ex101.htm


    Exhibit
10.1

      SETTLEMENT
AGREEMENT

       

      This
Settlement Agreement (“Agreement”) is entered into as
of November ___, 2009 by and among Greystone Business Credit II, L.L.C. (“GBC II”), GBC Funding, LLC
(“GBC Funding”) and
Greystone Maritime Holdings, LLC (“Greystone Maritime”) on the
one hand and Sierra Center Twenty Four, a Limited Liability Company (“Sierra 24”); Sierra Center
Twenty Five, a Limited Liability Company (“Sierra 25”); Furrs 1, LLC
(“Furrs 1”); Furrs 2,
LLC (“Furrs 2”); Titan
Global Holdings, Inc. (“Titan
Global”); Titan Electronics, Inc., formerly known as Titan PCB West, Inc.
(“Titan Electronics”);
Titan East, Inc., formerly known as Titan PCB East, Inc. (“Titan East”); Oblio Telecom,
Inc. (“Oblio”); USA
Detergents, Inc. (“USAD”); Titan Apparel, Inc.,
as successor to Global Brands Marketing, Inc. (“Titan Apparel”); Crivello
Group, LLC (“CG Group”);
Farwell Equity Partners, LLC (“Farwell”); Farwell Equity
Partners II, LLC (“Farwell
II”); Start Talk, Inc. (“Start Talk”); Titan
Communications, Inc. (“Titan
Comm”); Titan Nexus, Inc. (“Titan Nexus”); Phoenix
Investors, LLC (“Phoenix”); Planet Direct,
Inc., formerly known as Pinless, Inc. (“Planet Direct”); Marine Growth
Finance & Charter, Inc. (“MGFC”); Marine Growth Canada,
Ltd. (“Marine Growth”);
Fractional Marine, Inc. (“Fractional Marine”); Marine
Growth Ventures, Inc. (“Marine
Ventures”); David Marks (“Marks”) and Frank Crivello
(“Crivello”) on the
other hand.  Each of the foregoing persons and entities are sometimes
referred to as a “Party”
and collectively as the “Parties.”  GBC II,
GBC Funding and Greystone Maritime are collectively referred to herein as the
“Greystone
Parties.”  Sierra 24, Sierra 25, Furrs 1, Furrs, Titan Global,
Titan Electronics, Titan East, Oblio, USAD, Titan Apparel, CG Group, Farwell,
Farwell II, Start Talk, Titan Comm, Titan Nexus, Phoenix, Planet Direct, MGFC,
Marine Growth, Fractional Marine, Marine Ventures, Marks and Crivello are
collectively referred to herein as the “Crivello
Parties.”

       

      WHEREAS,
the Greystone Parties and Crivello Parties have entered into a series of loan
transactions identified on Exhibit A attached
hereto and made a part hereof, which for purposes of this Agreement are
hereinafter referred to as the “Furrs/Sierra Transaction”, the
“Oblio Transaction”, the
“Titan Electronics
Transaction”, the “Titan
Apparel Transaction”, the “MGV Transaction”, the “USAD Transaction” the “Titan Nexus Transaction”, the
“Appco Transaction” and
the “Planet Direct
Transaction” (collectively, the “Transactions”);

       

      WHEREAS,
in connection with the Furrs/Sierra Transaction, pursuant to that certain Loan
and Security Agreement dated as of November 13, 2007 (the “Original Loan Agreement”) by
and among GBC II, Furrs 1, Furrs 2, Sierra 24 and Sierra 25 (Furrs 1, Furrs 2,
Sierra 24 and Sierra 25 collectively referred to as “Borrowing Parties”), GBC II
made a loan to the Borrowing Parties in an aggregate principal amount not to
exceed Nine Million Three Hundred Fifty Thousand Dollars ($9,350,000) (the
“Loan”);

       

      WHEREAS,
the Original Loan Agreement was amended by (i) that certain First Amendment to
Loan and Security Agreement dated as of January 17, 2008 (“First Amendment”) by and among
GBC II, the Borrowing Parties, Marks and Crivello, (ii) that certain Furrs
Modification Agreement dated as of June 12, 2008 (the “Modification Agreement”) by
and among GBC II, GBC Funding, Borrowing Parties, CG Group, Farwell II, Marks
and Crivello, and (iii) that certain Second Loan Agreement Amendment dated as of
November 30, 2008 (“Second Loan
Agreement Amendment”) by and between GBC II, GBC Funding, the Borrowing
Parties, Marks and Crivello (the Original Loan Agreement, as amended by the
First Loan Agreement Amendment, the Modification Agreement and the Second Loan
Agreement, collectively referred to as the “Loan Agreement”);

       

      WHEREAS,
to secure the Loan, the Borrowing Parties made and delivered to GBC II certain
Senior Mortgages and Assignments of Leases and Rents dated as of November 13,
2007 (as amended, “Senior
Mortgages” and “Senior
ALRs”), encumbering the four properties legally described on Exhibit B attached
hereto (“Project One”,
“Project Two”, “Project Three” and “Project Four”, and
collectively referred to as the “Projects”);

       

      WHEREAS,
certain affiliates of Marks and Crivello are parties to the Titan Loan
Instruments (as defined in the Loan Agreement), and in order to induce GBC II to
make the Loan, the Borrowing Parties agreed to grant a lien in their assets to
secure certain obligations under the Titan Loan Instruments in an amount up to
but not exceeding Eight Million Dollars ($8,000,000) (the “Titan
Obligations”);

       

      WHEREAS,
to secure the Titan Obligations, the Borrower Parties made and delivered to GBC
II certain Junior Mortgages and Junior Assignments of Leases and Rents dated as
of November 13, 2007 (as amended, “Junior Mortgages” and “Junior ALRs”) encumbering the
Projects;

       

      WHEREAS,
the Oblio Borrowers (as defined in the Loan Agreement), which are affiliates of
Marks and Crivello, are parties to the Titan Loan Agreement (as defined in the
Loan Agreement) and as additional consideration for GBC II to make the Loan,
Borrower Parties agreed to grant a lien in their assets to secure certain
obligations of the Oblio Borrowers under the Titan Loan Agreement in an amount
up to but not exceeding Six Million Dollars ($6,000,000’) (the “Oblio
Obligations”);

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      WHEREAS,
to secure the Oblio Obligations, the Borrower Parties made and delivered to GBC
II certain Third Mortgages and Third Assignments of Leases and Rents dated as of
January 17, 2008 (as amended, “Third Mortgages” and “Third ALRs”) encumbering the
Projects;

       

      WHEREAS,
certain disputes have arisen with respect to each of the
Transactions;

       

      WHEREAS,
Furrs 1, Furrs 2, Sierra 24, and Sierra 25 brought a lawsuit against GBC II, GBC
Funding, and Greystone & Co. in the Circuit Court of Milwaukee County,
Wisconsin known as Furrs 1,
LLC; Furrs 2, LLC; Sierra Center Twenty Four, LLC; and Sierra Center Twenty
Five, LLC v. Greystone Business Credit II, L.L.C.; GBC Funding, LLC; and
Greystone & Co., Inc., Case No. 09 CV 004855 (the “Wisconsin Declaratory Judgment
Litigation”);

       

      WHEREAS,
GBC II brought a lawsuit against Sierra 24 and Sierra 25 in the Circuit Court of
Milwaukee County, Wisconsin known as Greystone Business Credit II, L.L.C.
v. Sierra Center Twenty Four and Sierra Center Twenty Five, Case No. 09
CV 005138 (the “Wisconsin
Foreclosure Litigation”);

       

      WHEREAS,
GBC II brought a lawsuit against Furrs 1 and Furrs 2 in the Second Judicial
District Court, County of Bernalillo, New Mexico known as Greystone Business Credit II, L.L.C.
v. Furrs 1, LLC and Furrs 2, LLC, Case No. CV 2009-03830 (the “New Mexico Foreclosure
Litigation”);

       

      WHEREAS,
GBC II brought an Admiralty Action against MGFC, Marine Growth, Fractional
Marine and Marine Ventures in the Federal Court of Canada known as Greystone Business Credit II, LLC v.
Marine Growth Canada, Ltd., et al, Court No. T-340-09 (the “Admiralty
Litigation”);

       

      WHEREAS,
GBC II applied for a Bankruptcy Order against Marine Growth in the Supreme Court
of British Columbia, Canada known as In the Matter of the Bankruptcy of
Marine Growth Canada, Ltd., Court No. B09-1130 (the “Canadian Bankruptcy
Litigation”);

       

      WHEREAS,
GHC II, GBC Funding and Greystone & Co., Inc. filed a Notice with Summons
against Furrs 1, Furrs 2, Sierra 24, Sierra 25, CG Group, Farwell II, Crivello
and Marks in the Supreme Court of the State of New York, County of New York,
known as Greystone Business
Credit II, LLC et al. vs. Furrs 1, LLC et al., Index No. 601345/09, which
action was subsequently dismissed (the “New York Declaratory Judgment
Action”);

       

      WHEREAS,
the Parties have decided that it would be in their mutual best interests to
settle and compromise all claims between the Greystone Parties on the one hand
and the Crivello Parties on the other hand, with respect to the Transactions,
including but not limited to the claims made in the Wisconsin Foreclosure
Litigation, the Wisconsin Declaratory Judgment Litigation, the New Mexico
Foreclosure Litigation, the Admiralty Litigation and the Canadian Bankruptcy
Litigation and any and all defenses, counterclaims and third-party claims,
including, but not limited to, claims in the nature of set-off or recoupment,
and any other claims that were or could have been brought in the Wisconsin
Foreclosure Litigation, the Wisconsin Declaratory Judgment Litigation, the New
Mexico Foreclosure Litigation the Admiralty Litigation and the Canadian
Bankruptcy Litigation; and

       

      WHEREAS,
as part of the settlement, the Parties have determined that fee simple and
leasehold title, as applicable, in Project One, Project Two and Project Four
will be conveyed from the Crivello Parties to the Greystone Parties (or to a
nominee of the Greystone Parties) in accordance with the terms and conditions
contained herein and that GBC II shall retain a first priority interest in
Project Three.

       

      NOW,
THEREFORE, in consideration of the mutual covenants and undertakings contained
herein, and other good and valuable consideration the receipt and adequacy of
which is hereby acknowledged, it is agreed as follows:

       

      1. Dismissal of Litigation
Relating to Furrs/Sierra Transaction.

       

        Upon
execution of this Agreement, counsel for the Parties shall immediately execute
and counsel for GBC II shall cause to be filed, within two (2) court business
days in each respective court, stipulations to dismiss the Wisconsin Foreclosure
Litigation, the Wisconsin Declaratory Judgment Litigation, the New Mexico
Foreclosure Litigation and the Admiralty Litigation with prejudice and without
costs or attorneys’ fees, the form of said stipulations to be those attached as
Exhibit C
attached hereto and made a part hereof.

       

      2. Conveyance of Project One,
Project Two and Project Four

       

      (a) Project One (4016 Louisiana
Boulevard, Albuquerque, New Mexico).  Upon
execution of this Agreement, Furrs 1 shall deposit with Chicago Title and Trust
Company, 171 N. Clark Street, Chicago, Illinois 60601, Attn: Jennifer Rench
(“Escrowee”) or as
otherwise agreed upon by the Greystone Parties, (i) a special warranty deed
conveying to a nominee of the Greystone Parties (“Greystone Nominee”) fee simple
title interest to Parcel 1A of Project One, (ii) an assignment to Greystone
Nominee of the leasehold interest of Furrs 1, as ground lessee under the Ground
Lease, to Parcel 1B of Project One; (iii) a bill of sale transferring all of the
right, title and interest of Furrs 1 in its personal property, if any, to
Greystone Nominee free and clear of all liens, security interests and adverse
claims; (iv) a certified rent roll; (v) an estoppel from Furrs 1 indicating that
there are no defaults under any of the leases encumbering Project One or if any
default exists, specifying the exact nature of the default; (vi) a title
affidavit; (vii) an estoppel affidavit; (viii) originals or certified copies of
all leases encumbering Project One, (ix) an assignment to Greystone Nominee of
all of the right, title and interest of Furrs 1 in the leases and all rent and
security deposits payable thereunder pertaining to Project One; (x) an
assignment to Greystone Nominee of all of the right, title and interest of Furrs
1 in and to any contracts, licenses and permits pertaining to Project One; (xi)
copies of all books and records pertaining to Project One, and originals, to the
extent in Furrs 1’s possession, of all warranties, guarantees and other
documents relating to the operation of Project One in the possession or control
of Furrs 1; (xii) all non-cash security deposits, if any, together with any
assignments or other documents necessary to vest title to the same in Greystone
Nominee; (xiii) all transfer declarations or similar documentation required by
law, if any; and (xiv) any and all additional documents Chicago Title Insurance
Company (“Title
Company”) or Greystone Nominee deem reasonably necessary to the proper
consummation of the transaction contemplated by this Agreement.

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

      (b) Project Two (5850 Eubanks
Avenue, Albuquerque, New Mexico).  Upon execution of this
Agreement, Furrs 2 shall deposit with Escrowee or as otherwise agreed upon by
the Greystone Parties (i) a special warranty deed conveying to Greystone Nominee
fee simple title interest to Project Two; (ii) a bill of sale transferring all
of the right, title and interest of Furrs 2 in its personal property, if any, to
Greystone Nominee free and clear of all liens, security interests and adverse
claims; (iii) a certified rent roll; (iv) an estoppel from Furrs 2 indicating
that there are no defaults under any of the leases encumbering Project Two or if
any default exists, specifying the exact nature of the default; (v) a title
affidavit; (vi) an estoppel affidavit; (vii) originals or certified copies of
all leases encumbering Project Two, (viii) an assignment to Greystone Nominee of
all of the right, title and interest of Furrs 2 in the leases and all rent and
security deposits payable thereunder pertaining to Project Two; (ix) an
assignment to Greystone Nominee of all of the right, title and interest of Furrs
2 in and to any contracts, licenses and permits pertaining to Project Two; (x)
copies of all books and records pertaining to Project Two, and originals, to the
extent in Furrs 2’s possession, of all warranties, guarantees and other
documents relating to the operation of Project Two in the possession or control
of Furrs 2; (xi) all non-cash security deposits, if any, together with any
assignments or other documents necessary to vest title to the same in Greystone
Nominee; (xii) all transfer declarations or similar documentation required by
law, if any; and (xiii) any and all additional documents Title Company or
Greystone Nominee deem reasonably necessary to the proper consummation of the
transaction contemplated by this Agreement.

       

      (c) Project Four (1414-1438 East
Brady Street, Milwaukee, Wisconsin).  Upon execution of this
Agreement, Sierra 25 shall deposit with Escrowee or as otherwise agreed upon by
the Greystone Parties (i) a special warranty deed conveying to Greystone Nominee
fee simple title interest to Project Four, (ii) a bill of sale transferring all
of the right, title and interest of Sierra 25 in its personal property, if any,
to Greystone Nominee free and clear of all liens, security interests and adverse
claims; (iii) a certified rent roll; (iv) an estoppel from Sierra 25 indicating
that there are no defaults under any of the leases encumbering Project Four or
if any default exists, specifying the exact nature of the default; (v) a title
affidavit (vi) an estoppel affidavit; (vii) originals or certified copies of all
leases encumbering Project Four, (viii) an assignment to Greystone Nominee of
all of the right, title and interest of Sierra 25 in the leases and all rent and
security deposits payable thereunder pertaining to Project Four; (ix) an
assignment to Greystone Nominee of all of the right, title and interest of
Sierra 25 in and to any contracts, licenses and permits pertaining to Project
Four; (x) copies of all books and records pertaining to Project Four, and
originals, to the extent in Sierra 25’s possession, of all warranties,
guarantees and other documents relating to the operation of Project Four in the
possession or control of Sierra 25; (xi) all non-cash security deposits, if any,
together with any assignments or other documents necessary to vest title to the
same in Greystone Nominee; (xii) all transfer declarations or similar
documentation required by law, if any; and (xiii) any and all additional
documents Title Company or Greystone Nominee deem reasonably necessary to the
proper consummation of the transaction contemplated by this
Agreement.  Notwithstanding anything contained herein to the contrary,
Sierra 25 shall not be required to pay, either now or in the future, those
certain accounts payable for Project Four relating to real estate taxes, water
charges and sewer fees.

       

      (d) Release of Senior, Junior
and Third Mortgage Liens.  Upon execution of this Agreement,
GBC II shall deposit with Escrowee releases with respect to the Senior
Mortgages, Junior Mortgages, Third Mortgages, Senior ALRs, Junior ALRs, Third
ALRs and UCC financing statement amendments terminating the effectiveness of the
UCC-1 financing statements pertaining to Project One, Project Two and Project
Four.

       

      3. Project Three (3921-3953 S.
76th Street, Milwaukee,
Wisconsin)

       

      .  Upon
execution of this Agreement, GBC II shall deposit with Escrowee releases of the
Senior ALR, Junior Mortgage, Junior ALR, Third Mortgage and Third ALR pertaining
to Project Three.  In addition, upon the execution of this Agreement,
GBC II and the Crivello Parties shall deposit with Escrowee an Amended and
Restated Note in the amount of $1,000,000 and an Amended and Restated Senior
Real Property Mortgage and Assignment of Leases and Rents (the “Amended and Restated
Mortgage”), and a Guaranty from each of Marks and Crivello (the “Guaranty”) substantially in
the forms attached hereto as Exhibits D, E and F,
respectively.

       

      4. Back Rent on Project Three
and Project Four and Walgreens.  With
the exception of any and all rent and other charges and amounts due and owing
from Walgreen Co. (“Walgreens”) pertaining to
Project Four, each Party shall have the right to retain all rents pertaining to
Project Three and Project Four that has been collected by said Party through
November 23, 2009.  The Crivello Parties shall use commercially
reasonable efforts to cooperate with the Greystone Parties in obtaining all
past-due payments from Walgreens.  Upon execution of this Agreement,
GBC II and Sierra 25 shall execute a letter addressed to Walgreens requesting
that all rent and other charges and amounts due and owing under its lease be
remitted to GBC II or its nominee.  To the extent Walgreens remits any
such payment(s) to Sierra 25 or any of the Crivello Parties, Sierra 25 shall
promptly remit such payment to the Greystone Parties.  Upon execution
of this Agreement, the Greystone Parties shall remit by wire transfer to
Escrowee an amount equal to One Hundred Eighty-Nine Thousand Six Hundred
Seventy-Two and 37/100 Dollars ($189,672.37) which shall be remitted to Sierra
25 in accordance with the Closing Procedures as hereinafter set
forth.

       

      5. Management of the
Projects

       

      .  Upon
execution of this Agreement, GBC II, or one of its affiliates, will immediately
take over the management of each of the Projects with the exception of Project
Three and the Crivello Parties shall furnish evidence satisfactory to the
Greystone Parties that each of the existing management agreements for the
pertinent Projects have been terminated.

       

      6. MGV
Transaction

       

      .  Upon
execution of this Agreement, the Greystone Parties shall return and/or terminate
any and all stock pledges and certificates pertaining to
MGFC.  Effective on the date hereof, that certain guaranty executed by
MGFC in favor of GBC II shall be deemed terminated and of no further force and
effect.  With respect to the vessel known as the Pacific Aurora (the
“Aurora”), which is
registered in British Columbia, Canada and is currently docked in Vancouver, the
Crivello Parties hereby agree to forever be barred from asserting any claim to
the Aurora or challenging any rights of the Greystone Parties to the Aurora, and
agree to reasonably cooperate with GBC II in any manner required in the
Admiralty Litigation or the Canadian Bankruptcy Litigation to effect GBC II’s
possessions of and title to the Aurora.

       

      7. Titan Apparel
Transaction.  With
respect to the Titan Apparel Transaction, there remains a VAT credit in the
amount of approximately $2,200,000 (the “VAT
Credit”).  Pursuant to this Agreement, the Crivello Parties
hereby agree to forever be barred from asserting any claim to the VAT Credit or
challenging any rights of the Greystone Parties to the VAT Credit.

       

      8. Titan Nexus
Transaction.  Pursuant
to this Agreement, the Crivello Parties hereby agree to forever be barred from
asserting any claim or challenging any rights of the Greystone Parties to the
personal property of Titan Nexus, which personal property has previously been
surrendered by Titan Nexus to the Greystone Parties pursuant to the Titan Nexus
Transaction.

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      9. Assignment by Greystone to
Crivello

       

      .  Upon
execution of this Agreement, the Greystone Parties shall assign to Furrs 1,
Furrs 2, Sierra 24 and Sierra 25, certain stock and equity warrants and/or
interests that the Greystone Parties may have in any of the Crivello Parties,
and certain loans, guarantees, security interests, pledges (including stock
pledges), and certain claims, rights, and causes of action that the Greystone
Parties have against certain of the Crivello Parties and certain of the bankrupt
subsidiaries of the Crivello Parties; excepting the loan, mortgage, guarantee,
claims, rights and causes of action preserved or created by this Agreement,
including (i) the Walgreens’ rent retained by the Greystone Parties as set forth
in Section 4 hereof, (ii) any claim of the Greystone Parties to the Aurora as
set forth in Section 6 hereof, (iii) any claim of the Greystone Parties to a VAT
refund as set forth in Section 7 hereof, (iv) any claim of the Greystone Parties
to the personal property of Titan Nexus as set forth in Section 9 hereof; and
(v) any claim of the Greystone Parties under any guarantee of URI Evan or
Sudeepto Datta.  The foregoing assignment shall be substantially in
the form of Assignment attached hereto as Exhibit G (the “Greystone
Assignment”).  The Greystone Parties shall execute such
instruments of assignment and other documentation as the Crivello Parties may
request to effectuate the Greystone Assignment.  Upon the execution of
this Agreement, the Greystone Parties shall detail the principal, interest and
other charges outstanding under the loans that are being assigned pursuant to
the Greystone Assignment.

       

      10. Release of Marks and
Crivello Guarantees and Assignment of Titan Global Guarantee.  Upon
execution of this Agreement, those certain guarantees dated December 29, 2006
and February 6, 2008, as well as any other guarantees related to Titan Global,
Furrs 1, Furrs 2, Sierra 24 or Sierra 25 executed by Marks and Crivello in favor
of the Greystone Parties shall be deemed terminated.  In addition,
that certain guaranty dated December 14, 2007, executed by Titan Global in favor
of the Greystone Parties, shall be assigned to Furrs 1, Furrs 2, Sierra 24 and
Sierra 25, or their nominee, pursuant to Section 9 hereof.

       

      11. Closing
Provisions.  On
the date hereof, Escrowee shall advise the attorneys for the Greystone Parties
(Greenberg Traurig, LLP (“GT”)) and the attorneys for
the Crivello Parties (Leverson & Metz, SC (“LM”)) whether Escrowee has
received all of the deposits referenced in this Agreement and is ready to
institute certain closing procedures (the “Closing
Procedures”).  The Closing Procedures shall consist of the
following:

       

      (a) Title
Company shall be ready, willing, able and unconditionally and irrevocably
committed to issue to GBC II (or its nominee) a signed owner’s and leasehold
owner’s title policy (as applicable) dated effective as of the date hereof in
exactly the form of the pro forma title policies attached hereto as Exhibits H, I and J
in the amounts referenced thereon, and a loan policy with respect to Project
Three in the form of the pro forma title policy attached hereto as Exhibit K in the
amount of $1,000,000.

       

      (b) Escrowee
shall record the releases of the Senior Mortgages, Junior Mortgages, Third
Mortgages, Senior ALRs, Junior ALRs, Third ALRs and UCC Amendments in the
appropriate office(s).

       

      (c) Escrowee
shall record the Amended and Restated Mortgage with respect to Project
Three.

       

      (d) Escrowee
shall wire transfer to Sierra 25 One Hundred Eighty-Nine Thousand Six Hundred
Seventy-Two and 37/100 Dollars ($189,672.37) pursuant to wire instructions
furnished by the Crivello Parties.

       

      (e) Escrowee
shall record the special warranty deeds and the estoppel affidavits for each of
Project One, Project Two and Project Four and the Assignment and Assumption of
Ground Lease for Project One in the appropriate offices.

       

      (f) Escrowee
shall deliver to GT originals of each of the documents referenced in Section 2
hereof, together with the Amended and Restated Note and Guaranty as referenced
in Section 3 hereof, the letter to Walgreens referenced in Section 4 hereof, and
the termination of the management agreement(s) referenced in Section 5
hereof.

       

      (g) Escrowee
shall deliver to LM originals of the Greystone Assignment.

       

      (h) With
respect to the title premiums for each of the title policies and any fees
associated with the documents that Escrowee shall be recording pursuant to
Section 11(a) hereof, Escrowee shall advise the Greystone Parties or GT of the
amount due and the Greystone Parties shall wire such amount to Escrowee pursuant
to wire instructions furnished to GT.

       

      12. General Release of the
Crivello Parties.  With the express
exception of any claims regarding the obligations set forth in this Agreement
and any of the agreements attached as Exhibits D, E, F and
G hereto, the Greystone Parties, on their own behalf and on behalf of
their respective heirs, assigns, beneficiaries, successors, agents, attorneys,
representatives and any other entity in which the Greystone Parties, or any of
them, has any ownership interest or control (collectively, for purposes of this
paragraph only, the “Greystone
Releasors”), do hereby fully release, remise and forever discharge the
Crivello Parties and their respective officers, directors, shareholders,
members, managers, employees, divisions, parents, subsidiaries, affiliates,
heirs, assigns, beneficiaries, successors, agents, attorneys, and
representatives of and from any and all claims, whether previously asserted or
otherwise, and whether known or unknown, including, but not limited to, the
claims alleged by the GBC II in the Wisconsin Foreclosure Litigation and the New
Mexico Foreclosure Litigation (for purposes of this paragraph only, the “Released Claims”), with the
exception of any cross-claims, third-party claims or other claims which may be
asserted against the Crivello Parties by the Greystone Releasors arising from
claims brought by others against the Greystone Releasors involving any conduct
by the Crivello Parties, which claims are expressly excluded from the scope of
Released Claims.  Notwithstanding the foregoing, any cross-claim,
third-party claim or other claim that the Greystone Releasors might have against
the Crivello Parties in connection with George L. Miller v. Greystone
Business Credit II, LLC, et al., United States Bankruptcy Court for the
District of Delaware, Adversary Proceeding No. 09-50100 (the “Miller Action”), on account of
any claim under 11 U.S.C. §547 asserted against a Greystone Releasor in the
Miller Action shall be included among the Released Claims; but the Released
Claims shall not include any other cross-claims, third-party claims, or other
claims that the Greystone Releasors might have against the Crivello Parties in
the Miller Action or any other action or proceeding.  The Greystone
Releasors agree that subject to the exceptions above, this instrument may be
treated as a complete defense to any suit, action or proceeding that may be
brought, instituted or taken by the Greystone Releasors or their subrogees
against any of the Crivello Parties on the Released Claims and shall forever be
a complete bar to the commencement or prosecution of any suit action or
proceeding by the Greystone Releasors or their subrogees against any of the
Crivello Parties for any damages, costs or attorneys’ fees arising from or in
any way connected with the Released Claims.  The Greystone Releasors
represent and warrant to the Crivello Parties that they have not assigned or
otherwise transferred any of the Released Claims to any individual, firm,
corporation or other legal entity.

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      13. General Release of the
Greystone Parties.  With
the express exception of any claims regarding the obligations set forth in this
Agreement and any of the agreements attached as Exhibits D, E, F and
G hereto, the Crivello Parties, on their own behalf and on behalf of
their respective officers, directors, shareholders, members, managers,
employees, divisions, parents, subsidiaries, affiliates, heirs, assigns,
beneficiaries, successors, agents, attorneys, representatives, and any other
entity in which the Crivello Parties, or any of them, have any ownership
interest or control (collectively, for purposes of this paragraph only, the
“Crivello Releasors”),
do hereby fully release, remise and forever discharge the Greystone Parties,
Greystone & Co., Inc., a Delaware corporation, affiliates and entities
controlled by Stephen Rosenberg, and their respective officers, directors,
shareholders, members, managers, employees, divisions, parents, subsidiaries,
affiliates, heirs, assigns, beneficiaries, successors, agents, attorneys,
representatives, and any other entity in which the Greystone Parties, or any of
them, have any ownership interest or control of and from any and all claims,
whether previously asserted or otherwise, and whether known or unknown,
including, but not limited to, the claims, alleged by Furrs 1, Furrs 2, Sierra
24, and Sierra 25 in the Wisconsin Declaratory Judgment Litigation, the
counterclaims asserted by Furrs 1, Furrs 2, Sierra 24, and Sierra
24  in the Wisconsin Foreclosure Litigation, the counterclaims
asserted by Furrs 1 and Furrs in the New Mexico Foreclosure Litigation, the
Statement of Defence and Counterclaims asserted by MGFC, Marine Growth,
Fractional Marine and Marine Ventures in the Admiralty Litigation, and any
defences or counterclaims asserted by Marine Growth in the Canadian Bankruptcy
Litigation, and expressly includes and claims arising from or related to the
allegation that the Greystone Parties caused or contributed to: Titan Global’s
failure to timely complete financial statements, to timely file any required
documents with the SEC, or to the eventual delisting of Titan Global with
resulting damages  (for purposes of this paragraph only, the “Released Claims”), or any
claims arising in whole or in part from the allegations asserted by any Crivello
Party within the Released Claims.  The Crivello Releasors agree that
this instrument may be treated as a complete defense to any suit, action or
proceeding that may be brought, instituted or taken by the Crivello Releasors or
their subrogees against any of the Greystone Parties on the Released Claims and
shall forever be a complete bar to the commencement or prosecution of any suit,
action or proceeding by the Crivello Releasors or their subrogees against any of
the Greystone Parties for any damages, costs or attorneys’ fees arising from or
in any way connected with the Released Claims.  The Crivello Releasors
represent and warrant to the Greystone Parties that they have not assigned or
otherwise transferred any of the Released Claims to any individual, firm,
corporation or other legal entity.

       

      14. Execution of Related
Agreements.  Simultaneous with
the Parties’ execution of this Agreement, the Parties shall execute or cause to
be executed the documents heretofore referenced.  Failure to execute
any of the agreements attached hereto shall constitute a material breach of this
Agreement.  However, a subsequent breach of any of the agreements
attached hereto shall only constitute a breach of that respective agreement and
shall not in and of itself constitute a material breach of this
Agreement.

       

      15. Authority.  Each
Crivello Party hereby represents and warrants to the Greystone Parties that each
such Crivello Party is a duly formed and existing entity, that each Crivello
Party has full right and authority to execute and deliver this Agreement, and
that each person signing on behalf of such Crivello Party is authorized to do
so.  With respect to Furrs 1, Furrs 2, Sierra 24 and Sierra 25, such
parties shall be qualified to do business in the states in which the Projects
are located.  Simultaneously herewith, each such Crivello Party shall
furnish resolutions to the Greystone Parties evidencing the
foregoing.  Notwithstanding the foregoing and anything else in this
Agreement to the contrary, the authority of USAD and Marine Growth to execute
this Agreement is subject to any limitations arising from their respective
pending bankruptcy proceedings, and the foregoing representation and warranty is
subject to this limitation.

       

      16. Guaranty.  Crivello
and Marks (collectively, the “Guarantors”) hereby agree to
be personally liable to the Greystone Parties for the performance of all of the
obligations of the Crivello Parties set forth in this Agreement and for the
breach of any representation, warranty or covenant herein made by any of the
Crivello Parties.  The foregoing guaranty shall be absolute,
independent and a present guaranty of payment and performance.  The
Greystone Parties shall not be required to prosecute collection, enforcement or
other remedies against any of the other Crivello Parties nor to pursue any other
rights or remedies before seeking satisfaction of the Guarantors’
liabilities.  Guarantors shall pay all of Guarantors’ liabilities to
the Greystone Parties in full immediately upon demand.

       

      17. Miscellaneous.

       

      (a) The
recitals set forth above are incorporated in this Agreement as though fully set
forth herein.

       

      (b) The
Parties agree that the execution of this Agreement and/or the performance of any
of the covenants or obligations hereunder is in no way an admission of any fact
or matter or liability whatsoever, and that the consideration mutually given by
the Parties hereunder is given solely to terminate further controversy with
respect to all claims the Parties have against one another.

       

      (c) The
Parties represent and warrant that, in entering into this Agreement, they have
relied on their own investigation and on the investigation and advice of their
respective attorneys and have not relied on any statement, representation or
commitment of any kind made by any other Party, or by the other Parties’
representatives, successors, assignees, heirs, officers, directors,
shareholders, employees, agents, or attorneys.

       

      (d) The
Parties acknowledge that this Agreement has not been drafted by any one Party or
that Party’s attorney.  The Parties further represent that this
Agreement represents the collaborative drafting efforts of all Parties through
their respective attorneys.  Accordingly, none of the Parties will be
entitled to have any language contained in this Agreement construed against the
other because of the identity of the drafter.

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      (e) THIS
AGREEMENT AND THE OTHER DOCUMENTS  REFERENCED HEREIN WERE EACH
NEGOTIATED IN THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A
SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTIONS
EMBODIED HEREBY, INCLUDING WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.  THEREFORE, THIS
AGREEMENT SHALL BE CONSTRUED AND INTERPRETED WITH, AND GOVERNED BY THE INTERNAL
LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO NEW YORK CHOICE OF LAW
PRINCIPLES); PROVIDED, HOWEVER, THAT THE LAWS OF THE STATE WHERE THE LAND IS
LOCATED SHALL APPLY TO THE CREATION, PERFECTION AND ENFORCEMENT OF ANY LIENS,
SECURITY INTERESTS AND ENCUMBRANCES GRANTED OR CREATED BY THE MORTGAGES ON REAL
PROPERTY LOCATED IN THE STATE WHERE THE LAND IS LOCATED, AND THE MANAGEMENT,
OPERATION, DISPOSITION AND REALIZATION OF THE SECURITY PROVIDED
THEREBY.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE LAWS
OF THE STATE OF NEW YORK SHALL APPLY TO ALL MATTERS RELATING TO THE CHARGING AND
COLLECTION OF INTEREST AND FEES UNDER THE LOAN DOCUMENTS.

       

      (f) The
titles and headings in this Agreement are included only for ease of reference
and shall have no substantive effect.

       

      (g) The
Parties agree that this Agreement, including this provision, may only be
modified, amended or changed by a written document executed by each of the
Parties to this Agreement.

       

      (h) A waiver
of any of the terms of this Agreement, including this provision, shall not be
valid unless it is in writing and signed by all Parties.  The failure
of a Party to enforce any of the provisions of the Agreement at any time, or to
require performance by any other Party of any of the provisions, shall not in
any way be construed:  (i) as a waiver of such provisions; (ii) to
affect the validity of any part of this Agreement; or (iii) to affect the right
of a Party to thereafter enforce each and every provision of the
Agreement.  Waiver of any breach of this Agreement shall not be deemed
to be a waiver of any other or subsequent breach of this Agreement.

       

      (i) Any
notice required to be given hereunder shall be sent by facsimile and certified
mail, return receipt requested, to the following individuals:

       

      


      
        	
                For Greystone Parties, or any of
      them

              	
                For Crivello Parties, or any of
      them

              
	
                c/o
      Greystone Business Credit II, L.L.C.

                152
      West 57th
      Street, 11th
      Floor

                New
      York, New York  10019

                Attn:  General
      Counsel

                (212)
      649-9749

                (212)
      896-9199 (facsimile)

                 

                with
      a copy to:

                Greenberg
      Traurig, LLP

                77
      West Wacker Drive, Suite 3100

                Chicago,
      Illinois 60601

                Attn:  José
      A. Isasi, II

                (312)
      456-8400

                (312)
      899-0362 (facsimile)

                 

              	
                c/o
      Phoenix Investors, LLC

                1818
      North Farwell Avenue

                Milwaukee,
      Wisconsin  53202

                Attn:  David
      Marks

                (414)
      283-2600

                (414)
      283-2610 (facsimile)

                 

                with
      a copy to:

                Leverson
      & Metz, SC

                225
      E. Mason Street, Suite 100

                Milwaukee,
      Wisconsin  53202

                Attn:  Leonard
      Leverson

                (414)
      271-8500

                (414)
      271-8504 (facsimile)

                 

              


      

       

      (j) This
Agreement shall be binding upon and inure to the benefit of the Parties and
their legal representatives, heirs, successors, assigns, employees, officers,
directors and shareholders.  No Party to this Agreement shall take any
action indirectly (including through an intermediary or as part of a group) that
such Party is not permitted by this Agreement to take directly.

       

      (k) THE
CRIVELLO PARTIES AND THE GREYSTONE PARTIES  EACH HEREBY WAIVE THEIR
RESPECTIVE RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE THIS
AGREEMENT OR ANY OF THE OTHER  DOCUMENTS OR BASED UPON, OR ARISING OUT
OF, THE SUBJECT MATTER OF THIS AGREEMENT OR ANY OF THE OTHER DOCUMENTS EXECUTED
IN FURTHERANCE OF THIS AGREEMENT.  THIS WAIVER IS KNOWINGLY,
INTENTIONALLY AND VOLUNTARILY MADE BY THE CRIVELLO PARTIES AND THE GREYSTONE
PARTIES, AND THE CRIVELLO PARTIES ACKNOWLEDGE THAT NEITHER THE GREYSTONE PARTIES
NOR ANY PERSON ACTING ON BEHALF OF THE GREYSTONE PARTIES HAS MADE ANY
REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR HAS TAKEN ANY
ACTIONS WHICH IN ANY WAY MODIFY OR NULLIFY ITS EFFECT.  THE CRIVELLO
PARTIES AND THE GREYSTONE PARTIES EACH ACKNOWLEDGE THAT THIS WAIVER IS A
MATERIAL INDUCEMENT TO ENTER INTO THIS AGREEMENT, THAT EACH OF THEM HAS ALREADY
RELIED ON THIS WAIVER IN ENTERING INTO PRIOR TRANSACTIONS AND THAT EACH OF THEM
WILL CONTINUE TO RELY ON THIS WAIVER. IN THEIR RELATED FUTURE
DEALINGS.

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

       

      (l) THE CRIVELLO PARTIES AND THE
GREYSTONE PARTIES HEREBY AGREE THAT THE MANDATORY AND EXCLUSIVE JURISDICTION,
FORUM AND VENUE FOR ANY LEGAL SUIT, ACTION OR PROCEEDING, WHETHER IN EQUITY,
CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
OTHER DOCUMENTS EXECUTED IN FURTHERANCE OF THIS AGREEMENT, SHALL BE ANY STATE OR
FEDERAL COURT LOCATED WITHIN THE SOUTHERN DISTRICT OF NEW YORK, STATE OF NEW
YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS
LAW.  THE PARTIES HEREBY ACKNOWLEDGE AND IRREVOCABLY AGREE THAT THEY
HAVE READ AND UNDERSTAND THIS SECTION AND AGREE THAT THE PARTIES’ CHOSEN
JURISDICTION, FORUM AND VENUE PROVIDED FOR HEREIN IS TO THE EXCLUSION OF ALL
OTHER COURTS, VENUES OR JURISDICTIONS IRRESPECTIVE OF THE POSSIBILITY THAT A
LEGAL SUIT, ACTION OR PROCEEDING COULD HAVE BEEN BROUGHT ELSEWHERE, AND FURTHER
AGREE THAT THE PARTIES ARE BARRED FROM ASSERTING, ADVANCING, OR OTHERWISE
RELYING UPON ANY CLAIM, ARGUMENT, AND/OR DEFENSE THAT SEEKS TO ABROGATE OR
OTHERWISE DISCLAIM THE ENFORCEABILITY OF THIS
SECTION.  NOTWITHSTANDING THE FOREGOING, THE PARTIES AGREE THAT ANY
FORECLOSURE PROCEEDING INITIATED BY THE GREYSTONE PARTIES MAY, DUE TO THE
POTENTIAL NEED TO OBTAIN JURISDICTION OVER NON-PARTIES TO THIS AGREEMENT, BE
BROUGHT IN THE STATE OR FEDERAL COURTS LOCATED IN MILWAUKEE,
WISCONSIN.  THE CRIVELLO PARTIES AND THE GREYSTONE PARTIES FURTHER
AGREE THAT THE BRINGING OF SUCH A FORECLOSURE ACTION DOES NOT CONSTITUTE A
WAIVER OF THE EXCLUSIVE AND MANDATORY JURISDICTION AND VENUE IN THE STATE OR
FEDERAL COURTS LOCATED WITHIN THE SOUTHERN DISTRICT OF NEW YORK.  THE
CRIVELLO PARTIES AND THE GREYSTONE PARTIES EXPRESSLY SUBMIT AND CONSENT TO THE
JURISDICTION OF THE
AFORESAID COURTS AND WAIVE ANY DEFENSE OF FORUM NON CONVENIENS. THE CRIVELLO PARTIES AND THE
GREYSTONE PARTIES HEREBY
WAIVES PERSONAL SERVICE
OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON
THE CRIVELLO PARTIES AND
THE GREYSTONE PARTIES BY
CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED,
ADDRESSED TO THE CRIVELLO PARTIES AND THE GREYSTONE PARTIES , AT THE
ADDRESS SET FORTH IN
THIS AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME
HAS BEEN POSTED.

       

      (m) If, for
any reason, any provision of this Agreement is determined to be void or invalid,
that determination shall not affect the legality or enforceability of the
remaining provisions of this Agreement.

       

      (n) This
Agreement reflects all of the agreements and understandings among the Parties
concerning the subject matter of this Agreement.  There are no prior,
other or additional agreements, representations, or warranties among them
concerning the subject matter of this Agreement.  This Agreement
supersedes all previous communications or representations, either oral or
written, among the Parties or any of their agents concerning the subject matter
of this Agreement.

       

      (o) This
Agreement may be executed in multiple counterparts, each of which, when so
executed and delivered and when accompanied by signature pages that, when taken
together, bear the signature of all Parties, shall be considered as having been
duly executed by the Parties, shall be considered an original, and shall be
considered as one and the same instrument and agreement.  Executed
signature pages delivered by telecopier or by an e-mail which contains a
portable document format (.pdf) file of an executed signature page shall be
binding as original signatures.

       

      (p) Promptly
upon request from time to time of one of the Parties, each Party shall do,
execute, acknowledge and deliver or cause to be done, executed, acknowledged or
delivered, to or at the direction of each Party, all further acts, transfers,
assignments, powers and other documents and instruments as may be reasonably
requested to give effect to the transactions contemplated hereby.

       

      [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


      
        
          
             

          

           


        

        
          7

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
shown above.

       

      
        	 
      	
                FURRS 1, LLC, a Delaware
      limited liability company

                 

                By:Furrs
      Manager 1, Inc., a Delaware corporation, its managing member

                 

                By: 
      ______________________________

                Name:  
      David M. Marks

                Title:    
      President

                 

                 

                FURRS 2, LLC, a Delaware
      limited liability company

                 

                By:Furrs
      Manager 2, Inc., a Delaware corporation, its managing member

                 

                By: 
      ______________________________

                Name:  
      David M. Marks

                Title:    
      President

                 

                 

                SIERRA CENTER TWENTY FOUR, A
      LIMITED LIABILITY COMPANY, a Wisconsin limited liability
      company

                 

                By:Woodland
      Court, Inc., a Wisconsin corporation, its managing member

                 

                By: 
      ______________________________

                Name:    
      David M. Marks

                Title:      
      President

                 

                 

                SIERRA CENTER TWENTY FIVE, A
      LIMITED LIABILITY COMPANY, a Wisconsin limited liability
      company

                 

                By:East
      Towne Plaza, Inc., a Wisconsin corporation, its managing
      member

                 

                By: 
      ______________________________

                Name:  
      David M. Marks

                Title:    
      President

                 

                 

                TITAN GLOBAL HOLDINGS,
      INC., a Utah corporation

                 

                By: 
      ______________________________

                Name:  
      Bryan Chance

                Title:    
      President & CEO

                 

                 

                 

              


         

         

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

         

        	 
      	
                TITAN ELECTRONICS, INC.,
      a Delaware corporation formerly known as Titan PCB West, Inc.

                 

                By: 
      ______________________________

                Name: 
      Bryan Chance

                Title:   
      President

                 

                 

                 

              
	 
      	
                TITAN EAST, INC., a
      Delaware corporation

                 

                By: 
      ______________________________

                Name: 
      Bryan Chance

                Title:   
      President

                 

                 

                 

              
	 
      	
                OBLIO TELECOM, INC., a
      Delaware corporation

                 

                By: 
      ______________________________

                Name:  
      Kurt Jensen

                Title:    
      CEO

                 

                 

                 

              
	 
      	
                USA DETERGENTS, INC., a
      Delaware corporation

                 

                By:  
      ______________________________                                                                        

                Name:                                                                           

                Title:                                                                           

                 

                 

                 

              
	 
      	
                TITAN NEXUS, INC., a
      Delaware corporation

                 

                By:    ______________________________                                                                       

                Name:   
      Bryan Chance

                Title:     
      President

                 

                 

                 

              
	 
      	
                TITAN APPAREL, INC., a
      Delaware corporation

                 

                 

                By:   
      ______________________________                                                                         

                Name:    Kurt
      Jensen

                Title:      President

                 

                 

                 

              
	 
      	
                CRIVELLO GROUP, LLC, a
      Florida limited liability company

                 

                 

                By: 
      ______________________________                                                                          

                Name:      Frank
      Crivello

                Title:        Member

                 

                 

                 

              
	 
      	
                FARWELL EQUITY PARTNERS,
      LLC, a Delaware limited liability company

                 

                 

                By:   ______________________________                                                                        

                Name:       David
      M. Marks

                Title:         Managing
      Member

                 

                 

                 

              


         

         

        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

         

         

        	 
      	
                FARWELL EQUITY PARTNERS II,
      LLC, a Delaware limited liability company

                 

                 

                By:     ______________________________                                                                      

                Name:      David
      M. Marks

                Title:        Managing
      Member

                 

                 

                 

              
	 
      	
                START TALK, INC., a
      Delaware corporation

                 

                 

                By: 
      ______________________________

                Name: 
      Bryan Chance

                Title:   
      President

                 

                 

                 

              
	 
      	
                TITAN
      COMMUNICATIONS, INC.,

                a
      Delaware corporation

                 

                 

                By:   ______________________________                                                                      

                Name:     Kurt
      Jensen

                Title:       President

                 

                 

                 

              
	 
      	
                PLANET DIRECT, INC., a
      Texas corporation f/k/a Pinless, Inc.

                 

                 

                By: 
      ______________________________

                Name:    
      Kurt Jensen

                Title:      
      President

                 

                 

                 

              
	 
      	
                MARINE GROWTH FINANCE &
      CHARTER, INC., a Delaware corporation

                 

                 

                By:      ______________________________                                                                     

                Name:      Craig
      Hodgkins

                Title:        President

                 

                 

                 

              
	 
      	
                MARINE GROWTH CANADA,
      LTD, a _________________________

                 

                 

                By:   ______________________________                                                                        

                Name:                                                                           

                Title:                                                                           

                 

                 

                 

              


         

         

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

         

        	 
      	
                PHOENIX
      INVESTORS, L.L.C.,

                a
      Wisconsin limited liability company

                 

                By:     ______________________________                                                                      

                Name:    David
      M. Marks

                Title:      Managing
      Director

                 

                 

                 

              
	 
      	
                FRACTIONAL MARINE, INC.,
      a Delaware corporation

                 

                 

                By:    ______________________________                                                                       

                Name:                                                                           

                Title:                                                                           

                 

                 

                 

              
	 
      	
                MARINE GROWTH VENTURES,
      INC., a Delaware corporation

                 

                 

                By:      ______________________________                                                                     

                Name:                                                                           

                Title:                                                                           

                 

                 

                 

              
	 
      	
                 

                 

                David
      Marks

                 

                Frank
      Crivello

                 

                 

              
	 
      	
                GREYSTONE BUSINESS CREDIT II,
      L.L.C., a Delaware limited liability company

                 

                 

                By:          ____________________________________

                Name:     Allison
      W. Berman

                Its:           Vice
      President

                 

                 

                 

              
	 
      	
                GBC FUNDING, L.L.C., a
      Delaware limited liability company

                 

                 

                By:          ____________________________________

                Name:     Allison
      W. Berman

                Its:           Vice
      President

                 

                 

                 

              
	 
      	
                GREYSTONE MARITIME HOLDINGS,
      LLC, a Delaware limited liability company

                 

                 

                By:           ____________________________________

                Name:     Allison
      W. Berman

                Its:           Vice
      President

                 

                 

                 

              


      

      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      ACKNOWLEDGEMENT
BY ESCROWEE

      


      


      The undersigned hereby acknowledges
receipt of the foregoing Settlement Agreement and agrees to proceed in strict
accordance therewith.

       

       

      
        
          	 	CHICAGO TITLE AND TRUST
      COMPANY	 
	 	 	 	 
	
                  Dated:  November
      ____, 2009

                	
                  By:
      

                	/s/ 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


        



       

      


      


       

      


       

      


      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      EXHIBIT
A

      


      List of
Transactions

      


      


      


      
        	
                1.

              	
                Furrs
      1, Furrs 2, Sierra 24 and Sierra 25 (“Furrs/Sierra
      Transaction”)

              


      

      


      
        	
                2.

              	
                Oblio
      Telecom, Inc., Titan Wireless Communications, Inc., Start Talk, Inc.,
      Titan Card Services, Inc. and Titan Communications, Inc. (“Oblio
      Transaction”)

              


      

      


      
        	
                3.

              	
                Titan
      Electronics, Inc. (f/k/a Titan PCB West, Inc.), Titan East, Inc. (f/k/a
      Titan PCB East, Inc.) and Titan Nexus, Inc. (“Titan Electronics
      Transaction”)

              


      

      


      
        	
                4.

              	
                Titan
      Apparel, Inc. (“Titan
      Apparel Transaction”)

              


      

      


      
        	
                5.

              	
                Marine
      Growth Ventures Inc. (“MGV
      Transaction”)

              


      

      


      
        	
                6.

              	
                USA
      Detergents (“USAD
      Transaction”)

              


      

      


      
        	
                7.

              	
                Planet
      Direct, Inc. f/k/a Pinless, Inc. (“Planet Direct
      Transaction”)

              


      

      


      8.           Titan
Nexus, Inc. (“Titan Nexus
Transaction”)

      


      9.           Appalachian
Oil Company (“Appco
Transaction”)

      


      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
B

      


      Legal Descriptions of the
Projects

      


      PROJECT
ONE:

      


      PARCEL 1A
(FEE) FURRS 1, LLC:

       

      Portions
of Tracts B and C, STARDUST SKIES, Unit 4, as the same are shown and designated
on the plat entitled "UNIT 4 OF STARDUST SKIES, AN ADDITION TO THE CITY OF
ALBUQUERQUE, NEW MEXICO", filed in the Office of the County Clerk of Bernalillo
County, New Mexico on May 12, 1960 in Volume D-2, folio 97 and being more
particularly described as follows: BEGINNING at the most Northeasterly corner of
the parcel herein described a point on the Southerly right of way line of
Montgomery Boulevard N.E. (a 5/8" rebar and survcap stamped "HUGG LS 5823"),
whence the Northeast corner of Tract A of said Stardust Skies, Unit 4 bears S.
89° 46' 00" W., 256.10 feet distant (informational tie only); Thence, S. 01° 24'
37" W., 359.78 feet to the Southeast corner of the parcel herein described (a
cross (X) scribed on the concrete sidewalk set); Thence, S. 89° 46' 00" W.,
406.41 feet to the Southwest corner of the Parcel herein described (a PK nail
and shinner in the asphalt found in place) a point on the Easterly right of way
line of Louisiana Boulevard N.E.; Thence, N. 01° 24' 37" E., 159.89 feet along
said Easterly right of way line of Louisiana Boulevard N.E. to a point (a
concrete nail and brass disc stamped L.S. 5823 set in the asphalt); Thence, N.
89° 46' 00" E., 175.31 feet to a point (a concrete nail and brass disc stamped
L.S. 5823 set in the north face of a curb); Thence, N. 01 ° 24' 37" E., 199.89
feet to the most Northwesterly corner of the parcel herein described (a 1/2"
rebar found in place) a point on said Southerly right of way line of Montgomery
Boulevard N.E.; Thence, N. 89° 46' 00" E., 231.10 feet along said Southerly
right of way line of Montgomery Boulevard N.E. to the Northeast corner and point
of beginning of the parcel herein described.

       

      PARCEL 1B
(LEASEHOLD) FURRS 1, LLC:

       

      Portions
of Tracts B and C, STARDUST SKIES, UNIT 4 as the same are shown and designated
on the plat entitled "UNIT 4 of STARDUST SKIES, AN ADDITION TO THE CITY OF
ALBUQUERQUE, NEW MEXICO", filed in the office of the County Clerk of Bernalillo
County, New Mexico on May 12, 1960 in Volume D-2, folio 97 and being more
particularly described as follows: BEGINNING at the most Northwesterly corner of
the parcel herein described a point on the Southerly right of way line of
Montgomery Boulevard N.E. (a 5/8" rebar and survcap stamped HUGG LS 5823" set),
whence the Northeast corner of Tract A of said Stardust Skies, Unit 4 bears S.
89° 46' 00" W., 256.10 feet distant (informational tie only); Thence, N. 89° 46'
00" E., 100.00 feet along said Southerly right of way line of Montgomery
Boulevard N.E. to the Northeast corner of the Tract herein described (a 5/8"
rebar and survcap stamped "HUGG LS 5823" set); Thence, S. 01° 24' 37" W., 360.61
feet to a point, (a 5/8" rebar and survcap stamped "HUGG L.S. 5823" set);
Thence, S. 47° 47' 24" E., 34.55 feet to a point on a curve on the Northwesterly
right of way line of Natalie Avenue N.E., (a 5/8" rebar and survcap stamped
"HUGG L.S. 5823" set); Thence, Southwesterly and Northwesterly along the
Northwesterly, Westerly and Northerly right of way line of Natalie Avenue N.E.
for the following Seven (7) courses: Southwesterly, 131.26 feet along the arc of
a curve to the left (said curve having a radius of 180.00 feet and a chord which
bears S. 21° 19' 08" W., 128.37 feet) to a point of tangency (a 5/8" rebar and
survcap stamped "HUGG L.S. 5823" set); Thence, S. 00° 25' 40" W., 106.72 feet to
a point of curvature, (a 5/8" rebar found in place); Thence, Southwesterly,
39.27 feet along the arc of a curve to the right (said curve having a radius of
25.00 feet and a chord which bears S. 45° 25' 40" W., 35.35 feet) to a point of
compound curvature and the most Southeasterly corner of the parcel herein
described, (a concrete nail and shinner in asphalt found in place); Thence
Northwesterly 115.53 feet along the arc of a curve to the right (said curve
having a radius of 811.62 feet and a chord which bears N. 85° 29' 40" W, 115.43
feet) to a point of Tangency, (a 5/8" rebar and survcap stamped "HUGG L.S. 5823"
set); Thence, N. 81° 25' 00" W., 203.10 feet to a point of curvature, (a 5/8"
rebar and survcap stamped "HUGG L.S. 5823" set); Thence, Northwesterly, 124.07
feet along the arc of a curve to the left (said curve having a radius of 871.62
feet and a chord which bears N. 85° 29' 40" W., 123.96 feet) to a point of
reverse curvature and the most Southwesterly corner of the parcel herein
described, (a 5/8" rebar and Survcap stamped "HUGG L.S. 5823" set); Thence,
Northwesterly, 39.57 feet along the arc of a curve to the right (said curve
having a radius of 24.92 feet and a chord which bears N. 44° 04' 52" W., 35.55
feet) to a point of tangency on the Easterly right of way line of Louisiana
Boulevard N.E., (a 5/8" rebar and survcap stamped "HUGG L.S. 5823" set); Thence,
N 01° 24' 37" E., 198.50 feet along said Easterly right of way line of Louisiana
Boulevard N.E. to a point, (a PK nail and shinner in the asphalt found in
place); Thence, N. 89° 46' 00" E., 406.41 feet to a point (a cross (X) scribed
on concrete sidewalk set); Thence, N. 01° 24' 37" E., 359.78 feet to the most
Northwesterly corner and point of beginning of the parcel herein
described.

       

      SAVE AND
EXCEPTING THE FOLLOWING:

       

      A certain
tract of land located within the Corporate limits of the City of Albuquerque,
New Mexico, comprising a portion of Tract C, Unit 4, of the Stardust Skies
Addition, as shown on the plat filed in the office of the County Clerk of
Bernalillo County on May 12, 1960, and being more particularly described as
follows: BEGINNING at a point whence the south southeast return of the southwest
corner of Tract C, Bears N. 88° 21' 20" W., a distance of 37.02 feet; Thence, N.
00 29' 01" W., a distance of 209.52 feet; Thence, N. 89 30' 59" E., a distance
of 173.00 feet; Thence, S. 00° 29' 01" E., a distance of 232.72 feet; Thence, N.
81° 25' 00" W., a distance of 87.59 feet; Thence, along the arc of a curve to
the left with delta = 05° 43' 19", R = 871.62, and L 87.05 feet to the point of
beginning.

       

      PARCEL 1C
(EASEMENT) FURRS 1, LLC:

       

      A non
exclusive easement for roadways, walkways, ingress and egress and parking of
motor vehicles as set forth in those certain Grant of Easements with Covenants
and Restrictions Affecting Land and Amendments thereto recorded in Book Misc.
160, page 688; in Book Misc. 306, page 257; in Book Misc. 431, page 576; in Book
Misc. 665, page 101; in Book Misc. 964, page 611 and in Book Misc. 224-A, page
649, records of Bernalillo County, New Mexico, located upon Tract A-1 of a
replat of Tract A and a portion of Tract C of Unit No. 4 of STARDUST SKIES, an
Addition to the City of Albuquerque, New Mexico, as the same is shown and
designated on the replat of said addition, filed in the Office of the County
Clerk of Bernalillo County, New Mexico, on January 30, 1970, in Plat Book A-2,
folio 195; Tract M of Plat of Tract M, a replat of the remainder of Tracts B and
C Stardust Skies Unit No. 4, Albuquerque, New Mexico, as the same is shown and
designated on the replat of said addition, filed in the office of the County
Clerk of Bernalillo County, New Mexico, on March 12, 1985, in Plat Book C-26,
page 136; and Tracts B and C, Stardust Skies, Unit 4, as the same are shown and
designated on the plat entitled "Unit 4 of Stardust Skies, an addition to the
City of Albuquerque, New Mexico", filed in the Office of the County Clerk of
Bernalillo County, New Mexico on May 12, 1960 in Volume D-2, folio
97.

       

      


      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

        

      

       

      PROJECT
TWO:

      


      PARCEL 2A
(FEE) FURRS 2, LLC:

       

      Parcel 1
of MOUNTAIN RUN SUBDIVISION, as the same is shown and designated on the plat
thereof, filed in the Office of the County Clerk of Bernalillo County, New
Mexico, on December 8, 1983, in Volume C-22, folio 148 and being more
particularly described as follows: BEGINNING at the Southeast corner of said
Parcel 1, (a cross (X) scribed in concrete set), said corner also being the
Southwest corner of Parcel 2 of said Mountain Run Subdivision whence the
Albuquerque City Survey Monument :1 E2 1 A" bears S. 71° 15' 37" W., 643.28 feet
distant; Thence, N. 5° 00' 00" W., 299.14 feet along the Southerly boundary line
of said Parcel 1 to a non tangential point of curvature (a cross (X) scribed on
the concrete sidewalk set); Thence northeasterly 5.10 feet along the arc of a
curve to the right (said curve having a radius of 15.00 feet and a chord which
bears N. 23° 15' 52" E., 5.07 feet) to a point of Tangency on the Southeasterly
right of way line of Eubank Boulevard N.E. (a cross (X) scribed on the concrete
sidewalk set); Thence Northeasterly along said Southeasterly right of way line
of Eubank Boulevard N.E. for the following four (4) courses: Thence, N. 33° 00'
00" E., 275.02 feet to a point of curvature (a cross (X) scribed on the concrete
sidewalk); Thence, Northeasterly, 39.73 feet along the arc of a curve to the
right (said curve having a radius of 140.00 feet and a chord which bears N. 41 °
07' 48" E., 39.60 feet) to a point of reverse curvature (a cross (X) scribed on
the concrete sidewalk set); Thence, Northeasterly 45.21 feet along the arc of a
curve to the left (said curve having a radius of 160.00 feet and a chord which
bears N. 41° 07' 48" E., 45.25 feet) to a point of tangency (a cross (X) scribed
on the concrete sidewalk set); Thence, N. 33° 00' 00" E., 35.98 feet to the
Northwest corner of said Parcel 1 also being the Southwest corner of Parcel 2 of
said Mountain Run Subdivision (a cross (X) scribed on the concrete sidewalk
set); Thence, S 57° 00' 00" E., 288.00 feet to the Northeast corner of said
Parcel 1 (a concrete nail and brass disc stamped "LS 5823" set in the asphalt);
Thence, S. 33° 00' 00" W., 400.00 feet to the Southeast corner and point of said
Parcel 1.

       

      PARCEL 2B
(NON EXCLUSIVE EASEMENT) FURRS 2, LLC:

       

      A non
exclusive easement for roadways, walkways, ingress and egress, the parking of
motor vehicles and use of facilities installed for the comfort and convenience
of customers, invitees and employees on the Common Area, as set forth in
Easements with Covenants and Restrictions Affecting Land (ECR) filed March 15,
1984 in Book Misc. 98-A, page 164-177, as Document No. 1984-018408, records of
Bernalillo County, New Mexico, located upon Parcel II of MOUNTAIN RUN
SUBDIVISION, as the same is shown and designated on the Amended Subdivision Plat
thereof, filed in the Office of the County Clerk of Bernalillo County, New
Mexico on December 8, 1983, in Volume C-22, folio 148.

       

      PARCEL 2C
(EASEMENT) FURRS 2, LLC:

       

      Easements
for Common Parking Areas and Access Drives, located upon Parcel II, for the use
of Parcels I, III and IV of MOUNTAIN RUN SUBDIVISION, as the same is shown and
designated as NOTE 8 on the Amended Subdivision Plat thereof, filed in the
Office of the County Clerk of Bernalillo County, New Mexico on December 8, 1983
in Volume C-22, folio 148.

       

      


      PROJECT
THREE:

      


      That part
of the Northeast 1/4 of Section 21, Town 6 North, Range 21 East, in the City of
Milwaukee, County of Milwaukee, State of Wisconsin, bounded and described as
follows:

       

      Commencing
at the Northeast corner of the Northeast 1/4 of Section 21; thence South 00° 17'
22" East along the East line of said 1/4 Section 479.41 feet to a point; thence
South 88° 24' 43" West and parallel with the North line of said 1/4 Section
330.50 feet to a point; thence North 0° 17' 22" West and parallel with the East
line of said 1/4 Section 479.41 feet to a point on the North line of said 1/4
Section; thence North 88° 24' 43" East along the North line of said 1/4 Section
330.50 feet to the point of commencement. EXCEPT the North 55 feet and the East
60 feet thereof.

      


      Tax Key
No:       570-9994-111-3

      


      Address:             3951
S. 76th Street

      


       

      PROJECT
FOUR:

       

      PARCEL
1:

       

      Lots 29,
30, 31 and 32, Block 242, in Cambridge Subdivision, being a part of Lot 6, in
Section 21 and Lots 15 and 16, Block 198, in Rogers Addition, in the Northeast
1/4 of Section 21, Town 7 North, Range 22 East, in the City of Milwaukee, County
of Milwaukee, State of Wisconsin.

       

      ALSO Lots
2, 3, 4 and 5, Block B, in the Subdivision of Southwest 1/4 of the Northeast 1/4
of Section 21, Town 7 North, Range 22 East, in the City of Milwaukee, County of
Milwaukee, State of Wisconsin.

       

      PARCEL
2:

       

      Lot 28,
Block 242, Cambridge Subdivision, being a part of Lot 6, in Section 21 and Lots
15 and 16, Block 198, in Rogers Addition, in the Northeast 1/4 of Section 21,
Town 7 North, Range 22 East, in the City of Milwaukee, County of Milwaukee,
State of Wisconsin.

       

      Tax Key
No: 355-0054-100-6

       

      Address:                      1414-1438
East Brady Street

       

      
        
          
          

        

        
          B-2

          
            

          

        

        
          
          

        

      


      EXHIBIT
C

      


      Form of Stipulations to
Dismiss

      


      


      
        	
                 STATE
      OF WISCONSIN

              	
                :

              	
                CIRCUIT
      COURT

              	
                :

              	
                MILWAUKEE
      COUNTY

              
	 
      	 
      	 
      	 
      	 
      


      

      


      
        	
                 

                GREYSTONE
      BUSINESS CREDIT II, LLC,

                 

                 

                Plaintiff,

                v.

                SIERRA
      CENTER TWENTY FOUR, LLC

                and
      SIERRA CENTER TWENTY FIVE,

                 

                Defendants.

                 

              	
                 

                Case
      No. 09-CV-005138

                 

              


      

      


      STIPULATION
AND ORDER FOR DISMISSAL

       

      
        

      

      


      NOW COME
Plaintiff Greystone Business Credit II, LLC, by and through their counsel,
Michael Best & Friedrich LLP, and Defendants Sierra Center Twenty Four, LLC
and Sierra Center Twenty Five, by and through their counsel, Kravit, Hovel &
Krawczyk S.C., and for the parties’ Joint Stipulation to Dismiss with Prejudice
hereby stipulate as follows:

       

      The claims of Plaintiff Greystone
Business Credit II, LLC, should be dismissed forthwith with prejudice pursuant
to settlement, with each party to bear their/its own costs and attorneys fees
related to such claims.

       

      WHEREFORE the Parties respectfully
request that the Court issue an Order dismissing the claims of Plaintiff
Greystone Business Credit II, LLC with prejudice, and directing that each party
bear their/its own costs and attorneys fees related to such claims.

       

       

       

       

      
 

      
        
          
          

        

        
          C-1

          
            

          

        

        
          
          

        

      

      


       

      MICHAEL
BEST & FRIEDRICH LLP

      


      Attorneys
for Plaintiff Greystone Business Credit II, LLC

       

      
        	 	 	 	 	 
	
                /s/

              	 	 	
                 

              	 
	
                Paul
      E. Benson

              	 	 Dated:    	
                 

              	 
	
                Miriam
      S. Fleming

              	 	 	
                 

              	 


      

       

      
        KRAVIT,
HOVEL & KRAWCZYK S.C.,

        


        Attorneys
for Defendants Sierra Center Twenty Four, LLC

        and
Sierra Center Twenty Five

         

         

      

       

      
        
          	 	 	 	 	 
	
                  /s/

                	 	 	
                   

                	 
	
                  Stephen
      E. Kravit

                	 	 Dated:  	
                   

                	 
	
                   

                	 	 	
                   

                	 


        

      

      


      


       

                                                                                    

      
        
          
          

        

        
          C-2

          
            

          

        

        
          
          

        

      

       

      



      


      
        	
                STATE
      OF WISCONSIN

              	
                :

              	
                CIRCUIT
      COURT

              	
                :

              	
                MILWAUKEE
      COUNTY

              
	 
      	 
      	 
      	 
      	 
      


      

      


      
        	
                 

                GREYSTONE
      BUSINESS CREDIT II, LLC,

                 

                Plaintiff,

                v.

                SIERRA
      CENTER TWENTY FOUR, LLC

                and
      SIERRA CENTER TWENTY FIVE,

                 

                Defendants.

                 

              	
                 

                Case
      No. 09-CV-005138

                 

              


      

      


      ORDER

       

      
        

      

      


      This
matter having come before the Court upon the Parties’ Joint Stipulation to
Dismiss with Prejudice, the Court having considered the Stipulation and being
otherwise fully advised in the premises, IT IS HEREBY ORDERED THAT:

      1.           Plaintiffs’
claims are dismissed with prejudice; and

      2.           Each
party shall bear its own costs and attorneys fees related to these
claims.

      


      Dated
this ____ day of November, 2009.

       

      
        
          	 	BY
      THE COURT:	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
                   

                	
                   

                	Honorable
      Mel Flanagan	 
	 	 	Circuit
      Court Judge	 
	 	 	 	 
	 	 	 	 


        

      

      


       

      


      
        
          
          

        

        
          C-3

          
            

          

        

        
          
          

        

      

      


      
        	
                 STATE
      OF WISCONSIN

              	
                :

              	
                CIRCUIT
      COURT

              	
                :

              	
                MILWAUKEE
      COUNTY

              
	 
      	 
      	 
      	 
      	 
      


      

      


      
        	
                 

                FURRS
      1, LLC, FURRS 2, LLC,

                SIERRA
      CENTER TWENTY FOUR, LLC

                and
      SIERRA CENTER TWENTY FIVE,

                 

                Plaintiffs,

                v.

                GREYSTONE
      BUSINESS CREDIT II, LLC,

                GBC
      FUNDING, LLC and GREYSTONE & CO., INC.,

                 

                Defendants.

                 

              	
                 

                Case
      No. 09-CV-004855

                 

              


      

      


      STIPULATION
AND ORDER FOR DISMISSAL

       

      
        
          

        

      

       

      


      NOW COME
Plaintiffs, Furrs 1, LLC, Furrs 2, LLC, Sierra Center Twenty Four, LLC and
Sierra Center Twenty Five, by and through their counsel, Kravit, Hovel &
Krawczyk S.C., and Defendants, Greystone Business Credit II, LLC, GBC Funding,
LLC and Greystone & Co., Inc., by and through their counsel, Michael Best
& Friedrich LLP, and for the parties’ Joint Stipulation to Dismiss with
Prejudice hereby stipulate as follows:

       

      The claims of Plaintiffs, Furrs 1, LLC,
Furrs 2, LLC, Sierra Center Twenty Four, LLC and Sierra Center Twenty Five,
should be dismissed forthwith with prejudice pursuant to settlement, with each
party to bear their/its own costs and attorneys fees related to such
claims.

       

      WHEREFORE the Parties respectfully
request that the Court issue an Order dismissing the claims of Plaintiffs, Furrs
1, LLC, Furrs 2, LLC, Sierra Center Twenty Four, LLC and Sierra Center Twenty
Five with prejudice, and directing that each party bear his/its own costs and
attorneys fees related to such claims.

       

       

      
        
          
          

        

        
          C-4

          
            

          

        

        
          
          

        

      

       

      


      KRAVIT,
HOVEL & KRAWCZYK, S.C.

      


      Attorneys
for Plaintiffs Furrs 1, LLC, Furrs 2, LLC,

      Sierra
Center Twenty Four, LLC, and

      Sierra
Center Twenty Five

      


      
        
          	 	 	 	 	 
	
                  By:

                	 	 	
                   

                	 
	
                  Stephen
      E. Kravit

                	 	Dated:     	
                   

                	 
	
                   

                	 	 	
                   

                	 


        

      

       

      


      


      MICHAEL
BEST & FRIEDRICH LLP

      


      Attorneys
for Defendants

      Greystone
Business Credit II, LLC, GBC Funding, LLC

      and
Greystone & Co., Inc.

      


      
        
          	 	 	 	 	 
	
                  By:

                	 	 	
                   

                	 
	
                  Paul
      E. Benson

                	 	Dated: 	
                   

                	 
	
                  Miriam
      S. Fleming

                	 	 	
                   

                	 


        



       

       

      
        
          
          

        

        
          C-5

          
            

          

        

        
          
          

        

      


      


      
        	
                STATE
      OF WISCONSIN

              	
                :

              	
                CIRCUIT
      COURT

              	
                :

              	
                MILWAUKEE
      COUNTY

              
	 
      	 
      	 
      	 
      	 
      


      

      


      
        	
                 

                FURRS
      1, LLC, FURRS 2, LLC,

                SIERRA
      CENTER TWENTY FOUR, LLC

                and
      SIERRA CENTER TWENTY FIVE,

                 

                Plaintiffs,

                v.

                GREYSTONE
      BUSINESS CREDIT II, LLC,

                GBC
      FUNDING, LLC and GREYSTONE & CO., INC.,

                 

                Defendants.

                 

              	
                 

                Case
      No. 09-CV-004855

                 

              


      

      


      ORDER
FOR DISMISSAL

       

        
          

        

      

      


      This
matter having come before the Court upon the Parties’ Joint Stipulation to
Dismiss with Prejudice, the Court having considered the Stipulation and being
otherwise fully advised in the premises, IT IS HEREBY ORDERED THAT:

      


      1.           Plaintiffs’
claims are dismissed with prejudice; and

      2.           Each
party shall bear its own costs and attorneys fees related to these
claims.

      


      Dated
this _____ day of _______________, 2009.

       

      
        
          	 	
                  BY
      THE COURT:

                	 
	 	 	 	 
	
                   

                	
                   

                	 	 
	 	 	Honorable
      Mel Flanagan	 
	 	 	Circuit
      Court Judge	 
	 	 	 	 


        

      

      


       

      


      
        
          
          

        

        
          C-6

          
            

          

        

        
          
          

        

      

      


       

       

      STATE OF
NEW MEXICO

      SECOND
JUDICIAL DISTRICT COURT

      COUNTY OF
BERNALILLO

      


      GREYSTONE
BUSINESS CREDIT II, L.L.C.,

      a
Delaware limited liability company, and

      GBC
FUNDING, LLC, a Delaware limited liability company,

      


      Plaintiffs,

      v.                                                                                     Case
No. CV-2009-03830

      


      FURRS 1,
LLC, a Delaware

      limited
liability company, and

      FURRS 2,
LLC, a Delaware limited

      liability
company,

      


      Defendants.

      


      FURRS 1,
L.L.C., a Delaware

      limited
liability company, and

      FURRS 2,
L.L.C., a Delaware limited

      liability
company,

       
 

                               Counter-Claimants,

      v.

      


      GREYSTONE
BUSINESS CREDIT II,

      L.L.C., a
Delaware limited liability company, and

      GBC
FUNDING, LLC, a Delaware limited liability company,

      


      


                               Counter-Defendant.

      


      
        
          

        



      STIPULATION
OF DISMISSAL [WITH PREJUDICE]

      PURSUANT
TO NMRA 1-041.A(1)(b)

       

        
          

        

      

      


      Plaintiffs and Counter-Defendants
GREYSTONE BUSINESS CREDIT II, L.L.C., a Delaware limited liability company, and
GBC FUNDING, LLC, a Delaware limited liability company, by counsel, and
Defendants and Counter-Claimants FURRS 1, LLC, a Delaware limited liability
company, and FURRS 2, LLC, a Delaware limited liability company, by counsel,
having settled this matter, hereby stipulate as follows:

      


      1.           The
parties stipulate to the dismissal of this action with prejudice in its entirety
pursuant to NMRA Rule 1-041.A(1)(b).  Each party shall bear its own
fees, costs and expenses incurred in this matter.

      2.           The
parties jointly request that this Court vacate its prior order of September __,
2009, which directed that certain rent payments be made directly to Fortress
Investment Group.

      Approved
and Submitted by:

      


      SILVA,
SAUCEDO, & GONZALES, P.C.

      


      By ______________________________

      Benjamin
Silva Jr.

      Steven L.
Gonzales

      Anita M.
Kelley

      201 Third
Street NW, Suite 1800

      P.O. Box
100

      Albuquerque,
New Mexico 87103

      505-246-8300

      505-246-0707
(fax)

      Attorneys
for Defendants/Counter-Claimants

      


      


      THUMA
& WALKER, P.C.

      


      By  _______________________________

      Thomas D.
Walker

      Edward A.
Mazel

      500
Marquette NW, Suite 650

      Albuquerque,
NM 87102

      (505)
766-9272

      (505)
766-9287 (fax)

      


      GREENBERG
TRAURIG, LLP

      José A.
Isasi (admitted pro hac
vice)

      Kathryn
A. Dugan

      77 W.
Wacker Drive, Suite 3100

      Chicago,
Illinois 60601

      (312)
456-6587

      (312)
456-8435 (fax)

      Attorneys
for Plaintiffs/Counter-Defendants

       

      
        
          
          

        

        
          C-7

          
            

          

        

        
          
          

        

      


      NO.  T-340-09

      


      FEDERAL
COURT

      ADMIRALTY
ACTION IN REM
AGAINST

      THE SHIP
“PACIFIC AURORA”

      AND IN PERSONAM

      


      BETWEEN:

      GREYSTONE
BUSINESS CREDIT II, L.L.C.

      PLAINTIFF

      (Defendant
by Counterclaim)

      


      AND:

      


      MARINE
GROWTH CANADA LTD.,

      MARINE
GROWTH FINANCE & CHARTER, INC.,

      MARINE
GROWTH VENTURES, INC.,

      FRACTIONAL
MARINE INC., and

      ALL
OTHERS INTERESTED IN THE SHIP ‘PACIFIC AURORA”

      


      DEFENDANTS

      (Plaintiffs
by Counterclaim)

      


      STIPULATION
AND CONSENT ORDER

      


       

      ON THE
APPLICATION of the Plaintiff, Greystone Business Credit II, L.L.C., without a
hearing, by consent;

       

      THIS
COURT ORDERS that:

       

      


       

      
        	
                1)  

              	
                The
      claims brought by Plaintiff against the named Defendants and the
      counterclaims brought by the named Defendants (against the Plaintiff by
      the named Defendants proceedings be dismissed, without costs to any
      party;

              


      

       

      
        	
                2)  

              	
                Such
      dismissal be for all intents and purposes of the same force and effect as
      if the Order had been pronounced at the trial of this action on the
      merits.

              


      

      


      


      DATED:
_______________.                                                                        ____________________________________

      


      


      So
Stipulated (by counterparts):

      


      _______________________
date:                                                             _____________________  date:

      Boughton
Law
Corporation                                                                           Bull,
Housser & Tupper LLP

      700-595
Burrard
Street                                                                                 3000
Royal Centre

      Vancouver,
BC V7X
1S8                                                                              1055
W. George Street

                                                                                                                          Vancouver,
BC V6E 3R3

      Counsel
for
Plaintiff/                                                                                      Counsel
for Defendant/ CounterdefendantsCounterplaintiffs

      


      


      


      
        
          
          

        

        
          C-8

          
            

          

        

        
          
          

        

      


      EXHIBIT
D

      


      


      AMENDED AND RESTATED
NOTE

      


      THIS AMENDED AND RESTATED NOTE
(this “Note"), is made
as of November ___, 2009, by and between SIERRA CENTER TWENTY FOUR, A LIMITED
LIABILITY COMPANY, a Wisconsin limited liability company (“Borrower”), and GREYSTONE BUSINESS CREDIT II,
L.L.C., a Delaware limited liability company, its successors and assigns
("Lender").

      


      RECITALS:

      


      A.           Borrower
is one of the obligors under that certain Note dated November 13, 2007 made by
Furrs 1, LLC, a Delaware limited liability company (“Furrs 1”), Furrs 2, LLC, a
Delaware limited liability company (“Furrs 2”), Sierra Center
Twenty Five, A Limited Liability Company, a Wisconsin limited liability company
(“Sierra 25”), and
Borrower in favor of Lender (the “Original Note”), which
Original Note was secured, in part, by that certain Senior Real Property
Mortgage and Assignment of Leases and Rents dated November 13, 2007 and recorded
on November 15, 2007 as Document No. 9524013, together with the First Amendment
thereto dated November 30, 2008 and recorded on March 20, 2009 as Document No.
9714064 (collectively, the “Original Mortgage”)
encumbering Borrower’s property located at 3921-3953 S. 76th
Street, Milwaukee, Wisconsin (the “Property”).

      


      B.           Lender
is the holder of the Original Note and the Original Mortgage.

      


      C.           Borrower
and Lender are parties to that certain Settlement Agreement of even date
herewith (“Settlement
Agreement”) pursuant to which, inter alia, Furrs 1, Furrs 2 and Sierra 25
are each conveying fee simple and leasehold title to the real property owned by
each respective party to Lender or Lender’s nominee.

      


      D.           Pursuant
to the Settlement Agreement, Borrower and Lender are modifying, amending and
restating in its entirety the Original Mortgage pursuant to that certain Amended
and Restated Real Property Mortgage and Assignment of Leases and Rents, dated as
of the date hereof, as the same may hereafter be amended, modified or
supplemented (the “Mortgage”).

      


      E.           Borrower
and Lender desire to amend and restate the Original Note in its entirety on the
terms and conditions provided in this Note as hereinafter set forth and to
substitute this Note for the Original Note.

      


      F.           This
Note does not evidence any new loan or new advance or re-loan or
re-advance.

      


      G.           Borrower
and Lender intend these Recitals to be a material part of this
Note.

       

       

      
        
          
          

        

        
          D-1

          
            

          

        

        
          
          

        

      

       

      
 

      NOW, THEREFORE, in consideration of the
foregoing and other good and valuable consideration, the receipt, adequacy and
sufficiency of which are hereby acknowledged, Borrower and Lender agree as
follows:

      


      I

      PAYMENT
TERMS

      


      1.1. The Promise to
Pay.  Borrower
hereby promises to pay to the order of Lender the principal amount of One
Million Dollars ($1,000,000) in lawful money of the United States of America
with interest on the unpaid balance thereof computed on the basis of the actual
number of days elapsed in a year of 360 days, from the date hereof at the rate
of eight percent (8%) interest per annum until paid on the terms and conditions
set forth herein.

       

      1.2. Payment
Terms.  Payments
of interest only shall be payable to Lender in monthly installments of Six
Thousand Six Hundred Sixty-Six and 67/100 Dollars ($6,666.67), c/o Lender at 152
West 57th
Street, 11th
Floor, New York, New York 10019.  Notwithstanding the foregoing, the
first installment, which shall be due and payable on December 10, 2009, shall be
the prorated amount equal to the monthly installment multiplied by a fraction
equal to the number of days remaining in the month of November after the date of
this Note divided by thirty.  Each installment thereafter shall be in
the full amount set forth above and shall be due on the 10th day
of each month until this Note is fully paid.  The final maturity date
of this Note is _____________, 2010, on which date Borrower shall have repaid
all outstanding amounts due under this Note.  If any payment hereunder
becomes due on a Saturday, Sunday or legal holiday under the laws of the State
of New York, then the due date shall be extended to the next succeeding business
day.

       

      II

       

      ADDITIONAL
COVENANTS

       

      2.1. Acceleration.  If
(a) any amount under this Note is not paid when due (by maturity, acceleration
or otherwise) (“Event of
Default”), or (b) the right to enforce the Mortgage shall accrue to the
holder thereof, whether or not foreclosure proceedings have been commenced,
then, at the election of the holder of this Note and without notice, the unpaid
principal sum of this Note, together with accrued interest thereon, and all
other fees and charges payable hereunder shall at once become immediately due
and payable.

       

      2.2. Default
Interest.
Following the occurrence of an Event of Default, the unpaid principal balance of
this Note shall bear interest at the rate of fifteen percent (15%) per annum
(“Default
Rate”).

       

      2.3. Waiver.  Borrower
and any other parties hereafter liable for the debt (including, without
restricting the foregoing, any endorsers, sureties and guarantors) represented
by this Note, hereby (a) waive presentment and demand for payment, notice of
dishonor, protest and notice of protest and/or nonpayment, notice of intention
to accelerate and all other notices other than those specifically required by
the Mortgage and (b) agree that the time of payment of that debt or any part
thereof may be extended from time to time without modifying or releasing the
lien of the Mortgage or the liability of Borrower or any such other parties, the
right of recourse against any such parties being hereby reserved by the holder
hereof.  No release of any security for the indebtedness or extension
of time for payment of this Note or any installment hereof, and no alteration,
amendment or waiver of any provision of this Note, the Mortgage or any other
loan document made by agreement between Lender or any other person or entity
(the “Loan Documents”)
shall release, modify, amend, waive, extend, change, discharge, terminate or
affect the liability of Borrower, or of any other person or entity who may
become liable for the payment of all or any part of the indebtedness under this
Note, the Mortgage or any other Loan Documents.  No notice to or
demand on Borrower shall be deemed to be a waiver of the obligation of Borrower
or of the right of Lender to take further action without further notice or
demand as provided for in this Note, the Loan Agreement or any other Loan
Documents. The agreements herein contained shall remain in force and applicable,
notwithstanding any changes in the members comprising Borrower, and the term
"Borrower," as used herein, shall include any alternate or successor company,
but any predecessor company shall not thereby be released from any liability.
Nothing contained in this grammatical paragraph is intended to or shall be
construed as a consent to, or a waiver of, any prohibition or restriction on
transfers of interests in such entity which may be set forth in the Mortgage or
any other Loan Document.

       

       

       

      
        
          
          

        

        
          D-2

          
            

          

        

        
          
          

        

      

      2.4. Collection. In the
event of a default in the payment of any amount due hereunder, the holder hereof
may exercise any remedy or remedies, in any combination whatsoever, available by
operation of law or under any instrument given as security for this Note and
such holder shall be entitled to collect its reasonable costs of collection,
including attorneys' fees, which shall be additional
indebtedness.  For purposes of the preceding sentence, Lender's
attorneys' fees shall be deemed to include compensation to staff counsel, if
any, of Lender in addition to the fees of any other attorneys engaged by Lender,
Lender may, and Borrower hereby authorizes Lender to, charge any account of
Borrower held by Lender and apply any and all balances, credits, deposits,
accounts, monies, reserves, certificates of deposit, cash equivalents and other
assets of or in the name of Borrower held by Lender to the indebtedness
evidenced hereby, and Lender may pursue all its rights and remedies against
Borrower under the Loan Documents.

       

      2.5. GOVERNING
LAW.  THE TERMS OF THE LOAN EVIDENCED BY
THIS NOTE AND THIS NOTE WERE EACH NEGOTIATED IN THE STATE OF NEW YORK, WHICH
STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE
UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND
PERFORMANCE. THEREFORE, THIS NOTE SHALL BE CONSTRUED AND INTERPRETED WITH, AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO
NEW YORK CHOICE OF LAW PRINCIPLES); PROVIDED, HOWEVER, THAT THE LAWS OF THE
STATE WHERE THE PROPERTY IS LOCATED SHALL APPLY TO THE CREATION, PERFECTION AND
ENFORCEMENT OF ANY LIENS, SECURITY INTERESTS AND ENCUMBRANCES GRANTED OR CREATED
BY THE MORTGAGE ON REAL OR PERSONAL PROPERTY LOCATED IN SUCH STATE WHERE THE
PROPERTY IS LOCATED AND THE MANAGEMENT, OPERATION, DISPOSITION AND REALIZATION
OF THE SECURITY PROVIDED THEREBY. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, THE LAWS OF THE STATE OF NEW YORK SHALL APPLY TO ALL MATTERS RELATING
TO THE CHARGING AND COLLECTION OF INTEREST UNDER THIS NOTE OR WITH RESPECT TO
OTHER SECURED OBLIGATIONS UNDER THE MORTGAGE, AND TO THE FULLEST EXTENT
PERMITTED BY LAW, BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY
CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS
NOTE.

       

      2.6. Severability.  If
any term, restriction or covenant of this instrument is deemed illegal or
unenforceable, all other terms, restrictions and covenants and the application
thereof to all persons and circumstances subject hereto shall remain unaffected
to the extent permitted by law; and if any application of any term, restriction
or covenant to any person or circumstance is deemed illegal, the application of
such term, restriction or covenant to other persons and circumstances shall
remain unaffected to the extent permitted by law.

       

      2.7. Notices. All
notices, requests, reports, demands or other instruments required or
contemplated to be given or furnished under this Note to Borrower or Lender
shall be directed to Borrower or Lender as the case may be at their respective
addresses as set forth in the Settlement Agreement. Notices shall be delivered
in accordance with the methods for the giving of notices that are provided under
the Settlement Agreement.

       

      2.8. WAIVER OF JURY
TRIAL.  BORROWER AND LENDER, BY ITS
ACCEPTANCE OF THIS NOTE, HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY
IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF
THIS NOTE OR ANY OTHER LOAN DOCUMENTS AND THE BUSINESS RELATIONSHIP THAT IS
BEING ESTABLISHED. THIS WAIVER IS KNOWINGLY, INTENTIONALLY AND VOLUNTARILY MADE
BY BORROWER AND LENDER, AND BORROWER ACKNOWLEDGE THAT NEITHER LENDER NOR ANY
PERSON ACTING ON BEHALF OF LENDER HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE
THIS WAIVER OF TRIAL BY JURY OR HAS TAKEN ANY ACTIONS WHICH IN ANY WAY MODIFY OR
NULLIFY ITS EFFECT. BORROWER AND LENDER ACKNOWLEDGE THAT THIS WAIVER IS A
MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH OF THEM HAS
ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THE SETTLEMENT AGREEMENT AND THAT
EACH OF THEM WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE
DEALINGS. BORROWER AND LENDER FURTHER ACKNOWLEDGE THAT THEY HAVE BEEN
REPRESENTED (OR HAVE HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF
THIS NOTE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL
COUNSEL.

       

       

      
        
          
          

        

        
          D-3

          
            

          

        

        
          
          

        

      

       

      2.9. CONSENT TO
JURISDICTION. BORROWER HEREBY CONSENTS TO THE
JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE SOUTHERN DISTRICT OF NEW YORK,
STATE OF NEW YORK PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS
LAW AND IRREVOCABLY AGREES THAT, SUBJECT TO LENDER'S ELECTION, ALL ACTIONS OR
PROCEEDINGS ARISING OUT OF OR RELATING TO THIS NOTE OR THE OTHER LOAN DOCUMENTS
SHALL BE LITIGATED IN SUCH COURTS. BORROWER EXPRESSLY SUBMITS AND CONSENTS TO
THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON
CONVENIENS. EACH BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS
AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON BORROWER BY
CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO BORROWER,
AT THE ADDRESS SET FORTH IN THE SETTLEMENT AGREEMENT AND SERVICE SO MADE SHALL
BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.

       

      2.10. Mortgage .  The
obligations evidenced by this Note are secured by the Mortgage.  All
terms, covenants and conditions contained in the Mortgage are hereby
incorporated herein by reference to the same extent and with the same force and
effect as if they were fully set forth herein, and Borrower covenants and agrees
to keep and perform them or cause them to be kept and performed, strictly in
accordance with their terms.

       

      2.11. No Modification,
Waiver.  No
modification, waiver, amendment, discharge or change of this Note shall be valid
unless the same is in writing and signed by Borrower and Lender.

       

      2.12. Joint and Several
Obligations. The
obligations evidenced hereby shall be the joint and several obligations of all
signatories or makers of this Note. The obligations, liabilities,
representations, warranties, covenants, certifications, agreements and all other
terms and provisions of this Note shall bind Borrower individually and
collectively, jointly and severally.

       

      2.13. Transfer of
Note. Upon
the transfer of this Note, Borrower hereby waiving notice of any such transfer,
Lender may deliver all the collateral mortgaged, granted, pledged or assigned
pursuant to the Loan Documents, or any part thereof, to the transferee who shall
thereupon become vested with all the rights herein or under applicable law given
to Lender with respect thereto, and Lender shall from that date forward forever
be relieved and fully discharged from any liability or responsibility in the
matter, but Lender shall retain all rights hereby given to it with respect to
any liabilities and the collateral not so transferred.

       

      2.14. Counterparts.  This Note may be
executed in counterparts, each of which shall be an original and all of which
counterparts taken together shall constitute one and the same
agreement.

       

      


       

      [The
balance of this page is blank; signature page follows.]

      
        
          
          

        

        
          D-4

          
            

          

        

        
          
          

        

      


       

       

       

      IN
WITNESS WHEREOF, the undersigned has executed this Note as of the date first
above written.

      


      
        	
                BORROWER:

                 

                SIERRA CENTER TWENTY FOUR, A
      LIMITED LIABILITY COMPANY, a Wisconsin limited liability
      company

                 

                By:           Woodland
      Court, Inc., a Wisconsin corporation, its managing
member

                 

                By:     ______________________________                                                           

                Name:  David M.
      Marks

                Title:    President

                 

                 

              
	
                LENDER:

                 

                GREYSTONE BUSINESS CREDIT II,
      L.L.C.,

                a
      Delaware limited liability company

                 

                 

                By:           ____________________________

                Name:      Allison
      W. Berman

                Its:           Vice
      President

                 

                 

              


      

      


      


      
        
          
          

        

        
          D-5

          
            

          

        

        
          
          

        

      


      EXHIBIT
E

      


      Amended and Restated
Mortgage

      


       

      THIS
DOCUMENT PREPARED BY AND AFTER RECORDING RETURN TO:

       

      Laurence
B. Dobkin Esq.

      Greenberg
Traurig, LLP

      77 West
Wacker Drive, Suite 3100

      Chicago,
Illinois  60601

      


      


      Property
Address

       

      3921-3953
South 76th
Street Milwaukee, WI 53220

       

      AMENDED
AND RESTATED

      SENIOR
REAL PROPERTY MORTGAGE AND

       

      ASSIGNMENT
OF LEASES AND RENTS

       

      (Milwaukee
County, Wisconsin)

       

      (THIS
IS NOT HOMESTEAD PROPERTY)

       

      THIS
AMENDED AND RESTATED SENIOR REAL PROPERTY MORTGAGE AND ASSIGNMENT OF LEASES AND
RENTS (“Mortgage”) is made as of this
______ day of November, 2009 by SIERRA CENTER TWENTY FOUR, A LIMITED LIABILITY
COMPANY, a Wisconsin limited liability company (“Borrower”), having an address
at 1818 North Farwell Avenue, Milwaukee, Wisconsin 53202, in favor GREYSTONE
BUSINESS CREDIT II, L.L.C., a Delaware limited liability company (“Lender”) having an address at
152 West 57th Street, 60th Floor, New York, New York 10019, pursuant to a
certain Settlement Agreement of even date herewith (the “Settlement Agreement”) by and
among the Greystone Parties and the Crivello Parties.  Capitalized terms used
in this Mortgage and not defined in this Mortgage, but defined in the Settlement
Agreement, shall have the meanings given them in the Settlement
Agreement.

       

       

      RECITALS:

       

      A.           Borrower
is the fee owner of the real property described on Exhibit A attached hereto
(the “Land”) and Lender
is the owner and holder of that certain Senior Real Property Mortgage and
Assignment of Leases and Rents dated November 13, 2007 and recorded on November
15, 2007 as Document No. 9524013, together with that certain First Amendment
thereto dated November 30, 2008 and recorded on March 20, 2009 as Document No.
9714064 (collectively, “Original Mortgage”) and of the
note secured thereby (“Original
Note”).

       

      B.           Pursuant
to the Settlement Agreement, Borrower and Lender have agreed, inter alia, to
modify the terms of the Original Note.

       

      C.           Borrower
is executing this Mortgage and that certain Amended and Restated Note of even
date herewith (the “Note”), to amend, restate and
supersede the Original Mortgage and the Original Note in their
entirety.

       

      NOW,
THEREFORE, to secure (i) payment of all obligations of Borrower to Lender with
respect to the Note and otherwise from time to time for the payment of money
under or with respect to any other loan documents (“Loan Documents”) securing the
Note (the “Indebtedness”), and (ii) the
performance of the payment or performance of any and all obligations of Borrower
and/or guarantors to Lender under the Loan Documents (the “Obligations”), including the
covenants and agreements herein contained and contained in the other Loan
Documents (the Indebtedness and Obligations, are collectively, the “Secured Obligations”), and for
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Borrower hereby irrevocably and absolutely does by these presents
convey, mortgage, warrant, assign, transfer, pledge and deliver to Lender, its
successors and assigns, with all powers of sale (if any) and all statutory
rights under the applicable laws of the State where the Property is located (the
“State”), the following
described property, rights and interests, together
with all of Borrower’s hereafter acquired estate, right, title or interest in or
to, such property, rights and interests (collectively referred to as the “Property”), all of which
property, rights and interests are hereby pledged primarily and on a parity with
the Land (defined below) and not secondarily:

       

       

      
        
          
          

        

        
          E-1

          
            

          

        

        
          
          

        

      

       

      (a)           The
real property legally described in EXHIBIT A attached hereto (the “Land”);

       

      (b)           All
buildings, structures and improvements of every nature whatsoever now or
hereafter erected or situated on the Land, and all fixtures now owned or
hereafter acquired by Borrower, on or used in connection with the Land or the
improvements thereon, or in connection with any construction thereon, including
all extensions, additions, improvements, betterments, renewals, substitutions
and replacements to any of the foregoing and all right, title and interest of
Borrower in and to any such fixtures together with the benefit of any deposits
or payments now or hereafter made on such fixtures by or on behalf of
Borrower;

       

      (c)           All
easements, rights-of-way, licenses, permits, rights of use or occupancy,
privileges, tenements, appendages, hereditaments and appurtenances and other
rights and privileges thereunto belonging or in any wise appertaining to the
Land, whether now or in the future, and all the rents, issues, profits,
reversions and remainders therefrom;

       

      (d)           All
right, title and interest, if any, of Borrower, in and to the land lying within
any street, alley, avenue, roadway or right-of-way open or proposed or hereafter
vacated in front of or adjoining the Land; and all right, title and interest, if
any, of Borrower in and to any strips and gores adjoining the Land,

       

      (e)           All
rents, revenues, issues, profits, proceeds, income, royalties, security
deposits, impounds, reserves, tax refunds, termination payments, cancellation
payments, option payments, service reimbursements, prepaid rents, royalties,
damages payable upon a default under any Lease (as herein defined), concession
fees, lease termination payments, and other rights to revenues from the Property
and/or the businesses and operations conducted by Borrower on the Property
(collectively, the “Rents”);

       

      (f)           All
right, title and interest of Borrower in all leases, subleases, license
agreements, concession agreements, and other occupancy agreements of any nature
now or hereafter on the Property whether written or oral (collectively, “Leases”), together with all
guaranties thereof and security therefor and all monies payable
thereunder;

       

      (g)           All
proceeds of the foregoing, together with any and all judgments, awards, payments
or insurance proceeds, including interest thereon, and the right to receive the
same, which may be paid or payable with respect to the Property as a result of
the exercise of the right of eminent domain, the alteration of the grade of any
street, or any fire, casualty, accident, damage or other injury to or decrease
in the value of the Property, to the extent of all amounts which may be secured
by this Mortgage at the date of receipt of any such award or payment by Lender,
and of the reasonable counsel fees, costs and disbursements incurred by Lender
in connection with the collection of such award or payment, and the proceeds of
any sale, option or contract to sell the Property or any portion
thereof.

       

      TO HAVE AND TO HOLD the
Property with all rights, privileges and appurtenances thereunto belonging, and
all rents, issues and profits therefrom, and all right to possession of the
Property after any default by Borrower under the Settlement Agreement, the Note,
this Mortgage or any other Loan Document (collectively, “Event of Default”) unto
Lender, its successors and assigns, forever, to secure the prompt payment and
performance of all of the Secured Obligations, which include, without
limitation, the following:

       

      (i)           payment
of all principal, and all other Indebtedness, any other interest and prepayment
fees, if any, evidenced by, and in accordance with the terms of, the Note and
the Settlement Agreement, and any and all charges, additional indebtedness
accruing to Lender on account of any future payments, advances or expenditures
made by Lender pursuant to the Settlement Agreement, the Note or this Mortgage
and any additional sums with interest thereon which may be loaned to Borrower by
Lender (provided, however, that the Secured Obligations shall in no event exceed
300% of the principal amount of the Note); and

       

      (ii)           the
due, prompt and complete performance of each and every covenant, condition,
agreement, representation, warranties and other liabilities and obligations of
Borrower or any other obligor contained in the Settlement Agreement, this
Mortgage, the Note, and every other Loan Document.

       

       

      
        
          
          

        

        
          E-2

          
            

          

        

        
          
          

        

      

       

      BORROWER
FURTHER AGREES AS FOLLOWS:

       

      18. Title.  Borrower
hereby represents, warrants and covenants Borrower is the holder of fee simple
title to the Property, free and clear of any liens and encumbrances except for
the covenants, conditions and restrictions of record (“Permitted Exceptions”) shown
on Schedule B of that certain title commitment pertaining to the Property dated
November 9, 2009 issued by Chicago Title Insurance Company, and that Borrower
has legal power and authority to mortgage and convey the Property. At Borrower’s
sole expense, Borrower shall protect, preserve and defend the Property and title
to and right of possession of the Property, and the security of this Mortgage
and the rights and powers of Lender created under it, against all adverse
claims. Borrower shall give Lender prompt notice in writing if any claim is
asserted which does or could affect any such matters, or if any action or
proceeding is commenced which alleges or relates to any such claim. Lender may,
at the expense of Borrower, appear in and defend any such claim, action or
proceeding and any claim, action or other proceeding asserted or brought against
Lender in connection with or relating to any part of the Property or this
Mortgage

       

      19. Effect of Extensions of
Time.  If
the payment, or performance of the Secured Obligations or any part thereof, is
extended or varied, if the rate of interest charged under the Note is changed or
if the time for payment or performance of the Secured Obligations is extended or
varied, or if all or any part of any security for the payment or performance of
the Secured Obligations is released, or if any person or entity liable for the
payment or performance of the Secured Obligations is released, or if Lender
takes other or additional security for the payment or performance of the Secured
Obligations, or if Lender waives or fails to exercise any right granted in this
Mortgage, or in the Note, or in any Loan Document, all persons now or at any
time hereafter liable for the payment or performance of the Secured Obligations,
or any part thereof, or interested in the Property shall be deemed to have
assented to such extension, variation, release, change, waiver, failure to
exercise or the taking of additional security, and their liability and the lien
and all provisions of this Mortgage shall continue in full force, the right of
recourse against all such persons being expressly reserved by Lender,
notwithstanding such extension, variation, release, waiver, failure to exercise,
or the taking of additional security.

       

      20. Assignment of Leases and
Rents.

       

      (a) The
assignment of Rents and Leases contained in this Mortgage is present and
absolute and is effective immediately. Notwithstanding the foregoing, until the
occurrence of an Event of Default, Borrower shall have a revocable license to
receive, collect and enjoy the Rents accruing from the Property. Borrower shall
hold a portion of such Rents so collected by Borrower and any other income and
profits sufficient to discharge all current sums due under the Note, for use in
the payment of such sums. Upon the occurrence of an Event of Default, the
revocable license shall automatically be revoked and thereafter Lender may, at
its option, receive and collect all Rents as they become due.

       

      (b) Borrower
hereby irrevocably appoints Lender its true and lawful attorney with full power
of substitution and with full power for Lender in its own name and capacity or
in the name and capacity of Borrower, from and after the occurrence of an Event
of Default, to demand, collect, receive and give complete acquittance for any
and all Rents, and at Lender’s discretion to file any claim or take any other
action or proceeding and make any settlement of any claims, either in its own
name or in the name of Borrower or otherwise, which Lender may deem necessary or
desirable in order to collect and enforce the payment of the Rents. All tenants
at the Property under the Leases (the “Tenants”) are hereby expressly
authorized and directed to pay any and all amounts due Borrower pursuant to the
Leases to Lender or such nominee as Lender may designate in writing delivered to
and received by such Tenants who are expressly relieved of any and all duty,
liability or obligation to Borrower in respect of all payments so
made.

       

      (c) From and
after the occurrence of an Event of Default, Lender is hereby vested with full
power to use all measures, legal and equitable, deemed by it necessary or proper
to collect the Rents assigned hereunder, either by itself or through a receiver,
including the right of Lender or its designee to enter upon the Property, or any
part thereof, with or without force and with or without process of law and take
possession of all or any part of the Property together with all personal
property, fixtures, documents, books, records, papers and accounts of Borrower
relating thereto, and may exclude the Borrower, its agents and servants, wholly
therefrom. Borrower hereby consents to the appointment of such receiver.
Borrower hereby grants full power and authority to Lender to exercise all
rights, privileges and powers herein granted at any and all times after service
of a notice exercising the powers granted herein, without further notice to
Borrower, with full power to use and apply all of the Rents herein assigned to
the payment of the costs of managing and operating the Property and to any
Secured Obligations or any other liability of Borrower to Lender, including but
not limited to the payment of taxes, special assessments, insurance premiums,
damage claims, the costs of maintaining, repairing, rebuilding and restoring
buildings or other improvements or to making the same rentable, attorneys’ fees,
costs and expenses incurred in connection with the enforcement of this Mortgage,
and to principal and interest payments due from Borrower to Lender under the
Note or this Mortgage, all in such order as Lender may determine. Lender shall
be under no obligation to exercise or prosecute any of the rights or claims
assigned to it hereunder or to perform or carry out any of the obligations of
the lessor under any of the Leases and does not assume any of the liabilities in
connection with or arising or growing out of the covenants and agreements of
Borrower in the Leases, provided Lender may, at its sole option, institute any
legal or equitable action which Lender in its sole discretion, deems desirable
to collect any or all of the Rents.

       

      (d) Following
the occurrence of an Event of Default, Lender may perform any or all obligations
of Borrower under any of the Leases or this Mortgage and take such actions as
Lender deems appropriate to protect its security interest including without
limitation (i) appearing in any action or proceeding affecting any of the Leases
or the Property; (ii) executing new leases and modifying, terminating or
canceling existing Leases; (iii) collecting, modifying and compromising any
Rents payable under the Leases; (iv) enforcing any of the Leases, including, if
necessary, evicting lessees; and (v) any other remedies permitted Lender under
applicable law.  The foregoing are in addition to the remedies
afforded Lender under any of the other Loan Documents or in law or equity, by
statute or otherwise, all of which rights are reserved by Lender.  It
is further understood that the assignment of the Leases contained in this
Mortgage shall not operate to place responsibility for the control, care,
management or repair of the Property, or parts thereof, upon Lender, nor shall
it operate to make Lender liable for the performance of any of the terms and
conditions of any of the Leases, or for any waste of the Property by any lessee
under any of the Leases or any other person, or for any dangerous or defective
condition of the Property or for any negligence in the management, upkeep,
repair or control of the Property resulting in loss or injury or death to any
lessee, licensee, employee or stranger.

       

       

       

      
        
          
          

        

        
          E-3

          
            

          

        

        
          
          

        

      

       

      (e) Borrower
hereby agrees to indemnify, hold harmless and defend Lender from and against any
liability, obligation, loss, cost, expense, civil fines, penalties or damage
(including attorneys’ fees) incurred by Lender under the Leases until such time
as Lender shall actually take possession of the Property.

       

      (f) Nothing
herein shall be construed as constituting the Lender a mortgagee in possession
of the Property in the absence of Lender taking actual possession of the
Property.

       

      21. Lender's Performance of
Defaulted Acts.  In
case of an Event of Default, Lender may, but need not, and whether electing to
declare the whole of the Secured Obligations due and payable or not, and without
waiver of any other remedy, make any payment or perform any act herein required
of Borrower in this Mortgage or pursuant to any of the other Loan Documents in
any form and manner deemed expedient, and may, but need not, make full or
partial payments of principal or interest on prior encumbrances, if any, and
purchase, discharge, compromise or settle any tax lien or other prior lien or
title or claim thereof, or redeem from any tax sale or forfeiture affecting the
Property or contest any tax or assessment or cure any default of landlord in any
Lease of the Property.  All sums paid for any of the purposes
authorized in this paragraph and all expenses paid or incurred in connection
such purposes, including attorneys' fees, and any other sums advanced by Lender
in regard to any Impositions or to protect the Property or the lien hereof,
shall be so much additional Indebtedness, and shall become immediately due and
payable upon demand, together with interest thereon accruing at the Default Rate
(as defined in the Note”) until paid.  Inaction of Lender shall never
be considered as a waiver of any right accruing to Lender on account of any
default on the part of Borrower. In addition, any costs, expenses and fees,
including attorneys' fees, incurred by Lender in connection with (a) sustaining
the lien of this Mortgage or its priority, (b) protecting or enforcing any of
Lender's rights hereunder, (c) recovering any of the Secured Obligations, (d)
any litigation or proceedings affecting the Settlement Agreement, the Note, this
Mortgage, any of the other Loan Documents or the Property, including without
limitation, bankruptcy and probate proceedings, or (e) preparing for the
commencement, defense or participation in any threatened litigation or
proceedings affecting the Settlement Agreement, the Note, this Mortgage, any of
the other Loan Documents or the Property, shall be so much additional
Indebtedness, and shall become immediately due and payable by Borrower to
Lender, upon demand, and with interest thereon accruing from the date of such
demand until paid at the Default Rate.

       

      22. Lender's Reliance on Tax
Bills, Etc.  Lender
in making any payment hereby authorized:

       

      (a) relating
to taxes and assessments, may do so according to any bill, statement or estimate
procured from the appropriate public office without inquiry into the accuracy of
such bill, statement or estimate or into the validity of any tax, assessment,
sale, forfeiture, tax lien or title or claim thereof; or

       

      (b) relating
to insurance premiums, may do so according to any bill or statement procured
from the appropriate company without inquiry into the accuracy of such bill or
statement; or

       

      (c) for the
purchase, discharge, compromise or settlement of any other prior lien, may do so
without inquiry as to the validity or amount of any claim for lien which may be
asserted.

       

      23. Events of Default;
Acceleration.  Upon
the occurrence of any Event of Default, then and in every such case the whole of
the Secured Obligations shall, at once, at the option of Lender, become
immediately due and payable without further notice to Borrower. Without limiting
the foregoing Borrower expressly acknowledges and affirms that any sale,
transfer, lease, conveyance, alienation, pledge, assignment, mortgage,
encumbrance, hypothecation or other disposition of all or any portion of the
Property or all or any portion of Borrower’s right, title and interest (legal or
equitable) in and to the Property or any portion thereof that is not permitted
by Lender constitutes an Event of Default which would give rise to Lender’s
right to accelerate the Secured Obligations.

       

      24. Foreclosure.  After
acceleration of the Maturity Date (as defined in the Note), subject to Wisconsin
law, Lender shall also have the right immediately to foreclose this
Mortgage.  Upon the filing of any complaint for that purpose, the
court in which such complaint is filed may, upon application of Lender or at any
time thereafter, either before or after foreclosure sale, and without notice to
Borrower or to any party claiming under Borrower, without regard to the solvency
or insolvency at the time of such application of any person then liable for the
payment of any Secured Obligation, without regard to the then value of the
Property, and without requiring any bond from the complainant in such
proceedings, appoint a receiver for the benefit of Lender (which may be Lender),
with power to take possession, charge and control of the Property, to operate or
lease the same, to keep the improvements thereon insured and in good repair, and
to collect any revenues of operation or rents during the pendency of such
foreclosure suit, and, in case of foreclosure sale and a deficiency, during any
period of redemption.  The court shall, if requested by the receiver,
authorize such receiver to pay the net amounts remaining in the receiver’s
hands, after deducting reasonable compensation for the receiver and the
receiver’s counsel to be allowed by the court, to Lender to be held and applied
to any Secured Obligation in accordance with the Loan Documents.  This
Mortgage may be foreclosed once against all, or successively against any portion
or portions, of the Property as Lender may elect.  This Mortgage and
the right of foreclosure shall not be impaired or exhausted by one or any
foreclosure or by one or any sale, and may be foreclosed successively and in
parts, until all of the Property has been foreclosed against and sold. Borrower
agrees that Lender may elect to foreclose and select any redemption period
authorized by law. Borrower expressly agrees that Lender may utilize § 846.103,
Wis. Stats. (or any other provisions provided in Chapter 846), or any successors
thereto, to reduce the redemption period in any foreclosure action, upon waiving
the right to judgment for a deficiency.  In case of any foreclosure
(or commencement thereof or preparation therefor) of this Mortgage in any court,
all expenses of every kind paid or incurred by Lender for the enforcement,
protection or collection of this Mortgage, including reasonable costs,
reasonable attorneys’ fees, stenographers’ fees, costs of advertising, costs of
documentary evidence of title (including title insurance) and all other related
charges and costs, shall be paid by Borrower.  Without limitation of
the foregoing, Borrower agrees to
the provisions of § 846.103, Wis. Stats., as the same may be amended or
renumbered from time to time, permitting Lender, upon waiving the right to
judgment for a deficiency, to hold the foreclosure sale of real estate three (3)
months after a foreclosure judgment is entered.

       

      25. Expense of
Litigation.  In
the event of any sale of all or any part of the Property as the result of the
exercise by Lender of remedies for an Event of Default, pursuant to the powers
and rights granted under this Mortgage or otherwise (a “Foreclosure”), to the extent
not prohibited by the laws of the State applicable to mortgages or deeds of
trust affecting property within the State (the “Lien Law”), there shall be
allowed and included as additional indebtedness secured by this Mortgage and for
which Borrower shall be obligated, all expenditures and expenses which may be
paid or incurred by or on behalf of Lender for attorneys’ fees, appraiser’s
fees, outlays for documentary and expert evidence, stenographers’ charges,
publication costs, and costs (which may be estimated as to items to be expended
in the future) of procuring all such abstracts of title, title searches and
examinations, title insurance policies, and similar data and assurances with
respect to the title as Lender may deem necessary, whether to prosecute such
suit or to evidence to bidders at any sale which may be had pursuant to such
Foreclosure the true condition of the title to or the value of the Property, or
otherwise. All expenditures and expenses of the nature mentioned in this
paragraph and such expenses and fees as may be incurred in the protection of the
Property and the maintenance of the liens, rights, powers and authority granted
pursuant to this Mortgage, including the fees of any attorneys employed by
Lender in any litigation or proceeding affecting the Settlement Agreement, this
Mortgage, the Note or the Property, including appellate, probate and bankruptcy
proceedings, or in preparations for the commencement or defense of any
proceedings or threatened suit or proceeding shall be immediately due and
payable by Borrower upon demand, with interest accruing at the Default Rate
until paid, and shall be secured by this Mortgage.

       

       

      
        
          
          

        

        
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      26. Application of Proceeds of
Foreclosure Sale.  Subject
to the provisions of the Lien Laws, the proceeds obtained from any Foreclosure
shall be distributed and applied in the following order of priority: first, on
account of all costs and expenses incident to the Foreclosure proceedings,
including all such items as are mentioned in the
preceding paragraph hereof; second, all other items which may, under the terms
of the Loan Documents, constitute Secured Obligations additional to that
evidenced by the Note, with interest thereon as herein or therein provided and
all other Secured Obligations including the principal and interest and other
sums (including prepayment premiums) remaining unpaid on the Note; and third,
any overplus to any party entitled thereto as their rights may appear or as may
be dictated by the Lien Laws.

       

      27. Appointment of Receiver;
Mortgage in Possession.  Upon,
or at any time after, the occurrence of an Event of Default, Lender shall have
the right, at its sole election and in accordance with the Lien Laws, to appoint
a receiver for the Property. Such appointment may be made either before or after
sale, without notice, without regard to the solvency or insolvency of Borrower
at the time of application for such receiver and without regard to the then
value of the Property or whether the Property shall be then occupied as a
homestead or not, and Lender hereunder or any holder of the Note may be
appointed as such receiver. Such receiver shall have power to collect the Rents
during the pendency of such Foreclosure, and during the full statutory period of
redemption, whether there be redemption or not, as well as during any further
times when Borrower, except for the intervention of such receiver, would be
entitled to collect such Rents, and all other powers which may be necessary or
are usual in such cases for the protection, possession, control, management and
operation of the Property during the whole of any period of redemption,
including, to the extent permitted by the Lien Laws, the right to lease all or
any portion of the Property for a term that extends beyond the time of such
receiver’s possession without obtaining prior court approval of such
lease.  To the extent permitted under the Lien Laws, the court from
time to time may authorize the receiver to apply the net income in his hands in
payment in whole or in part to:

       

      (a) the
Secured Obligations, or by any decree foreclosing this Mortgage, or any tax,
special assessment or other lien which may be or become superior to the lien
hereof or of such decree, provided such application is made prior to foreclosure
sale; and

       

      (b) the
deficiency in case of a sale and deficiency.

       

      28. Rights Cumulative;
Modification.  Each
right, power and remedy conferred upon Lender in this Mortgage is cumulative and
in addition to every other right, power or remedy, express or implied, given now
or hereafter existing, at law or in equity, and each and every right, power and
remedy set forth in this Mortgage or any other Loan Document, or otherwise so
existing, may be exercised from time to time as often and in such order as may
be deemed expedient by Lender, and the exercise or the beginning of the exercise
of one right, power or remedy shall not be a waiver of the right to exercise at
the same time or thereafter any other right, power or remedy, and no delay or
omission of Lender in the exercise of any right, power or remedy accruing
hereunder or arising otherwise shall impair any such right, power or remedy, or
be construed to be a waiver of any default or acquiescence therein. This
Mortgage cannot be waived, changed, discharged or terminated orally, but only by
an instrument in writing signed by the party against whom enforcement of any
waiver, change, discharge or termination is sought.

       

      29. Lender’s Right of Possession
in Case of Default.  At
any time after an Event of Default has occurred, Borrower shall, upon demand of
Lender, surrender to Lender possession of the Property. Lender, in Lender’s
discretion, may enter upon and take and maintain possession of all or any part
of the Property, as mortgagee in possession or otherwise, together with all
documents, books, records, papers and accounts relating thereto, and may exclude
Borrower and its employees, agents or servants therefrom, and Lender may then
hold, operate, manage and control the Property, either personally or by Lender’s
agents. Lender shall have full power to use such measures, legal or equitable,
as Lender in Lender’s discretion may deem proper or necessary to enforce the
payment or security of the Rents, including actions for the recovery of rent,
actions in forcible detainer and actions in distress for rent. Without limiting
the generality of the foregoing, Lender shall have full power to:

       

      (a) cancel or
terminate any Lease or sublease for any cause or on any ground which would
entitle Borrower to cancel such Lease or sublease;

       

      (b) elect to
disaffirm any Lease or sublease which is then subordinate to the lien
hereof;

       

      (c) extend or modify any then
existing Leases and to enter into new Leases, which extensions, modifications
and Leases may provide for terms to expire, or for options to lessees to extend
or renew terms to expire, beyond the Maturity Date and beyond the date of the
issuance of a deed or deeds to a purchaser or purchasers at a Foreclosure sale,
it being understood and agreed that any such Leases, and the options or other
such provisions to be contained therein, shall be binding upon Borrower and all
persons whose interests in the Property are subject to the lien of this Mortgage
and upon the purchaser or purchasers at any Foreclosure sale, notwithstanding
any redemption from sale, discharge of the Secured Obligations, satisfaction of
any foreclosure judgment, or issuance of any certificate of sale or deed to any
purchaser;

       

      (d) make any
repairs, renewals, replacements, alterations, additions, betterments and
improvements to the Property as Lender deems are necessary;

       

      (e) insure
and reinsure the Property and all risks incidental to Lender’s possession,
operation and management thereof; and

       

      (f) receive
all of such Rents.

       

      30. Application of Income
Received by Lender.  Subject
to the Lien Laws, Lender, in the exercise of the rights and powers hereinabove
conferred upon Lender, shall have full power to use and apply the Rents to the
payment of or on account of the following, in such order as Lender may
determine:

       

       

      
        
          
          

        

        
          E-5

          
            

          

        

        
          
          

        

      

       

      (a) to the
payment of the operating expenses of the Property, including cost of management
and leasing thereof (which shall include compensation to Lender and its agent or
agents, if management be delegated to an agent or agents, and shall also include
lease commissions and other compensation and expenses of seeking and procuring
tenants and entering into leases), established claims for damages, if any, and
premiums on insurance hereinabove authorized;

       

      (b) to the
payment of taxes and special assessments now due or which may hereafter become
due on the Property; and

       

      (c) to the
payment and satisfaction of the Secured Obligations, including any deficiency
which may result from any foreclosure sale.

       

      31. Compliance with Lien
Laws.

       

      (a) If any
provision in this Mortgage shall be inconsistent with any provision of the Lien
Laws, the provisions of the Lien Laws shall take precedence over the provisions
of this Mortgage, but shall not invalidate or render unenforceable any other
provision of this Mortgage that can be construed in a manner consistent with the
Lien Laws.

       

      (b) If any
provision of this Mortgage shall grant to Lender (including Lender acting as a
lender-in-possession) or a receiver any powers, rights or remedies which are
more limited than the powers, rights or remedies that would otherwise be vested
in Lender or in such receiver under the Lien Laws in the absence of such
provision, Lender and such receiver shall be vested with the powers, rights and
remedies granted in the Lien Laws to the full extent permitted by
law.

       

      32. Lender’s Right of
Inspection.  Lender
shall have the right to inspect the Property at all reasonable times and access
thereto shall be permitted for that purpose.  Without limiting the
generality of the foregoing, if Lender deems it reasonably necessary, Lender (by
its officers, managers, employees and agents) at any time and from time to time,
either prior to or after the occurrence of an Event of Default hereunder for any
reason in its reasonable discretion, may contract for the services of persons
(the “Site Reviewers”)
to perform environmental assessments (the “Site Assessment”) on the
Property for the purposes of determining whether there exists on or near the
Property any environmental conditions which could reasonably be expected to
result in liability, cost or expense to the owner, occupier or operator of the
Property arising under any state, federal or local law, rule or regulation
relating to Hazardous Substances. The Site Assessments may be performed at any
time or times, upon reasonable notice, and under reasonable conditions
established by Borrower which do not impede the performance of the Site
Assessments. The Site Reviewers are hereby authorized to enter upon the Property
for such purposes. The Site Reviewers are further authorized to perform both
above and below the ground testing for the presence of Hazardous Substances on
the Property and such other tests on the Property as may be appropriate to
conduct the Site Assessments in the reasonable opinion of the Site
Reviewers.  Borrower will supply to the Site Reviewers such historical
and operation information regarding the Property as may be reasonably requested
by the Site Reviewers to facilitate the Site Assessments and will make available
for meetings with the Site Reviewers appropriate personnel having knowledge of
such matters. On request, Lender shall make the results of such Site Assessments
fully available to Borrower, and if no Event of Default then exists, Borrower
may at its election participate under reasonable procedures in the direction of
such Site Assessments and the descriptions of tasks of the Site Reviewers. The
cost of performing such Site Assessments shall be paid by Borrower upon demand
of Lender and such obligations shall be Secured Obligations.  For
purposes hereof, “Hazardous
Substances” means and includes, without limitation, any substance,
chemical, material or waste (A) the presence of which causes a nuisance or
trespass of any kind under any applicable Environmental Law; (B) which is
regulated by any Governmental Authority or is likely to create liability under
any Environmental Law because of its toxic, flammable, corrosive, reactive,
carcinogenic, mutagenic, infectious, radioactive or other hazardous property or
because of its effect on the environment, natural resources or human health and
safety; including but not limited to, flammables and explosives, gasoline,
petroleum and petroleum products, asbestos-containing materials, polychlorinated
biphenyls, lead and lead-based paint, radon, radioactive materials, microbial
matter, biological toxins, mylotoxins, mold or mold spores or any hazardous or
toxic material, substance or waste which is defined by those or similar terms or
is regulated as such by any Governmental Authority; or (C) which is designated,
classified or regulated as being a hazardous or toxic substance, material,
pollutant, waste (or a similar such designation) under any federal, state or
local law, regulation or ordinance, including under any Environmental
Law.  For purposes hereof, “Environmental Law” means and
includes, without limitation, any federal, state or local law, whether under
common law, statute, rule, regulation or otherwise, requirements under permits
or other authorizations issued with respect thereto, and other orders, decrees,
judgments, directives or other requirements of any Governmental Authority
relating to or imposing liability or standards of conduct, disclosure or
notification with regard to the protection of human health, the environment,
ecological conditions, Hazardous Substances or any activity involving Hazardous
Substances, all as previously or now existing and in the future to be
amended.  For purposes hereof, “Governmental Authority” means
any federal, state, county or municipal government or political subdivision
thereof, any governmental or quasi-governmental agency, authority, board,
bureau, commission, department, instrumentality or public body, or any court,
administrative tribunal or public utility.

       

      33. Condemnation.  Borrower
hereby assigns, transfers and sets over to Lender the entire proceeds of any
award or any claim for damages for any of the Property taken or damaged under
the power of eminent domain or by condemnation. Borrower agrees to execute and
deliver, from time to time, such further instruments as may be requested by
Lender to confirm such assignment to Lender of any such award or
payment.

       

      34. Release Upon Payment and
Discharge of Borrower’s Obligations.  Lender
shall release this
Mortgage and the lien thereof by proper instrument upon payment and discharge of
all of the Secured Obligations including any prepayment charges provided for
herein or in the Note and payment of a reasonable fee to Lender for the
execution of such release together with all reasonable expenses incurred by
Lender in connection with the execution of such release.

       

      35. Waiver of
Defense.  No
action for the enforcement of the lien or of any provision hereof shall be
subject to any defense which would not be good and available to the party
interposing same in an action at law upon the Note hereby secured.

       

      36. Waiver of Statutory
Rights.  To
the extent permitted under the Lien Laws, Borrower shall not, and will not,
apply for, avail itself of, insist upon or plead or in any manner claim or take
advantage of any appraisement, homestead, valuation, stay, extension or
exemption laws, or any so-called “Moratorium Laws”, now existing
or hereafter enacted, in order to prevent or hinder the enforcement or
foreclosure of this Mortgage, but hereby waives the benefit of such laws.
Borrower, for itself and all who may claim through or under Borrower, waives any
and all right to have the property and estates comprising the Property marshaled
upon any foreclosure of the lien hereof and agrees that any court having
jurisdiction to foreclose such lien may order the Property sold as an entirety.
Borrower hereby expressly waives any and all rights of reinstatement and
redemption, if any, from sale pursuant to a Foreclosure of this Mortgage on
behalf of Borrower, and each and every person claiming by, through or under
Borrower.

       

       

      
        
          
          

        

        
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      37. Financing
Statement.  This
Mortgage also constitutes a financing statement for the purpose of Section 9-502
of the Code and shall constitute a “fixture filing” under such
statutes

       

      (a) The
Debtor is the Borrower hereunder.

       

      (b) The
Secured Party is the Lender hereunder.

       

      (c) This
financing statement covers all assets of Borrower that is related to the
Property which includes goods which are or are to become fixtures on the
Property.

       

      (d) Borrower
is the record owner of the Land.

       

      (e) Borrower’s
organizational identification number is 5048085.

       

      38. Intentionally
Omitted

       

      .

       

      39. Miscellaneous.

       

      (a) Successors
and Assigns.  This Mortgage and all provisions hereof shall
extend to and be binding upon Borrower and its successors, grantees and assigns,
any subsequent owner or owners of the Property and all persons claiming under or
through Borrower (but this clause shall not be construed as constituting the
consent by Lender to the transfer of any interest in the Property), and the word
“Borrower” when used herein shall
include all such liable for the payment of or performance of the Secured
Obligations or any part thereof, whether or not such persons shall have executed
the Note or this Mortgage.  The word “Lender”, when used herein, shall
include the successors and assigns of Lender named herein, and the holder or
holders, from time to time, of the Note.

       

      (b) Invalidity
of Provisions. In the event one or more of the provisions
contained in this Mortgage or in any other Loan Document shall for any reason be
held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall, at the option of Lender, not affect any
other provision of this Mortgage and this Mortgage shall be construed as if such
invalid, illegal or unenforceable provision had never been contained herein or
therein.

       

      (c) Governing
Law.  The validity and interpretation of this Mortgage and of
all other documents evidencing or securing the Secured
Obligations shall be construed in accordance with the laws of the State of New
York, except that the Lien Laws shall govern any question regarding the
creation, perfection or enforcement of the liens and security interests granted
Lender under this Mortgage and of the right, power and authority granted Lender
by this Mortgage to conduct a Foreclosure.

       

      (d) Rights of
Tenants.  Lender shall have the right and option to commence a
Foreclosure subject to the rights of any tenant or tenants of the Property. The
failure to join any such tenant or tenants as party defendant or defendants in
any Foreclosure to foreclose their rights shall not be asserted by Borrower as a
defense in any civil action instituted for satisfaction of the Secured
Obligations, or any part thereof, or any deficiency remaining unpaid after
Foreclosure and sale of the Property, any statute or rule of law at any time
existing to the contrary notwithstanding. Tenants and other transferees of
interests in the Property, whether directly or indirectly, shall be subject to
all of the terms of this Mortgage and all of the other Loan Documents, which
terms include a right in favor of Lender to accelerate the Secured Obligations
upon any transfer that is not permitted by Lender herein.

       

      (e) Option of
Lender to Subordinate.  At the option of Lender, this Mortgage shall
become subject and subordinate, in whole or in part (but not with respect to
priority of entitlement to insurance proceeds or any award in condemnation) to
any or all Leases upon the execution by Lender and recording or registration
thereof, at any time hereafter, in the appropriate recording office for the
recording of instruments affecting the Property, of a unilateral declaration to
that effect.

       

      (f) Property
Management Agreement.  Any property management agreement
hereafter entered into by Borrower shall, to the extent enforceable under the
Lien Laws, be subject and subordinate to the lien of this Mortgage and Lender
may terminate such agreement at any time after the occurrence of an Event of
Default. Such property management agreement of a short form thereof, evidencing
the foregoing subordination, shall, at Lender’s request, be recorded with the
appropriate recording office for the Property.

       

      (g) Subrogation.  To
the extent that Lender, on or after the date hereof, pays any sum due under any
provision of law or any instrument or document creating any lien prior or
superior to the lien of this Mortgage, Lender shall have and be entitled to a
lien on the Property equal in priority to the lien discharged, and Lender shall
be subrogated to, and receive and enjoy all rights and liens possessed, held or
enjoyed by, the holder of such lien, which shall remain in existence and benefit
Lender in securing the Secured Obligations.  Lender shall be
subrogated, notwithstanding their release of record, to the lien of all
mortgages, trust deeds, superior titles, vendors’ liens, liens, charges,
encumbrances, rights and equities on the Property, to the extent that any
obligation under any thereof is directly or indirectly paid or discharged with
proceeds of disbursements or advances under the Note.

       

      (h) Notices.  All
notices required or appropriate under this Mortgage shall be given in compliance
with provisions of the Settlement Agreement governing the giving of
notices.

       

      40. Waiver of Jury
Trial

       

      .  BORROWER
AND LENDER, BY ITS
ACCEPTANCE OF THIS MORTGAGE, HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY
JURY IN ANY ACTION OR PROCEEDING TO ENFORCE THIS MORTGAGE OR BASED UPON, OR
ARISING OUT OF, THE SUBJECT MATTER OF THIS MORTGAGE. THIS WAIVER IS KNOWINGLY,
INTENTIONALLY AND VOLUNTARILY MADE BY BORROWER AND LENDER, AND BORROWER
ACKNOWLEDGES THAT NEITHER LENDER NOR ANY PERSON ACTING ON BEHALF OF LENDER HAS
MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR HAS
TAKEN ANY ACTIONS WHICH IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. BORROWER AND
LENDER EACH ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO
A BUSINESS RELATIONSHIP, THAT EACH OF THEM HAS ALREADY RELIED ON THIS WAIVER IN
ENTERING INTO THIS MORTGAGE AND THAT EACH OF THEM WILL CONTINUE TO RELY ON THIS
WAIVER IN THEIR RELATED FURTHER DEALINGS.

       

      [The
balance of this page is intentionally blank; signature page
follows.]

       

      
        
          
          

        

        
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      IN
WITNESS WHEREOF, Borrower has caused this Mortgage to be duly executed and
delivered as of the date first above written.

       

      
        
          	 	BORROWER:	 
	 	 	 
	 	 SIERRA CENTER TWENTY FOUR, A
      LIMITED LIABILITY COMPANY, a Wisconsin limited liability
      company
	 	 	 	 
	
                  Date

                	
                  By:
      

                	/s/ Woodland
      Court, Inc., a Wisconsin corporation, its managing member	 
	 	 	
                  Name:
      David
      M. Marks

                	 
	 	 	
                  Title:
      President

                	 
	 	 	 	 


        

      

       

      
[MUST
BE COMPLETED IN BLACK INK]

       

       

       

       

       

      
        
          
          

        

        
          E-8

          
            

          

        

        
          
          

        

      

       

      
 

      STATE OF
WISCONSIN                                )

                                                                                 
)
SS:

      COUNTY OF
MILWAUKEE                          )

      


      This instrument was acknowledged before
me this ___ day of ________________, 20__, by David M. Marks as president of
Woodland Court, Inc., a Wisconsin corporation, the managing member of Sierra
Center Twenty Four, A Limited Liability Company, a Wisconsin limited liability
company.

      


      
        
          	 	 	 
	 	           
      (Seal)	 
	 	 	 
	 	 Print
      Name:   	 
	 	 Notary
      Public,   	 
	 	 County	 
	 	 State
      of    	 
	 	 My
      commission:    	 
	 	 	 
	 	 	 	 
	
                   

                	
                   

                	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


        



       

      
        
          
          

        

        
          E-9

          
            

          

        

        
          
          

        

      


      EXHIBIT
A

      


      Legal
Description

      


      


      Owner:  Sierra
Center Twenty Four, LLC, a Wisconsin limited liability company

      


      Legal
Description

      


      That part
of the Northeast 1⁄4 of Section 21, Town 6 North, Range 21 East, City of
Milwaukee, County of Milwaukee, State of Wisconsin, bounded and described as
follows:

      


      Commencing
at the Northeast corner of the Northeast 1⁄4 of Section 21, thence S 00° 17’ 22” E
along the East line of said 1⁄4 Section 479 41 feet to a point, thence S 88° 24’
43” W and parallel with the North line of said 1⁄4 Section 330 50 feet to a point;
thence N 0° 17’ 22” W and parallel with the East line of said 1⁄4 Section 479 41
feet to a point on the North line of said 1⁄4 Section, thence N 88° 24’ 43” E
along the North line of said 1⁄4 Section 330 50 feet to the point of commencement,
except the North 55 feet and the East 60 feet thereof.

