EXHIBIT 4.42


The  indebtedness  evidenced  by this Note and any lien or security  interest in
connection  therewith are subordinate to certain other indebtedness and security
interests in accordance with that certain Debt  Subordination  and Intercreditor
Agreement dated as of August 31, 2004 among Addison York Insurance Brokers Ltd.,
Anthony  Clark  International  Insurance  Brokers  Ltd.,  Emmett  Lescroart,  Al
Vinciguerra Ltd., FCC, LLC. Oak Street Funding LLC. and the Kabaker Family Trust
of July, 1998, as amended from time to time (the "Intercreditor Agreement").

                                   Credit Note

$3,250,000                                                Dated: August 31, 2004
                                                           Princeton, New Jersey



FOR VALUE  RECEIVED,  the  undersigned  ADDISON YORK INSURANCE  BROKERS,  LTD, a
Delaware  corporation (the  "Borrower"),  hereby promises to pay to the order of
EMMETT LESCROART ("Lender"),  or his assigns, at 475 Wall Street, Princeton, New
Jersey, or at such other place as the holder hereof may designate in writing, in
lawful money of the United States of America and in immediately available funds,
the  principal  sum  of  Three  Million  Two  Hundred  Fifty  Thousand   Dollars
($3,250,000),  together with interest on the unpaid  principal  balance existing
from time to time at the per annum  rate of  Fourteen  (14%)  percent.  Payments
hereunder shall be made by wire transfer of funds to Lender's  Account as may be
provided by Lender in writing to Borrower  from time to time.  The entire unpaid
balance of  principal  under  this Note,  and all  accrued  and unpaid  interest
thereon,  shall be due and  payable on  September  1, 2008 (the  "Loan  Maturity
Date").

Commencing on the 1st day of September  and on the day of each month  thereafter
to and  including  the Loan  Maturity  Date,  Borrower  shall make  payments  of
interest only on the outstanding principal balance due hereunder.

Lender shall,  and is hereby  authorized to, record in accordance with its usual
practice, the date and amount of advance under this Note and the date and amount
of each interest or principal payment hereunder.

This Note is issued  pursuant  to, is entitled to the benefit of, and is subject
to the  provisions  of, that certain Loan and  Security  Agreement  made between
Borrower  and  Lender  and  dated  simultaneously  herewith  (as the same may be
amended from time to time, the "Agreement").  The Agreement, among other things,
contains a description of the  collateral  securing this Note and provisions for
acceleration,  late fees and  increased  interest  charges  upon a  default.  In
addition the Agreement  contains  provisions  for the payment of portions of the
principal prior to the Loan Maturity Date.

Neither the existence of this Note nor the fact that, from time to time, amounts
may be

<PAGE>

outstanding hereunder,  shall constitute or be deemed to imply any commitment on
the part of Lender to make any one or more additional Loans to Borrower.

Borrower may prepay the principal  amount of this Note together with all accrued
and unpaid  interest  thereon at any time and from time to time without  notice,
penalty or bonus.

If  Borrower  fails to make the  payment  of any  installment  of  principal  or
interest, as provided in the Agreement,  within five (5) calendar days after the
date due, or upon the  occurrence of any other default or Event of Default under
the  Agreement  or  this  Note,  then  in any of  such  events,  or at any  time
thereafter,  the entire  principal  balance of this Note,  and all  accrued  and
unpaid interest thereon, irrespective of the Loan Maturity Date specified herein
or in the Agreement,  together with  reasonable  attorneys' fees and other costs
incurred in  collecting  or  enforcing  payment or  performance  hereof and with
interest from the date of default on the unpaid principal  balance hereof at the
rate and on the terms as  specified  in the  Agreement  following  maturity or a
default,  shall,  at the election of the holder  hereof and without  relief from
valuation and appraisement laws, become immediately due and payable.

Borrower and all endorsers,  guarantors,  sureties, accommodation parties hereof
and all other  parties  liable or to become  liable  for all or any part of this
indebtedness,  severally  waive  demand,  presentment  for  payment,  notice  of
dishonor,  protest and notice of protest and expressly  agree that this Note and
any payment coming due under it may be extended or otherwise  modified from time
to time without in any way affecting their liability hereunder.

Notice of acceptance of this Note is hereby waived. This Note shall be construed
according to and governed by the laws of the State of New Jersey.

