PERSONAL SECURED GUARANTY




 1.  Whereas ABCDE., a New York Corporation with its principal office located at ____________________ (hereinafter called "ABCDE") has been asked to extend credit to 12345 CORP. with its principal offices located at ________________________ (hereinafter called "Purchaser"); and


 2.  Whereas ABCDE is unwilling to extend, or to continue to extend credit to Purchaser unless ABCDE receives the guaranty of the undersigned party or parties (hereinafter called the "Guarantor").


 3.  Now, therefore, in order to induce ABCDE to extend, and to continue to extend credit to the Purchaser, the Guarantor does hereby absolutely and unconditionally guarantee to ABCDE the payment, and not merely the collection, of the debts and obligations, which exist on the date of this  instrument or are incurred after such date, as set forth in a certain Note given by Purchaser dated as of May 1, 200_ ("the Note").


 4.  Guarantor hereby waives (a) notice of acceptance of this Guaranty and of the creations of debts and obligations of Purchaser to ABCDE; (b) any other notice to which Guarantor might otherwise be entitled; (c) all rights to interpose any defenses of the purchaser; (d) any presentment and demand for payment of any indebtedness of Purchaser; (e) the defense of failure of consideration as to certain Mortgages given by Guarantor to ABCDE to secure the obligations of Purchaser on the aforesaid Note, and (f) any rights to extension, composition, or otherwise under the Federal Bankruptcy Act as amended, or under any state or other Federal statute.  Any notice or notices given by ABCDE shall not be construed to be a waiver of any of the above, nor as creating any obligation to give such notice or notices in the future.


 5.  The Guarantor covenants that: (a) there is no current indebtedness of Purchaser to Guarantor which is secured by the Guarantor's security interest in Purchaser; (b) Guarantor will sign a UCC-3 terminating his security interest in Purchaser concurrently with the signing of this Guaranty; (c) upon the execution of this Guaranty and ancillary documents by Guarantor, the security interest of ABCDE will be subordinate only to that of the Bank of Funkytown, N.A. in the equipment, inventory, accounts receivable and contract rights collateral of Purchaser; (d) any indebtedness of Purchaser now or hereafter held by Guarantor is hereby subordinated to the indebtedness of Purchaser to ABCDE except for rentals paid on real estate leased by Purchaser from Guarantor; (e) on the date of this guaranty, Guarantor has no defense to any action that may be instituted on this guaranty; (f) after default by Purchaser on the indebtedness, all sums collected by Guarantor from Purchaser will be held in trust for ABCDE except for rentals paid on real estate leased by Purchaser from Guarantor; (g) Guarantor has executed no other personal guarantees of the obligations of Purchaser, either individually or jointly, which are presently outstanding, except as it has been previously disclosed in writing to ABCDE; and (h) Guarantor will not, in the future, execute any personal guaranty to any other vendors, either individually or jointly without giving written notices thereof to ABCDE, including the identity of the obligee and the amount of potential liability thereunder, so long as this guaranty remains in effect.


 6.  Except as described in (11) below, ABCDE would not assert its rights under this guarantee unless the Purchaser is in default under the Note.   In any right of action which shall accrue to ABCDE by reason of the default of Purchaser under the Note, ABCDE, at its election, may proceed: (a) against Guarantor together with Purchaser; (b) against Guarantor and Purchaser, individually; or (c) against the Guarantor only, without having first commenced any action against or having obtained any judgment against Purchaser.


 7.  The undersigned agrees to pay all costs of collection and reasonable attorney's fees paid and incurred by ABCDE in enforcing this guaranty.


