GBC
      FUNDING, LLC 

    
      

    

    


    Corporate
      Guaranty

     

    
      	
              Borrower:

            	 	
              USA
                DETERGENTS, INC., a
                Delaware corporation

            
	 	 	 
	
              Guarantors (each,
                a Guarantor):

            	 	
              APPALACHIAN
                OIL COMPANY, a Tennessee corporation

              APPCO-KY,
                INC., a Tennessee corporation

            


    

    


    GBC
      FUNDING, LLC ("Lender")
      has
      agreed to provide certain financial accommodations to Borrower pursuant to
      the
      terms of the Loan and Security Agreement between Borrower and Lender dated
      as of
      December 27, 2006 (as amended, modified or otherwise supplemented from time
      to time, including pursuant to the Amendment Agreement (as defined below),
      the
      "Loan
      Agreement";
      capitalized terms used herein but not otherwise defined herein shall have the
      meaning set forth in the Loan Agreement). Borrower has requested that Lender
      provide additional financial accommodations to Borrower pursuant to the terms
      of
      the Amendment No. 2 to Loan and Security Agreement between Borrower and
      Lender dated of even date herewith (as amended, modified or otherwise
      supplemented from time to time, the "Amendment
      Agreement").
      As
      one of the conditions to providing such additional financing, Lender has
      required that each Guarantor guaranty all obligations of Borrower to Lender
      pursuant to the terms hereof.

     

    For
      value
      received and in consideration of any loan, advance or financial accommodation
      of
      any kind whatsoever heretofore, now or hereafter made, given or granted to
      Borrower by Lender pursuant to the Loan Agreement, Guarantors unconditionally,
      and jointly and severally, guaranty the full and prompt payment when due,
      whether at maturity or earlier, by reason of acceleration or otherwise, and
      at
      all times thereafter, of the indebtedness, liabilities and obligations of every
      kind and nature of Borrower to Lender (including, without limitation, all
      interest accruing after the filing of a proceeding under the Bankruptcy Code
      or
      any other applicable insolvency law whether or not allowed by the court in
      such
      proceeding, and all other indebtedness, liabilities and obligations arising
      after the filing of any proceeding under the Bankruptcy Code or any other
      applicable insolvency law), howsoever created, arising or evidenced, whether
      direct or indirect, absolute or contingent, joint or several, now or hereafter
      existing, or due or to become due, in each case arising under the Loan
      Agreement, the Amendment Agreement or the other Loan Documents, plus all costs
      and expenses (including, without limitation, all court costs and reasonable
      attorneys' and paralegals' fees and expenses) paid or incurred by Lender in
      endeavoring to collect all or any part of such indebtedness, liabilities and
      obligations from, or in prosecuting any action against, any Guarantor or any
      other guarantor of all or any part of such indebtedness, liabilities and
      obligations (all such indebtedness, liabilities, obligations, costs and expenses
      being hereinafter referred to as "Borrower's
      Obligations").
      All
      sums becoming due under this Guaranty shall bear interest from the due date
      thereof until paid at the highest rate charged with respect to any of Borrower's
      Obligations under the Loan Agreement.

     

