BIOHYBRID TECHNOLOGIES LLC

                    10% CONVERTIBLE PROMISSORY BRIDGE NOTE

                               Due March 31, 2002

$20,000.00                                                   Shrewsbury, MA
                                                             September 21, 2001

     FOR VALUE RECEIVED,  BioHybrid  Technologies  LLC, a Massachusetts  limited
liability  company  (herein  called  the  "Company")  promises  to pay to  Ixion
Biotechnology,  Inc.,  having an address at 13709  Progress  Boulevard,  Box 13,
Alachua, FL 32615 (the "Payee") or its assigns on March 31, 2002 (Maturity), the
principal  amount of Twenty Thousand ($ 20,000) Dollars,  upon  presentation and
surrender of this Note at the office of the Company, with interest from the date
hereof  on the  unpaid  balance  of  said  principal  amount  from  time to time
outstanding  at the rate of ten  percent  (10%) per annum,  said  interest to be
payable in arrears at Maturity.

1. Description of Notes.

     1.1 The  Notes.  This  Note is one of the  duly  authorized  series  of ten
percent (10%) convertible  promissory  bridge notes of the Company  (hereinafter
referred to  collectively  as the "Notes" or singly as the "Note") each of which
matures  on the same  date,  limited  to an  aggregate  principal  amount of One
Hundred  Thousand Dollars  ($100,000.00),  all (with the exception of the dates,
names of the  payees and  principal  amounts  thereof)  in the same form as this
Note.

     1.2 Payment of Principal and Interest.  Interest and principal on the Notes
shall be payable at the principal  office of the Company at Park Nine West,  910
Boston Turnpike,  Shrewsbury,  MA (or such other principal office as the Company
may from time to time  establish)  or,  at the  option  of the  Company,  by the
Company mailing its checks  therefore by first-class  mail to the holders of the
Notes on any interest and principal  payment date at their respective  addresses
of record on the books of the Company.

2. Mandatory Prepayments.  The Company shall prepay the Notes, including accrued
interest,  out of the proceeds of any Financing  Transaction  which occurs on or
prior to Maturity resulting in net proceeds to the Company in an amount equal to
or greater than the aggregate amount of outstanding  indebtedness represented by
these Notes. For purposes of these Notes, the term Financing  Transaction  means
the closing of and receipt of funds from (1) any grant  awarded to the  Company;
or (2) any loans made to the  Company  (other  than loans  represented  by these
Notes); or (3) the sale of any security in the Company (other than these Notes).

3. Conversion.

     3.1 Conversion by Holder. The holder of this Note shall have the right from
time to time to convert any part or all of the principal  balance thereof unpaid
and outstanding from time to time,  included accrued  interest  thereon,  to the
purchase of fully paid and nonassessable Class A Beneficial  Ownership Interests
of the Company (the Class A Interests),  at the Conversion  Price as hereinafter
defined (the "Conversion  Price").  The initial  Conversion Price shall be $5.59
per Class A Interest.  The Conversion  Price shall be subject to adjustment from
time  to  time  in  certain   instances  as  provided  in  Subsection  4.3.  All
calculations under this Section 3 shall be made to the nearest cent.

     For the purpose of any  conversion  under this Section,  each Note shall be
treated  as the  equivalent  of its  principal  amount.  The  number  of Class A
Interests  issuable  in  respect  of any Note or any  part of any Note  upon any
conversion (the "Conversion  Rate") shall be computed by dividing part or all of
the  principal  unpaid  balance  of all  Notes at any one time  surrendered  for
conversion by any one holder thereof,  by the conversion  price in effect at the
date of conversion.

     3.2 Conversion by the Company. In the event the Company does not complete a
Financing  Transaction  (as defined in Section 2 above) prior to Maturity,  then
the  Company  shall have the right to convert  any part or all of the  principal
balance of this Note, including accrued interest thereof, unpaid and outstanding
at Maturity to the  purchase of fully paid and  nonassessable  Class A Interests
upon the same  terms and  subject  to the same  conditions  as  applicable  to a
Conversion By Holder under Subsection 3.1 above.

     3.3 Exercise of  Conversion  Right.  Upon the  exercise the any  conversion
right,  the holder of this Note shall  surrender  such Note at the office of the
Company  against  receipt of a  Certificate  for the number of Class A Interests
into which this Note is converted.  The holder hereof shall upon delivery of the
Note,  as  provided  herein,  be deemed the holder of the Class A  Interests  so
purchased and the amounts of principal balance so converted shall be credited to
payments of principal  under the Note. If this Note shall have been converted in
part,  the  holder  shall be  entitled  to a new Note  representing  the  unpaid
principal  balance remaining after deducting the amount of the principal balance
converted.

     3.4 Adjustment of Conversion  Right.  The  Conversion  Price in effect from
time to time shall be subject to adjustment as follows:

     (a) Issues of Class A Interests.  If and  whenever the Company  shall issue
any Class A  Interests  for a  consideration  per  share  which is less than the
Conversion Price in effect immediately prior to such issue, the Conversion Price
shall be reduced to a price  determined  by dividing  (a) an amount equal to the
sum of (i) the number of Class A Interests outstanding immediately prior to such
issue  multiplied by the Conversion  Price in effect  immediately  prior to such
issue plus (ii) the  consideration,  if any,  received by the Company  upon such
issue by (b) the number of Class A Interests outstanding  immediately after such
issue;  and the  number  of Class A  Interests  purchasable  hereunder  shall be
increased to a number determined by dividing (a) the number of Class A Interests
purchasable  hereunder  immediately  prior  to  such  issue  multiplied  by  the
Conversion Price in effect immediately prior to such issue by (b) the Conversion
Price in effect immediately after the foregoing adjustment.  For the purposes of
this subparagraph, the following clauses shall also be applicable:

     (1) Convertible Securities.  Options and Rights. If the Company shall issue
any security, obligation, option or other right which directly or indirectly may
be  converted,  exchanged or satisfied in Class A Interests,  the maximum  total
number  of  Class A  Interests  issuable  upon  exercise  of such  rights  shall
thereupon  be  deemed  to  have  been  issued  and to be  outstanding,  and  the
consideration  received by the Company  therefore shall be deemed to include the
sum of the  consideration  received for the issue of such rights and the minimum
additional  consideration  payable upon the exercise of such rights.  No further
adjustment  shall be made for the actual  issuance of Class A Interests upon the
exercise of any such right. If the provisions of any such rights with respect to
purchase  price or Class A Interests  purchasable  shall  change or expire,  any
adjustment previously made hereunder for such rights shall be readjusted to such
as would  have been  obtained  on the basis of the  rights as  modified  by such
change or expiration.

     (2) Dividends  and Splits.  In case the Company shall declare a dividend or
other  distribution  payable in Class A Interests or shall subdivide its Class A
Interests  into a greater  number of Class A  Interests,  such  issue of Class A
Interests shall be deemed to have been made without consideration.

     (3)  Consideration.  In case the Company  shall issue shares of its Class A
Interests for a  consideration  wholly or partly other than cash,  the amount of
the consideration  other than case received by the Company shall be deemed to be
the lesser of (i) the fair market value (as determined by the Board of Directors
of the  Company)  on the issue  date of the Class A  Interests  so issued by the
Company, or (ii) the fair value of such consideration as determined by the Board
of Directors of the Company.

     (4) Record Dates. In case the Company shall take a record of the holders of
its Class A Interests for the purpose of entitling them to receive a dividend or
other distribution payable in Class A Interests,  then such record date shall be
deemed to be the date of the issue or sale of the  Class A  Interests  deemed to
have been issued  upon the  declaration  of such  dividend or the making of such
other  distribution or the date of the granting of such right of subscription or
purchase, as the case may be.

     (b) Combinations.  In case the Company shall combine all of the outstanding
Class A Interests of the Company  proportionately into a smaller number of Class
A Interests,  the Conversion Price hereunder in effect immediately prior to such
combination  shall  be  proportionately  increased  and the  number  of  Class A
Interests purchasable hereunder shall be proportionately reduced.

