PROMISSORY NOTE

------------------------------ -------------------------------------------------
Number:                        01
Principal Sum:                 $250,030
Issuer:                        Universal Alliance, Inc. ("UAI")
Payee:                         Bio-American Capital Corporation
Issue Date:                    December 4, 1998
Repayment Date:                Principal and interest to be paid the earlier of
                               December 4, 1999, or from the proceeds raised
Interest rate:                 Twelve Percent (12%) annually

------------------------------ -------------------------------------------------

FOR VALUE RECEIVED, the Issuer promises to pay the Principal Sum to the order of
Payee at Payee's Address on the Repayment Date with interest thereon at the rate
set out above.  This Note is given to evidence  an advance  made by the Payee to
Cendant  Corporation  ("Cendant"),  on behalf of the Issuer, on the terms herein
and in accordance  with the Preferred  Alliance  Agreement  dated  September 30,
1998, between Cendant and Issuer.

The Issuer will also grant the Payee the option to purchase 50,000 shares of UAI
Common Stock at price of $5.00 per share.

In case the Principal Sum and Interest Payment shall not be paid when due on the
due  date,  the  Issuer  further  promises  to pay all costs of  collection  and
reasonable attorney's fees on a full indemnity basis.

Any  notice,  demand  election  or other  communication  permitted  or  required
hereunder shall be in writing and sufficiency served if delivered  personally or
it sent by facsimile,  e-mail or U.S. mail or any  equivalent or better means of
delivery  to the  addressee  at its  address  appearing  hereon or at such other
address as may from time to time be  notified  in writing to the sender and such
notice,  demand or other  document shall be deemed to have been delivered at the
time of delivery or, if service is effected in any other manner as aforesaid, at
the time when it would in the ordinary course be delivered.

This Note shall be governed by and construed in accordance  with the laws of the
State of California which shall be the forum of any proceeding.

The Issuer hereby waives presentment,  demand for payment and protest, notice of
protest,  demand, dishonor and non-payment,  and all other notices or demands in
connection  with  the  delivery,  acceptance,  performance,  default,  under  or
enforcement of this Note.

No delay or omission by the Payee in  exercising or enforcing any of the Payee's
rights or remedies under this Note shall constitute a waiver thereof,  nor shall
a waiver by the Payee of any default under this Note  constitute a waiver of any
other  default  under  the same or any  other  provision  hereof.  No  waiver or
modification  of any of the terms of this Note shall be valid and binding unless
set forth in writing signed by the Payee of this Note.

In the  event  that any  provision  of this Note  becomes  or is  declared  by a
decision-maker of competent  jurisdiction to be illegal,  unenforceable or void,
this Note  shall  continue  in full  force and effect  without  said  provision;
provided that no such severability  shall be effective if it materially  changes
the economic benefit of this Note to any party.

/s/James R. Wheeler
----------------------
James R. Wheeler
Universal Alliance, Inc.

<PAGE>

                                 PROMISSORY NOTE

----------------------------- --------------------------------------------------
Number:                       02
Principal Sum:                $50,000
Issuer:                       Universal Alliance, Inc. ("UAI")
Payee:                        Bio-American Capital Corporation
Issue Date:                   December 12 1998
Repayment Date:               Principal and interest to be paid the earlier of
                              December 12, 1999, or from the proceeds raised
Interest rate:                Twelve Percent (12%) annually

----------------------------- --------------------------------------------------

FOR VALUE RECEIVED, the Issuer promises to pay the Principal Sum to the order of
Payee at Payee's Address on the Repayment Date with interest thereon at the rate
set out above.  This Note is given to evidence  an advance  made by the Payee to
the Issuer on the terms herein.

The Issuer will also grant the Payee the option to purchase 10,000 shares of UAI
Common Stock at price of $5.00 per share.

In case the Principal Sum and Interest Payment shall not be paid when due on the
due  date,  the  Issuer  further  promises  to pay all costs of  collection  and
reasonable attorney's fees on a full indemnity basis.

Any  notice,  demand  election  or other  communication  permitted  or  required
hereunder shall be in writing and sufficiency served if delivered  personally or
it sent by facsimile,  e-mail or U.S. mail or any  equivalent or better means of
delivery  to the  addressee  at its  address  appearing  hereon or at such other
address as may from time to time be  notified  in writing to the sender and such
notice,  demand or other  document shall be deemed to have been delivered at the
time of delivery or, if service is effected in any other manner as aforesaid, at
the time when it would in the ordinary course be delivered.

This Note shall be governed by and construed in accordance  with the laws of the
State of California which shall be the forum of any proceeding.

The Issuer hereby waives presentment,  demand for payment and protest, notice of
protest,  demand, dishonor and non-payment,  and all other notices or demands in
connection  with  the  delivery,  acceptance,  performance,  default,  under  or
enforcement of this Note.

No delay or omission by the Payee in  exercising or enforcing any of the Payee's
rights or remedies under this Note shall constitute a waiver thereof,  nor shall
a waiver by the Payee of any default under this Note  constitute a waiver of any
other  default  under  the same or any  other  provision  hereof.  No  waiver or
modification  of any of the terms of this Note shall be valid and binding unless
set forth in writing signed by the Payee of this Note.

In the  event  that any  provision  of this Note  becomes  or is  declared  by a
decision-maker of competent  jurisdiction to be illegal,  unenforceable or void,
this Note  shall  continue  in full  force and effect  without  said  provision;
provided that no such severability  shall be effective if it materially  changes
the economic benefit of this Note to any party.

/s/James R. Wheeler
----------------------
James R. Wheeler
Universal Alliance, Inc.

<PAGE>


                                 PROMISSORY NOTE

----------------------------- --------------------------------------------------
Number:                       03
Principal Sum:                $150,030
Issuer:                       Universal Alliance, Inc. ("UAI")
Payee:                        Bio-American Capital Corporation
Issue Date:                   December 17, 1998
Repayment Date:               Principal and interest to be paid the earlier of
                              December 17, 1999, or from the proceeds raised
Interest rate:                Twelve Percent (12%) annually

----------------------------- --------------------------------------------------

FOR VALUE RECEIVED, the Issuer promises to pay the Principal Sum to the order of
Payee at Payee's Address on the Repayment Date with interest thereon at the rate
set out above.  This Note is given to evidence  an advance  made by the Payee to
Cendant  Corporation  ("Cendant"),  on behalf of the Issuer, on the terms herein
and in accordance  with the Preferred  Alliance  Agreement  dated  September 30,
1998, between Cendant and Issuer.

The Issuer will also grant the Payee the option to purchase 30,000 shares of UAI
Common Stock at price of $5.00 per share.

In case the Principal Sum and Interest Payment shall not be paid when due on the
due  date,  the  Issuer  further  promises  to pay all costs of  collection  and
reasonable attorney's fees on a full indemnity basis.

Any  notice,  demand  election  or other  communication  permitted  or  required
hereunder shall be in writing and sufficiency served if delivered  personally or
it sent by facsimile,  e-mail or U.S. mail or any  equivalent or better means of
delivery  to the  addressee  at its  address  appearing  hereon or at such other
address as may from time to time be  notified  in writing to the sender and such
notice,  demand or other  document shall be deemed to have been delivered at the
time of delivery or, if service is effected in any other manner as aforesaid, at
the time when it would in the ordinary course be delivered.

This Note shall be governed by and construed in accordance  with the laws of the
State of California which shall be the forum of any proceeding.

The Issuer hereby waives presentment,  demand for payment and protest, notice of
protest,  demand, dishonor and non-payment,  and all other notices or demands in
connection  with  the  delivery,  acceptance,  performance,  default,  under  or
enforcement of this Note.

No delay or omission by the Payee in  exercising or enforcing any of the Payee's
rights or remedies under this Note shall constitute a waiver thereof,  nor shall
a waiver by the Payee of any default under this Note  constitute a waiver of any
other  default  under  the same or any  other  provision  hereof.  No  waiver or
modification  of any of the terms of this Note shall be valid and binding unless
set forth in writing signed by the Payee of this Note.

In the  event  that any  provision  of this Note  becomes  or is  declared  by a
decision-maker of competent  jurisdiction to be illegal,  unenforceable or void,
this Note  shall  continue  in full  force and effect  without  said  provision;
provided that no such severability  shall be effective if it materially  changes
the economic benefit of this Note to any party.


/s/James R. Wheeler
----------------------
James R. Wheeler
Universal Alliance, Inc.