<PAGE>

                           CHANGE IN TERMS AGREEMENT


<TABLE>
<CAPTION>
<S>                <C>          <C>             <C>         <C>      <C>            <C>          <C>         <C>
----------------------------------------------------------------------------------------------------------------------
  PRINCIPAL         LOAN DATE     MATURITY       LOAN NO.    CALL     COLLATERAL     ACCOUNT      OFFICER     INITIALS
$4,000,000.00                    04-15-2001       11620                  019                        125
----------------------------------------------------------------------------------------------------------------------
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.
----------------------------------------------------------------------------------------------------------------------
</TABLE>

BORROWER:    FOTOBALL U.S.A., INC.   LENDER:    SCRIPPS BANK
             3738 RUFFIN ROAD                   CORPORATE LENDING -- KEARNY MESA
             SAN DIEGO, CA 92123                9005 COMPLEX DRIVE
                                                SAN DIEGO, CA 92123

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

     PRINCIPAL AMOUNT: $4,000,000.00            DATE OF AGREEMENT: APRIL 6, 2000

     DESCRIPTION OF EXISTING INDEBTEDNESS.
     AS EVIDENCED BY:
     PROMISSORY NOTE DATED DECEMBER 20, 1995 IN THE AMOUNT OF $1,000,000.00
     CHANGE IN TERMS AGREEMENT DATED NOVEMBER 13, 1996 IN THE AMOUNT OF
       $2,000,000.00.
     CHANGE IN TERMS AGREEMENT DATED FEBRUARY 19, 1998 IN THE AMOUNT OF
       $1,500,000.00.
     CHANGE IN TERMS AGREEMENT DATED AUGUST 20, 1998 IN THE AMOUNT OF
       $2,000,000.00.
     CHANGE IN TERMS AGREEMENT DATED DECEMBER 28, 1998 IN THE AMOUNT OF
       $3,500,000.00.
     DESCRIPTION OF COLLATERAL.
     AS DESCRIBED IN:
     COMMERCIAL SECURITY AGREEMENT DATED DECEMBER 20, 1995.
     DESCRIPTION OF CHANGE IN TERMS.
     LOAN AGREEMENT DATED APRIL 6, 2000, SUPERCEDES ALL PRIOR LOAN AGREEMENTS.
     LINE OF CREDIT IS INCREASED TO $4,000,000.00.
     EXTEND MATURITY DATE TO APRIL 15, 2001.
     INTEREST RATE REDUCED TO WALL STREET JOURNAL PRIME.

     CONTINUING VALIDITY. Except as expressly changed by this Agreement, the
     terms of the original obligation or obligations, including all agreements
     evidenced or securing the obligation(s), remain unchanged and in full force
     and effect. Consent by Lender to this Agreement does not waive Lender's
     right to strict performance of the obligation(s) as changed, nor obligate
     Lender to make any future change in terms. Nothing in this Agreement will
     constitute a satisfaction of the obligation(s). It is the intention of
     Lender to retain as liable parties all makers and endorsers of the original
     obligation(s), including accommodation parties, unless a party is expressly
     released by Lender in writing. Any maker or endorser, including
     accommodation makers, will not be released by virtue of this Agreement. If
     any person who signed the original obligation does not sign this Agreement
     below, then all persons signing below acknowledge that this Agreement is
     given conditionally, based on the representation to Lender that the
     non-signing party consents to the changes and provisions of this Agreement
     or otherwise will not be released by it. This waiver applies not only to
     any initial extension, modification or release, but also to all such
     subsequent actions.

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

     BORROWER:

     FOTOBALL U.S.A., INC.

     BY: /S/ Cliff Lyon
         ------------------------------------------------------
         CLIFF LYON, SR. VICE PRESIDENT/CHIEF FINANCIAL OFFICER

================================================================================
Variable Rate. Line of Credit.            LASER PRO, Reg. U.S. Pat. & T.M. Off.,
                               Ver. 3.29(C) Concentrex 2000 All rights reserved.
                                                     [CA-D20 11620LOC.LN C1.OVL]

<PAGE>
                     DISBURSEMENT REQUEST AND AUTHORIZATION

<TABLE>
<CAPTION>
<S>                <C>          <C>             <C>         <C>      <C>            <C>          <C>         <C>
----------------------------------------------------------------------------------------------------------------------
  PRINCIPAL         LOAN DATE     MATURITY       LOAN NO.    CALL     COLLATERAL     ACCOUNT      OFFICER     INITIALS
$4,000,000.00                    04-15-2001       11620                  019                        125
----------------------------------------------------------------------------------------------------------------------
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.
----------------------------------------------------------------------------------------------------------------------
</TABLE>

BORROWER:   FOTOBALL U.S.A., INC.    LENDER:    SCRIPPS BANK
            3738 RUFFIN ROAD                    CORPORATE LENDING -- KEARNY MESA
            SAN DIEGO, CA 92123                 9005 COMPLEX DRIVE
                                                SAN DIEGO, CA 92123

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

     LOAN TYPE. This is a Variable Rate (at Wall Street Journal Prime Rate as
     published in the Money Rates section. When a range of rates is shown, the
     higher rate will be used, making an initial rate of 9.000%), Revolving Line
     of Credit Loan to a Corporation for $4,000,000.00 due on April 15, 2001.

     PRIMARY PURPOSE OF LOAN. The primary purpose of this loan is for:

          [ ] PERSONAL, FAMILY, OR HOUSEHOLD PURPOSES OR PERSONAL INVESTMENT.
          [X] BUSINESS (INCLUDING REAL ESTATE INVESTMENT).

     SPECIFIC PURPOSE. The specific purpose of this loan is: INCREASE LINE OF
     CREDIT AND EXTEND MATURITY DATE.

     DISBURSEMENT INSTRUCTIONS. Borrower understands that no loan proceeds will
     be disbursed until all of Lender's conditions for making the loan have been
     satisfied. Please disburse the loan proceeds of $4,000,000.00 as follows:

               UNDISBURSED FUNDS:                      $4,000,000.00
               AMOUNT PAID ON BORROWER'S ACCOUNT:              $0.00
                                                       -------------
               NOTE PRINCIPAL:                         $4,000,000.00

     CHARGES PAID IN CASH. Borrower has paid or will pay in cash as agreed the
     following charges:

                PREPAID FINANCE CHARGES PAID IN CASH:      $2,000.00
                     $2,000.00 DOCUMENTATION FEE
                                                           ---------
                TOTAL CHARGES PAID IN CASH:                $2,000.00

     LOAN ADVANCE AGREEMENT CONDITION. UNDISBURSED FUNDS TO BE DISBURSED PER
     LOAN ADVANCE AGREEMENT.

     FINANCIAL STATEMENT CERTIFICATION. The undersigned, on behalf of the above
     entities, for the purpose of procuring and establishing credit from time to
     time with Scripps Bank and to induce Scripps Bank to permit the undersigned
     to become indebted to Scripps Bank on notes, endorsements, guarantees,
     overdrafts or otherwise, furnish all current and future statements as being
     a true statement of the financial condition of the undersigned and agrees
     to notify Scripps Bank immediately of the extent and character of any
     material change in said financial condition. If any of the representations
     in all current and future statements, prove to be untrue, or if the
     undersigned fails to notify Scripps Bank of any material change as above
     agreed, then and in such case, at Scripps Bank option, all of the
     obligations of the undersigned to Scripps Bank, or held by Scripps Bank
     shall immediately become due and payable, without demand or notice.

     The undersigned does further agree that any spaces in all current and
     future statements under "Liabilities" or "Contingent Liabilities", which
     have been or may be left blank, shall be construed by Scripps Bank, the
     same as though the word "none" were written in each of such spaces.

