GUARANTY OF EMPLOYMENT AGREEMENT
As an inducement for, and in consideration of, XXXXXXX
X. XXXX (the "Employee") entering into and executing an
Employment Agreement (the "Employment Agreement") of even
date with XXXXXXX COMPUTER RESOURCES OF SOUTH CAROLINA,
INC., a South Carolina corporation, (the "Employer"),
XXXXXXX COMPUTER RESOURCES, INC., a Delaware corporation
(the "Guarantor") agrees and does hereby unconditionally
guaranty to Employee, the faithful and full performance, and
satisfaction, of each and every obligation (including, but
not limited to, the agreements, covenants, representations
and warranties) (the "Obligations") of Employer under the
Employment Agreement; and Guarantor agrees that if Employer
shall fail to pay or perform, or otherwise fail to satisfy
any Obligation, the Guarantor shall forthwith pay, perform
or otherwise satisfy and/or cause Employer to pay, perform
or otherwise satisfy such Obligation, including all
reasonable expenses that may be incurred by Employee in the
enforcement of such Obligation and/or Guarantor's agreement
of Guaranty herein.
The Guarantor hereby agrees that its guaranty shall not
be discharged except by the full and complete payment,
performance and satisfaction of each and every Obligation of
Employer. Without limiting the generality of the foregoing,
the Obligations and the rights of the Employee to enforce
the same by proceedings, whether by action at law, suit in
equity or otherwise, shall not be in anyway affected by:
(a) any insolvency, bankruptcy, liquidation, reorganization,
readjustment, composition, dissolution or other similar
proceeding involving or affecting Employer; and (b) any
change in the stock ownership of Employer.
The Employee may deal with Employer in the same manner
and as freely as if this Guaranty did not exist and shall be
entitled, among other things, to amend the Employment
Agreement or grant Employer such extension or extensions of
time to perform any act or acts as may be deemed advisable
to the Employee at any time and from time to time, without
terminating, affecting or impairing the validity of this
Guaranty or the obligations of the Guarantor hereunder.
The Employee may proceed to protect and enforce any and
all of his rights under this Guarantee by suit in equity,
action at law, or by other appropriate proceedings, whether
for the specific performance of any covenants or agreements
contained in the Employment Agreement, this Guaranty or
otherwise, or to take any action authorized or permitted
under applicable law, and shall be entitled to require and
enforce the performance of all acts and things required to
be performed hereunder by the Guarantor. Each and every
remedy of the Employee shall, to the extent permitted by
law, be cumulative and shall be in addition to any other
remedy given hereunder or under the Employment Agreement as
now or hereafter existing at law or in equity.
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No waiver or release shall be deemed to have been made
by the Employee of any of his rights hereunder unless the
same shall be in writing and signed by the Employee; any
such waiver shall be a waiver or release only with respect
to the specific matter involved and shall in no way impair
the rights of Employee or affect the Obligations of
Guarantor to Employee in any other respect at any other
time.
Employee shall provide Guarantor with written notice of
any and all nonperformance (whether by omission and/or
commission) of Employer of its Obligations prior to any
enforcement of this Guaranty.
This Guaranty, or any provisions hereof, shall not be
waived, altered, modified, amended, supplemented or
terminated in any manner whatsoever except by a written
instrument signed by the Employee and the Guarantor.
This Guaranty shall be binding upon the Guarantor, its
successors and assigns and shall inure to the benefit of
Employee, his heirs and assigns.
This Guaranty shall be governed by, and construed in
accordance with, the laws of the State of South Carolina.
If any term or provision of this Guaranty or the application
thereof to any circumstance, shall, to any extent, be
invalid or unenforceable, the remainder of this Guaranty, or
the application of such term or provision to circumstances
other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each term
and provision of this Guaranty shall be valid and
enforceable to the fullest extent permitted by law.
All notices and other communications to be made or
given pursuant to this Guaranty shall be made or given in
the manner provided in the Employment Agreement.
IN WITNESS WHEREOF, the Guarantor has executed this
Guaranty this ____ day of ________________, 1997.
WITNESSES: XXXXXXX COMPUTER
RESOURCES, INC.
_________________________ By:
_________________________________
_________________________ Its:
________________________________
STATE OF ________________ )
) SS:
COUNTY OF ______________ )
BE IT REMEMBERED, that on this ____ day of _______,
1997, before me, the undersigned, a Notary Public in and for
said County, personally appeared ______________, the
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____________ of Xxxxxxx Computer Resources, Inc., who
acknowledged that he executed the foregoing instrument for
the purposes therein contained.
IN WITNESS WHEREOF, I have hereunto subscribed my name
and affixed my notarial seal on the day and year last above
written.
_____________________________________
NOTARY PUBLIC
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