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                                  Exhibit 10.20

                      CONVERTIBLE UNSECURED PROMISSORY NOTE

                                                       San Francisco, California
                                                                December 3, 1999
                                                                     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 the amount that may be loaned to Payee hereby which amount
shall be Three Hundred Thousand Dollars ($300,000), 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 (12%) per annum (non-compounded) commencing upon the
         execution of this Note, and shall be payable on December 1, 2000 (the
         "Maturity Date").

                  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. Payee shall have the right, upon thirty (30) days notice to
         Maker, to convert all or any portion of the then outstanding principal
         of this Note and any accrued and unpaid interest thereon into shares of
         the Payee's common stock (the "Shares") at a conversion price of
         thirty-six cents ($0.36) per Share.

         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


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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":

                  (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 fifteen
         (15) 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.

         After maturity, including maturity upon acceleration, the unpaid
principal balance, all


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accrued and unpaid interest and all other amounts payable hereunder shall bear
interest from the date of maturity until paid at the rate that is five percent
(5%) above the rate that would otherwise be payable under the terms hereof.
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 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.

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

                                            MAKER:

                                            BOYSTOYS.COM, INC.
                                            (a Delaware corporation)


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                                            By:
                                                 -------------------------------
                                                 Ralph M. Amato, President & CEO






Acknowledgement:
                   -----------------------------
                   For: Lewis Chin


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