<PAGE>   1
                                                                    EXHIBIT 10.5


CALIFORNIA
BANK & TRUST

                                 PROMISSORY NOTE

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
  Principal         Loan Date        Maturity         Loan No.           Call         Collateral         Account          Officer
<S>                <C>              <C>              <C>                 <C>          <C>                <C>              <C>
 $350,000.00       03-03-2000       03-15-2002       9254000052                           07              0001             09919
----------------------------------------------------------------------------------------------------------------------------------
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
----------------------------------------------------------------------------------------------------------------------------------

BORROWER:          LET'S PLAY SPORTS, INC.; ET. AL.                      LENDER:      CALIFORNIA BANK .& TRUST
                   3883 RUFFIN ROAD, STE A                                            NORTH COUNTY CORPORATE CENTER
                   SAN DIEGO, CA 92123-1813                                           2141 PALOMAR AIRPORT ROAD X125
                                                                                      CARLSBAD, CA 92009
</TABLE>

PRINCIPAL AMOUNT: $350,000.00                        DATE OF NOTE: MARCH 3, 2000

PROMISE TO PAY. LET'S PLAY SPORTS, INC. AND DAVID ALTOMARE (REFERRED TO IN THIS
NOTE INDIVIDUALLY AND COLLECTIVELY AS "BORROWER") JOINTLY AND SEVERALLY PROMISE
TO PAY TO CALIFORNIA BANK & TRUST ("LENDER"), OR ORDER, IN LAWFUL MONEY OF THE
UNITED STATES OF AMERICA, THE PRINCIPAL AMOUNT OF THREE HUNDRED FIFTY THOUSAND &
00/100 DOLLARS ($350,000.00), TOGETHER WITH INTEREST ON THE UNPAID PRINCIPAL
BALANCE FROM MARCH 3, 2000, UNTIL PAID IN FULL.

PAYMENT. SUBJECT TO ANY PAYMENT CHANGES RESULTING FROM CHANGES IN THE INDEX,
BORROWER WILL PAY THIS LOAN IN ACCORDANCE WITH THE FOLLOWING PAYMENT SCHEDULE:

         24 CONSECUTIVE MONTHLY INTEREST PAYMENTS, BEGINNING APRIL 15, 2000,
         WITH INTEREST CALCULATED ON THE UNPAID PRINCIPAL BALANCES AT AN
         INTEREST RATE OF 1.000 PERCENTAGE POINTS OVER THE INDEX DESCRIBED
         BELOW; 6 CONSECUTIVE MONTHLY PRINCIPAL PAYMENTS OF $29,167.00 EACH,
         BEGINNING OCTOBER 15, 2000, WITH INTEREST CALCULATED ON THE UNPAID
         PRINCIPAL BALANCES AT AN INTEREST RATE OF 1.000 PERCENTAGE POINTS OVER
         THE INDEX DESCRIBED BELOW; AND 12 CONSECUTIVE MONTHLY PRINCIPAL
         PAYMENTS OF $14,583.17 EACH, BEGINNING APRIL 15, 2001, WITH INTEREST
         CALCULATED ON THE UNPAID PRINCIPAL BALANCES AT AN INTEREST RATE OF
         1.000 PERCENTAGE POINTS OVER THE INDEX DESCRIBED BELOW. BORROWER'S
         FINAL PAYMENT OF $14,583.17 WILL BE DUE ON MARCH 15, 2002. THIS
         ESTIMATED FINAL PAYMENT IS BASED ON THE ASSUMPTION THAT ALL PAYMENTS
         WILL BE MADE EXACTLY AS SCHEDULED AND THAT THE INDEX DOES NOT CHANGE;
         THE ACTUAL FINAL PAYMENT WILL BE FOR ALL PRINCIPAL AND ACCRUED INTEREST
         NOT YET PAID, TOGETHER WITH ANY OTHER UNPAID AMOUNTS UNDER THIS NOTE.

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. 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 accrued unpaid interest, then to principal, and any remaining
amount to any unpaid collection costs and late charges.

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 rate established by
California Bank & Trust known as CALIFORNIA BANK & TRUST PRIME RATE (the
"Index"). 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 interest rate change will not occur more often than each DAY. The
Index currently is 8.750%. The Interest rate or rates to be applied to the
unpaid principal balance of this Note will be the rate or rates set forth above
in the "Payment" section. NOTICE: Under no circumstances will the interest rate
on this Note be more than the maximum rate allowed by applicable law. Whenever
increases occur in the interest rate, Lender, at its option, may do one or more
of the following: (a) increase Borrower's payments to ensure Borrower's loan
will pay off by its original final maturity date, (b) increase Borrower's
payments to cover accruing interest, (c) increase the number of Borrower's
payments, and (d) continue Borrower's payments at the same amount and increase
Borrower's final payment.

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 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 $200.00. 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


<PAGE>   2


04-20-2000             Promissory Note                                    Page 2
Loan No 9254000052       (Continued)

by Lender in writing, relieve Borrower of Borrower's obligation to continue to
make payments under the payment schedule. Rather, they will reduce the principal
balance due and may result in Borrower making fewer payments.

LATE CHARGE. If a payment is 15 days or more late, Borrower will be charged
6.000% of the regularly scheduled payment or $5.00, whichever is greater.

DEFAULT. Borrower will be in default if any of the following happens: (a)
Borrower fails to make any payment when 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 in any other agreement or loan Borrower
has with Lender. (c) Borrower defaults under any loan, extension of credit,
security agreement, purchase or sales agreement, or any other agreement, in
favor of any other creditor or person that may materially affect any of
Borrower's property or Borrower's ability to repay this Note or perform
Borrower's obligations under this Note or any of the Related Documents. (d) Any
representation or statement 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. (e) Borrower 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. (f) 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.
(g) Any guarantor dies or any of the other events described in this default
section occurs with respect to any guarantor of this Note. (h) A material
adverse change occurs in Borrower's financial condition, or Lender believes the
prospect of payment or performance of the Indebtedness is impaired.

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, increase the variable interest rate on this Note by 5.000 percentage
points. Lender may hire or pay someone else to help collect this Note if
Borrower does not pay. Borrower also will 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 to all other 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 SAN DIEGO County, the State of California. Lender and Borrower hereby
waive the right to any jury trial in any action, proceeding, or counterclaim
brought by either Lender or Borrower against the other. This Note shall be
governed by and construed in accordance with the laws of the State of
California.

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.

INTEGRATED AGREEMENT. By signing this document the undersigned represents and
agrees that; (A) this and the Related Documents executed in connection herewith
represents the final agreement between the parties, (B) there are no unwritten
oral agreements between the parties, and (C) this document may not be
contradicted by evidence of any prior, contemporaneous, or subsequent oral
agreements or understandings of the parties.

GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them. Each Borrower understands and
agrees that, with or without notice to Borrower, Lender may with respect to any
other Borrower (a) make one or more additional secured or unsecured loans or
otherwise extend additional credit; (b) alter, compromise, renew, extend,
accelerate, or otherwise change one or more times the time for payment or other
terms any indebtedness, including increases and decreases of the rate of
interest on the indebtedness; (c) exchange, enforce, waive, subordinate, fail or
decide not to perfect, and release any security, with or without the
substitution of new collateral; (d) 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 agreements, as Lender in its
discretion may determine; (e) 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; and (f) determine how, when and
what application of payments and credits shall be made on any other indebtedness
owing by such other borrower. 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

<PAGE>   3

04-20-2000             Promissory Note                                    Page 3
Loan No 9254000052       (Continued)

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:
LET'S PLAY SPORTS, INC.

BY:       /s/ TOM HIGGINSON
    ---------------------------------------
      TOM HIGGINSON, PRESIDENT

X         /s/ DAVID ALTOMARE
 ------------------------------------------
      DAVID ALTOMARE, CO-BORROWER

================================================================================
VARIABLE RATE IRREGULAR LASER PRO, REG. U.S. PAT. & T.M. OFF., VER. 328B (C)
2000 CFI PROSERVICES, INC. ALL RIGHTS RESERVED. (CA-D20 E3.28 F3.28A P3.28A
14031.1.NCI.OVL)


<PAGE>   4


CALIFORNIA BANK & TRUST

                                 PROMISSORY NOTE


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
   PRINCIPAL       LOAN DATE       MATURITY       LOAN NO.       CALL     COLLATERAL    ACCOUNT     OFFICER    INITIALS
<S>                <C>            <C>            <C>             <C>      <C>           <C>         <C>        <C>
  $75,000.00       04-20-2000     04-20-2001     9254000052                   07           05        09919
------------------------------------------------------------------------------------------------------------------------
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
------------------------------------------------------------------------------------------------------------------------

BORROWER:          LET'S PLAY SPORTS, INC.; ET. AL.              LENDER: CALIFORNIA BANK & TRUST
                   3683 RUFFIN ROAD, STE A                               NORTH COUNTY CORPORATE CENTER
                   SAN DIEGO, CA 92123                                   2141 PALOMAR AIRPORT ROAD #125
                                                                         CARLSBAD, CA 92009

PRINCIPAL AMOUNT: $75,000.00             INITIAL RATE: 10.000%                  DATE OF NOTE: APRIL 20, 2000
</TABLE>

PROMISE TO PAY. LET'S PLAY SPORTS, INC. AND DAVID ALTOMARE (REFERRED TO IN THIS
NOTE INDIVIDUALLY AND COLLECTIVELY AS "BORROWER") JOINTLY AND SEVERALLY PROMISE
TO PAY TO CALIFORNIA BANK & TRUST ("LENDER"), OR ORDER, IN LAWFUL MONEY OF THE
UNITED STATES OF AMERICA, THE PRINCIPAL AMOUNT OF SEVENTY FIVE THOUSAND & 00/100
DOLLARS ($75,000.00) 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 APRIL 20, 2001. IN ADDITION, BORROWER WILL
PAY REGULAR MONTHLY PAYMENTS OF ACCRUED UNPAID INTEREST BEGINNING MAY 20, 2000,
AND ALL SUBSEQUENT INTEREST PAYMENTS ARE DUE ON THE SAME DAY OF EACH MONTH AFTER
THAT. 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. 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 accrued unpaid interest, then to principal, and any remaining
amount to any unpaid collection costs and late charges.

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 rate established by
California Bank & Trust known as CALIFORNIA BANK & TRUST PRIME RATE (the
"Index". 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 interest rate change will not occur more often than each DAY. THE
INDEX CURRENTLY IS 9.000%. THE INTEREST RATE TO BE APPLIED TO THE UNPAID
PRINCIPAL BALANCE OF THIS NOTE WILL BE AT A RATE OF 1.000 PERCENTAGE POINT OVER
THE INDEX, ADJUSTED IF NECESSARY FOR THE MINIMUM AND MAXIMUM RATE LIMITATIONS
DESCRIBED BELOW, RESULTING IN AN INITIAL RATE OF 10.000%. NOTWITHSTANDING ANY
OTHER PROVISION OF THIS NOTE, THE VARIABLE INTEREST RATE OR RATES PROVIDED FOR
IN THIS NOTE WILL BE SUBJECT TO THE FOLLOWING MINIMUM AND MAXIMUM RATES. NOTICE:
Under no circumstances will the interest rate on this Note be less than 7.000%
or 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 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 $200.00. 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 continue
to make payments of accrued unpaid interest. Rather, they will reduce the
principal balance due.

LATE CHARGE. If a payment is 15 DAYS OR MORE LATE, Borrower will be charged
6.000% OF THE REGULARLY SCHEDULED PAYMENT OR $5.00, WHICHEVER IS GREATER.

DEFAULT. Borrower will be in default if any of the following happens: (a)
Borrower fails to make any payment when 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 in any other agreement or loan Borrower
has with Lender. (c) Borrower defaults under any loan, extension of credit,
security agreement, purchase or sales agreement, or any other agreement, in
favor of any other creditor or person that may materially affect any of
Borrower's property or Borrower's ability to repay this Note or perform
Borrower's obligations under this Note or any of the Related Documents. (d) Any
representation or statement made or furnished to Lender by Borrower or on
Borrower's behalf is false or misleading in any material

<PAGE>   5


respect either now or at the time made or furnished. (e) Borrower 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.
(f) 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. (g) Any guarantor dies or any of the other
events described in this default section occurs with respect to any guarantor of
this Note. (h) A material adverse change occurs in Borrower's financial
condition, or Lender believes the prospect of payment or performance of the
Indebtedness is impaired.

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, increase the variable interest rate on this Note to 6.000 percentage points
over the Index. Lender may hire or pay someone else to help collect this Note if
Borrower does not pay. Borrower also will 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 to all other 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 SAN DIEGO COUNTY, THE STATE OF CALIFORNIA. LENDER AND BORROWER HEREBY
WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM
BROUGHT BY EITHER LENDER OR BORROWER AGAINST THE OTHER. THIS NOTE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
CALIFORNIA.

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 evidences a straight line of credit. Once the total
amount of principal has been advanced, Borrower is not entitled to further loan
advances. Advances under this Note, as well as directions for payment from
Borrower's accounts, may be requested orally or in writing by Borrower or by an
authorized person. Lender may, but need not, require that all oral requests be
confirmed in writing. The following party or parties are authorized to request
advances under the line of credit until Lender receives from Borrower at
Lender's address shown above written notice of revocation of their authority:
TOM HIGGINSON and DAVID ALTOMARE. 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 this
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 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; or (d) Borrower has applied funds provided pursuant
to this Note for purposes other than those authorized by Lender.

INTEGRATED AGREEMENT. By signing this document the undersigned represents and
agrees that; (A) this and the Related Documents executed in connection herewith
represents the final agreement between the parties, (B) there are no unwritten
oral agreements between the parties, and (C) this document may not be
contradicted by evidence of any prior, contemporaneous, or subsequent oral
agreements a understandings of the parties.

GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them. Each Borrower understands and
agrees that, with or without notice to Borrower, Lender may with respect to any
other Borrower (a) make one or more additional secured or unsecured loans or
otherwise extend additional credit; (b) alter, compromise, renew, extend,
accelerate, or otherwise change one or more times the time for payment or other
terms any indebtedness, including increases and decreases of the rate of
interest on the indebtedness; (c) exchange, enforce, waive, subordinate, fail or
decide not to perfect, and release any security, with or without the
substitution of new collateral; (d) 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 agreements, as Lender in its
discretion may determine; (e) 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; and (f) determine how, when and
what application of payments and credits shall be made on any other indebtedness
owing by such other borrower. 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

<PAGE>   6


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. EACH BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES
RECEIPT OF A COMPLETED COPY OF THE NOTE.

BORROWER:

LET'S PLAY SPORTS, INC.

BY: /s/ TOM HIGGINSON
    ---------------------------------
          TOM HIGGINSON, PRESIDENT

X /s/ DAVID ALTOMARE
  -----------------------------------
          DAVID ALTOMARE, CO-BORROWER

================================================================================
VARIABLE RATE. LINE OF CREDIT LASER PRO, REG. U.S. PAT. & T.M. OFF., VER 3.25b
(C) 2000 CFI PROSERVICES, INC. ALL RIGHTS RESERVED. [CA-D20 E3.28 F3.28A P3.28A
16001.LN C1.OVL]


<PAGE>   7


CALIFORNIA BANK & TRUST

                                 PROMISSORY NOTE

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
   PRINCIPAL       LOAN DATE       MATURITY      LOAN NO.       CALL    COLLATERAL    ACCOUNT     OFFICER    INITIALS
<S>                <C>            <C>           <C>             <C>     <C>           <C>         <C>        <C>
  $263,000.00      04-20-2000     04-20-2001    9254000052                  07          0003       09919
----------------------------------------------------------------------------------------------------------------------
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
----------------------------------------------------------------------------------------------------------------------

Borrower:          LET'S PLAY SPORTS, INC.; ET. AL.              Lender: CALIFORNIA BANK & TRUST
                   3883 RUFFIN ROAD, STE A                               NORTH COUNTY CORPORATE
                   SAN DIEGO, CA 92123                                   CENTER
                                                                         2141 PALOMAR AIRPORT ROAD #125
                                                                         CARLSBAD, CA 92009

Principal Amount: $263,000.00               Initial Rate: 10.000%               Date of Note: April 20, 2000
</TABLE>

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

PROMISE TO PAY. LET'S PLAY SPORTS, INC. and DAVID ALTOMARE (referred to in this
Note individually and collectively as "Borrower") jointly and severally promise
to pay to CALIFORNIA BANK & TRUST ("Lender"), or order, In lawful money of the
United States of America, the principal amount of Two Hundred Sixty Three
Thousand & 00/100 Dollars ($263,000.00) 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 April 20, 2001. In addition, Borrower will
pay regular monthly payments of accrued unpaid interest beginning May 20, 2000,
and all subsequent interest payments are due on the same day of each month after
that 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. 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 accrued unpaid interest, then to principal, and any remaining
amount to any unpaid collection costs and late charges.

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 rate established by
California Bank & Trust known as CALIFORNIA BANK & TRUST PRIME RATE (the
`Index'). 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 interest rate change will not occur more often than each DAY. The
Index currently is 9.000%. The interest rate to be applied to the unpaid
principal balance of this Note will be at a rate of 1.000 percentage point over
the Index, adjusted if necessary for the minimum and maximum rate limitations
described below, resulting in an initial rate of 10.000%. Notwithstanding any
other provision of this Note, the variable interest rate or rates provided for
in this Note will be subject to the following minimum and maximum rates. NOTICE:
Under no circumstances will the interest rate on this Note be less than 7.000%
or 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 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 $200.00. 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 continue
to make payments of accrued unpaid interest. Rather, they will reduce the
principal balance due.

<PAGE>   8

04-20-2000             PROMISSORY NOTE                                    PAGE 2
LOAN NO 9254000052       (CONTINUED)

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

LATE CHARGE. If a payment is 15 days or more late, Borrower will be charged
6.000% of the regularly scheduled payment or $5.00, whichever is greater.

DEFAULT. Borrower will be in default if any of the following happens: (a)
Borrower fails to make any payment when 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 in any other agreement or loan Borrower
has with Lender. (c) Borrower defaults under any loan, extension of credit,
security agreement, purchase or sales agreement, or any other agreement, in
favor of any other creditor or person that may materially affect any of
Borrower's property or Borrower's ability to repay this Note or perform
Borrower's obligations under this Note or any of the Related Documents. (d) Any
representation or statement 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. (e) Borrower becomes insolvent, a receiver is
appointed for any part of Borrowers 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. (f) 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.
(g) Any guarantor dies or any of the other events described in this default
section occurs with respect to any guarantor of this Note. (h) A material
adverse change occurs in Borrower's financial condition, or Lender believes the
prospect of payment or performance of the indebtedness is impaired.

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, increase the variable interest rate on this Note to 6.000 percentage points
over the Index. Lender may hire or pay someone else to help collect this Note if
Borrower does not pay. Borrower also will 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 to all other 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 SAN DIEGO County, the State of California. Lender and Borrower hereby
waive the right to any jury trial in any action, proceeding, or counterclaim
brought by Lender or Borrower against the other. This Note shall be governed by
and construed in accordance with the laws of the State of California.

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 laws, to
charge or setoff all sums owing on this Note against any and all such accounts.

LINE OF CREDIT. This Note evidences a straight line of credit. Once the total
amount of principal has been advanced, Borrower is not entitled to further loan
advances. Advances under this Note, as well as directions for payment from
Borrower's accounts, may be requested orally or in writing by Borrower or by an
authorized person. Lender may, but need not, require that all oral requests be
confirmed in writing. The following party or parties are authorized to request
advances under the line of credit until Lender receives from Borrower at
Lender's address shown above written notice of revocation of their authority:
TOM HIGGINSON and DAVID ALTOMARE. 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 this
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 with the signing of this Note; (b) Borrower or any guarantor

<PAGE>   9

04-20-2000             PROMISSORY NOTE                                    PAGE 3
LOAN NO 9254000052       (CONTINUED)

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

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; or (d) Borrower has applied funds provided
pursuant to this Note for purposes other than those authorized by Lender.

INTEGRATED AGREEMENT. By signing this document the undersigned represents and
agrees that; (A) this and the Related Documents executed in connection herewith
represents the final agreement between the parties, (B) there are no unwritten
oral agreements between the parties, and (C) this document may not be
contradicted by evidence of any prior, contemporaneous, or subsequent oral
agreements or understandings of the parties.

GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them. Each Borrower understands and
agrees that, with or without notice to Borrower, Lender may with respect to any
other Borrower (a) make one or more additional secured or unsecured loans or
otherwise extend additional credit; (b) alter, compromise, renew, extend,
accelerate, or otherwise change one or more times the time for payment or other
terms any indebtedness, including increases and decreases of the rate of
interest on the indebtedness; (c) exchange, enforce, waive, subordinate, fail or
decide not to perfect, and release any security, with or without the
substitution of new collateral; (d) 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 agreements, as Lender in its
discretion may determine; (e) 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; and (f) determine how, when and
what application of payments and credits shall be made on any other indebtedness
owing by such other borrower. 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. EACH BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES
RECEIPT OF A COMPLETED COPY OF THE NOTE.

BORROWER:

LET'S PLAY SPORTS, INC.


By: /s/Tom Higginson
    ------------------------------
       Tom Higginson, President


X   /s/David Altomare
    ------------------------------
       David Altomare, Co-Borrower

================================================================================
VARIABLE RATE. LINE OF CREDIT. LASER PRO, REG. U.S. PAT. & T.M. OFF., VER.
  328b(C)2000 CFI PROSERVICES, INC. ALL RIGHTS RESERVED. [CA-D20 E3.28 F3.28a
                            P3.28a 16000.LN C1.OVL]


<PAGE>   10


CALIFORNIA BANK & TRUST


                                 PROMISSORY NOTE


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
   PRINCIPAL       LOAN DATE       MATURITY      LOAN NO.       CALL    COLLATERAL    ACCOUNT     OFFICER    INITIALS
<S>                <C>            <C>           <C>             <C>     <C>           <C>         <C>        <C>
  $350,000.00      08-24-2000     08-25-2001    9254000052                  07           05        09919
----------------------------------------------------------------------------------------------------------------------
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
----------------------------------------------------------------------------------------------------------------------

Borrower:          LET'S PLAY SPORTS, INC.                      Lender: CALIFORNIA BANK & TRUST
                   3883 RUFFIN ROAD, SUITE A                            NORTH COUNTY CORPORATE
                   SAN DIEGO, CA 92123-1813                             CENTER
                                                                        2141 PALOMAR AIRPORT ROAD #125
                                                                        CARLSBAD, CA 92009

----------------------------------------------------------------------------------------------------------------------

Principal Amount: $350,000.00                   Initial Rate: 10.500%                  Date of Note: August 24, 2000
</TABLE>

PROMISE TO PAY. LET'S PLAY SPORTS, INC. ("Borrower") promises to pay to
CALIFORNIA BANK & TRUST ("Lender"), or order, in lawful money of the United
States of America, the principal amount of Three Hundred Fifty Thousand & 00/100
Dollars ($350,000.00) 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 August 25, 2001. In addition, Borrower will
pay regular monthly payments of accrued unpaid interest beginning September 25,
2000, and all subsequent interest payments are due on the same day of each month
after that. 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. 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 accrued unpaid interest, then to principal,
and any remaining amount to any unpaid collection costs and late charges.

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 rate established by
California Bank & Trust known as CALIFORNIA BANK & TRUST PRIME RATE (the
"Index"). 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 interest rate change will not occur more often than each DAY. The
Index currently is 9.500%. The interest rate to be applied to the unpaid
principal balance of this Note will be at a rate of 1.000 percentage point over
the Index, adjusted if necessary for the minimum and maximum rate limitations
described below, resulting in an initial rate of 10.500%. Notwithstanding any
other provision of this Note, the variable interest rate or rates provided for
in this Note will be subject to the following minimum and maximum rates. NOTICE:
Under no circumstances will the interest rate on this Note be less than 7.000%
or 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 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 $200.00. 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,

<PAGE>   11

08-24-2000              PROMISSORY NOTE                                   PAGE 2
LOAN NO 9254000052        (CONTINUED)

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

relieve Borrower of Borrower's obligation to continue to make payments of
accrued unpaid interest. Rather, they will reduce the principal balance due.

