<PAGE>

                                                                EXHIBIT 10.4
                                                                PAGE 1 of 8

                             CONTINUING GUARANTY

     THIS CONTINUING GUARANTY ("Guaranty"), dated as of May 15, 1998, is 
executed and delivered by Ronald G. Lee, ("Guarantor") in favor of PREFERRED 
BUSINESS CREDIT, INC., a California Corporation ("PBC") and in light of the 
following:

     FACT ONE: Borrower and PBC are, contemporaneously herewith, entering 
into the Loan Documents; and

     FACT TWO: In order to induce PBC to extend financial accommodation to 
LEE PHARMACEUTICALS, a California corporation, ("Borrower") pursuant to the 
Loan Documents, and in consideration thereof, and in consideration of any 
loans or other financial accommodations heretofore or hereafter extended by 
PBC to Borrower, whether pursuant to the Loan Documents or otherwise, 
Guarantor has agreed to guarantee the Guaranteed Obligations.

     NOW, THEREFORE, in consideration of the foregoing, Guarantor hereby 
agrees, in favor of PBC, as follows:

     1.  DEFINITIONS AND CONSTRUCTION.

          (a)  DEFINITION. The following terms, as used in this Guaranty, 
shall have the following meanings:

               "BANKRUPTCY CODE" means The Bankruptcy Reform Act of 1978 (11 
U.S.C. Sections 101-1330), as amended or supplemented from time to time, and 
any successor statute, and any and all rules issued or promulgated in 
connection therewith.

               "GUARANTEED OBLIGATIONS" means any and all obligations, 
indebtedness, or liabilities of any kind or character owed by Borrower to PBC 
including all such obligations, indebtedness, or liabilities, whether for 
principal, interest (including any interest which, but for the application of 
the provisions of the Bankruptcy Code, would have accrued on such amounts), 
premium, reimbursement obligations, fees, costs, expenses (including, 
attorneys' fees), or indemnity obligations, whether heretofore, now, or 
hereafter made, incurred, or created, whether voluntarily or involuntarily 
made, incurred, or created, whether secured or unsecured (and if secured, 
regardless of the nature of extent of the security), whether absolute or 
contingent, liquidated or unliquidated, determined or indeterminate, whether 
Borrower is liable individually or jointly with others, and whether recovery 
is or hereafter becomes barred by any statute of limitations or otherwise 
becomes unenforceable for any reason whatsoever, including any act or failure 
to act by PBC.

               "LOAN DOCUMENTS" shall mean that certain Loan and Security 
Agreement dated May 21, 1996 between PBC and Borrower, any promissory notes 
issued by Borrower in connection therewith, and those documents, instruments, 
and agreements which either now or in the future exist among Borrower, 
Guarantor, or any affiliate of Borrower, on the one hand, and PBC, on the 
other hand.

                                      1

<PAGE>

                                                                EXHIBIT 10.4
                                                                PAGE 2 of 8

               (b) CONSTRUCTION. Unless the context of this Guaranty clearly 
requires otherwise, references to the plural include the singular, references 
to the singular include the plural, and the term "including" is not limiting. 
The words "hereof," "herein," "hereby," "hereunder," and other similar terms 
refer to this Guaranty as a whole and not to any particular provision of this 
Guaranty. Any reference herein to any of the Loan Documents includes any and 
all alterations, amendments, extensions, modifications, renewals, or 
supplements thereto or thereof, as applicable. Neither this Guaranty nor any 
uncertainty or ambiguity herein shall be construed or resolved against PBC or 
Guarantor, whether under any rule of construction or otherwise. On the 
Contrary, this Guaranty has been reviewed by Guarantor, PBC, and their 
respective counsel, and shall be construed and interpreted according to the 
ordinary meaning of the words used so as to fairly accomplished the purposes 
and intentions of PBC and Guarantor.

     2.  GUARANTEED OBLIGATIONS. Guarantor hereby irrevocably and 
unconditionally guarantees to PBC, as and for its own debt, until final and 
indefeasible payment thereof has been made, (a) payment of the Guaranteed 
Obligations, in each case when and as the same shall become due and payable, 
whether at maturity, pursuant to a mandatory prepayment requirement, by 
acceleration, or otherwise; it being the intent of Guarantor that the 
guaranty set fourth herein shall be a guaranty of payment and not a guaranty 
of collection; and (b) the punctual and faithful performance, keeping, 
observance, and fulfillment by Borrower of all of the agreements, conditions, 
covenants, and obligations of Borrower contained in the Loan Documents.

     3.  CONTINUING GUARANTY. This Guaranty includes Guaranteed Obligations 
arising under successive transactions continuing, compromising, extending, 
increasing, modifying, releasing, or renewing the Guaranteed Obligations, 
changing the interest rate, payment terms, or other terms and conditions 
thereof, or creating new or additional Guaranteed Obligations after prior 
Guaranteed Obligations have been satisfied in whole or in part. To the 
maximum extent permitted by law, Guarantor hereby waives any right to revoke 
this Guaranty as to future indebtedness. If such a revocation is effective 
notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that 
(a) no such revocation shall be effective until written notice thereof has 
been received by PBC, (b) no such revocation shall apply to any Guaranteed 
Obligations in existence on such date (including, any subsequent 
continuation, extension, or renewal thereof, or change in the interest rate, 
payment terms, or other terms and conditions thereof), (c) no such revocation 
shall apply to any Guaranteed Obligations made or created after such date to 
the extent made or created pursuant to a legally binding commitment of PBC in 
existence on the date of such revocation, (d) no payment by Guarantor, 
Borrower, or from any other source, prior to the date of such revocation 
shall reduce the maximum obligation of Guarantor hereunder, and (e) any 
payment by Borrower or from any source other than Guarantor, subsequent to 
the date of such revocation, shall first be applied to that portion of the 
Guaranteed Obligations as to which the revocation is effective and which are 
not, therefore, guaranteed hereunder, and to the extent so applied shall not 
reduce the maximum obligation of Guarantor hereunder.

     4.  PERFORMANCE UNDER THIS GUARANTY.  In the event that Borrower fails 
to make any payment of any Guaranteed Obligations on or before the due date 
thereof, or if Borrower shall fail to perform, keep, observe, or fulfill any 
other obligation referred to in clause (b) of Section 2 hereof in the manner 
provided in the Loan Documents, Guarantor immediately shall cause such 
payment to be made or each of such obligations to be performed, kept, 
observed, or fulfilled.

                                     2 

<PAGE>

                                                           EXHIBIT 10.4
                                                           PAGE 3 of 8


     5.  PRIMARY OBLIGATIONS.  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 the issuance of the Notes. Guarantor agrees 
that it is directly, jointly and severally with any other guarantor of the 
Guaranteed Obligation, liable to PBC, 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 its liability hereunder shall be immediate and shall 
not be contingent upon the exercise or enforcement by PBC of whatever 
remedies it may have against Borrower or any other guarantor, or the 
enforcement of any lien or realization upon any security PBC may at any time 
possess. Guarantor agrees that any release which may be given by PBC to 
Borrower or any guarantor shall not release Guarantor. Guarantor consents and 
agrees that PBC shall be under no obligation to marshal any assets of 
Borrower or any other guarantor in favor of Guarantor, or against or in 
payment of any or all of the Guaranteed Obligations.

     6.  WAIVERS.

         (a)  Guarantor hereby waives: (1) notice of acceptance hereof; (2) 
notice of any loans or other financial accommodations made or extended under 
the Loan Documents or the creation or existence of any Guaranteed 
Obligations; (3) notice of the amount of the Guaranteed Obligations, subject, 
however, to Guarantor's right to make inquiry of PBC to ascertain the amount 
of the Guaranteed Obligations at any reasonable time;  (4) notice of any 
adverse change in the financial condition of Borrower or of any other fact 
that might increase Guarantor's risk hereunder; (5) notice of presentment for 
payment, demand, protest, and notice thereof as to any promissory notes or 
other instruments among the Loan Documents; (6) notice of any event of 
default under the Loan Documents; and (7) all other notices (except if such 
notice is specifically required to be given to Guarantor hereunder or under 
any Loan Document to which Guarantor is a party) and demands to which 
Guarantor might otherwise be entitled.

         (b)  To the maximum extent permitted by law, Guarantor hereby waives 
the right by statute or otherwise to require PBC to institute suit against 
Borrower or to exhaust any rights and remedies which PBC has or may have 
against Borrower. In this regard, Guarantor agrees that it is Bound to the 
payment of all Guaranteed Obligations, whether now existing or hereafter 
accruing, as fully as if such Guaranteed Obligations were directly owing to 
PBC by Guarantor. Guarantor further waives any defense arising by reason of 
any disability or other defense (other than the defense that the Guaranteed 
Obligations shall have been fully and finally performed and indefeasibly 
paid) of Borrower or by reason of the cessation from any cause whatsoever of 
the liability of Borrower in respect thereof.

         (c)  To the maximum extent permitted by law, Guarantor hereby 
waives: (1) any rights to assert against PBC any defense (legal or 
equitable), set-off, counterclaim, or claim which Guarantor may now or at any 
time hereafter have against Borrower or any other party liable to PBC; (2) 
any defense, set-off, counterclaim, or claim, of any kind or nature, arising 
directly or indirectly from the present or future lack of perfection, 
sufficiency, validity, or enforceability of the Guaranteed Obligations or any 
security therefor; (3) any defense arising by reason of any claim of defense 
based upon an election or remedies by PBC including the provisions of 
Sections 580d and 726 of the California Code of Civil Procedure, or any 
similar law of California or any other jurisdiction; (4) the guarantor 
expressly waives

                                     3

<PAGE>

                                                           EXHIBIT 10.4
                                                           PAGE 4 of 8


any and all defenses in its favor based upon an election of remedies by the 
PBC which destroys, diminishes or affects the guarantor's subrogation rights 
against the borrower and/or the guarantor's rights to proceed against the 
borrower for reimbursement, contribution, indemnity or otherwise, including 
without limitation any election(s) by PBC to conduct a nonjudicial fore 
closure sale under any deed(s) of trust, and further including without 
limitation any and all defenses, rights or stoppels which might otherwise 
arise under or in connection with California Civil Code of Civil Procedure 
("CCP") Section 580d or 580a as a result of any such election(s) or 
otherwise. The guarantor acknowledges and agrees that it is knowingly waiving 
in advance as a result of the foregoing sentence a complete or partial 
defense to its guaranty it may later have had arising from CCP Section 580d 
or 580a based upon PBC's subsequent election to conduct a private nonjudicial 
foreclosure sale, even though such election would destroy, diminish or affect 
the guarantor's rights of subrogation against the borrower and the 
guarantor's rights to pursue the borrower for reimbursement, contribution, 
indemnity or otherwise. (5) the benefit of any statute of limitations 
affecting Guarantor's liability hereunder or the enforcement thereof, and any 
act which shall defer or delay the operation of any statute of limitations 
applicable to the Guaranteed Obligations shall similarly operate to defer or 
delay the operation of such statute of limitations applicable to guarantor's 
liability hereunder.

         (d)  To the maximum extent permitted by law, Guarantor hereby waives 
any right of subrogation Guarantor has or may have as against Borrower with 
respect to the Guaranteed Obligations. In addition, Guarantor hereby waives 
any right to proceed against Borrower, now or hereafter, for contribution, 
indemnity, reimbursement, and any other suretyship rights and claims, whether 
direct or indirect, liquidated or contingent, whether arising under express 
or implied contract or by operation of law, which Guarantor may now have or 
hereafter have as against the Borrower with respect to the Guaranteed 
Obligations. Guarantor also hereby waives any rights to recourse to or with 
respect to any asset of Borrower Guarantor agrees that in light of the 
immediately forgoing waivers, the execution of this Guaranty shall not be 
deemed to make Guarantor a "creditor" of Borrower, and that for purposes of 
Sections 547 and 550 of the Bankruptcy Code Guarantor shall not be deemed a 
"creditor" of Borrower.

         (e)  WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER 
PROVISION SET FORTH IN THIS GUARANTY, GUARANTOR HEREBY WAIVES, TO THE MAXIMUM 
EXTENT PERMITTED BY LAW, ANY AND ALL BENEFITS OR DEFENSES ARISING DIRECTLY OR 
INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE SECTION 2799, 2808, 
2809, 2810, 2815, 2819, 2820, 2821, 2822, 2838, 2839, 2845, 2848, 2849, AND 
2850, CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580a, 580b, 580c, 580d, AND 
726, AND CHAPTER 2 OF TITLE 14 OF THE CALIFORNIA CIVIL CODE.

     7.  RELEASES. Guarantor consents and agrees that, without notice to or 
by Guarantor and without affecting or impairing the obligations of Guarantor 
hereunder, PBC may, by action or inaction:

         (a)  compromise, settle, or extend the duration or the time for the 
payment of, or discharge the performance of, or may refuse to or otherwise 
not enforce the Loan Documents;

         (b)  release all or any one or more parties to any one or more of the
Loan Documents or grant other indulgences to Borrower in respect thereof;

                                     4

<PAGE>

                                                           EXHIBIT 10.4
                                                           PAGE 5 of 8



         (c)  amend or modify in any manner and at any time (or from time to 
time) any of the Loan Documents; or

         (d)  release or substitute any other guarantor, if any, of the 
Guaranteed Obligations, or enforce, exchange, release, or waive any security 
for the Guaranteed Obligations (including, the collateral referred to in 
Section 18 hereof) or any other guaranty of the Guaranteed Obligations, or 
any portion thereof.

     8.  NO ELECTION. PBC shall have the right to seek recourse against 
Guarantor to the fullest extent provided for herein, and no election by PBC 
to proceed in one form of action or proceeding, or against any party, or on 
any obligation, shall constitute a waiver of PBC's right to proceed in any 
other form of action or proceeding or against other parties unless PBC has 
expressly waived such right in writing. Specifically, but without limiting 
the generality of the forgoing, no action or proceeding by PBC under any 
document or instrument evidencing the Guaranteed Obligations shall serve to 
diminish the liability of Guarantor under this Guaranty except to the extent 
that PBC finally and unconditionally shall have realized indefeasible payment 
by such action or proceeding.

     (9)  INDEFEASIBLE PAYMENT.  The Guaranteed Obligations shall not be 
considered indefeasibly paid for purposes of this Guaranty unless and until 
all payments to PBC 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 
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. Upon such full and final performance and 
indefeasible payment of the Guaranteed Obligations whether by Guarantor or 
Borrower, PBC shall have no obligation whatsoever to transfer or assign its 
interest in the Loan Documents to Guarantor. In the event that, for any 
reason, any portion of such payments to PBC 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 PBC is required to repay plus any and all 
costs and expenses (including attorneys' fees) paid by PBC in connection 
therewith.

     10. FINANCIAL CONDITION OF BORROWER.  Guarantor represents and warrants 
to PBC that Guarantor is currently informed of the financial condition of 
Borrower and of all other circumstances which a diligent inquiry would reveal 
and which bear upon the risk of nonpayment of the Guaranteed Obligations. 
Guarantor further represents and warrants to PBC that Guarantor has read and 
understands the terms and conditions of the Loan Documents. Guarantor hereby 
covenants that Guarantor will continue to keep informed of Borrower's 
financial condition, the financial condition of other guarantors, if any, 
and of all other circumstances which bear upon the risk of nonpayment or 
nonperformance of the Guaranteed Obligations.

