EXHIBIT 10.17

                          SUBORDINATED PROMISSORY NOTE

$56,000                                            February 9, 1999

 FOR VALUE RECEIVED, Continental Heritage Corporation, a Delaware corporation,
having its principal business office at 2140 America's Cup Circle, Las Vegas,
NV  89117 ("Maker"), promises to pay the order of Lee Kaplan ("Payee"), the
principal sum of Fifty Six Thousand Dollars ($56,000) lawful money of the
United States of America, together with interest at the annual rate of ten
percent (10%) per annum from the date hereof, on the terms set forth herein, as
follows:

 1. This Note has been issued by Maker in exchange for, and in substitution of,
a certain promissory note of Maker dated October 1, 1998, payable to Payee in
the amount of $56,000.

 2. (a) Interest hereon shall accrue, in arrears, without setoff or deduction,
from the date hereof and continuing until the Maturity Date (as hereinafter
defined).  Payment of accrued interest prior to the Maturity Date, as defined
below, shall be made on the last day of each month commencing with the month of
September, 1999 and on the Maturity Date.

(b) Commencing on the last day of March, 2000, and on the last day of each
month thereafter to and including the Maturity Date, Maker shall make six (6)
consecutive principal payments of Nine Thousand Three Hundred Thirty Three
Dollars ($9,333), each of which principal payments shall be accompanied by a
payment of interest as provided in Section 2(a) above on the unpaid principal
balance of this Note at the rate provided.

  (c) The entire unpaid principal balance of this Note and all interest accrued
thereon but not previously paid and all other sums payable hereunder, shall be
due and payable in full on August 31, 2000 (the "Maturity Date").

 3. The principal and interest shall be payable to the Payee at the address
Payee from time to time may designate in writing.

 4. Maker shall have the privilege of prepaying this Note in full but not in
part without penalty, at any time, provided not less than twenty (20) days
written notice of such election is given by Maker to the Payees.

 5. It is further understood, however, that should any default be made in the
payment of any installment of principal and interest or any other payment due
under this Note on the date such payment is due, then the Payee, at his option
and without notice to Maker unless expressly required elsewhere in this Note
may declare due and payable immediately the entire unpaid balance of principal
and all other sums due by Maker under this Note, with interest accrued on it at
the applicable rate specified above to the date of default and after that date
at a "default rate" which shall be highest rate of interest permitted under the
laws of Nevada, notwithstanding anything to the contrary in this Note or in the
Loan Agreement; and payment may be enforced and recovered in whole or in part
at any time by one or more of the remedies provided to Payee in this Note.  In
such a case Payee may also recover all costs of suit and other expenses in
connection with it, together with reasonable attorneys' fees for collection,
together with interest on any judgment obtained by Payees at the default rate
(defined above), including interest at the default rate from and after the date
of any execution, judicial or foreclosure sale until actual payment is made to
Payees of the full amount due Payees.

 6. The Payee shall not exercise any right or remedy provided for herein
because of any default of Maker unless Maker shall have failed to pay the
outstanding sums within a period of five (5) business days after the date of
the notice of default has been given by the Payee; provided, however, Payee
shall not be required to give any such notice or to allow any part of the grace
period if Maker shall have filed a petition in bankruptcy or reorganization or
a bill in equity or otherwise initiated proceedings for the appointment of a
receiver of its assets, or if Maker shall have made an assignment for the
benefit of creditors, or if a receiver or trustee is appointed for Maker and
such appointment or such receivership is not terminated within thirty (30)
days.

 7. Payees failure to exercise his option to accelerate the indebtedness
evidenced by this Note shall not constitute a waiver of the right to exercise
that option at any other time so long as that event of default remains
outstanding and uncured, or to exercise it upon the occurrence of another
default.

 8. The remedies of Payee as provided in this Note shall be cumulative and
concurrent; may be pursued singly, successively, or together at the sole
discretion of Payee, may be exercised as often as occasion for their exercise
shall occur; and in no event shall the failure to exercise any such right or
remedy be construed as a waiver or release of it.

 9. Maker waives presentment for payment, demand, notice of demand, notice of
nonpayment or dishonor, protest and notice of protest of this note, and all
other notices in connection with the delivery, acceptance, performance,
default, or enforcement of the payment of this Note, and it agrees that its
liability shall be unconditional, without regard to the liability of any other
party, and shall not be affected in any manner by any indulgence, extension of
time, renewal, waiver, or modification granted or consented to by Payees.

 10. If any provision of this Note is held to be invalid or unenforceable by a
Court of competent jurisdiction, the other provisions of this Note shall remain
in full force and effect and shall be construed liberally in favor of Payees in
order to effectuate the provisions of this Note.  In no event shall the rate of
interest payable under this Note exceed the maximum rate of interest permitted
to be charged by the laws of Nevada (including the choice of law rules) and any
interest paid in excess of the permitted rate shall be refunded to Maker.  That
refund shall be made by application of the excessive amount of interest paid
against any sums outstanding and shall be applied in such order as Payee may
determine.  If the excessive amount of interest paid exceeds the sums the
outstanding, the portion exceeding the sums outstanding shall be refunded in
cash by Payee.  Any crediting or refund shall not cure or waive any default by
Maker under this Note.  Maker agrees, however, that in determining whether or
not any interest payable under this Note exceeds the highest rate permitted by
law, any non-principal payment including, without limitation, prepayment fees
and late charges shall be deemed, to the extent permitted by law, to be an
expense, fee, premium or penalty rather than interest.

 11. Payee shall not be deemed, by any act or omission or commission, to have
waived any of their rights or remedies under this Note unless the waiver is in
writing and signed by Payee, and then only to the extent specifically set forth
in the writing.  A waiver on one event shall not be construed as continuing or
as a bar to or waiver of any right or remedy to a subsequent event.

 12. This instrument shall be governed by and construed according to the laws
of the State of Nevada.

 13. The Payee, by his acceptance of this Subordinated Promissory Note, agrees
that the indebtedness evidenced by this Note and the payment of the principal
and interest on this Note is expressly subordinated, to the extent and in the
manner hereinafter set forth in right of payment to the prior payment in full
of the interest and principal of a certain Promissory Note of the Maker dated
February 12, 1999 payable to Gerald Holland, as Disbursement Agent, for Jules
Ross, Richard A. Hahner, Case Holdings, Inc., Peter Casoria, Jr., Peter
Casoria, Sr., Dennis Lopez and Gerald M. Holland as Payees.  By reason of such
subordination, the Payee acknowledges and agrees that no payment of principal
or interest may be made on this Note unless at such time all payments of
principal and interest then due on the Promissory Note has at the time been
paid.

 14. All payments under this Note shall be made in such coin or currency of the
United States of America as at the time of payment shall be legal tender for
the payment of public or private debts.

 15. Time is of the essence as to each provision of this Note which requires
Maker to take any action within a specified time period.

 MAKER AND PAYEES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE
RIGHT EITHER MAY HAVE TO TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED
HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR ANY
AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION THEREWITH OR ANY COURSE OF
CONDUCT, COURSE OF DEALINGS, VERBAL OR WRITTEN STATEMENTS OR ACTIONS OF EITHER
PARTY HERETO.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR PAYEES TO MAKE THE
LOAN EVIDENCED BY THIS NOTE.

 IN WITNESS WHEREOF, Maker, intending to be legally bound, has duly executed
and delivered this Note.

                              CONTINENTAL HERITAGE CORPORATION


                              By:  /s/Steve Gould
                                  Steve Gould, President