Guarantee

TO: [Name of Vendor] (the “Vendor”)

RE: [Name of Purchaser] (the “Purchaser”) Purchase from the Vendor of the Assets of
[Name of Purchased Business], [Address of Purchased Business] pursuant to an
Asset Purchase Agreement dated as of [Date of Asset Purchase Agreement] (the
"Purchase Agreement") among the Vendor and the Purchaser

FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby

acknowledged, the undersigned, [Name of Guarantor] (the “Guarantor”) hereby unconditionally
guarantees to the Vendor, payment and performance by the Purchaser of all amounts owing to the
Vendor and performance of all obligations of the Purchaser under the Purchase Agreement
(collectively the “Obligations”) and indemnifies the Vendor as a debtor and not simply as a
surety.

The Guarantor hereby further agrees with the Vendor as follows:

1. The Vendor shall not be bound to exhaust its recourse against the Purchaser or others of
any securities it may at any time hold before being entitled to payment and performance
from the Guarantor of the Obligations. The Guarantor renounces to all benefits of
discussion and division.

2. This Guarantee shall not be affected by any change in the name of the Purchaser, or by
any change whatsoever in the objects, capital structure or constitution of the Purchaser, or
by the sale of the Purchaser’s business or any part thereof or by the Purchaser being
amalgamated with any corporation, but shall, notwithstanding any such event, continue to
apply to all Obligations; and in the case of the Debtor being amalgamated with a
corporation, this guarantee shall apply to the liabilities of the resulting corporation, and the
term " Purchaser " shall include each such resulting partnership and corporation, or by the
insolvency, bankruptcy, dissolution, winding up or incapacity of the Purchaser, but shall
notwithstanding the happening of any such event continue to apply to the Obligations.

3. The Guarantor shall be bound by any account settled between the Vendor and the
Purchaser, and if no such account has been so settled immediately before demand for
payment under this Guarantee any account stated by the Vendor shall be accepted by the
Guarantor as conclusive evidence of the amount which at the date of the account so stated
is due by the Purchaser to the Vendor or remains unpaid by the Purchaser to the Vendor.

4. No suit based on this Guarantee shall be instituted until demand for payment has been
made, and demand for payment shall be deemed to have been effectually made upon the
Guarantor if and when an envelope containing such demand, addressed to the Guarantor
as follows:

[Address of Guarantor]
 -2-

is posted, postage prepaid, in the post office. Moreover, when demand for
payment has been made, the Guarantor shall also be liable to the Vendor for all
legal costs (on a solicitor and client basis) incurred by or on behalf of the Vendor
resulting from any action instituted on the basis of this Guarantee.

5. This Guarantee shall extend to and enure to the benefit of the Vendor and its heirs,
executors, successors and assigns, and every reference herein to the Guarantor is a
reference to and shall be construed as including the Guarantor and its successors and
assigns or of each of them or of any of them, as the case may be, to and upon all of whom
this Guarantee shall extend and be binding.

6. This Guarantee shall be governed by the laws of the State of [State (ie. California)].

IN WITNESS WHEREOF the Guarantor has executed this Guarantee as of [Date of Guarantee
(ie. July 31, 2002)].

Witness [NAME OF GUARANTOR]