THE
      COMPANY HAS NOT REGISTERED THE SECURITIES EVIDENCED BY THIS NOTE UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. YOU
      MAY
      NOT SELL, OFFER TO SELL, PLEDGE, HYPOTHECATE OR OTHERWISE TRANSFER YOUR INTEREST
      IN THIS NOTE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR, SUPPORTED BY AN OPINION OF COUNSEL
      DELIVERED TO THE COMPANY IF THE COMPANY REQUIRES ONE, QUALIFYING THE TRANSACTION
      FOR AN EXEMPTION TO THE REGISTRATION REQUIREMENT.

     

    CONVERTIBLE
      PROMISSORY NOTE 

     

    
      	
              Holder:

            	
              _____________.

            
	
              Company:

            	
              GenSpera,
                Inc.

            
	
              Note
                Date:

            	
              December
                ___, 2003

            
	
              Maturity
                Date:

            	
              December
                ___, 2008

            
	
              Principal
                Amount:

            	
              US$______.

            
	
              Interest
                Rate:

            	
              4.20%

            
	
              Place:

            	
              ____________.

            


    

    


    For
      value
      received, GENSPERA,
      INC.,
      a
      Delaware corporation (the "Company"), whose address is 106 Victoria Ct.,
      Downingtown, PA, 19335, promises to pay to __________
      ("Lender") or to Lender's registered assigns (in either case, the "Holder"),
      at
      _______________________, or such other address as may be designated in written
      notice by the Holder to the Company, the principal sum of ___________ Dollars
      ($00,000.00)
      (the
      "Principal Amount"). 

     

    The
      following is a statement of the rights of the Holder and the conditions to
      which
      this Note is subject, to which the Holder, by the acceptance of this Note,
      agrees:

     

    1. Principal
      and Interest; Prepayment.
      

     

    1.1 Principal
      and Interest.
      Interest shall accrue on the unpaid Principal Amount at a rate of Four Percent
      (4.20%) per annum, simple interest ("Interest"). The outstanding Principal
      Amount and any unpaid Interest shall become due and payable upon demand
      beginning anytime on or after December
      ___, 2008,
      unless
      this Note is converted earlier pursuant to the terms of its Section 2.
      

     

    1.2 Prepayment.
      At
      anytime beginning five (5) business days after providing the Holder written
      notice of a Qualified Financing, as defined in Section 2.1,
      and
      subject to the provisions of Section 2.1.2, the Company may prepay in whole
      or
      in part the outstanding Principal Amount plus the accrued and unpaid Interest.
      

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    


    2.
      Conversion

     

    2.1 Conversion.
      

     

    2.1.1
      Upon the
      Company's giving the Holder written notice of its completion of an equity
      financing in the amount of at least $500,000, in one closing or a series of
      closings (a "Qualified Financing"), the outstanding Principal Amount plus
      accrued and unpaid Interest may, at the Holder's option, be converted into
      fully
      paid and non-assessable shares of such equity securities (the "Qualified
      Securities") at the price per share (the "Conversion Price") paid by the
      investors in such Qualified Financing. The shares of Qualfied Securities to
      be
      issued upon conversion of the Note shall be entitled to the same rights and
      be
      subject to the same obligations provided in the purchase agreement entered
      into
      with investors with respect to the sale of the Qualified
      Securities.

     

    2.1.2
      In the
      event that the investors require the Holder to convert the Principal Amount
      plus
      accrued and unpaid Interest into Qualified Securities as a condition to
      completion of the Qualified Financing, Holder agrees that by operation of this
      Section 2.1.2 and without further instrument, the conversion of Section 2.1.1
      shall be automatic and not at the Holder’s option.

     

    2.2 Issuance
      of Stock; Fractional Shares.
      As soon
      as practicable after conversion of this Note, the Company, at its expense,
      will
      cause to be issued in the name of and delivered to the Holder, a certificate
      or
      certificates for the number of fully paid and nonassessable shares of Qualified
      Securities to which the Holder shall be entitled upon such conversion, which
      certificates shall include legends restricting transfer under the federal and
      state securities laws. No fractional shares will be issued upon conversion
      of
      this Note. If, upon conversion of this Note, a fraction of a share results,
      the
      Company will pay the cash value of that fractional share, calculated on the
      basis of the Conversion Price.

