**PROTEIN
      POLYMER TECHNOLOGIES, INC.**


**8%
      PROMISSORY**  **NOTE**


**DUE
      ____________, 200_**





**$**__________
            ________,
                200_





**THIS
      NOTE IS ISSUED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF
      THE
      SECURITIES ACT OF 1933 (THE "ACT") AND QUALIFICATION PROVISIONS OF APPLICABLE
      STATE SECURITIES LAWS. IT CAN NOT BE SOLD, HYPOTHECATED OR OTHERWISE TRANSFERRED
      IN THE UNITED STATES UNLESS REGISTERED PURSUANT TO THE ACT AND QUALIFIED UNDER
      APPLICABLE STATE LAW OR, IN THE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO
      MAKER, AN EXEMPTION THEREFROM IS AVAILABLE.**





FOR
      VALUE
      RECEIVED, the undersigned, Protein
      Polymer Technologies ,
      Inc.,
      with an address at 11494 Sorrento Valley Road, San Diego, California 92121,
      ("Maker"), promises to pay to _____________, with an address at ____________
      ("Payee"), on ___________, 200_, or sooner as otherwise provided herein (the
      "Maturity Date"), the principal amount of _______________ ($_________) Dollars
      in lawful money of the United States of America (the "Principal”) together with
      all accrued interest. This Note bears simple interest (the "Interest") at the
      annual rate of eight percent (8%), except as otherwise provided herein, until
      the Principal and all accrued Interest thereon (collectively the “Obligations”)
      shall be paid in full.





1.
            Interest.





Maker
      shall pay the Interest, in arrears, on the Maturity Date. Interest on the Note
      will accrue from the most recent date to which Interest has been paid or, if
      no
      Interest has been paid, from the date of delivery of the Note. Interest will
      be
      computed on the basis of a 360-day year of twelve 30-day months.





2.
            Method
                of Payment.





Maker
      will pay Principal and Interest in money of the United States that at the time
      of payment is legal tender for the payment of public and private debts. All
      payments shall be sent to Payee at its address first set forth above or such
      other address as Payee shall notify Maker pursuant to the provisions of Paragraph
      10 (h) below.
      Anything to the contrary notwithstanding, Maker, at its option, may pay
      Principal and/or Interest in shares of its Common Stock at the rate of ______
      ($______) _____ per share.









$___________
      Secured Promissory Note


of
      Protein Polymer Technologies, Inc.


payable
      to _________.


dated
      _______, 200_





3.
            Covenants.





Maker
      covenants and agrees that from and after the date hereof and until the date
      of
      repayment in full of the Obligations it shall comply with the following
      conditions:





(i)  Maintenance
      of Existence and Conduct of Business. Maker shall, and shall cause each of
      its
      subsidiaries, if any, to (A) do or cause to be done all things necessary to
      preserve and keep in full force and effect its corporate existence and rights;
      and (B) continue to conduct its business so that the business carried on in
      connection therewith may be properly and advantageously conducted at all
      times.





(ii)  Books
      and
      Records. Maker shall, and shall cause each of its subsidiaries, if any, to
      keep
      adequate books and records of account with respect to its business
      activities.





(iii)  Insurance.
      Maker shall, and shall cause each of its subsidiaries, if any, to maintain
      insurance policies insuring such risks as are customarily insured against by
      companies engaged in businesses similar to those operated by Maker or such
      subsidiaries, if any, as the case may be. All such policies are to be carried
      with reputable insurance carriers and shall be in such amounts as are
      customarily insured against by companies with similar assets and properties
      engaged in a similar business.





(iv)  Compliance
      with Law. Maker shall, and shall cause each of its subsidiaries, if any, to
      comply in all material respects with all federal, state and local laws and
      regulations applicable to it or such subsidiaries, as the case may be, which,
      if
      breached, would have a material adverse effect on Maker's or such subsidiaries',
      as the case may be, business or financial condition.





(v)  Compliance
      with Material Agreements, Licenses, Patents and Financial Obligations. All
      of
      the terms of Maker’s and/or its subsidiaries’, if any, and affiliates’, material
      agreements, licenses, including but limited to its patents, and financial
      obligations shall be complied with, and each of them shall be kept in full
      force
      and effect in accordance with their respective terms





4.
            Reorganization
                of Maker.





If
      Maker
      is party to a merger, consolidation or a transaction in which it is not the
      surviving or continuing entity or transfers or leases all or substantially
      all
      of its assets, the person who is the surviving or continuing entity or is the
      transferee or lessee of such assets shall assume the terms of this Note and
      the
      Obligations.





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$___________
      Secured Promissory Note


of
      Protein Polymer Technologies, Inc.


payable
      to _________.


dated
      _______, 200_





5.
            Representations,
                Warranties, Covenants and Acknowledgements of Maker.





Maker
      represents and warrants that: (i) it,
      and
      each of its subsidiaries, if any, is
      a
      corporation duly organized, validly existing and in good standing under the
      laws
      of the jurisdiction of its organization and has all requisite power to carry
      on
      its business as now conducted and to own its properties and assets it now owns;
      (ii) it, and each of its subsidiaries, if any, is duly qualified or licensed
      to
      do business as a foreign corporation in good standing in the jurisdictions
      in
      which ownership of property or the conduct of its business requires such
      qualification except jurisdictions in which the failure to qualify to do
      business will have no material adverse effect on its business, prospects,
      operations, properties, assets or condition (financial or otherwise); (iii)
      it,
      and each of its subsidiaries, if any, and/or affiliates thereof, holds all
      material licenses and patents and otherwise complies with all material laws,
      rules and regulations required to permit it to own its property and conduct
      its
      business in the jurisdictions in which it owns its property and conducts its
      business; (iv) it has full power and authority to execute and deliver this
      Note,
      and that the execution and delivery of this Note will not result in the breach
      of or default under, with or without the giving of notice and/or the passage
      of
      time, any other agreement, financial instrument, arrangement or indenture to
      which it is a party or by which it may be bound, or the violation of any law,
      statute, rule, decree, judgment or regulation binding upon it; (v) it, and
      each
      of its subsidiaries, if any, is in material compliance with all of its financial
      obligations and all of its material agreements; (vi) there is no material
      action, suit, proceeding, or investigation pending or currently threatened
      against it or any of its subsidiaries, if any; and (vii) it has taken and will
      take all acts required, including but not limited to authorizing the signatory
      hereof on its behalf to execute this Note, so that upon the execution and
      delivery of this Note, it shall constitute the valid and legally binding
      obligation of Maker enforceable against Maker in accordance with the terms
      thereof.





6.
            Defaults
                and Remedies.





(a)  Events
      of
      Default. The occurrence or existence of any one or more of the following events
      or conditions (regardless of the reasons therefor) shall constitute an "Event
      of
      Default" hereunder:





(i)  Maker
      shall fail to make any payment of Principal or Interest when due and payable
      or
      declared due and payable pursuant to the terms hereof;





(ii)  Maker
      shall fail to perform any other obligation and/or covenant as required by this
      Note in accordance with the terms hereof and such failure to perform shall
      not
      have been cured within five (5) business days after Maker’s receipt of notice of
      such failure to perform;





(iii)  Any
      representation or warranty made in this Note by Maker shall be untrue or
      incorrect in any material respect as of the date when made or deemed
      made;





-3-





$___________
      Secured Promissory Note


of
      Protein Polymer Technologies, Inc.


payable
      to _________.


dated
      _______, 200_





(iv)  Any
      money
      judgment, writ or warrant of attachment, or similar process not covered by
      insurance in excess of Fifty Thousand ($50,000) Dollars in the aggregate shall
      be entered or filed against Maker or any of its properties or other assets
      and
      shall remain unpaid, unvacated, unbonded or unstayed for a period of ten (10)
      days;





(v)  Maker
      shall make an assignment for the benefit of creditors or shall be unable to
      pay
      its debts as they become due;





(vi)  Maker
      shall have received a written notice of default related to any material
      agreement to which it is a party and such act of default shall remain uncured
      after any applicable cure period;





(vii)  A
      case or
      proceeding shall have been commenced against Maker or any of its subsidiaries,
      if any, (each a “ Proceeding
      Company ”)
      in a
      court having competent jurisdiction seeking a decree or order in respect of
      a
      Proceeding Company (A) under Title 11 of the United States Code, as now
      constituted or hereafter amended, or any other applicable federal, state or
      foreign bankruptcy or other similar law; (B) appointing a custodian, receiver,
      liquidator, assignee, trustee or sequestrator (or similar official) of a
      Proceeding Company, or any of its properties; or (C) ordering the winding-up
      or
      liquidation of the affairs of a Proceeding Company, and such case or proceeding
      shall remain unstayed or undismissed for a period of ten (10) consecutive days
      or such court shall enter a decree or order granting the relief sought in such
      case or proceeding; or





(viii)  A
      Proceeding Company shall (A) file a petition seeking relief under Title 11
      of
      the United States Code, as now constituted or hereafter amended, or any other
      applicable federal, state or foreign bankruptcy or other similar law; or (B)
      consent to the institution of proceedings thereunder or to the filing of any
      such petition or to the appointment of or the taking of possession by a
      custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar
      official) of such Proceeding Company, or any of its properties.





(b)  Remedies.
      Upon the occurrence of an Event of Default specified in Paragraph
      6(a) above,
      all Obligations then remaining unpaid hereunder shall immediately become due
      and
      payable in full, plus interest on the unpaid portion of the Obligations at
      the
      highest rate permitted by applicable law, without notice to Maker and without
      presentment, demand, protest or notice of protest, all of which are hereby
      waived by Maker together with all reasonable costs and expenses of the
      collection and enforcement of this Note, including reasonable attorney's fees
      and expenses, all of which shall be added to the amount due under this Note.
      The
      rights, powers, privileges and remedies of Payee pursuant to the terms hereof
      are cumulative and not exclusive of any other rights, powers, privileges and
      remedies which Payee may have under this Note or any other instrument or
      agreement




-4-




$___________
      Secured Promissory Note


of
      Protein Polymer Technologies, Inc.


payable
      to _________.


dated
      _______, 200_





7.
            Acknowledgment
                of Payee's Investment Representations.





By
      accepting this Note, Payee acknowledges that this Note has been or will be
      registered under the Act or qualified under any state securities laws and that
      the transferability thereof is restricted by the registration provisions of
      the
      Act as well as such state laws. Based upon the representations and agreements
      being made by it herein, this Note is being issued to it pursuant to an
      exemption from such registration provided by Section 4(2) of the Act, and
      applicable state securities law qualification exemptions. Payee represents
      that
      it (i) is an “Accredited Investor” as that term is defined in Rule 501 (a) of
      Regulation D promulgated under the Act, and (ii) is acquiring this Note for
      its
      own account, for investment purposes only and not with a view to resale or
      other
      distribution thereof, nor with the intention of selling, transferring or
      otherwise disposing of all or any part of these securities for any particular
      event or circumstance, except selling, transferring or disposing of them only
      upon full compliance with all applicable provisions of the Act, the Securities
      Exchange Act of 1934, the Rules and Regulations promulgated by the Commission
      thereunder, and any applicable state securities laws. In addition, Payee
      understands and acknowledges that any routine sales of these securities made
      in
      reliance upon Rule 144 promulgated by the Commission under the Act can be
      effected only in the amounts set forth in and pursuant to the other terms and
      conditions, including applicable holding periods, of that Rule. Payee further
      understands and agrees that no transfer of this Note shall be valid unless
      made
      in compliance with the restrictions set forth on the front of this Note,
      effected on Maker's books by the registered holder hereof, in person or by
      an
      attorney duly authorized in writing, and similarly noted hereon as provided
      in Paragraph
      10(k) below.





8.
            Limitation
                of Interest Payments.





Nothing
      contained in this Note or in any other agreement between Maker and Payee
      requires Maker to pay or Payee to accept interest in an amount that would
      subject Payee to any penalty or forfeiture under applicable law. In no event
      shall the total of all charges payable hereunder, whether of interest or of
      such
      other charges, which may or might be characterized as interest, exceed the
      maximum rate permitted to be charged under the laws of the States of
      ______________________________________ or any other state or jurisdiction in
      which either Maker or Payee may be located or may conduct business. Should
      Payee
      receive any payment that is or would be in excess of that permitted to be
      charged under such laws, such payment shall have been and shall be deemed to
      have been made in error and shall automatically be applied to reduce the
      Principal outstanding on this Note.




-5-




$___________
      Secured Promissory Note


of
      Protein Polymer Technologies, Inc.


payable
      to _________.


dated
      _______, 200_





9.
            Maker’s
                Right to Prepay the Note.





Maker
      may
      prepay this Note without penalty.





10.
            Miscellaneous.





(a)  Effect
      of
      Forbearance. No forbearance, indulgence, delay or failure to exercise any right
      or remedy by Payee with respect to this Note shall operate as a waiver or as
      an
      acquiescence in any default.





(b)  Effect
      of
      Single or Partial Exercise of Right. No single or partial exercise of any right
      or remedy by Payee shall preclude any other or further exercise thereof or
      any
      exercise of any other right or remedy by Payee.





(c)  Gender.
      The use herein of the masculine pronouns or similar terms shall be deemed to
      include the feminine and neuter genders as well and the use of the singular
      pronouns shall be deemed to include the plural as well.





