**Exhibit
        10.38**
  
   **AMENDED
        AND RESTATED GUARANTY AGREEMENT**
   **THIS
        AMENDED AND RESTAED GUARANTY AGREEMENT,** dated
        as
        of August 30, 2006 (the “ Amended
        and Restated Guaranty ”),
        by
        Uluru Delaware Inc. (f/k/a Uluru Inc.), a Delaware corporation (successor
        by
        merger to Uluru Acquisition Corp., a Delaware corporation) (the “ Guarantor ”)
        in
        favor of the undersigned Buyers listed on Schedule I attached hereto
        (collectively, the “ Buyer ”).
  **WITNESSETH:**
  **WHEREAS,** on
        or
        around October 12, 2005, Oxford Ventures, Inc., a Nevada corporation (now
        known
        as Uluru Inc., a Nevada corporation) and the Buyer entered into a Securities
        Purchase Agreement (as amended to date, the “ Securities
        Purchase Agreement ”)
        pursuant to which Oxford Ventures, Inc., a Nevada corporation, issued and
        the
        Buyer purchased, at the first closing, Convertible Debentures in an amount
        up to
        $13,000,000;
  **WHEREAS,** on or
        around October 12, 2005, Uluru Acquisition Corp, a Nevada corporation entered
        into the Guaranty Agreement (the “ Original
        Guaranty ”)
        in
        favor of the buyers listed on Schedule I thereto;
  **WHEREAS,** to
        secure
        the Obligations of the Guarantor to the Buyer, the Guarantor and the Buyer
        entered into that certain Security Agreement, dated on or around October,
        12,
        2005 (the “ Security
        Agreement ”)
        pursuant to which, among other things, the Guarantor granted to the Buyer
        a
        security interest in and to the Pledged Property (as defined in the Security
        Agreement);
  **WHEREAS,** on
        March
        31, 2006, Oxford Ventures, Inc., a Nevada corporation changed its name to
        Uluru
        Inc., a Nevada corporation;
  **WHEREAS** ,
        on
        March 31, 2006, Uluru Acquisition Corp., a Delaware corporation merged with
        and
        into Uluru, Inc., a Delaware corporation, and on June 8, 2006, Uluru Inc.,
        a
        Delaware corporation, changed its name to Uluru Delaware Inc.;
  **WHEREAS,** the
        Guarantor is a wholly owned subsidiary of Uluru Inc., a Nevada corporation
        (“ Parent ”);
  **WHEREAS,** on the
        date hereof, the Securities Purchase Agreement will be amended to provide
        for
        the purchase of Convertible Debentures at the second closing in an aggregate
        amount of $3,000,000 and, in connection therewith, (i) the Convertible
        Debentures issued to each Buyer will be amended and restated (the Convertible
        Debentures issued to each Buyer, as amended and restated, are hereinafter
        referred to as the “ Debentures ”)
        and
        (ii) the Investor Registration Rights Agreement, dated on or around October
        12,
        2005, by and among the Company and the Buyer will be amended and restated
        (the
“ Amended
        and Restated Investor Registration Rights Agreement ”)
  **WHEREAS,** each
        of
        the parties hereto desires to amend the Original Guaranty in order to reflect
        the amendments to the Securities Purchase Agreement that shall occur
        concurrently herewith; and
  **WHEREAS,** each
        of
        the parties hereto agrees that the execution, delivery and performance of
        this
        Amended and Restated Guaranty directly benefits, and is in such Person’s best
        interest.
  **NOW,
        THEREFORE,** in
        consideration of the premises and the covenants contained herein, the Guarantors
        hereby agree that the Original Guaranty shall be amended and restated as
        follows:
  Section
        1.  Definitions .
        All
        terms used in this Amended and Restated Guaranty which are defined in the
        Debentures and not otherwise defined herein shall have the same meanings
        herein
        as set forth in the Debentures.
