EXHIBIT 10.5(A)
PROMISSORY NOTE

PRINCIPAL LOAN DATE MATURITY LOAN NO. CALL COLLATERAL ACCOUNT OFFICER INITIALS

$221,234.39 05-31-1997 05-31-1998 9006 0839426 714

REFERENCES IN THE SHADED AREA ARE FOR LENDER'S USE ONLY AND DO NOT LIMIT THE
APPLICABILITY OF THIS DOCUMENT TO ANY PARTICULAR LOAN OR ITEM.

Borrower: SURREY, INC. (TIN: 74-2138564)
13110 TRAILS END RD.
LEANDER, TX 78641-9669

Lender: NORWEST BANK TEXAS, SOUTH CENTRAL
DOWNTOWN OFFICE
900 CONGRESS AVENUE
AUSTIN, TX 78701

Principal Amount: $221,234.39 Initial Rate: 10.500% Date of Note: May 31, 1997
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PROMISE TO PAY. SURREY, INC. ("Borrower") promises to pay to NORWEST BANK
TEXAS, SOUTH CENTRAL ("Lender"), or order, in lawful money of the United States
of America, the principal amount of Two Hundred and Twenty One Thousand Two
Hundred and Thirty Four & 39/100 Dollars ($221,234.39) together with interest
on the unpaid principal balance from May 31, 1997, until maturity. The
interest rate will not increase above 18.000%.

PAYMENT. Subject to any payment changes resulting from changes in the index,
Borrower will pay this loan in 11 regular payments of $5,664.00 each and one
irregular last payment estimated at $179,948.87. Borrower's first payment is
due June 30, 1997 and all subsequent interest payments are due on the last day
of each month after that. Borrower's final payment due May 31, 1998, will be
for all principal and all accrued interest not yet paid. Payments include
principal and interest. Interest on this Note is computed on a 365/365 simple
interest basis; that is, by applying the ratio of the annual interest rate over
the number of days in a year, multiplied by the outstanding principal balance,
multiplied by the actual number of days the principal balance is outstanding.
Borrower will pay Lender at Lender's address shown above or at such other place
as Lender may designate in writing. Unless otherwise agreed or required by
applicable law, payments will be applied first to accrued unpaid interest, then
to principal, and any remaining amount to any unpaid collection costs and late
charges. Notwithstanding any other provision of this Note, Lender will not
charge interest on any undisbursed loan proceeds. No scheduled payment,
whether of principal or interest or both, will be due unless sufficient loan
funds have been disbursed by the scheduled payment date to justify the payment.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change
from time to time based on changes in an index which is the NORWEST BANK TEXAS,
N.A. BASE RATE (the "Index"). The Index is not necessarily the lowest rate
charged by Lender

on its loans and is set by Lender in its sole discretion. If the Index becomes
unavailable during the term of this loan, Lender may designate a substitute
Index after notifying Borrower. Lender will tell Borrower the current Index
rate upon Borrower's request. Borrower understands that Lender may make loans
based on other rates as well. The interest rate change will not occur more
often than each DAY. The Index currently is 8.500% per annum. The interest
rate to be applied prior to maturity to the unpaid principal balance of this
Note will be at a rate of 1.500 percentage points over the Index, adjusted if
necessary for the minimum and maximum rate limitations described below,
resulting in an initial rate of 10.500% per annum. Notwithstanding any other
provision of this Note, the variable interest rate or rates provided for in
this Note will be subject to the following minimum and maximum rates. NOTICE:
Under no circumstances will the interest rate on this Note be less than 6.500%
per annum or more than the lesser of 18.000% per annum or the maximum rate
allowed by applicable law. For purposes of this Note, the "maximum rate
allowed by applicable law" means the greater of (a) the maximum rate of
interest permitted under federal or other law applicable to the indebtedness
evidenced by this Note, or (b) the "Indicated Rate Ceiling" as referred to in
Article 5069-1.04(a)(1) V.T.C.S. Whenever increases occur in the interest
rate, Lender, at its option, may do one or more of the following: (a) increase
Borrower's payments to ensure Borrower's loan will pay off by its original
final maturity date, (b) increase Borrower's payments to cover accruing
interest, (c) increase the number of Borrower's payments, and (d) continue
Borrower's payments at the same amount and increase Borrower's final payment.

PREPAYMENT. Borrower may pay without penalty all or a portion of the amount
owed earlier than it is due. Early payments will not, unless agreed to by
Lender in writing, relieve Borrower of Borrower's obligation to continue to
make payments under the payment schedule. Rather, they will reduce the
principal balance due and may result in Borrower making fewer payments.

POST MATURITY RATE. The Post Maturity Rate on this Note is the maximum rate
allowed by applicable law. Borrower will pay interest on all sums due after
final maturity, whether by acceleration or otherwise, at that rate, with the
exception of any amounts added to the principal balance of this Note based on
Lender's payment of insurance premiums, which will continue to accrue interest
at the pre-maturity rate.

