<PAGE>   1
                                                                   EXHIBIT 10.10

BANK ONE


                                 PROMISSORY NOTE


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Borrower: TEN LINE, INC. dba SOUTHWEST    LENDER: Bank One, Texas, N.A.
           INDOOR SOCCER                          Northcross Banking
          12950 SUGAR RIDGE BLVD.                  Center - Austin
          STAFFORD, TX  77477                     7600 Burnet Rd.
                                                  Austin, TX  78757
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PRINCIPAL AMOUNT:  $840,000.00                       DATE OF NOTE:  JULY 2, 1999

PROMISE TO PAY. For value received, TEN LINE, INC. dba SOUTHWEST INDOOR SOCCER
("Borrower") promises to pay to Bank One, Texas, N.A. ("Lender"), or order, in
lawful money of the United States of America, the principal amount of Eight
Hundred Forty Thousand & 00/100 Dollars ($840,000.00), together with Interest at
the rate of 8.800% per annum on the unpaid principal balance from the date
advanced until paid in full.

PAYMENT. This Note shall be payable as follows: The principal of and interest on
this Note shall be due and payable in 179 equal monthly installments in the
amount of $8,486.27 each, commencing on August 2, 1999, and continuing on the
same day of each month thereafter, with one final installment in the amount of
the principal balance then outstanding, together with all accrued but unpaid
interest, being due and payable on July 2, 2014. The amount of each of the
foregoing scheduled payments includes principal and interest. The annual
interest rate for this Note is computed on a 365/360 basis; that is, by applying
the ratio of the annual interest rate over a year of 360 days, multiplied by the
outstanding principal balance, multiplied by the actual number of days the
principal balance is outstanding, unless such calculation would result in a
usurious rate, in which case interest shall be calculated on a per diem basis of
a year of 365 or 366 days, as the case may be. Borrower will pay Lender at the
address designated by Lender from time to time in writing. If any payment of
principal of or interest on this Note shall become due on a day which is not a
Business Day, such payment shall be made on the next succeeding Business Day. As
used herein, the term "Business Day" shall mean any day other than a Saturday,
Sunday or any other day on which national banking associations are authorized to
be closed. Unless otherwise agreed to, in writing, or otherwise required by
applicable law, payments will be applied first to accrued, unpaid interest, then
to principal, and any remaining amount to any unpaid collection costs, late
charges and other charges, provided, however, upon delinquency or other default,
Lender reserves the right to apply payments among principal, interest, late
charges, collection costs and other charges at its discretion. The books and
records of Lender shall be prima facie evidence of all outstanding principal of
and accrued but unpaid interest on this Note. If this Note is governed by or is
executed in connection with a loan agreement, this Note is subject to the terms
and provisions thereof.

PREPAYMENT. Borrower may pay without premium or fee all or a portion of the
principal amount owed hereunder earlier than is due. All prepayments shall be
applied to the indebtedness owing hereunder in such order and manner as Lender
may from time to time determine in its sole discretion.

LATE CHARGES. If a payment is 10 days or more late, Borrower will be charged
5.000% of the regularly scheduled payment or $25.00, whichever is greater.

POST MATURITY RATE. The Post Maturity Rate on this Note is 11.800% per annum.
Borrower will pay Interest on all sums due after final maturity, whether by
acceleration or otherwise, at that rate, with the exception of any amounts added
to the principal balance of this Note based on Lender's payment of insurance
premiums, which will continue to accrue interest at the pre-maturity rate.

DEFAULT. Borrower will be in default if any of the following happens: (a)
Borrower fails to make any payment of principal or interest when due under this
Note or any other Indebtedness owing now or hereafter by Borrower to Lender; (b)
failure of Borrower or any other party to comply with or perform any term,
obligation, covenant or

<PAGE>   2

07-02-1999                        PROMISSORY NOTE                         PAGE 2
 LOAN NO                           (CONTINUED)

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condition contained in this Note or in any other promissory note, credit
agreement, loan agreement, guaranty, security agreement, mortgage, deed of trust
or any other instrument, agreement or document, whether now or hereafter
existing, executed in connection with this Note (the Note and all such other
instruments, agreements, and documents shall be collectively known herein as the
"Related Documents"); (c) Any representation or statement made or furnished to
Lender herein, in any of the Related Documents or in connection with any of the
foregoing is false or misleading in any material respect; (d) Borrower or any
other party liable for the payment of this Note, whether as maker, endorser,
guarantor, surety or otherwise, becomes insolvent or bankrupt, has a receiver or
trustee appointed for any part of its property, makes an assignment for the
benefit of its creditors, or any proceeding is commenced either by such party or
against it under any bankruptcy or insolvency laws; (e) the occurrence of any
event of default specified in any of the other Related Documents or in any other
agreement now or hereafter arising between Borrower and Lender; (f) the
occurrence of any event which permits the acceleration of the maturity of any
indebtedness owing now or hereafter by Borrower to any third party; or (g) the
liquidation, termination, dissolution, death or legal incapacity of Borrower or
any other party liable for the payment of this Note, whether as maker, endorser,
guarantor, surety, or otherwise.

