<PAGE>


                                                                    Exhibit 10.6

                                    GUARANTY
                                    --------

     THIS  GUARANTY is made as of November 1, 2002, by 1025 Investments, Inc., a
Nevada  corporation  ("Guarantor"),  in  favor  Gemini  Growth  Fund, LP. or its
assigns  ("Lender").

RECITALS:

     1.  Trimedia  Entertainment  Group, Inc. (hereinafter collectively referred
to  as "Borrower") has executed in favor of Lender a certain convertible note of
even  date  herewith,  payable to the order of Lender in the aggregate principal
amount  of  $250,000  (such convertible notes, as from time to time amended, and
all  notes  given  in substitution, renewal or extension therefor or thereof, in
whole  or  in  part,  being  herein  collectively  called  the  "Note").

     2.  The  Note was executed pursuant to a Loan Agreement of approximate even
date  herewith, (herein, as from time to time amended, supplemented or restated,
called  the "Credit Agreement"), by and between Borrower and Lender, pursuant to
which  Lender  has  agreed  to  advance  funds  to  Borrower  under  the  Note.

     3.  It  is  a  condition  precedent to Lender`s obligation to advance funds
pursuant  to  the  Credit  Agreement that Guarantor shall execute and deliver to
Lender  a satisfactory guaranty of Borrower`s obligations under the Note and the
Credit  Agreement.

     4.  Guarantor  will  benefit directly or indirectly from the advances under
the  Note  to  Borrower.

     NOW,  THEREFORE,  in  consideration  of the premises, of the benefits which
will  inure  to  Guarantor from Lender`s advances of funds to Borrower under the
Credit  Agreement, and of Ten Dollars and other good and valuable consideration,
the  receipt  and  sufficiency  of  all of which are hereby acknowledged, and in
order  to  induce  Lender to advance funds under the Credit Agreement, Guarantor
hereby  agrees  with  Lender  as  follows:

AGREEMENTS:

     Section  1.  Definitions.  Reference is hereby made to the Credit Agreement
                  -----------
for  all  purposes.  All  terms  used  in this Guaranty which are defined in the
Credit  Agreement  and not otherwise defined herein shall have the same meanings
when  used  herein.  All  references  herein  to  any  Obligation Document, Loan
Document, or other document or instrument refer to the same as from time to time
amended,  supplemented  or  restated.  As  used herein the following terms shall
have  the  following  meanings:

     "Lender"  means all Persons who at any time are a "Lender" under the Credit
      ------
Agreement.

     "Obligations"  means collectively all of the indebtedness, obligations, and
      -----------
undertakings,  which are guaranteed by Guarantor and described in subsection (a)
and  (b)  of  Section  2.


<PAGE>

     "Obligation Documents" means this Guaranty, the Note, the Credit Agreement,
      --------------------
the  Loan  Documents,  all  other  documents and instruments under, by reason of
which,  or  pursuant  to  which  any  or  all  of the Obligations are evidenced,
governed,  secured,  or  otherwise  dealt  with,  and  all  other  documents,
instruments,  agreements,  certificates,  legal  opinions  and  other  writings
heretofore  or  hereafter  delivered  in  connection  herewith  or  therewith.

     "Obligors" means Borrower, Guarantor and any other endorsers, guarantors or
      --------
obligors,  primary  or  secondary,  of  any  or  all  of  the  Obligations.

     "Security"  means any rights, properties, or interests of Lender, under the
      --------
Obligation  Documents  or otherwise, which provide recourse or other benefits to
Lender  in connection with the Obligations or the non-payment or non-performance
thereof, including collateral (whether real or personal, tangible or intangible)
in  which  Lender  have  rights  under  or pursuant to any Obligation Documents,
guaranties  of  the  payment  or  performance  of  any Obligation, bonds, surety
agreements,  keep-well  agreements,  letters  of  credit, rights of subrogation,
rights  of offset, and rights pursuant to which other claims are subordinated to
the  Obligations.

