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Unlimited Continuing Guaranty Agreement

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The "Lender" referred to in this Agreement is SunTrust Bank.

Lender's address is 25 Park Place, Atlanta, Georgia 30303

Guarantor: Borrower: Lynch Corporation Lynch Systems, Inc. 50 Kennedy Plaza, Suite 1250 601 Independent Street Providence, Rhode Island 02903 Bainbridge, Georgia 31717

1. CONSIDERATION. To induce Lender to extend credit or other financial accommodations to Borrower, or to continue to extend credit or other financial accommodations to Borrower, and in consideration therefor, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Guarantor (which term shall mean each Guarantor named herein individually and all Guarantors named herein collectively) does hereby agree as follows:


2.1. "Lender" shall include the bank set forth above and any Person
acting as its nominee or agent, and any member of its "affiliated
group" as such term is defined in Section 1504(a) of the Internal
Revenue Code of 1986, as amended.

2.2. "Liability" and "Liabilities" shall include all of the
Obligations as defined in that certain Amended and Restated Credit
Agreement, dated as of the date hereof, by and between the Lender and
the Borrower (as the same may be amended from time to time, the "Credit
Agreement") and the other Credit Documents referred to in the Credit
Agreement, including all renewals, extensions, modifications, and
refinancings thereof, now or hereafter existing, whether for principal,
interests, fees, expenses or otherwise, and all expenses (including
reasonable attorney's fees and expenses) actually incurred by Lender in
enforcing any of its rights hereunder or under the Credit Agreement and
the other Credit Documents.

2.3. "Borrower" shall mean, individually and collectively, any
individual or individuals, association, partnership, corporation or
other entity named herein as Borrower and (i) all successors and
assigns of the Borrower, (ii) any individual or individuals,
association, partnership, corporation or other entity to which all or
substantially all of the business or assets of said Borrower shall have
been transferred, (iii) in the case of a partnership Borrower, any new
partnership which shall have been created by reason of the admission of
any new partner or partners therein and/or the dissolution of the
existing partnership by the death, resignation or other withdrawal of
any partner, and (iv) in the case of a corporate Borrower, any other
corporation into or with which said Borrower shall have been merged,
consolidated, reorganized, purchased or absorbed.


2.4. "Person" and "Persons" shall include natural persons,
partnerships, and incorporated and unincorporated entities and
associations of every kind.

3. OBLIGATION OF GUARANTOR. Guarantor hereby absolutely and unconditionally delivers this Guaranty to Lender and hereby absolutely and unconditionally guarantees to Lender and any transferee of this Guaranty or of any Liability guaranteed hereby, the prompt and full payment of all Liabilities. Guarantor agrees that if Borrower fails to fully and timely perform any Liability, Guarantor will fully and timely perform the Liability without resort by the Lender to any other Person. Any obligation of the Guarantor hereunder is in addition to and shall not prejudice or be prejudiced by any other agreement, instrument, surety or guaranty (including any other agreement, instrument, surety or guaranty signed by Guarantor) which Lender may now or hereafter hold relative to any of the Liabilities. Any payment of Guarantor hereunder may be applied to any of the Liabilities as Lender may choose. The obligation of Guarantor to Lender hereunder is primary, absolute and unconditional.

4. TERM OF GUARANTY. Guarantor acknowledges that there may be future advances by Lender to Borrower (although Lender may be under no obligation to make such advances) and that the number and amount of the Liabilities are unlimited and may fluctuate from time to time hereafter. Guarantor expressly agrees that Guarantor's obligation hereunder shall remain absolute, primary and unconditional notwithstanding such future advances and fluctuations, if any, and agrees that, in any event, this agreement is a continuing guaranty and shall remain in force at all times hereafter, whether there are any Liabilities outstanding or not, until all originals hereof are returned to Guarantor by Lender or until a written notice from Guarantor terminating this Guaranty has been received and acknowledged by Lender, but such written termination shall not release Guarantor from any obligation for payment of (i) any and all Liabilities then in existence; (ii) any renewals or extensions thereof, in whole or in part, whether such renewals or extensions are made before or after such termination; and (iii) any damages, losses, costs, interest, charges, attorneys fees or expenses then or thereafter incurred in connection with the Liabilities or any renewals or extensions thereof.

5. PROPERTY IN LENDER'S POSSESSION. As security for the payment of the Liabilities and the obligation of Guarantor hereunder, Guarantor hereby assigns and grants a security interest to Lender in: (i) all property of Guarantor in or coming into the possession, control, or custody of Lender, or in which Lender has or hereafter acquires a lien, security interest, or other right; and (ii) any existing or hereafter created lien or security interest in favor of Guarantor in any property of Borrower. Guarantor hereby agrees that any rights Guarantor may now or hereafter have in any collateral securing any of the Liabilities or against Borrower or any property of Borrower, including rights arising by virtue of subrogation or otherwise, shall be subordinate and junior to Lender's rights to said collateral or property and to Lender's indefeasible right to the prior payment of the Liabilities. Guarantor hereby grants to Lender a lien on, and a security interest in, the deposit balances, funds, accounts, items, certificates of deposit, securities, other property and the monies of Guarantor now or hereafter in the possession or custody of Lender for any purpose (including property left in safekeeping or custody) or on deposit with Lender to secure, and as collateral for, the payment and performance of this Guaranty as well as of any other obligation or liability (present or future, absolute or contingent, due or not due) of Guarantor to Lender. Lender may at any time and from time to time,


without demand or notice, appropriate and set off against such deposit balances, funds, accounts, items, certificates of deposit, securities, other property and monies and apply the same to the obligations of Guarantor hereunder.

6. CONSENT TO LENDER'S ACTS. Guarantor hereby consents and agrees that, at any time or times, without notice to or further approval of Guarantor or Borrower, and without in any way affecting the obligation of Guarantor hereunder, Lender may, with or without consideration: (i) release, compromise, or agree not to sue, in whole or in part, Borrower, any Guarantor or any other obligor, guarantor, endorser or surety upon any of the Liabilities; (ii) waive, rescind, renew, extend, modify, increase, decrease, delete, terminate, amend, or accelerate in a
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