<PAGE>   1

                                                                    EXHIBIT 10.2



THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
THIS PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD,
TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THIS PROMISSORY NOTE UNDER THE SECURITIES ACT OF 1933 OR AN
OPINION OF COUNSEL OF THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID
ACT.

                          FIRST AMENDMENT AND RESTATED

                                PROMISSORY NOTE

$3,000,000                       Dallas, Texas                   August 19, 1997


         For value received the undersigned BESTWAY, INC. a Delaware
corporation (the "Maker"), hereby promises to pay to O'Donnell & Masur, L.P.
(the "Payee"), in lawful money of the United States of America, the principal
sum of THREE MILLION DOLLARS AND NO/CENTS ($3,000,000), with interest on the
unpaid principal balance thereof from the date of advancement until default or
maturity equal to the rate of 6.0% per annum during the first year, and 8% per
annum thereafter, calculated on the basis of the actual number of calendar days
elapsed but computed as if each year consisted of 360 days.

         Accrued interest shall be due and payable quarter-annually on the
first day of January, April, July and October of each calendar year beginning
on October 1, 1997 and continuing regularly and quarter-annually thereafter
until this Note is paid in full. The principal of this Note and all accrued but
unpaid interest shall be due and payable on August 19, 1999. The Maker may at
any time and from time to time prepay all or any part of the unpaid principal
balance of this Note without premium or penalty.

         Each payment received by the Payee shall be applied first to late
charges and collection expenses, if any, then to the payment of accrued but
unpaid interest due hereunder, and then to the reduction of the unpaid
principal balance hereof.

         If the Maker defaults in the timely payment of any installment of
principal or interest due hereunder and such default shall continue uncured for
15 days after the Maker has received written notice of such default from the
Payee, the Payee may, at the Payee's option, exercise any or all of the rights,
powers and remedies afforded herein or by law, including, without limitation,
the right to declare the unpaid principal balance of this Note, together will
all accrued but unpaid interest on such principal balance, immediately due and
payable.



                                       1
<PAGE>   2
         The failure by the Payee to exercise any right, power or remedy upon
the occurrence of a default by the Maker shall not constitute a waiver of the
right to exercise the same or any other right, power or remedy at any
subsequent time in respect to any other default. The acceptance by the Payee of
any payment hereunder which is less than payment in full of all amounts due and
payable at the time of such payment shall not constitute a waiver of the right
to exercise of any such right, power or remedy without the written consent of
the Payee, except as and to the extent otherwise provided by law.

         Except as may be otherwise provided herein, the makers, signers,
sureties, guarantors and endorsers of this Note severally waive demand,
presentment, notice of dishonor, notice of intent or demand or accelerate
payment hereof, notice of acceleration, diligence in collecting, grace, notice
and protest and agree to one or more extension for any period or periods of
time and partial payments, before or after maturity, without prejudice to the
holder. If this Note shall be collected by legal proceedings or through a
probate or bankruptcy court, or shall be placed in the hand of an attorney for
collection after default or maturity, the Maker agrees to pay all costs of
collection, including reasonable attorney's fees.

         This Note and the Maker's obligations hereunder shall be subordinated,
at the option of the Maker, to any other current or future indebtedness of the
Maker at any time of from time to time designated by the Maker as senior
indebtedness and the Payee agrees to execute a subordination agreement
subordinating the indebtedness evidenced by this Note on terms reasonably
requested by the holder of any such senior indebtedness of the Maker. The Payee
may not sell, transfer or assign this Note or any of its right hereunder
without the written consent of the Maker, and the Maker shall in no event be
obligated to make payments hereunder to anyone other than the Payee, its
successors and permitted assigns.

         THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO CONFLICT OF LAWS RULES OR
CHOICE OF LAWS RULES THEREOF.

         EXECUTED as of the date first above written.

                                        THE MAKER

                                        BESTWAY, INC.

                                        By: /s/ BETH A. DURRETT
                                           -------------------------------------
                                        Name: Beth A. Durrett
                                             -----------------------------------
                                        Title: Vice President - Finance
                                              ----------------------------------



                                       2