EXHIBIT
        10.4

      


      Form
        of
        Guaranty and Pledge Agreement, dated as of November 19, 2007, entered into
        by
        iDNA, Inc. in favor of Silar Advisors, L.P.


      
        
          
          

        

        
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      GUARANTY
        AND PLEDGE AGREEMENT

      


      THIS
        GUARANTY AND PLEDGE AGREEMENT, dated as of November 19, 2007 (as amended,
        supplemented and otherwise modified from time to time, this “Guaranty”),
        is
        made by and between iDNA, Inc., a corporation organized under the laws of
        the
        State of Delaware (together with its successors and assigns, “Guarantor”)
        and
        Silar Advisors, L.P. (together with its successors and assigns, “Silar”),
        in
        its capacity as Agent under the Master Loan Agreement (each as hereinafter
        defined).

       

      RECITALS

      


      A. Pursuant
        to the Master Loan and Security Agreement, dated as of even date herewith
        (as
        amended, supplemented or otherwise modified from time to time, the “Master
        Loan Agreement”),
        among
        iDNA Cinemas Holdings Inc., a corporation organized under the laws of the
        State
        of Delaware (together with its successors and assigns, the “Borrower”),
        Silar, and such other Persons as may be named therein as “Lenders” (Silar and
        such other Persons, as “Lenders” under the Master Loan Agreement, are
        hereinafter referred to as “Lenders”)
        and
        Silar as administrative, payment and collateral agent for itself, as a Lender
        and for the other Lenders (in such capacities and including its successors
        and
        assigns, “Agent”),
        Borrower has agreed to pledge to Agent, on behalf of itself and the Lenders
        under the Master Loan Agreement, certain securities subject to the conditions
        set forth therein.

       

      B. As
        of the
        date hereof, Guarantor owns all of the outstanding common stock of the Borrower
        and will derive a substantial direct and indirect benefit from the loan to
        be
        made to the Borrower pursuant to the Master Loan Agreement. To induce Silar
        to
        enter into the Master Loan Agreement and for other good and valuable
        consideration, the receipt and sufficiency of which are hereby acknowledged,
        Guarantor has agreed (subject to certain limitations) to pledge and grant
        to
        Agent, on behalf of itself and the Lenders under the Master Loan Agreement,
        a
        security interest in the Pledged Collateral (as defined herein).

       

      C. It
        is a
        condition precedent to the obligation of the Lenders to make the loan to
        the
        Borrower under the Master Loan Agreement that Guarantor shall have executed
        and
        delivered to Agent this Guaranty.

       

      NOW,
        THEREFORE, for good and valuable consideration, receipt of which by the parties
        hereto is hereby acknowledged, the parties hereto hereby agree as
        follows:

       

      
        
          
          

        

        
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      1. Defined
        Terms. 

       

      (a) Unless
        otherwise defined herein, terms defined in the Master Loan Agreement and
        used
        herein shall have the respective meanings given to them in the Master Loan
        Agreement.

      


      “Borrower
        Obligations”
shall
        mean the Obligations, as defined in the Master Loan Agreement.

       

      “Company”
means
        Angelika Film Centers LLC, a limited liability company organized under the
        laws
        of the State of Delaware.

       

      “Company
        LLC Agreement”
means
        that certain Limited Liability Company Agreement dated as of August 27, 1996,
        between Angelika Cinemas, Inc. (“Angelika”) and Sutton Hill Associates (“Sutton
        Hill”) with respect to Company, as the same has been or hereafter may be
        amended, restated, supplemented or otherwise modified.

       

      “Excluded
        Contract”
means
        any Contract that, by its terms or applicable law, is not
        assignable.

       

      “Excluded
        Contract Right”
means
        any right under any Contract that, pursuant to the terms of such Contract,
        may
        not be assigned.

       

      “Excluded
        Property”
means,
        collectively, (a) any and all shares of capital stock and other equity interests
        issued by any of Campus Group Companies, Inc., Audience Response Systems,
        Inc.,
        Multi-Video Services, Inc., Interactive Conferencing Network, Inc. and Option
        Technologies Interactive, LLP (or any predecessor or successor to any of
        such
        corporations and other entities), (b) any and all Excluded Contracts and
        Excluded Contract Rights, (c) all products and proceeds of or from any of
        the
        foregoing, and (d) any and all books and records related to any of the
        foregoing.

       

      “Expiration
        Date”
shall
        have the meaning set forth in Section
        2(d)
        hereof.

       

      “Lien”
shall
        mean any mortgage, pledge, security interest, encumbrance, lien or charge
        of any
        kind (including any agreement to give any of the foregoing, any conditional
        sale
        or other title retention agreement or any lease in the nature thereof), or
        any
        other arrangement pursuant to which title to the property is retained by
        or
        vested in some other Person for security purposes.

       

      “NCI”
shall
        mean National Cinemas, Inc., a corporation organized under the laws of the
        State
        of Delaware.

       

      “Obligations”
shall
        mean the obligations and liabilities of the Borrower and Guarantor to Agent
        and
        the Lenders (including, without limitation, the obligations whether direct
        or
        indirect, absolute or contingent, due or to become due, or now existing or
        hereafter incurred) that may arise under, or out of or in connection with
        the
        Master Loan Agreement, this Guaranty or any other Loan Documents, whether
        on
        account of covenants, interest, principal, reimbursement obligations, fees,
        indemnities, costs, expenses (including, without limitation, all reasonable
        fees
        and disbursements of counsel to Agent that are required to be paid by the
        Borrower or Guarantor pursuant to the terms of the Master Loan Agreement
        or this
        Guaranty, respectively).

       

      
        
          
          

        

        
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      “Pledged
        Collateral”
shall
        have the meaning assigned thereto in Section
        3(a)
        hereof.

       

      “Pledged
        Shares”
shall
        mean all of the common stock of the Borrower owned on the date hereof and
        hereafter acquired by Guarantor from time to time.

       

      “Permitted
        Liens”
shall
        mean all (a) Liens created pursuant to the terms of the Loan Documents or
        otherwise arising in favor of Agent, for the benefit of itself and the Lenders,
        (b) Liens imposed by law for taxes, assessments or charges of any Governmental
        Authority for claims not yet due or that are being contested in good faith
        by
        appropriate proceedings and with respect to which adequate reserves or other
        appropriate provisions are being maintained by Guarantor in accordance with
        GAAP, (c) (i) statutory Liens of landlords and of carriers, warehousemen,
        mechanics, workmen, repairmen and/or materialmen, (ii) other Liens imposed
        by law or that arise by operation of law in the ordinary course of business
        from
        the date of creation thereof, in each case only for amounts not yet due or
        that
        are being contested in good faith by appropriate proceedings and with respect
        to
        which adequate reserves or other appropriate provisions are being maintained
        by
        Guarantor in accordance with GAAP, (iii) zoning, building codes and other
        land
        use laws regulating the use or occupancy of Guarantor’s real property or the
        activities conducted thereon that are imposed by any Governmental Authority
        having jurisdiction over such real property and that are not violated by
        the
        current use or occupancy of such real property or the operation of Guarantor’s
        business thereon; and (iv) easements, covenants, conditions, restrictions
        and
        other similar matters of record affecting title to such real property that
        do
        not or would not materially impair the use or occupancy of such real property
        in
        the operation of the business conducted thereon, (d) Liens incurred or deposits
        made in the ordinary course of business (including, without limitation, surety
        bonds and appeal bonds) to secure the performance of tenders, bids, leases,
        contracts (other than for the repayment of Indebtedness), statutory obligations
        and other similar obligations, and (e) deposits and bonds provided under
        any
        lease.

       

      “Recourse
        Limit”
shall
        have the meaning assigned thereto in Section
        2(f)
        hereof.

       

      “UCC”
shall
        mean the Uniform Commercial Code as in effect in the State of New York at
        the
        relevant time; provided,
        that
        if, by reason of mandatory provisions of law, the validity or perfection
        of
        Agent’s security interest in any item of Pledged Collateral or the effect of
        perfection or non-perfection of the security interest in any item of Pledged
        Collateral is governed by the Uniform Commercial Code as in effect in a
        jurisdiction other than New York, “UCC” shall mean the Uniform Commercial Code
        as in effect in such other jurisdiction for purposes of the provisions hereof
        relating to such validity or perfection or effect of perfection or
        non-perfection.

       

      
        
          
          

        

        
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      (b) The
        words
“hereof”, “herein” and “hereunder” and words of similar import when used in this
        Guaranty shall refer to this Guaranty as a whole and not to any particular
        provision of this Guaranty, and section and paragraph references are to this
        Guaranty unless otherwise specified.

       

      (c) 
        The
        meanings given to terms defined herein shall be equally applicable to both
        the
        singular and plural forms of such terms.

      


      2. Guaranty.
        

      


      (a)
         Guarantor
        hereby, unconditionally and irrevocably guarantees to Agent the prompt and
        complete payment and performance by Borrower when due (whether at the stated
        maturity, by acceleration or otherwise) of the Borrower Obligations, subject
        to
        the limitation set forth in Section
        2(f)
        hereof.

      


      (b)
         Guarantor
        further agrees to pay any and all reasonable expenses (including, without
        limitation, all reasonable fees and disbursements of counsel) that may be
        paid
        or incurred by Agent in enforcing any rights with respect to, or collecting,
        any
        or all of the Obligations and/or enforcing any rights with respect to, or
        collecting against, Guarantor under this Guaranty unless, and to the extent,
        Guarantor is the prevailing party in any dispute, claim or action relating
        thereto. This Guaranty shall remain in full force and effect until the
        Obligations are paid in full, notwithstanding that from time to time prior
        thereto Borrower may be free from any Obligations.

      


      (c)
        Guarantor agrees that the Obligations may at any time and from time to time
        exceed the Recourse Limit without impairing this Guaranty or affecting the
        rights and remedies of Agent hereunder.

      


      (d) 
        No
        payment or payments made by Borrower, Guarantor, any other guarantor or any
        other Person or received or collected by Agent from Borrower, Guarantor,
        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 Guarantor hereunder except to
        the
        extent of the reduction of the Obligations as a consequence thereof. Guarantor
        shall remain liable for the Obligations until the date the Obligations are
        satisfied and paid in full (such date, the “Expiration
        Date”).

      


      (e) Guarantor
        agrees that whenever, at any time, or from time to time, it shall make any
        payment to Agent on account of Guarantor’s liability hereunder, it will notify
        Agent in writing that such payment is made under this Guaranty for such purpose,
        but the failure of Guarantor to provide such notice shall not impair the
        effectiveness of such payment to reduce the Obligations.


      
        
          
          

        

        
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      (f) Guarantor’s
        liability hereunder on any date of determination shall not exceed an amount
        (the
“Recourse
        Limit”)
        equal
        to the excess (if any) of (x) the product of (i) ten percent (10%) and (ii)
        the
        amount by which the Loan Amount exceeds (y) the aggregate amount of all payments
        previously made by Guarantor in respect of the Borrower Obligations on or
        at any
        time prior to such date of determination pursuant to the terms of this Guaranty
        and, in no event, shall there be included as a reduction of the Recourse
        Limit
        any voluntary capital contribution to the Borrower made on or prior to such
        date. Notwithstanding the foregoing, such Recourse Limit shall not (i)
        constitute a waiver, release or impairment of any obligation evidenced or
        secured by the Loan Documents; (ii) impair the right of Agent to name Guarantor
        or the Borrower as a party or defendant in any action or suit for judicial
        foreclosure and sale under the Loan Documents; (iii) impair the right of
        Agent
        to obtain the appointment of a receiver; (iv) impair the right of Agent to
        bring
        suit (and seek a money judgment therein) with respect to breach of contract,
        tort, fraud or intentional misrepresentation by Guarantor or the Borrower
        or any
        other Person in connection with the Loan Documents; (v) impair the right
        of
        Agent to obtain payments on the Pledged Collateral received by Guarantor
        or the
        Borrower after the occurrence and during the continuation of an Event of
        Default; (vi) impair the right of Agent to bring suit (and seek a money judgment
        therein) with respect to any misappropriation by Guarantor or the Borrower
        of
        payments collected in advance with respect to the Pledged Collateral; (vii)
        impair the right of Agent to apply for losses arising out of any willful
        misconduct or fraud by Guarantor or the Borrower or any of their agents or
        employees; or (viii) impair the right of Agent to receive from Guarantor
        all
        losses, costs and expenses actually incurred by Agent and Lender as the result
        of a breach by Guarantor of its representations, warranties or covenants
        under
        this Guaranty.

