FORM OF GUARANTY AGREEMENT
GUARANTY AGREEMENT (this "Agreement"), dated as of March 28, 2000, between Henry Fahman
(individually, a "Guarantor" and collectively the "Guarantors") and SovCap Equity Partners, Ltd, a corporation
organized under the laws of the Bahamas, as Agent (the "Agent") for the purchasers (the "Purchasers") listed on
the Purchaser Signature Pages to the Purchase Agreement (as hereinafter defined).
A. Providential Holdings, Inc., a Nevada corporation (the "Company") and the Purchasers are parties to a Series
1 Bridge Note and Security Agreement dated as of the date hereof (as modified and supplemented and in effect
from time to time, the "Purchase Agreement"), providing, subject to the terms and conditions thereof, for the
issuance and sale by the Company of up to $4,000,000 principal amount of Series 1 Secured Convertible Bridge
Notes (the "Bridge Notes").
B. To induce the Purchasers to enter into the Purchase Agreement and to purchase the Bridge Notes thereunder,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Guarantors have agreed to, jointly and severally, guarantee the Guaranteed Obligations (as hereinafter defined)
on the terms and conditions set forth in this Agreement and to secure the Guaranteed Obligations by a pledge of
shares of capital stock pursuant to the terms of a Pledge Agreement dated as of the date hereof between the
Guarantors and the Agent, as agent for the Purchasers (the "Pledge Agreement").
Accordingly, the parties hereto hereby agree as follows:
Section 1. DEFINITIONS. All capitalized terms used herein but not defined herein shall have the meanings set
forth in the Purchase Agreement. As used herein, the following terms shall have the following meanings.
Section 2. THE GUARANTEE.
2.01. THE GUARANTEE.
(a) The Guarantors, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantee to each
Purchaser and the Agent the full and prompt payment