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                                           GUARANTY

                 The undersigned, in consideration of _________________

        (hereinafter referred to as the "Lender") having made a loan to

        _____________________(hereinafter referred to as the "Borrower")

        hereby unconditionally guarantees to the Lender the prompt

        payment on all amounts now owing or which may hereafter be owing

        to the Lender from the Borrower on account of such loans, or any

        extension or renewal thereof, however and whenever made;

        provided, however, that the obligation of the Undersigned

        hereunder shall not exceed the maximum amount of ____________

        ($         ) DOLLARS.  This undertaking shall operate as a

        continuing and absolute guaranty and shall remain in full force

        and effect until the actual receipt by the Lender of a revocation

        in writing signed by the Undersigned, it being understood that

        any such revocation shall be effective only as to additional new

        loans or credits after the receipt thereof.

                Notice of the acceptance of this guaranty and notice of

        transactions entered into in reliance hereon are hereby waived.

        The Undersigned agrees that liability hereunder shall not be

        affected by any extension of time or other forbearance or

        indulgence of favor granted to Borrower, or by the release or

        modification of any security or the release of any guarantor,

        whether or not notice thereof shall be given to the Undersigned,

        or by the neglect or failure of the Lender to take any action

        with respect to any security, right, obligation, endorsement or

        guaranty which it may at any time hold, or by any change by the

        Borrower in the former manner of doing business, whether by

        incorporation, consolidation, merger, partnership formation or

        change in membership, or otherwise.

                The Undersigned also waives all requirements of notice,

        demand, presentment or protest in case of any default by Borrower

        and any right which the Undersigned might otherwise have required

        the Lender first to proceed against the Borrower or against any

        co-guarantor or any other person or first to realize on any

        security held by it before proceeding against the Undersigned for

        the enforcement of this guaranty.

               If there be more than one guarantor executing this

        guaranty, their obligation hereunder shall be joint and several.

        In that case the word "Undersigned", shall be deemed to apply

        against each guarantor and the Lender shall be entitled to full

        recovery of the obligation of this guaranty against each, but

        shall retain only one satisfaction.

                This instrument is intended to take effect as a sealed

        instrument and the validity and construction hereof shall be

        determined by the law of the state of ______________________.

        DATED:                               __________________________