zealous_8k-ex1006.htm


    EXHIBIT
      10.6

    


    GUARANTEE

    


    GUARANTEE,
      dated as of October 17, 2007 (this “Guarantee”), made by Zealous
      Holdings, Inc., a Delaware corporation (the “Guarantor”), in favor of the
      purchasers signatory (the “Purchasers”) to that certain Securities
      Purchase Agreement, dated as of the date hereof, between Zealous Trading Group,
      Inc., a Nevada corporation (the “Company”) and the
      Purchasers.

    


    W
      I T N E S S E T H:

    


    WHEREAS,
      pursuant to that certain Securities Purchase Agreement, dated as of the date
      hereof, by and between the Company and the Purchasers (the “Purchase
      Agreement”), the Company has agreed to sell and issue to the Purchasers, and
      the Purchasers have agreed to purchase from the Company the Company’s 5% Senior
      Secured Convertible Debentures, due October 17, 2008 (the “Debentures”),
      subject to the terms and conditions set forth therein; and

    


    WHEREAS,
      the Guarantor will directly
      benefit from the extension of credit to the Company represented by the issuance
      of the Debentures; and

    


    NOW,
      THEREFORE, in consideration of the premises and to induce the Purchasers to
      enter into the Purchase Agreement and to carry out the transactions contemplated
      thereby, the Guarantor hereby agrees with the Purchasers as
      follows:

    


    1.    Definitions.
      Unless otherwise defined herein, terms defined in the Purchase Agreement and
      used herein shall have the meanings given to them in the Purchase Agreement.
      The
      words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import
      when used in this Guarantee shall refer to this Guarantee as a whole and not
      to
      any particular provision of this Guarantee, and Section and Schedule references
      are to this Guarantee unless otherwise specified. The meanings given to terms
      defined herein shall be equally applicable to both the singular and plural
      forms
      of such terms.  The following terms shall have the following
      meanings:

     

    “Guarantee”
      means this Guarantee, as the same may be amended, supplemented or otherwise
      modified from time to time.

     

    “Obligations”
      means, in addition to all other costs and expenses of collection incurred by
      Purchasers in enforcing any of such Obligations and/or this Guarantee, all
      of
      the liabilities and payment obligations (primary, secondary, direct, contingent,
      sole, joint or several) due or to become due, or that are now or may be
      hereafter contracted or acquired, or owing to, of any Debtor to the Secured
      Parties, under this Agreement, the Debentures and the Security Agreement, in
      each case, whether now or hereafter existing, voluntary or involuntary, direct
      or indirect, absolute or contingent, liquidated or unliquidated, whether or
      not
      jointly owed with others, and whether or not from time to time decreased or
      extinguished and later increased, created or incurred, and all or any portion
      of
      such obligations or liabilities that are paid, to the extent all or any part
      of
      such payment is avoided or recovered directly or indirectly from any of the
      Secured Parties as a preference, fraudulent transfer or otherwise as such
      obligations may be amended, supplemented, converted, extended or modified from
      time to time.  Without limiting the generality of the foregoing, the
      term “Obligations” shall include, without limitation: (i) principal of, and
      interest on the Debentures and the loans extended pursuant thereto; (ii) any
      and
      all other fees, indemnities, costs, obligations and liabilities of the Debtors
      from time to time under or in connection with this Agreement, the Debentures
      and
      the Security Agreement; and (iii) all amounts (including but not limited to
      post-petition interest) in respect of the foregoing that would be payable but
      for the fact that the obligations to pay such amounts are unenforceable or
      not
      allowable due to the existence of a bankruptcy, reorganization or similar
      proceeding involving any Debtor.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.    Guarantee.

     

    (a)    Guarantee.

     

    
      	 	 	 	(i)	
              The
                Guarantor hereby,  guarantees to the Purchasers and their
                respective successors, indorsees, transferees and assigns, the prompt
                and
                complete payment and performance by the Company when due (whether
                at the
                stated maturity, by acceleration or otherwise) of the
                Obligations.

            
	 	 	 	 	 
	 	 	 	(ii)	
              Anything
                herein or in any other Transaction Document to the contrary
                notwithstanding, the maximum liability of the Guarantor hereunder
                and
                under the other Transaction Documents shall in no event exceed the
                amount
                which can be guaranteed by the Guarantor under applicable federal
                and
                state laws, including laws relating to the insolvency of debtors,
                fraudulent conveyance or transfer or laws affecting the rights of
                creditors generally (after giving effect to the right of contribution
                established in Section 2(b)).

            
	 	 	 	 	 
	 	 	 	(iii)	
              The
                Guarantor agrees that the Obligations may at any time and from time
                to
                time exceed the amount of the liability of the Guarantor hereunder
                without
                impairing the guarantee contained in this Section 2 or affecting
                the
                rights and remedies of the Purchasers hereunder.

            
	 	 	 	 	 
	 	 	 	(iv)	
              The
                guarantee contained in this Section 2 shall remain in full force
                and
                effect until all the Obligations and the obligations of the Guarantor
                under the guarantee contained in this Section 2 shall have been satisfied
                by payment in full.

            


    

     

    
      	 	 	 	(v)	
              No
                payment made by the Company, the Guarantor, any other guarantor or
                any
                other Person or received or collected by the Purchasers from the
                Company,
                the Guarantor, any other guarantor or any other Person by virtue
                of any
                action or proceeding or any set-off or appropriation or application
                at any
                time or from time to time in reduction of or in payment of the Obligations
                shall be deemed to modify, reduce, release or otherwise affect the
                liability of the Guarantor hereunder which shall, notwithstanding
                any such
                payment (other than any payment made by the Guarantor in respect
                of the
                Obligations or any payment received or collected from the Guarantor
                in
                respect of the Obligations), remain liable for the Obligations up
                to the
                maximum liability of the Guarantor hereunder until the Obligations
                are
                paid in full.

            
	 	 	 	 	 
	 	 	 	(vi)	
              Notwithstanding
                anything to the contrary in this Agreement, with respect to any defaulted
                non-monetary Obligations the specific performance of which by the
                Guarantor is not reasonably possible (e.g. the issuance of the Company's
                Common Stock), the Guarantor shall only be liable for making the
                Purchasers whole on a monetary basis for the Company's failure to
                perform
                such Obligations.

            


    

     

    (b)    RESERVED.

     

    (c)    No
      Subrogation.  Notwithstanding any payment made by the Guarantor
      hereunder or any set-off or application of funds of the Guarantor by the
      Purchasers, the Guarantor shall not be entitled to be subrogated to any of
      the
      rights of the Purchasers against the Company or any collateral security or
      guarantee or right of offset held by the Purchasers for the payment of the
      Obligations, nor shall the Guarantor seek or be entitled to seek any
      contribution or reimbursement from the Company in respect of payments made
      by
      the Guarantor hereunder, until all amounts owing to the Purchasers by the
      Company on account of the Obligations are paid in full. If any amount shall
      be
      paid to the Guarantor on account of such subrogation rights at any time when
      all
      of the Obligations shall not have been paid in full, such amount shall be held
      by the Guarantor in trust for the Purchasers, segregated from other funds of
      the
      Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over
      to
      the Purchasers in the exact form received by the Guarantor (duly indorsed by
      the
      Guarantor to the Purchasers, if required), to be applied against the
      Obligations, whether matured or unmatured, in such order as the Purchasers
      may
      determine.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (d)    Amendments,
      Etc. With Respect to the Obligations. The Guarantor shall remain obligated
      hereunder notwithstanding that, without any reservation of rights against the
      Guarantor and without notice to or further assent by the Guarantor, any demand
      for payment of any of the Obligations made by the Purchasers may be rescinded
      by
      the Purchasers and any of the Obligations continued, and the Obligations, or
      the
      liability of any other Person upon or for any part thereof, or any collateral
      security or guarantee therefor or right of offset with respect thereto, may,
      from time to time, in whole or in part, be renewed, extended, amended, modified,
      accelerated, compromised, waived, surrendered or released by the Purchasers,
      and
      the Purchase Agreement and the other Transaction Documents and any other
      documents executed and delivered in connection therewith may be amended,
      modified, supplemented or terminated, in whole or in part, as the Purchasers
      may
      deem advisable from time to time, and any collateral security, guarantee or
      right of offset at any time held by the Purchasers for the payment of the
      Obligations may be sold, exchanged, waived, surrendered or released. The
      Purchasers shall have no obligation to protect, secure, perfect or insure any
      Lien at any time held by them as security for the Obligations or for the
      guarantee contained in this Section 2 or any property subject
      thereto.

     

    (e)    Guarantee
      Absolute and Unconditional. The Guarantor waives any and all notice of the
      creation, renewal, extension or accrual of any of the Obligations and notice
      of
      or proof of reliance by the Purchasers upon the guarantee contained in this
      Section 2 or acceptance of the guarantee contained in this Section 2; the
      Obligations, and any of them, shall conclusively be deemed to have been created,
      contracted or incurred, or renewed, extended, amended or waived, in reliance
      upon the guarantee contained in this Section 2; and all dealings between the
      Company and the Guarantor, on the one hand, and the Purchasers, on the other
      hand, likewise shall be conclusively presumed to have been had or consummated
      in
      reliance upon the guarantee contained in this Section 2. The Guarantor waives
      to
      the extent permitted by law diligence, presentment,
      protest, demand for payment and notice of default or nonpayment to or upon
      the
      Company or the Guarantor with respect to the Obligations. The Guarantor
      understands and agrees that the guarantee contained in this Section 2 shall
      be
      construed as a continuing, absolute and unconditional guarantee of payment
      without regard to (a) the validity or enforceability of the Purchase Agreement
      or any other Transaction Document, any of the Obligations or any other
      collateral security therefor or guarantee or right of offset with respect
      thereto at any time or from time to time held by the Purchasers, (b) any
      defense, set-off or counterclaim (other than a defense of payment or performance
      or fraud or misconduct by Purchasers) which may at any time be available to
      or
      be asserted by the Company or any other Person against the Purchasers, or (c)
      any other circumstance whatsoever (with or without notice to or knowledge of
      the
      Company or the Guarantor) which constitutes, or might be construed to
      constitute, an equitable or legal discharge of the Company for the Obligations,
      or of the Guarantor under the guarantee contained in this Section 2, in
      bankruptcy or in any other instance. When making any demand hereunder or
      otherwise pursuing its rights and remedies hereunder against the Guarantor,
      the
      Purchasers may, but shall be under no obligation to, make a similar demand
      on or
      otherwise pursue such rights and remedies as they may have against the Company,
      or any other Person or against any collateral security or guarantee for the
      Obligations or any right of offset with respect thereto, and any failure by
      the
      Purchasers to make any such demand, to pursue such other rights or remedies
      or
      to collect any payments from the Company, or any other Person or to realize
      upon
      any such collateral security or guarantee or to exercise any such right of
      offset, or any release of the Company, or any other Person or any such
      collateral security, guarantee or right of offset, shall not relieve the
      Guarantor of any obligation or liability hereunder, and shall not impair or
      affect the rights and remedies, whether express, implied or available as a
      matter of law, of the Purchasers against the Guarantor. For the purposes hereof,
      “demand” shall include the commencement and continuance of any legal
      proceedings.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (f)    Reinstatement.
      The guarantee contained in this Section 2 shall continue to be effective, or
      be
      reinstated, as the case may be, if at any time payment, or any part thereof,
      of
      any of the Obligations is rescinded or must otherwise be restored or returned
      by
      the Purchasers upon the insolvency, bankruptcy, dissolution, liquidation or
      reorganization of the Company or the Guarantor, or upon or as a result of the
      appointment of a receiver, intervenor or conservator of, or trustee or similar
      officer for, the Company or Guarantor or any substantial part of its property,
      or otherwise, all as though such payments had not been made.

     

    (g)    Payments.
      The Guarantor hereby guarantees that payments hereunder will be paid to the
      Purchasers without set-off or counterclaim in U.S. dollars at the address set
      forth or referred to in the Purchase Agreement.

     

    3.    Representations
      and Warranties. The Guarantor hereby makes the following representations and
      warranties to Purchasers as of the date hereof:

     

    (a)    Organization
      and Qualification. The Guarantor is a corporation, duly incorporated,
      validly existing and in good standing under the laws of the applicable
      jurisdiction set forth on Schedule 1, with the requisite corporate power and
      authority to own and use its properties and assets and to carry on its business
      as currently conducted. The Guarantor has no subsidiaries other than those
      identified as such on the Disclosure Schedules to the Purchase Agreement. The
      Guarantor is duly qualified to do business and is in good standing as a foreign
      corporation in each jurisdiction in which the nature of the business conducted
      or property owned by it makes such qualification necessary, except where the
      failure to be so qualified or in good standing, as the case may be, could not,
      individually or in the aggregate, (x) adversely affect the legality, validity
      or
      enforceability of any of this Guaranty in any material respect, (y) have a
      material adverse effect on the results of operations, assets, prospects, or
      financial condition of the Guarantor or (z) adversely impair in any material
      respect the Guarantor's ability to perform fully on a timely basis its
      obligations under this Guaranty (a “Material Adverse
      Effect”).

     

    (b)    Authorization;
      Enforcement.  The Guarantor has the requisite corporate power and
      authority to enter into and to consummate the transactions contemplated by
      this
      Guaranty, and otherwise to carry out its obligations hereunder. The execution
      and delivery of this Guaranty by the Guarantor and the consummation by it of
      the
      transactions contemplated hereby have been duly authorized by all requisite
      corporate action on the part of the Guarantor. This Guaranty has been duly
      executed and delivered by the Guarantor and constitutes the valid and binding
      obligation of the Guarantor enforceable against the Guarantor in accordance
      with
      its terms, except as such enforceability may be limited by applicable
      bankruptcy, insolvency, reorganization, moratorium, liquidation or similar
      laws
      relating to, or affecting generally the enforcement of, creditors' rights and
      remedies or by other equitable principles of general application.

     

    (c)    No
      Conflicts. The execution, delivery and performance of this Guaranty by the
      Guarantor and the consummation by the Guarantor of the transactions contemplated
      thereby do not and will not (i) conflict with or violate any provision of its
      Certificate of Incorporation or By-laws or (ii) conflict with, constitute a
      default (or an event which with notice or lapse of time or both would become
      a
      default) under, or give to others any rights of termination, amendment,
      acceleration or cancellation of, any agreement, indenture or instrument to
      which
      the Guarantor is a party, or (iii) result in a violation of any law, rule,
      regulation, order, judgment, injunction, decree or other restriction of any
      court or governmental authority to which the Guarantor is subject (including
      Federal and state securities laws and regulations), or by which any material
      property or asset of the Guarantor is bound or affected, except in the case
      of
      each of clauses (ii) and (iii), such conflicts, defaults, terminations,
      amendments, accelerations, cancellations and violations as could not,
      individually or in the aggregate, have or result in a Material Adverse Effect.
      The business of the Guarantor is not being conducted in violation of any law,
      ordinance or regulation of any governmental authority, except for violations
      which, individually or in the aggregate, do not have a Material Adverse
      Effect.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (d)    Consents
      and Approvals. The Guarantor is not required to obtain any consent, waiver,
      authorization or order of, or make any filing or registration with, any court
      or
      other federal, state, local, foreign or other governmental authority or other
      person in connection with the execution, delivery and performance by the
      Guarantor of this Guaranty.

     

    (e)    Purchase
      Agreement. The representations and warranties of the Company set forth in
      the Purchase Agreement as they relate to the Guarantor, each of which is hereby
      incorporated herein by reference, are true and correct as of each time such
      representations are deemed to be made pursuant to such Purchase Agreement,
      and
      the Purchasers shall be entitled to rely on each of them as if they were fully
      set forth herein, provided that each reference in each such representation
      and
      warranty to the Company's knowledge shall, for the purposes of this Section
      3,
      be deemed to be a reference to the Guarantor's knowledge.

     

    (f)    Foreign
      Law.  The Guarantor has consulted with appropriate foreign legal
      counsel with respect to any of the above representations for which non-U.S.
      law
      is applicable. Such foreign counsel have advised each applicable Guarantor
      that
      such counsel knows of no reason why any of the above representations would
      not
      be true and accurate. Such foreign counsel were provided with copies of this
      Guarantee and the Transaction Documents prior to rendering their
      advice.

     

    
      4.    Covenants.

    

     

    (a)    The
      Guarantor covenants and agrees with the Purchasers that, from and after the
      date
      of this Guarantee until the Obligations shall have been paid in full, the
      Guarantor shall take, and/or shall refrain from taking, as the case may be,
      each
      commercially reasonable action that is necessary to be taken or not taken,
      as
      the case may be, so that no Event of Default is caused by the failure to take
      such action or to refrain from taking such action by the Guarantor.

     

    (b)    So
      long
      as any of the Obligations are outstanding, the Guarantor will not directly
      or
      indirectly on or after the date of this Guarantee:

     

    i.    enter
      into, create, incur, assume or suffer to exist any indebtedness for borrowed
      money of any kind, including but not limited to, a guarantee, on or with respect
      to any of its property or assets now owned or hereafter acquired or any interest
      therein or any income or profits therefrom;

     

    ii.    enter
      into, create, incur, assume or suffer to exist any liens of any kind, on or
      with
      respect to any of its property or assets now owned or hereafter acquired or
      any
      interest therein or any income or profits therefrom;

     

    iii.   amend
      its
      certificate of incorporation, bylaws or other charter documents so as to
      adversely affect any rights of the Holder hereunder;

     

    iv.   repay,
      repurchase or offer to repay, repurchase or otherwise acquire more than a de
      minimis number of shares of its securities or debt obligations;

     

    v.    pay
      cash
      dividends on any equity securities of the Company;

     

    vi.   enter
      into any transaction with any Affiliate of the Guarantor which would be required
      to be disclosed in any public filing of the Company with the Commission, unless
      such transaction is made on an arm’s-length basis and expressly approved by a
      majority of the disinterested directors of the Company (even if less than a
      quorum otherwise required for board approval); or

     

    vii.   enter
      into any agreement with respect to any of the foregoing.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    5.    Miscellaneous.

     

    (a)    Amendments
      in Writing. None of the terms or provisions of this Guarantee may be waived,
      amended, supplemented or otherwise modified except in writing by the
      Purchasers.

     

    (b)    Notices.
      All notices, requests and demands to or upon the Purchasers or the Guarantor
      hereunder shall be effected in the manner provided for in the Purchase
      Agreement, provided that any such notice, request or demand to or upon the
      Guarantor shall be addressed to the Guarantor at its notice address set forth
      on
Schedule 5(b).

     

    (c)    No
      Waiver By Course Of Conduct; Cumulative Remedies. The Purchasers shall not
      by any act (except by a written instrument pursuant to Section 5(a)), delay,
      indulgence, omission or otherwise be deemed to have waived any right or remedy
      hereunder or to have acquiesced in any default under the Transaction Documents
      or Event of Default. No failure to exercise, nor any delay in exercising, on
      the
      part of the Purchasers, any right, power or privilege hereunder shall operate
      as
      a waiver thereof. No single or partial exercise of any right, power or privilege
      hereunder shall preclude any other or further exercise thereof or the exercise
      of any other right, power or privilege. A waiver by the Purchasers of any right
      or remedy hereunder on any one occasion shall not be construed as a bar to
      any
      right or remedy which the Purchasers would otherwise have on any future
      occasion. The rights and remedies herein provided are cumulative, may be
      exercised singly or concurrently and are not exclusive of any other rights
      or
      remedies provided by law.

     

    (d)    Enforcement
      Expenses; Indemnification.

