Exhibit 10.27
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GUARANTY AGREEMENT
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THIS GUARANTY AGREEMENT (this "Guaranty") by IMSL ACQUISITION CORP., INC.,
a California corporation ("Guarantor"), is in favor of FIRST INTERSTATE BANK OF
TEXAS, N.A., a national banking association (such bank, together with its
successors and assigns herein called "Bank").
W I T N E S S E T H:
WHEREAS, Bank has extended and will extend credit and financial
accommodations to IMSL, Inc., a Texas corporation ("Borrower"), whose address is
14141 Southwest Freeway, Suite 300, Sugar Land, Xxxx Xxxx Xxxxxx, Xxxxx 00000;
NOW, THEREFORE, (i) to induce Bank, at any time from time to time, to loan
monies, with or without security to or for the account of Borrower, (ii) at the
special insistence and request of Bank, and (iii) for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Guarantor hereby agrees as follows:
1. Guarantor hereby absolutely and unconditionally guarantees the prompt
and punctual payment and performance when due (whether at its maturity, by lapse
of time, by acceleration or otherwise) of the Guaranteed Obligations
(hereinafter defined).
Continuing Guaranty. This is a continuing guaranty applicable to and
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guaranteeing payment when due of any and all indebtedness (including without
limitation the Notes), and punctual performance of all other obligations, and
liabilities of every kind and character of Borrower to Bank under that certain
Second Restated and Amended Loan Agreement, dated December 16, 1992 among
Borrower, Guarantor and the Bank (the "Loan Agreement") and the other Loan
Documents (as such term is defined in the Loan Agreement), whether now existing
or hereafter arising, whether due and owing or to become due and owing,
howsoever created or arising or evidenced, whether joint or several, or joint
and several, whether absolute or contingent, and all renewals, extensions,
increases, and rearrangements of such indebtedness, obligations or liabilities,
including any and all amounts owing or which may hereafter become owing thereon
or in connection therewith, including, without limitation, any and all amounts
of principal, interest, attorneys' fees, costs of collection and other amounts
owing thereunder (hereinafter called the "Guaranteed Obligations").
2. Guarantor hereby waives marshalling of assets and liabilities, sale in
inverse order of alienation, notice of acceptance of this Guaranty and of any
indebtedness, obligation or
liability to which it applies or may apply, and waives presentment and demand
for payment thereof, notice of dishonor or nonpayment thereof, notice of
intention to accelerate, notice of acceleration, protest, and notice thereof and
all other notices and demands, collection or instigation of suit or any other
action by Bank in collection thereof, including any notice of default in payment
thereof or other notice to, or demand of payment therefor on, any party.
Further, to the extent permitted by applicable law, Guarantor expressly waives
each and every right to which it may be entitled by virtue of the suretyship law
of the State of Texas including without limitation, any rights it may have
pursuant to Rule 31, Texas Rules of Civil Procedure, Section 17.001, Civil
Practice and Remedies Code, and Chapter 34 of the Texas Business and Commerce
Code.
3. Guarantor agrees to pay to Bank its collection costs, including any
additional amount for reasonable attorneys' fees, but in no event to exceed the
maximum amount permitted by law, if the Guaranteed Obligations are not paid by
Guarantor upon demand when due as required herein or if this Guaranty is
enforced by suit or through bankruptcy court or through any judicial proceedings
whatsoever, and should it be necessary to reduce Bank's claim to judgment, such
judgment shall bear interest at the rate of 10% per annum.
4. This is an absolute and unconditional guaranty of payment and not of
collection, by Guarantor, jointly and severally with any guarantor of the
Guaranteed Obligations in each and every particular, and, to the extent
permitted by applicable law, Guarantor waives any right to require that (a) any
action be brought against Borrower or any other person or entity, (b) Bank
enforce its rights against any other guarantor of the Guaranteed Obligations,
(c) Bank proceed or enforce its rights against or exhaust any security given to
secure the Guaranteed Obligations, (d) Bank have Borrower joined with Guarantor
or any other guarantor of all or part of the Guaranteed Obligations in any suit
arising out of this Guaranty and/or the Guaranteed Obligations, or (e) Bank
pursue any other remedy in Bank's powers whatsoever. Bank shall not be required
to mitigate damages or take any action to reduce, collect or enforce the
Guaranteed Obligations. To the extent permitted by applicable law, Guarantor
waives any defense arising by reason of any disability, lack of corporate
authority or power, or other defense of Borrower or any other guarantor of the
Guaranteed Obligations, and shall remain liable hereon regardless of whether
Borrower or any other guarantor be found not liable thereon for any reason.
Should Bank seek to enforce the obligations of Guarantor by action in any court,
Guarantor waives
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any necessity, substantive or procedural, that a judgment previously be rendered
against Borrower or any other person or entity or that Borrower or any other
person or entity be joined in such cause or that a separate action be brought
against Borrower or any other person or entity. The obligations of Guarantor
hereunder are several from those of Borrower or any other person or entity
(including without limitation any other surety for Borrower), and are primary
obligations concerning which Guarantor is the principal obligor. All waivers
herein contained shall be without prejudice to Bank at its option to proceed
against Borrower or any other person or entity, whether by separate action or by
joinder. Notwithstanding anything herein to the contrary, the Guarantor
expressly waives and releases and shall not be entitled to any "claim" (as such
term is defined in the Bankruptcy Reform Act of 1978, as amended) that Guarantor
may have against the Borrower, whether now in existence or hereafter arising,
including, without limitation, any right of reimbursement from the Borrower or
any right of subrogation to the Bank's rights against the Borrower (including
contractual, statutory and equitable rights of reimbursement, subrogation,
contribution and indemnity). All indebtedness of Borrower to Guarantor, whether
now existing or hereafter arising (including without limitation indebtedness
resulting from this Guaranty) is hereby assigned to Bank to the extent of the
amount of this Guaranty as security for the payment of the Guaranteed
Obligations. To the extent such indebtedness of Borrower to Guarantor (whether
now existing or hereafter arising) exceeds the amount of this Guaranty, such
indebtedness is hereby subordinated to the Guaranteed Obligations.
Notwithstanding any payment or payments made by Guarantor hereunder or any
setoff or application of funds of Guarantor by Bank, Guarantor shall not be
entitled to be subrogated to any of the rights of Bank against Borrower or any
collateral security or rights of offset held by Bank until the payment of the
Guaranteed Obligations.
5. Guarantor agrees that suit may be brought against Guarantor and any
other guarantors of the Guaranteed Obligations, jointly and severally, and
against one or more of them, less than all, without impairing the rights of
Bank, its successors or assigns, against the other guarantors; nor shall Bank be
required to join Borrower or any other guarantor or liable party in a suit
against a particular guarantor; and Bank may release Borrower and/or one or more
guarantor(s) or settle with such persons or entities as Bank deems fit without
releasing or impairing the rights of Bank to demand and collect the balance of
such indebtedness from the other remaining guarantors not so released.
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6. Guarantor hereby consents and agrees to each of the following to the
fullest extent permitted by law, and agrees that the Guarantor's obligations
under this Guaranty shall not be released, diminished, impaired, reduced or
adversely affected by any of the following, and waives any rights (including
without limitation rights to notice) which Guarantor might otherwise have as a
result of or in connection with any of the following:
(a) Any renewal, extension, modification, decrease, alteration or
rearrangement of all or any part of the Guaranteed Obligations or any instrument
executed in connection therewith, or any contract or understanding between
Borrower and Bank, or any other person or entity, pertaining to the Guaranteed
Obligations, provided, such contract or understanding does not increase the
amount of the Guaranteed Obligations;
(b) Any adjustment, indulgence, forbearance or compromise that might
be granted or given by Bank to Borrower or Guarantor or any person or entity
liable on the Guaranteed Obligations;
(c) The insolvency, bankruptcy arrangement, adjustment, composition,
liquidation, disability, dissolution, death or lack of power of Borrower or
Guarantor or any other person or entity at any time liable for the payment of
all or part of the Guaranteed Obligations; or any dissolution of Borrower or
Guarantor, or any sale, lease or transfer of any or all of the assets of
Borrower or Guarantor, or any changes in the shareholders, partners, or members
of Borrower or Guarantor; or any reorganization of Borrower or Guarantor;
(d) The invalidity, illegality or unenforceability of all or any part
of the Guaranteed Obligations, or any document or agreement executed in
connection with the Guaranteed Obligations, for any reason whatsoever, including
without limitation the fact that the Guaranteed Obligations, or any part
thereof, exceed the amount permitted by law, the act of creating the Guaranteed
Obligations or any part thereof is ultra xxxxx, the officers or representatives
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executing the documents or otherwise creating the Guaranteed Obligations acted
in excess of their authority, the Guaranteed Obligations violate applicable
usury laws, Borrower has valid defenses, claims or offsets (whether at law, in
equity or by agreement) which render the Guaranteed Obligations wholly or
partially uncollectible from Borrower, the creation, performance or repayment of
the Guaranteed Obligations (or the execution, delivery and performance of any
document or instrument representing part of the Guaranteed Obligations or
executed in connection with the
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Guaranteed Obligations, or given to secure the repayment of the Guaranteed
Obligations) is illegal, uncollectible, legally impossible or unenforceable, or
the documents or instruments pertaining to the Guaranteed Obligations have been
forged or otherwise are irregular or not genuine or authentic;
(e) Any full or partial release of the liability of Borrower on the
Guaranteed Obligations or any part thereof, of any co-guarantors, or any other
person or entity now or hereafter liable, whether directly or indirectly,
jointly, severally, or jointly and severally, to pay, perform, guarantee or
assure the payment of the Guaranteed Obligations or any part thereof, it being
recognized, acknowledged and agreed by Guarantor that Guarantor may be required
to pay the Guaranteed Obligations in full without assistance or support of any
other person or entity, and Guarantor has not been induced to enter into this
Guaranty on the basis of a contemplation, belief, understanding or agreement
that other parties other than Borrower will be liable to perform the Guaranteed
Obligations, or Bank will look to other parties to perform the Guaranteed
Obligations;
(f) The taking or accepting of any other security, collateral or
guaranty, or other assurance of payment, for all or any part of the Guaranteed
Obligations;
(g) Any release, surrender, exchange, subordination, deterioration,
waste, loss or impairment (including without limitation negligent, willful,
unreasonable or unjustifiable impairment) of any collateral, property or
security, at any time existing in connection with, or assuring or securing
payment of, all or any part of the Guaranteed Obligations;
(h) The failure of Bank or any other person or entity to exercise
diligence or reasonable care in the preservation, protection, enforcement, sale
or other handling or treatment of all or any part of such collateral, property
or security;
(i) The fact that any collateral, security, security interest or lien
contemplated or intended to be given, created or granted as security for the
repayment of the Guaranteed Obligations shall not be properly perfected or
created, or shall prove to be unenforceable or subordinate to any other security
interest or lien (other than Permitted Liens (as such term is defined in the
Loan Agreement)), it being recognized and agreed by Guarantor that Guarantor is
not entering into this Guaranty in reliance on, or in contemplation of the
benefits of, the validity, enforceability,
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collectibility or value of any of the collateral for the Guaranteed Obligations;
(j) Any other action taken or omitted to be taken with respect to the
Guaranteed Obligations, or the security and collateral therefor, whether or not
such action or omission prejudices Guarantor or increases the likelihood that
Guarantor will be required to pay the Guaranteed Obligations pursuant to the
terms hereof; it being the unambiguous and unequivocal intention of Guarantor
that Guarantor shall be obligated to pay the Guaranteed Obligations when due,
notwithstanding any occurrence, circumstance, event, action, or omission
whatsoever, whether contemplated or uncontemplated, and whether or not otherwise
or particularly described herein, except for the full and final payment and
satisfaction of the Guaranteed Obligations; or
(k) The fact that all or any of the Guaranteed Obligations cease to
exist by operation of law, including without limitation by way of a discharge,
limitation or tolling thereof under applicable bankruptcy laws.
7. In the event any payment by Borrower or any other guarantor of all or
part of the Guaranteed Obligations to Bank is held to be a preference under the
bankruptcy laws, or if for any other reason Bank is required to refund such
payment or pay the amount thereof to any other party, such payment by Borrower
or by such guarantor to Bank shall not constitute a release of Guarantor from
any liability respecting payment of the Guaranteed Obligations, and Guarantor
agrees to pay such amount to Bank upon demand.
8. It is the intention of the parties hereto to comply with applicable
usury laws; accordingly, it is agreed that notwithstanding any provision to the
contrary in the Guaranteed Obligations or in this Guaranty, in any note or other
instrument, or in any documents securing payment thereof or hereof, or otherwise
relating thereto or hereto, no such provision shall require the payment or
permit the collection of interest in excess of the maximum permitted by such
laws. If any excess of interest in such respect is provided for, or shall be
adjudged to be so provided for, then in such event (a) the provisions of this
paragraph shall govern and control, (b) neither Guarantor nor Guarantor's
successors or assigns or any other party liable for the payment hereof shall be
obligated to pay the amount of such interest to the extent that it is in excess
of the maximum amount permitted by such laws, (c) any such excess which may have
been collected shall be, at Bank's option, either applied as a credit
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against the then unpaid principal amount owing on the Guaranteed Obligations, or
refunded, and (d) the effective rate of interest covered by this Guaranty shall
be automatically subject to reduction to the maximum lawful rate allowed under
applicable usury laws.
9. This Guaranty is for the benefit of Bank, and for such other persons
and entities as may from time to time become or be the holders of any Guaranteed
Obligations; and this Guaranty shall be transferable and negotiable, with the
same force and effect and to the same extent as the Guaranteed Obligations may
be transferable, it being understood that upon the assignment or transfer by
Bank of any Guaranteed Obligations, the legal holder of such Guaranteed
Obligations shall have all of the rights granted to Bank under this Guaranty.
10. Payment of all amounts hereunder shall be made at the offices of Bank.
11. As security for payment of the Guaranteed Obligations and other
amounts now or hereafter owing hereunder, Guarantor hereby grants to Bank a
security interest in, and a contractual pledge and assignment of, any and all
money, property, accounts, securities, documents, chattel paper, claims,
demands, instruments, items or deposits of Guarantor, or to which Guarantor is a
party, now held or hereafter coming within Bank's custody or control, including
by way of example and not of limitation all certificates of deposit and other
depository accounts, whether such have matured or the exercise of Bank's rights
results in loss of interest or other penalty on such deposits, but excluding
deposits subject to tax penalties if assigned. Without prior notice to or
demand upon Guarantor, Bank may exercise its rights granted above, as well as
other rights and remedies at law and equity (all of which are cumulative), at
any time when an Event of Default (as defined in the Loan Agreement) has
occurred and is continuing. If any notice is required by law, ten (10) day's
notice shall be deemed reasonable. In addition, Bank shall have the right to
file this Guaranty as a Uniform Commercial Code financing statement naming
Guarantor, as debtor, and Bank as secured party, and indicating therein the
types, or describing the items of security herein specified. Bank shall have
all the rights and remedies of a secured party under the Uniform Commercial Code
and shall have the right after ten (10) day's notice, which the parties agree is
reasonable, to sell at a private or public sale that is commercially reasonable,
any of the collateral or other property held by Bank pursuant hereto to enforce
the obligations of Guarantor hereunder. Bank's rights and remedies hereunder
shall be in addition to and cumulative of any
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other rights and remedies at law and equity, including, without limitation, any
rights of setoff to which Bank may be entitled.
12. Any notice, request or other communication required or permitted to be
given hereunder shall be given in writing by delivering the same against receipt
therefor or three (3) days following deposit of same in the United States Postal
Service, postage prepaid, registered or certified mail, return receipt
requested, addressed to the respective parties at the address shown below or to
such other address as the intended recipient may have specified in a prior
written notice received by the sender (and if so given, shall be deemed given
when mailed).
13. This Guaranty shall not be wholly or partially satisfied or
extinguished by Guarantor's payment of any amount hereunder, including payment
of all amounts due as of any specified date, but shall continue in full force
and effect as against Guarantor for the full amount, except as otherwise
specified herein, as to all Guaranteed Obligations created, incurred or arising
prior to the time when notice of termination is given by the Guarantor to Bank
as specified herein, or which thereafter may be incurred for which Bank has,
prior to the effective date of such notice, committed to lend to Borrower, and
until payment in full thereof. Any and all extensions of credit and financial
accommodations concurrently herewith or hereafter made by Bank to Borrower shall
be conclusively presumed to have been made in acceptance hereof.
14. Guarantor may give to the Cashier of Bank written notice that
Guarantor will not be liable hereunder for any Guaranteed Obligations created,
incurred or arising after the Cashier's receipt of such notice, and such notice
will be effective as to Guarantor from and after (but not before) such times as
said written notice is actually delivered to and received by and receipted for
in writing by the Cashier of Bank; provided, however, that such notice shall not
in any way affect, impair or limit Guarantor's liability for all extensions of
credit which Bank has, prior to the receipt by the Cashier of the Bank of such
notice, committed to lend to Borrower; and provided further that any such notice
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by any other guarantor of all or part of the Guaranteed Obligations shall not in
any way affect, impair, or limit the liability and responsibility of the
Guarantor with respect to any Guaranteed Obligations theretofore existing or
thereafter existing, arising, renewed or extended, and provided, further, that
such notice shall not affect, impair or release the liability and responsibility
of the Guarantor giving such notice with respect to Guaranteed Obligations
created, incurred or arising prior to the receipt of such notice by the Cashier
of Bank as aforesaid, or in
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respect to interest or costs of collection thereafter accruing on or with
respect to such Guaranteed Obligations, or with respect to reasonable attorneys'
fees thereafter becoming payable hereunder with respect to such Guaranteed
Obligations.
15. This Guaranty shall be binding upon Guarantor, its successors and
assigns and shall inure to the benefit of, and be enforceable by, Bank and its
successors and assigns and each and every other person who shall from time to
time be or become the owner or holder of any of the Guaranteed Obligations, and
each and every reference herein to "Bank" shall also include each and every
successor, assign, owner or holder. Guarantor shall not assign or delegate its
obligations hereunder without the prior written consent of Bank.
16. The release by Bank of Borrower or one or more other guarantors of all
or part of the Guaranteed Obligations shall not affect the Guarantor, who shall
remain fully liable in accordance with the terms of this Guaranty.
17. This Guaranty, whether continuing, specific, and/or limited, shall be
in addition to and cumulative of, and not in substitution, novation or discharge
of, any and all prior or contemporaneous guaranty agreements by Guarantor or
other persons or entities, in favor of Bank.
18. The undersigned guaranteeing corporation does hereby acknowledge that
it has investigated fully the benefits and advantages which will be derived by
the undersigned from execution of this Guaranty, and the Board of Directors of
the undersigned corporation has decided that, and the undersigned corporation
does hereby acknowledge, warrant and represent that, a direct or an indirect
benefit will accrue to the undersigned by reason of execution of this Guaranty.
19. Guarantor represents and warrants that (i) this Guaranty is not given
with actual intent to hinder, delay or defraud any entity to which Guarantor is
or will become, on or after the date hereof, indebted; (ii) Guarantor has
received at least a reasonably equivalent value in exchange for the giving of
this Guaranty; (iii) Guarantor is not insolvent on the date hereof and will not
become insolvent as a result of the giving of this Guaranty; (iv) Guarantor is
not engaged in a business or transaction, nor is about to engage in a business
or transaction, for which any property remaining with Guarantor constitutes an
unreasonably small amount of capital; or (v) Guarantor does not
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intend to incur debts that will be beyond the Guarantor's ability to pay as such
debts mature.
20. Guarantor shall furnish to Bank all such financial statements and
other information relating to the financial condition, properties and affairs of
Guarantor as Bank may from time to time reasonably request.
21. Guarantor will not change its address, name or identity without
notifying Bank of such change in writing at least thirty (30) days prior to the
effective date of such change.
22. No delay on the part of Bank in exercising any right hereunder or
failure to exercise the same shall operate as a waiver of such right, nor shall
any single or partial exercise of any right, power or privilege bar any further
or subsequent exercise of the same or any other right, power or privilege.
23. This Guaranty shall not be changed orally, but shall be changed only
by agreement in writing signed by the person against whom enforcement of such
change is sought.
24. The masculine and neuter genders used herein shall each include the
masculine, feminine and neuter genders and the singular number used herein shall
include the plural number. The words "person" and "entity" shall include
without limitation individuals, corporations, partnerships, joint ventures,
associations, joint stock companies, trusts, unincorporated organizations, and
governments and any agency or political subdivision thereof.
25. If any provision of this Guaranty is determined to be invalid by any
court of competent jurisdiction or to be in violation of any applicable law,
such invalidity or violation shall have no effect on any other provisions of
this Guaranty (which shall remain valid and binding and in full force and
effect) or in any other jurisdiction, and to that end the provisions of this
Guaranty shall be considered severable.
26. GOVERNING LAW. THIS GUARANTY SHALL BE GOVERNED BY, CONSTRUED AND
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INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCEPT TO THE
EXTENT THAT THE FEDERAL LAWS OF THE UNITED STATES OF AMERICA MAY APPLY.
27. SUBMISSION TO JURISDICTION. WITH RESPECT TO ANY AND ALL DISPUTES
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ARISING HEREUNDER, UNDER THE OTHER LOAN DOCUMENTS, OR UNDER ANY OF THE OTHER
INSTRUMENTS AND DOCUMENTS EXECUTED IN CONNECTION HEREWITH OR THEREWITH NOT
SETTLED, OR SUBJECT TO
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ARBITRATION, PURSUANT TO THE ARBITRATION PROGRAM REFERENCED IN SECTION 28
HEREOF, THE GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY:
(A) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS GUARANTY AND ANY OTHER LOAN DOCUMENT TO WHICH IT IS
A PARTY, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT OF ANY
THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF
TEXAS, THE COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF
TEXAS, AND APPELLATE COURTS FROM ANY THEREOF;
(B) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH
COURTS, AND WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE
OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR
PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM
THE SAME;
(C) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING
MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR
ANY SUBSTANTIALLY SIMILAR FORM AND MAIL), POSTAGE PREPAID, TO IT AT ITS ADDRESS
SPECIFIED ON THE SIGNATURE PAGE HEREOF; AND
(D) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT
SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT
TO XXX IN ANY OTHER JURISDICTION.
28. Arbitration Program. The parties agree to be bound by the terms and
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provisions of the current Arbitration Program of the Bank which is incorporated
by reference herein and is acknowledged as received by the parties pursuant to
which any and all disputes arising hereunder, or under any of the other Loan
Documents, or under any of the documents and instruments contemplated thereby,
or pertaining hereto or thereto, shall be resolved by mandatory binding
arbitration upon the request of any party.
29. NO ORAL AGREEMENTS. THIS WRITTEN AGREEMENT AND THE OTHER LOAN
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DOCUMENTS, AND THE INSTRUMENTS AND DOCUMENTS EXECUTED IN CONNECTION HEREWITH,
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
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EXECUTED this 16th day of December, 1992.
IMSL ACQUISITION CORP., INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Name:
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Title:
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