Form of Subsidiary Guarantee


     

    SUBSIDIARY
      GUARANTY

     

    New
      York,
      New YorkDecember
      29, 2006

     

    FOR
      VALUE
      RECEIVED, and in consideration of note purchases from, or credit otherwise
      extended or to be extended by Laurus Master Fund, Ltd. (“Laurus”) to or for the
      account of Implant Sciences Corporation, a Massachusetts corporation (the
“Parent”) and each of C Acquisition Corporation, a Delaware corporation (d/b/a
      Core Systems) and Accurel Systems International Corporation, a California
      Corporation (together with the Parent, the “Companies” and each, a “Company”)
      from time to time and at any time and for other good and valuable consideration
      and to induce Laurus, in its discretion, to purchase such notes or make other
      extensions of credit and to make or grant such renewals, extensions, releases
      of
      collateral or relinquishments of legal rights as Laurus may deem advisable,
      each
      of the undersigned (and each of them if more than one, the liability under
      this
      Guaranty being joint and several) (jointly and severally referred to as
“Guarantors” or “the undersigned”) unconditionally guaranties to Laurus, its
      successors, endorsees and assigns the prompt payment when due (whether by
      acceleration or otherwise) of all present and future obligations and liabilities
      of any and all kinds of each Company to Laurus and of all instruments of any
      nature evidencing or relating to any such obligations and liabilities upon
      which
      such Company or one or more parties and such Company is or may become liable
      to
      Laurus, whether incurred by such Company as maker, endorser, drawer, acceptor,
      guarantors, accommodation party or otherwise, and whether due or to become
      due,
      secured or unsecured, absolute or contingent, joint or several, and however
      or
      whenever acquired by Laurus, whether arising under, out of, or in connection
      with (i) that certain Securities Purchase Agreement dated as of the date hereof
      by and between the Parent and Laurus (the “Securities Purchase Agreement”) and
      (ii) each Related Agreement referred to in the Securities Purchase Agreement
      (the Securities Purchase Agreement and each Related Agreement, as each may
      be
      amended, modified, restated and/or supplemented from time to time, are
      collectively referred to herein as the “Documents”), or any documents,
      instruments or agreements relating to or executed in connection with the
      Documents or any documents, instruments or agreements referred to therein or
      otherwise, or any other obligations or liabilities of such Company to Laurus,
      whether now existing or hereafter arising, direct or indirect, liquidated or
      unliquidated, absolute or contingent, due or not due and whether under, pursuant
      to or evidenced by a note, agreement, guaranty, instrument or otherwise (all
      of
      which are herein collectively referred to as the “Obligations”), and
      irrespective of the genuineness, validity, regularity or enforceability of
      such
      Obligations, or of any instrument evidencing any of the Obligations or of any
      collateral therefor or of the existence or extent of such collateral, and
      irrespective of the allowability, allowance or disallowance of any or all of
      the
      Obligations in any case commenced by or against any Company under Title 11,
      United States Code, including, without limitation, obligations or indebtedness
      of any Company for post-petition interest, fees, costs and charges that would
      have accrued or been added to the Obligations but for the commencement of such
      case. Terms not otherwise defined herein shall have the meaning assigned such
      terms in the Securities Purchase Agreement, as applicable. In furtherance of
      the
      foregoing, the undersigned hereby agrees as follows:

     

    1.  No
      Impairment.
      Laurus
      may at any time and from time to time, either before or after the maturity
      thereof, without notice to or further consent of the undersigned, extend the
      time of payment of, exchange or surrender any collateral for, renew or extend
      any of the Obligations or increase or decrease the interest rate thereon, or
      any
      other agreement with any Company or with any other party to or person liable
      on
      any of the Obligations, or interested therein, for the extension, renewal,
      payment, compromise, discharge or release thereof, in whole or in part, or
      for
      any modification of the terms thereof or of any agreement between Laurus and
      any
      Company or any such other party or person, or make any election of rights Laurus
      may deem desirable under the United States Bankruptcy Code, as amended, or
      any
      other federal or state bankruptcy, reorganization, moratorium or insolvency
      law
      relating to or affecting the enforcement of creditors’ rights generally (any of
      the foregoing, an “Insolvency Law”) without in any way impairing or affecting
      this Guaranty. This Guaranty shall be effective regardless of the subsequent
      incorporation, merger or consolidation of any Company, or any change in the
      composition, nature, personnel or location of any Company and shall extend
      to
      any successor entity to each Company, including a debtor in possession or the
      like under any Insolvency Law.

     

    2.  Guaranty
      Absolute.
      Subject
      to Section 5(c) hereof, each of the undersigned jointly and severally guarantees
      that the Obligations will be paid strictly in accordance with the terms of
      the
      Documents and/or any other document, instrument or agreement creating or
      evidencing the Obligations, regardless of any law, regulation or order now
      or
      hereafter in effect in any jurisdiction affecting any of such terms or the
      rights of any Company with respect thereto. Guarantors hereby knowingly accept
      the full range of risk encompassed within a contract of “continuing guaranty”
which risk includes the possibility that a Company will contract additional
      obligations and liabilities for which Guarantors may be liable hereunder after
      such Company’s financial condition or ability to pay its lawful debts when they
      fall due has deteriorated, whether or not such Company has properly authorized
      incurring such additional obligations and liabilities. The undersigned
      acknowledge that (i) no oral representations, including any representations
      to
      extend credit or provide other financial accommodations to any Company, have
      been made by Laurus to induce the undersigned to enter into this Guaranty and
      (ii) any extension of credit to any Company shall be governed solely by the
      provisions of the Documents. The liability of each of the undersigned under
      this
      Guaranty shall be absolute and unconditional, in accordance with its terms,
      and
      shall remain in full force and effect without regard to, and shall not be
      released, suspended, discharged, terminated or otherwise affected by, any
      circumstance or occurrence whatsoever, including, without limitation: (a) any
      waiver, indulgence, renewal, extension, amendment or modification of or
      addition, consent or supplement to or deletion from or any other action or
      inaction under or in respect of the Documents or any other instruments or
      agreements relating to the Obligations or any assignment or transfer of any
      thereof, (b) any lack of validity or enforceability of any Document or other
      documents, instruments or agreements relating to the Obligations or any
      assignment or transfer of any thereof, (c) any furnishing of any additional
      security to Laurus or its assignees or any acceptance thereof or any release
      of
      any security by Laurus or its assignees, (d) any limitation on any party’s
      liability or obligation under the Documents or any other documents, instruments
      or agreements relating to the Obligations or any assignment or transfer of
      any
      thereof or any invalidity or unenforceability, in whole or in part, of any
      such
      document, instrument or agreement or any term thereof, (e) any bankruptcy,
      insolvency, reorganization, composition, adjustment, dissolution, liquidation
      or
      other like proceeding relating to any Company, or any action taken with respect
      to this Guaranty by any trustee or receiver, or by any court, in any such
      proceeding, whether or not the undersigned shall have notice or knowledge of
      any
      of the foregoing, (f) any exchange, release or nonperfection of any collateral,
      or any release, or amendment or waiver of or consent to departure from any
      guaranty or security, for all or any of the Obligations or (g) any other
      circumstance which might otherwise constitute a defense available to, or a
      discharge of, the undersigned. Any amounts due from the undersigned to Laurus
      shall bear interest until such amounts are paid in full at the highest rate
      then
      applicable to the Obligations. Obligations include post-petition interest
      whether or not allowed or allowable.

     

    3.  Waivers.

     

    (a)  This
      Guaranty is a guaranty of payment and not of collection. Laurus shall be under
      no obligation to institute suit, exercise rights or remedies or take any other
      action against any Company or any other person or entity liable with respect
      to
      any of the Obligations or resort to any collateral security held by it to secure
      any of the Obligations as a condition precedent to the undersigned being
      obligated to perform as agreed herein and each of the Guarantors hereby waives
      any and all rights which it may have by statute or otherwise which would require
      Laurus to do any of the foregoing. Each of the Guarantors further consents
      and
      agrees that Laurus shall be under no obligation to marshal any assets in favor
      of Guarantors, or against or in payment of any or all of the Obligations. Each
      of the undersigned hereby waives all suretyship defenses and any rights to
      interpose any defense, counterclaim or offset of any nature and description
      which the undersigned may have or which may exist between and among Laurus,
      any
      Company and/or the undersigned with respect to the undersigned’s obligations
      under this Guaranty, or which any Company may assert on the underlying debt,
      including but not limited to failure of consideration, breach of warranty,
      fraud, payment (other than cash payment in full of the Obligations), statute
      of
      frauds, bankruptcy, infancy, statute of limitations, accord and satisfaction,
      and usury. 

