EXHIBIT 4.7

                               SUBSIDIARY GUARANTY

New York, New York                                                 March 9, 2005

      FOR VALUE RECEIVED,  and in  consideration  of note purchases from,  loans
made or to be made or credit  otherwise  extended  or to be  extended  by Laurus
Master Fund, Ltd. ("Laurus") to or for the account of Fast Eddie Racing Stables,
Inc., a Florida  corporation  ("Debtor"),  from time to time and at any time and
for  other  good  and  valuable  consideration  and  to  induce  Laurus,  in its
discretion,  to purchase such notes, make such loans or extensions of credit and
to  make  or  grant  such  renewals,  extensions,   releases  of  collateral  or
relinquishments  of legal  rights  as  Laurus  may deem  advisable,  each of the
undersigned  (and  each of them if more  than  one,  the  liability  under  this
Guaranty  being  joint  and  several)  (jointly  and  severally  referred  to as
"Guarantors " or "the  undersigned")  unconditionally  guaranties to Laurus, its
successors,  endorsees  and  assigns  the prompt  payment  when due  (whether by
acceleration or otherwise) of all present and future obligations and liabilities
of any and all kinds of Debtor to Laurus  and of all  instruments  of any nature
evidencing or relating to any such obligations and liabilities upon which Debtor
or one or more  parties  and Debtor is or may become  liable to Laurus,  whether
incurred  by  Debtor  as  maker,  endorser,   drawer,  acceptor,   guarantors  ,
accommodation  party or otherwise,  and whether due or to become due, secured or
unsecured,  absolute or  contingent,  joint or several,  and however or whenever
acquired by Laurus,  whether  arising under,  out of, or in connection  with (i)
that certain  Securities  Purchase  Agreement dated as of the date hereof by and
between the Debtor and Laurus (the  "Securities  Purchase  Agreement")  and (ii)
each Related  Agreement  referred to in the Securities  Purchase  Agreement (the
Securities  Purchase  Agreement  and  each  Related  Agreement,  as each  may be
amended, modified,  restated or supplemented from time to time, are collectively
referred  to  herein  as the  "Documents"),  or any  documents,  instruments  or
agreements  relating to or  executed in  connection  with the  Documents  or any
documents,  instruments or agreements  referred to therein or otherwise,  or any
other indebtedness,  obligations or liabilities of the Debtor to Laurus, whether
now  existing  or  hereafter   arising,   direct  or  indirect,   liquidated  or
unliquidated, absolute or contingent, due or not due and whether under, pursuant
to or evidenced by a note, agreement,  guaranty, instrument or otherwise (all of
which  are  herein  collectively   referred  to  as  the   "Obligations"),   and
irrespective of the genuineness,  validity, regularity or enforceability of such
Obligations,  or of any instrument  evidencing any of the  Obligations or of any
collateral  therefor  or of the  existence  or  extent of such  collateral,  and
irrespective of the allowability, allowance or disallowance of any or all of the
Obligations  in any case  commenced by or against  Debtor under Title 11, United
States Code,  including,  without  limitation,  obligations or  indebtedness  of
Debtor for  post-petition  interest,  fees,  costs and  charges  that would have
accrued or been added to the Obligations but for the  commencement of such case.
Terms not otherwise defined herein shall have the meaning assigned such terms in
the  Securities  Purchase  Agreement.  In  furtherance  of  the  foregoing,  the
undersigned hereby agrees as follows:

      1. No  Impairment.  Laurus  may at any time and from time to time,  either
before or after the maturity  thereof,  without notice to or further  consent of
the  undersigned,  extend the time of payment  of,  exchange  or  surrender  any
collateral  for, renew or extend any of the  Obligations or increase or decrease
the interest rate thereon,  or any other agreement with Debtor or with any other
party to or person liable on any of the Obligations,  or interested therein, for
the extension,  renewal, payment,  compromise,  discharge or release thereof, in
whole or in part, or

