EXHIBIT
10.63
CONFIRMATION OF
GUARANTY
BY
PRIMAL SOLUTIONS,
INC.
THIS CONFIRMATION OF GUARANTY
(this “ Agreement ”) is given on this
1st day of January 2007 by PRIMAL SOLUTIONS, INC. (“
Guarantor ”), to Lightbridge, Inc. (“
Beneficiary ”).
RECITALS:
A.Wireless Billing Systems, a
California corporation (“ Wireless ”),
executed that certain Secured Promissory Note dated May 26, 1999,
in the principal amount of Two Million Two Hundred Thirty-Eight
Thousand Two Hundred Forty-Two Dollars ($2,238,242.00) in favor of
Corsair Communications, Inc. (“ Corsair
”) (the “ Original Note ”);
and
B. Wireless executed that certain Note Agreement
dated as of January 1, 2001 (the “ Note
Agreement ”), and that certain Amended and Restated
Secured Promissory Note on January 1, 2001, in the principal amount
of One Million Six Hundred Ninety-Six Thousand Three Hundred
Ninety-Four Dollars and Eighteen Cents ($1,696,394.18) in favor of
Corsair (together, the “ January 2001 Amended
Note ”); and
C. Wireless and Corsair executed a letter agreement
dated December 20, 2001, revising the terms of the January 2001
Amended Note. The January 2001 Amended Note, as amended by said
letter agreement (the “ December 2001 Amended
Note ”), amended and restated the Original Note;
and
D. Beneficiary succeeded to the assets and
liabilities of Corsair by way of merger;
E. Wireless executed that certain 2002 Amended and
Restated Secured Promissory Note dated December 27, 2002, in the
principal amount of One Million Seven Hundred Twenty-Two Thousand
Four Hundred Seventeen Dollars ($1,722,417.00) in favor of
Beneficiary (the “ 2002 Amended Note
”), which amended and restated the December 2001 Amended
Note;
F. Guarantor executed that certain Guaranty dated
as of December 27, 2002 in favor of Beneficiary in order to induce
Beneficiary to agree to the revised payment terms reflected in the
2002 Amended Note;
G. Wireless executed that certain 2004 Amended and
Restated Secured Promissory Note dated March 27, 2004, in the
principal amount of One Million Five Hundred Nine Thousand Nine
Hundred Nineteen Dollars ($1,509,919.00) in favor of Beneficiary
(the “ 2004 Amended Note ”), which
amended and restated the December 2002 Amended Note;
H. Guarantor executed that certain Guaranty dated
as of March 27, 2004 in favor of Beneficiary in order to induce
Beneficiary to agree to the revised payment terms reflected in the
2004 Amended Note;
I. Guarantor executed that certain 2005 Amended and
Restated Secured Promissory Note dated June 30, 2005, in the
pri