     

    (b)  Each
      of
      the undersigned further waives (i) notice of the acceptance of this Guaranty,
      of
      the extensions of credit, and of all notices and demands of any kind to which
      the undersigned may be entitled, including, without limitation, notice of
      adverse change in any Company’s financial condition or of any other fact which
      might materially increase the risk of the undersigned and (ii) presentment
      to or
      demand of payment from anyone whomsoever liable upon any of the Obligations,
      protest, notices of presentment, non-payment or protest and notice of any sale
      of collateral security or any default of any sort.

     

    (c)  Notwithstanding
      any payment or payments made by the undersigned hereunder, or any setoff or
      application of funds of the undersigned by Laurus, the undersigned shall not
      be
      entitled to be subrogated to any of the rights of Laurus against any Company
      or
      against any collateral or guarantee or right of offset held by Laurus for the
      payment of the Obligations, nor shall the undersigned seek or be entitled to
      seek any contribution or reimbursement from any Company in respect of payments
      made by the undersigned hereunder, until all amounts owing to Laurus by each
      Company on account of the Obligations are indefeasibly paid in full and Laurus’
obligation to extend credit pursuant to the Documents has been irrevocably
      terminated. If, notwithstanding the foregoing, any amount shall be paid to
      the
      undersigned on account of such subrogation rights at any time when all of the
      Obligations shall not have been paid in full and Laurus’ obligation to extend
      credit pursuant to the Documents shall not have been terminated, such amount
      shall be held by the undersigned in trust for Laurus, segregated from other
      funds of the undersigned, and shall forthwith upon, and in any event within
      two
      (2) business days of, receipt by the undersigned, be turned over to Laurus
      in
      the exact form received by the undersigned (duly endorsed by the undersigned
      to
      Laurus, if required), to be applied against the Obligations, whether matured
      or
      unmatured, in such order as Laurus may determine, subject to the provisions
      of
      the Documents. Any and all present and future obligations and liabilities of
      each Company to any of the undersigned are hereby waived and postponed in favor
      of, and subordinated to the full payment and performance of, all Obligations
      of
      each Company to Laurus.

     

    4.  Security.
      All
      sums at any time to the credit of the undersigned and any property of the
      undersigned in Laurus’ possession or in the possession of any bank, financial
      institution or other entity that directly or indirectly, through one or more
      intermediaries, controls or is controlled by, or is under common control with,
      Laurus (each such entity, an “Affiliate”) shall be deemed held by Laurus or such
      Affiliate, as the case may be, as security for any and all of the undersigned’s
      obligations and liabilities to Laurus and to any Affiliate of Laurus, no matter
      how or when arising and whether under this or any other instrument, agreement
      or
      otherwise. 

     

    5.  Representations
      and Warranties.
      Each of
      the undersigned hereby jointly and severally represents and warrants (all of
      which representations and warranties shall survive until all Obligations are
      indefeasibly satisfied in full and the Documents have been irrevocably
      terminated), that:

     

    (a)  Corporate
      Status.
      It is a
      corporation, partnership or limited liability company, as the case may be,
      duly
      formed, validly existing and in good standing under the laws of its jurisdiction
      of formation indicated on the signature page hereof and has full power,
      authority and legal right to own its property and assets and to transact the
      business in which it is engaged.

     

    (b)  Authority
      and Execution.
      It has
      full power, authority and legal right to execute and deliver, and to perform
      its
      obligations under, this Guaranty and has taken all necessary corporate,
      partnership or limited liability company, as the case may be, action to
      authorize the execution, delivery and performance of this Guaranty.

     

    (c)  Legal,
      Valid and Binding Character.
      This
      Guaranty constitutes its legal, valid and binding obligation enforceable in
      accordance with its terms, except as enforceability may be limited by applicable
      bankruptcy, insolvency, reorganization, moratorium or other laws of general
      application affecting the enforcement of creditor’s rights and general
      principles of equity that restrict the availability of equitable or legal
      remedies. 

     

    (d)  Violations.
      The
      execution, delivery and performance of this Guaranty will not violate any
      requirement of law applicable to it or any contract, agreement or instrument
      to
      which it is a party or by which it or any of its property is bound or result
      in
      the creation or imposition of any mortgage, lien or other encumbrance other
      than
      in favor of Laurus on any of its property or assets pursuant to the provisions
      of any of the foregoing, which, in any of the foregoing cases, could reasonably
      be expected to have, either individually or in the aggregate, a Material Adverse
      Effect.

     

    (e)  Consents
      or Approvals.
      No
      consent of any other person or entity (including, without limitation, any
      creditor of the undersigned) and no consent, license, permit, approval or
      authorization of, exemption by, notice or report to, or registration, filing
      or
      declaration with, any governmental authority is required in connection with
      the
      execution, delivery, performance, validity or enforceability of this Guaranty
      by
      it, except to the extent that the failure to obtain any of the foregoing could
      not reasonably be expected to have, either individually or in the aggregate,
      a
      Material Adverse Effect.

     

    (f)  Litigation.
      No
      litigation, arbitration, investigation or administrative proceeding of or before
      any court, arbitrator or governmental authority, bureau or agency is currently
      pending or, to the best of its knowledge, threatened (i) with respect to this
      Guaranty or any of the transactions contemplated by this Guaranty or (ii)
      against or affecting it, or any of its property or assets, which, in each of
      the
      foregoing cases, if adversely determined, could reasonably be expected to have
      a
      Material Adverse Effect.

     

    (g)  Financial
      Benefit.
      It has
      derived or expects to derive a financial or other advantage from each and every
      loan, advance or extension of credit made under the Documents or other
      Obligation incurred by the Companies to Laurus.

     

    (h)  Solvency.
      As of
      the date of this Guaranty, (a) the fair saleable value of its assets exceeds
      its
      liabilities and (b) it is meeting its current liabilities as they
      mature.

     

    6.  Acceleration.

     

    (a)  If
      any
      breach of any covenant or condition or other event of default shall occur and
      be
      continuing under any agreement made by any Company or any of the undersigned
      to
      Laurus, or either any Company or any of the undersigned should at any time
      become insolvent, or make a general assignment, or if a proceeding in or under
      any Insolvency Law shall be filed or commenced by, or in respect of, any of
      the
      undersigned, or if a notice of any lien, levy, or assessment is filed of record
      with respect to any assets of any of the undersigned by the United States of
      America or any department, agency, or instrumentality thereof, or if any taxes
      or debts owing at any time or times hereafter to any one of them becomes a
      lien
      or encumbrance upon any assets of the undersigned in Laurus’ possession, or
      otherwise, any and all Obligations shall for purposes hereof, at Laurus’ option,
      be deemed due and payable without notice notwithstanding that any such
      Obligation is not then due and payable by the Companies.

     

    (b)  Each
      of
      the undersigned will promptly notify Laurus of any default by such undersigned
      in its respective performance or observance of any term or condition of any
      agreement to which the undersigned is a party if the effect of such default
      is
      to cause, or permit the holder of any obligation under such agreement to cause,
      such obligation to become due prior to its stated maturity and, if such an
      event
      occurs, Laurus shall have the right to accelerate such undersigned’s obligations
      hereunder.

     

    7.  Payments
      from Guarantors.
      Laurus,
      in its sole and absolute discretion, with or without notice to the undersigned,
      may apply on account of the Obligations any payment from the undersigned or
      any
      other guarantors, or amounts realized from any security for the Obligations,
      or
      may deposit any and all such amounts realized in a non-interest bearing cash
      collateral deposit account to be maintained as security for the
      Obligations.

     

    8.  Costs.
      The
      undersigned shall pay on demand, all costs, fees and expenses (including
      expenses for legal services of every kind) relating or incidental to the
      enforcement or protection of the rights of Laurus hereunder or under any of
      the
      Obligations.

     

    9.  No
      Termination.
      This is
      a continuing irrevocable guaranty and shall remain in full force and effect
      and
      be binding upon the undersigned, and each of the undersigned’s successors and
      assigns, until all of the Obligations have been indefeasibly paid in full and
      Laurus’ obligation to extend credit pursuant to the Documents has been
      irrevocably terminated. If any of the present or future Obligations are
      guarantied by persons, partnerships, corporations or other entities in addition
      to the undersigned, the death, release or discharge in whole or in part or
      the
      bankruptcy, merger, consolidation, incorporation, liquidation or dissolution
      of
      one or more of them shall not discharge or affect the liabilities of any
      undersigned under this Guaranty.

     

    10.  Recapture.
      Anything in this Guaranty to the contrary notwithstanding, if Laurus receives
      any payment or payments on account of the liabilities guaranteed hereby, which
      payment or payments or any part thereof are subsequently invalidated, declared
      to be fraudulent or preferential, set aside and/or required to be repaid to
      a
      trustee, receiver, or any other party under any Insolvency Law, common law
      or
      equitable doctrine, then to the extent of any sum not finally retained by
      Laurus, the undersigned’s obligations to Laurus shall be reinstated and this
      Guaranty shall remain in full force and effect (or be reinstated) until payment
      shall have been made to Laurus, which payment shall be due on
      demand.

