[ARTICLE] 5
[LEGEND]
This schedule contains the Guaranty dated November 25, 1996 by Industrial
Services Technologies, Inc. and for the benefit of Xxxxxxx X. Xxxx.
GUARANTY
THIS GUARANTY is made effective as of the 25th day of November, 1996
by Industrial Services Technologies, Inc., a Colorado corporation (the
"Guarantor"), having its principal place of business and mailing address at
000 00xx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 to and for the benefit
of Xxxxxxx X. Xxxx, a Colorado resident ("Lender") having an address at 0000
Xxxx Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000.
RECITALS
X. Xxxxxx has contemporaneously herewith entered into a Loan Agreement
(the "Loan Agreement") with Advanced Environmental Systems, Inc., a New York
corporation ("Borrower"), pursuant to which Xxxxxx has agreed, among other
things, to make a secured loan to Borrower in the original principal amount
of $425,000 (the "Loan") on the terms and conditions set forth in the Loan
Agreement.
B. It is a condition to the consummation of the transactions
contemplated in the Loan Agreement that Guarantor execute and deliver this
Guaranty to Lender.
X. Xxxxxxxxx, as a principal stockholder of Borrower, will be directly
benefitted by the Loan and desires to execute and deliver this Guaranty to
Lender.
NOW, THEREFORE, in consideration of the Recitals and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Guarantor hereby covenants and agrees as follows:
1. Guarantor hereby unconditionally and irrevocably guarantees the
payment in full of any and all obligations of Borrower to Lender now or
hereafter arising pursuant to the Loan Agreement (collectively, the
"Obligations"). Guarantor hereby acknowledges that the Guaranty is a
guarantee of payment and not of collection and that Lender shall not be
required, as a condition precedent to making a demand upon the Guarantor or
to bringing an action against the Guarantor under this Guaranty, to make a
demand upon, or institute any action or proceeding, at law or in equity
against Borrower or anyone else, or to exhaust its remedies against Borrower
or anyone else, or against any collateral security. All remedies afforded to
Lender by reason of this Guaranty are separate and cumulative remedies and
Guarantor agrees and acknowledges that none of such remedies, whether
exercised by Lender or not, shall be deemed to be exclusive of any other
remedies available to Lender and shall not limit or prejudice any other
remedy which Lender may have against any party, including the Guarantor.
2. Guarantor shall remain liable on this Guaranty notwithstanding any
change or changes in the terms, covenants or agreements of the Loan
Agreement, or any amendment thereto, hereafter made or granted, or any delay
on the part of Lender in exercising her rights hereunder or thereunder, it
being the intention hereof that the Guarantor shall remain liable until the
full amount of the Obligations secured hereunder and any sums which may due
thereon, shall have been fully paid, notwithstanding any act or omission
which might otherwise operate as a legal or equitable discharge of the
Guarantor.
3. Guarantor hereby waives:
a. Notice of acceptance of this Guaranty;
b. Presentment and demand for payment of the obligations or any
portion thereof;
c. Protest and notice of dishonor or default to the Guarantor or
to any other person or party with respect to the Obligations or any portion
thereof;
d. All other notices to which the Guarantor might otherwise be
entitled;
e. Any demand for payment or performance of this Guaranty; and
f. All guaranty and suretyship defenses or other defenses in the
nature thereof.
4. This Guaranty shall inure to the benefit of, and be enforceable by
Xxxxxx and her successors or assigns, and shall be binding upon and
enforceable against the Guarantor and its successors or assigns.
5. Xxxxxxxxx agrees that in the event this Guaranty is placed in the
hands of an attorney for enforcement, Guarantor will reimburse Lender for all
reasonable expenses incurred, including reasonable attorneys' fees, in the
enforcement hereof.
6. This Guaranty cannot be modified or amended except in writing duly
executed by Xxxxxxxxx and Xxxxxx and shall be construed according to Colorado
law.
7. If any provision of this Guaranty is deemed to be invalid by reason
of the operation of any law or by reason by the interpretation placed thereon
by any court, this Guaranty shall be construed as not containing such
provision and the invalidity of such provision shall not affect the validity
of any other provision hereof and any and all provisions hereof which
otherwise are lawful and valid shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned has caused this Guaranty to be executed
as of the date and year first above written.
INDUSTRIAL SERVICES TECHNOLOGIES, INC., a Colorado corporation
By: /s/ Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx, President
