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EXHIBIT 10.29.2

                                SPECIFIC GUARANTY

THIS SPECIFIC GUARANTY (this "Guaranty") dated the 29th day of March, 2001, is
executed by the undersigned, PROLOGIC MANAGEMENT SYSTEMS, INC., individually,
whose address for notice hereunder is 3708 E. Columbia Street, #110, Tucson,
Arizona 85714("Guarantor"), in favor of KBK FINANCIAL, INC., a Delaware
corporation, authorized to do business in Texas, whose address for notice
hereunder is 2200 City Center II, 301 Commerce Street, Fort Worth, Texas 76102
("KBK").

1.       Obligations. As an inducement to KBK to extend or continue to extend
         credit and other financial accommodations to Basis, Inc., an Arizona
         corporation ("Borrower"), Guarantor, for value received, does hereby
         unconditionally and absolutely guarantee the prompt and full payment
         and performance of the Guaranteed Indebtedness when due or declared to
         be due and at all times thereafter. The term "Guaranteed Indebtedness"
         shall mean (i) all amounts owing by Borrower under that certain Account
         Transfer and Purchase Agreement, between Borrower and KBK, dated March
         29, 2001 (as such document may be amended from time to time, whether
         one or more, collectively, the "Financing Documents"), (iii) all costs
         and expenses incurred by KBK in connection with the collection of all
         or any part of the indebtedness and obligations owing by Borrower under
         the Financing Documents, or the protection of, or realization upon, the
         collateral securing all or any part of such indebtedness and
         obligations, and (iv) all renewals, extensions, modifications and
         rearrangements of the indebtedness and obligations owing by Borrower
         under the Financing Documents. This is an absolute, continuing and
         unconditional guarantee of payment and not of collection and if at any
         time or from time to time there is no outstanding Guaranteed
         Indebtedness, the obligations of Guarantor with respect to any and all
         Guaranteed Indebtedness incurred thereafter shall not be affected. This
         Guaranty and the Guarantor's obligations hereunder are irrevocable and,
         in the event of Guarantor's death, shall be binding upon Guarantor's
         estate pursuant to paragraph 8 herein. All of the Guaranteed
         Indebtedness shall be conclusively presumed to have been made or
         acquired in acceptance hereof. Guarantor shall be liable, jointly and
         severally, with Borrower and any other guarantor of all or any part of
         the Guaranteed Indebtedness.

2.       Representations and Warranties. Guarantor hereby represents and
         warrants the following to KBK:

         (a)      This Guaranty may reasonably be expected to benefit, directly
                  or indirectly, Guarantor, and (i) if Guarantor is a
                  corporation, the Board of Directors of Guarantor has
                  determined that this Guaranty may reasonably be expected to
                  benefit, directly or indirectly, Guarantor, or (ii) if
                  Guarantor is a partnership, the requisite number of its
                  partners have determined that this Guaranty may reasonably be
                  expected to benefit, directly or indirectly, Guarantor; and

         (b)      Guarantor has adequate means to obtain from Borrower on a
                  continuing basis information concerning the financial
                  condition of Borrower and Guarantor is not relying on KBK to
                  provide such information to Guarantor either now or in the
                  future; and

         (c)      Guarantor has the power and authority to execute, deliver and
                  perform this Guaranty and any other agreements executed by
                  Guarantor contemporaneously herewith, and the execution,
                  delivery and performance of this Guaranty and any other
                  agreements executed by Guarantor contemporaneously herewith do
                  not and will not violate (i) any agreement or instrument to
                  which Guarantor is a party, (ii) any law, rule, regulation or
                  order of any governmental authority to which Guarantor is
                  subject, or (iii) its articles or certificate of incorporation
                  or bylaws, if Guarantor is a corporation, or its partnership
                  agreement, if Guarantor is a partnership; and

         (d)      Neither KBK nor any other party has made any representation,
                  warranty or statement to Guarantor in order to induce
                  Guarantor to execute this Guaranty; and

