Exhibit
10.39


Execution
Copy





GUARANTEE





GUARANTEE,
dated as of October 31, 2007, made by David Fuselier, an individual residing at
30 Hearthstone Drive, Brookfield, CT 06804 (the “Guarantor”), in favor of the
Purchasers signatories (the “Purchasers”) to that certain Purchase Agreement,
dated as of the date hereof, between D. L. Claire Capital, Inc., a Delaware
corporation with its principal business address at 60 East 42ndStreet, Suite 3405, New York, New York
10165(the “Company”) and the Purchasers.





W
I T N E S S E T H:





Whereas,
pursuant to that certain Purchase Agreement, dated as of the date hereof, by and
between the Company and the Purchasers (the “Purchase Agreement”), the Company
has agreed to sell and issue to the Purchasers, and the Purchasers have agreed
to purchase from the Company the Company’s 12% Secured Promissory Notes, due May
1, 2008 (the “Note”), subject to the terms and conditions set forth
therein;





Whereas,
Guarantor is the owner of certain shares of Common Stock;





Whereas,
Guarantor will directly benefit from the extension of credit to the Company
represented by the issuance of the Note; and





NOW,
THEREFORE, in consideration of the premises and to induce the Purchasers to
enter into the Purchase Agreement and to carry out the transactions contemplated
thereby, Guarantor hereby agrees with the Purchasers as follows:





1.            
Definitions.
Unless otherwise defined herein, terms defined in the Purchase Agreement and
used herein shall have the meanings given to them in the Purchase Agreement. The
words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import
when used in this Guarantee shall refer to this Guarantee as a whole and not to
any particular provision of this Guarantee, and Section and Schedule references
are to this Guarantee unless otherwise specified. The meanings given to terms
defined herein shall be equally applicable to both the singular and plural forms
of such terms. The following terms shall have the following
meanings:





“Guarantee” means this
Guarantee, as the same may be amended, supplemented or otherwise modified from
time to time.





“Obligations” means
the collective reference to all obligations and undertakings of the Company of
whatever nature, monetary or otherwise, under the Note, the Purchase Agreement,
the Security Agreement, or the Warrant, or any other future agreement or
obligations undertaken by the Company to the Purchasers,together with
all reasonable attorneys’ fees, disbursements and all other costs and expenses
of collection incurred by Purchasers in enforcing any of such Obligations and/or
this Guarantee.





2.             
Guarantee.





(a)           Guarantee.











(i)
            The
      Guarantor hereby, unconditionally and irrevocably, guarantees to the
      Purchasers and their respective successors, indorsees, transferees and
      assigns, the prompt and complete payment and performance by the Company
      when due (whether at the stated maturity, by acceleration or otherwise) of
      the Obligations.





(ii)
            Anything
      herein or in any other Transaction Document to the contrary
      notwithstanding, the maximum liability of the Guarantor hereunder and
      under the other Transaction Documents shall in no event exceed the lesser
      of (i) the Common Stock owned by the Purchasers or (ii) the amount which
      can be guaranteed by such Guarantor under applicable federal and state
      laws, including laws relating to the insolvency of debtors, fraudulent
      conveyance or transfer or laws affecting the rights of creditors generally
      (after giving effect to the right of contribution established in Section
      2(b)).





(iii)
            The
      Guarantor agrees that the Obligations may at any time and from time to
      time exceed the amount of the liability of such Guarantor hereunder
      without impairing the guarantee contained in this Section 2 or affecting
      the rights and remedies of the Purchasers
  hereunder.





(iv)
            The
      guarantee contained in this Section 2 shall remain in full force and
      effect until all the Obligations and the obligations of the Guarantor
      under the guarantee contained in this Section 2 shall have been satisfied
      by payment in full.





(v)
            No
      payment made by the Company, the Guarantor, any other guarantor or any
      other Person or received or collected by the Purchasers from the Company,
      the Guarantor, any other guarantor or any other Person by virtue of any
      action or proceeding or any set-off or appropriation or application at any
      time or from time to time in reduction of or in payment of the Obligations
      shall be deemed to modify, reduce, release or otherwise affect the
      liability of the Guarantor hereunder which shall, notwithstanding any such
      payment (other than any payment made by the Guarantor in respect of the
      Obligations or any payment received or collected from the Guarantor in
      respect of the Obligations), remain liable for the Obligations up to the
      maximum liability of the Guarantor hereunder until the Obligations are
      paid in full.





(vi)
            Notwithstanding anything to the
      contrary in this Agreement, in seeking to enforce this Guarantee against
      the Guarantor, the recourse of the Purchasers shall be limited to the
      Common Stock owned by Guarantor at the time of enforcement. Purchasers
      shall not be entitled to seek any monetary or other types of damages from
      and against the Guarantor.











