EXHIBIT 10.17

                            SECURED PROMISSORY NOTE

$14,000,000.00                                               December 27, 1996

      FOR VALUE RECEIVED, the undersigned (herein collectively referred to as
"BORROWERS"), hereby jointly and severally promise to pay to the order of FLEET
CAPITAL CORPORATION, a Rhode Island corporation (hereinafter "LENDER"), at its
office located at 2711 North Haskell, Suite 2100, LB 21, Dallas, Texas 75204, or
at such other location as Lender may request, in such coin or currency of the
United States which shall be legal tender in payment of all debts and dues,
public and private, at the time of payment, the principal sum of FOURTEEN
MILLION AND NO/100 DOLLARS ($14,000,000.00), together with interest from and
after the date hereof at the per annum rate set forth below.

      Subject to SECTION 2.1.3 of the Loan Agreement (as defined below), the
unpaid principal balance outstanding hereunder shall accrue interest at the per
annum rate (hereinafter referred to as the "APPLICABLE ANNUAL RATE") specified
in SECTION 2.1.1 of that certain Loan and Security Agreement by and among
Borrowers and Lender of even date herewith (hereinafter, as renewed, amended,
and restated from time to time, the "LOAN AGREEMENT"), except that upon and
after the occurrence and during the continuance of an Event of Default, the
unpaid principal balance outstanding hereunder, and, to the extent permitted by
applicable law, past due interest hereunder, shall accrue interest at the
Default Rate specified in SECTION 2.1.2 of the Loan Agreement.

      This Secured Promissory Note (the "NOTE") is the Term Note referred to in,
and is issued pursuant to, the Loan Agreement, and is entitled to all of the
benefits and security of the Loan Agreement. All of the terms, covenants and
conditions of the Loan Agreement and all other instruments evidencing or
securing the indebtedness hereunder (including, without limitation, the
"Security Documents" as defined in the Loan Agreement) (hereinafter collectively
referred to as the "LOAN DOCUMENTS") are hereby made a part of this Note and are
deemed incorporated herein in full. All capitalized terms used herein, unless
otherwise specifically defined in this Note, shall have the meanings ascribed to
them in the Loan Agreement.

      The principal amount and accrued interest of this Note shall be due and
payable on the dates and in the manner hereinafter set forth:

                  (a) Interest shall be due and payable monthly, in arrears, on
      the first day of each month, commencing on January 1, 1997, and continuing
      until such time as the full principal balance, together with all other
      amounts owing hereunder, shall have been paid in full;

                  (b) Principal shall be due and payable quarterly, commencing
      on April 1, 1997, and continuing on the first day of each July, October
      and January thereafter to and including the first day of October, 1999, in
      installments of $500,000.00 each; and

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                  (c) The entire remaining principal amount then outstanding,
      together with any and all other amounts due hereunder, shall be due and
      payable on the last day of the Original Term or on any earlier termination
      of the Loan Agreement pursuant to SECTION 4 thereof.

      This Note shall be subject to mandatory prepayment in accordance with the
provisions of SECTION 3.3 of the Loan Agreement.

      All partial prepayments, whether mandatory or voluntary, shall be applied
to installments of principal in the inverse order of their maturities.

      Upon or after the occurrence of an Event of Default, Lender shall have all
of the rights and remedies set forth in SECTION 10 of the Loan Agreement,
including the right to declare the then outstanding principal balance and
accrued interest hereof to be and the same shall thereupon become, immediately
due and payable without notice to or demand upon Borrower, all of which Borrower
hereby expressly waives.

      Notwithstanding anything to the contrary in this Note or otherwise, (i) if
at any time the amount of interest computed on the basis of the Applicable
Annual Rate or a Default Rate would exceed the amount of such interest computed
upon the basis of the maximum rate of interest permitted by applicable state or
federal law in effect from time to time hereafter (the "MAXIMUM LEGAL RATE"),
the interest payable under this Note shall be computed upon the basis of the
Maximum Legal Rate, but any subsequent reduction in such Applicable Annual Rate
or Default Rate, as applicable, shall not reduce such interest thereafter
payable hereunder below the amount computed on the basis of the Maximum Legal
Rate until the aggregate amount of such interest accrued and payable under this
Note equals the total amount of interest which would have accrued if such
interest had been at all times computed solely on the basis of the Applicable
Annual Rate or Default Rate, as applicable; and (ii) unless preempted by federal
law, the Applicable Annual Rate or Default Rate, as applicable, from time to
time in effect hereunder may not exceed the "indicated ceiling rate" from time
to time in effect under Tex. Rev. Civ. Stat. Ann. art. 5069-1.04(c) (Vernon
1987). If the applicable state or federal law is amended in the future to allow
a greater rate of interest to be charged under this Note than is presently
allowed by applicable state or federal law, then the limitation of interest
hereunder shall be increased to the maximum rate of interest allowed by
applicable state or federal law as amended, which increase shall be effective
hereunder on the effective date of such amendment, and all interest charges
owing to Lender by reason thereof shall be payable at the same date and in the
same manner as accrued interest on this Note is generally payable pursuant to
the provisions of this Note.

      No agreements, conditions, provisions or stipulation contained in this
Note, the Loan Agreement or any other instrument, document or agreement between
Borrower and Lender or default of Borrower, or the exercise by Lender of the
right to accelerate the payment of the maturity of principal and interest, or to
exercise any option whatsoever contained in this Note or any other Loan
Document, or the arising of any contingency whatsoever, shall entitle Lender to
contract for, charge, or receive, in any event, interest exceeding the Maximum
Legal Rate. In no event shall Borrower be obligated to pay interest exceeding
such Maximum Legal Rate and all agreements, conditions or stipulations, if any,
which may in any event or contingency whatsoever operate to bind, obligate or
compel Borrower to pay a rate of interest exceeding the Maximum Legal Rate,
shall be without

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binding force or effect, at law or in equity, to the extent only of the excess
of interest over such Maximum Legal Rate. In the event any interest is
contracted for, charged or received in excess of the Maximum Legal Rate ("EXCESS
INTEREST"), Borrower acknowledges and stipulate that any such contract, charge,
or receipt shall be the result of an accident and bona fide error, and that any
Excess Interest received by Lender shall be applied, first, to reduce the
principal then unpaid hereunder; second, to reduce the other Obligations; and
third, returned to Borrower, it being the intention of the parties hereto not to
enter at any time into a usurious or otherwise illegal relationship. Borrower
recognizes that, with fluctuations in the Applicable Annual Rate and the Maximum
Legal Rate, such a result could inadvertently occur. By the execution of this
Note, Borrower covenants that (i) the credit or return of any Excess Interest
shall constitute the acceptance by Borrower of such Excess Interest, and (ii)
Borrower shall not seek or pursue any other remedy, legal or equitable, against
Lender, based in whole or in part upon contracting for, charging or receiving of
any interest in excess of the maximum authorized by applicable law. For the
purpose of determining whether or not any Excess Interest has been contracted
for, charged or received by Lender, all interest at any time contracted for,
charged or received by Lender in connection with this Note shall be amortized,
prorated, allocated and spread in equal parts during the entire term of this
Note.

      Time is of the essence of this Note. Unless otherwise provided in the Loan
Agreement, Borrower, for itself and its legal representatives, successors and
assigns, expressly waives, to the fullest extent permitted by Applicable Law,
presentment, demand, protest, notice of dishonor, notice of non-payment, notice
of maturity, notice of protest, presentment for the purpose of accelerating
maturity, diligence in collection, and the benefit of any exemption or
insolvency laws.

      If this Note is collected by or through an attorney at law, then Borrower
shall be obligated to pay, in addition the principal balance and accrued
interest hereof, reasonable attorney's fees and court costs, in addition to any
other charges for which Borrower is responsible under the Loan Agreement and
other Loan Documents.

      Wherever possible, each provision of this Note shall be interpreted in
such manner as to be effective and valid under Applicable Law, but if any
provision of this Note shall be prohibited or invalid under Applicable Law, such
provision shall be ineffective to the extent of such prohibition or invalidity
without invalidating the remainder of such provision or remaining provisions of
this Note. No delay or failure on the part of Lender in the exercise of any
right or remedy hereunder shall operate as a waiver thereof, nor as an
acquiescence in any default, nor shall any single or partial exercise by Lender
of any right or remedy preclude any other right or remedy. Lender, at its
option, may enforce its rights against any collateral securing this Note without
enforcing its rights against Borrower, any guarantor of the indebtedness
evidenced hereby or any other property or indebtedness due or to become due to
Borrower. Borrower agrees that, without releasing or impairing Borrower's
liability hereunder, Lender may at any time release, surrender, substitute or
exchange any collateral securing this Note and may at any time release any party
primarily or secondarily liable for the indebtedness evidenced by this Note.

      This Note shall be governed by, and construed and enforced in accordance
with, the laws of the State of Texas.

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      IN WITNESS WHEREOF, Borrowers have caused this Note to be duly executed
and delivered in Dallas, Texas, on the date first above written.

                                       BORROWERS:

                                       TECHNICAL PRODUCTS GROUP, INC.,
                                       a Delaware corporation


                                       By:/s/GARRETT L. DOMINY
                                             Garrett L. Dominy
                                             Executive Vice President

                                       MARION PROPERTIES, INC.,
                                       a Delaware corporation

                                       By:/s/GARRETT L. DOMINY
                                             Garrett L. Dominy
                                             Executive Vice President

                                      DELAND PROPERTIES, INC.,
                                      a Delaware corporation


                                      By:/s/GARRETT L. DOMINY
                                            Garrett L. Dominy
                                            Executive Vice President

                                     LINCOLN PROPERTIES, INC.,
                                     a Delaware corporation


                                      By:/s/GARRETT L. DOMINY
                                            Garrett L. Dominy
                                            Executive Vice President

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