Copyright Envision Corporation. 2002. All rights reserved.

Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

PAYMENT GUARANTY

!his Pay0ent #1aranty 2the 3#1aranty34 is 0ade and effective the 5%A!E6+

BETWEEN:

[CREDITOR NAME] 2the 3Creditor34+ a corporation organi7ed and e8isting 1nder the laws of the 5S!A!E9P&(- $CE6+ with its head office located at:

AND:

[GUARANTOR NAME] 2the 3#1arantor34+ a corporation organi7ed and e8isting 1nder the laws of the 5S!A!E9P&(- $CE6+ with its head office located at:

RECITALS

!his #1aranty is a contin1ing g1aranty given by the #1arantor to Creditor.

/)E&EAS+ 5$A.E (, %E*!(&6 2;%ebtor<4 is si01ltaneo1sly entering into a set of agree0ents on the date hereof 2the ;Agree0ents<4 with Creditor or its affiliates= and

/)E&EAS+ #1arantor for their own interests wish to ind1ce Creditor to enter into the Agree0ents= and

/)E&EAS+ Creditor has advised #1arantor that Creditor will not enter into the Agree0ents 1nless+ inter alia+ #1arantor 1nconditionally g1arantees p1rs1ant hereto the perfor0ance of all of %ebtor>s obligations arising o1t of or in connection with the Agree0ents=

$(/+ !)E&E,(&E+ in consideration of the foregoing+ the parties hereto agree as follows:

1.

THE GUARANTY

Pay0ent #1aranty

Page ? of @

 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

#1arantor acAnowledges to be aware of the ter0s and conditions of the Agree0ents+ and does hereby irrevocably and 1nconditionally g1aranty+ witho1t offset or ded1ction+ Bointly and severally+ the d1e and p1nct1al pay0ent when d1e by %ebtor of all 0oneys now or hereafter d1e Creditor p1rs1ant to the Agree0ents 2collectively+ ;Pay0ent (bligations<4 and the pro0pt and proper perfor0ance by %ebtor of all of its obligations to Creditor p1rs1ant to the Agree0ents+ other than those relating to the pay0ent of 0oney 2collectively+ ;$onCPay0ent (bligations<4 2all s1ch Pay0ent (bligations and $onCPay0ent (bligations being hereinafter collectively referred to as the ;(bligations<4. #1arantor agrees that in the event that %ebtor fails to pay any Pay0ent (bligation or perfor0 any $onCPay0ent (bligation for any reason whatsoever 2incl1ding+ witho1t li0itation+ the liD1idation+ insolvency+ banAr1ptcy+ reorgani7ation+ arrange0ent or readB1st0ent of+ or other si0ilar proceedings affecting the stat1s+ e8istence+ assets or obligations of+ %ebtor+ or the disaffir0ance with respect to %ebtor of any of the Agree0ents4+ #1arantor will pro0ptly pay or perfor0+ as the case 0ay be+ s1ch (bligations 1pon de0and of Creditor. !o the f1llest e8tent per0itted by law+ the obligations of #1arantor here1nder shall not be affected by 2a4 any lacA in the gen1ineness+ validity+ reg1larity or enforceability of any of the %ebtor>s obligations 1nder the Agree0ents= 2b4 any direction of application by %ebtor or any other party= 2c4 any other contin1ing or other g1aranty or 1ndertaAing or the taAing or releasing by Creditor of any sec1rity or any f1rther sec1rity in connection with the Agree0ents= 2d4 any pay0ent on or in red1ction of any other g1aranty or 1ndertaAing= or 2e4 any dissol1tion+ ter0ination+ or increase+ decrease or changes of personnel of %ebtor.

2.

WAIVER OF DEFENSES

#1arantor waives any right to reD1ire Creditor to 2a4 proceed against %ebtor= 2b4 proceed against or e8ha1st any sec1rity held fro0 %ebtor= or 2c4 p1rs1e any other re0edy in Creditor>s power whatsoever. #1arantor waives any defense based on or arising o1t of any defense of %ebtor other than pay0ent in f1ll and perfor0ance of the (bligations+ incl1ding witho1t li0itation any defense based on or arising o1t of the disability of %ebtor+ the 1nenforceability of the (bligations or any part thereof fro0 any ca1se+ or the cessation fro0 any ca1se of the liability of %ebtor other than pay0ent in f1ll and perfor0ance of the (bligations. Creditor 0ay+ at its election+ foreclose on any sec1rity held by Creditor by one or 0ore B1dicial sales+ whether or not every aspect of any s1ch sale is co00ercially reasonable+ or e8ercise any other right or re0edy Creditor 0ay have against %ebtor+ or any sec1rity+ witho1t affecting or i0pairing in any way the liability of #1arantor 1nder this #1aranty+ e8cept to the e8tent the (bligations have been paid or perfor0ed. #1arantor waives any defense arising o1t of s1ch an election by Creditor+ even if the election operates to i0pair or e8ting1ish any right of rei0b1rse0ent or s1brogation or other right or re0edy of #1arantor against %ebtor or any sec1rity. #1arantor waives all present0ents+ de0ands for perfor0ance+ notices of protest+ notices of dishonor and notices of acceptances of this #1aranty. #1arantor ass10es all responsibility for Aeeping infor0ed of %ebtor>s financial condition and assets+ and of all other circ10stances bearing 1pon the risA of nonpay0ent or nonperfor0ance of the (bligations and the nat1re+ scope+ and e8tent of the risAs that #1arantor ass10es and inc1rs 1nder this #1aranty+ and agrees that Creditor shall have no d1ty to advise #1arantor of infor0ation Anown to it regarding those circ10stances or risAs.

