Fill and Sign the In Consideration of and in Order to Induce the Client to Enter Form

GUARANTY (CONSULTING AGREEMENT) In consideration of and in order to induce ___________________ (the Client) to enter into that certain Consulting Agreement, a copy of which is attached hereto and made a part hereof for all purposes, (the "Agreement"), of even date herewith executed by and between ________________________________ ("Company”) and ____________________________ (the "Consultant"), the undersigned (the "Guarantor") hereby: 1. Unconditionally and absolutely guarantees to Consultant, the full and prompt payment and performance by Company of all of its obligations under and pursuant to the Agreement, together with the full and prompt payment of any and all costs and expenses of a nd incidental to the enforcement of this Guaranty, including, without limitation, reasonabl e attorneys' fees. 2. Agrees that Consultant, may from time to time, without notice to Guarantor, which notice is hereby waived by Guarantor, extend, waive, renew or compromise the Agreement, in whole or in part, without releasing, extinguishing or affecting in any manner whatsoever the liability of Guarantor hereunder, the foregoing acts being hereby consented to by Guarantor. 3. Agrees that this Guaranty shall remain in full force and effect and be binding upon Guarantor until the Agreement is paid and performed in full. 4. Agrees that so long as any portion of the Agreement is due and owing or to become due and owing by Company to Consultant, the Guarantor shall not, without the prior written consent of Consultant, collect or seek to collect from Company the clai m, if any, by subrogation or otherwise, acquired by the Guarantor or through payment of any part or all of the Agreement. 5. Agrees that the possession of this instrument of guaranty by Consultant shall be conclusive evidence of due execution and delivery hereof by Guarantor. 6. Agrees that this Guaranty shall be binding upon the legal representatives, successors and assigns of Guarantor, and shall inure to the benefit of Consultant and his successors, assigns and legal representatives. 7. Agrees that Guarantor may be joined in any action or proceeding commenced against Company in connection with or based upon the Agreement and recovery may be had against Guarantor in any such action or proceeding or in any independent action or proce eding against Guarantor should Company fail to duly and punctually pay and perform any of the obligations of the Agreement without any requirement that Consultant first assert, prosecute or exhaust any remedy or claim against Copany. 8. Agrees that this Guaranty shall be deemed a contract made under and pursuant to the laws of the State of __________________ and shall be governed by and construed under the laws of such state; and that, wherever possible, each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of the Guaranty. 9. Agrees that no failure on the part of Consultant to exercise, and no delay in exercising, any right or remedy hereunder shall operate as or constitute a waiver thereof; nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy granted hereby or by any rela ted document or by law. 10. The Guarantor agrees that (i) the Guarantor will indirectly benefit by and from Consultant entering into the Agreement by virtue of the fact that Company is a rela ted company of the Guarantor; (ii) the Guarantor has received legal and adequate consideration for t he execution of this Guaranty and has executed and delivered this Guaranty to Consultant in good faith in exchange for reasonably equivalent value; (iii) the Guarantor is not presently insol vent and will not be rendered insolvent by virtue of the execution and delivery of this Guaranty; (i v) the Guarantor has not executed or delivered this Guaranty with actual intent to hinder, de lay or defraud the Guarantor's creditors; and (v) that Consultant has entered into the Agreement in reliance upon this Guaranty. 11. Warrants and represents to Consultant as follows: (a) Corporate Existence and Power. The Guarantor is a corporation duly organized and validly existing in the State of __________________ and is fully qualified to do business and is in good standing in such state and in every other jurisdiction wherein the nature of its business or the character of its properties makes such qualification necessary, and has all requisite power and authority to carry on its business as now conducted and as presently proposed to be conducted. (b) Corporate Authority. The Guarantor has full power and authority to execute and deliver this Guaranty and to incur and perform its obligations hereunder; the execution, delivery and performance by the Guarantor of this Guaranty and any and all othe r documents and the transaction contemplated hereby or thereby have been duly authorized by all necessary corporate action, will not violate any provision of law or the organizational docum ents pertaining to the Guarantor or result in the breach of, constitute a default under, or cre ate or give rise to any lien under, any indenture or other agreement or instrument to which the Guara ntor is a party or by which the Guarantor or its property may be bound or affected; and this Guaranty has been executed and delivered to Consultant by the corporate officers of the Guarantor who have been authorized by the Guarantor's Board of Directors or executive committee thereof, and who are authorized by and specified in the Guarantor's organizational documents pertaining to t he Guarantor, to execute and so deliver such agreements. (c) Enforceability. This Guaranty constitutes the legal, valid and binding obligation of the Guarantor enforceable in accordance with its terms.(d) Litigation. There is no action, suit or proceeding pending or, to the knowledge of the Guarantor, threatened against or affecting the Guarantor which, if adversely determined, would have a material adverse effect on the condition (financial or othe rwise), business, properties or assets of the Guarantor or which would question the validity of this Guaranty or any instrument, document or other agreement related hereto or required hereby, or impair the ability of the Guarantor to perform its obligations under the foregoing agreements. (e) Default. The Guarantor is not in default of a material provision under any material agreement, instrument, decree or order to which it is a party or by which it or its property is bound or affected which would impair its ability to perform its obligations under t his Guaranty. (f) Consents. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any governmental authority or any third party is required in connection with the execution and delivery of this Guaranty or any of the agreements or instruments herein mentioned to which the Guarantor is a party or the carryi ng out or performance of any of the transactions required or contemplated hereby or thereby or, if required, such consent, approval, order or authorization has been obtained or such registration, declaration or filing has been accomplished or such notice has been given prior to the date hereof. (g) Taxes. The Guarantor has filed all tax returns required to be filed and either paid all taxes shown thereon to be due, including interest and penalties, exce pt those which are being contested in good faith and by appropriate proceedings or for which the Guarantor has provided adequate reserves for payment thereof, and it has no information or knowledge of any objections to or claims for additional taxes in respect of federal income or excess profi ts tax returns for prior years which would impair its ability to perform its obligations under this Guaranty. Dated as of this ___ day of _________, 2000. ________________________ a ______________________ Corporation By: _______________________________ It's __________________________ STATE OF _______________ COUNTY OF ______________ The foregoing instrument was acknowledged before me, this the ___ day of ________, 2000, by _________________, the _________ of ________________________. _______________________________ NOTARY PUBLIC MY COMMISSION EXPIRES:______________________