Exhibit 10.4
GUARANTY
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For value received, the undersigned ("Guarantor") hereby enters into
this Guaranty ("Guaranty") and unconditionally endorses, guarantees and
promises to pay to Excellon Automation Co. ("Excellon") the amounts set
forth in tat certain Excellon Lease Agreement (the "Agreement") dated May
15, 1998 by and between Excellon and Performance Interconnect, Inc.
("Obligor") and all extensions and renewals of the Agreement and all
expenses, including reasonable attorneys' fees, incurred in collecting the
Agreement or enforcing this Guaranty, or both.
The obligation of the Guarantor hereunder is independent of the
obligation of the Obligor under the Agreement, and a separate action or
actions may be brought or prosecuted against the Guarantor, whether action
is brought against the Obligor under the Agreement or any other guarantor be
joined in any such action or actions.
The Guarantor hereby waives any right to require Excellon to (a)
proceed against the Obligor under the Agreement; or (b) pursue any other
remedy in said Excellon's power whatsoever. Until all payment obligations
set forth in Section 2 of the Agreement have been performed and satisfied in
full, Guarantor shall not waive any right of subrogation, and hereby waives
any right to enforce any remedy which Excellon now has or may hereafter have
against the Obligor under the Agreement, and waives any benefit of and any
right to participate in any security now or hereafter held by Excellon.
The Guarantor hereby waives all presentments, demands for performance,
notices of nonperformance, protests, notices of protest, and notices of
dishonor.
No failure or delay by Excellon to insist upon the strict performance
of any term, condition, covenant or agreement of this Guaranty or to
exercise any right, power or remedy hereunder or consequent upon a breach
hereof shall constitute a waiver of any such term, condition, covenant,
agreement, right, power or remedy of any such breach, or preclude Excellon
from exercising any such right, power or remedy at any later time or times.
In case any one or more of the provisions contained in this Guaranty
should be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein
shall not in any way be affected or impaired thereby.
This Guaranty (a) constitutes the entire Agreement, and supersedes all
prior agreements and understandings, both written and oral, among Obligor
and Guarantor with respect to the subject matter hereof, (b) may be executed
in several counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument, and (c)
shall be binding upon Guarantor and its successors and assigns and shall
inure to the benefit of, and shall be enforceable by, Excellon and its
successors and assigns.
Unless otherwise specifically provided herein, all notices,
instructions, requests and other communications required or permitted
hereunder shall be in writing and become effective when received or if
mailed when deposited in the United States mail, postage prepaid, registered
or certified mail, return receipt requested. Notices shall be directed to
Excellon at its address set forth in the Agreement, and to Guarantor at its
address set forth below, or at such other addresses as such party may from
time to time furnish to the other by notice similarly given.
This Guaranty shall be binding upon the Guarantor and his or her
successors and shall inure to the benefit of the Excellon.
This Guaranty shall be governed by, and construed in accordance with,
the laws of the State of California.
TN WITNESS WHEREOF, the undersigned has executed this Guaranty on the
date of the Agreement.
/s/
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D. Xxxxxx Xxxxx
Address:
00000 Xxxxx Xx., Xxxxx 000
Xxxxxx, XX 00000
ACCEPTED BY EXCELLON AUTOMATION CO.
/s/
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5/15/98
