Exhibit 10.4


GUARANTY

TO: WILIAM C. MALONE

     1. For valuable  consideration,  receipt and sufficiency of which is hereby
acknowledged,   the   undersigned   (herein   referred   to   as   "Guarantor"),
unconditionally   guarantees   and   promises  to  pay  to  WILLIAM  C.  MALONE,
(hereinafter call "Holder"),  or order, on demand, in lawful money of the United
States,  any  and  all  indebtedness  of  CIRCUIT  SOURCE  INTERNATIONAL,  INC.,
(hereinafter call "Debtor"),  to Holder,  including that certain Promissory Note
of even date herewith in the original  principal  amount of  $2,000,000.00.  The
word  "indebtedness" is used herein in its most comprehensive sense and includes
any and all debts,  obligations,  and liabilities of Debtor heretofore,  now, or
hereafter  made,  incurred,  or created,  whether  voluntary or involuntary  and
however arising,  whether due or not due, absolute or contingent,  liquidated or
unliquidated,  determined  or  undetermined,  and  whether  Debtor may be liable
individually or jointly with others,  or whether recovery upon such indebtedness
may be or hereafter becomes otherwise unenforceable.

     2. This Guaranty shall bind and obligate the undersigned and his successors
and assigns  with said  Debtor  jointly  and  severally  for the payment of said
indebtedness  precisely as if the same had been contracted and was due and owing
by the  undersigned  himself.  This is a  continuing  guaranty  relating  to any
indebtedness referred to hereinafter,  including that arising which shall either
continue the indebtedness or from time to time renew it.

     3. The  obligations  hereunder are joint and several and independent of the
obligations  of Debtor,  and a separate  action or  actions  may be brought  and
prosecured against Guarantor whether action is brought against Debtor or whether
Debtor be joined in any such action or actions, and Guarantor waives the benefit
of  any  statute  of  limitations  affecting  the  liability  hereunder  or  the
enforcement thereof.

     4.  Guarantor  authorizes  Holder,  without  notice or demand  and  without
affecting the liability  hereunder,  from time to time to: (a) at the request of
Debtor renew, compromise,  extend,  accelerate, or otherwise change the time for
payment  of, or  otherwise  change  the terms of, the  indebtedness  or any part
thereof,  including  increase or decrease of the rate of interest  thereon;  (b)
take  and  hold  security  for the  payment  of this  Guaranty  or  indebtedness
guaranteed and exchange,  enforce,  waive, or release and such security; and (c)
apply such security and direct the order or manner of sale thereof as Holder, in
Holder's discretion, may determine.

     5.  Guarantor  waives any right to require  Holder to (a)  proceed  against
Debtor,  (b) proceed  against or exhaust any security  held from Debtor,  or (c)
pursue any other remedy in Holder's  power  whatsoever.  Guarantor  specifically
waives  the  provisions  of  Arizona  Revised  Statutes  Sec.  12-1641,  et seq.
Guarantor  waives  any  defense  arising  by reason of any  disability  or other
defense of Debtor or by reason of the  cessation of the liability of Debtor from
any cause whatsoever. Until all indebtedness of Debtor to Holder shall have been
paid in full,  Guarantor shall have no right to  subrogation,  and hereby waives
any right to enforce  any remedy  which  Holder  now has or may  hereafter  have
against Debtor,  and waives any benefit of, and any right to participate in, any
security now or hereafter held by Holder.
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     6. In the event of default by Debtor,  any indebtedness of Debtor then held
by Guarantor shall be subordinated to the indebtedness of Debtor to Holder,  and
such  indebtedness of Debtor to any Guarantor,  if Holder so requests,  shall be
collected, enforced, and received by Guarantor as trustee for Holder and be paid
over to Holder on account of the  indebtedness of Debtor to Holder,  but without
reducing or affecting in any manner the  liability of Guarantor  under the other
provisions of this Guaranty.

     7. In the event Debtor is unable or unwilling,  for any reason  whatsoever,
including  illegality  of the  payments  or of the  transaction  upon  which the
indebtedness  is based,  to make the  payments  on account of said  indebtedness
referred to hereinabove, Guarantor agrees to make said payments to Holder.

     8. In the event of any action or proceeding brought by either party against
the other under this Guaranty, the prevailing party shall be entitled to recover
for the fees of its  attorneys in such action or  proceeding  such amount as the
Court may adjudge reasonable as attorneys' fees.

     9. This Guaranty  shall be governed and  construed in  accordance  with the
laws of the State of Arizona.  Should any action be commenced in connection with
this Guaranty or the  underlying  Promissory  Note,  the proper venue shall be a
forum located in Maricopa County,  Arizona, having jurisdiction over the subject
matter and the parties hereto hereby waive every right to object to the same.

     10. To meet  context  requirements,  whenever the singular is used it shall
include the plural,  and the masculine shall include the feminine,  and the word
"person"  shall  include  corporation,  firm,  partnership,  or  other  form  of
association.

     IN WITNESS  WHEREOF,  the undersigned  Guarantor has executed this Guaranty
this 1st day of October, 2001.


                                /s/ James Keaton
                                ------------------------
                                James Keaton