HICKOK INC
EXHIBIT 10(A)(2) TO HICKOK INC FY02Q2 10Q
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>ex10a2.htm
<DESCRIPTION>EXHIBIT 10(A)(2) TO HICKOK INC FY02Q2 10Q
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  <title>Hickok Exhibit 10 (a) (3)</title>

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<!-- Row 1 Column 1 --><td align="Right"><b>EXHIBIT 10(a)(2)</b></td>
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<h3><b>
<center>COMMERCIAL GUARANTY</center>
</b></h3>
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      <center><b>Principal<br>
      <br>
      </b></center>
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      <center><b>Loan Date</b></center>
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      <center><b>Maturity<br>
      </b></center>
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      <center><b>Loan No<br>
      </b></center>
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      <center><b>Call / Coll<br>
      </b></center>
      </td>
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      <center><b>Account</b></center>
      </td>
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      <center><b>Officer<br>
      </b></center>
      </td>
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      <center><b>Initials<br>
      </b></center>
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<!-- Row 1 Column 1 --><td>
      <center>	References in the shaded area are for Lender&#8217;s use only and
 do not limit the applicability of this document to any particular loan or
 item. <br>
   Any item above containing &#8221; * * * &#8221; has been omitted due to text length
 limitations.        </center>
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<br>
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<!-- Row 1 Column 1 --><td valign="Top"><b>Borrower:<br>
      <br>
      <br>
      <br>
   Guarantor:<br>
      </b></td>
<!-- Row 1 Column 2 --><td valign="Top"><b>HICKOK INCORPORATED<br>
    10514 DUPONT AVENUE<br>
    CLEVELAND, OH 44108-1348<br>
      <br>
   SUPREME ELECTRONICS CORP.<br>
   1714 CARROLLTON AVE<br>
   GREENWOOD, MS &nbsp;38930<br>
      </b></td>
<!-- Row 1 Column 3 --><td valign="Top"><b>Lender:<br>
      <br>
      <br>
      <br>
      </b></td>
<!-- Row 1 Column 4 --><td valign="Top"><b>THE HUNTINGTON NATIONAL  BANK<br>
    MIDDLEBURG HEIGHTS COMMERCIAL LENDING<br>
    P. 0. BOX 1558 - HZ0325<br>
    COLUMBUS, OH 43272-4195 </b></td>
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<hr width="95%" align="Center"><b>AMOUNT OF GUARANTY. The amount of this
Guaranty is Unlimited.<br>
<br>
</b><b>CONTINUING UNLIMITED GUARANTY. For good and valuable consideration,
 SUPREME ELECTRONICS CORP. (&#8220;Guarantor&#8221;) absolutely and unconditionally guarantees
 and promises to pay to THE HUNTINGTON NATIONAL BANK (&#8220;Lender&#8221;) or its order,
 in legal tender of the United States of America, the hdebtedness (as that
 term is defined below) of HICKOK INCORPORATED (&#8220;Borrower&#8221;) to Lender on the
 terms and conditions set forth in this Guaranty. Under this Guaranty, the
 liability of Guarantor is unlimited and the obligations of Guarantor are
continuing.</b><br>
<br>
<b>INDEBTEDNESS GUARANTEED</b>. The Indebtedness guaranteed by this Guaranty
 includes any and all of Borrower&#8217;s indebtedness to Lender and is used in
the most comprehensive sense and means and includes any and all  of Borrower&#8217;s
liabilities, obligations and debts to Lender, now existing or hereinafter
incurred or created, including, without limitation, all loans,  advances,
interest, costs, debts, overdraft indebtedness, credit card indebtedness,
 lease obligations, other obligations, and liabilities of Borrower, or any
 of them, and any present or future judgments against Borrower, or any of
them; and whether any such Indebtedness is voluntarily or involuntarily incurred,
 due or not due, absolute or contingent, liquidated or unliquidated, determined
 or undetermined; whether Borrower may be liable individually or jointly with
 others, or primarily or secondarily, or as guarantor or surety; whether recovery
 on the Indebtedness may be or may become barred or unenforceable against
Borrower for any reason whatsoever; and whether the Indebtedness arises from
transactions which may be voidable on account of infancy, insanity, ultra
vires, or otherwise<br>
   .<br>
<b>DURATION OF GUARANTY.</b> This Guaranty will take effect when received
 by Lender without the necessity of any acceptance by Lender, or any notice
 to Guarantor or to Borrower, and will continue in full force until all Indebtedness
 incurred or contracted before receipt by Lender of any notice of revocation
 shall have been fully and finally paid and satisfied and all of Guarantor&#8217;s
 other obligations under this Guaranty shall have been performed in full.
