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                                                                  EXHIBIT 8(b)

                                 PROMISSORY NOTE


$1,800,000.00                                                    July ___, 1996


         For value received, A1 Acquisitions Corp., a Delaware corporation (the
"Maker"), promises to pay to the order of Randolph M. Moity, Sr., a resident of
Lafayette, Louisiana (the "Payee"), at such place as Payee may specify, the
principal sum of One Million Eight Hundred Thousand and No/100 Dollars
($1,800,000.00), in legal and lawful money of the United States of America, with
interest thereon from the date hereof until paid at the lesser of (a) the
Contract Rate or (b) the Maximum Rate (as such terms are hereinafter defined)
from time to time in effect.

         As used herein, the term "Contract Rate" means seven percent (7%) per
annum (calculated on the basis of actual days elapsed, but computed as if each
calendar year consisted of 360 days). As used herein, the term "Maximum Rate"
means the maximum rate of interest per annum which the Payee is allowed to
contract for, charge, take, reserve, or receive under applicable federal or
state law.

         This Note shall mature, and all outstanding principal and accrued
interest shall be due and payable upon the earlier of (i) the expiration of the
primary term, unless extended, of the Employment Agreement, dated July 1, 1992,
between AMBAR, Inc., a Delaware corporation (the "Company") and the Payee (the
"Employee Agreement"), or (ii) the expiration of two (2) months after the
appointment by the Board of Directors of the Company of a new Chief Executive
Officer of the Company (the "Maturity Date"). Interest on the unpaid principal
of this Note shall accrue and be due and payable in arrears on the Maturity
Date. All past due principal and, to the extent allowed by applicable law,
accrued interest, shall also bear interest at the lesser of the Contract Rate
plus 5% per annum or the Maximum Rate.

         Maker shall have the right and privilege of prepaying all or any
portion of this Note without premium or penalty.

         The obligations of Maker under this Note may be satisfied by offsetting
against the Note any liquidated damages (the "Liquidated Damages") to which
Maker or its successor is entitled pursuant to Section 11 of the Employment
Agreement.

         Until all the obligations of the Company hereunder are paid in full,
the Company agrees that it will not declare or pay any dividends on its common
stock (other than stock dividends).

         It is the intent of Maker and Payee in the execution and performance of
this Note to remain in strict compliance with any applicable usury laws from
time to time in effect. In furtherance thereof, Maker and Payee stipulate and
agree that none of the terms and provisions contained in this Note shall ever be
construed to create a contract to pay for the use, forbearance, or detention of


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money with interest at a rate or in an amount in excess of the maximum rate or
amount of interest permitted to be charged under applicable federal or state
law.

         If a default in the punctual payment of this Note or any portion hereof
occurs and this Note is placed in the hands of an attorney for collection, or
suit is brought on same, or the same is collected through probate, bankruptcy or
other judicial proceedings, then the Maker agrees and promises to pay reasonable
attorneys' fees and other costs of collection incurred in connection with such
collection.

         The Maker, and each surety, endorser, guarantor, and other party ever
liable for the payment of any sum of money hereunder, jointly and severally
waive demand, presentment, protest, notice of nonpayment, notice of intention to
accelerate, notice of protest and any and all lack of diligence or delay in
collection or the filing of suit hereon which may occur, and agree that their
liability on or with respect to this Note shall not be affected by any renewal
or extension in the time of payment hereof, by any indulgences, or by any
release or change in any security for the payment of this Note, and hereby
consent to any and all renewals, extensions, indulgences, releases or changes,
regardless of the number thereof.

         This Note shall be governed in all respects by the laws of the State of
Delaware.

         IN WITNESS WHEREOF, the Maker has executed this Note as of the date set
forth above.


                                         AI ACQUISITIONS CORP.



                                         By  __________________________________
                                             Name:
                                             Title:


