Exhibit
      10.58

     

    LIMITED
      GUARANTY

     

    This
      LIMITED
      GUARANTY,
      dated
      as of October 24, 2007 (this "Guaranty"),
      is
      made by MARK
      S. WESTERN
      ("Guarantor"),
      in
      favor of J.
      ARON & COMPANY, as
      administrative agent ("Administrative
      Agent")
      for
      the benefit of the Beneficiaries (as defined in the Credit Agreement referred
      to
      below).

     

    RECITALS:

     

    WHEREAS,
      reference is made to that certain Credit and Guaranty Agreement, dated as of
      May 11, 2007 (as amended, restated, supplemented or otherwise modified from
      time to time, the "Credit
      Agreement"),
      by
      and among Tekoil and Gas Gulf Coast, LLC, a Delaware limited liability company
      ("Borrower";
      together with the Guarantor, the Parent, and all Subsidiaries of the Borrower,
      the "Obligors"),
      Tekoil & Gas Corporation (the "Parent")
      the
      lenders party thereto from time to time (the "Lenders"),
      J.
      ARON & COMPANY,
      as Lead
      Arranger and Syndication Agent, and J.
      ARON & COMPANY,
      as
      Administrative Agent for such Lenders (capitalized terms not otherwise defined
      herein shall have the meanings assigned to them in the Credit
      Agreement);

     

    WHEREAS,
      subject
      to the terms and conditions of the Credit Agreement, certain Obligors may enter
      into one or more Hedging Contracts with one or more Lender
      Counterparties;

     

    WHEREAS,
      the
      Guarantor (a) is a principal shareholder of the Parent, which in turn owns
      75%
      of the equity interests of the Borrower, and (b) will derive substantial
      direct and indirect benefit from (i) the transactions contemplated by the Credit
      Agreement and the other Transaction Documents and (ii) the Hedging Contracts
      entered into with a Lender Counterparty.

     

    WHEREAS,
      reference is made to that certain Amendment No. 3 and Waiver, dated as of the
      date hereof, by and among the Borrower, the Parent, the lenders party thereto,
      the Administrative Agent and the Lender Counterparty (the "Waiver"),
      amending certain provisions of the Credit Agreement and waiving certain Events
      of Default thereunder and under the Hedging Contracts.

     

    WHEREAS,
      in
      consideration of the Waiver, the Guarantor has agreed to guarantee the
      Borrower's and the other Guarantor's obligations under the Transaction Documents
      and the Hedging Contracts as set forth herein and is executing and delivering
      this Guaranty (i) to induce the Lenders to grant the Waiver, and (ii) intending
      it to be a legal, valid, binding, enforceable and continuing obligation of
      Guarantor, whether or not Guarantor derives any benefit from the Credit
      Agreement, the Waiver, any other Transaction Document, or the Hedging
      Contracts.

     

    NOW,
      THEREFORE,
      in
      consideration of the premises and the agreements, provisions and covenants
      herein contained, the Guarantor and the Administrative Agent agree as
      follows:

     

    Section
      1. Definitions.
      All
      capitalized terms not otherwise defined in this Guaranty that are defined in
      the
      Credit Agreement shall have the meanings assigned to such terms by the Credit
      Agreement. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
      2. Guaranty
      of
      the Obligations.
      Guarantor hereby irrevocably and unconditionally guarantees to Administrative
      Agent for the ratable benefit of the Beneficiaries the due and punctual payment
      in full of all Obligations when the same shall become due, whether at stated
      maturity, by required prepayment, declaration, acceleration, demand or otherwise
      (including amounts that would become due but for the operation of the automatic
      stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C.
§ 362(a)) (collectively, the "Guaranteed
      Obligations").
      Without
      limiting the generality of the foregoing, Guarantor's liability shall extend
      to
      all amounts that constitute part of the Guaranteed Obligations and would be
      owed
      by the Borrower to the any of the Beneficiaries under the Transaction Documents
      and by the Borrower to the Lender Counterparties but for the fact that they
      are
      unenforceable or not allowable due to insolvency or the existence of a
      bankruptcy, reorganization or similar proceeding involving the
      Borrower.

     

    Section
      3. Limitation.
      NOTWITHSTANDING THE FOREGOING OR ANY PROVISION HEREOF TO THE CONTRARY,
      ADMINISTRATIVE AGENT’S RIGHT OF RECOVERY AGAINST GUARANTOR UNDER THIS AGREEMENT
      IS LIMITED TO $1,000,000 (exclusive of any amounts payable by Guarantor under
      Section 11(c) and/or Section 17 hereof). The foregoing limitation shall not
      imply any limitation of which outstanding Guaranteed Obligations are guaranteed,
      and Lender may request from Guarantor the payment of any, including the last,
      outstanding Guaranteed Obligations, subject to the foregoing limitation on
      total
      recovery under this Agreement.

     

    Section
      4. Payment
      by Guarantor.
      Guarantor hereby agrees, in furtherance of the foregoing and not in limitation
      of any other right which any Beneficiary may have at law or in equity against
      Guarantor by virtue hereof, that upon the failure of the Borrower to pay any
      of
      the Guaranteed Obligations when and as the same shall become due, whether at
      stated maturity, by required prepayment, declaration, acceleration, demand
      or
      otherwise (including amounts
      that
      would become due but for the operation of the automatic stay under
      Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)),
      Guarantor will upon demand pay, or cause to be paid, in immediately available
      funds, to Administrative Agent for the ratable benefit of Beneficiaries, an
      amount equal to the sum of the unpaid principal amount of all Guaranteed
      Obligations then due as aforesaid, all accrued and unpaid interest on such
      Guaranteed Obligations (including interest which, but for Borrower's becoming
      the subject of a case under the Bankruptcy Code, would have accrued on such
      Guaranteed Obligations, whether or not a claim is allowed against Borrower
      for
      such interest in the related bankruptcy case) and all other Guaranteed
      Obligations then owed to Beneficiaries as aforesaid.

     

    Section
      5. Liability
      of Guarantor Absolute.
      Guarantor agrees that its obligations hereunder are irrevocable, absolute,
      independent and unconditional and shall not be affected by any circumstance
      which constitutes a legal or equitable discharge of a guarantor or surety other
      than payment in full of the Guaranteed Obligations. In furtherance of the
      foregoing and without limiting the generality thereof, Guarantor agrees as
      follows:

     

    (a) This
      Guaranty is a guaranty of payment when due and not of collectability. This
      Guaranty is a primary obligation of Guarantor and not merely a contract of
      surety;

     

    
      
         

      

      
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    (b) Administrative
      Agent may enforce this Guaranty upon the occurrence of an Event of Default
      notwithstanding the existence of any dispute between Borrower and any
      Beneficiary with respect to the existence of such Event of Default.

     

    (c) The
      obligations of Guarantor hereunder are independent of the obligations of
      Borrower and the obligations of any other guarantor (including the Parent)
      of
      the obligations of Borrower, and a separate action or actions may be brought
      and
      prosecuted against Guarantor whether or not any action is brought against
      Borrower or any of such other guarantors and whether or not Borrower is joined
      in any such action or actions.

     

    (d) Any
      Beneficiary, upon such terms as it deems appropriate, without notice or demand
      and without affecting the validity or enforceability hereof or giving rise
      to
      any reduction, limitation, impairment, discharge or termination of Guarantor's
      liability hereunder, from time to time may (i) renew, extend, accelerate,
      increase the rate of interest on, or otherwise change the time, place, manner
      or
      terms of payment of the Guaranteed Obligations; (ii) settle, compromise,
      release or discharge, or accept or refuse any offer of performance with respect
      to, or substitutions for, the Guaranteed Obligations or any agreement relating
      thereto, or subordinate the payment of the same to the payment of any other
      obligations; (iii) request and accept other guaranties of the Guaranteed
      Obligations and take and hold security for the payment hereof or the Guaranteed
      Obligations; (iv) release, surrender, exchange, substitute, compromise,
      settle, rescind, waive, alter, subordinate or modify, with or without
      consideration, any security for payment of the Guaranteed Obligations, any
      other
      guaranties of the Guaranteed Obligations, or any other obligation of any Person
      (including the Parent) with respect to the Guaranteed Obligations;
      (v) enforce and apply any security now or hereafter held by or for the
      benefit of such Beneficiary in respect hereof or the Guaranteed Obligations
      and
      direct the order or manner of sale thereof, or exercise any other right or
      remedy that such Beneficiary may have against any such security, in each case
      as
      such Beneficiary in its discretion may determine consistent herewith or the
      applicable Hedging Contract and any applicable security agreement, including
      foreclosure on any such security pursuant to one or more judicial or nonjudicial
      sales, whether or not every aspect of any such sale is commercially reasonable,
      and even though such action operates to impair or extinguish any right of
      reimbursement or subrogation or other right or remedy of Guarantor against
      Borrower or any security for the Guaranteed Obligations; and (vi) exercise
      any other rights available to it under the Transaction Documents or the Hedging
      Contracts.

     

    (e) This
      Guaranty and the obligations of Guarantor hereunder shall be valid and
      enforceable and shall not be subject to any reduction, limitation, impairment,
      discharge or termination for any reason (other than payment in full of the
      Guaranteed Obligations), including the occurrence of any of the following,
      whether or not Guarantor shall have had notice or knowledge of any of them:
      (i) any failure or omission to assert or enforce or agreement or election
      not to assert or enforce, or the stay or enjoining, by order of court, by
      operation of law or otherwise, of the exercise or enforcement of, any claim
      or
      demand or any right, power or remedy (whether arising under the Transaction
      Documents or the Hedging Contracts, at law, in equity or otherwise) with respect
      to the Guaranteed Obligations or any agreement relating thereto, or with respect
      to any other guaranty of or security for the payment of the Guaranteed
      Obligations; (ii) any rescission, waiver, amendment or modification of, or
      any consent to departure from, any of the terms or provisions (including
      provisions relating to events of default) hereof, any of the other Transaction
      Documents, any of the Hedging Contracts or any agreement or instrument executed
      pursuant thereto, or of any other guaranty or security for the Guaranteed
      Obligations, in each case whether or not in accordance with the terms hereof
      or
      such Transaction Document, such Hedging Contract or any agreement relating
      to
      such other guaranty or security; including, without limitation, any increase
      in
      the Guaranteed Obligations resulting from the extension of additional credit
      to
      the Borrower or otherwise; (iii) the Guaranteed Obligations, or any
      agreement relating thereto, at any time being found to be illegal, invalid
      or
      unenforceable in any respect; (iv) the application of payments received
      from any source (other than payments received pursuant to the other Transaction
      Documents or any of the Hedging Contracts or from the proceeds of any security
      for the Guaranteed Obligations, except to the extent such security also serves
      as collateral for indebtedness other than the Guaranteed Obligations) to the
      payment of indebtedness other than the Guaranteed Obligations, even though
      any
      Beneficiary might have elected to apply such payment to any part or all of
      the
      Guaranteed Obligations; (v) any change, restructuring or termination of the
      corporate structure or existence of any Obligor or any of its Subsidiaries,
      including without limitation as a result of any Beneficiary's consent to the
      change, reorganization or termination of the corporate structure or existence
      of
      any Obligor or any of its Subsidiaries and to any corresponding restructuring
      of
      the Guaranteed Obligations; (vi) any failure to perfect or continue
      perfection of a security interest in any collateral which secures any of the
      Guaranteed Obligations; (vii) any taking, exchange, release or non-perfection
      of
      any collateral for all or any of the Guaranteed Obligations; (viii) any manner
      of application of collateral, or proceeds thereof, to all or any of the
      Guaranteed Obligations, or any manner of sale or other disposition of any
      collateral for all or any of the Guaranteed Obligations or any other obligations
      of any other Person under the Transaction Documents or Hedging Contracts or
      any
      other assets of the Borrower, the Parent or any of their respective
      Subsidiaries; (ix) any failure of any Beneficiary to disclose to any Obligor
      any
      information relating to the business, condition (financial or otherwise),
      operations, properties or prospects of any Person now or in the future known
      to
      such Beneficiary (and Guarantor hereby irrevocably waives any duty on the part
      of any Beneficiary to disclose such information); (x) any defenses, set-offs
      or
      counterclaims which Borrower may allege or assert against any Beneficiary in
      respect of the Guaranteed Obligations, including failure of consideration,
      breach of warranty, payment, statute of frauds, statute of limitations, accord
      and satisfaction and usury; (xi) any other act or thing or omission, or delay
      to
      do any other act or thing, which may or might in any manner or to any extent
      vary the risk of Guarantor as an obligor in respect of the Guaranteed
      Obligations; and (xii) any other circumstance or any existence of or reliance
      on
      any representation by any Beneficiary that might otherwise constitute a defense
      available to, or a discharge of, the Borrower, Guarantor or any other guarantor,
      surety or other Person.

     

    
      
         

      

      
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    Section
      6. Waivers
      by Guarantor.
      Guarantor hereby waives, for the benefit of Beneficiaries: (a) any right to
      require any Beneficiary, as a condition of payment or performance by Guarantor,
      to (i) proceed against Borrower, any other guarantor (including the Parent)
      of
      the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust
      any security held from Borrower, any such other guarantor or any other Person,
      (iii) proceed against or have resort to any balance of any Deposit Account
      or
      credit on the books of any Beneficiary in favor of Borrower or any other Person,
      or (iv) pursue any other remedy in the power of any Beneficiary whatsoever;
      (b)
      any defense arising by reason of the incapacity, lack of authority or any
      disability or other defense of Borrower or any other guarantor including any
      defense based on or arising out of the lack of validity or the unenforceability
      of the Guaranteed Obligations or any agreement or instrument relating thereto
      or
      by reason of the cessation of the liability of Borrower or any other guarantor
      from any cause other than payment in full of the Guaranteed Obligations; (c)
      any
      defense based upon any statute or rule of law which provides that the obligation
      of a surety must be neither larger in amount nor in other respects more
      burdensome than that of the principal; (d) any defense based upon any
      Beneficiary's errors or omissions in the administration of the Guaranteed
      Obligations, except behavior which amounts to bad faith; (e) (i) any principles
      or provisions of law, statutory or otherwise, which are or might be in conflict
      with the terms hereof and any legal or equitable discharge of Guarantor's
      obligations hereunder, (ii) the benefit of any statute of limitations affecting
      Guarantor's liability hereunder or the enforcement hereof, (iii) any rights
      to
      set-offs, recoupments and counterclaims, and (iv) promptness, diligence and
      any requirement that any Beneficiary protect, secure, perfect or insure any
      security interest or lien or any property subject thereto; (f) notices, demands,
      presentments, protests, notices of protest, notices of dishonor and notices
      of
      any action or inaction, including acceptance hereof, notices of default
      hereunder, the Hedging Contracts or any agreement or instrument related thereto,
      notices of any renewal, extension or modification of the Guaranteed Obligations
      or any agreement related thereto, notices of any extension of credit to Borrower
      and notices of any of the matters referred to in Section 5 and any right to
      consent to any thereof; and (g) any defenses or benefits that may be derived
      from or afforded by law which limit the liability of or exonerate guarantors
      or
      sureties, or which may conflict with the terms hereof.

