Sample Guaranty Agreement

EXHIBIT B GUARANTY

GUARANTY AND SUBORDINATION AGREEMENT

The undersigned, in order to induce JUICE HEAVEN FRANCHISE CORPORATION ("Company") to enter into a Franchise Agreement (the "Franchise Agreement"),

dated the____day of__________200_, with____________________________("Franchisee"),

unconditionally, jointly and severally, guarantees to Company, its successors or assigns, the prompt full payment and performance of all obligations of Franchisee which are or may become due and owing to Company under the Franchise Agreement and all obligations arising out of any other agreement (whether or not in effect on the date hereof) between Franchisee and Company, including but not limited to any other franchise agreement, security agreement, purchase agreement, sublease or promissory note, and all extensions or renewals thereof, and the payment of all attorney's fees, costs and other expenses incurred by Company to enforce this Guaranty (collectively, with the Franchise Agreement, the "Agreements") in the same manner as if Agreements were executed between Company and the undersigned directly, as Franchisee.

The undersigned expressly waive(s): (a) notice of the acceptance by Company of this Guaranty, (b) demands of payment, presentation and protest, (c) all rights to assert or plead any statute of limitations as to or relating to this Guaranty, (d) any right to require Company to proceed against any other Guarantor or any other person or entity liable to Company, (e) any right to require Company to proceed under any other remedy Company may have before proceeding against Guarantor, or any other Guarantor, and (f) any right of subrogation. This Guaranty shall not be affected by the modification, amendment, extension, release or renewal of any agreement between Company and Franchisee, the taking of a note or other obligation from Franchisee or others, the taking of security for payment, the granting of extension of time for payment, the filing by or against Franchisee of bankruptcy, insolvency, reorganization of other debtor's relief afforded by the Federal Bankruptcy Act or any other state or federal statute or by the decision of any court, or any other matter, whether similar or dissimilar to any of the foregoing; and this Guaranty shall cover the terms and obligations of any such modifications, notes, security agreements, extensions, or renewals. The obligations of the undersigned shall be unconditional notwithstanding any defect in the genuineness, validity, regularity, or enforceability of the Franchisee's obligations or liability to Company, or any other circumstances whether or not referred to herein which might otherwise constitute a legal or equitable discharge of a surety or guarantor.

This is an irrevocable, unconditional and absolute guaranty of payment and performance and the undersigned agree(s) that his, hers or their liability of this Guaranty shall be immediate and shall not be contingent upon the exercise or enforcement by Company of whatever remedies it may have against the Franchisee or others, or the enforcement of any lien or realization upon any security Company may at any time possess.

The undersigned covenant(s) and agree(s) that any indebtedness by the Franchisee to the undersigned, for any reason, currently existing, or which might hereafter arise, shall at all times be inferior and subordinate to any indebtedness owed by the Franchisee to Company.

The undersigned further covenant(s) and agree(s) that as long as the Franchisee owes any monies to Company (other than royalty and advertising and payments that are not past due) the

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Franchisee will not pay and the undersigned will not accept payment of any part of any indebtedness owed by the Franchisee to any one of the undersigned, either directly or indirectly, without the consent of Company.

If this Guaranty is executed by more than one individual or entity, each person or entity executing this Guaranty shall be jointly and severally liable for the obligations created herein.

This Guaranty shall remain in full force and effect until all obligations arising out of and pursuant to the Agreements including all renewals, modifications, amendments and extensions thereof, are fully paid and satisfied.

This Guaranty shall be governed by and interpreted in accordance with the laws of the State of California. Any dispute arising out of or under this Guaranty not settled by arbitration shall be resolved in accordance with the dispute resolution process set forth in the Agreement

IN WITNESS THEREOF, the undersigned have constituted this Agreement on the date set forth below.

Dated:_________________                                  ____________________________________

Guarantor

Printed Name, Guarantor

Dated:_________________                                  ________

Guarantor

Printed Name, Guarantor

Dated:_________________                                  ____________________

Guarantor

Printed Name, Guarantor

Dated:_________________                                   ____________________

Guarantor

Printed Name, Guarantor

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