<PAGE>   1
                                                                    EXHIBIT 10.3


IMPERIAL BANK
MEMBER FDIC

                                 PROMISSORY NOTE

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  Principal    Loan Date      Maturity       Loan No        Call           Collateral     Account        Officer        Initials
<S>            <C>            <C>            <C>            <C>            <C>            <C>            <C>            <C>
$1,000,000.00  10-18-2000                                                      000                         721
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References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular
loan or item.
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Borrower:      David A. Altomare                            Lender:        Imperial Bank
               Thomas Higginson                                            San Diego Regional Office
               4730 Avion Way                                              701 B Street, Suite 800
               San Diego, CA  92115-1004                                   San Diego, CA 92101-8210
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</TABLE>

<TABLE>
<S>                                <C>                       <C>
Principal Amount: $1,000,000.00    Initial Rate: 10.500%     Date of Note: October 18, 2000
</TABLE>

PROMISE TO PAY. DAVID A. ALTOMARE and THOMAS HIGGINSON ("Borrower") promise to
pay to Imperial Bank ("Lender"), or order, in lawful money of the United States
of America, the principal amount of One Million & 00/100 Dollars ($1,000,000.00)
or so much as may be outstanding, together with interest on the unpaid
outstanding principal balance of each advance. Interest shall be calculated from
the date of each advance until repayment of each advance.

PAYMENT. Borrower will pay this loan in one payment of all outstanding principal
plus all accrued unpaid interest on October 18, 2001. In addition, Borrower will
pay _______________________ beginning November 30, 2000, and all subsequent
interest payments are due on the last day of each month after that. The annual
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. Borrower will pay Lender at Lender's address
shown above or at such other place as Lender may designate in writing. Unless
otherwise agreed or required by applicable law, payments will be applied first
to any unpaid collection costs and any late charges, then to any unpaid interest
and any remaining amount to principal.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes in an index which is the Imperial Bank Prime Rate
(the "Index"). The Prime Rate is the rate announced by Lender as its Prime Rate
of interest form time to time. Lender will tell Borrower the current Index rate
upon Borrower's request. Borrower understands that Lender may make loans based
on other rates as well. The principal balance of this Note will be at a rate of
______________ resulting in an initial rate of 10.500%. NOTICE: Under no
circumstances will the interest rate on this Note be more than the maximum rate
allowed by applicable law.

PREPAYMENT; MINIMUM INTEREST CHARGE. Borrower agrees that all loan fees and
other prepaid finance charges are earned fully as of the date of the loan and
will not be subject to refund upon early payment (whether voluntary or as a
result of a default), except as otherwise required by law. in any event, even
upon full prepayment of this Note, Borrower understands that Lender is entitled
to a minimum interest charge of $250.00. Other than Borrower's obligation to pay
any minimum interest charge, Borrower may pay without penalty all or a portion
of the amount owed earlier than it is due. Early payments will not, unless
agreed to by Lender in writing, relieve Borrower of Borrower's obligation to
make payments of accrued unpaid interest. Rather they will reduce the principal
balance due.

LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged
5.000% of the unpaid portion of the regularly scheduled payment.

DEFAULT. Borrower will be in default if any of the following happens: (a)
Borrower fails to make any payment when it is due. (b) Borrower breaks any
promise Borrower has made to Lender, or Borrower fails to comply with or to
perform when due any other term, obligation, covenant, or condition contained in
this Note or any agreement related to this Note, or any other agreement or loan
Borrower has with Lender. (c) Any representation or statement


<PAGE>   2


made or furnished to Lender by Borrower or on Borrower's behalf is false or
misleading in any material respect either now or at the time made or furnished.
(d) Borrower dies or becomes insolvent, a receiver is appointed for any part of
Borrower's property, Borrower makes an assignment for the benefit of creditors,
or any proceeding is commenced either by Borrower or against Borrower under any
bankruptcy or insolvency laws, (e) any creditor tries to take any of Borrower's
property on or in which Lender has a lien or security interest. This includes a
garnishment of any of Borrower's accounts with Lender. (f) Any of the events
described in this default section occurs with respect to any guarantor of this
Note. (g) A material adverse change occurs in Borrower's financial condition, or
Lender believes the prospect of payment or performance of the Indebtedness is
impaired. (h) Lender in good faith deems itself insecure.

If any default, other than a default in payment, is curable and if Borrower has
not been given a notice of a breach of the same provision of this Note within
the preceding twelve (12) months, it may be cured (and no event of default will
have occurred) if Borrower, after receiving written notice from Lender demanding
cure of such default; (a) cures the default within ten (10) days; or (b) if the
cure requires moor than ten (10) days, immediately initiates steps which Lender
deems in Lender's sole discretion to be sufficient to cure the default and
thereafter continues and completes all reasonable and necessary steps sufficient
to produce compliance as soon as reasonably practical.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, without
notice, and then Borrower will pay that amount. Upon Borrower's failure to pay
all amounts declared due pursuant to this section, including failure to pay upon
final maturity, Lender, at its option, may also, if permitted under applicable
law, do on or both of the following: (a) increase the variable interest rate on
this Note to 6.000 percentage points over the Index, and (b) add any unpaid
accrued interest to principal and such sum will bear interest therefrom until
paid at the rate provided in this Note (including any increased rate). Lender
may her or pay someone else to help collect this Note if Borrower does not Pay.
Borrower will also pay Lender that amount. This includes, subject to any limits
under applicable law, Lender's attorneys fees and Lender's legal expenses
whether or not there is a lawsuit, including attorneys' fees and legal expenses
for bankruptcy proceedings (including efforts to modify or vacate any automatic
stay or injunction), appeals, and any anticipated post-judgment collection
services. Borrower also will pay any court costs, in addition all another sums
provided by law. This Note has been delivered to Lender and accepted by Lender
in the State of California. If there is a lawsuit, Borrower agrees upon Lender's
request to submit to the jurisdiction of the courts of Los Angeles County, the
State of California. Lender and Borrower hereby wave the right to any jury trial
in any action, proceeding, or counterclaim brought by either Lender or Borrower
against the other. (Initial Here s/ DA TH). This Note shall be governed by and
construed in accordance with the laws of the State of California.

DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $25.00 if Borrower
makes a payment on Borrower's loan and the check or preauthorized charge with
which Borrower pays is later dishonored.

RIGHT OF SETOFF. 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 some other account), including without limitation
all accounts held jointly with someone else and all accounts Borrower may open
in the future, excluding however all IRA and Keogh accounts, and all trust
accounts for which the grant of a security interest would be prohibited by law.
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.

LINE OF CREDIT. This Note evidence a revolving line of credit. Advances under
this Note may be requested orally by Borrower or by an authorized person. All
oral requests shall be confirmed in writing on the day of the request. All
communications, instructions, or directions by telephone or otherwise to Lender
are to be directed to Lender's office shown above. The following party or
parties are authorized to request advanced under the line of credit until Lender
receives from Borrower at Lender's address shown above written notice of
revocation of their authority: DAVID A. ALTOMARE and THOMAS HIGGINSON. Borrower
agrees to be liable for all sums either: (a) advanced in accordance with the
instructions of an authorized person or (b) credited to any of Borrower's
accounts with Lender. The unpaid principal balance owing on this Note at any
time may be evidenced by endorsements on the Note or by Lender's internal
records, including daily computer print-outs. Lender will have no obligation to
advance funds under this Note if: (a) Borrower or any guarantor is in default
under the terms of this Note or any agreement that Borrower or any guarantor has
with Lender, including any agreement made in connection


<PAGE>   3


with the signing of this Note; (b) Borrower or any guarantor ceases doing
business or is insolvent; (c) any guarantor seeks, claims or otherwise attempts
to limit, modify or revoke such guarantor's guarantee of this Note or any other
loan with Lender;(d) Borrower has applied funds provided pursuant to this Note
for purposes other than those authorized by Lender; or (e) Lender in good faith
deems itself insecure under this Note or any other agreement between Lender and
Borrower.