LENDER'S RIGHTS. Upon default, Lender may at its option, without further notice
or demand (i) declare the entire Indebtedness, including the unpaid principal
balance on this Note, all accrued unpaid interest, and all other amounts, costs
and expenses for which Borrower is responsible under this Note or any other
Related Document, immediately due, (ii) refuse to advance any additional amounts
under this Note, (iii) foreclose all liens securing payment hereof, (iv) pursue
any other rights, remedies and recourses available to the Lender, including
without limitation, any such rights, remedies and recourses of Lender, as
provided in this Note and in the other Related Documents, shall be cumulative
and concurrent and may be pursued separately, successively or together as often
as occasion therefore shall arise, at the sole discretion of Lender. The
acceptance by Lender of any payment under this Note which is less than the
payment in full of all amounts due and payable at the time of such payment shall
not (i) constitute a waiver of or impair, reduce, release or extinguish any
right, remedy or recourse of Lender, or nullify any prior exercise of any such
right, remedy or recourse, or (ii) impair, reduce, release or extinguish the
obligations of any party liable under any of the Related Documents as originally
provided herein or therein. Lender may hire an attorney to help collect this
Note if Borrower does not pay, and Borrower will pay Lender's reasonable
attorneys' fees and all other costs of collection. To the extent interest is not
paid on or before the fifth day after it becomes due and payable, Lender may, at
its option, add such accrued but unpaid Interest to the principal balance of
this Note. This Note has been delivered to Lender and accepted by Lender in the
State of Texas. Subject to the provisions on arbitration, this Note shall be
governed by and construed in accordance with the laws of the State of Texas
without regard to any conflict of laws or provisions thereof.

PURPOSE. Borrower agrees that no advances under this Note shall be used for
personal, family, or household purposes and that all advances hereunder shall be
used solely for business, commercial, agricultural or other similar purposes.

JURY WAIVER. THE BORROWER AND LENDER (BY ITS ACCEPTANCE HEREOF) HEREBY
VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE
A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT
OR OTHERWISE) BETWEEN OR AMONG THE BORROWER AND LENDER ARISING OUT OF OR IN ANY
WAY RELATED TO THIS NOTE, ANY OTHER RELATED DOCUMENT, OR ANY RELATIONSHIP
BETWEEN LENDER AND BORROWER. THIS PROVISION IS A MATERIAL INDUCEMENT TO LENDER
TO PROVIDE THE FINANCING EVIDENCED BY THIS NOTE.

DISHONORED CHECK CHARGE. Borrower will pay a processing fee of $25.00 if any
check given by Borrower to Lender as payment on this loan is dishonored.

RIGHT OF SETOFF. Unless a lien would be prohibited by law or would render a
nontaxable account taxable, Borrower grants to Lender a contractual security
interest in, and hereby assigns, conveys, delivers, pledges, and transfers to
Lender all Borrower's right, title and interest in and to, Borrower's accounts
with Lender (whether checking, savings, or any other account) including without
limitation all accounts held jointly with someone else and all accounts Borrower
may open in the future. Borrower authorizes Lender, to the extent permitted by
applicable law, to charge or setoff all sums owing on this Note against any and
all such accounts.

<PAGE>   3

07-02-1999                        PROMISSORY NOTE                         PAGE 3
 LOAN NO                           (CONTINUED)

