Ex - 10.12

                               COMMERCIAL GUARANTY

<TABLE>
<CAPTION>
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Principal    Loan Date    Maturity    Loan No    Call/Coll    Account    Officer     Initials
<S>          <C>          <C>         <C>        <C>          <C>        <C>         <C>
                                                        98     128218       601
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</TABLE>

  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.
Any item above containing "***" has been omitted due to text length limitations.
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<TABLE>
<S>                                                  <C>
Borrower:  SHEER VISION, INC.                        Lender: Vineyard Bank
           4030 Palos Verdes Drive North, Suite 104          Diamond Bar
           Rolling Hills, CA 90274                           1200 S. Diamond Bar Boulevard
                                                             Diamond Bar, CA 91765

Guarantor: Suzanne Lewsadder
           4276 Admirable Drive
           Rancho Palos Verdes, CA 90275
</TABLE>

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

AMOUNT OF GUARANTY. The amount of this Guaranty is Unlimited.

CONTINUING UNLIMITED GUARANTY. For good and valuable consideration, Suzanne
Lewsadder ("Guarantor") absolutely and unconditionally guarantees and promises
to pay to Vineyard Bank ("Lender") or its order, on demand, in legal tender of
the United States of America, the Indebtedness (as that term is defined below)
of SHEER VISION, INC. ("Borrower") to Lender on the terms and conditions set
forth in this Guaranty. Under this Guaranty, the liability of Guarantor is
unlimited and the obligations of Guarantor are continuing.

INDEBTEDNESS GUARANTEED. The Indebtedness guaranteed by this Guaranty includes
any and all of Borrower's indebtedness to Lender and is used in the most
comprehensive sense and means and includes any and all of Borrower's
liabilities, obligations and debts to Lender, now existing or hereinafter
incurred or created, including, without limitation, all loans, advances,
interest, costs, debts, overdraft indebtedness, credit card indebtedness, lease
obligations, other obligations, and liabilities of Borrower, or any of them, and
any present or future judgments against Borrower, or any of them; and whether
any such Indebtedness is voluntarily or involuntarily incurred, due or not due,
absolute or contingent, liquidated or unliquidated, determined or undetermined;
whether Borrower may be liable individually or jointly with others, or primarily
or secondarily, or as guarantor or surety; whether recovery on the Indebtedness
may be or may become barred or unenforceable against Borrower for any reason
whatsoever; and whether the indebtedness arises from transactions which may be
voidable on account of infancy, insanity, ultra vires, or otherwise.

DURATION OF GUARANTY. This Guaranty will take effect when received by Lender
without the necessity of any acceptance by Lender, or any notice to Guarantor or
to Borrower, and will continue in full force until all Indebtedness incurred or
contracted before receipt by Lender of any notice of revocation shall have been
fully and finally paid and satisfied and all of Guarantor's other obligations
under this Guaranty shall have been performed in full. If Guarantor elects to
revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written
notice of revocation must be mailed to Lender, by certified mail, at Lender's
address listed above or such other place as Lender may designate in writing.
Written revocation of this Guaranty will apply only to advances or new
indebtedness created after actual receipt by Lender of Guarantor's written
revocation. For this purpose and without limitation, the term "new Indebtedness"
does not include Indebtedness which at the time of notice of revocation is
contingent, unliquidated, undetermined or not due and which later becomes
absolute, liquidated, determined or due. This Guaranty will continue to bind
Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior
to receipt of Guarantor's written notice of revocation, including any
extensions, renewals, substitutions or modifications of the Indebtedness. All
renewals, extensions, substitutions, and modifications of the Indebtedness
granted after Guarantor's revocation, are contemplated under this Guaranty and,
specifically will not be considered to be new Indebtedness. This Guaranty shall
bind Guarantor's estate as to Indebtedness created both before and after
Guarantor's death or incapacity, regardless of Lender's actual notice of
Guarantor's death. Subject to the foregoing, Guarantor's executor or
administrator or other legal representative may terminate this Guaranty in the
same manner in which Guarantor might have terminated it and with the same
effect. Release of any other guarantor or termination of any other guaranty of
the Indebtedness shall not affect the liability of Guarantor under this
Guaranty. A revocation Lender receives from any one or more Guarantors shall not
affect the liability of any remaining Guarantors under this Guaranty.
Guarantor's obligations under this Guaranty shall be in addition to any of
Guarantor's obligations, or any of them, under any other guaranties of
Borrower's Indebtedness or any other person heretofore or hereafter given to
Lender unless such other guaranties are modified or revoked in writing; and this
Guarantor shall not, unless provided in this Guaranty, affect, invalidate, or
supersede any such other guaranty. It is anticipated that fluctuations may occur
in the aggregate amount of Indebtedness covered by this Guaranty, and Guarantor
specifically acknowledges and agrees that reductions in the amount of
Indebtedness, even to zero dollars ($0.00), prior to Guarantor's written
revocation of this Guaranty shall not constitute a termination of this Guaranty.
This Guaranty is binding upon Guarantor and Guarantor's heirs, successors and
assigns so long as any of the guaranteed Indebtedness remains unpaid and even
though the Indebtedness guaranteed may from time to time be zero dollars
($0.00).

OBLIGATIONS OF MARRIED PERSONS. Any married person who signs this Guaranty
hereby expressly agrees that recourse under this Guaranty may be had against
both his or her separate property and community property.

GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before
or after any revocation hereof, without notice or demand and without lessening
Guarantor's liability under this Guaranty, from time to time: (A) prior to
revocation as set forth above, to make one or more additional secured or
unsecured loans to Borrower, to lease equipment or other goods to Borrower, or
otherwise to extend additional credit to Borrower; (B) to alter, compromise,
renew, extend, accelerate, or otherwise change one or more times the time for
payment or other terms of the Indebtedness or any part of the Indebtedness,
including increases and decreases of the rate of interest on the Indebtedness;
extensions may be repeated and may be for longer than the original loan term;
(C) to take and hold security for the payment of this Guaranty or the
Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to
perfect, and release any such security, with or without the substitution of new
collateral; (D) to release, substitute, agree not to sue, or deal with any one
or more of Borrower's sureties, endorsers, or other guarantors on any terms or
in any manner Lender may choose; (E) to determine how, when and what application
of payments and credits shall be made on the Indebtedness; (F) to apply such
security and direct the order or manner of sale thereof, including without
limitation, any nonjudicial sale permitted by the terms of the controlling
security agreement or deed of trust, as Lender in its discretion may determine;
(G) to sell, transfer, assign or grant participations in all or any part of the
Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part.

GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to
Lender that (A) no representations or agreements of any kind have been made to
Guarantor which would limit or qualify in any way the terms of this Guaranty;
(B) this Guaranty is executed at Borrower's request and not at the request of
Lender; (C) Guarantor has full power, right and authority to enter into this
Guaranty; (D) the provisions of this Guaranty do not conflict with or result in
a default under any agreement or other instrument binding upon Guarantor and do
not result in a _ of any law, regulation, court decree or order applicable to
Guarantor; (E) Guarantor has not and will not, without the prior written consent
of _, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose
of all or substantially all of Guarantor's assets, or any interest therein; (F)
upon Lender's request, Guarantor will provide to Lender financial and credit
information in form acceptable to Lender, and all such financial information
which currently has been, and all future financial information which will be
provided to Lender is and will be true and correct in all material respects and
fairly present Guarantor's financial condition as of the dates the financial
information is provided; (G) no material adverse change has occurred in
Guarantor's financial condition since the date of the most recent financial
statements provided to Lender and no event has occurred which may materially
adversely affect Guarantor's financial condition; (H) no litigation, claim,
investigation, administrative proceeding of similar action

<PAGE>

                              COMMERCIAL GUARANTY
Loan No: 0412821880                (Continued)                            Page 2
================================================================================

(including those for unpaid taxes) against Guarantor is pending or threatened;
(I) Lender has made no representation to Guarantor as to the creditworthiness of
Borrower; and (J) Guarantor has established adequate means of obtaining from
Borrower on a continuing basis information regarding Borrower's financial
condition. Guarantor agrees to keep adequately informed from such means of any
facts, events, or circumstances which might in any way affect Guarantor's risks
under this Guaranty, and Guarantor further agrees that, absent a request for
information, Lender shall have no obligation to disclose to Guarantor any
information or documents acquired by Lender in the course of its relationship
with Borrower.

GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with the
following:

      ADDITIONAL REQUIREMENTS. Guarantors' annual, signed and dated financial
      statement to be submitted within ninety (90) days of each year end.

      Guarantors' annual tax returns, including all K-1 schedules to be
      submitted no later than thirty (30) days after filing, or in the case of
      extensions (copies also to be provided), no later than six (6) months
      after first filing due date.

All financial reports required to be provided under this Guaranty shall be
prepared in accordance with GAAP, applied on a consistent basis, and certified
by Guarantor as being true and correct.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives
any right to require Lender to (A) make any presentment, protest, demand, or
notice of any kind, including notice of change of any terms of repayment of the
Indebtedness, default by Borrower or any other guarantor or surety, any action
or nonaction taken by Borrower, Lender, or any other guarantor or surety of
Borrower, or the creation of new or additional Indebtedness; (B) proceed against
any person, including Borrower, before proceeding against Guarantor; (C) proceed
against any collateral for the Indebtedness, including Borrower's collateral,
before proceeding against Guarantor; (D) apply any payments or proceeds received
against the Indebtedness in any order; (E) give notice of the terms, time, and
place of any sale of the collateral pursuant to the Uniform Commercial Code or
any other law governing such sale; (F) disclose any information about the
Indebtedness, the Borrower, the collateral, or any other guarantor or surety, or
about any action or nonaction of Lender; or (G) pursue any remedy or course of
action in Lender's power whatsoever.

Guarantor also waives any and all rights or defenses arising by reason of (H)
any disability or other defense of Borrower, any other guarantor or surety or
any other person; (I) the cessation from any cause whatsoever, other than
payment in full, of the Indebtedness; (J) the application of proceeds of the
Indebtedness by Borrower for purposes other than the purposes understood and
intended by Guarantor and Lender; (K) any act of omission or commission by
Lender which directly or indirectly results in or contributes to the discharge
of Borrower or any other guarantor or surety, or the Indebtedness, or the loss
or release of any collateral by operation of law or otherwise; (L) any statute
of limitations in any action under this Guaranty or on the Indebtedness; or (M)
any modification or change in terms of the Indebtedness, whatsoever, including
without limitation, the renewal, extension, acceleration, or other change in the
time payment of the Indebtedness is due and any change in the interest rate, and
including any such modification or change in terms after revocation of this
Guaranty on Indebtedness incurred prior to such revocation.

Guarantor waives all rights and any defenses arising out of an election of
remedies by Lender even though that the election of remedies, such as a
non-judicial foreclosure with respect to security for a guaranteed obligation,
has destroyed Guarantor's rights of subrogation and reimbursement against
Borrower by operation of Section 580d of the California Code of Civil Procedure
or otherwise.

Guarantor waives all rights and defenses that Guarantor may have because
Borrower's obligation is secured by real property. This means among other
things: (1) Lender may collect from Guarantor without first foreclosing on any
real or personal property collateral pledged by Borrower. (2) If Lender
forecloses on any real property collateral pledged by Borrower: (a) the amount
of Borrower's obligation may be reduced only by the price for which the
collateral is sold at the foreclosure sale, even if the collateral is worth more
than the sale price. (b) Lender may collect from Guarantor even if Lender, by
forclosing on the real property collateral, has destroyed any right Guarantor
may have to collect from Borrower. This is an unconditional and irrevocable
waiver of any rights and defenses Guarantor may have because Borrower's
obligation is secured by real property. These rights and defenses include, but
are not limited to, any rights and defenses based upon Section 580a, 580b, 580d,
or 726 of the Code of Civil Procedure.

Guarantor understands and agrees that the foregoing waivers are unconditional
and irrevocable waivers of substantive rights and defenses to which Guarantor
might otherwise be entitled under state and federal law. Guarantor acknowledges
that Guarantor has provided these waivers of rights and defenses with the
intention that they be fully relied upon by Lender. Guarantor further
understands and agrees that this Guaranty is a separate and independent contract
between Guarantor and Lender, given for full and ample consideration, and is
enforceable on its own terms. Until all Indebtedness is paid in full, Guarantor
waives any right to enforce any remedy Guarantor may have against the Borrower
or any other guarantor, surety, or other person, and further, Guarantor waives
any right to participate in any collateral for the Indebtedness now or hereafter
held by Lender.

In addition to the waivers set forth herein, if now or hereafter Borrower is or
shall become insolvent and the Indebtedness shall not at all times until paid be
fully secured by collateral pledged by Borrower, Guarantor hereby forever waives
and gives up in favor of Lender and Borrower, and Lender's and Borrower's
respective successors, any claim or right to payment Guarantor may now have or
hereafter have or acquire against Borrower, by subrogation or otherwise, so that
at no time shall Guarantor be or become a "creditor" of Borrower within the
meaning of 11 U.S.C. Section 547(b), or any successor provision of the Federal
bankruptcy laws.

GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees
that each of the waivers set forth above is made with Guarantor's full knowledge
of its significance and consequences and that, under the circumstances, the
waivers are reasonable and not contrary to public policy or law. If any such
waiver is determined to be contrary to any applicable law or public policy, such
waiver shall be effective only to the extent permitted by law or public policy.

SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the
Indebtedness of Borrower to Lender, whether now existing or hereafter created,
shall be superior to any claim that Guarantor may now have or hereafter acquire
against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby
expressly subordinates any claim Guarantor may have against Borrower, upon any
account whatsoever, to any claim that Lender may now or hereafter have against
Borrower. In the event of insolvency and consequent liquidation of the assets of
Borrower, through bankruptcy, by an assignment for the benefit of creditors, by
voluntary liquidation, or otherwise, the assets of Borrower applicable to the
payment of the claims of both Lender and Guarantor shall be paid to Lender and
shall be first applied by Lender to the Indebtedness of Borrower to Lender.
Guarantor does hereby assign to Lender all claims which it may have or acquire
against Borrower or against any assignee or trustee in bankruptcy of Borrower;
provided however, that such assignment shall be effective only for the purpose
of assuring to Lender full payment in legal tender of the Indebtedness. If
Lender so requests, any notes or credit agreements now or hereafter evidencing
any debts or obligations of Borrower to Guarantor shall be marked with a legend
that the same are subject to this Guaranty and shall be delivered to Lender.
Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor,
from time to time to file financing statements and continuation statements and
to execute documents and to take such other actions as Lender deems necessary or
appropriate to perfect, preserve and enforce its rights under this Guaranty.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of
this Guaranty:

      AMENDMENTS. This Guaranty, together with any Related Documents,
      constitutes the entire understanding and agreement of the parties as to
      the matters set forth in this Guaranty. No alteration of or amendment to
      this Guaranty 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.

      ARBITRATION. Lender and Borrower and Guarantor agree that all disputes,
      claims and controversies between them whether individual, joint, or class
      in nature, arising from this Guaranty or otherwise, including without
      limitation contract and tort disputes, shall be arbitrated pursuant to the
      financial services rules of Endispute, Inc., d/b/a J.A.M.S./ENDISPUTE or
      its successor in effect at the time the claim is

