EXHIBIT
      10(b)

     

    SUBSIDIARY
      GUARANTEE

    


    SUBSIDIARY
      GUARANTEE, dated as of June 6, 2007 made by each of the signatories hereto
      (together with any other entity that may become a party hereto as provided
      herein, (the “Guarantors”),
      in
      favor of the purchaser signatory (the "Purchaser")
      to
      that certain Securities Purchase Agreement, dated as of the date hereof, between
      Knobias, Inc., a Delaware corporation (the “Company”)
      and
      the Purchaser. 

    


    W
      I T N E S S E T H:

    


    Whereas,
      pursuant to that certain Securities Purchase Agreement, dated as of the date
      hereof, by and between the Company and the Purchaser (the “Purchase
      Agreement”),
      the
      Company has agreed to sell and issue to the Purchaser, and the Purchaser has
      agreed to purchase from the Company the Company’s Senior Secured Convertible
      Note, due June 6, 2010 (the
      “Note”),
      subject to the terms and conditions set forth therein; and

     

    Whereas,
      each Guarantor will directly benefit from the extension of credit to the Company
      represented by the issuance of the Note; and

     

    NOW,
      THEREFORE, in consideration of the premises and to induce the Purchaser to
      enter
      into the Purchase Agreement and to carry out the transactions contemplated
      thereby, each Guarantor hereby agrees with the Purchaser as
      follows:

     

    1. Definitions.
      Unless
      otherwise defined herein, terms defined in the Purchase Agreement and used
      herein shall have the meanings given to them in the Purchase Agreement. The
      words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import
      when used in this Guarantee shall refer to this Guarantee as a whole and not
      to
      any particular provision of this Guarantee, and Section and Schedule references
      are to this Guarantee unless otherwise specified. The meanings given to terms
      defined herein shall be equally applicable to both the singular and plural
      forms
      of such terms. The following terms shall have the following
      meanings:

    


    
      
         

      

      
        Exhibit
          10(b) - Page
          1

        
          

        

      

      
         

      

    

    “Guarantee”
means
      this Subsidiary Guarantee, as the same may be amended, supplemented or otherwise
      modified from time to time.

     

    “Obligations”
means
      the collective reference to all obligations and undertakings of the Company
      of
      whatever nature, monetary or otherwise, under the Note,
      the
      Purchase Agreement, the Security Agreement, the Security Interest and Pledge
      Agreements, the Warrants, the Registration Rights Agreement or any other future
      agreement or obligations undertaken by the Company to the Purchaser, together
      with all reasonable attorneys’ fees, disbursements and all other costs and
      expenses of collection incurred by Purchaser in enforcing any of such
      Obligations and/or this Guarantee. 

     

    2. Guarantee.

    


    (p) Guarantee.

     

    
      	 	
              (i)

            	
              The
                Guarantors hereby, jointly and severally, unconditionally and irrevocably,
                guarantee to the Purchaser and its respective successors, indorsees,
                transferees and assigns, the prompt and complete payment and performance
                by the Company when due (whether at the stated maturity, by acceleration
                or otherwise) of the Obligations. 

            


    

     

    
      	 	
              (ii)

            	
              Anything
                herein or in any other Transaction Document to the contrary
                notwithstanding, the maximum liability of each Guarantor hereunder
                and
                under the other Transaction Documents shall in no event exceed the
                amount
                which can be guaranteed by such Guarantor under applicable federal
                and
                state laws, including laws relating to the insolvency of debtors,
                fraudulent conveyance or transfer or laws affecting the rights of
                creditors generally (after giving effect to the right of contribution
                established in Section 2(b)). 

            


    

    


    
      	 	
              (iii)

            	
              Each
                Guarantor agrees that the Obligations may at any time and from time
                to
                time exceed the amount of the liability of such Guarantor hereunder
                without impairing the guarantee contained in this Section 2 or affecting
                the rights and remedies of the Purchaser
                hereunder.

