                                                                    EXHIBIT 4.20

                              SUBSIDIARY GUARANTEE

         SUBSIDIARY  GUARANTEE,  dated as of February ___, 2005, made by each of
the signatories  hereto  (together with any other entity that may become a party
hereto  as  provided  herein)  (the  "GUARANTORS"),  in  favor  of  the  holders
(collectively,  the "HOLDERS") of those certain 7% Convertible  Debentures,  due
February ___,  2005,  2009 (the  "DEBENTURES")  issued  pursuant to that certain
Securities  Purchase  Agreement  (the "PURCHASE  AGREEMENT"),  dated February 9,
2005, between Access Integrated Technologies,  Inc., a Delaware corporation (the
"COMPANY") and the original purchasers of Debentures (the "PURCHASERS").

         NOW,  THEREFORE,  in  consideration  of the  premises and to induce the
Purchasers  to  enter  into  the  Purchase   Agreement  and  to  carry  out  the
transactions contemplated thereby, each Guarantor hereby agrees with the Holders
as follows:

     1.  DEFINITIONS.  Unless  otherwise  defined  herein,  terms defined in the
Purchase  Agreement and used herein shall have the meanings given to them in the
Purchase  Agreement.  The words "hereof," "herein," "hereto" and "hereunder" and
words  of  similar  import  when  used in this  Guarantee  shall  refer  to this
Guarantee as a whole and not to any particular provision of this Guarantee,  and
Section  and  Schedule   references  are  to  this  Guarantee  unless  otherwise
specified.  The  meanings  given  to  terms  defined  herein  shall  be  equally
applicable  to both the singular and plural forms of such terms.  The  following
terms shall have the following meanings:

          "GUARANTEE"  means  this  Subsidiary  Guarantee,  as the  same  may be
     amended, supplemented or otherwise modified from time to time.

          "OBLIGATIONS" means all monetary obligations of the Company, under the
     Debentures, together with all reasonable attorneys' fees, disbursements and
     all other costs and expenses of collection incurred by Holders in enforcing
     any of such obligations and/or this Guarantee.

          "PERMITTED DEBT" means trade payables and  indebtedness  consisting of
     capitalized lease obligations and purchase money  indebtedness  incurred in
     connection  with  acquisition  of  capital  assets  and  obligations  under
     sale-leaseback  arrangements  with  respect  to newly  acquired  or  leased
     assets;  PROVIDED,  HOWEVER,  that in each  case such  obligations  are not
     secured by liens on any assets of the applicable  Guarantor and may only be
     secured by the assets so acquired or leased thereafter.

          "PERMITTED  LIEN" mean (a) Liens with  respect to the payment of taxes
     or  governmental  charges  in all cases  which are not yet due or which are
     subject to a good faith contest;  (b) any Liens incurred in connection with
     Permitted  Debt  provided  that such liens are not secured by assets of the
     applicable  Guarantor other than the assets so acquired or leased;  and (c)
     statutory  Liens of landlords or equipment  lessors against any property of
     the  applicable  Guarantor  in favor  of  suppliers,  mechanics,  carriers,
     materialmen, warehousemen or workmen.

     2. GUARANTEE.

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          (a) GUARANTEE.

               (i) The Guarantors hereby, jointly and severally, unconditionally
          and  irrevocably,  guarantee  to  the  Holders  and  their  respective
          successors,   indorsees,  transferees  and  assigns,  the  prompt  and
          complete  payment and  performance by the Company when due (whether at
          the stated maturity, by acceleration or otherwise) of the Obligations.

               (ii) Anything herein or in any other Transaction  Document to the
          contrary  notwithstanding,  the maximum  liability  of each  Guarantor
          hereunder and under the other Transaction  Documents shall in no event
          exceed the amount  which can be  guaranteed  by such  Guarantor  under
          applicable  federal and state  laws,  including  laws  relating to the
          insolvency  of  debtors,  fraudulent  conveyance  or  transfer or laws
          affecting  the rights of creditors  generally  (after giving effect to
          the right of contribution established in Section 2(b)).

