EXHIBIT 10.20


                                 PROMISSORY NOTE

$200,000                                                       October 23, 1997
                                                            Seattle, Washington

     FOR VALUE RECEIVED, CARING PRODUCTS INTERNATIONAL, INC. ("Maker" herein) 
promises to pay to the order of PAULSON INVESTMENT COMPANY, INC. ("Holder"), 
the principal sum of Two Hundred Thousand and no/100ths Dollars 
($200,000.00). Holder expressly waives any and all right to receive interest 
payments or any other form of compensation in connection with this 
transaction. Principal shall be payable in lawful money of the United States, 
at Portland, Oregon, or such other place as the Holder hereof may designate.

     This Promissory Note shall be payable as follows:

     1.  In the event the proposed public offering of securities of the Maker 
pursuant to that certain Registration Statement on Form SB-2 (SEC File No. 
333-35239), to be underwritten by a syndicate managed by the Holder (the 
"Offering"), is closed on or before January 30, 1998, this Promissory Note 
shall be payable in full at the closing of the offering. At the option of the 
Holder, the Holder may deduct such payment from the net proceeds otherwise 
payable by the Holder to the Maker at the closing.

     2.  In the event the Offering has not closed on or before the close of 
business on January 30, 1998, this Promissory Note shall thereafter be payable 
thirty (30) days after demand for payment by the Holder.

     Maker waives diligence, presentment, demand, protest, and notice of any 
kind whatsoever. The non-exercise by Holder of any of Holder's rights 
hereunder in any instance shall not constitute a waiver thereof in that or 
any subsequent instance.

     Maker shall pay upon demand any and all expenses, including reasonable 
attorney fees, incurred or paid by Holder without suit or action in 
attempting to collect funds due under this Promissory Note. In the event an 
action is instituted to enforce or interpret any of the terms of this 
Promissory Note including but not limited to any action or participation by 
Maker in, or in connection with, a case or proceeding under the U.S. 
Bankruptcy Code or any successor statute, the prevailing party shall be 
entitled to recover all expenses reasonably incurred at, before and after 
trial, on appeal, and on review whether or not taxable as costs, including, 
without limitation, attorneys' fees, witness fees (expert and otherwise), 
deposition costs, copying charges and other expenses.



The Promissory Note
October 23, 1997
Page 2


     This Promissory Note is to be construed in all respects and enforced 
according to the laws of the State of Oregon.

                                        "MAKER"

                                        CARING PRODUCTS INTERNATIONAL, INC.


                                        By:  /s/ William H.W. Atkinson
                                             ----------------------------------
                                        Its: Chairman & CEO
                                             ----------------------------------

Accepted:

"HOLDER"

PAULSON INVESTMENT COMPANY, INC.

By:  /s/ Lorraine Maxfield
     ----------------------------------
Its: Senior VP, Research
     ----------------------------------