GUARANTY

    


    
      	
              1.

            	
              Identification.
                This Guaranty (the “Guaranty”)
                is made as of the ___ day of November, 2007 by _______________, a
                _________ corporation with its principal place of business at
                ________________________ (the “Guarantor”)
                in favor of RBS Citizens, National Association, having
                a lending office at 28 State Street, Boston, MA 02109 (the “Lender”).

            


    

    


    
      	2.	
              Background
                and Reasons for Guaranty.

            


    

    


    
      	 	
              2.1

            	
              Loan.
                On
                the date hereof, National Investment Managers Inc., a Florida corporation,
                having an address of 545 Metro Place South, Suite 100, Dublin, OH
                43017
                (the “Borrower”)
                executed and delivered (a) a certain Term Promissory Note of even
                date
                herewith from the Borrower to the Lender in the maximum principal
                amount
                of up to $13,000,000.00 and (b) a certain Revolving Line of Credit
                Note of
                even date herewith from the Borrower to the Lender in the maximum
                principal amount of $2,000,000.00 (together, the “Notes”).
                The obligations of the Borrower are further evidenced by a certain
                Revolving Line of Credit and Term Loan Agreement of even date herewith
                by
                and between the Borrower and Lender (the “Loan
                Agreement”).
                The Notes are secured by, among other things, a certain Security
                Agreement
                of even date herewith from the Borrower to Lender (the “Security
                Agreement”).
                In addition, the obligations of Guarantor under this Guaranty shall
                be
                secured by a certain Security Agreement of even date herewith from
                Guarantor to Lender (the “Guarantor
                Security Agreement”)
                granting to Lender a first priority security interest in all assets
                of
                Guarantor. The Notes, the Loan Agreement, the Security Agreement,
                this
                Guaranty, the Guarantor Security Agreement, the Guaranties of the
                other
                Guarantors and all other documents executed in connection with or
                related
                to such documents are sometimes collectively referred to herein as
                the
                “Loan
                Documents”.
                The obligations evidenced by the Loan Documents are sometimes collectively
                referred to herein as the “Loans”.
                All capitalized terms used herein and not otherwise defined herein
                shall
                have the meanings as set forth in the Loan
                Agreement.

            


    

    


    
      	 	
              2.2

            	
              Requirement
                of Guaranty.
                As a condition precedent to the making of the Loan to Borrower, Lender
                has
                required that Guarantor execute and deliver this Guaranty to
                Lender.

            


    

    


    
      	 	
              2.3

            	
              Consideration
                to Guarantor.
                Guarantor desires to execute and deliver the Guaranty to Lender because
                the Borrower has a substantial interest in Guarantor and Guarantor
                will
                receive a direct financial benefit from the credit extended to
                Borrower.

            


    

    


    
      	 
	Guaranty
              by ABR Advisors, Inc.	
              Page
                1 of 11

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              3.

            	
              Guaranty.
                Guarantor, in consideration of Lender entering into the Loan Documents
                and
                other good and valuable consideration, the receipt and sufficiency
                of
                which are hereby acknowledged, and for the purpose of inducing Lender
                to
                enter into the Loan Documents, hereby irrevocably and unconditionally
                guarantees to Lender (a) the full, punctual and prompt payment of
                all sums
                payable under the terms of the Notes and the other Loan Documents,
                whether
                at maturity or by acceleration or otherwise, in immediately available
                coin
                and currency of the United States which is legal tender for the payment
                of
                all public and private debts; (b) the performance of all of Borrower’s
                other obligations under the Notes and the other Loan Documents; and
                (c)
                all other obligations of every kind and description now existing
                or
                hereafter arising, direct or indirect, absolute or contingent, secured
                or
                unsecured, matured or unmatured, primary
                or secondary, of Borrower to Lender including, without limitation,
                any
                Hedging Obligations (as defined in Rider
                A
                to
                the Notes). The obligations referenced in subsections (a), (b) and
                (c)
                above are collectively referred to herein as the “Guaranteed
                Obligations”.

            


    

    


    
      	
              4.

