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                                                                  EXHIBIT 10.2.2

                     [GREYROCK BUSINESS CREDIT LETTERHEAD]


                               CONTINUING GUARANTY



BORROWERS:       THE CERPLEX GROUP, INC. (FORMERLY AURORA ELECTRONICS, INC.)
                 AURORA ELECTRONICS GROUP, INC.
                 CERPLEX, INC. (FORMERLY THE CERPLEX GROUP, INC.)
                 CERPLEX MASS, INC.

GUARANTOR(S):    WELSH, CARSON, ANDERSON & STOWE VII, L.P.

DATE:            APRIL 30, 1998

THIS CONTINUING GUARANTY is executed by the above-named guarantor(s) (jointly
and severally, the Guarantor), as of the above date, in favor of GREYROCK
BUSINESS CREDIT, A DIVISION OF NATIONSCREDIT COMMERCIAL CORPORATION (GBC), whose
address is 10880 Wilshire Blvd. Suite 950, Los Angeles, CA 90024, with respect
to the Indebtedness of the above-named borrowers (jointly and severally, the
Borrower).

1-A. CONTINUING GUARANTY. Subject to the limitations set forth in paragraph 1-B
hereof, Guarantor hereby unconditionally guarantees and promises to pay on
demand to GBC, at the address indicated above, or at such other address as GBC
may direct, in lawful money of the United States, and to perform for the benefit
of GBC, all Indebtedness of Borrower. As used herein, the term Indebtedness
shall mean and be in all respects limited to: (a) the principal amount when due
(whether upon maturity, by acceleration or otherwise) of the loans under that
certain Loan and Security Agreement, dated April 30, 1998 (the "Loan
Agreement"), between Borrower and GBC, and all interest thereon and all other
sums now or hereafter due from Borrower to GBC under the Loan Agreement;
regardless of whether recovery thereon may be or hereafter become barred by any
statute of limitations, discharged or uncollectible in any bankruptcy,
insolvency or other proceeding, or otherwise unenforceable; and (b) any and all
amendments, modifications, renewals and extensions of any or all of the
foregoing, including without limitation amendments, modifications, renewals and
extensions which are evidenced by any new or additional instrument, document or
agreement; and (c) any and all reasonable attorneys' fees, court costs, and
collection charges incurred in endeavoring to collect or enforce any of the
foregoing against Borrower or Guarantor, (whether or not suit be brought) and
any other reasonable expenses of, for or incidental to collection thereof.


1-B. LIMITATION OF LIABILITY. Notwithstanding anything to the contrary expressed
or implied herein, in any promissory note between Borrower and GBC or in any
Loan Document (as such term is defined in the Loan Agreement), Guarantor's
liability hereunder shall be limited to the sum of $25,000,000, plus all
interest thereon, plus all reasonable attorneys fees and other costs and
expenses incurred in collecting the foregoing from Guarantor or otherwise in
connection with the enforcement of GBC's rights and remedies against Guarantor.
Guarantor's liability hereunder shall not be reduced or affected by the fact
that the Indebtedness may exceed said amount or the fact that the Indebtedness
may be reduced below said amount and subsequently increased.

1-C. BORROWER. As used herein, the term Borrower shall include any successor to
the business and assets of Borrower, and shall also include Borrower in its
capacity as a debtor or debtor in possession under the federal Bankruptcy Code,
and any trustee, custodian or receiver for 



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GREYROCK BUSINESS CREDIT                                     CONTINUING GUARANTY
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Borrower or any of its assets, should Borrower hereafter become the subject of
any bankruptcy or insolvency proceeding, voluntary or involuntary; and all
indebtedness, liabilities and obligations incurred by any such person shall be
included in the Indebtedness guaranteed hereby. This Guaranty is given in
consideration for credit and other financial accommodations which may, from time
to time, be given by GBC to Borrower in GBC's good faith business judgment, but
Guarantor acknowledges and agrees that acceptance by GBC of this Guaranty shall
not constitute a commitment of any kind by GBC to extend such credit or other
financial accommodation to Borrower or to permit Borrower to incur Indebtedness
to GBC. All sums due under this Guaranty shall bear interest from the date due
until the date paid at the highest rate charged with respect to any of the loans
under the Loan Agreement as set forth on the Schedule thereto pursuant to
Section 1.2 thereof.

2. WAIVERS. Guarantor hereby waives: (a) presentment for payment, notice of
dishonor, demand, protest, and notice thereof as to any instrument, and all
other notices and demands to which Guarantor might be entitled, including
without limitation notice of all of the following: the acceptance hereof; the
creation, existence, or acquisition of any Indebtedness; the amount of the
Indebtedness from time to time outstanding; any foreclosure sale or other
disposition of any property which secures any or all of the Indebtedness or
which secures the obligations of any other guarantor of any or all of the
Indebtedness; any adverse change in Borrower's financial position; any other
fact which might increase Guarantor's risk; any default, partial payment or
non-payment of all or any part of the Indebtedness; the occurrence of any other
Event of Default (as hereinafter defined); any and all agreements and
arrangements between GBC and Borrower and any changes, modifications, or
extensions thereof, and any revocation, modification or release of any guaranty
of any or all of the Indebtedness by any person (including without limitation
any other person signing this Guaranty); (b) any right to require GBC to
institute suit against, or to exhaust its rights and remedies against, Borrower
or any other person, or to proceed against any property of any kind which
secures all or any part of the Indebtedness, or to exercise any right of offset
or other right with respect to any reserves, credits or deposit accounts held by
or maintained with GBC or any indebtedness of GBC to Borrower, or to exercise
any other right or power, or pursue any other remedy GBC may have; (c) any
defense arising by reason of any disability or other defense of Borrower or any
other guarantor or any endorser, co-maker or other person, or by reason of the
cessation from any cause whatsoever of any liability of Borrower or any other
guarantor or any endorser, co-maker or other person, with respect to all or any
part of the Indebtedness, or by reason of any act or omission of GBC or others
which directly or indirectly results in the discharge or release of Borrower or
any other guarantor or any other person or any Indebtedness or any security
therefor, whether by operation of law or otherwise; (d) any defense arising by
reason of any failure of GBC to obtain, perfect, maintain or keep in force any
security interest in, or lien or encumbrance upon, any property of Borrower or
any other person; (e) any defense based upon any failure of GBC to give
Guarantor notice of any sale or other disposition of any property securing any
or all of the Indebtedness, or any defects in any such notice that may be given,
or any failure of GBC to comply with any provision of applicable law in
enforcing any security interest in or lien upon any property securing any or all
of the Indebtedness including, but not limited to, any failure by GBC to dispose
of any property securing any or all of the Indebtedness in a commercially
reasonable manner; (f) any defense based upon or arising out of any bankruptcy,
insolvency, reorganization, arrangement, readjustment of debt, liquidation or
dissolution proceeding commenced by or against Borrower or any other guarantor
or any endorser, co-maker or other person, including without limitation any
discharge of, or bar against collecting, any of the Indebtedness (including
without limitation any interest thereon), in or as a result of any such
proceeding; and (g) the benefit of any and all statutes of limitation with
respect to any action based upon, arising out of or related to this Guaranty.
Until all of the Indebtedness has been paid, performed, and discharged in full,
nothing shall discharge or satisfy the liability of Guarantor hereunder except
the full performance and payment of all of the Indebtedness. If any claim is
ever made upon GBC for repayment or recovery of any amount or amounts received
by GBC in payment of or on account of any of the Indebtedness, because of any
claim that any such payment constituted a preferential transfer or fraudulent
conveyance, or for any other reason whatsoever, and GBC repays all or part of
said amount by reason of any judgment, decree or order of any court or
administrative body having jurisdiction over GBC or any of its property, or by
reason of any settlement or compromise of any such claim effected by GBC with
any such claimant (including without limitation the Borrower), then and in any
such event, Guarantor agrees that any such judgment, decree, order, settlement
and compromise shall be binding upon Guarantor, notwithstanding any revocation
or release of this Guaranty or the cancellation of any note or other instrument
evidencing any of the Indebtedness, or any release of any of the Indebtedness,
and the Guarantor shall be and remain liable to GBC under this Guaranty for the
amount so repaid or recovered, to the same extent as if such amount had never
originally been received by GBC, and the provisions of this sentence shall
survive, and continue in effect, notwithstanding any revocation or release of
this Guaranty. Until all of the Indebtedness has been irrevocably paid and
performed in full, Guarantor hereby expressly and unconditionally waives all
rights of subrogation, reimbursement and indemnity of every kind against
Borrower, and all rights of recourse to any assets or property of Borrower, and
all rights to any collateral or security held for the payment and performance of
any Indebtedness, including (but not limited to) any of the foregoing rights
which Guarantor may have under any present or future document or agreement with
any Borrower or other person, and including (but not limited to) any of the
foregoing rights which Guarantor may have under any equitable doctrine of
subrogation, implied contract, or unjust enrichment, or any other equitable or
legal doctrine. Neither GBC, nor any of its directors, officers, employees,
agents, attorneys or any other person affiliated with or representing GBC shall
be liable for any claims, demands, losses or damages, of any kind whatsoever,
made, claimed, incurred or suffered by Guarantor or any other party through the
ordinary negligence of GBC, or any of its directors, officers, employees,
agents, attorneys or any other person affiliated with or representing GBC.