  Section
        2.  Guaranty .
  (a)  The
        Guarantor does hereby irrevocably, absolutely and unconditionally guaranty
        the
        prompt payment by Parent, as and when due and payable (whether maturity,
        Scheduled Payment, acceleration, demand or otherwise), of all of the obligations
        (collectively, the “Obligations”) from time to time owing by Parent to the Buyer
        under the Debentures, whether for principal, interest (including, without
        limitation, all interest that accrues after the commencement of any insolvency
        proceeding with respect to Parent, whether or not a claim for post-filing
        interest is allowed in such proceeding), fees, commissions, expense
        reimbursements, indemnifications or otherwise, and whether accruing before
        or
        subsequent to the commencement of any insolvency proceeding with respect
        to
        Parent (notwithstanding the operation of the automatic stay under Section
        362(a)
        of the US Bankruptcy Code), and the due performance and observance by Parent
        of
        its other Obligations now or hereafter existing in respect of the Debentures
        or
        any transaction documents executed in connection with the first closing or
        the
        second closing of the Securities Purchase Agreement, including, without
        limitation, the accrued but unpaid Liquidated Damages (as defined in the
        Amended
        and Restated Investor Registration Rights Agreement) specified in Section
        2(e)
        of the Amended and Restated Investor Registration Rights Agreement (the
“ Guaranteed
        Obligations ”),
  (b)  The
        Guarantor does hereby agrees to pay any and all expenses (including counsel
        fees
        and expenses) incurred by the Buyer in enforcing any rights under this Amended
        and Restated Guaranty. Without limiting the generality of the foregoing,
        the
        Guarantor’s liability shall extend to all amounts that constitute part of the
        Guaranteed Obligations and would be owed by Parent to the Buyer under the
        Debentures but for the fact that they are unenforceable or not allowable
        due to
        the existence of a bankruptcy, reorganization or similar proceeding involving
        Parent or any Guarantor.
  Section
        3. Guaranty
        Absolute; Continuing Guaranty; Assignments .
  (a)  The
        Guarantor hereby guarantees that the Guaranteed Obligations will be paid
        strictly in accordance with the terms of the Debentures, regardless of any
        law,
        regulation or order now or hereafter in effect in any jurisdiction affecting
        any
        of such terms or the rights of the Buyer with respect thereto. The Guarantor
        agrees that its guarantee constitutes a guaranty of payment of the Obligations
        and not of collection and waives any right to require that any resort be
        made by
        the Buyer to any collateral. The Obligation of the Guarantor under this Amended
        and Restated Guaranty are independent of the Obligation under the Debentures,
        and a separate action or actions may be brought and prosecuted against the
        Guarantor to enforce this Amended and Restated Guaranty, irrespective of
        whether
        any action is brought against Parent or the Guarantor or whether Parent or
        the
        Guarantor is joined in any such action or actions. The liability of the
        Guarantor under this Amended and Restated Guaranty shall be irrevocable,
        absolute and unconditional irrespective of, and the Guarantor hereby irrevocably
        waives any defenses it may now or hereafter have in any way relating to,
        any or
        all of the following:
  (i)  any
        lack
        of validity or enforceability of the Debentures or any agreement or instrument
        relating thereto;
  (ii)  any
        change in the time, manner or place of payment of, or in any other term in
        respect of, all or any of the Guaranteed Obligation, or any other amendment
        or
        waiver of or any consent to departure from the Debentures, provided, however,
        the Guarantor shall not be liable under this Guarantee as a result of any
        increase in the Guaranteed Obligations resulting from the extension of
        additional credit to Parent or the Guarantor or otherwise;
  (iii)  any
        taking, exchange, release or non-perfection of any collateral, or any taking,
        release or amendment or waiver of or consent to departure from any other
        guaranty, for all or any of the Guaranteed Obligations;
  (iv)  the
        existence of any claim, set-off, defense or other right that the Guarantor
        may
        have against any Person, including, without limitation, the Buyer;
  (v)  any
        change, restructuring or termination of the corporate, limited liability
        company
        or partnership structure or existence of the Buyer; or
  (vi)  any
        other
        circumstance (including any statute of limitations) or any existence of or
        reliance on any representation by the Buyer that might otherwise constitute
        a
        defense available to, or a discharge of, Parent or the Guarantor or surety.
  (b)  This
        Amended and Restated Guaranty shall continue to be effective or be reinstated,
        as the ease may be, if at any time any payment of any of the Guaranteed
        Obligation is rescinded or must otherwise be returned by the Buyer or any
        other
        Person upon the insolvency, bankruptcy or reorganization of Parent or otherwise,
        all as though such payment had not been made.
  (c)  This
        Amended and Restated Guaranty is a continuing guaranty and shall (i) remain
        in
        full force and effect until the payment in full, whether in cash or securities,
        as the case may be, of the Guaranteed Obligation and all other amounts payable
        under this Amended and Restated Guaranty, shall (ii) be binding upon the
        Guarantor, its successors and assigns and (iii) inure to the benefit of and
        be
        enforceable by the Buyer and its successors, pledgees, transferees and assigns.
        Without limiting the generality of the foregoing clause (iii), the Buyer
        may
        pledge, assign or otherwise transfer all or any portion of its rights under
        the
        Debentures to any other Person, and such other Person shall thereupon become
        vested with all the benefits in respect thereof granted to such the Buyer
        herein
        or otherwise, in each ease as provided in the Debentures.
  Section
        4.  Waivers .
        The
        Guarantor hereby waives, to the full extent permitted by applicable law,
        (i)
        promptness and diligence; (ii) notice of acceptance and notice of the incurrence
        of any Obligation by Parent or the Guarantor; (iii) notice of any actions
        taken
        by the Buyer under the Debentures or any other agreement or instrument related
        thereto; (iv) all other notices, demands and protests, and all other formalities
        of every kind in connection with the enforcement of the Obligation or of
        the
        Obligation of the Guarantor hereunder, the omission of or delay in which,
        but
        for the provisions of this Section 4, might constitute grounds for relieving
        the
        Guarantor of its Obligation hereunder; (v) any right to compel or direct
        the
        Buyer to seek payment or recovery of any amounts owed under this Amended
        and
        Restated Guaranty from any one particular fund or source; (vi) any requirement
        that the Buyer protect, secure, perfect or insure any security interest or
        security interest or any property subject thereto or exhaust any right or take
        any action against Parent, any other Guarantor or any other Person or any
        collateral; and (vii) any other defense available to the Guarantor. The
        Guarantor acknowledges that it will receive direct and indirect benefits
        from
        the financing arrangements contemplated herein and that the waiver set forth
        in
        this Section 4 is knowingly made in contemplation of such benefits. The
        Guarantor hereby waives any right to revoke this Amended and Restated Guaranty,
        and acknowledges that this Amended and Restated Guaranty is continuing in
        nature
        and applies to all Guaranteed Obligations, whether existing now or in the
        future.
  Section 5.  ** Subrogation.
  (a)  Until
        the
        final payment in cash and securities pursuant to the terms of the Debentures
        and
        performance in full of all of the Obligations, the Guarantor shall not exercise
        any rights against Parent arising as a result of payment by Parent by way
        of
        subrogation, reimbursement, restitution, contribution or otherwise, and will
        not
        prove any claim in competition with the Buyer in respect of any payment
        hereunder in any insolvency proceedings; the Guarantor will not claim any
        set-off, recoupment or counterclaim against Parent in respect of any liability
        of the Guarantor to Parent; and the Guarantor and Parent waive any benefit
        of
        and any right to participate in any collateral security which may be held
        by the
        Buyer.
  (b)  The
        payment of any amounts due with respect to any indebtedness of Parent or
        the
        Guarantor for money borrowed or credit received now or hereafter owed to
        the
        Guarantor is hereby subordinated to the prior payment in full of all of the
        Obligations. The Guarantor agrees that, after the occurrence of any default
        in
        the payment or performance of any of the Obligations, the Guarantor will
        not
        demand, sue for or otherwise attempt to collect any such indebtedness of
        Parent
        to the Guarantor until all of the Obligations shall have been paid in full.
        If,
        notwithstanding the foregoing sentence, the Guarantor shall collect, enforce
        or
        receive any amounts in respect of such indebtedness while any Obligations
        are
        still outstanding, such amounts shall be collected, enforced and received
        by the
        Guarantor as trustee for the Buyer and be paid over to the Buyer, on account
        of
        the Obligations without affecting in any manner the liability of the Guarantor
        under the other provisions of this Amended and Restated Guaranty.
  Section
        6.  Representatives,
        Warranties and Covenants. The
        Guarantor hereby represents and warrants as follows:
  (a)  The
        Guarantor (i) is a corporation or other entity, duly organized, validly existing
        and in good standing under the laws of the state or other applicable
        jurisdiction of its organization as set forth on the first page hereof, (ii)
        has
        all requisite power and authority to conduct its business as now conducted
        and
        as presently contemplated and to execute and deliver this Amended and Restated
        Guaranty and each other related document to which the Guarantor is a party,
        and
        to consummate the transactions contemplated hereby and thereby and (iii)
        is duly
        qualified to do business and is in good standing in each jurisdiction in
        which
        the character of the properties owned or leased by it or in which the
        transaction of its business makes such qualification necessary and where
        the
        failure to be so qualified could reasonably be expected to have a material
        adverse effect.
  (b)  The
        execution, delivery and performance by the Guarantor of this Amended and
        Restated Guaranty and each other related document to which the Guarantor
        is a
        party (i) have been duly authorized by all necessary action, (ii) do not
        and
        will not contravene its charter or bylaws, or any applicable law or regulation
        or any contractual restriction binding on or otherwise affecting the Guarantor
        or its properties, (iii) do not and will not result in or require the creation
        of any lien (other than pursuant to the Debentures) upon or with respect
        to any
        of its properties, and (iv) do not and will not result in any default,
        noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal
        of
        any permit, license, authorization or approval applicable to it or its
        operations or any of its properties.
  (c)  No
        authorization or approval or other action by, and no notice to or filing
        with,
        any governmental agency is required in connection with the due execution,
        delivery and performance by the Guarantor of this Amended and Restated Guaranty
        or any of the other related document to which the Guarantor is a party, except
        for the filing of any UCC financing statement or such other registrations,
        filings or recordings as may be necessary to perfect any lien purported to
        be
        created by the Debentures or any related document to which the Guarantor
        is a
        party, and any public filings with the Securities and Exchange Commission.
  (d)  Each
        of
        this Amended and Restated Guaranty and the Debentures and related documents
        to
        which the Guarantor is or will be a party, when delivered, will be, a legal,
        valid and binding obligation of the Guarantor, enforceable against the Guarantor
        in accordance with its terms, except as may be limited by applicable bankruptcy,
        insolvency, reorganization, moratorium or other similar laws.
  (e)  There
        are
        no pending or written notices threatening any action, suit or proceeding
        affecting the Guarantor before any court or other governmental agency or
        any
        arbitrator that (x) if adversely determined could reasonably be expected
        to have
        a material adverse effect, except as disclosed in public filings with the
        Securities and Exchange Commission, or (y) relates to this Amended and Restated
        Guaranty, the Debentures or any of the related documents to which the Guarantor
        is a party or any transaction contemplated hereby or thereby and, as of the
        date
        hereof, the Guarantor does not hold any commercial tort claims in respect
        of
        which a claim has been filed in a court of law or a written notice by an
        attorney has been given to a potential defendant.
  (f)  The
        Guarantor (i) has read and understands the terms and conditions of the
        Debentures and the other related documents to which it is a party, and (ii)
        now
        has and will continue to have independent means of obtaining information
        concerning the affairs, financial condition and business of Parent, and has
        no
        need of, or right to obtain from the Buyer, any credit or other information
        concerning the affairs, financial condition or business of Parent that may
        come
        under the control of the Buyer.
  Section
        7.  Right
        of Set-off .
        Upon
        the occurrence and during the continuance of any Event of Default, the Buyer
        may, and is hereby authorized to, at any time and from time to time, without
        notice to the Guarantor (any such notice being expressly waived by the
        Guarantor) and to the fullest extent permitted by law, set-off and apply
        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 the Buyer to or for
        the
        credit or the account of the Guarantor against any and all Obligations of
        the
        Guarantor now or hereafter existing under this Amended and Restated Guaranty
        or
        any other related document, irrespective of whether or not the Buyer shall
        have
        made any demand under this Amended and Restated Guaranty or any other related
        document and although such Obligation may be contingent or unmatured, the
        Buyer
        agrees to notify the Guarantor promptly after any such set-off and application
        made by the Buyer, provided that the
        failure to give such notice shall not affect the validity of such set-off
        and
        application. The rights of the Buyer under this Section 7 are in addition
        to
        other rights and remedies (including, without limitation, other rights of
        set-off) which the Buyer may have under this Amended and Restated Guaranty
        or
        any other related document in law or otherwise.
  Section
        8.  Event
        of Default .
        “ Event
        of Default ”
shall
        mean: (a) any failure by the Guarantor to pay any of the Guaranteed Obligations
        when due, (b) a material breach by the Guarantor under this Agreement, (c)
        the
        Guarantor shall (1) fail to, be unable to or otherwise does not generally
        pay
        its debts as they become due, (2) conceal, remove or transfer any of its
        assets
        and properties in violation or evasion of any bankruptcy, fraudulent conveyance
        or similar applicable law, (3) make an assignment for the benefit of its
        creditors, (4) petition or apply for or consent to the appointment of a
        receiver, trustee, assignee, custodian, sequestrator, liquidator or similar
        official for itself or any of its assets and properties, (5) ** commence
        a voluntary case for relief as a debtor under the United States Bankruptcy
        Code,
        (6) file with or otherwise submit to any governmental authority any petition,
        answer or other document seeking (A) reorganization, (B) an arrangement with
        creditors or (C) to take advantage of any other present or future applicable
        law
        respecting bankruptcy, reorganization, insolvency, readjustment of debts,
        relief
        of debtors, dissolution or liquidation, (7) be adjudicated bankrupt or
        insolvent, or (8) take any action for the purpose of effectuating, approving
        or
        consenting to any of the other actions or events described in this subsection;
        (d) any cease, proceeding or other action shall be commenced against the
        Guarantor for the purpose of effecting, or an order, judgment or decree shall
        be
        entered by any court of competent jurisdiction approving (whether in whole
        or in
        part), anything specified in subsection (d) of this Section, or any receiver,
        trustee, assignee, custodian, sequestrator, liquidator or other official
        shall
        be appointed with respect to the Guarantor or all or a substantial part of
        the
        assets amid properties of the Guarantor or any of its respective principals
        or
        other affiliates; and (e) one or more final judgments for the payment of
        money
        in excess of $100,000 shall be rendered against the Guarantor and the same
        shall
        remain undischarged for a period of 30 days during which levy and execution
        shall not be effectively stayed or contested in good faith.
  Section
        9.  Notices,
        Etc. All
        notices and other communications provided for hereunder shall be in writing
        and
        shall be mailed (by certified mail, postage prepaid and return receipt
        requested), telecopied or delivered, if to the Guarantor, to it at the address
        below its name on the signature page hereto, or if to the Buyer, to it at
        its
        addresses set forth in the Debentures; or as to either such Person at such
        other
        address as shall be designated by such Person in a written notice to such
        other
        Person complying as to delivery with the terms of this Section 8. All such
        notices and other communications shall be effective (i) if mailed, when received
        or three days after deposited in the mail, whichever occurs first, (ii) if
        telecopied, when transmitted and confirmation is received, or (iii) if
        delivered, upon delivery.
  Section
        10.  Secured
        Nature of Guaranty .
