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                                                                  EXHIBIT 10.33


                             REAL ESTATE LIEN NOTE

$1,400,000.00                    Houston, Texas               September 1, 1998


For value received, the undersigned, as principal, (the "Maker") promises to
pay to the order of VISTA HEALTHCARE, INC., a Texas corporation (the "Payee"),
at the Payee's offices at 1401 Vista, Pasadena, Texas 77504, in legal and
lawful money of the United States of America the principal sum of ONE MILLION
FOUR HUNDRED THOUSAND AND NO/100 DOLLARS ($1,400,000.00), with interest thereon
from date hereof until maturity upon the balance of the principal sum at the
rate of EIGHT AND ONE-HALF PERCENT (8.5%) per annum until paid.


This Note, both as to principal and interest, shall be due and payable as
follows:

     Upon demand, but if demand not sooner made, in eighty-four (84) monthly
installments (both principal and interest), with the first installment in the
amount of TWENTY-TWO THOUSAND ONE HUNDRED SEVENTY-ONE AND 08/100 DOLLARS
($22,171.08) being due and payable on October 1, 1998 and a like installment to
be paid on or before the same calendar day of each succeeding month for
eighty-four (84) months until this Note is paid in full.

     All payments make under this Note shall be applied first to accrued
interest and the balance, if any, to principal.

     The Maker reserves the right to prepay this Note in whole or in part at
any time without the payment of a premium or penalty.


     It is the intention of the parties hereto to conform strictly to the
applicable laws of the State of Texas, the United States of America, and
judicial and/or administrative interpretations or determinations thereof
("Law"), regarding the contracting for, charging, and receiving of interest for
the use and detention of money. The owner and holder hereof shall have no right
to claim, charge, or receive any interest in excess of the maximum rate
allowable under the law on that portion of the face amount representing
principal which is outstanding and unpaid from time to time. Determination of
the rate of interest for the purpose of determining whether this Note is
usurious under the Law shall be made by amortizing, prorating, allocating and
spreading in equal parts during the period of the actual time of this Note, all
charged, or received in excess of the maximum lawful rate shall be deemed a
result of a mathematical error and a mistake; if this Note is paid in part by
the Maker prior to the end of the full stated term of this Note and the
interest received for the actual period of existence of this Note exceeds the
maximum lawful rate, the owner and holder shall credit the amount of the excess
against any amount owing under maturity, the owner shall refund to the Maker
the amount of such excess, and shall not be subject to any of the penalties
provided by Law for contracting for, charging or receiving Interest in excess
of the maximum lawful rate. Any such excess which is unpaid shall be canceled.


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     In the event of a failure to pay any installment of principal and/or
interest herein provided when due, or a breach of the provisions of any of the
instruments executed in connection with or securing this Note, or failure to
pay any obligation of whatever nature owed to the owner and holder hereof
whether such obligation is in existence now or in the future, or should the
owner and holder hereof deem itself insecure, then the owner and holder
thereof, at its option, may declare the entire principal balance and accrued
interest owing hereon at once due and payable without notice. Failure to
exercise this option shall not constitute a waiver of the right to exercise the
same in the event of any subsequent default.

     The makers, signers, sureties, guarantors, and endorsers of this Note
severally waive demand, presentment, notice of dishonor, diligence in
collecting, grace, notice and protest, notice of the failure to pay any
installments of principal or interest or both prior to acceleration of
maturity, notice of default, notice of intent to accelerate, notice of
acceleration of maturity, and agree to one or more extensions for any period of
periods of time and partial payments, before or after maturity, without
prejudice to the holder; and if this Note shall be collected by legal
proceedings through a probate or bankruptcy court or shall be placed in the
hands of an attorney for collection, the undersigned agree to pay not less than
fifteen percent (15%) of all unpaid principal and interest as reasonable
attorney's or collection fees, or such other amount for attorney's fees and
expenses as may be found by a court of competent jurisdiction as being
reasonable and customary.

     This Note, and the terms, conditions and obligations hereunder shall be
binding upon the parties hereto, their respective successors, assigns,
executors, and/or administrators as the case may be.

     Should this Note be signed by more than one person (reference herein to
any gender shall reference to all genders) and/or firm and/or corporation, all
of the obligations herein contained shall be considered joint and several
obligations of each signer hereof.

     This Note is secured by a deed of trust of even date herewith executed by
Maker to EDWIN LAMM, III, Trustee, securing the following real property:

                  4.5799 acres of land being the residue of Lot 14 of
         South Houston Gardens, Section 5, as recorded in Volume 4,
         Page 15 of the Map Records of Harris County, Texas, and lying
         in the Day Land and Cattle Company Survey, Abstract No. 1025,
         Harris County, Texas, said 4.5799 acres of land being more
         particularly described by metes and bounds in Exhibit A
         attached hereto and made a part hereof for all purposes.



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     The liens securing this note are secondary and inferior to the liens
securing the payment of the unpaid balance of that certain $1,500,000.00
indebtedness described in and secured by a deed of trust of record under
Clerk's file number N822396 in the County Clerk's Office of Harris County,
Texas, the payment of which indebtedness the Maker hereof has not assumed but
which the Payee herein as well as any other and holder of this note is
obligated to pay as and when due and should default be made in the payment
thereof the undersigned Maker has the right to cure such default and receive
credit on this note, all as provided in the hereinabove mentioned Deed and Deed
of Trust, which are referred to, incorporated herein, and made a part hereof.

     THIS LOAN IS PAYABLE IN FULL SEVEN YEARS FROM THE DATE HEREOF. AT
MATURITY, THE MAKER MUST REPAY THE ENTIRE PRINCIPAL BALANCE OF THE NOTE AND THE
UNPAID INTEREST THEN DUE. HOLDER IS UNDER NO OBLIGATION TO REFINANCE THIS NOTE
AT ANY TIME. YOU WILL THEREFORE, BE REQUIRED TO PAY OUT OF OTHER ASSETS WHICH
YOU OWN OR SEEK FINANCING FROM A LENDER, WHICH MAY BE THE HOLDER OF THIS NOTE,
WILLING TO LEND YOU THE MONEY. IF YOU REFINANCE THIS LOAN AT MATURITY, YOU MAY
HAVE TO PAY SOME OR ALL OF THE CLOSING COSTS NORMALLY ASSOCIATED WITH A NEW
LOAN EVEN IF YOU OBTAIN REFINANCING FROM THE SAME HOLDER.

     THE WRITTEN LOAN AGREEMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO ORAL AGREEMENTS BETWEEN
THE PARTIES.


                          DYNACQ INTERNATIONAL, INC.


                          By:  /s/ Chiu Chan                         
                             ------------------------------------
                               Chiu Chan, President

                          Address: 4301A Vista
                                   Pasadena, Texas 77504