Sample Business Contracts


Personal Guaranty - Isaac Perlmutter and HSBC Bank USA


                                                                  EXECUTION COPY



                                PERSONAL GUARANTY
                                -----------------

      This PERSONAL GUARANTY (this  "Guaranty"),  dated as of November 30, 2001,
is made by ISAAC PERLMUTTER,  an individual having an address at the date hereof
at P.O. Box 1028, Lake Worth, FL 33460 (the "Guarantor"),  in favor of HSBC BANK
USA, as  administrative  agent (together with any  successor(s)  thereto in such
capacity,  the "Administrative  Agent") for each of the Secured Parties referred
to in the Credit Agreement (as defined below).

                              W I T N E S S E T H:
                              - - - - - - - - - -

      WHEREAS,  pursuant to the Credit Agreement,  dated as of November 30, 2001
(as amended, supplemented,  amended and restated or otherwise modified from time
to  time,  the  "Credit  Agreement"),   among  Marvel  Enterprises,   Inc.  (the
"Borrower"),  the various financial  institutions and other Persons from time to
time  parties  thereto  (the  "Lenders"),  the  Administrative  Agent  and  HSBC
Securities (USA),  Inc., as sole Lead Arranger and sole Bookrunner,  the Lenders
and the Issuer (such capitalized term, and other capitalized terms used in these
recitals  without  definition  to have  the  meaning  set  forth  in the  Credit
Agreement) have extended Commitments to make Credit Extensions to the Borrower;

      WHEREAS,  as a condition  precedent to the making of the Credit Extensions
(including  the  initial  Credit  Extension)  under the  Credit  Agreement,  the
Guarantor is required to execute and deliver this Guaranty;

      WHEREAS,  the Guarantor owns a substantial equity interest in the Borrower
and it is in the best  interest  of the  Guarantor  to  execute  this  Guaranty,
inasmuch as the Guarantor will derive  substantial  direct and indirect benefits
from the Credit  Extensions  made from time to time to the Borrower  pursuant to
the Credit Agreement; and

      WHEREAS, all obligations of the Guarantor pursuant to this Guaranty are
secured by the Perlmutter Security Agreement;

      NOW THEREFORE, for good and valuable consideration the receipt of which is
hereby  acknowledged,  and in order to induce the Lenders and the Issuer to make
Credit  Extensions  (including  the initial  Credit  Extension)  to the Borrower
pursuant  to  the  Credit  Agreement,  the  Guarantor  hereby  agrees  with  the
Administrative Agent, for the benefit of each Secured Party, as follows:

                                    ARTICLE I

                                   DEFINITIONS

      SECTION  1.1.   Certain  Terms.   The  following  terms  (whether  or  not
underscored)  when used in this  Guaranty,  including its preamble and recitals,
shall have the following  meanings (such definitions to be equally applicable to
the singular and plural forms thereof):

      "Administrative Agent" is defined in the preamble.

      "Borrower" is defined in the first recital.

<PAGE>

      "Credit Agreement" is defined in the first recital.

      "Guarantor" is defined in the preamble.

      "Guaranty" is defined in the preamble.

      "Lender" and "Lenders" are defined in the first recital.

      SECTION 1.2. Credit Agreement Definitions. Unless otherwise defined herein
or the context otherwise  requires,  terms used in this Guaranty,  including its
preamble and recitals, have the meanings provided in the Credit Agreement.

                                   ARTICLE II

                               GUARANTY PROVISIONS

      SECTION 2.1. Guaranty. The Guarantor hereby absolutely, unconditionally
and irrevocably

            (a)  guarantees the full and punctual  payment when due,  whether at
      stated maturity, by required prepayment, declaration, acceleration, demand
      or otherwise,  of (i) an amount equal to 25% of the principal  Obligations
      and/or  Reimbursement  Obligations  with respect to all Credit  Extensions
      made under the Credit Agreement and outstanding from time to time and (ii)
      an amount  equal to the  difference  between  the  amount  required  to be
      maintained in the Cash Reserve Accounts  pursuant to Section 7.1.10 of the
      Credit  Agreement and the amount on deposit in such Cash Reserve  Accounts
      from time to time at the end of each Fiscal Quarter; provided that (x) the
      amount  guaranteed any payable by the Guarantor  pursuant to this Guaranty
      at  any  time  under  the  foregoing   subclause  (ii)  shall  not  exceed
      $10,000,000 and the amount  guaranteed  under the foregoing subclauses (i)
      and (ii) shall not exceed $30,000,000 in the aggregate and (y) all amounts
      payable under this Guaranty shall be payable directly to (and only to) the
      Administrative Agent for the benefit of the Secured Parties, and

            (b) indemnifies and holds harmless the Administrative Agent and each
      other  Secured  Party  for any  and  all  costs  and  expenses  (including
      reasonable  attorney's fees and expenses)  incurred by the  Administrative
      Agent and such Secured Party in enforcing any rights under this Guaranty.

This  Guaranty  constitutes  a guaranty  of  payment  when due and not merely of
collection, and the Guarantor specifically agrees that it shall not be necessary
or  required  that any Secured  Party  exercise  any right,  assert any claim or
demand or enforce  any  remedy  whatsoever  against  the  Borrower  or any other
Obligor (or any other Person) before or as a condition to the obligations of the
Guarantor hereunder.

      SECTION 2.2.  Acceleration of Guaranty.  The Guarantor agrees that, in the
event of any  Default  described  in any of clauses  (a)  through (d) of Section
8.1.9 of the Credit  Agreement,  and if such Default  shall occur at a time when
any of the  Obligations  of the Borrower  may not then be due and  payable,  the
Guarantor agrees that it will pay to the Lenders forthwith the full amount which
would be payable  hereunder by the Guarantor if all such  Obligations  were then
due and payable.

      SECTION 2.3. Guaranty  Absolute,  etc. This Guaranty shall in all respects
be a continuing,  absolute,  unconditional and irrevocable  guaranty of payment,
and shall remain in full force and effect until all  Obligations of the Borrower
and each other Obligor have been paid in full, all  obligations of the Guarantor
hereunder,  if any,  shall have been paid in full,  all  Letters of Credit  have
terminated or expired,


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<PAGE>

all Rate Protection  Agreements  have been terminated and all Commitments  shall
have terminated.  The Guarantor  guarantees that the Obligations of the Borrower
and each other Obligor will be paid strictly in accordance with the terms of the
Credit Agreement and each other Loan Document under which they arise, regardless
of any law,  regulation or order now or hereafter in effect in any  jurisdiction
affecting  any of such terms or the  rights of any  Secured  Party with  respect
thereto.  The liability of the Guarantor  under this Guaranty shall be absolute,
unconditional and irrevocable irrespective of:

            (a) any lack of validity, legality or enforceability of any other
      Loan Document;

            (b) the failure of any Secured Party

                  (i) to assert any claim or demand or to  enforce  any right or
            remedy  against the Borrower,  any other Obligor or any other Person
            (including  any other  guarantor)  under the  provisions of any Loan
            Document or otherwise, or

                  (ii) to exercise any right or remedy against any other
            guarantor of, or collateral securing, any Obligations of the
            Borrower or any other Obligor;

            (c) any change in the time, manner or place of payment of, or in any
      other term of, all or any of the  Obligations of the Borrower or any other
      Obligor,  or any other extension,  compromise or renewal of any Obligation
      of the Borrower or any other Obligor;

            (d) any  reduction,  limitation,  impairment or  termination  of the
      Obligations of the Borrower or any other Obligor for any reason, including
      any claim of waiver,  release,  surrender,  alteration or compromise,  and
      shall not be subject to (and the  Guarantor  hereby waives any right to or
      claim of) any defense or setoff,  counterclaim,  recoupment or termination
      whatsoever  by  reason  of  the  invalidity,  illegality,  nongenuineness,
      irregularity,  compromise,  unenforceability  of,  or any  other  event or
      occurrence affecting,  the Obligations of the Borrower,  any other Obligor
      or otherwise;

            (e) any amendment to, rescission,  waiver, or other modification of,
      or any consent to departure from, any of the terms of the Credit Agreement
      or other Loan Document;

            (f) any addition,  exchange, release, surrender or non-perfection of
      any  collateral,  or any amendment to or waiver or release or addition of,
      or consent to  departure  from,  any other  guaranty,  held by any Secured
      Party  securing  any  of the  Obligations  of the  Borrower  or any  other
      Obligor; or

            (g) any  other  circumstance  which  might  otherwise  constitute  a
      defense available to, or a legal or equitable  discharge of, the Borrower,
      any other Obligor, any surety or any guarantor.

      SECTION 2.4.  Reinstatement,  etc. The Guarantor agrees that this Guaranty
shall continue to be effective or be  reinstated,  as the case may be, if at any
time any payment (in whole or in part) of any of the Obligations is rescinded or
must otherwise be restored by any Secured Party, upon the insolvency, bankruptcy
or  reorganization  (or similar  event) of the  Borrower,  any other  Obligor or
otherwise, all as though such payment had not been made.

      SECTION  2.5.  Waiver,   etc.  The  Guarantor  hereby  waives  promptness,
diligence,  notice of acceptance and any other notice with respect to any of the
Obligations  of the  Borrower  or any other  Obligor and this  Guaranty  and any
requirement  that any  Secured  Party  protect,  secure,  perfect  or insure any
security interest or Lien, or any property subject thereto, or exhaust any right
or take any action


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<PAGE>

against the Borrower, any other Obligor or any other Person (including any other
guarantor) or entity or any collateral  securing the Obligations of the Borrower
or any other Obligor, as the case may be.

      SECTION 2.6.  Postponement  of  Subrogation,  etc. The Guarantor  will not
exercise any rights which it may acquire by way of rights of  subrogation  under
this  Guaranty,  by any payment  made  hereunder  or  otherwise  (not  including
payments  expressly  permitted to be made under the Credit  Agreement) until the
prior payment,  in full and in cash, of all Obligations of the Borrower and each
other  Obligor,  the  termination  or expiration  of all Letters of Credit,  the
termination  of all  Rate  Protection  Agreements  and  the  termination  of all
Commitments. Any amount paid to the Guarantor on account of any such subrogation
rights prior to the payment in full of all  Obligations of the Borrower and each
other Obligor shall be held in trust for the benefit of the Secured  Parties and
shall  immediately  be paid to the  Administrative  Agent for the benefit of the
Secured Parties and credited and applied against the Obligations of the Borrower
and each other Obligor,  whether  matured or unmatured,  in accordance  with the
terms of the Credit Agreement; provided, however, that if

            (a) the Guarantor has made payment to the Secured Parties of all or
      any part of the Obligations of the Borrower or any other Obligor, and

            (b) the Termination Date has occurred,

each Secured  Party agrees that,  at the  Guarantor's  request and expense,  the
Administrative Agent, on behalf of the Secured Parties, will execute and deliver
to  the  Guarantor   appropriate   documents   (without   recourse  and  without
representation or warranty) necessary to evidence the transfer by subrogation to
the Guarantor of an interest in the  Obligations  of the Borrower and each other
Obligor  resulting  from such payment by the  Guarantor.  In  furtherance of the
foregoing,  prior to the  Termination  Date,  the  Guarantor  shall refrain from
taking any action or commencing any proceeding against the Borrower or any other
Obligor (or its successors or assigns,  whether in connection  with a bankruptcy
proceeding  or otherwise) to recover any amounts in the respect of payments made
under this Guaranty to any Secured Party.

      SECTION 2.7. Successors, Transferees and Assigns; Transfers of Notes, etc.
This Guaranty shall:

            (a) be binding upon the Guarantor, and his successors, transferees,
      assigns, estate, heirs and personal representatives; and

            (b) inure to the benefit of and be enforceable by the Administrative
      Agent and each other Secured Party.

Without  limiting the  generality  of the  foregoing  clause (b), any Lender may
assign or otherwise  transfer (in whole or in part) any Note or Credit Extension
held by it to any other Person or entity,  and such other Person or entity shall
thereupon  become vested with all rights and benefits in respect thereof granted
to such Lender under any Loan Document  (including  this Guaranty) or otherwise,
subject, however, to any contrary provisions in such assignment or transfer, and
to the provisions of Section 10.11 and Article IX of the Credit Agreement.

      SECTION 2.8. Payments; Application. The Guarantor hereby agrees with each
Secured Party as follows:

            (a) All payments  made by the  Guarantor  hereunder  will be made in
      Dollars to the  Administrative  Agent,  without  set-off,  counterclaim or
      other  defense and in  accordance  with  Sections  4.6, 4.7 and 4.9 of the
      Credit Agreement, free and clear of and without deduction for any


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<PAGE>

      Taxes,  the Guarantor  hereby  agreeing to comply with and be bound by the
      provisions of Sections 4.6, 4.7 and 4.9 of the Credit Agreement in respect
      of all payments made by him hereunder and the provisions of which Sections
      are  hereby  incorporated  into and made a part of this  Guaranty  by this
      reference  as if  set  forth  herein;  provided  that  references  to  the
      "Borrower"  in such  Sections  shall be  deemed  to be  references  to the
      Guarantor,  and  references  to "this  Agreement"  shall be  deemed  to be
      references to this Guaranty.

            (b) All payments  made  hereunder  shall be applied upon receipt (i)
      first,  to the  payment  of all  Obligations  owing to the  Administrative
      Agent;  (ii)  second,  after  payment in full of the amounts  specified in
      clause (b)(i), to the ratable payment of all other Obligations (other than
      Hedging  Obligations)  owing to the Secured  Parties;  (iii) third,  after
      payment in full of the amounts specified in clauses (b)(i) and (b)(ii), to
      the ratable payment of all Hedging  Obligations  with Lenders (at the time
      of creation  thereof or  thereafter  becoming  Lenders);  and (iv) fourth,
      after payment in full of the amounts specified in clauses (b)(i), (b)(ii),
      and (b)(iii),  and following the Termination Date, to the Guarantor or any
      other Person lawfully entitled to receive such surplus.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

            In order to induce  the  Secured  Parties  to enter  into the Credit
Agreement and make Credit Extensions  thereunder,  and to induce Secured Parties
to enter into Rate Protection Agreements,  the Guarantor represents and warrants
to each Secured Party as set forth in this Article.

      SECTION 3.1.  Competency.  The  Guarantor,  at the time of executing  this
Guaranty,  is  over  the  age of 18  years  and is of  sound  mind,  memory  and
understanding and not under any restraint or in any respect incompetent to enter
into this Guaranty and the Perlmutter Security Agreement.

      SECTION  3.2.   Non-Contravention,   Etc.  The  execution,   delivery  and
performance  by the  Guarantor  of this  Guaranty  and the  Perlmutter  Security
Agreement do not  contravene  or result in a default  under (a) any  contractual
restriction binding on or affecting the Guarantor, (b) any court decree or order
binding on or affecting the Guarantor or (c) any law or governmental  regulation
binding on or affecting the Guarantor.

      SECTION 3.3.  Government  Approval,  Regulation,  Etc. No authorization or
approval or other action by, and no notice to or filing with,  any  Governmental
Authority or other Person  (other than those that have been, or on the Effective
Date will be, duly obtained or made and which are, or on the Effective Date will
be, in full force and effect) is required for the  consummation of this Guaranty
and  the  Perlmutter  Security  Agreement  or the  due  execution,  delivery  or
performance  by the  Guarantor  of  this  Guaranty  or the  Perlmutter  Security
Agreement.

      SECTION 3.4.  Validity,  Etc.  This Guaranty and the  Perlmutter  Security
Agreement have been duly executed and delivered and constitute the legal,  valid
and binding  obligations of the Guarantor,  enforceable against the Guarantor in
accordance  with  their  respective   terms  (except,   in  any  case,  as  such
enforceability   may  be   limited   by   applicable   bankruptcy,   insolvency,
reorganization or similar laws from time to time in effect affecting  creditors'
rights generally and by general principles of equity).

      SECTION 3.5. Financial Information. The financial statements of the
Guarantor furnished to the Administrative Agent pursuant to Section 4.1.1
present fairly the financial condition of the Guarantor as at the dates thereof.
There are no material liabilities of the Guarantor of any kind whatsoever,
whether


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<PAGE>

accrued, contingent, absolute, determined, determinable, or otherwise, and there
is no  existing  condition,  situation  or  set  of  circumstances  which  could
reasonably  be  expected  to  result  in  such a  liability,  other  than  those
liabilities  provided for or disclosed in the most recently delivered  financial
statements.

      SECTION  3.6.  No  Material  Adverse  Change.  There has been no  material
adverse change in the net worth,  assets,  financial  condition,  or prospective
financial position of the Guarantor since December 31, 2000.

      Section  3.7.  Accuracy of  Information.  None of the factual  information
heretofore or contemporaneously furnished in writing to the Administrative Agent
by or on behalf of the Guarantor in  connection  with this Guaranty or any other
Loan  Document  contains any untrue  statement of a material  fact,  or omits to
state any material fact necessary to make any information not misleading, and no
other factual  information  hereafter furnished in connection with this Guaranty
or any Loan  Document by or on behalf of Guarantor to the  Administrative  Agent
will contain any untrue  statement of a material  fact or will omit to state any
material fact necessary to make any information not misleading on the date as of
which such information is dated or certified.

      SECTION  3.8.  Priority of Security  Interests.  The Liens  granted to the
Administrative  Agent in the Collateral  (as defined in the Perlmutter  Security
Agreement)  are  first  priority  (or the  local  equivalent  thereof)  security
interests and no Liens exist on any of the collateral described above other than
the  Liens  created  in favor of the  Administrative  Agent  pursuant  to a Loan
Document.

      SECTION 3.9.  Further  Assurances.  The Guarantor  represents  that he has
knowledge of the Borrower's  and each other  Obligor's  financial  condition and
affairs  and that he has  adequate  means to obtain from the  Borrower  and each
other  Obligor on an  ongoing  basis  information  relating  thereto  and to the
Borrower's and such Obligor's  ability to pay and perform the  Obligations,  and
agrees to assume the  responsibility  for remaining  informed as to such matters
for so long as this Guaranty is in effect. The Guarantor acknowledges and agrees
that the Secured  Parties shall have no obligation to investigate  the financial
condition  or affairs of any  Obligor for the  benefit of the  Guarantor  nor to
advise the  Guarantor of any fact  respecting,  or any change in, the  financial
condition  or affairs of the  Borrower or any other  Obligor  that might  become
known to any Secured Party at any time,  whether or not such Secured Party knows
or  believes  or has reason to know or  believe  that any such fact or change is
unknown to the Guarantor, or might (or does) materially increase the risk of the
Guarantor  as  guarantor,  or might (or  would)  affect the  willingness  of the
Guarantor to continue as a guarantor of the Obligations.

                                   ARTICLE IV

                                 COVENANTS, ETC.

      SECTION 4.1. Covenants. The Guarantor covenants and agrees that at all
times prior to the Termination Date he will perform or cause to be performed the
obligations set forth below.

      SECTION 4.1.1. Financial Information, Reports, Notices, Etc. The Guarantor
will furnish or cause to be furnished to the Administrative  Agent copies of the
following financial  statements,  reports,  notices and information (all in form
reasonably satisfactory to the Administrative Agent):

      (a)  promptly  after  becoming  available  and in any event within 90 days
after  the  end of  each  calendar  year,  a copy of the  balance  sheet  of the
Guarantor  and the related  statements  of income and cash flow of the Guarantor
for such  calendar year setting  forth in  comparative  form the figures for the
immediately  preceding  calendar  year,  such  annual  statements  to be audited
(without any  Impermissible  Qualification)  by independent  public  accountants
acceptable to the Administrative Agent;


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<PAGE>

      (b) such other  financial and other  information  related to the Guarantor
and the  transactions  contemplated by the Loan Documents as the  Administrative
Agent may from time to time reasonably request.

      SECTION 4.1.2.  Collateral  Accounts,  Etc. The Guarantor will maintain an
amount equal to at least  $20,000,000 in the  Collateral  Account (as defined in
the  Perlmutter  Security  Agreement) as of the last Business Day of each Fiscal
Quarter.

                                    ARTICLE V

                            MISCELLANEOUS PROVISIONS

      SECTION 5.1. Loan  Document.  This  Guaranty is a Loan  Document  executed
pursuant to the Credit Agreement and shall (unless otherwise expressly indicated
herein) be construed,  administered and applied in accordance with the terms and
provisions thereof, including Article X thereof.

      SECTION 5.2. Binding on Successors,  Transferees and Assigns;  Assignment.
In addition to, and not in limitation  of,  Section 2.7, this Guaranty  shall be
binding upon the Guarantor and his  successors,  transferees,  assigns,  estate,
heirs and  personal  representatives  and shall  inure to the  benefit of and be
enforceable by each Secured Party and their respective  successors,  transferees
and assigns (to the full extent  provided  pursuant to Section  2.7);  provided,
however,  that the  Guarantor  may not assign any of his  obligations  hereunder
without the prior written consent of the Required Lenders.

      SECTION 5.3.  Amendments,  etc. No amendment to or waiver of any provision
of this Guaranty, nor consent to any departure by the Guarantor herefrom,  shall
in any event be effective  unless the same shall be in writing and signed by the
Guarantor and the Administrative Agent (on behalf of the Lenders or the Required
Lenders,  as the case may be) and then such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given.

      SECTION 5.4. Notices.  All notices and other  communications  provided for
hereunder shall be in writing (including telegraphic  communication) and, mailed
or  telecopied or delivered,  if to the  Guarantor,  at the address or facsimile
number of the Guarantor specified on the signature page hereto, and if to to the
Administrative Agent, at its address or facsimile number specified in the Credit
Agreement,  or, in either case, at such other address or facsimile number as may
be  designated  by any such  party in a notice  to the other  parties.  All such
notices  and other  communications,  when  mailed and  properly  addressed  with
postage prepaid or if properly  addressed and sent by pre-paid  courier service,
shall be deemed  given  when  received;  any such  notice or  communication,  if
transmitted  by  telecopier,   shall  be  deemed  given  when   transmitted  and
electronically confirmed.

      SECTION 5.5. No Waiver;  Remedies.  In addition to, and not in  limitation
of,  Section 2.3 and Section 2.5, no failure on the part of any Secured Party to
exercise,  and no delay in exercising,  any right  hereunder  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.  The remedies  herein  provided are  cumulative  and not exclusive of any
remedies provided by law.

      SECTION 5.6. Captions. Section captions used in this Guaranty are for
convenience of reference only, and shall not affect the construction of this
Guaranty.

      SECTION 5.7. Setoff.  In addition to, and not in limitation of, any rights
of any  Secured  Party  under  applicable  law,  each  Secured  Party,  upon the
occurrence and  continuance of any Event of Default  described in any of clauses
(a) through (d) of Section 8.1.9 of the Credit Agreement and, to the extent that


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<PAGE>

the  obligations  of this  Guaranty  cannot  be  satisfied  from the  Collateral
Account,  shall have the right to  appropriate  and apply to the  payment of the
obligations of the Guarantor owing to it hereunder, whether or not then due, and
the Guarantor hereby grants to each Secured Party a continuing security interest
in, any and all balances, credits, deposits, accounts or moneys of the Guarantor
then or thereafter maintained with such Secured Party or any agent or bailee for
such  Secured  Party;  provided,   however,  that  any  such  appropriation  and
application  shall be subject  to the  provisions  of Section  4.8 of the Credit
Agreement.

      SECTION  5.8.  Severability.  Wherever  possible  each  provision  of this
Guaranty  shall be interpreted in such manner as to be effective and valid under
applicable  law, but if any provision of this Guaranty shall be prohibited by or
invalid under such law, such  provision  shall be  ineffective  to the extent of
such  prohibition  or  invalidity,  without  invalidating  the remainder of such
provision or the remaining provisions of this Guaranty.

      SECTION 5.9. Governing Law, Entire Agreement,  etc. THIS GUARANTY SHALL BE
DEEMED TO BE A CONTRACT  MADE UNDER AND  GOVERNED  BY THE  INTERNAL  LAWS OF THE
STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE  SECTIONS 5-1401 AND 5-1402 OF THE
GENERAL  OBLIGATIONS LAW OF THE STATE OF NEW YORK).  THIS GUARANTY AND THE OTHER
LOAN DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH
RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN
OR ORAL, WITH RESPECT THERETO.

      SECTION 5.10. Forum Selection and Consent to Jurisdiction.  ANY LITIGATION
BASED HEREON,  OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS GUARANTY OR
ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER  ORAL OR WRITTEN) OR ACTIONS OF THE  SECURED  PARTIES OR THE  GUARANTOR
SHALL BE BROUGHT AND MAINTAINED IN THE COURTS OF THE STATE OF NEW YORK, NEW YORK
COUNTY OR IN THE UNITED STATES  DISTRICT COURT FOR THE SOUTHERN  DISTRICT OF NEW
YORK; PROVIDED,  HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY PROPERTY
MAY BE  BROUGHT,  AT THE  ADMINISTRATIVE  AGENT'S  OPTION,  IN THE COURTS OF ANY
JURISDICTION WHERE SUCH PROPERTY MAY BE FOUND. THE GUARANTOR FURTHER IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL,  POSTAGE  PREPAID,  OR BY
PERSONAL  SERVICE  WITHIN OR WITHOUT  THE STATE OF NEW YORK AT THE  ADDRESS  FOR
NOTICES SPECIFIED IN SECTION 10.2 OF THE CREDIT AGREEMENT.  THE GUARANTOR HEREBY
EXPRESSLY AND IRREVOCABLY  WAIVES,  TO THE FULLEST EXTENT  PERMITTED BY LAW, ANY
OBJECTION  WHICH HE MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY
SUCH  LITIGATION  BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT
ANY SUCH  LITIGATION HAS BEEN BROUGHT IN AN  INCONVENIENT  FORUM.  TO THE EXTENT
THAT THE GUARANTOR  HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM  JURISDICTION
OF ANY COURT OR FROM ANY LEGAL  PROCESS  (WHETHER  THROUGH  SERVICE  OR  NOTICE,
ATTACHMENT PRIOR TO JUDGMENT,  ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH
RESPECT TO HIMSELF OR HIS PROPERTY,  THE GUARANTOR HEREBY  IRREVOCABLY WAIVES TO
THE FULLEST  EXTENT  PERMITTED BY APPLICABLE LAW SUCH IMMUNITY IN RESPECT OF HIS
OBLIGATIONS UNDER THIS GUARANTY AND THE OTHER LOAN DOCUMENTS.

      SECTION 5.11. Waiver of Jury Trial. THE ADMINISTRATIVE AGENT ON BEHALF OF
THE SECURED PARTIES AND THE GUARANTOR HEREBY KNOWINGLY,


                                        8
<PAGE>

VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY OR HE MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION BASED HEREON,  OR ARISING OUT OF, UNDER, OR IN
CONNECTION  WITH,  THIS  GUARANTY  OR ANY OTHER LOAN  DOCUMENT  OR ANY COURSE OF
CONDUCT,  COURSE OF DEALING,  STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF
THE SECURED PARTIES OR THE GUARANTOR.  THE ADMINISTRATIVE AGENT ON BEHALF OF THE
SECURED PARTIES AND THE GUARANTOR EACH  ACKNOWLEDGES AND AGREES THAT THEY AND HE
HAVE RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS
PROVISION  IS A MATERIAL  INDUCEMENT  FOR THE LENDERS  ENTERING  INTO THE CREDIT
AGREEMENT.

      SECTION 5.12. Counterparts. This Guaranty may be executed by the parties
hereto in several counterparts, each of which shall be deemed to be an original
and all of which shall constitute together but one and the same agreement.

      SECTION  5.13.   Acknowledgement  and  Agreement.   The  Guarantor  hereby
expressly  acknowledges  and  agrees  that (a) the  provisions  of the final two
sentences of the third  paragraph of the Commitment  Letter dated  September 28,
2001  between the  Borrower and the Arranger  shall  survive the  execution  and
delivery of this Guaranty and the Guarantor  agrees  promptly to take all action
at its expense  reasonably  necessary to effectuate  such provisions and (b) the
representations  and warranties made by the Guarantor in any Loan Document shall
survive the execution and delivery of such Loan Document.



                                        9
<PAGE>


            IN WITNESS  WHEREOF,  the Guarantor has executed and delivered  this
Guaranty as of the date first above written.

                                GUARANTOR:

                              /s/ Isaac Perlmutter
                                ------------------------------------
                                Isaac Perlmutter
                                    Address:   P.O. Box 1028
                                               Lake Worth, FL 33460









Acknowledge and Accepted:
HSBC BANK USA,
  as Administrative Agent

By /s/ Vivek Khanna
   --------------------
   Title: Vice President


<PAGE>



STATE OF FLORIDA                    )
                                    ) ss.
COUNTY OF ________________          )

            On November 28, 2001 before me, Susanne Cipriani, a Notary Public in
and for said State, personally appeared ISAAC PERLMUTTER, personally known to me
(or proved to me on the basis of  satisfactory  evidence) to be the person whose
name is  subscribed  to the within  instrument  and  acknowledged  to me that he
executed the same.

            WITNESS my hand and official seal.

                                                  /s/ Susanne Cipriani
                                                  --------------------------
                                                  Signature

<PAGE>


                                                                         Annex I
                                                                         -------



                                   Disclosures
                                   -----------


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