EXHIBIT 10.16

THE BANK OF NEW YORK

                                     FORM OF
                                GENERAL GUARANTEE
                                    (SECURED)


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(Banking Office)


      FOR VALUE RECEIVED,  and in  consideration  of loans made or to be made or
credit otherwise extended or to be extended by THE BANK OF NEW YORK (the "Bank")
to  or  for  the   account  of   _____________________   (the   "Borrower")   of
_____________________________  from  time to time and at any time and for  other
good and valuable  consideration  and to induce the Bank, in its discretion,  to
make or commit to make such loans or  extensions  of credit and to make or grant
such renewals,  extensions,  releases of collateral or  relinquishments of legal
rights as the Bank may deem advisable,  the undersigned  (jointly and severally,
if more than one guarantor,  whether  executing the same  instrument or separate
instruments)  absolutely and  unconditionally  guarantees to the Bank the prompt
payment when due, whether by acceleration or otherwise, of all present or future
obligations and liabilities of any and all kinds of the Borrower to the Bank and
of all instruments of any nature  evidencing or relating to any such obligations
and liabilities  upon which the Borrower or one or more parties and the Borrower
is or may become liable to the Bank,  whether incurred by the Borrower as maker,
indorser,  drawer,  acceptor,  guarantor,   accommodation  party,  counterparty,
purchaser,  seller or  otherwise,  and whether due or to become due,  secured or
unsecured,  absolute or  contingent,  joint  and/or  several,  and  howsoever or
whensoever  acquired  by  the  Bank  (all  of  which  are  referred  to  as  the
"Obligations"),  and  irrespective  of the  genuineness,  validity,  regularity,
discharge,  release 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 or of the obligations of the undersigned
under this guarantee.  The Obligations  shall include interest  accruing thereon
before or after the commencement of any insolvency, bankruptcy or reorganization
proceeding in respect of the Borrower or any other  guarantor of the Obligations
whether or not such interest is an allowable  claim in any such  proceeding  and
irrespective  of the discharge or release of the Borrower or any other guarantor
in such proceeding.

      The  undersigned  assents  that the Bank 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,  release,
substitute or surrender any  collateral  for,  renew or extend any of, or change
the amount of, the  Obligations  or increase the interest rate thereon,  and may
also make any  agreement  with the Borrower or with any other party to or person
liable  on  any of  the  Obligations  or any  guarantor  of or  hypothecator  of
collateral or other surety for such 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 the Bank and the Borrower or any such other party or person,  without in
any way impairing or affecting this guarantee.

      The  undersigned  agrees  that this  guarantee  shall not be  impaired  or
otherwise  affected by any failure to call for, take, hold,  protect or perfect,
continue the  perfection  of or enforce any  security  interest in or other lien
upon, any collateral for the Obligations,  or by any failure to exercise,  delay
in the  exercising  or waiver of, or  forbearance  with respect to, any right or
remedy available to the Bank with respect to the Obligations.

      The  undersigned  acknowledges  that it has derived or expects to derive a
financial  or other  benefit  from each and  every  Obligation  incurred  by the
Borrower to the Bank.

      The  undersigned  waives notice of the acceptance of this guarantee and of
the making of any such loans or  extensions  of credit or the  incurrence of any
Obligation,  presentment to or demand of payment from anyone  whomsoever  liable
upon any of the  Obligations,  protest,  notice of  presentment,  nonpayment  or
protest and notice of any sale or other  disposition  of collateral  security or
any default of any sort.

      All  liabilities  of the  undersigned to the Bank under this guarantee are
secured  pursuant  to  the  terms  of any  security  agreement  executed  by the
undersigned  in favor of the Bank dated of even date herewith as such  agreement
may be amended or modified  from time to time and any other  security  agreement
that the  undersigned  shall have executed or shall at any time execute in favor
of the Bank, and the Bank is entitled to all of the benefits thereof.


<PAGE>

      The undersigned  agrees to pay all costs and expenses incurred by the Bank
incidental  to or in any way relating to the  enforcement  or  protection of the
rights  of the  Bank  hereunder  or  with  respect  to  any of the  Obligations,
including, but not limited to, reasonable attorneys' fees and expenses,  whether
or not litigation is commenced.

