EXECUTION
      COPY

     

    GUARANTY

     

    This
      GUARANTY
      (as
      amended, restated, supplemented, or otherwise modified and in effect from time
      to time, this “Guaranty”)
      is
      made as of this 19th day of October, 2007, jointly and severally, by each of
      Embark
      Corp., a Delaware corporation (“Embark”),
      Embark Online, Inc,
      a
      Delaware corporation (“Embark
      Online”),
      Goto
      College Holdings Inc., a Delaware corporation (“Goto
      College”),
      iempower, inc., a Delaware corporation (“iempower”),
      MRU
      Originations, Inc., a Delaware corporation (“MRU
      Originations”),
      MRU
      Universal Guaranty Agency, Inc., a Delaware corporation (“MRU
      Universal”;
      Embark,
      Embark Online, Goto College, iempower, MRU Originations and MRU Universal,
      together with each other person or entity who becomes a party to this Guaranty
      by execution of a joinder in the form of Exhibit
      A
      attached
      hereto, is referred to individually as a “Guarantor”
and
      collectively as the “Guarantors”)
      in
      favor of VIKING
      ASSET MANAGEMENT, LLC,
      a
      California limited liability company, on its own behalf and in its capacity
      as
      collateral agent (together with its successors and assigns in such capacity,
      the
“Collateral
      Agent”)
      for
      the benefit of the Buyers (as defined in the Purchase Agreement described
      below).

     

    WITNESSETH:

     

    WHEREAS,
      as of the date hereof, Buyers have made loans and certain other financial
      accommodations (collectively,
      the “Loans”)
      to
MRU
      HOLDINGS, INC., a
      Delaware corporation (the
      “Company”),
      as
      evidenced by those certain secured senior
      notes in an original aggregate principal amount of $11,200,000 (such
      notes, as any of the same may be amended, supplemented, restated or modified
      and
      in effect from time to time, the “Notes”);

     

    WHEREAS,
      the Notes are being acquired by Buyers pursuant to a Securities Purchase
      Agreement dated as of October 19, 2007 among the Buyers and the Company (as
      the
      same may be amended, restated, supplemented or otherwise modified from time
      to
      time, the “Purchase
      Agreement”);

     

    WHEREAS,
      pursuant to a Pledge and Security Agreement of even date herewith (as the same
      may be amended, restated, supplemented or otherwise modified and in effect
      from
      time to time, the “Pledge
      and Security
      Agreement”)
      by the
      Company in favor of the Collateral Agent, the Company has granted the Collateral
      Agent, for its benefit and the benefit of the Buyers, a first priority security
      interest in, lien upon and pledge of its rights in the Pledge Collateral and
      the
      Account Collateral (as each term is defined in the Pledge and Security
      Agreement); and

     

    WHEREAS,
      the Guarantors are direct or indirect subsidiaries of the Company and, as such,
      will derive substantial benefit and advantage from the Loans and other financial
      accommodations available to the Company set forth in the Purchase Agreement,
      the
      Notes and the other Transaction Documents, and it will be to each Guarantor’s
      direct interest and economic benefit to assist the Company in procuring said
      Loans and other financial accommodations from Buyers.

     

    NOW,
      THEREFORE,
      for and
      in consideration of the premises and in order to induce Buyers to make the
      Loans, and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, each Guarantor hereby jointly
      and
      severally agrees as follows:

     

    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

     

    1. Definitions:
      Capitalized
      terms used herein without definition and defined in the Purchase Agreement
      are
      used herein as defined therein. In addition, as used herein:

     

    “Bankruptcy
      Code”
shall
      mean
      the
      Federal Bankruptcy Reform Act of 1978 (11 U.S.C. §101, et
      seq.),
      as
      amended and in effect from time to time thereunder.

     