     Section  2.  Guaranty.
                  --------

     (a)  Guarantor  hereby  irrevocably,  absolutely,  and  unconditionally
guarantees  to  Lender  the  prompt, complete, and full payment when due, and no
matter  how  the  same  shall  become  due,  of:

          (i)  the  Note,  including all principal, all interest thereon and all
     other  sums  payable  thereunder;  and

          (ii)  All  other  sums  payable  under the other Obligation Documents,
     whether  for  principal,  interest,  fees  or  otherwise;  and

          (iii) Any and all other indebtedness or liabilities which Borrower may
     at  any  time  owe  to  Lender, whether incurred heretofore or hereafter or
     concurrently  herewith, voluntarily or involuntarily, whether owed alone or
     with  others,  whether fixed, contingent, absolute, inchoate, liquidated or
     unliquidated,  whether  such  indebtedness  or  liability  arises by notes,
     discounts,  overdrafts,  open  account  indebtedness or in any other manner
     whatsoever, and including interest, attorneys` fees and collection costs as
     may  be  provided  by  law or in any instrument or agreement evidencing any
     such  indebtedness  or  liability.

Without  limiting  the  generality  of  the  foregoing,  Guarantor`s  liability
hereunder  shall extend to and include all post-petition interest, expenses, and
other duties and liabilities of Borrower described above in this subsection (a),
or  below  in  the following subsection (b), which would be owed by Borrower but
for  the  fact that they are unenforceable or not allowable due to the existence
of  a  bankruptcy,  reorganization,  or  similar  proceeding involving Borrower.

     (b)  Guarantor  hereby  irrevocably,  absolutely,  and  unconditionally
guarantees to Lender the prompt, complete and full performance, when due, and no

                                        2
<PAGE>

matter  how  the  same  shall become due, of all obligations and undertakings of
Borrower  to  Lender  under,  by reason of, or pursuant to any of the Obligation
Documents.

     (c)  If  Borrower  shall  for any reason fail to pay any Obligation, as and
when  such  Obligation  shall  become  due  and  payable,  whether at its stated
maturity,  as a result of the exercise of any power to accelerate, or otherwise,
Guarantor  will,  upon  demand by Lender, pay such Obligation in full to Lender.
If  Borrower  shall  for  any  reason  fail  to perform promptly any Obligation,
Guarantor will, upon demand by Lender, cause such Obligation to be performed or,
if  specified  by Lender, provide sufficient funds, in such amount and manner as
Lender  shall  in  good  faith  determine,  for  the  prompt,  full and faithful
performance  of  such  Obligation by Lender or such other Person as Lender shall
designate.

     (d)  If either Borrower or Guarantor fails to pay or perform any Obligation
as described in the immediately preceding subsections (a), (b), or (c) Guarantor
will  incur  the  additional  obligation  to  pay  to Lender, and Guarantor will
forthwith  upon  demand  by  Lender  pay  to  Lender,  the amount of any and all
expenses,  including  fees  and  disbursements  of  Lender`s  counsel and of any
experts or agents retained by Lender, which Lender may incur as a result of such
failure.

     (e)  As  between  Guarantor and Lender, this Guaranty shall be considered a
primary  and  liquidated  liability  of  Guarantor.

     Section  3.  Unconditional  Guaranty.
                  -----------------------

     (a)  No  action that Lender may take or omit to take in connection with any
of  the  Obligation Documents, any of the Obligations (or any other indebtedness
owing  by  Borrower  to  Lender),  or  any Security, and no course of dealing of
Lender  with  any  Obligor  or  any  other  Person,  shall  release  or diminish
Guarantor`s  obligations,  liabilities,  agreements  or duties hereunder, affect
this  Guaranty  in  any  way,  or  afford Guarantor any recourse against Lender,
regardless  of  whether any such action or inaction may increase any risks to or
liabilities  of  Lender  or  any Obligor or increase any risk to or diminish any
safeguard  of  any  Security.  Without  limiting the foregoing, Guarantor hereby
expressly  agrees  that  Lender may, from time to time, without notice to or the
consent  of  Guarantor,  do  any  or  all  of  the  following:

          (i)  Amend,  change or modify, in whole or in part, any one or more of
     the  Obligation  Documents  and give or refuse to give any waivers or other
     indulgences  with  respect  thereto.