     

    3. Holder's
      Representations.
      This
      Note has been executed in favor of Holder in reliance upon the following
      representations and covenants of the Holder, which by receipt of this Note
      the
      Holder hereby confirms:

     

    3.1 Disclosure
      Documents.
      In
      connection with the transactions pursuant to which this Note has been issued,
      the Holder and its representatives and legal counsel have been afforded full
      and
      free access to corporate books, financial statements, records, contracts,
      documents and other information concerning the Company and to its offices and
      facilities, have been afforded an opportunity to ask such questions of the
      Company’s officers, employees, agents, accountants and representatives
      concerning the Company’s business, operations, financial condition, assets,
      liabilities, and other relevant matters as it has deemed necessary or desirable,
      and has been given all such information requested, in order to evaluate the
      merits and risks of this Warrant and the Preferred Stock into which it is
      exercisable.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    3.2 Investment
      Purpose.
      The
      Holder is acquiring the Shares issued or issuable upon exercise of the Holder’s
      rights contained herein for the Holder’s own account for the purpose of
      investment and not for or with a view to the resale, distribution, subdivision,
      or fractionalization thereof.

     

    3.3 Restricted
      Securities.
      The
      Holder understands that (i) the Shares have not been registered under the U.S.
      Securities Act of 1933, as amended (the “Act”) because it is being issued in a
      transaction exempt from the registration requirements of the Act pursuant to
      Section 4(2) thereof or Regulation D promulgated under the Act, (ii) the
      Shares must be held indefinitely unless a subsequent disposition thereof is
      registered under the Act or is exempt from such registration (and accordingly,
      the Holder should be prepared to bear the economic risk of an investment in
      the
      Shares for an indefinite period), and (iii) the Company will make a notation
      on
      its transfer books to such effect.

     

    3.4 Sufficient
      Knowledge and Experience.
      The
      Holder has sufficient knowledge and experience in investing so as to be able
      to
      evaluate the risks and merits of the investment in the Company upon exercise
      of
      the Note.

     

    3.5 High Degree of Risk.
      The
      Holder acknowledges and understands that the purchase of the Shares upon
      exercise of the Note is speculative and involves a high degree of risk. In
      electing to exercise the Note, the Holder recognizes the potential of losing
      the
      Holder’s entire investment and hereby acknowledges the Holder’s ability to bear
      such loss.

     

    4. Transfer
      of Note; Restrictions on Transfer.
      This
      Note may be transferred only in compliance with applicable federal and state
      securities laws and only upon surrender of the original Note for registration
      of
      transfer, duly endorsed, or accompanied by a duly executed written instrument
      of
      transfer in form satisfactory to the Company. A new Note for like principal
      amount and interest will be issued to, and registered in the name of, the
      transferee. Interest and principal are payable only to the registered holder
      of
      the Note. The Holder agrees to provide a Form W-9 to the Company upon
      request.

     

    5. Events
      of Default.
      If any
      of the following events (each an "Event of Default") shall occur, the Holder
      may, so long as such condition exists, declare the outstanding Principal Amount
      and accrued but unpaid Interest immediately due and payable, by notice in
      writing to the Company:

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    5.1 If
      the
      Company (a) institutes proceedings to be adjudicated as bankrupt or insolvent,
      (b) files a petition or answer or consent seeking reorganization or release
      under the federal Bankruptcy Act, or any other applicable federal or state
      law,
      (c) has a receiver, liquidator, or trustee, appointed with respect to
      substantially all of its assets, (d) makes an assignment for the benefit of
      creditors, or (e) takes any corporate action in furtherance of any such
      action;

     

    5.2 If,
      within 60 days after commencement of an action against the Company (and service
      of process on the Company) seeking any bankruptcy, insolvency, reorganization,
      liquidation, dissolution, or similar relief under any present or future statute,
      law, or regulation, such action shall not have been resolved in favor of the
      Company or all orders or proceedings thereunder affecting the operations or
      the
      business of the Company stayed, or if the stay of any such order or proceeding
      shall thereafter be set aside, or if, within 60 days after the appointment
      without consent or acquiescence of the Company of any trustee, receiver, or
      liquidator of the Company, such appointment shall hot have been vacated;


     

    5.3 Any
      declared default of the Company under any indebtedness that gives the holder
      the
      right to accelerate such indebtedness, and such indebtedness is in fact
      accelerated by the holder;

     

    5.4 Failure
      to pay the Principal Amount and Interest when due; or

     

    5.5 The
      adoption of any plan of liquidation, dissolution, or winding up of the Company,
      or the involuntary occurrence thereof.

     

    6. Miscellaneous.
      

     

    6.1 Remedies.
      The
      Company and all endorsers of this Note hereby waive notice, presentment,
      protest, and notice of dishoner.

     

    6.2 Holder
      as Owner.
      The
      Company may deem and treat the holder of record of this Note as the absolute
      owner for all purposes regardless of any notice to the contrary.

     

    6.3 No
      Shareholder Rights.
      This
      Note shall not entitle the Holder to any voting rights or any other rights
      as a
      shareholder of the Company or to any other rights except the rights stated
      herein; and no dividend shall be payable or shall accrue in respect of this
      Note
      or the Qualified Securities, until this Note is converted.

     

    6.4 Successors
      and Assigns. This
      Note
      shall inure to the benefit of and be binding on the successors and assigns
      of
      the parties.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    


    6.5 Governing
      Law; Jurisdiction. This
      Note
      shall be governed by and construed under the internal laws of the Commonwealth
      of the State of Pennsylvania, without reference to the principles of conflicts
      of law or choice of laws. The Holder and the Company consent to the jurisdiction
      and venue of the federal and state courts located in Philadelphia, Pennsylvania,
      with respect to any controversy or claims arising under or related to this
      Note.


     

    6.6 Notices.
      Any
      notice to be given by one party to the other pursuant to this Note shall be
      in
      writing and shall be deemed to have been duly given when received if personally
      delivered; when transmitted if transmitted by telecopy, or by electronic or
      digital transmission method and an appropriate confirmation is received; the
      day
      after it is sent, if sent for next day delivery to a domestic address by a
      recognized overnight delivery service; and upon receipt if delivered in person,
      sent by facsimile, or deposited into the United States mail, postage pre-paid,
      by certified or registered mail, return receipt requested. Notice shall be
      sent
      to Holder and to the Company at their respective addresses set forth above,
      or
      at such other address as either shall furnish to the other in writing.


     

    6.7 Headings.
      The
      captions and headings contained in this Note are for convenience of reference
      only and shall not limit or otherwise affect the meaning or interpretation
      hereof.

     

    6.8 Severability.
      In the
      event that any one or more of the provisions contained herein, or the
      application thereof in any circumstance, is held invalid, illegal or
      unenforceable, the validity, legality and enforceability of any such provision
      in every other respect and of the remaining provisions contained herein shall
      not be affected or impaired thereby.

     

    6.9 Further
      Assurances.
      At any
      time and from time to time after the date hereof the parties hereto agree to
      do
      all such further acts and things as the other party may reasonably request
      for
      the purpose of carrying out the intent of this Note and the documents referred
      to herein, and as may be deemed reasonably necessary by the
      parties.

     

    6.10 Entire
      Agreement; Amendment.
      This
      Note, together with any schedules, annexes and exhibits hereto, contains the
      entire understanding of the parties relating to the subject matter hereof and
      supersedes any prior agreements, written or oral, with respect to the same
      subject matter. This Note may not be amended or modified except by a written
      agreement executed by the party to be charged with the amendment.

     

    Signature
      block on next page

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Company has caused this Note to be executed as of the
      date
      first written above.

     

    
      	 	
              GenSpera,
                Inc. 

            
	 	 	 
	 	
              By:
                

            	   

	 	
              Its:
                Secretary

            


    

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    


    NOTICE
      OF EXERCISE

     

    OF

     

    CONVERSION
      OF PROMISSORY NOTE


     

    To:
        GenSpera,
      Inc.:

     

    The
      undersigned hereby elects to convert the attached Promissory Note into the
      number of shares of Qualified Securities as may be determined by dividing the
      Principal Amount plus accrued but unpaid Interest by the Conversion Price.
      The
      undersigned represents that the undersigned acquires the Qualified Securities
      for the undersigned's own account and not with a view to, or for resale in
      connection with, the distribution thereof, and that the undersigned has no
      present intention of distributing or reselling such Qualified Securities.


     

    Please
      issue a certificate or certificates representing the Qualified Securities in
      the
      name of the undersigned or in such other name as is specified below.


     

    Dated
      this ____ day of ______________________. 

     

    
      	 	
               

              ___________________________

               

              (Signature)

               

              ___________________________

               

              (Print
                Name)

               

              ___________________________

               

              (Title
                if an Entity)

            
	
               

              ___________________________

               

              (Name
                of Certificate Holder)

               

              ___________________________

               

              ___________________________

               

              (Address)

            	 


    

     

    
      
         

      

      
        7