        This
        Amended and Restated Guaranty is secured by the Security Agreement between
        the
        Guaranty and the Buyer dated the date hereof
  Section
        11.  THIS
        AMENDED AND RESTATED GUARANTY SHALL BE DEEMED TO BE MADE UNDER AND SHALL
        BE
        CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING
        EFFECT TO THE PRINCIPALS OF CONFLICT OF LAWS THEREOF. EACH OF THE PARTIES
        CONSENTS TO THE JURISDICTION OF THE U.S. DISTRICT COURT SITTING IN THE SOUTHERN
        DISTRICT OF THE STATE OF NEW YORK OR THE STATE COURTS OF THE STATE OF NEW
        YORK
        SITTING IN NEW YORK COUNTY, NEW YORK IN CONNECTION WITH ANY DISPUTE ARISING
        UNDER THIS DEBENTURE AND HEREBY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY
        LAW,
        ANY OBJECTION, INCLUDING ANY OBJECTION BASED ON FORUM
        NON CON VENIENS TO THE
        BRINGING OF ANY SUCH PROCEEDING IN SUCH JURISDICTIONS.
  Section
        12.  WAIVER
        OF JURY TRIAL, ETC .
        THE
        GUARANTOR HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING
        OR COUNTERCLAIM CONCERNING ANY RIGHTS UNDER THIS AMENDED AND RESTATED GUARANTY
        OR UNDER ANY AMENDMENT, WAIVER, CONSENT, INSTRUMENT, DOCUMENT OR OTHER AGREEMENT
        DELIVERED OR WHICH IN THE FUTURE MAY BE DELIVERED IN CONNECTION HEREWITH
        OR
        THEREWITH, OR ARISING FROM ANY FINANCING RELATIONSHIP EXISTING IN CONNECTION
        WITH THIS AMENDED AND RESTATED GUARANTY, AND AGREES THAT ANY SUCH ACTION,
        PROCEEDING OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A
        JURY.
        THE GUARANTOR CERTIFIES THAT NO OFFICER, REPRESENTATIVE, AGENT OR ATTORNEY
        OF
        THE BUYER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE BUYER WOULD NOT,
        IN
        THE EVENT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM, SEEK TO ENFORCE THE
        FOREGOING WAIVERS. THE GUARANTOR HEREBY ACKNOWLEDGES THAT THIS PROVISION
        IS A
        MATERIAL INDUCEMENT FOR THE BUYER ENTERING INTO THIS AGREEMENT.
  Section
        13.  Taxes.
  (a)  All
        payments made by the Guarantor hereunder will be made without setoff,
        counterclaim or other defense. All such payments will be made free and clear
        of,
        and without deduction or withholding for, any present or future taxes, levies,
        imposts, duties, fees, assessments or other charges of whatever nature now
        or
        hereafter imposed by any jurisdiction or by any political subdivision or
        taxing
        authority (collectively, ‘Taxes”) thereof or therein with respect to such
        payments (but excluding any Tax imposed on or measured by the net income
        or net
        profits the Buyer imposed on it pursuant to the laws of the jurisdiction
        in
        which it is organized or the jurisdiction in which the principal office or
        applicable lending office of the Buyer is located). If the Guarantor shall
        be
        required to deduct or to withhold any Taxes from or in respect of any amount
        payable hereunder or under any related document, (i) the Guarantor shall
        make
        such deduction or withholding, (ii) the Guarantor shall pay the full amount
        deducted or withheld to the relevant taxation authority in accordance with
        applicable law, and (iii) as promptly as possible thereafter, the Guarantor
        shall send the Buyer an official receipt (or, if an official receipt is not
        available, such other documentation as shall be satisfactory to the Buyer,
        as
        the ease may be) evidencing payment of the amount or amounts so deducted
        or
        withheld.
  (b)  In
        addition, the Guarantor agrees to pay any present or future taxes, charges
        or
        similar levies which arise from any payment made hereunder or from the
        execution, delivery, performance, recordation or filing of, or otherwise
        with
        respect to, this Agreement or any related document,
  Section
        14. Miscellaneous .
  (a)  The
        Guarantor will make each payment hereunder in lawful money of the United
        States
        of America and in immediately available funds to the Buyer, at such address
        specified by the Buyer from time to time by notice to the
        Guarantor.
  (b)  No
        amendment of any provision of this Amended and Restated Guaranty shall he
        effective unless it is in writing and signed by the Guarantor and the Buyer,
        amid no waiver of any provision of this Amended and Restated Guaranty, and
        no
        consent to any departure by the Guarantor therefrom, shall in any event be
        effective unless the same shall be in writing and signed by the Guarantor
        and
        the Buyer, and then such waiver or consent shall be effective only in the
        specific instance and for the specific purpose for which given.
  (c)  No
        failure on the part of the Buyer to exercise, and no delay in exercising,
        any
        right hereunder, under the Debentures, or under any related document shall
        operate as a waiver thereof, nor shall any single or partial exercise of
        any
        right hereunder, under the Debentures, or under any other related document
        preclude any other or further exercise thereof or the exercise of any other
        right. The rights and remedies of the Buyer provided herein, in the Debentures,
        and in the other related document are cumulative and are in addition to,
        and not
        exclusive of, any rights or remedies provided by law. The rights of the Buyer
        under the Debentures against any party thereto are not conditional or contingent
        on any attempt by the Buyer to exercise any of their rights under the Debentures
        or any other related document against such party or against any other
        Person.
  (d)  Any
        provision of this Amended and Restated Guaranty which is prohibited or
        unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
        to the extent of such prohibition or unenforceability without invalidating
        the
        remaining portions hereof or thereof or affecting the validity or enforceability
        of such provision in any other jurisdiction. .
  (e)  This
        Amended and Restated Guaranty shall (i) be binding on the Guarantor and its
        successors and assigns, and (ii) inure, together with all rights and remedies
        of
        the Buyer hereunder, to the benefit of the Buyer and their respective
        successors, transferees and assigns. Without limiting the generality of clause
        (ii) of the immediately preceding sentence, the Buyer may assign or otherwise
        transfer its rights under the Debentures to any other Person, and such other
        Person shall thereupon become vested with all of the benefits in respect
        thereof
        granted to the Buyer herein or otherwise. None of the rights or Obligations
        of
        the Guarantor hereunder may be assigned or otherwise transferred without
        the
        prior written consent of the Buyer.
  (f)  This
        Amended and Restated Guaranty reflects the entire understanding of the
        transactions contemplated hereby shall not be contradicted or qualified by
        any
        other agreement, oral or written, before the date hereof.
  (g)  Section
        headings herein are included for convenience of reference only and shall
        not
        constitute a part of this Agreement for any other purpose.
  Section
        15 *.*  Effect
        of Restatement .
        This
        Amended and Restated Guaranty amends, restates and supersedes the Original
        Guaranty and does not extinguish any Obligations for the payment of money
        under
        the Original Guaranty, which Obligations shall remain in full force and effect
        except as modified by this Guaranty.
   [SIGNATURE
        PAGE TO FOLLOW]
   
   **IN
        WITNESS WHEREOF,** the
        parties hereto have caused this Amended and Restated Guaranty Agreement to
        be
        executed by an officer thereunto duly authorized, as of the date first above
        written.
   **ULURU
        DELAWARE INC.,** a
        Delaware Corporation
  By: /s/
        Kerry P. Gray
 Name: Kerry
        P. Gray
 Title: President
        & CEO
  
   **SCHEDULE
        I**
    **SCHEDULE
        OF BUYERS**
  **Name**
              
              **Signature**
              
              **Address/Facsimile**
                **Number
                  of Investors**Cornell
                  Capital Partners, LP
              
              By:
                  Yorkville Advisors, its General Partner
                Name:
                  Mark Angelo
                Its:
                  Portfolio Manager
              
              101
                  Hudson Street,
                Suite
                  3700 Jersey City, NJ 07302
                (201)
                  985-8266With
                  a copy to:
              
              Troy
                  Rillo, Esq.
              
              101
                  Hudson Street,
                Suite
                  3700 Jersey City, NJ 07302
                (201)
                  985-8266Prenox,
                  LLC.
              
              By:
                  Prentice Capital Management LP, its Manager
                Name:
                  Mathew B. Hoffman
                Its:
                  General Counsel
              
              623
                  Fifth Avenue, 32ndFloor New York, NY 10022
                Telephone:
                  (212) 756-8051
                Facsimile:
                  (212) 756-1471