<PAGE>
                                                                 EXHIBIT 11.1(g)
                               COMMERCIAL GUARANTY


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
  PRINCIPAL       LOAN DATE      MATURITY         LOAN NO       CALL/COLL       ACCOUNT       OFFICER     INITIALS
<S>              <C>            <C>              <C>           <C>             <C>           <C>          <C>
                                                                                             22163        [INITIAL ILLEGIBLE]
-------------------------------------------------------------------------------------------------------------------
References in the shaded area are for Lender's use only and do not limit the applicability of this document to any
particular loan or Any item above containing "***" has been omitted due to text length limitations.
-------------------------------------------------------------------------------------------------------------------
</TABLE>




<TABLE>
<S>          <C>                                             <C>        <C>
BORROWER:    INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.       LENDER:    CALIFORNIA BANK & TRUST
             9162 ETON AVENUE                                            COMMERCIAL LOAN CENTER
             CHATSWORTH, CA 91311                                        550 SOUTH HOPE STREET, SUITE 300
                                                                         LOS ANGELES, CA 90071

GUARANTOR:   ADVANCED DIGITAL IMAGING RESEARCH, LLC
             2525 SOUTH SHORE BOULEVARD, SUITE 100
             LEAGUE CITY, TX 77573
</TABLE>


AMOUNT OF GUARANTY. THE PRINCIPAL AMOUNT OF THIS GUARANTY IS EIGHT MILLION &
00/100 DOLLARS ($8,000,000.00).

CONTINUING GUARANTY. FOR GOOD AND VALUABLE CONSIDERATION, ADVANCED DIGITAL
IMAGING RESEARCH, LLC ("GUARANTOR") ABSOLUTELY AND UNCONDITIONALLY GUARANTEES
AND PROMISES TO PAY TO CALIFORNIA BANK & TRUST ("LENDER") OR ITS ORDER, IN LEGAL
TENDER OF THE UNITED STATES OF AMERICA, THE INDEBTEDNESS (AS THAT TERM IS
DEFINED BELOW) OF INTERNATIONAL REMOTE IMAGING SYSTEMS, INC. ("BORROWER") TO
LENDER ON THE TERMS AND CONDITIONS SET FORTH IN THIS GUARANTY. THE OBLIGATIONS
OF GUARANTOR UNDER THIS GUARANTY ARE CONTINUING.

MAXIMUM LIABILITY. The maximum liability of Guarantor under this Guaranty shall
not exceed at any one time the sum of the principal amount of $8,000,000.00,
plus all interest thereon, plus all of Lender's costs, expenses, and attorneys'
fees incurred in connection with or relating to (A) the collection of the
Indebtedness, (B) the collection and sale of any collateral for the Indebtedness
or this Guaranty, or (C) the enforcement of this Guaranty. Attorneys' fees
include, without limitation, attorneys' fees whether or not there is a lawsuit,
and if there is a lawsuit, any fees and costs for trial and appeals.

The above limitation on liability is not a restriction on the amount of the
Indebtedness of Borrower to Lender either in the aggregate or at any one time.
If Lender presently holds one or more guaranties, or hereafter receives
additional guaranties from Guarantor, Lender's rights under all guaranties shall
be cumulative. This Guaranty shall not (unless specifically provided below to
the contrary) affect or invalidate any such other guaranties. Guarantor's
liability will be Guarantor's aggregate liability under the terms of this
Guaranty and any such other unterminated guaranties.

INDEBTEDNESS GUARANTEED. The Indebtedness guaranteed by this Guaranty includes
any and all of Borrower's indebtedness to Lender and is used in the most
comprehensive sense and means and includes any and all of Borrower's
liabilities, obligations and debts to Lender, now existing or hereinafter
incurred or created, including, without limitation, all loans, advances,
interest, costs, debts, overdraft indebtedness, credit card indebtedness, lease
obligations, other obligations, and liabilities of Borrower, or any of them, and
any present or future judgments against Borrower, or any of them; and whether
any such Indebtedness is voluntarily or involuntarily incurred, due or not due,
absolute or contingent, liquidated or unliquidated, determined or undetermined;
whether Borrower may be liable individually or jointly with others, or primarily
or secondarily, or as guarantor or surety; whether recovery on the Indebtedness
may be or may become barred or unenforceable against Borrower for any reason
whatsoever; and whether the Indebtedness arises from transactions which may be
voidable on account of infancy, insanity, ultra vires, or otherwise.