LATE CHARGE. If a payment is 15 days or more late, Borrower will be charged
6.000% of the regularly scheduled payment or $5.00, whichever is greater.

DEFAULT. Borrower will be in default if any of the following happens: (a)
Borrower fails to make any payment when 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 in any other agreement or loan Borrower
has with Lender. (c) Borrower defaults under any loan, extension of credit,
security agreement, purchase or sales agreement, or any other agreement, in
favor of any other creditor or person that may materially affect any of
Borrower's property or Borrower's ability to repay this Note or perform
Borrower's obligations under this Note or any of the Related Documents. (d) Any
representation or statement 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. (e) Borrower 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. (f) 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.
(g) Any guarantor dies or any of the other events described in this default
section occurs with respect to any guarantor of this Note. (h) A material
adverse change occurs in Borrower's financial condition, or Lender believes the
prospect of payment or performance of the Indebtedness is impaired.

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, increase the variable interest rate on this Note to 6.000 percentage points
over the Index. Lender may hire or pay someone else to help collect this Note if
Borrower does not pay. Borrower also will 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 to all other 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 SAN DIEGO County, the State of California. Lender and Borrower hereby
waive the right to any jury trial In any action, proceeding, or counterclaim
brought by either Lender or Borrower against the other. This Note shall be
governed by and construed in accordance with the laws of the State of
California.

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 evidences a revolving line of credit. Advances under
this Note may be requested either orally or in writing by Borrower or by an
authorized person. Lender may, but need not, require that all oral requests be
confirmed in writing. 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 advances under
the line of credit until Lender receives from Borrower at Lender's address shown
above written notice of revocation of their authority: TOM HIGGINSON, PRESIDENT.
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 this Note or by Lender's
internal records, including daily computer print-outs. Lender will have no

<PAGE>   12

08-24-2000              PROMISSORY NOTE                                   PAGE 3
LOAN NO 9254000052        (CONTINUED)

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

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 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; or (d) Borrower has applied funds provided pursuant to this Note for
purposes other than those authorized by Lender.

INTEGRATED AGREEMENT. By signing this document the undersigned represents and
agrees that; (A) this and the Related Documents executed in connection herewith
represents the final agreement between the parties, (B) there are no unwritten
oral agreements between the parties, and (C) this document may not be
contradicted by evidence of any prior, contemporaneous, or subsequent oral
agreements or understandings of the parties.

ADDITIONAL PROVISIONS. BORROWER AGREES TO PROVIDE THE FOLLOWING:

1)       BORROWER'S CPA COMPILED CONSOLIDATED FINANCIAL STATEMENT(S) DUE WITHIN
         60 DAYS OF FISCAL YEAR END.

2)       BORROWER'S INTERIM FINANCIAL STATEMENT(S) DUE WITHIN 30 DAYS OF EACH
         QUARTER END.

3)       BORROWER'S FEDERAL TAX RETURN(S) DUE WITHIN 60 DAYS OF FILING.

4)       GUARANTOR'S FINANCIAL STATEMENT(S) DUE NO LESS THAN ON AN ANNUAL BASIS.

5)       GUARANTOR'S PERSONAL FEDERAL TAX RETURN(S) DUE WITHIN 60 DAYS OF
         FILING.

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.

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:

LET'S PLAY SPORTS, INC.


By: /s/ Tom Higginson
    ------------------------
    TOM HIGGINSON, PRESIDENT


================================================================================
 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 17216.LN C1.OVL]


<PAGE>   13


                               COMMERCIAL GUARANTY

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
  PRINCIPAL      LOAN DATE     MATURITY     LOAN NO.      CALL     COLLATERAL     ACCOUNT      OFFICER     INITIALS
<S>              <C>           <C>          <C>           <C>      <C>            <C>          <C>         <C>
                                                                       07           05          09919
----------------------------------------------------------------------------------------------------------------------
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.
----------------------------------------------------------------------------------------------------------------------

BORROWER:  LET'S PLAY SPORTS, INC.                        LENDER: CALIFORNIA BANK & TRUST
           3883 RUFFIN ROAD, SUITE A                              NORTH COUNTY CORPORATE CENTER
           SAN DIEGO, CA  92123-1813                              2141 PALOMAR AIRPORT ROAD #125
                                                                  CARLSBAD, CA  92009

GUARANTOR: DAVID A. ALTOMARE
           3883 RUFFIN ROAD, SUITE A
           SAN DIEGO, CA  92123-1813
</TABLE>

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

AMOUNT OF GUARANTY. THE PRINCIPAL AMOUNT OF THIS GUARANTY IS THREE HUNDRED FIFTY
THOUSAND & 00/100 DOLLARS ($350,000.00)

