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EXHIBIT 10.03
GUARANTY
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WHEREAS, CARGO CONNECTION LOGISTICS CORP., A DELAWARE
CORPORATION,
("CARGO"), is or may become indebted to Wells Fargo Bank,
National Association
through its Wells Fargo Business Credit operating division
("Factor");
WHEREAS, this guaranty is being executed and delivered in order
to induce
Factor to factor certain accounts receivable of CARGO.
NOW, THEREFORE, for valuable consideration, the receipt of which
is hereby
acknowledged, the undersigned Guarantor hereby guarantees to
Factor the prompt
payment, when such becomes due and payable to Factor, of the
Guaranteed
Indebtedness (hereinafter defined), this guaranty being upon the
following terms
and conditions:
1. The expression "Guaranteed Indebtedness," as that term is
used herein,
means all indebtedness and/or obligations of every land and
character, whether
now existing or hereafter arising, of CARGO to Factor,
regardless of whether
evidenced by a purchase and sale agreement between CARGO and
Factor, notes,
acceptances, or any written document of any kind between CARGO
and Factor, or
otherwise, and without limit as to amount, together with
interest thereon, and
penalties, fees, and expenses (including, but not limited to
attorneys' fees) as
provided for under any instrument or document evidencing such
indebtedness.
2. This instrument shall be an absolute and continuing guaranty,
and the
circumstance that at any time or from time to time the
Guaranteed Indebtedness
may be paid in full shall not affect the obligation of Guarantor
with respect to
the indebtedness of CARGO to Factor thereafter incurred.
3. If Guarantor becomes liable for any indebtedness owing by
CARGO to
Factor, by endorsement or otherwise, other than under this
guaranty, such
liability shall not be in any manner impaired or affected
hereby, and the rights
of Factor hereunder shall be cumulative of any and all other
rights that Factor
may ever have against Guarantor. The exercise by Factor of any
right or remedy
hereunder or under any other instrument, or at law or in equity,
shall not
preclude the concurrent or subsequent exercise of any other
right or remedy.
4. Upon the occurrence of a "Default," as defined in the Account
Transfer
Agreement, or in the event of any other default by CARGO in
respect to the
Guaranteed Indebtedness, or any part thereof, now or hereafter
owed to Factor,
Guarantor shall, on demand and without further notice of
dishonor, without any
notice having been given to Guarantor previous to such demand of
the creating or
incurring of such indebtedness, pay the amount due thereon to
Factor, and it
shall not be necessary for Factor, in order to enforce such
payment by Guarantor
first or, contemporaneously to institute suit or exhaust
remedies against CARGO
or others liable on such indebtedness, or to enforce rights
against any security
which shall ever have been given to secure such
indebtedness.
5. All principal of and interest on all indebtedness,
liabilities, and
obligations of CARGO to Guarantor (the "SUBORDINATED DEBT"),
whether direct,
indirect, fixed, contingent,
GUARANTY - Page 1
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liquidated, unliquidated, joint, several, or joint and several,
now or hereafter
existing, due or to become due to Guarantor, or held or to be
held by Guarantor,
whether created directly or acquired by assignment or otherwise,
and whether
evidenced by written instrument or not, shall be expressly
subordinated to the
Guaranteed Indebtedness. Guarantor agrees not to receive or
accept any payment
from CARGO with respect to the Subordinated Debt at any time a
default in
respect of any of the Guaranteed Indebtedness has occurred and
is continuing;
and, in the event Guarantor receives any payment on the
Subordinated Debt in
violation of the foregoing, Guarantor will hold any such payment
in trust for
Factor and forthwith turn it over to Factor, in the form
received, to be applied
to the Guaranteed Indebtedness.
6. Until such time as Factor is paid in full the Guaranteed
Indebtedness,
Guarantor hereby agrees that it shall not assert, enforce or
otherwise exercise
any right of subrogation to any of the rights of the Liens of
Factor against
CARGO or any other obligor on the Guaranteed Indebtedness or any
Collateral or
other security, any right of recourse, reimbursement,
contribution,
indemnification or similar right against CARGO or any other
obligor on all or
any part of the Guaranteed Indebtedness or any guarantor
thereof, and Guarantor
hereby irrevocably waives the benefit of, and any right to
participate in, any
Collateral or other security given to Factor to secure payment
of the Guaranteed
Indebtedness.
7. Guarantor hereby agrees that its obligations under the terms
of this
guaranty shall not be released, diminished, impaired, reduced,
or affected by
the occurrence of anyone or more of the following events: (a)
The taking or
accepting of any other security or guaranty for any or all of
the Guaranteed
Indebtedness; (b) any release, surrender, exchange,
subordination, or loss of
any security at any time existing in connection with any or all
of the
Guaranteed Indebtedness; (c) any partial release of the
liability of Guarantor
hereunder, or, if there is more than one person or entity
signing this guaranty
or otherwise guarantying the Guaranteed Indebtedness, the
release of anyone or
more of them hereunder; (d) the death, insolvency, bankruptcy,
disability, or
lack of partnership or corporate power of CARGO, any of the
undersigned, or any
party at any time liable for the payment of any or all of the
Guaranteed
Indebtedness, whether now existing or hereafter occurring; (e)
any renewal,
extension, or rearrangement of the payment of any or all of the
Guaranteed
Indebtedness, either with or without notice to or consent of
Guarantor, or any
adjustment, indulgence, forbearance, or compromise that may he
granted or given
by Factor to CARGO or Guarantor; (f) any neglect, delay,
omission, failure, or
refusal of Factor to take or prosecute any action for the
collection of any of
the Guaranteed Indebtedness or to foreclose or take or prosecute
any action in
connection with any instrument or agreement evidencing or
securing all or any
part of the Guaranteed Indebtedness; (g) any failure of Factor
to notify the
Guarantor of any renewal, ex
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