               (iii) Each Guarantor  agrees that the Obligations may at any time
          and from  time to time  exceed  the  amount of the  liability  of such
          Guarantor  hereunder without impairing the guarantee contained in this
          Section  2 or  affecting  the  rights  and  remedies  of  the  Holders
          hereunder.

               (iv) The  guarantee  contained  in this Section 2 shall remain in
          full force and effect until all the Obligations and the obligations of
          each Guarantor  under the guarantee  contained in this Section 2 shall
          have been satisfied by payment in full.

               (v) No payment made by the Company,  any of the  Guarantors,  any
          other  guarantor  or any other  Person or received or collected by the
          Holders from the Company,  any of the Guarantors,  any other guarantor
          or any  other  Person by virtue  of any  action or  proceeding  or any
          set-off or  appropriation  or  application at any time or from time to
          time in reduction of or in payment of the Obligations  shall be deemed
          to modify,  reduce,  release or otherwise  affect the liability of any
          Guarantor  hereunder  which  shall,  notwithstanding  any such payment
          (other  than any  payment  made by such  Guarantor  in  respect of the
          Obligations  or any payment  received or collected from such Guarantor
          in respect of the  Obligations),  remain liable for the Obligations up
          to the  maximum  liability  of  such  Guarantor  hereunder  until  the
          Obligations are paid in full.

               (vi) Notwithstanding  anything to the contrary in this Guarantee,
          with respect to any defaulted  non-monetary  Obligations  the specific
          performance  of which by the  Guarantors  is not  reasonably  possible
          (e.g.  the issuance of the Company's  Common  Stock),  the  Guarantors
          shall only be liable for making the Holders whole on a monetary  basis
          for the Company's  failure to perform such  Obligations  in accordance
          with the Transaction Documents.

          (b) RIGHT OF  CONTRIBUTION.  Each Guarantor  hereby agrees that to the
     extent that a Guarantor shall have paid more than its  proportionate  share
     of any payment made hereunder, such Guarantor shall be entitled to seek and
     receive  contribution from and against any other Guarantor  hereunder which
     has not paid its  proportionate  share of such  payment.  Each  Guarantor's
     right of  contribution  shall be  subject  to the terms and  conditions  of
     Section 2(c). The provisions of this Section 2(b) shall in no respect limit
     the obligations and liabilities of any

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     Guarantor to the Holders,  and each  Guarantor  shall remain  liable to the
     Holders for the full amount guaranteed by such Guarantor hereunder.

          (c) NO SUBROGATION.  Notwithstanding any payment made by any Guarantor
     hereunder or any set-off or  application  of funds of any  Guarantor by the
     Holders,  no  Guarantor  shall be entitled to be  subrogated  to any of the
     rights of the Holders  against the  Company or any other  Guarantor  or any
     collateral security or guarantee or right of offset held by the Holders for
     the payment of the Obligations, nor shall any Guarantor seek or be entitled
     to seek any  contribution  or  reimbursement  from the Company or any other
     Guarantor in respect of payments made by such  Guarantor  hereunder,  until
     all  amounts  owing  to  the  Holders  by the  Company  on  account  of the
     Obligations  are paid in full. If any amount shall be paid to any Guarantor
     on  account  of  such  subrogation  rights  at  any  time  when  all of the
     Obligations  shall not have been paid in full, such amount shall be held by
     such  Guarantor  in trust for the Holders,  segregated  from other funds of
     such Guarantor,  and shall,  forthwith upon receipt by such  Guarantor,  be
     turned  over to the Holders in the exact form  received  by such  Guarantor
     (duly  indorsed by such  Guarantor  to the  Holders,  if  required),  to be
     applied  against the  Obligations,  whether  matured or unmatured,  in such
     order as the Holders may determine.

