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                                                                   EXHIBIT 10.12

                         CONTINUING GUARANTY (UNLIMITED)

             1. GUARANTEE. For value received, and to induce U.S. BANK N.A. (the
"Bank") to extend or continue credit or other financial accommodations now or in
the future to LEE KASPER (the  "Borrower"),  the undersigned  (the  "Guarantor")
hereby absolutely and  unconditionally  jointly and severally  guarantees prompt
payment of and  promises to pay or cause to be paid to the Bank the  Obligations
(as  herein  after  defined),  whether  or not the  Obligations  are  valid  and
enforceable  against the Borrower,  whenever the Obligations become due, whether
on demand, at maturity or by reason of acceleration, or at the time the Borrower
or the  Guarantor  shall  become the  subject of any  bankruptcy  or  insolvency
proceeding.

         As used herein,  the term "OBLIGATIONS"  shall mean all loans,  drafts,
overdrafts,  checks,  notes and all other debts,  liabilities and obligations of
every  kind  owing by the  Borrower  to the Bank,  whether  direct or  indirect,
absolute or  contingent,  liquidated  or  unliquidated  whether of the same or a
different nature and whether existing now or in the future,  including  interest
thereon and all costs,  expenses and reasonable  attorneys' fees (including fees
of inside  counsel)  paid or  incurred  by the Bank at any time  before or after
judgment  in  attempting  to  collect  any of the  foregoing,  to realize on any
collateral  securing any of the foregoing or this Guaranty,  and to enforce this
Guaranty.  The  definition  of  "Obligations"  also  includes  the amount of any
payments  made to the Bank or  another  on  behalf  of the  Borrower  (including
payments  resulting from liquidation of collateral) which are recovered from the
Bank by a trustee,  receiver,  creditor  or other party  pursuant to  applicable
Federal or state law (the  "SURRENDERED  PAYMENTS").  In the event that the Bank
makes any Surrendered Payments (including pursuant to a negotiated  settlement),
the  Surrendered  Payments  shall  immediately  be  reinstated  as  Obligations,
regardless of whether the Bank has  surrendered or cancelled this Guaranty prior
to returning the Surrendered Payments.

             2. CONSENT TO BANK ACTIONS; NO DISCHARGE. The Guarantor agrees that
the Bank  does  not  have to take  any  steps  whatsoever  to  realize  upon any
collateral  securing the Obligations,  or to proceed against the Borrower or any
other guarantor or surety for the Obligations  either before or after proceeding
against the  Guarantor;  and the Guarantor  waives any claim of  marshalling  of
assets  against the consent of, the Guarantor,  without  reducing or discharging
the Guarantor's liability under this Guaranty:  (i) renew, amend, modify, extend
or release  any  existing or future  Obligations  (including  making  additional
advances,  or changing the interest rate or amount, time or manner of payment of
any  Obligations),  and make  additional  extensions  of credit to the  Borrower
(which   will  become   additional   Obligations),   regardless   of  when  such
modifications  or additional  extensions of credit are made,  and  regardless of
whether they are similar to or different from any other Obligations; (ii) amend,
supplement and waive compliance with any of the provisions of documents securing
any Obligation or this Guaranty, or the liability of any other party responsible
for  payment  of  any  Obligation;  and  (iv)  accept  other  guarantor  to  the
Obligations  (or any other  amounts due to the Bank) in any manner that the Bank
elects. The Guarantor also expressly agrees that the Guarantor's  liability will
not be reduced or discharged by the Bank's failure or delay in perfecting (or to
continue  perfection  of) any security  interest,  mortgage or other lien on any
collateral securing the Obligations or this Guaranty, or to protect the value or
condition of any such collateral.  THE GUARANTOR SPECIFICALLY  ACKNOWLEDGES THAT
THIS GUARANTY COVERS ALL EXISTING AND FUTURE  OBLIGATIONS OF THE BORROWER TO THE
BANK  REGARDLESS  OF THE  AMOUNT  OF THOSE  OBLIGATIONS;  THAT THE BANK CAN MAKE
ADDITIONAL EXTENSIONS OF CREDIT TO THE BORROWER WITHOUT NOTIFYING THE GUARANTOR;
AND THAT THE BANK CAN DEMAND PAYMENT FROM AND IMPOSE  LIABILITY ON THE GUARANTOR
WITHOUT FIRST TRYING TO COLLECT FROM THE BORROWER OR ANY OTHER GUARANTOR.

             3. WAIVERS. The Guarantor expressly waives all rights of setoff and
counterclaims,  as well as diligence in collection or prosecution,  presentment,
demand of payment or  performance,  protest,  notice of dishonor,  nonpayment or
nonperformance of any Obligation.  The Guarantor also expressly waives notice of
acceptance  of the  Guaranty,  and the right to receive  all other  notices  and
demands of any kind relating to the Obligations or this Guaranty.  The Guarantor
agrees  that any  right of  subrogation  as to  payment  or  enforcement  of any
security  interest  securing the  Obligations  shall not be  enforceable  by any
Guarantor  until  the  Bank  is  paid  in  full.  In  addition  to,  and  not in
substitution or lieu of, all of the other waivers and releases  contained herein
from the Guarantor,  Guarantor herby  specifically,  unconditionally and jointly
and  severally  waives  any and all  defenses  predicated  upon:  (i)  change of
ownership of any collateral  covered by any mortgage,  deed of trust or security
agreement or other security instrument securing the Obligations;  (ii) acquiring
additional collateral; (iii) substitution of different collateral in exchange or
exchanges  for part or  parts of any  original  collateral;  (iv)  sale or other
disposition,  either in whole or in part, of any collateral for the Obligations,
without notice to the Guarantor unless otherwise required by applicable law; (v)
the fact  that  there  may be  persons  other  than the  Guarantor  solvent  and
responsible  for  the  payment  of  the   Obligations;   (vi)  release,   death,
dissolution,  liquidation or termination of the existence of the Borrower or any
other  guarantor;  (vii) an election of remedies;  or (viii) any other  defenses
based on suretyship or impairment of collateral.

             4. FINANCIAL INFORMATION. The Guarantor warrants that all financial
information previously provided to the Bank was accurate when given, and that no
material  adverse change has occurred in the Guarantor's  financial status since
such  information was given to the Bank. The Guarantor  agrees to provide to the
Bank from time to time upon request any  information  regarding the  Guarantor's
financial condition which the Bank reasonably requests; and without request, the
Guarantor  will  provide  annual  financial   statements  in  form  and  content
satisfactory to the Bank within 60 days of the end of each year.

             5. BORROWER'S FINANCIAL CONDITION. The Guarantor warrants and
represents to the Bank that (i) the Guarantor is sufficiently  knowledgeable and
experienced  in financial and business  matters to evaluate and  understand  the
risks  assumed in  connection  with the  execution  of this  Guaranty;  (ii) the
Guarantor has had the  opportunity  to examine the records,  reports,  financial
statements,  and other  information  relating to the financial  condition of the
Borrower;  (iii) the  Guarantor  has relied  solely upon  investigations  of the
Borrower's  financial  condition  conducted by the Guarantor or the  Guarantor's
authorized  representative  in deciding to execute this  Guaranty;  and (iv) the
Guarantor,  or its authorized  representative,  shall continue to  independently
review,  monitor and investigate  the financial  condition of the Borrower while
this Guaranty is in effect. THE GUARANTOR  SPECIFICALLY RELIEVES THE BANK OF ANY
DUTY,  OBLIGATION  OR  RESPONSIBILITY  OF ANY  NATURE  WHATSOEVER  TO ADVISE THE
GUARANTOR OF ANY CHANGE IN THE BORROWER'S FINANCIAL CONDITION.

           6. COLLATERAL;  SETOFF.  The Guarantor grants to the Bank a security
interest in all property in which the Guarantor has an ownership  interest which
is now or in the future in the  possession  of the Bank to secure  payment under
this Guaranty.  The Guarantor hereby authorizes the Bank, without further notice
to anyone,  to charge any account of the Guarantor for the amount of any and all
Obligations due under this Guaranty,  and grants the Bank a contractual right to
set off (WITHOUT NOTICE OR DEMAND) amounts due hereunder  against all depository
account balances,  cash and other property now or hereafter in the possession of
the Bank  and the  right  to  refuse  to  allow  withdrawals  from  any  account
(collectively  "SETOFF").  This Guaranty is also secured by any and all security
interests, pledges or liens now or hereafter in existence granted to the Bank to
secure  indebtedness of the Guarantor to the Bank,  including without limitation
as described in the following



                                 Page 10 of 19
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documents:  ALL ACCOUNTS, ALL INVENTORY AND ALL EQUIPMENT.
            ---------------------------------------------

     7.  DURATION OF GUARANTY;  REVOCATION;  CONTINUING  OBLIGATIONS.  This is a
continuing  Guaranty  and shall not be  revoked by death,  dissolution,  merger,
bankruptcy,  incompetency  or insolvency of the  Guarantor.  This Guaranty shall
remain in full force and effect  with  respect to the  Guarantor  until the Bank
receives  written  notice from the  Guarantor  revoking  this Guaranty as to the
Guarantor.  In the event that this  Guaranty is revoked by the  Guarantor,  said
revocation shall have no effect on the continuing  liability of the Guarantor to
guarantee  unconditionally  the  prompt  payment  of all  Obligations  which are
contracted or incurred before the revocation becomes  effective,  including such
prior Obligations which are subsequently renewed, modified or extended after the
revocation  becomes  effective,  as well as all  extensions of credit made after
revocation pursuant to commitments made prior to such revocation.  Revocation of
this  Guaranty by any  Guarantor  shall not relieve any other  Guarantor  of any
liability hereunder after the effective date of such revocation.

     8. ACCELERATION OF OBLIGATIONS;  SUCCESSORS;  MULTIPLE  GUARANTORS.  If the
Guarantor shall die, become the subject of any incompetency proceedings,  become
the subject of any bankruptcy or insolvency proceedings,  or fail to comply with
the terms of this Guaranty,  any document  securing this guaranty or any related
document,  the  Guarantor's  liability  hereunder to pay the  Obligations  shall
become  immediately  due and payable whether or not the Obligations are then due
and payable by the Borrower or any other guarantor. This Guaranty shall inure to
the benefit of the Bank,  its  successors and assign and of the holder and owner
of  any  of  the  Obligations,   and  shall  be  binding  on  heirs,  executors,
administrators,  successors and assigns of the Guarantor.  If there is more than
one Guarantor,  the liability of the Guarantors shall be joint and several,  and
the reference to the "Guarantor" shall be deemed to refer to all Guarantors.

     9. SEVERABILITY;  PRIOR AGREEMENTS;  AMENDMENT. Invalidity of any provision
of this  Guaranty  shall not affect the  validity of any other  provision.  This
Guaranty,  the  collateral  documents  securing  this Guaranty and the documents
evidencing the Obligations contain the entire agreement of the parties regarding
this matter; and any prior representations, promises or agreements (whether oral
or written)  which are not a part of this  Guaranty or the  documents  described
above  are not  enforceable.  The  terms of this  Guaranty  may not be  altered,
amended or waived except by another  written  agreement  signed by the Guarantor
and the Bank.  Unless  specifically  limited  in scope this  Guaranty  shall not
supersede  any  earlier  guaranty  of the  Guarantor  in  which  the Bank has an
interest nor shall any later guaranty supersede this Guaranty. The effect of any
earlier or later guaranty shall be cumulative with this Guaranty.

