<PAGE>
 
                                                                   Exhibit 4.2.3
                                                                   -------------
                                                                                
                                    Form of
                                        
                     EMPIRE AIR SYSTEMS GUARANTY AGREEMENT
                     -------------------------------------
                                        
     THIS EMPIRE AIR SYSTEMS GUARANTY AGREEMENT, dated as of February     , 1999
                                                                      ----   
(this "Guaranty"), is made by EMPIRE AIR SYSTEMS, INC., a New York corporation
(the above corporation and each other corporation, if any, making this Guaranty
referred to, collectively, as the "Guarantors" and, individually as a
                                   ----------                        
"Guarantor"), in favor of NBD BANK, a Michigan banking corporation, as
 ---------                                                            
administrative agent (in such capacity, the "Administrative Agent") for the
benefit of itself, BANKBOSTON, N.A., a national banking association, as
documentation agent (in such capacity, the "Documentation Agent" and,
collectively with the Administrative Agent, the "Agents") and the lenders (the
"Lenders") now or hereafter parties to the Loan Agreement described below.

                                  WITNESSETH:


     A.  The Agents and the Lenders have entered into the Amended and Restated
Loan Agreement dated as of March 23, 1998 (as amended or modified from time to
time, including any agreement entered into in substitution therefor, the "Loan
Agreement") with Numatics, Incorporated, a Michigan corporation (the "Company"),
Numatics GmbH, a corporation organized and existing under the laws of the
Federal Republic of Germany ("Numatics GmbH"), and Numatics Ltd., a corporation
organized and existing under the laws of Canada ("Numatics Ltd." and,
collectively with the Company and Numatics GmbH, the "Borrowers") pursuant to
which, among other things, the Lenders have agreed, subject to the terms and
conditions thereof, to extend credit to the Borrowers.

     B.  The Guarantors and the Borrowers and the Company's other subsidiaries
are engaged as an integrated group and the integrated operation requires
financing on such a basis that credit supplied to the Borrowers can be made
available from time to time to the Company and its subsidiaries, including
without limitation the Guarantors, as required for the continued successful
operation of the Company and its subsidiaries and the integrated operation as a
whole. The Company and the Borrowers have requested that the Lenders lend and
make credit available to the Borrowers for the purpose of financing the
integrated operations of the Company and its subsidiaries with the Guarantors
expecting to derive benefit, directly or indirectly, from the loans and letters
of credit extended by the Lenders to the Borrowers, both in their separate
capacity and as a member of the integrated group, inasmuch as the successful
operation and condition of each Guarantor is dependent upon the continued
successful performance of the functions of the integrated group as a whole.
<PAGE>
 
     C. The Guarantors desire that the Agents and the Lenders enter into the
Loan Agreement for the purposes described above and are willing to enter into
this Guaranty in order to provide inducement to the Lenders to enter into the
Loan Agreement, each Guarantor has reviewed and is familiar with the Loan
Agreement, the Notes, the Security Documents and all documents, agreements,
instruments and certificates evidencing or otherwise pertaining thereto  and to
any other indebtedness, obligations and liabilities of the Borrowers to the
Lenders, being herein collectively referred to as the "Operative Documents") and
each Guarantor has determined that it is in its best interest and to its
financial benefit that the Borrowers enter into the Loan Agreement and the
transactions contemplated thereby, and that it enter into this Guaranty.

     NOW, THEREFORE, as an inducement to the Lenders to enter into and continue
from time to time such transactions with the Borrowers, the parties agree with
the Lenders as follows:

     1.  Guarantee of Obligations.  A. Each Guarantor hereby, jointly and
         ------------------------                                        
severally:

          (i) guarantees to the Lenders, as principal obligor and not as surety
only, the prompt payment, when due, whether by scheduled maturity, acceleration
or otherwise, any and all Advances made to the Borrowers pursuant to the Loan
Agreement and accrued and unpaid interest thereon (including interest which may
otherwise cease to accrue by operation of any insolvency law, rule, regulation
or interpretation thereof) when due, whether by scheduled maturity, acceleration
or otherwise, and all other indebtedness of the Borrowers to the Lenders,
whether now existing or hereafter arising, including, without limitation,
default interest, indemnification payments and all reasonable costs and expenses
incurred by the Administrative Agent in connection with enforcing any
obligations of any Borrower thereunder, including without limitation the
reasonable fees and disbursements of counsel;

          (ii) guarantees to the Agents and the Lenders the prompt and punctual
performance and observance of each and every term, covenant or agreement
contained in the Operative Documents, within any grace period applicable
thereto, to be performed or observed on the part of the Borrowers;

          (iii) guarantees to the Lenders the prompt payment of all
indebtedness, obligations and liabilities of the Borrowers or any Subsidiary in
respect of any interest rate or currency swap agreements or other similar
transactions with any Lender;

          (iv) guarantees to the Lenders the prompt and complete payment of any
and all other indebtedness, obligations and liabilities of each of the Borrowers
and their respective Subsidiaries to any Agent or any Lender, whether now
existing or 

                              GUARANTY AGREEMENT
                              ------------------
                                       2
<PAGE>
 
hereafter arising, direct or indirect (including without limitation,
any participation interest acquired by any Lender in such indebtedness,
obligations or liabilities of any Borrower to any other person), absolute or
contingent, joint and/or several, secured or unsecured, arising by operation of
law or otherwise, and whether incurred by any Borrower as principal, surety,
endorser, guarantor, accommodation party or otherwise, including without
limitation any increase in the indebtedness, obligations and liabilities
guaranteed hereby (and each Guarantor hereby acknowledges and agrees that any
such increase shall be guaranteed hereby); and

                    (v) agrees to make prompt payment to the Administrative 
Agent, on demand, of any and all reasonable costs and expenses incurred by the
Administrative Agent in connection with enforcing the obligations of the
Guarantors hereunder, including, without limitation the reasonable fees and
disbursements of counsel.  

All of the above-described indebtedness, obligations,liabilities and 
undertakings are collectively referred to as the "Guaranteed.
                                                  ----------
Obligations". It is expressly understood and agreed that, for purposes of this
-----------
Guaranty, references to the Lenders shall include, and the benefit of this
Guaranty shall extend to, all foreign branches and all foreign affiliates of
each of the Lenders and the Guaranteed Obligations shall include all of the
above-described indebtedness, obligations, liabilities and undertakings whether
owed to each of the Lenders or to any of such foreign branches or foreign
affiliates.

          (b) If for any reason any duty, agreement or obligation of any
Borrower contained in the Operative Documents shall not be performed or observed
by any Borrower as provided therein, or if any amount payable under or in
connection with the Operative Documents shall not be paid in full when the same
becomes due and payable, each Guarantor undertakes, but without duplication, to
perform or cause to be performed, within any grace period applicable thereto,
each of such duties, agreements and obligations and to pay forthwith each such
amount to the Administrative Agent for the benefit of the Lenders regardless of
any defense or setoff or counterclaim which any Borrower may have or assert, and
regardless of any other condition or contingency.

          (c) The books and records of each of the Lenders and any certificate
delivered by any Lender to the Guarantors in respect thereof, shall be prima
facie evidence of the amount owing and unpaid in respect of the Guaranteed
Obligations. The failure to record any such information on such books and
records shall not, however, limit or otherwise affect the obligations of any
Borrower to pay such amount or the obligations of the Guarantors hereunder with
respect thereto.

     2.  Nature of Guaranty. This Guaranty is an absolute, unconditional and
         ------------------                                                 
irrevocable guaranty of payment and not a guaranty of collection and is wholly
independent of and in addition to other rights and remedies of the Lenders and
the Agents and is not contingent upon the pursuit by any Agent or any Lender of
any such rights and 

                              GUARANTY AGREEMENT
                              ------------------
                                       3
<PAGE>
 
remedies, such pursuit being hereby waived by each Guarantor. The obligations of
each Guarantor under this Guaranty are joint and several with any other
guarantor of the Guaranteed Obligations, and such obligations of each Guarantor
may be enforced against each Guarantor separately or against any two or more
jointly, or against some separately or some jointly.

