Exhibit
10.2
GUARANTY
In
consideration of REMINGTON PARTNERS , INC., a California
corporation, ("Lender”) providing financing to Lamplighter
Studios, Inc., a California corporation, referred to as
“Borrower”, under a Loan Agreement dated as of January
9, 2009 (the “ Agreement'”) , Broadcaster, Inc., a
Florida corporation ( referred to as
“Guarantor”) unconditionally and irrevocably guarantees
payment of all amounts Borrower owes Lender and Borrower's
performance of the Agreement and any other future agreements
between Borrower and Lender, as amended from time to time
(collectively the Agreements), according to their terms.
1.
If
Borrower does not perform its obligations under the Agreements,
Guarantor will immediately pay all amounts due (including, without
limitation, all principal, interest and fees) and satisfy all
Borrower's obligations under the Agreements.
2.
These
obligations are independent of Borrower's obligations and separate
actions may be brought against Guarantor (whether action is brought
against Borrower or whether Borrower is joined in the action).
Guarantor waives benefit of any statute of limitations affecting
its liability. Guarantor's liability is not contingent on the
genuineness or enforceability of the Agreements.
3.
Lender
may, without notice to Guarantor end without affecting Guarantor's
obligations under this Guaranty, (a) renew, extend, or otherwise
change the terms of the Agreements; (b) take security for the
payment of this Guaranty or the Agreements; (c) exchange, enforce,
waive and release any security; and (d) apply the security end
direct its sale as Lender, in its discretion, chooses.
4.
Guarantor
waives:
a )
Any right to require Lender to (i) proceed against Borrower or any
other person: (ii) proceed against or exhaust any security or (iii)
pursue any other remedy. Lender may exercise or not exercise any
right or remedy it has against Borrower or any security it holds
(including the right to foreclose by Judicial or non judicial sale)
without affecting Guarantor's liability. However, in the event
Guarantor shall be required to pay Beneficiary under this Guaranty,
Beneficiary agrees to assign to Guarantor, all of its rights and
security interest as a secured lender.
b)
Any
defenses from disability or other defense of Borrower or from the
cessation of Borrowers liabilities.
c)
Any
setoff, defense or counterclaim against Lender.
d)
Any
defense from the absence, impairment or loss of any right of
reimbursement or subrogation or any other rights against Borrower.
Until Borrower's obligations to Lender have been paid, Guarantor
has no right of subrogation or reimbursement or subrogation or
other rights against Borrower.
e)
A
