CORPORATE GUARANTEE

Date:

To:

Gentlemen:

As an inducement to you to make sales, loans and advances to

123 CONSTRUCTION CO., INC.

(address)

(Hereinafter called the "Customer"), pursuant to the provisions of the credit application, financing agreements or arrangements between you and the Customer and in consideration thereof and of any other sales, loans, advances or financial accommodations heretofore or hereafter granted by you to or for the account of the Customer, each of the undersigned guarantors unconditionally guarantees the payment to you of all indebtedness which may now or hereafter be owing to you by the Customer, whether under the credit application and account, financing agreement or any other agreement or otherwise; and also guarantees the due performance by the Customer of all its obligations under said credit application and account, any financing agreement and under all other present and future contracts and agreements with you.

Each guarantor also agrees: that this guarantee shall not be impaired by any modification, supplement, extension or amendment of the financing agreement or of any contract or agreement to which the parties thereto may hereafter agree, nor by any modification, release or other alteration of any of the indebtedness and obligations hereby guaranteed or of any security therefor, nor by any agreements or arrangements whatever with the Customer or any one else; that the liability of each guarantor hereunder is direct and joint and several (if more than one) and may be enforced without requiring you first to resort to any other right, remedy or security; that no guarantor shall have any right of subrogation, reimbursement or indemnity whatsoever nor any right of recourse to security for the indebtedness and obligations of the Customer to you, unless and until all of said indebtedness and obligations have been paid in full; that your books and records showing the account between you and the Customer shall be admissible in any action or proceeding, shall be binding upon each guarantor for the purposes of establishing the items therein set forth and shall constitute prima facie proof thereof; that this guarantee is, as to each guarantor, a continuing guarantee which shall remain effective until payment in full and performance of all indebtedness and obligations of the Customer to you; that this guarantee may be terminated as to any guarantor by giving you sixty days prior written notice by registered or certified mail, but such termination shall be applicable only to transactions having their inception after the effective date of termination and shall not affect rights and obligations arising out of transactions having their inception prior to such effective date; that the death of any guarantor shall not cause the termination of this guarantee as to such deceased or as to any other guarantor; that termination by any guarantor shall not affect the continuing liability of such guarantors as do not give notice of termination; that nothing shall discharge orsatisfy the liability of any guarantor hereunder except the full payment and performance of all of the Customer's indebtedness and obligations to you with interest; that any and all present and future indebtedness and obligations of the Customer to each guarantor are hereby waived and postponed in favor of and subordinated to the full payment and performance of all present and future indebtedness and obligations of the Customer to you; and that all sums at any time to the credit to each guarantor and any of the property of each guarantor at any time in your possession may be held by you as security for any and all obligations of such guarantor to you no matter how or when arising whether absolute or contingent, whether due or to become due and whether under this guarantee or otherwise; that a statement of account delivered to the Customer, if unobjected to by the Customer in writing, as provided in the credit application or financing agreement, shall be binding upon the guarantors in accordance with its contents. If suit be brought to enforce this guarantee there shall be added to any recovery therein, a reasonable attorneys' fee in the sum of 33% of the unpaid balance of the credit account including any service charges or interest assessed thereon. Each guarantor waives: notice of acceptance hereof; the right to a jury trial in any action hereunder, presentment and protest of any instrument and notice thereof; notice of default; and all other notices to which such guarantor might otherwise be entitled. This guarantee, and all acts and transactions hereunder, and the rights and obligations of the parties hereto shall be governed, construed and interpreted according to the laws of the State of New Jersey, shall be binding upon the heirs, executors, administrators, successors and assigns of each guarantor and shall inure to the benefit of your successors and assigns.

ABCDE, INC. ________________________(L.S.)

Address_______________________

BY_______________________

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