          (d) AMENDMENTS,  ETC. WITH RESPECT TO THE OBLIGATIONS.  Each Guarantor
     shall  remain  obligated  hereunder   notwithstanding   that,  without  any
     reservation  of rights  against  any  Guarantor  and  without  notice to or
     further  assent by any  Guarantor,  any  demand  for  payment of any of the
     Obligations  made by the Holders may be rescinded by the Holders and any of
     the Obligations  continued,  and the  Obligations,  or the liability of any
     other Person upon or for any part thereof,  or any  collateral  security or
     guarantee therefor or right of offset with respect thereto,  may, from time
     to time,  in whole or in part,  be renewed,  extended,  amended,  modified,
     accelerated,  compromised,  waived, surrendered or released by the Holders,
     and the Purchase  Agreement  and the other  Transaction  Documents  and any
     other  documents  executed and  delivered in  connection  therewith  may be
     amended, modified,  supplemented or terminated, in whole or in part, as the
     Holders may deem advisable from time to time, and any collateral  security,
     guarantee  or  right of  offset  at any time  held by the  Holders  for the
     payment of the Obligations may be sold, exchanged,  waived,  surrendered or
     released. The Holders shall have no obligation to protect,  secure, perfect
     or insure any Lien at any time held by them as security for the Obligations
     or for the  guarantee  contained in this Section 2 or any property  subject
     thereto.

          (e) GUARANTEE  ABSOLUTE AND  UNCONDITIONAL.  Each Guarantor waives any
     and all notice of the creation, renewal, extension or accrual of any of the
     Obligations  and notice of or proof of  reliance  by the  Holders  upon the
     guarantee  contained  in this  Section  2 or  acceptance  of the  guarantee
     contained  in this  Section  2; the  Obligations,  and any of  them,  shall
     conclusively  be deemed to have been created,  contracted  or incurred,  or
     renewed,  extended,  amended  or waived,  in  reliance  upon the  guarantee
     contained in this  Section 2; and all dealings  between the Company and any
     of the  Guarantors,  on the one hand,  and the Holders,  on the other hand,
     likewise shall be conclusively  presumed to have been had or consummated in
     reliance  upon the  guarantee  contained in this Section 2. Each  Guarantor
     waives to the extent  permitted  by law  diligence,  presentment,  protest,
     demand for  payment  and notice of  default  or  nonpayment  to or upon the
     Company or any of the  Guarantors  with  respect to the  Obligations.  Each
     Guarantor  understands  and agrees  that the  guarantee  contained  in this
     Section 2 shall be construed as a  continuing,  absolute and  unconditional
     guarantee of payment without regard to (a) any other collateral

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     security  therefor or guarantee or right of offset with respect  thereto at
     any time or from time to time held by the Holders, (b) any defense, set-off
     or counterclaim (other than a defense of payment or performance or fraud or
     misconduct by Holders) which may at any time be available to or be asserted
     by the Company or any other Person  against the  Holders,  or (c) any other
     circumstance  whatsoever  (with or without  notice to or  knowledge  of the
     Company or such  Guarantor)  which  constitutes,  or might be  construed to
     constitute,  an  equitable  or  legal  discharge  of the  Company  for  the
     Obligations in bankruptcy or in any other  instance,  with the exception of
     judicial  discharge of any  Guarantor by a bankruptcy  or other  federal or
     state  court to which the parties  have  submitted  themselves  pursuant to
     Section 5(k)(i). When making any demand hereunder or otherwise pursuing its
     rights and remedies  hereunder against any Guarantor,  the Holders may, but
     shall be under no  obligation  to,  make a similar  demand on or  otherwise
     pursue such rights and remedies as they may have  against the Company,  any
     other  Guarantor or any other Person or against any collateral  security or
     guarantee for the Obligations or any right of offset with respect  thereto,
     and any  failure by the  Holders to make any such  demand,  to pursue  such
     other rights or remedies or to collect any payments  from the Company,  any
     other  Guarantor or any other Person or to realize upon any such collateral
     security  or  guarantee  or to  exercise  any such right of offset,  or any
     release of the Company, any other Guarantor or any other Person or any such
     collateral  security,  guarantee or right of offset,  shall not relieve any
     Guarantor of any obligation or liability hereunder, and shall not impair or
     affect the rights and remedies,  whether express, implied or available as a
     matter of law,  of the  Holders  against any  Guarantor.  For the  purposes
     hereof,  "demand"  shall include the  commencement  and  continuance of any
     legal proceedings.

