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Exhibit 10.1 - Guarantee
AIR COMMERCIAL REAL ESTATE ASSOCIATION
GUARANTEE OF LEASE
WHEREAS, Mars Enterprises Inc. , hereinafter "Lessor", and
Net2Auction
Corporation , hereinafter "Lessee", are about to execute a document
entitled
"Lease" dated July 14th,2006 concerning the premises commonly known
as 1510
Corporate Center Drive wherein Lessor will lease the premises to
Lessee, and
WHEREAS, Delmar Janovec & Brent Crouch
hereinafter "Guarantors" have a financial interest in Lessee, and
WHEREAS,
Lessor would not execute the Lease if Guarantors did not execute
and deliver to
Lessor this Guarantee of Lease.
NOW THEREFORE, in consideration of the execution of the foregoing
Lease by
Lessor and as a material inducement to Lessor to execute said
Lease, Guarantors
hereby jointly, severally, unconditionally and irrevocably
guarantee the prompt
payment by Lessee of all rents and all other sums payable by Lessee
under said
Lease and the faithful and prompt performance by Lessee of each and
every one
of the terms, conditions and covenants of said Lease to be kept and
performed
by Lessee.
It is specifically agreed that the terms of the foregoing Lease may
be modified
by agreement between Lessor and Lessee, or by a course of conduct,
and said
Lease may be assigned by Lessor or any assignee of Lessor without
consent or
notice to Guarantors and that this Guaranty shall guarantee the
performance of
said Lease as so modified.
This Guaranty shall not be released, modified or affected by the
failure or
delay on the part of Lessor to enforce any of the rights or
remedies of the
Lessor under said Lease, whether pursuant to the terms thereof or
at law or in
equity.
No notice of default need be given to Guarantors, it being
specifically agreed
that the guarantee of the undersigned is a continuing guarantee
under which
Lessor may proceed immediately against Lessee and/or against
Guarantors
following any breach or default by Lessee or for the enforcement of
any rights
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