    “Obligations”
      shall
      mean (i) all obligations, liabilities and indebtedness of every nature of the
      Company from time to time owed or owing to the Buyers and Collateral Agent,
      including, without limitation, all obligations, liabilities and indebtedness
      of
      every nature of the Company under the Security Documents, the Purchase
      Agreement, the Notes, the Loans and the other Transaction Documents, including,
      without limitation, the principal amount of all debts, claims and indebtedness,
      accrued and unpaid interest and all fees, taxes, indemnities, costs and
      expenses, whether primary, secondary, direct, contingent, fixed or otherwise,
      heretofore, now and/or from time to time hereafter owing, due or payable whether
      before or after the filing of a bankruptcy, insolvency or similar proceeding
      under applicable federal, state, foreign or other law and whether or not an
      allowed claim in any such proceeding, and (ii) all obligations, liabilities
      and indebtedness of every nature of the Guarantors from time to time owed or
      owing to the Buyers and/or Collateral Agent, including, without limitation,
      all
      obligations, liabilities and indebtedness of every nature of the Guarantors
      under or in respect of this Guaranty and the other Transaction Documents, as
      the
      case may be, including, without limitation, the principal amount of all debts,
      claims and indebtedness, accrued and unpaid interest and all fees, taxes,
      indemnities, costs and expenses, whether primary, secondary, direct, contingent,
      fixed or otherwise, heretofore, now and/or from time to time hereafter owing,
      due or payable whether before or after the filing of a bankruptcy, insolvency
      or
      similar proceeding under applicable federal, state, foreign or other law and
      whether or not an allowed claim in any such proceeding.

     

    2. Guaranty
      of Payment.

     

    (a) Each
      Guarantor, jointly and severally, hereby unconditionally and irrevocably
      guaranties the full and prompt payment and performance to Buyers and Collateral
      Agent, on behalf of itself and in its capacity as collateral agent for the
      benefit of Buyers, when due, upon demand, at maturity or by reason of
      acceleration or otherwise and at all times thereafter, of any and all of the
      Obligations.

     

    (b) Each
      Guarantor acknowledges that valuable consideration supports this Guaranty,
      including, without limitation, the consideration set forth in the recitals
      above, as well as any commitment to lend, extension of credit or other financial
      accommodation, whether heretofore or hereafter made by Buyers to the Company;
      any extension, renewal or replacement of any of the Obligations; any forbearance
      with respect to any of the Obligations or otherwise; any cancellation of an
      existing guaranty; any purchase of any of the Company’s assets by any Buyer or
      Collateral Agent; or any other valuable consideration.

     

    (c) Each
      Guarantor agrees that all payments under this Guaranty shall be made in United
      States currency and in the same manner as provided for the
      Obligations.

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

    


    (d) Notwithstanding
      any provision of this Guaranty to the contrary, it is intended that this
      Guaranty, and any interests, liens and security interests granted by any
      Guarantor as security for this Guaranty, not constitute a “Fraudulent
      Conveyance” (as defined below) in the event that this Guaranty or such interest
      is subject to the Bankruptcy Code or any applicable fraudulent conveyance or
      fraudulent transfer law or similar law of any state. Consequently, Guarantors,
      Collateral Agent and Buyers agree that if this Guaranty, or any such interests,
      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 interest, 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, “Fraudulent
      Conveyance”
means
      a
      fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent
      conveyance or fraudulent transfer under the provisions of any applicable
      fraudulent conveyance or fraudulent transfer law or similar law of any state,
      as
      in effect from time to time.

     

    3. Costs
      and Expenses. Each
      Guarantor, jointly and severally, agrees to pay on demand, all costs and
      expenses of every kind incurred by any Buyer or Collateral Agent: (a) in
      enforcing this Guaranty, (b) in collecting any of the Obligations from the
      Company or any Guarantor, (c) in realizing upon or protecting or preserving
      any
      collateral for this Guaranty or for payment of any of the Obligations, and
      (d)
      in connection with any amendment of, modification to, waiver or forbearance
      granted under, or enforcement or administration of any Transaction Document
      or
      for any other purpose in connection with any Transaction Document. “Costs
      and expenses”
as
      used
      in the preceding sentence shall include, without limitation, reasonable
      attorneys’ fees incurred by any Buyer or Collateral Agent in retaining counsel
      for advice, suit, appeal, any insolvency or other proceedings under the
      Bankruptcy Code or otherwise, or for any purpose specified in the preceding
      sentence.

     

    4. Nature
      of Guaranty: Continuing, Absolute and Unconditional.

     

