Exhibit 10.17



                            AMENDED AND RESTATED
                              PROMISSORY NOTE



$110,000                                                     July 18, 2002


         FOR VALUE RECEIVED, the undersigned, Frank Archer (the "Maker"),
hereby promises to pay to the order of Niagara LaSalle Corporation (the
"Payee"), the principal amount of One Hundred and Ten Thousand Dollars
($110,000), together with interest thereon as provided herein, payable at
such location and on such dates as are set forth below.

         Interest on the unpaid principal amount hereof shall accrue at the
rate of four and 32/100 percent (4.32%) per annum from and after March 19,
2002. Interest shall be payable, with respect to any principal amounts paid
or prepaid, at the time of such payment or prepayment.

         The principal and interest on this Promissory Note are payable in
full on September 19, 2002, provided, however, that the Maker may, at any
time, prepay all or part of the unpaid principal amount hereof without
premium or penalty.

         Payments of principal and interest are to be made in lawful money
of the United States of America to 110 Hopkins Street, Buffalo, New York
14220 or as the Payee may designate in writing to the Maker.

         If any voluntary or involuntary proceeding shall be commenced
seeking to have an order for relief entered against the Maker as a debtor
or to adjudicate the Maker a bankrupt or insolvent, or seeking
reorganization, adjustment, liquidation, dissolution or composition of the
Maker or the Maker's debts under any law relating to bankruptcy,
insolvency, reorganization or relief of debtors, or seeking appointment of
a receiver or trustee for the Maker, and such proceeding shall remain
undismissed and unstayed for a period of sixty (60) days after the Maker
has received notice thereof, then the unpaid principal amount of this
Promissory Note and all interest accrued to such date shall become
immediately due and payable without the necessity of any presentment,
demand, protest or any other notice of any kind, all of which are hereby
expressly waived by the Maker.

         This Promissory Note shall bind the Maker and his successors and
assigns and shall inure to the benefit of the Payee and its successors and
assigns.

         No delay, omission or waiver on the part of the Payee in
exercising any right hereunder shall operate as a waiver of such right or
any other right of the Payee at the same or at any prior or subsequent
time.

         No amendment, modification or waiver of this Promissory Note, nor
consent to any departure therefrom, shall be effective unless in writing
and signed by the Payee.

         This Promissory Note shall be construed in accordance with and
governed by the laws of the State of New York without regard to its
conflicts of law principles.

         This Amended and Restated Promissory Note is being issued by the
Maker to the Payee in exchange for the Promissory Note issued by the Maker
to the Payee dated March 19, 2002 in the principal amount of $110,000.

         IN WITNESS WHEREOF, this Promissory Note has been duly executed
and delivered by the undersigned on the date first written above.



                                               /s/ Frank Archer
                                               ---------------------
                                                   Frank Archer