Exhibit 10.17
SBC Center Terrace Suite License Agreement

                                   SBC CENTER
                         TERRACE SUITE LICENSE AGREEMENT

                           Contract Date: June 1, 2004
                                Suite Number: 36

Licensee:  Tidelands Oil & Gas Corporation        Phone No. (Day):  210/764-8642
Contact Person:  Michael R. Ward                  Fax No:  210/764-2930
Address:   1862 West Bitters, Bldg #1             Email:  togctide@aol.com
           San Antonio, Texas 78248

SUITE LOCATION AND TERM: This Terrace Suite License  Agreement (the "Agreement")
sets forth the terms and conditions of the Suite License (the "License") granted
to the person or entity  executing  this Agreement  ("Licensee")  by San Antonio
Spurs, L.L.C.  ("Licensor").  The License granted hereby relates to Suite Number
36 (the  "Suite")  to be located on the  Terrace  Level of the SBC Center  ("SBC
Center")  the  home  arena  for  the  National  Basketball  Association  ("NBA")
franchise known as the San Antonio Spurs (the "Team"). The location of the Suite
is marked on the SBC Center Diagram  attached  hereto as Exhibit A. The Suite is
licensed for the following number of Years: 5

SUITE BENEFITS: Licensee benefits, including admission tickets included with the
Suite,  availability of other tickets, guest passes, parking information,  suite
amenities, and other opportunities are set forth on Exhibit B hereto.

VALIDATION  PROCEDURE:  To  validate  this  Agreement,  Licensee  must sign this
Agreement  below,  pay to  Licensor  the  amount of  $23,850  (15% of the Annual
License Fee for the first Year),  and deliver this Agreement  within  twenty-one
(21) days of the  Contract  Date (as set forth  above)  to: San  Antonio  Spurs,
L.L.C., One SBC Center, San Antonio, Texas 78219, Attn: Mike Setser

The due dates for the remaining  installments  of the Annual License Fee for the
first Year, the amount of subsequent  Annual License Fees and payment  deadlines
are set forth on Exhibit C hereto.

TERMS  AND  CONDITIONS:  Licensee  acknowledges  and  agrees to be bound by this
Agreement and the attached Terms and Conditions which are incorporated herein by
reference  and deemed a part  hereof for all  purposes.  In  addition,  Licensee
agrees to observe all rules, regulations,  and policies pertaining to use of the
Suite and attendance at SBC Center Events including any  modifications  that may
be adopted or administered by Licensor from time to time.
<TABLE>
<CAPTION>

LICENSEE:                             LICENSOR:
--------                              --------

TIDELANDS OIL & GAS CORPORATION       SAN ANTONIO SPURS, L.L.C.

<S>                                   <C>
By:    ________________________       By:    ________________________
Name:  Michael R. Ward                Name:  Russ Bookbinder
Title: President & CEO                Title: Executive Vice President Business Operations
Date:  ________________________       Date:  ________________________
</TABLE>



We thank  you for your  participation  with the San  Antonio  Spurs  and the SBC
Center.



<PAGE>

                              TERMS AND CONDITIONS

         Pursuant  to  the  Agreement,  Licensee  has  received  a  license  and
exclusive privilege and right to use the Suite in the SBC Center under the terms
hereof. These Terms and Conditions shall be binding upon Licensor and Licensee.

1. GRANT OF  LICENSE.  Upon  payment of the Annual  License Fee set forth in the
Agreement,  Licensee  shall be entitled  to the  exclusive  privilege  and right
during the Term set forth below to use the Suite  identified  in the  Agreement.
This License is granted upon and subject to the  provisions of the Agreement and
the Terms and Conditions.

2. TERM OF AGREEMENT.  The term of the  Agreement  (the "Term") shall be for the
number of "Years" set forth at the  beginning of the  Agreement.  The Term shall
begin on July 1, 2004 and shall end on June 30th of the final  Year of the Term,
unless sooner  terminated as provided herein.  Each Year of the Term shall begin
on July 1 and end on June 30 of the next succeeding Year, each such period being
a "Year".

3.  PRIVATE  SUITE.  The Suite is part of the SBC Center.  The  location  and/or
layout of the Suite is shown on the SBC Center Diagram, which is attached hereto
as Exhibit A.

4. FURNISHINGS, DECOR AND ALTERATIONS. The Suite shall be furnished and equipped
with such fixtures,  furnishings  and equipment as Licensor shall  determine but
will include the features set forth in Exhibit D hereto. Licensee shall not make
any  additions  or  alterations  in the interior or exterior of the Suite or the
fixtures, furnishings and equipment therein without the prior written consent of
the Licensor.  The Licensor may withhold such consent for any reason whatsoever.
Any changes,  alterations  or additions  requested by Licensee and authorized by
Licensor will be made at Licensee's sole cost and expense, free of any liens, in
a good and  workmanlike  manner,  and in  compliance  with  applicable  permits,
authorizations,  building and zoning laws and all other laws and  ordinances and
other legal requirements that may apply. Any fixtures or materials  incorporated
in or attached to the Suite by Licensee  shall  become the property of Licensor,
unless  Licensee  has received the  Licensor's  written  consent or direction to
remove them before the  expiration of the Term,  in which case  Licensee  shall,
subject to normal wear and tear,  restore the Suite to its original condition at
its sole cost and expense.

