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                          UNSECURED PROMISSORY NOTE
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December 29, 1995

                QUADRAX CORPORATION, a Delaware corporation (the "Company"),
for value received, hereby promises to pay to Robert K. Cole (the "Holder"),
residing at 63025 O. B. Riley Road #20, Bend, Oregon 97701, or order, upon the
terms and conditions of this Note, until December 31, 2001, up to the amount of
One Million Two Hundred Fifty Thousand Dollars ($1,250,000).

        1.      PAYMENT OF AMOUNTS DUE PURSUANT TO THE NOTE.

        Payment of the amounts due on this Note shall be made in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts.

        The amount due pursuant to this Note each year (up to an aggregate
maximum of One Million Two Hundred Fifty Thousand Dollars) shall be one-third
of the annual pre-tax profits of Lion Golf of Oregon, Inc., an Oregon
corporation, including the operations of McManis Sports Associates, Inc.
(together, "Lion Golf") for each year beginning with the year ending December
31, 1996 and ending with the year ending December 31, 2001.  The payment of
each annual installment shall be due on March 31 of the year following the
calendar year in question.

        "Pre-tax profits" shall mean the net income before taxes of Lion Golf
for each calendar year.  In determining the pre-tax profits of Lion Golf for
purposes of determining Quadrax's obligations on this Note and Lion Golf's
obligation on the Debt Repayment Note, the following shall be excluded:

                (a)     Any liabilities and/or expenses of Lion Golf incurred 
after the closing which are not approved by Robert Cole which approval shall 
not be unreasonably withheld.

        In accordance with the Debt Repayment Note, pre-tax profits shall be
paid first on this Unsecured Promissory Note.

        Subject to the foregoing, pre-tax profits of Lion Golf for each
calendar year shall be determined by the Company's regular independent public
auditors, utilizing the same accounting principles which such auditors use in
the preparation of the Company's annual financial statements filed with the
Securities and Exchange Commission.



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        If any payment is not paid within ten (10) days of when due, the
Company shall pay Holder a late charge equal to four percent (4%) of such late
payment.

        The Company will pay or cause to be paid all sums becoming due hereon
by check or checks as directed by Holder, sent to Holder's above address or to
such other address as Holder may designate for such purpose from time to time
by written notice to the Company, without any requirement for the presentation
of this Note or making any notation thereon except that the Holder thereof
agrees that payment of the final amount due shall be made only upon surrender
of this Note to the Company for cancellation.

        2.      EVENTS OF DEFAULT.

        It shall be an Event of Default with respect to this Note upon the
occurence and continuation uncured of any of the following events:

                (a)     A default in the payment of any installment of this
Note, when and as the same shall become due and payable, and said default
continues uncured for a period of ten (10) days after the date fixed for the
making of such payment; or

                (b)     Default in the performance, or breach, of any covenant
of the Company in this Note.

        3.      REMEDIES UPON DEFAULT.

        If an Event of Default occurs, the Holder may institute such actions of
proceedings in law or equity as it shall deem expedient for the protection and
enforcement of its rights, and shall be entitled to receive therefrom payment
of the amount due on this Note, plus interest at 10% per annum to the date of
payment plus reasonable expenses of collection, including attorneys' fees.

        4.      MISCELLANEOUS.

        4.1  NOTICES.  All communications provided hereunder shall be in
writing and, if to the Company, delivered or mailed by registered or certified
mail addressed to Quadrax Corporation, 300 High Point Avenue, Portsmouth, Rhode
Island 02871, Attn.: James J. Palermo, or, if to the Holder, at the address
shown for the Holder on the face of this Note or at such other address as
Holder shall provide by notice as provided in this section.


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        4.2  GOVERNING LAW.  This Note shall be construed in accordance with
and governed by the laws of the State of Oregon without giving effect to
conflict of laws principles.

                                                QUADRAX CORPORATION


Dated:                                          By
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