(b)           Amendments, Etc. With
Respect to the Obligations. The Guarantor shall remain obligated
hereunder notwithstanding that, without any reservation of rights against the
Guarantor and without notice to or further assent by the Guarantor, any demand
for payment of any of the Obligations made by the Purchasers may be rescinded by
the Purchasers and any of the Obligations continued, and the Obligations, or the
liability of any other Person upon or for any part thereof, or any collateral
security or guarantee therefor or right of offset with respect thereto, may,
from time to time, in whole or in part, be renewed, extended, amended, modified,
accelerated, compromised, waived, surrendered or released by the Purchasers, and
the Purchase Agreement and the other Transaction Documents and any other
documents executed and delivered in connection therewith may be amended,
modified, supplemented or terminated, in whole or in part, as the Purchasers may
deem advisable from time to time, and any collateral security, guarantee or
right of offset at any time held by the Purchasers for the payment of the
Obligations may be sold, exchanged, waived, surrendered or released. The
Purchasers shall have no obligation to protect, secure, perfect or insure any
Lien at any time held by them as security for the Obligations or for the
guarantee contained in this Section 2 or any property subject
thereto.





(c)           Guarantee
Absolute and Unconditional. The Guarantor waives any and all
notice of the creation, renewal, extension or accrual of any of the Obligations
and notice of or proof of reliance by the Purchasers upon the guarantee
contained in this Section 2 or acceptance of the guarantee contained in this
Section 2; the Obligations, and any of them, shall conclusively be deemed to
have been created, contracted or incurred, or renewed, extended, amended or
waived, in reliance upon the guarantee contained in this Section 2; and all
dealings between the Company and the Guarantor, on the one hand, and the
Purchasers, on the other hand, likewise shall be conclusively presumed to have
been had or consummated in reliance upon the guarantee contained in this Section
2. The Guarantor waives to the extent permitted by law diligence, presentment,
protest, demand for payment and notice of default or nonpayment to or upon the
Company with respect to the Obligations. The Guarantor understands and agrees
that the guarantee contained in this Section 2 shall be construed as a
continuing, absolute and unconditional guarantee of payment without regard to
(a) the validity or enforceability of the Purchase Agreement or any other
Transaction Document, any of the Obligations or any other collateral security
therefor or guarantee or right of offset with respect thereto at any time or
from time to time held by the Purchasers, (b) any defense, set-off or
counterclaim (other than a defense of payment or performance or fraud or
misconduct by Purchasers) which may at any time be available to or be asserted
by the Company or any other Person against the Purchasers, or (c) any other
circumstance whatsoever (with or without notice to or knowledge of the Company
or the Guarantor) which constitutes, or might be construed to constitute, an
equitable or legal discharge of the Company for the Obligations, or of the
Guarantor under the guarantee contained in this Section 2, in bankruptcy or in
any other instance. When making any demand hereunder or otherwise pursuing its
rights and remedies hereunder against the Guarantor, the Purchasers may, but
shall be under no obligation to, make a similar demand on or otherwise pursue
such rights and remedies as it may have against the Company or any other Person
or against any collateral security or guarantee for the Obligations or any right
of offset with respect thereto, and any failure by the Purchasers to make any
such demand, to pursue such other rights or remedies or to collect any payments
from the Company or any other Person or to realize upon any such collateral
security or guarantee or to exercise any such right of offset, or any release of
the Company or any other Person or any such collateral security, guarantee or right of offset, shall not
relieve the Guarantor of any obligation or liability hereunder, and shall not
impair or affect the rights and remedies, whether express, implied or available
as a matter of law, of the Purchasers against the Guarantor. For the purposes
hereof, "demand" shall include the commencement and continuance of any legal
proceedings.











(d)           Reinstatement. The
guarantee contained in this Section 2 shall continue to be effective, or be
reinstated, as the case may be, if at any time payment, or any part thereof, of
any of the Obligations is rescinded or must otherwise be restored or returned by
the Purchasers upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of the Company or the Guarantor, or upon or as a result of the
appointment of a receiver, intervenor or conservator of, or trustee or similar
officer for, the Company or the Guarantor or any substantial part of its
property, or otherwise, all as though such payments had not been
made.





3. Miscellaneous.





(a)           Amendments in
Writing. None of the terms or provisions of this Guarantee may be waived,
amended, supplemented or otherwise modified except in writing by the majority in
interest (based on the then-outstanding principal amount of the Note at the time
of such determination) of the Purchasers.





