THIS  PROMISSORY  NOTE AND THE  SECURITIES  OBTAINABLE  UPON  CONVERSION  HEREOF
(COLLECTIVELY,  THE "SECURITIES")  HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED ("THE ACT"),  OR THE SECURITIES  LAWS OF ANY STATE.  THE
SECURITIES MAY NOT BE PLEDGED,  SOLD, ASSIGNED OR TRANSFERRED EXCEPT PURSUANT TO
AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER  SUCH  ACT  AND  APPLICABLE  STATE
SECURITIES  LAWS OR PURSUANT TO AN APPLICABLE  EXEMPTION  FROM THE  REGISTRATION
REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

                 8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

U.S. $________                                          November 23, 2004

     FOR VALUE RECEIVED,  Embryo Development Corp., a Delaware  corporation (the
"Company"), hereby promises to pay to the order of ______________ (the "Lender")
the principal  amount of  _________________________  (the  "Principal  Amount"),
together  with interest on the  Principal  Amount under this senior  convertible
promissory  note  (this  "Note")  at the per annum  rate of eight  (8%)  percent
(calculated  daily on the  basis of a  360-day  year and  actual  calendar  days
elapsed). Subject to conversion as provided herein, the Principal Amount on this
Note shall become due and payable in one  installment  on November 22, 2005 (the
"Maturity Date"). Interest shall become due and payable on the Maturity Date.

     Both the Principal Amount and accrued interest (subject to the above) shall
be paid in lawful  money of the  United  States of  America to the Lender at c/o
Sloan  Securities  Corp.,  444 Madison  Avenue,  23rd Floor,  New York, New York
10022, or at such other address as the Lender may designate by notice in writing
to the Company per Section 14 below, in immediately available funds.

     Company shall have the right,  at any time and from time to time on no less
than 60 days prior written  notice to Lender,  to prepay the entire  outstanding
principal  balance of this Note in whole,  without premium or penalty,  provided
that such  prepayment  shall include all interest then accrued but unpaid on the
Note.

     If any payment hereunder falls due on a Saturday,  Sunday or legal holiday,
it shall be payable on the next succeeding business day and such additional time
shall be included in the computation of interest.

     This Note is one of a series of 8% Senior  Secured  Convertible  Promissory
Notes containing substantially identical terms and conditions issued pursuant to
that  certain  Securities  Purchase  Agreement  by and  between  the Company and
certain Lenders dated November 23, 2004 (the "Securities  Purchase  Agreement").
All  capitalized  terms not  defined  herein  shall have the  meanings  ascribed
thereto in the Securities Purchase Agreement.

<PAGE>

     1. Senior.  The indebtedness  evidenced by this Note and the payment of the
Principal Amount and interest  thereof shall be Senior (as hereinafter  defined)
to, and have priority in right of payment over, all indebtedness of the Company,
other than obligation of Company to Embryo Partners LLC pursuant to a note dated
September 29, 2004 in the principal amount of $200,000 which shall have the same
priority  and be  treated  pari passu with the  indebtedness  evidenced  hereby.
"Senior"  shall be  deemed to mean  that,  in the  event of any  default  in the
payment  of the  obligations  represented  by this  Note or of any  liquidation,
insolvency,  bankruptcy,  reorganization, or similar proceedings relating to the
Company,  all sums  payable  on this  Note,  shall  first be paid in full,  with
interest,  if any, before any payment is made upon any other  indebtedness,  now
outstanding  or  hereinafter  incurred,  and, in any such event,  any payment or
distribution  of any  character  which  shall be made in  respect  of any  other
indebtedness  of the Company,  shall be paid over to the holder of this Note for
application to the payment hereof,  unless and until the obligations  under this
Note (which shall mean the Principal  Amount and other  obligations  arising out
of, premium, if any, interest on, and any costs and expenses payable under, this
Note) shall have been paid and satisfied in full.

