EXHIBIT 4.5

     THIS PROMISSORY NOTE AND THE SECURITIES  OBTAINABLE UPON CONVERSION  HEREOF
     (COLLECTIVELY,  THE  "SECURITIES")  HAVE  NOT  BEEN  REGISTERED  UNDER  THE
     SECURITIES ACT OF 1933, AS AMENDED ("THE ACT"),  OR THE SECURITIES  LAWS OF
     ANY STATE. THE SECURITIES MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED
     EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER SUCH ACT AND
     APPLICABLE  STATE  SECURITIES  LAWS OR PURSUANT TO AN APPLICABLE  EXEMPTION
     FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

                          CONVERTIBLE PROMISSORY NOTE

U.S. $200,000                                                 September 29, 2004

     FOR VALUE RECEIVED,  Embryo Development Corp., a Delaware  corporation (the
"Company"),  hereby  promises to pay to the order of Embryo  Partners,  LLC (the
"Lender") the principal amount of Two Hundred  Thousand Dollars  ($200,000) (the
"Principal  Amount"),  together with interest on the Principal Amount under this
senior convertible  promissory note (this "Note") at the per annum rate of eight
(8%)  percent  (calculated  daily on the  basis  of a 360-  day year and  actual
calendar days elapsed).  Subject to conversion as provided herein, the Principal
Amount and  accrued  interest  on this Note shall  become due and payable in one
installment on September 29, 2005 (the "Maturity Date").

     Both the  Principal  Amount and  accrued  interest  shall be paid in lawful
money of the United  States of  America  to the  Lender at c/o Sloan  Securities
Corp.,  444 Madison  Avenue,  23rd Floor,  New York, New York 10022,  or at such
other  address as the Lender may  designate by notice in writing to the Company,
in immediately available funds.

        If any payment hereunder falls due on a Saturday, Sunday or legal
holiday, it shall be payable on the next succeeding business day and such
additional time shall be included in the computation of interest.

     All capitalized  terms not defined herein shall have the meanings  ascribed
thereto in the Note  Purchase  Agreement,  by and between  Company and Lender of
even date herewith (the "Note Purchase Agreement").

     1. Senior.  The indebtedness  evidenced by this Note and the payment of the
Principal Amount and interest  thereof shall be Senior (as hereinafter  defined)
to, and have priority in right of payment over, all indebtedness of the Company.
"Senior"  shall be  deemed to mean  that,  in the  event of any  default  in the
payment  of the  obligations  represented  by this  Note or of any  liquidation,
insolvency,  bankruptcy,  reorganization, or similar proceedings relating to the
Company,  all sums  payable  on this  Note,  shall  first be paid in full,  with
interest,  if any, before any payment is made upon any other  indebtedness,  now
outstanding  or  hereinafter  incurred,  and, in any such event,  any payment or
distribution  of any  character  which  shall be made in  respect  of any  other

<PAGE>

indebtedness  of the Company,  shall be paid over to the holder of this Note for
application to the payment hereof,  unless and until the obligations  under this
Note (which shall mean the Principal  Amount and other  obligations  arising out
of, premium, if any, interest on, and any costs and expenses payable under, this
Note) shall have been paid and satisfied in full.