     

    11.  Books
      and Records.
      The
      books and records of Laurus showing the account between Laurus and each Company
      shall be admissible in evidence in any action or proceeding, shall be binding
      upon the undersigned for the purpose of establishing the items therein set
      forth
      and shall constitute prima facie proof thereof.

     

    12.  No
      Waiver.
      No
      failure on the part of Laurus to exercise, and no delay in exercising, any
      right, remedy or power hereunder shall operate as a waiver thereof, nor shall
      any single or partial exercise by Laurus of any right, remedy or power hereunder
      preclude any other or future exercise of any other legal right, remedy or power.
      Each and every right, remedy and power hereby granted to Laurus or allowed
      it by
      law or other agreement shall be cumulative and not exclusive of any other,
      and
      may be exercised by Laurus at any time and from time to time.

     

    13.  Waiver
      of Jury Trial.
      EACH OF
      THE UNDERSIGNED DESIRES THAT ITS DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH
      APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS
      OF
      THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH OF THE UNDERSIGNED HERETO WAIVES
      ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO
      RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN
      LAURUS, AND/OR ANY OF THE UNDERSIGNED ARISING OUT OF, CONNECTED WITH, RELATED
      OR
      INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH
      THIS
      GUARANTY, ANY DOCUMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO.


     

    14.  Governing
      Law; Jurisdiction.
      THIS
      GUARANTY CANNOT BE CHANGED OR TERMINATED ORALLY, AND SHALL BE GOVERNED BY AND
      CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
      APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO
      PRINCIPLES OF CONFLICTS OF LAWS. EACH OF THE UNDERSIGNED HEREBY CONSENTS AND
      AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK,
      STATE
      OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS
      OR DISPUTES BETWEEN ANY OF THE UNDERSIGNED, ON THE ONE HAND, AND LAURUS, ON
      THE
      OTHER HAND, PERTAINING TO THIS GUARANTY OR ANY OF THE DOCUMENTS OR TO ANY MATTER
      ARISING OUT OF OR RELATED TO THIS GUARANTY OR ANY OF THE DOCUMENTS; PROVIDED,
      THAT
      EACH OF THE UNDERSIGNED ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY
      HAVE
      TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE COUNTY OF NEW YORK, STATE OF
      NEW
      YORK; AND FURTHER PROVIDED,
      THAT
      NOTHING IN THIS GUARANTY SHALL BE DEEMED OR OPERATE TO PRECLUDE LAURUS FROM
      BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT
      THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE
      OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF LAURUS.
      EACH OF THE UNDERSIGNED EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH
      JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH
      UNDERSIGNED HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF
      PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM
      NON CONVENIENS.
      EACH OF
      THE UNDERSIGNED HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND
      OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF
      SUCH
      SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED
      MAIL
      ADDRESSED TO SUCH UNDERSIGNED IN ACCORDANCE WITH SECTION 18 AND THAT SERVICE
      SO
      MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH UNDERSIGNED’S ACTUAL
      RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER
      POSTAGE PREPAID.

     

    15.  Understanding
      With Respect to Waivers and Consents.
      Each
      Guarantor warrants and agrees that each of the waivers and consents set forth
      in
      this Guaranty is made voluntarily and unconditionally after consultation with
      outside legal counsel and with full knowledge of its significance and
      consequences, with the understanding that events giving rise to any defense
      or
      right waived may diminish, destroy or otherwise adversely affect rights which
      such Guarantor otherwise may have against any Company, Laurus or any other
      person or entity or against any collateral. If, notwithstanding the intent
      of
      the parties that the terms of this Guaranty shall control in any and all
      circumstances, any such waivers or consents are determined to be unenforceable
      under applicable law, such waivers and consents shall be effective to the
      maximum extent permitted by law.

     

    16.  Severability.
      To the
      extent permitted by applicable law, any provision of this Guaranty which is
      prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
      be ineffective to the extent of such prohibition or unenforceability without
      invalidating the remaining provisions hereof, and any such prohibition or
      unenforceability in any jurisdiction shall not invalidate or render
      unenforceable such provision in any other jurisdiction.

     

    17.  Amendments,
      Waivers.
      No
      amendment or waiver of any provision of this Guaranty nor consent to any
      departure by the undersigned therefrom shall in any event be effective unless
      the same shall be in writing executed by each of the undersigned directly
      affected by such amendment and/or waiver and Laurus.

     

    18.  Notice.
      All
      notices, requests and demands to or upon the undersigned, shall be in writing
      and shall be deemed to have been duly given or made (a) when delivered, if
      by
      hand, (b) three (3) days after being sent, postage prepaid, if by
      registered or certified mail, (c) when confirmed electronically, if by
      facsimile, or (d) when delivered, if by a recognized overnight delivery service
      in each event, to the numbers and/or address set forth beneath the signature
      of
      the undersigned.

     

    19.  Successors.
      Laurus
      may, from time to time, without notice to the undersigned, sell, assign,
      transfer or otherwise dispose of all or any part of the Obligations and/or
      rights under this Guaranty. Without limiting the generality of the foregoing,
      Laurus may assign, or grant participations to, one or more banks, financial
      institutions or other entities all or any part of any of the Obligations. In
      each such event, Laurus, its Affiliates and each and every immediate and
      successive purchaser, assignee, transferee or holder of all or any part of
      the
      Obligations shall have the right to enforce this Guaranty, by legal action
      or
      otherwise, for its own benefit as fully as if such purchaser, assignee,
      transferee or holder were herein by name specifically given such right. Laurus
      shall have an unimpaired right to enforce this Guaranty for its benefit with
      respect to that portion of the Obligations which Laurus has not disposed of,
      sold, assigned, or otherwise transferred.

     

    20.  Joinder.
      It is
      understood and agreed that any person or entity that desires to become a
      Guarantor hereunder, or is required to execute a counterpart of this Guaranty
      after the date hereof pursuant to the requirements of any Document, shall become
      a Guarantor hereunder by (x) executing a joinder agreement in form and substance
      satisfactory to Laurus, (y) delivering supplements to such exhibits and
      annexes to such Documents as Laurus shall reasonably request and/or as may
      be
      required by such joinder agreement and (z) taking all actions as specified
      in
      this Guaranty as would have been taken by such such Guarantor had it been an
      original party to this Guaranty, in each case with all documents required above
      to be delivered to Laurus and with all documents and actions required above
      to
      be taken to the reasonable satisfaction of Laurus.

     

    21.  Release.
      Nothing
      except indefeasible payment in full of the Obligations shall release any of
      the
      undersigned from liability under this Guaranty.

     

    22.  Remedies
      Not Exclusive.
      The
      remedies conferred upon Laurus in this Guaranty are intended to be in addition
      to, and not in limitation of any other remedy or remedies available to Laurus
      under applicable law or otherwise.

     

    23.  Limitation
      of Obligations under this Guaranty.
      Each
      Guarantor and Laurus (by its acceptance of the benefits of this Guaranty) hereby
      confirms that it is its intention that this Guaranty not constitute a fraudulent
      transfer or conveyance for purposes of the Bankruptcy Code, the Uniform
      Fraudulent Conveyance Act of any similar Federal or state law. To effectuate
      the
      foregoing intention, each Guarantor and Laurus (by its acceptance of the
      benefits of this Guaranty) hereby irrevocably agrees that the Obligations
      guaranteed by such Guarantor shall be limited to such amount as will, after
      giving effect to such maximum amount and all other (contingent or otherwise)
      liabilities of such Guarantor that are relevant under such laws and after giving
      effect to any rights to contribution pursuant to any agreement providing for
      an
      equitable contribution among such Guarantor and the other Guarantors (including
      this Guaranty), result in the Obligations of such Guarantor under this Guaranty
      in respect of such maximum amount not constituting a fraudulent transfer or
      conveyance. 

     

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    SIGNATURE
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    IN
      WITNESS WHEREOF, this Guaranty has been executed by the undersigned as of the
      date and year here above written.

     

    C
      ACQUISITION CORPORATION 

     

    By: /s/
      Diane J. Ryan 

     

    Name:
      Diane J. Ryan  

     

    Title:
      Treasurer  

     

     

    Address:

     

    


     

    Telephone:

     

    Facsimile:

     

    State
      of
      Formation:

     

    


     

    ACCUREL
      SYSTEMS INTERNATIONAL CORPORATION 

     

    By:
      /s/
      Diane J. Ryan    

     

    Name:
      Diane J. Ryan  

     

    Title:
      Treasurer  

     

     

    Address:

     

    


     

    Telephone:

     

    Facsimile:

     

    State
      of
      Formation: