GUARANTY
This
Guaranty (the “Guaranty”) dated as of November 30, 2004 is entered into between
Xxxxx X. Xxxxxxxxxx (“Guarantor”) in favor of Venture Communications
Corporation, a Nevada corporation (“Company”).
R E C I T A L S
A. Company
and Centergistic Solutions, Inc., a California corporation (“Centergistic”) are
entering into a credit agreement (the “Agreement”) pursuant to which Company has
agreed to loan Centergistic up to a total principal amount of Four Hundred
Thousand Dollars ($400,000).
B. In order
to induce Company to enter into the Agreement with Centergistic, Guarantor has
agreed to enter into this Guaranty in order to unconditionally guarantee payment
of 50% of any and all indebtedness of Centergistic to Company as provided in
this Guaranty.
NOW,
THEREFORE, in consideration of the mutual promises contained herein, the parties
agree as follows:
1. Guarantor
unconditionally guarantees and promises to pay to Company, on demand, fifty
percent (50%) of any and all Indebtedness (as defined below) of Centergistic to
Company. As used in this Guaranty, “Indebtedness” means any and all loans up to
a total original principal amount of Four Hundred Thousand Dollars
($400,000) made by Company to Centergistic pursuant to the Agreement, interest
on such amount, and collection costs, including reasonable attorney fees and
costs.
2. Upon the
occurrence of a default of Centergistic under the Agreement, Company may, at its
option, proceed directly and at once, without notice except as required by law,
against Guarantor, without proceeding against Company or any other person or
guarantor and without foreclosing upon, selling or otherwise disposing of or
collecting or applying any property which Company may then have as security for
the Indebtedness or any guaranty of the Indebtedness. Guarantor hereby waives
the right to require Company to proceed against Centergistic or any other person
or guarantor, or to pursue any other person or guarantor, or to pursue any other
remedy and waives the right to have the property of Centergistic or any other
person or guarantor first applied to the discharge of the
Indebtedness.
3. Guarantor
agrees that his obligations hereunder shall be unconditional, regardless of the
validity, regularity or enforceability of the Indebtedness or any instruments
evidencing same, the absence of any action to enforce the same, waiver or
consent by the holder of any instrument evidencing any of the Indebtedness with
respect to any provision thereof, the recovery of any judgment against
Centergistic or any action to enforce the same, or any other circumstance which
might otherwise constitute a legal or equitable discharge or defense of a
guarantor.
4. Guarantor
hereby waives diligence, presentment, demand of payment, filing of claims with a
court in the event of the bankruptcy of Centergistic, protest, notice and all
demands whatsoever, with respect to the Indebtedness and any instrument which
evidences the same.
RIDE
A
5. Company
shall have the right, without any notice to or consent from Guarantor, from time
to time and at any time, and without affecting, impairing or discharging, in
whole or in part, the liability of Guarantor hereunder:
A. To make
any change, amendment or modification whatsoever of any term or condition of the
Agreement or any instrument evidencing the Indebtedness other than any increase
in the total amount that may be loaned to Centergistic pursuant to the
Agreement;
B. To
extend, in whole or in part, by renewal or otherwise, and on one or any number
of occasions, the time for the payment of the Indebtedness or the performance of
any term or condition of the Agreement or any instrument evidencing the
Indebtedness; and
C. To
settle, compromise, release, surrender, modify or impair, and to enforce or
exercise, any claims, rights or remedies of any kind or nature against
Centergistic or any other person or guarantor or any collateral security held by
Company.
6. Guarantor
assumes responsibility for keeping himself informed of the financial condition
of Centergistic and all other circumstances bearing upon the risk of nonpayment
or nonperformance of the Indebtedness, and Company shall have no duty to advise
Guarantor of information known to it regarding such condition or any such
circumstances.
7. Until all
of the Indebtedness has been paid, performed, satisfied and discharged in full,
Guarantor will not have any right of subrogation to the rights of Company
against Centergistic or any other person unless expressly given to Guarantor in
writing by Company.
8. This
Guaranty shall be binding upon and inure to the benefit of the respective heirs,
successors and assigns of the parties and to every subsequent holder of the
Indebtedness regardless of the genuineness and validity thereof or any other
circumstance. Company shall have the right to assign and transfer this Guaranty
to any permitted transferee, endorsee or assignee of any of the
Indebtedness.
9. All
notices, requests, demands and other communications called for or contemplated
hereunder shall be deemed to have been duly given or made when given or made in
compliance with the provisions of the Agreement.
10. This
Guaranty shall be governed by and construed in accordance with the laws of the
State of California.
IN
WITNESS WHEREOF, this Guaranty has been executed and delivered by Guarantor as
of the date first above written.
| /s/ Xxxxx X. Xxxxxxxxxx
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