GENERAL CONTINUING GUARANTY
                               OF
                           GUARANTORS


      In  order  to  induce Guaranty Business Credit  Corporation
d/b/a  Fidelity  Funding  ("GBCC"), a  Delaware  corporation,  to
extend  and/or to continue to extend financial accommodations  to
Rentrak Corporation, an Oregon corporation, and 3PF.Com, Inc.,  a
Delaware corporation (individually, a "Company" and collectively,
the  "Companies")  pursuant to the terms and conditions  of  that
certain  Loan and Security Agreement (as the same may be amended,
restated, extended, supplemented, or otherwise modified from time
to  time, the "Agreement"), of even date herewith, among GBCC and
the  Companies  or  pursuant  to  any  other  present  or  future
agreement  between GBCC and the Companies or either of them,  and
in   consideration   of   any  loans,  advances,   or   financial
accommodations heretofore or hereafter granted by GBCC to or  for
the  account of the Companies or either of them, whether pursuant
to the Agreement or otherwise, each of the undersigned Guarantors
("Guarantor"), hereby jointly and severally guarantees,  promises
and undertakes as follows:


          1.    Guaranty of Obligations.  Each Guarantor  jointly
          and    severally,   unconditionally,   absolutely   and
          irrevocably guarantees and promises to pay to GBCC,  on
          order  or demand, in lawful money of the United States,
          any  and  all indebtedness, liabilities and obligations
          of  the  Companies or either of them  to  GBCC  whether
          under  the  Agreement or otherwise  (collectively,  the
          "Obligations").  Without limiting the generality of the
          foregoing, each Guarantor further agrees to pay to GBCC
          all  post-petition interest, expenses and other  duties
          and  liabilities  of the Companies or  either  of  them
          which would be owed by the Companies or either of  them
          but  for  the fact that they are unenforceable  or  not
          allowable   due  to  the  existence  of  a  bankruptcy,
          reorganization  or  similar  proceeding  involving  the
          Companies.  The Obligations shall include any  and  all
          advances,  debts,  obligations and liabilities  of  the
          Companies, heretofore, now, or hereafter made, incurred
          or   created,  whether  voluntarily  or  involuntarily,
          however   arising   (including,   without   limitation,
          indebtedness owing by the Companies to GBCC  under  the
          Agreement, indebtedness owing by the Companies to third
          parties  who  have granted GBCC a security interest  in
          the accounts, chattel paper and general intangibles  of
          said  third  party,  and any and all  attorneys'  fees,
          expenses, costs, premiums, charges and interest owed by
          the Companies to GBCC, whether under the Agreement,  or
          otherwise),  whether  due  or  not  due,  absolute   or
          contingent,  liquidated or unliquidated, determined  or
          undetermined,  whether  the  Companies  may  be  liable
          individually,  jointly and severally, or  jointly  with
          others, whether recovery upon such indebtedness may  be
          or   hereafter  becomes  barred  by  any   statute   of
          limitations  or  whether such indebtedness  may  be  or
          hereafter  becomes  otherwise unenforceable,  and  also
          shall  include the Companies' prompt, full and faithful
          performance, observance and discharge of each and every
          term,  condition,  agreement, representation,  warranty
          undertaking  and  provision  to  be  performed  by  the
          Companies  under  the  Agreement.  Notwithstanding  the
          foregoing  or any other provision of this Guaranty,  it
          is  agreed  and understood that no Guarantor  shall  be
          required  to  pay hereunder at any time more  than  the
          Maximum  Guaranteed Amount.  As used herein,  the  term
          "Maximum  Guaranteed Amount" means as of  the  date  of
          determination,  the lesser of (a)  the  amount  of  the
          Obligations  outstanding  on  such  date  and  (b)  the
          maximum   amount  which  would  not  result   in   such
          Guarantor's  liability under this Guaranty constituting
          a  fraudulent  transfer or fraudulent conveyance  under
          applicable  state  or federal law as  determined  by  a
          court of competent jurisdiction.


          2.     Continuing   Guaranty.    This   guaranty   (the
          "Guaranty")  is a continuing guaranty and shall  remain
          effective   until  it  has  been  expressly  terminated
          pursuant  to  Section 14, provided, however,  that,  by
          sending  written  notice  (by  certified  mail,  return
          receipt requested) to GBCC, any Guarantor may terminate
          this Guaranty as to (and only as to) Obligations of the
          Companies  under  transactions having  their  inception
          after  the  effective date (the "Effective  Termination
          Date") specified in such written notice, which shall be
          at  least 90 days after GBCC's receipt of such  written
          notice.  No such termination shall affect any rights or
          obligations  arising out of transactions  having  their
          inception  prior  to  the Effective  Termination  Date,
          including,  without limitation, any loans  or  advances
          made,  or  any  credit granted, to the Companies  after
          GBCC's  receipt  thereof  pursuant  to  any  agreement,
          commitment    or    obligation,   including,    without
          limitation, the Agreement, made or entered into by GBCC
          prior to the Effective Termination Date.


          3.    Rights  are  Independent.  Each Guarantor  agrees
          that  it is directly and primarily liable to GBCC, that
          the   obligations  of  each  Guarantor  hereunder   are
          independent  of  the obligations of the  Companies  and
          that  a  separate action or actions may be brought  and
          prosecuted  against any Guarantor,  whether  action  is
          brought  against the Companies or whether the Companies
          are  joined  in  any  such  action  or  actions.   Each
          Guarantor agrees that any releases which may  be  given
          by  GBCC to the Company or any other Guarantor  or  any
          other  guarantor or endorser of all or any part of  the
          Obligations shall not release it from this Guaranty.


          4.    Default.   In  the  event  that  any  bankruptcy,
          insolvency,  receivership  or  similar  proceeding   is
          instituted  by  or against any Guarantor and/or  either
          Company  or in the event that any Guarantor  or  either
          Company becomes insolvent, makes an assignment for  the
          benefit   of   creditors  or  attempts  to   effect   a
          composition with creditors, or if there be any  default
          under the Agreement (whether declared or not), then, at
          GBCC's   election,  without  notice  or   demand,   the
          obligations  of each Guarantor created hereunder  shall
          become  due,  payable  and  enforceable  against   each
          Guarantor whether or not the Obligations are  then  due
          and  payable  and  whether or not the  Obligations  are
          enforceable against the Companies.


          5.   Indemnification.  Each Guarantor agrees to jointly
          and  severally indemnify, defend and hold GBCC harmless
          from  and against any and all obligations, demands  and
          liabilities,  by  whomsoever asserted and  against  all
          losses in any way suffered, incurred or paid by GBCC as
          a  result of or in any way arising out of, following or
          consequential  to  transactions  with  the   Companies,
          whether  under  the  Agreement or otherwise,  and  also
          agrees  that this indemnification shall not be impaired
          by any modification, supplement, extension or amendment
          of  any  contract or agreement to which  GBCC  and  the
          Companies may hereafter agree, or by any agreements  or
          arrangements whatever with the Company or anyone  else.
          THE  FOREGOING INDEMNIFICATION SHALL APPLY  WHETHER  OR
          NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY
          EXTENT  OWED, IN WHOLE OR IN PART, UNDER ANY  CLAIM  OR
          THEORY OF STRICT LIABILITY, OR ARE CAUSED, IN WHOLE  OR
          IN  PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY  KIND
          BY  GBCC, provided only that GBCC shall not be entitled
          under this section to receive indemnification for  that
          portion,   if  any,  of  any  liabilities   and   costs
          proximately   caused  by  its  own   individual   gross
          negligence or willful misconduct.


          6.    Consent to Modifications.  Each Guarantor  hereby
          authorizes  GBCC, without notice or demand and  without
          affecting  its liability hereunder, from time  to  time
          to:  (a) renew, compromise, forbear, extend, accelerate
          or  otherwise change the time for payment or the  terms
          of  any  of  the  Obligations,  or  any  part  thereof,
          including, without limitation, increasing or decreasing
          the   rate  of  interest  thereof  or  the  amount   of
          indebtedness  thereunder; (b) take and  hold  security,
          guaranties,  or  other assurances of  payment  for  the
          payment  of  the  Obligations  guaranteed  hereby,  and
          exchange, enforce, waive and release any such security;
          (c)  apply such security and direct the order or manner
          of   sale  thereof  as  GBCC  in  its  discretion   may
          determine;  (d) release or substitute any one  or  more
          endorsers  or  guarantors of all or  any  part  of  the
          Obligations;  and  (e)  assign,  without  notice,  this
          Guaranty  in  whole  or  in  part  and  GBCC's   rights
          hereunder to anyone at any time.

          Each  Guarantor agrees that GBCC may do any or  all  of
          the  foregoing in such manner, upon such terms, and  at
          such times as GBCC, in its discretion, deems advisable,
          without,  in any way or respect, impairing,  effecting,
          reducing   or   releasing  any   Guarantor   from   its
          undertakings  hereunder,  and  each  Guarantor   hereby
          consents to each and all of the foregoing acts,  events
          and occurrences.


          7.    No  Duty  to  Pursue Others.   It  shall  not  be
          necessary  for  GBCC (and each Guarantor hereby  waives
          any  rights  which such Guarantor may have  to  require
          GBCC),  in  order  to  enforce  such  payment  to   any
          Guarantor,  first to (i) institute suit or exhaust  its
          remedies against the Companies or others liable on  the
          Obligations  or  any other person, (ii) enforce  GBCC's
          rights against any security which shall ever have  been
          given  to secure the Obligations, (iii) enforce  GBCC's
          rights  against any Guarantors or any other  guarantors
          of  the  Obligations, (iv) join the  Companies  or  any
          others  liable on the Obligations in any action seeking
          to  enforce  this  Guaranty, (v) exhaust  any  remedies
          available to GBCC against any security which shall ever
          have  been  given  to secure the Obligations,  or  (vi)
          resort  to any other means of obtaining payment of  the
          Obligations.   GBCC shall not be required  to  mitigate
          damages or take any other action to reduce, collect  or
          enforce the Obligations.


          8.    Waiver of Notices, etc.  Each Guarantor agrees to
          the  provisions  of  the Agreement, and  hereby  waives
          notice of (i) any loans or advances made by GBCC to the
          Companies, (ii) acceptance of this Guaranty, (iii)  any
          amendment or extension of the Agreement or of any other
          Obligations,  (iv) the execution and  delivery  by  the
          Companies  and  GBCC  of  any  other  loan  or   credit
          agreement  or of the Companies' execution and  delivery
          of   any   promissory  notes  or  other  documents   in
          connection therewith, (v) the occurrence of any  breach
          by the Companies or Event of Default (as defined in the
          Agreement  and  collateral  documents  thereto),   (vi)
          GBCC's  transfer or disposition of the Obligations,  or
          any part thereof, (vii) sale or foreclosure (or posting
          or   advertising  for  sale  or  foreclosure)  of   any
          collateral  for the Obligations, (viii) protest,  proof
          of non-payment or default by the Companies, or (ix) any
          other action at any time taken or omitted by GBCC, and,
          generally,  all demands and notices of  every  kind  in
          connection  with  this  Guaranty,  the  Agreement,  any
          documents   or  agreements  evidencing,   securing   or
          relating  to any of the Obligations and the obligations
          hereby guaranteed.


          9.    Continuation of Guaranty.  Each Guarantor  hereby
          consents  and  agrees  to each of  the  following,  and
          agrees  that  each Guarantor's obligations  under  this
          Guaranty  shall not be released, diminished,  impaired,
          reduced  or adversely affected by any of the following,
          and  waives  any  common law, equitable,  statutory  or
          other  rights (including without limitation  rights  to
          notice) which each Guarantor might otherwise have as  a
          result of or in connection with any of the following:

          1.    the invalidity, illegality or unenforceability of
          all or any part of the Obligations, or any document  or
          agreement  executed in connection with the Obligations,
          for any reason whatsoever, including without limitation
          the fact that (i) the Obligations, or any part thereof,
          exceeds  the amount permitted by law, (ii) the  act  of
          creating  the Obligations or any part thereof is  ultra
          vires,  (iii) the officers or representatives executing
          the  Agreement or other documents or otherwise creating
          the  Obligations  acted in excess of  their  authority,
          (iv)  the  Obligations violates applicable usury  laws,
          (v)  either  Company  has  valid  defenses,  claims  or
          offsets  (whether  at law, in equity or  by  agreement)
          which   render  the  Obligations  wholly  or  partially
          uncollectible  from either Company, (vi) the  creation,
          performance  or  repayment of the Obligations  (or  the
          execution, delivery and performance of any document  or
          instrument  representing part  of  the  Obligations  or
          executed  in connection with the Obligations, or  given
          to secure the repayment of the Obligations) is illegal,
          uncollectible or unenforceable, or (vii) the  Agreement
          or  other  documents or instruments pertaining  to  the
          Obligations have been forged or otherwise are irregular
          or not genuine or authentic;

          2.    any  release, surrender, exchange, subordination,
          deterioration,  waste,  loss or  impairment  (including
          without limitation negligent, willful, unreasonable  or
          unjustifiable  impairment) of any collateral,  property
          or  security, at any time existing in connection  with,
          or  assuring or securing payment of, all or any part of
          the Obligations;

          3.   the failure of GBCC or any other party to exercise
          diligence  or  reasonable  care  in  the  preservation,
          protection,  enforcement, sale  or  other  handling  or
          treatment  of  all  or  any part  of  such  collateral,
          property or security;

          4.    the  fact that any collateral, security, security
          interest or lien contemplated or intended to be  given,
          created or granted as security for the repayment of the
          Obligations shall not be properly perfected or created,
          or  shall  prove to be unenforceable or subordinate  to
          any   other  security  interest  or  lien,   it   being
          recognized  and  agreed  by each  Guarantor  that  such
          Guarantor  is  not  entering  into  this  Guaranty   in
          reliance  on,  or in contemplation of the benefits  of,
          the  validity, enforceability, collectibility or  value
          of any of the collateral for the Obligations;

          5.     (i)  the  insolvency,  bankruptcy,  arrangement,
          adjustment,   composition,   liquidation,   disability,
          dissolution or lack of power of either Company  or  any
          other  party at any time liable for the payment of  all
          or  part  of  the Obligations; (ii) any dissolution  of
          either  Company, or any sale, lease or transfer of  any
          or   all  of  the  assets  of  either  Company  or  any
          Guarantor, or any change in the shareholders,  partners
          or   members   of   either  Company,   or   (iii)   any
          reorganization,  merger  or  consolidation  of   either
          Company into or with any other corporation or entity;

          6.    any payment by either Company to GBCC is held  to
          constitute a preference under bankruptcy laws,  or  for
          any  reason GBCC is required to refund such payment  or
          pay such amount to either Company or someone else; or

          7.   any other action taken or omitted to be taken with
          respect  to  the  Agreement, the  Obligations,  or  the
          security and collateral therefore, whether or not  such
          action   or   omission  prejudices  any  Guarantor   or
          increases  the  likelihood that any Guarantor  will  be
          required  to pay the Obligations pursuant to the  terms
          hereof; it is the unambiguous and unequivocal intention
          of   each  Guarantor  that  each  Guarantor  shall   be
          obligated   to   pay   the   Obligations   when    due,
          notwithstanding  any  occurrence, circumstance,  event,
          action or omission whatsoever, whether contemplated  or
          uncontemplated,  and  whether  or  not   otherwise   or
          particularly described herein, except for the full  and
          final payment and satisfaction of the Obligations.


          10.   Waiver of Defenses.  Each Guarantor hereby waives
          any   right  to  assert  against  GBCC  as  a  defense,
          counterclaim,  set-off  or  cross-claim,  any   defense
          (legal   or   equitable),  set-off,   counterclaim   or
          cross-claim  which any Guarantor may now  or  any  time
          hereafter  have  against the Companies  and  any  other
          party  liable  to  GBCC in any  way  or  manner.   Each
          Guarantor hereby waives all defenses, counterclaims and
          off-sets  of  any kind or nature, arising  directly  or
          indirectly   from  the  present  or  future   lack   of
          perfection, sufficiency, validity or enforceability  of
          the  Agreement  or any security interest thereunder  or
          any Transaction Document (as defined in the Agreement).

          Each  Guarantor  hereby waives any defense  arising  by
          reason  of any claim or defense based upon an  election
          of  remedies  by  GBCC, which, in any  manner  impairs,
          affects,  reduces, releases, destroys  or  extinguishes
          any  Guarantor's subrogation rights, rights to  proceed
          against either Company for reimbursement, or any  other
          rights   of  any  Guarantor  to  proceed  against   the
          Companies  or against any other rights of any Guarantor
          or   against  any  other  person  or  security.    Each
          Guarantor   waives   all  presentments,   demands   for
          performance,  notices  of  non-performance,   protests,
          notices  of  protests, notices of dishonor, notices  of
          default,  notice  of acceptance of this  Guaranty,  and
          notices of the existence, creating or incurring of  new
          or  additional indebtedness, and all other  notices  or
          formalities to which Guarantor may be entitled.

          As  a  condition  to  payment  or  performance  by  any
          Guarantor  under  this  Guaranty,  GBCC  shall  not  be
          required to, and each Guarantor hereby waives  any  and
          all  rights  to require GBCC to prosecute  or  seek  to
          enforce any remedies against the Companies or any other
          party  liable to GBCC on account of the Obligations  or
          to  require  GBCC to seek to enforce or resort  to  any
          remedies with respect to any security interests,  liens
          or  encumbrances granted to GBCC by the Company or  any
          other party on account of the Obligations.

          All  monies or other property of any Guarantor  at  any
          time  in  GBCC's  possession may be  held  by  GBCC  as
          security  for any and all obligations of any  Guarantor
          to  GBCC  no matter now existing or hereafter  arising,
          whether  absolute  or contingent,  whether  due  or  to
          become   due,  and  whether  under  this  Guaranty   or
          otherwise, each Guarantor also agrees that GBCC's books
          and  records showing the account between GBCC  and  the
          Companies   shall  be  admissible  in  any  action   or
          proceeding and shall be binding upon each Guarantor for
          the purpose of establishing the terms set forth therein
          and shall constitute prima facie proof thereof.


          11.   No  Subrogation.  Insofar as each  Guarantor  and
          Companies are concerned, any payment hereunder  by  any
          Guarantor shall be deemed a contribution to the capital
          of Companies, and each Guarantor shall have no right of
          subrogation  with  respect  hereto  (including  without
          limitation any right of subrogation under 34.04 of  the
          Texas  Business  and  Commerce Code).   Each  Guarantor
          hereby  waives  any  rights to enforce  any  rights  of
          subrogation,        contribution,        reimbursement,
          indemnification, exoneration and any other remedy which
          any  Guarantor may have against either Company  or  any
          other  person  with  respect  to  this  Guaranty,   the
          Obligations, or applicable law.  Each Guarantor  hereby
          irrevocably agrees, to the fullest extent permitted  by
          law, that it will not exercise (and herein waives)  any
          rights against either Company or any other person which
          it  may  acquire  by way of subrogation,  contribution,
          reimbursement, indemnification or exoneration under  or
          with  respect  to  this Guaranty,  the  Obligations  or
          applicable  law,  by  any  payment  made  hereunder  or
          otherwise.   If  the foregoing waivers are  adjudicated
          unenforceable  by  a  court of competent  jurisdiction,
          then  each  Guarantor  agrees  that  no  liability   or
          obligation  of  either  Company that  shall  accrue  by
          virtue  of  any  right  to  subrogation,  contribution,
          indemnity, reimbursement or exoneration shall be  paid,
          nor  shall  any such liability or obligation be  deemed
          owed, until all of the Obligations shall have been paid
          in full.


          12.  Subordination.  Each Guarantor hereby subordinates
          any and all indebtedness of the Companies or either  of
          them  to  each Guarantor to the full and prompt payment
          and  performance  of  all  of  the  Obligations.   Each
          Guarantor agrees that GBCC shall be entitled to receive
          payment  of  all  Obligations prior to any  Guarantor's
          receipt of payment of any amount of any indebtedness of
          the  Companies to any Guarantor.  Any payments on  such
          indebtedness  to  any Guarantor, if GBCC  so  requests,
          shall  be  collected,  enforced and  received  by  each
          Guarantor, in trust, as trustee for GBCC and  shall  be
          paid  over  to GBCC on account of the Obligations,  but
          without  reducing  or  affecting  in  any  manner   the
          liability  of any Guarantor under the other  provisions
          of  this  Guaranty.  GBCC is authorized and  empowered,
          but  not obligated, in its discretion, (a) in the  name
          of  each  Guarantor,  to collect and  enforce,  and  to
          submit  claims in respect of, any indebtedness  of  the
          Companies  to  any Guarantor and to apply  any  amounts
          received thereon to the Obligations, and (b) to require
          each  Guarantor  (i)  to collect and  enforce,  and  to
          submit  claims  in  respect  of,  any  indebtedness  of
          Companies to each Guarantor and (ii) to pay any amounts
          received  on  such indebtedness to GBCC for application
          to the Obligations.


          13.    Financial   Condition  of  the  Company.    Each
          Guarantor   is  presently  informed  of  the  financial
          condition   of   the  Companies  and   of   all   other
          circumstances which a diligent inquiry would reveal and
          which   bear  upon  the  risk  of  nonpayment  of   the
          Obligations.  Each Guarantor hereby covenants  that  it
          will continue to keep itself informed of the Companies'
          financial  condition  and  of all  other  circumstances
          which bear upon the risk of nonpayment.  Each Guarantor
          hereby  waives  its right, if any, to require  GBCC  to
          disclose to each Guarantor, and GBCC is relieved of any
          obligation  or duty to disclose to each Guarantor,  any
          information  which  GBCC may now or  hereafter  acquire
          concerning such condition or circumstances.


          14.   Termination.   Each Guarantor's obligation  under
          this  Guaranty shall continue in full force and  effect
          until   the  Companies'  Obligations  are  fully  paid,
          performed  and discharged and GBCC gives each Guarantor
          written   notice   of   that  fact.    The   Companies'
          Obligations   shall  not  be  considered  fully   paid,
          performed and discharged unless and until all  payments
          by  the Companies to GBCC are no longer subject to  any
          right  on  the part of any person whomsoever, including
          but not limited to, either Company, either Company as a
          debtor-in-possession,  or any trustee  or  receiver  in
          bankruptcy,  to  set  aside such payments  or  seek  to
          recoup  the  amount  of  such  payments,  or  any  part
          thereof.   The  foregoing  shall  include,  by  way  of
          example  and  not by way of limitation, all  rights  to
          recover  preferences voidable under  Title  11  of  the
          United  States  Code.   In  the  event  that  any  such
          payments by either Company to GBCC are set aside  after
          the  making  thereof, in whole or in part,  or  settled
          without  litigation, to the extent of such  settlement,
          all   of  which  is  within  GBCC's  discretion,   each
          Guarantor shall be liable for the full amount  GBCC  is
          required to repay plus costs, interest, attorneys' fees
          and any and all expenses which GBCC paid or incurred in
          connection therewith.


