GUARANTY
This GUARANTY ( this “
Guaranty ”), dated as of May 25, 2007, is
made by PETER UBALDI , an individual and resident of
Essex County, New Jersey (the “ Guarantor
”), in favor of MONET ACQUISITION , LLC, a
Delaware limited liability company (the “
Beneficiary
”).
WHEREAS , the Beneficiary has
loaned NINETY FIVE THOUSAND DOLLARS
($95,000.00) to HOMELAND SECURITY
NETWORK, INC ., a Nevada corporation (“
HSNi ”) as evidenced by that certain
PROMISSORY NOTE (the “
Note ”) of even date herewith, by HSNi in
favor of the Beneficiary, as may hereafter be amended,
supplemented or otherwise modified from time to time
(collectively, with this Guaranty, the “ Loan
Documents
”).
WHEREAS , the Guarantor is a
shareholder, officer, and director of HSNi; and
WHEREAS , the Guarantor has
agreed to execute and deliver this Guaranty with respect to the
Guaranteed Obligations (as defined below).
NOW, THEREFORE , in
consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the Guarantor hereby agrees as
follows:
1.
Guaranty: Limitation of Liability
.
(a) Guarantor hereby unconditionally and
irrevocably guarantees HSNi’s punctual performance of all
of HSNi’s obligations under the Loan Documents (the
“ Guaranteed Obligations ”).
Guarantor further agrees to pay any and all reasonable
out-of-pocket expenses (including reasonable counsel fees and
expenses) incurred by the Beneficiary in enforcing any rights
under this Guaranty.
(b) If for any reason any of the Guaranteed
Obligations to be performed by HSNi shall not be performed in
accordance with the terms of the Loan Documents, the Guarantor
shall, no later than 10 business days following receipt of
written notice from the Beneficiary of such nonperformance, cure
such default, perform any and all of HSNi’s obligations
under the Loan Documents, and provide Beneficiary with such
other remedies and relief as are contemplated by the Loan
Documents. For purposes of this Guaranty, “business
day” shall mean any day that is not a Saturday, Sunday or
other day in which commercial banks in Dallas, Texas are
authorized or required by law or regulation to be closed.
2.
Guaranty Absolute . The
obligations of the Guarantor under this Guaranty are independent
of the Guaranteed Obligations and a separate action or actions
may be brought against the Guarantor to enforce this Guaranty,
irrespective of whether any action is brought against Company or
whether HSNi is joined in any such action or actions. The
liability of the Guarantor under this Guaranty shall be
irrevocable, absolute and unconditional irrespective of, and the
Guarantor hereby irrevocably waives any defenses that it may now
or hereafter have hereunder in any way relating to, any or all
of the following:
(a) any change in the time manner or place of
performance, or in any other term, of all or any of the
Guaranteed Obligations or any other obligations of any other
party to the Loan Documents;
(b) except pursuant to Section 5 hereof, any
taking, release or amendment or waiver of or consent to
departure from any other guaranty, for all or any of the
Guaranteed Obligations;
(c) except as provided in Section 8 hereof, any
change in or restructuring of the corporate structure of
HSNi;
(d) any other circumstances (other than
performance) that might otherwise constitute a defense available
to, or a discharge of the Guarantor under this Guaranty or of a
guarantor or surety with respect to the Guaranteed Obligations;
or
(e) HSNi’s insolvency, bankruptcy,
assignment for the benefit of its creditors or other event that
excuses, discharges or has the effect of relieving HSNi from
performing the Guaranteed Obligations.
This Guaranty shall continue to be effective or
be reinstated, as the case may be, if at any time any
performance of any of the Guaranteed Obligations is rescinded,
excused or must otherwise be forgiven, relinquished, ceased or
returned by the Beneficiary upon the insolvency, bankruptcy or
reorganization of HSNi or otherwise, all as though such
performance had not been made.
3.
Waivers and Acknowledgments .
(a) The Guarantor hereby waives promptness,
diligence, notice of acceptance and any other notice with
respect to any of the Guaranteed Obligations and this Guaranty,
except that the
