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                                                                    Exhibit 10.3




                                G U A R A N T E E



                              -- DAY OF MARCH, 2000



                                       BY


                            Imperial Parking LIMITED
                                  AS GUARANTOR








                                  IN FAVOUR OF


             First Union Real Estate Equity and Mortgage Investments
                                   AS CREDITOR












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                                TABLE OF CONTENTS



<TABLE>
<C>                                                                                                             <C>
1.                INTERPRETATION.................................................................................1
        1.01      Definitions....................................................................................1
        1.02      Generally Accepted Accounting Principles.......................................................2
        1.03      Headings.......................................................................................2
        1.04      Number and Gender..............................................................................3

2.                Guarantee and indemnity........................................................................3
        2.01      Guarantee......................................................................................3
        2.02      Nature of Guarantee............................................................................3
        2.03      Performance of Obligations.....................................................................3
        2.04      Obligations Unconditional......................................................................3
        2.05      Guarantee Unaffected by Judgment or Bankruptcy.................................................3
        2.06      Independence of Guarantee......................................................................4
        2.07      Indemnity......................................................................................4

3.                Representations and Warranties.................................................................4
        3.01      Incorporation..................................................................................4
        3.02      Capacity.......................................................................................4
        3.03      Licences.......................................................................................5
        3.04      Non-Conflict...................................................................................5
        3.05      No Default.....................................................................................5
        3.06      Enforceability.................................................................................5
        3.07      Financial Information..........................................................................5
        3.08      Due Authorization by Guarantor.................................................................5
        3.09      Reliance and Survival..........................................................................6

4.                Covenants of the Guarantor.....................................................................6
        4.01      Waiver.........................................................................................6
        4.02      No Requirement to Exhaust Recourse.............................................................6
        4.03      Payment of Obligations.........................................................................6
        4.04      Assignment and Postponement....................................................................6
        4.05      Postponed Subrogation..........................................................................7
        4.06      Bankruptcy.....................................................................................7
        4.07      Set-Off, Combination of Accounts and Crossclaims...............................................7
        4.08      Powers.........................................................................................7
        4.09      Survival of Guarantee..........................................................................7
        4.10      Further Assurances.............................................................................8
        4.11      Payment of Realization Costs...................................................................8
        4.12      No Termination.................................................................................8
        4.13      Financial Condition of Debtor..................................................................8

5.                Rights of the Creditor.........................................................................8
        5.01      Appropriations.................................................................................8
</TABLE>




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<TABLE>
<C>                                                                                                             <C>
        5.02      Dealing with Liabilities and Security..........................................................8
        5.03      Assignment.....................................................................................9
        5.04      Creditor Accounts to Govern....................................................................9
        5.05      Guarantee in Addition..........................................................................9
        5.06      Successors and Assigns........................................................................10
        5.07      Set-Off by the Creditor.......................................................................10
        5.08      Right to Recover for Contingent Liabilities...................................................10

6.                GENERAL.......................................................................................10
        6.01      Notices.......................................................................................10
        6.02      Time of the Essence...........................................................................11
        6.03      Governing Law.................................................................................11
        6.04      Guarantee Effective Immediately...............................................................11
        6.05      Entire Agreement..............................................................................11
        6.06      Severability..................................................................................11
        6.07      Judgment Currency.............................................................................11
        6.08      Amendment.....................................................................................12
        6.09      Waiver of Rights..............................................................................12
        6.10      Receipt of Copy...............................................................................12
</TABLE>




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                                     - 1 -






                                    GUARANTEE


                  THIS GUARANTEE is given the o day of March, 2000, by (the
"Guarantor") whose principal office or place of business is located at Suite
300, 601 West Cordova St., Vancouver, B.C. V6B 1G1 in favour of First Union Real
Estate Equity and Mortgage Investments (the "Creditor").


PREMISES:

         (a)      Imperial Parking Corporation (the "Debtor") has or may become
                  indebted to the Creditor.

         (b)      The Creditor has required the Guarantor to enter into this
                  Guarantee as a condition of the Creditor advancing funds to
                  the Debtor.

                  IN CONSIDERATION of $1.00 now paid by the Creditor to the
Guarantor and of other consideration (the receipt and sufficiency of which are
acknowledged by the Guarantor), the Guarantor agrees with the Creditor as
follows:


1.                INTERPRETATION

1.01              DEFINITIONS

                  In this Guarantee:

                  "AGREEMENT" means any agreement, oral or written, and any
                  indenture, instrument or undertaking.

                  "BUSINESS DAY" means any day of the week other than a
                  Saturday, Sunday or statutory or civic holiday observed in
                  Vancouver, British Columbia or New York, New York.

                  "CONTINGENT FACILITY" means any obligation in any form assumed
                  or issued by the Creditor at the request of or for the account
                  of the Debtor under which the Creditor has any contingent or
                  future liability, including, without limitation, any
                  guarantee, uncleared payment order, endorsement, letter of
                  credit or banker's acceptance.

                  "GUARANTEE" means this Guarantee and all attached Schedules.
                  The words "hereto," "herein," "hereof," "hereby", "hereunder,"
                  and similar expressions, refer to this Guarantee and not to
                  any particular portion of it. The words "Article," "Section,"
                  "Subsection" or "Schedule" refer to the applicable article,
                  section, subsection or schedule of this Guarantee.



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                                     - 2 -


                  "LIABILITIES" means all and any item or part, of the existing
                  and future indebtedness, obligations and liabilities of any
                  kind whatever of the Debtor to the Creditor, whether direct or
                  indirect or absolute or contingent, and whether matured or
                  not. "Liabilities" includes, without limitation, all such
                  indebtedness, obligations and liabilities regardless of the
                  place or manner in which they arise or are evidenced, whether
                  resulting from dealings between the Creditor and the Debtor or
                  from other dealings or proceedings by which the Debtor may be
                  or become in any manner indebted, obligated or liable to the
                  Creditor and in any currency and whether incurred by the
                  Debtor alone or with another or others and whether as
                  principal, guarantor, or surety. "Liabilities" also includes
                  the aggregate amount of all Contingent Facilities and all
                  interest, commissions, costs, charges and expenses which the
                  Creditor incurs in respect of any of the Liabilities and any
                  Security granted in respect of any of the Liabilities.

                  "OBLIGATIONS" means all, and any part, of the guarantees,
                  indemnities, obligations and liabilities of the Guarantor to
                  the Creditor under this Guarantee.

                  "PERSON" includes an individual, corporation, partnership,
                  joint venture, trust or unincorporated organization, the Crown
                  or any agency or instrumentality thereof or any other entity
                  recognized by law.

                  "SECURITY" means existing or future security interests of any
                  type and any guarantee other than this Guarantee, granted by
                  any Person in respect of the Liabilities or the Obligations.

                  "TAXES" means all taxes, imposts, rates, levies, assessments
                  and government fees or dues lawfully levied, assessed or
                  imposed, including, without limitation, sales, excise, use,
                  property, capital, business transfer, goods and services or
                  value added taxes.

1.02              GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

                  All accounting and financial terms used in this Guarantee
shall be interpreted in accordance with generally accepted accounting principles
in Canada. Where the Canadian Institute of Chartered Accountants or any
successor thereto includes a recommendation in its Handbook or any successor
thereto concerning the treatment of any accounting matter, such recommendation
shall be regarded as the only generally accepted accounting principle applicable
to the circumstances that it covers and references herein to "generally accepted
accounting principles" shall be interpreted accordingly.

1.03              HEADINGS

                  The division of this Guarantee into Articles, Sections,
paragraphs and subparagraphs and the insertion of headings are for convenience
of reference only and shall not affect the construction or interpretation of
this Guarantee. The Article and Section headings in




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                                     - 3 -


this Guarantee are not intended to be full or accurate descriptions of the text
to which they refer and shall not be considered part of this Guarantee.

1.04              NUMBER AND GENDER

                  In this Guarantee, words in the singular include the plural
and vice-versa and words in one gender include all genders.


2.                Guarantee and indemnity

2.01              GUARANTEE

                  The Guarantor guarantees to the Creditor the due and punctual
payment and performance in full of the Liabilities as they become due from time
to time. The Guarantor shall be liable for the Liabilities as a primary obligor,
not merely as a surety.

2.02              NATURE OF GUARANTEE

                  This Guarantee is an unconditional, irrevocable and continuing
guarantee of all of the Liabilities, and the liability of the Guarantor in
respect of the Liabilities is unlimited.

2.03              PERFORMANCE OF OBLIGATIONS

                  The Guarantor shall pay or perform the Liabilities immediately
on demand from the Creditor, without any requirement that the Creditor has
demanded that the Debtor pay or perform any of the Liabilities or that the
Debtor has failed to do so.

2.04              OBLIGATIONS UNCONDITIONAL

                  This Guarantee is effective irrespective of the genuineness,
validity or enforceability of the Liabilities. No circumstance, act or omission,
even if known by the Guarantor or the Creditor, which might otherwise limit,
lessen or release the Obligations or discharge this Guarantee shall release or
discharge, or wholly or partly exonerate the Guarantor from, any Obligations or
prejudice the Creditor's rights and remedies under this Guarantee. The Creditor
may at any time vary, compromise, exchange, renew, discharge, release or abandon
any Obligation or any other right or remedy it may have without thereby
lessening, limiting or releasing any other Obligation. The Guarantor hereby
waives all defences to any action or proceeding to enforce this Guarantee,
except any defence that there has been no default by the Debtor in paying and
performing the Liabilities or that the amount claimed has been permanently and
irrevocably paid to the Creditor.

2.05              GUARANTEE UNAFFECTED BY JUDGMENT OR BANKRUPTCY

                  Without limiting Section 2.04, none of the Obligations shall
be limited, lessened or released, nor shall this Guarantee be discharged, by the
recovery of any judgment against the Debtor or any other Person, by any
voluntary or involuntary liquidation, dissolution, winding-up,



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merger or amalgamation of the Debtor, the Guarantor or any other Person, by any
sale or other disposition of all or substantially all of the assets of the
Debtor, or by any judicial or extra-judicial receivership, insolvency,
bankruptcy, assignment for the benefit of creditors, reorganization, moratorium,
arrangement, composition with creditors or other proceedings affecting the
Debtor, the Guarantor or any other Person.

2.06              INDEPENDENCE OF GUARANTEE

                  The Obligations are in addition to and independent of any
Security. The Obligations shall not be lessened or limited, nor shall this
Guarantee be discharged, by:

         (a)      any direction of application of payment by the Debtor or by
                  any other Person; or

         (b)      any payment received on account of the Liabilities that the
                  Creditor may consider that it is obliged to repay pursuant to
                  any applicable law or for any other reason.

2.07              INDEMNITY

                  The Guarantor shall indemnify and save the Creditor harmless
from and against all loss, cost, damage, expense, claims and liability which it
may at any time suffer or incur in connection with:

         (a)      any failure by the Debtor to duly and punctually pay or
                  perform the Liabilities;

         (b)      any loss for any reason whatsoever, including by operation of
                  law, the negligence of the Creditor or otherwise, of any right
                  of the Creditor against the Debtor or the Guarantor; and

         (c)      any action or omission of the Creditor in connection with the
                  enforcement of any of its rights against the Debtor or the
                  Guarantor or under any Security.


3.                Representations and Warranties

                  The Guarantor represents and warrants to the Creditor as
follows:

3.01              INCORPORATION

                  The Guarantor is validly incorporated and organized and is a
valid and subsisting corporation under the laws applicable to it.

3.02              CAPACITY

                  The Guarantor has the power, capacity, legal right and
authority to execute and perform this Guarantee.


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                                     - 5 -


3.03              LICENCES

                  The Guarantor has the power, capacity, legal right and
authority, and holds all licences, permits and consents that it requires, to own
its property and to carry on its current business, and any business in which it
contemplates it will engage, in each relevant jurisdiction.

3.04              NON-CONFLICT

                  Neither the execution nor the performance of this Guarantee
requires the approval of any regulatory agency having jurisdiction over the
Guarantor nor is this Guarantee in contravention of or in conflict with the
articles, by-laws or resolutions of the directors or shareholders of the
Guarantor or of the provisions of any Agreement to which the Guarantor is a
party or by which any of its property may be bound or of any statute,
regulation, by-law, ordinance or other law, or of any judgment, decree, award,
ruling or order to which the Guarantor or any of its property may be subject.
Neither the execution nor the performance of this Guarantee will oblige the
Guarantor to grant any encumbrance of any kind to any Person other than the
Creditor.

3.05              NO DEFAULT

                  The Guarantor is not in breach of or in default under any
Agreement to which it is a party.

3.06              ENFORCEABILITY

                  This Guarantee constitutes a valid and legally binding
obligation of the Guarantor enforceable against the Guarantor in accordance with
its terms, subject only to applicable bankruptcy, insolvency or other statutes
or jurisprudence affecting the enforcement of creditors' rights in general, and
to general principles of equity under which specific performance and injunctive
relief may be awarded by a court in its discretion.

3.07              FINANCIAL INFORMATION

                  In all information and financial statements supplied for the
benefit of the Creditor, the Guarantor has made no untrue statement of any
material fact, and has revealed all material facts the omission of which would
make such information and statements misleading. The Guarantor has disclosed all
facts which materially adversely affect or, so far as the Guarantor can
reasonably foresee, will materially adversely affect the business, properties,
prospects or financial condition of the Guarantor or the ability of the
Guarantor to pay or perform the Obligations. All accounting information and
financial statements have been prepared in accordance with generally accepted
accounting principles.

3.08              DUE AUTHORIZATION BY GUARANTOR

                  The Guarantor has taken all necessary corporate action, and
those signing on its behalf have been duly authorized, to execute this Guarantee
effectively.


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                                     - 6 -


3.09              RELIANCE AND SURVIVAL

                  All representations and warranties of the Guarantor made
herein or in any certificate or other document delivered by or on behalf of the
Guarantor for the benefit of the Creditor are material, shall survive the
execution and delivery of this Guarantee and shall continue in full force and
effect without time limit. The Creditor shall be deemed to have relied upon each
such representation and warranty notwithstanding any investigation made by or on
behalf of the Creditor at any time.


4.                COVENANTS OF THE GUARANTOR

                  The covenants set forth in the Credit Agreement which are
applicable to the Guarantor in its capacity as a subsidiary of the Debtor are
deemed to be made herein by the Guarantor in favour of the Creditor as if such
covenants were included herein mutatis mutandis. In addition he Guarantor
further covenants:

4.01              WAIVER

                  The Guarantor hereby waives both notice of the existence or
creation of the Liabilities and presentment, demand, dishonour, notice of
dishonour, protest, notice of protest and all other notices whatsoever.

4.02              NO REQUIREMENT TO EXHAUST RECOURSE

                  The Creditor shall not be bound to seek or exhaust its
recourse against the Debtor or any other Person nor to enforce or value any
Security before being entitled to payment under this Guarantee. The Guarantor
renounces the benefits of discussion and division, if applicable.

4.03              PAYMENT OF OBLIGATIONS

                  The Guarantor shall pay to the Creditor, at any office of the
Creditor as notified in writing by the Creditor, all amounts payable hereunder,
in the applicable currencies of the Liabilities, free and clear and without
deduction for any present or future Taxes, charges or withholdings.

4.04              ASSIGNMENT AND POSTPONEMENT

                  All present and future obligations and liabilities of the
Debtor to the Guarantor are assigned to the Creditor and postponed to the
Liabilities and all moneys received from the Debtor or for its account by the
Guarantor or its representatives or assigns shall be received in trust for the
Creditor and, forthwith upon receipt, paid over to the Creditor in reduction of
the Liabilities, all without prejudice to and without in any way limiting,
lessening or releasing the Obligations. This assignment and postponement is
independent of the Guarantor's other Obligations, and shall remain in effect
even though the Guarantor has no further liability to guarantee the payment or
performance of the Liabilities.



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                                     - 7 -


4.05              POSTPONED SUBROGATION

                  The Guarantor shall not be subrogated to any right or remedy
of the Creditor until the Liabilities have been paid and performed in full and
the Creditor no longer has any obligation, actual or contingent, to provide
financial accommodation to the Debtor. Thereafter, the Guarantor may require the
Creditor to assign to the Guarantor any of its rights and remedies then
remaining with respect to the Liabilities, but any such assignment shall only be
without representation or warranty by, or recourse against, the Creditor.

