TERM PROMISSORY NOTE

$100,000                                                      New York, New York
                                                               September 6, 1996


                                          

     FOR VALUE RECEIVED, the undersigned, MERIS LABORATORIES, INC., a California
corporation (the "Maker"),  hereby promises to pay to the order of Madeleine LLC
("Madeleine")  the principal sum of One Hundred Thousand  Dollars  ($100,000) on
September 6, 2001.

     Principal  is  payable  in  lawful  money  of  the  United  States  and  in
immediately available funds at the offices of Madeleine at 950 Third Avenue, New
York,  New York 10022,  or at such other place as Madeleine  shall  designate in
writing to the Maker.  If any amount payable  hereunder shall be due on a day on
which banks are required or  authorized to close in New York City (any other day
being a  "Business  Day"),  such  payment  may be made  on the  next  succeeding
Business  Day, and such  extension of time shall in such case be included in the
computation of interest payable hereon.

     This Note shall be immediately due and payable without presentment, demand,
protest or further notice of any kind, all of which are hereby expressly waived,
if (a) the Maker shall be  generally  not paying its debts as such debts  become
due, or shall  admit in writing its  inability  to pay its debts  generally,  or
shall make a general assignment for the benefit of creditors;  or any proceeding
shall be  instituted by or against the Maker seeking to adjudicate it a bankrupt
or insolvent, or seeking dissolution,  liquidation,  winding up, reorganization,
arrangement,  adjustment,  protection,  relief or composition of it or its debts
under any law relating to bankruptcy,  insolvency or reorganization or relief of
debtors,  or seeking  the entry of an order for relief or the  appointment  of a
receiver,  trustee, custodian or other similar official for the Maker or for any
substantial  part of its  property;  or the  Maker  shall  take  any  action  to
authorize  or effect any of the actions set forth above in this clause (a),  (b)
the Maker shall refinance its existing senior  indebtedness or (c) any person or
"group" (within the meaning of Section  13(d)(3) of the Securities  Exchange Act
of 1934, as amended) shall have acquired, directly or indirectly, the Maker, all
or substantially  all of its properties or assets or more than 50% of the shares
of the Maker's common stock then outstanding.

     The Maker may, at its option,  prepay this Note, in whole at any time or in
part from time to time,  without penalty or premium,  provided that each partial
prepayment  shall be in a  principal  amount  equal to  $10,000  or an  integral
multiple thereof.

     The  Maker  represents  and  warrants  as  follows:  (a)  the  Maker  is  a
corporation duly organized, validly existing and in good standing under the laws


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of California; (b) the execution,  delivery and performance by the Maker of this
Note are within the Maker's corporate  powers,  have been duly authorized by all
necessary  corporate  action,  and  do not contravene (i) the Maker's charter or
by-laws or (ii) any law or any contractual  restriction  binding on or affecting
the Maker,  (c) no authorization or approval or other action by, and  no  notice
to or filing with, any governmental authority or regulatory body is required for
the due execution,  delivery and  performance by the Maker of this Note; and (d)
this Note  constitutes  the  legal, valid and binding  obligation  of the Maker,
enforceable against the Maker in accordance with its terms.

     All  payments  made by the Maker  hereunder  will be made  without  setoff,
counterclaim or other defense. All such payments shall be made free and clear of
and without  deduction for any present or future  income,  stamp or other taxes,
levies,  imposts,  deductions,  charges,  fees,  withholding,   restrictions  or
conditions of any nature now or hereafter imposed, levied,  collected,  withheld
or  assessed  by any  jurisdiction  or by any  political  subdivision  or taxing
authority   thereof  or  therein,   and  all  interest,   penalties  or  similar
liabilities,  excluding  taxes on the  overall  net  income of  Madeleine  (such
non-excluded taxes are hereinafter  collectively referred to as the "Taxes"). If
the Maker shall be  required,  by law to deduct or to withhold any Taxes from or
in respect of any amount payable  hereunder,  {i) the amount so payable shall be
increased to the extent  necessary so that after making all required  deductions
and withholdings  (including  Taxes on amounts payable to Madeleine  pursuant to
this  sentence)  Madeleine  receives  an amount  equal to the sum it would  have
received had no such deductions or withholdings  been made, (ii) the Maker shall
make such  deductions  or  withholdings  and (iii) the Maker  shall pay the full
amount  deducted or withheld to the relevant  taxation  authority in  accordance
with  applicable  law.  Whenever any Tax is payable by the Maker, as promptly as
possible  thereafter the Maker shall send Madeleine an official  receipt showing
payment. In  addition,  the Maker  agrees to pay any  present  or future  taxes,
charges or similar  levies which arise from any payment  made  hereunder or from
the  execution,  delivery,  performance,  recordation or filing of, or otherwise
with respect to, this Note (hereinafter referred to as "Other Taxes"). The Maker
will indemnify Madeleine for the full amount of Taxes or Other Taxes (including,
any Taxes or Other Taxes on amounts  payable to Madeleine  under this paragraph)
paid by Madeleine and any liability (including penalties, interest and expenses)
arising  therefrom or with  respect  thereto,  upon written  demand by Madeleine
therefor.

     No  failure  on  the  part  of  Madeleine  to  exercise,  and no  delay  in
exercising,  any right, power,  privilege or remedy hereunder shall operate as a
waiver thereof,  nor shall any single or partial  exercise  thereof by Madeleine
preclude  any other or further  exercise  thereof or the  exercise  of any other
right,  power,  privilege or remedy of Madeleine.  No amendment or waiver of any
provision of this Note,  nor consent to any  departure  by Madeleine  therefrom,
shall in any event be  effective  unless the same shall be in writing and signed
by  Madeleine,  and then such waiver or consent  shall be effective  only in the
specific instance and for the specific purpose for which given.

     Any  provision   hereof  which  is  prohibited  or   unenforceable  in  any
jurisdiction  shall, as to such jurisdiction,  be ineffective only to the extent




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of such  prohibition  or  unenforceability  without  invalidating  the remaining
provisions  hereof or affecting the validity or enforceability of such provision
in any other jurisdiction.

     The Maker hereby agrees to pay on demand all costs and expenses (including,
without  limitation,  all fees and expenses of counsel to Madeleine) incurred by
Madeleine  in  connection  with  (i)  the  preparation,   execution,   delivery,
administration  and  amendment  of  this  Note,  and  (ii)  the  enforcement  of
Madeleine's rights, and the collection of all amounts due, hereunder.

     The  Maker  hereby  acknowledges  that  it is  obligated  to pay  Madeleine
pursuant to the terms of this Note regardless of whether or not the transactions
contemplated by the commitment  letter dated September 5,1996 (together with all
attachments  thereto,  the "Commitment  Letter") from Madeleine to the Maker are
consummated.  The Maker further  acknowledges  that the obligations of the Maker
under this Note shall  survive the  termination  of the  Commitment  Letter,  as
provided therein.

     The Maker hereby (i)  irrevocably  submits to the  jurisdiction  of any New
York State or Federal court sitting in New York City in any action or proceeding
arising  out of or  relating  to this Note,  (ii)  waives any  defense  based on
doctrines of venue or forum non conveniens,  or similar rules or doctrines,  and
(iii)  irrevocably  agrees  that all  claims  in  respect  of such an  action or
proceeding  may be heard and determined in such New York State or Federal court.
The Maker (by its  acceptance  hereof)  waives any right to trial by jury in any
action, proceeding or counterclaim arising out of or relating to this Note.

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

MERIS LABORATORIES, INC


By:/s/ Stephen Brent Kass
 ...........................
Name:  Stephen Brent Kass
Title: Chairman Of Board


Address:
2890 Zanker road
 ...........................
San Jose, CA 95134
 ...........................
Attention: Henry Bose, ESQ.
 ...........................

Telephone: 1-800-219-9200 Ext 3700
          .........................
Telecopier: Call First
          .........................
   

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