MEDICAL TECHNOLOGY SYSTEMS INC /DE/
MATERIAL CONTRACTS
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<TYPE>EX-10.3
<SEQUENCE>7
<FILENAME>eex103guaranty.htm
<DESCRIPTION>MATERIAL CONTRACTS
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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>CONTINUING
UNCONDITIONAL GUARANTY </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>WHEREAS,</B>
<B>MEDICAL TECHNOLOGY SYSTEMS, INC.</B> and <B>MTS PACKAGING SYSTEMS, INC.</B>
(collectively, the <B>&#147;Borrowers&#148; </B>and each a <B>&#147;Borrower&#148;</B>)
have entered into a Loan and Security Agreement dated July 8, 2003 (as amended by that
certain First Amendment to Loan and Security Agreement of even date herewith and as the
same may be further amended, restated or otherwise modified from time to time, the
<B>&#147;Loan Agreement&#148;</B>) with <B>LASALLE BUSINESS CREDIT, INC.</B>, as Agent
(<B>&#147;Agent&#148;</B>), <B>STANDARD FEDERAL BANK, NATIONAL ASSOCIATION, </B>as Lender
(<B>&#147;Lender&#148;</B>) and the Guarantors named therein pursuant to which Agent and
Lender have made or may from time to time hereafter, make loans and advances to or extend
other financial accommodations to the Borrowers; </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>WHEREAS,</B>
the undersigned is desirous of having Agent and Lender continue to extend such loans and
other extensions of credit to Borrowers, and Agent has required that the undersigned
execute and deliver this Guaranty to Agent as a condition to the extension and
continuation of such credit; and </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>WHEREAS,</B>
the extension and/or continued extension of credit, as aforesaid, is necessary and
desirable to the conduct and operation of the business of Borrowers and will inure to the
financial benefit of the undersigned; </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>NOW,
THEREFORE,</B> for value received and in consideration of any loan, advance, or financial
accommodation of any kind whatsoever heretofore, now or hereafter made, given or granted
to the Borrowers by Agent and/or Lender (including, without limitation, the Loans, as
defined in, and made or to be made by Agent and/or Lender to the Borrowers pursuant to,
the Loan Agreement), the undersigned unconditionally guaranties (i) the full and prompt
payment when due, whether at maturity or earlier, by reason of acceleration or otherwise,
and at all times thereafter, of all of the indebtedness, liabilities and obligations of
every kind and nature of the Borrowers to Agent and/or Lender or any parent, affiliate or
subsidiary of Agent and/or Lender (the terms &#147;Agent&#148; and &#147;Lender&#148; as
used hereafter shall include such parents, affiliates and subsidiaries), howsoever
created, arising or evidenced, whether direct or indirect, absolute or contingent, joint
or several, now or hereafter existing, or due or to become due, and howsoever owned, held
or acquired by Agent and/or Lender, whether through discount, overdraft, purchase, direct
loan or as collateral or otherwise, including without limitation all obligations and
liabilities of the Borrowers to Agent and/or Lender under the Loan Agreement and (ii) the
prompt, full and faithful discharge by Borrowers of each and every term, condition,
agreement, representation and warranty now or hereafter made by each Borrower to Agent
and/or Lender (all such indebtedness, liabilities and obligations being hereinafter
referred to as the <B>&#147;Borrowers&#146; Liabilities&#148;</B>). The undersigned
further agrees to pay all costs and expenses, including, without limitation, all court
costs and reasonable attorneys&#146; and paralegals&#146; fees paid or incurred by Agent
and/or Lender in endeavoring to collect all or any part of Borrowers&#146; Liabilities
from, or in prosecuting any action against, the undersigned or any other guarantor of all
or any part of Borrowers&#146; Liabilities. All amounts payable by the undersigned under
this Guaranty shall be payable upon demand by Agent. This Guaranty and all documents
executed by the undersigned, Borrower or any other Person in connection with
Borrowers&#146; Liabilities shall be referred to collectively herein as the <B>&#147;Loan
Documents&#148;</B>. All capitalized terms used herein and not defined shall have the
meanings assigned such terms in the Loan Agreement. </FONT></P><BR>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding
any provision of this Guaranty to the contrary, it is intended that this Guaranty, and any