     

    
      
         

      

      
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    Section
      7. Waiver
      of Subrogation, Contribution, etc.
      Guarantor hereby waives any claim, right or remedy, direct or indirect, that
      Guarantor now has or may hereafter have against Borrower or any other guarantor
      or any of its assets in connection with this Guaranty or the performance by
      Guarantor of its obligations hereunder, in each case whether such claim, right
      or remedy arises in equity, under contract, by statute, under common law or
      otherwise and including without limitation (a) any right of subrogation,
      reimbursement or indemnification that Guarantor now has or may hereafter have
      against Borrower with respect to the Guaranteed Obligations, (b) any right
      to
      enforce, or to participate in, any claim, right or remedy that any Beneficiary
      now has or may hereafter have against Borrower, and (c) any benefit of, and
      any
      right to participate in, any collateral or security now or hereafter held by
      any
      Beneficiary. In addition, until the Guaranteed Obligations shall have been
      indefeasibly paid in full and the Commitments shall have terminated, Guarantor
      shall withhold exercise of any right of contribution Guarantor may have against
      any other guarantor (including the Parent) of the Guaranteed Obligations.
      Guarantor further agrees that, to the extent the waiver or agreement to withhold
      the exercise of its rights of subrogation, reimbursement, indemnification and
      contribution as set forth herein is found by a court of competent jurisdiction
      to be void or voidable for any reason, any rights of subrogation, reimbursement
      or indemnification Guarantor may have against Borrower or against any collateral
      or security, and any rights of contribution Guarantor may have against any
      such
      other guarantor, shall be junior and subordinate to any rights any Beneficiary
      may have against Borrower, to all right, title and interest any Beneficiary
      may
      have in any such collateral or security, and to any right any Beneficiary may
      have against such other guarantor. If any amount shall be paid to Guarantor
      on
      account of any such subrogation, reimbursement, indemnification or contribution
      rights at any time when all Guaranteed Obligations shall not have been finally
      and indefeasibly paid in full and the Credit Agreement is still in effect,
      such
      amount shall be held in trust for Administrative Agent on behalf of
      Beneficiaries and shall forthwith be paid over to Administrative Agent for
      the
      benefit of Beneficiaries to be credited and applied against the Guaranteed
      Obligations, whether matured or unmatured, in accordance with the terms
      hereof.

     

    
      
         

      

      
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    Section
      8. Subordination
      of Other Obligations.
      Any
      Indebtedness of Borrower or any other guarantor now or hereafter held by
      Guarantor is hereby subordinated in right of payment to the Guaranteed
      Obligations, and any such indebtedness collected or received by Guarantor after
      an Event of Default has occurred and is continuing shall be held in trust for
      Administrative Agent on behalf of Beneficiaries and shall forthwith be paid
      over
      to Administrative Agent for the benefit of Beneficiaries to be credited and
      applied against the Guaranteed Obligations but without affecting, impairing
      or
      limiting in any manner the liability of Guarantor under any other provision
      hereof.

     

    Section
      9. Authority
      of Guarantor or Borrower.
      It is
      not necessary for any Beneficiary to inquire into the capacity or powers of
      Guarantor or Borrower or the officers, directors or any agents acting or
      purporting to act on behalf of any of them.

     

    Section
      10. Financial
      Condition of Borrower.
      Any
      Credit Extension may be made to Borrower or continued from time to time, and
      any
      Hedging Contracts may be entered into from time to time, in each case without
      notice to or authorization from Guarantor regardless of the financial or other
      condition of Borrower at the time of any such grant or continuation or at the
      time such Hedging Contract is entered into, as the case may be. No Beneficiary
      shall have any obligation to disclose or discuss with Guarantor its assessment,
      or Guarantor's assessment, of the financial condition of Borrower. Guarantor
      acknowledges that it has adequate means to obtain information from Borrower
      on a
      continuing basis concerning the financial condition of Borrower and its ability
      to perform its obligations under the Transaction Documents and the Hedging
      Contracts, and Guarantor assumes the responsibility for being and keeping
      informed of the financial condition of Borrower and of all circumstances bearing
      upon the risk of nonpayment of the Guaranteed Obligations. Guarantor hereby
      waives and relinquishes any duty on the part of any Beneficiary to disclose
      any
      matter, fact or thing relating to the business, operations or conditions of
      Borrower now known or hereafter known by any Beneficiary.

