EXHIBIT 10.2



                                 PROMISSORY NOTE


$500,000.00                                             Dated: February 13, 2003


     FOR VALUE RECEIVED, the undersigned, Bioral Nutrient Delivery, LLC, a
Delaware limited liability company with a place of business at 4419 West Sevilla
Street, Tampa, Florida 33629 (hereinafter the "Debtor"), promises to pay to the
order of BioDelivery Sciences International, Inc., a Delaware corporation with a
place of business at c/o UMDNJ - New Jersey Medical School, Administrative
Building 4, 185 South Orange Avenue, Newark, New Jersey 07103 (hereinafter the
"Lender"), at Lender's office, or at such other place as may be designated in
writing by the holder of this Note, the principal amount of FIVE HUNDRED
THOUSAND AND 00/100 DOLLARS ($500,000.00), in lawful money of the United States,
together with interest on the unpaid principal amount from the date hereof until
such principal amount shall be paid in full, at a rate equal to four and
eighty-five one hundredths percent (4.85%) per annum for each one (1) year
period (beginning on the date hereof) during which the principal is outstanding.

     Accrued interest and principal hereon shall be repaid to Lender solely from
funds constituting ten percent (10%) of Royalty Revenues (as defined below)
received by the Debtor, within thirty (30) days of Debtor's receipt of any such
Royalty Revenues. For purposes of this Note, the term "Royalty Revenues" means
any cash received by Debtor as royalty or similar payments from sub-licenses to
third parties of technology which Debtor has licensed from Lender. All payments
from Debtor to Lender as contemplated by this paragraph shall be applied first
to accrued interest and second to principal.

     Notwithstanding the foregoing paragraph, all principal and accrued interest
outstanding under this Note shall immediately be due and payable (i) at 5:00
p.m., New York time, on February 13, 2013 or (ii) upon a sale, in one or a
series of related transactions, of (A) all or substantially all of the assets of
Debtor or (B) more than fifty percent (50%) of the Class A Membership Shares of
Debtor (or other securities of Debtor which grant the rights to control Debtor)
to any third party.

     Debtor shall have the right, at any time and from time to time, to prepay
this Note in whole or in part without premium or penalty but including the
interest amount set forth above. Amounts prepaid shall be applied to the last
payment due under the terms of this Note and may not be re-borrowed under this
Note.

     Both principal and interest are payable in lawful money of the United
States of America to Lender. All payments made on account of the principal
amount hereof shall be recorded by Lender.



<PAGE>


     DEBTOR HEREBY WAIVES PRESENTMENT FOR PAYMENT, DEMAND, NOTICE OF DISHONOR
AND PROTEST OF THIS NOTE. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, INCLUDING MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, WITH REGARD TO SUCH STATE'S CONFLICT OF
LAWS PRINCIPLES. NONE OF THE TERMS OR PROVISIONS OF THIS NOTE MAY BE WAIVED,
ALTERED, MODIFIED OR AMENDED EXCEPT AS LENDER MAY CONSENT THERETO IN WRITING.

     Debtor agrees to indemnify the Lender from and against any and all claims,
losses and liabilities (including reasonable attorneys' fees) growing out of or
resulting from this Note. The Debtor will, upon demand, pay to the Lender the
amount of any and all expenses, including the reasonable fees and expenses of
its counsel and of any experts and agents, which the Lender may incur in
connection with the administration of this Note, the exercise or enforcement of
any of the rights of the Lender hereunder, or the failure by the Debtor to
perform or observe any of the provisions hereof.

     Lender may assign to one or more entities all or a portion of its rights
under this Note. In the event of an assignment of all of its rights, Lender may
transfer this Note to the assignee.

     If any term or provision of this Note or the application thereof to any
person or circumstance shall, to any extent, be invalid or unenforceable, the
remainder of this Note, or the application of such term or provisions to persons
or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each term and provision of
this Note shall be valid and be enforced to the fullest extent permitted by law.


         Dated: February 13, 2003


                                  BIORAL NUTRIENT DELIVERY, LLC



                                  By:  /s/ Francis E. O'Donnell, Jr.
                                      ------------------------------------------
                                  Name:  Francis E. O'Donnell, Jr.
                                  Title: President and Chief Executive Officer



                                       2