GUARANTY
      AGREEMENT

    


    (Corporacion
      Delinc, S.A. de C.V)

    


    THIS
      GUARANTY AGREEMENT (the “Guaranty”)
      is
      entered into this 5th day of September, 2007, by CORPORACION DELINC, S.A. de
      C.V, with a place of business at Lot 1, Parque Industrial Maquilpark, Reynosa,
      Tamaulipas, MEXCIO (the “Guarantor”),
      in
      favor and for the benefit of JMC VENTURE PARTNERS LLC, with a place of business
      at 2 Oliver Street, Boston, Massachusetts (the “Lender”).

    


    RECITALS

    


    On
      the
      date hereof Lender loaned to DEL-INC ACQUISITION LLC (the “Borrower”)
      a
      total of two million seven hundred and fifty thousand dollars ($2,750,000)
      pursuant to that certain (i) $2,750,000 Secured Promissory Note, dated as of
      the
      date hereof, from Borrower in favor of Lender (as the same may be amended from
      time to time the “Note”),
      (ii)
      Secured Promissory Note Loan, Pledge and Security Agreement, dated as of the
      date hereof (as the same may be amended from time to time the “Loan
      Agreement”),
      and
      (iii) other related loan and collateral security documents which are described
      and defined in the Loan Agreement (as the same may be amended from time to
      time,
      together with the foregoing collectively the “Loan
      Documents”).

    


    In
      partial consideration for, and as an inducement to the Lender to extend credit
      under the Note, Guarantor shall guaranty all Indebtedness due the Lender under
      the Loan Documents, and will secure its obligations hereunder with a pledge
      of
      Guarantor's assets.

    


    Guarantor
      is a subsidiary of the Borrower and shall receive substantial benefits from
      Lender’s extension of credit to Borrower under the Loan Documents. Guarantor
      acknowledges that Lender would not have made loans to Borrower and entered
      into
      the Loan Documents but for Guarantor’s execution of this Guaranty.

    


    AGREEMENT

    


    NOW,
      THEREFORE, in consideration of the mutual promises of this Guaranty, and
      intending to be legally bound hereby, the parties hereto agree as
      follows:

    


    SECTION
      1

    


    DEFINITIONS

    


    1.1 Definitions.
      Capitalized terms that are not otherwise defined herein shall have the meaning
      set forth in the Loan Agreement. If there is a conflict between a definition
      herein and a definition in the Loan Agreement the definition in the Loan
      Agreement shall control.


    
      
        
        

      

      
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    SECTION
      2

    


    GUARANTY
      OF PAYMENT AND PERFORMANCE

    


    2.1 Unconditional
      Guaranty.
      The
      Guarantor guarantees to the Lender the punctual payment when due, and the
      performance of all liabilities, agreements and other obligations of the Borrower
      to the Lender arising under all of the Loan Documents, including without
      limitation the Note, Loan Agreement, and all extensions, renewals and
      substitutions thereof (collectively the “Borrower’s
      Obligations”).

    


    2.2 Nature
      of Guaranty.
      This
      Guaranty is an absolute, unlimited, unconditional and continuing guaranty of
      the
      full and punctual payment and performance of the Borrower’s Obligations, and not
      of their collectibility only, and shall remain in force until all Indebtedness
      under the Loan Documents is paid in full.

     

    2.3 Obligation
      of Guarantor.
      The
      Guarantor shall have no obligation under this Guaranty to pay or perform the
      Borrower’s Obligations to Lender until such time that an Event of Default occurs
      and continues under the Loan Documents. Upon the occurrence and continuance
      of
      an Event of Default under the Loan Documents the obligations of the Guarantor
      hereunder shall automatically become due and payable to the Lender, without
      notice, demand or acceleration.

    


    2.4 Agreement
      to Pay Costs and Expenses.
      The
      Guarantor agrees to pay to the Lender, on demand, reasonable costs and expenses
      (including reasonable court costs and legal expenses) incurred or expended
      by
      the Lender in connection with the enforcement of this Guaranty and/or the
      collection of all sums due under the Loan Documents, whether such collection
      be
      from Borrower or from the Guarantor. 

    


    SECTION
      3

    


    SECURITY
      COLLATERAL

    


    3.1 Pledge
      of Assets and Equity Interests.
      To
      secure the Guarantor’s obligations herein, the Guarantor shall execute a Pledge
      and Security Agreement, dated as of the date of this Guaranty, pursuant to
      which
      the Guarantor pledges all of its assets, including without the Mexican Property
      (collectively the "Pledged
      Collateral")
      to the
      Lender as collateral for the Borrower's Obligations (the "Security
      Agreement").
      

    


    3.2 Unconditional
      Guaranty.
      The
      Guarantor's agreement herein is unconditional and is not limited to the value
      of
      the Pledged Collateral.

    



    
      
        
        

      

      
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    SECTION
      4

    


    WAIVERS
      BY THE GUARANTOR; THE LENDER’S FREEDOM TO ACT

    


    4.1 Borrower’s
      Impairment.
      The
      obligations of Guarantor to make payment in accordance with the terms of this
      Guaranty 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 its estate in bankruptcy or reorganization
      resulting from the operation of any present or future provision of the United
      States Bankruptcy Code or other statute or from the decision of any court.
      The
      liability of Guarantor hereunder shall be reinstated and revived, and the rights
      of the holder or holders of any Borrower’s Obligations and in any agreement
      executed by and between Lender and Borrower, shall continue, with respect to
      any
      amount at any time paid on account of the indebtedness under any Borrower’s
      Obligations or loan documents or hereunder, which shall thereafter be required
      to be restored or returned by the holder or holders of any Borrower’s
      Obligations or other agreements upon the bankruptcy, insolvency or
      reorganization of Borrower or for any other reason, all as though such amount
      had not been paid.

    


    4.2 Agreement
      to Loan Documents.
      Without
      limiting the generality of any term, condition or obligation herein, the
      Guarantor agrees to the provisions of any instrument evidencing, securing or
      otherwise executed in connection with any of the Borrower’s Obligations, and
      agrees that the obligations of the Guarantor hereunder shall not be released
      or
      discharged, in whole or in part, or otherwise affected by (i) the failure of
      the
      Lender to assert any claim or demand or to enforce any right or remedy against
      the Borrower; (ii) any extensions or renewals of any of the Borrower’s
      Obligations; (iii) any rescissions, waivers, amendments or modifications of
      any
      of the terms or provisions of any agreement evidencing, securing or otherwise
      executed in connection with any of the Borrower’s Obligations; (iv) the
      substitution or release of any entity primarily or secondarily liable for any
      of
      the Borrower’s Obligations; (v) the adequacy of any rights the Lender may have
      against any collateral or other means of obtaining repayment of the Borrower’s
      Obligations; (vi) the impairment of any collateral securing the Borrower’s
      Obligations, including without limitation the failure to perfect or preserve
      any
      rights the Lender might have in such collateral or the substitution, exchange,
      surrender, release, loss or destruction of any such collateral; or (vii) any
      other act or omission which might in any manner or to any extent vary the risk
      of the Borrower or otherwise operate as a release or discharge of the Borrower,
      all of which may be done without notice to the Guarantor.

    


    4.3 Waiver
      of Notice.
      Notice
      of the acceptance of this Guaranty and notice of transactions entered into
      in
      reliance hereof are hereby waived. Guarantor consents to any renewal, extension
      or postponement of the time of payment of any of the Borrower’s Obligations or
      to any other forbearance or indulgence with respect thereto and consents to
      any
      substitution, exchange, modification or release of any security therefor or
      the
      release of any other person primarily or secondarily liable on any of the
      Borrower’s Obligations, whether or not notice thereof shall be given to the
      Guarantor, and agrees to the provisions of any instrument, security or other
      writing evidencing or securing any of the Borrower’s Obligations, and the
      enforcement hereof shall not be affected by the delay, neglect or failure of
      Lender to take any action with respect to any security, right, obligation,
      endorsement, guaranty or other means of collecting the


    
      
        
        

      

      
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    Borrower’s
      Obligations which it may at any time hold, including perfection or enforcement
      thereof, or any change with respect to Borrower in the form or manner of doing
      business, whether by incorporation, consolidation, merger, partnership formation
      or change in membership, or otherwise, it being hereby agreed that Guarantor
      shall be and remain bound upon this Guaranty irrespective of any action, delay
      or omission by Lender in dealing with Borrower, any of the Borrower’s
      Obligations, any collateral therefor or any person at any time liable with
      respect thereto.