     

    
      	 	 	 	(i)	
              The
                Guarantor agrees to pay, or reimburse the Purchasers for, all its
                costs
                and expenses incurred in collecting against the Guarantor under the
                guarantee contained in Section 2 or otherwise enforcing or preserving
                any
                rights under this Guarantee and the other Transaction Documents to
                which
                the Guarantor is a party, including, without limitation, the reasonable
                fees and disbursements of counsel to the Purchasers.

            
	 	 	 	 	 
	 	 	 	(ii)	
              The
                Guarantor agrees to pay, and to save the Purchasers harmless from,
                any and
                all liabilities with respect to, or resulting from any delay in paying,
                any and all stamp, excise, sales or other taxes which may be payable
                or
                determined to be payable in connection with any of the transactions
                contemplated by this Guarantee.

            
	 	 	 	 	 
	 	 	 	(iii)	
              The
                Guarantor agrees to pay, and to save the Purchasers harmless from,
                any and
                all liabilities, obligations, losses, damages, penalties, actions,
                judgments, suits, costs, expenses or disbursements of any kind or
                nature
                whatsoever with respect to the execution, delivery, enforcement,
                performance and administration of this Guarantee to the extent the
                Company
                would be required to do so pursuant to the Purchase
                Agreement.

            
	 	 	 	 	 
	 	 	 	(iv)	
              The
                agreements in this Section shall survive repayment of the Obligations
                and
                all other amounts payable under the Purchase Agreement and the other
                Transaction Documents.

            


    

     

    (e)    Successor
      and Assigns. This Guarantee shall be binding upon the successors and assigns
      of the Guarantor and shall inure to the benefit of the Purchasers and their
      respective successors and assigns; provided that no Guarantor may assign,
      transfer or delegate any of its rights or obligations under this Guarantee
      without the prior written consent of the Purchasers.

     

    (f)    Set-Off.
      The Guarantor hereby irrevocably authorizes the Purchasers at any time and
      from
      time to time while an Event of Default under any of the Transaction Documents
      shall have occurred and be continuing, without notice to the Guarantor, any
      such
      notice being expressly waived by the Guarantor, to set-off and appropriate
      and
      apply any and all deposits, credits, indebtedness or claims, in any currency,
      in
      each case whether direct or indirect, absolute or contingent, matured or
      unmatured, at any time held or owing by the Purchasers to or for the credit
      or
      the account of the Guarantor, or any part thereof in such amounts as the
      Purchasers may elect, against and on account of the obligations and liabilities
      of the Guarantor to the Purchasers hereunder and claims of every nature and
      description of the Purchasers against the Guarantor, in any currency, whether
      arising hereunder, under the Purchase Agreement, any other Transaction Document
      or otherwise, as the Purchasers may elect, whether or not the Purchasers have
      made any demand for payment and although such obligations, liabilities and
      claims may be contingent or unmatured. The Purchasers shall notify the Guarantor
      promptly of any such set-off and the application made by the Purchasers of
      the
      proceeds thereof, provided that the failure to give such notice shall not affect
      the validity of such set-off and application. The rights of the Purchasers
      under
      this Section are in addition to other rights and remedies(including, without
      limitation, other rights of set-off) which the Purchasers may have.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (g)    Counterparts.
      This Guarantee may be executed by one or more of the parties to this Guarantee
      on any number of separate counterparts (including by telecopy), and all of
      said
      counterparts taken together shall be deemed to constitute one and the same
      instrument.

     

    (h)    Severability.
      Any provision of this Guarantee which is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof, and any such prohibition or unenforceability in any
      jurisdiction shall not invalidate or render unenforceable such provision in
      any
      other jurisdiction.

     

    (i)    Section
      Headings. The Section headings used in this Guarantee are for convenience of
      reference only and are not to affect the construction hereof or be taken into
      consideration in the interpretation hereof.

     

    (j)    Integration.
      This Guarantee and the other Transaction Documents represent the agreement
      of
      the Guarantor and the Purchasers with respect to the subject matter hereof
      and
      thereof, and there are no promises, undertakings, representations or warranties
      by the Purchasers relative to subject matter hereof and thereof not expressly
      set forth or referred to herein or in the other Transaction
      Documents.

     

    (k)    Governing
      Law. THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
      ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY
      PRINCIPLES OF CONFLICTS OF LAWS.

     

    (l)    
Submission
      to Jurisdictional; Waiver. The Guarantor hereby irrevocably
      and unconditionally:

     

    
      	 	 	 	(i)	
              submits
                for itself and its property in any legal action or proceeding relating
                to
                this Guarantee and the other Transaction Documents to which it is
                a party,
                or for recognition and enforcement of any judgment in respect thereof,
                to
                the non-exclusive general jurisdiction of the Courts of the State
                of New
                York, located in New York County, New York, the courts of the United
                States of America for the Southern District of New York, and appellate
                courts from any thereof;

            
	 	 	 	 	 
	 	 	 	(ii)	
              consents
                that any such action or proceeding may be brought in such courts
                and
                waives any objection that it may now or hereafter have to the venue
                of any
                such action or proceeding in any such court or that such action or
                proceeding was brought in an inconvenient court and agrees not to
                plead or
                claim the same;

            
	 	 	 	 	 
	 	 	 	(iii)	
              agrees
                that service of process in any such action or proceeding may be effected
                by mailing a copy thereof by registered or certified mail (or any
                substantially similar form of mail), postage prepaid, to the Guarantor
                at
                its address referred to in the Purchase Agreement or at such other
                address
                of which the Purchasers shall have been notified pursuant
                thereto;

            
	 	 	 	 	 
	 	 	 	(iv)	
              agrees
                that nothing herein shall affect the right to effect service of process
                in
                any other manner permitted by law or shall limit the right to sue
                in any
                other jurisdiction; and

            
	 	 	 	 	 
	 	 	 	(v)	
              waives,
                to the maximum extent not prohibited by law, any right it may have
                to
                claim or recover in any legal action or proceeding referred to in
                this
                Section any special, exemplary, punitive or consequential
                damages.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (m)    Acknowledgements.  The
      Guarantor hereby acknowledges that:

    
       

      
        	 	 	 	(i)	
                
                  it
                    has been advised by counsel in the negotiation, execution and
                    delivery of
                    this Guarantee and the other Transaction Documents to which it
                    is a
                    party;

                

              
	 	 	 	 	 
	 	 	 	(ii)	
                
                  the
                    Purchasers have no fiduciary relationship with or duty to the
                    Guarantor
                    arising out of or in connection with this Guarantee or any of
                    the other
                    Transaction Documents, and the relationship between the Guarantor,
                    on the
                    one hand, and the Purchasers, on the other hand, in connection
                    herewith or
                    therewith is solely that of debtor and creditor;
                    and

                

              
	 	 	 	 	 
	 	 	 	(iii)	
                
                  no
                    joint venture is created hereby or by the other Transaction Documents
                    or
                    otherwise exists by virtue of the transactions contemplated hereby
                    among
                    the Guarantor and the
                    Purchasers.

                

              


      

    

     

    (n)    Release
      of Guarantor. Subject to Section 2.6, the Guarantor will be released from
      all liability hereunder concurrently with the repayment in full of all amounts
      owed under the terms of the Debentures.

     

    (o)    Seniority.
      The Obligations of the Guarantor hereunder rank senior in priority to any other
      Indebtedness (as defined in the Purchase Agreement) of the
      Guarantor.

     

    (p)    Waiver
      of Jury Trial. THE GUARANTOR AND, BY ACCEPTANCE OF THE BENEFITS HEREOF, THE
      PURCHASERS, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY
      LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTEE AND FOR ANY COUNTERCLAIM
      THEREIN.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, each of the undersigned has caused this Guarantee to
      be
      duly executed and delivered as of the date first above written.

     

    
      	 	ZEALOUS
              HOLDINGS, INC.
	 	 
	 	By:_________________________________
	 	
              Name:

            
	 	
              Title:

            


    

                              

     

     

     

    9