         (e)      The financial statements and other financial information
                  regarding Guarantor heretofore and hereafter delivered to KBK
                  are and shall be true and correct in all material respects and
                  fairly present the financial position of Guarantor as of the
                  dates thereof, and no material adverse change has occurred in
                  the financial condition of Guarantor reflected in the
                  financial statements and other financial information regarding
                  Guarantor heretofore delivered to KBK since the date of the
                  last statement thereof; and

         (f)      As of the date hereof, and after giving effect to this
                  Guaranty and the obligations evidenced hereby, (i) Guarantor
                  is and will be solvent, (ii) the fair saleable value of
                  Guarantor's assets exceeds and will continue to exceed its
                  liabilities (both fixed and contingent), (iii) Guarantor is
                  and will continue to be able to pay its debts as they mature,
                  and (iv) if Guarantor is not an individual, Guarantor has and
                  will continue to have sufficient capital to carry on its
                  business and all businesses in which it is about to engage;
                  and

         (g)      Guarantor acknowledges that, in consideration for its
                  execution, delivery and performance of this Guaranty,
                  Guarantor has received "reasonably equivalent in value" within
                  the meaning of the Uniform Fraudulent Transfer Act set forth
                  in Chapter 24 of the Texas Business and Commerce Code, and
                  Section 548 of the United States Bankruptcy Code, as amended;
                  and

         (h)      Except as may be set out on any exhibit attached hereto, (i)
                  there are no legal proceedings, material claims or demands
                  pending or, to the knowledge of Guarantor, threatened against
                  Guarantor or any of Guarantor's assets, (ii) Guarantor is not
                  in material breach or material default of any legal
                  requirement; and (iii) no event has occurred which, with a
                  lapse of time or action by a third party, could result in
                  Guarantor's material breach or material default under any
                  legal requirement.

3.       Covenants. Guarantor hereby covenants and agrees with KBK as follows:

         (a)      Guarantor shall not, so long as its obligations under this
                  Guaranty continue, transfer or pledge any material portion of
                  its assets for less than reasonably adequate consideration;
                  and

         (b)      Guarantor shall promptly furnish to KBK at any time and from
                  time to time such financial statements and other financial
                  information of Guarantor as KBK may require, in form and
                  substance satisfactory to KBK

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                  (including, without limitation, annual financial statements
                  within 90 days after the end of each calendar year); and

         (c)      Guarantor shall promptly inform KBK of (i) any litigation or
                  governmental investigation against Guarantor or affecting any
                  security for all or any part of the Guaranteed Indebtedness or
                  this Guaranty which, if determined adversely, might have a
                  material adverse effect upon the financial condition of
                  Guarantor or upon such security or might cause a default under
                  any of the Financing Documents, (ii) any claim or controversy
                  which might become the subject of such litigation or
                  governmental investigation, and (iii) any material adverse
                  change in the financial condition of Guarantor; and

         (d)      Guarantor hereby subordinates all indebtedness now or
                  hereafter owing by Borrower to Guarantor to the Guaranteed
                  Indebtedness.

4.       Consent and Waiver.

         (a)      Guarantor waives (i) promptness, diligence and notice of
                  acceptance of this Guaranty and notice of the incurring of any
                  obligation, indebtedness or liability to which this Guaranty
                  applies or may apply and waives presentment for payment,
                  notice of nonpayment, protest, demand, notice of protest,
                  notice of intent to accelerate, notice of acceleration, notice
                  of dishonor, diligence in enforcement and indulgences of every
                  kind, and (ii) the taking of any other action by KBK,
                  including without limitation giving any notice of default or
                  any other notice to, or making any demand on, Borrower, any
                  other guarantor of all or any part of the Guaranteed
                  Indebtedness or any other party.

         (b)      Guarantor waives any rights Guarantor has under, or any
                  requirements imposed by, Chapter 34 of the Texas Business and
                  Commerce Code, as in effect on the date of this Guaranty or as
                  it may be amended from time to time and waives all other
                  notices to which Guarantor may be entitled.

         (c)      KBK may at any time, without the consent of or notice to
                  Guarantor, without incurring responsibility to Guarantor and
                  without impairing, releasing, reducing or affecting the
                  obligations of Guarantor hereunder: (i) change the manner,
                  place or terms of payment of all or any part of the Guaranteed
                  Indebtedness, or renew, extend, modify, rearrange or alter all
                  or any part of the Guaranteed Indebtedness; (ii) change the
                  interest rate accruing on any of the Guaranteed Indebtedness
                  (including, without limitation, any periodic change in such
                  interest rate that occurs because such Guaranteed Indebtedness
                  accrues interest at a variable rate which may fluctuate from
                  time to time); (iii) sell, exchange, release, surrender,
                  subordinate, realize upon or otherwise deal with in any manner
                  and in any order any collateral for all or any part of the
                  Guaranteed Indebtedness or this Guaranty or setoff against all
                  or any part of the Guaranteed Indebtedness; (iv) neglect,
                  delay, omit, fail or refuse to take or prosecute any action
                  for the collection of all or any part of the Guaranteed
                  Indebtedness or this Guaranty or to take or prosecute any
                  action in connection with any of the Financing Documents; (v)
                  exercise or refrain from exercising any rights against
                  Borrower or others, or otherwise act or refrain from acting;
                  (vi) settle or compromise all or any part of the Guaranteed
                  Indebtedness and subordinate the payment of all or any part of
                  the Guaranteed Indebtedness to the payment of any obligations,
                  indebtedness or liabilities which may be due or become due to
                  KBK or others; (vii) apply any payment, collections through
                  process of law or otherwise or other collateral of Borrower to
                  the satisfaction and liquidation of the indebtedness or
                  obligations of Borrower to KBK not guaranteed under this
                  Guaranty; and (viii) apply any sums paid to KBK by Guarantor,
                  Borrower or others to the Guaranteed Indebtedness in such
                  order and manner as KBK, in its sole discretion, may
                  determine.

         (d)      Should KBK seek to enforce the obligations of Guarantor
                  hereunder by action in any court or otherwise, Guarantor
                  waives any requirement, substantive or procedural, that (i)
                  KBK first enforce any rights or remedies against Borrower or
                  any other person or entity liable to KBK for all or any part
                  of the Guaranteed Indebtedness, including without limitation
                  that a judgment first be rendered against Borrower or any
                  other person or entity, or that Borrower or any other person
                  or entity should be joined in such cause, or (ii) KBK first
                  enforce rights against any collateral which shall ever have
                  been given to secure all or any part of the Guaranteed
                  Indebtedness or this Guaranty. Such waiver shall be without
                  prejudice to KBK's right, at its option, to proceed against
                  Borrower or any other person or entity, whether by separate
                  action or by joinder.

         (e)      In addition to any other waivers, agreements and covenants of
                  Guarantor set forth herein, Guarantor hereby further waives
                  and releases all claims, causes of action, defenses and
                  offsets for any act or omission of KBK, its directors,
                  officers, employees, representatives or agents in connection
                  with KBK's administration of the Guaranteed Indebtedness,
                  except for KBK's willful misconduct and gross negligence.

5.       Obligations Not Impaired.

         (a)      Guarantor agrees that its obligations hereunder shall not be
                  released, diminished, impaired, reduced or affected by the
                  occurrence of any one or more of the following events: (i) the
                  death, disability or lack of corporate power of Borrower,
                  Guarantor (except as provided in paragraph 8 herein) or any
                  other guarantor of all or any part of the Guaranteed
                  Indebtedness, (ii) any receivership, insolvency, bankruptcy or
                  other proceedings affecting Borrower, Guarantor or any other
                  guarantor of all or any part of the Guaranteed Indebtedness,
                  or any of their respective property; (iii) the partial or
                  total release or discharge of Borrower or any other guarantor
                  of all or any part of the Guaranteed Indebtedness, or any
                  other person or entity from the performance of any obligation
                  contained in any instrument or agreement evidencing, governing
                  or securing all or any part of the Guaranteed Indebtedness,
                  whether occurring by reason of law or otherwise; (iv) the
                  taking or accepting of any collateral for all or any part of
                  the Guaranteed Indebtedness or this Guaranty; (v) the taking
                  or accepting of any other guaranty for all or any part of the
                  Guaranteed Indebtedness; (vi) any failure by KBK to acquire,
                  perfect or continue any lien or security interest on
                  collateral securing all or any part of the Guaranteed
                  Indebtedness or this Guaranty; (vii) the impairment of any
                  collateral securing all or any part of the Guaranteed
                  Indebtedness or this Guaranty; (viii) any failure by KBK to
                  sell any collateral securing all or any part of the Guaranteed
                  Indebtedness or this Guaranty in a commercially reasonable
                  manner or as otherwise required by law; (ix) any invalidity or
                  unenforceability of or defect or deficiency in any of the
                  Financing Documents; or (x) any other circumstance which might
                  otherwise constitute a defense

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                  available to, or discharge of, Borrower or any other guarantor
                  of all or any part of the Guaranteed Indebtedness.

         (b)      This Guaranty shall continue to be effective or be reinstated,
                  as the case may be, if at any time any payment of all or any
                  part of the Guaranteed Indebtedness is rescinded or must
                  otherwise be returned by KBK upon the insolvency, bankruptcy
                  or reorganization of Borrower, Guarantor, any other guarantor
                  of all or any part of the Guaranteed Indebtedness, or
                  otherwise, all as though such payment had not been made.

         (c)      Guarantor agrees that its obligations hereunder shall not be
                  released, diminished, impaired, reduced or affected by the
                  existence of any other guaranty or the payment by any other
                  guarantor of all or any part of the Guaranteed Indebtedness.

         (d)      Guarantor's obligations hereunder shall not be released,
                  diminished, impaired, reduced or affected by, nor shall any
                  provision contained herein be deemed to be a limitation upon,
                  the amount of credit which KBK may extend to Borrower, the
                  number of transactions between KBK and Borrower, payments by
                  Borrower to KBK or KBK's allocation of payments by Borrower.

         (e)      In the event Borrower is a corporation or partnership, none of
                  the following shall affect Guarantor's liability hereunder:
                  (i) the unenforceability of all or any part of the Guaranteed
                  Indebtedness against Borrower by reason of the fact that the
                  Guaranteed Indebtedness exceeds the amount permitted by law;
                  (ii) the act of creating all or any part of the Guaranteed
                  Indebtedness is ultra vires; or (iii) the officers or partners
                  creating all or any part of the Guaranteed Indebtedness acted
                  in excess of their authority. Guarantor hereby acknowledges
                  that withdrawal from, or termination of, any ownership
                  interest in Borrower now or hereafter owned or held by
                  Guarantor shall not alter, affect or in any way limit the
                  obligations of Guarantor hereunder.

6.       Actions against Guarantor. In the event of a default in the payment or
         performance of all or any part of the Guaranteed Indebtedness when such
         Guaranteed Indebtedness becomes due, whether by its terms, by
         acceleration or otherwise, Guarantor shall pay the amount due thereon
         to KBK, in lawful money of the United States, at KBK's address set
         forth above within 5 days after demand thereof by KBK. One or more
         successive or concurrent actions may be brought against Guarantor,
         either in the same action in which Borrower is sued or in separate
         actions, as often as KBK deems advisable. The exercise by KBK of any
         right or remedy under this Guaranty or under any other agreement or
         instrument, at law, in equity or otherwise, shall not preclude
         concurrent or subsequent exercise of any other right or remedy. The
         books and records of KBK shall be admissible in evidence in any action
         or proceeding involving this Guaranty and shall be prima facie evidence
         of the payments made on, and the outstanding balance of, the Guaranteed
         Indebtedness.

