Exhibit
10.41





MHII
GUARANTEE





MHII
GUARANTEE, dated as of October 31, 2007, made by Marshall Holdings
International, Inc., with its principal place of business at 2555 East Washburn
Road, North Las Vegas, Nevada 89081 (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 (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 has agreed to
purchase from the Company the Company’s 12% Secured Promissory Note, due May 1,
2008 (the “Note”), subject to the terms and conditions set forth therein;
and




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
MHII 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 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, with respect to any defaulted
      non-monetary Obligations the specific performance of which by the
      Guarantor is not reasonably possible (e.g. the issuance of the Company's
      Common Stock), the Guarantor shall only be liable for making the
      Purchasers whole on a monetary basis for the Company's failure to perform
      such Obligations in accordance with the Transaction
    Documents.








(b)           No Subrogation. Notwithstanding any
payment made by the Guarantor hereunder or any set-off or application of funds
of the Guarantor by the Purchasers, Guarantor shall not be entitled to be
subrogated to any of the rights of the Purchasers against the Company or any
collateral security or guarantee or right of offset held by the Purchasers for
the payment of the Obligations, nor shall the Guarantor seek or be entitled to
seek any contribution or reimbursement from the Company in respect of payments
made by the Guarantor hereunder, until all amounts owing to the Purchasers by
the Company on account of the Obligations are paid in full. If any amount shall
be paid to the Guarantor 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 Guarantor in trust for the Purchasers, segregated from other funds
of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned
over to the Purchasers in the exact form received by the Guarantor (duly
indorsed by the Guarantor to the Purchasers, if required), to be applied against
the Obligations, whether matured or unmatured, in such order as the Purchasers
may determine.





(c)           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.





(d)           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.





(e)           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.





(f)           Payments.Guarantor hereby guarantees that payments hereunder will be paid to the
Purchasers without set-off or counterclaim in U.S. dollars at the address set
forth or referred to in the Purchase Agreement.





3.           Representations and Warranties.
Guarantor hereby makes the following representations and warranties to
Purchasers as of the date hereof:





(a)           Organization and Qualification. Guarantor is a corporation
duly incorporated, validly existing and in good standing under the laws of the
State of Delaware, with the requisite corporate power and authority to own and
use its properties and assets and to carry on its business as currently
conducted. The Guarantor is duly qualified to do business and is in good
standing as a foreign corporation in each jurisdiction in which the nature of
the business conducted or property owned by it makes such qualification
necessary, except where the failure to be so qualified or in good standing, as
the case may be, could not, individually or in the aggregate, (x) adversely
affect the legality, validity or enforceability of any of this Guaranty in any
material respect, (y) have a material adverse effect on the results of
operations, assets, prospects,or financial condition of the Guarantor or (z) adversely impair in any
material respect the Guarantor's ability to perform fully on a timely basis its
obligations under this Guaranty (a "Material Adverse Effect").





(b)           Authorization; Enforcement. The
Guarantor has the requisite corporate power and authority to enter into and to
consummate the transactions contemplated bythis Guaranty, and
otherwise to carry out its obligations hereunder. The execution and delivery of
this Guaranty by the Guarantor and the consummation by it of the transactions
contemplated hereby have been duly authorized by all requisite corporate action
on the part of the Guarantor. This Guaranty has been duly executed and delivered
by the Guarantor and constitutes the valid and binding obligation of the
Guarantor enforceable against the Guarantor in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally the enforcement of, creditors' rights and remedies or by
other equitable principles of general application.





(c)           No Conflicts. The execution, delivery
and performance of this Guaranty by the Guarantor and the consummation by the
Guarantor of the transactions contemplated thereby do not and will not (i)
conflict with or violate any provision of its Certificate of Incorporation or
By-laws or (ii) conflict with, constitute a default (or an event which with
notice or lapse of time or both would become a default) under, or give to others
any rights of termination, amendment, acceleration or cancellation of, any
agreement, indenture or instrument to which the Guarantor is a party, or (iii)
result in a violation of any law, rule, regulation, order, judgment, injunction,
decree or other restriction of any court or governmental authority to which the
Guarantor is subject (including Federal and state securities laws and
regulations), or by which any material property or asset of the Guarantor is
bound or affected, except in the case of each of clauses (ii) and (iii), such
conflicts, defaults, terminations, amendments, accelerations, cancellations and
violations as could not, individually or in the aggregate, have or result in a
Material Adverse Effect. The business of the Guarantor is not being conducted in
violation of any law, ordinance or regulation of any governmental authority,
except for violations which, individually or in the aggregate, do not have a
Material Adverse Effect.





