EXHIBIT 10.19




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                                LIMITED GUARANTY
                                ----------------
                             (Robert C. Shreve, Jr.)

         THIS LIMITED GUARANTY  ("Guaranty")is  made as of the 10th day of July,
2000,  by  Guarantor  (as  hereinafter  defined)  for the  benefit  of Bank  (as
hereinafter defined).

         1.  Definitions.  As used in this Guaranty,  the following  terms shall
have the meanings indicated below:

                  (a) The term  "Bank"  shall  mean  BANK ONE,  TEXAS,  NATIONAL
         ASSOCIATION, whose address for notice purposes is the following:

                              Bank One, Texas, N.A.
                           1717 Main Street, 4th Floor
                       Dallas, Dallas County, Texas 75201
                             Attn: Reed V. Thompson

                  (b) The term  "Borrower"  (whether one or more) shall mean the
         following:

                    Avatar Systems, Inc., a Texas corporation

                  (c) The term  "Guarantor"  shall mean Robert C.  Shreve,  Jr.,
         whose address for notice purposes is the following:

                            c/o Avatar Systems, Inc.
                           5728 LBJ Freeway, Suite 270
                               Dallas, Texas 75240
                           Telefax No.: (972) 720-1900

                  (d) The  term  "Guaranteed  Indebtedness"  shall  mean (i) all
         principal  indebtedness  owing  by  Borrower  to Bank now  existing  or
         hereafter  arising  under or  evidenced  by that  certain  Amended  and
         Restated Loan Agreement  dated as of even date herewith and executed by
         and between Borrower and Bank ("Loan Agreement");  (ii) all accrued but
         unpaid   interest   on  any  of  the   indebtedness   owing  under  the
         instrument(s)  or  agreement(s)  described  in  (i)  above,  (iii)  all
         obligations  of  Borrower  to  Bank  under  any  documents  evidencing,
         securing,  governing  and/or  pertaining  to  all or  any  part  of the
         indebtedness  described  in (i) and  (ii)  above,  (iv) all  costs  and
         expenses  incurred  by Bank  in  connection  with  the  collection  and
         administration  of all or any part of the  indebtedness and obligations
         described  in  (i),   (ii)  and  (iii)  above  or  the   protection  or
         preservation of, or realization  upon, the collateral  securing all, or
         any  part of  such  indebtedness  and  obligations,  including  without
         limitation  all  reasonable  attorneys'  fees,  and (v)  all  renewals,
         extensions,  modifications  and  rearrangements of the indebtedness and
         obligations described in (i), (ii), (iii) and (iv) above.

         2.  Obligations.  As an  inducement  to Bank to  enter  into  the  Loan
Agreement  or  extend  or  continue  to  extend   credit  and  other   financial
accommodations  to  Borrower,   Guarantor,   for  value  received,  does  hereby
unconditionally  and  absolutely  guarantee  the  prompt  and full  payment  and
performance of the Guaranteed Indebtedness when due or declared to be due and at
all times thereafter;  provided, however, Guarantor's obligation hereunder shall
be  limited  to an  amount  equal  to the  greater  of  (a)  the  percentage  of
Guarantor's  ownership  interest in Borrower (as of the time that demand is made
upon  Guarantor)  multiplied  by the  Guaranteed  Indebtedness,  and (b)  twenty
percent (20%) of the Guaranteed Indebtedness.

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         3. Character of Obligations.

                  (a) This is an absolute, continuing and unconditional Guaranty
         of  payment  and not of  collection  and if at any time or from time to
         time there is no outstanding Guaranteed  Indebtedness,  the obligations
         of the Guarantor with respect to any and all Guaranteed Indebtedness of
         Borrower  to Bank  incurred  thereafter  shall  not be  affected.  This
         Guaranty and the Guarantor's  obligations hereunder are irrevocable and
         in the event of Guarantor's  death,  shall be binding upon  Guarantor's
         estate  pursuant  to  paragraph  10  herein.   All  of  the  Guaranteed
         Indebtedness  shall  be  conclusively  presumed  to have  been  made or
         acquired in acceptance  hereof.  Guarantor  shall be primarily  liable,
         jointly and severally,  with Borrower and any other guarantor of all or
         any part of the Guaranteed Indebtedness.

                  (b) Bank may, at its sole discretion and without impairing its
         right hereunder, apply any payments on the Guaranteed Indebtedness that
         Bank receives to that portion of the Guaranteed  Indebtedness,  if any,
         not guaranteed hereunder.

                  (c) Guarantor  agrees that Guarantor's  obligations  hereunder
         shall not be released, diminished, impaired, reduced or affected by the
         existence of any other  guaranty or the payment by any other  guarantor
         of all or any part of the  Guaranteed  Indebtedness  and,  in the event
         paragraph 2 above partially limits  Guarantor's  obligations under this
         Guaranty,  Guarantor's  obligations hereunder shall continue until Bank
         has received payment in full of the Guaranteed Indebtedness.

                  (d) Guarantor's  obligations  hereunder shall not be released,
         diminished,  impaired,  reduced or affected by, nor shall any provision
         contained  herein be  deemed to be a  limitation  upon,  the  amount of
         credit  which Bank may extend to Borrower,  the number of  transactions
         between  Bank and  Borrower,  payments  by  Borrower  to Bank or Bank's
         allocation of payments by Borrower.

         4.  Representations  and Warranties.  Guarantor  hereby  represents and
warrants the following to Bank:

                  (a) Guarantor is a stockholder of Borrower,  and this Guaranty
         may  reasonably  be  expected  to  benefit,   directly  or  indirectly,
         Guarantor;

                  (b) Guarantor is familiar with, and has independently reviewed
         the books and records  regarding,  the financial  condition of Borrower
         and is familiar with the value of any and all collateral intended to be
         security  for  the  payment  of  all  or any  part  of  the  Guaranteed
         Indebtedness;  provided,  however,  Guarantor  is not  relying  on such
         financial  condition or  collateral as an inducement to enter into this
         Guaranty;

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                 (c) Guarantor has adequate  means to obtain from Borrower on a
         continuing  basis  information  concerning  the financial  condition of
         Borrower  and  Guarantor  is  not  relying  on  Bank  to  provide  such
         information to Guarantor either now or in the future;

                  (d) Guarantor has the power and authority to execute,  deliver
         and  perform  this  Guaranty  and  any  other  agreements  executed  by
         Guarantor contemporaneously  herewith, and the execution,  delivery and
         performance  of this  Guaranty  and any other  agreements  executed  by
         Guarantor  contemporaneously herewith does not and will not violate (i)
         any agreement or  instrument to which  Guarantor is a party or (ii) any
         law, rule,  regulation or order of any governmental  authority to which
         Guarantor is subject;

                  (e)   Neither   Bank  nor  any   other   party  has  made  any
         representation,  warranty or  statement to Guarantor in order to induce
         Guarantor to execute this Guaranty;

                  (f) The financial  statements and other financial  information
         regarding Guarantor  heretofore and hereafter delivered to Bank are and
         shall be true and correct in all material  respects and fairly  present
         the  financial  position of Guarantor as of the dates  thereof,  and no
         material  adverse  change has  occurred in the  financial  condition of
         Guarantor  reflected in the financial  statements  and other  financial
         information  regarding Guarantor heretofore delivered to Bank since the
         date of the last statement thereof, and

                  (g) As of the date  hereof,  and after  giving  effect to this
         Guaranty and the  obligations  evidenced  hereby,  (i) Guarantor is and
         will be solvent,  (ii) the fair saleable  value of  Guarantor's  assets
         exceeds and will continue to exceed Guarantor's liabilities (both fixed
         and contingent), and (iii) Guarantor is and will continue to be able to
         pay Guarantor's debts as they mature.

         5.  Covenants.  Guarantor  hereby  covenants  and  agrees  with Bank as
follows:

                  (a) Guarantor  shall not, so long as  Guarantor's  obligations
         under this Guaranty  continue,  transfer or pledge any material portion
         of Guarantor's assets for less than full and adequate consideration;

                  (b) Guarantor  shall promptly  furnish to Bank (i) at any time
         and from time to time such  financial  statements  and other  financial
         information of Guarantor as the Bank may require and (ii) within ninety
         (90) days after the end of each calendar  year,  or, if sooner,  within
         one year after the  delivery of a prior  personal  financial  statement
         acceptable to Bank, the personal financial statement of Guarantor, each
         in form and substance satisfactory to Bank;

                  (c)  Guarantor  shall comply with all terms and  provisions of
         the instruments and agreements  evidencing,  governing and securing all
         or any part of the Guaranteed Indebtedness that apply to Guarantor; and

                  (d) Guarantor shall promptly inform Bank of (i) any litigation
         or  governmental  investigation  against  Guarantor  or  affecting  any
         security  for all or any part of the  Guaranteed  Indebtedness  or this
         Guaranty which, if determined adversely,  might have a material adverse
         effect upon the financial  condition of Guarantor or upon such security
         or might cause a default  under any of the  instruments  or  agreements
         evidencing,  governing  or securing  all or any part of the  Guaranteed
         Indebtedness,  (ii) any claim or  controversy  which  might  become the
         subject of such litigation or governmental investigation, and (iii) any
         material adverse change in the financial condition of Guarantor.

