GUARANTEE

(LONG FORM)

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, that the obligation of the Undersigned hereunder shall not exceed the maximum amount of ________

___________________. 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: ___________________

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Signature Date

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Signature Date