[FORM OF] TERM LOAN NOTE

Exhibit 10.3

[FORM OF] TERM LOAN NOTE

          FOR VALUE RECEIVED, the undersigned, AEGIS INDUSTRIES, INC., a Nevada corporation ( “Maker” ), does hereby promise to pay to the order of THOMAS KEENAN VENTURES, LLC ( “Holder” ), at its office at _______________________________ , or at such other place as the holder hereof (including Holder, hereinafter referred to as “ Holder ”) may designate, the principal sum of FIVE MILLION DOLLARS ($5,000,000) , in Dollars and in immediately available funds, together with interest on the unpaid principal under this Note beginning on the date hereof, before and after maturity (by acceleration or otherwise) or judgment (but subject to the default rate of interest set forth below), at the per annum rates described below, and to pay all taxes (except taxes on the overall net income or gross receipts of Holder) levied or assessed on this Note or the debt evidenced hereby against Holder, and together with all costs, expenses and attorneys' and other professional fees incurred in any action to collect and/or enforce this Note or other agreement relating to this Note or in any litigation or controversy arising from or connected with this Note.

          This Note has been executed and delivered subject to the following terms and conditions:

1.        Definitions .

          As used above, in this Paragraph 1 and elsewhere in this Note, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

          “Business Day” means any day that is not a Saturday, Sunday or a day on which commercial banks located in Hartford, Connecticut are required or authorized by law to close.

          “Change of Control” means any one of the following events: (i) the consummation of a merger, reorganization, consolidation or sale or other transfer of all or substantially all of the assets of the Maker or all or substantially all of the combined voting power of the Maker’s then outstanding voting securities (“ Outstanding Voting Securities ”) (each a “ Corporate Transaction ”), excluding, however, such a Corporate Transaction pursuant to which all or substantially all of the persons who are the beneficial owners of the Outstanding Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 50% of the Outstanding Voting Securities of the corporation or other entity resulting from such Corporate Transaction.

          “Default Rate” shall have the meaning assigned to it in Section 2(b) hereof.

          “Dollar” and the sign “$” mean lawful money of the United States of America.

          “Event of Default” shall have the meaning assigned to that term in Paragraph 7 hereof.

          “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to banking institutions on such day on such transactions as determined by Holder.

          “Guaranty” means that certain Continuing Guaranty Agreement of Guarantor dated as of even date herewith in favor of Holder.

          “Guarantor” means Aegis Merger Corporation.

          “Loan” means the loan evidenced by this Note.

          “Loan Documents” means this Note, the Guaranty and any other documents relating thereto.

          “Maturity Date” means March 31, 2008.

          “Merger Documents” means that certain Agreement and Plan of Merger dated as of even date herewith by and among Z5 Technologies LLC, Aegis Merger Corporation, Aegis Industries, Inc. and Thomas Keenan Ventures, LLC, and any other related document including, but not limited to, the Related Documents, the New Employment Agreements and the Registration Rights Agreement.

          “Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, Maker arising under any Loan Document or otherwise with respect to any loan by Holder to Maker or under the Merger Documents, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against Maker or any affiliate thereof of any proceeding under any debtor relief laws naming such person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding, and all reasonable out-of-pocket costs, expenses, fees, charges and attorneys’, paralegals’ and professional fees incurred in connection with any of the foregoing, or in any way connected with, involving or relating to the preservation, enforcement, protection or defense of, or realization under this Agreement, the Note, any of the other Loan Documents or the Merger Documents, any related agreement, document or instrument, and the rights and remedies hereunder or thereunder.

           “ Principal Repayment Date” means each date a payment of principal is due pursuant to Section 3(b) .

          2.            Interest Rates, Interest Periods, Default Rate, Calculation of Interest, Lawful Interest .

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          (a)            Pre-default Rates . Subject to the terms of Paragraph 2(b), the Loan shall bear interest at a rate per annum equal to five percent (5%).

           (b)            Default Rate . Upon the occurrence of an Event of Default or after maturity (by acceleration or otherwise) or after judgment has been rendered on this Note, the unpaid principal balance of this Note shall automatically and without notice bear interest at the lesser of (i) thirteen percent (13%), or (ii) the maximum rate per annum permitted by applicable law, if any (the “ Default Rate ”).

          (c)            Calculation of Interest . All computations of interest under this Note shall be made on the basis of a 360 day year and the actual number of days elapsed.

          (d)           Lawful Interest . Notwithstanding any provisions of this Note, it is the understanding and agreement of Maker and Holder that the maximum rate of interest to be paid by Maker to Holder shall not exceed the highest or the maximum rate of interest permissible to be charged under the laws of the State of Connecticut. In this regard, it is expressly agreed that it is the intent of Maker and Holder in the execution, delivery and acceptance of this Note to contract in strict accordance with the laws of the State of Connecticut (without regards to its conflict of laws provisions) from time to time in effect. If, at any time, the rate of interest, together with all amounts which constitute interest and which are reserved, charged or taken by Holder as compensation for fees, services or expenses incidental to the making, negotiating or collection of the Loan, shall be deemed by any competent court of law or other governmental authority to exceed the maximum rate of interest permitted to be charged by Holder to Maker, then, during such time as such rate of interest would be deemed excessive, that portion of each sum paid attributable to that portion of such interest rate that exceeds the maximum rate of interest so permitted shall be deemed a voluntary prepayment of principal.

3.        Payments .

          (a)            Interest . Interest on the Loan shall be due and payable in Dollars in immediately available funds on each Principal Repayment Date.

          (b)           Principal . Principal shall be due and payable in Dollars in immediately available funds as follows: (i) one million two hundred fifty thousand dollars ($1,250,000) on August 15, 2007; (ii) one million two hundred fifty thousand dollars ($1,250,000) on November 15, 2007; (iii) one million two hundred fifty thousand dollars ($1,250,000) on February 15, 2008; and (iv) one (1) final installment in an amount equal to the then outstanding principal on the Maturity Date. Notwithstanding anything herein to the contrary, unless sooner accelerated as a result of the occurrence of an Event of Default, the entire outstanding indebtedness under this Note, including, but not limited to, outstanding principal together with any and all accrued and unpaid interest and any other amounts due hereunder, shall be due and payable in full, in Dollars and in immediately available funds on the Maturity Date.

          (c)            Method of Payment . Maker shall make each payment due under this Note to Holder not later than 3:00 P.M., Stamford, Connecticut time on the date when due in Dollars in immediately available funds, without setoff, defense or counterclaim. Whenever a