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EXHIBIT 10.26

                               GUARANTY OF PAYMENT


GUARANTY  dated as of September  30,  2002,  made by  CHRISTOPHER  J. CAREY (the
"Guarantor"),  in favor of UNITEDTRUST  BANK,  having an office at 1130 Route 22
East, P.O. Box 6000, Bridgewater, New Jersey 08807 (the "Bank").

Stronghold  Technologies,   Inc.,  a  New  Jersey  Corporation,  and  Stronghold
Technologies,  Inc., a Nevada Corporation (together the "Borrower"),  desires to
obtain  loans or other  financial  accommodations  from  the  Bank.  The Bank is
unwilling to extend the  accommodations  unless it receives this  Guaranty.  The
Guarantor  wishes the  accommodations  to be made and will derive advantage from
such accommodations.

Accordingly,  to  induce  the Bank,  in its  discretion,  to make such  loans or
accommodations:

Section 1. Guaranty. The Guarantor hereby unconditionally guarantees to the Bank
the prompt  payment,  when due,  whether by  acceleration  or otherwise,  of all
present  or future  obligations  or  liabilities  of the  Borrower  to the Bank,
whether now  existing  or arising  after the date of this  Guaranty,  secured or
unsecured, absolute or contingent,  together with all modifications,  extensions
or renewals of the obligations or liabilities.  This Guaranty covers obligations
and  liabilities  incurred by the Borrower in any capacity  (including as maker,
endorser,  guarantor,  accommodation  party or otherwise)  and also includes the
amount  of any  payment  made by the  Borrower  to the  Bank  which  payment  is
rescinded  or must  otherwise  be  returned by the Bank upon the  insolvency  or
bankruptcy of the Borrower.  This Guaranty  covers  obligations  and liabilities
incurred by the Borrower under any  indemnification  provisions set forth in the
documents  evidencing  and  securing  such  obligations  and  liabilities.  Such
obligations  and  liabilities,  together  with  interest  and all  fees,  costs,
expenses,  attorneys' fees and other costs of collection incurred or paid by the
Bank, are together referred to as the "Indebtedness". This Guaranty replaces and
supercedes the Commercial  Guaranty dated November 1, 2001 from the Guarantor in
favor of the Bank.

Section  2.  Guaranty  Absolute.  The  Guarantor  will pay all  Indebtedness  in
accordance with its terms. The liability of the Guarantor under this Guaranty is
absolute and unconditional irrespective of:

(i) any lack of validity or enforceability of any documents evidencing (or
relating) to the Indebtedness;

(ii) any change in the time, manner,  place or amount of payment or in any other
term of all or any of the  Indebtedness,  or any other amendment or waiver of or
any consent to departure from the terms of the Indebtedness;

(iii) any exchange, release or non-perfection of any collateral or lien securing
all or any part of the Indebtedness,  which exchange,  release or non-perfection
the Guarantor expressly agrees will not be deemed an unjustifiable impairment of
the collateral;

(iv) any  release or  amendment  or waiver of or consent to  departure  from any
other guaranty, for all or any part of the Indebtedness;

(v) any settlement or compromise with any Borrower or any other person relating
to the Indebtedness; or



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(vi)  any  other  circumstances  which  might  otherwise  constitute  a  defense
available to, or a discharge of, any Borrower in respect of the  Indebtedness or
the Guarantor in respect of this Guaranty.

This Guaranty will continue to be effective,  or be reinstated,  as the case may
be, if at any time any of the  Indebtedness  is rescinded  or must  otherwise be
returned  by the Bank upon the  insolvency  or  bankruptcy  of any  Borrower  or
otherwise, all as though such payment had not been made.

Section 3. Waiver. The Guarantor waives presentment,  demand, diligence,  notice
of  acceptance  and any other  notice  with  respect to any of the  Indebtedness
and/or this Guaranty and any requirement that the Bank exhaust any right or take
any action against the Borrower or any other person or entity or any collateral.

Section 4. Subrogation,  Reimbursement  and Indemnity.  The Guarantor waives (a)
ail right to seek  reimbursement  or indemnity  from the  Borrower,  and (b) any
right to subrogation it may have or acquire as result of performance  under this
Guaranty.

Section 5. Representation and Warranties. The Guarantor represents and warrants:

(a) The  execution  and  delivery of this  Guaranty and the  performance  of its
obligations under this Guaranty have been authorized by all necessary action.

(b)  No  authorization,   or  registration   with,  any  court  or  governmental
department,  commission,  agency or instrumentality,  is or will be necessary to
the valid execution, delivery or performance of the Guaranty.

(c) This Guaranty  constitutes  the legal,  valid and binding  obligation of the
Guarantor, enforceable against the Guarantor in accordance with its terms.

(d) The Guarantor has made whatever  inquiry into the financial or other affairs
of the Borrower,  and the terms of any  Indebtedness,  as it deems  necessary or
desirable  prior to executing  this  Guaranty and has not relied on the Bank for
any such information.

(e) The Guarantor shall provide the Bank with any and all financial  information
and/or financial statements as requested by the Bank, including annual financial
statements  and manually  signed copies of federal and state tax returns,  which
shall be satisfactory to the Bank.

(f) The  Guarantor  has not and will  not,  without  the  Bank's  prior  written
consent,  sell,  lease,  assign,  encumber,  hypothecate,  transfer or otherwise
dispose of all or substantially  all of the Guarantor's  assets, or any interest
therein.

Section 6.  Acceleration.  The Guarantor  agrees that, if the maturity of any of
the  Indebtedness  i3  accelerated,  by bankruptcy or otherwise,  as against the
Borrower, the maturity shall also be deemed accelerated for the purposes of this
Guaranty, and without demand on or notice to the Guarantor.

Section 7. Amendments, etc. This Guaranty represents the entire agreement of the
parties. No amendment or waiver of any provision nor consent to departure by the
Guarantor  from any  provision is effective  unless in writing and signed by the
Bank,




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and then the waiver or consent  will be effective  only in the special  instance
and for the specific purpose given.

Section 8. Notices.  All notices required or permitted under this Guaranty shall
be given to the parties at the address  stated in this Guaranty (or at any other
address a party may  designate)  in writing,  sent by first class mail,  postage
prepaid, and is deemed complete upon mailing.

Section 9. No Waiver;  Remedies. No failure on the part of the Bank to exercise,
and no delay in  exercising,  any right under this  Guaranty  shall operate as a
waiver of such  right,  nor shall any  single or partial  exercise  of any right
preclude any further  exercise of such right or of any other right. All remedies
provided in this  Guaranty  and in any  document  evidencing  or relating to any
Indebtedness are cumulative.

Section 10. Right of Set-off;  Security  Interest.  On the occurrence and during
the continuance of any default under the Indebtedness, the Bank is authorized at
any time,  without  notice to the  Guarantor  to set off and apply to any unpaid
Indebtedness:  (a) any  amounts  which  the Bank  from  time to time may owe the
Guarantor,  including  any balance or share of any  general or special  deposit,
certificate of deposit, savings certificates or other account (regardless of the
source  or  intended  use of any  funds  in such  account)  , and (b) any  other
property,  tangible or  intangible,  owned by or in which the  Guarantor  has an
interest  which  may be in the  possession  or  control  of the  Bank,  in which
accounts and other property the Guarantor  grants the Bank a security  interest.
This  right  is in  addition  to and  not in  limitation  of any  other  rights,
including of set-off, which the Bank may have by law.

Section 11.  Continuing  Guaranty;  Assignment.  This  Guaranty is a  continuing
guaranty and will:  (a) remain in full force and effect until payment in full of
the Indebtedness  and all other amounts payable under this Guaranty,  (b) extend
to and cover  every  modification,  waiver,  extension  or  renewal of and every
obligation  accepted in substitution for, the Indebtedness,  (c) be binding upon
the  Guarantor,  its successors and assigns and; (d) inure to the benefit of and
be enforceable by the Bank and its successors, transferees and assigns.

Section 12. Other  Guarantors.  The  obligations  of each  Guarantor  under this
Guaranty shall be joint and several as to each other and all other guarantors of
the  Indebtedness.  This Guaranty shall not be impaired or affected in anyway as
to  the  Guarantor  by  any  termination,   revocation,  release,  modification,
discharge  or  substitution  of  collateral  or  changes as to any or all of the
liabilities or undertakings of any other guarantor.

Section 13.  Guaranty  Not  Modified  By  Bankruptcy.  Neither  the  Guarantor's
obligation in accordance with the terms of this Guaranty, nor any remedy for the
enforcement,  nor  the  amount  of the  Indebtedness  of the  Borrower  will  be
impaired,  modified,  or  limited in any manner  whatsoever  by any  impairment,
modification,  discharge,  limitation of the Indebtedness of the Borrower or its
estate in  bankruptcy  or any remedy  for the  enforcement,  resulting  from the
operation  of any  present or future  provision  of the  Bankruptcy  Code of the
United States or other statute,  or from the decision of any court  interpreting
any of the same, and each Guarantor is obligated under this Guaranty. The amount
of the Indebtedness will, for the purposes of this Guaranty, be determined



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As if no such  impairment,  stay,  modification,  discharge,  or limitation  had
occurred.

Section 14.  Governing  Law. This Guaranty will be governed by, and construed in
accordance  with,  the laws of the  State of New  Jersey.  In the event the Bank
brings any action  hereunder in any court of record of New Jersey or the Federal
Government, the Guarantor consents to and confers personal jurisdiction over the
Guarantor by such court or courts and agrees that service of process may be made
upon the Guarantor by mailing a copy of such process to the Guarantor.

Section 15.  Waiver of Jury Trial.  THE  GUARANTOR  WAIVES  TRIAL BY JURY IN ANY
ACTION  UNDER  OR  RELATING  TO THIS  GUARANTY  AND TO THE  INDEBTEDNESS  OF THE
BORROWER TO THE BANK.





Witness:


/s/ Robert L. Birkhahn                               /s/ Christopher J. Carey
-------------------------------                      --------------------------
Robert L. Birkhahn                                   Christopher J. Carey

                                                     Address:

                                                     450 Claremont Road
                                                     Bernarsdville, NJ  07925


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