          (ii)  Neglect,  delay, fail, or refuse to take or prosecute any action
     for  the  collection or enforcement of any of the Obligations, to foreclose
     or  take  or  prosecute  any  action  in  connection  with  any Security or
     Obligation Document, to bring suit against any Obligor or any other Person,
     or  to  take  any other action concerning the Obligations or the Obligation
     Documents.

          (iii)  Accelerate, change, rearrange, extend, or renew the time, rate,
     terms,  or  manner  for  payment  or  performance of any one or more of the
     Obligations  (whether  for  principal,  interest,  fees,  expenses,
     indemnifications,  affirmative  or  negative  covenants,  or  otherwise).

                                        3

<PAGE>

          (iv)  Compromise or settle any unpaid or unperformed Obligation or any
     other  obligation  or  amount  due or owing, or claimed to be due or owing,
     under  any  one  or  more  of  the  Obligation  Documents.

          (v)  Take,  exchange,  amend,  eliminate,  surrender,  release,  or
     subordinate  any  or all Security for any or all of the Obligations, accept
     additional or substituted Security therefor, and perfect or fail to perfect
     Lender`s  rights  in  any  or  all  Security.

     (vi)  Discharge,  release,  substitute,  or  add  Obligors.

          (vii)  Apply  all monies received from Obligors or others, or from any
     Security for any of the Obligations, as Lender may determine to be in their
     best  interest,  without  in  any way being required to marshal Security or
     assets  or  to  apply  all  or  any part of such monies upon any particular
     Obligations.

     (b)  No  action  or  inaction  of  any  Obligor or any other Person, and no
change  of  law  or  circumstances,  shall  release  or  diminish  Guarantor`s
obligations,  liabilities, agreements, or duties hereunder, affect this Guaranty
in  any  way, or afford Guarantor any recourse against Lender.  Without limiting
the foregoing, the obligations, liabilities, agreements, and duties of Guarantor
under  this  Guaranty  shall  not be released, diminished, impaired, reduced, or
affected  by  the  occurrence  of any or all of the following from time to time,
even  if  occurring  without  notice  to  or  without  the consent of Guarantor:

          (i) Any voluntary or involuntary liquidation, dissolution, sale of all
     or  substantially  all  assets,  marshaling  of  assets  or  liabilities,
     receivership,  conservatorship,  assignment  for  the benefit of creditors,
     insolvency,  bankruptcy, reorganization, arrangement, or composition of any
     Obligor or any other proceedings involving any Obligor or any of the assets
     of  any Obligor under laws for the protection of debtors, or any discharge,
     impairment,  modification,  release,  or limitation of the liability of, or
     stay  of  actions or lien enforcement proceedings against, any Obligor, any
     properties  of  any  Obligor, or the estate in bankruptcy of any Obligor in
     the  course  of  or  resulting  from  any  such  proceedings.

          (ii)  The  failure  by  Lender  to  file  or  enforce  a  claim in any
     proceeding described in the immediately preceding subsection (i) or to take
     any  other  action  in  any  proceeding  to  which  any Obligor is a party.

          (iii)  The  release by operation of law of any Obligor from any of the
     Obligations  or  any  other  obligations  to  Lender.

          (iv)  The  invalidity,  deficiency, illegality, or unenforceability of
     any  of  the  Obligations or the Obligation Documents, in whole or in part,
     any  bar  by  any statute of limitations or other law of recovery on any of
     the Obligations, or any defense or excuse for failure to perform on account
     of force majeure, act of God, casualty, impossibility, impracticability, or
     other  defense  or  excuse  whatsoever.

                                        4
<PAGE>
          (v)  The  failure  of  any  Obligor  or  any  other Person to sign any
     guaranty  or  other instrument or agreement within the contemplation of any
     Obligor,  Lender.

          (vi)  The  fact  that Guarantor may have incurred directly part of the
     Obligations  or  is  otherwise  primarily  liable  therefor.

          (vii)  Without  limiting  any  of  the  foregoing,  any  fact or event
     (whether  or  not  similar to any of the foregoing) which in the absence of
     this  provision  would  or  might constitute or afford a legal or equitable
     discharge  or release of or defense to a guarantor or surety other than the
     actual  payment  and  performance  by  Guarantor  under  this  Guaranty.

     (c)  Lender  may  invoke  the benefits of this Guaranty before pursuing any
remedies  against  any Obligor or any other Person and before proceeding against
any  Security now or hereafter existing for the payment or performance of any of
the  Obligations.  Lender  may  maintain  an  action  against  Guarantor on this
Guaranty  without  joining  any  other  Obligor  therein  and without bringing a
separate  action  against  any  other  Obligor.

     (d)  If  any  payment  to  Lender  by  any  Obligor is held to constitute a
preference  or a voidable transfer under applicable state or federal laws, or if
for  any  other  reason  Lender  is required to refund such payment to the payor
thereof or to pay the amount thereof to any other Person, such payment to Lender
shall  not  constitute  a release of Guarantor from any liability hereunder, and
Guarantor  agrees  to  pay  such  amount  to  Lender  on  demand  and agrees and
acknowledges  that  this  Guaranty  shall  continue  to be effective or shall be
reinstated,  as  the case may be, to the extent of any such payment or payments.
Any  transfer by subrogation which is made as contemplated in Section 6 prior to
any such payment or payments shall (regardless of the terms of such transfer) be
automatically  voided  upon  the making of any such payment or payments, and all
rights  so  transferred  shall  thereupon  revert  to  and  be vested in Lender.

     (e)  This  is  a  continuing  guaranty  and  shall  apply  to and cover all
Obligations  and renewals and extensions thereof and substitutions therefor from
time  to  time.

     Section  4.  Waiver.  Guarantor  hereby  waives,  with  respect  to  the
                  ------
Obligations,  this  Guaranty,  and  the  other  Obligation  Documents:

     (a)  notice  of the incurrence of any Obligation by Borrower, and notice of
any  kind  concerning  the  assets,  liabilities,  financial  condition,
creditworthiness,  businesses, prospects, or other affairs of Borrower (it being
understood  and  agreed  that:  (i) Guarantor shall take full responsibility for
informing  itself of such matters, (ii) Lender shall not have any responsibility
of  any  kind  to  inform  Guarantor of such matters, and (iii) Lender is hereby
authorized  to  assume  that  Guarantor,  by  virtue  of  its relationships with
Borrower which are independent of this Guaranty, has full and complete knowledge
of  such  matters  whenever Lender extends credit to Borrower or takes any other
action  which  may  change  or  increase  Guarantor`s  liabilities  or  losses
hereunder).


                                        5
<PAGE>

     (b)  notice  that  Lender,  any  Obligor,  or any other Person has taken or
omitted  to take any action under any Obligation Document or any other agreement
or  instrument  relating  thereto  or  relating  to  any  Obligation.

     (c)  notice  of  acceptance  of  this  Guaranty and all rights of Guarantor
under  `34.02  of  the  Texas  Business  and  Commerce  Code,  as  amended.

     (d)  default,  demand,  presentment  for  payment,  and  notice of default,
demand,  dishonor,  nonpayment,  or  nonperformance.

     (e)  notice  of  intention  to accelerate, notice of acceleration, protest,
notice  of  protest,  notice  of  any  exercise of remedies (as described in the
following Section 5 or otherwise), and all other notices of any kind whatsoever.

     Section  5.  Exercise of Remedies.  Lender shall have the right to enforce,
                  --------------------
from  time  to  time,  in any order and at Lender`s sole discretion, any rights,
powers  and  remedies  that  Lender  may  have under the Obligation Documents or
otherwise,  including  judicial  foreclosure, the exercise of rights of power of
sale, the taking of a deed or assignment in lieu of foreclosure, the appointment
of  a  receiver  to  collect rents, issues and profits, the exercise of remedies
against  personal  property,  or  the  enforcement  of any assignment of leases,
rentals,  oil  or gas production, or other properties or rights, whether real or
personal,  tangible  or  intangible;  and  Guarantor  shall  be liable to Lender
hereunder  for  any deficiency resulting from the exercise by Lender of any such
right or remedy even though any rights which Guarantor may have against Borrower
or  others  may  be  destroyed  or  diminished  by exercise of any such right or
remedy.  No  failure  on  the  part  of  Lender  to  exercise,  and  no delay in
exercising,  any  right  hereunder  or under any other Obligation Document shall
operate  as  a  waiver  thereof; nor shall any single or partial exercise of any
right  preclude  any  other  or  further exercise thereof or the exercise of any
other  right.  The  rights, powers and remedies of Lender provided herein and in
the  other  Obligation  Documents are cumulative and are in addition to, and not
exclusive of, any other rights, powers or remedies provided by law or in equity.
The  rights of Lender hereunder are not conditional or contingent on any attempt
by  Lender  to  exercise  any  of its rights under any other Obligation Document
against  any  Obligor  or  any  other  Person.

