EXHIBIT 10.2
                                 PROMISSORY NOTE

                                                               Dated:_____, 1999
$ --------
         FOR VALUE RECEIVED, UNIGENE LABORATORIES,  INC., a Delaware corporation
authorized  to do  business  in the  State  of New  Jersey  (the  "Undersigned")
promises to pay to the order of ______ LEVY, (the "Lender"), at their offices at
110 Little Falls Road,  Fairfield,  New Jersey,  the sum of _______ THOUSAND and
00/100  ($________ )  DOLLARS  (hereinafter  referred to as the  "Principal") in
lawful money of the Unites  States of America with  interest,  calculated on the
basis of a 365 day year, for the actual number of days  involved,  on the unpaid
balance  from the date of this  Promissory  Note  ("Note") at the rate set forth
hereafter until paid.

         The rate of interest on the Note shall be at the Merrill  Lynch  Margin
Loan Rate as announced  from time to time plus  one-quarter  (1/4%)  percent per
annum.

         Payment of Principal  shall be made upon demand.  Interest only will be
payable monthly in arrears on the first day of each month.

         1. As security for the payments of monies owing hereon, the undersigned
has  delivered  to  Lender  a  Security  Agreement  (the  "Security  Agreement")
respecting  its assets,  and equipment  located at its business  premises at 110
Little Falls Road,  Fairfield,  New Jersey and 83 Fulton  Street,  Boonton,  New
Jersey (the "Secured Assets").

         2. The Undersigned agrees with the Lender hereof:

                  (a) to claim no  deduction  upon  the  assessed  value of such
         Secured Assets on account of the monies owing hereon;

                  (b) to pay  all  taxes,  assessments,  or  other  governmental
         charges levied or assessed against the Secured Assets as the same shall
         become due and payable unless same are being contested in good faith in
         which event, the same shall, if requested, be paid to Lender;

                  (c) to keep the Secured  Assets insured for the benefit of the
         Lender hereof  against damage or loss by fire and such other hazards as
         the Lender hereof shall specify,  by insurers and in amounts reasonably
         approved by the Lender  hereof,  and to deliver such policy or policies
         of insurance to the Lender hereof; and

                  (d) to  keep  the  Secured  Assets  in  good  repair  and in a
         condition  satisfactory to the Lender hereof.  The Undersigned  further
         agrees  that,   should  default  be  made  with  regard  to  the  above
         agreements,  the Lender, at its option,  may pay such amount or amounts
         and the amount so paid shall be added to the amount owing hereunder and
         shall be due and payable on demand, with interest at the rate set forth
         above.

         3.  This  Note,  at the  option  of the  Lender  hereof,  shall  become
immediately due and payable in full in the event of any of the following:

                  (a) ten (10) days'  default in any payment of interest  due on
         this Note;
<PAGE>
                  (b) default in the payment of principal due on this Note;

                  (c)      the Undersigned shall (i) apply for or consent to the
         appointment of a receiver, trustee or liquidator of the Undersigned for
         all or a substantial  part of its  properties or assets,  (ii) admit in
         writing its  inability  to pay its debts as they  mature,  (iii) make a
         general assignment for the benefit of creditors,  (iv) be adjudicated a
         bankrupt or insolvent,  or (v) file a voluntary petition in bankruptcy,
         reorganization,   insolvency,  readjustment  of  debt,  dissolution  or
         liquidation  law  or  statute,  or an  answer  admitting  the  material
         allegations of a petition filed against it in any proceeding  under any
         such law or if corporation action shall be taken by the Undersigned for
         the purpose of effecting any of the foregoing; or

                  (d) an order, judgment or decree shall be entered, without the
         application,  approval  or consent of the  Undersigned  by any Court of
         competent  jurisdiction,  approving  or seeking  reorganization  of the
         Undersigned or of all of a substantial part of the properties or assets
         of the Undersigned,  or appointing a receiver, trustee or liquidator of
         the  Undersigned  and such  order,  judgment or decree  shall  continue
         unstayed and in effect for any period of forty-five (45) days or more;

                  (e)  failure of the  Undersigned  to comply with the terms and
         conditions of the Security Agreement of even date herewith given by the
         Undersigned as Borrower to the Lender as Secured  Party,  or failure by
         the  Undersigned  to comply with the terms and  conditions  of the Loan
         Agreement or of any document collateral to this transaction;

                  (f) any default by the Undersigned in any payment of principal
         or interest due on any other note or obligation of the  Undersigned  to
         Lender; or

                  (g) a  default  is  made  in the  repayment  of  any  mortgage
         indebtedness with regard to the premises which the undersigned owns and
         in which the  Secured  Assets are  located.

                  4. Any notice  provisions  contained in the Loan  Agreement or
         the Security Agreement shall also apply hereunder.

         5. Presentment, dishonor and notice of dishonor are hereby waived.

         6. Upon nonpayment of this Note at its stated or accelerated  maturity,
the Lender  may,  in  addition  to such other and  further  rights and  remedies
provided by law, or by the Security Agreement referred to above:

                  (a)  collect  interest  from the date of such  maturity on the
         principal  balance  owing  hereon  at the  interest  rate(s)  set forth
         herein;

                  (b) hold as security for the payment hereof any other property
         heretofore or hereafter  delivered by the Undersigned into the custody,
         control  or  possession  of  the  Lender  for  any  reason  or  purpose
         whatsoever.
<PAGE>
         7. If the  Lender  of the Note has not  received  the  full  amount  of
payment of interest due by the end of the ten (10)  calendar days after the date
it is due and payable, a late charge of five (5%) percent of the overdue payment
shall be immediately  due and payable,  which charge shall be for the purpose of
defraying  expenses incident to handling such delinquent  payments.  This charge
shall be in addition  to, and not in lieu of, any other  remedy  Lender may have
and is in addition to Lender's right to collect  reasonable  fees and charges of
any agents or attorneys  which Lender employs in connection with any non-payment
or other event of default.  Acceptance by the Lender of payment of a late charge
shall in no way be  considered  to be an  election  of remedies or waiver by the
Lender of rights at law or under this Note, or the Security Agreement. Such late
charges if not previously paid shall become part of the  indebtedness  evidenced
hereby,  and shall,  at the  option of the  Lender,  be added to any  succeeding
monthly payment due under this Note.  Failure to pay such late charges with such
succeeding  monthly  payment shall  constitute an event of default and such late
charges shall bear  interest at the default rate as hereafter  provided from the
date due.

         8.  Upon the  occurrence  of an event of  default  (including,  without
limitation,  the failure of Borrower to pay any sum herein  specified when due),
the unpaid  principal  sum  evidenced by this Note together with all accrued and
unpaid interest thereon, and all other sums evidenced and/or secured by the Note
and the Security  Agreement,  Loan Agreement and other loan  documents  given in
connection  herewith  shall bear interest at a rate per annum referred to as the
Default  Rate,  which  shall be equal to a lesser  of: (x) the  highest  rate of
interest  permitted to be contracted for under the laws of the State, or (y) the
interest rate first set forth plus five (5%) percent per annum. The Default Rate
shall be in lieu of any  other  interest  rate  otherwise  applicable  and shall
commence,  without notice,  immediately upon and from the occurrence of any such
event of default  effective  as of the due date of the  payment  in default  and
shall  continue  until all  defaults are cured and all sums then due and payable
under the Note and other loan documents are paid in full.

         9. Borrower shall have the right to prepay this Note in full or in part
at any time.

         10.  If this  Note is  referred  to an  attorney  for  collection,  the
Undersigned agrees that reasonable attorney's fees shall be added to such amount
and shall be payable thereon.

         11.  This  Note is  binding  on the  Undersigned,  its  successors  and
assigns.

         12. If there are any inconsistencies  between the Note and the Security
Agreement, the terms of the Security Agreement shall prevail.

                  IN WITNESS WHEREOF,  the Undersigned has executed this Note on
the date first above written.


Attest:                                               Unigene Laboratories, Inc.

________________________                          By___________________________
Ronald S. Levy, Secretary                             Warren P. Levy, President

<PAGE>
DEMAND LOANS:     RONALD LEVY

DATE              AMOUNT
----              ------

04/30/99         $15,000
05/19/99         $15,000
06/09/99         $15,000
06/17/99         $ 5,000



DEMAND LOANS:     WARREN LEVY

DATE              AMOUNT
----              ------

04/30/99         $15,000
05/19/99         $15,000
06/09/99         $15,000
06/17/99         $ 5,000