EXHIBIT 10.8

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT
AND UNDER APPLICABLE STATE SECURITIES LAWS OR CYGENE LABORATORIES, INC. SHALL
HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES
UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
LAWS IS NOT REQUIRED.

                            CYGENE LABORATORIES, INC.
                                       AND
                                  CYGENE, INC.

                                 PROMISSORY NOTE

U.S. $50,000.00                                           CORAL SPRINGS, FLORIDA
                                                                    JULY 7, 2005

         FOR VALUE RECEIVED, the undersigned, CYGENE LABORATORIES, INC., a
Delaware corporation, and CYGENE, INC., a Delaware corporation (collectively,
the "Company"), hereby jointly and severally promise to pay to the order of
WARREN H. COHEN, or any future permitted holder of this promissory note (the
"Payee"), at the principal address of the Payee set forth herein, or at such
other place as the Payee may designate in writing to the Company, the principal
sum of FIFTY THOUSAND AND 00/100 DOLLARS ($50,000.00), together with all accrued
but unpaid interest thereon, as provided in this promissory note (the "Note").

         1.       Principal and Interest Payments.

                  (a) The Company shall repay in full the entire principal
balance then outstanding under this Note on that date (the "Maturity Date")
which is the earlier of: (i) the first (1st) anniversary of the date of this
Note; or (ii) the acceleration of the obligations as contemplated by this Note.

                  (b) Interest on the outstanding principal balance of this Note
shall accrue at a rate of fifteen percent (15%) per annum. Interest on the
outstanding principal balance of the Note shall be computed on the basis of the
actual number of days elapsed and shall be payable on the date that is six (6)
months following the date of this Note and on the Maturity Date. All payments on
this Note shall be applied first to the payment of accrued interest and fees, if
any, and the balance shall be applied to the principal.

                  (c) At the Company's sole option, the Company may prepay the
outstanding principal amount of this Note plus all accrued and unpaid interest
at any time without penalty in cash.

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         2.       Security. This Note is secured pursuant to that certain
Security Agreement, dated July 7, 2005 (the "Security Agreement"), between the
Company and Milberg Weiss Bershad & Schulman LLP, as collateral agent for the
Payee and the other Secured Parties named therein (the "Agent").

         3.       Conversion Right. The Payee may at its sole discretion convert
this Note at any time prior to and on the Maturity Date into that number of
shares of the Company's common stock (the "Common Stock") as shall be equal to
the unpaid principal amount of this Note, plus accrued and unpaid interest
thereon, divided by twenty-two ($0.22) cents. Such conversion right may be
exercised by providing written notice (the "Conversion Notice") to the Company
prior to or on the Maturity Date stating the principal amount of this Note to be
converted and delivery instructions for the shares of Common Stock issuable upon
conversion of this Note (the "Conversion Shares") and the Company shall issue
such Conversion Shares within five days of its receipt of the Conversion
Notice").

         4.       Warrants. Concurrently with the execution of this Note, the
Company will issue Payee a warrant substantially in the form of Exhibit "A"
attached hereto, to purchase 200,000 shares of the Company's common stock.

         5.       Non-Business Days. Whenever any payment to be made shall be
due on a Saturday, Sunday or a public holiday under the laws of the State of New
York, such payment may be due on the next succeeding business day and such next
succeeding day shall be included in the calculation of the amount of accrued
interest payable on such date.

         6.       Representations and Warranties of the Company. The Company
represents and warrants to the Payee as follows:

                  (a) The Company has been duly incorporated and is validly
existing and in good standing under the laws of the state of Delaware, with full
corporate power and authority to own, lease and operate its properties and to
conduct its business as currently conducted.

                  (b) This Note has been duly authorized, validly executed and
delivered on behalf of the Company and is a valid and binding obligation of the
Company enforceable against the Company in accordance with its terms, subject to
limitations on enforcement by general principles of equity and by bankruptcy or
other laws affecting the enforcement of creditors' rights generally, and the
Company has full power and authority to execute and deliver this Note and to
perform its obligations hereunder.

                  (c) The execution, delivery and performance of this Note will
not (i) conflict with or result in a breach of or a default under any of the
terms or provisions of, (A) the Company's certificate of incorporation or
by-laws, or (B) any material provision of any indenture, mortgage, deed of trust
or other agreement or instrument to which the Company is a party or by which it
or any of its properties or assets is bound, (ii) result in a violation of any
provision of any law, statute, rule, regulation, or any existing applicable
decree, judgment or order by any court, Federal or state regulatory body,


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administrative agency, or other governmental body having jurisdiction over the
Company, or any of its material properties or assets or (iii) result in the
creation or imposition of any lien, charge or encumbrance upon any property or
assets of the Company or any of its subsidiaries pursuant to the terms of any
agreement or instrument to which any of them is a party or by which any of them
may be bound or to which any of their property or any of them is subject.

                  (d) No consent, approval or authorization of or designation,
declaration or filing with any governmental authority on the part of the Company
is required in connection with the valid execution and delivery of this Note.

         7.       Opinion of Counsel for Company. On the Closing Date, the
Company will provide an opinion reasonably acceptable to Payee from the
Company's legal counsel a form of which is attached hereto as Exhibit "A."

         8.       Events of Default. The occurrence of any of the following
events shall be an "Event of Default" under this Note:

                  (a) the Company shall fail to pay any amount of principal or
interest due hereunder or under any of the other Loan Notes (as defined in the
Security Agreement) for a period of three (3) business days after the date such
payment shall become due and payable; or

                  (b) the Company shall breach any of its covenants contained in
the Security Agreement, which breach continues for a period of fifteen (15) days
after notice from the Agent specifying the breach; or

                  (c) any of the representations and warranties of the Borrower
contained in the Security Agreement prove to be false in any material respect
when made; or

                  (d) the Company shall (i) apply for or consent to the
appointment of, or the taking of possession by, a receiver, custodian, trustee
or liquidator of itself or of all or a substantial part of its property or
assets, (ii) make a general assignment for the benefit of its creditors, (iii)
commence a voluntary case under the Bankruptcy Code or under the comparable laws
of any jurisdiction (foreign or domestic), (iv) file a petition seeking to take
advantage of any bankruptcy, insolvency, moratorium, reorganization or other
similar law affecting the enforcement of creditors' rights generally, (v)
acquiesce in writing to any petition filed against it in an involuntary case
under the Bankruptcy Code or under the comparable laws of any jurisdiction
(foreign or domestic), or (vi) take any action under the laws of any
jurisdiction (foreign or domestic) analogous to any of the foregoing; or

                  (e) a proceeding or case shall be commenced in respect of the
Company or any of its subsidiaries without its application or consent, in any
court of competent jurisdiction, seeking (i) the liquidation, reorganization,
moratorium, dissolution, winding up, or composition or readjustment of its
debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the
like of it or of all or any substantial part of its assets or (iii) similar
relief in respect of it under any law providing for the relief of debtors, and
such proceeding or case described in clause (i), (ii) or (iii) shall continue
undismissed, or unstayed and in effect, for a period of sixty (60) consecutive
days or any order for relief shall be entered in an involuntary case under the
Bankruptcy Code or under the comparable laws of any jurisdiction (foreign or
domestic) against the Company or any of its subsidiaries or action under the
laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing


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shall be taken with respect to the Company or any of its subsidiaries and shall
continue undismissed, or unstayed and in effect for a period of sixty (60)
consecutive days.

                  (f) if Equine Diagnostics, Inc. shall seek to foreclose or
enforce its security interest in the Collateral ("Enforcement"). Without
limiting the generality of the foregoing, in the event, Equine Diagnostics, Inc.
or any other person or entity shall seek to enforce its security interest in the
Collateral, the Company shall immediately notify Payee of such occurrence.

         9.       Remedies Upon An Event of Default. If an Event of Default
shall have occurred and shall be continuing, the Payee of this Note may at any
time at its option, declare the entire unpaid principal balance of this Note,
together with all interest accrued hereon, due and payable, and thereupon, the
same shall be accelerated and so due and payable. No delay or omission on the
part of the Payee in exercising its rights under this Note, or course of conduct
relating hereto, shall operate as a waiver of such rights or any other right of
the Payee, nor shall any waiver by the Payee of any such right or rights on any
one occasion be deemed a waiver of the same right or rights on any future
occasion. No remedy conferred hereby shall be exclusive of any other remedy
referred to herein or now or hereafter available at law, in equity, by statute
or otherwise. The Company hereby waives diligence, presentment, demand, protest,
assent to extension of time of payment, forbearance, notice of dishonor or
non-payment, as well as all defenses with respect to this Note and all other
demands and notices of any description or of any kind whatsoever. The Company's
payment obligations are absolute and unconditional and the Company hereby waives
any rights of rescission, setoff, counterclaim or defense to payment with
respect to this Note and all notices and demands of any description, and the
pleading of any statute of limitations as a defense to any demand hereunder.

         10.      Parties in Interest, Transferability. This Note shall be
binding upon the Company and its successors and assigns and the terms hereof
shall inure to the benefit of the Payee and its successors and permitted
assigns. This Note may be transferred or sold, subject to the provisions of
Section 14 of this Note, or pledged, hypothecated or otherwise granted as
security by the Payee.

