GUARANTY

     

    This
      GUARANTY
      (as
      amended, restated, supplemented, or otherwise modified and in effect from time
      to time, this “Guaranty”)
      is
      made as of this ____ day of ____, 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 $_____________ (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 proceedings under the Bankruptcy Code
      or
      otherwise, or for any other purpose specified in the preceding
      sentence.

     

    
      
         

      

      
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    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.

     

    
      
         

      

      
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    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;

     

    
      
         

      

      
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    (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;

     

    
      
         

      

      
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    (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 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.

     

    
      
         

      

      
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    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 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.

     

    
      
         

      

      
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    (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.


     

    
      
         

      

      
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    (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 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.

     

    
      
         

      

      
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    (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]

     

    
      
         

      

      
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    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: 

            	 
	 	 	
              Name:
                Scott Frohman

            
	 	 	
              Title:  
                Chief Executive Officer

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      A

    


    Form
      of Joinder

    Joinder
      to Guaranty

    


    The
      undersigned, [__________] a [__________], hereby joins in the execution of
      that
      certain Guaranty dated as of _____ __, 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_.