**EXHIBIT
      10.33**






**California
      Bank & Trust**




***Continuing
      Guaranty***




**Borrower:**  **Collectors
      Finance Corporation,** **a
      California corporation**




**Guarantor:**  **Collectors
      Universe, Inc.,** **a
      Delaware corporation**




**Date:**  **June
      30, 2005**




**This
      Continuing Guaranty** (this
      "Guaranty") is executed by the above-named guarantor ("Guarantor"), as of the
      above date, in favor of CALIFORNIA BANK & TRUST, a California banking
      corporation ("CB&T"), with offices at 550 South Hope Street,
      3 rd Floor,
      Los Angeles, California 90071, with respect to the Indebtedness (as
      hereinafter defined) of the above-named borrowers (jointly and severally, the
      "Borrower").









1


**1.**  ***Continuing
      Guaranty*** .
      Guarantor hereby unconditionally guarantees and promises to pay on demand to
      CB&T, at the address indicated above, or at such other address as CB&T
      may direct, in lawful money of the United States, and to perform for the benefit
      of CB&T, as and for Guarantor's own debt, all Indebtedness of Borrower now
      or hereafter owing to or held by CB&T, until the Indebtedness has been
      indefeasibly paid in full in accordance with Section 12 hereof. As used
      herein, the term "Indebtedness" is used in its most comprehensive sense and
      shall mean and include without limitation: (a) any and all debts, duties,
      obligations, liabilities, representations, warranties and guaranties of Borrower
      under that certain Loan and Security Agreement of even date herewith heretofore,
      now, or hereafter made, incurred, or created, however arising, whether voluntary
      or involuntary, due or not due, absolute or contingent, liquidated or
      unliquidated, certain or uncertain, determined or undetermined, monetary or
      nonmonetary, written or oral, and whether Borrower may be liable individually
      or
      jointly with others, and regardless of whether recovery thereon may be or
      hereafter become barred by any statute of limitations, discharged or
      uncollectible in any bankruptcy, insolvency or other proceeding, or otherwise
      unenforceable; and (b) any and all amendments and modifications, of
      any or
      all of the foregoing, including without limitation amendments and modifications
      which are evidenced by any new or additional instruments, documents or
      agreements; and (c) any and all attorneys' fees, court costs, and
      collection charges incurred in endeavoring to collect or enforce any of the
      foregoing against Borrower, Guarantor, or any other person liable thereon
      (whether or not suit be brought) and any other expenses of, for or incidental
      to
      collection thereof; provided , however ,
      that
      unless this Guaranty is renewed by Guarantor, Indebtedness shall not include
      any
      of the foregoing relating to loans made by CB&T to Borrower after the date
      hereof. As used herein, the term "Borrower" shall include any successor to
      the
      business and assets of Borrower, and shall also include Borrower in its capacity
      as a debtor or debtor in possession under the federal Bankruptcy Code, and
      any
      trustee, custodian or receiver for Borrower or any of its assets, should
      Borrower hereafter become the subject of any bankruptcy or insolvency
      proceeding, voluntary or involuntary; and all indebtedness, liabilities and
      obligations incurred by any such person shall be included in the Indebtedness
      guaranteed hereby. This Guaranty is given in consideration for credit and other
      financial accommodations which may, from time to time, be given by CB&T to
      Borrower in CB&T's sole discretion, but Guarantor acknowledges and agrees
      that acceptance by CB&T of this Guaranty shall not constitute a commitment
      of any kind by CB&T to extend such credit or other financial accommodation
      to Borrower or to permit Borrower to incur Indebtedness to
      CB&T.




**2.**  ***Performance
      Under This Guaranty*** .
      In the
      event that Borrower fails to make any payment of any Indebtedness on or before
      the due date thereof, or perform, keep, observe or fulfill any obligation,
      agreement or covenant included in the Indebtedness on or before the due date
      thereof, Guarantor immediately shall cause such Indebtedness to by paid,
      performed, kept, observed, or fulfilled, as the case may be.




**3.**  ***Waivers*** .
      Guarantor hereby waives: (a) presentment for payment, notice of dishonor,
      demand, protest, and notice thereof as to any instrument, and, to the extent
      permitted by law, all other notices and demands to which Guarantor might be
      entitled, including without limitation notice of all of the following: the
      acceptance hereof; the creation, existence, or acquisition of any Indebtedness;
      the amount of the Indebtedness from time to time outstanding; any foreclosure
      sale or other disposition of any property which secures any or all of the
      Indebtedness or which secures the obligations of any other guarantor of any
      or
      all of the Indebtedness; any adverse change in Borrower's financial position;
      any other fact which might increase Guarantor's risk; any default, partial
      payment or non-payment of all or any part of the Indebtedness; the occurrence
      of
      any other Event of Default (as hereinafter defined); any and all agreements
      and
      arrangements between CB&T and Borrower and any changes, modifications, or
      extensions thereof, and any revocation, modification or release of any guaranty
      of any or all of the Indebtedness by any person (including without limitation
      any other person signing this Guaranty); (b) any right to require CB&T
      to institute suit against, or to exhaust its rights and remedies against,
      Borrower or any other person, or to proceed against any property of any kind
      which secures all or any part of the Indebtedness, or to exercise any right
      of
      offset or other right with respect to any reserves, credits or deposit accounts
      held by or maintained with CB&T or any indebtedness of CB&T to Borrower,
      or to exercise any other right or power, or pursue any other remedy CB&T may
      have; (c) any defense arising by reason of any disability or other defense
      of Borrower or any other guarantor or any endorser, co-maker or other person
      (other than payment in full of the Indebtedness), or by reason of the cessation
      from any cause whatsoever of any liability of Borrower or any other guarantor
      or
      any endorser, co-maker or other person, with respect to all or any part of
      the
      Indebtedness, or by reason of any act or omission of CB&T or others which
      directly or indirectly results in the discharge or release of Borrower or any
      other guarantor or any other person or any Indebtedness or any security
      therefor, whether by operation of law or otherwise; (d) any defense
      arising
      by reason of any failure of CB&T to obtain, perfect, maintain or keep in
      force any security interest in, or lien or encumbrance upon, any property of
      Borrower or any other person; (e) any defense based upon any failure
      of
      CB&T to give Guarantor notice of any sale or other disposition of any
      property securing any or all of the Indebtedness, or any defects in any such
      notice that may be given, or any failure of CB&T to comply with any
      provision of applicable law in enforcing any security interest in or lien upon
      any property securing any or all of the Indebtedness including, but not limited
      to, any failure by CB&T to dispose of any property securing any or all of
      the Indebtedness in a commercially reasonable manner; (f) any defense
      based
      upon or arising out of any bankruptcy, insolvency, reorganization, arrangement,
      readjustment of debt, liquidation or dissolution proceeding commenced by or
      against Borrower or any other guarantor or any endorser, co-maker or other
      person, including without limitation any discharge of, or bar against
      collecting, any of the Indebtedness (including without limitation any interest
      thereon), in or as a result of any such proceeding; and (g) the benefit
      of
      any and all statutes of limitation with respect to any action based upon,
      arising out of or related to this Guaranty. Until all of the Indebtedness has
      been paid, performed, and discharged in full, nothing shall discharge or satisfy
      the liability of Guarantor hereunder except the full performance and payment
      of
      all of the Indebtedness. If any claim is ever made upon CB&T for repayment
      or recovery of any amount or amounts received by CB&T in payment of or on
      account of any of the Indebtedness, because of any claim that any such payment
      constituted a preferential transfer or fraudulent conveyance, or for any other
      reason whatsoever, and CB&T repays all or part of said amount by reason of
      any judgment, decree or order of any court or administrative body having
      jurisdiction over CB&T or any of its property, or by reason of any
      settlement or compromise of any such claim effected by CB&T with any such
      claimant (including without limitation the Borrower), then and in any such
      event, Guarantor agrees that any such judgment, decree, order, settlement and
      compromise shall be binding upon Guarantor, notwithstanding any revocation
      or
      release of this Guaranty or the cancellation of any note or other instrument
      evidencing any of the Indebtedness, or any release of any of the Indebtedness,
      and Guarantor shall be and remain liable to CB&T under this Guaranty for the
      amount so repaid or recovered, to the same extent as if such amount had never
      originally been received by CB&T, and the provisions of this sentence shall
      survive, and continue in effect, notwithstanding any revocation or release
      of
      this Guaranty. Until such time as the Indebtedness is paid in full, Guarantor
      hereby expressly and unconditionally postpones all rights of subrogation,
      reimbursement and indemnity of every kind against Borrower, and all rights
      of
      recourse to any assets or property of Borrower, and all rights to any collateral
      or security held for the payment and performance of any Indebtedness, including
      (but not limited to) any of the foregoing rights which Guarantor may have under
      any present or future document or agreement with any Borrower or other person,
      and including (but not limited to) any of the foregoing rights which Guarantor
      may have under any equitable doctrine of subrogation, implied contract, or
      unjust enrichment, or any other equitable or legal doctrine. Neither CB&T,
      nor any of its directors, officers, employees, agents, attorneys or any other
      person affiliated with or representing CB&T shall be liable for any claims,
      demands, losses or damages, of any kind whatsoever, made, claimed, incurred
      or
      suffered by Guarantor or any other party through the ordinary negligence of
      CB&T, or any of its directors, officers, employees, agents, attorneys or any
      other person affiliated with or representing CB&T.




2


**4.**  ***Consents*** .
      Guarantor hereby consents and agrees that, without notice to or by Guarantor
      and
      without affecting or impairing in any way the obligations or liability of
      Guarantor hereunder, CB&T may, from time to time before or after revocation
      of this Guaranty, do any one or more of the following in CB&T's sole and
      absolute discretion: (a) accelerate, accept partial payments of, compromise
      or settle, renew, extend the time for the payment, discharge, or performance
      of,
      refuse to enforce, and release all or any parties to, any or all of the
      Indebtedness; (b) grant any other indulgence to Borrower or any other
      person in respect of any or all of the Indebtedness or any other matter;
      (c) accept, release, waive, surrender, enforce, exchange, modify, impair,
      or extend the time for the performance, discharge, or payment of, any and all
      property of any kind securing any or all of the Indebtedness or any guaranty
      of
      any or all of the Indebtedness, or on which CB&T at any time may have a
      lien, or refuse to enforce its rights or make any compromise or settlement
      or
      agreement therefor in respect of any or all of such property;
      (d) substitute or add, or take any action or omit to take any action
      which
      results in the release of, any one or more endorsers or guarantors of all or
      any
      part of the Indebtedness, including, without limitation one or more parties
      to
      this Guaranty, regardless of any destruction or impairment of any right of
      contribution or other right of Guarantor; (e) amend, alter or change
      in any
      respect whatsoever any term or provision relating to any or all of the
      Indebtedness, including the rate of interest thereon; (f) apply any
      sums
      received from Borrower, any other guarantor, endorser, or co-signer, or from
      the
      disposition of any collateral or security, to any indebtedness whatsoever owing
      from such person or secured by such collateral or security, in such manner
      and
      order as CB&T determines in its sole discretion, and regardless of whether
      such indebtedness is part of the Indebtedness, is secured, or is due and
      payable; (g) apply any sums received from Guarantor or from the disposition
      of any collateral or security securing the obligations of Guarantor, to any
      of
      the Indebtedness in such manner and order as CB&T determines in its sole
      discretion, regardless of whether or not such Indebtedness is secured or is
      due
      and payable. Guarantor consents and agrees that CB&T shall be under no
      obligation to marshal any assets in favor of Guarantor, or against or in payment
      of any or all of the Indebtedness. Guarantor further consents and agrees that
      CB&T shall have no duties or responsibilities whatsoever with respect to any
      property securing any or all of the Indebtedness which is not in the possession
      of CB&T. Without limiting the generality of the foregoing, CB&T shall
      have no obligation to monitor, verify, audit, examine, or obtain or maintain
      any
      insurance with respect to, any property securing any or all of the
      Indebtedness.




**5.**  ***Account
      Stated*** .
      CB&T's books and records showing the account between it and the Borrower
      shall be admissible in evidence in any action or proceeding as prima facie
      proof
      of the items therein set forth. CB&T's monthly statements rendered to
      Borrower shall be binding upon Guarantor (whether or not Guarantor receives
      copies thereof), and shall constitute an account stated between CB&T and
      Borrower, unless CB&T receives a written statement of Borrower's exceptions
      within 30 days after the statement was mailed to Borrower. Guarantor
      assumes full responsibility for obtaining copies of such monthly statements
      from
      Borrower, if Guarantor desires such copies.




**6.**  ***Exercise
      of Rights and Remedies; Foreclosure of Trust Deeds*** .
      Guarantor consents and agrees that, without notice to or by Guarantor and
      without affecting or impairing in any way the obligations or liability of
      Guarantor hereunder, CB&T may, from time to time, exercise any right or
      remedy it may have with respect to any or all of the Indebtedness or any
      property securing any or all of the Indebtedness or any guaranty thereof,
      including without limitation, judicial foreclosure, nonjudicial foreclosure,
      exercise of a power of sale, and taking a deed, assignment or transfer in lieu
      of foreclosure as to any such property, and Guarantor expressly waives any
      defense based upon the exercise of any such right or remedy, notwithstanding
      the
      effect thereof upon any of Guarantor's rights, including without limitation,
      any
      destruction of Guarantor's right of subrogation against Borrower and any
      destruction of Guarantor's right of contribution or other right against any
      other guarantor of any or all of the Indebtedness or against any other person,
      whether by operation of Sections 580a, 580d or 726 of the California
      Code
      of Civil Procedure, or any comparable provisions of the laws of any other
      jurisdiction, or any other statutes or rules of law now or hereafter in effect,
      or otherwise. Pursuant to Section 2856 of the California Civil Code,
      Guarantor waives all rights and defenses that Guarantor may have because the
      Indebtedness is secured by real property. This means, among other things:
      (a) CB&T may collect from Guarantor without first foreclosing on any
      real or personal property collateral pledged by Borrower or any other guarantor;
      and (b) if CB&T forecloses on any real property collateral pledged by
      Borrower or any other guarantor: (i) the amount of the Indebtedness
      may be
      reduced only by the price for which that collateral is sold at the foreclosure
      sale, even if the collateral is worth more than the sale price; and
      (ii) CB&T may collect from Guarantor even if CB&T, by foreclosing
      on such real property collateral, has destroyed any right Guarantor may have
      to
      collect from Borrower or such other guarantor. This is an unconditional and
      irrevocable waiver of any rights and defenses Guarantor may have because the
      Indebtedness is secured by real property. These rights and defenses include,
      but
      are not limited to, any rights or defenses based upon Section 580a,
      580b,
      580d, or 726 of the California Code of Civil Procedure.




3


**7.**  ***Right
      to Attachment Remedy*** .
      Guarantor agrees that, notwithstanding the existence of any property securing
      any or all of the Indebtedness, CB&T shall have all of the rights of an
      unsecured creditor of Guarantor, including without limitation the right to
      obtain a temporary protective order and writ of attachment against Guarantor
      with respect to any sums due under this Guaranty. Guarantor further agrees
      that
      in the event any property secures the obligations of Guarantor under this
      Guaranty, to the extent that CB&T, in its sole and absolute discretion,
      determines prior to the disposition of such property that the amount to be
      realized by CB&T therefrom may be less than the indebtedness of the
      Guarantor under this Guaranty, CB&T shall have all the rights of an
      unsecured creditor against Guarantor, including without limitation the right
      of
      CB&T, prior to the disposition of said property, to obtain a temporary
      protective order and writ of attachment against Guarantor. Guarantor waives
      the
      benefit of Section 483.010(b) of the California Code of Civil Procedure and
      of
      any and all other statutes and rules of law now or hereafter in effect requiring
      CB&T to first resort to or exhaust all such collateral before seeking or
      obtaining any attachment remedy against Guarantor. CB&T shall have no
      liability to Guarantor as a result thereof, whether or not the actual deficiency
      realized by CB&T is less than the anticipated deficiency on the basis of
      which CB&T obtains a temporary protective order or writ of
      attachment.




**8.**  ***Indemnity*** .
      Guarantor hereby agrees to indemnify and hold CB&T harmless from and against
      any and all claims, debts, liabilities, demands, obligations, actions, causes
      of
      action, penalties, costs and expenses (including without limitation attorneys'
      fees), of every nature, character and description, which CB&T may sustain or
      incur based upon or arising out of any of the Indebtedness, any actual or
      alleged failure to collect and pay over any withholding or other tax relating
      to
      Borrower or its employees, any relationship or agreement between CB&T and
      Borrower, any actual or alleged failure of CB&T to comply with any writ of
      attachment or other legal process relating to Borrower or any of its property,
      or any other matter, cause or thing whatsoever occurred, done, omitted or
      suffered to be done by CB&T relating in any way to Borrower or the
      Indebtedness (except any such amounts sustained or incurred as the result of
      the
      gross negligence or willful misconduct of CB&T or any of its directors,
      officers, employees, agents, attorneys, or any other person affiliated with
      or
      representing CB&T). Notwithstanding any provision in this Guaranty to the
      contrary, the indemnity agreement set forth in this Section shall survive any
      termination or revocation of this Guaranty and shall for all purposes continue
      in full force and effect.




**9.**  ***Subordination*** .
      Any and
      all rights of Guarantor under any and all debts, liabilities and obligations
      owing from Borrower to Guarantor, including any security for and guaranties
      of
      any such obligations, whether now existing or hereafter arising, are hereby
      subordinated in right of payment to the prior payment in full of all of the
      Indebtedness. Notwithstanding the foregoing, until an Event of Default has
      occurred, Guarantor may receive payments in respect of any such subordinated
      obligations while Indebtedness is outstanding. If any Event of Default has
      occurred, Borrower and any assignee, trustee in bankruptcy, receiver, or any
      other person having custody or control over any or all of Borrower's property
      are hereby authorized and directed to pay to CB&T the entire unpaid balance
      of the Indebtedness before making any payments whatsoever to Guarantor, whether
      as a creditor, shareholder, or otherwise; and insofar as may be necessary for
      that purpose, Guarantor hereby assigns and transfers to CB&T solely as
      security for the obligations of Guarantor under this Section 9 all rights
      to any and all debts, liabilities and obligations owing from Borrower to
      Guarantor, including any security for and guaranties of any such obligations,
      whether now existing or hereafter arising, including without limitation any
      payments out of the business or assets of Borrower. Any amounts received by
      Guarantor in violation of the foregoing provisions shall be received and held
      as
      trustee for the benefit of CB&T and shall forthwith be paid over to CB&T
      to be applied to the Indebtedness in such order and sequence as CB&T shall
      in its sole discretion determine, without limiting or affecting any other right
      or remedy which CB&T may have hereunder or otherwise and without otherwise
      affecting the liability of Guarantor hereunder. Guarantor hereby expressly
      waives any right to set-off or assert any counterclaim against
      Borrower.




4


**10.**  ***Continuing
      Guaranty*** .
      This
      Guaranty includes Indebtedness arising under successive transactions continuing,
      compromising, extending, increasing, modifying, releasing, or renewing the
      Indebtedness, changing the interest rate, payment terms, or other terms and
      conditions thereof, or creating new or additional Indebtedness after prior
      Indebtedness has been satisfied in whole or in part. Guarantor hereby waives
      and
      agrees not to assert any right Guarantor has under Section 2815 of the
      California Civil Code, or otherwise, to revoke this Guaranty as to future
      Indebtedness.




**11.**  ***Independent and
      Primary Liability*** .
      This
      Guaranty is a primary and original obligation of Guarantor, is not merely the
      creation of a surety relationship, and is an absolute, unconditional, and
      continuing guaranty of payment and performance which shall remain in full force
      and effect without respect to future changes in conditions, including any change
      of law or any invalidity or irregularity with respect to any of the agreements
      between Borrower and CB&T. Guarantor agrees that Guarantor is severally and
      not jointly and severally liable, with any other guarantor of the Indebtedness,
      to CB&T, to the extent set forth in Section 2 hereof, that the
      obligations of Guarantor hereunder are independent of the obligations of
      Borrower or any other guarantor, and that a separate action may be brought
      against Guarantor whether such action is brought against Borrower or any other
      guarantor or whether Borrower or any such other guarantor is joined in such
      action. Guarantor agrees that Guarantor's liability hereunder shall be immediate
      and shall not be contingent upon the exercise or enforcement by CB&T of
      whatever remedies it may have against Borrower or any other guarantor, or the
      enforcement of any lien or realization upon any security CB&T may at any
      time possess. Guarantor agrees that any release which may be given by CB&T
      to Borrower or any other guarantor shall not release Guarantor (other than
      as a
      result of payment in full of the Indebtedness). The liability of Guarantor
      hereunder shall not be affected, revoked, impaired, or reduced by any one or
      more of the following: (a) any direction as to the application of payment
      by Borrower or by any other party; or (b) any other continuing or
      restrictive guaranty or undertaking or any limitation on the liability of any
      other guarantor (whether under this Guaranty or under any other agreement);
      or
      (c) any payment on or reduction of any such other guaranty or undertaking;
      or (d) any revocation, amendment, modification or release of any such
      other
      guaranty or undertaking. Guarantor hereby expressly represents that he was
      not
      induced to give this Guaranty by the fact that there are or may be other
      guarantors either under this Guaranty or otherwise, and Guarantor agrees that
      any release of any one or more of such other guarantors shall not release
      Guarantor from his obligations hereunder either in full or to any lesser
      extent.




**12.**  ***Indefeasible
      Payment*** .
      The
      Indebtedness shall not be considered indefeasibly paid for purposes of this
      Guaranty unless and until all payments to CB&T are no longer subject to any
      right on the part of any person, including Borrower, Borrower as a debtor in
      possession, or any trustee (whether appointed under the Bankruptcy Code or
      otherwise) of any of Borrower's assets, to invalidate or set aside such payments
      or to seek to recoup the amount of such payments or any portion thereof, or
      to
      declare same to be fraudulent or preferential. In the event that, for any
      reason, any portion of such payments to CB&T is set aside or restored,
      whether voluntarily or involuntarily, after the making thereof, then the
      obligation intended to be satisfied thereby shall be revived and continued
      in
      full force and effect as if said payment or payments had not been made, and
      Guarantor shall be liable for the full amount CB&T is required to repay plus
      any and all costs and expenses (including attorneys' fees and expenses and
      attorneys' fees and expenses incurred pursuant to proceedings arising under
      the
      Bankruptcy Code) paid by CB&T in connection therewith.




**13.**  ***Financial
      Condition of Borrower*** .
      Guarantor is fully aware of the financial condition of Borrower and is executing
      and delivering this Guaranty at Borrower's request and based solely upon his
      own
      independent investigation of all matters pertinent hereto, and Guarantor is
      not
      relying in any manner upon any representation or statement of CB&T with
      respect thereto. Guarantor represents and warrants that he is in a position
      to
      obtain, and Guarantor hereby assumes full responsibility for obtaining, any
      additional information concerning Borrower's financial condition and any other
      matter pertinent hereto as Guarantor may desire, and Guarantor is not relying
      upon or expecting CB&T to furnish to him any information now or hereafter in
      CB&T's possession concerning the same or any other matter. By executing this
      Guaranty, Guarantor knowingly accepts the full range of risks encompassed within
      a contract of continuing guaranty, which risks Guarantor acknowledges include
      without limitation the possibility that Borrower will incur additional
      Indebtedness for which Guarantor will be liable hereunder after Borrower's
      financial condition or ability to pay such Indebtedness has deteriorated and/or
      after bankruptcy or insolvency proceedings have been commenced by or against
      Borrower. Guarantor shall have no right to require CB&T to obtain or
      disclose any information with respect to the Indebtedness, the financial
      condition or character of Borrower, the existence of any collateral or security
      for any or all of the Indebtedness, the filing by or against Borrower of any
      bankruptcy or insolvency proceeding, the existence of any other guaranties
      of
      all or any part of the Indebtedness, any action or non-action on the part of
      CB&T, Borrower, or any other person, or any other matter, fact, or
      occurrence.




5


**14.**  ***Reports
      and Financial Statements of Guarantor*** .
      Guarantor shall, at its sole cost and expense, at any time and from time to
      time, prepare or cause to be prepared, and provide to CB&T upon CB&T's
      request (i) within ninety (90) days of the end of each fiscal year,
      copies
      of the Guarantor’s annual audited financial statements and reports concerning
      Guarantor for such periods of time as CB&T may designate, (ii)  within
      thirty (30) days of the end of each month, copies of the Guarantor’s interim
      financial statements (iii) any other information concerning Guarantor's
      business, financial condition or affairs as CB&T may request, and
      (iv) within fifteen (15) days after the filing thereof, copies of any
      and
      all foreign, federal, state and local tax returns and reports of or relating
      to
      Guarantor as CB&T may from time to time request. Guarantor hereby
      intentionally and knowingly waives any and all rights and privileges it may
      have
      not to divulge or deliver said tax returns, reports and other information which
      are requested by CB&T hereunder or in any litigation in which CB&T may
      be involved relating directly or indirectly to Borrower or to Guarantor.
      Guarantor further agrees immediately to give written notice to CB&T of any
      adverse change in Guarantor's financial condition. All reports and information
      furnished to CB&T hereunder shall be complete, accurate and correct in all
      respects. Whenever requested, Guarantor shall further deliver to CB&T a
      certificate signed by Guarantor warranting and representing that all reports,
      financial statements and other documents and information delivered or caused
      to
      be delivered to CB&T under this Guaranty, are complete, correct and
      thoroughly and accurately present the financial condition of Guarantor, and
      that
      there exists on the date of delivery of said certificate to CB&T no
      condition or event which constitutes an Event of Default under this
      Guaranty.




**15.**  ***Representations
      and Warranties*** .
      Guarantor hereby represents and warrants to CB&T that: (i) the
      execution, delivery and performance of this Guaranty do not result in a breach
      of or constitute a default under any contract, obligation, indenture or other
      instrument to which Guarantor is a party or by which Guarantor is bound or
      affected; and (ii) there is no law, rule or regulation, nor is there any
      judgment, decree or order of any court or governmental authority binding on
      Guarantor which would be contravened by the execution, delivery, performance
      or
      enforcement of this Guaranty and the other agreements, instruments and documents
      executed by Guarantor in connection herewith (collectively, with this Guaranty,
      the "Guarantor Loan Documents"). Upon their execution and delivery in accordance
      with their respective terms, the Guarantor Loan Documents will constitute legal,
      valid and binding agreements and obligations of Guarantor enforceable against
      Guarantor in accordance with their respective terms, except as enforceability
      may be limited by bankruptcy, insolvency, fraudulent conveyance, and similar
      laws and equitable principles affecting the enforcement of creditors' rights
      generally; (iv) no approval, consent, exemption or other action by, or notice
      to
      or filing with, any governmental authority is necessary in connection with
      the
      execution, delivery, performance or enforcement of the Guarantor Loan Documents;
      and (v) it is in Guarantor's direct interest to assist Borrower in procuring
      credit, because Borrower is an affiliate of Guarantor, furnishes goods or
      services to Guarantor, purchases or acquires goods or services from Guarantor,
      and/or otherwise has a direct or indirect corporate or business relationship
      with Guarantor.




**16.**  ***Financial
      Covenants and Other Covenants*** .




(a)  Guarantor
      shall maintain at all times a maximum Total Liabilities to Tangible Net Worth
      ratio of 0.75:1.00, measured quarterly or such other ratio as CB&T may
      approve in writing following any merger, consolidation or acquisition approved
      by CB&T or any Permitted Acquisition;




(b)  Guarantor
      shall not experience two (2) consecutive quarterly pre-tax losses (exclusive
      of
      any expense associated with goodwill impairment) measured quarterly;
      and




(c)  Guarantor
      shall not experience a pre-tax loss in any fiscal year (exclusive of any expense
      associated with goodwill impairment).




(d)  Guarantor
      shall not merge or consolidated with or acquire any other person without
      CB&T’s prior written consent other than the Permitted
      Acquisitions.




(e)  Guarantor
      shall not declare or pay cash dividends upon any of its stock or distribute
      any
      of its property or redeem, retire, purchase or acquire directly or indirectly
      any of its stock; provided , however ,
      Guarantor may declare or pay cash dividends upon its stock or distribute any
      of
      its property or redeem, retire, purchase or acquire directly or indirectly
      any
      of its stock so long as such cash dividends, property distributions, or stock
      redemptions, retirements or purchases do not exceed Guarantor’s annual net
      profit to be measured on an annual basis.




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“ Permitted
      Acquisitions ”
      means
      acquisitions made by the Guarantor that do not exceed Five Million Dollars
      ($5,000,000) in the aggregate in any fiscal year.




“ Tangible
      Net Worth ”
      means
      the book value of Guarantor’s assets, less ,
      goodwill, patents, trademarks, copyrights, franchises, formulas, leasehold
      interests, leasehold improvements, non-compete agreements, engineering plans,
      deferred tax benefits, organization costs, amounts due from affiliates, and
      any
      other assets of Guarantor that would be treated as intangible assets on
      Guarantor's balance sheet prepared in accordance with GAAP, less Total
      Liabilities.




“ Total
      Liabilities ”
      means,
      as of the date of determination, all obligations of the Guarantor that should
      be
      classified as liabilities on a balance sheet in accordance with GAAP.




Notwithstanding
      the foregoing, no default shall exist with respect to Guarantor not satisfying
      Section 16(a), (b) and (e) as a result of an acquisition, consolidation
      or
      merger not approved by CB&T for a period of three (3) months from the date
      of such acquisition, consolidation or merger.




**17.**  ***Costs*** .
      Whether
      or not suit be instituted, Guarantor agrees to reimburse CB&T on demand for
      all attorneys' fees and all other costs and expenses incurred by CB&T in
      enforcing this Guaranty, or arising out of or relating in any way to this
      Guaranty, or in enforcing any of the Indebtedness against Borrower, Guarantor,
      or any other person, or in connection with any property of any kind securing
      all
      or any part of the Indebtedness. Without limiting the generality of the
      foregoing, and in addition thereto, Guarantor shall reimburse CB&T on demand
      for all attorneys' fees and costs CB&T incurs in any way relating to
      Guarantor, Borrower or the Indebtedness, in order to: obtain legal advice;
      enforce or seek to enforce any of its rights; commence, intervene in, respond
      to, or defend any action or proceeding; file, prosecute or defend any claim
      or
      cause of action in any action or proceeding (including without limitation any
      probate claim, bankruptcy claim, third-party claim, secured creditor claim,
      reclamation complaint, and complaint for relief from any stay under the
      Bankruptcy Code or otherwise); protect, obtain possession of, sell, lease,
      dispose of or otherwise enforce any security interest in or lien on any property
      of any kind securing any or all of the Indebtedness; or represent CB&T in
      any litigation with respect to Borrower's or Guarantor's affairs. In the event
      either CB&T or Guarantor files any lawsuit against the other predicated on a
      breach of this Guaranty, the prevailing party in such action shall be entitled
      to recover its attorneys' fees and costs of suit from the non-prevailing
      party.




**18.**  ***Notices*** .
      Any
      notice which a party shall be required or shall desire to give to the other
      hereunder (except for notice of revocation, which shall be governed by Section
      10 of this Guaranty) shall be given by personal delivery or by telecopier or
      by
      depositing the same in the United States mail, first class postage pre-paid,
      addressed to CB&T at its address set forth in the heading of this Guaranty
      and to Guarantor at his address set forth under his signature hereon, and such
      notices shall be deemed duly given on the date of personal delivery or one
      day
      after the date telecopied or three business days after the date of mailing
      as
      aforesaid. CB&T and Guarantor may change their address for purposes of
      receiving notices hereunder by giving written notice thereof to the other party
      in accordance herewith. Guarantor shall give CB&T immediate written notice
      of any change in his address.




**19.**  ***Claims*** .
      Guarantor agrees that any claim or cause of action by Guarantor against
      CB&T, or any of CB&T's directors, officers, employees, agents,
      accountants or attorneys, based upon, arising from, or relating to this
      Guaranty, or any other present or future agreement between CB&T and
      Guarantor or between CB&T and Borrower, or any other transaction
      contemplated hereby or thereby or relating hereto or thereto, or any other
      matter, cause or thing whatsoever, whether or not relating hereto or thereto,
      occurred, done, omitted or suffered to be done by CB&T, or by CB&T's
      directors, officers, employees, agents, accountants or attorneys, whether
      sounding in contract or in tort or otherwise, shall be barred unless asserted
      by
      Guarantor by the commencement of an action or proceeding in a court of competent
      jurisdiction within Los Angeles County, California, by the filing of a complaint
      within one year after the first act, occurrence or omission upon which such
      claim or cause of action, or any part thereof, is based and service of a summons
      and complaint on an officer of CB&T or any other person authorized to accept
      service of process on behalf of CB&T, within 30 days thereafter. Guarantor
      agrees that such one year period is a reasonable and sufficient time for
      Guarantor to investigate and act upon any such claim or cause of action. The
      one
      year period provided herein shall not be waived, tolled, or extended except
      by a
      specific written agreement of CB&T. This provision shall survive any
      termination of this Guaranty or any other agreement.




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**20.**  ***Construction; Severability*** .
      If more
      than one person has executed this Guaranty, the term "Guarantor" as used herein
      shall be deemed to refer to all and any one or more such persons and their
      obligations hereunder shall be joint and several. Without limiting the
      generality of the foregoing, if more than one person has executed this Guaranty,
      this Guaranty shall in all respects be interpreted as though each person signing
      this Guaranty had signed a separate Guaranty, and references herein to "other
      guarantors" or words of similar effect shall include without limitation other
      persons signing this Guaranty. As used in this Guaranty, the term "property"
      is
      used in its most comprehensive sense and shall mean all property of every kind
      and nature whatsoever, including without limitation real property, personal
      property, mixed property, tangible property and intangible property. Words
      used
      herein in the masculine gender shall include the neuter and feminine gender,
      words used herein in the neuter gender shall include the masculine and feminine,
      words used herein in the singular shall include the plural and words used in
      the
      plural shall include the singular, wherever the context so reasonably requires.
      If any provision of this Guaranty or the application thereof to any party or
      circumstance is held invalid, void, inoperative or unenforceable, the remainder
      of this Guaranty and the application of such provision to other parties or
      circumstances shall not be affected thereby, the provisions of this Guaranty
      being severable in any such instance.




**21.**  ***General
      Provisions*** .
      CB&T shall have the right to seek recourse against Guarantor to the full
      extent provided for herein and in any other instrument or agreement evidencing
      obligations of Guarantor to CB&T, and against Borrower to the full extent of
      the Indebtedness. No election in one form of action or proceeding, or against
      any party, or on any obligation, shall constitute a waiver of CB&T's right
      to proceed in any other form of action or proceeding or against any other party.
      The failure of CB&T to enforce any of the provisions of this Guaranty at any
      time or for any period of time shall not be construed to be a waiver of any
      such
      provision or the right thereafter to enforce the same. All remedies hereunder
      shall be cumulative and shall be in addition to all rights, powers and remedies
      given to CB&T by law or under any other instrument or agreement. Time is of
      the essence in the performance by Guarantor of each and every obligation under
      this Guaranty. If Borrower is a corporation, partnership or other entity,
      Guarantor hereby agrees that CB&T shall have no obligation to inquire into
      the power or authority of Borrower or any of its officers, directors, partners,
      or agents acting or purporting to act on its behalf, and any Indebtedness made
      or created in reliance upon the professed exercise of any such power or
      authority shall be included in the Indebtedness guaranteed hereby. This Guaranty
      is the entire and only agreement between Guarantor and CB&T with respect to
      the guaranty of the Indebtedness of Borrower by Guarantor, and all
      representations, warranties, agreements, or undertakings heretofore or
      contemporaneously made, which are not set forth herein, are superseded hereby.
      No course of dealings between the parties, no usage of the trade, and no parole
      or extrinsic evidence of any nature shall be used or be relevant to supplement
      or explain or modify any term or provision of this Guaranty. There are no
      conditions to the full effectiveness of this Guaranty. The terms and provisions
      hereof may not be waived, altered, modified, or amended except in a writing
      executed by Guarantor and a duly authorized officer of CB&T. All rights,
      benefits and privileges hereunder shall inure to the benefit of and be
      enforceable by CB&T and its successors and assigns and shall be binding upon
      Guarantor and his heirs, executors, administrators, personal representatives,
      successors and assigns. Section headings are used herein for convenience only.
      Guarantor acknowledges that the same may not describe completely the subject
      matter of the applicable Section, and the same shall not be used in any manner
      to construe, limit, define or interpret any term or provision
      hereof.




**22.**  ***Governing
      Law; Venue and Jurisdiction*** .
      This
      instrument and all acts and transactions pursuant or relating hereto and all
      rights and obligations of the parties hereto shall be governed, construed,
      and
      interpreted in accordance with the internal laws of the State of California
      without regard for principles of conflicts of laws. In order to induce CB&T
      to accept this Guaranty, and as a material part of the consideration therefor,
      Guarantor (i) agrees that all actions or proceedings relating directly
      or
      indirectly hereto shall, at the option of CB&T, be litigated in courts
      located within Los Angeles County, California; (ii) consents to the
      jurisdiction of any such court and consents to the service of process in any
      such action or proceeding by personal delivery or any other method permitted
      by
      law; and (iii) waives any and all rights Guarantor may have to transfer
      or
      change the venue of any such action or proceeding.




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**23.**  ***Mutual
      Waiver of Right to Jury Trial*** .
      CB&T AND GUARANTOR HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION,
      CLAIM, LAWSUIT OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING
      TO: (i) THIS GUARANTEE OR ANY SUPPLEMENT OR AMENDMENT THERETO; OR (ii) ANY
      BREACH, CONDUCT, ACTS OR OMISSIONS OF CB&T OR GUARANTOR OR ANY OF THEIR
      RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSON
      AFFILIATED WITH OR REPRESENTING CB&T OR GUARANTOR; IN EACH OF THE FOREGOING
      CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE




**24.**  *Receipt
      of Copy* .
      Guarantor acknowledges receipt of a copy of this Guaranty.







**COLLECTORS-UNIVERSE,
        INC.**
 **a
        Delaware Corporation**
 
 By:Name:Title
 
 
 **ACCEPTED
        AND AGREED**
 
 **CALIFORNIA
        BANK & TRUST**
 a
        California banking corporation
 
 By:Name:Title




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