<PAGE>
                                                                   EXHIBIT 10.46


SILICON VALLEY BANK


                               CONTINUING GUARANTY

BORROWERS:      MOBILITY ELECTRONICS, INC., PORTSMITH, INC., MAGMA, INC.

GUARANTOR:      CUTTING EDGE SOFTWARE, INC.

DATE:           SEPTEMBER 27, 2002

   THIS CONTINUING GUARANTY is executed by the above-named guarantor (the
"Guarantor"), as of the above date, in favor of SILICON VALLEY BANK ("Silicon"),
whose address is 3003 Tasman Drive, Santa Clara, California 95054, with respect
to the Indebtedness of the above-named borrower ("Borrower")

   1. CONTINUING GUARANTY. Guarantor hereby unconditionally guarantees and
promises to pay on demand to Silicon, in lawful money of the United States, all
Indebtedness of Borrower now or hereafter owing to Silicon. As used herein, the
term Indebtedness is used in its most comprehensive sense and shall mean and
include without limitation: (a) any and all debts, duties, obligations,
liabilities, representations, warranties and guaranties of Borrower or any one
or more of them, heretofore, now, or hereafter made, incurred, or created,
whether voluntary or involuntary, due or not due, absolute or contingent,
liquidated or unliquidated, certain or uncertain, determined or undetermined,
monetary or nonmonetary, written or oral, and whether Borrower may be liable
individually or jointly with others, and regardless of whether recovery thereon
may be or hereafter become barred by any statute of limitations, discharged or
uncollectible in any bankruptcy, insolvency or other proceeding, or otherwise
unenforceable; and (b) any and all amendments, modifications, renewals and
extensions of any or all of the foregoing, including without limitation
amendments, modifications, renewals and extensions which are evidenced by any
new or additional instrument, document or agreement; and (c) any and all
reasonable attorneys' fees, court costs, and collection charges incurred in
endeavoring to collect or enforce any of the foregoing against Borrower,
Guarantor, or any other person liable thereon (whether or not suit be brought)
and any other reasonable expenses of, for or incidental to collection thereof.
This Guaranty is given in consideration for credit and other financial
accommodations which may, from time to time, be given by Silicon to Borrower in
Silicon's sole discretion, but Guarantor acknowledges and agrees that acceptance
by Silicon of this Guaranty shall not constitute a commitment of any kind by
Silicon to extend such credit or other financial accommodation to Borrower or to
permit Borrower to incur Indebtedness to Silicon. All sums due under this
Guaranty shall bear interest from the date due until the date paid at the
highest rate charged with respect to any of the Indebtedness.

   2. WAIVERS. Guarantor hereby waives: (a) presentment for payment, notice of
dishonor, demand, protest, and notice thereof as to any instrument, and all
other notices and demands to which Guarantor might be entitled, including
without limitation notice of all of the following: the acceptance hereof; the
creation, existence, or acquisition of any Indebtedness; the amount of the
Indebtedness from time to time outstanding; any foreclosure sale or other
disposition of any property which secures any or all of the Indebtedness or
which secures the obligations of any other guarantor of any or all of the
Indebtedness; any adverse change in Borrower's financial position; any other
fact which might increase Guarantor's risk; any default, partial payment or
non-payment of all or any part of the Indebtedness; the occurrence of any other
Event of Default (as hereinafter defined); any and all agreements and
arrangements between Silicon and Borrower and any changes, modifications, or
extensions thereof, and any revocation, modification or release of any guaranty
of any or all of the Indebtedness by any person (including without limitation
any other person signing this Guaranty); (b) any right to require Silicon to
institute suit against, or to exhaust its rights and remedies against, Borrower
or any other person, or to proceed against any property of any kind which
secures all or any part of the Indebtedness, or to exercise any right of offset
or other right with respect to any reserves, credits or deposit accounts held by
or maintained with Silicon or any indebtedness of Silicon to Borrower, or to
exercise any other right or power, or pursue any other remedy Silicon may have;
(c) any defense arising by reason of any disability or other defense of Borrower
or any other guarantor or any endorser, co-maker or other person, or by reason
of the cessation from any cause whatsoever of any liability of Borrower or any
other guarantor or any endorser, co-maker or other person, with respect to all
or any part of the Indebtedness, or by