    (a) This
      Guaranty is and is intended to be a continuing guaranty of payment of the
      Obligations, and not of collectibility, and is intended to be independent of
      and
      in addition to any other guaranty, indorsement, collateral or other agreement
      held by Buyers or Collateral Agent therefor or with respect thereto, whether
      or
      not furnished by a Guarantor. None of Buyers and Collateral Agent shall be
      required to prosecute collection, enforcement or other remedies against Company,
      any other Guarantor or guarantor of the Obligations or any other person or
      entity, or to enforce or resort to any of the Collateral or other rights or
      remedies pertaining thereto, before calling on a Guarantor for payment. The
      obligations of each Guarantor to repay the Obligations hereunder shall be
      unconditional. Each Guarantor shall have no right of subrogation with respect
      to
      any payments made by any Guarantor hereunder until the termination of this
      Guaranty in accordance with Section
      8
      below,
      and hereby waives any benefit of, and any right to participate in, any security
      or collateral given to Buyers to secure payment of the Obligations, and each
      Guarantor agrees that it will not take any action to enforce any obligations
      of
      the Company to any Guarantor prior to the Obligations being finally and
      irrevocably paid in full in cash, provided
      that, in
      the event of the bankruptcy or insolvency of the Company, Collateral Agent,
      for
      the benefit of itself and Buyers, and Buyers shall be entitled notwithstanding
      the foregoing, to file in the name of any Guarantor or in its own name a claim
      for any and all indebtedness owing to a Guarantor by the Company (exclusive
      of
      this Guaranty), vote such claim and to apply the proceeds of any such claim
      to
      the Obligations.

    


    
      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

    


    (b) For
      the
      further security of Buyers and without in any way diminishing the liability
      of
      the Guarantors, following the occurrence of an Event of Default (as
      defined in the Notes), all debts and liabilities, present or future of the
      Company to the Guarantors and all monies received from the Company or for its
      account by the Guarantors in respect thereof shall be received in trust for
      Buyers and Collateral Agent and forthwith upon receipt shall be paid over to
      Collateral Agent, for its benefit and in its capacity as collateral agent for
      the benefit of Buyers, until all of the Obligations have been finally and
      irrevocably paid in full in cash. This assignment and postponement is
      independent of and severable from this Guaranty and shall remain in full effect
      whether or not any Guarantor is liable for any amount under this
      Guaranty.

     

    (c) This
      Guaranty is absolute and unconditional and shall not be changed or affected
      by
      any representation, oral agreement, act or thing whatsoever, except as herein
      provided. This Guaranty is intended by the Guarantors to be the final, complete
      and exclusive expression of the guaranty agreement between the Guarantors and
      Buyers. No modification or amendment of any provision of this Guaranty shall
      be
      effective against any party hereto unless in writing and signed by a duly
      authorized officer of such party.

     

    (d) Each
      Guarantor hereby releases the Company from all, and agrees not to assert or
      enforce (whether by or in a legal or equitable proceeding or otherwise) any
      “claims” (as defined in Section 101(5) of the Bankruptcy Code), whether arising
      under any law, ordinance, rule, regulation, order, policy or other requirement
      of any domestic or foreign government or any instrumentality or agency thereof,
      having jurisdiction over the conduct of its business or assets or otherwise,
      to
      which the Guarantors are or would at any time be entitled by virtue of its
      obligations hereunder, any payment made pursuant hereto or the exercise by
      any
      Buyer or Collateral Agent of its rights with respect to the Collateral,
      including any such claims to which such Guarantors may be entitled as a result
      of any right of subrogation, exoneration or reimbursement.

     

    5. Certain
      Rights and Obligations.

     

    (a) Each
      Guarantor acknowledges and agrees that Buyers and Collateral Agent, for its
      benefit and as collateral agent for the benefit of Buyers, may, without notice,
      demand or any reservation of rights against such Guarantor and without affecting
      such Guarantor’s obligations hereunder, from time to time:

     

    (i) renew,
      extend, increase, accelerate or otherwise change the time for payment of, the
      terms of or the interest on the Obligations or any part thereof or grant other
      indulgences to the Company or others;

     

    (ii) accept
      from any person or entity and hold collateral for the payment of the Obligations
      or any part thereof, and modify, exchange, enforce or refrain from enforcing,
      or
      release, compromise, settle, waive, subordinate or surrender, with or without
      consideration, such collateral or any part thereof;

    


    
      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

    


    (iii) accept
      and hold any indorsement or guaranty of payment of the Obligations or any part
      thereof, and discharge, release or substitute any such obligation of any such
      indorser or guarantor, or discharge, release or compromise any Guarantor, or
      any
      other person or entity who has given any security interest in any collateral
      as
      security for the payment of the Obligations or any part thereof, or any other
      person or entity in any way obligated to pay the Obligations or any part
      thereof, and enforce or refrain from enforcing, or compromise or modify, the
      terms of any obligation of any such indorser, guarantor, or person or
      entity;

     

    (iv) dispose
      of any and all collateral securing the Obligations in any manner as the
      Collateral Agent, in its sole discretion, may deem appropriate, and direct
      the
      order or manner of such disposition and the enforcement of any and all
      endorsements and guaranties relating to the Obligations or any part thereof
      as
      Collateral Agent in its sole discretion may determine;

     