If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing.
Guarantor&#8217;s written notice of revocation must be mailed to Lender, by certified
mail, at Lender&#8217;s address listed above or such other place as Lender may
designate in writing. Written revocation of this Guaranty will apply only
to advances or new Indebtedness created after actual receipt by Lender of
Guarantor&#8217;s written revocation. For this purpose and without limitation, the
term &#8220;new Indebtedness&#8221; does not include Indebtedness which at the time of
notice of revocation is contingent, unliquidated, undetermined or not due
and which later becomes absolute, liquidated, determined or due. This Guaranty
will continue to bind Guarantor for all Indebtedness incurred by Borrower
or committed by Lender prior to receipt of Guarantor&#8217;s written notice of
revocation, including any extensions, renewals, substitutions or modifications
 of the Indebtedness. All renewals, extensions, substitutions, and modifications
of the Indebtedness granted after Guarantor&#8217;s  revocation, are contemplated
under this Guaranty and, specifically will not  be considered to be new Indebtedness.
This Guaranty shall bind Guarantor&#8217;s  estate as to Indebtedness created both
before and after Guarantor&#8217;s death  or incapacity, regardless of Lender&#8217;s
actual notice of Guarantor&#8217;s death.  Subject to the foregoing, Guarantor&#8217;s
executor or administrator or other legal representative may terminate this
Guaranty in the same manner in which Guarantor might have terminated it and
with the same effect. Release of any other guarantor or termination of any
other guaranty of the lndebtedness shall not affect the liability of Guarantor
under this Guaranty. A revocation Lender receives from any one or more Guarantors
shall not affect the liability of any remaining Guarantors under this Guaranty.<b>
 It is anticipated that fluctuations may occur in the aggregate amount of
Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges
and agrees that reductions in the amount of Indebtedness, even to zero dollars
($0.00), prior to Guarantor&#8217;s written revocation of this Guaranty shall not
constitute a termination of this Guaranty. This Guaranty is binding upon
Guarantor and Guarantor&#8217;s heirs, successors and assigns so long as any of
the guaranteed Indebtedness remains unpaid and even though the Indebtedness
guaranteed may from time to time be zero dollars ($0.00).<br>
<br>
   GUARANTOR&#8217;S AUTHORIZATION TO LENDER. </b>Guarantor authorizes Lender,
either  before or after any revocation hereof, <b>without notice or demand
and without lessening Guarantor&#8217;s liability under this Guaranty,  from time
to time:</b> (A) prior to revocation as set forth above, to make  one or
more additional secured or unsecured loans to Borrower, to lease equipment
 or other goods to Borrower, or otherwise to extend additional credit to Borrower;
 (B) to alter, compromise, renew, extend, accelerate, or otherwise change
one or more times the time for payment or other terms of the Indebtedness
or any part of the Indebtedness, including increases and decreases of the
rate of .interest on the indebtedness; extensions may be repeated and may
be for longer than the original loan term; (C) to take and hold security for
the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive,
subordinate, fail or decide not to perfect, and release any such security,
 with or without the substitution of new collateral; (D) to release, substitute,
 agree not to sue, or deal with any one or more of Borrower&#8217;s sureties, endorsers,
 or other guarantors on any terms or in any manner Lender may choose; (E)
to determine how, when and what application of payments and credits shall
be made on the Indebtedness (F) to apply such  security and direct the order
or manner of sale thereof, including without  limitation, any nonjudicial
sale permitted by the terms of the controlling  security agreement or deed
of trust, as Lender in its discretion may determine;  (G) to sell, transfer,
assign or grant participations in all or any part of the Indebtedness; and
(H) to assign or transfer this Guaranty in whole or in part.<br>
<br>
