<PAGE>   1

                                                                    EXHIBIT 10.8

                               CONTINUING GUARANTY



        This Continuing Guaranty (this "Agreement"), dated as of December 15,
2000, is made by the undersigned ("Guarantor") in favor of Foothill Capital
Corporation, a California corporation ("Foothill"), as Agent for itself and
Lenders, and the other Lenders, pursuant to that certain Loan and Security
Agreement (the "Loan Agreement"), dated as of December 15, 2000, by and among
Communication & Power Industries, Inc., a Delaware corporation ("Debtor"), the
other Obligors named therein, Foothill and the other Lenders named herein
(Foothill and the other Lenders are collectively referred to herein as
"Lender"). Capitalized terms, which are used herein but not defined herein,
shall have the meanings ascribed to them in the Loan Agreement.

        Guarantor, at the solicitation of Debtor, requests that Lender extend
Credit to Debtor and in consideration of Credit heretofore, now or hereafter
granted to Debtor by Lender, Guarantor agrees as follows:

        1. The term "Credit" is used throughout this Agreement in its most
comprehensive sense and means and includes, without limitation, any and all
loans, advances, debts, obligations and liabilities of any kind or nature owed
by Debtor to Lender (including, without, limitation, the Obligations) and any
and all future Obligations owing by Debtor to Lender and all other financial
accommodations extended by Lender to Debtor, heretofore, now, or hereafter made,
incurred or created, whether voluntary or involuntary and however arising,
whether owed directly to Lender or acquired by Lender by assignment,
subrogation, or succession (including, without limitation, Lender participations
and interests of Lender in the obligations of Debtor to others), whether due or
not due, absolute or contingent, liquidated or unliquidated, determined or
undetermined, secured or unsecured, whether on original, renewed, extended or
revised terms (including, without limitation, those evidenced by new or
additional instruments or agreements or those changing the applicable rate of
interest or which release any obligor with respect thereto), whether principal,
interest (including any interest that, but for the provisions of the U.S.
Bankruptcy Code would have accrued) or fees, whether Debtor may be liable
individually or jointly with others, whether recovery upon such indebtedness may
be or hereafter become barred by any statute of limitations, and whether such
indebtedness may be or hereafter become invalid or otherwise unenforceable. In
the event a petition under the U.S. Bankruptcy Code is filed by or against
Debtor, the term "Debtor" shall also mean and include Debtor in its status as a
debtor, debtor-in-possession and/or reorganized debtor under the U.S. Bankruptcy
Code.

        2. If there is more than a single person included in the terms
"Guarantor" or "Debtor," respectively, (a) each reference herein to such terms
shall mean all and any one or more of such entities and persons both jointly and
severally, and (b) if more than one entity executes this Agreement, the
obligations and liabilities hereunder of Guarantors are and shall be both joint
and several. If Debtor is a partnership or association, each reference herein to
the term "Debtor" shall include any successor entity to Debtor. As used in this
Agreement, neuter terms include the masculine and feminine, and vice versa.




                                      -1-
<PAGE>   2

        3. Guarantor's liability hereunder shall be unlimited. Without limiting
the foregoing and in addition thereto, Guarantor agrees to bear and be liable to
Lender for the interest and expenses enumerated in paragraph 17 hereof.

        4. Guarantor unconditionally guarantees and agrees to pay Lender or its
order, on demand, in lawful money of the United States of America, an amount
equal to the amount of the Credit, and to otherwise perform any obligation of
Debtor undertaken pursuant to any Credit. This Agreement is a guaranty of
payment and not of collection.

