PROMISSORY NOTE



     FOR VALUE RECEIVED, on the Maturity Date, as such term is defined in

Section 1.1 below, ACUSPHERE, INC., a Delaware business corporation with its

chief executive office and principal place of business presently at 500 Arsenal

Street, Watertown, MA 02472 ("BORROWER") promises to pay to the order of

MASSACHUSETTS DEVELOPMENT FINANCE AGENCY, a body politic and corporate created

by Chapter 289 of The Acts of 1998 and established under Massachusetts General

Laws Chapter 23G as amended, ("LENDER") at its principal offices at 160 Federal

Street, Boston, MA 02110, or at such other place as the holder of this note may

from time to time designate in writing, the principal sum of TWO MILLION DOLLARS

($2,000,000.00) or such lesser amount advanced by Lender pursuant to Section 1.1

below, or so much thereof then remaining unpaid, in lawful money of the United

States with interest at the rate or rates set forth below, until fully paid.

Borrower further agrees to pay upon demand made after the occurrence and during

the continuance of an Event of Default, as such term is defined below, all

costs, including reasonable attorneys' fees reasonably incurred in the

collection of Borrower's obligations and the defense, preservation, enforcement

or protection of Lender's rights and remedies under this Note, or in the

foreclosure of any mortgage or security interest now or hereafter securing the

same or in any proceedings to otherwise enforce or protect upon an Event of

Default Lender's rights and remedies under this Note or any security therefor.

Interest on this Note shall be computed on the basis of a year of three hundred

sixty (360) days and actual days elapsed.



     1.0.     FUNDING; TERM; INTEREST RATE; PAYMENTS.



              1.1.    FUNDING; TERM. Borrower may request one (1) advance of up

     to the entire principal amount of this Note upon Lender's receipt from

     Borrower of those documents and satisfaction of those conditions precedent

     specified in that certain letter agreement by and among Borrower and Lender

     dated August 16, 2004 (the "Funding Requirements"), or upon the waiver of

     any such Funding Requirements, as determined in the Lender's sole

     discretion. Provided the Funding Requirements have been satisfied and no

     Event of Default exists on the date Lender receives such request for an

     advance and no event or circumstance exists on such date which with the

     passage time, or notice, or both would result in an Event of Default, the

     Lender shall advance the full requested amount within three (3) business

     days of such date (the "FUND DATE"). The term of this Note shall commence

     on the Fund Date and shall mature on the last day of the 120th calendar

     month following the Fund Date (the "MATURITY DATE").



              1.2.    PAYMENTS OF PRINCIPAL AND INTEREST. No payments shall be

     due and payable during the first twenty-four (24) months of the term of

     this Note (the "DEFERRAL PERIOD"). Thereafter, subject to the adjustment in

     payment provided in Section 1.4 below, payments of principal and interest

     at the rate provided in Section 1.3 below shall be made commencing on the

     first day of the calendar month next following the twenty-five (25) month

     anniversary of the Fund Date (the "PAYMENT START DATE") and continuing on

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