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                                                                   EXHIBIT 10.49

MONROE BANK                     UNLIMITED CONTINUING
111 SOUTH LINCOLN                     GUARANTY
BLOOMINGTON, IN 47408
812-331-3571 (LENDER)

<TABLE>
<CAPTION>
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              GUARANTOR                              BORROWER
--------------------------------------------------------------------------------
<S>                                       <C>
NICK PIRGOUSIS                             SYNDICATED BLOOMINGTON I LLC

              ADDRESS                                ADDRESS
494 LA GUARDIA PLACE                      494 LA GUARDIA PLACE
NEW YORK, NY 10012                        NEW YORK, NY 10012

TELEPHONE NO.   IDENTIFICATION NO.        TELEPHONE NO.      IDENTIFICATION NO.
917/667-0105       ###-##-####            407/361-6782
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</TABLE>

    1. CONSIDERATION. This Guaranty is being executed to induce Lender indicated
above to enter into one or more loans or other financial accommodations with or
on behalf of Borrower.

    2. GUARANTY. Guarantor hereby unconditionally guarantees the prompt and full
payment and performance, and promises to pay all of Borrower's present and
future, joint and/or several, direct and indirect, absolute and contingent,
express and implied, indebtedness, liabilities, obligations and covenants
(cumulatively "Indebtedness") to Lender when due (whether upon maturity or by
demand, acceleration or otherwise). Guarantor's liabilities and obligations
under this Guaranty ("Obligations") shall be unlimited and shall include all
present and future written agreements between Borrower and Lender (WHETHER
EXECUTED FOR THE SAME OR DIFFERENT PURPOSES THAN THE FOREGOING), evidencing the
Indebtedness, together with all interest and all of Lender's expenses and costs,
including but not limited to reasonable attorney's fees incurred in connection
with the Indebtedness, including any repeated amendments, extensions,
modifications, renewals, replacements or substitutions thereto, including but
not limited to the following Indebtedness:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
  INTEREST    PRINCIPAL AMOUNT/     FUNDING/       MATURITY  CUSTOMER     LOAN
    RATE        CREDIT LIMIT     AGREEMENT DATE      DATE     NUMBER     NUMBER
--------------------------------------------------------------------------------
<S>           <C>                <C>               <C>       <C>       <C>
 VARIABLE        $2,625,000.00      01/25/02       01/25/22            517043177
--------------------------------------------------------------------------------
</TABLE>

    3. SECURITY INTEREST. [ ] If checked, the Obligations under this Guaranty
are secured by a lien on or security interest in the property described in the
documents executed in connection with this Guaranty as well as any other
property designated as security for this Guaranty now or in the future.

    4. ABSOLUTE AND CONTINUING NATURE OF GUARANTY. Guarantor's Obligations are
absolute and continuing and shall not be affected or impaired if Lender
repeatedly and unconditionally amends, renews, extends, compromises, exchanges,
fails to exercise or perfect rights in, impairs or releases any collateral or
any of the Indebtedness owed by any Borrower, Co-guarantor or third party (even
if such impairs Guarantor's rights of subrogation) to Lender or any of Lender's
rights against any Borrower, Co-guarantor, third party, or collateral. In
addition, the Obligations shall not be affected or impaired by the discharge
(including but not limited to any inability to collect a deficiency judgment
against) death, incompetency, termination, dissolution, insolvency, business
cessation, or other financial deterioration of any Borrower, Guarantor, or third
party or by any state of facts or the happening from time to time of any event,
including without limitation: The invalidity, irregularity, illegality or
unenforceability of, or any defect in, the promissory note or any agreement or
any collateral security for the Obligation (the "Collateral"); Any present or
future law or order of any government (de lure or de facto) or of any agency
thereof purporting to reduce, amend or otherwise affect the Indebtedness of the
Borrower or any other obligor or to any other terms of payment; The waiver,
compromise, settlement, release or termination of any or all of the Obligations,
covenants or agreements of the Borrower under the promissory note or any
agreement or of any party named as a Guarantor under this Guaranty; The failure
to give notice to the Guarantor of the occurrence of an event of default under
the promissory note or any other agreement; The loss, release, sale, exchange,
surrender or other change in any Collateral; The repeated extension of the time
for payment of any principal of or interest on the Indebtedness or of the time
for performance of any obligations, covenants or agreements under or arising out
of the promissory note or any agreement or the repeated extension or the renewal
of any thereof; The modification or amendment (whether material or otherwise) of
any obligation, covenant or agreement set forth in the promissory note or any
agreement; The taking of, or the omission to take, any of the actions referred
to in the promissory note or any agreement; Any failure, omission or delay on
the part of the Lender to enforce, assert or exercise any right, power or remedy
conferred on the Lender in the promissory note or any agreement; The voluntary
or involuntary liquidation, dissolution, sale or other disposition of all or
substantially all the assets, marshalling of assets and liabilities,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition with creditors or readjustment of, or
other similar proceedings affecting the Guarantor or the Borrower or any of
their assets, or any allegation or contest of the validity of the promissory
note or any agreement; The default or failure of the Guarantor to fully perform
any Obligations set forth in this Guaranty; Any event or action that would, in
the absence of this paragraph, result in the release or discharge of the
Guarantor from the performance or observance of any Obligation, covenant or
agreement contained in this Guaranty; and Any other circumstances which might
otherwise constitute a legal or equitable discharge or defense of a surety or a
guarantor.

    5. DIRECT AND UNCONDITIONAL NATURE OF GUARANTY. Guarantor's Obligations are
direct and unconditional and may be enforced without requiring Lender to
exercise, enforce, or exhaust any right or remedy against any Borrower,
Co-guarantor, third party, or any security or Collateral.

    6. WAIVER. Guarantor hereby waives notice of the acceptance of this
Guaranty; notice of present and future extensions of credit and other financial
accommodations by Lender to any Borrower; notice of the obtaining or release of
any guaranty, assignment, or other security for any of the Indebtedness; notice
of presentment for payment, demand, protest, dishonor, default, and nonpayment
pertaining to the Indebtedness and this Guaranty and all other notices and
demands pertaining to the Indebtedness and this Guaranty; the benefit of
valuation and appraisement laws; and any and all defenses to payment as
permitted by law.

    7. NATURE OF GUARANTY. This Guaranty is a guaranty of payment and not of
collection, and the Guarantor hereby waives the right to require that any action
be brought first against the Borrower or any other Guarantor, or any security or
the Collateral, or to require that resort be made to any security or the
Collateral or to any balance of any deposit account on credit on the books of
the Lender in favor of the Borrower or of any Guarantor.

--------------------------------------------------------------------------------
GUARANTOR ACKNOWLEDGES GUARANTOR HAS READ, UNDERSTANDS, AND AGREES TO THE TERMS
AND CONDITIONS OF THIS AGREEMENT INCLUDING THE TERMS AND CONDITIONS ON THE
REVERSE SIDE. GUARANTOR HAS EXECUTED THIS AGREEMENT WITH THE INTENT TO BE
LEGALLY BOUND NOTWITHSTANDING ANY FAILURE BY ANY OTHER PERSON TO SIGN THIS
AGREEMENT. GUARANTOR ACKNOWLEDGES RECEIPT OF AN EXACT COPY OF THIS AGREEMENT.

DATED: JANUARY 25, 2002

SEE ATTACHED

GUARANTOR: NICK PIRGOUSIS                       GUARANTOR:

_______________________________________         ________________________________
NICK PIRGOUSIS

GUARANTOR:                                      GUARANTOR:

_______________________________________         ________________________________

LP-IN209   (c) John H. Hartand (11/20/97) (800)937-3799
<PAGE>

    8. DEFAULT. Guarantor shall be in default under this Guaranty in the event
that any Borrower or Guarantor.

       (a) fails to pay any amount under this Guaranty or any Indebtedness to
           Lender when due (whether such amount is due at maturity by
           acceleration or otherwise);

       (b) fails to perform any obligation or breaches any warranty or covenant
           to Lender contained in any loan document or this Guaranty or any
           other present or future promissory note or written agreement;

       (c) provides or causes any false or misleading signature or
           representation to be provided to Lender;

       (d) sells, conveys, or transfers rights in any collateral securing this
           Guaranty without the written approval of Lender, or destroys, loses
           or damages such collateral in any material respect, or subjects such
           collateral to seizure or confiscation;

       (e) has a garnishment, judgment, tax levy, attachment or lien entered or
           served against Borrower, or any Guarantor, or any of their property;

       (f) dies, becomes legally incompetent, is dissolved or terminated, ceases
           to operate its business, becomes insolvent, makes an assignment for
           the benefit of creditors, or becomes the subject of any bankruptcy,
           insolvency or debtor rehabilitation proceeding; or

       (g) causes Lender to deem itself insecure due to a significant decline in
           the value of any real or personal property securing payment of this
           Guaranty, or Lender in good faith, believes the prospect of payment
           or performance is impaired.

    9. RIGHTS OF LENDER ON DEFAULT. If there is a default under this Guaranty,
Lender shall be entitled to exercise one or more of the following remedies
without notice or demand (except as required by law):

       (a) to declare Guarantor's obligations under this Guaranty immediately
           due and payable in full;

       (b) to collect the outstanding obligations under this Guaranty with or
           without resorting to judicial process;

       (c) to take possession of any Collateral in any manner permitted by law;

       (d) to require Guarantor to deliver and make available to Lender any
           Collateral at a place reasonably convenient to Guarantor and Lender;

       (e) to sell, lease or otherwise dispose of any Collateral and collect any
           deficiency balance with or without resorting to judicial process;

       (f) to set-off Guarantor's Obligations under this Guaranty against any
           amounts due to Guarantor including, but not limited to, monies,
           instruments, and deposit accounts maintained with Lender; and

       (g) to exercise all other rights available to Lender under any other
           written agreement or applicable law.

Lender's rights are cumulative and may be exercised together, separately, and in
any order. Lender's remedies under this paragraph are in addition to those
available at common law, including, but not limited to the right of set-off.

    10. SUBORDINATION. The payment of any present or future indebtedness of
Borrower to Guarantor will be postponed and subordinated to the payment in full
of any present or future Indebtedness of Borrower to Lender during the term of
this Agreement. In the event that Guarantor receives any monies, instruments, or
other remittances to be applied against Borrower's obligations to Guarantor,
Guarantor will hold these funds in trust for Lender and immediately endorse or
assign if necessary) and deliver these monies, instruments and other remittances
to Lender. Guarantor agrees that Lender shall be preferred to Guarantor in any
assignment for the benefit of Borrower's creditors in any bankruptcy,
insolvency, liquidation, or reorganization proceeding commenced by or against
Borrower in any federal or state court.

    11. INDEPENDENT INVESTIGATION. Guarantor's execution and delivery to Lender
of this Guaranty is based solely upon Guarantor's independent investigation of
Borrower's financial condition and not upon any written or oral representation
of Lender in any manner. Guarantor assumes full responsibility for obtaining any
additional information regarding Borrower's financial condition and Lender shall
not be required to furnish Guarantor with any information of any kind regarding
Borrower's financial condition.

    12. ACCEPTANCE OF RISKS. Guarantor acknowledges the absolute and continuing
nature of this Guaranty and voluntarily accepts the full range of risks
associated herewith including, but not limited to, the risk that Borrower's
financial condition shall deteriorate or, if this Guaranty is unlimited, the
risk that Borrower shall incur additional Indebtedness to Lender in the future.

    13. SUBROGATION. The Guarantor hereby irrevocably waives and releases the
Borrower from all "claims" (as defined in Section 101(5) of the Bankruptcy Code)
to which the Guarantor is or would, at any time, be entitled by virtue of its
obligations under this Guaranty, including, without limitation, any right of
subrogation (whether contractual, under Section 509 of the Bankruptcy Code or
otherwise), reimbursement, contribution, exoneration or similar right against
the Borrower.

    14. APPLICATION OF PAYMENTS. Lender will be entitled to apply any payments
or other monies received from Borrower, any third party, or any collateral
against Borrower's present and future Indebtedness to Lender in any order.

    15. TERMINATION. This Guaranty shall remain in full force and effect until
Lender executes and delivers to Guarantor a written release thereof.
Notwithstanding the foregoing, Guarantor shall be entitled to terminate any
unlimited guaranty of Borrower's future Indebtedness to Lender following any
anniversary of this Guaranty by providing Lender with sixty (60) or more days'
written notice of such termination by hand-delivery or certified mail. Notice
shall be deemed given when received by Lender. Such notice of termination shall
not affect or impair any of the agreements and Obligations of the Guarantor
under this Agreement with respect to any Indebtedness existing prior to the time
of actual receipt of such notice by Lender, any extensions, modifications,
amendments, replacements or renewals thereof, and any interest on any of the
foregoing.

    16. ASSIGNMENT. Guarantor shall not be entitled to assign any of its rights
or Obligations described in this Guaranty without Lender's prior written consent
which may be withheld by Lender in its sole discretion. Lender shall be entitled
to assign some or all of its rights and remedies described in this Guaranty
without notice to or the prior consent of Guarantor in any manner. Unless the
Lender shall otherwise consent in writing, the Lender shall have an unimpaired
right prior and superior to that of any assignee, to enforce this Guaranty for
the benefit of the Lender, as to those Obligations that the Lender has not
assigned.

    17. MODIFICATION AND WAIVER. The modification or waiver of any of
Guarantor's Obligations or Lender's right under this Guaranty must be contained
in a writing signed by Lender. No delay on the part of Lender in the exercise of
any right or remedy shall preclude other or further exercise thereof or the
exercise of any other right or remedy. The validity of this Continuing Guaranty
and the Guarantor's Obligations hereunder shall not be terminated or impaired by
reason of (a) any action which Lender may take or fail to take against Borrower
or (b) any wavier of notes, or other documents evidencing Borrower's
Indebtedness. Guarantor hereby consents to any accommodation made or to be made
by Lender to Borrower, including but not limited to a release of Borrower from
all or any part of the Indebtedness, an extension of the maturity date of the
Indebtedness, the release of any Collateral, or any other alteration in the
Indebtedness, and hereby waives any and all claims of discharge based upon such
actions by Lender, regardless of whether it increases Guarantor's exposure
hereunder.

    18. SUCCESSORS AND ASSIGNS. This Guaranty shall be binding upon and inure to
the benefit of Guarantor and Lender and their respective successors, assigns,
trustees, receivers, administrators, personal representatives, legatees, and
devisees.

    19. NOTICE. Any notice or other communication to be provided under this
Guaranty shall be in writing and sent to the parties at the addresses described
in this Guaranty or such other addresses as the parties may designate in writing
from time to time.

    20. SEVERABILITY. If any provision of this Guaranty is invalid, illegal or
unenforceable, the validity, legality, and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

    21. APPLICABLE LAW. This Guaranty shall be governed by the laws of the state
of Indiana. Unless applicable law provides otherwise, Guarantor consents to the
jurisdiction and venue of any court selected by Lender in its discretion located
in such state in the event of any legal proceeding under this Guaranty.

    22. COLLECTION COSTS. To the extent permitted by law, Guarantor agrees to
pay collection costs, expenses, and reasonable attorneys fees and costs,
incurred by Lender in collecting any amount due or enforcing any right or remedy
under this Guaranty whether or not suit is brought, including but not limited
to, expenses, fees, and costs incurred for collection, enforcement, realization
on collateral, construction, interpretation, and appearance in collection,
bankruptcy, insolvency, reorganization, post-judgment, and appellate
proceedings.

    23. REPRESENTATIONS OF GUARANTOR. Guarantor acknowledges receipt of
reasonably equivalent value in consideration for the execution of this Guaranty
and represents that, after giving effect to this Guaranty, the fair market value
of Guarantor's assets exceeds Guarantor's total liabilities, including
contingent, subordinate and unliquidated liabilities, that Guarantor has
sufficient cash flow to meet debts as they mature, and that Guarantor does not
have unreasonably small capital. Guarantor represents that all required director
and shareholder consents to enter into this Guaranty have been obtained.

    24. MISCELLANEOUS. This Guaranty is executed in connection with a commercial
or agricultural loan. Guarantor and Lender agree that time is of the essence.
Guarantor will provide Lender with a current financial statement upon request.
All references to Guarantor in this Guaranty shall include all entities or
persons signing this Guaranty. If there is more than one Guarantor, their
obligations under this Guaranty shall be joint and several. This Guaranty
represents the complete and integrated understanding between Guarantor and
Lender regarding the terms hereof.

    25. WAIVER OF JURY TRIAL LENDER AND GUARANTOR HEREBY WAIVE ANY RIGHT TO A
TRIAL BY JURY IN ANY CIVIL ACTION ARISING OUT OF, OR BASED UPON, THIS GUARANTY.

    26. ADDITIONAL TERMS.

LP-IN209   (R) John H. Hartand Co. (11/20/97) (800)937-3799
<PAGE>

IN WITNESS WHEREOF, this document was executed as of the day and year first
above written.

                                 GUARANTOR

                                 /s/ Nick Pirgousis
                                 --------------------------------------
                                 Nick Pirgousis

<PAGE>

                    ADDENDUM TO UNLIMITED CONTINUING GUARANTY

This Addendum shall be deemed to supplement and modify the foregoing terms and
provisions of the Unlimited Continuing Guaranty to which it is attached. In the
event of any conflict between the terms and provisions of this Addendum and the
terms and provisions of said Unlimited Continuing Guaranty, the terms and
provisions of this Addendum shall control.

    1.  The address of the Borrower shall be c/o Proskauer Rose LLP, 1585
        Broadway, New York, NY 10036, Attn: Oliverio Lew, Esq.

    2.  Section 2 shall read as follows; "Guaranty. Guarantor hereby
        unconditionally guarantees the prompt and full payment and performance,
        and promises to pay all of Borrower's present and future indebtedness,
        liabilities, obligations and covenants (cumulatively "Indebtedness") to
        Lender when due (whether upon maturity or by acceleration or otherwise)
        arising only from the following Indebtedness:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
                    Principal       Funding/
                     Amount/       Agreement       Maturity        Customer         Loan
Interest Rate     Credit Limit        Date           Date           Number         Number
-------------------------------------------------------------------------------------------
<S>              <C>               <C>             <C>             <C>            <C>
VARIABLE         $2,625,000.00      01/25/02       01/25/22                       517043177
-------------------------------------------------------------------------------------------
</TABLE>

    3.  Any references to any unlimited obligation of Guarantor under the
        Guaranty are deleted to reflect that the Guaranty is a limited guaranty
        as provided in Section 2 as herein modified.

    4.  Any references to any third party in Section 4 shall be deleted.

    5.  Guarantor shall not be deemed in default under this Security Agreement
        for any monetary payment due until more than 15 days after notice is
        given to it, Owner and to Borrower of the failure to make such payment,
        and Guarantor shall not be deemed to be in default for any non-monetary
        obligation until more than 30 days after notice is given to it, Borrower
        and Owner of Borrower's, Guarantor's or Owner's failure to perform such
        obligation, provided that with respect to any non-monetary obligation
        which cannot reasonably be performed within such 30 day period,
        Guarantor shall not be deemed in default under this Security Agreement
        if Borrower, Owner or Guarantor shall commence the curing of such
        default within such 30 day period and diligently pursue the curing
        thereof to completion.

    6.  A sale, conveyance or transfer of the Collateral without Lender's
        consent shall not be deemed to be a default if such collateral is sold
        in the ordinary course of Owner's business.

    7.  The first two lines of Section 9 shall read as follows: "RIGHTS OF
        LENDER ON DEFAULT. If there is a default under this Agreement and after
        expiration of all

<PAGE>

        applicable notice and grace periods, Lender shall be entitled to
        exercise one or more of the following remedies".

    8.  Section 9 (b) is herein deleted in its entirety. Section 9 (c) shall
        read as follows: "to collect the outstanding obligations under this
        Guaranty and to take possession of any Collateral in any manner
        permitted by law".

    9.  Section 15 shall read as follows: " This Guaranty shall remain in full
        force and effect until the Indebtedness for the loan described in
        Section 2 of this Guaranty is paid in full".

    10. Any modification or waiver of any of Guarantor's Obligations or Lender's
        rights under this Agreement must be contained in a writing signed by
        Lender and Guarantor.

<PAGE>

         IN WITNESS WHEREOF, this addendum was executed as of the day and the
year first above written.

Monroe Bank

By: /s/ David L. Landis
   ----------------------------
       David L. Landis
        Vice President