PROMISSORY NOTE



Date: September 18, 2000

Borrower: Pride Companies, L. P., a Delaware limited partnership

Borrower's Mailing Address: 1209 N. 4th St., Abilene, Taylor County, Texas

Lender: Dave Caddell, in his individual capacity and as trustee for Brad
Stephens, Wayne Malone, and George Percival.

Place for Payment: 60 Augusta, Abilene, Taylor County, Texas 79606

Principal Amount: Four million two hundred thousand dollars and no cents
($4,200,000)

Annual Interest Rate: The interest rate designated as its prime interest
rate by Fleet Bank, Boston MA plus 1 3/4 %

Maturity Date: Upon demand of Lender

Annual Interest Rate on Matured, Unpaid Amounts: Maximum legal interest
rate

Terms of Payment (principal and interest): Due upon demand of Lender

Security for Payment: This note is secured by a security interest created
in a security agreement that covers all of Borrower's interest in
collateral of Borrower other than real property, consumer goods, and farm
goods, said security agreement dated of even date herewith and executed by
Pride Companies, L.P. in favor of the Lender.

Borrower promises to pay to the order of Lender the Principal Amount plus
interest at the Annual Interest Rate. This note is payable at the Place for
Payment and according to the Terms of Payment. Borrower promises to pay any
unpaid principal balance plus interest at the Annual Interest Rate on
Matured, Unpaid Amounts.

This note evidences borrowings to be made by Borrower beginning on the date
of this note and continuing from time to time, and to be repaid from time
to time upon demand of Lender, for use in the ordinary course of Borrower's
business in order to timely pay Borrower's bills, invoices and operating
expenses.  Borrower represents that it is unable to obtain funding for such
purposes from other sources. All loans and repayments made hereunder will
be recorded by the Lender and appropriate notations made to reflect same,
provided that the failure of Lender to make such notations shall not affect
the obligations of Borrower under this note.

If Borrower defaults in the payment of this note or in the performance of
any obligation in any instrument securing or collateral to this note,
Lender may declare the unpaid principal balance and earned interest on the
note immediately due. Borrower and each surety, endorser, and guarantor
waive all demand for payment, presentation for payment, notice of intention
to accelerate maturity, notice of acceleration of maturity, protest, and
notice of protest, to the extent permitted by law.

Borrower also promises to pay reasonable attorney's fees and court and
other costs if this note is placed in the hands of an attorney to collect
or enforce the note. These expenses will bear interest from the date of
advance at the Annual Interest Rate on Matured, Unpaid Amounts. Borrower
will pay Lender these expenses and interest on demand at the Place for
Payment. These expenses and interest will become part of the note and will
be secured by any security for payment.

Interest on the debt evidenced by this note will not exceed the maximum
rate or amount of nonusurious interest that may be contracted for, taken,
reserved, charged, or received under law. Any interest in excess of that
maximum amount will be credited on the Principal Amount or, if the
Principal Amount has been paid, refunded. On any acceleration or required
or permitted prepayment, any excess interest will be canceled automatically
as of the acceleration or prepayment or, if the excess interest has already
been paid, credited on the Principal Amount or, if the Principal Amount has
been paid, refunded. This provision overrides any conflicting provisions in
this note and all other instruments concerning the debt.

Each Borrower is responsible for all obligations represented by this note.

When the context requires, singular nouns and pronouns include the plural.


                               PRIDE COMPANIES, L.P.
                               By:  Pride Refining, Inc.,
                                    Managing General Partner


                               By: /s/ Wayne Malone
                               Name: Wayne Malone
                               Title: President and Chief
                                      Operating Officer