      


      Tax Key
No. 570-9994-111-3

      


      Address
3951 S. 76th
Street

      


      


      


      
        
          
          

        

        
          E-10

          
            

          

        

        
          
          

        

      


      EXHIBIT
F

      


      GUARANTY

      


      


      THIS GUARANTY (“Guaranty”) is dated as of
______________________, 2009 and is made by DAVID M. MARKS, an individual
(“Guarantor”), for the benefit of
GREYSTONE BUSINESS CREDIT II, L.L.C., a Delaware limited liability company
(“Lender”).

       

      RECITALS

       

      A.           SIERRA
CENTER TWENTY FOUR, A LIMITED LIABILITY COMPANY, a Wisconsin limited liability
company (the “Borrower”) and Lender have
heretofore entered into that certain Amended and Restated Note (the “Note”) and that certain Amended
and Restated Senior Real Property Mortgage and Assignment of Leases and Rents
each of even date herewith (the “Mortgage”) pursuant to that
certain Settlement Agreement of even date herewith (the “Settlement Agreement”) to
which Borrower and Lender are parties.  All capitalized terms not
otherwise defined in this Guaranty shall have the meanings given them in the
Note.

       

      B.           Lender
has required, as a condition precedent to the execution of the Note, Mortgage
and Settlement Agreement, the execution and delivery of this Guaranty by
Guarantor.

       

      C.           Guarantor
has an interest in Borrower, and having a financial interest in the Property,
has agreed to execute and deliver this Guaranty to Lender.

       

      NOW THEREFORE, in
consideration of the Recitals set forth above and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Guarantor hereby agrees as follows:

       

      41. Liabilities. Notwithstanding any
exculpation or other provisions in any Loan Document to the contrary, Guarantor
agrees to be personally liable for the payment and satisfaction of all of the
following (collectively, “Guarantor’s
Liabilities”):

       

      (a) All
Losses and Expenses arising from any of the following:

       

      i) any gross
negligence or willful misconduct of Borrower or any affiliates, agents,
employees, attorneys-in-fact or representatives of Borrower;

       

      ii) any
removal or disposal of any portion of the Property secured by the Mortgage by
Borrower or any of its affiliates, agents or representatives after an Event of
Default (as defined in the Mortgage);

       

      iii) any
security deposits, advance deposits or any other deposits collected with respect
to the Property which were not delivered to Lender, except to the extent any
such security deposits were applied in accordance with the terms and conditions
of any of the Leases (as defined in the Mortgage) as expressly permitted by the
Mortgage;

       

      iv) any
insurance policy required by the Mortgage has not been obtained or is no longer
in full force and effect;

       

      v) any
payment of fees to an affiliate of Borrower following an Event of
Default;;

       

      vi) any rent
being paid more than one (1) month in advance and not applied to operating
expenses of the Property or payment of the Indebtedness;

       

      vii) any
failure to pay charges incurred by Borrower for labor or materials or other
charges incurred by Borrower that could result in the creation of liens on any
portion of the Property;

       

      viii) any
hiring of employees in violation of law;

       

      ix) any use
of revenues generated from the Property after the occurrence of any Event of
Default for purposes other than payment of usual and customary operating
expenses of the Property or the Indebtedness;

       

      x) any use
of proceeds of insurance paid or payable to Borrower arising out of any loss,
damage or casualty affecting the Property and all awards, damages and payments
paid or payable to Borrower arising out of any actual or threatened condemnation
or eminent domain proceeding affecting the Property or any portion of the
Property for purposes other than as designated in the Mortgage;

       

      xi) any
physical loss or damage affecting the Property resulting from the intentional
acts of Borrower or any of its agents, or any physical or economic waste with
respect to the Property or any part thereof;

       

      xii) any
failure to allow inspections of the Property or access to Borrower’s books and
records;

       

      xiii) any fraud
or any material misrepresentation by or on behalf of Borrower (including by such
Borrower’s employees, agents, affiliates and attorneys-in-fact) in connection
with the Note, obtaining any consent or determination from Lender or the
submission of financial information; and

       

       

       

      
        
          
          

        

        
          F-1

          
            

          

        

        
          
          

        

      

       

      xiv) any
distributions by Borrower of cash or assets that are not specifically authorized
under the Loan Documents.

       

      (b) All of
the Indebtedness and other Obligations (including Losses and Expenses) in the
event of:

       

      i) any
transfer, sale, conveyance, assignment, further encumbrance, other transfer or
the creation of a security interest, by Borrower of title to, or an ownership
interest in, the Property or any other collateral or any voluntary imposition by
Borrower of a lien upon the Property or any other collateral unless expressly
permitted under the Mortgage;

       

      ii) the
commencement of an insolvency proceeding by Borrower or Guarantor or collusion
or cooperation by Borrower or Guarantor with any third party to commence an
insolvency proceeding against Borrower or Guarantor;

       

      iii) Guarantor,
an affiliate, officer, director or representative which controls, directly or
indirectly, Borrower, filing, or joining in the filing of, an involuntary
petition against Borrower under the Bankruptcy Code or any other federal or
state bankruptcy or insolvency law, or soliciting or causing to be solicited
another creditor for the purpose of commencing any such involuntary petition
against Borrower;

       

      iv) Borrower
filing an answer consenting to or otherwise acquiescing in or joining in any
involuntary petition filed against Borrower by any other person or entity under
the Bankruptcy Code or any other federal or state bankruptcy or insolvency
law;

       

      v) Borrower
consenting to or acquiescing in or joining in an application for the appointment
of a custodian, receiver, trustee, or examiner for Borrower or any portion of
the Property or the collateral or Borrower making an assignment for the benefit
of creditors; or

       

      vi) Borrower,
Guarantor or any affiliate of Borrower or Guarantor contesting or in any way
interfering with, directly or indirectly, any foreclosure action, UCC sale or
other remedy exercised by Lender upon the occurrence of any Event of Default
whether by making any motion, bringing any counterclaim, claiming any defense,
seeking any injunction or other restraint, commencing any action, or
otherwise.

       

      Notwithstanding
the foregoing, clauses (v) and (vi) of Subsection 1(b) above
shall only apply if as the result of such insolvency proceeding, appointment of
a custodian, receiver, trustee or examiner or assignment for the benefit of
creditors, any rights or remedies of Lender are modified or terminated,
including any restructuring of the terms governing the Note.

       

      The term
“Losses and Expenses”
means (a) all losses, damages, direct or consequential, and liabilities which
Lender or any subsequent holder of the Note may pay or incur, including
protective advances and the cost of appraisals, site investigation, engineering
reports and surveys, audits or other investigations and (b) all attorneys’ fees,
court costs and other legal expenses and all other costs and expenses of any
kind which Lender or any subsequent holder of the Note may pay or incur in
attempting to collect, compromise or enforce, in any respect, any of Guarantor’s
Liabilities, whether or not suit is ever filed, and whether or not in connection
with any insolvency, bankruptcy, reorganization, arrangement or other similar
proceeding involving Borrower, Guarantor or any other guarantor.  If
Lender pays any such cost or expense, “Losses and Expenses” shall
also include interest at the Default Rate on any such payment from the date such
cost or expense is incurred until repayment to Lender in full.

       

      The term
“Indebtedness” means all
of the obligations of Borrower to Lender with respect to the Note and the
payment of money under or with respect to any other loan documents (“Loan Documents”) securing the
Note.  The term “Obligations” means the
performance of the payment or performance of any and all obligations of Borrower
and/or guarantors to Lender under the Loan Documents, including the covenants
and agreements herein contained and contained in the other Loan
Documents.

       

      42. Absolute
Guaranty.

       

      (a) This
Guaranty is an absolute, independent and present guaranty of payment and
performance and not of collection.  Lender shall not be required to
prosecute collection, enforcement or other remedies against Borrower or any
other person or party that may be obligated for all or any part of Guarantor’s
Liabilities nor to pursue any other rights or remedies before seeking
satisfaction of Guarantor’s Liabilities.  Guarantor shall pay all of
Guarantor’s Liabilities to Lender in full immediately upon demand. One or more
successive actions may be brought against Guarantor, as often as Lender deems
advisable, until all of Guarantor’s Liabilities are paid and performed in
full.

       

      (b) Guarantor
agrees that no portion of any sums applied from time to time in reduction of the
Indebtedness shall be deemed to have been applied in reduction of the
Guarantor’s Liabilities until such time as the Indebtedness has been paid in
full, other than sums received from Guarantor in full or partial satisfaction of
Guarantor’s obligations hereunder after the occurrence of an Event of Default
and demand is made under this Guaranty, it being the intention hereof that
Guarantor’s Liabilities shall be the last portion of the Indebtedness to be
deemed satisfied and Guarantor shall receive no credit for any amounts realized
by Lender by enforcement of any of its remedies or liens under any of the Loan
Documents.

       

      43. Representations and
Warranties.  Guarantor hereby
represents and warrants to Lender as follows:

       

       

       

      
        
          
          

        

        
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      (a) Review of
this Guaranty and the Loan Documents.  Guarantor has reviewed
with the benefit of its legal counsel the terms of this Guaranty, the Note, the
Mortgage, and all the documents required to be delivered under the Settlement
Agreement.

       

      (b) Enforceability.
Each obligation under this Guaranty is legal, valid, binding and enforceable
against Guarantor in accordance with its terms.

       

      (c) No
Violations.  Neither the execution and delivery of this
Guaranty nor compliance with the terms and provisions of this Guaranty will
violate any applicable law, rule, regulation, judgment, decree or order, or will
conflict with or result in any breach of any of the terms, covenants, conditions
or provisions of any indenture, mortgage, deed of trust, instrument, document,
agreement or contract of any kind that creates, represents, evidences or
provides for any lien, charge or encumbrance upon any of the property or assets
of Guarantor, or any other indenture, mortgage, deed of trust, instrument,
document, agreement or contract of any kind to which Guarantor is a party or to
which Guarantor or the property of Guarantor may be subject.

       

      (d) No
Misstatements or Omissions.  This Guaranty does not contain any
untrue statement of fact nor omit to state any fact material to this
Guaranty.  Guarantor has no knowledge of any material fact, inaccuracy
or untruth concerning Borrower or Borrower’s financial conditions which has not
been disclosed to Lender.

       

      (e) Governmental
Approval.   No registration with or consent or approval
of, or other action by, any federal, state, municipal or other governmental
agency, authority or regulatory body, domestic or foreign, relating to Guarantor
is or will be required in connection with the execution, delivery and
performance of this Guaranty.

       

      (f) Loans to
Borrower. Borrower has no unpaid loans or advances from, or other
obligations to, Guarantor.

       

      44. Indemnities.  Guarantor hereby
indemnifies Lender and agrees to defend and hold Lender harmless from and
against any loss, cost, damage or expense occurring by reason of a breach of the
representations or warranties set forth in this Guaranty, and the loss,
mitigation, subordination or other consequences adverse to Lender by reason of
this Guaranty being challenged as a preference or suffering any other
subjugation under any bankruptcy or other law, whether state or federal,
affecting debtors, creditors and/or the relationship between such
parties.

       

      45. Covenants.  For as long as
this Guaranty shall remain in effect, Guarantor hereby covenants and agrees as
follows:

       

      (a) Transfers,
Sales, Etc.  Guarantor may sell, lease, transfer, convey or
assign any of Guarantor’s material assets, directly or indirectly, so long as
such transaction:

       

      i) does not
breach any restriction on transfers set forth in the Loan
Documents;

       

      ii) could not
be reasonably deemed to be a Fraudulent Conveyance (as hereinafter defined)
under applicable law, and

       

      iii) will not
have a material adverse effect on the financial condition of
Guarantor.

       

      (b) Rescinded
or Returned Payments.  If at any time any part of any payment
previously applied by Lender to any of Guarantor’s Liabilities is rescinded or
returned by Lender for any reason, including the insolvency, bankruptcy or
reorganization of Borrower or any other party, Guarantor’s Liabilities shall be
deemed to have continued in existence to the extent that such payment is
rescinded or returned, and this Guaranty shall be reinstated as to Guarantor’s
Liabilities as though such prior application by Lender had not been
made.

       

      (c) Certain
Permitted Actions of Lender.  Lender may from time to time, in
Lender’s sole discretion and without notice to Guarantor, take any of the
following actions without in any way affecting the obligations of Guarantor: (i)
obtain a security interest in any property to secure any of the Indebtedness or
the Obligations or any obligation hereunder; (ii) obtain the primary or
secondary obligation of any additional obligor or obligors with respect to any
of the Indebtedness or the Obligations; (iii) extend, modify, subordinate,
exchange or release any of the Indebtedness or the Obligations; (iv) modify,
subordinate, exchange or release Lender’s security interest in any part of any
property securing any of the Indebtedness or the Obligations or any obligation
hereunder, or extend, modify, subordinate, exchange or release any obligations
of any obligor with respect to any such property; (v) alter the manner or place
of payment of the Indebtedness or the Obligations; (vi) enforce this Guaranty
against Guarantor for payment of any of Guarantor’s Liabilities, whether or not
Lender shall have (A) proceeded against Borrower or any other guarantor or any
other party primarily or secondarily obligated with respect to any of
Guarantor’s Liabilities or (B) resorted to or exhausted any other remedy or any
other security or collateral; and (vii) foreclose on, take possession of or sell
any of the collateral or security for Guarantor’s Liabilities or enforce any
other rights under any Loan Document.

       

      (d) Lender’s
Option to Release.  Lender may from time to time in Lender’s
sole discretion release Guarantor from any of Guarantor’s obligations hereunder
or release Borrower or any other obligor from any of the Indebtedness or the
Obligations without notice to any other guarantor or any other party and without
in any way releasing or affecting the liability of Guarantor.

       

      (e) Application
of Payments. Lender may apply any payment made on account of the
Indebtedness or the Obligations toward such of the Indebtedness or the
Obligations, and in such order as Lender may from time to time elect in Lender’s
sole discretion, whether or not the Indebtedness or the Obligations are
guaranteed hereby, otherwise secured or due at the time of
application.

       

      (f) Subordination.
Guarantor hereby subordinates any debts, obligations, claims or liens of
Guarantor against Borrower, of any kind (including any right of Guarantor to a
return of any capital contributed to Borrower), to all of Guarantor’s
Liabilities and to any other claims or liens of Lender against Borrower or the
property of any of them.  Upon any notice by Lender to Borrower of any
Event of Default under any Loan Document, Guarantor shall enforce any of
Guarantor’s claims or liens as trustee for Lender, and shall cause any receipts
to be paid over to Lender without affecting in any manner the liability of
Guarantor under this Guaranty except to the extent of such payment. Except as
provided in the preceding sentence, until the Indebtedness is paid in full and
all of Lender’s obligations under the Loan Documents have terminated, Guarantor
shall not, without Lender’s consent, take any action of any kind to enforce any
debts, claims or liens of Guarantor against Borrower. As long as no such notice
of default has been given by Lender, Guarantor may apply to Guarantor’s own
account payments made to Guarantor by or on behalf of Borrower.

       

       

       

      
        
          
          

        

        
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      (g) Certain
Events Not Affecting Obligations of Guarantor.  The obligations
of Guarantor hereunder shall not be affected by any of the following: (i) any
lack of validity or enforceability of any of the Loan Documents; (ii) the
release or discharge of Borrower in any creditors’, receivership, bankruptcy,
reorganization, insolvency, or other proceeding; (iii) the rejection or
disaffirmance in any such proceeding of any of Guarantor’s Liabilities (iv) the
impairment or modification of any of Guarantor’s Liabilities, or of any remedy
for the enforcement thereof, or of the estate of Borrower in bankruptcy,
resulting from any present or future federal or state bankruptcy law or any
other law of any kind or from the decision or order of any court or other
governmental authority; (v) any disability or defense of Borrower; (vi) the
cessation of the liability of Borrower for any cause whatsoever other than
payment and performance in full of all of the Indebtedness and the Obligations;
(vii) any sale, assignment, transfer or other conveyance (including any
conveyance in lieu of foreclosure or any collateral sale pursuant to the Uniform
Commercial Code) of any of the security for any of Guarantor’s Liabilities,
regardless of the amount received by Lender in connection therewith; or (viii)
any disability or defense of any kind now existing of Guarantor with respect to
any provision of this Guaranty.

       

      (h) No
Obligation of Lender Regarding Security Interest.  Lender shall
have no obligation to obtain, perfect or retain a security interest in any
property to secure any of Guarantor’s Liabilities or this Guaranty (including
any mortgage or security interest contemplated by the Loan Documents), or to
protect or insure any such property.

       

      (i) Filing of
Certain Claims. Guarantor shall promptly file in any bankruptcy or other
proceeding in which the filing of claims is required by law all claims and
proofs of such claims which Guarantor may have against Borrower, and will
collaterally assign to Lender or its nominee all rights of Guarantor
thereunder.  If Guarantor does not so file, Guarantor hereby
irrevocably authorizes Lender or Lender’s nominee to do so, either (in Lender’s
discretion) as attorney-in-fact for Guarantor, or in the name of Lender or
Lender’s nominee.  In all such cases, any party authorized to pay such
claim shall pay to Lender, or its nominee, the full amount thereof.

       

      (j) Obligations
and Taxes. Guarantor shall pay and discharge promptly when due all taxes,
assessments and governmental charges or levies imposed upon Guarantor or upon
Guarantor’s income or profits or in respect of Guarantor’s property before the
payment shall become delinquent or in default; provided, however, that Guarantor
shall not be required to pay and discharge or to cause to be paid and discharged
any such tax, assessment or governmental charge or levy so long as the validity
or amount thereof shall be contested in good faith by appropriate proceedings
and Guarantor shall, to the extent required by generally accepted accounting
principles applied on a consistent basis, have set aside on Guarantor’s books
adequate reserves with respect thereto.

       

      46. Waivers

       

      .
Guarantor hereby expressly waives:

       

      (a) Notices.
Notice of the acceptance by Lender of this Guaranty, notice of the existence,
creation or non-payment of any of Guarantor’s Liabilities, presentment, demand,
notice of dishonor, protest, notice of protest, and all other notices which may
be required by statute, rule of law or otherwise, now or hereafter in effect,
except any specifically required by this Guaranty.

       

      (b) Disclosures
About Borrower. Any obligation Lender may have to disclose to Guarantor
any facts Lender now or hereafter may know or have reasonably available to it
regarding Borrower or Borrower’s financial conditions, or regarding the Property
or other collateral for the Note whether or not Lender has a reasonable
opportunity to communicate such facts or has reason to believe that any such
facts are unknown to Guarantor or materially increase the risk to Guarantor
beyond the risk Guarantor intends to assume hereunder. Guarantor shall be fully
responsible for keeping informed of the financial condition of Borrower and of
all other circumstances bearing on the risk of nonpayment or nonperformance of
Guarantor’s Liabilities.

       

      (c) Diligence
in Collection.  All diligence in collection of any of
Guarantor’s Liabilities, any obligation hereunder, or any guaranty or other
security for any of the foregoing.

       

      (d) Benefit
of Certain Laws.  The benefit of all appraisement, valuation,
marshaling, forbearance, stay, extension, reinstatement, redemption, homestead,
exemption and moratorium laws now or hereafter in effect.

       

      (e) Certain
Defenses.  Any defense based on the incapacity, lack of
authority, death or disability of any other person or entity or the failure of
Lender to file or enforce a claim against the estate of any other person or
entity in any administrative, bankruptcy or other proceeding.

       

      (f) Election
of Remedies Defense.  Any defense based on an election of
remedies by Lender, whether or not such election may affect in any way the
recourse, subrogation or other rights of Guarantor against Borrower or any other
person in connection with Guarantor’s Liabilities.

       

      (g) Defenses
Relating to Collateral Sale.  Any defense based on the failure
of Lender to: (i) provide notice to Guarantor of a sale or other disposition
(including any collateral sale pursuant to the Uniform Commercial Code) of any
of the security for any of Guarantor’s Liabilities; or (ii) conduct such a sale
or disposition in a commercially reasonable manner.

       

      (h) Right to
Enforce Lender’s Remedies.  Any right to enforce any remedies
or to participate in any security Lender now has, or later may have, against
Borrower, or any requirement to exhaust any remedies, whether by subrogation or
otherwise, or any requirement to mitigate damages, until all of the Indebtedness
has been paid to Lender and all other Obligations have been
performed.

       

       

      
        
          
          

        

        
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      47. Miscellaneous.

       

      (a) Continuing
Guaranty.  This Guaranty is unconditional and irrevocable and
shall in all respects be a continuing guaranty and a primary obligation of
Guarantor and shall not be subject to any counterclaim, set-off, abatement,
deferment or defense based on any claim that Guarantor may have against Lender,
Borrower, or any other person or entity.  This Guaranty shall remain
in full force and effect until all of the following have occurred: (i) all of
Guarantor’s Liabilities have been satisfied in full; and (ii) Lender has no
further obligation to make any advance under the Loan Documents.  No
notice of discontinuance or revocation shall affect any of the obligations of
Guarantor hereunder or of Borrower or of any other obligor with respect to any
of Guarantor’s Liabilities.  Lender shall not be obligated to accept
at any time any deed in lieu of foreclosure, and all obligations of Guarantor
hereunder shall survive foreclosure or any deed in lieu of foreclosure which
Lender may accept, to the extent any of Guarantor’s Liabilities remain
unsatisfied.

       

      (b) Obligations;
Successors and Assigns. All obligations under
this Guaranty shall be binding upon Guarantor, and upon Guarantor’s heirs, legal
representatives, successors and assigns and shall inure to the benefit of
Lender, each holder of the Note and the successors and assigns of each holder of
the Note.

       

      (c) Assignment
by Lender. Lender may from time to
time, without notice to Guarantor, assign or transfer any interest in any of
Guarantor’s Liabilities by loan participation or otherwise, and notwithstanding
such assignment or transfer, such Guarantor’s Liabilities shall remain
Guarantor’s Liabilities for purposes of this Guaranty.

       

      (d) No
Exculpation.  No exculpatory, “non-recourse”, “limited
recourse”, or other language contained in any other Loan Document or in any
other document shall in any way prevent or limit Lender from enforcing this
Guaranty against Guarantor personally.

       

      (e) Legal
Tender of United States.  All payments hereunder shall be made
in coin or currency which at the time of payment is legal tender in the United
States of America for public and private debts.

       

      (f) Time of
Essence.  Time is of the essence of this Guaranty.

       

      (g) Definitions;
Captions; Gender.  With respect to any reference in this
Guaranty to any defined term: (i) if such defined term refers to a person, or a
trust, corporation, partnership or other entity, then it shall also mean all
heirs, personal representatives, successors and assigns of such person or
entity; and (ii) if such defined term refers to a document, instrument or
agreement, then it shall also include any replacement, extension or other
modification thereof. Captions contained in this Guaranty in no way define,
limit or extend the scope or intent of their respective provisions. Use of the
masculine, feminine or neuter gender and of singular and plural shall not be
given the effect of any exclusion or limitation herein. The use in this Guaranty
of the term “including”, and related terms such as “include”, shall in all cases
mean “including, without limitation”.

       

      (h) Notices.  All
Notices given under or pursuant to this Guaranty shall be in writing and shall
be (a) delivered in person, in which event the Notice shall be deemed received
when delivery is actually made, (b) telecopied, in which event the Notice shall
be deemed received on the date of transmission if transmission is confirmed
before 5:00 p.m. New York time on a Business Day or if transmission is confirmed
after 5:00 p.m. New York time, then on the next Business Day provided that the
sender obtains electronic confirmation of receipt and that a copy of such Notice
is also delivered pursuant to clause (a) or (c); or (c) sent by a nationally
recognized overnight courier for next business day delivery, in which event the
Notice shall be deemed received on the first Business Day after delivery to, and
acceptance for delivery by, the courier. All such Notices intended for Lender
shall be delivered, with a copy to its attorney, to their respective Addresses
provided in the Settlement Agreement and if sent by facsimile such Notices shall
be sent to the facsimile numbers set forth in the Settlement Agreement. Either
party may change its Address or facsimile number by giving written notice to the
other in accordance with the foregoing notice provision.

       

      Guarantor’s
Address for Notices is:

      


      David M. Marks

      1818 North Farwell Avenue

      Milwaukee,
Wisconsin  53202

      Facsimile No.:  (414)
283-2610

      


      With a
copy
to:                   ____________________

                                               ____________________

      ____________________

      Attention:  ___________

      


      


      (i) Entire
Agreement.  This Guaranty constitutes the entire agreement of
Guarantor for the benefit of Lender with respect to the subject matter hereof
and supersedes any prior agreements with respect to the subject matter
hereof.

       

      (j) No
Modification Without Writing.  This Guaranty may not be
terminated or modified in any way nor can any right of Lender or any obligation
of Guarantor be waived or modified, except by a writing signed by Lender and
Guarantor.

       

      (k) Independent
Obligations.  The obligations of Guarantor hereunder are
independent of the obligations of Borrower.  In the event of any
default hereunder, Lender may institute a separate action against Guarantor with
or without joining or instituting a separate action against Borrower or against
any other guarantor or other obligor.

       

      (l) Financial
Risk.  Guarantor shall be fully responsible for keeping
himself, herself or itself, as the case may be, informed of the financial
condition of Borrower and of all other circumstances bearing on the risk of
nonpayment or nonperformance of the Indebtedness or Obligations.

       

      (m) Severability.  Each
provision of this Guaranty shall be interpreted so as to be effective and valid
under applicable law, but if any provision of this Guaranty shall in any respect
be ineffective or invalid under such law, such ineffectiveness or invalidity
shall not affect the remainder of such provision or the remaining provisions of
this Guaranty.

       

      (n) Cumulative.  The
obligations of Guarantor hereunder are in addition to any other obligations
Guarantor may now or hereafter have to Lender, and shall not be affected in any
way by the delivery to Lender by Guarantor or any other guarantor of any other
guaranty, or any combination thereof.  All rights and remedies of
Lender and all obligations of Guarantor under this Guaranty are
cumulative.  In addition, Lender shall have all rights and remedies
available to Lender in law or equity for the enforcement of this
Guaranty.

       

      (o) Effect of
Lender’s Delay or Action.  No delay by Lender in the exercise
of any right or remedy shall operate as a waiver thereof, and no single or
partial exercise by Lender of any right or remedy shall preclude any other
exercise thereof or the exercise of any other right or remedy.  No
action of Lender permitted hereunder shall in any way impair or otherwise affect
any right of Lender or obligation of Guarantor under this
Guaranty.  Lender shall not be liable in any way for any decrease in
the value or marketability of any property securing any of Guarantor’s
Liabilities which may result from any action or omission of Lender in enforcing
any part of this Guaranty.