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                 (e) Within  ten (10) days  after a request by Bank,  Guarantor
         shall  deliver cash (or other  collateral  acceptable  to Bank in their
         sole  and  absolute   discretion)   ("Cash   Collateral")  to  Bank  to
         collateralize  100%  of  the  Guaranteed  Indebtedness  (a  "Collateral
         Call").  Bank may request one or more Collateral Calls at any time, for
         any reason and  regardless of the existence of a default under the Loan
         Agreement or any other document.  The Cash Collateral  shall be held by
         Bank as security for the  Guaranteed  Indebtedness  and may. be applied
         against the Guaranteed  Indebtedness upon any default.  Guarantor shall
         execute and deliver such other documents as Bank shall request pursuant
         to a Collateral  Call.  Guarantors  obligation  under this paragraph to
         deliver  Cash  Collateral  shall be limited  to the  greater of (a) the
         percentage  of  Guarantor's  ownership  interest in Borrower (as of the
         time that demand is made upon  Guarantor)  multiplied by the Guaranteed
         Indebtedness,   and  (b)  twenty   percent  (20%)  of  the   Guaranteed
         Indebtedness.

         6. Consent and Waiver.

                  (a) Guarantor  waives (i) promptness,  diligence and notice of
         acceptance  of  this  Guaranty  and  notice  of  the  incurring  of any
         obligation, indebtedness or liability to which this Guaranty applies or
         may apply and waives  presentment  for payment,  notice of  nonpayment,
         protest,  demand,  notice of protest,  notice of intent to  accelerate,
         notice of  acceleration,  notice of dishonor,  diligence in enforcement
         and  indulgences of every kind, and (ii) the taking of any other action
         of Bank,  including without  limitation giving any notice of default or
         any other  notice  to, or making any  demand  on,  Borrower,  any other
         guarantor  of all or any  part of the  Guaranteed  Indebtedness  or any
         other party.

                  (b) Guarantor  waives any rights  Guarantor has under,  or any
         requirements  imposed by, Chapter 34 of the Texas Business and Commerce
         Code, as in effect on the date of this Guaranty or as it may be amended
         from time to time.

                  (c) Bank may at any time,  without the consent of or notice to
         Guarantor,  without  incurring  responsibility to Guarantor and without
         impairing,   releasing,   reducing  or  affecting  the  obligations  of
         Guarantor  hereunder:  (i) change the manner, place or terms of payment
         of all or any part of the Guaranteed  Indebtedness,  or renew,  extend,
         modify,   rearrange  or  alter  all  or  any  part  of  the  Guaranteed
         Indebtedness;  (ii) sell, exchange,  release,  surrender,  subordinate,
         realize upon or otherwise  deal with in any manner and in any order any
         collateral for all or any part of the Guaranteed  Indebtedness  or this
         Guaranty  or  setoff   against  all  or  any  part  of  the  Guaranteed
         Indebtedness;  (iii) neglect,  delay,  omit,  fail or refuse to take or
         prosecute  any  action  for the  collection  of all or any  part of the
         Guaranteed  Indebtedness  or this  Guaranty or to take or prosecute any
         action in  connection  with any  instrument  or  agreement  evidencing,
         governing or securing all or any part of the Guaranteed Indebtedness or
         this  Guaranty;  (iv)  exercise or refrain from  exercising  any rights
         against  Borrower or others,  or otherwise  act or refrain from acting;
         (v) settle or compromise all or any part of the Guaranteed Indebtedness
         and  subordinate  the  payment  of all or any  part  of the  Guaranteed
         Indebtedness  to  the  payment  of  any  obligations,  indebtedness  or
         liabilities  which may be due or  become  due to Bank or  others;  (vi)
         apply any deposit balance,  fund, payment,  collections through process
         of law or otherwise or other collateral of Borrower to the satisfaction
         and liquidation of the  indebtedness or obligations of Borrower to Bank
         not guaranteed  under this  Guaranty;  and (vii) apply any sums paid to
         Bank by Guarantor, Borrower or others to the Guaranteed Indebtedness in
         such order and manner as Bank, in its sole discretion, may determine.

