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                                                                   EXHIBIT 10.41




                               PROMISSORY NOTE


$750,000                       Houston, Texas                  December 30, 1996
                                             

              FOR VALUE RECEIVED, the undersigned, Casa Ole No. 29, Inc.
("Maker"), promises to pay to the order of Rainbolt, Inc. ("Payee"), the
principal sum of Seven Hundred Fifty Thousand and No/100 Dollars ($750,000) as
provided below. All payments on this Note shall be due and payable in lawful
currency of the United States of America, in immediately available funds at the
office of Payee, at 709 Oakridge, Victoria, Texas 77905, or such other address
as Payee may designate.

       1.     Payments. The principal balance on this Note shall be due and
              payable in equal annual installments commencing on the first
              business day of January 1997 and concluding on the first business
              day of January 2001 (the "Maturity Date"). Interest on the
              balance of this Note shall accrue from the date of this Note
              until the Maturity Date and be payable by Maker to Payee annually
              with a final payment of all then unpaid and accrued interest due
              and payable on the Maturity Date. The principal amount
              outstanding from time to time hereunder shall bear interest
              calculated daily on the basis of a 365-day year, at an annual
              rate equal to 6%. A fee of $25.00 per day will accrue for each
              day payment is late.

       2.     Prepayments. The unpaid principal balance of this Note or any
              accrued and unpaid interest on this Note may be prepaid in whole
              or in part at any time without premium or penalty.

       3.     Events of Default and Remedies. Without notice or demand (which
              are hereby waived), the entire unpaid principal balance of, and
              all accrued interest on, this Note shall immediately become due
              and payable at the option of the holder hereof upon the
              occurrence of any Event of Default. An Event of Default shall
              occur (a) if Maker defaults in the payment of any amount due
              hereunder, and such default continues for a period of ten (10)
              days after written notice is received from Payee, or (b) if Maker
              defaults in the performance of any covenant, condition,
              obligation or agreement contained herein and such default
              continues for a period of ten (10) days after written notice is
              received from Payee.

       4.     Maximum Rate. It is the intention of the parties hereto to
              conform strictly to any usury laws in force that apply to this
              transaction. Accordingly, all agreements among the parties
              hereto, whether previously existing, now existing or hereafter
              arising and whether written or oral, are hereby limited so that
              in no contingency, whether by reason of acceleration of the
              maturity of
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Promissory Note

              the amounts owing under this Note or otherwise, shall the
              interest (and all other sums that are deemed to be interest)
              contacted for, charged or received by Payee with respect to this
              Note, exceed the "Highest Lawful Rate". The "Highest Lawful Rate"
              means the maximum nonusurious interest rate, if any, that at any
              time or from time to time may be contracted for, taken, reserved,
              charged or received under the laws of the United States and the
              laws of such states as may be applicable thereto which are
              presently in effect or, to the extent allowed under such
              applicable laws of the United States and the laws of such states,
              which may hereafter be in effect and which allow a higher maximum
              nonusurious interest rate than applicable laws now allow. If,
              from any circumstance whatsoever, interest under any agreement to
              which Maker and Payee are parties would otherwise be payable in
              excess of the Highest Lawful Rate, and if from any circumstance
              Payee shall ever receive anything of value deemed interest by
              applicable law in excess of the Highest Lawful Rate, then Payee's
              receipt of such excess interest shall be deemed a mistake and the
              same shall, so long as no Event of Default under this Note or the
              Security Agreement shall be continuing, at the option of Maker,
              either be repaid to Maker or credited to the unpaid principal;
              provided, however that if an Event of Default shall have occurred
              and be continuing, and Payee shall receive excess interest during
              such period, then Payee shall have the option of either crediting
              such excess amount to principal or refunding such excess amount
              to Maker. All interest paid or agreed to be paid to Payee shall,
              to the extent allowed by applicable law, be amortized, prorated,
              allocated, and spread throughout the full period of Maker's
              credit relationship with Payee until payment in full of the
              principal (including the period of any renewal or extension) so
              that the interest for such full period shall not exceed the
              Highest Lawful Rate.

