SECURED CONTINUING UNCONDITIONAL GUARANTY

This SECURED CONTINUING UNCONDITIONAL GUARANTY (this “ Guaranty ”), is made this 26 ^th day of March, 2007, by TOV Energy-Servicing Company Esko Pivnich, a Ukrainian Closed Joint Stock Company, having a mailing address at 10a Ryleeva St., Kiev, Ukraine (“Esko”) ; and Pari, Ltd., a Ukrainian Limited Liability company , having a mailing address at 10a Ryleeva St., Kiev, Ukraine (“Pari”) , and together with Esko, individually and collectively, jointly and severally, the “ Guarantor ”) in favor of and for the benefit and security of DUTCHESS PRIVATE EQUITIES FUND, LTD. , having a mailing address at 50 Commonwealth Avenue, Suite 2, Boston, Massachusetts 02116 (the “ Secured Party ”).

WHEREAS, pursuant to one or more promissory notes or other debentures or instruments, including, without limitation that certain Promissory Note, dated of even date herewith from the Company in favor of the Secured Party (as amended or otherwise modified from time to time, collectively, the “ Notes ”), the Secured Party has agreed to make certain loans and other financial accommodations to Sunrise Energy Resources, Inc. (the “ Company ”);

WHEREAS, each Guarantor is desirous of having the Secured Party extend and/or continue the extension of credit to the Company, and the Secured Party has required that each Guarantor execute and deliver this Guaranty to the Secured Party, as a condition to the extension and continuation of credit by the Secured Party; and

WHEREAS, the extension and/or continued extension of credit, as aforesaid, by the Secured Party is necessary and desirable to the conduct and operation of the business of the Company, and each Guarantor will derive substantial benefits from the credit made available to the Company pursuant to the Notes;

NOW, THEREFORE, for value received and in consideration of any loan, advance, or financial accommodation of any kind whatsoever heretofore, now or hereafter made, given or granted to the Company by the Secured Party, each Guarantor agrees as follows:

1.      Each Guarantor unconditionally guaranties (i) the full and prompt payment when due, whether at maturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, of all of the indebtedness, liabilities and obligations of every kind and nature of the Company to the Secured Party or any parent, affiliate or subsidiary of the Secured Party (the terms “Secured Party” as used hereafter shall include such parents, affiliates and subsidiaries), howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by the Secured Party, whether through discount, overdraft, purchase, direct loan or as collateral or otherwise, including, without limitation, all obligations and liabilities of the Company to the Secured Party under the Notes, and (ii) the prompt, full and faithful discharge by the Company of each and every term, condition, agreement, representation and warranty now or hereafter made by the Company to Secured Party (all such indebtedness, liabilities and obligations being hereinafter collectively referred to as the “ Liabilities ”). Guarantor further agrees to pay all costs and expenses, including, without limitation, all court costs and reasonable attorneys’ and paralegals’ fees paid or incurred by Secured Party in endeavoring to collect all or any part of the Liabilities from, or in prosecuting any action against, Guarantor. All amounts payable by Guarantor under this Guaranty shall be payable by Guarantor upon demand by Secured Party.

2.      Notwithstanding any provision of this Guaranty to the contrary, it is intended that this Guaranty, and any liens and security interests granted by Guarantor to secure this Guaranty, not constitute a “Fraudulent Conveyance” (as defined below). Consequently, Guarantor agrees that if this Guaranty, or any liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that would not cause this Guaranty or such lien or security interest to constitute a Fraudulent Conveyance, and this Guaranty shall automatically be deemed to have been amended accordingly at all relevant times. For purposes hereof, “ Fraudulent Conveyance ” means a fraudulent conveyance under Section 548 of the “Bankruptcy Code” (as hereinafter defined) or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, nation or other governmental unit, as in effect from time to time.

3.      Each Guarantor hereby agrees that this Guaranty is a guaranty of payment and performance and not of collection, and that, except as hereinafter provided, its obligations under this Guaranty shall be unconditional, irrespective of (i) the validity or enforceability of the Liabilities or any part thereof, or of any promissory note or other document evidencing all or any part of the Liabilities, (ii) the absence of any attempt to collect Liabilities from the Company or any other guarantor or other action to enforce the same, (iii) the waiver or consent by Secured Party with respect to any provision of any instrument evidencing Liabilities, or any part thereof, or any other agreement heretofore, now or hereafter executed by Company and delivered to Secured Party, (iv) failure by Secured Party to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for Liabilities, (v) the institution of any proceeding under Chapter 11 of Title 11 of the United States Code (11 U.S.C. §101 et seq.), as amended (the “ Bankruptcy Code ”) or any similar or analogous statutory or nonstatutory proceedings under any other law, whether state, provincial or federal, now existing or hereafter existing for relief of the debtors, by or against Company, (vi) Secured Party’s election in any such proceeding of the application of Section 1111(b)(2) of the Bankruptcy Code, (vii) any borrowing or grant of a security interest by Company as debtor-in-possession, under Section 364 of the Bankruptcy Code, (viii) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of Secured Party’s claim(s) for repayment of Liabilities, or (ix) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.

4.      Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of receivership, insolvency or bankruptcy of the Company, protest or notice with respect to Liabilities and all demands whatsoever, and covenants that this Guaranty will not be discharged, except by complete performance of the obligations and liabilities contained herein. Upon any default by the Company as provided in any instrument or document evidencing all or any part of Liabilities, including, without limitation, the Notes, Secured Party may, at its sole election, proceed direct