Exhibit
        10.29

      Form
        of Non-Dilutive Promissory Note

      


      PROMISSORY
        NOTE

      


      
        	
                $______

              	
                _________,
                  200__

              


      

       

      FOR
        VALUE
        RECEIVED, Marc Pharmaceuticals, Inc., having an address at 350 Bedford Street,
        Suite 203, Stamford, Connecticut 06901 (“Maker”), promise to pay to the order of
        _____ ___________ (“Payee”), in lawful money of the United States of America,
        the principal sum of ___________________ Dollars ($______), together with
        interest thereon accruing at an annual rate equal to __%, in the manner provided
        below. Interest shall be calculated on the basis of a year of 365 or 366
        days,
        as applicable, and charged for the actual number of days elapsed.

      


      1.    PAYMENTS

      


      1.1    PRINCIPAL
        AND INTEREST

      


      All
        principal of and accrued interest on this Note shall be paid in full on
        ____________, 200_.

      


      1.2    MANNER
        OF
        PAYMENT

      


      All
        payments of principal and interest on this Note shall be made by check at
        _______ ____________________________________ or at such other place in the
        United States of America as Payee shall designate to Maker in writing. If
        any
        payment of principal or interest on this Note is due on a day which is not
        a
        Business Day, such payment shall be due on the next succeeding Business Day.
        “Business Day” means any day other than a Saturday, Sunday or legal holiday in
        the State of New York.

      


      1.3    PREPAYMENT

      


      Maker
        may, without premium or penalty, at any time and from time to time, prepay
        all
        or any portion of the outstanding principal balance due under this Note,
        provided that each such prepayment is accompanied by accrued interest on
        the
        amount of principal prepaid calculated to the date of such prepayment.


      


      2.    DEFAULTS

      


      2.1    EVENTS
        OF
        DEFAULT

      


      The
        occurrence of any one or more of the following events with respect to Maker
        shall constitute an event of default hereunder (“Event of
        Default”):


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      (a)    If
        Maker
        shall fail to pay when due any payment of principal or interest on this
        Note.

      


      (b)    If,
        pursuant to or within the meaning of the United States Bankruptcy Code or
        any
        other federal or state law relating to insolvency or relief of debtors (a
        “Bankruptcy Law”), Maker shall (i) commence a voluntary case or proceeding; (ii)
        consent to the entry of an order for relief against him in an involuntary
        case;
        (iii) consent to the appointment of a trustee, receiver, assignee, liquidator
        or
        similar official; (iv) make an assignment for the benefit of its creditors;
        or
        (v) admit in writing its inability to pay its debts as they become
        due.

      


      (c)    If
        a
        court of competent jurisdiction enters an order or decree under any Bankruptcy
        Law that (i) is for relief against Maker in an involuntary case; (ii) appoints
        a
        trustee, receiver, assignee, liquidator or similar official for a Maker or
        substantially all of a Maker’s properties; or (iii) orders the liquidation of
        Maker, and in each case the order or decree is not dismissed within 90
        days.

      


      2.2    REMEDIES

      


      Upon
        the
        occurrence of an Event of Default hereunder (unless all Events of Default
        have
        been cured or waived by Payee), Payee may, at its option, (i) by written
        notice
        to Maker, declare the entire unpaid principal balance of this Note, together
        with all accrued interest thereon, immediately due and payable, and (ii)
        exercise any and all rights and remedies available to it under applicable
        law,
        including, without limitation, the right to collect from Maker all sums due
        under this Note. Maker shall pay all reasonable costs and expenses incurred
        by
        or on behalf of Payee in connection with Payee’s exercise of any or all of its
        rights and remedies under this Note, including, without limitation, reasonable
        attorneys’ fees and expenses.

      


      4.    MISCELLANEOUS

      


      4.1   WAIVER

      


      (a)    The
        rights and remedies of Payee under this Note shall be cumulative and not
        alternative. No waiver by Payee of any right or remedy under this Note shall
        be
        effective unless in writing signed by Payee. Neither the failure nor any
        delay
        in exercising any right, power or privilege under this Note will operate
        as a
        waiver of such right, power or privilege and no single or partial exercise
        of
        any such right, power or privilege by Payee will preclude any other or further
        exercise of such right, power or privilege or the exercise of any other right,
        power or privilege. To the maximum extent permitted by applicable law, (a)
        no
        claim or right of Payee arising out of this Note can be discharged by Payee,
        in
        whole or in part, by a waiver or renunciation of the claim or right unless
        in a
        writing, signed by Payee; (b) no waiver that may be given by Payee will be
        applicable except in the specific instance for which it is given; and (c)
        no
        notice to or demand on Maker will be deemed to be a waiver of any obligation
        of
        Maker or of the right of Payee to take further action without notice or demand
        as provided in this Note.


      
        
           

        

        
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      (b)    Maker
        acknowledges that this Note and Maker's obligations under this Note are,
        and
        shall at all times continue to be, absolute and unconditional in all respects,
        and shall at all times be valid and enforceable. To the extent permitted
        by
        applicable law, Maker hereby absolutely, unconditionally and irrevocably
        forever
        waives any and all right to assert any defense, set-off, offset, counterclaim,
        crossclaim or claim of any nature whatsoever with respect to this Note or
        Maker's obligations hereunder.

      


      4.2    NOTICES

      


      Any
        notice or communication to be given hereunder by any party, to the other
        party
        shall be in writing and shall be deemed to have been given when personally
        delivered, or one day after the date sent by recognized overnight courier
        or
        transmitted by facsimile, which transmission by facsimile has been confirmed,
        or
        three (3) days after the date sent by registered or certified mail, postage
        prepaid, as follows: 

       

      if
        to
        Maker, addressed to it at:

       

      Marc
        Pharmaceuticals, Inc.

      350
        Bedford Street

      Suite
        203

      Stamford,
        Connecticut 06901

      Facsimile
        #: (203) 327-1585

      Attn:
        Robert M. Cohen, President

       

      with
        a
        copy to:

      


      Tannenbaum
        Helpern Syracuse & Hirschtritt LLP

      900
        Third
        Avenue

      New
        York,
        New York 10022

      Attn:
        Ralph A. Siciliano, Esq.

      Facsimile
        #: (212) 371-1084

      


      if
        to
        Payee, addressed to: 

      


      ____________________

      ____________________

      ____________________

      


      Or
        persons or addresses as may be designated in writing by the party
        to receive such notice.


      
        
           

        

        
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      4.3    SEVERABILITY

      


      If
        any
        provision in this Note is held invalid or unenforceable by any court of
        competent jurisdiction, the other provisions of this Note will remain in
        full
        force and effect. Any provision of this Note held invalid or unenforceable
        only
        in part or degree will remain in full force and effect to the extent not
        held
        invalid or unenforceable.

      


      4.4    GOVERNING
        LAW

      


      This
        Note
        will be governed by and enforced under the laws of the State of New York
        without
        regard to conflicts of laws principles.

      


      4.5    ASSIGNMENT;
        PARTIES IN INTEREST

      


      This
        Note
        shall bind Maker and its successors and assigns. This Note shall not be assigned
        or transferred by Maker, without the express prior written consent of Payee,
        and
        this Note will inure to the benefit of Payee and his heirs, estates,
        representatives, administrators, successors and assigns.

      


      4.6    SECTION
        HEADINGS, CONSTRUCTION

      


      (a)    The
        headings of Sections in this Note are provided for convenience only and will
        not
        affect its construction or interpretation. All references to “Section” or
“Sections” refer to the corresponding Section or Sections of this Note unless
        otherwise specified.

      


      (b)    All
        words
        used in this Note will be construed to be of such gender or number as the
        circumstances require. Unless otherwise expressly provided, the words “hereof”
        and “hereunder” and similar references refer to this Note in its entirety and
        not to any specific section or subsection hereof.

      


      4.7    INTEREST

      


      If,
        at
        any time, the rate of interest under this Note shall be deemed by any competent
        court of law, governmental agency or tribunal to exceed the maximum rate
        of
        interest permitted by the laws of any applicable jurisdiction or the rules
        or
        regulations of any appropriate regulatory authority or agency, then, during
        such
        time as such rate of interest would be deemed excessive, that portion of
        each
        interest payment attributable to that portion of such interest rate that
        exceeds
        the maximum rate of interest so permitted shall be deemed a voluntary prepayment
        of principal or, if all principal has been paid, that portion of each interest
        payment attributable to that portion of such interest rate that exceeds the
        maximum rate of interest so permitted shall be promptly refunded to
        Maker.

       

      
        
           

        

        
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      4.8    WAIVER
        OF
        JURY TRIAL

      


      MAKER
        AND PAYEE EACH HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
        LAW,
        ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY
        OR INDIRECTLY ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS NOTE, IT
        BEING
        AGREED THAT ALL SUCH TRIALS SHALL BE CONDUCTED SOLELY BY A JUDGE. MAKER AND
        PAYEE EACH CERTIFY THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF EITHER HAS
        REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER WOULD NOT, IN THE EVENT
        OF
        LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS. MAKER
        AND PAYEE EACH AGREE AND ACKNOWLEDGE THAT IT HAS BEEN REPRESENTED BY INDEPENDENT
        COUNSEL IN CONNECTION WITH THIS NOTE OR BEEN ADVISED THAT IT SHOULD BE
        REPRESENTED BY INDEPENDENT COUNSEL IN CONNECTION WITH THIS NOTE. IF MAKER
        OR
        PAYEE HAS DECIDED NOT TO BE REPRESENTED BY INDEPENDENT COUNSEL IN CONNECTION
        WITH THIS NOTE, IT IRREVOCABLY AND FOREVER WAIVES ANY AND ALL DEFENSES OR
        RIGHTS
        ARISING OUT OF OR RELATED TO SAID DECISION.

      


      4.9    REVIEW
        OF
        PUBLC FILINGS AND RISK OF LOSING ENTIRE INVESTMENT

      


      (a)    Payee
        has
        reviewed and understands Maker’s:

      


      (i)  

      


      (ii) 

      


      (iii) 

      


      (iv) 

      


      (v) 

      


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

       


      
        
           

        

        
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      IN
        WITNESS WHEREOF, Maker has executed and delivered this Note as of the date
        first
        stated above.

      


      


      MARC
        PHARMACEUTICALS, INC.

      


      By:___________________________

      Name:
        Robert M. Cohen

      Title:
        President

      


      Acknowledged:

      


      


      __________________

      Payee


      
        
           

        

        
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