    (v) determine
      the manner, amount and time of application of payments and credits, if any,
      to
      be made on all or any part of any component or components of the Obligations
      (whether principal, interest, fees, costs, and expenses, or otherwise),
      including, without limitation, the application of payments received from any
      source to the payment of indebtedness other than the Obligations even though
      Buyers might lawfully have elected to apply such payments to the Obligations
      to
      amounts which are not covered by this Guaranty; and

     

    (vi) take
      advantage or refrain from taking advantage of any security or accept or make
      or
      refrain from accepting or making any compositions or arrangements when and
      in
      such manner as Collateral Agent, in its sole discretion, may deem
      appropriate;

     

    and
      generally do or refrain from doing any act or thing which might otherwise,
      at
      law or in equity, release the liability of such Guarantor as a guarantor or
      surety in whole or in part, and in no case shall Buyers or Collateral Agent
      be
      responsible or shall any Guarantor be released either in whole or in part for
      any act or omission in connection with Buyers or Collateral Agent having sold
      any security at less than its value.

     

    (b) Following
      the occurrence of an Event of Default, and upon demand by Collateral Agent,
      each
      Guarantor, jointly and severally, hereby agrees to pay the Obligations to the
      extent hereinafter provided:

     

    (i) without
      deduction by reason of any setoff, defense (other than payment) or counterclaim
      of the Company or any other Guarantor;

     

    (ii) without
      requiring presentment, protest or notice of nonpayment or notice of default
      to
      any Guarantor, to the Company or to any other person or entity;

     

    (iii) without
      demand for payment or proof of such demand or filing of claims with a court
      in
      the event of receivership, bankruptcy or reorganization of the Company or any
      other Guarantor;

     

    (iv) without
      requiring Buyers or Collateral Agent to resort first to the Company (this being
      a guaranty of payment and not of collection), to any other Guarantor, or to
      any
      other guaranty or any collateral which Buyers or Collateral Agent may
      hold;

    


    
      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

    


    (v) without
      requiring notice of acceptance hereof or assent hereto by any Buyer or
      Collateral Agent; and

     

    (vi) without
      requiring notice that any of the Obligations has been incurred, extended or
      continued or of the reliance by any Buyer or Collateral Agent upon this
      Guaranty;

     

    all
      of
      which each Guarantor hereby waives.

     

    (c) Each
      Guarantor’s obligation hereunder shall not be affected by any of the following,
      all of which such Guarantor hereby waives:

     

    (i) any
      failure to perfect or continue the perfection of any security interest in or
      other lien on any collateral securing payment of any of the Obligations or
      any
      Guarantor’s obligation hereunder;

     

    (ii) the
      invalidity, unenforceability, propriety of manner of enforcement of, or loss
      or
      change in priority of any document or any such security interest or other lien
      or guaranty of the Obligations;

     

    (iii) any
      failure to protect, preserve or insure any such collateral;

     

    (iv) failure
      of a Guarantor to receive notice of any intended disposition of such
      collateral;

     

    (v) any
      defense arising by reason of the cessation from any cause whatsoever of
      liability of the Company including, without limitation, any failure, negligence
      or omission by any Buyer or Collateral Agent in enforcing its claims against
      the
      Company;

     

    (vi) any
      release, settlement or compromise of any obligation of the Company, any other
      Guarantor or any other guarantor of the Obligations;

     

    (vii) the
      invalidity or unenforceability of any of the Obligations;

     

    (viii) any
      change of ownership of the Company, any other Guarantor or any other guarantor
      of the Obligations or the insolvency, bankruptcy or any other change in the
      legal status of the Company, any other Guarantor or any other guarantor of
      the
      Obligations;

     

    (ix) any
      change in, or the imposition of, any law, decree, regulation or other
      governmental act which does or might impair, delay or in any way affect the
      validity, enforceability or the payment when due of the
      Obligations;

     

    (x) the
      existence of any claim, setoff or other rights which the Guarantor, Company,
      any
      other Guarantor or guarantor of the Obligations or any other person or entity
      may have at any time against any Buyer, Collateral Agent or the Company in
      connection herewith or any unrelated transaction;

    


    
      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

    

    


    (xi) any
      Buyer’s or Collateral Agent’s election in any case instituted under chapter 11
      of the Bankruptcy Code, of the application of section 1111(b)(2) of the
      Bankruptcy Code;

     

    (xii) any
      use
      of cash collateral, or grant of a security interest by the Company, as debtor
      in
      possession, under sections 363 or 364 of the Bankruptcy Code;

     

    (xiii) the
      disallowance of all or any portion of any of any Buyer’s or Collateral Agent’s
      claims for repayment of the Obligations under sections 502 or 506 of the
      Bankruptcy Code; or

     

    (xiv) any
      other
      fact or circumstance which might otherwise constitute grounds at law or equity
      for the discharge or release of a Guarantor from its obligations hereunder,
      all
      whether or not such Guarantor shall have had notice or knowledge of any act
      or
      omission referred to in the foregoing clauses (i) through (xiii) of this Section
      5(c).