2. Conversion.

     (a) Conversion. In the event the Company consolidates with, or merges into,
another corporation or entity, or effects any other corporate  reorganization or
other transaction or series of transactions  resulting in the transfer of 50% or
more of the  outstanding  voting power of the Company (a "Merger  Transaction"),
the  entire  principal  amount  on this  Note  shall  be  converted  ("Mandatory
Conversion") into the Company's (or the successor entity's) common stock (or, at
the option of  Company,  shares of Series B  Preferred  Stock  representing  the
number of shares of Company  Common based on the  conversion  ratio set forth in
the  certificate  of  Designation  for the  Series B  Preferred  Stock  ("Equity
Securities").  The Mandatory Conversion shall occur at the closing of the Merger
Transaction ("Closing").  The number of shares of Equity Securities to be issued
upon such conversion shall be equal to the quotient obtained by dividing (i) the
entire principal  amount of this Note,  together with accrued interest hereon by
(ii) $0.01  ("Conversion  Price"),  and  concurrent  with the  issuance  of such
shares, the Lender shall be afforded no less than piggyback  registration rights
on the Equity  Securities.  In addition,  the Lender shall have the right at any
time ("Discretionary Conversion") to convert the entire principal amount of this
Note,  together with accrued interest hereon,  into the Equity Securities at the
Conversion  Price.  Any fraction of a share  resulting  from these  calculations
shall be rounded upward to the whole share. The Company  covenants to cause such
shares,  when  issued  pursuant  to this  Section  2(a),  to be  fully  paid and
nonassessable,  and free from all taxes,  liens and charges  with respect to the
issuance  thereof,  other  than any taxes,  liens or  charges  not caused by the
Company.  The Company  represents that the current conversion ratio is 10 shares
of Common Stock for each share of Preferred  Stock, but reserves the right prior
to issuance of the Series B Preferred  Stock to revise the  conversion  ratio up
to, but not greater than, 100 shares of Common Stock for each share of Preferred
Stock.

     (b) Mechanics and Effect of Conversion.

     (i) Mandatory  Conversion.  At the Closing of the Merger  Transaction,  the
Lender shall surrender this Note, duly endorsed, at the principal offices of the
Company.  At its expense,  the Company will, as soon as practicable  thereafter,
issue and deliver to such Lender, at its address,  a certificate or certificates
for the number of Equity  Securities  to which such Lender is entitled upon such
conversion.  At the  time of the  Mandatory  Conversion,  this  Note,  the  Note
Purchase Agreement will terminate and be of no further force or effect.

     (ii) Discretionary Conversion. To exercise a Discretionary Conversion,  the
Lender  shall  surrender  its  Note,  duly  endorsed,  together  with a  written
conversion notice to the Company at its principal  office.  At its expense,  the
Company  will,  as soon as  practicable  thereafter,  issue and  deliver to such
Lender,  at its address,  a certificate or certificates for the number of shares
to which such Lender is entitled upon such conversion. This Note shall be deemed
to have been converted  immediately prior to the close of business on the date 1

                                       2
<PAGE>

business day after giving of such notice and the Lender shall be treated for all
purposes as the record  holder of the Equity  Securities  deliverable  upon such
conversion as of the close of business on such date.

     (c) No  Impairment.  The Company  will not, by amendment of its Amended and
Restated   Articles   of   Incorporation   or   through   any    reorganization,
recapitalization,  transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action,  avoid or seek to avoid the
observance  or  performance  of any of the  terms to be  observed  or  performed
hereunder  by the  Company,  but will at all times in good  faith  assist in the
carrying  out of all the  provisions  of this Section 2 and in the taking of all
such  action  as may be  necessary  or  appropriate  in  order  to  protect  the
conversion rights of the Lender of this Note against impairment.

     3.  Reservation of Shares.  The Company shall at all times have  authorized
and reserved for issuance a sufficient  number of shares of its capital stock to
provide for the full conversion of this Note.

     4. Change of Control.  Subject to the  conversion  provisions  set forth in
section  2(a) above,  in the event of (i) any  transaction  or series of related
transactions  (including  any  reorganization,  merger  or  consolidation)  that
results in the  transfer of 50% or more of the  outstanding  voting power of the
Company,  and  (ii) a sale  of all or  substantially  all of the  assets  of the
Company to another person, this Note shall be automatically due and payable. The
Company will give the Lender not less than ten (10)  business days prior written
notice of the occurrence of any events referred to in this Section 4.

     5. Certain Adjustments. The number and class or series of shares into which
this Note may be converted  under  Section 2 shall be subject to  adjustment  in
accordance with the following provisions:

     (a)  Adjustment  for  Reorganization  or  Recapitalization.  Subject to the
mandatory conversion provisions as set forth in Section 2 hereto, if, while this
Note  remains  outstanding  and  has  not  been  converted,  there  shall  be  a
reorganization or recapitalization,  combination, reclassification,  exchange or
subdivision  of  shares  otherwise  provided  for  herein),   all  necessary  or
appropriate  lawful provisions shall be made so that the Lender shall thereafter
be entitled to receive upon  conversion  of this Note,  the  greatest  number of
shares of stock or other  securities  or property  that a holder of the class of
securities  deliverable upon conversion of this Note would have been entitled to
receive  in such  reorganization  or  recapitalization  if this  Note  had  been
converted  immediately  prior to such  reorganization or  recapitalization,  all
subject to further  adjustment  as provided in this  Section 5. If the per share
consideration  payable to the Lender for such class of  securities in connection
with any such transaction is in a form other than cash or marketable securities,
then the value of such  consideration  shall be  determined in good faith by the
Company's Board of Directors.  The foregoing  provisions of this paragraph shall
similarly apply to successive  reorganizations or  recapitalizations  and to the
stock or securities  of any other  corporation  that are at the time  receivable
upon the conversion of this Note. In all events, appropriate adjustment shall be
made in the application of the provisions of this Note (including  adjustment of
the  conversion  price  and  number  of  shares  into  which  this  Note is then

                                       3
<PAGE>

convertible  pursuant to the terms and  conditions of this Note) with respect to
the rights and  interests of the Lender after the  transaction,  to the end that
the  provisions  of this Note shall be applicable  after that event,  as near as
reasonably  may be, in relation to any shares or other  property  deliverable or
issuable after such reorganization or  recapitalization  upon conversion of this
Note.

     (b)  Adjustments  for Split,  Subdivision or Combination of Shares.  If the
Company at any time while this Note remains  outstanding and unconverted,  shall
split or subdivide any class of securities into which this Note may be converted
into a different number of securities of the same class, the number of shares of
such class issuable upon conversion of this Note immediately prior to such split
or subdivision shall be  proportionately  increased and the Conversion Price for
such class of securities shall be proportionately  decreased.  If the Company at
any time  while  this Note,  or any  portion  hereof,  remains  outstanding  and
unconverted  shall combine any class of  securities  into which this Note may be
converted,  into a different  number of securities of the same class, the number
of shares of such class issuable upon conversion of this Note immediately  prior
to such combination shall be proportionately  decreased and the Conversion Price
for such class of securities shall be proportionately increased.

     (c) Adjustments for Dividends in Stock or Other Securities or Property. If,
while this Note remains outstanding and unconverted, the holders of any class of
securities as to which conversion rights under this Note exist at the time shall
have received,  or, on or after the record date fixed for the  determination  of
eligible  stockholders,  shall have become entitled to receive,  without payment
therefor,  other or additional stock or other securities or property (other than
cash) of the Company by way of dividend,  then and in each case, this Note shall
represent  the right to  acquire,  in  addition  to the number of shares of such
class of security  receivable  upon conversion of this Note, and without payment
of any additional consideration therefor, the amount of such other or additional
stock or other securities or property (other than cash) of the Company that such
holder  would  hold on the date of such  conversion  had it been the  holder  of
record of the class of security  receivable  upon conversion of this Note on the
date  hereof and had  thereafter,  during the period from the date hereof to and
including  the date of such  conversion,  retained  such shares and/or all other
additional stock available by it as aforesaid during said period,  giving effect
to all  adjustments  called for during  such  period by the  provisions  of this
Section 5.

     6.  Further  Adjustments.  In case at any time or,  from time to time,  the
Company  shall take any action that affects the class of  securities  into which
this  Note  may be  converted  under  Section  2(b)(ii),  other  than an  action
described herein,  then,  unless such action will not have a materially  adverse
effect  upon the  rights of the  Lender,  the  number of shares of such class of
securities (or other  securities)  into which this Note is convertible  shall be
adjusted  in  such a  manner  and at such  time as  shall  be  equitable  in the
circumstances.