       

       

       

      
        
          
          

        

        
          F-5

          
            

          

        

        
          
          

        

      

       

      (p) Subrogation.
Until all of Guarantor’s Liabilities have been paid to Lender, and all periods
under applicable bankruptcy law for the contest of any payment by Guarantor as a
preferential or fraudulent payment have expired, Guarantor knowingly and with
advice of counsel, waives, relinquishes, releases and abandons all rights and
claims to indemnification, contribution, reimbursement, subrogation and payment
which such Guarantor may now or hereafter have by and from Borrower and
Borrower’s successors and assigns, for any payments made by Guarantor to Lender,
including without limitation, any rights which might allow Borrower, Borrower’s
successors and assigns or creditors, or a trustee in bankruptcy of Borrower to
claim in bankruptcy or any other similar proceedings that any payment made by
Borrower or Borrower’s successors and assigns to Lender was on behalf of or for
the benefit of Guarantor and that such payment is recoverable by Borrower, a
creditor or trustee in bankruptcy of such Borrower as a preferential payment,
fraudulent conveyance, payment of an insider or any other classification of
payment which may otherwise be recoverable from Lender. Guarantor further waives
any defense based upon an election of remedies by Lender which destroys or
otherwise impairs any subrogation rights of Guarantor to proceed against
Borrower.

       

      (q) Joint and
Several.  Guarantor’s Liabilities shall be the joint and
several obligations and liabilities of Guarantor, Borrower and any other
guarantor of all or part of the Indebtedness or Obligations. Notwithstanding any
provisions of this Agreement to the contrary, it is intended that the joint and
several nature of the liability of Guarantor’s Liabilities and the liens and
security interests, if any, granted as security for the Indebtedness or
Obligations, not constitute a fraudulent conveyance under the Bankruptcy Code or
a fraudulent conveyance or fraudulent transfer under the applicable provisions
of any fraudulent conveyance or fraudulent transfer law or similar law of any
state, nation or other governmental unit, as in effect from time to time (a
“Fraudulent
Conveyance”). Consequently, if the
liability of Guarantor for Guarantor’s Liabilities, or any liens or security
interests granted by Guarantor securing Guarantor’s Liabilities would, but for
the application of this sentence, constitute a Fraudulent Conveyance, the
liability of Guarantor and the liens and security interests securing such
liability shall be valid and enforceable only to the maximum extent that would
not cause such liability or such lien or security interest to constitute a
Fraudulent Conveyance.

       

      (r) Unconditional
Obligations.  The obligations of Guarantor shall be
unconditional, irrespective of (i) the institution of any proceeding under the
Bankruptcy Code, or any similar proceeding, by or against Guarantor or Borrower
or Lender’s election in any such proceeding of the application of Section
1111(b)(2) of the Bankruptcy Code; (ii) any borrowing or grant of a security
interest by Borrower as debtor-in-possession, under Section 364 of the
Bankruptcy Code; (iii) the disallowance, under Section 502 of the Bankruptcy
Code, of all or any portion of Lender’s claim(s) for repayment of any of
Guarantor’s Liabilities; or (iv) any other circumstance other than payment in
full of Guarantor’s Liabilities which might otherwise constitute a legal or
equitable discharge or defense of a guarantor.

       

      (s) Governing
Law.  THE TERMS OF THIS GUARANTY WERE NEGOTIATED IN THE STATE
OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE
PARTIES AND TO THE UNDERLYING LOAN DOCUMENTS, INCLUDING WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.
THEREFORE, THIS GUARANTY SHALL BE CONSTRUED AND INTERPRETED WITH, AND GOVERNED
BY, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO NEW
YORK CHOICE OF LAW PRINCIPLES.

       

      (t) Consent
to Jurisdiction.  GUARANTOR ACKNOWLEDGES THAT LENDER’S
PRINCIPAL OFFICE IS LOCATED IN NEW YORK, NEW YORK AND THAT LENDER MAY BE
IRREPARABLY HARMED IF REQUIRED TO INSTITUTE OR DEFEND ANY ACTION IN ANY
JURISDICTION OTHER THAN THE STATE AND FEDERAL COURTS HAVING JURISDICTION IN THE
STATE OF NEW YORK.  THEREFORE, GUARANTOR IRREVOCABLY: (A) AGREES THAT
ANY SUIT, ACTION OR OTHER LEGAL PROCEEDING RELATING TO THIS GUARANTY MAY BE
BROUGHT ONLY IN THE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE SOUTHERN
DISTRICT OF NEW YORK, STATE OF NEW YORK PURSUANT TO. SECTION 5-1402 OF THE NEW
YORK GENERAL OBLIGATIONS LAW, AT LENDER’S OPTION; (B) CONSENTS TO THE
JURISDICTION OF EACH SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING; (C)
WAIVES ANY OBJECTION WHICH GUARANTOR MAY HAVE TO THE LAYING OF VENUE IN ANY SUCH
SUIT, ACTION OR PROCEEDING IN ANY OF SUCH COURTS; AND (D) AGREES TO JOIN LENDER
IN ANY PETITION FOR REMOVAL TO ANY OF SUCH COURTS.

       

      (u) Waiver of
Jury Trial.  GUARANTOR AND LENDER BY ITS ACCEPTANCE OF THIS
GUARANTY, HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY IN ANY ACTION
OR PROCEEDING TO ENFORCE THIS GUARANTY OR BASED UPON OR ARISING OUT OF THE
SUBJECT MATTER OF THIS GUARANTY. THIS WAIVER IS KNOWINGLY, INTENTIONALLY AND
VOLUNTARILY MADE BY GUARANTOR AND LENDER, AND GUARANTOR ACKNOWLEDGES THAT
NEITHER LENDER NOR ANY PERSON ACTING ON BEHALF OF LENDER HAS MADE ANY
REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR HAS TAKEN ANY
ACTIONS WHICH IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. GUARANTOR AND LENDER EACH
ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS
RELATIONSHIP, THAT EACH OF THEM HAS ALREADY RELIED ON THIS WAIVER IN ENTERING
INTO THIS GUARANTY AND THAT EACH OF THEM WILL CONTINUE TO RELY ON THIS WAIVER IN
THEIR RELATED FURTHER DEALINGS.

       

      48.  Revocation. Upon revocation by written
notice or actual notice of death, this Guaranty shall continue in full force and
effect as to all Guarantor’s Liabilities contracted for or incurred before
revocation, and as the Lender shall have the rights provided by this Guaranty as
if no revocation had occurred.  Any renewal, extension or increase in
of any of the Guarantor’s Liabilities whether made before or after such
revocation, shall constitute a part of the Guarantor’s Liabilities contracted
for or incurred before revocation.

       

      49. Marital
Property. Guarantor hereby
acknowledges and agrees that the obligations and liabilities incurred by
Guarantor hereunder are incurred in the interest of his marriage or
family.

       

      [The
remainder of this page is intentionally blank; signature page
follows.]

      
        
          
          

        

        
          F-6

          
            

          

        

        
          
          

        

      


      IN WITNESS WHEREOF, Guarantor
has executed this Guaranty as of the day and year first above
written.

      


      
        
          	 	 	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ 	 
	 	 	DAVID
      M. MARKS, an individual	 
	 	 	 	 
	 	 	 	 


        



      


       

      


      


      
        
          
          

        

        
          F-7

          
            

          

        

        
          
          

        

      


      GUARANTY

      


      


      THIS GUARANTY (“Guaranty”) is dated as of
______________________, 2009 and is made by FRANK CRIVELLO, an individual
(“Guarantor”), for the benefit of
GREYSTONE BUSINESS CREDIT II, L.L.C., a Delaware limited liability company
(“Lender”).

       

      RECITALS

       

      A.           SIERRA
CENTER TWENTY FOUR, A LIMITED LIABILITY COMPANY, a Wisconsin limited liability
company (the “Borrower”) and Lender have
heretofore entered into that certain Amended and Restated Note (the “Note”) and that certain Amended
and Restated Senior Real Property Mortgage and Assignment of Leases and Rents
each of even date herewith (the “Mortgage”) pursuant to that
certain Settlement Agreement of even date herewith (the “Settlement Agreement”) to
which Borrower and Lender are parties.  All capitalized terms not
otherwise defined in this Guaranty shall have the meanings given them in the
Note.

       

      B.           Lender
has required, as a condition precedent to the execution of the Note, Mortgage
and Settlement Agreement, the execution and delivery of this Guaranty by
Guarantor.

       

      C.           Guarantor
has an interest in Borrower, and having a financial interest in the Property,
has agreed to execute and deliver this Guaranty to Lender.

       

      NOW THEREFORE, in
consideration of the Recitals set forth above and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Guarantor hereby agrees as follows:

       

      50. Liabilities

       

      . Notwithstanding any
exculpation or other provisions in any Loan Document to the contrary, Guarantor
agrees to be personally liable for the payment and satisfaction of all of the
following (collectively, “Guarantor’s
Liabilities”):

       

      (a) All
Losses and Expenses arising from any of the following:

       

      i) any gross
negligence or willful misconduct of Borrower or any affiliates, agents,
employees, attorneys-in-fact or representatives of Borrower;

       

      ii) any
removal or disposal of any portion of the Property secured by the Mortgage by
Borrower or any of its affiliates, agents or representatives after an Event of
Default (as defined in the Mortgage);

       

      iii) any
security deposits, advance deposits or any other deposits collected with respect
to the Property which were not delivered to Lender, except to the extent any
such security deposits were applied in accordance with the terms and conditions
of any of the Leases (as defined in the Mortgage) as expressly permitted by the
Mortgage;

       

      iv) any
insurance policy required by the Mortgage has not been obtained or is no longer
in full force and effect;

       

      v) any
payment of fees to an affiliate of Borrower following an Event of
Default;;

       

      vi) any rent
being paid more than one (1) month in advance and not applied to operating
expenses of the Property or payment of the Indebtedness;

       

      vii) any
failure to pay charges incurred by Borrower for labor or materials or other
charges incurred by Borrower that could result in the creation of liens on any
portion of the Property;

       

      viii) any
hiring of employees in violation of law;

       

      ix) any use
of revenues generated from the Property after the occurrence of any Event of
Default for purposes other than payment of usual and customary operating
expenses of the Property or the Indebtedness;

       

      x) any use
of proceeds of insurance paid or payable to Borrower arising out of any loss,
damage or casualty affecting the Property and all awards, damages and payments
paid or payable to Borrower arising out of any actual or threatened condemnation
or eminent domain proceeding affecting the Property or any portion of the
Property for purposes other than as designated in the Mortgage;

       

      xi) any
physical loss or damage affecting the Property resulting from the intentional
acts of Borrower or any of its agents, or any physical or economic waste with
respect to the Property or any part thereof;

       

       

       

      
        
          
          

        

        
          F-8

          
            

          

        

        
          
          

        

      

       

       

      xii) any
failure to allow inspections of the Property or access to Borrower’s books and
records;

       

      xiii) any fraud
or any material misrepresentation by or on behalf of Borrower (including by such
Borrower’s employees, agents, affiliates and attorneys-in-fact) in connection
with the Note, obtaining any consent or determination from Lender or the
submission of financial information; and

       

      xiv) any
distributions by Borrower of cash or assets that are not specifically authorized
under the Loan Documents.

       

      (b) All of
the Indebtedness and other Obligations (including Losses and Expenses) in the
event of:

       

      i) any
transfer, sale, conveyance, assignment, further encumbrance, other transfer or
the creation of a security interest, by Borrower of title to, or an ownership
interest in, the Property or any other collateral or any voluntary imposition by
Borrower of a lien upon the Property or any other collateral unless expressly
permitted under the Mortgage;

       

      ii) the
commencement of an insolvency proceeding by Borrower or Guarantor or collusion
or cooperation by Borrower or Guarantor with any third party to commence an
insolvency proceeding against Borrower or Guarantor;

       

      iii) Guarantor,
an affiliate, officer, director or representative which controls, directly or
indirectly, Borrower, filing, or joining in the filing of, an involuntary
petition against Borrower under the Bankruptcy Code or any other federal or
state bankruptcy or insolvency law, or soliciting or causing to be solicited
another creditor for the purpose of commencing any such involuntary petition
against Borrower;

       

      iv) Borrower
filing an answer consenting to or otherwise acquiescing in or joining in any
involuntary petition filed against Borrower by any other person or entity under
the Bankruptcy Code or any other federal or state bankruptcy or insolvency
law;

       

      v) Borrower
consenting to or acquiescing in or joining in an application for the appointment
of a custodian, receiver, trustee, or examiner for Borrower or any portion of
the Property or the collateral or Borrower making an assignment for the benefit
of creditors; or

       

      vi) Borrower,
Guarantor or any affiliate of Borrower or Guarantor contesting or in any way
interfering with, directly or indirectly, any foreclosure action, UCC sale or
other remedy exercised by Lender upon the occurrence of any Event of Default
whether by making any motion, bringing any counterclaim, claiming any defense,
seeking any injunction or other restraint, commencing any action, or
otherwise.

       

      Notwithstanding
the foregoing, clauses (v) and (vi) of Subsection 1(b) above
shall only apply if as the result of such insolvency proceeding, appointment of
a custodian, receiver, trustee or examiner or assignment for the benefit of
creditors, any rights or remedies of Lender are modified or terminated,
including any restructuring of the terms governing the Note.

       

      The term
“Losses and Expenses”
means (a) all losses, damages, direct or consequential, and liabilities which
Lender or any subsequent holder of the Note may pay or incur, including
protective advances and the cost of appraisals, site investigation, engineering
reports and surveys, audits or other investigations and (b) all attorneys’ fees,
court costs and other legal expenses and all other costs and expenses of any
kind which Lender or any subsequent holder of the Note may pay or incur in
attempting to collect, compromise or enforce, in any respect, any of Guarantor’s
Liabilities, whether or not suit is ever filed, and whether or not in connection
with any insolvency, bankruptcy, reorganization, arrangement or other similar
proceeding involving Borrower, Guarantor or any other guarantor.  If
Lender pays any such cost or expense, “Losses and Expenses” shall
also include interest at the Default Rate on any such payment from the date such
cost or expense is incurred until repayment to Lender in full.

       

      The term
“Indebtedness” means all
of the obligations of Borrower to Lender with respect to the Note and the
payment of money under or with respect to any other loan documents (“Loan Documents”) securing the
Note.  The term “Obligations” means the
performance of the payment or performance of any and all obligations of Borrower
and/or guarantors to Lender under the Loan Documents, including the covenants
and agreements herein contained and contained in the other Loan
Documents.

       

      51. Absolute
Guaranty.

       

      (a) This
Guaranty is an absolute, independent and present guaranty of payment and
performance and not of collection.  Lender shall not be required to
prosecute collection, enforcement or other remedies against Borrower or any
other person or party that may be obligated for all or any part of Guarantor’s
Liabilities nor to pursue any other rights or remedies before seeking
satisfaction of Guarantor’s Liabilities.  Guarantor shall pay all of
Guarantor’s Liabilities to Lender in full immediately upon demand. One or more
successive actions may be brought against Guarantor, as often as Lender deems
advisable, until all of Guarantor’s Liabilities are paid and performed in
full.

       

      (b) Guarantor
agrees that no portion of any sums applied from time to time in reduction of the
Indebtedness shall be deemed to have been applied in reduction of the
Guarantor’s Liabilities until such time as the Indebtedness has been paid in
full, other than sums received from Guarantor in full or partial satisfaction of
Guarantor’s obligations hereunder after the occurrence of an Event of Default
and demand is made under this Guaranty, it being the intention hereof that
Guarantor’s Liabilities shall be the last portion of the Indebtedness to be
deemed satisfied and Guarantor shall receive no credit for any amounts realized
by Lender by enforcement of any of its remedies or liens under any of the Loan
Documents.

       

      52. Representations and
Warranties.  Guarantor hereby
represents and warrants to Lender as follows:

       

      (a) Review of
this Guaranty and the Loan Documents.  Guarantor has reviewed
with the benefit of its legal counsel the terms of this Guaranty, the Note, the
Mortgage, and all the documents required to be delivered under the Settlement
Agreement.

       

      (b) Enforceability.
Each obligation under this Guaranty is legal, valid, binding and enforceable
against Guarantor in accordance with its terms.

       

      (c) No
Violations.  Neither the execution and delivery of this
Guaranty nor compliance with the terms and provisions of this Guaranty will
violate any applicable law, rule, regulation, judgment, decree or order, or will
conflict with or result in any breach of any of the terms, covenants, conditions
or provisions of any indenture, mortgage, deed of trust, instrument, document,
agreement or contract of any kind that creates, represents, evidences or
provides for any lien, charge or encumbrance upon any of the property or assets
of Guarantor, or any other indenture, mortgage, deed of trust, instrument,
document, agreement or contract of any kind to which Guarantor is a party or to
which Guarantor or the property of Guarantor may be subject.

       

       

       

      
        
          
          

        

        
          F-9

          
            

          

        

        
          
          

        

      

       

      (d) No
Misstatements or Omissions.  This Guaranty does not contain any
untrue statement of fact nor omit to state any fact material to this
Guaranty.  Guarantor has no knowledge of any material fact, inaccuracy
or untruth concerning Borrower or Borrower’s financial conditions which has not
been disclosed to Lender.

       

      (e) Governmental
Approval.   No registration with or consent or approval
of, or other action by, any federal, state, municipal or other governmental
agency, authority or regulatory body, domestic or foreign, relating to Guarantor
is or will be required in connection with the execution, delivery and
performance of this Guaranty.

       

      (f) Loans to
Borrower. Borrower has no unpaid loans or advances from, or other
obligations to, Guarantor.

       

      53. Indemnities

       

      .  Guarantor hereby
indemnifies Lender and agrees to defend and hold Lender harmless from and
against any loss, cost, damage or expense occurring by reason of a breach of the
representations or warranties set forth in this Guaranty, and the loss,
mitigation, subordination or other consequences adverse to Lender by reason of
this Guaranty being challenged as a preference or suffering any other
subjugation under any bankruptcy or other law, whether state or federal,
affecting debtors, creditors and/or the relationship between such
parties.

       

      54. Covenants

       

      .  For as long as
this Guaranty shall remain in effect, Guarantor hereby covenants and agrees as
follows:

       

      (a) Transfers,
Sales, Etc.  Guarantor may sell, lease, transfer, convey or
assign any of Guarantor’s material assets, directly or indirectly, so long as
such transaction:

       

      i) does not
breach any restriction on transfers set forth in the Loan
Documents;

       

      ii) could not
be reasonably deemed to be a Fraudulent Conveyance (as hereinafter defined)
under applicable law, and

       

      iii) will not
have a material adverse effect on the financial condition of
Guarantor.

       

      (b) Rescinded
or Returned Payments.  If at any time any part of any payment
previously applied by Lender to any of Guarantor’s Liabilities is rescinded or
returned by Lender for any reason, including the insolvency, bankruptcy or
reorganization of Borrower or any other party, Guarantor’s Liabilities shall be
deemed to have continued in existence to the extent that such payment is
rescinded or returned, and this Guaranty shall be reinstated as to Guarantor’s
Liabilities as though such prior application by Lender had not been
made.

       

      (c) Certain
Permitted Actions of Lender.  Lender may from time to time, in
Lender’s sole discretion and without notice to Guarantor, take any of the
following actions without in any way affecting the obligations of Guarantor: (i)
obtain a security interest in any property to secure any of the Indebtedness or
the Obligations or any obligation hereunder; (ii) obtain the primary or
secondary obligation of any additional obligor or obligors with respect to any
of the Indebtedness or the Obligations; (iii) extend, modify, subordinate,
exchange or release any of the Indebtedness or the Obligations; (iv) modify,
subordinate, exchange or release Lender’s security interest in any part of any
property securing any of the Indebtedness or the Obligations or any obligation
hereunder, or extend, modify, subordinate, exchange or release any obligations
of any obligor with respect to any such property; (v) alter the manner or place
of payment of the Indebtedness or the Obligations; (vi) enforce this Guaranty
against Guarantor for payment of any of Guarantor’s Liabilities, whether or not
Lender shall have (A) proceeded against Borrower or any other guarantor or any
other party primarily or secondarily obligated with respect to any of
Guarantor’s Liabilities or (B) resorted to or exhausted any other remedy or any
other security or collateral; and (vii) foreclose on, take possession of or sell
any of the collateral or security for Guarantor’s Liabilities or enforce any
other rights under any Loan Document.

       

      (d) Lender’s
Option to Release.  Lender may from time to time in Lender’s
sole discretion release Guarantor from any of Guarantor’s obligations hereunder
or release Borrower or any other obligor from any of the Indebtedness or the
Obligations without notice to any other guarantor or any other party and without
in any way releasing or affecting the liability of Guarantor.

       

      (e) Application
of Payments. Lender may apply any payment made on account of the
Indebtedness or the Obligations toward such of the Indebtedness or the
Obligations, and in such order as Lender may from time to time elect in Lender’s
sole discretion, whether or not the Indebtedness or the Obligations are
guaranteed hereby, otherwise secured or due at the time of
application.

       

      (f) Subordination.
Guarantor hereby subordinates any debts, obligations, claims or liens of
Guarantor against Borrower, of any kind (including any right of Guarantor to a
return of any capital contributed to Borrower), to all of Guarantor’s
Liabilities and to any other claims or liens of Lender against Borrower or the
property of any of them.  Upon any notice by Lender to Borrower of any
Event of Default under any Loan Document, Guarantor shall enforce any of
Guarantor’s claims or liens as trustee for Lender, and shall cause any receipts
to be paid over to Lender without affecting in any manner the liability of
Guarantor under this Guaranty except to the extent of such payment. Except as
provided in the preceding sentence, until the Indebtedness is paid in full and
all of Lender’s obligations under the Loan Documents have terminated, Guarantor
shall not, without Lender’s consent, take any action of any kind to enforce any
debts, claims or liens of Guarantor against Borrower. As long as no such notice
of default has been given by Lender, Guarantor may apply to Guarantor’s own
account payments made to Guarantor by or on behalf of Borrower.

       

      (g) Certain
Events Not Affecting Obligations of Guarantor.  The obligations
of Guarantor hereunder shall not be affected by any of the following: (i) any
lack of validity or enforceability of any of the Loan Documents; (ii) the
release or discharge of Borrower in any creditors’, receivership, bankruptcy,
reorganization, insolvency, or other proceeding; (iii) the rejection or
disaffirmance in any such proceeding of any of Guarantor’s Liabilities (iv) the
impairment or modification of any of Guarantor’s Liabilities, or of any remedy
for the enforcement thereof, or of the estate of Borrower in bankruptcy,
resulting from any present or future federal or state bankruptcy law or any
other law of any kind or from the decision or order of any court or other
governmental authority; (v) any disability or defense of Borrower; (vi) the
cessation of the liability of Borrower for any cause whatsoever other than
payment and performance in full of all of the Indebtedness and the Obligations;
(vii) any sale, assignment, transfer or other conveyance (including any
conveyance in lieu of foreclosure or any collateral sale pursuant to the Uniform
Commercial Code) of any of the security for any of Guarantor’s Liabilities,
regardless of the amount received by Lender in connection therewith; or (viii)
any disability or defense of any kind now existing of Guarantor with respect to
any provision of this Guaranty.

       

       

      
        
          
          

        

        
          F-10

          
            

          

        

        
          
          

        

      

       

       

      (h) No
Obligation of Lender Regarding Security Interest.  Lender shall
have no obligation to obtain, perfect or retain a security interest in any
property to secure any of Guarantor’s Liabilities or this Guaranty (including
any mortgage or security interest contemplated by the Loan Documents), or to
protect or insure any such property.

       

      (i) Filing of
Certain Claims. Guarantor shall promptly file in any bankruptcy or other
proceeding in which the filing of claims is required by law all claims and
proofs of such claims which Guarantor may have against Borrower, and will
collaterally assign to Lender or its nominee all rights of Guarantor
thereunder.  If Guarantor does not so file, Guarantor hereby
irrevocably authorizes Lender or Lender’s nominee to do so, either (in Lender’s
discretion) as attorney-in-fact for Guarantor, or in the name of Lender or
Lender’s nominee.  In all such cases, any party authorized to pay such
claim shall pay to Lender, or its nominee, the full amount thereof.

       

      (j) Obligations
and Taxes. Guarantor shall pay and discharge promptly when due all taxes,
assessments and governmental charges or levies imposed upon Guarantor or upon
Guarantor’s income or profits or in respect of Guarantor’s property before the
payment shall become delinquent or in default; provided, however, that Guarantor
shall not be required to pay and discharge or to cause to be paid and discharged
any such tax, assessment or governmental charge or levy so long as the validity
or amount thereof shall be contested in good faith by appropriate proceedings
and Guarantor shall, to the extent required by generally accepted accounting
principles applied on a consistent basis, have set aside on Guarantor’s books
adequate reserves with respect thereto.

       

      55. Waivers

       

      .
Guarantor hereby expressly waives:

       

      (a) Notices.
Notice of the acceptance by Lender of this Guaranty, notice of the existence,
creation or non-payment of any of Guarantor’s Liabilities, presentment, demand,
notice of dishonor, protest, notice of protest, and all other notices which may
be required by statute, rule of law or otherwise, now or hereafter in effect,
except any specifically required by this Guaranty.

       

      (b) Disclosures
About Borrower. Any obligation Lender may have to disclose to Guarantor
any facts Lender now or hereafter may know or have reasonably available to it
regarding Borrower or Borrower’s financial conditions, or regarding the Property
or other collateral for the Note whether or not Lender has a reasonable
opportunity to communicate such facts or has reason to believe that any such
facts are unknown to Guarantor or materially increase the risk to Guarantor
beyond the risk Guarantor intends to assume hereunder. Guarantor shall be fully
responsible for keeping informed of the financial condition of Borrower and of
all other circumstances bearing on the risk of nonpayment or nonperformance of
Guarantor’s Liabilities.

       

      (c) Diligence
in Collection.  All diligence in collection of any of
Guarantor’s Liabilities, any obligation hereunder, or any guaranty or other
security for any of the foregoing.

       

      (d) Benefit
of Certain Laws.  The benefit of all appraisement, valuation,
marshaling, forbearance, stay, extension, reinstatement, redemption, homestead,
exemption and moratorium laws now or hereafter in effect.

       

      (e) Certain
Defenses.  Any defense based on the incapacity, lack of
authority, death or disability of any other person or entity or the failure of
Lender to file or enforce a claim against the estate of any other person or
entity in any administrative, bankruptcy or other proceeding.

       

      (f) Election
of Remedies Defense.  Any defense based on an election of
remedies by Lender, whether or not such election may affect in any way the
recourse, subrogation or other rights of Guarantor against Borrower or any other
person in connection with Guarantor’s Liabilities.

       

      (g) Defenses
Relating to Collateral Sale.  Any defense based on the failure
of Lender to: (i) provide notice to Guarantor of a sale or other disposition
(including any collateral sale pursuant to the Uniform Commercial Code) of any
of the security for any of Guarantor’s Liabilities; or (ii) conduct such a sale
or disposition in a commercially reasonable manner.

       

      (h) Right to
Enforce Lender’s Remedies.  Any right to enforce any remedies
or to participate in any security Lender now has, or later may have, against
Borrower, or any requirement to exhaust any remedies, whether by subrogation or
otherwise, or any requirement to mitigate damages, until all of the Indebtedness
has been paid to Lender and all other Obligations have been
performed.

       

      56. Miscellaneous.

       

      (a) Continuing
Guaranty.  This Guaranty is unconditional and irrevocable and
shall in all respects be a continuing guaranty and a primary obligation of
Guarantor and shall not be subject to any counterclaim, set-off, abatement,
deferment or defense based on any claim that Guarantor may have against Lender,
Borrower, or any other person or entity.  This Guaranty shall remain
in full force and effect until all of the following have occurred: (i) all of
Guarantor’s Liabilities have been satisfied in full; and (ii) Lender has no
further obligation to make any advance under the Loan Documents.  No
notice of discontinuance or revocation shall affect any of the obligations of
Guarantor hereunder or of Borrower or of any other obligor with respect to any
of Guarantor’s Liabilities.  Lender shall not be obligated to accept
at any time any deed in lieu of foreclosure, and all obligations of Guarantor
hereunder shall survive foreclosure or any deed in lieu of foreclosure which
Lender may accept, to the extent any of Guarantor’s Liabilities remain
unsatisfied.

       

       

       

      
        
          
          

        

        
          F-11

          
            

          

        

        
          
          

        

      

       

      (b) Obligations;
Successors and Assigns. All obligations under
this Guaranty shall be binding upon Guarantor, and upon Guarantor’s heirs, legal
representatives, successors and assigns and shall inure to the benefit of
Lender, each holder of the Note and the successors and assigns of each holder of
the Note.

       

      (c) Assignment
by Lender. Lender may from time to
time, without notice to Guarantor, assign or transfer any interest in any of
Guarantor’s Liabilities by loan participation or otherwise, and notwithstanding
such assignment or transfer, such Guarantor’s Liabilities shall remain
Guarantor’s Liabilities for purposes of this Guaranty.

       

      (d) No
Exculpation.  No exculpatory, “non-recourse”, “limited
recourse”, or other language contained in any other Loan Document or in any
other document shall in any way prevent or limit Lender from enforcing this
Guaranty against Guarantor personally.

       

      (e) Legal
Tender of United States.  All payments hereunder shall be made
in coin or currency which at the time of payment is legal tender in the United
States of America for public and private debts.

       

      (f) Time of
Essence.  Time is of the essence of this Guaranty.

       

      (g) Definitions;
Captions; Gender.  With respect to any reference in this
Guaranty to any defined term: (i) if such defined term refers to a person, or a
trust, corporation, partnership or other entity, then it shall also mean all
heirs, personal representatives, successors and assigns of such person or
entity; and (ii) if such defined term refers to a document, instrument or
agreement, then it shall also include any replacement, extension or other
modification thereof. Captions contained in this Guaranty in no way define,
limit or extend the scope or intent of their respective provisions. Use of the
masculine, feminine or neuter gender and of singular and plural shall not be
given the effect of any exclusion or limitation herein. The use in this Guaranty
of the term “including”, and related terms such as “include”, shall in all cases
mean “including, without limitation”.

       

      (h) Notices.  All
Notices given under or pursuant to this Guaranty shall be in writing and shall
be (a) delivered in person, in which event the Notice shall be deemed received
when delivery is actually made, (b) telecopied, in which event the Notice shall
be deemed received on the date of transmission if transmission is confirmed
before 5:00 p.m. New York time on a Business Day or if transmission is confirmed
after 5:00 p.m. New York time, then on the next Business Day provided that the
sender obtains electronic confirmation of receipt and that a copy of such Notice
is also delivered pursuant to clause (a) or (c); or (c) sent by a nationally
recognized overnight courier for next business day delivery, in which event the
Notice shall be deemed received on the first Business Day after delivery to, and
acceptance for delivery by, the courier. All such Notices intended for Lender
shall be delivered, with a copy to its attorney, to their respective Addresses
provided in the Settlement Agreement and if sent by facsimile such Notices shall
be sent to the facsimile numbers set forth in the Settlement Agreement. Either
party may change its Address or facsimile number by giving written notice to the
other in accordance with the foregoing notice provision.

       

      Guarantor’s
Address for Notices is:

      


      Frank Crivello

      1818 North Farwell Avenue

      Milwaukee,
Wisconsin  53202

      Facsimile No.:  (414)
283-2610

      


      With a
copy
to:                    ____________________

      ____________________

      ____________________

      Attention:  ___________

      


      


      (i) Entire
Agreement.  This Guaranty constitutes the entire agreement of
Guarantor for the benefit of Lender with respect to the subject matter hereof
and supersedes any prior agreements with respect to the subject matter
hereof.

       

      (j) No
Modification Without Writing.  This Guaranty may not be
terminated or modified in any way nor can any right of Lender or any obligation
of Guarantor be waived or modified, except by a writing signed by Lender and
Guarantor.

       

      (k) Independent
Obligations.  The obligations of Guarantor hereunder are
independent of the obligations of Borrower.  In the event of any
default hereunder, Lender may institute a separate action against Guarantor with
or without joining or instituting a separate action against Borrower or against
any other guarantor or other obligor.

       

      (l) Financial
Risk.  Guarantor shall be fully responsible for keeping
himself, herself or itself, as the case may be, informed of the financial
condition of Borrower and of all other circumstances bearing on the risk of
nonpayment or nonperformance of the Indebtedness or Obligations.

       

      (m) Severability.  Each
provision of this Guaranty shall be interpreted so as to be effective and valid
under applicable law, but if any provision of this Guaranty shall in any respect
be ineffective or invalid under such law, such ineffectiveness or invalidity
shall not affect the remainder of such provision or the remaining provisions of
this Guaranty.

       

      (n) Cumulative.  The
obligations of Guarantor hereunder are in addition to any other obligations
Guarantor may now or hereafter have to Lender, and shall not be affected in any
way by the delivery to Lender by Guarantor or any other guarantor of any other
guaranty, or any combination thereof.  All rights and remedies of
Lender and all obligations of Guarantor under this Guaranty are
cumulative.  In addition, Lender shall have all rights and remedies
available to Lender in law or equity for the enforcement of this
Guaranty.

       

      (o) Effect of
Lender’s Delay or Action.  No delay by Lender in the exercise
of any right or remedy shall operate as a waiver thereof, and no single or
partial exercise by Lender of any right or remedy shall preclude any other
exercise thereof or the exercise of any other right or remedy.  No
action of Lender permitted hereunder shall in any way impair or otherwise affect
any right of Lender or obligation of Guarantor under this
Guaranty.  Lender shall not be liable in any way for any decrease in
the value or marketability of any property securing any of Guarantor’s
Liabilities which may result from any action or omission of Lender in enforcing
any part of this Guaranty.

       

      (p) Subrogation.
Until all of Guarantor’s Liabilities have been paid to Lender, and all periods
under applicable bankruptcy law for the contest of any payment by Guarantor as a
preferential or fraudulent payment have expired, Guarantor knowingly and with
advice of counsel, waives, relinquishes, releases and abandons all rights and
claims to indemnification, contribution, reimbursement, subrogation and payment
which such Guarantor may now or hereafter have by and from Borrower and
Borrower’s successors and assigns, for any payments made by Guarantor to Lender,
including without limitation, any rights which might allow Borrower, Borrower’s
successors and assigns or creditors, or a trustee in bankruptcy of Borrower to
claim in bankruptcy or any other similar proceedings that any payment made by
Borrower or Borrower’s successors and assigns to Lender was on behalf of or for
the benefit of Guarantor and that such payment is recoverable by Borrower, a
creditor or trustee in bankruptcy of such Borrower as a preferential payment,
fraudulent conveyance, payment of an insider or any other classification of
payment which may otherwise be recoverable from Lender. Guarantor further waives
any defense based upon an election of remedies by Lender which destroys or
otherwise impairs any subrogation rights of Guarantor to proceed against
Borrower.

       

       

      
        
          
          

        

        
          F-12

          
            

          

        

        
          
          

        

      

       

       

      (q) Joint and
Several.  Guarantor’s Liabilities shall be the joint and
several obligations and liabilities of Guarantor, Borrower and any other
guarantor of all or part of the Indebtedness or Obligations. Notwithstanding any
provisions of this Agreement to the contrary, it is intended that the joint and
several nature of the liability of Guarantor’s Liabilities and the liens and
security interests, if any, granted as security for the Indebtedness or
Obligations, not constitute a fraudulent conveyance under the Bankruptcy Code or
a fraudulent conveyance or fraudulent transfer under the applicable provisions
of any fraudulent conveyance or fraudulent transfer law or similar law of any
state, nation or other governmental unit, as in effect from time to time (a
“Fraudulent
Conveyance”). Consequently, if the
liability of Guarantor for Guarantor’s Liabilities, or any liens or security
interests granted by Guarantor securing Guarantor’s Liabilities would, but for
the application of this sentence, constitute a Fraudulent Conveyance, the
liability of Guarantor and the liens and security interests securing such
liability shall be valid and enforceable only to the maximum extent that would
not cause such liability or such lien or security interest to constitute a
Fraudulent Conveyance.

       

      (r) Unconditional
Obligations.  The obligations of Guarantor shall be
unconditional, irrespective of (i) the institution of any proceeding under the
Bankruptcy Code, or any similar proceeding, by or against Guarantor or Borrower
or Lender’s election in any such proceeding of the application of Section
1111(b)(2) of the Bankruptcy Code; (ii) any borrowing or grant of a security
interest by Borrower as debtor-in-possession, under Section 364 of the
Bankruptcy Code; (iii) the disallowance, under Section 502 of the Bankruptcy
Code, of all or any portion of Lender’s claim(s) for repayment of any of
Guarantor’s Liabilities; or (iv) any other circumstance other than payment in
full of Guarantor’s Liabilities which might otherwise constitute a legal or
equitable discharge or defense of a guarantor.

       

      (s) Governing
Law.  THE TERMS OF THIS GUARANTY WERE NEGOTIATED IN THE STATE
OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE
PARTIES AND TO THE UNDERLYING LOAN DOCUMENTS, INCLUDING WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.
THEREFORE, THIS GUARANTY SHALL BE CONSTRUED AND INTERPRETED WITH, AND GOVERNED
BY, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO NEW
YORK CHOICE OF LAW PRINCIPLES.

       

      (t) Consent
to Jurisdiction.  GUARANTOR ACKNOWLEDGES THAT LENDER’S
PRINCIPAL OFFICE IS LOCATED IN NEW YORK, NEW YORK AND THAT LENDER MAY BE
IRREPARABLY HARMED IF REQUIRED TO INSTITUTE OR DEFEND ANY ACTION IN ANY
JURISDICTION OTHER THAN THE STATE AND FEDERAL COURTS HAVING JURISDICTION IN THE
STATE OF NEW YORK.  THEREFORE, GUARANTOR IRREVOCABLY: (A) AGREES THAT
ANY SUIT, ACTION OR OTHER LEGAL PROCEEDING RELATING TO THIS GUARANTY MAY BE
BROUGHT ONLY IN THE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE SOUTHERN
DISTRICT OF NEW YORK, STATE OF NEW YORK PURSUANT TO. SECTION 5-1402 OF THE NEW
YORK GENERAL OBLIGATIONS LAW, AT LENDER’S OPTION; (B) CONSENTS TO THE
JURISDICTION OF EACH SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING; (C)
WAIVES ANY OBJECTION WHICH GUARANTOR MAY HAVE TO THE LAYING OF VENUE IN ANY SUCH
SUIT, ACTION OR PROCEEDING IN ANY OF SUCH COURTS; AND (D) AGREES TO JOIN LENDER
IN ANY PETITION FOR REMOVAL TO ANY OF SUCH COURTS.

       

      (u) Waiver of
Jury Trial.  GUARANTOR AND LENDER BY ITS ACCEPTANCE OF THIS
GUARANTY, HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY IN ANY ACTION
OR PROCEEDING TO ENFORCE THIS GUARANTY OR BASED UPON OR ARISING OUT OF THE
SUBJECT MATTER OF THIS GUARANTY. THIS WAIVER IS KNOWINGLY, INTENTIONALLY AND
VOLUNTARILY MADE BY GUARANTOR AND LENDER, AND GUARANTOR ACKNOWLEDGES THAT
NEITHER LENDER NOR ANY PERSON ACTING ON BEHALF OF LENDER HAS MADE ANY
REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR HAS TAKEN ANY
ACTIONS WHICH IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. GUARANTOR AND LENDER EACH
ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS
RELATIONSHIP, THAT EACH OF THEM HAS ALREADY RELIED ON THIS WAIVER IN ENTERING
INTO THIS GUARANTY AND THAT EACH OF THEM WILL CONTINUE TO RELY ON THIS WAIVER IN
THEIR RELATED FURTHER DEALINGS.

       

      57.  Revocation. Upon revocation by written
notice or actual notice of death, this Guaranty shall continue in full force and
effect as to all Guarantor’s Liabilities contracted for or incurred before
revocation, and as the Lender shall have the rights provided by this Guaranty as
if no revocation had occurred.  Any renewal, extension or increase in
of any of the Guarantor’s Liabilities whether made before or after such
revocation, shall constitute a part of the Guarantor’s Liabilities contracted
for or incurred before revocation.

       

      58. Marital
Property. Guarantor hereby
acknowledges and agrees that the obligations and liabilities incurred by
Guarantor hereunder are incurred in the interest of his marriage or
family.

       

      [The
remainder of this page is intentionally blank; signature page
follows.]

      
        
          
          

        

        
          F-13

          
            

          

        

        
          
          

        

      


      IN WITNESS WHEREOF, Guarantor
has executed this Guaranty as of the day and year first above
written.

      


      
        
          	 	 	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ 	 
	 	 	FRANK
      CRIVELLO, an individual	 
	 	 	 	 
	 	 	 	 


        



      


       

      


      


      


      
        
          
          

        

        
          F-14

          
            

          

        

        
          
          

        

      


      EXHIBIT
G

      


      Greystone
Assignment

      


      ASSIGNMENT

       

      FOR GOOD
AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby
acknowledged, Greystone Business Credit II, L.L.C., a Delaware limited liability
company (the “Assignor”), hereby sells,
assigns, and transfers to Furrs 1, LLC (“Furrs 1”); Furrs 2, LLC
(“Furrs 2”), and Sierra
Center Twenty Five, a Limited Liability Company (“Sierra 25”) (each of Furrs 1,
Furrs 2 and Sierra 25, an “Assignee” and collectively the “Assignees”), in
accordance with the terms hereof (this “Assignment”) and pursuant to
and subject to the terms and conditions contained in that certain Settlement
Agreement of even date herewith (“Settlement Agreement”) by and
among the Greystone Parties and the Crivello Parties (as such terms are defined
in the Settlement Agreement), all right, title, and interest, if any, of
Assignor in and to each of the securities, documents, instruments and agreements
described on Exhibit
A attached
hereto and incorporated herein by reference (collectively, the “Assigned Documents”), and all
rights, remedies, powers, and discretions of Assignor thereunder, as if the
Assignor had specifically and separately assigned to each Assignee each of the
Assigned Documents.

       

      59. Assignor’s Representations
and Warranties.  Assignor
warrants and represents the following:

       

      
        	
                (a)  

              	
                Assignor
      (i) has not previously assigned, sold, or otherwise transferred the
      Assigned Documents, (ii) has the right and authority to transfer the
      Assigned Documents to Assignee, and (iii) is transferring the Assigned
      Documents to Assignee free and clear of any liens or
      encumbrances.

              


      

       

      
        	
                (b)  

              	
                The
      execution by Assignor of this Assignment and the performance by Assignor
      of Assignor’s obligations hereunder have been duly authorized by all
      required action and will not violate any order of any court or
      governmental agency or any agreement by which Assignor is
      bound.

              


      

       

      60. Appco
Transaction.  Notwithstanding
anything to the contrary contained herein, with respect to the assignment by
Assignor to Assignee of the Appco Loan Agreement, it is hereby understood and
agreed that if Assignor or any of its affiliates are subsequently required to
remit any funds to the bankruptcy estate concerning Appco, then to the extent
Assignor would have been entitled to exercise its rights under the Appco Loan
Agreement to receive all or a portion of such funds, then Assignee shall, upon
receipt of a distribution from the Appco bankruptcy estate, be required to so
remit said portion promptly to Assignor.

       

      61. Representations by
Assignee.  Each
Assignee represents that the execution by each Assignee of this Assignment and
the performance by each such Assignee of said Assignee’s obligations hereunder
have been duly authorized by all required action and will not violate any order
of any court or governmental agency or any agreement by which Assignee is
bound.

       

      62. Delivery of Assigned
Documents.  Upon
the execution hereof, Assignor shall deliver the following to
Assignee:

       

      
        	
                (a)  

              	
                An
      original of this Assignment executed by Assignor;
  and

              


      

       

      
        	
                (b)  

              	
                All
      of the original Assigned Documents in Assignor’s possession or certified
      copies thereof.

              


      

       

      63. Authorizations.  Upon
the execution hereof, Assignee is hereby authorized (a) to file UCC-3
Termination Statements for any previously filed UCC-1 statements of Assignor in
connection with the Assigned Documents and (b) to file UCC-3 Assignments for the
UCC Financing Statements identified on Exhibit
B attached hereto and made a part hereof.

       

      64. Further
Assurances.  Promptly
upon request from time to time of the other party, each party shall do, execute,
acknowledge and deliver, or cause to be done, executed, acknowledged or
delivered, to or at the direction of such party, all further acts, transfers,
assignments, powers and other documents and instruments as may be reasonably
requested to give effect to the transactions contemplated hereby.

       

      65. Miscellaneous.  This
Assignment and the obligations of the parties hereunder shall survive the
closing of the transaction referred to in the Settlement Agreement and shall not
be merged therein, shall be binding upon and inure to the benefit of the parties
hereto, their respective legal representatives, successors and assigns, shall be
governed by and construed in accordance with the laws of the State of New York,
and may not be modified or amended in any manner, other than by a written
agreement signed by the party to be charged therewith.  Capitalized
terms not otherwise defined herein shall have the meanings ascribed to them in
the Settlement Agreement.

       

      66. Severability.  If
any term or provision of this Assignment or the application thereof to any
persons or circumstances shall, to any extent, be invalid or unenforceable, the
remainder of this Assignment or the application of such term or provision to
persons or circumstances other than those as to which it is held invalid or
unenforceable shall not be affected thereby, and each term and provision of this
Assignment shall be valid and enforced to the fullest extent permitted by
law.

       

      67. Counterparts.  This
Assignment may be executed in counterparts, each of which shall be an original
and all of which counterparts taken together shall constitute one and the same
agreement.

       

      [Remainder
of page intentionally blank; signature page follows.]

       

       

      
        
          
          

        

        
          G-1

          
            

          

        

        
          
          

        

      


      


      Executed
as an instrument under seal as of the ________ day of November,
2009.

       

      
        
          	 	 Greystone
      Business Credit II, L.L.C.,	 
	 	 a
      Delaware limited liability company	 
	 	 	 
	 	 	 	 
	
                	
                  By:
      

                	/s/ 	 
	 	 	Name:        Allison
      W. Berman	 
	 	 	Title:          Vice
      President	 
	 	 	 	 


        



            

       

      Acknowledged,
agreed, and accepted on

      the
terms and conditions set forth herein:

       

      
        	
                FURRS 1, LLC, a Delaware
      limited liability company

                 

                By:Furrs
      Manager 1, Inc., a Delaware corporation, its managing member

                 

                By: 
      ______________________________

                Name: 
      David M. Marks

                Title:   
      President

                 

                 

              
	
                FURRS 2, LLC, a Delaware
      limited liability company

                 

                By:Furrs
      Manager 2, Inc., a Delaware corporation, its managing member

                 

                By: 
      ______________________________

                Name:  
      David M. Marks

                Title:    
      President

                 

                 

              
	
                SIERRA CENTER TWENTY FIVE, A
      LIMITED LIABILITY COMPANY, a Wisconsin limited liability
      company

                 

                By:East
      Towne Plaza, Inc., a Wisconsin corporation, its managing
      member

                 

                By: 
      ______________________________

                Name:    
      David M. Marks

                Title:      
      President

                 

                 

                 

              


      

      


      
        
          
          

        

        
          G-2

          
            

          

        

        
          
          

        

      


      EXHIBIT
A

       

      
        	
                1.

              	
                Loan
      and Security Agreement dated as of December 29, 2006, by and among TITAN
      GLOBAL HOLDINGS, INC., a Utah corporation ("TGH"), TITAN ELECTRONICS,
      INC., a Delaware corporation, formerly known as Titan PCB West, Inc.
      ("Titan Electronics"), TITAN EAST, INC., a Delaware corporation, formerly
      known as Titan PCB East, Inc. ("Titan East"), OBLIO TELECOM, INC., a
      Delaware corporation ("Oblio"), TITAN WIRELESS COMMUNICATIONS, INC., a
      Delaware corporation ("Wireless"), START TALK INC., a Delaware corporation
      ("Start Talk"), PLANET DIRECT, INC., a Texas corporation, formerly known
      as Pinless, Inc. ("Planet Direct"), TITAN CARD SERVICES, INC., a Delaware
      corporation ("Card Services"), TITAN-NEXUS, INC., a Delaware corporation
      ("Nexus"), TITAN COMMUNICATIONS, INC., a Delaware corporation
      ("Communications"; and together with TGH, Titan Electronics, Titan East,
      Oblio, Wireless, Start Talk, Planet Direct, Card Services and Nexus, the
      "Titan Borrowers"); and GBC FUNDING, LLC (as assignee of Greystone
      Business Credit II, L.L.C.) (as amended, modified and supplemented from
      time to time, the "Titan Loan
Agreement").

              


      

       

      
        	
                2.

              	
                Loan
      and Security Agreement dated as of September 17, 2007, among Appco, the
      lenders from time to time party thereto (the "Appco Lenders") and
      Greystone Business Credit II, L.L.C., for itself and as agent (in such
      capacity, the "Appco Agent") for all Appco Lenders (as amended, modified
      and supplemented from time to time, the "Appco Loan
      Agreement")

              


      

       

      
        	
                3.

              	
                Any
      claims, administrative claims, or other rights in the bankruptcy case of
      Appalachian Oil Company, Inc., United States Bankruptcy Court for the
      Eastern District of Tennessee, Case No.
  2:09-bk-50259.

              


      

       

      
        	
                4.

              	
                With
      respect to the USAD Transaction, any and all rights of Assignor in the
      property set forth on Exhibit
      A-1 attached hereto.

              


      

       

      
        	
                5.

              	
                With
      respect to the Titan Apparel Transaction, any and all rights of Assignor
      in the property set forth on Exhibit
      A-2 attached hereto.

              


      

       

      
        	
                6.

              	
                Corporate
      Guaranty, dated as of September 17, 2007, made by Appco-KY, guaranteeing
      all of the obligations of Appco

              


      

       

      
        	
                7.

              	
                Corporate
      Guaranty, dated as of September 17, 2007, made by Appco and Appco-KY,
      guaranteeing all of the obligations of the Titan
  Borrowers

              


      

       

      
        	
                8.

              	
                Corporate
      Guaranty, dated as of October 17, 2007, made by Appco and Appco-KY,
      guaranteeing all of the obligations of
USAD

              


      

       

      
        	
                9.

              	
                Corporate
      Guaranty, dated as of September 17, 2007, made by the Titan Borrowers,
      guaranteeing all of the obligations of
Appco

              


      

       

      
        	
                10.

              	
                Corporate
      Guaranty, dated as of October 15, 2007, made by USAD, guaranteeing all of
      the obligations of Appco

              


      

       

      
        	
                11.

              	
                Corporate
      Guaranty, dated as of November 30, 2007, made by Nexus guaranteeing all of
      the obligations of the Titan
Borrowers

              


      

       

      
        	
                12.

              	
                Corporate
      Guaranty, dated as of December 14, 2007, made by Communications,
      guaranteeing all of the obligations of the Titan
  Borrowers

              


      

       

      
        	
                13.

              	
                Guaranty,
      dated as of December 14, 2007, made by Apparel, guaranteeing certain
      obligations of Global Brand Marketing Inc., not to exceed
      $3,000,000

              


      

       

      
        	
                14.

              	
                Parent
      Guaranty, dated as of December 14, 2007, made by TGH, guaranteeing certain
      obligations of Apparel, not to exceed
$450,000

              


      

       

      
        	
                15.

              	
                Corporate
      Guaranty, dated as of October 17, 2007, made by Card
      Services,  guaranteeing all of the obligations of
      Appco

              


      

       

      
        	
                16.

              	
                Corporate
      Guaranty, dated as of June 12, 2008, made by Farwell Equity Partners II,
      LLC, guaranteeing the Titan Loan
Agreement

              


      

       

      
        	
                17.

              	
                Pledge
      of Titan, dated as of December 29, 2006, made by Titan in favor of GBC,
      pledging specified subsidiaries

              


      

       

      
        	
                18.

              	
                Pledge
      of Oblio, dated as of December 29, 2006, made by Oblio in favor of GBC,
      pledging specified Titan
subsidiaries

              


      

       

      
        	
                19.

              	
                Pledge
      of Titan, dated as of September 17, 2008, made by Titan in favor of GBC,
      pledging shares of Appco

              


      

       

      
        	
                20.

              	
                Pledge
      of Appco, dated as of September 17, 2008, made by Appco in favor of GBC,
      pledging shares of specified Appco
subsidiaries

              


      

       

      
        	
                21.

              	
                Pledge
      of Farwell Equity Partners II, LLC, dated as of June 12, 2008, in favor of
      GBC, pledging 6,000,000 shares of Marine Growth Ventures,
    Inc.

              


      

       

      
        	
                22.

              	
                Pledge
      of Frank Crivello, dated as of March 26, 2007, in favor of GBC, pledging
      300,000 shares of Titan.

              


      

       

      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      


      
        	
                 
      

              	
                Exhibit
      A-1

              


      

       

      
        	
                 
      

              	
                (USAD)

              


      

       

      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      


      
        	
                 
      

              	
                EXHIBIT
      A-2

              


      

       

      
        	
                 
      

              	
                (Titan
      Apparel)

              


      

       

      


       

      
        	
                 
      

              	
                Shoe
      Patterns, Designs and Patents together with residual
    equipment

              


      

       

      
        
          
          

        

        
          A-3

          
            

          

        

        
          
          

        

      


      
        	
                 
      

              	
                EXHIBIT
      B

              


      

       

      
        	
                 
      

              	
                UCC Financing
      Statements

              


      

       

      


       

      
        	
                 
      

              	
                [Assignee
      to furnish]

              


      

       

      


      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
H

      


      Owner’s Pro Forma Policy and
Leasehold Pro Forma Policy for Project One

      


      


      
        
          
          

        

        
          H-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
I

      


      Owner’s Pro Forma Policy for
Project Two

      


      


      
        
          
          

        

        
          I-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
J

      


      Owner’s Pro Forma Policy for
Project Four

      


      


      
        
          
          

        

        
          J-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
K

      


      Pro Forma Loan Policy for
Project Three

      


      


K-1