$67,500.00                                                           May 8, 1997



                                 PROMISSORY NOTE



FOR VALUE RECEIVED,  the undersigned (the "Maker")  promises to pay to the order
of  HealthCare  Capital  Corp.,  an  Alberta,  Canada  corporation  (hereinafter
referred to as "Holder"), the principal sum of Sixty-Seven Thousand Five Hundred
and no/100 Dollars  ($67,500.00)  with interest thereon at ten percent (10%) per
annum.  Principal  and  interest  shall be payable in lawful money of the United
States of America at 111 SW Fifth Avenue, Suite 2390, Portland,  Oregon 97204 or
at such other place as Holder may  designate in writing.  Principal and interest
shall become due and payable on May 8, 1998 (one year from the above date).

Maker agrees to pay all costs of collection  of any amounts due  hereunder  when
incurred, including, without limitation, attorney's fees and expenses, including
on any  appeal.  Such  costs  shall be added to the  balance  of  principal  and
interest then due.

Maker,  for himself and his successors and assigns,  hereby waives  presentment,
demand,  notice and protest and any defense by reason of  extension  of time for
payment or other  indulgences.  Failure of the Holder to assert any right herein
shall not be deemed to be waiver hereof.

This Note is secured.  The Maker has  executed a Pledge  Agreement  of even date
herewith which  describes the collateral and the process for  realization on the
security in the event of a default hereunder.

This  Promissory  Note  shall be  governed  by and  construed  and  enforced  in
accordance with the laws of the State of Oregon.

                                    Maker:



                                    /s/ Brandon M. Dawson
                                    Brandon M. Dawson, an individual



<PAGE>


                                PLEDGE AGREEMENT


DATE:                May 8, 1997

PARTIES:             HEALTHCARE CAPITAL CORP., an Alberta,    ("Lender")
                     Canada corporation

AND:                 BRANDON M. DAWSON, an individual   ("Borrower")


RECITAL:

Contemporaneous  with this Agreement,  Borrower has exercised stock options from
Lender  for Two  Hundred  Fifty  Thousand  (250,000)  Shares of Common  Stock of
HEALTHCARE  CAPITAL CORP.,  an Alberta,  Canada  corporation and issued Lender a
promissory  note of even date herewith in the amount of $67,500.00 (the "Note").
To secure all amounts due now or later from  Borrower to Lender  under the Note,
Borrower hereby pledges to Lender a security interest in the following described
property:

      One Hundred  Thousand  (100,000)  shares of the common  stock of Lender as
      evidenced  by stock  certificate  no. ,  endorsed in the blank by Borrower
      (the "Shares").

AGREEMENT:

SECTION 1.  POSSESSION

Lender shall retain possession of the Shares until all amounts due from Borrower
to Lender are paid in full.

SECTION 2.  DEFAULT

Borrower  shall be in default under this Agreement if Borrower fails to make any
payment to Lender when due, or if borrower  violates any terms of this Agreement
or the Note.  Upon default,  Lender shall have all the rights of a secured party
under the Oregon Uniform Commercial Code,  including,  subject to Section 3, the
right to sell the Shares at either a private or public sale.

SECTION 3.  SECURITIES LAWS

Borrower  acknowledges  that the sale of the  Shares by Lender may be subject to
certain  securities  laws,  and Borrower  agrees that Lender may take any action
necessary  in order to comply with such laws,  including  any and all  necessary
restrictions with respect to the time, place, manner and conditions of sale.

IN WITNESS  WHEREOF,  Borrower has executed this Pledge Agreement on the day and
year first written above.

                                       Borrower:



                                       /s/ Brandon M. Dawson
                                       Brandon M. Dawson
                                       an individual