          15.   Successors and Assigns.  This Guaranty  shall  be
          binding    upon    the    heirs,    executors,    legal
          representatives,  successors  and   assigns   of   each
          Guarantor  and  shall inure to the  benefit  of  GBCC's
          successors  and  assigns, provided that this  provision
          shall  not  be  construed to permit  any  Guarantor  to
          assign  this  Guaranty or any obligations hereunder  to
          any person or entity.  The death of any Guarantor shall
          not terminate this Guaranty.


          16.   Modifications.  This Guaranty cannot be  modified
          orally.   No  modification of this  Guaranty  shall  be
          effective  for any purpose unless it is in writing  and
          executed  by an officer of GBCC authorized  to  do  so.
          All  prior  agreements, understandings, representations
          and   negotiations,  if  any,  are  merged  into   this
          Guaranty.


          17.   Attorneys'  Fees.   Each  Guarantor  jointly  and
          severally agrees to pay all reasonable attorneys' fees,
          post-judgment   interest  and  all  other   costs   and
          out-of-pocket expenses which may be incurred by GBCC in
          the  enforcement of this Guaranty or in any way arising
          out  of, following, or consequential to the enforcement
          of  either  Company's Obligations, whether  under  this
          Guaranty, the Agreement, or otherwise.


          18.   Limitation on Interest.  GBCC and each  Guarantor
          intend to contract in strict compliance with applicable
          usury  law  from  time  to  time  in  effect,  and  the
          provisions  of the Agreement limiting the interest  for
          which   each  Guarantor  is  obligated  are   expressly
          incorporated herein by reference.


          19.    GOVERNING   LAW.   ALL  ACTS  AND   TRANSACTIONS
          HEREUNDER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
          HERETO SHALL BE GOVERNED, CONSTRUED AND INTERPRETED  IN
          ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT
          REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF
          LAW.  EACH GUARANTOR HEREBY IRREVOCABLY SUBMITS TO  THE
          EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL  COURTS
          LOCATED  IN  DALLAS  COUNTY,  TEXAS,  AND  AGREES   AND
          CONSENTS THAT SERVICE OF PROCESS MAY BE MADE UPON  EACH
          GUARANTOR  IN  ANY  LEGAL PROCEEDING RELATING  TO  THIS
          GUARANTY OR ANY OTHER RELATIONSHIP BETWEEN GBCC AND ANY
          GUARANTOR  BY ANY MEANS ALLOWED UNDER STATE OR  FEDERAL
          LAW.  ANY LEGAL PROCEEDING ARISING OUT OF OR IN ANY WAY
          RELATED  TO  THIS  GUARANTY OR ANY  OTHER  RELATIONSHIP
          BETWEEN  GBCC  AND ANY GUARANTOR SHALL BE  BROUGHT  AND
          LITIGATED  EXCLUSIVELY  IN ANY  ONE  OF  THE  STATE  OR
          FEDERAL COURTS LOCATED IN DALLAS COUNTY, TEXAS,  HAVING
          JURISDICTION.  EACH GUARANTOR HEREBY WAIVES AND  AGREES
          NOT  TO  ASSERT,  BY WAY OF MOTION,  AS  A  DEFENSE  OR
          OTHERWISE,  THAT ANY SUCH PROCEEDING IS BROUGHT  IN  AN
          INCONVENIENT  FORUM  OR  THAT  THE  VENUE  THEREOF   IS
          IMPROPER.


          20.  Section Numbers and Headings.  Section numbers and
          section   titles  have  been  set  forth   herein   for
          convenience only; they shall not be construed to  limit
          or extend the meaning of any part of this Guaranty.