      This  is a  continuing  guarantee  and  shall  apply  to  all  Obligations
notwithstanding  that at any particular time any or all of the Obligations shall
have been paid in full. This guarantee shall remain in full force and effect and
be binding upon the undersigned,  and the undersigned's  successors and assigns,
until written notice of its  revocation  shall actually be received by the Bank.
No such  revocation  shall release the  undersigned  or affect in any manner the
rights,  remedies,  powers,  security interests and liens of the Bank under this
guarantee with respect to any of the Obligations  which shall have been created,
contracted,  assumed  or  incurred  prior to actual  receipt by the Bank of such
written  notice of  revocation  and any  renewals or  extensions  thereof or any
Obligations which shall have been created, contracted, assumed or incurred after
actual receipt of such written notice pursuant to any agreement  entered into by
the Bank prior to actual  receipt of such  written  notice and any  renewals  or
extensions  thereof.  Any such  revocation by one of the  undersigned  shall not
affect the continuing liabilities hereunder of such of the undersigned as do not
give  notice of  revocation.  If any of the  present or future  Obligations  are
guaranteed by persons, partnerships, limited liability companies or corporations
in addition to the undersigned,  the death,  release or discharge in whole or in
part, or the  bankruptcy,  liquidation  or  dissolution  of one or more of them,
shall not  discharge or affect the  liabilities  of the  undersigned  under this
guarantee.

      This guarantee shall continue to be effective, or shall be reinstated,  as
the case may be, if at any time payment of all or any part of any payment of any
of the  Obligations  is  rescinded  or must be  restored or returned by the Bank
whether  under  any  insolvency,  bankruptcy,   receivership  or  reorganization
proceeding or otherwise.

      This guarantee may be assigned by the Bank and its benefits shall inure to
the successors, indorsees and assigns of the Bank.

      This  guarantee is a guarantee of payment and not of  collection,  and the
Bank shall be under no obligation to take any action against the Borrower or any
other  person  liable with  respect to any of the  Obligations  or resort to any
collateral  security  securing  any of the  Obligations  or this  guarantee as a
condition  precedent to the  undersigned  being obligated to make payment and to
perform as agreed herein. The undersigned hereby waives any right to



<PAGE>


claim or  interpose  any  defense,  counterclaim  or  offset of any  nature  and
description which it may have or which may exist between and among the Bank, the
Borrower and/or the undersigned or to seek injunctive relief.

      Promptly upon the Bank's request,  the undersigned  agrees to furnish such
information  (including financial statements and tax returns of the undersigned)
to the Bank and to permit the Bank to inspect  and make  copies of its books and
records, as the Bank shall reasonably request from time to time.

      The undersigned authorizes the Bank to date this guarantee and to complete
any blank space  herein  according  to the terms upon which this  guarantee  was
given.

      Any notice to the Bank shall be  effective  only upon  receipt by the Bank
and if directed  to the Bank at its banking  office set forth above or any other
address hereafter specified by written notice from the Bank to the undersigned.

      Until such time as the Bank shall have received payment in full in cash in
satisfaction of all of the Obligations,  the undersigned  waives any right to be
subrogated  to the rights of the Bank with respect to the  Obligations,  and the
undersigned  waives any right to and agrees that it will not  institute  or take
any  action  against  the  Borrower  seeking   contribution,   reimbursement  or
indemnification  by the  Borrower  with  respect  to any  payments  made  by the
undersigned to the Bank hereunder.

      Every provision of this guarantee is intended to be severable; if any term
or provision of this guarantee shall be invalid,  illegal or  unenforceable  for
any reason whatsoever, the validity, legality or enforceability of the remaining
provisions hereof shall not in any way be affected or impaired thereby.

      No  failure  on the  part  of the  Bank  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 the Bank of any right,
remedy or power hereunder  preclude any other or future exercise  thereof or the
exercise of any other right, remedy or power.

      Each and every  right,  remedy  and power  hereby  granted  to the Bank or
allowed it by law or other  agreement  shall be cumulative  and not exclusive of
any other right,  remedy or power,  and may be exercised by the Bank at any time
and from time to time.

      This guarantee contains the entire agreement and understanding between the
Bank  and  the  undersigned  with  respect  to the  subject  matter  hereof  and
supersedes  all prior  agreements  and  understandings  relating  to the subject
matter hereof. This guarantee may not be amended,  and compliance with its terms
may not be waived,  orally or by course of dealing, but only by a writing signed
by an authorized officer of the Bank.