     All current and future statements shall also be construed by Scripps Bank
     to be a continuing statement of the condition of the undersigned, and a new
     and original statement of all assets and liabilities upon each and every
     transaction in and by which the undersigned hereafter becomes indebted to
     Scripps Bank, until the undersigned advises in writing to the contrary.

     FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND
     WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT
     AND THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER'S FINANCIAL
     CONDITION AS DISCLOSED IN BORROWER'S MOST RECENT FINANCIAL STATEMENT TO
     LENDER. THIS AUTHORIZATION IS DATED APRIL 6, 2000.

     BORROWER:

     FOTOBALL U.S.A., INC.

     BY: /S/ Cliff Lyon
         ------------------------------------------------------
         CLIFF LYON, SR. VICE PRESIDENT/CHIEF FINANCIAL OFFICER

================================================================================
Variable Rate. Line of Credit.            LASER PRO, Reg. U.S. Pat. & T.M. Off.,
                               Ver. 3.29(C) Concentrex 2000 All rights reserved.
                                                     [CA-D20 11620LOC.LN C1.OVL]

<PAGE>
                                 LOAN AGREEMENT

<TABLE>
<CAPTION>
<S>                <C>          <C>             <C>         <C>      <C>            <C>          <C>         <C>
----------------------------------------------------------------------------------------------------------------------
  PRINCIPAL         LOAN DATE     MATURITY       LOAN NO.    CALL     COLLATERAL     ACCOUNT      OFFICER     INITIALS
$4,000,000.00                    04-15-2001       11620                  019                        125
----------------------------------------------------------------------------------------------------------------------
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.
----------------------------------------------------------------------------------------------------------------------
</TABLE>

BORROWER:    FOTOBALL U.S.A., INC.   LENDER:    SCRIPPS BANK
             3738 RUFFIN ROAD                   CORPORATE LENDING -- KEARNY MESA
             SAN DIEGO, CA 92123                9005 COMPLEX DRIVE
                                                SAN DIEGO, CA 92123

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

     THIS LOAN AGREEMENT between FOTOBALL U.S.A., INC. ("Borrower") and Scripps
     Bank ("Lender") is made and executed on the following terms and conditions.
     Borrower has received prior commercial loans from Lender or has applied to
     Lender for a commercial loan or loans and other financial accommodations,
     including those which may be described on any exhibit or schedule attached
     to this Agreement. All such loans and financial accommodations, together
     with all future loans and financial accommodations from Lender to Borrower,
     are referred to in this Agreement individually as the "Loan" and
     collectively as the "Loans." Borrower understands and agrees that: (a) in
     granting, renewing, or extending any Loan, Lender is relying upon
     Borrower's representations, warranties, and agreements, as set forth in
     this Agreement; (b) the granting, renewing, or extending of any Loan by
     Lender at all times shall be subject to Lender's sole judgment and
     discretion; and (c) all such Loans shall be and shall remain subject to the
     following terms and conditions of this Agreement.

     TERM. This Agreement shall be effective as of APRIL 6, 2000, and shall
     continue thereafter until all indebtedness of Borrower to Lender has been
     performed in full and the parties terminate this Agreement in writing.

     DEFINITIONS. The following words shall have the following meanings when
     used in this Agreement. Terms not otherwise defined in this Agreement shall
     have the meanings attributed to such terms in the Uniform Commercial Code.
     All references to dollar amounts shall mean amounts in lawful money of the
     United States of America.

          AGREEMENT: The word "Agreement" means this Loan Agreement, as this
          Loan Agreement may be amended or modified from time to time, together
          with all exhibits and schedules attached to this Loan Agreement from
          time to time.

          ACCOUNT. The word "Account" means a trade account, account receivable,
          or other right to payment for goods sold or services rendered owing to
          Borrower (or to a third party grantor acceptable to Lender).

          ACCOUNT DEBTOR. The words "Account Debtor" mean the person or entity
          obligated upon an Account.

          ADVANCE. The word "Advance" means a disbursement of Loan funds under
          this Agreement.

          BORROWER. The word "Borrower" means FOTOBALL U.S.A., INC. The word
          "Borrower" also includes, as applicable, all subsidiaries and
          affiliates of Borrower as provided below in the paragraph titled
          "Subsidiaries and Affiliates."

          BORROWING BASE. The words "Borrowing Base" mean BORROWING BASE
          CERTIFICATE/COLLATERAL SCHEDULE.

          CERCLA. The word "CERCLA" means the Comprehensive Environmental
          Response, Compensation, and Liability Act of 1980, as amended.

          COLLATERAL. The word "Collateral" means and includes without
          limitation all property and assets granted as collateral security for
          a Loan, whether real or personal property, whether granted directly or
          indirectly, whether granted now or in the future, and whether granted
          in the form of a security interest, mortgage, deed of trust,
          assignment, pledge, chattel mortgage, chattel trust, factor's lien,
          equipment trust, conditional sale, trust receipt, lien, charge, lien
          or title retention contract, lease or consignment intended as a
          security device, or any other security or lien interest whatsoever,
          whether created by law, contract, or otherwise. The word "Collateral"
          includes without limitation all collateral described below in the
          section titled "COLLATERAL."

          ELIGIBLE ACCOUNTS. The words "Eligible Accounts" mean, at any time,
          all of Borrower's Accounts which contain selling terms and conditions
          acceptable to Lender. The net amount of any Eligible Account against
          which Borrower may borrow shall exclude all returns, discounts,
          credits, and offsets of any nature. Unless otherwise agreed to by
          Lender in writing, Eligible Accounts do not include:

               (a) Accounts with respect to which the Account Debtor is an
               officer, an employee or agent of Borrower.

               (b) Accounts with respect to which the Account Debtor is a
               subsidiary of, or affiliated with or related to Borrower or its
               shareholders, officers, or directors.

               (c) Accounts with respect to which goods are placed on
               consignment, guaranteed sale, or other terms by reason of which
               the payment by the Account Debtor may be conditional.

               (d) Accounts with respect to which the Account Debtor is not a
               resident of the United States, except to the extent such Accounts
               are supported by insurance, bonds or other assurances
               satisfactory to Lender.

               (e) Accounts with respect to which Borrower is or may become
               liable to the Account Debtor for goods sold or services rendered
               by the Account Debtor to Borrower.

               (f) Accounts which are subject to dispute, counterclaim, or
               setoff.

               (g) Accounts with respect to which the goods have not been
               shipped or delivered, or the services have not been rendered, to
               the Account Debtor.

               (h) Accounts with respect to which Lender, in its sole
               discretion, deems the creditworthiness or financial condition of
               the Account Debtor to be unsatisfactory.

               (i) Accounts of any Account Debtor who has filed or has had filed
               against it a petition in bankruptcy or an application for relief
               under any provision of any state or federal bankruptcy,
               insolvency, or debtor-in-relief acts; or who has had appointed a
               trustee, custodian, or receiver for the assets of such Account
               Debtor; or who has made an assignment for the benefit of
               creditors or has become insolvent or fails generally to pay its
               debts (including its payrolls) as such debts become due.

               (j) Accounts with respect to which the Account Debtor is the
               United States government or any department or agency of the
               United States.

               (k) Accounts which have not been paid in full within 60 DAYS FROM
               THE INVOICE DUE DATE

               (l) MINUS ALL FOREIGN, CONTRA AND BANKRUPT COMPANY ACCOUNTS

               (m) AND ACCOUNTS AS FURTHER EXCLUDED PER THE LOAN AGREEMENT
               COVENANT & CONDITIONS ADDENDUM

               (n) MINUS THE ENTIRE ACCOUNT BALANCE OF ANY ACCOUNT WHICH HAS
               BEEN EXTENDED TERMS IN EXCESS OF NET 60.

          ELIGIBLE INVENTORY. The words "Eligible Inventory" mean, at any time,
          all of Borrower's Inventory as defined below except:

               (a) Inventory which is not owned by Borrower free and clear of
               all security interests, liens, encumbrances, and claims of third
               parties.

               (b) Inventory which Lender, in its sole discretion, deems to be
               obsolete, unsalable, damaged, defective, or unfit for further
               processing.

               (c) 15% OF FINISHED GOODS/RAW MATERIALS INVENTORY TO A CAP OF
               $500,000.00.

          ERISA. The word "ERISA" means the Employee Retirement Income Security
          Act of 1974, as amended.

          EVENT OF DEFAULT. The words "Event of Default" mean and include
          without limitation any of the Events of Default set forth below in the
          section titled "EVENTS OF DEFAULT."

          EXPIRATION DATE. The words "Expiration Date" mean the date of
          termination of Lender's commitment to lend under this Agreement.

          GRANTOR. The word "Grantor" means and includes without limitation each
          and all of the persons or entities granting a Security Interest in any
          Collateral for the Indebtedness, including without limitation all
          Borrowers granting such a Security Interest.

          GUARANTOR. The word "Guarantor" means and includes without limitation
          each and all of the guarantors, sureties, and accommodation parties in
          connection with any indebtedness.

          INDEBTEDNESS. The word "Indebtedness" means and includes without
          limitation all Loans, together with all other obligations, debts and
          liabilities of Borrower to Lender, or any one or more of them, as well
          as all claims by Lender against Borrower, or any one or more of them;
          whether now or hereafter existing, voluntary or involuntary, due or
          not due, absolute or contingent, liquidated or unliquidated; whether
          Borrower may be liable individually or jointly with others; whether
          Borrower may be obligated as a guarantor, surety, or otherwise;
          whether recovery upon such indebtedness may be or hereafter may become
          barred by any statute of limitations; and whether such indebtedness
          may be or hereafter may become otherwise unenforceable.

          INVENTORY. The word "Inventory" means all of Borrower's raw materials,
          work in process, finished goods, merchandise, parts and supplies, of
          every kind and description, and goods held for sale or lease or
          furnished under contracts of service in which Borrower now has or
          hereafter

<PAGE>

04-06-2000                       LOAN AGREEMENT                           PAGE 2
LOAN NO 11620                     (CONTINUED)

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

          acquires any right, whether held by Borrower or others, and all
          documents of title, warehouse receipts, bills of lading, and all other
          documents of every type covering all or any part of the foregoing.
          Inventory includes inventory temporarily out of Borrower's custody or
          possession and all returns on Accounts.

          LENDER. The word "Lender" means Scripps Bank, its successors and
          assigns.

          LINE OF CREDIT. The words "Line of Credit" mean the credit facility
          described in the Section titled "LINE OF CREDIT" below.

          LOAN. The word "Loan" or "Loans" means and includes without limitation
          any and all commercial loans and financial accommodations from Lender
          to Borrower, whether now or hereafter existing, and however evidenced,
          including without limitation those loans and financial accommodations
          described herein or described on any exhibit or schedule attached to
          this Agreement from time to time.

          NOTE. The word "Note" means and includes without limitation Borrower's
          promissory note or notes, if any, evidencing Borrower's Loan
          obligations in favor of Lender, as well as any substitute, replacement
          or refinancing note or notes therefor.

          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.

          SECURITY AGREEMENT. The words "Security Agreement" mean and include
          without limitation any agreements, promises, covenants, arrangements,
          understandings or other agreements, whether created by law, contract,
          or otherwise, evidencing, governing, representing, or creating a
          Security Interest.

          SECURITY INTEREST. The words "Security Interest" mean and include
          without limitation any type of collateral security, whether in the
          form of a lien, charge, mortgage, deed of trust, assignment, pledge,
          chattel mortgage, chattel trust, factor's lien, equipment trust,
          conditional sale, trust receipt, lien or title retention contract,
          lease or consignment intended as a security device, or any other
          security or lien interest whatsoever, whether created by law,
          contract, or otherwise.

          SARA. The word "SARA" means the Superfund Amendments and
          Reauthorization Act of 1986 as now or hereafter amended.

     LINE OF CREDIT. Lender agrees to make Advances to Borrower from time to
     time from the date of this Agreement to the Expiration Date, provided the
     aggregate amount of such Advances outstanding at any time does not exceed
     the Borrowing Base. Within the foregoing limits, Borrower may borrow,
     partially or wholly prepay, and reborrow under this Agreement as follows:

          CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make any
          Advance to or for the account of Borrower under this Agreement is
          subject to the following conditions precedent, with all documents,
          instruments, opinions, reports, and other items required under this
          Agreement to be in form and substance satisfactory to Lender.

               (a) Lender shall have received evidence that this Agreement and
               all Related Documents have been duly authorized, executed, and
               delivered by Borrower to Lender.

               (b) Lender shall have received such opinions of counsel,
               supplemental opinions, and documents as Lender may request.

               (c) The security interests in the Collateral shall have been duly
               authorized, created, and perfected with first lien priority and
               shall be in full force and effect.

               (d) All guaranties required by Lender for the Line of Credit
               shall have been executed by each Guarantor, delivered to Lender,
               and be in full force and effect.

               (e) Lender, at its option and for its sole benefit, shall have
               conducted an audit of Borrower's Accounts, inventory, books,
               records, and operations, and Lender shall be satisfied as to
               their condition.

               (f) Borrower shall have paid to Lender all fees, costs, and
               expenses specified in this Agreement and the Related Documents as
               are then due and payable.

               (g) There shall not exist at the time of any Advance a condition
               which would constitute an Event of Default under this Agreement,
               and Borrower shall have delivered to Lender the compliance
               certificate called for in the paragraph below titled "Compliance
               Certificate."

          MAKING LOAN ADVANCES. Advances under the Line of Credit may be
          requested either orally or in writing by authorized persons. Lender
          may, but need not, require that all oral requests be confirmed in
          writing. Each Advance shall be conclusively deemed to have been made
          at the request of and for the benefit of Borrower (a) when credited to
          any deposit account of Borrower maintained with Lender or (b) when
          advanced in accordance with the instructions of an authorized person.
          Lender, at its option, may set a cutoff time, after which all requests
          for Advances will be treated as having been requested on the next
          succeeding Business Day.

          MANDATORY LOAN REPAYMENTS. If at any time the aggregate principal
          amount of the outstanding Advances shall exceed the applicable
          Borrowing Base, Borrower, immediately upon written or oral notice from
          Lender, shall pay to Lender an amount equal to the difference between
          the outstanding principal balance of the Advances and the Borrowing
          Base. On the Expiration Date, Borrower shall pay to Lender in full the
          aggregate unpaid principal amount of all Advances then outstanding and
          all accrued unpaid interest, together with all other applicable fees,
          costs, and charges, if any, not yet paid.

          LOAN ACCOUNT. Lender shall maintain on its books a record of account
          in which Lender shall make entries for each Advance and such other
          debits and credits as shall be appropriate in connection with the
          credit facility. Lender shall provide Borrower with periodic
          statements of Borrower's account, which statements shall be considered
          to be correct and conclusively binding on Borrower unless Borrower
          notifies Lender to the contrary within thirty (30) days after
          Borrower's receipt of any such statement which Borrower deems to be
          incorrect.

