Sublease Guaranty GUARANTY made as of the _________ day of _________, _________, by _________, an individual residing at _________, _________, an individual

residing _________, _________, an individual residing at _________(collectively, the "Guarantors"), for the benefit of _________, a _________ limited liability _________ having an office at _________ _________(hereinafter referred to as the "Sublessor"). WITNESSETH: WHEREAS, contemporaneously herewith Sublessor is entering into a lease (the "Sublease") with _________, as subtenant (the "Subtenant"), covering certain premises consisting of the front portion of the _________ floor as shown on Exhibit A to the Sublease in the building generally known as _________(the "Premises"); and WHEREAS, the Guarantors are the principal _________ of Subtenant; and WHEREAS, Sublessor is unwilling to enter into the Sublease with Subtenant unless the Guarantors execute and deliver this Guaranty for the benefit of Sublessor. NOW, THEREFORE, Guarantors hereby covenant and agree as follows: FIRST: Guarantors hereby unconditionally, irrevocably and, as primary obligors, jointly and severally hereunder guarantee to Sublessor all of Subtenant's obligations under the Sublease including but not limited to the full, prompt and faithful payment of all Fixed Rent, the Additional Rent, the obligations of Subtenant to restore the Premises as provided in Paragraph 19 of the Sublease and the liabilities which might arise should Subtenant hold over after the expiration of the Term as provided in Paragraph 32 of the Sublease (collectively, the "Obligations"). Guarantors hereby expressly waive any notice of non-payment, non-performance or non-observance of any of the Obligations; or proof, notice or demand of any sort in order to charge Guarantors. SECOND: Guarantors hereby expressly agree that the validity of this Guaranty and the obligation and liability of Guarantors hereunder shall not in any manner or to any extent be terminated, affected, or impaired by reason of (a) the assertion or non-assertion by Sublessor against Subtenant of any of the rights or remedies reserved to Sublessor pursuant to the Sublease, or against any other person, or against any security or collateral securing any or all of the Obligations and without the necessity of any suit or proceedings by Sublessor of any nature whatsoever against Subtenant it being agreed that Sublessor need not assert any claim or claims against Subtenant prior to enforcing the terms of this Guaranty, (b) the making of any assignment by Subtenant, with or without notice to Sublessor, of its interest under the Sublease (whether or not such assignment is permitted under the Sublease and whether or not it is approved by Sublessor), (c) the sale or other transfer by Guarantors of any interests in Subtenant or any change in the ownership or control of such interests of Subtenant, or (d) any impairment, change, release or limitation of Subtenant's obligations under the Sublease or otherwise by (i) the release or discharge of Subtenant in any creditors' proceedings, receivership, bankruptcy, insolvency, composition, dissolution, liquidation, reorganization, arrangement or adjustment or other proceedings, (ii) any impairment, limitation or modification of the liability of Subtenant or the estate of Subtenant in receivership, bankruptcy, insolvency, composition, dissolution, liquidation, reorganization, arrangement or adjustment or of any remedy for the enforcement of Subtenant's liability under the Sublease, resulting from the operation of any present or future provision of the Bankruptcy Code, any other present or future statute or from the decision of any court or other tribunal or (iii) the rejection or disaffirmance of the Sublease or any obligation thereunder in any such proceedings.

THIRD: Guarantors hereby expressly waive trial by jury of any and all issues arising in any action, proceeding or counterclaim brought by either party hereto against the other on any matters whatsoever arising out of, under, or in any way connected with this Guaranty or the Sublease. FOURTH: Anything to the contrary contained in this Guaranty or the Sublease notwithstanding, neither the failure of the Sublessor to enforce its rights against the Subtenant, nor any waivers of default, extensions of time, or settlements of any actions or proceedings as to any matters whatsoever arising out of or in any way connected with the Sublease shall affect the liability of Guarantors or in any manner relieve Guarantors of or from their obligations hereunder. FIFTH: This Guaranty shall remain and continue in full force and effect notwithstanding any amendment, modification, renewal, extension, or assignment of the Sublease and regardless of whether Guarantors shall have approved or consented to any of the foregoing, and shall be absolute and not conditioned in any way upon the genuineness, validity, regularity or enforceability of the Sublease or any of the Obligations guaranteed by the Guarantors hereunder nor shall this Guaranty be affected by any application by Sublessor of the Security Deposit made by Subtenant under the Sublease to Subtenant's obligations under the Sublease. SIXTH: Without notice to or further assent by Guarantors, Sublessor, in its sole and absolute discretion, may at any time or times it so determines, and upon such terms and conditions as it so determines, settle or compromise any of the Obligations with or discharge Subtenant and/or any other persons who may at any time be liable thereon, whether or not they are in bankruptcy, receivership, composition, dissolution, liquidation, arrangement, reorganization or adjustment, it being agreed that Guarantors shall remain bound on this Guaranty notwithstanding any act, omission, forbearance, delay, extension, modification, amendment, renewal, supplement, change or waiver by Sublessor of any nature whatsoever, whether pursuant to the provisions of this Article or otherwise, relating to any of the Obligations, and that none of the Obligations shall be excluded from the coverage of this Guaranty by virtue of being affected by any such act, omission, forbearance, delay, extension, modification, amendment, renewal, supplement, change or waiver. SEVENTH: For the purposes of this Guaranty, the Obligations shall survive the termination of the Sublease in accordance with its terms or by reason of any event of default by Subtenant, whether or not the obligations actually survive such termination, and Guarantor shall remain bound to perform its obligations under this Guaranty notwithstanding such termination. EIGHTH: This Guaranty shall be construed and governed in accordance with the laws of the State of _________. NINTH: Wherever "Subtenant" is referred to in this Guaranty, same shall mean, whether or not specifically so stated, Subtenant and Subtenant's successors, assigns, and sublessees. Wherever "Sublessor" is referred to in this Guaranty, same shall mean, whether or not specifically so stated, the Sublessor and Sublessor's successors or assigns. TENTH: All pronouns and any variations hereof shall be deemed to refer to the masculine, feminine, neuter, singular, or plural, as the identity of the person or parties may require. ELEVENTH: All notices permitted or required to be given under this Guaranty shall be sent by registered or certified mail, return receipt requested, to the parties at their respective addresses set forth in this Guaranty, or to such other address as the parties may designate from time to time, by like notice. TWELFTH: This Guaranty shall insure to the benefit of Sublessor, including any person, firm, or corporation to whom Sublessor's interest in the Lease shall be transferred or assigned.

THIRTEENTH: This Guaranty cannot be changed or terminated orally and may be changed or terminated only by an instrument signed by Sublessor and Guarantors. FOURTEENTH: If any provision of this Guaranty or its application to any person or circumstances is invalid or unenforceable to any extent, the remainder of this Guaranty, or the applicability of such provision to other persons or circumstances, shall not be affected thereby. Each provision of this Guaranty shall be valid and enforceable to the fullest extent permitted by law and shall be deemed to be separate from such invalid or unenforceable provisions and shall continue in full force and effect. FIFTEENTH: All of Sublessor's rights and remedies under the Lease or under this Guaranty are distinct, separate and cumulative, and no such right and remedy therein mentioned is to be in exclusion of or a waiver of any of the others. In addition, none of the provisions of this Guaranty shall be construed to limit any other provisions or any rights which Landlord may have at law, in equity, or otherwise. None of the waivers by Guarantors made in this Guaranty shall be construed to preclude or limit any others. SIXTEENTH: Each of terms capitalized herein shall have the same meaning as those set forth in the Sublease otherwise indicated. SEVENTEENTH: Any obligation of the Guarantors created hereunder shall be joint and several. EIGHTEENTH: Notwithstanding any provisions of this Guaranty to the contrary, Guarantors continuing liability hereunder shall terminate upon the sooner to occur of the following (the "Termination Date"): (i) the date upon which the Sublessor obtains legal possession of the Subleased Premises, or (ii) the date on which Subtenant surrenders possession of the Subleased Premises to the Sublessor. In the event the Termination Date occurs, Guarantors shall continue to be liable for all obligations under the Lease through the Termination Date. In the event Sublessor is forced to commence legal proceedings to obtain possession of the Subleased Premises, Guarantors shall pay to Sublessor all expenses of any kind or nature, including without limitation, all attorneys fees and disbursements incurred by Sublessor or caused by or in any way related to the enforcement of this Guaranty. IN WITNESS WHEREOF, Guarantors have executed this Guaranty as of the date first above written. _______________ _______________ _______________ _______________ _______________ _______________