Promissory Note (unsecured) In Favor of Robert Gipson Dated August 8, 2006

PROMISSORY NOTE


$3.0 MILLION AUGUST 8, 2006


FOR VALUE RECEIVED, Boston Life Sciences, Inc., a Delaware corporation ("Maker"), hereby unconditionally promises to pay to the order of Robert Gipson ("Lender"), in lawful money of the United States of America and in immediately available funds, the principal sum of Three Million Dollars ($3,000,000), or, if less, the aggregate unpaid principal amount of all Advances (defined in Section 1 below) (the "Loan"), together with accrued and unpaid interest thereon, each due and payable on the dates and in the manner set forth below.


1. ADVANCES. From time to time prior to the Maturity Date (defined in Section 2 below), and so long as no Event of Default exists, the Lender shall make advances (the "Advances") to the Maker, and the Maker may borrow funds from the Lender hereunder, provided that the aggregate principal amount of all Advances shall in no event exceed $3,000,000. Each request for an Advance shall be made by the Maker in writing, delivered to the Lender at least seven (7) business days prior the requested date of such Advance and shall specify the date of such Advance, and the amount of such Advance. Each Advance shall be in the minimum amount of $1,000,000. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Advance and the date and amount of each principal payment hereunder, provided, however, that any failure to so record any Advance or Payment shall not in any manner affect the obligation of the Maker to repay any Advance in accordance with the terms hereof.


2. PRINCIPAL REPAYMENT. The outstanding principal amount of the Loan shall be due and payable on the earliest to occur of (i) December 31, 2007, (ii) the date on which the Maker consummates an equity financing in which the aggregate gross proceeds to the Maker total at least $10,000,000 and (iii) the date on which the Lender declares an Event of Default (as defined in Section 8 below) to have occurred (the first of the events set forth in Section 2(i), 2(ii) and 2(iii) to occur being referred to herein as the "Maturity Date"). This Note may be prepaid in whole or in part at any time without premium or penalty.


3. INTEREST RATE AND PAYMENTS. Interest shall accrue on each Advance from the date of such Advance and all unpaid interest shall be due and payable on the Maturity Date. The Maker promises to pay interest on the outstanding principal amount of each Advance from the date of such Advance until payment in full of such Advance at a per annum interest rate equal to (i) nine percent (9%) from the date hereof to the Maturity Date, (ii) from and after the Maturity Date, or during the continuance of an Event of Default (as defined below), at the rate set forth in clause (i) plus two percent (2%), or (iii) if less than the rates applicable under both clauses (i) and (ii), the maximum rate permissible by law. Interest shall be calculated on the basis of a 360-day year for the actual number of days elapsed.


4. PLACE OF PAYMENT. All amounts payable hereunder shall be payable in immediately available funds at the office of the Lender, c/o Ingalls & Snyder, 61 Broadway, New York, NY, unless another place of payment shall be specified in writing by the Lender.


Promissory Note
Dated August 8, 2006


5. APPLICATION OF PAYMENTS. Payment on this Note shall be applied first to costs and expenses due hereunder, if any, then to accrued interest, and thereafter to the outstanding principal balance hereof. Any principal repayment or interest payment hereunder not paid when due, whether at stated maturity, by acceleration or otherwise, shall bear interest at the rate set forth in clause (ii) of Section 2 hereof (or, if such rate exceeds the maximum rate permitted by law, then at such maximum rate permitted by law) until paid in full.


6. REPRESENTATIONS AND WARRANTIES. The Maker represents and warrants to the Lender that:


(a) the Maker is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation and is duly qualified and in good standing in every other jurisdiction where the nature of its business or the location or ownership of its properties requires such qualification and where the failure to be so qualified would reasonably be expected to have a material adverse effect on the Maker's business, operations, properties, assets or condition (financial or otherwise);


(b) the Maker has the full corporate power and authority to execute and deliver this Note and to perform all of the obligations hereunder, and all necessary corporate action has been taken to execute and deliver this Note and to make the borrowings hereunder;


(c) this Note constitutes the legal, valid, and binding obligations of the Maker, enforceable against the Maker in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization or similar laws generally affecting the enforcement of the rights of creditors; and


(d) the execution, delivery and performance by the Maker of this Note does not (i) violate any provisions of the Maker's Certificate of Incorporation, as amended, bylaws, as amended, or any contract, agreement, law, regulation, order, decree or writ to which the Maker or any of its properties are subject or (ii) require the consent or approval of any person, entity or authority, including, without limitation, any regulatory authority or governmental body of the United States of America or any state thereof or any political subdivision of any of the foregoing.


7. NEGATIVE COVENANTS. So long as any principal and interest remains outstanding under this Note, the Maker shall not:


(a) create, incur, assume, guaranty, become liable with respect to (contingently or otherwise), or permit to be outstanding any indebtedness for money borrowed (including, without lim ...