License Agreement

Exhibit 10.17 SBC Center Terrace Suite License Agreement SBC CENTER TERRACE SUITE LICENSE AGREEMENT Contract Date: June 1, 2004 Suite Number: 36 Licensee: Tidelands Oil & Gas Corporation Phone No. (Day): 210/764-8642 Contact Person: Michael R. Ward Fax No: 210/764-2930 Address: 1862 West Bitters, Bldg #1 Email: togctide@aol.com San Antonio, Texas 78248 SUITE LOCATION AND TERM: This Terrace Suite License Agreement (the "Agreement") sets forth the terms and conditions of the Suite License (the "License") granted to the person or entity executing this Agreement ("Licensee") by San Antonio Spurs, L.L.C. ("Licensor"). The License granted hereby relates to Suite Number 36 (the "Suite") to be located on the Terrace Level of the SBC Center ("SBC Center") the home arena for the National Basketball Association ("NBA") franchise known as the San Antonio Spurs (the "Team"). The location of the Suite is marked on the SBC Center Diagram attached hereto as Exhibit A. The Suite is licensed for the following number of Years: 5 SUITE BENEFITS: Licensee benefits, including admission tickets included with the Suite, availability of other tickets, guest passes, parking information, suite amenities, and other opportunities are set forth on Exhibit B hereto. VALIDATION PROCEDURE: To validate this Agreement, Licensee must sign this Agreement below, pay to Licensor the amount of $23,850 (15% of the Annual License Fee for the first Year), and deliver this Agreement within twenty-one (21) days of the Contract Date (as set forth above) to: San Antonio Spurs, L.L.C., One SBC Center, San Antonio, Texas 78219, Attn: Mike Setser The due dates for the remaining installments of the Annual License Fee for the first Year, the amount of subsequent Annual License Fees and payment deadlines are set forth on Exhibit C hereto. TERMS AND CONDITIONS: Licensee acknowledges and agrees to be bound by this Agreement and the attached Terms and Conditions which are incorporated herein by reference and deemed a part hereof for all purposes. In addition, Licensee agrees to observe all rules, regulations, and policies pertaining to use of the Suite and attendance at SBC Center Events including any modifications that may be adopted or administered by Licensor from time to time.

We thank you for your participation with the San Antonio Spurs and the SBC Center. TERMS AND CONDITIONS Pursuant to the Agreement, Licensee has received a license and exclusive privilege and right to use the Suite in the SBC Center under the terms hereof. These Terms and Conditions shall be binding upon Licensor and Licensee. 1. GRANT OF LICENSE. Upon payment of the Annual License Fee set forth in the Agreement, Licensee shall be entitled to the exclusive privilege and right during the Term set forth below to use the Suite identified in the Agreement. This License is granted upon and subject to the provisions of the Agreement and the Terms and Conditions. 2. TERM OF AGREEMENT. The term of the Agreement (the "Term") shall be for the number of "Years" set forth at the beginning of the Agreement. The Term shall begin on July 1, 2004 and shall end on June 30th of the final Year of the Term, unless sooner terminated as provided herein. Each Year of the Term shall begin on July 1 and end on June 30 of the next succeeding Year, each such period being a "Year". 3. PRIVATE SUITE. The Suite is part of the SBC Center. The location and/or layout of the Suite is shown on the SBC Center Diagram, which is attached hereto as Exhibit A. 4. FURNISHINGS, DECOR AND ALTERATIONS. The Suite shall be furnished and equipped with such fixtures, furnishings and equipment as Licensor shall determine but will include the features set forth in Exhibit D hereto. Licensee shall not make any additions or alterations in the interior or exterior of the Suite or the fixtures, furnishings and equipment therein without the prior written consent of the Licensor. The Licensor may withhold such consent for any reason whatsoever. Any changes, alterations or additions requested by Licensee and authorized by Licensor will be made at Licensee's sole cost and expense, free of any liens, in a good and workmanlike manner, and in compliance with applicable permits, authorizations, building and zoning laws and all other laws and ordinances and other legal requirements that may apply. Any fixtures or materials incorporated in or attached to the Suite by Licensee shall become the property of Licensor, unless Licensee has received the Licensor's written consent or direction to remove them before the expiration of the Term, in which case Licensee shall, subject to normal wear and tear, restore the Suite to its original condition at its sole cost and expense. 5. ADMISSION TICKETS. Licensee shall receive the Minimum Number of admission tickets to the SBC Center for access to the Suite as set forth in Exhibit B hereto for each pre-season NBA game played by the Team at the SBC Center ("Pre-Season Games"), each regular season NBA game played by the Team at the SBC Center ("Regular Season Games"), all other franchise sporting events, e.g. hockey, WNBA, arena football, ("Sporting Events"), all San Antonio Livestock Show and Rodeo events ("Rodeo Events"), and a package of ten (10) concerts and/or family shows to be selected by Licensor ("Package Events") (Pre-Season Games, Regular Season Games, Sporting Events, Rodeo Events, Package Events and all other paid ticketed events are collectively, "SBC Center Events"), but excluding all events of national and international significance such as the NCAA Basketball Tournament, the NBA All-Star Game and national political conventions; provided, however, Licensee may not receive admission tickets to some SBC Center Events due to restrictions imposed by the Event Sponsors. Licensee shall be required to purchase the Minimum Number of admission tickets to the SBC Center for any and all post-season NBA Games played at the SBC Center ("Post-Season Games") and the price of such Post-Season Game admission tickets shall not be included in the Annual License Fee. The architectural design of the SBC Center and/or the Suite and/or guidelines imposed by Event Sponsors for the presentation of an SBC Center Event may result in a fully or partially obstructed view of such SBC Center Event. If such fully or partially obstructed view of an SBC Center Event should occur, Licensee may request and Licensor will make reasonable efforts to provide alternative general seating to Licensee for such SBC Center Event. The number and terms and conditions of alternative general seating offered to Licensee by Licensor in the event of a partially or fully obstructed view of an SBC Center Event shall be determined on a case by case basis depending on the reasonable efforts negotiations between the Licensor and the Event Sponsor of such SBC Center Event. Subject to restrictions imposed by agreements with Event Sponsors, Licensee shall have the first option to purchase admission tickets to other SBC Center Events for which Licensee desires to use the Suite; provided that Licensee must purchase at least the Minimum Number of admission tickets for such SBC Center Events. Admission tickets for any such SBC Center Event shall be priced by the sponsor or promoter of such SBC Center Event (an "Event Sponsor"). 5-2 6. POSSESSION AND USE. Licensee shall be entitled to use and possession of the Suite during the Term (except as provided in Section 16 hereof), subject to the provisions of the Agreement. Licensee and Licensee's guests shall be entitled to use the Suite at all times for which appropriate admission tickets to the Suite have been obtained. In addition, Licensee and Licensee's guests will have access to the Charter Level and Terrace Level facilities at the SBC Center (other than facilities restricted for the exclusive use of the Licensor or other suite licensees) (the "Facilities") in accordance with such procedures as shall be established by Licensor from time to time. During dates on which Pre-Season Games, Regular Season Games or other SBC Center Events occur, access to the Suite and the Suite area, as well as the Facilities, shall be controlled by Licensor and each person using such area shall be required to present a ticket for admission thereto. In addition to the access benefits described in Exhibit B hereto, Licensee shall be given access to the Suite on other dates upon such terms and conditions as Licensor, in its discretion, may permit or designate. Licensee and Licensee's guests shall be bound by and shall observe the terms and conditions upon which admission tickets to the SBC Center have been issued by the Licensor or by an Event Sponsor including, without limitation, the policy adopted by the issuer of such tickets with respect to the cancellation or postponement of the game or event. Access to the Charter Level or Terrace Level for SBC Center Events shall be shared only by persons holding appropriate tickets for admission to the Suite pursuant to the terms of the Agreement and rules and regulations established from time to time by Licensor and/or any Event Sponsor. The Agreement provides Licensee only with the right and privilege to possess and use the Suite in the manner set forth in the Agreement. 7. PARKING. Licensee shall have the right to receive, at all times during which Licensee is entitled to use the Suite under the Agreement, the number of VIP parking passes set forth in Exhibit B hereto for parking in SBC Center lots designated by Licensor from time to time. 8. SERVICES. Food and beverage services shall be provided by a caterer designated by Licensor, at prevailing rates established by such caterer, to be billed directly to Licensee. Licensee shall pay on a timely basis all charges and expenses, including applicable taxes for catering and other services, incurred by Licensee in connection with the use of the Suite by the Licensee or the Licensee's guests. No food or beverages other than those purchased from such designated caterer or from the concessionaires in the SBC Center may be brought into or be prepared or consumed in the Suite. The Licensor will be responsible for ordinary repairs and maintenance to the interior and exterior of the Suite (including ordinary cleaning, sweeping, vacuuming, trash removal, and dusting). The Licensor reserves the right to charge Licensee for, and Licensee agrees to pay for, the cost of what Licensor considers, in its sole and absolute discretion, to be extraordinary repairs, maintenance, replacements, or cleaning of the Suite resulting from any act or omission of Licensee or its guests. 9. SECURITY DEPOSIT. As security for the prompt and full payment of all fees, including the Annual License Fee, and Licensee's full and faithful performance of its obligations hereunder, Licensee will pay a security deposit in the amount and on the dates set forth in Exhibit C hereto (the "Security Deposit"). After delivering the Security Deposit to Licensor, the Security Deposit may be commingled with other of Licensor's funds and may be used by Licensor for any business purpose. If, at any time during the Term, any portion of the Annual License Fee or any other amount payable by Licensee to Licensor is not promptly paid when due, Licensor may, without prior notice and without waiving any other remedy which it may have under the Agreement, apply all or any portion of the Security Deposit to the payment of such amount. Licensee shall, upon written demand of Licensor, remit to Licensor an amount sufficient to restore the Security Deposit to the original sum deposited. Licensee's failure to do so within five (5) business days after receipt of such demand shall constitute a breach of the Agreement. If Licensee's right to use the Suite is terminated, Licensor may, at its option, apply the Security Deposit, or so much thereof as may be necessary, to compensate Licensor for any loss or damage sustained or suffered by Licensor due to Licensee's breach. Otherwise, and if Licensee complies with all terms and conditions of the Agreement, the Security Deposit shall be returned to Licensee at the end of the Term, or upon termination of the Agreement as provided in Section 15 hereof. No interest will be paid on the Security Deposit. 9-3 10. OBLIGATION TO PAY. Except as otherwise set forth herein, the obligation of Licensee to pay the Security Deposit, the Annual License Fee, food and beverage concessions charges, or other sums due to Licensor, Licensor's concessionaires, or any Event Sponsor, is independent of the liabilities or limitations of Licensor under the Agreement. Licensee shall promptly make all such payments due without any deductions, set offs, or counterclaims against such payments on account of any breach or default by or claims against Licensor or otherwise, or any breach or default by or claims against any concessionaire or any Event Sponsor. Licensee shall make all payments due to Licensor's concessionaires or any Event Sponsor without any deductions, setoffs, or counterclaims against such payments on account of any breach or default by or claims against Licensor. Nothing in this Section shall prevent Licensee from bringing an independent action against Licensor or any concessionaire or Event Sponsor. Licensor shall not be liable for, and Licensee shall not assert any deduction, set off or claim of any nature against Licensor for any act or omission of or any breach or default by any concessionaire or Event Sponsor. Licensee shall be bound by the terms and conditions established from time to time by Licensor or any Event Sponsor for cancellation or postponement of a game or event. Except as otherwise set forth in such terms and conditions, Licensor shall have no liability to Licensee on account of any such cancellation or postponement or other failure or deficiency in the conduct of such event. The Event Sponsor shall have no liability on account thereof except as otherwise provided on the tickets issued to Licensee. Licensee's rights under the Agreement, including the rights to have access to and use the Suite and the Facilities and to obtain admission to the SBC Center or the Suite, are subject to the conditions precedent of payment by Licensee to Licensor of all sums then due Licensor and upon Licensee's continued compliance with the Agreement. The Annual License Fee for the Suite will be billed to Licensee and will be due and payable at the times set forth in Exhibit C hereto. In addition, Licensee shall pay any sales, privilege, rental, use, amusement, property or other governmental taxes, impositions or assessments due on, or with respect to, the Annual License Fee or on account of the use of the Suite or the Facilities. 11. LATE FEE. Any Annual License Fee or other monetary obligation under the Agreement not paid to Licensor by the date specified in the Agreement shall bear interest accruing from such date at the rate of fifteen percent (15%) per annum or the highest rate permitted by law, whichever is less. 12. RIGHT OF FIRST REFUSAL. If not in default in the performance of Licensee's obligations under the Agreement, Licensee shall have the right of first refusal to renew this License after the expiration of the Term at such Annual License Fee and on such other terms and conditions as Licensor may, in its sole discretion, determine. Licensor shall submit to the Licensee an agreement, which sets forth the Annual License Fee and other terms and conditions established by Licensor for the renewal license. Licensee may exercise, if at all, its right of first refusal by executing and returning such agreement to Licensor, together with any deposit or other payment which may be required thereunder, within thirty (30) days after the agreement is sent to Licensee by Licensor. 13. COVENANTS OF LICENSEE. Licensee covenants and agrees with Licensor as follows: (a) Except for ordinary wear and tear, Licensee will reimburse the Licensor for the repair of any damage caused to the Suite or the Licensor's property in the Suite by Licensee or any of Licensee's guests or invitees. (b) Licensee shall abide by, and shall notify and require its guests and invitees to abide by, such rules and regulations as Licensor shall establish from time to time concerning the use and occupancy of the Suite and the SBC Center. 13-4 (c) Licensee and Licensee's guests and invitees shall at all times maintain proper decorum while using the Suite. Licensee shall be held responsible for its actions as well as those of its guests and invitees including, but not limited to, actions arising from the consumption of alcoholic beverages. Should Licensee or any of Licensee's guests or invitees create a disturbance or cause objects to be thrown or dropped from the Suite, the Licensor shall have the right to eject the parties responsible for such action, or all the persons in the Suite, from the confines of the SBC Center, or exercise any of the Licensor's rights upon default in accordance with the provisions of Section 14 hereof including, without limitation, termination of the Agreement. Licensee and Licensee's guests and invitees shall comply with all applicable present and future laws, ordinances, orders, rules and regulations (including those promulgated by the NBA) and shall not permit any violation thereof. (d) Licensee and Licensee's guests and invitees shall not bring into the SBC Center any alcoholic or intoxicating beverage, any illegal drugs or, except as prescribed by a physician, any controlled substance. (e) Licensee and Licensee's guests and invitees shall not permit the Suite to be used for any illegal, improper, immoral or objectionable purpose, or in any way obstruct or interfere with the rights of any other licensees. (f) Licensee and Licensee's guests and invitees shall not film, record