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                  (d)  Notwithstanding  any  provision  in this  Guaranty to the
         contrary,  Guarantor  hereby waives and releases (i) any and all rights
         of subrogation,  reimbursement,  indemnification  or contribution which
         Guarantor may have,  after payment in full or in part of the Guaranteed
         Indebtedness,  against  others  liable  on  all  or  any  part  of  the
         Guaranteed  Indebtedness,  (ii) any and all rights to be  subrogated to
         the rights of Bank in any collateral or security for all or any part of
         the  Guaranteed  Indebtedness  after  payment in full or in part of the
         Guaranteed Indebtedness,  and (iii) any and all other rights and claims
         of such  Guarantor  against  Borrower or any third party as a result of
         such  Guarantor's  payment  of  all  or  any  part  of  the  Guaranteed
         Indebtedness.

                  (e) Should Bank seek to enforce the  obligations  of Guarantor
         hereunder  by action in any court or  otherwise.  Guarantor  waives any
         requirement, substantive or procedural, that (i) Bank first enforce any
         rights or  remedies  against  Borrower  or any  other  person or entity
         liable  to Bank  for all or any  part of the  Guaranteed  Indebtedness,
         including without  limitation that a judgment first be rendered against
         Borrower or any other person or entity,  or that  Borrower or any other
         person or entity  should be joined in such  cause,  or (ii) Bank  shall
         first enforce rights against any collateral  which shall ever have been
         given to secure all or any part of the Guaranteed  Indebtedness or this
         Guaranty.  Such waiver shall be without  prejudice to Bank's right,  at
         its option,  to proceed against Borrower or any other person or entity,
         whether by separate action or by joinder.

                  (f) In addition to any other waivers, agreements and covenants
         of Guarantor  set forth herein,  Guarantor  hereby  further  waives and
         releases all claims, causes of action, defenses and offsets for any act
         or   omission   of   Bank,   its   directors,    officers,   employees,
         representatives  or agents in connection with Bank's  administration of
         the Guaranteed  Indebtedness,  except for Bank's willful misconduct and
         gross negligence.

         7. Obligations Not Impaired.

                  (a) Guarantor  agrees that Guarantor's  obligations  hereunder
         shall not be released, diminished, impaired, reduced or affected by the
         occurrence of any one or more of the following  events:  (i) the death,
         disability or lack of corporate power of Borrower, Guarantor (except as
         provided in paragraph  10 herein) or any other  guarantor of all or any
         part of the Guaranteed Indebtedness, (ii) any receivership, insolvency,
         bankruptcy or other proceedings  affecting  Borrower,  Guarantor or any
         other guarantor of all or any part of the Guaranteed  Indebtedness,  or
         any of their respective property; (iii) the partial or total release or
         discharge of Borrower or any other  guarantor of all or any part of the
         Guaranteed  Indebtedness,  or any  other  person  or  entity  from  the
         performance of any obligation  contained in any instrument or agreement
         evidencing,  governing.  or securing all or any part of the  Guaranteed
         Indebtedness, whether occurring by reason of law or otherwise; (iv) the
         taking  or  accepting  of any  collateral  for  all or any  part of the
         Guaranteed  Indebtedness or this Guaranty;  (v) the taking or accepting
         of  any  other   guaranty  for  all  or  any  part  of  the  Guaranteed
         Indebtedness;  (vi) any failure by Bank to acquire, perfect or continue
         any lien or security interest on collateral securing all or any part of
         the Guaranteed  Indebtedness or this Guaranty;  (vii) the impairment of
         any collateral securing all or any part of the Guaranteed  Indebtedness
         or this  Guaranty;  (viii) any  failure by Bank to sell any  collateral
         securing  all or  any  part  of the  Guaranteed  Indebtedness  or  this
         Guaranty in a commercially  reasonable manner or as otherwise  required
         by law;  (ix)  any  invalidity  or  unenforceability  of or  defect  or
         deficiency  in any  instrument  or agreement  evidencing,  governing or
         securing  all or  any  part  of the  Guaranteed  Indebtedness  or  this
         Guaranty;   or  (x)  any  other  circumstances  which  might  otherwise
         constitute a defense  available  to, or discharge  of,  Borrower or any
         other guarantor of all or any part of the Guaranteed Indebtedness.

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                  (b)  This  Guaranty  shall  continue  to  be  effective  or be
         reinstated,  as the case may be, if at any time any  payment  of all or
         any part of the Guaranteed  Indebtedness is rescinded or must otherwise
         be returned by Bank upon the insolvency,  bankruptcy or  reorganization
         of Borrower,  Guarantor,  any other guarantor of all or any part of the
         Guaranteed  Indebtedness,  or otherwise, all as though such payment had
         not been made.

                  (c)  In the  event  Borrower  is a  corporation,  joint  stock
         association or partnership,  or is hereafter incorporated,  none of the
         following  shall  affect  Guarantor's  liability  hereunder:   (i)  the
         unenforceability  of all or any  part  of the  Guaranteed  Indebtedness
         against Borrower by reason of the fact that the Guaranteed Indebtedness
         exceeds the amount  permitted  by law;  (ii) the act of creating all or
         any part of the Guaranteed  Indebtedness  is ultra vires;  or (iii) the
         officers  or  partners  creating  all or  any  part  of the  Guaranteed
         Indebtedness  acted in  excess  of their  authority.  Guarantor  hereby
         acknowledges  that  withdrawal  from, or termination  of, any ownership
         interest in Borrower now or hereafter  owned or held by Guarantor shall
         not  alter,  affect or in any way limit the  obligations  of  Guarantor
         hereunder.

         8. Actions against Guarantor.  In the event of a default in the payment
or  performance  of all or any part of the  Guaranteed  Indebtedness  when  such
Guaranteed  Indebtedness  becomes due,  whether by its terms, by acceleration or
otherwise,  Guarantor shall,  without notice or demand,  promptly pay the amount
due thereon to Bank, in lawful money of the United States, at Bank's address set
forth  hereinabove.  One or more successive or concurrent actions may be brought
against  Guarantor,  either in the same  action in which  Borrower is sued or in
separate actions, as often as Bank deems advisable.  The exercise by Bank of any
right or remedy under this Guaranty or under any other  agreement or instrument,
at law, in equity or  otherwise,  shall not preclude  concurrent  or  subsequent
exercise  of any other  right or remedy.  The books and records of Bank shall be
admissible in evidence in any action or proceeding  involving  this Guaranty and
shall be prima  facie  evidence  of the  payments  made on, and the  outstanding
balance of, the Guaranteed Indebtedness.

         9. Payment by Guarantor.  Whenever  Guarantor  pays any sum which is or
may become due under this  Guaranty,  written  notice must be  delivered to Bank
contemporaneously with such payment. Such notice shall be effective for purposes
of this  paragraph when  contemporaneously  with such payment Bank receives such
notice either by: (a) personal delivery to the address and designated department
of Bank  identified  in  subparagraph  l(a) above,  or (b) United  States  mail,
certified or registered, return receipt requested, postage prepaid, addressed to
Bank at the address  shown in  subparagraph  1(a) above.  In the absence of such
notice to Bank by Guarantor in compliance  with the provisions  hereof,  any sum
received by Bank on account of the Guaranteed Indebtedness shall be conclusively
deemed paid by Borrower.

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         10. Death of  Guarantor.  In the event of the death of  Guarantor,  the
obligations of the deceased  Guarantor  under this Guaranty shall continue as an
obligation  against   Guarantor's  estate  as  to  (a)  all  of  the  Guaranteed
Indebtedness  that is  outstanding  on the date of  Guarantor's  death,  and any
renewals or extensions thereof, and (b) all loans, advances and other extensions
of  credit  made to or for the  account  of  Borrower  on or  after  the date of
Guarantor's  death  pursuant  to an  obligation  of Bank under a  commitment  or
agreement  described  in  subparagraph  1(d) above and made to or with  Borrower
prior to the  date of  Guarantor's  death.  The  terms  and  conditions  of this
Guaranty,  including  without  limitation  the consents and waivers set forth in
paragraph  6 hereof,  shall  remain in effect  with  respect  to the  Guaranteed
Indebtedness  described  in the  preceding  sentence  in the same  manner  as if
Guarantor had not died.

         11. Notice of Sale. In the event that  Guarantor is entitled to receive
any  notice  under  the  Uniform  Commercial  Code,  as it  exists  in the state
governing any such notice,  of the sale or other  disposition  of any collateral
securing  all or any  part of the  Guaranteed  Indebtedness  or  this  Guaranty,
reasonable  notice  shall be deemed  given when such notice is  deposited in the
United States mail,  postage prepaid,  at the address for Guarantor set forth in
subparagraph  1(c) above,  five (5) days prior to the date any public  sale,  or
after which any private  sale, of any such  collateral is to be held;  provided,
however,  that  notice  given in any  other  reasonable  manner  or at any other
reasonable time shall be sufficient.

         12.  Waiver  of Bank.  No delay on the part of Bank in  exercising  any
right  hereunder  or failure to exercise  the same shall  operate as a waiver of
such right.  In no event shall any waiver of the  provisions of this Guaranty be
effective  unless the same be in writing  and signed by an officer of Bank,  and
then only in the specific instance and for the purpose given.

         13.  Successors and Assigns.  This Guaranty is for the benefit of Bank,
its successors  and assigns.  This Guaranty is binding upon  Guarantor's  heirs,
executors,  administrators,  personal representatives and successors,  including
without  limitation any person or entity  obligated by operation of law upon the
reorganization,  merger,  consolidation  or other  change in the  organizational
structure of Guarantor.

         14. Costs and Expenses. Guarantor shall pay on demand by Bank all costs
and expenses  (including  without  limitation  all reasonable  attorneys'  fees)
incurred by Bank in connection with the preparation, administration, enforcement
and/or  collection of this Guaranty.  This covenant shall survive the payment of
the Guaranteed Indebtedness.

         15. Severability . If any provision of this Guaranty is held by a court
of competent jurisdiction to be illegal, invalid or enforceable under present or
future  laws,  such  provision  shall be fully  severable,  shall not  impair or
invalidate  the  remainder  of this  Guaranty  and the effect  thereof  shall be
confined to the provision held to be illegal, invalid or unenforceable.

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         16. No Obligation.  Nothing  contained  herein shall be construed as an
obligation  on the part of Bank to  extend  or  continue  to  extend  credit  to
Borrower.

         17.  Amendment.  No  modification or amendment of any provision of this
Guaranty,  nor  consent  to any  departure  by  Guarantor  therefrom,  shall  be
effective  unless the same shall be in writing and signed by an officer of Bank,
and then shall be effective  only in the  specific  instance and for the purpose
for which given.

         18.  Cumulative  Rights.  All rights and remedies of Bank hereunder are
cumulative  of each  other and of every  other  right or remedy  which  Bank may
otherwise have at law or in equity or under any instrument or agreement, and the
exercise of one or more of such rights or remedies shall not prejudice or impair
the concurrent or subsequent exercise of any other rights or remedies.

         19.  Governing Law. THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND APPLICABLE FEDERAL LAWS.

         20.  Venue.  This Guaranty has been entered into in the county in Texas
where Bank's address for notice purposes is located, and it shall be performable
for all  purposes in such  county.  Courts  within the State of Texas shall have
jurisdiction  over any and all  disputes  arising  under or  pertaining  to this
Guaranty  and venue for any such  disputes  shall be in the  county or  judicial
district where the Bank's address for notice purposes is located.

         21.  Compliance with Applicable  Usury Law.  Notwithstanding  any other
provision  of  this  Guaranty  or of any  instrument  or  agreement  evidencing,
governing or securing all or any part of the Guaranteed Indebtedness,  Guarantor
and Bank by its acceptance  hereof agree that Guarantor  shall never be required
or obligated to pay interest in excess of the maximum nonusurious  interest rate
as may  be  authorized  by  applicable  law  for  the  written  contracts  which
constitute  the  Guaranteed  Indebtedness.  It is the intention of Guarantor and
Bank to conform  strictly to the applicable laws which limit interest rates, and
any of the aforesaid  contracts for  interest,  if and to the extent  payable by
Guarantor,  shall be held to be subject to reduction to the maximum  nonusurious
interest rate allowed under said law.

         22.  Descriptive  Headings.  The  captions  in  this  Guaranty  are for
convenience only and shall not define or limit the provisions hereof.

         23. Gender. Within this Guaranty, words of any gender shall be held and
construed to include the other gender.

         24.  Entire  Agreement.  This  Guaranty  contains the entire  agreement
between  Guarantor and Bank  regarding the subject  matter hereof and supersedes
all prior written and oral  agreements  and  understandings,  if any,  regarding
same; provided,  however,  this Guaranty is in addition to and does not replace,
cancel,  modify or affect any other  guaranty of Guarantor now or hereafter held
by Bank that relates to Borrower or any other person or entity.

SHREVE GUARANTY - Page 8

<PAGE>

         IN WITNESS  WHEREOF,  this Guaranty has been duly executed by Guarantor
as of the date first above written.



                                                 /s/ Robert C. Shreve, Jr.
                                            ------------------------------------
                                                     Robert C. Shreve, Jr.








SHREVE GUARANTY - Page 9