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                                 PROMISSORY NOTE



$582,805                         Houston, Texas                December 15, 1995



     FOR VALUE RECEIVED, the undersigned, DEAS H. WARLEY, III ("Maker"), hereby
promises to pay to the order of MIDLAND RESOURCES, INC. (the "Payee"), the
principal sum of FIVE HUNDRED EIGHTY-TWO THOUSAND EIGHT HUNDRED FIVE DOLLARS
($582,805.00), or so much thereof as may be advanced and outstanding, together
with interest on the unpaid principal balance as hereinafter set forth, in
lawful money of the United States of America.

     Interest shall accrue upon the principal balance of this Note from the
dates of each advance at a varying interest rate per annum equal to the lesser
of (a) the Maximum Rate (hereinafter defined), or (b) Seven and One-Half Percent
(7.5%), calculated on the basis of the number of days elapsed in a calendar year
consisting of three hundred sixty-five (365) days; provided, however, if at any
time a rate of interest specified in clause (b) above would exceed the Maximum
Rate, thereby causing the interest on the indebtedness evidenced by this Note to
be limited to the Maximum Rate, then any subsequent increase in the Maximum Rate
shall not reduce the rate of interest on the indebtedness evidenced by this Note
below the Maximum Rate until the total amount of interest accrued on the
indebtedness evidenced by this Note equals the amount of interest which would
have accrued on the indebtedness evidenced by this Note if the rate specified in
clause (b) above had at all times been in effect.  Each change in the rate of
interest charged hereunder shall become effective on the effective date of each
change in the Maximum Rate.  Payee will give notice to Maker of each such change
in the Maximum Rate.  As used herein, the term "Maximum Rate" means the maximum
non-usurious interest rate that at any time or from time to time may be
contracted for, taken, reserved, charged or received on the indebtedness
evidenced by this Note under the laws of the United States of America or the
State of Texas which are presently in effect, or which may hereafter be in
effect and which allow a higher maximum non-usurious interest rate than that
which is now allowed.  To the extent that Article 5069-1.04, Title 79, Texas
Revised Civil Statutes, 1925, as amended (the "Act") is relevant to the
determination of the Maximum Rate, the Payee hereby elects to determine such
applicable legal rate under the Act pursuant to the "indicated rate ceiling"
from time to time in effect, as referred to and defined in Article 1.04(a)(1) of
the Act; subject, however, to the limitations on such indicated rate ceiling
referred to in Article 1.04(b)(2) of the Act, and further subject to any right
the Payee may have in the future to change the method of determining the Maximum
Rate.

     All past due principal and interest shall bear interest from maturity until
paid at the lesser of Seven and One-Half Percent (7.5%), or the Maximum Rate.

     This Note shall be due and payable as follows:

     The remaining principal balance of and all accrued and unpaid interest
     on this Note, if any, shall be due and payable in full on June 15,
     1997.

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     This Note may be prepaid, in whole or in part, at any time, without
penalty.

     If any payment is not received by Payee within ten (10) days after the date
same is due hereunder, Maker shall pay to Payee a late charge in the amount
equal to five percent (5%) of such delinquent payment, subject, however, to the
provisions of this Note limiting interest to the Maximum Rate.

     If any payment of principal and/or interest on this Note shall become due
on a Saturday, Sunday or any other day on which Payee is not open for business,
such installment shall be paid on the next succeeding business day on which
Payee is open for business.

     All payments made under this Note shall be applied first to interest due
and any balance shall be applied in reduction of principal.

     The payment of this Note is secured by that certain Security Agreement (the
"Security Agreement") of even date herewith, from Maker for the benefit of
Payee, covering certain personal property owned by Maker.  All of the
provisions, terms, covenants and conditions contained in the Security Agreement
are incorporated herein by this reference and Maker covenants and agrees to
perform them, or cause them to be performed, strictly in accordance with their
terms.  ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, PAYEE SHALL HAVE NO
RECOURSE AGAINST MAKER FOR PAYMENT OF ANY AMOUNTS DUE OR PERFORMANCE OF ANY
OBLIGATIONS UNDER THIS NOTE, SAVE AND EXCEPT SUCH COLLATERAL AS MAY BE SUBJECT
FROM TIME TO TIME TO THE SECURITY AGREEMENT.

     If default is made in the payment of any installment of principal or
interest under this Note, and such default is not cured within five (5) days
after written notice thereof is given by Payee to Maker, or upon the occurrence
of any default Security Agreement or any other instrument evidencing, securing
or relating to this Note and the expiration of any applicable cure period
thereunder, then in any such event the Payee may, at its option, declare the
entire unpaid principal balance of and accrued and unpaid interest on this Note
to be immediately due and payable without further notice or demand, foreclose
all liens and security interests securing the payment of this Note, or any part
thereof, and offset against this Note any sum or sums owed by the Payee to
Maker, all at the option of the Payee.  Failure of the Payee to exercise any
such option shall not constitute a waiver of Payee's right to exercise the same
in the event of any subsequent default.

     Notwithstanding anything to the contrary contained in this Note or in any
other agreement entered into in connection with or securing the indebtedness
evidenced by this Note, whether now existing or hereafter arising and whether
written or oral, it is agreed that the aggregate of all interest, and any other
charges constituting interest, or adjudicated as constituting interest, and
contracted for, chargeable or receivable under this Note or otherwise in
connection with this loan transaction, shall under no circumstances exceed the
total amount of interest which would have been earned at the Maximum Rate.  In
the event that maturity of this Note is accelerated by the Payee as a result of
a default under this Note or under any other document executed as security for
or in connection with this Note, or by voluntary prepayment of this Note by
Maker, or otherwise, then the total amount of earned interest may never exceed
the total amount of interest which would have been earned at the Maximum Rate,
computed from the dates each advance of the loan proceeds is made until payment.

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If from any circumstances the Payee shall ever receive interest, or any other
charges constituting interest, or adjudicated as constituting interest, in
excess of the total amount of interest which would have been earned at the
Maximum Rate, the amount of such excess interest shall be applied to the
reduction of the principal amount owing on this Note or on account of any other
principal indebtedness of Maker to the Payee, and not to the payment of
interest; or if the amount of such excess interest exceeds the unpaid principal
balance of this Note and such other indebtedness, the amount of such excess
interest that exceeds the unpaid principal balance of this Note and such other
indebtedness shall be refunded to Maker.  All sums paid or agreed to be paid to
the Payee for the use, forbearance or detention of the indebtedness of Maker to
the Payee shall be amortized, prorated allocated, and spread throughout the term
of this Note until payment in full so that the actual rate of interest on
account of such indebtedness is uniform throughout the term of this Note.

     Maker and any and all sureties, guarantors and endorsers of this Note
hereby waive any and all demand, presentment, notice of nonpayment or dishonor,
notice of intent to accelerate, notice of acceleration, diligence in collecting,
grace, notice and protest, and extensions for any period or periods of time and
partial payments, before or after maturity.

     If any efforts are made to collect or enforce this Note or any installment
due under this Note, the Maker agrees to pay all costs and fees, including
reasonable attorneys' fees, incurred in connection with such collection efforts.

     Should this Note be signed or endorsed by more than one person and/or
entity, all of the obligations contained in this Note shall be considered the
joint and several obligations of each maker and endorser of this Note.

     This Note shall be construed according to and governed by the laws of the
State of Texas; provided, however, that nothing herein shall limit or impair any
right which Payee may have under applicable laws of the United States of America
to charge a rate of interest on sums evidenced by this Note at a rate which
exceeds the maximum rate of interest allowed under the laws of the State of
Texas.  The obligations of the Maker under this Note are performable in Harris
County, Texas.

     The words "Payee" and "Maker", whenever used in this Note, shall include
the respective heirs, distributees, personal representatives, successors and
assigns of Payee and Maker.

     EXECUTED as of the day and year above first written.

                    MAKER:



                    -----------------------------
                    DEAS H. WARLEY, III