<PAGE>   1
                                                              EXHIBIT 10(E)

                          ARGOSY ENERGY INTERNATIONAL

                                    STAGE II
                                PROMISSORY NOTE

U.S.$4,800,000                                              October 25, 1995

        FOR VALUE RECEIVED, ARGOSY ENERGY INTERNATIONAL ("Borrower"), a limited 
partnership organized and existing under the laws of the State of Utah, hereby 
promises to pay to the order of Texas Commerce Bank National Association 
(herein, together with any successor or assign thereof, the "Lender"), in 
lawful currency of the United States of America and in immediately available 
funds, at the principal office of the Lender (located at 712 Main Street, 
Houston, Texas), the principal sum of Four Million Eight Hundred Thousand 
United States Dollars (U.S.$4,800,000), or, if less, the aggregate principal 
amount outstanding hereunder together with interest thereon as hereinafter 
provided. The principal amount hereof shall be repayable in semi-annual 
installments as set forth on Schedule I hereto, as such schedule may be 
modified by the Overseas Private Investment Corporation ("OPIC") in accordance 
with Sections 3.6 and 3.8 of the Finance Agreement between Borrower and OPIC 
dated may 2, 1994 (as amended, restated or supplemented from time to time, the 
"Finance Agreement"). Each such principal payment installment date being 
referred to herein as a "Payment Date".

        Borrower shall pay interest to the Lender on the outstanding, paid 
principal amount hereof accruing from and including the date hereof at the 
lesser of (a) the Interbank Offered Rate (as hereinafter defined and as 
adjusted from time to time as hereinafter provided), plus 0.25% per annum or 
(b) the highest rate permitted by applicable law (the "Highest Lawful Rate"). 
Borrower shall make interest payments to the Lender on each Interest Payment 
Date (as hereinafter defined) occurring during an Interest Period. The 
interest payment due on any such Interest Period, terminating immediately prior 
to such Interest Payment Date, except that the final installment of the unpaid 
principal amount of this Promissory Note is paid (the "Stage II Maturity 
Date"). For purposes hereof, "Interest Payment Date" means each March 15, 
June 15, September 15 and December 15 so long as this Promissory Note remains 
outstanding.

        The term "Interest Period" shall mean the period commencing on the day 
following the last day of the immediately preceding Interest Period (or, in the 
case of the first Interest Period, the date hereof) and ending at the close of 
business on the last day of the period selected by the Borrower pursuant to 
Section 2.2 of the Loan Agreement.
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Borrower may, upon notice received by the Lender, select in accordance with 
Section 2.2 of the Loan Agreement; provided however, that:

     (i) the duration of any Interest Period which commences before any Payment
Date required hereunder and otherwise ends after such date shall end on such
date:

     (ii) the duration of any Interest Period which otherwise ends after the 
15th day of the last month of such Interest Period shall end on the 15th day of 
such month;

     (iii) whenever the last day of any Interest Period would otherwise occur on
a day other than a Business Day (as hereafter defined), the last day of such
Interest Period shall be extended to occur on the next succeeding Business Day;
and

     (iv) there shall be no more than one Interest Period in effect at any one
time.

     For any Interest period, "Interbank Offered Rate" shall mean the rate of
interest determined by the Lender to be the prevailing rate per annum at which
deposits in U.S. dollars are offered to the Lender by first-class banks in the
interbank eurodollar market in which it regularly participates on or about 10:00
a.m. (Houston time) two Business Days before the first day of such Interest
Period. The Interbank Offered Rate shall be predetermined as above for each
Interest Period. The Interbank Offered Rate shall be predetermined as above for
each Interest Period, and the rate so adjusted will be in effect as of the first
day of each Interest Period and shall continue in effect throughout such
Interest Period.

     All computations of interest hereunder shall be made on the basis of a 
360-day year and paid for the actual number of days elapsed. Whenever any 
payment under this Promissory Note shall be payable on any day that is not a 
Business Day, such payment shall be made on the next succeeding Business Day. 
The term "Business Day" shall mean any day except a Saturday, Sunday or other 
day on which commercial banks in Houston, Texas, or Washington, D.C., or New 
York City, New York are authorized by law to close.

     All payments shall be by wire transfer of immediately available funds in 
accordance with instructions given by the Lender to Borrower, or, at the 
Borrower's option, by debiting an account of the Borrower maintained with the 
Lender. All scheduled payments shall be applied: first, to the payment of 
accrued and unpaid interest then due and payable, and second, to the payment of 
principal then due and payable.

