GUARANTY AGREEMENT
THIS GUARANTY AGREEMENT (the "Guaranty")
is executed as of April 4, 2007, by Quantum Fuel Systems
Technologies Worldwide, Inc., a Delaware corporation, having an
address at 17872 Catwright Road Irvine CA 92614 ("Guarantor"), for
the benefit of Alliance No. 1 Building Partners, L.P., a Texas
limited partnership, having an address at c/o Hillwood Development
Company, LLC, 13600 Heritage Parkway, Suite 200, Fort Worth, Texas
76177, Attn: Bill Burton ("Lender").
W I
T N E S S E T
H :
WHEREAS, pursuant to that certain
Promissory Note, dated of even date herewith, executed by Tecstar,
LLC, an Indiana limited liability company ("Borrower"), and payable
to the order of Lender in the original principal amount of EIGHT
HUNDRED FIFTY THOUSAND FOUR HUNDRED AND NO/100 DOLLARS
($850,400.00), (as the same may be amended, restated, replaced,
supplemented, or otherwise modified from time to time, the "Note"),
Borrower has become indebted, and may from time to time be further
indebted, to Lender (all such indebtedness being referred to herein
as the "Guaranteed Indebtedness"); and
WHEREAS, Lender is not willing to extend credit to Borrower
unless Guarantor unconditionally guarantees payment and performance
to Lender of the Guaranteed Indebtedness; and
WHEREAS, Guarantor is the owner of a direct or indirect interest
in Borrower, and Guarantor has requested and will directly benefit
from Lender's extending such credit to Borrower.
NOW, THEREFORE, as an inducement to Lender to extend credit to
Borrower, and for other good and valuable consideration, the
receipt and legal sufficiency of which are hereby acknowledged, the
parties do hereby agree as follows:
1.
Guarantor agrees to pay, when due or declared due, the Guaranteed
Indebtedness to Lender at Lender's Mailing Address.
2.
Guarantor waives (a) diligence in preserving liability of any
person on the Guaranteed Indebtedness and in collecting or bringing
suit to collect the Guaranteed Indebtedness; (b) all rights of
Guarantor under chapter 34 of the Texas Business and Commerce Code
and rule 31 of the Texas Rules of Civil Procedure; (c) protest; (d)
notice of extensions, increases, renewals, or rearrangements of the
Guaranteed Indebtedness; and (e) notice of acceptance of this
Guaranty, of creation of the Guaranteed Indebtedness, of failure to
pay the Guaranteed Indebtedness as it matures, of any other
default, of adverse change in Borrower's financial condition, of
release or substitution of collateral, of intent to accelerate, of
acceleration, and of subordination of Lender's rights in any
collateral, and every other notice of every kind. Guarantor's
obligations under this Guaranty will not be altered nor will Lender
be liable to Guarantor because of any action or inaction of Lender
in regard to a matter waived or of which notice is waived by
Guarantor in the preceding sentence.
3.
In the event that Guarantor should breach or fail to timely perform
any provisions of this Guaranty, Guarantor shall, immediately upon
demand by Lender, pay Lender all costs and expenses (including
court costs and reasonable attorneys' fees) incurred by Lender in
the enforcement hereof or the preservation of Len
