<PAGE>

                                                                   Exhibit 10.68


                       INDEMNITY AND GUARANTY AGREEMENT
                       --------------------------------

THIS INDEMNITY AND GUARANTY AGREEMENT (this "Agreement") made as of the 26 day
of October, 1999, by JOHN D.  CASTELLUCCI, an individual ("Indemnitor"), whose
address is 23805 Stuart Ranch Road, Suite 265, Malibu, California 90265, in
favor of CONVENIENCE STORE FINANCE COMPANY, LLC, a Delaware limited liability
company (together with its successors and assigns, "Lender").

                                  WITNESSETH:
                                  -----------

     WHEREAS, LLO-GAS, INC., a Delaware corporation ("Borrower"), has obtained a
loan in the principal amount of SEVEN MILLION EIGHT HUNDRED THOUSAND DOLLARS
($7,800,000.00) (the "Loan") from Lender;

     WHEREAS, the Loan is evidenced by certain Secured Promissory Notes dated of
even date herewith (each a "Note" and collectively, the "Notes"), executed-by-
Borrower and payable to the order of Lender in the stated aggregate principal
amount of the Loan and are secured by one or more deeds of trust, mortgages,
and/or deeds to secure debt (each a "Mortgage" and collectively, the
"Mortgages") on the commercial properties (each a "Property" and collectively,
the "Properties") with the addresses, in the counties and states set forth on
EXHIBIT A attached hereto, and by other documents and instruments (the Notes,
---------
the Mortgages and such other documents and instruments, as the same may from
time to time be amended, consolidated, renewed or replaced, being collectively
referred to herein as the "Loan Documents"); and

     WHEREAS, as a condition to making the Loan to Borrower, Lender has required
that Indemnitor indemnify Lender from and against and guarantee payment to
Lender of certain items for which Borrower is now or may hereafter be liable to
Lender.

     NOW, THEREFORE, to induce Lender to extend the Loan to Borrower and in
consideration of the foregoing premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Indemnitor hereby covenants and agrees for the benefit of Lender, as follows:

     1.  Indemnity and Guaranty.  Indemnitor hereby assumes liability for,
         ----------------------
hereby guarantees payment to Lender of hereby agrees to pay, protect, defend and
save Lender harmless from and against, and hereby indemnifies Lender from and
against any and all liabilities, obligations, losses, damages, costs and
expenses (including, without limitation, attorneys' fees), causes of action,
suits, claims, demands and judgments of any nature or description whatsoever
(collectively, "Costs") which may at any time be imposed upon, incurred by or
awarded against Lender as a result of:

         (a)  Proceeds paid under any insurance policies (or paid as a result of
any other claim or cause of action against any person or entity) by reason of
damage, loss or destruction to all or any portion of any Property, to the full
extent of such proceeds not previously delivered to Lender, but which, under the
terms of the Loan Documents, should have

                                       1
<PAGE>

been delivered to Lender;

          (b)  Proceeds or awards resulting from the condemnation or other
taking in lieu of condemnation of all or any portion of any Property, to the
full extent of such proceeds or awards not previously delivered to Lender, but
which, under the terms of the Loan Documents, should have been delivered to
Lender;

          (c)  Rents, issues, profits and revenues of all or any portion of any
Property received or applicable to a period after the occurrence of any Event of
Default (as defined in the Mortgage) or any event which will notice on the
passage of time, or both, would constitute an Event of Default, which are not
either applied to the ordinary and necessary expenses of owning and operating
the Property or paid to Lender;

          (d)  Waste committed on any Property by, or damage to any Property as
a result of the intentional misconduct or gross negligence of, Borrower or any
of its principals, officers, general partners or members or any agent or
employee of such persons, or any removal of Property in violation of the terms
of the Loan Documents, to the full extent of the losses or damages incurred by
Lender on account of such occurrence;

