Exhibit 4.9


                               PROMISSORY NOTE


 $50,000.00                                                   August 31, 1997

      FOR VALUE RECEIVED, the undersigned promises to pay to the order of  Ed
 Stefanko, ("Payee"), the principal sum of Fifty Thousand and NO/lO0  dollars
 ($50,000.00) with  interest  on the  principal  balance from  time  to  time
 remaining unpaid prior to  maturity at the rate  (the "Applicable Rate")  of
 the lesser of (i) Twenty  four percent (24%) per  annum or (ii) the  highest
 rate of interest permitted by applicable law.

      Interest shall be  payable monthly during the  term of this Note,  with
 the first payment due September 30, 1997 and continuing monthly  thereafter,
 with the entire  unpaid amount  of principal  and accrued  interest due  and
 payable in its entirety on August 31, 2002.  Interest on this Note shall  be
 calculated at a  daily rate  equal to 1/360  of the  annual percentage  rate
 stated above,  subject to  the provisions  hereof limiting  interest to  the
 maximum permitted by applicable law.

      This Note may be prepaid without penalty.

      The undersigned and all other  parties now or hereafter liable for  the
 payment  hereof,  whether  as  endorser,  guarantor,  surety  or  otherwise,
 severally waive  demand,  presentation,  notice of  dishonor,  diligence  in
 collection, grace, notice (except  as otherwise expressly provided  herein),
 protest, notice of intent to accelerate the maturity as herein provided, and
 consent to  all renewals  and extensions  which  from time  to time  may  be
 granted by the  holder hereof and  to all partial  payments hereon,  whether
 before or after maturity.

      If  this Note  is  not  paid  when  due,  whether  at  maturity  or  by
 acceleration, or if it is collected  through a bankruptcy, probate or  other
 court; whether  before or  after maturity,  the  undersigned agrees  to  pay
 reasonable attorney's fees together with  all actual expenses of  litigation
 and cost of Court, incurred by the holder hereof.

      This Note shall  be secured pursuant  to a Security  Agreement of  even
 date herewith.

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      All agreements  between the  Maker  and the  holder hereof  are  hereby
 expressly limited so that  in no contingency or  event whatsoever shall  the
 amount paid,  or agreed  to be  paid,  to the  holder  hereof for  the  use,
 forbearance or detention  of the  money to  be loaned  hereunder exceed  the
 maximum amount permissible under the applicable law.  In the event  that the
 maturity of  this Note  should be  accelerated for  any reason  then  earned
 interest may  never include  more than  the maximum  amount permitted  under
 applicable law and  any unearned interest  in excess of  the maximum  amount
 permitted under  applicable law  shall be  cancelled automatically  and,  if
 theretofore paid, shall be  refunded to the undersigned  or credited to  the
 principal amount owing on this Note. If, from any circumstances  whatsoever,
 fulfillment of  any  provision  hereof  at  the  time  performance  of  such
 provision shall  be due  shall involve  transcending the  limit of  validity
 prescribed by  applicable  law,  then, ipso  facto,  the  obligation  to  be
 fulfilled shall be reduced to  the limit of such  validity, and if from  any
 circumstances the holder hereof  should ever receive  as interest an  amount
 that would  exceed  the highest  lawful  rate,  such amount  that  would  be
 excessive interest shall be applied to the reduction of the principal amount
 owning thereunder and not  to the payment of  interest or if such  excessive
 interest exceeds  the  unpaid balance  of  principal, the  excess  shall  be
 refunded to the Maker hereof.  All sums contracted for, charged or  received
 hereunder  for  the  use,  forbearance  of  detention  of  the  indebtedness
 evidenced hereby  shall,  to the  extent  permitted by  applicable  law,  be
 amortized, prorated, allocated and spread through the full term of this Note
 until payment in full so that  the rate of interest  on the account of  such
 indebtedness is  uniform  through the  full  term  hereof.   The  terms  and
 provision  of  this  paragraph  shall  control  and  supersede  every  other
 provision of all agreements between the undersigned and the holder hereof.

      This Note shall be governed  by, and construed in accordance with,  the
 laws of the State of Texas and the  United States of America to the  extent,
 and only to the extent, that the laws of the United States of America permit
 a greater rate of interest to be contracted for, received, charged, reserved
 or taken that would otherwise  be permitted under the  laws of the State  of
 Texas.  Unless  changed in accordance  with applicable  law, the  applicable
 rate ceiling  under  Texas  law  shall be  the  indicated  rate  ceiling  as
 described in Tex. Rev. Civ. State. Ann. art. 5069-1.04(a), as amended.

                            MAKER

                            /s/
                            --------------------------
                            Varga Investments Inc.
                            By: Ed Stefanko, President