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                                                                   EXHIBIT 10.35


                                PROMISSORY NOTE

$60,000.00                       HOUSTON, TEXAS                NOVEMBER 30, 1996


         FOR VALUE RECEIVED, the undersigned, DYNACQ INTERNATIONAL, INC.,
("Maker") promises to pay to the order of JCW MEDICAL ASSOCIATES, P.A.
("Payee") of Houston, Harris County, Texas in lawful money of the United States
of America, the sum of SIXTY THOUSAND AND 00/100 DOLLARS ($60,000.00), together
with interest on the unpaid principal balance hereof from date hereof until
maturity at the fixed rate of SIX AND ONE-HALF percent per annum; provided,
however, in no event shall interest hereon ever be charged, paid, collected or
received at a rate in excess of the maximum nonusurious rate from time to time
permitted by applicable Federal or Texas law, whichever shall permit the higher
lawful rate (the "Highest Lawful Rate").  If the interest rate provided for
elsewhere herein at any time would exceed the Highest Lawful Rate but for the
limitation contained herein, the actual rate of interest to accrue on the
unpaid amount of this Note shall be limited to the Highest Lawful Rate.

         At all such times, if any, as Texas law shall establish the Highest
Lawful Rate, the Highest Lawful Rate shall be the "monthly ceiling" (as defined
in Chapter One of the Texas Credit Code) from time to time in effect; but the
Payee may from time to time, as to current and future balances, implement any
other ceiling under such Chapter and /or revise the index, formula or provision
of law used to compute the rate on this Note by notice to the Maker, if and to
the extent permitted by, and the manner provided in, such Chapter.

         This Note shall be due and payable as follows:

         Principal shall be due and payable within a year from the date of this
Note.  Interest shall be calculated on the outstanding note principal balance
at a fixed rate of SIX AND ONE-HALF percent on a 365 days basis, and shall be
paid on the maturity of this Note.

         All past due principal and interest on this note shall bear interest
at the Highest Lawful Rate, or if applicable law shall not provide for a
maximum nonusurious rate, at a rate per annum equal to rate of interest herein
stated plus five (5%) percent.

         The Maker may at any time pay to the full amount or any part of this
Note without the payment of any premium or fee.

         Any check, draft, money order or other instrument given in payment of
all or any portion hereof may be accepted by Payee and handled in collection in
the customary manner, but the same shall not constitute payment hereunder or
diminish any rights of Payee except to the extent that actual cash proceeds of
such instrument are unconditionally received by Payee.


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$60,000.00                       HOUSTON, TEXAS                NOVEMBER 30, 1996



         EXECUTED this 30th day of November, 1996.


                                              DYNACQ INTERNATIONAL, INC.


                                              By: /s/  Chiu Chan
                                                 ----------------------------
                                                  CHIU CHAN, PRESIDENT





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