GUARANTY

     

    I.  RECITALS

     

    Reference
      is made to those certain Promissory Notes dated as of May 15, 2006 collectively,
      (the “Notes”) in the aggregate principal amount of $2,350,000 (as such principal
      amount may be increased or decreased pursuant to the Merger Agreement dated
      as
      of May 15, 2006 by and among a21, Inc., a Texas corporation (the “Guarantor”),
      AE Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary
      of
      the Guarantor, ArtSelect, Inc., a Delaware corporation (“Borrower”), the
      noteholders set forth on Exhibit
      A
      attached
      hereto (each, a “Lender” and collectively the “Lenders”), and Udi Toledano, as
      stockholder representative), made by Borrower in favor of the Lenders. Udi
      Toledano acts as administrative and collateral agent for Lenders under the
      terms
      of the Notes (in such capacity “Administrative Agent”). 

     

    As
      one of
      the conditions for accepting the Notes, the Lenders have required that the
      undersigned Guarantor guaranty the obligations of Borrower to the Lenders
      arising under the Notes as herein provided. 

     

    Guarantor
      is the sole shareholder of Borrower and will receive substantial direct and
      indirect benefit by reason of Lenders accepting the Notes, and Guarantor has
      determined that its execution, delivery and performance of this Guaranty are
      in
      the best interests of Guarantor.

     

    Capitalized
      terms used and not otherwise defined herein shall have the respective meanings
      provided for in the Notes.

     

    II.  GUARANTY

     

    Therefore,
      for value received, and in consideration of the financial accommodations under
      the Notes, Guarantor hereby unconditionally guaranties the full and prompt
      payment when due in accordance with the terms and conditions of the Notes,
      whether at maturity or earlier, by reason of acceleration or otherwise, and
      at
      all times thereafter, of all of obligations, liabilities and indebtedness of
      every kind, nature and description owing by the Borrower to Lenders or the
      Administrative Agent evidenced by or arising under the Notes, whether direct
      or
      indirect, absolute or contingent, joint or several, due or not due, primary
      or
      secondary, liquidated or unliquidated, including principal, interest, charges,
      fees, costs, indemnities and expenses, however evidenced, whether as principal,
      surety, endorser, guarantor or otherwise, whether now existing or hereafter
      arising, whether arising before, during or after the initial or any renewal
      term
      of the Notes, whether arising before, during or after the commencement of any
      insolvency proceeding with respect to the Borrower (and including the payment
      of
      interest, fees, costs, expenses and other amounts which would accrue and become
      due but for the commencement of such insolvency proceeding, whether or not
      such
      interest is allowed or allowable in whole or in part in any such insolvency
      proceeding) (collectively, the “Obligations”).


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Guarantor
      hereby agrees that this Guaranty is a present and continuing guaranty of payment
      and not of collection and that its obligations hereunder shall be
      unconditional.

     

    Guarantor
      hereby agrees to pay any and all reasonable expenses (including reasonable
      attorney’s fees and expenses) which may be incurred by Lenders and/or the
      Administrative Agent in enforcing their rights under this Guaranty.


     

    Notwithstanding
      any provision of this Guaranty to the contrary, it is intended that this
      Guaranty, not constitute a “Fraudulent Conveyance” (as defined below).
      Consequently, Guarantor agrees that if this Guaranty, would, but for the
      application of this sentence, constitute a Fraudulent Conveyance, this Guaranty
      shall be valid and enforceable only to the maximum extent that would not cause
      this Guaranty to constitute a Fraudulent Conveyance, and this Guaranty shall
      automatically be deemed to have been amended accordingly at all relevant times.
      For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance or
      fraudulent transfer under Section 548 of Chapter 11 of Title 11 of the United
      States Code (11 U.S.C. Section 101 et seq.), as amended or a fraudulent
      conveyance or fraudulent transfer under the provisions of any applicable
      fraudulent conveyance or fraudulent transfer law or similar law of any state,
      nation or other governmental unit, as in effect from time to time.

     

    No
      payment made by or for the account or benefit of Guarantor pursuant to this
      Guaranty shall entitle Guarantor, by subrogation or otherwise, to any payment
      by
      Borrower or from or out of any property of Borrower.

     

    Guarantor
      hereby waives diligence, presentment, demand of payment, filing of claims with
      a
      court in the event of any bankruptcy proceeding (or other insolvency proceeding)
      of Borrower, protest or notice with respect to the Obligations and all demands
      whatsoever, and covenants that this Guaranty will not be discharged, except
      by
      complete and irrevocable payment and performance of all the obligations and
      liabilities contained herein. No notice to Guarantor or any other party shall
      be
      required for Administrative Agent, on behalf of Administrative Agent or any
      Lender, to make demand hereunder. Upon the occurrence and during the continuance
      of any Event of Default, Administrative Agent may, at its sole election, proceed
      directly and at once, without notice, against any Guarantor to collect and
      recover the full amount or any portion of the Obligations, without first
      proceeding against Borrower, any other individual or entity or any security
      or
      collateral for the Obligations. Administrative Agent shall have the exclusive
      right to determine the application of payments and credits, if any, from
      Guarantor, Borrower, any other individual or entity, or any security or
      collateral for the Obligations, on account of the Obligations or of any other
      liability of Guarantor to Administrative Agent and Lenders arising
      hereunder.

     

    Guarantor
      hereby assumes responsibility for keeping itself informed of the financial
      condition of Borrower, and any and all endorsers and other guarantors of all
      or
      any part of the Obligations and of all other circumstances bearing upon the
      risk
      of nonpayment of the Obligations or any part thereof that diligent inquiry
      would
      reveal, and Guarantor hereby agrees that neither Administrative Agent nor any
      Lender shall have any duty to advise Guarantor of information known to such
      Administrative Agent or Lender regarding such condition or any such
      circumstances. Guarantor hereby acknowledges familiarity with Borrower’s
      financial condition and that it has not relied on any statements by
      Administrative Agent or any Lender in obtaining such information. In the event
      Administrative Agent or any Lender, in its reasonable discretion, undertakes
      at
      any time or from time to time to provide any such information to Guarantor,
      neither Administrative Agent nor any Lender shall be under any obligation (i)
      to
      undertake any investigation with respect thereto, (ii) to disclose any
      information which, pursuant to accepted or reasonable commercial finance
      practices, Administrative Agent or such Lender wishes to maintain confidential
      or (iii) to make any other or future disclosures of such information, or any
      other information, to such Guarantor.


    
      
        
        

      

      
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    Guarantor
      consents and agrees that neither Administrative Agent nor any Lender shall
      be
      under any obligation to marshal any assets in favor of Guarantor or against
      or
      in payment of any or all of the Obligations. Guarantor further agrees that,
      to
      the extent that Borrower makes a payment or payments to Administrative Agent
      or
      any Lender, or Administrative Agent or any Lender receives any proceeds of
      Collateral, which payment or payments or any part thereof are subsequently
      invalidated, declared to be fraudulent or preferential, set aside or required
      to
      be repaid to Borrower, its estate, trustee, receiver or any other party,
      including without limitation Guarantor, under any bankruptcy law, state or
      federal law, common law or equitable cause, then to the extent of such payment
      or repayment, the Obligations or the part thereof which has been paid, reduced
      or satisfied by such amount shall be reinstated and continued in full force
      and
      effect as of the date such initial payment, reduction or satisfaction occurred,
      and this Guaranty shall continue to be in existence and in full force and
      effect, irrespective of whether any evidence of indebtedness has been
      surrendered or cancelled.

     

    Guarantor
      also waives all presentments, demands for performance, notices of
      nonperformance, protests, notices of protest, notices of dishonor, and notices
      of acceptance of this Guaranty.

     

    Notwithstanding
      any provision of this Guaranty to the contrary, any payment made by Guarantor
      to
      Administrative Agent or any Lender in respect of this Guaranty prior to all
      of
      the Notes being released from escrow pursuant to the terms and conditions of
      that certain Escrow Agreement (as the same my be amended, restated, modified
      or
      supplemented from time to time, the (“Escrow Agreement”) dated as of the date
      hereof by and among Loeb & Loeb LLP, as escrow agent ("Escrow Agent"),
      Gurantor, AE Acquisition Corp., a Delaware corporation, Borrower and
      Administrative Agent, shall be made to Escrow Agent to be held by Escrow Agent
      in accordance with and subject to the terms and conditions of the Escrow
      Agreement.

     

    III.  MISCELLANEOUS

     

    Guarantor
      hereby represents and warrants to Administrative Agent and Lenders that (i)
      it
      is duly organized, validly existing and in good standing under the laws of
      the
      jurisdiction of its organization, (ii) the execution, delivery and performance
      by Guarantor of this Guaranty is within its powers, have been duly authorized
      by
      all necessary action pursuant to its charter and by-laws, require no further
      action by or in respect of, or filing with, any governmental body, agency or
      official and do not violate, conflict with or cause a breach or a default under
      any provision of applicable law or regulation, of its charter and by-laws or
      any
      agreement, judgment, injunction, order, decree or other instrument binding
      upon
      it and (iii) this Guaranty, constitutes a valid and binding agreement or
      instrument of Guarantor, enforceable against Guarantor in accordance with its
      respective terms, except as the enforceability thereof may be limited by
      bankruptcy, insolvency or other similar laws relating to the enforcement of
      creditors’ rights generally and by general equitable
      principles.


    
      
        
        

      

      
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    This
      Guaranty shall be binding upon Guarantor and its successors and assigns, except
      that Guarantor may not assign its obligations hereunder without the written
      consent of Administrative Agent. All notices, approvals, requests, demands
      and
      other communications hereunder shall be given in accordance with the notice
      provision of the Notes.

     

    THIS
      GUARANTY SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
      WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS
      PRINCIPLES. GUARANTOR HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR
      FEDERAL COURT LOCATED WITHIN THE COUNTY OF NEW YORK, STATE OF NEW YORK AND
      IRREVOCABLY AGREES THAT, SUBJECT TO AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS
      ARISING OUT OF OR RELATING TO THIS GUARANTY SHALL BE LITIGATED IN SUCH COURTS.
      GUARANTOR EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID
      COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS.

     

    GUARANTOR
      AND ADMINISTRATIVE AGENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL
      BY
      JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
      GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT ANY SUCH ACTION
      OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A
      JURY.

     

    This
      Guaranty may be signed in any number of counterparts, each of which shall be
      an
      original, with the same effect as if the signatures thereto and hereto were
      upon
      the same instrument.


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, this Guaranty has been duly executed by each Guarantor this
      15
      day of May, 2006.

     

    
      	 	GUARANTOR:
	 	 	 
	 	a21,
              INC.
	 
 	 
 	 
 
	 	By:  	 
	 	 	
              
 
	 	Its:	 
	 	
              
 


    

     

    
      	 	 	 
	 	UDI
              TOLEDANO, as Agent
	 
 	 
 	 
 
	 	By:  	 
	 	 	
              
 
	 	Its:	
            
	 	
              

            


    

     

    
      
        GUARANTY

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    NOTEHOLDERS