<PAGE>   1
                                                                   EXHIBIT 10.16


BANK ONE

                                 PROMISSORY NOTE

<TABLE>
<CAPTION>
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   Principal       Loan Date      Maturity       Loan No.       Call       Collateral       Account       Officer      Initials
<S>               <C>            <C>             <C>            <C>        <C>              <C>           <C>          <C>
  $843,750.00     01-25-1999     07-25-1999                                   419                          89228
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REFERENCES IN THE SHADED AREA ARE FOR LENDER'S USE ONLY AND DO NOT LIMIT THE APPLICABILITY OF THIS DOCUMENT TO ANY PARTICULAR LOAN
OR ITEM
----------------------------------------------------------------------------------------------------------------------------------

BORROWER:         TWENTY TWO LINE INC. DRAFT DOCUMENTS          LENDER:  BANK ONE, TEXAS. N.A.
                  21919 BRIAR CLIFF DR.                                  NORTHCROSS BANKING CENTER - AUSTIN
                  SPICEWOOD, TX 78669                                    7600 BURNET RD.
                                                                         AUSTIN, TX 78757
</TABLE>

PRINCIPAL AMOUNT: $843,750.00                     DATE OF NOTE: JANUARY 25, 1999

PROMISE TO PAY. For value received, TWENTY TWO LINE INC. DRAFT DOCUMENTS
("Borrower") promises to pay to Bank One, Texas, N.A. ("Lender"), or order, in
lawful money of the United States of America, the principal amount of Eight
Hundred Forty Three Thousand Seven Hundred Fifty & 00/100 Dollars ($843,750.00)
("Total Principal Amount") or so much as may be outstanding, together with
interest at the rate of 8.500% per annum on the unpaid outstanding principal
balance from the date advanced until paid in full.

PAYMENT. This Note shall be payable as follows: Interest shall be due and
payable monthly as it accrues, commencing on February 25, 1999 and continuing on
the same day of each month thereafter during the term of this Note, and the
outstanding principal balance of this Note, together with all accrued but unpaid
interest, shall be due and payable on July 25, 1999. The annual interest rate
for this Note is computed on a 365/360 basis; that is, by applying the ratio of
the annual interest rate over a year of 360 days, multiplied by the outstanding
principal balance, multiplied by the actual number of days the principal balance
is outstanding, unless such calculation would result in a usurious rate, it
which case interest shall be calculated on a per diem basis of a year of 365 or
366 days, as the case may be. Borrower will pay Lender at the address designated
by Lender from time to time in writing. If any payment of principal of or
interest on this Note shall become due on a day which is not a Business Day,
such payment shall be made on the next succeeding Business Day. As used herein,
the term "Business Day" shall mean any day other than a Saturday, Sunday or any
other day on which national banking associations are authorized to be closed.
Unless otherwise agreed to, in writing, or otherwise required by applicable law,
payments will be applied first to accrued, unpaid interest, then to principal,
and any remaining amount to any unpaid collection costs, late charges and other
charges, provided, however, upon delinquency or other default, Lender reserves
the right to apply payments among principal, interest, late charges, collection
costs and other charges at its discretion. Notwithstanding any other provision
of this Note, Lender will not charge interest on any undisbursed loan proceeds.
No scheduled payment, whether of principal or interest or both, will be due
unless sufficient loan funds have been disbursed by the scheduled payment date
to justify the payment. The books and records of Lender shall be prima facie
evidence of all outstanding principal of and accrued but unpaid interest on this
Note. If this Note is governed by or is executed in connection with a loan
agreement, this Note is subject to the terms and provisions thereof.

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

LATE CHARGES. IF A PAYMENT IS 10 DAYS OR MORE LATE, BORROWER WILL BE CHARGED
5.000% OF THE REGULARLY SCHEDULED PAYMENT OR $25.00, WHICHEVER IS GREATER.

POST MATURITY RATE. The Post Maturity Rate on this Note is 11.500% per annum.
Borrower will pay interest on all sums due after final maturity, whether by
acceleration or otherwise, at that rate, with the exception of any amounts added
to the principal balance of this Note based on Lender's payment of insurance
premiums, which will continue to accrue interest at the pre-maturity rate.

DEFAULT. Borrower will be in default if any of the following happens: (a)
Borrower fails to make any payment of principal or interest when due under this
Note or any other indebtedness owing now or hereafter by Borrower to Lender; (b)
failure of Borrower or any other party to comply with or perform any term,
obligation, covenant or condition contained in this Note or in any other
promissory note, credit agreement, loan agreement, guaranty, security agreement,
mortgage, deed of trust or any other instrument,

<PAGE>   2


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

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

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

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

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

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

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

LINE OF CREDIT. This Note evidences a non-revolving line of credit. Once an
amount equal to the Total Principal Amount has been advanced hereunder, Borrower
is not entitled to further advances under this Note. Any request for advances
under this Note must be in writing, unless Lender, in its sole discretion,
accepts telephonic or other oral advance requests. Borrower agrees to indemnify
and hold Lender harmless from any loss or liability incurred in connection with
Lender honoring any telephonic or other oral advance request. All
communications, instructions, or directions by telephone or otherwise to Lender
are to be directed to Lender's office shown above.

