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AMENDMENT, RATIFICATION AND CONFIRMATION OF CONTINUING
UNCONDITIONAL GUARANTY
THIS
AMENDMENT, RATIFICATION AND CONFIRMATION OF CONTINUING
UNCONDITIONAL GUARANTY ( "Agreement" ) is dated this
30th day of November, 2006 by and among MEDICATION MANAGEMENT
TECHNOLOGIES, INC. ( "MMT" ), MEDICATION MANAGEMENT
SYSTEMS, INC. ( "MMS" ), MEDICAL TECHNOLOGY
LABORATORIES, INC. ( "MTL" and together with MMT and
MMS, collectively, the "Guarantors" and each a
"Guarantor" ) and LASALLE BUSINESS CREDIT, LLC ,
successor by merger to LaSalle Business Credit, Inc., as Agent (
"Agent" ) for LASALLE BANK MIDWEST NATIONAL
ASSOCIATION (formerly known as Standard Federal Bank National
Association) ( "Lender" ).
BACKGROUND
A. Pursuant to that certain Loan and
Security Agreement dated June 26, 2002 by and among MTS Medication
Technologies, Inc. (formerly known as Medical Technology Systems,
Inc.) and MTS Packaging Systems, Inc. ("Borrowers" ), Agent
and Lender (as amended by that certain First Amendment to Loan and
Security Agreement dated July 8th, 2003, that certain Second
Amendment to Loan and Security Agreement dated June 18, 2004, that
certain Third Amendment to Loan and Security Agreement dated
February 22, 2006, that certain Fourth Amendment to Loan and
Security Agreement dated of even date herewith (the "Fourth
Amendment" ) and as the same may be further amended, modified,
supplemented or restated from time to time, the "Loan
Agreement" ), Lender agreed, inter alia , to make
available to Borrowers various credit facilities.
B.
In connection with the Loan Agreement,
Guarantors executed in favor of Agent that certain Continuing
Unconditional Guaranty dated June 26, 2002 (the "Guaranty"
).
C.
Pursuant to the Fourth Amendment, Lender
extend to Borrowers a term loan in the original principal amount of
Six Million Four Hundred Thousand Dollars ($6,400,000.00) on the
terms and conditions set forth therein (the "Overadvance Term
Loan" ).
D.
In connection with the Fourth Amendment,
Borrowers have executed and delivered to Agent a promissory note in
the original principal amount of Six Million Four Hundred Thousand
Dollars ($6,400,000.00) dated of even date herewith (the
"Overadvance Term Note" ).
E. Guarantors and Agent desire to confirm
that the Guaranty secures and extends to the Overadvance Term Loan,
and desire to ratify and confirm all other terms and conditions of
the Guaranty.
F.
Capitalized terms used herein and not
otherwise defined shall have the meanings provided for such terms
in the Loan Agreement.
NOW,
THEREFORE , for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the undersigned,
intending to be legally bound hereby, agree as follows:
1.
Borrowers’ Liabilities
. The definition of "Borrowers’ Liabilities" in the Guaranty
is hereby amende
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