Exhibit 10.6

                              SUBSIDIARY GUARANTEE

      SUBSIDIARY GUARANTEE, dated as of __________, 200__ (this "Guarantee"),
made by each of the signatories hereto (together with any other entity that may
become a party hereto as provided herein, (the "Guarantors"), in favor of the
purchasers signatory (the "Purchasers") to that certain Securities Purchase
Agreement, dated as of December 27, 2005, between World Waste Technologies, a
California corporation (the "Company") and the Purchasers (the "Purchase
Agreement").

                              W I T N E S S E T H:

      WHEREAS, pursuant to the Purchase Agreement, the Company has agreed to
sell and issue to the Purchasers, and the Purchasers have agreed to purchase
from the Company the Company's Senior Secured Debentures, due [__________ ___,
200__ (the "Debentures"), subject to the terms and conditions set forth therein;
and

      WHEREAS, each Guarantor will directly benefit from the extension of credit
to the Company represented by the issuance of the Debentures; and

      NOW, THEREFORE, in consideration of the premises and to induce the
Purchasers to enter into the Purchase Agreement and to carry out the
transactions contemplated thereby, each Guarantor hereby agrees with the
Purchasers as follows:

      1. Definitions. Unless otherwise defined herein, terms defined in the
Purchase Agreement and used herein shall have the meanings given to them in the
Purchase Agreement. The words "hereof," "herein," "hereto" and "hereunder" and
words of similar import when used in this Guarantee shall refer to this
Guarantee as a whole and not to any particular provision of this Guarantee, and
Section and Schedule references are to this Guarantee unless otherwise
specified. The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms. The following
terms shall have the following meanings:

            "Guarantee" means this Subsidiary Guarantee, as the same may be
      amended, supplemented or otherwise modified from time to time.

            "Obligations" means the collective reference to all obligations and
      undertakings of the Company of whatever nature, monetary or otherwise,
      under the Debentures, the Purchase Agreement, the Security Agreement, the
      Warrants, the Registration Rights Agreement or any other future agreement
      or obligations undertaken by the Company to the Purchasers, together with
      all reasonable attorneys' fees, disbursements and all other costs and
      expenses of collection incurred by Purchasers in enforcing any of such
      Obligations and/or this Guarantee.


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<PAGE>

      2. Guarantee.

            (a) Guarantee.

                  (i) The Guarantors hereby, jointly and severally,
            unconditionally and irrevocably, guarantee to the Purchasers and
            their respective successors, indorsees, transferees and assigns, the
            prompt and complete payment and performance by the Company when due
            (whether at the stated maturity, by acceleration or otherwise) of
            the Obligations.

                  (ii) Anything herein or in any other Transaction Document to
            the contrary notwithstanding, the maximum liability of each
            Guarantor hereunder and under the other Transaction Documents shall
            in no event exceed the amount which can be guaranteed by such
            Guarantor under applicable federal and state laws, including laws
            relating to the insolvency of debtors, fraudulent conveyance or
            transfer or laws affecting the rights of creditors generally (after
            giving effect to the right of contribution established in Section
            2(b)).

                  (iii) Each Guarantor agrees that the Obligations may at any
            time and from time to time exceed the amount of the liability of
            such Guarantor hereunder without impairing the guarantee contained
            in this Section 2 or affecting the rights and remedies of the
            Purchasers hereunder.

                  (iv) The Guarantee contained in this Section 2 shall remain in
            full force and effect until all the Obligations and the obligations
            of each Guarantor under the Guarantee contained in this Section 2
            shall have been satisfied by payment in full.

                  (v) No payment made by the Company, any of the Guarantors, any
            other guarantor or any other Person or received or collected by the
            Purchasers from the Company, any of the Guarantors, any other
            guarantor or any other Person by virtue of any action or proceeding
            or any set-off or appropriation or application at any time or from
            time to time in reduction of or in payment of the Obligations shall
            be deemed to modify, reduce, release or otherwise affect the
            liability of any Guarantor hereunder which shall, notwithstanding
            any such payment (other than any payment made by such Guarantor in
            respect of the Obligations or any payment received or collected from
            such Guarantor in respect of the Obligations), remain liable for the
            Obligations up to the maximum liability of such Guarantor hereunder
            until the Obligations are paid in full.

