Exhibit 10.2

                                  BIONOVO, INC.

                             INVESTOR QUESTIONNAIRE


THIS  QUESTIONNAIRE  IS TO BE COMPLETED  AND DELIVERED TO DUNCAN  CAPITAL,  LLC.
PRIOR TO ACCEPTANCE OF THE SUBSCRIPTION BY THE COMPANY,  CERTAIN CONDITIONS MUST
BE MET.

INSTRUCTIONS:   This  Questionnaire,   along  with  the  attached   Subscription
Agreement, is being provided to each individual who has expressed an interest in
purchasing  units,  at a  purchase  price of  $100,000  per Unit where each Unit
consists of 200,000  shares of common stock  ("COMMON  STOCK") of Bionovo,  Inc.
(the "COMPANY") and five-year warrants to purchase 25,000 shares of Common Stock
at an exercise  price of $0.75 per share and 25,000 shares of Common Stock at an
exercise price of $1.00 per share (the "WARRANTS").  Prior to your acceptance by
the Company as a subscriber,  you must meet, among others, the standards imposed
by Regulation D as adopted by the Securities and Exchange  Commission  under the
Securities Act of 1933, as amended (the "SECURITIES  ACT"),  since Units and the
shares of Common Stock and Warrants  included  therein have not been  registered
under the  Securities  Act and are being  sold in  reliance  upon the  exemption
provided  by  Section  4(2) of the  Securities  Act  and  Rule  506  promulgated
thereunder.   The  Company  has   established   general   investor   suitability
requirements for all investors  requiring that each natural person or entity who
subscribes for Units must be an  "accredited  investor," as such term is defined
in Regulation D under the Securities Act. The Company,  in its sole  discretion,
may increase the foregoing  requirements based upon more stringent  requirements
under  state  "Blue  Sky"  laws  or  special   circumstances.   The  undersigned
acknowledges  and agrees that the Company and Duncan  Capital are relying on the
undersigned's  representations  contained in this  Questionnaire and the related
subscription agreement in determining whether to accept the subscription.

Duncan  Capital  is  acting  as  the  Company's  exclusive  placement  agent  in
connection with the sale of the Units.

Please contact Robert H. Cohen,  counsel to the Company,  at Greenberg  Traurig,
LLP, 200 Park Avenue, New York, New York 10166, (212) 801-9200,  if you have any
questions in completing this Questionnaire.

If the answer to any question is "none" or "not applicable," please so state.

Your  answers  will,  at all  times,  be kept  strictly  confidential;  however,
everyone  who agrees to purchase  the Units  hereby  agrees that the Company and
Duncan  Capital  may present  this  Questionnaire  to such  parties as they deem
appropriate  in order to assure  itself that the offer and sale of the Units and
the shares of Common Stock and Warrants  included therein to you will not result
in a loss of the exemption from registration  under the Securities Act, which is
being relied upon by the Company and Duncan Capital in connection  with the sale
of the shares of Common Stock.

Please complete this  Questionnaire as thoroughly as possible and sign, date and
return one copy. In case of insufficient  space,  please use the reverse side to
assure that complete answers are submitted.

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<PAGE>

Please print or type:

1.       NAME(S) IN WHICH SHARES OF COMMON STOCK AND WARRANTS ARE TO BE HELD:

         A.
                  --------------------------------------------------------------
                  First Name     Initial    Last Name

         B.
                  --------------------------------------------------------------

         C.
                  --------------------------------------------------------------
                  Entity

                  (if a husband and wife are purchasing the Units, give the name
                  of both the husband and the wife.)

2.       SOCIAL SECURITY NUMBER(S) or TAX IDENTIFICATION NUMBER(S):

         A.
                  ------------------------------
         B.
                  ------------------------------
         C.
                  ------------------------------

3. MANNER IN WHICH TITLE TO BE HELD (Please Check One):

                  Individual Ownership
         --------
                  Community Property
         --------
                  Tenants in Common
         --------
                  Joint Tenants with Rights of Survivorship
         --------
                  Partnership
         --------
                  Corporation
         --------
                  As Custodian, Executor or Trustee for
         --------                                       ------------------------

FOR INDIVIDUAL INVESTORS:

4.       Residential Address and Telephone Number:

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         Date of Birth: (A)                                 (B)
                            ------------------                  ----------------
         Occupation:  (A)                                   (B)
                          ------------------                    ----------------
         Position:  (A)                                     (B)
                        --------------------                    ----------------
         Business Address and Telephone
         Number:


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         Person or Persons to be Contacted at Place of Employment:

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         Bank or Banks at which Checking and/or Savings Accounts are located:

         Name or Names of Banks:
                                  ----------------------------------------------
         Branch                        Address:
                 --------------------            -------------------------------
         or Addresses
                      ----------------------------------------------------------
         Persons at Bank or Banks to Contact and Telephone Number:
                                                                  --------------

5.       In Which State Do You Currently:

         A.       Maintain your primary residence?
                                                   -----------------------------
         B.       Maintain secondary residence, if any?
                                                        ------------------------
         C.       Vote?
                        --------------------------------------------------------
         D.       File income tax returns?
                                           -------------------------------------
         E.       Maintain a driver's license?
                                               ---------------------------------

         Number of years at primary residence listed above?
                                                            --------------------
6.       Accredited Investor Certification.

         Please INITIAL where appropriate:

         A.       _____  I  certify  that I have a net  worth  (including  home,
                  furnishings  and  automobiles)  of at least $1 million  either
                  individually or through aggregating my individual holdings and
                  those  in which I have a joint,  community  property  or other
                  similar shared ownership interest with my spouse.

                  The above net worth takes into  account my current  assets and
                  other assets  diminished by my current  liabilities  and other
                  liabilities   including   contingent   liabilities,   such  as
                  threatened or pending lawsuits and proceedings.

         B.       _____ I certify that I have had an annual gross income for the
                  past two years of at least $200,000 (or $300,000  jointly with
                  my  spouse)  and  expect  my  income  (or  joint  income,   as
                  appropriate) to reach the same level in the current year.

         C.       _____ I certify that I am a director or  executive  officer of
                  the Company.

         D.       I am aware that the proposed  offering of the shares of Common
                  Stock    and    Warrants    will    involve    non-marketable,
                  non-transferable securities requiring my capital investment to
                  be maintained for an indefinite period of time.

                             Yes ________                   No ________

7.       Please indicate whether you are a director, officer, employee, owner of
         an interest in or an "affiliate" of any securities brokerage firm which
         is a member of the National Association of Securities Dealers, Inc. (An
         "AFFILIATE," as defined in Rule 405 of the

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<PAGE>

         Securities  Act, means one who directly or  indirectly,  through one or
         more  intermediaries,  controls or is  controlled by or is under common
         control with such person.)

                             Yes ________                   No ________

         If yes,  please  state  the firm name and  address  and  describe  your
         relationship.

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8.       Please  provide in the space  below any  additional  information  which
         would  evidence that you have  sufficient  knowledge and  experience in
         financial  and business  matters so that you are capable of  evaluating
         the  merits  and risks of  investing  in  non-transferable,  restricted
         securities of a corporate entity.

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FOR CERTAIN QUALIFIED ORGANIZATIONS:

9.       Additional  information  for  corporate,   partnership,  LLC  or  trust
         subscribers:

         A.       Name of organization or entity:
                                                 -------------------------------
         B.       Business address:
                                   ---------------------------------------------
         C.       Telephone:  (     )
                               -----  ------------------------------------------
         D.       Send communications to the attention of:
                                                          ----------------------
         E.       Date of organization:
                                       -----------------------------------------
         F.       State of organization:
                                        ----------------------------------------
         G.       Tax identification no.:
                                         ---------------------------------------
         H.       Form of organization:
                                       -----------------------------------------
         Corporation                Partnership               LLC
                     --------                   ------------      ------------
         Trust                      Other (Describe)
               --------------                        --------

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         I.       If a  corporation,  the  organization  has _____ has not _____
                  elected  to be  taxed  as a  small  business  corporation  for
                  federal income tax purposes under the provisions of Subchapter
                  S of the Internal Revenue Code of 1986, as amended.

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<PAGE>

         J.       The organization is actively engaged in the conduct of a trade
                  or business:

                             Yes ________                   No ________

         K.       Describe  purpose of formation or principal  trade or business
                  activity:

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         L. Was such entity formed for the purpose of purchasing the Units?

                             Yes ________                   No ________

10.      The  corporate,   partnership,   limited  liability  company  or  trust
         subscriber represents and warrants that it is (check one):

                  _______a. A corporation, partnership, Massachusetts or similar
business trust, or organization  described in Section  501(c)(3) of the Internal
Revenue Code (tax exempt  organization),  not formed for the specific purpose of
acquiring  the  shares  of  Common  Stock,  having  total  assets  in  excess of
$5,000,000.

                  _______b.  A bank,  savings  and  loan  association  or  other
similar  institution  (as defined in  Sections  3(a)(2)  and  3(a)(5)(A)  of the
Securities Act).

                  _______c. An insurance company (as defined in Section 2(13) of
the Securities Act).

                  _______d.   An  investment   company   registered   under  the
Investment Company Act of 1940.

                  _______e.  A  business  development  company  (as  defined  in
Section  2(a)(48) of the Investment  Company Act of 1940) or a private  business
development company (as defined in Section 202(a)(22) of the Investment Advisers
Act of 1940).

                  _______f.  A Small Business Investment Company licensed by the
U.S.  Small  Business  Administration  under Section  301(c) or (d) of the Small
Business Investment Act of 1958.

                  _______g. A broker or dealer registered pursuant to Section 15
of the Securities Exchange Act of 1934, as amended.

                  _______h.  A plan  established and maintained by a state,  its
political  subdivisions,  or any  agency  or  instrumentality  of a state or its
political  subdivisions  for the benefit of its employees,  which plan has total
assets in excess of $5,000,000.

                  _______i.  An employee  benefit plan within the meaning of the
Employee  Retirement Income Security Act of 1974, if the investment  decision is
made by a "Plan  Fiduciary,"  as defined in Section 3(21) of such Act,  which is
either a bank,  savings and loan  association,  insurance  company or registered
investment advisor.

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<PAGE>

                  _______j.  An employee  benefit plan within the meaning of the
Employee Retirement Income Security Act of 1974 having total assets in excess of
$5,000,000.

                  _______k.  A  self-directed  employee  benefit plan within the
meaning of the Employee  Retirement Income Security Act of 1974, with investment
decisions made solely by persons who are accredited investors as defined in Rule
501(a) of Regulation D.

                  _______l.  A trust with total  assets in excess of  $5,000,000
not formed for the  specific  purpose of  acquiring  the shares of Common  Stock
offered,  whose purchase is directed by a  sophisticated  person (i.e., a person
who has such knowledge and experience in financial and business  matters that he
is capable of evaluating  the merits and risks of an investment in the shares of
Common Stock).

                  _______m.  An  entity in which all of the  equity  owners  are
accredited  investors as defined in Rule 501(a) of Regulation D. (If  subsection
m. is checked, EACH equity owner must complete an investor questionnaire).


11.      Please provide the following:

                  (1) If an S Corporation, the names of all officers, directors,
and stockholders.

                  (2) If a  partnership,  the names of all  partners  indicating
whether each person is a general partner or limited partner.

                  (3)   Financial   statements   of  corporate  or   partnership
subscriber, accompanied by a certificate of an officer or general partner.

                  For each class of investor  listed on the following page, this
signed   Questionnaire  must  be  accompanied  by  the  following   verification
documents:

         CORPORATE SUBSCRIBER

         A  certified  copy  of a  resolution  of  the  corporation's  board  of
directors:  (i) designating the officer(s) of the corporation authorized to sign
on behalf of the corporation; and (ii) authorizing the contemplated investment.

         PARTNERSHIP AND LLC SUBSCRIBER

         A certificate  signed by all the general  partners or managing  members
authorizing the general partner or managing member who signed the signature page
on  behalf  of the  partnership  or LLC to  sign  and to make  the  contemplated
investment on behalf of the partnership or LLC.

         TRUST SUBSCRIBER

         A certificate  signed by all the trustees  authorizing  the trustee who
signed  the  signature  page on  behalf  of the  trust  to sign  and to make the
contemplated investment on behalf of the trust.

                                       6
<PAGE>

         CUSTODIAN SUBSCRIBER

         A certified copy of the  instrument  pursuant to which the custodian is
acting.

                               [Signature follows]


                                       7
<PAGE>

         I consent to the  communication  by the Company and Duncan Capital,  or
any of  their  respective  employees,  agents  and  affiliates  with any bank or
business reference set forth above.

         The  foregoing  statements  are  true  and  accurate  to the best of my
information  and belief,  and I will notify the Company or Duncan Capital of any
change in the foregoing answers.

FOR INDIVIDUAL SUBSCRIBERS(S)             FOR CORPORATE, PARTNERSHIP, LLC
                                          OR TRUST SUBSCRIBERS


---------------------------------------   --------------------------------------
    Name of Subscriber [Please Print]     Name of Subscriber [Please Print]


---------------------------------------   --------------------------------------
Signature                                 Authorized Signatory

(B)
   ------------------------------------   --------------------------------------
    Name of Subscriber [Please Print]     Name and Title of Authorized Signatory
                                          [Please Print]

---------------------------------------
Signature

Date and Place of Execution:

Date:                                     Place:
     ----------------------------------         --------------------------------


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