SUBSIDIARY
      GUARANTY 

     

    To:
      Atlantic Professional Association, Inc., as Agent for
      Purchasers

     

    New
      York, New York July 19, 2006

     

    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 Purchasers, as defined in
      the
      Securities Purchase Agreement described below (each a "Purchaser" and together
      the "Purchasers") to or for the account of friendlyway Corporation, a Nevada
      corporation ("Debtor"), from time to time and at any time and for other good
      and
      valuable consideration and to induce the Purchasers, in their 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 the Purchasers or the Agent, as defined in the Securities
      Purchase Agreement, may deem advisable, 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 the Purchasers, their 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 the Purchasers and of all instruments of any nature evidencing or
      relating to any such obligations and liabilities upon which Debtor is or may
      become liable to the Purchasers, whether incurred by Debtor as maker, endorser,
      drawer, acceptor, guarantor, 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 the Purchasers, whether arising
      under, out of, or in connection with (i) that certain Securities Purchase
      Agreement dated as of the date hereof by and between Debtor and the Purchasers
      (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 Debtor to the Purchasers or the Agent, 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: 


    
      
        
        

      

      
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    1.
      No
      Impairment.
      The
      Agent, on behalf of the Purchasers and if authorized to do so pursuant to the
      terms of the Documents, 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 enter into 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 for any modification of the terms thereof or of any
      agreement between the Purchasers, Debtor and/or the Agent or any such other
      party or person, or make any election of rights the Purchasers 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.
      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 the
      Purchasers or Agent to induce the undersigned to enter into this Guaranty and
      (ii) any extension of credit to 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 the Purchasers, the Agent or their assignees or any acceptance
      thereof or any release of any security by the Purchasers, the Agent or their
      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 the Purchasers shall bear interest
      until
      such amounts are paid in full at the highest rate then applicable to the
      Obligations. 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. The Agent, acting
      on
      behalf of the Purchasers, 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 them to secure any of the Obligations as a condition precedent
      to the undersigned being obligated to perform as agreed herein and each
      Guarantor hereby waives any and all rights which it may have by statute or
      otherwise which would require the Agent or the Purchasers to do any of the
      foregoing. Each Guarantor further consents and agrees that the Agent, acting
      on
      behalf of the Purchasers, 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
      which the undersigned may have or which may exist between and among the
      Purchasers, the Agent, 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. 

     

    (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.



    
      
        
        

      

      
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    (c)
      Notwithstanding any payment or payments made by the undersigned hereunder,
      or
      any setoff or application of funds of the undersigned by the Purchasers, the
      undersigned shall not be entitled to be subrogated to any of the rights of
      the
      Purchasers or the Agent against Debtor or against any collateral or guarantee
      or
      right of offset held by the Purchasers or Agent 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 the Purchasers by Debtor
      on
      account of the Obligations are paid in full. 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,
      such amount shall be held by the undersigned in trust for the Purchasers,
      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 the Purchasers or Agent in the exact form received by the undersigned
      (duly endorsed by the undersigned to the Purchasers or Agent, if required),
      to
      be applied against the Obligations, whether matured or unmatured, in such order
      as the Agent may determine, subject to the provisions of the Documents. Any
      and
      all present and future debts and 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 the Purchasers. 

     

    4.
      Security.
      All
      sums at any time to the credit of the undersigned and any property of the
      undersigned in the Agent’s 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, the Agent (each such entity, an "Affiliate") shall be deemed held by
      Agent
      on behalf of the Purchasers or such Affiliate, as the case may be, as security
      for any and all of the undersigned's obligations to the Purchasers and to any
      Affiliate of the Purchasers, no matter how or when arising and whether under
      this or any other instrument, agreement or otherwise. In addition, this Guaranty
      is secured by that certain Security Agreement as of even date herewith in favor
      of the Purchasers.

     

    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.



    
      
        
        

      

      
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    (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
      which 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 the Purchasers on any of its property or assets pursuant to the provisions
      of
      any of the foregoing, which, in any of the foregoing cases, would 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 would
      not reasonably be expected to have, either individually or in the aggregate,
      a
      Material Adverse Effect. 

     

    (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, would 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 Debtor to the Purchasers. 

     

    6.
      Acceleration.
      

     

    (a)
      If
      any breach of any covenant or condition or other event of default shall occur
      and be continuing under any agreement made by Debtor or any of the undersigned
      to the Purchasers or the Agent, or either Debtor or any of the undersigned
      should at any time become insolvent, or make a general assignment, or if a
      proceeding in or under any insolvency law shall be filed or commenced by, or
      in
      respect of, any of the undersigned, or if a notice of any lien, levy, or
      assessment is filed of record with respect to any assets of any of the
      undersigned by the United States of America or any department, agency, or
      instrumentality thereof, or if any taxes or debts owing at any time or times
      hereafter to any one of them becomes a lien or encumbrance upon any assets
      of
      the undersigned in the Agent’s possession, or otherwise, any and all Obligations
      shall for purposes hereof, at the Agent’s option, be deemed due and payable
      without notice notwithstanding that any such Obligation is not then due and
      payable by Debtor. 