     

    Section
      11. Bankruptcy,
      etc.

     

    (a) So
      long
      as any Guaranteed Obligations remain outstanding, Guarantor shall not, without
      the prior written consent of Administrative Agent acting pursuant to the
      instructions of Required Lenders, commence or join with any other Person in
      commencing any bankruptcy, reorganization or insolvency case or proceeding
      of or
      against Borrower or any other guarantor. The obligations of Guarantor hereunder
      shall not be reduced, limited, impaired, discharged, deferred, suspended or
      terminated by any case or proceeding, voluntary or involuntary, involving the
      bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement
      of Borrower or any other guarantor or by any defense which Borrower or any
      other
      guarantor may have by reason of the order, decree or decision of any court
      or
      administrative body resulting from any such proceeding.

     

    (b) Guarantor
      acknowledges and agrees that any interest on any portion of the Guaranteed
      Obligations which accrues after the commencement of any case or proceeding
      referred to in clause (a) above (or, if interest on any portion of the
      Guaranteed Obligations ceases to accrue by operation of law by reason of the
      commencement of such case or proceeding, such interest as would have accrued
      on
      such portion of the Guaranteed Obligations if such case or proceeding had not
      been commenced) shall be included in the Guaranteed Obligations because it
      is
      the intention of Guarantor and Beneficiaries that the Guaranteed Obligations
      which are guaranteed by Guarantor pursuant hereto should be determined without
      regard to any rule of law or order which may relieve Borrower of any portion
      of
      such Guaranteed Obligations. Guarantor will permit any trustee in bankruptcy,
      receiver, debtor in possession, assignee for the benefit of creditors or similar
      person to pay Administrative Agent, or allow the claim of Administrative Agent
      in respect of, any such interest accruing after the date on which such case
      or
      proceeding is commenced.

     

    
      
         

      

      
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    (c) In
      the
      event that all or any portion of the Guaranteed Obligations are paid, the
      obligations of Guarantor hereunder shall continue and remain in full force
      and
      effect or be reinstated, as the case may be, in the event that all or any part
      of such payment(s) are rescinded or recovered directly or indirectly from any
      Beneficiary as a preference, fraudulent transfer or otherwise, and any such
      payments which are so rescinded or recovered shall constitute Guaranteed
      Obligations for all purposes hereunder. GUARANTOR
      SHALL DEFEND AND INDEMNIFY EACH BENEFICIARY FROM AND AGAINST ANY CLAIM, DAMAGE,
      LOSS, LIABILITY, COST OR EXPENSE UNDER THIS SECTION 11(c) (INCLUDING REASONABLE
      ATTORNEYS' FEES AND EXPENSES) IN THE DEFENSE OF ANY SUCH ACTION OR SUIT
      INCLUDING SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE ARISING AS
      A
      RESULT OF THE INDEMNIFIED BENEFICIARY'S OWN NEGLIGENCE BUT EXCLUDING SUCH CLAIM,
      DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE THAT IS FOUND IN A FINAL,
      NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED
      FROM SUCH INDEMNIFIED BENEFICIARY'S GROSS NEGLIGENCE OR WILLFUL
      MISCONDUCT.
      ANY
      AMOUNTS PAYABLE BY GUARANTOR PURSUANT TO THIS SECTION SHALL BE EXCLUDED FROM
      CALCULATION OF THE LIMITATION SET FORTH IN SECTION 3
      ABOVE.

     

    Section
      12. Representations
      and Warranties.
      Guarantor hereby represents and warrants as follows:

     

    (a) There
      are
      no conditions precedent to the effectiveness of this Guaranty. Guarantor
      acknowledges that it will receive substantial direct and indirect benefits
      from
      the financing arrangements involving the Borrower contemplated by the
      Transaction Documents and the Hedging Contracts with a Lender Counterparty
      and
      that the waivers set forth in this Guaranty are knowingly made in contemplation
      of such benefits.

     

    (b) Guarantor
      has, independently and without reliance upon any Beneficiary and based on such
      documents and information as it has deemed appropriate, made its own credit
      analysis and decision to enter into this Guaranty.

     

    (c) The
      obligations of Guarantor under this Guaranty are the valid, binding and legally
      enforceable obligations of Guarantor, and this Guaranty has been duly and
      validly executed and delivered by Guarantor.