                  (vi) Notwithstanding anything to the contrary in this
            Agreement, with respect to any defaulted non-monetary Obligations
            the specific performance of which by the Guarantors is not
            reasonably possible (e.g. the issuance of the Company's Common
            Stock), the Guarantors shall only be liable for making the
            Purchasers whole on a monetary basis for the Company's failure to
            perform such Obligations in accordance with the Transaction
            Documents.


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<PAGE>

            (b) Right of Contribution. Each Guarantor hereby agrees that to the
      extent that a Guarantor shall have paid more than its proportionate share
      of any payment made hereunder, such Guarantor shall be entitled to seek
      and receive contribution from and against any other Guarantor hereunder
      which has not paid its proportionate share of such payment. Each
      Guarantor's right of contribution shall be subject to the terms and
      conditions of Section 2(c). The provisions of this Section 2(b) shall in
      no respect limit the obligations and liabilities of any Guarantor to the
      Purchasers, and each Guarantor shall remain liable to the Purchasers for
      the full amount guaranteed by such Guarantor hereunder.

            (c) No Subrogation. Notwithstanding any payment made by any
      Guarantor hereunder or any set-off or application of funds of any
      Guarantor by the Purchasers, no Guarantor shall be entitled to be
      subrogated to any of the rights of the Purchasers against the Company or
      any other Guarantor or any collateral security or guarantee or right of
      offset held by the Purchasers for the payment of the Obligations, nor
      shall any Guarantor seek or be entitled to seek any contribution or
      reimbursement from the Company or any other Guarantor in respect of
      payments made by such Guarantor hereunder, until all amounts owing to the
      Purchasers by the Company on account of the Obligations are paid in full.
      If any amount shall be paid to any Guarantor on account of such
      subrogation rights at any time when all of the Obligations shall not have
      been paid in full, such amount shall be held by such Guarantor in trust
      for the Purchasers, segregated from other funds of such Guarantor, and
      shall, forthwith upon receipt by such Guarantor, be turned over to the
      Purchasers in the exact form received by such Guarantor (duly indorsed by
      such Guarantor to the Purchasers, if required), to be applied against the
      Obligations, whether matured or unmatured, in such order as the Purchasers
      may determine.

            (d) Amendments, Etc. With Respect to the Obligations. Each Guarantor
      shall remain obligated hereunder notwithstanding that, without any
      reservation of rights against any Guarantor and without notice to or
      further assent by any Guarantor, any demand for payment of any of the
      Obligations made by the Purchasers may be rescinded by the Purchasers and
      any of the Obligations continued, and the Obligations, or the liability of
      any other Person upon or for any part thereof, or any collateral security
      or guarantee therefor or right of offset with respect thereto, may, from
      time to time, in whole or in part, be renewed, extended, amended,
      modified, accelerated, compromised, waived, surrendered or released by the
      Purchasers, and the Purchase Agreement and the other Transaction Documents
      and any other documents executed and delivered in connection therewith may
      be amended, modified, supplemented or terminated, in whole or in part, as
      the Purchasers may deem advisable from time to time, and any collateral
      security, guarantee or right of offset at any time held by the Purchasers
      for the payment of the Obligations may be sold, exchanged, waived,
      surrendered or released. The Purchasers shall have no obligation to
      protect, secure, perfect or insure any Lien at any time held by them as
      security for the Obligations or for the guarantee contained in this
      Section 2 or any property subject thereto.


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<PAGE>

            (e) Guarantee Absolute and Unconditional. Each Guarantor waives any
      and all notice of the creation, renewal, extension or accrual of any of
      the Obligations and notice of or proof of reliance by the Purchasers upon
      the guarantee contained in this Section 2 or acceptance of the guarantee
      contained in this Section 2; the Obligations, and any of them, shall
      conclusively be deemed to have been created, contracted or incurred, or
      renewed, extended, amended or waived, in reliance upon the guarantee
      contained in this Section 2; and all dealings between the Company and any
      of the Guarantors, on the one hand, and the Purchasers, on the other hand,
      likewise shall be conclusively presumed to have been had or consummated in
      reliance upon the guarantee contained in this Section 2. Each Guarantor
      waives to the extent permitted by law diligence, presentment, protest,
      demand for payment and notice of default or nonpayment to or upon the
      Company or any of the Guarantors with respect to the Obligations. Each
      Guarantor understands and agrees that the guarantee contained in this
      Section 2 shall be construed as a continuing, absolute and unconditional
      guarantee of payment without regard to (a) the validity or enforceability
      of the Purchase Agreement or any other Transaction Document, any of the
      Obligations or any other collateral security therefor or guarantee or
      right of offset with respect thereto at any time or from time to time held
      by the Purchasers, (b) any defense, set-off or counterclaim (other than a
      defense of payment or performance or fraud or misconduct by Purchasers)
      which may at any time be available to or be asserted by the Company or any
      other Person against the Purchasers, or (c) any other circumstance
      whatsoever (with or without notice to or knowledge of the Company or such
      Guarantor) which constitutes, or might be construed to constitute, an
      equitable or legal discharge of the Company for the Obligations, or of
      such Guarantor under the guarantee contained in this Section 2, in
      bankruptcy or in any other instance. When making any demand hereunder or
      otherwise pursuing its rights and remedies hereunder against any
      Guarantor, the Purchasers may, but shall be under no obligation to, make a
      similar demand on or otherwise pursue such rights and remedies as they may
      have against the Company, any other Guarantor or any other Person or
      against any collateral security or guarantee for the Obligations or any
      right of offset with respect thereto, and any failure by the Purchasers to
      make any such demand, to pursue such other rights or remedies or to
      collect any payments from the Company, any other Guarantor or any other
      Person or to realize upon any such collateral security or guarantee or to
      exercise any such right of offset, or any release of the Company, any
      other Guarantor or any other Person or any such collateral security,
      guarantee or right of offset, shall not relieve any Guarantor of any
      obligation or liability hereunder, and shall not impair or affect the
      rights and remedies, whether express, implied or available as a matter of
      law, of the Purchasers against any Guarantor. For the purposes hereof,
      "demand" shall include the commencement and continuance of any legal
      proceedings.


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<PAGE>

            (f) Reinstatement. The guarantee contained in this Section 2 shall
      continue to be effective, or be reinstated, as the case may be, if at any
      time payment, or any part thereof, of any of the Obligations is rescinded
      or must otherwise be restored or returned by the Purchasers upon the
      insolvency, bankruptcy, dissolution, liquidation or reorganization of the
      Company or any Guarantor, or upon or as a result of the appointment of a
      receiver, intervenor or conservator of, or trustee or similar officer for,
      the Company or any Guarantor or any substantial part of its property, or
      otherwise, all as though such payments had not been made.

            (g) Payments. Each Guarantor hereby guarantees that payments
      hereunder will be paid to the Purchasers without set-off or counterclaim
      in U.S. dollars at the address set forth or referred to in the Purchase
      Agreement.

      3. Representations and Warranties. Except as set forth under the
corresponding section of the disclosure schedules delivered to the Purchasers
concurrently herewith (the "Disclosure Schedules") which Disclosure Schedules
shall be deemed a part hereof, each Guarantor hereby makes the following
representations and warranties to Purchasers as of the date hereof:

            (a) Organization and Qualification. The Guarantor is a corporation,
      duly incorporated, validly existing and in good standing under the laws of
      the applicable jurisdiction set forth on Schedule 1, with the requisite
      corporate power and authority to own and use its properties and assets and
      to carry on its business as currently conducted. The Guarantor has no
      subsidiaries other than those identified as such on the Disclosure
      Schedules to the Purchase Agreement. The Guarantor is duly qualified to do
      business and is in good standing as a foreign corporation in each
      jurisdiction in which the nature of the business conducted or property
      owned by it makes such qualification necessary, except where the failure
      to be so qualified or in good standing, as the case may be, could not,
      individually or in the aggregate, (x) adversely affect the legality,
      validity or enforceability of any of this Guaranty in any material
      respect, (y) have a material adverse effect on the results of operations,
      assets, prospects, or financial condition of the Guarantor or (z)
      adversely impair in any material respect the Guarantor's ability to
      perform fully on a timely basis its obligations under this Guaranty (a
      "Material Adverse Effect").

            (b) Authorization; Enforcement. The Guarantor has the requisite
      corporate power and authority to enter into and to consummate the
      transactions contemplated by this Guaranty, and otherwise to carry out its
      obligations hereunder. The execution and delivery of this Guaranty by the
      Guarantor and the consummation by it of the transactions contemplated
      hereby have been duly authorized by all requisite corporate action on the
      part of the Guarantor. This Guaranty has been duly executed and delivered
      by the Guarantor and constitutes the valid and binding obligation of the
      Guarantor enforceable against the Guarantor in accordance with its terms,
      except as such enforceability may be limited by applicable bankruptcy,
      insolvency, reorganization, moratorium, liquidation or similar laws
      relating to, or affecting generally the enforcement of, creditors' rights
      and remedies or by other equitable principles of general application.


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<PAGE>

            (c) No Conflicts. The execution, delivery and performance of this
      Guaranty by the Guarantor and the consummation by the Guarantor of the
      transactions contemplated thereby do not and will not (i) conflict with or
      violate any provision of its Certificate of Incorporation or By-laws or
      (ii) conflict with, constitute a default (or an event which with notice or
      lapse of time or both would become a default) under, or give to others any
      rights of termination, amendment, acceleration or cancellation of, any
      agreement, indenture or instrument to which the Guarantor is a party, or
      (iii) result in a violation of any law, rule, regulation, order, judgment,
      injunction, decree or other restriction of any court or governmental
      authority to which the Guarantor is subject (including Federal and state
      securities laws and regulations), or by which any material property or
      asset of the Guarantor is bound or affected, except in the case of each of
      clauses (ii) and (iii), such conflicts, defaults, terminations,
      amendments, accelerations, cancellations and violations as could not,
      individually or in the aggregate, have or result in a Material Adverse
      Effect. The business of the Guarantor is not being conducted in violation
      of any law, ordinance or regulation of any governmental authority, except
      for violations which, individually or in the aggregate, do not have a
      Material Adverse Effect.

            (d) Consents and Approvals. The Guarantor is not required to obtain
      any consent, waiver, authorization or order of, or make any filing or
      registration with, any court or other federal, state, local, foreign or
      other governmental authority or other person in connection with the
      execution, delivery and performance by the Guarantor of this Guaranty.

            (e) Purchase Agreement. The representations and warranties of the
      Company set forth in the Purchase Agreement as they relate to such
      Guarantor, each of which is hereby incorporated herein by reference, are
      true and correct as of each time such representations are deemed to be
      made pursuant to such Purchase Agreement, and the Purchasers shall be
      entitled to rely on each of them as if they were fully set forth herein,
      provided, that each reference in each such representation and warranty to
      the Company's knowledge shall, for the purposes of this Section 3, be
      deemed to be a reference to such Guarantor's knowledge.

            (f) Foreign Law. Each Guarantor has consulted with appropriate
      foreign legal counsel with respect to any of the above representations for
      which non-U.S. law is applicable. Such foreign counsel have advised each
      applicable Guarantor that such counsel knows of no reason why any of the
      above representations would not be true and accurate. Such foreign counsel
      were provided with copies of this Subsidiary Guarantee and the Transaction
      Documents prior to rendering their advice.


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<PAGE>

      4. Covenants.

            (a) Each Guarantor covenants and agrees with the Purchasers that,
      from and after the date of this Guarantee until the Obligations shall have
      been paid in full, such Guarantor shall take, and/or shall refrain from
      taking, as the case may be, each commercially reasonable action that is
      necessary to be taken or not taken, as the case may be, so that no Event
      of Default is caused by the failure to take such action or to refrain from
      taking such action by such Guarantor.

            (b) So long as any of the Obligations are outstanding, each
      Guarantor will not directly or indirectly on or after the date of this
      Guarantee:

                  i. other than Permitted Indebtedness (as defined in the
            Debentures), enter into, create, incur, assume, guarantee or suffer
            to exist any indebtedness for borrowed money of any kind, including
            but not limited to, a guarantee, on or with respect to any of its
            property or assets now owned or hereafter acquired or any interest
            therein or any income or profits therefrom;

                  ii. other than Permitted Liens (as defined in the Debentures),
            enter into, create, incur, assume or suffer to exist any liens of
            any kind, on or with respect to any of its property or assets now
            owned or hereafter acquired or any interest therein or any income or
            profits therefrom;

                  iii. amend its certificate of incorporation, bylaws or other
            charter documents so as to materially and adversely affect any
            rights of the Purchasers;

                  iv. repay, repurchase or otherwise acquire shares of its
            Common Stock or Common Stock Equivalents other than repurchases of
            shares of Common Stock or other equity securities of departing
            officers and directors of the Company; provided such repurchases
            shall not exceed $130,000, in the aggregate, for all officers and
            directors during the time that this Agreement is in effect;

                  v. enter into any agreement with respect to any of the
            foregoing; or

                  vi. pay cash dividends or cash distributions on any equity
            securities of the Company.

      5. Miscellaneous.


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<PAGE>

            (a) Amendments in Writing. None of the terms or provisions of this
      Guarantee may be waived, amended, supplemented or otherwise modified
      except in writing by the Qualified Purchasers.

            (b) Notices. All notices, requests and demands to or upon the
      Purchasers or any Guarantor hereunder shall be effected in the manner
      provided for in the Purchase Agreement; provided that any such notice,
      request or demand to or upon any Guarantor shall be addressed to such
      Guarantor at its notice address set forth on Schedule 5(b).

            (c) No Waiver By Course Of Conduct; Cumulative Remedies. The
      Purchasers shall not by any act (except by a written instrument pursuant
      to Section 5(a)), delay, indulgence, omission or otherwise be deemed to
      have waived any right or remedy hereunder or to have acquiesced in any
      default under the Transaction Documents or Event of Default. No failure to
      exercise, nor any delay in exercising, on the part of the Purchasers, any
      right, power or privilege hereunder shall operate as a waiver thereof. No
      single or partial exercise of any right, power or privilege hereunder
      shall preclude any other or further exercise thereof or the exercise of
      any other right, power or privilege. A waiver by the Purchasers of any
      right or remedy hereunder on any one occasion shall not be construed as a
      bar to any right or remedy which the Purchasers would otherwise have on
      any future occasion. The rights and remedies herein provided are
      cumulative, may be exercised singly or concurrently and are not exclusive
      of any other rights or remedies provided by law.

            (d) Enforcement Expenses; Indemnification.

                  (i) Each Guarantor agrees to pay, or reimburse the Purchasers
            for, all its costs and expenses incurred in collecting against such
            Guarantor under the guarantee contained in Section 2 or otherwise
            enforcing or preserving any rights under this Guarantee and the
            other Transaction Documents to which such Guarantor is a party,
            including, without limitation, the reasonable fees and disbursements
            of counsel to the Purchasers.

                  (ii) Each Guarantor agrees to pay, and to save the Purchasers
            harmless from, any and all liabilities with respect to, or resulting
            from any delay in paying, any and all stamp, excise, sales or other
            taxes which may be payable or determined to be payable in connection
            with any of the transactions contemplated by this Guarantee.

                  (iii) Each Guarantor agrees to pay, and to save the Purchasers
            harmless from, any and all liabilities, obligations, losses,
            damages, penalties, actions, judgments, suits, costs, expenses or
            disbursements of any kind or nature whatsoever with respect to the
            execution, delivery, enforcement, performance and administration of
            this Guarantee to the extent the Company would be required to do so
            pursuant to the Purchase Agreement.


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<PAGE>

                  (iv) The agreements in this Section shall survive repayment of
            the Obligations and all other amounts payable under the Purchase
            Agreement and the other Transaction Documents.

            (e) Successor and Assigns. This Guarantee shall be binding upon the
      successors and assigns of each Guarantor and shall inure to the benefit of
      the Purchasers and their respective successors and assigns; provided that
      no Guarantor may assign, transfer or delegate any of its rights or
      obligations under this Guarantee without the prior written consent of the
      Qualified Purchasers.

            (f) Set-Off. Each Guarantor hereby irrevocably authorizes the
      Purchasers at any time and from time to time while an Event of Default
      under any of the Transaction Documents shall have occurred and be
      continuing, without notice to such Guarantor or any other Guarantor, any
      such notice being expressly waived by each Guarantor, to set-off and
      appropriate and apply any and all deposits, credits, indebtedness or
      claims, in any currency, in each case whether direct or indirect, absolute
      or contingent, matured or unmatured, at any time held or owing by the
      Purchasers to or for the credit or the account of such Guarantor, or any
      part thereof in such amounts as the Purchasers may elect, against and on
      account of the obligations and liabilities of such Guarantor to the
      Purchasers hereunder and claims of every nature and description of the
      Purchasers against such Guarantor, in any currency, whether arising
      hereunder, under the Purchase Agreement, any other Transaction Document or
      otherwise, as the Purchasers may elect, whether or not the Purchasers have
      made any demand for payment and although such obligations, liabilities and
      claims may be contingent or unmatured. The Purchasers shall notify such
      Guarantor promptly of any such set-off and the application made by the
      Purchasers of the proceeds thereof, provided that the failure to give such
      notice shall not affect the validity of such set-off and application. The
      rights of the Purchasers under this Section are in addition to other
      rights and remedies (including, without limitation, other rights of
      set-off) which the Purchasers may have.

            (g) Counterparts. This Guarantee may be executed by one or more of
      the parties to this Guarantee on any number of separate counterparts
      (including by telecopy), and all of said counterparts taken together shall
      be deemed to constitute one and the same instrument.

            (h) Severability. Any provision of this Guarantee 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.


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<PAGE>

            (i) Section Headings. The Section headings used in this Guarantee
      are for convenience of reference only and are not to affect the
      construction hereof or be taken into consideration in the interpretation
      hereof.

            (j) Integration. This Guarantee and the other Transaction Documents
      represent the agreement of the Guarantors and the Purchasers with respect
      to the subject matter hereof and thereof, and there are no promises,
      undertakings, representations or warranties by the Purchasers relative to
      subject matter hereof and thereof not expressly set forth or referred to
      herein or in the other Transaction Documents.

            (k) Governing Law. THIS GUARANTEE SHALL BE GOVERNED BY, AND
      CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
      YORK WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAWS.

            (l) Submission to Jurisdictional; Waiver. Each Guarantor hereby
      irrevocably and unconditionally:

                  (i) submits for itself and its property in any legal action or
            proceeding relating to this Guarantee and the other Transaction
            Documents to which it is a party, or for recognition and enforcement
            of any judgment in respect thereof, to the non-exclusive general
            jurisdiction of the Courts of the State of New York, located in New
            York County, New York, the courts of the United States of America
            for the Southern District of New York, and appellate courts from any
            thereof;

                  (ii) consents that any such action or proceeding may be
            brought in such courts and waives any objection that it may now or
            hereafter have to the venue of any such action or proceeding in any
            such court or that such action or proceeding was brought in an
            inconvenient court and agrees not to plead or claim the same;

                  (iii) agrees that service of process in any such action or
            proceeding may be effected by mailing a copy thereof by registered
            or certified mail (or any substantially similar form of mail),
            postage prepaid, to such Guarantor at its address referred to in the
            Purchase Agreement or at such other address of which the Purchasers
            shall have been notified pursuant thereto;

                  (iv) agrees that nothing herein shall affect the right to
            effect service of process in any other manner permitted by law or
            shall limit the right to sue in any other jurisdiction; and


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<PAGE>

                  (v) waives, to the maximum extent not prohibited by law, any
            right it may have to claim or recover in any legal action or
            proceeding referred to in this Section any special, exemplary,
            punitive or consequential damages.

            (m) Acknowledgements. Each Guarantor hereby acknowledges that:

                  (i) it has been advised by counsel in the negotiation,
            execution and delivery of this Guarantee and the other Transaction
            Documents to which it is a party;

                  (ii) the Purchasers have no fiduciary relationship with or
            duty to any Guarantor arising out of or in connection with this
            Guarantee or any of the other Transaction Documents, and the
            relationship between the Guarantors, on the one hand, and the
            Purchasers, on the other hand, in connection herewith or therewith
            is solely that of debtor and creditor; and

                  (iii) no joint venture is created hereby or by the other
            Transaction Documents or otherwise exists by virtue of the
            transactions contemplated hereby among the Guarantors and the
            Purchasers.

            (n) Additional Guarantors. The Company shall cause each of its
      subsidiaries formed or acquired on or subsequent to the date hereof to
      become a Guarantor for all purposes of this Guarantee by executing and
      delivering an Assumption Agreement in the form of Annex 1 hereto.

            (o) Release of Guarantors. Subject to Section 2.6, each Guarantor
      will be released from all liability hereunder concurrently with the
      repayment in full of all amounts owed under the Purchase Agreement, the
      Debentures and the other Transaction Documents.

            (p) Seniority. The Obligations of each of the Guarantors hereunder
      rank senior in priority to any other unsecured Debt (as defined in the
      Debentures) of such Guarantor.

            (q) Waiver of Jury Trial. EACH GUARANTOR AND, BY ACCEPTANCE OF THE
      BENEFITS HEREOF, THE PURCHASERS, HEREBY IRREVOCABLY AND UNCONDITIONALLY
      WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
      GUARANTEE AND FOR ANY COUNTERCLAIM THEREIN.


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<PAGE>

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

            [SUBSIDIARY]

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


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<PAGE>

                                   Annex 1 to
                              SUBSIDIARY GUARANTEE

ASSUMPTION AGREEMENT, dated as of ____ __, ______ made by
______________________________, a ______________ corporation (the "Additional
Guarantor"), in favor of the Purchasers pursuant to the Purchase Agreement
referred to below. All capitalized terms not defined herein shall have the
meaning ascribed to them in such Purchase Agreement.

                              W I T N E S S E T H :

      WHEREAS, [COMPANY], a Delaware corporation (the "Company") and the
Purchasers have entered into a Securities Purchase Agreement, dated as of
December ___, 2005 (as amended, supplemented or otherwise modified from time to
time, the "Purchase Agreement");

      WHEREAS, in connection with the Purchase Agreement, the Company and its
Subsidiaries (other than the Additional Guarantor) have entered into the
Subsidiary Guarantee, dated as of [______________ ____, 200__ (as amended,
supplemented or otherwise modified from time to time, the "Guarantee") in favor
of the Purchasers;

      WHEREAS, the Purchase Agreement requires the Additional Guarantor to
become a party to the Guarantee; and

      WHEREAS, the Additional Guarantor has agreed to execute and deliver this
Assumption Agreement in order to become a party to the Guarantee;

                          NOW, THEREFORE, IT IS AGREED:

      1. Guarantee. By executing and delivering this Assumption Agreement, the
Additional Guarantor, as provided in Section 5.14 of the Guarantee, hereby
becomes a party to the Guarantee as a Guarantor thereunder with the same force
and effect as if originally named therein as a Guarantor and, without limiting
the generality of the foregoing, hereby expressly assumes all obligations and
liabilities of a Guarantor thereunder. The information set forth in Annex 1-A
hereto is hereby added to the information set forth in Schedule 1 to the
Guarantee. The Additional Guarantor hereby represents and warrants that each of
the representations and warranties contained in Section 3 of the Guarantee is
true and correct on and as the date hereof as to such Additional Guarantor
(after giving effect to this Assumption Agreement) as if made on and as of such
date.

      2. Governing Law. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


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<PAGE>

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

                              [ADDITIONALGUARANTOR]


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


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