GUARANTY AGREEMENT (PCHI)

Exhibit 99.4

GUARANTY AGREEMENT

(PCHI)

This Guaranty Agreement (as the same may be amended, modified, or

supplemented from time to time, the "GUARANTY") is made as of March 3, 2005, by

PACIFIC COAST HOLDINGS INVESTMENT, LLC, a California limited liability company

("GUARANTOR"), in favor of MEDICAL PROVIDER FINANCIAL CORPORATION II, a Nevada

corporation ("LENDER"), with reference to the following facts:

RECITALS:

A. This Guaranty is made in connection with a certain Credit Agreement

dated as of the date hereof (as amended, restated, supplemented or otherwise

modified from time to time, the "CREDIT AGREEMENT") by and among Lender and the

Borrowers and certain other "Credit Parties" (as defined therein). Initially

capitalized terms used herein and not otherwise defined herein shall have the

respective meanings ascribed to such terms in the Credit Agreement.

B. AHM CGH, Inc., a California corporation, HEALTH RESOURCES

CORPORATION OF AMERICA- CALIFORNIA, a Delaware corporation, UWMC HOSPITAL

CORPORATION, a California corporation, and SHL/O CORP., a Delaware corporation

(collectively, "SELLER") are in the business of delivering acute care services

to the public through the acute care hospital facilities identified in this

Guaranty, and incident thereto, are also in the businesses of owning and

operating certain medical office buildings ("MOB'S") and other healthcare

businesses related thereto (the "BUSINESSES").

C. Pursuant to a certain Asset Sale Agreement dated as of September 29,

2004 ("ASSET SALE AGREEMENT"), IHHI is acquiring from Seller (a) the fee

interest in certain real property, hospital facilities, MOB's and Businesses in

three (3) separate locations in Orange County, California, and (b) the tenant's

interest in certain leases of real property, hospital facility and an MOB also

located in Orange County, California ("LEASED HOSPITAL FACILITY") (each a

"HOSPITAL FACILITY" and together the "HOSPITAL FACILITIES"), and the business

assets related to the same. To enable IHHI to make these acquisitions, Borrowers

are borrowing the sum of Fifty Million Dollars ($50,000,000) from Lender (the

"ACQUISITION LOAN").

D. Immediately following IHHI's acquisition of the Hospital Facilities,

IHHI will transfer three (3) of the Hospital Facilities to Pacific Coast

Holdings Investment, LLC, a California limited liability company ("PCHI").

Immediately after the transfer to PCHI, IHHI will transfer its ownership

interest in PCHI to (a) West Coast Holdings, LLC, a California limited liability

company ("WEST COAST") a fifty-one percent (51%) membership interest, and (b)

Ganesha Realty, LLC, a California limited liability company ("GANESHA") a

forty-nine percent (49%) membership interest. Then, PCHI will lease the three

(3) Hospital Facilities back to IHHI pursuant to a Triple Net Hospital and

Medical Office Building Lease dated March 3, 2005 (the "TRIPLE NET LEASE").

Then, IHHI will (i) sublease each of the three Hospital Facilities to three (3)

of its subsidiaries (WMC-SA, WMC-A and Coastal), each of which is identified

above as a Borrower, and (ii) sub-sublease the Leased Hospital Facility to

another of its subsidiaries (Chapman), which is also identified above as a

Borrower.

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E. Borrowers have also requested that Lender extend a non-revolving

Line of Credit facility to Borrowers of up to Thirty Million Dollars

($30,000,000) in the aggregate for the purpose of providing (a) working capital

financing for Borrowers, (b) funds for other general corporate purposes of

Borrowers, and (c) funds for other purposes permitted hereunder (the "LINE OF

CREDIT LOAN").

F. For the purposes set forth above, Lender is willing to make the

Acquisition Loan and the Line of Credit Loan and other extensions of credit to

or for the benefit of Borrowers of up to such amount upon the terms and

conditions set forth herein.

G. Among other conditions for making the Acquisition Loan and the Line

of Credit Loan (collectively, the "LOAN"), Lender has required, among other

conditions, that the Guarantor guaranty the payment of the Loan and pledge its

assets as additional security for the payment and performance of the

Obligations, including the Loan, under the Credit Agreement.

H. Guarantor will derive substantial direct and indirect economic

benefits from the Loan.

I. The parties intend that these Recitals are made a part of this

Guaranty.

NOW, THEREFORE, for and in consideration of the foregoing and of any

financial accommodations or extensions of credit (including, without limitation,

any loan or advance by renewal, refinancing or extension of the agreements

described hereinabove or otherwise) heretofore, now or hereafter made to or for

the benefit of any Borrower pursuant to the Credit Agreement or any other

agreement, instrument or document executed pursuant to or in connection

therewith, and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, each Borrower and the Lender

hereby agree as follows:

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and

agreements set forth in this Guaranty, and for other good and valuable

consideration, the receipt and adequacy of which are hereby acknowledged, Lender

and Guarantor agree as follows:

1. Definitions; Certain Matters of Construction.

Unless otherwise set forth herein, (a) initially capitalized terms

or matters of construction defined or established in the Credit Agreement shall

be applied herein as defined or established therein, (b) any reference to a

"Section" shall refer to the relevant section of this Guaranty, and (c) the

following terms shall have, unless otherwise provided elsewhere in this

Guaranty, the meanings set forth below:

"EQUITY INTEREST" means all shares of capital stock, options and

warrants to purchase equity securities or other forms of equity, membership

interests, general or limited partnership interests or other equivalents

(regardless of how designated) of or in a corporation, partnership, limited

liability company or equivalent entity whether voting or nonvoting, including

common stock, preferred stock or any other "equity security" (as such term is

defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the

Securities and Exchange Commission under the Securities Exchange Act).

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"GUARANTY OBLIGATIONS" shall mean (a) the Obligations under the

Credit Agreement, including the Loan and (b) all indebtedness, liabilities, and

obligations of Guarantor to Lender whether now existing or hereafter arising

under this Guaranty.

"GUARANTY TERMINATION DATE" shall mean the date on which Borrower

shall have no further right to receive any financial accommodations under the

Credit Agreement and all Obligations under the Credit Agreement and the Guaranty

Obligations shall have been completely satisfied.

"OBLIGATIONS" has the meaning assigned to it in the Credit

Agreement.

"SOLVENT" shall mean, with respect to Guarantor on a particular

date, that on such date (a) the fair value of the property of Guarantor is

greater than the total amount of its liabilities, including contingent

liabilities; (b) the present fair salable value of the assets of Guarantor is

not less than the amount that will be required to pay the probable liability of

Guarantor on its debts as they become absolute and matured; (c) Guarantor does

not intend to, and does not reasonably believe that it will, incur debts or

liabilities beyond its ability to pay as such debts and liabilities mature; and

(d) Guarantor is not engaged in a business or transaction, and is not about to

engage in a business or transaction, for which its property would constitute an

unreasonably small capital. The amount of contingent liabilities (such as

litigation, guarantees and pension plan liabilities) at any time shall be

computed as the amount that, in light of all the facts and circumstances

existing at the time, represents the amount that can be reasonably be expected

to become an actual or matured liability.

2. Guaranty.

2.1 Guaranty of the Obligations.

(a) In consideration of the Loan, all other financial

accommodations to or for the benefit of Borrower and Guarantor, and for other

valuable consideration, the receipt and sufficiency of which Guarantor hereby

acknowledges, Guarantor hereby unconditionally, irrevocably and absolutely

guarantees to Lender, and its respective successors, endorsees, transferees, and

assigns, the prompt payment (whether at stated maturity, by acceleration or

otherwise) and performance of the Loan, together with all other Obligations,

whether now or hereafter existing, and whether for principal, interest, fees,

expenses, or otherwise, howsoever created, arising or evidenced, whether direct

or indirect, absolute or contingent or now or hereafter existing or due or to

become due (including in all cases all such amounts which would become due but

for the operation of the provisions of Title 11 of the United States Code or any

other similar statutes).

(b) This Guaranty constitutes a guaranty of payment and

performance when due and not of collection, and Guarantor specifically agrees

that it shall not be necessary or required that Lender, or any of its

successors, endorsees, transferees, or assigns assert any claim or demand or

enforce any remedy whatsoever against any Borrower, any Credit Party, or any

other Person, or with respect to any collateral (provided by any Borrower or any

Credit Party) (collectively, "COLLATERAL"), before or as a condition to the

obligations of Guarantor under this Guaranty.

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2.2 Absolute Guaranty. The Guaranty Obligations shall remain in

full force and effect without regard to, and shall not be impaired or affected

by, or be deemed to be satisfied by, and Guarantor shall not be exonerated,

discharged or released by, any of the following events:

(a) Lender's exercise or enforcement of, or failure or delay

in exercising or enforcing, legal proceedings to collect the Loan or the

Guaranty Obligations or any power, right, or remedy with respect to any of the

Loan, the Guaranty Obligations, or the Collateral, including without limitation:

(i) any action or inaction of Lender to perfect, protect, or enforce any lien

upon any Collateral; or (ii) any change in the time, manner, or place of payment

of, or in any other term of, any or all of the Loan or the Guaranty Obligations,

or any other amendment to, or waiver of, the Credit Agreement, any other Loan

Document, or any other agreement or instrument governing or evidencing the Loan

or any of the Guaranty Obligations;

(b) insolvency, bankruptcy, reorganization, arrangement,

adjustment, composition, assignment for the benefit of creditors, appointment of

a receiver or trustee for all or any part of Borrower's or Guarantor's assets or

of the assets of any other guarantor of the Obligations, liquidation,

winding-up, or dissolution of Borrower or Guarantor, or any other guarantor of

the Obligations;

(c) any limitation, discharge, cessation, or partial

satisfaction of the Loan, the Guaranty Obligations, or the obligations of any

other guarantor of the Obligations, or any invalidity, voidability,

unenforceability, in whole or in part, of the Credit Agreement, this Guaranty,

any other Loan Document, or any other document evidencing the Loan or Guaranty

Obligations;

(d) any merger, acquisition, consolidation or change in

structure of Borrower or Guarantor or any other guarantor of the Obligations; or

any sale, lease, transfer, or other disposition of any or all of the assets or

Equity Interests of any Borrowers or Guarantor or any other guarantor of the

Obligations, including, without limitation, any transfer by Borrower of all or

any part of any Collateral, or termination of Borrower's existence for any

reason;

(e) any assignment or other transfer, in whole or in part,

of Lender's interest in or rights in or under the Credit Agreement, or any other

Loan Document, including, without limitation, this Guaranty, or with respect to

the Loan, the Guaranty Obligations, or the Collateral;

(f) any claim, defense, counterclaim, or setoff that

Borrower or Guarantor or any other guarantor of the Obligations may have or

assert, including, without limitation, any defense of incapacity, disability, or

lack of corporate, organizational or other authority to execute any document

relating to the Loan, the Guaranty Obligations, the Collateral, or any other

Guaranty, other than (i) upon the occurrence of the Guaranty Termination Date,

the defense of prior performance, or (ii) any defense based on any applicable

provision of the Uniform Commercial Code requiring that Collateral be disposed

of in a commercially reasonable manner;

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(g) any cancellation, renunciation or surrender of any

pledge, guaranty, or any debt instrument evidencing the Loan or the Guaranty

Obligations;

(h) the vote, claim, distribution, election, acceptance,

action, or inaction of

Lender in any bankruptcy or reorganization case related to the Loan, the

Guaranty Obligations, or the Collateral; or

(i) any other action or circumstances that might otherwise

constitute a defense available to, or a legal or equitable discharge of, any

surety, guarantor or Guarantor;

it being agreed that the Guaranty Obligations shall not be discharged until the

Guaranty Termination Date.

2.3 Demand by Lender. In addition to the terms set forth herein,

and in no manner imposing any limitation on such terms, if any of the

Obligations under the Credit Agreement are declared to be or otherwise becomes

immediately due and payable, then Guarantor, upon demand in writing therefor by

Lender, shall immediately pay the Guaranty Obligations to Lender. Payment by

Guarantor shall be made to Lender to be credited and applied to the Obligations,

in immediately available funds in lawful money of the United States of America

to an account designated by Lender or at the address set forth below the

signature of Lender hereto or at any other address that may be specified in

writing from time to time by Lender as provided herein. Any payment received by

Lender with respect to the Loan or other Obligations shall reduce the Guaranty

Obligations by the amount of such payment.

2.4 Guarantor Waivers. In addition to any other waivers contained

herein, Guarantor waives, agrees and acknowledges as follows and waives any

defense based upon or arising from the following:

(a) The Guaranty Obligations are the immediate, direct,

primary and absolute liabilities of Guarantor, and are independent of, and not

co-extensive with, the Loan, the other Obligations or the obligations of any

other guarantor of the Obligations. Guarantor expressly waives any right it may

have now or in the future to direct or affect the manner or timing of Lender's

enforcement of its rights or remedies. Guarantor expressly waives any right it

may have now or in the future to require Lender to, and Lender shall not have

any liability to, pursue or enforce first against any Borrower, any of the

properties or assets of any Borrower, the Collateral or any other security,

guaranty or pledge that may now or hereafter be held by Lender for the Loan or

for the Guaranty Obligations, or to apply such security, guaranty, or pledge to

the Loan or to the Guaranty Obligations. Guarantor shall remain liable for the

Guaranty Obligations, notwithstanding any judgment Lender may obtain against any

Borrower or Guarantor, any other guarantor of the Obligations, or any other

person or entity, or any modification, extension or renewal with respect

thereto. Lender shall not be under any liability to marshal any assets in favor

of Guarantor or in payment of any or all of the Loan or the Guaranty

Obligations.

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(b) Guarantor has entered into this Guaranty based solely

upon its independent knowledge of each Borrower's financial condition, and

Guarantor assumes full responsibility for obtaining any further information with

respect to Borrowers or the conduct of its business. Guarantor represents that

it is now, and during the terms of this Guaranty will be, responsible for

ascertaining the financial condition of Borrowers. Guarantor hereby waives any

duty on the part of Lender to disclose to Guarantor, and agrees that it is not

relying upon or expecting Lender to disclose to it, any fact known or hereafter

known by Lender relating to the operation or condition of any Borrower or its

business or relating to the existence, liability, or financial condition of any

other guarantor of the Obligations. Guarantor knowingly accepts the full range

of ri