     

    
      
         

      

      
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    Section
      13. Right
      of Set-Off.
      Upon
      the occurrence and during the continuance of any Event of Default, any
      Beneficiary is hereby authorized at any time, to the fullest extent permitted
      by
      law, to set off and apply any deposits (general or special, time or demand,
      provisional or final) and other indebtedness owing by such Beneficiary to the
      account of Guarantor against any and all of the obligations of Guarantor under
      this Guaranty, irrespective of whether or not such Beneficiary shall have made
      any demand under this Guaranty and although such obligations may be contingent
      and unmatured. Such Beneficiary shall promptly notify Guarantor after any such
      set-off and application is made, provided that the failure to give such notice
      shall not affect the validity of such set-off and application. The rights of
      the
      Beneficiaries under this Section 13 are in addition to other rights and remedies
      (including, without limitation, other rights of set-off) which any Beneficiary
      may have.

     

    Section
      14. Amendments,
      Etc.
      Other
      than to the extent required under the Credit Agreement, no amendment or waiver
      of any provision of this Guaranty and no consent to any departure by Guarantor
      therefrom shall in any event be effective unless the same shall be in writing
      and signed by Guarantor, the Administrative Agent and the Required Lenders,
      and
      then such waiver or consent shall be effective only in the specific instance
      and
      for the specific purpose for which given.

     

    Section
      15. Notices,
      Etc. All
      notices and other communications provided for hereunder shall be sent in the
      manner provided for in Section 10.1 of the Credit Agreement and if to Guarantor,
      at its address specified on the signature page hereto and if to the
      Administrative Agent or any Lender, at its address specified in or pursuant
      to
      the Credit Agreement, and if to a Lender Counterparty, at its address specified
      in the applicable Hedging Contract. All such notices and communications shall
      be
      effective when delivered, except that notices and communications to the
      Administrative Agent shall not be effective until received by the Administrative
      Agent.

     

    Section
      16. Continuing
      Guaranty: Assignments under the Credit Agreement.
      This
      Guaranty is a continuing guaranty and applies to all Guaranteed Obligations,
      whether existing now or in the future and shall (a) remain in full force and
      effect until the payment in full of all Guaranteed Obligations and all other
      amounts payable under the Transaction Documents and the Hedging Contracts,
      the
      termination the Credit Agreement, and the termination of all the Commitments,
      (b) be binding upon Guarantor and its successors and assigns, (c) inure to
      the
      benefit of and be enforceable by the Administrative Agent, each Lender, and
      their respective successors, and, in the case of transfers and assignments
      made
      in accordance with the Credit Agreement, transferees and assigns, and (d) inure
      to the benefit of and be enforceable by a Lender Counterparty and each of its
      successors, transferees and assigns to the extent such successor, transferee
      or
      assign is a Lender or an Affiliate of a Lender. Without limiting the generality
      of the foregoing clause (c), subject to the Credit Agreement, any Lender may
      assign or otherwise transfer all or any portion of its rights and obligations
      under the Credit Agreement (including, without limitation, all or any portion
      of
      its Commitment, the Loans owing to it and the Note or Notes held by it) to
      any
      other Person, and such other Person shall thereupon become vested with all
      the
      benefits in respect thereof granted to such Lender herein or otherwise, subject,
      however, in all respects to the provisions of the Credit Agreement. Guarantor
      acknowledges that upon any Person becoming a Lender or the Administrative Agent
      in accordance with the Credit Agreement, such Person shall be entitled to the
      benefits hereof.

     

    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    

     

    Section
      17. INDEMNITY. 
      Guarantor agrees to defend (subject to Indemnitees' selection of counsel),
      indemnify, pay and hold harmless, Royalty Owner and each Beneficiary and the
      officers, partners, directors, trustees, employees, agents and Affiliates of
      each Beneficiary (each, an "Indemnitee"),
      from
      and against any and all Indemnified Liabilities, INCLUDING
      WITHOUT LIMITATION ANY INDEMNIFIED LIABILITIES CAUSED, IN WHOLE OR IN PART,
      BY
      THE NEGLIGENCE OF SUCH INDEMNIFIED PARTY (IN EACH CASE WHETHER ALLEGED, ARISING
      OR IMPOSED IN A LEGAL PROCEEDING BROUGHT BY OR AGAINST ANY OBLIGOR,
      ANY INDEMNITEE, OR ANY OTHER PERSON),
      provided,
      Guarantor shall have no obligation to any Indemnitee hereunder with respect
      to
      any Indemnified Liabilities to the extent such Indemnified Liabilities arise
      from the gross negligence or willful misconduct of that Indemnitee. To the
      extent that the undertakings to defend, indemnify, pay and hold harmless set
      forth in this Section 17 may be unenforceable in whole or in part because they
      are violative of any law or public policy, Guarantor shall contribute the
      maximum portion that it is permitted to pay and satisfy under applicable law
      to
      the payment and satisfaction of all Indemnified Liabilities incurred by
      Indemnitees or any of them. Any amounts payable by Guarantor pursuant to this
      Section shall be excluded from calculation of the limitation set forth in
      Section 3 above.

