SECURED PROMISSORY NOTE

$2,500,000                        June 30, 1997                   Houston, Texas

         As hereinafter  stipulated,  for value  received,  without  grace,  the
undersigned ("Borrower"),  promises to pay to the order of EIF Holdings, Inc., a
Hawaii corporation  ("Lender"),  at 616 FM 1960 West, Suite 630, Houston,  Texas
77090, or at such address as Lender may designate in writing, (the term "Lender"
shall herein in every instance  refer to any owner or holder of this Note),  the
principal sum of Two Million Five Hundred  Thousand Dollars  ($2,500,000),  plus
simple  interest  at the rate of ten  percent  (10%) per annum on the  principal
amount of the Note actually advanced prior to maturity as hereinafter set forth.
The  principal  indebtedness  and accrued  interest  thereon shall bear interest
after maturity (whether by acceleration or otherwise) at the maximum nonusurious
rate provided by applicable law.

         This Note shall be payable as follows:

                  The entire balance of principal and accrued  interest shall be
                  due and payable in one (1) installment on June 30, 1998.

         This Note is secured by all  security  agreements,  pledge  agreements,
financing statements and other security documents  (collectively,  the "Security
Documents")  now or hereafter  executed  and  delivered by Borrower to Lender or
other holder of this note.

         If default be made in the payment,  in whole or in part, of any sum due
hereunder,  or if default be made under the terms and provisions of the Security
Documents  securing this Note, the holder hereof shall have the right and option
to declare the unpaid balance of principal and accrued  interest on this Note at
once due and payable  without  notice or demand and to foreclose all pledges and
liens securing payment of same. Failure to exercise this option upon any default
shall not  constitute  a waiver of the right to  exercise it in the event of any
subsequent default.

         Borrower hereby agrees to pay all expenses incurred, plus and including
reasonable  attorney's  fees in an amount of not less than ten percent  (10%) of
the amount of the principal and interest then unpaid,  all of which shall become
a part of the  principal  hereof  if this  Note is  placed  in the  hands  of an
attorney  for  collection,  or if  collected  by suit or  through  any  probate,
bankruptcy or other legal or judicial procedure,  whether through formal probate
court, bankruptcy court or any informal proceedings related thereto.

         Whether  or not the  maturity  of this  Note  is  accelerated,  for any
reason,  before the due date stated,  interest (however denominated) shall never
include more than the maximum amount permitted by law. In the event it should be
held that the interest  payable under this Note,  or otherwise,  is in excess of
the  maximum  amount  permitted  by law and any  excess of said  maximum  amount
permitted by law shall be  automatically  null and void and shall be credited to
the principal amount of this Note, if any remains unpaid; otherwise, it shall be
refunded to Borrower if theretofore paid.


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         Borrower,  all makers,  assignors,  sureties,  endorsers and guarantors
hereof severally waive  presentment for payment,  protest,  dishonor,  notice of
protest, notice of intent to accelerate,  and notice of acceleration of maturity
in the event of  non-payment of this Note, and all defenses on the ground of any
extension  of the time of this  payment that may be given by the holder to them,
or any of them.  Borrowers,  if more  than  one,  agree  that  the  indebtedness
evidenced by this Note shall be and is the joint and several  obligation of each
Borrower.

         All  questions  of law and fact  shall be  governed  by the laws of the
State of Texas.

         In addition  to the  monthly  installments  hereinabove  provided  for,
Borrower  shall  have the right and  option to pay all or any part of the unpaid
principal  balance,  plus accrued interest an any time before maturity,  without
penalty;  provided,  however,  no partial prepayment of principal shall have the
effect of delaying or deferring  payment of the next  succeeding  installment on
this Note on the  regularly  scheduled  due date  thereon,  and any such partial
prepayment  of  principal   shall  be  applied  to   satisfaction,   or  partial
satisfaction, of the principal installment then last due on this Note.

                                            BORROWER:

                                            REGAL OAK PROPERTIES, INC.

                                            Authorized Agent:

                                            /s/Tyrell Garth
                                            -----------------------------------


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