          21.   Benefit.   Each Guarantor will  directly  benefit
          from  GBCC's  making loans to the Companies,  and  such
          benefit  has  a  value  reasonably  equivalent  to  the
          obligations  and liabilities incurred  hereunder.   The
          Board  of  Directors of each Guarantor, acting pursuant
          to  a duly called and constituted meeting, after proper
          notice,  or pursuant to a valid unanimous consent,  has
          determined  that this Guaranty directly  or  indirectly
          benefits each Guarantor and is in the interests of each
          Guarantor.


          22.  Legality.  The execution, delivery and performance
          by each Guarantor of this Guaranty and the consummation
          of  the  transactions contemplated hereunder  (i)  have
          been  duly  authorized by all necessary  corporate  and
          stockholder action of each Guarantor, and (ii) do  not,
          and  will  not,  contravene or conflict with  any  law,
          statute or regulation whatsoever to which any Guarantor
          is  subject or constitute a default (or an event  which
          with notice or lapse of time or both would constitute a
          default)  under,  or  result  in  the  breach  of,  any
          indenture,  mortgage, deed of trust, charge,  lien,  or
          any  contract, agreement or other instrument  to  which
          any Guarantor is a party or which may be applicable  to
          any  Guarantor  or any of its assets,  or  violate  any
          provisions of its Certificate of Incorporation,  Bylaws
          or  any other organizational document of any Guarantor;
          this Guaranty is a legal and binding obligation of each
          Guarantor  and  is enforceable in accordance  with  its
          terms,  except as limited by bankruptcy, insolvency  or
          other  laws  of  general application  relating  to  the
          enforcement of creditors' rights.


          23.   Organization and Good Standing.   Each  Guarantor
          (i)  is,  and  will continue to be, a corporation  duly
          organized  and validly existing in good standing  under
          the  laws of the state of its organization as reflected
          in  its  signature block below, and (ii) possesses  all
          requisite  authority,  power,  licenses,  permits   and
          franchises necessary to own its assets, to conduct  its
          business and to execute and deliver and comply with the
          terms of this Guaranty.


          24.   Guarantor's Financial Condition.  As of the  date
          hereof,  and  after giving effect to this Guaranty  and
          the   contingent  obligation  evidenced  hereby,   each
          Guarantor  is, and will be, solvent, and has  and  will
          have   assets   which,   fairly  valued,   exceed   its
          obligations,  liabilities and debts, and has  and  will
          have   property  and  assets  in  the  State  of  Texas
          sufficient  to  satisfy and repay its  obligations  and
          liabilities.

          This  Agreement represents the final agreement  between
          the parties and may not be contradicted by evidence  of
          prior,  contemporaneous, or subsequent oral  agreements
          of the parties.  There are no unwritten oral agreements
          between the parties.

     EXECUTED AND AGREED as of May __, 2000:

"GUARANTORS": FORMOVIES.COM,
a _______________ corporation



By:
   Name:
   Title:

Guarantor Address:




Guarantor Telephone Number:

Guarantor Tax ID Number:


LRC, INC.,
a ________________ corporation



By:
   Name:
   Title:

Guarantor Address:




Guarantor Telephone Number:

Guarantor Tax ID Number:


MORTCO, INC.,
a ________________ corporation



By:
   Name:
   Title:

Guarantor Address:




Guarantor Telephone Number:

Guarantor Tax ID Number:


PDF, INC.,
a ____________________ corporation



By:
   Name:
   Title:

Guarantor Address:




Guarantor Telephone Number:

Guarantor Tax ID Number:


STREAMLINED SOLUTIONS, INC.,
a _______________ corporation



By:
   Name:
   Title:

Guarantor Address:




Guarantor Telephone Number:

Guarantor Tax ID Number:


TRANSITION SPORTS, INC.,
a ___________________ corporation



By:
   Name:
   Title:

Guarantor Address:




Guarantor Telephone Number:

Guarantor Tax ID Number:




DAL 3284768.5
112:21676-23