Exhibit 10.4 Limited Guaranty


    
      

    


                                        EXHIBIT
      10.4

    


     

    LIMITED
      GUARANTY

    


    THIS
      LIMITED GUARANTY
      (this
“Guaranty”)
      is made
      as of March 30, 2007 by M.
      DAVID KAMRAT,
      individually, having his residence at 5194 Solar Heights, Eugene, OR 97405
      (“Guarantor”),
      to
      and for the benefit of P&S
      SPIRIT, LLC,
      a
      Nevada limited liability company, having an address at 2700 Lighthouse Point
      East, Suite 626, Baltimore, MD 21224 (“Lender”).

    


    WHEREAS,
      NEW
      WORLD BRANDS, INC.,
      a
      Delaware corporation, (“Borrower”)
      and
      Lender have entered into that certain Term Loan and Security Agreement, dated
      as
      of the date hereof (as amended, supplemented or modified from time to time,
      the
“Loan
      Agreement”),
      pursuant to which Borrower has agreed to borrow from Lender, and Lender has
      agreed to lend to Borrower, certain amounts pursuant to a term loan in the
      principal amount of $1,000,000.00 (the “Loan”),
      all
      in accordance with and subject to the terms and conditions set forth in the
      Loan
      Agreement, that certain Term Note in the amount of the Loan having a Maturity
      Date of January 2, 2009 (the “Note”)
      and
      all of the other agreements, documents, instruments, certificates, reports
      and
      financing statements heretofore or hereafter executed or delivered in connection
      therewith or with the Loan to be made under the Loan Agreement, as the same
      may
      be amended, supplemented or modified from time to time, (collectively referred
      to herein as the “Loan
      Documents”);

     

    WHEREAS,
      Borrower
      has requested that Lender extend the Loan pursuant to the terms of the Loan
      Agreement, and that Borrower and Lender execute, deliver and perform in
      accordance with the terms of the Loan Agreement and the other Loan Documents;
      and

    


    WHEREAS,
      Guarantor has a financial interest in Borrower and, pursuant to Lender’s
      request, as an incident to the obligation of Lender to make the Loan to Borrower
      pursuant to the Loan Agreement, Guarantor is required, and has agreed, to
      execute and deliver Guaranty. 

     

    NOW, THEREFORE,
      in
      consideration of the foregoing and of the covenants and agreements hereinafter
      set forth, the receipt and sufficiency of which are hereby acknowledged, and
      as
      an inducement for Lender to enter into the Loan Agreement and the other Loan
      Documents, the Guarantor, intending to be legally bound hereby, agrees as
      follows:

     

    1. All
      capitalized terms in this Guaranty and not defined herein shall have the defined
      meanings provided in the Loan Agreement. Whenever the context so requires,
      each
      reference to gender includes the masculine and feminine, the singular number
      includes the plural and vice versa. The words “hereof” “herein” and “hereunder”
and words of similar import when used in this Guaranty shall refer to this
      Guaranty as a whole and not to any particular provision of this Guaranty, and
      references to section, article, annex, schedule, exhibit and like references
      are
      references to this Guaranty unless otherwise specified. A Default or Event
      of
      Default shall “continue” or be “continuing” until such Default or Event of
      Default has been cured or waived by Lender. References in this Guaranty to
      any
      Person shall include such Person and its successors and permitted
      assigns.

    


    2. Guarantor
      unconditionally and absolutely guarantees (i) the due and punctual payment
      and
      performance when due of the principal of the Loan, any Note evidencing the
      Loan,
      and the interest thereon and of the Obligations and any and all other monies
      and
      amounts due or which may become due on or with respect to any of the foregoing,
      and the due and punctual performance and observance by Borrower of all of the
      other terms, covenants, agreements and conditions of the Loan Documents, in
      any
      case whether according to the present terms thereof, at any earlier or
      accelerated date


    
      
        
        

      

      
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    or
      dates
      or pursuant to any extension of time or to any change in the terms, covenants,
      agreements and conditions thereof now or at any time hereafter made or granted,
      (ii)  all liabilities and obligations of Guarantor hereunder, and (iii) all
      costs, expenses and liabilities (including, without limitation, reasonable
      attorneys fees and expenses, documentation and diligence fees and legal
      expenses, and search, audit, recording, professional and filing fees and
      expenses) that may be incurred or advanced by Lender in any way in connection
      with the foregoing and/or otherwise required to be paid by Guarantor hereunder
      (collectively, such items in clauses (i) through (iii) being the “Guaranteed
      Obligations”).
      Guarantor acknowledges that this Guaranty shall be deemed a continuing guaranty
      of the Guaranteed Obligations under the Loan Documents.

    


    3. This
      Guaranty is a guaranty of payment and not a guaranty of collection. If any
      Guaranteed Obligation is not satisfied when due, whether by acceleration or
      otherwise, the Guarantor shall forthwith satisfy such Guaranteed Obligation,
      upon demand, and no such satisfaction shall discharge the obligations of the
      Guarantor hereunder until all Guaranteed Obligations have been indefeasibly
      paid
      in cash and performed and satisfied in full and the Loan Agreement terminated.
      The liability of Guarantor under this Guaranty shall be primary and direct
      and
      not conditional or contingent upon the enforceability of any obligation, the
      solvency of Borrower or any other Person, any obligation or circumstance which
      might otherwise constitute a legal or equitable discharge or defense of a surety
      or guaranty or the pursuit by Lender of any remedies it may have against
      Borrower or any other guarantor of the Guaranteed Obligations or any other
      Person. Without limiting the generality of the foregoing, Lender shall not
      be
      required to make any demand on Borrower or any other guarantor of the Guaranteed
      Obligations or any other Person or to sell at foreclosure or otherwise pursue
      or
      exhaust its remedies against any Collateral of Borrower or any other guarantor
      of the Guaranteed Obligations or any other Person before, simultaneously with
      or
      after enforcing its rights and remedies hereunder against Guarantor, and any
      one
      or more successive and/or concurrent actions may be brought against Guarantor
      in
      the same action brought against Borrower or any other guarantor of the
      Guaranteed Obligations or any other Person or in separate actions, as often
      as
      Lender may deem advisable, in its sole discretion. The obligations of Guarantor
      hereunder shall not in any way be affected by any action taken or not taken
      by
      Lender, which action or inaction is hereby consented and agreed to by Guarantor,
      or by the partial or complete unenforceability or invalidity of any other
      guaranty or surety agreement, pledge, assignment, Lien or other security
      interest or security for any of the Guaranteed Obligations or of the value,
      genuineness, validity or enforceability of the Collateral or any of the
      Guaranteed Obligations.

    


    4. Guarantor
      hereby represents and warrants to Lender (which representations and warranties
      shall survive the execution and delivery of this Guaranty and the making of
      the
      Loan under the Loan Agreement) as follows: 

     

    (A) The
      execution, delivery and performance by Guarantor of this Guaranty and the
      consummation of the transactions contemplated hereby and thereby do not and
      will
      not (1) conflict with or violate any provision of any applicable law,
      statute, rule, regulation, ordinance, license or tariff or any judgment, decree
      or order of any court or other Governmental Authority binding on or applicable
      to Guarantor or any of its properties or assets; (2) conflict with, result
      in a
      breach of, constitute a default of or an event of default under, or an event,
      fact, condition or circumstance which, with notice or passage of time, or both,
      would constitute or result in a conflict, breach, default or event of default
      under, require any consent not obtained under, or result in or require the
      acceleration of any indebtedness pursuant to, any indenture, agreement or other
      instrument to which Guarantor is a party or by which it or any of its properties
      or assets are bound or subject; or (3) result in the creation or imposition
      of any Lien or Encumbrance of any nature whatsoever upon any of the properties
      or assets of Guarantor except those contemplated under the Loan Documents;
      

     


    
      
        
        

      

      
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    (B) Guarantor
      is not (1) a party or subject to any judgment, order or decree or any agreement,
      document or instrument or subject to any restriction, any of which do or would
      adversely affect or prevent its ability to execute or deliver, perform under,
      consummate the transactions contemplated by, or observe the covenants and
      agreements contained in, this Guaranty or other Loan Documents to which it
      is a
      party or to pay the Guaranteed Obligations; or (2) in default or breach of
      the
      performance, observance or fulfillment of any obligation, covenant or condition
      contained in any agreement, document or instrument to which it is a party or
      by
      which it or any of its properties or assets is or are bound or subject, which
      default or breach, if not remedied within any applicable grace period or cure
      period, could reasonably be expected to have or result in a Material Adverse
      Effect or Material Adverse Change, nor is there any event, fact, condition
      or
      circumstance which, with notice or passage of time, or both, would constitute
      or
      result in a conflict, breach, default or event of default under, any of the
      foregoing which, if not remedied within any applicable grace or cure period,
      could reasonably be expected to have or result in a Material Adverse Effect
      or
      Material Adverse Change.

    


    (C) Guarantor
      is in compliance with all laws, statutes, rules, regulations, ordinances and
      tariffs of any Governmental Authority with respect or applicable to it and/or
      its assets and properties and is not in violation of any order, judgment or
      decree of any court or other Governmental Authority or arbitration board or
      tribunal, in each case except where noncompliance or violation could not
      reasonably be expected to have or result in a Material Adverse Effect, and
      there
      is no event, fact, condition or circumstance which, with notice or passage
      of
      time, or both, would constitute or result in any noncompliance with, or any
      violation of, any of the foregoing, in each case except where noncompliance
      or
      violation could not reasonably be expected to have or result in a Material
      Adverse Effect; 

    


    (D) There
      is
      no action, suit, proceeding or investigation pending or, to Guarantor’s
      knowledge, threatened before or by any court, arbitrator or Governmental
      Authority against or affecting the Collateral, Guarantor, this Guaranty or
      other
      Loan Documents to which Guarantor is a party or the transactions contemplated
      hereby or thereby, (1) that questions or could prevent the validity of this
      Guaranty or other Loan Documents to which Guarantor is a party or the right
      or
      ability of Guarantor to execute or deliver this Guaranty or such other documents
      or to consummate the transactions contemplated hereby and thereby; or (2) that
      could reasonably be expected to have or result in, either individually or in
      the
      aggregate, any Material Adverse Change or Material Adverse Effect.

    


    (E) None
      of
      the business or properties of Guarantor, any relationship between Guarantor
      and
      any other Person, any circumstance in connection with the execution, delivery
      and performance of this Guaranty, or any of the other Loan Documents to which
      it
      is a party or the consummation of the transactions contemplated hereby or
      thereby, requires a consent, approval or authorization of, or filing,
      registration or qualification which has not been obtained with, any Governmental
      Authority or any other Person;

    


    (F) Guarantor
      is not a party to and has not entered into any agreement, document or instrument
      that conflicts with this Guaranty or that otherwise relates to the Guaranteed
      Obligations (other than the Loan Documents to which it is a party);


    


    (G) The
      obligations of Guarantor under this Guaranty are not subordinated in any way
      to
      any other obligation of Guarantor or to the rights of any other
      Person;


    
      
        
        

      

      
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    (H)
      No
      representation or warranty made by Guarantor in this Guaranty or in any other
      Loan Document contains any untrue statement of material fact or omits to state
      any fact necessary to make the statements herein or therein not materially
      misleading, and there is no fact known to Guarantor which Guarantor has not
      disclosed to Lender in writing which could reasonably be expected to have or
      result in a Material Adverse Effect;


    (I) Guarantor
      hereby confirms, adopts and makes, as to itself, as if set out in full herein,
      all of the other representations and warranties not expressly included in this
      Guaranty that are set forth in the Loan Agreement and that relate or apply
      to
      any Guarantor (as defined in the Loan Agreement), and shall be deemed to have
      made all such representations and warranties as to itself in this Guaranty
      as if
      set out in full herein.

    


    (J) the
      foregoing representations and warranties are made with the knowledge and
      intention that Lender is relying and will rely thereon, and such representations
      and warranties shall survive the execution and delivery of this
      Guaranty.

    


    5. Guarantor
      hereby waives demand, setoff, counterclaim, presentment, protest, notice of
      dishonor or non-payment, as well as all defenses with respect to any and all
      instruments, notice of acceptance hereof, notice of Loan or Advances made,
      credit extended, collateral received or delivered, or any other action taken
      by
      Lender in reliance hereon, and all other demands and notices of any description,
      except such as are expressly provided for herein, it being the intention hereof
      that Guarantor shall remain liable as a principal until the full amount of
      all
      Guaranteed Obligations shall have been indefeasibly paid in full in cash and
      performed and satisfied in full and the Loan Agreement terminated,
      notwithstanding any act, omission, or anything else which might otherwise
      operate as a legal or equitable discharge of Guarantor. The pleading of any
      statute of limitations as a defense to any demand against Guarantor hereunder
      and under the other Loan Documents is expressly waived by
      Guarantor.

     

    6. Guarantor
      acknowledges and agrees that its obligations as Guarantor shall not be impaired,
      modified, changed, released or limited in any manner whatsoever by any
      impairment, modification, change, release or limitation of the liability of
      Borrower or any other guarantor of the Guaranteed Obligations or any other
      Person or its estate in bankruptcy resulting from the operation of any present
      or future provision of the bankruptcy laws or other similar statute, or from
      the
      decision of any court.

    


    7. Guarantor
      acknowledges and agrees that Lender shall have the full right and power, in
      its
      sole discretion and without any notice to or consent from Guarantor and without
      affecting or discharging, in whole or in part, the liability of Guarantor
      hereunder to deal in any manner with the Guaranteed Obligations and any security
      or guaranties therefore, including, without limitation, to (A) release,
      extend, renew, accelerate, compromise or substitute and administer the
      Guaranteed Obligations and other obligations under the Loan Documents in any
      manner it sees fit, (B) release any or all collateral for the Guaranteed
      Obligations, (C) release any guarantor of the Guaranteed Obligations,
      (D) extend the time for payment of the Guaranteed Obligations or any part
      thereof, (E) change the interest rate on the Guaranteed Obligations or any
      Note
      under the Loan Agreement, (F) reduce or increase the outstanding principal
      amount of the Guaranteed Obligations or any Note under the Loan Agreement,
      (G) accelerate the Guaranteed Obligations, (H) make any change, amendment
      or modification whatsoever to the terms or conditions of the Loan Documents,
      (I)
      extend, in whole or in part, on one or any number of occasions, the time for
      the
      payment of any principal or interest or any other amount pursuant to any Note
      or
      for the performance of any term or condition of the Loan Documents,
      (J) settle, compromise, release, substitute, impair, enforce or exercise,
      or fail or refuse to enforce or exercise, any claims, rights, or remedies,
      of
      any kind or nature, which Lender may at any time have against Borrower or any
      other

     

    
 

    
      
        
        

      

      
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    guarantor
      of the Guaranteed Obligations or any other Person, or with respect to any
      security interest of any kind held by Lender at any time, whether under any
      Loan
      Document or otherwise, (K) release or substitute any security interest of any
      kind held by Lender at any time, (L) collect and retain or liquidate any
      collateral subject to such security interest, (M) make advances for the purpose
      of performing any term or covenant contained in the Loan Documents with respect
      to which the Borrower or any other guarantor of the Guaranteed Obligations
      is in
      default, (N) foreclose on any of the Collateral, (O) grant waivers or
      indulgences, (P) take additional collateral, (Q) obtain any additional
      guarantors, (R) take a deed in lieu of foreclosure and/or (S) take or fail
      to
      take any other action whatsoever with respect to the Guaranteed Obligations.
      Guarantor hereby waives and agrees not to assert against Lender any rights
      which
      a guarantor or surety could exercise. Notwithstanding any other provision of
      this Guaranty or any other Loan Document, Guarantor agrees that Lender has
      no
      duties of any nature whatsoever to Guarantor, whether express or implied, by
      virtue of this Guaranty or any other Loan Document, operation of law or
      otherwise.

