Exhibit 10.10

  Senior Secured Grid Note dated as of August 11, 2004 between Enhance Biotech,
                          Inc. and Bioaccelerate, Inc.


THE NOTE  REPRESENTED  BY THIS  CERTIFICATE  HAS NOT BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THIS NOTE MAY NOT BE TRANSFERRED
EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY
APPLICABLE  STATE  SECURITIES  LAWS OR (B)  PURSUANT TO AN  EXEMPTION  FROM SUCH
REGISTRATION  UNDER THE ACT AND SUCH STATE SECURITIES LAWS. THIS LEGEND SHALL BE
ENDORSED UPON ANY NOTE ISSUED IN EXCHANGE FOR THIS NOTE.

                              ENHANCE BIOTECH, INC.

                            Senior Secured Grid Note

Up to $4,000,000                                      August 11,  2004

      FOR VALUE RECEIVED,  Enhance  Biotech,  Inc., a Delaware  corporation (the
"Company"),  with its principal  executive office at 712 Fifth Avenue, New York,
NY,  10019,  promises  to pay to the  order of  Bioaccelerate  Inc,  a  Delaware
Corporation with offices at 712 Fifth Avenue, New York, NY, 10019 (together with
any permitted  registered assigns,  the "Payee") the principal sum of $4,000,000
or, if less, the aggregate  unpaid  principal amount of all Tranches made to the
Company by Payee (the  "Principal  Amount")  pursuant  to the letter  agreement,
dated as of even date  herewith,  between the Company and the Payee (the "Letter
Agreement"),  on the Maturity  Date.  Capitalized  terms used,  and not defined,
herein shall have the meanings ascribed thereto in the Letter Agreement.

      The  Initial  Tranche of $714,000  will be  immediately  available  to the
Company if not already  available,  subject to the  satisfaction of all required
conditions  under  the  Letter  Agreement.  Additional  Tranches  will  be  made
available to the Company as per the agreed  budget  thereafter  from drawdown of
initial  tranche(each a "Funding Date").  Each Additional Tranche will be funded
within two (2) business days following receipt by the Payee on a Funding Date of
a Request  Letter and a  certification  (in form and substance  satisfactory  to
Bioaccelerate)  signed  by  an  authorized  officer  of  the  Company  that  all
conditions to funding set forth herein have been  satisfied and that the Company
is not in breach of any  representation,  warranty or covenant  provided in this
Note, the Letter Agreement,  the Security Documents, the Security Agreement, any
Warrant  issued  by the  Company  to the  Payee,  the  Engagement  Letter or any
agreement  between  the Company  and either the Payee or  Bioaccelerate  Limited
related to the subject matter contained in such agreements or documents.

      The  Company  hereby  authorizes  the Payee to endorse on the  Schedule of
Tranches  annexed to this Note all Tranches made to the Company and all payments
of principal amounts in respect of such Traches,  which  endorsements  shall, in
the absence of manifest  error,  be conclusive as to the  outstanding  principal
amount  of all  Tranches;  provided,  however,  that the  failure  to make  such
notation  with  respect to any Tranche or payment  shall not limit or  otherwise
affect the obligations of the Company under the Letter Agreement or this Note.

      The  Maturity  Date  shall mean the  earliest  of (i) the date on which an
Event of Default (as defined herein) occurs,  or (ii) the date on which a Change
in Control occurs. "Change in Control" shall mean (a) a merger, consolidation or
any other combination of the Company (other than (x) a merger,  consolidation or
combination of a  wholly-owned  subsidiary of the Company or any other person or
entity with  respect to which the Payee has given its approval in writing or (y)
the proposed  merger of the company or a  subsidiary  of the company with Ardent
Pharmaceuticals,  Inc. (the "Ardent Merger") with any entity or person,  (b) the
sale  of all or  substantially  all of the  assets  of the  Company,  or (c) the
purchase  by a single  entity or  group,  as  defined  in  Section  13(d) of the
Securities  Exchange  Act of 1934,  as  amended,  of more than 25% of the voting
stock  of  the  Company  in  a  single   transaction  or  a  series  of  related
transactions.  A  "Placement"  shall mean the  closing of either  debt or equity
financing  in  which  the  Company   receives  at  least  Ten  Million   Dollars
($10,000,000) in gross proceeds  (excluding any amounts converted  hereunder) in
any transaction or series of related transactions after the date hereof.  Should
a Placement occur then on closing of the Placement the outstanding principal

                                       1

<PAGE>

amount plus any accrued interest due under this Note shall automatically convert
into the Placement as provided below and the Security Interests granted to Payee
pursuant to the Security  Agreement  shall be released.  The  Principal  Amount,
accrued  interest and any other amounts due under this senior  secured grid note
(this  "Note")  are  payable in such coin or  currency  of the United  States of
America  as at the time of  payment  shall be legal  tender  for the  payment of
public and private  debts.  Interest on this Note shall accrue on the  Principal
Amount  outstanding from time to time at a rate per annum computed in accordance
with Section 4 hereof.  This Note is made with full  recourse to the Company and
upon all the  warranties,  representations,  covenants and agreements  contained
herein.

      The Company (i) waives presentment,  demand, protest or notice of any kind
in  connection  with  this  Note and (ii)  agrees,  in the  event of an Event of
Default (as defined  below),  to pay to the holder of this Note, on demand,  all
reasonable  out-of-pocket  costs and expenses (including legal fees) incurred in
connection with the enforcement and collection of this Note.

      1. Prepayments;  Mandatory Prepayments. The Company may prepay at any time
all or any portion of the principal sum  hereunder  without  penalty or premium;
provided,  however,  that (i) any prepayment  (whether voluntary or involuntary)
shall be applied  first to any accrued and unpaid  interest  hereunder up to the
date of such  prepayment,  then to any other  sums which may be payable to Payee
hereunder, and then to the principal balance outstanding hereunder, and (ii) the
acceptance  of any such  prepayment  following  the  occurrence  and  during the
continuance  of any Event of Default  hereunder  shall not  constitute a waiver,
release or accord and satisfaction thereof or of any rights with respect thereto
by Payee. Notwithstanding anything to the contrary provided herein or elsewhere,
in the event that prior to the Maturity Date, a Placement has occurred, then the
Company,  upon the closing of such transaction or transactions,  as the case may
be,  will  provide  that Payee will  receive the same  securities  issued in the
placement based upon the outstanding  principal amount plus any accrued interest
under this Note and the Payee shall be required  to accept  such  securities  in
full and complete  satisfaction  of this Note.  The Company shall provide in any
applicable Placement financing document that the Company uses in connection with
any Placement  that the Payee shall be entitled to the  securities  described in
the preceding sentence in addition to the proceeds raised in the Placement.  The
Company shall  provide to the Payee all other such  applicable  information  the
Payee shall subsequently reasonably request.

      2. Day of Payment.  Whenever any payment to be made hereunder shall become
due and payable on a day which is not a Business  Day (as defined  below),  such
payment may be made on the next  succeeding  Business  Day without  being deemed
past due and, in the case of any payment of  principal,  such  extension of time
shall in such case be included in computing  interest on such  payment.  As used
herein,  "Business Day" shall mean any day which is not a Saturday or Sunday and
on which banks in the State of New York are not authorized or required to close.
Interest on past due principal and accrued  interest thereon shall be calculated
as follows:  the amount of principal  and interest  past due  multiplied  by the
Penalty  Interest Rate (as defined  herein) and  multiplied  by a fraction,  the
numerator of which is the number of days such principal and interest is past due
and the denominator of which is 360.