                                      -1-
<PAGE>

                     SILICON                                 CONTINUING GUARANTY
             -------------------------------------------------------------------


reason of any act or omission of Silicon or others which directly or indirectly
results in the discharge or release of Borrower or any other guarantor or any
other person or any Indebtedness or any security therefor, whether by operation
of law or otherwise; (d) any defense arising by reason of any failure of Silicon
to obtain, perfect, maintain or keep in force any security interest in, or lien
or encumbrance upon, any property of Borrower or any other person; (e) any
defense based upon any failure of Silicon to give Guarantor notice of any sale
or other disposition of any property securing any or all of the Indebtedness, or
any defects in any such notice that may be given, or any failure of Silicon to
comply with any provision of applicable law in enforcing any security interest
in or lien upon any property securing any or all of the Indebtedness including,
but not limited to, any failure by Silicon to dispose of any property securing
any or all of the Indebtedness in a commercially reasonable manner; (f) any
defense based upon or arising out of any bankruptcy, insolvency, reorganization,
arrangement, readjustment of debt, liquidation or dissolution proceeding
commenced by or against Borrower or any other guarantor or any endorser,
co-maker or other person, including without limitation any discharge of, or bar
against collecting, any of the Indebtedness (including without limitation any
interest thereon), in or as a result of any such proceeding; and (g) the benefit
of any and all statutes of limitation with respect to any action based upon,
arising out of or related to this Guaranty. Until all of the Indebtedness has
been paid, performed, and discharged in full, nothing shall discharge or satisfy
the liability of Guarantor hereunder except the full performance and payment of
all of the Indebtedness. If any claim is ever made upon Silicon for repayment or
recovery of any amount or amounts received by Silicon in payment of or on
account of any of the Indebtedness, because of any claim that any such payment
constituted a preferential transfer or fraudulent conveyance, or for any other
reason whatsoever, and Silicon repays all or part of said amount by reason of
any judgment, decree or order of any court or administrative body having
jurisdiction over Silicon or any of its property, or by reason of any settlement
or compromise of any such claim effected by Silicon with any such claimant
(including without limitation the Borrower), then and in any such event,
Guarantor agrees that any such judgment, decree, order, settlement and
compromise shall be binding upon Guarantor, notwithstanding any revocation or
release of this Guaranty or the cancellation of any note or other instrument
evidencing any of the Indebtedness, or any release of any of the Indebtedness,
and the Guarantor shall be and remain liable to Silicon under this Guaranty for
the amount so repaid or recovered, to the same extent as if such amount had
never originally been received by Silicon, and the provisions of this sentence
shall survive, and continue in effect, notwithstanding any revocation or release
of this Guaranty. Until all of the Indebtedness has been irrevocably paid and
performed in full, Guarantor hereby expressly and unconditionally waives all
rights of subrogation, reimbursement and indemnity of every kind against
Borrower, and all rights of recourse to any assets or property of Borrower, and
all rights to any collateral or security held for the payment and performance of
any Indebtedness, including (but not limited to) any of the foregoing rights
which Guarantor may have under any present or future document or agreement with
any Borrower or other person, and including (but not limited to) any of the
foregoing rights which Guarantor may have under any equitable doctrine of
subrogation, implied contract, or unjust enrichment, or any other equitable or
legal doctrine. Neither Silicon, nor any of its directors, officers, employees,
agents, attorneys or any other person affiliated with or representing Silicon
shall be liable for any claims, demands, losses or damages, of any kind
whatsoever, made, claimed, incurred or suffered by Guarantor or any other party
through the ordinary negligence of Silicon, or any of its directors, officers,
employees, agents, attorneys or any other person affiliated with or representing
Silicon.

   3. CONSENTS. Guarantor hereby consents and agrees that, without notice to or
by Guarantor and without affecting or impairing in any way the obligations or
liability of Guarantor hereunder, Silicon may, from time to time before or after
revocation of this Guaranty, do any one or more of the following in Silicon's
sole and absolute discretion: (a) accelerate, accept partial payments of,
compromise or settle, renew, extend the time for the payment, discharge, or
performance of, refuse to enforce, and release all or any parties to, any or all
of the Indebtedness; (b) grant any other indulgence to Borrower or any other
person in respect of any or all of the Indebtedness or any other matter; (c)
accept, release, waive, surrender, enforce, exchange, modify, impair, or extend
the time for the performance, discharge, or payment of, any and all property of
any kind securing any or all of the Indebtedness or any guaranty of any or all
of the Indebtedness, or on which Silicon at any time may have a lien, or refuse
to enforce its rights or make any compromise or settlement or agreement therefor
in respect of any or all of such property; (d) substitute or add, or take any
action or omit to take any action which results in the release of, any one or
more endorsers or guarantors of all or any part of the Indebtedness, including,
without limitation one or more parties to this Guaranty, regardless of any
destruction or impairment of any right of contribution or other right of
Guarantor; (e) amend, alter or change in any respect whatsoever any term or
provision relating to any or all of the Indebtedness, including the rate of
interest thereon; (f) apply any sums received from Borrower, any other
guarantor, endorser, or co-signer, or from the disposition of any collateral or
security, to any indebtedness whatsoever owing from such person or secured by
such collateral or security, in such manner and order as Silicon determines in
its sole discretion, and regardless of whether such indebtedness is part of the
Indebtedness, is secured, or is due and payable; (g) apply any sums received
from Guarantor or from the disposition of any collateral or security securing
the obligations of Guarantor, to any of the Indebtedness in such manner and
order as Silicon determines in its sole discretion, regardless


                                      -2-
<PAGE>


                     SILICON                                 CONTINUING GUARANTY
             -------------------------------------------------------------------

of whether or not such Indebtedness is secured or is due and payable. Guarantor
consents and agrees that Silicon shall be under no obligation to marshal any
assets in favor of Guarantor, or against or in payment of any or all of the
Indebtedness. Guarantor further consents and agrees that Silicon shall have no
duties or responsibilities whatsoever with respect to any property securing any
or all of the Indebtedness. Without limiting the generality of the foregoing,
Silicon shall have no obligation to monitor, verify, audit, examine, or obtain
or maintain any insurance with respect to, any property securing any or all of
the Indebtedness.

   4. EXERCISE OF RIGHTS AND REMEDIES; FORECLOSURE OF TRUST DEEDS.
[intentionally omitted]

   5. ACCELERATION. Notwithstanding the terms of all or any part of the
Indebtedness, the obligations of the Guarantor hereunder to pay and perform all
of the Indebtedness shall, at the option of Silicon, immediately become due and
payable, without notice, and without regard to the expressed maturity of any of
the Indebtedness, in the event: (a) Borrower shall fail to pay or perform when
due all or any part of the Indebtedness; or (b) there shall occur the
dissolution, termination of existence, insolvency, or business failure of
Borrower or Guarantor, or the appointment of a receiver, trustee or custodian
for Borrower or Guarantor or all or any part of the property of either of them,
or the assignment for the benefit of creditors by Borrower or Guarantor, or the
commencement of any proceeding by or against Borrower or Guarantor under any
reorganization, bankruptcy, insolvency, arrangement, readjustment of debt,
dissolution or liquidation law or statute of any jurisdiction, now or hereafter
in effect; or (c) the board of directors or shareholders of Borrower or
Guarantor shall adopt any resolution or plan for its dissolution or the
liquidation of all or substantially all of its assets; or (d) Guarantor shall
revoke this Guaranty or contest or deny liability under this Guaranty. All of
the foregoing are hereinafter referred to as Events of Default.

