CONVERTIBLE PROMISSORY NOTE

CONVERTIBLE PROMISSORY NOTE

HOUSTON, TEXAS

For the value received, in the manner, on the dates, and in the amounts stated in this Convertible Promissory Note (this “Note”), Omnimmune Corp. a Texas corporation (“Maker”) hereby promises to pay to the order of Mark R. Wisner, P.C. (“Payee”, sometimes also hereinafter referred to as “Noteholder”), and Payee’s heirs, successors, assigns and legal representatives, at 1177 West Lop South, Suite 400, Houston, Texas 77027 or such other places designated by the owner and holder of this Note, in lawful money of the United States of America, the principal amount of THIRTY SIX THOUSAND NINE HUNDRED AND 00/100 DOLLARS ($36,900), together with interest thereon from and after date hereof until maturity at the rate of 10 percent (10%) per annum on the then unpaid principal amount hereof.  Any and all past due principal and interest of the Note, whether due as the result of acceleration of maturity or otherwise, shall bear interest at the rate of 12% and be paid by Maker from the date the payment thereof shall have become due until the same shall have been fully discharged by payment.

This Note shall mature and become due and payable in full in one year, from the date hereof with accrued interest also being due and payable at maturity.  Maker may elect to extend the maturity for up to two (2) years, interest to be compounded annually.  The principal represents the amount billed to Maker by Noteholder for legal services rendered during the 1998 calendar year for $15,392.42, plus accrued interest of ten percent (10%) compounded annually from December 31, 1998.  It is agreed by the parties that the indebtedness is subject to change if an audit of Noteholder’s billings shows any inaccuracy therein, however, any such inaccuracy that may be found shall not be regarded as a failure of consideration and/or affect any of Noteholder’s rights as set out in this Note.

If Maker (i) shall fail to pay this Note in full when due or (ii) shall fail to discharge any of Maker’s obligations or otherwise be in any default under any provision of any instrument, if any, securing payment of this note or (iii) under the federal or state statutes, rules or regulations, now or hereafter in force, shall file a voluntary petition in bankruptcy, or any other petition seeking, or answer consenting to, adjudication as a bankrupt or admitting bankruptcy or insolvency, or seeking for Maker any arrangement, composition, readjustment or similar debtor’s relief or seeking or consenting to or acquiescing in the appointment of a Trustee or Receiver for all or substantially all of Maker’s properties or shall be adjudicated a bankrupt or shall suffer the appointment of such a Receiver or Trustee then, in any such event the Payee of this Note shall have the option to declare the balance of this Note and all interest accrued thereon at once mature and due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Maker.

Each signer, endorser, surety or guarantor hereon or hereof, if any, is and shall be primarily liable to the Payee hereof, jointly and severally with Maker, and Maker and each such signer, endorser, surety, and guarantor, if any, hereby expressly and severally waives all notices, demands, presentments for payment, notices of nonpayment, protests and notices of protest, and diligence in collecting and agree (i) that the Payee of this Note may at any time and from time to time, extend the date of maturity of all or any part hereof and (ii) to any substitution, exchange or release of any security now or hereafter given for this Note or the release of any party primarily or secondarily liable hereon.

It is the intention of the parties hereto to comply with the usury laws of the State of Texas; accordingly, it is agreed that notwithstanding any provision to the contrary in this Note, or in any documents securing payment hereof, if any, or otherwise relating hereto, no such provision shall require the payment or permit the collection of interest in excess of the maximum permitted by law.  If any excess of interest in such respect is provided for, or shall be adjudicated to be so provided for, in this Note or in any of the documents securing payment hereof or otherwise relating hereto, then in such event, (a) the provisions of this paragraph shall govern and control; (b) neither the Maker hereof nor the Maker’s legal representatives, successors or assigns nor any other party liable for the payment hereof shall be obligated to pay the amount of such interest to the extent that it is in excess of the maximum amount permitted by law; (c) any such excess which my have been collected shall be, at the Payee’s option, either applied as a credit against the then unpaid principal amount hereof or refunded to the Maker, and (d) the effective rate of interest shall be automatically reduced to the maximum lawful contract rate allowed under the usury laws of the State of Texas as now or hereafter construed by the courts having jurisdiction.

Noteholder’s Right to Convert this Note into Common Stock .  At any time during the term of this Note, subject to Maker’s right to prepay, as set forth below, Payee may elect to convert all or any portion of the entire principal amount due and owing hereunder into shares of common stock of the Maker in an amount equal to a price of $0.50 USD per share or shares.  This Note is convertible for any amount up to the full principal amount of this Note.

Noteholder may at any time or from time to time after the date of this Note and prior to maturity, elect to exercise its right to convert all or any portion of the principal amount due and owing under this Note into shares of common stock of the Company by delivering to Maker, at its office in Houston, Texas, (i) written notice of Noteholder’s election to exercise its right to convert any amount due and owing under this Note into shares of common stock of the Maker; and (ii) a release or partial release of this Note, equal to the amount being converted into common stock in the form and manner prescribed by Maker.  Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) days thereafter, execute or cause to be executed and delivered to Noteholder or Noteholder’s designee (i) the certificate or certificates representing shares of Common Stock of the Company, and; (ii) in the event that the Noteholder elects to convert 50% or more of the principal amount due and owing hereunder into common stock, a Warrant representing the right to purchase additional shares of Common Stock of the Company as set forth below, and (iii) accrued but unpaid interest remaining under this Note, up to and including the date of Noteholder’s aforesaid notice of election to convert all or any portion of this Note into Common Stock.

Noteholder’s Right to Receive Warrant Conditional Upon Conversion of 50% of Principal into Common Stock .  In addition to the certificate or certificates representing the shares delivered to Noteholder upon conversion into Common Stock as aforesaid, and as further consideration therefor, the Company shall also deliver that certain Warrant, in the form attached hereto, evidencing Noteholder’s rights to purchase an additional 30,000 shares of common stock of the Company, upon the terms and conditions set forth therein.  If, at any time during the term of this Note, Noteholder elects not to convert at least 50% of the principal amount due and owing hereunder into Common Stock of the Maker, according to the provisions hereof, any and all rights of Noteholder to receive such Warrant, which are conditional upon Noteholder electing to convert a minimum of 50% of the principal amount of this Note into Common Stock, shall terminate and Noteholder shall have no further rights to receive such Warrant, nor shall Maker be obligated to issue such Warrant.

Upon conversion as aforesaid, the stock certificate or certificates and the Warrant so delivered shall be registered in the name of Noteholder or Noteholder’s designee.  To the extent of the amount which Noteholder elects to convert to common stock hereunder, this Note shall be deemed to have been paid and such certificate or certificates and, if Noteholder elects to convert 50% of the principal amount due hereunder, the Warrant shall be deemed to have been issued, and the Noteholder shall be deemed to have become a holder of record for all purposes, as of the date on which said notice, together with the release or partial release of this Note and such other documentation evidencing its payment, either partially or in full, is received by the Company as aforesaid.

Notice of Certain Corporate Action .  During the term of this Note, in case the Company shall propose (a) to pay any dividend payable in stock of any class to the holders of its Common Stock or to make any other distribution to the holders of its Common Stock or (b) to offer to the holders of its Commons Stock rights to subscribe for or to purchase any Additional Shares of Common Stock or shares of stock of any class or any other securities, or (c) to effect any reclassification of its Common Stock (other than a reclassification involving only the subdivision or combination of outstanding shares of Common Stock), or (d) to effect any capital reorganization, or (e) to effect any consolidation, merger or sale, transfer or other disposition or (f) to effect the liquidation, dissolution or winding up of the Company, then in each such case, the Company shall give to the Noteholder, in accordance with the notice provisions herein, a notice of such proposed action, which shall specify the date on which a record is to be taken for the purposes of such stock dividend, distribution or rights, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, disposition, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall also set forth such facts with respect thereto and shall be reasonably necessary to indicate the effect of such action on the Common Stock and the right of Noteholder to elect to convert this Note to Common Stock, as set forth herein.

Noteholder Not Deemed a Stockholder ,  Unless and until Noteholder elects to convert this Note into common stock as set forth herein, Noteholder shall not be entitled to vote or receive dividends or be deemed the holder of Common Stock of the Company for any purpose (other than to the extent that Holder may previously own shares of Common Stock of the Company, prior to or exclusive from the conversion of this Note), nor shall anything contained in this Note be construed to confer upon the Noteholder any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate actions (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance of record to the Noteholder of the Common Stock which it is then entitled to receive upon the due exercise of its right to convert this Note, as aforesaid.  In the event that a meeting of stockholders shall be called to consider and take action on a proposal for the voluntary dissolution of the Company, other than in connection with a consolidation, merger or sale of all or substantially all of its property, assets, business and goodwill as an entirety, then and in that event the Company shall cause a notice thereof to be sent by first class mail, postage prepaid, at least 20 days prior to the date fixed as a record date or the date of closing the transfer books in relation to such meeting, to the Noteholder; but failure to mail or to receive such notice or any defect therein or in the mailing thereof shall not affect the validity of any action taken in connection with such voluntary dissolution.

Maker’s Right of Prepayment Without Penalty .  It is agreed and understood by Noteholder that Maker reserves the right and option at any time after the date hereof and during the term of this Note to prepay the principal and interest hereunder without penalty.  In the event that Maker shall so elect, Maker shall give Noteholder written notice thereof in accordance with the notice provisions below, in order that Noteholder may have an opportunity to exercise its right to convert this Note into Common Stock, as set forth above.  Noteholder shall have ten (10) days from the date that such notice of intention to prepay is provided by Maker, to elect to exercise Noteholder’s right to convert this Note into Common Stock.  In the event that Noteholder shall notify Maker of Noteholder’s election not to convert this Note into Common Stock, such right, including the right to receive the Warrant upon conversion, as described herein, shall terminate and be of no further force and effect whatsoever.  Should Noteholder fail to notify Maker within ten (10) days of its decision of whether or not to convert into Common Stock under this section, such failure shall be deemed for all purposes as an election not to convert this Note into Common Stock.  Noteholder shall then be entitled to payment in full of principal and accrued interest up to and including the date of such payment.

No Restrictions on Assignability .  This Note, including the rights, benefits and obligations of Noteholder hereunder may be freely transferred or assigned by Noteholder, in its discretion, without restriction.  Upon receiving notice of such transfer, in accordance with the notice provisions hereof, Maker agrees to be bound by any such transfer or assignment.

Notices . Any notice, demand or delivery pursuant to the provisions hereof shall be sufficiently given or made if sent by first class mail, postage prepaid, or by facsimile, addressed to Noteholder at the address set forth hereinabove, unless otherwise provided by Noteholder in writing to the Company, or except as herein otherwise expressly provided, to the Company, at 4600 Post Oak Place #352, Houston, Texas 77027, or such other address as shall have been furnished to the party giving or making such notice, demand or delivery.

No. __

WARRANT

to Purchase Common Stock of

Omnimmune Corp.

Expiring on __________

ARTICLE I

EXERCISE OF WARRANTS

1.1   Method of Exercise .  The Warrants represented hereby may be exercised by the holder hereof, in whole or in part, at any time and from time to time on or after the date hereof until 5:00 p.m., Houston, Texas time, on _____________.  To exercise the Warrants, the holder hereof shall deliver to the Company, at the Warrant Office designated in Section 2.1 hereof, (i) a written notice in the form of the Subscription Notice attached as an exhibit hereto, stating therein the election of such holder to exercise the Warrants in the manner provided in the Subscription Notice; (ii) payment in full of the Exercise Price (A) in cash or by bank check for all Warrant Shares purchased hereunder, or (B) through a "cashless" or "net-issue" exercise of each such Warrant ("Cashless Exercise"); the holder shall exchange each Warrant subject to a Cashless Exercise for that number of Warrant Shares determined by multiplying the number of Warrant Shares issuable hereunder by a fraction, the numerator of which shall be the difference between (x) the Market Price and (y) the Exercise Price for each such Warrant, and the denominator of which shall be the Market Price; the Subscription Notice shall set forth the calculation upon which the Cashless Exercise is based, or (C) a combination of (A) and (B) above and (iii) this Warrant.  The Warrants shall be deemed to be exercised on the date of receipt by the Company of the Subscription Notice, accompanied by payment for the Warrant Shares and surrender of this Warrant, as aforesaid, and such date is referred to herein as the "Exercise Date".  Upon such exercise, the Company shall, as promptly as practicable and in any event within ten (10) business days, issue and deliver to such holder a certificate or certificates for the full number of the Warrant Shares purchased by such holder hereunder, and shall, unless the Warrants have expired, deliver to the holder hereof a new Warrant representing the number of Warrants, if any, that shall not have been exercised, in all other respects identical to this Warrant.  As permitted by applicable law, the Person in whose name the certificates for Common Stock are to be issued shall be deemed to have become a holder of record of such Common Stock on the Exercise Date and shall be entitled to all of the benefits of such holder on the Exercise Date, including without limitation, the right to receive dividends and other distributions for which the record date falls on or after the Exercise Date and the right to exercise voting rights.

1.2   Expenses and Taxes .  The Company shall pay all expenses and taxes