       5.     Attorneys' Fees and Costs. In the event this Note is placed in
              the hands of an attorney for collection, or in the event this
              Note is collected in whole or in part through legal proceedings
              of any nature, Maker promises to pay all costs of collection,
              including, but not limited to, reasonable attorneys' fees
              incurred by the holder hereof on account of such collection,
              regardless of whether suit is filed.

       6.     Successors and Assigns. All of the covenants, stipulations,
              promises and agreements in this Note by or on behalf of Maker
              shall bind Maker's successors and assigns, regardless of whether
              so expressed; provided, however, that Maker may not, without the
              prior written consent of Payee, assign any of its rights, powers,
              duties, or obligations under this Note.

       7.     Invalid Provisions. Any provision in this Note prohibited by law
              shall be ineffective only to the extent of such prohibition and
              shall not invalidate the remainder of this Note.
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Promissory Note

       8.     GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
              ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND APPLICABLE
              FEDERAL LAW.

       9.     Notices. Any notice or demand given hereunder by the holder
              hereof shall be deemed to have been given and received (a) when
              actually received by Maker, if delivered in person, or (b) if
              mailed, on the earlier of the date actually received or,
              regardless of whether ever received, three (3) business days
              after a letter containing such notice, certified or registered,
              with postage prepaid, addressed to Maker, is deposited in the
              United States mail. The address of Maker is as follows:

                     Casa Ole No. 29, Inc.
                     1135 Edgebrook
                     Houston, TX 77034
                     Attn: Stacy M. Riffe
                     Fax No.: (713) 943-9554

              Maker may change its address by written notice to Payee.

       10.    Headings. The headings of the sections of this Note are inserted
              for convenience only and shall not be deemed to constitute a part
              hereof.

       EXECUTED as of the day and year first above written.

                                             Rainbolt, Inc.                    
                                             ----------------------------------
                                             Maker
                            
                                      By:                                      
                                             ----------------------------------
                                      Name:                                    
                                             ----------------------------------
                                      Title:                                   
                                             ----------------------------------
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                          BILL OF SALE AND ASSIGNMENT

Date.

       December 30, 1996 at 12:01 o'clock A.M.

Seller:

       Rainbolt, Inc., a Texas corporation

Seller's Address (including County)

       709 Oakridge
       Victoria, Texas 77905
       (Victoria County)

Purchaser:

       Casa Ole' No. 29, Inc.

Purchaser's Address (including County)

       1135 Edgebrook
       Houston, Texas 77034
       (Harris County, Texas)

Consideration:

       Seven Hundred Fifty Thousand Dollars
       ($750,000)

Goods:

       All of the assets, property, leaseholds, business, goodwill, trade
names, and franchises used in or required for that certain restaurant business
owned and operated by Seller at 391 Victoria Mall in Victoria, Texas,
including, but not limited to, its furniture, fixtures, inventories, and
supplies..

Excluded Goods:

       None

Encumbrances:

       None
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Sale and Conveyance:

       Seller, for the Consideration, hereby sells and conveys the Goods to
Purchaser, but does not sell or convey to Purchaser the Excluded Goods. Title
to the Goods is intended to pass from Seller to Purchaser upon the delivery of
this Bill of Sale and Assignment, regardless where the Goods may be situated.

Warranties:

       Seller warrants to Purchaser that:

              1)     the title to the Goods is good and its transfer rightful.

              2)     the Goods are hereby delivered free from any security
                     interest or other lien or encumbrance, except the
                     Encumbrances.

              3)     the Goods are merchantable.

Negation of Assumption:

       Seller hereby acknowledges that the Purchaser does not assume or agree
to pay or satisfy any of Seller's liabilities or obligations, whether
associated with the business referred to above or otherwise.

                                          SELLER:
                                             
                                          Rainbolt, Inc.

                                          BY     
                                             ----------------------------------
                                             Jack R. Goodwin, President


                                ACKNOWLEDGEMENT

STATE OF TEXAS
COUNTY OF NUECES

       This instrument was acknowledged before me on the ____ day of December,
1996 by Jack R. Goodwin in his capacity as president of Rainbolt, Inc.


