GP STRATEGIES CORP
MXL GUARANTY OF PAYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>15
<FILENAME>ex1012.txt
<DESCRIPTION>MXL GUARANTY OF PAYMENT AGREEMENT
<TEXT>
                                                                Exhibit 10.12

                      LIMITED GUARANTY OF PAYMENT AGREEMENT

         THIS LIMITED GUARANTY OF PAYMENT AGREEMENT (this "Agreement") is made
this _____ day of August, 2003, by MXL INDUSTRIES, INC., a corporation organized
under the laws of the State of Delaware (the "Guarantor") for the benefit of
WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (the
"Lender").


                                    RECITALS

         A. General Physics Corporation, a corporation organized under the laws
of the State of Delaware (the "Borrower") has applied to the Lender for a
revolving credit facility in the maximum principal amount of $25,000,000 and a
letter of credit facility as a part of the revolving credit facility (the
"Loan"), which is to be advanced pursuant to the terms of a Financing and
Security Agreement of even date herewith (as amended, modified, restated,
substituted, extended and renewed at any time and from time to time, the
"Financing Agreement") by and between the Borrower and the Lender.


         B. All defined terms used in this Agreement and not defined herein
shall have the meaning given to such terms in the Financing Agreement.

         C. The Guarantor has requested that the Lender enter into the Financing
Agreement with the Borrower and make the credit facilities described in the
Financing Agreement available to the Borrower.

         D. The Lender has required, as a condition to entering into the
Financing Agreement, that the Guarantor execute this Agreement as additional
security for the payment and performance of the Obligations.

         NOW, THEREFORE, in order to induce the Lender to enter into the
Financing Agreement, the Guarantor covenants and agrees with the Lender as
follows:

                                   ARTICLE I
                                  THE GUARANTY

Section 1.1       Guaranty.

         The Guarantor hereby unconditionally and irrevocably guarantees to the
Lender:

(a) the due and punctual payment in full (and not merely the collectibility) of
the Obligations when due and payable, all according to the terms of any
promissory note evidencing all or any part of the Obligations and the other
Financing Documents; and

(b) the due and punctual performance of all of the other terms, covenants and
conditions contained in the Financing Documents.


<PAGE>

Section 1.2       Guaranty Unconditional.

         The obligations and liabilities of the Guarantor under this Agreement
shall be absolute and unconditional, irrespective of the genuineness, validity,
priority, regularity or enforceability of the Financing Agreement, any
promissory note evidencing all or any part of the Obligations, or any of the
other Financing Documents or any other circumstance which might otherwise
constitute a legal or equitable discharge of a surety or guarantor. The
Guarantor expressly agrees that the Lender may, in its sole and absolute
discretion, without notice to or further assent of the Guarantor and without in
any way releasing, affecting or in any way impairing the obligations and
liabilities of the Guarantor hereunder:

(a)      waive compliance with, or any defaults under, or grant any other
         indulgences under or with respect to any of the Financing Documents;

(b)      modify, amend, change or terminate any provisions of any of the
         Financing Documents other than any Financing Document to which
         Guarantor is a party;

(c)      grant extensions or renewals of or with respect to any promissory note
         evidencing all or any part of the Obligations, any of the other
         Financing Documents or any of the Obligations;

(d)      effect any release, subordination, compromise or settlement in
         connection with any promissory note evidencing all or any part of the
         Obligations, any of the other Financing Documents, or any of the
         Obligations;

(e)      agree to the substitution, exchange, release or other disposition of
         the Collateral or any part thereof, or any other collateral for the
         Obligations or to the subordination of any lien or security interest
         therein;

(f)      make advances for the purpose of performing any term, provision or
         covenant contained in the Financing Agreement or any of the other
         Financing Documents with respect to which the Borrower shall then be in
         default;

(g)      make future advances to the Borrower pursuant to the Financing
         Agreement or any of the other Financing Documents;

(h)      assign, pledge, hypothecate or otherwise transfer the Financing
         Agreement, any of the Financing Documents or this Agreement or any
         interest therein;

(i)      deal in all respects with the Borrower as if this Agreement were not in
         effect; and

(j)      effect any release, compromise or settlement with another guarantor.


<PAGE>

Section 1.3       Guaranty Primary.