            


    

    


    
      	 	
              (iv)

            	
              The
                guarantee contained in this Section 2 shall remain in full force
                and
                effect until all the Obligations and the obligations of each Guarantor
                under the guarantee contained in this Section 2 shall have been satisfied
                by payment in full. 

            


    

    


    
      	 	
              (v)

            	
              No
                payment made by the Company, any of the Guarantors, any other guarantor
                or
                any other Person or received or collected by the Purchaser from the
                Company, any of the Guarantors, any other guarantor or any other
                Person by
                virtue of any action or proceeding or any set-off or appropriation
                or
                application at any time or from time to time in reduction of or in
                payment
                of the Obligations shall be deemed to modify, reduce, release or
                otherwise
                affect the liability of any Guarantor hereunder which shall,
                notwithstanding any such payment (other than any payment made by
                such
                Guarantor in respect of the Obligations or any payment received or
                collected from such Guarantor in respect of the Obligations), remain
                liable for the Obligations up to the maximum liability of such Guarantor
                hereunder until the Obligations are paid in
                full.

            


    

     

    
      
         

      

      
        Exhibit
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          2

        
          

        

      

      
         

      

    

     

    
      	 	
              (vi)

            	
              Notwithstanding
                anything to the contrary in this Agreement, with respect to any defaulted
                non-monetary Obligations the specific performance of which by the
                Guarantors is not reasonably possible (e.g. the issuance of the Company's
                Common Stock), the Guarantors shall only be liable for making the
                Purchaser whole on a monetary basis for the Company's failure to
                perform
                such Obligations in accordance with the Transaction Documents.
                

            


    

    


    (q) Right
      of Contribution.
      Each
      Guarantor hereby agrees that to the extent that a Guarantor shall have paid
      more
      than its proportionate share of any payment made hereunder, such Guarantor
      shall
      be entitled to seek and receive contribution from and against any other
      Guarantor hereunder which has not paid its proportionate share of such payment.
      Each Guarantor's right of contribution shall be subject to the terms and
      conditions of Section 2(c). The provisions of this Section 2(b) shall in no
      respect limit the obligations and liabilities of any Guarantor to the Purchaser
      and each Guarantor shall remain liable to the Purchaser for the full amount
      guaranteed by such Guarantor hereunder.

     

    (r) No
      Subrogation.
      Notwithstanding any payment made by any Guarantor hereunder or any set-off
      or
      application of funds of any Guarantor by the Purchaser, no Guarantor shall
      be
      entitled to be subrogated to any of the rights of the Purchaser against the
      Company or any other Guarantor or any collateral security or guarantee or right
      of offset held by the Purchaser for the payment of the Obligations, nor shall
      any Guarantor seek or be entitled to seek any contribution or reimbursement
      from
      the Company or any other Guarantor in respect of payments made by such Guarantor
      hereunder, until all amounts owing to the Purchaser by the Company on account
      of
      the Obligations are paid in full. If any amount shall be paid to any Guarantor
      on account of such subrogation rights at any time when all of the Obligations
      shall not have been paid in full, such amount shall be held by such Guarantor
      in
      trust for the Purchaser, segregated from other funds of such Guarantor, and
      shall, forthwith upon receipt by such Guarantor, be turned over to the Purchaser
      in the exact form received by such Guarantor (duly indorsed by such Guarantor
      to
      the Purchaser, if required), to be applied against the Obligations, whether
      matured or unmatured, in such order as the Purchaser may determine.

     

    
      
         

      

      
        Exhibit
          10(b) - Page
          3

        
          

        

      

      
         

      

    

    (s) Amendments,
      Etc. With Respect to the Obligations.
      Each
      Guarantor shall remain obligated hereunder notwithstanding that, without any
      reservation of rights against any Guarantor and without notice to or further
      assent by any Guarantor, any demand for payment of any of the Obligations made
      by the Purchaser may be rescinded by the Purchaser and any of the Obligations
      continued, and the Obligations, or the liability of any other Person upon or
      for
      any part thereof, or any collateral security or guarantee therefor or right
      of
      offset with respect thereto, may, from time to time, in whole or in part, be
      renewed, extended, amended, modified, accelerated, compromised, waived,
      surrendered or released by the Purchaser, and the Purchase Agreement and the
      other Transaction Documents and any other documents executed and delivered
      in
      connection therewith may be amended, modified, supplemented or terminated,
      in
      whole or in part, as the Purchaser may deem advisable from time to time, and
      any
      collateral security, guarantee or right of offset at any time held by the
      Purchaser for the payment of the Obligations may be sold, exchanged, waived,
      surrendered or released. The Purchaser shall have no obligation to protect,
      secure, perfect or insure any Lien at any time held by them as security for
      the
      Obligations or for the guarantee contained in this Section 2 or any property
      subject thereto. 

     

    (t) Guarantee
      Absolute and Unconditional.
      Each
      Guarantor waives any and all notice of the creation, renewal, extension or
      accrual of any of the Obligations and notice of or proof of reliance by the
      Purchaser upon the guarantee contained in this Section 2 or acceptance of the
      guarantee contained in this Section 2; the Obligations, and any of them, shall
      conclusively be deemed to have been created, contracted or incurred, or renewed,
      extended, amended or waived, in reliance upon the guarantee contained in this
      Section 2; and all dealings between the Company and any of the Guarantors,
      on
      the one hand, and the Purchaser, on the other hand, likewise shall be
      conclusively presumed to have been had or consummated in reliance upon the
      guarantee contained in this Section 2. Each Guarantor waives to the extent
      permitted by law diligence, presentment,
      protest, demand for payment and notice of default or nonpayment to or upon
      the
      Company or any of the Guarantors with respect to the Obligations. Each Guarantor
      understands and agrees that the guarantee contained in this Section 2 shall
      be
      construed as a continuing, absolute and unconditional guarantee of payment
      without regard to (a) the validity or enforceability of the Purchase Agreement
      or any other Transaction Document, any of the Obligations or any other
      collateral security therefor or guarantee or right of offset with respect
      thereto at any time or from time to time held by the Purchaser, (b) any defense,
      set-off or counterclaim (other than a defense of payment or performance or
      fraud
      or misconduct by Purchaser) which may at any time be available to or be asserted
      by the Company or any other Person against the Purchaser, or (c) any other
      circumstance whatsoever (with or without notice to or knowledge of the Company
      or such Guarantor) which constitutes, or might be construed to constitute,
      an
      equitable or legal discharge of the Company for the Obligations, or of such
      Guarantor under the guarantee contained in this Section 2, in bankruptcy or
      in
      any other instance. When making any demand hereunder or otherwise pursuing
      its
      rights and remedies hereunder against any Guarantor, the Purchaser may, but
      shall be under no obligation to, make a similar demand on or otherwise pursue
      such rights and remedies as it may have against the Company, any other Guarantor
      or any other Person or against any collateral security or guarantee for the
      Obligations or any right of offset with respect thereto, and any failure by
      the
      Purchaser to make any such demand, to pursue such other rights or remedies
      or to
      collect any payments from the Company, any other Guarantor or any other Person
      or to realize upon any such collateral security or guarantee or to exercise
      any
      such right of offset, or any release of the Company, any other Guarantor or
      any
      other Person or any such collateral security, guarantee or right of offset,
      shall not relieve any Guarantor of any obligation or liability hereunder, and
      shall not impair or affect the rights and remedies, whether express, implied
      or
      available as a matter of law, of the Purchaser against any Guarantor. For the
      purposes hereof, "demand" shall include the commencement and continuance of
      any
      legal proceedings.

     

    
      
         

      

      
        Exhibit
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    (u) Reinstatement.
      The
      guarantee contained in this Section 2 shall continue to be effective, or be
      reinstated, as the case may be, if at any time payment, or any part thereof,
      of
      any of the Obligations is rescinded or must otherwise be restored or returned
      by
      the Purchaser upon the insolvency, bankruptcy, dissolution, liquidation or
      reorganization of the Company or any Guarantor, or upon or as a result of the
      appointment of a receiver, intervener or conservator of, or trustee or similar
      officer for, the Company or any Guarantor or any substantial part of its
      property, or otherwise, all as though such payments had not been
      made.

