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EXHIBIT 4.19
GUARANTEE
IN CONSIDERATION OF Toshiba Information Systems (UK) Limited (registered number
918861), a company incorporated under the laws of England, whose registered
office is at Toshiba Court, Weybridge Business Park, Addlestone Road,
Weybridge, Surrey KT15 2UL, United Kingdom ("Toshiba"), agreeing to enter and
entering into an agreement ("the Agreement") with Interface Systems
International Limited (registered number 2100227), a company incorporated under
the laws of England, whose registered office is at 881/882 Plymouth Road,
Slough, Berkshire, SL1 4LP, United Kingdom ("the Dealer"), to supply Toshiba
portable computers to the Dealer.
1) Interface Systems Inc. ("the Guarantor"), (registered number 38-1857379)
a company incorporated under the laws of the State of Delaware, whose
registered office is at 5855 Interface Drive, Ann Arbor, Michigan 48103,
USA, and which is the sole shareholder in the Dealer.
HEREBY GUARANTEES to Toshiba the payment of all monies now or at
any time hereafter to become due to Toshiba under the Agreement,
but so that the Guarantor's liability to Toshiba is in no event to
exceed the sum of two million pounds sterling (L.2,000,000).
2) The Guarantor HEREBY AGREES as follows:
A. Toshiba is to be at liberty to grant to the Dealer such
extension of credit or time for payment, or other indulgences as
Toshiba thinks proper without in any way discharging or impairing
the Guarantor's liability toward Toshiba under this Guarantee.
B. The Guarantee is to be a continuing guarantee.
C. For all purposes the liability of the Guarantor to Toshiba
under this Guarantee, every sum of money which may from time to time
become due or owing to Toshiba shall be deemed to continue to be due
and owing to Toshiba by the Dealer until the same be actually repaid
to Toshiba, notwithstanding the bankruptcy or winding up of the
Dealer. All dividends, compositions and payments received by the
Dealer or from the Dealer's estate, whether in bankruptcy or
otherwise, or if the Dealer is a company, in the event of
liquidation, wind-up or reconstruction, shall be taken and applied
by Toshiba as payments in gross and the right of the Guarantor to be
subrogated to Toshiba shall not arise until Toshiba has received the
full amount of all its claims against the Dealer, and this Guarantee
shall be a security to Toshiba for the payment of any ultimate
balance that may remain due to Toshiba.
D. When the Dealer is a partnership or individual this Guarantee
shall not be affected by any change, whether by death, retirement,
or addition, etc., in respect of the trading style of the firm or by
any other means, but shall remain valid continuing and
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effective as folly and in all respects as if, in the case of a
partnership the persons constituting such partnership or, in the
case of an individual his executors or administrators, at the date
of any demand for payment made by Toshiba under this Guarantee or
at any time previously were the same at the date hereof.
E. In order to give effect to the Guarantee, the Guarantor
declares that Toshiba shall be at liberty to act as though it were
the principal debtor and the Guarantor hereby waives all and any of
its rights as Guarantor which may at any time be inconsistent with
any of the above provisions.
F. The Guarantor may cancel this Guarantee prospectively as to
future orders by the Dealer upon thirty (30) days prior written
notice to Toshiba. However, no such cancellation shall impair or
affect sums guaranteed by the Guarantor hereunder prior to the
giving of such notice.
Such notice shall be sent by Air Mail letter for the attention of:
C M Lintell - Company Secretary, Toshiba Information Systems (UK)
Ltd. Toshiba Court, Weybridge Business Park, Addlestone Road,
Weybridge, Surrey KT15 2UL, UK
The notice shall simultaneously be addressed to the above party by
facsimile using the following number 44-932829091.
G. Toshiba shall serve notice of its intention to enforce the
Guarantee by Air Mail letter for the attention of:
Name David O. Schupp Title Finance, Treasurer
Address 5855 Interface Drive, Ann Arbor, Michigan 48103
The notice shall simultaneously be addressed to the above party by
facsimile using the following number 313-769-5900.
H. This Guarantee replaces any prior Guarantees from Interface
Systems, Inc. that are held by Toshiba Information Systems (UK)
Limited.
Dated: November 18, 1994 Signed: /s/ David O. Schupp
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Position: Treasurer Name: David O. Schupp
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UNDER THE COMMON SEAL OF INTERFACE SYSTEMS INC.