GENDER SCIENCES INC
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex10_1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>

10.1 Gender Sciences, Inc. Convertible Promissory Notes dated November 5, 2002
in the amount of $50,000 and $450,000.

<PAGE>

NEITHER THIS PROMISSORY NOTE NOR THE SHARES INTO WHICH IT IS CONVERTIBLE HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW.
THE COMPANY WILL NOT TRANSFER THIS PROMISSORY NOTE OR THE UNDERLYING SHARES
UNLESS: (i) THERE IS AN EFFECTIVE REGISTRATION COVERING SUCH PROMISSORY NOTE OR
SUCH SHARES, AS THE CASE MAY BE, UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE
STATE SECURITIES LAWS, OR (ii) IT FIRST RECEIVES A LETTER FROM AN ATTORNEY,
ACCEPTABLE TO THE BOARD OF DIRECTORS OR ITS AGENTS, STATING THAT IN THE OPINION
OF THE ATTORNEY THE PROPOSED TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933 AND UNDER ALL APPLICABLE STATE SECURITIES LAWS.

                              Gender sciences, INC.
                           CONVERTIBLE PROMISSORY NOTE

$50,000                                            November 5, 2002

                  Gender Sciences, Inc., a New Jersey corporation (the
"Company"), for value received, hereby promises to pay to Francis A. Newman
("Lender"), on the Maturity Date (as hereinafter defined), the principal amount
of Fifty Thousand Dollars ($50,000) plus accrued and unpaid interest thereon, at
a simple interest rate of Eight Percent (8%) per annum from the date hereof
until the Maturity Date. Unless converted into shares of the Company's capital
stock, all sums due pursuant to this Note shall be due and payable on the third
(3rd) anniversary of the date of this Note ("Maturity Date") at the principal
office of the Company at 10 West Forest Avenue, Englewood, New Jersey 07631 in
currency of the United States of America which at the time of payment shall be
legal tender for payment of public and private debts.

                  This Note is made pursuant to a Loan Agreement of even date
herewith. All capitalized terms not otherwise defined herein shall have the
meaning attributed to them in the Loan Agreement. Any conflict between the Loan
Agreement and this Note shall be determined by the Loan Agreement.

         1. Waiver. The Company and any and each other person or entity liable
for the payment or collection of this Note expressly waives demand and
presentment for payment, notice of nonpayment, protest, notice of protest,
notice of dishonor, bringing of suit and diligence in taking any action to
collect amounts called for under this Note and in the handling of property at
any time existing as security in connection with this Note, and shall be
directly and primarily liable for the payment of all sums owing and to be owing
on this Note, regardless of and without any notice, diligence, act or omission
as or with respect to the collection of any amount called for under this Note.

         2. Costs of Collection. The Company agrees to pay all reasonable costs,
including reasonable attorneys' fees, incurred by the Lender in collecting or
enforcing payment of this Note in accordance with its terms.

         3. Conversion.

                  3.1    Voluntary Conversion. If not sooner converted as
described in Section 3.2 below, all or some of the outstanding principal balance
of, and all or some of the accrued and unpaid interest on, this Note may be

                                       -2-
<PAGE>

converted at any time prior to the Maturity Date, at the option of the Lender,
into shares of Common Stock of the Company at a conversion price per share equal
to Five Cents ($0.05).

                  3.2    Automatic Conversion. At the closing of a Qualifying
Equity Financing (as defined below) on or before the Maturity Date, the entire
outstanding principal balance of and all accrued and unpaid interest on, this
Note shall be automatically converted into the number of shares of either (1)
Preferred Stock or Common Stock, as the case may be, if the price per share in
the Qualified Equity Financing is equal to or less than Five Cents ($0.05); or
(2) Common Stock if the price per share is greater in the Qualified Equity
Financing than Five Cents ($0.05), as is obtained by dividing (a) the
outstanding principal balance of, and all accrued and unpaid interest on, the
Note as of the closing date of the Qualified Equity Financing by (b) the lower
of (i) Five Cents ($0.05) or (ii) the price per share of Common Stock or
Preferred Stock, as the case may be, issued in the Qualified Equity Financing. A
"Qualified Equity Financing" shall mean an equity financing in which the Company
sells shares of Common Stock or Preferred Stock and obtains net proceeds
(including conversion of all convertible notes in connection with the bridge
financing) in an amount not less than Two Million Dollars ($2,000,000).