          (e)  Failure by Borrower to pay any valid taxes, assessments,
mechanic's liens, materialmen's liens or other liens which could create liens on
any portion of any Property which would be superior to the lien or security
title of the Mortgage or the other Loan Documents, except, with respect to any
such taxes or assessments, to the extent that funds have been deposited with
Lender pursuant to the terms of the Mortgage specifically for the applicable
taxes or assessments and not applied by Lender to pay such taxes;

          (f)  All obligations and indemnities of Borrower under the Loan
Documents relating to hazardous or toxic substances or compliance with
environmental laws and regulations to the full extent of any losses or damages
(including those resulting from diminution in value of any Property) incurred by
Lender as a result of the existence of such hazardous or toxic substances or
failure to comply with environmental laws or regulations; and

          (g)  Fraud or material misrepresentation or failure to disclose a
material fact by Borrower or any of its principals, officers, general partners
or members, any guarantor, any indemnitor or any agent, employee or other person
authorized or apparently authorized to make statements, representations or
disclosures on behalf of Borrower, any principal, officer, partner or members,
of Borrower, or any guarantor or any indemnitor, to the full extent of any
losses, damages and expenses of Lender on account thereof.

     This is a guaranty of payment and performance and not of collection.  The
liability of Indemnitor under this Agreement shall be direct and immediate and
not conditional or contingent upon the pursuit of any remedies against Borrower
or any other person (including, without limitation, other guarantors, if any),
nor against the collateral for the Loan.  Indemnitor waives any right to require
that an action be brought against Borrower or any other person or to require
that resort be had to any collateral for the Loan or to any balance of any
deposit account or credit on the books of Lender in favor of Borrower or any
other person.  In the event, on account of the Bankruptcy Reform Act of 1978, as
amended, or any other debtor relief law

                                       2
<PAGE>

(whether statutory, common law, case law or otherwise) of any jurisdiction
whatsoever, now or hereafter in effect, which may be or become applicable,
Borrower shall be relieved of or fail to incur any debt, obligation or liability
as provided in the Loan Documents, Indemnitor shall nevertheless be fully liable
therefor. In the event of a default under the Loan Documents which is not cured
within any applicable grace or cure period. Lender shall have the right to
enforce its rights, powers and remedies (including, without limitation,
foreclosure of all or any portion of the collateral for the Loan) thereunder or
hereunder, in any order, and all rights, powers and remedies available to Lender
in such event shall be non-exclusive and cumulative of all other rights, powers
and remedies provided thereunder or hereunder or by law or in equity. If the
indebtedness and obligations guaranteed hereby are partially paid or discharged
by reason of the exercise of any of the remedies available to Lender, this
Agreement shall nevertheless remain in full force and effect, and Indemnitor
shall remain liable for all remaining indebtedness and obligations guaranteed
hereby, even though any rights which Indemnitor may have against Borrower may be
destroyed or diminished by the exercise of any such remedy.

     2.  Indemnification Procedures.
         --------------------------

         (a)  If any action shall be brought against Lender based upon any of
the matters for which Lender is indemnified hereunder, Lender shall notify
Indemnitor in writing thereof and Indemnitor shall promptly assume the defense
thereof, including, without limitation, the employment of counsel acceptable to
Lender and the negotiation of any settlement; provided, however, that any
failure of Lender to notify Indemnitor of such matter shall not impair or reduce
the obligations of Indemnitor hereunder. Lender shall have the right, at the
expense of Indemnitor (which expense shall be included in Costs), to employ
separate counsel in any such action and to participate in the defense thereof.
In the event Indemnitor shall fail to discharge or undertake to defend Lender
against any claim, loss or liability for which Lender is indemnified hereunder,
Lender may, at its sole option and election, defend or settle such claim, loss
or liability. The liability of Indemnitor to Lender hereunder shall be
conclusively established by such settlement, provided such settlement is made in
good faith, the amount of such liability to include both the settlement
consideration and the costs and expenses, including, without limitation,
attorneys' fees and disbursements incurred by Lender in effecting such
settlement. In such event, such settlement consideration, costs and expenses
shall be included in Costs and Indemnitor shall pay the same as hereinafter
provided. Lender's good faith in any such settlement shall be conclusively
established if the settlement is made on the advice of independent legal counsel
for Lender.

         (b)  Indemnitor shall not, without the prior written consent of Lender:
(i) settle or compromise any action, suit, proceeding or claim or consent to the
entry of any judgment that does not include as an unconditional term thereof the
delivery by the claimant or plaintiff to Lender of a full and complete written
release of Lender (in form, scope and substance satisfactory to Lender in its
sole discretion) from all liability in respect of such action, suit, proceeding
or claim and a dismissal with prejudice of such action, suit, proceeding or
claim; or (ii) settle or compromise any action, suit, proceeding or claim in any
manner that may adversely affect Lender or obligate Lender to pay any sum or
perform any obligation as determined by Lender in its sole discretion.

         (c)  All Costs shall be immediately reimbursable to Lender when and as

                                       3
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incurred and, in the event of any litigation, claim or other proceeding, without
any requirement of waiting for the ultimate outcome of such litigation, claim or
other proceeding, and Indemnitor shall pay to Lender any and all Costs within
ten (10) days after written notice from Lender itemizing the amounts thereof
incurred to the date of such notice. In addition to any other remedy available
for the failure of Indemnitor to periodically pay such Costs, such Costs, if not
paid within said ten-day period, shall bear interest at the Default Rate (as
defined in the Notes).

     3.  Reinstatement of Obligations.  If at any time all or any part of any
         ----------------------------
payment made by Indemnitor or received by Lender from Indemnitor under or with
respect to this Agreement is or must be rescinded or returned for any reason
whatsoever (including, but not limited to, the insolvency, bankruptcy or
reorganization of Indemnitor or Borrower), then the obligations of Indemnitor
hereunder shall, to the extent of the payment rescinded or returned, be deemed
to have continued in existence, notwithstanding such previous payment made by
Indemnitor, or receipt of payment by Lender, and the obligations of Indemnitor
hereunder shall continue to be effective or be reinstated, as the case may be,
as to such payment, all as though such previous payment by Indemnitor had never
been made.

     4.  Waivers by Indemnitor.  To the extent permitted by law, Indemnitor
         ---------------------
hereby waives and agrees not to assert or take advantage of:

         (a)  Any right to require Lender to proceed against Borrower or any
other person or to proceed against or exhaust any security held by Lender at any
time or to pursue any other remedy in Lender's power or under any other
agreement before pr oceeding against Indemnitor hereunder;

         (b)  The defense of the statute of limitations in any action hereunder;

         (c)  Any defense that may arise by reason of the incapacity, lack of
authority, death or disability of any other person or persons or the failure of
Lender to file or enforce a claim against the estate (in administration,
bankruptcy or any other proceeding) of any other person or persons.

         (d)  Demand, presentment for payment, notice of nonpayment, intent to
accelerate, acceleration, protest, notice of protest and all other notices of
any kind, or the lack of any thereof, including, without limiting the generality
of the foregoing notice of the existence, creation or incurring of any new or
additional indebtedness or obligation or of any action or non-action on the part
of Borrower, Lender, any endorser or creditor of Borrower or of Indemnitor or on
the part of any other person whomsoever under this or any other instrument in
connection with any obligation or evidence of indebtedness held by Lender;

         (e)  Any defense based upon an election of remedies by Lender,

         (f)  Any right or claim or right to cause a marshalling of the assets
of Indemnitor;

         (g)  Any principle or provision of law, statutory or otherwise, which
is or

                                       4
<PAGE>

might be in conflict with the terms and provisions of this Agreement;

         (h)  Any duty on the part of Lender to disclose to Indemnitor any facts
Lender may now or hereafter know about Borrower or the Properties, regardless of
whether Lender has reason to believe that any such facts materially increase the
risk beyond that which Indemnitor intends to assume or has reason to believe
that such facts are unknown to Indemnitor or has a reasonable opportunity to
communicate such facts to Indemnitor, it being understood and agreed that
Indemnitor is fully responsible for being and keeping informed of the financial
condition of Borrower, of the condition of the Properties and of any and all
circumstances bearing on the risk that liability may be incurred by Indemnitor
hereunder;

         (i)  Any lack of notice of disposition or of manner of disposition of
any collateral for the Loan;

         (j)  Any invalidity, irregularity or unenforceability, in whole or in
part, of any one or more of the Loan Documents;

         (k)  Any lack of commercial reasonableness in dealing with the
collateral for the Loan;

         (l)  Any deficiencies in the collateral for the Loan or any deficiency
in the ability of Lender to collect or to obtain performance from any persons or
entities now or hereafter liable for the payment and performance of any
obligation hereby guaranteed;

         (m)  Any assertion or claim that the automatic stay provided by 11
U.S.C. (S)362 (arising upon the voluntary or involuntary bankruptcy proceeding
of Borrower) or any other stay provided under any other debtor relief law
(whether statutory, common law, case law or otherwise) of any jurisdiction
whatsoever, now or hereafter in effect, which may be or become applicable, shall
operate or be interpreted to stay, interdict, condition, reduce or inhibit the
ability of Lender to enforce any of its rights, whether now or hereafter
required, which Lender may have against Indemnitor or the collateral for the
Loan;

         (n)  Any modifications of the Loan Documents or any obligation of
Borrower relating to the Loan by operation of law or by action of any court,
whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other
debtor relief law (whether statutory, common law, case law or otherwise) of any
jurisdiction whatsoever, now or hereafter in effect, or otherwise; and

         (o)  Any action, occurrence, event or matter consented to by Indemnitor
under Section 5(g) hereof, under any other provision hereof, or otherwise.

      5. General Provisions.
         ------------------

         (a)  Fully Recourse.  All of the terms and provisions of this Agreement
              --------------
are recourse obligations of Indemnitor and not restricted by any limitation on
personal liability.

         (b)  Unsecured Obligations.  Indemnitor hereby acknowledges that
              ---------------------
Lender's

                                       5
<PAGE>

appraisal of the Properties is such that Lender is not willing to accept the
consequences of the inclusion of Indemnitor's indemnity set forth herein among
the obligations secured by the Mortgages and the other Loan Documents and that
Lender would not make the Loan but for the unsecured personal liability
undertaken by Indemnitor herein.

         (c)  Survival.  This Agreement shall be deemed to be continuing in
              --------
nature and shall remain in full force and effect and shall survive the exercise
of any remedy by Lender under the Mortgage or any of the other Loan Documents,
including, without limitation, any foreclosure or deed in lieu thereof even if,
as a part of such remedy, the Loan is paid or satisfied in full.

         (d)  No Subrogation: No Recourse Against Lender.  Notwithstanding the
              ------------------------------------------
satisfaction by Indemnitor of any liability hereunder, Indemnitor shall not have
any right of subrogation, contribution, reimbursement or indemnity whatsoever or
any, right of recourse to or with respect to the assets or property of Borrower
or to any collateral for the Loan. In connection with the foregoing, Indemnitor
expressly waives any and all rights of subrogation to Lender against Borrower,
and Indemnitor hereby waives any rights to enforce any remedy which Lender may
have against Borrower and any right to participate in any collateral for the
Loan. In addition to and without in any way limiting the foregoing, Indemnitor
hereby subordinates any and all indebtedness of Borrower now or hereafter owed
to Indemnitor to all indebtedness of Borrower to Lender, and agrees with Lender
that Indemnitor shall not demand or accept any payment of principal or interest
from Borrower, shall not claim any offset or other reduction of Indemnitor's
obligations hereunder because of any such indebtedness and shall not take any
action to obtain any of the collateral from the Loan. Further, Indemnitor shall
not have any right of recourse against Lender by reason of any action Lender may
take or omit to take under the provisions of this Agreement or under the
provisions of any of the Loan Documents.

         (e)  Reservation of Rights.  Nothing contained in this Agreement shall
              ---------------------
prevent or in any way diminish or interfere with any rights or remedies,
including, without limitation, the right to contribution, which Lender may have
against Borrower, Indemnitor or any other party under the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 (codified at
Title 42 U.S.C. (S)9601 et seq.), as it may be amended from time to time, or any
                        -------
other applicable federal, state or local laws, all such rights being hereby
expressly reserved.

         (f)  Rights Cumulative: Payments.  Lender's rights under this Agreement
              ---------------------------
shall be in addition to all rights of Lender under the Notes, the Mortgages and
the other Loan Documents. Further, payments made by Indemnitor under this
Agreement shall not reduce in any respect Borrower's obligations and liabilities
under the Notes, the Mortgages and the other Loan Documents.

         (g)  No Limitation on Liability.  Indemnitor hereby consents and
              --------------------------
agrees that Lender may at any time and from time to time without further consent
from Indemnitor do any of the following events, and the liability of Indemnitor
under this Agreement shall be unconditional and absolute and shall in no way be
impaired or limited by any of the following events, whether occurring with or
without notice to Indemnitor or with or without consideration: (i) any
extensions of time for performance required by any of the Loan Documents or
extension or renewal of the Notes; (ii) any sale, assignment or foreclosure of
the Notes, the Mortgages or any of the other Loan Documents or any sale or
transfer of the Property;

                                       6
<PAGE>

(iii) any change in the composition of Borrower, including, without limitation,
the withdrawal or removal of Indemnitor from any current or future position of
ownership, management or control of Borrower; (iv) the accuracy or inaccuracy of
the representations and warranties made by Indemnitor herein or by Borrower in
any of the Loan Documents; (v) the release of Borrower or of any other person or
entity from performance or observance of any of the agreements, covenants, terms
or conditions contained in any of the Loan Documents by operation of law,
Lender's voluntary act or otherwise; (vi) the release or substitution in whole
or in part of any security for the Loan; (vii) Lender's failure to record any
Mortgage or to file any financing statement (or Lender's improper recording or
filing thereof) or to otherwise perfect, protect, secure or insure any lien or
security interest given as security for the Loan; (viii) the modification of the
terms of any one or more of the Loan Documents; or (ix) the taking or failure to
take any action of any type whatsoever. No such action which Lender shall take
or fail to take in connection with the Loan Documents or any collateral for the
Loan, nor any course of dealing with Borrower or any other person, shall limit,
impair or release Indemnitor's obligations hereunder, affect this Agreement in
any way or afford Indemnitor any recourse against Lender. Nothing contained in
this Section shall be construed to require Lender to take or refrain from taking
any action referred to herein.

         (h)  Entire Agreement; Amendment; Severability.  This Agreement
              -----------------------------------------
contains the entire agreement between the parties respecting the matters herein
set forth and supersedes all prior agreements, whether written or oral, between
the parties respecting such matters. Any amendments or modifications hereto, in
order to be effective, shall be in writing and executed by the parties hereto. A
determination that any provision of this Agreement is unenforceable or invalid
shall not affect the enforceability or validity of any other provision, and any
determination that the application of any provision of this Agreement to any
person or circumstance is illegal or unenforceable shall not affect the
enforceability or validity of such provision as it may apply to any other
persons or circumstances.

         (i)  Governing Law; Binding Effect; Waiver of Acceptance.  This
              ---------------------------------------------------
Agreement shall be governed by and construed in accordance with the laws of the
State of New York, except to the extent that the applicability of any of such
laws may now or hereafter be preempted by Federal law, in which case such
Federal law shall so govern and be controlling. This Agreement shall bind
Indemnitor and the heirs, personal representatives, successors and assigns of
Indemnitor and shall inure to the benefit of Lender and the officers, directors,
shareholders, agents and employees of Lender and their respective heirs,
successors and assigns. Notwithstanding the foregoing, Indemnitor shall not
assign any of its rights or obligations under this Agreement without the prior
written consent of Lender, which consent may be withheld by Lender in its sole
discretion. Indemnitor hereby waives any acceptance of this Agreement by Lender,
and this Agreement shall immediately be binding upon Indemnitor.

         (j)  Notices.  All notices and other communications given pursuant to
              -------
or in connection with this Agreement shall be in dully executed writing
delivered to the parties at the addresses set forth below (or such other address
as may be provided by one party in a notice to the other):

     If to Secured Party:

                                       7
<PAGE>

     Convenience Store Finance Company, LLC
     10880 Wilshire Boulevard
     21st Floor
     Los Angeles, CA 90071
     Attention: Steven M. Wheelon
     Facsimile No.:  (310) 481-2899

     With a Copy To:

     Credit Suisse First Boston Mortgage Capital LLC
     11 Madison Avenue
     New York, New York 10010
     Attention:  Malini Majumdar and Edmund Taylor
     Facsimile No.:  (212) 325-8218
                     (212) 325-8106

     With a Copy To:

     Stroock & Stroock & Lavan LLP
     2029 Century Park East, Suite 1800
     Los Angeles, CA 90067
     Attention: Chauncey M.  Swalwell, Esq.
     Facsimile No.:  (310) 556-5959

     If to Indemnitor:

     Mr.  John D.  Castellucci
     23805 Stuart Ranch Road, Suite 265
     Malibu, CA  90265
     Facsimile No.:  (310) 456-6094

     With a copy to:

     The Law Firm of Kenneth P.  Roberts
     6355 Topanga Canyon Blvd.
     Woodland Hills, CA  91367
     Attention: Kenneth P.  Roberts, Esq.
     Facsimile No.:  (818) 888-2686

          Notice delivered in accordance with the foregoing shall be effective
(i) when delivered, if delivered personally or by receipted-for telex,
telecopier, or facsimile transmission; (ii) one (1) day after being delivered in
the United States (properly addressed and all fees paid) for overnight delivery
service to a courier (such as Federal Express) which regularly provides such
service and regularly obtains executed receipts evidencing delivery or (iii)
five (5) days after being deposited (properly addressed and stamped for first-
class delivery) in a daily serviced United States mail box.

                                       8
<PAGE>

     (k) No Waiver; Time of Essence; Business Day.  The failure of any party
         ----------------------------------------
hereto to enforce any right or remedy hereunder, or to promptly enforce any such
right or remedy, shall not constitute a waiver thereof nor give rise to any
estoppel against such party nor excuse any of the parties hereto from their
respective obligations hereunder. Any waiver of such right or remedy must be in
writing and signed by the party to be bound. This Agreement is subject to
enforcement at law or in equity, including actions for damages or specific
performance. Time is of the essence hereof. The term "business day" as used
herein shall mean a weekday, Monday through Friday, except a legal holiday or a
day on which banking institutions in New York are authorized by law to be
closed.

     (l) Captions for Convenience.  The captions and headings of the sections
         ------------------------
and paragraphs of this Agreement are for convenience of reference only and shall
not be construed in interpreting the provisions hereof.

     (m) Attorneys' Fees.  In the event it is necessary for Lender to retain the
         ---------------
services of an attorney or any other consultants in order to enforce this
Agreement, or any portion thereof, Indemnitor agrees to pay to Lender any and
all costs and expenses, including, without limitation, attorneys' fees, incurred
by Lender as a result thereof and such costs, fees and expenses shall be
included in Costs.

     (n) Successive Actions.  A separate right of action hereunder shall arise
         ------------------
each time Lender acquires knowledge of any matter indemnified or guaranteed by
Indemnitor under this Agreement. Separate and successive actions may be brought
hereunder to enforce any of the provisions hereof at any time and from time to
time. No action hereunder shall preclude any subsequent action, and Indemnitor
hereby waives and covenants not to assert any defense in the nature of splitting
of causes of action or merger of judgments.

     (o) Reliance.  Lender would not make the Loan to Borrower without this
         --------
Agreement. Accordingly, Indemnitor intentionally and unconditionally enters
into, the covenants and agreements as set forth above and understands that, in
reliance upon and in consideration of such covenants and agreements, the Loan
shall be made and, as part and parcel thereof, specific monetary and other
obligations have been, are being and shall be entered into which would not be
made or entered into but for such reliance.

     (p) SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL.
         ------------------------------------------------

         (1)  INDEMNITOR, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY,
INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL,
(A) SUBMITS TO PERSONAL JURISDICTION IN THE STATE OF NEW YORK OVER ANY SUIT,
ACTION OR PROCEEDING BY ANY PERSON ARISING FROM OR RELATING TO THIS AGREEMENT,
(B) AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING MAY BE BROUGHT IN ANY STATE
OR FEDERAL COURT OF COMPETENT JURISDICTION OVER THE COUNTY IN WHICH THE PROPERTY
IS LOCATED, (C) SUBMITS TO THE JURISDICTION OF SUCH COURTS, AND, (D) TO THE
FULLEST EXTENT PERMITTED BY LAW, INDEMNITOR AGREES THAT IT WILL NOT BRING ANY
ACTION, SUIT OR PROCEEDING IN ANY OTHER FORUM (BUT NOTHING HEREIN SHALL AFFECT
THE RIGHT OF LENDER TO BRING ANY ACTION, SUIT OR PROCEEDING

                                       9
<PAGE>

IN ANY OTHER FORUM). INDEMNITOR FURTHER CONSENTS AND AGREES TO SERVICE OF ANY
SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING
BY REGISTERED OR CERTIFIED U.S. MAIL., POSTAGE PREPAID, TO THE INDEMNITOR AT THE
ADDRESS FOR NOTICES DESCRIBED IN SECTION 5(j) HEREOF, AND CONSENTS AND AGREES
THAT SUCH SERVICE SHALL CONSTITUTE IN , EVERY RESPECT VALID AND EFFECTIVE
SERVICE (BUT NOTHING HEREIN SHALL AFFECT THE VALIDITY OR EFFECTIVENESS OF
PROCESS SERVED IN ANY OTHER MANNER PERMITTED BY LAW).

                (2)  LENDER AND INDEMNITOR, TO THE FULL EXTENT PERMITTED BY LAW,
HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF
COMPETENT COUNSEL, WAIVE, RELINQUISH AND FOREVER FORGO THE RIGHT TO A TRIAL BY
JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY
RELATING TO THIS AGREEMENT OR ANY CONDUCT, ACT OR OMISSION OF LENDER OR
INDEMNITOR, OR ANY OF THEIR DIRECTORS, OFFICERS, PARTNERS., MEMBERS, EMPLOYEES,
AGENTS OR ATTORNEYS, OR ANY OTHER PERSONS AFFILIATED WITH LENDER OR INDEMNITOR.
IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.

          (q)   Waiver by Indemnitor.  Indemnitor covenants and agrees that,
                --------------------
upon the commencement of a voluntary or involuntary bankruptcy proceeding by or
against Borrower, Indemnitor shall not seek or cause Borrower or any other
person or entity to seek a supplemental stay or other relief, whether injunctive
or otherwise, pursuant to 1I U.S.C. (S) 105 or any other provision of the
Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law
(whether statutory, common law, case law or otherwise) of any jurisdiction
whatsoever, now or hereafter in effect, which may be or become applicable, to
stay, interdict, condition, reduce or inhibit the ability of Lender to enforce
any rights of Lender against Indemnitor or the collateral for the Loan by virtue
of this Agreement or otherwise.

          (r)   No Petition.  Indemnitor hereby covenants and agrees that it
                -----------
will not at any time institute against Borrower, or join in any institution
against Borrower of any bankruptcy proceedings under any United States Federal
or state bankruptcy or similar law.

     IN WITNESS WHEREOF, Indemnitor has executed this Indemnity Agreement as of
the day and year first above written.


                                           /s/ John Castellucci
                                        ---------------------------
                                             JOHN D. CASTELLUCCI

                                       10