GUARANTY AGREEMENT

Exhibit 10.3

This instrument prepared by:

MARK A. JACOBS, Esq

BERGMAN AND JACOBS, P.A.

2001 Hollywood Boulevard, Suite 200

Hollywood, Fl. 33020

GUARANTY AGREEMENT

IMPROVED PROPERTY LOCATED IN FLORIDA

THIS GUARANTY AGREEMENT is made this      day of October, 2008, by:

THE PBSJ CORPORATION , a Florida corporation (" GUARANTOR ," and if more than one, then, collectively and jointly and severally, the " GUARANTOR ")

AND

SUNTRUST BANK

a State Bank organized under the laws of Georgia

(" LENDER ," such term to include subsequent holders, if any, of the Promissory Note(s) which this Guaranty secures, unless the context requires otherwise), concerning the obligations of: POST, BUCKLEY, SCHUH & JERNIGAN, INC., a Florida corporation (" BORROWER ").

RECITALS OF FACT:

A. POST, BUCKLEY, SCHUH & JERNIGAN, INC., a Florida corporation (" MORTGAGOR ") is the owner of certain real property located in the State of Florida which is legally described in Exhibit "A" attached hereto and made a part hereof, the improvements thereon, and all personal property used in connection therewith (hereinafter collectively the " PROPERTY ").

B. LENDER previously provided to BORROWER financing and BORROWER provided to LENDER a mortgage on the PROPERTY and in connection therewith the BORROWER and MORTGAGOR and GUARANTOR executed and delivered to LENDER loan documents, including but not limited to, the following:

i) that certain Promissory Note dated March 19, 2001 in the original principal amount of $9,000,000.00.

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ii) a Mortgage, Security Agreement and Assignment of Leases, Rents, and Profits ("Mortgage") dated March 19, 2001, recorded March 21, 2001 in Official Records Book 6218 at Page 4333 of the Public Records of Orange County, Florida.

iii) an Assignment of Leases, Rents and Profits dated March 19, 2001, recorded March 21, 2001 in Official Records Book 6218 at Page 4368 of the Public Records of Orange County, Florida.

iv) a Guaranty Agreement dated March 19, 2001 from the GUARANTOR .

v) all other related loan documents.

C. The BORROWER has requested a future advance in the amount of SEVEN MILLION TWO HUNDRED FORTY SIX THOUSAND ONE HUNDRED ELEVEN DOLLARS AND EIGHTY NINE CENTS ($7,246,111.89), pursuant to the terms of the Mortgage.

D. LENDER is providing to BORROWER the future advance which shall be secured by the PROPERTY and BORROWER , in connection therewith, has executed (i) the Future Advance Promissory Note in the principal amount of $7,246,111.89, (ii) the Consolidated Renewal Promissory Note in the amount of $13,600,000.00 that consolidates and renews the Future Advance Promissory Note and the Promissory Note (hereinafter the "Note") and (iii) a Future Advance, Note and Mortgage Modification Agreement, and (iv) certain other documents creating liens, granting security interests, or otherwise evidencing or securing the loan (hereinafter the "Loan") by LENDER to BORROWER (all of which such documents, whether or not listed in the preceding sentence, are hereinafter collectively referred to as the "Loan Documents").

E. LENDER has required a guaranty of the Loan by GUARANTOR and the LENDER would not make the Loan but for the guaranty of GUARANTOR .

F. The GUARANTOR and the BORROWER’s business interest are closely intertwined or GUARANTOR has a substantial ownership interest in BORROWER ; accordingly, the GUARANTOR will substantially benefit from any credit extensions by the LENDER to the BORROWER .

G. In consideration of the substantial benefits flowing to GUARANTOR by virtue of the Loan, GUARANTOR has agreed to fully guarantee any and all debts, obligations and liabilities of the BORROWER arising from the Note and the other Loan Documents, and GUARANTOR wishes to set forth its guaranty in writing for the benefit of LENDER .

NOW THEREFORE, in consideration of LENDER ’s agreement to make the Loan to BORROWER ; in consideration of the terms, covenants and provisions of the Loan Documents; pursuant to the requirement of LENDER ; and with the understanding and agreement on the part of GUARANTOR that the Loan and other financial accommodations granted by LENDER to BORROWER are and will be of direct interest, benefit and advantage to GUARANTOR and that the Loan and other financial accommodations granted by LENDER to BORROWER would not be made or granted in the absence of this Guaranty, GUARANTOR hereby agrees that the foregoing recitals are true and correct and incorporated herein by this reference, and further states and agrees as follows:

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1. Request to Make Loan . GUARANTOR hereby requests LENDER to make the Loan to BORROWER and to extend credit, to permit credit to remain outstanding and to give financial accommodations to BORROWER , as BORROWER may desire and as LENDER may grant, from time to time, whether to the BORROWER alone or to the BORROWER and others, and specifically to make the Loan described in the Loan Documents.

2. Guaranty .

2.1. GUARANTOR hereby absolutely, unconditionally, irrevocably and jointly and severally guarantees, full and punctual payment and performance when due, whether at stated maturity, by acceleration or otherwise, and at all times thereafter, of (a) all principal, interest and any other charges due on the Note as the same may be extended, renewed or modified; (b) all obligations, covenants, and indebtedness arising under any of the Loan Documents, including all other Financial Contract Obligations, as defined in the Loan Documents, and (c) all expenses incurred by LENDER in the enforcement and collection of any of the liabilities or other indebtedness now or hereafter owed by BORROWER to LENDER , the enforcement of all rights and remedies under the Loan Documents or any other security therefor or the enforcement of any LENDER ’s rights under this Guaranty Agreement or under any of the Loan Documents (all of the above are hereinafter collectively referred to as the "Liabilities").

2.2. Upon the request of LENDER , GUARANTOR shall immediately pay or perform the Liabilities when they or any of them become due under the terms of any of the Loan Documents. Any amounts received by LENDER from any sources and applied by LENDER towards the payment of the Liabilities shall be applied in such order of application as LENDER may from time to time elect in its sole discretion. All Liabilities shall conclusively be presumed to have been created, extended, contracted, or incurred by LENDER in reliance upon this Guaranty and all dealings between BORROWER and LENDER shall likewise be presumed to be in reliance upon this Guaranty.

2.3. It is the intention of the GUARANTOR and the LENDER that the GUARANTOR’s obligations hereunder shall be in, but not in excess of, the maximum amount (the "Maximum Guaranty Liability") permitted by applicable law governing bankruptcy, reorganization, arrangement, adjustment of debts, relief of debtors, dissolution, insolvency or other similar laws applicable to the GUARANTOR ("Applicable Law"). To that end, but only if and to the extent such obligations would otherwise be subject to avoidance under Applicable Law, the GUARANTOR’s obligations hereunder shall be reduced to the maximum amount which, after giving effect thereto, would not, under Applicable Law, render such obligations unenforceable or avoidable under Applicable Law. In no event, however, shall the Maximum Guaranty Liability be reduced to an amount less than the amount the LENDER would be entitled to enforce under Applicable Law (e.g., 11 U.S.C. §548 (c)) by virtue of LENDER’s having given value to the GUARANTOR in exchange for the Liabilities. This §2.3 is intended solely to preserve the rights of the LENDER hereunder to the maximum extent permitted by Applicable Law and neither the GUARANTO R nor any other person shall have any right or claim under this §2.3 that would not otherwise be available under Applicable Law.

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3. Renewals, Extensions, and Releases . GUARANTOR hereby agrees and consents that, without notice to or further consent by GUARANTOR , the obligations of BORROWER or any other party for the Liabilities may be renewed, extended, modified, accelerated or released by LENDER as LENDER may deem advisable in its sole discretion and that any collateral which the LENDER may hold or in which the LENDER may have an interest may be exchanged, sold, released or surrendered by it, as it may deem advisable in its sole discretion, without impairing or affecting the obligations of GUARANTOR hereunder in any way whatsoever.

4. Waivers .

4.1 GUARANTOR hereby waives each of the following:

(a) any and all notice of the acceptance of this Guaranty or of the creation, renewal or accrual of any Liabilities, present or future;

(b) the reliance of LENDER upon this Guaranty;

(c) notice of the existence or creation of any Loan Document or of any of the Liabilities;

(d) protest, presentment, demand for payment, notice of default or nonpayment and notice of dishonor to or upon GUARANTOR , BORROWER or any other party liable for any of the Liabilities;

(e) any and all other notices or formalities to which GUARANTOR may otherwise be entitled, including notice of LENDER’s granting the BORROWER any indulgences or extensions of time on payment of any of the Liabilities; and

(f) promptness in making any claim or demand hereunder.

4.2 No delay or failure on the part of the LENDER in the exercise of any right or remedy against either BORROWER or GUARANTOR , or any other party against whom LENDER may have any right, shall operate as a waiver thereof, and no single or partial exercise by LENDER of any right or remedy herein shall preclude other or further exercise thereof or the exercise of any other right or remedy whether contained herein or in the Note or any of the other Loan Documents. No action of LENDER permitted hereunder shall in any way impair or affect this Guaranty.

4.3 GUARANTOR acknowledges and agrees that GUARANTOR shall be and remain absolutely and unconditionally liable for the full amount of all Liabilities notwithstanding any of the following, and expressly waives the right to assert any defenses, set-off or counterclaims with respect thereto as to:

(a) Any or all of the Liabilities being or hereafter becoming invalid or otherwise unenforceable for any reason whatsoever or being or hereafter becoming released or discharged, in whole or in part, whether pursuant to a proceeding under any bankruptcy or insolvency laws or otherwise wherein GUARANTOR , BORROWER , any general partner thereof, or any other party to the Loan is involved; or

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(b) LENDER failing or delaying to properly perfect or continue the perfection of any security interest in or lien on any property which secures any of the Liabilities, or to protect the property covered by such security interest or enforce its rights respecting such property or security interest; or

(c) LENDER failing to give notice of any disposition of any property serving as collateral for any Liabilities or failing to dispose of such collateral in a commercially reasonable manner; or

(d) Any changes in the name, legal entity or structure of BORROWER , or any termination, death or dissolution of BORROWER or GUARANTOR as may be applicable; or

(e) Any changes in GUARANTOR’S status or relationship with BORROWER , whether by employment, GUARANTOR’S holdings in BORROWER , or otherwise; or

(f) Any other circumstance which might otherwise constitute a defense.

5. Guaranty of Payment . GUARANTOR agrees that their liability hereunder is primary, absolute and unconditional without regard to the liability of any other party. This Guaranty shall be construed as an absolute, irrevocable and unconditional guaranty of payment and performance (and not a guaranty of collection), without regard to the validity, regularity or enforceability of any of the Liabilities.

6. Guaranty Effective Regardless of Collateral . This Guaranty is made and shall continue as to any and all Liabilities without regard to any liens or security interests in any collateral; the validity, effectiveness or enforcability of such liens or security interests; or the existence or validity of any other guaranties or rights of LENDER against any other obligors. Any and all such collateral