     Section  6.  Limited  Subrogation.
                  --------------------

     (a)     Until  all  of the Obligations have been paid and performed in full
Guarantor  shall  have  no  right  to  exercise  any  right  of  subrogation,
reimbursement,  indemnity, exoneration, contribution or any other claim which it
may  now  or  hereafter  have  against  or  to  any  Obligor  or any Security in
connection  with  this Guaranty (including any right of subrogation under `34.04
of  the  Texas  Business  and  Commerce  Code, as amended), and Guarantor hereby
waives  any  rights  to  enforce  any  remedy  which  Guarantor may have against
Borrower  and  any right to participate in any Security until such time.  If any
amount  shall  be  paid to Guarantor on account of any such subrogation or other
rights,  any  such  other  remedy,  or  any Security at any time when all of the
Obligations  and  all  other  expenses guaranteed pursuant hereto shall not have
been paid in full, such amount shall be held in trust for the benefit of Lender,
shall  be  segregated  from  the other funds of Guarantor and shall forthwith be
paid  over  to  Lender to be held by Lender as collateral for, or then or at any
time  thereafter  applied  in  whole  or  in part by Lender  against, all or any

                                        6
<PAGE>

portion  of  the  Obligations,  whether  matured  or unmatured, in such order as
Lender  shall  elect.

     (b)     If  Guarantor shall make payment to Lender of all or any portion of
the  Obligations  and  if  all of the Obligations shall be finally paid in full,
Lender  will,  at  Guarantor`s  request  and  expense,  execute  and  deliver to
Guarantor  (without  recourse, representation or warranty) appropriate documents
necessary to evidence the transfer by subrogation to Guarantor of an interest in
the  Obligations  resulting  from  such payment by Guarantor; provided that such
transfer  shall be subject to Section 3(d) above and that without the consent of
Lender  (which  Lender  may withhold in its discretion) Guarantor shall not have
the  right  to be subrogated to any claim or right against any Obligor which has
become  owned  by Lender, whose ownership has otherwise changed in the course of
enforcement  of the Obligation Documents, or which Lender otherwise has released
or  wishes  to  release  from  its  Obligations.

     Section  7.  Successors  and  Assigns.  Guarantor`s  rights  or obligations
                  ------------------------
hereunder  may  not  be  assigned  or  delegated,  but  this  Guaranty  and such
obligations shall pass to and be fully binding upon the successors of Guarantor,
as  well as Guarantor.  This Guaranty shall apply to and inure to the benefit of
Lender  and  their  successors  or  assigns.

     Section  8.  Subordination.  Guarantor  hereby  subordinates  and  makes
                  -------------
inferior  to  the  Obligations  any  and  all  indebtedness  now  or at any time
hereafter  owed  by  Borrower  to  Guarantor.  Guarantor  agrees  that after the
occurrence of any Default or Event of Default it will neither permit Borrower to
repay  such indebtedness or any part thereof nor accept payment from Borrower of
such  indebtedness  or  any  part  thereof  without the prior written consent of
Lender.  If  Guarantor  receives  any  such  payment  without  the prior written
consent  of Lender, the amount so paid shall be held in trust for the benefit of
Lender,  shall  be  segregated  from  the  other  funds  of Guarantor, and shall
forthwith be paid over to Lender to be held by Lender as collateral for, or then
or  at any time thereafter applied in whole or in part by Lender against, all or
any  portions of the Obligations, whether matured or unmatured, in such order as
Lender  shall  elect.

     Section 9.  No Oral Change.  No amendment of any provision of this Guaranty
                 --------------
shall  be  effective unless it is in writing and signed by Guarantor and Lender,
and no waiver of any provision of this Guaranty, and no consent to any departure
by Guarantor therefrom, shall be effective unless it is in writing and signed by
Lender,  and then such waiver or consent shall be effective only in the specific
instance  and  for  the  specific  purpose  for  which  given.