      3. Use of  Proceeds.  The Company  shall use the  proceeds of each Tranche
solely for the  purposes as set forth in the budget  approved  by the  Company's
Board and attached hereto as Annex A or as otherwise agreed with Payee.

      4. Computation of Interest.

            A. Base Interest Rate.  Subject to subsections 4B and 4C below,  the
outstanding  Principal  Amount shall bear  interest per annum at the  Applicable
Federal Rate (the "Base Interest  Rate"),  as defined in Section  1274(d) of the
Internal Revenue Code of 1986, as amended (the "Code"),  payable on the Maturity
Date.

            B.  Penalty  Interest.  In the event  the Note is not  repaid on the
Maturity Date, the rate of interest  applicable to the unpaid  Principal  Amount
and accrued  interest  thereon  shall be adjusted to ten percent (10%) per annum
(the  "Penalty  Interest  Rate")  from  the  date of  default  until  repayment;
provided,  that in no event shall the  interest  rate  exceed the  Maximum  Rate
provided in Section 4C below.

                                       2

<PAGE>

            C. Maximum Rate.  In the event that it is  determined  that New York
law is not applicable to the  indebtedness  evidenced by this Note or that under
New York law ("Applicable Usury Laws") the interest, charges and fees payable by
the Company in connection  herewith or in connection  with any other document or
instrument  executed and  delivered in connection  herewith  cause the effective
interest rate  applicable to the  indebtedness  evidenced by this Note to exceed
the maximum rate allowed by law (the "Maximum  Rate"),  then such interest shall
be recalculated  for the period in question and any excess over the Maximum Rate
paid with respect to such period shall be credited, without further agreement or
notice, to the Principal Amount outstanding  hereunder to reduce said balance by
such  amount  with  the  same  force  and  effect  as  though  the  Company  had
specifically  designated  such extra sums to be so applied to principal  and the
Payee had agreed to accept such extra  payment(s) as a premium-free  prepayment.
All such deemed prepayments shall be applied to the principal balance payable at
maturity.

            5.  Collateral.  This Note is secured by a Security  Agreement dated
the date hereof (as amended,  modified or  supplemented  from time to time,  the
"Security  Agreement")  of the Company in favor of the Payee covering all assets
and future assets, other than as set forth in the next sentence,  of the Company
therein  described  (collectively,  the  "Collateral"),  and is  entitled to the
benefits thereof.  Notwithstanding  the foregoing or any provision of this Note,
the Security Agreement or any other agreement executed in connection herewith or
therewith,  the  Collateral  shall not  include,  and no lien  shall be  granted
hereunder  in , either (i) any of the capital  stock of Ardent  Pharmaceuticals,
Inc., which now or hereafter may be owned by Payee, or (ii) any of the assets of
Ardent Pharmaceuticals,  Inc., which now of hereafter may be owned by Payee. The
Security  Agreement,   the  Uniform  Commercial  Code  financing  statements  in
connection with the Security Agreement, and any and all other documents executed
and delivered by the Company to the Payee under which the Payee is granted liens
on  assets  of  the  Company  are  collectively  referred  to as  the  "Security
Documents."

      6. Covenants of Company.

            A.  Affirmative  Covenants.  The Company  covenants  and agrees with
respect to the Company and each of its Subsidiaries (which, for purposes of this
Note means any entity (i) in which the Company, directly or indirectly, owns 51%
of the  capital  stock or holds an equity or  similar  interest  and (ii)  which
conducts  substantive  business activities or holds material assets) that on and
after the date  hereof,  so long as this Note  shall  remain in  effect,  or the
Principal Amount of, or interest thereon,  or any fee, expense or amount payable
hereunder  or with  respect to this Note shall be unpaid,  it will  perform  the
obligations set forth in this Section 6A:

                  (i) Conduct of Business.  The Company will,  and cause each of
its  Subsidiaries  to, use its best  efforts to conduct its business in a manner
consistent  with  past  practices,  do or to be done  all  things  necessary  to
preserve relationship with its material vendors, customers,  distributors, sales
representatives  and others  having  material  business  relationships  with the
Company or any of its Subsidiaries, and inform and consult with the Payee on any
key decisions involving any capital expenditure in excess of $50,000;

                  (ii) Taxes and Levies. The Company will, and cause each of its
Subsidiaries  to,  promptly  pay  and  discharge  all  taxes,  assessments,  and
governmental  charges  or  levies  imposed  upon  the  Company  or  any  of  its
Subsidiaries,  or upon any of their  income  and  profits,  or upon any of their
property,  before the same shall  become  delinquent,  as well as all claims for
labor,  materials and supplies which,  if unpaid,  might become a lien or charge
upon such properties or any part thereof;  provided,  however,  that neither the
Company nor any of its  Subsidiaries  shall be required to pay and discharge any
such tax,  assessment,  charge,  levy or claim so long as the  validity  thereof
shall be contested in good faith by appropriate  proceedings and the Company and
each of its  Subsidiaries  shall  set aside on its books  adequate  reserves  in
accordance with generally accepted  accounting  principles ("GAAP") with respect
to any such  tax,  assessment,  charge,  levy or claim so  contested;  provided,
further,  that this  Section  6A(ii)  shall not apply to those claims for labor,
materials  and supplies  which the Payee  consents in writing  shall be excluded
herewith,  notwithstanding  that such claims, if unpaid,  might become a lien or
charge upon such properties or any part thereof.

                  (iii)  Maintenance  of Existence.  The Company will, and cause
each of its  Subsidiaries  to,  do or  cause to be done  all  things  reasonably
necessary to preserve and keep in full force and effect its corporate existence,
rights  (character and statutory)  and  franchises,  except where the failure to
comply  would not have a  Material  Adverse  Effect (as  defined  herein) on the
Company or any of its Subsidiaries;

                                       3

<PAGE>

                  (iv) Maintenance of Property. The Company will, and cause each
of its  Subsidiaries to, at all times maintain,  preserve,  protect and keep its
property  used or useful in the conduct of its business in good repair,  working
order and condition,  and from time to time make all needful and proper repairs,
renewals,  replacements and improvements thereto as shall be reasonably required
in the conduct of its  business  and protect and  maintain  its licenses and its
patents,  copyrights,  trademarks  and trade secrets and all  registrations  and
application  for  registration  thereof  except  where the  failure to take such
action would not reasonably be expected to have a Material Adverse Effect;

                  (v) Compliance  with Laws. The Company will, and cause each of
its  Subsidiaries  to,  use its best  efforts  to  comply  with  all  applicable
statutes, regulations and orders of, and all applicable restrictions imposed by,
any  governmental  agency,  in respect of the  conduct of its  business  and the
ownership of its properties  (including without limitation  applicable statutes,
regulations  and  orders   relating  to  equal   employment   opportunities   or
environmental standards or controls), except such as are being contested in good
faith by appropriate proceedings,  except where failure to comply would not have
a Material Adverse Effect;

                  (vi)  Insurance.  The  Company  will,  and  cause  each of its
Subsidiaries  to, keep  adequately  insured all property of a character  usually
insured by similar  corporations  and carry such other  insurance  as is usually
carried by similar corporations;

                  (vii) Books and Records.  The Company will,  and cause each of
its  Subsidiaries  to, at all times keep true and  correct  books,  records  and
accounts  reflecting all of its business  affairs and transactions in accordance
with GAAP.  Such books and records  shall be open at  reasonable  times and upon
reasonable  notice to the  inspection  of the Payee or its  agents,  subject  to
customary  confidentiality  restrictions  but in no event more than once in each
month absent a good-faith showing of need for such restrictions;

                  (viii) Notice of Certain  Events.  The Company will, and cause
each of its  Subsidiaries  to, give prompt written notice (with a description in
reasonable detail) to the Payee of:

            (a) the occurrence of any Event of Default or any event which,  with
the giving of notice or the lapse of time, would constitute an Event of Default;
and

            (b) the delivery of any notice  effecting  the  acceleration  of any
indebtedness  which singly or together with any other  accelerated  indebtedness
exceeds $25,000;

            (c) the issuance by any court or governmental agency or authority of
any injunction,  order, decision or other restraint  prohibiting,  or having the
effect of prohibiting,  the making of or  invalidating,  or having the effect of
invalidating, any material provision of this Agreement, of the initiation of any
litigation or similar proceedings seeking any such injunction,  order, decision,
or other restraint;

            (d) the filing or  commencement  of any action,  suit or  proceeding
against the Company or any of its  Subsidiaries,  whether at law or in equity or
by or before any court of any Federal,  state,  municipal or other  governmental
agency or authority, which is brought by or on behalf of any governmental agency
or authority,  or in which  injunctive or other  equitable  relief is sought and
such relief,  if obtained,  would materially  impair the right or ability of the
Company to perform it obligations under this Note;

            (e) the  commencement  of any claim,  litigation,  proceeding or tax
audit not  covered by  insurance  when the amount  claimed is in any  individual
claim,  litigation,  proceeding  or tax audit in excess  of  $25,000  or, in the
aggregate, $50,000; and

            (f) of any material  development  materially and adversely affecting
the  business,  properties,   liabilities,   obligations,  financial  condition,
prospects,   operations  or  results  of  operations  of  the  Company  and  its
Subsidiaries, taken as a whole;

                  (ix) Financial  Statements and Information.  The Company shall
furnish or cause to be furnished to the Payee:

                                       4

<PAGE>

                        (a) within 90 days after the end of each fiscal year (or

such time as permitted under Rule 12b-25 of the Securities Exchange Act of 1934,
as amended;  provided  however,  that in no event shall the Company be permitted
more than one extension  pursuant to either Section 6A(ix)(a) or (b)), a copy of
the audited  consolidated  balance  sheet of the  Company and its  Subsidiaries,
together with the related statements of income, changes in stockholder's equity,
changes in cash flows as of the end of and for such fiscal year, all reported on
by the  accountants to the effect that such  consolidated  financial  statements
present fairly in all material  respects the financial  condition and results of
operations of the Company and its  consolidated  Subsidiaries  on a consolidated
basis in accordance with GAAP consistently applied;

                        (b) within 45 days after the end of each of the first

three fiscal  quarters of each fiscal year (or such time as permitted under Rule
12b-25 of the Securities  Exchange Act of 1934, as amended;  provided,  however,
that in no event shall the Company be permitted more than one extension pursuant
to  either  Section  6A(ix)(a)  or (b);  provided,  further,  however,  that the
extension with respect to the restatement of the quarterly report for the period
ending April 30, 2004 shall not be deemed to count as an  extension  pursuant to
(i) above), a copy of the consolidated  balance sheet of the Company and each of
its Subsidiaries  together with the related  statements of income and cash flows
as of the end of and for such fiscal quarter and the then elapsed portion of the
fiscal year, all certified by one of its financial officers as presenting fairly
in all material  respects the financial  conditions and results of operations of
the  Company  and its  consolidated  Subsidiaries  on a  consolidated  basis  in
accordance  with GAAP  consistently  applied,  subject to normal  year-end audit
adjustments and the absence of footnotes;

                        (c) promptly after the same become publicly available,

copies of all periodic and other reports,  proxy  statements and other materials
filed by the Company or any of its Subsidiary  with the SEC or with any national
securities exchange, or distributed by the Company or any of its Subsidiaries to
its shareholders, as the case may be; and

                        (d) promptly following any request therefor, such other

information  regarding  the business,  financial  condition or operations of the
Company or compliance  with the terms of this Note, as the Payee may  reasonably
request,  subject to customary  confidentiality  agreements and without  causing
undue  expense  to  the  Company  or  undue  distraction  of  its  employees  or
management.

            B. Negative Covenants. The Company covenants and agrees with respect
to the Company  and each of its  Subsidiaries  that,  so long as this Note shall
remain in effect, or the Principal Amount of, or interest  thereon,  or any fee,
expense  or amount  payable  hereunder  or with  respect  to this Note  shall be
unpaid, it will perform the obligations set forth in this Section 6B:

                  (i) Business in the Ordinary  Course.  The Company  will,  and
will  cause  each  of  its   Subsidiaries  to,  (i)  refrain  from  engaging  in
transactions other than in the ordinary course of business  consistent with past
practice; (ii) operate its respective businesses in accordance and in compliance
with all applicable laws, ordinances, rules or regulations or orders, including,
without limitation environmental laws, and all permits, authorizations, consents
and  approvals;  (iii)  maintain  all  permits  and  licenses  in effect and, if
necessary,  make all  appropriate  filings  for the  renewal  of any  permits or
licenses;  (iv) refrain from entering  into any  transaction  involving  capital
expenditures  or  commitments  therefor  (including any borrowings in connection
with such  transaction) of more than $50,000,  individually,  or $100,000 in the
aggregate,  or the disposal of any properties or assets (other than inventory in
the  ordinary  course)  with a value  of more  than  $50,000,  individually,  or
$100,000,  in the  aggregate,  except in the case of foregoing  clauses (ii) and
(iii) where the failure to take such action would not  reasonably be expected to
have a Material Adverse Effect,  and except, in the case of all of the foregoing
clauses, with respect to any financing transaction, or as otherwise contemplated
by the agreements entered into in connection with this Note;

                  (ii) Merger, Liquidation,  Dissolution.  The Company will not,
and  will  not  permit  any of  its  Subsidiaries  to,  liquidate  or  dissolve,
consolidate  with,  or merge (other than the Ardent  Merger)  into or with,  any
other  corporation  or other entity (other than a merger or  consolidation  of a
wholly-owned   subsidiary  of  the  Company.),   except  that  any  wholly-owned
subsidiary  may merge with another  wholly-owned  subsidiary or with the Company
(so long as the  Company is the  surviving  corporation  and no Event of Default
shall occur as a result thereof); provided, however, that the Company may permit
its  Subsidiaries to liquidate or dissolve only on the condition that all of the
assets of such Subsidiaries are immediately  transferred to the Company and only
if such  liquidation or  dissolution,  as the case may be, would not result in a
Material Adverse Effect;

                                       5

<PAGE>

                  (iii)  Sales of Assets.  The  Company  will not,  and will not
permit any of its Subsidiaries to, sell,  transfer,  lease or otherwise  dispose
of, or grant  options,  warrants  or other  rights  with  respect  to,  all or a
substantial  part of its properties or assets to any person or entity,  provided
that this clause (iii) shall not restrict any  disposition  made in the ordinary
course of business and consisting of capital goods which are obsolete or have no
remaining useful life;

                  (iv)  Redemptions.  The Company will not redeem or  repurchase
any outstanding equity and/or debt securities of the Company or its Subsidiaries
(or securities  convertible into or exchangeable  for equity  securities of such
entity);

                  (v)  Indebtedness.  Other than indebtedness for borrowed money
of the Company or any of its Subsidiaries  existing on the date of this Note and
identified  on the schedule  delivered to the Payee on the date hereof,  neither
the Company nor any of its Subsidiaries will hereafter create,  incur, assume or
suffer to exist, contingently or otherwise, any indebtedness for borrowed money,
except in the ordinary  course of business  (consistent  with past practice) but
not to exceed $50,000 at any time outstanding;