     2.  Conversion.  (a)  Mandatory  Conversion.  Provided  the Company has (i)
consummated a consolidation with or merges into, another  corporation or entity,
or (ii) has effected any other corporate reorganization resulting in a change of
control (the "Merger Transaction") within six months of the issuance date of the
Notes, or then if any time prior to the Maturity Date, the Company consummates a
private equity  financing or series of such financings in which Company receives
gross proceeds of at least $3 million (the "Financing") at a pre-money valuation
of at least $20 million,  the entire principal and interest accrued and owing on
the Notes,  shall  convert on a  mandatory  basis into  shares  (the  "Financing
Shares") of the same class or series of capital stock sold in the Financing at a
per share  price equal to a 25%  discount  to the per share  price of  Financing
Shares sold to investors in the Financing.  In connection with such  conversion,
the Lender will receive such rights,  preferences  and  privileges  identical to
those received by others purchasing like securities in the Financing,  including
but not limited to registration  rights.  Any fraction of a share resulting from
these  calculations  shall be rounded  upward to the whole  share.  The  Company
covenants to cause such shares, when issued pursuant to this Section 2(a), to be
fully paid and  nonassessable,  and free from all taxes,  liens and charges with
respect to the  issuance  thereof,  other than any taxes,  liens or charges  not
caused by the Company.

     (b) Mechanics and Effect of Mandatory  Conversion.  To exercise a Mandatory
Conversion,  the Lender shall,  upon demand of the Company,  surrender its Note,
duly endorsed,  at its principal  office.  At its expense,  the Company will, as
soon as  practicable  thereafter,  issue  and  deliver  to such  Lender,  at its
address,  a certificate or  certificates  for the number of shares to which such
Lender is entitled upon such  conversion.  Whether  Lender  delivers the Note or
not, this Note shall be deemed to have been  converted on such date when Company
effectuates  the  conversion for the majority of Holders of similar Notes issued
in accordance  with the  Securities  Purchase  Agreement and the Lender shall be
treated for all purposes as the record  holder of the Common  Stock  deliverable
upon such conversion as of the close of business on such date.

                                       2
<PAGE>

     (c)   Discretionary   Conversion.   The   Lender   shall   have  the  right
("Discretionary  Conversion") to convert all of the principal amount and accrued
interest of this Note into Common Stock as follows:

          (i) At any time during the last 120 days prior to the  Maturity  Date,
     or for a period of thirty  days  after  receipt of any  prepayment  notice,
     Lender may exercise his right of  Discretionary  Conversion.  The number of
     shares of Common Stock to be issued upon such conversion  shall be equal to
     the quotient obtained by dividing (i) the amount converted by the Lender by
     (ii) $0.10  ("Conversion  Price").  Any fraction of a share  resulting from
     these  calculations shall be rounded upward to the whole share. The Company
     covenants to cause such shares,  when issued pursuant to this Section 2(c),
     to be fully  paid and  nonassessable,  and free from all  taxes,  liens and
     charges with respect to the issuance thereof,  other than any taxes,  liens
     or charges not caused by the Company.  Accrued interest,  if not converted,
     for purposes of all conversion  events shall be paid in cash within fifteen
     (15) calendar days of the effective conversion date.

          (ii)  Further,   the  Lender  shall  have  the  right  to  exercise  a
     Discretionary  Conversion  if, at any time prior to the Maturity  Date, the
     Company  consummates  a  Financing  but such  Financing  is at a  pre-money
     valuation of less than $20 million.  In such case, the conversion price for
     such Discretionary  Conversion shall be at a per share price equal to a 25%
     discount  to the per  share  price of  Financing  shares  actually  sold to
     investors in such  Financing.  Any shares so issued shall be subject to the
     balance of the terms and conditions set forth under Mandatory Conversion in
     paragraph 2(a) above.

     (d)  Mechanics  and  Effect of  Discretionary  Conversion.  To  exercise  a
Discretionary  Conversion,  the Lender shall  surrender its Note, duly endorsed,
together  with a written  conversion  notice  to the  Company  at its  principal
office.  At its expense,  the Company will, as soon as  practicable  thereafter,
issue and deliver to such Lender, at its address,  a certificate or certificates
for the number of shares to which such Lender is entitled upon such  conversion.
This Note shall be deemed to have been converted  immediately prior to the close
of business on the date of giving of such notice and the Lender shall be treated
for all purposes as the record holder of the Common Stock  deliverable upon such
conversion as of the close of business on such date.

