EXHIBIT 10.14
GUARANTY
In consideration of Financial Intranet, Inc. (the "Debtor"), having
borrowed from Xxxxxx Xxxx (the "Obligee") the principal amount of $600,000.00,
bearing interest at the rate of 7% per annum, pursuant to a convertible
promissory note (the "Note") dated February 8, 1999, Xxx Xxxxx (the
"Guarantor"), for value received, hereby absolutely and unconditionally
guarantees to Obligee and his assigns the full and prompt payment, either in
cash or in shares of the Debtor's common stock which have been beneficially
owned by the Guarantor for a minimum of two years (the "Common Stock"), of the
obligations of Debtor under the Note. All capitalized terms used herein shall
have the meanings ascribed to them in the Note unless otherwise defined in this
Guaranty.
The obligations of Guarantor with respect to the guarantee of the principal
amount of the Note and all accrued interest thereon shall not be reduced until
Debtor has fully satisfied its obligations under the Note owed by Debtor to the
Obligee and its assigns. Any payment to Obligee on account of the Note shall be
deemed to be made on behalf of Guarantor and the amount of this Guaranty shall
be reduced by the amount of such payment.
This is a continuing, absolute and unconditional guarantee of payment
regardless of the validity, regularity or enforceability of the Note. The
Guarantor agrees that the Obligee may proceed directly against the Guarantor
under this Guaranty without first instituting legal or other proceedings against
Debtor, or any other person or persons.
In connection with the execution of this Guaranty, the Guarantor has
executed and delivered to the Obligee a Pledge and Security Agreement of even
date herewith. In the event that the Obligee seeks to enforce its rights under
this Guaranty, the Guarantor shall have the right to satisfy such obligations
with the shares of Common Stock pledged to the Obligee under the Pledge and
Security Agreement to the extent that the shares of Common Stock pledged as
collateral are sufficient to satisfy such obligations. In the event the
Guarantor attempts to satisfy his obligations under this Guaranty by payment in
Common Stock, the number of shares of Common Stock shall be determined by
dividing the Conversion Amount by the Conversion Price as set forth in the
Conversion Notice delivered by the Obligee to the Debtor and to the Guarantor
(as is set forth in the Note). This Guaranty shall terminate when the Debtor's
registration statement with respect to the shares of Common Stock issuable upon
conversion of the Note and issuable upon the exercise of the Warrants issued in
conjunction with the Note to the Obligee has remained effective without
suspension by the Securities and Exchange Commission for a period 30 days.
Guarantor consents that the Note or the liability of any other guarantor,
surety, indemnitor, indorser, or any other party for or upon the Note may, from
time to time, in whole or in part, be renewed, extended, modified, accelerated,
compromised, settled or released by the
Obligee, all without any notice to, or further assent by, or any
reservation of rights against, Guarantor and without in any way effecting or
releasing the liability of Guarantor hereunder. The Obligee shall not be liable
for failure to collect or realize upon the Note, or any part thereof, for any
delay in so doing, nor shall Obligee be under any obligation to take any action
whatsoever with regard thereto.
Guarantor waives protest, demand for payment, notice of default or
nonpayment to or on Guarantor or Debtor. This Guaranty shall continue in full
force and effect notwithstanding the death, incapacity, or bankruptcy of
Guarantor, and shall be binding upon Guarantor and Guarantor's estate and the
personal representatives, heirs and successors of Xxxxxxxxx who shall,
nevertheless, remain liable with respect to the portion of the Note guaranteed
hereunder and any renewals or extensions thereof or liabilities arising out of
same, and the Obligee shall have all the rights herein provided for as if no
such event had occurred.
No executory agreement and no course of dealing between Debtor and Obligee
or Guarantor shall be effective to terminate, change or modify this Guaranty in
whole or in part; nor shall any waiver of any rights or powers of the Obligee,
or consent by the Obligee, be valid or effective unless in writing and signed by
Obligee.
Xxxxxxxxx agrees that, whenever an attorney is used to obtain payment under
or otherwise enforce this Guaranty or to enforce, declare or adjudicate any
rights or obligations under this Guaranty, whether by suit or by any other means
whatsoever, reasonable attorneys' fees shall be payable by the Guarantor against
whom this Guaranty or any obligation or right hereunder is sought to be
enforced. The Guarantor waives the right to interpose any defense based upon any
Statute of Limitations and any set-off or counterclaim of any nature or
description, and waives the performance of each and every condition precedent of
which the Guarantor might otherwise be entitled to law. This Guaranty shall be
governed by and construed in accordance with the laws of the State of New York,
without regard to conflicts of law principles applicable in the State of New
York. Any provision hereof which may prove unenforceable under any law shall not
effect the validity of any other provision hereof. Any litigation based hereon,
or arising out of, under, or in connection with, this Guaranty shall be brought
and maintained exclusively in the Federal Court of the state of New York without
reference to its conflicts of laws rules or principles. The parties hereby
expressly and irrevocably submit to the exclusive jurisdiction of the Federal
Courts of the state of New York sitting in the Southern District for the purpose
of any such litigation as set forth above and irrevocably agrees to be bound by
any final judgment rendered thereby in connection with such litigation. The
parties each hereby expressly and irrevocably waives, to the fullest extent
permitted by law, any objection which it may have or hereafter may have to the
laying of venue of any such litigation brought in any such court referred to
above and any claim that any such litigation has been brought in any
inconvenient forum.
All notices and other communications hereunder shall be in writing and
shall be deemed given if delivered personally or by facsimile, or five days
following being mailed by certified or registered mail, postage prepaid,
return-receipt requested, addressed (1)
to the Obligee at its address appearing on the books of the Company, (2) to
the Guarantor at 000 Xxxxxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxxxx 00000 with a copy to
Xxxxxx Xxxxxxxx, Esq, XxXxxxxxxx & Xxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000 .
IN WITNESS WHEREOF, the undersigned has hereunder set his hand this 8th day
of February, 1999.
Xxx Xxxxx