                  (vi) Negative Pledge. Other than Liens existing on the date of
this Note and expressly identified in the schedule delivered to the Payee on the
date hereof,  the Company will not, and will not permit any of its  Subsidiaries
to, hereafter  create,  incur,  assume or suffer to exist any mortgage,  pledge,
hypothecation,  assignment,  security interest,  encumbrance, lien (statutory or
other),  preference,  priority  or  other  security  agreement  or  preferential
arrangement of any kind or nature whatsoever  (including any conditional sale or
other title retention  agreement and any financing  lease) (each, a "Lien") upon
any of its  property,  revenues  or  assets,  whether  now  owned  or  hereafter
acquired, except:

                        (a) Liens for taxes, assessments or other governmental

charges or levies  not at the time  delinquent  or  thereafter  payable  without
penalty or being  contested  in good faith by  appropriate  proceedings  and for
which adequate reserves in accordance with GAAP shall have been set aside on its
books;

                        (b) Liens of carriers, warehousemen, mechanics,

materialman  and landlords  incurred in the ordinary course of business for sums
not overdue or being contested in good faith by appropriate  proceedings and for
which adequate reserves in accordance with GAAP shall have been set aside on its
books;

                        (c) Liens (other than Liens arising under the Employee

Retirement  Income  Security Act of 1974, as amended,  or Section  412(n) of the
Internal  Revenue Code of 1986, as amended)  incurred in the ordinary  course of
business in connection  with workers'  compensation,  unemployment  insurance or
other forms of governmental  insurance or benefits,  or to secure performance of
tenders,  statutory  obligations,  leases and contracts (other than for borrowed
money) entered into in the ordinary course of business or to secure  obligations
on surety or appeal bonds; and

                        (d) Judgment Liens in existence less than 30 days after

the entry  thereof or with  respect  to which  execution  has been  stayed in an
amount not to exceed $25,000 singly or in the aggregate (the liens  described in
(a)-(d) being referred to herein as "Permitted Liens");

                  (vii)  Investments.  The Company will not, and will not permit
any of its  Subsidiaries  to,  purchase,  own,  invest in or otherwise  acquire,
directly or indirectly, any stock or other securities or make or permit to exist
any investment or capital contribution or acquire any interest whatsoever in any
other  person or entity  or  permit  to exist  any  loans or  advances  for such
purposes except for (i)  investments in direct  obligations of the United States
of America or any agency  thereof,  (ii)  obligations  guaranteed  by the United
States of America,  (iii)  certificates  of deposit or other  obligations of any
bank or trust company organized under the laws of the United States or any state
thereof  and having  capital  and surplus of at least  $500,000,  (iv)  existing
investments in Subsidiaries,  or (v) an investment in any subsidiary created for
the purpose of making that investment;

                                       6

<PAGE>

                  (viii) Transactions with Affiliates. The Company will not, and
will  not  permit  any of its  Subsidiaries  to,  enter  into  any  transaction,
including,  without  limitation,  the  purchase,  sale,  lease  or  exchange  of
property,  real or personal, the purchase or sale of any security, the borrowing
or lending of any money,  or the  rendering of any  service,  with any person or
entity  affiliated  with  the  Company  or any of  its  Subsidiaries  (including
officers,  directors  and  shareholders  owning five (5%) percent or more of the
Company's  outstanding capital stock),  except (i) in the ordinary course of and
pursuant  to the  reasonable  requirements  of its  business  and upon  fair and
reasonable  terms not less  favorable  than would be  obtained  in a  comparable
arms-length  transaction with any other person or entity not affiliated with the
Company  and,  where the  transaction  is valued at in excess of $5,000 with the
prior written consent of the Payee,  which shall not be  unreasonably  withheld,
(ii) transactions  pursuant to existing  agreements as set forth on the schedule
delivered to the Payee on the date hereof and (iii) transactions contemplated by
the agreements entered into in connection with this Note;

                  (ix) Fundamental  Changes.  The Company will not, and will not
permit any of its Subsidiaries to, consolidate or merge with any other person or
entity,  or to permit any other  person or entity to merge  into or  consolidate
with it or any of its  Subsidiaries  (other than a merger,  consolidation or any
other combination of a wholly-owned subsidiary of the Company and other than the
Ardent Merger);

                  (x)  Acquisitions.  The Company  will not, and will not permit
any of it Subsidiaries to, at any time,  acquire all or substantially all of the
assets or any of the  capital  stock of any  person or  entity  (other  than the
Ardent Merger);

                  (xi) Restricted  Payments.  The Company will not, and will not
permit any of its Subsidiaries  to, declare,  play or make any dividend or other
distribution,  direct or indirect,  on account of any shares of capital stock in
such  person or entity  now or  hereafter  outstanding  (other  than a  dividend
payable solely in shares of such capital stock to the holders of such shares) or
any redemption,  retirement,  sinking fund or similar payment, purchase or other
acquisition, direct or indirect, of any shares of any class of its capital stock
now or hereafter outstanding (collectively, "Restricted Payments"), except:

                        (a) any wholly-owned subsidiary of the Company may make

Restricted Payments to the Company; and

                        (b) Restricted Payments made by any Subsidiary of the

Company to the  Company  in amounts  sufficient  to enable the  Company,  as the
consolidated  taxpayer for itself and its  Subsidiaries,  if applicable,  to pay
taxes when due;

                  (xii)  Lines  of  Business.  Except  as  contemplated  by  the
agreements  entered into in connection with this Note, the Company will not, and
will not permit any of its Subsidiaries to,  materially change the nature of the
business of the Company and its  Subsidiaries as conducted on the date hereof or
enter into any new business  which  materially  increase the risk profile of the
Company and its Subsidiaries, taken as a whole; and

                  (xiii) Amendment of Documents.  The Company will not, and will
not permit any of its Subsidiaries to, modify,  amend,  supplement or terminate,
or agree  to  modify,  amend,  supplement  or  terminate,  their  organizational
documents in any way that could result in a Material  Adverse Effect without the
written  consent  of the  Payee;  provided,  however,  that with  respect to the
following (to the extent deemed to result in a Material  Adverse  Effect),  such
consent shall not be unreasonably  withheld: (i) amendment to the by-laws of the
Company or any Subsidiary to preclude  actions by written consent or nominations
of  directors  other than  through a prescribed  nominations  process,  and (ii)
amendment to the Company's or any Subsidiaries'  certificate of incorporation to
increase its authorized common stock.

                  (xiv) Stock Option Plan;  Board of Directors.  Notwithstanding
anything to the contrary  set forth in this Note,  the Company will not, and not
permit any of its Subsidiaries to, without the written consent of the Lender (a)
adopt a stock option  plan,  or to increase the number of shares of common stock
issuable  pursuant  to an  existing  stock  option  plan  other  than  any  plan
contemplated  in  connection  with the Ardent Merger or (b) amend its by-laws to
increase the number of directors serving on its board of directors.

                                       7

<PAGE>

      7. Events of Default.

            A. The term  "Event of  Default"  shall  mean any of the  events set
forth in this Section 7A:

                  (i) Non-Payment of  Obligations.  The Company shall default in
the payment of the  principal  or accrued  interest of this Note as and when the
same shall become due and payable, whether by acceleration or otherwise.

                  (ii)  Non-Performance  of Affirmative  Covenants.  The Company
shall default in the due  observance or performance of any covenant set forth in
(a) clauses (i), (iii), (vi), (viii) and (ix) of Section 6A or (b) clauses (ii),
(iv),  (v) and (vii) of Section 6A and such default of clauses (ii),  (iv),  (v)
and (vii) of Section 6A shall continue remedial for ten (10) Business Days.

                  (iii) Non-Performance of Negative Covenants. The Company shall
default  in the due  observance  or  performance  of any  covenant  set forth in
Section 6B.

                  (iv)  Bankruptcy.  The  Company  (or any of its  Subsidiaries)
shall:

                        (a) apply for, consent to, or acquiesce in, the

appointment  of a trustee,  receiver,  sequestrator  or other  custodian for the
Company or any of its Subsidiaries,  or any of their property, or make a general
assignment for the benefit of creditors; or

                        (b) in the absence of such application, consent or

acquiesce in the appointment of a trustee, receiver, sequestrator or other
custodian for the Company or any of its Subsidiaries, or for any part of their
property; or

                        (c) permit or suffer to exist (i) the commencement of

any  bankruptcy,  reorganization,  debt  arrangement or other case or proceeding
under any  bankruptcy or insolvency  law,  (ii) any  dissolution,  winding up or
liquidation proceeding, in respect of the Company or any of its Subsidiaries, or
(iii) the appointment of a trustee,  receiver,  sequestrator or other custodian,
without  causing the same to be dismissed  within  forty-five (45) days; and, if
such case or  proceeding  is not  commenced  by the  Company or  converted  to a
voluntary case,  such case or proceeding  shall be consented to or acquiesced in
by the Company or any of its  Subsidiaries,  or shall  result in the entry of an
order for relief; or

                        (d) take any corporate or other action authorizing, or

in furtherance of, any of the foregoing; or

                  (v)  Cross-Default.  The  Company  (or any of its  Subsidiary)
shall  default in the  payment  when due of any amount  payable  under any other
obligation for money  borrowed in an amount  exceeding  Fifty  Thousand  Dollars
($50,000); or

                  (vi)  Cross-Acceleration.  Any indebtedness for borrowed money
of the Company (or any of its Subsidiaries) identified on the schedule delivered
to the Payee on the date hereof in an aggregate principal amount exceeding Fifty
Thousand Dollars  ($50,000) shall be duly declared to be or shall become due and
payable prior to the stated maturity thereof; or

                  (vii) Orders, Judgments or Decrees. If any order, judgment, or
decree  shall  be  entered  in  any  proceeding  against  the  Company  (or  any
Subsidiary)  requiring such party to divest itself of a substantial  part of its
or his assets, or awarding a money judgment or judgments against any such entity
aggregating  more than  $50,000,  and if,  within  thirty  (30) days after entry
thereof,  such  order,  judgment  or decree  shall not have been  discharged  or
execution  thereof stayed pending  appeal;  or if, within thirty (30) days after
the expiration of any such stay,  such judgment,  order or decree shall not have
been discharged; or

                                       8

<PAGE>

                  (viii) Invalidity of Note or Security Documents.  This Note or
any  other  Security  Document  shall  for any  reason  cease to be, or shall be
asserted by the Company not to be, a legal,  valid and binding obligation of the
Company,  enforceable in accordance with its terms, or the security  interest or
Lien  purported  to be created by any of the  Security  Documents  shall for any
reason  cease to be, or be asserted  by the  Company  not to be, a valid,  first
priority  perfected  security  interest in any Collateral  (except to the extent
otherwise permitted under any of the Security Documents); or

                  (ix) Other  Breaches,  Defaults.  The  Company  shall  default
and/or be in breach of any  representation,  warranty  or  covenant  made by the
Company to the Payee  provided  under  this Note,  any  Security  Document,  the
Warrant,  the Letter  Agreement,  the Engagement  Letter or any other  agreement
between the Company and either the Payee or Bioaccelerate Limited related to the
subject matter contained in such agreements or documents.

            B.  Rights  and  Remedies  Cumulative.  No  right or  remedy  herein
conferred  upon the Payee is  intended  to be  exclusive  of any other  right or
remedy contained herein or in any instrument or document delivered in connection
with or pursuant to this Note or the Security Documents, and every such right or
remedy shall be cumulative and shall be in addition to every other such right or
remedy  contained  herein and therein or now or hereafter  existing at law or in
equity or by statute, or otherwise.

            C. Rights and Remedies Not Waived.  No course of dealing between the
Company  and the  Payee or any  failure  or  delay  on the part of the  Payee in
exercising any rights or remedies of the Payee and no single or partial exercise
of any  rights or  remedies  hereunder  or under the  Security  Documents  shall
operate as a waiver or preclude  the  exercise  of any other  rights or remedies
hereunder.

      8.  Representations of the Company. The Company represents and warrants to
the Payee that:

            A. Corporate Organization; Etc. The Company and its Subsidiaries are
corporations  duly  organized,  validly  existing and in good standing under the
laws of the  jurisdiction  in  which  they are  incorporated,  and have the full
corporate  power and authority to carry on their  business as they are now being
conducted and to own the  properties and assets they now own; are duly qualified
or  licensed to do business  as a foreign  corporation  in good  standing in the
jurisdictions in which such qualification is required,  except where the failure
to so qualify or to be so licensed  would not have a Material  Adverse Effect on
its business,  financial  condition,  results of operations or on its ability to
continue  to conduct  its  business as  currently  conducted.  The copies of the
articles of incorporation and by-laws (or other relevant organization documents)
and  any  amendments  thereto  of the  Company  and  each  of  its  Subsidiaries
heretofore  delivered  to the  Payee are  complete  and  correct  copies of such
instruments  as currently  in effect.  As used in this Note,  "Material  Adverse
Effect" means any material adverse effect on the business,  properties,  assets,
operations,  results of  operations,  prospects  or  financial  condition of the
Company  and its  Subsidiaries,  taken as a whole.  The term  "Material  Adverse
Effect" does not include any material  developments  adversely affecting (i) the
industry in which the Company is engaged generally or (ii) the national economy,
security,  stability or peace of the United  States or any  country,  taken as a
whole.

            B.  Capitalization.  The authorized,  issued and outstanding capital
stock of the Company prior to the consummation of the transactions  contemplated
hereby is set forth in Schedule 8B. All of such outstanding shares have been and
are, or upon issuance will be, validly  issued,  fully paid and  non-assessable.
Except as disclosed  in the schedule  delivered to the Payee on the date hereof,
(i) no shares of the Company's  capital  stock are subject to preemptive  rights
under  Delaware  law or any other  similar  rights or any liens or  encumbrances
suffered  or  permitted  by the  Company;  (ii)  there are no  outstanding  debt
securities  issued by the Company  (other than as may be issued  pursuant to the
Letter  Agreement);  (iii) there are no outstanding  options,  warrants,  scrip,
rights  to  subscribe  to,  calls or  commitments  of any  character  whatsoever
relating to, or securities  or rights  convertible  into,  any shares of capital
stock of the  Company or any of its  Subsidiaries,  or  contracts,  commitments,
understandings  or arrangements by which the Company or any of its  Subsidiaries
is or may  become  bound to issue  additional  shares  of  capital  stock of the
Company  or any of its  Subsidiaries  or  options,  warrants,  scrip,  rights to
subscribe to, calls or commitments of any character  whatsoever  relating to, or
securities  or rights  convertible  into,  any  shares of  capital  stock of the
Company or any of its Subsidiaries; (iv) there are no agreements or arrangements
under which the Company or any of its  Subsidiaries is obligated to register the
sale of any of their securities under the 1933 Act; (v) there are no outstanding
securities  of  the  Company  or  any  of its  Subsidiaries  which  contain  any
redemption  or  similar  provisions,  and there are no  contracts,  commitments,
understandings  or arrangements by which the Company or any of its  Subsidiaries
is or may  become  bound  to  redeem a  security  of the  Company  or any of its
Subsidiaries;   (vi)  there  are  no   securities  or   instruments   containing
anti-dilution  or similar  provisions  that will be triggered by the issuance of
this Note; and (vii) the Company does not have any stock appreciation  rights or
"phantom stock" plans or agreements or any similar plan or agreement.  All prior
sales of  securities  of the  Company  or any of its  Subsidiaries  were  either
registered  under the 1933 Act and applicable  state  securities  laws or exempt
from such  registration,  and no security holder has any rescission  rights with
respect  thereto  except to the extent any such rights would not  reasonably  be
expected to have a Material Adverse Effect.