3. CONSENTS. Guarantor hereby consents and agrees that, without notice to or by
Guarantor and without affecting or impairing in any way the obligations or
liability of 



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Guarantor hereunder, GBC may, from time to time before or after revocation of
this Guaranty, do any one or more of the following in GBC's sole and absolute
discretion: (a) accelerate, accept partial payments of, compromise or settle,
renew, extend the time for the payment, discharge, or performance of, refuse to
enforce, and release all or any parties to, any or all of the Indebtedness; (b)
grant any other indulgence to Borrower or any other person in respect of any or
all of the Indebtedness or any other matter; (c) accept, release, waive,
surrender, enforce, exchange, modify, impair, or extend the time for the
performance, discharge, or payment of, any and all property of any kind securing
any or all of the Indebtedness or any guaranty of any or all of the
Indebtedness, or on which GBC at any time may have a lien, or refuse to enforce
its rights or make any compromise or settlement or agreement therefor in respect
of any or all of such property; (d) substitute or add, or take any action or
omit to take any action which results in the release of, any one or more
endorsers or guarantors of all or any part of the Indebtedness, including,
without limitation one or more parties to this Guaranty, regardless of any
destruction or impairment of any right of contribution or other right of
Guarantor; (e) amend, alter or change in any respect whatsoever any term or
provision relating to any or all of the Indebtedness, including the rate of
interest thereon; (f) apply any sums received from Borrower, any other
guarantor, endorser, or co-signer, or from the disposition of any collateral or
security, to any indebtedness whatsoever owing from such person or secured by
such collateral or security, in such manner and order as GBC determines in its
sole discretion, and regardless of whether such indebtedness is part of the
Indebtedness, is secured, or is due and payable; (g) apply any sums received
from Guarantor or from the disposition of any collateral or security securing
the obligations of Guarantor, to any of the Indebtedness in such manner and
order as GBC determines in its sole discretion, regardless of whether or not
such Indebtedness is secured or is due and payable. Guarantor consents and
agrees that GBC shall be under no obligation to marshal any assets in favor of
Guarantor, or against or in payment of any or all of the Indebtedness. Guarantor
further consents and agrees that GBC shall have no duties or responsibilities
whatsoever with respect to any property securing any or all of the Indebtedness.
Without limiting the generality of the foregoing, GBC shall have no obligation
to monitor, verify, audit, examine, or obtain or maintain any insurance with
respect to, any property securing any or all of the Indebtedness.

4. ACCOUNT STATED. GBC's books and records showing the account between it and
the Borrower shall be admissible in evidence in any action or proceeding as
prima facie proof of the items therein set forth. GBC's monthly statements
rendered to the Borrower shall be binding upon the Guarantor (whether or not the
Guarantor receives copies thereof), and shall constitute an account stated
between GBC and the Borrower, unless GBC receives a written statement of the
Borrower's exceptions within 60 days after the statement was mailed to the
Borrower. The Guarantor assumes full responsibility for obtaining copies of such
monthly statements from the Borrower, if the Guarantor desires such copies.

5. EXERCISE OF RIGHTS AND REMEDIES; FORECLOSURE OF TRUST DEEDS. Guarantor hereby
waives all rights of subrogation, reimbursement, indemnification, and
contribution and any other rights and defenses that are or may become available
to the Guarantor or other surety by reason of California Civil Code Sections
2787 to 2855, inclusive. The Guarantor waives all rights and defenses that the
Guarantor may have because the Borrower's Indebtedness is secured by real
property. This means, among other things: (1) GBC may collect from the Guarantor
without first foreclosing on any real or personal property collateral pledged by
the Borrower. (2) If GBC forecloses on any real property collateral pledged by
the Borrower: (A) The amount of the Indebtedness may be reduced only by the
price for which that collateral is sold at the foreclosure sale, even if the
collateral is worth more than the sale price. (B) GBC may collect from the
Guarantor even if GBC, by foreclosing on the real property collateral, has
destroyed any right the Guarantor may have to collect from the Borrower. This is
an unconditional and irrevocable waiver of any rights and defenses the Guarantor
may have because the Borrower's Indebtedness is secured by real property. These
rights and defenses include, but are not limited to, any rights or defenses
based upon Section 580a, 580b, 580d, or 726 of the Code of Civil Procedure. The
Guarantor waives all rights and defenses arising out of an election of remedies
by GBC, even though that election of remedies, such as a nonjudicial foreclosure
with respect to security for a guaranteed obligation, has destroyed the
Guarantor's rights of subrogation and reimbursement against the principal by the
operation of Section 580d of the Code of Civil Procedure or otherwise.

6. ACCELERATION. Notwithstanding the terms of all or any part of the
Indebtedness, the obligations of the Guarantor hereunder to pay and perform all
of the Indebtedness shall, at the option of GBC, immediately become due and
payable, without notice, and without regard to the expressed maturity of any of
the Indebtedness, in the event: (a) any "Event of Default" (as defined in the
Loan Agreement shall occur and be continuing); or (b) there shall occur the
dissolution, termination of existence, insolvency, or business failure of
Guarantor, or the appointment of a receiver, trustee or custodian for Guarantor
or all or any part of its property, 



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or the assignment for the benefit of creditors by Guarantor, or the commencement
of any proceeding by or against Guarantor under any reorganization, bankruptcy,
insolvency, arrangement, readjustment of debt, dissolution or liquidation law or
statute of any jurisdiction, now or hereafter in effect; or (c) Guarantor shall
revoke this Guaranty or contest or deny liability under this Guaranty. All of
the foregoing are hereinafter referred to as Events of Default.

7. RIGHT TO ATTACHMENT REMEDY. Guarantor agrees that, notwithstanding the
existence of any property securing any or all of the Indebtedness, GBC shall
have all of the rights of an unsecured creditor of Guarantor, including without
limitation the right to obtain a temporary protective order and writ of
attachment against Guarantor with respect to any sums due under this Guaranty.
Guarantor further agrees that in the event any property secures the obligations
of Guarantor under this Guaranty, to the extent that GBC, in its sole and
absolute discretion, determines prior to the disposition of such property that
the amount to be realized by GBC therefrom may be less than the indebtedness of
the Guarantor under this Guaranty, GBC shall have all the rights of an unsecured
creditor against Guarantor, including without limitation the right of GBC, prior
to the disposition of said property, to obtain a temporary protective order and
writ of attachment against Guarantor. Guarantor waives the benefit of Section
483.010(b) of the California Code of Civil Procedure and of any and all other
statutes and rules of law now or hereafter in effect requiring GBC to first
resort to or exhaust all such collateral before seeking or obtaining any
attachment remedy against Guarantor. GBC shall have no liability to Guarantor as
a result thereof, whether or not the actual deficiency realized by GBC is less
than the anticipated deficiency on the basis of which GBC obtains a temporary
protective order or writ of attachment.

8. SUBORDINATION. Any and all rights of Guarantor under any and all debts,
liabilities and obligations owing from Borrower to Guarantor, including any
security for and guaranties of any such obligations, whether now existing or
hereafter arising, are hereby subordinated in right of payment to the prior
payment in full of all of the Indebtedness to the extent provided in any
instrument or agreement evidencing or relating to the same.

