CONTINUING UNLIMITED CORPORATE GUARANTY

Date: February 6th, 1997

To: SUMMIT BANK (the "Lender")

     For  Valuable  Consideration,  and to induce  Lender to loan  money  and/or
extend  credit  in  reliance  hereon,   the  undersigned,   hereby   guarantees,
unconditionally,  the payment, when due, of each and every obligation, direct or
contingent,  now  existing  or  hereafter  arising,  owing  to  Lender  by BOGEN
COMMUNICATIONS, INC., a corporation of the State of Delaware (the "Borrower").

     This Guaranty shall be primary,  absolute and  unconditional  and extend to
and cover  every  extension  or renewal  of, and every  obligation  accepted  in
substitution for any obligation  guaranteed hereby, and the undersigned shall be
bound  hereby  irrespective  of (i) the  existence,  value or  condition  of any
collateral   security  Lender  may  at  any  time  hold;  (ii)  the  invalidity,
irregularity  or  enforceability  of  any  instrument,  writing  or  arrangement
relating to any such credit, loan of money or financial  accommodation or of the
obligations  thereunder;  (iii)  the  inability  or  failure  of Lender to fully
establish or perfect its lien or security interest in any collateral  pledged to
it; (iv) any other circumstance that might constitute a defense to, or discharge
of, the Borrower with respect to any of the obligations  hereby  guarantied,  or
the  undersigned  in regard to this  Guaranty  other than payment in full of the
obligations  guaranteed hereby; or (v) any present or future law or order of any
government (whether of right or in fact) or of any agency thereof, purporting to
reduce,  amend or otherwise affect any obligation of the Borrower or to vary the
terms of payment of the obligations of the Borrower hereby guaranteed.

     Without  limiting the  generality  of the  foregoing,  enforcement  of this
Guaranty  shall not be contingent  upon pursuit by the Lender of any remedies it
may have against any other  guarantor or the Borrower,  whether  pursuant to the
terms of any loan documents or by law, and the Lender, in this regard, shall not
be required to (i) institute any judicial action against Borrower,  (ii) enforce
any other remedy against Borrower,  or (iii) take any action to realize upon any
property or  collateral  assigned,  pledged or otherwise  available to Lender as
security for performance of the obligations of Borrower.

     The  undersigned  hereby waives (i) notice of acceptance of this  Guaranty;
(ii)  presentment,  demand,  protest and notice of dishonor of any note or other
obligation  hereby  guaranteed;  and (iii)  demand by Lender for  observance  or
performance  of, or enforcement by Lender of any terms or provisions of the loan
documents evidencing the obligations of Borrower,  or any terms or provisions of
this Guaranty.

     This  Guaranty is a  continuing  guaranty  and shall  remain in force until
revoked  by notice  in  writing  to  Lender,  and  revocation  hereof  shall not
prejudice  Lender's claim hereunder with respect to any obligation arising prior
to revocation.

<PAGE>

     The  undersigned  hereby  consents  and agrees  that  Lender  may,  without
prejudice to any claim against the undersigned  hereunder,  at any time, or from
time to time, in Lender's discretion, and without notice to the undersigned: (i)
waive  compliance  with, or any defaults under,  or grant any other  indulgences
with respect to the loan documents  evidencing the  obligations of the Borrower;
(ii) modify,  amend,  or change any provisions of the loan documents  evidencing
the obligations of the Borrower; (iii) extend or change the time of payment, and
the manner, place or terms of payment of any obligation hereby guaranteed;  (iv)
make advances for the purpose of performing  any term or covenant  pertaining to
the obligations hereby guaranteed with respect to which the Borrower shall be in
default; (v) assign or otherwise transfer the obligations hereby guaranteed,  or
any interest therein or herein; (vi) exchange,  release, impair or surrender all
or any collateral  security which Lender may at any time hold in connection with
any obligation hereby guaranteed;  (vii) sell, and purchase, any such collateral
at public or private sale or at any broker's board,  crediting net proceeds upon
any obligation secured thereby; (viii) release,  discharge, settle or compromise
with the Borrower, or with any other person primarily or secondarily liable with
the Borrower,  any obligation  hereby  guaranteed;  or (ix) deal in all respects
with the Borrower as if this Guaranty were not in effect.

