**Exhibit 10.34****SUBSIDIARY GUARANTY**   New York, New York August 31, 2007FOR VALUE RECEIVED, and in consideration of note purchases from, or credit otherwise extendedor to be extended by Kallina Corporation (“Lender”) to or for the account of Applied DigitalSolutions, Inc., a Delaware corporation (the “Company”), from time to time and at any time and forother good and valuable consideration and to induce Lender, in its discretion, to purchase suchnotes or make other extensions of credit and to make or grant such renewals, extensions, releasesof collateral or relinquishments of legal rights as Lender may deem advisable, each of theundersigned (and each of them if more than one, the liability under this Guaranty being joint andseveral) (jointly and severally referred to as “Guarantors “ or “the undersigned”) unconditionallyguaranties to Lender, its successors, endorsees and assigns the prompt payment when due (whether byacceleration or otherwise) of all present and future obligations and liabilities of any and allkinds of the Company to Lender and of all instruments of any nature evidencing or relating to anysuch obligations and liabilities upon which the Company or one or more parties and the Company isor may become liable to Lender, whether incurred by the Company as maker, endorser, drawer,acceptor, guarantors , accommodation party or otherwise, and whether due or to become due, securedor unsecured, absolute or contingent, joint or several, and however or whenever acquired by Lender,whether arising under, out of, or in connection with (i) that certain Securities Purchase Agreementdated as of the date hereof by and between the Company and Lender (the “Securities PurchaseAgreement”) and (ii) each Related Agreement (other than the Registration Rights Agreement) referredto in the Securities Purchase Agreement (the Securities Purchase Agreement and each RelatedAgreement, as each may be amended, modified, restated and/or supplemented from time to time, arecollectively referred to herein as the “Documents”), or any documents, instruments or agreementsrelating to or executed in connection with the Documents or any documents, instruments oragreements referred to therein or otherwise, or any other obligations or liabilities of the Companyto Lender, whether now existing or hereafter arising, direct or indirect, liquidated orunliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced bya note, agreement, guaranty, instrument or otherwise (all of which are herein collectively referredto as the “Obligations”), and irrespective of the genuineness, validity, regularity orenforceability of such Obligations, or of any instrument evidencing any of the Obligations or ofany collateral therefor or of the existence or extent of such collateral, and irrespective of theallowability, allowance or disallowance of any or all of the Obligations in any case commenced byor against the Company under Title 11, United States Code, including, without limitation,obligations or indebtedness of the Company for post-petition interest, fees, costs and charges thatwould have accrued or been added to the Obligations but for the commencement of such case. Termsnot otherwise defined herein shall have the meaning assigned such terms in the Securities PurchaseAgreement. In furtherance of the foregoing, the undersigned hereby agrees as follows:
 
 

 
1. No Impairment. Lender may at any time and from time to time, either before orafter the maturity thereof, without notice to or further consent of the undersigned, extend thetime of payment of, exchange or surrender any collateral for, renew or extend any of theObligations or increase or decrease the interest rate thereon, or any other agreement with theCompany or with any other party to or person liable on any of the Obligations, or interestedtherein, for the extension, renewal, payment, compromise, discharge or release thereof, in whole orin part, or for any modification of the terms thereof or of any agreement between Lender and theCompany or any such other party or person, or make any election of rights Lender may deem desirableunder the United States Bankruptcy Code, as amended, or any other federal or state bankruptcy,reorganization, moratorium or insolvency law relating to or affecting the enforcement of creditors’rights generally (any of the foregoing, an “Insolvency Law”) without in any way impairing oraffecting this Guaranty. This Guaranty shall be effective regardless of the subsequentincorporation, merger or consolidation of the Company, or any change in the composition, nature,personnel or location of the Company and shall extend to any successor entity to the Company,including a debtor in possession or the like under any Insolvency Law.2. Guaranty Absolute. Subject to Section 5(c) hereof, each of the undersigned jointlyand severally guarantees that the Obligations will be paid strictly in accordance with the terms ofthe Documents and/or any other document, instrument or agreement creating or evidencing theObligations, regardless of any law, regulation or order now or hereafter in effect in anyjurisdiction affecting any of such terms or the rights of the Company with respect thereto.Guarantors hereby knowingly accept the full range of risk encompassed within a contract of“continuing guaranty” which risk includes the possibility that the Company will contract additionalobligations and liabilities for which Guarantors may be liable hereunder after the Company’sfinancial condition or ability to pay its lawful debts when they fall due has deteriorated, whetheror not the Company has properly authorized incurring such additional obligations and liabilities.The undersigned acknowledge that (i) no oral representations, including any representations toextend credit or provide other financial accommodations to the Company, have been made by Lender toinduce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Companyshall be governed solely by the provisions of the Documents. The liability of each of theundersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms,and shall remain in full force and effect without regard to, and shall not be released, suspended,discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever,including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment ormodification of or addition, consent or supplement to or deletion from or any other action orinaction under or in respect of the Documents or any other instruments or agreements relating tothe Obligations or any assignment or transfer of any thereof, (b) any lack of validity orenforceability of any Document or other documents, instruments or agreements relating to theObligations or any assignment or transfer of any thereof, (c) any furnishing of any additionalsecurity to Lender or its assignees or any acceptance thereof or any release of any security byLender or its assignees, (d) any limitation on any party’s liability or obligation under theDocuments or any other documents, instruments or agreements relating to the Obligations or anyassignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part,of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency,reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relatingto the Company, or any action taken with respect to this Guaranty by any trustee or receiver, or byany court, in any such proceeding, whether or not the undersigned shall have notice or knowledge ofany of the
 
2

 
foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, oramendment or waiver of or consent to departure from any guaranty or security, for all or any of theObligations or (g) any other circumstance which might otherwise constitute a defense available to,or a discharge of, the undersigned. Any amounts due from the undersigned to Lender shall bearinterest until such amounts are paid in full at the highest rate then applicable to theObligations. Obligations include post-petition interest whether or not allowed or allowable.3. Waivers.(a) This Guaranty is a guaranty of payment and not of collection. Lender shall beunder no obligation to institute suit, exercise rights or remedies or take any other actionagainst the Company or any other person or entity liable with respect to any of theObligations or resort to any collateral security held by it to secure any of the Obligationsas a condition precedent to the undersigned being obligated to perform as agreed herein andeach of the Guarantors hereby waives any and all rights which it may have by statute orotherwise which would require Lender to do any of the foregoing. Each of the Guarantorsfurther consents and agrees that Lender shall be under no obligation to marshal any assetsin favor of Guarantors, or against or in payment of any or all of the Obligations. Theundersigned hereby waives all suretyship defenses and any rights to interpose any defense,counterclaim or offset of any nature and description which the undersigned may have or whichmay exist between and among Lender, the Company and/or the undersigned with respect to theundersigned’s obligations under this Guaranty, or which the Company may assert on theunderlying debt, including but not limited to failure of consideration, breach of warranty,fraud, payment (other than cash payment in full of the Obligations), statute of frauds,bankruptcy, infancy, statute of limitations, accord and satisfaction, and usury.(b) Each of the undersigned further waives (i) notice of the acceptance of thisGuaranty, of the extensions of credit, and of all notices and demands of any kind to whichthe undersigned may be entitled, including, without limitation, notice of adverse change inthe Company’s financial condition or of any other fact which might materially increase therisk of the undersigned and (ii) presentment to or demand of payment from anyone whomsoeverliable upon any of the Obligations, protest, notices of presentment, non-payment or protestand notice of any sale of collateral security or any default of any sort.(c) Notwithstanding any payment or payments made by the undersigned hereunder, or anysetoff or application of funds of the undersigned by Lender, the undersigned shall not beentitled to be subrogated to any of the rights of Lender against the Company or against anycollateral or guarantee or right of offset held by Lender for the payment of theObligations, nor shall the undersigned seek or be entitled to seek any contribution orreimbursement from the Company in respect of payments made by the undersigned hereunder,until all amounts owing to Lender by the Company on account of the Obligations areindefeasibly paid in full and Lender’s obligation to extend credit pursuant to the Documentshas been irrevocably terminated. If, notwithstanding the foregoing, any amount shall bepaid to the undersigned on account of such subrogation rights at any time when all of theObligations shall not have been paid in full and Lender’s obligation to extend creditpursuant to the Documents shall not have been
 
3

 
terminated, such amount shall be held by the undersigned in trust for Lender,segregated from other funds of the undersigned, and shall forthwith upon, and in any eventwithin two (2) business days of, receipt by the undersigned, be turned over to Lender in theexact form received by the undersigned (duly endorsed by the undersigned to Lender, ifrequired), to be applied against the Obligations, whether matured or unmatured, in suchorder as Lender may determine, subject to the provisions of the Documents. Any and allpresent and future obligations and liabilities of the Company to any of the undersigned arehereby waived and postponed in favor of, and subordinated to the full payment andperformance of, all Obligations of the Company to Lender.4. Security. All sums at any time to the credit of the undersigned and any propertyof the undersigned in Lender’s possession or in the possession of any bank, financial institutionor other entity that directly or indirectly, through one or more intermediaries, controls or iscontrolled by, or is under common control with, Lender (each such entity, an “Affiliate”) shall bedeemed held by Lender or such Affiliate, as the case may be, as security for any and all of theundersigned’s obligations and liabilities to Lender and to any Affiliate of Lender, no matter howor when arising and whether under this or any other instrument, agreement or otherwise.5. Representations and Warranties. Each of the undersigned hereby jointly andseverally represents and warrants that, except as set forth in the Companies’ Disclosure Schedulesattached to the Security Agreement or in the Exchange Act Filings with respect to thoserepresentations and warranties set forth below that have parallel representations and warrantiesset forth in the Security Agreement which permit exceptions as set forth in the Companies’Disclosure Schedules and/or the Exchange Act Filings:(a) Corporate Status. It is a corporation, partnership or limited liabilitycompany, as the case may be, duly formed, validly existing and in good standing under thelaws of its jurisdiction of formation indicated on the signature page hereof and has fullpower, authority and legal right to own its property and assets and to transact the businessin which it is engaged.(b) Authority and Execution. It has full power, authority and legal right toexecute and deliver, and to perform its obligations under, this Guaranty and has taken allnecessary corporate, partnership or limited liability company, as the case may be, action toauthorize the execution, delivery and performance of this Guaranty.(c) Legal, Valid and Binding Character. This Guaranty constitutes its legal,valid and binding obligation enforceable in accordance with its terms, except asenforceability may be limited by applicable bankruptcy, insolvency, reorganization,moratorium or other laws of general application affecting the enforcement of creditor’srights and general principles of equity that restrict the availability of equitable or legalremedies.(d) Violations. The execution, delivery and performance of this Guaranty willnot violate any requirement of law applicable to it or any contract, agreement or instrumentto which it is a party or by which it or any of its property is bound or result in thecreation or imposition of any mortgage, lien or other encumbrance other than in favorof Lender on any of its property or assets pursuant to the provisions of any of theforegoing, which, in any of the foregoing cases, could reasonably be expected to have,either individually or in the aggregate, a Material Adverse Effect.
 
4

 
(e) Consents or Approvals. No consent of any other person or entity(including, without limitation, any creditor of the undersigned) and no consent, license,permit, approval or authorization of, exemption by, notice or report to, or registration,filing or declaration with, any governmental authority is required in connection with theexecution, delivery, performance, validity or enforceability of this Guaranty by it, exceptto the extent that the failure to obtain any of the foregoing could not reasonably beexpected to have, either individually or in the aggregate, a Material Adverse Effect.(f) Litigation. No litigation, arbitration, investigation or administrativeproceeding of or before any court, arbitrator or governmental authority, bureau or agency iscurrently pending or, to the best of its knowledge, threatened (i) with respect to thisGuaranty or any of the transactions contemplated by this Guaranty or (ii) against oraffecting it, or any of its property or assets, which, in each of the foregoing cases, ifadversely determined, could reasonably be expected to have a Material Adverse Effect.(g) Financial Benefit. It has derived or expects to derive a financial orother advantage from each and every loan, advance or extension of credit made under theDocuments or other Obligation incurred by the Company to Lender.(h) Solvency. As of the date of this Guaranty, (a) the fair value of itsproperty is greater than the total amount of its liabilities, including contingentliabilities; (b) the present fair salable value of its assets is not less than the amountthat will be required to pay its probable liability on its debts as they become absolute andmatured; (c) it does not intend to, and does not believe that it will, incur debts orliabilities beyond it’s ability to pay as such debts and liabilities mature; and (d) it isnot engaged in a business or transaction, and is not about to engage in a business ortransaction, for which it’s property would constitute an unreasonably small capital.6. Acceleration.(a) If (i) any Event of Default shall occur and be continuing under any of theDocuments (other than the Registration Rights Agreement), (ii) any of the undersigned shallapply for, consent to or suffer to exist the appointment of, or the taking of possession by,a receiver, custodian, trustee or liquidator of itself or of all or a substantial part ofits property, make a general assignment for the benefit of creditors, commence a voluntarycase under the federal bankruptcy laws (as now or hereafter in effect), be adjudicated abankrupt or insolvent, file a petition seeking to take advantage of any other law providingfor the relief of debtors, acquiesce to without challenge within ten (10) days of the filingthereof, or failure to have dismissed within thirty (30) days, any petition filed against itin any involuntary case under such bankruptcy laws, or take any action for the purpose ofeffecting any of the foregoing; (ii) if a notice of any lien, levy, or
 
5

 
assessment in excess of $500,000 in the aggregate is filed of record with respect toany assets of any of the undersigned by the United States of America or any department,agency, or instrumentality thereof and such levy or assessment is not paid, vacated,discharged, stayed or bonded within thirty (30) days from the entry thereof, or (iv) if anymaterial taxes or material debts owing at any time or times hereafter to any one of thembecomes a lien or encumbrance upon a material portion of any assets of the undersigned inLender’s possession, , any and all Obligations shall for purposes hereof, at Lender’soption, be deemed due and payable without notice notwithstanding that any such Obligation isnot then due and payable by the Company.(b) Each of the undersigned will promptly notify Lender of any default by suchundersigned in its respective performance or observance of any term or condition of anymaterial agreement for indebtedness to which the undersigned is a party if the effect ofsuch default is to cause, or permit the holder of any obligation under such materialagreement to cause, such monetary obligation to become due prior to its stated maturity and,if such an event occurs, Lender shall have the right to accelerate such undersigned’sobligations hereunder.7. Payments from Guarantors. Lender, in its sole and absolute discretion, with orwithout notice to the undersigned, may apply on account of the Obligations any payment from theundersigned or any other guarantors, or amounts realized from any security for the Obligations, ormay deposit any and all such amounts realized in a non-interest bearing cash collateral depositaccount to be maintained as security for the Obligations.8. Costs. The undersigned shall pay on demand, all costs, fees and expenses(including expenses for legal services of every kind) relating or incidental to the enforcement orprotection of the rights of Lender hereunder or under any of the Obligations.9. No Termination. This is a continuing irrevocable guaranty and shall remain in fullforce and effect and be binding upon the undersigned, and each of the undersigned’s successors andassigns, until all of the obligations under the Note have been indefeasibly paid in full andLender’s obligation to extend credit pursuant to the Documents has been irrevocably terminated. Ifany of the present or future Obligations are guarantied by persons, partnerships, corporations orother entities in addition to the undersigned, the death, release or discharge in whole or in partor the bankruptcy, merger, consolidation, incorporation, liquidation or dissolution of one or moreof them shall not discharge or affect the liabilities of any undersigned under this Guaranty.10. Recapture. Anything in this Guaranty to the contrary notwithstanding, if Lenderreceives any payment or payments on account of the liabilities guaranteed hereby, which payment orpayments or any part thereof are subsequently invalidated, declared to be fraudulent orpreferential, set aside and/or required to be repaid to a trustee, receiver, or any other partyunder any Insolvency Law, common law or equitable doctrine, then to the extent of any sum notfinally retained by Lender, the undersigned’s obligations to Lender shall be reinstated and thisGuaranty shall remain in full force and effect (or be reinstated) until payment shall have beenmade to Lender, which payment shall be due on demand.
 
6

 
11. Books and Records. The books and records of Lender showing the account betweenLender and the Company shall be admissible in evidence in any action or proceeding, shall bebinding upon the undersigned for the purpose of establishing the items therein set forth and shallconstitute prima facie proof thereof.12. No Waiver. No failure on the part of Lender to exercise, and no delay inexercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall anysingle or partial exercise by Lender of any right, remedy or power hereunder preclude any other orfuture exercise of any other legal right, remedy or power. Each and every right, remedy and powerhereby granted to Lender or allowed it by law or other agreement shall be cumulative and notexclusive of any other, and may be exercised by Lender at any time and from time to time.13. Waiver of Jury Trial. EACH OF THE UNDERSIGNED DESIRES THAT ITS DISPUTES BERESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OFTHE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH OF THE UNDERSIGNED HERETO WAIVES ALLRIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHERARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN LENDER, AND/OR ANY OF THE UNDERSIGNED ARISING OUTOF, CONNECTED WITH, RELATED OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM INCONNECTION WITH THIS GUARANTY, ANY DOCUMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO.14. Governing Law; Jurisdiction. THIS GUARANTY CANNOT BE CHANGED OR TERMINATEDORALLY, AND SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THESTATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TOPRINCIPLES OF CONFLICTS OF LAWS. EACH OF THE UNDERSIGNED HEREBY CONSENTS AND AGREES THAT THE STATEOR FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVEJURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN ANY OF THE UNDERSIGNED, ON THEONE HAND, AND LENDER, ON THE OTHER HAND, PERTAINING TO THIS GUARANTY OR ANY OF THE DOCUMENTS OR TOANY MATTER ARISING OUT OF OR RELATED TO THIS GUARANTY OR ANY OF THE DOCUMENTS; PROVIDED,THAT EACH OF THE UNDERSIGNED ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARDBY A COURT LOCATED OUTSIDE OF THE COUNTY OF NEW YORK, STATE OF NEW YORK; AND FURTHERPROVIDED, THAT NOTHING IN THIS GUARANTY SHALL BE DEEMED OR OPERATE TO PRECLUDE LENDER FROMBRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TOREALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OROTHER COURT ORDER IN FAVOR OF LENDER. EACH OF THE UNDERSIGNED EXPRESSLY SUBMITS AND CONSENTS INADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACHUNDERSIGNED HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL
 
7

 
JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS. EACH OF THE UNDERSIGNED HEREBYWAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION ORSUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTEREDOR CERTIFIED MAIL ADDRESSED TO SUCH UNDERSIGNED IN ACCORDANCE WITH SECTION 18 AND THAT SERVICE SOMADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH UNDERSIGNED’S ACTUAL RECEIPT THEREOF ORTHREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID.15. Understanding With Respect to Waivers and Consents. Each Guarantor warrants andagrees that each of the waivers and consents set forth in this Guaranty is made voluntarily andunconditionally after consultation with outside legal counsel and with full knowledge of itssignificance and consequences, with the understanding that events giving rise to any defense orright waived may diminish, destroy or otherwise adversely affect rights which such Guarantorotherwise may have against the Company, Lender or any other person or entity or against anycollateral. If, notwithstanding the intent of the parties that the terms of this Guaranty shallcontrol in any and all circumstances, any such waivers or consents are determined to beunenforceable under applicable law, such waivers and consents shall be effective to the maximumextent permitted by law.16. Severability. To the extent permitted by applicable law, any provision of thisGuaranty which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,be ineffective to the extent of such prohibition or unenforceability without invalidating theremaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shallnot invalidate or render unenforceable such provision in any other jurisdiction.17. Amendments, Waivers. No amendment or waiver of any provision of this Guaranty norconsent to any departure by the undersigned therefrom shall in any event be effective unless thesame shall be in writing executed by each of the undersigned directly affected by such amendmentand/or waiver and Lender.18. Notice. All notices, requests and demands to or upon the undersigned, shall be inwriting and shall be deemed to have been duly given or made (a) when delivered, if by hand, (b)three (3) days after being sent, postage prepaid, if by registered or certified mail, (c) whenconfirmed electronically, if by facsimile, or (d) when delivered, if by a recognized overnightdelivery service in each event, to the numbers and/or address set forth beneath the signature ofthe undersigned.19. Successors. Lender may, from time to time, without notice to the undersigned,sell, assign, transfer or otherwise dispose of all or any part of the Obligations and/or rightsunder this Guaranty. Without limiting the generality of the foregoing, Lender may assign, or grantparticipations to, one or more banks, financial institutions or other entities all or any part ofany of the Obligations. In each such event, Lender, its Affiliates and each and every immediateand successive purchaser, assignee, transferee or holder of all or any part of the Obligationsshall have the right to enforce this Guaranty, by legal action or otherwise, for its own benefit asfully as if such purchaser, assignee, transferee or holder were herein by name specifically givensuchright. Lender shall have an unimpaired right to enforce this Guaranty for its benefit withrespect to that portion of the Obligations which Lender has not disposed of, sold, assigned, orotherwise transferred.
 
8

 
20. Joinder. It is understood and agreed that any person or entity that desires tobecome a Guarantor hereunder, or is required to execute a counterpart of this Guaranty after thedate hereof pursuant to the requirements of any Document, shall become a Guarantor hereunder by (x)executing a joinder agreement in form and substance satisfactory to Lender, (y) deliveringsupplements to such exhibits and annexes to such Documents as Lender shall reasonably requestand/or as may be required by such joinder agreement and (z) taking all actions as specified in thisGuaranty as would have been taken by such such Guarantor had it been an original party to thisGuaranty, in each case with all documents required above to be delivered to Lender and with alldocuments and actions required above to be taken to the reasonable satisfaction of Lender.21. Release. Nothing except indefeasible payment in full of the obligations under theNote shall release any of the undersigned from liability under this Guaranty.22. Remedies Not Exclusive. The remedies conferred upon Lender in this Guaranty areintended to be in addition to, and not in limitation of any other remedy or remedies available toLender under applicable law or otherwise.23. Limitation of Obligations under this Guaranty. Each Guarantor and Lender (by itsacceptance of the benefits of this Guaranty) hereby confirms that it is its intention that thisGuaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code,the Uniform Fraudulent Conveyance Act of any similar Federal or state law. To effectuate theforegoing intention, each Guarantor and Lender (by its acceptance of the benefits of this Guaranty)hereby irrevocably agrees that the Obligations guaranteed by such Guarantor shall be limited tosuch amount as will, after giving effect to such maximum amount and all other (contingent orotherwise) liabilities of such Guarantor that are relevant under such laws and after giving effectto any rights to contribution pursuant to any agreement providing for an equitable contributionamong such Guarantor and the other Guarantors (including this Guaranty), result in the Obligationsof such Guarantor under this Guaranty in respect of such maximum amount not constituting afraudulent transfer or conveyance.24. Counterparts. This Guaranty may be executed in any number of counterparts, eachof which shall be an original, but all of which shall constitute one instrument. It is understoodand agreed that if facsimile copies of this Guaranty bearing facsimile signatures are exchangedbetween the parties hereto, such copies shall in all respects have the same weight, force and legaleffect and shall be fully as valid, binding, and enforceable as if such signed facsimile copieswere original documents bearing original signature.25. Repayment of Note. Notwithstanding anything to the contrary contained herein,upon the indefeasible payment in full of the obligations under the Note in immediately availablefunds, this Agreement shall automatically terminate and be without further force or effect
 
9

 
**[REMAINDER OF THIS PAGE IS BLANK.**