   6. REVOCATION. This is a Continuing Guaranty relating to all of the
Indebtedness, including Indebtedness arising under successive transactions which
from time to time continue the Indebtedness or renew it after it has been
satisfied. Guarantor waives all benefits of California Civil Code Section 2815,
and agrees that the obligations of Guarantor hereunder may not be terminated or
revoked in any manner except by giving 90 days' advance written notice of
revocation to Silicon at its address above by registered first-class U.S. mail,
postage prepaid, return receipt requested, and only as to new loans made by
Silicon to Borrower more than 90 days after actual receipt of such written
notice by Silicon. No termination or revocation of this Guaranty shall be
effective until 90 days following the date of actual receipt of said written
notice of revocation by Silicon. Notwithstanding such written notice of
revocation or any other act of Guarantor or any other event or circumstance,
Guarantor agrees that this Guaranty and all consents, waivers and other
provisions hereof shall continue in full force and effect as to any and all
Indebtedness which is outstanding on or before the 90th day following actual
receipt of said written notice of revocation by Silicon, and all extensions,
renewals and modifications of said Indebtedness (including without limitation
amendments, extensions, renewals and modifications which are evidenced by new or
additional instruments, documents or agreements executed before or after
expiration of said 90-day period), and all interest thereon, accruing before or
after expiration of said 90-day period, and all attorneys' fees, court costs and
collection charges, incurred before or after expiration of said 90-day period,
in endeavoring to collect or enforce any of the foregoing against Borrower,
Guarantor or any other person liable thereon (whether or not suit be brought)
and any other expenses of, for or incidental to collection thereof.

   7. INDEPENDENT LIABILITY. Guarantor hereby agrees that one or more successive
or concurrent actions may be brought hereon against Guarantor, in the same
action in which Borrower may be sued or in separate actions, as often as deemed
advisable by Silicon. The liability of Guarantor hereunder is exclusive and
independent of any other guaranty of any or all of the Indebtedness whether
executed by Guarantor or by any other guarantor (including without limitation
any other persons signing this Guaranty). The liability of Guarantor hereunder
shall not be affected, revoked, impaired, or reduced by any one or more of the
following: (a) the fact that the Indebtedness exceeds the maximum amount of
Guarantor's liability, if any, specified herein or elsewhere (and no agreement
specifying a maximum amount of Guarantor's liability shall be enforceable unless
set forth in a writing signed by Silicon or set forth in this Guaranty); or (b)
any direction as to the application of payment by Borrower or by any other
party; or (c) any other continuing or restrictive guaranty or undertaking or any
limitation on the liability of any other guarantor (whether under this Guaranty
or under any other agreement); or (d) any payment on or reduction of any such
other guaranty or undertaking; or (e) any revocation, amendment, modification or
release of any such other guaranty or undertaking.

   8. FINANCIAL CONDITION OF BORROWER. Guarantor is fully aware of the financial
condition of Borrower and is executing and delivering this Guaranty at
Borrower's request and based solely upon his own independent investigation of
all matters pertinent hereto, and Guarantor is not relying in any manner upon
any representation or statement of Silicon with respect thereto. Guarantor
represents and warrants that he is in a position to obtain, and Guarantor hereby
assumes full responsibility for obtaining, any additional information concerning
Borrower's financial condition and any other matter pertinent hereto as
Guarantor may desire, and Guarantor is not relying upon or expecting Silicon to
furnish to him any information now or hereafter in Silicon's possession
concerning the same or any other matter. By executing this


                                      -4-
<PAGE>


                     SILICON                                 CONTINUING GUARANTY
             -------------------------------------------------------------------