<PAGE>

for any modification of the terms thereof or of any agreement between Laurus and
Debtor or any such other party or person,  or make any election of rights Laurus
may deem desirable under the United States  Bankruptcy Code, as amended,  or any
other federal or state bankruptcy, reorganization,  moratorium or insolvency law
relating to or affecting the enforcement of creditors'  rights generally (any of
the foregoing,  an  "Insolvency  Law") without in any way impairing or affecting
this Guaranty.  This instrument shall be effective  regardless of the subsequent
incorporation,  merger  or  consolidation  of  Debtor,  or  any  change  in  the
composition,  nature,  personnel  or location of Debtor and shall  extend to any
successor  entity to Debtor,  including a debtor in possession or the like under
any Insolvency Law.

      2. Guaranty  Absolute.  Subject to Section 5(c),  each of the  undersigned
jointly and severally  guarantees that the Obligations  will be paid strictly in
accordance with the terms of the Documents and/or any other document, instrument
or agreement  creating or  evidencing  the  Obligations,  regardless of any law,
regulation or order now or hereafter in effect in any jurisdiction affecting any
of such terms or the rights of Debtor with respect  thereto.  Guarantors  hereby
knowingly  accept  the full  range of risk  encompassed  within  a  contract  of
"continuing  guaranty"  which risk  includes  the  possibility  that Debtor will
contract  additional  indebtedness  for which Guarantors may be liable hereunder
after Debtor's financial  condition or ability to pay its lawful debts when they
fall  due has  deteriorated,  whether  or not  Debtor  has  properly  authorized
incurring such additional indebtedness.  The undersigned acknowledge that (i) no
oral representations,  including any representations to extend credit or provide
other financial accommodations to Debtor, have been made by Laurus to induce the
undersigned  to enter into this Guaranty and (ii) any extension of credit to the
Debtor  shall  be  governed  solely  by the  provisions  of the  Documents.  The
liability of each of the  undersigned  under this Guaranty shall be absolute and
unconditional,  in accordance with its terms, and shall remain in full force and
effect  without  regard to, and shall not be  released,  suspended,  discharged,
terminated or otherwise affected by, any circumstance or occurrence  whatsoever,
including,  without limitation: (a) any waiver, indulgence,  renewal, extension,
amendment or modification  of or addition,  consent or supplement to or deletion
from or any other action or inaction under or in respect of the Documents or any
other instruments or agreements relating to the Obligations or any assignment or
transfer  of any  thereof,  (b) any lack of validity  or  enforceability  of any
Document  or  other  documents,   instruments  or  agreements  relating  to  the
Obligations or any assignment or transfer of any thereof,  (c) any furnishing of
any additional  security to Laurus or its assignees or any acceptance thereof or
any release of any security by Laurus or its  assignees,  (d) any  limitation on
any party's  liability or obligation under the Documents or any other documents,
instruments  or  agreements  relating to the  Obligations  or any  assignment or
transfer of any thereof or any  invalidity or  unenforceability,  in whole or in
part, of any such document, instrument or agreement or any term thereof, (e) any
bankruptcy, insolvency,  reorganization,  composition,  adjustment, dissolution,
liquidation  or other like  proceeding  relating to Debtor,  or any action taken
with respect to this  Guaranty by any trustee or receiver,  or by any court,  in
any such  proceeding,  whether  or not the  undersigned  shall  have  notice  or
knowledge of any of the foregoing, (f) any exchange, release or nonperfection of
any  collateral,  or any  release,  or  amendment  or  waiver of or  consent  to
departure  from any guaranty or security,  for all or any of the  Obligations or
(g) any other circumstance which might otherwise  constitute a defense available
to, or a discharge of, the undersigned.  Any amounts due from the undersigned to
Laurus  shall bear  interest  until such amounts are paid in full at the highest
rate then  applicable  to the  specific  Obligation  with  respect to which such
payment is due and payable.  Obligations include post-petition  interest whether
or not allowed or allowable.