     

    6. Representations
      and Warranties. Each
      Guarantor further represents and warrants to Buyers and Collateral Agent that:
      (a) such Guarantor is a corporation or other entity duly incorporated or
      organized, as applicable, validly existing and in good standing under the laws
      of the jurisdiction of its incorporation or formation, as applicable, and has
      full power, authority and legal right to own its property and assets and to
      transact the business in which it is engaged; (b) such Guarantor has full power,
      authority and legal right to execute and deliver, and to perform its obligations
      under, this Guaranty, and has taken all necessary action to authorize the
      guarantee hereunder on the terms and conditions of this Guaranty and to
      authorize the execution, delivery and performance of this Guaranty; (c) this
      Guaranty has been duly executed and delivered by such Guarantor and constitutes
      a legal, valid and binding obligation of such Guarantor enforceable against
      such
      Guarantor in accordance with its terms, except to the extent that such
      enforceability is subject to applicable bankruptcy, insolvency, reorganization,
      fraudulent conveyance and moratorium laws and other laws of general application
      affecting enforcement of creditors’ rights generally, or the availability of
      equitable remedies, which are subject to the discretion of the court before
      which an action may be brought; and (d) the execution, delivery and performance
      by each Guarantor of this Guaranty do not require any action by or in respect
      of, or filing with, any governmental body, agency or official and do not
      violate, conflict with or cause a breach or a default under any provision of
      applicable law or regulation or of the organizational documents of any Guarantor
      or of any agreement, judgment, injunction, order, decree or other instrument
      binding upon it.

     

    7. Negative
      Covenants. MRU
      ABS
      covenants with Buyers and Collateral Agent that MRU ABS shall not grant any
      security interest in or permit any lien, claim or encumbrance upon any of its
      assets in favor of any person or entity other than liens and security interests
      in favor of Buyers and Collateral Agent and other Permitted Liens.

     

    8. Termination. This
      Guaranty shall not terminate until such
      time, if any, as (i) all Indebtedness under the Notes secured hereby shall
      be
      finally and irrevocably paid in full in cash, (ii) no Notes shall remain
      outstanding, (iii) all commitments to lend under the Purchase Agreement shall
      have terminated and (iv) there shall exist no other outstanding payment or
      reimbursement obligations (other than contingent indemnification obligations
      for
      which no claims shall have been asserted) of the Company or the Guarantors
      to
      the Collateral Agent under any of the Transaction Documents. Thereafter, but
      subject to the following, Collateral Agent, on its behalf and as agent for
      Buyers, shall take such action and execute such documents as the Guarantors
      may
      request (and at the Guarantors’ cost and expense) in order to evidence the
      termination of this Guaranty. Each Guarantor further agrees that, to the extent
      that the Company makes a payment or payments to Buyers or Collateral Agent
      on
      the Obligations, or Buyers or Collateral Agent receive any proceeds of
      collateral securing the Obligations or any other payments with respect to the
      Obligations, which payment or receipt of proceeds or any part thereof is
      subsequently invalidated, declared to be fraudulent or preferential, set aside
      or required to be returned or repaid to the Company, its estate, trustee,
      receiver, debtor in possession or any other person or entity, including, without
      limitation, the Guarantors, under any insolvency or bankruptcy law, state or
      federal law, common law or equitable cause, then to the extent of such payment,
      return or repayment, the obligation or part thereof which has been paid, reduced
      or satisfied by such amount shall be reinstated and continued in full force
      and
      effect as of the date when such initial payment, reduction or satisfaction
      occurred, and this Guaranty shall continue in full force notwithstanding any
      contrary action which may have been taken by any Buyer or Collateral Agent
      in
      reliance upon such payment, and any such contrary action so taken shall be
      without prejudice to any Buyer’s or Collateral Agent’s rights under this
      Guaranty and shall be deemed to have been conditioned upon such payment having
      become final and irrevocable.