         The obligations and liabilities of the Guarantor under this Agreement
shall be primary, direct and immediate, shall not be subject to any
counterclaim, recoupment, setoff, reduction or defense based upon any claim that
the Guarantor may have against the Borrower, the Lender and/or any other
guarantor and shall not be conditional or contingent upon pursuit or enforcement
by the Lender of any remedies it may have against the Borrower with respect to
any promissory note evidencing all or any part of the Obligations or any of the
other Financing Documents, whether pursuant to the terms thereof or by operation
of law. Without limiting the generality of the foregoing, the Lender shall not
be required to make any demand upon the Borrower, or to sell the Collateral or
otherwise pursue, enforce or exhaust its remedies against the Borrower or the
Collateral either before, concurrently with or after pursuing or enforcing its
rights and remedies hereunder. Any one or more successive or concurrent actions
or proceedings may be brought against the Guarantor under this Agreement, either
in the same action, if any, brought against the Borrower or in separate actions
or proceedings, as often as the Lender may deem expedient or advisable. Without
limiting the foregoing, it is specifically understood that any modification,
limitation or discharge of any of the liabilities or obligations of the
Borrower, any other guarantor or any obligor under any of the Financing
Documents, arising out of, or by virtue of, any bankruptcy, arrangement,
reorganization or similar proceeding for relief of debtors under federal or
state law initiated by or against the Borrower or the Guarantor or any obligor
under any of the Financing Documents shall not modify, limit, lessen, reduce,
impair, discharge, or otherwise affect the liability of the Guarantor hereunder
in any manner whatsoever, and this Agreement shall remain and continue in full
force and effect. It is the intent and purpose of this Agreement that the
Guarantor shall and does hereby waive all rights and benefits which might accrue
to any other guarantor by reason of any such proceeding, and the Guarantor
agrees that it shall be liable for the full amount of the obligations and
liabilities under this Agreement, regardless of, and irrespective to, any
modification, limitation or discharge of the liability of the Borrower, any
other guarantor or any obligor under any of the Financing Documents, that may
result from any such proceedings.

Section 1.4       Certain Waivers by the Guarantor.

         The Guarantor hereby unconditionally, irrevocably and expressly waives:

(a)      presentment and demand for payment of the principal of or interest on
         any promissory note evidencing all or any part of the Obligations and
         protest of non-payment;

(b)      notice of acceptance of this Agreement and of presentment, demand and
         protest thereof;

(c)      notice of any default hereunder or under the Financing Agreement, or
         any of the other Financing Documents and notice of all indulgences;

(d)      notice of any increase in the amount of any portion of or all of the
         indebtedness guaranteed by this Agreement;


<PAGE>

(e)      demand for observance, performance or enforcement of any of the terms
         or provisions of this Agreement, the Financing Agreement or any of the
         other Financing Documents;

(f)      all errors and omissions in connection with the Lender's administration
         of all indebtedness guaranteed by this Agreement, except errors and
         omissions resulting from acts of gross negligence or willful
         misconduct;

(g)      any right or claim of right to cause a marshalling of the assets of the
         Borrower;

(h)      any act or omission of the Lender (except acts or omissions due to
         gross negligence or willful misconduct) which changes the scope of the
         Guarantor's risk hereunder; and

(i)      all other notices and demands otherwise required by law which the
         Guarantor may lawfully waive.

Section 1.5       Reimbursement for Expenses.

         In the event the Lender shall commence any action or proceeding for the
enforcement of this Agreement, then the Guarantor will reimburse the Lender,
promptly upon demand, for any and all expenses incurred by the Lender in
connection with such action or proceeding including, without limitation,
reasonable attorneys' fees together with interest thereon at the Post-Default
Rate.

Section 1.6       Events of Default.

         The occurrence of any one or more of the following events shall
constitute an "Event of Default" under the provisions of this Agreement
(individually, an "Event of Default" and collectively, the "Events of Default"):

(a)      The failure of the Guarantor to pay any of the Obligations as and when
         due and payable in accordance with the provisions of this Agreement.

(b)      Any representation or warranty made in this Agreement or in any report,
         statement, schedule, certificate, financial statement or other document
         furnished in connection with this Agreement, shall prove to have been
         false or misleading when made (or, if applicable, when reaffirmed) in
         any material respect.

(c)      The failure of the Guarantor to perform, observe or comply with any
         covenant, condition or agreement contained in this Agreement.

(d)      A default shall occur under any of the other Financing Documents and
         such default is not cured within any applicable grace period provided
         therein.

