Guaranty
THIS GUARANTY is made the 26th day of May, 2000 by Xxxxxx Xxxxxxxx of Palm
Beach, Florida (being hereinafter referred to collectively as the Guarantor),
XXXX.Xxx, Inc. whose address is 0000 Xxxxxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx,
XX 00000 (being hereinafter referred to as the Lender).
W I T N E S S E T H :
WHEREAS, StrategiNet Corporation, with offices located at X.X. Xxx 000000,
Xxxxx Xxxx Xxxxx, Xxxxxxx 00000, shall be indebted to the Lender for a loan in
the principal amount of $50,000.00, to be evidenced by StrategiNet Corporation's
Convertible Debenture of even date (the Debenture) payable to the Lender's order
in that amount, with interest thereon; and
WHEREAS, the Lender has required the personal unconditional guaranty of
the Debenture securing the Debenture by the Guarantor on the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in order to induce the Lender to make said loan to
StrategiNet Corporation, which loan is unsecured, the Guarantor hereby agrees as
follows:
Section 1. Guarantor hereby unconditionally guarantees to Lender the due
and punctual payment in full (and not merely the collectability) of the
principal of the Debenture and the interest thereon, when due and payable
(giving effect to applicable grace periods) whether on any installment payment
date or at stated or accelerated maturity, all according to the terms of such
Debenture ..
Section 2. Guarantor expressly agrees that Lender in his sole and absolute
discretion, without notice to or further assent of the Guarantor and without in
any way releasing, affecting, or impairing the obligations and liabilities of
Guarantor hereunder may: (i) waive compliance with, or any default under, or
grant any other indulgences with respect to, the Debenture; (ii) modify, amend,
or change any provisions of the Debenture ; (iii) grant extensions or renewals
of or with respect to the Debenture, and/or effect any release, compromise, or
settlement in connection therewith; (iv) make advances for the purpose of
performing any term or covenant contained in the Debenture with respect to which
the Corporation, or its successors and assigns, shall be in default, (v) assign
or otherwise transfer the Debenture or this Guaranty or any interest therein or
herein; and (vi) deal in all respects with the Corporation, or its successors
and assigns, as if this Guaranty were not in effect. The obligations of the
Guarantor under this Guaranty shall be unconditional, irrespective of the
genuineness, validity, regularity, or enforceability of the Debenture and/or any
security given therefor or in connection therewith or any other circumstances
which might otherwise constitute a legal or equitable discharge of a surety or
guarantor.
Section 3. The liability of the Guarantor under this Guaranty shall be
primary, direct, and immediate and not conditional or contingent upon pursuit by
Lender of any remedies he may have against StrategiNet Corporation, or its
successors and assigns, with respect to the Debenture whether
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Exhibit 10.2
pursuant to the terms thereof or by law. Without limiting the generality of the
foregoing, Lender shall not be required to make and demand on StrategiNet
Corporation, or its successors and assigns, or otherwise to pursue or exhaust
its remedies against StrategiNet Corporation, or its successors and assigns,
before, simultaneously with, or after enforcing its rights and remedies
hereunder against the Guarantor. Any one or more successive and/or concurrent
actions may be brought hereon against the Guarantor either in the same action,
if any, brought against StrategiNet Corporation, or its successors and assigns,
or in separate actions, as often as Lender, in Lender's sole discretion, may
deem advisable.
Section 4. The Guarantor hereby expressly waives: (i) presentment and
demand for payment and protest of nonpayment; (ii) notice of acceptance of this
Guaranty and of presentment, demand, and protest; (iii) notice of any default
hereunder or under the Debenture and of all indulgences; (iv) demand for
observance or performance of, or enforcement of, any terms or provisions of this
Guaranty, the Debenture; (v) all other notices and demands otherwise required by
law which the Guarantor may lawfully waive. Guarantor also waives trial by jury
in any action brought on or with respect to this Guaranty and agrees that, if
this Guaranty shall be enforced by suit or otherwise, or if Lender shall
exercise any of his remedies under the terms of the Debenture, Guarantor will
reimburse Lender upon demand for his expenses incurred in connection therewith
including, without limitation, reasonable attorneys' fees, and this shall be in
addition to the right of the Lender to assess, tax, and recover all
disbursements, allowances, additional allowances, and costs provided by law.
Section 5. If Guarantor advances any sums to StrategiNet Corporation or
its successors and assigns shall be or become indebted to Guarantor, such sums
and indebtedness shall be subordinate in all respects to all amounts then or
thereafter due and owing to Lender, and nothing herein contained shall be
construed to give Guarantor any right of subrogation in and to the Debenture
until all amounts owing to Lender have been paid in full. The foregoing shall
not be construed as prohibiting the repayment by StrategiNet Corporation of
loans made to StrategiNet Corporation by Guarantor, so long as no default shall
exist under the Debenture, or this Guaranty.
Section 6. Every notice, demand, request, or other communication given
hereunder or in connection herewith (hereinafter Notices) shall be deemed
sufficient if in writing and sent by registered or certified mail postage
prepaid, return receipt requested, addressed to the party to receive such Notice
at his address first set forth above or at such other address as any such party
may hereafter designate by Notice given in like fashion. Notices shall be deemed
given when so mailed.
Section 7. All rights and remedies afforded to Lender by reason of this
Guaranty, whether under the terms hereof or by law, are separate and cumulative,
and the exercise of one shall not in any way limit or prejudice the exercise of
any other such rights or remedies. No delay or omission by Lender in exercising
any such right or remedy shall operate as a waiver thereof. No waiver of any
rights and remedies hereunder, and no modification or amendment hereof, shall be
deemed made by Lender unless in writing and duly signed by Lender. Any such
written waiver shall apply only to the particular instance specified therein and
shall not impair the further exercise of such right or remedy or of any other
right or remedy of Lender, and no single or partial exercise of any right or
remedy hereunder shall preclude other or further exercise thereof or any other
right or remedy.
Section 8. This Guaranty may be executed in counterparts, and each such
counterpart shall be binding upon all signatories thereto.
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Exhibit 10.2
Section 9. This Guaranty shall inure to the benefit of, and be enforceable
by, Lender and its successors and assigns as owners and holders of the
Debenture, and shall be binding upon, and enforceable against, Guarantor and his
heirs, executors, administrators, successors, and assigns.
Section 10. All references herein to Guarantor shall be deemed to mean
Guarantors. Section 11. This Guaranty shall terminate automatically at such time
as StrategiNet Corporation makes the first payment in reduction of the principal
indebtedness under the Debenture in the amount of $50,000.00 , which payment is
due and payable on _________________.
IN WITNESS WHEREOF, Guarantor has duly executed this Guaranty as of the
day and year first above written.
Xxxxxx Xxxxxxxx
Witness:
/s/ [ILLEGIBLE] By: /s/ S. Quaraeshi
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Exhibit 10.2
