EXHIBIT 10.41 This Note has not been registered under the Securities Act of 1933, as amended (the "Act"), and is not a "restricted security," as that term is defined in Rule 144 under the Act. This Note may not be offered for sale, sold, or otherwise...

                                                                   EXHIBIT 10.41

This Note has not been registered under the Securities Act of 1933, as amended
(the "Act"), and is not a "restricted security," as that term is defined in Rule
144 under the Act. This Note may not be offered for sale, sold, or otherwise
transferred except pursuant to an effective Registration Statement under the
Act, or pursuant to an exemption from registration under the Act, the
availability of which is to be established to the satisfaction of the Borrower.

                         SUBORDINATED PROMISSORY NOTE

$650,000                                             Date: November 17, 1999
                                                     Due:  April 15, 2000

FOR VALUE RECEIVED, Bactolac Pharmaceutical Inc., a New York corporation ("BPI")
hereby promises to pay to the order of Xxxxxx Xxxxx ("Reddy") at 00 Xxxxxxxx,
Xxxxxxxx, Xxx Xxxx 00000 or such other place of payment as Reddy may specify
from time to time in writing, in lawful money of the United States of America,
the principal amount of Six Hundred Fifty Thousand And 00/100 Dollars ($650,000)
together with interest at seven percent (7%) per annum from the date of this
Subordinated Promissory Note (the "Note") payable on April 15, 2000:

Payments shall be applied first to accrued interest and then to unpaid
principal. Interest shall be computed on the basis of a year consisting of
twelve months of thirty days each. Prepayment may be made without penalty or
premium.

THIS NOTE IS EXPRESSLY SUBJECT TO THE TERMS OF THAT CERTAIN CREDITOR AND
SUBORDINATION AGREEMENT BY AND AMONG BPI, REDDY AND GENERAL ELECTRIC CAPITAL
CORPORATION (THE "SENIORLENDER") FOR THE BENEFIT OF SENIORLENDER. IN THE EVENT
OF ANY CONTRADICTION OR INCONSISTENCY BETWEEN THIS NOTE AND THE CREDITOR AND
SUBORDINATION AGREEMENT, THE TERMS OF THE CREDITOR AND SUBORDINATION AGREEMENT
SHALL CONTROL.

BPI waives presentment and demand for payment, notice of dishonor, protest and
notice and protest and any other notice as permitted under the UCC or any
applicable law.

                            BACTOLAC PHARMACEUTICAL INC.

                            00 Xxxxxxxx
                            Xxxxxxxx, Xxx Xxxx 00000

                            Signature:  _______________________________________

                            Print Name: _______________________________________

                            Title:      _______________________________________