**CONTINUING      UNCONDITIONAL GUARANTY**

***Guaranty***
***Effective Date***
***Guarantor***
***Lender***

**R      E C I T A L S:**

***Loan***
***Borrower***
***Note***

**A      G R E E M E N T:**

***Guaranteed      Obligations***

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**RESERVED**
**.**

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**.**
**CHOICE      OF LAW**
**.  **
**EXCEPT TO THE EXTENT      THAT THE VALIDITY OR PERFECTION OF SECURITY INTERESTS OR REMEDIES IN RESPECT      OF      ANY PARTICULAR COLLATERAL IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN      THE STATE OF TEXAS, THIS GUARANTY SHALL BE CONSTRUED IN ACCORDANCE WITH AND      GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO ITS      CONFLICTS OF LAWS PROVISIONS.**

**18.           JURISDICTION;      VENUE.  GUARANTOR IRREVOCABLY AGREES THAT ANY LEGAL PROCEEDING IN      RESPECT OF THIS GUARANTY AND THE OTHER LOAN DOCUMENTS SHALL BE BROUGHT IN THE      DISTRICT COURTS OF TARRANT COUNTY, TEXAS OR THE UNITED STATES DISTRICT COURT      FOR      THE NORTHERN DISTRICT OF TEXAS, FORT WORTH DIVISION (THE “SPECIFIED      COURTS”).  GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE      JURISDICTION OF THE SPECIFIED COURTS.  GUARANTOR HEREBY IRREVOCABLY      WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH GUARANTOR      MAY NOW OR HEREAFTER HAVE THAT THE LAYING OF VENUE OF ANY SUIT, ACTION OR      PROCEEDING BROUGHT IN ANY SUCH SPECIFIED COURT HAS BEEN BROUGHT IN AN      INCONVENIENT FORUM AND HEREBY IRREVOCABLY AGREES TO A TRANSFER OF ALL SUCH      PROCEEDINGS TO THE SPECIFIED COURTS.  NOTHING HEREIN SHALL AFFECT THE      RIGHT OF LENDER TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED      AGAINST  ANY GUARANTOR IN ANY JURISDICTION OR TO SERVE PROCESS IN ANY      MANNER PERMITTED BY APPLICABLE LAW.**

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**RESERVED**

**25.           WAIVER      OF JURY TRIAL, PUNITIVE DAMAGES, ETC.  GUARANTOR HEREBY KNOWINGLY,      VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY (A) WAIVES, TO THE MAXIMUM EXTENT      NOT PROHIBITED BY LAW, ANY RIGHT GUARANTOR MAY HAVE TO A TRIAL BY JURY IN      RESPECT OF ANY LITIGATION BASED HEREON, OR DIRECTLY OR INDIRECTLY AT ANY TIME      ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS GUARANTY OR THE LOAN DOCUMENTS      OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY OR ASSOCIATED HEREWITH OR      THEREWITH, BEFORE OR AFTER MATURITY OF THE NOTE; (B) WAIVES, TO THE MAXIMUM      EXTENT NOT PROHIBITED BY LAW, ANY RIGHT GUARANTOR MAY HAVE TO CLAIM OR RECOVER      IN ANY SUCH LITIGATION ANY “SPECIAL DAMAGES”, AS DEFINED BELOW, (C) CERTIFIES      THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OF LENDER OR COUNSEL FOR ANY PARTY      HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY      WOULD      NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND      (D)      ACKNOWLEDGES THAT LENDER HAS BEEN INDUCED TO MAKE THE LOAN AND ACCEPT THE NOTE      BASED UPON, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED IN      THIS      SECTION. AS USED IN THIS SECTION, “SPECIAL DAMAGES” INCLUDES ALL SPECIAL,      CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (REGARDLESS OF HOW NAMED), BUT      DOES NOT INCLUDE ANY PAYMENTS OR FUNDS WHICH ANY PARTY HERETO HAS EXPRESSLY      PROMISED TO PAY OR DELIVER TO ANY OTHER PARTY HERETO.**

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**26.           ACKNOWLEDGEMENT      AND CONSENT TO PLEDGE.  THIS GUARANTY IS SUBJECT TO A SECURITY      INTEREST IN FAVOR OF, AND PLEDGED AS COLLATERAL TO, PREMIER BANK AND ITS ASSIGNS      (“PREMIER”).  BY EXECUTION HEREOF, GUARANTOR HEREBY CONSENTS TO SUCH      SECURITY INTEREST AND PLEDGE OF THIS GUARANTY TO PREMIER, AND CONSENTS TO THE      ASSIGNMENT OF THIS GUARANTY TO PREMIER IN ACCORDANCE      THEREWITH.**

**27.**

**ENTIRE      AGREEMENT**
**.  THIS GUARANTY TOGETHER WITH THE NOTE      AND THE OTHER LOAN DOCUMENTS TOGETHER CONSTITUTE THE ENTIRE AGREEMENT AMONG      THE      PARTIES CONCERNING THE SUBJECT MATTER HEREOF, AND ALL PRIOR DISCUSSIONS,      AGREEMENTS AND STATEMENTS, WHETHER ORAL OR WRITTEN, ARE MERGED INTO THIS      GUARANTY, THE NOTE AND THE OTHER LOAN DOCUMENTS.  THERE ARE NO      UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.  THIS GUARANTY, THE NOTE      AND THE OTHER LOAN DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,      CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.**

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**GUARANTOR:**

|   | **UMT                HOLDINGS, L.P.,** |
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