EXHIBIT 4.6

                             FORM OF PROMISSORY NOTE

                              Due: _________, 2002

$_______________                                                __________, 2002

           FOR VALUE RECEIVED, MERA PHARMACEUTICALS, INC., a Delaware
corporation (the "Company"), hereby promises to pay to the order of
______________, a Delaware limited liability company (the "Investor"), at the
place designated by the Investor, the principal amount of
_________________________________________ ($____________) in lawful money of the
United States of America, and to pay interest in like money in the amount and on
the terms set forth in Section 1 hereof.

1. PAYMENTS OF INTEREST AND PRINCIPAL. Payments of principal plus interest on
the unpaid principal balance hereof outstanding from time to time shall be
payable in accordance with the following:

     a)   The outstanding principal balance on this Note shall be due and
          payable to the Investor by the Company in full on ________________,
          2002 (the "Maturity Date").

     b)   From and after the date hereof, interest on the outstanding principal
          balance shall accrue at the rate of 6% per annum and be due and
          payable to the Investor on the Maturity Date.

     c)   Interest shall accrue and be payable until this Note is paid in full
          pursuant to the terms of this Note. All payments of principal,
          interest, fees and other amounts due hereunder shall be made by the
          Company in lawful money of the United States of America, by wire
          transfer or by any other method approved in advance by the Investor at
          the office of the Investor set forth in Section 6 hereof or at such
          other place designated by the Investor in writing to the Company in
          immediately available and freely transferable funds at such place of
          payment.

2. PREPAYMENT. This Note may be prepaid, in whole or in part at any time without
the prior written consent of the Investor and without premium or penalty, at the
election of the Company.

3. DEFAULT. Repayment of all principal and interest under this Note will be
accelerated and shall be immediately due in full at the election of the Investor
in the event of any of the following (each an "Event of Default"):

     a)   failure to pay any interest or principal due on this Note when and as
          the same shall become due and payable, either at maturity or by
          acceleration or otherwise;

     b)   the Company shall (i) apply for or consent to the appointment of a
          receiver, trustee or liquidator of the Company or any of its property,
          (ii) admit in writing its general inability to pay its debts as they
          mature, (iii) make a general assignment for the benefit of creditors,
          (iv) commence a voluntary case under the federal bankruptcy laws or
          file a petition or answer seeking reorganization or an arrangement
          with creditors to take advantage of any other bankruptcy,
          reorganization, insolvency, readjustment of debt, dissolution or
          liquidation law or statute, or file an answer admitting the material
          allegations of a petition filed against it in any proceeding under any
          such law, or (v) take corporate action for the purpose of effecting
          any of the foregoing; or an order, judgment or decree shall be
          entered, without the application, approval or consent of the Company,
          by any court of competent jurisdiction, approving a petition seeking
          reorganization of the Company or of all or a substantial part of the
          assets of the Company and such order, judgment or decree shall
          continue unstayed and in effect for a period of thirty (30) days;


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     c)   failure to observe and perform any of the terms, covenants,
          conditions, or agreements required to be observed and performed by the
          Company under this Note, and such failure shall remain unremedied for
          thirty (30) days after notice shall have been provided to the Company
          by the Investor of such default or for such longer period as shall be
          necessary if such default is not capable of being remedied within such
          thirty-day period and the Company is diligently proceeding to cure
          such default.

4. RIGHTS AND REMEDIES. Upon the occurrence of an Event of Default and at any
time thereafter, the holder hereof shall have the rights and remedies provided
herein and under applicable law.

5. GOVERNING LAW. This Note shall be governed by and construed in accordance
with the domestic substantive laws of the State of California, without giving
effect to any choice or conflict of law provision or rule that would cause the
application of the laws of any other jurisdiction.

6. NOTICES. All notices and other communications given to any party hereto
pursuant to this Agreement shall be in writing and shall be hand delivered, or
sent either by (a) certified mail, postage prepaid, return receipt requested;
(b) a nationally reputable overnight express courier service that provides
written confirmation of delivery; or (c) facsimile transmission with written
confirmation by the sending machine or with telephone confirmation of receipt
(provided that a confirming copy is sent by a nationally reputable overnight
express courier service that provides written confirmation of delivery),
addressed as follows:

(a) If to the Company, to:

                    Mera Pharmaceuticals, Inc.
                    777 South Highway 101, Suite 215
                    Solana Beach, CA  92075
                    Fax #: 858-847-9090
                    Attention: Daniel P. Beharry

(b) If to the Investor, to:


Any communication given in conformity with this Section shall be effective upon
the earlier of actual receipt or deemed delivery. Delivery shall be deemed to
have occurred as follows: if hand delivered on the day so delivered; if mailed,
three business days after the same is deposited in the United States Mail; if
telecopied, upon written confirmation by the sending machine of effective
transmission or upon telephone confirmation of receipt; and if sent by overnight
express courier service, the next business day. Any party may at any time change
its address for receiving communications pursuant to this Section by giving
notice of a new address in the manner provided herein.

7. COMPANY'S WAIVERS. The Company, to the extent permitted by law, waives and
agrees not to assert or take advantage of any of the following: (a) any defense
based upon an election of remedies by the Investor which may destroy or
otherwise impair any subrogation or other rights of the Company or any partner
in the Company or any guarantor or endorser of this Note; (b) any duty on the
part of the Investor to disclose any facts or other data the Investor may now or
hereafter know; (c) acceptance or notice of acceptance of this Note by the
Company; (d) presentment and/or demand for payment of this Note or any
indebtedness or obligations hereby promised; and (e) protest and notice of
dishonor and acceleration with respect to this Note or any indebtedness or
performance of obligations arising hereunder.


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8. NO WAIVER OF RIGHTS. No failure on the part of the Investor in exercising any
right or remedy hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right or remedy preclude any other or
future exercise thereof or the exercise of any other right or remedy hereunder.
No modification or waiver of any provision of this Note, nor any departure by
the Company therefrom, shall in any event be effective unless the same shall be
in writing, in accordance with this Note, and then such waiver or consent shall
be effective only in the specific instance and for the specific purpose given.

9. ASSIGNMENT. This Note may be transferred or assigned in whole or in part
without the consent of the Company by the Investor or a subsequent holder
hereof. The Investor or such holder hereof shall notify the Company of such
assignment forthwith upon the completion thereof and such assignment shall not
be effective insofar as the Company is concerned until it shall have been
notified thereof. The Company shall maintain a record of all such assignments.

10. TRANSFER. Upon the transfer or assignment of this Note, the holder hereof
may cause a new Note to be made and delivered by the Company, at the expense of
the Company, upon surrender of this Note, which new Note shall be payable to
such person, or persons, or order, as may be designated by such holder.

11. HEADINGS. The headings of the sections of this Note are inserted for
convenience only and do not constitute a part of this Note.

12. SERVICE OF PROCESS; CONSENT TO JURISDICTION. The Company hereby irrevocably
appoints each and every one of its officers as its attorney upon whom may be
served any notice, process or pleading in any action or proceeding against it
arising out of or in connection with this Note or any document executed or
action taken in connection therewith; and the Company hereby consents that any
action or proceeding against it be commenced and maintained in San Diego County,
California or in the United States District Court for the Southern District of
California by service of process on any such officer; and the Company agrees
that such courts shall have jurisdiction with respect to the subject matter
hereof and the Company.

IN WITNESS WHEREOF, Mera Pharmaceuticals, Inc. has caused this Note to be signed
and to be dated the day and year first above written.

                                           MERA PHARMACEUTICALS, INC.


                                           By: _________________________________
                                               Name:   Daniel P. Beharry
                                               Title:      Secretary


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