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EXHIBIT 10.13
GUARANTY
THIS GUARANTY dated as of June 7, 1999, is made and delivered by X.X.
Xxxxxxxxx ("Guarantor") in favor of Xxx Xxxxx the holder of the Note (the
"Noteholder").
A. Xxxx Xxxxxx Direct, Inc. ("GPD") has issued a convertible note in
the aggregate principal amount of $75,000 (the "Note").
B. The payment of the Note (the "Obligation") is secured by the
collateral of GPD evidenced by a Security Agreement between the parties
(collectively, the "Collateral").
C. Any term used herein and not defined shall have the meaning set
forth in the Note Purchase Agreement dated June ___, 1999 between Guarantor and
the Noteholder.
D. To induce the Noteholder to purchase the Note, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Guarantor is willing to guarantee the performance of certain
obligations of GPD, on the terms set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises and
intending to be legally bound hereby, the undersigned agrees as follows:
1. For consideration, the adequacy and sufficiency of which is
acknowledged, the Guarantor unconditionally guarantees the payment and
performance of GPD's obligations under the Note and the payment of all
liabilities of GPD to Noteholder, whether absolute or contingent, matured or
unmatured, direct or indirect, similar or dissimilar, due or to become due
arising under the Note (all such payment and performance obligations are
hereinafter referred to as the "Obligations"). Guarantor's liability under this
Guaranty for GPD's Obligations shall not exceed at any one time the sum of the
following (the "Guarantied Liability Amount"): (a) Seventy-Five Thousand and
no/100 Dollars ($75,000) for Obligations representing principal ("Principal
Amount"), (b) all interest, fees and like charges owing and allocable to the
Principal Amount under the Note, and (c) all costs, attorneys' fees, and
expenses of Noteholder relating to or arising out of the enforcement of the
Obligations and this Guaranty or any collection proceedings.
2. This Agreement may not be assigned by any party hereto without the
prior written consent of the other parties. This Agreement shall inure to the
benefit of and bind Noteholder, its successors and assigns and the undersigned,
their respective heirs, executors, administrators and successors in interest.
3. This Agreement may be executed in two or more counterparts, all of
which shall be considered one and the same agreement and shall become effective
when two or more
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counterparts have been signed by each of the parties and delivered to the other
parties, it being understood that all parties need not sign the same
counterpart.
4. Whenever possible each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but, if any provision of this agreement shall be prohibited or invalid under
applicable law, such provisions shall be ineffective to the extent of such
prohibition or invalidity without invalidating the remainder of such or the
remaining provisions of this Agreement.
IN WITNESS WHEREOF, this Agreement has been executed this Agreement as
of the date set forth above.
GUARANTOR:
/s/ X.X. Xxxxxxxxx
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X.X. Xxxxxxxxx
NOTEHOLDER:
/s/ Xxx Xxxxx
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Xxx Xxxxx
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