Guaranty-Note and Agreement by bobzepfel


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                                      (Note and Agreement)

       For valuable consideration, receipt of which is hereby acknowledged, and as an
inducement to ___________________________ (the "Lender"), to loan $_____________ to
_______________________ ("Borrower") pursuant to a Note (the "Note") and to enter into a
____________________________ Agreement (the "Agreement") of even date herewith,
_____________________, an individual and a shareholder of Borrower ("Guarantor"), hereby
represents, warrants, covenants and agrees with the Lender as follows:

        1.      Guaranty. Guarantor hereby unconditionally guarantees and promises (a) to
perform, at the time and in the manner set forth in the Agreement, all of the terms, covenants and
conditions therein required to be kept, observed or performed by the Borrower, and (b) to pay, in
lawful money of the United States, all debts, liabilities and other amounts, or amounts equal
thereto, due or to become due to the Company, liquidated or unliquidated, under the Note.
Guarantor shall pay all of the foregoing amounts, or amounts equal thereto, and perform all of the
foregoing terms, covenants and conditions, notwithstanding that the Note or the Agreement may
be void or voidable as against the Borrower or any of the Borrower's creditors, including a trustee
in bankruptcy of the Borrower.

        2.       Continuing Guaranty. This Guaranty is a continuin
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