(d)  Governing
      Law; Waiver of Right to Jury Trial; Venue. Maker hereby agrees that this Note
      shall be construed and enforced in accordance with, and the rights of the
      parties shall be governed by, the internal laws of the
      _________________ applicable
      to contracts made and to be performed entirely within such jurisdiction. Maker
      hereby waives all right to trial by jury in any action, suit or proceeding
      brought to enforce or defend any rights or remedies under this Note, and agrees
      that any lawsuit brought to enforce or interpret the provisions of this Note
      shall be instituted in the federal courts in __________, and Maker further
      agrees to submit to the personal jurisdiction of such court and waives any
      objection which it may have, based on improper venue, forum non conveniens
      or
      sufficiency of contact with the forum state, to the conduct of any proceeding
      in
      any such court and waives personal service of any and all process upon it,
      and
      consents that all such service of process be made by mail or messenger directed
      to it at the address set forth in Paragraph
      10(h) below
      and that service so made shall be deemed to be completed upon the earlier of
      actual receipt or three (3) days after the same shall have been posted to its
      address. Nothing contained in this Paragraph
      10(d) affects
      the right of Payee to serve legal process in any other manner permitted by
      law,
      select the internal laws of a jurisdiction other than the ________________
      pursuant to which this Note shall be construed and enforced or bring any action
      or proceeding against Maker or its property in the courts of any other
      jurisdiction and Maker agrees to submit to the personal jurisdiction of such
      courts as aforesaid.





(e)  Headings.
      The headings and captions of the various paragraphs herein are for convenience
      of reference only and shall in no way modify any of the terms or provisions
      of
      this Note.





(f)  Loss,
      Theft, Destruction or Mutilation. Upon receipt by Maker of evidence reasonably
      satisfactory to it of loss, theft, destruction or mutilation of this Note,
      Maker
      shall make and deliver or caused to be made and delivered to Payee a new Note
      of
      like tenor in lieu of this Note.




-6-




$___________
      Secured Promissory Note


of
      Protein Polymer Technologies, Inc.


payable
      to _________.


dated
      _______, 200_





(g)  Modification
      of Note or Waiver of Terms Thereof Relating to Payee. No modification or waiver
      of any of the provisions of this Note shall be effective unless in writing
      and
      signed by Payee and then only to the extent set forth in such writing, or shall
      any such modification or waiver be applicable except in the specific instance
      for which it is given. This Note may not be discharged orally but only in
      writing duly executed by Payee.





(h)  Notice.
      All offers, acceptances, notices, requests, demands and other communications
      under this Note shall be in writing and, except as otherwise provided herein,
      shall be deemed to have been given only when delivered in person, via facsimile
      transmission if receipt thereof is confirmed by the recipient, or, if mailed,
      when mailed by certified or registered mail prepaid, to the parties at their
      respective addresses first set forth above, or at such other address as may
      be
      given in writing in future by either party to the other.





(i)  Successors
      and Assigns. This Note shall be binding upon Maker, its successors, assigns
      and
      transferees, and shall inure to the benefit of and be enforceable by Payee
      and
      his successors and assigns.




(j)  Severability.
      If one or more of the provisions or portions of this Note shall be deemed by
      any
      court or quasi-judicial authority to be invalid, illegal or unenforceable in
      any
      respect, the invalidity, illegality or unenforceability of the remaining
      provisions, or portions of provisions contained herein shall not in any way
      be
      affected or impaired thereby.





(k)  Transfer.
      This Note shall be transferable only on the books of Maker upon delivery thereof
      duly endorsed by Payee or by its duly authorized attorney or representative,
      or
      accompanied by proper evidence of succession, assignment, or authority to
      transfer. In all cases of transfer by an attorney, executor, administrator,
      guardian, or other legal representative, duly authenticated evidence of his
      authority shall be produced. Upon any registration of transfer, Maker shall
      deliver a new Note or Notes to the person entitled thereto. Notwithstanding
      the
      foregoing, Maker shall have no obligation to cause Notes to be transferred
      on
      its books to any person if, in the opinion of counsel to Maker, such transfer
      does not comply with the provisions of the Act and the rules and regulations
      thereunder.





(signature
      page to follow)


-7-


$___________
      Secured Promissory Note


of
      Protein Polymer Technologies, Inc.


payable
      to _________.


dated
      _______, 200_





IN
      WITNESS WHEREOF, Maker has caused this Note to be executed on its behalf by
      an
      officer thereunto duly authorized as of the date first set forth
      above.





Protein
                Polymer Technologies, Inc.,a
                Delaware corporationBy:James
                B. McCarthy,Interim
                President and ChiefExecutive
                Officer





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