    


    (v) Payments.
      Each
      Guarantor hereby guarantees that payments hereunder will be paid to the
      Purchaser without set-off or counterclaim in U.S. dollars at the address set
      forth or referred to in the Purchase Agreement.

    


    3. Representations
      and Warranties.
      Each
      Guarantor hereby makes the following representations and warranties to Purchaser
      as of the date hereof:

     

    (a) Organization
      and Qualification.
      The
      Guarantor is a corporation or limited liability company, duly incorporated,
      validly existing and in good standing under the laws of the applicable
      jurisdiction set forth on Schedule 1, with the requisite corporate power and
      authority to own and use its properties and assets and to carry on its business
      as currently conducted. The Guarantor has no subsidiaries other than those
      identified as such on the Disclosure Schedules to the Purchase Agreement. The
      Guarantor is duly qualified to do business and is in good standing as a foreign
      corporation in each jurisdiction in which the nature of the business conducted
      or property owned by it makes such qualification necessary, except where the
      failure to be so qualified or in good standing, as the case may be, could not,
      individually or in the aggregate, (x) adversely affect the legality, validity
      or
      enforceability of any of this Guaranty in any material respect, (y) have a
      material adverse effect on the results of operations, assets, prospects, or
      financial condition of the Guarantor or (z) adversely impair in any material
      respect the Guarantor's ability to perform fully on a timely basis its
      obligations under this Guaranty (a "Material
      Adverse Effect").

     

    (b) Authorization;
      Enforcement.
      The
      Guarantor has the requisite corporate power and authority to enter into and
      to
      consummate the transactions contemplated by this Guaranty, and otherwise to
      carry out its obligations hereunder. The execution and delivery of this Guaranty
      by the Guarantor and the consummation by it of the transactions contemplated
      hereby have been duly authorized by all requisite corporate action on the part
      of the Guarantor. This Guaranty has been duly executed and delivered by the
      Guarantor and constitutes the valid and binding obligation of the Guarantor
      enforceable against the Guarantor in accordance with its terms, except as such
      enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium, liquidation or similar laws relating to, or
      affecting generally the enforcement of, creditors' rights and remedies or by
      other equitable principles of general application.

    


    
      
         

      

      
        Exhibit
          10(b) - Page
          5

        
          

        

      

      
         

      

    

    (c) No
      Conflicts.
      The
      execution, delivery and performance of this Guaranty by the Guarantor and the
      consummation by the Guarantor of the transactions contemplated thereby do not
      and will not (i) conflict with or violate any provision of its Certificate
      of
      Incorporation or By-laws or (ii) conflict with, constitute a default (or an
      event which with notice or lapse of time or both would become a default) under,
      or give to others any rights of termination, amendment, acceleration or
      cancellation of, any agreement, indenture or instrument to which the Guarantor
      is a party, or (iii) result in a violation of any law, rule, regulation, order,
      judgment, injunction, decree or other restriction of any court or governmental
      authority to which the Guarantor is subject (including Federal and state
      securities laws and regulations), or by which any material property or asset
      of
      the Guarantor is bound or affected, except in the case of each of clauses (ii)
      and (iii), such conflicts, defaults, terminations, amendments, accelerations,
      cancellations and violations as could not, individually or in the aggregate,
      have or result in a Material Adverse Effect. The business of the Guarantor
      is
      not being conducted in violation of any law, ordinance or regulation of any
      governmental authority, except for violations which, individually or in the
      aggregate, do not have a Material Adverse Effect.

     

    (d) Consents
      and Approvals.
      The
      Guarantor is not required to obtain any consent, waiver, authorization or order
      of, or make any filing or registration with, any court or other federal, state,
      local, foreign or other governmental authority or other person in connection
      with the execution, delivery and performance by the Guarantor of this
      Guaranty.

