GUARANTY

THIS GUARANTY is made this 1 ^st  day of October, 2008, by LEE OIL COMPANY, INC. , a Virginia corporation, LEE’S FOOD MART’S, LLC , a Tennessee limited liability company, and MOUND TECHNOLOGIES, INC. , a Nevada corporation (collectively “ Guarantors ”), in favor of CHOICE FINANCIAL GROUP , a North Dakota state bank (“ Lender ”).

WHEREAS, Lender has agreed to loan $3,250,000 (the “ Loan ”) to Heartland, Inc., a Maryland corporation (“ Borrower ”);

WHEREAS, the Loan will be evidenced by a Promissory Note of even date herewith payable to the order of Lender in the original principal amount of $3,250,000 (the “ Note ”) (the Note, the Mortgage (as defined below) and the other documents executed in connection with the Loan are collectively referred to as the “ Loan Documents ”);

WHEREAS, payment of the Note is be secured, among other things, by (i) a mortgage lien evidenced by a Third Party Mortgage, Security Agreement and Fixture Financing Statement on the fee interest in certain real property located in Springboro, Ohio (the “ Ohio Property ”) owned by Mound Technologies, Inc., a Nevada corporation (the “ Ohio Mortgage ”), (ii) a mortgage lien evidenced by a Third Party Mortgage, Security Agreement and Fixture Financing Statement on the fee interest in certain real property located in _____________, Kentucky (the “ Kentucky Property ”) owned by Lee’s Food Mart’s, LLC, a Tennessee limited liability company (the “ Kentucky Mortgage ”), and (iii) a mortgage lien evidenced by a Third Party Deed of Trust, Security Agreement and Fixture Financing Statement on the fee interest in certain real property located in ______________, Virginia (the “ Virginia Property ”) owned by Lee Oil Company, Inc., a Virginia corporation (the “ Virginia Deed of Trust ”) (the Ohio Property, the Kentucky Property and the Virginia Property are collectively referred to as the “ Property ” and the Ohio Mortgage, the Kentucky Mortgage and the Virginia Deed of Trust are collectively referred to as the “ Mortgage ”); and

WHEREAS, Guarantors are related or affiliated with Borrower and/or will benefit from the Loan to Borrower;

WHEREAS, Lender, as a condition to making the Loan, has required the execution of this Guaranty;

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantors hereby agree as follows:

1.   Guarantors hereby absolutely, unconditionally and jointly and severally guarantee to Lender the full and prompt payment when due, whether at maturity or earlier by reason of acceleration or otherwise, of (i) the payment of all funds disbursed under and evidenced by the Note (and all interest thereon) and any extensions or renewals thereof and substitutions therefor; (ii) each and every sum secured by the Loan Documents; and (iii) each and every other of the obligations in connection with the Loan or sum now or hereafter owing under any agreement now or hereafter entered into between Lender and Borrower in connection with the Loan or the Property, including, without limitation, all of the indemnification provisions of the Loan Documents (all of said sums being hereinafter called the “Indebtedness”); and Guarantors agree pay all costs, expenses and attorneys’ fees paid or incurred by Lender in endeavoring to collect the Indebtedness and in enforcing this Guaranty.  The obligations of Guarantors shall be joint and several with all other parties liable for the Indebtedness.

2.   Each Guarantor shall jointly and severally defend and indemnify Lender and its shareholders, directors, officers, employees, agents, attorneys, insurers, contractors, licensees, invitees, successors and assigns (collectively “Indemnified Parties”) from and against, shall hold the Indemnified Parties harmless from, and shall reimburse the Indemnified Parties for any and all costs, directly or indirectly incurred by the Indemnified Parties, including attorneys’ and consultants’ fees resulting from any violation of any Accessibility Regulation.  This Indemnity shall be deemed continuing for the benefit of the Indemnified Parties, including any purchaser at a foreclosure or other sale under the Mortgage, any transferee of the title from Lender, and any subsequent owner of the Property, and shall survive the satisfaction or release of the Mortgage, any foreclosure of or other sale under the Mortgage and/or any acquisition of title to the Property or any part thereof by Lender, or anyone claiming by, through or under Lender, by deed in lieu of foreclosure or otherwise, and also shall survive the repayment or any other satisfaction of the Loan.  Any amounts covered by the foregoing indemnification shall bear interest from the date incurred at the highest rate payable pursuant to the Note including any default rate, as therein defined, and shall be payable on demand.  Each Guarantor agrees that its obligations under this Agreement are separate from, independent of, and in addition to its obligations, if any, under the Mortgage and other documents which secure the Loan.

As used herein, the following terms shall have the following meanings:

3.   Indebtedness of Borrower under the Note or otherwise may be created and continued in any amount without affecting or impairing the liability of Guarantors hereunder, and Lender may pay (or allow for the payment of) the excess out of any sums received by or available to Lender on account of any Indebtedness from Borrower or any other person (except Guarantors), from their properties, out of any collateral security or from any other source, and such payment (or allowance) shall not reduce, affect or impair the liability of Guarantors hereunder.

4.   No act or thing need occur to establish the liability of Guarantors hereunder, and with the exception of full payment, no act or thing (including, but not limited to, a discharge in bankruptcy of the Indebtedness, and/or the running of the statute of limitations) relating to the Indebtedness which but for this provision could act as a release of the liabilities of Guarantors hereunder, shall in any way exonerate Guarantors, or affect, impair, reduce or release this Guaranty and the liability of Guarantors hereunder; and this shall be a continuing, absolute, unconditional and joint and several guaranty and shall be in force and be binding upon Guarantors until the Indebtedness is fully paid.

5.   The liability of Guarantors hereunder shall not be affected or impaired in any way by any of the following acts or things (which Lender is hereby expressly authorized to do, omit or suffer from time to time without notice to or consent of anyone): (i) any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all Indebtedness; (ii) any extension or renewal of any Indebtedness (whether or not for longer than the original period) or any modification of the interest rate, maturity or other terms of any Indebtedness; (iii) any waiver or indulgence granted to Borrower, any delay or lack of diligence in the enforcement of the Note or any other Indebtedness, or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to sue, Borrower or any other guarantor or other person liable on any Indebtedness or the death of any other guarantor or obligor on any Indebtedness; (v) any release, surrender, cancellation or other discharge of any Indebtedness or the acceptance of any instrument in renewal or substitution for any instrument evidencing Indebtedness; (vi) any failure to obtain collateral security (including rights o