     3.  Waivers and Other Agreements. Each Guarantor hereby unconditionally
         ----------------------------                                        
(a) waives any requirement that the Lenders or the Agents upon the occurrence of
any default under any of the Operative Documents by any Borrower, first make
demand upon, or seek to enforce remedies against, such Borrower before demanding
payment under or seeking to enforce this Guaranty, (b) covenants that this
Guaranty will not be discharged except by complete performance of all
obligations of the Borrowers contained in the Operative Documents, (c) agrees
that this Guaranty shall remain in full force and effect without regard to, and
shall not be affected or impaired, without limitation, by any- invalidity,
irregularity or unenforceability in whole or in part of the Operative Documents
or any limitation on the liability of any Borrower thereunder, or any limitation
on the method or terms of payment thereunder which may now or hereafter be
caused or imposed in any manner whatsoever (including, without limitation, usury
laws), (d) waives diligence, presentment and protest with respect to, and any
notice of default or dishonor in the payment of any amount at any time payable
by any Borrower under or in connection with the Operative Documents, and further
waives any requirement of notice of acceptance of, or other formality relating
to, this Guaranty and (e) agrees that the Guaranteed Obligations shall include
any amounts paid by any Borrower to the Lenders which may be required to be
returned to any Borrower, or to any representative or to a trustee, custodian or
receiver for any Borrower. The obligations of each of the Guarantors hereunder
shall be complete and binding forthwith upon the execution of this Guaranty by
it and subject to no condition, whatsoever, precedent or otherwise.

     4.  Obligations Absolute. The obligations, covenants, agreements and duties
         --------------------                                                   
of each Guarantor under this Guaranty shall not be released, affected or
impaired by any of the following whether or not undertaken with notice to or
consent of the Guarantor: (a) any assignment or transfer, in whole or in part,
of any of the Guaranteed Obligations or the Operative Documents although made
without notice to or consent of the Guarantor, or (b) any waiver by the Lenders
or the Agents, or by any other person, of the performance or observance by any
Borrower of any of the agreements, covenants, terms or conditions contained in
the Operative Documents, or (c) any indulgence in or the extension of the time
for payment by any Borrower of any amounts payable under or in connection with
the Operative Documents or of the time for performance by any Borrower of any
other obligations under or arising out of the Operative Documents, or the
extension or renewal thereof, or (d) the modification, amendment or waiver
(whether material or otherwise) of any duty, agreement or obligation of any
Borrower set forth in the Operative Documents (the modification, amendment or
waiver from time to time of the Operative Documents being expressly authorized
without further notice to or consent of the Guarantor), or (e) 

                              GUARANTY AGREEMENT
                              ------------------
                                       4
<PAGE>
 
the voluntary or involuntary liquidation, sale or other disposition of all or
substantially all of the assets of any Borrower, or any receivership,
insolvency, bankruptcy, reorganization, or other similar proceedings, affecting
any Borrower or any of its assets, or (f) the release of any security, if any,
for the obligations of any Borrower under any of the Operative Documents, or the
impairment of or failure to perfect an interest in any such security, or (g) the
merger or consolidation of any Borrower or any of the Guarantors with any other
person, or (h) the release or discharge of any Borrower or any Guarantor from
the performance or observance of any agreement, covenant, term or condition
contained in the Operative Documents or this Guaranty, by operation of law or
otherwise, or (i) the running of any limitation period otherwise applicable, or
(j) any exercise or non-exercise of any right, remedy, power or privilege in
respect of this Guaranty or any of the Operative Documents, including without
limitation the release, discharge or variance of the liability of any Guarantor,
or (k) any other cause whether similar or dissimilar to the foregoing which
would release, affect or impair the obligations, covenants, agreements or duties
of the Guarantor hereunder.

     5.   Indemnity. As a separate, additional and continuing obligation, each
          ---------                                                           
Guarantor, jointly and severally, unconditionally and irrevocably undertakes and
agrees with the Lenders and the Agents that, should the Guaranteed Obligations
not be recoverable from any Guarantor under paragraph 1 for any reason
whatsoever (including, without limitation, by reason of any provision of the
Operative Documents or any other undertaking or obligation arising by law or
otherwise in connection therewith being or becoming void, unenforceable, or
otherwise invalid under any applicable law) then, notwithstanding any knowledge
thereof by the Lenders or the Agents at any time, each Guarantor as sole,
original and independent obligor, upon demand by the Administrative Agent, will
make payment to the Administrative Agent for the benefit of the Lenders of the
Guaranteed Obligations by way of a full indemnity in such currency and otherwise
in such manner as is provided in the Operative Documents or in accordance with
such other undertaking or obligation, as the case may be.

     6.  International Transaction. This Guaranty arises in the context of an
         -------------------------                                           
international transaction, and the specification of payment to any Agent or any
Lender in a specific currency at a specific place and time pursuant to the
Operative Documents is of the essence. Such specified currency shall be the
currency of account and payment. The obligation of the Guarantors hereunder
shall not be discharged by an amount paid in any other currency or at another
place or time, whether pursuant to a judgment or otherwise, to the extent that
the amount so paid, on prompt conversion into the applicable currency and
transfer to the Administrative Agent at the place for payment under normal
banking procedure, does not yield the amount of such currency due under this
Guaranty and the related Operative Documents. In the event that any payment,
whether pursuant to a judgment or otherwise, upon conversion and transfer, does
not result in payment of the amount of such currency due under the Operative
Documents, the Lenders and the 

                              GUARANTY AGREEMENT
                              ------------------
                                       5
<PAGE>
 
Agents shall have an independent cause of action against the Guarantors for 
the currency deficiency.

     7. Judgments. If for purposes of obtaining judgment in any court it becomes
        ---------                                                               
necessary to convert any currency due hereunder or under any Operative Document,
as the case may be, into any other currency, the conversion shall be made at the
Administrative Agent's spot rate of exchange prevailing on the day before the
day on which the judgment is given. In the event there is a change in the
Administrative Agent's spot rate of exchange between the day before the day on
which the judgment is given and the date of payment of such judgment, the
Guarantors will pay such additional amount, if any, or be credited for such
lesser amount as may be necessary to ensure that the amount paid on such date is
the amount in such other currency which when converted at the Administrative
Agent's spot rate of exchange prevailing on the date of payment would yield the
same amount of the currency due hereunder or under any Operative Document, as
the case may be, as would have resulted from a conversion on the day before the
day on which such judgment was given. Any amount due from the Guarantors under
this paragraph 7 will be due as a separate debt and shall not be affected by
judgment being obtained for any other sum due under or in respect of this
Guaranty.

     8.  No Setoff or Deduction. All payments of the Guaranteed Obligations
         ----------------------                                            
hereunder shall be made by the Guarantors without setoff or counterclaim, and
free and clear of, and without deduction or withholding for, or on account of,
any present or future taxes, levies, imposts, duties, fees, assessments, or
other charges of whatever nature, imposed by any governmental authority, or by
any department, agency or other political subdivision or taxing authority. If
such taxes, levies, imposts, duties, fees, assessments or other charges are
imposed, the Guarantors will pay such additional amounts as may be necessary so
that payment of the Guaranteed Obligations, after withholding or deduction for
or on account thereof, will not be less than any amount provided to be paid
hereunder or under any Operative Document, as the case may be, and, in any such
case, the Guarantors will furnish to the Administrative Agent certified copies
of all tax receipts evidencing the payment of such amounts within 45 days after
the date any such payment is due pursuant to applicable law.


     9.  Defaults. The occurrence of any one or more of the following events or
         --------                                                              
conditions shall be deemed an "Event of Default" under this Guaranty:

         (a) Any Guarantor shall fail to pay when due any amount payable under 
this Guaranty; or

         (b) Any representation or warranty made by the Guarantor in this
Guaranty, or in any certificate, report, financial statement or other document
is furnished by or on behalf of any Guarantor shall prove to have been incorrect
in any material respect when made or deemed made; or

                              GUARANTY AGREEMENT
                              ------------------
                                       6
<PAGE>
 
          (c) Any Guarantor shall fail to perform or observe any term, covenant
or agreement contained in this Guaranty beyond any period of grace, if any,
provided with respect thereto; or

          (d) Any event of default under the Loan Agreement.

