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                                                                   EXHIBIT 10.2





                            SECURED PROMISSORY NOTE


$_________                                         Ridgefield, New Jersey
                                                   ________, 199_



         FOR VALUE RECEIVED, the undersigned, ___________ (the "Maker"), by
this Secured Promissory Note (this "Note"), absolutely and unconditionally
promises to pay to the order of BIOMATRIX, INC., a Delaware corporation (the
"Payee"), the aggregate principal amount of __________________________ Dollars
($______) on _________, 200_ (the "Maturity Date"), and to pay simple interest
on the principal amount outstanding from time to time hereunder, from the date
hereof through and including the date on which such principal amount is paid in
full, at a rate of ____% per annum simple interest.  Interest hereunder shall
be due and payable on the Maturity Date or any accelerated maturity hereof.

         The Maker shall have the right to prepay the unpaid principal amount
of this Note in full at any time, or in part from time to time, without premium
or prepayment penalty, provided that there is paid with each such principal
prepayment all accrued and unpaid interest to the date of prepayment
(calculated on the basis of a 365-day year for the actual number of days for
which the same is due).

         All payments of interest and principal hereunder shall be made at the
principal business address of the holder hereof.  All payments hereunder shall
be applied first to payment of all, if any, other amounts except principal due
under or in respect of this Note and second to repayment of principal.

         This Note is made and delivered by the Maker to the Payee pursuant to
that certain Restricted Stock Purchase Agreement, dated as of the date hereof,
among the Payee and the Maker, and is secured pursuant to the provisions of a
certain Stock Pledge Agreement, dated of even date herewith, between the Maker
and the Payee.

         Whenever any payment under this Note becomes due on a date that is not
a regular business day in the State of New Jersey, the maturity thereof shall
be extended to the next succeeding business day and interest at the applicable
rate shall accrue during such extension.

         The indebtedness evidenced by this Note is and will be subordinate and
subject in right of payment to the prior payment in full of any indebtedness,
obligations or liabilities of the Maker to any bank or other financial
institution existing on the date hereof or arising hereafter.
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         Anything implied herein to the contrary notwithstanding, in the event
that (1) the Maker shall fail to pay when due all or any portion of the
principal of or interest on this Note, (2) the Maker shall make an assignment
of the whole or a substantial part of his assets for the benefit of creditors,
or (3) there shall be commenced by or against the Maker any proceeding under
any bankruptcy, insolvency, readjustment of debt or similar law of any
jurisdiction, (each event referred to in clauses (1) through (3) above being
hereinafter referred to herein as an "Event of Default") then without notice to
or demand upon the Maker the entire unpaid principal of this Note, and all
interest accrued thereon, shall (if not already due and payable) immediately
become and be due and payable to the order of the holder hereof.

         The Maker and the Payee shall provide any notices hereunder according
to the provisions of the Restricted Stock Purchase Agreement, dated as of the
date hereof, by and between the Maker and the Company.  This Note may not be
assigned or transferred by Maker without the written consent of Payee.

         The remedies of Payee as provided herein shall be cumulative and
concurrent, and may be pursued singularly, successively or together at the sole
discretion of the Payee.  The Maker hereby, to the fullest extent permitted by
applicable law: (a) waives presentment, demand, notice, protest, and all other
demands and notices in connection with delivery, acceptance, performance,
default, acceleration or enforcement of or under this Note; (b) assents to any
extension or postponement of the time of payment or any other indulgence, and
to any substitution, exchange or release of collateral; and (c) agrees to pay
to the holder, on demand, all costs and expenses of collection, including,
without limitation, reasonable attorneys' fees and legal expenses, incurred by
the holder in enforcing this Note, whether or not litigation is commenced.

         No failure by the holder to exercise, or delay by the holder in
exercising, any right or remedy hereunder shall operate as a waiver thereof, or
of any other right or remedy, and no single or partial exercise of any right or
remedy shall preclude any other or further exercise thereof or of any other
right or remedy.  Acceptance by the holder of any payment after the maturity of
this Note has been accelerated shall not constitute a waiver of such
acceleration.

         THIS NOTE SHALL TAKE EFFECT AS AN INSTRUMENT UNDER SEAL AND SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW
JERSEY.
                               
                                                                               
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