Exhibit 10.6

                                    GUARANTY


     GUARANTY  dated  September 8, 1998,  made by Gargoyles,  Inc., a Washington
corporation  (the  "Guarantor")  in favor of Ellen  Tracy,  Inc.,  a New  Jersey
corporation ("Ellen Tracy").


                              W I T N E S S E T H :

     WHEREAS,  Gargoyles  Acquisition  Corporation  II,  now  known  as  Private
Sunglasses Corporation ("Obligor"),  a wholly-owned subsidiary of Guarantor, has
entered into a Termination  Agreement,  dated the date hereof,  with Ellen Tracy
("the  Termination  Agreement")  pursuant to which  Obligor and Ellen Tracy have
agreed to terminate a certain  license  agreement  (the "License  Agreement") to
which Ellen Tracy and Obligor are parties; and

     WHEREAS,  pursuant to the Termination Agreement,  Obligor has agreed to pay
Ellen  Tracy  certain  royalties  due and owing to Ellen Tracy under the License
Agreement by delivery of a promissory note (the "Note") of even date herewith in
the amount of $214,375.00; and

     WHEREAS,  as a  further  inducement  to  Ellen  Tracy  to  enter  into  the
Termination   Agreement,   Guarantor  has  agreed  to  deliver  this   Guaranty,
guaranteeing the obligations of Obligor under the Note; and

     WHEREAS,  Guarantor  has  determined  that  its  execution,   delivery  and
performance of this Guaranty directly  benefit,  and are within the purposes and
in the best interests of, Guarantor.

     NOW, THEREFORE,  in consideration of the premises and the agreements herein
and in  order to  induce  Ellen  Tracy to  execute  the  Termination  Agreement,
Guarantor hereby agrees with Ellen Tracy as follows:

     1.   Guaranty.   Guarantor   hereby   (i)   irrevocably,   absolutely   and
unconditionally  guarantees  the  prompt  payment by Obligor as and when due and
payable (whether by scheduled maturity, demand or otherwise), of all amounts now
or hereafter  owing in respect of the Note,  for  principal  or  otherwise  (the
"Obligations"),  and whether  accruing  before or  subsequent to the filing of a
petition  initiating  a  bankruptcy,  reorganization,   liquidation  or  similar
proceeding  affecting  Obligor,  notwithstanding  the operation of the automatic
stay under Section  362(a) of the U.S.  Bankruptcy  Code, and (ii) agrees to pay
any and all expenses  (including  counsel fees and  expenses)  incurred by Ellen
Tracy in enforcing its rights under this Guaranty.


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     2. Guarantor's Obligations Unconditional.

          (a) Guarantor  hereby  guarantees  that the  Obligations  will be paid
strictly  in  accordance  with the  terms of the  Note,  regardless  of any law,
regulation or order now or hereafter in effect in any jurisdiction affecting any
of such terms or the rights of Ellen Tracy with respect  thereto.  The liability
of Guarantor hereunder shall be absolute and unconditional  irrespective of: (i)
any lack of validity or enforceability  of the Termination  Agreement and/or the
Note or any agreement or  instrument  relating  thereto;  (ii) any change in the
time,  manner or place of  payment  of, or in any other  term in  respect of the
Obligations,  or any other  amendment  or waiver of or consent to any  departure
from the Termination  Agreement and/or the Note or (iii) any other  circumstance
which might  otherwise  constitute a defense  available  to, or a discharge  of,
Obligor or any other  guarantor  in respect of the  Obligations  or Guarantor in
respect hereof.

          (b) This  Guaranty  (i) is a  continuing  guaranty and shall remain in
full force and effect until the  satisfaction in full of the Obligations and the
payment of the other expenses to be paid by Guarantor  pursuant  hereto and (ii)
shall continue to be effective or shall be reinstated, as the case may be, if at
any time any payment of any of the Obligations is rescinded or must otherwise be
returned by Ellen Tracy upon the  insolvency,  bankruptcy or  reorganization  of
Obligor or otherwise, all as though such payment had not been made.

     3. Waivers.  Guarantor  hereby waives (i) promptness  and  diligence,  (ii)
notice of acceptance and notice of the incurrence of the Obligations by Obligor,
(iii)  notice  of any  actions  taken  by  Ellen  Tracy  or  Obligor  under  the
Termination  Agreement  and/or  the Note or any other  agreement  or  instrument
relating thereto, (iv) notice of change,  modification or amendment to the Note,
(v) all other notices,  demands and protests, and all other formalities of every
kind in connection with the enforcement of the Obligations or of the obligations
of  Guarantor  hereunder,  the  omission  of or  delay  in  which,  but  for the
provisions of this Section 3, might constitute  grounds for relieving  Guarantor
of its obligations hereunder, and (vi) any requirement that Ellen Tracy protect,
secure,  perfect or insure any security interest or lien or any property subject
thereto or exhaust  any right or take any  action  against  Obligor or any other
entity or any collateral. Guarantor hereby consents to any and all forebearances
and  extensions of time of payment or performance of the Note and to any and all
changes in the terms,  covenants and conditions thereof now or at any other time
hereafter  made or granted with or without  notice to Guarantor or prior consent
by Guarantor. Guarantor agrees that this Guaranty shall constitute a guaranty of
payment and not of collection.

     4. Representations and Warranties. Guarantor hereby represents and warrants
that (i) it has all  requisite  power and  authority  to  execute,  deliver  and
perform this Guaranty, (ii) no authorization or approval or other action by, and
no notice to or filing with, any governmental authority or other regulatory body
is required for the due execution, delivery and performance by Guarantor of this
Guaranty,  (iii) this  Guaranty  is a legal,  valid and  binding  obligation  of
Guarantor,  enforceable against Guarantor in accordance with its terms, and (iv)
there  is no  action,  suit or  proceeding  pending  or  threatened  against  or
otherwise affecting  Guarantor before any court or other governmental  authority


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or any arbitrator which may materially  adversely affect Guarantor's  ability to
perform its obligations hereunder.

     5.  Consent  to  Jurisdiction;   Waiver  of  Immunities.  Guarantor  hereby
irrevocably submits to the jurisdiction of any state or Federal court sitting in
New  York  in any  action  or  proceeding  arising  out of or  relating  to this
Guaranty,  and Guarantor hereby irrevocably agrees that all claims in respect of
such action or proceeding  may be heard and  determined in such state or Federal
court.  Guarantor  irrevocably consents to the service of any and all process in
any such  action or  proceeding  by the  mailing  of copies of such  process  to
Guarantor at its address specified in Section 6 hereof.  Guarantor agrees that a
final  judgment in any such action or proceeding  shall be conclusive and may be
enforced in other  jurisdictions  by suit on the judgment or in any other manner
provided by law. Nothing in this Section 5 shall affect the right of Ellen Tracy
to serve legal process in any other manner  permitted by law or affect the right
of Ellen  Tracy to bring  any  action or  proceeding  against  Guarantor  or its
property in the courts of any other jurisdictions.  To the extent that Guarantor
has or hereafter may acquire any immunity from jurisdiction of any court or from
any legal  process  (whether  through  service  or notice,  attachment  prior to
judgment,  attachment in aid of execution,  execution or otherwise) with respect
to itself or its property,  Guarantor hereby irrevocably waives such immunity in
respect of its obligations under this Guaranty.

     6.  Notices,  Etc.  All  notices  and  other  communications  provided  for
hereunder shall be in writing and shall be mailed,  telegraphed or delivered, if
to Guarantor, to its address at 5866 South 194th Street, Kent, Washington 98032;
and if to Ellen Tracy, to its address at 575 Seventh Avenue, New York, NY 10018;
or, as to either such entity,  at such other  address as shall be  designated by
such entity in a written  notice to such other  entity  complying as to delivery
with the terms of this  Section  6. All such  notices  and other  communications
shall  be  effective  (i) if  mailed,  when  deposited  in the  mails,  (ii)  if
telegraphed,  when  delivered to the telegraph  company,  or (iii) if delivered,
upon delivery.

     7. Miscellaneous.

          (a)  Guarantor  will make each  payment  hereunder  in lawful money of
United  States of America  and in same day funds to Ellen  Tracy at its  address
specified in Section 6 hereof.

          (b) No amendment of any provision of this Guaranty  shall be effective
unless it is in writing and signed by Guarantor  and Ellen Tracy,  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 Ellen Tracy,
and then such waiver of consent shall be effective only in the specific instance
and for the specific purpose for which given.

          (c) No failure on the part of Ellen Tracy to exercise, and no delay in
exercising,  any right hereunder or under the Termination  Agreement and/or Note
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


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other right.  The rights and remedies of Ellen Tracy provided  herein and in the
Termination Agreement and/or Note are cumulative and are in addition to, and not
exclusive of, any rights or remedies  provided by law. The rights of Ellen Tracy
under the  Termination  Agreement  and/or Note against any party thereto are not
conditional  or  contingent on any attempt by Ellen Tracy to exercise any of its
rights under the Termination Agreement and/or Note against such party or against
any other entity.

          (d)  Any   provision  of  this   Guaranty   which  is   prohibited  or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining portions hereof or thereof or affecting the validity or enforceability
of such provision in any other jurisdiction.

          (e) This Guaranty shall (i) be binding on Guarantor and its successors
and  assigns,  and (ii) inure,  together  with all rights and  remedies of Ellen
Tracy hereunder,  to the benefit of Ellen Tracy and its successors,  transferees
and assigns.  Without  limiting the generality of clause (ii) of the immediately
preceding  sentence,  Ellen Tracy may assign or otherwise transfer the Note, and
its rights under the Agreement, to any other entity, and such other entity shall
thereupon  become vested with all of the benefits in respect  thereof granted to
Ellen Tracy herein or otherwise.  None of the rights or obligations of Guarantor
hereunder  may be assigned or otherwise  transferred  without the prior  written
consent of Ellen Tracy.

          (f) This  Guaranty  shall be governed by and  construed in  accordance
with the law of the State of New York.

          (g) Guarantor  acknowledges that Ellen Tracy is agreeing to accept the
Note in reliance  upon this  Guaranty.  This  Guaranty may not be revoked by the
undersigned except with the express written consent of Ellen Tracy.

     IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be executed under
seal as of the date first above written.

                                  GARGOYLES, INC.


                                  By: /s/ Leo Rosenberger
                                      ---------------------------------
                                  Leo Rosenberger, CEO & CFO

                                  (SEAL)