5.  ADMISSION  TICKETS.  Licensee  shall receive the Minimum Number of admission
tickets  to the SBC  Center  for  access to the Suite as set forth in  Exhibit B
hereto  for each  pre-season  NBA  game  played  by the  Team at the SBC  Center
("Pre-Season Games"), each regular season NBA game played by the Team at the SBC
Center  ("Regular  Season Games"),  all other franchise  sporting  events,  e.g.
hockey,  WNBA, arena football,  ("Sporting  Events"),  all San Antonio Livestock
Show and Rodeo  events  ("Rodeo  Events"),  and a package  of ten (10)  concerts
and/or family shows to be selected by Licensor  ("Package  Events")  (Pre-Season
Games, Regular Season Games,  Sporting Events, Rodeo Events,  Package Events and
all other paid  ticketed  events are  collectively,  "SBC Center  Events"),  but
excluding all events of national and international significance such as the NCAA
Basketball Tournament, the NBA All-Star Game and national political conventions;
provided, however, Licensee may not receive admission tickets to some SBC Center
Events due to  restrictions  imposed by the Event  Sponsors.  Licensee  shall be
required to purchase the Minimum  Number of admission  tickets to the SBC Center
for any and all  post-season  NBA Games  played at the SBC Center  ("Post-Season
Games") and the price of such  Post-Season  Game admission  tickets shall not be
included in the Annual License Fee.

         The  architectural  design of the SBC Center  and/or  the Suite  and/or
guidelines imposed by Event Sponsors for the presentation of an SBC Center Event
may result in a fully or partially  obstructed view of such SBC Center Event. If
such fully or partially  obstructed  view of an SBC Center  Event should  occur,
Licensee  may  request  and  Licensor  will make  reasonable  efforts to provide
alternative  general  seating to Licensee for such SBC Center Event.  The number
and terms and conditions of alternative  general  seating offered to Licensee by
Licensor in the event of a partially or fully  obstructed  view of an SBC Center
Event shall be  determined on a case by case basis  depending on the  reasonable
efforts  negotiations  between the  Licensor  and the Event  Sponsor of such SBC
Center Event.

         Subject to  restrictions  imposed by  agreements  with Event  Sponsors,
Licensee shall have the first option to purchase  admission tickets to other SBC
Center  Events  for which  Licensee  desires  to use the  Suite;  provided  that
Licensee must purchase at least the Minimum Number of admission tickets for such
SBC Center  Events.  Admission  tickets  for any such SBC Center  Event shall be
priced by the sponsor or promoter of such SBC Center Event (an "Event Sponsor").


                                      5-2

<PAGE>

6.  POSSESSION AND USE.  Licensee shall be entitled to use and possession of the
Suite during the Term (except as provided in Section 16 hereof),  subject to the
provisions of the Agreement. Licensee and Licensee's guests shall be entitled to
use the Suite at all times for which appropriate  admission tickets to the Suite
have been obtained. In addition, Licensee and Licensee's guests will have access
to the Charter Level and Terrace Level  facilities at the SBC Center (other than
facilities  restricted  for the  exclusive  use of the  Licensor  or other suite
licensees)  (the  "Facilities")  in accordance  with such procedures as shall be
established  by Licensor  from time to time.  During  dates on which  Pre-Season
Games,  Regular  Season Games or other SBC Center  Events  occur,  access to the
Suite and the Suite area,  as well as the  Facilities,  shall be  controlled  by
Licensor  and each person  using such area shall be required to present a ticket
for admission thereto. In addition to the access benefits described in Exhibit B
hereto,  Licensee  shall be given  access to the Suite on other  dates upon such
terms and conditions as Licensor,  in its  discretion,  may permit or designate.
Licensee and Licensee's guests shall be bound by and shall observe the terms and
conditions  upon which  admission  tickets to the SBC Center have been issued by
the Licensor or by an Event Sponsor including,  without  limitation,  the policy
adopted by the  issuer of such  tickets  with  respect  to the  cancellation  or
postponement of the game or event.

         Access to the  Charter  Level or Terrace  Level for SBC  Center  Events
shall be shared only by persons holding appropriate tickets for admission to the
Suite  pursuant  to the  terms  of  the  Agreement  and  rules  and  regulations
established from time to time by Licensor and/or any Event Sponsor.

         The  Agreement  provides  Licensee only with the right and privilege to
possess and use the Suite in the manner set forth in the Agreement.

7. PARKING.  Licensee shall have the right to receive, at all times during which
Licensee is entitled  to use the Suite  under the  Agreement,  the number of VIP
parking  passes  set forth in Exhibit B hereto  for  parking in SBC Center  lots
designated by Licensor from time to time.

8.  SERVICES.  Food  and  beverage  services  shall  be  provided  by a  caterer
designated by Licensor,  at prevailing rates established by such caterer,  to be
billed  directly to Licensee.  Licensee  shall pay on a timely basis all charges
and  expenses,  including  applicable  taxes for  catering  and other  services,
incurred by Licensee in connection  with the use of the Suite by the Licensee or
the Licensee's guests. No food or beverages other than those purchased from such
designated caterer or from the  concessionaires in the SBC Center may be brought
into or be prepared or consumed in the Suite.

         The Licensor will be responsible  for ordinary  repairs and maintenance
to  the  interior  and  exterior  of the  Suite  (including  ordinary  cleaning,
sweeping,  vacuuming,  trash removal,  and dusting).  The Licensor  reserves the
right to charge  Licensee for, and Licensee  agrees to pay for, the cost of what
Licensor  considers,  in its sole and absolute  discretion,  to be extraordinary
repairs, maintenance,  replacements, or cleaning of the Suite resulting from any
act or omission of Licensee or its guests.

9.  SECURITY  DEPOSIT.  As security for the prompt and full payment of all fees,
including the Annual License Fee, and Licensee's  full and faithful  performance
of its obligations hereunder, Licensee will pay a security deposit in the amount
and on the dates set forth in Exhibit C hereto (the "Security  Deposit").  After
delivering  the  Security  Deposit to  Licensor,  the  Security  Deposit  may be
commingled  with other of  Licensor's  funds and may be used by Licensor for any
business  purpose.  If, at any time  during the Term,  any portion of the Annual
License Fee or any other amount  payable by Licensee to Licensor is not promptly
paid when due,  Licensor may, without prior notice and without waiving any other
remedy  which it may have under the  Agreement,  apply all or any portion of the
Security  Deposit to the payment of such amount.  Licensee  shall,  upon written
demand of  Licensor,  remit to  Licensor  an amount  sufficient  to restore  the
Security  Deposit to the original  sum  deposited.  Licensee's  failure to do so
within five (5) business  days after  receipt of such demand shall  constitute a
breach of the  Agreement.  If Licensee's  right to use the Suite is  terminated,
Licensor may, at its option,  apply the Security Deposit,  or so much thereof as
may be  necessary,  to compensate  Licensor for any loss or damage  sustained or
suffered  by  Licensor  due to  Licensee's  breach.  Otherwise,  and if Licensee
complies with all terms and  conditions of the Agreement,  the Security  Deposit
shall be returned to Licensee at the end of the Term, or upon termination of the
Agreement  as  provided in Section 15 hereof.  No  interest  will be paid on the
Security Deposit.

                                      9-3

<PAGE>

10.  OBLIGATION TO PAY. Except as otherwise set forth herein,  the obligation of
Licensee to pay the Security Deposit,  the Annual License Fee, food and beverage
concessions charges, or other sums due to Licensor,  Licensor's concessionaires,
or any Event  Sponsor,  is  independent  of the  liabilities  or  limitations of
Licensor under the Agreement. Licensee shall promptly make all such payments due
without any  deductions,  set offs,  or  counterclaims  against such payments on
account of any breach or default by or claims against Licensor or otherwise,  or
any breach or  default  by or claims  against  any  concessionaire  or any Event
Sponsor.  Licensee shall make all payments due to Licensor's  concessionaires or
any Event Sponsor without any deductions, setoffs, or counterclaims against such
payments  on account of any  breach or  default by or claims  against  Licensor.
Nothing in this Section  shall prevent  Licensee  from  bringing an  independent
action against Licensor or any concessionaire or Event Sponsor.

         Licensor  shall not be liable for,  and  Licensee  shall not assert any
deduction,  set off or  claim  of any  nature  against  Licensor  for any act or
omission  of or any breach or default by any  concessionaire  or Event  Sponsor.
Licensee  shall be bound by the terms and  conditions  established  from time to
time by Licensor or any Event Sponsor for cancellation or postponement of a game
or event.  Except as otherwise set forth in such terms and conditions,  Licensor
shall have no  liability  to  Licensee  on account of any such  cancellation  or
postponement  or other failure or  deficiency in the conduct of such event.  The
Event  Sponsor  shall have no liability on account  thereof  except as otherwise
provided on the tickets issued to Licensee.

         Licensee's  rights under the  Agreement,  including  the rights to have
access to and use the Suite and the  Facilities  and to obtain  admission to the
SBC Center or the Suite,  are subject to the conditions  precedent of payment by
Licensee to Licensor of all sums then due Licensor and upon Licensee's continued
compliance with the Agreement.

         The Annual  License  Fee for the Suite will be billed to  Licensee  and
will be due and payable at the times set forth in Exhibit C hereto. In addition,
Licensee shall pay any sales,  privilege,  rental, use,  amusement,  property or
other governmental taxes, impositions or assessments due on, or with respect to,
the Annual License Fee or on account of the use of the Suite or the Facilities.

11. LATE FEE.  Any Annual  License Fee or other  monetary  obligation  under the
Agreement not paid to Licensor by the date specified in the Agreement shall bear
interest  accruing from such date at the rate of fifteen percent (15%) per annum
or the highest rate permitted by law, whichever is less.

12. RIGHT OF FIRST REFUSAL.  If not in default in the  performance of Licensee's
obligations under the Agreement,  Licensee shall have the right of first refusal
to renew this License after the  expiration  of the Term at such Annual  License
Fee and on such  other  terms  and  conditions  as  Licensor  may,  in its  sole
discretion, determine. Licensor shall submit to the Licensee an agreement, which
sets forth the Annual License Fee and other terms and conditions  established by
Licensor for the renewal license. Licensee may exercise, if at all, its right of
first refusal by executing and returning  such  agreement to Licensor,  together
with any  deposit or other  payment  which may be  required  thereunder,  within
thirty (30) days after the agreement is sent to Licensee by Licensor.

13.  COVENANTS  OF  LICENSEE.  Licensee  covenants  and agrees with  Licensor as
follows:

                  (a) Except for ordinary wear and tear, Licensee will reimburse
         the  Licensor  for the repair of any damage  caused to the Suite or the
         Licensor's  property  in the  Suite by  Licensee  or any of  Licensee's
         guests or invitees.

                  (b) Licensee  shall abide by, and shall notify and require its
         guests and invitees to abide by, such rules and regulations as Licensor
         shall  establish from time to time  concerning the use and occupancy of
         the Suite and the SBC Center.


                                      13-4
<PAGE>

                  (c) Licensee and  Licensee's  guests and invitees shall at all
         times maintain proper decorum while using the Suite.  Licensee shall be
         held  responsible  for its  actions  as well as those of its guests and
         invitees  including,  but not  limited  to,  actions  arising  from the
         consumption  of  alcoholic   beverages.   Should  Licensee  or  any  of
         Licensee's  guests or invitees create a disturbance or cause objects to
         be thrown or dropped from the Suite,  the Licensor shall have the right
         to eject the parties responsible for such action, or all the persons in
         the Suite,  from the confines of the SBC Center, or exercise any of the
         Licensor's  rights upon default in  accordance  with the  provisions of
         Section 14 hereof  including,  without  limitation,  termination of the
         Agreement.  Licensee and  Licensee's  guests and invitees  shall comply
         with all applicable present and future laws, ordinances,  orders, rules
         and regulations  (including those promulgated by the NBA) and shall not
         permit any violation thereof.

                  (d) Licensee  and  Licensee's  guests and  invitees  shall not
         bring into the SBC Center any alcoholic or intoxicating  beverage,  any
         illegal drugs or, except as prescribed by a physician,  any  controlled
         substance.