     

    
      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

    


    9. Guaranty
      of Performance. Each
      Guarantor also guaranties the full, prompt and unconditional performance of
      all
      obligations and agreements of every kind owed or hereafter to be owed by the
      Company to Buyers and Collateral Agent under the Purchase Agreement, Security
      Documents and the Notes. Every provision for the benefit of Buyers and
      Collateral Agent contained in this Guaranty shall apply to the guaranty of
      performance given in this paragraph.

     

    10. [Reserved].

     

    11. Miscellaneous.

     

    (a) The
      terms
“Company” and “Guarantor” as used in this Guaranty shall include: (i) any
      successor individual or individuals, association, partnership, limited liability
      company or corporation to which all or substantially all of the business or
      assets of the Company or such Guarantor shall have been transferred and (ii)
      any
      other association, partnership, limited liability company, corporation or entity
      into or with which the Company or such Guarantor shall have been merged,
      consolidated, reorganized, or absorbed.

     

    (b) Without
      limiting any other right of any Buyer or Collateral Agent, whenever any Buyer
      or
      Collateral Agent has the right to declare any of the Obligations to be
      immediately due and payable (whether or not it has been so declared), Collateral
      Agent, on its behalf and in its capacity as agent for the benefit of Buyers,
      at
      its sole election without notice to the undersigned may appropriate and set
      off
      against the Obligations:

     

    (i) any
      and
      all indebtedness or other moneys due or to become due to any Guarantor by any
      Buyer or Collateral Agent in any capacity; and

    


    
      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

    


    (ii) any
      credits or other property belonging to any Guarantor (including all account
      balances, whether provisional or final and whether or not collected or
      available) at any time held by or coming into the possession of any Buyer or
      Collateral Agent, or any affiliate of any Buyer or Collateral Agent, whether
      for
      deposit or otherwise;

     

    whether
      or not the Obligations or the obligation to pay such moneys owed by any Buyer
      or
      Collateral Agent is then due, and the applicable Buyer or Collateral Agent
      shall
      be deemed to have exercised such right of set off immediately at the time of
      such election even though any charge therefor is made or entered on such Buyer’s
      or Collateral Agent’s records subsequent thereto. Collateral Agent agrees to
      notify such Guarantor in a reasonably practicable time of any such set-off;
      however, failure to so notify such Guarantor shall not affect the validity
      of
      any set-off.

     

    (c) Each
      Guarantor’s obligation hereunder is to pay the Obligations in full in cash when
      due according to the Notes, the Security Documents, the other Transaction
      Documents and the other agreements, documents and instruments governing the
      Obligations to the extent provided herein, and shall not be affected by any
      stay
      or extension of time for payment by the Company or any other Guarantor resulting
      from any proceeding under the Bankruptcy Code or any similar law.

     

    (d) No
      course
      of dealing between the Company or any Guarantor and Buyers or Collateral Agent
      and no act, delay or omission by Buyers or Collateral Agent in exercising any
      right or remedy hereunder or with respect to any of the Obligations shall
      operate as a waiver thereof or of any other right or remedy, and no single
      or
      partial exercise thereof shall preclude any other or further exercise thereof
      or
      the exercise of any other right or remedy. Any Buyer or Collateral Agent may
      remedy any default by the Company under any agreement with the Company or with
      respect to any of the Obligations in any reasonable manner without waiving
      the
      default remedied and without waiving any other prior or subsequent default
      by
      the Company. All rights and remedies of Buyers and Collateral Agent hereunder
      are cumulative.

     

    (e) This
      Guaranty shall inure to the benefit of each Buyer and Collateral Agent, and
      each
      such entity’s successors and assigns.

     

    (f) Collateral
      Agent may assign its rights hereunder without the consent of Guarantors, in
      which event such assignee shall be deemed to be Collateral Agent hereunder
      with
      respect to such assigned rights.

     

    (g) Captions
      of the sections of this Guaranty are solely for the convenience of the parties
      hereto, and are not an aid in the interpretation of this Guaranty and do not
      constitute part of the agreement of the parties set forth herein.

     

    (h) If
      any
      provision of this Guaranty is unenforceable in whole or in part for any reason,
      the remaining provisions shall continue to be effective.

