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                                                                    EXHIBIT 4.3


                            STRIKER INDUSTRIES, INC.

                      10.25% SUBORDINATED PROMISSORY NOTE

                                  NO. _______

$XXX,XXX                         HOUSTON, TEXAS                   ____ _, 1997

FOR VALUE RECEIVED, the undersigned, Striker Industries, Inc., a Delaware
corporation ("Maker"), promises to pay to the order of ______________________
("Holder"), the principal amount of $XXX,XXX, together with interest on the
principal balance from time to time remaining unpaid at the rate and upon the
terms provided in this Note. Each payment of or pre-payment under this Note
shall be made in lawful money of the United States of America at the mailing
address of the Holder set forth on the signature page to the Subscription
Agreement between Maker and Holder of even date herewith, or as subsequently
provided in writing by Holder to Maker.

1.   PAYMENT TERMS. The entire unpaid principal balance of this Note , plus all
     accrued and unpaid interest on this Note shall be due and payable on
     December 31, 1998 (the "Maturity Date"). Interest on the outstanding
     principal balance of this Note shall be due and payable on the first day
     of each July, October, January and April as it accrues, and on the
     Maturity Date

2.   INTEREST RATE. The unpaid principal balance of this Note from time to time
     outstanding will accrue interest from the date of this Note until the
     Maturity Date (and thereafter until paid) at a fixed rate which shall be
     equal to ten and one quarter percent (10.25%) per annum and shall be
     calculated on a 365 day basis.

3.   PREPAYMENT. Maker may prepay all or any portion of this Note at any time,
     without premium or penalty.

4.   SUBORDINATION. All principal and interest obligations of Maker to Holder
     under this Note shall be subordinate to all other Obligations in right of
     payment. Upon occurrence of a default under an Obligation, Maker may not
     pay the amounts due under this Note prior to payment in full (or
     cancellation as the case may be) of all Obligations. Notwithstanding the
     foregoing, until a default occurs under an Obligation, Maker may pay the
     amounts due under this Note. If Holder receives any prepayment from Maker
     in violation of this Section, Holder shall hold any such payment in trust
     for Maker and shall promptly turn such payment over to Maker in the form
     received (with any necessary endorsements), to be applied to the
     Obligations. For purposes of this Section, the term "Obligations" means
     all obligations of the Maker to all parties other than the Holder of this
     Note and the other 10.25% Subordinated Promissory Notes of even date
     herewith due December 31, 1998 issued by Maker.


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5.   EVENTS OF DEFAULT: The term "Default", as used in this Note, shall mean
     Maker fails to pay all or any portion of the amounts due under this Note
     when due and such failure continues for 30 days after Maker receives
     written notice of Default from Holder.

6.   REMEDIES OF HOLDER. Upon the occurrence of a Default under the terms of
     this Note, Holder shall have the following rights:

     a.   ACCELERATION: Holder may, at his option, and upon giving notices
          required by applicable law, declare the entire principal balance of
          this Note and the accrued but unpaid interest thereon, immediately
          due and payable. 

     b.   OTHER RIGHTS: Holder shall have all the other rights and remedies
          available at law or in equity.

7.   WAIVER OF JURY TRIAL. MAKER AND HOLDER HEREBY WAIVE TO THE FULLEST EXTENT
     PERMITTED BY LAW, THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
     ACTION BASED UPON OR ARISING OUT OF THIS NOTE OR THE TRANSACTIONS
     COMTEMPLATED HEREBY. The scope of this waiver is intended to be
     all-encompassing of any and all disputes that may be filed in any court
     and that relate to the subject matter of this transaction, including,
     without limitation, contract claims, tort claims, breach of duty claims,
     and all other common law and statutory claims. Each party further warrants
     and represents that it has reviewed this waiver with legal counsel, and
     that it knowingly and voluntarily waives jury trial rights following
     consultation with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT
     IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL
     APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS, OR
     MODIFICATIONS TO THIS NOTE. IN THE EVENT OF LITIGATION, THIS NOTE MAY BE
     FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

8.   REQUIREMENTS FOR TRANSFER.

     a.   The initial Holder hereby certifies, warrants and covenants to Maker,
          under penalties of perjury, that

          (i)   Holder (and any person on whose behalf Holder is acting) is not
                a United States person as that term is defined in the income 
                tax laws of the United States, 

          (ii)  Holder is the beneficial owner of this Note,

          (iii) Holder is not a ten percent (10%) shareholder of Maker as
                defined by the Internal Revenue code of 1986, as amended,
                Section 871(h)(3),

          (iv)  a United States Internal Revenue Service Form W-8 shall be
                executed by or on behalf of Holder, and


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          (v)   Holder promises to notify Maker within 30 days of occurrence if
                its country of citizenship, residence or organization is found
                to be, or changes to, the United States.

     b.   Each subsequent Holder who is not a United States person will be
          required to certify to Maker the information set out in subsection
          8.a. above by execution of a Transfer Statement in the form attached
          to this Note as Exhibit A in order to effect the transfer of record
          title to this Note to a transferee on the books of the Maker. A
          Transfer Statement submitted to the Maker by any transferee who is a
          United States person shall have paragraph B thereof deleted and a
          United States Internal Revenue Service Form W-9 attached.
         
     c.   Any subsequent Holder who is or becomes a United States person shall
          promptly provide to Maker a United States Internal Revenue Service
          Form W-9.

     d.   Each Holder shall re-certify the information set forth in subsection
          8.a. above to Maker annually or as more frequently requested by
          Maker.

     e.   Each subsequent Holder / transferee shall complete, execute and
          deliver to Maker, a Transfer Statement, in the form attached to this
          Note as Exhibit A, without change or alteration, except as provided
          or permitted in Section 8.b. of this Note.

9.   CAPTIONS AND CERTAIN DEFINITIONS. The captions, headings, and arrangements
     used in this Note are for convenience only and do not affect, limit,
     amplify, or modify the terms of this Note. As used in this Note, the term
     (a) "Holder" means "Holder" as defined in the preamble to this Note and
     all subsequent holders or transferees of this Note, and (b) "Maker" means
     "Maker" as defined in the preamble to this Note and all subsequent holders
     and transferees of this Note, and (b) "Maker" means "Maker" as defined in
     the preamble to this Note and its successors and assigns.

10.  APPLICABLE LAW. This Note shall be governed by and construed in accordance
     with the laws of the State of Texas and the laws of the United States
     applicable to transactions within such state.


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THE SECURITY REPRESENTED BY THIS NOTE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT"), OR ANY OTHER APPLICABLE
SECURITIES LAW. THE SECURITIES REPRESENTED BY THIS NOTE MAY BE TRANSFERRED
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER, OR IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER, THE ACT AND IN ACCORDANCE WITH ANY OTHER
APPLICABLE SECURITIES LAWS.


                                       STRIKER INDUSTRIES, INC.
                                       A Delaware Corporation

                                       By:
                                          ------------------------------------
                                       Name: Matthew D. Pond
                                       Title: Chief Financial Officer


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                                   EXHIBIT A
                               TRANSFER STATEMENT


A.   The undersigned Holder ("Holder") hereby transfers and assigns to
     _______________ ("Transferee") all of Holder's right, title and interest
     in and to that one certain 10.25% Subordinated Promissory Note No._____
     dated ____ _, 1997 (the "Note"), executed by Striker Industries, Inc.
     ("Maker") and payable to the order of Holder in the original principal
     amount of $_________.

B.   Transferee hereby certifies, warrants and covenants to and with Holder and
     Maker, under penalties of perjury, that

          (i)   the Transferee (and any person on whose behalf Transferee is
                acting) is not a United States person as that term is defined 
                in the income tax laws of the United States;

          (ii)  the Transferee is the beneficial owner of the Note;

          (iii) the Transferee is not a ten percent (10%) shareholder of the
                Maker as defined by the Internal Revenue code of 1986 (as
                amended, the "Code") Section 871(h)(3);

          (iv)  a United States Internal Revenue Service Form W-8 executed by 
                or on behalf of the Transferee is attached hereto; and

          (v)   the Transferee promises to notify Maker within 30 days of
                occurrence if its country of citizenship, residence, or
                organization is found to be, or changes to, the United States.

C.   Transferee hereby further certifies, warrants and covenants to and with
     Holder and Maker that:

          (i)   the Transferee has been furnished with and read carefully the
                Confidential Private Placement Memorandum dated _____, 1997 
                (the "Memorandum"), including the Attachments thereto, pursuant
                to which this Note was acquired by the initial Holder hereof 
                and understands the terms of the offering of the Notes;


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          (ii)  the Transferee affirms hereby directly to Maker as its, his or
                her own representations and warranties each of the
                representations and warranties of a subscriber to a Note
                contained in Section 3. of the Subscription Agreement included
                as an Attachment to the Memorandum ; and 

          (iii) the Transferee is an "accredited investor" as that term is
                defined in Rule 501 (a) of Regulation D promulgated under the
                Act.


TRANSFEREE:                            HOLDER/TRANSFEROR:

By:                                    By:
   --------------------------------       -----------------------------------
Name:                                  Name:
     ------------------------------         ---------------------------------
Title:                                 Title:
      -----------------------------          --------------------------------
Date:                                  Date:
     ------------------------------         ---------------------------------

Address of Transferee:

-----------------------------------

-----------------------------------

-----------------------------------

-----------------------------------

STRIKER INDUSTRIES, INC..:

By:                                
   --------------------------------
Name:                              
     ------------------------------
Title:                             
      -----------------------------
Date:                              
     ------------------------------


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