ex10_13.htm


    GUARANTY

     

    This
GUARANTY (as amended,
restated, supplemented, or otherwise modified and in effect from time to time,
this “Guaranty”) is made
as of this 23rd day of
June, 2008 , by Options Acquisition Sub,, Inc., a Delaware corporation (“the
“Guarantor”) in favor of
CUSTOMER
ACQUISITION NETWORK HOLDINGS, INC., a Delaware corporation.(the “Secured Party”).

     

    W
I T N E S S E T H:

     

    WHEREAS, as of the date hereof, the
Secured Party  has made a loan and certain other financial
accommodations (collectively, the “Loan”) to OPTIONS
MEDIA GROUP HOLDINGS, INC., a Nevada  corporation (the “Company”), as evidenced by
those certain secured senior note in an original aggregate principal amount of
$1,000,000.00 (such
note, together with any promissory notes or other securities issued in exchange
or substitution therefor or replacement thereof, and as any of the same may be
amended, supplemented, restated or modified and in effect from time to time, the
“Note”);

     

    WHEREAS, pursuant to a Pledge Agreement
of even date herewith (as the same may be amended, restated, supplemented or
otherwise modified and in effect from time to time, the “Pledge Agreement”) by the
Company in favor of the Secured Party, the Company has created a lien on and
security interest in all of the capital stock and other equity interests of the
Guarantor to the Secured Party, and pledged such capital stock and equity
interests to the Secured Party, for its benefit;

     

    WHEREAS, pursuant to a Security
Agreement of even date herewith (as the same may be amended, restated,
supplemented or otherwise modified and in effect from time to time, the “Security Agreement”) by the
“Debtors” (as defined therein) in favor of the Secured Party, such Debtors have
granted the Secured Party , for its benefit, a first priority security interest
in, and lien upon and pledge of each of their rights in the Collateral (as
defined in the Security Agreement); and

     

    WHEREAS, the Guarantor is
a  direct subsidiary of the Company and, as such, will derive
substantial benefit and advantage from the Loans and other financial
accommodations available to the Company set forth in the Note, and it will be to
each Guarantor’s direct interest and economic benefit to assist the Company in
procuring said Loans and other financial accommodations from the Secured
Party.

     

    NOW, THEREFORE, for and in
consideration of the premises and in order to induce the Secured Party to make
the Loans, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Guarantor hereby agrees as
follows:

     

    1. Definitions. As used
herein:

     

    “Bankruptcy Code” shall mean
the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. §101, et seq.), as amended
and in effect from time to time thereunder.

     

    “Event of Default” shall have
the meaning ascribed to such term in the Note.

     

    “Obligations” shall mean (i)
all obligations, liabilities and indebtedness of every nature of the Company
from time to time owed or owing to the Secured Party, including, without
limitation, all obligations, liabilities and indebtedness of every nature of the
Company under the Loan, the Note, the Security Agreement and the other
transaction documents, including, without limitation, the principal amount of
all debts, claims and indebtedness, accrued and unpaid interest and all fees,
taxes, indemnities, costs and expenses, whether primary, secondary, direct,
contingent, fixed or otherwise, heretofore, now and/or from time to time
hereafter owing, due or payable whether before or after the filing of a


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    bankruptcy,
insolvency or similar proceeding under applicable federal, state, foreign or
other law and whether or not an allowed claim in any such proceeding, and
(ii) all obligations, liabilities and indebtedness of every nature of the
Guarantor from time to time owed or owing to the  Secured Party,
including, without limitation, all obligations, liabilities and indebtedness of
every nature of the Guarantor under or in respect of this Guaranty, the Loan,
the Note, the Pledge Agreement, the Security Agreement, and the other documents
executed in relation to the Loan (the “Transaction Documents”), as
the case may be, including, without limitation, the principal amount of all
debts, claims and indebtedness, accrued and unpaid interest and all fees, taxes,
indemnities, costs and expenses, whether primary, secondary, direct, contingent,
fixed or otherwise, heretofore, now and/or from time to time hereafter owing,
due or payable whether before or after the filing of a bankruptcy, insolvency or
similar proceeding under applicable federal, state, foreign or other law and
whether or not an allowed claim in any such proceeding.

     

    2. Guaranty of
Payment.

     

    (a) The  Guarantor
hereby unconditionally and irrevocably guaranties the full and prompt payment
and performance to  the Secured Party when due, upon demand, at
maturity or by reason of acceleration or otherwise and at all times thereafter,
of any and all of the Obligations.

     

    (b) The  Guarantor
acknowledges that valuable consideration supports this Guaranty, including,
without limitation, the consideration set forth in the recitals above, as well
as any commitment to lend, extension of credit or other financial accommodation,
whether heretofore or hereafter made by the Secured Party  to the
Company; any extension, renewal or replacement of any of the Obligations; any
forbearance with respect to any of the Obligations or otherwise; any
cancellation of an existing guaranty; any purchase of any of the Company’s
assets by the Secured Party; or any other valuable consideration.

     

    (c) The  Guarantor
agrees that all payments under this Guaranty shall be made in United States
currency and in the same manner as provided for the Obligations.

     

    (d) Notwithstanding
any provision of this Guaranty to the contrary, it is intended that this
Guaranty, and any interests, liens and security interests granted by the
Guarantor as security for this Guaranty, not constitute a “Fraudulent
Conveyance” (as defined below) in the event that this Guaranty or such interest
is subject to the Bankruptcy Code or any applicable fraudulent conveyance or
fraudulent transfer law or similar law of any state.  Consequently,
the Guarantor and the Secured Party agree that if this Guaranty, or any such
interests, liens or security interests securing this Guaranty, would, but for
the application of this sentence, constitute a Fraudulent Conveyance, this
Guaranty and each such lien and security interest shall be valid and enforceable
only to the maximum extent that would not cause this Guaranty or such interest,
lien or security interest to constitute a Fraudulent Conveyance, and this
Guaranty shall automatically be deemed to have been amended accordingly at all
relevant times.  For purposes hereof, “Fraudulent Conveyance” means a
fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent
conveyance or fraudulent transfer under the provisions of any applicable
fraudulent conveyance or fraudulent transfer law or similar law of any state, as
in effect from time to time.

     

    3. Costs and
Expenses. The  Guarantor agrees to pay on demand, all
costs and expenses of every kind incurred bythe Secured Party: (a) in enforcing
this Guaranty, (b) in collecting any of the Obligations from the Company or the
Guarantor, (c) in realizing upon or protecting or preserving any collateral for
this Guaranty or for payment of any of the Obligations, and (d) in connection
with any amendment of, modification to, waiver or forbearance granted under, or
enforcement or administration of any transaction document or for any other
purpose in connection with any transaction document.  “Costs and expenses” as used in
the preceding sentence shall include, without limitation, reasonable attorneys’
fees incurred by the Secured Party in retaining counsel for advice, suit,
appeal, any insolvency or other 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    proceedings
under the Bankruptcy Code or otherwise, or for any other purpose specified in
the preceding sentence.

     

    4. Nature of Guaranty:
Continuing, Absolute and Unconditional.

     

    (a) This
Guaranty is and is intended to be a continuing guaranty of payment of the
Obligations, and not of collection, and is intended to be independent of and in
addition to any other guaranty, indorsement, collateral or other agreement held
by the Secured Party therefor or with respect thereto, whether or not furnished
by the  Guarantor.  The Secured Party shall not be required
to prosecute collection, enforcement or other remedies against Company, the
Guarantor or guarantor of the Obligations or any other person or entity, or to
enforce or resort to any of the Collateral or other rights or remedies
pertaining thereto, before calling on the  Guarantor for
payment.  The obligations of the Guarantor to repay the Obligations
hereunder shall be unconditional.  The Guarantor shall have no right
of subrogation with respect to any payments made by the Guarantor hereunder
until the termination of this Guaranty in accordance with Section 8 below, and
hereby waives any benefit of, and any right to participate in, any security or
collateral given to the Secured Party to secure payment of the Obligations, and
the Guarantor agrees that it will not take any action to enforce any obligations
of the Company to the  Guarantor prior to the Obligations being
finally and irrevocably paid in full in cash, provided that, in the
event of the bankruptcy or insolvency of the Company, the Secured Party shall be
entitled notwithstanding the foregoing, to file in the name of the Guarantor or
in its own name a claim for any and all indebtedness owing to the Guarantor by
the Company (exclusive of this Guaranty), vote such claim and to apply the
proceeds of any such claim to the Obligations.

     

    (b) For the
further security of the Secured Party and without in any way diminishing the
liability of the Guarantor, following the occurrence of an Event of Default, all
debts and liabilities, present or future of the Company to the Guarantor and all
monies received from the Company or for its account by the Guarantor in respect
thereof shall be received in trust for the Secured Party and forthwith upon
receipt shall be paid over to the Secured Party, for its benefit, until all of
the Obligations have been finally and irrevocably paid in full in
cash.  This assignment and postponement is independent of and
severable from this Guaranty and shall remain in full effect whether or not
the  Guarantor is liable for any amount under this
Guaranty.

     

    (c) This
Guaranty is absolute and unconditional and shall not be changed or affected by
any representation, oral agreement, act or thing whatsoever, except as herein
provided.  This Guaranty is intended by the Guarantor to be the final,
complete and exclusive expression of the guaranty agreement between the
Guarantor and the Secured Party.  No modification or amendment of any
provision of this Guaranty shall be effective against any party hereto unless in
writing and signed by a duly authorized officer of such party.

     

    (d) The
Guarantor hereby releases the Company from all, and agrees not to assert or
enforce (whether by or in a legal or equitable proceeding or otherwise) any
“claims” (as defined in Section 101(5) of the Bankruptcy Code), whether arising
under any law, ordinance, rule, regulation, order, policy or other requirement
of any domestic or foreign government or any instrumentality or agency thereof,
having jurisdiction over the conduct of its business or assets or otherwise, to
which the Guarantor is  or would at any time be entitled by virtue of
its obligations hereunder, any payment made pursuant hereto or the exercise
by  the Secured Party of its rights with respect to the Collateral,
including any such claims to which the  Guarantor may be entitled as a
result of any right of subrogation, exoneration or reimbursement.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    5. Certain Rights and
Obligations.

     

    (a) The  Guarantor
acknowledges and agrees that the Secured Party may, without notice, demand or
any reservation of rights against the  Guarantor and without affecting
the  Guarantor’s obligations hereunder, from time to
time:

     

    (i) renew,
extend, increase, accelerate or otherwise change the time for payment of, the
terms of or the interest on the Obligations or any part thereof or grant other
indulgences to the Company or others;

     

    (ii) accept
from any person or entity and hold collateral for the payment of the Obligations
or any part thereof, and modify, exchange, enforce or refrain from enforcing, or
release, compromise, settle, waive, subordinate or surrender, with or without
consideration, such collateral or any part thereof;

     

    (iii) accept
and hold any indorsement or guaranty of payment of the Obligations or any part
thereof, and discharge, release or substitute any such obligation of any such
indorser or guarantor, or discharge, release or compromise
the  Guarantor, or any other person or entity who has given any
security interest in any collateral as security for the payment of the
Obligations or any part thereof, or any other person or entity in any way
obligated to pay the Obligations or any part thereof, and enforce or refrain
from enforcing, or compromise or modify, the terms of any obligation of any such
indorser, guarantor, or person or entity;

     

    (iv) dispose
of any and all collateral securing the Obligations in any manner as the
Collateral Agent, in its sole discretion, may deem appropriate, and direct the
order or manner of such disposition and the enforcement of any and all
endorsements and guaranties relating to the Obligations or any part thereof as
the Secured Party t in its sole discretion may determine;

     

    (v) determine
the manner, amount and time of application of payments and credits, if any, to
be made on all or any part of any component or components of the Obligations
(whether principal, interest, fees, costs, and expenses, or otherwise),
including, without limitation, the application of payments received from any
source to the payment of indebtedness other than the Obligations even though the
Secured Party  might lawfully have elected to apply such payments to
the Obligations to amounts which are not covered by this Guaranty;
and

     

    (vi) take
advantage or refrain from taking advantage of any security or accept or make or
refrain from accepting or making any compositions or arrangements when and in
such manner as the Secured Party, in its sole discretion, may deem
appropriate;

     

    and
generally do or refrain from doing any act or thing which might otherwise, at
law or in equity, release the liability of the Guarantor as a guarantor or
surety in whole or in part, and in no case shall  the Secured Party be
responsible or shall the  Guarantor be released either in whole or in
part for any act or omission in connection with  the Secured Party
having sold any security at less than its value.

     

    (b) Following
the occurrence of an Event of Default, and upon demand by the Secured Party, the
Guarantor hereby agrees to pay the Obligations to the extent hereinafter
provided:

     

    (i) without
deduction by reason of any setoff, defense (other than payment) or counterclaim
of the Company or the  Guarantor;

     

    (ii) without
requiring presentment, protest or notice of nonpayment or notice of default to
the  Guarantor, to the Company or to any other person or
entity;

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (iii) without
demand for payment or proof of such demand or filing of claims with a court in
the event of receivership, bankruptcy or reorganization of the Company or
the  Guarantor;

     

    (iv) without
requiring the Secured Party to resort first to the Company (this being a
guaranty of payment and not of collection) or to any other guaranty or any
collateral which  the Secured Party may hold;

     

    (v) without
requiring notice of acceptance hereof or assent hereto by the Secured Party;
and

     

    (vi) without
requiring notice that any of the Obligations has been incurred, extended or
continued or of the reliance by  the Secured Party upon this
Guaranty;

     

    all of
which the  Guarantor hereby waives.

     

    (c) The  Guarantor’s
obligation hereunder shall not be affected by any of the following, all of which
the  Guarantor hereby waives:

     

    (i) any
failure to perfect or continue the perfection of any security interest in or
other lien on any collateral securing payment of any of the Obligations or
the  Guarantor’s obligation hereunder;

     

    (ii) the
invalidity, unenforceability, propriety of manner of enforcement of, or loss or
change in priority of any document or any such security interest or other lien
or guaranty of the Obligations;

     

    (iii) any
failure to protect, preserve or insure any such collateral;

     

    (iv) failure
of the Guarantor to receive notice of any intended disposition of such
collateral;

     

    (v) any
defense arising by reason of the cessation from any cause whatsoever of
liability of the Company including, without limitation, any failure, negligence
or omission by  the Guarantor in enforcing its claims against the
Company;

     

    (vi) any
release, settlement or compromise of any obligation of the Company, or any other
guarantor of the Obligations;

     

    (vii) the
invalidity or unenforceability of any of the Obligations;

     

    (viii) any
change of ownership of the Company or any other guarantor of the Obligations or
the insolvency, bankruptcy or any other change in the legal status of the
Company, or any other guarantor of the Obligations;

     

    (ix) any
change in, or the imposition of, any law, decree, regulation or other
governmental act which does or might impair, delay or in any way affect the
validity, enforceability or the payment when due of the
Obligations;

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (x) the
existence of any claim, setoff or other rights which the Guarantor, Company, or
guarantor of the Obligations or any other person or entity may have at any time
against  the Secured Party or the Company in connection herewith or
any unrelated transaction;

     

    (xi)  the
Secured Party’s election in any case instituted under chapter 11 of the
Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy
Code;

     

    (xii) any use
of cash collateral, or grant of a security interest by the Company, as debtor in
possession, under sections 363 or 364 of the Bankruptcy Code;

     

    (xiii) the
disallowance of all or any portion of any of  the Secured Party’s
claims for repayment of the Obligations under sections 502 or 506 of the
Bankruptcy Code; or

     

    (xiv) any other
fact or circumstance which might otherwise constitute grounds at law or equity
for the discharge or release of the Guarantor from its obligations hereunder,
all whether or not the  Guarantor shall have had notice or knowledge
of any act or omission referred to in the foregoing clauses (i) through (xiii)
of this Section 5(c).

     

    6. Representations and
Warranties.   The Guarantor further represents and
warrants to  the Secured Party that: (a) the  Guarantor is a
corporation or other entity duly incorporated or organized, as applicable,
validly existing and in good standing under the laws of the jurisdiction of its
incorporation or formation, as applicable, and has full power, authority and
legal right to own its property and assets and to transact the business in which
it is engaged; (b) the Guarantor has full power, authority and legal right to
execute and deliver, and to perform its obligations under, this Guaranty, and
has taken all necessary action to authorize the guarantee hereunder on the terms
and conditions of this Guaranty and to authorize the execution, delivery and
performance of this Guaranty; (c) this Guaranty has been duly executed and
delivered by the Guarantor and constitutes a legal, valid and binding obligation
of the Guarantor enforceable against the Guarantor in accordance with its terms,
except to the extent that such enforceability is subject to applicable
bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium
laws and other laws of general application affecting enforcement of creditors’
rights generally, or the availability of equitable remedies, which are subject
to the discretion of the court before which an action may be brought; and (d)
the execution, delivery and performance by the  Guarantor of this
Guaranty do not require any action by or in respect of, or filing with, any
governmental body, agency or official and do not violate, conflict with or cause
a breach or a default under any provision of applicable law or regulation or of
the organizational documents of the Guarantor or of any agreement, judgment,
injunction, order, decree or other instrument binding upon it.

     

    7. [Reserved]

     

    8. Termination.  This
Guaranty shall not terminate until such time, if any, as (i) all Indebtedness
under the Note secured hereby shall be finally and irrevocably paid in full in
cash, (ii) no Note shall remain outstanding, and (iii) there shall exist no
other outstanding payment or reimbursement obligations (other than contingent
indemnification obligations for which no claims shall have been asserted) of the
Company or the Guarantor to the  Secured Party under any of the
transaction documents.  Thereafter, but subject to the following, this
Guaranty shall automatically terminate and  the Secured Party take
such action and execute such documents as the Guarantor may request (and at the
Guarantor’s cost and expense) in order to evidence the termination of this
Guaranty.  The Guarantor further agrees that, to the extent that the
Company makes a payment or payments to  the Secured Party on the
Obligations, or  the Secured Party receive any proceeds of collateral
securing the Obligations or any other payments with respect to the Obligations,
which payment or receipt of proceeds or any part thereof is 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    subsequently
invalidated, declared to be fraudulent or preferential, set aside or required to
be returned or repaid to the Company, its estate, trustee, receiver, debtor in
possession or any other person or entity, including, without limitation, the
Guarantor, under any insolvency or bankruptcy law, state or federal law, common
law or equitable cause, then to the extent of such payment, return or repayment,
the obligation or part thereof which has been paid, reduced or satisfied by such
amount shall be reinstated and continued in full force and effect as of the date
when such initial payment, reduction or satisfaction occurred, and this Guaranty
shall continue in full force notwithstanding any contrary action which may have
been taken by  the Secured Party in reliance upon such payment, and
any such contrary action so taken shall be without prejudice to  the
Secured Party’s rights under this Guaranty and shall be deemed to have been
conditioned upon such payment having become final and irrevocable.

     

    9. Guaranty of
Performance.   The  Guarantor also guaranties
the full, prompt and unconditional performance of all obligations and agreements
of every kind owed or hereafter to be owed by the Company to the Secured Party
under the Transaction Documents.  Every provision for the benefit of
the Secured Party  contained in this Guaranty shall apply to the
guaranty of performance given in this paragraph.

     

    10. Assumption of Liens and
Obligations. To the extent that the  Guarantor has
received or shall hereafter receive distributions or transfers from the Company
of property or cash that are subject, at the time of such contribution, to liens
and security interests in favor of the Secured Party in accordance with the
Note, the Security Agreement or the Pledge Agreement, the Guarantor hereby
expressly agrees that (i) it shall hold such assets subject to such liens and
security interests, and (ii) it shall be liable for the payment of the
Obligations secured thereby.  The  Guarantor’s obligations
under this Section
10 shall be in addition to its obligations as set forth in other sections
of this Guaranty and not in substitution therefor or in lieu
thereof.

     

    11. Miscellaneous.

     

    (a) The terms
“Company” and “Guarantor” as used in this Guaranty shall include: (i) any
successor individual or individuals, association, partnership, limited liability
company or corporation to which all or substantially all of the business or
assets of the Company or the  Guarantor shall have been transferred
and (ii) any other association, partnership, limited liability company,
corporation or entity into or with which the Company or the  Guarantor
shall have been merged, consolidated, reorganized, or absorbed.

     

    (b) Without
limiting any other right of a the Secured Party, whenever the Secured Party has
the right to declare any of the Obligations to be immediately due and payable
(whether or not it has been so declared), the Secured Party, at its sole
election without notice to the undersigned may appropriate and set off against
the Obligations:

     

    (i) any and
all indebtedness or other moneys due or to become due to
the  Guarantor by the Secured Party; and

     

    (ii) any
credits or other property belonging to the Guarantor (including all account
balances, whether provisional or final and whether or not collected or
available) at any time held by or coming into the possession of the Secured
Party, or any affiliate of the Secured Party, whether for deposit or
otherwise;

     

    whether
or not the Obligations or the obligation to pay such moneys owed by the Secured
Party is then due, and the Secured Party shall be deemed to have exercised such
right of set off immediately at the time of such election even though any charge
therefor is made or entered on the Secured Party’s records 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    subsequent
thereto.  The Secured Party agrees to notify the  Guarantor
in a reasonably practicable time of any such set-off; however, failure to so
notify the  Guarantor shall not affect the validity of any
set-off.

     

    (c) The  Guarantor’s
obligation hereunder is to pay the Obligations in full in cash when due
according to the Transaction Documents and the other agreements, documents and
instruments governing the Obligations to the extent provided herein, and shall
not be affected by any stay or extension of time for payment by the Company
resulting from any proceeding under the Bankruptcy Code or any similar
law.

     

    (d) No course
of dealing between the Company or the  Guarantor and  the
Secured Party and no act, delay or omission by the Secured Party  in
exercising any right or remedy hereunder or with respect to any of the
Obligations shall operate as a waiver thereof or of any other right or remedy,
and no single or partial exercise thereof shall preclude any other or further
exercise thereof or the exercise of any other right or
remedy.   The Secured Party may remedy any default by the Company
under any agreement with the Company or with respect to any of the Obligations
in any reasonable manner without waiving the default remedied and without
waiving any other prior or subsequent default by the Company.  All
rights and remedies of  the Secured Party hereunder are
cumulative.

     

    (e) This
Guaranty shall inure to the benefit of the Secured Party and each such entity’s
successors and assigns.

     

    (f) The
Secured Party may assign its rights hereunder without the consent of the
Guarantor, in which event such assignee shall be deemed to be  the
Secured Party hereunder with respect to such assigned rights.

     

    (g) Captions
of the sections of this Guaranty are solely for the convenience of the parties
hereto, and are not an aid in the interpretation of this Guaranty and do not
constitute part of the agreement of the parties set forth herein.

     

    (h) If any
provision of this Guaranty is unenforceable in whole or in part for any reason,
the remaining provisions shall continue to be effective.

     

    (i) All
questions concerning the construction, validity, enforcement and interpretation
of this Guaranty shall be governed by the internal laws of the State of New
York, without giving effect to any choice of law or conflict of law provision or
rule (whether of the State of New York or any other jurisdiction) that would
cause the application of the laws of any jurisdiction other than the State of
New York.  The  Guarantor hereby irrevocably submits to the
exclusive jurisdiction of the state and federal courts sitting in the City of
New York, borough of Manhattan, for the adjudication of any dispute hereunder or
in connection herewith or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is
improper.  The  Guarantor hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action
or proceeding by mailing a copy thereof to such party at the address for such
notices to it under this Guaranty and agrees that such service shall constitute
good and sufficient service of process and notice thereof.  Nothing
contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law.  The parties acknowledge
that  the Secured Party has executed each of the transaction documents
to be executed by it in the State of New York.

     

    (j) Notices.  All
notices, approvals, requests, demands and other communications hereunder shall
be delivered or made in the manner set forth in, and shall be effective in
accordance with 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    the terms
of, and , directed to the notice address set forth in the Security Agreement;
provided, that any communication shall be effective as to
the  Guarantor if made or sent to the Company in accordance with the
foregoing.

     

    12. WAIVERS.

     

    (a) THE
GUARANTOR WAIVES THE BENEFIT OF ALL VALUATION, APPRAISAL AND EXEMPTION
LAWS.

     

    (b) UPON
THE OCCURRENCE OF A DEFAULT OR EVENT OF DEFAULT, THE GUARANTOR HEREBY WAIVES ALL
RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY  THE
SECURED PARTY OF ITS RIGHTS TO REPOSSESS THE COLLATERAL WITHOUT JUDICIAL PROCESS
OR TO REPLEVY, ATTACH OR LEVY UPON THE COLLATERAL WITHOUT PRIOR NOTICE OR
HEARING.  EACH GUARANTOR ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY
COUNSEL OF ITS CHOICE WITH RESPECT TO THIS TRANSACTION AND THIS
GUARANTY.

     

    (c) THE  GUARANTOR
WAIVES ITS RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON
OR ARISING OUT OF OR RELATED TO THIS GUARANTY, OR THE TRANSACTIONS CONTEMPLATED
HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY
PARTY TO THIS GUARANTY.  THE  GUARANTOR AGREES THAT ANY SUCH
CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A
JURY.  WITHOUT LIMITING THE FOREGOING, THE  GUARANTOR
FURTHER AGREES THAT ITS RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS
SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE
OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS GUARANTY OR ANY
PROVISION HEREOF.  THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS
GUARANTY.

     

    13. Payments Free of
Taxes.

     

    (a) Definitions.  In
this Section
13:

     

    (i) “Excluded Taxes” means, with
respect to the Secured Party, or any other recipient of any payment to be made
by or on account of any obligations of the Guarantor under this Guaranty, or
under the Security Agreement or the Pledge Agreement, income or franchise taxes
imposed on (or measured by) its net income by any jurisdiction under the laws of
which such recipient is organized or in which its principal office is
located.

     

    (ii) “Governmental Authority” means
the government of the United States of America or any other nation, or any
political subdivision thereof, whether state or local, or any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or
functions of or pertaining to government over the Company or any of its
Subsidiaries, or any of their respective properties, assets or
undertakings.

     

    (iii) “Indemnified Taxes” means Taxes
other than Excluded Taxes.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (iv) “Taxes” means any and all
present or future taxes, levies, imposts, duties, deductions, charges or
withholdings imposed by any Governmental Authority.

     

    (b) Any and
all payments by or on account of any obligation of any of the Guarantor under
this Guaranty or the Security Agreement or the Pledge Agreement shall be made
without any set-off, counterclaim or deduction and free and clear of and without
deduction for any Indemnified Taxes; provided that if the  Guarantor
shall be required to deduct any Indemnified Taxes from such payments, then (i)
the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section
14(b)), the Secured Party receives an amount equal to the sum it would
have received had no such deductions been made, (ii) the  Guarantor
shall make such deductions and (iii) the  Guarantor shall pay the full
amount deducted to the relevant Governmental Authority in accordance with
applicable law.

     

    (c) Indemnification by the
Guarantor.  The  Guarantor shall indemnify
the  the Secured Party within ten (10) days after written demand
therefor, for the full amount of any Indemnified Taxes paid by the Secured
Party, on or with respect to any payment by or on account of any obligation of
the  Guarantor under this Guaranty and the Security Agreement and the
Pledge Agreement (including Indemnified Taxes or imposed or asserted on or
attributable to amounts payable under this Section 14) and any
penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes were correctly or legally imposed
or asserted by the relevant Governmental Authority.  The Secured Party
shall provide the Guarantor reasonably prompt notification of the assessment and
pay the Indemnified Taxes to the Governmental Authority promptly following
receipt of indemnification therefor from the Guarantor.  A certificate
of the  Secured Party as to the amount of such payment or liability
under this Section
13 shall be delivered to the  Guarantor and shall be conclusive
absent manifest error.

     

    (d)  Refunds.  If  the
Secured Party receives a refund in respect of any Indemnified Taxes as to which
it has been indemnified by the  Guarantor or with respect to which
the  Guarantor has paid additional amounts pursuant to this Section 13, it shall
within 30 days from the date of such receipt pay over such refund to the
Guarantor (but only to the extent of additional amounts paid by
the  Guarantor under this Section 13 with
respect to the Indemnified Taxes giving rise to the refund), net of all
reasonable out-of-pocket expenses of  the Secured Party and without
interest (other than interest paid by the relevant Governmental Authority with
respect to such refund); provided that the  Guarantor, upon the
request of the Secured Party , agrees to repay the amount paid over to
the  Guarantor (plus any penalties, interest or other charges imposed
by the relevant Governmental Authority) to  the Secured Party in the
event  the Secured Party is required to repay such refund to such
Governmental Authority.  This paragraph shall not be construed to
require  the Secured Party to make available its tax returns (or any
other information relating to its taxes that it deems confidential) to
the  Guarantor or any other person.

     

    14. Counterparts;
Headings.  This Guaranty may be executed in two or more
identical counterparts, all of which shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each
party and delivered to each other party; provided that a facsimile, .pdf or
similar electronically transmitted signature shall be considered due execution
and shall be binding upon the signatory thereto with the same force and effect
as if the signature were an original signature. The headings in this Guaranty
are for convenience of reference only and shall not alter or otherwise affect
the meaning hereof.

     

    [rest of
page intentionally left blank; signature page follows]

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the Guarantor has executed this Guaranty as of the date first
written above.

    
    

     

    
      	 	

              GUARANTOR:

            
	 	 
	 	

              OPTIONS  ACQUISITION
      SUB, INC.,

            
	 	

              a
      Delaware corporation

            
	 	 
	 	By: /s/ Scott Frohman
	 	Name:  Scott
      Frohman
	 	

              Title:    Chief
      Executive Officer

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


     

    EXHIBIT
A

    


    Form
of Joinder

    Joinder
to Guaranty

    


    The
undersigned, [__________] a [__________], hereby joins in the execution of that
certain Guaranty dated as of June  23, 2008 (the “Guaranty”),
by  Options Acquisition Sub, Inc., a Delaware corporation, and each
other person or entity that becomes a Guarantor thereunder after such date and
pursuant to the terms thereof, to and in favor of Customer Acquisition Network
Holdings, Inc., as secured party.  By executing this Joinder, the
undersigned hereby agrees that it is a Guarantor thereunder with the same force
and effect as if originally named therein as a Guarantor.  The
undersigned agrees to be bound by all of the terms and provisions of the
Guaranty and represents and warrants that the representations and warranties set
forth in Section
6 of the Guaranty are, with respect to the undersigned, true and correct
as of the date hereof.  Each reference to a Guarantor in the Guaranty
shall be deemed to include the undersigned.

     

    In
Witness Whereof, the undersigned has executed this Joinder this ___ day of
_________, 200_.

     

    ___________________________