                  (e) Licensee  and  Licensee's  guests and  invitees  shall not
         permit  the  Suite to be used for any  illegal,  improper,  immoral  or
         objectionable  purpose,  or in any way obstruct or  interfere  with the
         rights of any other licensees.

                  (f) Licensee  and  Licensee's  guests and  invitees  shall not
         film,  record or  transmit  from the Suite  all or any  portion  of any
         basketball  game or other event,  or any  description  thereof,  by any
         means (including without  limitation radio or television  broadcasting,
         whether   broadcast   "live"  or  by  means  of  film,  tape  or  other
         technology).

14. DEFAULT.  In the event Licensee fails to pay when due any amounts to be paid
by Licensee pursuant to the Agreement (including, without limitation, the Annual
License Fee) or otherwise  defaults in the  performance  or  observation  of its
duties and obligations  under the Agreement or any other  agreement  executed in
connection  herewith,  including  without  limitation,   broadcast  sponsorship,
corporate   sponsorship,   charter  seat  license  or  any  other  ticketing  or
sponsorship  agreements,  Licensor may, at its option: (a) withhold distribution
of admission  tickets to Licensee for SBC Center  Events until such time as such
default  is  cured;  and/or  (b)  terminate  the  rights of  Licensee  under the
Agreement after giving Licensee not less than ten (10) days prior written notice
of such default or breach.  In the event that Licensee  shall not have cured the
default or breach  specified  in said  notice  within  said ten (10) day period,
Licensor may  terminate  the right of Licensee to the use and  possession of the
Suite and all other rights and  privileges  of Licensee  under the Agreement and
declare the entire unpaid  balance of the Annual License Fee (which for purposes
hereof shall include the total  aggregate  unpaid  balance of the Annual License
Fees for the  remainder  of the Term)  immediately  due and  payable,  whereupon
Licensor  shall have no further  obligation  of any kind to  Licensee.  Licensor
shall use reasonable efforts to relicense the right to the use and possession of
the Suite to another party  provided  that, if there are any other suites in the
SBC Center  available  to be licensed,  Licensor may give  priority to licensing
such other suites first.  Licensee  shall remain  obligated to make all payments
due or becoming due under the Agreement,  but if Licensor  licenses the right to
the use and possession of the Suite to another party,  then all amounts received
from such other party,  applicable  to any  remaining  period of the  Agreement,
shall be applied first to the expense of  relicensing  and then to the reduction
of  any  obligations  of  Licensee  to  Licensor  under  the  Agreement.  If the
consideration  collected by Licensor upon any such relicensing is not sufficient
to pay the full amount of all such  obligations of Licensee,  Licensee shall pay
such deficiency upon demand.

         The foregoing remedies of Licensor shall not be to the exclusion of any
other  right or remedy set forth in the  Agreement  or  otherwise  available  to
Licensor at law or in equity.  Licensee shall be responsible  for all attorneys'
fees and costs incurred by Licensor in the enforcement of the Agreement  whether
or not litigation is actually commenced and including any appellate proceedings.
LICENSEE HEREBY UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
SUIT, PROCEEDING OR COUNTERCLAIM RELATING TO OR ARISING OUT OF THE AGREEMENT.


                                      14-5
<PAGE>


         No waiver by  Licensor  of any  default  or breach by  Licensee  of its
obligations  under the Agreement shall be construed to be a waiver or release of
any other subsequent  default or breach by Licensee under the Agreement,  and no
failure or delay by Licensor in the  exercise of any remedy  provided for in the
Agreement  shall be  construed a  forfeiture  or waiver  thereof or of any other
right or remedy available to Licensor.

15.  STRIKES,  DAMAGES,  DESTRUCTION,  ETC.  If any  Regular  Season  Games  are
cancelled  in any Year due to any  reason  including,  without  limitation,  any
strike, lock-out or other labor disturbance, damage to or destruction of the SBC
Center  or any other  event or  condition,  then (i) the terms of the  Agreement
shall  continue in full force and effect  without any  liability to Licensor for
damages of any kind relating to the cancelled Regular Season Games; and (ii) the
Annual License Fee for that Year shall be prorated based upon the ratio that the
total number of SBC Center Events  scheduled to occur during that Year minus the
number of Regular Season Games cancelled for that Year bears to the total number
of SBC Center  Events  scheduled  to occur  during that Year.  Any credit due to
Licensee  as a result of such  proration  for that Year  shall be applied to the
Annual  License Fee payment  installments  for the next Year until used in full.
If,  in the case the Year is the  final  Year of the Term and  there are no more
Annual  License Fee payment  installments  due, then the credit shall be paid to
Licensee when  Licensee has fully  performed  all of its  obligations  under the
Agreement.

         In the event of any damage to or  destruction  of the Suite in any Year
which results in Licensee not having the use of the Suite for any Regular Season
Games and a reasonably  comparable  suite is not made available to the Licensee,
then the Licensee  shall be entitled to a credit  against the Annual License Fee
for that Year as provided in this Section 15. The Licensee shall not be entitled
to a credit for any Annual License Fee if the Suite is rendered  unusable due to
the fault or negligence of the Licensee or Licensee's guests or invitees.

         If, in the event of any damage to or  destruction  the SBC Center which
renders the SBC Center  unusable and the SBC Center is not repaired or restored,
then Licensor will return to Licensee the Security Deposit and any credit of the
Annual License Fee, as soon as reasonably practical thereafter;  and no interest
will be paid on any returned  Annual License Fee or Security  Deposit;  and upon
return of such Annual  License Fee and Security  Deposit,  this  Agreement  will
terminate  and the parties will have no further  liability or obligation to each
other under the terms of the Agreement or at law or equity.

16. ACCESS BY LICENSOR.  Licensor and its agents and employees shall have access
to the Suite to the extent deemed  necessary by Licensor (a) for the performance
of its  obligations  under the  Agreement  and for any and all purposes  related
thereto, (b) to investigate any suspected violations of the terms and conditions
of the  Agreement,  or (c)  otherwise in  connection  with the  ownership of the
Suite.  Licensee  shall  not  interfere  with  Licensor's  right  of  access  by
installation of locks or otherwise.

17.  DISCLAIMER OF LIABILITY.  None of Licensor,  Arena Project  Developer  LLC,
Community Arena Management,  Ltd., any SBC Center manager designated by Licensor
(the  "SBC  Center  Manager")  or any of their  officers,  partners,  employees,
directors,  members,  managers or agents shall be liable or responsible  for any
loss,  damage,  or  injury to any  person  or to any  property  of  Licensee  or
Licensee's  guests or  invitees in or upon the SBC  Center,  resulting  from any
cause whatsoever including, but not limited to, theft and vandalism,  unless due
to the gross negligence or the willful misconduct of the above-named parties.

         IN ADDITION,  LICENSEE  AGREES TO INDEMNIFY,  DEFEND AND HOLD LICENSOR,
ARENA PROJECT DEVELOPER LLC,  COMMUNITY ARENA  MANAGEMENT,  LTD., THE SBC CENTER
MANAGER, AND ANY OF THEIR RESPECTIVE OFFICERS, PARTNERS,  EMPLOYEES,  DIRECTORS,
MEMBERS,  MANAGERS OR AGENTS,  HARMLESS FROM AND AGAINST ANY LIABILITY,  LOSSES,
CLAIMS,  DEMANDS,  COSTS AND EXPENSES,  INCLUDING ATTORNEYS' FEES AND LITIGATION
EXPENSES,  ARISING OUT OF ANY PERSONAL INJURY OR PROPERTY DAMAGE OCCURRING IN OR
UPON THE SBC CENTER IN CONNECTION  WITH LICENSEE'S USE OR OCCUPANCY OF THE SUITE
OR  DUE TO  ANY  CONTRAVENTION  OF THE  PROVISIONS  OF THE  AGREEMENT  OR OF ANY
APPLICABLE LAWS, RULES,  REGULATIONS OR ORDER OF ANY GOVERNMENTAL  AGENCY HAVING
APPROPRIATE  JURISDICTION  OVER ANY ACTIONS OR NEGLIGENCE  (WHETHER  ORDINARY OR
GROSS) OF LICENSEE OR LICENSEE'S GUESTS OR INVITEES.


                                      17-6

<PAGE>

         The   obligations  of  Licensee  in  this  Section  shall  survive  the
termination of this  Agreement to the extent any event  described  above,  which
gives rise to such liabilities,  losses,  claims,  demands,  costs and expenses,
occurs, arises or accrues prior to the date of such termination.

         In addition,  Licensee shall, at its sole cost and expense,  obtain and
keep in full force and  effect at all times  during  the Term,  a  comprehensive
general liability insurance policy (including,  without limitation,  host liquor
liability  coverage)  with a  single  limit  of at least  Five  Million  Dollars
($5,000,000),  including  coverage for bodily injury or death,  property damage,
and  personal  injury  liability  and for the  performance  by  Licensee  of the
indemnity  provisions of the Agreement.  The limits of this insurance shall not,
however,  limit  the  liability  of  Licensee  under  the  Agreement.  Prior  to
Licensee's  occupancy of the Suite and before the insurance policy shall expire,
Licensee shall deliver to Licensor a certificate evidencing the issuance of such
insurance policy.  Licensee's  comprehensive  general liability insurance policy
and certificate  evidencing  such insurance  shall (i) name the Licensor,  Arena
Project  Developer  LLC,  Community  Arena  Management,  Ltd. and the SBC Center
Manager as  additional  insureds  (ii)  contain a provision by which the insurer
agrees  that the policy  shall not be  canceled  except  after  thirty (30) days
written  notice to all  additional  insureds,  and (iii) be issued by  insurance
companies reasonably satisfactory to the additional insureds and qualified to do
business in the State of Texas. Any liability insurance carried or to be carried
by Licensee under the Agreement shall be primary and  non-contributory  over any
insurance policy or self-insurance  coverage maintained or carried by any of the
additional  insureds.  If Licensee shall fail to obtain or maintain the required
insurance,  Licensor  may, at its option,  obtain the  insurance  on  Licensee's
behalf,  using  its best  efforts  to  obtain  such  insurance  at a  reasonably
competitive  rate, and the cost of such insurance  shall be immediately  due and
payable by Licensee upon demand of Licensor.

         Anything in the Agreement to the contrary  notwithstanding,  each party
hereto hereby  releases and waives all claims,  rights of recovery and causes of
action that either such party or any party  claiming  by,  through or under such
party by  subrogation  or otherwise may now or hereafter  have against the other
party or any of the other party's directors,  officers,  partners,  employees or
agents for any loss, damage, injury or death that may occur in the SBC Center or
Suite by reason of fire, act of God, the elements or any other cause,  including
negligence (whether ordinary or gross) of the parties hereto or their directors,
officers,  partners,  employees or agents,  that could have been insured against
under  the  terms of  comprehensive  general  liability  insurance  policies  or
standard fire and extended  coverage  insurance polices or that were required to
be insured under the terms of the Agreement.

18. MISCELLANEOUS.

                  (a) Upon the expiration of the Term (or, if  applicable,  upon
         the  expiration  of any renewal term  pursuant to  Licensee's  right of
         first refusal under Section 12 hereof) or upon the earlier  termination
         of the Agreement,  Licensee shall surrender  possession of the Suite to
         Licensor  in the  condition  in which it was  originally  delivered  to
         Licensee,  except for the normal  wear and tear,  and damage  caused by
         casualty or force beyond the control of Licensee or  Licensee's  guests
         or invitees.

                  (b) Licensee shall not cost-share,  co-license,  sell, assign,
         sublease,  pledge or otherwise  transfer or encumber the Agreement,  or
         any of Licensee's rights and obligations  under the Agreement,  without
         the prior written consent of Licensor,  except as set forth in Sections
         19 and 20 hereof.  Any attempted sale,  assignment,  sublease,  pledge,
         transfer or encumbrance in contravention of the foregoing shall be null
         and void and of no effect.

                  (c) It is  understood  that  Licensor  may  mortgage,  pledge,
         assign or  otherwise  encumber  Licensor's  rights in the  Agreement as
         security for financing for the SBC Center or other facilities  operated
         by Licensor,  to any successor owner of the Team, or for other purposes
         of Licensor,  and that, in such event, the Agreement and the rights and
         interests of Licensee hereunder shall be subordinate thereto;  provided
         that any such  mortgagee,  pledgee,  assignee or the holder of any such
         lien shall agree in writing to recognize  the  Agreement and the rights
         and  interests  of Licensee  hereunder in the event of  foreclosure  or
         enforcement  of said lien if  Licensee  is not then in  default  in the
         performance of Licensee's obligations under the Agreement.

                  (d) All notices,  demands and other communications between the
         parties  required  or  appropriate  hereunder  shall be in writing  and
         deemed given if mailed,  postage prepaid,  to the respective  addresses
         set  forth  in  the  Agreement,  or to  such  other  address  as may be
         designated by either party, from time to time, in writing.

                                      18-7

<PAGE>


                  (e)  THE   AGREEMENT   SHALL  BE  CONSTRUED  AND  ENFORCED  IN
         ACCORDANCE  WITH THE LAWS OF THE STATE OF TEXAS,  WITHOUT REGARD TO ANY
         OTHERWISE   APPLICABLE   PRINCIPLES  OF  CONFLICT  OF  LAWS,   AND  ALL
         OBLIGATIONS OF ANY PARTY HEREUNDER SHALL BE PAYABLE AND PERFORMABLE IN,
         AND THE  EXCLUSIVE  VENUE FOR ANY ACTION  BROUGHT WITH  RESPECT  HERETO
         SHALL BE IN, BEXAR COUNTY, TEXAS.

                  (f) The Agreement, including the Terms and Conditions, and the
         Exhibits and Schedules annexed hereto, contains the entire agreement of
         the parties with respect to the matters provided for therein, and shall
         supersede any written  instrument or oral agreement  previously made or
         entered into by the parties to the Agreement.

                  (g) The  Agreement,  and all the terms and provision  thereof,
         shall inure to the benefit of and be binding upon the parties  thereto,
         and  their  respective  heirs,  executors,   administrators,   personal
         representatives,  successors  and  permitted  assigns.  No amendment or
         modification to the Agreement shall be effective  unless the same is in
         writing and signed by both Licensor and Licensee.

19. CO-LICENSEE ARRANGEMENTS. Licensee hereby covenants, represents and warrants
that, except with respect to the parties disclosed on Exhibit E hereto, Licensee
has not entered into, nor will it enter into, any agreements or  arrangements by
which  Licensee and any other party or parties share the costs  attributable  to
the Suite  including,  but not limited to, the Annual  License Fees provided for
hereunder,  in  consideration  for the use of the Suite  during the Term  hereof
("Co-Licensee Arrangement"). A Co-Licensee Arrangement shall include any and all
agreements to transfer, for any consideration whatsoever,  one or more admission
tickets to the Suite.  In the event that Exhibit E hereto  discloses any parties
with whom  Licensee has entered  into a  Co-Licensee  Arrangement,  Licensor has
approved such arrangements by its execution of the Agreement.  In no event shall
Licensor's  approval of these  parties  imply  approval by Licensor of any other
parties.  Each  Co-Licensee  shall  be  jointly  and  severally  liable  for all
obligations of Licensee under the Agreement,  including all Annual License Fees,
and in no event shall any Co-Licensee  Arrangement  relieve  Licensee from being
fully  liable for all  obligations  under the  Agreement,  including  all Annual
License Fees. Licensor shall have the right,  exercisable in Licensor's sole and
absolute  discretion,  to  prohibit  and  to  reject  any  proposed  Co-Licensee
Arrangement or to limit the number of parties to a Co-Licensee Arrangement, both
upon execution hereof and at any time thereafter. Licensee hereby represents and
warrants  that all  amounts  payable  by the other  parties  to any  Co-Licensee
Arrangement  do not exceed the Annual  License  Fees and other costs  imposed on
Licensee  hereunder for the use of the Suite reasonably  allocable to the use of
the Suite by the other parties to the Co-Licensee Arrangement. In the event that
Licensee desires to enter into a Co-Licensee Arrangement after execution of this
Agreement,  Licensee  shall be  required  with  respect  thereto  to  provide to
Licensor the identity of the  party(s) to the proposed  Co-Licensee  Arrangement
and the address and phone number of such party(s),  so that Licensor may contact
them to request  such  financial  or other  information  as Licensor  shall deem
advisable. All such future Co-Licensee Arrangements shall be subject to the same
conditions  and  restrictions  as a Co-Licensee  Arrangement  disclosed  herein.
Transfer of admission  tickets to the Suite for the  appropriate  allocable cost
pursuant to an approved  Co-Licensee  Arrangement  shall not violate  Section 21
hereof.

20. ASSIGNMENT; WHEN PERMITTED.

                  (a) Assignment. Licensee hereby acknowledges that the identity
         of Suite licensees is of crucial  importance to Licensor.  Accordingly,
         Licensee hereby agrees that,  unless  Licensee has obtained  Licensor's
         consent as provided in Section 20(b) hereof, it shall not assign, sell,
         sublicense,  transfer,  mortgage or otherwise alienate or encumber (any
         such act  being to  "assign"  and to  result  in an  "assignment")  the
         Agreement or any interest herein; provided,  however, that Licensee may
         distribute  tickets  or  passes  for use of the  parking  spaces to its
         guests  and  invitees  for  use in the  manner  permitted  herein.  For
         purposes  hereof,  a transfer of a controlling  interest in the capital
         stock  or  partnership  interests  of  Licensee,  the  sale  of  all or
         substantially   all  of  the  assets  of   Licensee   or  a  merger  or
         consolidation  of Licensee with another entity shall be deemed to be an
         assignment  requiring  consent of the Licensor,  such consent not to be
         unreasonably withheld.  Licensee further agrees not to sell any tickets
         or any rights to  admission  to the Suite,  the  parking  spaces or the
         Facilities or otherwise  permit any person to occupy the same for hire,
         it being expressly  understood  that the use of tickets,  the Suite and
         the Facilities  shall be solely and exclusively for the use,  enjoyment
         and  entertainment  of Licensee,  and employees,  visitors,  guests and


                                      20-8

<PAGE>

         invitees  of  Licensee.  Licensee  agrees  not to solicit or accept any
         direct or indirect  payment or income from any person or entity for the
         use and  enjoyment  of tickets,  the Suite,  the parking  spaces or the
         Facilities.  The  provisions  of this  Section  20 shall  not  prohibit
         Licensee from requiring its employees, guests and invitees, pursuant to
         Licensee's  company  or  internal  policy  and  procedure,  to  pay  or
         reimburse Licensee for the use of tickets.

                  (b) Consent. If Licensee desires to assign its interest in the
         Agreement to any person or entity,  Licensee  shall notify  Licensor in
         writing of such  desire,  setting  forth the  identity of the  proposed
         assignee and the name,  address and telephone  number of the individual
         representing  the proposed  assignee so that  Licensor may  communicate
         with the proposed  assignee  regarding the  assignment.  Licensor shall
         have the right to  contact  the  proposed  assignee  and  conduct  such
         investigation  of the  creditworthiness  of such  proposed  assignee as
         Licensor  shall  deem  necessary,   including  requiring  the  proposed
         assignee to submit to Licensor such financial and other  information as
         Licensor  shall deem  advisable.  If Licensor  consents to the proposed
         assignment,  it shall not be effective  until  Licensor has received an
         instrument  executed by the proposed  assignee by which it agrees to be
         bound by the  Agreement,  and an instrument  of assignment  executed by
         Licensee  satisfactory to Licensor.  Upon Licensor's written consent to
         the  assignment  of the  Agreement  and  receipt  of such  instruments,
         Licensee  shall be  released  from any  further  obligations  under the
         Agreement.  Any consent by Licensor to any assignment or other transfer
         by  Licensee  shall not be deemed to be a consent  by  Licensor  to any
         further  assignment or other  transfer by the successor  Licensee.  Any
         attempted assignment,  sale,  sublicense,  transfer,  mortgage or other
         alienation or  encumbrance  of the Agreement or any interest  herein in
         contravention  of Sections 19 and 20 hereof shall be null and void, and
         further shall constitute a default in the performance and observance of
         Licensee's duties and obligations  under the Agreement.  Licensor shall
         not unreasonably withhold its consent to an assignment by Licensee to a
         wholly owned or  controlled  affiliate of Licensee or to an entity with
         which Licensee has merged or  consolidated  or to a purchaser of all or
         substantially all of Licensee's assets,  provided such assignee assumes
         all of Licensee's obligations under the Agreement in writing acceptable
         to Licensor and Licensee otherwise complies with this Section 20.

21.  SUBORDINATION.  The Agreement and Licensee's rights hereunder are expressly
subject and subordinate to (i) that certain Spurs License  Agreement dated as of
August 22, 2000  between  Bexar  County,  Texas,  Licensor and  Community  Arena
Management, Ltd.; (ii) that certain Development Agreement dated as of August 22,
2000 between Bexar County,  Texas and Arena Project  Developer  LLC;  (iii) that
certain  Operating  Agreement  dated as of August 22, 2000 between Bexar County,
Texas and Community Arena  Management,  Ltd.; (iv) that certain Freeman Coliseum
Agreement  dated as of August 22, 2000 between  Bexar  County,  Texas,  Coliseum
Advisory Board (CAB), Community Arena Management, Ltd., Licensor and San Antonio
Livestock Exposition,  Inc.; (v) any and all other leases (ground or otherwise),
mortgages or other  financing  documents  affecting  the SBC Center or land upon
which the SBC Center is located or Licensor's interest therein; (vi) all zoning,
building and other laws,  regulations  and  ordinances of any and all municipal,
governmental and quasi-governmental bodies and agencies having jurisdiction over
the SBC Center or land upon which the SBC Center is  located;  and (vii) any and
all matters  affecting  the state of title to the SBC Center and land upon which
the SBC Center is  located,  whether or not  recorded  in the public  records of
Bexar County, Texas.

                                      21-9

<PAGE>

                                    EXHIBIT A
                                    ---------

                               SBC CENTER DIAGRAM
                               ------------------



                     [SBC Center Diagram follows this page]














                                      A-1
<PAGE>

                                    EXHIBIT B
                                    ---------

                                 SUITE BENEFITS
                                 --------------

    Subject to the payment of the Annual License Fee and the other terms and
    conditions of the Agreement, Licensee shall be entitled to the following
                                    benefits.



1. ADMISSION  TICKETS.  Licensee shall receive twenty-two (22) admission tickets
(the  "Minimum  Number") to the Suite which  includes a seating and  hospitality
area for all Pre-Season  Games,  Regular Season Games, all Sporting Events,  all
Rodeo Events,  and all Package Events,  but excluding all events of national and
international  significance  such as the  NCAA  Basketball  Tournament,  the NBA
All-Star Game and national political conventions;  provided,  however,  Licensee
may not receive  admission tickets to some SBC Center Events due to restrictions
imposed by the Event Sponsors.

2. OTHER ADMISSION  TICKETS.  Licensee shall be required to purchase the Minimum
Number of admission  tickets for every Post-Season Game played in the SBC Center
in accordance with the terms of Section 5 of the Terms and Conditions.  Licensee
shall have the first  option to purchase  admission  tickets to other SBC Center
Events.  Subject to Licensor's sole and absolute discretion,  Licensee will also
be entitled to receive up to four (4) additional  Guest Passes  allowing  ticket
holders  access to Licensee's  Suite for any SBC Center Event for which Licensee
is entitled to use the Suite.

3. PARKING  PASSES/PARKING.  Licensor  shall provide  Licensee with five (5) VIP
parking passes for parking in SBC Center lots designated by Licensor.

4. TELEPHONE AND TELEVISION.  Each Suite shall include a phone with in-house and
local service and two (2) television monitors.

5.  BUSINESS  USE/BUSINESS  CENTER.  Upon  72-hour  advance  notice to Licensor,
Licensee  shall have access to the Suite on days that do not coincide  with game
days or other SBC Center Events subject to the rules and regulations for the SBC
Center.  No admission  tickets  shall be required for such access.  By reserving
with the Licensor on a  first-come-first-serve  basis,  Licensee also shall have
access,  on terms to be established by Licensor,  to an  appropriately  equipped
conference room/business center.

6. ACCESS TO CHARTER LEVEL AND TERRACE  LEVEL.  Licensee and  Licensee's  guests
will have the right to  access  and use the  Charter  Level  and  Terrace  Level
facilities at the SBC Center, including the private Saddles & Spurs Club and the
Terrace  Restaurant in accordance  with such policies and procedures as shall be
established by Licensor and/or any Event Sponsor from time to time.






                                      B-1
<PAGE>

                                    EXHIBIT C
                                    ---------

                  SUITE ANNUAL LICENSE FEE AND PAYMENT SCHEDULE
                  ---------------------------------------------


1. ANNUAL LICENSE FEE. The annual license fee (the "Annual License Fee") payable
by Licensee to Licensor for the first Year of the Term is  $159,000.  The Annual
License Fee is subject to annual price escalation of 6%.

2. ANNUAL LICENSE FEE PAYMENTS.  The first  installment in the amount of $23,850
(15% of the  Annual  License  Fee for the first  Year) is due with the  executed
agreement.  Licensee  shall pay the remainder of the Annual  License Fee for the
first  Year in three  equal  installments  in the amount of $39,750 on August 1,
2004,  September  1, 2004 and October 1, 2004.  The Annual  License Fee for each
Year of the Term thereafter shall be payable in three (3) equal  installments on
the  first day of May of the prior  Year of the Term and July and  September  of
that Year of the Term.  The Annual  License Fee payable  during each Year of the
Term includes all applicable taxes.

3. SECURITY  DEPOSIT.  Contemporaneous  with the final first Year payment above,
Licensee  shall pay the amount of $5,000 to Licensor as a security  deposit (the
"Security  Deposit").  Subject  to  Section 9 of the Terms and  Conditions,  the
Security  Deposit  shall be  returned  to  Licensee  at the end of the Term.  No
interest will be paid on the Security Deposit.















                                       C-1
<PAGE>

                                    EXHIBIT D
                                    ---------

                             TERRACE SUITE FEATURES
                             ----------------------

         The Terrace Suite will include the following features:


(a)      Sixteen (16) 22" oversized leather seats and six (6) drink rail stools;

(b)      Interactive applications;

(c)      Decor options with color choices;

(d)      Wet bar with refrigerator and ice maker;

(e)      Catering Attendant services;

(f)      Cable television and/or satellite services;

(g)      Technology  communications  package  (in-house and local phone service,
         sound system, internet access);

(h)      Coat closet and lockable cabinet storage area.







                                     D-3-1

<PAGE>

                                    EXHIBIT E
                                    ---------

                             CO-LICENSEE ARRANGEMENT
                             -----------------------

         Pursuant to Section 19 of the Terms and Conditions, there [is] [is not]
any existing  Co-Licensee  Arrangement  with respect to the Suite.  If there are
such arrangements the following information is hereby provided as to the parties
with whom such Co-Licensee Arrangement exists:

         Name:                  ____________________________________
         Address:               ____________________________________


         Phone No:              ____________________________________
         Fax No:                ____________________________________
         Email:                 ____________________________________


         Designated
         Representative
         Name:                  ____________________________________



         Name:                  ____________________________________
         Address:               ____________________________________
                                ____________________________________
                                ____________________________________

         Phone No:              ____________________________________
         Fax No:                ____________________________________
         Email:                 ____________________________________

         Designated
         Representative
         Name:                  ____________________________________

All of such Co-Licensee  Arrangements are subject to Section 20 of the Terms and
Conditions.





                                      E-3-1
<PAGE>

                            SBC CENTER SUITES RELEASE


         We  anticipate  that there will be requests for us to release the names
of companies, which are SBC Center Suite licensees.

         We  respect  your  privacy,  and  realize  that  you may not want to be
mentioned  publicly as a Suite licensee at the new SBC Center. If you agree that
we can use  your  company  name  as per  the  terms  outlined  in the  following
paragraph, please sign below and return this page with the Agreement.

         In consideration of San Antonio Spurs,  L.L.C.'s  entering into a Suite
License  Agreement with the  undersigned,  I hereby authorize San Antonio Spurs,
L.L.C.  and/or the National  Basketball  Association  to release the name of our
company in conjunction with  announcements,  press releases,  printed  materials
and/or in any manner regarding the SBC Center Suites. No additional approval for
such release is required. This release applies until revoked in writing.

Agreed to:

_______________________                                  _______________________
Name                                                     Date

_______________________
Title

_______________________
Company