PERSONAL GUARANTY


          THIS
PERSONAL GUARANTY (the “Guaranty”) is made as of December __, 2008 by Robert
Chance, an individual (“Guarantor”), in favor of TRAFALGAR CAPITAL SPECIALIZED INVESTMENT FUND, FIS, (the
“Lender”) under that certain Credit Agreement dated as of the date hereof (the
“Credit Agreement”). Capitalized terms used herein but not otherwise defined
herein, shall have the meanings set forth in the Credit Agreement.


          In order to
induce the Lender to extend credit to Borrowers and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, it
is hereby agreed that:


ARTICLE I

THE GUARANTY


          1.1 The Guaranty.
Guarantor hereby unconditionally and absolutely guarantees to the Lender the
full and complete payment and performance when due (whether at stated maturity,
by acceleration or otherwise) of each of the Obligations. This is a guaranty of
payment and performance and not of collection.


          1.2 Waivers and Consents.
(a) Guarantor acknowledges that the obligations undertaken herein involve the
guaranty of obligations of a Person other than Guarantor and, in full
recognition of that fact, Guarantor consents and agrees that the Lender may, at
any time and from time to time, without notice or demand, and without affecting
the enforceability or continuing effectiveness hereof: (i) supplement, modify,
amend, extend, renew, accelerate or otherwise change the time for payment or
the other terms of the Obligations or any part thereof, including without
limitation any increase or decrease of the principal amount thereof or the
rate(s) of interest thereon; (ii) supplement, modify, amend or waive, or
enter into or give any agreement, approval or consent with respect to, the
Obligations or any part thereof, or any of the Loan Documents or any additional
security or guaranties, or any condition, covenant, default, remedy, right,
representation or term thereof or thereunder; (iii) accept new or additional
instruments, documents or agreements in exchange for or relative to any of the
Loan Documents or the Obligations or any part thereof; (iv) accept partial
payments on the Obligations; (v) receive and hold additional security or
guaranties for the Obligations or any part thereof; (vi) release, reconvey,
terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute,
transfer and/or enforce any security or guaranties, and apply any security and
direct the order or manner of sale thereof as the Lender in its sole and
absolute discretion may determine; (vii) release any Person from any personal
liability with respect to the Obligations or any part thereof; (viii) settle,
release on terms satisfactory to the Lender or by operation of applicable law
or otherwise, liquidate or enforce any Obligations and any security or guaranty
in any manner, consent to the transfer of any security and bid and purchase at
any sale; and/or (ix) consent to the merger, change or any other restructuring
or termination of the corporate existence of either Borrower or any other
Person, and correspondingly restructure the Obligations, and any such merger,
change, restructuring or termination shall not affect the liability of
Guarantor or the continuing effectiveness hereof, or the enforceability hereof
with respect to all or any part of the Obligations.






                    (b)
Upon the occurrence and during the continuance of any Event of Default, the
Lender may enforce this Guaranty independently of any other remedy, guaranty or
security the Lender at any time may have or hold in connection with the
Obligations, and it shall not be necessary for the Lender to marshal assets in
favor of the Borrowers, any other guarantor of the Obligations or any other
Person or to proceed upon or against and/or exhaust any security or remedy
before proceeding to enforce this Guaranty. Guarantor expressly waives any
right to require the Lender to marshal assets in favor of the Borrowers or any
other Person or to proceed against either Borrower or any other guarantor of
the Obligations or any collateral provided by any Person, and agrees that the
Lender may proceed against any obligor and/or the collateral in such order as
the Lender shall determine in its sole and absolute discretion. The Lender may
file a separate action or actions against Guarantor, whether action is brought
or prosecuted with respect to any security or against any other Person, or
whether any other Person is joined in any such action or actions. Guarantor
agrees that the Lender and Borrowers may deal with each other in connection
with the Obligations or otherwise, or alter any contracts or agreements now or
hereafter existing between them, in any manner whatsoever, all without in any
way altering or affecting the security of this Guaranty.


                    (c)
The Lender’s rights hereunder shall be reinstated and revived, and the
enforceability of this Guaranty shall continue, with respect to any amount at
any time paid on account of the Obligations which thereafter shall be required
to be restored or returned by the Lender upon the bankruptcy, insolvency or
reorganization of any Person, all as though such amount had not been paid. The
rights of the Lender created or granted herein and the enforceability of this
Guaranty shall remain effective at all times until the Termination Date to
guarantee the full amount of all the Obligations even though the Obligations,
including any part thereof or any other security or guaranty therefor, may be
or hereafter may become invalid or otherwise unenforceable as against the Borrowers
or any other guarantor of the Obligations and whether or not the Borrowers or
any other guarantor of the Obligations shall have any personal liability with
respect thereto.


