EXHIBIT 10.3

                             UNCONDITIONAL GUARANTY

         THIS  UNCONDITIONAL  GUARANTY  (the  "GUARANTY")  is entered into as of
October 13, 2004, by LION, INC., a Washington corporation (the "THE GUARANTOR"),
in favor of the holders of the notes that TUTTLE RISK MANAGEMENT  SERVICES INC.,
a  Delaware  corporation  (the  "COMPANY"),  issued  to  its  stockholders  (the
"STOCKHOLDERS") pursuant to the Secured Notes Agreement, dated as of October 13,
2004,  by  and  among  the  Company,  the  Guarantor,  Anthony  Berris,  as  the
Stockholders'  Representative,  and  the  Stockholders  (the  "NOTE  AGREEMENT";
capitalized  terms  used  herein  without  definition  shall  have the  meanings
assigned to them in the Note Agreement).

                                    RECITALS

         WHEREAS,  pursuant to the Agreement of Merger,  dated as of October 12,
2004, by and among the Guarantor, LION Acq., LLC, a Washington limited liability
company  wholly-owned  by the Guarantor  ("MERGER  LLC"),  the Company,  Anthony
Berris, Sern Clementson, and Anthony Berris, as the Stockholders' Representative
(the  "MERGER  Agreement"),  the Company will be merged with and into Merger LLC
and all of the  Company's  outstanding  Common Stock will be converted  into the
right to receive shares of Guarantor's  common stock and promissory notes issued
by Guarantor (the "MERGER");

         WHEREAS, under the Merger Agreement, it is a condition precedent to the
Merger that the Company make a distribution  to the  Stockholders in the form of
cash and notes (the  "DISTRIBUTION  NOTES")  immediately prior to the closing of
the Merger; and

         WHEREAS, the Stockholders are willing to receive the Distribution Notes
as part of the Merger transaction,  and to approve the Merger, provided that the
Guarantor guaranties the Company's  obligations under the Distribution Notes and
the other Note Documents, on the terms set forth herein, and the Guarantor is so
willing to guaranty the Company's  obligations under the Distribution  Notes and
the other Note Documents; and

         NOW, THEREFORE, IT IS AGREED THAT:

         1. The Guarantor  unconditionally and irrevocably guarantees payment of
all amounts that the Company owes to the  Stockholders  under the Note Documents
and the Company's  performance of its obligations  under the Note Documents (the
"GUARANTEED  OBLIGATIONS").   If  the  Company  does  not  perform  its  payment
obligations under the Note Documents (including payment obligations arising as a
result of a breach of performance  obligations),  the Guarantor will immediately
pay all amounts due (including all principal, interest and fees) and satisfy all
the Company's payment  obligations under the Note Documents.  This Guaranty is a
guaranty of prompt and punctual payment of the Guaranteed  Obligations,  whether
at stated maturity,  by acceleration or otherwise,  and is not merely a guaranty
of collection.

         2. These  obligations are independent of the Company's  obligations and
separate actions may be brought against the Guarantor (whether action is brought
against  the  Company  or whether  the  Company  is joined in the  action).  The
Guarantor waives benefit of any statute of

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limitations affecting its liability. The Guarantor's liability is not contingent
on the genuineness or enforceability of the Note Documents.

         3. The  Stockholders  may,  without notice to the Guarantor and without
affecting the Guarantor's obligations under this Guaranty, (a) renew, extend, or
otherwise change the terms of the Note Documents with the Company's consent; (b)
take security for the payment of this Guaranty or the other Note Documents;  (c)
exchange,  enforce,  waive and release any security;  and (d) apply the security
and direct its sale as the Stockholders, in their discretion, choose.

         4. The Guarantor waives:

            a) Any right to require the  Stockholders to (i) proceed against the
               Company or any other Person;  (ii) proceed against or exhaust any
               security or (iii) pursue any other remedy.  The  Stockholders may
               exercise or not  exercise  any right or remedy they have  against
               the Company or any  security  they hold  (including  the right to
               foreclose by judicial or nonjudicial  sale) without affecting the
               Guarantor's liability.

            b) Any defenses  from  disability or other defense of the Company or
               from the cessation of the Company's liabilities.

            c) Any setoff, defense or counterclaim against the Stockholders.

            d) Any defense from the absence,  impairment or loss of any right of
               reimbursement  or  subrogation  or any other  rights  against the
               Company. Until the Company's obligations to the Stockholders have
               been  paid,   the  Guarantor  has  no  right  of  subrogation  or
               reimbursement or subrogation or other rights against the Company.

            e) Any  right to  enforce  any  remedy  that the  Stockholders  have
               against the Company.

            f) Any  rights  to   participate   in  any  security   held  by  the
               Stockholders.

            g) Any demands for performance,  notices of nonperformance or of new
               or  additional  indebtedness.  The Guarantor is  responsible  for
               being and  keeping  itself  informed of the  Company's  financial
               condition.  The Stockholders have no duty to provide  information
               regarding the Company to the Guarantor.

            h) The benefits of California  Civil Code Sections 2809, 2810, 2819,
               2839, 2845, 2847, 2848, 2849, 2850, 2899 and 3433.

         5. If the Company becomes insolvent or is adjudicated bankrupt or files
a petition  for  reorganization,  or  similar  relief  under the  United  States
Bankruptcy  Code,  or if a petition  is filed  against  the  Company  and/or any
obligation  under the Note Documents is terminated or rejected or any obligation
of the Company is modified or if the  Company's  obligations  are  avoided,  the
Guarantor's  liability will not be affected and its liability will continue.  If
the Stockholders  must return any payment because of the insolvency,  bankruptcy
or reorganization

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of the Company,  the  Guarantor or any other the  guarantor,  this Guaranty will
remain effective or be reinstated.

         6. Until payment in full in cash of the Company's obligations under the
Note  Documents  and  termination  or  expiration  of the  Note  Documents,  the
Guarantor  subordinates  any  indebtedness  of the Company  that it holds to the
Guaranteed  Obligations;  and the Guarantor  will  collect,  enforce and receive
payments  as the  Stockholders'  trustee  and  will pay the  Stockholders  those
payments without reducing or affecting its liability under this Guaranty.

         7. Except as otherwise  specifically  provided  herein,  the  Guarantor
waives demand, notice of default or dishonor,  notice of payment and nonpayment,
notice of any default, nonpayment at maturity, release, compromise,  settlement,
extension,  or renewal of the  Secured  Obligations  on which the  Guarantor  is
liable.

         8.  The  Guarantor  will  pay the  Stockholders'  reasonable  fees  and
expenses incurred in enforcing this Guaranty,  including  reasonable  attorneys'
fees and expenses.  This Guaranty may not be waived,  revoked or amended without
the Stockholders' and the Guarantor's prior written consent. If any provision of
this Guaranty is  unenforceable,  all other provisions  remain  effective.  This
Guaranty is the entire agreement among the parties about this guaranty. No prior
dealings,  no usage of trade, and no parol or extrinsic  evidence may supplement
or vary this Guaranty. The Stockholders may assign this Guaranty.  This Guaranty
benefits the  Stockholders,  their  successors and assigns.  This Guaranty is in
addition to any other guaranties the Stockholders obtain.

         9. This Guaranty shall be governed by and construed in accordance  with
the laws of the State of  California,  without  regard to the  conflicts  of law
provisions thereof.

         Date:  October 13, 2004

         LION, INC.

         By: /s/ RANDALL D. MILES
             ----------------------------------

         Title: CHAIRMAN AND CEO
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