    


    (e) Purchase
      Agreement.
      The
      representations and warranties of the Company set forth in the Purchase
      Agreement as they relate to such Guarantor, each of which is hereby incorporated
      herein by reference, are true and correct as of each time such representations
      are deemed to be made pursuant to such Purchase Agreement, and the Purchaser
      shall be entitled to rely on each of them as if they were fully set forth
      herein, provided, that each reference in each such representation and warranty
      to the Company's knowledge shall, for the purposes of this Section 3, be deemed
      to be a reference to such Guarantor's knowledge. 

     

    4. Covenants.
      Each
      Guarantor covenants and agrees with the Purchaser that, from and after the
      date
      of this Guarantee until the Obligations shall have been paid in full, such
      Guarantor shall take, and/or shall refrain from taking, as the case may be,
      each
      commercially reasonable action that is necessary to be taken or not taken,
      as
      the case may be, so that no Event of Default is caused by the failure to take
      such action or to refrain from taking such action by such Guarantor.
      Additionally, each Guarantor agrees to be bound by the covenants set forth
      in
      the Note as if fully set forth herein.

     

    
      
         

      

      
        Exhibit
          10(b) - Page
          6

        
          

        

      

      
         

      

    

    5. Miscellaneous.

    


    (a) Amendments
      in Writing.
      None of
      the terms or provisions of this Guarantee may be waived, amended, supplemented
      or otherwise modified except in writing by the Purchaser.

     

    (b) Notices.
      All
      notices, requests and demands to or upon the Purchaser or any Guarantor
      hereunder shall be effected in the manner provided for in the Purchase
      Agreement; provided
      that any
      such notice, request or demand to or upon any Guarantor shall be addressed
      to
      such Guarantor at its notice address set forth on Schedule
      5(b).

    


    (c) No
      Waiver By Course Of Conduct; Cumulative Remedies.
      The
      Purchaser shall not by any act (except by a written instrument pursuant to
      Section 5(a)), delay, indulgence, omission or otherwise be deemed to have waived
      any right or remedy hereunder or to have acquiesced in any default under the
      Transaction Documents or Event of Default. No failure to exercise, nor any
      delay
      in exercising, on the part of the Purchaser, any right, power or privilege
      hereunder shall operate as a waiver thereof. No single or partial exercise
      of
      any right, power or privilege hereunder shall preclude any other or further
      exercise thereof or the exercise of any other right, power or privilege. A
      waiver by the Purchaser of any right or remedy hereunder on any one occasion
      shall not be construed as a bar to any right or remedy which the Purchaser
      would
      otherwise have on any future occasion. The rights and remedies herein provided
      are cumulative, may be exercised singly or concurrently and are not exclusive
      of
      any other rights or remedies provided by law.

    


    (d) Enforcement
      Expenses;
      Indemnification.

    


    
      	 	
              (i)

            	
              Each
                Guarantor agrees to pay, or reimburse the Purchaser for, all its
                costs and
                expenses incurred in collecting against such Guarantor under the
                guarantee
                contained in Section 2 or otherwise enforcing or preserving any rights
                under this Guarantee and the other Transaction Documents to which
                such
                Guarantor is a party, including, without limitation, the reasonable
                fees
                and disbursements of counsel to the
                Purchaser.

            


    

     

    
      	 	
              (ii)

            	
              Each
                Guarantor agrees to pay, and to save the Purchaser harmless from,
                any and
                all liabilities with respect to, or resulting from any delay in paying,
                any and all stamp, excise, sales or other taxes which may be payable
                or
                determined to be payable in connection with any of the transactions
                contemplated by this Guarantee.

            


    

     

    
      
         

      

      
        Exhibit
          10(b) - Page
          7

        
          

        

      

      
         

      

    

     

    
      	 	
              (iii)

            	
              Each
                Guarantor agrees to pay, and to save the Purchaser harmless from,
                any and
                all liabilities, obligations, losses, damages, penalties, actions,
                judgments, suits, costs, expenses or disbursements of any kind or
                nature
                whatsoever with respect to the execution, delivery, enforcement,
                performance and administration of this Guarantee to the extent the
                Company
                would be required to do so pursuant to the Purchase
                Agreement.

            


    

    


    
      	 	
              (iv)

            	
              The
                agreements in this Section shall survive repayment of the Obligations
                and
                all other amounts payable under the Purchase Agreement and the other
                Transaction Documents. 

            


    

    


    (e) Successor
      and Assigns.
      This
      Guarantee shall be binding upon the successors and assigns of each Guarantor
      and
      shall inure to the benefit of the Purchaser and their respective successors
      and
      assigns; provided that no Guarantor may assign, transfer or delegate any of
      its
      rights or obligations under this Guarantee without the prior written consent
      of
      the Purchaser.

     

    (f) Set-Off.
      Each
      Guarantor hereby irrevocably authorizes the Purchaser at any time and from
      time
      to time while an Event of Default under any of the Transaction Documents shall
      have occurred and be continuing, without notice to such Guarantor or any other
      Guarantor, any such notice being expressly waived by each Guarantor, to set-off
      and appropriate and apply any and all deposits, credits, indebtedness or claims,
      in any currency, in each case whether direct or indirect, absolute or
      contingent, matured or unmatured, at any time held or owing by the Purchaser
      to
      or for the credit or the account of such Guarantor, or any part thereof in
      such
      amounts as the Purchaser may elect, against and on account of the obligations
      and liabilities of such Guarantor to the Purchaser hereunder and claims of
      every
      nature and description of the Purchaser against such Guarantor, in any currency,
      whether arising hereunder, under the Purchase Agreement, any other Transaction
      Document or otherwise, as the Purchaser may elect, whether or not the Purchaser
      have made any demand for payment and although such obligations, liabilities
      and
      claims may be contingent or unmatured. The Purchaser shall notify such Guarantor
      promptly of any such set-off and the application made by the Purchaser of the
      proceeds thereof, provided that the failure to give such notice shall not affect
      the validity of such set-off and application. The rights of the Purchaser under
      this Section are in addition to other rights and remedies (including, without
      limitation, other rights of set-off) which the Purchaser may have.

     

    (g) Counterparts.
      This
      Guarantee may be executed by one or more of the parties to this Guarantee on
      any
      number of separate counterparts (including by telecopy), and all of said
      counterparts taken together shall be deemed to constitute one and the same
      instrument. 

    


    (h) Severability.
      Any
      provision of this Guarantee 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 hereof, and any such prohibition or unenforceability in any
      jurisdiction shall not invalidate or render unenforceable such provision in
      any
      other jurisdiction. 

    


    
      
         

      

      
        Exhibit
          10(b) - Page
          8

        
          

        

      

      
         

      

    

    (i) Section
      Headings.
      The
      Section headings used in this Guarantee are for convenience of reference only
      and are not to affect the construction hereof or be taken into consideration
      in
      the interpretation hereof.

    


    (j) Integration.
      This
      Guarantee and the other Transaction Documents represent the agreement of the
      Guarantors and the Purchaser with respect to the subject matter hereof and
      thereof, and there are no promises, undertakings, representations or warranties
      by the Purchaser relative to subject matter hereof and thereof not expressly
      set
      forth or referred to herein or in the other Transaction Documents.

    


    (k) Governing
      Law.
      THIS
      GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
      WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY PRINCIPLES OF
      CONFLICTS OF LAWS. 

    


    (l) Submission
      to Jurisdictional; Waiver.
      Each
      Guarantor hereby irrevocably
      and unconditionally:

     

    
      	 	
              (i)

            	
              submits
                for itself and its property in any legal action or proceeding relating
                to
                this Guarantee and the other Transaction Documents to which it is
                a party,
                or for recognition and enforcement of any judgment in respect thereof,
                to
                the non-exclusive general jurisdiction of the Courts of the State
                of New
                York, located in New York County, New York, the courts of the United
                States of America for the Southern District of New York, and appellate
                courts from any thereof; 

            


    

     

    
      	 	
              (ii)

            	
              consents
                that any such action or proceeding may be brought in such courts
                and
                waives any objection that it may now or hereafter have to the venue
                of any
                such action or proceeding in any such court or that such action or
                proceeding was brought in an inconvenient court and agrees not to
                plead or
                claim the same; 

            


    

    


    
      	 	
              (iii)

            	
              agrees
                that service of process in any such action or proceeding may be effected
                by mailing a copy thereof by registered or certified mail (or any
                substantially similar form of mail), postage prepaid, to such Guarantor
                at
                its address referred to in the Purchase Agreement or at such other
                address
                of which the Purchaser shall have been notified pursuant
                thereto;

            


    

    


    
      	 	
              (iv)

            	
              agrees
                that nothing herein shall affect the right to effect service of process
                in
                any other manner permitted by law or shall limit the right to sue
                in any
                other jurisdiction; and 

            


    

     

    
      
         

      

      
        Exhibit
          10(b) - Page
          9

        
          

        

      

      
         

      

    

     

    
      	 	
              (v)

            	
              waives,
                to the maximum extent not prohibited by law, any right it may have
                to
                claim or recover in any legal action or proceeding referred to in
                this
                Section any special, exemplary, punitive or consequential damages.
                

            


    

    


    (m) Acknowledgements.
      Each
      Guarantor hereby acknowledges that:

    


    
      	 	
              (i)

            	
              it
                has been advised by counsel in the negotiation, execution and delivery
                of
                this Guarantee and the other Transaction Documents to which it is
                a party;
                

            


    

     

    
      	 	
              (ii)

            	
              the
                Purchaser have no fiduciary relationship with or duty to any Guarantor
                arising out of or in connection with this Guarantee or any of the
                other
                Transaction Documents, and the relationship between the Guarantors,
                on the
                one hand, and the Purchaser, on the other hand, in connection herewith
                or
                therewith is solely that of debtor and creditor; and
                

            


    

    


    
      	 	
              (iii)

            	
              no
                joint venture is created hereby or by the other Transaction Documents
                or
                otherwise exists by virtue of the transactions contemplated hereby
                among
                the Guarantors and the Purchaser. 

            


    

    


    (n) Additional
      Guarantors.
      The
      Company shall cause each of its subsidiaries formed or acquired on or subsequent
      to the date hereof to become a Guarantor for all purposes of this Guarantee
      by
      executing and delivering an

    Assumption
      Agreement in the form of Annex 1 hereto.

     

    (o) Release
      of Guarantors.
      Subject
      to Section 2(f), each Guarantor will be released from all liability hereunder
      concurrently with the repayment in full of all amounts owed under the Purchase
      Agreement, the Notes and the other Transaction Documents. 

    


    (p) Seniority.
      The
      Obligations of each of the Guarantors hereunder rank senior in priority to
      debt
      of such Guarantor. 

    


    (q) Waiver
      of Jury Trial.
      EACH
      GUARANTOR AND, BY ACCEPTANCE OF THE BENEFITS HEREOF, THE PURCHASER, HEREBY
      IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR
      PROCEEDING RELATING TO THIS GUARANTEE AND FOR ANY COUNTERCLAIM
      THEREIN.

     

    
      
         

      

      
        Exhibit
          10(b) - Page
          10

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, each of the undersigned has caused this Guarantee to
      be
      duly executed and delivered as of the date first above written.

    


    SUBSIDIARY
      

    


    


    By:_________________________________

    Name:
      

    Title:
      

    


     

    SUBSIDIARY
      

    


    


    By:_________________________________

    Name:
      

    Title:

    


    


    SUBSIDIARY
      

    


    


    By:_________________________________

    Name:
      

    Title:
      

    
 

    
      
         

      

      
        Exhibit
          10(b) - Page
          11