                  3.3    Notice. If this Note is automatically converted as
provided for in Section 3.2 above, written notice shall be delivered to the
Lender at the address last shown on the records of the Company for the Lender or
given by the Lender to the Company for the purpose of notice, or, if no such
address appears or is given, at the place where the principal executive office
of the Company is located, notifying the Lender of the conversion, specifying
the principal amount of this Note converted, the amount of accrued and unpaid
interest converted, the date of such conversion and calling upon the Lender to
surrender this Note to the Company in exchange for equity securities of the
Company as provided herein, in the manner and at the place designated by the
Company.

                  3.4    Certificate. As promptly as practicable after the
conversion of this Note, the Company at its expense will issue and deliver to
the Lender, upon surrender of this Note, a certificate or certificates for the
number of full shares of equity securities issuable upon such conversion. No
fractional shares shall be issued in connection with any conversion under this
Note, but in lieu of such fractional shares, the Company shall round up the
number of shares to be received upon conversion of this Note to the next whole
share of stock.

         4. Usury Savings Clause. Notwithstanding any provision of this Note,
the Company shall not and will not be required to pay interest at a rate or any
fee or charge in an amount prohibited by applicable law. If interest or any fee
or charge payable on any date would be prohibited, then such interest, fee or
charge will be automatically reduced to the maximum amount that is not
prohibited. In the event that Lender receives payment of any interest, fee, or
charge that would cause the amount so received to exceed the maximum amount
permitted under applicable law, then, to the extent that the amount so received
exceeds the maximum amount permitted under applicable law: (a) in the first
instance, the amount received shall be applied to principal and (b) in the
second instance, in the event that the principal amount of this Note has been
paid in full, the remaining amount so received shall be deemed to be a loan from
the Company to Lender, repayable upon the demand of the Company with interest at
the legal rate from the date of Lender's receipt of each payment in excess
interest, fees, or charges.

                                       -3-
<PAGE>

         5. Representations of Lender.

                  5.1    Acquisition for Personal Account. Lender represents and
warrants that it is acquiring this Note and the Conversion Shares (as defined
below) (the "Securities") solely for its account for investment and not with a
view to or for sale or distribution of said Securities. Lender also represents
that the entire legal and beneficial interests it may acquire in the Securities
are being acquired for, and will be held for, Lender's account only.

                  5.2    Securities Are Not Registered. Lender understands that
the Securities have not been registered under the Securities Act of 1933, as
amended (the "Act") on the basis that no distribution or public offering of the
securities of the Company is to be effected. Lender realizes that the basis for
the exemption may not be present if, notwithstanding its representations, Lender
has a present intention of acquiring the securities for a fixed or determinable
period in the future, selling (in connection with a distribution or otherwise),
granting any participation in, or otherwise distributing the Securities. Lender
has no such present intention.

                  5.3    Accredited Investor. Lender is an "accredited investor"
within the meaning of Securities and Exchange Commission ("SEC") Rule 501 of
Regulation D, as presently in effect.

         6. Covenants of the Company.

                  6.1    Authorization. All corporate action on the part of the
Company, its directors and its stockholders necessary for the authorization,
execution, delivery and performance of this Note by Company and the performance
of the Company's obligations hereunder, including the issuance and delivery of
this Note and the shares of equity securities issuable upon conversion of this
Note ("Conversion Shares") and the reservation of the Conversion Shares has been
taken or will be taken prior to the issuance of such Conversion Shares. This
Note, when executed and delivered by the Company, shall constitute a valid and
binding obligation of the Company enforceable in accordance with its terms,
subject to laws of general application relating to bankruptcy, insolvency, the
relief of debtors and, with respect to rights to indemnity, subject to federal
and state securities laws. The Conversion Shares, when issued in compliance with
the provisions of this Note, will be validly issued, fully paid and
nonassessable and free of any liens or encumbrances.

                  6.2    No Impairment. Except and to the extent as waived or
consented to by Lender, the Company will not, by amendment of its Certificate of
Incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed hereunder by the Company, but will at all times in good
faith assist in the carrying out of all the provisions of this Note and in the
taking of all such action as may be necessary or appropriate in order to protect
the conversion rights of Lender against impairment.

         7. Default. Each of the following events shall be an "Event of Default"
hereunder:

                  7.1    the Company fails to pay timely any of the principal
amount due under this Note or any accrued interest or other amounts due under
this Note on the date the same becomes due and payable or within twenty (20)
business days thereafter;

                                       -4-
<PAGE>

                  7.2    the Company files any petition or action for relief
under any bankruptcy, reorganization, insolvency or moratorium law or any other
law for the relief of, or relating to, debtors, now or hereafter in effect, or
makes any assignment for the benefit of creditors or takes any corporate action
in furtherance of any of the foregoing; or

                  7.3    an involuntary petition is filed against the Company
(unless such petition is dismissed or discharged within ninety (90) days) under
any bankruptcy statute now or hereafter in effect, or a custodian, receiver,
trustee, assignee for the benefit of creditors (or other similar official) is
appointed to take possession, custody or control of any property of the Company.

                  Upon the occurrence of an Event of Default hereunder, all
unpaid principal, accrued interest and other amounts owing hereunder shall, at
the option of Lender, be immediately due, payable and collectible by Lender
pursuant to applicable law.

         8. Miscellaneous

                  8.1    The Company currently has enough authorized shares
sufficient to effect the conversion of this Note. Notwithstanding the foregoing,
the Company's current authorized shares are not sufficient to effect the
conversion of this Note assuming full exercise and conversion of the Company's
other outstanding options and convertible securities. Accordingly, the Company
hereby covenants and agrees to expeditiously take such corporate action as may
be necessary to amend the Company's Articles of Incorporation to increase its
authorized but unissued shares of capital stock to the number of shares as shall
be sufficient for the conversion of all of its outstanding options and
convertible securities.

                  8.2    The Company hereby agrees that no failure on the part
of the Lender to exercise any power, right or privilege hereunder, or to insist
upon prompt compliance with the terms hereof, shall constitute a waiver thereof.

                  8.3    The Lender shall not be deemed, by any act of omission
or commission, to have waived any of their rights or remedies hereunder unless
such waiver is in writing and signed by the Lender, and then only to the extent
specifically set forth in writing. A waiver with reference to one event shall
not be construed and continuing or as a bar to or waiver of any right or remedy
as to a subsequent event. No delay or omission of the Lender to exercise any
right, whether before or after an event of default or a default thereunder,
shall impair any such right or shall be construed to be a waiver of any right or
default, and the acceptance at any time by the Lender of any past due amounts
shall not be deemed to be a waiver of the right to require prompt payment when
due of any other amounts then or thereafter due and payable.

                  8.4    The remedies of the Lender in this Note or at law or in
equity, shall be cumulative and concurrent, and may be pursued singly,
successively or together at the sole discretion of the Lender, and may be
exercised as often as occasion therefor shall occur; and the failure to exercise
any such right or remedy shall in no event be construed as a waiver or release
thereof.

                  8.5    Lender shall not become or be deemed a partner or joint
venturer with the Company by reason of any provisions of this Note.

                                       -5-
<PAGE>

                  8.6    If any amount of principal or interest on or in respect
of this Note becomes due and payable on any date which is not a Business Day,
such amount shall be payable on the next preceding Business Day. "Business Day"
means any day other than a Saturday, Sunday, statutory holiday or other day on
which banks in the State of California are required by law to close or are
customarily closed.

                  8.7    If any of the provisions of this Note or the
application thereof to any persons or circumstances shall, to any extent, be
held to be invalid or unenforceable, the remainder of this Note by the
application of such provision or provisions to persons or circumstances other
than those as for whom or of which it is held invalid or unenforceable shall not
be affected thereby, and every provision of this Note shall be valid and
enforceable to the fullest extent permitted by law.

                  8.8    The terms of this Note shall apply to, inure to the
benefit of, and bind all parties hereto, their heirs, legatees, devisees,
administrators, executors, successors, assigns or any entity formed as a result
of the Company reincorporating in another jurisdiction.

                  8.9    Time is of the essence of this Note and the performance
of all provisions hereof.

                  8.10   This Note is registered on the books of the Company and
is transferable only by surrender thereof at the principal office of the Company
duly endorsed or accompanied by a written instrument of transfer duly executed
by the registered Lender of this Note or its attorney duly authorized in
writing. Payment of or on account of principal and interest on this Note shall
be made only to or upon the order in writing of the registered Lender.

                  8.11   Note is governed by and construed in accordance with me
laws or the State of New Jersey.

                  8.12   The Lender will not be entitled to vote, receive
dividends or exercise any of the rights of the holders of the Company's equity
securities for any purpose prior to the conversion of this Note.

                  [Remainder of Page Intentionally Left Blank]

                                       -6-
<PAGE>

         "Company"                     Gender Sciences, Inc.,
                                       a New Jersey corporation

                                       /s/ EUGENE TERRY
                                       -------------------------------
                                       Eugene Terry, Chairman


         "Lender"
                                       /s/ FRANCIS A. NEWMAN
                                       -------------------------------
                                       Francis A. Newman


[Signature Page to Convertible Note]

                                       -7-
<PAGE>

NEITHER THIS PROMISSORY NOTE NOR THE SHARES INTO WHICH IT IS CONVERTIBLE HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW.
THE COMPANY WILL NOT TRANSFER THIS PROMISSORY NOTE OR THE UNDERLYING SHARES
UNLESS: (i) THERE IS AN EFFECTIVE REGISTRATION COVERING SUCH PROMISSORY NOTE OR
SUCH SHARES, AS THE CASE MAY BE, UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE
STATE SECURITIES LAWS, OR (ii) IT FIRST RECEIVES A LETTER FROM AN ATTORNEY,
ACCEPTABLE TO THE BOARD OF DIRECTORS OR ITS AGENTS, STATING THAT IN THE OPINION
OF THE ATTORNEY THE PROPOSED TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933 AND UNDER ALL APPLICABLE STATE SECURITIES LAWS.

                              Gender sciences, INC.
                           CONVERTIBLE PROMISSORY NOTE

$400,000                                           November 5, 2002

                  Gender Sciences, Inc., a New Jersey corporation (the
"Company"), for value received, hereby promises to pay to The Ullman Family
Partnership ("Lender"), on the Maturity Date (as hereinafter defined), the
principal amount of Four Hundred Thousand Dollars ($400,000) plus accrued and
unpaid interest thereon, at a simple interest rate of Eight Percent (8%) per
annum from the date hereof until the Maturity Date. Unless converted into shares
of the Company's capital stock, all sums due pursuant to this Note shall be due
and payable on the third (3rd) anniversary of the date of this Note ("Maturity
Date") at the principal office of the Company at 10 West Forest Avenue,
Englewood, New Jersey 07631 in currency of the United States of America which at
the time of payment shall be legal tender for payment of public and private
debts.

                  This Note is made pursuant to a Loan Agreement of even date
herewith. All capitalized terms not otherwise defined herein shall have the
meaning attributed to them in the Loan Agreement. Any conflict between the Loan
Agreement and this Note shall be determined by the Loan Agreement.

         9. Waiver. The Company and any and each other person or entity liable
for the payment or collection of this Note expressly waives demand and
presentment for payment, notice of nonpayment, protest, notice of protest,
notice of dishonor, bringing of suit and diligence in taking any action to
collect amounts called for under this Note and in the handling of property at
any time existing as security in connection with this Note, and shall be
directly and primarily liable for the payment of all sums owing and to be owing
on this Note, regardless of and without any notice, diligence, act or omission
as or with respect to the collection of any amount called for under this Note.

         10. Costs of Collection. The Company agrees to pay all reasonable
costs, including reasonable attorneys' fees, incurred by the Lender in
collecting or enforcing payment of this Note in accordance with its terms.

         11. Conversion.

                  11.1   Voluntary Conversion. If not sooner converted as
described in Section 3.2 below, all or some of the outstanding principal balance
of, and all or some of the accrued and unpaid interest on, this Note may be

                                       -8-
<PAGE>

converted at any time prior to the Maturity Date, at the option of the Lender,
into shares of Common Stock of the Company at a conversion price per share equal
to Five Cents ($0.05).

                  11.2   Automatic Conversion. At the closing of a Qualifying
Equity Financing (as defined below) on or before the Maturity Date, the entire
outstanding principal balance of and all accrued and unpaid interest on, this
Note shall be automatically converted into the number of shares of either (1)
Preferred Stock or Common Stock, as the case may be, if the price per share in
the Qualified Equity Financing is equal to or less than Five Cents ($0.05); or
(2) Common Stock if the price per share is greater in the Qualified Equity
Financing than Five Cents ($0.05), as is obtained by dividing (a) the
outstanding principal balance of, and all accrued and unpaid interest on, the
Note as of the closing date of the Qualified Equity Financing by (b) the lower
of (i) Five Cents ($0.05) or (ii) the price per share of Common Stock or
Preferred Stock, as the case may be, issued in the Qualified Equity Financing. A
"Qualified Equity Financing" shall mean an equity financing in which the Company
sells shares of Common Stock or Preferred Stock and obtains net proceeds
(including conversion of all convertible notes in connection with the bridge
financing) in an amount not less than Two Million Dollars ($2,000,000).

                  11.3   Notice. If this Note is automatically converted as
provided for in Section 3.2 above, written notice shall be delivered to the
Lender at the address last shown on the records of the Company for the Lender or
given by the Lender to the Company for the purpose of notice, or, if no such
address appears or is given, at the place where the principal executive office
of the Company is located, notifying the Lender of the conversion, specifying
the principal amount of this Note converted, the amount of accrued and unpaid
interest converted, the date of such conversion and calling upon the Lender to
surrender this Note to the Company in exchange for equity securities of the
Company as provided herein, in the manner and at the place designated by the
Company.

                  11.4   Certificate. As promptly as practicable after the
conversion of this Note, the Company at its expense will issue and deliver to
the Lender, upon surrender of this Note, a certificate or certificates for the
number of full shares of equity securities issuable upon such conversion. No
fractional shares shall be issued in connection with any conversion under this
Note, but in lieu of such fractional shares, the Company shall round up the
number of shares to be received upon conversion of this Note to the next whole
share of stock.

         12. Usury Savings Clause. Notwithstanding any provision of this Note,
the Company shall not and will not be required to pay interest at a rate or any
fee or charge in an amount prohibited by applicable law. If interest or any fee
or charge payable on any date would be prohibited, then such interest, fee or
charge will be automatically reduced to the maximum amount that is not
prohibited. In the event that Lender receives payment of any interest, fee, or
charge that would cause the amount so received to exceed the maximum amount
permitted under applicable law, then, to the extent that the amount so received
exceeds the maximum amount permitted under applicable law: (a) in the first
instance, the amount received shall be applied to principal and (b) in the
second instance, in the event that the principal amount of this Note has been
paid in full, the remaining amount so received shall be deemed to be a loan from
the Company to Lender, repayable upon the demand of the Company with interest at
the legal rate from the date of Lender's receipt of each payment in excess
interest, fees, or charges.