     10.   Remedies. (a) Upon the occurrence and during the continuance of any
           --------                                                           
Event of Default, the Administrative Agent on behalf of the Lenders may, in
addition to the remedies provided in the Operative Documents, exercise and
enforce any and all other rights and remedies available to the Agents or any
Lender, whether arising under this Guaranty or the Operative Documents or under
applicable law, in any manner deemed appropriate by the Administrative Agent and
the Lenders, including suit in equity, action at law, or other appropriate
proceedings, whether for the specific performance (to the extent permitted by
law) of any covenant or agreement contained in this Guaranty or the Operative
Documents or in aid of the exercise of any power granted in this paragraph 10.

          (b) Upon the occurrence and during the continuance of any Event of
Default, each of the Lenders may at any time and from time to time, without
notice to any Guarantor or any Borrower (any requirement for such notice being
expressly waived by each Guarantor and each Borrower) set off and apply against
any and all of the obligations of any Guarantor or each Borrower now or
hereafter existing under this Guaranty or any Operative Document any and all
deposits (general or special, time or demand, provisional or final) at any time
held and other indebtedness at any time owing by the Lenders to or for the
credit or the account of any Guarantor or any Borrower and any property of any
Guarantor or any Borrower from time to time in possession of any Lender,
irrespective of whether or not such Lender shall have made any demand hereunder
and although such obligations may be contingent and unmatured. Each of the
Lenders agrees to provide notice to such Guarantor or such Borrower, as the case
may be, within a reasonable period of time after the exercise of its set off
rights. The Guarantors and the Borrowers each hereby grant to each Lender a lien
on and security interest in all such deposits, indebtedness and property as
collateral security for the payment and  performance of the obligations of the
Guarantors and the Borrower under this Guaranty and the Operative Documents.

          (c) The rights of the Lenders and the Agents under this paragraph 10
are in addition to other rights and remedies (including, without limitation,
other rights of setoff) which any Agent or any Lender may have. After the
occurrence and during the continuance of any Event of Default, the Lenders and
the Administrative Agent may apply any payments and other amounts received in
respect of the Guaranteed Obligations in such manner as they may determine to
any obligations of the Borrowers, the Guarantors [or any of their respective
subsidiaries or affiliates owing to the Lenders].

                              GUARANTY AGREEMENT
                              ------------------
                                       7
<PAGE>
 
     11.  Waiver. Each Guarantor agrees that it will not at any time insist upon
          ------                                                                
or plead, or in any manner whatever claim or take any benefit or advantage of
any applicable present or future stay, extension or moratorium law, which may
affect observance or performance of the provisions of this Guaranty or any
Operative Document; nor will it claim, take or insist upon any benefit or
advantage of any present or future law providing for the evaluation or appraisal
of any security for its obligations hereunder or of the Borrowers under this
Guaranty or any Operative Document prior to any sale or sales thereof which may
be made under or by virtue of any instrument governing the same; nor will it,
after any such sale or sales claim or exercise any right, under any applicable
law, to redeem any portion of such security so sold.

     12. Amendments, Etc. No amendment or waiver of any provision of this
         ---------------                                                 
Guaranty, nor consent to any departure by any Guarantor therefrom, shall be
effective unless the same shall be in writing and signed by the Lenders and the
Administrative Agent, and then such amendment, waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given. Each such amendment, waiver or consent shall be binding upon the
Borrowers, whether or not undertaken with notice to or the consent of the
Borrowers. Each Borrower, by accepting and entering into any loans, credit and
other banking transactions with the Lenders, shall be deemed to have
acknowledged and agreed to the terms and conditions hereof, including without
limitation paragraphs 9 and 10 hereof. Each Guarantor agrees from time to time
to provide to the Lenders such confirmation thereof as any Lender may request.

     13. Notices. All notices and other communications hereunder shall be in
         -------                                                            
writing and shall be delivered or sent to the Guarantors at the respective
address set forth next to the name of each Guarantor on the signature pages
hereof and in the manner, and with respect to the Administrative Agent at the
address, provided in accordance with Section 8.2 of the Loan Agreement.

     14. Conduct No Waiver; Remedies Cumulative. The obligations of the
         --------------------------------------                        
Guarantors under this Guaranty are continuing obligations and a fresh cause of
action shall arise in respect of each default hereunder. No course of dealing on
the part of any Agent or any Lender, nor any delay or failure on the part of any
Agent or any Lender in exercising any right, power or privilege hereunder or
under any Operative Document shall operate as a waiver of such right, power or
privilege or otherwise prejudice any Agent's or any Lender's rights and remedies
hereunder or thereunder; nor shall any single or partial exercise thereof
preclude any further exercise thereof or the exercise of any other right, power
or privilege. No right or remedy conferred upon or reserved to any Agent or any
Lender under this Guaranty is intended to be exclusive of any other right or
remedy, and every right and remedy shall be cumulative and in addition to every
other right or remedy given hereunder or under any Operative Document or now or
hereafter existing under any applicable law.  Every right and remedy given by
this Guaranty or under any Operative 

                              GUARANTY AGREEMENT
                              ------------------
                                       8
<PAGE>
 
Document or by applicable law to any Agent or any Lender may be exercised 
from time to time and as often as may be deemed expedient by an agent or any 
Lender.

     15.  Reliance on and Survival of Various Provisions.  All terms, covenants,
          ----------------------------------------------                        
agreements, representations and warranties of the Guarantors made herein or in
any certificate or other document delivered pursuant hereto shall be deemed to
be material and to have been relied upon by the Agents and the Lenders,
notwithstanding any investigation heretofore or hereafter made by the Agents and
the Lenders or on their behalf.

     16.   No Investigation.  Each Guarantor hereby waives unconditionally any
           ----------------                                                   
obligation which, in the absence of this provision, the Agents and the Lenders
might otherwise have to investigate or to assure that there has been compliance
with the law of any jurisdiction with respect to the Guaranteed Obligations
recognizing that, to save both time and expense, the Guarantors have requested
that the Agents and the Lenders not undertake such investigation.

     17.  Governing Law,  This Guaranty is a contract made under, and the rights
          -------------                                                         
and obligations of the parties hereunder, shall be governed by and construed in
accordance with, the laws of the State of Michigan applicable to contracts to be
made and to be performed entirely within such State without regard to the choice
of law principle of such State. Each Guarantor agrees that any legal action or
proceeding with respect to this Guaranty or the transactions contemplated hereby
or by the Operative Documents or related hereto or thereto shall be brought in a
court in the State of Michigan, or a court of the United States of America
sitting in the State of Michigan, and each Guarantor hereby submits to and
accepts generally and unconditionally the jurisdiction of those courts with
respect to its person and property, and irrevocably consents to the service of
process in connection with any such action or proceeding by personal delivery to
the Guarantors or by mailing thereof by registered or certified mail, postage
prepaid, to the Guarantors or by mailing thereof by registered or certified
mail, postage prepaid, to the Guarantors at the address as provided from time to
time in paragraph 13.  Each Guarantor further agrees upon the request of the
Administrative Agent to appoint an agent for service of process and to maintain
such an agent in the State of Michigan for such purpose.  Notwithstanding the
foregoing, nothing in this paragraph shall affect the right of the Agents or the
Lenders to serve process in any other manner permitted by law or limit the right
of the Agents or the Lenders to bring any such action or proceeding against any
Guarantor or its property in the courts of any other jurisdiction.  Each
Guarantor hereby irrevocably waives any objection to the laying of venue of any
such suit or proceeding in the above-described courts.

     18.  Headings, Etc.  The headings of the various subdivisions hereof are
          -------------                                                      
for convenience of reference only and shall in no way modify any of the terms or
provisions hereof.  If any provision of this Guaranty refers to any action to be
taken by any person, 

                              GUARANTY AGREEMENT
                              ------------------
                                       9
<PAGE>
 
or which such person is prohibited from taking, such provision shall be 
applicable whether such action is taken directly or indirectly by such person, 
whether or not expressly specified in such provision.

