EXHIBIT 10.4

                               GUARANTY AGREEMENT

      THIS  GUARANTY  AGREEMENT,   dated  as  of  October  12,  2005,  by  Uluru
Acquisition   Corp.  a  Nevada   corporation  (the  "Guarantor")  in  favor  the
undersigned  Buyers  listed on  Schedule I attached  hereto  (collectively,  the
"Buyer").

                                   WITNESSETH:

      WHEREAS,  the Guarantor is a wholly owned  subsidiary of Oxford  Ventures,
Inc., a Nevada corporation ("Oxford");

      WHEREAS,  Oxford,  the Guarantor,  and Uluru,  Inc. (the  "Company")  have
agreed upon the terms and conditions of a merger and related  trasnactions  (the
"Merger"), as set forth in the Term Sheet attached hereto as Exhibit A;

      WHEREAS,  simultaneusly  herewith Oxford and the Buyer have entered into a
Securities  Purchase Agreement  ("Securities  Purchase  Agreement")  pursuant to
which Oxford shall issue and the Buyer shall purchase Convertible  Debentures in
an amount up to $15,000,000 (the "Debentures");

      WHEREAS, to induce the Buyer to purchase the Debentures the Guarantor will
guarantee the repayment of the Debentures to the Buyer; and

      WHEREAS,  to secure the  Obligations  of the  Guarantor to the Buyer,  the
parties hereto have entered into that certain  Security  Agreement,  dated as of
the date  hereof  (the  "Security  Agreement")  pursuant  to which,  among other
things,  the  Guarantor  grants to the Buyer a security  interest  in and to the
Pledged Property (as defined in the Security Agreement).

      NOW, THEREFORE, in consideration of the promises and the agreements herein
and in order to induce  the Buyer to  purchase  the  Debentures,  the  Guarantor
hereby agrees with the Buyer as follows:

      Section 1. Definitions.  All terms used in this Guaranty which are defined
in the Debentures and not otherwise  defined herein shall have the same meanings
herein as set forth in the Debentures.

      Section 2. Guaranty.

            (a)   The  Guarantor   does  hereby   irrevocably,   absolutely  and
unconditionally  guaranty  the prompt  payment  by  Oxford,  as and when due and
payable  (whether   maturity,   Scheduled  Payment,   acceleration,   demand  or
otherwise),  of all of the obligations  (collectively,  the "Obligations")  from
time to time  owing by Oxford to the Buyer  under the  Debentures,  whether  for
principal,  interest (including,  without limitation,  all interest that accrues
after the  commencement  of any  insolvency  proceeding  with respect to Oxford,
whether or not a claim for post-filing  interest is allowed in such proceeding),
fees, commissions,  expense reimbursements,  indemnifications or otherwise,  and


<PAGE>

whether  accruing  before or subsequent to the  commencement  of any  insolvency
proceeding  with  respect  to  Oxford  (notwithstanding  the  operation  of  the
automatic stay under Section 362(a) of the U.S.  Bankruptcy  Code),  and the due
performance  and observance by Oxford of its other  Obligations now or hereafter
existing in respect of the Debentures (the "Guaranteed Obligations"),

            (b)   The  Guarantor  does hereby agrees to pay any and all expenses
(including  counsel fees and  expenses)  incurred by the Buyer in enforcing  any
rights under this  Guaranty.  Without  limiting the generality of the foregoing,
the  Guarantor's  liability  shall extend to all amounts that constitute part of
the  Guaranteed  Obligations  and would be owed by Oxford to the Buyer under the
Debentures but for the fact that they are  unenforceable or not allowable due to
the existence of a bankruptcy,  reorganization or similar  proceeding  involving
Oxford or any Guarantor.

      Section 3. Guaranty Absolute; Continuing Guaranty; Assignments.

            (a)   The   Guarantor   hereby   guarantees   that  the   Guaranteed
Obligations  will  be  paid  strictly  in  accordance  with  the  terms  of  the
Debentures,  regardless  of any law,  regulation  or order now or  hereafter  in
effect in any  jurisdiction  affecting  any of such  terms or the  rights of the
Buyer with respect thereto. The Guarantor agrees that its guarantee  constitutes
a guaranty of payment of the  Obligations  and not of collection  and waives any
right to  require  that any resort be made by the Buyer to any  collateral.  The
Obligation  of  the  Guarantor  under  this  Guaranty  are  independent  of  the
Obligation under the Debentures, and a separate action or actions may be brought
and prosecuted  against the Guarantor to enforce this Guaranty,  irrespective of
whether any action is brought  against Oxford or the Guarantor or whether Oxford
or the  Guarantor is joined in any such action or actions.  The liability of the
Guarantor under this Guaranty shall be irrevocable,  absolute and  unconditional
irrespective of, and the Guarantor hereby irrevocably waives any defenses it may
now or hereafter have in any way relating to, any or all of the following:

                  (i)   any lack of validity or enforceability of the Debentures
or any agreement or instrument relating thereto;

                  (ii)  any change in the time,  manner or place of payment  of,
or in any other term in respect of, all or any of the Guaranteed Obligation,  or
any  other  amendment  or  waiver  of or  any  consent  to  departure  from  the
Debentures,  provided,  however,  the  Guarantor  shall not be liable under this
Guarantee as a result of any increase in the  Guaranteed  Obligations  resulting
from the extension of additional credit to Oxford or the Guarantor or otherwise;

                  (iii) any taking,  exchange,  release or non-perfection of any
collateral,  or any  taking,  release  or  amendment  or waiver of or consent to
departure from any other guaranty, for all or any of the Guaranteed Obligations;

                  (iv)  the  existence of any claim,  set-off,  defense or other
right  that the  Guarantor  may have  against  any  Person,  including,  without
limitation, the Buyer;


                                       2
<PAGE>

                  (v)   any  change,   restructuring   or   termination  of  the
corporate,  limited liability  company or partnership  structure or existence of
the Buyer; or

                  (vi)  any  other   circumstance   (including  any  statute  of
limitations) or any existence of or reliance on any  representation by the Buyer
that might  otherwise  constitute  a defense  available  to, or a discharge  of,
Oxford or the Guarantor or surety.

            (b)   This Guaranty shall continue to be effective or be reinstated,
as the  case  may  be,  if at any  time  any  payment  of any of the  Guaranteed
Obligation is rescinded or must  otherwise be returned by the Buyer or any other
Person upon the insolvency, bankruptcy or reorganization of Oxford or otherwise,
all as though such payment had not been made.

            (c)   This Guaranty is a continuing guaranty and shall (i) remain in
full force and effect until the payment in full,  whether in cash or securities,
as the case may be, of the Guaranteed  Obligation and all other amounts  payable
under this Guaranty,  shall (ii) be binding upon the  Guarantor,  its successors
and assigns and (iii)  inure to the benefit of and be  enforceable  by the Buyer
and its  successors,  pledgees,  transferees and assigns.  Without  limiting the
generality  of the  foregoing  clause  (iii),  the Buyer may  pledge,  assign or
otherwise  transfer all or any portion of its rights under the Debentures to any
other Person,  and such other Person shall thereupon  become vested with all the
benefits in respect  thereof  granted to such the Buyer herein or otherwise,  in
each case as provided in the Debentures.

      Section 4.  Waivers.  The  Guarantor  hereby  waives,  to the full  extent
permitted  by  applicable  law, (i)  promptness  and  diligence;  (ii) notice of
acceptance  and  notice of the  incurrence  of any  Obligation  by Oxford or the
Guarantor;  (iii) notice of any actions taken by the Buyer under the  Debentures
or any other agreement or instrument  related  thereto;  (iv) all other notices,
demands and protests, and all other formalities of every kind in connection with
the  enforcement  of the  Obligation  or of  the  Obligation  of  the  Guarantor
hereunder,  the omission of or delay in which,  but for the  provisions  of this
Section  4,  might  constitute  grounds  for  relieving  the  Guarantor  of  its
Obligation  hereunder;  (v) any  right to  compel  or  direct  the Buyer to seek
payment  or  recovery  of any  amounts  owed under  this  Guaranty  from any one
particular fund or source; (vi) any requirement that the Buyer protect,  secure,
perfect or insure any  security  interest or security  interest or any  property
subject  thereto or exhaust  any right or take any action  against  Oxford,  any
other  Guarantor  or any  other  Person or any  collateral;  and (vii) any other
defense  available to the  Guarantor.  The Guarantor  acknowledges  that it will
receive   direct  and  indirect   benefits  from  the   financing   arrangements
contemplated herein and that the waiver set forth in this Section 4 is knowingly
made in contemplation of such benefits. The Guarantor hereby waives any right to
revoke this  Guaranty,  and  acknowledges  that this  Guaranty is  continuing in
nature and applies to all Guaranteed Obligations, whether existing now or in the
future.

      Section 5. Subrogation.

            (a)   Until the final payment in cash and securities pursuant to the
terms of the Debentures and performance in full of all of the  Obligations,  the
Guarantor  shall not exercise any rights  against  Oxford arising as a result of


                                       3
<PAGE>

payment   by  Oxford  by  way  of   subrogation,   reimbursement,   restitution,
contribution or otherwise,  and will not prove any claim in competition with the
Buyer in respect of any payment  hereunder in any  insolvency  proceedings;  the
Guarantor will not claim any set-off,  recoupment or counterclaim against Oxford
in respect of any  liability of the  Guarantor to Oxford;  and the Guarantor and
Oxford  waive any  benefit  of and any right to  participate  in any  collateral
security which may be held by the Buyer.

            (b)   The  payment  of  any   amounts   due  with   respect  to  any
indebtedness  of Oxford or the Guarantor for money  borrowed or credit  received
now or  hereafter  owed to the  Guarantor  is hereby  subordinated  to the prior
payment in full of all of the Obligations.  The Guarantor agrees that, after the
occurrence  of  any  default  in  the  payment  or  performance  of  any  of the
Obligations,  the  Guarantor  will not demand,  sue for or otherwise  attempt to
collect  any such  indebtedness  of  Oxford  to the  Guarantor  until all of the
Obligations  shall have been paid in full.  If,  notwithstanding  the  foregoing
sentence, the Guarantor shall collect, enforce or receive any amounts in respect
of such indebtedness while any Obligations are still  outstanding,  such amounts
shall be  collected,  enforced and received by the  Guarantor as trustee for the
Buyer and be paid over to the  Buyer,  on  account  of the  Obligations  without
affecting  in  any  manner  the  liability  of the  Guarantor  under  the  other
provisions of this Guaranty.

      Section 6. Representations, Warranties and Covenants. The Guarantor hereby
represents and warrants as follows:

            (a)   The  Guarantor  (i) is a  corporation  or other  entity,  duly
organized,  validly existing and in good standing under the laws of the state or
other applicable jurisdiction of its organization as set forth on the first page
hereof,  (ii) has all  requisite  power and authority to conduct its business as
now  conducted  and as  presently  contemplated  and to execute and deliver this
Guaranty and each other related  document to which the Guarantor is a party, and
to consummate the transactions contemplated hereby and thereby and (iii) is duly
qualified to do business and is in good standing in each  jurisdiction  in which
the  character  of  the  properties  owned  or  leased  by it or  in  which  the
transaction  of its business  makes such  qualification  necessary and where the
failure to be so  qualified  could  reasonably  be  expected  to have a material
adverse effect.

            (b)   The  execution,  delivery and  performance by the Guarantor of
this Guaranty and each other related  document to which the Guarantor is a party
(i) have been duly authorized by all necessary action,  (ii) do not and will not
contravene  its charter or by-laws,  or any  applicable law or regulation or any
contractual  restriction  binding on or otherwise affecting the Guarantor or its
properties,  (iii) do not and will not result in or require the  creation of any
lien (other than pursuant to the Debentures)  upon or with respect to any of its
properties,  and (iv) do not and will not result in any default,  noncompliance,
suspension,  revocation,  impairment,  forfeiture  or  nonrenewal of any permit,
license,  authorization or approval applicable to it or its operations or any of
its properties.


                                       4
<PAGE>

            (c)   No authorization or approval or other action by, and no notice
to or filing with, any  governmental  agency is required in connection  with the
due execution, delivery and performance by the Guarantor of this Guaranty or any
of the other related document to which the Guarantor is a party,  except for the
filing of any UCC financing  statement or such other  registrations,  filings or
recordings  as may be necessary  to perfect any lien  purported to be created by
the  Debentures or any related  document to which the Guarantor is a party,  and
any public filings with the Securities and Exchange Commission.

            (d)   Each of this Guaranty and the Debentures and related documents
to which the Guarantor is or will be a party, when delivered,  will be, a legal,
valid and binding obligation of the Guarantor, enforceable against the Guarantor
in accordance with its terms, except as may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws.

            (e)   There  are no  pending  or  written  notices  threatening  any
action,  suit or proceeding  affecting  the Guarantor  before any court or other
governmental  agency or any arbitrator  that (x) if adversely  determined  could
reasonably be expected to have a material adverse effect, except as disclosed in
public filings with the Securities  and Exchange  Commission,  or (y) relates to
this  Guaranty,  the  Debentures  or any of the related  documents  to which the
Guarantor is a party or any transaction  contemplated  hereby or thereby and, as
of the date hereof,  the Guarantor does not hold any  commercial  tort claims in
respect of which a claim has been filed in a court of law or a written notice by
an attorney has been given to a potential defendant.

            (f)   The  Guarantor  (i) has read and  understands  the  terms  and
conditions of the  Debentures  and the other related  documents to which it is a
party, and (ii) now has and will continue to have independent means of obtaining
information concerning the affairs,  financial condition and business of Oxford,
and has no need of,  or right to  obtain  from the  Buyer,  any  credit or other
information  concerning the affairs,  financial  condition or business of Oxford
that may come under the control of the Buyer.

      Section  7.  Right  of  Set-off.   Upon  the  occurrence  and  during  the
continuance of any Event of Default, the Buyer may, and is hereby authorized to,
at any time and from time to time,  without  notice to the  Guarantor  (any such
notice  being  expressly  waived by the  Guarantor)  and to the  fullest  extent
permitted by law,  set-off and apply any and all  deposits  (general or special,
time or demand, provisional or final) at any time held and other indebtedness at
any time owing by the Buyer to or for the credit or the account of the Guarantor
against any and all Obligations of the Guarantor now or hereafter existing under
this Guaranty or any other related document,  irrespective of whether or not the
Buyer  shall  have made any  demand  under this  Guaranty  or any other  related
document and although such Obligation may be contingent or unmatured.  the Buyer
agrees to notify the Guarantor  promptly after any such set-off and  application
made by the  Buyer,  provided  that the  failure to give such  notice  shall not
affect the  validity of such  set-off and  application.  The rights of the Buyer
under this Section 7 are in addition to other  rights and  remedies  (including,
without limitation, other rights of set-off) which the Buyer may have under this
Guaranty or any other related document in law or otherwise.

      Section 8. Event of Default."Event of Default" shall mean: (a) any failure
by the  Guarantor  to pay any of the  Guaranteed  Obligations  when  due,  (b) a
material breach by the Guarantor  under this Agreement,  (c) the Guarantor shall


                                       5
<PAGE>

(1) fail to, be unable to or otherwise  does not generally pay its debts as they
become due, (2) conceal,  remove or transfer any of its assets and properties in
violation  or  evasion  of any  bankruptcy,  fraudulent  conveyance  or  similar
applicable  law, (3) make an assignment  for the benefit of its  creditors,  (4)
petition  or apply for or consent to the  appointment  of a  receiver,  trustee,
assignee, custodian, sequestrator,  liquidator or similar official for itself or
any of its assets and properties,  (5) commence a voluntary case for relief as a
debtor  under the United  States  Bankruptcy  Code,  (6) file with or  otherwise
submit to any  governmental  authority  any petition,  answer or other  document
seeking (A)  reorganization,  (B) an  arrangement  with creditors or (C) to take
advantage of any other present or future  applicable law respecting  bankruptcy,
reorganization,   insolvency,   readjustment   of  debts,   relief  of  debtors,
dissolution or  liquidation,  (7) be adjudicated  bankrupt or insolvent,  or (8)
take any action for the purpose of effectuating,  approving or consenting to any
of the other  actions  or events  described  in this  subsection;  (d) any case,
proceeding  or other  action shall be commenced  against the  Guarantor  for the
purpose of  effecting,  or an order,  judgment or decree shall be entered by any
court of  competent  jurisdiction  approving  (whether  in  whole  or in  part),
anything specified in subsection (d) of this Section, or any receiver,  trustee,
assignee,  custodian,  sequestrator,  liquidator  or  other  official  shall  be
appointed  with  respect to the  Guarantor or all or a  substantial  part of the
assets and  properties of the Guarantor or any of its  respective  principals or
other  affiliates;  and (e) one or more final judgments for the payment of money
in excess of $100,000 shall be rendered against the Guarantor and the same shall
remain  undischarged  for a period of 30 days  during  which levy and  execution
shall not be effectively stayed or contested in good faith.

      Section 9. Notices, Etc. All notices and other communications provided for
hereunder  shall be in writing and shall be mailed (by certified  mail,  postage
prepaid  and return  receipt  requested),  telecopied  or  delivered,  if to the
Guarantor,  to it at the address below its name on the signature page hereto, or
if to the Buyer,  to it at its addresses set forth in the  Debentures;  or as to
either such Person at such other  address as shall be  designated by such Person
in a written notice to such other Person complying as to delivery with the terms
of this Section 8. All such notices and other  communications shall be effective
(i) if  mailed,  when  received  or three  days  after  deposited  in the  mail,
whichever occurs first, (ii) if telecopied, when transmitted and confirmation is
received, or (iii) if delivered, upon delivery.

      Section 10.  Secured  Nature of Guaranty.  This Guaranty is secured by the
Security Agreement between the Guaranty and the Buyer dated the date hereof.

      Section  11. THIS  GUARANTY  SHALL BE DEEMED TO BE MADE UNDER AND SHALL BE
CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT  GIVING
EFFECT TO THE  PRINCIPALS  OF  CONFLICT  OF LAWS  THEREOF.  EACH OF THE  PARTIES
CONSENTS TO THE JURISDICTION OF THE U.S.  DISTRICT COURT SITTING IN THE SOUTHERN
DISTRICT  OF THE STATE OF NEW YORK OR THE STATE  COURTS OF THE STATE OF NEW YORK
SITTING IN NEW YORK  COUNTY,  NEW YORK IN  CONNECTION  WITH ANY DISPUTE  ARISING
UNDER THIS DEBENTURE AND HEREBY WAIVES,  TO THE MAXIMUM EXTENT PERMITTED BY LAW,
ANY  OBJECTION,  INCLUDING  ANY OBJECTION  BASED ON FORUM NON  CONVENIENS TO THE
BRINGING OF ANY SUCH PROCEEDING IN SUCH JURISDICTIONS.


                                       6
<PAGE>

      SECTION 12.  WAIVER OF JURY TRIAL,  ETC. THE  GUARANTOR  HEREBY WAIVES ANY
RIGHT TO A TRIAL BY JURY IN ANY ACTION,  PROCEEDING OR  COUNTERCLAIM  CONCERNING
ANY  RIGHTS  UNDER  THIS  GUARANTY  OR UNDER  ANY  AMENDMENT,  WAIVER,  CONSENT,
INSTRUMENT,  DOCUMENT OR OTHER AGREEMENT DELIVERED OR WHICH IN THE FUTURE MAY BE
DELIVERED IN  CONNECTION  HEREWITH OR  THEREWITH,  OR ARISING FROM ANY FINANCING
RELATIONSHIP EXISTING IN CONNECTION WITH THIS GUARANTY, AND AGREES THAT ANY SUCH
ACTION,  PROCEEDING OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT BEFORE
A JURY.  THE  GUARANTOR  CERTIFIES  THAT NO  OFFICER,  REPRESENTATIVE,  AGENT OR
ATTORNEY OF THE BUYER HAS  REPRESENTED,  EXPRESSLY OR OTHERWISE,  THAT THE BUYER
WOULD NOT,  IN THE EVENT OF ANY  ACTION,  PROCEEDING  OR  COUNTERCLAIM,  SEEK TO
ENFORCE THE FOREGOING  WAIVERS.  THE  GUARANTOR  HEREBY  ACKNOWLEDGES  THAT THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE BUYER ENTERING INTO THIS AGREEMENT.

      Section 13. Taxes.

            (a)   All  payments  made by the  Guarantor  hereunder  will be made
without setoff,  counterclaim  or other defense.  All such payments will be made
free and clear of, and without  deduction  or  withholding  for,  any present or
future taxes, levies,  imposts,  duties,  fees,  assessments or other charges of
whatever nature now or hereafter imposed by any jurisdiction or by any political
subdivision or taxing authority (collectively,  "TAXES") thereof or therein with
respect to such  payments  (but  excluding any Tax imposed on or measured by the
net income or net  profits  the Buyer  imposed on it pursuant to the laws of the
jurisdiction in which it is organized or the jurisdiction in which the principal
office or applicable  lending office of the Buyer is located).  If the Guarantor
shall be required  to deduct or to withhold  any Taxes from or in respect of any
amount payable hereunder or under any related document,

                  (i)   the Guarantor shall make such deduction or withholding,

                  (ii)  the  Guarantor  shall pay the full  amount  deducted  or
withheld to the relevant  taxation  authority in accordance with applicable law,
and

                  (iii) as promptly as possible thereafter,  the Guarantor shall
send the Buyer an official receipt (or, if an official receipt is not available,
such other  documentation as shall be satisfactory to the Buyer, as the case may
be) evidencing payment of the amount or amounts so deducted or withheld.

            (b)   In addition, the Guarantor agrees to pay any present or future
taxes,  charges or similar levies which arise from any payment made hereunder or
from  the  execution,  delivery,  performance,  recordation  or  filing  of,  or
otherwise with respect to, this Agreement or any related document.


                                       7
<PAGE>

      Section 14. Miscellaneous.

            (a)   The Guarantor will make each payment hereunder in lawful money
of the United States of America and in immediately available funds to the Buyer,
at such  address  specified  by the  Buyer  from  time to time by  notice to the
Guarantor.

            (b)   No  amendment  of any  provision  of this  Guaranty  shall  be
effective unless it is in writing and signed by the Guarantor and the Buyer, and
no waiver of any provision of this Guaranty,  and no consent to any departure by
the Guarantor  therefrom,  shall in any event be effective unless the same shall
be in writing and signed by the Guarantor and the Buyer, and then such waiver or
consent  shall be effective  only in the specific  instance and for the specific
purpose for which given.

            (c)   No failure on the part of the Buyer to exercise,  and no delay
in exercising,  any right hereunder,  under the Debentures, or under any related
document  shall  operate  as a waiver  thereof,  nor shall any single or partial
exercise  of any  right  hereunder,  under  the  Debentures,  or under any other
related document  preclude any other or further exercise thereof or the exercise
of any other right. The rights and remedies of the Buyer provided herein, in the
Debentures, and in the other related document are cumulative and are in addition
to, and not exclusive of, any rights or remedies  provided by law. The rights of
the Buyer under the Debentures  against any party thereto are not conditional or
contingent on any attempt by the Buyer to exercise any of their rights under the
Debentures or any other related document against such party or against any other
Person.

            (d)   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 portions hereof or thereof or affecting the validity or enforceability
of such provision in any other jurisdiction.

            (e)   This  Guaranty  shall (i) be binding on the  Guarantor and its
successors and assigns, and (ii) inure, together with all rights and remedies of
the  Buyer  hereunder,  to  the  benefit  of  the  Buyer  and  their  respective
successors,  transferees and assigns.  Without limiting the generality of clause
(ii) of the immediately  preceding  sentence,  the Buyer may assign or otherwise
transfer its rights under the  Debentures  to any other  Person,  and such other
Person shall thereupon become vested with all of the benefits in respect thereof
granted to the Buyer herein or otherwise.  None of the rights or  Obligations of
the  Guarantor  hereunder may be assigned or otherwise  transferred  without the
prior written consent of the Buyer.

            (f)   This  Guaranty  reflects  the  entire   understanding  of  the
transactions  contemplated  hereby shall not be contradicted or qualified by any
other agreement, oral or written, before the date hereof.

            (g)   Section  headings  herein  are  included  for  convenience  of
reference  only and shall not  constitute a part of this Agreement for any other
purpose.

                           [SIGNATURE PAGE TO FOLLOW]


                                       8
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Guaranty Agreement
to be executed by an officer  thereunto  duly  authorized,  as of the date first
above written.


OXFORD VENTURES, INC.

By: /s/ Daniel K. Leonard
  -----------------------
  Name:
  Title:


<PAGE>



                                          SCHEDULE I

                                      SCHEDULE OF BUYERS

<TABLE>
<CAPTION>

                                                                       ADDRESS/FACSIMILE
         NAME                           SIGNATURE                     NUMBER OF INVESTORS
--------------------------   ---------------------------------   -----------------------------
<S>                          <C>                                 <C>
Highgate House Funds, Ltd.   By: /s/ Adam S. Gottbetter
                               -------------------------------   488 Madison Avenue
                                Name: Adam S. Gottbetter         New York, NY 10022
                                Its:  Portfolio Manager          Facsimile: (212) 400-6901


With a copy to:              Troy Rillo, Esq.                    101 Hudson Street, Suite 3700
                                                                 Jersey City, NJ 07302
                                                                 Facsimile: (201) 985-1964


Prenox, LLC                  By: /s/ Michael Weiss
                               -------------------------------   623 Fifth Avenue, 32nd Floor
                               Name:                             New York, NY 10022
                               Its:                              Telephone: (212) 756-8045
                                                                 Facsimile: (212) 756-1480

</TABLE>

<PAGE>

                                    EXHIBIT A

                                   TERM SHEET