          (f)  REINSTATEMENT.  The  guarantee  contained in this Section 2 shall
     continue to be effective,  or be reinstated,  as the case may be, if at any
     time payment,  or any part thereof,  of any of the Obligations is rescinded
     or  must  otherwise  be  restored  or  returned  by the  Holders  upon  the
     insolvency, bankruptcy,  dissolution,  liquidation or reorganization of the
     Company or any  Guarantor,  or upon or as a result of the  appointment of a
     receiver,  intervenor or conservator of, or trustee or similar officer for,
     the Company or any Guarantor or any  substantial  part of its property,  or
     otherwise, all as though such payments had not been made.

          (g) PAYMENTS. Each Guarantor hereby guarantees that payments hereunder
     will be paid to the Holders without set-off or counterclaim in U.S. dollars
     at the address set forth or referred to in the Purchase Agreement.

     3.  REPRESENTATIONS  AND  WARRANTIES.   Each  Guarantor  hereby  makes  the
following representations and warranties to Holders as of the date hereof:

          (a)  ORGANIZATION AND  QUALIFICATION.  The Guarantor is a corporation,
     duly incorporated,  validly existing and in good standing under the laws of
     the  applicable  jurisdiction  set forth on Schedule 1, with the  requisite
     corporate  power and authority to own and use its properties and assets and
     to carry on its  business as  currently  conducted.  The  Guarantor  has no
     subsidiaries  other  than  those  identified  as  such  on  the  Disclosure
     Schedules to the Purchase Agreement.  The Guarantor is duly qualified to do
     business  and  is  in  good  standing  as a  foreign  corporation  in  each
     jurisdiction  in which the nature of the  business  conducted  or  property
     owned by it makes such qualification necessary, except where the failure to
     be so  qualified  or in good  standing,  as the  case  may be,  could  not,
     individually or in the aggregate, (x) adversely

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     affect the legality, validity or enforceability of any of this Guarantee in
     any material respect,  (y) have a material adverse effect on the results of
     operations,  assets,  prospects, or financial condition of the Guarantor or
     (z) adversely  impair in any material  respect the  Guarantor's  ability to
     perform  fully on a timely basis its  obligations  under this  Guarantee (a
     "MATERIAL ADVERSE EFFECT").

          (b)  AUTHORIZATION;  ENFORCEMENT.  The  Guarantor  has  the  requisite
     corporate  power  and  authority  to  enter  into  and  to  consummate  the
     transactions contemplated by this Guarantee, and otherwise to carry out its
     obligations hereunder.  The execution and delivery of this Guarantee by the
     Guarantor  and  the  consummation  by it of the  transactions  contemplated
     hereby have been duly authorized by all requisite  corporate  action on the
     part of the Guarantor.  This Guarantee has been duly executed and delivered
     by the Guarantor and  constitutes  the valid and binding  obligation of the
     Guarantor  enforceable  against the Guarantor in accordance with its terms,
     except as such  enforceability  may be  limited by  applicable  bankruptcy,
     insolvency,   reorganization,   moratorium,  liquidation  or  similar  laws
     relating to, or affecting  generally the enforcement of,  creditors' rights
     and remedies or by other equitable principles of general application.

          (c) NO CONFLICTS.  The  execution,  delivery and  performance  of this
     Guarantee by the  Guarantor  and the  consummation  by the Guarantor of the
     transactions  contemplated thereby do not and will not (i) conflict with or
     violate any provision of its  Certificate  of  Incorporation  or By-laws or
     (ii) conflict with,  constitute a default (or an event which with notice or
     lapse of time or both would become a default)  under, or give to others any
     rights of termination,  amendment,  acceleration  or  cancellation  of, any
     agreement,  indenture or instrument  to which the Guarantor is a party,  or
     (iii) result in a violation of any law, rule, regulation,  order, judgment,
     injunction,  decree  or other  restriction  of any  court  or  governmental
     authority to which the  Guarantor is subject  (including  Federal and state
     securities  laws and  regulations),  or by which any  material  property or
     asset of the Guarantor is bound or affected,  except in the case of each of
     clauses (ii) and (iii), such conflicts, defaults, terminations, amendments,
     accelerations,  cancellations and violations as could not,  individually or
     in the aggregate, have or result in a Material Adverse Effect. The business
     of the Guarantor is not being conducted in violation of any law,  ordinance
     or regulation of any governmental  authority,  except for violations which,
     individually or in the aggregate, do not have a Material Adverse Effect.

          (d) CONSENTS AND  APPROVALS.  The  Guarantor is not required to obtain
     any  consent,  waiver,  authorization  or order of,  or make any  filing or
     registration  with, any court or other federal,  state,  local,  foreign or
     other  governmental  authority  or  other  person  in  connection  with the
     execution, delivery and performance by the Guarantor of this Guarantee. (e)
     PURCHASE  AGREEMENT.  The representations and warranties of the Company set
     forth in the Purchase  Agreement as they relate to such Guarantor,  each of
     which is hereby incorporated  herein by reference,  are true and correct as
     of each time such  representations  are deemed to be made  pursuant to such
     Purchase  Agreement,  and the Holders  shall be entitled to rely on each of
     them as if they were fully set forth herein,  provided, that each reference
     in each such  representation and warranty to the Company's knowledge shall,
     for the  purposes of this  Section 3, be deemed to be a  reference  to such
     Guarantor's knowledge.

     4. COVENANTS.

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          (a) Each  Guarantor  covenants and agrees with the Holders that,  from
     and after the date of this Guarantee until the Obligations  shall have been
     paid in full, such Guarantor shall take,  and/or shall refrain from taking,
     as the case may be, each  commercially  reasonable action that is necessary
     to be taken or not  taken,  as the case may be, so that no Event of Default
     (as defined in the Debentures) is caused by the failure to take such action
     or to refrain from taking such action by such Guarantor.

          (b) So long as any of the Obligations are outstanding,  each Guarantor
     will not directly or indirectly on or after the date of this Guarantee:

               (i) except for (A) Permitted Debt and (B) $1,700,000 of unsecured
          indebtedness  for  borrowed  money on the  property  and  assts of ADM
          Cinema  Corporation  ("ADM") to be  incurred  in  connection  with the
          acquisition of certain of the assets of Prichard  Square  Cinema,  LLC
          d/b/a Pavilion Theatre,  a New York limited liability  company,  enter
          into,  create,  incur,  assume or suffer to exist any indebtedness for
          borrowed money of any kind, including but not limited to, a guarantee,
          on or with  respect  to any of its  property  or  assets  now owned or
          hereafter  acquired or any  interest  therein or any income or profits
          therefrom that is senior to, or pari passu with, in any respect,  such
          Guarantor's obligations hereunder;

               (ii)  except for  Permitted  Liens,  enter into,  create,  incur,
          assume or suffer to exist any liens of any kind, on or with respect to
          any of its property or assets now owned or  hereafter  acquired or any
          interest therein or any income or profits therefrom that is senior to,
          in any respect, such Guarantor's obligations hereunder;

               (iii) amend its  certificate  of  incorporation,  bylaws or other
          charter  documents so as to adversely  affect any rights of the Holder
          hereunder;

               (iv) repay, repurchase or offer to repay, repurchase or otherwise
          acquire more than a de minimis number of shares of its Common Stock or
          other equity securities; or

               (v)  enter  into  any  agreement  with  respect  to  any  of  the
          foregoing.

     5. MISCELLANEOUS.

          (a)  AMENDMENTS  IN WRITING.  None of the terms or  provisions of this
     Guarantee may be waived, amended, supplemented or otherwise modified except
     in writing by the Holders.

          (b) NOTICES. All notices,  requests and demands to or upon the Holders
     or any Guarantor  hereunder shall be effected in the manner provided for in
     the Purchase Agreement; PROVIDED that any such notice, request or demand to
     or upon any  Guarantor  shall be addressed to such  Guarantor at its notice
     address set forth on SCHEDULE 5(B).

          (c) NO WAIVER BY COURSE OF CONDUCT;  CUMULATIVE REMEDIES.  The Holders
     shall not by any act  (except by a written  instrument  pursuant to Section
     5(a)),  delay,  indulgence,  omission or otherwise be deemed to have waived
     any right or remedy  hereunder or to have  acquiesced  in any default under
     the Transaction Documents or Event of Default. No failure to

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     exercise,  nor any delay in  exercising,  on the part of the  Holders,  any
     right, power or privilege  hereunder shall operate as a waiver thereof.  No
     single or partial exercise of any right, power or privilege hereunder shall
     preclude any other or further exercise thereof or the exercise of any other
     right,  power or privilege.  A waiver by the Holders of any right or remedy
     hereunder on any one occasion  shall not be construed as a bar to any right
     or remedy which the Holders would  otherwise  have on any future  occasion.
     The rights and remedies herein  provided are  cumulative,  may be exercised
     singly  or  concurrently  and are not  exclusive  of any  other  rights  or
     remedies provided by law.

          (d) ENFORCEMENT EXPENSES; INDEMNIFICATION.

               (i) Each  Guarantor  agrees to pay, or reimburse the Holders for,
          all its  costs  and  expenses  incurred  in  collecting  against  such
          Guarantor  under the  guarantee  contained  in Section 2 or  otherwise
          enforcing or preserving  any rights under this Guarantee and the other
          Transaction  Documents to which such Guarantor is a party,  including,
          without  limitation,  the reasonable fees and disbursements of counsel
          to the Holders.

               (ii)  Each  Guarantor  agrees  to pay,  and to save  the  Holders
          harmless from, any and all  liabilities  with respect to, or resulting
          from any delay in paying,  any and all stamp,  excise,  sales or other
          taxes which may be payable or  determined  to be payable in connection
          with any of the transactions contemplated by this Guarantee.

               (iii)  Each  Guarantor  agrees  to pay,  and to save the  Holders
          harmless from, any and all liabilities,  obligations, losses, damages,
          penalties, actions, judgments, suits, costs, expenses or disbursements
          of any  kind or  nature  whatsoever  with  respect  to the  execution,
          delivery,   enforcement,   performance  and   administration  of  this
          Guarantee  to the  extent  the  Company  would  be  required  to do so
          pursuant to the Purchase Agreement.

               (iv) The  agreements in this Section  shall survive  repayment of
          the Obligations.

          (e) SUCCESSOR AND ASSIGNS.  This  Guarantee  shall be binding upon the
     successors  and assigns of each Guarantor and shall inure to the benefit of
     the Holders and their respective  successors and assigns;  provided that no
     Guarantor may assign, transfer or delegate any of its rights or obligations
     under this Guarantee without the prior written consent of the Holders.

          (f) COUNTERPARTS. This Guarantee may be executed by one or more of the
     parties to this Guarantee on any number of separate counterparts (including
     by telecopy),  and all of said counterparts  taken together shall be deemed
     to constitute one and the same instrument.

          (g) SEVERABILITY.  Any provision of this Guarantee which is prohibited
     or  unenforceable in any jurisdiction  shall, as to such  jurisdiction,  be
     ineffective to the extent of such prohibition or  unenforceability  without
     invalidating the remaining  provisions  hereof, and any such prohibition or
     unenforceability  in  any  jurisdiction  shall  not  invalidate  or  render
     unenforceable such provision in any other jurisdiction.

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          (h) SECTION HEADINGS.  The Section headings used in this Guarantee are
     for  convenience of reference  only and are not to affect the  construction
     hereof or be taken into consideration in the interpretation hereof.

          (i)  INTEGRATION.  This  Guarantee  represents  the  agreement  of the
     Guarantors  and the Holders with respect to the subject  matter  hereof and
     thereof,  and  there  are no  promises,  undertakings,  representations  or
     warranties by the Holders relative to subject matter hereof and thereof not
     expressly  set forth or  referred  to  herein  or in the other  Transaction
     Documents.

          (j) GOVERNING LAW. THIS GUARANTEE  SHALL BE GOVERNED BY, AND CONSTRUED
     AND  INTERPRETED  IN  ACCORDANCE  WITH,  THE LAW OF THE  STATE  OF NEW YORK
     WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAWS.

          (k)  SUBMISSION  TO  JURISDICTIONAL;  WAIVER.  Each  Guarantor  hereby
     irrevocably and unconditionally:

               (i)  submits for itself and its  property in any legal  action or
          proceeding  relating  to  this  Guarantee  and the  other  Transaction
          Documents to which it is a party,  or for  recognition and enforcement
          of any  judgment  in respect  thereof,  to the  non-exclusive  general
          jurisdiction  of the  Courts of the State of New York,  located in New
          York County,  New York, the courts of the United States of America for
          the  Southern  District  of New York,  and  appellate  courts from any
          thereof;

               (ii) consents  that any such action or proceeding  may be brought
          in such courts and waives any  objection  that it may now or hereafter
          have to the venue of any such action or  proceeding  in any such court
          or that such action or proceeding was brought in an inconvenient court
          and agrees not to plead or claim the same;

               (iii)  agrees  that  service  of  process  in any such  action or
          proceeding  may be effected by mailing a copy thereof by registered or
          certified mail (or any  substantially  similar form of mail),  postage
          prepaid,  to such Guarantor at its address referred to in the Purchase
          Agreement  or at such other  address of which the  Holders  shall have
          been notified pursuant thereto;

               (iv) agrees that nothing  herein shall affect the right to effect
          service of process in any other manner permitted by law or shall limit
          the right to sue in any other jurisdiction; and

               (v) waives,  to the maximum  extent not  prohibited  by law,  any
          right  it may  have  to  claim  or  recover  in any  legal  action  or
          proceeding  referred  to  in  this  Section  any  special,  exemplary,
          punitive or consequential damages.

          (l) ACKNOWLEDGEMENTS. Each Guarantor hereby acknowledges that:

               (i) it has been advised by counsel in the negotiation,  execution
          and delivery of this Guarantee and the other Transaction  Documents to
          which it is a party;

                                       8
<PAGE>

               (ii) the Holders have no fiduciary  relationship  with or duty to
          any Guarantor  arising out of or in connection  with this Guarantee or
          any of the other Transaction  Documents,  and the relationship between
          the Guarantors,  on the one hand, and the Holders,  on the other hand,
          in  connection  herewith  or  therewith  is solely  that of debtor and
          creditor; and

               (iii)  no  joint  venture  is  created  hereby  or by  the  other
          Transaction   Documents   or   otherwise   exists  by  virtue  of  the
          transactions contemplated hereby among the Guarantors and the Holders.

          (m) [Reserved].

          (n) RELEASE OF GUARANTORS. Subject to Section 2.6, each Guarantor will
     be released from all liability hereunder concurrently with the repayment in
     full of all amounts owed under the Purchase  Agreement,  the Debentures and
     the other Transaction Documents.

          (o)  SENIORITY.  Subject  to the other  terms and  conditions  of this
     Guarantee,  the Obligations of each of the Guarantors hereunder rank senior
     in priority to any other  unsecured Debt (as defined in the  Debentures) of
     such Guarantor.

          (p) WAIVER OF JURY TRIAL.  EACH  GUARANTOR  AND, BY  ACCEPTANCE OF THE
     BENEFITS HEREOF,  THE PURCHASERS,  HEREBY  IRREVOCABLY AND  UNCONDITIONALLY
     WAIVE  TRIAL BY JURY IN ANY LEGAL  ACTION OR  PROCEEDING  RELATING  TO THIS
     GUARANTEE AND FOR ANY COUNTERCLAIM THEREIN.

                               *****************

                                       9
<PAGE>

     IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee to be
duly executed and delivered as of the date first above written.

     [SUBSIDIARY]

     By:_________________________________
         Name:
         Title:

                                       10
<PAGE>

                                   SCHEDULE 1

                                   GUARANTORS

     The  following  are  the  names,   notice  addresses  and  jurisdiction  of
organization of each Guarantor.

                                                               COMPANY
                                   JURISDICTION OF             OWNED BY
                                   INCORPORATION               PERCENTAGE
                                   -----------------           -----------------

------------------
