BOUNDLESS CORP
GUARANTY
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>10
<FILENAME>d51026_ex10-8.txt
<DESCRIPTION>GUARANTY
<TEXT>

                                                                    Exhibit 10.8

                                    GUARANTY

                                                        Date: June 27, 2002

THE CIT GROUP/BUSINESS CREDIT, INC.
1211 Avenue of the Americas
New York, New York  10036

      Re:   Boundless Technologies, Inc. and Boundless Manufacturing Services,
            Inc. (each a "Company" and collectively, the "Companies")

Ladies and Gentlemen:

      Reference is made to that certain Financing Agreement dated June 27, 2002
as amended (herein the "Agreement") between you and the above-named Companies.
Each of the undersigned (each a "Guarantor" and collectively the "Guarantors")
hereby unconditionally jointly and severally guarantees and agrees to be liable
for the full and indefeasible payment and performance when due of all now
existing and future indebtedness, obligations or liabilities of each of the
Companies to you, howsoever arising, whether direct or indirect, absolute or
contingent, secured or unsecured, whether arising under the Agreement as now
written or as amended or supplemented hereafter, or by operation of law or
otherwise, including, without limitation, all Obligations (as defined in the
Agreement) of each of the Companies to you. This Guaranty is also an
unconditional guarantee by the Guarantor of all of the liabilities and
obligations of all other persons or entities issuing guaranties of the
Obligations pursuant to the term of the Agreement. Further, each of the
Guarantors jointly and severally agrees to pay to you on demand the amount of
all expenses (including reasonable attorney's fees) incurred by you in
collecting or attempting to collect any of the obligations of the Companies or
either of them to you, whether from the Companies, or either of them or from any
other obligor, or from the Guarantors, or in realizing upon any collateral; and
agrees to pay any interest at the highest lawful rate on all amounts payable to
you hereunder, even if such amount cannot be collected from the Companies or
either of them. (All of the aforementioned obligations, liabilities, expenses
and interest are hereinafter collectively called the "Obligations"). To the
extent you receive payment on account of Obligations guaranteed hereby, which
payment is thereafter set aside or required to be repaid by you in whole or in
part, then, to the extent of any sum not finally retained by you (regardless of
whether such sum is recovered from you by any Company, its trustee, or any other
party acting for, on behalf of or through such Company or its representative),
the Guarantors' obligation to you under this Guaranty, as amended, modified or
supplemented, shall remain in full force and effect (or be reinstated) until the
Guarantors have made payment to you therefor,


                                      -1-
<PAGE>

which payment shall be due upon demand.

      This Guaranty is executed as an inducement to you to make loans or
advances to the Companies or either of them or otherwise to extend credit or
financial accommodations to the Companies, or either of them or to enter into or
continue a financing arrangement with the Companies, or either of them, and is
executed in consideration of your doing or having done any of the foregoing.
Each of the Guarantors agrees that any of the foregoing shall be done or
extended by you in your sole discretion, and shall be deemed to have been done
or extended by you in consideration of and in reliance upon the execution of
this Guaranty, but that nothing herein shall obligate you to do any of the
foregoing.

      Notice of acceptance of this Guaranty, the making of loans or advances, or
the extension of credit under the Agreement, the amendment, execution or
termination of the Agreement or any other agreements in connection therewith,
and presentment, demand, protest, notice of protest, notice of non-payment and
all other notices to which the Guarantors may be entitled (whether under this
Guaranty or the Agreement), and your reliance on this Guaranty are hereby
waived. Each of the Guarantors also waives notice of: changes in terms or
extensions of the time of payment, the taking and releasing of collateral or
guarantees (including the release of any of the Guarantors) and the settlement,
compromise or release of any Obligations, and agree that, as to each of the
Guarantors, the amount of the Obligations shall not be diminished by any of the
foregoing. Each of the Guarantors also agrees that you need not attempt to
collect any Obligations from the other Guarantors or any other obligor or to
realize upon any collateral, but may require the Guarantors to make immediate
payment of Obligations to you when due or at any time thereafter. You shall not
be liable for failure to collect Obligations or to realize upon any collateral
or security therefor, or any part thereof, or for any delay in so doing, nor
shall you be under any obligation to take any action whatsoever with regard
thereto.

      This Guaranty is absolute, unconditional and continuing, regardless of the
validity, regularity or enforceability of any of the Obligations or the fact
that a security interest or lien in any collateral or security therefor may not
be enforceable by you or may otherwise be subject to equities or defenses or
prior claims in favor of others or may be invalid or defective in any way and
for any reason, including any action, or failure to act, on your part. The
liability of the Guarantors under this Guaranty shall be unaffected by the death
of any of the Guarantors. Payment by the Guarantors shall be made to you at your
office from time to time on demand as Obligations become due, and one or more
successive or concurrent actions may be brought hereon against the Guarantors
(or any one or more of them) either in the same action or in separate actions.
In the event any claim or action, or action on any judgment, based on this
Guaranty, is made or brought against the Guarantors, the Guarantors agree not to
assert against you any set-off or counterclaim which the Companies may have,
and, further, the Guarantors agree not to deduct, set-off, or seek to
counterclaim for or recoup, any amounts which are or may be owed by you to the
Guarantors, or for any loss of contribution from any other guarantor.
Furthermore, in any litigation based on the Guaranty in which you and any of the
Guarantors shall be adverse parties, the


                                      -2-
<PAGE>

Guarantors hereby waive trial by jury and waive the right to interpose any
defense based upon any Statute of Limitations or any claim of laches and waive
the performance of each and every condition precedent to which the Guarantors
might otherwise be entitled by law. Each of the Guarantors hereby consents to
the in personam jurisdiction of the courts of the State of New York. In the
event that you bring any action or suit in any court of record of New York State
or the Federal Government to enforce any or all liabilities of the Guarantors
hereunder, service of process may be made on the Guarantors by mailing a copy of
the summons to the Guarantors at the address below set forth.

      All sums at any time to the credit of the Guarantors and any property of
the Guarantors on which you at any time have a lien or security interest, or of
which you at any time have possession, shall secure payment and performance of
all Obligations and any and all other obligations of the Guarantors to you
however arising. The Guarantors shall have no right of subrogation,
indemnification or recourse to any Obligations or collateral or guarantees
therefor, or to any assets of the Companies or either of them.

      Upon the occurrence of any of the following events:

      1.    any Event of Default under, or termination of, the Agreement;

      2.    failure of any of the Guarantors to observe or perform any
            agreements, warranties or covenants contained herein; or

      3.    (a)   death of any of the Guarantors, or dissolution or cessation of
                  any of the Guarantors' business;

            (b)   calling of a meeting of the creditors of any of the Guarantors
                  for the purposes of compromising the debts of such Guarantor;

            (c)   failure of any of the Guarantors to meet their debts as they
                  mature;

            (d)   commencement by any of the Guarantors of any bankruptcy,
                  insolvency, arrangement, reorganization, receivership or
                  similar proceeds under federal or state law (herein
                  collectively "Insolvency Proceeding");

            (e)   commencement of any Insolvency Proceeding against any of the
                  Guarantors,

then, in the case of event (1) above the liability of all of the Guarantors for
the entire Obligations shall mature, and in the case of events (2) and (3)(a)
through (e) above the liability of the Guarantor with respect to which such
event relates for the entire Obligations shall mature even if the liability of
the Companies therefor does not.


                                      -3-
<PAGE>

      This Guaranty may be terminated as to any one of the Guarantors only as of
any Anniversary Date (as defined in the Agreement) and then only upon actual
receipt by one of your officers of at least ninety (90) days prior written
notice of termination sent by registered or certified mail; provided however,
that any of the Guarantors so terminating this Guaranty shall remain bound
hereunder, and this Guaranty shall continue in full force and effect, with
respect to any and all Obligations created or arising prior to the effective
date of such termination and with respect to any and all extensions, renewals or
modifications of said pre-existing Obligations. Termination as to any one of the
Guarantors shall not affect the obligations of any of the other Guarantors, nor
relieve the one giving such notice from liability for any post termination
collection expenses or interest. This is a continuing agreement and written
notice as above provided shall be the only means of termination, notwithstanding
the fact that for certain periods of time there may be no Obligations owing to
you by the Companies or either of them.

      Your books and records showing the account between you and each of the
Companies shall be admissible in evidence in any action or proceeding as prima
facie proof of the items therein set forth. Your monthly statements rendered to
each of the Companies shall be binding upon the Guarantors (whether or not the
Guarantors received copies thereof) and shall constitute an account stated
between you and such Company unless you shall have received a written statement
of such Company's exceptions within thirty (30) days after the statement was
mailed to such Company.

      Each of the Guarantors expressly waives any and all rights of subrogation,
reimbursement, indemnity, exoneration, contribution or any other claim which it
may now or hereafter have against either of the Companies or any other person
directly or contingently liable for the Obligations guaranteed hereunder, or
against or with respect to the property of the Companies or either of them
(including, without limitation, property collateralizing its Obligations to
you), arising from the existence or performance of this Guaranty.

      This Guaranty embodies the whole agreement of the parties and may not be
modified except in writing, and no course of dealing between you and any of the
Guarantors shall be effective to change or modify this Guaranty. Your failure to
exercise any right hereunder shall not be construed as a waiver of the right to
exercise the same or any other right at any other time and from time to time
thereafter, and such rights shall be considered as cumulative rather than
alternative. No knowledge of any breach or other nonobservance by any of the
Guarantors of the terms and provisions of this Guaranty shall constitute a
waiver thereof, nor a waiver of any obligations to be performed by the
Guarantors hereunder.

      This Guaranty may be assigned by you and shall be for your benefit and for
the benefit of any of your assignees or transferees, and shall cover any
Obligations owed to you at the time of assignment or transfer as well as any and
all future Obligations, loans, advances or extensions of credit made to the
Companies, or either of them, by, or otherwise owed by the Companies, or either
of them, to, such assignee or transferee.


                                      -4-
<PAGE>

      This instrument is executed and given in addition to, and not in
substitution, reduction, replacement, or satisfaction of, any other endorsements
or guarantees of the Obligations, now existing or hereafter executed by any or
all of the Guarantors or others in your favor.

      When used in this agreement, all pronouns shall, wherever applicable, be
deemed to include the singular and plural as well as the masculine, feminine,
and neuter genders. This agreement shall inure to the benefit of you, your
successors and assigns and any parent, subsidiary or affiliate of yours; shall
be binding jointly and severally upon the Guarantors and upon the respective
heirs, executors, administrators, successors and assigns of each of the
Guarantors; and shall pertain to each Company and its successors and assigns.

      This Guaranty may be executed in any number of counterparts, each of which
when so executed shall be deemed an original and such counterparts shall
together constitute but one and the same document.

      This Guaranty shall be governed by and construed in accordance with the
laws of the State of New York.

      The obligations guaranteed by the Guarantor hereunder are secured by the
Pledge Collateral (as that term is defined in the Pledge and Security Agreement)
pledged to you pursuant to the terms and conditions of certain Pledge and
Security Agreements of even date herewith executed by each of the Guarantors.

      IN WITNESS WHEREOF the Guarantors have executed and delivered this
Guaranty effective as of the date above set forth.

                                         BOUNDLESS CORPORATION

                                         By: /s/ Joseph Gardner
                                             ---------------------------------
                                             Name: Joseph Gardner
                                             Title: CFO

                                         Address: 100 Marcus Boulevard
                                                  Hauppauge, New York 11788


                                         BOUNDLESS ACQUISITION CORP.

                                         By: /s/ Joseph Gardner
                                             ---------------------------------
                                             Name: Joseph Gardner
                                             Title: CFO

                                         Address: 100 Marcus Boulevard
                                                  Hauppauge, New York 11788


                                      -5-
<PAGE>

STATE OF NEW YORK
COUNTY OF_________________

                            CORPORATE ACKNOWLEDGMENT

      The undersigned, a Notary Public in and for the above State and County,
does hereby certify that on June 27, 2002, before me personally appeared
___________________________, to me known to be the identical individual(s)
described in and who executed the foregoing instrument of Guaranty as the
officer indicated of BOUNDLESS CORPORATION, to whom I first made known the
contents thereof, and who being by me duly sworn, did depose and say that same
was signed and delivered as a free and voluntary act and deed, for the uses and
purposes therein set forth, and that same was signed by due authority of the
Board of Directors of said Corporation.

      IN WITNESS WHEREOF, I have hereunto set my hand.


                                                  ______________________________
                                                  Notary Public
                                                  Commission Expires:


                                      -6-
<PAGE>

STATE OF NEW YORK
COUNTY OF_________________

                            CORPORATE ACKNOWLEDGMENT

      The undersigned, a Notary Public in and for the above State and County,
does hereby certify that on June 27, 2002, before me personally appeared
___________________________, to me known to be the identical individual(s)
described in and who executed the foregoing instrument of Guaranty as the
officer indicated of BOUNDLESS ACQUISITION CORP., to whom I first made known the
contents thereof, and who being by me duly sworn, did depose and say that same
was signed and delivered as a free and voluntary act and deed, for the uses and
purposes therein set forth, and that same was signed by due authority of the
Board of Directors of said Corporation.

      IN WITNESS WHEREOF, I have hereunto set my hand.


                                                  ______________________________
                                                  Notary Public
                                                  Commission Expires:


                                      -7-

</TEXT>
</DOCUMENT>
