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                                                                   EXHIBIT 10.35

[THE BANK OF N.T. BUTTERFIELD & SON LTD. LOGO]
The Bank of N.T. Butterfield & Son Ltd.
CREDIT DEPARTMENT                                        GUARANTEE AND INDEMNITY

Name of Debtor OCEAN CONVERSION (CAYMAN) LIMITED

Date ____________________

Name of Guarantor EDMUND GIBBONS LIMITED

To

    THE BANK OF N.T. BUTTERFIELD & SON LIMITED

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GUARANTEE AND INDEMNITY ("GUARANTEE")
by one or more persons or by a company
To THE BANK OF N. T. BUTTERFIELD & SON LIMITED (the Bank).
In consideration of the Bank giving or continuing to give credit, banking
facilities or other accommodation for so long as it may think fit to

OCEAN CONVERSION (CAYMAN) LIMITED                                  (the DEBTOR),

NOW

EDMUND GIBBONS LIMITED                                           (the GUARANTOR)

hereby unconditionally guarantees on demand to pay to the Bank all moneys
advanced to or paid to for or on account of the Debtor and interest and charges
thereon remaining unpaid and to discharge all obligations and liabilities
whether actual or contingent now or hereafter incurred to the Bank by the Debtor
whether on account of moneys advanced, bills of exchange, promissory notes,
guarantees, indemnities, interest, commission, banking charges or any instrument
or agreement whatsoever from time to time entered into by the Bank with or at
the request of the Debtor (whether incurred solely, severally or jointly and in
whatever style, name or form and whether as principal or surety) together with
interest (as well after as before any demand or judgment) to date of payment at
such rates and upon such terms as may from time to time be payable by the Debtor
(or which would have been so payable but for the death, liquidation, bankruptcy
or other incapacity of the Debtor or the unenforceability of any term or
condition of any agreement or instrument) and all commission fees and other
charges and all legal costs (including time and costs of in-house counsel) on a
full-indemnity basis and all other costs and expenses incurred by the Bank in
relation to the Debtor or this Guarantee or any other guarantee indemnity or
security for any moneys obligations or liabilities hereby guaranteed on a full
indemnity basis (all of the foregoing hereinafter termed the Secured
Obligations) and to make such payment without any set-off, deduction or
withholding save as may be expressly required of the Guarantor by law (in which
event the Guarantor on demand shall additionally pay to the Bank, by way of
agreed compensation, the full amount so withheld) Provided that the total amount
recoverable under this Guarantee shall not exceed

TWO MILLION FOUR HUNDRED THOUSAND US$2,400,000.00 dollars together with interest
and commission thereon and all costs, charges and expenses referred to above,
and in addition thereto, interest and charges thereon (as well after as before
judgment) from the date of demand by the Bank on the Guarantor at the rate
payable by the Debtor (or which would have been payable but for the liquidation,
bankruptcy or other incapacity of the Debtor or the unenforceability of any term
or condition of any agreement or instrument).

THE GUARANTOR agrees and confirms as follows:

1.       The Bank may without any consent from the Guarantor and without
         affecting the Guarantor's liability hereunder renew, vary or determine
         any credit or other facilities or accommodation given to the Debtor,
         hold over, renew, release or modify any term or condition of any
         security or guarantee now or hereafter held from the Debtor or any
         other person in respect of the Secured Obligations and grant time or
         indulgence to or compound with the Debtor or any other person and this
         Guarantee shall not be discharged nor shall the Guarantor's liability
         under it be affected by anything which would not have discharged or
         affected the Guarantor's liability if the Guarantor had been a
         principal debtor to the Bank instead of a Guarantor.

2.       This Guarantee shall be additional to any other guarantee or security
         now or hereafter held from the Guarantor in respect of the Secured
         Obligations, and the Bank shall not be required to exhaust its recourse
         against the Debtor or any security it may hold before being entitled to
         payment hereunder.

3.       This Guarantee shall be a continuing security and shall remain in force
         notwithstanding any disability or the death of the Guarantor, or the
         Bank's rights against the Debtor being barred by the Limitation Act
         1984 or otherwise, until determined by three calendar months' notice in
         writing from the Guarantor or the Personal Representatives of the
         Guarantor but such determination shall not affect the liability of the
         Guarantor for the amount recoverable at the date of the expiration of
         the notice. This Guarantee shall in any event remain property of the
         Bank.

4.       The Guarantor warrants that he has not taken and will not take without
         the written consent of the Bank the benefit of any security from the
         Debtor extending to the Secured Obligations or in connection with this
         Guarantee and, notwithstanding the foregoing, any security so taken and
         all moneys at any time received in respect thereof are hereby declared
         by the Guarantor to be held in trust for the Bank and as continuing
         security for the liability of the Guarantor to the Bank hereunder.

5.       In respect of the Guarantor's liability hereunder the Bank shall have a
         lien on all securities or other property of the Guarantor held by the
         Bank whether for safe custody or otherwise. The Bank shall further be
         entitled (as well before as after demand hereunder) to set off against
         any credit balance in any account of the Guarantor with the Bank
         (whether current or otherwise, whether alone or jointly with others,
         and in whatever currency, and subject to notice or not) the liability
         of the Guarantor to the Bank hereunder. Any conversion of any currency
         to any other currency will be made at the Bank's then prevailing rate
         of exchange as conclusively determined by the Bank.

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6.       This Guarantee shall apply to the ultimate balance owing by the Debtor
         to the Bank (as previously described) and until such balance has been
         paid in full the Guarantor shall not be entitled to share in any
         security held or money received by the Bank on account of that balance
         or to stand in the place of the Bank in respect of any security or
         money nor until such balance has been paid in full shall the Guarantor
         take any step to enforce, negotiate, assign, charge or otherwise
         dispose of any right or claim against the Debtor or any co-guarantor
         (including but without limitation the bringing or joining-in with any
         other creditor of any bankruptcy, liquidation or insolvency
         proceedings) in respect of any moneys paid by the Guarantor to the Bank
         hereunder or otherwise, nor have or exercise any rights as surety in
         competition with the Bank, and all rights or claims by the Guarantor
         against the Debtor are hereby subordinated to those of the Bank. Any
         payment received by the Guarantor in contravention of this clause shall
         be held in trust for the Bank.

7.       In case this Guarantee shall be determined, or called in by demand made
         by the Bank, the Bank may continue its account with the Debtor
         notwithstanding the determination or calling in and the Guarantor's
         liability in respect of the amount due from the Debtor at the date when
         the determination or calling in takes effect shall remain regardless of
         any subsequent dealings in the account.

8.       This Guarantee shall not be discharged nor shall the Guarantor's
         liability be affected by reason of any failure of or irregularity
         defect or informality in any security given by or on behalf of the
         Debtor in respect of the Secured Obligations nor by any legal
         limitation, disability, incapacity or want of any borrowing or other
         powers of or by the Guarantor or the Debtor or want of authority of any
         director, manager, official or other person appearing to be acting for
         the Debtor or the Guarantor in any matter in respect of the Secured
         Obligations and this Guarantee respectively, and such obligations or
         liabilities will be recoverable by the Bank from the Guarantor as sole
         or principal debtor.

9.       Where there is more than one person comprised in the term the Debtor,
         references to the Debtor shall, where the context admits, take effect
         as reference to such persons or any of them and where the Debtor is a
         firm shall include the person or persons from time to time constituting
         the firm whether or not under the same style or firm name and generally
         where the context so admits the singular will include the plural and
         the masculine the feminine.

10.      Where this Guarantee is signed by more than one person (other than as
         agent for a named principal) the agreements and obligations on the part
         of the Guarantor herein contained shall take effect as joint and
         several agreements and obligations and all references to the Guarantor
         shall take effect as references to the said persons or any of them and
         none of them shall be released from liability hereunder by reason of
         the Guarantee or a like guarantee not having been executed by any other
         person intended to execute or be bound or ceasing to be binding as a
         continuing security on any of them.

11.      Each provision of this Guarantee is severable and distinct from the
         others and if any provision should be or become invalid, illegal or
         unenforceable, the remaining provisions of this Guarantee shall not be
         affected or impaired thereby. A certificate by an officer of the Bank
         as to the amount for the time being due from the Debtor to the Bank
         shall, absent fraud or manifest error, be conclusive evidence for all
         purposes against the Guarantor.-No failure or delay by the Bank in
         exercising any right or remedy shall operate as a waiver thereof nor
         shall any single or partial exercise or waiver of any right or remedy
         preclude its further exercise or any other right or remedy.

12.      Where this Guarantee is given by the Guarantor as trustee of a named
         trust, any change and also any proposed or intended change of which the
         Guarantor is or becomes aware in the identity of the Trustees of that
         trust which may occur or be impending at any time and from time to time
         during the lifetime of the Secured Obligations shall be notified
         immediately in writing to the Bank. Such notification shall be sent or
         delivered to the Bank and marked for the attention of The Senior Vice
         President - Credit, and shall give all details known to the Guarantor
         or reasonably obtainable by him respecting the new or proposed or
         intended identity of the Trustees and their financial substance which
         would be information material to be known to a proposed lender to such
         Trustees, and the Guarantor shall, to the extent he is reasonably able
         so to do, supply such additional information in these respects as the
         Bank may reasonably require. Save where an express waiver hereof is
         given in writing by a Senior Manager or Vice President of the Bank, no
         change in the identity of the Trustees from the Guarantor as presently
         constituted shall have effect as against the Bank until the expiration
         of the later of five business days from the date notice as aforesaid is
         duly received by the Bank or (where during such period the Bank seeks
         to obtain from the Guarantor any additional information as contemplated
         above) five business days from the date of receipt by the Bank of any
         further written communication from the Guarantor in response thereto,
         and calculation thereof shall exclude the actual date of receipt by the
         Bank in each case, and until such date determined as aforesaid the
         Guarantor shall be and remain (or shall nonetheless be treated as so
         being and remaining) fully liable to the Bank in respect of the
         obligations of the Trustees in respect of this Guarantee and whether or
         not any assets of the Trust shall then be or remain vested in him and
         without prejudice to any continuing liability of the Guarantor as
         presently constituted or to any liability of the Trustees from time to
         time to the Bank (but so that the Bank shall not hereby be entitled to
         make and continue to enjoy any actual or notional or prospective double
         recovery in respect of the Secured Obligations save to the extent
         permitted the Bank by virtue of any provisions protective of the Bank
         as may be contained in this or any other written agreement touching
         upon the Secured Obligations where such provisions contemplate any
         supervening bankruptcy or insolvency or liquidation of any person as
         such bankruptcy insolvency or liquidation may affect any payment made
         or security given by any person to the Bank).

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13.      Any demand hereunder shall be made in writing signed by an officer of
         the Bank and if such demand is sent by post it may be addressed to the
         Guarantor by name at the address or place of business last known to the
         Bank and shall be considered as having been duly made whether or not
         the same be returned undelivered and notwithstanding the death of the
         Guarantor.

14.      Any release settlement or discharge between the Guarantor and the Bank
         shall be conditional upon no security disposition or payment to the
         Bank by the Debtor, the Guarantor or any other person being avoided or
         refunded or reduced by virtue of any provisions or enactments relating
         to bankruptcy or liquidation for the time being in force and the Bank
         shall be entitled (subject to any limit in the total amount recoverable
         under this Guarantee) to recover the value or amount of any such
         security disposition or payment from the Guarantor subsequently as if
         such release settlement or discharge had not occurred. Without
         prejudice to the generality of the foregoing, the Bank shall be
         entitled, notwithstanding any such release settlement or discharge, to
         retain any security held in respect of the Guarantor hereunder for a
         period of seven months after payment of all sums that are or may become
         due to the Bank from the Debtor, and if at any time within six months
         after such payment any bankruptcy or liquidation proceedings are
         commenced in respect of the Debtor, or a receiver is appointed in
         respect of any of the Debtor's assets, or if, following the death of
         the Debtor the Bank considers that circumstances exist calling for the
         administration of his estate as an insolvent estate, the Bank may
         continue to retain such security during such further period as the Bank
         may determine, in which event such security shall be deemed to have
         continued to have been held by the Bank as security in respect of this
         Guarantee.

15.      This Guarantee shall be governed by and construed in accordance with
         the laws of Bermuda. The Guarantor hereby irrevocably submits to the
         non-exclusive jurisdiction of the Bermuda Courts.

SIGNED by the above named Guarantor:

   Sir David Gibbons                                  /s/ Sir David Gibbons
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         Print Name                                             Signature

or James L. Gibbons                                   /s/ James L. Gibbons
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         Print Name                                             Signature

Directors/Director and Secretary of

Edmund Gibbons Limited
acting for and on behalf of that            NB-Where the Guarantor is a company,
Company by virtue of a Resolution           this Guarantee should be executed
of the Directors passed on                  under hand and not under seal.

5th March, 2002

SIGNED by Directors/Director and Secretary of the
above-named corporate Guarantor:

Sir David Gibbons                                     /s/ Sir David Gibbons
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          Print Name                                           Signature

James L. Gibbons                                     /s/ James L. Gibbons
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          Print Name                                            Signature

in the presence of:

Signature of witness /s/ Peter Hardy
Name in print Peter Hardy
Address 21 Reid Street, Hamilton                            Stamp
Occupation Corporate Secretary