NORTH FORK BANK                 Date:
  275 Broad Hollow Rd               Borrower(s):
Melville, New York 11747            Guarantor(s):

                       PERSONAL GUARANTY OF ALL LIABILITY

In this  Guaranty  the  words,  1, me,  my and mine  mean each and all of us who
signed it and our successors and assigns. The words you an yours mean NORTH FORK
BANK, and its successors, subsidiaries, endorsees and assigns.

GUARANTY:  I hereby  guaranty  to you the  prompt and  unconditional  payment of
claims of every nature you have against

(each and all of whom are called "Borrower") and every  obligation and liability
of Borrower to you, which will be called  "Obligations."  Obligations  means all
items described below.

OBLIGATIONS:  Obligations  means all amounts  due to you of any nature,  whether
they already  exist,  are incurred at this time, or are incurred in the fixture,
whether  they are direct or indirect,  whether they are absolute or  contingent,
whether  they are secured or unsecured  whether  they are matured or  unmatured,
whether they were  incurred by the Borrower  alone or jointly  and/or  severally
with others,  whether they were originally  contracted with you and /or other(s)
and now or later owing to you,  whether or not they are  represented by purchase
or repurchase agreements.  Obligations include, but are not limited to, all sums
just described,  late charges,  disbursements,  legal fees, and any amount still
due after you take any existing collateral.

CONSIDERATION:  I give this  Guaranty to you in return for your doing and having
done the following for Borrower:  making loans, advances,  extensions,  renewal,
acquiring  notes and  security  documents  and  extending  and  other  financial
accommodation.

LIEN FOR LIABILITY OF GUARANTOR:  I give to you a continuing lien for the amount
of all of my obligations  and liabilities to you upon any and all of my property
including  deposits  and credits now or later held by you.  My  obligations  and
liabilities to you, which will be called  "Liabilities",  mean all amount due to
you from me of any nature,  including  but not limited to amounts due under this
Guaranty  whether they already exist, are incurred at this time, or are incurred
in the future, whether they are direct or indirect, whether they are absolute or
contingent,  whether they are secured or unsecured,  whether they are matured or
unmatured,  whether they were incurred by me alone or jointly or severally  with
others or whether they were originally contracted with you and/or others and are
now or later owing to you.  Property held by you means all property  which is in
your  possession,  whether held now or coming into your  possession  latter,  or
whether  received  by  you  for  safekeeping,   custody,  pledge,  transmission,
collection or otherwise.  I authorize you to apply any  such property,  deposits
or credits at any time without notice to my  Liabilities  to you,  regardless of
whether  security  is held for such  Liabilities.  All  property  held by you is
called "Collateral Security".

BANK'S  RIGHTS  WITH  RESPECT  TO  COLLATERAL  SECURITY:  You  may do any of the
following without notice to me and I will continue to be fully liable under this
Guaranty which will remain in full force and effect:

(a)  Renew,  extend,  modify,  accelerate,  compromise  or  release  any  of the
obligations or liabilities  of Borrower or any  co-guarantor  or any other party
for or on any of the Obligations, Liabilities or Collateral Security in whole or
in part at any time or times;

(b)  Exchange,  sell,  surrender,  substitute,  liquidate  or release any or all
collateral or liens for any Obligations;

(c) Exchange,  release,  substitute or delay or fail to take action with respect
to ally  Collateral  Security,  including  but not  limited to  collect,  demand
payment  of,  protest  or give  notice  of  non-payment  or  comply  with  legal
requirements  with  respect to  establishing  or  maintaining  the  validity  or
priority of liens;

(d)  Register  in your name or the name of your  nominee  any  stocks,  bonds or
securities  held by you  whether or not any  default  exists.  You may  exercise
without limitation all voting and corporate rights with respect to stocks, bonds
and securities  whether or not you have registered them in your name and whether
or not default exists.  These rights include, but are not limited to conversion,
exchange and subscription.  You may file a proof of claim for the full amount of
any  collateral  security and rate the claim as you deem proper.  Your liability
shall be only to account for property  actually  received by you. You shall have
no duty to  exercise  any of these  rights and will not be  responsible  for any
failure to do so or delay in so doing;

(e) Sell all or any part of the Collateral Security  deposited,  pledged or held
by you for the Liabilities whether the Liabilities are absolute or contingent or
matured or unmatured  whenever in your absolute and unrestricted  discretion you
consider  such sale  necessary for your  protection.  You may sell in the manner
described  below without  notice or demand to me of any kind,  including but not
limited to demands for additional  Collateral Security or payment on account and
Notice of Sale or intention to sell. If you do give such Notice or Demand at any
time or  times,  this  will not be  considered  a waiver  of your  right to sell
without  Notice or Demand or of your right to  accelerate  the  maturity  of the
Liabilities.