     COLLATERAL. To secure payment of the Line of Credit and performance of all
     other Loans, obligations and duties owed by Borrower to Lender, Borrower
     (and others, if required) shall grant the Lender Security Interests in such
     property and assets as Lender may require (the "Collateral"), including
     without limitation Borrower's present and future Accounts, general
     intangibles, and inventory. Lender's Security Interests in the Collateral
     shall be continuing liens and shall include the proceeds and products of
     the Collateral, including without limitation the proceeds of any insurance.
     With respect to the Collateral, Borrower agrees and represents and warrants
     to Lender:

          PERFECTION OF SECURITY INTERESTS. Borrower agrees to execute such
          financing statements and to take whatever other actions are requested
          by Lender to perfect and continue Lender's Security Interests in the
          Collateral. Upon request of Lender, Borrower will deliver to Lender
          any and all of the documents evidencing or constituting the
          Collateral, and Borrower will note Lender's interest upon any and all
          chattel paper if not delivered to Lender for possession by Lender.
          Contemporaneous with the execution of this Agreement, Borrower will
          execute one or more UCC financing statements and any similar
          statements as may be required by applicable law, and will file such
          financing statements and all such similar statements in the
          appropriate location or locations. Borrower hereby appoints Lender as
          its irrevocable attorney-in-fact for the purpose of executing any
          documents necessary to perfect or to continue any Security Interest.
          Lender may at any time, and without further authorization from
          Borrower, file a carbon, photograph, facsimile, or other reproduction
          of any financing statement for use as a financing statement. Borrower
          will reimburse Lender for all expenses for the perfection,
          termination, and the continuation of the perfection of Lender's
          security interest in the Collateral. Borrower promptly will notify
          Lender of any change in Borrower's name including any change to the
          assumed business names of Borrower. Borrower also promptly will notify
          Lender of any change in Borrower's Social Security Number or Employer
          Identification Number. Borrower further agrees to notify Lender in
          writing prior to any change in address or location of Borrower's
          principal governance office or should Borrower merge or consolidate
          with any other entity.

          COLLATERAL RECORDS. Borrower does now, and at all times hereafter
          shall, keep correct and accurate records of the Collateral, all of
          which records shall be available to Lender or Lender's representative
          upon demand for inspection and copying at any reasonable time. With
          respect to the Accounts, Borrower agrees to keep and maintain such
          records as Lender may require, including without limitation
          information concerning Eligible Accounts and Account balances and
          agings. With respect to the Inventory, Borrower agrees to keep and
          maintain such records as Lender may require, including without
          limitation information concerning Eligible Inventory and records
          itemizing and describing the kind, type, quality, and quantity of
          inventory, Borrower's inventory costs and selling prices, and the
          daily withdrawals and additions to inventory.

          COLLATERAL SCHEDULES. Concurrently with the execution and delivery of
          this Agreement, Borrower shall execute and deliver to Lender schedules
          of Accounts and Inventory and Eligible Accounts and Eligible
          Inventory, in form and substance satisfactory to the Lender.
          Thereafter and at such frequency as Lender shall require, Borrower
          shall execute and deliver to Lender such supplemental schedules of
          Eligible Accounts and Eligible Inventory and such other matters and
          information relating to the Accounts and Inventory as Lender may
          request.

          REPRESENTATIONS AND WARRANTIES CONCERNING ACCOUNTS. With respect to
          the Accounts, Borrower represents and warrants to Lender: (a) Each
          Account represented by Borrower to be an Eligible Account for purposes
          of this Agreement conforms to the requirements of the definition of an
          Eligible Account; (b) All Account Information listed on schedules
          delivered to Lender will be true and correct, subject to immaterial
          variance; and (c) Lender, its assigns, or agents shall have the right
          at any time and at Borrower's expense to inspect, examine, and audit
          Borrower's records and to confirm with Account Debtors the accuracy of
          such Accounts.

          REPRESENTATIONS AND WARRANTIES CONCERNING INVENTORY. With respect to
          the Inventory, Borrower represents and warrants to Lender: (a) All
          inventory represented by Borrower to be Eligible Inventory for
          purposes of this Agreement conforms to the requirements of the
          definition of Eligible Inventory; (b) All Inventory Information values
          listed on schedules delivered to Lender will be true and correct,
          subject to immaterial variance; (c) The value of

<PAGE>

04-06-2000                       LOAN AGREEMENT
LOAN NO. 11620                     (CONTINUED)                           PAGE 3

     the Inventory will be determined on a consistent accounting basis; (d)
     Except as agreed to the contrary by Lender in writing, all Eligible
     Inventory is now and at all times hereafter will be in Borrower's physical
     possession and shall not be held by others on consignment, sale on
     approval, or sale or return; (e) Except as reflected in the Inventory
     schedules delivered to Lender, all Eligible Inventory is now and at all
     times hereafter will be of good and merchantable quality, free from
     defects; (f) Eligible Inventory is not now and will not at any time
     hereafter be stored with a ballee, warehouseman, or similar party without
     Lender's prior written consent, and, in such event, Borrower will
     concurrently at the time of ballment cause any such ballee, warehouseman,
     or similar party to issue and deliver to Lender, in form acceptable to
     Lender, warehouse receipts in Lender's name evidencing the storage of
     Inventory; and (g) Lender, its assigns, or agent shall have the right at
     any time and at Borrower's expense to inspect and examine the Inventory and
     to check and test the same as to quality, quantity, value, and condition.

     NOTIFICATION BASIS. Borrower agrees and understands that this Loan shall be
     on a notification basis pursuant to which Lender shall directly collect and
     receive all proceeds and payments from the Accounts in which Lender has a
     security interest. In order to facilitate the foregoing, Borrower agrees to
     deliver to Lender, upon demand, any and all of Borrower's records, ledger
     sheets, payment cards, and other documentation, in the form requested by
     Lender, with regard to the Accounts. Borrower further agrees that Lender
     shall have the right to notify each Account Debtor, pay such proceeds and
     payments directly to Lender, and to do any and all other things as Lender
     may deem to be necessary and appropriate, within its sole discretion, to
     carry out the terms and intent of this Agreement. Lender shall have the
     further right, where appropriate and within Lender's sole discretion, to
     file suit, either in its own name or in the name of Borrower, to collect
     any and all such Accounts. Borrower further agrees that Lender may take
     such other actions, either in Borrower's name or Lender's name, as Lender
     may deem appropriate within its sole judgment, with regard to collection
     and payment of the Accounts, without affecting the liability of Borrower
     under this Agreement or on the Indebtedness.

REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as
of the date of this Agreement, as of the date of each disbursement of Loan
proceeds, as of the date of any renewal, extension or modification of any Loan,
and at all times any Indebtedness exists:

     ORGANIZATION. Borrower is a corporation which is duly organized, validly
     existing, and in good standing under the laws of the State of Delaware and
     is validly existing and in good standing in all states in which Borrower is
     doing business. Borrower has the full power and authority to own its
     properties and to transact the business in which it is presently engaged or
     presently proposes to engage. Borrower also is duly qualified as a foreign
     corporation and is in good standing in all states in which the failure to
     so qualify would have a material adverse effect on its businesses or
     financial condition.

     AUTHORIZATION. The execution, delivery, and performance of this Agreement
     and all Related Documents by Borrower, to the extent to be executed,
     delivered or performed by Borrower, have been duly authorized by all
     necessary action by Borrower; do not require the consent or approval of any
     other person, regulatory authority or governmental body; and do not
     conflict with, result in a violation of, or constitute a default under (a)
     any provision of its articles of Incorporation or organization, or bylaws,
     or any agreement or other instrument binding upon Borrower or (b) any law,
     governmental regulation, court decree, or order applicable to Borrower.

     FINANCIAL INFORMATION. Each financial statement of Borrower supplied to
     Lender truly and completely disclosed Borrower's financial condition as of
     the date of the statement, and there has been no material adverse change in
     Borrower's financial condition subsequent to the date of the most recent
     financial statement supplied to Lender. Borrower has no material contingent
     obligations except as disclosed in such financial statements.

