(v) the existence of any claim, set-off or other rights which Guarantor may
have any time against Customer, Company or any other corporation or person,
whether in connection herewith or in connection with any unrelated transaction;
provided that nothing herein shall prevent the assertion of any such claim by
separate suit or compulsory counterclaim;
   
(vi) the invalidity or unenforceability in whole or in part of the Contract(s)
or any Guaranteed Obligations or any instrument evidencing any Guaranteed
Obligations, or any provision of applicable law or regulation purporting to
prohibit payment by Customer of amounts to be paid by it under the Contract(s)
or any of the Guaranteed Obligations;
   
(vii) any other act or omission to act or delay of any kind of Customer or
Company which might, but for the provisions of this paragraph, constitute a
legal or equitable discharge of Guarantor s obligations
hereunder.
   
     3.   Term: Reinstatement in Certain Circumstances.  The term of this Guaranty
shall be the same as the term of the Contract(s); provided, however, that
termination of the Contract(s) shall not release Guarantor from liability for
any Guaranteed Obligations arising prior to the effective date of such
termination or during any grace period post-termination.  If at any time any
payment of any of the Guaranteed Obligations is rescinded or must be otherwise
restored or returned upon the insolvency, bankruptcy or reorganization of
Customer or otherwise, Guarantor s obligations hereunder with respect to such
payment shall be reinstated at such time as though such payment had not been
made.
   
     4.   Waiver by Guarantor.  Guarantor irrevocably waives acceptance hereof,
diligence, presentment, demand, protest, notice of dishonor, notice of any sale
of collateral and any notice not provided for herein, any right of subrogation
to Customer s rights against Company under the Contract(s) or otherwise, and
any requirement that at any time any person exhaust any right to take any
action against Customer or its assets or any other guarantor or
person.
   
     5.   Subrogation.  Upon making any payment hereunder, Guarantor shall be
subrogated to the rights of Company against Customer with respect to such
payment; provided, that Guarantor shall not enforce any right or receive any
payment by way of subrogation until all of the Guaranteed Obligations then due
shall have been paid in full and Company agrees to take, at Guarantor s sole
expense, such steps as Guarantor may reasonably request to implement such
subrogation.
   
     6.   Stay of Acceleration Ineffective with Respect to Guarantor.  In the event
that acceleration of the time for payment of any amount payable by Customer
under the Contract(s) is stayed upon the insolvency, bankruptcy or
reorganization of Customer, all such amounts otherwise subject to acceleration
or required to be paid upon an early termination pursuant to the terms of the
Contract(s) shall nonetheless be payable by the Guarantor hereunder forthwith
on demand by Company.