EXHIBIT 10.19
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Expiration Date 11-30-90
SBA LOAN NO.
GP-549, 190 30 05-SPO
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SMALL BUSINESS ADMINISTRATION (SBA)
GUARANTY
AUGUST 6 , 1993
In order to induce WEST ONE BANK, EASTERN WA, (hereinafter called "Lender")
to make a loan or FORMERLY BEN FRANKLIN NATIONAL BANK loans, or renewal or
extension thereof, to ATG, INC., d.b.a. ALLIED TECHNOLOGY GROUP, INC. AND ATG
RICHLAND, INC. ALLIED ECOLOGY SERVICES, Inc., NATURAL SAFETY CONSULTANTS, INC.
(hereinafter called "Debtor"), the Undersigned hereby unconditionally guarantees
to Lender its successors and assigns, the due and punctual payment when due,
whether by acceleration or otherwise, in accordance with the terms thereof, of
the principal of and interest on and all other sums payable, or stated to be
payable, with respect to the note of the Debtor, made by the Debtor to Lender,
dated AUGUST 6, 1993 _________________________ in the principal amount of $
750,000.00, with interest at the rate of 8.75% / FIRST 42 MONTHS PRIME+2.75% /
LAST 42 MONTHS + CEILING 12% AND FLOOR 5.5% per cent per annum. Such note, and
the interest thereon and all other sums payable with respect thereto are
hereinafter collectively called "Liabilities." As security for the performance
of this guaranty the Undersigned hereby mortgages, pledges, assigns, transfers
and delivers to Lender certain collateral (if any), listed in the schedule on
the reverse side hereof. The term "collateral" as used herein shall mean any
funds, guaranties, agreements or other property or rights or interests of any
nature whatsoever, or the proceeds thereof, which may have been, are, or
hereafter may be, mortgaged, pledged, assigned, transferred or delivered
directly or indirectly by or on behalf of the Debtor or the Undersigned or any
other party to Lender or to the holder of the aforesaid note of the Debtor, or
WHICH may have been, are, or hereafter may be held by any party as trustee or
otherwise, as security, whether immediate or underlying, for the performance of
this guaranty or the payment of the Liabilities or any of them or any security
therefor.
The Undersigned waives any notice of the incurring by the Debtor at any time
of any of the Liabilities, and waives any and all presentment, demand, protest
or notice of dishonor, nonpayment, or other default with respect to any of the
Liabilities and any obligation of any party at any time comprised in the
collateral. The Undersigned hereby grants to Lender full power, in its
uncontrolled discretion and without notice to the undersigned, but subject to
the provisions of any agreement between the Debtor or any other party and Lender
at the time in force, to deal in any manner with the Liabilities and the
collateral, including, but without limiting the generality of the foregoing, the
following powers:
(a) To modify or otherwise change any terms of all or any part of the
Liabilities or the rate of interest thereon (but not to increase the
principal amount of the note of the Debtor to Lender), to grant any
extension or renewal thereof and any other indulgence with respect
thereto, and to effect any release, compromise or settlement with respect
thereto;
(b) To enter into any agreement of forbearance with respect to all or any
part of the Liabilities, or with respect to all or any part of the
collateral, and to change the terms of any such agreement;
(c) To forbear from calling for additional collateral to secure any of the
Liabilities or to secure any obligation comprised in the collateral;
(d) To consent to the substitution, exchange, or release of all or any part
of the collateral, whether or not the collateral, if any, 2 received by
Lender upon any such substitution, exchange, or release shall be of the
same or of a different character or value than the collateral surrendered
by Lender;
(e) In the event of the nonpayment when due, whether by acceleration or
otherwise, of any of the Liabilities, or in the event of default in the
performance of any obligation comprised in the collateral, to realize on
the collateral or any part thereof, as a whole or in such parcels or
subdivided interests as Lender may elect, at any public or private sale
or sales, for cash or on credit or for future delivery, without demand,
advertisement or notice of the time or place of sale or any adjournment
thereof (the Undersigned hereby waiving any such demand, advertisement
and notice to the extent permitted by law), or by foreclosure or
otherwise, or to forbear from realizing thereon, all as Lender in its
uncontrolled discretion may deem proper, and to purchase all or any part
of the collateral for its own account at any such sale or foreclosure,
such powers to be exercised only to the extent permitted by law.
The obligations of the Undersigned hereunder shall not be released,
discharged or in any way affected, nor shall the Undersigned have any rights or
recourse against Lender, by reason of any action Lender may take or omit to take
under the foregoing powers.
In case the Debtor shall fail to pay all or any part of the Liabilities when
due, whether by acceleration or otherwise, according to the terms of said note,
the Undersigned, immediately upon the written demand of Lender, will pay to
Lender the amount due and unpaid by the Debtor as aforesaid, in like manner as
if such amount constituted the direct and primary obligation of the Undersigned.
Lender shall not be required, prior to any such demand on, or payment by, the
Undersigned, to make any demand upon or pursue or exhaust any of its rights or
remedies against the Debtor or others with respect to the payment of any of the
Liabilities, or to pursue or exhaust any of its rights or remedies with respect
to any part of the collateral. The Undersigned shall have not right of
subrogation whatsoever with respect to the Liabilities or the collateral unless
and until Lender shall have received full payment of all the Liabilities.
The obligations of the Undersigned hereunder, and the rights of Lender in the
collateral shall not be released, discharged or in any way affected, nor shall
the Undersigned have any rights against Lender, by reason of the fact that any
of the collateral may be in default at the time of acceptance thereof by Lender
or later; nor by reason of the fact that a valid lien in any of the collateral
may not be conveyed to, or created in favor of, Lender, nor by reason of the
fact that any of the collateral may be subject to equities or defenses or claims
in favor of others or may be invalid or detective in any way; nor by reason of
the tact that any of the Liabilities may be invalid for any reason whatsoever;
nor by reason of the tact that the value of any of the collateral, or the
financial condition of the Debtor or of any obligor under or guarantor of any of
the collateral, may not have been correctly estimated or may have changed or may
hereafter change; nor by reason of any deterioration, waste, or loss by fire,
theft, or otherwise of any of the collateral, unless such deterioration, waste,
or loss be caused by the willful act or willful failure to act of Lender.
The Undersigned agrees to furnish Lender, or the holder of the aforesaid note
of the Debtor, upon demand, but not more often than semiannually, so long as any
part of the indebtedness under such note remains unpaid, a financial statement
setting forth, in reasonable detail, the assets, liabilities, and net worth of
the Undersigned.
The Undersigned acknowledges and understands that if the Small Business
Administration (SBA) enters into, has entered into, or will enter into, a
Guaranty Agreement, with Lender or any other tending institution, guaranteeing a
portion of Debtor's Liabilities, the Undersigned agrees that it is not a
coguarantor with SBA and shall have no right of contribution against SBA. The
Undersigned further agrees that all liability hereunder shall continue
notwithstanding payment by SBA under its Guaranty Agreement to the other tending
institution.
The term "Undersigned" as used in this agreement shall mean the signer or
signers of this agreement, and such signers, if more than one, shall be jointly
and severally liable hereunder. The Undersigned further agrees that all
liability hereunder shall continue notwithstanding the incapacity, lack of
authority, death, or disability of any one or more of the Undersigned, and that
any failure by Lender or its assigns to file or enforce a claim against the
estate of any of the Undersigned shall not operate to release any other of the
Undersigned from liability hereunder The failure of any other person to sign
this guaranty shall not release or affect the liability of any signer hereof.
__________________________________
DOREEN CHIU
__________________________________
FRANK CHIU
__________________________________
NOTE.-Corporate guarantors must execute guaranty in corporate name, by duly
authorized officer, and seal must be affixed and duly attested; partnership
guarantors must execute guaranty in firm name, together with signature of a
general partner. Formally executed guaranty is to be delivered at the time of
disbursement of loan.
(LIST COLLATERAL SECURING THE GUARANTY)