CONTINUING GUARANTY. FOR GOOD AND VALUABLE CONSIDERATION, DAVID A. ALTOMARE
("GUARANTOR") ABSOLUTELY AND UNCONDITIONALLY GUARANTEES AND PROMISES TO PAY TO
CALIFORNIA BANK & TRUST ("LENDER") OR ITS ORDER, IN LEGAL TENDER OF THE UNTIED
STATES OF AMERICA, THE INDEBTEDNESS (AS THAT TERM IS DEFINED BELOW) OF LET'S
PLAY SPORTS, INC. ("BORROWER") 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 LET'S PLAY SPORTS, INC.

         GUARANTOR. The word "Guarantor" means DAVID A. ALTOMARE.

         GUARANTY. The word "Guaranty" means this Guaranty made by Guarantor for
         the benefit of Lender dated August 24, 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 CALIFORNIA BANK & TRUST, 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>   14


08-24-2000                     COMMERCIAL GUARANTY                        Page 2
Loan No. 9254000052                (continued)

MAXIMUM LIABILITY. THE MAXIMUM LIABILITY OF GUARANTOR UNDER THIS GUARANTY SHALL
NOT EXCEED AT ANY ONE TIME THE SUM OF THE PRINCIPAL AMOUNT OF $350,000.00, 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
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 doe 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)

<PAGE>   15

08-24-2000                      COMMERCIAL GUARANTY                       Page 3
Loan No. 9254000052                (continued)

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, 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 risk
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, demands, 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 or 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

<PAGE>   16

08-24-2000                      COMMERCIAL GUARANTY                       Page 4
Loan No. 9254000052                (continued)

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.

Guarantor waives all rights and any defenses arising out of an election of
remedies by Lender even though that election of remedies, such as a nonjudicial
foreclosure with respect to security for a guaranteed obligation, has destroyed
Guarantor's right of subrogation and reimbursement against Borrower by operation
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
and 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 transfers 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 [__??___] 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

<PAGE>   17

08-24-2000                       COMMERCIAL GUARANTY                      Page 5
Loan No. 9254000052                 (continued)

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, 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; Guaranty has had the opportunity to be
         advised by the terms of this Guaranty. Guarantor hereby indemnifies and
         holds Lender harmless form all losses, claims, damages, and costs
         (including Lender's attorneys' fees) suffered or incurred by Lender as
         a result of any breach by 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 SAN DIEGO County, State of California. Lender and Guarantor
         hereby waive the right to any jury trial and any action, proceeding, or
         counterclaim brought by either Lender or Guarantor against the other.
         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.

<PAGE>   18

08-24-2000                           COMMERCIAL GUARANTY                  Page 6
Loan No. 9254000052                     (continued)

         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 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
         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.
         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 right or of any
         of Guarantor's obligations as to any future transactions. Whenever the
         consent of Lender is required under the 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.

INTEGRATED AGREEMENT. By signing the document the undersigned represents and
agrees that; (A) this and the Related Documents executed in connection herewith
represents the final agreement between the parties, (B) there are no unwritten
oral agreements between the parties, and (C) this document may not be
contradicted by evidence of any prior, contemporaneous, or subsequent oral
agreements or understandings of the parties.

FINANCIAL STATEMENT CERTIFICATIONS. The undersigned hereby certifies to
California Bank & Trust ("Bank") that all financial information ("Information")
submitted to Bank now and at all times during the term of this loan does, and
will, fairly and accurately represent the financial condition of the person or
entity on whose behalf it is submitted. Financial information includes, but is
not limited to: all Business Financial Statements (including Interim and
Year-End financial statements that are Company-prepared and/or CPA-prepared),
Business Income Tax Returns, Borrowing Base Certificates, Accounts Receivable
and Accounts Payable Agings, Personal Financial Statements and Personal Income
Tax Returns.

The undersigned understands that the Bank will rely on all financial
information, whenever provided, and that such information is a material
inducement to Bank to make, to continue to make, or otherwise extend credit
accommodations to borrower. The undersigned covenants and agrees to notify Bank
of any adverse material changes in his/her/its financial condition in the
future.

The undersigned further understands and acknowledges that there are criminal
penalties for giving false financial information to federally insured financial
institutions.


<PAGE>   19


08-24-2000                       COMMERCIAL GUARANTY                      Page 7
Loan No. 9254000052                  (continued)

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 AUGUST 24, 2000.

