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Exhibit 10.15
COMMERCIAL GUARANTY
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Principal
Loan Date
Maturity
Loan No.
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Call / Coll
Account
Officer
Initials
RK
/s/
RK
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References in the boxes above are for
Lender's use only and
do not limit the applicability of this document to
any particular loan or item. Any item above
containing "***" has been omitted due to text
length limitations.
Borrower:
Lender:
Amexdrug Corporation;
Dermagen,
National Bank of California
Inc.; Biorx Pharmaceuticals,
Inc.;
Corporate Banking Department
Royal Health Care, Inc.;
and
145 South Fairfax Avenue
Allied Med
Inc.
Los Angeles, CA 90036
8909 West Olympic Boulevard, Suite
208
Beverly Hills, CA 90211
Guarantor: Jack N. Amin
369 South Doheny Drive, Suite 326
Beverly Hills, CA 90211
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CONTINUING GUARANTEE OF PAYMENT AND
PERFORMANCE. For good and
valuable
consideration, Guarantor absolutely and
unconditionally guarantees full and
punctual payment and satisfaction of the Indebtedness of Borrower,
or any one or
more of them, to Lender, and the performance and
discharge of all Borrower's
obligations under the Note and the Related
Documents. This is a guaranty of
payment and performance and not of
collection, so Lender can enforce this
Guaranty against Guarantor even when Lender has not exhausted
Lender's remedies
against anyone else obligated to pay the Indebtedness or
against any collateral
securing the Indebtedness, this
Guaranty or any other Guaranty
of the
Indebtedness. Guarantor will make any,
payments to Lender or its order, on
demand, in legal tender of the United States of
America, in same-day funds,
without set-off or deduction or
counterclaim, and will otherwise perform
Borrower's obligations under the Note
and related Documents. Under this
Guaranty, Guarantor's liability is unlimited and
Guarantor's obligations are
continuing.
INDEBTEDNESS. The word "Indebtedness" as used in this Guaranty
means
all of the principal amount outstanding from time to time and at
any one or more
times, accrued unpaid interest
thereon and all collection costs and legal
expenses related thereto permitted by law, attorneys' fees, arising
from any and
all debts,. liabilities and obligations of every nature or form,
now existing or
hereafter arising or acquired, that Borrower
individually or collectively or
interchangeably with others, owes or will owe Lender.
"Indebtedness" includes,
without limitation, loans, advances, debts, overdraft
indebtedness, credit card
indebtedness, lease obligations, liabilities and obligations
under any interest
rate protection agreements or foreign currency exchange
agreements or commodity
price protection agreements, other obligations, and
liabilities of Borrower, or
any one or more of them, and any present or future judgments
against Borrower,
or any one or more of them, future advances, loans or
transactions that renew,
extend, modify, refinance, consolidate or substitute
these debts, liabilities
and obligations whether: voluntarily or involuntarily incurred; due
or to become
due by their terms or acceleration;
absolute or contingent; liquidated or
unliquidated; determined or undetermined;
direct or indirect; primary or
secondary in nature or arising from a guaranty or surety;
secured or unsecured;
joint or several or joint and
several; evidenced by a
negotiable or
non-negotiable instrument or writing; originated by Lender or
another or others;
barred or unenforceable against Borrower for any
reason whatsoever; for any
transactions that may be voidable for any reason
(such as infancy, insanity,
ultra vires or otherwise); and originated then reduced or
extinguished and then
afterwards increased or reinstated.
If Lender presently holds one or
more guaranties, or hereafter receives
additional guaranties from Guarantor, Lender's rights under all
guaranties shall
be cumulative. This Guaranty shall not (unless
specifically provided below to
the contrary) affect or invalidate any
such other guaranties. Guarantor's
liability will be Guarantor's aggregate
liability under the terms of this
Guaranty and any such other unterminated guaranties.
CONTINUING GUARANTY. THIS IS A "CONTINUING
GUARANTY" UNDER WHICH GUARANTOR
AGREES TO GUARANTEE THE FULL AND PUNCTUAL PAYMENT,
PERFORMANCE AND SATISFACTION
OF THE INDEBTEDNESS OF BORROWER, OR ANY ONE OR
MORE OF THEM, TO LENDER, NOW
EXISTING OR HEREAFTER ARISING OR ACQUIRED, ON AN
OPEN AND CONTINUING BASIS.
ACCORDINGLY, ANY PAYMENTS MADE ON THE
INDEBTEDNESS WILL NOT DISCHARGE OR
DIMINISH GUARANTOR'S OBLIGATIONS AND
LIABILITY UNDER THIS GUARANTY FOR ANY
REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR
PART OF THE OUTSTANDING
INDEBTEDNESS MAY BE A ZERO BALANCE FROM TIME TO TIME.
DURATION OF GUARANTY. This Guaranty will take
effect when received by Lender
without the necessity of any acceptance by Lender, or any notice to
Guarantor or
to Borrower, and will continue in full force until all the
Indebtedness incurred
or contracted before receipt by Lender of any notice of
revocation shall have
been fully and finally paid and
satisfied and all of Guarantor's other
obligations under this Guaranty shall have been performed in
full. If Guarantor
elects to revoke this Guaranty, Guarantor may only do so in
writing. Guarantor's
written notice of revocation must be mailed to
Lender, by certified mail, at
Lender's address listed above or such other place
as Lender may designate in
writing. Written revocation of this Guaranty will apply only to new
Indebtedness
created after actual receipt by Lender of 'Guarantor's
written revocation. For
this purpose and without limitation,
the term "new Indebtedness" does not
include the Indebtedness which at
the time of notice of
revocation is
contingent, unliquidated, undetermined or not
due and which later becomes
absolute, liquidated, determined
or due. For this purpose and
without
limitation, "new Indebtedness" does not include all or part
of the Indebtedness
that is: incurred by Borrower prior to revocation;
incurred under a commitment
that became binding before revocation; any renewals,
extensions, substitutions,
and modifications of the Indebtedness. This
Guaranty shall bind Guarantor's
estate as to the Indebtedness created both before and after
Guarantor's death or
incapacity, regardless of Lender's actual notice of
Guarantor's death. Subject
to the foregoing, Guarantor's
executor or administrator or other
legal
representative may terminate this Guaranty in the same manner in
which Guarantor
might have terminated it and with the
same effect. Release of any other
guarantor or termination of any other guaranty of
the Indebtedness shall not
affect the liability of Guarantor under
this Guaranty. A revocation Lender
receives from any one or more Guarantors shall not
affect the liability of any
remaining Guarantors under this Guaranty,
Guarantor's obligations under this
Guaranty shall be in addition to any of Guarantor's obligations, or
any of them,
under any other guaranties of the Indebtedness or any other person
heretofore or
hereafter given to Lender unless such other guaranties
are modified or revoked
in writing; and this Guarantor shall not,
unless provided in this -Guaranty,
affect, invalidate, or supersede any such other guaranty. It is
anticipated that
fluctuations may occur in the aggregate amount of the
Indebtedness covered by
this Guaranty, and Guarantor
specifically acknowledges and agrees
that
reductions in the amount of the Indebtedness,
even to zero dollars ($0.00),
shall not constitute a termination of this
Guaranty. This Guaranty is binding
upon Guarantor and Guarantor's heirs, successors and
assigns so long as any of
the Indebtedness remains unpaid and even though the
Indebtedness may from time
to time be zero dollars ($0.00).
OBLIGATIONS OF MARRIED PERSONS. Any
married person who signs this Guaranty
hereby expressly agrees that recourse under
this Guaranty may be had against
both his or her separate
property and community property.
GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes
Lender, either before
or after any revocation hereof, without notice or
demand and without lessening
Guarantor's liability under this
Guaranty, from time to time: (A) prior to
revocation as set forth above, to
make one or more additional secured or
unsecured loans to Borrower, to, lease equipment or other
goods to Borrower, or
otherwise to extend additional credit to
Borrower; (B) to alter, compromise,
renew, extend, accelerate, or otherwise change
one or more times the time for
payment or other terms of the Indebtedness
or any part of the Indebtedness,
including increases and decreases of the rate of interest on
the Indebtedness;
extensions may be repeated and may be for longer than
the original loan term;
(C) to take and hold security
for the payment of this
Guaranty or the
Indebtedness, and exchange, enforce, waive,
subordinate, fail or decide not to
perfect, and release any such security, with or without the
substitution of new
1
<PAGE>
COMMERCIAL GUARANTY
Loan No:
930610000
(Continued)
Page 2
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collateral; (D) to release, substitute, agree not to
sue, or deal with any one
or more of Borrower's sureties, endorsers, or other
guarantors on any terms or
in any manner Lender may choose; (E) to determine how, when and
what application
of payments and credits shall be made on the
Indebtedness; (F) to apply such
security and direct the order or manner of
sale thereof, including without
limitation, any nonjudicial sale
permitted by the terms of the controlling
security agreement or deed of trust, as Lender in its
discretion may determine;
(G) to sell, transfer, assign or grant participations in all
or any part of the
Indebtedness; and (H) to assign or transfer this Guaranty in whole
or in part.
GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents
and warrants to
Lender that (A) no representations or agreements of any
kind have been made to
Guarantor which would limit or qualify in any way the
terms of this Guaranty;
(B) this Guaranty is executed at Borrower's
request and not at the request of
Lender; (C) Guarantor has full power, right
and authority to enter into this
Guaranty; (D) the provisions of this Guaranty do not conflict
with or result in
a default under any agreement or other instrument binding
upon Guarantor and do
not result in a violation of any
law, regulation, court decree or order
applicable to Guarantor; (E) Guarantor has not and will
not, without the prior
written consent of Lender, sell, lease, assign, encumber,
hypothecate, transfer,
or otherwise dispose of all or substantially all of
Guarantor's assets, or any
interest therein; (F) upon Lender's request,
Guarantor will provide to Lender
financial and credit information in form
acceptable to Lender, and all such
financial information which currently
has been, and all future financial
information which will be provided to Lender is and will be
true and correct in
all material respects and fairly present Guarantor's
financial condition as of
the dates the financial information is provided; (G) no
material adverse change
has occurred in Guarantor's financial
condition since the date of the most
recent financial statements provided to Lender and no
event has occurred which
may materially adversely affect
Guarantor's financial condition; (H)
no
litigation, claim, investigation, administrative
proceeding or similar action
(including those for unpaid taxes) against Guarantor is
pending or threatened;
(I) Lender has made no representation to Guarantor as to the
creditworthiness of
Borrower; and (J) Guarantor has established
adequate means of obtaining from
Borrower on a continuing basis
information regarding Borrower's financial
condition. Guarantor agrees to keep adequately informed
from such means of any
facts, events, or circumstances which might in any way affect
Guarantor's risks
under this Guaranty, and Guarantor further agrees
that, absent a request for
information, Lender shall have no
obligation to disclose to Guarantor any
information or documents acquired by Lender in the
course of its relationship
with Borrower.
GUARANT