     10.  COPIES;   ENTIRE   AGREEMENT;   MODIFICATION.   THE  GUARANTOR  HEREBY
ACKNOWLEDGES  THE  RECEIPT OF A COPY OF THIS  GUARANTY.  IMPORTANT:  READ BEFORE
SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE
TERMS IN  WRITING,  EXPRESSING  CONSIDERATION  AND  SIGNED  BY THE  PARTIES  ARE
ENFORCEABLE.  NO OTHER TERMS OR ORAL  PROMISES  NOT  CONTAINED  IN THIS  WRITTEN
CONTRACT  MAY BE  LEGALLY  ENFORCED.  THE  TERMS OF THIS  AGREEMENT  MAY ONLY BE
CHANGED BY ANOTHER WRITTEN  AGREEMENT.  THIS NOTICE SHALL ALSO BE EFFECTIVE WITH
RESPECT TO ALL OTHER CREDIT  AGREEMENTS NOW IN EFFECT BETWEEN  GUARANTOR AND THE
BANK.  A  MODIFICATION  OF ANY OTHER  CREDIT  AGREEMENTS  NOW IN EFFECT  BETWEEN
GUARANTOR AND THE BANK,  WHICH OCCURS AFTER RECEIPT BY GUARANTOR OF THIS NOTICE,
MAY BE MADE ONLY BY ANOTHER WIRTTEN INSTURMENT. ORAL OR IMPLIED MODIFICATIONS TO
SUCH CREDIT AGREEMENTS ARE NOT ENFORCEABLE AND SHOULD NOT BE RELIED UPON.

     11.  GOVERNING  LAW;  JURISDICTION.  This Guaranty shall be governed by the
internal  laws of the State of  CALIFORNIA,  except to the extent  superseded by
Federal law. THE GUARANTOR HEREBY CONSENTS TO THE EXCLUSIVE  JURISDICTION OF ANY
STATE OR FEDERAL  COURT  SITUATED IN THE COUNTY OR FEDERAL  JURISDICITON  OF THE
BANK'S BRANCH WHERE THE LOAN WAS  ORIGINATED,  AND WAIVES ANY OBJECTION BASED ON
FORUM NON CONVENIENS, WITH REGARD TO ANY ACTION, CLAIMS, DISPUTES OR PROCEEDINGS
RELATING  TO  THIS  GUARANTY,  THE  COLLATERAL,  ANY  RELATED  DOCUMENT,  OR ANY
TRANSACTIONS ARISING THEREFROM,  OR ENFORCEMENT AND/OR INTERPRETATIONS OF ANY OF
THE FOREGOING.  Nothing herein shall affect the Bank's right to serve process in
any manner  permitted  by law,  or limit the Bank's  right to bring  proceedings
against the  Guarantor  in the  competent  courts of any other  jurisdiction  or
jurisdictions.

     12. WAIVER OF JURY TRIAL.  THE  GUARANTOR  AND THE BANK HEREBY  JOINTLY AND
SEVERALLY  WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR  PROCEEDING
RELATING TO THIS GUARANTY,  ALL DOCUMENTS RELATING TO THE GUARANTOR AND THE BANK
EACH  REPRESENTS  TO THE OTHER  THAT THIS  WAIVER IS  KNOWINGLY,  WILLINGLY  AND
VOLUNTARILY GIVEN.


<TABLE>
<CAPTION>

Dated:  NOVEMBER 7, 2002
<S>                                                                             <C>

                                                                                NUTECH DIGITAL, INC.
                                                                                -------------------------------------------
(Individual Guarantor)                                                          Guarantor Name (Organization)

(SEAL) a CALIFORNIA CORPORATION

Guarantor Name             N/A                                                  By
               -----------------------------------------------                     -------------------------------------------------

(SEAL)                                                                          Name and Title LEE KASPER, PRESIDEN/SECRETARY

Guarantor Name             N/A                                                  By
               -----------------------------------------------                     -------------------------------------------------

                                                                                Name and Title
                                                                                               -------------------------------------

-------------------------------------------------------------------------------------------------------------------
PURPOSE  AND  CONSENT.  Each  Guarantor  who is  married  represents  that  this
obligation  is incurred in the  interest of his or her  marriage or family.  The
spouse of each Guarantor who has not signed above as a Guarantor consents to the
Guarantor entering into this Guaranty,  BUT SAID SPOUSE OF EACH GUARANTOR IS NOT
A PARTY TO THIS GUARANTY.
-------------------------------------------------------------------------------------------------------------------

                  N/A                                                           Date:
--------------------------------------------------------------                         ----------------------------
Guarantor

                  N/A                                                           Date:
--------------------------------------------------------------                         ------------------------------------
Guarantor's Spouse
</TABLE>

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