RE: a Commodity Supply Agreement Between Source Power & Gas LLC (Seller) and Customer Name

RE: A Commodity Supply Agreement between Source Power & Gas LLC (Seller) and [Customer Name] (Buyer). Guarantor: [Guarantor Name]

Seller entered into the above referenced Contract with Buyer in reliance on Guarantor's express agreement, absolutely and unconditionally, to promptly pay Seller any and all amounts due and owing under the Contract or any amendment to the Contract irrespective of any invalidity or unenforceability thereof.

Guarantor promises to pay and perform its obligations hereunder, upon demand, without requiring any proceedings to be taken against Buyer and without the necessity of enforcing any alternative remedies available under the Contract. Guarantor also agrees to pay on demand all expenses, collections charges, court costs and reasonable attorneys’ fees incurred by Seller in enforcing Buyer’s obligations under the Contract and/or the obligations of Guarantor hereunder.

Notice of acceptance of this Guaranty by Seller, notice of non-performance or breach of said Contracts by Buyer, and all other notices to which Guarantor might otherwise be entitled are hereby waived. The liability of Guarantor hereunder shall not be modified in any manner whatsoever by any extensions or amendments, that may be granted to Buyer by any court in any proceedings under the Bankruptcy Code and Guarantor expressly waives the benefit of any such extension or amendment. Guarantor agrees that the Seller, without the consent of and without giving notice to Guarantor, may compound, compromise, adjust, re-contract or discharge any claims against Buyer arising under said Contracts or grant any indulgences or extensions whatsoever to Buyer, without affecting Guarantor’s obligations hereunder.

Guarantor’s obligations hereunder shall be unconditional and unqualified, and shall continue until all of the obligations of Buyer under said Contract are fully paid, performed or expired. The failure of the Seller to exercise any rights hereunder shall not operate as a waiver of said rights and all of Seller’s rights and remedies shall be cumulative.

Guarantor hereby irrevocably waives any and all rights it may have to enforce any of the Seller’s rights or remedies or to set-off any obligations it owes by virtue of this Guaranty, including any rights of subrogation, reimbursement, contribution or indemnification against the Buyer, or any other person having any manner of liability for Buyer’s obligations to Seller, whether or not arising hereunder, by agreement, at law or in equity.

If at any time payment or performance of the obligations (as defined herein), or any part thereof, is rescinded or reduced in an amount or must otherwise be restored or returned by the Seller or its Assignee in connection with any bankruptcy, reorganization, insolvency or similar proceedings involving the Buyer, Guarantor shall remain responsible for providing payment for Buyer's obligations under the Contract. This Guaranty shall in such event continue to be effective or be reinstated as the case may be as though such payment or performance had not been made.

Neither Buyer nor Seller may assign this Guaranty or any of its rights or obligations hereunder without the express written consent of the non-assigning party, which consent shall not be unreasonably withheld. Notwithstanding the above Seller may, without the consent of Buyer, (a) assign this Guaranty to any affiliate or to any party succeeding to a substantial portion of the assets of Seller, or (b) pledge or assign this Guaranty as collateral to any entity requiring same of Seller. Any assignment or pledge of this Guaranty shall be subject to all the provisions and conditions of this Guaranty. Any assignment in violation of this paragraph will be deemed void.

This Guaranty shall be governed in all respects by the laws of the State of Texas without giving effect to conflict of laws or choice of laws principles and venue for any litigated matter shall be Harris County, Texas. Facsimile copies of this Guaranty will be treated as an original.