    Each
      Guarantor agrees that its obligations under this Guaranty are unconditional,
      irrespective of (i) the validity or enforceability of Borrower's Obligations
      or
      any note or other instrument evidencing Borrower's Obligations, (ii) the absence
      of any attempt by Lender to collect Borrower's Obligations from Borrower or
      any
      other guarantor, (iii) Lender's waiver or consent with respect to any provision
      of the Loan Documents, (iv) Lender's failure to perfect or maintain its security
      interests in, or to preserve its rights with respect to, any of the Collateral,
      (v) Lender's election, in any proceeding under Chapter 11 of the Bankruptcy
      Code
      or other applicable insolvency law, of the application of Section 1111(b)(2)
      of
      the Bankruptcy Code or similar provision of any other applicable insolvency
      law,
      (vi) any borrowing or grant of a security interest by Borrower as
      debtor-in-possession under Section 364 of the Bankruptcy Code or similar
      provision of any other applicable insolvency law, (vii) the disallowance, under
      Section 502 of the Bankruptcy Code or similar provision of any other applicable
      insolvency law, of all or any of Lender's claims for repayment of Borrower's
      Obligations or (viii) any other circumstance which might constitute a legal
      or
      equitable discharge or defense of Borrower or any guarantor.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    No
      payment made by or for the account or benefit of any Guarantor (including,
      without limitation, (i) a payment made by Borrower in respect of Borrower's
      Obligations, (ii) a payment made by any other Guarantor under this Guaranty
      or
      by any other person under any other guaranty of Borrower's Obligations or (iii)
      a payment made by means of set off or other application of funds by Lender)
      shall entitle any Guarantor, by subrogation or otherwise, to any payment by
      Borrower or any other Guarantor or from or out of any property of Borrower
      or
      any other Guarantor, and each Guarantor shall not exercise any rights or
      remedies against Borrower or any other Guarantor or any property of Borrower
      or
      any other Guarantor including, without limitation, any right of contribution,
      indemnity or reimbursement by reason of any performance by such Guarantor under
      this Guaranty, all of such rights of subrogation, contribution, indemnity and
      reimbursement being hereby waived by such Guarantor. The provisions of this
      paragraph shall survive the termination of this Guaranty or the release or
      discharge of any Guarantors from liability hereunder. Borrower is a third party
      beneficiary of the provisions of this paragraph.

     

    Each
      Guarantor hereby waives diligence, presentment, demand for payment, filing
      of
      claims with a court in the event of receivership or bankruptcy of Borrower,
      protest or notice with respect to Borrower's Obligations and all demands
      whatsoever, and covenants that this Guaranty will not be discharged, except
      by
      complete and irrevocable payment and performance of the obligations and
      liabilities contained herein. No notice to any party, including any Guarantor,
      shall be required for Lender to make demand hereunder. Such demand shall
      constitute a mature and liquidated claim against the Guarantors. At any time
      after the maturity of any of Borrower's Obligations, whether by acceleration
      or
      otherwise, Lender may, at its sole election, proceed directly and at once,
      without notice, against any Guarantor to collect and recover the full amount
      or
      any portion of Borrower's Obligations, without first proceeding against Borrower
      or any other person or against any of the Collateral. Lender shall have the
      exclusive right to determine the application of payments and credits, if any,
      from any Guarantor, Borrower or any other person, on account of Borrower's
      Obligations. 

     

    Lender
      is
      hereby authorized, without notice or demand to any Guarantor and without
      affecting or impairing the liability of any Guarantor hereunder, to from time
      to
      time (i) renew, extend, accelerate or otherwise change the time for payment
      of, or other terms relating to, Borrower's Obligations or otherwise modify,
      amend or change the terms of any promissory note or other agreement, document
      or
      instrument now or hereafter executed by Borrower and delivered to Lender; (ii)
      accept partial payments on Borrower's Obligations; (iii) take and hold
      Collateral for the payment of Borrower's Obligations, or for the payment of
      this
      Guaranty, or for the payment of any other guaranties of Borrower's Obligations
      or other liabilities of Borrower, and exchange, enforce, waive and release
      any
      Collateral; (iv) apply Collateral and direct the order or manner of sale thereof
      as it may determine in its sole discretion; and (v) settle, release, compromise,
      collect or otherwise liquidate Borrower's Obligations and any Collateral in
      any
      manner. 

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    At
      any
      time after maturity of Borrower's Obligations, Lender may, in its sole
      discretion, without notice to any Guarantor and regardless of the acceptance
      of
      any Collateral for the payment hereof, appropriate and apply toward payments
      of
      Borrower's Obligations, (i) any indebtedness due or to become due from
      Lender to any Guarantor and (ii) any moneys, credits or other property belonging
      to any Guarantor at any time held by or coming into the possession of Lender
      or
      any affiliates of Lender, whether for deposit or otherwise.

     

    Each
      Guarantor assumes responsibility for keeping itself informed of the financial
      condition of Borrower and all other guarantors of all or any of Borrower's
      Obligations, and of all other circumstances bearing upon the risk of nonpayment
      of Borrower's Obligations or any part thereof that diligent inquiry might
      reveal, and each Guarantor agrees that Lender shall have no duty to advise
      such
      Guarantor of information known to Lender regarding any of the foregoing. Each
      Guarantor acknowledges familiarity with Borrower's financial condition and
      represents that it has not relied on any statements made, or information
      furnished, by Lender or its agents in obtaining such familiarity. If Lender
      provides any such information to any Guarantor, Lender shall be under no
      obligation to (i) undertake any investigation not a part of its regular business
      routine, (ii) disclose any information which, pursuant to accepted or reasonable
      commercial finance practices, Lender wishes to maintain confidential or (iii)
      make any other or future disclosures of any information to such
      Guarantor.

     

    Notwithstanding
      any contrary provision of this Guaranty, it is intended that neither this
      Guaranty nor any liens or security interests securing this Guaranty constitute
      a
      "Fraudulent Conveyance" (as defined below). Consequently, each Guarantor agrees
      that, if this Guaranty or any liens or security interests securing this Guaranty
      would, but for the application of this sentence, constitute a Fraudulent
      Conveyance, this Guaranty and each such lien and security interest shall be
      valid and enforceable only to the maximum extent that would not cause this
      Guaranty or such lien or security interest to constitute a Fraudulent
      Conveyance, and this Guaranty shall automatically be deemed to have been amended
      accordingly at all relevant times. For purposes hereof, a "Fraudulent
      Conveyance"
      means a
      fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent
      conveyance or fraudulent transfer under any applicable fraudulent conveyance
      or
      fraudulent transfer law or similar law of any state or other governmental unit
      as in effect from time to time or similar provision of any other applicable
      insolvency law.

     

    Each
      Guarantor waives the right to assert the doctrine of marshaling with respect
      to
      any of the Collateral securing Borrower's Obligations. Each Guarantor further
      agrees that, to the extent Borrower makes one or more payments to Lender, or
      Lender receives any proceeds of Collateral, which are subsequently invalidated,
      declared to be fraudulent or preferential, set aside or required to be repaid
      to
      Borrower, its estate, trustee, receiver or any other party under the Bankruptcy
      Code or other law, that portion of Borrower's Obligations which has been paid,
      reduced or satisfied by such payment or proceeds shall be reinstated and
      continued in full force and effect as of the date such initial payment,
      reduction or satisfaction occurred, and this Guaranty shall continue to be
      in
      existence and in full force and effect, irrespective of whether any evidence
      of
      indebtedness or this Guaranty has been surrendered or canceled.

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

     

    Each
      Guarantor agrees that all payments hereunder shall be made without setoff or
      counterclaims, and each Guarantor waives all presentments, demands for
      performance, notices of nonperformance, protests, notices of protest, notices
      of
      dishonor and notices of acceptance of this Guaranty. Each Guarantor further
      waives all notices of the existence, creation or incurring of new or additional
      indebtedness, arising either from additional loans extended to Borrower or
      otherwise, and also waives all notices that the principal amount, or any portion
      thereof, or any interest on any instrument or document evidencing all or any
      part of Borrower's Obligations is due, notices of any and all proceedings to
      collect from the maker, any endorser or any other guarantor of all or any part
      of Borrower's Obligations, or from anyone else, and, to the extent permitted
      by
      law, notices of exchange, sale, foreclosure, surrender or other handling of
      any
      Collateral securing Borrower's Obligations.

     

    No
      delay
      on the part of Lender in the exercise of any right or remedy shall operate
      as a
      waiver thereof, and no single or partial exercise by Lender of any right or
      remedy shall preclude any further exercise thereof except as expressly set
      forth
      in a writing duly signed and delivered on Lender's behalf by an authorized
      officer or agent of Lender; nor shall any modification or waiver of any of
      the
      provisions of this Guaranty be binding upon Lender, except as expressly set
      forth in a writing duly signed and delivered on Lender's behalf by an authorized
      officer or agent of Lender. Lender's failure at any time or times hereafter
      to
      require strict performance by Borrower or any Guarantor of any of the
      provisions, warranties, terms and conditions contained in any promissory note,
      security agreement, agreement, guaranty, instrument or document now or at any
      time or times hereafter executed by Borrower or any Guarantor and delivered
      to
      Lender, shall not waive, affect or diminish any right of Lender at any time
      or
      times hereafter to demand strict performance thereof, and such right shall
      not
      be deemed to have been waived by any act or knowledge of Lender, or its agents,
      officers or employees, unless such waiver is contained in an instrument in
      writing signed by an officer or agent of Lender, and directed to Borrower or
      any
      Guarantor, as applicable, specifying such waiver. No waiver by Lender of any
      default shall operate as a waiver of any other default or the same default
      on a
      future occasion, and no action by Lender permitted hereunder shall in any way
      affect or impair Lender's rights or the obligations of any Guarantor under
      this
      Guaranty. Any determination by a court of competent jurisdiction of the amount
      of any principal or interest owing by Borrower to Lender shall be conclusive
      and
      binding on each Guarantor irrespective of whether such Guarantor was a party
      to
      the suit or action in which such determination was made.

     

    Each
      Guarantor hereby represents and warrants that (i) it is in such Guarantor's
      direct interest to assist Borrower in procuring credit, because Borrower has
      a
      direct or indirect corporate or business relationship with Guarantor,
      (ii) this Guaranty has been duly and validly authorized, executed and
      delivered and constitutes the valid and binding obligation of such Guarantor,
      enforceable in accordance with its terms, and (iii) the execution and
      delivery of this Guaranty does not violate or constitute a default under (with
      or without the giving of notice, the passage of time, or both) any order,
      judgment, decree, instrument or agreement to which such Guarantor is a party
      or
      by which it or its assets are affected or bound.

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

     

    All
      payments to be made hereunder by each Guarantor shall be made free and clear
      of
      deduction for any present or future tax, levy, impost, duty, charge,
      withholding, assessment or fee of any nature (including interest, penalties
      and
      additions thereto) that is imposed by any government or other taxing authority,
      but excluding, (i) taxes imposed on or measured by Lender’s capital, net income
      and franchise taxes or any other tax imposed on Lender for the privilege of
      doing business, (ii) any taxes (other than withholding taxes) that would not
      be
      imposed but for a connection between Lender and the jurisdiction imposing such
      taxes (other than a connection arising solely by virtue of the activities of
      Lender pursuant to or in respect of this Guaranty or any other Loan Document),
      (iii) any taxes imposed on Lender as a result of its voluntary transfer of
      the
      Loans or any interest therein, (iv) any taxes imposed on or measured by Lender's
      assets, gross or net income, gross or net receipts, branch profits, capital
      gains, excess profits, minimum taxes from tax preferences, alternative minimum
      taxes or accumulated earnings taxes and (v) any taxes for which Lender is
      actually reimbursed pursuant to any other provisions of this Guaranty (all
      such
      non-excluded taxes, levies, imposts, deductions, charges, withholdings and
      liabilities being collectively referred to herein as "Taxes").
      If
      any Taxes are imposed and required to be withheld from any payment hereunder,
      each Guarantor shall (a) increase the amount of such payment so that Lender
      will
      receive a net amount (after deduction of all Taxes, including any Taxes on
      the
      amount of any such increase) equal to the amount due hereunder, (b) pay such
      Taxes to the appropriate taxing authority for the account of Lender and (c)
      as
      promptly as possible thereafter, send Lender an original receipt showing payment
      thereof, together with such additional documentary evidence as Lender may from
      time to time reasonably require. If any Guarantor fails to perform its
      obligations under parts (b) or (c) of the preceding sentence, each Guarantor
      shall indemnify Lender for any incremental Taxes, interest or penalties that
      may
      become payable by Lender as a consequence of such failure.

