PROMISSORY NOTE

$10,500,000.00                                                New York, New York
                                                                    May 22, 2006


            FOR  VALUE  RECEIVED,  SYNOVICS  PHARMACEUTICALS,   INC.,  a  Nevada
corporation  (the  "Borrower"),  having an office at 2575 East  Camelback  Road,
Suite 450,  Phoenix,  Arizona 85016,  promises to pay to BANK OF INDIA, NEW YORK
BRANCH ("Bank"),  or to the order thereof, at its office at 277 Park Avenue, New
York,  New York 10172 or at such other place as may be  designated in writing by
the holder of this Note in lawful  money of the United  States of  America,  the
principal sum of Ten Million Five Hundred Thousand U.S. Dollars ($10,500,000.00)
drawn pursuant to the Credit Agreement, of even date herewith,  between the Bank
and the Borrower, as such may be amended,  supplemented or modified from time to
time (the  "Agreement")  plus  Interest (as  hereinafter  defined) from the date
hereof in the following manner:

               DATE                                AMOUNT
               ----                                ------
               December 31, 2006                   $250,000.00
               March 31, 2007                      $250,000.00
               June 30, 2007                       $250,000.00
               September 30, 2007                  $250,000.00
               December 31, 2007                   $250,000.00
               March 31, 2008                      $500,000.00
               June 30, 2008                       $500,000.00
               September 30, 2008                  $500,000.00
               December 31, 2008                   $500,000.00
               March 31, 2009                      $750,000.00
               June 30, 2009                       $750,000.00
               September 30, 2009                  $750,000.00
               December 31, 2009                   $750,000.00
               March 31, 2010                      $1,000,000.00
               June 30, 2010                       $1,000,000.00
               September 30, 2010                  $1,000,000.00
               December 31, 2010                   $1,250,000.00*


                         Total                     $10,500,000.00

                  * Plus any remaining principal of this Note.

<PAGE>


      Interest  shall be payable on the  principal  outstanding  commencing  the
first day of the month following the first Disbursement Date hereof and shall be
paid by the 15th day following the month in question and  thereafter on the like
day of every  succeeding  month until the entire principal with accrued interest
has been paid in full.  Interest  is  defined  as a rate per annum  equal to the
Prime Rate plus one  percent  (1.0%)  based on a year of 365 days of actual days
elapsed on the unpaid  principal amount hereof until such principal amount shall
be paid in full.  Any amount of  principal or interest  remaining  unpaid on the
date when due, whether at maturity, by notice of prepayment,  by acceleration or
otherwise,  shall  bear  interest  at a default  rate per  annum  equal to three
percent  (3.0%) above the Prime Rate from the date when due, until paid in full.
"Disbursement  Date"  means  the  date on  which  Bank,  at the  request  of the
Borrower, makes available to the Borrower a part of or full amount of Advance.

      This Note is the note referred to in (i) the Agreement (ii) the Guaranties
(as such term is defined in the Agreement), (iii) the Security Agreement between
the  Bank and the  Borrower,  of even  date  herewith,  as such may be  amended,
supplemented or modified from time to time; (iv) the Security Agreements between
the Bank and  each of the  Guarantors,  of even  date  herewith,  as such may be
amended,  supplemented  or modified from time to time; and (v) any and all other
documents executed in connection with the Agreement.

      Notwithstanding  anything in this Note to the contrary,  if the Note would
at any time  otherwise  require  payment to the Bank of an amount of interest in
excess of the maximum  amount then  permitted by law, such interest  payments to
the Bank shall be reduced to the extent  necessary so as to ensure that the Bank
shall not receive in excess of such maximum amount. To the extent that, pursuant
to the foregoing  sentence,  the Bank shall receive interest payments under this
Note in an amount less than the amount  otherwise  provided,  such  deficit (the
"Interest  Deficit")  will  cumulate  and  will be  carried  forward  until  the
repayment  in full of this Note.  Interest  otherwise  payable to the Bank under
this Note for any subsequent  period shall be increased by the maximum amount of
the Interest  Deficit that may be so added  without  causing the Bank to receive
interest in excess of the maximum  amount then  permitted by the law. The amount
of the  Interest  Deficit  relating  to this  Note at the  time of any  complete
payment  of the  outstanding  principal  amount  hereof  (other  than an  option
prepayment thereof) shall be cancelled and not paid.

      The Agreement, among other things, contains provisions for acceleration of
the maturity of this Note upon the  happening of certain  stated events and also
for prepayment on account of the principal of this Note prior to the maturity of
the Note upon the terms and conditions specified in the Agreement.

      In the event  Borrower  prepays the Advance,  Borrower shall pay by way of
prepayment  fee an amount  equal to 1% of the  amount  prepaid  for each year or
portion  thereof the remaining  between the date of prepayment and the date upon
which the final payment hereunder and under the Note shall be due and payable.

      Absent manifest error, the Bank's records shall be prima facie evidence of
principal and interest owed under the Agreement.

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<PAGE>


      The  undersigned  promises to pay all reasonable  out-of-pocket  costs and
expenses (including without limitation reasonable counsel fees and expenses), in
connection with the enforcement (whether through negotiations, legal proceedings
or otherwise) of this Note, whether or not a lawsuit is filed or commenced.

      The  undersigned  hereby waives (to the fullest extent allowed by law) all
requirements of presentment,  demand, notice of nonpayment or dishonor, protest,
notice of protest,  suit,  diligence  in  collection,  and all other  conditions
precedent in connection  with the  collection  and  enforcement of this Note and
agree that payments  hereunder and  thereunder  shall,  and such  collection and
enforcement may, be made without such requirements.

      All  payments  made  pursuant to the terms of this Note shall be made free
and  clear of and  without  any  defense,  deduction,  withholding,  set-off  or
counterclaim.

      All capitalized terms used in this Note (and not otherwise defined herein)
shall have the meaning  given such terms in the  Agreement.  In the event of any
conflict  between  the terms of this Note and the  terms of the  Agreement,  the
terms on the Agreement shall govern.

      This Note shall be governed by, and  construed  and enforced in accordance
with, the internal  laws,  excluding any laws regarding the conflict of laws, of
the State of New York. The Borrower hereby  irrevocably  consents and submits to
the jurisdiction and venue of any court of competent jurisdiction sitting in the
City,  County and State of New York for  adjudication of any dispute  concerning
this Note and all other documents  provided for herein.  TO THE EXTENT PERMITTED
BY LAW, THE UNDERSIGNED  HEREBY  IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY,
AND ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF
VENUE OR BASED ON THE  GROUNDS  OF FORUM  NON  CONVENIENS,  THAT THEY MAY NOW OR
HEREAFTER  HAVE  TO THE  BRINGING  OF ANY  SUCH  ACTION  OR  PROCEEDING  IN SUCH
JURISDICTION.

      IN WITNESS  WHEREOF,  the  undersigned has caused this Note to be executed
and delivered by its duly  authorized  officer as of the day and year and at the
place first above written.


                                        BORROWER:

                                        SYNOVICS PHARMACEUTICALS, INC.




                                        BY:____________________________
                                             Name:
                                             Title:
                                             Tax I.D. No.

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