     

    (i) All
      questions concerning the construction, validity, enforcement and interpretation
      of this Guaranty shall be governed by the internal laws of the State of New
      York, without giving effect to any choice of law or conflict of law provision
      or
      rule (whether of the State of New York or any other jurisdiction) that would
      cause the application of the laws of any jurisdiction other than the State
      of
      New York. Each Guarantor hereby irrevocably submits to the exclusive
      jurisdiction of the state and federal courts sitting in the City of New York,
      borough of Manhattan, for the adjudication of any dispute hereunder or in
      connection herewith or with any transaction contemplated hereby or discussed
      herein, and hereby irrevocably waives, and agrees not to assert in any suit,
      action or proceeding, any claim that it is not personally subject to the
      jurisdiction of any such court, that such suit, action or proceeding is brought
      in an inconvenient forum or that the venue of such suit, action or proceeding
      is
      improper. Each Guarantor hereby irrevocably waives personal service of process
      and consents to process being served in any such suit, action or proceeding
      by
      mailing a copy thereof to such party at the address for such notices to it
      under
      this Agreement and agrees that such service shall constitute good and sufficient
      service of process and notice thereof. Nothing contained herein shall be deemed
      to limit in any way any right to serve process in any manner permitted by law.
      The parties acknowledge that each of the Buyers has executed each of the
      Transaction Documents to be executed by it in the State of New York and will
      have made the payment of the Purchase Price (as defined in the Purchase
      Agreement) from its bank account located in the State of New York. 

    


    
      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

    

    


    (j) Notices.
      All
      notices, approvals, requests, demands and other communications hereunder shall
      be delivered or made in the manner set forth in, and shall be effective in
      accordance with the terms of, the Purchase Agreement or, in the case of
      communications to the Collateral Agent, directed to the notice address set
      forth
      in the Pledge and Security Agreement; provided, that any communication shall
      be
      effective as to any Guarantor if made or sent to the Company in accordance
      with
      the foregoing.

     

    12. WAIVERS.

     

    (a) EACH
      GUARANTOR WAIVES THE BENEFIT OF ALL VALUATION, APPRAISAL AND EXEMPTION
      LAWS.

     

    (b) UPON
      THE OCCURRENCE OF A DEFAULT OR EVENT OF DEFAULT, EACH GUARANTOR HEREBY WAIVES
      ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY ANY BUYER
      OR COLLATERAL AGENT, ON ITS BEHALF AND IN ITS CAPACITY AS AGENT FOR THE BENEFIT
      OF BUYERS, OF ITS RIGHTS TO REPOSSESS THE COLLATERAL WITHOUT JUDICIAL PROCESS
      OR
      TO REPLEVY, ATTACH OR LEVY UPON THE COLLATERAL WITHOUT PRIOR NOTICE OR HEARING.
      EACH GUARANTOR ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY COUNSEL OF ITS CHOICE
      WITH RESPECT TO THIS TRANSACTION AND THIS GUARANTY.

     

    (c) EACH
      GUARANTOR WAIVES ITS RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION
      BASED UPON OR ARISING OUT OF OR RELATED TO THIS GUARANTY, OR THE TRANSACTIONS
      CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE
      BROUGHT BY ANY BUYER OR COLLATERAL AGENT. EACH GUARANTOR AGREES THAT ANY SUCH
      CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT
      LIMITING THE FOREGOING, EACH GUARANTOR FURTHER AGREES THAT ITS RIGHT TO A TRIAL
      BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM
      OR
      OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY
      OR
      ENFORCEABILITY OF THIS GUARANTY OR ANY PROVISION HEREOF. THIS WAIVER SHALL
      APPLY
      TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS
      GUARANTY.

    


    
      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

     

    13. Collateral
      Agent.
      The
      terms and provisions of Section 30 of the Pledge and Security Agreement which
      set forth the appointment of the Collateral Agent and the indemnifications
      to
      which the Collateral Agent is entitled are hereby incorporated by reference
      herein as if fully set forth therein.

     

    14. Payments
      Free of Taxes.

     

    (a) Definitions.
      In this
Section
      14:

     

    (i) “Excluded
      Taxes”
means,
      with respect to the Collateral Agent or the Buyers, or any other recipient
      of
      any payment to be made by or on account of any obligations of any Guarantor
      under this Guaranty, or under any other Security Document, income or franchise
      taxes imposed on (or measured by) its net income by the United States of America
      or such other jurisdiction under the laws of which such recipient is organized
      or in which its principal office is located.

     

    (ii) “Governmental
      Authority”
means
      the government of the United States of America or any other nation, or any
      political subdivision thereof, whether state or local, or any agency, authority,
      instrumentality, regulatory body, court, central bank or other entity exercising
      executive, legislative, judicial, taxing, regulatory or administrative powers
      or
      functions of or pertaining to government over the Company or any of its
      Subsidiaries, or any of their respective properties, assets or
      undertakings.

     

    (iii) “Indemnified
      Taxes”
means
      Taxes other than Excluded Taxes.

     

    (iv) “Taxes”
means
      any and all present or future taxes, levies, imposts, duties, deductions,
      charges or withholdings imposed by any Governmental Authority.

     

    (b) Any
      and
      all payments by or on account of any obligation of any of the Guarantors under
      this Guaranty or any other Security Document shall be made without any set-off,
      counterclaim or deduction and free and clear of and without deduction for any
      Indemnified Taxes; provided that if any Guarantor shall be required to deduct
      any Indemnified Taxes from such payments, then (i) the sum payable shall be
      increased as necessary so that after making all required deductions (including
      deductions applicable to additional sums payable under this Section
      14(b)),
      the
      Collateral Agent or Buyers, as applicable, receives an amount equal to the
      sum
      it would have received had no such deductions been made, (ii) such Guarantor
      shall make such deductions and (iii) such Guarantor shall pay the full amount
      deducted to the relevant Governmental Authority in accordance with applicable
      law.

     

    (c) Indemnification
      by the Guarantors.
      Each
      Guarantor shall indemnify the Collateral Agent and the Buyers, within ten (10)
      days after written demand therefor, for the full amount of any Indemnified
      Taxes
      paid by the Collateral Agent or Buyers, as applicable, on or with respect to
      any
      payment by or on account of any obligation of such Guarantor under this Guaranty
      and the other Security Documents (including Indemnified Taxes or imposed or
      asserted on or attributable to amounts payable under this Section
      14)
      and any
      penalties, interest and expenses arising therefrom or with respect thereto,
      whether or not such Indemnified Taxes were correctly or legally imposed or
      asserted by the relevant Governmental Authority. A certificate of the Collateral
      Agent or any Buyer as to the amount of such payment or liability under this
      Section
      14
      shall be
      delivered to such Guarantor and shall be conclusive absent manifest
      error.

     

    
      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

    

    


    15. Counterparts;
      Headings.
      This
      Guaranty may be executed in two or more identical counterparts, all of which
      shall be considered one and the same agreement and shall become effective when
      counterparts have been signed by each party and delivered to each other party;
      provided that a facsimile, .pdf or similar electronically transmitted signature
      shall be considered due execution and shall be binding upon the signatory
      thereto with the same force and effect as if the signature were an original
      signature.
      The
      headings in this Agreement are for convenience of reference only and shall
      not
      alter or otherwise affect the meaning hereof.

     

    [rest
      of
      page intentionally left blank; signature page follows]

     

    
      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, Guarantors have executed this Guaranty as of the date first
      written above.

     

    
      
        	
                GUARANTORS:

              
	 	 
	
                Embark
                  Corp., a Delaware corporation

              
	 	 
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 
	 	 
	
                Embark
                  Online, Inc, a Delaware corporation

              
	 	 
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 
	 	 
	
                Goto
                  College Holdings Inc., a Delaware corporation

              
	 	 
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 
	 	 
	
                iempower,
                  inc., a Delaware corporation

              
	 	 
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 
	 	 
	
                MRU
                  Originations, Inc., a Delaware corporation

              
	 	 
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 
	 	 
	
                MRU
                  Universal Guaranty Agency, Inc., a Delaware
                  corporation

              
	 	 
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 


      

    

     

    Guaranty

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      A

    


    Form
      of Joinder

    Joinder
      to Guaranty

    


    The
      undersigned, [__________] a [__________], hereby joins in the execution of
      that
      certain Guaranty dated as of October 19, 2007 (the “Guaranty”),
      by
      each of Embark Corp., a Delaware corporation, Embark Online, Inc, a Delaware
      corporation, Goto College Holdings Inc., a Delaware corporation, iempower,
      inc.,
      a Delaware corporation, MRU Originations, Inc., a Delaware corporation, MRU
      Universal Guaranty Agency, Inc., a Delaware corporation, and each other person
      or entity that becomes a Guarantor thereunder after the date and pursuant to
      the
      terms thereof, to and in favor of Viking Asset Management L.L.C., a California
      limited liability company, as collateral agent. By executing this Joinder,
      the
      undersigned hereby agrees that it is a Guarantor thereunder with the same force
      and effect as if originally named therein as a Guarantor. The undersigned agrees
      to be bound by all of the terms and provisions of the Guaranty and represents
      and warrants that the representations and warranties set forth in Section
      6
      of the
      Guaranty are, with respect to the undersigned, true and correct as of the date
      hereof. Each reference to a Guarantor in the Guaranty shall be deemed to include
      the undersigned.

     

    In
      Witness Whereof, the undersigned has executed this Joinder this ___ day of
      _________, 200_.

     

    
      _______________________