many antiseptics, including Betadine, hydrogen peroxide and Dakins solution, are toxic, can destroy human cells and tissue, may cause allergic reactions and can impede the wound healing process

Exhibit 4.7

FORM OF PROMISSORY NOTE

[Note No. X-XXX]

$		,200___
		San Jose, California

     The undersigned (“Borrower”) promises to pay to the order of VENTURE LENDING & LEASING III, INC., a Maryland corporation (“Lender”), at its office at 2010 North First Street, Suite 310, San Jose, California 95131, or at such other place as Lender may designate in writing, in lawful money of the United States of America, the principal sum of                                                              Dollars ($                    ), with Basic Interest thereon (except as otherwise provided herein) from the date hereof until maturity, whether scheduled or accelerated, at a fixed rate per annum equal to [ the Prime Rate on the Business Day Lender prepares the Note plus 5.797%, but in no event less than 9.797%; (the “Designated Rate”) [, and a Terminal Payment in the sum of           [5.00% of face amount]       Dollars ($                    ) payable on the Maturity Date.]

          This Note is one of the Notes referred to in, and is entitled to all the benefits of, a Loan and Security Agreement dated as of March___, 2004, between Borrower and Lender (the “Loan Agreement”). Each capitalized term not otherwise defined herein shall have the meaning set forth in the Loan Agreement. The Loan Agreement contains provisions for the acceleration of the maturity of this Note upon the happening of certain stated events.

     Principal of and interest on this Note shall be payable as follows:

     On the Borrowing Date, Borrower shall pay (i) interest at the Designated Rate on the outstanding principal balance of this Note for the period from the Borrowing Date through [the last day of the same month]___; and (ii) a first (1^st) amortization installment of principal and Basic Interest at the Designated Rate in the amount of                                         , in advance for the month of [first full month after Borrowing Date] and (iii) a thirty-third (33rd) amortization installment of principal and Basic Interest at the Designated Rate in the amount of $                     , in advance for the month of      [date of last regular amortization payment]     .

     Commencing on the first day of the second full month after the Borrowing Date, and continuing on the first day of each consecutive month thereafter, principal and Basic Interest at the Designated Rate shall be payable, in advance, in thirty(30) equal consecutive installments of                                                              Dollars ($                     ) each, with a thirty-first (31^st) installment equal to the entire unpaid principal balance and accrued Basic Interest at the Designated Rate on                     , 200___. The Terminal Payment and unpaid expenses, fees, interest and principal amount shall be due and payable on      [one month later]     , 200___.]

     This Note may be voluntarily prepaid only as permitted under Section 2 of Part 2 of the Supplement to the Loan Agreement.

     Any unpaid payments of principal or interest on this Note shall bear interest from their respective maturities, whether scheduled or accelerated, at a rate per annum equal to the Default Rate. Borrower shall pay such interest on demand.

     Interest, charges and fees shall be calculated for actual days elapsed on the basis of a 360-day year, which results in higher interest, charge or fee payments than if a 365-day year were used. In no event shall Borrower be obligated to pay interest, charges or fees at a rate in excess of the highest rate permitted by applicable law from time to time in effect.

     If Borrower is late in making any payment under this Note by more than five (5) days, Borrower agrees to pay a “late charge” of five percent (5%) of the installment due, but not less than fifty dollars ($50.00) for any one such delinquent payment. This late charge may be charged by Lender for the purpose of defraying the expenses incidental to the handling of such delinquent amounts. Borrower acknowledges that such late charge represents a reasonable sum considering all of the circumstances existing on the date of this Note and represents a fair and reasonable estimate of the costs that will be sustained by Lender due to the failure of Borrower to make timely payments. Borrower further agrees that proof of actual damages would be costly and inconvenient. Such late charge shall be paid without prejudice to the right of Lender to collect any other amounts provided to be paid or to declare a default under this Note or any of the other Loan Documents or from exercising any other rights and remedies of Lender.

     This Note shall be governed by, and construed in accordance with, the laws of the State of California.

		OCULUS INNOVATIVE SCIENCES, INC.
		By:
		Name:
		Its: