PACIFIC AEROSPACE & ELECTRONICS INC
EXHIBIT 10.60
<DOCUMENT>
<TYPE>EX-10.60
<SEQUENCE>7
<FILENAME>f89244exv10w60.txt
<DESCRIPTION>EXHIBIT 10.60
<TEXT>
<PAGE>
                                                                   Exhibit 10.60


                                    GUARANTY

This contract of guaranty made and entered into this FEBRUARY 12, 2003 between
CAPCO FINANCIAL COMPANY, A DIVISION OF CUPERTINO NATIONAL BANK hereinafter
referred to as "CAPCO", and PACIFIC AEROSPACE & ELECTRONICS, INC. hereinafter
referred to as Client; and CASHMERE MANUFACTURING CO., INC. and hereinafter
referred to as the Guarantors,

WITNESSETH:

That the Client has made application to CAPCO for financial accommodation, which
the Guarantors seek to induce CAPCO to grant.

NOW, THEREFORE, IT IS UNDERSTOOD AND AGREED AS FOLLOWS:

1. To induce CAPCO to grant or extend and/or to continue to grant or extend to
or for the benefit of the Client such invoice financing, factoring, loan(s),
credit(s), or other financial accommodation upon such terms and conditions and
at such rate, or rates of discount, or interest, as may be agreed upon between
the Client and CAPCO, and for other good and valuable consideration, including
the sum of One Dollar to Guarantors in hand paid, receipt of which is hereby
acknowledged, the Guarantors, and each of them (if more than one), and their
respective marital communities, hereby jointly and severally guarantee to CAPCO
absolutely and unconditionally, at all times, payment immediately when due, of
any and all indebtedness and/or liabilities, direct or contingent, irrespective
of their character, regularity, enforceability or validity, now owing, or which
may hereafter be owing or become due, from the Client to CAPCO, its successors
or assigns, or which may arise from dealings between CAPCO and the Client and/or
from other dealings by which CAPCO may become in any manner whatsoever a
creditor of the Client, including in such indebtedness and/or liabilities (and
in addition to whatever limiting amount may be set forth herein), all fees, and
or interest charges and expenses accrued with respect thereto, and all costs,
charges and expenses which CAPCO may incur in enforcing or obtaining payment of
any such indebtedness and/or liabilities, or pay in connection with the Client's
account, up to a limiting principal amount of ($3,000,000.00) THREE MILLION AND
00/100 dollars, (regardless of any excess amount which may now or hereafter be
or become owing from Client to CAPCO): but nothing herein contained shall be
deemed to obligate CAPCO to extend any definite amount of credit to the Client.

2. CAPCO is hereby given the following powers and rights, which CAPCO may at its
sole discretion exercise one or more times and from time to time without in any
way diminishing, releasing or discharging the Guarantors' obligation hereunder.
To make change, alter, cancel, renew, extend, decrease or increase the amount,
principal and/or fee of the indebtedness and/or liabilities of the Client; to
change, substitute, withdraw, decrease, increase, release, alter, collect or
sell (at public or private sale for such price and upon such terms as CAPCO may
deem reasonable) any Account, account receivable, right to payment, collateral
or property securing such indebtedness and/or liabilities, or any part thereof
(CAPCO shall not be bound in any way to effect the reduction or satisfaction of
the Client's indebtedness and/or liabilities to CAPCO and neither the Guarantors
nor the Client shall have the right to require CAPCO to reduce or to satisfy
said indebtedness and/or liabilities either by application of any Account, or
collateral or by the enforcement of any guaranty, which CAPCO either now holds
or hereafter may obtain as security for the whole or any part of said
indebtedness and/or liabilities): to add other guarantors to the guaranty; to
procure additional guaranties of any or all of the Clients indebtedness and/or
liabilities to CAPCO; to release any of the guarantors executing either this
guaranty or other guaranties now extant or hereafter obtained; to enforce for
CAPCO's benefit any security which the Client has given to the Guarantors for
the Guarantors' indemnity; to apply all sums of money and/or property, of any
kind or nature, which may be received by CAPCO from the Client, or from any one
on the Client's behalf, or for the Client's use or benefit, to the reduction
and/or payment of whatever portion of the Client's indebtedness and/or
liabilities which CAPCO, in its sole discretion, may determine, regardless of
whether said portion is unsecured, is in any

Form Date 6/97                                                 Initial__________
<PAGE>
way secured or guaranteed, is barred by the statute of limitations, or is in
excess of the limit of this guaranty (it being the intention of the parties
hereto that CAPCO shall have absolute control over the application of all
payments from whatever source received); to receive payment in full of all of
the indebtedness and/or liabilities owing from the Client to CAPCO before the
Guarantors shall be entitled to receive any of the aforesaid money or property
or to apply the same upon the Guarantors claims against the Client (including
claims acquired by subrogation from CAPCO); to exercise the same powers and
rights in the event of the Client's insolvency, bankruptcy, receivership, or
assignment for the benefit of creditors, in which event all of the indebtedness
and/or liabilities owing from the Client to CAPCO shall be satisfied in full
before the Guarantors shall be entitled to participate in the distribution of
the Client's assets; and to otherwise deal with the Client, the Guarantors
and/or any endorser or guarantor as CAPCO may elect. The liability of Guarantors
shall not be affected or impaired by CAPCO's failure, neglect or omission to
realize on the indebtedness and/or liabilities or any collateral therefor.

3. Any financial accommodation granted or continued by CAPCO to the Client shall
be conclusively deemed to have been induced hereby and in reliance hereon.
Notice of acceptance of this guaranty as well as all demands, presentments,
notices of protest and notices of every kind or nature, including those of any
action or non-action on the part of the Client, CAPCO, any of the Guarantors,
any other Guarantor, any creditor of the Client, of CAPCO, or any of the
Guarantors, or of any other Guarantor, or any other person, whomsoever, are
hereby fully waived by the Guarantors.

4. This is a continuing guaranty and neither the exercise by CAPCO of any of the
aforesaid rights and powers, nor the payment and/or satisfaction by anyone,
either in whole or in part, of the Client's indebtedness and/or liabilities to
CAPCO, nor the intervention of lapses of time between CAPCO's transactions with
the Client, regardless of how long or how frequent the lapses shall be, shall
operate either as a full or partial discharge of this guaranty but the
Guarantors' obligation to CAPCO hereunder, regardless of the foregoing
contingencies, shall continue binding and enforceable to the full limit
aforesaid, both as to said indebtedness and/or liabilities which then may be
extant and unpaid, and as to those which thereafter in any manner may arise
until notice in writing, via certified mail, signed by the Guarantors to make no
further advances to the Client hereunder is received by CAPCO. If the
Guarantors, or any of them, give such notice of their election to be no longer
bound by this guaranty, they shall thereby be released from future liability
hereunder, but they shall remain bound as to indebtedness and/or liabilities
then existing and renewals or extensions in whole or in part of the then
existing indebtedness and/or liabilities, but this guaranty, at CAPCO's option
shall continue in full force and effect as to any or all of the Guarantors who
have not given such notice.

5. Each Guarantor also hereby waives any claim, right, or remedy which such
Guarantor may now have or hereafter acquire against the Client, or against other
Guarantors, including, without limitation, any claim, right or remedy of
subrogation, reimbursement, exoneration, indemnification, contribution, or
participation in any claim, right, or remedy of CAPCO against the Client, or
against any Guarantor, or any security which CAPCO now has or hereafter
acquires, whether or not such claim, right or remedy arises in equity, under
contract, by statute, under common law, or otherwise.

6. Upon any default of the Client in any of its indebtedness and/or liabilities
to be due and payable, and, without making any demand upon or bringing any
action against the Client, without seeking recovery against the guarantors under
any other guaranties, and without foreclosing upon, selling or otherwise
disposing of or collecting any collateral which CAPCO may then have as security
for such indebtedness and/or liabilities, CAPCO may proceed directly against the
Guarantors to enforce payment by the Guarantors to the full extent of the
Guaranty, or, without in any way releasing the Guarantors from their full
obligation hereunder, CAPCO may seek recovery from the Client and/or from the
guarantors under any other guaranties, and may apply the proceeds of such
recovery in the manner set forth in paragraph 2 above. In the event that suit is
instituted to enforce this guaranty or any claim arising hereunder, the
Guarantors agree and undertake to pay to CAPCO its costs, together with a
reasonable attorneys fee (as fixed by the court), and further agree that the
venue of any such suit may be laid in King County Washington.

