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                                    GUARANTY


          THIS GUARANTY, dated as of June 27, 1997, is made and given by JOEL 
A. RONNING, an individual (the "Guarantor"), in favor of First Bank National 
Association, a National Banking Association (" Bank").

                                    RECITALS

          A. Bank has extended and/or may from time to time hereafter extend 
credit accommodations to TECH SQUARED INC., a Minnesota corporation (the 
"Borrower").  

          B.  In connection with those credit accommodations Bank has 
required that this Guaranty be executed and delivered by the Guarantor.

          C.  The Guarantor expects to derive benefits from the extension of 
credit accommodations to the Borrower by Bank and finds it advantageous, 
desirable and in its best interests to execute and deliver this Guaranty to 
Republic.

          NOW, THEREFORE, In consideration of the credit accommodations to be 
extended to the Borrower and for other good and valuable consideration, the 
Guarantor hereby covenants and agrees with Bank as follows:

          Section 1.  DEFINED TERMS.  As used in this Guaranty, the following 
terms shall have the meaning indicated:

          "BORROWER" shall have the meaning indicated in Recital A.

          "GUARANTOR" shall have the meaning indicated in the opening 
paragraph hereof.

          "OBLIGATIONS" shall mean any and all liabilities and obligations of 
the Borrower to Bank of every kind, nature and description, whether direct or 
indirect or hereafter acquired by Bank from any Person, absolute or 
contingent, regardless of how such liabilities arise or by what agreement or 
instrument they may be evidenced, in all cases whether due or to become due, 
and whether now existing or hereafter arising or incurred.

          "PERSON" shall mean any individual, corporation, partnership, 
limited partnership, limited liability company, joint venture, firm, 
association, trust, unincorporated organization, government or governmental 
agency or political subdivision or any other entity, whether acting in an 
individual, fiduciary or other capacity.

          "REPUBLIC" shall have the meaning indicated in the opening 
paragraph hereof.

          Section 2.  THE GUARANTY.  The Guarantor hereby absolutely and 
unconditionally guarantees to Bank the payment, which shall be limited to the 
principal amount of $500,000 plus interest and costs as set forth herein, 
when due (whether by demand, at a scheduled due date, or otherwise) and 
performance of the Obligations.

          Section 3.  CONTINUING GUARANTY.  This Guaranty is an absolute, 
unconditional and continuing guaranty of payment and performance of the 
Obligations, and the obligations of the Guarantor hereunder, which shall be 
limited to the principal amount of $500,000 plus interest and costs as set 
forth herein, shall not be released, in whole or in part, by any action or 
thing which 

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might, but for this provision of this Guaranty, be deemed a legal or 
equitable discharge of a surety or guarantor, other than irrevocable payment 
and performance in full of the  Obligations.  No notice of the Obligations to 
which this Guaranty may apply, or of any renewal or extension thereof need be 
given to the Guarantor and none of the foregoing acts shall release the 
Guarantor from liability hereunder.  The Guarantor hereby expressly waives 
(a) demand of payment, presentment, protest, notice of dishonor, nonpayment 
or nonperformance on any and all forms of the Obligations; (b) notice of 
acceptance of this Guaranty and notice of any liability to which it may 
apply; (c) all other notices and demands of any kind and description relating 
to the Obligations now or hereafter provided for by any agreement, statute, 
law, rule or regulation; and (d) any and all defenses of the Borrower 
pertaining to the  Obligations except for the defense of discharge by 
payment.  The Guarantor shall not be exonerated with respect to the 
Guarantor's liabilities under this Guaranty by any act or thing except 
irrevocable payment and performance of the Obligations, it being the purpose 
and intent of this Guaranty that the Obligations constitute the direct and 
primary obligations of the Guarantor and that the covenants, agreements and 
all obligations of the Guarantor hereunder be absolute, unconditional and 
irrevocable.  The Guarantor shall be and remain liable up to a principal 
amount of $500,000 plus interest and costs as set forth herein, for any 
deficiency remaining after foreclosure of any mortgage, deed of trust or 
security agreement securing all or any part of the Obligations, whether or 
not the liability of the Borrower or any other Person for such deficiency is 
discharged pursuant to statute, judicial decision or otherwise.  The 
acceptance of this Guaranty by Bank is not intended and does not release any 
liability previously existing of any guarantor or surety of any indebtedness 
of the Borrower to Republic.

          Section 4.  OTHER TRANSACTIONS. Bank is expressly authorized (a) to 
exchange, surrender or release with or without consideration any or all 
collateral and security which may at any time be placed with it by the 
Borrower or by any other Person, or to forward or deliver any or all such 
collateral and security directly to the Borrower for collection and 
remittance or for credit, or to collect the same in any other manner without 
notice to the Guarantor; and (b) to amend, modify, extend or supplement any 
note or other instrument evidencing the Obligations or any part thereof and 
any other agreement with respect to the Obligations, waive compliance by the 
Borrower or any other Person with the respective terms thereof and settle or 
compromise any of the Obligations without notice to the Guarantor and without 
in any manner affecting the absolute liabilities of the Guarantor hereunder.  
No invalidity, irregularity or unenforceability of all or any part of the 
Obligations or of any security therefor or other recourse with respect 
thereto shall affect, impair or be a defense to this Guaranty. The 
liabilities of the Guarantor hereunder shall not be affected or impaired by 
any failure, delay, neglect or omission on the part of Bank to realize upon 
any of the Obligations of the Borrower to Republic, or upon any collateral or 
security for any or all of the  Obligations, nor by the taking by Bank of (or 
the failure to take) any other guaranty or guaranties to secure the 
Obligations, nor by the taking by Bank of (or the failure to take or the 
failure to perfect its security interest in or other lien on) collateral or 
security of any kind.  No act or omission of Republic, whether or not such 
action or failure to act varies or increases the risk of, or affects the 
rights or remedies of the Guarantor, shall affect or impair the obligations 
of the Guarantor hereunder.  The Guarantor acknowledges that this Guaranty is 
in effect and binding without reference to whether this Guaranty is signed by 
any other Person or Persons, that possession of this Guaranty by Bank shall 
be conclusive evidence of due delivery hereof by the Guarantor and that this 
Guaranty shall continue in full force and effect, both as to the Obligations 
then existing and/or thereafter created, notwithstanding the release of or 
extension of time to any other guarantor of the Obligations or any part 
thereof.

          Section 5.  ACTIONS NOT REQUIRED.  The Guarantor hereby waives any 
and all right to cause a marshalling of the assets of the Borrower or any 
other action by any court or other governmental body with respect thereto or 
to cause Bank to proceed against any security for the Obligations or any 
other recourse which Bank may have with respect thereto and further waives 
any and all requirements that Bank institute any action or proceeding at law 
or in equity, or obtain any judgment, against the Borrower or any other 
Person, or with respect to any collateral security 

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for the Obligations, as a condition precedent to making demand on or  
bringing an action or obtaining and/or enforcing a judgment against, the 
Guarantor upon this Guaranty.  The Guarantor further acknowledges that time 
is of the essence with respect to the Guarantor's obligations under this 
Guaranty.  Any remedy or right hereby granted which shall be found to be 
unenforceable as to any Person or under any circumstance, for any reason, 
shall in no way limit or prevent the enforcement of such remedy or right as 
to any other Person or circumstance, nor shall such unenforceability limit or 
prevent enforcement of any other remedy or right hereby granted. 

          Section 6.  NO SUBROGATION.  Notwithstanding any payment or 
payments made by the Guarantor hereunder, the Guarantor waives all rights of 
subrogation to any of the rights of Bank against the Borrower or any other 
Person liable for payment of any of the Obligations or any collateral 
security or guaranty or right of offset held by Bank for the payment of the 
Obligations, and the Guarantor waives all rights to seek any recourse to or 
contribution or reimbursement from the Borrower or any other Person liable 
for payment of any of the Obligations in respect of payments made by the 
Guarantor hereunder, until such time that the Obligations are irrevocably 
paid in full.

