Exhibit 10.3

                               GUARANTY OF LEASE

      WHEREAS BEMEL & ROSS , hereinafter "Lessor", and LENSCARD herein "Lessee",
are  about to  execute  a  document  entitled  "Lease"  dated  DECEMBER  1, 2002
concerning  the premises  commonly  known as 11601  WILSHIRE  BLVD #2160 wherein
Lessor will lease the premises to Lessee, and

      WHEREAS,  ALAN  FINKELSTEIN  hereinafter  "Guarantors"  have  a  financial
interest in Lessee, and

      WHEREAS,  Lessor would not execute the Lease if Guarantors did not execute
and deliver to Lessor this Guarantee of Lease.

      NOW THEREFORE, in consideration of the execution of the foregoing Lease by
Lessor and as a material inducement to Lessor to execute said Lease,  Guarantors
hereby jointly, severally,  unconditionally and irrevocably guarantee the prompt
payment by Lessee of all rents and all other sums  payable by Lessee  under said
Lease and the faithful and prompt performance of Lessee of each and every one of
the terms,  conditions  and  covenants of said Lease to be kept and preformed by
Lessee.

      It is  specifically  agreed that the terms of the  foregoing  Lease may be
modified by agreement between Lessor and Lessee, or by a course of conduct,  and
said Lease may be assigned by Lessor or any assignee of Lessor  without  consent
or notice to Guarantors and that this Guaranty shall  guarantee the  performance
of said Lease as so modified.

      This Guaranty  shall not be released,  modified or affected by the failure
or delay on the part of Lessor to enforce  any of the rights or  remedies of the
Lessor under said Lease,  whether  pursuant to the terms thereof or at law or in
equity.

      No notice of default need be given to  Guarantors,  it being  specifically
agreed that the guarantee of the  undersigned  is a continuing  guarantee  under
which Lessor may proceed  immediately  against Lessee and/or against  Guarantors
following any breach or default by Lessee or for the  enforcement  of any rights
which  Lessor may have as against  Lessee under the terms of the Lease or at law
or in equity.

      Lessor  shall  have the  right to  proceed  against  Guarantors  hereunder
following  any breach or  default by Lessee  without  first  proceeding  against
Lessee  and  without  previous  notice  to  or  demand  upon  either  Lessee  or
Guarantors.

      Guarantors  hereby waive (a) notice of  acceptance of this  Guaranty,  (b)
demand of payment,  presentation  and protest,  (c) all right to assert or plead
any statute of limitations relating to this Guaranty or the Lease, (d) any right
to require the Lessor to proceed  against the Lessee or any other  Guarantor  or
any other persons or entity liable to Lessor, (e) any right to require Lessor to
apply to any default any  security  deposit or other  security it may hold under
the Lease,  (f) any right to require  Lessor to proceed  under any other  remedy
Lessor  may  have  before  proceeding  against  Guarantors,  (g)  any  right  to
subrogation.

      Guarantors  do hereby  subrogate  all existing or future  indebtedness  of
Lessee to Guarantors to the  obligation  owed to Lessor under the Lease and this
Guaranty.

      If a Guarantor is married,  such Guarantor  expressly agrees that recourse
may be had  against  his  or her  separate  property  for  all  the  obligations
hereunder.

<PAGE>

      The obligations of Lessee under the Lease to execute and deliver estoppels
statements and financial  statements,  as therein  provided,  shall be deemed to
also require the Guarantors hereunder to do and provide the same.

      The term  "Lessor"  refers to and means the Lessor  named in the Lease and
also Lessor's successors and assigns. So long as Lessor's interest in the Lease,
the leased premises or the rents,  issues and profits  therefrom,  are subject t
any mortgage or deed of trust or assignment  for  security,  no  acquisition  by
Guarantors of the Lessor's  interest shall affect the  continuing  obligation of
Guarantors under this Guaranty which shall  nevertheless  continue in full force
and effect for the  benefit of the  mortgage,  beneficiary,  trustee or assignee
under  such  mortgage,  deed of trust or  assignment  and their  successors  and
assigns.

      The term  "Lessee"  refers to and means the Lessee  named in the Lease and
also Lessee's successors and assigns.

      In the event any  action be  brought  by said  Lessor  against  Guarantors
hereunder to enforce the obligation of Guarantors  hereunder,  the  unsuccessful
party in such action  shall pay to the  prevailing  party  therein a  reasonable
attorney's fee which shall be fixed by the court.

Executed at Los Angeles, CA                /s/ Alan Finkelstein

On January 5, 2003                         ____________________________________

Address __________________________________ ____________________________________

__________________________________________               "GUARANTORS"