1
                                                                  EXHIBIT 10.14

                                NOTE 1

                           PROMISSORY NOTE

$149,910.00                 Houston, Texas                   December 31, 1989 


     FOR VALUE RECEIVED, after date, without grace, in the manner, on the
dates, and in the amounts so herein stipulated, the undersigned,

                            DAVID R. LITTLE

PROMISE TO PAY TO THE ORDER OF SEPCO INDUSTRIES, INC.

at 6500 Brittmore Road in Houston, Texas the sum of 

One Hundred Forty-Nine Thousand Nine Hundred Ten and 00/100--DOLLARS 
($149,910.00)

in Lawful money of the United States of America, which shall be legal tender, in
payment of all debts and dues, public and private, at the time of payment, and
to pay interest thereon from the date until maturity at the rate of _____9% per
annum, payable as stipulated herein.

     This note is payable as follows, to-wit:

Monthly principal and interest installments of $1,348.78 beginning July 1, 1990
and continuing thereafter until paid in full.

     It is agreed that time is of the essence of this agreement, and that in the
event of default in the payment of any installment of principal or interest when
due, the holder of this note may declare the entirety of the note evidenced
hereby, immediately due and payable without notice, and failure to exercise said
option shall not constitute a waiver on part of the holder of the right to
exercise the same at any other time.

     In the event of default in the making of any payment herein provided,
either of principal or interest, or in the event the entirety of said note
evidenced hereby is declared due, interest shall accrue at the rate of 10% per
annum from such time.
   
     The undersigned hereby agrees to pay all expenses incurred, including an
additional 10% on the amount of principal and interest hereof as attorney's
fees, all of which shall become part of the principal hereof, if this note is
placed in the hands of an attorney for collection, or if collected by suit or
through any probate, bankruptcy or any other legal proceedings.

     Each maker, surety and endorser waives demand, grace, notice, presentment
for payment, and protest and agrees and consents that this note and the liens
securing its payment, may be renewed, and the time of payment extended without
notice, and without releasing any of the parties.

     The payment of this note is secured by 

2nd Lien in property located at Lot 3, Block 1 Wendover, whose address is 
11419 Wendover Lane.



                                                        /s/  DAVID R. LITTLE
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