Exhibit 4.1
No BCPN-1 to 40
$50,000
BIOCORAL, INC.
3 Year 7 Percent Convertible Promissory Note
Due December 31, 2006
BioCoral, Inc.,
a Delaware corporation (the <<Corporation>>), for
value
received, promises to pay to
[ ] or
registered assigns, the sum of $50,000 on
December 31, 2006, and to pay
interest at the rate of 7 percent per annum
annually on the last day of
December of each year, computed from December 31,
2006 (the <<issue
date>>). Payment of principal and interest shall be made
at
the offices of the
Corporation, either in lawful money of the United States
of
America or in shares of the
Corporation's common stock, at a rate determined in
accordance with Section
2(a-b) hereof, all at the Corporation's sole option.
Payment for a redeemed Note
shall be mailed to the registered owner or owners
hereof at their address last
appearing on the books of the Corporation.
1. Pari Passu. All Notes
of this issue rank pari passu without priority over
one
another.
2. Conversion.
2a. Principal Amount. The holder
or holders of this Note (subject Company
approval
and consent) may at any time, convert the principal amount of
the
note
hereof into shares of the Corporation's common stock ranking
pari
passu at
the conversion ratio shall be obtained by utilizing the
average
closing
sale price of such shares in the over-the-counter market for
the
20 trading
days immediately preceding. To convert this Note, the holder
or
holders
hereof must surrender the same at the office of the
Corporation,
together
with a written instrument of transfer in a form satisfactory
to
the
Corporation, properly completed and executed and with a written
notice
of
conversion.
2b. Interest Amount. If, at any
time, the Corporation, at it sole option,
shall seek
to pay interest on this Note in shares of its common stock
as
provided
in the first pre-numbered paragraph of this Note the number
of
shares of
the Corporation's common stock into which such interest is to
be
converted
shall be obtained by utilizing the average closing sale price
of
such
shares in the over-the-counter market for the 20 trading
days
immediately preceding the date such interest is due.
2c. Adjustments to Conversion or
Redemption. If the Corporation at any time
pays to
the holders of its common stock a dividend in common stock,
the
number of
shares of common stock issuable upon the conversion of
redemption
of this Note shall be proportionally increased,
Biocoral Inc. 3 years 7
percent Convertible Promissory Note
Due December 31,
2006
<PAGE>
effective
at the cl