DEFAULT. Borrower will be in default if any of the following happens: (a)
Borrower fails to make any payment when due. (b) Borrower breaks any promise
Borrower has made to Lender, or Borrower fails to comply with or to perform
when due any other term, obligation, covenant, or condition contained in this
Note or any agreement related to this Note, or in any other agreement or loan
Borrower has with Lender. (c) Any representation or statement made or
furnished to Lender by Borrower or on Borrower's behalf is false or misleading
in any material respect either now or at the time made or furnished. (d)
Borrower becomes insolvent, a receiver is appointed for any part of Borrower's
property, Borrower makes an assignment for the benefit of creditors, or any
proceeding is commenced either by Borrower or against Borrower under any
bankruptcy or insolvency laws. (e) Any

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creditor tries to take any of Borrower's property on or in which Lender has a
lien or security interest. This includes a garnishment of any of Borrower's
accounts with Lender. (f) any guarantor dies or any of the other events
described in this default section occurs with respect to any guarantor of this
Note. (g) A material adverse change occurs in Borrower's financial condition,
or Lender believes the prospect of payment or performance of the indebtedness
is impaired. (h) Lender in good faith deems itself insecure.

LENDER'S RIGHTS. Upon default, Lender may declare the entire indebtedness,
including the unpaid principal balance on this Note, all accrued unpaid
interest, and all other amounts, costs and expenses for which Borrower is
responsible under this Note or any other agreement with Lender pertaining to
this loan, immediately due, without notice, and then Borrower will pay that
amount. Lender may hire an attorney to help collect this Note if Borrower does
not pay, and Borrower will pay Lender's reasonable attorneys' fees. Borrower
also will pay Lender all other amounts actually incurred by Lender as court
costs, lawful fees for filing, recording, or releasing to any public office any
instrument securing this loan; the reasonable cost actually expended for
repossessing, storing, preparing for sale, and selling any security; and fees
for noting a lien on or transferring a certificate of title to any motor
vehicle offered as security for this loan, or premiums or identifiable charges
received in connection with the sale of authorized insurance. This Note has
been delivered to Lender and accepted by Lender in the State of Texas. If
there is a lawsuit, and if the transaction evidenced by this Note occurred in
TRAVIS County, Borrower agrees upon Lender's request to submit to the
jurisdiction of the courts of TRAVIS County, the State of Texas. This Note
shall be governed by and construed in accordance with the laws of the State of
Texas and applicable Federal laws.

RIGHT OF SETOFF. Borrower grants to Lender a contractual possessory security
interest in, and hereby assigns, delivers, pledges, and transfers to Lender all
Borrower's right, title and interest in and to, Borrower's accounts with Lender
(whether checking, savings, or some other account), including without
limitation all accounts held jointly with someone else and all accounts
Borrower may open in the future, excluding however all IRA and Keogh accounts,
and all trust accounts for which the grant of a security interest would be
prohibited by law. Borrower authorizes Lender, to the extent permitted by
applicable law, to charge or setoff all sums owing on this Note against any and
all such accounts.

COLLATERAL. This Note is secured by ACCOUNTS RECEIVABLE CROSS PLEDGED ON
INVENTORY, FURNITURE, FIXTURES & EQUIPMENT.

RENEWAL AND EXTENSION. This Note is given in renewal and extension and not in
novation of the following described indebtedness: RENEW LN 0839426-9004.

GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact
will not affect the rest of the Note. In particular, this section means (among
other things) that Borrower does not agree or intend to pay, and Lender does
not agree or intend to contract for, charge, collect, take, reserve or receive
(collectively referred to herein as "charge or

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collect"), any amount in the nature of interest or in the nature of a fee for
this loan, which would in any way or event (including demand, prepayment, or
acceleration) cause Lender to charge or collect more for this loan than the
maximum Lender would be permitted to charge or collect by federal law or the
law of the State of Texas (as applicable). Any such excess interest or
unauthorized fee shall, instead of anything stated to the contrary, be applied
first to reduce the principal balance of this loan, and when the principal has
been paid in full, be refunded to Borrower. The right to accelerate maturity
of sums due under this Note does not include the right to accelerate any
interest which has not otherwise accrued on the date of such acceleration, and
Lender does not intend to charge or collect any unearned interest in the event
of acceleration. All sums paid or agreed to be paid to Lender for the use,
forbearance or detention of sums due hereunder shall, to the extent permitted
by applicable law, by amortized, prorated, allocated and spread throughout the
full term of the loan evidenced by this Note until payment in full so that the
rate or amount of interest on account of the loan evidenced hereby does not
exceed the applicable usury ceiling. Lender may delay or forgo enforcing any
of its rights or remedies under this Note without losing them. Borrower and
any other person who signs, guarantees or endorses this Note, to the extent
allowed by law, waive presentment, demand for payment, protest, notice of
dishonor, notice of intent to accelerate the maturity of this Note, and notice
of acceleration of the maturity of this Note. Upon any change in the terms of
this Note, and unless otherwise expressly stated in writing, no party who signs
this Note, whether as maker, guarantor, accommodation maker or endorser, shall
be released from liability. All such parties agree that Lender may renew or
extend (repeatedly and for any length of time) this loan, or release of any
party or guarantor or collateral; or impair, fail to realize upon or perfect
Lender's security interest in the collateral without the consent of or notice
to anyone. All such parties also agree that Lender may modify this loan
without the consent of or notice to anyone other than the party with whom the
modification is made.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO
THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE.

BORROWER:

SURREY, INC.

By: /s/James Olson By: /s/John van der Hagen
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JAMES OLSON JOHN VAN DER HAGEN

LENDER:
NORWEST BANK TEXAS, SOUTH CENTRAL

By:
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Authorized Officer