<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>5
<FILENAME>biomerica_10qex99-3.txt
<TEXT>

<PAGE>

Exhibit 99.3

                      AMENDED AND RESTATED PROMISSORY NOTE



$313,318.00                     March 19, 2004                Irvine, California


Maturity Date: September 1, 2004 (see Section 4 below).

         1. FOR VALUE RECEIVED, BIOMERICA, INC., a Delaware corporation
("BORROWER") promise to pay to the order of JANET MOORE, as Trustee of the JANET
MOORE TRUST DATED AUGUST 21, 1998 ("LENDER"), the principal sum of Three Hundred
Thirteen Thousand Three Hundred Eighteen Dollars ($313,318.00) (as amended,
restated, renewed, extended or otherwise modified from time to time, the
"NOTE"), plus interest as specified in this Note. This Note evidences a loan
(the "LOAN") from Lender to Borrower, which Loan is subject to the terms and
conditions of that certain Loan Modification, Forbearance and Security Agreement
of even date herewith between Borrower and Lender (as amended, restated or
otherwise modified from time to time, the "AGREEMENT").

         2. This Note is secured as described in the Agreement..

         3. The principal sum outstanding from time to time under this Note
shall bear interest at the rate of eight percent (8%) per annum. Interest shall
be calculated on the basis of the actual days elapsed.

         4. The entire principal balance of this Note, together with all accrued
and unpaid interest, shall be due and payable on September 1, 2004 (the
"Maturity Date"). The Agreement contains provisions for the acceleration of the
maturity of this Note.

         5. Borrower may prepay some or all of the principal under this Note,
together with accrued interest thereon, without premium or penalty.

         6. From and after the occurrence of an "Event of Default" as defined
below, all sums owing on this Note (including all unpaid principal, accrued
interest and any other sums outstanding hereunder), at the option of Lender,
shall bear interest until paid in full at an annual rate (the "DEFAULT RATE") of
twelve percent (12%). Compounding of interest may result if outstanding interest
hereunder accrues interest at the Default Rate.

         7. From and after maturity of this Note (whether upon scheduled
maturity, by acceleration or otherwise), all sums then due and payable under
this Note, including all unpaid principal, accrued interest and any other sums
outstanding hereunder, shall bear interest until paid in full at the Default
Rate.

         8. If any of the following "EVENTS OF DEFAULT" occur, all sums of
principal and interest under this Note shall become immediately due and payable
without notice of default, presentment or demand for payment, protest or notice
of nonpayment or dishonor, or other notices or demands of any kind or character:

                                       1
<PAGE>

                  (a) Borrower fails to perform any obligation under this Note
to pay principal or interest, and does not cure that failure within five (5)
days after the date when due; or

                  (b) Borrower fails to perform any other obligation under this
Note to pay money, and does not cure that failure within fourteen (14) days
after written notice from Lender; or

                  (c) Borrower fails to perform any other covenant or agreement
under this Note as and when due, and does not cure that failure within
twenty-one (21) days after written notice from Lender; or

                  (d) Under the Agreement, an Event of Default (as defined
therein) occurs.

         9. It shall be an "Event of Default" under this Note if Borrower
becomes the subject of any bankruptcy or other voluntary or involuntary
proceeding, in or out of court, for the adjustment of debtor-creditor
relationships ("INSOLVENCY PROCEEDING"). If that happens, all sums of principal
and interest under this Note shall automatically become immediately due and
payable without notice of default, presentment or demand for payment, protest or
notice of nonpayment or dishonor, or other notices or demands of any kind or
character.

