10-K










Exhibit 10.ii  




GUARANTY 



        This
GUARANTY (“Guaranty”) is executed as of December 25, 2008, by Yosef A.
Maiman (“Guarantor”), for the benefit of Ampal-American Israel
Corporation, a New York Corporation (“Lender”). 



W I T N E
 S S E T H:  



        WHEREAS,
Lender loaned Merhav (m.n.f.) Ltd. (the “Borrower”) $20,000,000 (the
“Loan”) pursuant to a Promissory Note, dated December 24, 2007 (the
“Original Promissory Note”); 



        WHEREAS,
the Original Promissory Note was scheduled to mature on December 24, 2008; 



        WHEREAS, Borrower
and Lender have agreed, to amend the Original Promissory Note to extend its maturity and
modify the rate of interest; 



        WHEREAS,
to reflect such amendments, the Borrower executed and delivered that certain Amended and
Restated Promissory Note, dated as of the date hereof, payable to the order of Lender in
the original principal amount of $20,000,000 (together with all renewals, modifications,
increases and extensions thereof, the “Note”), which is secured by the
lien and security interest of a Pledge Agreement, dated as of December 24, 2007, given by
Borrower to Lender (the “Pledge Agreement”), and further evidenced,
secured or governed by other instruments and documents executed in connection with the
Loan (together with the Note and Pledge Agreement, the “Loan Documents”); 



        WHEREAS,
Lender was not willing to extend the maturity of the Original Promissory Note unless
Guarantor unconditionally guaranteed payment and performance to Lender of the Guaranteed
Obligations (as herein defined); and 



        WHEREAS,
Guarantor is the direct or indirect owner of the Borrower and directly benefits from the
extension of the Original Promissory Note. 



        NOW,
THEREFORE, as an inducement to Lender to extend the maturity of the Original Promissory
Note, and for other good and valuable consideration, the receipt and legal sufficiency of
which are hereby acknowledged, the parties do hereby agree as follows: 



ARTICLE I 



NATURE AND SCOPE OF
GUARANTY 



    1.1       Guaranty
of Obligation. Guarantor hereby irrevocably and unconditionally guarantees to
Lender and its successors and assigns the payment and performance of the Guaranteed
Obligations as and when the same shall be due and payable, whether by lapse of time, by
acceleration of maturity or otherwise. Guarantor hereby irrevocably and unconditionally
covenants and agrees that it is liable for the Guaranteed Obligations as a primary
obligor.  
















    1.2       Definition
of Guaranteed Obligations. As used herein, the term “Guaranteed
Obligations” means all sums which may now or hereafter become due and payable by
Borrower pursuant to the Note, the Pledge Agreement or the other Loan Documents.  



    1.3       Nature
of Guaranty. This Guaranty is an irrevocable, absolute, continuing guaranty of
payment and performance and not a guaranty of collection. This Guaranty may not be
revoked by Guarantor and shall continue to be effective with respect to any Guaranteed
Obligations arising or created after any attempted revocation by Guarantor and after (if
Guarantor is a natural person) Guarantor’s death (in which event this Guaranty shall
be binding upon Guarantor’s estate and Guarantor’s legal representatives and
heirs). The fact that at any time or from time to time the Guaranteed Obligations may be
increased or reduced shall not release or discharge the obligation of Guarantor to Lender
with respect to the Guaranteed Obligations. This Guaranty may be enforced by Lender and
any subsequent holder of the Note and shall not be discharged by the assignment or
negotiation of all or part of the Note.  



    1.4       Payment
By Guarantor. If all or any part of the Guaranteed Obligations shall not be
punctually paid when due (subject to any applicable notice and cure periods set forth in
the Loan Documents), whether at demand, maturity, acceleration or otherwise, Guarantor
shall, immediately upon demand by Lender, and without presentment, protest, notice of
protest, notice of non-payment, notice of intention to accelerate the maturity, notice of
acceleration of the maturity, or any other notice whatsoever, pay in lawful money of the
United States of America, the amount due on the Guaranteed Obligations to Lender at Lender’s
address as set forth herein. Such demand(s) may be made at any time coincident with or
after the time for payment of all or part of the Guaranteed Obligations, and may be made
from time to time with respect to the same or different items of Guaranteed Obligations.
Such demand shall be deemed made, given and received in accordance with the notice
provisions hereof.  



