Exhibit 4.1

No BCPN-1 to 40                                                   $50,000

                                 BIOCORAL, INC.

                  3 Year 7 Percent Convertible Promissory Note
                              Due December 31, 2006

      BioCoral, Inc., a Delaware corporation (the <<Corporation>>), for value
received, promises to pay to [    ] or registered assigns, the sum of $50,000 on
December 31, 2006, and to pay interest at the rate of 7 percent per annum
annually on the last day of December of each year, computed from December 31,
2006 (the <<issue date>>). Payment of principal and interest shall be made at
the offices of the Corporation, either in lawful money of the United States of
America or in shares of the Corporation's common stock, at a rate determined in
accordance with Section 2(a-b) hereof, all at the Corporation's sole option.
Payment for a redeemed Note shall be mailed to the registered owner or owners
hereof at their address last appearing on the books of the Corporation.

1.    Pari Passu. All Notes of this issue rank pari passu without priority over
      one another.

2.    Conversion.

2a.   Principal Amount. The holder or holders of this Note (subject Company
      approval and consent) may at any time, convert the principal amount of the
      note hereof into shares of the Corporation's common stock ranking pari
      passu at the conversion ratio shall be obtained by utilizing the average
      closing sale price of such shares in the over-the-counter market for the
      20 trading days immediately preceding. To convert this Note, the holder or
      holders hereof must surrender the same at the office of the Corporation,
      together with a written instrument of transfer in a form satisfactory to
      the Corporation, properly completed and executed and with a written notice
      of conversion.

2b.   Interest Amount. If, at any time, the Corporation, at it sole option,
      shall seek to pay interest on this Note in shares of its common stock as
      provided in the first pre-numbered paragraph of this Note the number of
      shares of the Corporation's common stock into which such interest is to be
      converted shall be obtained by utilizing the average closing sale price of
      such shares in the over-the-counter market for the 20 trading days
      immediately preceding the date such interest is due.

2c.   Adjustments to Conversion or Redemption. If the Corporation at any time
      pays to the holders of its common stock a dividend in common stock, the
      number of shares of common stock issuable upon the conversion of
      redemption of this Note shall be proportionally increased,


Biocoral Inc. 3 years 7 percent Convertible Promissory Note
Due December 31, 2006

<PAGE>

      effective at the close of business on the record date for determination of
      the holders of the common stock entitled to the dividend.

      If the Corporation at any time subdivides or combines in a larger or
      smaller number of shares, its outstanding shares of common stock, then the
      number of shares of common stock issuable upon the conversion or
      redemption of this Note shall be proportionally increased in the case of a
      subdivision and decreased in the case of a combination, effective in
      either case at the close of business on the date that the subdivision or
      combination becomes effective.

      If the Corporation is recapitalized, consolidated with or merged into any
      other corporation, or sells or conveys to any other corporation all or
      substantially all of its property as an entity, provision shall be made as
      part of the terms of the recapitalization, consolidation, merger, sale, or
      conveyance so that the holder or holders of this Note may receive, in lieu
      of the common stock otherwise issuable to them upon conversion or
      redemption hereof, at the same conversion ratio, the same kind and amount
      of securities or assets as may be distributable upon the recapitalization,
      consolidation, merger, sale, or conveyance with respect to the common
      stock.

3.    Fractional Shares. In lieu of issuing any fraction of a share upon the
      conversion or redemption of this Note or in payment of any interest
      thereon, the Corporation shall pay to the holder hereof for any fraction
      of a share otherwise issuable a rounded-up full share.

4.    Redemption/Callability. The Corporation may, at any time, prepay in whole
      or in part the principal amount, plus accrued interest to the date of
      prepayment, of all outstanding Notes of this issue, upon 30 days' written
      notice by certified or registered mail to the registered owners of all
      outstanding Note. Such payment shall be made either in cash or in shares
      of the Corporation's common stock determined in accordance with Section 2a
      hereof for conversion of the principal amount and in accordance with
      Section 2b hereof for interest payment, in the Corporation's sole
      discretion. Such notice shall be mailed to Note holders at their addresses
      last appearing on the Corporation's books.

5.    Registered Owner. The Corporation may treat the person or persons whose
      name or names appear on this Note as the absolute owner or owners thereof
      for the purpose of receiving payment of, or on account of, the principal
      and interest due on this Note and for all other purposes.

6.    Release of Shareholders, Officers and Directors. This Note is the
      obligation of the Corporation only, and no recourse shall be had for the
      payment of any principal or interest hereon against any shareholder,
      officer or director of the Corporation, either directly or through the
      Corporation, by virtue of any statute for the enforcement of any
      assessment or otherwise. The holder or holders of this Note, by the
      acceptance hereof, and as part of the consideration for this Note, release
      all claims and waive all liabilities against the foregoing persons in
      connection with the Note.


Biocoral Inc. 3 years 7 percent Convertible Promissory Note
Due December 31, 2006

<PAGE>

7.    Restricted Securities. Neither this Note nor any shares issuable upon
      conversion, redemption or payment of interest hereon, have been registered
      under the Securities Act or other state securities laws, and are being
      sold without any such registration in reliance upon the exemption from
      registration afforded by Section 4(2) of the Securities Act and Regulation
      D promulgated thereunder. As such, there will be substantial restrictions
      on its and their transferability. Each Note holder should consult
      his/her/its own counsel regarding such transferability.


                                               BIOCORAL, INC.


                                               By:
                                                   -------------------------


Biocoral Inc. 3 years 7 percent Convertible Promissory Note
Due December 31, 2006