TERM NOTE

Exhibit 10.3

TERM NOTE

     FOR VALUE RECEIVED, the undersigned, EDAC TECHNOLOGIES CORPORATION, a Wisconsin corporation, GROS-ITE INDUSTRIES, INC., APEX MACHINE TOOL COMPANY, INC., each a Connecticut corporation and each with a place of business located at 1806 Farmington Avenue, Farmington, Connecticut 06032 (collectively, the “Maker”), hereby unconditionally promises to pay to the order of TD BANK, N.A. (the “Payee” or “Bank”), or any subsequent assignee or holder (Payee and any subsequent assignee or holder being sometimes referred to as “Holder”) at the office of the Bank located at 102 West Main Street, New Britain, Connecticut 06050-0174, the principal amount of FOUR MILLION THREE HUNDRED SIXTY THOUSAND AND 00/100 DOLLARS ($4,360,000.00) advanced to Maker by Bank under the terms of that certain Credit Agreement dated of even date herewith, by and between Maker and the Bank (as amended and in effect from time to time, the “Credit Agreement”), together with interest thereon as provided herein and all other sums due from Maker to Bank under the Credit Agreement and this Note.

     The unpaid principal amount of this Note shall be paid at the times and in the manner set forth in Section 2.4.3 of the Credit Agreement, provided that the maturity date of this Note is May 27, 2014.

     Interest on the unpaid principal amount of this Note shall be payable at an adjustable annual rate equal to the One Month Libor (London Interbank Offered Rate), plus three percentage points (3.00%), at the times and in the manner specified in Section 2.4.4 of the Credit Agreement.

     This Note is the Term Note referred to in Section 2.4.2 of the Credit Agreement, the terms and conditions of which are hereby incorporated by this reference. Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement.

     If a payment of principal or interest hereunder is not made within fifteen (15) days of its due date, the undersigned will also pay on demand a late payment charge equal to six percent (6%) of the amount of such payment. Nothing in the preceding sentence shall affect the Bank’s rights to exercise any of its rights and remedies provided in the Credit Agreement if an Event of Default has occurred.

     No reference to the Credit Agreement nor any provision thereof shall affect or impair the absolute and unconditional obligation of the undersigned Maker of this Note to pay the principal of and interest on this Note as herein provided.

     This Note shall be subject to those prepayment provisions set forth in Section 2.2.5 of the Credit Agreement.

     All sums paid under this Note shall be applied first to all fees, costs and expenses incurred by Bank under the Credit Agreement and this Note, then to any late charges payable by Maker, then to any accrued and unpaid interest, with the balance, if any, to be applied to unpaid principal.

     Until notified in writing of the transfer of this Note, Maker shall be entitled to deem Payee or such person who has been so identified by the transferor in writing to Maker as the holder of this Note, as the owner and holder of this Note.

     The Credit Agreement and this Note shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of Connecticut.

     Upon the occurrence and during the continuance of an Event of Default (as defined in Section 11 of the Credit Agreement), the unpaid principal amount of this Note may become or may be