EXHIBIT 10-3


GUARANTY


          IN CONSIDERATION of the sum of One Dollar ($1.00), cash in hand paid, and other valuable consideration, as well as for the purpose of seeking to induce BRANCH BANKING AND TRUST COMPANY, having a principal office at 1300 South Babcock Street, Melbourne, Florida 32901 (hereinafter termed the “Bank”), to extend credit to ______________, a __________corporation (hereinafter termed the “Principal”), the undersigned (hereinafter termed the “Guarantor”) does hereby absolutely and unconditionally guarantee to said Bank and to its endorsers, transferees, successors or assigns of either this guaranty or any of the obligations secured hereunder, the prompt payment and performance, according to their respective terms, of all liabilities (as hereinafter defined) of the Principal to the Bank.

	
  
1.
  	
  
The term “Liability” or “Liabilities” as used herein   shall include, without limitation, all of the obligations of the Guarantor   hereunder, and all liabilities and obligations of Principal to Bank, and all   payment and performance obligations of Principal under the Loan Documents.   This guaranty is additional and supplemental to any and all other guaranties   heretofore and hereafter executed by any Guarantor for benefit of Bank,   whether or not relating to the Liabilities, and shall not supersede or be   superseded by any other document or guaranty executed by any Guarantor or any   other person or entity for any purpose.
  
	
  
 
  	
  
 
  
	
  2.
  	
  
The Guarantor waives notice of acceptance of this   guaranty and notice of any Liability to which it may apply, and waives   presentment, demand for payment, protest, notice of dishonor or nonpayment of   any Liabilities and any suit or the taking of other action by Bank against   and any other notice to any party liable thereon (including the Guarantor).
  
	
  
 
  	
  
 
  
	
  
3.
  	
  
Bank may at any time and from time to time without   notice to the Guarantor (except as required by law), without incurring   responsibility to the Guarantor, without impairing, releasing or otherwise   affecting the obligations of the Guarantor, in whole or in part, and without   the endorsement or execution by the Guarantor of any additional consent,   waiver or guaranty  (a) change the   manner, place or terms of payment, and change or extend the time of or renew   or alter, any Liability or installment thereof, or any security therefor, and   may lend additional monies or extend additional credit to Principal, with or   without security, thereby creating new Liabilities, the payment of which   shall be guaranteed hereunder, and the guaranty herein made shall apply to   the Liabilities as so changed, extended, renewed, increased or otherwise   altered;  (b) sell, exchange, release,   surrender, realize upon or otherwise deal with in any manner and in
any order   any property at any time pledged or mortgaged to secure the Liabilities and   any offset thereagainst;  (c) exercise   or refrain from exercising any rights against Principal or others (including   the Guarantor) or act or refrain from acting in any other manner;  (d) settle or compromise any Liability or   any security therefor and may subordinate the payment of all or any part   thereof to the payment of any Liability (whether or not due) of Principal to   creditors of Principal other than Bank and the Guarantor; and (e) apply any   sums from any sources to any Liability without regard to any Liabilities   remaining unpaid.
  
	
   
  	
  
 
  
	
  
4.
  	
  
No invalidity, irregularity or unenforceability of   all or any part of the Liabilities or of any security therefor shall affect,   impair or be a defense to this guaranty, and this guaranty is a primary and   absolute obligation of the Guarantor.
  
	
  
 
  	
  
 
  
	
  
5.
  	
  
This guaranty is a continuing one, and all   Liabilities to which it applies or may apply under the terms hereof shall be   conclusively presumed to have been created in reliance hereon.  The death or insanity of any Guarantor   shall have the effect of a notice of termination only after the Bank has   actually received written notice from such Guarantor’s legal representative;   provided, however, that no notice of such death or insanity shall affect, in   any manner, rights arising under this guaranty with respect to Liabilities   that shall have been created, contracted, assumed or incurred prior to   receipt by Bank of written notice of such death or insanity, or Liabilities   that shall have been created, contracted for, assumed or incurred after   receipt of such written notice pursuant to any agreement entered into by Bank   prior to receipt of such notice, and the estate of such Guarantor shall then   remain liable for any such Liabilities, and
the sole effect of such notice of   such death or insanity shall be to exclude (as to that Guarantor only) from   this guaranty Liabilities thereafter arising that are unconnected with   Liabilities theretofore arising or transactions theretofore entered into.  The obligations of any other Guarantor   shall remain unaffected by the death or insanity of any one or more   Guarantors.
  













	
  
6.
  	
  
Notwithstanding anything to the contrary contained   herein, this guaranty shall stand as and for the Guarantor’s guaranty of   those certain credits granted by Bank to Principal evidenced by that certain   renewal revolving line of credit promissory note of Principal to Bank dated   of even date herewith in the original principal amount of THREE MILLION AND   NO/100 DOLLARS ($3,000,000.00), according to the terms thereof, and to all   renewals, extensions, and modifications thereof, plus interest thereon, and   any disbursements made for the payment of taxes, levies, or insurance on the   mortgaged property, and for maintenance, repair, protection, and preservation   of the mortgaged property, with interest on such disbursements.  Bank, by its acceptance hereof, agrees   that upon payment to Bank in full of the herein described indebtedness, this   guaranty shall be of no further force and effect.
  
	
  
 
  	
  
 
  
	
  
7.
  	
  
All notices provided to be given to Bank herein   shall be sent by registered or certified mail, return receipt requested, to   the address shown in the preamble to this agreement.
  
	
  
 
  	
  
 
  
	
  
8.
  	
  
Any and all rights and claims of the Guarantor   against Principal or any of its property shall be subordinate and subject in   right of payment to the prior payment in full of all Liabilities.
  
	
   
  	
  
 
  
	
  
9.
  	
  
Bank at all times, and from time to time, following   any material adverse change in the financial condition of any one of the   Guarantor shall have the right to require the Guarantor to deliver to Bank,   as security for the Liabilities, collateral security, original or additional,   satisfactory to Bank.
  
	
  
 
  	
  
 
  
	
  
10.
  	
  
As security for the Liabilities, Bank is hereby   given a lien upon, security title to and a security interest in all property   of the Guarantor now or at any time hereafter in possession of Bank in any   capacity whatsoever, and whether joint or by the entireties, including but   not limited to any balance or share of any deposit, account, trust, agency or   special account, or items of monies of the Guarantor now or hereafter in the   possession or control of or otherwise with Bank, to include all dividends and   distributions thereon or other rights in connection therewith, and Bank shall   have such right to such property as authorized by law.  Without limiting the generality of the   foregoing, Bank shall have a prior perfected security interest to secure the   Liabilities and may, at any time or from time to time at its option and   without notice: (a) appropriate and apply towards the payment of any of the   Liabilities the balance of any such account

of the Guarantor, and (b)   transfer into its own name or that of its nominee any such property in the   possession or custody of Bank.
  
	
  
 
  	
  
 
  
	
  11.
  	
  
The Guarantor shall be in default hereunder   upon:  (a) non-payment of any   Liability when due;  (b) failure of   Principal or the Guarantor to perform any agreement creating or otherwise   affecting any Liability or any provision hereof, or to pay in full, when due,   any other obligation of Principal or the Guarantor;  (c) the dissolution, death or insanity, termination of   existence, insolvency, or business failure of Principal or the Guarantor,   appointment of a receiver of any part of the property of Principal or of any   material part of the property of Guarantor, assignment for the benefit of   creditors or the commencement of any proceedings in bankruptcy or insolvency   by Principal or by the Guarantor or the failure to timely contest to or to   dismiss within thirty (30) days of filing, any involuntary proceeding seeking   the adjudication of Principal, or the Guarantor as bankrupt or   insolvent;  (d) the entry of a final,
unappealable judgment having a material adverse effect against Principal or   the Guarantor;  (e) the taking of   possession of any substantial part of the property of Principal or the   Guarantor at the instance of any governmental authority;  (f) the merger, consolidation or   reorganization of Principal or the Guarantor;  (g) the determination by Bank that a material adverse change   has occurred in the financial condition of Principal or the Guarantor from   the conditions set forth in the most recent financial statement of any such   party heretofore furnished to Bank or from the condition of such party as   heretofore most recently disclosed to Bank in any manner; or  (h) falsity in any material respect of, or   any material omission in any representation or statement made to Bank by or   on behalf of Principal or the Guarantor in connection with any Liability or   other obligation of such parties.
  




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  12.
  	
  
Upon the occurrence of any default hereunder, Bank   shall have all of the remedies of a creditor and to the extent applicable, of   a secured party, under all applicable law.    Without limiting the generality of the foregoing, Bank may, at its   option and without notice or demand:    (a) declare any Liability accelerated and due and payable at once,   and  (b) take possession of any   collateral security wherever located, and sell, resell, assign, transfer and   deliver all or any part of said property of Principal or the Guarantor, at   any public or private sale, for cash or on credit, and upon any such sale,   Bank, unless prohibited by law the provisions of which cannot be waived, may   purchase all or any part of said property to be sold, free from and   discharged of all trusts, claims, right of redemption and equities of the   Principal or Guarantor whatsoever; and    (c) set off against any or all Liabilities or other obligations of
the   Guarantor all money owed by Bank in any capacity to the Guarantor whether or   not due, and also set off against all other Liabilities of Principal or   obligations of the Guarantor to Bank all money owed by Bank in any capacity   to any Principal or the Guarantor,    and Bank shall be deemed to have exercised such right of setoff and to   have made a charge against any such money immediately upon the occurrence of   such default although made or entered on the books subsequent thereto.  Until all of the obligations of Principal   to Bank have been paid and performed in full, Guarantor shall have no right   of subrogation to Bank against Principal, and Guarantor hereby waives any   rights to enforce any remedy which Bank may have against Principal and any   rights to participate in any security for the note.
  
	
  
 
  	
  
 
  
	
  
13.
  	
  
Guarantor shall pay all costs of collection and   reasonable attorneys’ fees, including reasonable attorneys’ fees of any suit   out of court, in trial, on appeal, in bankruptcy proceedings or otherwise,   incurred or paid by Bank in enforcing the payment of any Liability or enforcing   or preserving any right or interest of Bank hereunder, including the   collection, sale or delivery of any collateral security from time to time   pledged hereunder, and after deducting such fees, costs and expenses from the   proceeds of sale or collection, Bank may apply any residue to pay any of the   Liabilities and the Guarantor shall continue to be liable for any deficiency   with interest, which shall remain a Liability.
  
	
   
  	
  
 
  
	
  
14.
  	
  
If claim is ever made upon Bank for repayment or   recovery of any amount or amounts received by Bank in payment or on account   of any of the Liabilities and Bank repays all or part of said amount by   reason of any judgment, decree or order of any court or administrative body   having jurisdiction over Bank or any of its property or any settlement or   compromise of any such claim effected by Bank with any such claimant   (including Principal), then the Guarantor agrees that any such judgment,   decree, order, settlement or compromise shall be binding upon the Guarantor,   notwithstanding any revocation hereof or the cancellation of any note or   other instrument evidencing any Liability, and the Guarantor shall be and   remain liable to Bank hereunder for the amount so repaid or recovered to the   same extent as if such amount had never originally been received by Bank.
  
	
  
 
  	
  
 
  
	
  
15.
  	
  
Any acknowledgment, new promise, payment of   principal or interest, or otherwise, whether by Principal or others   (including the Guarantor), with respect to any of the Liabilities shall, if   the statute of limitations in favor of the Guarantor against Bank shall have   commenced to run, toll the running of such statute of limitations and, if the   period of such statute of limitations shall have expired, prevent the   operation of such statute of limitations.
  
	
  
 
  	
  
 
  
	
  
16.
  	
  
Bank shall not be bound to take any steps necessary   to preserve any rights in any of the property of the Guarantor against prior   parties who may be liable in connection therewith, and the Guarantor hereby   agrees to take any such steps.  Bank   may, nevertheless, at any time after and during the continuance of a   default  (a) take any action it may   deem appropriate for the care or preservation of such property or of any   rights of the Guarantor or Bank therein;    (b) demand, sue for, collect or receive any money or property at any   time due, payable or receivable on account of or in exchange for any property   of the Guarantor;  (c) compromise and   settle with any person liable on such property, or  (d) extend the time of payment or otherwise change the terms   thereof as to any party liable thereon, all without notice to, without   incurring responsibility to, and without affecting any of the obligations of   the
Guarantor.
  



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17.
  	
  
No delay on the part of Bank in exercising any of   its options, powers or rights, or partial or single exercise thereof, shall   constitute a waiver thereof.  No   waiver of any of its rights hereunder, and no modification or amendment of   this guaranty, shall be deemed to be made by Bank unless the same shall be in   writing, duly signed on behalf of Bank, and each such waiver, if any, shall   apply only with respect to the specific instance involved, and shall in no   way impair the rights of Bank or the obligations of the Guarantor to Bank in   any other respect at any other time.
  
	
  
 
  	
  
 
  
	
  
18.
  	
  
Bank shall not be required to proceed first against   Principal, or any other person, firm or corporation, whether primarily or   secondarily liable, or against any collateral security held by it, before   resorting to the Guarantor for payment, and the Guarantor shall not be   entitled to assert as a defense to the enforceability of the guaranty set   forth herein any defense of Principal with respect to any Liability.
  
	
  
 
  	
  
 
  
	
  
19.
  	
  
Guarantor hereby subordinates any and all   indebtedness of Principal now or hereafter owed to Guarantor to all indebtedness   of Principal to Bank, and agrees with Bank that Guarantor shall not demand or   accept any payment of principal or interest from Principal, shall not claim   any offset or other reduction of Guarantor’s obligations hereunder because of   any such indebtedness and shall not take any action to obtain any of the   security described in and encumbered by the security instruments; provided,   however, that, if Bank so requests, such indebtedness shall be collected,   enforced and received by Guarantor as trustee for Bank and be paid over to   Bank on account of the indebtedness of Principal to Bank, but without   reducing or affecting in any manner the Liability of Guarantor under the   other provisions of this Guaranty.
  
	
   
  	
  
 
  
	
  
20.
  	
  
Each Guarantor warrants and represents to Bank that   all financial statements heretofore delivered by said Guarantor to Bank are   true and correct in all respects as of the date hereof.
  





	
  
 
  	
  
a.
  	
  
Guarantor shall promptly, from time to time, furnish   Bank with such financial reports and data as Bank may request.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
b.
  	
  
Bank shall have no duty to pass on to Guarantor at   any time its knowledge about the financial affairs or condition of Principal   or of any other Guarantor of the Liabilities.  Guarantor warrants that it has independent means to keep itself   informed about these matters.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
c.
  	
  
The Bank is hereby authorized to deliver a copy of   any financial statements, tax returns or any other information relating to   the business operations or financial condition of any  Guarantor which may be furnished to it or   come to its attention pursuant to the Loan Documents or otherwise, to any   regulatory body or agency having jurisdiction over Bank or to any person   which shall, or shall have the right or obligation to, succeed to all or any   part of  Bank’s interest (or any   interest) in the Loan Documents.
  





	
  
21.
  	
  
This guaranty may not be changed orally or by   implication, and no obligation of Guarantor can be released or waived by Bank   or any officer or agent of Bank, except by a writing, signed by a duly   authorized officer of Bank.  This   guaranty shall be irrevocable by Guarantor until all indebtedness guaranteed   hereby has been completely repaid and all obligations and undertakings of   Principal under, by reason of, or pursuant to the note and loan documents   have been completely performed.
  
	
  
 
  	
  
 
  
	
  22.
  	
  
If from any circumstances whatsoever fulfillment of   any provisions of this guaranty, at the time performance of such provision   shall be due, shall involve transcending the limit of validity prescribed by   any applicable usury statute or any other applicable law as of the date   hereof, with regard to obligations of like character and amount, then ipso   facto the obligation to be fulfilled shall be reduced to the limit of such   validity, so that in no event shall any exaction be possible under this   guaranty that is in excess of the limit of such validity as of the date   hereof, but such obligation shall be fulfilled to the limit of such   validity.  The provisions of this   paragraph shall control over every other provision of this guaranty.
  




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23.
  	
  
The failure of any other person to sign this   guaranty shall not release or affect the obligations or liability of the   Guarantor.  If more than one party   executes this Guaranty, the obligations of the Guarantor hereunder shall be   joint and several and the term “Guarantor” shall include each as well as all   of them.  This Guaranty may be   executed in any number of counterparts, each of which shall be deemed an   original instrument, but all such counterparts together shall constitute one   and the same instrument.
  
	
  
 
  	
  
 
  
	
  
24.
  	
  
The term “Guarantor” wherever used herein shall mean   the Guarantor or any one or more of them.    Anyone executing this guaranty shall be bound by the terms hereof   without regard to execution by anyone else.    This guaranty is binding upon the Guarantor, his, their, or its   executors, administrators, successors or assigns, and shall inure to the   benefit of Bank, its successors, endorsees or assigns.  This Guaranty shall in no event be   impaired by any change which may arise by reason of the death of Principal or   Guarantor, if individuals, or by reason of the dissolution of Principal or   Guarantor, if Principal or Guarantor is a corporation or partnership.
  
	
   
  	
  
 
  
	
  
25.
  	
  
Notwithstanding anything to the contrary in this   guaranty, the Guarantor hereby irrevocably waives all rights it may have at   law or in equity (including, without limitation, any law subrogating the   Guarantor to the rights of the Bank) to seek contribution, indemnification,   or any other form of reimbursement from the Principal, or any other person   now or hereafter primarily liable for any obligation of the Principal to the   Bank, for any disbursement made by the Guarantor under or in connection with   this guarantee or otherwise.
  
	
  
 
  	
  
 
  
	
  
26.
  	
  
This agreement has been delivered in the State of   Florida and shall be construed in accordance with the laws of Florida.  Wherever possible, each provision of this   agreement shall be interpreted in such manner as to be effective and valid   under applicable law, but if any provision of this agreement shall be   prohibited by or invalid under applicable law, such provision shall be   ineffective to the extent of such prohibition or invalidity, without   invalidating the remainder of such provision or the remaining provisions of   this agreement.  To the extent   permitted by applicable law, the Guarantor hereby waives any provision of law   that renders any provision hereof prohibited or unenforceable in any   respect.  Guarantor, whether or not a   Florida resident, hereby waives any plea or claim of lack of personal   jurisdiction or improper venue in any action, suit or proceeding brought upon   to enforce this Guaranty or the
Liabilities.    The Guarantor specifically authorizes any such action to be instituted   and prosecuted in any Circuit Court in Florida, or United States District   Court of Florida, at the election of Bank, where venue would lie and be   proper against any Principal.
  
	
   
  	
  
 
  
	
  
27.
  	
  
GUARANTOR AND BANK HEREBY KNOWINGLY, VOLUNTARILY AND   INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT   OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION   WITH THIS GUARANTY AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN   CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS   (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY.  THIS PROVISION IS A MATERIAL INDUCEMENT   FOR THE BANK MAKING THE LOAN OR EXTENSION OF CREDIT EVIDENCED BY THIS   AGREEMENT.
  




[Signatures on following page]


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Dated this    _______________________.
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Signed, sealed and delivered
  	
  
 
  	
  
 
  
	
  in the presence of:
  	
  
 
  	
  
“GUARANTOR”
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
a _______corporation
  
	
  
 
  	
  
 
  	
  
 
  
	
  


  	
  
BY:
  	
  
 
  
	
  
Print Name: _________________________
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
Treasurer
  
	
  


  	
  
 
  	
  
 
  
	
  
Print Name: _________________________
  	
  
 
  	
  
 
  




STATE OF FLORIDA 
 COUNTY OF ___________________


          The foregoing instrument was executed and acknowledged before me this _____________ by _________________, as _____________ of_____________, a ________ corporation, on its behalf.

	
  
 
  	
  


  
	
  
(SEAL)
  	
  
Signature of Notary Public
  
	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
   
  	
  Name of Notary Public
  
	
   
  	
  (Typed, Printed or stamped)
  



Personally Known ____________ OR  Produced Identification  ____________________________________
 Type of Identification Produced:  _____________________________________________________________

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