PRINCIPALS' GUARANTEE
THIS GUARANTEE is made as of the 22nd day of November, 2002,
BY:
HARRY J. SANTORO, an individual resident at 215
West Main Street, Maple Share, New Jersey, 08052,
- and -
STEPHEN M. ROBINSON, an individual resident at 126
Wharton Court, Shamong, New Jersey, 08088,
(the foregoing parties being hereinafter collectively
referred to as the "Principals")
TO:
INTELISYS AVIATION SYSTEMS U.S.A. INC. (formerly "Apta
Holdings, Inc."), a corporation incorporated under the
laws of the State of Delaware, having its principal
office at 815 Bombardier Street, Shediac, New
Brunswick, E4P 1H9 (the "Company")
WHEREAS as of the date hereof the Company acquired, through its
wholly-owned subsidiary Intelisys Acquisition Inc., all of the
issued and outstanding shares of Convergix Inc.("Convergix")
pursuant to an agreement between the Company, Convergix,
Intelisys Acquisition Inc., Intelisys (Nova Scotia) Company, the
Principals and Ralph Eisenschmid dated November 22, 2002 (the
"Share Exchange Agreement");
AND WHEREAS pursuant to a consulting agreement dated as of the
date hereof (the "Asset Sale Consulting Agreement") the Company
retained the Principals as its agents with limited authority to
sell all of the personal property, chooses in action, intangible
or intellectual property (including patents, copyrights, trade-
marks, trade names or licenses), and all other assets of
whatsoever nature owned or purportedly owned by the Company
("Assets"), including the shares of all of its subsidiaries,
other than any Assets acquired pursuant to the Share Exchange
Agreement;
AND WHEREAS pursuant to the Asset Sale Consulting Agreement the
proceeds of the sale of the Assets shall be used to repay all
liabilities, debts, accounts payable and other monetary
obligations of the Company incurred prior to the date hereof or
in connection with the Share Exchange Agreement (the
"Indebtedness");
NOW THEREFORE in consideration of the sum of $1.00 and the
Company entering into the Asset Sale Consulting Agreement with
the Principals, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged by the
Principals, the Principals hereby agree, covenant and undertake
as follows:
1. The Consultants hereby agree and unconditionally guarantee
that if the proceeds of the sale of the Assets are not sufficient
to repay all of the Indebtedness, the Consultants shall jointly
and severally pay to the Company the amount by which the
Indebtedness exceeds the proceeds of said sale.
2. This Guarantee is of a continuing nature and extends to the
entire amount, if any, by which the Indebtedness exceeds the
proceeds of the sale of the Assets as of the expiry of the Asset
Sale Consulting Agreement.
3. This Guarantee is absolute and unconditional and the
obligations of the Principal shall not be released, discharged,
mitigated, impaired, or affected by:
(a) any extension of time, indulgences or modifications which
the Company's creditors may extend to or makes with the Company
in respect of the repayment of any Indebtedness;
(b) any waiver by or failure of the Company's creditors to
enforce any of the terms, covenants and conditions of the
Indebtedness;
(c) any assignment of any part of the Indebtedness by the
Company's creditors or by any trustee or receiver, or
(d) any consent which the Company gives to any such assignment
or transfer;
(e) any amendment to the Indebtedness or any waiver by the
Company of any of its rights under the same;
(f) any extension of time, indulgences or modifications which
the Company may extend to or make with the Principals in respect
of their obligations under the Asset Sale Consulting Agreement or
this Guarantee;
(g) any waiver by or failure of the Company to enforce any of
the terms, covenants and conditions of the Asset Sale Consulting
Agreement or this Guarantee;
(h) any assignment of the Company's rights under the Asset Sale
Consulting Agreement or this Guarantee;
(i) any consent which the Company gives to any such assignment
or transfer; or
(j) any amendment to the Asset Sale Consulting Agreement or any
waiver by the Company of any of its rights under the same.
4. This Guarantee shall remain in effect, and the Principals
shall continue to be bound, until the Indebtedness is repaid in
full, despite the repayment from time to time of any part of the
Indebtedness.
5. This Guarantee shall survive any act or omission of the
Company or any other person whereby the Principals would or might
otherwise be released or have its obligations hereunder
discharged, mitigated, impaired or affected in any way
whatsoever.
6. The Principals hereby expressly waive notice of the
acceptance of this Guarantee and all notice of non-performance,
non-payment or non-observance on the part of the Company of the
terms, covenants and conditions of the Indebtedness.
7. The Principals further waive any defenses available to an
indemnifier or guarantor at law or in equity. The Company shall
not be bound to exhaust its defenses against its creditors, nor
to notify the Principals of any act or event of default under the
Indebtedness or Asset Sale Consulting Agreement before requiring
the Principals to perform their obligations under this Guarantee.
8. This Guarantee shall enure to the benefit of and be binding
upon the parties hereto and their respective successors and
assigns.
9. This Guarantee shall be construed and enforced in accordance
with, and the respective rights of the parties shall be governed
by, the laws of the State of New Jersey and the federal laws of
the United States of America applicable therein.
IN WITNESS WHEREOF, the Principals have caused this Guarantee to
be duly executed and delivered on the day and year first above
written.
____________________________ _____________________________________
Witness Harry J. Santoro
____________________________ _____________________________________
Witness Stephen M. Robinson