7
                                  Exhibit 10.31
                                 LOAN AGREEMENT

     THIS LOAN AGREEMENT  (this  "Agreement")  is dated as of September 4, 1996,
between Tee One Up, Inc., a Nevada corporation ("Borrower"),  with an address of
826 North Lake Street,  Burbank,  California  91502, and Pacific D.N.S.,  Inc. a
Nevada  corporation  ("Lender"),  with an address at 2805 Ashworth  Circle,  Las
Vegas, Nevada 89109, with reference to the following facts and circumstances:

     WHEREAS,  Borrower has  requested and Lender has agreed to lend to Borrower
the sum of up to Three Hundred  Thousand  Dollars  ($300,000) (the "Loan"),  and
Borrower is executing and delivering a Promissory  Note of even date herewith in
the principal amount of up to Three Hundred  Thousand Dollars  ($300,000) and in
the  form of  Exhibit  "A"  attached  hereto  and  incorporated  herein  by this
reference (the "Note") evidencing the Loan; and

     WHEREAS,  in  order  to  induce  Lender  to  make  the  Loan,  Borrower  is
simultaneously executing and delivering to Lender an Assignment of Contracts and
Security  Agreement  of even date  herewith in the form of Exhibit "B"  attached
hereto and incorporated  herein by this reference (the "Security  Agreement") to
secure  the  Note  (the  Note,  the  Security   Agreement  and  this  Agreement,
collectively with any other documents now or hereafter  delivered to evidence or
secure the Loan, are hereinafter referred to as the "Loan Documents").

     NOW,  THEREFORE,  in  consideration of the foregoing and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, Borrower and Lender hereby agree as follows:

     1.  Loan.

         Upon and  subject to the terms and  conditions  hereof,  Lender  hereby
lends to  Borrower  and  Borrower  agrees to borrow from Lender the sum of up to
Three  Hundred  Thousand  Dollars  ($300,000)  upon and subject to the terms and
conditions  contained  herein.  Funding(s) of the Loan, if any, shall be made by
delivery to Borrower in Las Vegas, Nevada, of Lender's or a bank check, drawn on
Lender's local Nevada bank, in the amount of the sum(s) thereby advanced.

     2.  Conditions to the Loan.

         Lender shall not be obligated to make the Loan, or any portion thereof,
unless and until  Borrower,  at its sole cost and expense,  has provided each of
the following in form and substance satisfactory to Lender.

         (1)  duly  authorized,  executed and  delivered  originals of (i) Note,
              (ii) the  Security  Agreement,  and (iii)  any and all other  Loan
              Documents;

          (2) an opinion of Borrower's counsel, such counsel to be acceptable to
              Lender, and such opinion to be in form and substance  customary in
              comparable transactions and otherwise acceptable to Lender, all in
              Lender's sole and absolute discretion;

         (3)  certified copies of all documents relating to the existence,  good
              standing and  qualification of Borrower and the authority for, due
              execution and validity of the Loan Documents;

         (4)  true, correct and complete copies of each of the agreements,  both
              now and  hereafter  existing,  which will be assigned  pursuant to
              Section 1(i) of the Security Agreement (the "Contracts");

         (5)  consents, approvals and/or waivers ("Consents"), in
              form and substance acceptable to Lender, in its
              sole and absolute discretion, by any third parties
              from whom such Consents are required, as determined
              by Lender, in its sole and absolute discretion, as
              a precondition to any element of the transactions
              contemplated hereby, including, without limitation,
              the assignment and/or pledge of any Contract or
              Collateral (as defined in the Security Agreement);

         (6)  duly executed appropriate UCC-1 forms for filing
              with respect to the Security Agreement;

         (7)  UCC, judgment, tax, lien and bankruptcy searches
              with respect to Borrower;

         (8)  true, complete and correct copies of the most
              recent financial statements of Borrower;

         (9)  payment at initial  funding,  by holdback from Loan  proceeds,  of
              Lender's counsel's fees (not to exceed $10,000);
   
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         (10) an executed agreement,  in form and substance acceptable to Lender
              and  Borrower,  pursuant to which  Borrower will grant to Lender a
              right of first refusal to purchase all or any portion, in Lender's
              sole and absolute  discretion,  of any  offering of debt,  equity,
              convertible or other  securities  offered by Borrower,  subject to
              the approval of Windsor Financial Group, as Borrower's  investment
              banker, which approval shall not be unreasonably withheld; and

         (11) such other documents or information  deemed necessary or desirable
              by Lender to better evidence, secure, evaluate or assure the Loan,
              including,  without  limitation,  such documentation as Lender may
              require  evidencing  the  irrevocable  instruction  of Borrower to
              California  Factors & Finance ("CFF")  authorizing and instructing
              CFF to pay  directly  to  Lender  on a monthly  basis  from  funds
              otherwise  payable  to  Borrower  not less than the  amount of the
              monthly payments due under the Note.

Until such time as  Borrower  is able to  provide  all of the  foregoing  items,
Lender may, in Lender's sole and absolute discretion, elect not to fund the Loan
or to fund  less  than the full  amount  thereof;  provided,  however,  that the
funding  of the all or any  portion  of the Loan  prior to receipt of all of the
foregoing  items shall not be deemed a waiver of any of the  foregoing nor shall
it  indicate  that all of the  foregoing  have  been  satisfied;  and  provided,
further,  that in the event that all of the foregoing,  in form and substance as
provided  herein,  are not  delivered to Lender within ten (10) business days of
the date hereof, then Borrower, not later than the 5:00 p.m., Las Vegas, Nevada,
local time, on the next business day following  such tenth (10th)  business day,
shall  immediately  repay to  Lender  any and all  amounts  advanced  hereunder,
together with interest thereon as provided in the Note, the failure timely to so
repay to  constitute a material and  irremediable  breach under the Note and the
other  Loan  Documents,  entitling  Lender  to  exercise  all  rights  available
thereunder or otherwise at law or in equity.

     3.  Use of Proceeds.

         Borrower  shall  apply  the  proceeds  of the  Loan  solely  for use in
Borrower's  business  including for costs,  expenses and fees in connection with
the Loan.

     4.  Loan Fee.

     As  material  inducements  to Lender to make,  and in the  absence of which
Lender would not make, the Loan,  upon the initial  funding of the Loan,  unless
and to the extent waived by Lender,  Borrower (a) shall pay to Lender a loan fee
in connection  with the Loan  consisting of three percent (3%) of the authorized
and  outstanding  capital  stock of Borrower  as of the date of this  Agreement,
subject to customary (i) piggy-back registration rights (subject to commercially
reasonable  underwriter  approval),  and (ii)  anti-dilution  protections in the
event of any merger, reorganization,  recapitalization,  reclassification, stock
dividend, and/or similar occurrences (but not the issuance by Borrower of shares
of its capital stock for fair consideration),  and (b) hereby grants to Lender a
royalty-free,  exclusive, perpetual worldwide license to all broadcast and video
rights from any "Tee One Up" golf course footage  captured during the period the
Loan (or any portion  thereof)  remains  outstanding,  excepting  therefrom  (i)
footage from the Marriott  locations,  the  broadcast  and video rights to which
shall be shared between Lender and Marriott,  and (ii) footage aired on The Golf
Channel,  the revenues from which,  net of any amounts paid to The Gold Channel,
shall be shared  between  Lender and Borrower,  each and every element of all of
the foregoing provisions of this Section 4 to be agreed upon and memorialized in
appropriate  written  agreements  by  and  among  Borrower,  Lender  and/or  any
necessary  third  parties  prior to full or partial  funding of the Loan, as the
case may be, unless and to the extent waived by Lender.