     (e) No  Impairment.  The Company  will not, by amendment of its Amended and
Restated   Articles   of   Incorporation   or   through   any    reorganization,
recapitalization,  transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action,  avoid or seek to avoid the
observance  or  performance  of any of the  terms to be  observed  or  performed
hereunder  by the  Company,  but will at all times in good  faith  assist in the
carrying  out of all the  provisions  of this Section 2 and in the taking of all
such  action  as may be  necessary  or  appropriate  in  order  to  protect  the
conversion rights of the Lender of this Note against impairment.

     3.  Reservation of Shares.  The Company shall at all times have  authorized
and reserved for issuance a sufficient  number of shares of its capital stock to
provide for the full conversion of this Note.


                                       3
<PAGE>

     4. Certain Adjustments. The number and class or series of shares into which
this Note may be converted under Section 2(b)(ii) shall be subject to adjustment
in accordance with the following provisions:

     (a) Adjustment for Reorganization or Recapitalization.  If, while this Note
remains outstanding and has not been converted,  there shall be a reorganization
or  recapitalization  (other than a combination,  reclassification,  exchange or
subdivision  of  shares  otherwise  provided  for  herein),   all  necessary  or
appropriate  lawful provisions shall be made so that the Lender shall thereafter
be entitled to receive upon  conversion  of this Note,  the  greatest  number of
shares of stock or other  securities  or property  that a holder of the class of
securities  deliverable upon conversion of this Note would have been entitled to
receive  in such  reorganization  or  recapitalization  if this  Note  had  been
converted  immediately  prior to such  reorganization or  recapitalization,  all
subject to further  adjustment  as provided in this  Section 5. If the per share
consideration  payable to the Lender for such class of  securities in connection
with any such transaction is in a form other than cash or marketable securities,
then the value of such  consideration  shall be  determined in good faith by the
Company's Board of Directors.  The foregoing  provisions of this paragraph shall
similarly apply to successive  reorganizations or  recapitalizations  and to the
stock or securities  of any other  corporation  that are at the time  receivable
upon the conversion of this Note. In all events, appropriate adjustment shall be
made in the application of the provisions of this Note (including  adjustment of
the  conversion  price  and  number  of  shares  into  which  this  Note is then
convertible  pursuant to the terms and  conditions of this Note) with respect to
the rights and  interests of the Lender after the  transaction,  to the end that
the  provisions  of this Note shall be applicable  after that event,  as near as
reasonably  may be, in relation to any shares or other  property  deliverable or
issuable after such reorganization or  recapitalization  upon conversion of this
Note.

     (b)  Adjustments  for Split,  Subdivision or Combination of Shares.  If the
Company at any time while this Note remains  outstanding and unconverted,  shall
split or subdivide any class of securities into which this Note may be converted
into a different number of securities of the same class, the number of shares of
such class issuable upon conversion of this Note immediately prior to such split
or subdivision shall be  proportionately  increased and the conversion price for
such class of securities shall be proportionately  decreased.  If the Company at
any time  while  this Note,  or any  portion  hereof,  remains  outstanding  and
unconverted  shall combine any class of  securities  into which this Note may be
converted,  into a different  number of securities of the same class, the number
of shares of such class issuable upon conversion of this Note immediately  prior
to such combination shall be proportionately  decreased and the conversion price
for such class of securities shall be proportionately increased.

     (c) Adjustments for Dividends in Stock or Other Securities or Property. If,
while this Note remains outstanding and unconverted, the holders of any class of
securities as to which conversion rights under this Note exist at the time shall
have received,  or, on or after the record date fixed for the  determination  of
eligible  stockholders,  shall have become entitled to receive,  without payment
therefor,  other or additional stock or other securities or property (other than
cash) of the Company by way of dividend,  then and in each case, this Note shall
represent  the right to  acquire,  in  addition  to the number of shares of such
class of security  receivable  upon conversion of this Note, and without payment
of any additional consideration therefor, the amount of such other or additional
stock or other securities or property (other than cash) of the Company that such

                                       4
<PAGE>


holder  would  hold on the date of such  conversion  had it been the  holder  of
record of the class of security  receivable  upon conversion of this Note on the
date  hereof and had  thereafter,  during the period from the date hereof to and
including  the date of such  conversion,  retained  such shares and/or all other
additional stock available by it as aforesaid during said period,  giving effect
to all  adjustments  called for during  such  period by the  provisions  of this
Section 5.

     (d)  Adjustment  of  Conversion  Price.  Except  as  otherwise  hereinafter
provided  below,  in the event that the Company shall, at anytime after the date
hereof, issue or sell any shares of Common Stock or issue any options, rights or
warrants to purchase  Common Stock or issue any securities  convertible  into or
exchangeable  for Common Stock at an exercise or conversion price below the then
effective  Conversion Price (such lower per share Common Stock sale price and/or
derivative  security  exercise or conversion  price below the  Conversion  Price
being referred to as the "Lowered Conversion Price"),  then the Conversion Price
shall (until another such issuance or sale) be reduced to the price  (calculated
to the nearest  full cent)  equal to the  quotient  derived by  dividing  (A) an
amount equal to the sum of (X) the product of (a) the Conversion Price in effect
immediately  prior to such issuance or sale,  multiplied by (b) the total number
of shares of Common  Stock  outstanding  immediately  prior to such  issuance or
sale, plus (Y) the aggregate of the amount of all consideration  received by the
Company upon such  issuance or sale, by (B) the total number of shares of Common
Stock outstanding  immediately after such issuance or sale;  provided,  however,
that in no event  shall  the  Conversion  Price  be  adjusted  pursuant  to this
computation to an amount in excess of the Conversion Price in effect immediately
prior to such computation.

     No  adjustment  to the  Conversion  Price shall be made pursuant to Section
5(d) with respect to (i) shares of Common Stock  issuable upon exercise of other
options,  warrants and convertible securities outstanding as of the date hereof,
or (ii) the  issuance  or sale of any shares of capital  stock,  or the grant of
options exercisable  therefore,  issued or issuable after the date of this Note,
to directors,  officers,  employees,  advisers and consultants of the Company or
any subsidiary  pursuant to any incentive or non-qualified  stock option plan or
agreement,  stock  purchase plan or agreement,  employee  stock  ownership  plan
(ESOP), or such other similar compensatory options,  issuances,  arrangements or
plans approved by the Company's Board of Directors.

     5.  Further  Adjustments.  In case at any time or,  from time to time,  the
Company  shall take any action that affects the class of  securities  into which
this  Note  may be  converted  under  Section  2(b)(ii),  other  than an  action
described herein,  then,  unless such action will not have a materially  adverse
effect  upon the  rights of the  Lender,  the  number of shares of such class of
securities (or other  securities)  into which this Note is convertible  shall be
adjusted  in  such a  manner  and at such  time as  shall  be  equitable  in the
circumstances.

     6. Certificate as to Adjustments. Upon the occurrence of each adjustment or
readjustment pursuant to Section 5 or Section 6, the Company at its sole expense
shall promptly  compute such  adjustment or  readjustment in accordance with the
terms  hereof  and  furnish  to the  Lender a  certificate  setting  forth  such
adjustment  or  readjustment  and  showing  in detail  the facts upon which such

                                       5
<PAGE>


adjustment or readjustment is based. The Company shall, upon the written request
at any time of the  Lender,  furnish or cause to be  furnished  to Lender a like
certificate  setting forth (i) such adjustments and readjustments,  and (ii) the
number and class of securities  and the amount,  if any, of other property which
at the time would be received upon the conversion of this Note under Section 2.

     7. Affirmative Covenants.  The Company covenants and agrees that, while any
amounts under this Note are outstanding, it shall:

     (a) Do all things  necessary  to preserve and keep in full force and effect
its corporate existence,  including, without limitation, all licenses or similar
qualifications  required by it to engage in its business in all jurisdictions in
which it is at the time so  engaged;  and  continue to engage in business of the
same  general type as  conducted  as of the date  hereof;  and (ii)  continue to
conduct its business  substantially  as now conducted or as otherwise  permitted
hereunder;

     (b)  Pay  and  discharge  promptly  when  due all  taxes,  assessments  and
governmental  charges or levies imposed upon it or upon its income or profits or
in  respect  of its  property  before the same  shall  become  delinquent  or in
default, which, if unpaid, might reasonably be expected to give rise to liens or
charges upon such  properties or any part  thereof,  unless,  in each case,  the
validity  or amount  thereof is being  contested  in good  faith by  appropriate
proceedings  and the Company  has  maintained  adequate  reserves  with  respect
thereto in accordance with GAAP;

     (c) Comply in all material respects with all federal,  state and local laws
and regulations,  orders, judgments, decrees,  injunctions,  rules, regulations,
permits,   licenses,   authorizations   and   requirements   applicable   to  it
(collectively,   "Requirements")  of  all  governmental   bodies,   departments,
commissions,  boards,  companies or associations insuring the premises,  courts,
authorities, officials or officers which are applicable to the Company or any of
its properties,  except where the failure to so comply would not have a material
adverse effect on the results or operations of the Company and its  Subsidiaries
taken as a whole ("Material Adverse Effect");  provided,  however,  that nothing
provided  herein shall prevent the Company from  contesting  the validity or the
application of any Requirements;

     (d) Keep proper  records and books of account  with respect to its business
activities,  in  which  proper  entries,   reflecting  all  of  their  financial
transactions, are made in accordance with GAAP; and

     (e) Notify the Lender in writing,  promptly upon learning  thereof,  of any
litigation or  administrative  proceeding  commenced or  threatened  against the
Company which involve a claim in excess of $50,000.

     8.  Negative  Covenants.  The Company  covenants  and agrees that while any
amount of this Note is outstanding it will not directly or indirectly:

                                       6
<PAGE>

     (a) Incur, guarantee,  assume or otherwise become responsible for (directly
or  indirectly)  any  indebtedness  that is senior or pari  passu to the  Notes,
without the prior written consent of the Note Requisite Holders;

     (b) Declare or pay,  directly  and  indirectly,  any  dividends or make any
distributions,  whether in cash, property,  securities or a combination thereof,
with respect to (whether by reduction of capital or otherwise) any shares of its
capital stock (including  without limitation any preferred stock) or directly or
indirectly redeem, purchase, retire or otherwise acquire for value any shares of
any class of its capital stock or set aside any amount for any such purpose; and

     (c) Sell,  transfer,  discount  or  otherwise  dispose of any claim or debt
owing to it, including,  without limitation,  any notes,  accounts receivable or
other rights to receive payment, except for reasonable  consideration and in the
ordinary course of business.

     9. Events of Default.  The entire unpaid  Principal  Amount under this Note
and the  interest  due thereon  shall  forthwith  become and be due and payable,
without presentment,  demand,  protest or other notice of any kind, all of which
are hereby expressly  waived, if any one or more of the following events (herein
called "Events of Default")  shall have occurred (for any reason  whatsoever and
whether such  happening  shall be voluntary or  involuntary  or come about or be
effected by operation of law or pursuant to or in compliance  with any judgment,
decree  or  order  of  any  court  or  any  order,  rule  or  regulation  of any
administrative  or  governmental  body)  and be  continuing  at the time of such
notice,  except to the extent contemplated by the opening paragraph hereof, that
is to say:

     (a) the  Company  shall  (i)  fail to pay any  amounts  owed  hereunder  as
required under the terms of this Note or (ii) have an event of default occur and
be continuing  under  indebtedness  of the Company  (other than this Notes) such
that the holders of such  indebtedness  have declared the outstanding  principal
and accrued interest to be immediately due and payable;

     (b) if the Company shall:

          (i) admit in writing its inability to pay its debts  generally as they
     become due;

          (ii) file a petition in bankruptcy or a petition to take  advantage of
     any insolvency act;

          (iii) make an assignment for the benefit of creditors;

          (iv)  consent to the  appointment  of a  receiver  of the whole or any
     substantial part of its assets;

          (v) on a petition in  bankruptcy  filed  against it, be  adjudicated a
     bankrupt; or

                                       7
<PAGE>

          (vi) file a petition or answer seeking  reorganization  or arrangement
     under the Federal bankruptcy laws or any other applicable law or statute of
     the United States of America or any State, district or territory thereof;

     (c) if a court of competent jurisdiction shall enter an order, judgment, or
decree  appointing,  without the consent of the Company, a receiver of the whole
or any substantial part of Company's assets, and such order,  judgment or decree
shall not be  vacated  or set  aside or  stayed  within 90 days from the date of
entry thereof

     (d) if,  under the  provisions  of any  other law for the  relief or aid of
debtors, any court of competent  jurisdiction shall assume custody or control of
the whole or any  substantial  part of  Company's  assets  and such  custody  or
control  shall  not be  terminated  or  stayed  within  90 days from the date of
assumption of such custody or control; or

     (e) the Company  shall  default (and not cure within 10 days after  written
notice  of  such  default)  in the  performance  of,  or  violate  any  material
representation,  warranty,  or covenant  contained  in the  Securities  Purchase
Agreement or in any written statement pursuant thereto or hereto, or any report,
financial  statement  or  certificate  made or  delivered  to the  Lender by the
Company  shall be untrue or incorrect in any  material  respect,  as of the date
when made or deemed made.

     10.  Remedies.  In case an Event of Default has occurred and is continuing,
Ocean Drive  Holdings LLC, as Agent on behalf of the Lenders and acting upon the
direction of the Note Requisite  Holders by written  notice to the Company,  may
declare  the  principal  amount  of this  Note,  plus  accrued  interest,  to be
immediately due and payable,  and upon any such  declaration  such principal and
accrued   interest  shall  become  due  and  payable   immediately.   Upon  such
declaration,  the rate of interest on the unpaid principal shall be increased to
fourteen  percent  (14%) per annum or such lower rate that is the  maximum  rate
allowed by law (the "Default Rate") from the date of such declaration until such
unpaid  principal is repaid in full.  The  provisions  herein for a Default Rate
shall  not be  deemed  to  extend  the  time  for any  payment  hereunder  or to
constitute a "grace period"  giving the Company a right to cure any default.  In
case an Event of Default  described in Sections 9(b), 9(c) or 9(d) above occurs,
such amounts will become due and payable  without any  declaration or any act on
the part of the Agent or any Holder.  Except as provided herein, the Company and
all endorsers of this Note hereby waive  presentment for payment,  protest,  and
notice of protest of this Note. The Company and all endorsers of this Note shall
pay the Holder's  reasonable expenses and costs in collecting and enforcing this
Note.

     11. Security.  Pursuant to the terms of a Security  Agreement,  dated as of
November  23,  2004 (the  "Security  Agreement"),  between the Company and Ocean
Drive  Holdings  LLC,  as Agent of the  Lenders,  the  Company is  securing  its
obligations  under this Note by the grant of a first lien and security  interest
to the Holders in all of the Company's assets.

     12.  Amendments  and  Waivers.  Any  provision of this Note to the contrary
notwithstanding,  changes  in or  additions  to  this  Note  may  be  made,  and
compliance  with any term,  covenant,  condition or  provision  set forth in the
Notes may be omitted or waived (either generally or in a particular instance and
either retroactively or prospectively),  and any default or Event of Default and
the  consequences  thereof  may be waived,  by a consent or  consents in writing

                                       8
<PAGE>

signed by the Note Requisite Holders;  provided,  however,  that (i) the Company
shall  deliver  copies of the form of such consent or consents to any Lender who
did not execute the same;  (ii) no such consent shall be effective to reduce the
principal of or rate of interest  payable on any Notes,  or to postpone the date
fixed for the payment of the principal thereof or of interest  thereon,  without
the consent of the Lender of each Note so  affected;  and (iii) no such  consent
shall  extend to or impair any  obligation  not  expressly  waived or impair any
right  consequent  thereon.  Any consent may be given subject to satisfaction of
conditions stated therein.  A waiver on any occasion shall not be construed as a
bar to or a waiver of any such right or remedy on any future occasion.