      


      3. Pledge
        of
        Collateral.

      


      (a) Pledged
        Collateral.
        As
        collateral security for the prompt satisfaction and performance of the
        Obligations, Guarantor hereby pledges, collaterally assigns and hypothecates
        to
        Agent, and hereby grants to Agent, for the benefit of itself as a Lender
        and the
        other Lenders, a lien on and first priority security interest in, all of
        Guarantor’s right, title and interest in, to and under the following, whether
        now owned by Guarantor or hereafter acquired and whether now existing or
        hereafter coming into existence and wherever located (all being collectively
        referred to herein as the “Pledged
        Collateral”),
        excepting, in each case, any of the following that constitute Excluded
        Contracts, Excluded Contract Rights or Excluded Property:

      


      (i) the
        Pledged Shares, including, without limitation, (A) all rights of Guarantor
        to
        receive moneys due but unpaid or to become due thereunder or in respect thereof
        (including, without limitation, but only upon the occurrence and during the
        continuation of an Event of Default, all dividends and other distributions
        thereon) and all property received in substitution or exchange, redemption
        or
        repurchase therefore, (B) all of Guarantor’s rights, powers and privileges with
        respect to the Pledged Shares, (C) all rights of Guarantor to property of
        Borrower, (D) all rights of Guarantor to receive proceeds of any insurance,
        bond, indemnity, warranty or guaranty with respect to Borrower, and (E) all
        proceeds, payments, income and profits of the foregoing;


      
        
          
          

        

        
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      (ii) all
        Accounts, accounts receivable, contract rights for monies due or to become
        due
        to Guarantor, and chattel paper, regardless of whether or not they constitute
        proceeds of other Collateral;

      


      (iii) all
        obligations for monies due or to become due to Guarantor or owing to Guarantor
        of every kind and nature, and all choses in action; 

      


      (iv) all
        Securities (whether or not certificated);

      


      (v) all
        Equipment;

      


      
        
          (vi)
            all
            Inventory; 

        

      

      


      (vii) all
        Goods;

      


      (viii) all
        Fixtures, furniture and furnishings;

      


      (ix) all
        trademarks, trade names, logos, designs, patents, copyrights, applications
        for
        any of the foregoing, know-how, computer software (including, without
        limitation, source and object codes), customer lists and other intellectual
        property of any type or nature whatsoever;

      


      (x) all
        books
        and records relating to any of the foregoing, including, without in any way
        limiting the generality of the foregoing, those relating to its accounts;
        and


      


      (xi) to
        the
        extent not included in the foregoing, all proceeds, products, offspring,
        rents,
        revenues, issues, profits, royalties, income, benefits, accessions, additions,
        substitutions and replacements of and to any and all of the
        foregoing;

      


      provided,
        however, that the Pledged Collateral shall not include any Excluded Property.
        

       

      Capitalized
        terms used in this Section
        3(a)
        but not
        defined in this Guaranty or the Master Loan Agreement shall have the respective
        meanings given to such terms in the UCC. 

       

      (b)
         Later
        Acquired Shares, Stock Dividends, Options or Adjustments.
        Until
        the Expiration Date, Guarantor shall deliver (and irrevocably instructs Borrower
        to deliver) to or upon the order of Agent any and all additional shares of
        stock
        or any other property of any kind distributable on or by reason of the Pledged
        Shares, whether in the form of or by way of stock dividends, warrants, total
        or
        partial liquidation, conversion, prepayments, redemptions or otherwise,
        including, but not limited to, cash dividends (but only upon the occurrence
        and
        continuation of an Event of Default) or cash interest payments, as the case
        may
        be. If any additional shares of capital stock or instruments, or of property,
        in
        which a security interest can only be perfected by possession by Agent, which
        are distributable on or by reason of the Pledged Collateral, shall not be
        delivered to or be under the control of Agent, Guarantor shall forthwith
        transfer and deliver, or cause to be transferred and delivered, such property
        to
        or upon the order of Agent as Pledged Collateral hereunder.


      
        
          
          

        

        
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      (c)
         Delivery
        of Share Certificates and Powers of Attorney.
        Simultaneously with the delivery of this Guaranty, Guarantor is delivering
        to or
        upon the order of Agent all certificated securities (including, without
        limitation, certificated instruments and stock certificates) representing
        the
        Pledged Shares, together with stock powers duly executed in blank by Guarantor
        and the registration book maintained by Borrower with respect to the Pledged
        Shares. Guarantor shall promptly deliver to Agent, or cause Borrower to deliver
        directly to Agent, (i) share certificates or other instruments representing
        any
        Pledged Shares acquired or received by Guarantor after the date of this Guaranty
        and (ii) a stock power duly executed in blank by Guarantor. If at any time
        Agent
        notifies Guarantor that it requires additional stock powers endorsed in blank,
        Guarantor shall promptly execute in blank and deliver the requested power(s)
        to
        Agent.

      


      (d)
        Power
        of Attorney, Irrevocable Proxy.
        

      


      (i) Guarantor
        hereby constitutes and irrevocably appoints Agent, with full power of
        substitution and revocation, as Guarantor’s true and lawful attorney-in-fact,
        with the power, to the full extent permitted by law, upon the occurrence
        and
        during the continuation of an Event of Default and in accordance with applicable
        law, to affix to any documents representing the Pledged Shares the stock
        or bond
        powers delivered with respect thereto, and to transfer or cause the transfer
        of
        the Pledged Shares, or any part thereof, on the books of Borrower, to the
        name
        of Agent and to exercise with respect to the Pledged Shares all the rights,
        powers, privileges and remedies of an owner. The power of attorney granted
        pursuant to this Guaranty and all authority hereby conferred are granted
        and
        conferred solely to protect Agent’s interest in the Pledged Shares and shall not
        impose any duty upon Agent to exercise any power. This power of attorney
        shall
        be irrevocable as one coupled with an interest until the Expiration
        Date.

      


      (ii) As
        of the
        date hereof, Guarantor hereby constitutes and irrevocably appoints Agent,
        with
        full power of substitution and revocation, as Guarantor’s true and lawful
        attorney-in-fact, with the power, to the full extent permitted by law, upon
        the
        occurrence and during the continuation of an Event of Default and in accordance
        with applicable law, to vote as proxy the Pledged Shares at a meeting, or
        to
        express consent or dissent to corporate action in writing without a meeting.
        This proxy shall be irrevocable as one coupled with an interest and shall
        be
        valid until the Expiration Date.

      


      (e)
         Dividends.
        Guarantor agrees that, without the prior written consent of Agent, Guarantor
        shall not, following the occurrence and during the continuation of an Event
        of
        Default, cause Borrower to declare or make payment of (i) any dividend or
        other
        distribution on any shares of its capital stock or (ii) any payment on account
        of the purchase, redemption, retirement or acquisition of any shares of its
        capital stock or any option, warrant or other right to acquire shares of
        its
        capital stock.


      
        
          
          

        

        
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      4. Representations
        and Warranties of Guarantor.
        Guarantor hereby represents and warrants that:

      


      (a)
         It
        is
        duly organized and validly existing in good standing under the laws of the
        State
        of Delaware and is duly qualified to do business and is in good standing
        in
        every other jurisdiction as to which the nature of the business conducted
        by it
        makes such qualification necessary, except where the failure to be so qualified
        would reasonably be expected to have a Material Adverse Effect on Guarantor.
        The
        organizational number of Guarantor is 2556266.

      


      (b)
         It
        has
        the full power, authority and legal right to execute and deliver this Guaranty
        and perform its obligations hereunder. This Guaranty has been duly authorized,
        executed and delivered by it, has not been amended, supplemented or otherwise
        modified, is in full force and effect and is the legal, valid and binding
        obligation of Guarantor, enforceable against it in accordance with its terms,
        except as may be limited by bankruptcy, insolvency, reorganization, moratorium
        or other similar laws relating to or affecting the rights of creditors generally
        and to the application of general principles of equity (regardless of whether
        considered in a proceeding in equity or at law).