     (c) Reorganizations.  If any capital  reorganization or reclassification of
the Class A Interests of the Company,  or consolidation or merger of the Company
with  another  corporation  (other than a  consolidation  or merger in which the
Company  is  the   continuing   company   and  which  does  not  result  in  any
reclassification or change of the outstanding Class A Interests), or the sale of
a ll or  substantially  all  of its  assets  to  another  corporation  shall  be
effected,  then,  as  a  condition  of  such  reorganization,  reclassification,
consolidation,  merger or sale,  lawful  and  adequate  provision  shall be made
whereby the holder  hereof  shall  there  after have the right to  purchase  and
receive upon the basis and upon the terms and conditions  specified in this Note
and in lieu of the Class A  Interests  of the  Company  immediately  theretofore
issuable  upon  conversion  of this Note,  such shares of stock,  securities  or
assets as may be issued or payable  with  respect to or in exchange for a number
of Class A  Interests  equal to the  number  of  Class A  Interests  immediately
theretofore  issuable  upon  conversion  of this  Note had such  reorganization,
reclassification, consolidation, merger or sale not taken place, and in any such
case  appropriate  provisions  shall be made  with  respect  to the  rights  and
interests  of the  holder  of this  Note to the end that the  provisions  hereof
(including without limitation  provisions for adjustment of the Conversion Price
and of the number of Class A  Interests  issuable  upon the  conversion  of this
Note) shall  thereafter  be  applicable,  as nearly as may be in relation to any
shares of stock,  securities or assets thereafter  deliverable upon the exercise
hereof.

     3.5 Reservation of Class A Interests. The Company covenants and agrees with
the holder of this Note that, so long as this Note shall remain outstanding, the
Company  shall at all times  reserve and keep  available,  free from  preemptive
rights, out of its authorized capital,  for the purpose of issue upon conversion
of this Note,  the full number of Class A Interests  then issuable upon exercise
hereof.

     3.6  Validity of Class A  Interests.  The  Company  agrees that all Class A
Interests  which may be issued upon conversion of this Note will, upon issuance,
be legally and validly issued,  fully paid and  non-assessable and free from all
taxes, liens and charges with respect to the issue thereof.

     3.7 Voting  Rights.  This Note does not confer  upon the holder  hereof any
voting rights or other rights of a holder of Class A Interests of the Company.

4. Default.

     4.1 If the Company  shall be in default in the payment of the  principal of
or  interest  on this Note for more than ten (10) days after the same shall have
become due and payable; or

     4.2 If the Company shall default in the  performance of or compliance  with
any other  provisions of the Note, and such default shall not have been remedied
within  thirty  (30) days  after  written  notice  thereof  is given by any Note
holder; or

     4.3 If the Company shall make an  assignment  for the benefit of creditors,
or shall admit in writing its  inability  to pay its debtors as they become due,
or shall file a voluntary  petition in  bankruptcy,  or shall be  adjudicate d a
bankrupt or insolvent,  or shall file any petition or answer  seeking for itself
any  reorganization,  arrangement,  composition,  readjustment,  dissolution  or
similar relief under any present or future statute, law or regulation,  or shall
file any answer  admitting the material  allegations of a petition filed against
the Company in any such proceeding,  or shall seek or consent to or acquiesce in
the appointment of any trustee,  receiver or liquidator of the Company or of all
or any substantial part of the properties of the Company,  or the Company or its
directors  or  majority  stockholders  shall  take any  action  to  dissolve  or
liquidate  or suspend the  business of the  Company;  then,  an Event of Default
shall have occurred.  In any such event, the Payee may at any time at its option
by written  notice to the  Company  declare  the  principal  of and the  accrued
interest on the Notes to be immediately  due and payable,  without  presentment,
demand, protest or notice, all of which are hereby waived by the Company.

5. Remedies and Notices of Default; Modifications.

     In case any Event of Default shall occur,  the Payee may proceed to protect
and  enforce  its rights  under this Note by a suit in equity,  action at law or
other  appropriate  proceeding  whether  for  the  specific  performance  of any
agreement  contained  herein or for an injunction  against a violation of any of
the terms or  provisions  hereof or in aid of the exercise of any power  granted
hereby or thereby or by law. In case of any Event of default,  the Company  will
reimburse the Payee for its reasonable costs and expenses incurred in connection
with the enforcement of its rights under this Note, including without limitation
reasonable  fees and  disbursements  of its  attorneys.  No course of dealing or
delay on the part of the  Payee in  exercising  any  rights  of the Payee and no
consent or waiver shall extend beyond the particular case and purpose  involved.
No remedy  conferred  hereby shall be exclusive of any other remedy  referred to
herein or now or hereafter available at law, in equity, by statute or otherwise.

6. Miscellaneous.

     6.1 Parties in Interest.  All covenants,  agreements,  and  undertakings in
this Note by and on behalf of any of the parties  hereto shall bind and inure to
the benefit of the  respective  successors  and  assigns of the  parties  hereto
whether so expressed or not.

     6.2  Amendments  and  Waivers.  This Note may be amended  only by a written
instrument  executed by duly authorized  representatives  of each of the parties
hereto.

     6.3 Governing Law. This Note shall be deemed a contract made under the laws
of the  Commonwealth  of  Massachusetts  and its  provisions  and the rights and
obligations  of the  parties  hereunder,  shall be  construed  and  enforced  in
accordance with and governed by the laws of the Commonwealth of Massachusetts.

     IN WITNESS  WHEREOF,  this Note has been executed and delivered as a sealed
instrument on the date and at the place  specified  above by the duly authorized
representatives of the Company.

                                       BIOHYBRID TECHNOLOGIES LLC
                                       By: BioHybrid Technologies, Inc. Manager

                                       By:  /s/ John L. Hayes, President
<PAGE>

                            HYBRID TECHNOLOGIES, LLC

                              WARRANT TO PURCHASE
                     CLASS A BENEFICIAL OWNERSHIP INTERESTS

                         Issue Date: September 21, 2001

THE SECURITIES  REPRESENTED HEREBY AND THE SECURITIES WHICH MAY BE ACQUIRED UPON
THE EXERCISE OF THIS WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT
OF 1933,  AS AMENDED (THE "ACT"),  AND MAY NOT BE SOLD,  PLEDGED,  HYPOTHECATED,
DONATED OR  OTHERWISE  TRANSFERRED  (WHETHER  OR NOT FOR  CONSIDERATION)  BY THE
HOLDER WITHOUT AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE ACT OR AN OPINION
SATISFACTORY TO THE COMPANY OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT
THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE ACT.


BioHybrid  Technologies  LLC, a  Massachusetts  limited  liability  company (the
"Company"),  for value received and subject to the terms set forth below, hereby
grants to Ixion Biotechnology,  Inc., its registered successors and assigns (the
"Holder"),  the right to  purchase  from the Company at any time or from time to
time before 3:00 p.m., Boston,  Massachusetts time, on September 20, 2006, 3,578
fully paid and  non\_assessable  Class A Beneficial  Ownership  Interests of the
Company (the Class A  Interests),  at the  purchase  price of $ 5.59 per Class A
Interest  (the  "Exercise  Price")  . The  Exercise  Price  and the  number  and
character of such Class A Interests  purchasable  pursuant to the rights granted
under this Warrant are subject to adjustment as provided herein.

This Warrant is subject to the following provisions:

1. Exercise of Warrant.

     1.1 Exercise Period.  The Holder may exercise this Warrant,  in whole or in
part,  at any time and from time to time  after the Issue Date and prior to 3:00
P.M. Boston, Massachusetts time on September 20, 2006.

   1.2  Exercise Procedure.

     (a) This Warrant will be deemed to have been  exercised at such time as the
Company has received all of the following items (the "Exercise Date"):

          (i) a completed  Subscription  Agreement  as  described in Section 1.4
     hereof,  executed  by the  Person  exercising  all or part of the  purchase
     rights represented by this Warrant (the "Purchaser");

        (ii) this Warrant;

          (iii) if this Warrant is not  registered in the name of the Purchaser,
     an  Assignment  or  Assignments  in the form set forth in Exhibit B hereto,
     evidencing  the  assignment of this Warrant to the Purchaser  together with
     any documentation required pursuant to Section 4(a) hereof; and

          (iv) a check payable to the order of the Company in an amount equal to
     the  product  of the  Exercise  Price  multiplied  by the number of Class A
     Interests being purchased upon such exercise.

     (b) As soon as practicable after the exercise of this Warrant in full or in
part, and in any event within ten (10) days after the Exercise Date, the Company
at its  expense  will  cause to be  issued in the name of and  delivered  to the
Holder  hereof,  or as the Holder (upon payment by the Holder of any  applicable
transfer  taxes) may direct,  a certificate  or  certificates  for the number of
fully paid and  nonassessable  Class A Interests  to which the Holder shall be
entitled  upon such  exercise.

     (c)  Unless  this  Warrant  has  expired  or  all of  the  purchase  rights
represented hereby have been exercised, the Company at its expe nse will, within
ten (10) days after the Exercise Date, issue and deliver to or upon the order of
the Holder  hereof a new Warrant or  Warrants of like tenor,  in the name of the
Holder or as the Holder (upon payment by the Holder of any  applicable  transfer
taxes) may request,  calling in the  aggregate on the face or faces  thereof for
the number of Class A Interests remaining issuable under this Warrant.

     (d) The Class A Interests  issuable  upon the exercise of this Warrant will
be deemed to have been issued to the  Purchaser  on the Exercise  Date,  and the
Purchaser  will be deemed for all  purposes to have become the record  holder of
such Class A Interests on the Exercise Date.

     1.3 Acknowledgment of Continuing Obligations. The Company will, at the time
of the  exercise  of this  Warrant,  upon  the  request  of the  Holder  hereof,
acknowledge  in writing its  continuing  obligation  to afford to the Holder any
rights to which the Holder shall  continue to be entitled after such exercise in
accordance  with the  provisions  of this  Warrant,  provided that if the Holder
shall  fail to make  any  such  request,  such  failure  shall  not  affect  the
continuing obligation of the Company to afford to the Holder any such rights.

     1.4   Subscription   Agreement.   The   Subscription   Agreement   will  be
substantially  in the form set forth in  Exhibit A  hereto,  except  that if the
Class A Interests issuable upon exercise of this Warrant are not to be issued in
the name of the Holder hereof,  the  Subscription  Agreement will also state the
name of the Person t o whom the Class A Interests  are to be issued,  and if the
number  of Class A  Interests  to be  issued  does not  include  all the Class A
Interests issuable hereunder,  it will also state the name of the Person to whom
a new  Warrant for the  unexercised  portion o f the rights  hereunder  is to be
delivered.

2. Adjustments.

     2.1 Adjustments for Splits, etc. If the Company shall at any time after the
Issue  Date  subdivide  its  outstanding  Class  A  Interests,  by  split-up  or
otherwise,  or combine its outstanding Class A Interests,  the number of Class A
Interests  issuable on the exercise of the  unexercised  portion of this Warrant
shall  forthwith be  proportionately  increased in the case of a subdivision  or
proportionately  decreased in the case of  combination,  and the Exer cise Price
then applicable to Class A Interests covered by the unexercised  portion of this
Warrant  shall  forthwith  be  proportionately   decreased  in  the  case  of  a
subdivision or proportionately increased in the case of combination.

     2.2 Adjustment for Recla ssification,  Reorganization,  etc. In case of any
reclassification,  capital reorganization,  or change of the outstanding Class A
Interests  (other than as a result of a subdivision or  combination),  or in the
case of any  consolidation  of the Company  with, or merger of the Company into,
another Person (other than a consolidation or merger in which the Company is the
continuing entity and which does not result in any reclassification or change of
the  outstanding  Class A Interests of the Company),  or in case of a ny sale or
conveyance  to one or more Persons of the property of the Company as an entirety
or  substantially  as an  entirety at any time prior to the  expiration  of this
Warrant, then, as a condition of such reclassification,  reorganization, change,
consolidation,  merger, sale or conveyance,  lawful provision shall be made, and
duly executed  documents  evidencing  the same from the Company or its successor
shall be  delivered  to the Holder of this  Warrant,  so that the Holder of this
Warrant shall have the right at any time prior to the expiration of this Warrant
to  purchase,  at a total price not to exceed that  payable upon the exercise of
the unexercised  portion of this Warrant,  the kind and amount of securities and
property  receivable  upon  such   reclassification,   reorganization,   change,
consolidation,  merger,  sale or conveyance by a holder of the number of Class A
Interests  of the Company as to which this Warrant was  exercisable  immediately
prior to such reclassification,  reorganization, change, consolidation, merge r,
sale or conveyance,  and in any such case  appropriate  provision  shall be made
with  respect to the rights and  interests  of the Holder of this Warrant to the
end that the provisions hereof (including,  without  limitation,  provisions for
the  adjustment  of the Exercise  Price and of the number of shares  purchasable
upon exercise of this Warrant) shall thereafter be applicable in relation to any
securities and property  thereafter  deliverable upon exercise hereof.  If, as a
consequence  of any such  transaction,  solely cash,  and no securities or other
property of any kind, is  deliverable  upon  exercise of this Warrant,  then, in
such event,  the Company may terminate  this Warrant by giving the Holder hereof
written notice thereof. Such notice shall specify the date (at least thirty (30)
days  subsequent  to the date on which notice is given) on which,  at 3:00 p.m.,
Boston,  Massachusetts  time, this Warrant shall terminate.  Notwithstanding any
such notice, this Warrant shall remain exercisable,  and otherwise in full force
and effect, until such time of termination.

