This Guaranty is given by Maxco, Inc., a Michigan corporation of 1118 Centennial Way, Lansing, MI 48917
(Guarantor") to NBD Bank, ("Bank") to induce Bank to make a loan dated February 27, 1997 in the principal
amount of $1,500,000 ("Indebtedness") to Medar, Inc., a Michigan corporation of 38700 Grand River Avenue,
Farmington Hills, MI 48335 ("Borrower").
1. For valuable consideration, Guarantor unconditionally guaranties the payment when due, upon maturity,
acceleration, or otherwise, of all or any of Borrower's Indebtedness to Bank. If all or any of such Indebtedness
becomes due and payable hereunder due to Borrower's failure to pay such Indebtedness or Bank's refusal to
refinance such Indebtedness on or before March 31, 1997, Guarantor unconditionally promises to pay the debt
to Bank, on demand, in lawful money of the United States.
2. Guarantor unconditionally guaranties the payment of all or any of Borrower's Indebtedness to Bank, regardless
of whether due or payable by Borrower, upon: (a) the dissolution, insolvency, or business failure of, or any
assignment for benefit of creditors by, or commencement of any bankruptcy, reorganization, arrangement,
moratorium or other debtor relief proceedings by or against, Borrower or (b) the appointment of a receiver for,
or the attachment, restraint of, or making or levying of any order of court or legal process affecting, Borrower's
3. Guarantor's liability hereunder shall not exceed at any one time the sum of (i) the principal amount of the
Indebtedness and (ii) all interest upon the Indebtedness.
4. Guarantor's liability hereunder is exclusive and independent of any security for or other guaranty of Borrower's
Indebtedness, whether executed by Guarantor or by any other party. Guarantor's liability hereunder is not
affected or impaired by the following: (a) any indebtedness exceeding Guarantor's liability; (b) direction of
application of payment by Borrower or any other party; (c) any other continuing or oth