          Section 7.  APPLICATION OF PAYMENTS.  Any and all payments upon the 
Obligations made by the Guarantor or by any other Person, and/or the proceeds 
of any or all collateral or security for any of the Obligations, may be 
applied by Bank on such items of the Obligations as Bank may elect.

          Section 8.  RECOVERY OF PAYMENT.  If any payment received by Bank 
and applied to the Obligations is subsequently set aside, recovered, 
rescinded or required to be returned for any reason (including, without 
limitation, the bankruptcy, insolvency or reorganization of the Borrower or 
any other obligor), the  Obligations to which such payment was applied shall 
for the purposes of this Guaranty be deemed to have continued in existence, 
notwithstanding such application, and this Guaranty shall be enforceable as 
to such Obligations as fully as if such application had never been made.  
References in this Guaranty to amounts "irrevocably paid" or to "irrevocable 
payment" refer to payments that cannot be set aside, recovered, rescinded or 
required to be returned for any reason.

          Section 9.  BORROWER'S FINANCIAL CONDITION.  The Guarantor is 
familiar with the financial condition of the Borrower, and the Guarantor has 
executed and delivered this Guaranty based on the Guarantor's own judgment 
and not in reliance upon any statement or representation of Republic. Bank 
shall have no obligation to provide the Guarantor with any advice whatsoever 
or to inform the Guarantor at any time of Republic's actions, evaluations or 
conclusions on the financial condition or any other matter concerning the 
Borrower.

          Section 10.  REMEDIES.  All remedies afforded to Bank by reason of 
this Guaranty are separate and cumulative remedies and it is agreed that no 
one of such remedies, whether or not exercised by Republic, shall be deemed 
to be in exclusion of any of the other remedies available to Bank and no one 
of such remedies shall in any way limit or prejudice any other legal or 
equitable remedy which Bank may have hereunder and with respect to the 
Obligations.  Mere delay or failure to act shall not preclude the exercise or 
enforcement of any rights and remedies available to Republic.

          Section 11.  BANKRUPTCY OF THE BORROWER.  The Guarantor expressly 
agrees that the liabilities and obligations of the Guarantor under this 
Guaranty shall not in any way be impaired or otherwise affected by the 
institution by or against the Borrower or any other Person of any bankruptcy, 
reorganization, arrangement, insolvency or liquidation proceedings, or any 
other similar proceedings for relief under any bankruptcy law or similar law 
for the relief of debtors and that any discharge of any of the Obligations 
pursuant to any such bankruptcy or similar law or other law shall not 
diminish, discharge or otherwise affect in any way the obligations of the 

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Guarantor under this Guaranty, and that upon the institution of any of the 
above actions, such obligations shall be enforceable against the Guarantor.

          Section 12.  COSTS AND EXPENSES.  The Guarantor will pay or 
reimburse Bank on demand for all out-of-pocket expenses (including in each 
case all reasonable fees and expenses of counsel) incurred by Bank arising 
out of or in connection with the enforcement of this Guaranty against the 
Guarantor or arising out of or in connection with any failure of the 
Guarantor to fully and timely perform the obligations of the Guarantor 
hereunder.

          Section 13.  WAIVERS AND AMENDMENTS.  This Guaranty can be waived, 
modified, amended, terminated or discharged only explicitly in a writing 
signed by Republic.  A waiver so signed shall be effective only in the 
specific instance and for the specific purpose given.

          Section 14.   NOTICES.  Any notice or other communication to any 
party in connection with this Guaranty shall be in writing and shall be sent 
by manual delivery, telegram, telex, facsimile transmission, overnight 
courier or United States mail (postage prepaid) addressed to such party at 
the address specified on the signature page hereof, or at such other address 
as such party shall have specified to the other party hereto in writing.  All 
periods of notice shall be measured from the date of delivery thereof if 
manually delivered, from the date of sending thereof if sent by telegram, 
telex or facsimile transmission, from the first business day after the date 
of sending if sent by overnight courier, or from four days after the date of 
mailing if mailed.