                    (d)
Guarantor expressly waives, to the fullest extent permitted by applicable law,
any and all defenses which Guarantor shall or may have as of the date hereof
arising or asserted by reason of: (i) any disability or other defense of the
Borrowers or any other guarantor for the Obligations with respect to the Obligations;
(ii) the unenforceability or invalidity of any security for or guaranty of the
Obligations or the lack of perfection or continuing perfection or failure of
priority of any security for the Obligations; (iii) the cessation for any
cause whatsoever of the liability of the Borrowers or any other guarantor of
the Obligations (other than by reason of the full payment and performance of
all Obligations (other than contingent indemnification obligations)); (iv) any
failure of the Lender to marshal assets in favor of the Borrowers or any other
Person; (v) any failure of the Lender to give notice of sale or other
disposition of collateral to the Borrowers or any other Person or any defect in
any notice that may be given in connection with any sale or disposition of
collateral; (vi) any failure of the Lender to comply with applicable Laws in
connection with the sale or other disposition of any collateral or other
security for any Obligation, including, without limitation, any failure of the
Lender to conduct a commercially reasonable sale or other disposition of any
collateral or other security for any Obligation; (vii) any act or omission of
the Lender or others that directly or indirectly results in or aids the
discharge or release of either Borrower or any other guarantor of the
Obligations, or of any security or guaranty therefor by operation of law or
otherwise; (viii) any Law which provides that the obligation of a surety or
guarantor must neither be larger in amount nor in other respects more burdensome
than that of the principal or which reduces a surety’s or guarantor’s
obligation in proportion to the principal obligation; (ix) any failure of the
Lender to file or enforce a claim in any bankruptcy or other proceeding with
respect to any Person; (x) the election by the Lender, in any bankruptcy
proceeding of any Person, of the application or non-application of Section
1111(b)(2) of the United States Bankruptcy Code; (xi) any extension of credit
or the grant of any lien under Section 364 of the United States


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Bankruptcy
Code; (xii) any use of collateral under Section 363 of the United States
Bankruptcy Code; (xiii) any agreement or stipulation with respect to the
provision of adequate protection in any bankruptcy proceeding of any Person;
(xiv) the avoidance of any lien or security interest in favor of the Lender for
any reason; (xv) any bankruptcy, insolvency, reorganization, arrangement,
readjustment of debt, liquidation or dissolution proceeding commenced by or
against any Person, including without limitation any discharge of, or bar or
stay against collecting, all or any of the Obligations (or any interest
thereon) in or as a result of any such proceeding; or (xvi) any action taken by
the Lender that is authorized by this Section or any other provision of any
Loan Document. Guarantor expressly waives all setoffs and counterclaims and all
presentments, demands for payment or performance, notices of nonpayment or
nonperformance, protests, notices of protest, notices of dishonor and all other
notices or demands of any kind or nature whatsoever with respect to the
Obligations, and all notices of acceptance of this Guaranty or of the
existence, creation or incurrence of new or additional Obligations.



          1.3 Condition of Borrowers.
Guarantor represents and warrants to the Lender that it has established
adequate means of obtaining from the Borrowers, on a continuing basis,
financial and other information pertaining to the businesses, operations and
condition (financial and otherwise) of the Borrowers and their assets and
properties. Guarantor hereby expressly waives and relinquishes any duty on the
part of the Lender (should any such duty exist) to disclose to Guarantor any
matter, fact or thing related to the business, operations or condition
(financial or otherwise) of the Borrowers or their assets or properties,
whether now known or hereafter known by the Lender during the life of this
Guaranty. With respect to any of the Obligations, the Lender need not inquire
into the powers of the Borrowers or agents acting or purporting to act on their
behalf, and all Obligations made or created in good faith reliance upon the
professed exercise of such powers shall be guaranteed hereby.


          1.4 Continuing
Guaranty. This is a continuing guaranty and shall remain in full force and
effect as to all of the Obligations until such date as all amounts owing by
Borrowers to the Lender on the Obligations shall have been paid in full in cash
and all commitments of the Lender to lend under the Credit Agreement have terminated
or expired and all obligations of Lender with respect to any of the Obligations
shall have terminated or expired (such date is referred to herein as the
“Termination Date”).


