1.

Continuing Guarantee and Obligations covered:

2.

Extensions of Obligations and Primary Liability:

3.

Waivers by the Guarantor:

4.

Banks Indulgencies, Forbearances and Consent to Borrower’s Action or Omission, Application of Borrower's Payments:

5.

Other Security:

(i)

From time to time, the Bank may take any or all of the following actions without notice to, or consent of the undersigned:

(a)

retain or obtain a security they hold securing any of the obligations, or securing any obligation under this continuing guarantee;

(b)

subordinate, compromise or release any security they hold securing any of the obligations, or securing any obligation under this continuing guarantee or permit substitution or exchange for such security;

(c)

retain or obtain the primary or secondary liability of any other party or parties with respect to any of the obligations;

(d)

subordinate, waive, compromise or release any liability of any nature of any other party or parties with respect to the obligations, or any security for such obligations, on such terms and conditions as may be deemed acceptable to the Bank, and

(e)

resort to the undersigned for payment of any of the obligations, whether or not the Bank shall have resorted to any property securing any of the obligations or any obligation under this continuing guarantee and whether or not the Bank shall have proceeded against any other party primarily or secondarily liable on the obligations.

(f)

debit the Guarantor’s account and/or appropriate sums therein to cover or meet the extent of any loss or liability arising from this guarantee.

(g)

debit any of the Guarantor’s account in its name or any subsidiary or sister company with any sums payable hereunder without prior reference to the Guarantor set off the Guarantor’s liability or any amounts due by the Guarantor hereunder against any money standing to the Guarantor’s account or accounts referred to in these presents and retain as security for amounts due any shares stock or other security or interest in securities held by the bank for safe keeping or otherwise.

(ii)

No collateral or other security which may now or hereafter be held by the Bank for all or any part of the moneys or liabilities hereby guaranteed nor the liability to which the Bank may otherwise be entitled nor the liability of any person or persons not parties hereto for all or any part of the moneys or liabilities hereby secured shall be in any way prejudiced or affected by this guarantee.

(iii)

The liability of the Guarantor hereunder shall not be affected by any failure by the Bank to take any security or by any invalidity of any security taken or by any existing or future agreement by the Bank as to the application of any advances made or to be made to the Borrower.

(iv)

This guarantee shall be in addition to any other guarantee or other security for the Borrower which the Bank may now or hereafter hold whether from the Guarantor hereunder or otherwise and on discharge by payment or otherwise shall remain the property of the Bank.

6.

Bank's Set-off:

(1)

In addition to any other right which the Bank may have hereunder at law or in equity, if any of the circumstances of insolvency (as defined in this Clause) shall occur, or if any liability of the undersigned under this continuing guarantee shall become due and owing for any reason, then the Bank may apply against the liability of the undersigned under this continuing guarantee any or all present and future credit balances of the undersigned in whatever currency or currencies as may be held by the Bank, its branches or subsidiaries, and in addition, the Bank may so apply any other present or future claim of the undersigned against the Bank, its branches or subsidiaries.  The term “Circumstances or Insolvency” as used in this instrument shall mean any situation in which the Borrower shall make an assignment for the benefit of creditors, or shall make a composition for the benefit of creditors or shall be the subject of any proceeding or petition with a view to its being wound up (provided however, that where

involuntary, such proceeding or petition shall be covered by this Clause only if it shall remain undismissed for thirty (30) days or be consented to by the Borrower); or any order shall be made for winding up the Borrower, or a petition, shall be approved in any of the foregoing proceedings or their equivalences in any jurisdiction.

(2)

The Bank shall so long as any moneys or liabilities due or incurred by or from the Borrower to the Bank remain unpaid or undischarged have a lien or a right of set-off therefore on all moneys now or hereafter standing to the credit of or assets now or hereafter lodged with or under the control of the Bank by the Guarantor, whether any current or other account.

7.

Certain Rights of Guarantor Subordinated or held in Trust:

(1)

Until all moneys and liabilities due or incurred by or from the Borrower to the Bank shall have been paid or discharged, the Guarantor shall not, by paying off any sum recoverable hereunder or by any other means or on any other ground, claim any set-off or counterclaim against the Borrower in respect of any liability on the part of the Guarantor to the Borrower or claim or prove in competition with the Bank in respect of any payment by the Guarantor hereunder or be entitled to claim or have the benefit of any set-off, counterclaim or proof against or dividend, composition or payment by the borrower or its estate or in the liquidation of the Borrower or the benefit of any other security which the Bank may now or hereafter hold for any moneys or liabilities due or incurred by the Borrower to the Bank or to have any share therein.

(2)

Any security now or hereafter held by or for the Guarantor from the Borrower in respect of the liability of the Guarantor hereunder shall be held in trust for the Bank and as security for the liability of the Guarantor hereunder and shall forthwith be deposited by the Guarantor with the Bank for that purpose.

8.

Bank may open New and Suspend Accounts:

(1)

In the event of this guarantee ceasing from any cause whatsoever to be binding as a continuing security on the Guarantor or its successors in title, the Bank shall be at liberty without thereby affecting its rights hereunder to open a fresh account or accounts and to continue any then existing accounts with the Borrower and no moneys paid into any such fresh account or accounts with the Borrower and no moneys paid into any such fresh account or accounts by or on behalf of the Borrower and subsequently drawn out shall on settlement of any claim in respect of this Guarantee be appropriated towards or have the effect of payment of a part of the moneys due from the Borrower at the time of this guarantee ceasing to be so binding or interest thereon unless the persons paying in such moneys shall at the time in writing direct the Bank specially so to appropriate the same.

(2)

Any money received hereunder may be placed and kept to the credit of a suspense account for so long as the Bank thinks fit without any obligation in the meantime to apply the same or any part thereof in or towards the discharge of any moneys or liabilities due or incurred by or from the Borrower to the Bank.  Notwithstanding any such payment, in the event of any proceedings in or analogous to liquidation, composition or arrangement, the Bank may prove for and agree to accept any dividend or composition in respect of the whole or any part of such moneys and liabilities in the same manner, as if this Guarantee had not been given.

9.

Government Actions Respecting Obligations and Security; Rescinded Payments; Changes and Event of Invalidity:

(1)

No statute, regulation, decree, judicial finding or other governmental act which purports, for any reasons, to amend, reduce or otherwise affect any of the obligations, shall affect, impair, or be a defence to, this continuing guarantee or the amounts due hereunder.  If, in connection with the occurrence of any of the circumstances of insolvency as previously defined, or otherwise, any payment to the Bank on any of the obligations shall be rescinded or shall be required to be restored or returned by it, this continuing guarantee shall continue in effect and immediately re-attach or be re-instated, as though such payment to the Bank had not been made.

(2)

This continuing guarantee shall be binding on the Guarantor and its successors and assigns notwithstanding any change in the name, style or constitution of the Borrower or any liquidation, absorption, amalgamation or reconstruction of the Borrower and notwithstanding that the borrowing or incurring of any of the obligations may be invalid or in excess of the powers of the Borrower or of any director, attorney, agent or other persons purporting to borrow or act on behalf of the Borrower and notwithstanding any other irregularity in such borrowing or incurring the obligations.

10.

No Waiver of Bank's Right:

11.

Notices, Demands and Certificates:

(1)

Any notice or other demand required to be given by the Bank hereunder may be given or made by leaving the same or sending it by pre-paid post addressed to the Guarantor at its last known place of business and a notice or demand so given or made shall be deemed to be given or made on the day it was so left or seventy-two (72) hours following that on which it was posted, as the case may be.

(2)

A certificate by an officer of the Bank as to the moneys and liabilities for the time being due or incurred to the Bank from or by the Borrower and as to the service or receipt of any notice hereunder shall be conclusive evidence in any legal proceedings against the Guarantor or his successors in title.

12.

Succession and Transfer:

13.

Interpretation of Security/Account:

14.

Law to Apply:

15.

Jurisdiction for Proceedings:

/s/ Earl W. McNiel

/s/ Nicolas J. Evanoff

AUTHORIZED PERSON

SECRETARY

State of Texas

§

§

County of Harris

§

(Personalized Seal)

/s/ Melisa Jacobs

Notary Public Signature