7.       Payment by Guarantor. Whenever Guarantor pays any sum which is or may
         become due under this Guaranty, written notice must be delivered to KBK
         contemporaneously with such payment. In the absence of such notice to
         KBK by Guarantor in compliance with the provisions hereof, any sums
         received by KBK on account of the Guaranteed Indebtedness shall be
         conclusively deemed paid by Borrower.

8.       Death of Guarantor. In the event of the death of Guarantor, the
         obligations of the deceased Guarantor under this Guaranty shall
         continue as an obligation against Guarantor's estate as to (a) all of
         the Guaranteed Indebtedness that is outstanding on the date of
         Guarantor's death, and any renewals or extensions thereof, and (b) all
         loans, advances and other extensions of credit made to or for the
         account of Borrower on or after the date of Guarantor's death pursuant
         to an obligation of KBK under a commitment or agreement described in
         paragraph 1 above and made to or with Borrower prior to the date of
         Guarantor's death. The terms and conditions of this Guaranty, including
         without limitation the consents and waivers set forth in paragraph 4
         hereof, shall remain in effect with respect to the Guaranteed
         Indebtedness described in the preceding sentence in the same manner as
         if Guarantor had not died.

9.       Notice of Sale. In the event that Guarantor is entitled to receive any
         notice under the Uniform Commercial Code, as it exists in the state
         governing any such notice, of the sale or other disposition of any
         collateral securing all or any part of the Guaranteed Indebtedness or
         this Guaranty, reasonable notice shall be deemed given when such notice
         is deposited in the United States mail, postage prepaid, at the address
         for Guarantor set forth on the first page of this Guaranty, five (5)
         days prior to the date any public sale, or after which any private
         sale, of any such collateral is to be held; provided, however, that
         notice given in any other reasonable manner or at any other reasonable
         time shall be sufficient.

10.      Waiver by KBK. No delay on the part of KBK in exercising any right
         hereunder or failure to exercise the same shall operate as a waiver of
         such right. In no event shall any waiver of the provisions of this
         Guaranty be effective unless the same be in writing and signed by an
         officer of KBK, and then only in the specific instance and for the
         purpose given.

11.      Successors and Assigns. This Guaranty is for the benefit of KBK, its
         successors and assigns, and in the event of an assignment by KBK of the
         Guaranteed Indebtedness, or any part thereof, the rights and benefits
         hereunder shall be transferred with such indebtedness. This Guaranty is
         binding upon Guarantor and Guarantor's heirs, executors,
         administrators, personal representatives and successors, including
         without limitation any person or entity obligated by operation of law
         upon the reorganization, merger, consolidation or other change in the
         organizational structure of Guarantor.

12.      Costs and Expenses. Guarantor shall pay on demand by KBK all costs and
         expenses, including without limitation all reasonable attorneys' fees,
         incurred by KBK in connection with the enforcement and/or collection of
         this Guaranty. This covenant shall survive the payment of the
         Guaranteed Indebtedness.

13.      Severability. If any provision of this Guaranty is held by a court of
         competent jurisdiction to be illegal, invalid or unenforceable under
         present or future laws, such provision shall be fully severable, shall
         not impair or invalidate the remainder of this Guaranty and the effect
         thereof shall be confined to the provision held to be illegal, invalid
         or unenforceable.

14.      No Obligation. Nothing contained herein shall be construed as an
         obligation on the part of KBK to extend or continue to extend credit to
         Borrower.

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15.      Amendment. No modification or amendment of any provision of this
         Guaranty, nor consent to any departure by Guarantor therefrom, shall be
         effective unless the same shall be in writing and signed by an officer
         of KBK, and then shall be effective only in the specific instance and
         for the purpose for which given.

16.      Cumulative Rights. All rights and remedies of KBK hereunder are
         cumulative of each other and of every other right or remedy which KBK
         may otherwise have at law or in equity or under any instrument or
         agreement, and the exercise of one or more of such rights or remedies
         shall not prejudice or impair the concurrent or subsequent exercise of
         any other rights or remedies.