     Section  9.  Invalidity of Particular Provisions.  If any term or provision
                  -----------------------------------
of  this  Guaranty  shall be determined to be illegal or unenforceable all other
terms  and  provisions  hereof  shall nevertheless remain effective and shall be
enforced  to  the  fullest  extent  permitted  by  applicable  law.

     Section  10.  Term.  This  Guaranty  shall  be irrevocable until all of the
                   ----
Obligations  have  been completely and finally paid and performed, no Lender has
any  obligation  to  make  any  loans  or  other  advances  to Borrower, and all
obligations and undertakings of Borrower under, by reason of, or pursuant to the
Obligation  Documents  have  been  completely  performed,  and  this Guaranty is
thereafter  subject to reinstatement as provided in Section 3(d). All extensions
of credit and financial accommodations heretofore or hereafter made by Lender to

                                        7
<PAGE>

Borrower  shall  be conclusively presumed to have been made in acceptance hereof
and  in  reliance  hereon.

     In  the  event  of  the  death of Guarantor, the obligation of the deceased
shall continue in full force and effect against his estate as to all Obligations
that  shall  have  been  created  or incurred by Borrower prior to the time when
Lender  shall  have  received  notice,  in  writing,  of  such  death.

     Section  11.  Notices.  Any  notice  or communication required or permitted
                   -------
hereunder  shall be given in writing, sent by personal delivery, by telecopy, by
delivery  service  with  proof of delivery, or by registered or certified United
States  mail,  postage  prepaid,  addressed to the appropriate party as follows:


To  Guarantor:               101  Charles  Drive
                             One  Belmont  Plaza,  Suite  417
                             Bala  Cynwyd,  PA  19004
                             Attention:  Howard  Appel
                             Phone:  (610)  660-5906
                             Fax  (610)  660-5905


To  Lender:                  Gemini  Growth  Fund  LP
                             700  Gemini
                             Houston,  TX  77058
                             Attn.  Larry  St.  Martin


or  to  such  other  address  or  to  the  attention of such other individual as
hereafter  shall  be  designated  in  writing  by  the  applicable party sent in
accordance  herewith.  Any  such notice or communication shall be deemed to have
been  given  (a) in the case of personal delivery or delivery service, as of the
date  of  first  attempted  delivery  at  the  address or in the manner provided
herein,  (b)  in  the  case  of  telecopy,  upon  receipt, or (b) in the case of
registered  or  certified  United  States  mail, three days after deposit in the
mail.

     Section  12.  Limitation  on  Interest.  Lender  and  Guarantor  intend  to
                   ------------------------
contract  in  strict  compliance  with applicable usury law from time to time in
effect,  and  the  provisions  of the Credit Agreement and the Note limiting the
interest  for  which Guarantor is obligated are expressly incorporated herein by
reference.

     Section  13.  Loan  Document.  This Guaranty is a Loan Document, as defined
                   --------------
in  the  Credit  Agreement,  and  is  subject  to  the  provisions of the Credit
Agreement  governing  Loan  Documents.

          Section  14.  Accuracy of Financial Statement. The financial statement
                        --------------------------------
of  Guarantor  dated December 31, 2001 attached hereto as Exhibit A delivered in
conjunction  with this extension of credit is accurate and complete and does not
omit  any  liabilities,  guaranties  or  similar  contingent  liabilities.


                                        8
<PAGE>

     Section  15.  INTENTIONALLY  LEFT  BLANK
                   --------------------------

     Section  16.  INTENTIONALLY  LEFT  BLANK
                   --------------------------

     Section  17.  Governing Law.  This Guaranty is to be performed in the State
                   -------------
of  Texas and shall be governed by and construed and enforced in accordance with
the  laws  of  such  state  without  regard  to  principles of conflicts of law.
Guarantor hereby irrevocably submits itself to the non-exclusive jurisdiction of
the  state  and  federal  courts  of  such  state  of  Texas.

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


                                            _______________________________
                                            1025  Investments,  Inc.
                                            By:
                                            Its:

                                        9
<PAGE>