EXHIBIT 10.9

Peoples Bank                     Master Note
Newton, NC 28658                SIMPLE INTEREST
                                PROMISSORY NOTE
Debtor(s):                                            Loan Number  101700200
SAGEBRUSH, INC.                                       Date   05/14/1997
SAGEBRUSH OF NORTH CAROLINA, LLC                      Loan Amount  $850,000.00
PO BOX 730
CLAREMONT, NC 28610

FOR MONEY BORROWED the undersigned (hereinafter "debtor" whether one or 
more), jointly and severally, promises to pay to PEOPLES BANK 
(hereinafter "Bank"), or order, at any office of Bank, the principal sum 
of Eight Hundred Fifty Thousand and 00/100 Dollars ($850,000.00), plus 
interest from and including May 14, 1997 at the rate of Prime Rate 
(8.250%) per year, on the unpaid balance until paid.
All interest calculations shall be based on a 360 day year.
Payment shall be made as follows: PAYABLE IN CONSECUTIVE MONTHLY PAYMENT 
OF $10,775.00 EACH, FIRST APPLIED TO ACCRUED INTEREST, BEGINNING JUNE 
25, 1997 AND EACH MONTH THEREAFTER WITH ALL UNPAID PRINCIPAL AND ACCRUED 
INTEREST DUE MAY 25, 2007.

In the event periodic accruals of interest shall exceed the periodic 
fixed payment amount, the fixed payment amount shall be immediately 
increased, or additional supplemental payments required on the same 
periodic basis as specified herein (increased fixed payments or 
supplemental payments to be determined in the Bank's sole discretion), 
in such amounts and at such times as shall be necessary to pay all 
accruals of interest for the period and all accruals of unpaid interest 
from previous periods. Such adjustments to the fixed payment amount or 
supplemental payments shall remain in effect for so long as the interest 
accruals shall exceed the original fixed payment amount and shall be 
further adjusted upward or downward to reflect changes in the variable 
interest rate. In no event shall the fixed payment amount be reduced 
below the original fixed payment amount specified above.

X  This Promissory Noted is secured by DEED OF TRUST AND SECURITY 
AGREEMENT dated 05/14/1997.

As security for the payment of all present, existing or future debts to 
Bank, Debtor hereby grants to Bank a security interest in all amounts on 
deposit with the Bank or owed to Debtor by the Bank. The time for making 
payments is of the essence. Unless otherwise agreed or required by law, 
each payment shall be applied in such order and manner as the Bank may 
elect to unpaid interest, fees, premiums, other charges and to 
principal. Prepayments may, at the Bank's discretion, be applied in 
reverse order of the dates periodic payments are due.

The amount of any final payment or the number of payments required to 
pay the indebtedness in full may differ from any payment schedule 
disclosed since the schedule contemplates that all amounts will be paid 
on exact due dates, and interest will accrue daily on the principal 
balance outstanding. If this obligation has a variable rate, the payment 
schedule may be affected by a change in the interest rate; however, 
notwithstanding any such change the rate will not exceed the highest 
rate permitted by law. When used as a variable rate, Peoples Bank's 
Prime Rate means the "Prime Rate" designated by the Bank as Peoples 
Bank's Prime Rate, and not necessarily the lowest rate charged by the 
Bank to others. Where this obligation contains a variable rate it is 
agreed that the rate will change on the date of any change in the 

Peoples Bank's Prime Rate, and the annual percentage rate during the 
term of the loan will not exceed n.a. % per annum, or the maximum rate 
allowed by law.

The following shall be grounds for declaration of default: (a) failure 
of any Debtor to pay any amount due to the Bank as agreed, (b) failure 
of any Debtor to comply with any other obligation to the Bank, (c) the 
death, or declaration of incompetency, of any individual Debtor (or the 
dissolution, merger or reorganization of any corporate Debtor), (d) loss 
or destruction of any collateral securing payment to the Bank, (e) the 
filing of any petition in bankruptcy or insolvency by or against any 
Debtor, (f) determination by the Bank that any information supplied to 
the Bank by the Debtor in connection with this credit is materially 
false or incomplete, (g) determination by the Bank that the prospect of 
payment of this obligation is impaired, or (h) if the Bank deems itself 
insecure. Upon determination by the Bank of the existence of any such 
ground for default, the Bank may, without notice, declare all amounts 
due hereunder, and under any other obligation to the Bank, immediately 
due and payable. Any failure of the Bank to declare a default, or to 
otherwise exercise any right or remedy available to it, shall not 
constitute a waiver by the Bank of any such right or remedy. All amounts 
due to the Bank after the Bank declares Debtor in default, shall bear 
interest at the maximum rate allowed by law, but if there is no such 
maximum, then at Prime Rate per annum until paid.

Upon default, Debtor agrees to pay the Bank such reasonable attorney 
fees as may be allowed by law, plus all other expenses reasonably 
incurred by the Bank (including attorney fees) in exercising its rights 
or remedies, enforcing its rights against others, or in storing, 
protecting, or repossessing any collateral.

Unless this Promissory Note is payable in a single payment, and not by 
installments of interest or principal and interest, Debtor agrees to pay 
a late fee of 4.00% of the amount of any payment past due for 15 days or 
more.

All parties to this Promissory Note, including each Debtor and any 
sureties, endorsers, or guarantors hereby waive protest, presentment, 
notice of dishonor and all other notices required by law. All parties 
agree to remain bound hereunder notwithstanding any release of other 
parties, the release or surrender of collateral, or any extension of 
time for payment.

IN TESTIMONY WHEREOF, as of the day and year first above written, each 
individual Debtor has hereunto set his hand and adopted as his seal the 
word "SEAL" appearing beside his name, and each corporate Debtor has, 
pursuant to proper corporate authority, caused this Promissory Note to 
be executed by its President.

                                        SAGEBRUSH OF NORTH CAROLINA, LLC
                                        By: /s/ L. Dent Miller
                                        Member

                                        SAGEBRUSH, INC.
/s/ Gary E. Abernethy                   By: /s/ L. Dent Miller
Attest     Asst. Secretary              President