     The  undersigned  represents  and warrants  that (i) the  undersigned  is a
corporation  organized and existing and in good  standing  under the laws of the
State of Delaware  and under the laws of any other state  wherein the  business,
properties or operations of the undersigned make it necessary to so qualify (ii)
the  undersigned  has the full power,  authority  and legal right to enter into,
execute and deliver this  Guaranty;  (iii) this  Guaranty is a valid and binding
legal  obligation  of the  undersigned  and is  fully  enforceable  against  the
undersigned  in  accordance  with its  terms  and,  as of the date  hereof,  the
undersigned  has no  defense  to any  action or  proceeding  that may be brought
hereunder;  (iv) the execution,  delivery and  performance by the undersigned of
this Guaranty has been duly authorized by all requisite  corporate action,  will
not violate any term or condition of the Certificate of Incorporation or By-Laws
of the  undersigned  and will not  violate  or  constitute  a default  under any
indenture,  note, loan,  credit agreement or any other document or instrument to
which the  undersigned  is a party or by which the  undersigned  is bound in any
manner which would  materially and adversely affect its ability to carry out any
of the terms,  covenants and conditions of this Guaranty;  (iv) the  undersigned
has a direct interest in the financial well-being of the Borrower; and (v) there
has  been  no  material  adverse  change  in  the  financial  condition  of  the
undersigned from that shown on the most recent financial statements delivered to
Lender.

     The undersigned is not in violation of any decree, ruling,  judgment, order
or  injunction  applicable to it, or any law,  ordinance,  rule or regulation of
whatever  nature which taken alone or in the  aggregate,  would  materially  and
adversely  affect  its  ability  to carry out any of the  terms,  covenants  and
conditions of this Guaranty. There are no actions, proceedings or investigations
pending or to the best of its  knowledge  threatened  against or  affecting  the
undersigned before or by any court,  arbitrator,  administrative agency or other
governmental  authority or entity,  which,  taken alone or in the aggregate,  if
adversely  decided,  would  materially and adversely affect its ability to carry
out any of the terms and conditions of this Guaranty.


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<PAGE>

     This Guaranty and the undersigned's  liability  hereunder shall continue to
be effective or be reinstated,  as the case may be, if at any time,  prepayment,
payment or other  value  received  by the Lender  from any  source,  or any part
thereof,  of  any  of the  obligations  guaranteed  hereunder  is  rescinded  or
otherwise  restored  or  returned  by the Lender by reason of (i) any  judgment,
decree  or  order  by  any  court  or   administrative   body  having  competent
jurisdiction;  (ii) any  settlement or  compromise  of any such claim;  or (iii)
otherwise,  all as though such  payment had not been made,  notwithstanding  any
termination  hereof or the  cancellation  of any  instrument or writing or other
agreement evidencing the obligations of the undersigned.

     No delay on the Lender's  part in  exercising  any right  hereunder,  or in
taking  any  action to collect  or  enforce  payment  of any  obligation  hereby
guaranteed,  either as against the  Borrower or any other  person  primarily  or
secondarily  liable  with the  Borrower,  shall  operate as a waiver of any such
right or in any manner prejudice the Lender's rights against the undersigned.

     THE UNDERSIGNED  HEREBY WAIVES THE FOLLOWING IN ANY ACTION OR PROCEEDING OF
ANY KIND OR NATURE,  ARISING UNDER OR BY REASON OF OR RELATING TO THIS GUARANTY:
(i) THE RIGHT TO A TRIAL BY JURY;  (ii) THE RIGHT TO CLAIM A FAIR  MARKET  VALUE
CREDIT AS TO ANY AND ALL COLLATERAL NOW OR HEREAFTER PLEDGED TO LENDER TO SECURE
THE OBLIGATIONS HEREBY  GUARANTEED:  AND (iii) ANY RIGHT OF SUBROGATION TO WHICH
GUARANTOR MIGHT OTHERWISE BE ENTITLED.

                                                 YMC
                                               --------
                                               (Initial)

     The  undersigned  agrees  that,  if the maturity of any  obligation  hereby
guaranteed is accelerated,  by bankruptcy or otherwise, as against the Borrower,
such  maturity  shall  also  be  deemed  accelerated  for the  purposes  of this
Guaranty, and without demand upon or notice to the undersigned.

     As security for its obligation  hereunder,  Guarantor hereby gives Lender a
general lien upon and right of setoff with respect to any deposit account of the
undersigned  with Lender and any other of the  undersigned's  funds or assets at
any time in Lender's custody or control.

     The  undersigned  hereby  authorizes  Lender,  in its sole  discretion,  to
disclose  any  financial  or other  information  about  the  undersigned  to any
present, future or prospective participant or successor in interest in any loan,
advance  or other  financial  accommodation  to  Borrower  from  Lender,  or any
regulatory body or agency having jurisdiction over Lender.

     In the event any proceedings are undertaken by Lender to effect  collection
hereunder,  the  undersigned  shall pay all costs and expenses of every kind for
collection,   including  reasonable   attorney's  fees  incurred  by  Lender  in
connection with the enforcement of this Guaranty.

     If the  obligations of the Borrower are also guaranteed by any other person
or entity by continuing  guaranty or by  endorsement of any note of the Borrower
or otherwise, the obligation of

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<PAGE>

such other person or entity and the undersigned's  obligation hereunder shall be
deemed to be several, and the release by Lender of any such other guarantor,  or
settlement  with  such  guarantor,  or the  revocation  or  impairment  of  such
guaranty, shall not operate to prejudice Lender's rights against the undersigned
hereunder.

     The  undersigned  agrees to allow  Borrower  to deliver  to  Lender,  those
financial  statements  required,  from time to time  pursuant to the  continuing
commercial lending relationship of the Borrower with Lender, as, when and in the
form and  substance  required  thereby,  and not later  than ten (10) days after
filing with the Internal Revenue Service, Guarantor shall deliver to Lender true
and  complete  copies of its  signed  Federal  income  tax return and such other
financial information as Lender shall, from time to time, reasonably request.

     No delay on the Lender's  part in exercising  any of the Lender's  options,
powers or rights or partial or single  exercises  thereof,  shall  constitute  a
waiver  thereof.  No  waiver  of any of the  Lender's  rights  hereunder  and no
modification or amendment of this Guaranty, shall be deemed to be made by Lender
unless the same shall be in writing,  duly signed on the Lender's  behalf by its
duly authorized  officers,  and each such waiver,  if any, shall apply only with
respect  to the  specific  instance  involved,  and shall in no way  impair  the
Lender's rights or the undersigned's  obligations to Lender in any other respect
at any other time.

     If any provision (or any part of any provision)  contained in this Guaranty
shall for any reason be held to be invalid,  illegal,  or  unenforceable  in any
respect, such invalidity,  illegality,  or unenforceability shall not affect any
other provision (or remaining part of the affected  provision) of this Guaranty,
but  this  Guaranty  shall  be  construed  as  if  such  invalid,   illegal,  or
unenforceable  provision (or part thereof) had never been contained herein,  but
only to the extent such provision is invalid, illegal, or unenforceable.

     The  undersigned  agrees  that:  (i) this  Guaranty  shall be  construed in
accordance  with and  governed by the laws of the State of New Jersey;  (ii) any
action or  proceeding  to enforce  this  Guaranty  may be  commenced in state or
federal  court in any county in the State of New Jersey;  and (ii) it generally,
irrevocably  and  unconditionally  submits to and  accepts  for itself  (and its
successors and assigns) the jurisdiction of the aforesaid courts for the purpose
of any such suit,  action or other  proceeding  and  agrees  not to contest  the
validity  of any  judgment  rendered  thereby  in any  other  jurisdiction.  The
undersigned  further  waives,  and agrees  not to assert,  by way of motion as a
defense, or otherwise, in any such suit, action or proceeding, any claim that it
is not  personally  subject to the  jurisdiction  of the aforesaid  courts or is
otherwise immune from legal proceedings,  or that the suit, action or proceeding
is  brought  in an  inconvenient  forum,  that the venue of the suit,  action or
proceeding  is  improper,  or that the loan  documents  of the  Borrower  or the
subject matter hereof may not be enforced by any such court.

     This  Guaranty  shall  be  binding  upon  the  undersigned,  as well as its
successors or assigns (except that no such assignment shall be effective without
the prior written consent of Lender).

     This  Guaranty  shall inure to the benefit  of, and be  enforceable  by the
Lender,  its  successors  and assigns,  including any  subsequent  holder of the
obligations hereby guaranteed.

                                        4

<PAGE>

     For the purposes of this Guaranty,  the singular shall be deemed to include
the  plural,  and the neuter  shall be deemed to include the  masculine  and the
feminine, and vice versa, as the context may require.

     IN WITNESS WHEREOF,  the undersigned has caused these presents to be signed
by its proper  corporate  officers  and sealed with its seal of the day and year
first above written.

ATTEST:                                 BOGEN COMMUNICATIONS INTERNATIONAL, INC.
BY:  /s/ Frank DiPalma                  BY: /s/ Yoav M. Cohen
   ----------------------------------      ------------------------------
   FRANK DIPALMA, Assistant Secretary      YOAV M. COHEN, Vice President, 
                                           Finance
                                           
STATE OF NEW JERSEY :
                    : SS
COUNTY OF MORRIS    :

     BE IT  REMEMBERED,  that on this 6th day of February,  1997,  before me the
subscriber,  an attorney at law of the State of New Jersey,  personally appeared
FRANK DIPALMA,  who, being by me duly sworn on his oath, deposes and makes proof
to my satisfaction  that he is the Assistant  Secretary of BOGEN  COMMUNICATIONS
INTERNATIONAL,  INC., and that YOAV M. COHEN is the Vice  President,  Finance of
said corporation which is named in the within instrument;  that the execution as
well as the  making of this  instrument,  has been duly  authorized  by a proper
resolution of the Board of Directors of the said corporation; that deponent well
knows the corporate seal of said corporation;  and that the seal affixed to said
instrument  is the  proper  corporate  seal  and was  thereto  affixed  and said
instrument signed and delivered by said officer as and for the voluntary act and
deed of said corporation.

                                      /s/ Jordan S. Solomon
                                      --------------------------------------
                                      JORDAN S. SOLOMON, ESQ.


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