EX-10.6: CONTINUING AND UNCONDITIONAL GUARANTY

Exhibit 10.6

CONTINUING AND UNCONDITIONAL GUARANTY

To: BOS (USA) Inc.

     1.  The Guaranty . For valuable consideration, FRANKLIN CREDIT MANAGEMENT CORPORATION, a Delaware corporation (“ Guarantor ”) hereby unconditionally guarantees the prompt and complete payment and performance of all Obligations (as hereinafter defined) of Tribeca Lending Corp, a New York corporation (“ Borrower ”) and each Company Subsidiary (as defined in the Loan Agreement hereinafter referred to; the Borrower and the Company Subsidiaries, collectively, the “ Obligors ”) to BOS (USA) Inc., its subsidiaries and affiliates (collectively, “ Lender ”), or order, in lawful money of the United States. The liability of Guarantor under this Guaranty is not limited as to the principal amount of the Obligations guaranteed and includes, without limitation, liability for all interest, fees, indemnities (including, without limitation, hazardous waste indemnities), and other reasonable costs and expenses relating to or arising out of the Obligations. This Guaranty is cumulative and does not supersede any other outstanding guaranties, and the liability of Guarantor under this Guaranty is exclusive of Guarantor’s liability under any other guaranties signed by Guarantor.

     2.  Definitions . (a) Unless the context indicates otherwise, the following terms used herein have the following meanings (and shall include in the singular number the plural and in the plural number the singular):

          “ Loan Agreement ” shall mean the Master Credit and Security Agreement dated as of March 24, 2006, among Borrower, the Company Subsidiaries and Lender, as now in effect and as hereafter amended, restated, renewed, or superseded.

          “ Obligations ” shall mean any and all debts, liabilities, and obligations of each Obligor to Lender under the Loan Agreement and the other Loan Documents (as such term is defined in the Loan Agreement), now or hereafter existing, whether voluntary or involuntary and however arising, whether direct or indirect or acquired by Lender by assignment, succession, or otherwise, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, held or to be held by Lender for its own account or as agent for another or others, whether such Obligor may be liable individually or jointly with others, whether recovery upon such debts, liabilities and obligations may be or hereafter become unenforceable for any reason. Obligations includes, without limitation, any and all obligations of any Obligor to Lender for reasonable attorneys’ fees and all other reasonable costs and expenses incurred by Lender in the collection or enforcement of any debts, liabilities, and obligations of any Obligor to Lender under the Loan Documents. Unless the context indicates otherwise, capitalized terms used herein and not otherwise defined shall have the meanings provided for such terms (directly or by cross-reference) in the Loan Agreement.

     3.  Obligations Independent . The obligations hereunder are independent of the obligations of each Obligor or any other guarantor, and a separate action or actions may be brought and prosecuted against Guarantor whether action is brought against any Obligor or any other guarantor or whether any Obligor or any other guarantor be joined in any such action or actions. Anyone executing this Guaranty shall be bound by its terms without regard to execution by anyone else.

     4.  Rights of Lender . (i) Guarantor acknowledges that Lender, without notice or demand and without affecting its liability hereunder, may from time to time to:

          (a) Intentionally omitted;

          (b) receive and hold security for the payment of this Guaranty or any Obligations and exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any such security;

          (c) apply such security and direct the order or manner of sale thereof as Lender in its discretion may determine;

          (d) release or substitute any Guarantor or any one or more of any endorsers or other guarantors of any of the Obligations; and

          (e) permit the Obligations to exceed Guarantor’s liability under this Guaranty, and Guarantor agrees that any amounts received by Lender from any source other than Guarantor shall be deemed to be applied first to any portion of the Obligations not guaranteed by Guarantor.

     (ii) This Guaranty to Lender is a continuing guaranty which applies to any renewal, compromise, extension, acceleration, or otherwise that may change the time for payment, or otherwise change the terms of the Obligations or any part thereof, including increase or decrease of the rate of interest thereon, or otherwise result in a change the terms of any Loan Documents; provided however , that any renewal, compromise, extension, acceleration, or change is by agreement of the parties to the applicable Loan Document, or pursuant to the terms and conditions thereof.

Lender acknowledges that nothing in this Guaranty grants Lender the right to unilaterally amend any of the terms of the Loan Agreement or any other Loan Document.

     5.  Guaranty to be Absolute . Guarantor agrees that until the Obligations have been paid in full and any commitments of Lender or facilities provided by Lender with respect to the Obligations have been terminated, Guarantor shall not be released by or because of the taking, or failure to take, any action that might in any manner or to any extent vary the risks of Guarantor under this Guaranty or that, but for this paragraph, might discharge or otherwise reduce, limit, or modify Guarantor’s obligations under this Guaranty. Guarantor waives and surrenders any defense to any liability under this Guaranty based upon any such action, including but not limited to any action of Lender described in the immediately preceding paragraph of this Guaranty. It is the express intent of Guarantor that Guarantor’s obligations under this Guaranty are and shall be absolute and unconditional.

     6.  Guarantor’s Waivers of Certain Rights and Certain Defenses . Guarantor waives:

          (a) any right to require Lender to proceed against any Obligor, proceed against or exhaust any security for the Obligations, or pursue any other remedy in Lender’s power whatsoever;

          (b) any defense arising by reason of any disability or other defense of any Obligor, or the cessation from any cause whatsoever of the liability of any Obligor; and

          (c) any defense based on any claim that Guarantor’s obligations exceed or are more burdensome than those of any Obligor.

     No provision or waiver in this Guaranty shall be construed as limiting the generality of any other waiver contained in this Guaranty.

     7.  Waiver of Subrogation . Until the Obligations have been paid in full and any commitments of Lender or facilities provided by Lender with respect to the Obligations have been terminated, even though the Obligations may be in excess of Guarantor’s liability hereunder, Guarantor waives to the extent permitted by applicable law any right of subrogation, reimbursement, indemnification, and contribution (contractual, statutory, or otherwise) including, without limitation, any claim or right of subrogation under the Bankruptcy Code (Title 11, United States Code) or any successor statute, arising from the existence or performance of this Guaranty, and Guarantor waives to the extent permitted by applicable law any right to en