            	
              Warranties
                and Representations.
                Guarantor hereby warrants and represents to Lender
                that:

            


    

    


    
      	 	
              4.1

            	
              The
                Board of Directors of the Guarantor have determined the execution,
                delivery and performance of this Guaranty to be necessary or convenient
                to
                the conduct, promotion or attainment of the business of the Borrower
                and
                the Guarantor, and to be in the best interests of the Guarantor and
                in
                pursuance of its corporate purposes as an integral part of the business
                now conducted and proposed to be conducted by the Guarantor. The
                Guarantor
                expects to receive substantial direct and indirect benefits from
                the
                making of the Loan to the Borrower. By virtue of the foregoing, after
                considering the Guarantor’s probable liability hereunder, the Guarantor is
                receiving at least reasonably equivalent value from Lender for its
                guaranty and will not be rendered insolvent thereby; and after giving
                effect to the transactions contemplated hereby, the Guarantor does
                not,
                and will not, have an unreasonably small capital for the conduct
                of its
                business and has, and will have, the ability to pay its debts from
                time to
                time incurred in connection therewith as such debts
                mature.

            


    

    


    
      	 	
              4.2

            	
              The
                execution, delivery, and performance by the Guarantor of this Guaranty
                do
                not and will not:

            


    

    


    
      	 	 	
              (i)

            	
              violate
                any provision of, or require any filings, registration, consent or
                approval under, any law, rule, regulation (including, without limitation,
                Regulation U), order, writ, judgment, injunction, decree, determination
                or
                award presently in effect having applicability to the Guarantor or
                the
                Borrower;

            


    

     

    
      
        	 	 
	
                Guaranty
                  by ABR Advisors, Inc.

              	
                Page 2
                  of 11

              


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
         

        
          	
                	(ii)	
                  result
                    in a breach of or constitute a default or require any consent
                    under any
                    indenture or loan or credit agreement or any other agreement,
                    lease or
                    instrument to which the Guarantor is a party or by which Guarantor
                    or any
                    of its properties may be bound or
                    affected;

                


        

      

       

    

    
      	 	 	
              (iii)

            	
              result
                in, or require, the creation or imposition of any lien, security
                interest
                or other encumbrance (other than as created hereunder), upon or with
                respect to any of the properties now owned or hereafter acquired
                by the
                Guarantor; or

            


    

    


    
      	 	 	
              (iv)

            	
              cause
                the Guarantor to be in default under any such law, rule, regulation,
                order, writ, judgment, injunction, decree, determination or award
                or any
                such indenture, agreement, lease or
                instrument.

            


    

    


    
      	 	
              4.3

            	
              The
                Guarantor is a corporation duly organized, validly existing and in
                good
                standing under the laws of the State of New York and has the legal
                power
                and authority to execute, deliver and fulfill its obligations set
                forth in
                this Guaranty. The Guarantor has all requisite corporate power to
                own and
                operate its properties and to carry on its business as now conducted
                and
                as proposed to be conducted and is duly qualified to do business
                and in
                good standing in such other jurisdictions where the failure to so
                qualify
                would have a material adverse effect on the Guarantor’s business,
                prospects, operations or financial
                condition.

            


    

    


    
      	 	
              4.4

            	
              This
                Guaranty has been duly authorized by all necessary corporate action
                and is
                a legal, valid and binding obligation of the Guarantor, enforceable
                against the Guarantor in accordance with its
                terms.

            


    

    


    
      	 	
              4.5

            	
              Any
                and all financial statements and other financial data which have
                previously been furnished to Lender with respect to Guarantor are
                true and
                correct in all material respects, fairly, completely and accurately
                representing the financial condition of Guarantor as of the date
                thereof
                and, since the date thereof, there have been no additional borrowings
                of
                Guarantor, nor has there been any material adverse change in the
                financial
                condition of Guarantor; there are no legal proceedings, material
                claims or
                demands pending against, or to the best of Guarantor’s knowledge,
                threatened against Guarantor or any of Guarantor’s assets; there are no
                federal or state liens filed or threatened against Guarantor or any
                of
                Guarantor’s assets; and Guarantor is not in default or claimed default
                under any agreement for borrowed
                money.

            


    

    


    
      	 	
              4.6

            	
              Guarantor
                has reviewed and approved the Loan Documents to be signed by Borrower
                in
                connection with the Loan, and each and every warranty and representation
                made by Borrower in the Loan Documents is, to the best of Guarantor’s
                knowledge, true and correct.

            


    

     

    
      	 
	Guaranty
              by ABR Advisors, Inc.	
              Page
                3 of
                11

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              4.7

            	
              Guarantor
                shall, within five (5) business days after receipt thereof, deliver
                to
                Lender copies of any notices of default served on such Guarantor
                pursuant
                to the terms of any other material agreement to which such Guarantor
                is a
                party.

            


    

    


    
      	
              5.

            	
              Primary
                Nature of Guaranty.
                In giving this Guaranty, Guarantor hereby acknowledges that this
                Guaranty
                is a guarantee of (i) performance by Borrower under the Loan Documents;
                and (ii) payment and not of collection, and that the liability of
                Guarantor hereunder is present, absolute, unconditional, continuing,
                primary, direct and independent of the obligations of Borrower. Lender
                shall not be required to pursue any other remedies before invoking
                the
                benefits of this Guaranty, including, without limitation, its remedies
                under the Loan Documents. With regard to any rights which may accrue
                to
                Lender under or in connection with the Loan Documents, Lender may,
                at its
                option, look to Guarantor for the performance of the Guaranteed
                Obligations to the extent provided herein, without having first commenced
                any action or proceeding against Borrower or any other guarantor
                or any
                other parties or other security, and without having obtained any
                judgment
                against Borrower or against any other guarantor. Enforcement of Lender’s
                rights against the security given by Borrower for the Loan shall
                not
                impair the right of Lender to enforce this Guaranty, Guarantor expressly
                agreeing that any such action by Lender shall never operate as a
                release
                of Guarantor’s liability hereunder. Guarantor shall be conclusively bound,
                in any jurisdiction, by the judgment rendered in any action by Lender
                against Borrower or against any other guarantor, wherever instituted,
                as
                if Guarantor was a party to such action, even if not actually joined
                as a
                party.

            


    

    


    
      	
              6.

            	
              Continuing
                Nature of Guaranty.
                The liability of Guarantor shall remain and continue in full force
                and
                effect notwithstanding:

            


    

    


    
      	 	
              6.1

            	
              The
                non-liability of Borrower for any reason whatsoever for the payment
                and
                performance of the Guaranteed Obligations or any part
                thereof;

            


    

    


    
      	 	
              6.2

            	
              The
                voluntary or involuntary liquidation, dissolution, sale of all or
                substantially all of the property described in the Loan Documents,
                marshaling of assets and liabilities, receivership, insolvency,
                bankruptcy, assignment for the benefit of creditors, reorganization,
                arrangement, composition or readjustment or any similar proceeding,
                affecting Borrower or any of their
                assets;

            


    

    


    
      	
            	6.3	
              The
                assignment or transfer of the Notes or other Loan
                Documents;

            


    

    


    
      	 	
              6.4

            	
              The
                release of Borrower from the observance of any of the agreements,
                covenants, terms or conditions contained in the Loan Documents by
                operation of law;

            


    

    


    
      	 	
              6.5

            	
              Any
                defenses or rights of set-off or counter-claims which Borrower may
                have or
                assert; or

            


    

     

    
      	 
	Guaranty
              by ABR Advisors, Inc.	
              Page
                4 of  11

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              6.6

            	
              Any
                failure by Lender to inform Guarantor of any facts Lender may now
                or
                hereafter know about Borrower, the Loan or the transactions contemplated
                in connection therewith, it being understood and agreed that Lender
                has no
                duty so to inform; it being the intention hereof that Guarantor shall
                remain liable hereunder until the Guaranteed Obligations of Borrower
                shall
                have been fully paid, performed and observed by Borrower, notwithstanding
                any act, omission or thing that might otherwise operate as a legal
                or
                equitable discharge of Guarantor.