OUT OF DEBT PROVISION. The undersigned hereby warrants and agrees to maintain a
zero ($0.00) outstanding balance for a minimum period of thirty (30) consecutive
days each year during the stated term of this Note.

Failure to meet this or any other term or condition of this Note shall, at
Lender's option, terminate Lender's commitment to lend and make all sums of
principal and interest then remaining unpaid on all Borrower's indebtedness to
Lender immediately due and payable, all without demand, presentment or notice,
all of which are hereby expressly waived.

GENERAL PROVISIONS. 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, waive any
applicable statute of limitations, presentment, demand for payment, protest and
notice of dishonor. 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 may renew or extend (repeatedly
and for any length of time) this loan, or release any party or guarantor or
collateral; or impair, fail to realize upon or perfect Lender's security
interest in the collateral; and take any other action deemed necessary by Lender
without the consent of or notice to anyone. All such parties also agree that
Lender may modify this loan without the consent of or notice to anyone other
than the party with whom the modification is made. The obligations under this
Note are joint and several.

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



BORROWER:



X/s/ David A. Altomare                      X/s/ Thomas Higginson
 -------------------------------             ------------------------------
        DAVID A. ALTOMARE                           THOMAS HIGGINSON

================================================================================
VARIABLE RATE. LINE OF CREDIT     LASER PRO, REG. U.S. PAT. & T.M. OFF.,
VER 3.25a (C) CONCENTREX 2000 ALL RIGHTS RESERVED. [CA-D20 E3.29 11MIGGIN.LN
C1.OVL]



<PAGE>   4


                               COMMERCIAL GUARANTY

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  Principal    Loan Date      Maturity       Loan No        Call           Collateral     Account        Officer        Initials
<S>            <C>            <C>            <C>            <C>            <C>            <C>            <C>            <C>
                                                                              060                          721
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REFERENCES IN THE SHADED AREA ARE FOR LENDER'S USE ONLY AND DO NOT LIMIT THE APPLICABILITY OF THIS DOCUMENT TO ANY PARTICULAR
LOAN OR ITEM
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BORROWER:      DAVID A. ALTOMARE                            LENDER:        IMPERIAL BANK
               THOMAS HIGGINSON                                            SAN DIEGO REGIONAL OFFICE
               4730 AVION WAY                                              701 B STREET, SUITE 600
               SAN DIEGO, CA  92115-1004                                   SAN DIEGO, CA  92101-8120

GUARANTOR:     ALTOMARE FAMILY PARTNERSHIP
               3883 RUFFIN ROAD
               SAN DIEGO, CA  92123

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</TABLE>

AMOUNT OF GUARANTY. The principal amount of this Guaranty is One Million &
00/100 Dollars ($1,000,000.00).

CONTINUING GUARANTY. For good and valuable consideration, ALTOMARE FAMILY
PARTNERSHIP ("Guarantor") absolutely and unconditionally guarantees and promises
to pay to IMPERIAL BANK ("Lender") or its order, in legal tender of the United
States of America, the Indebtedness (as that term is defined below) of DAVID A.
ALTOMARE and THOMAS HIGGINSON ("Borrower"), or either or any of them, to Lender
on the terms and conditions set forth in this Guaranty. The obligations of
Guarantor under this Guaranty are continuing.

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

         BORROWER. The word "Borrower" means DAVID A. ALTOMARE and THOMAS
         HIGGINSON.

         GUARANTOR. The word "Guarantor" means ALTOMARE FAMILY PARTNERSHIP.

         GUARANTY. The word "Guaranty means this Guaranty made by Guarantor for
         the benefit of Lender dated October 18, 2000.

         INDEBTEDNESS. The word "Indebtedness" is used in its most comprehensive
         sense and 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, debts, overdraft Indebtedness, credit
         card Indebtedness, lease obligations, other obligations, and
         liabilities of Borrower, or any of them, and any present or future
         judgments against Borrower, or any of them; and whether any such
         Indebtedness is voluntarily or involuntarily incurred, due or not due,
         absolute or contingent, liquidated or unliquidated, determined or
         undetermined; whether Borrower may be liable individually or jointly
         with others, or primarily or secondarily, or as guarantor or surety;
         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 Imperial Bank, 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.


<PAGE>   5

MAXIMUM LIABILITY. The maximum liability of Guarantor under this Guaranty shall
not exceed at any one time the sum of the principal amount of $1,000,000.00,
plus all interest thereon, plus all of Lender's costs, expenses, and attorneys'
fees incurred in connection with or relating to (a) the collection of the
Indebtedness, (b) the collection and sale of any collateral for the Indebtedness
or this Guaranty, or (c) the enforcement of this Guaranty. Attorneys' fees
include, without limitation, attorneys' fees whether or not there is a lawsuit,
and if there is a lawsuit, any fees and costs for trial and appeals.


The above limitation on liability is not a restriction on the amount of the
Indebtedness of Borrower to Lender either in the aggregate or at any one time.
If Lender presently holds one or more guaranties, or hereafter receives
additional guaranties from Guarantor, the rights of Lender under all guaranties
shall be cumulative. This Guaranty shall not (unless specifically provided below
to the contrary) affect or invalidate any such other guaranties. The liability
of Guarantor will be the aggregate liability of Guarantor under the terms of
this Guaranty and any such other unterminated guaranties.

NATURE OF GUARANTY. 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
within the limits set forth in the preceding section of this Guaranty.
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 as
the Guarantor 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 mailed to Lender, by certified mail, at the address
of Lender listed above or such other place as Lender may designate in writing.
Written revocation of this Guaranty will apply only to advances or new
Indebtedness created after actual receipt by Lender of Guarantor's written
revocation. For this purpose and without limitation, the term "new Indebtedness"
does not include Indebtedness which at the time of notice of revocation is
contingent, unliquidated, undetermined or not due and which later becomes
absolute, liquidated, determined or due. This Guaranty will continue to bind
Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior
to receipt of Guarantor's written notice of revocation, including any
extensions, renewals, substitutions or modifications of Indebtedness. All
renewals, extensions, substitutions, and modifications of the Indebtedness
granted after Guarantor's revocation, are contemplated under this Guaranty and,
specifically will not be considered to be new Indebtedness. 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. 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. Release of any other guarantor or termination of any other guaranty of
the Indebtedness shall not affect the liability of the Guarantor under this
Guaranty. A revocation received by Lender from any one or more Guarantors shall
not affect the liability of any remaining Guarantors 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), prior to written revocation of this Guaranty by Guarantor shall not
constitute a termination of this Guaranty. This Guaranty is binding upon
Guarantor and Guarantor's heirs, successors and assigns so long as any of the
guaranteed Indebtedness remains unpaid and even though the Indebtedness
guaranteed may from time to time be zero dollars ($0.00).

GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before
or after any revocation hereof, without notice or demand and without lessening
Guarantor's liability under this guaranty, from time to time: (a) prior to
revocation as set forth above, 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

<PAGE>   6


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, subordinate,
fall 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 such security and direct the order or manner of sale
thereof, including without limitation, any nonjudicial sale permitted by the
terms of the controlling security agreement or deed of trust, 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 AND WARRANTIES. Guarantor represents and warrants 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) upon Lender's request, Guarantor will provide to Lender
financial and credit information in form acceptable to Lender, and all such
financial information which currently has been, and all future financial
information which will be provided to Lender is and will be true and correct in
all material respects and fairly present the financial condition of Guarantor as
of the dates the financial information is provided; (g) no material adverse
change has occurred in Guarantor's financial condition since the date of the
most recent financial statements provided to Lender and no event has occurred
which may materially adversely affect Guarantor's financial condition; (h) no
litigation, claim, investigation, administrative proceeding or similar action
(including those for unpaid taxes) against Guarantor is pending or threatened;
(i) Lender has made no representation to Guarantor as to the creditworthiness of
Borrower; and (j) Guarantor has established adequate means of obtaining from
borrower on a continuing basis information regarding Borrower's financial
condition. 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, absent a request for
information, 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. Except as prohibited by applicable law, Guarantor waives
any right to require Lender to (a) make any presentment, protest, demand or
notice of any kind, including notice of change of any terms of repayment of the
Indebtedness, default by Borrower or any other guarantor or surety, any action
or nonaction taken by Borrower, Lender, or any other guarantor or surety of
Borrower, or the creation of new or additional Indebtedness; (b) proceed against
any person, including Borrower, before proceeding against Guarantor; (c) proceed
against any collateral for the Indebtedness, including Borrower's collateral,
before proceeding against Guarantor; (d) apply any payments or proceeds received
against the Indebtedness in any order; (e) give notice of the terms, time, and
place of any sale of the collateral pursuant to the Uniform Commercial Code or
any other law governing such sale; (f) disclose any information about the
Indebtedness, the Borrower, the collateral, or any other guarantor or surety, or
about any action or nonaction of Lender; or (g) pursue any remedy or course of
action in Lender's power whatsoever.

Guarantor also waives any and all rights or defenses arising by reason of (h)
any disability or other defense of Borrower, any other guarantor or surety or
any other person; (i) the cessation from any cause whatsoever, other than
payment in full, of the Indebtedness; (j) the application of proceeds of the
Indebtedness by Borrower for purposes other than the purposes understood and
intended by Guarantor and Lender; (k) any act of omission or commission by
Lender which directly or indirectly results in or contributes to the discharge
of Borrower or any other guarantor or surety, or the Indebtedness, or the loss
or release of any collateral by operation of law or otherwise; (l) any statute
of limitations in any action under this Guaranty or on the Indebtedness; or (m)
any modification or change in terms of the Indebtedness, whatsoever, including
without limitation, the renewal, extension, acceleration, or other change in the
time payment of the Indebtedness is due and any change in the interest rate and
including any such modification or change in terms after revocation of this
Guaranty on Indebtedness incurred prior to such revocation.

<PAGE>   7


Guarantor waives all rights and any defenses arising out of an election of
remedies by Lender even thought that election of remedies, such as a nonjudicial
foreclosure with respect to security for a guaranteed obligation, has destroyed
Guarantor's rights of subrogation and reimbursement against Borrower by
operation of Section 580d of the California Code of Civil Procedure or
otherwise.

Guarantor waives all rights and defenses that Guarantor may have because
Borrower's obligation is secured by real property. This means among other
things: (1) Lender may collect from Guarantor without first foreclosing on any
real or personal property collateral pledged by Borrower. (2) If Lender
forecloses on any real property collateral pledged by Borrower: (A) The amount
of Borrower's obligation may be reduced only by the price for which the
collateral is sold at the foreclosure sale, even if the collateral is worth more
than the sale price. (B) Lender may collect from Guarantor even if Lender, by
foreclosing on the real property collateral, has destroyed any right Guarantor
may have to collect from Borrower. This is an unconditional waiver of any rights
and defenses Guarantor may have because Borrower's obligation is secured by real
property. These rights and defenses include, but are not limited to, any rights
defenses based upon Section 580a, 580b, 580d, or 726 of the Code of Civil
Procedure.

Guarantor understands and agrees that the foregoing waivers are waivers of
substantive rights and defenses to which Guarantor might otherwise be entitled
under state and federal law. The rights and defenses waived include, without
limitation, those provided by California laws of suretyship and guaranty,
anti-deficiency laws, and the Uniform Commercial Code. Guarantor acknowledges
that Guarantor has provided these waivers of rights and defenses with the
intention that they be fully relied upon by Lender. Until all Indebtedness is
paid in full, Guarantor waives any right to enforce any remedy Lender may have
against Borrower or any other guarantor, surety, or other person, and further,
Guarantor waives any right to participate in any collateral for the Indebtedness
now or hereafter held by Lender.

If now or hereafter (a) Borrower shall be or become insolvent, and (b) the
Indebtedness shall not at all times until paid be fully secured by collateral
pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor
of Lender and Borrower, and their respective successors, any claim or right to
payment Guarantor may now have or hereafter have or acquire against Borrower, by
subrogation or otherwise, so that at no time shall Guarantor be or become a
"creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any
successor provision of the Federal bankruptcy laws.

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 only to the extent permitted by law or public policy.

LENDER'S RIGHT OF SETOFF. In addition to all liens upon and rights of setoff
against the moneys, securities or other property of Guarantor given to Lender by
law, Lender shall have, with respect to Guarantor's obligations to Lender under
this Guaranty and to the extent permitted by law, a contractual security
interest in and a right of setoff against, and Guarantor hereby assigns,
conveys, delivers, pledges, and transfer to Lender all of Guarantor's right,
title and interest in and to, all deposits, moneys, securities and other
property of Guarantor now or hereafter in the possession of or on deposit with
Lender, whether held in a general or special account or deposit, whether held
jointly with someone else, or whether held for safekeeping or otherwise,
excluding however, all IRA, Keogh, and trust accounts. Every such security
interest and right of setoff may be exercised without demand upon or notice to
guarantor. No security interest or right of setoff shall be deemed to have been
waived by any act or conduct on the part of Lender or by any neglect to exercise
such right of setoff or to enforce such security interest or by any delay in so
doing. Every right of setoff and security interest shall continue in full force
and effect until such right of setoff or security interest is specifically
waived or released by an instrument in writing executed by Lender.

SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the
Indebtedness of Borrower to Lender, whether now existing or hereafter created,
shall be prior to any claim that Guarantor may now have or hereafter acquire
against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby
expressly subordinates any claim Guarantor may have against Borrower, upon any
account whatsoever, to any claim that Lender may now or hereafter have against
Borrower. In the event of insolvency and consequent liquidation of the assets of
Borrower, through bankruptcy, by an assignment for the benefit of creditors, by
voluntary liquidation,

<PAGE>   8


or otherwise, the assets of Borrower applicable to the payment of the claims of
both Lender and Guarantor shall be paid to Lender and shall be first applied by
Lender to the Indebtedness of Borrower to Lender. Guarantor does hereby assign
to Lender all claims which it may have or acquire against Borrower or against
any assignee or trustee in bankruptcy of Borrower; provided however, that such
assignment shall be effective only for the purpose of assuring to Lender full
payment in legal tender of the Indebtedness. If Lender so requests, any notes or
credit agreements now or hereafter evidencing any debts or obligations of
Borrower to Guarantor shall be marked with a legend that the same are subject to
this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender
hereby is authorized, in the name of Guarantor, from time to time to execute and
file financing statements and continuation statements and to execute such other
documents and to take such other actions as Lender deems necessary or
appropriate to perfect, preserve and enforce its rights under this Guaranty.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of
this Guaranty:

         INTEGRATION, AMENDMENT. Guarantor warrants, represents and agrees that
         this Guaranty, together with any exhibits or schedules incorporated
         herein, fully incorporates the agreements and understandings of
         Guarantor with Lender with respect to the subject matter hereof and all
         prior negotiations, drafts, and other extrinsic communications between
         Guarantor and Lender shall have no evidentiary effect whatsoever.
         Guarantor further agrees that Guarantor has read and fully understands
         the terms of this Guaranty; Guarantor has had the opportunity to be
         advised by Guarantor's attorney with respect to this Guaranty; the
         Guaranty fully reflects Guarantor's intentions and paid evidence is not
         required to interpret the terms of this Guaranty. Guarantor hereby
         indemnifies and holds Lender harmless from all losses, claims, damages,
         and costs (including Lender's attorneys' fees) suffered or incurred by
         Lender as a result of any breach of Guarantor of the warranties,
         representations and agreements of this paragraph. No alteration or
         amendment to this Guaranty shall be effective unless given in writing
         and signed by the 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 California. If there is a lawsuit, Guarantor
         agrees upon Lender's request to submit to the jurisdiction of the
         courts of Los Angeles County, State of California. Lender and Guarantor
         hereby waive the right to any jury trial in any action, proceeding, or
         counterclaim brought by either Lender or Guarantor against the other.
         (Initial Here  /s/ DA). This Guaranty shall be governed by and
         construed in accordance with the laws of the State of California.

         ATTORNEYS' FEES; EXPENSES. Guarantor agrees to pay upon demand all of
         Lender's costs and expenses, including attorneys' fees and Lender's
         legal expenses, incurred in connection with the enforcement of this
         Guaranty. Lender may pay someone else to help enforce this Guaranty,
         and Guarantor shall pay the costs and expenses of such enforcement.
         Costs and expenses include Lender's attorneys' fees and legal expenses
         whether or not there is a lawsuit, including attorneys' fees and legal
         expenses for bankruptcy proceedings (and including efforts to modify or
         vacate any automatic stay or injunction), appeals, and any anticipated
         post-judgment collection services. Guarantor also shall pay all court
         costs and such additional fees as may be directed by the court.

         NOTICES. All notices required to be given by either party to the other
         under this Guaranty shall be in writing, may be sent by telefacsimile
         (unless otherwise required by law), and except for revocation notices
         by Guarantor, shall be effective when actually delivered or when
         deposited with a nationally recognized overnight courier, or when
         deposited in the United 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 section titled "DURATION OF GUARANTY." If there is more
         than one Guarantor, notice to any Guarantor will constitute notice to
         all Guarantors. For notice purposes, Guarantor agrees to keep Lender
         informed at all times of Guarantor's current address.

         INTERPRETATION. In all cases where there is more than one Borrower or
         Guarantor, 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 or when this

<PAGE>   9


         Guaranty is executed by more than one Guarantor, the words "Borrower"
         and "Guarantor" respectively shall mean all and any one or more of
         them. The words "Guarantor," "Borrower," and "Lender" include the
         heirs, successors, assigns and transferees of each of them. 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 circumstance, such finding shall not render that
         provision invalid or unenforceable as to the other persons or
         circumstances, and all provisions of this Guaranty in all other
         prospects 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.
         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 otherwise to 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.

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 AND DELIVERY 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 OCTOBER 18, 2000.



GUARANTOR:

ALTOMARE FAMILY PARTNERSHIP

By:  /s/ David A. Altomare
     ----------------------------------------------------------------
     DAVID A. ALTOMARE, GENERAL PARTNER


By:
     ----------------------------------------------------------------
     Cindy Peterson, Trustee, Altomare Special Trust, GENERAL PARTNER



     DAVID A. ALTOMARE, GENERAL PARTNER



By:
     ----------------------------------------------------------------
     Debora Kelly, Trustee, Altomare Special Trust, GENERAL PARTNER


==============================================================================
LASERPRO, REG. U.S. PAT. & T.M. OFF., VER 3.29a (C) CONCENTRAX 2000 ALL RIGHTS
RESERVED. (CA-E20A E3.20 F3.20 11 HIGGIN.LN C1.OVL)