17.      GOVERNING LAW; VENUE; SUBMISSION TO JURISDICTION. THIS GUARANTY SHALL
         BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
         OF TEXAS WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAWS
         THEREOF. THIS GUARANTY IS PERFORMABLE IN TARRANT COUNTY, TEXAS.
         GUARANTOR AGREES THAT TARRANT COUNTY, TEXAS SHALL BE THE EXCLUSIVE
         VENUE FOR LITIGATION OF ANY DISPUTE OR CLAIM ARISING UNDER OR RELATING
         TO THIS GUARANTY, AND THAT SUCH COUNTY IS A CONVENIENT FORUM IN WHICH
         TO DECIDE ANY SUCH DISPUTE OR CLAIM. GUARANTOR CONSENTS TO THE PERSONAL
         JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN TARRANT COUNTY,
         TEXAS FOR THE LITIGATION OF ANY SUCH DISPUTE OR CLAIM. GUARANTOR
         IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
         OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE
         OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY
         SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN
         INCONVENIENT FORUM.

18.      Compliance with Applicable Usury Laws. Notwithstanding any other
         provision of this Guaranty or of any instrument or agreement
         evidencing, governing or securing all or any part of the Guaranteed
         Indebtedness, Guarantor and KBK by its acceptance hereof agree that
         Guarantor shall never be required or obligated to pay interest in
         excess of the maximum nonusurious interest rate as may be authorized by
         applicable law for the written contracts which constitute the
         Guaranteed Indebtedness. It is the intention of Guarantor and KBK to
         conform strictly to the applicable laws which limit interest rates, and
         any of the aforesaid contracts for interest, if and to the extent
         payable by Guarantor, shall be held to be subject to reduction to the
         maximum nonusurious interest rate allowed under said law.

19.      Descriptive Headings. The headings in this Guaranty are for convenience
         only and shall not define or limit the provisions hereof.

20.      Gender. Within this Guaranty, words of any gender shall be held and
         construed to include the other gender.

21.      Notices. All notices hereunder shall be in writing and shall be
         personally delivered or sent by registered or certified mail, return
         receipt requested, to the address for KBK and Guarantor set forth on
         the first page of this Guaranty. KBK and Guarantor may, by proper
         written notice hereunder, change the address to which notices may be
         sent thereafter to such party.

22.      Entire Agreement. This Guaranty contains the entire agreement between
         Guarantor and KBK regarding the subject matter hereof and supersedes
         all prior written and oral agreements and understandings, if any,
         regarding same; provided, however, this Guaranty is in addition to and
         does not replace, cancel, modify or affect any other guaranty of
         Guarantor now or hereafter held by KBK that relates to Borrower or any
         other person or entity.

23.      WAIVER OF JURY TRIAL. GUARANTOR HEREBY IRREVOCABLY WAIVES, TO THE
         MAXIMUM EXTENT PERMITTED BY LAW, ANY RIGHT GUARANTOR MAY HAVE TO A
         TRIAL BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY AT
         ANY TIME ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS GUARANTY OR
         ANY TRANSACTION CONTEMPLATED HEREBY OR ASSOCIATED HEREWITH.

24.      NOTICE OF NO ORAL AGREEMENTS. THIS GUARANTY REPRESENTS THE FINAL
         AGREEMENT BETWEEN THE PARTIES HERETO WITH RESPECT TO THE TRANSACTIONS
         CONTEMPLATED HEREIN AND MAY NOT CONTRADICTED BY EVIDENCE OF PRIOR,
         CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE
         ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

EXECUTED AND EFFECTIVE as of the date first set forth above.

                                        GUARANTOR:

                                        PROLOGIC MANAGEMENT SYSTEMS, INC.

                                        By:   /s/    Richard E. Metz
                                           ------------------------------------
                                        Name: /s/    Richard E. Metz
                                              ---------------------------------
                                        Title:       President
                                              ---------------------------------

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