PERSONAL GUARANTY
1. Debtor: GLOBAL MED TECHNOLOGIES, INC.,
a Colorado corporation
00000 Xxxx Xxxxxx Xxxxxx, Xxxxx X000,
Xxxxxxxx, Xxxxxxxx 00000
2. Guarantor: XXXXXXX X. XXXXX, M.D.
00000 Xxxx Xxxxxx Xxxxxx, Xxxxx X000,
Xxxxxxxx, Xxxxxxxx 00000
3. Beneficiary: FRONTEER CAPITAL, INC.,
a Delaware corporation
0000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxxxxx 00000
4. Obligations.
a. That certain Loan Agreement dated August 12, 1998 between Debtor and
Beneficiary for a loan ("Loan") to Debtor in the maximum amount of
$1,650,000.00.
b. One or more of those certain Promissory Notes, all of different dates,
and all of which in the aggregate do not exceed the maximum Loan amount of
$1,650,000.00, which the Debtor has executed or will execute in favor of the
Beneficiary pursuant to the Loan Agreement; and
c. The term "Obligations" does not include any obligations owed by Debtor
to Xxxx Xxxx Finance Company Limited pursuant to that certain Loan Agreement
between them dated August 12, 1998, but effective for all purposes as of May 7,
1998.
5. Guaranteed Amount. Up to $1,500,000.00 of all Obligations.
6. Guaranty and Indemnification.
a. For value received, and in consideration of and as an inducement for the
financial accommodations (the term financial accommodations is used in its most
comprehensive sense to include any transaction or arrangement resulting in a
debtor-creditor transaction) heretofore or at any time hereafter extended by the
Beneficiary to or for the account of Debtor, Guarantor hereby unconditionally
guarantees the prompt payment of the Obligations to the extent of the Guaranteed
Amount, upon demand, when due, by reason of acceleration or otherwise, including
interest on the principal amount thereof as are provided for in any applicable
promissory note.
b. Guarantor further agrees to indemnify the Beneficiary for all expenses,
including without limitation reasonable attorneys' fees, court costs and related
legal expenses, incurred by the Beneficiary in endeavoring to collect the
Guaranteed Amount, or any part thereof from the Guarantor, or enforcing this
Guaranty.
c. The right of recovery against Guarantor under this Guaranty is in
addition to Guarantor's liability under any other obligations or guarantees of
Guarantor for the benefit of the Beneficiary; and such right of recovery shall
exist notwithstanding any right or power of Debtor or anyone else to assert any
claim or defense as to the genuineness, regularity, validity or enforceability
of any of the Obligations, any collateral security therefor or any other
Guaranty thereof.
d. Notwithstanding any other provision herein, the right to recovery
against the Guarantor under this Guaranty shall exclude (i) the right to
foreclose upon, collect or otherwise assert a claim, judgment or lien of any
type against, the real property owned by Guarantor that is identified by the
following Jefferson County, Colorado Schedule Number, to wit: 034099, 034041,
407933, 199704, 131585, 407936 and 143519, and all improvements located on said
parcels; (ii) all home furnishings, artwork and other personal property now or
hereafter located on any of said parcels; (iii) the right to levy upon any
titled vehicle now or hereafter held in Guarantor's name or leased by Guarantor;
(iv) the right to garnish Guarantor's defined benefit profit sharing, 401(k) or
other similar retirement or pension plans adopted by Debtor; (v) the right to
garnish or withhold Guarantor's salary from Debtor; and (vi) the right to levy
upon any insurance proceeds payable upon the death of Guarantor or in respect to
casualty, loss or damage of any of the property described in this paragraph 6.d.
7. Rights of Beneficiary. Guarantor hereby agrees that Beneficiary may, at its
option, without notice to or further consent of Guarantor, take any of the
following actions:
a. sell, assign or transfer any of the Obligations of Debtor to Beneficiary
in which case;
(1) each subsequent holder shall have the same rights, powers and
benefits hereunder as the Beneficiary;
(2) the Beneficiary shall have a prior and unimpaired right to enforce
this Guaranty for the benefit of the Beneficiary as to so much of the
Obligations as shall remain;
(3) the Beneficiary may assign or deliver any property held as
security for the Obligations and the subsequent holder shall have the same
rights, powers and benefits as to the security as the Beneficiary; and
(4) the Beneficiary shall be fully discharged from all responsibility
with respect to any such property assigned or delivered;
b. renew, from time to time, for any period, all or any part of the
Obligations;
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c. extend or accelerate or otherwise change, from time to time, the time
for payment of all or any part of the Obligations;
d. retain or obtain, in addition to this Guaranty, a security interest in
any property of to secure all or any part of the Obligations;
e. retain the primary or secondary liability of any party in addition to
Guarantor with respect to all or any part of the Obligations;
f. release their security interest, if any, in any property securing any of
the Obligations, permit any substitution or exchange for any such property, or
fail to perfect or continue to perfect any security interest for any such
property;
g. release or compromise any liability of any other Guarantor or any other
party with respect to the Obligations or any security therefor;
h. create Obligations in excess of the Guaranteed Amount; and
i. amend, modify, delete or add any term or condition of or to any of the
Obligations.
Except as otherwise specifically noted, the terms of this Section 7 shall
apply to all Obligations.
8. Waivers by Guarantor. Guarantor hereby expressly waives:
a. notice of acceptance of this Guaranty;
b. notice of the existence or creation of all or any part of the
Obligations;
c. notice of termination as to future liability given by any other
guarantor;
d. notice of demand, advertisement or notice of time or place of sale of
any collateral securing any of the Obligations;
e. all presentments, demands for performance, notices of nonperformance,
protests and all other notices whatsoever;
f. any right to acquire the Beneficiary' power;
g. any right to contest the enforcement of this Guaranty by virtue of any
statute of limitations or other law varying the terms of this Guaranty; and
h. any other defense available to Guarantor at law or in equity.
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9. Extent of Liability: Remedies.
a. Guarantor's guaranty of the Obligations hereunder shall be continuing
and shall only be reduced by payments upon the Obligations made by Debtor or any
person or through realization upon any collateral that may be pledged to secure
the Obligations.
b. Upon default, any indebtedness of Debtor to Guarantor, if the
Beneficiary so request, shall be collected, enforced and received by Guarantor
as trustee for the Beneficiary but without reducing or in any manner affecting
the liability of Guarantor under any other provision of this Guaranty.
c. In addition to all liens upon, and right to setoff against the property
of Guarantor existing under law, the Beneficiary may, upon ten days notice from
Beneficiary to Guarantor of Debtor's failure to satisfy any of the Obligations,
appropriate and apply toward the payment of such amount, in such order of
application as the Beneficiary may elect, any property or funds of Guarantor,
including balances, credits, deposits, accounts or moneys in the possession or
control of the Beneficiary, for any purpose. Guarantor hereby grants a security
interest to the Beneficiary in such property and funds.
d. No delay or neglect on the part of the Beneficiary in the exercise of
any right or remedy existing under law or by virtue of this Guaranty shall
operate as a waiver thereof, but such rights and remedies shall continue in full
force and effect until specifically waived or released by an instrument in
writing executed by the Beneficiary and designated as a waiver or release; and
no single or partial exercise by the Beneficiary of any right or remedy shall
preclude further exercise thereof or the exercise of any other right or remedy.
e. No action of the Beneficiary permitted hereunder shall in any way impair
or affect this Guaranty.
10. Evidence of Indebtedness. The possession by the Beneficiary of any of the
Obligations, or written evidence of it, shall be conclusive as to the fact that
it is one of the obligations covered hereunder and that full value was given by
the Beneficiary therefor, unless direct written evidence to the contrary is
produced. Any accounts settled or stated by or between the Beneficiary and
Debtor or admitted by Debtor may be adduced by the Beneficiary in any proceeding
in which this Guaranty is in issue and shall be received as conclusive evidence
against Guarantor of the amount thereby appearing due from Debtor to the
Beneficiary and shall not be open to dispute or question by Guarantor. It shall
not be necessary for the Beneficiary to inquire into the powers of Debtor or the
officers, directors, partners or agents acting or purporting to act on its
behalf, and any Obligations created in reliance upon the professed exercise of
such powers shall be covered by this Guaranty.
11. Termination of Guaranty. This Guaranty shall not be terminated in any manner
and shall remain in full force and effect and be binding upon Guarantor and
relied upon by the Beneficiary until the Obligations have been satisfied in
full. Notwithstanding the foregoing, in the event Guarantor's employment is
terminated by Debtor for any reason except for gross negligence and
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willful malfeasance or misfeasance, then this Guaranty shall terminate and be of
no further force and effect.
12. General.
a. The terms "Debtor," "Guarantor," "Beneficiary," "Obligations" and
"Guaranteed Amount" are defined in Sections 1 through 5, respectively.
b. Any consent, notice or other communication required or contemplated by
this Guaranty shall be in writing, and shall be deemed given immediately, if
hand delivered or mailed, postage prepaid, to either party hereto at the address
given on the front page of this Guaranty. Any notice or option provided for the
benefit of the Beneficiary or required to be given by the Beneficiary may be
given or exercised by any one Beneficiary.
c. This Guaranty shall be binding upon Guarantor and Guarantor's heirs,
personal representatives, successors and assigns.
d. If there is more than one Guarantor, all of the terms and conditions of
this Guaranty shall apply to each of them and all such Guarantors shall be
jointly and severally obligated hereunder.
e. All words used herein in the singular shall be deemed to have been used
in the plural where the content and construction so require.
f. This Guaranty shall be construed under and governed by the laws of
Colorado.
g. Whenever possible each provision of this Guaranty shall be interpreted
in such manner as to be effective and valid, but if any provision of this
Guaranty shall be prohibited by or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Guaranty.
13. Jurisdiction and Venue. At the option of the Beneficiary, an action may be
brought to enforce this Guaranty in the District Court in and for the City and
County of Denver, State of Colorado, in the United States District Court for the
District of Colorado or in any other court in which venue and jurisdiction are
proper. Guarantor hereby consents to venue and jurisdiction in the District
Court in and for the City and County of Denver, State of Colorado and in the
United States District Court for the District of Colorado in any action
commenced to enforce this Agreement.
Date: 12 August 98
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, M.D.
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