     5.  Representations.

         In addition to any  representations  and warranties  found elsewhere in
the Loan Documents, Borrower hereby represents and warrants to Lender that:

         (a)  Borrower is duly organized  validly  existing and in good standing
              under  the laws of the  State of  Nevada  and has full  power  and
              authority to execute all documents and instruments  required to be
              executed by it in connection with the Loan;

         (b)  The  execution,  delivery and  performance by Borrower of the Loan
              Documents  and all other  documents  executed by it in  connection
              therewith do not contravene any law,  rule,  regulation,  order or
              judgment   applicable  to  it  or  any  agreement  or  contractual
              restriction binding on or affecting it or any of its properties;

         (c)  No authorization, approval or other action by, and no notice to or
              filing with,  any  governmental  authority or  regulatory  body is
              required  for the  due  execution,  delivery  and  performance  by
              Borrower of the Loan Documents and all other documents executed by
              it in connection therewith, except such as have been obtained;
       
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<PAGE>
         (d)  The Loan Documents and all other documents executed
              in connection therewith are the legal, valid and
              binding obligations of Borrower;

         (e)  There are no actions, suits or proceedings pending,
              or to the knowledge of Borrower threatened, against
              or affecting Borrower or the Collateral which could
              have a material adverse effect on Borrower or the
              Collateral or involving the validity or enforce-
              ability of the Loan Documents or the priority of
              the liens created or perfected thereby, at law or
              in equity, or before or by any governmental
              authority, and Borrower is not in default with
              respect to any order, writ, judgement, decree or
              demand of any court or any governmental authority;

         (f)  There is no contact or arrangement of any kind the
              performance of which by another party thereto would
              give rise to a lien on the Collateral or any part
              thereof or any interest therein or requiring
              Borrower to convey the Collateral or any part
              thereof or any estate or interest therein to any
              party, and no party other than Borrower has any
              legal, beneficial or equitable right, title or
              interest in the Collateral;

         (g)  With Respect to the Contracts, (i) Borrower is the
              owner and holder of all of the "TEE ONE UP"
              interest under the Contracts, (ii) there are no
              assignments (other than as previously disclosed to
              Lender or pursuant to the Loan Documents) of the
              Contracts or any portion of the income, charges,
              issues or profits due and payable or to become due
              and payable thereunder (the "Contract Income")
              which are presently outstanding, (iii) the
              Contracts have not been modified or amended, (iv)
              all of the Contracts are in full force and effect,
              (v) to the best of Borrower's knowledge, no other
              party to any Contract is in default under any
              material terms, covenants or provisions thereof and
              Borrower knows of no event which, but for the
              passage of time or the giving of notice or both,
              would constitute an event of default under any of
              the Contracts, (vi) neither Borrower nor any other
              party to any Contract has commenced any action or
              given or served any notice for the purpose of
              terminating any of the Contracts, (vii) all
              Contract Income due and payable to date under the
              Contracts has been paid in full and no such
              Contract Income has been paid more than one month
              in advance of the due dates thereof, and (viii) to
              the best of Borrower's knowledge, there are no
              offsets or defenses to the payment of any portion
              of the Contract Income;

         (h)  There are no federal tax claims or liens assessed
              or filed against Borrower and there are no
              judgments against Borrower unsatisfied of record or
              docketed in any court located in the United States,
              and no petition in bankruptcy has ever been filed
              by or against Borrower or any affiliate of Borrower
              and none of them have ever made any assignment for
              the benefit of creditors or taken advantage of any
              insolvency act or any act for the benefit of
              debtors;

         (i)  There is no Default or Event of Default (as defined)  under any of
              the Loan  Documents  and no event has occurred  and is  continuing
              which with notice  and/or the passage of time would  constitute  a
              Default or Event of Default under any thereof;

         (j)  Borrower is not in default,  nor to  Borrower's  knowledge  is any
              third  party in  default,  under or with  respect to any  material
              contract, agreement lease or other instrument to which Borrower is
              a party;

         (k)  Borrower has no defenses, setoffs or counterclaims with respect to
              payment of all amounts owed and the performance of all obligations
              to be performed under the Loan Documents;

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<PAGE>

         (l)  The financial statements (including the notes thereto) provided to
              Lender by Borrower  fully and  accurately  reflect  the  financial
              condition of Borrower as of the date  thereof,  and there has been
              no material  change in the financial  condition of Borrower  since
              the date of such financial statements;

         (m)  All federal state, local and foreign tax returns,
              reports and statements required to be filed by
              Borrower will have been filed with the appropriate
              governmental agencies, and all charges and other
              impositions shown thereon to be due and payable by
              Borrower will have been paid prior to the date on
              which any fine, penalty, interest or late charge
              may be added thereto for nonpayment thereof, or any
              such fine, penalty, interest late charge or loss
              has been paid;

         (n)  To the  best  of  Borrower's  knowledge,  the  Contracts  and  the
              business  operations  conducted by Borrower are in full compliance
              with all  federal,  state and local  statutes,  laws,  ordinances,
              codes,  rules,  regulations,   orders  or  decrees  regulating  or
              relating   to   such   Collateral   and/or   business   operations
              ("Applicable Laws");

         (o)  No action or  proceeding of any kind is pending or, to the best of
              Borrower's  knowledge,  threatened,  nor have any settlements been
              reached,  by or with  any  persons  alleging  a  violation  of any
              Applicable Laws;

          (p)  Borrower has received no notice of, and has no knowledge  of, any
               occurrence or circumstance that with or without notice or passage
               of time or both would give rise to a claim that  Borrower  or its
               business operations violate or have violated any Applicable Laws.

     6.  Covenants.

     In  addition  to any  covenants  found  elsewhere  in the  Loan  Documents,
Borrower covenants with Lender as follows:

         (a)  Borrower shall comply with all laws, ordinances,
              order, rules and regulations of all federal, state,
              county and municipal governments and appropriate
              departments, commissions, boards and officers
              thereof which now are or at any time in the future
              may be applicable to Borrower or Borrower's
              business operations, or any part thereof or the
              transactions contemplated hereby (including all
              Applicable Laws).

         (b)  Borrower shall keep proper books of record and
              account in accordance with sound accounting
              practice, which shall reflect and disclose in
              reasonable detail all items of income and expense
              from the Collateral and the operation of Borrower's
              business.  Lender shall have the right to examine
              and audit the books of account and the records of
              Borrower and the statements furnished by Borrower
              pursuant hereto (which books, records and
              statements, and the data used as a basis for their
              preparation, shall be kept and preserved for at
              least five years) and to discuss the affairs,
              finances and accounts of Borrower and to be
              informed as to the same by Borrower's managing
              partner or chief executive officer, all at such
              reasonable times and intervals as Lender may
              desire, and Borrower shall furnish to Lender
              convenient facilities for the examination, audit
              and copying of such books, records, statements and
              data.  Within ten (10) days after request therefor,
              Borrower shall furnish to Lender such interim
              balance sheets and profit and loss statements and
              income and expense reports, and such other
              financial information, with respect to Borrower or
              any other person liable for payment of any part of
              the Loan, as may be reasonably requested by Lender.
              Borrower shall deliver to Lender such other
              information with respect to the Collateral and
              Borrower's operations as Lender may request from
              time to time.

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<PAGE>

          (c)  Borrower  hereby  agrees to  defend,  indemnify  and save  Lender
               harmless from and against all loss, damage, liability and expense
               (including)  reasonable  attorneys'  fees and  expenses,  whether
               within or outside the judicial  process)  that Lender may sustain
               on account of any action taken pursuant to any Applicable Laws or
               under common law,  pertaining to or in any manner  arising out of
               or related to the Loan, the  Collateral,  or Borrower's  business
               operations.  The foregoing  indemnity shall survive the repayment
               in full of the Loan.

         (d)  Borrower shall, within ten (10) days after receipt, provide Lender
              with copies of all notices received by Borrower in connection with
              any Applicable Laws.
               For purposes of this paragraph,  the term "notice" shall mean any
              summons,  citation,  directive,  order, claim,  pleading,  letter,
              application,  filing,  report,  findings,  declarations  or  other
              materials pertinent to compliance with any Applicable Laws.

         (e)  Borrower  shall do or cause to be done  all  things  necessary  to
              preserve and keep in full force and effect its existence and shall
              not permit the dissolution or termination of Borrower.

         (f)  Borrower shall nor cancel any claim or debt owing to it except for
              reasonable consideration and in the ordinary course of business.

     7.  Events of Default.

         The following  shall  constitute a Default or Event of Default,  as the
case may be, hereunder:

         (a)  The  occurrence  of a  Default  or Event of  Default  (as  defined
              therein) under the Note or any other Loan Document.

         (b)  The failure by Borrower to punctually perform or
              observe any covenant or agreement contained in this
              Agreement or any other Loan Document, which failure
              is not cured within five (5) days after written
              notice from Lender of such failure, other than the
              obligation to repay the Loan (or portion thereof)
              in full pursuant to the last paragraph of Section
              2 hereof, which failure shall not be curable.

         (c)  At any time any representation or warranty made by Borrower herein
              or in any other Loan  Document  delivered by Borrower to Lender in
              connection  with the Loan is or becomes  materially  misleading in
              any material respect

          (d)  Borrower shall voluntarily or involuntarily,  by operation of law
               or otherwise, sell, transfer or dispose of all or any part of the
               Collateral or any interest therein,  without the prior consent of
               Lender, which consent may be granted or withheld in Lender's sole
               and  absolute  discretion.  A  transfer  or  disposition  of  the
               Collateral or any part thereof or interest therein shall include,
               without limitation, the granting of any option to purchase, right
               of first  refusal  or offer or  similar  right,  or any direct or
               indirect sale,  assignment,  pledge,  hypothecation,  conveyance,
               transfer or other alienation of all or any part of the Collateral
               or any interest  therein.  The following  shall also constitute a
               transfer of the  Collateral,  whether made directly or indirectly
               through one (1) or more  intermediaries,  and  whether  made in a
               single transaction or in a series of transactions:

              (i) if  Borrower  or a  controlling  shareholder  of Borrower is a
                  corporation,  a  transfer  or other  disposition  (whether  by
                  operation of law or otherwise) of more than forty-nine percent
                  (49%) of the  outstanding  voting  stock of  Borrower  or such
                  shareholder  or of the direct or remote  parent of Borrower or
                  such shareholder;

              (ii)if a controlling  shareholder of Borrower is a partnership,  a
                  transfer or other disposition  (whether by operation of law or
                  otherwise)  of any  interest  of a  general  partner  of  such
                  partnership, except as excepted or permitted herein; or

             (iii)if a controlling  shareholder  of Borrower is a trust or other
                  entity, a transfer or other disposition  (whether by operation
                  of law or  otherwise))  of  more  than  49% of the  beneficial
                  interest in such trust.


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<PAGE>

          (e)  Borrower  (i) applies for or consents to the  appointment  of, or
               the taking of possession  by, a receiver,  custodian,  trustee or
               liquidator  of  Borrower or of all or a  substantial  part of its
               property,  (ii) admits in writing its inability,  or is generally
               unable,  to pay its debts as such debts become due, (iii) makes a
               general  assignment  for  the  benefit  of  its  creditors,  (iv)
               commences a voluntary case under the federal  Bankruptcy Code (as
               now or hereafter in effect), (v) files a petition seeking to take
               advantage  of any other law  relating to  bankruptcy  insolvency,
               reorganization, winding up or composition or adjustment of debts,
               (vi) fails to controvert in a timely and appropriate  manner,  or
               acquiesces  in writing to, any  petition  filed  against it in an
               involuntary  case under such  Bankruptcy  Code or (vii) takes any
               action for the purpose of effecting any of the foregoing.

         (f)  A proceeding or case is commenced without the
              application or consent of Borrower in any court of
              competent jurisdiction seeking (i) the liquidation,
              reorganization, dissolution, winding up or
              composition or readjustment of debts of Borrower,
              (ii) the appointment of & trustee, receiver,
              custodian, liquidator or the like of Borrower or of
              all or any substantial part of its assets or (in)
              similar relief in respect of Borrower under any law
              relating to bankruptcy, insolvency, reorganization,
              winding up or composition or adjustment of debts.

         (g)  A final  judgment or judgments  for the payment of money in excess
              of $50,000 in the  aggregate is rendered  against  Borrower and is
              not discharged or execution thereof stayed within thirty (30) days
              from the date of entry thereof.

     8.  Remedies.

         If any Event of  Default  shall  have  occurred,  Lender  may,  without
notice, take any or all of the following actions:

         (a)  declare all or any portion of the Loan and any
              other indebtedness evidenced and secured by the
              Loan Documents to be forthwith due and payable,
              whereupon such indebtedness shall become due and
              payable without presentment, demand, protest or
              further notice of any kind, all of which are
              expressly waived by Borrower provided, however,
              that, upon the occurrence of an Event of Default
              specified in Section 7(e) or (f), all of such
              indebtedness shall become due and payable without
              declaration, notice or demand by Lender;

         (b)  enforce any or all of Lender's rights and remedies
              under the Loan Documents or as may be otherwise
              available at law or in equity.

     9.  Application of Payment.

         Borrower  irrevocably waives the right to direct the application of any
and all  payments at any time or times  hereafter  received by Lender from or on
behalf of Borrower and irrevocably  agrees that Lender shall have the continuing
exclusive  right to apply  any and all such  payments  against  the then due and
payable indebtedness and in repayment of the Loan as Lender may deem
advisable.

     10. Miscellaneous.

         The following  conditions  shall be applicable  throughout  the term of
this Agreement:

         (a)  Borrower may not assign this Agreement or the
              proceeds of the Loan.

         (b)  Any condition of this Agreement that requires the
              submission of evidence of the existence or
              nonexistence of a specified fact or facts implies
              as a condition the existence or nonexistence, as
              the case may be, of such fact or facts and the
              Lender shall, at all times, be free independently
              to establish to its satisfaction and in its
              reasonable discretion such existence or
              nonexistence.

         (c)  All  notices,  demands,  waivers,  consents,  approvals  and other
              communications  hereunder  shall be in writing and shall be deemed
              to have been  sufficiently  given or served for all purposes  when
              sent in the manner provided for in the Note.
   
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<PAGE>
 
         (d)  This Agreement  shall be construed and enforced in accordance with
              the laws of the State of Nevada  applicable  to contracts  entered
              into and performed therein.

          (e)  Lender and Borrower acknowledge and agree that the
              only appropriate forums for any legal dispute
              arising under or in connection with this Agreement,
              and each party hereby irrevocably submits itself to
              the personal jurisdiction of, the United States
              District Court for the District of Nevada and the
              Eighth Judicial District Court of the State of
              Nevada, and the parties consent and agree that such
              courts shall have sole jurisdiction over any matter
              arising under or in connection with this Agreement.

         (f)  Neither this  Agreement nor any  provision  hereof may be changed,
              waived,  discharged  or terminated  orally,  but only by a writing
              signed  by the  party  against  whom  enforcement  of the  change,
              waiver, discharge or termination is sought.

          (g)  Lender  shall have the right to assign the Loan  Documents or the
               collateral held by Lender hereunder without  Borrower's  consent,
               and   allprovisions  of  this  Agreement  shall  continue  to  be
               applicable  and  Borrower  shall  continue  to be bound under the
               Note, the Security  Agreement,  this Agreement and any other Loan
               Documents.  If the Loan is  assigned  as herein set forth and the
               assignee  assumes the obligations of Lender under this Agreement,
               the assignment and assumption  shall be deemed  compliance by the
               assignor  with this  Agreement  and to have  been  made  pursuant
               hereto, and any advances made after the assignment shall continue
               to be  included  in the  Note  and  secured  by the  lien  of the
               Security Agreement. The assignor, after delivery of the duplicate
               original of the  assignee's  assumption  of  Lender's  rights and
               obligations under this Agreement, shall be relieved of all of its
               obligations   under  this  Agreement.   Borrower  Shall  have  no
               obligation to make any payments to such assignee  until Lender or
               such assignee gives notice of such assignment to Borrower.

         (h)  Borrower shall pay to Lender the reasonable fees of
              Lender's counsel (at its regular hourly rates for
              time spent plus disbursements) and other
              consultants incurred by Lender in connection with
              making, monitoring, collecting and enforcing the
              Loan and the Loan Documents in accordance with the
              terms of this Agreement promptly upon receipt of
              bills therefor from time to time until the Loan and
              all such fees shall have been paid in full; and it
              will pay all costs and expenses required to satisfy
              the conditions of this Agreement, including,
              without limitation, all taxes and recording
              expenses, including stamp taxes, if any.

         (i)  This Agreement sets forth the entire agreement between the parties
              hereto  with  respect  to the  matter  covered  hereby.  All prior
              negotiations, understandings and discussions am merged herein.

         (j)  Lender shall have the right, in its sole and absolute  discretion,
              at any  time  and  from  time to time to  invite  participants  to
              participate in the Loan.  Borrower agrees to execute any documents
              reasonably  requested  by  Lender  in  connection  with  any  such
              participation.

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<PAGE>
 
         (k)  This Agreement may be executed in any number of counterparts,  all
              of  which  taken  together  shall  constitute  one  and  the  same
              document, and any of the parties or signatories hereto may execute
              this Agreement by signing any of such counterparts.
         (l)  The  Lender  shall at all  times and at any time have the right to
              waive any of the obligations of Borrower hereunder and such waiver
              shall not be deemed a modification of this Agreement.

         (m)  Unenforceability for any reason of any provision of this Agreement
              shall not limit or impair the  operation  or validity of any other
              provision of this Agreement or of any other of the Loan Documents.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed and delivered by their duly authorized  representatives  as of the date
and year first above written.

              BORROWER:    TEE ONE UP, INC.,
                             a Nevada corporation



                           By:  /s/  HERMINIO LLEVAT
                           -------------------------
                           Name:  Herminio Llevat
                           Title:  Chief Financial Officer


              LENDER:      Pacific D.N.S., Inc.,
                             a Nevada corporation



                           By: /s/  JOSEPH A. CORAZZI
                           --------------------------
                           Name: Joseph A. Corazzi
                           Title: President


                            13

<PAGE>



                                 PROMISSORY NOTE


Up to $300,000                            Las Vegas, Nevada
                                          September 4, 1996

     FOR VALUE RECEIVED,  TEE ONE UP, INC., a Nevada  corporation  ("Borrower"),
promises to pay to Pacific D.N.S.,  Inc., a Nevada  corporation  ("Lender"),  or
order, at 2895 Ashworth Circle, Las Vegas,  Nevada 89107, or at such other place
as may be designated  in writing by Lender,  without  setoff or  deduction,  the
principal  sum of Three  Hundred  Thousand  Dollars  ($300,000)  (or such lesser
amounts as may be advanced hereunder), with interest thereon at the rate, in the
amounts and in the manner set forth herein.

     The term of this Note shall  commence  on the date  hereof and shall end on
September 3, 1998 (the "Maturity Date"); provided,  however, that if at any time
prior to the Maturity  Date the  Borrower or any  majority-owned  subsidiary  or
affiliate  of Borrower  receives  the  proceeds  from any public or private debt
and/or  equity  financing  which  provides  not less  than One  Million  Dollars
($1,000,000)  in proceeds to the Borrower  (or such  subsidiary  or  affiliate),
Borrower will apply up to thirty percent (30%) of the first One Million  Dollars
($1,000,000)  of proceeds  therefrom in mandatory  prepayment  of all amounts of
principal and interest then outstanding  hereunder.  All payments due under this
Note shall be applied  first  against  accrued  interest  and then  against  the
outstanding  principal amount due hereunder.  Borrower shall pay all amounts due
under  this Note  directly  to Lender in lawful  money of the  United  States of
America.

     Interest Rate. This Note shall bear interest from and after the date hereof
at the rate of seventeen  percent (17%) per annum (the "Interest Rate") from and
after the date  hereof,  computed on the basis of a 360-day  year of twelve (12)
30-day months.

     Monthly  Payments;  Final  Payment.  Subject  to  mandatory  prepayment  as
provided herein, the interest and principal due under this Note shall be paid in
twenty-four (24) equal monthly installments (each, a "Monthly Payment"), due and
payable in arrears  commencing  on October 1, 1996,  with the final such payment
(the "Final  Payment") due on the Maturity Date, each such  installment to be in
an amount sufficient to fully-amortize the loan evidenced hereby over the stated
term hereof.

     Late Charge;  Late Rate.  Borrower shall make all Monthly  Payments by wire
transfer or other payment of immediately available funds received as directed by
Lender not later than the date such payment is due and  payable.  If any Monthly
Payment  due under  this  Note is not paid  within  five (5) days of such  date,
Borrower  shall pay a late charge  ("Late  Charge")  in an amount  equal to five
percent (5%) of such delinquent  Monthly Payment.  Any such payment upon which a
Late  Charge is due shall not be deemed to have been paid until  Borrower  shall
have also paid the Late Charge.  Borrower agrees that the Late Charge is paid to
compensate  Lender for the additional  cost and expense  incurred by Lender as a
result of the late payment, and is not a penalty.  Such Late Charge represents a
reasonable sum considering all of the circumstances existing on the date of this
Note and  represents  a fair and  reasonable  estimate of the costs that will be
sustained by Lender due to the failure of Borrower to make timely payments.  The
parties  further  agree  that the  proof of  actual  damages  would be costly or
inconvenient.  Such Late Charge shall be paid without prejudice to the rights of
Lender to collect any other amounts  provided to be paid or to declare a default
under  this Note or from  exercising  any of the other  rights and  remedies  of
Lender.

     If the Final Payment is not paid when due,  including upon any acceleration
of this  Note due to a  Default  or Event of  Default  (as  defined  in the Loan
Agreement)  by Borrower,  then the  outstanding  principal  balance of this Note
shall bear  interest,  from such due date until the date of such  payment,  at a
rate equal to twenty-five percent (25%) per annum (the "Late Rate"). In addition
to the Late Charge,  any Monthly Payment not paid within thirty (30) days of the
date due shall also bear interest at the Late Rate,  computed from the date such
payment was due.

     Prepayment.  Borrower  shall have the right to prepay all or any portion of
the  outstanding  principal  balance  of this  Note at any time and from time to
time, without premium or penalty of any kind.

                                       1

<PAGE>

     Loan Agreement; Security. This Note is made pursuant to a Loan Agreement of
even date herewith  between  Borrower and Lender (the "Loan  Agreement")  and is
entitled to the benefits and security contemplated by that certain Assignment of
Contacts and Security Agreement (the "Security Agreement") of even date herewith
and made by Borrower  in favor of Lender  pursuant  to the Loan  Agreement,  and
certain other rights and security as described in the Loan Agreement.  This Note
evidences,  and the Security  Agreement  secures payment of, the indebtedness of
Borrower  incurred for moneys  borrowed  from Lender as well as all other loans,
advances or cost made or incurred by Lender at any time or times hereafter under
the Loan Agreement, and the amount of any such other loan, advance or cost shall
be added to the principal  indebtedness hereunder and shall bear interest at the
Interest  Rate,  provided  that if a Default or Event of  Default  exists and is
continuing, such interest shall be at the Late Rate (whichever rate is in effect
at the time in  question is  referred  to herein as the "Note  Rate").  The Loan
Agreement contains provisions for acceleration of the maturity of this Note upon
the occurrence of certain events described therein.

     Default.  If  Borrower  fails to pay any  amount due under this Note in the
manner and at the time specified  herein and Lender shall not have received such
payment within five (5) days after written notice from Lender of such failure is
received by Borrower,  or there is a Default or Event of Default  under the Loan
Agreement  and/or the Security  Agreement,  then, in any such event,  the entire
outstanding principal balance of this Note, additional loans or advances secured
by the Security Agreement and all other sums owed by Borrower to Lender pursuant
to the terms of this Note,  the Loan  Agreement  and/or the Security  Agreement,
together with unpaid  interest  accrued  thereon,  shall at the option of Lender
become  immediately due and payable without further notice or demand, and Lender
may forthwith  exercise the remedies available to Lender at law and in equity as
well as those remedies provided for herein and in the Security  Agreement and/or
in the Loan Agreement.

     Miscellaneous.  Except for any notices which are expressly  required by the
terms  of this  Note,  Borrower  and any  endorser  of this  Note  hereby  waive
diligence,  demand,  presentment  for payment,  notice of  nonpayment,  protest,
notice of dishonor and notice of protest and  specifically  consent to and waive
notice of any renewals,  modifications  or  extensions of this Note,  whether in
favor of Borrower or any other  person or persons,  and hereby waive any defense
by reason of  extension  of time for  payment  or other  indulgence  granted  by
Leader.

     No delay or failure of Lender in exercising any right,  remedy or privilege
under this Note or under the Loan Agreement  shall affect such right,  remedy or
privilege,  nor shall any single or partial  exercise thereof or any abandonment
or discontinuance of steps to enforce such a right, remedy or privilege preclude
any  further  exercise  thereof or the  exercise of any other  right,  remedy or
privilege.   The  rights,  remedies  and  privileges  of  Lender  hereunder  are
cumulative and not exclusive of any rights,  remedies or privileges which Lender
would  otherwise  have. Any waiver,  permit,  consent or approval of any kind or
character on the part of Lender of any breach or default  under this Note, or of
any  provision  or  condition  of this  Note,  must be in  writing  and shall be
effective only to the extent  specifically set forth in such writing.  No notice
to or demand on Borrower  shall entitle  Borrower to any other or further notice
or demand in other similar circumstances. A waiver on any one occasion shall not
be construed  as a waiver or bar to any right,  remedy or privilege on any other
occasion.

     All notices,  demands,  requests  consents,  approvals or other instruments
required or permitted to be given pursuant  hereto shall be in writing and shall
be deemed to have been given upon (i) actual receipt,  if hand  delivered,  (ii)
confirmed transmission,  if delivered by facsimile transmission,  except if such
facsimile  is  transmitted  other  then  between  8:00 a.m.  and 5:00 p.m.  on a
business day in the location of the recipient, such facsimile transmission shall
be deemed to have been received the next  business day,  (iii) the next business
day, if delivered by express delivery  service or overnight  courier service and
such  delivery is  confirmed  by such  service.  or (iv) the third  business day
following  the day of deposit of such notice in  registered  or certified  mail,
postage  prepaid,  return  receipt  requested.  Notices shall be provided to the
addresses (or facsimile numbers, as applicable) specified below:

     If to Borrower:   TEE ONE UP, INC.
                       826 North Lake Street
                       Burbank, CA 91502
                       Attention: Michael B. Horrell, President
                       Telephone: (818) 955-8380
                       Facsimile: (818) 955-8450

     If to Lender:     Pacific D.N.S., Inc.
                       2805 Ashworth Circle
                       Las Vegas, NV 89107
                       Telephone: (702) 870-7134
                       Facsimile: (702) 258-0288

or to such other addresses as are designated by notice pursuant to
this paragraph.

                                       2

<PAGE>

     Borrower  shall pay all costs of collection on demand by Lender,  including
without limitation,  reasonable  attorneys' fees and disbursements,  which costs
may be added to the  indebtedness  hereunder,  together with interest thereon at
the Note Rate.

     This Note may not be amended or modified except by a written agreement duly
executed by Borrower and Lender,  and Lender shall have no  obligation to extend
or renew the Loan.

     This Note is to be construed  and  enforced in all  inspects in  accordance
with the laws of the State of Nevada  applicable to contracts made and performed
therein.  If any provision  hereof is held to be invalid or  unenforceable  by a
court of competent  jurisdiction,  the other provisions of his Note shall remain
in full force and effect and shall be liberally construed in favor of Lender.

     Borrower  acknowledges and agrees that the only appropriate  forums for any
legal  dispute  arising  under or in connection  with making,  enforcing  and/or
interpreting of this Note, and such party hereby  irrevocably  submits itself to
the personal  jurisdiction of, the United States District Court for the District
of Nevada and the Eighth  Judicial  District  Court of the State of Nevada,  and
such party  consents  and agrees that such courts  shall have sole  jurisdiction
over any matter arising under or in connection herewith.

     Notwithstanding  anything to the contrary contained herein, the obligations
of  Borrower  to Lender  under  this Note are  subject  to the  limitation  that
payments of interest to Lender  shall not be required to the extent that receipt
of any such payment by Lender would be contrary to provisions of applicable  law
limiting  the  maximum  rate of  interest  that may be charged or  collected  by
Lender.  The portion of any such payment received by Lender that is in excess of
the maximum  interest  permitted by such  provisions of law shall be credited to
the principal balance hereof.

     Borrower  represents  and  warrants to Lender that the proceeds of the Loan
evidenced  by this  Note  shall be used  solely  for  commercial  investment  or
business purposes, and not for family, household or personal purposes.

     Whenever used herein the words  "Borrower"  and "Lender" shall be deemed to
include,   to  the   extent   applicable,   the   respective   heirs,   personal
representatives,  successors  and assigns of Borrower  and of Lender  including,
with respect to Lender,  any  subsequent  holder of this Note.  If "Borrower" is
made up of more than one person  and/or  entity,  each such person and/or entity
shall be jointly and severally liable on this Note.

     This  obligation  shall bind  Borrower and, to the extent  applicable,  its
heirs, personal representatives, successors and assigns, and the benefits hereof
shall inure to Lender and its successors and assigns.

     This Note is and shall be a fully  recourse  obligation  of  Borrower,  and
Borrower  shall be and  remain  personally  liable  beyond its  interest  in any
security given by Borrower pursuant to the Loan Agreement.

     IN WITNESS WHEREOF, Borrower has executed and delivered this Note as of the
date first written above.

              BORROWER:    TEE ONE UP, INC.,
                             a Nevada corporation



                           By:    \s\Herminio Llevat
                           -------------------------
                           Name:  Herminio Llevat
                           Title: Chief Financial Officer

                             3

<PAGE>


                    SECURITY AGREEMENT

     THIS SECURITY  AGREEMENT (this "Agreement") is made as of September 4, 1996
between Tee One Up, Inc., a Nevada  corporation  ("Debtor"),  and Pacific D.N.S.
Inc., a Nevada corporation  ("Secured  Party").  with reference to the following
facts and circumstances:

     WHEREAS,  in connection with a loan (the "Loan") being made concurrently by
Secured Party to Debtor,  Debtor has executed and delivered to Secured Party its
promissory note dated  September 4, 1996 (the "Note") in the original  principal
amount of Three Hundred Thousand Dollars ($300,000);

     WHEREAS,  the loan is to be made pursuant to a Loan  Agreement  dated as of
September 4, 1996 (the "Loan Agreement"), between Debtor and Secured Party;

     WHEREAS,  Debtor intends to use the proceeds of the Loan in connection with
Debtor's hole-in-one  verification system and related activities business, which
business  includes,   without  limitation,   the  activities  described  in  the
"Contracts" as described in the Loan Agreement ("Debtor's Business"); and

     WHEREAS,  Debtor wishes to provide collateral for the obligations evidenced
by the Note by entering into this Agreement.

     NOW,  THEREFORE,  in  consideration of the foregoing and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, Debtor and Secured Party hereby agree as follows:

                         ARTICLE I

               GRANT AND SECURED OBLIGATIONS

     Section 1.01.  Grant.  Debtor hereby grants a security  interest to Secured
Party,  under and subject to the terms and conditions  hereinafter set forth, in
all estate, property,  right, title and interest of Debtor, whether now owned or
hereafter acquired,  in, to and under the following  described property,  all of
which may be referred to herein collectively as the "Collateral":

     (a) all equipment, machinery, appliances, fixtures, goods, merchandise, and
         other personal property, including without limitation computer hardware
         and software and all rights thereto,  now or hereafter owned or used by
         Debtor in Debtor's Business or any part thereof;

     (b) all contracts and agreements now or hereafter entered
         into by Debtor or any successor, assign or affiliate of
         Debtor;
            
     (c) all fees, income, receipts, payments, revenues or compensation, however
         denominated,  and all deposits and deposit  agreements,  escrow  funds,
         insurance  proceeds and other funds or receipts earned in, derived from
         or otherwise  relating to or arising from Debtor's Business or any part
         thereof;

     (d) all  contract  rights  and  benefits,  documents,  insurance  policies,
         agreements,  contracts and other  instruments  and general  intangibles
         relating to the  Debtor's  Business  or any part  thereof and all other
         contractual  arrangements creating a right in Debtor as a result of its
         ownership or  operation  of all or any part of the  Debtor's  Business,
         whether written or verbal;

     (e) all  permits,   plans  and  specifications,   governmental   approvals,
         certificates, licenses, authorizations, and other rights used or useful
         in Debtor's  Business or any part  thereof and any other  consents  and
         approvals  which Debtor may now or hereafter  own with respect to or in
         connection with the Debtor's Business or any part thereof;

     (f) all of  Debtor's  accounts  receivable,  rights to  payment,  accounts,
         notes, drafts, acceptances,  instruments,  documents of title, policies
         and  certificates  of  insurance,   insurance  claims  or  payments  in
         connection  with any loss or damage to the  above-described  collateral
         whether from insurance or otherwise,  general  intangibles  and chattel
         paper, which shall include,  without limitation,  such thereof as arise
         out of the operation of Debtor's Business;

     (g) All rights, remedies, powers and privileges of Debtor
         with respect to any of the foregoing or following; and

     (h) All proceeds, products, revenues, profits and rents of and from any and
         all of the foregoing property,  in any form whether cash or non-cash in
         nature and  whether  represented  by checks,  drafts,  notes,  or other
         instruments for the payment of money, invoices, accounts, chattel paper
         and other forms of  obligations  and  receivables,  or  otherwise,  and
         including without limitation any of same which are received,  due or to
         become due with respect to any sale,  exchange or other  disposition of
         any or all of the foregoing property.

                             1

<PAGE>

     Section 1.02.  Secured Obligations.  This Agreement shall
secure the following indebtedness and obligations:


     (a) Payment of the indebtedness evidenced by the Note,
         including any and all replacements, renewals, amendments,
         extensions, substitutions and modifications thereof;

     (b) Payment  of  all  other  indebtedness  and  performance  of  all  other
         obligations and covenants of Debtor  contained in any Loan Document (as
         defined  in the Loan  Agreement)  or  otherwise  owing  from  Debtor to
         Secured Party at any time.

     The indebtedness and the obligations secured by this Agreement as described
above may be referred to herein as the "Secured Obligations." This Agreement and
the security  interest in the Collateral as provided herein shall continue until
delivery to Debtor of a termination statement.

                        ARTICLE II

    DEBTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS

     Section 2.01.  Representations and Warranties.  Debtor
represents and warrants as follows:

     (a) Debtor is and as to Collateral  acquired  after the date hereof will be
         the owner of the  Collateral  free  from any  adverse  liens,  security
         interest  or  encumbrance.  Debtor is in  exclusive  possession  of the
         Collateral.  Debtor shall defend the Collateral  against all claims and
         demands of all persons.

     (b) There  is no  financing  statement  now  on  file  covering  any of the
         Collateral or in which Debtor is named as or signs as a debtor. Without
         the prior written consent of secured Party, Debtor will not execute nor
         permit the filing of any such financing statement or statements.

     Section 2.02.  Covenants.   Debtor covenants and agrees as
follows:

     (a) Debtor  will  promptly  notify  Secured  Party of any  other  change of
         location of the Collateral or any change of its place of business.  All
         books and records of Debtor  pertaining to Debtor's business shall also
         be kept at such location.

     (b)  Debtor  will not sell or dispose  of the  Collateral  or any  interest
          therein, except in the ordinary course of Debtor's business operations
          and in a  manner  consistent  with  the  covenants  and  terms of this
          Agreement  and the other Loan  Documents.  Upon  written  notice  from
          Secured Party,  Debtor shall not sell any of the Collateral  except on
          and under  such  terms  and  under  such  terms  andconditions  as may
          thereafter be authorized in writing by Secured Party.

     (c) Debtor will not misuse or conceal Collateral nor use it contrary to the
         provisions  of any  insurance  coverage  and  will at its  own  expense
         properly keep and maintain the Collateral and promptly pay when due all
         costs and expenses incurred or accruing in connection with the custody,
         care and possession thereof.

     (d) Debtor will keep the Collateral in good condition and repair, free from
         any liens,  security  interests  or  encumbrances  (other than those in
         favor of  Secured  Party),  and Debtor  will not waste or  destroy  the
         Collateral  or any part  thereof  and will  not use the  Collateral  in
         violation of any law, statute or ordinance.

     (e) To the extent  appropriate,  Debtor shall keep the  Collateral  insured
         with an insurance company or companies  acceptable to Secured Party, at
         all times against casualty, loss or damage with "all risk" coverage and
         against  such other risks as Secured  Party may  require.  Debtor shall
         also maintain liability,  casualty and other appropriate insurance with
         respect to Debtor's  Business and the assets and property  used therein
         in  customary  and  prudent  amounts  for such a business or as Secured
         Party may otherwise from time to time require.

     (f) Debtor agrees to pay all expenses,  including attorneys' fees, incurred
         by Secured  Party in the  preservation,  realization,  enforcement  and
         exercise of the  rights,  powers and  remedies of Secured  Party or the
         obligations  of Debtor  hereunder,  including  without  limitation  any
         expenses of Secured  Party  pursuant  to Section  3.01  hereof;  and to
         indemnify  Secured  Party  against  all  losses,  claims,  demands  and
         liabilities  of every kind caused by the Collateral or the operation of
         Debtor's Business.

                                        2
<PAGE>


     (g) Debtor agrees to conduct its business efficiently and without voluntary
         interruption;  to preserve its rights,  privileges and franchises  held
         and used in its  business;  to keep  its  business  properties  in good
         repair;  to give  Secured  Party  notice  of any  litigation  which may
         adversely affect its business;  and to promptly pay when due all taxes,
         liens,  fees, charges and assessments upon the Collateral and its other
         properties.

 
                        ARTICLE III

            INSPECTION/PROTECTION OF COLLATERAL

     Section 3.01. Right to Inspect and Protect Collateral. Secured Party or its
agents may at anytime enter on any lands or premises where any of the Collateral
is located to inspect the same.  Secured Party at its option may take possession
of the Collateral or any part thereof in order to care for, maintain, protect or
market  the  same or any part  thereof  or to carry  out or  enforce  any of the
provisions  of this  Agreement if Debtor has failed to do so or if Secured Party
deems that  Debtor has failed to do so  properly or at the proper time or in the
proper  manner.  Secured Party make take such means and  proceedings  and do all
acts and things and advance or pay such amounts as Secured Party deems necessary
or advisable to insure,  protect,  care for,  maintain,  transport or market the
Collateral or any part thereof.

     Section 3.02. Inspection of Records. Secured Party may at any time inspect,
during reasonable  business hours, any of the business  locations or premises of
Debtor and the books and records of Debtor relating to the  Collateral,  as well
as those relating to its general business and financial condition. Debtor agrees
to keep  accurate  and  complete  books and records.  Debtor  further  agrees to
furnish  from time to time  such  reports,  data and  financial  statements,  in
respect to  Debtor's  business  and  financial  condition  as Secured  Party may
reasonably  require.  Debtor  agrees to furnish upon Secured  Party's  request a
complete  list of all  Accounts  of Debtor  showing  the name and address of the
person  indebted to Debtor and the amount of the  indebtedness  so that  Secured
Party can ascertain the Accounts of Debtor subject to this Agreement.

     Section  3.03.  Protection  of  Collateral.  Should  Debtor  fail to do so,
Secured  Party may, but shall not be obligated  to:  obtain  insurance  required
hereunder; pay taxes, assessments,  liens, fees, charges or encumbrances;  order
and pay for repairs; or otherwise spend any amounts or do any acts Secured Party
deems necessary to maintain the Collateral in Debtor's exclusive  possession and
in good condition.  All amounts expended by Secured Party, with interest thereon
at the rate provided by the Note,  shall constitute an indebtedness of Debtor to
Secured  Party  secured  by the  Collateral  and  shall be  immediately  due and
payable.  No such act or  expenditure by Secured Party shall relieve Debtor from
the  consequences  of such  default.  The  making  of any  such  payment  or the
performance  of any such act or  obligation  by Secured  Party shall  constitute
prima facie evidence of the necessity therefore and the reasonableness thereof.

     Section  3.04.  Risk of Loss  and Care of  Collateral.  The risk of loss or
damage to the  Collateral  at all times is  assumed by Debtor who agrees to hold
Secured Party harmless from any loss resulting therefrom.

                        ARTICLE IV

          EVENTS OF DEFAULT; RIGHTS AND REMEDIES

     Section 4.01.  Events of Default.  Anyone or more of the
following events shall be deemed an Event of Default hereunder:

     (a) failure by Debtor to  punctually  perform or observe  any  covenant  or
         agreement  contained  in this  Agreement,  which  failure  is not cured
         within five (5) days after  written  notice from Secured  Party of such
         failure;

     (b) the occurrence of any default or Event of Default (as
         defined therein) under any of the other Loan Documents;
         or

     (c) if a  significant  portion  (determined  in the sole  discretion of the
         Secured Party) of the Collateral is lost, stolen or suffers substantial
         damage or destruction.

     Section  4.02.  Rights and  Remedies.  Secured Party shall have the rights,
options,  duties and  remedies  of a secured  party,  and Debtor  shall have the
rights and duties of a debtor  under the  applicable  provisions  of the uniform
Commercial Code. Upon the occurrence of an Event of Default,  Secured Party may,
at Secured  Party's sole option  exercised in Secured  Party's sole  discretion,
pursuant to any one or more of the following remedies:

                             3
<PAGE>


     (a) Declare  all or any portion of the  Secured  Obligations  to be due and
         payable,  and the same shall  thereupon  become due and payable without
         any  presentment,  demand,  protest  or  notice  of any kind  except as
         otherwise provided herein, and Debtor hereby waives notice of intent to
         accelerate or demand payment of the Secured Obligations;


    (b) Take  immediate  possession  of all or any  portion  of the  Collateral
         without notice or resort to legal process and for such purpose to enter
         upon any  premises on which the  Collateral  or any part thereof may be
         situated  and remove  the same  therefrom  or at its option  render the
         Collateral immovable.  Whether or not any non-judicial  proceedings are
         brought or commenced by Secured Party,  Secured Party shall be entitled
         to the  appointment  of a Receiver  to take  charge of the  Collateral,
         collect the rents, issues and profits therefrom care for and repair the
         same, improve the same when necessary or desirable, sell, lease or rent
         the Collateral or portions thereof  (including  leases extending beyond
         the term of receivership), market

         Collateral and otherwise use,  utilize and realize upon the Collateral,
         and to have such other  rights and duties as may be fixed by the Court.
         If Secured  Party  elects not to obtain a receiver  and/or  pending the
         appointment  of a  receiver,  Secured  Party may  exercise  such rights
         itself.  Debtor  specifically  agrees that a Receiver  may be appointed
         without  any notice to Debtor  whatsoever,  and the Court may appoint a
         Receiver  without  reference  to  the  adequacy  of the  security,  the
         solvency of the Debtor,  or such other  matters as might  otherwise  be
         taken  into  account  by Courts  in the  discretionary  appointment  of
         Receivers,  it being the  intention  of Debtor  thereby  authorize  the
         appointment  of a Receiver  whenever  Debtor is in default  and Secured
         Party has requested the appointment of a Receiver. Debtor hereby agrees
         and  consents  to the  appointment  of the  particular  person  or firm
         designated  by Secured  Party and hereby waives any right to suggest or
         nominate  any  person  or  firm  as  Receiver  in  opposition  to  that
         designated by Secured Party;

     (c) Require  Debtor to assemble  the  Collateral  and make it  available to
         Secured Party at a place, to then be designated by Secured Party, which
         is reasonably convenient to both parties;

     (d) Retain the  Collateral or any portion  thereof in  satisfaction  of the
         Secured Obligations or any portion thereof by sending written notice of
         such  election  to Debtor;  but unless such  written  notice is sent by
         Secured Party as aforesaid,  retention of such Collateral  shall not be
         in satisfaction of any obligations hereunder;

     (e) At any  sale or  disposition  of the  Collateral,  accept  a  trade  of
         property for all or a portion of the sale price  and/or  credit bid all
         or any  portion of the Secured  Obligations  upon the sale price of the
         Collateral;

     (f) Apply the proceeds  realized from the  disposition of the Collateral to
         payment of collection  costs and expenses  (including  attorneys' fees)
         incurred by Secured Party;

     (g) Collect from Debtor,  and Debtor shall  forthwith  pay, any  deficiency
         balance to the Secured Party if the proceeds  realized from disposition
         of the  Collateral  shall fail to  satisfy  all of the  obligations  of
         Debtor to Secured Party; and/or

     (h) Exercise  any other  rights or remedies  which may not or  hereafter be
         available  to  Secured  Party  under  this  Agreement,  the other  Loan
         Documents, and/or pursuant to applicable law or in equity.

     Any written notice  required to be given Debtor,  if given by any means set
forth in Section 5.03 below,  shall be deemed reasonable  notification to Debtor
for all purposes.

     Section 4.03.  Remedies Not Exclusive;  Delay.  No remedy herein  conferred
upon or reserved  to Secured  Party is  intended  to be  exclusive  of any other
remedy herein or by law provided or permitted,  but each shall be cumulative and
shall be in addition to every other  remedy  given  hereunder or ow or hereafter
existing at law or in equity or by statute.  Every power or remedy  given by any
of the  Loan  Documents  to  Secured  Party,  or to  which  it may be  otherwise
entitled, may be exercised concurrently or independently,  from time to time and
as often as may be deemed  expedient  by Secured  Party,  and Secured  Party may
pursue inconsistent  remedies.  No delay by Secured Party in the exercise of any
right or remedy under the Loan  Documents  shall operate as a waiver  thereof or
preclude the exercise thereof during the continuance of any default hereunder.


                                        4

<PAGE>

     Section  4.04.  Automatic  Relief  From  Stay.  In the  event  that  Debtor
commences  a case under the Code or is the subject of an  involuntary  case that
results in an order for relief under the Code subject to court approval, Secured
party shall thereupon be entitled and Debtor irrevocably consents to relief from
any stay  imposed by  Section  362 of the Code or against  the  exercise  of the
rights and remedies  otherwise  available  to Secured  Party as provided in this
Assignment  and Debtor  hereby  irrevocably  waives its rights to object to such
relief.  In t he event  Debtor  shall  commence  a case under the Code or is the
subject of an  involuntary  case that  results in an order for relief  under the
Code, Debtor hereby agrees that no injunctive relief against Secured Party shall
be sought under  Section 105 or other  provisions of the Code by Debtor or other
person or entity,  nor shall any  expansion  be sought of the stay  provided  by
Section 362 of the Code.


                         ARTICLE V

                       MISCELLANEOUS

     Section 5.01. Further Assurances. Debtor agrees to execute and deliver such
financing  statements,  amendments and supplements thereto, or other instruments
as  Secured  Party may from  time to time  require  in order to comply  with the
Uniform  Commercial  Code and to  preserve,  protect and  enforce  the  security
interest  of Secured  Party  herein  granted.  Debtor  agrees to pay all cost of
preparing and placing such  statements or instruments  of recorded,  and further
agrees that any true and correct carbon, photographic or other reproductive copy
of this  Agreement or the financing  statement  relating  hereto may be filed or
recorded as a financing statement.

     Section  5.02.  Successors  and  Assigns;  Assignment  of  Secured  Party's
Interest.  This Agreement  applies to and binds Debtor and inures to the benefit
of Secured  Party,  it heirs,  legatees,  devisees,  administrators,  executors,
successors and assigns.  The covenants and agreements of Debtor contained herein
shall apply to and be binding upon any successor  owner of the Collateral or any
part  thereof  (other  than a bona fide buyer for value in the normal  course of
Debtor's  business).  the term  "Secured  Party" shall also mean and include any
successor  or  successors  and any assign or assigns  of Secured  Party.  Debtor
hereby  specifically  grants  unto  Secured  Party the right and  privilege,  at
Secured Party's  option,  to transfer and assign to any one or more third person
all or  any  part  of  Secured  Party's  rights  with  respect  to  the  Secured
Obligations and/or this Agreement.

     Section 5.03. Notices. All notices, demands, requests,  consents, approvals
or other instruments  required or permitted to be given pursuant hereto shall be
in writing  and shall be deemed to have been given upon (i) actual  receipt,  if
hand   delivered,   (ii)  confirmed   transmission  if  delivered  by  facsimile
transmission,  except if such facsimile is  transmitted  other than between 8:00
a.m.  and 5:00 p.m. on a business  day in the  location of the  recipient,  such
facsimile  transmission  shall be deemed to have been received the next business
day,  (iii) the next business day, if delivered by express  delivery  service or
overnight  courier  service and such delivery is confirmed by such  service,  or
(iv) the third  business  day  following  the day of deposit  of such  notice in
registered or certified mail, postage prepaid, return receipt requested. Notices
shall be  provided  to the  addresses  (or  facsimile  numbers,  as  applicable)
specified below:

     If to Debtor:     TEE ONE UP, INC.
                       826 North Lake Street
                       Burbank, California 91502
                       Attention: Michael B. Horrell,
                                   President
                       Telephone: (818) 955-8380
                       Telecopy:  (818) 955-8450

     If to Secured
       Party:          Pacific DNS, Inc.
                       2805 Ashworth Circle
                       Las Vegas, Nevada 89109
                       Telephone: (702) 870-7134
                       Telecopy:  (702) 258-0288

or to such other addresses as are designated by notice pursuant to
this paragraph.

 
                                     5
<PAGE>

    Section 5.04.  General Provisions.

     (a) Time of the Essence.  Time is of the essence of this
         Agreement, and each and all of its terms and conditions.

     (b) No  Waiver.  No  delay or  omission  on the  part of  Secured  Party in
         exercising  any power,  right or remedy  hereunder  shall  operate as a
         waiver  of any such  power or right nor  shall  any  single or  partial
         exercise  of any other  power,  right or remedy of Secured  Party under
         this  Agreement,  or which may be provided by law, it being  understood
         that any  extension or  indulgence at any time allowed by Secured Party
         to Debtor shall be in reliance upon the  understanding  that such shall
         not affect or  prejudice  the  rights,  powers and  remedies of Secured
         Party.

     (c) Governing Law. This Agreement shall be construed and
         enforced in accordance with the laws of the State of
         Nevada applicable to contracts entered into and performed
         therein.

     (d) Jurisdiction and Venue.  Debtor and Secured Party acknowledge and agree
         that the only appropriate forums for any legal dispute arising under or
         in connection  with this Agreement,  and each party hereby  irrevocably
         submits  itself to the  personal  jurisdiction  of, the  United  States
         District  Court for the  District  of Nevada  and the  Eighth  Judicial
         District  Court of the State of Nevada,  and the  parties  consent  and
         agree that such  courts  shall have sole  jurisdiction  over any matter
         arising under or in connection with this Agreement.

      (e)Costs.  Debtor agrees to pay all costs and expenses incurred by Secured
         Party in the enforcement of this  Agreement,  including but not limited
         to reasonable attorneys' fees and costs.

     (f)  Construction. The terms and provisions of this Agreement represent the
          results  of  negotiations  between  the  parties,  each of  which  are
          financially   sophisticated   parties  and  each  of  which  has  been
          represented  by  counsel of its own  choosing,  and none of which have
          acted  under any duress or  compulsion,  whether  legal,  economic  or
          otherwise.  consequently,  the terms and  provisions of this Agreement
          shall be interpreted  and construed in accordance with their usual and
          customary  meanings,  and each party hereto waives the  application of
          any rule of law which would otherwise be applicable in connection with
          the  interpretation  and construction of this Agreement that ambiguous
          or conflicting  terms or provisions  contained in this Agreement shall
          be interpreted or construed  against the party whose attorney prepared
          the executed Agreement or any earlier draft of the same.

     (g) Headings.  Any headings  preceding  the text of the several  paragraphs
         hereof are inserted  solely for convenience of reference and shall n to
         constitute a part of this Agreement, nor shall they affect its meaning,
         construction or effect.

     (h) Counterparts.   This   Agreement   may  be  signed  in  any  number  of
         counterparts,  each of  which  shall be an  original,  but all of which
         together shall constitute but one and the same instrument.

     (i) Amendment;  Waiver; Entire Agreement. No change or modification of this
         Agreement  shall be valid  unless the same is in writing  and signed by
         the  parties  hereto.  No  waiver  of  any of the  provisions  of  this
         Agreement  shall be valid  unless in  writing  and  signed by the party
         against whom it is sought to be enforced.  This Agreement  contains the
         entire  agreement  between the parties  relating to the subject  matter
         hereof,   and   there   are  no   promises,   agreements,   conditions,
         undertakings,  warranties or representations,  oral or written, express
         or implied,  between the parties  relating to the subject matter hereof
         other than as herein set forth.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed and delivered by their duly authorized  representatives  as of the date
and year first above written.

              DEBTOR:      TEE ONE UP, INC.,
                             a Nevada corporation

                           By:  \s\ Hermino Llevat
                           -----------------------
                           Name:_Herminio Llevat
                           Title: Chief Financial Officer


         SECURED PARTY:    Pacific D.N.S. Inc.,
                             a Nevada corporation

                           By:  \s\ Joesph Corazzi
                           -----------------------
                           Name: Joseph Corazzi
                           Title:Chairman

                            11

<PAGE>



                        SCHEDULE I

                LIST OF EXISTING CONTRACTS

Existing agreements between Tee One Up, Inc. and the following:

     1.  MARRIOTT INTERNATIONAL, INC. as agent for Marriott Hotel
         Properties Limited Partnership, d/b/a Marriott's Orlando
         World Center.

     2.  MARRIOTT INTERNATIONAL INC. as agent for Hotel Properties
         Limited  Partnership,  d/b/a  Tan-Tar-A  Resort,  State Road KK,  Osage
         Beach, Missouri 65065.

     3.  Marriott Golf d/b/a Chardonnay Golf Club, 2555 Jameson
         Canyon Road, P.O. Box 3779, Napa California 94558.

     4.  MARRIOTT  INTERNATIONAL,  INC., as agent for Marriott Hotel  Properties
         Limited  Partnership,  d/b/a  Griffin Gate Resort,  1800 Newtown  Pike,
         Lexington, Kentucky 40511.

     5.  Golf Club at Wind Watch, 1717 Vanderbilt Motor Parkway,
         Hauppauge, NY 11788.