7. Words used herein in the singular number shall be deemed to include the
plural and vice versa, and word

Form Date 6/97                                                 Initial__________
<PAGE>
importing the masculine gender shall also include the feminine and neuter, where
the number or gender of the signatories hereto shall require such construction.

8. This guaranty shall be valid and binding upon the Guarantors who have
executed this Guaranty notwithstanding the non-execution hereof by any of the
within named Guarantors, by any prospective Guarantors, or by the Client, and
notwithstanding the existence of other guaranties of the Client's indebtedness
and/or liabilities to CAPCO, and this Guaranty shall inure to the benefit of and
bind the heirs, administrators, executors, successors (including successor
partnerships of the Client and/or of the Guarantors regardless of changes in
name and membership) and assigns of CAPCO, the Client and the Guarantors.

IN WITNESS THEREOF, WE have signed, sealed and delivered this instrument, at
Wenatchee, Washington this 12th day of February, 2003.

CAPCO FINANCIAL COMPANY, A DIVISION OF CUPERTINO NATIONAL BANK

By ________________________________

Title _____________________________


PACIFIC AEROSPACE & ELECTRONICS, INC.

By ________________________________

Title _______________________________


GUARANTORS:

__________________________________
Cashmere Manufacturing Co., Inc.

__________________________________


Form Date 6/97                                                 Initial__________
<PAGE>
                                    GUARANTY

This contract of guaranty made and entered into this FEBRUARY 12, 2003 between
CAPCO FINANCIAL COMPANY, A DIVISION OF CUPERTINO NATIONAL BANK hereinafter
referred to as "CAPCO", and PACIFIC AEROSPACE & ELECTRONICS, INC. hereinafter
referred to as Client; and NORTHWEST TECHNICAL INDUSTRIES, INC. and hereinafter
referred to as the Guarantors,

WITNESSETH:

That the Client has made application to CAPCO for financial accommodation, which
the Guarantors seek to induce CAPCO to grant.

NOW, THEREFORE, IT IS UNDERSTOOD AND AGREED AS FOLLOWS:

1. To induce CAPCO to grant or extend and/or to continue to grant or extend to
or for the benefit of the Client such invoice financing, factoring, loan(s),
credit(s), or other financial accommodation upon such terms and conditions and
at such rate, or rates of discount, or interest, as may be agreed upon between
the Client and CAPCO, and for other good and valuable consideration, including
the sum of One Dollar to Guarantors in hand paid, receipt of which is hereby
acknowledged, the Guarantors, and each of them (if more than one), and their
respective marital communities, hereby jointly and severally guarantee to CAPCO
absolutely and unconditionally, at all times, payment immediately when due, of
any and all indebtedness and/or liabilities, direct or contingent, irrespective
of their character, regularity, enforceability or validity, now owing, or which
may hereafter be owing or become due, from the Client to CAPCO, its successors
or assigns, or which may arise from dealings between CAPCO and the Client and/or
from other dealings by which CAPCO may become in any manner whatsoever a
creditor of the Client, including in such indebtedness and/or liabilities (and
in addition to whatever limiting amount may be set forth herein), all fees, and
or interest charges and expenses accrued with respect thereto, and all costs,
charges and expenses which CAPCO may incur in enforcing or obtaining payment of
any such indebtedness and/or liabilities, or pay in connection with the Client's
account, up to a limiting principal amount of ($3,000,000.00) THREE MILLION AND
00/100 dollars, (regardless of any excess amount which may now or hereafter be
or become owing from Client to CAPCO): but nothing herein contained shall be
deemed to obligate CAPCO to extend any definite amount of credit to the Client.