9. REVOCATION. This is a Continuing Guaranty relating to all of the
Indebtedness, including Indebtedness arising under successive transactions which
from time to time continue the Indebtedness or renew it after it has been
satisfied. Guarantor waives all benefits of California Civil Code Section 2815,
and agrees that the obligations of Guarantor hereunder may not be terminated or
revoked in any manner except by giving 90 days' advance written 



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notice of revocation to GBC at its address above by registered first-class U.S.
mail, postage prepaid, return receipt requested, and only as to new loans made
by GBC to Borrower more than 90 days after actual receipt of such written notice
by GBC. No termination or revocation of this Guaranty shall be effective until
90 days following the date of actual receipt of said written notice of
revocation by GBC. Notwithstanding such written notice of revocation or any
other act of Guarantor or any other event or circumstance, Guarantor agrees that
this Guaranty and all consents, waivers and other provisions hereof shall
continue in full force and effect as to any and all Indebtedness which is
outstanding on or before the 90th day following actual receipt of said written
notice of revocation by GBC, and all extensions, renewals and modifications of
said Indebtedness (including without limitation amendments, extensions, renewals
and modifications which are evidenced by new or additional instruments,
documents or agreements executed before or after expiration of said 90-day
period), and all interest thereon, accruing before or after expiration of said
90-day period, and all reasonable attorneys' fees, court costs and collection
charges, incurred before or after expiration of said 90-day period, in
endeavoring to collect or enforce any of the foregoing against Borrower or
Guarantor (whether or not suit be brought) and any other reasonable expenses of,
for or incidental to collection thereof.

10. INDEPENDENT LIABILITY. Guarantor hereby agrees that one or more successive
or concurrent actions may be brought hereon against Guarantor, in the same
action in which Borrower may be sued or in separate actions, as often as deemed
advisable by GBC. The liability of Guarantor hereunder is exclusive and
independent of any other guaranty of any or all of the Indebtedness whether
executed by Guarantor or by any other guarantor (including without limitation
any other persons signing this Guaranty). The liability of Guarantor hereunder
shall not be affected, revoked, impaired, or reduced by any one or more of the
following: (a) the fact that the Indebtedness exceeds the maximum amount of
Guarantor's liability, if any, specified herein or elsewhere (and no agreement
specifying a maximum amount of Guarantor's liability shall be enforceable unless
set forth in a writing signed by GBC or set forth in this Guaranty); or (b) any
direction as to the application of payment by Borrower or by any other party; or
(c) any other continuing or restrictive guaranty or undertaking or any
limitation on the liability of any other guarantor (whether under this Guaranty
or under any other agreement); or (d) any payment on or reduction of any such
other guaranty or undertaking; or (e) any revocation, amendment, modification or
release of any such other guaranty or undertaking; or (f) any dissolution or
termination of, or increase, decrease, or change in membership of any Guarantor
which is a partnership. Guarantor hereby expressly represents that he was not
induced to give this Guaranty by the fact that there are or may be other
guarantors either under this Guaranty or otherwise, and Guarantor agrees that
any release of any one or more of such other guarantors shall not release
Guarantor from his obligations hereunder either in full or to any lesser extent.
If Guarantor is a married person, Guarantor hereby expressly agrees that
recourse may be had against his or her separate property for all of his or her
obligations hereunder.

11. FINANCIAL CONDITION OF BORROWER. Guarantor is fully aware of the financial
condition of Borrower and is executing and delivering this Guaranty at
Borrower's request and based solely upon his own independent investigation of
all matters pertinent hereto, and Guarantor is not relying in any manner upon
any representation or statement of GBC with respect thereto. Guarantor
represents and warrants that he is in a position to obtain, and Guarantor hereby
assumes full responsibility for obtaining, any additional information concerning
Borrower's financial condition and any other matter pertinent hereto as
Guarantor may desire, and Guarantor is not relying upon or expecting GBC to
furnish to him any information now or hereafter in GBC's possession concerning
the same or any other matter. By executing this Guaranty, Guarantor knowingly
accepts the full range of risks encompassed within a contract of continuing
guaranty, which risks Guarantor acknowledges include without limitation the
possibility that Borrower will incur additional Indebtedness for which Guarantor
will be liable hereunder after Borrower's financial condition or ability to pay
such Indebtedness has deteriorated and/or after bankruptcy or insolvency
proceedings have been commenced by or against Borrower. Guarantor shall have no
right to require GBC to obtain or disclose any information with respect to the
Indebtedness, the financial condition or character of Borrower, the existence of
any collateral or security for any or all of the Indebtedness, the filing by or
against Borrower of any bankruptcy or insolvency proceeding, the existence of
any other guaranties of all or any part of the Indebtedness, any action or
non-action on the part of GBC, Borrower, or any other person, or any other
matter, fact, or occurrence.