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      3. Waivers.

            (a) This  Guaranty is a guaranty  of payment and not of  collection.
      Laurus shall be under no obligation to institute suit,  exercise rights or
      remedies  or take any other  action  against  Debtor  or any other  person
      liable with respect to any of the  Obligations or resort to any collateral
      security  held  by it to  secure  any of the  Obligations  as a  condition
      precedent to the  undersigned  being obligated to perform as agreed herein
      and each of the  Guarantors  hereby waives any and all rights which it may
      have by statute or otherwise  which would require  Laurus to do any of the
      foregoing.  Each of the Guarantors further consents and agrees that Laurus
      shall be under no obligation to marshal any assets in favor of Guarantors,
      or against or in payment of any or all of the Obligations. The undersigned
      hereby  waives all  suretyship  defenses and any rights to  interpose  any
      defense,  counterclaim  or  offset  of any  nature  and  description  in a
      proceeding  brought by Laurus which the  undersigned may have or which may
      exist between and among Laurus, Debtor and/or the undersigned with respect
      to the undersigned's  obligations under this Guaranty, or which Debtor may
      assert on the  underlying  debt,  including  but not limited to failure of
      consideration, breach of warranty, fraud, payment (other than cash payment
      in full of the  Obligations),  statute  of  frauds,  bankruptcy,  infancy,
      statute of  limitations,  accord and  satisfaction,  and usury;  provided,
      however,  that the undersigned  shall be entitled to assert any defense or
      counterclaim  in a  separate  proceeding  so long as Laurus is not a named
      party or affected by any such proceeding.

            (b)  Each  of the  undersigned  further  waives  (i)  notice  of the
      acceptance of this Guaranty, of the making of any such loans or extensions
      of  credit,  and of all  notices  and  demands  of any kind to  which  the
      undersigned  may be entitled,  including,  without  limitation,  notice of
      adverse change in Debtor's financial  condition or of any other fact which
      might materially increase the risk of the undersigned and (ii) presentment
      to or demand of payment  from  anyone  whomsoever  liable  upon any of the
      Obligations,  protest, notices of presentment,  non-payment or protest and
      notice of any sale of collateral security or any default of any sort.

            (c)  Notwithstanding any payment or payments made by the undersigned
      hereunder,  or any setoff or  application  of funds of the  undersigned by
      Laurus,  the undersigned  shall not be entitled to be subrogated to any of
      the rights of Laurus against Debtor or against any collateral or guarantee
      or right of offset held by Laurus for the payment of the Obligations,  nor
      shall the  undersigned  seek or be  entitled to seek any  contribution  or
      reimbursement  from Debtor in respect of payments made by the  undersigned
      hereunder,  until all amounts  owing to Laurus by Debtor on account of the
      Obligations  are paid in full and  Laurus'  obligation  to  extend  credit
      pursuant to the Documents have been terminated.  If,  notwithstanding  the
      foregoing,  any amount shall be paid to the undersigned on account of such
      subrogation  rights at any time when all of the Obligations shall not have
      been paid in full and Laurus'  obligation to extend credit pursuant to the
      Documents shall not have been terminated, such amount shall be held by the
      undersigned  in trust  for  Laurus,  segregated  from  other  funds of the
      undersigned,  and shall  forthwith  upon,  and in any event within two (2)
      business days of, receipt by the undersigned,  be turned over to Laurus in
      the  exact  form  received  by  the  undersigned  (duly  endorsed  by  the
      undersigned  to  Laurus,   if  required),   to  be  applied   against  the
      Obligations,  whether  matured or  unmatured,  in such order as Laurus may
      determine, subject to the provisions of the Documents. Any and all present
      and future debts and


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<PAGE>

      obligations  of Debtor to any of the  undersigned  are  hereby  waived and
      postponed  in  favor  of,  and   subordinated  to  the  full  payment  and
      performance  of, all present and future debts and Obligations of Debtor to
      Laurus.

      4. Security. All sums at any time to the credit of the undersigned and any
property of the  undersigned  in Laurus'  possession or in the possession of any
bank, financial institution or other entity that directly or indirectly, through
one or more  intermediaries,  controls or is  controlled  by, or is under common
control with, Laurus (each such entity, an "Affiliate")  shall be deemed held by
Laurus or such Affiliate, as the case may be, as security for any and all of the
undersigned's  obligations  to Laurus and to any Affiliate of Laurus,  no matter
how or when arising and whether under this or any other instrument, agreement or
otherwise.

      5. Representations and Warranties.  Each of the undersigned  respectively,
hereby   jointly  and   severally   represents   and  warrants   (all  of  which
representations   and  warranties   shall  survive  until  all  Obligations  are
indefeasibly   satisfied  in  full  and  the  Documents  have  been  irrevocably
terminated), that:

            (a) Corporate  Status.  It is a corporation,  partnership or limited
      liability  company,  as the case may be, duly organized,  validly existing
      and in good standing under the laws of its  jurisdiction  of  organization
      indicated on the signature  page hereof 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) Authority and Execution.  It has full power, authority and legal
      right to execute and deliver,  and to perform its obligations  under, this
      Guaranty and has taken all  necessary  corporate,  partnership  or limited
      liability company,  as the case may be, action to authorize the execution,
      delivery and performance of this Guaranty.

            (c) Legal,  Valid and Binding Character.  This Guaranty  constitutes
      its legal, valid and binding obligation enforceable in accordance with its
      terms,  except as enforceability may be limited by applicable  bankruptcy,
      insolvency,   reorganization,   moratorium   or  other   laws  of  general
      application  affecting the  enforcement  of creditor's  rights and general
      principles of equity that restrict the  availability of equitable or legal
      remedies.

            (d)  Violations.  The  execution,  delivery and  performance of this
      Guaranty will not violate any  requirement  of law applicable to it or any
      contract,  agreement or  instrument to it is a party or by which it or any
      of its  property is bound or result in the creation or  imposition  of any
      mortgage,  lien or other  encumbrance  other  than to Laurus on any of its
      property or assets  pursuant to the  provisions  of any of the  foregoing,
      which,  in any of the  foregoing  cases,  could  reasonably be expected to
      have, either individually or in the aggregate, a Material Adverse Effect.

            (e) Consents or Approvals.  No consent of any other person or entity
      (including,  without  limitation,  any creditor of the undersigned) and no
      consent,  license,  permit,  approval or  authorization  of, exemption by,
      notice or report to, or  registration,  filing or  declaration  with,  any
      governmental  authority  is required  in  connection  with the  execution,
      delivery, performance,  validity or enforceability of this Guaranty by it,
      except to the extent that the failure to obtain any of the foregoing could
      not  reasonably  be  expected  to  have,  either  individually  or in  the
      aggregate, a Material Adverse Effect.


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<PAGE>

            (f)  Litigation.  No  litigation,   arbitration,   investigation  or
      administrative   proceeding   of  or  before  any  court,   arbitrator  or
      governmental  authority,  bureau or agency is currently pending or, to the
      best of its knowledge, threatened (i) with respect to this Guaranty or any
      of the  transactions  contemplated  by this  Guaranty  or (ii)  against or
      affecting  it, or any of its  property  or assets,  which,  in each of the
      foregoing cases, if adversely determined,  could reasonably be expected to
      have a Material Adverse Effect.

            (g)  Financial  Benefit.  It has  derived  or  expects  to  derive a
      financial  or  other  advantage  from  each and  every  loan,  advance  or
      extension of credit made under the Documents or other Obligation  incurred
      by the Debtor to Laurus.

      6. Acceleration.

            (a) If any Event of  Default  (as  defined  in the Note)  shall have
      occurred and be  continuing,  any and all  Obligations  shall for purposes
      hereof,  at Laurus'  option,  be deemed  due and  payable  without  notice
      notwithstanding  that any such  Obligation  is not then due and payable by
      Debtor.

