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                        PROMISSORY NOTE

Date:          December 23, 1997
Maker:    Curtis Mathes Holding Corporation

Maker's Mailing Address (including county):  10911 Petal Street,
                                        Dallas, Dallas County, Texas 75238

Payee:         Geneva Reinsurance Company Ltd.

Place for Payment (including county):   P.O. Box 1561
                              Zephyr House, Mary Street,
                              Grand Cayman, British West Indies

Principal Amount:   Two Million and No/100 Dollars ($2,000,000)

Annual  Interest Rate on Unpaid Principal from Date of Funding:  Eighteen
     Percent (18%)

Terms  of  Payment (principal and interest):   Interest shall be due  and
     payable  quarterly as it accrues, on March 31, 1998, June 30,  1998,
     September  30,  1998, and December 31, 1998; the Principal  of  this
     note shall be due and payable on or before December 31, 1998.

     Maker promises to pay to the order of Payee at the place for payment
and  according to the terms of payment the principal amount plus interest
at  the rates stated above.  All unpaid amounts shall be due by the final
scheduled payment date.
     If  Maker defaults in the payment of this note or in the performance
of any obligation in any instrument securing or collateral to it, and the
default  continues after Payee gives Maker notice of the default and  the
time  within  which it must be cured, as may be required  by  law  or  by
written  agreement, then Payee may declare the unpaid  principal  balance
and earned interest on this note immediately due.  Maker and each surety,
endorser, and guarantor waive all demands for payment, presentations  for
payment,  notices  of  intention to accelerate  maturity,  protests,  and
notices of protest.
     If this note or any instrument securing or collateral to it is given
to  an attorney for collection or enforcement, or if suit is brought  for
collection  or  enforcement, or if it is collected  or  enforced  through
probate,  bankruptcy, or other judicial proceeding, then Maker shall  pay
Payee  all  costs  of  collection and enforcement,  including  reasonable
attorney's fees and court costs, in addition to other amounts due.
     Interest  on  the debt evidenced by this note shall not  exceed  the
maximum amount of nonusurious interest that may be contracted for, taken,
reserved, charged, or received under law; any interest in excess of  that
maximum amount shall be credited on the principal of the debt or, if that
has  been  paid, refunded.  On any acceleration or required or  permitted
prepayment, any such excess shall be cancelled automatically  as  of  the
acceleration or prepayment or, if already paid, credited on the principal
of  the  debt  or, if the principal of the debt has been paid,  refunded.
This   provision  overrides  other  provisions  in  this  and  all  other
instruments concerning the debt.
     Each  Maker is responsible for all obligations represented  by  this
note.  When the context requires, singular nouns and pronouns include the
plural.
                                   Curtis Mathes Holding Corporation
                                   By:___/s/ Pat Custer________________
                                        Patrick A. Custer, President