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Surety Agreement

Guarantee Agreement

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Date: 2/14/2005
Industry: Electronic Instr. and Controls    

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Commerce Bank, N.A.
Dated as of November 30, 2004
Greenway Plaza Office Park

155 Pinelawn Road

Melville, New York 11747


To induce you to establish and/or continue financing arrangements
with and
consider making or continuing certain loans and extending or
continuing to
extend credit from time to time to AMERICAN TECHNICAL CERAMICS
CORP., a Delaware
corporation (the "Borrower"), the Undersigned, intending to be
legally bound,
hereby guarantees and becomes surety for the unconditional and
prompt payment
and performance to you of all of the Obligations (as defined in the
Agreement, as defined below) of Borrower to you. The Undersigned
shall also pay
or reimburse you on demand for all reasonable costs and expenses,
without limitation, reasonable attorneys' fees and costs, incurred
by you at any
time to enforce, protect, preserve, or defend your rights hereunder
and with
respect to any property securing this Surety Agreement. All
payments hereunder
shall be made in lawful money of the United States, in immediately
funds. Unless otherwise defined herein, all capitalized terms shall
have the
respective meanings given to such terms in that certain Loan and
Agreement, of even date herewith, by and between Borrower and you
(as it may be
supplemented, restated, superseded, amended or replaced from time
to time, the
"Loan Agreement").
The Undersigned further undertakes and agrees as follows:
1. The Undersigned represents and warrants that:
(a) The Undersigned's execution and performance of this Surety
Agreement shall
not (i) violate or result in a material default or material breach
or with the passage of time) under any material contract, agreement
instrument to which the Undersigned is a party or by which the
Undersigned is
bound, (ii) violate or result in a default or breach under any
order, decree,
award, injunction, judgment, law, regulation or rule applicable to
Undersigned, the violation, default or breach of which would have a
adverse effect on the Undersigned's business, properties or assets,
(iii) cause
or result in the imposition or creation of any lien upon any
property of the
Undersigned, or (iv) violate the Undersigned's articles of
incorporation or
bylaws or any other organizational document of the Undersigned.
(b) The Undersigned has the full corporate power and authority to
enter into and
perform under this Surety Agreement and to incur the obligations
provided for
herein. The execution, delivery and performance of this Surety
Agreement has
been authorized by all proper and necessary corporate actions of
(c) No consent, license or approval of, or filing or registration
with, any
Governmental Authority is necessary for the execution and
performance hereof by
the Undersigned.
(d) This Surety Agreement constitutes the valid and binding
obligation of the
Undersigned enforceable against the Undersigned in accordance with
its terms
except as enforceability may be limited by applicable bankruptcy,
reorganization, moratorium and similar laws affecting the
enforcement of
creditors' rights generally and general equitable principles.
(e) This Surety Agreement promotes and furthers the business and
interests of
the Undersigned, and the incurrence of the Obligations by Borrower
and creation
of the obligations hereunder will result in direct financial
benefit to the
2. The Undersigned hereby waives all notices with respect to this
Agreement, including without limitation, notices of (a) acceptance
of this
Surety Agreement, (b) the existence or incurring from time to time
of any
Obligations guaranteed hereunder, (c) the existence of any Event of
Default, the
making of demand, or the taking of any action by you, under the
Loan Agreement,
and (d) demand and default hereunder.
3. The Undersigned hereby consents and agrees that you may at any
time or from
time to time in your discretion (a) extend or change the time of
payment, and/or
the manner, place or terms of payment of any or all Obligations,
(b) amend,
supplement or replace the Loan Agreement or any related agreements,
(c) renew,
extend, modify, increase (without limit of any kind and whether
related or
unrelated) or decrease loans and extensions of credit to Borrower,
(d) modify
the terms and conditions under which loans and extensions of credit
may be made
to Borrower, (e) settle, compromise or grant releases for
liabilities of
Borrower and/or any 
other person or persons liable with Undersigned for any
Obligations, (f)
exchange, release, surrender, sell, subordinate, or compromise any
collateral of
any party now or hereafter securing any of the Obligations, and (g)
apply any
and all payments received by you at any time against the
Obligations in any
order as you may determine; all of the foregoing in such manner and
upon such
terms as you may see fit and without notice to or further consent
from the
Undersigned, who hereby agrees to be and shall remain bound under
this Surety
Agreement notwithstanding any such action(s) on your part.
4. The liability of the Undersigned hereunder is absolute and
unconditional and
shall not be reduced, impaired or affected in any way by reason of
(a) any
failure to obtain, retain or preserve, or the lack of prior
enforcement of, any
rights against any person or persons (including, without
limitation, Borrower,
the Undersigned, or any other obligor) or in any property, (b) the
invalidity or
unenforceability of any Obligations or rights in any Collateral,
(c) any delay
in making demand upon Borrower (or any other obligor), or any delay
enforcing, or any failure to enforce, any rights against Borrower,
any other
obligor or in any Collateral even if such rights are thereby lost,
(d) any
failure, neglect or omission on your part to obtain or perfect any
lien upon,
protect, exercise rights against, or realize on, any property of
Borrower, the
Undersigned or any other party securing the Obligations, (e) any
failure to
proceed against Borrower or any Collateral in a commercially
reasonable manner,
or (f) the commencement of any bankruptcy, reorganization,
dissolution or receivership proceeding or case filed by or against
5. If any or all payments made from time to time to you with
respect to any
obligation hereby guarant

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