UNCONDITIONAL GUARANTY
For and in
consideration of Isaac Yeffet and Yeffet Security Consultants,
Inc. ("Claimants")
entry into Amendment
No. 1 to the
Confidential
Settlement
Agreement and Mutual
Release, dated as of January 30, 2007 (the
"Amendment")
with HiEnergy Technologies, Inc. (the "Company"), the undersigned, William A.
Nitze, an adult
individual residing in
the District of Columbia at the address
set forth on the signature page hereof (the "Guarantor"), hereby
unconditionally
and irrevocably
guarantees the prompt
and complete payment
of the Installment
Payments (as defined in the Amendment) owed by the Company to
Claimants pursuant
to the Amendment (the "Obligations"). For sake of clarification,
the Claimants
agree and understand that the Obligations guaranteed by this
Guarantee encompass
only the payment of the five Installment Payments of $20,000 each as set
forth
in the Amendment and do not extend to any other requirements or obligations of
the Company. The
Guarantor hereby
expressly agrees with and covenants to
the
Claimants as follows:
1. If
Company does not perform the Obligations, or any of them, the
Guarantor
shall,
within five (5)
business days
following written notice of such
failure
from Claimants to the address or fax number set forth on the
signature
page hereof, pay and otherwise perform all of the Obligations.
2. The
obligations of the Guarantor hereunder are independent of and
distinct
from the
Obligations of the Company, and a separate action or actions
may
be
brought and prosecuted against the Guarantor whether action is
previously
or simultaneously
brought against the Company, and/or whether
the
Company may thereafter
be joined in any such
action or actions.
The
Guarantor
waives the benefit of
any statute of limitations affecting its
liability
hereunder or the enforcement thereof, to the extent permitted
by
law.
3.
Guarantor waives any right to require the Claimants to (a) proceed
against
Company or
any other person; (b)
proceed against or
exhaust any security
held from
Company; or (c) pursue
any other remedy in the Claimants' power
whatsoever. Claimants
may, at their election, exercise or decline or fail
to
exercise any right or remedy they may have against Company or any
security
held by the Claimants
including without
limitation the right to
foreclose
upon any such security by judicial or nonjudicial sale,
without
affecting
or impairing in any
way the liability of
Guarantor
hereunder.
Guarantor
waives any defense
arising by reason of any disability or other
defense of
Company or by reason of the cessation from any cause whatsoever
of the
liability of the Company, and waives any and all other
defenses of
any kind
or nature now or
hereafter available to a surety. Guarantor
waives any
setoff, defense or
counterclaim that
Company may have against
Claimants.
Guarantor waives any defense arising out of the absence,
impairment
or loss of any right of reimbursement or subrogation or any
oth
