Promissory Note

GUARANTY
(NOTE)

IN CONSIDERATION of and in order to induce to enter into those certain Promissory Note(s), copies of which are attached hereto and made a part hereof for all purposes, (the "Notes"), of even date herewith executed by and between , (the "Borrower"), and (the "Payees"), the undersigned (the "Guarantor") hereby:

1. Unconditionally and absolutely guarantees to Payees, jointly and severally, the full and prompt payment and performance by the Borrower of all of its obligations under and pursuant to the Promissory Notes, together with the full and prompt payment of any and all costs and expenses of and incidental to the enforcement of this Guaranty, including, without limitation, reasonable attorneys' fees.

2. Waives (i) presentment, demand, notice of nonpayment, protest and notice of protest and dishonor on the Notes; (ii) notice of acceptance of this Guaranty by Payees; and (iii) notice of the creation or incurrence of the Notes by the Borrower.

3. Agrees that Payees, jointly or severally, may from time to time, without notice to Guarantor, which notice is hereby waived by Guarantor, extend, waive, renew or compromise the Notes, 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.

4. Agrees that this Guaranty shall remain in full force and effect and be binding upon Guarantor until the Notes are paid and performed in full.

5. Agrees that so long as any portion of the Notes is due and owing or to become due and owing by the Borrower to Payees, the Guarantor shall not, without the prior written consent of Payees, collect or seek to collect from the Borrower the claim, if any, by subrogation or otherwise, acquired by the Guarantor or through payment of any part or all of the Notes.

6. Agrees that the possession of this instrument of guaranty by Payees shall be conclusive evidence of due execution and delivery hereof by Guarantor.

7. Agrees that this Guaranty shall be binding upon the legal representatives, successors and assigns of Guarantor, and shall inure to the benefit of Payees and their successors, assigns and legal representatives.

8. Agrees that Guarantor may be joined in any action or proceeding commenced against the Borrower in connection with or based upon the Notes and recovery may be had against Guarantor in any such action or proceeding or in any independent action or proceeding against Guarantor should the Borrower fail to duly and punctually pay and perform any of the obligations of the Notes without any requirement that Payees first assert, prosecute or exhaust any remedy or claim against the Borrower.

9. 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.

10. Agrees that no failure on the part of Payees 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 related document or by law.

11. The Guarantor agrees that (i) the Guarantor will indirectly benefit by and from the Borrower entering into the Notes by virtue of the fact that the Promisor is a related company of the Guarantor; (ii) the Guarantor has received legal and adequate consideration for the execution of this Guaranty and has executed and delivered this Guaranty to Payees in good faith in exchange for reasonably equivalent value; (iii) the Guarantor is not presently insolvent and will not be rendered insolvent by virtue of the execution and delivery of this Guaranty; (iv) the Guarantor has not executed or delivered this Guaranty with actual intent to hinder, delay or defraud the Guarantor's creditors; and (v) that Payees have entered into the Notes in reliance upon this Guaranty.

Dated as of this the day of , .

WITNESSES: