Exhibit 8
GUARANTY
FOR VALUE RECEIVED and in consideration of Landlord executing
the Lease with Telecom Corporation of Chicago, as Tenant (the "Lease") to which
this Guaranty is attached, the undersigned Guarantor does hereby, for itself,
its successors and assigns, unconditionally, absolutely and irrevocably
guarantee the payment of rent and the performance of all the terms, provisions,
covenants and conditions to be performed by Tenant under the Lease in the
manner and form as provided in the Lease during the term or any extension
thereof, and hereby expressly waives notices of (i) acceptance of this
Guaranty, (ii) defaults by Tenant under the Lease and (iii) amendments or
modifications to the Lease, and Landlord is hereby released from any duty or
lack of diligence in the enforcement of any of the terms, provisions, covenants
and conditions of the Lease. The undersigned Guarantor hereby expressly
consents to any modifications and amendments of the terms, provisions,
covenants and conditions of the Lease that may hereafter be made and agrees
that the same shall in no way relieve it from any liability under this
Guaranty. The undersigned Guarantor hereby expressly consents to any assignment
or subletting by Tenant or its successors or assigns and agrees that the same
shall in no way relieve it from any liability under this Guaranty, and hereby
expressly consents to Landlord proceeding directly against the undersigned on
this Guaranty without first exhausting any remedy or remedies which Landlord
may have against Tenant. The undersigned Guarantor further agrees to pay to
Landlord all damages that may be sustained by Landlord in consequence of any
default by Tenant under the Lease, together with all attorney fees, court costs
and other expenses incurred by Landlord in enforcing Tenant's covenants and
agreements set forth in the Lease or in enforcing the covenants and agreements
of the undersigned under this Guaranty. The undersigned Guarantor expressly
acknowledges that the Guarantor is an affiliate of Tenant and that it is in the
direct interest and benefit to Guarantor to assist Tenant in entering into the
Lease.
Notwithstanding anything to the contrary contained herein,
during any extension of the term of the Lease pursuant to Article II, Paragraph
2 thereof, the aggregate amount of Guarantor's liability under this Lease shall
be limited to a sum equal to one-half of the rent and other charges which
Tenant is obligated to pay to Landlord from the date of any default by Tenant
under the Lease until the end of the extension period then in effect but such
sum shall in no event be less than the sum of the rent and other charges which
Tenant is obligated to pay to Landlord for a period of one year from and after
the date of any default by Tenant under the Lease.
In the event of any bankruptcy, reorganization, winding up or
similar proceedings with respect to Tenant, no limitation on Tenant's liability
under the Lease which may now or hereafter be imposed by any federal, state or
any other statute, law or regulation applicable to such proceedings shall in
any way limit the obligation of the undersigned Guarantor hereunder, which
obligation is co-extensive with Tenant's liability as set forth in the Lease,
without regard to any such statutory or other limitation.
As part of the consideration for Landlord executing the
Lease, the undersigned Guarantor hereby consents to the jurisdiction of any
state or federal court located within the State of Illinois and waives personal
service of any and all process upon it and hereby consents that all such
service of process be made by certified mail directed to the Guarantor at the
address stated beneath Guarantor's signature below and service so made shall be
deemed to be completed upon actual receipt thereof. The Guarantor hereby waives
any objection to jurisdiction and venue of any action instituted against it as
provided herein and agrees not to assert any defense based on lack of
jurisdiction or venue.
The Guarantor represents and warrants that the execution and
delivery of this Guaranty has been duly authorized by Guarantor, and the
officers of Guarantor who are executing and attesting to this Guaranty have
full power, authority and right to do so, and the execution of this Guaranty by
such officers is sufficient and legally binding on Guarantor without the
joinder or approval of any other party.
This Guaranty signed and sealed as of the date written below
is intended to take effect as a sealed instrument, and shall inure to the
benefit of Landlord named in the Lease and Landlord's successors and assigns.
Date: October 29th 1998 OFFICELAND, INC.
By: /s/ Marvyn A. Budd
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Name: Marvyn A. Budd
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Title: President
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Attest: /s/ Christopher Walker
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Name: Christopher Walker
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Title: Assistant Secretary
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Address: 312 Dolomite Drive, Suite 212
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Toronto, Ontario M3J 2N2
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Telephone No. 416 738 4000
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Telefacsimile No.: 416 736 8445
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FEIN: 86732971
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