================================================================================

ARBITRATION. Lender and Borrower agree that upon the written demand of either
party, whether made before or after the institution of any legal proceedings,
but prior to the rendering of any judgment in that proceeding, all disputes,
claims and controversies between them, whether individual, joint, or class in
nature, arising from this Note, any Related Document or otherwise, including
without limitation contract disputes and tort claims, shall be resolved by
binding arbitration pursuant to the Commercial Rules of the American Arbitration
Association ("AAA"). Any arbitration proceeding held pursuant to this
arbitration provision shall be conducted in the city nearest the Borrower's
address having an AAA regional office, or at any other place selected by mutual
agreement of the parties. No act to take or dispose of any collateral shall
constitute a waiver of this arbitration agreement or be prohibited by this
arbitration agreement. This arbitration provision shall not limit the right of
either party during any dispute, claim or controversy to seek, use, and employ
ancillary, or preliminary rights and/or remedies, judicial or otherwise, for the
purposes of realizing upon, preserving, protecting, foreclosing upon or
proceeding under forcible entry and detainer for possession of, any real or
personal property, and any such action shall not be deemed an election of
remedies. Such remedies include, without limitation, obtaining injunctive relief
or a temporary restraining order, invoking a power of sale under any deed of
trust or mortgage, obtaining a writ of attachment or imposition of a
receivership, or exercising any rights relating to personal property, including
exercising the right of set-off, or taking or disposing of such property with or
without judicial process pursuant to the Uniform Commercial Code. Any disputes,
claims, or controversies concerning the lawfulness or reasonableness of an act,
or exercise of any right or remedy, concerning any collateral, including any
claim to rescind, reform or otherwise modify any agreement relating to the
collateral, shall be arbitrated; provided, however that no arbitrator shall have
the right or the power to enjoin or restrain any act of either party. Judgment
upon any award rendered by an arbitrator may be entered in any court having
jurisdiction. The statute of limitations, estoppel, waiver, leches and similar
doctrines which would otherwise be applicable in an action brought by a party
shall be applicable in any arbitration proceedings, and the commencement of an
arbitration proceeding shall be deemed the commencement of any action for these
purposes. The Federal Arbitration Act (Title 9 of the United States Code) shall
apply to the construction, interpretation, and enforcement of this arbitration
provision.

ADDITIONAL PROVISION REGARDING LATE CHARGES. In the "Late Charge" provision set
forth above, the following language is hereby added after the word "greater":
"up to the maximum amount of Two Hundred Fifty Dollars ($250.00) per late
charge".

GENERAL PROVISONS. NOTICE: Under no circumstances (and notwithstanding any other
provisions of this Note) shall the interest charged, collected, or contracted
for on this Note exceed the maximum rate permitted by law. The term "maximum
rate permitted by law" as used in this Note means the greater of (a) the maximum
rate of interest permitted under federal or other law applicable to the
indebtedness evidenced by this Note, or (b) as of the date of this Note, the
"Weekly Rate Ceiling" or the "Quarterly Ceiling" as referred to in Sections
303.201 and 303.202, respectfully, of the Texas Finance Code, as supplemented by
Texas Credit Title. If any part of this note cannot be enforced, this fact will
not affect the rest of the Note. In particular, this section means (among other
things) that Borrower does not agree or intend to pay, and Lender does not agree
or intend to contract for, charge, collect, take, reserve or receive
(collectively referred to herein as "charge or collect"), any amount in the
nature of interest or in the nature of a fee for this loan, which would in any
way or event (including demand, prepayment, or acceleration) cause Lender to
charge or collect more for this loan than the maximum Lender would be permitted
to charge or collect by federal law or the law of the State of Texas (as
applicable). Any such excess interest or unauthorized fee shall, instead of
anything stated to the contrary, be applied first to reduce the principal
balance of this loan, and when the principal has been paid in full, be refunded
to Borrower. The right to accelerate maturity of sums due under this Note does
not include the right to accelerate any interest which has not otherwise accrued
on the date of such acceleration, and Lender does not intend to charge or
collect any unearned interest in the event of acceleration. All sums paid or
agreed to be paid to Lender for the use, forbearance or detention of sums due
hereunder shall, to the extent permitted by applicable law, be amortized,
prorated, allocated and spread throughout the full term of the loan evidenced by
this Note until payment in full so that the rate or amount of interest on
account of the loan evidenced hereby does not exceed the applicable usury
ceiling. Lender may delay or forgo enforcing any of its rights or remedies under
this Note without losing them. Borrower and any other person who signs,
guarantees or endorses this Note, to the extent allowed by law, severally waive
presentment, demand for payment, protest, notice of protest, notice of dishonor,
notice of intent to accelerate the maturity of this Note, notice of acceleration
of the maturity of this Note, diligence in enforcement and indulgences of every
kind. Upon any change in the terms of this Note, and unless otherwise expressly
stated in writing, no party who signs this Note, whether as maker, guarantor,
accommodation maker or endorser, shall be released from liability. All such
parties agree that Lender


<PAGE>   4

07-02-1999                        PROMISSORY NOTE                         PAGE 2
 LOAN NO                           (CONTINUED)

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may renew or extend (repeatedly and for any length of time) this Note, or
release any party or guarantor or collateral; or impair, fail to realize upon or
perfect Lender's security interest in the collateral without the consent of or
notice to anyone. All such parties also agree that Lender may modify this Note
without the consent of or notice to anyone other than the party with whom the
modification is made. Borrower agrees to provide to Lender such further
financial information with respect to Borrower as Lender may reasonably request
from time to time, including, without limitation, financial statements in form
and detail satisfactory to Lender.


PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF
A COMPLETED COPY OF THE NOTE.

BORROWER:

TEN LINE, INC. DBA SOUTHWEST INDOOR SOCCER


BY:  COPY
     -------------------------------------
     KATHRYN SANDRIDGE, SR. VICE PRESIDENT

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FIXED RATE. INSTALLMENT LASER PRO, REG. U.S. PAT. & T.M. OFF., VER 3.25A (C)
1999 CFI PROSERVICES, INC. ALL RIGHTS RESERVED.
(TX-D20 E3.25 F3.25 P3.25 01882606.LN C21.OVL)



<PAGE>   5


                               COMMERCIAL GUARANTY

BORROWER:     TEN LINE, INC.                   LENDER:    Bank One, Texas, N.A.
              dba SOUTHWEST INDOOR SOCCER                 Northcross Banking
              12950 SUGAR RIDGE BLVD.                     Center - Austin
              STAFFORD, TX 77477                          7600 Burnet Rd.
                                                          Austin, TX 78757

GUARANTOR:    DAVID ALTOMARE
              4730 AVION WAY
              SAN DIEGO, CA 92115

CONTINUING UNLIMITED GUARANTY. For good and valuable consideration, DAVID
ALTOMARE ("Guarantor") absolutely and unconditionally guarantees and promises to
pay to Bank One, Texas, N.A. ("Lender") or its order, in legal tender of the
United States of America, the Indebtedness (as that term is defined below) of
TEN LINE, INC. dba SOUTHWEST INDOOR SOCCER ("Borrower") to Lender on the terms
and conditions set forth in this Guaranty. Under this Guaranty, the liability of
Guarantor is unlimited and the obligations of Guarantor are continuing.

DEFINITIONS. The following words shall have the following meanings when used in
this Guaranty:

     BORROWER. The word "Borrower" means TEN LINE, INC. dba SOUTHWEST INDOOR
     SOCCER.

     GUARANTOR. The word "Guarantor" means DAVID ALTOMARE.

     GUARANTY. The word "Guaranty" means this Guaranty made by Guarantor for the
     benefit of Lender dated July 2, 1999.

     INDEBTEDNESS. The word "Indebtedness" means and includes any and all of
     Borrower's liabilities, obligations, debts, and indebtedness to Lender, now
     existing or hereinafter incurred or created, including, without limitation,
     all loans, advances, interest, costs, attorneys' fees, debts, overdraft
     indebtedness, credit card indebtedness, lease obligations, other
     obligations, and liabilities of Borrower, or any of them, any present or
     future judgments against Borrower, or any of them, and all renewals,
     extensions, modifications, substitutions and rearrangements of the
     foregoing; and whether any such Indebtedness is voluntarily or
     involuntarily incurred, due or not due, absolute or contingent, direct or
     indirect, liquidated or unliquidated, determined or undetermined; whether
     Borrower may be liable individually or jointly with others, or primarily or
     secondarily, or as debtor, maker, comaker, drawer, endorser, guarantor or
     surety; whether such indebtedness arises by note, draft, acceptance,
     guaranty, endorsement, letter or credit, assignment, overdraft, indemnity
     agreement or otherwise; whether recovery on the indebtedness may be or may
     become barred or unenforceable against Borrower for any reason whatsoever;
     and whether the indebtedness arises from transactions which may be voidable
     on account of infancy, insanity, ultra vires, or otherwise.

     LENDER. The word "Lender" means Bank One, Texas, N.A., its successors, and
     assigns.

     RELATED DOCUMENTS. The words "Related Documents" mean and include without
     limitation all promissory notes, credit agreements, loan agreements,
     environmental agreements, guaranties, security agreements, mortgages, deeds
     of trust, and all other instruments, agreements and documents, whether now
     or hereafter existing, executed in connection with the indebtedness.

NATURE OF GUARANTY. This is a guaranty of payment and not of collection.
Guarantor's liability under this Guaranty shall be open and continuous for so
long as this Guaranty remains in force. Guarantor intends to guarantee at all
times the performance and prompt payment when due, whether at maturity or
earlier by reason of acceleration or otherwise, of all indebtedness.
Accordingly, no payments made upon the indebtedness will discharge or diminish
the continuing liability of Guarantor in connection with any remaining portions
of the indebtedness or any of the indebtedness which subsequently arises or is
thereafter incurred or contracted. Any married person who signs this Guaranty
hereby expressly agrees that recourse may be had against both his or her
separate property and community property.

DURATION OF GUARANTY. This Guaranty will take effect when received by Lender
without the necessity of any acceptance by Lender, or any notice to Guarantor or
to Borrower, and will continue in full force until all Indebtedness incurred or
contracted before receipt by Lender of any notice of revocation shall have been
fully and finally paid and satisfied and all other obligations of Guarantor
under this Guaranty shall have been performed in full. If Guarantor elects to
revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written
notice of revocation must be delivered to Lender at the address of Lender listed
above or such other place as Lender may designate in writing. This Guaranty may
be revoked only with respect to Indebtedness incurred or contracted by Borrower,
or acquired or committed to by Lender after the date on which written notice of
revocation is actually received by Lender. No notice of revocation hereof shall
be effective as to any Indebtedness: (a) existing at the date of receipt of such
notice; (b) incurred or contracted by Borrower, or acquired or committed to by
Lender, prior to receipt of such notice; (c) now existing or hereafter created
pursuant to or evidenced by a loan agreement or commitment in existence prior to
receipt of such notice under which Borrower is or may become obligated to
Lender; or (d) renewals, extensions, consolidations, substitutions, and
refinancings of the foregoing.

<PAGE>   6

Guarantor waives notice of revocation given by any other guarantor of the
Indebtedness. If Guarantor is an individual, this Guaranty shall bind the estate
of Guarantor as to Indebtedness created both before and after the death or
incapacity of Guarantor, regardless of Lender's actual notice of Guarantor's
death or incapacity. Subject to the foregoing, Guarantor's executor or
administrator or other legal representative may terminate this Guaranty in the
same manner in which Guarantor might have terminated it and with the same
effect. Guarantor shall be liable, jointly and severally, with Borrower and any
other guarantor of all or any part of the Indebtedness and release of any other
guarantor of the Indebtedness, or termination or revocation of any other
guaranty of the Indebtedness, shall not affect the liability of Guarantor under
this Guaranty. It is anticipated that fluctuations may occur in the aggregate
amount of Indebtedness covered by this Guaranty, and it is specifically
acknowledged and agreed by Guarantor that reductions in the amount of
Indebtedness, even to zero dollars ($0.00), shall not constitute a termination
of this Guaranty.

GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before
or after any revocation hereof, without notice of demand and without lessening
or otherwise affecting Guarantor's liability under this Guaranty, from time to
time: (a) to make one or more additional secured or unsecured loans to Borrower,
to lease equipment or other goods to Borrower, or otherwise to extend additional
credit to Borrower; (b) to alter, compromise, renew, extend, accelerate, or
otherwise change one or more times the time for payment or other terms of the
indebtedness or any part of the Indebtedness, including increases and decreases
of the rate of interest on the Indebtedness; extensions may be repeated and may
be for longer than the original loan term; (c) to take and hold security for the
payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, fail
or decide not to perfect, and release any such security, with or without the
substitution of new collateral; (d) to release, substitute, agree not to sue, or
deal with any one or more of Borrower's sureties, endorsers, or other guarantors
on any terms or in any manner Lender may choose; (e) to determine how, when and
what application of payments and credits shall be made on the Indebtedness; (f)
to apply any proceeds it receives as a result of the foreclosure or other
realization on any collateral for the Indebtedness to that portion, if any, of
the Indebtedness not guaranteed hereunder or to any other Indebtedness secured
by such collateral, as Lender in its discretion may determine; (g) to sell,
transfer, assign, or grant participations in all or any part of the
Indebtedness; and (h) to assign or transfer this Guaranty in whole or in part.

GUARANTOR'S REPRESENTATIONS, WARRANTIES, AND COVENANTS. Guarantor represents,
warrants and covenants to Lender that (a) no representations or agreements of
any kind have been made to Guarantor which would limit or qualify in any way the
terms of this Guaranty; (b) this Guaranty is executed at Borrower's request and
not at the request of Lender; (c) Guarantor has full power, right and authority
to enter into this Guaranty; (d) the provisions of this Guaranty do not conflict
with or result in a default under any agreement or other instrument binding upon
Guarantor and do not result in a violation of any law, regulation, court decree
or order applicable to Guarantor; (e) Guarantor has not and will not, without
the prior written consent of Lender, sell, lease, assign, encumber, hypothecate,
transfer, or otherwise dispose of all or substantially all of Guarantor's
assets, or any interest therein; (f) Lender has made no representation to
Guarantor as to the creditworthiness of Borrower; (g) Guarantor will provide to
Lender financial statements and other financial information regarding Guarantor
as Lender may request from time to time, in form and detail acceptable to
Lender, and all such financial information heretofore and hereafter provided to
Lender is and shall be true and correct in all material respects and fairly
presents the financial condition of Guarantor as of the dates thereof, and no
material adverse change has occurred in the financial condition of Guarantor
since the date of the most current financial statements provided to Lender; (h)
Guarantor is familiar with the current financial condition of Borrower and has
established adequate means of obtaining from Borrower on a continuing basis
information regarding Borrower's future financial condition and is not relying
on Lender to provide such information to Guarantor; (i) as of the date hereof,
and after giving effect to this Guaranty, (1) Guarantor is and will be solvent,
(2) the fair saleable value of Guarantor's assets exceeds and will continue to
exceed Guarantor's liabilities (both fixed and contingent), (3) Guarantor is and
will continue to be able to pay Guarantor's debts as they mature, and (4) if
Guarantor is not an individual, Guarantor has and will continue to have
sufficient capital to carry on its business and all businesses in which it is
about to engage; and (j) Guarantor has the power and authority to execute,
deliver and perform this Guaranty and the other Related Documents executed by
Guarantor. Guarantor agrees to keep adequately informed from such means of any
facts, events, or circumstances which might in any way affect Guarantor's risks
under this Guaranty, and Guarantor further agrees that Lender shall have no
obligation to disclose to Guarantor any information or documents acquired by
Lender in the course of its relationship with Borrower.