    
      
        
        

      

      
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    (b)
      Each
      of the undersigned will promptly notify the Agent 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 and, if
      such an event occurs, the Agent shall have the right to accelerate such
      undersigned's obligations hereunder. 

     

    7.
      Payments
      from Guarantors.
      The
      Agent, 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
      reasonable expenses for legal services of every kind) relating or incidental
      to
      the enforcement or protection of the rights of the Purchasers or Agent 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 the Purchasers'
      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 the Purchasers
      or
      Agent receive 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 finally retained by the Purchasers or Agent, the undersigned's obligations
      to the Purchasers shall be reinstated and this Guaranty shall remain in full
      force and effect (or be reinstated) until payment shall have been made to the
      Purchasers or Agent, which payment shall be due on demand. 

     

    11.
      Books
      and Records.
      The
      books and records of the Agent showing the account between the Purchasers and
      Debtor shall be admissible in evidence in any action or proceeding, shall be
      binding upon the undersigned for the purpose of establishing the items therein
      set forth and shall constitute prima facie proof thereof. 

     

    
      
        
        

      

      
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    12.
      No
      Waiver.
      No
      failure on the part of the Purchasers or Agent 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 the Purchasers or Agent
      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 the Purchasers or allowed them by law or other agreement
      shall
      be cumulative and not exclusive of any other, and may be exercised by the
      Purchasers or Agent 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 THE PURCHASERS HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE
      PURCHASERS 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 THE PURCHASERS OR AGENT 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. THE UNDERSIGNED FURTHER CONSENTS THAT ANY
      SUMMONS, SUBPOENA OR OTHER PROCESS OR PAPERS (INCLUDING, WITHOUT LIMITATION,
      ANY
      NOTICE OR MOTION OR OTHER APPLICATION TO EITHER OF THE AFOREMENTIONED COURTS
      OR
      A JUDGE THEREOF) OR ANY NOTICE IN CONNECTION WITH ANY PROCEEDINGS HEREUNDER,
      MAY
      BE SERVED INSIDE OR OUTSIDE OF THE STATE OF NEW YORK OR THE SOUTHERN DISTRICT
      OF
      NEW YORK BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, OR BY
      PERSONAL SERVICE PROVIDED A REASONABLE TIME FOR APPEARANCE IS PERMITTED, OR
      IN
      SUCH OTHER MANNER AS MAY BE PERMISSIBLE UNDER THE RULES OF SAID COURTS. 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. 

     

    
      
        
        

      

      
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    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. 

     

    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 the Agent. 

     

    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.
      Becoming
      a Guarantor.
      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
      a Guarantor hereunder by (x) executing a Joinder Agreement in form and substance
      satisfactory to the Agent, (y) delivering supplements to such exhibits and
      annexes to such Documents as the Agent shall reasonably request and (z) taking
      all actions as specified in this Guaranty as would have been taken by such
      Guarantor had it been an original party to this Guaranty, in each case with
      all
      documents required above to be delivered to the Agent and with all documents
      and
      actions required above to be taken to the reasonable satisfaction of the Agent.
      

     

    19.
      Release.
      Nothing
      except cash payment in full of the Obligations shall release any of the
      undersigned from liability under this Guaranty. 

     

    20.
      Limitation
      of Obligations under this Guaranty.
      Each
      Guarantor and the Purchasers (by their acceptance of the benefits of this
      Guaranty) hereby confirm that it is their intention that this Guaranty not
      constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy
      Code, the Uniform Fraudulent Conveyance Act or any similar Federal or state
      law.
      To effectuate the foregoing intention, each Guarantor and the Purchasers (by
      their acceptance of the benefits of this Guaranty) hereby irrevocably agree
      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. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    [REMAINDER
      OF THIS PAGE IS BLANK. 

     

    SIGNATURE
      PAGE IMMEDIATELY FOLLOWS.] 


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, this Guaranty has been executed by the undersigned this
      19th
      day of
      July, 2006. 

     

    
      	FRIENDLYWAY TECHNOLOGIES,
              INC. 	 	 
	 	 	 	 
	 	 	 	 
	By:	/S/
              KEN UPCRAFT  	 	 
	
            	
              
Kenneth
              Upcraft, President &
              CEO  	 	
            
	 	 	 	
            
	 	 	 	 
	PANTEL
              FINANCIAL CENTERS, INC.   	 	 
	 	 	 	 
	 	 	 	 
	By: 	/S/ KEN UPCRAFT  	 	 
	 	
              

              Kenneth
                Upcraft, President & CEO 

            	 	 
	 	 	 	 
	 	 	 	 
	PANTEL SYSTEMS,
              INC.   	 	 
	 	 	 
	 	 	 
	By:  	/S/ KEN UPCRAFT  	 	 
	 	
              
Kenneth
              Upcraft, President & CEO  	 	 


    

     

    
      
        
        

      

      
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