Exh. 10-32


                                PROMISSORY NOTE




Austin, Texas                                                   November 6, 1997


        For Value Received, the undersigned,  CONSOLIDATED ECO-SYSTEMS, Inc., an
Idaho  corporation  formerly  known as  Exsorbet  Industries,  Inc.  (the Maker)
promises to pay to the order of American Physicians Service Group, Inc., a Texas
corporation  (the Payee),  at1301Capital  of Texas Hwy.,  Suite  C-300,  Austin,
Texas,  78746  (Payees  Address),  the  principal  amount of Three Million Seven
Hundred   Eighty  Eight   Thousand  Five  Hundred   Eighty  and  00/100  Dollars
($3,788,580)  (the  Principal  Amount),  together  with  interest  on the unpaid
balance of such amount as provided herein,  in lawful money of the United States
of America, in accordance with all the terms, conditions,  and covenants of this
Note and the Security Documents identified below.

        1.  PAYMENTS.  Beginning  on  January 1, 1998,  and  continuing  through
September1,1998,  a payment  of$40,000  shall be due each month on or before the
1st day of the month; beginning October1,1998, a payment of $85,000 shall be due
each month on or before the 1st day of the month,  until  October 1, 1999,  when
the principal  balance of this Note and all accrued and unpaid interest shall be
due and payable in full. All payments shall be applied first to interest accrued
under this Note,  then to  principal.  Until  such time as all  amounts  due and
payable  under and pursuant to this Note have been paid in full,  the  foregoing
monthly  payments  required  in each of the  months  beginning  January  1, 1998
through  the  payment  due  on  September1,  1999,  will  be  due  and  payable,
notwithstanding  that prepayments of principal or interest may have been made in
the  interim.  Any and all  amounts  due under and  pursuant to this Note may be
prepaid at any time prior to the Maturity Date without penalty.
<PAGE>

        2. REFINANCING TRANSACTION. This Note is given in renewal, extension and
replacement of that certain promissory note dated November 26, 1996, executed by
Maker to the order of Payee in the original  principal  amount of Three  Million
Three Hundred Thousand Dollars ($3,300,000).  Maker and Makers subsidiaries have
executed  a Master  Refinancing  Agreement  of even date  herewith  (the  Master
Agreement),  and this Note and the obligations of Maker hereunder are secured by
the  Security  Documents  described  in the Master  Agreement.  This  Note,  the
Security  Documents  (as  defined  in  the  Master  Agreement)  and  the  Master
Agreement, and all the documents evidencing,  securing, governing,  guaranteeing
and/or  pertaining to this Note, are sometimes  collectively  referred to as the
Transaction Documents.  Payee and any subsequent owner or holder of this Note is
entitled to the benefits and security provided in the Transaction Documents.

        3.      INTEREST PROVISIONS.

                (a) RATE.  The principal  balance of this Note from time to time
remaining unpaid prior to maturity shall bear interest at a fixed rate per annum
equal to  fifteen  percent(15%)  (the Note  Rate),  but never  greater  than the
Maximum Lawful Rate, as that term is defined in this Note.
<PAGE>

                (b) MAXIMUM LAWFUL INTEREST.  The term Maximum Lawful Rate means
the maximum  rate of  interest,  and the term  Maximum  Lawful  Amount means the
maximum  amount of  interest  that are  permissible  under  applicable  state or
federal  law  for the  type  of  loan  evidenced  by  this  Note  and the  other
Transaction Documents. If Article 1.04 of the Texas Credit Code is applicable to
this Note, and applicable state or federal law does not permit a higher interest
rate, the Indicated  (Weekly)  Ceiling (as defined in Article  1.04(a)(1) of the
Texas Credit Code) shall be the Interest  Rate Ceiling  applicable  to this Note
and shall be the basis for  determining  the Maximum  Lawful Rate in effect from
time to time  during the term of this Note,  unless a  different  Interest  Rate
Ceiling is designated  on the first page of this Note.  If  applicable  state or
federal law allows a higher  interest rate or federal law preempts the state law
limiting the rate of interest,  then the  foregoing  Interest Rate Ceiling shall
not be  applicable  to this Note.  If the Maximum  Lawful Rate is  increased  by
statute or other  governmental  action subsequent to the date of this Note, then
the new Maximum  Lawful Rate shall be applicable to this Note from the effective
date thereof, unless otherwise prohibited by applicable law.

                (c)  SPREADING  OF  INTEREST.  Because  of  the  possibility  of
irregular  periodic  balances of  principal  and  premature  payment,  the total
interest that will accrue under this Note cannot be determined in advance. Payee
does not intend to contract for, charge, or receive more than the Maximum Lawful
Rate or Maximum Lawful Amount  permitted by applicable state or federal law, and
to  prevent  such an  occurrence  Payee  and Maker  agree  that all  amounts  of
interest,  whenever contracted for, charged,  received by Payee, with respect to
the  loan of  money  evidenced  by this  Note,  shall be  spread,  prorated,  or
allocated over the full period of time this Note is unpaid, including the period
of any renewal or extension of this Note.  If demand for payment of this Note is
made by Payee  prior to the full  stated  term,  the total  amount  of  interest
contracted for, charged, or received to the time of such demand shall be spread,
prorated, or allocated along with any interest thereafter accruing over the full
period of time that this Note  thereafter  remains  unpaid  for the  purpose  of
determining if such interest exceeds the Maximum Lawful Amount.
<PAGE>

                (d) EXCESS  INTEREST.  At maturity  (whether by  acceleration or
otherwise)  or on earlier  final  payment of this Note,  Payee shall compute the
total amount of interest that has been contracted for,  charged,  or received by
Payee or payable by Maker under this Note and compare such amount to the Maximum
Lawful  Amount  that could have been  contracted  for,  charged,  or received by
Payee. If such  computation  reflects that the total amount of interest that has
been contracted for,  charged,  or rece by Payee or payable by Maker exceeds the
Maximum  Lawful  Amount,  then Payee shall apply such excess to the reduction of
the  principal  balance  and not to the payment of  interest;  or if such excess
interest exceeds the unpaid principal balance,  such excess shall be refunded to
Maker.  This  provision  concerning  the crediting or refund or excess  interest
shall control and take  precedence over all other  agreements  between Maker and
Payee so that under no  circumstances  shall the total interest  contracted for,
charged, or received by Payee exceed the Maximum Lawful Amount.

                (e)  INTEREST  AFTER  DEFAULT.  At  Payee's  option,  the unpaid
principal balance shall bear interest after maturity (whether by acceleration or
otherwise) at the Default  Interest Rate. The Default Interest Rate shall be, at
Payee's  option,  (i) the Maximum  Lawful Rate,  if such Maximum  Lawful Rate is
established  by applicable  law; or (ii) the Note Rate plus five (5)  percentage
points,  if no Maximum Lawful Rate is  established  by applicable  law; or (iii)
eighteen percent (18%) per annum; or (i such lesser rate of interest as Payee in
its sole discretion may choose to charge; but never more than the Maximum Lawful
Rate or at a rate that would cause the total interest  contracted for,  charged,
or received by Payee to exceed the Maximum Lawful Amount.
<PAGE>

                (f) DAILY  COMPUTATION OF INTEREST.  To the extent  permitted by
applicable  law,  Payee at its  option may  either  (i)  calculate  the per diem
interest  rate or amount based on the actual  number of days in the year (365 or
366, as the case may be), and charge that per diem  interest rate or amount each
day, or (ii)  calculate the per diem interest rate or amount as if each year has
only 360 days, and charge that per diem interest rate or amount each day for the
actual number of days of the year or 366 as the case may be). If this Note calls
for monthly payments, Payee at its option may determine the payment amount based
on the  assumption  that each year has only 360 days and each month has 30 days.
In no event shall Payee  compute the interest in a manner that would cause Payee
to contract  for,  charge,  or receive  interest  that would  exceed the Maximum
Lawful Rate or the Maximum Lawful Amount.

        4.      DEFAULT PROVISIONS.

                (a) EVENTS OF DEFAULT AND ACCELERATION OF MATURITY. Maker agrees
that an event of default  shall exist under this Note and the other  Transaction
Documents  if:  (i)  Maker  fails to fully  pay any  installment  of  principal,
interest,  or any other sum  required to be paid under the terms of this Note or
any of the Transaction  Documents  within  fifteen(15)  calendar days after such
<PAGE>

installment  or other sum is due; or (ii) there is a default,  which  exists for
fifteen (15) calendar days, in the  performance of any covenant,  condition,  or
agreement  contained  in this Note or any of the  Transaction  Documents,  or an
event of default or default  otherwise  exists,  for fifteen (15) calendar days,
under  any of the  other  Transaction  Documents;  or (iii)  the  bankruptcy  or
insolvency  of,  the  assignment  for  the  benefit  of  creditors  by,  or  the
appointment  of a  receiver  for any of the  property  of,  or the  liquidation,
termination,  dissolution or death or legal  incapacity of, any party liable for
the  payment of this  Note,  whether as maker,  endorser,  guarantor,  surety or
otherwise.  Maker agrees that if an event of default occurs,  Payee may, without
notice  or  demand,  except  as  otherwise  required  by  statute  or  otherwise
specifically  provided in this Note or any of the other  Transaction  Documents,
accelerate  the  maturity of this Note and declare the entire  unpaid  principal
balance and all accrued  interest at once due and payable,  foreclose  all liens
and security  interests  securing  this Note,  and exercise all other rights and
remedies  Payee may have  under this Note and the other  Transaction  Documents,
including any one or more of the foregoing remedies.

                (b) WAIVER BY MAKER. Maker And All Other Parties Liable For This
Note Waive Demand, Notice Of Intent To Demand,  Presentment For Payment,  Notice
Of Nonpayment,  Protest, Notice Of Protest, Grace, Notice Of Dishonor, Notice Of
Intent To Accelerate Maturity, Notice of Acceleration Of Maturity, And Diligence
In Collection.  Each Maker, Surety,  Endorser, And Guarantor Of This Note Waives
And Agrees To One Or More  Extensions For Any Period Or Periods Of Time, And Any
Partial Payments, Before After Maturity, Without Prejudice To The Holder Of This
Note. Each Maker, Surety,  Endorser,  And Guarantor Waives Notice Of Any And All
Renewals, Extensions, Rearrangements, And Modifications Of This Note.
<PAGE>

                (c)  NONWAIVER  BY  PAYEE.  Any  previous   extension  of  time,
forbearance,  failure to pursue some remedy,  acceptance  of late  payments,  or
acceptance  of partial  payment  by Payee,  before or after  maturity,  does not
constitute  a waiver by Payee of its  subsequent  right to strictly  enforce the
collection of this Note according to its terms.

                (d)  REMEDIES.  Payee  shall not be required to first file suit,
exhaust all  remedies,  or enforce its rights  against any  security in order to
enforce payment of this Note. The rights,  remedies,  and recourses of Payee, as
provided in this Note and in any of the other  Transaction  Documents,  shall be
cumulative  and  concurrent  and  may be  pursued  separately,  successively  or
together as often as occasion  therefore  shall arise, at the sole discretion of
Payee.

                (e) JOINT AND SEVERAL LIABILITY. Each Maker who signs this Note,
and all of the other  parties  liable  for the  payment  of this  Note,  such as
guarantors,  endorsers,  and sureties,  are jointly and severally liable for the
payment of this Note.

                (f)  ATTORNEY'S  FEES.  If Payee  requires  the  services  of an
attorney  to enforce the  payment of this Note or the  performance  of the other
Transaction  Documents,  or if  this  Note is  collected  through  any  lawsuit,
probate,  bankruptcy, or other judicial proceeding, Maker agrees to pay Payee an
amount equal to its reasonable  attorney's fees and other collection costs. This
provision shall be limited by any applicable statutory  restrictions relating to
the collection of attorney's fees.
<PAGE>

        5.      MISCELLANEOUS PROVISIONS.

                (a)  SUBSEQUENT  HOLDER.  All  references  to Payee in this Note
shall also  refer to any  subsequent  owner or holder of this Note by  transfer,
assignment, endorsement, or otherwise.

                (b)  TRANSFER.  Maker  acknowledges  and  agrees  that Payee may
transfer this Note or partial  interests in the Note to one or more  transferees
or  participants.  Maker  authorizes Payee to disseminate any information it has
pertaining  to the  indebtedness  evidenced  by this  Note,  including,  without
limitation,  credit  information on Maker and any guarantor of this Note, to any
such transferee or participant or prospective transferee or participant.

                (c) OTHER PARTIES LIABLE. All promises, waivers, agreements, and
conditions  applicable to Maker shall likewise be applicable to and binding upon
any other parties primarily or secondarily  liable for the payment of this Note,
including all guarantors, endorsers, and sureties.

                (d) PAYMENT IN U.S.  DOLLARS.  All payments and  prepayments  of
principal  of or  interest  on this Note  shall be made in  lawful  money of the
United States of America in immediately available funds, at the address of Payee
indicated  above, or such other place as the holder of this Note shall designate
in  writing  to Maker.  The  books and  records  of Payee  shall be prima  facie
evidence of all outstanding principal of and accrued and unpaid interest on this
Note.
<PAGE>

                (e) PAYMENT ON BUSINESS  DAYS.  The term Business Day shall mean
any day other than a Saturday, Sunday or any other day on which national banking
associations  are  authorized  to be closed.  If any payment of  principal of or
interest  on this Note shall  become  due on a day which is not a Business  Day,
such  payment  shall be made on the next  succeeding  Business  Day and any such
extension of time shall be included in  computing  interest in  connection  with
such payment.

                (f) SUCCESSORS AND ASSIGNS. The provisions of this Note shall be
binding upon and for the benefit of the successors,  assigns,  heirs, executors,
and administrators of Payee and Maker.

                (g) NO DUTY OR SPECIAL  RELATIONSHIP.  Maker  acknowledges  that
Payee  has no duty of good  faith  to  Maker,  and  Maker  acknowledges  that no
fiduciary,  trust, or other special relationship exists between Payee and Maker.
If Payee and Maker are now engaged in or in the future engage in other  business
transactions,  such other business transactions are independent of this Note and
the  indebtedness  evidenced  hereby and of the promises and  covenants  made by
Maker in this Note, and vice versa.

                (h) MODIFICATIONS. Any modifications agreed to by Payee relating
to the release of  liability  of any of the  parties  primarily  or  secondarily
liable for the payment of this Note,  or relating to the release,  substitution,
or  subordination  of all or part of the security for this Note, shall in no way
constitute a release of liability  with respect to the other parties or security
not covered by such modification.
<PAGE>

                (i) ENTIRE  AGREEMENT.  Maker warrants and  represents  that the
Transaction  Documents  constitute the entire agreement  between Maker and Payee
with  respect to the  indebtedness  evidenced  by this Note and  agrees  that no
modification,   amendment,   or  additional   agreement  with  respect  to  such
indebtedness will be valid and enforceable unless made in writing signed by both
Maker and Payee.

                (j) MAKER'S ADDRESS FOR NOTICE.  All notices required to be sent
by Payee to  Maker  shall be sent by U.S.  Mail,  postage  prepaid,  to  Maker's
Address stated next to Makers signature below, until Payee shall receive written
notification from Maker of a new address for notice.

                (k) PAYEE'S  ADDRESS FOR  PAYMENT.  All sums payable by Maker to
Payee shall be paid at Payee's Address stated on the first page of this Note, or
at such other address as Payee shall designate from time to time.

                (l) CHAPTER 15 NOT APPLICABLE.  It is understood that Chapter 15
of the Texas Credit Code relating to certain  revolving credit loan accounts and
triparty accounts is not applicable to this Note.
<PAGE>

                (m)     STATUTORY REFERENCES.  References herein to the Texas
Credit Code mean and refer to such Code, as amended by the 75th Legislature,
House Bill 1971 (1997).

                (n)  APPLICABLE  LAW. This Note Shall Be Construed In Accordance
With The Applicable Laws Of The State Of Texas And The Laws Of The United States
Of America Applicable To Transactions In Texas.


        EXECUTED this 6th day of November, 1997.


Maker:

                                                Consolidated Eco-Systems, Inc.



                                                By: /s/ James J. Connors, Jr.

                                                Name: James J. Connors

                                                Title: President/CEO


<PAGE>