<b>GUARANTOR&#8217;S REPRESENTATIONS AND WARRANTIES</b>. Guarantor represent&#8217;s
and warrants to Lender that (A) no representations or agreements of any kind
 have been made to Guarantor which would limit or qualify in any way the
terms  of this Guaranty; (B) this Guaranty is executed at Borrower&#8217;s request
and  not at the request of Lender; (C) Guarantor has full power, right and
authority  to enter into this Guaranty; (D) the provisions of this Guaranty
do not conflict  with or result in a default under any agreement or other
instrument binding  upon Guarantor and do not result in a violation of any
law, regulation, court  decree or order applicable to Guarantor; (E) Guarantor
has not and will not,  without the prior written consent of Lender, sell,
lease, assign, encumber,  hypothecate, transfer, or otherwise dispose of
all or substantially all of&#8216;Guarantor&#8217;s  assets, or any interest therein;
(F) upon Lender&#8217;s request, Guarantor will  provide to Lender financial and
credit information in form acceptable to Lender, and all such financial information
which currently has been, and all future financial information which will
be provided to Lender is and will be true and correct in all material respects
and fairly present Guarantor&#8217;s financial condition as of the dates the financial
information is provided; (G) no material adverse change has occured in Guarantor&#8217;s
financial condition since the date of the most recent financial statements
provided to Lender and no event has occurred which  may materially adversely
affect Guarantor&#8217;s financial condition; (H) no litigation,  claim, investigation,
administrative proceeding or similar action (including  those for unpaid
taxes) against Guarantor is pending or threatened; (I) Lender  has made no
representation to Guarantor as to the creditworthiness of Borrower;  and
(J) Guarantor has established adequate means of obtaining from Borrower
on a continuing basis information regarding Borrower&#8217;s financial condition.
 Guarantor agrees to keep adequately informed from such means of any facts,
 events, or circumstances, which might in any way affect Guarantor&#8217;s risks
 under this Guaranty, and Guarantor further agrees that, absent a request
for information, Lender shall have no obligation to disclose to Guarantor
any information or documents acquired by Lender in the course of its relationship
 with Borrower.<br>
<br>
<b>GUARANTOR&#8217;S WAIVERS.</b> Except as prohibited by applicable law, Guarantor
 waives any right to require Lender (A) to continue lending money or to extend
 other credit to Borrower; (B) to make any presentment, protest, demand, or
 notice of any kind, including notice of any nonpayment of the Indebtedness
 or of any nonpayment related to any collateral, or notice of any action or
 nonaction on the part of Borrower, Lender, any surety, endorser, or other
 guarantor in connection with the indebtedness or in connection with the creation
 of new or additional loans or obligations; (C) to resort for payment or
to  proceed directly or at once against any person, including Borrower or
any  other guarantor; (D) to proceed directly against or exhaust any collateral
 held by Lender from Borrower, any other guarantor, or any other person; (E)
 to give notice of the terms, time, and place of any public or private sale
 of personal property security held by Lender from Borrower or to comply with
 any other applicable provisions of the Uniform Commercial Code; (F) to pursue
 any other remedy within Lender&#8217;s power; or (G) to commit any act or omission
 of any kind, or at any time, with respect to any matter whatsoever.<br>
<br>
   In addition to the waivers set forth above, if now or hereafter Borrower
 is or shall become insolvent and the Indebtedness shall not at all times
until paid be fully secured by collateral pledged by Borrower, Guarantor hereby
forever waives and gives up in favor of Lender and Borrower, and Lender&#8217;s
 and Borrower&#8217;s respective successors, any claim or right to payment Guarantor
 may now have or hereafter have or acquire against Borrower, by subrogation
 or otherwise, so that at no time shall Guarantor be or become a &#8220;creditor&#8221;
 of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor
 provision of the Federal bankruptcy laws.<br>
<br>
   Guarantor also waives any and all rights or defenses arising by reason
of  (A) any &#8220;one action&#8221; or &#8220;anti-deficiency&#8221; law or any other law which may
prevent Lender from bringing any action, including a claim for deficiency,
against Guarantor, before or after Lender&#8217;s commencement or completion of
any foreclosure action, either judicially or by exercise of a power of sale;
(B) any election of remedies by Lender which destroys or otherwise adversely
affects Guarantor&#8217;s subrogation rights or Guarantor&#8217;s rights to proceed against
Borrower for reimbursement, including without limitation, any loss of rlghts
Guarantor may suffer by reason of any law limiting, qualifying, or discharging
the Indebtedness; (C) any
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<!-- Row 1 Column 1 --><td align="Right"><b>EXHIBIT 10(a)(2) Page  2</b></td>
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<h3><b>
<center>COMMERCIAL GUARANTY<br>
   (Continued)<br>
</center>
</b></h3>
<blockquote>
  <hr width="100%" size="2"></blockquote>
  <p>disability or other defense of Borrowrer, of any other guarantor, or
 of any other person, or by reason of the cessation of Borrower&#8217;s liability
 from any cause whatsoever, other than payment in full in legal tender, of
 the Indebtedness; (D) any right to claim discharge of the Indebtedness on
 the basis of unjustified impairment of any collateral for the Indebtedness;
 (E) any statute of limitations, if at any time any action or suit brought
 by Lender against Guarantor is commenced, there is outstanding Indebtedness
 of Borrower to Lender which is not barred by any applicable statute of limitations;
 or (F) any defenses given to guarantors at law or in equity other than actual
 payment and performance of the Indebtedness. If payment is made by Borrower,
 whether voluntarily or otherwise, or by any third party, on the Indebtedness
 and thereafter Lender is forced to remit the amount of that payment to Borrower&#8217;s
 trustee in bankruptcy or to any similar person under any federal or state
 bankruptcy law or law for the relief of debtors, the Indebtedness shall be
 considered unpaid for the purpose of the enforcement of this Guaranty.</p>
  <p>Guarantor further waives and agrees not to assert or claim at any time
 any deductions to the amount guaranteed under this Guaranty for any claim
 of setoff, counterclaim, counter demand, recoupment or similar right, whether
 such claim, demand or right may be asserted by the Borrower, the Guarantor,
 or both.</p>
  <p><b>GUARANTOR&#8217;S UNDERSTANDING WITH RESPECT TO WAIVERS.</b> Guarantor warrants
and agrees that each of the waivers set forth above is made with Guarantor&#8217;s
full knowledge of its significance and consequences and that, under the circumstances,
the waivers are reasonable and not contrary to public policy or law. If any
such waiver is determined to be contrary to any applicable law or public
policy, such waiver shall be effective only to the extent permitted by law
or public policy.</p>
  <p><b>RIGHT OF SETOFF.</b> To the extent permitted by applicable law, Lender
 reserves a right of setoff in all Guarantor&#8217;s accounts with Lender (whether
 checking, savings, or some other account). This includes all accounts Guarantor
 holds jointly with someone else and all accounts Guarantor may open in the
 future. However, this does not include any IRA or Keogh accounts, or any
trust accounts for which setoff would be prohibited by law. Guarantor authorizes
 Lender, to the extent permitted by applicable law, to hold these funds if
 there is a default, and Lender may apply the funds in these accounts to pay
 what Guarantor owes under the terms of this Guaranty.</p>
  <p><b>SUBORDINATION OF BORROWER&#8217;S DEBTS TO GUARANTOR.</b> Guarantor agrees
 that the Indebtedness of Borrower to Lender, whether now existing or hereafter
created, shall be superior to any claim that Guarantor  may now have or hereafter
acquire against Borrower, whether or not Borrower  becomes insolvent. Guarantor
hereby expressly subordinates any claim Guarantor  may have against Borrower,
upon any account whatsoever, to any claim that  Lender may now or hereafter
have against Borrower. In the event of insolvency  and consequent liquidation
of the&#8216;assets of Borrower, through bankruptcy,  by an assignment for the
benefit of creditors, by voluntary liquidation, or otherwise, the assets
of Borrower applicable to the payment of the claims  of both Lender and Guarantor
shall be paid to Lender and shall be first applied  by Lender to the Indebtedness
of Borrower to Lender. Guarantor does hereby  assign to Lender all claims
which it may have or acquire against Borrower  or against any assignee or
trustee in bankruptcy of Borrower; provided however,  that such assignment
shall be effective only for the purpose of assuring to Lender full payment
in legal tender of the Indebtedness. If Lender so requests, any notes or
credit agreements now or hereafter evidencing any debts or obligations of
Borrower to Guarantor shall be marked with a legend that the same are subject
to this Guaranty and shall be delivered to Lender. Guarantor agrees, and
Lender is hereby authorized, in the name of Guarantor, from time to time
to execute and file financing statements and continuation statements and
to execute such other documents and to take such other actions as Lender
deems necessary or appropriate to perfect, preserve and enforce its rights
under this Guaranty.</p>
  <p><b>CONFESSION OF JUDGEMENT.</b> Guarantor hereby irrevocably authorizes
and empowers any attorney-at-law, including an attorney hired by Lender, to
appear in any court of record and to confess judgement against Guarantor for
the unpaid amount of this Guaranty as evidenced by an affadavit signed by
an officer of Lender setting forth the amount then due, attorney's fees plus
costs of suit, and to release all errors, and waive all rights of appeal.
If a copy of this Guaranty, verified by an affadavit, shall have been filed
in the proceeding, it will not be necessary to file the original as a warrant
of attorney. Guarantor waives the right to any stay of execution and the benefit
of all exemption laws now or hereafter in effect. No single exercise of the
foregoing warrant and power to confess judgement will be deemed to exhaust
the power, whether or not any such exercise shall be held by any court to
be invalid, voidable, or void; but the power will continue undiminished and
may be exercised from time to time as Lender may elect until all amounts owing
on this Guaranty have been paid in full. Guarantor waives any conflict of
interest that an attorney hired by Lender may have in acting on behalf of
Guarantor in confessing judgement against Guarantor while such attorney is
retained by Lender. Guarantor expressly consents to such attorney acting for
Guarantor in confessing judgement.</p>
  <p><b>MISCELLANEOUS PROVISIONS.</b> The following miscellaneous provisions
 are a part of&#8217;this Guaranty:</p>
  <blockquote>
    <p><b>Amendments.</b> This Guaranty, together with any Related Documents,
 constitutes the entire understanding and agreement of the parties as to the
 matters set forth in this Guaranty. No alteration of or amendment to this
 Guaranty shall be effective unless given in writing and signed by the party
 or parties sought to be charged or bound by the alteration or amendment.</p>
    <p><b>Attorneys&#8217; Fees: Expenses.</b> Guarantor agrees to pay upon demand
 all of Lender&#8217;s costs and expenses, including Lender&#8217;s attorneys&#8217; fees and
 Lender&#8217;s legal expenses, incurred in connection with the enforcement of this
 Guaranty. Lender may hire or pay someone else to help enforce this Guaranty,
 and Guarantor shall pay the costs and expenses of such enforcement. Costs
 and expenses include Lender&#8217;s attorneys&#8217; fees and legal expenses whether
or not there is a lawsuit, including attorneys&#8217; fees and legal expenses for
bankruptcy proceedings (including efforts to modify or vacate any automatic
stay or injunction), appeals, and any anticipated post-judgment collection
services. Guarantor also shall pay all court costs and such additional fees
as may be directed by the court.</p>
    <p><b>Caption Headings</b>. Caption headings in this Guaranty are for
 convenience purposes only and are not to be interpret or define the provisions
 of this Guaranty.</p>
    <p><b>Governing Law. This Guaranty will be governed by, construed and
 enforced in accordance with law and the laws of the State of Ohio. This
Guaranty  has been accepted by Lender in the State of Ohio.</b><br>
    <br>
    <b>Integration.</b> Guarantor further agrees that Guarantor has read and
 fully understands the terms of this Guaranty; Guarantor has had the opportunity
 to be advised by Guarantor&#8217;s attorney with respect to this Guaranty; the
Guaranty fully reflects Guarantor&#8217;s intentions and parol evidence is not
required to interpret the terms of this Guaranty. Guarantor hereby indemnifies
and holds Lender harmless from ail losses, claims, damages, and costs (including
 Lender&#8217;s attorneys&#8217; fees) suffered or incurred.by Lender as a result of any
 breach by Guarantor of the warranties, representations and agreements of
this paragraph.</p>
    <p><b>Interpretation.</b> In all cases where there is more than one Borrower
 or Guarantor, then all words used in this Guaranty in the singular shall
be deemed to have been used in the plural where the context and construction
 so require; and where there is more than one Borrower named in this Guaranty
 or when this Guaranty is executed, by more than one Guarantor, the words
&#8220;Borrower&#8221; and &#8220;Guarantor&#8221; respectively shall mean all and any one or more
of them. The words &#8220;Guarantor,, &#8221; &#8216;&#8220;Borrower,&#8221; and &#8220;Lender&#8221; include the heirs,
successors, assigns, and transferees of each of them. If a court finds that
any provision of this Guaranty is not valid or should not be enforced, that
fact by itself will not mean that the rest of this Guaranty will not be valid
or enforced. Therefore, a court will enforce the rest of the provisions of
this Guaranty even if a provision of this Guaranty may be found to be invalid
or unenforceable. If any one or more of Borrower or Guarantor  are corporations,
partnerships, limited liability companies, or similar entities,  it is not
necessary for Lender to inquire into the powers of Borrower or Guarantor
or of the officers, directors, partners, managers, or other agents acting
or purporting to act on their behalf, and any Loan indebtedness made or created
 in reliance upon the professed exercise of such powers shall be guaranteed
 under this Guaranty.</p>
    <p><b>Notices.</b> Any notice required to be given under this Guaranty
 shall be given in writing, and, except for revocation notices by Guarantor,
 shall be effective when actually delivered, when actually received by telefacsimile
 (unless otherwise required by law), when deposited with a nationally recognized
 overnight courier, or, if mailed, when deposited in the United States mail,
 as first class, certified or registered mail postage prepaid, directed to
 the addresses shown near the beginning of this Guaranty. All revocation notices
 by Guarantor shall be in writing and shall be effective upon delivery to
Lender as provided in the section of this Guaranty entitled &#8220;DURATION OF
GUARANTY.&#8221; Any party may change its address for notices under this Guaranty
by giving formal written notice to the other parties, specifying that the
purpose of the notice is to change the party&#8217;s address. For notice purposes,
Guarantor agrees to keep Lender informed at all times of Guarantor&#8217;s current
address. Unless otherwise provided or required by law, if there is more than
one Guarantor, any notice given by Lender to any Guarantor is deemed to be
notice given to all Guarantors.</p>
    <p><b>No Waiver by Lender.</b> Lender shall not be deemed to have waived
 any rights under this Guaranty unless such waiver is given in writing and
 signed by Lender. No delay or omission on the part of Lender in exercising
 any right shall operate as a waiver of such right or any other right. A waiver
 by Lender of a provision of this Guaranty shall not prejudice or constitute
 a waiver of Lender&#8217;s right otherwise to demand strict compliance with that
 provision or any other provision of this Guaranty. No prior waiver by Lender,
 nor any course of dealing between Lender and Guarantor, shall constitute
a waiver of any of Lender&#8217;s rights or of any of Guarantor&#8217;s obligations as
to any future transactions. Whenever the consent of Lender is required under
 this Guaranty, the granting of such consent by Lender in any instance shall
 not constitute continuing consent to subsequent instances where such consent
is required and in all cases such consent may be granted or withheld in the
sole discretion of Lender.</p>
    <p><b> Successors and Assigns.</b> Subject to any limitations stated
in this Guaranty on  transfer of Guarantor&#8217;s interest, this Guaranty shall
be binding upon and inure to the benefit of the parties, their successors
and assigns.</p>
    <p><b>Waive Jury. Lender and Guarantor hereby waive the right to any
jury trial in any action, proceeding, or counterclaim brought by either Lender
or Borrower against the other.</b></p>
    </blockquote>
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    <h3><b>
    <center>COMMERClAL GUARANTY<br>
    (Continued)</center>
    </b></h3>
    <hr width="95%" align="Center">
    <p><b> DEFINITIONS.</b> The following capitalized words and terms shall
have the following- meanings when used in this Guaranty. Unless specifically
 stated to the contrary, all references to dollar amounts shall mean amounts
 in lawful money of the United States of America. Words and terms used in
 the singular shall include the pluraI,.and the plural shall include the
singular,  as the context may require. Words and terms not otherwise defined
in this  Guaranty shall have the meanings attributed to such terms in the
Uniform Commercial Code:</p>
    <blockquote>
      <p><b>Borrower</b>. The word &#8220;Borrower&#8221; means HICKOK INCORPORATED,
 and all other persons and entities signing the Note in whatever capacity.</p>
      <p><b> Guarantor.</b> The word &#8220;Guarantor&#8221; means each and every person
or entity signing this Guaranty, including without limitation SUPREME ELECTRONICS
CORP.</p>
      <p><b> Guaranty</b>. The word &#8220;Guaranty&#8221; means the guaranty from Guarantor
to Lender, including without limitation a guaranty of all or part of the
Note</p>
      <p><b>Indebtedness.</b> The word &#8220;Indebtedness&#8221; means Borrower&#8217;s indebtedness
to Lender as more particularly described in this Guaranty.</p>
      <b>Lender.</b> The word &#8220;Lender&#8221; means THE HUNTINGTON NATIONAL BANK,
 its successors and assigns.<br>
      <br>
      <b>Related Documents.</b> The words &#8220;Related Documents&#8221; mean all  promissory
notes, credit agreements, loan agreements, environmental agreements,  guaranties,
security agreements, mortgages, deeds of trust, security deeds,  collateral
mortgages, and all other instruments, agreements and documents,whether  now
or &nbsp;hereafter existing, executed in connection with the Indebtedness.<br>
      </blockquote>
      <br>
      <b>GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS  COMMERCIAL
GUARANTY AND GUARANTOR AGREES TO ITS TERMS. THIS COMMERCIAL GUARANTY  IS
DATED <u>&nbsp; 3-15-02&nbsp; </u>.<br>
      <br>
      </b>
      <table cellpadding="2" cellspacing="2" border="15" width="100%">

          <tr>
            <td valign="Top"><font size="-1"><b>NOTICE: FOR THIS NOTICE "YOU"
MEANS THE GUARANTOR AND "CREDITOR" AND "HIS" MEANS LENDER.</b><br>
            <br>
            <b><font size="+2"><font size="+2">WARNING - BY SIGNING THIS
PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY
ON TIME A COURT JUDGEMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE
AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY
CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY
GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.</font>
 </font></b><br>
            </font></td>
          </tr>

      </table>
      <b><br>
      <br>
  GUARANTOR:<br>
      <br>
      <br>
      <br>
  SUPREME ELECTRONICS CORP.</b><br>
      <br>
      <p><b><u>By: /s/  Robert L. Bauman</u><br>
     ROBERT L. BAUMAN,<br>
    CHAIRMAN of SUPREME ELECTRONICS CORP.</b></p>
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