     LEGAL EFFECT. This Agreement constitutes, and any instrument or agreement
     required hereunder to be given by Borrower when delivered will constitute,
     legal, valid and binding obligations of Borrower enforceable against
     Borrower in accordance with their respective terms.

     PROPERTIES. Except for Permitted Liens, Borrower owns and has good title to
     all of Borrower's properties free and clear of all Security Interests, and
     has not executed any security documents or financial statements relating to
     such properties. All of Borrower's properties are titled in Borrower's
     legal name, and Borrower has not used, or filed a financing statement
     under, any other name for at least the last five (5) years.

     HAZARDOUS SUBSTANCES. The terms "hazardous waste," "hazardous substance,"
     "disposal," "release," and "threatened release," as used in this Agreement,
     shall have the same meanings as set forth in the "CERCLA," "SARA," the
     Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq.,
     the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et
     seq., Chapters 6.5 through 7.7 or Division 20 of the California Health and
     Safety Code, Section 25100, et seq., or other applicable state or Federal
     Laws, rules, or regulations adopted pursuant to any of the foregoing.
     Except as disclosed to and acknowledged by Lender in writing, Borrower
     represents and warrants that: (a) During the period of Borrower's ownership
     of the properties, there has been no use, generation, manufacture, storage,
     treatment, disposal, release or threatened release of any hazardous waste
     or substance by any person on, under, about or from any of the properties.
     (b) Borrower has no knowledge of, or reason to believe that there has been
     (i) any use, generation, manufacture, storage, treatment, disposal,
     release, or threatened release of any hazardous waste or substance on,
     under, about or from the properties by any prior owners or occupants of any
     of the properties, or (ii) any actual or threatened litigation or claims of
     any kind by any person relating to such matters. (c) Neither Borrower nor
     any tenant, contractor, agent or other authorized user of any of the
     properties shall use, generate, manufacture, store, treat, dispose of, or
     release any hazardous waste or substance on, under, about or from any of
     the properties; and any such activity shall be conducted in compliance with
     all applicable federal, state, and local laws, regulations, and ordinances,
     including with limitation those laws, regulations and ordinances described
     above. Borrower authorizes Lender and its agents to enter upon the
     properties to make such inspections and tests as Lender may deem
     appropriate to determine compliance of the properties with this section of
     the Agreement. Any inspections or tests made by Lender shall be at
     Borrower's expense and for Lender's purposes only and shall not be
     construed to create any responsibility or liability on the part of Lender
     to Borrower or to any other person. The representations and warranties
     contained herein are based on Borrower's due diligence in investigating the
     properties for hazardous waste and hazardous substances. Borrower hereby
     (a) releases and waives any future claims against Lender for Indemnity or
     contribution in the event Borrower becomes liable for cleanup or other
     costs under any such laws, and (b) agrees to Indemnify and hold harmless
     Lender against any and all Claims, losses, liabilities, damages, penalties,
     and expenses which Lender may directly or indirectly sustain or suffer
     resulting from a breach of this section of the Agreement or as a
     consequence of any use, generation, manufacture, storage, disposal, release
     or threatened release of a hazardous waste or substance on the properties.
     The provisions of this section of the Agreement, including the obligation
     to Indemnify, shall survive the payment of the Indebtedness and termination
     or expiration of this Agreement and shall not be affected by Lender's
     acquisition of any interest in any of the properties, whether by
     foreclosure or otherwise.

     LITIGATION AND CLAIMS. No litigation, claim, investigation, administrative
     proceeding or similar action (including those for unpaid taxes) against
     Borrower is pending or threatened, and no other event has occurred which
     may materially adversely affect Borrower's financial condition or
     properties, other than litigation, claims, or other events, if any, that
     have been disclosed to and acknowledged by Lender in writing.

     TAXES. To the best of Borrower's knowledge, all tax returns and reports of
     Borrower that are or were required to be filed, have been filed, and all
     taxes, assessment and other governmental charges have been paid in full,
     except those presently being or to be contested by Borrower in good faith
     in the ordinary course of business and for which adequate reserves have
     been provided.

     LIEN PRIORITY. Unless otherwise previously disclosed to Lender in writing,
     Borrower has not entered into or granted any Security Agreements, or
     permitted the filing or attachment of any Security Interests on or
     affecting any of the Collateral directly or indirectly securing repayment
     of Borrower's Loan and Note, that would be prior or that may in any way be
     superior to Lender's Security Interests and rights in and to such
     Collateral.

     BINDING EFFECT. This Agreement, the Note, all Security Agreements directly
     or indirectly securing repayment of Borrower's Loan and Note and all of the
     Related Documents are binding upon Borrower as well as upon Borrower's
     successors, representatives and assigns, and are legally enforceable in
     accordance with their respective terms.

     COMMERCIAL PURPOSES. Borrower intends to use the Loan proceeds solely for
     business or commercial related purposes.

     EMPLOYEE BENEFIT PLANS. Each employee benefit plan as to which Borrower may
     have any liability complies in all material respects with all applicable
     requirements of law and regulations, and (i) no Reportable Event nor
     Prohibited Transaction (as defined in ERISA) has occurred with respect to
     any such plan, (ii) Borrower has not withdrawn from any such plan or
     initiated steps to do so, (iii) no steps have been taken to terminate any
     such plan, and (iv) there are no unfunded liabilities other than those
     previously disclosed to Lender in writing.

     INVESTMENT COMPANY ACT. Borrower is not an "investment company" or a
     company "controlled" by an "investment company", within the meaning of the
     Investment Company Act of 1940, as amended.

     PUBLIC UTILITY HOLDING COMPANY ACT. Borrower is not an "holding company",
     or a "subsidiary company" of a "holding company" or an "affiliate" of a
     "holding company" or of a "subsidiary company" of a "holding company",
     within the meaning of the Public Utility Holding Company Act of 1935, as
     amended.

     REGULATIONS G, T AND U. Borrower is not engaged principally, or as one of
     its important activities, in the business of extending credit for the
     purpose of purchasing or carrying margin stock (within the meaning of
     Regulations G, T and U of the Board of Governors of the Federal Reserve
     System).

     LOCATION OF BORROWER'S OFFICES AND RECORDS. Borrower's place of business,
     or Borrower's Chief executive office, if Borrower has more than one place
     of business, is located at 3738 RUFFIN ROAD, SAN DIEGO, CA 92123. Unless
     Borrower has designated otherwise in writing this location is also the
     office or offices where Borrower keeps its records concerning the
     Collateral.

     YEAR 2000. All software utilized by Borrower in the conduct of Borrower's
     business will record, store, process, and present calendar dates falling on
     or after January 1, 2000, and all information pertaining to such calendar
     dates, in the same manner and with the same functionality as the software
     does respecting calendar dates falling on or before December 31, 1999.
     Further, Borrower warrants and represents that the software has


<PAGE>


04-06-2000                        LOAN AGREEMENT
LOAN NO. 11620                     (CONTINUED)                           PAGE 4

     or shall have all appropriate capabilities and compatibility for operation
     and for handling century-aware or year 2000 compliant data. Borrower also
     warrants and represents that the data-related user interface functions,
     data-fields, and data-related program instructions and functions of the
     software include the indication of the century.

     INFORMATION. All information heretofore or contemporaneously herewith
     furnished by Borrower to Lender for the purposes of or in connection with
     this Agreement or any transaction contemplated hereby is, and all
     information hereafter furnished by or on behalf of Borrower to Lender will
     be, true and accurate in every material respect on the date as of which
     such information is dated or certified; and none of such information is or
     will be incomplete by omitting to state any material fact necessary to make
     such information not misleading.

     CLAIMS AND DEFENSES. There are no defenses or counterclaims, offsets or
     other adverse claims, demands or actions of any kind, personal or
     otherwise, that Borrower, Grantor, or any Guarantor could assert with
     respect to the Note, Loan, Indebtedness, this Agreement, or the Related
     Documents.

     SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Borrower understands and agrees
     that Lender, without independent investigation, is relying upon the above
     representations and warranties in extending Loan Advances to Borrower.
     Borrower further agrees that the foregoing representations and warranties
     shall be continuing in nature and shall remain in full force and effect
     until such time as Borrower's Indebtedness shall be paid in full, or until
     this Agreement shall be terminated in the manner provided above, whichever
     is the last to occur.

AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, while
this Agreement is in effect, Borrower will:

     LITIGATION. Promptly Inform Lender in writing of (a) all material adverse
     changes in Borrower's financial condition, and (b) all existing and all
     threatened litigation, claims, investigations, administrative proceedings
     or similar actions affecting Borrower or any Guarantor which could
     materially affect the financial condition of Borrower or the financial
     condition of any Guarantor.

     FINANCIAL RECORDS. Maintain its books and records in accordance with
     generally accepted accounting principles, applied on a consistent basis,
     and permit Lender to examine and audit Borrower's books and records at all
     reasonable times.

     ADDITIONAL INFORMATION. Furnish such additional information and statements,
     list of assets and liabilities, agings of receivables and payables,
     inventory schedules, budgets, forecasts, tax returns, and other reports
     with respect to Borrower's financial condition and business operations as
     Lender may request from time to time.

     INSURANCE. Maintain fire and other risk Insurance, public liability
     insurance, and other such insurance as Lender may require with respect to
     Borrower's properties and operations, in form, amounts, coverages and with
     insurance companies reasonably acceptable to Lender. Borrower, upon request
     of Lender, will deliver to Lender from time to time the policies or
     certificates of Insurance in form satisfactory to Lender, including
     stipulation that coverages will not be cancelled or diminished without at
     least ten (10) days' prior written notice to Lender. Each insurance policy
     also shall include an endorsement providing that coverage in favor of
     Lender will not be impaired in any way by any act, omission or default of
     Borrower or any other person. In connection with all policies covering
     assets in which Lender holds or is offered a security interest for the
     Loans, Borrower will provide Lender with such loss payable or other
     endorsements as Lender may require.

     INSURANCE REPORTS. Furnish to Lender, upon request of Lender, report on
     each existing insurance policy showing such Information as Lender may
     reasonably request, including without limitation the following: (a) the
     name of the Insurer; (b) the risk insured; (c) the amount of the policy;
     (d) the properties insured; (e) the then current property values on the
     basis of which insurance has been obtained, and the manner of determining
     those values; and (f) the expiration date of the policy. In addition, upon
     request of Lender (however not more often than annually), Borrower will
     have an independent appraiser satisfactory to Lender determine, as
     applicable, the actual cash value or replacement cost of any Collateral.
     The cost of such appraisal shall be paid by Borrower.

     OTHER AGREEMENTS. Comply with all terms and conditions of all other
     agreements, whether now or hereafter existing, between Borrower and any
     other party and notify Lender immediately in writing of any default in
     connection with any other such agreements.

     LOAN PROCEEDS. Use all Loan Proceeds solely for Borrower's business
     operations, unless specifically consented to the contrary by Lender in
     writing.

     TAXES, CHARGES AND LIENS. Pay and discharge when due all of its
     indebtedness and obligations, including without limitation all assessments,
     taxes, governmental changes, levies and liens, of every kind and nature,
     imposed upon Borrower or its properties, income, or profits, prior to the
     date on which penalties would attach, and all lawful claims that, if
     unpaid, might become a lien of charge upon any of Borrower's properties,
     income or profits. Provided however, Borrower will not be required to pay
     and discharge any such assessment, tax, charge, levy, lien or claim so long
     as (a) the legality of the same shall be contested in good faith by
     appropriated proceedings, and (b) Borrower shall have established on its
     books adequate reserves with respect to such contested assessment, tax,
     charge, levy, lien, or claim in accordance with generally accepted
     accounting practices. Borrower, upon demand of Lender, will furnish to
     Lender evidence of payment of the assessments, taxes, charges, levies,
     liens and claims and will authorize the appropriate governmental official
     to deliver to Lender at any time a written statement of any assessments,
     taxes, charges, levies, liens and claims against Borrower's properties,
     income or profits.

     PERFORMANCE. Perform and comply with all terms, conditions, and provisions
     set forth in this Agreement and in the Related Documents in a timely
     manner, and promptly notify Lender if Borrower learns of the occurrence of
     any event which constitutes an Event of Default under this Agreement or
     under any of the Related Documents.

     OPERATION. Maintain executive and management personnel with substantially
     the same qualifications and experience as the present executive and
     management personnel; provide written notice to Lender of any change in
     executive and management personnel; conduct its business affairs in a
     reasonable and prudent manner and in compliance with all applicable
     federal, state and municipal laws, ordinances, rules and regulations
     respecting its properties, charters, businesses and operations, including
     without limitation, compliance with the Americans With Disabilities Act and
     with all minimum funding standards and other requirements of ERISA and
     other laws applicable to Borrower's employee benefit plans.

     INSPECTION. Permit employees or agents of Lender at any reasonable time to
     inspect any and all Collateral for the Loan of Loans and Borrower's other
     properties and to examine or audit Borrower's books, accounts, and records
     and to make copies and memoranda of Borrower's books, accounts, and
     records. If Borrower now or at any time hereafter maintains any records
     (including without limitation computer generated records and computer
     software programs for the generation of such records) in the possession of
     a third party, Borrower, upon request of Lender, shall notify such party to
     permit Lender free access to such records at all reasonable times and to
     provide Lender with copies of any records it may request, all at Borrowers'
     expense.

     COMPLIANCE CERTIFICATE. Unless waived in writing by Lender, provide Lender
     at least annually and at the time of each disbursement of Loan proceeds
     with a certificate executed by Borrower's chief financial officer, or other
     officer or person acceptable to Lender, certifying that the representations
     and warranties set forth in this Agreement are true and correct as of the
     date of the certificate and further certifying that, as of the date of the
     certificate, no Event of Default exists under this Agreement.

     ENVIRONMENTAL COMPLIANCE AND REPORTS. Borrower shall comply in all respects
     with all environmental protection federal, state and local laws, statues,
     regulations and ordinances; not cause or permit to exist, as a result of an
     intentional or unintentional action or omission on its part or on the part
     of any third party, on property owned and/or occupied by Borrower, any
     environmental activity where damage may result to the environment, unless
     such environmental activity is pursuant to and in compliance with the
     conditions of a permit issued by the appropriate federal, state or local
     governmental authorities; shall furnish to Lender promptly and in any event
     with thirty (30) days after receipt thereof a copy of any notice, summons,
     lien, citation, directive, letter or other communication from any
     governmental agency or instrumentality concerning any intentional or
     unintentional action or omission on Borrower's part in connection with any
     environmental activity whether or not there is damage to the environment
     and/or other natural resources.

     ADDITIONAL ASSURANCE. Make, execute and deliver to Lender such promissory
     notes, mortgages, deeds of trust, security agreements, financing
     statements, instruments, documents and other agreements as Lender or its
     attorneys may reasonably request to evidence and secure the Loans and to
     perfect all Security Interests.

NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this
Agreement is in effect, Borrower shall not, without the prior written consent
of Lender:

     INDEBTEDNESS AND LIENS. (a) Except for trade debt incurred in the normal
     course of business and indebtedness to Lender contemplated by this
     Agreement, create, incur or assume indebtedness for borrowed money,
     including capital leases, (b) sell, transfer, mortgage, assign, pledge,
     lease, grant a security interest in, or encumber any of Borrower's assets,
     or (c) sell with recourse any of Borrower's accounts, except to Lender.

     CONTINUITY OF OPERATIONS. (a) Engage in any business activities
     substantially different than those in which Borrower is presently engaged,
     (b) cease operations, liquidate, merge, transfer, acquire or consolidate
     with any other entity, change ownership, change its name, dissolve or
     transfer or sell Collateral out of the ordinary course of business, (c) pay
     any dividends on Borrower's stock (other than dividends payable in its
     stock), provided, however that notwithstanding the foregoing, but only so
     long as no Event of Default has occurred and in continuing or would result
     from the payment of dividends, if Borrower is a "Subchapter S Corporation"
     ( as defined in the Internal Revenue Code of 1986, as amended), Borrower
     may pay cash dividends on its stock to its shareholders from time to time
     in amounts necessary to enable the shareholders to pay income taxes and
     make estimated income tax payments to satisfy their liabilities under
     federal and state law which arise solely from their status as Shareholders
     of a Subchapter S Corporation because of their ownership of shares of
     stock of Borrower, or (d) purchase or retire any of Borrower's outstanding
     shares or alter or amend Borrower's capital structure.
<PAGE>

04-06-2000                      LOAN AGREEMENT                           PAGE 5
LOAN NO 11620                    (CONTINUED)
================================================================================

         LOANS, ACQUISITIONS AND GUARANTIES. (a) Loan, invest in or advance
         money or assets, (b) purchase, create or acquire any interest in any
         other enterprise or entity, or (c) incur any obligation as surety or
         guarantor other than in the ordinary course of business.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to
Borrower, whether under this Agreement or under any other agreement, Lender
shall have no obligation to make Loan Advances or to disburse Loan proceeds if:
(a) Borrower or any Guarantor is in default under the terms of this Agreement or
any of the Related Documents or any other agreement that Borrower or any
Guarantor has with Lender; (b) Borrower or any Guarantor becomes insolvent,
files a petition in bankruptcy or similar proceedings, or is adjudged a
bankrupt; (c) there occurs a material adverse change in Borrower's financial
condition, in the financial condition of any Guarantor, or in the value of any
Collateral securing any Loan; (d) any Guarantor seeks, claims or otherwise
attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any
other loan with Lender; or (e) Lender in good faith deems itself insecure, even
though no Event of Default shall have occurred.

LOAN AGREEMENT COVENANT & CONDITIONS ADDENDUM. The Loan Agreement Covenant &
Conditions Addendum attached as Exhibit "A" to this agreement is incorporated by
reference herein in full.

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 the indebtedness against any and all such accounts.

EVENTS OF DEFAULT. Each of the following shall constitute an Event of Default
under this Agreement:

         DEFAULT ON INDEBTEDNESS. Failure of Borrower to make any payment when
         due on the Loans.

         OTHER DEFAULTS. Failure of Borrower or any Grantor to comply with or to
         perform when due any other term, obligation, covenant or condition
         contained in this Agreement or in any of the Related Documents, or
         failure of Borrower to comply with or to perform any other term,
         obligation, covenant or condition contained in any other agreement
         between Lender and Borrower.

         DEFAULT IN FAVOR OF THIRD PARTIES. Should Borrower or any Grantor
         default 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 or any Grantor's ability to repay the Loans or
         perform their respective obligations under this Agreement or any of the
         Related Documents.

         FALSE STATEMENTS. Any warranty, representation or statement made or
         furnished to Lender by or on behalf of Borrower or any Grantor under
         this Agreement or the Related Documents is false or misleading in any
         material respect at the time made or furnished, or becomes false or
         misleading at any time thereafter.

         DEFECTIVE COLLATERALIZATION. This Agreement or any of the Related
         Documents ceases to be in full force and effect (including failure of
         any Security Agreement to create a valid and perfected Security
         Interest) at any time and for any reason.

         INSOLVENCY. The dissolution or termination of Borrower's existence as a
         going business, the insolvency of Borrower, the appointment of a
         receiver for any part of Borrower's property, any assignment for the
         benefit of creditors, any type of creditor workout, or the commencement
         of any proceeding under any bankruptcy or insolvency laws by or against
         Borrower.

         CREDITOR OR FORFEITURE PROCEEDINGS. Commencement of foreclosure of
         forfeiture proceedings, whether by judicial proceeding, self-help,
         repossession or any other method, by any creditor of Borrower, any
         creditor of any Grantor against any collateral securing the
         Indebtedness, or by any governmental agency. This includes a
         garnishment, attachment, or levy on or of any of Borrower's deposit
         accounts with Lender. However, this Event of Default shall not apply if
         there is a good faith dispute by Borrower or Grantor, as the case may
         be, as to the validity or reasonableness of the claim which is the
         basis of the creditor or forfeiture proceeding, and if Borrower or
         Grantor gives Lender written notice of the creditor or forfeiture
         proceeding and furnishes reserves or a surety bond for the creditor or
         forfeiture proceeding satisfactory to Lender.

         EVENTS AFFECTING GUARANTOR. Any of the preceding events occurs with
         respect to any Guarantor of any of the Indebtedness or any Guarantor
         dies or becomes incompetent, or revokes or disputes the validity of, or
         liability under, any Guaranty of the Indebtedness. Lender, at its
         option, may, but shall not be required to, permit the Guarantor's
         estate to assume unconditionally the obligations arising under the
         guaranty in a manner satisfactory to Lender, and, in doing so, cure the
         Event of Default.

         CHANGE IN OWNERSHIP. Any change in ownership of twenty-five percent
         (25%) or more of the common stock of the Borrower.

         ADVERSE CHANGE. A material adverse change occurs in Borrower's
         financial condition, or Lender believes the prospect of payment or
         performance of the Indebtedness is impaired.

         INSECURITY. Lender, in good faith, deems itself insecure.

         RIGHT TO CURE. If any default, other than a Default on Indebtedness, is
         curable and if Borrower or Grantor, as the case may be, has not been
         given a notice of a similar default within the preceding twelve (12)
         months, it may be cured (and no Event of Default will have occurred) if
         Borrower or Grantor, as the case may be, after receiving written notice
         from Lender demanding cure of such default: (a) cures the default
         within fifteen (15) days; or (b) if the cure requires more than fifteen
         (15) days, immediately initiates steps which Lender deems in Lender's
         sole discretion to be sufficient to cure the default and thereafter
         continues and completes all reasonable and necessary steps sufficient
         to produce compliance as soon as reasonably practical.

EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where
otherwise provided in this Agreement or the Related Documents, all commitments
and obligations of Lender under this Agreement or the Related Documents or any
other agreement immediately will terminate (including any obligation to make
Loan Advances or disbursements), and, at Lender's option, all Indebtedness
immediately will become due and payable, all without notice of any kind to
Borrower, except that in the case of an Event of Default of the type described
in the "Insolvency" subsection above, such acceleration shall be automatic and
not optional. In addition, Lender shall have all the rights and remedies
provided in the Related Documents or available at law, in equity, or otherwise.
Except as may be prohibited by applicable law, all of Lender's rights and
remedies shall be cumulative and may be exercised singularly or concurrently.
Election by Lender to pursue any remedy shall not exclude pursuit of any other
remedy, and an election to make expenditures or to take action to perform an
obligation of Borrower or of any Grantor shall not affect Lender's right to
declare a default and to exercise its rights and remedies.

MISCELLANEOUS PROVISION. The following miscellaneous provisions are a part of
this Agreement:

         AMENDMENTS. This Agreement, together with any Related Documents,
         constitutes the entire understanding and agreement of the parties as to
         the matters set forth in this Agreement. No alteration of or amendment
         to this Agreement 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 AGREEMENT 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. THIS AGREEMENT
         SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
         STATE OF CALIFORNIA.

         CAPTION HEADINGS. Caption headings in this Agreement are for
         convenience purposes only and are not to be used to interpret or define
         the provisions of this Agreement.

         CONSENT TO LOAN PARTICIPATION. Borrower agrees and consents to Lender's
         sale or transfer, whether now or later, of one or more participation
         interests in the Loans to one or more purchasers, whether related or
         unrelated to Lender. Lender may provide, without any limitation
         whatsoever, to any one or more purchasers, or potential purchasers, any
         information or knowledge Lender may have about Borrower or about any
         other matter relating to the Loan, and Borrower hereby waives any
         rights to privacy it may have with respect to such matters. Borrower
         additionally waives any and all notices of sale of participation
         interests, as well as all notices of any repurchase of such
         participation interests. Borrower also agrees that the purchasers of
         any such participation interests will be considered as the absolute
         owners of such interests in the Loans and will have all the rights
         granted under the participation agreement or agreements governing the
         sale of such participation interests. Borrower further waives all
         rights of offset or counterclaim that it may have now or later against
         Lender or against any purchaser of such a participation interest and
         unconditionally agrees that either Lender or such purchaser may enforce
         Borrower's obligation under the Loans irrespective of the failure or
         insolvency of any holder of any interest in the Loans. Borrower further
         agrees that the purchaser of any such participation interests may
         enforce its interests irrespective of any personal claims or defenses
         that Borrower may have against Lender.

         BORROWER INFORMATION. Borrower consents to the release of information
         on or about Borrower by Lender in accordance with any court order, law
         or regulation and in response to credit inquiries concerning Borrower.

         NON-LIABILITY OF LENDER. The relationship between Borrower and Lender
         is a debtor and creditor relationship and not fiduciary in nature, nor
         is the relationship to be construed as creating any partnership or
         joint venture between Lender and Borrower. Borrower is exercising its
         own judgment with respect to Borrower's business. All information
         supplied to Lender is for Lender's protection only and no other party
         is entitled to rely on such information. There is no duty for Lender to
         review, inspect, supervise, or inform Borrower of any matter with
         respect to Borrower's business. Lender and Borrower intend that Lender
         may reasonably rely on all information supplied by Borrower to Lender,
         together with all representations and warranties given by Borrower to
         Lender, without investigation or confirmation by Lender and that any
         investigation or failure to investigate will not diminish Lender's
         right to so rely.

<PAGE>


04-06-2000                       LOAN AGREEMENT                           PAGE 6
LOAN NO 11620                     (CONTINUED)

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

     NOTICE OF LENDER'S BREACH. Borrower must notify Lender in writing of any
     breach of this Agreement or the Related Documents by Lender and any other
     claim, cause of action or offset against Lender within thirty (30) days
     after the occurrence of such breach or after the accrual of such claim,
     cause of action or offset. Borrower waives any claim, cause of action or
     offset for which notice is not given in accordance with this paragraph.
     Lender is entitled to rely on any failure to give such notice.

     BORROWER INDEMNIFICATION. Borrower shall indemnify and hold Lender harmless
     from and against all claims, costs, expenses, losses, damages, and
     liabilities of any kind, including but not limited to attorneys' fees and
     expenses, arising out of any matter relating directly or indirectly to the
     indebtedness, whether resulting from internal disputes of the Borrower,
     disputes between Borrower and any Guarantor, or whether involving any third
     parties, or out of any other matter whatsoever related to this Agreement or
     the Related Documents, but excluding any claim or liability which arises as
     a direct result of Lender's gross negligence or willful misconduct. This
     indemnity shall survive full repayment and satisfaction of the indebtedness
     and termination of this Agreement.

     COUNTERPARTS. This Agreement may be executed in multiple counterparts, each
     of which, when so executed, shall be deemed an original, but all such
     counterparts, taken together, shall constitute one and the same Agreement.

     COSTS AND EXPENSES. Borrower agrees to pay upon demand all of Lender's
     expenses, including without limitation attorney's fees, incurred in
     connection with the preparation, execution, enforcement, modification and
     collection of this Agreement or in connection with the Loans made pursuant
     to this Agreement. Lender may pay someone else to help collect the Loans
     and to enforce this Agreement, and Borrower will pay 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 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.

     NOTICES. All notices required to be given under this Agreement shall be
     given in writing, may be sent by telefacsimile (unless otherwise required
     by law), and shall be effective when actually delivered or when deposited
     with a nationally recognized overnight courier or 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. Any party may change
     its address for notices under this Agreement by giving formal written
     notice to the other parties, specifying that the purpose of the notice is
     to change the party's address. To the extent permitted by applicable law,
     if there is more than one Borrower, notice to any Borrower will constitute
     notice to all Borrowers. For notice purposes, Borrower will keep Lender
     informed at all times of Borrower's current address(es).

     SEVERABILITY. If a court of competent jurisdiction finds any provision of
     this Agreement 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. If feasible, any
     such offending provision shall be deemed to be modified to be within the
     limits of enforceability or validity; however, if the offending provision
     cannot be so modified, it shall be stricken and all other provisions of
     this Agreement in all other respects shall remain valid and enforceable.

     SUBSIDIARIES AND AFFILIATES OF BORROWER. To the extent the context of any
     provisions of this Agreement makes it appropriate, including without
     limitation any representation, warranty or covenant, the word "Borrower" as
     used herein shall include all subsidiaries and affiliates of Borrower.
     Notwithstanding the foregoing however, under no circumstances shall this
     Agreement be construed to require Lender to make any Loan or other
     financial accommodation to any subsidiary or affiliate of Borrower.

     SUCCESSORS AND ASSIGNS. All covenants and agreements contained by or on
     behalf of Borrower shall bind its successors and assigns and shall inure to
     the benefit of Lender, its successors and assigns. Borrower shall not,
     however, have the right to assign its rights under this Agreement or any
     interest therein, without the prior written consent of Lender.

     SURVIVAL. All warranties, representations, and covenants made by Borrower
     in this Agreement or in any certificate or other instrument delivered by
     Borrower to Lender under this Agreement shall be considered to have been
     relied upon by Lender and will survive the making of the Loan and delivery
     to Lender of the Related Documents, regardless of any investigation made by
     Lender or on Lender's behalf.

     TIME IS OF THE ESSENCE. Time is of the essence in the performance of this
     Agreement.

     WAIVER. Lender shall not be deemed to have waived any rights under this
     Agreement 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 Agreement 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 Agreement. No prior waiver by Lender, nor any
     course of dealing between Lender and Borrower, or between Lender and any
     Grantor, shall constitute a waiver of any of Lender's rights or of any
     obligations of Borrower or of any Grantor as to any future transactions.
     Whenever the consent of Lender is required under this Agreement, the
     granting of such consent by Lender in any instance shall not constitute
     continuing consent in subsequent instances where such consent is required,
     and in all cases such consent may be granted or withheld in the sole
     discretion of Lender.

BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS LOAN AGREEMENT, AND
BORROWER AGREES TO ITS TERMS. THIS AGREEMENT IS DATED AS OF APRIL 6, 2000.

BORROWER:

FOTOBALL U.S.A., INC.

BY: /s/ Cliff Lyon
   ------------------------------------------------------
   CLIFF LYON, SR. VICE PRESIDENT/CHIEF FINANCIAL OFFICER

LENDER:

SCRIPPS BANK

BY:
   ------------------------------------------------------
   AUTHORIZED OFFICER

================================================================================
LASER PRO, Reg. U.S. Pat. & T.M. Off., Var. 3.29(C) Concentrex 2000
All rights reserved. [CA-C40 11820LOC.LN C1.OVL]