<PAGE>   1
                                                                   EXHIBIT 10.12

                                                      OMB APPROVED NO. 3245-0201


                       U.S. SMALL BUSINESS ADMINISTRATION
                                      NOTE

                                                              SALT LAKE CITY, UT
                                                              ------------------
                                                               (CITY AND STATE)

                                                      (DATED): NOVEMBER 18, 1997
                                                               -----------------
$370,000

For value received, the undersigned promises to pay to the order of GUARDIAN
STATE BANK at its office in the city of SALT LAKE CITY, state of Utah, or at
holder's option, at such other place as may be designated from time to time by
the holder Three Hundred Seventy Thousand & 00/100 Dollars, with interest on
unpaid principal computed from the date of each advance to the undersigned at
the rate of (initial) 10.500 per cent per annum, payment to be made in
installments as follows:

The first monthly installment shall be due on the first day of the month
following the month in which the Note is executed and shall be due in an amount
equal to the interest accrued from the date of the Note to the date of such
installment. The next five (5) monthly installments shall be due in an amount
equal to the interest accrued from the due date of the previous installment.
Thereafter, monthly installments shall be $3,725.00 (principal and interest)
until such installments are adjusted as provided below. The interest rate shall
be adjusted on the first day of each January, April, July and October by adding
2.00% to the low prime rate as printed in the Wall Street Journal. Each time the
interest rate changes, the monthly installment shall be changed as follows: 1)
if the Note is current, the installment amount shall be adjusted to an amount
necessary to provide that the outstanding balance of the Note as of the date of
the interest rate adjustment, including accrued interest and deferred payments,
will be fully paid in equal monthly installments at the new interest rate by the
maturity date in effect at the time of the interest rate change, or 2) if any
amounts outstanding on the Note are past due, the installment amount shall be
adjusted in an amount necessary to provide that all amounts not past due as of
the date of the interest rate adjustment, including current accrued interest and
deferred payments, will be fully paid in equal monthly installments at the new
interest rate by the maturity date in effect at the time of the interest rate
change. Lender shall notify Borrower of any changes in the interest rate within
thirty days of the effective date thereof. All installments shall be due on the
1st (first) day of each month from the date of the Note until TWENTY (20) years
from the date of the Note, at which time the ENTIRE BALANCE of both principal
and interest then outstanding shall be due and payable.

Borrower shall provide lender with written notice of intent to prepay part or
all of this loan at least three (3) weeks prior to the anticipated prepayment
date. A prepayment is any payment made ahead of schedule that exceeds twenty
(20) percent of the then outstanding principal balance. If borrower makes a
prepayment and fails to give at least three weeks advance notice of intent to
prepay, then, notwithstanding any other provision to the contrary to this note
or other document, borrower shall be required to pay lender three weeks interest
on the unpaid principal as of the date preceding such prepayment.

If this Note contains a fluctuating interest rate, the notice provision is not a
precondition for fluctuation (which shall take place regardless of notice).
Payment of any installment of principal or interest owing on this Note may be
made prior to the maturity date thereof without penalty.

Borrower shall provide lender with written notice of intent to prepay part or
all of this loan at least three (3) weeks prior to the anticipated prepayment
date. A prepayment is any payment made ahead of schedule that exceeds twenty
(20) percent of the then outstanding principal balance. If borrower makes a
prepayment and fails to give at least three weeks advance notice of intent to
prepay, then notwithstanding any other provision to the contrary in this Note or
any other document, borrower shall be required to pay lender three weeks
interest on the unpaid principal as of the date preceding such prepayment.

The term "Indebtedness" as used herein shall mean the indebtedness evidenced by
this Note, including principal, interest, and expenses, whether contingent, now
due, or hereafter to become due, and whether heretofore or

<PAGE>   2

contemporaneously herewith or hereafter contracted. The term "Collateral" as
used in this Note shall mean any funds, guaranties, or other property or rights
therein of any nature whatsoever or the proceeds thereof which may have been,
are, or hereafter may be, hypothecated, directly or indirectly by the
undersigned or others, in connection with, or as security for, the Indebtedness
or any part thereof. The Collateral, and each part thereof, shall secure the
Indebtedness and each part thereof. The covenants and conditions set forth or
referred to in any and all instruments of hypothecation constituting the
Collateral are hereby incorporated in this Note as covenants and conditions of
the undersigned with the same force and effect as though such covenants and
conditions were fully set forth herein.

The Indebtedness shall immediately become due and payable, without notice or
demand, upon the appointment of a receiver or liquidator, whether voluntary or
involuntary, for the undersigned or for any of its property, upon the filing of
a petition by or against the undersigned under the provisions of any state
insolvency law or under the provisions of the Bankruptcy Reform Act of 1978, as
amended, or upon the making by the undersigned of an assignment for the benefit
of its creditors. Holder is authorized to declare all or any part of the
Indebtedness immediately due and payable upon the happening any of the following
events: (1) Failure to pay any part of the Indebtedness when due, (2) non
performance by the undersigned of any agreement with, or any condition imposed
by, Holder or Small Business Administration (hereinafter called "SBA"), with
respect to the Indebtedness; (3) Holder's discovery of the undersigned's failure
in any application of the undersigned to Holder or SBA to disclose any fact
deemed by Holder to be material or of the making therein or in any of the said
agreements, or in any affidavit or other documents submitted in connection with
said application or the Indebtedness, of any misrepresentation by, on behalf of,
or for the benefit of the undersigned; (4) the reorganization (other than
reorganization pursuant to any of the provisions of the Bankruptcy Reform Act of
1978, as amended) or merger or consolidation of the undersigned (or the making
of any agreement therefore) without the prior written consent of Holder; (5) the
undersigned' failure duly to account, to Holder's satisfaction, at such time or
times as Holder may require, for any of the Collateral, or proceeds thereof,
coming into the control of the undersigned; or (6) the institution of any suit
affecting the undersigned deemed by Holder to affect adversely its interest
hereunder in the Collateral or otherwise. Holder's failure to exercise its
rights under this paragraph shall not constitute a waiver thereof.

Upon the nonpayment of the Indebtedness, or any part thereof, when due, whether
by acceleration or otherwise, Holder is empowered to sell, assign, and deliver
the whole or any part of the Collateral at public or private sale, without
demand, advertisement, or notice of the time or place of sale or of any
adjournment thereof, which are hereby expressly waived. After deducting all
expenses incidental to or arising from such sale or sales, Holder may apply the
residue of the proceeds thereof to the payment of the Indebtedness, as it shall
deem proper, returning the excess, if any, to the undersigned. The undersigned
hereby waives all right of redemption or appraisement whether before or after
the sale.

Holder is further empowered to collect or cause to be collected or otherwise
converted into money all or any part of the Collateral, by ?? or otherwise, and
to surrender, compromise, release, renew, extend, or substitute any item of the
Collateral in transactions with the undersigned or any third party, irrespective
of any assignment thereof by the undersigned, and without prior notice to or
consent of the undersigned or any assignee. Whenever any item of the Collateral
shall not be paid when due, or otherwise shall be in default, whether or not the
Indebtedness, or any part thereof, has become due, Holder shall have the same
rights and powers with respect to such item of the Collateral as are granted in
this paragraph in case of nonpayment of the Indebtedness, or any part thereof,
when due. None of the rights, remedies, privileges, or powers of Holder
expressly provided for herein shall be exclusive, but each of them shall be
cumulative with and in addition to every other right, remedy, privilege , and
power now or hereafter existing in favor of Holder, whether at law or equity, by
statute or otherwise.

The undersigned agree to take all necessary steps to administer, supervise,
preserve, and protect the Collateral, and regardless of any action taken by
Holder, there shall be no duty upon Holder in this respect. The undersigned
shall pay all expenses of any nature, whether incurred to or out of court, and
whether incurred before or after this Note shall become due at the maturity date
or otherwise, including but not limited to reasonable attorney's fees and costs,
which Holder may deem necessary or proper in connection with the satisfaction of
the Indebtedness or the administration, supervision, preservation, protection of
(including, but not limited to, the maintenance of adequate insurance) or the
realization upon the Collateral. Holder is authorized to pay at any time and
from time to time any or all of such expenses, add the amount of such payment to
the amount of the Indebtedness, and charge interest thereon at the rate
specified herein with respect to the principal amount of this Note.

<PAGE>   3

The security rights of Holder and its assigns hereunder shall not be impaired by
Holder's sale, hypothecation, rehypothecation of any note of the undersigned or
any item of the Collateral, or by any indulgence, including but not limited to
(a) any renewal, extension, or modification which Holder may grant with respect
to the Indebtedness or any part thereof, or (b) any surrender, compromise,
release, removal, extension, exchange or substitution which Holder may grant in
respect of the Collateral, or (c) any indulgence granted in respect of any
endorser, guarantor, or surety. The purchaser, assignee, transferee, or pledgee
of this Note, the Collateral, and guaranty, and any other document (or any of
them), sold, assigned, transferred, pledged, or repledged, shall forthwith
become vested with and entitled to exercise all powers and rights given by this
NOT and all applications of the undersigned to Holder or SBA, as if said
purchaser, assignee, transferee, or pledgee were originally named as payee in
this Not and in said application or applications.

This promissory note is given to secure a loan which SBA is making or in which
it is participating and, pursuant to Part 101 of the Rules and Regulations of
SBA (13 C.F.R. 101.1(d)), this instrument is construed and (when SBA is the
Holder or a party to interest) enforced in accordance with applicable federal
law.

LATE CHARGE AGREEMENT. An exhibit, titled "LATE CHARGE AGREEMENT," is attached
to this Note and by this reference is made a part of the Note just as if all the
provisions, terms and conditions had been fully set forth in this Note.

                                       THE GUARANTEED PORTION OF THE
                                       OUTSTANDING PRINCIPLE BALANCE OF THIS
                                       NOTE HAS BEEN TRANSFERRED TO A
                                       REGISTERED HOLDER FOR VALUE

BORROWER:

FIFTEEN-LINE, INC. dba OGDEN INDOOR SOCCER

By: /s/ Gaylen B. Jorgensen                       /s/
    ------------------------------                ------------------------------
    GAYLEN B. JORGENSEN, PRESIDENT                GUARDIAN STATE BANK EXECUTIVE
                                                  VICE PRESIDENT


                                                                 11/18/97
                                                                 --------
                                                                   DATE


SBA FORM 147 (8-87) PREVIOUS EDITIONS OBSOLETE

Note. -- Corporate applicants must execute Note, in corporate name, by duly
authorized officer, and seal must be affixed and duly attested; partnership
applicants must execute Note in firm name, together with signature of general
partner



<PAGE>   4

                                                      OMB Approval No. 3245-0201
                                                      Expiration Date:  11-30-90

                                                                 SBA LOAN NUMBER
                                                               GP 1645624006 SLC


                       SMALL BUSINESS ADMINISTRATION (SBA)

                                    GUARANTY

         In order to induce GUARDIAN STATE BANK, (hereinafter called "Lender")
to make a loan or loans, or renewal or extension thereof, to FIFTEEN-LINE, INC.
dba OGDEN INDOOR SOCCER (hereinafter called "Debtor"), the Undersigned hereby
unconditionally guarantees to Lender, its successors and assigns, the due and
punctual payment when due, whether by acceleration or otherwise, in accordance
with the terms thereof, of the principal of and interest on and all other sums
payable, or stated to be payable, with respect to the note of the Debtor, made
by the Debtor to Lender, dated 11/18/97 in the principal amount of $370,000.00,
with interest at the rate of (Initial) 10.500 percent per annum. Such note, and
the interest thereon and all other sums payable with respect thereto are
hereinafter collectively called "Liabilities." As security for the performance
of this guaranty the Undersigned hereby mortgages, pledges, assigns, transfers,
and delivers to Lender certain collateral (if any), listed in the schedule at
the end hereof. The term "collateral" as used herein shall mean any funds,
guaranties, agreements, or other property or rights or interests of any nature
whatsoever, or the proceeds thereof, which may have been, are, or hereafter may
be, mortgaged, pledged, assigned, transferred or delivered directly or
indirectly by or on behalf of the Debtor or the Undersigned or any other party
to Lender or to the holder of the aforesaid note of the Debtor, or which may
have been, are, or hereafter may be held by any party as trustee or otherwise,
as security, whether immediate or underlying, for the performance of this
guaranty or the payment of the Liabilities or any of them or any security
therefor.

         The Undersigned waives any notice of the incurring by the Debtor at any
time of any of the Liabilities, and waives any and all presentment, demand,
protest, or notice of dishonor, nonpayment, or other default with respect to any
of the Liabilities and any obligation of any party at any time comprised in the
collateral. The Undersigned hereby grants to Lender full power, in its
uncontrolled discretion and without notice to the Undersigned, but subject to
the provisions of any agreement between the Debtor or any other party and Lender
at the time in force, to deal in any manner with the Liabilities and the
collateral, including, but without limiting the generality of the foregoing, the
following powers:

         (a)      To modify or otherwise change any terms of all or any part of
                  the Liabilities or the rate of interest thereon (but not to
                  increase the principal amount of the note of the Debtor to
                  Lender), to grant any extension or renewal thereof and any
                  other indulgence with respect thereto, and to effect any
                  release, compromise, or settlement with respect thereto;

         (b)      To enter into any agreement of forbearance with respect to all
                  or any part of the Liabilities, or with respect to all or any
                  part of the collateral, and to change the terms of any such
                  agreement;

         (c)      To forbear from calling for additional collateral to secure
                  any of the Liabilities or to secure any obligation comprised
                  in the collateral;

         (d)      To consent to the substitution, exchange, or release of all or
                  any part of the collateral, whether or not the collateral, if
                  any, received by Lender upon any such substitution, exchange,
                  or release shall be of the same or of a different character or
                  value than the collateral surrendered by Lender;

         (e)      In the event of the nonpayment when due, whether by
                  acceleration or otherwise, of any of the Liabilities, or in
                  the event of default in the performance of any obligation
                  comprised in the collateral, to realize on the collateral or
                  any part thereof, as a whole or in such parcels or subdivided
                  interests as Lender may elect, at any public or private sale
                  or sales, for cash or on credit or for future delivery,
                  without demand, advertisement, or notice of the time or place
                  of sale or any adjournment thereof (the
<PAGE>   5

                  Undersigned hereby waiving any such demand, advertisement and
                  notice to the extent permitted by law), or by foreclosure or
                  otherwise, or to forbear from realizing thereon, all as Lender
                  in its uncontrolled discretion may deem proper, and to
                  purchase all or any part of the collateral for its own account
                  at any such sale or foreclosure, such powers to be exercised
                  only to the extent permitted by law.

         The obligations of the Undersigned hereunder shall not be released,
discharged or in any way affected, nor shall the Undersigned have any rights or
recourse against Lender, by reason of any action Lender may take or omit to take
under the foregoing powers.

         In case the Debtor shall fail to pay all or any part of the Liabilities
when due, whether by acceleration or otherwise, according to the terms of said
note, the Undersigned, immediately upon the written demand of Lender, will pay
to Lender the amount due and unpaid by the Debtor as aforesaid, in like manner
as if such amount constituted the direct and primary obligation of the
Undersigned. Lender shall not be required, prior to any such demand on, or
payment by, the Undersigned, to make any demand upon or pursue or exhaust any of
its rights or remedies against the Debtor or others with respect to the payment
of any of the Liabilities, or to pursue or exhaust any of its rights or remedies
with respect to any part of the collateral. The Undersigned shall have no right
of subrogation whatsoever with respect to the Liabilities or the collateral
unless and until Lender shall have received full payment of all the Liabilities.

         The obligations of the Undersigned hereunder, and the rights of Lender
in the collateral, shall not be released, discharged, or in any way affected,
nor shall the Undersigned have any rights against Lender: by reason of the fact
that any of the collateral may be in default at the time of acceptance thereof
by Lender or later; nor by reason of the fact that a valid lien in any of the
collateral may not be conveyed to, or created in favor of, Lender; nor by reason
of the fact that any of the collateral may be subject to equities or defenses or
claims in favor of others or may be invalid or defective in any way; nor by
reason of the fact that any of the Liabilities may be invalid for any reason
whatsoever; nor by reason of the fact that the value of any of the collateral,
or the financial condition of the Debtor or of any obligor under or guarantor of
any of the collateral, may not have been correctly estimated or may have changed
or may hereafter change; nor by reason of any deterioration, waste, or loss by
fire, theft, or otherwise of any of the collateral, unless such deterioration,
waste, or loss be caused by the willful act or willful failure to act of Lender.

         The Undersigned agrees to furnish Lender, or the holder of the
aforesaid note of the Debtor, upon demand, but not more often than semiannually,
so long as any part of the indebtedness under such note remains unpaid, a
financial statement setting forth, in reasonable detail, the assets,
liabilities, and net worth of the Undersigned.

         The Undersigned acknowledges and understands that if the Small Business
Administration (SBA) enters into, has entered into, or will enter into, a
Guaranty Agreement, with Lender or any other lending institution, guaranteeing a
portion of Debtor's Liabilities, the Undersigned agrees that it is not a
coguarantor with SBA and shall have no right of contribution against SBA. The
Undersigned further agress that all liability hereunder shall continue
notwithstanding payment by SBA under its Guaranty Agreement to the other lending
institution.

         The term "Undersigned" as used in this agreement shall mean the signer
or signers of this agreement, and such signers, if more than one, shall be
jointly and severally liable hereunder. The Undersigned further agrees that all
liability hereunder shall continue notwithstanding the incapacity, lack of
authority, death, or disability of any one or more of the Undersigned, and that
any failure by Lender or its assigns to file or enforce a claim against the
estate of any of the Undersigned shall not operate to release any other of the
Undersigned from liability hereunder. The failure of any other person to sign
this guaranty shall not release or affect the liability of any signer hereof.

<PAGE>   6


THIS GUARANTY IS DATED 11/18/97

GUARANTOR:

x /s/ Gaylen B. Jorgensen
  -----------------------------
  GAYLEN B. JORGENSEN


NOTE.-- Corporate guarantors must execute guaranty in corporate name, by duly
authorized officer, and seal must be affixed and duly attested; partnership
guarantors must execute guaranty in firm name, together with signature of a
general partner. Formally executed guaranty is to be delivered at the time of
disbursement of loan.


                     (LIST COLLATERAL SECURING THE GUARANTY)


<PAGE>   7


                                  SBA GUARANTY
                                                      OMB Approval No. 3245-0201
                                                      Expiration Date:  11-30-90

                                                                 SBA LOAN NUMBER
                                                               GP 1645624006 SLC

                       SMALL BUSINESS ADMINISTRATION (SBA)

