GUARANTY
The undersigned hereby irrevocably and unconditionally guarantees the
payment and collection of the obligations of Einstein Computer Corporation, (the
"Company") a Florida corporation, with offices located at 0000 X. Xxxxxxxx
Xxxxxxx, XxxxxxxxX, Xxxxx 000, Xxxxxxx, XX 00000, and wholly-owned subsidiary of
Legal Club of America Corp. a Colorado corporation with offices at the same
address, to Gateway Companies, Inc., ("Gateway") a Delaware corporation under
that certain Gateway Authorized Reseller Agreement dated September 23rd, 2000,
as the same may be modified and amended from time to time ("Agreement") and
related purchase orders ("Purchase Orders") and a Note Agreement and Security
Agreement dated as of September 25th, 2000 ("Note Agreement"). This guarantee
shall be effective notwithstanding any modification or amendment to the
Agreement or the Note Agreement. The undersigned shall have the sole
responsibility for obtaining from the Company such information concerning the
Company's financial condition or business operations as the undersigned may
require. The undersigned waives all defenses based upon suretyship or arising
out of suretyship status and waives all presentments, demands for performance,
notices of nonperformance, protests, notices of protest, notices of dishonor,
and notices of acceptance of this Guaranty and of the existence, creation, or
incurring of new or additional indebtedness, and notices of any kind whatsoever.
No provision or waiver in this Guaranty shall be construed as limiting the
generality of any other waiver contained in this Guaranty. Upon making all
payments under the Agreement and the Purchase Orders and this Guaranty, the
undersigned shall be subrogated to the rights of Gateway against the Company. It
is not necessary for Gateway to inquire into the powers of the Company or of the
officers, directors, partners, or agents acting or purporting to act on behalf
of the Company. This Guaranty shall be governed by and construed according to
the laws of the State of California without giving effect to any conflict of law
provision thereunder, to the jurisdiction of which the parties hereto submit.
This Guaranty shall benefit Gateway and its permitted assignees.
LEGAL CLUB OF AMERICA CORP.
By: /s/ XXXXX XXXX
----------------------------
Name: Xxxxx Xxxx
Title: Chief Executive Officer
