FORM OF GUARANTY

Exhibit 4.5

[FORM OF GUARANTY]

     This GUARANTY (this “ Guaranty ”), dated as of May 22, 2008, is made by Liberator Medical Supply, Inc., a Florida corporation (the “ Guarantor ”), in favor of the “ Noteholders ” (as defined below).

W I T N E S S E T H :

     WHEREAS, Liberator Medical Holdings, Inc., a Nevada corporation and the holder of all of the issued and outstanding capital stock of the Guarantor, (the “ Company ”), and each party listed as a “Buyer” (each a “ Buyer ”, and collectively, the “ Buyers ” and together with their successors and assigns and each other holder of a Note, each a “ Noteholder ” and collectively the “ Noteholders ”) on the signature pages attached to the Securities Purchase Agreement, dated as of May 22, 2008 (as amended, restated or otherwise modified from time to time, the “ Securities Purchase Agreement ”), are parties to the Securities Purchase Agreement;

     WHEREAS, the Securities Purchase Agreement requires, among other things, that the Guarantor execute and deliver to the Buyers a guaranty guaranteeing all of the obligations of the Company under the Notes (as defined below); and

     WHEREAS, the Guarantor has determined that the execution, delivery and performance of this Guaranty benefits, and is in the best interest of, the Guarantor.

     NOW, THEREFORE, in consideration of the premises and the agreements herein and in order to induce the Buyers to perform their obligations under the Securities Purchase Agreement to, among other things, purchase the Notes and Warrants (as defined in the Securities Purchase Agreement) from the Company, the Guarantor hereby agrees for the benefit of the Noteholders as follows:

     SECTION 1. Definitions . Reference is hereby made to the “Notes” (as defined in and issued pursuant to the Securities Purchase Agreement, and as such Notes may be amended, restated, replaced or otherwise modified from time to time in accordance with the terms thereof, collectively, the “ Notes ”). All capitalized terms used in this Guaranty, which are defined in the Notes and not otherwise defined herein, shall have the same meanings herein as set forth therein.

     SECTION 2. Guaranty . The Guarantor hereby unconditionally and irrevocably, guaranties the punctual payment, as and when due and payable, by stated maturity or otherwise, of all obligations of the Company from time to time owing by it in respect of the Notes, including, without limitation, all interest that accrues after the commencement of any insolvency proceeding of the Company or the Guarantor, whether or not the payment of such interest is unenforceable or is not allowable due to the existence of such insolvency proceeding, and all fees, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under the Notes (such obligations, to the extent not paid by the Company, being the “ Guaranteed Obligations ”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) reasonably incurred by the Noteholders in enforcing this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Noteholders but for the fact that they are unenforceable or not allowable due to the existence of an insolvency proceeding involving the Guarantor or the Company (each, a “ Transaction Party ”).

     SECTION 3. Guaranty Absolute; Continuing Guaranty; Assignments; Limitation of Guaranty .

     (a) The Guarantor guaranties that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Noteholders with respect thereto. The obligations of the Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

          (i) any lack of validity or enforceability of the Notes or any other Transaction Document (as defined in the Securities Purchase Agreement) or agreement or instrument relating thereto;

          (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Transaction Party or otherwise;

          (iii) any taking, exchange, release or non-perfection of any collateral securing the Guaranteed Obligations, if any, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations;

          (iv) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Transaction Party; or

          (v) any other circumstance (including any statute of limitations) or any existence of or reliance on any representation by any Buyer or Noteholder that might otherwise constitute a defense available to, or a discharge of, any Transaction Party or any other guarantor or surety.

This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by a Noteholder or any other Person upon the insolvency, bankruptcy or reorganization of any Transaction Party or otherwise, all as though such payment had not been made.

     (b) This Guaranty is a continuing guaranty and shall (i) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations (other than inchoate indemnity obligations) and/or the conversion of all of the Notes into shares of Common Stock (or such other securities or consideration the Notes are then convertible into or exchangeable for in accordance with the terms of the Notes and payment of all other amounts payable under this Guaranty (other than inchoate indemnity obligations) (the “ Guaranty Satisfaction Conditions ”) and shall not terminate for any reason prior to the Maturity Date of the Notes (other than satisfaction in full of the Guaranty Satisfaction Conditions) and (ii) be binding upon the Guarantor and its successors and assigns. This Guaranty shall inure to the benefit of and be enforceable by each Noteholder and its successors and permitted pledgees, transferees and assigns. Notwithstanding the foregoing and for the avoidance of doubt, this Guaranty will expire and the Guarantor will be released from its obligations hereunder upon the earlier of the satisfaction in full of the Guaranty Satisfaction Conditions.

     (c) Any term or provision of this Guaranty or any Transaction Document to the contrary notwithstanding, the maximum aggregate amount for which the Guarantor shall be liable hereunder shall not exceed the maximum amount for the Guarantor can be liable without rendering this Guaranty or any other Transaction Document, as it relates to the Guarantor, subject to avoidance under applicable requirements of law relating to fraudulent conveyance or fraudulent transfer (including the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act and Section 548 of Title 11 of the United States Code or any applicable provisions of comparable laws relating to bankruptcy, insolvency or the protection of creditors).

     SECTION 4. Waivers . To the extent permitted by applicable law, the Guarantor hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Noteholders exhaust any right or take any action against any Transaction Party or any other Person or any collateral, if any, securing the Guaranteed Obligations. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Securities Purchase Agreement and the Notes and that the waiver set forth in this Section 4 is knowing