EXHIBIT 10.2

                                 PROMISSORY NOTE


$500,000                                                   Boston, Massachusetts
                                                           January 26, 1999

         On May 15, 1999 (the "Maturity Date"), for value received, the
undersigned DynaGen, Inc., a Delaware corporation (the "Maker"), promises to pay
to Antonio Fernandez (the "Payee"), the principal sum of Five Hundred Thousand
United States Dollars ($500,000) or the then outstanding principal amount
hereof, together with interest on any and all principal amounts remaining unpaid
hereunder from time to time outstanding from the date hereof until payment in
full, such interest to be payable at such rates and such times as are
hereinafter specified.

1.       INTEREST AND PRINCIPAL

         1.01 Interest. The Maker shall pay interest on the outstanding
principal amount of this Note from the date hereof until such principal amount
is paid in full at the rate of ten percent (10%) per annum for the period from
the date of this Note through April 15, 1999 and twelve percent (12%) per annum
for the period between April 16, 1999 and May 15, 1999. Interest shall accrue
and shall be paid on the Maturity Date. Any overdue installment of interest or
principal, and any amount of principal and interest outstanding while an Event
of Default has occurred and is ongoing, shall bear interest at the rate of
eighteen percent (18%) per annum. Interest shall be calculated on the basis of a
365 day year for the actual number of days elapsed.

         1.02 Optional Prepayment. This Note may be prepaid in whole or in part,
at any time or from time to time before the Maturity Date, at the option of the
Maker, by paying to the Payee an amount equal to the principal amount to be
prepaid together with all interest accrued and unpaid thereon.

         1.03 Mandatory Prepayment. This Note shall be prepaid from the proceeds
of and at the closing of any senior debt financing that yields aggregate net
proceeds, net of offering expenses, and/or total availability to the Maker
exceeding $5,000,000.

         1.04 Delivery of Payment. All payments made hereunder shall be made by
bank check sent by overnight courier or at the Payee's election, by wire
transfer, to the Payee at the address set forth above or to such other address
as the Payee may from time to time designate in writing to the Maker. Such
payments shall be accompanied by a notice setting forth in reasonable detail (a)
the amount of interest and principal being paid and (b) the remaining principal
amount. If any payments are required to be made on a day which is not a Business
Day (as hereinafter defined) the date on which such payment is required to be
made shall be extended to, and such payment shall be required to be made on, the
next Business Day. "Business Day" shall mean a day other than Saturday, Sunday
and any day which shall be in the City of Boston, Massachusetts, a legal holiday
or a day on which banking institutions are authorized by law to close.


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2.       EVENT OF DEFAULT

         2.01 Events of Default. An "Event of Default" shall occur if:

                  (a) the Maker defaults in the payment of principal on this
         Note when the same becomes due and payable, at maturity or otherwise,
         including pursuant to Section 1.03;

                  (b) the Maker fails to comply with any of the other agreements
         contained in this Note, and the Default continues for the period and
         after the notice specified below; and

                  (c) the Maker pursuant to or within the meaning of any
         Bankruptcy Law (as defined below):

                           (i) commences a voluntary case;

                           (ii) consents to the entry of an order against it for
         relief in an involuntary case; or

                           (iii) makes a general assignment for the benefit of
         its creditors; or

                  (d) a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that:

                           (i) is for relief against the Maker in an involuntary
         case;

                           (ii) appoints a Custodian (as hereinafter defined)
         for all or substantially all of the assets of the Maker; or

                           (iii) orders a liquidation of the Maker.

         The term "Bankruptcy Law" means Title 11, U.S. Code or any similar
federal or state law. The term "Custodian" means any receiver, trustee,
assignee, liquidator, or similar official under any Bankruptcy Law.

         A default under clause (b) above shall not constitute an Event of
Default until Payee notifies the Maker of the Default and the Maker does not
cure the Default within 60 days of such notice. The notice must specify the
Event of Default, demand that it be remedied, and state that it is a notice of
Event of Default.


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3.       MISCELLANEOUS

         The undersigned hereby waives presentment, demand for payment, notice
of dishonor, and any and all other notices or demands in connection with the
delivery, acceptance, performance, default or enforcement of this Note, and
hereby consents to any extensions of time, renewals, releases of any party to
this Note, waivers or modifications that may be granted or consented to by the
Payee in respect to the time of payment or any other provision of this Note.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
(EXCLUSIVE OF THE LAWS GOVERNING CONFLICTS OF LAWS) OF THE COMMONWEALTH OF
MASSACHUSETTS.

                                         DYNAGEN, INC.

                                         By:
                                            --------------------------------
                                         Name: Dhananjay Wadekar
                                         Title:   Executive Vice President