(d)           Consents and Approvals. The Guarantor
is not required to obtain any consent, waiver, authorization or order of, or
make any filing or registration with, any court or other federal, state, local,
foreign or other governmental authority or other person in connection with the
execution, delivery and performance by the Guarantor of this
Guaranty.





(e)           Purchase Agreement. The
representations and warranties of the Company set forth in the Purchase
Agreement as they relate to the Guarantor, each of which is hereby incorporated
herein by reference, are true and correct as of each time such representations
are deemed to be made pursuant to such Purchase Agreement, and the Purchasers
shall be entitled to rely on each of them as if they were fully set forth
herein, provided, that each reference in each such representation and warranty
to the Company's knowledge shall, for the purposes of this Section 3, be deemed
to be a reference to the Guarantor's knowledge.





(f)           Foreign Law. The Guarantor has
consulted with appropriate foreign legal counsel with respect to any of the
above representations for which non-U.S. law is applicable. If applicable, such
foreign counsel has advised the Guarantor that such counsel knows of no reason
why any of the above representations would not be true and accurate. Such
foreign counsel was provided with copies of this MHII Guarantee and the
Transaction Documents prior to rendering their advice.





4.           Covenants. The Guarantor covenants and
agrees with the Purchasers that, from and after the date of this Guarantee until
the Obligations shall have been paid in full, the Guarantor shall take, and/or shall
refrain from taking, as the case may be, each commercially reasonable action
that is necessary to be taken or not taken, as the case may be, so that no Event
of Default is caused by the failure to take such action or to refrain from
taking such action by the Guarantor.







5.            
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)           Enforcement Expenses;
Indemnification.





(i)
            The
      Guarantor agrees to pay, or reimburse the Purchasers for, all its costs
      and expenses incurred in collecting against the Guarantor under the
      guarantee contained in Section 2 or otherwise enforcing or preserving any
      rights under this Guarantee and the other Transaction Documents to which
      the Guarantor is a party, including, without limitation, the reasonable
      fees and disbursements of counsel to the
  Purchasers.





(ii)
            The
      Guarantor agrees to pay, and to save the Purchasers harmless from, any and
      all liabilities with respect to, or resulting from any delay in paying,
      any and all stamp, excise, sales or other taxes which may be payable or
      determined to be payable by the Company in connection with any of the
      transactions contemplated by this
Guarantee.





(iii)
            The Guarantor agrees to pay, and
      to save the Purchasers harmless from, any and all liabilities,
      obligations, losses, damages, penalties, actions,
      judgments, suits, costs, expenses or disbursements of any kind or nature
      whatsoever with respect to the execution, delivery, enforcement,
      performance and administration of this Guarantee to the extent the Company
      would be required to do so pursuant to the Purchase
      Agreement.





(iv)
            The
      agreements in this Section shall survive repayment of the Obligations and
      all other amounts payable under the Purchase Agreement and the other
      Transaction Documents.





(e)           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.





(f)           Set-Off. Each Guarantor hereby
irrevocably authorizes the Purchasers at any time and from time to time while an
Event of Default under any of the Transaction Documents shall have occurred and
be continuing, without notice to such Guarantor or any other Guarantor, any such
notice being expressly waived by each Guarantor, to setoff and appropriate and
apply any and all deposits, credits, indebtedness or claims, in any currency, in
each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by the Purchasers to or for the credit or
the account of such Guarantor, or any part thereof in such amounts as the
Purchasers may elect, against and on account of the obligations and liabilities
of such Guarantor to the Purchasers hereunder and claims of every nature and
description of the Purchasers against such Guarantor, in any currency, whether
arising hereunder, under the Purchase Agreement, any other Transaction Document
or otherwise, as the Purchasers may elect, whether or not the Purchasers have
made any demand for payment and although such obligations, liabilities and
claims may be contingent or unmatured. The Purchasers shall notify such
Guarantor promptly of any such set-off and the application made by the
Purchasers of the proceeds thereof, provided that the failure to give such
notice shall not affect the validity of such set-off and application. The rights
of the Purchasers under this Section are in addition to other rights and
remedies (including, without limitation, other rights of set-off) which the
Purchasers may have.





