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                               GUARANTY AGREEMENT
                               ------------------

     THIS  GUARANTY  AGREEMENT  ("Guaranty") is made as of the 28th day of July,
                                  --------
2005,  by  Guarantor  (as  hereinafter  defined)  for  the benefit of Lender (as
hereinafter  defined).

     1.   Definitions.  As used in this Guaranty, the following terms shall have
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the  meanings  indicated  below:

     (a)  The  term  "Lender"  shall  mean  THE  FROST NATIONAL BANK, a national
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banking  association,  whose  address  for  notice  purposes  is  the following:

                     P.O. Box 1600, San Antonio, Texas 78296
                               Attn:   Phil Dudley

     (b)  The  term  "Borrower"  (whether one or more) shall mean the following:
                      --------

               Charys Holding Company, Inc., a Delaware corporation

     (c)  The  term  "Guarantor"  shall mean Michael J. Novak, whose address for
                      ---------
notice  purposes  is  the  following:

               c/o Contemporary Constructors, Inc.
               19240 Red Land Road
               San Antonio, Bexar County, Texas 78257

     (d)  The  term  "Guaranteed  Indebtedness"  shall  mean  (i)  all principal
                      ------------------------
indebtedness owing by Borrower to Lender now existing or hereafter arising under
or  evidenced  by  that  one certain Promissory Note dated July 28, 2005, in the
original  principal  amount  of $300,000.00, executed by Borrower and payable to
the  order  of  Lender  and,  (ii) all accrued but unpaid interest on any of the
indebtedness described in (i) above, (iii) all obligations of Borrower to Lender
under  any documents evidencing, securing, governing and/or pertaining to all or
any  part of the indebtedness described in (i) and (ii) above (collectively, the
"Loan  Documents"), (iv) all costs and expenses incurred by Lender in connection
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with  the  collection  and administration of all or any part of the indebtedness
and  obligations  described  in  (i),  (ii) and (iii) above or the protection or
preservation of, or realization upon, the collateral securing all or any part of
such  indebtedness  and obligations, including without limitation all reasonable
attorneys'  fees,  and  (v)  all  renewals,  extensions,  modifications  and
rearrangements of the indebtedness and obligations described in (i), (ii), (iii)
and  (iv)  above.

     2.   Obligations.  As  an  inducement  to  Lender  to extend or continue to
          -----------
extend  credit  and  other  financial accommodations to Borrower, Guarantor, for
value  received, does hereby unconditionally and absolutely guarantee the prompt
and  full  payment  and  performance  of the Guaranteed Indebtedness when due or
declared  to  be  due  and  at  all  times  thereafter.


<PAGE>
     3.   Character  of  Obligations.
          --------------------------

     (a)  This  is an absolute, continuing and unconditional guaranty of payment
and  not  of  collection  and  if  at  any time or from time to time there is no
outstanding  Guaranteed  Indebtedness, the obligations of Guarantor with respect
to  any  and  all  Guaranteed  Indebtedness  incurred  thereafter  shall  not be
affected.  This  Guaranty  and  the  Guarantor's  obligations  hereunder  are
irrevocable  and,  in  the  event  of  Guarantor's  death, shall be binding upon
Guarantor's  estate.  All  of  the Guaranteed Indebtedness shall be conclusively
presumed to have been made or acquired in acceptance hereof.  Guarantor shall be
liable,  jointly  and severally, with Borrower and any other guarantor of all or
any  part  of  the  Guaranteed  Indebtedness.

     (b)  Lender  may,  at  its sole discretion and without impairing its rights
hereunder,  (i)  apply  any  payments on the Guaranteed Indebtedness that Lender
receives  from Borrower or any other source other than Guarantor to that portion
of the Guaranteed Indebtedness, if any, not guaranteed hereunder, and (ii) apply
any  proceeds it receives as a result of the foreclosure or other realization on
any  collateral  for the Guaranteed Indebtedness to that portion, if any, of the
Guaranteed  Indebtedness  not  guaranteed hereunder or to any other indebtedness
secured  by  such  collateral.

     (c)  Guarantor agrees that its obligations hereunder shall not be released,
diminished, impaired, reduced or affected by the existence of any other guaranty
or  the  payment  by  any  other  guarantor of all or any part of the Guaranteed
Indebtedness  and,  in  the event Paragraph 2 above partially limits Guarantor's
                                  -----------
obligations  under  this  Guaranty,  Guarantor's  obligations  hereunder  shall
continue  until  Lender  has  received  payment  in  full  of  the  Guaranteed
Indebtedness.

     (d)  Guarantor's  obligations  hereunder shall not be released, diminished,
impaired,  reduced  or  affected by, nor shall any provision contained herein be
deemed  to be a limitation upon, the amount of credit which Lender may extend to
Borrower,  the  number  of transactions between Lender and Borrower, payments by
Borrower  to  Lender  or  Lender's  allocation  of  payments  by  Borrower.

     (e)  Without  further authorization from or notice to Guarantor, Lender may
compromise, accelerate, or otherwise alter the time or manner for the payment of
the Guaranteed Indebtedness, increase or reduce the rate of interest thereon, or
release or add any one or more guarantors or endorsers, or allow substitution of
or  withdrawal  of collateral or other security and release collateral and other
security  or  subordinate  the  same.

     4.   Representations  and  Warranties.  Guarantor  hereby  represents  and
          --------------------------------
warrants  the  following  to  Lender:

     (a)  This  Guaranty  may  reasonably  be  expected  to benefit, directly or
indirectly,  Guarantor,  and  (i)  if  Guarantor  is a corporation, the Board of
Directors  of  Guarantor  has  determined  that  this Guaranty may reasonably be
expected  to benefit, directly or indirectly, Guarantor, or (ii) if Guarantor is
a  partnership,  the  requisite  number  of  its  partners  have


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<PAGE>
determined that this Guaranty may reasonably be expected to benefit, directly or
indirectly,  Guarantor;  and

     (b)  Guarantor  is  familiar with, and has independently reviewed the books
and  records regarding, the financial condition of Borrower and is familiar with
the  value  of any and all collateral intended to be security for the payment of
all  or any part of the Guaranteed Indebtedness; provided, however, Guarantor is
not  relying on such financial condition or collateral as an inducement to enter
into  this  Guaranty;  and

     (c)  Guarantor  has  adequate means to obtain from Borrower on a continuing
basis  information  concerning the financial condition of Borrower and Guarantor
is  not relying on Lender to provide such information to Guarantor either now or
in  the  future;  and

     (d)  Guarantor  has the power and authority to execute, deliver and perform
this  Guaranty  and any other agreements executed by Guarantor contemporaneously
herewith,  and  the execution, delivery and performance of this Guaranty and any
other  agreements  executed  by  Guarantor contemporaneously herewith do not and
will  not violate (i) any agreement or instrument to which Guarantor is a party,
(ii)  any  law, rule, regulation or order of any governmental authority to which
Guarantor  is  subject, or (iii) its articles or certificate of incorporation or
bylaws,  if  Guarantor  is  a  corporation,  or  its  partnership  agreement, if
Guarantor  is  a  partnership;  and

     (e)  Neither  Lender  nor  any  other  party  has  made any representation,
warranty  or statement to Guarantor in order to induce Guarantor to execute this
Guaranty;  and

     (f)  The  financial  statements  and  other financial information regarding
Guarantor heretofore and hereafter delivered to Lender are and shall be true and
correct  in  all  material respects and fairly present the financial position of
Guarantor  as  of the dates thereof, and no material adverse change has occurred
in  the  financial  condition of Guarantor reflected in the financial statements
and  other  financial  information  regarding  Guarantor heretofore delivered to
Lender  since  the  date  of  the  last  statement  thereof;  and

     (g)  As  of  the  date hereof, and after giving effect to this Guaranty and
the obligations evidenced hereby, (i) Guarantor is and will be solvent, (ii) the
fair  saleable  value  of Guarantor's assets exceeds and will continue to exceed
its  liabilities  (both  fixed  and  contingent),  (iii)  Guarantor  is and will
continue  to  be  able to pay its debts as they mature, and (iv) if Guarantor is
not an individual, Guarantor has and will continue to have sufficient capital to
carry  on  its  business  and  all  businesses  in  which it is about to engage.

     5.   Covenants.  Guarantor  hereby  covenants  and  agrees  with  Lender as
          ---------
follows:

     (a)  Guarantor  shall  not,  so long as its obligations under this Guaranty
continue,  transfer  or  pledge any material portion of its assets for less than
full  and  adequate  consideration;  and


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<PAGE>
     (b)  Guarantor  shall  promptly furnish to Lender at any time and from time
to  time  such financial statements and other financial information of Guarantor
as  the  Lender  may  require, in form and substance satisfactory to Lender; and

     (c)  Guarantor  shall  comply  with  all  terms  and provisions of the Loan
Documents  that  apply  to  Guarantor;  and

     (d)  Guarantor  shall  promptly  inform  Lender  of  (i)  any litigation or
governmental  investigation  against Guarantor or affecting any security for all
or any part of the Guaranteed Indebtedness or this Guaranty which, if determined
adversely,  might have a material adverse effect upon the financial condition of
Guarantor  or  upon such security or might cause a default under any of the Loan
Documents,  (ii) any claim or controversy which might become the subject of such
litigation  or governmental investigation, and (iii) any material adverse change
in  the  financial  condition  of  Guarantor.

     6.   Consent  and  Waiver.
          --------------------

     (a)  Guarantor waives (i) promptness, diligence and notice of acceptance of
this  Guaranty  and  notice  of the incurring of any obligation, indebtedness or
liability to which this Guaranty applies or may apply and waives presentment for
payment,  notice  of  nonpayment,  protest, demand, notice of protest, notice of
intent  to  accelerate, notice of acceleration, notice of dishonor, diligence in
enforcement  and  indulgences  of  every  kind, and (ii) the taking of any other
action  by  Lender, including without limitation giving any notice of default or
any  other  notice to, or making any demand on, Borrower, any other guarantor of
all  or  any  part  of  the  Guaranteed  Indebtedness  or  any  other  party.

     (b)  Guarantor  waives  any rights Guarantor has under, or any requirements
imposed  by, Chapter 34 of the Texas Business and Commerce Code, as in effect on
the  date  of  this  Guaranty  or  as  it  may  be  amended  from  time to time.

     (c)  Lender may at any time, without the consent of or notice to Guarantor,
without  incurring responsibility to Guarantor and without impairing, releasing,
reducing  or  affecting  the obligations of Guarantor hereunder:  (i) change the
manner,  place  or  terms  of  payment  of  all  or  any  part of the Guaranteed
Indebtedness,  or  renew,  extend, modify, rearrange or alter all or any part of
the  Guaranteed  Indebtedness;  (ii) change the interest rate accruing on any of
the  Guaranteed Indebtedness (including, without limitation, any periodic change
in  such  interest rate that occurs because such Guaranteed Indebtedness accrues
interest  at a variable rate which may fluctuate from time to time); (iii) sell,
exchange,  release,  surrender, subordinate, realize upon or otherwise deal with
in  any  manner  and  in  any  order  any  collateral for all or any part of the
Guaranteed  Indebtedness  or  this Guaranty or setoff against all or any part of
the  Guaranteed  Indebtedness; (iv) neglect, delay, omit, fail or refuse to take
or  prosecute  any  action  for  the


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<PAGE>
collection of all or any part of the Guaranteed Indebtedness or this Guaranty or
to  take  or  prosecute any action in connection with any of the Loan Documents;
(v)  exercise  or refrain from exercising any rights against Borrower or others,
or  otherwise  act  or refrain from acting; (vi) settle or compromise all or any
part  of  the  Guaranteed Indebtedness and subordinate the payment of all or any
part  of  the  Guaranteed  Indebtedness  to  the  payment  of  any  obligations,
indebtedness  or liabilities which may be due or become due to Lender or others;
(vii)  apply  any deposit balance, fund, payment, collections through process of
law  or  otherwise  or  other  collateral  of  Borrower  to the satisfaction and
liquidation  of  the  indebtedness  or  obligations  of  Borrower  to Lender not
guaranteed  under  this  Guaranty;  and  (viii) apply any sums paid to Lender by
Guarantor,  Borrower  or others to the Guaranteed Indebtedness in such order and
manner  as  Lender,  in  its  sole  discretion,  may  determine.

     (d)  Should  Lender  seek to enforce the obligations of Guarantor hereunder
by  action  in  any  court  or  otherwise,  Guarantor  waives  any  requirement,
substantive  or procedural, that (i) Lender first enforce any rights or remedies
against  Borrower  or any other person or entity liable to Lender for all or any
part  of  the  Guaranteed  Indebtedness,  including  without  limitation  that a
judgment  first  be  rendered against Borrower or any other person or entity, or
that  Borrower  or any other person or entity should be joined in such cause, or
(ii)  Lender  first  enforce rights against any collateral which shall ever have
been  given  to  secure  all  or any part of the Guaranteed Indebtedness or this
Guaranty.  Such  waiver  shall  be  without  prejudice to Lender's right, at its
option,  to  proceed  against Borrower or any other person or entity, whether by
separate  action  or  by  joinder.

     (e)  In  addition  to  any  other  waivers,  agreements  and  covenants  of
Guarantor  set  forth  herein,  Guarantor hereby further waives and releases all
claims,  causes  of  action,  defenses  and  offsets  for any act or omission of
Lender,  its  directors,  officers,  employees,  representatives  or  agents  in
connection  with  Lender's administration of the Guaranteed Indebtedness, except
for  Lender's  willful  misconduct  and  gross  negligence.

     (f)  Guarantor  grants  to  Lender  a contractual security interest in, and
hereby  assigns,  conveys,  delivers,  pledges  and  transfers  to  Lender  all
Guarantor's right, title and interest in and to Guarantor's accounts with Lender
(whether  checking, savings or some other account), including without limitation
all  accounts held jointly with someone else and all accounts Guarantor may open
in  the  future,  excluding  however  all  IRA and Keogh accounts, and all trust
accounts  for which the grant of a security interest would be prohibited by law.
Guarantor  authorizes  Lender,  to  the  extent  permitted by applicable law, to
charge  or  setoff all sums owing on the Guaranteed Indebtedness against any and
all  such  accounts.

     7.   Obligations  Not  Impaired.
          --------------------------

     (a)  Guarantor agrees that its obligations hereunder shall not be released,
diminished,  impaired,  reduced or affected by the occurrence of any one or more
of  the  following events:  (i) the death, disability or lack of corporate power
of  Borrower, Guarantor (except as provided in Paragraph 10 herein) or any other
                                               ------------
guarantor  of  all  or  any  part  of  the  Guaranteed  Indebtedness,  (ii)


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<PAGE>
any  receivership,  insolvency,  bankruptcy  or  other  proceedings  affecting
Borrower,  Guarantor or any other guarantor of all or any part of the Guaranteed
Indebtedness,  or  any  of their respective property; (iii) the partial or total
release  or  discharge  of Borrower or any other guarantor of all or any part of
the  Guaranteed Indebtedness, or any other person or entity from the performance
of any obligation contained in any instrument or agreement evidencing, governing
or securing all or any part of the Guaranteed Indebtedness, whether occurring by
reason  of  law or otherwise; (iv) the taking or accepting of any collateral for
all  or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking
or  accepting  of  any  other  guaranty  for  all  or any part of the Guaranteed
Indebtedness;  (vi)  any  failure  by Lender to acquire, perfect or continue any
lien  or  security  interest  on  collateral  securing  all  or  any part of the
Guaranteed Indebtedness or this Guaranty; (vii) the impairment of any collateral
securing all or any part of the Guaranteed Indebtedness or this Guaranty; (viii)
any  failure  by  Lender  to sell any collateral securing all or any part of the
Guaranteed  Indebtedness or this Guaranty in a commercially reasonable manner or
as  otherwise  required  by  law;  (ix) any invalidity or unenforceability of or
defect or deficiency in any of the Loan Documents; or (x) any other circumstance
which  might  otherwise  constitute  a  defense  available  to, or discharge of,
Borrower  or  any  other  guarantor  of  all  or  any  part  of  the  Guaranteed
Indebtedness.

     (b)  This  Guaranty shall continue to be effective or be reinstated, as the
case  may  be,  if  at any time any payment of all or any part of the Guaranteed
Indebtedness  is  rescinded  or  must  otherwise  be returned by Lender upon the
insolvency,  bankruptcy  or  reorganization  of  Borrower,  Guarantor, any other
guarantor  of  all or any part of the Guaranteed Indebtedness, or otherwise, all
as  though  such  payment  had  not  been  made.

     (c)  In  the  event  Borrower  is a corporation, joint stock association or
partnership,  or  is  hereafter incorporated, none of the following shall affect
Guarantor's  liability hereunder: (i) the unenforceability of all or any part of
the  Guaranteed  Indebtedness  against  Borrower  by reason of the fact that the
Guaranteed  Indebtedness  exceeds  the  amount permitted by law; (ii) the act of
creating all or any part of the Guaranteed Indebtedness is ultra vires; or (iii)
the officers or partners creating all or any part of the Guaranteed Indebtedness
acted  in  excess  of  their  authority.  Guarantor  hereby  acknowledges  that
withdrawal  from,  or  termination of, any ownership interest in Borrower now or
hereafter owned or held by Guarantor shall not alter, affect or in any way limit
the  obligations  of  Guarantor  hereunder.

     8.   Actions  Against  Guarantor.  In the event of a default in the payment
          ---------------------------
or  performance  of  all  or  any  part of the Guaranteed Indebtedness when such
Guaranteed  Indebtedness  becomes due, whether  by its terms, by acceleration or
otherwise,  Guarantor  shall,  without notice or demand, promptly pay the amount
due thereon to Lender, in lawful money of the United States, at Lender's address
set  forth  in  Subparagraph  1(a)  above.  One or more successive or concurrent
                ------------------
actions  may  be  brought  against Guarantor, either in the same action in which
Borrower  is  sued  or  in separate actions, as often as Lender deems advisable.
The  exercise  by Lender of any right or remedy under this Guaranty or under any
other  agreement  or  instrument,  at  law,  in  equity  or otherwise, shall not
preclude  concurrent  or  subsequent exercise of any other right or remedy.  The
books  and  records  of  Lender shall be admissible as evidence in any action or

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<PAGE>
proceeding  involving  this  Guaranty  and  shall be prima facie evidence of the
                                                     ----- -----
payments  made  on, and the outstanding balance of, the Guaranteed Indebtedness.

     9.   Payment by Guarantor.  Whenever Guarantor pays any sum which is or may
          --------------------
become  due  under  this  Guaranty,  written  notice must be delivered to Lender
contemporaneously  with  such  payment.  Such  notice  shall  be  effective  for
purposes  of  this  paragraph  when  contemporaneously  with such payment Lender
receives  such  notice  either  by:  (a)  personal  delivery  to the address and
designated  department  of  Lender identified in Subparagraph 1(a) above, or (b)
                                                 -----------------
United  States  mail, certified or registered, return receipt requested, postage
prepaid,  addressed  to  Lender at the address shown in Subparagraph 1(a) above.
                                                        -----------------
In  the  absence  of  such  notice to Lender by Guarantor in compliance with the
provisions  hereof,  any  sum  received  by  Lender on account of the Guaranteed
Indebtedness  shall  be  conclusively  deemed  paid  by  Borrower.

     10.  Death  of  Guarantor.  In  the  event  of  the death of Guarantor, the
          --------------------
obligations  of  the deceased Guarantor under this Guaranty shall continue as an
obligation  against his estate as to (a) all of the Guaranteed Indebtedness that
is  outstanding on the date of Guarantor's death, and any renewals or extensions
thereof,  and  (b) all loans, advances and other extensions of credit made to or
for  the  account of Borrower on or after the date of Guarantor's death pursuant
to  an  obligation  of  Lender  under  a  commitment  or  agreement described in
Subparagraph  1(d)  above  and  made  to  or  with Borrower prior to the date of
------------------
Guarantor's death.  The terms and conditions of this Guaranty, including without
limitation  the  consents  and  waivers  set  forth in Paragraph 6 hereof, shall
                                                       -----------
remain  in  effect  with respect to the Guaranteed Indebtedness described in the
preceding  sentence  in  the  same  manner  as  if  Guarantor  had  not  died.

     11.  Notice  of  Sale.  In  the event that Guarantor is entitled to receive
          ----------------
any  notice  under  the  Uniform  Commercial  Code,  as  it  exists in the state
governing  any  such  notice, of the sale or other disposition of any collateral
securing  all  or  any  part  of  the  Guaranteed Indebtedness or this Guaranty,
reasonable  notice  shall  be  deemed given when such notice is deposited in the
United  States  mail, postage prepaid, at the address for Guarantor set forth in
Subparagraph  1(c)  above,  ten  (10) days prior to the date any public sale, or
------------------
after  which  any  private sale, of any such collateral is to be held; provided,
                                                                       --------
however,  that  notice  given  in  any  other  reasonable manner or at any other
-------
reasonable  time  shall  be  sufficient.

     12.  Waiver  by  Lender.  No  delay on the part of Lender in exercising any
          ------------------
right  hereunder  or  failure  to exercise the same shall operate as a waiver of
such  right.  In no event shall any waiver of the provisions of this Guaranty be
effective  unless the same be in writing and signed by an officer of Lender, and
then  only  in  the  specific  instance  and  for  the  purpose  given.

     13.  Successors  and  Assigns.  This Guaranty is for the benefit of Lender,
          ------------------------
its  successors  and  assigns.  This  Guaranty  is  binding  upon  Guarantor and
Guarantor's  heirs,  executors,  administrators,  personal  representatives  and
successors,  including  without  limitation  any  person  or entity obligated by
operation  of law upon the reorganization, merger, consolidation or other change
in  the  organizational  structure  of  Guarantor.


                                        7
<PAGE>

     14.  Costs and Expenses.  Guarantor shall pay on demand by Lender all costs
          ------------------
and  expenses,  including  without  limitation  all  reasonable attorneys' fees,
incurred  by  Lender  in  connection  with  the  preparation,  administration,
enforcement and/or collection of this Guaranty.  This covenant shall survive the
payment  of  the  Guaranteed  Indebtedness.

     15.  Severability.  If any provision of this Guaranty is held by a court of
          ------------
competent  jurisdiction to be illegal, invalid or unenforceable under present or
future  laws,  such  provision  shall  be  fully  severable, shall not impair or
invalidate  the  remainder  of  this  Guaranty  and  the effect thereof shall be
confined  to  the  provision  held  to  be  illegal,  invalid  or unenforceable.

     16.  No  Obligation.  Nothing  contained  herein  shall  be construed as an
          --------------
obligation  on  the  part  of  Lender  to extend or continue to extend credit to
Borrower.

     17.  Amendment.  No  modification  or  amendment  of  any provision of this
          ---------
Guaranty,  nor  consent  to  any  departure  by  Guarantor  therefrom,  shall be
effective  unless  the  same  shall  be  in  writing and signed by an officer of
Lender,  and  then  shall be effective only in the specific instance and for the
purpose  for  which  given.

     18.  Cumulative  Rights.  All  rights  and remedies of Lender hereunder are
          ------------------
cumulative  of  each  other  and of every other right or remedy which Lender may
otherwise have at law or in equity or under any instrument or agreement, and the
exercise of one or more of such rights or remedies shall not prejudice or impair
the  concurrent  or  subsequent  exercise  of  any  other  rights  or  remedies.

     19.  Governing Law, Venue. This Guaranty is intended to be performed in the
          --------------------
State  of  Texas.  Except  to  the extent that the laws of the United States may
apply  to  the  terms  hereof,  the substantive laws of the State of Texas shall
govern  the  validity,  construction,  enforcement  and  interpretation  of this
Guaranty.  In  the  event  of  a  dispute  involving  this Guaranty or any other
instruments  executed in connection herewith, the undersigned irrevocably agrees
that  venue for such dispute shall lie in any court of competent jurisdiction in
Bexar  County,  Texas.

     20.  Compliance  with  Applicable  Usury  Laws.  Notwithstanding  any other
          -----------------------------------------
provision  of  this  Guaranty  or  of  any  instrument  or agreement evidencing,
governing  or securing all or any part of the Guaranteed Indebtedness, Guarantor
and Lender by its acceptance hereof agree that Guarantor shall never be required
or obligated to pay interest in excess of the maximum non-usurious interest rate
as  may  be  authorized  by  applicable  law  for  the  written  contracts which
constitute  the  Guaranteed  Indebtedness.  It is the intention of Guarantor and
Lender  to  conform  strictly to the applicable laws which limit interest rates,
and any of the aforesaid contracts for interest, if and to the extent payable by
Guarantor,  shall be held to be subject to reduction to the maximum non-usurious
interest  rate  allowed  under  said  law.

     21.  Gender.  Within  this  Guaranty, words of any gender shall be held and
          ------
construed  to  include  the  other  gender.


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<PAGE>

     22.  Captions.  The  headings in this Guaranty are for convenience only and
          --------
shall  not  define  or  limit  the  provisions  hereof.

     EXECUTED as of the date first above written.

                                        GUARANTOR:
                                        ----------

                                        ----------------------------------------
                                        Michael J. Novak


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<PAGE>