            (b) Each of the  undersigned  will  promptly  notify  Laurus  of any
      default by such undersigned in its respective performance or observance of
      any term or condition of any agreement to which the undersigned is a party
      if the  effect of such  default  is to cause,  or permit the holder of any
      obligation  under such agreement to cause,  such  obligation to become due
      prior to its stated  maturity,  provided  that the  outstanding  principal
      amount of such obligations,  taken in the aggregate,  exceeds $25,000 and,
      if such an event occurs,  Laurus shall have the right to  accelerate  such
      undersigned's obligations hereunder.

      7. Payments from Guarantors.  Laurus, in its sole and absolute discretion,
with  or  without  notice  to the  undersigned,  may  apply  on  account  of the
Obligations any payment from the undersigned or any other guarantors, or amounts
realized from any security for the Obligations,  or may deposit any and all such
amounts realized in a non-interest bearing cash collateral deposit account to be
maintained as security for the Obligations.

      8.  Costs.  The  undersigned  shall pay on  demand,  all  costs,  fees and
expenses  (including  expenses  for legal  services of every  kind)  relating or
incidental to the enforcement or protection of the rights of Laurus hereunder or
under any of the Obligations.

      9. No  Termination.  This is a continuing  irrevocable  guaranty and shall
remain in full force and effect and be binding upon the undersigned, and each of
the undersigned's successors and assigns, until all of the Obligations have been
paid in full and Laurus'  obligation to extend credit  pursuant to the Documents
has been irrevocably terminated. If any of the present or future Obligations are
guarantied  by  persons,   partnerships  or  corporations  in  addition  to  the
undersigned,  the  death,  release  or  discharge  in  whole  or in  part or the
bankruptcy, merger, consolidation,  incorporation, liquidation or dissolution of
one or more of them  shall  not  discharge  or  affect  the  liabilities  of any
undersigned under this Guaranty.

      10. Recapture.  Anything in this Guaranty to the contrary notwithstanding,
if Laurus  receives  any  payment or  payments  on  account  of the  liabilities
guaranteed   hereby,   which  payment  or  payments  or  any  part  thereof  are
subsequently invalidated,  declared to be fraudulent or preferential,  set aside
and/or  required to be repaid to a trustee,  receiver,  or any other party under
any Insolvency Law, common law or equitable doctrine,  then to the extent of any
sum not


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<PAGE>

finally  retained by Laurus,  the  undersigned's  obligations to Laurus shall be
reinstated  and this  Guaranty  shall  remain in full  force and  effect  (or be
reinstated) until payment shall have been made to Laurus, which payment shall be
due on demand.

      11. Books and Records. The books and records of Laurus showing the account
between  Laurus and Debtor  shall be  admissible  in  evidence  in any action or
proceeding and shall constitute prima facie proof thereof.

      12. No Waiver. No failure on the part of Laurus to exercise,  and no delay
in exercising,  any right,  remedy or power  hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise by Laurus of any right, remedy
or power  hereunder  preclude  any other or future  exercise  of any other legal
right, remedy or power. Each and every right, remedy and power hereby granted to
Laurus or  allowed  it by law or other  agreement  shall be  cumulative  and not
exclusive of any other, and may be exercised by Laurus at any time and from time
to time.

      13. Waiver of Jury Trial.  EACH OF THE UNDERSIGNED DOES HEREBY  KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY  WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR
PROCEEDING  BASED ON OR WITH RESPECT TO THIS GUARANTY OR ANY OF THE TRANSACTIONS
CONTEMPLATED  HEREBY OR RELATING OR  INCIDENTAL  HERETO.  THE  UNDERSIGNED  DOES
HEREBY  CERTIFY  THAT NO  REPRESENTATIVE  OR AGENT OF  LAURUS  HAS  REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT LAURUS WOULD NOT, IN THE EVENT OF LITIGATION,  SEEK
TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.