    


    SECTION
      5

    


    UNENFORCEABILITY
      OF OBLIGATIONS AGAINST THE BORROWER

    


    5.1 Borrower’s
      Obligations.
      If for
      any reason the Borrower has no legal existence or is under no legal obligation
      to discharge any of the Borrower’s Obligations, or if any of the Borrower’s
      Obligations have become irrecoverable from the Borrower by operation of law
      or
      for any other reason, this Guaranty shall nevertheless be binding on the
      Guarantor to the same extent as if the Guarantor at all times had been the
      principal obligor on all such Borrower’s Obligations, and all amounts due under
      this Guaranty and all of the Loan Documents shall become immediately due and
      payable.

    


    5.2 Stay
      of Borrower’s Obligations.
      If
      payment of the Borrower’s Obligations is stayed upon the insolvency, bankruptcy
      or reorganization of the Borrower, or for any other reason, all such amounts
      otherwise subject to acceleration under the terms of any agreement evidencing,
      securing or otherwise executed in connection with any of the Borrower’s
      Obligations shall be immediately due and payable by the Guarantor. 

    


    SECTION
      6

    


    SUBROGATION;
      SUBORDINATION

    


    6.1 Subordination
      by Guarantor.
      Until
      the payment and performance in full of all Borrower’s Obligations, and any and
      all obligations of the Borrower to the Lender, the Guarantor shall
      not:

    


    6.1.1 exercise
      any right against the Borrower arising as a result of payment by the Guarantor
      hereunder, by way of subrogation or otherwise; 

    


    6.1.2 prove
      any
      claim in competition with the Lender, or it’s affiliates, in respect of any
      payment hereunder, in bankruptcy or insolvency proceedings of any
      nature;

    


    6.1.3 claim
      any
      set-off or counterclaim against the Borrower in respect of any liability of
      the
      Guarantor to the Borrower; or 

    


    6.1.4 benefit
      from or exercise any right to participate in any collateral which may be held
      by
      the Lender.


    
      
        
        

      

      
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    6.1.5 Notwithstanding
      the foregoing, the Guarantor may manufacture products for Borrower, invoice
      and
      collect payments due from the Borrower, so long as the prices charged and
      amounts paid are reasonable, in the ordinary course of business, would not
      exceed amounts charged and paid in an arms length transaction with an
      independent third party and comply with applicable transfer pricing laws and
      regulations.

    


    6.2 Subordination
      Following Default.
      Following the occurrence and continuation of an Event of Default under the
      Loan
      Documents, 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 Borrower’s Obligations.

    


    6.3 Waiver
      of Demand Rights.
      Following the occurrence and continuation of an Event of Default under the
      Loan
      Documents, the Guarantor agrees that it will not demand, sue for or otherwise
      attempt to collect any indebtedness of the Borrower to it, until the Borrower’s
      Obligations have been paid in full.

    


    6.4 Turnover
      of Collected Indebtedness.
      Following the occurrence and continuation of an Event of Default under the
      Loan
      Documents, if, notwithstanding anything herein, the Guarantor shall collect,
      enforce or receive any amounts from the Borrower, such amounts shall be
      collected, enforced and received by the Guarantor in trust for the Lender,
      and
      shall be immediately paid over to the Lender on account of the Borrower’s
      Obligations without affecting in any manner the liability of the Guarantor
      under
      the other provisions of this Guaranty.

    


    SECTION
      7

    


    REPRESENTATIONS,
      WARRANTIES AND COVENANTS

    


    7.1 The
      Guarantor represents, warrants and further covenants that:

    


    7.1.1 Neither
      the execution and delivery of this Guaranty and the Security Agreement, the
      consummation of the transactions contemplated hereby nor the fulfillment of
      or
      compliance with the terms and conditions of this Guaranty is prevented or
      limited by or conflicts with or results in a breach of the terms, conditions
      or
      provisions of any contractual or other restriction on the Guarantor or any
      agreement or instrument of whatever nature to which the Guarantor is now a
      party
      or by which the Guarantor or the Guarantor’s property is bound or constitutes a
      default under any of the foregoing.

    


    7.1.2 The
      Guarantor receives and will receive a direct and material financial benefit
      from
      the accommodations extended by the Lender to the Borrower.

    


    7.1.3 This
      Guaranty constitutes a valid and legally binding obligation of the Guarantor,
      enforceable in accordance with its terms.

    


    7.2 Guarantor
      shall comply with all covenants in this Section 7 until the later of (i) payment
      of all Borrower's Obligations or (ii) payment of all amounts due under the
      Loan
      Documents. 


    
      
        
        

      

      
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    SECTION
      8

    


    MISCELLANEOUS

    


    8.1 Continuing
      Obligation to Cooperate.
      Guarantor agrees to execute and deliver to the Lender all such other and further
      instruments and documents and take or cause to be taken all such other and
      further action as the Lender may reasonably request in order to effect and
      confirm or vest more securely in the Lender all rights contemplated in this
      Guaranty.

     

    8.2 Amendments.
      This
      Guaranty may be amended only by an instrument in writing and duly signed by
      an
      authorized officer of the Guarantor and an authorized officer of the
      Lender.

     

    8.3 Enforceability.
      If any
      provisions of this Guaranty shall be held to be illegal or unenforceable, such
      illegality or unenforceability shall relate solely to such provision and shall
      not affect the remainder of this Guaranty.

     

    8.4 Venue.
      The
      Guarantor and Lender agree that any action or proceeding to enforce or arising
      out of this Guaranty may be commenced in any court of the Commonwealth of
      Massachusetts sitting in the county of Suffolk, or in the District Court of
      the
      United States for the District of Massachusetts.

     

    8.5 Service
      of Process.
      The
      Guarantor waives personal service of process and agree that a summons and
      complaint commencing an action or proceeding in any such court shall be properly
      served and confer personal jurisdiction if served by registered or certified
      mail to the Guarantor, or as otherwise provided by the laws of the Commonwealth
      of Massachusetts or the United States of America.

     

    8.6 No
      Waiver, Remedies Cumulative.
      No
      failure on the part of Lender to exercise, and no delay in exercising, any
      right
      hereunder or under any other Loan Document shall operate as a waiver thereof,
      nor shall any single or partial exercise of any right hereunder preclude any
      other or further exercise thereof or the exercise of any other right. All rights
      and remedies herein provided are cumulative and are in addition to any other
      remedies provided by law, any Loan Document or otherwise.

     

    8.7 Survival
      of Representations.
      All
      representations, warranties and covenants made herein shall survive the making
      of the loan under and the delivery of the Loan Documents, and shall continue
      in
      full force and effect so long as any Indebtedness is outstanding, there exists
      any commitment by Lender to the Borrower, and until this Guaranty is
      terminated.

     

    8.8 Indemnity
      By Guarantor.
      As part
      of the Borrower's Obligations, the Guarantor agrees to defend, protect,
      indemnify and hold harmless the Lender, and all of its Affiliates,

     


    
      
        
        

      

      
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    Subsidiaries,
      officers, directors, employees, attorneys, accountants, consultants, agents
      and
      any controlling Persons (collectively the “Indemnified
      Parties”)
      from
      and against any and all losses, claims, damages, liabilities, obligations,
      penalties, fees, costs, expenses and settlement agreements, joint and several
      (including, without limitation, attorneys’ and paralegals’ fees, costs and
      expenses) incurred by any of the Indemnified Parties, whether prior to or from
      and after the date hereof, as a result of or arising from or relating to (i)
      the
      Commitment Letter, (ii) any due diligence effort (including, without limitation,
      public record search, recording fees, examinations and investigations of the
      properties of the Borrower, Guarantor, Borrower’s operations and the Property),
      negotiation, preparation, execution and/or performance of any of the Loan
      Documents or of any document executed in connection with the transactions
      contemplated thereby and the perfection of Lender ’s Liens in the Collateral and
      Property, maintenance of the Loan by the Lender , and any and all amendments,
      modifications, and supplements of any of the Loan Documents or restructuring
      of
      the Indebtedness, (iii) any suit, investigation, action or proceeding by any
      Person, whether threatened or initiated, asserting a claim for any legal or
      equitable remedy against any Person under any statute, regulation or common
      law
      principle, arising from or in connection with any of the Loan Documents and/or
      Lender ’s furnishing of funds to the Borrower under this Guaranty, (iv) the
      Lender ’s preservation, administration and enforcement of its rights under the
      Loan Documents and applicable law, including the reasonable fees of the
      outstanding Indebtedness as attorneys fees if collected by or through an
      attorney at law and disbursements of counsel for Lender in connection therewith,
      whether suit be brought or not and whether incurred at trial or on appeal,
      and
      all costs of repossession, storage, disposition, protection and collection
      of
      Collateral or the Property, (v) periodic field exams, audits and appraisals
      performed by Lender; and/or (vi) any matter relating to the financing
      transactions contemplated by the Loan Documents or by any document executed
      in
      connection with the transactions contemplated thereby, other than for such
      loss,
      damage, liability, obligation, penalty, fee, cost or expense, any of which
      arise
      from an Indemnified Parties’ gross negligence or willful misconduct, as
      determined by a final order of a court of competent jurisdiction. No Indemnified
      Party shall by liable for any direct or consequential damages, which arise
      from
      or are related to the Commitment Letter, this Guaranty or any of the Loan
      Documents. The indemnity herein shall survive the termination of this
      Guaranty.

     

    8.9 Tax
      Obligations.
      If the
      Guarantor should fail to pay any tax or other amount required by this Guaranty
      to be paid or which may be reasonably necessary to protect or preserve any
      Collateral, or Borrower’s, Guarantor’s or Lender ’s interests therein, Lender
      may make such payment and the amount thereof shall be payable on demand, shall
      bear interest at the Default Rate from the date of payment by the Lender until
      paid and shall be deemed to be Indebtedness entitled to the benefit and security
      of the Loan Documents. The Guarantor agrees to pay and save Lender harmless
      against any liability for payment of any state documentary stamp taxes,
      intangible taxes or similar taxes (including interest or penalties, if any)
      which may now or hereafter be determined to be payable in respect to the
      execution, delivery or recording of any Loan Document or the making of any
      Loan,
      whether originally thought to be due or not, and regardless of any mistake
      of
      fact or law on the part of Lender, Borrower or Guarantor with respect to the
      applicability of such tax. The agreement herein shall survive the termination
      of
      this Guaranty.

     

    8.10 Reinstatement.
      Notwithstanding anything herein to the contrary, this Guaranty shall continue
      to
      be effective or be reinstated, as the case may be, if at any time any
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    received
      by the Lender in respect of the Indebtedness is rescinded or must otherwise
      be
      restored or returned by the Lender upon the insolvency, bankruptcy, dissolution,
      liquidation or reorganization of the Borrower, or upon the appointment of any
      receiver, assignee, intervener or conservator of, or trustee or similar official
      for, the Borrower or any substantial part of its properties, or otherwise,
      all
      as though such payments had not been made.

     

    8.11 Notices.
      Any
      notice or other communication hereunder, or under any Loan Document, to any
      party hereto or thereto shall be by hand delivery, overnight delivery,
      facsimile, telegram, telex or registered or certified mail and unless otherwise
      provided herein shall be deemed to have been given or made when delivered,
      telegraphed, telexed, faxed or three (3) Business Days after having been
      deposited in the mails, postage prepaid, addressed to the party at its address
      specified in Exhibit
      A
      (or at
      any other address that the party may hereafter specify to the other parties
      in
      writing).

    


    8.12 Governing
      Law.
      This
      Guaranty and all Loan Documents shall be deemed contracts made under the laws
      of
      the Commonwealth of Massachusetts, and shall be governed by and construed in
      accordance with the laws of said state (excluding its conflict of laws
      provisions if such provisions would require application of the laws of another
      jurisdiction).

     

    8.13 Successors.
      This
      Guaranty shall be binding upon and shall inure to the benefit of the Borrower,
      Guarantor and the Lender, and their respective successors.

     

    8.14 Assignment.
      The
      Guarantor may not assign any of its rights, obligations, covenants,
      representations, warranties, duties or responsibilities hereunder and under
      the
      Loan Documents. Any such assignment shall be void. The Lender may assign all
      or
      part of its rights hereunder and under the Loan Documents, at any
      time.

     

    8.15 Counterparts.
      This
      Guaranty may be executed in any number of counterparts and by different parties
      hereto in separate counterparts, each of which when so executed and delivered
      shall be deemed an original and all of which when taken together shall
      constitute but one and the same instrument.

     

    8.16 Exhibits.
      Any
      exhibits annexed hereto are
      the
      only exhibits to be annexed to this Guaranty, and the material contained therein
      shall be incorporated herein.

     

    8.17 Captions.
      The
      captions herein contained are inserted as a matter of convenience only and
      such
      captions do not form a part of this Guaranty and shall not be utilized in the
      construction hereof.

     

    8.18 Powers.
      All
      powers of attorney granted to Lender are coupled with an interest and are
      irrevocable.

     

    8.19 Approvals.
      If this
      Guaranty calls for the approval or consent of Lender, such approval or consent
      may be given or withheld in the discretion of Lender unless otherwise specified
      herein.

     

    8.20 No
      Punitive Damages.
      Each
      party agrees that it shall not have a remedy of punitive or exemplary damages
      against the other in any Dispute and hereby waives any right or

     


    
      
        
        

      

      
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    claim
      to
      punitive or exemplary damages it may have now or which may arise in the future
      in connection with any Dispute.

     

    8.21 Waiver
      of Jury Trial.
      EACH
      PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
      ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
      INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS
      CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
      EACH
      PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
      OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
      WOULD
      NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
      ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
      INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
      IN THIS SECTION 8.21. _________ GUARANTOR’S INITIALS, _________ LENDER’S
      INITIALS

     

    8.22 Participations.
      Lender
      shall have the right to enter into one or more participation agreements with
      other lenders with respect to the Indebtedness. Upon prior notice to the
      Borrower of such participation, Borrower shall thereafter furnish to such
      participant any information furnished by Borrower to Lender pursuant to the
      terms of the Loan Documents. Nothing in this Guaranty or any other Loan Document
      shall prohibit Lender from pledging or assigning this Guaranty and Lender’s
      rights under any of the other Loan Documents, including collateral therefor,
      to
      any Federal Reserve Lender in accordance with applicable law.

     

    8.23 Joint
      and Several Obligations.
      All
      Indebtedness, representations, warranties, covenants and indemnities set forth
      herein and in the Loan Documents shall be joint and several between the Borrower
      and the Guarantor. Lender shall have the right to deal with any authorized
      officer of the Borrower with regard to all matters concerning the rights and
      obligations of Lender hereunder and pursuant to applicable law with regard
      to
      the transactions contemplated under the Loan Documents. All actions or inactions
      of the authorized officers, managers, members and/or agents of the Borrower
      with
      regard to the transactions contemplated under the Loan Documents shall be deemed
      with full authority and binding upon the Borrower hereunder. The foregoing
      is a
      material inducement to the agreement of Lender to enter into the terms hereof
      and to consummate the transactions contemplated hereby.

     

    8.24 Waiver
      of Certain Defenses.
      All
      rights of Lender and all obligations of the Guarantor hereunder and under the
      Loan Documents shall be absolute and unconditional irrespective of (i) any
      change in the time, manner or place of payment of, or any other term of, all
      or
      any of the Indebtedness, or any other amendment or waiver of or any consent
      to
      any departure from any provision of the Loan Documents, (ii) any exchange,
      release or non-perfection of any other collateral given as security for the
      Indebtedness, or any release or amendment or waiver of or consent to departure
      from any guaranty for all or any of the Indebtedness, or (iii) any other
      circumstance which might otherwise constitute a defense available to, or a
      discharge of Borrower, Guarantor or any third party, other than payment and
      performance in full of the Indebtedness.

     


    
      
        
        

      

      
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    8.25 Terms
      Generally.
      The
      definitions of terms herein shall apply equally to the singular and plural
      forms
      of the terms defined. Whenever the context may require, any pronoun shall
      include the corresponding masculine, feminine and neuter forms. The words
“include”, “includes” and “including” shall be deemed to be followed by the
      phrase “without limitation”. The word “will” shall be construed to have the same
      meaning and effect as the word “shall”. Unless the context requires otherwise
      (a) any definition of or reference to any agreement, instrument or other
      document herein shall be construed as referring to such agreement, instrument
      or
      other document as from time to time amended, supplemented or otherwise modified
      (subject to any restrictions on such amendments, supplements or modifications
      set forth herein), (b) any reference herein to any Person shall be construed
      to
      include such Person’s successors and assigns, (c) the words “herein”, “hereof”
and “hereunder”, and words of similar import, shall be construed to refer to
      this Guaranty in its entirety and not to any particular provision hereof, (d)
      all references herein to Articles, Sections, Exhibits and Schedules shall be
      construed to refer to Articles and Sections of, and Exhibits and Schedules
      to,
      this Guaranty and (e) the word “asset” shall be construed to the have the same
      meaning and effect and to refer to any and all tangible and intangible assets
      and properties, including cash, securities, accounts and contract
      rights.

     

    [Remainder
      of the page is blank. Guarantor’s signature is on the following
      page.]


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the undersigned has executed and delivered this Guaranty
      Agreement as of the day and year first above written.

    


    
      	
              WITNESS:

            	
              CORPORACION
                DELINC S.A. de CV 

            
	 	 
	 	 
	
              
                ___________________________________

              

            	
              ___________________________________

            
	 	
              By:
                John Zampetti

            
	 	
              Its:
                Sole Administrator

            


    

    


    


    COMMONWEALTH
      OF PENNSYLVANIA

    


    _______________
      County, ss __________  
      August
      31, 2007

    


    Then
      personally appeared the above-named John Zampetti, as the Sole Administrator
      of
      Corporacion Delinc S.A. de CV, proved to me through satisfactory evidence of
      identification, which was his driver’s license, to be the person whose name is
      signed on the preceding or attached document, and who swore or affirmed to
      me
      that the contents of the document are truthful and accurate to the best of
      his
      knowledge and belief and that the foregoing Guaranty is his free act and deed
      and the free act and deed of Corporacion Delinc S.A. de CV. 

    
 

    
      	 	Notary _________________________
	
              (SEAL)

            	My Commission Expires:
              ____________


    

    


    
 

    [Signature
      page to Guaranty Agreement/Corporacion Delinc]


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    Notice
      Addresses

    


    If
      to
      the Lender:

    G.
      Lawrence Bero

    2
      Oliver
      Street

    Boston,
      Massachusetts 02109

    o:
      (617)
      912-1900

    f:
      (617)
      912-4358

     

    With
      a
      Copy to:

    Thomas
      Durkin, Esq.

    Gesmer
      Updegrove LLP

    40
      Broad
      Street

    Boston,
      Massachusetts 02110

    o:
      (617)
      358-6800

    f:
      (617)
      358-6878

     

    If
      to
      Guarantor:

    Corporacion
      Delinc, S.A. de C.V

    c/o
      Del-Inc Acquisition LLC

    1224
      Mill
      Street

    Building
      “B”

    East
      Berlin, Connecticut 06023

    (f):
      (860) 828-3320

     

    With
      a
      copy to:

    Neal
      F.
      Splaine, Esq.

    Pepe
      & Hazard LLP

    225
      Franklin Street

    Boston,
      Massachusetts 02110

    (f):
      (617) 748-5555

     

    and

     

    Sergio
      Yarritu

    Gil
      Elorduy, Yarritu y Asociados, S.C.

    Abogados/Attorneys
      at Law

    Fernando
      Montes de Oca 126

    Col.
      Condesa

    C.P.
      06140, MEXICO, D.F.

    (f):
      +52
      55 5286-1006

     

     

    
      
        
        

      

      12