sec document




                                                                     Exhibit 4.2

          THIS NOTE AND THE COMMON SHARES ISSUABLE UPON
     CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE
     SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON
     SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE
     SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
     ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID
     ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
     CEPTOR CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
     THIS NOTE IS SUBJECT TO REDEMPTION BY CEPTOR CORPORAITON
     PRIOR TO SEPTEMBER 30, 2006.


Principal Amount: $__________                          Issue Date: May ___, 2006



CONVERTIBLE NOTE


         FOR VALUE RECEIVED, CEPTOR CORPORATION, a Delaware corporation
(hereinafter called "Borrower"), hereby promises to pay to
___________________________,
_____________________________________________________________________ (the
"Holder") or order, without demand, the sum of
______________________________________ Dollars ($__________), with simple
interest accruing thereon, on May ____, 2007 (the "Maturity Date"), if not paid
sooner.

         This Note has been entered into pursuant to the terms of a subscription
agreement between the Borrower and the Holder, dated of even date herewith (the
"Subscription Agreement"), and shall be governed by the terms of such
Subscription Agreement. Unless otherwise separately defined herein, all
capitalized terms used in this Note shall have the same meaning as is set forth
in the Subscription Agreement. The following terms shall apply to this Note:

                                    ARTICLE I

                               GENERAL PROVISIONS


         1.1 Payment Grace Period. The Borrower shall have a ten (10) business
day grace period to pay any monetary amounts due under this Note, after which
grace period and during the pendency of an Event of Default (as defined in
Article III) a default interest rate of twelve percent (12%) per annum shall
apply to the amounts owed hereunder.

         1.2 Conversion Privileges. The Conversion Privileges set forth in
Article II shall remain in full force and effect immediately from the date
hereof and until the Note is paid in full regardless of the occurrence of an
Event of Default. The Note shall be payable in full on the Maturity Date, unless
previously converted into Common Stock in accordance with Article II hereof;
provided, that if an Event of Default has occurred that has not been timely
cured, the Holder may extend the Maturity Date an amount of time equal to the
duration of the Event of Default.

         1.3 Interest Rate. Simple interest payable on this Note shall accrue at
the annual rate of six percent (6%) and be payable at the request of the Holder
upon or after each conversion of principal pursuant to Article II, and on the
Maturity Date, accelerated or otherwise, when the principal and remaining
accrued but unpaid interest shall be due and payable, or sooner as described
below.





                                   ARTICLE II

                               CONVERSION RIGHTS


         The Holder shall have the right to convert the principal due under this
Note into Shares of the Borrower's Common Stock, $0.0001 par value per share
("Common Stock") as set forth below.

         2.1. Conversion into the Borrower's Common Stock.

         (a) The Holder shall have the right from and after the issuance of this
Note and then at any time until this Note is fully paid, to convert any
outstanding and unpaid principal portion of this Note, at the election of the
Holder (the date of giving of such notice of conversion being a "Conversion
Date") into fully paid and nonassessable shares of Common Stock as such stock
exists on the date of issuance of this Note, or any shares of capital stock of
Borrower into which such Common Stock shall hereafter be changed or
reclassified, at the conversion price as defined in Section 2.1(b) hereof (the
"Conversion Price"), determined as provided herein. Upon delivery to the
Borrower of a completed Notice of Conversion, a form of which is annexed hereto,
Borrower shall issue and deliver to the Holder within three (3) business days
after the Conversion Date (such third day being the "Delivery Date") that number
of shares of Common Stock for the portion of the Note converted in accordance
with the foregoing. The number of shares of Common Stock to be issued upon each
conversion of this Note shall be determined by dividing that portion of the
principal of the Note to be converted, by the Conversion Price.