      14. Governing Law;  Jurisdiction;  Amendments.  THIS INSTRUMENT  CANNOT BE
CHANGED OR TERMINATED ORALLY,  AND SHALL BE GOVERNED,  CONSTRUED AND INTERPRETED
AS TO VALIDITY,  ENFORCEMENT  AND IN ALL OTHER  RESPECTS IN ACCORDANCE  WITH THE
LAWS OF THE STATE OF NEW YORK WITHOUT  HAVING  EFFECT TO PRINCIPLES OF CONFLICTS
OF LAWS.  EACH OF THE UNDERSIGNED  EXPRESSLY  CONSENTS TO THE  JURISDICTION  AND
VENUE OF THE SUPREME COURT OF THE STATE OF NEW YORK,  COUNTY OF NEW YORK, AND OF
THE UNITED STATES  DISTRICT COURT FOR THE SOUTHERN  DISTRICT OF NEW YORK FOR ALL
PURPOSES IN CONNECTION  HEREWITH.  ANY JUDICIAL  PROCEEDING  BY THE  UNDERSIGNED
AGAINST LAURUS INVOLVING,  DIRECTLY OR INDIRECTLY ANY MATTER OR CLAIM IN ANY WAY
ARISING OUT OF,  RELATED TO OR CONNECTED  HEREWITH  SHALL BE BROUGHT ONLY IN THE
SUPREME COURT OF THE STATE OF NEW YORK,  COUNTY OF NEW YORK OR THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN  DISTRICT OF NEW YORK.  EACH OF THE  UNDERSIGNED
WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION  INSTITUTED  HEREON
AND SHALL NOT ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION OR VENUE OR BASED
UPON FORUM NON CONVENIENS.

      15. Severability. To the extent permitted by applicable law, any provision
of this Guaranty which is prohibited or unenforceable in any jurisdiction shall,
as to such  jurisdiction,  be ineffective  to the extent of such  prohibition or
unenforceability  without  invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.


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<PAGE>

      16. Amendments,  Waivers.  No amendment or waiver of any provision of this
Guaranty nor consent to any departure by the undersigned  therefrom shall in any
event be effective  unless the same shall be in writing  executed by each of the
undersigned directly affected by such amendment and/or waiver and Laurus.

      17. Notice. All notices,  requests and demands to or upon the undersigned,
shall be in writing and shall be deemed to have been duly given or made (a) when
delivered,  if by hand, (b) three (3) days after being sent, postage prepaid, if
by  registered  or certified  mail,  (c) when  confirmed  electronically,  if by
facsimile,  or (d) when delivered, if by a recognized overnight delivery service
in each event,  to the numbers and/or address set forth beneath the signature of
the undersigned.

      18.  Successors.  Laurus  may,  from time to time,  without  notice to the
undersigned,  sell, assign,  transfer or otherwise dispose of all or any part of
the  Obligations  and/or  rights  under  this  Guaranty.  Without  limiting  the
generality of the foregoing,  Laurus may assign, or grant participations to, one
or more banks,  financial  institutions or other entities all or any part of any
of the  Obligations.  In each such event,  Laurus,  its  Affiliates and each and
every immediate and successive purchaser,  assignee, transferee or holder of all
or any part of the Obligations shall have the right to enforce this Guaranty, by
legal action or  otherwise,  for its own benefit as fully as if such  purchaser,
assignee,  transferee  or holder  were  herein by name  specifically  given such
right.  Laurus shall have an  unimpaired  right to enforce this Guaranty for its
benefit  with respect to that  portion of the  Obligations  which Laurus has not
disposed of, sold, assigned, or otherwise transferred.

