Form of Bridge Note

Exhibit 10.2




THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE TRANSFERRED WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, PURSUANT TO THAT CERTAIN NOTE AND WARRANT PURCHASE AGREEMENT, DATED AS OF ______, 2006 BY AND BETWEEN THE HOLDER HEREOF AND APPLIED NEUROSOLUTIONS, INC.



APPLIED NEUROSOLUTIONS, INC.



_____________ __, 2006 Vernon Hills, Illinois

No. APNS _________ $_________________





12% SENIOR UNSECURED PROMISSORY NOTE



APPLIED NEUROSOLUTIONS, INC., a Delaware corporation with an address at 50 Lakeview Parkway, Suite 111, Vernon Hills, Illinois 60061 (the "Maker"), for value received, hereby promises to pay to _______________________ (the "Holder") on or before _____________, 2006 [six months from date of note] (the "Maturity Date") the principal sum of $____________________ and interest (computed on the basis of a 360 day year of twelve months) on the outstanding principal sum hereof at the rate of 12% per annum from the date hereof until the Maturity Date. If an Event of Default (as defined below) pursuant to Section 3(a) hereof shall occur, then the outstanding principal balance of this Note shall bear interest (computed on the basis of a 360 day year of twelve months) at the rate of 15% per annum until such principal shall be paid in full. No interest shall accrue with respect to accrued but unpaid interest hereon.



Subject to the terms hereof, the principal and interest shall be payable on the Maturity Date in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts to the Holder at the office of the Maker as hereinafter set forth.



This Note shall be senior to all other indebtedness of Maker incurred after the date hereof.



This 12% Senior Unsecured Promissory Note (this "Note") is one of a series of Notes of the Maker in the aggregate principal amount of up to $ 1,000,000 (the "Aggregate Principal Amount") issued or to be issued in connection with a private placement (the "Offering") of the Maker of up to 20 units of its securities ("Units"), each Unit consisting of a Note in denominations of $50,000 per Note (collectively the "Notes") and warrants (the "Warrants") to purchase shares of Common Stock of the Maker ("Common Stock") all as described in the Note and Warrant Purchase Agreement dated as of the date hereof to which the Maker is a party (the "Subscription Agreement"). This Note shall rank pari passu with all of the other Notes issued by the Maker pursuant to one or more Subscription Agreements.



1. Non- Transferability of Note



This Note is non-negotiable. The Holder agrees that this Note may not be sold, transferred, pledged, hypothecated or otherwise disposed of.



2. Payment and Prepayment



The Maker may prepay all or any part of the principal sum hereof from time to time without penalty at its sole discretion, provided that any such principal prepayment shall be accompanied by all interest then accrued but unpaid and shall be made on a pro rata basis with all of the other Notes then outstanding. Notwithstanding anything herein or in the Subscription Agreement to the contrary, the Company shall pay or prepay, as the ca ...