     19.  Integration and Severability; Enforceability.  This Guaranty and the
          --------------------------------------------                        
Operative Documents embody the entire agreement and understanding between the
Guarantors and the Lenders, and supersede all prior agreements and
understandings, relating to the subject matter hereof.  In any case one or more
of the obligations of any Guarantor or any Borrower under this Guaranty or any
Operative Document shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
obligations of such Guarantor or any Borrower shall not in any way be affected
or impaired thereby, and such invalidity, illegality or unenforceability in one
jurisdiction shall not affect the validity, legality or enforceability of the
obligations of any Guarantor or any Borrower under this Guaranty or any
Operative Document in any other jurisdiction. It is expressly acknowledged and
agreed that the obligations of any Guarantor under this Guaranty shall not in
any way be affected or impaired by any invalidity, illegality or
unenforceability of any obligation of any Borrower under any Operative Document.
If at any time all or any portion of the obligation of any Guarantor under this
Guaranty would otherwise be determined by a court of competent jurisdiction to
be invalid, unenforceable or avoidable under Section 548 of the federal
Bankruptcy Code or under a similar applicable law of any jurisdiction, then
notwithstanding any other provisions of this Guaranty to the contrary such
obligation or portion thereof of such Guarantor under this Guaranty shall be
limited to the greatest of (i) the value of any quantifiable economic benefits
accruing to such Guarantor as a result of this Guaranty, (ii) an amount equal to
95% of the excess on the date the relevant liabilities were incurred of the
present fair saleable value of the assets of such Guarantor over the amount of
all liabilities of such Guarantor, contingent or otherwise, and (iii) the
maximum amount for which this Guaranty is determined to be enforceable.

     20. Subordination, Subrogation. Etc. Each Guarantor agrees that any present
         -------------------------------                                        
or future indebtedness, obligations or liabilities of the Borrowers to the
Guarantor shall be fully subordinate and junior in right and priority of payment
to any present or future indebtedness, obligations or liabilities of the
Borrowers to the Lenders. Each Guarantor waives any right of subrogation,
reimbursement, indemnity, exoneration, assignment, implied contract or any other
claim whatsoever it may now or hereafter have against any Borrower, including
without limitation any rights of recourse to security for the debts and
obligations of any Borrower, unless and until the Guaranteed Obligations shall
have been irrevocably paid in full.

     21. Counterpart Execution. This Guaranty may be signed upon any number of
         ---------------------                                                
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument. This Guaranty shall
become effective 

                              GUARANTY AGREEMENT
                              ------------------
                                      10
<PAGE>
 
as to each Guarantor when a counterpart hereof shall have been signed by such 
Guarantor.

     22. Waiver of Jury Trial. The Lenders and the Agents in accepting this
         --------------------                                              
Guaranty, and each Guarantor, after consulting or having had the opportunity to
consult with counsel, knowingly, voluntarily and intentionally waive any right
any of them may have to a trial by jury in any litigation based upon or arising
out of this Guaranty, any Operative Document or any related instrument or
agreement or any of the transactions contemplated by this Guaranty or any
Operative Document or related hereto or thereto. Neither the Lenders and the
Agents nor any Guarantor shall seek to consolidate, by counterclaim or
otherwise, any such action in which a jury trial has been waived with any other
action in which a jury trial cannot be or has not been waived. These provisions
shall not be deemed to have been modified in any respect or relinquished by the
Lenders, the Agents or the Guarantors except by a written instrument executed by
all of them.

               [The rest of this page intentionally left blank.]

                              GUARANTY AGREEMENT
                              ------------------
                                      11
 
<PAGE>
 
     IN WITNESS WHEREOF, the undersigned has caused this Guaranty to be duly
executed and to be delivered as of the day and year first set forth above.

Address for Notice:                  EMPIRE AIR SYSTEMS, INC.

c/o Numatics Incorporated            By:
1450 Milford Road                        -------------------------------
Highland, Michigan 48357             Its:
Attention:  Chief Financial Officer      -------------------------------
Facsimile No.: (810) 887-2142

                              GUARANTY AGREEMENT
                              ------------------
                                      12