GUARANTOR'S WAIVERS. Guarantor waives any right to require Lender (a) to
continue lending money or to extend other credit to Borrower; (b) to make any
presentment, protest, demand, or notice of any kind, including notice of any
nonpayment of the indebtedness or of any nonpayment related to any collateral,
or notice of any action or nonaction on the part of Borrower, Lender, any surety
endorser or other guarantor in connection with the indebtedness or in connection
with the creation of new or additional loans or obligations; (c) to notify
Guarantor of a change in the manner, place, time or terms of payment of any of
the Indebtedness (including, without limitation, any renewal, extension or other
modification of any of the Indebtedness); or (d) to notify Guarantor of any
change in the interest rate accruing on any of the Indebtedness (including,
without limitation, any periodic change in such interest rate that occurs
because such Indebtedness accrues interest at a variable rate, which may
fluctuate from time to time). Should Lender seek to enforce the obligations of
Guarantor hereunder, Guarantor waives any right to require Lender to first (a)
resort for payment or to proceed directly or at once against any person,
including Borrower or any other guarantor of the Indebtedness; (b) to proceed
directly against, marshal, enforce, or exhaust any collateral held by Lender
from Borrower, Guarantor, any other guarantor, or any other person; or (c) to
pursue any other remedy within Lender's power.

<PAGE>   7

Guarantor waives all rights of Guarantor under, or the requirements imposed by,
Chapter 34 of the Texas Business and Commerce Code. Guarantor also waives any
and all rights or defenses arising by reason of (a) any election of remedies by
Lender which destroys or otherwise adversely affects Guarantor's subrogation
rights or Guarantor's rights to proceed against Borrower for reimbursement,
including without limitation, any loss of rights Guarantor may suffer by reason
of any law limiting, qualifying, or discharging the Indebtedness; (b) any
disability or other defense of Borrower, of any other guarantor, or of any other
person, or by reason of the cessation of Borrower's liability from any cause
whatsoever, other than payment in full in legal tender, of the Indebtedness; (c)
any right to claim discharge of the Indebtedness on the basis of unjustified
impairment of any collateral for the Indebtedness; or (d) any defenses given to
guarantors at law or in equity other than actual payment and performance of the
Indebtedness. This Guaranty shall continue to be effective or be reinstated, as
the case may be, if at any time any payment of all or any part of the
Indebtedness is rescinded or must otherwise be returned by Lender upon the
insolvency, bankruptcy or reorganization of Borrower, Guarantor, any other
guarantor of all or any part of the Indebtedness, or otherwise, all as though
such payment had not been made.

Guarantor further waives and agrees not to assert or claim at any time any
deductions to the amount guaranteed under this Guaranty for any claim of setoff,
counterclaim, counter demand, recoupment or similar right, whether such claim,
demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees
that each of the waivers set forth above is made with Guarantor's full knowledge
of its significance and consequences and that, under the circumstances, the
waivers are reasonable and not contrary to public policy or law. If any such
waiver is determined to be contrary to any applicable law or public policy, such
waiver shall be effective to the extent permitted by law or public policy.

LENDER'S RIGHT TO SETOFF. Unless a lien would be prohibited by law or would
render a nontaxable account taxable, Guarantor hereby grants Lender a
contractual security interest in and hereby assigns, conveys, delivers, pledges
and transfers all of Guarantor's right, title and interest in and to Guarantor's
accounts with Lender (whether checking, savings, or any other account),
including all accounts held jointly with someone else and all accounts Guarantor
may open in the future. Guarantor authorizes Lender, to the extent permitted by
applicable law, to charge or setoff all Indebtedness against any and all such
accounts.