GUARANTOR:

X /s/ DAVID A. ALTOMARE
  ---------------------
  DAVID A. ALTOMARE


<PAGE>   20


                               COMMERCIAL GUARANTY

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
  PRINCIPAL     LOAN DATE    MATURITY     LOAN NO.       CALL      COLLATERAL     ACCOUNT      OFFICER     INITIALS
<S>             <C>          <C>          <C>            <C>       <C>            <C>          <C>         <C>
                                                                       07          0003         09919
----------------------------------------------------------------------------------------------------------------------
 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.
----------------------------------------------------------------------------------------------------------------------

Borrower:       LET'S PLAY SPORTS, INC.; ET. AL.         Lender: CALIFORNIA BANK & TRUST
                3883 RUFFIN ROAD, STE A                          NORTH COUNTY CORPORATE
                SAN DIEGO, CA 92123                              CENTER
                                                                 2141 PALOMAR AIRPORT ROAD #125
                                                                 CARLSBAD, CA 92009

Guarantor:      BRENTO CORP.
                3883 RUFFIN ROAD, STE A
                SAN DIEGO, CA 92123
----------------------------------------------------------------------------------------------------------------------
</TABLE>

AMOUNT OF GUARANTY.  The amount of this Guaranty is Unlimited.

CONTINUING UNLIMITED GUARANTY. For good and valuable consideration, BRENTO CORP.
("Guarantor") absolutely and unconditionally guarantees and promises to pay to
CALIFORNIA BANK & TRUST ("Lender") or its order, in legal tender of the United
States of America, the Indebtedness (as that term is defined below) of LET'S
PLAY SPORTS, INC. and DAVID ALTOMARE ("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 LETS PLAY SPORTS, INC. and DAVID
         ALTOMARE.

         GUARANTOR. The word "Guarantor" means BRENTO CORP.

         GUARANTY. The word "Guaranty" means this Guaranty made by Guarantor for
         the benefit of Lender dated April 20, 2000.

         INDEBTEDNESS. The word "Indebtedness" is used in its most comprehensive
         sense and means and includes any and all of Borrowers 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 CALIFORNIA BANK & TRUST, 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.

MAXIMUM LIABILITY. The maximum liability of Guarantor under this Guaranty shall
be unlimited.

<PAGE>   21


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.
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. Guarantors 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 the 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 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. The
obligations of Guarantor under this Guaranty shall be in addition to any
obligations of Guarantor, or any of them, under any other guaranties of the
Indebtedness of Borrower or any other person heretofore or hereafter given to
Lender unless such other guaranties are modified or revoked in writing; and this
Guaranty shall not, unless herein provided, affect, invalidate, or supersede any
such other 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 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.

<PAGE>   22


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 risk
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, demands, 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 or 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.

Guarantor waives all rights and any defenses arising out of an election of
remedies by Lender even though that election of remedies, such as a nonjudicial
foreclosure with respect to security for a guaranteed obligation, has destroyed
Guarantor's right of subrogation and reimbursement against Borrower by operation
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

<PAGE>   23


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 and 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 transfers 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 [ ?? ] 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, 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:

<PAGE>   24


         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; Guaranty has had the opportunity to be
         advised by the terms of this Guaranty. Guarantor hereby indemnifies and
         holds Lender harmless form all losses, claims, damages, and costs
         (including Lender's attorneys' fees) suffered or incurred by Lender as
         a result of any breach by 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 SAN DIEGO County, State of California. Lender and Guarantor
         hereby waive the right to any jury trial and any action, proceeding, or
         counterclaim brought by either Lender or Guarantor against the other.
         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 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
         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.
         No delay or omission on the part of Lender in exercising any right

<PAGE>   25


         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 right or of any
         of Guarantor's obligations as to any future transactions. Whenever the
         consent of Lender is required under the 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.

INTEGRATED AGREEMENT. By signing the document the undersigned represents and
agrees that: (A) this and the Related Documents executed in connection herewith
represents the final agreement between the parties, (B) there are no unwritten
oral agreements between the parties, and (C) this document may not be
contradicted by evidence of any prior, contemporaneous, or subsequent oral
agreements or understandings of the parties.

FINANCIAL STATEMENT CERTIFICATIONS. The undersigned hereby certifies to
California Bank & Trust ("Bank") that all financial information ("Information")
submitted to Bank now and at all times during the term of this loan does, and
will, fairly and accurately represent the financial condition of the person or
entity on whose behalf it is submitted. Financial information includes, but is
not limited to: all Business Financial Statements (including Interim and
Year-End financial statements that are Company-prepared and/or CPA-prepared),
Business Income Tax Returns, Borrowing Base Certificates, Accounts Receivable
and Accounts Payable Agings, Personal Financial Statements and Personal Income
Tax Returns.

The undersigned understands that the Bank will rely on all financial
information, whenever provided, and that such information is a material
inducement to Bank to make, to continue to make, or otherwise extend credit
accommodations to borrower. The undersigned covenants and agrees to notify Bank
of any adverse material changes in his/her/its financial condition in the
future.

The undersigned further understands and acknowledges that there are criminal
penalties for giving false financial information to federally insured financial
institutions.

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 APRIL 20, 2000.

GUARANTOR:

/s/ DAVID A. ALTOMARE
---------------------------------
BRENTO CORP. BY DAVID A. ALTOMARE