DEFAULT AND  ACCELERATION:  My  Liabilities  shall  become  immediately  due and
payable  notwithstanding  any inconsistent  provision in any other document upon
the happening of any of the following:


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(a) My failure to perform any agreement  contained in this Guaranty or any other
agreement  delivered by me to you.  Your  determination  of the occurence of any
failure shall be binding on me;

(b)  Default  in the  prompt  payment  of any  amount  due upon any  Obligation,
Liability, or Collateral Security;

(c) My death or the death of any co-guarantor or Borrower, if individuals, or my
dissolution or a change in my  composition,  if  partnership,  or a dissolution,
merger or consolidation,  if a corporation, or my inability to manage my affairs
or the appointment of representative of any kind for me or my property;

(d) My  seeking  relief  under  any State or  Federal  Law  affording  relief to
debtors,  including,  but not limited to, Title 11 of the United States Code and
the New York State Debtor and Creditor Law, or the seeking of any such relief by
creditors against me;

(e) My making a bulk transfer of my property or liquidation my business;

(f) My  failure  to  supply  financial  information  upon  request  or to permit
examination  of my books and  records  upon  request or to supply  any  document
requested by you in connection with this Guaranty;

(g) Any representation made by me to you is false in any material respect;

(h) My failure to pay or withhold any tax(es) when due;

(i) The entry of any  judgment  or order of  attachment  against me or any of my
property;

(j) The  occurrence  of any  other  event or a  material  adverse  change  in my
financial affairs or condition which causes you to deem yourself insecure;

(k) Granting a security interest in any of my property;

(1) My failure to comply with  Regulation U of the Federal  Reserve Board as now
existing or as amended;

(m) The occurrence of any of the above events with respect to any Guarantor, the
Borrower or any party to the Obligations, Liabilities or Collateral Security.

All of the above shall be "events of default".

REMEDIES IN EVENT OF DEFAULT:  If an event of default occurs,  you may do any or
all of the  following  without  notice or demand in   addition to  declaring  my
Liabilities immediately due:

(a) Collect,  receive and realize upon the Collateral  Security by any means you
deem advisable, including but not limited to, public or private sales;

(b) Apply the net proceeds  realized from Collateral  Security to the payment in
whole or in part of any of my Liabilities  you choose.  I will remain liable for
any deficiency  remaining  after the application.  "Net proceeds"  means the net
amount realized after payment of all costs,  disbursements and expenses incurred
with respect to the Collateral  Security  including an attorney's fee of 20% the
amount due to you;

(c)  Exercise all rights and  remedies of a secured  creditor  under the Uniform
Commercial Code;

WAIVER OF NOTICE: I waive notice of the following:

(a)  Acceptance  of this  Guaranty and of the  creation,  renewal,  extension of
accrual of any  Obligation.  All Obligations  shall  conclusively be presumed to
have  been  created  and  all  transactions   between  Borrower  and  you  shall
conclusively be presumed to have occurred in reliance on this Guaranty;

(b)  Protest,  demand for  payment,  notice of default  and  non-payment  to any
Guarantor  or Borrower or any other party  responsible  for the  Obligations  or
Liabilities.

NATURE OF GUARANTY:  This Guaranty is an absolute,  continuing and unconditioned
guaranty of payment. It is not dependent on any other writing or fact, including
but not limited to the  validity,  regularity  or  enforceability  of any of the
Obligations or purported  Obligations,  the taking or failure to take a security
interest in any property, the bankruptcy of Borrower or any other Guarantor,  or
the  termination  of any  other  guaranty.  You do not have to take  any  action
against  Borrower or any other  guarantor or any  security  for the  Obligations
before  seeking  payment  from me. I will remain  liable  hereunder  despite the
occurrence  or  non-occurrence  of any event  which would in the absence of this
provision  be  deemed an  equitable  or legal  discharge  of a  guarantor.  This
Guaranty may be terminated by written notice actually  delivered to and received
by you at your office at 275 Broad Hollow Rd. Melville, New York 11747, but only
as to new Obligations of Borrower  subsequently  incurred.  Termination shall be
effective  upon  execution  and delivery to me of written and other  Liabilities
arising out of same and this  Guaranty  shall  continue in full force and effect
with respect to some.  All payments made on account of or  re-acknowledgment  of
the Obligations of Borrower, or any other party liable therefore,  including but
not  limited to me,  shall be deemed  made on my behalf and shall start anew the
running of the applicable  statue of limitations.  The execution and delivery of
this Guaranty shall not terminate any other prior guaranties.

MISCELLANEOUS: All notices to or demands on me which you choose to make shall be
deemed effective when forwarded by mail,  telegraph,  telephone,  cable radio or
otherwise to my last address or telephone number appearing on your books, if not
otherwise sooner given, and shall have the same effect as of notice was actually
delivered to and received by me in person. All of your rights and remedies under
this Guaranty are cumulative;  you may exercise them singly or at the same time.
I waive the benefit of any homestead or other exemption to the extent  permitted
by law. This  Guaranty  shall pass to and may be relied upon and enforced by any
of your successors or


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assignees and anyone who later holds any of the Obligations. The term "Borrower"
shall include (a) the Borrower  listed above,  successors  and entitles to which
substantially  all of the business and assets of Borrower have been transferred,
(c) in the case of a partner any new partnerships  created by admission of a new
partner(s) or by dissolution by death,  resignation or withdrawal and (d) in the
case  corporation,  any  corporation  into or with which  Borrower  has  merged,
consolidated,  reorganized or absorbed. If you employ an attorney enforce any of
your  rights  under this  Guaranty  or to obtain  payment  under this  Guaranty,
whether by lawsuit or otherwise,  I agree to reasonable  attorney  fees. I waive
trial  by jury and the  right to  interpose  counterclaims  of all  types in any
action by you  against  me,  although  I may raise  these  claims in a  separate
lawsuit.  You shall not be deemed to have  waived any right or remedy and delay,
act, or  omission  waivers by you must be in writing and signed by you and shall
relate  only  to  the  matters  set  forth  therein.  No  waiver  by  you or any
occ[ILLEGIBLE]  shall act as a waiver with respect to any future occasion.  This
Guaranty  contains  the  understanding  between  you and me. All changes be in a
signed writing. No executory agreement shall be effective to change or modify or
to  discharge  this  Guaranty.  If more  than  person  signs  this or any  other
Guaranty,  each is jointly and severally liable; if a partnership,  each partner
is bound jointly and severally.  [ILLEGIBLE]  jointly and severally  liable with
any other  guarantor  or  obligor  of the  obligation.  If any  portion  of this
Guaranty is  unenforceable  remainder shall continue to be valid.  This Guaranty
shall be construed in accordance with the laws of the State of New York (without
re[ILLEGIBLE]  to its  conflicts  of laws  rules)  and I agree  that  service of
process  of  certified  mail,  return  receipt  requested,  to my  last  address
appearing your books will be sufficient to conver personal liability on me.

RETAIL INSTALLMENT  CONTRACT:  If this Guaranty covers  Obligations  including a
Retail  Installment  Contract as defined by New York State Personal Property Law
ss. ss. 313, 420, then the following applies:

Identity of Contract: __________________________________________________________

Time Balance: (Total of Payments) $_____________________________________________

CLAIMS AND  REPAYMENT:  If a claim is ever made against you and you repay to any
person  amounts by you on  account  of a  Obligation,  Liability  or  Collateral
Security,  by  reason  of  any  judgement,  settlement,  or  other  disposition,
regardless  of  whether  this  Guaranty  has  been  terminated  or  whether  any
Obligation has been  cancelled,  I will be liable to you for all such amounts as
if they had never  been  [ILLEGIBLE]  to you.  Notwithstanding  anything  to the
contrary in this guaranty,  I hereby  irrevocably waive all rights I may have at
law or  [ILLEGIBLE]  (including  without limit,  any law  subrogating me to your
rights)   to  seek   contribution,   indemnification,   or  any  other  form  of
reimbursement from the Borrower, any other guarantor, or any other person now or
hereafter primarily or secondarily liable for any obligations of the Borrower to
you, for any payment or disbursement made by me under or in connection with this
guaranty or otherwise.

IN WITNESS  WHEREOF,  I have  executed  this  document as of the date  indicated
above:

                                             Signature: /s/ MICHAEL O'REILLY
                                                        ------------------------
                                             Address:

STATE OF NEW YORK        )

                         ) SS.:

COUNTY 0E                )

     On the _____________ day of ______________, 199_, before me personally
appeared ______________ to me known to be the individual described in and who
executed the foregoing Guaranty, tend duly acknowle~ed the same.

                                                        ------------------------
                                                        Notary Public

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