        5. Either before or after revocation hereof, Guarantor authorizes Lender
at its sole discretion, with or without notice, and without affecting
Guarantor's continuing liability hereunder, from time to time to (a) change the
time or manner of payment of any Credit by renewal, extension, acceleration or
otherwise, (b) alter or change any other provision of any Credit including the
rate of interest thereon, (c) accept partial payment on any Credit, (d) accept
new or additional instruments, agreements or documents relative to any Credit,
(e) release, substitute or add one or more endorsers, cosigners or guarantors
for any Credit, (f) amend or modify the terms of any guaranty executed by a
co-guarantor, including the maximum liability thereunder, (g) obtain collateral
for the payment of any Credit and/or any guaranty thereof, (h) waive, release,
exchange, substitute, release or modify, in whole or in part, existing or
after-acquired collateral securing payment of the Credit or any guaranty
therefor on such terms as Lender in its sole discretion shall determine, (i)
subordinate payment of all or any part of the Credit to other creditors of
Debtor or other persons on such terms as Lender deems appropriate, (j) apply any
sums received from Debtor, any other guarantor, endorser or cosigner or from the
sale or collection of collateral or its proceeds to any indebtedness whatsoever
in any order and regardless of whether or not such indebtedness is guaranteed
hereby, is secured by collateral or is due and payable, (k) apply any sums
received from Guarantor or from the sale of collateral granted by Guarantor to
any, all, or any portion of the Credit in any order regardless of whether the
Credit is secured by collateral, but only so long as such Credit is due and
payable, and (l) exercise any right or remedy it may have with respect to any
Credit or any collateral securing any Credit, this Agreement or any other
guaranty, including bidding and purchasing at any sale of any such collateral,
and compromising, collecting or otherwise liquidating any collateral or any
Credit.

        6. (a) Guarantor acknowledges that Guarantor may have certain rights
under applicable law which, if not waived by Guarantor, might provide Guarantor
with defenses against Guarantor's liability under this Agreement. Among those
rights, are certain rights of subrogation, reimbursement, indemnification and
contribution, and rights provided in sections 2787 to 2855, inclusive, of the
California Civil Code (or any comparable provision of applicable state law). To
the maximum extent permitted by law, Guarantor waives all of Guarantor's rights
of subrogation, reimbursement, indemnification, and contribution, and any other
rights and defenses that are or may become available to Guarantor, whether such
rights arise by reason of any or all of California Civil Code Sections 2787 to
2855, inclusive (or any comparable provision of applicable state law), or
otherwise, and including, without limitation, Guarantor's rights:




                                      -2-
<PAGE>   3

                      (i) To require Lender to notify Guarantor of any default
by Debtor, provide Guarantor with notice of any sale or other disposition of
security for any Credit, or disclose information with respect to the Credit, the
Debtor, or any other guarantor, co-signer or endorser, or with respect to any
collateral;

                      (ii) That Guarantor's obligation under this Agreement must
be commensurate with that of Debtor;

                      (iii) To be discharged based upon the absence of any
liability of the Debtor, at any time, by virtue of operation of law, or
otherwise, or due to any other disability or defense of Debtor or any other
guarantor, endorser or co-signer;

                      (iv) To be discharged if any of the terms, conditions or
provisions of the Credit are altered in any respect;

                      (v) To be discharged upon acceptance by Lender of anything
in partial satisfaction of the Credit, and/or if Lender designates portion of
the Credit to be satisfied;

                      (vi) To be discharged upon any modification of the Credit
or the release by Lender of Debtor or any other guarantor, endorser or
co-signer, or if any remedies against any such person are suspended or impaired;

                      (vii) To require Lender to proceed against Debtor, or any
other guarantor, endorser, co-signer, or other person, or to pursue or refrain
from pursuing any other remedy in Lender's power;

                      (viii) To receive the benefit of or participate in any and
all security for repayment and/or performance of the Credit;

                      (ix) To have any security for the Credit first applied to
satisfy or discharge the Credit;

                      (x) That any arbitration award rendered against Debtor not
constitute an award against Guarantor;

                      (xi) To be discharged based upon any failure by Lender to
perfect or continue perfection of any lien, use due diligence to collect all or
any Credit, or if recovery against Debtor becomes barred by any statute of
limitations, or if Debtor is not liable for any deficiency after Lender realizes
upon any collateral; and

                      (xii) To be discharged due to the release or discharge of
any collateral for any Credit or guaranty, or relating to the validity, value or
enforceability of any collateral.