ACTIONS AGAINST AND PAYMENTS BY GUARANTOR. In the event of a default in the
payment or performance of all or any part of the Indebtedness when such
Indebtedness becomes due, whether by its terms, by acceleration or otherwise,
Guarantor shall, without notice or demand, promptly pay the amount due thereon
by Guarantor to Lender, in lawful money of the United States. The exercise by
Lender of any right or remedy under this Guaranty or under any other agreement
or instrument, at law, in equity or otherwise, shall not preclude concurrent or
subsequent exercise of any other right or remedy. Whenever Guarantor pays any
sum which is or may become due under this Guaranty, written notice must be
delivered to Lender contemporaneously with such payment. In the absence of such
notice to Lender by Guarantor, any sum received by Lender on account of the
Indebtedness shall be conclusively deemed paid by Borrower.

MISCELLANEOUS PROVISIONS.

     AMENDMENTS. This Guaranty, together with any Related Documents, constitutes
     the entire understanding and agreement of the parties as to the matters set
     forth in this Guaranty and supercedes all prior written and oral agreements
     and understandings, if any, regarding same. No alteration and/or amendment
     to this Guaranty shall be effective unless given in writing and signed by
     the party or parties sought to be charged or bound by the alteration or
     amendment.

     APPLICABLE LAW. This Guaranty has been delivered to Lender and accepted by
     Lender in the State of Texas. Subject to the provisions on arbitration,
     this Guaranty shall be governed and construed in accordance with the laws
     of the State of Texas without regard to any conflict of law or provisions
     thereof.

     JURY WAIVER. THE UNDERSIGNED AND LENDER (BY ITS ACCEPTANCE HEREOF) HEREBY
     VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO
     HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON
     CONTRACT, TORT OR OTHERWISE) BETWEEN OR AMONG THE UNDERSIGNED AND LENDER
     ARISING OUT OF OR IN ANY WAY RELATED TO THIS DOCUMENT, AND ANY OTHER
     RELATED DOCUMENT, OR ANY RELATIONSHIP BETWEEN LENDER AND THE BORROWER. THIS
     PROVISION IS A MATERIAL INDUCEMENT TO LENDER TO PROVIDE THE FINANCING
     DESCRIBED HEREIN OR IN THE OTHER RELATED DOCUMENTS.

     ARBITRATION. Lender and Guarantor agree that upon the written demand of
     either party, whether made before or after the institution of any legal
     proceedings, but prior to the rendering of any judgment in that proceeding,
     all disputes, claims and controversies between them, whether individual,
     joint, or class in nature, arising from this Guaranty, any Related
     Documents or otherwise, including without limitation contract disputes and
     tort claims, shall be resolved by binding arbitration pursuant to the
     Commercial Rules of the American Arbitration Association ("AAA"). Any
     arbitration proceeding held pursuant to this arbitration provision shall be
     conducted in the city nearest the Borrower's address having an AAA regional
     office, or at any other place selected by mutual agreement of the parties.
     No act to take or dispose of any collateral shall constitute a waiver of
     this

<PAGE>   8

     arbitration agreement or be prohibited by this arbitration agreement. This
     arbitration provision shall not limit the right of either party during any
     dispute, claim or controversy to seek, use, and employ ancillary, or
     preliminary rights and/or remedies, judicial or otherwise, for the purpose
     of realizing upon, preserving, protecting, foreclosing upon or proceeding
     under forcible entry and detainer for possession of, any real or personal
     property, and any such action shall not be deemed an election of remedies.
     Such remedies include, without limitation, obtaining injunctive relief or a
     temporary restraining order, invoking a power of sale under any deed of
     trust or mortgage, obtaining a writ of attachment or imposition of a
     receivership, or exercising any rights relating to personal property,
     including the right of set-off, or taking or disposing of such property
     with or without judicial process pursuant to the Uniform Commercial Code.
     Any disputes, claims, or controversies concerning the lawfulness or
     reasonableness of process pursuant to the Uniform Commercial Code. Any
     disputes, claims, or controversies concerning the lawfulness or
     reasonableness of an act, or exercise of any right or remedy, concerning
     any collateral, including any claim to rescind, reform, or otherwise modify
     any agreement relating to the collateral, shall also be arbitrated;
     provided, however that no arbitrator shall have the right or the power to
     enjoin or restrain any act of either party. Judgment upon any award
     rendered by any arbitrator may be entered in any court having jurisdiction.
     The statute of limitations, estoppel, waiver, laches and similar doctrines
     which would otherwise be applicable in an action brought by a party shall
     be applicable in any arbitration proceeding shall be deemed the
     commencement of any action for these purposes. The Federal Arbitration Act
     (Title 9 of the United States Code) shall apply to the construction,
     interpretation, and enforcement of this arbitration provision.

