CORPORATE GUARANTY OF B.H.I.T. INC

THIS CORPORATE GUARANTY (“Guaranty”) is made and entered into as of September 4, 2009, by B.H.I.T. Inc. a Delaware Corporation whose address is 2255 Glades Road, Suite 342-W, Boca Raton, Florida 33431, on behalf of itself and its subsidiaries (the “Guarantor”), in favor of FIFTH THIRD BANK, a national banking association (“Bank”).

WHEREAS, contemporaneously herewith, The Wood Energy Group, Inc., a Missouri corporation (the “Borrower”) desires Lender to provide certain extensions of credit, loans or other financial accommodations to Borrower (the “Financial Accommodations”) pursuant to that certain Loan and Security Agreement of even date herewith by and between Lender and Borrower (as amended, renewed or restated from time to time, the “Loan Agreement”), and the other agreements, documents and instruments referenced in or executed and delivered pursuant to the Loan Agreement, including, without limitation, certain Capex, Revolving and Term Notes of even date herewith executed and delivered by Borrower to Lender in a maximum aggregate principal amount not to exceed Five Million and No/100 Dollars ($5,000,000.00) (as set forth in Section 3.1 of the Loan Agreement, as amended, renewed or restated from time to time, the “Loan Documents”).  Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Loan Agreement.

WHEREAS, Guarantor is the holder of a majority interest of the stock and membership interests of Borrower.

WHEREAS, all financial accommodations made by Bank to Borrower under the Loan Agreement will inure to the direct and material benefit of Guarantor.

WHEREAS, Lender is willing to provide the Financial Accommodations to Borrower, provided, among other things, Guarantor executes and delivers this Guaranty to Lender.

NOW, THEREFORE, in consideration of the premises, the sum of $10.00, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce Bank to consummate the transactions under the Loan Agreement, Guarantor hereby represents, warrants and agrees to and with Bank as follows:

1.           Guarantor unconditionally guarantees the due and punctual performance and payment in full of (i) all liabilities and obligations of Borrower under the Loan Agreement, and (ii) all the liabilities and obligations of Borrower or any other party (other than Bank) under the other Loan Documents (the “Guaranteed Obligations”); provided, however, that the liability of Guarantor hereunder shall not exceed the maximum amount not subject (but for provisions of this Section) to avoidance under title 11 of the United States Code, as same may be amended from time to time, or any applicable state law (collectively, the “Bankruptcy Code”).  To that end, only to the extent such obligations would otherwise be subject to avoidance under the Bankruptcy Code if the Guarantor is not deemed to have received valuable consideration, fair value or reasonably equivalent value for its obligations hereunder, Guarantor’s obligations hereunder shall be reduced to that amount which, after giving effect thereto, would not render the Guarantor insolvent, or leave the Guarantor with an unreasonably small capital to conduct its business, or cause the Guarantor to have incurred debts (or intended to have incurred debts) beyond its ability to pay such debts as they mature, at the time such obligations are deemed to have been incurred under the Bankruptcy code.  As used herein, the terms “insolvent” and “unreasonably small capital” shall likewise be determined in accordance with the Bankruptcy Code.  This Section is intended solely to preserve the rights of the Bank hereunder to the maximum extent not subject to avoidance under the Bankruptcy Code, and neither the Guarantor nor any other person or entity shall have any right or claim under this Section with respect to the limitation described herein, except to the extent necessary so that the obligations of the Guarantor hereunder shall not be rendered voidable under the Bankruptcy Code.  The Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the maximum liability of Guarantor, without impairing this Guaranty or affecting the rights and remedies of the Bank hereunder.

2.           Guarantor agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Guarantor, whether in its capacity as Guarantor of the Guaranteed Obligations or otherwise, or from any other guarantor and that Guarantor will remain bound upon this Guaranty notwithstanding any extension or renewal of the Guaranteed Obligations.

3.           Guarantor waives presentation to, demand of payment from, and protest to Borrower of any of the Guaranteed Obligations, and also waives notice of protest for non-payment.

4.           Guarantor further agrees that this Guaranty constitutes a guaranty of payment and not of collection and it waives any right to require that any resort be had by Bank to (i) any security held by Bank for payment of the Guaranteed Obligations, (ii) any other monetary obligations of Borrower to Bank or (iii) Bank’s rights against any other guarantor of the Guaranteed Obligations.

5.           The obligations of Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the provisions of this Guaranty, the Loan Agreement, the other Loan Documents or the Guaranteed Obligations.  Without limiting the generality of the foregoing, the obligations of Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of Bank to assert any claim or demand or to enforce any remedy hereunder or under the Loan Agreement, or the other Loan Documents, by any default, failure or delay, willful or otherwise, in the performance of the terms and conditions of the Loan Agreement, or the other Loan Documents, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of Guarantor, or which would otherwise operate as a discharge of Guarantor, as a matter of law.

6.           Guarantor further agrees that this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of the Guaranteed Obligations is rescinded or must otherwise be restored by Bank upon the bankruptcy or reorganization of any Borrower or otherwise.

7.           In furtherance of the foregoing and not in limitation of any other right which Bank may have at law or in equity against Guarantor by virtue hereof, upon failure of Borrower to make any payment on the Guaranteed Obligations when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, Guarantor hereby agrees that Bank shall be entitled to exercise any and all of its rights and remedies with respect to the Collateral as set forth in the Loan Agreement and that any proceeds from the sale of the Collateral may be applied in payment of the unpaid amount of such Guaranteed Obligations and all other monetary obligations of Guarantor to Bank under this Guaranty.

8.           Guarantor hereby irrevocably waives and forever releases all rights of subrogation, reimbursement and contribution, and any and every similar right, which it would otherwise have against Borrower in connection with this Guaranty or the payment or performance of any of the Guaranteed Obligations by Guarantor, regardless of whether such right arises by operation of law or otherwise.

9.           Guarantor hereby waives any and all rights to assert against Bank, any claims or defenses based upon any failure of Bank to furnish to Guarantor any information or facts relating to the ability of Borrower to pay and perform its Obligations.  Guarantor hereby waives all defenses, counterclaims and offsets of any kind or nature, in connection with the validity and/or enforceability of this Guaranty, arising directly or indirectly from the perfection, sufficiency, validity and/or enforceability of any security interest granted, or any agreement, instrument or document executed and delivered, by or for the benefit of Borrower to Bank, or acquired by Bank from or for the benefit of Borrower.  Guarantor waives any and all right to assert against Bank any claim or defense based upon any election of remedies by Bank, which in any manner impairs, affects, reduces, releases or extinguishes Guarantor’s subrogation rights or Guarantor’s right to proceed against Borrower for reimbursement, or any other rights of Guarantor against Borrower, or against any other Person or security, including, without limitation, any defense based upon an election of remedies by Bank under any provision of law or regulation of any state, governmental entity or country.  Guarantor waives any right to assert against Bank as a defense, counterclaim, setoff or crossclaim to the payment or performance of the Guaranteed Obligations, any defense (legal or equitable), setoff, counterclaim or claim which Guarantor may now or at any time or times hereafter have against Borrower or any other Person liable to Bank in any way or manner.

10.           Guarantor hereby waives notice of the following events or occurrences and agrees that Bank may do any or all of the following in such manner, upon such terms and at such times as Bank in its sole and absolute discretion deems advisable without in any way impairing, affecting, reducing or releasing Guarantor from its obligations hereunder:  (a) Bank’s acceptance of this Guaranty; (b) Bank’s heretofore, now or from time to time hereafter, loaning monies or giving or extending credit to or for the benefit of Borrower, whether pursuant to the Loan Documents or any amendments, modifications or additions thereto or alterations or substitutions made heretofore, now or at any time or times hereafter; (c) any Person’s heretofore, now or at any time or times hereafter, granting to Bank security interests, liens or encumbrances in any assets of Borrower; (d) Bank’s heretofore, now or from time to time hereafter, obtaining, substituting for, releasing, waiving or modifying any such security interests, liens or encumbrances; (e) Bank’s heretofore, now or at any time or times hereafter, obtaining, releasing, waiving or modifying of any other guaranty or any Person’s obligations or any security interest, lien or encumbrance in any other Person’s assets given to Bank; (f) Bank’s heretofore, now or at any time or times hereafter, obtaining, amending, substituting for, releasing, waiving or modifying any of the Loan Documents; (g) presentment, demand, notices of default, nonpayment, partial payment and protest, and all other notices or formalities to which Guarantor may be entitled; (h) Bank’s heretofore, now or at any time or times hereafter, granting to Borrower (and any other Person liable to Bank on account of the Guaranteed Obligations) any indulgences or extensions of time of payment or performance; and (i) Bank’s heretofore, now or at any time or times here