EXHIBIT 10.14

[FORM OF PROMISSORY NOTE]

$________                                                               June ___, 2002

        FORVALUE RECEIVED, Media Sciences International, Inc., a Delaware corporation(“Borrower”), hereby promises to pay to _______________ (the“Holder”), without demand, the sum of $_________ on the six monthanniversary date of this Promissory Note December ___, 2002 (the “MaturityDate”), together with simple interest at the rate of 12% per annum.Whenever any payment to be made hereunder falls due on a Saturday, Sunday orbusiness holiday in New York, New York, such payment may be made on the nextsucceeding business day and such extension of time will, in such case, beincluded in computing interest, if any, in connection with such payment. 

        Borrowermay prepay this Promissory Note at any time, in whole or in part, with accruedinterest to the date of prepayment, and without penalty. All payments on thisPromissory Note shall be applied first to the payment of accrued interest andthe balance shall be applied to principal. 

        Inthe event of default on repayment by the Borrower, the simple interest rate onthe unpaid principal shall be increased to a rate of 20% per annum commencingfrom the date of default. 

        Anynotice herein required or permitted to be given shall be in writing and sent bymeans of certified or registered mail, express mail, or other overnight deliveryservice, hand delivery confirmed by signed receipt or facsimile transmission(followed by prompt transmission of the original of such notice by any of theforegoing means) in each case proper postage or other charges pre-paid andaddressed or directed to the Holder or to the Borrower as set forth below: 

                        If to the Borrower:                        Media Sciences International, Inc.,                        Attn.:  Michael Levin, President                        40 Boroline Road                        Allendale, New Jersey 07401                         201-818-9040 (fax)

                        with a copy to:                        Law Offices of Dan Brecher                        99 Park Avenue, 16th Floor                        New York, New York 10016                        212-808-4155 (fax)

                        If to the Holder:                        ____________________________                        ____________________________                        ____________________________

Such notice shall be deemedgiven when actually received. Both the Holder and Borrower may change theaddress and fax number for notices by service of notice to the other as hereinprovided. 

        Borrowerwaives demand for payment, notice of nonpayment, presentment, notice ofdishonor, protest, and notice of protest. If default is made in the payment ofthis Promissory Note, Borrower shall pay the Holder all hereof costs ofcollection, including reasonable attorneys’ fees including all feesincurred in collection of this note or protection of the holder interest in thisnote. 

        This Promissory Note shall be governed by the internal laws of the State of New Jersey, without regardto the principles of conflict of laws, and shall be enforced in the courts located in the Bergen County, State ofNew Jersey.

        ThisPromissory Note, together with the Subscription Agreement, is the entireagreement between the parties and neither party is relying on any prior orcontemporaneous representation or promise, or any omission of any information,in entering into this Promissory Note. 

        INWITNESS WHEREOF, Borrower has caused this Promissory Note to be signed in itsname by its duly authorized representative on the date first written. 

ACCEPTED:_________________________By:______________________