3.

GUARANTY ABSOLUTE AND CONTINUING

Pay0ent #1aranty

Page 2 of @

 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

!o the f1llest e8tent per0itted by law+ #1arantor agrees that its obligations here1nder are absol1te and shall not be affected by 2a4 any fail1re of Creditor+ inadvertent or deliberate+ to protect+ sec1re+ ins1re+ perfect or reali7e 1pon+ or any negligence by Creditor with respect to+ any collateral+ sec1rity interest or lien which 0ay sec1re any (bligations or the obligations of #1arantor here1nder+ 2b4 any a0end0ent+ waiver+ renewal+ co0pro0ise+ e8tension+ acceleration or other 0odification of the ter0s of the Agree0ents or 2c4 any other circ10stances which 0ight otherwise constit1te a legal or eD1itable defense to or discharge of the obligation of a s1rety or a g1arantor. !his is a contin1ing g1aranty of pay0ent with respect to the Pay0ent (bligations and not of collection. A separate action or actions 0ay be bro1ght and prosec1ted against #1arantor whether or not action is bro1ght against %ebtor or whether or not %ebtor be Boined in any s1ch action or actions. #1arantor waives+ to the f1llest e8tent per0itted by law+ the benefit of any stat1te of li0itations affecting their liability 1nder this #1aranty. Any pay0ent by %ebtor or other circ10stance that operates to toll any stat1te of li0itations as to %ebtor shall also operate to toll the stat1te of li0itations as to #1arantor. f any #1arantor is a 0arried person+ he or she agrees that reco1rse 0ay be had against his separate property for his obligations 1nder the #1aranty.

4.

ENFORCEABILITY OF GUARANTY

n the event that Creditor shall be stayed or otherwise precl1ded by any law or r1le+ or any order of any co1rt+ fro0 proceeding against %ebtor with respect to any Pay0ent (bligations+ #1arantor hereby agrees to the f1llest e8tent per0itted by law+ that for p1rposes of this #1aranty Creditor 0ay nevertheless ca1se s1ch Pay0ent (bligations to beco0e i00ediately d1e and payable by #1arantor by a notice to s1ch effect= and that #1arantor shall there1pon pay all s1ch Pay0ent (bligations in f1ll or+ as Creditor 0ay direct+ p1rchase all s1ch Pay0ent (bligations owed to Creditor 2witho1t reco1rse4 by paying the f1ll a0o1nt thereof to Creditor in cash.

5.

SUBSEQUENT RECOVERY FROM CREDITOR

f any clai0 is ever 0ade 1pon Creditor for repay0ent or recovery of any a0o1nt or a0o1nts received by it in pay0ent or on acco1nt of any of the (bligations+ Creditor shall pro0ptly notify #1arantor and e8tend to #1arantor reasonable opport1nity to defend the sa0e at the e8pense of #1arantor+ and if Creditor repays all or part of said a0o1nt by reason of 2a4 any B1dg0ent+ decree or order of any co1rt or ad0inistrative body or 2b4 any settle0ent or co0pro0ise of any s1ch clai0 effected in good faith by Creditor with any s1ch clai0ant+ #1arantor agrees that any s1ch B1dg0ent+ decree+ order+ settle0ent or co0pro0ise shall be binding 1pon #1arantor+ and #1arantor shall be and re0ain liable to Creditor here1nder for the a0o1nt so repaid or recovered to the sa0e e8tent as if s1ch a0o1nt had never originally been received by Creditor.

Pay0ent #1aranty

Page E of @

 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

6.

SUBORDINATION

Any indebtedness of %ebtor now or hereafter held by #1arantor is hereby s1bordinated to the indebtedness of %ebtor to Creditor+ and all s1ch indebtedness of %ebtor to #1arantor+ if Creditor so reD1ests+ shall be collected+ enforced+ and received by #1arantor as tr1stee for Creditor and be paid over to Creditor on acco1nt of the indebtedness of %ebtor to Creditor+ witho1t affecting or i0pairing in any 0anner the liability of #1arantor 1nder the other provisions of this #1aranty.

