EXHIBIT 10.04

                             SECURED PROMISSORY NOTE


New York, New York                                            September 28, 2004


     FOR VALUE RECEIVED,  the undersigned,  AES Management Buyout Company,  Inc.
(the "Borrower")  promises to pay to the order of Embryo  Development Corp. (the
"Payee") at 305 Madison  Avenue,  New York, NY 10165,  or at such other place as
the  Payee or any  subsequent  holder(s)  of this  Note  may  from  time to time
designate,  the aggregate  unpaid  principal  amount of all advances made by the
Payee to the  Borrower  and  endorsed on the  Schedule  of  Advances  under this
Secured  Promissory  Note (the "Note"),  which is annexed hereto and made a part
hereof,  together with interest on the unpaid principal  balance  outstanding at
the rate of eight  percent  (8%) per annum  until paid,  commencing  on the date
hereof.

     Payment of principal and interest hereunder shall be made on the earlier of
(a) the first  anniversary date hereof (the "Maturity Date"); or (b) immediately
upon the occurrence of an Event of Default, as hereinafter defined. This Note is
being made in  conjunction  with that  certain  Letter of Intent dated August 4,
2004 between Borrower and Payee (the "LOI").  The aggregate  principal amount of
this Note  shall not  exceed  $300,000.  In the event  definitive  agreement  as
contemplated  by the LOI is not executed by January 31, 2005,  the Maturity Date
shall be accelerated  and principal and accrued  interest due on this Note shall
be due and payable on March 1, 2005.

     This Note shall  automatically  become due and payable,  without  notice or
demand  and  without  the need for any  action or  election  by the Payee or any
subsequent  holder(s)  hereof,  upon  the  occurrence  at any time of any of the
following events of default (each, an "Event of Default"):

     (1)  Nonpayment or Nonperformance.  (a) Failure to pay when due any payment
          of  principal  or  interest  due  hereunder;  or  (b)  failure  in the
          performance or observance of any other term or condition,  obligation,
          or  covenant  contained  in this  Note,  the  Security  Agreement  (as
          hereinafter described), or any other agreement securing,  guaranteeing
          or otherwise pertaining to this Note;

     (2)  Adverse  Judgements.  The rendering of a final judgement or judgements
          for payment of money  aggregating  in excess of  $100,000  against any
          party liable hereon, whether as Borrower, endorser,  guarantor, surety
          or otherwise, and the same is not discharged within a period of thirty
          (30) days unless, pending further proceedings,  execution has not been
          commenced or if commenced has been effectively stayed;

     (3)  Certain  Transfers.  Any  transfer  of  property  by any party  liable
          hereon, whether as Borrower, endorser, guarantor, surety or otherwise,
          under  circumstances  which would  entitle a trustee in  bankruptcy or
          similar fiduciary to avoid such transfer under the Federal  Bankruptcy
          Code, as amended,  or under any other laws,  whether state or federal,
          for the relief of debtors, now or hereafter existing;

                                                                          Page 1
<PAGE>

     (4)  Bankruptcy.  The  commencement of proceedings in bankruptcy or for the
          reorganization  of any  party  liable  hereon,  whether  as  Borrower,
          endorser,  guarantor,  surety or otherwise, or the readjustment of any
          of the  debts  of any of the  foregoing  parties,  under  the  Federal
          Bankruptcy Code, as amended,  or any party thereof, or under any other
          laws,  whether  state or federal,  for the relief of  debtors,  now or
          hereafter existing, by any of the foregoing parties, or against any of
          the foregoing  parties,  which shall not be  discharged  within thirty
          (30) days of their commencement;

     (5)  Appointment of Receiver.  The  appointment  of a receiver,  trustee or
          custodian for any party liable hereon, whether as Borrower,  endorser,
          guarantor,  surety or otherwise,  or for any  substantial  part of the
          assets of any of the  foregoing  parties,  or the  institution  of the
          proceedings for the dissolution or the full or partial  liquidation of
          any of the foregoing  parties,  and such receiver or trustee shall not
          be discharged  within thirty (30) days of his or its  appointment,  or
          such  proceedings  shall not be discharged  within thirty (30) days of
          their  commencement,  or the  discontinuance  of the  business  or the
          material  change  in the  nature  of  the  business  of any  foregoing
          parties;

     (6)  Merger.  Any merger,  consolidation  or other business  combination or
          sale of all or substantially all of the assets of the Borrower.

     (7)  Dissolution.  The  liquidation,  termination  or  dissolution  of  the
          Borrower.

     This Note is secured by a Security  Agreement  in favor of the Payee or any
subsequent  holder(s)  hereof  of even  date  herewith,  the  terms of which are
incorporated herein by reference, covering certain rights and assets referred to
therein (the "Collateral").  Said Security Agreement contains provisions for the
acceleration  of the Maturity Date hereof upon the  happening of certain  stated
events.

     If this Note is not paid when due, the  Borrower  promises to pay all costs
and expenses of collection, including, without limitation, actual attorneys' fee
and  expenses,  incurred  by the  Payee or any  subsequent  holder(s)  hereof on
account of such collection, whether or not suit is filed hereon.

     No single or partial  exercise of any power hereunder or under the Security
Agreement  shall preclude other or further  exercise  thereof or the exercise of
any other power. No delay or omission on the part of the Payee or any subsequent
holder(s)  hereof in  exercising  any  right  hereunder  or under  the  Security
Agreement  shall  operate as a waiver of such right or of any other  right under
this Note or under the  Security  Agreement.  The release of any party liable on
this Note or under the Security Agreement shall not operate to release any other
party liable  hereon or thereon.  The  acceptance  of any amount due and payable
hereunder  shall not  operate as a waiver  with  respect to any other  amount of
money then owing and unpaid.

     Presentment,  demand, protest, notices of protest,  dishonor and nonpayment

                                                                          Page 2
<PAGE>

of this Note and all  notices of every kind are hereby  waived by all parties to
this Note,  whether the undersigned  Borrower,  endorser,  guarantor,  surety or
otherwise, except as provided herein. To the extent permitted by applicable law,
the defense of the statute of limitations is hereby waived by the Borrower.

     Principal and interest  evidenced hereby is payable only in lawful money of
the United  States.  The  receipt of a check  shall not,  in itself,  constitute
payment hereunder unless and until paid in good funds.

     Whenever  any payment on this Note shall be stated to be due on a day which
is not a  business  day,  such  payment  shall  be made on the  next  succeeding
business day.

     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  principles
thereof.  In any action  brought under or arising out of this Note, the Borrower
hereby  consents to the in personam  jurisdiction  of any state or federal court
sitting in Nassau  County,  State of New York,  waives any claim or defense that
such forum is not  convenient  or proper,  and consents to service of process by
any means authorized by New York law.

     THE BORROWER  HEREBY WAIVES,  AND COVENANTS THAT THE  UNDERSIGNED  WILL NOT
ASSERT  (WHETHER AS PLAINTIFF,  DEFENDANT OR  OTHERWISE),  ANY RIGHT TO TRIAL BY
JURY IN ANY FORUM IN  RESPECT OF ANY ISSUE,  CLAIM,  DEMAND,  ACTION OR CAUSE OF
ACTION  ARISING OUT OF OR BASED UPON THIS NOTE OR THE  SECURITY  AGREEMENT,  THE
SUBJECT MATTER HEREOF OR THEREOF OR ANY DOCUMENT RELATING HERETO OR THERETO,  IN
EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING OR WHETHER IN CONTRACT OR IN
TORT OR OTHERWISE.

                                AES Management Buyout Company, Inc.


                                By: ___________________________________
                                      Name:
                                      Title:

                                                                          Page 3
<PAGE>


                              Schedule of Advances
                              --------------------

1.      $100,000 as of September 28, 2004
        Acknowledged and Accepted:
        AES Management Buyout Company, Inc.

        By________________________
              Name:
              Title:

2.      $50,000 as of October 6, 2004 Acknowledged and Accepted:
        AES Management Buyout Company, Inc.

        By________________________
              Name:
              Title:

3.      $150,000 as of October 22, 2004 Acknowledged and Accepted:
        AES Management Buyout Company, Inc.

        By________________________
              Name:
              Title:


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<PAGE>

                      AES Management Buyout Company, Inc.




                                        September 28, 2004

Embryo Development Corp.
305 Madison Avenue
New York, NY  10165



                             Re: Security Agreement

Gentlemen:

To secure the  payment of our  obligations  to you under  that  certain  secured
promissory note, dated September 28, 2004, between you and us (the "Note"),  and
to secure the  performance  of all  obligations  in your  favor  under any other
agreement  securing,  guaranteeing  or  otherwise  pertaining  to the Note,  the
undersigned  hereby grants you a continuing first lien and security  interest in
all accounts  ("Accounts"),  inventory  ("Inventory"),  furniture,  fixtures and
equipment ("Equipment"),  general intangibles ("General Intangibles"),  patents,
investment property ("Investment Property"),  instruments, documents and chattel
paper,  including,  without  limitation,  all goods represented  thereby and all
goods that may be reclaimed or repossessed  from or returned by account  debtors
and all  proceeds,  products,  rents and profits  thereof (as all such terms are
defined in the New York State Uniform  Commercial  Code),  except that such lien
shall be  subordinate  with respect to those assets  secured  under that certain
security  agreement in favor of Aladdin Systems  Holdings,  Inc. securing a $1.1
million  obligation,  (the  "Collateral").  All  obligations  secured hereby are
collectively  referred to herein as the  "Obligations."  Nothing herein shall be
deemed to require  that we take any action or  forebear  from  taking any action
that will put us in default  under our  obligation to Aladdin  Systems  Holding,
Inc. nor shall any action  mandated  under our  obligations to them be deemed an
event of default hereunder except where such action results in a diminishment of
your security in the other elements constituting the Collateral.

     We agree that from time to time,  at our expense,  we will execute and file
such financing or continuation statements, or amendments thereto, and such other
instruments or notices, as may be necessary or desirable, or as you may request,
in order to perfect and preserve the security  interest  granted or purported to
be granted  hereby.  We hereby  authorize  you to file one or more  financing or
continuation statements,  and amendments thereto, relative to all or any part of
the  Collateral  without  our  signature  where  permitted  by  law.  A  carbon,

                                                     Security Agreement - Page 1
<PAGE>

photographic or other reproduction of this Agreement or any financing statements
covering the  Collateral  or any part thereof shall be sufficient as a financing
statement where permitted by law.

     Upon payment or performance in full of all of the Obligations, you will, at
our request  and  expense,  release the  security  interest  granted  herein and
execute such termination statements as may be necessary therefor.

     We hereby warrant to you that (i) we own the  Collateral  free and clear of
all liens, restrictions and limitations, except those limitations and exclusions
set forth above;  (ii) this Agreement has been duly  authorized and  constitutes
our legal,  valid and binding  obligation  enforceable  against us in accordance
with its terms;  (iii) no  authorization,  approval  or other  action by, and no
notice to or filing  with,  any  governmental  authority or  regulatory  body is
required  either for the grant of a security  interest  by us in the  Collateral
pursuant to this Agreement or for the execution, delivery or performance of this
Agreement  by us or  for  your  exercise  of the  rights  provided  for in  this
Agreement  or the  remedies  in  respect  of the  Collateral  pursuant  to  this
Agreement or the Note;  (iv) the grant of a security  interest in the Collateral
to you  pursuant  to this  Agreement  creates  a valid  and  perfected  priority
security  interest in your favor in the  Collateral  securing the payment of the
Note and the Obligations; and (v) there are no options, warrants,  privileges or
other  rights  outstanding  pursuant  to  which  any  of the  Collateral  may be
acquired.

     We also agree that we will not transfer,  assign or further encumber any of
our rights in any of the Collateral except pursuant to this Agreement.

     We will take such actions and execute such additional  documents as you may
request in connection  with this Agreement or to enforce your rights  hereunder.
If we fail to take any such  action  or  execute  any such  document,  we hereby
authorize you to do so in our name and on our behalf.

     We hereby  represent  and  warrant to you that  there is no action,  legal,
administrative  or other proceeding  pending or threatened  against our title to
the Collateral or against our grant of a security  interest  therein  hereunder,
nor do we know of any basis for the assertion of any such claim.

     We covenant that so long as any Obligation remains outstanding:

     (1)  Protection  of Security  and Legal  Proceedings.  We will,  at our own
          expense,  take any and all actions necessary to preserve,  protect and
          defend your security interest in the Collateral and the perfection and
          priority  thereof against all adverse claims,  including  appearing in
          and  defending  any and all actions and  proceedings  which purport to
          affect any of the  foregoing.  We will promptly  reimburse you for all
          sums, including costs,  expenses and actual attorneys' fees, which you
          may pay or incur in defending,  protecting or enforcing  your security
          interest in the Collateral or perfection or the priority  thereof,  or
          in discharging  any prior or subsequent  lien or adverse claim against
          the Collateral or any part thereof,  or by reason of becoming or being
          made a party to or intervening  in any action or proceeding  affecting

                                                     Security Agreement - Page 2
<PAGE>

          the Collateral or your rights therein,  all of which actions we hereby
          agree  that you will have the right to take in your sole and  absolute
          discretion;

     (2)  Payment of Taxes. We shall pay or cause to be paid all taxes and other
          levies  with  respect to the  Collateral  when the same become due and
          payable;

     (3)  Use and Maintenance of Collateral. We shall: (A) comply with all laws,
          statutes and  regulations  pertaining  to our use and ownership of the
          Collateral and our conduct of our business;  (B) properly care for and
          maintain  all of the  Collateral  in good  condition,  free of misuse,
          abuse, waste and  deterioration,  reasonable wear and tear of intended
          use  excepted;  and (C) keep  accurate and complete  books and records
          pertaining to the  Collateral in accordance  with  generally  accepted
          accounting principles;

     (4)  Inspection.  We shall give you such  information  as may be  requested
          concerning the  Collateral and shall at all reasonable  times and upon
          reasonable  notice permit you and your agents and  representatives  to
          enter upon any premises  upon which the  Collateral is located for the
          purpose of inspecting the  Collateral.  Furthermore,  you shall at all
          reasonable  times on  reasonable  notice  have full  access to and the
          right to audit any and all of our books and records  pertaining to the
          Collateral;  provided,  however,  that any such action which  involves
          communicating  with our customers  shall be carried out by you through
          our  independent  auditors unless an Event of Default (as such term is
          defined in the Note) occurs and is continuing, in which case you shall
          then have the right directly to notify such obligors; and

     (5)  Sale  or  Hypothecation  of  Collateral.  We  shall  not  directly  or
          indirectly, whether voluntarily, involuntarily, by operation of law or
          otherwise sell, assign, transfer,  exchange, lease, lend, or grant any
          option with respect to or dispose of any of the Collateral (other than
          inventory  items  sold  or  leased  in  the  ordinary  course  of  our
          business), or any of our rights therein, nor create or permit to exist
          any lien on or with respect to any of the  Collateral,  except for the
          lien in favor of you.

     You and your permitted  successors and assigns will have all of the rights,
powers and  privileges of a secured party under the New York Uniform  Commercial
Code in force and effect from time to time with respect to the security interest
granted by this Agreement. Upon the occurrence of any Event of Default under the
Note,  you  may,  after  giving  notice  of your  intention  to do so,  take any
reasonable action which you may deem necessary for the maintenance, preservation
and protection of any of the Collateral or your security interest  therein,  and
you will retain all of your rights under the New York Uniform  Commercial  Code,
including,  without limitation, the right to transfer any of the Collateral into
your name or the name of your  nominee  and to sell any of the  Collateral  at a
public or private sale on such terms as you deem  appropriate.  At any such sale
you may be the purchaser.

     You will not be  required  to  resort to or  pursue  any of your  rights or


                                                     Security Agreement - Page 3
<PAGE>

remedies  under or with respect to any other security for or guaranty of payment
of any of the obligations  secured by this Agreement before pursuing any of your
rights or remedies under this Agreement.

     This Agreement and your rights and  obligations  hereunder will be governed
by and construed in accordance  with the laws of the State of New York. We agree
that any legal  action or  proceeding  with  respect  to this  Agreement  may be
brought in the courts of the State of New York and of the United  States  having
jurisdiction  in the City and County of New York,  State of New York and for the
purpose of any such legal  action or  proceeding,  we hereby  waive any claim or
defense  that such forum is not  convenient  or  proper.  We agree that any such
court shall have in personam  jurisdiction  over us and that  service of process
may be effected in any manner authorized by New York law.

     This Agreement will be binding upon the heirs,  executors,  administrators,
successors and assigns of the undersigned.

     THE UNDERSIGNED  HEREBY WAIVES, AND COVENANTS THAT THE UNDERSIGNED WILL NOT
ASSERT  (WHETHER AS PLAINTIFF,  DEFENDANT OR  OTHERWISE),  ANY RIGHT TO TRIAL BY
JURY IN ANY FORUM IN  RESPECT OF ANY ISSUE,  CLAIM,  DEMAND,  ACTION OR CAUSE OF
ACTION ARISING OUT OF OR BASED UPON THIS  AGREEMENT,  THE SUBJECT MATTER HEREOF,
ANY  DOCUMENT  RELATING  HERETO  OR ANY  OBLIGATION,  IN EACH CASE  WHETHER  NOW
EXISTING OR HEREAFTER ARISING OR WHETHER IN CONTRACT OR IN TORT OR OTHERWISE.

     If the  foregoing is  acceptable  to you,  please sign the enclosed copy of
this letter in the space  provided  below,  whereupon this letter will become an
agreement between us as of the date first above written.


                                        Very truly yours,

                                        AES Management Buyout Company, Inc.



                                        By: /s/
                                            ------------------------------
                                                  Name:
                                                  Title: President


AGREED AND ACCEPTED:
Embryo Development Corp.

By:_____________________
        Name:
        Title:


                                                     Security Agreement - Page 4