    


    8. Guarantor
      agrees that its obligations hereunder are irrevocable, joint and several and
      independent of the obligations of Borrower or any other guarantor of the
      Guaranteed Obligations or any other Person. Guarantor shall take all necessary
      and appropriate actions to ensure that this Guaranty is and remains enforceable
      against Guarantor in accordance with their respective terms and that Guarantor
      complies with each of its obligations hereunder and thereunder. Guarantor shall
      not (a) cause or permit to be done, or enter into or make or become a party
      to
      any agreement (oral or written), arrangement or commitment to do or cause to
      be
      done, any of the things prohibited by this Guaranty or the other Loan Documents
      to which it is a party or that would breach this Guaranty any other Loan
      Document to which it is a party or any other instrument, agreement, arrangement,
      commitment or document to which Guarantor is a party or by which it or any
      of
      its properties or assets is or may be bound or subject, or (b) enter into
      or make or become a party to any agreement, document or instrument or
      arrangement that conflicts with this Guaranty or other Loan Documents to which
      it is a party or that would prevent Guarantor from complying with and performing
      under this Guaranty or other Loan Documents to which it is a party. Guarantor
      shall not (i) make or permit to be made any deposits to any Lockbox Account
      except for collections of Accounts and Receivables and proceeds of other
      Collateral, or (ii) take any action whatsoever that would prevent, inhibit,
      interfere with or delay the prompt transfer of funds from any Lockbox Account
      to
      the Concentration Account. If
      applicable, each Guarantor executing this Guaranty or any separate guaranty
      of
      the Guaranteed Obligations shall be jointly and severally liable for all of
      the
      Guaranteed Obligations.

    


    9. Guarantor
      agrees that it shall have no right of subrogation whatever with respect to
      the
      Guaranteed Obligations guaranteed hereby or to any collateral securing such
      Guaranteed Obligations unless and until such Guaranteed Obligations have been
      irrevocably and indefeasibly paid in full in cash and performed in full and
      the
      Loan Agreement and this Guaranty have been terminated. Guarantor waives all
      rights of marshalling of assets or property securing this Guaranty or the
      Guaranteed Obligations. 

    


    10. Guarantor
      acknowledges and agrees that (a) it will benefit from the execution, delivery
      and performance by Lender of the Loan Agreement and the other Loan Documents
      and
      the advancement of the Loan to Borrower and that the Loan by Lender constitute
      valuable consideration to Guarantor, (b) this Guaranty is intended to be an
      inducement to Lender to execute, deliver and perform the Loan Agreement and
      the
      other Loan Documents and to extend credit and the Loan to Borrower, whether
      the
      Guaranteed Obligations were created or acquired before or after the date of
      this
      Guaranty, and (c) Lender is relying upon this Guaranty in making and
      advancing the Loan to Borrower.

    


    11. Guarantor
      agrees that this Guaranty shall inure to the benefit of, and may be enforced
      by,
      Lender, all future holders of any Note or any of the Guaranteed Obligations
      or
      any of the

     

    
 

    
      
        
        

      

      
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    Collateral
      and all Transferees (as defined below), and each of their respective successors
      and permitted assigns, and shall be binding upon and enforceable against
      Guarantor and Guarantor’s heirs, personal representatives, successors and
      assigns. Guarantor agrees that it may not assign, delegate or transfer this
      Guaranty or any of its rights or obligations under this Guaranty without the
      prior written consent of Lender. Nothing contained in this Guaranty, or any
      other Loan Document shall be construed as a delegation to Lender of Guarantor’s
      duty of performance, including, without limitation, any duties under any account
      or contract in which Lender has a security interest or Lien. GUARANTOR
      ACKNOWLEDGES THAT LENDER
      AT
      ANY TIME AND FROM TIME TO TIME MAY SELL, ASSIGN OR GRANT PARTICIPATING INTERESTS
      IN OR TRANSFER ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER, THIS
      GUARANTY, ANY NOTE, THE GUARANTEED OBLIGATIONS, THE COLLATERAL AND/OR THE LOAN
      DOCUMENTS TO ONE OR MORE OTHER PERSONS, INCLUDING, WITHOUT LIMITATION, FINANCIAL
      INSTITUTIONS (EACH SUCH TRANSFEREE, ASSIGNEE OR PURCHASER, A “TRANSFEREE”).
      In
      such
      case, the Transferee shall have all of the rights and benefits with respect
      to
      the portion of such Guaranteed Obligations, any Note, this Guaranty, the
      Collateral and the Loan Documents held by it as fully as if such Transferee
      were
      the original holder thereof (including without limitation rights of set-off
      and
      recoupment), and shall become vested with all of the powers and rights given
      to
      Lender hereunder with respect thereto, and shall be deemed to be a “Lender” for
      all purposes hereunder, the predecessor Lender shall thereafter be forever
      released and fully discharged from any liability or responsibility hereunder
      with respect to the rights and interests so assigned, and either Lender or
      any
      Transferee may be designated as the sole agent to manage the transactions and
      obligations contemplated herein. Notwithstanding any other provision of this
      Guaranty, or any other Loan Document, Lender may disclose to any Transferee
      all
      information, and may furnish to such Transferee copies of reports, financial
      statements, certificates, and documents obtained under any provision of this
      Guaranty or any Loan Document.

    


    12.  Guarantor
      hereby agrees to take or cause to be taken such further actions, to obtain
      such
      consents and approvals and to duly execute, deliver and file or cause to be
      executed, delivered and filed such further agreements, assignments,
      instructions, documents and instruments as may be necessary or as may be
      reasonably requested by Lender in order to fully effectuate the purposes, terms
      and conditions of this Guaranty and the consummation of the transactions
      contemplated hereby and performance and payment of the Guaranteed Obligations
      hereunder, whether before, at or after the performance and/or consummation
      of
      the transactions contemplated hereby or the occurrence of a Default or Event
      of
      Default under any Loan Document.

    


    13. Notwithstanding
      and without limiting or being limited by any other provision of this Guaranty
      or
      the Loan Documents, Guarantor shall pay all costs and expenses incurred by
      Lender or any of its Affiliates, including, without limitation, documentation
      and diligence fees and expenses, all search, audit, appraisal, recording,
      professional and filing fees and expenses and all other out-of-pocket charges
      and expenses (including, without limitation, UCC and judgment and tax lien
      searches and UCC filings and fees for post-Closing UCC and judgment and tax
      lien
      searches), and reasonable attorneys’ fees and expenses (a) in any effort to
      enforce this Guaranty any other Loan Document and/or any related agreement,
      document or instrument, or to effect collection hereunder or thereunder, (b)
      in
      connection with entering into, negotiating, preparing, reviewing and executing
      this Guaranty and the other Loan Documents and all related agreements, documents
      and instruments, (c) arising in any way out of administration of the Guaranteed
      Obligations or the security interests or Liens created with respect thereto,
      including without limitation, any wire transfer fees or audit expenses or filing
      or recordation fees, (d) in connection with instituting, maintaining, preserving
      and enforcing Lender’s rights hereunder or under all related agreements,
      documents and instruments, (e) in defending or prosecuting any actions, claims
      or proceedings arising out of or relating to this Guaranty and/or any related
      agreement, document or instrument, (f) in seeking or receiving any advice with
      respect to its rights and obligations under this


    
      
        
        

      

      
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    Guaranty,
      any of the other Loan Documents and/or all related agreements, documents and
      instruments, and/or (g) in connection with any modification, amendment,
      supplement, waiver or extension of this Guaranty any other Loan Document and/or
      any related agreement, document or instrument, and all of the same shall be
      part
      of the Guaranteed Obligations. If Lender or any of its Affiliates uses in-house
      counsel for any of the purposes set forth above or any other purposes under
      this
      Guaranty for which Guarantor is responsible to pay or indemnify, Guarantor
      expressly agrees that its Obligations include reasonable charges for such work
      commensurate with the fees that would otherwise be charged by outside legal
      counsel selected by Lender or such Affiliate in its sole discretion for the
      work
      performed. 

    


    14. Any
      notice or request under this Agreement shall be given to any Guarantor or to
      Lender at their respective addresses set forth below or beneath it’s signature
      on the signature page to this Agreement below or at such other address as such
      Person may hereafter specify in a notice given in the manner required under
      this
Section
      14.
      Any
      notice or request hereunder shall be given only by, and shall be deemed to
      have
      been received upon (each a “Receipt”):
      (i) registered or certified mail, return receipt requested, on the date on
      which such is received as indicated in such return receipt, (ii) receipt of
      delivery by a nationally recognized overnight courier, or (iii) facsimile (or
      upon telephone or further electronic communication from the recipient
      acknowledging receipt (whether automatic or manual from recipient), as
      applicable.

     

    (i)    If
      to
      Lender:

    


    P&S
      Spirit, LLC

    2700
      Lighthouse Point East, Suite 626

    Baltimore,
      Maryland 21224

    Attention:
      Selvin Passen, M.D.

    Telephone:
      (410) 327-9650

    FAX:
      (410)
      327-9656

    


    15. No
      course
      of action or delay, renewal or extension of this Guaranty or any rights or
      obligations hereunder, release of Guarantor or any of the foregoing, or delay,
      failure or omission on Lender’s part in enforcing this Guaranty, or any other
      Loan Document or in exercising any right, remedy, option or power hereunder
      or
      thereunder shall affect the liability of Guarantor or operate as a waiver of
      such or of any other right, remedy, power or option or of any default, nor
      shall
      any single or partial exercise of any right, remedy, option or power hereunder
      or thereunder affect the liability of Guarantor or preclude any other or further
      exercise of such or any other right, remedy, power or option. No waiver by
      Lender of any one or more defaults by Guarantor party in the performance of
      any
      of the provisions of this Guaranty shall operate or be construed as a waiver
      of
      any future default or defaults, whether of a like or different nature.
      Notwithstanding any other provision of this Guaranty or any other Loan Document,
      by completing the Closing or by making Advances, Lender does not waive a breach
      of any representation or warranty of Guarantor under this Guaranty or under
      any
      other Loan Document, and all of Lender’s claims and rights resulting from any
      breach or misrepresentation by Guarantor are specifically reserved by
      Lender.

     

    16. If
      any
      term or provision of this Guaranty is adjudicated to be invalid under applicable
      laws or regulations, such provision shall be inapplicable to the extent of
      such
      invalidity or unenforceability without affecting the validity or enforceability
      of, the remainder of this Guaranty which shall be given effect so far as
      possible.

     

    17. It
      is the
      express intention and agreement of the Guarantor that all obligations,
      covenants, agreements, representations, warranties, waivers and indemnities
      made
      by Guarantor herein

     


    
      
        
        

      

      
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    shall
      survive the execution, delivery and termination of this Guaranty until all
      Guaranteed Obligations are performed in full and indefeasibly paid in full
      in
      cash and the Loan Agreement is terminated.

