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                                  Exhibit 10.22

                            UNSECURED PROMISSORY NOTE

                                                           San Diego, California
                                                                October 25, 1999
                                                                     Page 1 of 2


         FOR VALUE RECEIVED, the undersigned, BoysToys.com, Inc., a Delaware
corporation (hereinafter called "Maker"), promises to pay to the order of Ralph
M. Amato (together with all subsequent holders of this Note, hereinafter called
"Payee"), or at such other place as Payee may from time to time designate in
writing, the principal sum of the $70,000 together with interest thereon
calculated on a daily basis (based, at Payee's option, on 360- day or
365/366-day years) from the date hereof on the principal balance from time to
time outstanding (the "Principal Amount") as hereinafter provided, principal,
interest and all other sums payable hereunder to be paid in lawful money of the
United States of America as follows:

                  A. Interest shall accrue at all times hereunder at the rate of
         twelve percent (10%) per annum commencing upon the execution of this
         Note, and shall be payable quarterly on or before the tenth day of the
         month of September, December, March, and June and continuing thereafter
         until this Note is paid in full.

                  B. The amount of the monthly payment shall be equal to the
         amount of interest on the principal balance.

                  C. If not earlier due and payable, the unpaid principal
         balance, all accrued and unpaid interest and all other amounts payable
         hereunder shall be due and payable in full on or before October 25,
         2000 (the "Maturity Date").

         Maker agrees to an effective rate of interest that is the rate stated
above plus any additional rate of interest resulting from any other charges in
the nature of interest paid or to be paid by or on behalf of Maker, or any
benefit received or to be received by Payee, in connection with this Note.

         If any payment required under this Note is not paid within fifteen (15)
days after the date such payment is due, then, at the option of Payee, Maker
shall pay a "late charge" equal to two percent (2%) of the amount of that
payment to compensate Payee for administrative expenses and other costs of
delinquent payments. This late charge may be assessed without notice, shall be
immediately due and payable and shall be in addition to all other rights and
remedies available to Payee.

         All payments on this Note shall be applied in such manner as Payee
elects, and may be applied first to the payment of any costs, penalties, late
charges, fees or other charges incurred in connection with the indebtedness
evidenced hereby, next to the payment of accrued interest and then to the
reduction of the principal balance.

         This Note and all other documents or instruments relating to the
indebtedness evidenced by this Note or executed or delivered in connection with
the indebtedness evidenced by this Note are hereinafter called the "Loan
Documents."

         Time is of the essence of this Note. At the option of Payee, the entire
unpaid principal balance, all accrued and unpaid interest and all other amounts
payable hereunder shall become immediately due and payable without notice upon
the failure to pay any sum due and owing hereunder as provided herein or upon
the occurrence of any Event of Default in any of the Loan Documents.


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         The occurrence of any of the following events or conditions shall
constitute and is hereby defined to be an "Event of Default":

                  (a) Any failure to pay any principal or interest or any other
         amount due in connection with this Note when the same shall become due
         and payable.

         This Note shall be binding upon Maker and its successors and assigns
and shall inure to the benefit of Payee and its successors and assigns.

         All notices required or permitted in connection with this Note shall be
given at the place and address as separately provided by each party to this
Note.

         This Note shall be governed by and construed according to the laws of
the State of Delaware.

         IN WITNESS WHEREOF, these presents are executed as of the date first
written above.

                                            MAKER:

                                            BOYSTOYS.COM, INC.
                                            (a Delaware corporation)



                                            By:      /s/ Michael Potter
                                                     ------------------
                                                     Michael Potter, Director