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THIS CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE AFFECTED EXCEPT IN
COMPLIANCE WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT.

                           CONVERTIBLE PROMISSORY NOTE
                           ---------------------------

$1,077,581.10                                                    April 9th, 2003

     FOR VALUE RECEIVED, the undersigned, Genomed, Inc., a Florida corporation
("Maker"), promises to pay to the order of Research Capital, LLC, a Florida
limited liability corporation ("Payee" or, together with any subsequent holder
or holders hereof, "Holder"), the sum of ONE MILLION SEVENTY-SEVEN THOUSAND FIVE
HUNDRED EIGHTY-ONE AND 10/100 ($1,077,581.10), or so much thereof as may from
time to time hereafter be outstanding hereunder, whichever is greater, together
with interest thereon, all as hereinafter provided.

     1. Interest and Principal Payments. Subject to the prior conversion of this
Note pursuant to Section 3, the outstanding principal amount of this Note,
together with accrued but unpaid interest thereon, are due and payable in a lump
sum on January 1, 2005 (the "Due Date").

     From the date hereof until this Note is paid in full, the unpaid principal
amount of this Note shall bear simple interest at a rate per annum equal to five
percent (5%), computed based on a year of 365 days. Unless this Note is
converted pursuant to Section 3, interest shall be payable in a lump sum on the
Due Date.

     Unless this Note is converted pursuant to Section 3, all payments of
principal and interest shall be made in lawful money of the United States of
America in immediately available funds and shall be made to Holder at its
address set forth in Section 8 or such other place as Holder may designate to
Maker in writing.

     Regardless of any other provision of this Note or in any documents
guaranteeing or securing payment hereof or otherwise relating hereto, no Holder
shall ever be entitled to receive, collect or apply as interest on the principal
of this Note any amount in excess of the maximum rate of interest allowable
under applicable law, and if any Holder ever receives, collects or applies as
interest hereon any such excess, such amount that would be excessive interest
shall be deemed a partial prepayment of principal and shall be treated as such,
and if the principal is paid in full, any remaining excess shall forthwith be
paid to Maker. In determining whether the interest paid or payable on the
principal outstanding under this Note exceeds the maximum rate of interest
allowable under applicable law, Maker and Holder shall, to the maximum extent
permitted under applicable law, (i) characterize any non-principal payment as an
expense, fee or premium rather than as interest and (ii) spread the total amount
of interest throughout the entire contemplated term hereof; provided, that if
the indebtedness evidenced hereby is paid and performed in full prior to the end
of the full contemplated term thereof, and if the interest received for the
actual period of existence thereof exceeds the maximum rate of interest
allowable under applicable law, Holder shall either apply or refund to Maker the
amount of such excess as herein provided, and in such event, Holder shall not be
subject to any penalties provided by any laws for contracting for, charging, or
receiving interest in excess of the maximum rate of interest allowable under
applicable law.

     2. Partial payments. Upon any partial prepayment of this Note, this Note
shall, at the option of Holder, be either (i) surrendered to Maker in exchange
for a new Note in a principal amount equal to the principal amount remaining
unpaid on the Note surrendered and otherwise having the same terms and
provisions as the Note surrendered (and, for purposes of the foregoing
provisions of this Section, to be deemed to be the same Note and not a novation
of the indebtedness represented thereby), or (ii) made available to Maker at its
principal office for notation thereon of the portion of the principal so
prepaid.

     3. Conversion.

     (a) The unpaid principal balance of this Note, in whole or in part,
together with accrued interest, shall, at the option of Maker, be converted into
shares of the same class and series of Maker's capital stock and on the same
terms and conditions, including price per share, as are applicable to the
investors in any Financing Agreement with the Maker. For purposes of this
calculation the aggregate value of Maker's capital stock received in conversion
of this Note shall be determined by subtracting $1,000,000 from the unpaid
original principal balance of this Note which remains unpaid at the time of
conversion. Holder shall become a party to all documents to which the other
investors in any such financing are a party. As used herein, the term "Financing
Agreement" means the receipt by Maker of at least $1,500,000 of net cash
proceeds (after deduction of any fees or expenses) from the sale in a single
transaction or a contemporaneous series of transactions of a class or series of
its capital stock to one or more corporate, institutional, venture capital or
other accredited investors.

     (b) The unpaid principal balance of this Note, in whole or in part,
together with accrued interest, shall, at the option of Maker, be converted into
shares if the Maker realizes revenues of $1,500,000 during the time period
commencing on April 9, 2003 and ending on December 31, 2004 (the "Revenue
Term"). The price per share of Maker's capital stock received by Holder shall be
determined in the manner provided in Section 3(c) below. For purposes of this
calculation the aggregate value of Maker's capital stock received in conversion
of this Note shall be determined by subtracting $1,000,000 from the unpaid
original principal balance of this Note which remains unpaid at the time of
conversion. Holder shall become a party to all documents, financial statements
and other related documents necessary to confirm the revenues. As used herein,
the term "Revenues" means the receipt by Maker of at least $1,500,000 of actual
net cash proceeds (after deduction of any fees or expenses) derived solely and
specifically from customers and/or patients in a single transaction or a series
of transactions during the Revenue Term.

     (c) If no Financing Agreement has occurred on or prior to December 31,
2004, and/or the Maker has not realized the Revenue requirements as set forth in
Section 3(a) and 3(b) above, then Holder may elect by written notice to Maker
given after December 31, 2004, to convert the unpaid principal balance, in whole
or in part, plus accrued interest on this Note into a number of shares of
Maker's Common Stock equal to (i) the amount of principal and accrued interest
being converted divided by (ii) the average bid price of Maker's Common Stock.
The Average bid price shall be calculated by adding the closing bid price of the
Maker's stock over the previous thirty (30) trading days and dividing by thirty
(30).

     4. Conversion Procedures; Taxes.

     (a) To evidence the conversion of this Note as provided in Section 3,
Holder shall surrender this Note to Maker, duly endorsed for cancellation, or
shall notify Maker this Note has been lost, stolen or destroyed, in which case,
Holder shall execute an agreement satisfactory to Maker to indemnify Maker from
any loss incurred by it in connection therewith. Maker shall then take all such
steps as may be necessary to issue shares of its capital stock in exchange for
the outstanding principal and accrued interest amount of this Note as provided
in Section 3, and Holder shall be treated for all purposes as having become the
record holder of the shares of Maker's capital stock issuable upon conversion of
this Note as of the Financing Agreement Date.

     (b) Maker covenants that all of its capital stock which shall be issuable
upon conversion of the Note shall, at the time of delivery, be duly and validly
issued, fully paid, nonassessable and free from all taxes, liens and charges
with respect to the issue thereof (other than those (i) which Maker shall
promptly pay or discharge, (ii) created by Holder or (iii) based on Holder's
income, revenues or capital gain).

     5.  Default. The occurrence of any one or more of the following events
without the written consent of Holder shall constitute an event of default under
this Note (each herein referred to as an "Event of Default"):

     (a) Maker fails to pay the outstanding principal of, plus accrued interest,
this Note for ten (10) days after the Due Date;

     (b) Maker sells or enters into an agreement to sell all or substantially
all of its assets;

     (c)  Maker participates or enters into an agreement for any merger,
consolidation, share exchange or other similar transaction as a constituent
corporation, unless the stockholders of Maker immediately prior to the
transaction own, immediately after the transaction, a majority of the general
voting power of the surviving or continuing entity (based on the aggregate
number of votes that are attributable to outstanding securities entitled to vote
in the election of directors, general partners, managers or persons performing
analogous functions to directors of the surviving or continuing entity, without
regard to contractual arrangements that establish a management structure or that
vest the right to designate directors in certain parties); or

     (d) Maker makes a general assignment for the benefit of its creditors or
applies to any tribunal for the appointment of a trustee or receiver of a
substantial part of its assets, or commences any proceedings relating to Maker
under any bankruptcy, reorganization, arrangement, insolvency, readjustment of
debts, dissolution or other liquidation law of any jurisdiction; or any such
application is filed, or any such proceedings are commenced against Maker and
Maker indicates its consent to such proceedings, or an order or decree is
entered by a court of competent jurisdiction appointing such trustee or
receiver, or adjudicating Maker bankrupt or insolvent, or approving the petition
in any such proceedings, and such order or decree remains unstayed and in effect
for ninety (90) days.

Upon the occurrence of an Event of Default, the unpaid principal amount of this
Note plus any accrued interest thereon, if not theretofore due, shall
automatically and without any action on the part of Holder become due and
payable in full, and Holder shall thereupon be entitled to enforce its rights
under this Note by any appropriate proceeding. In the event this Note is placed
in the hands of an attorney for collection or for enforcement, or in the event
that Holder incurs any costs incident to the collection of any indebtedness
evidenced hereby, Maker agrees to pay all reasonable attorneys' fees, all court
and other costs and the reasonable out-of-pocket costs of any other collection
efforts. Forbearance to exercise the remedies set forth herein with respect to
any Event of Default shall not constitute a waiver by Holder of any of such
remedies.

     6.  Amendments and Waivers.  Maker may amend or supplement this Note only
with the written consent of Holder. Holder may waive (either generally or in a
particular instance and either retroactively or prospectively) compliance by
Maker with any provision of this Note only by a written document signed by
Holder.

     7. Notices;  Miscellaneous. All notices, demands and other communications
which may or are required to be given hereunder shall be in writing and shall be
deemed to have been given or received when personally delivered, one (1) day
after deposit with charges prepaid with a nationally-recognized overnight
courier, or three (3) days after the date mailed, postage prepaid, by certified
mail, return receipt requested, addressed as follows:

     (a)      If to Payee, to:

              Research Capital, LLC
              1819 Main Street, Suite 602
              Sarasota, FL 34236
              Attn.:  Carl Smith, III

     (b)      If to Maker, to:

              GenoMed, Inc.
              4560 Clayton Ave.
              St. Louis, Missouri 63110
              Attn.: Dr. David Moskowitz

     (c)      If to any Holder other than Payee, to such address as may have
              been designated with the foregoing.

     Maker, Payee or any Holder may designate a different address by notice
given in accordance with the foregoing.

     Maker and all sureties, endorsers and guarantors of this Note, jointly and
severally, waive demand, presentment for payment, notice of nonpayment, protest,
notice of protest, notice of intent to accelerate, all other notices, filing of
suit and diligence in collection of this Note or enforcing any security given
therefore, and agree to any substitution, exchange, or release of any security,
with or without consideration, now or hereafter given for this Note or the
release of any party primarily or secondarily liable hereof; and such
substitution, exchange or release shall not in any way affect the obligations of
any such Maker, surety, endorser or guarantor. Maker and all sureties, endorsers
or guarantors of this Note further agree that it will not be necessary for any
Holder hereof, in order to enforce payment of this Note, first to institute or
exhaust its remedies against Maker or any other party liable therefor or to
enforce its rights against security for this Note.

     Subject to Section 6, from time to time, without affecting the obligations
of Maker or its legal representatives, successors or assigns to pay the
outstanding principal balance of this Note and accrued interest thereon and to
observe the covenants of Maker contained herein, without giving notice to or
obtaining the consent of Maker, or its legal representatives, successors or
assigns and without liability on the part of Holder, Holder may, at its option,
extend the time for payment of said outstanding principal balance and interest
or any part thereof, reduce the payments thereon, release anyone liable on any
of said outstanding principal balance and interest, accept a renewal of this
Note, modify the terms and time of payment of said outstanding principal balance
or join in any extension or subordination agreement, and agree in writing with
Maker to modify the rate of interest or period of amortization of this Note or
change the amount of the payments hereunder. No one or more of such actions
shall constitute a novation or otherwise affect or impair the indebtedness
evidenced hereby.

     This Note and the rights and obligations of the parties hereunder shall be
governed by, and construed and interpreted in accordance with, the laws of the
State of Florida, without regard to principles of conflicts of laws, and
applicable federal law.

                        GenoMed, Inc.

                   By:  ____________________________________
                        David W. Moskowitz
                        Chairman of the Board & Chief Executive Officer
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