      Until  cash  payment  in full of the  Obligations,  the  liability  of the
undersigned under this guarantee shall not be released.


<PAGE>

IF THE UNDERSIGNED IS A CORPORATION:

      The  undersigned  represents  and  warrants  that  the  undersigned  is  a
corporation duly organized, validly existing and in good standing under the laws
of the state of its incorporation;  that the execution, delivery and performance
of this guarantee are within the  undersigned's  corporate  powers and have been
duly  authorized  by  all  necessary  action  of  its  board  of  directors  and
shareholders; and that each person executing this guarantee has the authority to
execute and deliver this guarantee on behalf of the undersigned.

IF THE UNDERSIGNED IS A LIMITED LIABILITY COMPANY:

      The undersigned  represents and warrants that the undersigned is a limited
liability  company duly organized,  validly  existing and in good standing under
the laws of the state of its  organization;  that the  execution,  delivery  and
performance  of this guarantee are within the  undersigned's  company powers and
have been duly authorized by all necessary action of its members;  and that each
person  executing  this  guarantee has the authority to execute and deliver this
guarantee on behalf of the undersigned.

IF THE UNDERSIGNED IS A PARTNERSHIP:

      The  undersigned  represents  and  warrants  that  the  undersigned  is  a
partnership  duly formed under the laws of the state of its formation;  that the
execution,   delivery  and   performance   of  this  guarantee  are  within  the
undersigned's  partnership powers and have been duly authorized by all necessary
action of its partners and do not contravene  the provisions of its  partnership
agreement;  and that each person  executing  this guarantee has the authority to
execute and deliver this guarantee on behalf of the undersigned.

      THIS  GUARANTEE  SHALL BE CONSTRUED  AND  INTERPRETED,  AND ALL RIGHTS AND
OBLIGATIONS  HEREUNDER  SHALL BE DETERMINED,  IN ACCORDANCE WITH THE LAWS OF THE
STATE  OF NEW YORK  WITHOUT  REGARD  TO  PRINCIPLES  OF  CONFLICT  OF LAWS.  THE
UNDERSIGNED  SUBMITS TO THE  JURISDICTION OF STATE AND FEDERAL COURTS LOCATED IN
THE CITY AND STATE OF NEW YORK IN  PERSONAM  AND  AGREES  THAT ALL  ACTIONS  AND
PROCEEDINGS RELATING DIRECTLY OR INDIRECTLY TO THIS GUARANTEE SHALL BE LITIGATED
ONLY IN SAID COURTS OR COURTS LOCATED  ELSEWHERE AS THE BANK MAY SELECT AND THAT
SUCH COURTS ARE CONVENIENT  FORUMS. THE UNDERSIGNED WAIVES PERSONAL SERVICE UPON
IT AND  CONSENTS  TO  SERVICE OF  PROCESS  OUT OF SAID  COURTS BY MAILING A COPY
THEREOF TO IT BY REGISTERED OR CERTIFIED MAIL.



<PAGE>

      THE  UNDERSIGNED  AND THE  BANK  WAIVE  THE  RIGHT TO TRIAL BY JURY IN ANY
ACTION OR PROCEEDING BASED UPON,  ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS
GUARANTEE OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THE OBLIGATIONS.

      IN WITNESS  WHEREOF,  this agreement has been executed by the under-signed
as of the date first written above.

NAME OF GUARANTOR:                                       In ADDRESS OF GUARANTOR




SIGNATURE OF GUARANTOR
OR AUTHORIZED SIGNER:
If Authorized Signer
Name:
Title:


SIGNATURE OF GUARANTOR
OR AUTHORIZED SIGNER:
If Authorized Signer
Name:
Title:


                  [THE APPROPRIATE ACKNOWLEDGMENT ON FOLLOWING PAGES
                                  MUST BE COMPLETED]



<PAGE>


ACKNOWLEDGMENT FOR CORPORATION

State of                       )
                               ) ss.:
County of                      )

On the ____ day of ___________, before me personally came ______________,  to me
known, who, being by me duly sworn, did depose and say that (s)he resides at
that (s)he is the                   of
the corporation described in and which executed the foregoing instrument;  and
that (s)he signed (his) (her) name thereto by order of the board of directors of
said corporation.


                                                       -------------------------
                                                            NOTARY PUBLIC

State of                       )
                               ) ss.:
County of                      )

On the       day of _____, 199 , before me personally came                  , to
me known, who, being by me duly sworn, did depose and say that (s)he resides at
that (s)he is the                   of
the corporation described in and which executed the foregoing instrument;  and
that (s)he signed (his) (her) name thereto by order of the board of directors of
said corporation.

                                                       -------------------------
                                                            NOTARY PUBLIC

ACKNOWLEDGMENT FOR PARTNERSHIP

State of                       )
                               ) ss.:
County of                      )

On the     day of _____, 199 , before me personally came                    , to
me known, who, being by me duly sworn, did depose and say that (s)he resides at
that (s)he is the                   of
the corporation described in and which executed the foregoing instrument;  and
that (s)he signed (his) (her) name thereto by order of the board of directors of
said corporation.

                                                       -------------------------
                                                            NOTARY PUBLIC


State of                       )
                               ) ss.:
County of                      )

On the     day of _____, 199 , before me personally came                    , to
me known, who, being by me duly sworn, did depose and say that (s)he resides at
that (s)he is the                   of
the corporation described in and which executed the foregoing instrument;  and
that (s)he signed (his) (her) name thereto by order of the board of directors of
said corporation.

                                                       -------------------------
                                                            NOTARY PUBLIC
<PAGE>


ACKNOWLEDGMENT FOR INDIVIDUAL

State of                       )
                               ) ss.:
County of                      )

On the     day of _____, 199 , before me personally came                    , to
me known, who, being by me duly sworn, did depose and say that (s)he resides at
that (s)he is the                   of
the corporation described in and which executed the foregoing instrument;  and
that (s)he signed (his) (her) name thereto by order of the board of directors of
said corporation.

                                                       -------------------------
                                                            NOTARY PUBLIC
State of                       )
                               ) ss.:
County of                      )

On the     day of _____, 199 , before me personally came                    , to
me known, who, being by me duly sworn, did depose and say that (s)he resides at
that (s)he is the                   of
the corporation described in and which executed the foregoing instrument;  and
that (s)he signed (his) (her) name thereto by order of the board of directors of
said corporation.

                                                       -------------------------
                                                            NOTARY PUBLIC

ACKNOWLEDGMENT FOR LIMITED LIABILITY COMPANY

State of                       )
                               ) ss.:
County of                      )

On the     day of _____, 199 , before me personally came                    , to
me known, who, being by me duly sworn, did depose and say that (s)he resides at
that (s)he is the                   of
the corporation described in and which executed the foregoing instrument;  and
that (s)he signed (his) (her) name thereto by order of the board of directors of
said corporation.

                                                       -------------------------
                                                            NOTARY PUBLIC

State of                       )
                               ) ss.:
County of                      )

On the     day of _____, 199 , before me personally came                    , to
me known, who, being by me duly sworn, did depose and say that (s)he resides at
that (s)he is the                   of
the corporation described in and which executed the foregoing instrument;  and
that (s)he signed (his) (her) name thereto by order of the board of directors of
said corporation.

                                                       -------------------------
                                                            NOTARY PUBLIC


<PAGE>


                             LIMITATION OF LIABILITY
     (THE FOLLOWING PROVISIONS SHALL BE EFFECTIVE ONLY IF EXECUTED BY A DULY
                         AUTHORIZED OFFICER OF THE BANK)

      Notwithstanding  the aggregate amount of the Obligations  which may become
due to the Bank  from the  Borrower  at any  time  and  from  time to time,  the
liability of the guarantor  under this guarantee  shall be limited to the sum of
(i) $  __________(hereinafter  referred to as the "Maximum  Amount"),  (ii) such
portion of the interest, legal expenses,  insurance, taxes and other charges and
expenses as are  provided for in the  instruments  or other  documents  (if any)
evidencing  the  Obligations  of the Borrower as the Maximum Amount bears to the
aggregate principal amount of all Obligations of the Borrower to the Bank at the
time the Bank  demands  payment  under  this  guarantee  and (iii) all  expenses
(including, but not limited to, reasonable attorneys' fees and expenses, whether
or not  litigation  is  commenced)  in any way  relating to the  enforcement  or
protection  of the rights of the Bank under this  guarantee.  It is  understood,
however, that the Obligations of the Borrower to the Bank may at any time exceed
the Maximum Amount without affecting the liabilities of the guarantor under this
guarantee.


                                                     ---------------------------
                                                      BANK OFFICER