Exhibit
        10.27

      Form
        of Dilutive Promissory Note

      


      Principal
        Terms:

      


      
        	
                Effective
                  Date:

              	 
	 	 
	
                Maker:

              	
                Marc
                  Pharmaceuticals, Inc.

              
	 	 
	
                Maker’s
                  Mailing Address:

              	
                350
                  Bedford Street

                Suite
                  203

                Stamford,
                  Connecticut 06901

              
	 	 
	
                Payee:

              	 
	 	 
	
                Place
                  for Payment:

              	 
	 	 
	
                Principal
                  Amount:

              	
                ____________
                  and No/100 Dollars ($______)

              
	 	 
	
                Annual
                  Interest Rate on 

                Unpaid
                  Principal from Effective Date:

              	
                _______
                  Percent (__%) per annum.

              
	 	 
	
                Annual
                  Interest Rate on 

                Matured
                  Unpaid Amounts:

              	
                _______
                  Percent (__%) per annum.

              
	 	 
	
                Payment
                  Date and Terms of Payment 

                (principal
                  and interest):

              	
                The
                  entire Principal Amount, together with accrued interest thereon,
                  is
                  payable in one installment due ______ (__) days after the Effective
                  Date.
                  Maker reserves the right to prepay this Promissory Note in any
                  amount at
                  any time prior to maturity without
                  penalty.

              


      

      


      Other
        Terms:

      


      1.    General.

      


      The
        Maker
        promises to pay to the order of the Payee at the Place for Payment, and
        according to the Terms of Payment, the Principal Amount plus interest at
        the
        rates stated above under the heading Principal Terms. All unpaid amounts
        shall
        be due by the scheduled payment date.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      


      2.    Default
        Penalty.

      


      (a)    If
        there
        occurs an Event of Default (as defined below in paragraph 8), then the Payee
        shall have the option to purchase ___ thousand (______) shares of the Maker’s
        common stock, par value $.0001 per share (the “Common Stock”) for an aggregate
        purchase price of ________ and no/100 Dollars ($___.00), subject to adjustment
        as provided on Exhibit
        1
        attached
        hereto and made a part hereof. 

      


      (b)    If
        the
        Event of Default continues for thirty (30) days, then, on the thirtieth
        (30th)
        day (and
        at the end of each successive thirty (30) day period until this Promissory
        Note
        together with accrued interest is paid in full), the Payee shall have the
        option
        to purchase an additional ____________ (______) shares of Common Stock for
        an
        aggregate purchase price of __________ and no/100 dollars ($___.00) for each
        additional purchase of Common Stock, subject to adjustment as provided on
        Exhibit
        1
        attached
        hereto and made a part hereof. 

      


      (c)    The
        options issuable to the Payee under this paragraph 2 (the “Options”) shall be
        exercisable by the Payee at any time prior to the payment in full of the
        Principal Amount together with accrued interest thereon. 

      


      (d)    For
        purposes of Exhibit
        1,
        the
        Common Stock underlying the Options is referred to as the “Shares” and the
        purchase price therefor as the “Exercise Price.”

      


      3.    Costs
        of Collection.

      


      If
        this
        Promissory Note is given to an attorney for collection, or if suit is brought
        for collection, or if it is collected through probate, bankruptcy, or other
        judicial proceeding, then the Maker shall pay the Payee all costs of collection,
        including reasonable attorney’s fees and court costs, in addition to other
        amounts due hereunder.

      


      4.    Savings
        Clause.

      


      Interest
        on the debt evidenced by this Promissory Note shall not exceed the maximum
        amount of non-usurious interest that may be contracted for, taken, reserved,
        charged, or received under the laws of the State of New York and any interest
        in
        excess of that maximum amount shall be credited on the Principal Amount of
        the
        debt or, if that has been paid, refunded. On any acceleration or required
        or
        permitted prepayment, any such excess shall be cancelled automatically as
        if the
        acceleration or prepayment or, if already paid, credit on the Principal Amount
        of the debt or, if the Principal Amount of the debt has been paid, refunded.
        This provision overrides other provisions in this Promissory Note and all
        other
        instruments concerning the debt evidenced hereby.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      


      5.    Accredited
        Investor.

      


      The
        Payee
        hereby certifies to the Maker that the Payee is an “Accredited Investor” (as
        that term is defined in Regulation D promulgated under the Securities Act
        of
        1993, as amended) under one or more of the definitions of “Accredited Investor”
        set forth in (a) through (d) below:

      


      (a)    I
        am an
“Accredited Investor” because I had individual income of more than Two Hundred
        Thousand and no/100 Dollars ($200,000) in each of the two (2) prior calendar
        years and I reasonably expect to have individual income in excess of Two
        Hundred
        Thousand and no/100 Dollars ($200,000) during the current calendar
        year.

      


      (b)    I
        am an
“Accredited Investor” because my spouse and I together had income of more than
        Three Hundred Thousand and no/100 Dollars ($300,000) in each of the two (2)
        prior calendar years and we reasonably expect to have joint income in excess
        of
        Three Hundred Thousand and no/100 Dollars ($300,000) during the current calendar
        year.

      


      (c)    I
        am an
“Accredited Investor” because I have an individual net worth, or my spouse and I
        have a joint net worth of more than One Million and no/100 Dollars
        ($1,000,000).

      


      (d)    The
        Payee
        is an entity in which all of the equity owners are “Accredited Investors” under
        (a), (b) or (c) above.

      


      6.    Representations
        of the Payee.

      


      The
        Payee
        represents and warrants to the Maker as follows:

      


      (a)    The
        Payee
        has received and examined all information, including financial statements,
        of or
        concerning the Maker which the Payee considers necessary to making an informed
        decision regarding lending the Maker the Principal Amount and an investment
        in
        the Common Stock. In addition, the Payee has had the opportunity to ask
        questions of, and receive answers from, the officers and agents of the Maker
        concerning the Maker and to obtain such information, to the extent such persons
        possessed the same or could acquire it without unreasonable effort or expense,
        as the Payee deemed necessary to verify the accuracy of the information referred
        to herein.

      


      (b)    The
        Payee
        will the Common Stock for his own account, for investment purposes only,
        and not
        with a view to the resale or distribution of all or any part
        thereof.

      


      
        	 	
                (c)

              	
                The
                  Payee acknowledges that this Promissory Note and the Common
                  Stock:

              


      

      


      (i)    have
        not
        been registered under the Securities Act of 1933, as amended (as amended,
        the
“Securities Act”);


      
        
           

        

        
          3

          
            

          

        

        
           

        

      


      (ii)   will
        be
“restricted securities” as defined in the Securities Act and the regulations
        promulgated thereunder; 

      


      (iii)   have
        been
        issued in reliance on the statutory exemptions from registration available
        under
        the Securities Act based (in part) on the accuracy of Payee’s representations
        contained herein;

      


      (iv)   will
        not
        be transferable without registration under the Securities Act unless an
        exemption from such registration requirement is available; and 

      


      (v)    certificates
        representing the Common Stock will bear a restrictive legend evidencing the
        restrictions set forth in items (i) though (v).

      


      (d)    The
        Payee
        has reviewed and understands the documents filed by the Maker with the
        Securities and Exchange Commission listed on Exhibit 1 attached hereto and
        made
        a part hereof.

      


      (e)    The
        Payee
        understands that the proceeds of this Promissory Note will be used for general
        corporate purposes, which may include working capital, repayment of debt
        and
        officer and director compensation.

      


      (f)    The
        Payee
        bears the economic risk of losing the entire Principal Amount of this Promissory
        Note.

      


      
        	 	
                (g)

              	
                The
                  Payee acknowledges that the Maker:

              


      

      


      (i)    has
        third-party unsecured debt outstanding as of the Effective Date and will,
        in all
        likelihood, have additional unsecured debt outstanding prior to the payment
        in
        full of the Principal Amount and accrued interest thereon;

      


      (ii)   The
        Maker
        may not have sufficient funds to pay either or both of (A)
        all its
        other such debt when due, or (B)
        the
        Principal Amount and accrued interest thereon on the Payment Date;
        and

      


      (iii)   The
        Maker
        may, in his sole discretion, allocate funds available for repayment of unsecured
        debt among the Payee and its other unsecured lenders, regardless of the initial
        maturity dates of their respective loans to Maker. 

      


      7.    Governing
        Law.

      


      This
        Promissory Note, and all rights and remedies hereunder, shall be governed
        by,
        and enforced under, the laws of the State of New York.

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      


      8.    Event
        of Default.

      


      An
“Event
        of Default” shall have occurred if the Maker fails to pay any Principal Amount
        or accrued interest thereon when due.

      


      


      
        	
                MAKER:

              	
                PAYEE:

              
	 	 
	
                MARC
                  PHARMACEUTICALS, INC.

              	
                ___________________________________

              
	 	
                Print
                  Name: ________________________

              
	 	 
	
                By:_____________________________

              	 
	
                Robert
                  M. Cohen, President

              	 


      

      


      


      Exhibit
        1

       

      As
        set
        forth in paragraph 6(d) of this Promissory Note, the Payee has read and
        understands each of the Maker’s:

      


      
        	 	
                1.

              	 


      

      


      
        	 	
                2.

              	 


      

      


      
        	 	
                3.

              	 


      


      
        
           

        

        
          5