PROMISSORY NOTE

  EXECUTED AT: NEW YORK CITY

  DATED: AUGUST 10, 2000

  PRINCIPAL SUM: $100,000

         FOR A LOAN RECEIVED in the principal sum shown above, CAVALCADE OF
SPORTS MEDIA, INC., a Nevada corporation with principal offices located at 12868
Via Latina, Del Mar, California 92014 ("Borrower"), promises to pay to the order
of:

Name: DON GAON ("Lender")

the principal sum set forth above on or before:

Maturity Date: FEB 10, 2001.

The loan represented by this Promissory Note shall bear interest at the rate of
18% per annum, simple interest from the date hereof. Interest shall be payable
at maturity. If Borrower fails to pay the full amount of principal together with
the interest thereon on the date it becomes due, Borrower shall be in default.
The unpaid principal and the unpaid interest thereon shall thereafter both bear
interest at the rate of eighteen percent (180) per annum until paid; but this
provision shall not increase the liability of Borrower beyond the legal interest
rate. If any law, which applies to this loan and which sets maximum loan
charges, is finally interpreted so that the interest or other loan charges to be
collected in connection with this loan exceed permitted limits, then this loan
shall not be void but any such interest or loan charge shall be reduced by the
amount necessary to reduce such interest or loan charge to permitted limits.
Borrower agrees to pay all costs of collection, including reasonable attorney
fees in case payment is not made when it becomes due. Presentment, notice of
dishonor, and protest are hereby waived by the Borrower. This Note is to be
construed and enforced in accordance with the laws of the State of Nevada in
existence on the date of this Promissory Note.

         IN WITNESS WHEREOF, intending to be legally bound, the Borrower has
executed this Promissory Note as of the date above written.

                                                 CAVALCADE OF SPORTS MEDIA, INC.


                                                   By: /s/ Edward E. Litwak
                                                   ----------------------------
                                                    Edward E. Litwak, President

<PAGE>

                                    GUARANTY

KNOW ALL MEN BY THESE PRESENTS:


FOR VALUE RECEIVED this 10 day of August 2000, Ed Litwak an individual
residing at 12869 Via Latina, Del Mar, CA 92104 hereby unconditionally and
irrevocably jointly and severally guarantees to DON GAON, an individual with his
address at c/o World Direct Trade, 53 W. 36th Street, Suite 1102, New York, NY
1008 and his successors and assigns ("Lender") the following:

The timely and full payment and repayment from CAVALCADE OF SPORTS MEDIA, INC.,
a Nevada corporation with offices at 12858 Via Latina, Del Mar, CA 92014
("Borrower") of which Guarantor is a shareholder, officer and director, under
that certain promissory note dated August 9, 2000 made by Borrower to Lender in
the original principal amount of $100,000.00 (the "Note") evidencing the loan
made by Lender to Borrower, and any and all accrued and unpaid interest at the
rates provided for in the Note, late charges, expenses of collection and any
other amounts as may be provided in the Note; and all costs and expenses of and
advances made by Lender (including, without limitation, attorneys' fee and
disbursements) in enforcing the Note and Borrower's and Guarantor's obligations
thereunder and hereunder, together with interest thereon as the interest rate
set forth in the Note.

The obligations of Guarantor hereunder are and shall be absolute under any and
all circumstances without regard to the validity, regularity or enforceability
of the Note. The obligations of the Guarantor hereunder are primary, direct,
unconditional and completely independent of the obligations of Borrower. A
separate cause of action or separate causes of action may be brought and
prosecuted against Guarantor without the necessity of joining, or previously
proceeding or exhausting any other remedy against, Borrower, or any other person
who might have become liable for the indebtedness by assumption thereof or
otherwise, or of realizing upon any security then held by Lender. Guarantor
hereby specifically waives any and all defenses of any and every kind
(including, without limitation, substantive, procedural and jurisdictional
defenses) to any action or proceeding brought to enforce this Guaranty or any
part of this Guaranty either at law or in equity, except the single defense that
all the obligations of Guarantor have actually been paid and performed. Lender
shall not be required to give notice to Guarantor of any failure or omission on
the part of Borrower to meet any payments sooner than at the time payment
hereunder is demanded, and Guarantor expressly waives any other notice,
diligence, presentment, demand for payment and protest.