liens and security interests granted by the undersigned to secure this Guaranty, not
constitute a Fraudulent Conveyance (as defined below). Consequently, the undersigned
agrees that if this Guaranty, or any liens or security interests securing this Guaranty,
would, but for the application of this sentence, constitute a Fraudulent Conveyance with
respect to the undersigned, this Guaranty with respect to the undersigned and each such
lien and security interest granted by the undersigned shall be valid and enforceable only
to the maximum extent that would not cause this Guaranty or such lien or security interest
to constitute a Fraudulent Conveyance with respect to the undersigned, and this Guaranty
shall automatically be deemed to have been amended accordingly at all relevant times. For
purposes hereof, <B>&#147;Fraudulent Conveyance&#148;</B> means a fraudulent conveyance
under Section 548 of the Bankruptcy Code (as hereinafter defined) or a fraudulent
conveyance or fraudulent transfer under the provisions of any applicable fraudulent
conveyance or fraudulent transfer law or similar law of any state, nation or other
governmental unit, as in effect from time to time. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
undersigned hereby agrees that, except as hereinafter provided, its obligations under this
Guaranty shall be unconditional, irrespective of (i) the validity or enforceability of
Borrowers&#146; Liabilities or any part thereof, or of any promissory note or other
document evidencing all or any part of Borrowers&#146; Liabilities, (ii) the absence of
any attempt to collect Borrowers&#146; Liabilities from either Borrower or any other
guarantor or other action to enforce the same, (iii) the waiver or consent by Agent or
Lender with respect to any provision of any instrument evidencing Borrowers&#146;
Liabilities, or any part thereof, or any other agreement heretofore, now or hereafter
executed by either Borrower and delivered to Agent or Lender, (iv) failure by Agent or
Lender to take any steps to perfect and maintain its security interest in, or to preserve
its rights to, any security or collateral for Borrowers&#146; Liabilities, (v) the
institution of any proceeding under Chapter 11 of Title 11 of the United States Code (11
U.S.C. &sect;101 et seq.), as amended (the <B>&#147;Bankruptcy Code&#148;</B>), or any
similar proceeding, by or against either Borrower, or Agent&#146;s or Lender&#146;s
election in any such proceeding of the application of Section 1111(b)(2) of the Bankruptcy
Code, (vi) any borrowing or grant of a security interest by either Borrower as
debtor-in-possession, under Section 364 of the Bankruptcy Code, (vii) the disallowance,
under Section 502 of the Bankruptcy Code, of all or any portion of Agent&#146;s or
Lender&#146;s claim(s) for repayment of Borrowers&#146; Liabilities, or (viii) any other
circumstance which might otherwise constitute a legal or equitable discharge or defense of
a guarantor. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
undersigned hereby waives diligence, presentment, demand of payment, filing of claims with
a court in the event of receivership or bankruptcy of either Borrower, protest or notice
with respect to Borrowers&#146; Liabilities and all demands whatsoever, and covenants that
this Guaranty will not be discharged, except by complete performance of the obligations
and liabilities contained herein. Upon the occurrence, and during the continuation of any
Default or Event of Default by either Borrower under any of the Loan Documents, Agent may,
at its sole election, proceed directly and at once, without notice (except as expressly
provided in the Loan Agreement or the Other Agreements), against the undersigned to
collect and recover the full amount or any portion of Borrowers&#146; Liabilities, without
first proceeding against either Borrower, or any other person, firm, or corporation, or
against any security or collateral for Borrowers&#146; Liabilities. </FONT></P>


<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2</FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Agent
is hereby authorized, without notice or demand and without affecting the liability of the
undersigned hereunder, to at any time and from time to time (i) renew, extend, accelerate
or otherwise change the time for payment of, or other terms relating to, Borrowers&#146;
Liabilities or otherwise modify, amend or change the terms of any promissory note or other
agreement, document or instrument now or hereafter executed by either Borrower and
delivered to Agent or Lender; (ii) accept partial payments on Borrowers&#146; Liabilities;
(iii) take and hold security or collateral for the payment of Borrowers&#146; Liabilities
guaranteed hereby, or for the payment of this Guaranty, or for the payment of any other
guaranties of Borrowers&#146; Liabilities or other liabilities of either Borrower, and
exchange, enforce, waive and release any such security or collateral; (iv) apply such
security or collateral and direct the order or manner of sale thereof as in its sole
discretion it may determine; and (v) settle, release, compromise, collect or otherwise
liquidate Borrowers&#146; Liabilities and any security or collateral therefor in any
manner, without affecting or impairing the obligations of the undersigned hereunder. Agent
shall have the exclusive right to determine the time and manner of application of any
payments or credits, whether received from either Borrower or any other source, and such
determination shall be binding on the undersigned. All such payments and credits may be
applied, reversed and reapplied, in whole or in part, to any of Borrowers&#146;
Liabilities as Agent shall determine in its sole discretion without affecting the validity
or enforceability of this Guaranty. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To
secure the payment and performance of the undersigned&#146;s obligations and liabilities
contained herein, the undersigned grants to Agent, for its benefit and/or the benefit of
Lender a security interest in all property of the undersigned delivered concurrently
herewith or which is now, or at any time hereafter in transit to, or in the possession,
custody or control of Agent or Lender or any affiliate of Agent or Lender, and all
proceeds of all such property. The undersigned agrees that Agent shall have the rights and
remedies of a secured party under the Uniform Commercial Code of the Commonwealth of
Pennsylvania, as now existing or hereafter amended, with respect to all of the aforesaid
property, including without limitation thereof, the right to sell or otherwise dispose of
any or all of such property and apply the proceeds of such sale to the payment of
Borrowers&#146; Liabilities. In addition, at any time after maturity of Borrowers&#146;
Liabilities by reason of acceleration or otherwise, Agent may, in its sole discretion,
without notice to the undersigned and regardless of the acceptance of any security or
collateral for the payment hereof, appropriate and apply toward the payment of
Borrowers&#146; Liabilities (i) any indebtedness due or to become due from Agent and/or
Lender to the undersigned, and (ii) any moneys, credits or other property belonging to the
undersigned, at any time held by or coming into the possession of Agent and/or Lender
whether for deposit or otherwise. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
undersigned hereby assumes responsibility for keeping itself informed of the financial
condition of each Borrower, and any and all endorsers and/or other guarantors of any
instrument or document evidencing all or any part of Borrowers&#146; Liabilities and of
all other circumstances bearing upon the risk of nonpayment of Borrowers&#146; Liabilities
or any part thereof that diligent inquiry would reveal and the undersigned hereby agrees
that neither Agent nor Lender shall have any duty to advise the undersigned of information
known to Agent or Lender regarding such condition or any such circumstances or to
undertake any investigation not a part of its regular business routine. If Agent or
Lender, in its sole discretion, undertakes at any time or from time to time to provide any
such information to the undersigned, such party shall be under no obligation to update any
such information or to provide any such information to the undersigned on any subsequent
occasion. </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3</FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
undersigned consents and agrees that Agent shall be under no obligation to marshal any
assets in favor of the undersigned or against or in payment of any or all of
Borrowers&#146; Liabilities. The undersigned further agrees that, to the extent that
either Borrower makes a payment or payments to Agent, or Agent receives any proceeds of
collateral, which payment or payments or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside and/or required to be repaid to such
Borrower, its estate, trustee, receiver or any other party, including, without limitation,
the undersigned, under any bankruptcy law, state or federal law, common law or equitable
theory, then to the extent of such payment or repayment, Borrowers&#146; Liabilities or
the part thereof which has been paid, reduced or satisfied by such amount, and the
undersigned&#146;s obligations hereunder with respect to such portion of Borrowers&#146;
Liabilities, shall be reinstated and continued in full force and effect as of the date
such initial payment, reduction or satisfaction occurred. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
undersigned agrees that any and all claims of the undersigned against either Borrower, any
endorser or any other guarantor of all or any part of Borrowers&#146; Liabilities, or
against any of either Borrower&#146;s properties, whether arising by reason of any payment
by the undersigned to Agent pursuant to the provisions hereof, or otherwise, shall be
subordinate and subject in right of payment to the prior payment, in full, of all of
Borrowers&#146; Liabilities. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Agent
may, without notice to anyone, sell or assign Borrowers&#146; Liabilities or any part
thereof, or grant participations therein, and in any such event each and every immediate
or remote assignee or holder of, or participant in, all or any of Borrowers&#146;
Liabilities shall have the right to enforce this Guaranty, by suit or otherwise for the
benefit of such assignee, holder, or participant, as fully as if herein by name
specifically given such right, but Agent shall have an unimpaired right, prior and
superior to that of any such assignee, holder or participant, to enforce this Guaranty for
the benefit of Agent, as to any part of Borrowers&#146; Liabilities retained by Agent. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Guaranty shall be binding upon the undersigned and upon the successors (including without
limitation, any receiver, trustee or debtor in possession of or for the undersigned) of
the undersigned and shall inure to the benefit of Agent and Lender and their successors
and assigns. The undersigned hereby represents and warrants that it has all necessary
corporate or partnership authority, as the case may be, to execute and deliver this
Guaranty and to perform its obligations hereunder. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Guaranty shall continue in full force and effect, and Agent and/or Lender shall be
entitled to make loans and advances and extend financial accommodations to either Borrower
on the faith hereof until such time as Agent has, in writing, notified the undersigned
that all of Borrowers&#146; Liabilities have been paid in full and discharged and the Loan
Agreement has been terminated or until Agent has actually received written notice from the
undersigned of the discontinuance of this Guaranty as to the undersigned, or written
notice of the dissolution of the undersigned. In case of any discontinuance by, or
dissolution of, the undersigned (collectively, a <B>&#147;Termination Event&#148;</B>),
this Guaranty and the obligations of the undersigned and its successors or assigns shall
remain in full force and effect with respect to all of Borrowers&#146; Liabilities
incurred prior to the receipt by Agent of written notice of the Termination Event. </FONT></P>


<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4</FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Wherever
possible each provision of this Guaranty shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this Guaranty shall be
prohibited by or invalid under such law, such provision shall be ineffective to the extent
of such prohibition or invalidity&nbsp;without invalidating the remainder of such
provision or the remaining provisions of this Guaranty. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>THIS
GUARANTY SHALL BE GOVERNED AND CONTROLLED BY THE INTERNAL LAWS OF THE COMMONWEALTH OF
PENNSYLVANIA.</B> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
undersigned irrevocably agrees that, subject to Agent&#146;s sole and absolute election,
<B>ALL ACTIONS OR PROCEEDINGS IN ANY WAY, MANNER OR RESPECT, ARISING OUT OF OR FROM OR
RELATED TO THIS GUARANTY MAY BE LITIGATED IN COURTS HAVING SITUS WITHIN THE CITY OF
PHILADELPHIA, COMMONWEALTH OF PENNSYLVANIA. THE UNDERSIGNED HEREBY CONSENTS AND SUBMITS TO
THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURTS LOCATED WITHIN SAID CITY AND
</B>STATE. The undersigned agrees that all service of process may be made upon the
undersigned by mail or messenger directed to the undersigned at the address provided on