DURATION OF GUARANTY. This Guaranty will take effect when received by Lender
without the necessity of any acceptance by Lender, or any notice to Guarantor or
to Borrower, and will continue in full force until all Indebtedness incurred or
contracted before receipt by Lender of any notice of revocation shall have been
fully and finally paid and satisfied and all of Guarantor's other obligations
under this Guaranty shall have been performed in full. If Guarantor elects to
revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written
notice of revocation must be mailed to Lender, by certified mail, at Lender's
address listed above or such other place as Lender may designate in writing.
Written revocation of this Guaranty will apply only to advances or new
Indebtedness created after actual receipt by Lender of Guarantor's written
revocation. For this purpose and without limitation, the term "new Indebtedness"
does not include Indebtedness which at the time of notice of revocation is
contingent, unliquidated, undetermined or not due and which later becomes
absolute, liquidated, determined or due. This Guaranty will continue to bind
Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior
to receipt of Guarantor's written notice of revocation, including any
extensions, renewals, substitutions or modifications of the Indebtedness. All
renewals, extensions, substitutions, and modifications of the Indebtedness
granted after Guarantor's revocation, are contemplated under this Guaranty and,
specifically will not be considered to be new Indebtedness. This Guaranty shall
bind Guarantor's estate as to Indebtedness created both before and after
Guarantor's death or incapacity, regardless of Lender's actual notice of
Guarantor's death. Subject to the foregoing, Guarantor's executor or
administrator or other legal representative may terminate this Guaranty in the
same manner in which Guarantor might have terminated it and with the same
effect. Release of any other guarantor or termination of any other guaranty of
the Indebtedness shall not affect the liability of Guarantor under this
Guaranty. A revocation Lender receives from any one or more Guarantors shall not
affect the liability of any remaining Guarantors under this Guaranty. IT IS
ANTICIPATED THAT FLUCTUATIONS MAY OCCUR IN THE AGGREGATE AMOUNT OF INDEBTEDNESS
COVERED BY THIS GUARANTY, AND GUARANTOR SPECIFICALLY ACKNOWLEDGES AND AGREES
THAT REDUCTIONS IN THE AMOUNT OF INDEBTEDNESS, EVEN TO ZERO DOLLARS ($0.00),
PRIOR TO GUARANTOR'S WRITTEN REVOCATION OF THIS GUARANTY SHALL NOT CONSTITUTE A
TERMINATION OF THIS GUARANTY. THIS GUARANTY IS BINDING UPON GUARANTOR AND
GUARANTOR'S HEIRS, SUCCESSORS AND ASSIGNS SO LONG AS ANY OF THE GUARANTEED
INDEBTEDNESS REMAINS UNPAID AND EVEN THOUGH THE INDEBTEDNESS GUARANTEED MAY FROM
TIME TO TIME BE ZERO DOLLARS ($0.00).

GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before
or after any revocation hereof, WITHOUT NOTICE OR DEMAND AND WITHOUT LESSENING
GUARANTOR'S LIABILITY UNDER THIS GUARANTY, FROM TIME TO TIME: (A) prior to
revocation as set forth above, to make one or more additional secured or
unsecured loans to Borrower, to lease equipment or other goods to Borrower, or
otherwise to extend additional credit to Borrower; (B) to alter, compromise,
renew, extend, accelerate, or otherwise change one or more times the time for
payment or other terms of the Indebtedness or any part of the Indebtedness,
including increases and decreases of the rate of interest on the Indebtedness;
extensions may be repeated and may be for longer than the original loan term;
(C) to take and hold security for the payment of this Guaranty or the
Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to
perfect, and release any such security, with or without the substitution of new
collateral; (D) to release, substitute, agree not to sue, or deal with any
one or more of Borrower's sureties, endorsers, or other guarantors on any terms
or in any manner Lender may choose; (E) to determine how, when and what
application of payments and credits shall be made on the Indebtedness (F) to
apply such security and direct the order or manner of sale thereof, including
without limitation, any nonjudicial sale permitted by the terms of the
controlling security agreement or deed of trust, as Lender in its discretion may
determine; (G) to sell, transfer, assign or grant participations in all or any
part of the Indebtedness; and (H) to assign or transfer this Guaranty in whole
or in part.

GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to
Lender that (A) no representations or agreements of any kind have been made to
Guarantor which would limit or qualify in any way the terms of this Guaranty;
(B) this Guaranty is executed at Borrower's request and not at the request of
Lender; (C) Guarantor has full power, right and authority to enter into this
Guaranty; (D) the provisions of this Guaranty do not conflict with or result in
a default under any agreement or other instrument binding upon Guarantor and do
not result in a violation of any law, regulation, court decree or order
applicable to Guarantor; (E) Guarantor has not and will not, without the prior
written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer,
or otherwise dispose of all or substantially all of Guarantor's assets, or any
interest therein; (F) upon Lender's request, Guarantor will provide to Lender
financial and credit information in form acceptable to Lender, and all such
financial


<PAGE>

                               COMMERCIAL GUARANTY
LOAN NO: 932900001-1                (CONTINUED)                           PAGE 2
================================================================================

information which currently has been, and all future financial information which
will be provided to Lender is and will be true and correct in all material
respects and fairly present Guarantor's financial condition as of the dates the
financial information is provided; (G) no material adverse change has occurred
in Guarantor's financial condition since the date of the most recent financial
statements provided to Lender and no event has occurred which may materially
adversely affect Guarantor's financial condition; (H) no litigation, claim,
investigation, administrative proceeding or similar action (including those for
unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no
representation to Guarantor as to the creditworthiness of Borrower; and (J)
Guarantor has established adequate means of obtaining from Borrower on a
continuing basis information regarding Borrower's financial condition. Guarantor
agrees to keep adequately informed from such means of any facts, events, or
circumstances which might in any way affect Guarantor's risks under this
Guaranty, and Guarantor further agrees that, absent a request for information,
Lender shall have no obligation to disclose to Guarantor any information or
documents acquired by Lender in the course of its relationship with Borrower.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives
any right to require Lender to (A) make any presentment, protest, demand, or
notice of any kind, including notice of change of any terms of repayment of the
Indebtedness, default by Borrower or any other guarantor or surety, any action
or nonaction taken by Borrower, Lender, or any other guarantor or surety of
Borrower, or the creation of new or additional Indebtedness; (B) proceed against
any person, including Borrower, before proceeding against Guarantor; (C) proceed
against any collateral for the Indebtedness, including Borrower's collateral,
before proceeding against Guarantor; (D) apply any payments or proceeds received
against the Indebtedness in any order; (E) give notice of the terms, time, and
place of any sale of the collateral pursuant to the Uniform Commercial Code or
any other law governing such sale; (F) disclose any information about the
Indebtedness, the Borrower, the collateral, or any other guarantor or surety, or
about any action or nonaction of Lender; or (G) pursue any remedy or course of
action in Lender's power whatsoever.

Guarantor also waives any and all rights or defenses arising by reason of (H)
any disability or other defense of Borrower, any other guarantor or surety or
any other person; (I) the cessation from any cause whatsoever, other than
payment in full, of the Indebtedness; (J) the application of proceeds of the
Indebtedness by Borrower for purposes other than the purposes understood and
intended by Guarantor and Lender; (K) any act of omission or commission by
Lender which directly or indirectly results in or contributes to the discharge
of Borrower or any other guarantor or surety, or the Indebtedness, or the loss
or release of any collateral by operation of law or otherwise; (L) any statute
of limitations in any action under this Guaranty or on the Indebtedness; or (M)
any modification or change in terms of the Indebtedness, whatsoever, including
without limitation, the renewal, extension, acceleration, or other change in the
time payment of the Indebtedness is due and any change in the interest rate, and
including any such modification or change in terms after revocation of this
Guaranty on Indebtedness incurred prior to such revocation.

Guarantor waives all rights and any defenses arising out of an election of
remedies by Lender even though that the election of remedies, such as a
non-judicial foreclosure with respect to security for a guaranteed obligation,
has destroyed Guarantor's rights of subrogation and reimbursement against
Borrower by operation of Section 580d of the California Code of Civil Procedure
or otherwise.

Guarantor waives all rights and defenses that Guarantor may have because
Borrower's obligation is secured by real property. This means among other
things: (1) Lender may collect from Guarantor without first foreclosing on any
real or personal property collateral pledged by Borrower. (2) If Lender
forecloses on any real property collateral pledged by Borrower: (a) the amount
of Borrower's obligation may be reduced only by the price for which the
collateral is sold at the foreclosure sale, even if the collateral is worth more
than the sale price. (b) Lender may collect from Guarantor even if Lender, by
foreclosing on the real property collateral, has destroyed any right Guarantor
may have to collect from Borrower. This is an unconditional and irrevocable
waiver of any rights and defenses Guarantor may have because Borrower's
obligation is secured by real property. These rights and defenses include, but
are not limited to, any rights and defenses based upon Section 580a, 580b, 580d,
or 726 of the Code of Civil Procedure.

Guarantor understands and agrees that the foregoing waivers are unconditional
and irrevocable waivers of substantive rights and defenses to which Guarantor
might otherwise be entitled under state and federal law. Guarantor acknowledges
that Guarantor has provided these waivers of rights and defenses with the
intention that they be fully relied upon by Lender. Guarantor further
understands and agrees that this Guaranty is a separate and independent contract
between Guarantor and Lender, given for full and ample consideration, and is
enforceable on its own terms. Until all Indebtedness is paid in full, Guarantor
waives any right to enforce any remedy Guarantor may have against the Borrower
or any other guarantor, surety, or other person, and further, Guarantor waives
any right to participate in any collateral for the Indebtedness now or hereafter
held by Lender.

In addition to the waivers set forth herein, if now or hereafter Borrower is or
shall become insolvent and the Indebtedness shall not at all times until paid be
fully secured by collateral pledged by Borrower, Guarantor hereby forever waives
and gives up in favor of Lender and Borrower, and Lender's and Borrower's
respective successors, any claim or right to payment Guarantor may now have or
hereafter have or acquire against Borrower, by subrogation or otherwise, so that
at no time shall Guarantor be or become a "creditor" of Borrower within the
meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal
bankruptcy laws.

GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees
that each of the waivers set forth above is made with Guarantor's full knowledge
of its significance and consequences and that, under the circumstances, the
waivers are reasonable and not contrary to public policy or law. If any such
waiver is determined to be contrary to any applicable law or public policy, such
waiver shall be effective only to the extent permitted by law or public policy.

SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the
Indebtedness of Borrower to Lender, whether now existing or hereafter created,
shall be superior to any claim that Guarantor may now have or hereafter acquire
against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby
expressly subordinates any claim Guarantor may have against Borrower, upon any
account whatsoever, to any claim that Lender may now or hereafter have against
Borrower. In the event of insolvency and consequent liquidation of the assets of
Borrower, through bankruptcy, by an assignment for the benefit of creditors, by
voluntary liquidation, or otherwise, the assets of Borrower applicable to the
payment of the claims of both Lender and Guarantor shall be paid to Lender and
shall be first applied by Lender to the Indebtedness of Borrower to Lender.
Guarantor does hereby assign to Lender all claims which it may have or acquire
against Borrower or against any assignee or trustee in bankruptcy of Borrower;
provided however, that such assignment shall be effective only for the purpose
of assuring to Lender full payment in legal tender of the Indebtedness. If
Lender so requests, any notes or credit agreements now or hereafter evidencing
any debts or obligations of Borrower to Guarantor shall be marked with a legend
that the same are subject to this Guaranty and shall be delivered to Lender.
Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor,
from time to time to execute and file financing statements and continuation
statements and to execute such other documents and to take such other actions as
Lender deems necessary or appropriate to perfect, preserve and enforce its
rights under this Guaranty.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of
this Guaranty:

        AMENDMENTS. This Guaranty, together with any Related Documents,
        constitutes the entire understanding and agreement of the parties as to
        the matters set forth in this Guaranty. No alteration of or amendment to
        this Guaranty shall be effective unless given in writing and signed by
        the party or parties sought to be charged or bound by the alteration or
        amendment.

        ATTORNEYS' FEES; EXPENSES. Guarantor agrees to pay upon demand all of
        Lender's costs and expenses, including Lender's attorneys' fees and
        Lender's legal expenses, incurred in connection with the enforcement of
        this Guaranty. Lender may hire or pay someone else to help enforce this
        Guaranty, and Guarantor shall pay the costs and expenses of such
        enforcement. Costs and expenses include Lender's attorneys' fees and
        legal expenses whether or not there is a lawsuit, including attorneys'
        fees and legal expenses for bankruptcy proceedings (including efforts to
        modify or vacate any automatic stay or injunction), appeals, and any
        anticipated post-judgment collection services. Guarantor also shall pay
        all court costs and such additional fees as may be directed by the
        court.


<PAGE>

                                  COMMERCIAL GUARANTY
LOAN NO: 932900001-1                 (CONTINUED)                          PAGE 3
================================================================================

        CAPTION HEADINGS. Caption headings in this Guaranty are for convenience
        purposes only and are not to be used to interpret or define the
        provisions of this Guaranty.

        GOVERNING LAW. THIS GUARANTY WILL BE GOVERNED BY, CONSTRUED AND ENFORCED
        IN ACCORDANCE WITH FEDERAL LAW AND THE LAWS OF THE STATE OF CALIFORNIA.
        This GUARANTY HAS BEEN ACCEPTED BY LENDER IN THE STATE OF CALIFORNIA.

        CHOICE OF VENUE. If there is a lawsuit, Guarantor agrees upon Lender's
        request to submit to the jurisdiction of the courts of Los Angeles
        County, State of California.

        INTEGRATION. Guarantor further agrees that Guarantor has read and fully
        understands the terms of this Guaranty; Guarantor has had the
        opportunity to be advised by Guarantor's attorney with respect to this
        Guaranty; the Guaranty fully reflects Guarantor's intentions and parol
        evidence is not required to interpret the terms of this Guaranty.
        Guarantor hereby indemnifies and holds Lender harmless from all losses,
        claims, damages, and costs (including Lender's attorneys' fees) suffered
        or incurred by Lender as a result of any breach by Guarantor of the
        warranties, representations and agreements of this paragraph.

        INTERPRETATION. In all cases where there is more than one Borrower or
        Guarantor, then all words used in this Guaranty in the singular shall be
        deemed to have been used in the plural where the context and
        construction so require; and where there is more than one Borrower named
        in this Guaranty or when this Guaranty is executed by more than one
        Guarantor, the words "Borrower" and "Guarantor" respectively shall mean
        all and any one or more of them. The words "Guarantor," "Borrower," and
        "Lender" include the heirs, successors, assigns, and transferees of each
        of them. If a court finds that any provision of this Guaranty is not
        valid or should not be enforced, that fact by itself will not mean that
        the rest of this Guaranty will not be valid or enforced. Therefore, a
        court will enforce the rest of the provisions of this Guaranty even if a
        provision of this Guaranty may be found to be invalid or unenforceable.
        If any one or more of Borrower or Guarantor are corporations,
        partnerships, limited liability companies, or similar entities, it is
        not necessary for Lender to inquire into the powers of Borrower or
        Guarantor or of the officers, directors, partners, managers, or other
        agents acting or purporting to act on their behalf, and any Loan
        indebtedness made or created in reliance upon the professed exercise of
        such powers shall be guaranteed under this Guaranty.

        NOTICES. Any notice required to be given under this Guaranty shall be
        given in writing, and, except for revocation notices by Guarantor, shall
        be effective when actually delivered, when actually received by
        telefacsimile (unless otherwise required by law), when deposited with a
        nationally recognized overnight courier, or, if mailed, when deposited
        in the United States mail, as first class, certified or registered mail
        postage prepaid, directed to the addresses shown near the beginning of
        this Guaranty. All revocation notices by Guarantor shall be in writing
        and shall be effective upon delivery to Lender as provided in the
        section of this Guaranty entitled "DURATION OF GUARANTY." Any party may
        change its address for notices under this Guaranty by giving formal
        written notice to the other parties, specifying that the purpose of the
        notice is to change the party's address. For notice purposes, Guarantor
        agrees to keep Lender informed at all times of Guarantor's current
        address. Unless otherwise provided or required by law, if there is more
        than one Guarantor, any notice given by Lender to any Guarantor is
        deemed to be notice given to all Guarantors.

        NO WAIVER BY LENDER. Lender shall not be deemed to have waived any
        rights under this Guaranty unless such waiver is given in writing and
        signed by Lender. No delay or omission on the part of Lender in
        exercising any right shall operate as a waiver of such right or any
        other right. A waiver by Lender of a provision of this Guaranty shall
        not prejudice or constitute a waiver of Lender's right otherwise to
        demand strict compliance with that provision or any other provision of
        this Guaranty. No prior waiver by Lender, nor any course of dealing
        between Lender and Guarantor, shall constitute a waiver of any of
        Lender's rights or of any of Guarantor's obligations as to any future
        transactions. Whenever the consent of Lender is required under this
        Guaranty, the granting of such consent by Lender in any instance shall
        not constitute continuing consent to subsequent instances where such
        consent is required and in all cases such consent may be granted or
        withheld in the sole discretion of Lender.

        SUCCESSORS AND ASSIGNS. Subject to any limitations stated in this
        Guaranty on transfer of Guarantor's interest, this Guaranty shall be
        binding upon and inure to the benefit of the parties, their successors
        and assigns.

        WAIVE JURY. LENDER AND GUARANTOR HEREBY WAIVE THE RIGHT TO ANY JURY
        TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER
        LENDER OR BORROWER AGAINST THE OTHER.

DEPOSIT AGREEMENT SECURITY. Guarantor hereby grants a security interest to
Lender in any and all deposit accounts (checking, savings, money market or time)
of Guarantor at Lender, now existing or hereinafter opened, to secure its
obligations hereunder, This includes all deposit accounts Guarantor holds
jointly with someone else.

FINANCIAL STATEMENT CERTIFICATIONS. The undersigned hereby certifies to
California Bank & Trust ("Bank") that all financial information ("Information")
submitted to Bank now and at all times during the terms of this loan does, and
will, fairly and accurately represent the financial condition of the
undersigned, all Borrowers and Guarantors. Financial Information includes, but
is not limited to all Business Financial Statements (including Interim and
Year-End financial statements that are company prepared and/or CPA-prepared),
Business Income Tax Returns, Borrowing Base Certificates, Accounts Receivable
and Accounts Payable Agings, Personal Financial Statements and Personal Income
Tax Returns. The undersigned understands that the Bank will rely on all
financial information, whenever provided, and that such information is a
material inducement to Bank to make, to continue to make, or otherwise extend
credit accommodations to the undersigned. The undersigned covenants and agrees
to notify Bank of any adverse material changes in her/his/its financial
condition in the future. The undersigned further understands and acknowledges
that there are criminal penalties for giving false financial information to
federally insured financial institutions.

DEFINITIONS. The following capitalized words and terms shall have the following
meanings when used in this Guaranty. Unless specifically stated to the contrary,
all references to dollar amounts shall mean amounts in lawful money of the
United States of America. Words and terms used in the singular shall include the
plural, and the plural shall include the singular, as the context may require.
Words and terms not otherwise defined in this Guaranty shall have the meanings
attributed to such terms in the Uniform Commercial Code:

        BORROWER. The word "Borrower" means International Remote Imaging
        Systems, Inc., and all other persons and entities signing the Note in
        whatever capacity.

        GUARANTOR. The word "Guarantor" means each and every person or entity
        signing this Guaranty, including without limitation Advanced Digital
        Imaging Research, LLC.

        GUARANTY. The word "Guaranty" means the guaranty from Guarantor to
        Lender, including without limitation a guaranty of all or part of the
        Note.

        INDEBTEDNESS. The word "Indebtedness" means Borrower's indebtedness to
        Lender as more particularly described in this Guaranty.

        LENDER. The word "Lender" means California Bank & Trust, its successors
        and assigns.

        NOTE. The word "Note" means the promissory note dated February 7, 2002,
        IN THE ORIGINAL PRINCIPAL AMOUNT OF $6,500,000.00 from Borrower to
        Lender, together with all renewals of, extensions of, modifications of,
        refinancings of, consolidations of, and substitutions for the promissory
        note or agreement.

        RELATED DOCUMENTS. The words "Related Documents" mean all promissory
        notes, credit agreements, loan agreements, environmental agreements,
        guaranties, security agreements, mortgages, deeds of trust, security
        deeds, collateral mortgages, and all other instruments.


<PAGE>

                                  COMMERCIAL GUARANTY
LOAN NO: 932900001-1                 (CONTINUED)                          PAGE 4

================================================================================

        agreements and documents, whether now or hereafter existing, executed in
        connection with the Indebtedness.

EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS
GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT
THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS
GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE
MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL
ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY
IS DATED FEBRUARY 7, 2002.


GUARANTOR:



ADVANCED DIGITAL IMAGING RESEARCH, LLC



BY: /S/ DR. JOHN A. O'MALLEY   (SEAL)     BY: /S/ DONALD HORACEK         (SEAL)
    ---------------------------               ---------------------------
    DR. JOHN A. O'MALLEY,                     DONALD HORACEK,
    MANAGER OF ADVANCED DIGITAL               MANAGER OF ADVANCED DIGITAL
    IMAGING RESEARCH, LLC                     IMAGING RESEARCH, LLC
<PAGE>

           LIMITED LIABILITY COMPANY RESOLUTION TO GRANT COLLATERAL /
                                    GUARANTEE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL         LOAN DATE        MATURITY          LOAN NO         CALL/COLL      ACCOUNT       OFFICER      INITIALS
<S>               <C>             <C>              <C>               <C>            <C>           <C>          <C>
$6,500,000.00     02-07-2002      06-30-2004       932900001-1                                      22163      [INITIALS  ILLEGIBLE]

