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                                  Exhibit 10.24

                            UNSECURED PROMISSORY NOTE

                                                       San Francisco, California
                                                                January 21, 2000
                                                                     Page 1 of 4

         FOR VALUE RECEIVED, the undersigned, BoysToys.com, Inc., a Delaware
corporation (hereinafter called "Maker"), promises to pay to the order of Lewis
Chin with principal address at 17 Jacqueline Court, Daley City, California 94014
(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 One Hundred Thousand Dollars ($100,000) together with interest
thereon (as calculated pursuant to Paragraph "B." herein) 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 on the Principal Amount and in lieu
         of all amounts that payable as interest, the Company shall, on March
         24, 2000 (the "Maturity Date"), pay and deliver to Payee a stock
         certificate representing fifty thousand (50,000) shares of the common
         stock (par value $0.01) of Maker (the "Interest"). Said stock
         certificate shall be impressed with a restricted securities legend in
         accordance with the SECURITIES ACT OF 1933.

                  B. 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 the Maturity Date.

                  C. Maker agrees that, on or before the Maturity Date, to repay
         the Principal Amount of this Note by assigning to Payee all of the
         proceeds of certain loan proceeds received by Maker from certain
         equipment loans.

         If any payment required under this Note is not paid within thirty (30)
days after the date such payment is due, then, at the option of Payee, Maker
shall pay a "late charge" equal to five percent (5%) of the amount of that
payment plus an amount equal to two percent (2%) of the Principal Amount for
each month thereafter with both of said amounts paid 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 and then to the reduction of the principal balance. Payee
acknowledges that he is an Accredited Investor (as that term is defined under
Rule 501 of Regulation D of the SECURITIES ACT OF 1933). 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.

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


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                  (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.

                  (b) Any failure or neglect to perform or observe any of the
         terms, provisions, or covenants of any of the Loan Documents or any
         other document or instrument executed or delivered in connection with
         the Note, and such failure or neglect either cannot be remedied or, if
         it can be remedied, it continues unremedied for a period of thirty (30)
         days after notice thereof to Maker.

                  (c) Any warranty, representation or statement contained in any
         of the Loan Documents or any other document or instrument executed or
         delivered in connection with this Note, or made or furnished by or on
         behalf of Maker, that shall be or shall prove to have been false when
         made or furnished.

                  (d) The filing by Maker, any endorser of the Note or any
         guarantor of this Note (or against Maker or such endorser or guarantor
         in which Maker or such endorser or guarantor acquiesces or which is not
         dismissed within forty-five (45) days after the filing thereof) of any
         proceeding under the federal bankruptcy laws now or hereafter existing
         or any other similar stature now or hereafter in effect; the entry of
         an order for relief under such laws with respect to Maker or such
         endorser or guarantor; or the appointment of a receiver, trustee,
         custodian or conservator of all or any part of the assets of Maker or
         such endorser or guarantor.

                  (e) The insolvency of Maker, any endorser of the Note or any
         guarantor of this Note; or the execution by Maker or such endorser or
         guarantor of an assignment for the benefit of creditors; or the
         convening by Maker or such endorser or guarantor of a meeting of its
         creditors, or any class thereof, for purposes of effecting a moratorium
         upon or extension or composition of its debts; or the failure of Maker
         or such endorser or guarantor to pay its debts as they mature; or if
         Maker or such endorser or guarantor is generally not paying its debts
         as they mature.

                  (f) The admission in writing by Maker, any endorser of the
         Note or any guarantor of this Note that it is unable to pay its debts
         as they mature or that it is generally not paying its debts as they
         mature.

                  (g) The death or incapacity of Maker, any endorser of the Note
         or any guarantor of this Note, if an individual, or the liquidation,
         termination or dissolution of Maker or any such endorser or guarantor,
         if a corporation, partnership or joint venture.

                  (h) The occurrence of any Event of Default under any of the
         Loan Documents or any other document or instrument executed or
         delivered in connection with this Note; and not otherwise specifically
         described in other provisions of this Note.

                  (i) The occurrence of any adverse change in the financial
         condition of Maker that Payee, in its reasonable discretion, deems
         material, or if Payee in good faith shall believe that the prospect of
         payment or performance of the Note is impaired.

         Maker shall pay all costs and expenses, including reasonable attorneys'
fees and court costs, incurred in the collection or enforcement of all or any
part of this Note. All such costs and expenses shall be secured by the Loan
Documents. In the event of any court proceedings, court costs and attorneys'
fees shall be set by the court and not by jury and shall be included in any
judgement obtained by Payee.

         Upon the occurrence of an Event of Default under this Note or in any of
the other Loan


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Documents, Payee may proceed against any collateral securing this Note or
proceed against the undersigned in such order and manner as Payee, in its sole
discretion, shall determine, provided that under no circumstance shall Payee be
obligated to proceed against any collateral or against the undersigned for
collection of any sums due hereunder.

         Failure of Payee to exercise any option hereunder shall not constitute
a waiver of the right to exercise the same in the event of any subsequent
default or in the event of the continuance of any existing default after demand
for strict performance hereof.

         Maker, sureties, guarantors and endorsers hereof: (a) agree to be
jointly and severally bound, (b) severally waive demand, diligence, presentment
for payment, protest and demand, and notice of extension, dishonor, protest,
demand and nonpayment of this Note, (c) consent that Payee may extend the time
of payment or otherwise modify the terms of payment of any part or the whole of
the debt evidenced by this Note, at the request of any other person primarily
liable hereon, and such consent shall not alter nor diminish the liability of
any person, and (d) agree that Payee may set off at any time any sums or
property owed to any of them by Payee.

         No provision of this Note is intended to or shall require or permit
Payee, directly or indirectly, to take, collect or receive in money, goods or in
any other form, any interest (including amount deemed by law to be interest) in
excess of the maximum rate of interest permitted by applicable law.

         If any amount due from or paid by Maker shall be determined by a court
of competent jurisdiction to be interest in excess of such maximum rate, Maker
shall not be obligated to pay such excess and, if paid, such excess shall be
applied against the unpaid principal balance of this Note, or if and to the
extent that this Note has been paid in full, such excess shall be remitted to
Maker. 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 as if this Note were executed and all actions were taken
hereby in 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:
                                                 -------------------------------
                                                 Ralph M. Amato, President & CEO


         Payee acknowledges and agrees that prior to execution and delivery of
this Note to Payee, Payee:

         (i)      is an ACCREDITED INVESTOR (as that term is defined under Rule
                  501 of Regulation D) and had and continues to have a
                  pre-existing business relationship with Payee in that Payee is
                  the landlord under the terms of that certain lease agreement


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                  between Payee and Maker wherein Maker (as Tenant) leases that
                  certain real property located at 408-412 Broadway, San
                  Francisco, California;

         (ii)     received a copy of Maker's Form 10-SB (as filed with the U.S.
                  Securities and Exchange Commission;

         (iii)    received a copy of Maker's audited financial statements for
                  the years ending December 31, 1997 and December 31, 1998
                  together with unaudited financial statements as of September
                  30, 1999;

         (iv)     understands that the Note and the Shares are restricted
                  securities of a small public company whose common stock is
                  traded only sporadically on the OTC Pink Sheets and there is
                  no guarantee that the Shares can be sold in any liquid trading
                  market; and

         (v)      has read and understands that this Note and the Shares are
                  subject to significant risks as identified in that Section of
                  Form 10-SB titled as, "Factors That May Affect Future
                  Results."


Agreement and acknowledgement:
                                    -------------------------------
                                              Lewis Chin


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