     2.3 Certificate of Adjustment. Whenever the Exercise Price or the number of
Class A Interests  issuable  hereunder  is  adjusted,  as herein  provided,  the
Company  shall  promptly  deliver  to the  registered  Holder of this  Warrant a
certificate of the Treasurer of the Company,  which  certificate shall state (i)
the  Exercise  Price and the number of Class A Interests  (or other  Securities)
issuable  hereunder  after  such  adjustment,  (ii)  the  facts  requiring  such
adjustment, and (iii) the method of calculation for such adjustment and increase
or decrease.

3. Reservation of Class A Interests,  etc., Issuable on Exercise of Warrant. The
Company will at all times  reserve and keep  available,  solely for issuance and
delivery upon the exercise of this Warrant, the number of Class A Interests from
time to time issuable upon the exercise of this Warrant.

4. Disposition of This Warrant, Class A Interests, Etc.

     (a) The Holder of this Warrant and any transferee  hereof or of the Class A
Interests  (or Other  Securities)  with  respect  to which this  Warrant  may be
exercisable,  by their acceptance hereof,  hereby understand and agree that this
Warrant and the Class A Interests  (or Other  Securities)  with respect to which
this Warrant may be exercisable  have not been  registered  under the Securities
Act of 1933, as amended (the "Act"), and may not be sold, pledged, hypothecated,
donated, or otherwise transferred (whether or not for consideration)  without an
effective registration statement under the Act or an opinion satisfactory to the
Company of counsel  satisfactory to the Company and/or submission to the Company
of such other evidence as may be satisfactory to counsel to the Company, in each
such case, to the effect that any such transfer shall not be in violation of the
Act. It shall be a condition to the transfer of this Warrant that any transferee
thereof  deliver to the Company its written  agreement to accept and be bound by
all of the terms and conditions of this Warrant.

     (b) The  certificates  of the Company that will evidence  Class A Interests
(or Other Securities) with respect to which this Warrant may be exercisable will
be imprinted with a conspicuous legend in substantially the following form:

"THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT OF  1933,  AS  AMENDED  (THE  "ACT"),  AND MAY NOT BE SOLD,
PLEDGED,  HYPOTHECATED,  DONATED OR  OTHERWISE  TRANSFERRED  (WHETHER OR NOT FOR
CONSIDERATION) BY THE HOLDER WITHOUT AN EFFECTIVE  REGISTRATION  STATEMENT UNDER
THE ACT OR AN OPINION SATISFACTORY TO THE COMPANY OF COUNSEL SATISFACTORY TO THE
COMPANY  AND/OR  SUBMISSION  TO THE  COMPANY  OF SUCH OTHER  EVIDENCE  AS MAY BE
SATISFACTORY  TO COUNSEL TO THE COMPANY,  IN EACH SUCH CASE,  TO THE EFFECT THAT
ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE ACT."

     The  Company  does  not  file,  and  does  not  in the  foreseeable  future
contemplate filing, periodic reports with the Securities and Exchange Commission
("SEC")  pursuant to the provisions of the  Securities  Exchange Act of 1934, as
amended.  The  Company has not agreed to register  any of the  Holder's  Class A
Interests  (or Other  Securities)  of the  Company  with  respect  to which this
Warrant may be exercisable for distribution in accordance with the provisions of
the Act,  and the  Company  has not  agreed to comply  with any  exemption  from
registration  under the Act for the resale of the Holder's Class A Interests (or
Other Securities) with respect to which this Warrant may be exercised. Hence, it
is the  understanding  of the  Holder  of this  Warrant  that by  virtue  of the
provisions of certain rules respecting "restricted  securities"  promulgated by
the SEC, the Class A Interests (or Other Securities) of the Company with respect
to  which  this  Warrant  may  be  exercisable   may  be  required  to  be  held
indefinitely,  unless and until  registered  under the Act,  unless an exemption
from such  registration  is  available,  in which  case the  Holder may still be
limited  as to the  number of Class A  Interests  (or Other  Securities)  of the
Company with respect to which this  Warrant may be  exercised  that may be sold
from time to time.

5. Rights and  Obligations of Warrant  Holder.  The Holder of this Warrant shall
not,  by virtue  hereof,  be entitled  to any voting  rights or other  rights as
securityholder of the Company.  No provision of this Warrant,  in the absence of
affirmative  actions  by the  Holder to  purchase  Class A  Interests  (or Other
Securities)  of the Company by exercising  this Warrant,  and no  enumeration in
this Warrant of the rights or  privileges  of the Holder,  will give rise to any
liability of such Holder for the Exercise Price acquirable by exercise hereof.

6. Transfer of Warrants. This Warrant,  and/or any rights hereunder,  may not be
transferred, in whole or in part, without the written consent of the Company.

7. Replacement of Warrants.  Upon receipt of evidence reasonably satisfactory to
the Company of the loss, theft, destruction or mutilation of any Warrant and, in
the case of any such loss,  theft or destruction,  upon delivery of an indemnity
agreement  reasonably  satisfactory in form and amount to the Company or, in the
case of any such  mutilation,  upon surrender and  cancellation of such Warrant,
the Company at its expense  will  execute and deliver,  in lieu  thereof,  a new
Warrant of like tenor.

8. Miscellaneous.

     8.1 Notices.  All notices and other  communications from the Company to the
Holder of this Warrant shall be mailed by first class mail, postage prepaid,  to
such  address  as may have been  furnished  to the  Company  in  writing by such
Holder, or, until an address is so furnished,  to and at the address of the last
Holder of this  Warrant  who has so  furnished  an address to the  Company.  All
communications from the Holder of this Warrant to the Company shall be mailed by
first class mail, postage prepaid, to such address as may have been furnished to
the Holder in writing by the Company.

     8.2 Amendment and Waiver. Except as otherwise provided herein, this Warrant
and any term hereof may be amended, waived,  discharged or terminated only by an
instrument  in writing  signed by the party against  which  enforcement  of such
amendment, waiver, discharge or termination is sought.

     8.3 Governing Law;  Descriptive  Headings.  This Warrant shall be construed
and enforced in accordance with and governed by the laws of the  Commonwealth of
Massachusetts.  The headings in this Warrant are for purposes of reference only,
and shall not limit or otherwise affect any of the terms hereof.

Dated:  September 21, 2001

                                         BioHybrid Technologies LLC
                                         By BioHybrid Technologies Inc., Manager

                                         By  /s/ John L. Hayes, President
<PAGE>

                                   EXHIBIT A
                             SUBSCRIPTION AGREEMENT

                  [To be signed only upon exercise of Warrant]

To:                                                            Date:

     The  undersigned,  the  Holder  of  the  within  Warrant,  pursuant  to the
provisions  set  forth in the  within  Warrant,  hereby  irrevocably  elects  to
exercise  the  purchase  rights  represented  by such Warrant for, and agrees to
subscribe for and purchase  thereunder,  ____________________  Class A Interests
(or Other  Securities)  covered by such  Warrant and herewith  makes  payment of
$______________  therefore,  and requests that the certificates for such Class A
Interests  be issued in the name of, and  delivered  to,  ______________,  whose
address is: _________________.  If said number of Class A Interests is less than
all the Class A  Interests  covered  by such  Warrant,  a new  Warrant  shall be
registered in the name of the  undersigned  and delivered to the address  stated
below.

                    Signature:______________________________________

                    (Signature must conform in all respects to name of Holder as
                    specified  on the  face  of the  Warrant  or on the  form of
                    Assignment attached as Exhibit B thereto.)


                    Address:_______________________________________