      


      (c)
         Neither
        the execution and delivery of this Guaranty nor the consummation by Guarantor
        of
        the transactions contemplated herein to be consummated by Guarantor will
        conflict with or result in a breach of, or constitute a default under,
        Guarantor’s charter or by-laws or any agreement or instrument to which Guarantor
        is a party or by which Guarantor or its property is bound, or (except for
        the
        liens created pursuant to this Guaranty or the other the Loan Documents)
        result
        in the creation or imposition of any lien or encumbrance upon Guarantor’s
        revenues or assets. Neither the execution and delivery of this Guaranty nor
        the
        consummation by Guarantor of the transactions contemplated herein to be
        consummated by Guarantor requires any consent to be obtained by Guarantor
        under
        any applicable law or regulation applicable to Guarantor, any order, writ,
        injunction or decree of any court or governmental authority or agency binding
        upon Guarantor or any agreement or instrument to which Guarantor is a party
        or
        by which Guarantor or its property is bound (other than (i) such consents
        as
        have heretofore been obtained, given or made, (ii) such filings as may be
        required in connection with the perfection of Agent’s security interest and
        (iii) such filings and consents as may be necessary to comply with applicable
        federal and state securities laws and such other laws as may be applicable
        to
        the performance of Guarantor’s obligations hereunder).

      


      (d)
        It
        has received and reviewed copies of the Loan Documents.

      


      (e)
         There
        is
        no action, suit or proceeding at law or in equity by or before any governmental
        authority, arbitral tribunal or other body now pending, or to the best of
        Guarantor’s knowledge, threatened against or affecting Guarantor or its property
        or the Pledged Collateral that would reasonably be expected to have a Material
        Adverse Effect on Guarantor.


      
        
          
          

        

        
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      (f)
         No
        authorizations, approvals or consents of, and no filings or registrations
        with,
        any governmental authority are necessary to be obtained or made by Guarantor
        for
        its execution and delivery of this Guaranty or its performance of its
        obligations hereunder, except for the filings of the UCC-1 financing statements
        (“UCC-1s”)
        referred to in Section
        4(g)
        hereof
        and such filings and consents as may be necessary to comply with applicable
        federal and state securities laws and such other laws as may be applicable
        to
        the performance of Guarantor’s obligations hereunder.

      


      (g)
         Upon
        the
        filing of an appropriate UCC-1 in the office of the Secretary of State of
        the
        State of Delaware, the pledge and security interest created hereunder in
        Guarantor’s right, title and interest in and to the Pledged Collateral in favor
        of Agent constitutes a first priority pledge (subject to Permitted Liens)
        of and
        security interest in and to all of Guarantor’s right, title and interest in and
        to the Pledged Collateral (inclusive of the Pledged Shares) in which a security
        interest therein may be perfected by such filing.

      


      (h)
         It
        is the
        sole owner of the Pledged Shares pledged under Section
        3
        hereof
        free and clear of all claims, mortgages, pledges, liens, security interests
        and
        other encumbrances of any nature whatsoever (and no right or option to acquire
        the same exists in favor of any other Person), except for Permitted Liens,
        and
        (except to Agent or Lenders hereunder) Guarantor agrees that it will not
        encumber or grant any security interest in or with respect to the Pledged
        Collateral or permit any of the foregoing, other than Permitted
        Liens.

      


      (i) 
        In
        pledging the Pledged Collateral, Guarantor does not have any actual intent
        to
        hinder, delay or defraud any entity to which Guarantor is or is to become
        indebted.

      


      (j) 
        It is
        solvent on the date hereof and will not become insolvent as a result of the
        pledge.

      


      (k) 
        It does
        not intend to incur, or believe in respect of the pledge of the Pledged
        Collateral, that it will incur, debts that would be beyond its ability to
        pay
        such debts as such debts mature.

      


      (l) 
        The
        Pledged Shares are validly issued, fully paid for and nonassessable. No options,
        warrants or other agreements with respect to the Pledged Shares are outstanding.
        The Pledged Shares represent all of the issued and outstanding capital stock
        in
        the Borrower. The Pledged Shares are not Excluded Property. All share
        certificates, stock certificates, certificated instruments or other instruments
        representing any Pledged Shares furnished by Guarantor to Agent over time
        are
        original of such documents. 


      
        
          
          

        

        
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      5. Covenants
        of Guarantor.
        Guarantor hereby covenants and agrees that:

      


      (a)
         It
        shall
        pay and discharge all taxes now or hereafter imposed on it, on its income
        or
        profits, on any of its property or upon the liens or encumbrances provided
        herein prior to the date on which penalties attach thereto; provided, however,
        that Guarantor shall be free to challenge the amount or validity of any taxes
        by
        appropriate proceedings. It shall promptly pay any valid, final judgment
        enforcing any such tax (subject to its right to appeal same) and cause the
        same
        to be satisfied of record and shall also pay, or cause to be paid, when due
        all
        valid claims for labor, material, supplies or services that, if unpaid, could
        by
        law result in a mechanics’ lien.

      


      (b)
         It
        shall
        notify Agent promptly upon obtaining knowledge of any material action, suit
        or
        proceeding at law or in equity by or before any government authority, arbitral
        tribunal or other body pending or threatened against it or
        Borrower.

      


      (c)
         It
        shall
        not (i) create, incur, assume or permit to exist any lien or encumbrance
        upon
        any of the Pledged Collateral, except for Permitted Liens, or (ii) directly
        or
        indirectly create, incur or suffer to exist any indebtedness payable by Borrower
        (except as contemplated by the Loan Documents).

      


      (d)
         It
        will
        not (i) vote to enable or take any other action to permit the Borrower to
        issue
        any stock or other equity securities or interests of any nature or to issue
        any
        other securities convertible into or granting the right to purchase or exchange
        for any stock or other equity securities or interests of the Borrower or
        (ii)
        sell, assign, transfer, exchange or otherwise dispose of, or grant any option
        with respect to, the Pledged Shares.

      


      (e)
         It
        shall
        not file or cause or suffer to be filed with respect to the Borrower a voluntary
        petition in bankruptcy to seek relief for the Borrower under any provision
        of
        any bankruptcy, reorganization, moratorium, delinquency, arrangement,
        insolvency, readjustment of debt, dissolution or liquidation law of any
        jurisdiction, whether now or subsequently in effect, or consent to the filing
        of
        any petition against the Borrower under any such law, or consent to the
        appointment of or taking possession by a custodian, receiver, conservator,
        trustee, liquidator, sequestrator or similar official for the Borrower or
        of all
        or any part of Borrower’s property, or make an assignment for the benefit of
        creditors of the Borrower.

      


      (f)
         It
        agrees
        that it shall not amend, nor consent to the amendment of (x) the Governing
        Agreement of either the Borrower or NCI, or (y) the Company LLC Agreement,
        in
        each case, without the prior written consent of the Agent, which consent
        shall
        not be unreasonably withheld, delayed or conditioned. For purposes of the
        foregoing, any change in the ownership of membership interests in the Company
        or
        other change in the Company LLC Agreement effected without the affirmative
        consent or approval of Guarantor shall not be deemed an amendment of the
        Company
        LLC Agreement. 


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      


      (g)
         It
        shall,
        or shall cause NCI or some other Person to, fund any request received from
        the
        Company for additional capital contributions to the Company if, and to the
        extent that, the failure to fund such additional capital contribution would
        result in NCI owning less than fifteen percent (15%) of all of the membership
        interests in the Company (with it being agreed and understood that Guarantor
        shall be entitled to fund, or cause NCI or some other Person to fund, a greater
        portion (including all) of any such request with the purpose of this clause
        (g)
        being to assure that NCI does not own less than fifteen percent (15%) of
        all of
        the membership interests in the Company but not to preclude NCI from owning
        a
        greater percentage of the membership interests in the Company). 

      


      (h)
         It
        shall,
        to the maximum extent permissible by applicable law, include both the Borrower
        and NCI in a consolidated income tax return of the Guarantor.

      


      6. Further
        Assurances; Remedies.
        In
        furtherance of the grant of the pledge and security interest pursuant to
        Section
        3
        hereof,
        Guarantor hereby agrees with Agent as follows:

      


      (a)
        Delivery
        and Other Perfection.
        Guarantor shall:

      


      (i) 
        with
        respect to any Pledged Collateral that is a security, if such Pledged Collateral
        is received by Guarantor, forthwith either (x) transfer and deliver to Agent
        such security so received by Guarantor (together with the certificates for
        any
        such security duly endorsed in blank or accompanied by undated powers of
        attorney duly executed in blank authorizing Agent to transfer ownership of
        such
        security to a third party following and during the continuation of an Event
        of
        Default), all of which thereafter shall be held by Agent, pursuant to the
        terms
        of this Guaranty as part of the Pledged Collateral, or (y) take such other
        action as Agent shall reasonably request to duly record, enforce, grant and
        perfect the lien created hereunder in such security; and

      


      (ii) upon
        the
        reasonable request of Agent, give, execute, deliver, file and/or record any
        financing statement, continuation statement, notice, instrument, document,
        agreement or other papers that may be necessary or desirable to create,
        preserve, perfect or validate the security interest granted pursuant hereto
        or
        to enable Agent to exercise and enforce its rights hereunder with respect
        to
        such pledge and security interest; and, without limiting the generality of
        the
        foregoing, if any Pledged Collateral shall be evidenced by a promissory note
        or
        other instrument, Guarantor shall deliver and pledge to Agent such note or
        instrument duly endorsed or accompanied by duly executed instruments of transfer
        or assignment, all in form and substance reasonably satisfactory to
        Agent.

      


      (b)
         Other
        Financing Statements and Liens.
        Without
        the prior consent of Agent, Guarantor shall not file, or authorize to be
        filed
        or to be on file, in any jurisdiction, any financing statement or like
        instrument with respect to the Pledged Collateral in which Agent is not named
        as
        the sole secured party.

      


      (c)
        Preservation
        of Rights.
        Agent
        shall not be required to take any steps necessary to preserve any of the
        rights
        or interests of any Person in, to or under any of the Pledged
        Collateral.


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      


      (d)
        Pledged
        Collateral.

      


      (i)
         Notwithstanding
        anything to the contrary herein or in the Master Loan Agreement or the other
        Loan Documents, so long as no Default or Event of Default shall have occurred
        and be continuing, Guarantor shall have the right to exercise all voting
        and
        corporate rights pertaining to the Pledged Collateral for all purposes not
        inconsistent with the terms of this Guaranty, the Master Loan Agreement,
        the
        other Loan Documents or any documents referenced herein or therein; provided
        that Guarantor agrees that it will not vote the Pledged Collateral in any
        manner
        that is inconsistent with the terms of this Guaranty, the Master Loan Agreement
        or the other Loan Documents 

      


      (ii) 
        Guarantor recognizes and agrees that, subject to the terms of this Guaranty
        and
        applicable law, the Agent has an absolute and unconditional right to liquidate
        the Pledged Collateral upon and during the continuation of an Event of Default.
        Guarantor agrees not to seek any equitable or other relief to delay or prevent
        Agent from exercising its right to liquidate the Pledged Collateral upon
        and
        during the continuation of an Event of Default, subject to Agent’s complying
        with the terms of this Guaranty and applicable law. 

      


      (e)  Events
        of Default, Etc.
        During
        the period during which an Event of Default has occurred and is
        continuing:

      


      i. Agent
        (to
        the extent of its security interest) shall have all of the rights and remedies
        with respect to the Pledged Collateral of a secured party under the UCC and
        such
        additional rights and remedies to which a secured party is entitled under
        the
        laws in effect in any jurisdiction where any rights and remedies hereunder
        may
        be asserted (including, without limitation, the right, to the maximum extent
        permitted by law, to exercise all voting, consensual and other powers of
        ownership pertaining to the Pledged Collateral as if Agent were the sole
        and
        absolute owner thereof (and Guarantor agrees to take all such action as may
        be
        appropriate to give effect to such right));

      


      ii. Agent
        may
        make any reasonable compromise or settlement with respect to any of the Pledged
        Collateral and may extend the time of payment, arrange for payment in
        installments or otherwise modify the terms of, the sale or other disposition
        of
        any of the Pledged Collateral;

      


      iii. Agent
        may, in its name or in the name of Guarantor or otherwise, demand, sue for,
        collect or receive any money or property at any time payable or receivable
        on
        account of, or in exchange for, any of the Pledged Collateral, but shall
        be
        under no obligation to do so; and


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      (iv) Agent
        may, with respect to the Pledged Collateral or any part thereof that shall
        then
        be or shall thereafter come into the possession, custody or control of Agent
        or
        any of its agents, sell, lease, assign or otherwise dispose of all or any
        part
        of such Pledged Collateral, at such place or places as is commercially
        reasonable, and for cash or for credit or for future delivery (without thereby
        assuming any credit risk), at public or private sale, without demand of
        performance or notice of intention to effect any such disposition or of the
        time
        or place thereof (except such notice as is required above or by applicable
        statute and cannot be waived), and any Person may be the purchaser, lessee,
        assignee or recipient of any or all of the Pledged Collateral so disposed
        of at
        any public sale (or, to the extent permitted by law, at any private sale)
        and
        thereafter hold the same absolutely free from any claim or right of whatsoever
        kind, including any right or equity of redemption (statutory or otherwise),
        of
        Guarantor, any such demand, notice and right or equity being hereby expressly
        waived and released. Agent may, without notice or publication, adjourn any
        public or private sale or cause the same to be adjourned from time to time
        by
        announcement at the time and place fixed for the sale, and such sale may
        be made
        at any time or place to which the sale may be so adjourned.

      


      Guarantor
        recognizes that, by reason of certain prohibitions contained in the Securities
        Act of 1933, as amended (the “Securities
        Act”),
        and
        applicable state securities laws, Agent may be compelled, with respect to
        any
        sale of all or any part of the Pledged Collateral that constitutes a “security”
under the Securities Act, to limit purchasers to those who will agree, among
        other things, to acquire such Pledged Collateral for their own account, for
        investment and not with a view to the distribution or resale thereof. Guarantor
        acknowledges that any such private sale may be at prices and on terms less
        favorable to Agent than those obtainable through a public sale without such
        restrictions, and, notwithstanding such circumstances, agrees that any such
        private sale shall be deemed to have been made in a commercially reasonable
        manner and that Agent shall have no obligation to engage in public sales
        and no
        obligation to delay the sale of any such Pledged Collateral for the period
        of
        time necessary to permit the respective issuer thereof to register it for
        public
        sale.

       

      (f) Removals,
        Etc.
        Without
        at least thirty (30) days’ prior written notice to Agent, Guarantor shall not
        either (i) change the name under which it does business from the name shown
        on
        the signature pages hereto or (ii) change its state of incorporation.


      


      (g)  Private
        Sale.
        Agent
        shall not incur any liability as a result of the sale of the Pledged Collateral,
        or any part thereof, at any private sale pursuant to Section
        6(e)
        hereof
        conducted in good faith and otherwise in compliance with applicable law.
        Guarantor hereby waives any claims against Agent by reason of the fact that
        the
        price at which the Pledged Collateral may have been sold at such a private
        sale
        was less than the price that might have been obtained at a public sale or
        was
        less than the aggregate amount of the Obligations.


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      


      (h)
         Attorney-in-Fact.
        Agent
        is hereby appointed the attorney-in-fact of Guarantor for the purpose of
        carrying out the provisions of this Section
        6
        during
        the period during which an Event of Default has occurred and is continuing.
        Upon
        the occurrence and during the continuance of any Event of Default, Agent
        may
        take any action and execute any instruments that Agent may deem necessary
        or
        advisable to accomplish the purposes hereof, which appointment as
        attorney-in-fact is irrevocable and coupled with an interest. Without limiting
        the generality of the foregoing, so long as Agent shall be entitled under
        this
Section
        6
        to make
        collections in respect of the Pledged Collateral, Agent shall have the right
        and
        power to receive, endorse and collect all checks made payable to the order
        of
        Guarantor representing any dividend, payment or other distribution in respect
        of
        the Pledged Collateral or any part thereof and to give full discharge for
        the
        same.

      


      (i)
        Termination. When
        all
        of the Obligations shall have been satisfied by payment in full, this Guaranty
        shall terminate and Agent shall forthwith cause to be assigned, transferred
        and
        delivered, against receipt but without any recourse, warranty or representation
        whatsoever, any remaining Pledged Collateral and money received in respect
        thereof, to or on the order of Guarantor; provided,
        however,
        that
        Guarantor’s obligations under Sections
        20
        and
21
        shall
        survive any such termination.

      


      (j)
         Expenses.
        Guarantor agrees to pay all reasonable out-of-pocket expenses (including
        reasonable expenses for legal services of every kind) of or incident to the
        enforcement of any of the provisions of this Guaranty, or performance by
        Agent
        of any obligations of Guarantor in respect of the Pledged Collateral that
        Guarantor has (for a period of at least five (5) Business Days after receipt
        of
        written request from Agent that the same be performed by Guarantor) failed
        or
        refused to perform, or (after occurrence and during the continuation of an
        Event
        of Default) any actual or attempted sale, or any exchange, enforcement,
        collection, compromise or settlement in respect of any of the Pledged
        Collateral, and (after occurrence and during the continuation of an Event
        of
        Default) for the care of the Pledged Collateral and defending or asserting
        rights and claims of Agent in respect thereof, by litigation or
        otherwise.

      


      (k)
         Further
        Assurances.
        Guarantor agrees to, from time to time upon the reasonable request of Agent,
        execute and deliver such further documents and do such other acts and things
        as
        such Agent may reasonably request in order to effectuate the purposes of
        this
        Guaranty.

      


      7. Right
        of Set-off.
        Upon
        the occurrence and during the continuation of any Event of Default, Guarantor
        hereby irrevocably authorizes Agent at any time and from time to time without
        notice to Guarantor, any such notice being expressly waived by Guarantor,
        to
        set-off and appropriate and apply any and all deposits (general or special,
        time
        or demand, provisional or final), in any currency, and any other 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 Agent to or for the credit or the account of Guarantor, or any part
        thereof in such amounts as Agent may elect, against and on account of the
        obligations and liabilities of Guarantor to Agent hereunder, in any currency,
        whether arising hereunder or under any Loan Document, as Agent may elect,
        whether or not Agent has made any demand for payment and although such
        obligations, liabilities and claims may be contingent or unmatured. Agent
        shall
        notify Guarantor promptly of any such set-off and the application made by
        Agent;
        provided that the failure to give such notice shall not affect the validity
        of
        such set-off and application. The rights of Agent under this Section
        7
        are in
        addition to other rights and remedies (including, without limitation, other
        rights of set-off) that Agent may have.


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      


      8. No
        Subrogation.
        Notwithstanding any payment or payments made by Guarantor hereunder or any
        set-off or application of funds of Guarantor by Agent, unless and until the
        Obligations are paid in full, Guarantor shall not be (i) entitled to payment
        of
        any Indebtedness owing by Borrower to Guarantor except for (A) Indebtedness
        owing by the Borrower to Guarantor that will be paid on the Closing Date
        and (B)
        any reimbursement for income taxes, audit fees and allocated overhead expenses
        at the times and in the amounts set forth in Section 2.5 of the Master Loan
        Agreement, or (ii) subrogated to any of the rights of Agent against the Borrower
        or any other guarantor or any collateral security or guarantee or right of
        offset held by Agent for the payment of the Obligations. In addition, Guarantor
        shall not (unless and until the Obligations are paid in full) seek or be
        entitled to seek any contribution or reimbursement from the Borrower or any
        other guarantor in respect of payments made by Guarantor hereunder. If any
        amount shall be paid to Guarantor on account of such Indebtedness or subrogation
        rights at any time when all of the Obligations shall not have been paid and
        satisfied in full, such amount shall be held by Guarantor in trust for Agent,
        segregated from other funds of Guarantor and shall, forthwith upon receipt
        by
        Guarantor, be turned over to Agent in the exact form received by Guarantor
        (duly
        indorsed by Guarantor to Agent, if required), to be applied against the
        Obligations, whether matured or unmatured, in such order as Agent may
        determine.

      


      9. Amendments,
        Etc. with Respect to the Obligations.
        Guarantor shall remain obligated hereunder notwithstanding that, without
        any
        reservation of rights against Guarantor and without notice to or further
        assent
        by Guarantor, any demand for payment of any of the Obligations made by Agent
        may
        be rescinded by Agent and any of the Obligations continued, and the Obligations,
        or the liability of any other party upon or for any part thereof, or any
        collateral security or guarantee Therefore or right of offset with respect
        thereto, may, from time to time, in whole or in part, be renewed, extended,
        amended, modified, accelerated, compromised, terminated, waived, surrendered
        or
        released by Agent, and the Master Loan Agreement and any other Loan Documents
        may (subject to the terms and conditions thereof) be amended, modified,
        supplemented or terminated, in whole or in part, as Agent may deem advisable
        from time to time, and (subject to the terms and conditions of any relevant
        agreement related thereto) any collateral security, guarantee or right of
        offset
        at any time held by Agent for the payment of the Obligations may be sold,
        exchanged, waived, surrendered or released. Agent shall not have any obligation
        to protect, secure, perfect or insure any lien at any time held by it as
        security for the Obligations or for this Guaranty or any property subject
        thereto. When making any demand hereunder against Guarantor, Agent may, but
        shall be under no obligation to, make a similar demand on the Borrower or
        any
        other guarantor, and any failure by Agent to make any such demand or to collect
        any payments from the Borrower or any such other guarantor or any release
        of
        such other guarantor shall not relieve Guarantor of its obligations or
        liabilities hereunder and shall not impair or affect the rights and remedies,
        express or implied, or as a matter of law, of Agent against Guarantor. For
        the
        purposes hereof “demand” shall include the commencement and continuance of any
        legal proceedings.


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      
         

        10. Waiver
          of Rights.
          Except
          as otherwise expressly provided herein, Guarantor waives any and all notice
          of
          any kind, including, without limitation, notice of the creation, renewal,
          extension or accrual of any of the Obligations, and notice of or proof
          of
          reliance by Agent upon this Guaranty or acceptance of this Guaranty; 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 this Guaranty; and all dealings between the Borrower and Guarantor,
          on the
          one hand, and Agent, on the other hand, likewise shall be conclusively
          presumed
          to have been had or consummated in reliance upon this Guaranty. Guarantor
          waives
          diligence, presentment, protest, demand for payment and notice of default
          or
          nonpayment to or upon the Borrower or Guarantor with respect to the Obligations.
          In addition, Guarantor waives any requirement that Agent exhaust any right,
          power, remedy or proceeding against the Borrower. 

        


        11. Guaranty
          Absolute and Unconditional.
          Guarantor understands and agrees that this Guaranty shall be construed
          as a
          continuing, absolute and unconditional guarantee of the full and punctual
          payment and performance by the Borrower of the Borrower Obligations and
          not of
          their collectibility only and is in no way conditioned upon any requirement
          that
          Agent first attempt to collect any of the Borrower Obligations from the
          Borrower, without regard to (a) the validity, regularity or enforceability
          of
          the Master Loan Agreement or any other Loan Documents, any of the Borrower
          Obligations or any other collateral security therefore or guarantee or
          right of
          offset with respect thereto at any time or from time to time held by Agent,
          (b)
          any defense, set-off, deduction, abatement, recoupment, reduction or
          counterclaim (other than a defense of payment or performance) that may
          at any
          time be available to or be asserted by the Borrower against Agent, or (c)
          any
          other circumstance whatsoever (with or without notice to or knowledge of
          the
          Borrower or Guarantor) that constitutes, or might be construed to constitute,
          an
          equitable or legal discharge of the Borrower from the Borrower Obligations,
          or
          of Guarantor from this Guaranty, in bankruptcy or in any other instance.
          When
          pursuing its rights and remedies hereunder against Guarantor, Agent may,
          but
          shall be under no obligation to, pursue such rights, powers, privileges
          and
          remedies as it may have against the Borrower or any other Person or against
          the
          Pledged Collateral or any other collateral security or guarantee for the
          Borrower Obligations or any right of offset with respect thereto, and any
          failure by Agent to pursue such other rights or remedies or to collect
          any
          payments from the Borrower or any such 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 Borrower or any such other Person or any such collateral
          security, guarantee or right of offset, shall not relieve Guarantor of
          any
          liability hereunder, and shall not impair or affect the rights, powers,
          privileges and remedies, whether express, implied or available as a matter
          of
          law or equity, of Agent against Guarantor. This Guaranty shall remain in
          full
          force and effect and be binding in accordance with and to the extent of
          its
          terms upon Guarantor, and shall inure to the benefit of Agent, until all
          the
          Borrower Obligations and the obligations of Guarantor under this Guaranty
          shall
          have been satisfied by performance and payment in full.

        


        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

        

         

        12. Reinstatement.
          This
          Guaranty 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 Agent upon the
          insolvency, bankruptcy, dissolution, liquidation or reorganization of the
          Borrower or Guarantor, or upon or as a result of the appointment of a receiver,
          intervenor or conservator of, or trustee or similar officer for, the Borrower
          or
          Guarantor or any substantial part of its property, or otherwise, all as
          though
          such payments had not been made.

        


        13. Payments.
          Guarantor hereby guarantees that payments hereunder will be paid to Agent
          without deduction, abatement, recoupment, reduction, set-off or counterclaim,
          in
          U.S. Dollars and in accordance with the wiring instructions of
          Agent.

        


        14. Notices.
          Except
          as provided herein, all notices, requests and other communications required
          or
          permitted by this Guaranty (including, without limitation, any modifications
          of,
          or waivers, requests or consents under, this Guaranty) shall be in writing
          and
          shall be effective and deemed delivered only when received by the party
          to which
          it is sent to the intended recipient at the “Address for Notices” specified on
          the signature page hereto; or, as to any party, at such other address as
          shall
          be designated by such party in a written notice to the other party; provided,
          however,
          that a
          facsimile transmission shall be deemed to be received when transmitted
          so long
          as the transmitting machine has provided an electronic confirmation (without
          error message) of such transmission and notices being sent by first class
          mail,
          postage prepaid, shall be deemed to be received five (5) Business Days
          following
          the mailing thereof. 

        


        15. Severability. If
          any of
          the provisions of this Guaranty shall be held invalid or unenforceable,
          this
          Guaranty shall be construed as if not containing such provisions, and the
          rights
          and obligations of the parties hereto shall be construed and enforced
          accordingly.

        


        16. Integration.
          This
          Guaranty represents the agreement of Guarantor and Agent with respect to
          the
          subject matter hereof, and there are no promises or representations by
          either
          party relative to the subject matter hereof not reflected herein.

        


        17. Amendments
          in Writing; No Waiver; Cumulative Remedies.
          

        


        (a)
          None
          of the terms or provisions of this Guaranty may be waived, amended, supplemented
          or otherwise modified except by a written instrument executed by Guarantor
          and
          Agent; provided that any provision of this Guaranty may be waived in writing
          by
          Agent.

        


        (b)
          Neither
          party shall be deemed by any act (except by a written instrument pursuant
          to
          Section 17(a)
          hereof),
          delay, indulgence, omission or otherwise to have waived any right, power,
          privilege or remedy hereunder or to have acquiesced in any Default or Event
          of
          Default or in any breach of any of the terms and conditions hereof. No
          failure
          to exercise, nor any delay in exercising, on the part of either party,
          any
          right, power, remedy or privilege hereunder shall operate as a waiver thereof.
          No single or partial exercise of any right, power, remedy or privilege
          hereunder
          shall preclude any other or further exercise thereof or the exercise of
          any
          other right, power or privilege. A waiver by any either party of any right,
          power, privilege or remedy hereunder on any one occasion shall not be construed
          as a bar to any right, power, privilege or remedy that such party would
          otherwise have on any future occasion.

        


        
          
            
            

          

          
            18

            
              

            

          

          
            
            

          

        

         

               
          (c) 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.

        


        18. Section
          Headings.
          The
          section headings used in this Guaranty are for convenience of reference
          only and
          are not to affect the construction hereof or be taken into consideration
          in the
          interpretation hereof.

        


        19. Successors
          and Assigns.
          This
          Guaranty shall be binding upon the successors and permitted assigns of
          the
          parties hereto and shall inure to the benefit of the parties hereto and
          their
          successors and assigns. This Guaranty may not be assigned by Guarantor
          without
          the express written consent of Agent in its sole discretion, and any attempt
          to
          assign or transfer this Guaranty without such consent shall be null and
          void and
          of no effect whatsoever.

        


        20. Governing
          Law.
          THIS
          GUARANTY SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS
          OF THE
          STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES
          THEREOF (EXCEPT FOR SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
          LAW).


        


        21. Waiver
          Of Jury Trial; Consent To Jurisdiction And Venue; Service Of
          Process.
          EACH OF
          THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
          BY
          APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
          ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OF THE TRANSACTIONS
          CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND
          UNCONDITIONALLY CONSENTS, ON BEHALF OF ITSELF AND ITS PROPERTY, TO THE
          NON-EXCLUSIVE JURISDICTION OF ANY COURT OF THE STATE OF NEW YORK, OR IN
          THE
          UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, IN
          ANY
          ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY. EACH
          OF THE
          PARTIES HERETO HEREBY SUBMITS TO, AND WAIVES ANY OBJECTION SUCH PARTY MAY
          HAVE
          TO, NON-EXCLUSIVE PERSONAL JURISDICTION AND VENUE IN THE COURTS OF THE
          STATE OF
          NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT
          OF NEW
          YORK, WITH RESPECT TO ANY DISPUTES ARISING OUT OF OR RELATING TO THE LOAN
          DOCUMENTS. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY CONSENTS TO THE
          SERVICE
          OF A SUMMONS AND COMPLAINT AND OTHER PROCESS IN ANY ACTION, CLAIM OR PROCEEDING
          BROUGHT BY THE OTHER PARTY IN CONNECTION WITH THIS GUARANTY OR THE OTHER
          LOAN
          DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER, OR THE PERFORMANCE
          OF SUCH RIGHTS AND OBLIGATIONS, ON BEHALF OF ITSELF OR ITS PROPERTY, TO
          SUCH
          PARTY’S ADDRESS SET FORTH UNDER ITS SIGNATURE BELOW OR SUCH OTHER ADDRESS AS
          SUCH PARTY SHALL HAVE PROVIDED IN WRITING TO THE OTHER PARTY. NOTHING IN
          THIS
          SECTION 21 SHALL AFFECT THE RIGHT OF EITHER PARTY HERETO TO (I) SERVE LEGAL
          PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW, OR (II) BRING
          ANY
          ACTION OR PROCEEDING AGAINST THE OTHER PARTY OR ITS PROPERTIES IN THE COURTS
          OF
          ANY OTHER JURISDICTIONS.

        


        
          
            
            

          

          
            19

            
              

            

          

          
            
            

          

        

         

        22. Security
          Agreement.
          This
          Guaranty shall constitute a “security agreement” within the meaning of the UCC.
          Guarantor, by executing and delivering this Guaranty, has granted and hereby
          grants to Agent, as security for Guarantor’s performance, a security interest in
          the Pledged Collateral that may be subject to the UCC.

        


        23. Other
          Liens.
          Notwithstanding anything to the contrary contained herein, liens previously
          granted by Guarantor in favor of Agent or future liens that are granted
          by
          Guarantor in favor of Agent will not constitute a breach of this
          Guaranty.

        


        24. Agents.
          Agent
          may employ agents and attorneys-in-fact in connection herewith.

        


        25. Counterparts.
          This
          Guaranty may be executed in any number of counterparts, all of which when
          taken
          together shall constitute one and the same instrument, and either of the
          parties
          hereto may execute this Guaranty by signing any such counterpart.

        


        [Signature
          page to follow]

         

        
          
            
            

          

          
            20

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the parties hereto have caused this Guaranty And Pledge
          Agreement to be duly executed and delivered as of the day and year first
          above
          written.

        


        
          	
                  iDNA,
                    INC.

                
	 
	 
	
                  By:

                	 	
                
	
                  Name:
                    Robert V. Cuddihy, Jr.

                
	
                  Title:
                    Treasurer

                
	 
	
                  Address
                    for Notices: 

                
	
                  415
                    Madison Avenue, 7th
                    Floor

                
	
                  New
                    York, New York 10017

                
	
                  Attention:
                    Mr. Robert V. Cuddihy, Jr.

                
	
                  Facsimile:
                    (212) 644-7070

                
	 
	 
	
                  SILAR
                    ADVISORS, L.P.

                
	
                  By:   Leeds
                    Holdings, LLC, 

                
	
                       
                    its general partner

                
	 


        

        
          	
                  By:

                	 	
                
	
                  Name: Robert
                    L. Leeds

                
	
                  Title: Chief
                    Executive Officer

                
	 
	
                  Address
                    for Notices:

                
	
                  333
                    Seventh Avenue, 3rd
                    Floor

                
	
                  New
                    York, New York 10001

                
	
                  Attention:
                    Mr. Robert Leeds

                
	
                  Facsimile:
                    (212) 601-4919

                


        

        


        
          
            
            

          

          
            21