GUARANTY


          THIS
GUARANTY (the “Guaranty”) is made as of December __ 2008 by NATIONAL
AUTOMATION SERVICES, INC. a Nevada corporation, INTUITIVE SYSTEM SOLUTIONS, INC.,
a Nevada corporation, and INTECON, INC., an Arizona corporation
(individually, a “Guarantor” and collectively, the “Guarantors”), 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”) by and between NATIONAL AUTOMATION SERVICES, INC., a
Nevada corporation, INTUITIVE SYSTEM SOLUTIONS,
INC., a Nevada corporation,
and INTECON,
INC., an Arizona corporation (individually, a “Borrower” and
collectively, the “Borrowers”) and Lender.
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. Guarantors,
individually and not jointly, for themselves, their successors and assigns,
hereby unconditionally and absolutely guarantee 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)
Guarantors acknowledges that the obligations undertaken herein involve the
guaranty of obligations of a Person other than Guarantors and, in full
recognition of that fact, Guarantors consents and agrees that 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 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 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 Guarantors 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, 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.
Guarantors expressly waives any right to require the Lender to marshal
assets in favor of the Borrowers or any other Person or to proceed against the
Borrowers or any other guarantor of the Obligations or any collateral provided
by any Person, and agrees that Lender may proceed against any obligor and/or
the collateral in such order as Lender shall determine in its sole and absolute
discretion.  Lender may file a separate
action or actions against Guarantors, 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.  Guarantors agrees that 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 Lender upon the bankruptcy, insolvency or reorganization of any
Person, all as though such amount had not been paid.  The rights of 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)
Guarantors expressly waives, to the fullest extent permitted by applicable law,
any and all defenses now or hereafter 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 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 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 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 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


- 2 -






surety’s or guarantor’s obligation in proportion to the principal
obligation; (ix) any failure of Lender to file or enforce a claim in any
bankruptcy or other proceeding with respect to any Person; (x) the election by
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 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
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 Lender that is authorized by this Section or any other provision of
any Loan Document.  Guarantors expressly
waive 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 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.  Each Guarantor hereby expressly waives and
relinquishes any duty on the part of Lender (should any such duty exist) to
disclose to such 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 Lender during the
life of this Guaranty.  With respect to
any of the Obligations, 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 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 each Guarantor expressly suspends any claim for
reimbursement, contribution, indemnity or subrogation which such 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 such Guarantor or from the proceeds of any collateral for
this Guaranty, until all amounts owing to 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, each Guarantor hereby agrees that no payment by such
Guarantor pursuant to this Guaranty shall constitute such Guarantor a creditor
of the Borrowers.  Until the Termination
Date each Guarantor shall not seek any reimbursement from the Borrowers in
respect of payments made by such Guarantor in connection with this Guaranty, or
in respect of amounts realized by Lender in connection with any collateral for
the Obligations, and such Guarantor expressly suspends any right to enforce any
remedy that Lender now have 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 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. 


- 3 -






ARTICLE II

REPRESENTATIONS AND WARRANTIES OF GUARANTOR


          Each
Guarantor, individually and not jointly, hereby represents and warrants to
Lender as follows:


          2.1 Authorization.  Guarantor (a) is a corporation
duly and
validly organized and existing under the laws of its applicable state of
incorporation, (b) has the corporate power to own its owned assets and
properties and to carry on its business, and (c) is duly licensed or qualified
to do business in all jurisdictions in which failure to do so would have a
material adverse effect on its business or financial condition.  The making, execution, delivery and
performance of this Guaranty, and compliance with its terms, have been duly
authorized by all necessary corporate and shareholder, officer and director
action of such Guarantor.


          2.2 Enforceability.  This Guaranty is the legal,
valid and
binding obligation of such Guarantor, enforceable against such Guarantor in
accordance with its terms, except as affected by bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws relating
to or affecting creditors’ rights generally, general equitable principles
(whether considered in a proceeding in equity or at law) and an implied
covenant of good faith and fair dealing.


          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; (b)
the articles of incorporation or formation or bylaws of such Guarantor; or (c)
any material agreement or instrument to which such 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 Lender that but for the execution and delivery of
this Guaranty by such Guarantor, 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 Lender under the Credit Agreement will result in significant benefit to such
Guarantor.


ARTICLE III

COVENANTS OF THE GUARANTOR


          3.1 Actions
by Guarantors.  Guarantors 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.


- 4 -






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


          3.3 Amendments
to Governance Documents.  The
Guarantor agrees to obtain the prior written consent of Lender, which consent
shall not be unreasonably withheld, prior to any amendments being made to the
operating agreement or certificate of organization of the Guarantor which
relate to the transfer or pledge of any equity interests in the Guarantor or
any definitions or any related provisions.


ARTICLE IV

MISCELLANEOUS


          4.1
Expenses and Attorneys’ Fees.  Guarantors
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 Guarantors, both before and after
judgment.


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


- 5 -






          4.6 Notices.  All
notices, requests and demands to or upon Lender to be effective shall be
delivered in the manner and addressed at the applicable address set forth in
Section 9.7 of the Credit Agreement.
All notices, requests and demands to or upon the Guarantors 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  Intuitive System
Solutions, Inc. and Intecon, Inc. c/o National Automation Services, Inc., 2053
Pabco Road, Henderson, NV 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 Guarantors and Lender.


          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, Guarantors shall pay all such taxes, assessments
and charges, including interest and penalties, and hereby indemnifies Lender
against any liability therefore.


          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 Guarantors 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 Lender to serve process in any other manner
permitted by law or to commence an action or proceeding in any other
jurisdiction.


- 6 -






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


	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  INTUITIVE
  SYSTEM SOLUTIONS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
  


  	
  


  
	
   

  	
   

  	
  Name:

  	
  Jody R. Hanley 

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  INTECON, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
  


  	
  


  
	
   

  	
   

  	
  Name:

  	
  Brandon Spiker 

  
	
   

  	
   

  	
  Title:

  	
  President

  





  Signature Page to Guaranty - NAS