<PAGE>   1
                                                                    EXHIBIT 10.3

USTRUST                                                 LOAN AGREEMENT




THIS AGREEMENT made this 29th day of December, 1999, by and between
LearningExpress.com LLC, a Delaware corporation with an address and principal
place of business at 29 Buena Vista Street, Ayer, Massachusetts 01432
(hereinafter called the "BORROWER") and USTrust, a Massachusetts trust company
with a usual place of business at 30 Court Street, Boston, Massachusetts, 02108.

                              W I T N E S S E T H :

 The following constitutes the agreement of the parties:

                                    SECTION 1

                     AMOUNT AND TERMS OF CREDIT AND INTEREST
                                  THE TERM LOAN

 1.1 Subject to the terms and conditions of this Agreement, the Bank will make a
term loan to the Borrower on the date of execution of this Agreement (the
"LOAN"), in the amount of seven hundred fifty thousand ($750,000.00) dollars, as
evidenced by a Secured Term Note of even date in the original principal amount
of $ 750,000.00 (the "TERM NOTE").

       1.2 Interest on the principal balance of the Term Loan shall be payable
monthly in arrears commencing on the first day of the first month next
succeeding the date hereof at the fixed rate of nine percent (9%) per annum.

       Interest shall be computed on the basis of a 360-day year, for the actual
number of days elapsed. Default interest shall be charged in accordance with the
terms of the Term Note.

       1.3 The Term Loan shall be payable (after six (6) consecutive monthly
installments of interest only) in sixty (60) consecutive monthly installments of
principal and interest in the amount of $15,568.77 each (except the last
payment, which shall be in the amount of the outstanding principal balance,
together with accrued but unpaid interest thereon), with payments to be made
monthly in arrears on the first day of each month. On any date on which a
payment of interest or principal is due hereunder, the Bank may charge the
Borrower's demand deposit account(s) with the amount thereof. The failure of the
Bank so to charge such account shall not relieve the Borrower of its obligations
to make payments hereunder.

       1.4 The Bank need not enter payments of interest and principal upon the
Term Note, but may maintain a record thereof on a separate ledger maintained by
the Bank.


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       1.5 All of the Borrower's obligations to the Bank, of every kind and
description, including those arising under this Agreement, direct or indirect,
absolute or contingent, due or to become due, now existing or hereafter arising,
regardless of how they arise or by what agreement or instrument they may be
evidenced, including those arising under any other agreements, instruments or
documents executed in conjunction herewith, or whether evidenced by an agreement
or instrument, including obligations to perform acts and refrain from taking
action, as well as obligations to repay the Loans, shall constitute the
Borrower's "LIABILITIES" to the Bank, as the same may be modified, amended,
replaced or extended from time to time.

       1.6 The Term Note is incorporated herein to the same extent as if it was
set forth in full in this Agreement.

                                    SECTION 2

                         WARRANTIES AND REPRESENTATIONS

      2.1 To induce the Bank to enter into this Loan Agreement and to make the
Loan, the Borrower warrants and represents that, as of this date:

      (a)   The Borrower is a duly organized and existing limited liability
            company under the laws of the State of Delaware and is in good
            standing under the laws of said State of Delaware.

      (b)   The Borrower is duly qualified to do business and in good standing
            as a foreign limited liability company in each state or other
            jurisdiction where the nature of the business conducted by it or the
            property owned by it requires such qualification.

      (c)   The Borrower has good and clear record and marketable title to all
            properties and assets which it purports to own, free and clear of
            all mortgages, liens, pledges, charges, security interests and
            encumbrances, other than those being granted to the Bank, if any,
            and those reflected on EXHIBIT A attached hereto.

      (d)   The Borrower owns and holds or leases all real and personal property
            necessary or incidental to the present conduct of its business,
            including, without limitation, patents, trademarks, service marks,
            trade names, copyrights and licenses and other rights with respect
            to the foregoing.

      (e)   All books and records of the Borrower, including, but not limited
            to, books of account, are accurate and reflect all matters and
            transactions which should currently be reflected therein.

      (f)   The general nature of the Borrower's business is as


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            set forth on EXHIBIT A attached hereto.

      (g)   The Borrower has no subsidiaries and no investments in the stock or
            securities of any other corporation, firm, trust or other entity,
            except as set forth on EXHIBIT A.

      (h)   Except as set forth on EXHIBIT A, there are no actions, suits,
            investigations or proceedings pending, or to the knowledge of the
            Borrower threatened, against the Borrower or any of its properties
            in any court, before any governmental authority, arbitration board,
            or any other tribunal which, singly or in the aggregate, if decided
            adversely to the Borrower, would materially and adversely affect the
            business, properties or condition (whether financial or otherwise)
            of the Borrower. The Borrower is not, nor by execution and delivery
            of this Agreement and the performance of its obligations hereunder
            (with or without the passage of time) will the Borrower be in
            default with respect to any order of any court, governmental
            authority, arbitration board or other tribunal.

      (i)   The Borrower has furnished to the Bank the financial statements for
            the time period indicated on EXHIBIT A attached hereto. Said
            statements fairly present the condition of the Borrower at the dates
            thereof, and the statements of operation contained therein fairly
            present the results of the operations of the Borrower for the
            periods indicated, all in conformity with generally accepted
            accounting principles consistently applied.

      (j)   Except to the extent reflected or reserved against in the financial
            statements referred to above, the Borrower, as of the date of said
            financial statements, had no liabilities of any nature, whether
            accrued, absolute, contingent or otherwise, including, without
            limitation, tax liabilities, due or to become due, or arising out of
            transactions entered into or any state of facts existing prior
            thereto.

      (k)   Since the date of the financial statements referred to in Section
            2.1(i), and except as shown on EXHIBIT A, and except as to assets
            transferred to the Borrower, there has not been:

            (i)   any change in the condition of the Borrower's assets or
                  liabilities, other than changes in its ordinary course of
                  business, none of which has been materially adverse, nor has
                  there been any depletion of cash or decrease of working
                  capital which has been materially adverse;


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            (ii)  any damage, destruction or loss, whether or not covered by
                  insurance, materially and adversely affecting the Borrower's
                  properties or business;

            (iii) any declaration of, setting aside of, or making of a payment
                  of any dividend or other distribution with respect to the
                  Borrower's capital stock or any direct or indirect redemption,
                  purchase or other acquisition of any such stock, except for
                  distributions to its stockholders to satisfy federal and state
                  tax liabilities on undistributed income (if Borrower is a
                  Subchapter "S" corporation); or

            (iv)  any materially adverse:

                  (1)   controversy with any labor organization or employees;

                  (2)   claim or controversy involving any federal, state or
                        local governmental agencies; or

                  (3)   other event or condition materially affecting the
                        business or properties of the Borrower.

      (l)   The Borrower has filed all federal and state income tax returns,
            excise tax returns, and all other tax returns of every kind and
            nature which are required to be filed by the Borrower as of the date
            hereof and has paid all taxes shown to be due on said returns.

      (m)   The Borrower keeps all records concerning its accounts (as said term
            is defined in the Massachusetts Uniform Commercial Code) and has its
            chief executive office and principal place of business at the
            address set forth at the beginning of the Agreement. The Borrower
            has no other addresses at which the Borrower has an office, conducts
            business or at which any of the Borrower's property is located
            except as set forth on EXHIBIT A.

      (n)   The execution and delivery of this Agreement, the borrowing by the
            Borrower as herein provided, the execution and delivery by the
            Borrower of all instruments, agreements and documents of every kind
            and nature pursuant hereto and the performance by the Borrower of
            all of its obligations to the Bank hereunder have been duly
            authorized by the Manager of the Borrower and, to the extent
            required by law or otherwise, and this Agreement and all
            instruments, agreements and documents executed pursuant hereto are
            valid and binding obligations of the Borrower enforceable in
            accordance with their terms except to the extent such enforceability
            may be limited by laws of general application affecting the rights
            of


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            creditors.

      (o)   There is no provision in the Limited Liability Company Operating
            Agreement of the Borrower, or any indenture, contract or agreement
            to which it is a party or by which it is bound, which prohibits the
            execution and delivery of this Agreement or the performance by the
            Borrower of its obligations hereunder.

      (p)   No event has occurred and no condition exists, which, upon the
            execution and delivery of this Agreement would constitute a default
            or an Event of Default hereunder. Neither the nature of the Borrower
            or any of its business or properties, nor any relationships between
            the Borrower and any other person, nor any circumstances in
            connection with the execution or delivery of this Agreement, is such
            as to require a consent, approval, or authorization of or filing,
            registration, or qualification with, any governmental authority on
            the part of the Borrower as a condition of the execution and
            delivery of this Agreement or any other instrument, agreement or
            document contemplated hereby, or the performance by the Borrower of
            its obligations hereunder or thereunder.

      (q)   The Borrower has no pension, profit sharing, stock option, Employee
            Stock Ownership Trust ("ESOT"), insurance or other similar plan
            providing for a program of deferred compensation or benefits for any
            employee or officer, except as indicated on EXHIBIT A hereto.


                                    SECTION 3

                              AFFIRMATIVE COVENANTS

      3.1 The Borrower will duly and punctually pay all interest and principal
becoming due to the Bank and will duly and punctually perform all things on its
part to be done or performed under this Agreement, or pursuant to any
instrument, document or agreement executed pursuant hereto.

      3.2 The Borrower will, at all times, keep proper books of account in which
full, true and correct entries will be made of its transactions in accordance
with generally accepted accounting principles consistently applied.

      3.3 The Borrower will, at all reasonable times, make its books and records
available, in its offices, for inspection, examination and copying by the Bank
and the Bank's representatives and will, at all reasonable times, permit
inspection of its properties by the Bank and the Bank's representatives.

      3.4 The Borrower will, from time to time, furnish the Bank with such
information and statements as the Bank may reasonably request and with copies of
all financial statements and reports that it shall send or make available to its
members.


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      3.5 The Borrower will furnish the Bank monthly, within twenty (20) days
after the close of each fiscal monthly period, commencing with the monthly
period in which this Agreement is executed, a balance sheet and income and
surplus statement reflecting the financial condition of the Borrower at the end
of each such period and the results of its operation during each such period.
Each statement shall also contain comparative statements for the same period
during the prior fiscal year. Each balance sheet and income and surplus
statement is to be certified by the Manager of the Borrower, such certification
to state that such balance sheet and income and surplus statement fairly present
the financial condition and the result of operations of the Borrower at the end
of such period and during such period in accordance with generally accepted
accounting principles consistently applied, subject, however, to ordinary
year-end adjustments, none of which will be materially adverse.

      3.6 The Borrower will furnish the Bank annually, within ninety (90) days
after the close of each fiscal year, a balance sheet and income and surplus
statement reflecting the financial condition of the Borrower at the end of each
such fiscal year and the results of its operation during such fiscal year. Each
such statement shall also contain comparative statements for the prior fiscal
year. Each such balance sheet and income and surplus statement is to be audited
by an independent certified public accountant satisfactory to the Bank with an
audit quality statement to be issued by the accountant and signed by the Manager
of the Borrower representing that neither the accounting firm nor the Manager of
the Borrower is aware of any material modifications necessary to the financial
statements for them to be in conformity with generally accepted accounting
principles consistently applied.

      3.7 The Borrower shall cause Sharon DiMinico, Louis DiMinico, The Learning
Express, Inc. and Toy Building, LLC, the Guarantors, to furnish their personal
financial statement and tax return with original signatures to the Bank
annually, not later than April 30th of each year, in form and substance
satisfactory to Bank.

      3.8 The Borrower shall make its books and records available to the Bank
for audit at any time and from time to time at the Bank's discretion and at the
Borrower's expense, provided, however, that absent the reoccurrence of an Event
of Default hereunder, Borrower shall not be responsible for the cost of more
than one (1) audit per fiscal year.

      3.9 The Borrower will maintain its existence in good standing, comply with
all laws and regulations of the United States, of any state or states thereof,
of any political subdivision thereof and of any governmental authority which may
be applicable to the Borrower or to the Borrower's business.

      3.10 The Borrower will pay all real and personal property taxes,
assessments and charges and all franchise, income, unemployment, old age
benefit, withholding, sales and other taxes assessed against it or payable by it
at such times and in such manner to prevent any


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penalty from accruing or any lien or charge from attaching to its properties.
The provisions of this section, however, shall not preclude the Borrower from
contesting in good faith and diligently prosecuting any such tax, provided,
however, that the Borrower shall, upon request of the Bank, deposit with the
Bank funds sufficient to discharge such tax in the event such contest is
resolved against the Borrower. The Borrower shall not be in default under this
Section by reason of the existence of a lien for taxes not then due.

      3.11 The Borrower will put and maintain its properties in good repair,
working condition and order and, from time to time, make all needful and proper
repairs, renewals and replacements.

      3.12 The Borrower will maintain insurance at all times covering such risks
and in such amounts as the Bank may reasonably require in accordance with
industry standards, all such insurance to be in such form and for such periods
and written by such companies as shall be reasonably acceptable to the Bank.

      3.13 The Borrower will pay or reimburse the Bank, on demand, for all
expenses (including, without limitation, reasonable counsel fees and expenses)
incurred or paid by the Bank in connection with the preparation, amendment,
interpretation, extension or negotiation of this Agreement, and any instrument,
agreement or document to be delivered pursuant hereto; the enforcement by the
Bank of its rights as against the Borrower or any other person primarily or
secondarily liable to the Bank hereunder or thereunder; the administration,
supervision, protection or realization on any Collateral held by the Bank as
security for any obligation of the Borrower or any other person primarily or
secondarily liable with respect thereto and in the defense of any action against
the Bank with respect to its rights or liabilities hereunder or thereunder.

      3.14 The Borrower will punctually and promptly make all payments and
perform all other obligations which may be required of it with respect to any
indebtedness (whether for money borrowed, goods purchased, services rendered or
however such indebtedness may otherwise arise) owing to persons, firms or
corporations other than the Bank, including, without limitation, indebtedness
which may be secured by a security interest in assets of the Borrower or
property of the Borrower, and all obligations under the terms of any lease in
which the Borrower is the lessee. The provisions of this section shall not
preclude the Borrower from contesting in good faith and diligently prosecuting
any such indebtedness or obligation.

      3.15 The Borrower shall pay or cause to be paid when due all amounts
necessary to fund in accordance with their terms all the Borrower's deferred
compensation plans whether now in existence or hereafter created, and the
Borrower will not withdraw from participation in, permit the termination or
partial termination of, or permit the occurrence of any other event with respect
to any deferred compensation plan maintained for the benefit of its employees
under circumstances that could result in liability to the Pension Benefit
Guaranty Corporation, or any of its successors or assigns, or to the entity
which provides funds for such deferred


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<PAGE>   8
compensation plan.

      3.16 The Borrower shall maintain its primary operating accounts at the
Bank.

                                    SECTION 4

                               NEGATIVE COVENANTS

      4.1 The Borrower will not issue evidences of indebtedness or create,
assume, become contingently liable for, or suffer to exist indebtedness in
addition to indebtedness to the Bank, except for debt to its officers and
members that is subordinated to the Loans on terms satisfactory to the Bank (the
"SUBORDINATED DEBT"); provided, however, that the Borrower may incur liabilities
which are incurred or arise in the ordinary course of the Borrower's business
(other than liabilities incurred or arising with respect to money borrowed) and
purchase money security interests in acquired assets as reflected on EXHIBIT A.

      4.2 The Borrower will not make any loans or advances to any individual,
firm or corporation, including, without limitation, its members and employees;
provided, however, that the Borrower may make advances to its employees,
including its members, with respect to expenses incurred by such employees,
which expenses are reimbursable by the Borrower and directly related to the
conduct of the Borrower's business.

      4.3 The Borrower will not invest in or purchase any stock or securities of
any individual, firm or corporation, except for short term "overnight"
financing; provided, however, the Borrower may invest in direct obligations of
the United States of America having a maturity of one year or less from the date
of investment.

      4.4 The Borrower will not merge or consolidate or be merged or
consolidated with or into any other corporation.

      4.5 The Borrower will not sell or dispose of any of its assets except for
sales of inventory in the ordinary and usual course of its business; provided,
however, that the Borrower may dispose of (or trade in) equipment which is no
longer required for the conduct of the Borrower's business so long as the
Borrower receives therefor a sum (or credit) substantially equal to such
equipment's fair value.

      4.6 Except as set forth on EXHIBIT A, the Borrower will not grant or
suffer to exist any mortgage, pledge, title retention agreement, security
interest, lien, charge or encumbrance with respect to any of its assets,
tangible or intangible, whether now owned or hereafter acquired, or subject any
of such assets to the prior payment of any indebtedness, or transfer in any
manner any of such assets with the intent or purpose, directly or indirectly, of
subjecting such assets to the payment of indebtedness.

      4.7 The Borrower will not engage in any business other than the business
in which it is currently engaged or a business reasonably allied thereto.


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                                    SECTION 5

                             SECURITY AND GUARANTIES

      5.1 The Bank shall have and hold as security for the repayment of the
Loans and all other Liabilities of the Borrower to the Bank a security interest
in substantially all of the Borrower's business assets (the "COLLATERAL"), and
the Borrower will execute and deliver all agreements, instruments and documents,
in form and substance satisfactory to the Bank, to establish, create and perfect
the same, including, without limitation, a Security Agreement (All Assets) of
even date (the "SECURITY AGREEMENT").

      5.2 The Loans will be guaranteed on an unlimited basis by Sharon DiMinico,
Louis DiMinico, Toy Building, LLC and The Learning Express, Inc. (each and
together the "GUARANTOR") by guarantys of even date.

      5.3 Any and all deposits or other sums at any time credited by or due from
the Bank to the Borrower shall at all times constitute additional security for
all obligations of the Borrower to the Bank and may be set off against any such
obligations at any time after the occurrence of an Event of Default, as
applicable, whether or not security held by the Bank is deemed to be adequate.
Any and all instruments, documents, policies and certificates of insurance,
securities, goods, accounts receivable, choses in action, chattel paper, cash,
property and the proceeds thereof owned by the Borrower or in which the Borrower
has an interest, which now or hereafter are at any time in possession or control
of the Bank or in transit by mail or carrier to or from the Bank or in the
possession of any third party acting in the Bank's behalf, without regard to
whether the Bank received the same in pledge, for safekeeping, as agent for
collection or transmission or otherwise or whether the Bank has conditionally
released the same, shall constitute additional security for such obligations and
may be applied at any time after the occurrence of an Event of Default, as
applicable, to such obligations, whether due or not.


                                    SECTION 6

                                     DEFAULT

      6.1 The occurrence of any of the following events (after the expiration of
any applicable grace period) shall be an Event of Default hereunder:

      (a)   The Borrower shall fail to pay any installment of principal or
            interest on account of the Loans when such payment is due, or on
            demand, if such payment is due on demand.

      (b)   The Borrower shall fail to observe or perform any covenant or
            agreement contained in this Agreement or in any instrument,


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            document or agreement executed pursuant hereto and the expiration of
            thirty (30) days from such failure.

      (c)   Any warranty, representation or statement made or furnished to the
            Bank by or on behalf of the Borrower proves to have been false in
            any material respect when made or furnished.

      (d)   Any event which results in the acceleration of the maturity of the
            indebtedness of the Borrower to others in excess of $10,000.00 under
            any indenture, agreement, undertaking or otherwise.

      (e)   Death, dissolution, termination of existence, insolvency, or
            business failure of the Borrower or any Guarantor, provided,
            however, that the death of a Guarantor shall not constitute an Event
            of Default hereunder if: within sixty (60) days of the death of any
            Guarantor, the Borrower provides the Bank with a substitute
            Guarantor acceptable to the Bank and/or provides the Bank with a
            plan for the continued future business operations of the Borrower,
            acceptable to the Bank in all respects, and the Bank remains
            satisfied with collateral for the Loan, the remaining Guarantor's
            support of the Loan and the financial condition of the Borrower.

      (f)   The Borrower shall: (i) cease, be unable, or admit in writing its
            inability to pay its debts as they mature, or make a general
            assignment for the benefit of, or enter into any composition, trust
            mortgage or other arrangement with creditors; (ii) apply for, or
            consent (by admission of material allegations of a petition or
            otherwise) to the appointment of a receiver, trustee or liquidator
            of the Borrower or of a substantial part of its assets, or authorize
            such application or consent, or proceedings seeking such appointment
            shall be commenced against the Borrower and continue undismissed for
            sixty (60) days; or (iii) apply for, or consent (by admission of
            material allegations of a petition or otherwise) to the application
            of any bankruptcy, reorganization, readjustment of debt, insolvency,
            dissolution, liquidation or other similar law of any jurisdiction,
            or authorize such application or consent, or proceedings to such end
            shall be instituted against the Borrower and remain unstayed and
            undismissed for sixty (60) days, be approved as properly instituted
            or result in adjudication of bankruptcy or insolvency. Upon the
            filing of any involuntary petition, Bank's agreement to consider
            making additional Loans hereunder shall be delayed until such time
            as such proceedings have been dismissed, whereupon, if such
            proceedings have not been dismissed then Bank's agreement to
            consider making additional Loans hereunder shall terminate.

      (g)   The calling or sufferance by the Borrower of a meeting of the
            creditors of the Borrower or the occurrence of a meeting by the
            Borrower or a representative thereof with a formal or informal
            committee of creditors of the Borrower.


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<PAGE>   11
      (h)   Termination of any guaranty by any Guarantor.

      (i)   The occurrence of any of the foregoing events by The Learning
            Express, Inc. as if that entity was the Borrower hereunder,
            including an Event of Default under the financial covenants
            contained in Section 4 of the Loan Agreement between The Learning
            Express, Inc. and the Bank, as may be amended.

      (j)   The occurrence of any of the foregoing events by Toy Building, LLC
            as if that entity was the Borrower hereunder.

      6.2 Upon the occurrence of any Event of Default, all Liabilities of the
Borrower to the Bank shall, at the Bank's option and without notice or demand,
and notwithstanding any terms of payment in any note or other instrument
evidencing such Liabilities, become immediately due and payable, and any
obligation of the Bank to consider making Loans pursuant to Section 1 shall
terminate.

                                    SECTION 7

                                     NOTICE

      7.1 All notices and other communications hereunder shall be made by
telegram, telex, electronic transmitter, overnight air courier, or certified or
registered mail, return receipt requested, and shall be deemed to be received by
the party to whom it was sent one (1) business day after sending, if sent by
telegram, telex, electronic transmitter, or overnight air courier, and three (3)
business days after mailing if sent by certified or registered mail. All such
notices and other communications to a party hereto shall be addressed to such
party at the address set forth at the beginning of this Agreement or to such
other address as such party may designate for itself in a notice to the other
party given in accordance with this section.

      7.2 The addresses to which such communications shall be sent are as
follows:

(a)   If intended for the Borrower, to:

       LearningExpress.com LLC
        29 Buena Vista Street
        Ayer, MA 01432
        Attn: Sharon DiMinico, Manager
        Telephone: (978) 889-1000
        Fax: (978) 889-1010

        with copies to:

       Kitt Sawitsky, Esq.
        Goulston & Storrs, PC
        400 Atlantic Avenue
        Boston, MA 02110
        Telephone: (617) 482-1776
        Fax: (617) 574-4112


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<PAGE>   12
 (b) If intended for the Bank, to:

       USTrust
        97 Lowell Road
        Concord, MA 01742
        Attn: Christopher J. Degenhardt, Vice President
        Telephone: (978) 371-3426
        Fax: (978) 371-3434


        with copies to:

       Brian T. Garrity, Esq.
        Shapiro, Israel & Weiner, P.C.
               100 North Washington Street
               Boston, MA 02114
        Telephone: (617) 742-4200
        Fax: (617) 742-2355

      7.3 The addresses set forth herein may be changed by notice hereunder.

                                    SECTION 8

                                  MISCELLANEOUS

      8.1 The Borrower will from time to time execute and deliver to the Bank
all such other and further instruments and documents and take or cause to be
taken all such other and further action as the Bank may reasonably request in
order to effect and confirm or vest more securely in the Bank all rights
contemplated in this Agreement.

      8.2 The Borrower may take any action herein prohibited or omit to perform
any act required to be performed by the Borrower if the Borrower shall obtain
the Bank's prior written consent to each such action, or omission to act. No
waiver on the Bank's part on any one occasion shall be deemed a waiver on any
other occasion. The Bank shall not be deemed to have waived any of its rights
hereunder unless such waiver shall be in writing and duly signed by an
authorized officer of the Bank.

      8.3 This Agreement may be amended only by an instrument in writing and
duly signed by the Borrower and an authorized officer of the Bank.

      8.4 All covenants, agreements, representations and warranties contained in
this Agreement shall bind the Borrower, its respective successors and assigns,
and shall inure to the Bank's benefit and the benefit of the Bank's successors
and assigns, whether expressed or not.

      8.5 All rights of the Bank hereunder shall be cumulative. The Bank shall
not be required to have recourse to any Collateral before enforcing its rights
or remedies against the Borrower or any


                                      -12-
<PAGE>   13
Guarantor. The Borrower and any Guarantor hereby waives presentment and protest
of any instrument and any notice thereof.

      8.6 If any provisions of this Agreement shall be held to be illegal or
unenforceable, such illegality or unenforceability shall relate solely to such
provision and shall not affect the remainder of this Agreement.

      8.7 This Agreement shall be construed and enforced in accordance with the
laws of the Commonwealth of Massachusetts.

      8.8 This Agreement shall take effect as an instrument under seal.

      8.9 BORROWER AND BANK EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVES ANY RIGHT IT MAY HAVE OR HEREAFTER HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
Borrower hereby certifies that neither Bank nor any of its representatives,
agents or counsel has represented, expressly or otherwise, that Bank would not,
in the event of any such suit, action or proceeding, seek to enforce this waiver
of right to trial by jury. Borrower acknowledges that Bank has been induced to
enter into this Agreement by, among other things, this waiver. Borrower
acknowledges that it has read the provisions of this Agreement and in
particular, this Section; has consulted legal counsel; understands the right it
is granting in this Agreement and is waiving in this Section in particular, and
makes the above waiver knowingly, voluntarily and intentionally.

      8.10 Borrower and Bank agree that any action or proceeding to enforce or
arising out of this Agreement may be commenced in any court of the Commonwealth
of Massachusetts sitting in the counties of Suffolk or Middlesex, or in the
District Court of the United States for the District of Massachusetts, and
Borrower waives personal service of process and agrees that a summons and
complaint commencing an action or proceeding in any such court shall be properly
served and confer personal jurisdiction if served by registered or certified
mail to Borrower or as otherwise provided by the laws of the Commonwealth of
Massachusetts or the United States of America.

      8.11 The exhibit annexed hereto as EXHIBIT A is the only exhibit to be
annexed to this Agreement, and the material contained therein shall be
incorporated herein.

      8.12 The captions herein contained are inserted as a matter of convenience
only and such captions do not form a part of this Agreement and shall not be
utilized in the construction hereof.


WITNESS:                      USTRUST
(AS TO BOTH)                  By: /s/ Christopher J. Degenhardt
                                  --------------------------------------
                                      Christopher J. Degenhardt,
                                      Vice President


/s/ Brian T. Garrity
---------------------
    Brian T. Garrity



                                      -13-
<PAGE>   14
                             LEARNINGEXPRESS.COM LLC


By: /s/ Sharon DiMinico
    ------------------------------------
        Sharon DiMinico, Manager




                                    EXHIBIT A


2.1(c)     Encumbrances



SECURED PARTY OR LESSOR:              COLLATERAL:






2.1(f)     General Nature of Borrower's Business



2.1(g)     Subsidiaries and Investments



2.1(h)     Litigation



2.1(i)     Date and Period Covered of Most Recent Financial
           Statements Furnished to the Bank



2.1(k)     Material Changes in Operations



2.1(m)     Other Locations



2.1(q)     Deferred Compensation Plans



                                      -14-