    1.5       No
Duty To Pursue Others. It shall not be necessary for Lender (and Guarantor hereby
waives any rights which Guarantor may have to require Lender), in order to enforce the
obligations of Guarantor hereunder, first to (i) institute suit or exhaust its remedies
against Borrower or others liable on the Loan or the Guaranteed Obligations or any other
person, (ii) enforce Lender’s rights against any collateral which shall ever have
been given to secure the Loan, (iii) enforce Lender’s rights against any other
guarantors of the Guaranteed Obligations, (iv) join Borrower or any others liable on the
Guaranteed Obligations in any action seeking to enforce this Guaranty, (v) exhaust any
remedies available to Lender against any collateral which shall ever have been given to
secure the Loan, or (vi) resort to any other means of obtaining payment of the Guaranteed
Obligations. Lender shall not be required to mitigate damages or take any other action to
reduce, collect or enforce the Guaranteed Obligations.  



    1.6       Waivers. Guarantor
agrees to the provisions of the Loan Documents, and hereby waives notice of (i) any loans
or advances made by Lender to Borrower, (ii) acceptance of this Guaranty, (iii) any
amendment or extension of the Note, the Pledge Agreement or of any other Loan Documents,
(iv) the execution and delivery by Borrower and Lender of any other loan or credit
agreement or of Borrower’s execution and delivery of any promissory notes or other
documents arising under the Loan Documents, (v) the occurrence of any breach by Borrower
or an Event of Default, (vi) Lender’s transfer or disposition of the Guaranteed
Obligations, or any part thereof, (vii) sale or foreclosure (or posting or advertising
for sale or foreclosure) of any collateral for the Guaranteed Obligations, (viii)
protest, proof of non-payment or default by Borrower, or (ix) any other action at any
time taken or omitted by Lender, and, generally, all demands and notices of every kind in
connection with this Guaranty, the Loan Documents, any documents or agreements
evidencing, securing or relating to any of the Guaranteed Obligations and the obligations
hereby guaranteed.  



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    1.7       Payment
of Expenses. In the event that Guarantor should breach or fail to timely perform
any provisions of this Guaranty, Guarantor shall, immediately upon demand by Lender, pay
Lender all costs and expenses (including court costs and reasonable attorneys’ fees)
incurred by Lender in the enforcement hereof or the preservation of Lender’s rights
hereunder. The covenant contained in this Section shall survive the payment and
performance of the Guaranteed Obligations.  



    1.8       Effect
of Bankruptcy. In the event that, pursuant to any insolvency, bankruptcy,
reorganization, receivership or other debtor relief law, or any judgment, order or
decision thereunder, Lender must rescind or restore any payment, or any part thereof,
received by Lender in satisfaction of the Guaranteed Obligations, as set forth herein,
any prior release or discharge from the terms of this Guaranty given to Guarantor by
Lender shall be without effect, and this Guaranty shall remain in full force and effect.
It is the intention of Borrower and Guarantor that Guarantor’s obligations hereunder
shall not be discharged except by Guarantor’s performance of such obligations and
then only to the extent of such performance.  



    1.9       Waiver
of Subrogation, Reimbursement and Contribution. Notwithstanding anything to the
contrary contained in this Guaranty, Guarantor hereby unconditionally and irrevocably
waives, releases and abrogates any and all rights it may now or hereafter have under any
agreement, at law or in equity (including, without limitation, any law subrogating the
Guarantor to the rights of Lender), to assert any claim against or seek contribution,
indemnification or any other form of reimbursement from Borrower or any other party
liable for payment of any or all of the Guaranteed Obligations for any payment made by
Guarantor under or in connection with this Guaranty or otherwise.  



    1.10       Borrower. The
term “Borrower” as used herein shall include any new or successor
corporation, association, partnership (general or limited), joint venture, trust or other
individual or organization formed as a result of any merger, reorganization, sale,
transfer, devise, gift or bequest of Borrower or any interest in Borrower.  



ARTICLE II 



EVENTS AND
CIRCUMSTANCES NOT REDUCING

OR DISCHARGING
GUARANTOR’S OBLIGATIONS  



        Guarantor
hereby consents and agrees to each of the following, and agrees that Guarantor’s
obligations under this Guaranty shall not be released, diminished, impaired, reduced or
adversely affected by any of the following, and waives any common law, equitable,
statutory or other rights (including without limitation rights to notice) which Guarantor
might otherwise have as a result of or in connection with any of the following: 



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    2.1       Modifications. Any
renewal, extension, increase, modification, alteration or rearrangement of all or any
part of the Guaranteed Obligations, the Note, the Pledge Agreement, the other Loan
Documents, or any other document, instrument, contract or understanding between Borrower
and Lender, or any other parties, pertaining to the Guaranteed Obligations or any failure
of Lender to notify Guarantor of any such action.  



    2.2       Condition
of Borrower or Guarantor. The insolvency, bankruptcy, arrangement, adjustment,
composition, liquidation, disability, dissolution or lack of power of Borrower, Guarantor
or any other party at any time liable for the payment of all or part of the Guaranteed
Obligations; or any dissolution of Borrower, or any sale, lease or transfer of any or all
of the assets of Borrower or Guarantor, or any changes in the shareholders, partners or
members of Borrower or any reorganization of Borrower.  



    2.3       Release
of Obligors. Any full or partial release of the liability of Borrower on the
Guaranteed Obligations, or any part thereof, or of any co-guarantors, or any other person
or entity now or hereafter liable, whether directly or indirectly, jointly, severally, or
jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed
Obligations, or any part thereof, it being recognized, acknowledged and agreed by
Guarantor that Guarantor may be required to pay the Guaranteed Obligations in full
without assistance or support of any other party, and Guarantor has not been induced to
enter into this Guaranty on the basis of a contemplation, belief, understanding or
agreement that other parties will be liable to pay or perform the Guaranteed Obligations,
or that Lender will look to other parties to pay or perform the Guaranteed Obligations.  



    2.4       Other
Collateral. The taking or accepting of any other security, collateral or
guaranty, or other assurance of payment, for all or any part of the Guaranteed
Obligations.  



    2.5       Release
of Collateral. Any release, surrender, exchange, subordination, deterioration,
waste, loss or impairment (including without limitation negligent, willful, unreasonable
or unjustifiable impairment) of any collateral, property or security at any time existing
in connection with, or assuring or securing payment of, all or any part of the Guaranteed
Obligations.  



    2.6       Care
and Diligence. The failure of Lender or any other party to exercise diligence or
reasonable care in the preservation, protection, enforcement, sale or other handling or
treatment of all or any part of such collateral, property or security, including but not
limited to any neglect, delay, omission, failure or refusal of Lender (i) to take or
prosecute any action for the collection of any of the Guaranteed Obligations or (ii) to
foreclose, or initiate any action to foreclose, or, once commenced, prosecute to
completion any action to foreclose upon any security therefor, or (iii) to take or
prosecute any action in connection with any instrument or agreement evidencing or
securing all or any part of the Guaranteed Obligations.  



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    2.7       Unenforceability. The
fact that any collateral, security, security interest or lien contemplated or intended to
be given, created or granted as security for the repayment of the Guaranteed Obligations,
or any part thereof, shall not be properly perfected or created, or shall prove to be
unenforceable or subordinate to any other security interest or lien, it being recognized
and agreed by Guarantor that Guarantor is not entering into this Guaranty in reliance on,
or in contemplation of the benefits of, the validity, enforceability, collectibility or
value of any of the collateral for the Guaranteed Obligations.  



    2.8       Merger. The
reorganization, merger or consolidation of Borrower into or with any other corporation or
entity.  



    2.9       Preference. Any
payment by Borrower to Lender is held to constitute a preference under bankruptcy laws,
or for any reason Lender is required to refund such payment or pay such amount to
Borrower or someone else.  



    2.10       Other
Actions Taken or Omitted. Any other action taken or omitted to be taken with
respect to the Loan Documents, the Guaranteed Obligations, or the security and collateral
therefor, whether or not such action or omission prejudices Guarantor or increases the
likelihood that Guarantor will be required to pay the Guaranteed Obligations pursuant to
the terms hereof, it is the unambiguous and unequivocal intention of Guarantor that
Guarantor shall be obligated to pay the Guaranteed Obligations when due, notwithstanding
any occurrence, circumstance, event, action, or omission whatsoever, whether contemplated
or uncontemplated, and whether or not otherwise or particularly described herein, which
obligation shall be deemed satisfied only upon the full and final payment and
satisfaction of the Guaranteed Obligations.  



ARTICLE III 



REPRESENTATIONS AND
WARRANTIES  



        To
induce Lender to enter into the Loan Documents and extend credit to Borrower, Guarantor
represents and warrants to Lender as follows: 



    3.1       Benefit. Guarantor
is the direct or indirect 100% owner of the the Borrower, and has received, or will
receive, direct or indirect benefit from the making of this Guaranty with respect to the
Guaranteed Obligations.  



    3.2       Familiarity
and Reliance. Guarantor is familiar with, and has independently reviewed books
and records regarding, the financial condition of the Borrower and the Owner and is
familiar with the value of any and all collateral intended to be created as security for
the payment of the Note or Guaranteed Obligations; however, Guarantor is not relying on
such financial condition or the collateral as an inducement to enter into this Guaranty.  



    3.3       No
Representation By Lender. Neither Lender nor any other party has made any
representation, warranty or statement to Guarantor in order to induce the Guarantor to
execute this Guaranty.  



    3.4       Guarantor’s
Financial Condition. As of the date hereof, and after giving effect to this
Guaranty and the contingent obligation evidenced hereby, Guarantor is, and will be,
solvent, and has and will have assets which, fairly valued, exceed its obligations,
liabilities (including contingent liabilities) and debts, and has and will have property
and assets sufficient to satisfy and repay its obligations and liabilities.  




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    3.5       Legality. The
execution, delivery and performance by Guarantor of this Guaranty and the consummation of
the transactions contemplated hereunder do not, and will not, contravene or conflict with
any law, statute or regulation whatsoever to which Guarantor is subject or constitute a
default (or an event which with notice or lapse of time or both would constitute a
default) under, or result in the breach of, any indenture, mortgage, charge, lien, or any
contract, agreement or other instrument to which Guarantor is a party or which may be
applicable to Guarantor. This Guaranty is a legal and binding obligation of Guarantor and
is enforceable in accordance with its terms, except as limited by bankruptcy, insolvency
or other laws of general application relating to the enforcement of creditors’rights.  



    3.6       Survival. All
representations and warranties made by Guarantor herein shall survive the execution
hereof.  



ARTICLE IV 



SUBORDINATION OF
CERTAIN INDEBTEDNESS  



    4.1       Subordination
of All Guarantor Claims. As used herein, the term “Guarantor Claims” shall
mean all debts and liabilities of Borrower to Guarantor, whether such debts and
liabilities now exist or are hereafter incurred or arise, or whether the obligations of
Borrower thereon be direct, contingent, primary, secondary, several, joint and several,
or otherwise, and irrespective of whether such debts or liabilities be evidenced by note,
contract, open account, or otherwise, and irrespective of the person or persons in whose
favor such debts or liabilities may, at their inception, have been, or may hereafter be
created, or the manner in which they have been or may hereafter be acquired by Guarantor.
The Guarantor Claims shall include without limitation all rights and claims of Guarantor
against Borrower (arising as a result of subrogation or otherwise) as a result of
Guarantor’s payment of all or a portion of the Guaranteed Obligations. Upon the
occurrence of an Event of Default or the occurrence of an event which would, with the
giving of notice or the passage of time, or both, constitute an Event of Default,
Guarantor shall not receive or collect, directly or indirectly, from Borrower or any
other party any amount upon the Guarantor Claims.  



    4.2       Claims
in Bankruptcy. In the event of receivership, bankruptcy, reorganization,
arrangement, debtor’s relief, or other insolvency proceedings involving Guarantor as
debtor, Lender shall have the right to prove its claim in any such proceeding so as to
establish its rights hereunder and receive directly from the receiver, trustee or other
court custodian dividends and payments which would otherwise be payable upon Guarantor
Claims. Guarantor hereby assigns such dividends and payments to Lender. Should Lender
receive, for application upon the Guaranteed Obligations, any such dividend or payment
which is otherwise payable to Guarantor, and which, as between Borrower and Guarantor,
shall constitute a credit upon the Guarantor Claims, then upon payment to Lender in full
of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender
to the extent that such payments to Lender on the Guarantor Claims have contributed
toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with
respect to that proportion of the Guaranteed Obligations which would have been unpaid if
Lender had not received dividends or payments upon the Guarantor Claims.  




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    4.3       Payments
Held in Trust. In the event that, notwithstanding anything to the contrary in
this Guaranty, Guarantor should receive any funds, payment, claim or distribution which
is prohibited by this Guaranty, Guarantor agrees to hold in trust for Lender an amount
equal to the amount of all funds, payments, claims or distributions so received, and
agrees that it shall have absolutely no dominion over the amount of such funds, payments,
claims or distributions so received except to pay them promptly to Lender, and Guarantor
covenants promptly to pay the same to Lender.  



    4.4       Liens
Subordinate. Guarantor agrees that any liens, security interests, judgment liens,
charges or other encumbrances upon Borrower’s assets securing payment of the
Guarantor Claims shall be and remain inferior and subordinate to any liens, security
interests, judgment liens, charges or other encumbrances upon Borrower’s assets
securing payment of the Guaranteed Obligations, regardless of whether such encumbrances
in favor of Guarantor or Lender presently exist or are hereafter created or attach.
Without the prior written consent of Lender, Guarantor shall not (i) exercise or enforce
any creditor’s right it may have against Borrower, or (ii) foreclose, repossess,
sequester or otherwise take steps or institute any action or proceedings (judicial or
otherwise, including without limitation the commencement of, or joinder in, any
liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to
enforce any liens, mortgage, deeds of trust, security interests, collateral rights,
judgments or other encumbrances on assets of Borrower held by Guarantor.  



ARTICLE V 



MISCELLANEOUS  



    5.1       Waiver. No
failure to exercise, and no delay in exercising, on the part of Lender, any right
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any other
right. The rights of Lender hereunder shall be in addition to all other rights provided
by law. No modification or waiver of any provision of this Guaranty, nor consent to
departure therefrom, shall be effective unless in writing and no such consent or waiver
shall extend beyond the particular case and purpose involved. No notice or demand given
in any case shall constitute a waiver of the right to take other action in the same,
similar or other instances without such notice or demand.  



    5.2       Notices. All
notices given hereunder shall be in writing and shall be either hand delivered or mailed,
by registered U.S. mail, Return Receipt Requested, first class postage prepaid, to the
parties at their respective addresses below or at such other address for any party as
such party may designate by notice to the other parties hereto:  





	 		
	 		
	 		
	 		
	 		
	 	To Borrower:	MERHAV (M.N.F) LTD
	 	 	33 Havatzelet Hasharon Street
	 	 	Herzlia, Israel
	 	 	Att: Yosef A. Maiman






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	 	To Lender:	Ampal-American Israel Corporation
	 	 	10 Abba Even St.,
	 	 	Ackersten Tower C
	 	 	9th Floor
	 	 	Herzliya, Israel
	 	 	Att: Yoram Firon






	 		
	 		
	 		
	 		
	 		
	  	To Guarantor, addressed to Guarantor at:
	 	 	33 Havatzelet Hasharon Street
	 	 	Herzlia, Israel






	 	
Notices
shall be deemed to have been given on the date they are actually received; provided, that
the inability to deliver notices because of a changed address of which no notice was
given, or rejection or refusal to accept any notice offered for delivery shall be deemed
to be receipt of the notice as of the date of such inability to deliver or rejection or
refusal to accept delivery. Notice for either party may be given by its respective
counsel. 






    5.3       Governing
Law. This Guaranty shall be governed by and construed in accordance with the laws
of the State of New York and the applicable laws of the United States of America.  



    5.4       Consent
to Jurisdiction. Guarantor hereby irrevocably submits to the non-exclusive
jurisdiction of the United States District Court for the Southern District of New York
located in the borough of Manhattan in the City of New York, or if such court does not
have jurisdiction, the Supreme Court of the State of New York, New York County, for the
purposes of any suit, action or other proceeding arising out of this Agreement or any
transaction contemplated hereby. Guarantor further agrees that service of any process,
summons, notice or document by U.S. registered mail to the address set forth in Section
5.2 for the Guarantor shall be effective service of process for any action, suit or
proceeding with respect to any matters to which it has submitted to jurisdiction as set
forth above in the immediately preceding sentence. Guarantor irrevocably and
unconditionally waives any objection to the laying of venue of any action, suit or
proceeding arising out of this Agreement or the transactions contemplated hereby in (i)
the United States District Court for the Southern District of New York or (ii) the
Supreme Court of the State of New York, New York County, and hereby further irrevocably
and unconditionally waives and agrees not to plead or claim in any such court that any
such action, suit or proceeding brought in any such court has been brought in an
inconvenient forum.  



    5.5       Invalid
Provisions. If any provision of this Guaranty is held to be illegal, invalid, or
unenforceable under present or future laws effective during the term of this Guaranty,
such provision shall be fully severable and this Guaranty shall be construed and enforced
as if such illegal, invalid or unenforceable provision had never comprised a part of this
Guaranty, and the remaining provisions of this Guaranty shall remain in full force and
effect and shall not be affected by the illegal, invalid or unenforceable provision or by
its severance from this Guaranty, unless such continued effectiveness of this Guaranty,
as modified, would be contrary to the basic understandings and intentions of the parties
as expressed herein.  



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    5.6       Amendments. This
Guaranty may be amended only by an instrument in writing executed by the party or an
authorized representative of the party against whom such amendment is sought to be
enforced.  



    5.7       Parties
Bound; Assignment; Joint and Several. This Guaranty shall be binding upon and
inure to the benefit of the parties hereto and their respective successors, assigns and
legal representatives; provided, however, that Guarantor may not, without the prior
written consent of Lender, assign any of its rights, powers, duties or obligations
hereunder. If Guarantor consists of more than one person or party, the obligations and
liabilities of each such person or party shall be joint and several.  



    5.8       Headings. Section
headings are for convenience of reference only and shall in no way affect the
interpretation of this Guaranty.  



    5.9       Recitals. The
recital and introductory paragraphs hereof are a part hereof, form a basis for this
Guaranty and shall be considered primafacie evidence of the facts and
documents referred to therein.  



    5.10       Counterparts. To
facilitate execution, this Guaranty may be executed in as many counterparts as may be
convenient or required. It shall not be necessary that the signature of, or on behalf of,
each party, or that the signature of all persons required to bind any party, appear on
each counterpart. All counterparts shall collectively constitute a single instrument. It
shall not be necessary in making proof of this Guaranty to produce or account for more
than a single counterpart containing the respective signatures of, or on behalf of, each
of the parties hereto. Any signature page to any counterpart may be detached from such
counterpart without impairing the legal effect of the signatures thereon and thereafter
attached to another counterpart identical thereto except having attached to it additional
signature pages.  



    5.11       Rights
and Remedies. If Guarantor becomes liable for any indebtedness owing by Borrower
to Lender, by endorsement or otherwise, other than under this Guaranty, such liability
shall not be in any manner impaired or affected hereby and the rights of Lender hereunder
shall be cumulative of any and all other rights that Lender may ever have against
Guarantor. The exercise by Lender of any right or remedy hereunder or under any other
instrument, or at law or in equity, shall not preclude the concurrent or subsequent
exercise of any other right or remedy.  



    5.12       Other
Defined Terms. Any capitalized term utilized herein shall have the meaning as
specified in the Note, unless such term is otherwise specifically defined herein.  



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    5.13       Entirety.
THIS GUARANTY EMBODIES THE FINAL, ENTIRE AGREEMENT OF GUARANTOR AND LENDER WITH RESPECT
TO GUARANTOR’S GUARANTY OF THE GUARANTEED OBLIGATIONS AND SUPERSEDES ANY AND ALL
PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR
ORAL, RELATING TO THE SUBJECT MATTER HEREOF. THIS GUARANTY IS INTENDED BY GUARANTOR AND
LENDER AS A FINAL AND COMPLETE EXPRESSION OF THE TERMS OF THE GUARANTY, AND NO COURSE OF
DEALING BETWEEN GUARANTOR AND LENDER, NO COURSE OF PERFORMANCE, NO TRADE PRACTICES, AND
NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OR
OTHER EXTRINSIC EVIDENCE OF ANY NATURE SHALL BE USED TO CONTRADICT, VARY, SUPPLEMENT OR
MODIFY ANY TERM OF THIS GUARANTY AGREEMENT. THERE ARE NO ORAL AGREEMENTS BETWEEN
GUARANTOR AND LENDER. 



    5.14       Waiver
of Right To Trial By Jury. GUARANTOR HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF
ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE
EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS GUARANTY, THE
NOTE, THE PLEDGE AGREEMENT, OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR
OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS
GIVEN KNOWINGLY AND VOLUNTARILY BY GUARANTOR, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY
EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE
ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS
CONCLUSIVE EVIDENCE OF THIS WAIVER BY GUARANTOR. 



    5.15       Reinstatement
in Certain Circumstances. If at any time any payment of the principal of
or interest under the Note or any other amount payable by the Borrower under the Loan
Documents is rescinded or must be otherwise restored or returned upon the insolvency,
bankruptcy or reorganization of the Borrower or otherwise, the Guarantor’s
obligations hereunder with respect to such payment shall be reinstated as though such
payment has been due but not made at such time.  



        EXECUTED
as of the day and year first above written. 




	
GUARANTOR: 		

 
——————————————

/s/ Yosef A. Maiman







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