GUARANTY
Dated as of May 31, 1997
The undersigned, XRC Corp. (the "Guarantor"), hereby
guarantees the due and timely performance by each of Resources High
Cash, Inc. ("RHCI"), Presidio AGP Corp. ("PAGPC") and the
Guarantor, each a Delaware corporation, of all the obligations of
each of RHCI, PAGPC and the Guarantor under the agreement and
instrument of assignment and assumption as of this date among RHCI,
PAGPC, the Guarantor and Pembroke HCP LLC (the "Purchaser"), a
Nevada limited liability company (the "Agreement"), as and when
such obligations are required to be performed, including, without
limitation, the obligations under section 4.1.1 of the Agreement.
Reference is made to the provisions of the Agreement
that, by the terms of the Agreement, also apply to this Guaranty,
as one of the Other Agreements referred to in the Agreement.
This Guaranty shall remain in force after any
modification of the Agreement to which the Guarantor has consented
in writing.
The Guarantor shall have no liability under this Guaranty
in excess of $250,000 in the aggregate. In addition, the Guarantor
shall have no liability under this Guaranty, unless a claim
hereunder is asserted in a written notice given to the Guarantor,
and, if the claim is based upon a claim by a third party, that
third party shall have asserted the claim in a written notice (a
copy of which shall have been furnished to the Guarantor), prior to
the earliest of (a) the third anniversary of the date of this
Guaranty, (b) the date on which all or substantially all the
business and assets of the Guarantor are sold or otherwise disposed
of (the "Sale Date") and (c) the date the Guarantor's existence is
terminated (it being understood that, prior to the earlier of the
first anniversary of the date of this Guaranty or the Sale Date,
the Guarantor shall not distribute or otherwise transfer to its
shareholders or affiliates any of its cash or cash equivalents
without adequate consideration, if such transfer would result in
the Guarantor's net worth being reduced to less than $250,000).
Notwithstanding anything to the contrary in this paragraph,
however, the Guarantor shall maintain a net worth of at least
$250,000 at all times prior to the first anniversary of the date of
this Guaranty.
The Purchaser shall be required to make written demand
upon RHCI or PAGPC for performance of its obligations under the
Agreement five business days before making any demand on or
invoking any rights or remedies against the undersigned, and
thereafter may proceed at one time against RHCI or PAGPC, or both,
and the undersigned. In any action brought by the Purchaser
against the undersigned, the undersigned shall not plead as a
defense that RHCI or PAGPC is legally or equitably insolvent.
The Guarantor agrees that all present and future
indebtedness and obligations of the Old GPs to the Guarantor shall
be, and hereby are, subordinated to the fullest extent permitted by
law to all the obligations of the Old GPs to the Purchaser and its
affiliates under the Agreement and the other Other Agreements.
Nothing in this Guaranty shall restrict the right of the
Purchaser, the Guarantor or any other person or entity to assert
any claim or claims it may have against RHCI, PAGPC or the
Guarantor, or any or all of them, under or in respect of the Agreement.
The obligations of the undersigned as guarantor shall be
continuing and irrevocable, shall be governed by and construed in
accordance with New York law applicable to agreements made and to
be performed wholly in New York and cannot be changed or terminated
orally.
XRC CORP.
By:__________________________