                                       9

<PAGE>

            C. SEC Documents;  Financial  Statements.  Except as disclosed since
January  31,  2003,  the  Company  has  filed  all  reports,  schedules,  forms,
statements  and other  documents  required to be filed by it with the Securities
and Exchange  Commission (the "SEC")  pursuant to the reporting  requirements of
the  Securities  Exchange  act of 1934,  as amended (the "1934 Act") (all of the
foregoing  filed  after  January  31,  2003 and prior to the date hereof and all
exhibits  included  therein and financial  statements and schedules  thereto and
documents incorporated by reference therein being hereinafter referred to as the
"SEC Documents").  As of their respective  dates, the SEC Documents  complied in
all material  respects with the  requirements  of the 1934 Act and the rules and
regulations of the SEC promulgated  thereunder  applicable to the SEC Documents.
None of the SEC Documents,  at the time they were filed with the SEC,  contained
any  untrue  statement  of a material  fact or omitted to state a material  fact
required  to be stated  therein  or  necessary  in order to make the  statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.  As of their  respective  dates,  the  financial  statements  of the
Company  included  in the SEC  Documents  complied  as to  form in all  material
respects  with  applicable  accounting  requirements  of the  SEC  with  respect
thereto.  Such financial  statements have been prepared in accordance with GAAP,
during the periods  involved  (except (i) as may be otherwise  indicated in such
financial  statements  or the notes  thereto,  or (ii) in the case of  unaudited
interim statements, to the extent they may exclude footnotes or may be condensed
or summary statements),  show all material liabilities,  absolute or contingent,
of the  Company  required to be  required  to be  recorded  thereon,  and fairly
present in all material respects the financial position of the Company as of the
dates thereof and the results of its  operations  and cash flows for the periods
indicated  (subject,  in the case of unaudited  statements,  to normal  year-end
audit adjustments).

            D. Absence of Changes.  Since  January 31, 2004,  there have been no
material adverse changes in the financial  condition,  business or properties of
the Company or of the Company and its Subsidiaries, taken as a whole, other than
changes  referred  to in the  SEC  Documents.  Except  as  described  in the SEC
Documents  or as set forth in the  schedule to be  delivered to the Payee on the
date  hereof,  since  January 31,  2004,  (i) the Company has not  incurred  any
liabilities or obligations,  direct or contingent, not in the ordinary course of
business,  or  entered  into  any  transaction  not in the  ordinary  course  of
business,  which is material to the business of the Company,  (ii) there has not
been any change in the capital stock of, or any incurrence of long-term debt by,
the Company,  or any  issuance of options,  warrants or other rights to purchase
the  capital  stock of the  Company,  or any adverse  change or any  development
involving,  so far as the  Company can now  reasonably  foresee,  a  prospective
adverse change in the condition (financial or otherwise),  net worth, results of
operations, business, key personnel or properties which would be material to the
business or financial  condition  of the Company,  and (iii) the Company has not
become a party to, and neither the  business nor the property of the Company has
become the subject of, any  material  litigation  whether or not in the ordinary
course of business.

            E. Title.  Except as set forth in or contemplated by the schedule to
be  delivered  to the  Payee  on the  date  hereof,  the  Company  has  good and
marketable  title to all  material  properties  and assets owned by it, free and
clear  of all  liens,  charges,  encumbrances  or  restrictions,  except  as not
prohibited  by  Section  6(B)(vi)  hereof  or  such as are  not  significant  or
important in relation to the Company's business;  all of the material leases and
subleases  under which the Company is the lessor or sublessor of  properties  or
assets  or under  which  the  Company  holds  properties  or assets as lessee or
sublessee are in full force and effect, and the Company is not in default in any
material  respect with respect to any of the terms or  provisions of any of such
leases or subleases,  and no material  claim has been asserted by anyone adverse
to rights of the Company as lessor, sublessor,  lessee or sublessee under any of
the leases or subleases  mentioned  above, or affecting or questioning the right
of the Company to continued  possession  of the leased or subleased  premises or
assets under any such lease or sublease.  The Company  owns,  leases or licenses
all such  properties as are necessary to its  operations as described in the SEC
Documents.

            F.  Intellectual  Property Rights.  The Company and its Subsidiaries
own or possess  adequate rights or licenses to use all trademarks,  trade names,
service  marks,  service mark  registrations,  service  names,  patents,  patent
rights, copyrights, inventions, licenses, approvals, governmental

                                       10

<PAGE>

authorizations,  trade secrets and rights  necessary to conduct their respective
businesses as now  conducted.  Except as set forth on the schedule  delivered to
the Payee on the date hereof,  none of the  Company's  trademarks,  trade names,
service  marks,  service mark  registrations,  service  names,  patents,  patent
rights, copyrights,  inventions, licenses, approvals, government authorizations,
trade secrets or other  intellectual  property rights has expired or terminated,
or is  expected  to expire or  terminate  within two years from the date of this
Note,  except  where  such  expiration  or  termination  would  not have  either
individually or in the aggregate a Material Adverse Effect.  The Company and its
Subsidiaries do not have any knowledge of any infringement by the Company or its
Subsidiaries  of  trademarks,   trade  name  rights,   patents,  patent  rights,
copyrights,  inventions,  licenses,  service names,  service marks, service mark
registrations,  trade secrets or other similar rights of others,  or of any such
development  of similar or identical  trade secrets or technical  information by
others and, except as set forth on such schedule, no claim, action or proceeding
has been  made or  brought  against,  or to the  Company's  knowledge,  has been
threatened against, the Company or its Subsidiaries regarding trademarks,  trade
name rights, patents, patent rights, inventions,  copyrights,  licenses, service
names,  service  marks,  service  mark  registrations,  trade  secrets  or other
infringement,  except where such infringement, claim, action or proceeding would
not  reasonably  be expected to have either  individually  or in the aggregate a
Material Adverse Effect.  Except as set forth on such schedule,  the Company and
its Subsidiaries are unaware of any facts or circumstances which might give rise
to any of the foregoing.  The Company and its Subsidiaries have taken reasonable
security  measures to protect the secrecy,  confidentiality  and value of all of
their  intellectual  properties  except  where  the  failure  to do so would not
reasonably  be  expected  to have  either  individually  or in the  aggregate  a
Material Adverse Effect.

            G.  Litigation.  Except  as  set  forth  in or  contemplated  by the
schedule delivered to the Payee on the date hereof, there is no material action,
suit, investigation, customer complaint, claim or proceeding at law or in equity
by or before any court, arbitrator, governmental instrumentality or authority or
other agency now pending or, to the knowledge of the Company, threatened against
the Company,  the adverse outcome of which would be reasonably  likely to have a
Material  Adverse  Effect.  The Company is not subject to any  judgment,  order,
writ,  injunction  or  decree  of  any  Federal,   state,   municipal  or  other
governmental department,  commission,  board, bureau, agency or instrumentality,
domestic or foreign which have a Material Adverse Effect.

            H. Taxes.  Except as set forth in or  contemplated  by the  schedule
delivered  to the Payee on the date  hereof,  the Company has filed all Federal,
state,  local and foreign tax  returns  which are  required to be filed by it or
otherwise met its disclosure  obligations to the relevant  agencies and all such
returns are true and correct in all material  respects.  The Company has paid or
adequately  provided for all tax liabilities of the Company as reflected on such
returns or determined  to be due on such returns or pursuant to any  assessments
received by it or which it is  obligated to withhold  from amounts  owing to any
employee,  creditor or third  party.  There are no unpaid  taxes in any material
amount claimed to be due by the taxing  authority of any  jurisdiction,  and the
officers  of the Company  know of no basis for any such  claim.  The Company has
properly accrued all taxes required to be accrued by GAAP consistently  applied.
The tax returns of the Company  have never been  audited by any state or Federal
authorities.  The Company has not waived any statute of limitations with respect
to taxes or agreed to any  extension of time with respect to any tax  assessment
or deficiency.

            I. Compliance With Laws; Licenses;  Etc. The business of the Company
and its  Subsidiaries is not being conducted in violation of any law,  ordinance
or  regulation  of any  governmental  entity  except  for  such  violations  the
sanctions for which either individually or in the aggregate would not reasonably
be expected to have a Material Adverse Effect,  and the Company has not received
notice of any violation of or noncompliance  with any Federal,  state,  local or
foreign,  laws,  ordinances,  regulations and orders  applicable to its business
which has not been cured, the violation of, or noncompliance  with which,  would
be  reasonably  likely to have a Material  Adverse  Effect.  The Company has all
material   licenses   and   permits   and   other   governmental   certificates,
authorizations and permits and approvals (collectively,  "Licenses") required by
every Federal,  state and local  government or regulatory body for the operation
of its business as currently  conducted  and the use of its  properties,  except
where the  failure to be licensed or possess a permit  would not  reasonably  be
expected to have a Material  Adverse Effect.  The Licenses are in full force and
effect and to the Company's  knowledge no violations  currently exist in respect
of any License and no proceeding is pending or threatened to revoke or limit any
thereof.

                                       11

<PAGE>

            J. Existing Indebtedness. The schedule delivered to the Payee on the
date hereof is a complete  and correct  list of all  indebtedness  for  borrowed
money  of the  Company  and  its  Subsidiaries  in an  unpaid  principal  amount
exceeding $10,000, showing as to each item of such indebtedness the obligor, the
aggregate  principal amount  outstanding and a brief description of any security
therefor  (after giving effect to the application of the proceeds of the sale of
this  Note).  The  Company  is not in  default  in any  material  respect in the
performance or observance of any of the terms, covenants or conditions contained
in any instrument evidencing any such indebtedness and no event has occurred and
is continuing which, with notice or the lapse of time or both, would become such
a default.

            K. Security  Interest.  Assuming that the Security  Documents are in
proper form and are perfected in accordance with applicable laws and regulations
on the date  thereof,  the  Security  Documents  create and grant to the Payee a
legal,  valid and perfected first priority  security interest in the Collateral.
The Collateral is not subject to any other Lien or security interest  whatsoever
except Permitted Liens.

            L. Subsidiaries. As of the date hereof, (i) the Company has only the
Subsidiaries  set forth on, and the authorized,  issued and outstanding  capital
stock of each Subsidiary is as set forth on, the schedule delivered to the Payee
on the date hereof and (ii) the  ownership  interests in each  Subsidiary of the
Company are duly authorized,  validly issued,  fully paid and  nonassessable and
are owned  beneficially and of record by the persons set forth on such schedule,
free and clear of all Liens.  As of the date  hereof,  the  Subsidiaries  of the
Company have not issued any securities  convertible into, or options or warrants
for, any common or preferred equity securities  thereof,  except as set forth on
such schedule.  Except as set forth on such  schedule,  there are no agreements,
voting  trusts  or  understandings   binding  on  the  Company  or  any  of  its
Subsidiaries  restricting  the transfer of the voting  securities  of any of the
Company's  Subsidiaries or affecting in any manner the sale, pledge,  assignment
or other  dispositions  thereof,  including any right of first refusal,  option,
redemption,  call or other  right  with  respect  thereto,  whether  similar  or
dissimilar to any of the foregoing.

            M. Investment  Companies and Other Regulated  Entities.  Neither the
Company nor any of its Subsidiaries is (i) an "investment  company" or a company
"controlled" by an "investment  company" as defined in, or subject to regulation
under,  the  Investment  Company  Act of 1940,  as  amended,  or (ii) a "holding
company"  as defined  in, or subject to  regulation  under,  the Public  Utility
Holding Company Act of 1935 or the Federal Power Act, as amended.

            N. Absence of Certain  Restrictions.  No indenture,  certificate  of
designation for preferred stock, agreement or instrument to which the Company or
any of its  Subsidiary  is a party  (other  than  this  Note or any Note  issued
pursuant to the Letter  Agreement),  prohibits or limits in any way, directly or
indirectly  the ability of any such  Subsidiary to make  Restricted  Payments or
repay any indebtedness to the Company or to another Subsidiary of the Company.

            O. ERISA.  Each  Pension  Plan is in  compliance  with the  Employee
Retirement  Income  Security Act of 1974, as amended from time to time,  and the
rules  and  regulations  issued  thereunder,  as from  time  to  time in  effect
("ERISA") and the Code, where applicable,  in all material respects and no ERISA
Event has occurred or is reasonably  expected to occur that, when taken together
with all other ERISA Events for which liability is reasonably expected to occur,
is reasonably  expected to result in a Material Adverse Effect.  As used in this
Note,  "Pension Plan" means, at any date of determination,  any employee pension
benefit plan, the funding of which (under Section 302 of ERISA or Section 412 of
the Code) are, or at any time within the six years  immediately  preceding  such
date, were in whole or in part, the  responsibility of the Company or any of its
Subsidiaries,  or any  person  or  entity  which  is a  member  of any  group of
organizations  within  the  meaning  of  Section  414(b) or (c) of the Code (or,
solely for the purposes of  potential  liability  under  Section  302(c)(11)  of
ERISA, and Section 412(n) of the Code, Sections 414(m) or (o) of the Code) which
the Company or any of its Subsidiaries is a member (each, an "ERISA Affiliate").
As used in this Note,  "ERISA Event" means (i) a "reportable  event", as defined
in Section 4043 of ERISA with respect to a Pension Plan (other than an event for
which the 30-day  notice period is waived),  (ii) the existence  with respect to
any Pension Plan of an "accumulated  funding  deficiency" (as defined in Section
412 of the Code or Section  302 of  ERISA),  whether  or not  waived;  (iii) the
filing  pursuant to Section  412(d) of the Code or Section 303(d) of ERISA of an
application  for a waiver of the minimum  funding  standard  with respect to any
Pension  Plan;  (iv) the  incurrence by the Company or its  Subsidiaries  or any
ERISA  Affiliate  of any  liability  under Title IV of ERISA with respect to the
termination  of any Pension  Plan;  (v) the receipt by the Company or any of its
Subsidiaries  or  any  ERISA   Affiliate  from  the  Pension  Benefit   Guaranty
Corporation established pursuant to Subtitle A of Title IV of ERISA (or any

                                       12

<PAGE>

governmental   authority   succeeding  to  the  functions  thereof)  or  a  plan
administrator  of any notice  relating to an intention to terminate  any Pension
Plan or Pension  Plans or to appoint a trustee to  administer  any Pension Plan;
(vi) the  incurrence  by the  Company  or any of its  Subsidiaries  or any ERISA
Affiliate of any liability with respect to the withdrawal or partial  withdrawal
from any Pension Plan or Multiemployer Plan (as defined in Section 4003(a)(3) of
ERISA);  or (vii) the receipt by the Company or any of its Subsidiaries or ERISA
Affiliate of any notice,  concerning the imposition of Withdrawal  Liability (as
defined in Part I of Subtitle E of Title IV of ERISA) or a determination  that a
Multiemployer  Plan is, or is expected to be,  insolvent  or in  reorganization,
within the meaning of Title IV of ERISA.