                                       -9-
<PAGE>

         13. Representations of Lender.

                  13.1   Acquisition for Personal Account. Lender represents and
warrants that it is acquiring this Note and the Conversion Shares (as defined
below) (the "Securities") solely for its account for investment and not with a
view to or for sale or distribution of said Securities. Lender also represents
that the entire legal and beneficial interests it may acquire in the Securities
are being acquired for, and will be held for, Lender's account only.

                  13.2   Securities Are Not Registered. Lender understands that
the Securities have not been registered under the Securities Act of 1933, as
amended (the "Act") on the basis that no distribution or public offering of the
securities of the Company is to be effected. Lender realizes that the basis for
the exemption may not be present if, notwithstanding its representations, Lender
has a present intention of acquiring the securities for a fixed or determinable
period in the future, selling (in connection with a distribution or otherwise),
granting any participation in, or otherwise distributing the Securities. Lender
has no such present intention.

                  13.3   Accredited Investor. Lender is an "accredited investor"
within the meaning of Securities and Exchange Commission ("SEC") Rule 501 of
Regulation D, as presently in effect.

         14. Covenants of the Company.

                  14.1   Authorization. All corporate action on the part of the
Company, its directors and its stockholders necessary for the authorization,
execution, delivery and performance of this Note by Company and the performance
of the Company's obligations hereunder, including the issuance and delivery of
this Note and the shares of equity securities issuable upon conversion of this
Note ("Conversion Shares") and the reservation of the Conversion Shares has been
taken or will be taken prior to the issuance of such Conversion Shares. This
Note, when executed and delivered by the Company, shall constitute a valid and
binding obligation of the Company enforceable in accordance with its terms,
subject to laws of general application relating to bankruptcy, insolvency, the
relief of debtors and, with respect to rights to indemnity, subject to federal
and state securities laws. The Conversion Shares, when issued in compliance with
the provisions of this Note, will be validly issued, fully paid and
nonassessable and free of any liens or encumbrances.

                  14.2   No Impairment. Except and to the extent as waived or
consented to by Lender, the Company will not, by amendment of its Certificate of
Incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed hereunder by the Company, but will at all times in good
faith assist in the carrying out of all the provisions of this Note and in the
taking of all such action as may be necessary or appropriate in order to protect
the conversion rights of Lender against impairment.

         15. Default. Each of the following events shall be an "Event of
Default" hereunder:

                                      -10-
<PAGE>

                  15.1   the Company fails to pay timely any of the principal
amount due under this Note or any accrued interest or other amounts due under
this Note on the date the same becomes due and payable or within twenty (20)
business days thereafter;

                  15.2   the Company files any petition or action for relief
under any bankruptcy, reorganization, insolvency or moratorium law or any other
law for the relief of, or relating to, debtors, now or hereafter in effect, or
makes any assignment for the benefit of creditors or takes any corporate action
in furtherance of any of the foregoing; or

                  15.3   an involuntary petition is filed against the Company
(unless such petition is dismissed or discharged within ninety (90) days) under
any bankruptcy statute now or hereafter in effect, or a custodian, receiver,
trustee, assignee for the benefit of creditors (or other similar official) is
appointed to take possession, custody or control of any property of the Company.

                  Upon the occurrence of an Event of Default hereunder, all
unpaid principal, accrued interest and other amounts owing hereunder shall, at
the option of Lender, be immediately due, payable and collectible by Lender
pursuant to applicable law.

         16. Miscellaneous

                  16.1   The Company currently has enough authorized shares
sufficient to effect the conversion of this Note. Notwithstanding the foregoing,
the Company's current authorized shares are not sufficient to effect the
conversion of this Note assuming full exercise and conversion of the Company's
other outstanding options and convertible securities. Accordingly, the Company
hereby covenants and agrees to expeditiously take such corporate action as may
be necessary to amend the Company's Articles of Incorporation to increase its
authorized but unissued shares of capital stock to the number of shares as shall
be sufficient for the conversion of all of its outstanding options and
convertible securities.

                  16.2   The Company hereby agrees that no failure on the part
of the Lender to exercise any power, right or privilege hereunder, or to insist
upon prompt compliance with the terms hereof, shall constitute a waiver thereof.

                  16.3   The Lender shall not be deemed, by any act of omission
or commission, to have waived any of their rights or remedies hereunder unless
such waiver is in writing and signed by the Lender, and then only to the extent
specifically set forth in writing. A waiver with reference to one event shall
not be construed and continuing or as a bar to or waiver of any right or remedy
as to a subsequent event. No delay or omission of the Lender to exercise any
right, whether before or after an event of default or a default thereunder,
shall impair any such right or shall be construed to be a waiver of any right or
default, and the acceptance at any time by the Lender of any past due amounts
shall not be deemed to be a waiver of the right to require prompt payment when
due of any other amounts then or thereafter due and payable.

                  16.4   The remedies of the Lender in this Note or at law or in
equity, shall be cumulative and concurrent, and may be pursued singly,
successively or together at the sole discretion of the Lender, and may be
exercised as often as occasion therefor shall occur; and the failure to exercise

                                      -11-
<PAGE>

any such right or remedy shall in no event be construed as a waiver or release
thereof.

                  16.5   Lender shall not become or be deemed a partner or joint
venturer with the Company by reason of any provisions of this Note.

                  16.6   If any amount of principal or interest on or in respect
of this Note becomes due and payable on any date which is not a Business Day,
such amount shall be payable on the next preceding Business Day. "Business Day"
means any day other than a Saturday, Sunday, statutory holiday or other day on
which banks in the State of California are required by law to close or are
customarily closed.

                  16.7   If any of the provisions of this Note or the
application thereof to any persons or circumstances shall, to any extent, be
held to be invalid or unenforceable, the remainder of this Note by the
application of such provision or provisions to persons or circumstances other
than those as for whom or of which it is held invalid or unenforceable shall not
be affected thereby, and every provision of this Note shall be valid and
enforceable to the fullest extent permitted by law.

                  16.8   The terms of this Note shall apply to, inure to the
benefit of, and bind all parties hereto, their heirs, legatees, devisees,
administrators, executors, successors, assigns or any entity formed as a result
of the Company reincorporating in another jurisdiction.

                  16.9   Time is of the essence of this Note and the performance
of all provisions hereof.

                  16.10  This Note is registered on the books of the Company and
is transferable only by surrender thereof at the principal office of the Company
duly endorsed or accompanied by a written instrument of transfer duly executed
by the registered Lender of this Note or its attorney duly authorized in
writing. Payment of or on account of principal and interest on this Note shall
be made only to or upon the order in writing of the registered Lender.

                  16.11  Note is governed by and construed in accordance with me
laws or the State of New Jersey.

                  16.12  The Lender will not be entitled to vote, receive
dividends or exercise any of the rights of the holders of the Company's equity
securities for any purpose prior to the conversion of this Note.

                  [Remainder of Page Intentionally Left Blank]

                                      -12-
<PAGE>

         "Company"                     Gender Sciences, Inc.,
                                       a New Jersey corporation
                                       -------------------------------------

                                       /s/ EUGENE TERRY
                                       -------------------------------------
                                       Eugene Terry, Chairman


         "Lender"                      The Ullman Family Partnership
                                       -------------------------------------

                                       /s/ RICHARD ULLMAN
                                       -------------------------------------
                                       Richard Ullman, Partner


                      [Signature Page to Convertible Note]

                                      -13-

</TEXT>
</DOCUMENT>
