Exhibit 10.6**CONTINUING AND UNCONDITIONAL GUARANTY**To: BOS (USA) Inc.     1. The Guaranty. For valuable consideration, FRANKLIN CREDIT MANAGEMENT CORPORATION,a Delaware corporation (“Guarantor”) hereby unconditionally guarantees the prompt andcomplete payment and performance of all Obligations (as hereinafter defined) of Tribeca LendingCorp, a New York corporation (“Borrower”) and each Company Subsidiary (as defined in theLoan Agreement hereinafter referred to; the Borrower and the Company Subsidiaries, collectively,the “Obligors”) to BOS (USA) Inc., its subsidiaries and affiliates (collectively,“Lender”), or order, in lawful money of the United States. The liability of Guarantorunder this Guaranty is not limited as to the principal amount of the Obligations guaranteed andincludes, without limitation, liability for all interest, fees, indemnities (including, withoutlimitation, hazardous waste indemnities), and other reasonable costs and expenses relating to orarising out of the Obligations. This Guaranty is cumulative and does not supersede any otheroutstanding guaranties, and the liability of Guarantor under this Guaranty is exclusive ofGuarantor’s liability under any other guaranties signed by Guarantor.     2. Definitions. (a) Unless the context indicates otherwise, the following terms usedherein have the following meanings (and shall include in the singular number the plural and in theplural number the singular):          “Loan Agreement” shall mean the Master Credit and Security Agreement dated as of March24, 2006, among Borrower, the Company Subsidiaries and Lender, as now in effect and as hereafteramended, restated, renewed, or superseded.          “Obligations” shall mean any and all debts, liabilities, and obligations of eachObligor to Lender under the Loan Agreement and the other Loan Documents (as such term is defined inthe Loan Agreement), now or hereafter existing, whether voluntary or involuntary and howeverarising, whether direct or indirect or acquired by Lender by assignment, succession, or otherwise,whether due or not due, absolute or contingent, liquidated or unliquidated, determined orundetermined, held or to be held by Lender for its own account or as agent for another or others,whether such Obligor may be liable individually or jointly with others, whether recovery upon suchdebts, liabilities and obligations may be or hereafter become unenforceable for any reason.Obligations includes, without limitation, any and all obligations of any Obligor to Lender forreasonable attorneys’ fees and all other reasonable costs and expenses incurred by Lender in thecollection or enforcement of any debts, liabilities, and obligations of any Obligor to Lender underthe Loan Documents. Unless the context indicates otherwise, capitalized terms used herein and nototherwise defined shall have the meanings provided for such terms (directly or by cross-reference)in the Loan Agreement.     3. Obligations Independent. The obligations hereunder are independent of theobligations of each Obligor or any other guarantor, and a separate action or actions may be broughtand prosecuted against Guarantor whether action is brought against any Obligor or any otherguarantor or whether any Obligor or any other guarantor be joined in any such action or actions.Anyone executing this Guaranty shall be bound by its terms without regard to execution by anyoneelse.
 

 
     4. Rights of Lender. (i) Guarantor acknowledges that Lender, without notice or demandand without affecting its liability hereunder, may from time to time to:          (a) Intentionally omitted;          (b) receive and hold security for the payment of this Guaranty or any Obligations andexchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any suchsecurity;          (c) apply such security and direct the order or manner of sale thereof as Lender in itsdiscretion may determine;          (d) release or substitute any Guarantor or any one or more of any endorsers or otherguarantors of any of the Obligations; and          (e) permit the Obligations to exceed Guarantor’s liability under this Guaranty, and Guarantoragrees that any amounts received by Lender from any source other than Guarantor shall be deemed tobe applied first to any portion of the Obligations not guaranteed by Guarantor.     (ii) This Guaranty to Lender is a continuing guaranty which applies to any renewal,compromise, extension, acceleration, or otherwise that may change the time for payment, orotherwise change the terms of the Obligations or any part thereof, including increase or decreaseof the rate of interest thereon, or otherwise result in a change the terms of any Loan Documents;*provided however*, that any renewal, compromise, extension, acceleration, or change is by agreementof the parties to the applicable Loan Document, or pursuant to the terms and conditionsthereof.Lender acknowledges that nothing in this Guaranty grants Lender the right to unilaterally amend anyof the terms of the Loan Agreement or any other Loan Document.     5. Guaranty to be Absolute. Guarantor agrees that until the Obligations have beenpaid in full and any commitments of Lender or facilities provided by Lender with respect to theObligations have been terminated, Guarantor shall not be released by or because of the taking, orfailure to take, any action that might in any manner or to any extent vary the risks of Guarantorunder this Guaranty or that, but for this paragraph, might discharge or otherwise reduce, limit, ormodify Guarantor’s obligations under this Guaranty. Guarantor waives and surrenders any defense toany liability under this Guaranty based upon any such action, including but not limited to anyaction of Lender described in the immediately preceding paragraph of this Guaranty. It is theexpress intent of Guarantor that Guarantor’s obligations under this Guaranty are and shall beabsolute and unconditional.     6. Guarantor’s Waivers of Certain Rights and Certain Defenses. Guarantor waives:          (a) any right to require Lender to proceed against any Obligor, proceed against or exhaust anysecurity for the Obligations, or pursue any other remedy in Lender’s power whatsoever;
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          (b) any defense arising by reason of any disability or other defense of any Obligor, or thecessation from any cause whatsoever of the liability of any Obligor; and          (c) any defense based on any claim that Guarantor’s obligations exceed or are more burdensomethan those of any Obligor.     No provision or waiver in this Guaranty shall be construed as limiting the generality of anyother waiver contained in this Guaranty.     7. Waiver of Subrogation. Until the Obligations have been paid in full and anycommitments of Lender or facilities provided by Lender with respect to the Obligations have beenterminated, even though the Obligations may be in excess of Guarantor’s liability hereunder,Guarantor waives to the extent permitted by applicable law any right of subrogation, reimbursement,indemnification, and contribution (contractual, statutory, or otherwise) including, withoutlimitation, any claim or right of subrogation under the Bankruptcy Code (Title 11, United StatesCode) or any successor statute, arising from the existence or performance of this Guaranty, andGuarantor waives to the extent permitted by applicable law any right to enforce any remedy thatLender now has or may hereafter have against any Obligor, and waives any benefit of, and any rightto participate in, any security now or hereafter held by Lender.     8. Waiver of Notices. Guarantor waives all presentments, demands for performance,notices of nonperformance, protests, notices of protest, notices of dishonor, notices of intent toaccelerate, notices of acceleration, notices of any suit or any other action against any Obligor orany other person, any other notices to any party liable on any Loan Document (including Guarantor),notices of acceptance of this Guaranty, notices of the existence, creation, or incurring of new oradditional Obligations to which this Guaranty applies or any other Obligations of any Obligor toLender, and notices of any fact that might increase Guarantor’s risk.     9. [Intentionally deleted]     10. [Intentionally deleted].     11. Reinstatement of Guaranty. If this Guaranty is terminated for any reason, andsubsequently any payment or transfer of any interest in property by any Obligor to Lender isrescinded or must be returned by Lender to any Obligor, this Guaranty shall be reinstated withrespect to any such payment or transfer, regardless of any such prior revocation, return, orcancellation.     12. Stay of Acceleration. In the event that acceleration of the time for payment ofany of the Obligations is stayed upon the insolvency, bankruptcy, or reorganization of any Obligoror otherwise, all such Obligations guaranteed by Guarantor shall nonetheless be payable byGuarantor immediately if requested by Lender.     13. No Setoff or Deductions; Taxes. Guarantor represents and warrants that it isorganized and resident in the United States of America. All payments by Guarantor hereunder shallbe paid in full, without setoff or counterclaim or any deduction or withholding whatsoever,including, without limitation, for any and all present and future taxes.
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     14. Information Relating to Obligors. Guarantor acknowledges and agrees that it shallhave the sole responsibility for, and has adequate means of, obtaining from each Obligor suchinformation concerning such Obligor’s financial condition or business operations as Guarantor mayrequire, and that Lender has no duty, and Guarantor is not relying on Lender, at any time todisclose to Guarantor any information relating to the business operations or financial condition ofany Obligor.     15. Obligors’ Authorization. Where any Obligor is a corporation, partnership, orlimited liability company, it is not necessary for Lender to inquire into the powers of suchObligor or of the officers, directors, partners, members, managers, or agents acting or purportingto act on its behalf, and any Obligations made or created in reliance upon the professed exerciseof such powers shall be guaranteed hereunder, subject to any limitations on Guarantor’s liabilityset forth herein.     16. Representations and Warranties. Guarantor represents and warrants that:          (a) Guarantor is a corporation duly incorporated and validly existing under the laws of thejurisdiction of its incorporation.          (b) The execution, delivery and performance of this Guaranty will not contravene any law, ruleor regulation, or any judgment or order, applicable to Guarantor, or conflict or be inconsistentwith or result in any breach of any contract, agreement or instrument to which Guarantor or any ofits properties or assets is subject, or result in the creation or imposition of (or the obligationto create or impose) any Lien upon any of the property or assets of Guarantor, or violate anyprovision of the corporate charter or by-laws of Guarantor.          (c) The execution, delivery and performance of this Guaranty is within the corporate powers ofGuarantor and has been duly authorized by all necessary corporate action.          (d) This Guaranty constitutes a valid and binding obligation of Guarantor enforceable againstGuarantor in accordance with its terms, except as enforceability may be limited by applicablebankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement ofcreditors’ rights generally and except as enforceability may be subject to general principles ofequity, whether such principles are applied in a court of equity or at law.          (e) No order, permission, consent, approval, license, authorization, registration orvalidation of, or filing with, or exemption by, any governmental authority is required toauthorize, or is required in connection with, the execution, delivery and performance of thisGuaranty, or the taking of any action contemplated hereby or thereby.     17. Setoff. Upon the occurrence and during the continuance of any Event of Default,Lender may, at its option and without notice or demand to the extent not prohibited by law, set offagainst any or all liabilities of Guarantor all money owed by Lender or any of its agents oraffiliates in any capacity to Guarantor, whether or not due, and also set off against all otherliabilities of Guarantor to Lender all money owed by Lender in any capacity to Guarantor. Ifexercised by Lender, Lender shall be deemed to have exercised such right of setoff and to have
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made a charge against any such money immediately upon the occurrence of such default althoughmade or entered on the books subsequent thereto.     18. Notices. All notices required under this Guaranty shall be personally deliveredor sent by first class mail, postage prepaid, or by overnight courier, to the addresses on thesignature page of this Guaranty, or to such other addresses as Lender and Guarantor may specifyfrom time to time in writing. Notices sent by (a) first class mail shall be deemed delivered onthe earlier of actual receipt or on the fourth business day after deposit in the U.S. mail, postageprepaid, and (b) overnight courier shall be deemed delivered on the next business day.     19. Successors and Assigns. This Guaranty (a) binds Guarantor and Guarantor’sexecutors, administrators, successors, and assigns, provided that Guarantor may not assign itsrights or obligations under this Guaranty without the prior written consent of Lender, and (b)inures to the benefit of Lender and Lender’s indorsees, successors, and assigns. Subject tocompliance with the terms of Section 11.5 and 11.9 of the Loan Agreement, Lender may, withoutnotice to Guarantor and without affecting Guarantor’s obligations hereunder, sell, assign, grantparticipations in, or otherwise transfer to any other person, firm, or corporation the Obligationsand this Guaranty, in whole or in part. Guarantor agrees that Lender may disclose to any assigneeor purchaser, or any prospective assignee or purchaser (subject in each case to compliance with theterms of Section 11.15 of the Loan Agreement), of all or part of the Obligations any and allinformation in Lender’s possession concerning Guarantor, this Guaranty, and any security for thisGuaranty.     20. Amendments, Waivers, and Severability. No provision of this Guaranty may beamended or waived except in writing. No failure by Lender to exercise, and no delay in exercising,any of its rights, remedies, or powers shall operate as a waiver thereof, and no single or partialexercise of any such right, remedy, or power shall preclude any other or further exercise thereofor the exercise of any other right, remedy, or power. The unenforceability or invalidity of anyprovision of this Guaranty shall not affect the enforceability or validity of any other provisionof this Guaranty.     21. Costs and Expenses. Guarantor agrees to pay all reasonable attorneys’ fees, andall other costs and expenses that may be incurred by Lender (a) in the enforcement of this Guarantyor (b) in the preservation, protection, or enforcement of any rights of Lender in any casecommenced by or against Guarantor or any Obligor under the Bankruptcy Code (Title 11, United StatesCode) or any similar or successor statute.     22. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCEWITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE THAT WOULDRESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.     23. Jurisdiction. GUARANTOR HEREBY AGREES THAT ANY LEGAL ACTION OR PROCEEDING AGAINSTGUARANTOR WITH RESPECT TO THIS AGREEMENT OR ANY OTHER AGREEMENTS OR DOCUMENTS CONTEMPLATED HEREBYOR REFERRED TO HEREIN MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORKCITY OR OF THE UNITED STATES OF AMERICA
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FOR THE SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENTGUARANTOR ACCEPTS AND CONSENTS FOR ITSELF AND IN RESPECT TO ITS PROPERTY, GENERALLY ANDUNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS, and further consents (to the extentpermitted by applicable law) to the service of process in any such action or proceeding being madeupon Guarantor by mail at the address stated alongside its name on the signature page hereof or atsuch other address as Lender is notified of in accordance with Section 18 hereof. Guarantoragrees that Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New Yorkshall apply to this Agreement. Guarantor waives any right to stay or to dismiss any action orproceeding brought before any of said courts on the basis of forum non conveniens. Nothingherein shall limit the right of Lender to bring proceedings against Guarantor in the courts of anyother jurisdiction.     24. WAIVER OF JURY TRIAL. EACH OF LENDER AND GUARANTOR HEREBY KNOWINGLY, VOLUNTARILYAND INTENTIONALLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANYLITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHERAGREEMENT OR DOCUMENT RELATED HERETO, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS(WHETHER VERBAL OR WRITTEN), OR ACTIONS OF LENDER, GUARANTOR, THE BORROWER OR ANY AFFILIATE OF ANYTHEREOF. THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER TO ENTER INTO THE LOAN AGREEMENT ANDTHE OTHER LOAN DOCUMENTS.     25. FINAL AGREEMENT. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT:(A) THIS DOCUMENT REPRESENTS THE FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTERHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET, OR OTHER WRITTEN OUTLINE OFTERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERMSHEET, OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C)THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BECONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS ORUNDERSTANDINGS OF THE PARTIES.
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     The parties executed this agreement as of August ___, 2007, intending to create an instrumentexecuted under seal.         Attested to:   FRANKLIN CREDIT MANAGEMENT CORPORATION               BY:             Name:     Name        Title:           Address for notices to Lender: c/o Bank of Scotland565 Fifth AvenueNew York, NY 10017 Attn: Christine Renard, Senior Vice President   Address for notices:101 Hudson Street, 25th FloorJersey City, NJ 07302Attn: General Counsel  
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