Exhibit 10.5

                                  SECURED NOTE

$70,000.00                                                         July 30, 1999

         FOR VALUE RECEIVED,  the  undersigned,  Unigene  Laboratories,  Inc., a
Delaware corporation (the "Company"),  promises to pay to the order of Jay Levy,
or the holder hereof (the "Holder"),  on January 13, 2002 (the "Maturity Date"),
the principal sum of Seventy  Thousand  Dollars  ($70,000.00),  or, if less, the
unpaid principal  amount  outstanding at such time, in either case together with
all accrued and unpaid interest thereon.

         7. Security

                  The due and punctual payment by the Company of all amounts due
hereunder  is  secured  by that  certain  Mortgage,  dated  July  13,  1999  and
subsequently  amended,  issued by the Company to Jay Levy (the  "Mortgage")  and
that certain Amended and Restated  Security  Agreement,  dated July 13, 1999 and
subsequently  amended,  between the Company, Jay Levy, Warren P. Levy and Ronald
S. Levy (the "Security Agreement").

         8. Interest

         (a)      The  Company  promises  to pay to the Holder  interest  on the
unpaid  principal amount hereof from the date hereof at a rate of six percent (6
%) per year, compounded monthly.

         (b)      Interest  on this  Note  shall be  computed  on the basis of a
365-day year.

         9. Payments

         (a)      Commencing October 13, 1999, and on the 13th day of each month
thereafter through and including the Maturity Date, the Company shall pay to the
Holder the lesser of (i) $2,704.95  and (ii) the  outstanding  principal  amount
hereof plus all accrued and unpaid interest hereon.

         (b)      This Note may be prepaid by the Company,  in whole or in part,
at any time and from time to time without  premium or penalty.  All  prepayments
shall be credited first to accrued and unpaid interest and then to principal.

         (c)      All payments by the Company  hereunder  shall be made by check
not later than 5:00 p.m. Eastern time on the day when due.  Whenever any payment
to be made pursuant to this Note shall be stated to be due on a public  holiday,
Saturday or Sunday,  such  payment may be made on the next  succeeding  business
day.  Such  extension  of time shall not be  included in  computing  interest in
connection with such payment.
<PAGE>
10.      Events of Default

         (a)      An  "Event of  Default"  shall  exist if any of the  following
occurs and is continuing:

                  (i) the  Company  fails to make any  payment on this Note when
such  payment  is due and such  default  shall  continue  for more than ten (10)
business days;

                  (ii) the Company fails to comply with or breaches any material
provision of the Mortgage or the Security  Agreement  and such failure or breach
continues  for more than  thirty  (30) days after the  Holder has given  written
notice of such failure to the Company; or

                  (iii) a  receiver,  custodian,  liquidator  or  trustee of the
Company,  or of any of  the  property  of  the  Company  or any of its  material
subsidiaries, is appointed by court order; or the Company or any of its material
subsidiaries is adjudicated bankrupt or insolvent; or any of the property of the
Company or any of its material  subsidiaries is sequestered by court order; or a
petition to reorganize the Company or any of its material subsidiaries under any
bankruptcy, reorganization or insolvency law is filed against the Company or any
of its material  subsidiaries  and is not dismissed within sixty (60) days after
such  filing;  or  the  Company  or any of its  material  subsidiaries  files  a
voluntary bankruptcy petition or requesting  reorganization or arrangement under
any provision of any bankruptcy,  reorganization  or insolvency law, or consents
to the filing of any  petition  against it under any such law; or the Company or
any of its material  subsidiaries  makes a general assignment for the benefit of
its creditors,  or admits in writing its inability to pay its debts generally as
they  become  due, or  consents  to the  appointment  of a receiver,  trustee or
liquidator of the Company or any of its material  subsidiaries  or of all or any
part of the property of the Company or any of its material subsidiaries.

         (b)      If an Event of Default occurs under Section 4(a)(i), then this
Note shall accrue  additional  interest on all unpaid  amounts of principal  and
interest  from the date of the Event of Default at a rate equal to the lesser of
(i) eleven percent (11%) per annum or (ii) the highest amount allowable by law.

         (c)      If an Event of Default  exists,  then the Holder may  exercise
any right, power or remedy conferred upon it by law, and shall have the right to
declare by written notice the entire  principal and all interest accrued on this
Note to be, and such Note shall thereupon become,  forthwith due and payable and
the Company shall  immediately  pay to the Holder of this Note the entire unpaid
principal and interest accrued on this Note.

         (d)      In the case of an Event of Default, the Company, to the extent
permitted by law,  waives  presentment,  demand,  notice,  protest and all other
demands or notices in connection with the enforcement of this Note.

         11. Miscellaneous.

         (a)      No delay or omission by the Holder  hereof in  exercising  any
right or remedy hereunder shall constitute a waiver of any such right or remedy.
A waiver on one  occasion  shall not  operate  as a bar to or waiver of any such
right or remedy on any future occasion.
<PAGE>
         (b)      The Company  shall pay all  reasonable  costs and  expenses of
collection,  including attorney's fees, incurred or paid by the Holder hereof in
enforcing this Note and the obligations evidenced hereby.

         (c)      This Note may be  amended  only by  written  agreement  of the
Company and the Holder hereof.

         (d)      This Note  shall be  governed  by the laws of the State of New
Jersey without regard to its choice of law provisions.

         (e)      In the event that the Holder  notifies  the Company  that this
Note has been  mutilated,  lost,  stolen or destroyed,  the Company will issue a
replacement  Note  identical in all  respects to the  original  Note (except for
registration number and the then outstanding principal amount, if different than
that  shown on the  original  Note),  provided  that the Holder  surrenders  for
cancellation  its Note  certificate  in the case of a mutilated  certificate  or
provides  evidence  of  lost,  theft or  destruction  and  indemnity  reasonably
satisfactory  to  the  Company  in the  case  of a  lost,  stolen  or  destroyed
certificate .

         (f)      The Holder may mortgage,  encumber,  transfer or assign any of
its  rights or  interest  in and to this Note or any part  hereof  and,  without
limitation,  each  assignee,  transferee  and  mortgagee  (which may include any
affiliate of the Holder) shall have the right to so mortgage, encumber, transfer
or assign its  interest.  The Company may not assign its  obligations  hereunder
without the prior written  consent of the Holder,  except that without the prior
written  consent of the Holder,  but after  notice  duly given,  the Company may
assign its obligations hereunder to any successor-in-interest corporation in the
event  of a  merger  or  consolidation  of the  Company  with  or  into  another
corporation,  or the sale of all or substantially  all of the Company's  assets.
The Note shall in all cases be binding on the  Company  and its  successors  and
assigns and inure to the benefit of the Holder and its successors and assigns.

         IN WITNESS WHEREOF, the Company has caused this Note to be executed and
delivered as of the day and year first written above.

                                                     UNIGENE LABORATORIES, INC.

                                                     By:
                                                       -------------------------

                                                     Title:
                                                           ---------------------

[Corporate Seal]