<PAGE>   3


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

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

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

<PAGE>   4


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:

TWENTY TWO LINE INC. DRAFT DOCUMENTS

BY:  /s/ THOMAS HIGGINSON
   ---------------------------------
     TOM W. HIGGINSON, PRESIDENT

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

 FIXED RATE.LINE OF CREDIT LASER PRO, REG. U.S. PAT. & T.M. OFF., VER 3.25A (C)
   1999 CFI PROSERVICES, INC. ALL RIGHTS RESERVED. (TX-D20 E3.25 F3.25 P3.25
                              13617303.LN (23.OVL)


<PAGE>   5


                               COMMERCIAL GUARANTY

<TABLE>
<CAPTION>
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  Principal       Loan Date      Maturity       Loan No.       Call       Collateral       Account        Officer       Initials
<S>               <C>            <C>            <C>            <C>        <C>              <C>            <C>           <C>
                                                                              419                          89228
----------------------------------------------------------------------------------------------------------------------------------
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:         TWENTY TWO LINE INC. DRAFT DOCUMENTS         LENDER: BANK ONE, TEXAS, N.A.
                  21919 BRIAR CLIFF DR.                                NORTHCROSS BANKING CENTER - AUSTIN
                  SPICEWOOD. TX 78669                                  7600 BURNET RD.
                                                                       AUSTIN, TX 78757
GUARANTOR:        DAVID A. ALTOMARE
                  4730 AVION WAY
                  SAN DIEGO. CA 92115
</TABLE>

LIMITED GUARANTY. FOR GOOD AND VALUABLE CONSIDERATION, DAVID A. ALTOMARE
("GUARANTOR") ABSOLUTELY AND UNCONDITIONALLY GUARANTEES AND PROMISES TO PAY TO
BANK ONE, TEXAS, N.A. ("LENDER") OR ITS ORDER, IN LEGAL TENDER OF THE UNITED
STATES OF AMERICA, THE INDEBTEDNESS (AS THAT TERM IS DEFINED BELOW) OF TWENTY
TWO LINE INC. DRAFT DOCUMENTS ("BORROWER") TO LENDER ON THE TERMS AND CONDITIONS
SET FORTH IN THIS GUARANTY.

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

         BORROWER. The word "Borrower" means TWENTY TWO LINE INC. DRAFT
         DOCUMENTS.

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

         GUARANTY. The word "Guaranty" means this Guaranty made by Guarantor for
         the benefit of Lender dated January 25, 1999.

         INDEBTEDNESS. The word "Indebtedness" means (a) all principal owing
         under the Note. (b all accrued but unpaid interest owing under the
         Note, and (c) all collection costs and expenses (including, without
         limitation, reasonable attorneys' fees) relating to the Note or to any
         collateral for the Note.

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

         NOTE. The word "Note" means the promissory note dated January 25, 1999,
         in the original principal amount of $843,750.00 from Borrower to
         Lender, together with all renewals of, extensions of, modifications of,
         refinancings of, consolidations of, and substitutions for such
         promissory note.

         RELATED DOCUMENTS. The words "Related Documents" mean and include
         without limitation the Note and all 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
         Note.

LIMITATION ON LIABILITY. The maximum amount guaranteed hereunder shall not
exceed the indebtedness owing under the Note, plus the other Indebtedness
described above.

The above limitation on liability is not a restriction on the amount of
indebtedness owing by Borrower to Lender from time to time, 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. This is a guaranty of payment and not of collection.
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. 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.

<PAGE>   6


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 shall have
been fully and finally paid and satisfied and all other obligations of Guarantor
under this Guaranty shall have been performed in full. Guarantor shall be
liable, jointly and severally, with Borrower and any other guarantor of all or
any part of the Indebtedness and release of any other guarantor of the
Indebtedness, or termination or revocation of any other guaranty of the
Indebtedness, shall not affect the liability of Guarantor under this Guaranty.
This Guaranty is irrevocable.

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

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

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

<PAGE>   7


Guarantor waives all rights of Guarantor under, or the requirements imposed by,
Chapter 34 of the Texas Business and Commerce Code.

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

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

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

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

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

MISCELLANEOUS PROVISIONS.

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

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

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

<PAGE>   8


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

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

         NOTICES. All notices required to be given by either party to the other
         under this Guaranty shall be in writing and 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. For notice
         purposes, Guarantor agrees to keep Lender informed at all times of
         Guarantor's current address. In the event that Guarantor is entitled to
         receive any notice under the Uniform Commercial Code, as it exists in
         the state governing any such notice, of the sale or other disposition
         of any collateral securing all or any part of the Indebtedness or this
         Guaranty, reasonable notice shall be deemed given when such notice is
         given pursuant to the terms of this Subsection ten (10) days prior to
         the date any public sale, or after which any private sale, of any such
         collateral is to be held.

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

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

<PAGE>   9


         instance shall not constitute continuing consent to subsequent
         instances where such consent is required and in all cases such consent
         may prevented or withheld in the sole discretion of Lender.

INTERIM FINANCIAL STATEMENTS OF INDIVIDUAL NON-GUARANTOR. Guarantor further
represents, warrants and covenants to Lender that so long as this Guaranty is in
effect, LET'S PLAY SPORTS, INC. shall, within SIXTY (60) days of each fiscal
QUARTER, its interim financial statements, including a balance sheet, income
statement and statement of changes in financial position, for the period ended,
prepared and certified, subject to year end review adjustments, as correct to
the best knowledge and belief by its chief financial officer or other person
reasonably acceptable to lender.

ANNUAL TAX RETURNS OF GUARANTORS. Guarantor further represents, warrants and
covenants to Lender that so long as this Guaranty is in effect, GUARANTORS shall
provide Lender, within SIXTY (60) days of the filing thereof each year, a true
and complete copy of their/its Federal Income Tax returns, including all
exhibits and schedules attached thereto and being signed and dated.

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 JANUARY 25, 1999.

GUARANTOR:

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


================================================================================
 LASERPRO, REG. U.S. PAT. & T.M. OFF., VER 3.25A (C) 1999 PROSERVICES, INC. ALL
        RIGHTS RESERVED. (TX-E20 E3.25 F3.25 P3.25 13617303.LN (23.OVL)