Exhibit 10.3
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GUARANTY
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THIS GUARANTY is made as of November 30, 2005, by POLYSTICK U.S.
CORPORATION, a New
York corporation (the
"Guarantor"), to and
in favor of 116
NEWARK AVENUE CORPORATION, a New Jersey corporation ("Newark").
WHEREAS, the
Guarantor is a significant stockholder of GSV, Inc., a
Delaware corporation ("GSV");
WHEREAS, pursuant to a
Termination,
Settlement and Release
Agreement of
even date herewith (the "Settlement Agreement"), Newark and GSV have agreed to
settle certain claims
in connection with the
termination of the
certain Lease
Agreement dated June
11, 1998 pertaining
to the third
floor of the
building
located at 116-20 Newark Avenue, Jersey City, New Jersey;
WHEREAS, pursuant to
the Settlement Agreement, as of the date hereof, GSV
is delivering to Newark a two-year 7% promissory note in the
principal amount of
$356,249.04 (the "Note"); and
WHEREAS, it is a
condition precedent to the closing of the Settlement
Agreement that the
Guarantor executes and delivers this Guaranty to Newark,
pursuant to which the Guarantor will guarantee to Newark and its
successors and
assigns that all of
GSV's obligations
under the Note that
may become due and
payable under the
terms and conditions
thereof will be
promptly paid in
full
when due.
NOW,
THEREFORE,
in consideration of
the mutual covenants set forth herein
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby
acknowledged, the
Guarantor,
intending to be
legally bound,
represents, warrants, covenants and agrees as follows:
1.
Guaranty. (a) The Guarantor absolutely, irrevocably and
unconditionally
hereby guarantees
to Newark and its
successors
and assigns that all
of GSV's
obligations under
the Note (the "Obligations"), as such instrument may be
amended, modified or
supplemented
from time to time,
will be paid promptly in
full when due. This Guaranty shall be a guaranty of payment and not of
collection, and the Guarantor hereby agrees that its obligations
hereunder shall
be primary and unconditional, irrespective of any action to
enforce the same or
any other
circumstances that
might otherwise
constitute a legal or
equitable
discharge to the Guarantor. Guarantor further agrees to pay Newark's
expenses
(including attorney's
fees) paid or incurred
in endeavoring
to enforce
this
Guaranty or the Pledge Agreement hereinafter referenced, or the payment of the
Obligations.
(b) The Guarantor
hereby (i) waives
diligence, presentment, dishonor,
notice of dishonor,
demand of payment, filing of claims with a court in the
event of insolvency or
bankruptcy
of GSV, any right to
receive notice of
any
change, amendment,
modification or
supplementation
to the Note, any right
to
require demand for payment or a proceeding first against GSV, protest, notice
and all other demands or notices whatsoever, all rights to subrogation or to
demand any payment
from GSV until the
indefeasible payment
in full of all the
Obligations, and (ii) covenants that this Guaranty will not be
discharged except
by payment
in full of the
Obligations.
This Guaranty shall be
enforceable without
Newark having to proceed
first against GSV (any right to require Newark to take action against GSV
being
hereby expressly
waived) or against any security for the payment of the
Obligations.
<PAGE>
This Guaranty shall be binding upon and enforceable against Guarantor
and the legal representatives, successors and assigns of Guarantor. The
liability of Guarantor hereunder is primary and unconditional.
This Guaranty shall be irrevocable, absolute and unconditional and
shall
remain in full force
and effect as to
Guarantor until such
time as all of the
Obligations shall have
been paid and
satisfied in full. No delay or failure on
the part of Newark in the exercise of any right or remedy
shall operate as a
waiver thereof,
and no single or
partial exercise by Newark of any right or
remedy shall preclude other or further exercise thereof or the exercise of any
other right or remedy.
This Guaranty shall
remain in full force and effect, and Guarantor
shall continue to be
liable for the payment of the Obligations in accordance
with the original terms of the documents and instruments evidencing
and securing
the same, notwithstanding the commencement of any bankruptcy,
reorganization or
other debtor
relief proceeding by or against GSV, and notwithstanding any
modification,
discharge or extension of the Obligations, any modification or
amendment of any
document or
instrument
evidencing
or securing any of the
Obligations, or any
stay of the exercise
by Newark of any of
its rights
and
remedies against
GSV with respect to any of the Obligations, which may be
effected in connection with any such proceeding, whether permanent
or temporary,
and notwithstanding any assent thereto by Newark.
2.
Certain Rights. Newark may at any time and from time to time
without
the consent of the
Guarantor,
without incurring any responsi