         10. Unless Lender provides subsequent written instructions to Borrower,
all amounts payable under this Note are payable in lawful money of the United
States at the following address:

                                 c/o Janet Moore
                                 (confidential)

         11. If any lawsuit, reference or arbitration is commenced which arises
out of or relates to this Note, the Agreement or the Loan, the prevailing party
shall be entitled to recover from each other party such sums as the court,
referee or arbitrator may adjudge to be reasonable attorneys' fees in the
action, reference or arbitration, in addition to costs and expenses otherwise
allowed by law. Following an Event of Default, including any matter arising out
of or relating to any Insolvency Proceeding, Borrower agrees to pay all of
Lender's costs and expenses, including attorneys' fees, which may be incurred in
enforcing or protecting Lender's rights or interests. From the time(s) incurred
until paid in full to Lender, all such sums shall bear interest at the Default
Rate.

         12. This Note is governed by the laws of the State of California,
without regard to the choice of law rules of that State.

         13. Borrower agrees that the holder of this Note may accept additional
or substitute security for this Note, or release any security or any party
liable for this Note, or extend or renew this Note, all without notice to
Borrower and without affecting the liability of Borrower.

                                       2
<PAGE>

         14. If Lender delays in exercising or fails to exercise any of its
rights under this Note, that delay or failure shall not constitute a waiver of
any of Lender's rights, or of any breach, default or failure of condition of or
under this Note. No waiver by Lender of any of Lender's rights, or of any such
breach, default or failure of condition shall be effective, unless the waiver is
expressly stated in a writing signed by Lender. All of Lender's remedies in
connection with this Note or under applicable law shall be cumulative, and
Lender's exercise of any one or more of those remedies shall not constitute an
election of remedies.

         15. This Note inures to and binds the heirs, legal representatives,
successors and assigns of Borrower and Lender; provided, however, that Borrower
may not assign this Note or the Loan, or assign or delegate any of its rights or
obligations, without the prior written consent of Lender in each instance.
Lender in Lender's sole and absolute discretion may, at any time, sell,
transfer, or assign this Note and the Agreement, and any and all servicing
rights with respect thereto. If Lender so requests, Borrower shall sign and
deliver a new note under the same terms and conditions to be issued in exchange
for this Note.

         16. As used in this Note, the terms "Lender," "holder" and "holder of
this Note" are interchangeable. As used in this Note, the word "include(s)"
means "include(s), without limitation," and the word "including" means
"including, but not limited to."

         17. It is expressly stipulated and agreed to be the intent of Borrower
and Lender at all times to comply with applicable state law or applicable United
States federal law (to the extent that it permits Lender to contract for,
charge, take, reserve, or receive a greater amount of interest than under state
law) and that this Section shall control every other covenant and agreement in
this Note and the Agreement. If applicable state or federal law should at any
time be judicially interpreted so as to render usurious any amount called for
under this Note or under the Agreement, or contracted for, charged, taken,
reserved, or received with respect to the Loan, or if Lender's exercise of the
option to accelerate the maturity date, or if any prepayment by Borrower results
in Borrower having paid any interest in excess of that permitted by applicable
law, then it is Lender's express intent that all excess amounts theretofore
collected by Lender shall be credited on the principal balance of this Note and
all other indebtedness and the provisions of this Note and the Agreement shall
immediately be deemed reformed and the amounts thereafter collectible hereunder
and thereunder reduced, without the necessity of the execution of any new
documents, so as to comply with the applicable law, but so as to permit the
recovery of the fullest amount otherwise called for hereunder or thereunder. All
sums paid or agreed to be paid to Lender for the use, forbearance, or detention
of the Loan shall, to the extent permitted by applicable law, be amortized,
prorated, allocated, and spread throughout the full stated term of the Loan
until payment in full so that the rate or amount of interest on account of the
Loan does not exceed the maximum lawful rate from time to time in effect and
applicable to the Loan for so long as the Loan is outstanding.

         18. This Note is an amendment and restatement of any and all promissory
notes executed by Borrower in favor of Lender in connection with the Loan.

                                       3
<PAGE>



         IN WITNESS WHEREOF, Borrower has executed this Note as of the date
first above written.



                                           Borrower:


                                           BIOMERICA, INC.,
                                           a Delaware corporation
                                           By:__________________________________
                                           Name: _______________________________
                                           Title: ______________________________

                                       4



</TEXT>
</DOCUMENT>