          1.5 Subrogation; Subordination.
Until the Termination Date, Guarantor expressly suspends any claim for
reimbursement, contribution, indemnity or subrogation which Guarantor may have
against the Borrowers as a guarantor of the Obligations and any other legal or
equitable claim against the Borrowers arising out of the payment of the
Obligations by Guarantor or from the proceeds of any collateral for this
Guaranty, until all amounts owing to the Lender under the Obligations (other
than contingent indemnification obligations) shall have been paid in full and
all commitments to lend have been terminated or expired. In furtherance, and
not in limitation, of the foregoing waiver, Guarantor hereby agrees that no
payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a
creditor of the Borrowers. Until the Termination Date, Guarantor shall not seek
any reimbursement from the Borrowers in respect of payments made by Guarantor
in connection with this Guaranty, or in respect of amounts realized by the
Lender in connection with any collateral for the Obligations, and Guarantor
expressly suspends any right to enforce any remedy that the Lender now has or
hereafter may have against any other Person and suspends the benefit of, or any
right to participate in, any collateral now or hereafter held by the Lender. No
claim which any Guarantor may have against any other guarantor of any of the
Obligations or against the Borrowers, to the extent not suspended pursuant to
this Section, shall be enforced nor any payment accepted until the Termination
Date and all such payments are not subject to any right of recovery.


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ARTICLE II

REPRESENTATIONS AND WARRANTIES OF GUARANTOR


          Guarantor
hereby represents and warrants to the Lender as follows:


          2.1 Authorization.
Guarantor is an individual, competent and able to execute, deliver and perform
this Guaranty, and comply with its terms.


          2.2 Enforceability.
This Guaranty is the legal, valid and binding obligation of Guarantor,
enforceable against Guarantor in accordance with its terms.


          2.3 Absence
of Conflicting Obligations. The making, execution, delivery and performance
of this Guaranty, and compliance with its terms, do not violate (a) any
existing provision of law which violation could reasonably be expected to have
a Material Adverse Effect; or (b) any material agreement or instrument to which
Guarantor is a party or by which it or any of its assets is bound.


          2.4 Consideration
for Guaranty. The Guarantor acknowledges and agrees with the Lender that
but for the execution and delivery of this Guaranty by Guarantor, the Lender
would not have entered into the Credit Agreement. The Guarantor acknowledges
and agrees that the loans and other extensions of credit made to the Borrowers
by the Lender under the Credit Agreement will result in significant benefit to
the Guarantor.


ARTICLE III

COVENANTS OF THE GUARANTOR


          3.1 Actions
by Guarantor. Guarantor shall not take or permit any act, or omit to take
any act, that would: (a) cause Borrowers to breach any of the Obligations; (b)
impair the ability of Borrowers to perform any of the Obligations; or (c) cause
a Default or an Event of Default under the Credit Agreement.


          3.2 Reporting
Requirements. Guarantor shall furnish, or cause to be furnished, to the
Lender such information respecting the business, assets and financial condition
of Guarantor as the Lender may reasonably request.


          3.3 No
Business Activity. The Guarantor shall not become obligated for any
indebtedness of the Lender, whether directly or indirectly (other than pursuant
to this Guaranty), except for that certain guaranty provided to guarantee the
obligations of Borrowers under the Debenture Documents.


ARTICLE IV

MISCELLANEOUS


          4.1
Expenses and Attorneys’ Fees.
Guarantor shall pay all reasonable fees and expenses incurred by the Lender,
including the reasonable fees of counsel, in connection with the protection or
enforcement of the Lender’s rights under this Guaranty, including without
limitation the protection and enforcement of such rights in any bankruptcy,
reorganization or insolvency proceeding involving Borrowers or Guarantor, both
before and after judgment.


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          4.2 Assignability; Successors.
The Guarantor’s rights and liabilities under this Guaranty are not assignable
or delegable, in whole or in part, without the prior written consent of the
Lender. The provisions of this Guaranty shall be binding upon Guarantor, its
successors and permitted assigns and shall inure to the benefit of the Lender,
its successors and assigns.


          4.3 Survival.
All agreements, representations and warranties made herein or in any document
delivered pursuant to this Guaranty shall survive the execution and delivery of
this Guaranty and the delivery of any such document and shall expire on the
Termination Date.


          4.4 GOVERNING
LAW; SUBMISSION TO JURISDICTION. TO THE MAXIMUM EXTENT PERMITTED BY LAW,
THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF FLORIDA, WITHOUT REGARD TO ITS CHOICE OF LAW RULES. TO THE MAXIMUM
EXTENT PERMITTED BY LAW, GUARANTOR HEREBY AGREES THAT ALL ACTIONS OR
PROCEEDINGS ARISING IN CONNECTION WITH THIS GUARANTY OR WITH ANY OTHER LOAN
DOCUMENT SHALL BE TRIED AND DETERMINED ONLY IN FEDERAL OR STATE COURTS LOCATED
IN THE STATE OF FLORIDA. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GUARANTOR
HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM
NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN
ACCORDANCE WITH THIS SECTION 4.4.


          4.5 Counterparts; Headings. This
Guaranty may be executed in several counterparts, each of which shall be deemed
an original, but such counterparts shall together constitute but one and the
same agreement. The article and section headings in this Guaranty are inserted
for convenience of reference only and shall not constitute a part of this
Guaranty. Executed copies of the signature pages of this Guaranty sent by
facsimile or transmitted electronically in either Tagged Image Format Files
(“TIFF”), Portable Document Format (“PDF”), or any similar format, shall be
treated as originals, fully binding and with full legal force and effect, and
the parties waive any rights they may have to object to such treatment. Any
party delivering an executed counterpart of this Guaranty by facsimile or
transmitted electronically in TIFF, PDF or similar format, also shall deliver a
manually executed counterpart of this Guaranty but the failure to deliver a
manually executed counterpart shall not affect the validity, enforceability,
and binding effect of this Guaranty.


          4.6 Notices.
All notices, requests and demands to or upon the Lender to be effective shall
be delivered in the manner and addressed at the applicable address set forth in
Section 13.17 of the Credit Agreement. All notices, requests and demands to or
upon the Guarantor to be effective shall be in writing and shall be deemed to
have been given (a) upon delivery if hand delivered, or (b) upon
deposit in the United States mail, postage prepaid, or with a nationally
recognized overnight commercial carrier, airbill prepaid, or (c) upon
transmission if by facsimile; provided that such transmission is promptly
confirmed by hand delivery, mail or courier as provided above, and each such
communication or notice shall be addressed to Robert Chance, 2053 Pabco Road,
Henderson, Nevada 89011 Facsimile: (702) 564-5411, with a copy to (which shall
not constitute notice): Richardson & Patel LLP, 10900 Wilshire Blvd., Suite
500, Los Angeles, CA 90024 Facsimile: (310) 208-1154, unless and until any
party notifies the other in accordance with this Section 4.6 of a change of
address.


          4.7 Amendment.
No amendment of this Guaranty shall be effective unless in writing and signed
by the Guarantor and the Lender.


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          4.8 Severability.
Any provision of this Guaranty which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions of this Guaranty in such jurisdiction or affecting the validity or
enforceability of any provision in any other jurisdiction.


          4.9 Taxes.
If any transfer or documentary taxes, assessments or charges levied by any
governmental authority shall be payable by reason of the execution, delivery or
recording of this Guaranty, Guarantor shall pay all such taxes, assessments and
charges, including interest and penalties, and hereby indemnifies the Lender
against any liability therefor.


          4.10 WAIVER
OF RIGHT TO JURY TRIAL. GUARANTOR ACKNOWLEDGES AND AGREES THAT ANY
CONTROVERSY WHICH MAY ARISE UNDER THIS GUARANTY WOULD BE BASED UPON DIFFICULT
AND COMPLEX ISSUES AND, THEREFORE, GUARANTOR AGREES THAT ANY LAWSUIT ARISING
OUT OF ANY SUCH CONTROVERSY SHALL BE TRIED IN A COURT OF COMPETENT JURISDICTION
BY A JUDGE SITTING WITHOUT A JURY.


          4.11 Service
of Process. The Guarantor consents to the service of process in any such
action or proceeding by certified mail sent to the address specified in Section
4.6.


          Nothing
contained herein shall affect the right of the Lender to serve process in any
other manner permitted by law or to commence an action or proceeding in any
other jurisdiction.


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          IN WITNESS
WHEREOF the undersigned has executed this Guaranty as of the day and year first
above written.


	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  


  
	
   

  	
  Name: Robert Chance

  



Signature Page to Guaranty