         11.      Amendments. This Note may not be modified or amended in any
manner except in writing executed by the Company and the Payee.

         12.      Notices. Any notice, demand, request, waiver or other
communication required or permitted to be given hereunder shall be in writing
and shall be effective (a) upon hand delivery by telecopy or facsimile at the
address or number designated below (if delivered on a business day during normal
business hours where such notice is to be received), or the first business day
following such delivery (if delivered other than on a business day during normal
business hours where such notice is to be received) or (b) on the second
business day following the date of mailing by express courier service, fully
prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever shall first occur.

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         Address of the Payee:
                                            Warren H. Cohen
                                            49 North Drive
                                            Great Neck, NY 11021

         With a copy to:
                                            Milberg Weiss Bershad & Schulman LLP
                                            One Pennsylvania Plaza
                                            New York, New York 10119
                                            Attention:  Arnold N. Bressler, Esq.
                                            Tel. No.:  (212) 594-5300
                                            Fax No.:  (212) 868-1229

         Address of the Company:
                                            CyGene Laboratories, Inc.
                                            7786 Wiles Road
                                            Coral Springs, Florida 33067
                                            Attention: Chief Executive Officer
                                            Tel. No.: (954) 741-7077
                                            Fax No.: (954) 741-7021


         13.      Governing Law. This Note shall be governed by and construed in
accordance with the internal laws of the State of New York, without giving
effect to the conflicts of law principles that would result in the application
of the substantive laws of another jurisdiction. This Note shall not be
interpreted or construed with any presumption against the party causing this
Note to be drafted.

         14.      Headings. Article and section headings in this Note are
included herein for purposes of convenience of reference only and shall not
constitute a part of this Note for any other purpose.

         15.      Enforcement Expenses. The Company hereby promises to pay all
costs and expenses (including, but not limited to, attorneys' fees) suffered or
incurred by the Payee (or any transferee of the Payee) in collecting this Note
or enforcing any rights in the Collateral as this term is defined in the
Security Agreement between the Company and Milberg Weiss Bershad & Schulman LLP,
as collateral agent, dated July 7, 2005.

         16.      Binding Effect. The obligations of the Company and the Payee
set forth herein shall be binding upon the successors and assigns of each such
party, whether or not such successors or assigns are permitted by the terms
hereof.

         17.      Compliance with Securities Laws. The Payee of this Note
acknowledges that this Note is being acquired solely for the Payee's own account
and not as a nominee for any other party, and for investment, and that the Payee
shall not offer, sell or otherwise dispose of this Note other than in compliance
with the laws of the United States of America and as guided by the rules of the
Securities and Exchange Commission. This Note and any Note issued in
substitution or replacement therefore shall be stamped or imprinted with a
legend in substantially the following form:

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                  "THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
                  1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
                  SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
                  DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND
                  UNDER APPLICABLE STATE SECURITIES LAWS OR CYGENE LABORATORIES,
                  INC. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT
                  REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND
                  UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS
                  NOT REQUIRED."

         18.      Severability. The provisions of this Note are severable, and
if any provision shall be held invalid or unenforceable in whole or in part in
any jurisdiction, then such invalidity or unenforceability shall not in any
manner affect such provision in any other jurisdiction or any other provision of
this Note in any jurisdiction.

         19.      Consent to Jurisdiction. Each of the Company and the Payee (i)
hereby irrevocably submits to the jurisdiction of the United States District
Court sitting in the Southern District of New York and the courts of the State
of New York located in New York County for the purposes of any suit, action or
proceeding arising out of or relating to this Note and (ii) hereby waives, and
agrees not to assert in any such suit, action or proceeding, any claim that it
is not personally subject to the jurisdiction of such court, that the suit,
action or proceeding is brought in an inconvenient forum or that the venue of
the suit, action or proceeding is improper. Each of the Company and the Payee
consent to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address set forth in Section 11
hereof and agrees that such service shall constitute good and sufficient service
of process and notice thereof. Nothing in this Section shall affect or limit any
right to serve process in any other manner permitted by law.

                         [SIGNATURES ON FOLLOWING PAGE]

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                  IN WITNESS WHEREOF, the Company has executed and delivered
this Note as of the date first written above.


                            CYGENE LABORATORIES, INC.


                                     By:
                                         ---------------------------------------
                                         Name:      Martin Munzer
                                         Title:     President and CEO


                                     CYGENE, INC.


                                     By:
                                         ---------------------------------------
                                         Name:      Martin Munzer
                                         Title:     President and CEO

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