7.

WAIVER; MODIFICATION

$o delay on the part of Creditor in e8ercising any of its options+ powers+ or rights+ and no partial or single e8ercise thereof+ shall constit1te a waiver thereof. $o waiver of any of its rights here1nder+ and no 0odification or a0end0ent of this #1aranty+ shall be dee0ed to be 0ade by Creditor 1nless the sa0e shall be in writing+ d1ly signed on behalf of Creditor and each s1ch waiver+ if any+ shall apply only with respect to the specific instance involved+ and shall in no way i0pair the right of Creditor or the obligations of #1arantor in any other respect at any other ti0e.

8.

GOVERNING LAW

!his #1aranty and the rights and obligations of Creditor and of #1arantor here1nder shall be governed and constr1ed in accordance with the laws of the State of 5S!A!E9P&(- $CE6+ witho1t regard to conflicts of law principles+ and shall be binding 1pon #1arantor and its s1ccessors and assigns+ and this #1aranty shall in1re to the benefit of and be enforceable by Creditor and its s1ccessors and assigns.

9.

ASSIGNMENT BY CREDITOR

#1arantor agrees that Creditor 0ay assign witho1t notice all or a part of its rights here1nder and #1arantor agrees+ in s1ch case+ that any s1ch assignee shall have the rights of Creditor here1nder and f1rther agrees to perfor0 any s1ch assigned obligations for the benefit of any s1ch assignee.

Pay0ent #1aranty

Page F of @

 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

10. INVALIDITY AND CONSTRUCTION

f any provision of this #1aranty contravenes or is held invalid 1nder the laws of any B1risdiction+ this #1aranty shall be constr1ed as tho1gh it did not contain that provision+ and the rights and liabilities of the parties to this #1aranty shall be constr1ed and enforced accordingly. !his #1aranty shall be constr1ed as to its fair 0eaning and not strictly for or against Creditor or #1arantor.

11. NOTICES, DEMANDS

Any notice+ de0and or reD1est here1nder shall be in writing and shall be dee0ed to have been validly given or 0ade 1pon delivery+ if personally delivered+ or on the date 0ailed+ if 0ailed postage prepaid+ by first class 0ail+ addressed to the party to be notified at the address set forth after its or his or her na0e on the signat1re page hereof or to s1ch other address as any party 0ay hereafter designate for itself or hi0self or herself by written notice to the other parties in the 0anner herein prescribed.

12. JOINT AND SEVERAL OBLIGATIONS

!he obligations here1nder are Boint and several+ and independent of the obligations of %ebtor+ and a separate action or actions 0ay be bro1ght and prosec1ted against any or all of the #1arantor whether action is bro1ght against %ebtor or whether %ebtor be Boined in any s1ch action or actions= and #1arantor waives the benefit of any stat1te of li0itations affecting his or her liability here1nder or the enforce0ent thereof.

13. WAIVER OF SUBROGATION AND CONTRIBUTION RIGHTS

#1arantor hereby irrevocably waives any rights which 0ay be acD1ired by way of s1brogation 1nder this #1aranty or any of the Agree0ents+ by any pay0ent 0ade here1nder or otherwise+ incl1ding witho1t li0itation+ the right to taAe or receive fro0 %ebtor+ directly or indirectly+ in cash or other property or by setoff or in any other 0anner+ pay0ent or sec1rity on acco1nt of s1ch s1brogation rights. #1arantor hereby irrevocably agrees+ to the f1llest e8tent per0itted by law+ that they will not e8ercise any rights which they 0ay acD1ire by way of contrib1tion+ rei0b1rse0ent+ inde0nification or e8oneration 1nder this #1aranty or any of the Agree0ents+ by any pay0ent 0ade here1nder or otherwise+ all of s1ch rights being e8pressly waived herein+ incl1ding witho1t li0itation+ the right to taAe or receive fro0 any other #1arantor+ directly or indirectly+ in cash or other property or by set off or in any other 0anner+ pay0ent or sec1rity on acco1nt of s1ch contrib1tion rights.

Pay0ent #1aranty

Page G of @

 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

14. ATTORNEYS' FEES

#1arantor agrees to pay reasonable attorneys> fees and all other costs and e8penses which 0ay be inc1rred by Creditor in the enforce0ent of this #1aranty.

$ / !$ESS /)E&E(,+ #1arantor has ca1sed this #1aranty to be d1ly e8ec1ted and delivered to Creditor as of the day and year written below.

C&E% !(&

#UA&A$!(&

A1thori7ed Signat1re

A1thori7ed Signat1re

Print $a0e and !itle

Print $a0e and !itle

Pay0ent #1aranty

Page @ of @