12. REPORTS AND FINANCIAL STATEMENTS OF GUARANTOR. Guarantor shall, at its sole
cost and expense, at any time and from time to time, prepare or cause to be
prepared, and provide to GBC upon GBC's request (i) copies of Guarantor's annual
audited financial statements within 90 days after the end of Guarantor's fiscal
year. All reports and information furnished to GBC hereunder shall be complete,
accurate and correct in all material respects.



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13. REPRESENTATIONS AND WARRANTIES. Guarantor hereby represents and warrants
that (i) it is in Guarantor's direct interest to assist Borrower in procuring
credit, because Borrower is an affiliate of Guarantor, furnishes goods or
services to Guarantor, purchases or acquires goods or services from Guarantor,
and/or otherwise has a direct or indirect corporate or business relationship
with Guarantor, (ii) this Guaranty has been duly and validly authorized,
executed and delivered and constitutes the valid and binding obligation of
Guarantor, enforceable in accordance with its terms (except as enforcement may
be limited by equitable principles, regardless of whether considered in a
proceeding at law or in equity, and by bankruptcy, fraudulent conveyance,
insolvency, reorganization, moratorium or similar laws relating to creditors'
rights generally), and (iii) the execution and delivery of this Guaranty does
not violate or constitute a default under (with or without the giving of notice,
the passage of time, or both) any order, judgment, decree, instrument or
agreement to which Guarantor is a party or by which it or its assets are
affected or bound.

14. COSTS. Whether or not suit be instituted, Guarantor agrees to reimburse GBC
on demand for all reasonable attorneys' fees and all other reasonable costs and
expenses incurred by GBC in enforcing this Guaranty, or arising out of or
relating in any way to this Guaranty, or in enforcing any of the Indebtedness
against Guarantor.

15. NOTICES. Any notice which a party shall be required or shall desire to give
to the other hereunder (except for notice of revocation, which shall be governed
by Section 10 of this Guaranty) shall be given by personal delivery or by
telecopier or by depositing the same in the United States mail, first class
postage pre-paid, addressed to GBC at its address set forth in the heading of
this Guaranty and to Guarantor at his address set forth under his signature
hereon, and such notices shall be deemed duly given on the date of personal
delivery or one day after the date telecopied or 3 business days after the date
of mailing as aforesaid. GBC and Guarantor may change their address for purposes
of receiving notices hereunder by giving written notice thereof to the other
party in accordance herewith. Guarantor shall give GBC immediate written notice
of any change in his address.

16. CONSTRUCTION; SEVERABILITY. If more than one person has executed this
Guaranty, the term Guarantor as used herein shall be deemed to refer to all and
any one or more such persons and their obligations hereunder shall be joint and
several. Without limiting the generality of the foregoing, if more than one
person has executed this Guaranty, this Guaranty shall in all respects be
interpreted as though each person signing this Guaranty had signed a separate
Guaranty, and references herein to other guarantors or words of similar effect
shall include without limitation other persons signing this Guaranty. As used in
this Guaranty, the term property is used in its most comprehensive sense and
shall mean all property of every kind and nature whatsoever, including without
limitation real property, personal property, mixed property, tangible property
and intangible property. Words used herein in the masculine gender shall include
the neuter and feminine gender, words used herein in the neuter gender shall
include the masculine and feminine, words used herein in the singular shall
include the plural and words used in the plural shall include the singular,
wherever the context so reasonably requires. If any provision of this Guaranty
or the application thereof to any party or circumstance is held invalid, void,
inoperative or unenforceable, the remainder of this Guaranty and the application
of such provision to other parties or circumstances shall not be affected
thereby, the provisions of this Guaranty being severable in any such instance.

17. GENERAL PROVISIONS. GBC shall have the right to seek recourse against
Guarantor to the full extent provided for herein (subject to the limitation on
liability herein set forth) and in any other instrument or agreement evidencing
obligations of Guarantor to GBC, and the right to seek recourse against 



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Borrower to the full extent of the Indebtedness. No election in one form of
action or proceeding, or against any party, or on any obligation, shall
constitute a waiver of GBC's right to proceed in any other form of action or
proceeding or against any other party. The failure of GBC to enforce any of the
provisions of this Guaranty at any time or for any period of time shall not be
construed to be a waiver of any such provision or the right thereafter to
enforce the same. All remedies hereunder shall be cumulative and shall be in
addition to all rights, powers and remedies given to GBC by law or under any
other instrument or agreement. Time is of the essence in the performance by
Guarantor of each and every obligation under this Guaranty. If Borrower is a
corporation, partnership or other entity, Guarantor hereby agrees that GBC shall
have no obligation to inquire into the power or authority of Borrower or any of
its officers, directors, partners, or agents acting or purporting to act on its
behalf, and any Indebtedness made or created in reliance upon the professed
exercise of any such power or authority shall be included in the Indebtedness
guaranteed hereby. This Guaranty is the entire and only agreement between
Guarantor and GBC with respect to the guaranty of the Indebtedness of Borrower
by Guarantor, and all representations, warranties, agreements, or undertakings
heretofore or contemporaneously made, which are not set forth herein, are
superseded hereby. No course of dealings between the parties, no usage of the
trade, and no parol or extrinsic evidence of any nature shall be used or be
relevant to supplement or explain or modify any term or provision of this
Guaranty. There are no conditions to the full effectiveness of this Guaranty.
The terms and provisions hereof may not be waived, altered, modified, or amended
except in a writing executed by Guarantor and a duly authorized officer of GBC.
All rights, benefits and privileges hereunder shall inure to the benefit of and
be enforceable by GBC and its successors and assigns and shall be binding upon
Guarantor and his heirs, executors, administrators, personal representatives,
successors and assigns. Neither the death of Guarantor nor notice thereof to GBC
shall terminate this Guaranty as to his estate, and, notwithstanding the death
of Guarantor or notice thereof to GBC, this Guaranty shall continue in full
force and effect with respect to all Indebtedness, including without limitation
Indebtedness incurred or created after the death of Guarantor and notice thereof
to GBC. Section headings are used herein for convenience only. Guarantor
acknowledges that the same may not describe completely the subject matter of the
applicable Section, and the same shall not be used in any manner to construe,
limit, define or interpret any term or provision hereof.

18. GOVERNING LAW; VENUE AND JURISDICTION. This instrument and all acts and
transactions pursuant or relating hereto and all rights and obligations of the
parties hereto shall be governed, construed, and interpreted in accordance with
the internal laws of the State of California. In order to induce GBC to accept
this Guaranty, and as a material part of the consideration therefor, Guarantor
(i) agrees that all actions or proceedings relating directly or indirectly
hereto shall, at the option of GBC, be litigated in courts located within Los
Angeles County, California, (ii) consents to the jurisdiction of any such court
and consents to the service of process in any such action or proceeding by
personal delivery or any other method permitted by law; and (iii) waives any and
all rights Guarantor may have to transfer or change the venue of any such action
or proceeding.

19. MUTUAL WAIVER OF RIGHT TO JURY TRIAL. GBC AND GUARANTOR HEREBY WAIVE THE
RIGHT TO TRIAL BY JURY IN ANY ACTION, CLAIM, LAWSUIT OR PROCEEDING BASED UPON,
ARISING OUT OF, OR IN ANY WAY RELATING TO: (i) THIS GUARANTEE OR ANY SUPPLEMENT
OR AMENDMENT THERETO; OR (ii) ANY BREACH, CONDUCT, ACTS OR OMISSIONS OF GBC OR
GUARANTOR OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS,
ATTORNEYS OR ANY OTHER PERSON AFFILIATED WITH OR REPRESENTING GBC OR GUARANTOR;
IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR
OTHERWISE.

20. RECEIPT OF COPY. Guarantor acknowledges receipt of a copy of this Guaranty.


Guarantor Signature:

         Welsh, Carson, Anderson & Stowe VII, L.P.
              By WCAS VII Partners, L.P.,
              General Partner


         By________________________
                General Partner

         Address:   320 Park Avenue, Suite 2500
                    New York, New York  10022


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