Exhibit 10.22

                                 PROMISSORY NOTE
<TABLE>
<CAPTION>
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<S>              <C>           <C>          <C>        <C>          <C>        <C>        <C>
  Principal       Loan Date     Maturity     Loan No    Call/Coll    Account    Officer    Initials
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$1,000,000.00    11-14-2000    12-05-2001
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</TABLE>

References  in the shaded  area are for  lender's  use only and do not limit the
applicability  of this document to any  particular  loan or item. Any item above
containing "***" has been omitted due to text length limitations.
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Borrower: Empyrean Bioscience, Inc.        Lender:  The Huntington National Bank
          23800 Commerce Park Rd. Suite A           Cleveland Commercial Lending
          Cleveland, OH  44122                      P.O. Box 1558 - HZ0325
                                                    Columbus, OH  43272-4195
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Principal Amount: $1,000,000.00                            Initial Rate: 10.000%
Date of Note: November 16, 2000

PROMISE TO PAY. Empyrean Bioscience,  Inc.  ("Borrower")  promises to pay to THE
HUNTINGTON  NATIONAL BANK  ("Lender"),  or order,  in lawful money of the United
States  of  America,  the  principal  amount  of One  Million  & 00/100  Dollars
($1,000,000.00) or so much as may be outstanding,  together with interest on the
unpaid  outstanding  principal  balance  of  each  advance.  Interest  shall  be
calculated from the date of each advance until repayment of each advance.

PAYMENT. Borrower will pay this loan in one payment of all outstanding principal
plus all accrued unpaid interest on December 5, 2001. In addition, Borrower will
pay  regular  monthly  payments of all accrued  unpaid  interest  due as of each
payment date,  beginning March 5, 2001, with all subsequent interest payments to
be due on the same day of each month  after  that.  Unless  otherwise  agreed or
required by applicable  law,  payments  will be applied first to accrued  unpaid
interest,  then to principal,  and any remaining amount to any unpaid collection
costs and late charges.  The annual interest rate for this Note is computed on a
365/360 basis; that is, by applying the ratio of the annual interest rate over a
year of 360 days, multiplied by the outstanding principal balance, multiplied by
the actual number of days the principal  balance is  outstanding.  Borrower will
pay Lender at Lender's  address shown above or at such other place as Lender may
designate in writing.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes in an index which is the Huntington  National Bank
Prime Commercial Rate. As used herein, Prime Commercial Rate shall mean the rate
established  by the  Bank  from  time  to time  based  on its  consideration  of
economic,  money  market,  business  and  competitive  factors,  and  it is  not
necessarily  the Bank's  most  favored  rate.  Subject to any maximum or minimum
interest rate  limitation  specified  herein or by applicable  law, any variable
rate of interest on the obligation  evidenced hereby shall change  automatically
without  notice to the  undersigned  immediately  with each  change in the Prime
Commercial  Rate (the  "Index").  The Index is not  necessarily  the lowest rate
charged by Lender on its loans and is set by Lender in its sole  discretion.  If
the Index becomes unavailable during the term of this loan, Lender may designate
a  substitute  index after  notifying  Borrower.  Lender will tell  Borrower the
current Index rate upon  Borrower's  request.  The interest rate change will not
occur more often than each day. Borrower  understands that Lender may make loans
based on other  rates as well.  The Index  currently  is 9.500% per  annum.  The
interest rate to be applied to the unpaid principal balance of this Note will be
at a rate of 0.500  percentage  points over the Index,  resulting  in an initial
rate of 10.000% per annum. NOTICE: Under no circumstances will the interest rate
on this Note be more than the maximum rate allowed by applicable law.

PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed
earlier than it is due. Early  payments will not,  unless agreed to by Lender in
writing,  relieve Borrower of Borrower's obligation to continue to make payments
of accrued  unpaid  interest.  Rather,  early payments will reduce the principal
balance due.  Borrower agrees not to send Lender payments marked "paid in full",
"without  recourse",  or similar  language.  If  Borrower  sends such a payment,
Lender may accept it without losing any of Lender's  rights under this Note, and
Borrower  will remain  obligated to pay any further  amount owed to Lender.  All
written communications concerning disputed amounts, including any check or other
payment instrument that indicates that the payment constitutes "payment in full"
of the amount owed or that is tendered with other  conditions or  limitations or
as full  satisfaction  of a disputed  amount must be mailed or delivered to: The
Huntington  National Bank,  Commercial  Customer  Support,  7450 Huntington Park
Drive - HZ0326 Columbus, OH 43235.

LATE  CHARGE.  If a payment  is 11 days or more late,  Borrower  will be charged
5.000% of the regularly scheduled payment.

INTEREST  AFTER  DEFAULT.  Upon  default,  including  failure  to pay upon final
maturity,  Lender,  at its  option,  may, if  permitted  under  applicable  law,
increase the variable interest rate on this Note to 3.500 percentage points over
the Index.  The  interest  rate will not exceed the maximum  rate  permitted  by
applicable law.

DEFAULT.  Each of the following shall  constitute an event of default ("Event of
Default") under this Note:

     Payment  Default.  Borrower  fails to make any payment  when due under this
     Note.