13.     Notices.

     (a) All notices,  requests,  consents,  and other communications under this
Note shall be in writing and shall be deemed  delivered  (i) three (3)  business
days after being sent by registered or certified mail, return receipt requested,
postage  prepaid or (ii) one (1)  business  day after being sent via a reputable
nationwide overnight courier service guaranteeing next business day delivery, in
each case to the intended recipient as set forth below:


If to the Company:

Embryo Development Corp.
305 Madison Avenue, Suite 4510
New York, NY 10165
Attn: Matthew L. Harriton, President

If to the Lender:  to the address provided to Company by Lender in its
Financing Signature Page.

     (b) Any party may give any notice, request,  consent or other communication
under this Note using any other means (including,  without limitation,  personal
delivery, messenger service, telecopy, first class mail or electronic mail), but
no such notice, request,  consent or other communication shall be deemed to have
been duly given  unless and until it is actually  received by the party for whom
it is  intended.  Any party may change the address to which  notices,  requests,
consents or other  communications  hereunder  are to be  delivered by giving the
other parties notice in the manner set forth in this Section.

     14. Conflicting Agreements. In the event of any inconsistencies between the
terms of this  Note and the  terms of any  other  document  related  to the loan
evidenced by this Note, the terms of this Note shall prevail.

                                       9
<PAGE>

     15.  Severability.  The  unenforceability or invalidity of any provision or
provisions of this Note as to any persons or circumstances shall not render that
provision  or  those  provisions  unenforceable  or  invalid  as  to  any  other
provisions or circumstances,  and all provisions  hereof, in all other respects,
shall remain valid and enforceable.

     16.  Governing Law. This Note shall be governed by and construed  under the
laws of the State of New York as applied to agreements  among New York residents
entered  into and to be  performed  entirely  within New York.  The  Company (1)
agrees that any legal suit,  action or proceeding  arising out of or relating to
this Note  shall be  instituted  exclusively  in New York State  Supreme  Court,
County of New York,  or in the United  States  District  Court for the  Southern
District of New York, (2) waives any objection which the Company may have now or
hereafter  to the  venue  of any  such  suit,  action  or  proceeding,  and  (3)
irrevocably  consents to the  jurisdiction  of the New York State Supreme Court,
County  of New York,  and the  United  States  District  Court for the  Southern
District of New York in any such suit, action or proceeding. The Company further
agrees to accept and  acknowledge  service of any and all  process  which may be
served in any such suit,  action or  proceeding  in the New York  State  Supreme
Court,  County of New  York,  or in the  United  States  District  Court for the
Southern  District  of New York and agrees  that  service  of  process  upon the
Company  mailed by certified  mail to the  Company's  address shall be deemed in
every respect effective  service of process upon the Company,  in any such suit,
action or proceeding.  THE PARTIES HERETO AGREE TO WAIVE THEIR RESPECTIVE RIGHTS
TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION  BASED  UPON OR  ARISING  OUT OF
THIS NOTE OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY.

     17. Waivers. The nonexercise by either party of any of its rights hereunder
in any particular  instance shall not constitute a waiver thereof in that or any
subsequent instance.

     18. Lost Documents. Upon receipt by the Company of evidence satisfactory to
it of the  loss,  theft,  destruction  or  mutilation  of this  Note or any Note
exchanged for it, and (in the case of loss,  theft or  destruction) of indemnity
reasonably  satisfactory  to it (including  the posting of a bond, if reasonably
requested),  and upon  reimbursement  to the Company of all reasonable  expenses
incidental  thereto,  and upon  surrender  and  cancellation  of such  Note,  if
mutilated,  the Company will make and deliver in lieu of such Note a new Note of
like tenor and unpaid principal amount and dated as of the original date of this
Note.

                            [Signature Page Follows]

                                       10
<PAGE>


     IN WITNESS WHEREOF,  the Company has caused its duly authorized  officer to
execute this Note as of the date first written above.

                                        EMBRYO DEVELOPMENT CORP.


                                        By:__________________________
                                        Matthew L. Harriton President