          Section 15.  GUARANTOR ACKNOWLEDGEMENTS.  The Guarantor hereby 
acknowledges that (a) counsel has advised the Guarantor in the negotiation, 
execution and delivery of this Guaranty, (b)Bank has no fiduciary 
relationship to the Guarantor, the relationship being solely that of debtor 
and creditor, and (c) no joint venture exists between the Guarantor and 
Republic.

          Section 16.  REPRESENTATIONS AND WARRANTIES.  The Guarantor hereby 
represents and warrants to Bank that:

          16(a)   It has the power and authority and the legal right to execute
     and deliver, and to perform its obligations under, this Guaranty and has
     taken all necessary action to authorize such execution, delivery and
     performance.

          16(b)  This Guaranty constitutes its legal, valid and binding
     obligation enforceable in accordance with its terms, except as
     enforceability may be limited by applicable bankruptcy, insolvency,
     reorganization, moratorium or similar laws affecting the enforcement of
     creditors' rights generally and by general equitable principles (whether
     enforcement is sought by proceedings in equity or at law).

          16(c)  The execution, delivery and performance of this Guaranty will
     not (i) violate any provision of any law, statute, rule or regulation or
     any order, writ, judgment, injunction, decree, determination or award of
     any court, governmental agency or arbitrator presently in effect having
     applicability to it, or (ii) result in a breach of or constitute a default
     under any indenture, loan or credit agreement or any other agreement, lease
     or instrument to which it is a party or by which it or any of its
     properties may be bound or result in the creation of any lien thereunder. 
     It is not in default under or in violation of any such law, statute, rule
     or regulation, order, writ, judgment, injunction, decree, determination or
     award or any such indenture, loan or credit agreement or other agreement,
     lease or instrument in any case in which the consequences of such default
     or violation could have a material adverse effect on its business,
     operations, properties, assets or condition (financial or otherwise).

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          16(d)  No order, consent, approval, license, authorization or
     validation of, or filing, recording or registration with, or exemption by,
     any governmental or public body or authority is required on its part to
     authorize, or is required in connection with the execution, delivery and
     performance of, or the legality, validity, binding effect or enforceability
     of, this Guaranty.

          16(e)  There are no actions, suits or proceedings pending or, to its
     knowledge, threatened against or affecting it or any of its properties
     before any court or arbitrator, or any governmental department, board,
     agency or other instrumentality which, if determined adversely to it, would
     have a material adverse effect on its business, operations, property or
     condition (financial or otherwise) or on its ability to perform its
     obligations hereunder.

          16(f)  It expects to derive benefits from the transactions resulting
     in the creation of the Obligations. Bank may rely conclusively on the
     continuing warranty, hereby made, that the Guarantor continues to be
     benefitted by Republic's extension of credit accommodations to the Borrower
     and Bank shall have no duty to inquire into or confirm the receipt of any
     such benefits, and this Guaranty shall be effective and enforceable by Bank
     without regard to the receipt, nature or value of any such benefits.

          Section 17.  CONTINUING GUARANTY.  This Guaranty shall (a) remain 
in full force and effect until irrevocable payment in full of the Obligations 
and the expiration of the obligations, if any, of Bank to extend credit 
accommodations to the Borrower, (b) be binding upon the Guarantor, its 
successors and assigns and (c) inure to the benefit of, and be enforceable 
by,Bank and its successors, transferees, and assigns.

          Section 18.  REAFFIRMATION.  The Guarantor agrees that when so 
requested by Bank from time to time it will promptly execute and deliver to 
Bank a written reaffirmation of this Guaranty in such form as Bank may 
require.

          Section 19.  FINANCIAL STATEMENTS, TAX RETURNS.  The Guarantor 
agrees that it will deliver to Bank copies of all state and federal tax 
returns filed by the Guarantor, together with an updated personal financial 
statement of the Guarantor in form and substance satisfactory to the Lender, 
as may be required of the Borrower by Bank or as may otherwise be requested 
of the Guarantor by Republic.

          Section 20.  REVOCATION.  Notwithstanding any other provision 
hereof, the Guarantor may revoke this Guaranty prospectively as to future 
transactions by written notice to that effect actually received by Republic.  
No such revocation shall release, impair or affect in any manner any 
liability hereunder with respect to Obligations created, contracted, assumed 
or incurred prior to receipt by Bank of written notice of revocation, or 
Obligations created, contracted, assumed or incurred after receipt of such 
notice pursuant to any contract entered into by Bank prior to receipt of such 
notice, or any renewals or extensions thereof, theretofore or thereafter 
made, or all other costs, expenses and attorneys' fees arising from such 
Obligations.

          Section 21.  GOVERNING LAW AND CONSTRUCTION.  THE VALIDITY, 
CONSTRUCTION AND ENFORCEABILITY OF THIS GUARANTY SHALL BE GOVERNED BY THE 
LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS 
PRINCIPLES THEREOF.  Whenever possible, each provision of this Guaranty and 
any other statement, instrument or transaction contemplated hereby or 
relating hereto shall be interpreted in such manner as to be effective and 
valid under such applicable law, but, if any provision of this Guaranty or 
any other statement, instrument or transaction contemplated hereby or 
relating hereto shall be held to be prohibited or invalid under such 
applicable law, such provision shall be ineffective only to the extent of 
such prohibition or invalidity, without invalidating the remainder of such 
provision or the remaining 

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provisions of this Guaranty or  any other statement, instrument or 
transaction contemplated hereby or relating hereto.

          Section 22.  CONSENT TO JURISDICTION.  AT THE OPTION OF REPUBLIC, 
THIS GUARANTY MAY BE ENFORCED IN ANY FEDERAL COURT OR MINNESOTA STATE COURT 
SITTING IN HENNEPIN COUNTY, MINNESOTA, MINNESOTA; AND THE GUARANTOR CONSENTS 
TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT 
VENUE IN SUCH FORUMS IS NOT CONVENIENT.  IN THE EVENT THE GUARANTOR COMMENCES 
ANY ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY 
ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS 
GUARANTY,BANK AT ITS OPTION SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO 
ONE OF THE JURISDICTIONS AND VENUES ABOVE-DESCRIBED, OR IF SUCH TRANSFER 
CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED 
WITHOUT PREJUDICE.

          Section 23.  WAIVER OF JURY TRIAL.  EACH OF THE GUARANTOR AND 
REPUBLIC, BY ITS ACCEPTANCE OF THIS GUARANTY, IRREVOCABLY WAIVES ANY AND ALL 
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO 
THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY.

          Section 24.  COUNTERPARTS.  This Guaranty may be executed in any 
number of counterparts, each of which when so executed and delivered shall be 
deemed an original, but all such counterparts together shall constitute but 
one and the same instrument.

          Section 25.  GENERAL.  All representations and warranties contained 
in this Guaranty or in any other agreement between the Guarantor and Bank 
shall survive the execution, delivery and performance of this Guaranty and 
the creation and payment of the Obligations.  Captions in this Guaranty are 
for reference and convenience only and shall not affect the interpretation or 
meaning of any provision of this Guaranty.

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          IN WITNESS WHEREOF, the Guarantor has executed this Guaranty as of 
the date first above written.

                                   GUARANTOR:

                                 
                                   By 
                                      ----------------------------
                                   Joel A. Ronning
                    
Address for Guarantor:

6300 Smithtown Road
Victoria, Minnesota 55331

     
Address for Bank:

FIRST BANK NATIONAL ASSOCIATION
2338 Central Avenue NE,
Minneapolis, MN 55418
Fax: (612) 782-1801

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