Borrower,  After  Consulting  Or Having  Had The  Opportunity  To  Consult  With
Counsel, Knowingly, Voluntarily, Intentionally,  Irrevocably And Unconditionally
Waives Any Right It May Have To A Trial By Jury In Any Litigation  Based Upon Or
Arising Out Of This Note Or Any Other Loan  Document Or Any Of The  Transactions
Contemplated By This Note Or Any Course Of Conduct, Dealing, Statements, Whether
Oral Or Written,  Or Actions Of Borrower Or Lender.  Borrower  Shall Not Seek To
Consolidate,  By Counterclaim Or Otherwise, Any Action In Which A Jury Trial Has
Been  Waived  With Any Other  Action In Which A Jury Trial  Cannot Be Or Has Not
Been Waived.  These  Provisions Shall Not Be Deemed To Have Been Modified In Any
Respect Or  Relinquished  By Lender  Except By Written  Instrument  Executed  By
Borrower  And  Lender.  This  Provision  Is A Material  Inducement  To Lender To
Provide The Financing Evidenced By This Note.

In Witness  Whereof,  Borrower  has caused  this Note to be executed by its duly
authorized officer as of the day and year first written above.



<PAGE>

ADDISON YORK INSURANCE BROKERS, LTD.
a Delaware corporation


By: /s/ P. Podorieszach
    ------------------------------
    Primo Podorieszach, CEO



<PAGE>



The indebtedness  evidenced by this Guarantee and any lien or security  interest
in  connection  therewith are  subordinate  to certain  other  indebtedness  and
security  interests  in  accordance  with that certain  Debt  Subordination  and
Intercreditor  Agreement  dated as of  August  31st,  2004  among  Addison  York
Insurance  Brokers Ltd.,  Anthony Clark  International  Insurance  Brokers Ltd.,
Emmett Lescroart,  Al Vinciguerra Ltd., FCC, LLC, Oak Street Funding LLC and the
Kabaker  Family Trust of 1998, as amended from time to time (the  "Intercreditor
Agreement").  In the event of a conflict between the terms of this Guarantee and
the Debt Subordination and Intercreditor  Agreement,  then the terms of the Debt
Subordination and Intercreditor Agreement shall prevail.

                                    GUARANTEE

     This Guarantee and Indemnity made as of August 31st, 2004.


TO:  EMMETT LESCROART (the "Lender")

For valuable  consideration,  receipt  whereof is hereby  acknowledged,  ANTHONY
CLARK INTERNATIONAL INSURANCE BROKERS LTD., a corporation incorporated under the
laws of the Province of Alberta (the "Guarantor") hereby irrevocably, absolutely
and unconditionally:

(i)  guarantees  payment to the Lender of the  Obligations  (as set forth in the
     Loan  Agreement,  as that term is defined  below) of ADDISON YORK INSURANCE
     BROKERS LTD., a Delaware  corporation  (the  "Borrower") and its successors
     and assigns (the "Guaranteed Obligations"); and

(ii) indemnifies  and saves  harmless  the Lender  from and  against any and all
     losses, damages, costs, expenses or liabilities suffered or incurred by the
     Lender resulting or arising from or relating to any failure of the Borrower
     to pay in full or fully perform the Guaranteed Obligations as and when due,
     provided  that the  amount of such  indemnification  shall not  exceed  the
     amount  of such  Guaranteed  Obligations  together  with any and all  other
     amounts due and owing hereunder from time to time.

And the Guarantor agrees with the Lender as follows:

1.   Definitions:  "Guarantee"  means  this  guarantee  and  indemnity.  For the
     purposes of the foregoing and this Guarantee,  "Loan  Agreement" shall mean
     the Loan and Security  Agreement  dated as of August 31st, 2004 between the
     Borrower  and the  Lender,  as such  agreement  is  amended,  restated  and
     replaced from time to time and the Credit Note dated August 31st, 2004.

2.   Evidence of Accounts:  Any account settled or stated between the Lender and
     the Borrower  shall be accepted by the  Guarantor  as prima facie  evidence
     that the amount  thereby  appearing due by the Borrower to the Lender is so
     due.

3.   Waiver of Defenses:  The  liability of the Guarantor  under this  Guarantee
     shall be irrevocable, unconditional and absolute, and, without limiting the
     generality of the foregoing,  the obligations of the Guarantor shall not be
     released,  discharged,  limited or otherwise affected by, and the Guarantor
     hereby  waives as against the Lender to the  fullest  extent  permitted  by
     applicable law, any defence relating to:

     (a)  any  extension,  other  indulgence,  renewal,  settlement,  discharge,
          compromise,  waiver,  subordination  or  release  in  respect  of  any
          Guaranteed Obligation or otherwise;


<PAGE>

                                       2



     (b)  any  modification  or amendment  of or  supplement  to the  Guaranteed
          Obligations,  including any increase or decrease in the principal, the
          rates of interest or other amounts payable in respect thereof;

     (c)  any  defence  based  upon  any  incapacity,   disability  or  lack  or
          limitation  of status or power of the Borrower or the  Guarantor or of
          the directors,  officers,  employees,  partners or agents thereof,  or
          that the Borrower or the Guarantor  may not be a legal entity,  or any
          irregularity,  defect or  informality in the borrowing or obtaining of
          moneys or credits in respect of the Guaranteed Obligations;

     (d)  any change in the existence, structure, constitution, name, control or
          ownership of the Borrower or the  Guarantor  or other  person,  or any
          insolvency, bankruptcy,  amalgamation, merger, reorganization or other
          similar  proceeding  affecting  the Borrower or the Guarantor or other
          person or the assets of the Borrower or the Guarantor or of such other
          person;

     (e)  any change in the  membership of the Guarantor  through the retirement
          of one or more partners or the introduction of one or more partners or
          otherwise;

     (f)  the  existence  of any  claim,  set-off  or  other  rights  which  the
          Guarantor may have at any time against the Borrower, the Lender or any
          other person, whether in connection with the Guaranteed Obligations or
          any unrelated transactions;

     (g)  any  release  or  non-perfection  or  any  invalidity,  illegality  or
          unenforceability relating to or against the Borrower, the Guarantor or
          any other person,  whether  relating to any instrument  evidencing the
          Guaranteed  Obligations or any other agreement or instrument  relating
          thereto or any part  thereof or any  provision  of  applicable  law or
          regulation  purporting  to prohibit the payment by the  Borrower,  the
          Guarantor or any other person of any of the Guaranteed Obligations;

     (h)  any  limitation,  postponement,  prohibition,  subordination  or other
          restriction  on the rights of the Lender to payment of the  Guaranteed
          Obligations or to take any steps in respect thereof;

     (i)  any  release,  substitution  or addition of any  co-signer,  endorser,
          other  guarantor  or any other  person in  respect  of the  Guaranteed
          Obligations;

     (j)  any defence arising by reason of any failure of the Lender to make any
          presentment,   demand  for  performance,  notice  of  non-performance,
          protest, and any other notice,  including notice of acceptance of this
          Guarantee,  partial  payment or  non-payment of all or any part of the
          Guaranteed Obligations,  and the existence,  creation, or incurring of
          new or additional Guaranteed Obligations;

     (k)  any defence  arising by reason of any failure of the Lender to proceed
          against the Borrower or any other person, to proceed against, apply or
          exhaust any  security  held from the  Borrower,  the  Guarantor or any
          other person for the Guaranteed Obligations,  or to proceed against or
          to pursue any other remedy in the power of the Lender whatsoever;

     (l)  the  benefit  of any law  which  provides  that  the  obligation  of a
          guarantor  must neither be larger in amount nor in other respects more
          burdensome  than that of the  principal

<PAGE>

                                       3



          obligation or which reduces a guarantor's  obligation in proportion to
          the principal obligations;

     (m)  any defence arising by reason of any incapacity, lack of authority, or
          other defence of the Borrower,  the Guarantor or any other person,  or
          by reason of the cessation from any cause  whatsoever of the liability
          of the Borrower, the Guarantor or any other person with respect to all
          or any part of the Guaranteed Obligations,  or by reason of any act or
          omission of the Lender or others which directly or indirectly  results
          in the discharge or release of the  Borrower,  the Guarantor or all or
          any part of the Guaranteed  Obligations or any security,  or guarantee
          therefor, whether by operation of law or otherwise;

     (n)  any defence  arising by reason of any failure by the Lender to obtain,
          perfect or maintain a perfected (or any) security  interest in or lien
          or encumbrance upon any property of the Borrower, the Guarantor or any
          other  person  or by  reason  of any  interest  of the  Lender  in any
          property,  whether  as  owner  thereof  or the  holder  of a  security
          interest therein or lien or encumbrance  thereon,  being  invalidated,
          voided, declared fraudulent or preferential or otherwise set aside, or
          by reason of any  impairment by the Lender of any right to recourse or
          collateral;

     (o)  any defence arising by reason of the failure of the Lender to marshall
          any assets;

     (p)  any  defence  based  upon any  failure  of the  Lender  to give to the
          Borrower or the Guarantor  notice of any sale or other  disposition of
          any property securing any or all of the Guaranteed  Obligations or any
          guarantee  thereof,  or any defect in any notice  that may be given in
          connection with any sale or other disposition of any such property, or
          any failure of the Lender to comply with any  provision of  applicable
          law in  enforcing  any  security  interest  in or lien  upon  any such
          property,  including  any failure by the Lender to dispose of any such
          property in a commercially reasonable manner;

     (q)  any dealing  whatsoever  with the  Borrower,  the  Guarantor  or other
          person or any security,  whether negligently or not, or any failure to
          do so;

     (r)  any defence based upon or arising out of any winding up, receivership,
          bankruptcy,  insolvency,   reorganization,   moratorium,  arrangement,
          readjustment of debt,  liquidation or dissolution proceeding commenced
          by or  against  the  Borrower,  the  Guarantor,  or any other  person,
          including  any  discharge  of, or bar against  collecting,  any of the
          Guaranteed Obligations, in or as a result of any such proceeding;

     (s)  any  reorganization,  moratorium,  arrangement or compromise of any or
          all of the  obligations  of the Borrower or the  Guarantor  including,
          without  limitation,  the Guaranteed  Obligations  or any  transaction
          including,   without  limitation,   any  consolidation,   arrangement,
          transfer, sale, lease or other disposition, whereby all or any part of
          the undertaking,  property and assets of the Borrower or the Guarantor
          become the property of any other person or persons;

     (t)  any extinguishment of all or any of the Guaranteed Obligations for any
          reason whatsoever (other than the actual satisfaction thereof); or

     (u)  any other  circumstances  which might  otherwise  constitute a defence
          available  to,  or a  discharge  of the  Guarantor,  any  other act or
          omission to act or delay of any kind by the Borrower,  the Lender, the
          Guarantor or any other person or any other circumstance


<PAGE>

                                       4



          whatsoever,  whether  similar or  dissimilar to the  foregoing,  which
          might, but for the provisions of this Section 3, constitute a legal or
          equitable discharge, limitation or reduction of the obligations of the
          Guarantor hereunder (other than the payment or satisfaction in full of
          all of the Guaranteed Obligations).

     The  foregoing  provisions  apply  (and  the  foregoing  waivers  shall  be
     effective)  even if the effect is to destroy or  diminish  the  Guarantor's
     subrogation  rights,  the Guarantor's right to proceed against the Borrower
     for reimbursement,  the Guarantor's right to recover  contribution from any
     other guarantor or any other right or remedy.

4.   No  Waiver:  No delay on the part of the  Lender in  exercising  any of its
     options,  powers or rights,  or partial or single exercise  thereof,  shall
     constitute a waiver thereof. No amendment or waiver of any of the rights of
     the Lender  hereunder  shall be deemed to be made by the Lender  unless the
     same shall be in writing,  duly signed by the Lender and each such  waiver,
     if any, shall apply only with respect to the specific instance involved and
     for the specific  purpose for which  given,  and shall in no way impair the
     rights or liabilities of the Lender or the Guarantor hereunder in any other
     respect at any other time.

5.   Deemed Existence: If at any time, all or any part of any payment previously
     applied by the Lender to any Guaranteed  Obligation is or must be rescinded
     or returned  by the Lender for any reason  whatsoever  (including,  without
     limitation, the insolvency, bankruptcy, or reorganization of the Borrower),
     such Guaranteed Obligation shall, for the purpose of this Guarantee, to the
     extent  that such  payment  is  rescinded  or  returned,  be deemed to have
     continued in existence, notwithstanding such application by the Lender, and
     this Guarantee shall continue to be effective or be reinstated, as the case
     may be, as to such Guaranteed Obligation, all as though such application by
     the Lender had not been made.

6.   Other Securities:  This Guarantee is in addition to and not in substitution
     for any other guarantee or any other  securities by whomsoever given at any
     time held by the Lender for any  present or future  Guaranteed  Obligations
     and the  Lender  shall at all times  have the right to  proceed  against or
     realize upon all or any portion of any other  guarantees  or  securities or
     any other money or assets to which the Lender may become entitled or have a
     claim  in such  order  and in such  manner  as the  Lender  in its sole and
     unfettered discretion may deem fit.

7.   Continuing  Guarantee:  This Guarantee is a continuing  guarantee and shall
     remain in full force and effect in accordance  with its terms until payment
     in full of all amounts  payable  under this  Guarantee and shall be binding
     upon the Guarantor, its successors and permitted assigns.

8.   Enforcement  of Guarantee:  The  obligations  of the  Guarantor  under this
     Guarantee  shall be enforceable by the Lender upon demand by the Lender for
     payment of the Guaranteed  Obligations  without the necessity of any action
     or recourse  whatsoever  against the  Borrower,  any  security or any other
     guarantor.  Any amount  payable by the Guarantor  under this Guarantee will
     bear interest from the date of demand  hereunder until payment in full at a
     rate per annum,  compounded monthly,  equal to the default rate of interest
     provided for under the Loan Agreement.

9.   Subrogation:  This Guarantee shall not be considered as wholly or partially
     satisfied by the payment or  liquidation at any time or times of any sum or
     sums of money for the time being due or remaining unpaid to the Lender, and
     all  dividends,  compensations,  proceeds of security  valued and  payments
     received by the Lender from the  Borrower,  the Guarantor or from others or
     from any estate  shall be  regarded  for all  purposes as payments in gross
     without right on the part of any


<PAGE>

                                       5



     Guarantor to claim in reduction of the liability  under this  Guarantee the
     benefit of any such  dividends,  compositions,  proceeds or payments or any
     securities held by the Lender or proceeds thereof,  and the Guarantor shall
     not have any right to be  subrogated  in any rights of the Lender until the
     Lender shall have  received  full,  final and  indefeasible  payment of the
     Guaranteed Obligations.

10.  Guarantee  of Payment and  Performance:  This  Guarantee  is a guarantee of
     payment  and  performance  and not of  collection  and is in  addition  and
     without  prejudice to any  securities of any kind now or hereafter  held by
     the Lender.

11.  Costs:  The Guarantor shall reimburse the Lender for all costs and expenses
     (including  the fees and  disbursements  of its counsel on a solicitor  and
     client basis) incurred by the Lender in collecting or  compromising  any of
     the  Guaranteed  Obligations  and in enforcing  this Guarantee or any other
     guarantee  of  the  Guaranteed   Obligations,   and  the  term  "Guaranteed
     Obligations" herein shall include all such expenses.

12.  Payment: All payments hereunder with respect to any Guaranteed  Obligations
     shall be made to the Lender at such bank,  branch,  office or agency of the
     Lender as the Lender shall designate from time to time by notice in writing
     to the Guarantor.

13.  Payment on Stay: If the Borrower or the Guarantor is prevented  from making
     payment of any of the  Guaranteed  Obligations  when it would  otherwise be
     required to do so, or the Lender is prevented from demanding payment of the
     Guaranteed  Obligations  because of a stay or other judicial  proceeding or
     any other legal  impediment,  all  Guaranteed  Obligations or other amounts
     otherwise  subject to demand,  acceleration  or payment shall be payable by
     the Guarantor as provided for hereunder.

14.  Waiver of Notice: The Guarantor waives all notices which may be required by
     any statute,  rule of law,  contract or otherwise to preserve any rights to
     the Lender against the Guarantor.

15.  Taxes:  Any and all payments by the Guarantor  hereunder shall be made free
     and clear of and  without  deduction  for any and all  present  and  future
     taxes, liens, imposts,  stamp taxes,  deductions,  charges or withholdings,
     and all liabilities with respect thereto and any interest, additions to tax
     and  penalties  imposed with  respect  thereto  ("Taxes",  which term shall
     exclude,  with respect to the Lender,  taxes, other than  withholdings,  on
     income or capital and franchise taxes imposed by, and payable by the Lender
     directly to, the applicable federal taxation  authority).  If the Guarantor
     shall be  required by law to deduct any Taxes from or in respect of any sum
     payable hereunder to the Lender:

     (a)  the sum payable  shall be  increased as may be necessary so that after
          making all required  deductions  (including  deductions  applicable to
          additional  sums payable under this Section 16) the Lender receives an
          amount equal to the sum it would have received had no such  deductions
          been made; and

     (b)  the  Guarantor  shall pay the full  amount  deducted  to the  relevant
          taxation  authority or other  authority in accordance  with applicable
          law and promptly provide evidence thereof to the Lender.



<PAGE>

                                       6



16.  Governing Law: This Guarantee shall be governed by the laws of the Province
     of Alberta and the laws of Canada applicable therein.

17.  Severability:  If any provision of this Guarantee shall be invalid, illegal
     or unenforceable in any respect or in any jurisdiction, it shall not affect
     the validity,  legality or  enforceability  of such  provision in any other
     jurisdiction  or the  validity,  legality  or  enforceability  of any other
     provision of this Guarantee.

18.  Notices: Any demand,  notice or communication to be made or given hereunder
     shall be in writing  and may be made or given by  personal  delivery  or by
     transmittal  by  telex,  telecopy,  rapifax  or other  electronic  means of
     communication addressed to the respective parties as follows:

     (a)  the Guarantor at:         10333 Southport Road, Suite 355,
                                    Calgary,  Alberta, T2W 3X6

                                    Attention:  Primo Podorieszach

                                    Fax:  (403) 225-5745

          the Lender at:            475 Wall Street, Princeton, New Jersey 08540

                                    Fax:  (609) 683-5350

     or to such other address or telex number, telecopy number or rapifax number
     as any party may from time to time notify the other in accordance with this
     Section 17. Any demand,  notice or communication  made or given by personal
     delivery  shall be  conclusively  deemed to have  been  given on the day of
     actual delivery thereof,  or, if made or given by telex or other electronic
     means of communication, on the first Business Day following the transmittal
     thereof.

19.  Amendment:  No amendment  or any change to, or waiver of, any  provision of
     this  Guarantee  shall be  effective  unless in  writing  and signed by the
     Lender.

20.  Judgment Currency: If for the purpose of obtaining judgment in any court or
     for  the  purpose  of  determining,  pursuant  to  the  obligations  of the
     undersigned,  the amounts  owing  hereunder,  it is necessary to convert an
     amount due  hereunder  in the  currency  in which it is due (the  "Original
     Currency")  into  another  currency  (the "Second  Currency"),  the rate of
     exchange  applied shall be that at which, in accordance with normal banking
     procedures,  the Lender could  purchase,  in The New York Foreign  Exchange
     Market,  the Original Currency with the Second Currency on the date two (2)
     Business  Days  preceding  that on which  judgment  is  given or any  other
     payment is due hereunder.  The undersigned and each of them agrees that its
     obligation  in respect of any  Original  Currency due from it to the Lender
     hereunder  shall,  notwithstanding  any  judgment  or payment in such other
     currency,  be  discharged  only to the extent  that,  on the  Business  Day
     following  the date the Lender  receives  payment of any sum so adjudged or
     owing to be due  hereunder  in the  Second  Currency  the  Lender  may,  in
     accordance  with  normal  banking  procedures,  purchase,  in The New  York
     Foreign Exchange Market the Original Currency with the amount of the Second
     Currency so paid;  and if the amount of the Original  Currency so purchased
     or could have been so purchased is less than the amount  originally  due in
     the  Original  Currency,  the  undersigned  and  each of them  agrees  as a
     separate  obligation  and  notwithstanding  any such payment or judgment to
     indemnify the Lender against such loss. The term "rate of exchange" in this
     Section  21 means the spot rate at which the  Lender,  in  accordance  with
     normal  practices  is able on the  relevant  date to purchase  the Original
     Currency  with the Second  Currency  and

<PAGE>

                                       7



     includes any premium and costs of exchange  payable in connection with such
     purchase.  Any additional  amount due from the Guarantor under this Section
     21 will be due as a separate  debt and shall not be  affected  by  judgment
     being  obtained  for  any  other  sums  due  under  or in  respect  of this
     Guarantee.

20.  Intercreditor  Agreement  Paramount:  The  terms  and  conditions  of  this
     Agreement  and the rights of the Lender  hereunder are subject to the terms
     and conditions of the Intercreditor  Agreement. In the event any provisions
     of this Agreement  contradict or are otherwise incapable of being construed
     in conjunction with the provisions of the Intercreditor Agreement, then the
     provisions of the Intercreditor  Agreement shall take precedence over those
     contained in this Agreement.

21.  Assignment:  The Guarantor  shall not assign any of its  obligations  under
     this Guarantee without the prior written consent of the Lender.

22.  Enurement:  This Guarantee shall enure to the benefit of the Lender and its
     successors  and  assigns  and shall be  binding  on the  Guarantor  and its
     successors and permitted assigns.


     IN WITNESS  WHEREOF the Guarantor has caused this Guarantee to be signed by
their respective proper officers duly authorized in that behalf as of August 31,
2004.

                                        ANTHONY CLARK INTERNATIONAL
                                        INSURANCE BROKERS LTD.


                                        Per:  /s/ Tony Consalvo
                                              ----------------------------------
                                        Name: Tony Consalvo
                                        Title: Chief Operating Officer




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