(g)           Counterparts. This Guarantee may be
executed by one or more of the parties to this Guarantee on any number of
separate counterparts (including by telecopy), and all of said counterparts
taken together shall be deemed to constitute one and the same
instrument.





(h)           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 provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.





(i)           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.





(j)          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.





(k)           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.





(l)           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.





(m)          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.





(n)           Additional Guarantors. The Guarantor
shall cause each of its subsidiaries formed or acquired on or subsequent to the
date hereof to become a Guarantor for all purposes of this Guarantee by
executing and delivering an Assumption Agreement in the form of Annex 1
hereto.





(o)           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.





(p)           Seniority. The Obligations of the
Guarantor hereunder rank senior in priority to any other debt of the
Guarantor.





(q)           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 gurantee to be duly executed
and delivered as of the date first above written





MARSHALL
HOLDINGS


INTERNATIONAL,
INC.





/s/
      Rick BaileyName:
            Rick
      BaileyTitle:
            President/CEO







SCHEDULE
1




GUARANTORS





The
following are the names, notice addresses and jurisdiction of organization of
each Guarantor.





NAME
            
            ADDRESS
            
            JURISDICTION
      OF INCORPORATION
            
            COMPANY
      OWNED BY PERCENTAGEMARSHALL
      HOLDINGS, INTERNATIONAL, INC.
            
            2555
      EAST WASBORN RD

                NORTH
      LAS VEGAS, NV 89081
            
            NEVADA
            
            100%







Annex 1
to


SUBSIDIARY
GUARANTEE





ASSUMPTION
AGREEMENT, dated as of ____ __, ______ made by corporation (the “Additional
Guarantor”), in favor of the Purchasers pursuant to the Purchase Agreement
referred to below. All capitalized terms not defined herein shall have the
meaning ascribed to them in such Purchase Agreement.





W
I T N E S S E T H :





WHEREAS,
D. L. Claire Capital, Inc., a Delaware corporation (the “Company”) and the
Purchasers have entered into a Purchase Agreement, dated as of October _, 2007
(as amended, supplemented or otherwise modified from time to time, the “Purchase
Agreement”);





WHEREAS,
in connection with the Purchase Agreement, Marshall Holdings International, Inc.
(“MHII”) has entered into the MHII Guarantee, dated as of October _, 2007 (as
amended, supplemented or otherwise modified from time to time, the “Guarantee”)
in favor of the Purchasers;





WHEREAS,
the Purchase Agreement requires the Additional Guarantor to become a party to
the Guarantee; and





WHEREAS,
the Additional Guarantor has agreed to execute and deliver this Assumption
Agreement in order to become a party to the Guarantee;





NOW,
THEREFORE, IT IS AGREED:





1.           Guarantee. By executing and delivering
this Assumption Agreement, the Additional Guarantor, as provided in Section 5(n)
of the Guarantee, hereby becomes a party to the Guarantee as a Guarantor
thereunder with the same force and effect as if originally named therein as a
Guarantor and, without limiting the generality of the foregoing, hereby
expressly assumes all obligations and liabilities of a Guarantor thereunder. The
information set forth in Annex 1-A hereto is hereby added to the information set
forth in Schedule 1 to the Guarantee. The Additional Guarantor hereby represents
and warrants that each of the representations and warranties contained in
Section 3 of the Guarantee is true and correct on and as the date hereof as to
such Additional Guarantor (after giving effect to this Assumption Agreement) as
if made on and as of such date.





2.           Governing Law. THIS ASSUMPTION
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.





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








[ADDITIONALGUARANTOR]





By:Name:Title: