EXHIBIT E

                                    GUARANTY


         THIS GUARANTY IS PROVIDED AS OF THIS 10 DAY OF January by Thomas
Van Wagoner Guarantor and Merchants Centre LLC Landlord.

                                    GUARANTY

         THIS GUARANTY is entered into on the basis of the following facts,
Understanding and intentions of the parties:


         Signature Marketing Assoc. ("Tenant") has agreed to lease certain space
         from Landlord pursuant to the terms of that certain lease (the "Lease")
         dated January 6, 2000.

         As a condition to its agreement to enter into the Lease, Landlord has
         required that Guarantor execute this Guaranty guaranteeing performance
         by Tenant of all the covenants and obligations of the Lease.

         NOW, THEREFORE, in order to induce the Landlord to enter into the
Lease, Guarantor agrees as follows:

         Guarantor unconditionally guarantees the timely performance of each and
         every covenant and obligation on the part of Tenant to be performed
         pursuant to the terms of the Lease in accordance with the terms of and
         at the times and places therein specified. Said obligations of Tenant
         are hereinafter called the "Lease Obligations".

         1. The obligation of the Guarantor hereunder are independent of Tenant.
         A separate action or actions may be brought against Guarantor hereon
         whether or not action is brought against Tenant or Tenant be joined in
         any such action or actions. Guarantor waives the benefit of any statute
         of limitations affecting its ability hereunder or the enforcement
         thereof.

         2. Guarantor authorizes Landlord, without notice or demand and without
         affecting its liability hereunder, from time to time to: a. amend,
         modify, accelerate or defer the time for performance of the Lease
         Obligations. Any increase or decrease of the rental rate shall be in
         accordance with the terms of the lease. b. take and hold security for
         the performance of the Lease Obligations and exchange, enforce, waive
         or release any such security: and apply such security in whole or in
         part and direct the order or manner of sale thereof as Landlord may
         determine its sole discretion.

         Guarantor waives any defenses that may become available by reason of
         Civil Code sections 2787 to 2855, inclusive, including any right to
         require Landlord to: proceed against tenant; proceed against or exhaust
         any security held from Tenant; or pursue any other remedy in Landlord's
         power whatsoever.

         Guarantor waives any defense arising by reason of any disability or
         other defense of Tenant or by reason of the bankruptcy, insolvency,
         reorganization or other debtor's relief afforded to Tenant pursuant to
         the present or any future provisions of the national bankruptcy Act or
         any other state or federal statute, or by reason of the liability of
         Tenant, other than full performance and discharge of the Lease
         Obligations.

         Until the Lease Obligations have been performed in full, Guarantor
         shall have no right of subrogation and waives any right to enforce any
         remedy which Landlord now has or may hereafter have against tenant and
         waives the benefit of and any right to participate in any security now
         or hereafter held by Landlord from tenant except to the extent such
         security remains after performance in full of the Lease Obligations.

         Guarantor waives all presentments, demands for performance, notices of
         non-performance, protests, notices of protest, notices of dishonor and
         notices of acceptance of this Guaranty and of the existence, creation
         or incurring of all or any part of the Lease Obligations now existing
         or hereafter arising. Guarantor acknowledges that it has access to and
         knowledge of all information relevant to the financial condition of

         Tenant and waives any right to notice of Tenant's condition or the
         condition of the Lease from Landlord except in those instances and with
         respect to those specific matters where such notice is specifically
         requested.

         Guarantor warrants that:

                  All financial reports and statements of Guarantor heretofore
                  furnished to Landlord are correct and accurate and reflect the
                  true financial condition of Guarantor as of date of said
                  reports and statements and there has been no material adverse
                  change since said date or dates. Guarantor has title to all
                  assets referred to in such reports or statements.

                  There are no actions, suits or proceedings pending, or so far
                  as Guarantor is advised, threatened against Guarantor which
                  might result in any material adverse change I the financial
                  condition of Guarantor; and

                  Neither (i) execution or delivery of this Guaranty, nor (ii)
                  compliance with the terms hereof will conflict with or result
                  in the breach of any law of statute or will constitute a
                  breach of default under any law or statute or will constitute
                  a breach or default under any agreement or instrument to which
                  Guarantor may be a party or result in the creation or
                  imposition of any change or lien upon any property or assets
                  of Guarantor.

         Until performance of the Lease Obligations in full:

                  Guarantor shall not permit, cause or suffer the occurrence of
                  any condition, event or act which would conflict with or
                  constitute a break of or a default under, or which with the
                  passage of time or the giving of notice or both would result
                  in a conflict with or breach of or default under any agreement
                  or indenture to which Guarantor is a party, or any law,
                  statute or regulation applicable to Guarantor; and

                  Upon request by Landlord, Guarantor shall promptly advise
                  Landlord in writing of:

                           (1) All actions, suits or proceedings pending or to
                           its knowledge threatened at law or before any
                           federal, state municipal or other court or
                           governmental department, commission, board, bureau,
                           agency or instrumentality, domestic or foreign,
                           involving the possibility of judgements, penalties or
                           liabilities against Guarantor which might in the
                           aggregate exceed $10,000 + legal fees and which are
                           not adequately covered by insurance; and

                           (2) Any material adverse change in the business of
                           financial condition of Guarantor.

                  Landlord may without notice assign this Guaranty or its
                  interest hereunder in whole or in part.

                           This Guaranty shall be enforceable by Landlord in
                           accordance with the laws of the State of California
                           and shall be construed in accordance therewith.
                           Guarantor appoints Tenant as its agent for service of
                           process in any action or proceeding to enforce the
                           provisions hereof. Concurrently with service of any
                           postage prepaid, to Guarantor at
                           -----------------------.

                           Guarantor agrees to pay reasonable attorney's fees
                           and all other costs and expenses which may be
                           incurred by Landlord in the enforcement of this
                           Guaranty or of any rights of Landlord against Tenant
                           for the breach of the Lease Obligations.

                  No failure on the part of Landlord to pursue ant remedy
                  hereunder or under the Lease shall constitute a waiver by
                  Landlord f the right to pursue said remedy on the basis of the
                  same or a subsequent breach. Guarantor acknowledges that its
                  undertakings hereunder are given in consideration of
                  Landlord's acceptance of the Lease and Landlord's execution
                  thereof and that Landlord would not consummate the Lease were
                  it not for the execution and delivery of this Guaranty.

         Landlord and Lessor are interchangeable, as well as Tenant and Lessee.

         IN WITNESS WHEREOF, the undersigned has executed this Guaranty the day
and year first above written.

                                                  "Guarantor"
                                                  Thomas Van Wagoner