GUARANTY

Exhibit 10.41

GUARANTY

DATED:  February 24, 2004

PARTICULAR TERMS - DEFINITIONS

As used in this Guaranty, the following terms and expressions have the respective meanings indicated opposite each of them; where the meaning of any term is stated to be “None”, provisions involving the application of that term shall be disregarded:

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THIS GUARANTY, by the Guarantor (“Guarantor”) is made on the above date to Lender:

Section 1.                          Consideration/Nature of Guaranty .

In order to induce Lender to make the loan evidenced by the Note to Borrower, and in consideration thereof and of other good and valuable consideration, the receipt of which is hereby acknowledged, the Guarantor hereby unconditionally guarantees to the Lender:  (a) the due and punctual payment, and not just the collectibility, of the principal of, and interest on the Note when due, whether at maturity, pursuant to mandatory or optional prepayments, by acceleration or otherwise, and further including all Indebtedness, all at the times and place and at the rates described in, and otherwise according to the tenor of the Note and Collateral Documents, (b) the punctual and faithful performance and observation by the Borrower of all duties, agreements, and obligations of Borrower contained in the Collateral Documents, including but not by way of limitation, the affirmative covenants, the negative covenants and the truth and accuracy of all Representations and Warranties therein set forth.

Section 2.                          Security Instruments .

The Note and Collateral Documents, and all other, by way of example, related instruments, documents and writings (sometimes hereinafter collectively referred to as the “Security Instruments”) are hereby  made a part of this Guaranty by reference thereto, with the same force and effect as if fully set forth herein.

Section 3.                          Continuation of Liability .

The liability of the Guarantor shall in no way be affected or impaired by: (a) any amendment, alteration, extension, renewal, waiver, indulgence or other modification of the Security Instruments or Indebtedness; (b) any settlement or compromise in connection with the Indebtedness or Security Instruments; (c) any subordination of payments under the Indebtedness or Security Instruments to any other debt or claim; (d) any substitution, exchange, release or other disposition of all or any part of the Indebtedness or Security Instruments; (e) any failure, delay, neglect, act or omission by Lender to act in connection with the Indebtedness or Security Instruments; (f) any advances for the purpose of performing any covenant or agreement of the Borrower, or curing or otherwise in connection with any breach, event of default, Event of Default (any default, Default or Event of Default, collectively an “Event of Default”, shall mean the occurrence of any act, omission or failure (including failure to pay all sums due at maturity) of the Note or the Indebtedness (herein “Events of Default”) of any of the following, after any applicable notice and the expiration of time to cure as hereinafter provided:

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Borrower shall fail to make payment of any installment of principal and/or interest required or of any payment by Borrower, within ten (10) days from the date same is due and payable except at maturity ; or

The failure or breach of any other covenant, warranty, agreement, undertaking, condition, promise, representation or warranty herein contained and/or contained in the Security Instruments:

(i)                                      a general assignment by Borrower for the benefit of creditors;

(ii)                                   the filing of a voluntary petition in bankruptcy by Borrower;

(iii)                                the filing of any involuntary petition under any bankruptcy or insolvency law by Borrower’s creditors, said petition remaining undischarged for a period of sixty (60) days;

(iv)                               the appointment by any court of a receiver to take possession of substantially all of Borrower’s assets for a period of sixty (60) days; or

(v)                                  attachment, execution or other judicial seizure of substantially all of Borrower’s assets, such attachment, execution or other seizure remaining undismissed or undischarged for a period of sixty (60) days after the levy thereof.

(vi)                               the filing by or against Borrower of bankruptcy, insolvency, reorganization or other debtor’s relief afforded Borrower pursuant to the present or future provisions of the Bankruptcy Code or any other state or federal statute or by the decision of any court; or (h) any other matter whether similar or dissimilar to the foregoing.  The obligations of Guarantor are unconditional, notwithstanding any defect in the genuineness, validity, regularity or enforceability of the Indebtedness or the Security Instruments, or any other circumstances whether or not referred to herein, which might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor.

Section 4.                          Waivers .

To the extent permitted by Nevada law, the Guarantor hereby waives: (a) notice of acceptance of this Guaranty and of creations of Indebtedness of Borrower to Lender; (b) presentment and demand for payment of any Indebtedness of Borrower (c) protest, notice of protest, and notice of dishonor or default to the Guarantor or to any other party with respect to any of the Indebtedness or Security Instruments; (d) all other notices to which the Guarantor might otherwise be entitled; (e) any demand for payment under this Guaranty; (f) any defense arising by reason of any disability or other defense of Borrower by reason of the cessation from any cause whatsoever of the liability of the Borrower; (g) any rights to extension, composition or otherwise under the Bankruptcy Code or any amendments thereof, or under any state or other federal statute; (h) any right or claim or claim of right to cause a marshaling of Borrower’s assets; and (j) the provisions of Nevada Revised Statutes (“NRS”) Section 40.430 through the provisions of NRS 40.495.  No notice to or demand on the Guarantor shall be deemed to be a waiver of the obligation of the Guarantor or of the right of Lender to take further action without notice or demand as provided herein; nor in any event shall any modification or waiver of the provisions of this Guaranty be effective unless in writing nor shall any such waiver be applicable except in the specific instance for which given.

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Section 5.                          Exercise of Rights by Lender .

This is an irrevocable, unconditional and absolute guaranty of payment and performance and Guarantor agrees that the liability of Guarantor on this Guaranty shall be immediate and shall not be contingent upon the exercise or enforcement by Lender of whatever remedies it may have against the Borrower or others, or the enforcement of any lien or realization upon any security or Collateral that Lender may at any time possess.  Any one or more successive and/or concurrent actions may be brought hereon against Guarantor either in the same action, if any, brought against Borrower or in separate actions, as often as Lender, in its sole discretion, may deem advisable.  No election to proceed in one form of action or proceeding, or against any party, or on any obligation, shall constitute a waiver of Lender’s right to proceed in any