<PAGE>

                              COMMERCIAL GUARANTY
Loan No: 0412821880                (Continued)                            Page 3
================================================================================

      filed, upon request of either party. No act to take or dispose of any
      Collateral shall constitute a waiver of this arbitration agreement or be
      prohibited by this arbitration agreement. This includes, without
      limitation, obtaining injunctive relief or a temporary restraining order;
      invoking a power of sale under any deed of trust or mortgage; obtaining a
      writ of attachment or imposition of a receiver; or exercising any rights
      relating to personal property, including taking or disposing of such
      property with or without judicial process pursuant Article 9 of the
      Uniform Commercial Code. Any disputes, claims, or controversies concerning
      the lawfulness or reasonableness of any act, or exercise of any right,
      concerning any Collateral, including any claim to rescind, reform, or
      otherwise modify any agreement relating to the Collateral, shall also be
      arbitrated, provided however that no arbitrator shall have the right or
      the power to enjoin or restrain any act of any party. Borrower and
      Guarantor and Lender agree that in the event of an action for judicial
      foreclosure pursuant to California Code of Civil Procedure Section 726, or
      any similar provision in any other state, the commencement of such an
      action will not constitute a waiver of the right to arbitrate and the
      court shall refer to arbitration as much of such action, including
      counterclaims, as lawfully may be referred to arbitration. Judgment upon
      any award rendered by any arbitrator may be entered in any court having
      jurisdiction. Nothing in this Guaranty shall preclude any party from
      seeking equitable relief from a court of competent jurisdiction. The
      statute of limitations, estoppel, waiver, laches, and similar doctrines
      which would otherwise be applicable in an action brought by a party shall
      be applicable in any arbitration proceeding, and the commencement of an
      arbitration proceeding shall be deemed the commencement of an action for
      these purposes. The Federal Arbitration Act shall apply to the
      construction, interpretation, and enforcement of this arbitration
      provision.

      ATTORNEYS' FEES; EXPENSES. Guarantor agrees to pay upon demand all of
      Lender's costs and expenses, including Lender's attorneys' fees and
      Lender's legal expenses, incurred in connection with the enforcement of
      this Guaranty. Lender may hire or pay someone else to help enforce this
      Guaranty, and Guarantor shall pay the costs and expenses of such
      enforcement. Costs and expenses include Lender's attorneys' fees and legal
      expenses whether or not there is a lawsuit, including attorneys' fees and
      legal expenses for bankruptcy proceedings (including efforts to modify or
      vacate any automatic stay or injunction), appeals, and any anticipated
      post-judgment collection services. Guarantor also shall pay all court
      costs and such additional fees as may be directed by the court.

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

      GOVERNING LAW. This Guaranty will be governed by federal law applicable to
      Lender and, to the extent not preempted by federal law, the laws of the
      State of California without regard to its conflicts of law provisions.
      This Guaranty has been accepted by Lender in the State of California.

      INTEGRATION. Guarantor further agrees that Guarantor has read and fully
      understands the terms of this Guaranty; Guarantor has had the opportunity
      to be advised by Guarantor's attorney with respect to this Guaranty: the
      Guaranty fully reflects Guarantor's intentions and parol evidence is not
      required to interpret the terms of this Guaranty. Guarantor hereby
      indemnifies and holds Lender harmless from all losses, claims, damages,
      and costs (including Lender's attorneys' fees) suffered or incurred by
      Lender as a result of any breach by Guarantor of the warranties,
      representations and agreements of this paragraph.

      INTERPRETATION. In all cases where there is more than one Borrower or
      Guarantor, then all words used in this Guaranty in the singular shall be
      deemed to have been used in the plural where the context and construction
      so require; and where there is more than one Borrower named in this
      Guaranty or when this Guaranty is executed by more than one Guarantor, the
      words "Borrower" and "Guarantor" respectively shall mean all and any one
      or more of them. The words "Guarantor," "Borrower," and "Lender" include
      the heirs, successors, assigns, and transferees of each of them. If a
      court finds that any provision of this Guaranty is not valid or should not
      be enforced, that fact by itself will not mean that the rest of this
      Guaranty will not be valid or enforced. Therefore, a court will enforce
      the rest of the provisions of this Guaranty even if a provision of this
      Guaranty may be found to be invalid or unenforceable. If any one or more
      of Borrower or Guarantor are corporations, partnerships, limited liability
      companies, or similar entities, it is not necessary for Lender to inquire
      into the powers of Borrower or Guarantor or of the officers, directors,
      partners, managers, or other agents acting or purporting to act on their
      behalf, and any indebtedness made or created in reliance upon the
      professed exercise of such powers shall be guaranteed under this Guaranty.

      NOTICES. Any notice required to be given under this Guaranty shall be
      given in writing, and, except for revocation notices by Guarantor, shall
      be effective when actually delivered, when actually received by
      telefacsimile (unless otherwise required by law), when deposited with a
      nationally recognized overnight courier, or, if mailed, when deposited in
      the United States mail, as first class, certified or registered mail
      postage prepaid, directed to the addresses shown near the beginning of
      this Guaranty. All revocation notices by Guarantor shall be in writing and
      shall be effective upon delivery to Lender as provided in the section of
      this Guaranty entitled "DURATION OF GUARANTY." Any party may change its
      address for notices under this Guaranty by giving formal written notice to
      the other parties, specifying that the purpose of the notice is to change
      the party's address. For notice purposes, Guarantor agrees to keep Lender
      informed at all times of Guarantor's current address. Unless otherwise
      provided or required by law, if there is more than one Guarantor, any
      notice given by Lender to any Guarantor is deemed to be notice given to
      all Guarantors.

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

      SUCCESSORS AND ASSIGNS. Subject to any limitations stated in this Guaranty
      on transfer of Guarantor's interest, this Guaranty shall be binding upon
      and inure to the benefit of the parties, their successors and assigns.

      WAIVE JURY. Lender and Guarantor hereby waive the right to any jury trial
      in any action, proceeding, or counterclaim brought by either Lender or
      Borrower against the other.

DEFINITIONS. The following capitalized words and terms shall have the following
meanings when used in this Guaranty. Unless specifically stated to the contrary,
all references to dollar amounts shall mean amounts in lawful money of the
United States of America. Words and terms used in the singular shall include the
plural, and the plural shall include the singular, as the context may require.
Words and terms not otherwise defined in this Guaranty shall have the meanings
attributed to such terms in the Uniform Commercial Code:

      BORROWER. The word "Borrower" means SHEER VISION, INC. and includes all
      co-signers and co-makers signing the Note.

      GAAP. The word "GAAP" means generally accepted accounting principles.

      GUARANTOR. The word "Guarantor" means each and every person or entity
      signing this Guaranty, including without limitation Suzanne Lewsadder.

      GUARANTY. The word "Guaranty" means the guaranty from Guarantor to Lender,
      including without limitation a guaranty of all or part of the Note.

      INDEBTEDNESS. The word "Indebtedness" means Borrower's indebtedness to
      Lender as more particularly described in this Guaranty.

<PAGE>

                              COMMERCIAL GUARANTY
Loan No: 0412821880                (Continued)                            Page 4
================================================================================

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

      NOTE. The word "Note" means and includes without limitation all of
      Borrower's promissory notes and/or credit agreements evidencing Borrower's
      loan obligations in favor of Lender, together with all renewals of,
      extensions of, modifications of, refinancings of, consolidations of and
      substitutions for promissory notes or credit agreements.

      RELATED DOCUMENTS. The words "Related Documents" mean all promissory
      notes, credit agreements, loan agreements, environmental agreements,
      guaranties, security agreements, mortgages, deeds of trust, security
      deeds, collateral mortgages, and all other instruments, agreements and
      documents, whether now or hereafter existing, executed in connection with
      the Indebtedness.

EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS
GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT
THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS
GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE
MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL
ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY
IS DATED DECEMBER 7, 2005.

GUARANTOR:

  /s/ Suzanne Lewsadder
X ----------------------
  Suzanne Lewsadder

================================================================================
  LASER PRO Lending, Ver. 5.25.30.001 Copr. Harland Financial Solutions, Inc.
   1997, 2005. All Rights Reserved. - CA F:\LPRO\CFI\LPL\E 20.FC TR-4637 PR-26