Form Of 12% Unsecured Promissory Note

ABLE LABORATORIES, INC.


12% PROMISSORY NOTE


$____________ Needham, Massachusetts
June 14, 2002


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


On June 14, 2004 (the "Maturity Date"), for value received, the undersigned Able Laboratories, Inc., a Delaware corporation (the "Maker"), promises to pay to the order of ___________________ (the "Payee"), or the Payee's registered assigns, the principal sum of ____________________ United States Dollars ($____________) or such lesser amount as shall then equal the outstanding principal amount hereof, together with interest from the date of issuance of this Note on the unpaid principal balance at a rate equal to twelve percent (12%) per annum and computed on the basis of the actual number of days elapsed and a year of 365 days. This Note is issued pursuant to that certain Subscription Agreement, dated as of June 5, 2002 (the "Subscription Agreement"), by and among the Maker, the Payee and the other investors named therein ("Investors"), and each holder of this Note, by his acceptance hereof, agrees to be bound by the provisions of the Subscription Agreement. The Note is one of a series of Notes of like tenor issued pursuant to the Subscription Agreement in the aggregate principal amount of $2,300,000 (the "Notes").


1. INTEREST; PRINCIPAL AND PAYMENT


1.1 INTEREST. The Maker shall pay interest monthly on the outstanding principal amount of this Note from the date hereof until such principal amount is paid in full, at the rate of twelve percent (12%) per annum.


1.2 PRINCIPAL. The entire outstanding principal together with interest accrued on this Note shall be due and payable on the Maturity Date.
1.3 PREPAYMENT. Any portion or all of the outstanding principal may be prepaid at any time by the Maker by paying an amount equal to the amount to be prepaid together with interest accrued thereon through the date of prepayment plus an additional amount equal to the monthly interest payments which would have accrued thereon pursuant to paragraph 1.1 above from the date of prepayment to the Maturity Date, but for the prepayment.


2. DEFAULTS AND REMEDIES.


2.1 EVENTS OF DEFAULT. An "Event of Default" shall occur if:


(a) the Maker fails to make any payment of interest on this Note
when the same becomes due and payable and such failure continues for a
period of 30 days;


(b) the Maker defaults in the payment of principal on this Note
when the same becomes due and payable, at maturity or otherwise;


(c) the Maker fails to comply with any of the other agreements
contained in this Note, and the Default ...