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                                  EXHIBIT 10.4

                                 PROMISSORY NOTE

$(PRINCIPAL AMOUNT)                                             Golden, Colorado
                                                                (DATE)

         FOR VALUE RECEIVED, Golden Pharmaceuticals, Inc., a Colorado
Corporation and its subsidiary Quality Care Pharmaceuticals, Inc., a California
Corporation (hereinafter collectively referred to as the "Borrower"), 3000 W.
Warner Ave., Santa Ana, CA 92704 promises to pay to the order of Arch G. Gothard
III, (hereinafter referred to as the "Lender"), P.O. Box 5950, 0120 Flintstone
Lane, Breckenridge, CO 80424 on demand or no later than April 1, 1998 the
principal sum of (PRINCIPAL AMOUNT) ($) or the principal still outstanding if
prepayments of principal have been made prior to the demand or due date. Any
accrued but unpaid interest will also be paid at the time the Lender makes a
demand for the outstanding principal.

         Interest shall be calculated at the prime rate charged by Norwest Bank
from time to time plus two percent (2%) on the basis of a three hundred and
sixty (360) day year. Interest shall be due and payable at least quarterly
commencing with the fifteenth day of the month ending the quarter in which this
loan was made

         The amounts due under the terms of the promissory note may be prepaid
in whole or in part at the sole option of the Borrower without penalty. All
payments of both principal and interest are to be made to the Lender at his
address above in lawful money of the United States of America.

         In the event any amount is not paid when due under the terms of this
note, the unpaid balance shall thereafter bear interest until paid at the
maximum rate permitted by law, or if the rate is unlimited, at the rate of
eighteen percent (18%) per annum, until paid, said interest to be compounded
quarterly.

         If this promissory note is placed in the hands of an attorney for
collection after the same for any reason becomes due, or if collected by legal
proceedings or through the probate or bankruptcy courts, the Borrower hereby
agrees to reimburse the Lender for reasonable attorney's fees together with all
out-of-pocket costs.

         The Borrowers and all endorsers, sureties, guarantors and all other
persons liable or who may become liable hereon hereby severally waiver demand,
presentment, notice of dishonor or nonpayment, and assent to each and any
extension or postponement of the time of payment at or after maturity, or of any
indulgence.

         The undersigned individuals hereby represent that they are duly
authorized to execute this "promissory note" on behalf of the borrowers and
obligate them to the terms and conditions contained herewith.

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Lender:                               Borrower:

                                      Golden Pharmaceuticals, Inc.

                                      By: 
-------------------------------           --------------------------------------
Arch G. Gothard III                   Title:
                                             -----------------------------------


                                      Quality Care Pharmaceuticals, Inc.

                                      By:
                                           -------------------------------------
                                      Title: 
                                             -----------------------------------


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                                                                       EXHIBIT B


<TABLE>
<CAPTION>
Advance Date             Principal Amount
------------             ---------------- 
<S>                      <C>
July 29, 1997               $ 40,000

October 8, 1997              250,000

November 18, 1997            150,000

November 19, 1997            100,000
</TABLE>