(e)      The Guarantor shall (i) apply for or consent to the appointment of a
         receiver, trustee or liquidator of itself or any of its property, (ii)

<PAGE>

         admit in writing its inability to pay its debts as they mature, (iii)
         make a general assignment for the benefit of creditors, (iv) be
         adjudicated a bankrupt or insolvent, (v) file a voluntary petition in
         bankruptcy or a petition or an answer seeking or consenting to
         reorganization or an arrangement with creditors or to take advantage of
         any bankruptcy, reorganization, insolvency, readjustment of debt,
         dissolution or liquidation law or statute, or an answer admitting the
         material allegations of a petition filed against it in any proceeding
         under any such law, or take corporate action for the purposes of
         effecting any of the foregoing, or (vi) by any act indicate its consent
         to, approval of or acquiescence in any such proceeding or the
         appointment of any receiver of or trustee for any of its property, or
         suffer any such receivership, trusteeship or proceeding to continue
         undischarged for a period of sixty (60) days, or (vii) by any act
         indicate its consent to, approval of or acquiescence in any order,
         judgment or decree by any court of competent jurisdiction or any
         Governmental Authority enjoining or otherwise prohibiting the operation
         of a material portion of the Guarantor's business or the use or
         disposition of a material portion of the Guarantor's assets.

(f)      (i) An order for relief shall be entered in any involuntary case
         brought against the Guarantor under the Bankruptcy Code, or (ii) any
         such case shall be commenced against the Guarantor and shall not be
         dismissed within sixty (60) days after the filing of the petition, or
         (iii) an order, judgment or decree under any other Law is entered by
         any court of competent jurisdiction or by any other Governmental
         Authority on the application of a Governmental Authority or of a Person
         other than the Guarantor (A) adjudicating the Guarantor bankrupt or
         insolvent, or (B) appointing a receiver, trustee or liquidator of the
         Guarantor, or of a material portion of the Guarantor's assets, or (C)
         enjoining, prohibiting or otherwise limiting the operation of a
         material portion of the Guarantor's business or the use or disposition
         of a material portion of the Guarantor's assets, and such order,
         judgment or decree continues unstayed and in effect for a period of
         thirty (30) days from the date entered.

(g)      Unless adequately insured in the opinion of the Lender, the entry of a
         final judgment for the payment of money involving more than $500,000
         against the Guarantor, and the failure by the Guarantor to discharge
         the same, or cause it to be discharged, within thirty (30) days from
         the date of the order, decree or process under which or pursuant to
         which such judgment was entered, or to secure a stay of execution
         pending appeal of such judgment.

(h)      If the Lender in its sole discretion determines in good faith that a
         material adverse change has occurred in the financial condition of the
         Guarantor.

(i)      If the Guarantor shall liquidate, dissolve or terminate its existence
         or any change occurs in the control of the Guarantor without the prior
         written consent of the Lender.


<PAGE>

Section 1.7       Rescission of Election to Accelerate.

         In the event the Lender shall elect to accelerate the maturity of any
promissory note evidencing all or any part of the Obligations as to the
Guarantor pursuant to the provisions of this Agreement, such election may be
rescinded by written acknowledgment to that effect by the Lender; provided,
however, that the acceptance of a partial payment on account of any promissory
note evidencing all or any part of the Obligations shall not alone effect or
rescind such election.

Section 1.8       Subordination; Subrogation.

         In the event the Guarantor shall advance any sums to the Borrower, or
in the event the Borrower has heretofore or shall hereafter become indebted to
the Guarantor before the Obligations have been paid in full, all such advances
and indebtedness shall be subordinate in all respects to the Obligations (the
"Guarantor Subordinated Debt"). Any payment to the Guarantor on account of the
Guarantor Subordinated Debt shall be collected and received by the Lender or the
Guarantor in trust for the Lender and shall be paid over to the Lender on
account of the Obligations without impairing or releasing the obligations of the
Guarantor hereunder.

         Without the prior written consent of the Lender, the Guarantor shall
not ask, demand, receive, accept, sue for, set off, collect or enforce the
Guarantor Subordinated Debt or any collateral and security therefor. The
Guarantor represents and warrants to the Lender that the Guarantor Subordinated
Debt is unsecured and agrees not to receive or accept any collateral or security
therefor without the prior written permission of the Lender. The Guarantor shall
not assign, transfer, hypothecate or dispose of the Guarantor Subordinated Debt
while this Agreement is in effect. In the event of any sale, receivership,
insolvency or bankruptcy proceeding, or assignment for the benefit of creditors,
or any proceeding by or against the Borrower for any relief under any bankruptcy
or insolvency law or other laws relating to the relief of debtors, readjustment
of indebtedness, reorganizations, compositions or extensions, then and in any
such event any payment or distribution of any kind or character, either in cash,
securities or other property, which shall be payable or deliverable upon, or
with respect to, all or any part of the Guarantor Subordinated Debt or otherwise
shall be paid or delivered directly to the Lender for application to the
obligations and liabilities of the Guarantor under this Agreement (whether due
or not due and in such order and manner as the Lender may determine in the
exercise of its sole discretion) until the obligations of the Guarantor
hereunder shall have been fully paid and satisfied. The Guarantor hereby
irrevocably authorizes and empowers the Lender to demand, sue for, collect and
receive every such payment or distribution on account of the Guarantor
Subordinated Debt and give acquittance therefor and to file claims and take such
other proceedings in the Lender's own name or in the name of the Guarantor or
otherwise, as the Lender may deem necessary or advisable to carry out the
provisions of this Agreement. The Guarantor hereby agrees to execute and deliver
to the Lender such powers of attorney, assignments, endorsements or other
instruments as may be requested by the Lender in order to enable the Lender to
enforce any and all claims upon, or with respect to, the Guarantor Subordinated
Debt, and to collect and receive any and all payments or distributions which may
be payable or deliverable at any time upon or with respect thereto.

         So as to secure the performance by the Guarantor of the provisions of
this Agreement, the Guarantor assigns, pledges and grants to the Lender a

<PAGE>

security interest in, and lien on, the Guarantor Subordinated Debt, all proceeds
thereof and all and any security and collateral therefor. Upon the request of
the Lender, the Guarantor shall endorse, assign and deliver to the Lender all
notes, instruments and agreements evidencing, securing, guarantying or made in
connection with the Guarantor Subordinated Debt.

         Nothing contained in this Agreement shall be construed to give the
Guarantor any right of subrogation in or to the Obligations or any of the
Financing Documents, or all or any part of the interest of the Lender therein,
until the Obligations have been paid in full.

Section 1.9       CONFESSED JUDGMENT.

         UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT,
THE GUARANTOR HEREBY AUTHORIZES ANY ATTORNEY DESIGNATED BY THE LENDER OR ANY
CLERK OF ANY COURT OF RECORD TO APPEAR FOR THE GUARANTOR IN ANY COURT OF RECORD
AND CONFESS JUDGMENT AGAINST THE GUARANTOR WITHOUT PRIOR HEARING, IN FAVOR OF
THE LENDER FOR, AND IN THE AMOUNTS OF, THE BALANCE THEN DUE UNDER ANY ONE OR
MORE OF THE PROMISSORY NOTES EVIDENCING ALL OR ANY PART OF OBLIGATIONS, ALL
ACCRUED AND UNPAID INTEREST THEREON, ALL OTHER AMOUNTS PAYABLE BY THE GUARANTOR
TO THE LENDER UNDER THE TERMS OF THIS AGREEMENT, COSTS OF SUIT, AND ATTORNEYS'
FEES OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL SUM. BY ITS ACCEPTANCE OF THIS
AGREEMENT, THE LENDER AGREES THAT IN THE EVENT THE LENDER EXERCISES AT ANY TIME
ITS RIGHT TO CONFESS JUDGMENT UNDER THIS AGREEMENT, THE LENDER SHALL USE ITS
BEST EFFORTS TO OBTAIN LEGAL COUNSEL WHO WILL CHARGE THE LENDER FOR ITS SERVICES
ON AN HOURLY BASIS, AT ITS CUSTOMARY HOURLY RATES AND ONLY FOR THE TIME AND
REASONABLE EXPENSES INCURRED. IN NO EVENT SHALL THE LENDER ENFORCE THE LEGAL
FEES PORTION OF A CONFESSED JUDGMENT AWARD FOR AN AMOUNT IN EXCESS OF THE FEES
AND EXPENSES ACTUALLY CHARGED TO THE LENDER FOR SERVICES RENDERED BY ITS COUNSEL
IN CONNECTION WITH SUCH CONFESSION OF JUDGMENT AND/OR THE COLLECTION OF SUMS
OWED TO THE LENDER. IN THE EVENT THE LENDER RECEIVES, THROUGH EXECUTION UPON A
CONFESSED JUDGMENT, PAYMENTS ON ACCOUNT OF ATTORNEYS' FEES IN EXCESS OF SUCH
ACTUAL ATTORNEYS' FEES AND EXPENSES INCURRED BY THE LENDER, THEN, AFTER FULL
REPAYMENT AND SATISFACTION OF ALL OF THE OBLIGATIONS, THE LENDER SHALL REFUND
SUCH EXCESS AMOUNT TO THE GUARANTOR. THE GUARANTOR HEREBY RELEASES, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, ALL ERRORS AND ALL RIGHTS OF EXEMPTION,
APPEAL, STAY OF EXECUTION, INQUISITION, AND OTHER RIGHTS TO WHICH THE GUARANTOR
MAY OTHERWISE BE ENTITLED UNDER THE LAWS OF THE UNITED STATES OF AMERICA OR OF
ANY STATE OR POSSESSION OF THE UNITED STATES OF AMERICA NOW IN FORCE AND WHICH
MAY HEREAFTER BE ENACTED. THE AUTHORITY AND POWER TO APPEAR FOR AND ENTER

<PAGE>

JUDGMENT AGAINST THE GUARANTOR SHALL NOT BE EXHAUSTED BY ONE OR MORE EXERCISES
THEREOF OR BY ANY IMPERFECT EXERCISE THEREOF AND SHALL NOT BE EXTINGUISHED BY
ANY JUDGMENT ENTERED PURSUANT THERETO. SUCH AUTHORITY MAY BE EXERCISED ON ONE OR
MORE OCCASIONS OR FROM TIME TO TIME IN THE SAME OR DIFFERENT JURISDICTIONS AS
OFTEN AS THE LENDER SHALL DEEM NECESSARY AND DESIRABLE, FOR ALL OF WHICH THIS
AGREEMENT SHALL BE A SUFFICIENT WARRANT.

Section 1.10      Restriction on Liability.

         Notwithstanding anything contained herein to the contrary, but subject
to the provisions of this Section and Section 2.4.12 of the Financing Agreement,
the Lender agrees not to seek, take or obtain any deficiency judgment against
the Guarantor and the Guarantor shall not be liable for any Obligations
remaining unpaid in excess of the value of the MXL Collateral, except as
otherwise expressly set forth below in this Section. The Guarantor shall be and
remain personally liable for the following: (a) all loss, damage, cost and
expense (including reasonable attorney's fees) suffered by the Lender as a
result of a breach of the Guarantor's representations and warranties contained
in this Agreement or as a result of the intentional waste of the MXL Collateral;
and (b) all Proceeds (i) subsequent to the occurrence and during the
continuation of any Event of Default or after the maturity of the Loan (whether
by acceleration or otherwise) and (ii) not applied to the payment of the sums
due under the Loan. In addition, nothing in this Section shall (i) be deemed in
any way to be a release or impairment of the Note or of the liens and security
interests created pursuant to the provisions of the Financing Agreement or any
of the other Financing Documents; (ii) be deemed in any way to be a release or
impairment of any of the Lender's rights or remedies set forth in the Financing
Documents, at law or in equity; (iii) be deemed to be a waiver of any conditions
contained in the Financing Documents; (iv) be deemed to prejudice the rights of
the Lender to secure a deficiency judgment against any other Persons who have
agreed or who may hereafter agree to be liable for the payment of the
indebtedness evidenced by the Note; (v) be deemed to prejudice the rights of the
Lender to secure a judgment against any other guarantor; or (vi) be deemed to be
a waiver of any right which the Lender may have under the Bankruptcy Code to
file a claim for the full amount of the Obligations owing to the Lender by the
Guarantor pursuant to this Agreement or to require that all Collateral shall
continue to secure all of the Obligations in accordance with the Financing
Documents.

                                   ARTICLE II
                                  MISCELLANEOUS

Section 2.1       Notices.

         All notices, requests and demands to or upon the parties to this
Agreement shall be in writing and shall be deemed to have been given or made
when delivered by hand on a Business Day, or five (5) days after the date when
deposited in the mail, postage prepaid by registered or certified mail, return
receipt requested, or when sent by overnight courier, on the Business Day next

<PAGE>

following the day on which the notice is delivered to such overnight courier,
addressed as follows:

                  Guarantor:                MXL Industries, Inc.
                                            777 Westchester Avenue, 4th Floor
                                            White Plains, NY 10605
                                            Attention: Frank Yohe


                  with a copy to:           General Physics Corporation
                                            6095 Marshalee Drive
                                            Suite 300
                                            Elkridge, Maryland 21075
                                            Attention: Scott N. Greenberg
                                            Executive Vice President

                  and a copy to:            Patricia F. Brennan, Esquire
                                            Morgan, Lewis & Bockius LLP
                                            101 Park Avenue
                                            New York, NY 10178

                  Lender:                   Wachovia Bank, National Association
                                            MD4305
                                            7 Saint Paul Street, 2nd Floor
                                            Baltimore, Maryland 21202
                                            Attention:      Lucy C. Campbell


         By written notice, each party to this Agreement may change the address
to which notice is given to that party, provided that such changed notice shall
include a street address to which notices may be delivered by overnight courier
in the ordinary course on any Business Day.

Section 2.2       Amendments; Waivers.

         This Agreement may not be amended, modified, or changed in any respect
except by an agreement in writing signed by the Lender and the Guarantor. No
waiver of any provision of this Agreement, nor consent to any departure by the
Guarantor therefrom, shall in any event be effective unless the same shall be in
writing. No course of dealing between the Guarantor and the Lender and no act or
failure to act from time to time on the part of the Lender shall constitute a
waiver, amendment or modification of any provision of this Agreement or any
right or remedy under this Agreement or under applicable Laws.

         Without implying any limitation on the foregoing:

(a)      Any waiver or consent shall be effective only in the specific instance,
         for the terms and purpose for which given, subject to such conditions
         as the Lender may specify in any such instrument.

(b)      No waiver of any Default or Event of Default shall extend to any
         subsequent or other Default or Event of Default, or impair any right
         consequent thereto.
<PAGE>

(c)      No notice to or demand on the Guarantor in any case shall entitle the
         Guarantor to any other or further notice or demand in the same, similar
         or other circumstance.

(d)      No failure or delay by the Lender to insist upon the strict performance
         of any term, condition, covenant or agreement of this Agreement or of
         any of the other Financing Documents, or to exercise any right, power
         or remedy consequent upon a breach thereof, shall constitute a waiver,
         amendment or modification of any such term, condition, covenant or
         agreement or of any such breach or preclude the Lender from exercising
         any such right, power or remedy at any time or times.

(e)      By accepting payment after the due date of any amount payable under
         this Agreement or under any of the other Financing Documents, the
         Lender shall not be deemed to waive the right either to require prompt
         payment when due of all other amounts payable under this Agreement or
         under any of the other Financing Documents, or to declare a default for
         failure to effect such prompt payment of any such other amount.

Section 2.3       Cumulative Remedies.

         The rights, powers and remedies provided in this Agreement and in the
other Financing Documents are cumulative, may be exercised concurrently or
separately, may be exercised from time to time and in such order as the Lender
shall determine and are in addition to, and not exclusive of, rights, powers and
remedies provided by existing or future applicable Laws. In order to entitle the
Lender to exercise any remedy reserved to it in this Agreement, it shall not be
necessary to give any notice, other than such notice as may be expressly
required in this Agreement. Without limiting the generality of the foregoing,
the Lender may:

(a)      proceed against the Guarantor with or without proceeding against the
         Borrower or any other Person who may be liable for all or any part of
         the Obligations;

(b)      proceed against the Guarantor with or without proceeding under any of
         the other Financing Documents or against any Collateral or other
         collateral and security for all or any part of the Obligations;

(c)      without reducing or impairing the obligation of the Guarantor and
         without notice, release or compromise with any other Person liable for
         all or any part of the Obligations under the Financing Documents or
         otherwise; or

(d)      without reducing or impairing the obligations of the Guarantor and
         without notice thereof: (i) fail to perfect the Lien in any or all
         Collateral or to release any or all the Collateral or to accept
         substitute Collateral, (ii) approve the making of advances under the
         credit facilities under the Financing Agreement, (iii) waive any

<PAGE>

         provision of this Agreement or the other Financing Documents, (iv)
         exercise or fail to exercise rights of set-off or other rights, or (v)
         accept partial payments or extend from time to time the maturity of all
         or any part of the Obligations.

Section 2.4       Severability.

         In case one or more provisions, or part thereof, contained in this
Agreement or in the other Financing Documents shall be invalid, illegal or
unenforceable in any respect under any Law, then without need for any further
agreement, notice or action:

(a)      the validity, legality and enforceability of the remaining provisions
         shall remain effective and binding on the parties thereto and shall not
         be affected or impaired thereby;

(b)      the obligation to be fulfilled shall be reduced to the limit of such
         validity;

(c)      if such provision or part thereof pertains to repayment of the
         Obligations, then, at the sole and absolute discretion of the Lender,
         all of the Obligations shall become immediately due and payable; and

(d)      if the affected provision or part thereof does not pertain to repayment
         of the Obligations, but operates or would prospectively operate to
         invalidate this Agreement in whole or in material part, then such
         provision or part thereof only shall be void, and the remainder of this
         Agreement shall remain operative and in full force and effect.

Section 2.5       Assignments by Lender.

         The Lender may, without notice to, or consent of, the Guarantor, sell,
assign or transfer to or participate with any Person or Persons all or any part
of the Obligations, and each such Person or Persons shall have the right to
enforce the provisions of this Agreement and any of the other Financing
Documents as fully as the Lender, provided that the Lender shall continue to
have the unimpaired right to enforce the provisions of this Agreement and any of
the other Financing Documents as to so much of the Obligations that the Lender
has not sold, assigned or transferred. In connection with the foregoing, the
Lender shall have the right to disclose to any such actual or potential
purchaser, assignee, transferee or participant all financial records,
information, reports, financial statements and documents obtained in connection
with this Agreement and any of the other Financing Documents or otherwise.

Section 2.6       Successors and Assigns.

         This Agreement shall be binding upon the Guarantor and its successors
and assigns, and shall inure to the benefit of the Lender and its successors and
assigns.

Section 2.7       Continuing Agreements.

         All covenants, agreements, representations and warranties made by the
Guarantor in this Agreement and in any certificate delivered pursuant hereto
shall survive the making by the Lender of advances and other extensions of

<PAGE>

credit under the Loan and the execution and delivery of each promissory note
evidencing all or any part of the Obligations, shall be binding upon the
Guarantor regardless of how long before or after the date hereof any of the
Obligations were or are incurred, and shall continue in full force and effect so
long as any of the Obligations are outstanding and unpaid. From time to time
upon the Lender's request, and as a condition of the release of any one or more
of the Security Documents, the Guarantor and other Persons obligated with
respect to the Obligations shall provide the Lender with such acknowledgments
and agreements as the Lender may require to the effect that there exists no
defenses, rights of setoff or recoupment, claims, counterclaims, actions or
causes of action of any kind or nature whatsoever in connection with the
Obligations against the Lender, its agents and others, or to the extent there
are, the same are waived and released.

Section 2.8       Applicable Law.

         The Guarantor and the Lender acknowledge and agree that this Agreement
shall be governed by the Laws of the State.

Section 2.9       Duplicate Originals and Counterparts.

         This Agreement may be executed in any number of duplicate originals or
counterparts, each of such duplicate originals or counterparts shall be deemed
to be an original and all taken together shall constitute but one and the same
instrument.

Section 2.10      Headings; Etc.

         The headings in this Agreement are included herein for convenience
only, shall not constitute a part of this Agreement for any other purpose, and
shall not be deemed to affect the meaning or construction of any of the
provisions hereof. The above Recitals are part of this Agreement.

Section 2.11      No Partnership; Third Parties.

         Nothing contained in this Agreement shall be construed in a manner to
create any relationship between the Guarantor and the Lender other than the
relationship of guarantor and lender and the Guarantor and the Lender shall not
be considered partners or co-venturers for any purpose. The terms and provisions
of this Agreement are for the benefit of the Lender and its successors, assigns,
endorsees and transferees and all persons claiming under or through it and no
other person shall have any right or cause of action on account thereof. The
Lender has no obligation to make any advance of any loan provided for in the
Financing Agreement or otherwise for the benefit of the Guarantor; the Guarantor
has no beneficial interest in the proceeds of any of the loans or otherwise
under the Obligations or rights or claims under the Financing Agreement or any
of the other Financing Documents. The obligations and liabilities of the
Guarantor shall in no manner be affected by the actual use of the proceeds of
the Loan or otherwise or whether the Lender waives any or all of the conditions
to advances set forth in the Financing Agreement or any of the other Financing
Documents.

Section 2.12      Consent to Jurisdiction.

         The Guarantor irrevocably submits to the jurisdiction of any state or
federal court sitting in the State of Maryland over any suit, action, or
proceeding arising out of or relating to this Agreement. The Guarantor

<PAGE>

irrevocably waives, to the fullest extent permitted by law, any objection that
it may now or hereafter have to laying the venue of any such suit, action, or
proceeding brought in any such court and any claim that any such suit, action,
or proceeding brought in any such court has been brought in an inconvenient
forum. Final judgment in any such suit, action, or proceeding brought in any
such court shall be conclusive and binding upon the Guarantor and may be
enforced in any court to the jurisdiction of which the Guarantor is subject, by
a suit upon such judgment provided that service of process is effected upon the
Guarantor in a manner specified in this Agreement or as otherwise permitted by
applicable law.

Section 2.13      Service of Process.

         The Guarantor hereby consents to process being served in any suit,
action, or proceeding instituted in connection with this Agreement by the
mailing of a copy thereof by certified mail, postage prepaid, return receipt
requested, to the Guarantor at the Guarantor's address designated in Section 2.1
(Notices). The Guarantor irrevocably agrees that such service (y) shall be
deemed in every respect to be effective service of process upon it in any such
suit, action, or proceeding and (z) shall, to the fullest extent permitted by
law, be taken and held to be valid personal service upon the Guarantor. Nothing
in this Section shall affect the right of the Lender to serve process in any
manner otherwise permitted by law or limit the right of the Lender otherwise to
bring proceedings against the Guarantor in the courts of any other appropriate
jurisdiction or jurisdictions.

Section 2.14      WAIVER OF TRIAL BY JURY.

         THE GUARANTOR AND THE LENDER HEREBY JOINTLY AND SEVERALLY WAIVE TRIAL
BY JURY IN ANY ACTION OR PROCEEDING TO WHICH THE GUARANTOR AND THE LENDER MAY BE
PARTIES, ARISING OUT OF OR IN ANY WAY PERTAINING TO (A) THIS AGREEMENT, (B) ANY
OF THE FINANCING DOCUMENTS, OR (C) THE COLLATERAL. THIS WAIVER CONSTITUTES A
WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS OR PRO
CEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES TO THIS
AGREEMENT.

         This waiver is knowingly, willingly and voluntarily made by the
Guarantor and the Lender, and the Guarantor and the Lender hereby represent that
no representations of fact or opinion have been made by any individual to induce
this waiver of trial by jury or to in any way modify or nullify its effect. The
Guarantor and the Lender further represent that they have been represented in
the signing of this Agreement and in the making of this waiver by independent
legal counsel, selected of their own free will, and that they have had the
opportunity to discuss this waiver with counsel.

Section 2.15      Liability of the Lender.

         The Guarantor hereby agrees that the Lender shall not be chargeable for
any negligence, mistake, act or omission of any accountant, examiner, agency or
attorney employed by the Lender in making examinations, investigations or
collections, or otherwise in perfecting, maintaining, protecting or realizing
upon any lien or security interest or any other interest in the Collateral or
other security for the Obligations.

<PAGE>

         By inspecting the Collateral or any other properties of the Borrower or
by accepting or approving anything required to be observed, performed or
fulfilled by the Borrower or to be given to the Lender pursuant to this
Agreement or any of the other Financing Documents, the Lender shall not be
deemed to have warranted or represented the condition, sufficiency, legality,
effectiveness or legal effect of the same, and such acceptance or approval shall
not constitute any warranty or representation with respect thereto by the
Lender.

Section 2.16      Reinstatement.

         If at any time any payment, or portion thereof, made by, or for the
account of, the Borrower or the Guarantor on account of any of the obligations
and liabilities arising hereunder or under any of the Financing Documents is set
aside by any court or trustee having jurisdiction as a voidable preference or
fraudulent conveyance or must otherwise be restored or returned by the Lender to
the Borrower or to the Guarantor under any insolvency, bankruptcy or other
federal and/or state laws or as a result of any dissolution, liquidation or
reorganization of the Borrower or upon, or as a result of, the appointment of
any receiver, intervenor or conservator of, or trustee, or similar officer for,
the Borrower or any substantial part of its properties or assets, the Guarantor
hereby agrees that this Agreement shall continue and remain in full force and
effect or be reinstated, as the case may be, all as though such payment(s) had
not been made.

Section 2.17      Complete and Final Expression of Agreement.

         This Agreement is intended by the Lender and the Guarantor to be a
complete, exclusive and final expression of the agreements contained herein.
Neither the Lender nor the Guarantor shall hereafter have any rights under any
prior agreements pertaining to the matters addressed by this Agreement but shall
look solely to this Agreement for definition and determination of all of their
respective rights, liabilities and responsibilities under this Agreement. No
course of dealing, course of performance or trade usage, and no parol evidence
of any nature, shall be used to supplement or modify any terms of this
Agreement. The Lender and the Guarantor further agree that there are no
conditions to the full effectiveness of this Agreement, unless otherwise
expressly stated herein. The Guarantor has unconditionally delivered this
Agreement to the Lender, and failure to sign this or any other guarantee by any
other person shall not discharge the liability of the Guarantor hereunder.


         WITNESS the signature and seal of the Guarantor as of the day and year
first above written.

WITNESS OR ATTEST:                      MXL INDUSTRIES, INC.



_________________________               By:__________________________(SEAL)
                                             Name:
                                             Title:


STATE OF ____________, COUNTY OF ___________, TO WIT:

     I HEREBY CERTIFY, that on this _____ day of Augsut, 2003, before me, a
Notary Public of said State, personally appeared ________________________, who
acknowledged himself to be the ___________________ of MXL Industries, Inc., a
Delaware corporation, known to me (or satisfactorily proven) to be the person
whose name is subscribed to the foregoing instrument and acknowledged that he
executed the same for the purposes therein contained as the duly authorized
______________ of said corporation by signing the name of the corporation by
himself as ______________.

         WITNESS my hand and Notarial Seal.



                                                ------------------------------
                                                Notary Public
My Commission Expires:






<PAGE>

</TEXT>
</DOCUMENT>