                                             ----------------------------------
                                             Notary Public
                                             (Affix Seal)
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                                    GUARANTY

       For value received, CASA OLE RESTAURANTS, INC. hereby guarantees payment
to RAINBOLT, INC., or its successors and assigns, obligee, of the City of
Victoria, County of Victoria, State of Texas, of that certain Promissory Note
in the amount of SEVEN HUNDRED FIFTY THOUSAND AND NO\100 ($750,000.00) payable
from CASA OLE NO.29, INC. to RAINBOLT, INC., dated the 30th day of December,
1996, a copy of which is attached hereto as Exhibit "A" and incorporated
herein by this reference. CASA OLE RESTAURANTS, INC., acknowledges, as
evidenced by the resolution of its board of directors, attached hereto as
Exhibit "B" and incorporated herein by this reference, that this guaranty is
authorized by the Board of Directors and that the guaranty is reasonably
expected to directly or indirectly benefit CASA OLE RESTAURANTS, INC.

       CASA OLE RESTAURANTS, INC. waives diligence on the part of RAINBOLT,
INC., its successors and assigns, in the collection of that indebtedness, and
agree that RAINBOLT, INC., its successors and assigns, shall be under no
obligation to notify CASA OLE RESTAURANTS, INC. of the acceptance of the
guaranty or of any credit extended on the face of this guaranty, or of any
renewals or extensions of the indebtedness. RAINBOLT, INC., its successors and
assigns, shall have the privilege of granting such renewals and extensions as
it may deem proper. Notwithstanding language to the contrary herein, RAINBOLT,
INC. agrees to give


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CASA OLE RESTAURANTS, INC., 10 days written notice of a default on the part of
CASA OLE 29, INC. and an opportunity to cure the default as provided in the
note. This guaranty is in addition to such other security, if any, as RAINBOLT,
INC., its successors and assigns, now or hereafter may have. RAINBOLT, INC.,
its successors and assigns, may surrender or release all or any portion of such
other security, without in any way affecting the liability herein of CASA OLE
RESTAURANTS, INC. It shall not be necessary for RAINBOLT, INC., its successors
and assigns, in order to enforce payment by CASA OLE RESTAURANTS, INC., of the
indebtedness, to first institute suit or to pursue or exhaust its remedies
against CASA OLE NO. 29, INC., or against any other security that RAINBOLT,
INC., its successors and assigns, may have.

       CASA OLE RESTAURANTS, INC., acknowledges that this guaranty is in effect
and that it is binding on it without reference to whether it is signed by any
other person, persons or entities. CASA OLE RESTAURANTS, INC., agrees that the
guaranty shall continue in full force and effect, notwithstanding the death or
the release by agreement or by operation of law of, or the extension of time
to, any other guarantor or guarantors as to obligations then existing.

       This agreement is to be performed in the County of Victoria, State of
Texas, and any suit on this guaranty or for any breach



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of this guaranty may be brought and prosecuted in the courts of that county.

       Executed the 31 day of December, 1996.

                                         CASA OLE RESTAURANTS, INC.
                                          
                                         BY:  /s/ STACY M. RIFFE               
                                             ----------------------------------

                                              STACY M. RIFFE  
                                             ----------------------------------
                                              (Printed Name)

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

                                         ITS: VICE PRESIDENT, CFO             
                                             ----------------------------------
                                             (Official Capacity)
THE STATE OF TEXAS             )

COUNTY OF HARRIS)              )

       This instrument was acknowledged before me on this the 31 day of
December, 1996, by Stacy M. Riffe, Vice President, CFO of CASA OLE RESTAURANTS,
INC., a Texas (State) corporation, on behalf of said corporation.

                                           SUE SONDEREGGER
     [SEAL]                                -------------------------------------
SUE SONDEREGGER                            NOTARY PUBLIC, STATE OF TEXAS
MY COMMISSION EXPIRES                                                     
    June 12, 1999                          SUE SONDEREGGER                   
                                           -------------------------------------
                                           My commission expires:  June 12, 1999



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