(b)           Notices. All notices,
requests and demands to or upon the Purchasers or the Guarantor hereunder shall
be affected in the manner provided for in the Purchase Agreement; provided that
any such notice, request or demand to or upon the Guarantor shall be addressed
to the Guarantor at its notice address set forth herein.





(c)           No Waiver By Course Of
Conduct; Cumulative Remedies. The Purchasers shall not by any act (except
by a written instrument pursuant to Section 5(a)), delay, indulgence, omission
or otherwise be deemed to have waived any right or remedy hereunder or to have
acquiesced in any default under the Transaction Documents or Event of Default.
No failure to exercise, nor any delay in exercising, on the part of the
Purchasers, any right, power or privilege hereunder shall operate as a waiver
thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. A waiver by the Purchasers of any right
or remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy which the Purchasers would otherwise have on any future
occasion. The rights and remedies herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any other rights or
remedies provided by law.





(d)           Successor and
Assigns. This Guarantee shall be binding upon the successors and assigns
of the Guarantor and shall inure to the benefit of the Purchasers and their
respective successors and assigns; provided that the Guarantor may not assign,
transfer or delegate any of its rights or obligations under this Guarantee
without the prior written consent of the Purchasers.





(e)           Severability. Any
provision of this Guarantee 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
provisionshereof,
and any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other
jurisdiction.











(f)           Section Headings. The
Section headings used in this Guarantee are for convenience of reference only
and are not to affect the construction hereof or be taken into consideration in
the interpretation hereof.





(g)           Integration. This
Guarantee and the other Transaction Documents represent the agreement of the
Guarantor and the Purchasers with respect to the subject matter hereof and
thereof, and there are no promises, undertakings, representations or warranties
by the Purchasers relative to subject matter hereof and thereof not expressly
set forth or referred to herein or in the other Transaction
Documents.





(h)           Governing Law. THIS
GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY PRINCIPLES OF
CONFLICTS OF LAWS.





(i)           Submission to
Jurisdictional; Waiver. The Guarantor hereby irrevocably and
unconditionally:





(i)
            submits
      for itself and its property in any legal action or proceeding relating to
      this Guarantee and the other Transaction Documents to which it is a party,
      or for recognition and enforcement of any judgment in respect thereof, to
      the nonexclusive general jurisdiction of the Courts of the State of New
      York, located in New York County, New York, the courts of the United
      States of America for the Southern District of New York, and appellate
      courts from any thereof;





(ii)
            consents
      that any such action or proceeding may be brought in such courts and
      waives any objection that it may now or hereafter have to the venue of any
      such action or proceeding in any such court or that such action or
      proceeding was brought in an inconvenient court and agrees not to plead or
      claim the same;





(iii)
            agrees
      that service of process in any such action or proceeding may be effected
      by mailing a copy thereof by registered or certified mail (or any
      substantially similar form of mail), postage prepaid, to the Guarantor at
      its address referred to in the Purchase Agreement or at such other address
      of which the Purchasers shall have been notified pursuant
      thereto;





(iv)
            agrees
      that nothing herein shall affect the right to effect service of process in
      any other manner permitted by law or shall limit the right to sue in any
      other jurisdiction; and





(v)
            waives, to the maximum extent not
      prohibited by law, any right it may have to claim or recover in any legal
      action or proceeding referred to in this Section any special, exemplary,
      punitive or consequential
damages.











(j)           Acknowledgements. The
Guarantor hereby acknowledges that:





(i)
            it
      has been advised by counsel in the negotiation, execution and delivery of
      this Guarantee and the other Transaction Documents to which it is a
      party;





(ii)
            the
      Purchasers has no fiduciary relationship with or duty to the Guarantor
      arising out of or in connection with this Guarantee or any of the other
      Transaction Documents, and the relationship between the Guarantor, on the
      one hand, and the Purchasers, on the other hand, in connection herewith or
      therewith is solely that of debtor and creditor;
  and





(iii)
            no
      joint venture is created hereby or by the other Transaction Documents or
      otherwise exists by virtue of the transactions contemplated hereby among
      the Guarantor and the Purchasers.





(k)           Release of Guarantor.
Subject to Section 2(e), the Guarantor will be released from all liability
hereunder concurrently with the repayment in full of all amounts owed under the
Purchase Agreement, the Note and the other Transaction Documents.





(l)           Waiver of Jury Trial.
THE GUARANTOR AND, BY ACCEPTANCE OF THE BENEFITS HEREOF, THE PURCHASER, HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS GUARANTEE AND FOR ANY COUNTERCLAIM
THEREIN.





IN
WITNESS WHEREOF, the undersigned has caused this Guarantee to be duly executed
and delivered as of the date first above written.






/s/David
      FuselierDAVID
      FUSELIER