EXHIBIT
10.6
PERSONAL GUARANTY
WHEREAS , pursuant to that certain Term
Loan Agreement to be dated August 10, 2007 between Pandora Select
Partners, L.P., a British Virgin Islands limited partnership
(“Lender”), and CapSource Financial, Inc., a Colorado
corporation (“Borrower”), a copy of which is attached
hereto as Exhibit A , Lender has agreed to loan to Borrower
the sum of One Hundred Fifty Thousand Dollars ($150,000) (the
“Loan”); and
WHEREAS , simultaneously with the
execution of the Term Loan Agreement, Debtor intends to execute and
issue to Lender its Promissory Note in the original principal
amount of $150,000, a copy of which is attached hereto and made a
part hereof as Exhibit B (the “Note”);
and
WHEREAS , the Lender’s
willingness to enter into the Term Loan Agreement and make such
Loan to Borrower is conditioned upon the personal guaranty as to
the payment of all indebtedness and obligations under the Term Loan
Agreement, Note and related Loan Documents by Randolph M. Pentel,
an individual residing in Minnesota,
(“Guarantor”).
NOW, THEREFORE
, Guarantor agrees as
follows:
1. In
order to induce Lender to enter into the Term Loan Agreement with
and make the Loan to Borrower, Guarantor does hereby absolutely and
unconditionally guarantee to Lender the payment, and not merely the
collection, of all indebtedness and obligations of whatever nature
of Borrower to Lender under the Term Loan Agreement, Note and Loan
Documents, as and when the same shall in any manner be or become
due according to the terms and conditions provided therein (the
“Indebtedness”).
2. Without
limiting the generality of the foregoing, the Guarantor agrees that
he will pay the full amount of the Loan Amount, Basic Interest,
Default Interest, fees or any other charges under the Term Loan
Agreement, Note and Loan Documents, now or hereafter due, as and
when the same shall in any manner be or become due according to the
terms and conditions provided therein.
3. The
Guarantor hereby waives (a) notice of acceptance of this Guaranty
by Lender; (b) the creation of Indebtedness of Borrower to Lender;
(c) demand, notice of dishonor, presentment for payment, protest
and notice of protest and of non-performance on all of said
Indebtedness; and (d) if said Indebtedness is renewed, or if the
time for payment thereof be extended (to which Guarantor hereby
consents) either with or without notice to Guarantor, Guarantor
unconditionally guarantees the payment of such Indebtedness at the
time fixed for the payment thereof in and by any such renewal or
extension.
4. Guarantor
further waives all rights, by statute or otherwise, to require
Lender to proceed in the first instance against the Borrower, and
hereby expressly agrees that in any right of action which shall
accrue to Lender by reason of the Indebtedness, Lender may, at its
sole option, proceed: (a) against Guarantor together with Borrower;
(b) against Guarantor together with Borrower; or (c) against the
Guarantor only, without having first commenced any action against
or having obtained any judgment against Borrower; it being
specifically agreed that Lender is in no way required to exercise
diligence to enforce its rights against the Borrower or against any
other person, firm or corporation, as may be applicable, with
respect to the Indebtedness.
5. To
the extent permitted by law, Guarantor hereby waives all defenses
legally available to Guarantor, Guarantor being bound to the
payment of said ind