------------------------------------------------------------------------------------------------------------------------------------
References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan
or item. Any item above containing "***" has been omitted due to text length limitations.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
<S>                                                         <C>
BORROWER:  INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.       LENDER:  CALIFORNIA BANK & TRUST
           9162 ETON AVENUE                                          COMMERCIAL LOAN CENTER
           CHATSWORTH, CA 91311                                      550 SOUTH HOPE STREET, SUITE 300
                                                                     LOS ANGELES, CA 90071

COMPANY:   ADVANCED DIGITAL IMAGING RESEARCH, LLC
           2525 SOUTH SHORE BOULEVARD, SUITE 100
           LEAGUE CITY, TX 77573
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WE, THE UNDERSIGNED, DO HEREBY CERTIFY THAT:

THE COMPANY'S EXISTENCE. The complete and correct name of the Company is
Advanced Digital Imaging Research, LLC ("Company"). The Company is a limited
liability company which is, and at all times shall be, duly organized, validly
existing, and in standing under and by virtue of the laws of the State of
Delaware. The Company is duly authorized to transact business in the State of
Texas and all other states in which the Company is doing business, having
obtained all necessary filings, governmental licenses and approvals for each
state in which the Company is doing business. Specifically, the Company is, and
at all times shall be, duly qualified as a foreign limited liability company in
all states in which the failure to so qualify would have a material adverse
effect on its business or financial condition. The Company has the full power
and authority to own its properties and to transact the business in which it is
presently engaged or presently proposes to engage. The Company maintains an
office at 2525 South Shore Boulevard, Suite 100, League City, TX 77573. Unless
the Company has designated otherwise in writing, the principal office is the
office at which the Company keeps its books and records. The Company will notify
Lender prior to any change in the location of the Company's state of
organization or any change in the Company's name. The Company shall do all
things necessary to preserve and to keep in full force and effect its existence,
rights and privileges, and shall comply with all regulations, rules, ordinances,
statutes, orders and decrees of any governmental or quasi-governmental authority
or court applicable to the Company and the Company's business activities.

RESOLUTIONS ADOPTED. At a meeting of the members of the Company, duly called and
held on _________________, at which a quorum was present and voting, or by other
duly authorized action in lieu of a meeting, the resolutions set forth in this
Resolution were adopted.

MANAGERS. The following named persons are managers of Advanced Digital Imaging
Research, LLC:

<TABLE>
<CAPTION>
          NAMES                          TITLES           AUTHORIZED             ACTUAL SIGNATURES
          -----                          ------           ----------             -----------------
<S>                                      <C>              <C>              <C>
          DR. JOHN A. O'MALLEY           MANAGER              Y            X  /s/ JOHN A. O'MALLEY
                                                                            -----------------------

          DONALD HORACEK                 MANAGER              Y            X  /s/ DONALD HORACEK
                                                                            -----------------------
</TABLE>


ACTIONS AUTHORIZED. Any one (1) of the authorized persons listed above may enter
in o any agreements of any nature with Lender, and those agreements will bind
the Company. Specifically, but without limitation, any one (1) of such
authorized persons are authorized, empowered, and directed to do the following
for and on behalf of the Company:

      GUARANTY. To guarantee or act as surety for loans or other financial
      accommodations to Borrower from Lender on such guarantee or surety terms
      as may be agreed upon between the managers of the Company and Lender and
      in such sum or sums of money as in their judgment should be guaranteed or
      assured, (the "Guaranty").

      GRANT SECURITY. To mortgage, pledge, transfer, endorse, hypothecate, or
      otherwise encumber and deliver to Lender any property now or hereafter
      belonging to the Company or in which the Company now or hereafter may have
      an interest, including without limitation all real property and all
      personal property (tangible or intangible) of the Company, as security for
      the Guaranty, and as a security for the payment of any loans, any
      promissory notes, or any other or further indebtedness of International
      Remote Imaging Systems, Inc. to Lender at any time owing, however the same
      may be evidenced. Such property may be mortgaged, pledged, transferred,
      endorsed, hypothecated or encumbered at the time such loans are obtained
      or such indebtedness is incurred, or at any other time or times, and may
      be either in addition to or in lieu of any property theretofore mortgaged,
      pledged, transferred, endorsed, hypothecated or encumbered. The provisions
      of this Resolution authorizing or relating to the pledge, mortgage,
      transfer, endorsement, hypothecation, granting of a security interest in,
      or in any way encumbering, the assets of the Company shall include,
      without limitation, doing so in order to lend collateral security for the
      indebtedness, now or hereafter existing, and of any nature whatsoever, of
      International Remote Imaging Systems, Inc. to Lender. The Company has
      considered the value to itself of lending collateral in support of such
      indebtedness, and the Company represents to Lender that the Company is
      benefited by doing so.

      EXECUTE SECURITY DOCUMENTS. To execute and deliver to Lender the forms of
      mortgage, deed of trust, pledge agreement, hypothecation agreement, and
      other security agreements and financing statements which Lender may
      require and which shall evidence the terms and conditions under and
      pursuant to which such liens and encumbrances, or any of them, are given;
      and also to execute and deliver to Lender any other written instruments,
      any chattel paper, or any other collateral, of any kind or nature, which
      Lender may deem necessary or proper in connection with or pertaining to
      the giving of the liens and encumbrances. Notwithstanding the foregoing,
      any one of the above authorized persons may execute, deliver, or record
      financing statements.

      FURTHER ACTS. To do and perform such other acts and things and to execute
      and deliver such other documents and agreements, INCLUDING AGREEMENTS
      WAIVING THE RIGHT TO A TRIAL BY JURY, as the managers may in their
      discretion deem reasonably necessary or proper in order to carry into
      effect the provisions of this Resolution.

ASSUMED BUSINESS NAMES. The Company has filed or recorded all documents or
filings required by law relating to all assumed business names used by the
Company. Excluding the name of the Company, the following is a complete list of
all assumed business names under which the Company does business: NONE.

NOTICES TO LENDER. The Company will promptly notify Lender in writing at
Lender's address shown above (or such other addresses as Lender may designate
from time to time) prior to any (A) change in the Company's name; (B) change in
the Company's assumed business name(s); (C) change in the management or in the
Managers of the Company; (D) change in the authorized signer(s); (E) change in
the Company's principal office address; (F) change in the Company's state of
organization; (G) conversion of the Company to a new or different type of
business entity; or (H) change in any other aspect of the Company that directly
or indirectly relates to any agreements between the Company and Lender. No
change in the Company's name or state of organization will take effect until
after Lender has received notice

CERTIFICATION CONCERNING MANAGERS AND RESOLUTIONS. The managers named above are
duly elected, appointed, or employed by or for


<PAGE>

      LIMITED LIABILITY COMPANY RESOLUTION TO GRANT COLLATERAL / GUARANTEE
LOAN NO: 932900001-1              (CONTINUED)                             PAGE 2

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the Company, as the case may be, and occupy the positions set opposite their
respective names. This Resolution now stands of record on the books of the
Company, is in full force and effect, and has not been modified or revoked in
any manner whatsoever.

CONTINUING VALIDITY. Any and all acts authorized pursuant to this Resolution and
performed prior to the passage of this Resolution are hereby ratified and
approved. This Resolution shall be continuing, shall remain in full force and
effect and Lender may rely on it until written notice of its revocation shall
have been delivered to and received by Lender at Lender's address shown above
(or such addresses as Lender may designate from time to time). Any such notice
shall not affect any of the Company's agreements or commitments in effect at the
time notice is given.

IN TESTIMONY WHEREOF, WE HAVE HEREUNTO SET OUR HAND AND ATTEST THAT THE
SIGNATURES SET OPPOSITE THE NAMES LISTED ABOVE ARE THEIR GENUINE SIGNATURES.

WE EACH HAVE READ ALL THE PROVISIONS OF THIS RESOLUTION, AND WE EACH PERSONALLY
AND ON BEHALF OF THE COMPANY CERTIFY THAT ALL STATEMENTS AND REPRESENTATIONS
MADE IN THIS RESOLUTION ARE TRUE AND CORRECT. THIS LIMITED LIABILITY COMPANY
RESOLUTION TO GRANT COLLATERAL/GUARANTEE IS DATED _________________.

THIS RESOLUTION IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS RESOLUTION IS
AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO
LAW.

                                        CERTIFIED TO AND ATTESTED BY:

                                        BY:  /s/ DONALD HORACEK           (SEAL)
                                           -------------------------------
                                           AUTHORIZED SIGNER FOR ADVANCED
                                           DIGITAL IMAGING RESEARCH, LLC



NOTE: If the managers signing this Resolution are designated by the foregoing
document as one of the managers authorized to act on the Company's behalf, it is
advisable to have this Resolution signed by at least one non-authorized manager
of the Company.

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LASER PRO Lending, Ver. 5.19.00.08 Capr. Harland Financial Solutions, Inc. 1997,
   2002. All Rights Reserved. - DE/CA M:\WINAPPS\CFI\LPL\C15.FC TR-5152 PR-5