     11.  SUBORDINATION.  Guarantor hereby agrees that any and all present 
and future indebtedness of Borrower owing to Guarantor is postponed in favor 
of and subordinated to payment, in full, in cash, of the Guaranteed 
Obligations. In this regard, no payment of any kind whatsoever shall be made 
with respect to such indebtedness until the Guaranteed Obligations have been 
indefeasibly paid in full.

                                     5

<PAGE>

                                                           EXHIBIT 10.4
                                                           PAGE 6 of 8



     12.  PAYMENTS; APPLICATION.  All payments to be made hereunder by 
Guarantor shall be made in lawful money of the United States of America at 
the time of payment, shall be made in immediately available funds, and shall 
be made without deduction (whether for taxes or otherwise) or offset. All 
payments made by Guarantor hereunder shall be applied as follows: first, to 
all costs and expenses (including attorneys' fees) incurred by PBC in 
enforcing this Guaranty or in collecting the Guaranteed Obligations; second, 
to all accrued and unpaid interest, premium, if any, and fees owing to PBC 
constituting Guaranteed Obligations; and third, to the balance of the 
Guaranteed Obligations.

     13.  ATTORNEYS' FEES AND COSTS.  Guarantor agrees to pay, on demand, all 
reasonable attorneys' fees and all other costs and expenses which may be 
incurred by PBC in the enforcement of this Guaranty or in any way arising out 
of, or consequential to the protection, assertion, or enforcement of the 
Guaranteed Obligations (or any security therefor), whether or not suit is 
brought.

     14.  INDEMNIFICATION.  Guarantor agrees to indemnify PBC and hold PBC 
harmless against all obligations, demands, or liabilities asserted by any 
party and against all losses in any way suffered, incurred, or paid by PBC as 
a result of or in any way arising out of, following, or consequential to 
PBC's transactions with Borrower.

     15.  NOTICES.  All notices or demands by Guarantor or PBC to the other 
relating to this Guaranty shall be in writing and either personally served or 
sent by registered or certified mail, postage prepaid, return receipt 
requested, or by prepaid telex, telefacsimile, or telegram, and shall be 
deemed to be given for purposes of this Guaranty on the day that such writing 
is received by the party to whom it is sent. Unless otherwise specified in a 
notice sent or delivered in accordance with the provisions of this section, 
such writing shall be sent, if to Guarantor, then to the attention of Ronald 
G. Lee at Guarantor's address set forth on the signature page hereof, and if 
to PBC, then as follows:

                          PREFERRED BUSINESS CREDIT, INC.
                          300 N. Lake Avenue, Suite 1115
                          Pasadena, California 91101
                          Attn.: President

     16.  CUMULATIVE REMEDIES.  No remedy under this Guaranty or under any 
Loan Document is intended to be exclusive of any other remedy, but each and 
every remedy shall be cumulative and in addition to any and every other 
remedy given hereunder or under any Loan Document, and those provided by law 
or in equity. No delay or omission by PBC to exercise any right under this 
Guaranty shall impair any such right nor be construed to be a waiver thereof. 
No failure on the part of PBC to exercise, and no delay in exercising, any 
right hereunder shall operate as a waiver thereof; nor shall any single or 
partial exercise of any right hereunder preclude any other or further 
exercise thereof or the exercise of any other right.

     17.  BOOKS AND RECORDS.  Guarantor agrees that PBC's books and records 
showing the account between PBC and Borrower shall be admissible in any 
action or proceeding and shall be binding upon Guarantor for the purpose of 
establishing the items therein set forth and shall constitute prima facie 
proof thereof.

                                     6

<PAGE>


                                                                    EXHIBIT 10.4
                                                                    PAGE 7 of 8 

     18. COLLATERAL.  The obligations of Guarantor hereunder are secured, as
provided in that certain n/a.

     19. SEVERABILITY OF PROVISION.  Any provision of this Guaranty which is
prohibited or unenforceable under applicable law, shall be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof.

     20. ENTIRE AGREEMENT; AMENDMENTS.  This Guaranty constitutes the entire 
agreement between Guarantor and PBC pertaining to the subject matter 
contained herein.  This Guaranty may not be altered, amended, or modified, 
nor may any provision hereof be waived or noncompliance therewith consented 
to, except by means of a writing executed by both Guarantor and PBC.  Any 
such alteration, amendment, modification, waiver, or consent shall be 
effective only to the extent specified therein and for the specific purpose 
for which given.  No course of dealing and no delay or waiver of any right or 
default under this Guaranty shall be deemed a waiver of any other, similar or 
dissimilar right or default or otherwise prejudice the rights and remedies 
hereunder.

     21. SUCCESSORS AND ASSIGNS.  The death of Guarantor shall not terminate
this Guaranty.  This Guaranty shall be binding upon Guarantor's heirs,
executors, administrators, representatives, successors, and assigns and shall
inure to the benefit of the successors and assigns of PBC; Provided, however,
Guarantor shall not assign this Guaranty or delegate any of its duties hereunder
without PBC's prior written consent.  Any assignment without the consent of PBC
shall be absolutely void.  In the event of any assignment or other transfer of
rights by PBC, the rights and benefits herein conferred upon PBC shall
automatically extend to and be vested in such assignee or other transferee.

     22. SEPARATE PROPERTY.  Any married individual who signs this Guaranty in
his or her individual capacity hereby expressly agrees that recourse may be had
against his or her separate property for all Guaranteed Obligations hereunder.

     23. CHOICE OF LAW AND VENUE.  THE VALIDITY OF THIS GUARANTY, ITS 
CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT, AND THE RIGHTS OF GUARANTOR 
AND PBC, SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE 
WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO 
PRINCIPLES OF CONFLICTS OF LAW.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, 
GUARANTOR HEREBY AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION 
WITH THIS GUARANTY SHALL BE TRIED AND DETERMINED ONLY IN THE STATE AND 
FEDERAL COURTS LOCATED IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, OR, 
AT THE SOLE OPTION OF PBC, IN ANY OTHER COURT IN WHICH PBC SHALL INITIATE 
LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER 
MATTER IN CONTROVERSY.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, GUARANTOR 
HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM 
NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT 
IN ACCORDANCE WITH THIS SECTION.

     24. WAIVER OF JURY TRIAL.  TO THE MAXIMUM EXTENT PERMITTED BY LAW,
GUARANTOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY


                                          7

<PAGE>

                                                                    EXHIBIT 10.4
                                                                    PAGE 8 of 8 


ACTION, CAUSE OF ACTION, CLAIM, DEMAND, OR PROCEEDING ARISING UNDER OR WITH
RESPECT TO THIS GUARANTY, OR IN ANY WAY CONNECTED WITH, RELATED TO, OR
INCIDENTAL TO THE DEALINGS OF GUARANTOR AND PBC WITH RESPECT TO THIS GUARANTY,
OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE.  TO THE
MAXIMUM EXTENT PERMITTED BY LAW, GUARANTOR HEREBY AGREES THAT ANY SUCH ACTION,
CAUSE OF ACTION, CLAIM, DEMAND, OR PROCEEDING SHALL BE DECIDED BY A COURT TRIAL
WITHOUT A JURY AND THAT PBC MAY FILE AN ORIGINAL COUNTERPART OF THIS SECTION
WITH ANY COURT OR OTHER TRIBUNAL AS WRITTEN EVIDENCE OF THE CONSENT OF GUARANTOR
TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

     IN WITNESS WHEREOF,  Guarantor has executed and delivered this Guaranty as
of the date set forth in the first paragraph hereof.



                                        /s/ Ronald G. Lee
                                        ---------------------------------------
                                        Ronald G. Lee

               Guarantor's Address:     1147 San Marino Avenue
                                        San Marino, CA 91108

                         Telephone:     (818) 792-1428


                                          8