Unassociated Document


    EXHIBIT
      10.4

     

    GUARANTY

     

    December
      31, 2005

     

    FOR
      VALUE
      RECEIVED, and in consideration of note purchases from, loans made or to be
      made
      or credit otherwise extended or to be extended by Laurus Master Fund, Ltd.
      (“Laurus”)
      to or
      for the account of Cancable Inc., an Ontario corporation (“Debtor”),
      from
      time to time and at any time and for other good and valuable consideration
      and
      to induce Laurus, in its discretion, to purchase such notes, make such loans
      or
      extensions of credit and to make or grant such renewals, extensions, releases
      of
      collateral or relinquishments of legal rights as Laurus may deem advisable,
      each
      of the undersigned (and each of them if more than one, the liability under
      this
      Guaranty being joint and several) (jointly and severally referred to as
“Guarantors”
or
      “the
      undersigned”)
      irrevocably and unconditionally guarantees to Laurus, its successors, endorsees
      and assigns the prompt payment when due (whether by acceleration or otherwise)
      of all present and future obligations and liabilities of any and all kinds
      of
      Debtor to Laurus and of all instruments of any nature evidencing or relating
      to
      any such obligations and liabilities upon which Debtor or one or more parties
      and Debtor is or may become liable to Laurus, whether incurred by Debtor as
      maker, endorser, drawer, acceptor, guarantors, accommodation party or otherwise,
      and whether due or to become due, secured or unsecured, absolute or contingent,
      joint or several, and however or whenever acquired by Laurus, whether arising
      under, out of, or in connection with (i) that certain Securities Purchase
      Agreement dated as of the date hereof by and between the Debtor, Cancable
      Holding Corp. and Laurus (the “Securities
      Purchase Agreement”),
      (ii) each Related Agreement referred to in the Securities Purchase
      Agreement, (the Securities Purchase Agreement and each Related Agreement, as
      each may be amended, modified, restated or supplemented from time to time,
      are
      collectively referred to herein as the “Documents”),
      or
      any documents, instruments or agreements relating to or executed in connection
      with the Documents or any documents, instruments or agreements referred to
      therein or otherwise, or any other indebtedness, obligations or liabilities
      of
      the Debtor to Laurus, whether now existing or hereafter arising, direct or
      indirect, liquidated or unliquidated, absolute or contingent, due or not due
      and
      whether under, pursuant to or evidenced by a note, agreement, guaranty,
      instrument or otherwise (all of which are herein collectively referred to as
      the
“Obligations”),
      and
      irrespective of the genuineness, validity, regularity or enforceability of
      such
      Obligations, or of any instrument evidencing any of the Obligations or of any
      collateral therefor or of the existence or extent of such collateral, and
      irrespective of the allowability, allowance or disallowance of any or all of
      the
      Obligations in any case commenced by or against Debtor under Title 11, United
      States Code, the Bankruptcy
      and Insolvency Act
      (Canada)
      (the “BIA”)
      and
      the Companies’
      Creditors Arrangement Act
      (the
“CCAA”)
      including, without limitation, obligations or indebtedness of Debtor for
      post-petition interest, fees, costs and charges that would have accrued or
      been
      added to the Obligations but for the commencement of such case. Terms not
      otherwise defined herein shall have the meaning assigned such terms in the
      Securities Purchase Agreement. In furtherance of the foregoing, the undersigned
      hereby agrees as follows:

     

    
      	1.      	
              No
                Impairment.
                Laurus may at any time and from time to time, either before or after
                the
                maturity thereof, without notice to or further consent of the undersigned,
                extend the time of payment of, exchange or surrender any collateral
                for,
                renew or extend any of the Obligations or increase or decrease the
                interest rate thereon, or any other agreement with Debtor or with
                any
                other party to or person liable on any of the Obligations, or interested
                therein, for the extension, renewal, payment, compromise, discharge
                or
                release thereof, in whole or in part, or for any modification of
                the terms
                thereof or of any agreement between Laurus and Debtor or any such
                other
                party or person, or make any election of rights Laurus may deem desirable
                under the United States Bankruptcy Code, as amended, the BIA, the
                CCAA, or
                any other federal, provincial or state bankruptcy, reorganization,
                moratorium or insolvency law relating to or affecting the enforcement
                of
                creditors’ rights generally (any of the foregoing, an “Insolvency
                Law”)
                without in any way impairing or affecting this Guaranty. This instrument
                shall be effective regardless of the subsequent incorporation, merger,
                amalgamation or consolidation of Debtor or Guarantors, or any change
                in
                the composition, nature, personnel or location of Debtor or Guarantors
                and
                shall extend to any successor entity to Debtor or Guarantors, including
                a
                debtor in possession or the like under any Insolvency
                Law.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	2.      	
              Guaranty
                Absolute.
                Each of the undersigned jointly and severally guarantees that the
                Obligations will be paid strictly in accordance with the terms of
                the
                Documents and/or any other document, instrument or agreement creating
                or
                evidencing the Obligations, regardless of any law, regulation or
                order now
                or hereafter in effect in any jurisdiction affecting any of such
                terms or
                the rights of Debtor with respect thereto. Guarantors hereby knowingly
                accept the full range of risk encompassed within a contract of “continuing
                guaranty” which risk includes the possibility that Debtor will contract
                additional indebtedness for which Guarantors may be liable hereunder
                after
                Debtor’s financial condition or ability to pay its lawful debts when they
                fall due has deteriorated, whether or not Debtor has properly authorized
                incurring such additional indebtedness. The undersigned acknowledge
                that
                (i) no oral representations, including any representations to extend
                credit or provide other financial accommodations to Debtor, have
                been made
                by Laurus to induce the undersigned to enter into this Guaranty and
                (ii) any extension of credit to the Debtor shall be governed solely
                by the provisions of the Documents. The liability of each of the
                undersigned under this Guaranty shall be absolute and unconditional,
                in
                accordance with its terms, and shall remain in full force and effect
                without regard to, and shall not be released, suspended, discharged,
                terminated or otherwise affected by, any circumstance or occurrence
                whatsoever, including, without limitation: (a) any waiver,
                indulgence, renewal, extension, amendment or modification of or addition,
                consent or supplement to or deletion from or any other action or
                inaction
                under or in respect of the Documents or any other instruments or
                agreements relating to the Obligations or any assignment or transfer
                of
                any thereof, (b) any lack of validity or enforceability of any
                Document or other documents, instruments or agreements relating to
                the
                Obligations or any assignment or transfer of any thereof, (c) any
                furnishing of any additional security to Laurus or its assignees
                or any
                acceptance thereof or any release of any security by Laurus or its
                assignees, (d) any limitation on any party’s liability or obligation
                under the Documents or any other documents, instruments or agreements
                relating to the Obligations or any assignment or transfer of any
                thereof
                or any invalidity or unenforceability, in whole or in part, of any
                such
                document, instrument or agreement or any term thereof, (e) any
                bankruptcy, insolvency, reorganization, composition, adjustment,
                dissolution, liquidation or other like proceeding relating to Debtor,
                or
                any action taken with respect to this Guaranty by any trustee, receiver,
                interim receiver, or receiver and manager, or by any court, in any
                such
                proceeding, whether or not the undersigned shall have notice or knowledge
                of any of the foregoing, (f) any exchange, release or nonperfection
                of any collateral, or any release, or amendment or waiver of or consent
                to
                departure from any guaranty or security, for all or any of the Obligations
                or (g) any other circumstance which might otherwise constitute a
                defense available to, or a discharge of, the undersigned. Any amounts
                due
                from the undersigned to Laurus shall bear interest until such amounts
                are
                paid in full at the highest rate then applicable to the Obligations.
                Obligations include post-petition interest whether or not allowed
                or
                allowable.

            


    

     

     

    
      
        
        

      

      
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      	3.      	
              Waivers.

            


    

     

    (a)  This
      Guaranty is a guaranty of payment and not of collection. Laurus shall be under
      no obligation to institute suit, exercise rights or remedies or take any other
      action against Debtor or any other person liable with respect to any of the
      Obligations or resort to any collateral security held by it to secure any of
      the
      Obligations as a condition precedent to the undersigned being obligated to
      perform as agreed herein and each of the Guarantors hereby waives any and all
      rights which it may have by statute or otherwise which would require Laurus
      to
      do any of the foregoing. The obligations of each Guarantor hereunder are
      independent of the Obligations and a separate action or actions may be brought
      and prosecuted against each Guarantor to enforce this Guaranty, irrespective
      of
      whether any action is brought against Debtor or whether Debtor is joined in
      any
      such action or actions. Each of the Guarantors further consents and agrees
      that
      Laurus shall be under no obligation to marshal any assets in favor of
      Guarantors, or against or in payment of any or all of the Obligations. The
      undersigned hereby waives all suretyship defenses and any rights to interpose
      any defense, counterclaim or offset of any nature and description which the
      undersigned may have or which may exist between and among Laurus, Debtor and/or
      the undersigned with respect to the undersigned’s obligations under this
      Guaranty, or which Debtor may assert on the underlying debt, including but
      not
      limited to failure of consideration, breach of warranty, fraud, payment (other
      than cash payment in full of the Obligations), statute of frauds, bankruptcy,
      infancy, statute of limitations, accord and satisfaction, and
      usury.

     

    (b)  Each
      of
      the undersigned further waives (i) notice of the acceptance of this
      Guaranty, of the making of any such loans or extensions of credit, and of all
      notices and demands of any kind to which the undersigned may be entitled,
      including, without limitation, notice of adverse change in Debtor’s financial
      condition or of any other fact which might materially increase the risk of
      the
      undersigned and (ii) presentment to or demand of payment from anyone
      whomsoever liable upon any of the Obligations, protest, notices of presentment,
      non-payment or protest and notice of any sale of collateral security or any
      default of any sort.

     

    (c)  Notwithstanding
      any payment or payments made by the undersigned hereunder, or any setoff or
      application of funds of the undersigned by Laurus, the undersigned shall not
      be
      entitled to be subrogated to any of the rights of Laurus against Debtor or
      against any collateral or guarantee or right of offset held by Laurus for the
      payment of the Obligations, nor shall the undersigned seek or be entitled to
      seek any contribution, indemnification or reimbursement from Debtor in respect
      of payments made by the undersigned hereunder, until all amounts owing to Laurus
      by Debtor on account of the Obligations are paid in full and Laurus’ obligation
      to extend credit pursuant to the Documents have been terminated. If,
      notwithstanding the foregoing, any amount shall be paid to the undersigned
      on
      account of such subrogation rights at any time when all of the Obligations
      shall
      not have been paid in full and Laurus’ obligation to extend credit pursuant to
      the Documents shall not have been terminated, such amount shall be held by
      the
      undersigned in trust for Laurus, segregated from other funds of the undersigned,
      and shall forthwith upon, and in any event within two (2) business days of,
      receipt by the undersigned, be turned over to Laurus in the exact form received
      by the undersigned (duly endorsed by the undersigned to Laurus, if required),
      to
      be applied against the Obligations, whether matured or unmatured, in such order
      as Laurus may determine, subject to the provisions of the Documents. Any and
      all
      present and future debts and obligations of Debtor to any of the undersigned
      are
      hereby waived and postponed in favor of, and subordinated to the full payment
      and performance of, all present and future debts and Obligations of Debtor
      to
      Laurus.

     

    
      
        
        

      

      
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      	4.      	
              Indemnity.
                As an original and independent obligation under this Guaranty each
                Guarantor shall:

            


    

     

    (a)  indemnify
      Laurus and keep Laurus indemnified against any cost, loss, expense or liability
      of whatever kind resulting from the failure by Debtor to make due and punctual
      payment of any of the Obligations or resulting from any of the Obligations
      being
      or becoming void, voidable, unenforceable or ineffective against Debtor
      (including, but without limitation, all legal and other costs, charges and
      expenses incurred by Laurus, in connection with preserving or enforcing, or
      attempting to preserve or enforce, its rights under this Guaranty); and


     

    (b)  pay
      on
      demand the amount of such cost, loss, expense or liability whether or not Laurus
      has attempted to enforce any rights against any Debtor or any other person
      or
      otherwise.

     

    
      	5.      	
              Security.
                All sums at any time to the credit of the undersigned and any property
                of
                the undersigned in Laurus’ possession or in the possession of any bank,
                financial institution or other entity that directly or indirectly,
                through
                one or more intermediaries, controls or is controlled by, or is under
                common control with, Laurus (each such entity, an “Affiliate”)
                shall be deemed held by Laurus or such Affiliate, as the case may
                be, as
                security for any and all of the undersigned’s obligations to Laurus and to
                any Affiliate of Laurus, no matter how or when arising and whether
                under
                this or any other instrument, agreement or otherwise.
                

            


    

     

    
      	6.      	
              Representations
                and Warranties.
                Each of the undersigned respectively, hereby jointly and severally
                represents and warrants (all of which representations and warranties
                shall
                survive until all Obligations are indefeasibly satisfied in full
                and the
                Documents have been irrevocably terminated),
                that:

            


    

     

    (a)  Corporate
      Status.
      It is a
      corporation, partnership or limited liability company, as the case may be,
      duly
      organized, validly existing and in good standing under the laws of its
      jurisdiction of organization indicated on the signature page hereof and has
      full
      power, authority and legal right to own its property and assets and to transact
      the business in which it is engaged.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    (b)  Authority
      and Execution.
      It has
      full power, authority and legal right to execute and deliver, and to perform
      its
      obligations under, this Guaranty and has taken all necessary corporate,
      partnership or limited liability company, as the case may be, action to
      authorize the execution, delivery and performance of this Guaranty.

     

    (c)  Legal,
      Valid and Binding Character.
      This
      Guaranty constitutes its legal, valid and binding obligation enforceable in
      accordance with its terms, except as enforceability may be limited by applicable
      bankruptcy, insolvency, reorganization, moratorium or other laws of general
      application affecting the enforcement of creditor’s rights and general
      principles of equity that restrict the availability of equitable or legal
      remedies. 

     

    (d)  Violations.
      The
      execution, delivery and performance of this Guaranty will not violate any
      requirement of law applicable to it or any contract, agreement or instrument
      to
      it is a party or by which it or any of its property is bound or result in the
      creation or imposition of any mortgage, lien or other encumbrance other than
      to
      Laurus on any of its property or assets pursuant to the provisions of any of
      the
      foregoing, which, in any of the foregoing cases, could reasonably be expected
      to
      have, either individually or in the aggregate, a Material Adverse
      Effect.

     

    (e)  Consents
      or Approvals.
      No
      consent of any other person or entity (including, without limitation, any
      creditor of the undersigned) and no consent, license, permit, approval or
      authorization of, exemption by, notice or report to, or registration, filing
      or
      declaration with, any governmental authority is required in connection with
      the
      execution, delivery, performance, validity or enforceability of this Guaranty
      by
      it, except to the extent that the failure to obtain any of the foregoing could
      not reasonably be expected to have, either individually or in the aggregate,
      a
      Material Adverse Effect.

     

    (f)  Litigation.
      Other
      than as set out in Schedule 6(f)
      hereto
      in relation to A.C. Technical Systems Ltd., no litigation, arbitration,
      investigation or administrative proceeding of or before any court, arbitrator
      or
      governmental authority, bureau or agency is currently pending or, to the best
      of
      its knowledge, threatened (i) with respect to this Guaranty or any of the
      transactions contemplated by this Guaranty or (ii) against or affecting it,
      or any of its property or assets, which, in each of the foregoing cases, if
      adversely determined, could reasonably be expected to have a Material Adverse
      Effect.

     

    (g)  Financial
      Benefit.
      It has
      derived or expects to derive a financial or other advantage from each and every
      loan, advance or extension of credit made under the Documents or other
      Obligation incurred by the Debtor to Laurus.

     

    
      	7.      	
              Acceleration.

            


    

     

    (a)  If
      any
      breach of any covenant or condition or other event of default shall occur and
      be
      continuing under any agreement made by Debtor or any of the undersigned to
      Laurus, or either Debtor or any of the undersigned should at any time become
      insolvent, or make a general assignment, or if a proceeding in or under any
      Insolvency Law shall be filed or commenced by, or in respect of, any of the
      undersigned, or if a notice of any lien, levy, or assessment is filed of record
      with respect to any assets of any of the undersigned by the United States of
      America or Canada, or any respective department, agency, or instrumentality
      of
      either country, or if any taxes or debts owing at any time or times hereafter
      to
      any one of them becomes a lien or encumbrance upon any assets of the undersigned
      in Laurus’ possession, or otherwise, any and all Obligations shall for purposes
      hereof, at Laurus’ option, be deemed due and payable without notice
      notwithstanding that any such Obligation is not then due and payable by
      Debtor.

     

    
      
        
        

      

      
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    (b)  Each
      of
      the undersigned will promptly notify Laurus of any default by such undersigned
      in its respective performance or observance of any term or condition of any
      agreement to which the undersigned is a party if the effect of such default
      is
      to cause, or permit the holder of any obligation under such agreement to cause,
      such obligation to become due prior to its stated maturity and, if such an
      event
      occurs, Laurus shall have the right to accelerate such undersigned’s obligations
      hereunder.

     

    
      	8.      	
              Payments
                from Guarantors.
                Laurus, in its sole and absolute discretion, with or without notice
                to the
                undersigned, may apply on account of the Obligations any payment
                from the
                undersigned or any other guarantors, or amounts realized from any
                security
                for the Obligations, or may deposit any and all such amounts realized
                in a
                non-interest bearing cash collateral deposit account to be maintained
                as
                security for the Obligations.

            


    

     

    
      	9.      	
              Tax
                Gross Up.
                Any and all payments by each Guarantor hereunder, and any amounts
                on
                account of interest or deemed interest, shall be made free and clear
                of
                and without deduction for any and all present or future taxes, levies,
                imposts, deductions, charges or withholdings, and all liabilities
                with
                respect thereto, excluding taxes imposed on net income or franchise
                taxes
                of Laurus by the jurisdiction in which such person is organized or
                has its
                principal office (all such non-excluded taxes, levies, imposts,
                deductions, charges withholdings and liabilities, collectively or
                individually, “Taxes”).
                If any Guarantor shall be required to deduct any Taxes from or in
                respect
                of any sum payable hereunder to Laurus, (i) the sum payable shall be
                increased by the amount (an “additional
                amount”)
                necessary so that after making all required deductions (including
                deductions applicable to additional sums payable under this Section
                9)
                Laurus shall receive an amount equal to the sum it would have received
                had
                no such deductions been made, (ii) such Guarantor shall make such
                deductions and (iii) such Guarantor shall pay the full amount
                deducted to the relevant governmental authority in accordance with
                applicable law.

            


    

     

    In
      addition, each Guarantor agrees to pay to the relevant governmental authority
      in
      accordance with applicable law any present or future stamp or documentary taxes
      or any other excise or property taxes, charges or similar levies that arise
      from
      any payment made hereunder or from the execution, delivery or registration
      of,
      or otherwise with respect to, this Guaranty (“Other
      Taxes”).
      Each
      Guarantor shall deliver to Laurus official receipts, if any, in respect of
      any
      Taxes or Other Taxes payable hereunder promptly after payment of such Taxes
      or
      Other Taxes or other evidence of payment reasonably acceptable to
      Laurus.

     

    Each
      Guarantor hereby indemnifies and agrees to hold Laurus harmless from and against
      Taxes and Other Taxes (including, without limitation, Taxes and Other Taxes
      imposed on any amounts payable under this Section 9) paid by such person,
      whether or not such Taxes or Other Taxes were correctly or legally asserted.
      Such indemnification shall be paid within ten (10) days from the date on which
      any such person makes written demand therefore specifying in reasonable detail
      the nature and amount of such Taxes or Other Taxes.

     

    
      
        
        

      

      
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      	10.    	
              Costs.
                The undersigned shall pay on demand, all costs, fees and expenses
                (including, without limitation, expenses for legal services of every
                kind)
                relating or incidental to the enforcement or protection of the rights
                of
                Laurus hereunder or under any of the
                Obligations.

            


    

     

    
      	11.    	
              No
                Termination.
                This is a continuing irrevocable guaranty and shall remain in full
                force
                and effect and be binding upon the undersigned, and each of the
                undersigned’s successors and assigns, until all of the Obligations have
                been paid in full and Laurus’ obligation to extend credit pursuant to the
                Documents has been irrevocably terminated. If any of the present
                or future
                Obligations are guaranteed by persons, partnerships or corporations
                in
                addition to the undersigned, the death, release or discharge in whole
                or
                in part or the bankruptcy, amalgamation, merger, consolidation,
                incorporation, liquidation or dissolution of one or more of them
                shall not
                discharge or affect the liabilities of any undersigned under this
                Guaranty.

            


    

     

    
      	12.    	
              Recapture.
                Anything in this Guaranty to the contrary notwithstanding, if Laurus
                receives any payment or payments on account of the liabilities guaranteed
                hereby, which payment or payments or any part thereof are subsequently
                invalidated, declared to be fraudulent or preferential, set aside
                and/or
                required to be repaid to a trustee, receiver, interim receiver or
                receiver
                and manager or any other party under any Insolvency Law, common law
                or
                equitable doctrine, then to the extent of any sum not finally retained
                by
                Laurus, the undersigned’s obligations to Laurus shall be reinstated and
                this Guaranty shall remain in full force and effect (or be reinstated)
                until payment shall have been made to Laurus, which payment shall
                be due
                on demand.

            


    

     

    
      	13.    	
              Books
                and Records.
                The books and records of Laurus showing the account between Laurus
                and
                Debtor shall be admissible in evidence in any action or proceeding,
                shall
                be binding upon the undersigned for the purpose of establishing the
                items
                therein set forth and shall constitute prima facie proof
                thereof.

            


    

     

    
      	14.    	
              No
                Waiver.
                No failure on the part of Laurus to exercise, and no delay in exercising,
                any right, remedy or power hereunder shall operate as a waiver thereof,
                nor shall any single or partial exercise by Laurus of any right,
                remedy or
                power hereunder preclude any other or future exercise of any other
                legal
                right, remedy or power. Each and every right, remedy and power hereby
                granted to Laurus or allowed it by law or other agreement shall be
                cumulative and not exclusive of any other, and may be exercised by
                Laurus
                at any time and from time to time.

            


    

     

    
      	15.    	
              Waiver
                of Jury Trial.
                EACH OF THE UNDERSIGNED DOES HEREBY KNOWINGLY, VOLUNTARILY AND
                INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING
                BASED ON OR WITH RESPECT TO THIS GUARANTY OR ANY OF THE TRANSACTIONS
                CONTEMPLATED HEREBY OR RELATING OR INCIDENTAL HERETO. THE UNDERSIGNED
                DOES
                HEREBY CERTIFY THAT NO REPRESENTATIVE OR AGENT OF LAURUS HAS REPRESENTED,
                EXPRESSLY OR OTHERWISE, THAT LAURUS WOULD NOT, IN THE EVENT OF LITIGATION,
                SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.
                

            


    

     

    
      
        
        

      

      
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      	16.    	
              Governing
                Law; Jurisdiction; Amendments.
                THIS INSTRUMENT CANNOT BE CHANGED OR TERMINATED ORALLY, AND SHALL
                BE
                GOVERNED, CONSTRUED AND INTERPRETED AS TO VALIDITY, ENFORCEMENT AND
                IN ALL
                OTHER RESPECTS IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF ONTARIO
                AND
                THE FEDERAL LAWS OF CANADA. EACH OF THE UNDERSIGNED EXPRESSLY CONSENTS
                TO
                THE JURISDICTION AND VENUE OF THE SUPREME COURT OF THE STATE OF NEW
                YORK,
                COUNTY OF NEW YORK, AND OF THE UNITED STATES DISTRICT COURT FOR THE
                SOUTHERN DISTRICT OF NEW YORK FOR ALL PURPOSES IN CONNECTION HEREWITH.
                ANY
                JUDICIAL PROCEEDING BY THE UNDERSIGNED AGAINST LAURUS INVOLVING,
                DIRECTLY
                OR INDIRECTLY ANY MATTER OR CLAIM IN ANY WAY ARISING OUT OF, RELATED
                TO OR
                CONNECTED HEREWITH SHALL BE BROUGHT ONLY IN THE SUPREME COURT OF
                THE STATE
                OF NEW YORK, COUNTY OF NEW YORK OR THE UNITED STATES DISTRICT COURT
                FOR
                THE SOUTHERN DISTRICT OF NEW YORK. THE UNDERSIGNED FURTHER CONSENTS
                THAT
                ANY SUMMONS, SUBPOENA OR OTHER PROCESS OR PAPERS (INCLUDING, WITHOUT
                LIMITATION, ANY NOTICE OR MOTION OR OTHER APPLICATION TO EITHER OF
                THE
                AFOREMENTIONED COURTS OR A JUDGE THEREOF) OR ANY NOTICE IN CONNECTION
                WITH
                ANY PROCEEDINGS HEREUNDER, MAY BE SERVED INSIDE OR OUTSIDE OF THE
                STATE OF
                NEW YORK OR THE SOUTHERN DISTRICT OF NEW YORK BY REGISTERED OR CERTIFIED
                MAIL, RETURN RECEIPT REQUESTED, OR BY PERSONAL SERVICE PROVIDED A
                REASONABLE TIME FOR APPEARANCE IS PERMITTED, OR IN SUCH OTHER MANNER
                AS
                MAY BE PERMISSIBLE UNDER THE RULES OF SAID COURTS. EACH OF THE UNDERSIGNED
                WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED
                HEREON AND SHALL NOT ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION
                OR
                VENUE OR BASED UPON FORUM NON
                CONVENIENS.

            


    

     

    
      	17.    	
              Judgment
                Currency.
                If, for the purpose of obtaining or enforcing judgment against any
                Guarantor in any court in any jurisdiction, it becomes necessary
                to
                convert into any other currency (such other currency being hereinafter
                in
                this section referred to as the “Judgment
                Currency”)
                an amount due under this Guaranty in any currency (the “Obligation
                Currency”)
                other than the Judgment Currency, the conversion shall be made at
                the rate
                of exchange prevailing on the business day immediately preceding
                (a) the date of actual payment of the amount due, in the case of any
                proceeding in the courts of New York or in the courts of any other
                jurisdiction that will give effect to such conversion being made
                on such
                date, or (b) the date on which the foreign court determines, in the
                case of any proceeding in the courts of any other jurisdiction (the
                applicable date as of which such conversion is made pursuant to this
                section being hereinafter in this section referred to as the “Judgment
                Conversion Date”).

            


    

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    If,
      in
      the case of any proceeding in the court of any jurisdiction referred to in
      the
      preceding paragraph, there is a change in the rate of exchange prevailing
      between the Judgment Conversion Date and the date of actual receipt of the
      amount due in immediately available funds, the Guarantor shall pay such
      additional amount (if any, but in any event not a lesser amount) as may be
      necessary to ensure that the amount actually received in the Judgment Currency,
      when converted at the rate of exchange prevailing on the date of payment, will
      produce the amount of the Obligation Currency which could have been purchased
      with the amount of the Judgment Currency stipulated in the judgment or judicial
      order at the rate of exchange prevailing on the Judgment Conversion Date. Any
      amount due from any Guarantor under this section shall be due as a separate
      debt
      and shall not be affected by judgment being obtained for any other amounts
      due
      under or in respect of this Guaranty.

     

    
      	18.    	
              Severability.
                To the extent permitted by applicable law, any provision of this
                Guaranty
                which is prohibited or unenforceable in any jurisdiction shall, as
                to such
                jurisdiction, be ineffective to the extent of such prohibition or
                unenforceability without invalidating the remaining provisions hereof,
                and
                any such prohibition or unenforceability in any jurisdiction shall
                not
                invalidate or render unenforceable such provision in any other
                jurisdiction.

            


    

     

    
      	19.    	
              Amendments,
                Waivers.
                No amendment or waiver of any provision of this Guaranty nor consent
                to
                any departure by the undersigned therefrom shall in any event be
                effective
                unless the same shall be in writing executed by each of the undersigned
                directly affected by such amendment and/or waiver and
                Laurus.

            


    

     

    
      	20.    	
              Notice.
                All notices, requests and demands to or upon the undersigned, shall
                be in
                writing and shall be deemed to have been duly given or made (a) when
                delivered, if by hand, (b) three (3) days after being sent, postage
                prepaid, if by registered or certified mail, (c) when confirmed
                electronically, if by facsimile, or (d) when delivered, if by a
                recognized overnight delivery service in each event, to the numbers
                and/or
                address set forth beneath the signature of the
                undersigned.

            


    

     

    
      	21.    	
              This
                Guaranty may be executed in any number of counterparts which shall,
                collectively and separately constitute one agreement. Any signature
                delivered by a party by facsimile transmission or by sending a scanned
                copy by electronic mail shall be deemed an original signature
                hereto.

            


    

     

    
      	22.    	
              Successors.
                Laurus may, from time to time, without notice to the undersigned,
                sell,
                assign, transfer or otherwise dispose of all or any part of the
                Obligations and/or rights under this Guaranty. Without limiting the
                generality of the foregoing, Laurus may assign, or grant participations
                to, one or more banks, financial institutions or other entities all
                or any
                part of any of the Obligations. In each such event, Laurus, its Affiliates
                and each and every immediate and successive purchaser, assignee,
                transferee or holder of all or any part of the Obligations shall
                have the
                right to enforce this Guaranty, by legal action or otherwise, for
                its own
                benefit as fully as if such purchaser, assignee, transferee or holder
                were
                herein by name specifically given such right. Laurus shall have an
                unimpaired right to enforce this Guaranty for its benefit with respect
                to
                that portion of the Obligations which Laurus has not disposed of,
                sold,
                assigned, or otherwise transferred.

            


    

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    
      	23.    	
              It
                is understood and agreed that any person or entity that desires to
                become
                a Guarantor hereunder, or is required to execute a counterpart of
                this
                Guaranty after the date hereof pursuant to the requirements of any
                Document, shall become Guarantor hereunder by (x) executing a joinder
                agreement in form and substance satisfactory to Laurus,
                (y) delivering supplements to such exhibits and annexes to such
                Documents as Laurus shall reasonably request and (z) taking all
                actions as specified in this Guaranty as would have been taken by
                such
                Guarantor had it been an original party to this Guaranty, in each
                case
                with all documents required above to be delivered to Laurus and with
                all
                documents and actions required above to be taken to the reasonable
                satisfaction of Laurus.

            


    

     

    
      	24.    	
              Release.
                Nothing except cash payment in full of the Obligations shall release
                any
                of the undersigned from liability under this
                Guaranty.

            


    

     

    
      	25.    	
              Limitation
                of Obligations under this Guaranty.
                Each Guarantor and Laurus (by its acceptance of the benefits of this
                Guaranty) hereby confirms that it is its intention that this Guaranty
                not
                constitute (i) a fraudulent transfer or conveyance for purposes of
                the Bankruptcy
                Code,
                the Uniform
                Fraudulent Conveyance Act
                or
                any similar federal, provincial or state law; or (ii) a preference or
                a preferential transfer for purposes of the BIA or under any other
                applicable bankruptcy, insolvency or similar law now or hereafter
                in
                effect in any bankruptcy, insolvency or similar proceeding with respect
                to
                Debtor. To effectuate the foregoing intention, each Guarantor which
                is
                subject to the Bankruptcy
                Code,
                the Uniform
                Fraudulent Conveyance Act
                or
                any similar US federal or state law and Laurus (by its acceptance
                of the
                benefits of this Guaranty) hereby irrevocably agrees that the Obligations
                guaranteed by such Guarantor shall be limited to such amount as will,
                after giving effect to such maximum amount and all other (contingent
                or
                otherwise) liabilities of such Guarantor that are relevant under
                such laws
                and after giving effect to any rights to contribution pursuant to
                any
                agreement providing for an equitable contribution among such Guarantor
                and
                the other Guarantors (including this Guaranty), result in the Obligations
                of such Guarantor under this Guaranty in respect of such maximum
                amount
                not constituting a fraudulent transfer or conveyance, preference
                or
                preferential transfer. 

            


    

     

    
      	26.    	
              Understanding
                With Respect to Waivers and Consents.
                Each Guarantor warrants and agrees that each of the waivers and consents
                set forth in this Guaranty is made voluntarily and unconditionally
                after
                consultation with outside legal counsel and with full knowledge of
                its
                significance and consequences, with the understanding that events
                giving
                rise to any defense or right waived may diminish, destroy or otherwise
                adversely affect rights which such Guarantor otherwise may have against
                the Debtor, Laurus or any other person or entity or against any
                collateral. If, notwithstanding the intent of the parties that the
                terms
                of this Guaranty shall control in any and all circumstances, any
                such
                waivers or consents are determined to be unenforceable under applicable
                law, such waivers and consents shall be effective to the maximum
                extent
                permitted by law.

            


    

     

    
      	27.    	
              Remedies
                Not Exclusive.
                The remedies conferred upon Laurus in this Guaranty are intended
                to be in
                addition to, and not in limitation of any other remedy or remedies
                available to Laurus under applicable law or
                otherwise.

            


    

     

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        -10-

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, this Guaranty has been executed by the undersigned this 31st
      day of December, 2005.

     

     CREATIVE
      VISTAS, INC. (Arizona)
       

      By:  
        /s/
        Dominic Burns

      
        

      

      
      

      Name:
        Dominic Burns

      Title:
        President

      Address:

       

      CANCABLE
        HOLDING CORP. (Delaware)

       

       

      By:  
        /s/
        Sayan
        Navaratnam

      
        

      

      
      

      Name:
        Sayan
        Navaratnam

      Title:
        Chairman and CEO

      Address:

       

       

      CANCABLE,
        INC. (Nevada)

       

       

      By:  
        /s/
        Ross
        Jepson

      
        

      

      
      

      Name:
        Ross Jepson

      Title:
        President

      Address:

       

       

      CREATIVE
        VISTAS ACQUISITION CORP. (Ontario)

       

       

      By:  
        /s/
        Sayan
        Navaratnam 
        
          

        

      

      Name:
        Sayan
        Navaratnam

      Title:
        President and Secretary

      Address:

       

       

      A.C.
        TECHNICAL SYSTEMS LTD. (Ontario)

       

       

      By: /s/
        Dominic Burns

      
        

      

      
      

      Name:
        Dominic Burns

      Title:
        President and Secretary

      Address:

       

       

      IVIEW
        DIGITAL VIDEO SOLUTIONS INC. (Canada)

       

       

      By:  
        /s/
        Sayan
        Navaratnam

      
        

      

      
      

      Name:
        Sayan
        Navaratnam

      Title:
        President

      Address:

       

    

    


    
      
        
        

      

      
        -11-