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                                                                   EXHIBIT 10.17

U.S. SMALL BUSINESS ADMINISTRATION

SBA

                       U.S. SMALL BUSINESS ADMINISTRATION

                                      NOTE



SBA Loan #               GP-295-424-4008-OC                75% GTD

SBA Loan Name            Soccer Arenas North

Date                     June 10, 1999

Loan Amount              $846,000.00

Interest Rate            Prime + 2.00%

Borrower                 Twenty-Eight Line, Inc., an Oklahoma corporation

Operating Company        N/A

Lender                   Heller First Capital Corp.

1.       PROMISE TO PAY:

         In return for the Loan, Borrower promises to pay to the order of Lender
         the amount of Eight Hundred Forty-Six Thousand and 00/100 ($846,000.00)
         Dollars, interest on the unpaid principal balance, and all other
         amounts required by this Note.

2.       DEFINITIONS:

         "Collateral" means any property taken as security for payment of this
         Note or any guarantee of this Note.

         "Guarantor" means each person or entity that signs a guarantee of
         payment of this Note.

         "Loan" means the loan evidenced by this Note.

         "Loan Documents" means the documents related to this loan signed by
         Borrower, any Guarantor, or anyone who pledges collateral.

         "SBA" means the Small Business Administration, an Agency of the United
         States of America.



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3.       PAYMENT TERMS:

         Borrower must make all payments at the place Lender designates. The
         payment terms for this Note are:

         This Note will mature in twenty-five (25) years from date of Note.

         The interest rate on this Note will fluctuate. The initial interest
         rate is nine and three-quarters percent (9.75%) per year. This initial
         rate is the prime rate on the date SBA received the loan application,
         plus two percent (2.00%).

         Borrower must pay one (1) payment of interest only on the disbursed
         principal balance two (2) months from the month this Note is dated;
         payment must be made on the first calendar day in the month it is due.

         Borrower must pay principal and interest payments of seven thousand
         five hundred thirty-nine ($7,539.00) every month beginning two (2)
         months, from the month this Note is dated; payments must be made on the
         first calendar day in the months they are due.

         Lender will apply each installment payment first to pay interest
         accrued to the day Lender receives the payment, then to bring principal
         current, then to pay any late fees, and will apply any remaining
         balance to reduce principal.

         Lender may adjust the interest rate for the first time no earlier than
         the first calendar day of the first month after initial disbursement.
         The interest rate will then be adjusted monthly (the "change period").

         The "Prime Rate" is the prime rate in effect on the first business day
         of the month in which a change occurs, as published in the Wall Street
         Journal on the next business day.

         The adjusted interest rate will be two percent (2.00%) above the Prime
         Rate. Lender will adjust the interest rate on the first calendar day of
         each change period. The change in interest rate is effective on that
         day whether or not Lender gives Borrower notice of the change.

         Lender must adjust the payment amount at least annually as needed to
         amortize principal over the remaining term of the note.

         If SBA purchases the guaranteed portion of the unpaid principal
         balance, the interest rate becomes fixed at the rate in effect at the
         time of the earliest uncured payment default. If there is no uncured
         payment default, the rate becomes fixed at the rate in effect at the
         time of purchase.

         All remaining principal and accrued interest is due and payable
         twenty-five (25) years from the date of Note.

         Late Charge: If a payment on this Note is more than 10 days late,
         Lender may charge Borrower a late fee of up to 5.00% of the unpaid
         portion of the regularly scheduled payment.


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4.       RIGHT TO PREPAY

         Borrower may prepay this Note. Borrower may prepay 20 percent or less
         of the unpaid principal balance at any time without notice. If Borrower
         prepays more than 20 percent and the Loan has been sold on the
         secondary mark, Borrower must:

         A.       Give Lender written notice;

         B.       Pay all accrued interest; and

         C.       If the prepayment is received less than 21 days from the date
                  Lender receives the notice, pay an amount equal to 21 days'
                  interest from the date lender receives the notice, less any
                  interest accrued during the 21 days and paid under
                  subparagraph B.

         If Borrower does not prepay within 60 days from the date Lender
         receives the notice, borrower must give Lender a new notice.

5.       DEFAULT:

         Borrower is in default under this Note if Borrower does not make a
         payment when due under this Note, or if Borrower or Operating Company:

         A.       Fails to do anything required by this Note and other Loan
                  Documents;

         B.       Defaults on any other loan with Lender;

         C.       Does not preserve, or account to Lender's satisfaction for,
                  any of the Collateral or its proceeds;

         D.       Does not disclose, or anyone acting on their behalf does not
                  disclose material fact to Lender or SBA;

         E.       Makes, or anyone acting on their behalf makes, a materially
                  false or misleading representation to Lender or SBA;

         F.       Defaults on any loan or agreement with another creditor, if
                  Lender believes the default may materially affect borrower's
                  ability to pay this Note;

         G.       Fails to pay any taxes when due;

         H.       Becomes the subject of a proceeding under any bankruptcy or
                  insolvency law;

         I.       Has a receiver or liquidate appointed for any part of their
                  business or property;

         J.       Makes an assignment for the benefit of creditors;

         K.       Has any adverse change in financial condition or business
                  operation that Lender believes may materially affect
                  Borrower's ability to pay this Note;

         L.       Reorganizes, merges, consolidates, or otherwise changes
                  ownership or business structure without Lender's prior written
                  consent; or

         M.       Becomes the subject of a civil or criminal action that Lender
                  believes may materially affect Borrower's ability to pay this
                  Note.

6.       LENDER'S RIGHTS IF THERE IS A DEFAULT:

         Without notice and without Borrower's consent, Lender may:

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         A.       Require immediate payment of all amounts owing under this
                  Note;

         B.       Collect all amounts owing from any Borrower or Guarantor;

         C.       File suit and obtain judgment;

         D.       Take possession of any Collateral; or

         E.       Sell, lease, or otherwise dispose of, any Collateral at public
                  or private sale, with or without advertisement.

7.       LENDER'S GENERAL POWERS:

         A.       Bid on or buy the Collateral at its sale or the sale of
                  another lienholder, at any price it chooses;

         B.       Incur expenses to collect amounts due under this Note, enforce
                  the terms of this Note or any other Loan Document, and
                  preserve or dispose of the Collateral. Among other things, the
                  expenses may include payments for property taxes, prior liens,
                  insurance, appraisals, environmental remediation costs, and
                  reasonable attorney's fees and costs. If Lender incurs such
                  expenses, it may demand immediate repayment from Borrower or
                  add the expenses to the principal balance;

         C.       Release anyone obligated to pay this Note;

         D.       Compromise, release, renew, extend or substitute any of the
                  Collateral; and

         E.       Take any action necessary to protect the Collateral or collect
                  amounts owing on this Note.


8.       WHEN FEDERAL LAW APPLIES:

         When SBA is the holder, this Note will be interpreted and enforced
         under federal law, including SBA regulations. Lender or SBA may use
         state or local procedures for filing papers, recording documents,
         giving notice, foreclosing liens, and other purposes. By using such
         procedures, SBA does not waive any federal immunity from state or local
         control, penalty, tax, or liability. As to this Note, Borrower may not
         claim or assert against SBA any local or state law to deny any
         obligation, defeat any claim of SBA, or preempt federal law.

9.       SUCCESSORS AND ASSIGNS:

         Under this Note, Borrower and Operating Company include the successors
         of each, and Lender includes its successors and assigns.

10.      GENERAL PROVISIONS:

         A.       All individuals and entities signing this Note are jointly and
                  severally liable.

         B.       Borrower waives all suretyship defenses.

         C.       Borrower must sign all documents necessary at any time to
                  comply with the Loan Documents and to enable Lender to
                  acquire, perfect, or maintain Lender's liens on Collateral.

         D.       Lender may exercise any of its rights separately or together,
                  as many times and in any order it chooses. Lender may delay or
                  forgo enforcing any of its rights without giving up any of
                  them.

         E.       Borrower may not use an oral statement of Lender or SBA to
                  contradict or alter the written terms of this Note.

         F.       If any part of this Note is unenforceable, all other parts
                  remain in effect.

         G.       To the extent allowed by law, Borrower waives all demands and
                  notices in connection with this Note, including presentment,
                  demand, protest, and notice of dishonor. Borrower also waives
                  any


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                  defenses based upon any claim that Lender did not obtain any
                  guarantee; did not obtain, perfect, or maintain a lien upon
                  Collateral; impaired Collateral; or did not obtain the fair
                  market value of Collateral at a sale.


11.      STATE-SPECIFIC PROVISIONS:

         N/A

12.      BORROWER'S NAMES) AND SIGNATURE(S):

         By signing below, each individual or entity becomes obligated under
         this Note as Borrower.



         Twenty-Eight Line, Inc., an Oklahoma corporation

         By: /s/ Gary M. Archer
             -------------------------
             Gary M. Archer, President

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U.S. Small Business Administration            U.S. Small Business Administration


SBA                                           UNCONDITIONAL GUARANTEE

<TABLE>
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<S>              <C>                                                  <C>
SBA Loan #       GP-295-424-4008-OC                                   75% GTD

SBA Loan Name    Soccer Arenas North

Guarantor        Gary M. Archer

Borrower         Twenty-Eight Line, Inc., an Oklahoma corporation

Lender           Heller First Capital Corp.

Date             June 10, 1999
Note Amount      $846,000.00
--------------------------------------------------------------------------------
</TABLE>

1.       GUARANTEE:

         Guarantor unconditionally guarantees payment to Lender of all amounts
         owing under the Note. This Guarantee remains in effect until the Note
         is paid in full. Guarantor must pay all amounts due under the Note when
         Lender makes written demand upon Guarantor. Lender is not required to
         seek payment from any other source before demanding payment from
         Guarantor.

2.       NOTE:

         The "Note" is the promissory note dated June 10, 1999 in the principal
         amount of Eight Hundred Forty-Six Thousand and 00/100 ($846,000.00)
         Dollars, from Borrower to Lender. It includes any assumption, renewal,
         substitution, or replacement of the Note, and multiple notes under a
         line of credit.

3.       DEFINITIONS:

         "Collateral" means any property taken as security for payment of the
         Note or any guarantee of the Note.

         "Loan" means the loan evidenced by the Note.

         "Loan Documents" means the documents related to the Loan signed by
         Borrower, Guarantor or any other guarantor, or anyone who pledges
         Collateral.

         "SBA" means the Small Business Administration, an Agency of the United
         States of America.

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4.       LENDER'S GENERAL POWERS:

         Lender may take any of the following actions at any time, without
         notice, without Guarantor's consent, and without making demand upon
         Guarantor:


         A.       Modify the terms of the Note or any other Loan Document except
                  to increase the amounts due under the Note;

         B.       Refrain from taking any action on the Note, the Collateral, or
                  any guarantee;

         C.       Release any Borrower or any guarantor of the Note;

         D.       Compromise or settle with the Borrower or any Guarantor of the
                  Note;

         E.       Substitute or release any of the Collateral, whether or not
                  Lender receives anything in return;

         F.       Foreclose upon or otherwise obtain, and dispose of, any
                  Collateral at public or private sale, with or without
                  advertisement;

         G.       Bid or buy at any sale of Collateral by Lender or any other
                  lienholder, at any price Lender chooses; and

         H.       Exercise any rights it has, including those in the Note and
                  other Loan Documents.

         These actions will not release or reduce the obligations of Guarantor
         or create any rights or claims against Lender.

5.       FEDERAL LAW:

         When SBA is the holder, the Note and this Guarantee will be construed
         and enforced under federal law, including SBA regulations. Lender or
         SBA may use state or local procedures for filing papers, recording
         documents, giving notice, foreclosing liens, and other purposes. By
         using such procedures, SBA does not waive any federal immunity from
         state or local control, penalty, tax, or liability. As to this
         Guarantee, Guarantor may not claim or assert any local or state law
         against SBA to deny any obligation, defeat any claim of SBA, or preempt
         federal law.

6.       RIGHTS, NOTICES, AND DEFENSES THAT GUARANTOR WAIVES:

         To the extent permitted by law,

         A.       Guarantor waives all right to:

                  1)       Require presentment, protest, or demand upon
                           Borrower;

                  2)       Redeem any Collateral before or after Lender disposes
                           of it;

                  3)       Have any disposition of Collateral advertised; and

                  4)       Require a valuation of Collateral before or after
                           Lender disposes of it.

         B.       Guarantor waives any notice of:

                  1)       Any default under the Note;

                  2)       Presentment, dishonor, protest, or demand;

                  3)       Execution of the Note;

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                  4)       Any action or inaction on the Note or Collateral,
                           such as disbursements, payment, nonpayment,
                           acceleration, intent to accelerate, assignment,
                           collection activity, and incurring enforcement
                           expenses;

                  5)       Any change in the financial condition or business
                           operations of Borrower or any guarantor;

                  6)       Any changes in the terms of the Note or other Loan
                           Documents, except increases in the amounts due under
                           the Note; and

                  7)       The time or place of any sale or other disposition of
                           Collateral.

         C.       Guarantor waiver defenses based upon any such claim that:

                  1)       Lender failed to obtain any guarantee;

                  2)       Lender failed to obtain, perfect, or maintain a
                           security interest in any property offered or taken as
                           Collateral;

                  3)       Lender or others improperly valued or inspected the
                           Collateral;

                  4)       The Collateral changed in value, or was neglected,
                           lost, destroyed, or underinsured;

                  5)       Lender impaired the Collateral;

                  6)       Lender did not dispose of any of the Collateral;

                  7)       Lender did not conduct a commercially reasonable
                           sale;

                  8)       Lender did not obtain the fair market value of the
                           Collateral;

                  9)       Lender did not make or perfect a claim upon the death
                           or disability of Borrower or any guarantor of the
                           Note;

                  10)      The financial condition of Borrower or any guarantor
                           was overstated or has adversely changed;

                  11)      Lender made errors or omissions in Loan Documents or
                           administration of the Loan;

                  12)      Lender did not seek payment from the Borrower, any
                           other guarantors, or any Collateral before demanding
                           payment from the Borrower, any other guarantors, or
                           any Collateral before demanding payment from
                           Guarantor;

                  13)      Lender impaired Guarantor's suretyship rights;

                  14)      Lender modified the Note terms, other than to
                           increase amounts due under the Note. If Lender
                           modifies the Note to increase the amounts due under
                           the Note without Guarantor's consent, Guarantor will
                           not be liable for the increased amounts and related
                           interest expenses, but remains liable for all other
                           amounts;

                  15)      Borrower has avoided liability on the Note; or

                  16)      Lender has taken an action allowed under the Note,
                           this Guarantee, or other Loan Documents.

7.       DUTIES AS TO COLLATERAL:

         Guarantor will preserve the Collateral pledged by Guarantor to secure
         this Guarantee. Lender has no duty to preserve or dispose of any
         Collateral.


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8.       SUCCESSORS AND ASSIGNS:

         Under this Guarantee, Guarantor includes heirs and successors, and
         Lender includes its successors and assigns.


9.       GENERAL PROVISIONS:

         A.       ENFORCEMENT EXPENSES. Guarantor promises to pay all expenses
                  Lender incurs to enforce this Guarantee, including, but not
                  limited to, attorney's fees and costs.

         B.       SBA NOT A CO-GUARANTOR. Guarantor's liability will continue
                  even if SBA pays Lender. SBA is not a co-guarantor with
                  Guarantor. Guarantor has no right of contribution from SBA.

         C.       SUBROGATION RIGHTS. Guarantor has no subrogation rights as to
                  the Note or the Collateral until the Note is paid in full.

         D.       JOINT AND SEVERAL LIABILITY. All individuals and entities
                  signing as Guarantor are jointly and severally liable.

         E.       DOCUMENT SIGNING. Guarantor must sign all documents necessary
                  at any time to comply with the Loan Documents and to enable
                  Lender to acquire, perfect, or maintain Lender's liens on
                  Collateral.

         F.       FINANCIAL STATEMENTS. Guarantor must give Lender financial
                  statements as Lender requires.

         G.       LENDER'S RIGHTS CUMULATIVE NOT WAIVED. Lender may exercise any
                  of its rights separately or together, as many times as it
                  chooses. Lender may delay or forego enforcing any of its
                  rights without losing or impairing any of them.

         H.       ORAL STATEMENTS NOT BINDING. Guarantor may not use an oral
                  statement to contradict or alter the written terms of the Note
                  or this Guarantee, or to raise a defense to this Guarantee.

         I.       SEVERABILITY. If any part of this Guarantee is found to be
                  unenforceable, all other parts will remain in effect.

         J.       CONSIDERATION. The consideration for this Guarantee is the
                  Loan or any accommodation by Lender as to the Loan.

10.      STATE-SPECIFIC PROVISIONS:

         N/A

11.      GUARANTOR ACKNOWLEDGEMENT OF TERMS.

         Guarantor acknowledges that Guarantor has read and understand the
         significance of all terms of the Note and this Guarantee, including all
         waivers.


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12.      GUARANTOR NAME(S) AND SIGNATURE(S):

         By signing below, each individual or entity becomes obligated as
         Guarantor under this Guarantee.


/s/ Gary M. Archer
----------------
Gary M. Archer