 8.  ABCDE may renew or extend any indebtedness of the Purchaser; accept partial payment thereon; settle, release, or compromise any of the same; collect on or otherwise liquidate any claims held by ABCDE in such manner as ABCDE may deem advisable; or release security or take additional security from the Purchaser all without impairing the liability of the Guarantor to ABCDE.  Extensions of times of payment; renewal of indebtedness; extensions of the times of performance of agreements; and any other compromises, adjustments, or indulgences may be granted to Purchaser by ABCDE, all without notice to the Guarantor, and all without impairing the liability of the Guarantor to ABCDE.  Any notice or notices given by ABCDE to the Guarantor shall not be construed to be a waiver of any of the above nor as creating any obligation to give any such notice or notices in the future.


 9.  No exercise, delay in exercising, or omission to exercise any of the rights, powers and remedies of ABCDE shall be deemed a waiver thereof.  Every such right, power and remedy may be exercised repeatedly.


10.  This instrument shall be binding upon the heirs administrators, executors, legal representatives, successors and assigns of the parties and shall inure to the benefit of their successors and assigns.


11.  Regardless of any maturity date stated or established by the Note, all indebtedness and obligations of the Guarantor and the Purchaser under the Note shall mature immediately upon (a) the insolvency of the Purchaser; (b) commission of an act of bankruptcy by the Purchaser; (c) appointment of a receiver for the Purchaser or for any of its property; (d) filing of a voluntary or involuntary petition in bankruptcy, reorganization, or arrangement, or (e) the making of an assigment for the benefit of creditors.


12.  The liability of the Guarantor to ABCDE shall become fixed by the failure of Purchaser to pay, as they mature or are accelerated, any of its indebtednesses and obligations to ABCDE under the Note.  The liability of the Guarantor under this guaranty shall be primary and unconditional; this liability shall not be subject to deduction for any claim, set off, disability, defense, or counterclaim of the Guarantor and shall be discharged only by full payment of the indebtednesses.


13.  ABCDE may rely on this continuing guaranty, which may not be terminated except by payment in full of the aforesaid Note.


14.  Guarantor consents to the jurisdiction of the courts of the State of New Jersey in any action by ABCDE to enforce the terms of this Guaranty and agrees that the laws of the State of New Jersey shall apply to the terms of this guaranty.


15.  Guarantor acknowledges that the execution of this personal guaranty in no way obligates ABCDE to do business with, or extend credit to, the customer now or in the future and that such decision shall be in the sole discretion of ABCDE.


16.  Guarantor's liability to ABCDE under this guaranty shall be limited by the terms of the Note, except as otherwise provided herein.


17. This  guaranty is secured by mortgages on certain properties located at _________________________, respectively,  (the "Properties"), of even date herewith, made by Guarantor in favor of ABCDE.  


18.  Guarantor hereby waives and releases all defenses involving the marshalling of assets and similar doctrines. Guarantor hereby agrees that in the event of  a default upon the Note by the Purchaser,  or the filing of a bankruptcy petition by or against the Purchaser, ABCDE may, at its sole election , proceed directly and at once, without notice, against Guarantor to collect and recover the full amount or any portion of Purchaser's obligations, without first proceeding against Purchaser, or any other person, firm or corporation, or against any security or collateral for Purchaser's liabilities. 


19. Guarantor agrees that the extension of credit, or loan,  by ABCDE to Purchaser, is a commercial or business loan rather than a consumer or personal loan and that Guarantor is not entitled to any defenses which may be asserted in the context of a personal or consumer loan.


20. Guarantor hereby agrees if he transfers, loans, encumbers or further encumbers any assets owned by him personally, he will provide ABCDE with notice of the transaction and with a copy of any documents pertaining to any such proposed transactions, such as proposed contract of sale, or proposed loan and mortgage documents, etc., at least ten (10) days in advance of such action. 



21. As additional inducement to ABCDE to extend the credit requested to Purchaser, Guarantor agrees that he waives any right to assert a claim, and hereby waives all claims, against Purchaser for any money that might be paid by Guarantor to ABCDE as a result of the assertion or enforcement of this guaranty.



Dated: _______________





____________________________           Guarantor Signature

Witness                 Printed Name



                                                                   Guarantor Address