                                      -3-
<PAGE>   4

           (b) Without in any way limiting the foregoing, and in addition
thereto, to the maximum extent permitted by law, Guarantor waives: (i) any
defense based upon or arising out of any bankruptcy, insolvency, reorganization,
arrangement, readjustment of debt, liquidation or dissolution proceeding
commenced by or against Debtor or any other guarantor or any endorser, co-maker
or other person, including without limitation any discharge of, or bar against
collecting, any of the Credit (including without limitation any interest
thereon), in or as a result of any such proceeding; (ii) any defense arising by
reason of any disability or other defense of Debtor or any other guarantor or
any endorser, co-maker or other person or by reason of the cessation from any
cause whatsoever of the liability of Debtor or any other guarantor or any
endorser, co-maker or other person with respect to all or any part of the
Credit; (iii) any defense arising as a result of any election by Lender under
Section 1111(b) of Title 11 of the U.S. Code; or (iv) any defense based on any
borrowing or grant of a security interest under Section 364 of Title 11 of the
U.S. Code.

           (c) Guarantor also waives all rights and defenses that Guarantor may
have because the Debtor's debt is secured by real property. This means, among
other things: (1) Lender may collect from Guarantor without first foreclosing on
any real or personal property collateral pledged by Debtor; and (2) if Lender
forecloses on any real property collateral pledged by the Debtor: (A) the amount
of the debt may be reduced only by the price for which that collateral is sold
at the foreclosure sale, even if the collateral is worth more than the sale
price, and (B) Lender may collect from Guarantor even if Lender, by foreclosing
on the real property collateral, has destroyed any right Guarantor may have to
collect from Debtor. This is an unconditional and irrevocable waiver of any
rights and defenses Guarantor may have because Debtor's debt is secured by real
property. These rights and defenses include, but are not limited to, any rights
or defenses directly or indirectly based upon Section 580a, 580b, 580d, or 726
of the California Code of Civil Procedure (or any comparable provision of
applicable state law).

           (d) Guarantor also waives all rights and defenses arising out of an
election of remedies by Lender, even though that election of remedies, such as a
nonjudicial foreclosure with respect to security for a guaranteed obligation,
has destroyed Guarantor's rights of subrogation and reimbursement against the
principal by the operation of Section 580d of the California Code of Civil
Procedure (or any comparable provision of applicable state law) or otherwise.

           (e) To the maximum extent permitted by law, Guarantor further waives
any and all rights to receive any notice of judicial or nonjudicial sale or
foreclosure of any real or personal property that may be the subject of any
security instruments or that may secure obligations of any other guarantor to
Lender, and Guarantor's failure to receive any such notice shall not impair or
affect Guarantor's liability. Notwithstanding any foreclosure of the lien of any
security instrument given with respect to the Credit or any other guaranty,
whether by the exercise of the power of sale contained therein, by any action
for judicial foreclosure, or by any acceptance of a deed or other transfer in
lieu of foreclosure, whether or not such method of foreclosure or transfer in
lieu of foreclosure was for a consideration equal to or greater than the fair
market value of the security property, Guarantor shall remain bound under this
Agreement for the Credit and shall be liable to Lender for any and all of the
Credit remaining unpaid after any such foreclosure.




                                      -4-
<PAGE>   5

           (f) If for any reason Debtor is under no legal obligation to
discharge any of the Credit, or if any of the Credit have become irrecoverable
from Debtor for any reason, this Agreement shall nevertheless be binding on
Guarantor to the same extent as if the Guarantor at all times had been the
primary obligor on all such Credit.

           (g) In the event (i) Debtor defaults in the payment of any of the
Credit or (ii) acceleration of the time for payment of any of the Credit is
stayed upon the insolvency, bankruptcy or reorganization of the Debtor, or for
any other reason, all such amounts otherwise subject to acceleration under the
agreement evidencing such Credit, shall be immediately due and payable by
Guarantor. Guarantor waives all presentments, demands for performance, notices
of nonperformance, protests, notices of protest, dishonor and acceptance of this
Agreement.

        7. Notwithstanding anything to the contrary contained in this Agreement,
this Agreement shall be void ab initio to the extent that the execution or
delivery of this Agreement by Guarantor is restricted or prohibited by the
internal laws of the jurisdiction in which Guarantor is organized.

