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GUARANTY AGREEMENT
FOR VALUE RECEIVED, the receipt and sufficiency of which is hereby
acknowledged, and in consideration of the obligation under Promissory Note dated
September 10, 2002, in favor of 2D&H, Inc., in the amount of Fifty Three
Thousand, Four Hundred and Thirty Nine and 05/100 Dollars ($53,439.05)
(hereinafter PROMISSORY NOTE) between Yseek, Inc., (hereinafter MAKER) and 2D&H,
Inc., (hereinafter PAYEE), together with their successors and assigns, the
undersigned agree that:
Undersigned hereby unconditionally guarantee the full and complete
performance of MAKER under the PROMISSORY NOTE, and at all times hereafter, of:
(a) The obligations under the PROMISSORY NOTE dated September 10, 2002, a copy
of said PROMISSORY NOTE is attached as Exhibit "A' respectively hereto and made
a part hereof; (b) any and all extensions, renewals, or modifications of said
PROMISSORY NOTE and the indebtedness or obligations evidenced thereby, and all
expenses, including attorney's fees, incurred in the collection or enforcement
or interpretation thereof; and all the foregoing items, (a) and (b) being
hereinafter called the "LIABILITIES").
Undersigned further unconditionally guarantees the faithful, prompt,
and complete compliance by him with all terms and conditions of the PROMISSORY
NOTE, including all extensions or modifications of all the foregoing, and the
payment of all costs, attorney's fees, expenses, charges and other expenditures.
The undersigned hereby expressly waives: (a) notice of the acceptance
of this Guaranty; (b) notice of the existence or creation of any of the
LIABILITIES or any extensions, renewals, or modifications thereof, (c)
presentment, demand, notice of dishonor, protest, and all other notices
whatever.
Any man or women who signs this Guaranty hereby expressly agrees that
PAYEE may enforce this Guaranty from his or her separate property as well as any
property which they own as tenants in common, joint tenants, with or without
survivorship, and tenants by the entireties, including any homestead property or
any property which he or she may obtain at any time by exercise of his or her
statutory right to an elective share of the estate of the deceased spouse. The
waiver as to homestead property is hereby specifically made and acknowledged by
the undersigned.
PAYEE may, without notice of any kind, sell, assign, or transfer all or
any of the LIABILITIES, and in such event each and every immediate and
successive assignee, transferee, or holder of all or any of the LIABILITIES,
shall have the right to enforce this Guaranty Agreement, by suit or otherwise,
for the benefit of such assignee, transferee or holder, as fully as if such
assignee, transferee, or holder were herein by name specifically given such
rights, powers, and benefits. PAYEE shall have an unimpaired right, prior and
superior to that of any such assignee, transferee, or holder, to enforce this
Guaranty for the benefit of PAYEE, as to so much of the LIABILITIES as it has
not sold, assigned, or transferred.
No delay or failure on the part of PAYEE in the exercise of any right
or remedy shall operate as a waiver, release, or modification to be effective
only through a written document executed by PAYEE, and then only to the extent
specifically recited therein, No single or partial exercise by PAYEE of any
right or remedy herein shall preclude other or further exercise thereof or the
exercise of any right or remedy whether contained herein or in the PROMISSORY
NOTE. No action of PAYEE permitted hereunder shall in any way impair or affect
this Guaranty.
It is fully understood that until each and every one of the covenants
and agreements of this Guaranty Agreement are fully performed, the undersigned's
obligations shall not be released, in whole or in part, by any action or thing
which might, but for this provision of this instrument, be deemed a legal or
equitable discharge of a surety or guarantor, or by reason of any waiver,
extension, modification, forbearance, or delay or other act or omission of PAYEE
or its failure to act varies or increases the risk of or affects the rights or
remedies of the undersigned, and the undersigned hereby expressly waives and
surrenders any defense to its liability hereunder based upon any of the forgoing
acts, omissions, things, agreements, or waivers of any of them; it being the
purpose and intent of the parties hereto that the covenants, agreements, and all
obligations hereunder are absolute, unconditional and irrevocable under any and
all circumstances.
Any notice, demand, or request by PAYEE, his successors or assigns, to
the undersigned shall be in writing, and shall be deemed to have been duly given
or made if either delivered personally to the undersigned or mailed by certified
or registered mail addressed to the undersigned at the address for such
guarantor specified below:
Xxxxxx X. Xxxxxx: 0000 X Xxxxxx Xx, Xxxxxx, Xx 00000-0000
Xxxxx Xxxxxxxxx: 0000 X Xxxxxx Xx, Xxxxxx, Xx 00000-0000
PAYEE shall be entitled to assign this Guaranty Agreement and all of
its rights, privileges, interests and remedies hereunder to any other persons,
firm, entity, bank, or corporation whatsoever without notice to or consent by
the undersigned, and such assignee shall be entitled to the benefits of this
Guaranty and to exercise all such rights, Interests and remedies as fully as
PAYEE.
This Guaranty Agreement shall inure to the benefit of PAYEE, his
successors and assigns, and shall bind each of the undersigned jointly and
severally, together with their heirs, legal representatives, successors, and
assigns. If more than one party shall execute this Guaranty, the term
'undersigned" shall mean all parties executing this Guaranty and all such
parties shall be jointly and severally obligated hereunder. The use of the
singular form herein shall include the plural, as applicable, and vice versa,
and the use of any gender or the neuter form shall include all genders and the
neuter form. PAYEE shall be entitled to recover all of its attorney's fees and
costs Incurred in connection with the enforcement of this Guaranty Agreement or
any collection hereunder.
This Guaranty Agreement shall be construed in accordance with the laws
of the State of Florida, and such laws shall govern the interpretation,
construction and enforcement hereof. Wherever possible, each provision of this
Guaranty shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Guaranty shall be prohibited by or
invalid under such law, such provision shall be ineffective to the extent of
such prohibition or invalidity, without Invalidating the remainder of such
provision or the remaining provisions of this Guaranty. The venue for any action
regarding this Guaranty or its enforceability shall be in the Hillsborough
County, Florida courts for any state court action, and in the U.S. Middle
District Court for the Middle District of Florida, Tampa Division, for any
action in Federal Court. The undersigned hereby waives any objection to said
venue and specifically consents to said venue.
The undersigned hereby consents to the attachment or garnishment of the
undersigned's disposable income (as defined in Section 222.110)(b), Florida
Statutes), to the extent otherwise permitted by law, in the event of default In
payment of this obligation, default under any agreement pursuant to which this
obligation was created, or of default in performance under any agreements
providing collateral or other security for payment of this obligation. The
foregoing consent shall be effective whether or not the undersigned is or
becomes a head of family, as defined in Section 222.11 (1)(c), Florida Statutes.
SIGNED, SEALED AND DELIVERED at Tampa, Florida, as of the day of
September, 2002.
IN THE PRESENCE OF:
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Xxxxxx X. Xxxxxx
Xxxxx Xxxxxxxxx
STATE OF FLORIDA
COUNTY OF HILLSBOROUGH
The foregoing instrument was acknowledged this day of September, 2002
by Xxxxxx X. Xxxxxx, who is personally known to me or has produced as
identification and who did take an oath. She did execute the foregoing
instrument and acknowledged to and before me that she executed the same for the
uses and purposes therein set forth and that it was her free act and deed and
was made without coercion.
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NOTARY PUBLIC My commission expires:
STATE OF FLORIDA
COUNTY OF HILLSBOROUGH
The foregoing instrument was acknowledged this day of September, 2002
by Xxxxx Xxxxxxxxx, who is personally known to me or has produced as
identification and who did take an oath. He did execute the foregoing instrument
and acknowledged to and before me that he executed the same for the uses and
purposes therein set forth and that it was his free act and deed and was made
without coercion.
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NOTARY PUBLIC My commission expires:
