CONTINUING SECURED LIMITED GUARANTY
                       -----------------------------------


          FOR  VALUABLE  CONSIDERATION,  the  receipt  of  which  is  hereby
acknowledged, and to induce HEARTLAND BANK, a federal savings bank ("Lender") to
make  loans  and  advance  credit  to  THE  FEMALE  HEALTH  COMPANY  ("FHC"  or
"Borrower"),  a  Wisconsin corporation, and in consideration of any such loan or
advance  of  credit,  the signer hereof, ___________________, "Guarantor", dated
and  effective  as of May 18, 2001, unconditionally guarantees full payment when
due  of  all  Liabilities  (as hereinafter defined) of Borrower to Lender.  This
shall  be  a  continuing  guaranty.

          1.     The  term  "Liabilities"  or a "Liability" as used herein shall
include  any  and  all  indebtedness  and  obligations  of  Borrower  to Lender,
including  extensions,  renewals or refundings thereof (and extensions, renewals
or  refundings  made  after notice of termination or revocation hereof), whether
such  be direct or indirect, liquidated or unliquidated, absolute or contingent,
joint  or  several,  now existing or hereafter arising, due or to become due and
whether  or  not originally contracted with Lender, including interests acquired
by Lender through whole or partial assignment of an item which would have been a
Liability  if  created  between  Borrower  and  Lender.  "Liabilities"  or  a
"Liability"  shall  also include all or any portion of any Liability of Borrower
to  Lender  which  is  assumed by any other person or entity with or without the
consent  of  Lender,  and  Guarantor hereby guarantees the repayment of any such
indebtedness  or  obligation  so  assumed  by  any  such  person  or  entity.
"Liabilities"  or  a  "Liability"  shall  further  include all costs incurred by
Lender  in  efforts  to  collect any Liability or to enforce the undertakings of
Guarantor  hereunder, including expenses, reasonable attorneys' fees (whether or
not  there  is  litigation),  court  costs  and all costs in connection with any
proceedings under the United States Bankruptcy Code.  Guarantor waives notice of
acceptance  of  this  Guaranty,  notice  of extension, renewal, refunding of any
Liability  and  the incurrence of any existing Liability and any Liability which
has  not  yet  actually  accrued  (the  latter type of Liability being sometimes
hereinafter  referred  to  as  an  "Inchoate Liability").  All Liabilities shall
conclusively  be  presumed  to  have  been  created or accepted by the Lender in
reliance  on  this  Guaranty.  Notwithstanding  anything set forth herein to the
contrary, the undersigned's liability hereunder for Liabilities shall not exceed
the SUM OF (a) _____________________________ Dollars ($___________________) PLUS
(b)  all  costs  and  expenses,  including  without  limitation,  the reasonable
attorneys'  fees  and expenses paid or incurred by the Lender in efforts enforce
the  undertakings  of  the  undersigned  hereunder.

          2.     This  Guaranty  is  delivered  in  connection with that certain
Promissory  Note  in the original principal amount of $2,000,000.00, dated as of
even  date  herewith,  by  Borrower  in  favor  of Lender (as amended, modified,
extended,  restated  or  replaced  from  time to time, the "Note"), and (b) that
certain  Loan  Agreement, dated as of the date herewith, by and between Borrower
and  Lender  (as  amended, modified, extended, restated or replaced from time to
time,  the  "Loan  Agreement")).  Capitalized terms used herein, but not defined
herein,  shall have the meanings ascribed to such terms as set forth in the Loan
Agreement.

          3.     This  is  a  continuing,  secured,  limited,  absolute  and
unconditional  guaranty of payment and performance and not merely of collection,
and  continues  in  full  force  and  effect

<PAGE>
until  the  Liabilities  have  been  fully and indefeasibly paid in cash and the
Lender  has  no other commitment to extend credit or make advances to or for the
account  of  Borrower.  Guarantor's liability with respect to the Liabilities is
primary,  not  secondary.  Upon the occurrence and during the continuance of any
Event  of  Default,  Lender may proceed directly against Guarantor without first
proceeding  against  Borrower, any other person or entity liable for the payment
or  performance  of the Liabilities, or any collateral or other security for the
Liabilities or for this Guaranty, including, but not limited to, the Warrant (as
hereinafter  defined).

          4.     Guarantor  waives notice of acceptance of this Guaranty, notice
of  extension,  renewal,  refunding  of  any Liability and the incurrence of any
existing  Liability  and  any  Inchoate  Liability.  All  Liabilities  shall
conclusively  be presumed to have been created or accepted by Lender in reliance
on  this  Guaranty.

          5.     Guarantor represents and warrants to Lender that: (a) he or she
or  it  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 either now or in the future; (b)
the  extension  of credit by Lender pursuant to the Note constitutes an economic
benefit  to Guarantor at least equal to the amount of its obligations hereunder;
(c)  this  Guaranty  constitutes  the  legal,  valid  and  binding obligation of
Guarantor, enforceable against Guarantor in accordance with its terms, except to
the  extent  that the enforceability thereof against Guarantor may be limited by
bankruptcy,  insolvency,  reorganization,  moratorium  or similar laws affecting
creditor's  rights  generally or by equitable principles of general application;
(d)  the  execution  of  this  Guaranty  by  Guarantor,  and  the performance by
Guarantor of its obligations under this Guaranty, will not violate or constitute
a  default  under  any material agreement of Guarantor, or any material law, and
will not, except as expressly contemplated or permitted in this Guaranty, result
in  any  lien or security interest being imposed on any of Guarantor's property;
(e) there are no pending or threatened material proceedings involving Guarantor;
and (f) Guarantor is in compliance with all material laws.  All representations,
warranties,  and  covenants  of Guarantor contained herein survive the execution
and delivery of this Guaranty, and terminate only upon the full and indefeasible
payment  of all of the Liabilities and when the Lender has no further obligation
to extend credit to or for the account of Borrower.  Guarantor hereby waives all
errors and omissions in connection with the administration of the Liabilities by
Lender  and  any  other  act  or  omission  of  Lender  that change the scope of
Guarantor's  risk  hereunder  (except  errors,  acts or omissions in bad faith).

          6.     This  Guaranty  shall  not  supersede  any  earlier guaranty of
Guarantor  in  which  Lender  has  an  interest  nor shall any later guaranty of
Guarantor  in  which  Lender  has  an  interest  be  construed to supersede this
Guaranty.  The  effect of any earlier or later guaranty shall be cumulative with
this Guaranty, and this shall be the case whether the interest of Lender in such
earlier or later guaranty derives from arrangements made directly with Guarantor
or  indirectly by way of Lender being a transferee of all or part of obligations
of  Borrower  guaranteed  by  Guarantor.

          7.     The  obligations  of  Guarantor  hereunder  shall  apply to all
Liabilities,  including Inchoate Liabilities, arising prior to notice in writing
from  Guarantor  that  Guarantor  will  not  be  responsible  for  any  further
Liabilities  or  notice  from  a  Guarantor's  personal

                                        2
<PAGE>
representative  that  Guarantor  has  died or been adjudicated incompetent.  Any
such  notice,  to  be  effective,  must  be  actually  received  by  Lender.
Notwithstanding  the  giving  of such notice, the obligations of Guarantor shall
continue  in full force and effect as to all Liabilities then existing including
Inchoate  Liabilities  and  to any Liabilities thereafter arising, to the extent
that  Lender  may  be  bound  or permitted by contract or otherwise to create or
permit the creation of additional Liabilities including those which may or might
have  been  Inchoate  Liabilities  at  the  time  such  notice  is  given.

          8.     Guarantor  waives  notice  of  default  by  Borrower  on  any
Liability,  and  it  shall  not  be  a condition to the obligations of Guarantor
hereunder  that  Lender  notify  him,  her  or  it  of  any  such  default.

          9.     It  shall  not  be  a condition to the obligations of Guarantor
hereunder  that Lender pursue or preserve remedies against Borrower or any other
party  primarily  or  secondarily liable on any Liability or that Lender enforce
its  rights  against  any collateral for any Liability or for this Guaranty, and
Guarantor  waives  any requirement that Lender so proceed.  Guarantor shall have
no  right  of  subrogation  and  hereby waives all rights of Lender hereunder on
account  of payment by any guarantor of a Liability until all of the Liabilities
are  paid  in  full  and  waives the right to participate in any security now or
hereafter  held  by  Lender; provided, however, that once all of the Liabilities
                             --------  -------
are paid in full, Guarantor shall have rights of subrogation with respect to any
security  for  the Liabilities.  Any obligation or liability owing from Borrower
to  Guarantor  or  held  by  Guarantor  shall  be subordinated to payment of all
Liabilities  and, if appropriate, shall be so marked with an appropriate legend.

          10.     All  payments  received from Guarantor shall be deemed to have
been made by Borrower, unless Lender is otherwise advised in writing by Borrower
or  Guarantor.

          11.     Lender  is  authorized from time to time, without notice to or
consent  of Guarantor (any requirement of such notice or consent being waived by
Guarantor)  to  renew, extend, refund or amend the terms, including changing the
interest rate, of any Liability or any agreement pursuant to which any Liability
is  created  or  security therefor is held, in any manner to surrender, release,
realize  upon  or  deal with collateral for the Liabilities, exercise or refrain
from  exercising  rights  against Borrower or any other guarantor and to settle,
release  or  otherwise  enter into agreements regarding the Liabilities with any
party  primarily  or  secondarily  liable  on  any  Liability.  Guarantor hereby
expressly  waives  any  requirement  of notice to or consent of Guarantor to any
other  change  in  the  Liabilities  including  a  change  in the organizational
structure  or  ownership  of  Borrower.  Lender may apply any collateral for the
Liabilities  in such order as it may elect and without any obligation to account
to  Guarantor  for  the  manner  or  order  of  application.

          12.     The  obligations  of Guarantor hereunder shall not be impaired
by  failure  on  the  part of Lender to realize upon, perfect any interest in or
protect  any  of  the  Liabilities  or  any  security  therefor,  nor shall such
obligations  be  impaired  by  any  impairment, modification, change, release or
limitation  of  any  Liability,  or  any release of Borrower, resulting from the
operation  of  any  present or future provision of the Revised Bankruptcy Act or
other  similar  statute,  or  from  the  decision  of  any  court.


                                        3
<PAGE>
          13.     Guarantor  will  deliver  to  Lender,  within thirty (30) days
after  the filing thereof, copies of all federal and state tax returns, together
with  current  personal  financial  statements of Guarantor in a form reasonably
acceptable  to  Lender.  Guarantor  represents  and  warrants  that  all  of the
information  contained  in  each  such financial statement are true, correct and
accurate  in  all  material respects.  Guarantor further represents and warrants
that  any and all liens and/or encumbrances on Guarantor's respective assets are
fully  disclosed,  reflected  and  described  in  said  financial  statements.

          14.     This  Guaranty  shall  inure  to  the  benefit  of  and may be
enforced  by Lender, its successors and assigns and any party to whom all or any
part  of  a  Liability  may be sold, transferred, negotiated or assigned for all
such  Liabilities.  If  all  or  part  of  a  Liability  is  sold,  transferred,
negotiated  or assigned, Lender shall have the right to enforce this Guaranty as
to  the  remainder.

          15.     Actions  to  enforce this Guaranty may be brought successively
against  Guarantor  or  one or more of the other guarantors jointly or severally
and  against  less  than all without impairing or affecting the rights of Lender
against  the  others.  No release, with or without consideration, nor any action
or  inaction by Lender as regards less than all such guarantors shall impair the
rights  of  Lender  against  the  others.  However,  all  guarantors,  including
Guarantor,  agree  among  themselves  that no release, compounding or settlement
shall  impair  their  rights  as  among  themselves.

          16.     Guarantor  understands  and  agrees  that  this Guaranty will,
unless  expressly otherwise agreed, be secured by all collateral previously, now
or  hereafter  pledged  to  Lender  by  Guarantor  and  any  security  interest
previously,  now or hereafter granted Lender by Guarantor whether such pledge or
grant  of  security  interest  specifically  relates  to the Liabilities or not.

          17.     Guarantor understands and agrees that in the event any payment
made  by or on behalf of Borrower respecting any Liability or any portion of any
such  payment shall at any time be repaid by the recipient in compliance with an
order  (whether  or  not final) by a court of competent jurisdiction pursuant to
any provision of the Revised Bankruptcy Act as now existing or hereafter amended
or  applicable  state law, the Liabilities shall not be deemed to have been paid
to  the  extent  of  the  repayment  so made, the obligations of Guarantor shall
continue  in  full  force  and effect and such recipient, whether or not that be
Lender,  will  continue  to  be  entitled to the full benefits of this Guaranty,
notwithstanding any termination of this Guaranty or the cancellation of any note
or  other  agreement  evidencing  the  Liabilities.

          18.     Guarantor's liability under this Guaranty will not be reduced,
extinguished,  discharged or released by, and Guarantor is not entitled to raise
as  a  defense,  and Guarantor waives notice of: any invalidity, irregularity or
unenforceability  of  any  Liability;  any  existing  or  future  offset, claim,
counterclaim or defense of Borrower, Guarantor or any other party against Lender
or  against payment of the Liabilities (whether such offset, claim, counterclaim
or  defense  arises  in  connection  with  the  Liabilities  or the transactions
creating the Liabilities or otherwise); waivers of defaults or Events of Default
or other waivers under the Loan Agreement, Note or the Pledge Agreement; release
of  or  non-perfection  with  respect  to  any  or  all  of the security for the
Liabilities;  taking  or  accepting  of  any  other  security or collateral for,

                                        4
<PAGE>
or  guaranty  of,  any  or  all  of the Liabilities; and other acts or omissions
which,  in  the  absence  of  this  Section  18  would  operate so as to reduce,
                                    -----------
extinguish,  discharge  or  release  Guarantor's  liability  under this Guaranty
(except for payment by Guarantor of the Liabilities or the full and indefeasible
payment  of  the  Liabilities  and  when the Lender has no further obligation to
extend  credit  to  or  for the account of Borrower).  Guarantor understands and
agrees that this Guaranty remains fully enforceable notwithstanding any defenses
that  Borrower may assert on the Liabilities, or on any Liability, including but
not  limited to failure of consideration, breach of warranty, statute of frauds,
statute  of  limitations,  accord  and  satisfaction  and  usury.

          19.     Guarantor hereby waives (i) diligence, presentment, demand for
payment,  protest  or  notice,  whether  of  nonpayment,  dishonor,  protest  or
otherwise,  (ii)  any  and  all  claims,  counterclaims  or defenses based upon,
related  to  or  arising out of (a) any matter referred to in Section 18 of this
                                                              ----------
Guaranty,  (b)  any  issue  as  to  whether any sale or other disposition of any
collateral or other security for the Liabilities was conducted in a commercially
reasonable  fashion,  (c)  any  election of remedies by Lender, and (d) a theory
that  this  Guaranty  should be strictly construed against Lender, and (iii) all
other  defenses  under  applicable law that would, but for this clause (iii), be
available  to  Guarantor  as  a defense against, or a reduction, extinguishment,
discharge  or  release  of  its obligations under, this Guaranty (other than the
full  and  indefeasible  payment  of  the Liabilities and when the Lender has no
further  obligation  to  extend  credit  to  or  for  the  account of Borrower).

          20.     Guarantor  agrees  that,  while  any  of  the  Liabilities are
outstanding,  Guarantor  will not, without Lender's prior written consent (which
will  not  be  unreasonably withheld or delayed), transfer a material portion of
Guarantor's  assets,  including  transfers into a trust.  In the event Guarantor
desires to transfer any of its assets into a trust, the trust documents shall be
delivered  to  Lender  for  its  review  and  approval.  In  the event the trust
documents  are approved by Lender and Lender consents to such transfer, Lender's
consent thereto shall be conditioned upon such trust executing a guaranty of the
Liabilities  in  favor of Lender.  Guarantor acknowledges that Lender is relying
on  Guarantor's  assets  and  the  Pledge  Agreement  to  support the ability of
Guarantor  to  pay  the  Liabilities  and  that, consequently, any such transfer
without  Lender's  prior  written  consent  while  any  of  the  Liabilities are
outstanding  would  be  a  conveyance of assets to the trust intended to hinder,
delay  or  defraud  Guarantor's  creditors  generally  and  Lender specifically.

          21.     This  Guaranty is secured by a certain Pledge Agreement, dated
as of even date herewith (the "Pledge Agreement"), wherein Guarantor has granted
Lender  a  lien and security interest in Guarantor's warrant for the purchase of
shares  in  FHC  (the  "Warrants"), the corresponding shares of FHC stock in the
event  the  Warrants  are  exercised,  and  the  associated  Registration Rights
Agreement.  As  further  security  for  this Guaranty, Guarantor grants Lender a
security  interest  in any and all deposits (general or special, time or demand,
provisional  or final) at any time held and other indebtedness at any time owing
by  Lender  to  or for the credit or the account of Guarantor (collectively, the
"Deposits").  Upon  the  occurrence  and  during the continuance of any event of
default  under  any  instruments  evidencing  the  Liabilities, Lender is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law,  to  set  off and apply the Deposits against any and all of the Liabilities
irrespective of whether or not Lender shall have made any demand on Borrower and
although  such  obligations  may  be  contingent  or  unmatured.


                                        5
<PAGE>
          22.     With  the exception of any earlier or later guaranty agreement
of Guarantor referred to in Section 6 hereof, Guarantor warrants, represents and
                            ---------
agrees  that this Guaranty, together with any exhibits or schedules incorporated
herein,  fully  incorporates  the entire understanding and agreement between the
parties  concerning  the  subject matter hereof and supersedes any and all prior
understandings  and  agreements,  whether  oral  or written, between the parties
respecting  the  subject  matter  hereof.  No  course  of  dealing,  course  of
performance  or  trade usage, and no parol evidence of any nature, shall be used
to supplement or modify any of the terms hereof, nor are there any conditions to
the  full  effectiveness  of  this  Guaranty.

          23.     WITHOUT  LIMITING  THE RIGHT OF THE LENDER TO BRING ANY ACTION
OR  PROCEEDING AGAINST GUARANTOR OR AGAINST PROPERTY OF GUARANTOR ARISING OUT OF
OR RELATING TO THIS GUARANTY OR GUARANTOR'S LIABILITY HEREUNDER (AN "ACTION") IN
THE  COURTS  OF OTHER JURISDICTIONS, GUARANTOR HEREBY IRREVOCABLY SUBMITS TO AND
ACCEPTS  THE  EXCLUSIVE JURISDICTION OF ANY FEDERAL COURT SITTING IN MISSOURI OR
ANY  MISSOURI  STATE COURT SITTING IN THE CITY OR COUNTY OF ST. LOUIS, MISSOURI,
AND  GUARANTOR  HEREBY  IRREVOCABLY  AGREES  THAT  ANY  ACTION  MAY BE HEARD AND
DETERMINED  IN  SUCH  MISSOURI  STATE COURT OR IN SUCH FEDERAL COURT.  GUARANTOR
HEREBY  IRREVOCABLY  WAIVES  AND  DISCLAIMS,  TO  THE  FULLEST  EXTENT THAT SUCH
GUARANTOR  MAY  EFFECTIVELY  DO SO, ANY DEFENSE OR OBJECTION (INCLUDING, WITHOUT
LIMITATION,  ANY DEFENSE OR OBJECTION TO VENUE BASED ON THE GROUNDS OF FORUM NON
CONVENIENS) WHICH SUCH GUARANTOR MAY NOW OR HEREAFTER HAVE TO THE MAINTENANCE OF
AN  ACTION  IN ANY SUCH JURISDICTION.  NOTWITHSTANDING THE FOREGOING: (I) LENDER
HAS  THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST GUARANTOR OR, HIS, HER,
ITS  OR  THEIR  PROPERTY  IN  ANY  COURT  OF ANY OTHER JURISDICTION LENDER DEEMS
NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON ANY COLLATERAL, REAL ESTATE, THE
PLEDGE  AGREEMENT  OR  OTHER  SECURITY FOR THE LIABILITIES, AND (II) EACH OF THE
PARTIES  HERETO  ACKNOWLEDGES  THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE
IMMEDIATELY  PRECEDING  SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE
THOSE  JURISDICTIONS.  GUARANTOR  HEREBY IRREVOCABLY AGREES THAT THE SUMMONS AND
COMPLAINT  OR  ANY  OTHER  PROCESS IN ANY ACTION IN ANY SUCH JURISDICTION MAY BE
SERVED  BY  MAILING (USING CERTIFIED OR REGISTERED MAIL, POSTAGE PREPAID) TO THE
OFFICE  OR  RESIDENCE  ADDRESS  OF  SUCH  GUARANTOR  SET  FORTH BELOW OR BY HAND
DELIVERY  TO  A  PERSON  OF  SUITABLE  AGE AND DISCRETION AT SUCH ADDRESS.  SUCH
SERVICE WILL BE COMPLETE ON THE DATE SUCH PROCESS IS SO MAILED OR DELIVERED, AND
GUARANTOR  SHALL  HAVE  THIRTY  DAYS FROM SUCH COMPLETION OF SERVICE IN WHICH TO
RESPOND  IN  THE  MANNER  PROVIDED  BY LAW.  GUARANTOR MAY ALSO BE SERVED IN ANY
OTHER  MANNER PERMITTED BY LAW, IN WHICH EVENT GUARANTOR'S TIME TO RESPOND SHALL
BE  THE  TIME  PROVIDED  BY  LAW.


                                        6
<PAGE>
          24.     GUARANTOR  AND  THE  LENDER  HEREBY  EXPRESSLY AND IRREVOCABLY
WAIVE  AND  DISCLAIM  ALL  RIGHT  TO  TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM  ARISING  OUT  OF OR RELATING TO ANY LIABILITY UNDER THIS GUARANTY.

          25.     The word "Guarantor" as used herein refers to the undersigned,
his,  her,  its or their respective heirs, legal representatives, successors and
assigns and shall be read in the singular when this Guaranty is executed by only
one  Guarantor  or  where  the  context  otherwise  requires.

          26.     In  the event there is more than one Guarantor hereunder, this
Guaranty  may be executed in several counterparts, each of which shall be deemed
an  original  but all of which shall constitute one and the same instrument.  In
addition,  this  Guaranty may contain more than one counterpart of the signature
pages  and  this  Guaranty  may be executed by the affixing of the signatures of
each  Guarantor  to  one  of  such  counterpart  signature  pages,  all  of such
counterpart  signature  pages  to be read as though one, and they shall have the
same  force  and  effect  as though each Guarantor had signed the same signature
page.  For  purposes  of  this  Guaranty, a document (or signature page thereto)
signed and transmitted by Facsimile machine or telecopier is to be treated as an
original  document.

          27.     All  notices,  consents,  requests  and demands to or upon the
respective  parties  hereto  must be in writing, and will be deemed to have been
given  or made when delivered in person to those persons listed on the signature
pages  hereof  or  when deposited in the United States mail, postage prepaid, or
the overnight courier services, when delivered to the overnight courier service,
or in the case of telex or telecopy notice, when sent, verification received, in
each case addressed as set forth on the signature pages hereof, or to such other
address  as either party may designate by notice to the other in accordance with
the  terms  of  this Section.  No notice given to or demand made on Guarantor by
Lender  entitles  Guarantor  to  notice  or  demand  in  any  other  instance.

          28.     Each  of the rights and remedies of Lender under this Guaranty
is in addition to all of its other rights and remedies under applicable law, and
nothing  in  this  Guaranty  may  be  construed  as  limiting any such rights or
remedies.

          29.     Any  provision  of  this  Guaranty  which  is  prohibited,
unenforceable or not authorized in any jurisdiction is, as to such jurisdiction,
ineffective  to  the  extent  of  such  prohibition,  unenforceability  or
nonauthorization  without  invalidating  the  remaining  provisions  hereof  or
affecting  the  validity,  enforceability  or  legality of such provision in any
other  jurisdiction unless the ineffectiveness of such provision would result in
such  a  material change as to cause completion of the transactions contemplated
hereby  to  be  unreasonable.

          30.     This  Guaranty  is  to  be  governed  by  and  construed  and
interpreted  in  accordance  with  the  internal  Laws  of the State of Missouri
applicable  to  contracts  made  and  to  be performed wholly within such state,
without  regard  to  choice  or  conflicts  of  law  principles.


                                        7
<PAGE>
          31.     Guarantor, by executing this Guaranty, acknowledges receipt of
a copy of this Guaranty and that said Guarantor has had an opportunity to review
the  terms  and  conditions  hereof.

          32.     In  addition  to  the  waivers  set  forth  above,  if  now or
hereafter Borrower is or shall become insolvent and the Liabilities shall not at
all  times  until  paid  be  fully  secured  by  collateral pledged by Borrower,
Guarantor  hereby  waives  and  relinquishes in favor of Lender and Borrower and
their  respective successors and assigns 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  Code.

             THIS GUARANTY CONTAINS A BINDING JURY WAIVER PROVISION.

          IN  WITNESS  WHEREOF,  this Guaranty has been duly executed as of even
date  herewith.

                                       --------------------------------------
                                       Print  Name:  ____________________

WITNESS:

____________________________
Print  Name:  __________________

                                       Guarantor's  Address:
                                       _______________________
                                       _______________________
                                       _______________________
                                       _______________________  (telephone  no.)
                                       _______________________  (facsimile  no.)


                                        8
<PAGE>

STATE  OF  ____________          )
                                 )     SS
COUNTY  OF  _____________        )

     On  this  ____  day of _______________, 2001, before me personally appeared
______________________,  to  me  known  to  be  the persons described in and who
executed the foregoing instrument, and acknowledged that he executed the same as
his/her  free  act  and  deed.

     IN  TESTIMONY  WHEREOF, I have hereunto set my hand and affixed my official
seal  in  the  County and State aforesaid, the day and year first above written.



                                         _______________________________________
                                         Notary  Public

My  term  expires:

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