Exhibit
10.1







THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN
STATES.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME.  THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF
COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE
EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND
ANY APPLICABLE STATE SECURITIES LAWS.




TETRAGENEX
PHARMACEUTICALS, INC.


PROMISSORY
NOTE




$[
      _ ]
            
            [Date]




FOR VALUE
RECEIVED, Tetragenex Pharmaceuticals, Inc., a Delaware corporation (the “Company”), promises
to pay to the order of [ _ ] (the “Holder”), or its
assignees, the principal sum of [ _ ] dollars ($____) plus interest at the rate,
subject to Section 4 hereof, of twelve percent (12%) per annum, or so much,
thereof, which may be outstanding on the Maturity Date (as hereinafter
defined).






Subject
to Section 3 hereof, the entire outstanding principal amount and accrued
interest of this promissory note (this “Note”) shall be due
and payable on a date (the “Maturity Date”) which
shall be the earlier to occur of: (i) two (2) years from the date hereof, or
(ii) the Company receiving equity financing after the date hereof in excess of
US $2,000,000 in the aggregate (or the closing on the Offering at or in excess
of $2 million.  For purposes hereof, “Offering” means that certain
private placement of “units” consisting of a promissory note in the principal
amount of $[ _ ], together with a warrant to purchase [ _ ] shares of the
Company’s common stock.






The
following is a statement of the rights of the Holder and the conditions to which
this Note is subject and to which Holder, by the acceptance of this Note, and
the Company, by execution of this Note, agree as follows:







1.             If
the Company shall (a) fail to pay any principal or interest payable hereunder
promptly on the due date thereof, or upon the occurrence of an Event of Default
or upon the Maturity Date then the entire unpaid principal sum, together with
all interest accrued payable hereunder added thereto, at the option of the
Holder, shall bear interest, from the date of such occurrence through the date
of judgment and until collection, at the rate which is the lesser of (x) fifteen
percent (15%) per annum, or (y) the highest rate permitted by law.




2.    
        Events of
Default.  The occurrence and continuation of any of the
following shall constitute an “Event of Default”
under this Note:




a.
            Failure to Pay or
      Other Defaults in Performance.  The Company fails to pay
      in full the principal amount and any accrued interest on the Maturity
      Date, pursuant to the terms herein;
or









b.
            Other
      Breaches.  The  Company breaches its
      representations or warranties or otherwise fails to duly observe, perform
      or comply with any material covenant, agreement or provision of this Note,
      and such failure remains unremedied for a period of thirty (30) days after
      notice of such failure is given by the Holder to the Company;
      or




c.
            Voluntary Bankruptcy
      or Insolvency Proceedings.  The Company shall (i) apply
      for or consent to the appointment of a receiver, trustee, liquidator or
      custodian or of all or a substantial part of its property, (ii) be unable,
      or admit in writing its inability, to pay its debts generally as they
      mature, (iii) make a general assignment for the benefit of any of its
      creditors, (iv) be dissolved or liquidated, or sell or liquidate all or
      substantially all of its assets, (v) become insolvent (as such term may be
      defined or interpreted under any applicable statute), (vi) commence a
      voluntary case or other proceeding seeking liquidation, reorganization or
      other relief with respect to itself or its debts under any bankruptcy,
      insolvency or other similar law now or hereafter in effect or consent to
      any such relief or to the appointment of or taking possession of its
      property by any official in an involuntary case or other proceeding
      commenced against it, or (vii) take any action for the purpose of
      effecting any of the foregoing; or




d.
            Involuntary Bankruptcy
      or Insolvency Proceedings.  Proceedings for the
      appointment of a receiver, trustee, liquidator or custodian of the Company
      or of all or a substantial part of the property thereof or an involuntary
      case or other proceedings seeking liquidation, reorganization or other
      relief with respect to the Company, or the debts thereof under any
      bankruptcy, insolvency or other similar law now or hereafter in effect
      shall be commenced.




3.     
      Rights of Holder upon
Default.  Upon the occurrence and during the continuation of
any Event of Default, immediately upon notice, all outstanding principal and
accrued but unpaid interest payable by the Company hereunder shall become
immediately due and payable.  In addition to the foregoing remedies,
upon the occurrence or existence of any Event of Default, Holder may exercise
any other right, power or remedy granted to it by this Note, or otherwise
permitted to it by law, either by suit in equity or by action at law, or
both.




4.    
       Successors and
Assigns.  The rights and obligations of the Company and Holder
of this Note shall be binding upon and benefit the successors, assigns, heirs,
administrators and transferees of the parties.




5.      
     Waiver and
Amendment.  Any provision of this Note may be amended or
modified only upon the written consent of the Company and Holder (or holder’s
respective assigns).  No delay or omission of Holder or any other
holder hereof to exercise any power, right or remedy accruing to Holder or any
other holder hereof shall impair any such power, right or remedy or shall be
construed to be a waiver of the right to exercise any such power, right or
remedy.




6.            Expenses.  Each
party shall pay its costs and expenses incurred in connection with this
Note.




7.      
     Assignment by The
Company.  This Note and the rights, interests or obligations
hereunder may not be assigned, in whole or in part, by the Company without the
prior approval of the Holder.










8.     
      Notices.  Any
notice, or other communication required or permitted to be given under this
Agreement shall be deemed given when received in writing by the Parties at the
address below or to such other address or the attention of such other Party as
the Parties shall advise the other by written notice given in conformity
herewith:




If to the
      Company:
              Tetragenex Pharmaceuticals,
      Inc.1 Maynard Drive, Suite
      105Park Ridge,New Jersey07656With a Copy
    to:
              Gersten Savage,
      LLP600 Lexington
      AvenueNew York,New York,10022Attention: Arthur S. Marcus,
      Esq.If to the Holder at the address
      set forth on the signature page
hereto.




or to
such other address or the attention of such other Party as the Parties shall
advise the other by notice in conformity herewith.




9.      
     Partial
Invalidity.  Each part of this Note is intended to be
separate.  If any term, covenant, condition or provision hereof is
illegal or invalid or unenforceable for any reason whatsoever, such illegality,
invalidity or unenforceability shall not affect the legality, validity or
enforceability of the remaining parts of this Note and all such remaining parts
hereto shall not be impaired or invalidated in any way, but shall be legal,
valid and enforceable and have full force and effect as if the illegal, invalid,
unenforceable part has not been included.




10.           Expenses;
Waivers.  If action is instituted to collect this Note, the
Company promises to pay all costs and expenses, including, without limitation,
reasonable attorneys’ fees, and costs, incurred in connection with such action.
The Company hereby waives notice of default, presentment or demand for payment,
protest or notice of nonpayment or dishonor and all other notices or demands
relative to this Note.




11.           Governing
Law.  This Note and all actions arising out of or in connection
with this Note shall be governed by and construed in accordance with the laws of
the State of New York, without regard to the conflicts of law provisions of the
State of New York, or of any other state.  Venue shall be exclusively
in the federal and state courts of New York County, New York.




12.           Waiver of Jury
Trial.  To the fullest extent permitted by applicable law, the
Company and the Holder hereby irrevocably and expressly waive all right to a
trial by jury in any action, proceeding, counterclaim (whether based upon
contract, tort or otherwise) arising out of or relating to this Note, or other
documents entered in connection herewith or the transactions contemplated
hereby.




13.           Headings.  The
headings of the sections and subsections of this Note are inserted for
convenience only and do not constitute a part of this Note.




14.           Miscellaneous.  If
this Note any other document related to this loan are lost, stolen, mutilated or
destroyed, and the Holder delivers to the Company an indemnification in the
Company’s favor, signed by the Holder, the Company will sign and deliver to
Holder, a new Note in form and content which will have the effect of the
original for all purposes.










IN
WITNESS WHEREOF, the Company has caused this Note to be issued as of the date
first written above.




TETRAGENEX
      PHARMACEUTICALS, INC.By:Name:
      Martin SchackerTitle:
      Co-CEO








The
undersigned Holder does


hereby
accept and agree to all of the


terms and
conditions of the above Note.








By:Name:Address