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Exhibit 2.01

PROMISSORY NOTE

|US$141,525.00 | San Francisco, California
|------------- | -------------------------
|              | January 1, 2006          

FOR VALUE RECEIVED, the undersigned,
ADVANCED PROTEOME THERAPEUTICS INC., a Delaware corporation (hereinafter called
Borrower), promises to pay to the order of Alexander Krantz, an
individual, located at 1200 Taylor Street, #14, San Francisco, California 94108,
Attn: Alexander Krantz (together with his successors and assigns, collectively
called Holder) at Holders principal address or at such other address
as Holder shall designate in writing, the PRINCIPAL SUM OF ONE HUNDRED FORTY-ONE
THOUSAND FIVE HUNDRED TWENTY-FIVE DOLLARS AND NO/CENTS ($141,525.00), with
interest thereon from the date hereof until paid at the rate and in the manner
hereinafter provided in lawful money of the United States of America.

Interest shall accrue at a rate of
FIVE (5%) PERCENT per annum. Payments of interest only, in arrears, shall be due
and payable on the last day of each calendar year. The entire indebtedness
evidenced by this Promissory Note, principal and all then-accrued and unpaid
interest, shall be due and payable on December 31, 2008 (the Maturity
Date).

Payments of principal and interest
not paid when due or after default shall bear interest at TWELVE (12%) PERCENT
per annum, compounded monthly.

This Note may be prepaid in whole or
in part without penalty. No partial prepayment shall extend or postpone the due
date, unless the Holder shall otherwise agree in writing.

This Note shall become immediately
due and payable, including the entire balance of principal and interest then
accrued and unpaid, prior to due date (exercisable without notice and regardless
of any prior forbearance or indulgence) of the Holder upon the occurrence of any
one or more of the following events:

(1) default in the performance or
observance of any of the terms and provisions of this Note or of any instrument
securing this Note;

(2) failure to make any payment due
hereunder within TEN (10) DAYS of its due date; or

(3) institution of bankruptcy or
insolvency proceedings by the Borrower, or any endorser or guarantor hereof or
against the Borrower or any endorser or guarantor

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hereof, not vacated, terminated or stayed within SIXTY (60) DAYS
from the date thereof.

Borrower hereby waives presentment
for payment, notice of dishonor, and protest, and consents without notice or
further assent to the granting by the Holder or any extension of the time for
payment of this Note or any forbearance or indulgence whatsoever.

This Note shall be the joint and
several obligation of the Borrower and all sureties, guarantors and endorsers,
and shall be binding upon them and their respective successors and assigns and
each or any of them.

This Note shall for all purposes be
enforced and construed in accordance with the substantive law of the State of
Delaware.

The Borrower has received a copy of
this Note.

| | ADVANCED PROTEOME                   
| | ------------------------------------
| | THERAPEUTICS                        
| |                                     
| |                                     
| | By:      /s/ Alexander
      Krantz 
| | ALEXANDER
      KRANTZ, Its         
| | President
      and not Individually

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