This instrument is to be construed as a continuing, binding, absolute and
unconditional guaranty that shall remain in full force and effect as written
from and after the date hereof until actual payment and performance of the
obligations of the Guarantor in full, both principal and interest, and all sums
and obligations due under the Note and Guaranty.  Guarantor shall pay all
reasonable attorneys' fees and disbursements and other costs and expenses
incurred by Lender if Lender reports to the courts or otherwise requires the
services on an attorney to enforce this Guaranty or the Note.

If claim is ever made upon Lender for repayment or recovery of any amounts
received by Lender in payment of any of the indebtedness evidenced by the Note
and Lender repays all or part of said amount by reason of (a) any judgment,
decree or order of any court or administrative body having jurisdiction over
Lender or any of its property, or (b) any settlement or compromise of such claim
 effected by Lender with any such claimant (including, without limitation,
Borrower), then, in such event, Guarantor agrees that any such judgment, decree,
order, settlement or compromise shall be binding upon Guarantor, notwithstanding
any revocation, termination or return thereof or the cancellation of the Note,
and Guarantor shall be and remain obligated to Lender hereunder for the amount
so repaid or recovered to the same extent as if such amount had never originally
been received by Lender.

This Guaranty shall be construed in accordance with the laws of the State of New
York without reference to principles of conflict of laws (including, without
limitation, the laws of any other country).  This Guaranty cannot be modified,
amended or terminated orally.  If any part of this Guaranty shall not be valid


<PAGE>

under the laws of the State of New York, such part shall be rendered
inoperative, but the remainder of this Guaranty shall be enforceable. Guarantor
hereby irrevocably agrees that Guarantor is and shall remain subject to, and
Guarantor hereby irrevocably submits to personal jurisdiction in all State and
Federal courts located in the State and County of New York in any action or
proceeding arising out of this Guaranty and Guarantor hereby waives any defense
or right to stay or dismiss on the basis of forum non conveniene regarding any
action or proceeding brought before said courts. Service of any notice or
summons and complaint or other process in any such action or proceeding may be
made on Guarantor by U.S. Mail to Guarantor's address first set forth above,
Guarantor hereby waiving personal service thereof, or as may otherwise be
permitted by law. Guarantor hereby waives the right of trial by jury in any
litigation assign hereunder and also waives the right, in such litigation, to
interpose counterclaims or setoffs of any kind or description. No delay on the
part of Lender in exercising any power or right hereunder or under the Note or
this Guaranty shall operate as a waiver thereof: nor shall nay single or partial
exercise of any power or right hereunder or the failure to exercise same in any
instance preclude other or further exercise thereof or the exercise of any other
power or right; not shall Lender be liable for exercising or failing to exercise
any such power or right; nor shall Lender be liable for exercising or fialing to
exercise any such power or right; the rights and remedies hereunder expressly
specified are cumulative and not exclusive of any right or remedies which Lender
may or will otherwise have.

Wherever the word  "Lender"  appears,  the rights and authority  granted  Lender
shall also inure to the  benefit of its  successors  and assigns  (whether  such
statement follows the word Lender or not) and the agreements contained herein by
Guarantor shall also bind the heirs, successors and assigns of Guarantor.

IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the day and year
first above written.


                                       /s/ Ed Litwak
                                       -----------------
                                       Name of Guarantor



STATE OF NEW YORK; COUNTY OF NEW YORK   :ss:


On the __ day of August in the year 2000, before me, the undersigned, a Notary
Public in and for said state, personally appeared _______________, personally
known to me or proved to me on the basis or satisfactory evidence to be the
person whose name is subscribed to the within instrument and acknowledged to me
that he executed same in his capacity, and that by his signature on the
instrument, the person or the entity upon behalf of which the person acted,
executed the instrument.


                              /s/ Joel R. Schweidel
                              ---------------------
                              JOEL R. SCHWEIDEL
                              Notary Public, State of New York
                              No. 31-8881180
                              Qualified in New York County
                              Certificate filed in New York County
                              Commission Expires Jan 31, 2001