4.06              BANKRUPTCY

                  Upon any voluntary or involuntary liquidation, dissolution or
winding-up of the Debtor or any surety or guarantor of the Liabilities, any sale
or other disposition of all or substantially all of the assets of the Debtor, or
any insolvency, bankruptcy, reorganization, moratorium, arrangement with
creditors, judicial or extra-judicial receivership, or other similar proceedings
affecting the Debtor or any surety or guarantor for any Liabilities, the rights
of the Creditor shall not be limited, lessened or released by its omission to
prove its claim or to prove its full claim and it may prove such claim as it
sees fit and may refrain from proving any claim and in its discretion it may
value as it sees fit or refrain from valuing any security or securities held by
it, without in any way lessening, limiting or releasing the liability to it of
the Guarantor and until the Liabilities have been fully paid or discharged, the
Creditor shall have the right to include in its claim the amount of all sums
paid to the Creditor under this Guarantee and to prove and rank for and receive
dividends in respect thereof. Any and all rights to prove and rank for such sums
paid by the Guarantor and to receive the full amount of all dividends in respect
thereto are assigned by the Guarantor to the Creditor.

4.07              SET-OFF, COMBINATION OF ACCOUNTS AND CROSSCLAIMS

                  The Guarantor will pay and perform the Obligations without
regard to any equities between the Guarantor, the Debtor and the Creditor, or
any of them, or any defence or right of set-off, combination of accounts or
cross-claim which the Debtor or the Guarantor may have.

4.08              POWERS

                  The Creditor need not inquire into the powers of the Debtor or
its directors, officers, employees or agents purporting to act on its behalf.
All advances, credits or other financial accommodation in fact obtained from the
Creditor in the purported exercise of such powers shall be deemed to be part of
the Liabilities. The Guarantor will not contest the validity of any of the
Liabilities on the grounds that the Liabilities were obtained irregularly,
fraudulently, defectively or informally or in excess of the powers of the Debtor
or of its directors, officers, employees or agents, even if the Creditor had
notice of any such powers.

4.09              SURVIVAL OF GUARANTEE

                  The Obligations shall continue unaffected by any change in the
name of the Debtor or of the Guarantor, or by any change whatsoever in the
objects, capital structure or




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                                     - 8 -


constitution of the Debtor or the Guarantor, or by the Debtor or the Guarantor
being amalgamated with another corporation.

4.10              FURTHER ASSURANCES

                  The Guarantor shall at all times do, execute, acknowledge and
deliver or cause to be done, executed, acknowledged or delivered all such
further acts, deeds, transfers, assignments and assurances as the Creditor may
reasonably require in order to give effect to the provisions of this Guarantee.

4.11              PAYMENT OF REALIZATION COSTS

                  The Guarantor shall reimburse or pay the Creditor on demand
for all costs, expenses and reasonable legal fees paid or incurred by the
Creditor in enforcing the Liabilities, the Obligations or any Security. The
Guarantor shall pay interest on the amount of each such demand at a rate of 7.5%
per annum, compounded and payable monthly both before and after judgment and
default, commencing on the 15th day following such demand until payment of such
amount is made in full.

4.12              NO TERMINATION

                  This Guarantee and the Obligations are irrevocable. The
Guarantor may not terminate its liability in regard to any Liabilities,
including future Liabilities, without the prior written consent of the Lender.

4.13              FINANCIAL CONDITION OF DEBTOR

                  The Guarantor acknowledges that it has fully informed itself
about the financial condition of the Debtor. The Guarantor assumes full
responsibility for keeping fully informed of the financial condition of the
Debtor and all other circumstances affecting the Debtor's ability to pay or
perform the Liabilities, and agrees that the Creditor has no duty to report to
the Guarantor any information which the Creditor has or receives about the
Debtor's financial condition or any circumstances bearing on its ability to pay
or perform the Liabilities.


5.                Rights of the Creditor

5.01              APPROPRIATIONS

                  The Creditor may, at its sole discretion, appropriate moneys
received to such of the Liabilities, and in such order, as it sees fit, and may
change any appropriation at any time.

5.02              DEALING WITH LIABILITIES AND SECURITY

                  Without limiting Section 2.04, the Creditor may:


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                                     - 9 -


         (a)      grant or allow any waiver, consent, extension, indulgence or
                  other act or omission in respect of any Agreement, any of the
                  Liabilities or any Security;

         (b)      do, or omit to do, anything to enforce the payment or
                  performance of any Agreement, any of the Liabilities or any
                  Security;

         (c)      give, refuse, cease or refrain from giving any credit, loans
                  or other financial accommodation to the Debtor;

         (d)      vary, compromise, exchange, renew, discharge, release,
                  subordinate, postpone or abandon any Agreement, any of the
                  Liabilities or any Security;

         (e)      take, refuse or refrain from taking any Security;

         (f)      refuse or omit to register or otherwise perfect or keep
                  perfected any Security; or

         (g)      deal with or allow the Debtor, the Guarantor or any other
                  Person to deal with goods or property covered by any Security;

all when and in such manner and with or without notice as the Creditor may deem
expedient. The Creditor may do, or omit or refuse to do, anything enumerated in
this Section without thereby lessening, limiting or releasing the Obligations or
its rights and remedies under this Guarantee in any way, even if the effect is
to deprive the Guarantor of any right or opportunity to be reimbursed by the
Debtor or any other Person for any sums paid to the Creditor, and even if any
such action or omission results from inadvertence or negligence of any Person.

5.03              ASSIGNMENT

                  The Creditor may, without notice to the Guarantor, assign or
transfer the Liabilities or any of its rights and remedies under this Guarantee.
The Creditor shall have an unimpaired right, prior and superior to that of any
such assignee or transferee to enforce this Guarantee for the benefit of the
Creditor as to such of the Liabilities as the Creditor has not assigned or
transferred.

5.04              CREDITOR ACCOUNTS TO GOVERN

                  The amount of the Liabilities at any time shall be deemed to
be as stated by the Creditor based solely on its records. The Guarantor shall be
bound by any account settled between the Creditor and the Debtor. Any
acceleration of any of the Liabilities shall be binding on the Guarantor, even
if contested by the Debtor.

5.05              GUARANTEE IN ADDITION

                  The rights and remedies of the Creditor hereunder are in
addition to and not in substitution for any other rights or remedies which the
Creditor has at any time against the Debtor respecting the Liabilities or under
any Security.


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                                     - 10 -


5.06              SUCCESSORS AND ASSIGNS

                  This Guarantee shall enure to the benefit of the Creditor's
successors and assigns and all Obligations shall be binding upon the successors
and assigns of the Guarantor.

5.07              SET-OFF BY THE CREDITOR

                  Whenever any  Obligation  is due and  payable,  the Creditor
may,  without  prior demand or notice to the Guarantor,

         (a)      appropriate and apply to such Obligation any property,
                  balances, credits, accounts or moneys of the Guarantor then in
                  its possession or control, whether received by the Creditor
                  for safekeeping, as agent for collection or transmission or
                  otherwise, and

         (b)      set-off any deposits or other sums at any time credited by or
                  due from the Creditor to the Guarantor, whether in a special
                  or other account or represented by a certificate of deposit or
                  deposit receipt (and whether or not the liability of the
                  Creditor therefor is conditional, contingent or unmatured),

all notwithstanding the contrary term of any present or future account or
instrument.

5.08              RIGHT TO RECOVER FOR CONTINGENT LIABILITIES

                  Whenever the Creditor may demand payment or performance of any
of the Obligations, the Guarantor must, upon demand, also pay the Creditor an
amount equal to the Creditor's maximum aggregate potential liability (including
without limitation out-of-pocket expenses and fees) under all outstanding
Contingent Facilities. Such amount may be held by the Creditor as collateral
security or for offset against the obligations of the Creditor under the
Contingent Facilities or applied by the Creditor as a prepayment thereof.


6.                GENERAL

6.01              NOTICES

                  Any notice, demand or other communication (in this Section, a
"notice") from the Guarantor to the Creditor shall be in writing and shall be
sufficiently given or made if:

         (a)      delivered in person during normal business hours on a Business
                  Day and left with a receptionist or other responsible employee
                  of the Creditor at the address set out in the first paragraph
                  of this Guarantee;

         (b)      sent by prepaid first class mail; or




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                                     - 11 -


         (c)      sent by any electronic means of sending messages, including
                  telex or facsimile transmission, which produces a paper record
                  during normal business hours on a Business Day charges prepaid
                  and confirmed by prepaid first class mail.

                  The Creditor may change its address by giving notice to the
Guarantor.

6.02              TIME OF THE ESSENCE

                  Time is of the essence of each provision of this Guarantee.

6.03              GOVERNING LAW

                  This Guarantee shall be governed by, and interpreted and
enforced in accordance with, the laws in force in the State of New York. The
Guarantor irrevocably submits to the jurisdiction of the courts of the State of
New York with respect to any matter arising hereunder or related hereto.

6.04              GUARANTEE EFFECTIVE IMMEDIATELY

                  Neither the execution of, nor any filing with respect to, this
Guarantee shall bind the Creditor to grant any credit, loans or other financial
accommodation to the Debtor, but the Obligations shall arise forthwith upon the
execution of this Guarantee by the Guarantor. Possession of this instrument by
the Creditor shall be conclusive evidence against the Guarantor that this
Guarantee was not delivered in escrow or pursuant to any Agreement that it
should not be effective until any terms or conditions precedent or subsequent
have been complied with.

6.05              ENTIRE AGREEMENT

                  There are no representations, warranties, conditions, other
agreements or acknowledgements, whether direct or collateral, express or
implied, that form part of or affect this Guarantee. The execution of this
Guarantee has not been induced by, nor does the Guarantor rely upon or regard as
material, any representations, warranties, conditions, other agreements or
acknowledgements not expressly made in this Guarantee or in the agreements and
other documents to be delivered pursuant hereto.

6.06              SEVERABILITY

                  If any provision of this Guarantee is determined to be invalid
or unenforceable by a court of competent jurisdiction from which no further
appeal lies or is taken, that provision shall be deemed to be severed herefrom,
and the remaining provisions of this Guarantee shall not be affected thereby and
shall remain valid and enforceable.

6.07              JUDGMENT CURRENCY

                  If, for the purposes of obtaining or enforcing judgment in any
court in any jurisdiction, it becomes necessary to convert into the currency of
the jurisdiction giving such judgment (the "Judgment Currency") an amount due
hereunder in any other currency (the



<PAGE>   15
                                     - 12 -


"Original Currency"), then the date on which the rate of exchange for conversion
is selected by that court is referred to herein as the "Conversion Date." If
there is a change in the rate of exchange between the Judgment Currency and the
Original Currency between the Conversion Date and the actual receipt by the
Creditor of the amount due hereunder or under such judgment, the Guarantor
shall, notwithstanding such judgment, pay all such additional amounts as may be
necessary to ensure that the amount received by the Creditor in the Judgment
Currency, when converted at the rate of exchange prevailing on the date of
receipt, will produce the amount due in the Original Currency. The Guarantor's
liability hereunder constitutes a separate and independent liability which shall
not merge with any judgment or any partial payment or enforcement of payment of
sums due under this Guarantee. The term "rate of exchange," as used in this
Section, includes any premiums or costs payable in connection with the currency
conversion then being effected.

6.08              AMENDMENT

                  This Guarantee may only be amended or supplemented by a
written agreement signed by the Guarantor and the Creditor.

6.09              WAIVER OF RIGHTS

                  Any waiver of, or consent to depart from, the requirements of
any provision of this Guarantee shall be effective only in the specific instance
and for the specific purpose for which it has been given. No failure on the part
of the Creditor to exercise, and no delay in exercising, any right under this
Guarantee shall operate as a waiver of such right. No single or partial exercise
of any such right shall preclude any other or further exercise of such right or
the exercise of any other right.

6.10              RECEIPT OF COPY

                  The Guarantor acknowledges receipt of an executed copy of this
Guarantee.



                  TO WITNESS this Guarantee, the Guarantor has caused it to be
duly signed and sealed.



                                       By:
                                          -------------------------------
                                          - name and title of signatory


                                                                          (seal)

                                       By:
                                          -------------------------------
                                          - name and title of signatory


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