EXHIBIT 10.17

                          PROMISSORY NOTE SECURED
                             BY DEED OF TRUST


$50,000.00                                             Las Vegas,
Nevada
                                                  October 20,
1997

     FOR VALUE RECEIVED, the undersigned ("Maker") promises to
pay to INTERNATIONAL
SPORTS WAGERING, INC., a Delaware corporation, or to order
(hereinafter "Holder"), at such
place or places as may from time to time be designated by Holder,
the principal sum of Fifty
Thousand Dollars ($50,000.00), together with interest thereon at
the rate of ten percent (10%) per
annum, payable as follows:  

     Principal in the amount of Five Thousand and No/100 Dollars
($5,000.00) and accrued
interest shall be paid in consecutive monthly installments,
commencing on February 1, 1998, and
continuing on the first day of each month thereafter, with all
outstanding principal and interest
amounts becoming fully due and owing on  September 1, 1998;
provided, however, that if the real
property securing this Promissory Note  (a more particular
description of which is attached hereto
as Exhibit  A )( Real Property )  is sold, this Promissory Note
shall become immediately due and
owing and shall be paid from the proceeds of the sale of the Real
Property at the closing thereof. 

     In the event Maker is late in the payment of any amount due
hereunder, Maker shall pay
Holder interest at the rate of eighteen percent (18%) per annum
upon all such late payments from
the date the payment should have been received by Holder to the
date payment was actually received
by Holder.

     All payments hereunder shall be credited first to accrued
interest and next to reducing the
balance of the principal. Any and all payments hereunder shall be
payable in lawful money of the
United States which shall be legal tender in payment of all debts
at the time of payment.  This
Promissory Note may be prepaid in full or in part without
penalty.  Upon such prepayment, Maker
shall also pay all accrued interest on the principal amount
prepaid.  

     Should payment of any principal or interest not be made when
due, or if Maker should breach
the Deed of Trust securing this Promissory Note, or if a default
shall occur under the Guaranty
securing this Promissory Note, Maker shall be in default
hereunder.  In the event of such default,
Maker shall have ten (10) days from the date it receives written
notice thereof to cure such default. 
If Maker fails to cure a default within said ten (10) day period,
the whole sum of principal and
interest due hereunder shall become immediately due and payable
at the option of Holder, and
Holder may exercise any and all rights and remedies it may
possess at law or in equity for the
collection of this obligation.


     Maker hereby waives notice of default, diligence, demand,
presentment, notice of
nonpayment and protest.

          This Promissory Note is secured by a Short Form Deed of
Trust and Assignment of Rents
( Deed of Trust ), dated October 20, 1997, from Maker, as
Trustor, to Nevada Title Company, as
Trustee for the benefit of Holder, and by a Guaranty dated
October 20, 1997, from Yarlow, Inc.,
Thomas W. Yarbrough, Michael C. Sommers, and William J. Crandell
to Holder ( Guaranty ), and
all terms of the said Deed of Trust and Guaranty are incorporated
herein and made a part hereof by
this reference.  Upon payment in full of all obligations
hereunder, this Note shall be marked "Paid
in Full" and returned to Maker, and the Deed of Trust shall be
reconveyed.  

     If any action is required to be taken by Holder (whether by
Court proceeding or otherwise)
to enforce payment of this Promissory Note, the undersigned
promises to pay to Holder any and all
costs of such action, including all reasonable attorneys' fees
and costs incurred therein.

                              "Maker"

                              T & D, a Nevada General Partnership



                              By:/s/ Thomas W. Yarbrough          
           
                                    Thomas W. Yarbrough, General
Partner