     

    Section
      18. WAIVER
      OF PUNITIVE DAMAGES.
      TO THE EXTENT PERMITTED BY APPLICABLE LAW, GUARANTOR SHALL NOT ASSERT, AND
      HEREBY WAIVES, ANY CLAIM AGAINST ANY BENEFICIARY OR ANY BENEFICIARY'S
      AFFILIATES, DIRECTORS, EMPLOYEES, ATTORNEYS OR AGENTS, ON ANY THEORY OF
      LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED
      TO DIRECT OR ACTUAL DAMAGES) (WHETHER OR NOT THE CLAIM THEREFOR IS BASED ON
      CONTRACT, TORT OR DUTY IMPOSED BY ANY APPLICABLE LEGAL REQUIREMENT) ARISING
      OUT
      OF, IN CONNECTION WITH, ARISING OUT OF, AS A RESULT OF, OR IN ANY WAY RELATED
      TO, THIS GUARANTY OR ANY TRANSACTION DOCUMENT OR ANY AGREEMENT OR INSTRUMENT
      CONTEMPLATED HEREBY OR THEREBY, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY,
      ANY LOAN OR THE USE OF THE PROCEEDS THEREOF OR ANY ACT OR OMISSION OR EVENT
      FROM
      TIME TO TIME OCCURRING IN CONNECTION THEREWITH, AND GUARANTOR HEREBY WAIVES,
      RELEASES AND AGREES NOT TO SUE UPON ANY SUCH CLAIM OR ANY SUCH DAMAGES, WHETHER
      OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS
      FAVOR.
      GUARANTOR FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER
      WITH
      ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY GIVES THIS WAIVER
      FOLLOWING CONSULTATION WITH LEGAL COUNSEL.
      THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY
      OR
      IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO
      THIS
      SECTION 18 AND EXECUTED BY GUARANTOR, THE ADMINISTRATIVE AGENT AND EACH OTHER
      BENEFICIARY), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
      RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR TO ANY OF THE OTHER TRANSACTION
      DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE
      HEREUNDER. 

     

    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

     

    Section
      19. Survival
      of Representations, Warranties and Agreements; Termination.
      All
      representations, warranties and agreements made herein shall survive the
      execution and delivery hereof and the making of any Credit Extension.
      Notwithstanding anything herein or implied by law to the contrary, the
      agreements of Guarantor set forth in Section 17 shall survive the payment of
      the
      Loans, the termination of the Credit Agreement and the termination
      hereof.

     

    Section
      20. No
      Waiver; Remedies Cumulative. No
      failure or delay on the part of any Beneficiary in the exercise of any power,
      right or privilege hereunder or under any other Transaction Document or any
      Hedging Contract shall impair such power, right or privilege or be construed
      to
      be a waiver of any default or acquiescence therein, nor shall any single or
      partial exercise of any such power, right or privilege preclude other or further
      exercise thereof or of any other power, right or privilege. The rights, powers
      and remedies given to any Beneficiary hereby are cumulative and shall be in
      addition to and independent of all rights, powers and remedies existing by
      virtue of any statute or rule of law or in any of the other Transaction
      Documents or any Hedging Contract. Any forbearance or failure to exercise,
      and
      any delay in exercising, any right, power or remedy hereunder shall not impair
      any such right, power or remedy or be construed to be a waiver thereof, nor
      shall it preclude the further exercise of any such right, power or
      remedy.

     

    Section
      21. Severability.
      In case
      any provision in or obligation hereunder shall be invalid, illegal or
      unenforceable in any jurisdiction, the validity, legality and enforceability
      of
      the remaining provisions or obligations, or of such provision or obligation
      in
      any other jurisdiction, shall not in any way be affected or impaired
      thereby.

     

    Section
      22. Headings.
      Section headings herein are included herein for convenience of reference
      only and shall not constitute a part hereof for any other purpose or be given
      any substantive effect.

     

    Section
      23. APPLICABLE
      LAW. THIS
      GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE OBLIGORS AND THE BENEFICIARIES
      HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
      ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT
      OF
      LAWS PRINCIPLES THEREOF.

     

    Section
      24. CONSENT
      TO JURISDICTION.
      ALL
      JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY OBLIGOR ARISING
      OUT OF OR RELATING HERETO OR ANY OTHER TRANSACTION DOCUMENT, OR ANY OF THE
      OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT
      JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK.
      BY EXECUTING AND DELIVERING THIS GUARANTY, GUARANTOR,
      FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (a) ACCEPTS
      GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH
      COURTS; (b) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (c) AGREES THAT SERVICE
      OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY
      REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE
GUARANTOR AT
      ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 16; (d) AGREES THAT SERVICE
      AS
      PROVIDED IN CLAUSE (c) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION
      OVER
      THE APPLICABLE OBLIGOR IN
      ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE
      AND
      BINDING SERVICE IN EVERY RESPECT; AND (e) AGREES BENEFICIARIES RETAIN THE RIGHT
      TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS
      AGAINST ANY OBLIGOR IN
      THE COURTS OF ANY OTHER JURISDICTION.

     

    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

     

    Section
      25. WAIVER
      OF JURY TRIAL.
      GUARANTOR, AND EACH BENEFICIARY HEREOF, AGREES TO WAIVE ITS RESPECTIVE RIGHTS
      TO
      A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER
      OR
      UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR ANY DEALINGS BETWEEN THEM
      RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER
      RELATIONSHIP THAT IS BEING ESTABLISHED.
      THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL
      DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER
      OF
      THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS
      AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.
      GUARANTOR AND EACH BENEFICIARY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A
      MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP THAT EACH HAS ALREADY
      RELIED ON THIS WAIVER IN ENTERING INTO THIS GUARANTY, AND THAT EACH WILL
      CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE
      DEALINGS.
      EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS
      WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES
      ITS
      JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.
      THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY
      OR
      IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO
      THIS
      SECTION 25 AND EXECUTED BY GUARANTOR, THE ADMINISTRATIVE AGENT AND EACH LENDER),
      AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS
      OR MODIFICATIONS HERETO OR ANY OF THE OTHER TRANSACTION DOCUMENTS OR TO ANY
      OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE CREDIT EXTENSIONS MADE UNDER
      THE
      CREDIT AGREEMENT.
      IN THE EVENT OF LITIGATION, THIS GUARANTY MAY BE FILED AS A WRITTEN CONSENT
      TO A
      TRIAL BY THE COURT.

     

    Section
      26. Usury
      Savings Clause.
      Notwithstanding any other provision herein, the aggregate interest rate charged
      with respect to any of the Guaranteed Obligations, including all charges or
      fees
      in connection therewith deemed in the nature of interest under applicable law,
      shall not exceed the Highest Lawful Rate. If the rate of interest (determined
      without regard to the preceding sentence) under the Credit Agreement at any
      time
      exceeds the Highest Lawful Rate, the outstanding amount of the Loans made
      thereunder shall bear interest at the Highest Lawful Rate until the total amount
      of interest due hereunder equals the amount of interest which would have been
      due hereunder if the stated rates of interest set forth in the Credit Agreement
      had at all times been in effect. In addition, if when the Loans made thereunder
      are repaid in full the total interest due hereunder (taking into account the
      increase provided for above) is less than the total amount of interest which
      would have been due hereunder if the stated rates of interest set forth in
      the
      Credit Agreement had at all times been in effect, then to the extent permitted
      by law, Borrower shall pay to Administrative Agent an amount equal to the
      difference between the amount of interest paid and the amount of interest which
      would have been paid if the Highest Lawful Rate had at all times been in effect.
      Notwithstanding the foregoing, it is the intention of the Beneficiaries, the
      Borrower and the Guarantor to conform strictly to any applicable usury laws.
      Accordingly, if any Lender contracts for, charges, or receives any consideration
      which constitutes interest in excess of the Highest Lawful Rate, then any such
      excess shall be cancelled automatically and, if previously paid, shall at such
      Lender's option be applied to the outstanding amount of the Loans made under
      the
      Credit Agreement or be refunded to Borrower. 

     

    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    

     

    Section
      27. Counterparts.
      This
      Guaranty may be executed in any number of counterparts, each of which when
      so
      executed and delivered shall be deemed an original, but all such counterparts
      together shall constitute but one and the same instrument.

     

    Section
      28. USA
      Patriot Act Notice.
      Each
      Beneficiary that is subject to the Act (as hereinafter
      defined) and Administrative Agent (for itself and not on behalf of any
      Beneficiary) hereby notifies Guarantor that pursuant to the requirements of
      the
      USA Patriot Act (Title III of Pub. L. 107-56 (signed into law
      October 26, 2001)) (the "Act"),
      it is
      required to obtain, verify and record information that identifies Guarantor,
      which information includes the name and address of such Persons and other
      information that will allow such Beneficiary or Administrative Agent, as
      applicable, to identify such Persons in accordance with the Act.

     

    THIS
      GUARANTY AND THE TRANSACTION DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG
      THE
      BENEFICIARIES AND THE GUARANTOR WITH RESPECT TO THE SUBJECT MATTER HEREOF AND
      MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
      ORAL AGREEMENTS OF THE PARTIES. 

     

    THERE
      ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

     

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    Guarantor
      has caused this Guaranty to be duly executed as of the date first above
      written.

    
      	 	 	 
	 	 	
              GUARANTOR:

            
	 
 	 
 	
               

              Mark
                S.
                Western 

            
	 	 	 
	
            	
            	
              
                /s/
                  Mark S. Western

              

            
	 	
              

              Address
                of Guarantor:

               

              5036
                Dr. Phillips Blvd, #232

              Orlando,
                Florida 32819

            


    

     

    
      
         

      

      
        
          Signature
            Page to Limited Guaranty