the signature hereof. <B>THE UNDERSIGNED HEREBY WAIVES ANY RIGHT IT MAY HAVE TO TRANSFER
OR CHANGE THE VENUE OF ANY LITIGATION BROUGHT AGAINST THE UNDERSIGNED BY LENDER IN
ACCORDANCE WITH THIS PARAGRAPH</B>. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>THE
UNDERSIGNED HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH
PERTAINS DIRECTLY OR INDIRECTLY TO THIS GUARANTY.</B> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>THE
UNDERSIGNED HEREBY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF
ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA OR IN ANY OTHER JURISDICTION WHICH PERMITS
THE ENTRY OF JUDGMENT BY CONFESSION, TO APPEAR FOR THE UNDERSIGNED AT ANY TIME AFTER THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT UNDER THE LOAN AGREEMENT OR
ANY OF THE OTHER LOAN DOCUMENTS IN ANY ACTION BROUGHT AGAINST THE UNDERSIGNED ON THIS
GUARANTY AT THE SUIT OF AGENT AND/OR LENDER WITH OR WITHOUT COMPLAINT OR DECLARATION
FILED, WITHOUT STAY OF EXECUTION, AS OF ANY TERM OR TIME, AND THEREIN TO CONFESS OR ENTER
JUDGMENT AGAINST THE UNDERSIGNED FOR THE ENTIRE UNPAID AMOUNT OF THE LIABILITIES AND ALL
ARREARAGES OF INTEREST THEREON, TOGETHER WITH ALL COSTS AND OTHER EXPENSES AND AN
ATTORNEY&#146;S COLLECTION COMMISSION OF FIFTEEN PERCENT (15%) OF THE AGGREGATE AMOUNT OF
THE FOREGOING SUMS, BUT IN NO EVENT LESS THAN FIVE THOUSAND DOLLARS ($5,000.00); AND FOR
SO DOING OR A COPY HEREOF VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT.</B> </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5</FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>THE
AUTHORITY GRANTED HEREIN TO CONFESS JUDGMENT SHALL NOT BE EXTINGUISHED BY ANY EXERCISE
THEREOF, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES DURING THE DURATION OF THIS
GUARANTY. THE UNDERSIGNED ACKNOWLEDGES THAT THE UNDERSIGNED HAS BEEN REPRESENTED BY
COUNSEL IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS GUARANTY. THE UNDERSIGNED
KNOWINGLY WAIVES THE UNDERSIGNED&#146;S RIGHT TO BE HEARD PRIOR TO THE ENTRY OF SUCH
JUDGMENT AND UNDERSTANDS THAT, UPON SUCH ENTRY, SUCH JUDGMENT SHALL BECOME A LIEN ON
CERTAIN PROPERTY OF THE UNDERSIGNED AND THAT EXECUTION MAY IMMEDIATELY BE ISSUED ON THE
JUDGMENT TO GARNISH, LEVY ON OR ATTACH CERTAIN PERSONAL PROPERTY OF THE UNDERSIGNED.</B> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>THE
UNDERSIGNED WAIVES AND RELINQUISHES ALL ERRORS, DEFECTS AND IMPERFECTIONS IN THE ENTRY OF
JUDGMENT AS AFORESAID, OR IN ANY PROCEEDING PURSUANT THERETO, AND ALL BENEFITS THAT MAY
ACCRUE TO THE UNDERSIGNED BY VIRTUE OF ANY LAW OR RULE OF COURT RELATING TO A STAY OF
EXECUTION OR EXEMPTING ANY PROPERTY FROM LEVY OR SALE UNDER EXECUTION.</B> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Capitalized
terms used herein and not otherwise defined shall have the meanings given such terms in
the Loan Agreement. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>IN
WITNESS WHEREOF,</B> this Guaranty has been duly executed by the undersigned as of this
8<SUP>th</SUP> day of July, 2003. </FONT></P>


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     <TH COLSPAN="1"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TH>
     <TH COLSPAN="2"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TH>
     <TH COLSPAN="1"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TH></TR>
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     <TH COLSPAN="1"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TH>
     <TH COLSPAN="2" ALIGN="Left"><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>MTS PACKAGING SYSTEMS
        INTERNATIONAL LTD.</B></FONT></TH>
     <TH COLSPAN="1"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TH></TR>
<TR VALIGN=Bottom>
     <TH COLSPAN="1">&nbsp;</TH><TH COLSPAN="2">&nbsp;</TH><TH COLSPAN="1"></TH></TR>
<TR VALIGN=Bottom>
     <TD WIDTH="50%" ALIGN="Left"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="10%" ALIGN="Left" VALIGN="Top"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>By:</FONT></TD>
     <TD WIDTH="25%" VALIGN="Baseline"><HR NOSHADE COLOR=Black SIZE=1></TD>
     <TD WIDTH="15%">&nbsp;</TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN="Left"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN="Left" VALIGN="Top"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Name/Title:</FONT></TD>
     <TD VALIGN="Baseline"><HR NOSHADE COLOR=Black SIZE=1></TD>
     <TD>&nbsp;</TD></TR></TABLE><BR>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6</FONT></P>




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