<PAGE>


                               COMMERCIAL GUARANTY
<TABLE>
<CAPTION>
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   PRINCIPAL      LOAN DATE      MATURITY       LOAN NO          CAL       COLLATERAL      ACCOUNT        OFFICER       INITIALS
<S>              <C>            <C>            <C>              <C>        <C>             <C>            <C>           <C>
  $116,235.00      3/13/2001     03/13/2004      0006057          590          4430         1272284         2331
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 References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan
 or item.
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 -----------------------------------------------------------------------------------------------------------------------------------
 BORROWER:      MIDWEST CABLE COMMUNICATIONS OF ARKANSAS INC.    LENDER:   REGIONS BANK
                (TIN:  710719053)                                          ROGERS MAIN OFFICE
                7125 MCQUIRE ROAD                                          500 WEST WALNUT
                FAYETTEVILLE, AR 72704-5237                                ROGERS, AR  72576
 GUARANTOR:     BONNIE L CAPWELL SSN ###-##-####
                2003 CARNES DR
                SPRINGDALE, AR  72762-1534
 ===================================================================================================================================
</TABLE>

AMOUNT OF GUARANTY. THE AMOUNT OF THIS GUARANTY IS UNLIMITED.

CONTINUING UNLIMITED GUARANTY. FOR GOOD AND VALUABLE CONSIDERATION, BONNIE L
CAPWELL SSN ###-##-#### ("GUARANTOR") ABSOLUTELY AND UNCONDITIONALLY GUARANTEES
AND PROMISES TO PAY TO REGIONS BANK ("LENDER") OR ITS ORDER, ON DEMAND, IN LEGAL
TENDER OF THE UNITED STATES OF AMERICA, THE INDEBTEDNESS (AS THAT TERM IS
DEFINED BELOW) OF MIDWEST CABLE COMMUNICATIONS OF ARKANSAS INC. ("BORROWER"1 TO
LENDER ON THE TERMS AND CONDITIONS SET FORTH IN THIS GUARANTY. UNDER THIS
GUARANTY, THE LIABILITY OF GUARANTOR IS UNLIMITED AND THE OBLIGATIONS OF
GUARANTOR ARE CONTINUING.

DEFINITIONS. The following words shall have the following meanings when used in
this Guaranty:

         BORROWER. The word "Borrower" means MIDWEST CABLE COMMUNICATIONS OF
         ARKANSAS INC.

         GUARANTOR. The word "Guarantor" means BONNIE L CAPWELL SSN ###-##-####.

         GUARANTY. The word "Guaranty" means this Guaranty made by Guarantor for
         the benefit of Lender dated March 13, 2001.

         INDEBTEDNESS. The word "Indebtedness" is used in its most comprehensive
         sense and means and includes any and all of Borrower's liabilities,
         obligations, debts, and indebtedness to Lender, now existing or
         hereinafter incurred or created, including, without limitation, all
         loans, advances, interest, costs, debts, overdraft indebtedness, credit
         card indebtedness, lease obligations, other obligations, and
         liabilities of Borrower, or any of them, and any present or future
         judgments against Borrower, or any of them; and whether any such
         Indebtedness is voluntarily or involuntarily incurred, due or not due,
         absolute or contingent, liquidated or unliquidated, determined or
         undetermined; whether Borrower may be liable individually or jointly
         with others, or primarily or secondarily, or as guarantor or surety;
         whether recovery on the Indebtedness may be or may become barred or
         unenforceable against Borrower for any reason whatsoever; and whether
         the Indebtedness arises from transactions which may be voidable on
         account of infancy, insanity, ultra vires, or otherwise.

         LENDER. The word "Lender" means Regions Bank, its successors and
         assigns.

         RELATED DOCUMENTS. The words "Related Documents" mean and include
         without limitation all promissory notes, credit agreements, loan
         agreements, environmental agreements, guaranties, security agreements,
         mortgages, deeds of trust, and all other instruments, agreements and
         documents, whether now or hereafter existing, executed in connection
         with the Indebtedness.

NATURE OF GUARANTY. Guarantor's liability under this Guaranty shall be open and
continuous for so long as this Guaranty remains in force. Guarantor intends to
guarantee at all times the performance and prompt payment when due, whether at
maturity or earlier by reason of acceleration or otherwise, of all Indebtedness.
Accordingly, no payments made upon the Indebtedness will discharge or diminish
the continuing liability of Guarantor in connection with any remaining portions
of the Indebtedness or any of the Indebtedness which subsequently arises or is
thereafter incurred or contracted.

DURATION OF GUARANTY. This Guaranty will take effect when received by Lender
without the necessity of any acceptance by Lender, or any notice to Guarantor or
to Borrower, and will continue in full force until all Indebtedness incurred or
contracted before receipt by Lender of any notice of revocation shall have been
fully and finally paid and satisfied and all other obligations of Guarantor
under this Guaranty shall have been performed in full. If Guarantor elects to
revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written
notice of revocation must be mailed to Lender, by certified mail, at the address
of Lender listed above or such other place as Lender may designate in writing.
Written revocation of this Guaranty will apply only to advances or new
Indebtedness created after actual receipt by Lender of Guarantor's written
revocation. For this purpose and without limitation, the term "new Indebtedness"
does not include Indebtedness which at the time of notice of revocation is
contingent, unliquidated, undetermined or not due and which later becomes
absolute, liquidated, determined or due. This Guaranty will continue to bind
Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior
to receipt of Guarantor's written notice of revocation, including any
extensions, renewals, substitutions or modifications of the Indebtedness. All
renewals, extensions, substitutions, and modifications of the Indebtedness
granted after Guarantor's revocation, are contemplated under this Guaranty and,
specifically will not be considered to be new Indebtedness. This Guaranty shall
bind the estate of Guarantor as to Indebtedness created both before and after
the death or incapacity of Guarantor, regardless of Lender's actual notice of
Guarantor's death. Subject to the foregoing, Guarantor's executor or
administrator or other legal representative may terminate this Guaranty in the
same manner in which Guarantor might have terminated it and with the same
effect. Release of any other guarantor or termination of any other guaranty of
the Indebtedness shall not affect the liability of Guarantor under this
Guaranty. A revocation received by Lender from any one or more Guarantors shall
not affect the liability of any remaining Guarantors under this Guaranty. IT IS
ANTICIPATED THAT FLUCTUATIONS MAY OCCUR IN THE AGGREGATE AMOUNT OF INDEBTEDNESS
COVERED BY THIS GUARANTY, AND IT IS SPECIFICALLY ACKNOWLEDGED AND AGREED BY
GUARANTOR THAT REDUCTIONS IN THE AMOUNT OF INDEBTEDNESS, EVEN TO ZERO DOLLARS
($0.00), PRIOR TO WRITTEN REVOCATION OF THIS GUARANTY BY GUARANTOR SHALL NOT
CONSTITUTE A TERMINATION OF THIS GUARANTY. THIS GUARANTY IS BINDING UPON
GUARANTOR AND GUARANTOR'S HEIRS, SUCCESSORS AND ASSIGNS SO LONG AS ANY OF THE
GUARANTEED INDEBTEDNESS REMAINS UNPAID AND EVEN THOUGH THE INDEBTEDNESS
GUARANTEED MAY FROM TIME TO TIME BE ZERO DOLLARS ($0.00).

GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before
or after any revocation hereof, WITHOUT NOTICE OR DEMAND AND WITHOUT LESSENING
GUARANTOR'S LIABILITY UNDER THIS GUARANTY, FROM TIME TO TIME: (A) PRIOR TO
REVOCATION AS SET FORTH ABOVE, TO MAKE ONE OR MORE ADDITIONAL SECURED OR
UNSECURED LOANS TO BORROWER, TO LEASE EQUIPMENT OR OTHER GOODS TO BORROWER, OR
OTHERWISE TO EXTEND


<PAGE>
03-13-2001                COMMERCIAL GUARANTY                          PAGE 2
LOAN NO 0006057               (CONTINUED)
================================================================================

ADDITIONAL CREDIT TO BORROWER; (B) TO ALTER, COMPROMISE, RENEW, EXTEND,
ACCELERATE, OR OTHERWISE CHANGE ONE OR MORE TIMES THE TIME FOR PAYMENT OR OTHER
TERMS OF THE INDEBTEDNESS OR ANY PART OF THE INDEBTEDNESS, INCLUDING INCREASES
AND DECREASES OF THE RATE OF INTEREST ON THE INDEBTEDNESS; EXTENSIONS MAY BE
REPEATED AND MAY BE FOR LONGER THAN THE ORIGINAL LOAN TERM; (C) TO TAKE AND HOLD
SECURITY FOR THE PAYMENT OF THIS GUARANTY OR THE INDEBTEDNESS, AND EXCHANGE,
ENFORCE, WAIVE, SUBORDINATE, FAIL OR DECIDE NOT TO PERFECT, AND RELEASE ANY SUCH
SECURITY, WITH OR WITHOUT THE SUBSTITUTION OF NEW COLLATERAL; (D) TO RELEASE,
SUBSTITUTE, AGREE NOT TO SUE, OR DEAL WITH ANY ONE OR MORE OF BORROWER'S
SURETIES, ENDORSERS, OR OTHER GUARANTORS ON ANY TERMS OR IN ANY MANNER LENDER
MAY CHOOSE; (E) TO DETERMINE HOW, WHEN AND WHAT APPLICATION OF PAYMENTS AND
CREDITS SHALL BE MADE ON THE INDEBTEDNESS; (F) TO APPLY SUCH SECURITY AND DIRECT
THE ORDER OR MANNER OF SALE THEREOF, INCLUDING WITHOUT LIMITATION, ANY
NONJUDICIAL SALE PERMITTED BY THE TERMS OF THE CONTROLLING SECURITY AGREEMENT OR
DEED OF TRUST, AS LENDER IN ITS DISCRETION MAY DETERMINE; (G) TO SELL, TRANSFER,
ASSIGN, OR GRANT PARTICIPATIONS IN ALL OR ANY PART OF THE INDEBTEDNESS; AND (H)
TO ASSIGN OR TRANSFER THIS GUARANTY IN WHOLE OR IN PART.

GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to
Lender that (a) no representations or agreements of any kind have been made to
Guarantor which would limit or qualify in any way the terms of this Guaranty;
(b) this Guaranty is executed at Borrower's request and not at the request of
Lender; (c) Guarantor has full power, right and authority to enter into this
Guaranty; (d) the provisions of this Guaranty do not conflict with or result in
a default under any agreement or other instrument binding upon Guarantor and do
not result in a violation of any law, regulation, court decree or order
applicable to Guarantor; (e) Guarantor has not and will not, without the prior
written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer,
or otherwise dispose of all or substantially all of Guarantor's assets, or any
interest therein; (f) upon Lender's request, Guarantor will provide to Lender
financial and credit information in form acceptable to Lender, and all such
financial information which currently has been, and all future financial
information which will be provided to Lender is and will be true and correct in
all material respects and fairly present the financial condition of Guarantor as
of the dates the financial information is provided; (g) no material adverse
change has occurred in Guarantor's financial condition since the date of the
most recent financial statements provided to Lender and no event has occurred
which may materially adversely affect Guarantor's financial condition; (h) no
litigation, claim, investigation, administrative proceeding or similar action
(including those for unpaid taxes) against Guarantor is pending or threatened;
(i) Lender has made no representation to Guarantor as to the creditworthiness of
Borrower; and (j) Guarantor has established adequate means of obtaining from
Borrower on a continuing basis information regarding Borrower's financial
condition. Guarantor agrees to keep adequately informed from such means of any
facts, events, or circumstances which might in any way affect Guarantor's risks
under this Guaranty, and Guarantor further agrees that, absent a request for
information, Lender shall have no obligation to disclose to Guarantor any
information or documents acquired by Lender in the course of its relationship
with Borrower.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives
any right to require Lender (a) to continue lending money or to extend other
credit to Borrower; (b) to make any presentment, protest, demand, or notice of
any kind, including notice of any nonpayment of the Indebtedness or of any
nonpayment related to any collateral, or notice of any action or nonaction on
the part of Borrower, Lender, any surety, endorser, or other guarantor in
connection with the Indebtedness or in connection with the creation of new or
additional loans or obligations; (c) to resort for payment or to proceed
directly or at once against any person, including Borrower or any other
guarantor; (d) to proceed directly against or exhaust any collateral held by
Lender from Borrower, any other guarantor, or any other person; (e) to give
notice of the terms, time, and place of any public or private sale of personal
property security held by Lender from Borrower or to comply with any other
applicable provisions of the Uniform Commercial Code; (f) to pursue any other
remedy within Lender's power; or (g) to commit any act or omission of any kind,
or at any time, with respect to any matter whatsoever.

If now or hereafter (a) Borrower shall be or become insolvent, and (b) the
Indebtedness shall not at all times until paid be fully secured by collateral
pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor
of Lender and Borrower, and their respective successors, any claim or right to
payment Guarantor may now have or hereafter have or acquire against Borrower, by
subrogation or otherwise, so that at no time shall Guarantor be or become a
"creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any
successor provision of the Federal bankruptcy laws.

Guarantor also waives any and all rights or defenses arising by reason of (a)
any "one action" or "anti-deficiency" law or any other law which may prevent
Lender from bringing any action, including a claim for deficiency, against
Guarantor, before or after Lender's commencement or completion of any
foreclosure action, either judicially or by exercise of a power of sale: (b) any
election of remedies by Lender which destroys or otherwise adversely affects
Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower
for reimbursement, including without limitation, any loss of rights Guarantor
may suffer by reason of any law limiting, qualifying, or discharging the
Indebtedness; (c) any disability or other defense of Borrower, of any other
guarantor, or of any other person, or by reason of the cessation of Borrower's
liability from any cause whatsoever, other than payment in full in legal tender,
of the Indebtedness; (d) any right to claim discharge of the Indebtedness on the
basis of unjustified impairment of any collateral for the Indebtedness; (e) any
statute of limitations, if at any time any action or suit brought by Lender
against Guarantor is commenced there is outstanding Indebtedness of Borrower to
Lender which is not barred by any applicable statute of limitations; or (f) any
defenses given to guarantors at law or in equity other than actual payment and
performance of the Indebtedness. It payment is made by Borrower, whether
voluntarily or otherwise, or by any third party, on the Indebtedness and
thereafter Lender is forced to remit the amount of that payment to Borrower's
trustee in bankruptcy or to any similar person under any federal or state
bankruptcy law or law for the relief of debtors, the Indebtedness shall be
considered unpaid for the purpose of enforcement of this Guaranty.

Guarantor further waives and agrees not to assert or claim at any time any
deductions to the amount guaranteed under this Guaranty for any claim of setoff,
counterclaim, counter demand, recoupment or similar right, whether such claim,
demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees
that each of the waivers set forth above is made with Guarantor's full knowledge
of its significance and consequences and that, under the circumstances, the
waivers are reasonable and not contrary to public policy or law. If any such
waiver is determined to be contrary to any applicable law or public policy, such
waiver shall be effective only to the extent permitted by law or public policy.

LENDER'S RIGHT OF SETOFF. In addition to all liens upon and rights of setoff
against the moneys, securities or other property of Guarantor given to Lender by
law, Lender shall have, with respect to Guarantor's obligations to Lender under
this Guaranty and to the extent permitted by law, a contractual security
interest in and a right of setoff against, and Guarantor hereby assigns,
conveys, delivers, pledges, and transfers to Lender all of Guarantor's right,
title and interest in and to, all deposits, moneys, securities and other
property of Guarantor now or hereafter in the possession of or on deposit with
Lender, whether held in a general or special account or deposit, whether held
jointly with someone else, or whether held for safekeeping or otherwise,
excluding however all IRA, Keogh, and trust accounts. Every such security
interest and right of setoff may be exercised without demand upon or notice to
Guarantor. No security interest or right of setoff shall be deemed to have been
waived by any act or conduct on the part of Lender or by any neglect to


<PAGE>
03-13-2001                COMMERCIAL GUARANTY                          PAGE 3
LOAN NO 0006057               (CONTINUED)
================================================================================


exercise such right of setoff or to enforce such security interest or by any
delay in so doing. Every right of setoff and security interest shall continue in
full force and effect until such right of setoff or security interest is
specifically waived or released by an instrument in writing executed by Lender.

SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the
Indebtedness of Borrower to Lender, whether now existing or hereafter created,
shall be prior to any claim that Guarantor may now have or hereafter acquire
against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby
expressly subordinates any claim Guarantor may have against Borrower, upon any
account whatsoever, to any claim that Lender may now or hereafter have against
Borrower. In the event of insolvency and consequent liquidation of the assets of
Borrower, through bankruptcy, by an assignment for the benefit of creditors, by
voluntary liquidation, or otherwise, the assets of Borrower applicable to the
payment of the claims of both Lender and Guarantor shall be paid to Lender and
shall be first applied by Lender to the Indebtedness of Borrower to Lender.
Guarantor does hereby assign to Lender all claims which it may have or acquire
against Borrower or against any assignee or trustee in bankruptcy of Borrower;
provided however, that such assignment shall be effective only for the purpose
of assuring to Lender full payment in legal tender of the Indebtedness. If
Lender so requests, any notes or credit agreements now or hereafter evidencing
any debts or obligations of Borrower to Guarantor shall be marked with a legend
that the same are subject to this Guaranty and shall be delivered to Lender.
Guarantor agrees, and Lender hereby is authorized, in the name of Guarantor,
from time to time to execute and file financing statements and continuation
statements and to execute such other documents and to take such other actions as
Lender deems necessary or appropriate to perfect, preserve and enforce its
rights under this Guaranty.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of
this Guaranty:

         AMENDMENTS. This Guaranty, together with any Related Documents,
         constitutes the entire understanding and agreement of the parties as to
         the matters set forth in this Guaranty. No alteration of or amendment
         to this Guaranty shall be effective unless given in writing and signed
         by the party or parties sought to be charged or bound by the alteration
         or amendment. Applicable Law. This Guaranty has been delivered to
         Lender and accepted by Lender in the State of Arkansas. If there is a
         lawsuit, Guarantor agrees upon Lender's request to submit to the
         jurisdiction of the courts of Benton County, State of Arkansas. Lender
         and Guarantor hereby waive the right to any jury trial in any action,
         proceeding, or counterclaim brought by either Lender or Guarantor
         against the other. Subject to the provisions on arbitration, this
         Guaranty shall be governed by and construed in accordance with the laws
         of the State of Arkansas.

         ARBITRATION. LENDER AND GUARANTOR agree THAT ELL DISPUTES, CLAIMS AND
         CONTROVERSIES BETWEEN THEM, WHETHER INDIVIDUAL, JOINT, OR CLASS IN
         NATURE, ARISING FROM THIS GUARANTY OR OTHERWISE, INCLUDING WITHOUT
         LIMITATION CONTRACT AND TORT DISPUTES, SHALL BE ARBITRATED PURSUANT TO
         THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION, UPON REQUEST OF
         EITHER PARTY. No act to take or dispose of any Collateral shall
         constitute a waiver of this arbitration agreement or be prohibited by
         this arbitration agreement. This includes, without limitation,
         obtaining injunctive relief or a temporary restraining order; invoking
         a power of sale under any deed of trust or mortgage; obtaining a writ
         of attachment or imposition of a receiver; or exercising any rights
         relating to personal property, including taking or disposing of such
         property with or without judicial process pursuant to Article 9 of the
         Uniform Commercial Code. Any disputes, claims, or controversies
         concerning the lawfulness or reasonableness of any act, or exercise of
         any right, concerning any Collateral, including any claim to rescind,
         reform, or otherwise modify any agreement relating to the Collateral,
         shall also be arbitrated, provided however that no arbitrator shall
         have the right or the power to enjoin or restrain any act of any party.
         Judgment upon any award rendered by any arbitrator may be entered in
         any court having jurisdiction. Nothing in this Guaranty shall preclude
         any party from seeking equitable relief from a court of competent
         jurisdiction. The statute of limitations, estoppel, waiver, lathes, and
         similar doctrines which would otherwise be applicable in an action
         brought by a party shall be applicable in any arbitration proceeding,
         and the commencement of an arbitration proceeding shall be deemed the
         commencement of an action for these purposes. The Federal Arbitration
         Act shall apply to the construction, interpretation, and enforcement of
         this arbitration provision.

         ATTORNEYS' FEES; EXPENSES. Guarantor agrees to pay upon demand all of
         Lender's costs and expenses, including reasonable attorneys' fees and
         Lender's legal expenses, incurred in connection with the enforcement of
         this Guaranty. Lender may pay someone else to help enforce this
         Guaranty, and Guarantor shall pay the costs and expenses of such
         enforcement. Costs and expenses include Lender's reasonable attorneys'
         fees and legal expenses whether or not there is a lawsuit, including
         reasonable attorneys' fees and legal expenses for bankruptcy
         proceedings land including efforts to modify or vacate any automatic
         stay or injunction), appeals, and any anticipated post-judgment
         collection services. Guarantor also shall pay all court costs and such
         additional fees as may be directed by the court.

         NOTICES. All notices required to be given by either party to the other
         under this Guaranty shall be in writing, may be sent by telefacsimile
         (unless otherwise required by law), and, except for revocation notices
         by Guarantor, shall be effective when actually delivered or when
         deposited with a nationally recognized overnight courier, or when
         deposited in the United States mail, first class postage prepaid,
         addressed to the party to whom the notice is to be given at the address
         shown above or to such other addresses as either party may designate to
         the other in writing. All revocation notices by Guarantor shall be in
         writing and shall be effective only upon delivery to Lender as provided
         above in the section titled "DURATION OF GUARANTY." If there is more
         than one Guarantor, notice to any Guarantor will constitute notice to
         all Guarantors. For notice purposes, Guarantor agrees to keep Lender
         informed at all times of Guarantor's current address.

         INTERPRETATION. In all cases where there is more than one Borrower or
         Guarantor, then all words used in this Guaranty in the singular shall
         be deemed to have been used in the plural where the context and
         construction so require; and where there is more than one Borrower
         named in this Guaranty or when this Guaranty is executed by more than
         one Guarantor, the words "Borrower" and "Guarantor" respectively shall
         mean all and any one or more of them. The words "Guarantor,"
         "Borrower," and "Lender" include the heirs, successors, assigns, and
         transferees of each of them. Caption headings in this Guaranty are for
         convenience purposes only and are not to be used to interpret or define
         the provisions of this Guaranty. If a court of competent jurisdiction
         finds any provision of this Guaranty to be invalid or unenforceable as
         to any person or circumstance, such finding shall not render that
         provision invalid or unenforceable as to any other persons or
         circumstances, and all provisions of this Guaranty in all other
         respects shall remain valid and enforceable. If any one or more of
         Borrower or Guarantor are corporations or partnerships, it is not
         necessary for Lender to inquire into the powers of Borrower or
         Guarantor or of the officers, directors, partners, or agents acting or
         purporting to act on their behalf, and any Indebtedness made or created
         in reliance upon the professed exercise of such powers shall be
         guaranteed under this Guaranty.

         WAIVER. Lender shall not be deemed to have waived any rights under this
         Guaranty unless such waiver is given in writing and signed by Lender.
         No delay or omission on the part of Lender in exercising any right
         shall operate as a waiver of such right or any other right. A waiver by
         Lender of a provision of this Guaranty shall not prejudice or
         constitute a waiver of Lender's right otherwise to demand strict
         compliance with that provision or any other provision of this Guaranty.
         No prior waiver by Lender, nor any course of dealing between Lender and
         Guarantor,

<PAGE>

03-13-2001                COMMERCIAL GUARANTY                          PAGE 4
LOAN NO 0006057               (CONTINUED)
================================================================================

         shall constitute a waiver of any of Lender's rights or of any of
         Guarantor's obligations as to any future transactions. Whenever the
         consent of Lender is required under this Guaranty, the granting of such
         consent by Lender in any instance shall not constitute continuing
         consent to subsequent instances where such consent is required and in
         all cases such consent may be granted or withheld in the sole
         discretion of Lender.

EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS
GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT
THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS
GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE
MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY." NO FORMAL
ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY
IS DATED MARCH 13, 2001.

GUARANTOR:
X                      (SEAL)
 ------------------
  BONNIE L CAPWELL SSN ###-##-####

================================================================================
LASER PRO, Rag. U.S. Pat. & T.M. Off., Ver. 3.29a(C)Concentrex 2001
All rights reserved. [AR-E20 E3.29 F3.29 0006057.LN C5.OVL]