     COSTS AND EXPENSES. Guarantor shall also pay on demand by Lender all costs
     and expenses, including, without limitation, all reasonable attorneys fees,
     incurred by Lender in connection with the enforcement and/or collection of
     this Guaranty and with the collection and/or sale of any collateral
     securing this Guaranty. This covenant shall survive the payment of the
     Indebtedness.

     NOTICES. All notices required to be given by either party to the other
     under this Guaranty shall be in writing and except for revocation notices
     by Guarantor, shall be effective when actually delivered or when deposited
     with an nationally recognized overnight courier, or when deposited in the
     Untied States mail, first class postage prepaid, addressed to the party to
     whom the notice is to be given at the address shown above or to such other
     addresses as either party may designate to the other in writing. All
     revocation notices by Guarantor shall be in writing and shall be effective
     only upon delivery to Lender as provided above in the sectioned titled
     "DURATION OF GUARANTY." For notice purposes, Guarantor agrees to keep
     Lender informed at all times of Guarantor's current address. In the event
     that Guarantor is entitled to receive any notice under the Uniform
     Commercial Code, as it exists in the state governing any such notice, of
     the sale or other disposition of any collateral securing all or any part of
     the Indebtedness or this Guaranty, reasonable notice shall be deemed given
     when such notice is given pursuant to the terms of this Subsection ten (10)
     days to the date any public sale, or after which any private sale, of any
     such collateral is to be held.

     INTERPRETATION. In all cases where there is more than one Borrower, then
     all words used in this Guaranty in the singular shall be deemed to have
     been used in the plural where the context and construction so require; and
     where there is more than one Borrower named in this Guaranty, the word
     "Borrower" shall mean all and any one or more of them. This Guaranty is for
     the benefit of Lender, its successors and assigns. This Guaranty is binding
     upon Guarantor and Guarantor's heirs, executors, administrators, personal
     representatives and successors. Caption headings in this Guaranty are for
     convenience purposes only and are not to be used to interpret or define the
     provisions of this Guaranty. If a court of competent jurisdiction finds any
     provision of this Guaranty to be invalid or unenforceable as to any person
     or circumstance, such finding shall not render that provision invalid or
     unenforceable as to any other persons or circumstances, and all provisions
     of this Guaranty in all other respects shall remain valid and enforceable.
     If any one or more of Borrower or Guarantor are corporations or
     partnerships, it is not necessary for Lender to inquire into the powers of
     Borrower or Guarantor or of the officers, directors, partners, or agents
     acting or purporting to act on their behalf, and any indebtedness made or
     created in reliance upon the professed exercise of such powers shall be
     guaranteed under this Guaranty.

     WAIVER. Lender shall not be deemed to have waived any rights under this
     Guaranty unless such waiver is given in writing and signed by Lender, and
     then only in the specific instance and for the purpose given. No delay or
     omission on the part of Lender in exercising any right shall operate as a
     waiver of such right or any other right. A waiver by Lender of a provision
     of this Guaranty shall not prejudice or constitute a waiver of Lender's
     right to thereafter demand strict compliance with that provision or any
     other provision of this Guaranty. No prior waiver by Lender, nor any course
     of dealing between Lender and Guarantor, shall constitute a waiver of any
     of Lender's rights or of any of Guarantor's obligations as to any future
     transactions. Whenever the consent of Lender is required under this
     Guaranty, the granting of such consent by Lender in any instance shall not
     constitute continuing consent to subsequent instances where such consent is
     required and in all cases such consent may be granted or withheld in the
     sole discretion of Lender.

ANNUAL FINANCIAL STATEMENTS OF INDIVIDUAL GUARANTOR. So long as this Guaranty is
in effect, Guarantor shall provide Lender, on or before December 31st, within
ninety (90) days each year, his annual personal financial statement, said
personal financial statement to be in form and with such detail as reasonably
acceptable to Lender.

ANNUAL TAX RETURNS OF INDIVIDUAL GUARANTOR. So long as this guaranty is in
effect, Guarantor shall, provide Lender within ninety (90) days of the filing
thereof each year, a true and complete copy of his/her Federal Income Tax
Return, including all exhibits and schedules attached thereto and being signed
and dated.

<PAGE>   9


EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS
GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT
THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AN DELIVER OF THIS
GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE
MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL
ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY
IS DATED JULY 2, 1999.

GUARANTOR:

X /s/ DAVID ALTOMARE
  ---------------------
      DAVID ALTOMARE