            P. Authorization; No Violation.

                  (a)  The  Company  has  full  corporate  power  and  authority
necessary  to enter into this Note and the  Security  Documents to carry out the
transactions  contemplated  by the  Documents.  The  Board of  Directors  of the
Company has taken such necessary  action to authorize the execution and delivery
of this Note and the Security Documents and the consummation of the transactions
contemplated  thereby.  This  Note and the  Security  Documents  have  been duly
executed  and  delivered  by the  Company  and  are  legal,  valid  and  binding
obligations of the Company  enforceable  against it in accordance with its terms
except  that (i) such  enforcement  may be  subject to  bankruptcy,  insolvency,
reorganization,  moratorium  or other  similar  laws now or  hereafter in effect
relating to creditors'  rights and (ii) the remedy of specific  performance  and
injunctive  and other  forms of  equitable  relief may be  subject to  equitable
defenses  and to the  discretion  of  the  court  before  which  any  proceeding
therefore may be brought.

                  (b) Neither the  execution and delivery of any of the Security
Documents nor the  consummation of the  transactions  contemplated  thereby will
violate any provision of the articles or certificate of incorporation or by-laws
or other  organizational  documents  of the  Company,  be in conflict  with,  or
constitute a default (or an event  which,  with notice or lapse of time or both,
would constitute a default) under or result in the termination of, or accelerate
the  performance  required by, or cause the  acceleration of the maturity of any
debt or  obligation  pursuant to, or result in the creation or imposition of any
security interest,  lien or other encumbrance upon any property or assets of the
Company, any agreement or commitment to which the Company is a party or by which
the Company is bound or to which the  property  of the  Company is  subject,  or
violate any statute or law or any judgment, decree, order, regulation or rule of
any court or governmental authority applicable to the Company.

      9. Miscellaneous.

            A. Parties in Interest.  All covenants,  agreements and undertakings
in this Note  binding  upon the Company or the Payee shall bind and inure to the
benefit of the  successors  and permitted  assigns of the Company and the Payee,
respectively.  The Payee shall not be  entitled to assign this Note  without the
written  consent  of the  Company,  which  consent  shall  not  be  unreasonably
withheld.

            B.  Governing  Law.  This Note shall be governed by and construed in
accordance  with  the  laws of the  State  of New  York  without  regard  to the
conflicts of laws or principles  thereof.  The parties  hereto hereby agree that
any suit or proceeding  arising directly and/or indirectly  pursuant to or under
this instrument or the  consummation of the  transactions  contemplated  hereby,
shall be brought solely in a federal or state court located in the City,  County
and State of New York. By its execution hereof,  the parties hereby covenant and
irrevocably  submit to the in  personam  jurisdiction  of the  federal and state
courts  located  in the City,  County  and State of New York and agree  that any
process in any such  action  may be served  upon any of them  personally,  or by
certified  mail or  registered  mail upon them or their  agent,  return  receipt
requested, with the same full force and effect as if personally served upon them
in New York City. The parties hereto waive any claim that any such  jurisdiction
is not a  convenient  forum for any such suit or  proceeding  and any defense or
lack of in personam  jurisdiction with respect thereto. In the event of any such
action or proceeding,  the party prevailing therein shall be entitled to payment
from the other party hereto of its reasonable  counsel fees and disbursements in
an amount judicially determined.

            C. Waiver of Jury Trial. THE PAYEE AND THE COMPANY HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY  WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY  LITIGATION  BASED  HEREON,  OR ARISING OUT OF,  UNDER,  OR IN
CONNECTION  WITH THIS NOTE OR ANY OTHER  DOCUMENT  OR  INSTRUMENT  EXECUTED  AND
DELIVERED IN  CONNECTION  HEREWITH OR ANY COURSE OF CONDUCT,  COURSE OF DEALING,
STATEMENTS  (WHETHER  VERBAL OR WRITTEN) OR ACTIONS OF THE PAYEE OR THE COMPANY.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PAYEE'S PURCHASING THIS NOTE.

                                       13

<PAGE>

            D. Expenses and Fees. All fees, costs and expenses of every kind and
nature,  including but not limited to the reasonable  attorneys'  fees and legal
expenses,  incurred by Payee in connection with the collection,  administration,
or enforcement of its rights under this Note or in defending or prosecuting  any
actions or  proceedings  arising  out of or related to any  amounts due to Payee
under this Note shall be borne and paid by the Company  upon  written  demand by
the Payee and until paid,  shall be added to the amounts due  hereunder and bear
interest at a rate per annum equal to 18%.

            E.  Repricing of Options.  No  representation  or covenant  shall be
deemed to be breached in the event that the Company  effectuates  a repricing of
any options previously issued pursuant to a stock option plan in accordance with
the terms  therewith  as a result  of the  receipt  by  Holder  of any  Warrant;
provided, however, that under no circumstances shall such repricing result in an
exercise price less than the Warrant Share Price.

            F. Entire  Agreement.  This Note (including any schedule  referenced
herein),  the Security  Documents and the Letter  Agreement set forth the entire
agreement of the parties with respect to the subject  matter hereof and thereof,
superseding and replacing any agreement or  understanding  that may have existed
between the parties prior to the date hereof in respect to such subject matter.

            IN WITNESS WHEREOF, this Note has been executed and delivered on the
date first specified above by the duly authorized representative of the Company.

                              ENHANCE BIOTECH, INC.

                              By: /s/ Christopher Every

                                  ---------------------------
                                  Name: Christopher Every
                                  Title:   President and CEO

                                       14

<PAGE>

                              Schedule of Tranches

--------------------- ------------------------ --------------- -----------------
                                               Date of         Principal

Date of Advance of    Principal Amount of      Repayment of    Amount of
Tranche               Tranche vAdvanced        Tranche         Tranche Repaid
--------------------- ------------------------ --------------- -----------------

--------------------- ------------------------ --------------- -----------------

--------------------- ------------------------ --------------- -----------------

--------------------- ------------------------ --------------- -----------------

--------------------- ------------------------ --------------- -----------------

--------------------- ------------------------ --------------- -----------------

--------------------- ------------------------ --------------- -----------------

--------------------- ------------------------ --------------- -----------------

--------------------- ------------------------ --------------- -----------------

--------------------- ------------------------ --------------- -----------------

--------------------- ------------------------ --------------- -----------------

--------------------- ------------------------ --------------- -----------------

--------------------- ------------------------ --------------- -----------------

--------------------- ------------------------ --------------- -----------------

--------------------- ------------------------ --------------- -----------------

--------------------- ------------------------ --------------- -----------------

--------------------- ------------------------ --------------- -----------------

--------------------- ------------------------ --------------- -----------------

--------------------- ------------------------ --------------- -----------------

--------------------- ------------------------ --------------- -----------------

--------------------- ------------------------ --------------- -----------------

--------------------- ------------------------ --------------- -----------------


                                       15