     7. Certificate as to Adjustments. Upon the occurrence of each adjustment or
readjustment pursuant to Section 5 or Section 6, the Company at its sole expense
shall promptly  compute such  adjustment or  readjustment in accordance with the
terms  hereof  and  furnish  to the  Lender a  certificate  setting  forth  such
adjustment  or  readjustment  and  showing  in detail  the facts upon which such

                                       4
<PAGE>

adjustment or readjustment is based. The Company shall, upon the written request
at any time of the  Lender,  furnish or cause to be  furnished  to Lender a like
certificate  setting forth (i) such adjustments and readjustments,  and (ii) the
number and class of securities  and the amount,  if any, of other property which
at the time would be received upon the conversion of this Note under Section 2.

     8.  Affirmative Covenants. The Company covenants and agrees that, while any
amounts under this Note are outstanding, it shall:

     (a) Do all things  necessary  to preserve and keep in full force and effect
its corporate existence,  including, without limitation, all licenses or similar
qualifications  required by it to engage in its business in all jurisdictions in
which it is at the time so  engaged;  and  continue to engage in business of the
same  general type as  conducted  as of the date  hereof;  and (ii)  continue to
conduct its business  substantially  as now conducted or as otherwise  permitted
hereunder;

     (c)  Pay  and  discharge  promptly  when  due all  taxes,  assessments  and
governmental  charges or levies imposed upon it or upon its income or profits or
in  respect  of its  property  before the same  shall  become  delinquent  or in
default, which, if unpaid, might reasonably be expected to give rise to liens or
charges upon such  properties or any part  thereof,  unless,  in each case,  the
validity  or amount  thereof is being  contested  in good  faith by  appropriate
proceedings  and the Company  has  maintained  adequate  reserves  with  respect
thereto in accordance with GAAP;

     (d) Comply in all material respects with all federal,  state and local laws
and regulations,  orders, judgments, decrees,  injunctions,  rules, regulations,
permits,   licenses,   authorizations   and   requirements   applicable   to  it
(collectively,   "Requirements")  of  all  governmental   bodies,   departments,
commissions,  boards,  companies or associations insuring the premises,  courts,
authorities, officials or officers which are applicable to the Company or any of
its properties,  except where the failure to so comply would not have a material
effect  ("Material  Adverse  Effect") on the  Company or any of its  properties;
provided,  however,  that nothing provided herein shall prevent the Company from
contesting the validity or the application of any Requirements;

     (e) Keep proper  records and books of account  with respect to its business
activities,  in  which  proper  entries,   reflecting  all  of  their  financial
transactions, are made in accordance with GAAP; and

     (f) Notify the Lender in writing,  promptly upon learning  thereof,  of any
litigation or  administrative  proceeding  commenced or  threatened  against the
Company which involve a claim in excess of $50,000.

     (g) Use the  proceeds  from this Note for those  purposes set forth in that
certain investment banking agreement with Sloan Securities Corp. dated September
9, 2004.

     9.   Negative Covenants.  The Company  covenants  and agrees that while any
amount of this Note is outstanding it will not directly or indirectly:

                                       5
<PAGE>

     (a)  Guarantee,  assume or otherwise  become  responsible  for (directly or
indirectly) the indebtedness for borrowed funds,  performance,  obligations,  of
any person, or the agreement by the Company or any of its subsidiaries to do any
of the foregoing, without the prior written consent of the Lender;

     (b) Declare or pay,  directly  and  indirectly,  any  dividends or make any
distributions,  whether in cash, property,  securities or a combination thereof,
with respect to (whether by reduction of capital or otherwise) any shares of its
capital stock (including  without limitation any preferred stock) or directly or
indirectly redeem, purchase, retire or otherwise acquire for value any shares of
any class of its capital stock or set aside any amount for any such purpose; and

     (c) Sell,  transfer,  discount  or  otherwise  dispose of any claim or debt
owing to it, including,  without limitation,  any notes,  accounts receivable or
other rights to receive payment, except for reasonable  consideration and in the
ordinary course of business.

