EXHIBIT 10.5
GUARANTY
FOR VALUE RECEIVED, and in consideration of the sum of One Dollar
($1.00) and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the undersigned, Lexxus International, Inc.,
a Delaware corporation, its successors and assigns, hereby unconditionally
guarantees to Xxxx Xxxxxxxxx (the "Executive"), his heirs, legal
representatives, successors and assigns, payment when due of the obligations of
MarketVision Communications Corporation, a Delaware corporation
("MarketVision"), and the performance and observance by MarketVision of all of
its covenants and obligations contained in that certain Employment Agreement
dated March 31, 2004, by and between MarketVision and the Executive
(collectively the "Guaranteed Obligations").
The undersigned hereby expressly waives demand and presentment with
respect to the Guaranteed Obligations and also with respect to acceptance of
this Guaranty. This Guaranty shall continue in full force and effect
notwithstanding the discharge by the Executive or by operation of law or
otherwise of MarketVision of all or any portion of the Guaranteed Obligations or
the modification by operation of law or otherwise of all or any portion of the
Guaranteed Obligations or the guaranty thereof by any other person, and the
undersigned hereby expressly waives all notice of or consent to any such
discharge, modification or guaranty.
The undersigned acknowledges and understands that this Guaranty makes
the undersigned absolutely, primarily and directly liable to the Executive for
the Guaranteed Obligations, and that it shall not be required to pursue any
right or remedy which it may have against MarketVision or any other person with
respect to all or any portion of Guaranteed Obligations, or any collateral or
security for all or any portion of the Guaranteed Obligations (and shall not be
required first to commence any action or obtain any judgment with respect
thereto) before enforcing this Guaranty against the undersigned.
This Guaranty shall be governed by and construed in accordance with the
laws of the State of Texas.
IN WITNESS WHEREOF, the undersigned has entered into this Guaranty
effective the 31st day of March, 2004.
LEXXUS INTERNATIONAL, INC.
By /s/ XXXX X. XXXXXXXX
-----------------------------------------
Its Chief Financial Officer
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GUARANTY
FOR VALUE RECEIVED, and in consideration of the sum of One Dollar
($1.00) and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the undersigned, Lexxus International, Inc., a
Delaware corporation, its successors and assigns, hereby unconditionally
guarantees to Xxxxx Xxxxxx (the "Executive"), his heirs, legal representatives,
successors and assigns, payment when due of the obligations of MarketVision
Communications Corporation, a Delaware corporation ("MarketVision"), and the
performance and observance by MarketVision of all of its covenants and
obligations contained in that certain Employment Agreement dated March 31, 2004,
by and between MarketVision and the Executive (collectively the "Guaranteed
Obligations").
The undersigned hereby expressly waives demand and presentment with
respect to the Guaranteed Obligations and also with respect to acceptance of
this Guaranty. This Guaranty shall continue in full force and effect
notwithstanding the discharge by the Executive or by operation of law or
otherwise of MarketVision of all or any portion of the Guaranteed Obligations or
the modification by operation of law or otherwise of all or any portion of the
Guaranteed Obligations or the guaranty thereof by any other person, and the
undersigned hereby expressly waives all notice of or consent to any such
discharge, modification or guaranty.
The undersigned acknowledges and understands that this Guaranty makes
the undersigned absolutely, primarily and directly liable to the Executive for
the Guaranteed Obligations, and that it shall not be required to pursue any
right or remedy which it may have against MarketVision or any other person with
respect to all or any portion of Guaranteed Obligations, or any collateral or
security for all or any portion of the Guaranteed Obligations (and shall not be
required first to commence any action or obtain any judgment with respect
thereto) before enforcing this Guaranty against the undersigned.
This Guaranty shall be governed by and construed in accordance with the
laws of the State of Texas.
IN WITNESS WHEREOF, the undersigned has entered into this Guaranty
effective the 31st day of March, 2004.
LEXXUS INTERNATIONAL, INC.
By /s/ XXXX X. XXXXXXXX
----------------------------------------
Its Chief Financial Officer
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