INFORMATION LEASING CORPORATION
CROSS CORPORATE GUARANTEE
The undersigned, for valuable consideration, the receipt of
which is hereby acknowledged, hereby guarantee(s) Information
Leasing Corporation ("Lessor") (1) the prompt payment, when due,
whether by acceleration or otherwise, of all rents, liabilities
and other indebtedness to Lessor of Dialogos, Inc. ("Lessee") now
existing under those certain Lease Agreements between Lessor and
Lessee and all schedules thereto, and further identified as Lease
Number 39259600 for a Network Computer System, and Lease Number
39269600 for Office Furniture (the "Leases") and (2) the
performance and observance of all of the provisions of the Leases
to be performed and observed by Xxxxxx.
This is an absolute, unconditional and continuing guarantee.
This guarantee shall extend to and cover renewals of any claims
hereby guaranteed or extensions of time for payment thereof and
shall not be affected by any change in the terms and conditions of
the Leases or by any surrender, exchange, acceptance or release by
Lessor of any security held by it for, or by the release in whole
or in part of any other guarantor or guarantors of, the claims
hereby guaranteed. Notice of acceptance of this guarantee, notice
of extensions of credit to Lessee, notice of default, diligence,
presentment, protest, demand for payment, notice of demand or
protest are hereby waived.
The Lessor in its sole discretion may determine the period of
time which must elapse prior to making demand under this guarantee
and Lessor need not exhaust any of its remedies against Lessee or
any security of any other guarantor before having recourse against
the undersigned under this guarantee.
Lessor hereby acknowledges that the above referenced Leases
are being made based upon the credit worthiness of the Guarantor,
and therefore acknowledges that should Lessee and Guarantor so
desire, all of Lessee's rights and obligations under the Leases
may be assigned to Guarantor.
In addition, with Xxxxxx's prior written consent, which
consent shall not be unreasonably withheld, Guarantor may be
released from this Guarantee, in the event that Xxxxxx
accomplishes both of the following:
(i) Lessee raises a minimum of $800,000.000 (eight
hundred thousand dollars) in either equity or convertible
debentures within eighteen (18) months of execution of this
Guarantee, and...
(ii) Lessee achieves positive net income sufficient to
amortize the remaining indebtedness under the Leases, which shall
include but not be limited to, remaining rent taxes, fees, and
residuals.
Guarantor recognizes that the rates may need to be adjusted
to reflect the release of this guarantee, and that Lessee must
consent to such rate adjustments.
This Guarantee shall be binding upon the guarantor and shall
inure to the benefit of Xxxxxx and its successors and assigns.
This guarantee shall be governed by, and construed in accordance
with, the laws of the State of Ohio.
Dated this 3rd day of October, 1996.
GUARANTOR:
MEDPLUS, INC.
/s/ Xxxxxx X. Xxxxxx, CFO
SIGNATURE
____________________________ ____________
WITNESS DATE
