ex10-11.htm


    
      

    

    EXHIBIT
      10.11

    SUBSIDIARY
      GUARANTEE

    


    SUBSIDIARY
      GUARANTEE, dated as of November 30, 2007 (this “Guarantee”), 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
      purchasers signatory (the “Purchasers”) to that certain Securities
      Purchase Agreement, dated as of the date hereof, between Visual Management
      Systems, Inc., a Nevada corporation (the “Company”) and the
      Purchasers.

     

    


    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 Purchasers (the “Purchase
      Agreement”), the Company has agreed to sell and issue to the Purchasers, and
      the Purchasers have agreed to purchase from the Company the Company’s Original Issue Discount 5%
Senior
Secured
Convertible
Debentures,
      due May 30, 2010 (the “Debentures”),
      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 Debentures; and

    


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

    


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

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

       

    

    “Obligations”
      means, in addition to all other costs and expenses of collection incurred by
      Purchasers in enforcing any of such Obligations and/or this Guarantee, all of the liabilities and
      obligations (primary, secondary, direct, contingent, sole, joint or several)
      due
      or to become due, or that are now or may be hereafter contracted or acquired,
      or
      owing to, of any Debtor to the Secured Parties, including, without limitation,
      all obligations under this
      Agreement, the Debentures, this Guarantee
      and any other instruments,
      agreements or other documents executed and/or delivered in connection herewith
      or therewith, in each case, whether now or hereafter existing, voluntary or
      involuntary, direct or indirect, absolute or contingent, liquidated or
      unliquidated, whether or not jointly owed with others, and whether or not from
      time to time decreased or extinguished and later increased, created or incurred,
      and all or any portion of such obligations or liabilities that are paid, to
      the
      extent all or any part of such payment is avoided or recovered directly or
      indirectly from any of the Secured Parties as a preference, fraudulent transfer
      or otherwise as such obligations may be amended, supplemented, converted,
      extended or modified from time to time.  Without limiting the
      generality of the foregoing, the term “Obligations”
      shall include, without limitation: (i)
      principal of, and interest on the Debentures and the loans extended pursuant
      thereto; (ii) any and all other fees, indemnities, costs, obligations and
      liabilities of the Debtors from time to time under or in connection with this
      Agreement, the Debentures, the Guarantee and any other instruments, agreements
      or other documents executed and/or delivered in connection herewith or
      therewith; and (iii) all amounts (including but not limited to post-petition
      interest) in respect of the foregoing that would be payable but for the fact
      that the obligations to pay such amounts are unenforceable or not allowable
      due
      to the existence of a bankruptcy, reorganization or similar proceeding involving
      any Debtor.

    


    2.           Guarantee.

    


    (a)           Guarantee.

    


    
      	
               

            	
              (i)

            	
              The
                Guarantors hereby, jointly and severally, unconditionally and irrevocably,
                guarantee to the Purchasers and their 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 Purchasers
                hereunder.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              (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 Purchasers 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.

            


    

    


    
      	
               

            	
              (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
                Purchasers whole on a monetary basis for the Company's failure to
                perform
                such Obligations in accordance with the Transaction
                Documents.

            


    

    


    (b)           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 Purchasers, and each Guarantor shall remain liable to
      the
      Purchasers for the full amount guaranteed by such Guarantor
      hereunder.

    


    
      
        
        

      

      
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    (c)           No
      Subrogation.  Notwithstanding any payment made by any Guarantor
      hereunder or any set-off or application of funds of any Guarantor by the
      Purchasers, no Guarantor shall be entitled to be subrogated to any of the rights
      of the Purchasers against the Company or any other Guarantor or any collateral
      security or guarantee or right of offset held by the Purchasers 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
      Purchasers 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 Purchasers, segregated
      from other funds of such Guarantor, and shall, forthwith upon receipt by such
      Guarantor, be turned over to the Purchasers in the exact form received by such
      Guarantor (duly indorsed by such Guarantor to the Purchasers, if required),
      to
      be applied against the Obligations, whether matured or unmatured, in such order
      as the Purchasers may determine.

    


    (d)           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 Purchasers may be rescinded
      by
      the Purchasers 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 Purchasers,
      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 Purchasers
      may
      deem advisable from time to time, and any collateral security, guarantee or
      right of offset at any time held by the Purchasers for the payment of the
      Obligations may be sold, exchanged, waived, surrendered or released. The
      Purchasers 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.

    


    
      
        
        

      

      
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    (e)           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 Purchasers 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 Purchasers, 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 Purchasers, (b) any
      defense, set-off or counterclaim (other than a defense of payment or performance
      or fraud or misconduct by Purchasers) which may at any time be available to
      or
      be asserted by the Company or any other Person against the Purchasers, 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
      Purchasers may, but shall be under no obligation to, make a similar demand
      on or
      otherwise pursue such rights and remedies as they 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 Purchasers 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
      Purchasers against any Guarantor. For the purposes hereof, “demand” shall
      include the commencement and continuance of any legal proceedings.

