Unassociated Document


     

    
      
        
          

          

        

         

        Exhibit
10.6


         

        COMMERCIAL
GUARANTY

      

    

     

    
      
         

      

      
        	
                
                  Principal

                

                
                  185,000.00

                

              	
                
                  Loan
      Date

                

                
                  02-25-2008

                

              	
                
                  Maturity
      

                  02-25-2013

                

              	
                
                  Loan
      No 

                  0000000018

                

              	
                
                  Call/
      Coll

                

              	
                
                  Account

                  1050424213

                

              	
                
                  Officer

                

              	
                
                  Initials

                

              
	
                
                  References in
      the boxes above are for Lender's use only and do not limit the
      applicability of this document to any particular loan or
      item.

                

                
                  Any item
      above containing "***" has been omitted due to text length
      limitations.

                

              


      

      
         

        
          	
                  Borrower:

                	

                  LANDPIXX,
      LLC

                	
                  Lender:

                	
                  BANK
      OF THE WEST

                	 
      	 
      
	 
      	

                  HUGH
      H. WILLIAMSON III

                	 
      	
                  North/West
      Denver CBO #21190

                	 
      	 
      
	 
      	
                  

                    15000
      W64TH AVE

                  

                	 
      	
                  3779
      Evergreen Parkway

                	 
      	 
      
	 
      	
                  

                    ARVADA.CO  80007

                  

                	 
      	
                  PO
      Box 2650

                	 
      	 
      
	 
      	
                   

                	 
      	
                  Evergreen,
      CO  80439-2650

                	 
      	 
      
	 
      	
                   

                	 
      	
                  (888)
      457-2692

                	 
      	 
      


        

        
           

          
            
              	
                      Corporation:

                    	LANDISCOR,
      INC.	
                    	
                    	 
      	 
      
	 
      	1710 E. INDIAN SCHOOL ROAD, STE 201 	 
      	
                    	 
      	 
      
	 
      	
                      
                        PHOENIX,
      AZ  85016

                      

                    	 
      	
                    	 
      	 
      


            

            
              
                 

                
                  
                    
                      

                    

                  

                   

                  
                    
                      CONTINUING GUARANTEE OF PAYMENT AND
PERFORMANCE. For good and valuable
consideration, Guarantor absolutely and unconditionally guarantees full and
punctual payment and satisfaction of the Indebtedness of Borrower, or any one or
more of them, to Lender, and the performance and discharge of all Borrower's
obligations under the Note and the Related Documents. This is a guaranty of
payment and performance and not of collection, so Lender can enforce this
Guaranty against Guarantor even when Lender has not exhausted Lender's remedies
against anyone else obligated to pay the Indebtedness or against any collateral
securing the Indebtedness, this Guaranty or any other guaranty of the
Indebtedness. Guarantor will make any payments to Lender or its order, on
demand, in legal tender of the United States of America, in same-day funds,
without set-off or deduction or counterclaim, and will otherwise perform
Borrower's obligations under the Note and Related Documents. Under this
Guaranty, Guarantor's liability is unlimited and Guarantor's obligations are
continuing.

                       

                    

                    
                      INDEBTEDNESS. The word "Indebtedness" as used in this Guaranty
means all of the principal amount outstanding from time to time and at any one
or more times, accrued unpaid interest thereon and all collection costs and
legal expenses related thereto permitted by law, attorneys' fees, arising from
any and all debts, liabilities and obligations of every nature or form, now
existing or hereafter arising or acquired, that Borrower individually or
collectively or interchangeably with others, owes or will owe Lender.
"Indebtedness" includes, without limitation, loans, advances, debts, overdraft
indebtedness, credit card indebtedness, lease obligations, liabilities and
obligations under any interest rate protection agreements or foreign currency
exchange agreements or commodity price protection agreements, other obligations,
and liabilities of Borrower, or any one or more of them, and any present or
future judgments against Borrower, or any one or more of them, future advances,
loans or transactions that renew, extend, modify, refinance, consolidate or
substitute these debts, liabilities and obligations whether: voluntarily or
involuntarily incurred; due or to become due by their terms or acceleration;
absolute or contingent; liquidated or unliquidated; determined or undetermined;
direct or indirect; primary or secondary in nature or arising from a guaranty or
surety; secured or unsecured; joint or several or joint and several; evidenced
by a negotiable or non-negotiable instrument or writing; originated by Lender or
another or others; barred or unenforceable against Borrower for any reason
whatsoever; for any transactions that may be voidable for any reason (such as
infancy, insanity, ultra vires or otherwise); and originated then reduced or
extinguished and then afterwards increased or
reinstated.

                    

                    
                       

                      If
Lender presently holds one or more guaranties, or hereafter receives additional
guaranties from Guarantor, Lender's rights under all guaranties shall be
cumulative. This Guaranty shall not (unless specifically provided below to the
contrary) affect or invalidate any such other guaranties. Guarantor's liability
will be Guarantor's aggregate liability under the terms of this Guaranty and any
such other unterminated guaranties.

                    

                    
                       

                      CONTINUING GUARANTY. THIS IS A "CONTINUING GUARANTY" UNDER WHICH
GUARANTOR AGREES TO GUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND
SATISFACTION OF THE INDEBTEDNESS OF BORROWER, OR ANY ONE OR MORE OF THEM, TO
LENDER, NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING
BASIS. ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR
DIMINISH GUARANTOR'S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANY
REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING
INDEBTEDNESS MAY BE A ZERO BALANCE FROM TIME TO
TIME.

                    

                    
                       

                      DURATION OF
GUARANTY. This Guaranty will
take effect when received by Lender without the necessity of any acceptance by
Lender, or any notice to Guarantor or to Borrower, and will continue in full
force until all the Indebtedness incurred or contracted before receipt by Lender
of any notice of revocation shall have been fully and finally paid and satisfied
and all of Guarantor's other obligations under this Guaranty shall have been
performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may
only do so in writing. Guarantor's written notice of revocation must be mailed
to Lender, by certified mail, at Lender's address listed above or such other
place as Lender may designate in writing. Written revocation of this Guaranty
will apply only to new Indebtedness created after actual receipt by Lender of
Guarantor's written revocation. For this purpose and without limitation, the
term "new Indebtedness" does not include the Indebtedness which at the time of
notice of revocation is contingent, unliquidated, undetermined or not due and
which later becomes absolute, liquidated, determined or due. For this purpose
and without limitation, "new Indebtedness" does not include all or part of the
Indebtedness that is: incurred by Borrower prior to revocation; incurred under a
commitment that became binding before revocation; any renewals, extensions,
substitutions, and modifications of the Indebtedness. This Guaranty shall bind
Guarantor's estate as to the Indebtedness created both before and after
Guarantor's death or incapacity, regardless of Lender's actual notice of
Guarantor's death. Subject to the foregoing. Guarantor's executor or
administrator or other legal representative may terminate this Guaranty in the
same manner in which Guarantor might have terminated it and with the same
effect. Release of any other guarantor or termination of any other guaranty of
the Indebtedness shall not affect the liability of Guarantor under this
Guaranty. A revocation Lender receives from any one or more Guarantors shall not
affect the liability of any remaining Guarantors under this Guaranty.
It is anticipated that
fluctuations may occur in the aggregate amount of the Indebtedness covered by
this Guaranty, and Guarantor specifically acknowledges and agrees that
reductions In the amount of the Indebtedness, even to zero dollars ($0.00),
shall not constitute a termination of this Guaranty. This
Guaranty is binding upon Guarantor and Guarantor's heirs, successors and assigns
so long as any of the Indebtedness remains unpaid and
even though the Indebtedness may from time to time be zero dollars
($0.00).

                    

                    
                       

                      GUARANTOR'S AUTHORIZATION TO LENDER.
Guarantor authorizes Lender, either before or after any revocation
hereof, without notice or
demand and without
lessening Guarantor's liability under this Guaranty, from timo to time:
(A) prior to revu^ation as sei tortn above, to make one or more
additional secured or unsecured loans to Borrower, to lease equipment or other
goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to
alter, compromise, renew, extend, accelerate, or otherwise change one or more
times the time for payment or other terms of the Indebtedness or any part of the
Indebtedness, including increases and decreases of the rate of interest on
the

                       

                       

                      
                        
                           

                        

                        
                           

                          
                            

                          

                        

                        
                           

                        

                      

                    

                  

                   

                  
                    COMMERCIAL GUARANTY

                  

                  
                     

                    
                      
                        
                          
                            	
                                    Loan No: 0000000018

                                  	
                                    (Continued)

                                  	
                                    Page
      2

                                  


                          

                        

                         

                      

                    


                  
                    
                       

                      Indebtedness;
extensions may be repeated and may be for longer than the original loan term;
(C) to take and hold security for the payment of this Guaranty or the
Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to
perfect, and release any such security, with or without the substitution of new
collateral; (D) to release, substitute, agree not to sue, or deal with any one
or more of Borrower's sureties, endorsers, or other guarantors on any terms or
in any manner Lender may choose; (E) to determine how, when and what application
of payments and credits shall be made on the Indebtedness; (F) to apply such
security and direct the order or manner of sale thereof, including without
limitation, any nonjudicial sale permitted by the terms of the controlling
security agreement or deed of trust, as Lender in its discretion may determine;
(G) to sell, transfer, assign or grant participations in all or any part of the
Indebtedness; and (H) to assign or transfer this Guaranty in whole or in
part.

                    

                    
                       

                      GUARANTOR'S REPRESENTATIONS AND
WARRANTIES. Guarantor represents and
warrants to Lender that (A) no representations or agreements of any kind have
been made to Guarantor which would limit or qualify in any way the terms of this
Guaranty; (B) this Guaranty is executed at Borrower's request and not at the
request of Lender; (C) Guarantor has full power, right and authority to enter
into this Guaranty; (D) the provisions of this Guaranty do not conflict with or
result in a default under any agreement or other instrument binding upon
Guarantor and do not result in a violation of any law, regulation, court decree
or order applicable to Guarantor; (E) Guarantor has not and will not, without
the prior written consent of Lender, sell, lease, assign, encumber, hypothecate,
transfer, or otherwise dispose of all or substantially all of Guarantor's
assets, or any interest therein; (F) upon Lender's request, Guarantor will
provide to Lender financial and credit information in form acceptable to Lender,
and all such financial information which currently has been, and all future
financial information which will be provided to Lender is and will be true and
correct in all material respects and fairly present Guarantor's financial
condition as of the dates the financial information is provided; (G! no material
adverse change has occurred in Guarantor's financial condition since the date of
the most recent financial statements provided to Lender and no event has
occurred which may materially adversely affect Guarantor's financial condition;
(H) no litigation, claim, investigation, administrative proceeding or similar
action (including those for unpaid taxes) against Guarantor is pending or
threatened; (I) Lender has made no representation to Guarantor as to the
creditworthiness of Borrower; and (J) Guarantor has established adequate means
of obtaining from Borrower on a continuing basis information regarding
Borrower's financial condition. Guarantor agrees to keep adequately informed
from such means of any facts, events, or circumstances which might in any way
affect Guarantor's risks under this Guaranty, and Guarantor further agrees that,
absent a request for information, Lender shall have no obligation to disclose to
Guarantor any information or documents acquired by Lender in the course of its
relationship with Borrower.

                    

                    
                       

                      GUARANTOR'S FINANCIAL
STATEMENTS.  Guarantor agrees
to furnish Lender with the
following;

                    

                    
                       

                      Annual
Statements.   As soon as
available, but in no event later than one-hundred-twenty (120) days after the
end of each fiscal year, Guarantor's balance sheet and income statement for the
year ended, audited by a certified public accountant satisfactory to
Lender.

                    

                    
                       

                      All
financial reports required to be provided under this Guaranty shall be prepared
in accordance with GAAP, applied on a consistent basis, and certified fay
Guarantor as being true and correct.

                    

                    
                       

                      GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor
waives any right to require Lender (A) to continue lending money or to extend
other credit to Borrower; (B) to make any presentment, protest, demand, or
notice of any kind, including notice of any nonpayment of the Indebtedness or of
any nonpayment related to any collateral, or notice of any action or nonaction
on the part of Borrower, Lender, any surety, endorser, or other guarantor in
connection with the Indebtedness or in connection with the creation of new or
additional loans or obligations; (C) to resort for payment or to proceed
directly or at once against any person, including Borrower or any other
guarantor; (D) to proceed directly against or exhaust any collateral held by
Lender from Borrower, any other guarantor, or any other person; (E) to give
notice of the terms, time, and place of any public or private sale of personal
property security held by Lender from Borrower or to comply with any other
applicable provisions of the Uniform Commercial Code; (F) to pursue any other
remedy within Lender's power; or (G) to commit any act or omission of any kind,
or at any time, with respect to any matter
whatsoever.

                    

                    
                       

                      Guarantor
also waives any and all rights or defenses based on suretyship or impairment of
collateral including, but not limited to, any rights or defenses arising by
reason of (A) any "one action" or "anti-deficiency" law or any other law which
may prevent Lender from bringing any action, including a claim for deficiency,
against Guarantor, before or after Lender's commencement or completion of any
foreclosure action, either judicially or by exercise of a power of sale; (B) any
election of remedies by Lender which destroys or otherwise adversely affects
Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower
for reimbursement, including without limitation, any loss of rights Guarantor
may suffer by reason of any law limiting, qualifying, or discharging the
Indebtedness; (C) any disability or other defense of Borrower, of any other
guarantor, or of any other person, or by reason of the cessation of Borrower's
liability from any cause whatsoever, other than payment in full in legal tender,
of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the
basis of unjustified impairment of any collateral for the Indebtedness; (E) any
statute of limitations, if at any time any action or suit brought by Lender
against Guarantor is commenced, there is outstanding Indebtedness which is not
barred by any applicable statute of limitations; or (F) any defenses given to
guarantors at law or in equity other than actual payment and performance of the
Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise,
or by any third party, on the Indebtedness and thereafter Lender is forced to
remit the amount of that payment to Borrower's trustee in bankruptcy or to any
similar person under any federal or state bankruptcy law or law for the relief
of debtors, the Indebtedness shall be considered unpaid for the purpose of the
enforcement of this Guaranty.

                    

                    
                      


                      Guarantor
further waives and agrees not to assert or claim at any time any deductions to
the amount guaranteed under this Guaranty for any claim of setoff, counterclaim,
counter demand, recoupment or similar right, whether such claim, demand or right
may be asserted by the Borrower, the Guarantor, or both.

                    

                    
                       

                      GUARANTOR'S UNDERSTANDING WITH
RESPECT TO WAIVERS. Guarantor warrants
and agrees that each of the waivers set forth above is made with Guarantor's
full knowledge of its significance and consequences and that, under the
circumstances, the waivers are reasonable and not contrary to public policy or
law. If any such waiver is determined to be contrary to any applicable law or
public policy, such waiver shall be effective only to the extent permitted by
law or public policy.

                    

                    
                       

                      RIGHT OF SETOFF. To the extent permitted by applicable law, Lender
reserves a right of setoff in all Guarantor's accounts with Lender (whether
checking, savings, or some other account). This includes all accounts Guarantor
holds jointly with someone else and all accounts Guarantor may open in the
future. However, this does not include any IRA or Keogh accounts, or any trust
accounts for which setoff would be prohibited by law. Guarantor authorizes
Lender, to the extent permitted by applicable law, to hold these funds if there
is a default, and Lender may apply the funds in these accounts to pay what
Guarantor owes under the terms of this Guaranty.

                    

                    
                       

                      SUBORDINATION OF BORROWER'S DEBTS TO
GUARANTOR. Guarantor agrees that the
Indebtedness, whether now existing or hereafter created, shall be superior to
any claim that Guarantor may now have or hereafter acquire against Borrower,
whether or not Borrower becomes insolvent. Guarantor hereby expressly
subordinates any claim Guarantor may have against Borrower, upon any account
whatsoever, to any claim that Lender may now or hereafter have against Borrower.
In the event of insolvency and consequent liquidation of the assets of Borrower,
through bankruptcy, bv an assignment for the benefit of creditors, by voluntary
liquidation, or otherwise, the assets oT Borrower applicable to the payment of
the claims of both Lender and Guarantor shall be paid to Lender and shall be
first applied by Lender to the Indebtedness. 

                       

                      
                        
                           

                        

                        
                           

                          
                            

                          

                        

                        
                           

                        

                      

                       

                       

                      
                        
                          COMMERCIAL
GUARANTY

                        

                        
                           

                          
                            
                              
                                
                                  	
                                          Loan
      No: 0000000018

                                        	
                                          (Continued)

                                        	
                                          Page
      3

                                        


                                

                              

                               

                            

                          
Guarantor
does hereby assign to Lender all claims which it may have or acquire against
Borrower or against any assignee or trustee in bankruptcy of Borrower; provided
however, that such assignment shall be effective only for the purpose of
assuring to Lender full payment inlegal tender of the Indebtedness. If Lender so
requests, any notes or credit agreements now or hereafter evidencing any debts
or obligations of Borrower to Guarantor shall be marked with a legend that the
same are subject to this Guaranty and shall be delivered to Lender. Guarantor
agrees, and Lender is hereby authorized, in the name of Guarantor, from time to
time to file financing statements and continuation statements and to execute
documents and to take such other actions as Lender deems necessary or
appropriate to perfect, preserve and enforce its rights under this
Guaranty.

                      

                      
                        
                           

                          
                            
                              MISCELLANEOUS PROVISIONS. The
following miscellaneous provisions are a part of this
Guaranty:


                            

                            
                               

                              Amendments. This Guaranty,
together with any Related Documents, constitutes the entire understanding and
agreement of the parties as to the matters set forth in this Guaranty. No
alteration of or amendment to this Guaranty shall be effective unless given in
writing and signed by the party or parties sought to be charged or bound by the
alteration or amendment.

                            

                            
                               

                              Attorneys' Fees; Expenses.
Guarantor agrees to pay upon demand all of Lender's reasonable costs and
expenses, including Lender's attorneys' fees and Lender's legal expenses,
incurred in connection with the enforcement of this Guaranty. Lender may hire or
pay someone else to help enforce this Guaranty, and Guarantor shall pay the
reasonable costs and expenses of such enforcement. Costs and expenses include
Lender's attorneys' fees and legal expenses whether or not there is a lawsuit,
including attorneys' fees and legal expenses for bankruptcy proceedings
(including efforts to modify or vacate any automatic stay or injunction),
appeals, and any anticipated post-judgment collection services. Guarantor also
shall pay all court costs and such additional fees as may be directed by the
court.

                            

                            
                               

                              Caption Headings. Caption
headings in this Guaranty are for convenience purposes only and are not to be
used to interpret or define the provisions of this Guaranty.

                            

                            
                               

                              Governing
Law. This Guaranty will be governed by federal law applicable to Lender and, to
the extent not preempted by federal law, the laws of the State of Colorado
without regard to its conflicts of law provisions.

                            

                            
                               

                              Choice of Venue. If there is a
lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of
the courts of Jefferson County, State of Colorado.

                            

                            
                               

                              Integration. Guarantor further
agrees that Guarantor has read and fully understands the terms of this Guaranty;
Guarantor has had the opportunity to be advised by Guarantor's attorney with
respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions and
parol evidence is not required to interpret the terms of this Guaranty.
Guarantor hereby indemnifies and holds Lender harmless from all losses, claims,
damages, and costs (including Lender's attorneys' fees) suffered or incurred by
Lender as a result of any breach by Guarantor of the warranties, representations
and agreements of this paragraph.

                            

                            
                               

                              Interpretation. In all cases
where there is more than one Borrower or Guarantor, then all words used in this
Guaranty in the singular shall be deemed to have been used in the plural where
the context and construction so require; and where there is more than one
Borrower named in this Guaranty or when this Guaranty is executed by more than
one Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all
and any one or more of them. The words "Guarantor," "Borrower," and "Lender"
include the heirs, successors, assigns, and transferees of each of them. If a
court finds that any provision of this Guaranty is not valid or should not be
enforced, that fact by itself will not mean that the rest of this Guaranty will
not be valid or enforced. Therefore, a court will enforce the rest of the
provisions of this Guaranty even if a provision of this Guaranty may be found to
be invalid or unenforceable. If any one or more of Borrower or Guarantor are
corporations, partnerships, limited liability companies, or similar entities, it
is not necessary for Lender to inquire into the powers of Borrower or Guarantor
or of the officers, directors, partners, managers, or other agents acting or
purporting to act on their behalf, and any indebtedness made or created in
reliance upon the professed exercise of such powers shall be guaranteed under
this Guaranty.

                            

                            
                               

                              Notices. Any notice required
to be given under this Guaranty shall be given in writing, and, except for
revocation notices by Guarantor, shall be effective when actually delivered,
when actually received by telefacsimile (unless otherwise required by law), when
deposited with a nationally recognized overnight courier, or, if mailed, when
deposited in the United States mail, as first class, certified or registered
mail postage prepaid, directed to the addresses shown near the beginning of this
Guaranty. All revocation notices by Guarantor shall be in writing and shall be
effective upon delivery to Lender as provided in the section of this Guaranty
entitled "DURATION OF GUARANTY." Any party may change its address for notices
under this Guaranty by giving formal written notice to the other parties,
specifying that the purpose of the notice is to change the party's address. For
notice purposes, Guarantor agrees to keep Lender informed at all times of
Guarantor's current address. Unless otherwise provided or required by law, if
there is more than one Guarantor, any notice given by Lender to any Guarantor is
deemed to be notice given to all Guarantors.


                            

                            
                               

                              No Waiver by Lender. Lender
shall not be deemed to have waived any rights under this Guaranty unless such
waiver is given in writing and signed by Lender. No delay or omission on the
part of Lender in exercising any right shall operate as a waiver of such right
or any other right. A waiver by Lender of a provision of this Guaranty shall not
prejudice or constitute a waiver of Lender's right otherwise to demand strict
compliance with that provision or any other provision of this Guaranty. No prior
waiver by Lender, nor any course of dealing between Lender and Guarantor, shall
constitute a waiver of any of Lender's rights or of any of Guarantor's
obligations as to any future transactions. Whenever the consent of Lender is
required under this Guaranty, the granting of such consent by Lender in any
instance shall not constitute continuing consent to subsequent instances where
such consent is required and in all cases such consent may be granted or
withheld in the sole discretion of Lender.

                            

                            
                               

                              Successors and Assigns.
Subject to any limitations stated in this Guaranty on transfer of
Guarantor's interest, this Guaranty shall be binding upon and inure to the
benefit of the parties, their successors and assigns.

                            

                            
                               

                              Waive
Jury. Lender and Guarantor hereby waive the right to any jury trial in any
action, proceeding, or counterclaim brought by either Lender or Guarantor
against the other.

                            

                            
                               

                              DEFINITIONS. The following
capitalized words and terms shall have the following meanings when used in this
Guaranty. Unless specifically stated to the contrary, all references to dollar
amounts shall mean amounts in lawful money of the United States of America.
Words and terms used in the singular shall include the plural, and the plural
shall include the singular, as the context may require. Words and terms not
otherwise defined in this Guaranty shall have the meanings attributed to such
terms in the Uniform Commercial Code:

                            

                            
                               

                              Borrower. The word
"Borrower" means LANDPIXX, LLC; and HUGH H. WILLIAMSON III and includes all
co-signers and co-makers signing the Note and all their successors and
assigns.

                            

                            
                               

                              GAAP.  The word
"GAAP" means generally accepted accounting principles.

                            

                            
                               

                              Guarantor. The word
"Guarantor" means everyone signing this Guaranty, including without limitation
XEDAR CORPORATION, and in each case, any sioner's successors and
aeeignc-

                            

                            
                               

                              Guaranty. The word "Guaranty" means this
guaranty from Guarantor to Lender.

                               

                            

                          

                           

                        

                      

                      
                        
                           

                        

                        
                           

                          
                            

                          

                        

                        
                           

                        

                      

                       

                       

                       

                      
                        
                          COMMERCIAL
GUARANTY

                        

                         

                        
                          
                            
                              
                                	
                                        Loan
      No: 0000000018

                                      	
                                        (Continued)

                                      	
                                        Page
      4

                                      


                              

                            

                             

                            
                              
                                
                                   

                                  Indebtedness. The word "Indebtedness" means Borrower's
indebtedness to Lender as more particularly described in this
Guaranty.

                                

                                 

                                Lender.  The word "Lender" means BANK OF THE WEST, its
successors and assigns.

                              

                              
                                 

                                Note. The word "Note" means and includes without
limitation all of Borrower's promissory notes and/or credit agreements
evidencing Borrower's loan obligations in favor of Lender, together with all
renewals of, extensions of, modifications of, refinancings of, consolidations of
and substitutions for promissory notes or credit
agreements.

                              

                              
                                 

                                Related Documents. The words "Related Documents" mean all promissory
notes, credit agreements, loan agreements, environmental agreements, guaranties,
security agreements, mortgages, deeds of trust, security deeds, collateral
mortgages, and all other instruments, agreements and documents, whether now or
hereafter existing, executed in connection with the
Indebtedness.

                              

                              
                                 

                                EACH
UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS
GUARANTY AND AGREES TO ITS TERMS. IN ADDITION. EACH GUARANTOR UNDERSTANDS THAT
THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS
GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE
MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL
ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY
IS DATED FEBRUARY 25, 2008.

                              

                              
                                 

                                GUARANTOR:

                              

                              
                                


                                 

                                
                                  LANDISCOR,
INC.

                                

                              

                              
                                 

                                By:  /s/ NORA HANNAH

                              

                                    
NORA HANNAH, PRESIDENT/CEO of LANDISCOR,
INC.