     This Promissory Note is issued under and is subject to the provisions of 
(i) the Finance Agreement and (ii) the letter loan agreement between Borrower 
and Lender dated as of August 3, 1994 (as amended, restated or supplemented 
from time to time, the "Loan Agreement"). This Promissory Note is valid only 
when the Guaranty Endorsement of OPIC has been affixed hereto. Subject to the 
Guaranty Agreement, the


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Lender may enforce the agreements of Borrower contained herein which are for 
the benefit of the Lender, and may exercise the remedies of the Lender provided 
for herein or in the Guaranty Agreement or otherwise available at law or in 
equity.

     Prior to the last day of the Commitment Period (as defined in the Finance
Agreement), Borrower shall not have the right to prepay any principal amount
outstanding hereunder. Thereafter, Borrower shall have the right to prepay the
outstanding principal amount of this Promissory Note in whole or in increments
of $100,000 from time to time on any Payment Date, without payment of premium to
the Lender, provided the Borrower (i) gives OPIC and the Lender at least five
(5) Business Days' notice of the amount and payment date of such optional
prepayment and (ii) has paid to OPIC any premium required by Section 3.7 of the
Finance Agreement at least five (5) Business Days prior thereto. Any such
optional prepayment will be applied first to accrued, unpaid interest and then
to principal installments of this Promissory Note in inverse order of
maturities.

     This Promissory Note is also subject to mandatory prepayment under the 
terms of the Finance Agreement. Borrower shall give OPIC and the Lender at 
least five (5) Business Days' notice of the amount and payment date of such 
mandatory prepayment, which will be applied first to accrued, unpaid interest 
and then to principal installments of this Promissory note in inverse order of
maturities.

     Upon the occurrence, and during the continuance, of an Event of Default 
(as defined in the Finance Agreement), the Principal of this Promissory Note 
and interest occurred hereon may be declared by OPIC to be forthwith due and 
payable as provided in the Finance Agreement.

     Subject to Section 10.4 of the Loan Agreement, no reference herein to the 
Finance Agreement, the Loan Agreement or the Guaranty Agreement (as defined in 
the Guaranty Endorsement hereto) and no provision of this Promissory Note, the 
Finance Agreement, the Loan Agreement or the Guaranty Agreement shall alter or 
impair the obligation of Borrower to pay the principal of and interest on this 
Promissory Note as provided herein. The provisions of this Promissory Note may 
be modified or amended only by an instrument in writing signed by duly 
authorized representatives of the Lender, OPIC and Borrower.

     Without prejudice to the rights of the holder of this Promissory Note to 
bring suit in the courts of any other jurisdiction, any proceeding by the 
Lender to enforce this Promissory Note or related rights may be brought in the 
courts of the United States of America in the District of Columbia. Borrower 
hereby waives any present or future objection to such venue and irrevocably 
consents and submits to the nonexclusive jurisdiction in personam of any such 
court. Borrower has irrevocably designated and appointed CT Corporation System, 
1025 Vermont Avenue, NW, Washington, D.C., as its authorized agent to receive, 
accept and acknowledge on its behalf service of process in any such proceeding, 
and its agrees that service of process upon such agent shall be 


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<PAGE>   4
deemed and held in every respect to be valid personal service upon it. Borrower 
shall maintain such appointment continuously in effect at all times while 
Borrower is indebted hereunder.

     The Borrower hereby waives grace, demand, presentment for payment, notice 
of dishonor, default, notice of acceleration or notice of intent to accelerate 
the maturity hereof, protest and notice of protest and diligence in collecting 
and bringing of suit against any party hereto, and agrees to all renewals, 
extensions or partial payments hereon and to any release or substitution of 
security herefor, in whole or in part, with or without notice, before or after 
maturity. No failure on the part of the Lender to exercise, and no delay on the 
part of the Lender in exercising, any right under this Promissory note or 
otherwise shall operate as a waiver of such right nor shall any single or 
partial exercise of any such right preclude any other or further exercise 
thereof or the exercise of any other right. The remedies herein provided are 
cumulative and not exclusive of any remedies provided by law. No course of 
dealing between the Borrower and the Lender shall operate as a waiver of any 
right of the Lender.

     All agreements between the Borrower and the Lender, whether now existing 
or hereafter arising and whether written or oral, are hereby expressly limited 
so that in no contingency or event whatsoever, whether by reason of demand 
being made in respect of an amount due under any Loan Document or otherwise, 
shall the amount paid, or agreed to be paid, to the Lender for the use, 
forbearance, or detention of the money to be loaned under the Loan Agreement, 
this Promissory Note, or any other Loan Document or otherwise or for the 
payment or performance of any covenant or obligation contained herein or in any 
other Loan Document exceed the Highest Lawful Rate. If, as a result of any 
ciecumstances whatsoever, fulfillment of any provision hereof or of any of such 
documents, at the time performance of such provision shall be due, shall 
involve transcending the limit of validity prescribed by applicable usury law, 
then, ipso facto, the obligation to be fulfilled shall be reduced to the limit 
of such validity, and if, from any such circumstance, the Lender shall ever 
receive interest or anything which might be deemed interest under applicable 
law which would exceed the Highest Lawful Rate, such amount which would be 
excessive interest shall be applied to the reduction of the principal amount 
owing on account of the Lender's Notes or the amounts owing on other 
obligations of the Borrower to the Lender under any Loan Document and not to 
the payment of interest or if such excessive interest exceeds the unpaid 
principal balance of the Notes and the amounts owing on other obligations of 
the Borrower to the Lender under any Loan Document, as the case may be, such 
excess shall be refunded to the Borrower. All sums paid or agreed to be paid to 
the Lender for the use, forbearance, or detention of the indebtedness of the 
Borrower to the Lender, to the extent permitted by applicable law, shall be 
amortized, prorated, allocated, and spread throughout the full term of such 
indebtedness until payment in full of the principal (including the period of 
any renewal or extension thereof) so that the interest on account of such 
indebtedness shall not exceed the Highest Lawful Rate. Notwithstanding anything 
to the contrary contained in any Loan Document, it is understood and agreed 
that if at any time the rate of interest which accrues on the


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outstanding principal balance of the Notes shall exceed the Highest Lawful 
Rate, the rate of interest which accrues on the outstanding principal balance 
of the Notes shall be limited to the Highest Lawful Rate, but any subsequent 
reductions in the rate of interest which accrues on the outstanding principal 
balance of the Notes shall not reduce the rate of interest which accrues on the 
outstanding principal balance of any Note below the Highest Lawful Rate until 
the total amount of interest accrued on the outstanding principal balance of 
the Notes equals the amount of interest which would have accrued if such 
interest rate had at all times been in effect.

     THIS PROMISSORY NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH 
THE LAWS OF THE DISTRICT OF COLUMBIA WITHOUT REGARD TO ITS CONFLICT OF LAWS 
PROVISIONS.

     IN WITNESS WHEREOF, Borrower acting by its duly authorized representative 
has caused this Promissory Note to be executed and delivered to the Lender on 
the date first above written.


                                        ARGOSY ENERGY INTERNATIONAL,
                                           a limited partnership

                                           By:  Argosy Energy Incorporated
                                                its general partner


                                           By:     W. KIRK BOSCHE
                                                 ---------------------------
                                           Name:   W. Kirk Bosche
                                                 ---------------------------
                                           Title:  Vice President
                                                 ---------------------------

                              GUARANTY ENDORSEMENT

     This Promissory Note is one of the Guaranteed Notes described in the 
Guaranty Agreement dated July 26, 1994, between Overseas Private Investment 
Corporation and Texas Commerce Bank National Association (as amended, restated 
or supplemented from time to time, the "Guaranty Agreement"). Subject to the 
terms thereof, Overseas Private Investment Corporation guarantees the prompt 
payment when due of the principal of and interest on this Guaranteed Note.


                                        OVERSEAS PRIVATE INVESTMENT
                                           CORPORATION


                                           By:   CHARLES D. TOY
                                                 ---------------------------
                                           Its:  Vice President for Finance
                                                 ---------------------------
                        


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                                   Schedule I

                          ARGOSY ENERGY INTERNATIONAL
                            STATE II PROMISSORY NOTE
                         SCHEDULE OF PRINCIPAL PAYMENTS*


<TABLE>
<CAPTION>

   PAYMENT DATE                                PRINCIPAL AMOUNT DUE
   ------------                                --------------------

<S>                                                <C>
1995   December 15                                 $1,051,000

1996   June 15                                     $  589,500
       December 15                                 $  589,500

1997   June 15                                     $  441,000
       December 15                                 $  441,000

1998   June 15                                     $  390,000
       December 15                                 $  390,000 

1999   June 15                                     $  284,500
       December 15                                 $  284,500

2000   June 15                                     $  164,500
       December 15                                 $  164,500

2001   June 15                                     $   10,000

</TABLE>


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* This Schedule of Principal Payments is subject to change as set forth in 
section 3.6 and 3.8 of the Finance Agreement dated May 2, 1994, as amended, 
between Argosy and OPIC.