GUARANTY OF
PAYMENT
KNOW
ALL MEN BY THESE PRESENTS:
Aftab Adamjee (“ Adamjee ”)
has requested a Guaranty of Payment with regard to that certain
Promissory Note in the amount of $250,000.00 (the “
Note ”) of even date herewith issued to Adamjee by
Nurses PRN Acquisition Corp., a Nevada corporation (“
Issuer ”). The undersigned, Medical Staffing
Solutions, Inc., a Nevada corporation (“ Guarantor
”), has agreed to execute this Guaranty of Payment (the
“ Guaranty ”) to satisfy such
request.
NOW, THEREFORE , in consideration of Ten Dollars and other good
and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the Guarantor hereby agrees to the following
terms and conditions:
1. Subject to any right of set of Guarantor aginst
the Issuer, this Guaranty is an absolute, unconditional and
continuing guaranty of the full and punctual payment by Issuer of
Issuer’s obligations under the Note (collectively, the
“ Obligations ”). This Guaranty shall remain in
full force and effect as written until actual payment in full of
all of Issuer’s obligations under the Note or until
terminated by written agreement between Adamjee and
Guarantor.
2. Guarantor shall pay any sums required to be
paid by Issuer under the Note which are not paid when
due.
3. This Guaranty shall inure to the benefit of
Adamjee and its successors and assigns and shall be binding on
Guarantor and its successors and permitted assigns. No provision of
this Guaranty can be changed, waived or discharged except by an
instrument in writing signed by Adamjee and Guarantor. No course of
dealing or delay or omission on the part of Adamjee in exercising
any right under this Guaranty shall operate as a waiver thereof or
otherwise be prejudicial thereto.
4. The parties irrevocably and unconditionally
agree that any suit, action or other legal proceeding arising out
of or relating to this Guaranty shall be brought, at the option of
Adamjee, in any State or Federal court of record in Miami-Dade
County in the State of Florida, consents to the jurisdiction of
each such court in any suit, action or proceeding, and waives any
objection which they may have to the venue of any such suit, action
or proceeding in any of such courts.
5. This Guaranty shall be construed under the laws
of the State of Florida without giving effect to the principles of
conflicts of laws thereof.
6. Any provision of this Guaranty which is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction only, be ineffective only to the extent of such
prohibition or unenforceability without invalidating the remaining
provisions hereof or affecting the validity or enforceability of
such provision in any other jurisdiction.
7. The Guarantor represents and warrants that: (a)
it has either examined the Loan or has had an opportunity to
examine the Loan and has waived the right to examine them; (b) that
it has the full power, authority and legal right to enter into,
execute and deliver this Guaranty; (c) that this Guaranty is a
valid and binding legal obligation of each Guarantor, and is fully
enforceable against each Guarantor in accordance with its terms;
and (d) that the execution, delivery and performance by each
Guarantor of this Guarant