        8. [INTENTIONALLY LEFT BLANK]

        9. Guarantor represents and warrants to Lender that: (a) Lender has made
no representation to Guarantor in regard to Debtor, the Credit or any matters
pertaining thereto, upon which Guarantor is relying in giving this Agreement;
and (b) Guarantor has established adequate means and assumes the responsibility
for being and keeping informed of the financial condition of the Debtor and of
all other circumstances bearing upon the risk of nonpayment of the debt which
diligent inquiry would reveal and Lender shall have no duty to advise Guarantor
of information known to it regarding such condition or any such circumstance.

        10. In addition to all liens upon and rights of setoff against the
money, securities or other property of Guarantor given to Lender by law or
otherwise as security for this Agreement, Guarantor hereby pledges to Lender and
grants Lender a security interest in, and Lender shall have a right of setoff
against, all money, securities and other property of Guarantor now or hereafter
in the possession of or on deposit with Lender, whether held in general or
special account or deposit or for safekeeping or otherwise; and each such
security interest or right of setoff may be exercised without demand upon, or
notice to, Guarantor. No action or lack of action by Lender with respect to any
security interest or right of setoff or otherwise shall be deemed a waiver
thereof, and every right of setoff or security interest or otherwise shall
continue in full force and effect until specifically released by Lender in
writing. The security interests created hereby shall secure all Guarantor's
obligations to Lender under this Agreement, any subsequent guaranty executed by
Guarantor and any other Loan Documents to which Guarantor is a party.

        11. Any and all indebtedness of Debtor now or hereafter owed to
Guarantor and all claims whenever arising of Guarantor against Debtor are hereby
subordinated to the Credit and assigned to Lender as additional collateral. If
Lender so requests, any note or other instrument




                                      -5-
<PAGE>   6

evidencing such indebtedness and all claims of Guarantor against Debtor shall be
delivered to Lender, and such indebtedness and all claims of Guarantor against
Debtor shall be collected, enforced and received by Guarantor as trustee for
Lender and be paid over to Lender on account of the Credit but without reducing
or affecting in any manner the liability of Guarantor hereunder. Should
Guarantor fail to collect proceeds of debt owed to it by Debtor and pay the
proceeds to Lender, Lender as Guarantor's attorney-in-fact may do such acts and
sign such documents in Guarantor's name as Lender considers necessary, at its
discretion, to effect such collection, and Guarantor hereby irrevocably appoints
Lender as Guarantor's attorney-in-fact for such purposes. If Debtor is a
corporation, partnership, or limited liability company, Guarantor will not
withdraw or accept without Lender's prior written consent any return of any
capital invested or equity interest in Debtor.

        12. Guarantor agrees that to the extent Debtor makes a payment or
payments or is credited for any payment or payments made for the account of or
on behalf of Debtor to Lender, which payment or payments, or any part thereof,
is subsequently invalidated, determined to be fraudulent or preferential,
voided, set aside and/or required to be repaid to any trustee, receiver,
assignee or any other party whether under any bankruptcy, state or federal law,
common law or equitable cause or otherwise, then to the extent thereof, the
obligation or part thereof intended to be satisfied thereby, together with the
guaranty thereof hereunder, shall be revived, reinstated and continued in full
force and effect as if said payment or payments had not originally been made by
or for the account of or on behalf of Debtor.

        13. Guarantor agrees that to the extent Guarantor makes a payment or
payments or is credited for any payment or payments made for the account of or
on behalf of Guarantor to Lender, which payment or payments, or any part
thereof, is subsequently invalidated, determined to be fraudulent or
preferential, voided, set aside and/or required to be repaid to any trustee,
receiver, assignee or any other party whether under any bankruptcy, state or
federal law, common law or equitable cause or otherwise, then to the extent
thereof, the obligation or part thereof intended to be satisfied thereby, shall
be revived, reinstated and continued in full force and effect as if said payment
or payments had not originally been made by or for the account of or on behalf
of Guarantor.

        14. Guarantor's obligations hereunder are not contingent upon and are
independent of the obligations of Debtor, or any other guarantor or surety of
the Credit. This Agreement is not made in consideration of the liability of any
other guarantor or surety of the Credit. The release or death of any guarantor
of the Credit or the revocation of this Agreement or any other guaranty shall
not release or otherwise affect the liability of any other non-revoking
guarantor. A separate action or actions may be brought and prosecuted against
Guarantor whether action is brought against Debtor or any other guarantor or
whether Debtor or any other guarantor be joined in any such action or actions.
To the maximum extent permitted by law, Guarantor specifically waives the
benefit of the statute of limitations affecting its liability hereunder or the
enforcement hereof, or the collection of any Credit. Any partial payment by
Debtor which operates to toll any statute of limitation as to Debtor shall
likewise toll the statute of limitations as to Guarantor.




                                      -6-
<PAGE>   7

        15. Should any one or more provisions of this Agreement be determined to
be illegal or unenforceable, all other provisions shall remain effective. In the
event of any inconsistency between the terms of this Agreement and those of the
Loan Agreement, the terms of the Loan Agreement shall control.

        16. Lender may, with or without notice, assign this Agreement in whole
or in part provided, however, that any such assignment shall be in connection
with a permitted assignment of Lender's respective rights and obligations under
the Loan Agreement. This Agreement shall inure to the benefit of Lender, its
successors and assigns, and shall bind Guarantor and Guarantor's successors and
assigns; provided, however, that nothing herein shall be understood to mean that
Guarantor may assign this Agreement or any rights or duties hereunder without
Foothill's prior written consent.

        17. Guarantor agrees to pay Lender on demand reasonable and documented
out-of-pocket attorneys' fees and all other reasonable and documented
out-of-pocket costs and expenses which may be incurred in the collection or
attempted collection from Debtor of any Credit and in the enforcement or
attempted enforcement by Lender of this Agreement or any collateral therefor,
whether or not legal proceedings or suit are instituted, together with interest
thereon at the rate applicable to the Credit and including, without limitation,
all reasonable and documented out-of-pocket attorneys' fees and related costs of
enforcement of any and all judgments and awards and upon any appeal relating
thereto.

        18. Guarantor warrants and represents to Lender that:

            (a) All financial statements and other financial information
furnished or to be furnished to Lender are or will be true and correct and do
and will fairly represent the financial condition of Guarantor (including all
contingent liabilities) as of the dates thereof; and

            (b) There has been no material adverse change in Guarantor's
financial condition since the dates of the financial statements and other
information furnished to Lender, except as previously disclosed to Lender in
writing.

        19. [INTENTIONALLY LEFT BLANK]

        20. [INTENTIONALLY LEFT BLANK]

        21. If Debtor is a corporation, partnership, or limited liability
company, Lender need not inquire into the power of Debtor or the authority of
its officers, directors, partners, members, managers, or agents acting or
purporting to act in its behalf, and any Credit granted in reliance upon the
purported exercise of such power or authority is guaranteed hereunder.

        22. Receipt of a true copy of this Agreement is hereby acknowledged by
each Guarantor. Guarantor understands and agrees that Lender's acceptance of
this Agreement shall not constitute a commitment of any nature whatsoever by
Lender to extend, renew or hereafter




                                      -7-
<PAGE>   8

extend Credit to Debtor. Guarantor agrees that this Agreement shall be effective
with or without notice from Lender of its acceptance of the Agreement.

        23. If Guarantor has executed more than one guaranty of the indebtedness
of Debtor owed to Lender, any limits of liability thereunder and hereunder shall
be cumulative, and a subsequent guaranty executed by Guarantor shall not
supersede or replace this Agreement.

        24. GUARANTOR WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR
PROCEEDING INSTITUTED BY LENDER OR GUARANTOR WHICH PERTAINS DIRECTLY OR
INDIRECTLY TO THIS AGREEMENT, THE CREDIT, THE COLLATERAL THEREFOR OR ANY MATTER
ARISING THEREFROM OR RELATING HERETO OR THERETO.

        25. Guarantor waives all rights to interpose any setoffs or
counterclaims of any nature in any action or proceeding instituted by Lender
with respect to this Agreement, the collateral therefor, or any matter arising
therefrom or relating thereto and the posting of any bond which may otherwise be
required, and waives any and all benefits of cross-demands pursuant to section
431.70 of the California Code of Civil Procedure (or similar state law).

        26. Guarantor hereby irrevocably submits and consents to the
jurisdiction of any competent federal or state court within the County of New
York, State of New York in connection with any action or proceeding arising out
of or relating to this Agreement. In any such litigation, Guarantor consents to
service of process by any means authorized by New York or federal law or as
otherwise agreed in writing between Lender and Guarantor.

        27. All rights, remedies, powers and benefits granted to Lender under
this Agreement, the Credit, any oral or other written agreement or applicable
law whether expressly granted or implied in law or otherwise, are cumulative and
not exclusive, and are enforceable alternatively, successively, or concurrently
on any one or more occasions at Lender's discretion.

        28. Lender shall not, by any act, delay, omission or otherwise be deemed
to have expressly or impliedly waived any security interest granted to Lender
hereunder or Lender's rights, powers and/or remedies hereunder (including any
right of setoff) unless such waiver shall be in writing and signed by an
authorized officer of Lender. Any such waiver shall be enforceable only to the
extent specifically set forth therein. A waiver by Lender of any default, right,
power and/or remedy on any one occasion shall not be construed as a bar to or
waiver of any such default, right, power and/or remedy which Lender would
otherwise have on any future occasion whether similar in kind or otherwise. Any
failure by Lender to file or enforce a claim against the estate (whether in
administration, bankruptcy, probate or other proceeding) of Debtor or of any
others, shall not affect Guarantor's liability hereunder.

        29. This Agreement, together with the other Loan Documents to which
Guarantor is a party, constitutes the entire agreement between the parties with
respect to the subject matter of the Agreement and supersedes any and all
previous or contemporaneous correspondence,




                                      -8-
<PAGE>   9

statements, or agreements by or between the parties hereto with respect to the
subject matter. This Agreement may be modified only by a written instrument
signed by the parties hereto. Neither this Agreement or any related agreement,
document or instrument nor any provision hereof or thereof shall be amended,
modified or discharged orally or by course of conduct, but only by a written
agreement signed by an authorized officer of Lender expressly referring to this
Agreement and to the provisions so amended, modified or discharged.

        30. Lender's books and records showing the account(s) between Lender and
Debtor shall be admissible in evidence in any action or proceeding as prima
facie proof of the items set forth therein. Lender's statements rendered to
Debtor, to the extent to which no objection is made within thirty (30) days
after date thereof, shall be deemed conclusively correct and constitute an
account stated, which shall be binding on Guarantor whether or not Guarantor
receives a copy of any such statement or notice thereof.

        31. This is a continuing guaranty of the Credit, including those arising
after any repayment and reborrowing and under any successive and future
transactions which may increase, renew or continue the original Credit. To the
maximum extent permitted by law, Guarantor waives all rights to revoke this
Agreement, whether under California Civil Code Section 2815 (or similar state
law) or otherwise. If at any time under applicable law, the foregoing waiver by
Guarantor is not valid or enforceable to any extent, then the remaining portion
of this paragraph is applicable. Revocation of this Agreement, if required to be
permitted by applicable law, shall be effective only after written notice
thereof is received by an officer of Lender by certified or registered mail,
return receipt requested at its address set forth in Section 12 of the Loan
Agreement, or at any other office of Lender designated in a written notice
mailed by Lender to Guarantor at its address set forth below. Any such
revocation shall be effective only as to the revoking party and shall not affect
that party's obligations with respect to Credit existing before the revocation
becomes effective or as to any renewals, extensions or modifications of any such
Credit, whether such renewal, extension or modification is made prior to or
after revocation, including those evidenced by a new or additional instrument or
agreement or which change the rate of interest on any Credit, or for
post-revocation interest and collection expenses accruing or incurred by Lender
with respect thereto. Notwithstanding any revocation hereof, this Agreement
shall not be terminated until Lender has received indefeasible payment in full
of all Credit which is guaranteed hereby. Credit existing before revocation
becomes effective shall be deemed to include, without limitation, all Credit or
advances which Lender has committed to make to Debtor in reliance upon this
Agreement, even though the amount of such Credit or advances has not been
advanced as of the effective date of revocation, and even though Lender may have
defenses or defaults which would relieve it of such commitment, if asserted.

        32. The provisions of this Agreement shall be construed and interpreted
and all rights and obligations hereunder determined in accordance with the laws
of the State of New York.

        33. GUARANTOR ACKNOWLEDGES THAT LENDER HAS OR MAY IN THE FUTURE EXTEND
CREDIT TO THE DEBTOR IN RELIANCE ON GUARANTOR'S UNCONDITIONAL PROMISE TO REPAY
ANY AND ALL CREDIT AND LENDER IS




                                      -9-
<PAGE>   10

RELYING ON THE WAIVERS, WARRANTIES AND PROMISES MADE BY GUARANTOR IN THIS
AGREEMENT. GUARANTOR AGREES THAT EACH OF THE WAIVERS, WARRANTIES AND PROMISES
SET FORTH IN THIS AGREEMENT ARE MADE WITH GUARANTOR'S UNDERSTANDING OF THEIR
SIGNIFICANCE AND CONSEQUENCES AND THAT THEY ARE REASONABLE. IF ANY WAIVERS,
WARRANTIES AND PROMISES ARE DETERMINED TO BE CONTRARY TO ANY APPLICABLE LAW OR
PUBLIC POLICY, SUCH WAIVERS, WARRANTIES AND PROMISES SHALL BE EFFECTIVE TO THE
MAXIMUM EXTENT PERMITTED BY LAW. BEFORE SIGNING THE AGREEMENT, GUARANTOR HAS
EITHER SOUGHT THE ADVICE OF COUNSEL TO EXPLAIN THE WAIVERS OF ITS RIGHTS AND
DEFENSES AS STATED HEREIN AND THE EFFECT THEREOF, OR HAS HAD THE OPPORTUNITY TO
SEEK SUCH COUNSEL, AND IN ANY EVENT, INTENDS THIS AGREEMENT TO BE AS
UNRESTRICTED AS POSSIBLE. GUARANTOR HAS THEREFORE CONSCIOUSLY AND INTENTIONALLY
WAIVED ALL DEFENSES OF GUARANTOR AND RIGHTS WHICH COULD EXONERATE GUARANTOR
HEREUNDER TO THE FULL EXTENT PERMITTED BY THE LAW OF THE STATE OF NEW YORK,
WHETHER OR NOT EACH AND EVERY DEFENSE, RIGHT OR WAIVER IS EXPLAINED OR DESCRIBED
IN DETAIL IN THIS AGREEMENT.

        34. GUARANTOR ACKNOWLEDGES THAT NEITHER LENDER NOR ANY OF LENDER'S
OFFICERS OR EMPLOYEES HAS MADE ANY PROMISE OR REPRESENTATION, NOT INCORPORATED
HEREIN, WHETHER ORAL, WRITTEN OR IMPLIED, TO CAUSE GUARANTOR TO SIGN THIS
AGREEMENT. GUARANTOR IS NOT SIGNING THIS AGREEMENT IN RELIANCE ON ANY PROMISE,
CONDITION OR THE OCCURRENCE OF ANY EVENT, AND THERE ARE NO ORAL UNDERSTANDINGS,
STATEMENTS OR AGREEMENTS WHICH HAVE NOT BEEN INCLUDED IN THIS AGREEMENT.
GUARANTOR UNDERSTANDS THAT LENDER HAS THE RIGHT TO ENFORCE PAYMENT OF THE CREDIT
AGAINST DEBTOR OR GUARANTOR IN ANY ORDER AND LENDER IS NOT OBLIGATED TO OBTAIN
ANY OTHER OR ADDITIONAL GUARANTORS OF THE CREDIT OR TO TAKE ANY OTHER COURSE OF
ACTION.



"Guarantor":



-------------------------------------



By:
    ---------------------------------
Name:
     --------------------------------
Title:
      -------------------------------




                                      -10-