    


    (f)           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 Purchasers 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, intervenor 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.

    


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

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

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

    


    (a)           Organization
      and Qualification. The Guarantor is a corporation, 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.

    


    (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.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    (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 Purchasers 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.

    


    (f)           Foreign
      Law.  Each Guarantor has consulted with appropriate foreign legal
      counsel with respect to any of the above representations for which non-U.S.
      law
      is applicable. Such foreign counsel have advised each applicable Guarantor
      that
      such counsel knows of no reason why any of the above representations would
      not
      be true and accurate. Such foreign counsel were provided with copies of this
      Subsidiary Guarantee and the Transaction Documents prior to rendering their
      advice.

    


    4.           Covenants.

     

              (a)         Each
      Guarantor covenants and agrees with the Purchasers 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.

     

              (b)         So
      long as any of the Obligations are outstanding, unless Purchasers holding at
      least 75% of the aggregate principal amount of the then outstanding Debentures
      shall otherwise consent in writing, each Guarantor will not directly or
      indirectly on or after the date of this Guarantee:

    


    i.           other
      than Permitted Indebtedness
      (as defined in
      the Debentures) enter into,
      create, incur, assume or suffer to exist any indebtedness for borrowed money
      of
      any kind, including but not limited to, a guarantee, on or with respect to
      any
      of its property or assets now owned or hereafter acquired
      or any
      interest therein or any income or profits therefrom;

    


    
      
        
        

      

      
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    ii.           other
      than Permitted Liens (as defined
      in the Debentures) enter
      into, create, incur, assume or suffer to exist any liens of any kind, on or
      with
      respect to any of its property or assets now
      owned or
      hereafter acquired or any interest therein or any income or profits therefrom;

    


    iii.           amend
      its certificate of incorporation,
      bylaws or other charter documents so as to adversely affect any rights of the
      Holder
      hereunder;

    


    iv.           repay,
      repurchase or offer to repay, repurchase or otherwise acquire more than a de
      minimis number of shares of its securities;

    


    v.           repay,
      repurchase or offer to repay,
      repurchase or otherwise acquire any Indebtedness, other than the Debentures
      if
      on a pro-rata basis, other
      than regularly scheduled principal and interest payments as such terms are
      in
      effect as of the date of
      the Purchase Agreement;

    


    vi.           pay
      cash dividends on any equity securities of the Company;

    


    vii.           enter
      into any transaction with any Affiliate of the Guarantor which would be required
      to be disclosed in any public filing of the Company with the Commission, unless
      such transaction is made on an arm’s-length basis and expressly approved by a
      majority of the disinterested directors of the Company (even if less than a
      quorum otherwise required for board approval); or

    


    viii.           enter
      into any agreement with respect to any of the foregoing.

    


    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
      Purchasers.

    


    (b)           Notices.
      All notices, requests and demands to or upon the Purchasers 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).

     

    
      
        
        

      

      
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    (c)           No
      Waiver By Course Of Conduct; Cumulative Remedies. The Purchasers 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 Purchasers, 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 Purchasers of any right
      or remedy hereunder on any one occasion shall not be construed as a bar to
      any
      right or remedy which the Purchasers 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 Purchasers 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
                Purchasers.

            


    

    


    
      	
               

            	
              (ii)

            	
              Each
                Guarantor agrees to pay, and to save the Purchasers 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.

            


    

    


    
      	
               

            	
              (iii)

            	
              Each
                Guarantor agrees to pay, and to save the Purchasers 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.

            


    

     

     

    
      
        
        

      

      
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    (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 Purchasers 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 Purchasers.

    


    (f)           Set-Off.
      Each Guarantor hereby irrevocably authorizes the Purchasers 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 Purchasers
      to
      or for the credit or the account of such Guarantor, or any part thereof in
      such
      amounts as the Purchasers may elect, against and on account of the obligations
      and liabilities of such Guarantor to the Purchasers hereunder and claims of
      every nature and description of the Purchasers against such Guarantor, in any
      currency, whether arising hereunder, under the Purchase Agreement, any other
      Transaction Document or otherwise, as the Purchasers may elect, whether or
      not
      the Purchasers have made any demand for payment and although such obligations,
      liabilities and claims may be contingent or unmatured. The Purchasers shall
      notify such Guarantor promptly of any such set-off and the application made
      by
      the Purchasers 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 Purchasers under this Section are in addition to other rights and
      remedies(including, without limitation, other rights of set-off) which the
      Purchasers 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.

    


    (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.

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

       

    

    (j)           Integration.
      This Guarantee and the other Transaction Documents represent the agreement
      of
      the Guarantors and the Purchasers with respect to the subject matter hereof
      and
      thereof, and there are no promises, undertakings, representations or warranties
      by the Purchasers 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 Purchasers 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

            


    

    


    
      	
               

            	
              (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.

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (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
                Purchasers 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 Purchasers, 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 Purchasers.

            


    

    


    (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 2.6, each Guarantor will be released from
      all liability hereunder concurrently with the repayment in full of all amounts
      owed under the Purchase Agreement, the Debentures and the other Transaction
      Documents.

    


    (p)           Seniority.
      The Obligations of each of the Guarantors hereunder rank senior in priority
      to
      any other Indebtedness (as defined in the Purchase Agreement) of such
      Guarantor.

    


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

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

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

    


     

                            VISUAL
      MANAGEMENT
      SYSTEMS HOLDING, INC.

     

                                                                                                     By:
      _________________________________

                                                                                                Name:Jason
      Gonzalez

                                                                                                 
Title:President

     

                            VISUAL
      MANAGEMENT
      SYSTEMS, LLC

     

                            By:  Visual
      Management Systems Holding, Inc.

                                       
      Managing Member

     

                                                                                                    
      By: _________________________________

                                                                                                                                                        Name:Jason
      Gonzalez

                                                                                                                                                         
      Title:President

     

                            VISUAL
      MANAGEMENT
      PDG, LLC

     

                            By:  Visual
      Management Systems Holding, Inc.

                               
      Managing Member

     

                                                                                                    
      By: ________________________________

                                                                                                        Name:Jason
      Gonzalez

                                                                                                                         
      Title:President

     

                            VMS
      FINANCIAL
      SERVICES, LLC

     

                            By:  Visual
      Management Systems Holding, Inc.

                                                                                                                                                                                   
Managing
      Member

     

                                                                                                                                                            
      By: _________________________________

                                                                                                                                                        Name:Jason
      Gonzalez

                                                                                                                                                         
      Title:President

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

       

    

    SCHEDULE
      1

    


    GUARANTORS

    


                      The
      following are the names, notice addresses and jurisdiction of organization
      of
      each Guarantor.

     

                                                                                                                        
      COMPANY

                                                           
      JURISDICTION
      OF                           OWNED
      BY

                                                           
      INCORPORATION                            PERCENTAGE

                                                          
       -------------                                             ----------

    


    


    ----------

    
 

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    Annex
      1
      to

    SUBSIDIARY
      GUARANTEE

    


    ASSUMPTION
      AGREEMENT, dated as of ____ __, ______ made by ______________________________,
      a
      ______________ corporation (the “Additional Guarantor”), in favor of the
      Purchasers pursuant to the Purchase Agreement referred to below. All capitalized
      terms not defined herein shall have the meaning ascribed to them in such
      Purchase Agreement.

     

     

    W
      I T N E S S E T H :

    


               WHEREAS,
      [COMPANY], a [___________ corporation (the “Company”) and the Purchasers
      have entered into a Securities Purchase Agreement, dated as of [________ ___,
      2007 (as amended, supplemented or otherwise modified from time to time, the
      “Purchase Agreement”);

    


               WHEREAS,
      in connection with the Purchase Agreement, the Company and its Subsidiaries
      (other than the Additional Guarantor) have entered into the Subsidiary
      Guarantee, dated as of [______________ ____, 2007 (as amended, supplemented
      or
      otherwise modified from time to time, the “Guarantee”) in favor of the
      Purchasers;

    


               WHEREAS,
      the Purchase Agreement requires the Additional Guarantor to become a party
      to
      the Guarantee; and

    


               WHEREAS,
      the Additional Guarantor has agreed to execute and

    deliver
      this Assumption Agreement in order to become a party to the
      Guarantee;

    


                                    NOW,
      THEREFORE, IT IS AGREED:

    


    1.           Guarantee.
      By executing and delivering this Assumption Agreement, the Additional Guarantor,
      as provided in Section 5(n) of the Guarantee, hereby becomes a party to the
      Guarantee as a Guarantor thereunder with the same force and effect as if
      originally named therein as a Guarantor and, without limiting the generality
      of
      the foregoing, hereby expressly assumes all obligations and liabilities of
      a
      Guarantor thereunder. The information set forth in Annex 1-A hereto is hereby
      added to the information set forth in Schedule 1 to the Guarantee. The
      Additional Guarantor hereby represents and warrants that each of the
      representations and warranties contained in Section 3 of the Guarantee is true
      and correct on and as the date hereof as to such Additional Guarantor (after
      giving effect to this Assumption Agreement) as if made on and as of such
      date.

    


    2.           Governing
      Law. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
      INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

       

    

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

    


    


                                                                                       [ADDITIONALGUARANTOR]

    


                                                                                        By: _______________________________                                                                                                          

                                                                                        Name:

                                                                                        Title:

     

    
      


       

      16