     10. Events of Default.  The entire unpaid  Principal Amount under this Note
and the  interest  due thereon  shall  forthwith  become and be due and payable,
without presentment,  demand,  protest or other notice of any kind, all of which
are hereby expressly  waived, if any one or more of the following events (herein
called "Events of Default")  shall have occurred (for any reason  whatsoever and
whether such  happening  shall be voluntary or  involuntary  or come about or be
effected by operation of law or pursuant to or in compliance  with any judgment,
decree  or  order  of  any  court  or  any  order,  rule  or  regulation  of any
administrative  or  governmental  body)  and be  continuing  at the time of such
notice,  except to the extent contemplated by the opening paragraph hereof, that
is to say:

     (a) the  Company  shall  (i)  fail to pay any  amounts  owed  hereunder  as
required under the terms of this Note or (ii) have an event of default occur and
be continuing  under  indebtedness  of the Company  (other than this Notes) such
that the holders of such  indebtedness  have declared the outstanding  principal
and accrued interest to be immediately due and payable;

     (b) if the Company shall:

     (i) admit in  writing  its  inability  to pay its debts  generally  as they
become due; (ii) file a petition in  bankruptcy or a petition to take  advantage
of any insolvency act; (iii) make an assignment for the benefit of creditors;

     (iv)  consent  to  the  appointment  of a  receiver  of  the  whole  or any
substantial part of its assets;

     (v) on a  petition  in  bankruptcy  filed  against  it,  be  adjudicated  a
bankrupt; or

                                       6
<PAGE>

     (vi) file a petition or answer seeking  reorganization or arrangement under
the Federal bankruptcy laws or any other applicable law or statute of the United
States of America or any State, district or territory thereof;

     (d) if a court of competent jurisdiction shall enter an order, judgment, or
decree  appointing,  without the consent of the Company, a receiver of the whole
or any substantial part of Company's assets, and such order,  judgment or decree
shall not be  vacated  or set  aside or  stayed  within 90 days from the date of
entry thereof

     (e) if,  under the  provisions  of any  other law for the  relief or aid of
debtors, any court of competent  jurisdiction shall assume custody or control of
the whole or any  substantial  part of  Company's  assets  and such  custody  or
control  shall  not be  terminated  or  stayed  within  90 days from the date of
assumption of such custody or control; or

     (f) the Company  shall  default (and not cure within 10 days after  written
notice  of  such  default)  in the  performance  of,  or  violate  any  material
representation,  warranty,  or covenant contained in the Note Purchase Agreement
or in any written statement pursuant thereto or hereto, or any report, financial
statement or certificate made or delivered to the Lender by the Company shall be
untrue or incorrect in any material respect,  as of the date when made or deemed
made.

     11. Remedies. In case any one or more of the Events of Default specified in
Section 10 hereof shall have occurred and be continuing,  the Lender may proceed
to protect and enforce its rights  either by suit in equity  and/or by action at
law, whether for the specific performance of any covenant or agreement contained
in this Note or in aid of the exercise of any power granted in this Note, or the
Lender may  proceed to enforce  the payment of all sums due upon this Note or to
enforce any other legal or equitable right of the Lender.

     12.  Amendments  and Waivers.  Any term of this Note may be amended and the
observance  of any term of this Note may be  waived  (either  generally  or in a
particular instance and either  retroactively or prospectively) with the written
consent of the Company and the Lender.

     13. Notices.  All notices,  requests,  consents,  and other  communications
under this Note shall be in writing and shall be deemed  delivered (i) three (3)
business days after being sent by registered or certified  mail,  return receipt
requested,  postage  prepaid or (ii) one (1) business day after being sent via a
reputable  nationwide  overnight courier service  guaranteeing next business day
delivery, in each case to the intended recipient as set forth below:


        If to the Company:

        Embryo Development Corp.
        305 Madison Avenue, Suite 4510
        New York, NY 10165
        Attn: Matthew L. Harriton, President

                                       7
<PAGE>

        With a courtesy copy that shall no be deemed notice to:

        Beckman, Lieberman & Barandes LLP
        116 John Street, Suite 1313
        New York, NY 10038
        Attn: Robert Barandes, Esq.


        If to the Lender:

        Embryo Partners LLC
        c/o Sloan Securities Corp.
        444 Madison Avenue, 23rd Floor
        New York, NY 10022

        With a courtesy copy that shall no be deemed notice to:

        Littman Krooks LLP
        655 Third AvenueNew York, NY 10017
        Attn: Steven D. Uslaner, Esq.

     (ii) Any party may give any notice, request, consent or other communication
under this Note using any other means (including,  without limitation,  personal
delivery, messenger service, telecopy, first class mail or electronic mail), but
no such notice, request,  consent or other communication shall be deemed to have
been duly given  unless and until it is actually  received by the party for whom
it is  intended.  Any party may change the address to which  notices,  requests,
consents or other  communications  hereunder  are to be  delivered by giving the
other parties notice in the manner set forth in this Section.

     14. Conflicting Agreements. In the event of any inconsistencies between the
terms of this  Note and the  terms of any  other  document  related  to the loan
evidenced by this Note, the terms of this Note shall prevail.

     15.  Severability.  The  unenforceability or invalidity of any provision or
provisions of this Note as to any persons or circumstances shall not render that
provision  or  those  provisions  unenforceable  or  invalid  as  to  any  other
provisions or circumstances,  and all provisions  hereof, in all other respects,
shall remain valid and enforceable.

     16.  Governing Law. This Note shall be governed by and construed  under the
laws of the State of New York as applied to agreements  among New York residents
entered  into and to be  performed  entirely  within New York.  The  Company (1)
agrees that any legal suit,  action or proceeding  arising out of or relating to
this Note  shall be  instituted  exclusively  in New York State  Supreme  Court,
County of New York,  or in the United  States  District  Court for the  Southern
District of New York, (2) waives any objection which the Company may have now or
hereafter  to the  venue  of any  such  suit,  action  or  proceeding,  and  (3)
irrevocably  consents to the  jurisdiction  of the New York State Supreme Court,
County  of New York,  and the  United  States  District  Court for the  Southern

                                       8
<PAGE>

District of New York in any such suit, action or proceeding. The Company further
agrees to accept and  acknowledge  service of any and all  process  which may be
served in any such suit,  action or  proceeding  in the New York  State  Supreme
Court,  County of New  York,  or in the  United  States  District  Court for the
Southern  District  of New York and agrees  that  service  of  process  upon the
Company  mailed by certified  mail to the  Company's  address shall be deemed in
every respect effective  service of process upon the Company,  in any such suit,
action or proceeding.  THE PARTIES HERETO AGREE TO WAIVE THEIR RESPECTIVE RIGHTS
TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION  BASED  UPON OR  ARISING  OUT OF
THIS NOTE OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY.

     17. Waivers. The nonexercise by either party of any of its rights hereunder
in any particular  instance shall not constitute a waiver thereof in that or any
subsequent instance.

     18. Lost Documents. Upon receipt by the Company of evidence satisfactory to
it of the  loss,  theft,  destruction  or  mutilation  of this  Note or any Note
exchanged for it, and (in the case of loss,  theft or  destruction) of indemnity
satisfactory  to it, and upon  reimbursement  to the  Company of all  reasonable
expenses incidental  thereto,  and upon surrender and cancellation of such Note,
if mutilated,  the Company will make and deliver in lieu of such Note a new Note
of like tenor and unpaid  principal  amount and dated as of the original date of
this Note.

                            [Signature Page Follows]

                                       9
<PAGE>

     IN WITNESS WHEREOF,  the Company has caused its duly authorized  officer to
execute this Note as of the date first written above.


                                EMBRYO DEVELOPMENT CORP.


                                By:     __________________________
                                        Matthew L. Harriton,
                                        President