Ex.
10.108-Guaranty Agreement between PetCARE TV and Vicis
GUARANTY AGREEMENT
THIS
GUARANTY is made as of February 1, 2007 by PetCARE Television
Network, Inc., a
Florida corporation
("Guarantor"), in
favor of VICIS CAPITAL
MASTER FUND ("Vicis"), a trust formed under the laws of the Cayman
Islands.
RECITALS
A.
Guarantor is a
wholly-owned
subsidiary of MEDICAL
MEDIA TELEVISION,
INC., a Florida corporation (the "Borrower").
B.
Pursuant to a Note
Purchase Agreement of even date herewith by and
between Vicis and Borrower (as amended or modified from time to
time, the "Note
Purchase Agreement")
and a 10% Secured Convertible Note due August 11, 2007
issued by Borrower
to Vicis (as
amended or
modified from time to time, the
"Note"), Vicis has
made a $250,000 loan
(the "Loan") to
Borrower.
Guarantor,
Borrower and any other guarantor of the Loan are the intended
beneficiaries
of
the Loan and,
as such, the Loan will directly and significantly benefit
Guarantor.
C. It is a
condition precedent
to Vicis making the Loan that Guarantor
execute and deliver to Vicis a guaranty in the form hereof. This is
the Guaranty
Agreement referred to in the Note Purchase Agreement.
AGREEMENTS
In
consideration
of the recitals and for other good and valuable
consideration, the
receipt and
sufficiency of which
are hereby
acknowledged,
Guarantor hereby agrees with Vicis as follows:
ARTICLE I
DEFINITIONS
When used
in this Guaranty,
capitalized
terms shall have the meanings
specified in the Note
Purchase Agreement,
the preamble, the recitals and as
follows:
Borrower.
"Borrower" shall mean
Medical Media Television, Inc., a Florida
corporation.
Event of
Default. "Event of
Default" shall have the meaning specified in
the Note Purchase Agreement.
Guaranty.
"Guaranty"
shall mean this Guaranty, as the same shall be
amended from time to time in accordance with the terms hereof.
Law.
"Law" shall mean any federal, state, local or other law, rule,
regulation or governmental requirement of any kind, and the rules,
regulations,
interpretations and orders promulgated thereunder.
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Obligations.
"Obligations" shall
mean (a) the principal of, and interest
on, the Debenture, and
any renewal, extension
or refinancing
thereof; (b) all
debts, liabilities,
obligations, covenants and agreements of Borrower contained
in the Transaction Documents; and (c) any and all other debts,
liabilities and
obligations of Borrower to Vicis.
Person.
"Person" shall mean and include an individual, partnership,
corporation, trust,
unincorporated
association
and any unit,
department
or
agency of government.
ARTICLE II
THE GUARANTY
2.1 The
Guaranty. Guarantor, for itself, its successors and assigns,
hereby unconditionally
and absolutely guarantees to Vicis the full and complete
payment and performance when due (whether at stated maturity, by
acceleration or
otherwise) of each
of the Obligations. This is a guaranty of payment and
performance and not of collection.
2.2
Waivers and Consents.
(a) Guarantor
acknowledges that the
obligations undertaken
herein
involve the guaranty of obligations of a Person other than
Guarantor and, in
full recognition of that fact, Guarantor consents and agrees that
Vicis may, at
any time and from time to time, without notice or demand, and
without affecting
the enforceability or continuing effectiveness hereof: (i)
supplement,
modify,
amend, extend, renew, accelerate or otherwise change the time for
payment or the
other terms of the Obligations or any part thereof, including
without limitation
any increase
or decrease of the principal amount thereof or the rate(s) of
interest thereon; (ii) supplement, modify, amend or waive, or enter
into or give
any agreement,
approval or consent with respect to, the Obligations or any
part
thereof, or any of the
Transaction
Documents or any additional security or
guaranties, or any condition, covenant, default, remedy, right,
representation
or term thereof or
thereunder;
(iii) accept new or additional instruments,
documents or
agreements in exchange
for or relative to any of the Transaction
Documents or the Obligations or any part thereof; (iv) accept partial payments
on the Obligations;
(v) receive and hold additional security or guaranties for
the Obligations or any part thereof; (vi) release, reconvey,
terminate,
waive,
abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or
enforce any security or guaranties, and apply any security and direct
the order
or manner of sale
thereof as Vicis in its sole and
absolute discretion may
determine; (vii)
release any Person from any personal liability with respect to
the Obligations
or any part thereof; (viii) settle, release on terms
satisfactory to Vicis or by operation of applicable Law or
otherwise,
liquidate
or enforce any Obligations and any security or guaranty in
any manner,
consent
to the transfer of any
security and bid and
purchase at any sale;
and/or (ix)
consent to the merger,
change or any other
restructuring or termination of the
corporate existence
of Borrower or any other Person, and correspondingly
restructure the
Obligations,
and any such merger,
change, restructuring or
termination shall not
affect the
liability of Guarantor or the continuing
effectiveness hereof,
or the enforceability
hereof with respect to
all or any
part of the Obligations.
(b) Upon the occurrence and during the continuance of any Event of
Default, Vicis may
enforce this Guaranty
independently
of any other
remedy,
guaranty or security
Vicis at any time may have or hold in connection with the
Obligations, and it
shall not be necessary for Vicis to marshal assets in favor
of Borrower, any other
guarantor of the
Obligations or any
other Person or to
proceed upon or against and/or exhaust any security or remedy
before proceeding
to enforce this Guaranty. Guarantor expressly waives any
right to require Vicis
to marshal assets in favor of Borrower or any other Person or to
proceed against
Borrower or any other guarantor of the Obligations or any
collateral provided by
any Person, and agrees
that Vicis may proceed
against any obligor
and/or the
collateral in such
order as it shall determine in its sole and absolute
discretion. Vicis may
file a separate
action or actions against Guarantor,
whether action is brought or prosecuted with respect to any security or
against
any other Person,
or whether any other
Person is joined in
any such action or
actions. Guarantor
agrees that Vicis and
Borrower may deal with
each other in
connection with the
Obligations
or otherwise, or alter any contracts or
agreements now or hereafter existing between them, in any manner
whatsoever, all
without in any way altering or affecting the security of this
Guaranty.
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<PAGE>
(c) The rights of Vicis hereunder shall be reinstated and
revived,
and the enforceability
of this Guaranty
shall continue, with respect to any
amount at any time paid on account of the Obligations which thereafter shall be
required to be restored or returned by Vicis upon the bankruptcy,
insolvency or
reorganization of any
Person, all as though
such amount had not been paid. The
rights of Vicis
created or granted herein and the enforceability of this
Guaranty shall remain effective at all times to guarantee the full
amount of all
the Obligations even though the Obligations, including any part thereof or
any
other security or guaranty therefor, may be or hereafter may become
invalid or
otherwise
unenforceable as
against Borrower or any other guarantor of the
Obligations and
whether or not Borrower or any other guarantor of the
Obligations shall have any personal liability with respect
thereto.
(d) To the extent permitted by applicable law, Guarantor expressly
waives any and all defenses now or hereafter arising or asserted by reason
of:
(i) any disability or
other defense of Borrower or any other guarantor for the
Obligations with
respect to the Obligations (other than full payment and
performance of all of the Obligations); (ii) the unenforceability or
invalidity
of any security for or guaranty of the Obligations or the lack of
perfection or
continuing
perfection or
failure of priority of any security for the
Obligations; (iii) the
cessation for any
cause whatsoever of
the liability of
Borrower or any other guarantor of the Obligations (other than by reason of the
full payment and performance of all Obligations); (iv) any failure of Vicis to
marshal assets in
favor of Borrower
or any other
Person; (v) any failure of
Vicis to give notice of sale or other disposition of collateral to Borrower or
any other Person or
any defect in any
notice that may be
given in
connection
with any sale or disposition of collateral; (vi) any fa