Guaranty, Guarantor knowingly accepts the full range of risks encompassed within
a contract of continuing guaranty, which risks Guarantor acknowledges include
without limitation the possibility that Borrower will incur additional
Indebtedness for which Guarantor will be liable hereunder after Borrower's
financial condition or ability to pay such Indebtedness has deteriorated and/or
after bankruptcy or insolvency proceedings have been commenced by or against
Borrower. Guarantor shall have no right to require Silicon to obtain or disclose
any information with respect to the Indebtedness, the financial condition or
character of Borrower, the existence of any collateral or security for any or
all of the Indebtedness, the filing by or against Borrower of any bankruptcy or
insolvency proceeding, the existence of any other guaranties of all or any part
of the Indebtedness, any action or non-action on the part of Silicon, Borrower,
or any other person, or any other matter, fact, or occurrence.

   9. [INTENTIONALLY OMITTED]

   10. REPRESENTATIONS AND WARRANTIES. Guarantor hereby represents and warrants
that (i) it is in Guarantor's direct interest to assist Borrower in procuring
credit, because Borrower is an affiliate of Guarantor, furnishes goods or
services to Guarantor, purchases or acquires goods or services from Guarantor,
and/or otherwise has a direct or indirect corporate or business relationship
with Guarantor, (ii) this Guaranty has been duly and validly authorized,
executed and delivered and constitutes the valid and binding obligation of
Guarantor, enforceable in accordance with its terms, and (iii) the execution and
delivery of this Guaranty does not violate or constitute a default under (with
or without the giving of notice, the passage of time, or both) any order,
judgment, decree, instrument or agreement to which Guarantor is a party or by
which it or its assets are affected or bound.

   11. COSTS. Whether or not suit be instituted, Guarantor agrees to reimburse
Silicon on demand for all reasonable attorneys' fees and all other reasonable
costs and expenses incurred by Silicon in enforcing this Guaranty, or arising
out of or relating in any way to this Guaranty. In the event either Silicon or
Guarantor files any lawsuit against the other predicated on a breach of this
Guaranty, the prevailing party in such action shall be entitled to recover its
reasonable attorneys' fees and costs of suit from the non-prevailing party.

   12. NOTICES. Any notice which a party shall be required or shall desire to
give to the other hereunder (except for notice of revocation, which shall be
governed by Section 6 of this Guaranty) shall be given by personal delivery or
by telecopier or by depositing the same in the United States mail, first class
postage pre-paid, addressed to Silicon at its address set forth in the heading
of this Guaranty and to Guarantor at his address set forth under his signature
hereon, and such notices shall be deemed duly given on the date of personal
delivery or one day after the date telecopied or 3 business days after the date
of mailing as aforesaid. Silicon and Guarantor may change their address for
purposes of receiving notices hereunder by giving written notice thereof to the
other party in accordance herewith. Guarantor shall give Silicon immediate
written notice of any change in his address.

   13. CONSTRUCTION; SEVERABILITY. If more than one person has executed this
Guaranty, the term Guarantor as used herein shall be deemed to refer to all and
any one or more such persons and their obligations hereunder shall be joint and
several. Without limiting the generality of the foregoing, if more than one
person has executed this Guaranty, this Guaranty shall in all respects be
interpreted as though each person signing this Guaranty had signed a separate
Guaranty, and references herein to other guarantors or words of similar effect
shall include without limitation other persons signing this Guaranty. As used in
this Guaranty, the term property is used in its most comprehensive sense and
shall mean all property of every kind and nature whatsoever, including without
limitation real property, personal property, mixed property, tangible property
and intangible property. Words used herein in the masculine gender shall include
the neuter and feminine gender, words used herein in the neuter gender shall
include the masculine and feminine, words used herein in the singular shall
include the plural and words used in the plural shall include the singular,
wherever the context so reasonably requires. If any provision of this Guaranty
or the application thereof to any party or circumstance is held invalid, void,
inoperative or unenforceable, the remainder of this Guaranty and the application
of such provision to other parties or circumstances shall not be affected
thereby, the provisions of this Guaranty being severable in any such instance.

