EXHIBIT 10.68
THIS GUARANTEE AGREEMENT made this 30th day of July, 2003.
BETWEEN:
IVP TECHNOLOGY CORPORATION
(hereinafter called "GUARANTOR")
OF THE FIRST PART
AND
INTERNATIONAL BROTHERHOOD OF ELECTRICAL WORKERS LOCAL UNION 105
(hereinafter called "LENDER")
OF THE SECOND PART
WHEREAS the Lender has advanced the sum of $500,000.00 U.S. to ActiveCore
Technologies Ltd. (the "Borrower"), a wholly-owned subsidiary of IVP Technology
Corporation, (the "Guarantor"), pursuant to the provisions of a Promissory Note
made by the Borrower in favour of the Lender dated the 30th day of July, 2003;
NOW THEREFORE, in consideration of the loan advance made by the Lender to
the Borrower, and such other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by the parties hereto, the Guarantor
does hereby covenant and agree with the Lender as follows:
(1) The Guarantor hereby unconditionally guarantees to the Lender the due
and punctual payment and performance by the Borrower of all present and future
debts, liabilities and obligations of the Borrower arising out of the funds
advanced by the Lender to the Borrower pursuant to the provisions of the
Promissory Note;
(2) The Lender shall not be bound to seek or exhaust its recourse against
the Borrower before being entitled to payment from the Guarantor under this
agreement;
(3) The recourse of the Lender against the Guarantor hereunder shall be
limited to the sum of $500,000.00 U.S. plus accrued interest as set out in the
Promissory Note;
(4) The Lender, may from time to time (i) renew, terminate and otherwise
vary any of the terms and conditions of any loans, advances, credit or financial
accommodation made to the Borrower; (ii) grant extensions of time and other
indulgences, take and give up securities, accept compositions, proposals and
arrangements, grant releases and discharges, full, partial, conditional or
otherwise, perfect or fail to perfect any securities, release any property
charged by any securities and otherwise deal or fail to deal with the Borrower
and others (including, without limitation, any other guarantors) and securities;
and (iii) apply all monies received from the Borrower or other persons or from
any securities, upon such part of the guaranteed obligations; all as the Lender
may see fit, without prejudice to or in any way limiting or lessening the
liability of the Guarantor under this agreement and without obtaining the
consent of or giving notice to the Guarantor. No delay on the Lender's part in
the exercise of any right or remedy shall operate as a waiver thereof;
(5) All present and future debts, liabilities and obligations of the
Borrower to the Guarantor are hereby postponed to the payment of the guaranteed
obligations hereunder; save and except that the Borrower may continue to deal
with the Guarantor in the normal course until notice of default with respect to
the payment obligations under the Promissory Note has been received from the
Lender;
(6) This agreement shall enure to the benefit of and be binding upon the
respective legal representatives, successors and assigns of the Guarantor and
the Lender, and shall be governed by and construed in accordance with the laws
of the Province of Ontario;
(7) Any demand or notice to be given by any party hereto to the other
party shall be in writing and may be given by personal delivery or by prepaid
registered mail addressed as follows:
(a) to the Guarantor at: 2275 Lakeshore Blvd. West
Suite 401
Toronto, ON M8V 3Y3
(b) to the Lender at: 685 Nebo Road
Hannon, ON LOR 1P0.
and if given by registered mail shall be deemed to have been received by the
party to whom it was addressed on the date falling four (4) business days
following the date upon which it is sent by registered mail and has been
deposited in the post office with postage and cost of registration prepaid and
if personally delivered to an adult person during normal business hours, when so
delivered. Provided that any of the above-named parties may change the address
designated from time to time, by notice in writing to the other party hereto.
(8) The Guarantor acknowledges and agrees that until the Borrower's
indebtedness to the Lender hereunder, or any other subsequent Lender(s), has
been repaid in full with interest, it will not guarantee any further
indebtedness of the Borrower or of the indebtedness of any other Lender on a
cumulative basis in excess of a total amount of $2,000,000.00 U.S.
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IN WITNESS WHEREOF the parties hereto have executed this Guarantee
Agreement.
IVP TECHNOLOGY CORPORATION
Per:_____________________________
President (Brian MacDonald)
INTERNATIONAL ROTHERHOOD OF ELECTRICAL
WORKERS LOCAL UNION 105
____________________________ _________________________________
Witness Name:
Title:
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Witness Name:
Title:
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Witness Name:
Title:
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