            


    

    


    
      	
              7.

            	
              Certain
                Rights of Lender.
                Lender may at any time and from time to time, with or without
                consideration, without prejudice to any claim against Guarantor hereunder,
                without in any way changing, releasing or discharging Guarantor from
                its
                liabilities and obligations hereunder and without notice to or the
                consent
                of Guarantor:

            


    

    


    
      	 	
              7.1

            	
              Exchange,
                release or surrender all or any part of the security for the Loan
                which
                Lender may at any time hold;

            


    

    


    
      	 	
              7.2

            	
              Sell
                all or any part of the security for the Loan and become the purchaser
                thereof at any such sale;

            


    

    


    
      	 	
              7.3

            	
              Settle
                or compromise with Borrower, or any other person primarily or secondarily
                liable with Borrower, the Guaranteed Obligations or any renewal or
                extension thereof;

            


    

    


    
      	 	
              7.4

            	
              Renew,
                rearrange or extend the time, manner, place or terms of payment and
                performance of the Guaranteed Obligations or any renewal or extension
                thereof;

            


    

    


    
      	 	
              7.5

            	
              Forbear,
                extend the time for, or grant indulgences with respect to the enforcement
                of any of the Guaranteed Obligations or the exercise by Lender of
                any
                right or remedy contained in the Loan Documents or available under
                applicable law, whether such enforcement be fully prosecuted or
                otherwise;

            


    

    


    
      	 	
              7.6

            	
              Supplement,
                change, amend, substitute, modify, alter or cancel the Guaranteed
                Obligations or any other Loan Documents;
                and

            


    

    


    
      	 	
              7.7

            	
              Take
                other guarantees, collateral or security with respect to the Guaranteed
                Obligations.

            


    

    


    
      	8.	
              Certain
                Waivers by Guarantor.
                Guarantor hereby waives:

            


    

    


    
      	 	
              8.1

            	
              Any
                right to require Lender to (i) proceed against Borrower; (ii) proceed
                against, exhaust or participate in any security held by Lender for
                the
                payment and performance of the Guaranteed Obligations, or (iii) pursue
                any
                other remedy that Lender has or to which it may be
                entitled;

            


    

     

    
      	 
	Guaranty
              by ABR Advisors, Inc.	
              Page
                5 of
                11

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              8.2

            	
              Notice
                of the acceptance of this Guaranty, presentment, demand, protest
                and
                notice of protest, nonpayment, default or dishonor of the Guaranteed
                Obligations or any renewal or extension thereof and any and all other
                rights and remedies now or hereafter accorded to guarantors by applicable
                law;

            


    

    


    
      	 	
              8.3

            	
              Diligence
                on the part of Lender in the collection of the monetary sums included
                in
                the Guaranteed Obligations, notice of intention to accelerate the
                maturity
                of any of the Guaranteed Obligations, notice of the failure of Borrower
                to
                pay or perform all or any of the Guaranteed Obligations in a timely
                manner
                and diligence on the part of Lender in preserving the liability of
                any
                person on any of the Guaranteed Obligations;
                and

            


    

    


    
      	 	
              8.4

            	
              Any
                right that Guarantor has or to which Guarantor may be entitled to
                cause a
                marshaling of Borrower’s assets.

            


    

    


    
      	
              9.

            	
              No
                Waiver by Lender.
                No failure, omission or delay on the part of Lender in exercising
                any
                rights hereunder or in taking any action to collect or enforce payment
                or
                performance of the Guaranteed Obligations or in enforcing observance
                or
                performance of any agreement, covenant, term or condition to be performed
                or observed under the Loan Documents, either against Borrower or
                any other
                person liable therefor, shall operate as a waiver of any such right
                or in
                any manner prejudice the rights of Lender against
                Guarantor.

            


    

    


    
      	
              10.

            	
              Subordination
                of Subrogation.
                Guarantor hereby unconditionally and irrevocably agrees that it will
                not
                at any time exert or exercise against Borrower, and does hereby
                subordinate any right of or claim to subrogation, reimbursement,
                indemnity, contribution or payment (including any right to proceed
                upon
                any collateral pledged by Borrower to Guarantor) for or with respect
                to
                any amounts which Guarantor may pay or be obligated to pay to Lender,
                including, without limitation, any right to enforce any remedy which
                Guarantor now or hereafter shall have against Borrower by reason
                of
                obligations which Guarantor may perform, satisfy or discharge under
                or
                with respect to this Guaranty. The payment of any amounts due with
                respect
                to any indebtedness of the Borrower now or hereafter held by the
                Guarantor
                is hereby subordinated to the prior payment in full of the Guaranteed
                Obligations, provided that so long as no default in the payment or
                performance of the Guaranteed Obligations has occurred and is continuing,
                or no demand for payment of any of the Guaranteed Obligations has
                been
                made that remains unsatisfied, the Borrower may make, and the Guarantor
                may demand and accept, payments of principal and interest on such
                subordinated indebtedness. The Guarantor agrees that after the occurrence
                of any default in the payment or performance of the Guaranteed
                Obligations, the Guarantor will not demand, sue for or otherwise
                attempt
                to collect any such indebtedness of the Borrower to the Guarantor
                until
                the Guaranteed Obligations shall have been paid in full. If,
                notwithstanding the foregoing sentence, the Guarantor shall collect,
                enforce or receive any amounts in respect of such indebtedness, such
                amounts shall be collected, enforced and received by the Guarantor
                as
                trustee for the Lender and be paid over to the Lender on account
                of the
                Guaranteed Obligations without affecting in any manner the liability
                of
                the Guarantor under the other provisions of this
                Guaranty.

            


    

     

    
      	 
	Guaranty
              by ABR Advisors, Inc.	
              Page
                6 of 
                11

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              11.

            	
              Financial
                Information and Condition.
                Guarantor shall furnish to Lender all such financial information
                as set
                forth in the Loan Agreement. At any time during the term of the Loan,
                Guarantor shall provide Lender with any additional financial information
                reasonably requested by Lender. Guarantor shall immediately notify
                Lender
                of any material adverse change in the financial condition of the
                Guarantor.

            


    

    


    
      	
              12.

            	
              Right
                of Set-Off.
                Upon the occurrence of a default under the Loan Documents, Lender
                is
                hereby authorized, at any time and from time to time, without notice
                to
                Guarantor or to any other person, any such notice being hereby expressly
                waived, to set-off, appropriate and apply any and all deposits (general
                or
                special), and any other indebtedness at any time held or owing by
                Lender
                to or for the credit or the account of Guarantor (collectively, the
                “Deposits”),
                against and on account of any obligations and liabilities of Guarantor
                hereunder, although said obligations and liabilities, or any of them,
                shall be contingent or unmatured. The Guarantor hereby grants to
                Lender a
                security interest in such Deposits.

            


    

    


    
      	
              13.

            	
              Mandatory
                Refunds.
                If, for any reason, any payment to Lender on account of the Guaranteed
                Obligations is required to be refunded to Borrower, or paid over
                to any
                other party, including, without limitation, by reason of the operation
                of
                bankruptcy laws now or hereafter enacted, Guarantor agrees to pay
                the
                amounts so required to be refunded or paid over upon demand, it being
                acknowledged and agreed that the Guaranteed Obligations shall not
                be
                treated as having been discharged by reason of any payment to Lender
                giving rise to an obligation on the part of Lender to repay the same,
                and
                this Guaranty shall be treated as remaining in full force and effect
                with
                respect to any such repayment so made by Lender, as well as for any
                amounts not previously paid to Lender on account of the Guaranteed
                Obligations.

            


    

    


    
      	
              14.

            	
              Multiple
                Guarantors.
                If there is more than one guarantor of the Guaranteed Obligations:
                (a) the
                obligations, covenants, warranties and representations of each guarantor
                shall be joint and several; (b) the granting of a written release
                of
                liability hereunder of less than all of the guarantors shall be effective
                with respect to the liability hereunder of only those specifically
                so
                released, but shall in no way affect the liability hereunder of any
                guarantor not so released; and (c) each guarantor waives any right
                to
                require Lender to proceed against any other guarantor. Any prior
                or
                subsequent guaranty to Lender shall not be deemed to be in lieu of
                or to
                supersede or terminate this Guaranty, but shall be construed as an
                additional or supplementary guaranty unless otherwise expressly provided
                herein.

            


    

     

    
      	 
	Guaranty
              by ABR Advisors, Inc.	
              Page 7
                of 
                11

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              15.

            	
              Default.
                Failure of Guarantor to keep, observe or perform any term, covenant
                or
                agreement made under this Guaranty by Guarantor or under any other
                obligations of Guarantor to Lender after the expiration of any applicable
                cure period shall constitute an Event of Default under this Guaranty
                and
                under the Loan Documents, whether or not provision therefor is made
                in
                such documents. In addition to the Events of Default described in
                this
                Section 15, the following events, after the expiration of any applicable
                grace periods, shall also constitute “Events of Default” under this
                Guaranty:

            


    

    


    
      	 	
              15.1

            	
              If
                any representation or warranty by the undersigned or in any writing
                furnished by the undersigned in connection with or pursuant to this
                Guaranty shall be false in any material respect with respect to the
                undersigned on the date as of which made;
                or

            


    

    


    
      	 	
              15.2

            	
              If
                the Guarantor makes an assignment for the benefit of creditors;
                or

            


    

    


    
      	 	
              15.3

            	
              If
                the Guarantor petitions or applies to any tribunal for the appointment
                of
                a trustee or receiver of the business, estate or assets or of any
                substantial portion of the business, estate or assets of the undersigned,
                or commences any proceedings relating to the Guarantor under any
                bankruptcy, reorganization, arrangement, insolvency, readjustment
                of debt,
                dissolution or liquidation law of any jurisdiction, whether now or
                hereafter in effect; or

            


    

    


    
      	 	
              15.4

            	
              If
                any such petition or application is filed or any such proceedings
                are
                commenced against the Guarantor and the Guarantor by any act indicates
                its
                approval thereof, consent thereto, or acquiescence therein, or any
                order
                is entered appointing any such trustee or receiver, or declaring
                the
                Guarantor bankrupt or insolvent, or approving the petition in any
                such
                proceedings; or

            


    

    


    
      	 	
              15.5

            	
              If
                the Guarantor shall dissolve, terminate or otherwise fail to maintain
                its
                legal existence, as the case may
                be.

            


    

    


    If
      an
      Event of Default shall occur, then or at any time thereafter, while such Event
      of Default shall continue, the Lender may declare all Guaranteed Obligations,
      together with all obligations of the undersigned hereunder, to be immediately
      due and payable.

    


    
      	16.	
              General.

            


    

    


    
      	 	
              16.1

            	
              Costs
                and Expenses.
                Guarantor shall pay all reasonable attorneys’ fees and disbursements,
                costs and expenses incurred by Lender in the enforcement of this
                Guaranty.
                “Attorneys’ fees” and “counsel fees” and the like as used herein shall
                include reasonable fees for the attorneys’ services whether outside or
                within judicial proceedings, including also appellate and bankruptcy
                court
                proceedings.

            


    

     

    
      	 
	Guaranty
              by ABR Advisors, Inc.	
              Page 8
                of 
                11

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
            	16.2	
              Governing
                Law.
                This Guaranty shall be enforced and construed in accordance with
                the laws
                of the Commonwealth of Massachusetts, and Guarantor waives the right
                to be
                sued elsewhere. In the event suit is brought by Lender, Guarantor
                agrees
                that service of process may be made, and personal jurisdiction obtained,
                by service of a copy of the summons, complaint and other pleadings
                required to commence such litigation upon Guarantor at the address
                designated in Paragraph 1 above.

            


    

    


    
      	 	
              16.3

            	
              Jury
                Trial Waiver.
                GUARANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A JURY IN ANY PROCEEDINGS
                HEREAFTER INSTITUTED BY OR AGAINST GUARANTOR IN RESPECT OF THIS GUARANTY
                OR ARISING OUT OF ANY DOCUMENT, INSTRUMENT OR AGREEMENT EVIDENCING,
                GOVERNING OR SECURING THE NOTES OR GUARANTY, INCLUDING ALL LOAN
                DOCUMENTS.

            


    

    


    
      	 	
              16.4

            	
              Successors
                and Assigns.
                This Guaranty shall be binding upon Guarantor and the successors,
                assigns
                and legal representatives of Guarantor, and shall inure to the benefit
                of
                Lender and the successors, assigns and legal representatives of Lender.
                Guarantor may not assign its rights or delegate its duties under
                this
                Guaranty. The transfer or assignment by Lender of the Notes shall
                operate
                as a transfer or assignment to the transferee or assignee of this
                Guaranty
                and all rights and privileges
                hereunder.

            


    

    


    
      	 	
              16.5

            	
              Cumulative
                Remedies.
                All of Lender’s rights, remedies and recourse under the Loan Documents or
                this Guaranty are separate and cumulative and may be pursued separately,
                successively or concurrently, are non-exclusive and the exercise
                of any
                one or more of them shall in no way limit or prejudice any other legal or
                equitable right, remedy or recourse to which Lender may be
                entitled.

            


    

    


    
      	 	
              16.6

            	
              Gender
                and Number.
                Whenever the context so requires the masculine gender shall include
                the
                feminine and/or neuter and the singular number shall include the
                plural
                and conversely in each case.

            


    

    


    
      	 	
              16.7

            	
              Modifications.
                No provision hereof shall be modified or limited except by a written
                agreement expressly referring to this Guaranty and to the provision
                so
                modified or limited and signed by Guarantor and
                Lender.

            


    

    


    
      	 	
              16.8

            	
              Severability.
                In case any one or more of the provisions contained in this Guaranty
                shall
                for any reason be held to be invalid, illegal or unenforceable in
                any
                respect, such invalidity, illegality or unenforceability shall not
                affect
                any other provision hereof, and this Guaranty shall be construed
                as if
                such invalid, illegal or unenforceable provision had never been contained
                herein.

            


    

    


    
      	 
	Guaranty
              by ABR Advisors, Inc.	
              Page 9
                of
                11 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              16.9

            	
              Notices.
                Any notice, request, demand or other communication required or permitted
                hereunder shall be given in writing by delivering the same in person
                to
                the intended addressee, by overnight courier service with guaranteed
                next
                day delivery or by certified United States Mail, postage prepaid
                or
                telegram sent to the intended addressee at the applicable address
                set
                forth on Page 1 hereof or to such different address as either Guarantor
                or
                Lender shall have designated by written notice to the other sent
                in
                accordance herewith.
                Copies of all notices to Lender shall also be sent to Brian F. Plunkett,
                Esquire, Bartlett Hackett Feinberg P.C., 155 Federal Street, 9th
                Floor, Boston, MA 02110.
                Such notices shall be deemed given when received or, if earlier,
                in the
                case of delivery by courier service with guaranteed next day delivery,
                the
                next day or the day designated for delivery, or in the case of delivery
                by
                certified United States Mail, two days after deposit
                therein.

            


    

    


    
      	 	
              16.10

            	
              Headings.
                The headings of sections herein are inserted only for convenience
                and
                shall in no way define, describe or limit the scope or intent of
                any
                provisions of this Guaranty.

            


    

    


    


    [Signature
      on following page]

     

    
      	 
	Guaranty
              by ABR Advisors, Inc.	
              Page 10
                of 
                11

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, Guarantor has executed this Guaranty under seal as of the
      date
      first above written.

    

      
        	 	 	 GUARANTOR:
	 	 	 	 
	 	 	 	
                [ 
                  ]

              
	 	 	 	 
	 	 	 	 
	
                 

              	 	By:
                	
                 

              
	
                Witness

              	 	Name:	
                 

              
	
                 

              	 	Title:	 


      

    

     

    
      	 
	Guaranty
              by ABR Advisors, Inc.	
              Page
                11 of 
                11