   14. GENERAL PROVISIONS. Silicon shall have the right to seek recourse against
Guarantor to the full extent provided for herein and in any other instrument or
agreement evidencing obligations of Guarantor to Silicon, and against Borrower
to the full extent of the Indebtedness. No election in one form of action or
proceeding, or against any party, or on any obligation, shall constitute a
waiver of Silicon's right to proceed in any other form of action or proceeding
or against any other party. The failure of Silicon to enforce any of the
provisions of this Guaranty at any time or for any period of time shall not be
construed to be a waiver of any such provision or the right thereafter to
enforce the same. All remedies hereunder shall be cumulative and shall be in
addition to all rights, powers and remedies given to Silicon by law or under any
other instrument or agreement. Time is of the essence in the performance by
Guarantor of each and every obligation under this Guaranty. If Borrower is a
corporation, partnership or other entity, Guarantor hereby agrees that Silicon
shall have no obligation to inquire into the power or authority of Borrower or
any of its officers, directors, partners, or agents acting or purporting to act
on its behalf, and any Indebtedness made or created in reliance upon the


                                      -4-
<PAGE>


                     SILICON                                 CONTINUING GUARANTY
             -------------------------------------------------------------------


professed exercise of any such power or authority shall be included in the
Indebtedness guaranteed hereby. This Guaranty is the entire and only agreement
between Guarantor and Silicon with respect to the guaranty of the Indebtedness
of Borrower by Guarantor, and all representations, warranties, agreements, or
undertakings heretofore or contemporaneously made, which are not set forth
herein, are superseded hereby. No course of dealings between the parties, no
usage of the trade, and no parol or extrinsic evidence of any nature shall be
used or be relevant to supplement or explain or modify any term or provision of
this Guaranty. There are no conditions to the full effectiveness of this
Guaranty. The terms and provisions hereof may not be waived, altered, modified,
or amended except in a writing executed by Guarantor and a duly authorized
officer of Silicon. All rights, benefits and privileges hereunder shall inure to
the benefit of and be enforceable by Silicon and its successors and assigns and
shall be binding upon Guarantor and his heirs, executors, administrators,
personal representatives, successors and assigns. Neither the death of Guarantor
nor notice thereof to Silicon shall terminate this Guaranty as to his estate,
and, notwithstanding the death of Guarantor or notice thereof to Silicon, this
Guaranty shall continue in full force and effect with respect to all
Indebtedness, including without limitation Indebtedness incurred or created
after the death of Guarantor and notice thereof to Silicon. Section headings are
used herein for convenience only. Guarantor acknowledges that the same may not
describe completely the subject matter of the applicable Section, and the same
shall not be used in any manner to construe, limit, define or interpret any term
or provision hereof.

   15. GOVERNING LAW; VENUE AND JURISDICTION. This instrument and all acts and
transactions pursuant or relating hereto and all rights and obligations of the
parties hereto shall be governed, construed, and interpreted in accordance with
the internal laws of the State of California. In order to induce Silicon to
accept this Guaranty, and as a material part of the consideration therefor,
Guarantor (i) agrees that all actions or proceedings relating directly or
indirectly hereto shall, at the option of Silicon, be litigated in courts
located within Santa Clara County, California, (ii) consents to the jurisdiction
of any such court and consents to the service of process in any such action or
proceeding by personal delivery or any other method permitted by law; and (iii)
waives any and all rights Guarantor may have to transfer or change the venue of
any such action or proceeding.

   16. MUTUAL WAIVER OF RIGHT TO JURY TRIAL. SILICON AND GUARANTOR HEREBY WAIVE
THE RIGHT TO TRIAL BY JURY IN ANY ACTION, CLAIM, LAWSUIT OR PROCEEDING BASED
UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO: (i) THIS GUARANTY OR ANY
SUPPLEMENT OR AMENDMENT THERETO; OR (ii) ANY OTHER PRESENT OR FUTURE INSTRUMENT
OR AGREEMENT BETWEEN SILICON AND GUARANTOR; OR (iii) ANY BREACH, CONDUCT, ACTS
OR OMISSIONS OF SILICON OR GUARANTOR OR ANY OF THEIR RESPECTIVE DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSON AFFILIATED WITH OR
REPRESENTING SILICON OR GUARANTOR; IN EACH OF THE FOREGOING CASES, WHETHER
SOUNDING IN CONTRACT OR TORT OR OTHERWISE.

   17. RECEIPT OF COPY. Guarantor acknowledges receipt of a copy of this
Guaranty.

Guarantor Signature:

         CUTTING EDGE SOFTWARE, INC.


         By:  /s/ Joan W. Brubacher
              ---------------------
         Title: Vice President



         Address:     7955 E. Redfield Road
                      Scottsdale, Arizona  85260



                                      -5-

<PAGE>

CERTIFIED RESOLUTION - GUARANTEE

GUARANTOR:    CUTTING EDGE SOFTWARE, INC.,
              A CORPORATION ORGANIZED UNDER THE LAWS OF
              THE STATE OF ________

DATE:         SEPTEMBER 27, 2002

         I, the undersigned, Secretary or Assistant Secretary of the above-named
corporation, a corporation organized under the laws of the state set forth
above, do hereby certify that the following is a full, true and correct copy of
resolutions duly and regularly adopted by the Board of Directors of said
corporation as required by law, and by the by-laws of said corporation, and that
said resolutions are still in full force and effect and have not been in any way
modified, repealed, rescinded, amended or revoked.

WHEREAS, it is in the direct interest of this corporation to assist the
following person (the Borrower):

            MOBILITY ELECTRONICS, INC., PORTSMITH, INC., MAGMA, INC.

in procuring credit from Silicon Valley Bank (Silicon), because Borrower is an
affiliate of this corporation, furnishes goods or services to this corporation,
purchases or acquires goods or services from this corporation, and/or otherwise
has a direct or indirect corporate or business relationship with this
corporation;

RESOLVED, that any officer of this corporation is hereby authorized and directed
to: execute and deliver on behalf of this corporation a guarantee with respect
to all indebtedness, liabilities and obligations of Borrower to Silicon, whether
now existing or hereafter arising or acquired; to pledge or assign to Silicon,
and to grant to Silicon a security interest and lien in, any and all assets and
property, real and personal, of this corporation as security for all
indebtedness, liabilities and obligations of this corporation to Silicon, now
existing or hereafter arising, including without limitation the obligations of
this corporation under said guarantee, and to execute and deliver in connection
therewith, one or more pledge agreements, assignments, security agreements
Uniform Commercial Code financing statements, deeds of trust and mortgages, in
form and substance satisfactory to Silicon; to execute and deliver any and all
amendments, modifications, extensions, renewals, replacements and agreements,
documents, instruments relating to the foregoing or requested by Silicon; and to
execute and deliver any and all instruments, papers and documents and to do all
other acts that said officers may deem convenient or proper to effectuate the
purpose and intent of these resolutions.

RESOLVED, all actions heretofore taken and all documentation heretofore executed
and delivered by any of said officers, or by any individual who currently holds
or has held any of said offices, in furtherance of the foregoing is hereby
ratified, adopted, approved and confirmed and declared to be binding and
enforceable obligations of this corporation in accordance with the respective
terms and provisions thereof; and that the authorizations herein set forth shall
remain in full force and effect until written notice of any modification or
discontinuance shall be given to and actually received by Silicon, but no such
modification or discontinuance shall effect the validity of the acts of any
person, authorized to so act with these resolutions, before the receipt of any
such notice by Silicon.

         in witness whereof, I have hereunto set my hand as such Secretary or
Assistant Secretary on the date set forth above.



                                    -----------------------------------
                                    Secretary or Assistant Secretary


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