                                    GUARANTY

         In order to induce GUARDIAN STATE BANK, (hereinafter called "Lender")
to make a loan or loans, or renewal or extension thereof, to FIFTEEN-LINE, INC.
dba OGDEN INDOOR SOCCER (hereinafter called "Debtor"), the Undersigned hereby
unconditionally guarantees to Lender, its successors and assigns, the due and
punctual payment when due, whether by acceleration or otherwise, in accordance
with the terms thereof, of the principal of and interest on and all other sums
payable, or stated to be payable, with respect to the note of the Debtor, made
by the Debtor to Lender, dated 11/18/1997 in the principal amount of
$370,000.00, with interest at the rate of (Initial) 10.500 percent per annum.
Such note, and the interest thereon and all other sums payable with respect
thereto are hereinafter collectively called "Liabilities." As security for the
performance of this guaranty the Undersigned hereby mortgages, pledges, assigns,
transfers, and delivers to Lender certain collateral (if any), listed in the
schedule at the end hereof. The term "collateral" as used herein shall mean any
funds, guaranties, agreements, or other property or rights or interests of any
nature whatsoever, or the proceeds thereof, which may have been, are, or
hereafter may be, mortgaged, pledged, assigned, transferred or delivered
directly or indirectly by or on behalf of the Debtor or the Undersigned or any
other party to Lender or to the holder of the aforesaid note of the Debtor, or
which may have been, are, or hereafter may be held by any party as trustee or
otherwise, as security, whether immediate or underlying, for the performance of
this guaranty or the payment of the Liabilities or any of them or any security
therefor.

         The Undersigned waives any notice of the incurring by the Debtor at any
time of any of the Liabilities, and waives any and all presentment, demand,
protest, or notice of dishonor, nonpayment, or other default with respect to any
of the Liabilities and any obligation of any party at any time comprised in the
collateral. The Undersigned hereby grants to Lender full power, in its
uncontrolled discretion and without notice to the Undersigned, but subject to
the provisions of any agreement between the Debtor or any other party and Lender
at the time in force, to deal in any manner with the Liabilities and the
collateral, including, but without limiting the generality of the foregoing, the
following powers:

         (a)      To modify or otherwise change any terms of all or any part of
                  the Liabilities or the rate of interest thereon (but not to
                  increase the principal amount of the note of the Debtor to
                  Lender), to grant any extension or renewal thereof and any
                  other indulgence with respect thereto, and to effect any
                  release, compromise, or settlement with respect thereto;

         (b)      To enter into any agreement of forbearance with respect to all
                  or any part of the Liabilities, or with respect to all or any
                  part of the collateral, and to change the terms of any such
                  agreement;

         (c)      To forbear from calling for additional collateral to secure
                  any of the Liabilities or to secure any obligation comprised
                  in the collateral;

         (d)      To consent to the substitution, exchange, or release of all or
                  any part of the collateral, whether or not the collateral, if
                  any, received by Lender upon any such substitution, exchange,
                  or release shall be of the same or of a different character or
                  value than the collateral surrendered by Lender;

         (e)      In the event of the nonpayment when due, whether by
                  acceleration or otherwise, of any of the Liabilities, or in
                  the event of default in the performance of any obligation
                  comprised in the collateral, to realize on the collateral or
                  any part thereof, as a whole or in such parcels or subdivided
                  interests as Lender may elect, at any public or private sale
                  or sales, for cash or on credit or for future delivery,
                  without demand, advertisement, or notice of the time or place
                  of sale or any adjournment thereof (the Undersigned hereby
                  waiving any such demand, advertisement and

<PAGE>   8

                                  SBA GUARANTY
                                  (Continued)
Loan No.                                                                  Page 2

--------------------------------------------------------------------------------

                  notice to the extent permitted by law), or by foreclosure or
                  otherwise, or to forbear from realizing thereon, all as Lender
                  in its uncontrolled discretion may deem proper, and to
                  purchase all or any part of the collateral for its own account
                  at any such sale or foreclosure, such powers to be exercised
                  only to the extent permitted by law.

         The obligations of the Undersigned hereunder shall not be released,
discharged or in any way affected, nor shall the Undersigned have any rights or
recourse against Lender, by reason of any action Lender may take or omit to take
under the foregoing powers.

         In case the Debtor shall fail to pay all or any part of the Liabilities
when due, whether by acceleration or otherwise, according to the terms of said
note, the Undersigned, immediately upon the written demand of Lender, will pay
to Lender the amount due and unpaid by the Debtor as aforesaid. in like manner
as if such amount constituted the direct and primary obligation of the
Undersigned. Lender shall not be required, prior to any such demand on, or
payment by, the Undersigned, to make any demand upon or pursue or exhaust any of
its rights or remedies against the Debtor or others with respect to the payment
of any of the Liabilities, or to pursue or exhaust any of its rights or remedies
with respect to any part of the collateral. The Undersigned shall have no right
of subrogation whatsoever with respect to the Liabilities or the collateral
unless and until Lender shall have received full payment of all the Liabilities.

         The obligations of the Undersigned hereunder, and the rights of Lender
in the collateral, shall not be released, discharged, or in any way affected,
nor shall the Undersigned have any rights against Lender: by reason of the fact
that any of the collateral may be in default at the time of acceptance thereof
by Lender or later; nor by reason of the fact that a valid lien in any of the
collateral may not be conveyed to, or created in favor of, Lender; nor by reason
of the fact that any of the collateral may be subject to equities or defenses or
claims in favor of others or may be invalid or defective in any way; nor by
reason of the fact that any of the Liabilities may be invalid for any reason
whatsoever; nor by reason of the fact that the value of any of the collateral,
or the financial condition of the Debtor or of any obligor under or guarantor of
any of the collateral, may not have been correctly estimated or may have changed
or may hereafter change; nor by reason of any deterioration, waste, or loss by
fire, theft, or otherwise of any of the collateral, unless such deterioration,
waste, or loss be caused by the willful act or willful failure to act of Lender.

         The Undersigned agrees to furnish Lender, or the bolder of the
aforesaid note of the Debtor, upon demand, but not more often than semiannually,
so long as any part of the indebtedness under such note remains unpaid, a
financial statement setting forth, in reasonable detail, the assets,
liabilities, and net worth of the Undersigned.

         The Undersigned acknowledges and understands that if the Small Business
Administration (SBA) enters into, has entered into, or will enter into, a
Guaranty Agreement, with Lender or any other lending institution, guaranteeing a
portion of Debtor's Liabilities, the Undersigned agrees that it is not a
coguarantor with SBA and shall have no right of contribution against SBA. The
Undersigned further agrees that all liability hereunder shall continue
notwithstanding payment by SBA under its Guaranty Agreement to the other lending
institution.

         The term "Undersigned" as used in this agreement shall mean the signer
or signers of this agreement, and such signers, if more than one, shall be
jointly and severally liable hereunder. The Undersigned further agrees that all
liability hereunder shall continue notwithstanding the incapacity, lack of
authority, death, or disability of any one or more of the Undersigned, and that
any failure by Lender or its assigns to file or enforce a claim against the
estate of any of the Undersigned shall not operate to release any other of the
Undersigned from liability hereunder. The failure of any other person to sign
this guaranty shall not release or affect the liability of any signer hereof.


<PAGE>   9

                                  SBA GUARANTY
                                  (Continued)
Loan No.                                                                  Page 3

--------------------------------------------------------------------------------


THIS GUARANTY IS DATED 11/18/97

GUARANTOR:


x /s/ Michele L. Jorgensen
  -------------------------
  MICHELE L. JORGENSEN

NOTE.-Corporate guarantors must execute guaranty in corporate name, by duly
authorized officer, and seal must be affixed and duly attested; partnership
guarantors must execute guaranty in firm name, together with signature of a
general partner. Formally executed guaranty is to be delivered at the time of
disbursement of loan.

                    (LIST COLLATERAL SECURING THE GUARANTY)
<PAGE>   10

                     (LIST COLLATERAL SECURING THE GUARANTY)
                                  SBA GUARANTY
                                  (Continued)
Loan No.                                                                  Page 4

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FORM 148 (5-87) REF: SOP 70 50 USE 10-85 EDITION UNTIL EXHAUSTED