      19.  Joinder.  It is understood  and agreed that any person or entity that
desires to become a Guarantor hereunder, or is required to execute a counterpart
of this  Guaranty  after the date  hereof  pursuant to the  requirements  of any
Document,  shall become Guarantor hereunder by (x) executing a Joinder Agreement
in form and substance satisfactory to Laurus, (y) delivering supplements to such
exhibits and annexes to such  Documents as Laurus shall  reasonably  request and
(z) taking all actions as specified in this Guaranty as would have been taken by
such such Guarantor had it been an original party to this Guaranty, in each case
with  all  documents  required  above to be  delivered  to  Laurus  and with all
documents and actions required above to be taken to the reasonable  satisfaction
of Laurus.

      20. Release.  Nothing except cash payment in full of the Obligations shall
release any of the undersigned from liability under this Guaranty; provided that
this  Guaranty  shall be  released  upon the  provision  by  Laurus  of  written
confirmation  to the Debtor that (x) all  indebtedness  obligations  owed by the
Debtor or any Guarantor to Laurus have been repaid in full  (including,  without
limitation,  all  principal,  interest  and fees  related  to the Note any other
indebtedness  outstanding  at  such  time  and  owed  to  Laurus)  and  (y)  all
commitments  by Laurus to fund any  indebtedness  have been  terminated in their
entirety.

      21.  Limitation of  Obligations  under this  Guaranty.  Each Guarantor and
Laurus (by its acceptance of the benefits of this Guaranty) hereby confirms that
it is its intention that this Guaranty not  constitute a fraudulent  transfer or
conveyance  for  purposes  of  the  Bankruptcy  Code,  the  Uniform   Fraudulent
Conveyance Act of any similar  Federal or state law. To effectuate the foregoing
intention, each Guarantor and Laurus (by its acceptance of the benefits of this


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Guaranty)  hereby  irrevocably  agrees that the  Obligations  guaranteed by such
Guarantor  shall be limited to such amount as will,  after giving effect to such
maximum  amount and all other  (contingent  or  otherwise)  liabilities  of such
Guarantor  that are  relevant  under  such laws and after  giving  effect to any
rights to  contribution  pursuant to any  agreement  providing  for an equitable
contribution  among such  Guarantor  and the other  Guarantors  (including  this
Guaranty),  result in the  Obligations of such Guarantor  under this Guaranty in
respect of such  maximum  amount  not  constituting  a  fraudulent  transfer  or
conveyance.

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      IN WITNESS  WHEREOF,  this Guaranty has been  executed by the  undersigned
this 10th day of March, 2005.

                                      COMPLETE INVESTMENT MANAGEMENT INC. OF
                                      PHILADELPHIA

                                      By:
                                              ----------------------------------
                                      Name:
                                              ----------------------------------
                                      Title:
                                              ----------------------------------

                                      Address:   100 Gibralter Road, Suite 101,
                                                 Horsham PA 19044

                                      Telephone: 215 441 5800
                                      Facsimile: 215 441 5843
                                      State of Incorporation: Pennsylvania


                                      PENSION ADMINISTRATION SERVICES, INC.

                                      By:
                                              ----------------------------------
                                      Name:
                                              ----------------------------------
                                      Title:
                                              ----------------------------------


                                      Address:   100 Gibralter Road, Suite 101,
                                                 Horsham PA 19044

                                      Telephone: 215 441 5800
                                      Facsimile: 215 441 5843
                                      State of Incorporation: Pennsylvania


                                      MD BLUESTEIN, INC.

                                      By:
                                              ----------------------------------
                                      Name:
                                              ----------------------------------
                                      Title:
                                              ----------------------------------

                                      Address:   100 Gibralter Road, Suite 101,
                                                 Horsham PA 19044

                                      Telephone: 215 441 5800
                                      Facsimile: 215 441 5843
                                      State of Incorporation: Pennsylvania


                                      DUNCAN CAPITAL FINANCIAL GROUP, INC.

                                      By:
                                      Name:
                                      Title:

                                      Address: 830 Third Avenue, 14th Floor,
                                               NY NY 10022

                                      Telephone: 212 581 5850
                                      Facsimile: 212 922 2081
                                      State of Incorporation: Delaware


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