     

    18. Lender
      shall have the right in its sole discretion to determine which rights, powers,
      Liens, security interests or remedies Lender may at any time pursue, relinquish,
      subordinate or modify or to take any other action with respect thereto and
      such
      determination will not in any way modify or affect any of Lender’s rights,
      powers, Liens, security interests or remedies hereunder or under any of the
      Loan
      Documents or under applicable law or at equity. The enumeration of the rights
      and remedies herein is not intended to be exhaustive. The rights and remedies
      of
      Lender described herein are cumulative and are not alternative to or exclusive
      of any other rights or remedies which Lender otherwise may have by contract
      or
      at law or in equity, and the partial or complete exercise of any right or remedy
      shall not preclude any other further exercise of such or any other right or
      remedy.

     

    19. This
      Guaranty shall be effective on the date hereof and shall continue in full force
      and effect until full performance and indefeasible payment in full in cash
      of
      all Guaranteed Obligations and termination of this Guaranty and the Loan
      Agreement, all in accordance with the Loan Agreement, and the rights and powers
      granted to Lender hereunder shall continue in full force and effect
      notwithstanding the termination of this Guaranty or the fact that Borrower’s
      borrowings under the Loan Agreement may from time to time be temporarily in
      a
      zero or credit position until all of the Guaranteed Obligations have been
      indefeasibly paid in full in cash and performed and satisfied in full. Guarantor
      waives any rights which it may have under the UCC or otherwise to demand the
      filing of termination statements with respect to the Collateral, and Lender
      shall not be required to send such termination statements to Guarantor, or
      to
      file them with any filing office, unless and until this Guaranty and the Loan
      Agreement shall have been terminated in accordance with their respective terms
      and all Guaranteed Obligations shall have been performed in full and
      indefeasibly paid in full in cash.

     

    20. This
      Guaranty shall be governed by and construed in accordance with the internal
      laws
      of the State of Maryland without giving effect to its choice of law provisions.
      Any judicial proceeding brought by or against Guarantor with respect to any
      of
      the Guaranteed Obligations or any of the rights or obligations hereunder, this
      Guaranty or any related agreement may be brought in any federal or state court
      of competent jurisdiction located in the State of Maryland, and, by execution
      and delivery of this Guaranty, Guarantor accepts for itself and in connection
      with its properties generally and unconditionally the non-exclusive jurisdiction
      of the aforesaid courts and irrevocably agrees to be bound by any judgment
      rendered thereby in connection with this Guaranty and/or any of the other Loan
      Documents or any such other agreement. Guarantor hereby waives personal service
      of process and agrees that service of process upon Guarantor may be made by
      certified or registered mail, return receipt requested, at Guarantor’s address
      specified or determined in accordance with Section 14,
      and
      service so made shall be deemed completed on the third (3rd) Business Day after
      mailing. Nothing herein shall affect the right to serve process in any manner
      permitted by law or shall limit the right of Lender to bring proceedings against
      Guarantor in the courts of any other jurisdiction having jurisdiction over
      Guarantor. Guarantor waives any objection to jurisdiction and venue of any
      action instituted hereunder and shall not assert any defense based on lack
      of
      jurisdiction or venue or based upon forum
      non conveniens.
      Any
      judicial proceeding by Guarantor against Lender involving, directly or
      indirectly, any matter or claim in any way arising out of, related to or
      connected with the Guaranteed Obligations, this Guaranty, any related agreement
      or any of the other Loan Documents, shall be brought only in a federal or state
      court located in the State of Maryland. Guarantor acknowledges that Guarantor
      participated in the negotiation and drafting of this Guaranty and that,
      accordingly, Guarantor shall not move or petition a court construing this
      Guaranty to construe it more stringently against Lender than against
      Guarantor.

     


    
      
        
        

      

      
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    21. This
      Guaranty may be executed in one or more counterparts, all of which taken
      together shall constitute one and the same instrument. This
      Guaranty may be executed by facsimile transmission, which facsimile signatures
      shall be considered original executed
      counterparts for purposes of this Section
      21,
      and
      Guarantor agrees that it will be bound by its own facsimile signature and that
      it accepts the facsimile signature of each other party to this Guaranty.


     

    22. Notwithstanding
      and without limiting any other provision of this Guaranty or any Loan Document,
      Guarantor shall indemnify Lender and its Affiliates and its and their respective
      managers, members, officers, employees, Affiliates, agents, representatives,
      accountants, successors, assigns and attorneys and their respective Affiliates
      (collectively, the “Indemnified
      Persons”)
      from
      and against any and all liabilities, obligations, losses, damages, penalties,
      actions, judgments, suits, costs, expenses and disbursements of any kind or
      nature whatsoever (including, without limitation, in-house documentation and
      diligence fees and legal expenses and reasonable fees and disbursements of
      counsel) which may be imposed on, incurred by or asserted against Lender or
      any
      other Indemnified Person with respect to or arising out of any aspect of, or
      in
      any litigation, proceeding or investigation instituted or conducted by any
      Governmental Authority or any other Person with respect to, or any transaction
      contemplated by or referred to in, or any matter related to or any aspect of,
      this Guaranty or any of the Guaranteed Obligations or any of the Loan Documents
      or any agreement or document contemplated hereby or thereby, whether or not
      Lender or such Indemnified Person is a party thereto, except to the extent
      that
      any of the foregoing arises out of the gross negligence or willful misconduct
      of
      Lender or such Indemnified Person. Lender agrees to give Guarantor reasonable
      notice of any event of which Lender becomes aware for which indemnification
      may
      be required under this Section
      22,
      and
      Lender may elect (but is not obligated) to direct the defense thereof, provided
      that the selection of counsel shall be subject to Guarantor’s consent, which
      consent shall not be unreasonably withheld or delayed. Lender and any other
      Indemnified Person may, in its reasonable discretion, take such actions as
      it
      deems necessary and appropriate to investigate, defend or settle any event
      or
      take other remedial or corrective actions with respect thereto as may be
      necessary for the protection of Lender or any of the other Indemnified Persons,
      its or their interest or the Collateral generally. If any Indemnified Person
      uses in-house counsel for any of the purposes set forth above or any other
      purposes under this Guaranty for which Guarantor is responsible to pay or
      indemnify, Guarantor expressly agrees that its indemnification obligations
      include reasonable charges for such work commensurate with the fees that would
      otherwise be charged by outside legal counsel selected by such Indemnified
      Person in its sole discretion for the work performed. 

     

    23. GUARANTOR
      HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF
      ACTION (I) ARISING UNDER THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR ANY
      RELATED AGREEMENT OR (II) IN ANY WAY RELATING TO THIS GUARANTY OR ANY OTHER
      LOAN
      DOCUMENT OR THE TRANSACTIONS EVIDENCED HEREBY OR THEREBY, IN EACH CASE WHETHER
      NOW EXISTING OR HEREAFTER ARISING, AND GUARANTOR HEREBY AGREES THAT ANY SUCH
      CLAIM OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND
      THAT EITHER GUARANTOR OR LENDER MAY FILE AN ORIGINAL COUNTERPART OR A COPY
      OF
      THIS SECTION
      23
      WITH ANY
      COURT AS WRITTEN EVIDENCE OF THE CONSENT OF GUARANTOR TO THE WAIVER OF ITS
      RIGHT
      TO TRIAL BY JURY.

     

    24. This
      Guaranty and the other Loan Documents to which Guarantor is a party constitute
      the entire agreement between Guarantor and Lender with respect to the subject
      matter hereof and thereof, and supersede all prior agreements and
      understandings, if any, relating to the subject matter hereof or thereof.
      Neither this Guaranty nor any provision hereof may be changed, modified,
      amended, waived, restated, supplemented, canceled or terminated other than
      by an
      agreement in writing signed by both Lender and Guarantor. Guarantor acknowledges
      that Guarantor has been advised by counsel in

     


    
      
        
        

      

      
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    connection
      with the negotiation and execution of this Guaranty and the other Loan Documents
      to which it is a party and is not relying upon oral representations or
      statements inconsistent with the terms and/or provisions of this Guaranty or
      such documents. Any waiver of this Guaranty by Lender shall be limited solely
      to
      the express terms and provisions of such waiver.

     

    25. This
      Guaranty is not intended to benefit or confer any rights upon Borrower or upon
      any third party other than Lender, who is an intended beneficiary hereof and
      for
      whose benefit this Guaranty is explicitly made.

    


    26. In
      addition to any other rights Lender may have hereunder or under any of the
      Loan
      Documents or under applicable law or at equity, upon the occurrence and
      continuation of any Event of Default, Lender shall have the right to apply
      any
      property of Guarantor held by Lender to reduce the Guaranteed Obligations.
      In
      addition to the provisions set forth in this Guaranty and the other Loan
      Documents, Lender shall have the right to exercise any and all other rights,
      options and remedies provided for herein or in any other Loan Document, under
      the UCC or at law or in equity generally, including, without limitation, (a)
      the
      right to foreclose its security interests and Liens, (b) to realize upon or
      to
      take possession of or sell any of the Collateral with or without judicial
      process, and (c) to exercise such rights and powers with respect to the
      Collateral as Guarantor might exercise.

     

    27. Lender
      shall have no responsibility for or obligation or duty with respect to all
      or
      any part of the Collateral or any matter or proceeding arising out of or
      relating thereto or to this Guaranty, including without limitation, any
      obligation or duty to collect any sums due in respect thereof or to protect
      or
      preserve any rights pertaining thereto. Guarantor hereby waives any and all
      defenses and counterclaims it may have or could interpose in any action or
      procedure brought by Lender to obtain an order of court recognizing the
      assignment or security interests and Liens of Lender in and to any Account,
      Receivable or other Collateral, whether payable to Guarantor or any Subsidiary
      of Guarantor or any other Person.

     

    28. [RESERVED]

     

    29. Upon
      the
      exercise by Lender or any of its Affiliates of any right or remedy under this
      Guaranty or any other Loan Document that requires any consent, approval or
      registration with, or consent, qualification or authorization by, any
      Governmental Authority, Guarantor will execute and deliver, or will cause the
      execution and delivery of, all applications, certificates, instruments and
      other
      documents that Lender may be required to obtain for such governmental consent,
      approval, registration, qualification or authorization.

     

    30. In
      addition to and notwithstanding any other provision of this Guaranty, or any
      other Loan Document, Lender, in its sole discretion, shall have the right,
      at
      any time that Guarantor fails to do so, without prior notice to Guarantor,
      to
      (i) obtain insurance covering any of the Collateral as and to the extent
      required under the Loan Agreement; (ii) pay for the performance of any of the
      Guarantor’s obligations hereunder; (iii) discharge taxes, liens, security
      interests, or other encumbrances at any time levied or placed on any of the
      Collateral in violation of this Guaranty unless Guarantor is in good faith
      with
      due diligence by appropriate proceedings contesting those items; and
      (iv) pay for the maintenance and preservation of any of the Collateral.
      Such expenses and advances shall be added to the Guaranteed Obligations until
      reimbursed to Lender and shall be secured by the Collateral. Any such payments
      and advances by Lender shall not be construed as a waiver by Lender of an Event
      of Default or any other rights, remedies or powers of Lender hereunder, or
      under
      any other Loan Document or otherwise.

     

     

    
      
        
        

      

      
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    31. Unless
      expressly provided herein to the contrary, Guarantor agrees that any approval,
      consent, waiver or satisfaction of Lender with respect to any matter that is
      subject of this Guaranty,
      or the other Loan Documents may be granted or withheld by Lender in its sole
      and
      absolute discretion.

     

    32. [RESERVED]

     

    33. In
      any
      litigation, arbitration or other dispute resolution proceeding relating to
      this
      Guaranty, or to any of the other Loan Documents, Guarantor waives any and all
      defenses, objections and counterclaims it may have or could interpose with
      respect to any director, officer, employee or agent of Guarantor and/or its
      and
      their Affiliates being deemed to be employees or managing agents of Guarantor
      for purposes of all applicable law or court rules regarding the production
      of
      witnesses by notice for testimony (whether in a deposition, at trial or
      otherwise). Guarantor waives any and all defenses, objections and counterclaims
      it may have or could interpose with respect to Lender’s counsel in any such
      dispute resolution proceeding examining any such individuals as if under
      cross-examination and using any discovery deposition of any of them in that
      proceeding as if it were an evidence deposition. Guarantor waives any and all
      defenses, objections and counterclaims it may have or could interpose with
      respect to it using all commercially reasonable efforts to produce in any such
      dispute resolution proceeding, at the time and in the manner requested by
      Lender, all Persons, documents (whether in tangible, electronic or other form)
      and/or other things under its control and relating to the dispute in any
      jurisdiction that recognizes that (or any similar) distinction.

     

    34. Guarantor
      hereby
      confirms, adopts and agrees to be bound by and comply with, as if set out in
      full herein, all of the other agreements, appointments, covenants and
      obligations not expressly included in this Guaranty that are set forth in the
      Loan Agreement and that relate or apply to any Borrower, Subsidiary of Borrower
      or any Guarantor.

     

    35. Notwithstanding
      anything to the contrary contained in this Guaranty: (a) individual liability
      of
      the Guarantor for the Guaranteed Obligations shall not exceed the
      amount of Nine Hundred Eighty Five Thousand Dollars ($985,000.00) in the
      aggregate, which amount shall not be reduced or extinguished until such time
      as
      the Guaranteed Obligations are fully, finally and indefeasibly paid, and (b)
      in
      the absence of any existing or contingent Guaranteed Obligations, this
      Guaranty shall terminate and be of no further effect on the date which is
      eighteen (18)  months from the date all principal and interest under the
      Note is paid in full.

     

    36. SPECIAL
      OREGON NOTICE:

     

    (a) THIS
      GUARANTY RESULTS IN GUARANTOR’S WAIVER OF CERTAIN LEGAL RIGHTS AND DEFENSES,
      INCLUDING WITHOUT LIMITATION GUARANTOR’S SUBROGATION RIGHTS AND ANY DEFENSES
      BASED ON LENDER’S ELECTION OF REMEDIES. IT IS RECOMMENDED THAT GUARANTOR CONSULT
      ITS OWN ATTORNEY BEFORE ENTERING INTO THIS AGREEMENT.

     

    (b) UNDER
      OREGON LAW ORAL AGREEMENTS OR ORAL COMMITMENTS TO (1) LOAN MONEY, (2) EXTEND
      CREDIT, (3) MODIFY OR AMEND ANY TERMS OF LOAN DOCUMENTS, (4) RELEASE ANY
      GUARANTOR, (5) FOREBEAR FROM ENFORCING REPAYMENT OF ANY LOAN OR THE EXERCISE
      OF
      ANY REMEDY UNDER LOAN DOCUMENTS, OR (6) MAKE ANY OTHER FINANCIAL ACCOMMODATION
      PERTAINING TO ANY LOAN ARE ALL UNENFORCEABLE.

     

     

    
      
        
        

      

      
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    (c) THE
      UNDERSIGNED GUARANTOR CLEARLY UNDERSTANDS THAT LENDER DOES NOT HAVE TO PURSUE
      BORROWER OR ANY OTHER GUARANTOR OR OBLIGATED PARTY OR FORECLOSE OR REALIZE
      UPON
      ANY SECURITY
      BEFORE DEMANDING PAYMENT FROM THE UNDERSIGNED. GUARANTOR FURTHER UNDERSTANDS
      THAT IT WILL HAVE TO PAY THE AMOUNTS THEN DUE EVEN IF BORROWER OR ANY OTHER
      GUARANTOR OR OBLIGATED PARRY DOES NOT MAKE PAYMENT OR IS OTHERWISE RELIEVED
      OF
      THE OBLIGATION OF MAKING PAYMENT.

     

    


    [SIGNATURE
      APPEARS ON THE FOLLOWING PAGE]

     

     

     

     

    
 

    
      
        
        

      

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

    


    


    /s/
      M. David Kamrat (L.S.)

    M.
      DAVID
      KAMRAT

     

     

     

     

     

     

     

     

     

    13