PROMISSORY NOTE

Date:                               January 29, 1999

Maker:                              RAMPART PROPERTIES CORPORATION

Maker's Mailing Address (including County):

                                    700 Louisiana, Suite. 2510
                                    Houston, (Harris County) Texas 77002

Payee:                              Janke Family PARTNERSHIP, LTD.


Place for Payment (including county):

 Principal Amount:                  $1,400,000.00


Annual Interest Rate on Unpaid Principal from Date:Ten per cent (10%)  per annum

Annual Interest Rate on Matured, Unpaid Amounts:

         The maximum rate allowed by law, and in the absence of such rate 
eighteen percent (18.00%) per annum.

Terms of Payment (principal and interest): Principal shall be paid as follows:

Beginning  Much 1, 1999 and  continuing on the first day of each and every month
thereafter  interest only shall be paid until  December 31, 1999 when the entire
unpaid principal  balance together with all accrued and unpaid interest shall be
due and payable.

Maker shall have the right co prepay all or any portion of the principal balance
of the Note with no notice, penalty or premium.

Security for Payment:

     A deed of trust lien of even date herewith  covering the property  known as
portion  of  Newport   Subdivision,   Harris  County,   Texas,  and  being  more
particularly  described in a Deed of Trust of even due herewith  executed by the
Maker and Paul H. Coleman for the benefit of Payee.

     Maker  promises to pay to the order of Payee at the place e for payment and
according  to the terms of payment the  principal  amount  plus  interest at the
rates  stated  above.  All unpaid  amounts  shall be due by the final  scheduled
payment date.

     If Maker defaults in the payment of this note or in the  performance of any
obligation  in any  instrument  securing  or  collateral  to it,  then Payee may
declare  the  unpaid  principal   balance  and  earned  interest  on  this  note
immediately  due,  without  demands or notice or notice of intent to  accelerate
whatsoever.  Maker and each surety,  endorser,  and  guarantor  hereby waive all
demands  for  payment,  presentations  for  payment,  notices  of  intention  to
accelerate maturity, notices of acceleration of maturity,  protests, and notices
of protest, to the extent permitted by law.

     If this note or any instrument  securing or collateral to It is given to an
attorney for collection or enforcement,  or if suit is brought for collection or
enforcement,  or if it is collected or enforced through probate,  bankruptcy, or
other  judicial  proceeding,  then Maker shall pay Payee all costs of collection
and  enforcement,  including  reasonable  attorney's  fees and court  costs,  in
addition to other amounts due.  Reasonable  attorney's fees shall be 10 % of all
amounts due unless either party pleads otherwise.

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

THIS WRITTEN  AGREEMENT  REPRESENTS 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 UNWRITTEN ORAL  AGREEMENTS  BETWEEN THE
PARTIES.

                                          RAMPART PROPERTIES CORPORATION
                                       By: /s/     J.H. Carpenter      
                                                   J.H. Carpenter
                                                     President