     Other Defaults. Borrower fails to comply with or to perform any other term,
     obligation,  covenant or condition  contained in this Note or in any of the
     related  documents  or to comply with or to perform  any term,  obligation,
     covenant or condition  contained in any other agreement  between Lender and
     Borrower.

     False  Statements.  Any  warranty,  representation  or  statement  made  or
     furnished to Lender by Borrower or on Borrower's  behalf under this Note or
     the related  documents  is false or  misleading  in any  material  respect,
     either now or any the time made or furnished or becomes false or misleading
     at any time thereafter.

     Insolvency.  The  dissolution or  termination of Borrower's  existence as a
     going business,  the insolvency of Borrower,  the appointment of a receiver
     for any part of  Borrower's  property,  any  assignment  for the benefit of
     creditors,  any  type  of  creditor  workout,  or  the  commencement  of an
     proceeding under any bankruptcy or insolvency laws by or against Borrower.

     Creditor  or  Forfeiture   Proceedings.   Commencement  of  foreclosure  or
     forfeiture   proceedings,   whether  by  judicial  proceeding,   self-help,
     repossession  or any other  method,  by any  creditor of Borrower or by any
     governmental agency against any collateral securing the loan. This includes
     a garnishment of any of Borrower's  accounts,  including  deposit accounts,
     with Lender.  However,  this Event of Default shall not apply if there is a
     good faith dispute by Borrower as to the validity or  reasonableness of the
     claim which is the basis of the creditor or  forfeiture  proceeding  and if
     Borrower  gives  Lender  written  notice  of  the  creditor  or  forfeiture
     proceeding  and  deposits  with  Lender  monies  or a  surety  bond for the
     creditor or forfeiture  proceeding,  in an amount  determined by Lender, in
     its sole discretion, as being an adequate reserve or bond for the dispute.

     Events Affecting Guarantor. Any of the preceding events occurs with respect
     to any  Guarantor  of any of the  indebtedness  or any  Guarantor  dies  or
     becomes  incompetent,  or revokes or disputes the validity of, or liability
     under, any guaranty of the indebtedness evidenced by this Note.

     Change in Ownership.  Any change in ownership of twenty-five  percent (25%)
     or more of the common stock of Borrower.

     Adverse Change.  A material  adverse change occurs in Borrower's  financial
     condition,  or Lender  believes the prospect of payment or  performance  of
     this Note is impaired.

     Insecurity. Lender in good faith believes itself insecure.

LENDER'S  RIGHTS.  Upon default,  Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest  immediately  due, and then
Borrower will pay that amount.

ATTORNEYS' FEES;  EXPENSES.  Lender may hire or pay someone else to help collect
this Note if Borrower does not pay.  Borrower will pay Lender that amount.  This
includes,  subject to any limits under applicable law, Lender's  attorneys' fees
and  Lender's  legal  expenses,  whether  or not there is a  lawsuit,  including
attorneys'  fees,  expenses for  bankruptcy  proceedings  (including  efforts to
modify  or  vacate  any  automatic  stay or  injunction),  and  appeals.  If not
prohibited  by  applicable  law,  Borrower  also  will pay any court  costs,  in
addition to all other sums provided by law.

JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any
action, proceeding, or counterclaim brought by either Lender or Borrower against
each other.

GOVERNING  LAW.  This  Note will be  governed  by,  construed  and  enforced  in
accordance  with  federal  law and the laws of the State of Ohio.  This Note has
been accepted by Lender in the State of Ohio.

CONFESSION OF JUDGMENT.  Borrower hereby irrevocably authorizes and empowers any
attorney-at-law,  including an attorney hired by Lender,  to appear in any court
of record and to confess judgment against Borrower for the unpaid amount of this
Note as evidenced by an affidavit  signed by an officer of Lender  setting forth
the amount  then due,  attorneys'  fees plus costs of suit,  and to release  all
errors,  and waive all rights of appeal. If a copy of this Note,  verified by an
affidavit,  shall have been filed in the proceeding, it will not be necessary to
file the  original as a warrant of  attorney.  Borrower  waives the right to any
stay of  execution  and the benefit of all  exemption  laws now or  hereafter in
effect.  No single  exercise  of the  foregoing  warrant  and  power to  confess
judgment  will be deemed to exhaust the power,  whether or not any such exercise
shall be held by any court to be invalid,  voidable, or void; but the power will
continue undiminished and may be exercised from time to time as Lender may elect
until all amounts owing on this Note have been paid in full. Borrower waives any
conflict  of  interest  than an  attorney  hired by Lender may have in acting on
behalf of Borrower in confessing  judgment  against Borrower while such attorney
<PAGE>
is retained by Lender.  Borrower  expressly consents to such attorney acting for
Borrower in confessing judgment.

DISHONORED  ITEM FEE.  Borrower  will pay a fee to Lender of $15.00 if  Borrower
makes a payment on Borrower's  loan and the check or  preauthorized  charge with
which Borrower pays is later dishonored.

RIGHT OF SETOFF.  To the extent  permitted by applicable  law, Lender reserves a
right of  setoff in all  Borrower's  accounts  with  Lender  (whether  checking,
savings,  or some other  account).  This  includes all accounts  Borrower  holds
jointly  with  someone  else and all  accounts  Borrower may open in the future.
However,  this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower  authorizes Lender, to the
extent  permitted by  applicable  law, to charge or setoff all sums owing on the
debt against any and all such accounts.

LINE OF CREDIT.  This Note evidences a revolving line of credit.  Advances under
this Note, as well as directions for payment from  Borrower's  accounts,  may be
requested  orally or in writing by Borrower or by an authorized  person.  Lender
may,  but need not,  require  that all oral  requests be  confirmed  in writing.
Borrower  agrees to be liable for all sums either:  (A)  advanced in  accordance
with  the  instructions  of an  authorized  person  or  (B)  credited  to any of
Borrower's accounts with Lender. The unpaid principal balance owing on this Note
at any  time  may be  evidenced  by  endorsements  on this  Note or by  Lender's
internal  records,  including  daily  computer  print-outs.  Lender will have no
obligation to advance funds under this Note if: (A) Borrower or any guarantor is
in default  under the terms of this Note or any  agreement  that Borrower or any
guarantor has with Lender,  including any agreement made in connection  with the
signing of this Note; (B) Borrower or any guarantor  ceases doing business or is
insolvent;  (C) any  guarantor  seeks,  claims or  otherwise  attempts to limit,
modify or revoke such guarantor's  guarantee of this Note or any other loan with
Lender;  (D)  Borrower  has applied  funds  provided  pursuant to this Note for
purposes  other than  those  authorized  by Lender;  or (E) Lender in good faith
believes itself insecure.
<PAGE>
FINANCIAL  STATEMENTS.  Borrower  agrees  to  furnish  from  time to time on the
request of the Lender  true and  complete  financial  statements  and such other
information as the Lender may reasonably require.

PROCESSING  FEE.  Borrower  shall  pay to  Lender  on the  date of  this  Note a
processing  fee in the amount of $0.00.  Lender and Borrower  agree that the fee
shall be fully earned by Lender on the date of this Note.

SUCCESSOR INTERESTS.  The terms of this Note shall be binding upon Borrower, and
upon Borrower's heirs,  personal  representatives,  successors and assigns,  and
shall inure to the benefit of lender and its successors and assigns.

GENERAL PROVISIONS.  If any part of this Note cannot be enforced, this fact will
not affect the rest of the Note.  Borrower  does not agree or intent to pay, and
Lender does not agree or intend to contract for, charge,  collect, take, reserve
or receive (collectively referred to herein as "charge or collect"),  any amount
in the nature of interest  or in the nature of a fee for this loan,  which would
in any way or event (including demand, prepayment, or acceleration) cause Lender
to  charge  or  collect  more for this loan  than the  maximum  Lender  would be
permitted  to charge or collect  by federal  law of the law of the State of Ohio
(as applicable).  Any such excess interest or unauthorized fee shall, instead of
anything  stated to the  contrary,  be  applied  first to reduce  the  principal
balance of this loan,  and when the principal has been paid in full, be refunded
to Borrower.  Lender may delay or forgo  enforcing any of its rights or remedies
under this Note without  losing  them.  Borrower and any other person who signs,
guarantees  or  endorses  this  Note,  to  the  extent  allowed  by  law,  waive
presentment,  demand for payment, and notice of dishonor. Upon any change in the
terms of this Note, and unless otherwise  expressly stated in writing,  no party
who signs  this  Note,  whether  as  maker,  guarantor,  accommodation  maker or
endorser,  shall be released from liability.  All such parties agree that Lender
may renew or extend (repeatedly and for any length of time) this loan or release
any party or guarantor or collateral; or impair, fail to realize upon or perfect
Lender's security  interest in the collateral;  and take any other action deemed
necessary by Lender without the consent of or notice to anyone. All such parties
also agree that Lender may modify this loan  without the consent of or notice to
anyone other than the party with whom the  modification is made. The obligations
under this Note are joint and several.

PRIOR TO SIGNING THIS NOTE,  BORROWER READ AND  UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE,  INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.  BORROWER AGREES TO
THE TERMS OF THE NOTE.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

NOTICE:  FOR THIS NOTICE "YOU" MEANS THE BORROWER AND "CREDITOR" AND "HIS" MEANS
LENDER.

WARNING  - BY  SIGNING  THIS  PAPER YOU GIVE UP YOUR  RIGHT TO NOTICE  AND COURT
TRIAL.  IF YOU DO NOT PAY ON TIME A COURT  JUDGMENT  MAY BE  TAKEN  AGAINST  YOU
WITHOUT  YOUR PRIOR  KNOWLEDGE  AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR  WHETHER FOR
RETURNED GOODS, FAULTY GOODS,  FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT,
OR ANY OTHER CAUSE.

BORROWER:

EMPYREAN BIOSCIENCE, INC.

By: /s/ Brenda K. Brown
    ---------------------------------------------------
    Brenda K. Brown, Vice President and Chief Financial
    Officer of Empyrean Bioscience, Inc.