         (b) Subject to adjustment as provided in Section 2.1(c) hereof, the
Conversion Price per share shall be the lesser of (i) $0.15 ("Maximum Base
Price"), or (ii) ninety percent (90%) of the lowest closing sales price of the
Common Stock as reported by Bloomberg L.P. for the Principal Market for the
twenty trading days preceding the Conversion Date. In the event there is no
reported lowest closing sales price during such twenty days, then the average of
the closing bid and ask prices during such period shall be employed in lieu
thereof. Until September 30, 2005, the Conversion Price will not be less than
$0.15, subject to adjustment as described herein.

         (c) The Conversion Price and number and kind of shares or other
securities to be issued upon conversion determined pursuant to Section 2.1(a),
shall be subject to adjustment from time to time upon the happening of certain
events while this conversion right remains outstanding, as follows:

                  A. Merger, Sale of Assets, etc. If the Borrower at any time
shall consolidate with or merge into or sell or convey all or substantially all
its assets to any other corporation, this Note, as to the unpaid principal
portion thereof and accrued interest thereon, shall thereafter be deemed to
evidence the right to purchase such number and kind of shares or other
securities and property as would have been issuable or distributable on account
of such consolidation, merger, sale or conveyance, upon or with respect to the
securities subject to the conversion or purchase right immediately prior to such
consolidation, merger, sale or conveyance. The foregoing provision shall
similarly apply to successive transactions of a similar nature by any such
successor or purchaser. Without limiting the generality of the foregoing, the
anti-dilution provisions of this Section shall apply to such securities of such
successor or purchaser after any such consolidation, merger, sale or conveyance.

                  B. Reclassification, etc. If the Borrower at any time shall,
by reclassification or otherwise, change the Common Stock into the same or a
different number of securities of any class or classes that may be issued or



outstanding, this Note, as to the unpaid principal portion thereof and accrued
interest thereon, shall thereafter be deemed to evidence the right to purchase
an adjusted number of such securities and kind of securities as would have been
issuable as the result of such change with respect to the Common Stock
immediately prior to such reclassification or other change.

                  C. Stock Splits, Combinations and Dividends. If the shares of
Common Stock are subdivided or combined into a greater or smaller number of
shares of Common Stock, or if a dividend is paid on the Common Stock in shares
of Common Stock, the Conversion Price shall be proportionately reduced in case
of subdivision of shares or stock dividend or proportionately increased in the
case of combination of shares, in each such case by the ratio which the total
number of shares of Common Stock outstanding immediately after such event bears
to the total number of shares of Common Stock outstanding immediately prior to
such event..

                  D. Share Issuance. For such portion of the Note which remains
outstanding and not converted, if the Borrower shall issue or agree to issue any
shares of Common Stock except for the Excepted Issuances (as defined in the
Subscription Agreement) for a consideration less than the Maximum Base Price in
effect at the time of such issue, then, and thereafter successively upon each
such issue, the Maximum Base Price shall be reduced to such other lower issue
price. For purposes of this adjustment, the issuance of any security carrying
the right to convert such security into shares of Common Stock or of any
warrant, right or option to purchase Common Stock shall result in an adjustment
to the Maximum Base Price upon the issuance of the above-described security and
again upon the issuance of shares of Common Stock upon exercise of such
conversion or purchase rights if such issuance is at a price lower than the then
applicable Maximum Base Price. The reduction of the Maximum Base Price described
in this paragraph is in addition to other rights of the Holder described in this
Note and the Subscription Agreement.

         (d) Whenever the Conversion Price is adjusted pursuant to Section
2.1(c) above, the Borrower shall promptly mail to the Holder a notice setting
forth the Conversion Price after such adjustment and setting forth a statement
of the facts requiring such adjustment.

         (e) Borrower will reserve from its authorized and unissued Common Stock
the number of shares of Common Stock during the time periods and in the amounts
described in the Subscription Agreement. Borrower represents that upon issuance,
such shares will be duly and validly issued, fully paid and non-assessable.
Borrower agrees that its issuance of this Note shall constitute full authority
to its officers, agents, and transfer agents who are charged with the duty of
executing and issuing stock certificates to execute and issue the necessary
certificates for shares of Common Stock upon the conversion of this Note.

         2.2 Method of Conversion. This Note may be converted by the Holder in
whole or in part as described in Section 2.1(a) hereof and the Subscription
Agreement. Upon partial conversion of this Note, a new Note containing the same
date and provisions of this Note shall, at the request of the Holder, be issued
by the Borrower to the Holder for the principal balance of this Note and
interest which shall not have been converted or paid.

         2.3 Maximum Conversion. The Holder shall not be entitled to convert on
a Conversion Date that amount of the Note in connection with that number of
shares of Common Stock which would be in excess of the sum of (i) the number of
shares of Common Stock beneficially owned by the Holder and its affiliates on a
Conversion Date, (ii) any Common Stock issuable in connection with the
unconverted portion of the Note, and (iii) the number of shares of Common Stock
issuable upon the conversion of the Note with respect to which the determination
of this provision is being made on a Conversion Date, which would result in
beneficial ownership by the Holder and its affiliates of more than 4.99% of the
outstanding shares of Common Stock of the Borrower on such Conversion Date. For



the purposes of the provision to the immediately preceding sentence, beneficial
ownership shall be determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Subject to
the foregoing, the Holder shall not be limited to aggregate conversions of only
4.99% and aggregate conversion by the Holder may exceed 4.99%. The Holder shall
have the authority and obligation to determine whether the restriction contained
in this Section 2.3 will limit any conversion hereunder and to the extent that
the Holder determines that the limitation contained in this Section applies, the
determination of which portion of the Notes are convertible shall be the
responsibility and obligation of the Holder. The Holder may waive the conversion
limitation described in this Section 2.3, in whole or in part, upon and
effective after 61 days prior written notice to the Borrower to increase such
percentage to up to 9.99%. The Holder may allocate which of the equity of the
Borrower deemed beneficially owned by the Holder shall be included in the 4.99%
amount or up to 9.99% amount as described above.

         2.4. Optional Redemption of Principal Amount. Provided an Event of
Default or an event that with the passage of time or the giving of notice could
become an Event of Default is not pending, then commencing on the Issue Date and
ending September 30, 2006, the Borrower will have the option of prepaying the
outstanding Principal Amount ("Optional Redemption"), in whole or in part, by
paying to the Holder a sum of money equal to two hundred percent (200%) of the
Principal amount to be redeemed, together with accrued but unpaid interest
thereon and any and all other sums due, accrued or payable to the Holder arising
under this Note, the Subscription Agreement or any Transaction Document through
the Redemption Payment Date as defined below (the "Redemption Amount").
Borrower's election to exercise its right to prepay must be by notice in writing
("Notice of Redemption"). The Notice of Redemption shall specify the date for
such Optional Redemption (the "Redemption Payment Date"), which date shall be
thirty (30) business days after delivery of the Notice of Redemption (the
"Redemption Period"). A Notice of Redemption shall not be effective with respect
to any portion of the Principal Amount for which the Holder has a pending
election to convert pursuant to Section 2.1, or for conversions initiated or
made by the Holder pursuant to Section 2.1 during the Redemption Period. The
amount of Note principal included in a Notice of Redemption shall be reduced to
an amount that would not cause the Holder to exceed the limitation described in
Section 2.3 of this Note if the amount of Note Principal being redeemed was
instead converted pursuant to Section 2.1. On the Redemption Payment Date, the
Redemption Amount less any portion of the Redemption Amount against which the
Holder has exercised its rights pursuant to Section 2.1, shall be paid in good
funds to the Holder. In the event the Borrower fails to pay the Redemption
Amount on the Redemption Payment Date as set forth herein, then (i) such Notice
of Redemption will be null and void, (ii) Borrower will have no right to deliver
another Notice of Redemption, and (iii) Borrower's failure may be deemed by
Holder to be a non-curable Event of Default as of the Redemption Payment Date.
Notices of Redemption must be given to all Holders of Notes similar in term and
tenure as this Note, in proportion to the respective Principal Amounts
outstanding on the date Notice of Redemption is given. In the event Borrower
publicly announces or discloses on or before September 30, 2006 the sale or
merger of the Company or of its principal assets and consummates such
transaction within six months after such announcement, then the Holder of this
Note may for himself, without limitation as to amount of Note principal,
exercise on the Borrower's behalf the redemption rights described in this
Section 2.4 by delivery to the Borrower of a Notice of Redemption but only in
relation to the amount of Note principal held by such Holder as to itself only
on the closing date of the announced transaction. Except as described in this
Section 2.4, the Note may not be paid prior to the Maturity Date without the
consent of the Holder.

                                   ARTICLE III

                                EVENT OF DEFAULT


         The occurrence of any of the following events of default ("Event of
Default") shall, at the option of the Holder hereof, make all sums of principal
and interest then remaining unpaid hereon and all other amounts payable
hereunder immediately due and payable, upon demand, without presentment, or
grace period, all of which hereby are expressly waived, except as set forth
below:

         3.1 Failure to Pay Principal or Interest. The Borrower fails to pay any
installment of principal, interest or other sum due under this Note when due and
such failure continues for a period of ten (10) business days after the due
date. The ten (10) day period described in this Section 3.1 is the same ten (10)
business day period described in Section 1.1 hereof.

         3.2 Breach of Covenant. The Borrower breaches any material covenant or
other material term or condition of the Subscription Agreement or this Note in
any material respect and such breach, if subject to cure, continues for a period
of ten (10) business days after written notice to the Borrower from the Holder.

         3.3 Breach of Representations and Warranties. Any material
representation or warranty of the Borrower made herein, in the Subscription
Agreement, or in any agreement, statement or certificate given in writing
pursuant hereto or in connection therewith shall be false or misleading in any
material respect as of the date made and the Closing Date.

         3.4 Receiver or Trustee. The Borrower shall make an assignment for the
benefit of creditors, or apply for or consent to the appointment of a receiver
or trustee for it or for a substantial part of its property or business; or such
a receiver or trustee shall otherwise be appointed without the consent of the
Borrower is not dismissed within sixty (60) days of appointment.

         3.5 Judgments. Any money judgment, writ or similar final process or
non-appealable order of final judgment shall be entered or filed against
Borrower or any of its property or other assets for more than $150,000, and
shall remain unpaid, unvacated, unbonded or unstayed for a period of forty-five
(45) days.

         3.6 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation
proceedings or other proceedings or relief under any bankruptcy law or any law,
or the issuance of any notice in relation to such event, for the relief of
debtors shall be instituted by or against the Borrower and if instituted against
Borrower are not dismissed within forty-five (45) days of initiation.

         3.7 Delisting. Failure of the Common Stock to be listed for trading or
quotation on a Principal Market, which delisting remains uncured for ten or more
consecutive days.

         3.8 Non-Payment. A default by the Borrower under any one or more
obligations in an aggregate monetary amount in excess of $200,000 for more than
forty (40) days after the due date, unless the Borrower is contesting the
validity of such obligation in good faith, or except as described on Schedule
5(q) to the Subscription Agreement, or except for obligations where the Borrower
and creditor have agreed to alternative payment terms.

         3.9 Stop Trade. An SEC or judicial stop trade order or Principal Market
trading suspension that lasts for ten or more consecutive trading days.

         3.10 Failure to Deliver Common Stock or Replacement Note. Borrower's
failure to timely deliver Common Stock to the Holder pursuant to and in the form
required by this Note and Sections 7 and 11 of the Subscription Agreement, or,
if required, a replacement Note for ten business days beyond the required
delivery date or any stated cure period, whichever is later.



         3.11 Non-Registration Event. The occurrence of a Non-Registration Event
as described in Section 11.4 of the Subscription Agreement, which remains
uncured for a period of twenty days.

         3.12 Reservation Default. Failure by the Borrower to have reserved for
issuance upon conversion of the Note the amount of Common Stock as set forth in
this Note and the Subscription Agreement.

         3.13 Cross Default. A default by the Borrower of a material term,
covenant, warranty or undertaking of any other agreement to which the Borrower
and Holder are parties, or the occurrence of a material event of default under
any such other agreement which is not cured after any required notice and/or
cure period.

                                   ARTICLE IV

                                  MISCELLANEOUS

         4.1 Failure or Indulgence Not Waiver. No failure or delay on the part
of Holder hereof in the exercise of any power, right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such power, right or privilege preclude other or further exercise thereof or
of any other right, power or privilege. All rights and remedies existing
hereunder are cumulative to, and not exclusive of, any rights or remedies
otherwise available.

         4.2 Notices. All notices, demands, requests, consents, approvals, and
other communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be (i) personally served, (ii)
deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, 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. The addresses for
such communications shall be: (i) if to the Borrower to: CepTor Corporation, 200
International Circle, Suite 5100, Hunt Valley, Maryland 21030, Attn: William
Pursely, CEO, telecopier: (410) 527-9867, with a copy by telecopier only to:
Olshan Grundman Frome Rosenzweig & Wolosky LLP, Park Avenue Tower, 65 East 55th
Street, New York, NY 10022, Attn: Harvey J. Kesner, Esq., telecopier: (212)
451-2222, and (ii) if to the Holder, to the name, address and telecopy number
set forth on the front page of this Note, with a copy by telecopier only to
Grushko & Mittman, P.C., 551 Fifth Avenue, Suite 1601, New York, New York 10176,
telecopier number: (212) 697-3575.

         4.3 Amendment Provision. The term "Note" and all reference thereto, as
used throughout this instrument, shall mean this instrument as originally
executed, or if later amended or supplemented, then as so amended or
supplemented.

         4.4 Assignability. This Note shall be binding upon the Borrower and its
successors and assigns, and shall inure to the benefit of the Holder and its
successors and assigns.


         4.5 Cost of Collection. If default is made in the payment of this Note,
Borrower shall pay the Holder hereof reasonable costs of collection, including
reasonable attorneys' fees.

         4.6 Governing Law. This Note shall be governed by and construed in
accordance with the laws of the State of New York. Any action brought by either
party against the other concerning the transactions contemplated by this
Agreement shall be brought only in the civil or state courts of New York or in
the federal courts located in the State and county of New York. Both parties and
the individual signing this Agreement on behalf of the Borrower agree to submit
to the jurisdiction of such courts. The prevailing party shall be entitled to
recover from the other party its reasonable attorney's fees and costs.

         4.7 Maximum Payments. Nothing contained herein shall be deemed to
establish or require the payment of a rate of interest or other charges in
excess of the maximum permitted by applicable law. In the event that the rate of
interest required to be paid or other charges hereunder exceed the maximum
permitted by such law, any payments in excess of such maximum shall be credited
against amounts owed by the Borrower to the Holder and thus refunded to the
Borrower.

         4.8 Shareholder Status. The Holder shall not have rights as a
shareholder of the Borrower with respect to unconverted portions of this Note.
However, the Holder will have all the rights of a shareholder of the Borrower
with respect to the shares of Common Stock to be received by Holder after
delivery by the Holder of a Conversion Notice to the Borrower.

         IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its
name by an authorized officer as of the ____ day of May, 2006.

                                      CEPTOR CORPORATION



                                      By:________________________________
                                           Name:
                                           Title:

WITNESS:



_________________________________






                              NOTICE OF CONVERSION

(To be executed by the Registered Holder in order to convert the Note)


         The undersigned hereby elects to convert $_________ of the principal
and $_________ of the interest due on the Note issued by CepTor Corporation on
May __, 2006 into Shares of Common Stock of CepTor Corporation (the "Borrower")
according to the conditions set forth in such Note, as of the date written
below.



Date of Conversion:_____________________________________________________________


Conversion Price:_______________________________________________________________


Shares To Be Delivered:_________________________________________________________


Signature:______________________________________________________________________


Print Name:_____________________________________________________________________


Address:________________________________________________________________________