2. CAPCO is hereby given the following powers and rights, which CAPCO may at its
sole discretion exercise one or more times and from time to time without in any
way diminishing, releasing or discharging the Guarantors' obligation hereunder.
To make change, alter, cancel, renew, extend, decrease or increase the amount,
principal and/or fee of the indebtedness and/or liabilities of the Client; to
change, substitute, withdraw, decrease, increase, release, alter, collect or
sell (at public or private sale for such price and upon such terms as CAPCO may
deem reasonable) any Account, account receivable, right to payment, collateral
or property securing such indebtedness and/or liabilities, or any part thereof
(CAPCO shall not be bound in any way to effect the reduction or satisfaction of
the Client's indebtedness and/or liabilities to CAPCO and neither the Guarantors
nor the Client shall have the right to require CAPCO to reduce or to satisfy
said indebtedness and/or liabilities either by application of any Account, or
collateral or by the enforcement of any guaranty, which CAPCO either now holds
or hereafter may obtain as security for the whole or any part of said
indebtedness and/or liabilities): to add other guarantors to the guaranty; to
procure additional guaranties of any or all of the Clients indebtedness and/or
liabilities to CAPCO; to release any of the guarantors executing either this
guaranty or other guaranties now extant or hereafter obtained; to enforce for
CAPCO's benefit any security which the Client has given to the Guarantors for
the Guarantors' indemnity; to apply all sums of money and/or property, of any
kind or nature, which may be received by CAPCO from the Client, or from any one
on the Client's behalf, or for the Client's use or benefit, to the reduction
and/or payment of whatever portion of the Client's indebtedness and/or
liabilities which CAPCO, in its sole discretion, may determine, regardless of
whether said portion is unsecured, is in any

Form Date 6/97                                                 Initial__________
<PAGE>
way secured or guaranteed, is barred by the statute of limitations, or is in
excess of the limit of this guaranty (it being the intention of the parties
hereto that CAPCO shall have absolute control over the application of all
payments from whatever source received); to receive payment in full of all of
the indebtedness and/or liabilities owing from the Client to CAPCO before the
Guarantors shall be entitled to receive any of the aforesaid money or property
or to apply the same upon the Guarantors claims against the Client (including
claims acquired by subrogation from CAPCO); to exercise the same powers and
rights in the event of the Client's insolvency, bankruptcy, receivership, or
assignment for the benefit of creditors, in which event all of the indebtedness
and/or liabilities owing from the Client to CAPCO shall be satisfied in full
before the Guarantors shall be entitled to participate in the distribution of
the Client's assets; and to otherwise deal with the Client, the Guarantors
and/or any endorser or guarantor as CAPCO may elect. The liability of Guarantors
shall not be affected or impaired by CAPCO's failure, neglect or omission to
realize on the indebtedness and/or liabilities or any collateral therefor.

3. Any financial accommodation granted or continued by CAPCO to the Client shall
be conclusively deemed to have been induced hereby and in reliance hereon.
Notice of acceptance of this guaranty as well as all demands, presentments,
notices of protest and notices of every kind or nature, including those of any
action or non-action on the part of the Client, CAPCO, any of the Guarantors,
any other Guarantor, any creditor of the Client, of CAPCO, or any of the
Guarantors, or of any other Guarantor, or any other person, whomsoever, are
hereby fully waived by the Guarantors.

4. This is a continuing guaranty and neither the exercise by CAPCO of any of the
aforesaid rights and powers, nor the payment and/or satisfaction by anyone,
either in whole or in part, of the Client's indebtedness and/or liabilities to
CAPCO, nor the intervention of lapses of time between CAPCO's transactions with
the Client, regardless of how long or how frequent the lapses shall be, shall
operate either as a full or partial discharge of this guaranty but the
Guarantors' obligation to CAPCO hereunder, regardless of the foregoing
contingencies, shall continue binding and enforceable to the full limit
aforesaid, both as to said indebtedness and/or liabilities which then may be
extant and unpaid, and as to those which thereafter in any manner may arise
until notice in writing, via certified mail, signed by the Guarantors to make no
further advances to the Client hereunder is received by CAPCO. If the
Guarantors, or any of them, give such notice of their election to be no longer
bound by this guaranty, they shall thereby be released from future liability
hereunder, but they shall remain bound as to indebtedness and/or liabilities
then existing and renewals or extensions in whole or in part of the then
existing indebtedness and/or liabilities, but this guaranty, at CAPCO's option
shall continue in full force and effect as to any or all of the Guarantors who
have not given such notice.

5. Each Guarantor also hereby waives any claim, right, or remedy which such
Guarantor may now have or hereafter acquire against the Client, or against other
Guarantors, including, without limitation, any claim, right or remedy of
subrogation, reimbursement, exoneration, indemnification, contribution, or
participation in any claim, right, or remedy of CAPCO against the Client, or
against any Guarantor, or any security which CAPCO now has or hereafter
acquires, whether or not such claim, right or remedy arises in equity, under
contract, by statute, under common law, or otherwise.

6. Upon any default of the Client in any of its indebtedness and/or liabilities
to be due and payable, and, without making any demand upon or bringing any
action against the Client, without seeking recovery against the guarantors under
any other guaranties, and without foreclosing upon, selling or otherwise
disposing of or collecting any collateral which CAPCO may then have as security
for such indebtedness and/or liabilities, CAPCO may proceed directly against the
Guarantors to enforce payment by the Guarantors to the full extent of the
Guaranty, or, without in any way releasing the Guarantors from their full
obligation hereunder, CAPCO may seek recovery from the Client and/or from the
guarantors under any other guaranties, and may apply the proceeds of such
recovery in the manner set forth in paragraph 2 above. In the event that suit is
instituted to enforce this guaranty or any claim arising hereunder, the
Guarantors agree and undertake to pay to CAPCO its costs, together with a
reasonable attorneys fee (as fixed by the court), and further agree that the
venue of any such suit may be laid in King County Washington.

7. Words used herein in the singular number shall be deemed to include the
plural and vice versa, and word

Form Date 6/97                                                 Initial__________
<PAGE>
importing the masculine gender shall also include the feminine and neuter, where
the number or gender of the signatories hereto shall require such construction.

8. This guaranty shall be valid and binding upon the Guarantors who have
executed this Guaranty notwithstanding the non-execution hereof by any of the
within named Guarantors, by any prospective Guarantors, or by the Client, and
notwithstanding the existence of other guaranties of the Client's indebtedness
and/or liabilities to CAPCO, and this Guaranty shall inure to the benefit of and
bind the heirs, administrators, executors, successors (including successor
partnerships of the Client and/or of the Guarantors regardless of changes in
name and membership) and assigns of CAPCO, the Client and the Guarantors.

IN WITNESS THEREOF, WE have signed, sealed and delivered this instrument, at
Wenatchee, Washington this 12th day of February, 2003.

CAPCO FINANCIAL COMPANY, A DIVISION OF CUPERTINO NATIONAL BANK


By __________________________________

Title _______________________________


PACIFIC AEROSPACE & ELECTRONICS, INC.


By __________________________________

Title _______________________________


GUARANTORS:

_____________________________________
Northwest Technical Industries, Inc.

_____________________________________

Form Date 6/97                                                 Initial__________
<PAGE>
                                    GUARANTY

This contract of guaranty made and entered into this FEBRUARY 12, 2003 between
CAPCO FINANCIAL COMPANY, A DIVISION OF CUPERTINO NATIONAL BANK hereinafter
referred to as "CAPCO", and PACIFIC AEROSPACE & ELECTRONICS, INC. hereinafter
referred to as Client; and PACIFIC COAST TECHNOLOGIES, INC. and hereinafter
referred to as the Guarantors,

WITNESSETH:

That the Client has made application to CAPCO for financial accommodation, which
the Guarantors seek to induce CAPCO to grant.

NOW, THEREFORE, IT IS UNDERSTOOD AND AGREED AS FOLLOWS:

1. To induce CAPCO to grant or extend and/or to continue to grant or extend to
or for the benefit of the Client such invoice financing, factoring, loan(s),
credit(s), or other financial accommodation upon such terms and conditions and
at such rate, or rates of discount, or interest, as may be agreed upon between
the Client and CAPCO, and for other good and valuable consideration, including
the sum of One Dollar to Guarantors in hand paid, receipt of which is hereby
acknowledged, the Guarantors, and each of them (if more than one), and their
respective marital communities, hereby jointly and severally guarantee to CAPCO
absolutely and unconditionally, at all times, payment immediately when due, of
any and all indebtedness and/or liabilities, direct or contingent, irrespective
of their character, regularity, enforceability or validity, now owing, or which
may hereafter be owing or become due, from the Client to CAPCO, its successors
or assigns, or which may arise from dealings between CAPCO and the Client and/or
from other dealings by which CAPCO may become in any manner whatsoever a
creditor of the Client, including in such indebtedness and/or liabilities (and
in addition to whatever limiting amount may be set forth herein), all fees, and
or interest charges and expenses accrued with respect thereto, and all costs,
charges and expenses which CAPCO may incur in enforcing or obtaining payment of
any such indebtedness and/or liabilities, or pay in connection with the Client's
account, up to a limiting principal amount of ($3,000,000.00) THREE MILLION AND
00/100 dollars, (regardless of any excess amount which may now or hereafter be
or become owing from Client to CAPCO): but nothing herein contained shall be
deemed to obligate CAPCO to extend any definite amount of credit to the Client.

2. CAPCO is hereby given the following powers and rights, which CAPCO may at its
sole discretion exercise one or more times and from time to time without in any
way diminishing, releasing or discharging the Guarantors' obligation hereunder.
To make change, alter, cancel, renew, extend, decrease or increase the amount,
principal and/or fee of the indebtedness and/or liabilities of the Client; to
change, substitute, withdraw, decrease, increase, release, alter, collect or
sell (at public or private sale for such price and upon such terms as CAPCO may
deem reasonable) any Account, account receivable, right to payment, collateral
or property securing such indebtedness and/or liabilities, or any part thereof
(CAPCO shall not be bound in any way to effect the reduction or satisfaction of
the Client's indebtedness and/or liabilities to CAPCO and neither the Guarantors
nor the Client shall have the right to require CAPCO to reduce or to satisfy
said indebtedness and/or liabilities either by application of any Account, or
collateral or by the enforcement of any guaranty, which CAPCO either now holds
or hereafter may obtain as security for the whole or any part of said
indebtedness and/or liabilities): to add other guarantors to the guaranty; to
procure additional guaranties of any or all of the Clients indebtedness and/or
liabilities to CAPCO; to release any of the guarantors executing either this
guaranty or other guaranties now extant or hereafter obtained; to enforce for
CAPCO's benefit any security which the Client has given to the Guarantors for
the Guarantors' indemnity; to apply all sums of money and/or property, of any
kind or nature, which may be received by CAPCO from the Client, or from any one
on the Client's behalf, or for the Client's use or benefit, to the reduction
and/or payment of whatever portion of the Client's indebtedness and/or
liabilities which CAPCO, in its sole discretion, may determine, regardless of
whether said portion is unsecured, is in any

Form Date 6/97                                                 Initial__________
<PAGE>
way secured or guaranteed, is barred by the statute of limitations, or is in
excess of the limit of this guaranty (it being the intention of the parties
hereto that CAPCO shall have absolute control over the application of all
payments from whatever source received); to receive payment in full of all of
the indebtedness and/or liabilities owing from the Client to CAPCO before the
Guarantors shall be entitled to receive any of the aforesaid money or property
or to apply the same upon the Guarantors claims against the Client (including
claims acquired by subrogation from CAPCO); to exercise the same powers and
rights in the event of the Client's insolvency, bankruptcy, receivership, or
assignment for the benefit of creditors, in which event all of the indebtedness
and/or liabilities owing from the Client to CAPCO shall be satisfied in full
before the Guarantors shall be entitled to participate in the distribution of
the Client's assets; and to otherwise deal with the Client, the Guarantors
and/or any endorser or guarantor as CAPCO may elect. The liability of Guarantors
shall not be affected or impaired by CAPCO's failure, neglect or omission to
realize on the indebtedness and/or liabilities or any collateral therefor.

3. Any financial accommodation granted or continued by CAPCO to the Client shall
be conclusively deemed to have been induced hereby and in reliance hereon.
Notice of acceptance of this guaranty as well as all demands, presentments,
notices of protest and notices of every kind or nature, including those of any
action or non-action on the part of the Client, CAPCO, any of the Guarantors,
any other Guarantor, any creditor of the Client, of CAPCO, or any of the
Guarantors, or of any other Guarantor, or any other person, whomsoever, are
hereby fully waived by the Guarantors.

4. This is a continuing guaranty and neither the exercise by CAPCO of any of the
aforesaid rights and powers, nor the payment and/or satisfaction by anyone,
either in whole or in part, of the Client's indebtedness and/or liabilities to
CAPCO, nor the intervention of lapses of time between CAPCO's transactions with
the Client, regardless of how long or how frequent the lapses shall be, shall
operate either as a full or partial discharge of this guaranty but the
Guarantors' obligation to CAPCO hereunder, regardless of the foregoing
contingencies, shall continue binding and enforceable to the full limit
aforesaid, both as to said indebtedness and/or liabilities which then may be
extant and unpaid, and as to those which thereafter in any manner may arise
until notice in writing, via certified mail, signed by the Guarantors to make no
further advances to the Client hereunder is received by CAPCO. If the
Guarantors, or any of them, give such notice of their election to be no longer
bound by this guaranty, they shall thereby be released from future liability
hereunder, but they shall remain bound as to indebtedness and/or liabilities
then existing and renewals or extensions in whole or in part of the then
existing indebtedness and/or liabilities, but this guaranty, at CAPCO's option
shall continue in full force and effect as to any or all of the Guarantors who
have not given such notice.

5. Each Guarantor also hereby waives any claim, right, or remedy which such
Guarantor may now have or hereafter acquire against the Client, or against other
Guarantors, including, without limitation, any claim, right or remedy of
subrogation, reimbursement, exoneration, indemnification, contribution, or
participation in any claim, right, or remedy of CAPCO against the Client, or
against any Guarantor, or any security which CAPCO now has or hereafter
acquires, whether or not such claim, right or remedy arises in equity, under
contract, by statute, under common law, or otherwise.

6. Upon any default of the Client in any of its indebtedness and/or liabilities
to be due and payable, and, without making any demand upon or bringing any
action against the Client, without seeking recovery against the guarantors under
any other guaranties, and without foreclosing upon, selling or otherwise
disposing of or collecting any collateral which CAPCO may then have as security
for such indebtedness and/or liabilities, CAPCO may proceed directly against the
Guarantors to enforce payment by the Guarantors to the full extent of the
Guaranty, or, without in any way releasing the Guarantors from their full
obligation hereunder, CAPCO may seek recovery from the Client and/or from the
guarantors under any other guaranties, and may apply the proceeds of such
recovery in the manner set forth in paragraph 2 above. In the event that suit is
instituted to enforce this guaranty or any claim arising hereunder, the
Guarantors agree and undertake to pay to CAPCO its costs, together with a
reasonable attorneys fee (as fixed by the court), and further agree that the
venue of any such suit may be laid in King County Washington.

7. Words used herein in the singular number shall be deemed to include the
plural and vice versa, and word

Form Date 6/97                                                 Initial__________
<PAGE>
importing the masculine gender shall also include the feminine and neuter, where
the number or gender of the signatories hereto shall require such construction.

8. This guaranty shall be valid and binding upon the Guarantors who have
executed this Guaranty notwithstanding the non-execution hereof by any of the
within named Guarantors, by any prospective Guarantors, or by the Client, and
notwithstanding the existence of other guaranties of the Client's indebtedness
and/or liabilities to CAPCO, and this Guaranty shall inure to the benefit of and
bind the heirs, administrators, executors, successors (including successor
partnerships of the Client and/or of the Guarantors regardless of changes in
name and membership) and assigns of CAPCO, the Client and the Guarantors.

IN WITNESS THEREOF, WE have signed, sealed and delivered this instrument, at
Wenatchee, Washington this 12th day of February, 2003.

CAPCO FINANCIAL COMPANY, A DIVISION OF CUPERTINO NATIONAL BANK

By ________________________________

Title _____________________________


PACIFIC AEROSPACE & ELECTRONICS, INC.

By ________________________________

Title _____________________________


GUARANTORS:

___________________________________
Pacific Coast Technologies, Inc.

___________________________________


Form Date 6/97                                                 Initial__________

</TEXT>
</DOCUMENT>
