GUARANTY

GUARANTY
(Specific Debt -- Limited)

DATE AND PARTIES: Th e date of this Guaranty is August 30, 2006. The parties and their addresses are:

LENDER
FIRST COMMERCIAL BANK OF TAMPA BAY
4800 West Kennedy Boulevard

Tampa Florida 33609

Telephone: 1-813-287-0500

BORROWER
MEDICAL GROUP SERVICES INC.
a Florida Corporation
2810 Went St. Isabel Street
Suite 201
Tampa, Florida 33607

GUARANTOR:
ANTHONY F. MANISCALCO
13722 Chesterwalll Drive
Tampa, Florida 33674

1. DEFINTIONS. As used in the Guaranty, the terms have the following meanings:

A. Pronouns. The pronouns "I" & "me" and "my" refer to all persons or entities signing this Guaranty, individually and together. "You" and "your' refer to the Lender.
B. Note. Refers to the document that evidences the borrower's Indebtedness and any extensions, renewals, modifications and substitutions of the Note.
C. Property. "Property" mean's any property, real, personal or intangible that secures performance of the obligation of the Note, Debt or this Guaranty.

2. SPECIFIC DEBT GUARANTY. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and to induce your forbearance with respect to any Debt or to Induce you to extend and/or maintain credit or grant any other financial accommodation, I absolutely and unconditionally agree to all term of and guaranty to you the payment and performance of the. following described Debts of the Borrower including with out limitation, all principal, accrued interest, attorneys fees, and collection costs when allowed by law that may become due from the Borrow to you in collecting and enforcing the Debt and all other agreements with respect to the borrower.

A promissory note or other agreement, No. 2166-1203. dated August 30, 2006, from Medical Group Services, Inc. (Borrower) to you. in the amount of
$ 300.000.00.

My liability will not exceed $100,000.00 of the principal amount outstanding at default plus accrued interest, attorney fees and collection costs, when allowed by law, and all other costs, fees, and expenses agreed to be paid under all agreements evidencing the Debt and securing the payment of the Debt. You may. without notice apply this Guaranty to such Debt of the Borrower as you may select from time to time.

3. EXTENSIONS: I consent to all renewals, extensions, modifications, and substitutions of the Debt which may be made by our upon such terms and conditions as you may see from time to time without further notice to me and without limitation as to the number of renewals, extensions, modifications, or substitutions.

4. UNCONDITIONAL LIABILITY: I am unconditionally liable under this guaranty, regardless of whether or note you pursue any of your remedies against eh Borrower, against any other maker, surety, guarantors, or endorsers of the Debt or against any property. You may sue me alone, or anyone else who is obligated on the Guaranty, or any number of us together, to collect the Debt. My liability is not conditioned on the signing of this Guaranty by any other person and further is not subject to any condition not expressly set forth in this Guaranty or any instrument executed in connection with the Debt. My obligation to pay according to the terms of this Guaranty shall not be affected by the illegality, invalidity or unenforceability of any notes or agreements evidencing the Debt the violation of any applicable laws, forgery or any other circumstances which make the indebtedness unenforceable against the borrower. I will remain obligated to pay on this Guaranty even if any other person who is obligated to pay the Debt including the Borrower, has such obligation discharged in bankruptcy, foreclosure, or otherwise discharged by law.

5. BANKRUPTCY. If a bankruptcy petition should at any time be filed by or against the borrower, the maturity of the debt, so far as my liability is concerned, shall be accelerated and the Debt shall be immediately payable by me. I acknowledge and agree that this guaranty, and the Debt secured hereby, will remain in full force and effect at all times, notwithstanding any action or undertakings by or against , your or against any property in connection with any obligation in any proceeding in the United States Bankruptcy Courts. Such action or undertaking includes, without limitation, valuation or Property, election of remedies or imposition of secured or unsecured claim status upon claims by you, pursuant to the United States Bankruptcy Code, as amended in the event that any payment or principal or interest received and paid by any other guarantor, borrower, surety, endorser or co-maker is deemed, by final order of a court of competent jurisdiction, to have been a voidable preference under the bankruptcy or insolvency laws of the United Sates or otherwise then my obligation till remain as an obligation to you and will not be considered as having been extinguished.

6. REVOCATION. I agree that this is an absolute and unconditional Guaranty. This Guaranty cannot be revoked and will remain in affect until the Debt is paid in full.

7. PROPERTY. I agree that any Property may be assigned, exchanged, released in whole or in part or substituted without notice to me and without defeating, discharging or diminishing my liability. My obligation is absolute and your failure to perfect any security interest or any act or omission by you which implies the property will not relieve me or my liability under this Guaranty. You are under no duty to preserve or protect any property until you are in actual or constructive possession. For purposes of this paragraph, you will only be in "actual" possession when you have physical, immediate and exclusive control over the property and have accepted such control in writing. Further, you will only be deemed to be in "constructive" possession when you have both the power and intent to exercise control over this property.

8. DEFAULT. I will be in default if any of the following occur:

1. 1. Payments . I fail to make a payment in full when due.
   2. Insolvency or Bankruptcy. The death, dissolution or insolvency of, appointment of a receiver by or on behalf of, application of any debtor refief law the assignment for the benefit of creditors or on behalf of , the voluntary or involuntary termination of existence by or the commencement of any proceeding under any present or future federal or state insolvency, bankruptcy, reorganization, composition or debtor relief law by or against me, borrower or any co-signer, surety or guarantor of this guaranty or any debt.
   3. Death or Incompetency . I die or am declared legally incompetent.
   4. Failure to Perform. I fail to perform any condition or to keep any promise or covenant of this Guaranty.
   5. Other Documents . A default occurs under the terms of any other document relating to the Debt.
   6. Other Agreements . I am in default on any other debt or agreement I have with you.
   7. Misrepresentation. I make any verbal or written statement or provide any financial information that is untrue, inaccurate, or conceals a material fact at the time it is made or provided.
   8. Judgment. I fail to satisfy or appeal any judgment against me.
   9. Forfeiture. The Property is used in a manner or for a purpose that threatens confiscation by a legal authority.
   10. Name Change. I change my name or assume an additional name without notifying you before making such a change.
   11. Property Transfer. I transfer all or a substantial party of my money or property.
   12. Property Value. You determine in good faith that the value of the Property has declined or is impaired.
   13. Insecurity. You determine in good faith that a material adverse change has occurred in my financial condition from, the condition, set forth in my most recent financial statement before the date of this Guaranty or that the prospect for payment or performance of the Debt is impaired for any reason.

9. WAIVERS AND CONSENT. To the extent not prohibited by law, I waive protest, presentment for payment demand, notic