     

    This
      Guaranty shall be binding upon each Guarantor and upon the successors and
      permitted assigns of each Guarantor and shall inure to the benefit of Lender
      and
      its successors and assigns. All references herein to Borrower shall be deemed
      to
      include its successors and permitted assigns and all references herein to Lender
      shall be deemed to include its successors and assigns. Borrower's and each
      Guarantor's successors and permitted assigns shall include a receiver, trustee,
      custodian of or for Borrower or such Guarantor or any of their respective assets
      and Borrower or such Guarantor as debtor-in-possession. All references to the
      singular shall be deemed to include the plural where the context so
      requires.

     

    EACH
      GUARANTOR HEREBY CONSENTS AND AGREES THAT THE STATE AND FEDERAL COURTS IN NEW
      YORK COUNTY, NEW YORK SHALL HAVE NONEXCLUSIVE JURISDICTION TO HEAR AND DETERMINE
      ANY CLAIMS OR DISPUTES WITH RESPECT TO THIS GUARANTY AND WAIVES ANY OBJECTION
      WHICH IT MAY HAVE BASED ON IMPROPER VENUE OR FORUM NON CONVENIENS
      TO THE CONDUCT OF ANY PROCEEDING IN ANY SUCH COURT AND CONSENTS THAT ALL SERVICE
      OF PROCESS UPON SUCH GUARANTOR BE MADE BY REGISTERED MAIL OR MESSENGER DIRECTED
      TO SUCH GUARANTOR AT THE ADDRESS SET FORTH BELOW SUCH GUARANTOR'S SIGNATURE
      AND
      THAT SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT
      THEREOF. EACH GUARANTOR HEREBY AGREES THAT ANY CLAIM OR DISPUTE BROUGHT BY
      SUCH
      GUARANTOR AGAINST LENDER OR ANY MATTER ARISING OUT OF THIS GUARANTY SHALL BE
      BROUGHT EXCLUSIVELY IN THE STATE AND FEDERAL COURTS IN NEW YORK COUNTY, NEW
      YORK. EACH GUARANTOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY LAW, TRIAL BY
      JURY. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF LENDER TO SERVE LEGAL
      PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR AFFECT THE RIGHT OF LENDER
      TO
      BRING ANY ACTION OR PROCEEDING AGAINST GUARANTOR OR ITS PROPERTY IN THE COURTS
      OF ANY OTHER JURISDICTION.

     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

     

    THIS
      GUARANTY SHALL BE GOVERNED IN ALL RESPECTS BY THE INTERNAL LAWS OF THE STATE
      OF
      NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF
      LAWS.

     

    Wherever
      possible each provision of this Guaranty shall be interpreted in such manner
      as
      to be effective and valid under applicable law, but if any provision of this
      Guaranty shall be prohibited by or invalid under such law, such provision shall
      be ineffective to the extent of such prohibition or invalidity without
      invalidating the remainder of such provision or the remaining provisions of
      this
      Guaranty.

     

    Each
      Guarantor hereby agrees that this Guaranty shall be deemed a "Loan Document"
      as
      defined in the Loan Agreement.

     

    This
      Guaranty may be executed in any number of counterparts, all of which shall
      constitute one and the same instrument, and any party hereto may execute this
      Guaranty by signing and delivering one or more counterparts.

     

    
      
         

      

      
        -6-

        
          

        

      

      
         

      

       

    

    IN
      WITNESS WHEREOF, this Guaranty has been duly executed by the undersigned
      Guarantors this 16th day of October, 2007.

     

    
      	 	 	 
	 	
              GUARANTORS:

            
	 	 
	 	
              APPALACHIAN
                OIL COMPANY,

              a
                Tennessee corporation

            
	 
 	 
 	 
 
	
            	By  	/s/
              Bryan Chance 
	 	Its	
              
 
	 	 	
              
 
	 	Address
	 	 

	 	 

	 	 

	 	 


    

    
       

      
        	 	 	 
	 	
                
                  APPCO-KY,
                    INC.,

                  a
                    Tennessee corporation

                

              
	 
 	 
 	 
 
	
              	By  	/s/
                Bryan Chance
	 	Its	
                
 
	 	 	
                
 
	 	Address
	 	 

	 	 

	 	 

	 	 


      

       

    

    Signature
      Page to Appco Guaranty of USAD Facility