Free Amended Complaint - District Court of California - California

Case 5:07-cv-04808-JF

Document 7-11

Filed 10/18/2007

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EXHIBIT J TO FIRST AMENDED COMPLAINT

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UNCONDITIONAL CONTINUING GUARANTY
In order to induce BP WEST COAST PRODUCTS LLC, a Delaware limited liabilty company, its successors and assigns ("Lender") having an offce at 4 Centerpointe Dr., LPR 6-180, La Palma, CA 90623-1066, to enter into or continue a loan agreement (collectively, the "Loan Agreement"), as amended from time to time, with

STf ENTERPRlSE, INC., a California corporation limited parership ("Debtor"), and for other good and
valuable consideration, the receipt and suffciency of which is hereby acknowledged, the undersigned.

hereby agrees

as follows:
1. The undersigned, Sayed M.N. Faquiryan and Mahgul Faquiran (collectively, "Guarantor")

hereby irrevocably, fully and unconditionally guaranties to Lender the prompt performance and payment when due, whether by acceleration or otherwise, of all of the following (collectively, the "Obligations"): All loans, advances, indebtedness, liabilities, debit balances, letter of credit or purchase guaranty reimbursement obligations, covenants, duties and all other obligations of whatever kind or nature at any time or ITom time to time owing by Debtor to Lender, or to any" of Lender's affliates, whether fixed or contingent, known or unknown, liquidated or unliquidated, present or future, no matter how or when arising and whether under said Loan Agreement or any other present or

future agreement or otherwise, and including without limitation all obligations owed by Debtor to third paries
which are or may be assigned to Lender. In addition, the undersigned agree (s) to fully indemnify Lender against

any claim, har, loss, damage, liabilty, cost or expense (including all costs, attorneys' fees, accounting fees and investigation fees) incurred in connection with any action, nonperformance or breach by Debtor of said Loan Agreement, or any breach of or failure to perform any representation, promise, agreement or warnty of Debtor or any wrongful acts, conduct or omission or ITaud of Debtor. Notwithstanding anything herein to the contrary, the

maximum liabilty of the undersigned under this Guaranty is limited to the principal amount of FOUR
HUNDRED AND SEVENTY FIVE THOUSAND Dollars ($475,000.00), plus accrued and unpaid interest, and any costs, expenses and fees of enforcement of this Guaranty or the Loan Agreement; provided, however, that if any of the Obligations arise from false information which was provided by Debtor to Lender where
Debtor knew that such information was false or Debtor was grossly negligent in providing such information

to Lender, then, the liabilty of the undersigned for such Obligations shall be unlimited. In connection with
the foregoing, the undersigned shall not be liable for any punitive damages unless the undersigned

individually or with others caused such false information to be provided to Lender.
2. The undersigned waives notice of acceptance of this Guaranty and notice of any liabilty to which it may apply, and waives dilgence, presentment, demand for payment, protest, notice of protest, non-performance, dishonor or nonpayment of any such liabilties and/or the Obligations, notices of the existence, creation, inqiring of

new or additional indebtedness, suit or taking other action by Lender against, and any other notice to, any par liable thereon (including the undersigned), and waives any defense, offset or counterclaim to any liability hereunder
and the performance of each and every condition precedent to which the undersigned might otherwise be entitled by

law. The undersigned further waives: i) any right to require Lender to institute suit against, or to exhaust its rights and remedies against, Debtor or any other person, or to proceed against any propert of any kind securing any of the Obligations, or to exercise any right of offset or other right with respect to reserves held by Lender; ii) any defense
arsing by reason of any failure of Lender to obtain, perfect, maintain or keep in force any security interest in any
propert of Debtor or any other person; iii) any defense based upon any failure of Lender to give the undersigned

notice of any sale or other disposition of any collateral securing any of the Obligations, or any failure of Lender to comply with any provision of applicable law in enforcing any security interest in any collateral securng any'ofthe

Obligations, including without limitation any failure by Lender to dispose of any collateral in a commercially reasonable manner; iv) the benefit of all statutes of limitations with respect to any action based upon, arising out of
or relating to this Guaranty; v) any rights under the doctrine of marshalling of assets or any other similar doctres.

Without limiting the generality of any of the foregoing or any other provision of this Guaranty, the undersigned
expressly waive any and all benefit which otherwise may be available to the undersigned under California Civil
Code Sections 2809, 2810, 2819, 2839, 2845, 2849, 2850, 2899 and 3433 or any comparable provisions of

of any other jurisdiction, or any other statutes or rules of law now or hereafter in effect, or otherwise and/or any
similar law of California or of any other jurisdiction. There are no conditions precedent or other conditions of any
kind to the effectiveness of

the laws

this Guaranty, and this Guaranty is immediately effective.

3. Lender may at any time ITom time to time (whether or not after revocation or termination of this Guaranty) without the consent of, or notice to, the undersigned, without incurring responsibility to the undersigned, without impairing or releasing the obligations of the undersigned hereunder, upon or without any terms or conditions

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and in whole or in part: (i) change the maner, place or terms or payment, or change or extend the time of payment
of, renew, alter or release Debtor or any other guarantor ITom any of the Obligations, any security therefor, or any

liabilty incurred directly or indirectly in respect thereof, and this Guaranty shall apply to the Obligations as so
changed, extended, renewed or altered; (ii) sell, exchange, release, surrender, realize upon or otherwise deal with in

any manner and in any order any propert by whomsoever at any time pledged or mortgaged to secure, or
howsoever securing, the Obligations hereby guaranteed or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, or offset there against; (iii) exercise or reITain from exercising or
release any rights against Debtor or others (including the undersigned) or otherwise act or reITain ITom acting; (iv)

settle or compromise any of the Obligations hereby guaranteed, any security therefor or any liability (including any

of those hereunder) incured directly or indirectly in respect of said Obligations and/or security therefor or this
Guaranty, and subordinate the payment of all or any part thereof

to the payment of any liability (whether due or not)

to creditors of Debtor other than Lender and the undersigned; and (v) apply any sums by whomsoever paid or howsoever realized to any of the Obligations regardless of what Obligations or other liabilities of Debtor remain
unpaid.

4. No invalidity, irregularity or unenforceability of all or any par of the Obligations hereby
guaranteed or of any security therefor or of said factoring agreement or any amendment or supplement thereto or any other document existing between Lender and Debtor shall affect, impair or be a defense to this Guaranty and its enforceability. The liabilty of the undersigned hereunder is primar and unconditional and not merely that of a surety and shall not be subject to any offset, defense or counterclaim of Debtor. This Guaranty is a continuing one and all Obligations to which it applies or may apply under the terms hereof shall be conclusively presumed to have
been created in reliance hereon. The books and records of Lender showing the account and dealings and

transactions between Lender and Debtor shall be admissible in evidence in any action or proceeding, including photocopies thereof, shall be binding upon the undersigned for the purpose of establishing the items and amounts set

fort therein, and shall constitute prima facie evidence thereof, except that monthly statements rendered by Lender to Debtor shall constitute, to the extent to which no objection is made within thir (30) days after date thereof, an
account stated between Lender and Debtor that shall be binding upon the undersigned. As to each of the

undersigned, this Guaranty shall continue until ninety (90) days after written notice of revocation signed by such undersigned has been actually received by Lender, notwithstanding a revocation by, or the death of, or complete or
parial release for any cause, of anyone or more of the remainder of the undersigned, other guarantors or of Debtor,

or of anyone liable in any maner for the Obligations hereby guaranteed, or for the liabilities (including those herein) incurred directly or indirectly in respect thereof or hereof, and notwithstanding the dissolution, termination or increase, decrease or change in personnel of anyone or more of the undersigned or other guarantors which may
be parerships or corporations.

5. No revocation or termination hereof shall affect in any maner any ofthe rights arising under this Guaranty with respect to (i) Obligations which shall have been created, contracted, assumed or incurred prior to or within ninety (90) days after actual receipt by Lender of written notice of such revocation or termination and all

extensions, renewals and modifications of said Obligations, or (ii)Obligations which shall have been created, contracted, assumed or incurred more than ninety (90) days after receipt of such written notice puruant to any
contrct entered into by Lender prior to expiration of said ninety (90) day period.

6. Upon the happening of any of the following events: the failur to pay, fulfill or perform any of the
Obligations when due, or any breach or failure to perform by Debtor or any of the undersigned of any

representation, promise, agreement or waranty to Lender, or any revocation, breach or termination by any of the
undersigned of this Guaranty, or the death or insolvency of Debtor or any of the undersigned or suspension of
business of Debtor or any of the undersigned or the issuance of any writ of attachment against any of the propert of

Debtor or any of the undersigned, or the making by Debtor or any of the undersigned or any assignment for the benefit of creditors, or a trustee or receiver being appointed for Debtor or any of the undersigned or for any propert of either of them, or any proceeding being commenced by or against Debtor or any of the undersigned. under any banptcy, reorganization, arangement of debt, insolvency, readjustment of debt, receivership, liquidation or
dissolution law or statute - then and in any such event and at any time thereafter, Lender may, without notice to

Debtor or any of the undersigned, declare any or all of the Obligations, whether or not then due, immediately due and payable hereunder by any of the undersigned, and Lender shall be entitled to enforce the obligations of any or all of the undersigned hereunder. All sums of money at any time to the credit of the undersigned with Lender or any
of its affliates and any of the propert of any or all of the undersigned at any time in the possession of Lender or

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any of its affliates may be held by or on behalf of Lender as security for any and all obligations of the undersigned hereunder notwithstanding that any of said money or propert may have been deposited, pledged or delivered by the undersigned for any other, different or specific purpose. Any and all present and future indebtedness and obligations of Debtor to the undersigned, and any and all claims of any nature which the undersigned may now or hereafter have against Debtor are hereby subordinated to the full payment to Lender of the Obligations, and are hereby assigned to Lender as additional collateral security therefor. If Lender so requests, any such indebtedness of Debtor to the undersigned shall be collected, enforced and received by the undersigned as trstees for Lender and be paid over to

Lender on account of the Obligations but without reducing or affecting in any manner the liability of the
undersigned under the other provisions of

this Guaranty.

7. Whether or not any suit, claim or proceeding is fied, the undersigned agrees to reimburse and

compensate Lender on request or demand for all attorneys' fees, accounting fees, investigation fees and all other
costs and expenses incured by Lender in enforcing this Guaranty or any supplement or amendment thereto or

arising out of, or relating in any way to this Guaranty or any supplement or amendment thereto, or in enforcing any of the Obligations against Debtor, the undersigned or any other person. In the event Lender or the undersigned fie any lawsuit, action, claim or proceeding against the other predicated on a breach or nonperformance of this Guaranty or any supplement or amendment thereto or to enforce any rights under, or to obtain any declaratory or equitable or other relief as to the terms or provisions of, this Guaranty or any supplement or amendment thereto, the prevailng part in such lawsuit, action, claim or proceeding shall be entitled to recover its attorneys' fees, accounting fees, investigation fees and costs of suit ITom the non-prevailing part.
8. If claim is ever made upon Lender for repayment of any amount or amounts received by Lender in

payment of or on account or pursuant to of any of the Obligations and Lender repays all or par of said amount by
reason of (i) any judgment, decree or order of any Court or adjudicatory or administrative body having jurisdiction

over Lender or any of its propert, or (ii) any settlement or compromise of any claim effected by Lender with any such claimant (including Debtor), then and in any such event the undersigned agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the undersigned, notwithstanding any revocation or release hereof or the cancellation of any note or other instrument evidencing any of the Obligations, or any release or any such Obligations, and the undersigned shall be and remain liable to Lender hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by Lender. The provisions of this paragraph shall survive, and continue in effect, notwithstanding any revocation or release hereof.

9. No delay on the par of Lender in exercising any of its options, powers or rights, or partial or single exercise thereof, shall constitute a waiver thereof. No waiver of any of its rights hereunder, and no modification or amendment of this Guarty shall be deemed to be made by Lender unless the same shall be in
wrting, duly signed on behalf of, and as actually authorized by, Lender, and each such waiver, if any, shall apply only with respect to the specific instance, matter or transaction involved, and shall in no way impair the rights of Lender or the obligations of the undersigned to Lender in any other respect, instance, matter or transaction at any other time. The undersigned hereby expressly and unconditionally waives all rights of subrogation, reimbursement and indemnity of every kirid against Debtor, and all rights of recourse to any assets or propert of Debtor, and all
rights to any collateral or security held for the payment and performance of any Obligations, including (but not

undersigned may have under any equitable doctrine of subrogation, implied contract, or unjust enrichment, or any other equitable or legal doctrine.

limited to) any of the foregoing rights which the undersigned may have under any present or futue document or agreement with any Debtor or other person, and including (but not limited to) any of the foregoing rights which the

10. The undersigned consent and agree that, without notice to or by the undersigned and without
affecting or impairing in any way the obligations or liability of time, before or after revocation of of

the undersigned hereunder, Lender may, ITom time to

this Guaranty, exercise any right or remedy it may have with respect to any or all
the Obligations or any guaranty thereof, including without

the Obligations or any propert securing any or all of

limitation judicial foreclosure, nonjudicial foreclosure, exercise of a power of sale, and taking a deed, assignment or transfer in lieu of foreclosure as to any such propert, and the undersigned expressly waive any defense based upon the exercise of any such right or remedy, notwithstanding the effect thereof upon any of the undersigned's rights,
including without limitation, any destrction of the undersigned's right of subrogation against Debtor and any

destruction of the undersigned's right of contribution or other right against any other guarantor of any or all of the
Obligations or against any other person, whether by operation of Sections 580a, 580d or 726 of the California Code

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of Civil Procedure, or any comparable provisions of the laws of any other jurisdiction, or any other statutes or rules of law now or hereafter in effect, or otherwise. Without limiting the generality of the foregoing, the undersigned waive all rights and defenses that the undersigned may have because the Obligation is secured by real propert. This means, among other things: (i) Lender may collect from the undersigned without first foreclosing on any real or
personal propert collateral pledged by Debtor; and (ii) If Lender forecloses on any real propert collateral pledged
by Debtor, (A) the amount of

the Obligations may be reduced only by the price for which that collateral is sold at

the foreclosure sale, even if the collateral is worth more than the sale price and (B) Lender may collect ITom the

undersigned even if Lender, by foreclosing on the real propert collateral, has destroyed any right the undersigned may have to collect ITom Debtor. This is an unconditional and irrevocable waiver of any rights and defenses the undersigned may have because the Obligations are secured by real propert. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. In addition, without limiting the generality of any of the foregoing, the undersigned waive all rights and defenses that the undersigned may have because the guarantee of another guarantor is secured by real propert. This means, among other things: (i) Lender may collect ITom the undersigned without first foreclosing on any real or

personal propert collateral pledged by the other guarantor, and (ii) If Lender forecloses on any real propert
collateral pledged by the other guarntor, (A) the amount of the Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price and (B)

Lender may collect ITom the undersigned even if Lender, by foreclosing on the real propert collateral, has
destroyed any right the undersigned may have to obtain contribution ITom the other guarantor. This is an unconditional and irevocable waiver of any rights and defenses the undersigned may have because the obligations
of the other guarantor are secured by real propert. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure.
Ii. The undersigned is presently informed of the status and financial condition of Debtor and of all

other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. The undersigned hereby covenants that they will continue to keep themselves informed of Debtots status and financial condition and of all other circumstances which bear upon the risk of nonpayment. The undersigned hereby waives the right, if any, to require Lender to disclose to it any information which Lender may
now or hereafter acquire concerning such status, condition or circumstances.
12. Neither Lender, nor any of its directors, offcers, employees, agents, attorneys or any other person

affliated with or representig Lender shall be liable for any claims, demands, losses or damages, of any kind

whatsoever, made, claimed, incurred or suffered by the undersigned or any other par though the ordinar

negligence of Lender, or any of its directors, offcers, employees, agents, attorneys or any other person affliated
with or representing Lender.

13. The undersigned agrees that any claim or cause of action by the undersigned against Lender, or
Lender's directors, offcers, employees, agents, accountants or attorneys, based upon, arising ITom, or relating to this Guaranty, or any other present or future agreement between Lender and the undersigned or between Lender
any of

and Debtor, or any other transaction contemplated hereby or thereby or relating hereto or thereto, or any other
matter, cause or thing whatsoever, whether or not relating hereto or thereto, occured, done, omitted or suffen~d to be

done by Lender, or by Lender's directors, offcers, employees, agents, accountants or attorneys, whether sounding in

contract or in tort or otherwise, shall be bared unless asserted by the undersigned by the commencement of an action or proceeding in a cour of competent jurisdiction within Los Angeles County, California by the filing of a
complaint within one (I) year after the first act, occurrence or omission upon which such claim or cause of action, or

any part thereof, is based and service of a summons and complaint on an offcer of Lender or any other person authorized to accept service of process on behalf of Lender, within thir (30) days thereafter. The undersigned
agrees that such one (I) year period is a reasonable and suffcient time for the undersigned to investigate and act

upon any such claim or cause of action. The one (I) year period provided herein shall not be waived, tolled, or

extended except by a specific written agreement of Lender. This provision shall survive any termination of this
Guaranty or any other agreement.
14. This Guaranty was made and entered into in the State of

California and the rights and obligations

of Lender and of the undersigned hereunder shall be governed and constred in accordance with the laws of the State of California; and this Guaranty is binding upon the undersigned, his, her, their or its executors, administrtors,
trstees, receivers, parents, holding companies, affliates, successors and assigns, and shall inure to the benefit of

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Lender, its successors and assigns. As a material par of

the consideration to the Lender for accepting this Guaranty,

the undersigned (i) agree that, at the option of Lender, all actions and proceedings based upon, arising out of or
relating in any way directly or indirectly to this Guaranty shall be litigated exclusively in court located within Los Angeles County, California, (ii) c'onsent to the jurisdiction of any such court and consent to the service of process in

any such action or proceeding by personal delivery, first class mail, or any other method permitted by law, and (iii) waive any and all rights to transfer or change the venue of any such action or proceeding to any court located outside
Los Angeles County, California.
15. The undersigned acknowledge that the acceptance of this Guaranty by Lender does not constitute a commitment by Lender to extend credit to Debtor or to permit Debtor to incur Obligations. All sums due ITom the

undersigned to Lender hereunder shall bear interest ITom the date due to the date paid at a rate equal to the highest

rate charged with respect to the Obligations.
16. The undersigned, if more than one, shall be jointly and severally liable hereunder and the term them. The term "Debtor", if

"undersigned" wherever used herein shall mean the undersigned or anyone or more of

more than one is named as such, shall mean all or anyone thereof. Anyone signing this Guaranty shall be bound

hereby, whether or not anyone else signs this Guaranty at any time. The term "Lender" includes any agent or
representative of Lender acting for it. If any provision or portion of this Guaranty or any supplement or amendment
thereto is held to be ilegal, invalid or unenforceable by a cour or adjudicatory body of competent jurisdiction, said

provision or portion shall be deemed to be severed and deleted and the remainder shall continue to be valid and enforceable. This Guaranty is the entire and only agreement and understanding between the undersigned and Lender with respect to the guarantee of the Obligations and the subject matter of this Guaranty, and all representations, arangements, agreements, and undertakings, oral or written, previously or contemporaneously made, which are not
set fort herein, are superseded hereby. No course of dealing between the paries, no usage of the trade and no

parole or extrnsic evidence of any nature shall be used or be relevant to supplement, explain or modify any term or provision of this Guaranty or any supplement or amendment thereto. The undersigned acknowledge receipt of a copy of this Guaranty, and certifies that the undersigned have read all of said document, and fully understand and agree to the same, before having signed it.

17. MUTUAL WAIVER OF JURY TRIAL. LENDER AND THE UNDERSIGNED HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION, CLAIM, LAWSUIT OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO: I) THIS GUARANTY OR ANY

SUPPLEMENT OR AMENDMENT THERETO; OR II) ANY OTHER PRESENT OR FUTURE
INSTRUMENT OR AGREEMENT BETWEEN LENDER AND THE UNDERSIGNED; OR II) ANY
BREACH, CONDUCT, ACTS OR OMISSIONS OF LENDER OR THE UNDERSIGNED OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSON AFFILIATED WITH OR REPRES~NTING LENDER OR THE UNDERSIGNED; IN

EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR
OTHERWISE.
IN WITNESS WHEREOF, the undersigned has/have executed this Guaranty.

"GUARANTOR"

By ~~~Sayed M.N. Faqu' an
SS#:

Date:

1-1;1-07

By: MtvLrJ fJ. ~~j.
Mahgul t1quiran '

Date:

/-/1-èl7

Spouse .
SS#:
Address of

Guartors: 708 Antiquity Dr., Faireld, California 94535

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ACKNOWLEDGMENT

State of

California

..

)

County of

ss &:~ ~

'-

On

W a. "personally appeared
æ per onally known to me (or proved to me

on the basis of sa . factory evidence) to be the p rs wh e nam$) isl subscribed to the within instrment
and acknowledged to me that he~ executed the same in his~ authorized capaci~), and that by
his/hr signatue(-S on the instrment the person(~or the entity upon behalf of which the perso$)acted,
executed the instrment.

~~
(Signature)
On

WITNESS my hand and offcial seaL.

ACKNOWLEDGMENT

State of California "' )

County of ~ &~ ~
,/ ,per nally known to me (or proved to me

~~, personally appeared

on the basis of satisfact evidence) t the p onÇswhose nameÇs) iSll subscribed to the within instrent and acknowledged to me that h~ey executed the same in hi~eir authorized capacity(ies), and that by
hi~heir signature(s) on the instrment the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrment.

WITNESS my hand and offcial seaL.

~-. -=
(Signature)

- Co., 1-761 No Pu .Co Saa Cl Ca

ff MW~

l.CcEE.u 13. 3m

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UNCONDITIONAL CONTINUING GUARANTY
In order to induce BP WEST COAST PRODUCTS LLC, a Delaware limited liability company, its successors and assigns ("Lendet') having an offce at 4 Centerpointe Dr., LPR 6-180, La Palma, CA 90623-1066,
to enter into or continue a loan agreement (collectively, the "Loan Agreement"), as amended ITom time to time, with

. STf ENTERPRlSE, INC., a California corporation limited parership ("Debtot'), and for other good and
valuable consideration, the receipt and suffciency of which is hereby acknowledged, the undersigned hereby agrees as follows: 1. The undersigned, Nazim S.M. Faquiryan (collectively, "Guarantot') hereby irrevocably, fully and unconditionally guaranties to Lender the prompt performance and payment when due, whether by acceleration or otherwise, of all of the following (collectively, the "Obligations"): All loans, advances, indebtedness, liabilities,
debit balances, letter of credit or purchase guaranty reimbursement obligations, covenants, duties and all other obligations of whatever kind or natue at any time or ITom time to time owing by Debtor to Lender, or to any of

Lender's affliates, whether fixed or contingent, known or unkown, liquidated or unliquidated, present or future, no matter how or when arising and whether under said Loan Agreement or any other present or futue agreement or otherWise, and including without limitation all obligations owed by Debtor to third paries which are or may be
assigned to Lender. In addition, the undersigned agree (s) to fully indemnify Lender against any claim, har, loss,

damage, liability, cost or expense (including all costs, attorneys' fees, accounting fees and investigation fees)
incurred in connection with any action, nonperformance or breach by Debtor of said Loan Agreement, or any breach of or failure to perform any representation, promise, agreement or waranty of Debtor or any wrongful acts, conduct or omission or ITaud of Debtor. Notwithstanding anything herein to the contrary, the maximum liability of the

undersigned under this Guaranty is limited to the principal amount of FOUR HUNDRED AN SEVENTY FIVE THOUSAND Dollars ($475,000.00), plus accrued and unpaid interest, and any costs, expenses and fees of enforcement of this Guaranty or the Loan Agreement; provided, however, that if any of the Obligations

arise from false information which was provided by Debtor to Lender where Debtor knew that such
information was false or Debtor was grossly negligent in providing such information to Lender, then, the liability of the undersigned for such Obligations shall be unlimited. In connection with the foregoing, the undersigned shall not be liable for any punitive damages unless the undersigned individually or with others caused such false information to be provided to Lender.
2. The undersigned waives notice of acceptance of this Guaranty and notice of any liability to which

new or additional indebtedness, suit or taking other action by Lender against, and any other notice to, any part

it may apply, and waives diligence, presentment, demand for payment, protest, nottce of protest, non-performance, dishonor or nonpayment of any such liabilities and/or the Obligations, notices of the existence, creation, incurring of

liable thereon (including the undersigned), and waives any defense, offset or counterclaim to any liabilty hereunder and the performance of each and every condition precedent to which the undersigned might otherwise be entitled by law. The undersigned further waives: i) any right to require Lender to institute suit against, or to exhaust its rights and remedies against, Debtor or any other person, or to proceed against any propert of any kind securing any of the Obligations, or to exercise any right of offset or other right with respect to reserves held by Lender; ii) any defense arsing by reason of any failure of Lender to obtain, perfect, maintain or keep in force any security interest in any
propert of Debtor or any other person; ii) any defense based upon any failure of Lender to give the undersigned

notice of any sale or other disposition of any collateral securing any of the Obligations, or any failure of Lender to

comply with any provision of applicable law in enforcing any securty interest in any collateral securng any of the Obligations, including without limitation any failure by Lender to dispose of any collateral in'a commercially reasonable manner; iv) the benefit of all statutes of limitations with respect to any action based upon, arising out of or relating to this Guaranty; v) any rights under the doctre of marhalling of assets or any other similar doctrines.
Without limiting the generality of any of the foregoing or any other provision of this Guaranty, the undersigned

expressly waive any and all benefit which otherwise may be available to the undersigned under California Civil
Code Sections 2809, 2810, 2819, 2839, 2845, 2849, 2850, 2899 and 3433 or any comparable provisions of

of any other jurisdiction, or any other statutes or rules of law now or hereafter in effect, or otherwise and/or any similar law of California or of any other jurisdiction. There are no conditions precedent or other conditions of any
kind to the effectiveness of

the laws

this Guaranty, and this Guaranty is immediately effective.

3. Lender may at any time ITom time to time (whether or not after revocation or termination of this
Guaranty) without the consent of, or notice to, the undersigned, without incuring responsibilitY to the undersigned,
without impairng or releasing the obligations of

the undersigned hereunder, upon or without any terms or conditions

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and in whole or in part: (i) change the manner, place or terms or payment, or change or extend the time of payment of, renew, alter or release Debtor or any other guarantor from any of the Obligations, any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Guaranty shall apply to the Obligations as so changed, extended, renewed or altered; (ii) sell, exchange, release, surrender, 'realize upon or otherwise deal with in

any manner and in any order any propert by whomsoever at any time pledged or mortgaged to secure, or
howsoever securing, the Obligations hereby guaranteed or any liabilities (including any of those hereunder) incured
directly or indirectly in respect thereof or hereof, or offset there against; (iii) exercise or reITain ITom exercising or
release any rights against Debtor or others (including the undersigned) or otherwise act or refrain ITom actig; (iv)
settle or compromise any of the Obligations hereby guaranteed, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect of said Obligations and/or security therefor or this Guaranty, and subordinate the payment of all or any par thereof

to the payment of any liability (whether due or not) to creditors of Debtor other than Lender and the undersigned; and (v) apply any sums by whomsoever paid or

howsoever realized to any of the Obligations regardless of what Obligations or other liabilities of Debtor remain
unpaid.

4. No invalidity, iregularity or unenforceabiliiy of all or any par of the Obligations hereby
guaranteed or of any security therefor or of said factoring agreement or any amendment or supplement thereto or any other document existing between Lender and Debtor shall affect, impair or be a defense to this Guaranty and its enforceability. The liability of the undersigned hereunder is primar and unconditional and not merely that of a surety and shall not be subject to any offset, defense or counterclaim of Debtor. This Guaranty is a continuing one and all Obligations to which it applies or may apply under the terms hereof shall be conclusively presumed to have

been created in reliance hereon. The books and records of Lender showing the account and dealings and
transactions between Lender and Debtor shall be admissible in evidence in any action or proceeding, including photocopies thereof, shall be binding upon the undersigned for the purpose of establishing the items and amounts set

forth therein, and shall constitute prima facie evidence thereof, except that monthly statements rendered by Lender to Debtor shall constitute, to the extent to which no objection is made within thir (30) days after date thereof, an
account stated between Lender and Debtor that shall be binding upon the undersigned. As to each of the

undersigned, this Guaranty shall continue until ninety (90) days after written notice of revocation signed by such undersigned has been actually received by Lender, notwithstanding a revocation by, or the death of, or complete or
parial release for any cause, of anyone or more of the remainder of the undersigned, other guarantors or of Debtor,

or of anyone liable in any manner for the Obligations hereby guaranteed, or for the liabilities (including those herein) incurred directly or indirectly in respect thereof or hereof, and notwithstanding the dissolution, termination

or increase, decrease or change in personnel of anyone or more of the undersigned or other guarantors which may
be parerships or corporations.

5. No revocation or termination hereof shall affect in any manner any of the rights arising under this
Guaranty with respect to (i) Obligations which shall have been created, contrcted, assumed or incurred prior to or

within ninety (90) days after actual receipt by Lender of wrtten notice of such revocation or termination and all extensions, renewals and modifications of said Obligations, or (ii) Obligations which shall have been created, contracted, assumed or incurred more than ninety (90) days after receipt of such wrtten notice pursuant to any
contract entered into by Lender prior to expiration of said ninety (90) day period.
6. Upon the happening of any of the following events: the failure to pay, fulfill or perform any of

the

Obligations when due, or any breach or failure to perform by Debtor or any of the undersigned of any

representation, promise, agreement or warranty to Lender, or any revocation, breach or termination by any of the
undersigned of this Guarnty, or the death or insolvency of Debtor or any of the undersigned or suspension of
business of Debtor or any of the undersigned or the issuance of any writ of attachment against any of the propert of

Debtor or any of the undersigned, or the making by Debtor or any of the undersigned or any assignment for the benefit of creditors, or a trstee or receiver being appointed for Debtor or any of the undersigned or for any propert of either of them, or any proceeding being commenced by or against Debtor or any of the undersigned under any bankptcy, reorganization, arangement of debt, insolvency, readjustment of debt, receivership, liquidation or
dissolution law or statute - then and in any such event and at any time thereafter, Lender may, without notice to

Debtor or any of the undersigned, declare any or all of the Obligations, whether or not then due, immediately due and payable hereunder by any of the undersigned, and Lender shall be entitled to enforce the obligations of any or all of the undersigned hereunder. All sums of money at any time to the credit of the undersigned with Lender or any of its affliates and any of the propert of any or all of the undersigned at any time in the possession of Lender or

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any of its affliates may be held by or on behalf of Lender as security for any and all obligations of the undersigned hereunder notwithstanding that any of said money or propert may have been deposited, pledged or delivered by the undersigned for any other, different or specific purpose. Any and all present and future indebtedness and obligations of Debtor to the undersigned, and any and all claims of any nature which the undersigned may now or hereafter have against Debtor are hereby subordinated to the full payment to Lender of the Obligations, and are hereby assigned to Lender as additional collateral security therefor. If Lender so requests, any such indebtedness of Debtor to the undersigned shall be collected, enforced and received by the undersigned as trstees for Lender and be paid over to

Lender on account of the Obligations but without reducing or affecting in any manner the liability of the
undersigned under the other provisions of

this Guaranty.

7. Whether or not any suit, claim or proceeding is fied, the undersigned agrees to reimburse and

compensate Lender on request or demand for all attorneys' fees, accounting fees, investigation fees and all other costs and expenses incurred by Lender in enforcing this Guaranty or any supplement or amendment thereto or arsing out of, or relating in any way to this Guaranty or any supplement or amendment thereto, or in enforcing any
of the Obligations against Debtor, the undersigned or any other person. In the event Lender or the undersigned fie
any lawsuit, action, claim or proceeding against the other predicated on a breach or nonperformance of this Guaranty or any supplement or amendment thereto or to enforce any rights under, or to obtain any declaratory or equitable or other relief as to the terms or provisions of, this Guaranty or any supplement or amendment thereto, the prevailing par in such lawsuit, action, claim or proceeding shall be entitled to recover its attorneys' fees, accounting fees, investigation fees and costs of suit ITom the non-prevailing part.

8. If claim is ever made upon Lender for repayment of any amount or amounts received by Lender in

payment of or on account or pursuant to of any of the Obligations and Lender repays all or par of said amount by reason of (i) any judgment, decree or order of any Court or adjudicatory or administrative body having jurisdiction over Lender or any of its propert, or (ii) any settlement or compromise of any claim effected by Lender with any such claimant (including Debtor), then ¡md in any such event the undersigned agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the undersigned, notwithstanding any revocation or release hereof or the cancellation of any note or other instrment evidencing any of the Obligations, or any release or any such Obligations, and the undersigned shall be and remain liable to Lender hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by Lender. The provisions of this
paragrph shall survive, and continue in effect, notwithstanding any revocation or release hereof.

9. No delay on the part of Lender in exercising any of its options, powers or rights, or partial or

single exercise thereof, shall constitute a waiver thereof. No waiver of any of its rights hereunder, and no
modification or amendment of this Guaranty shall be deemed to be made by Lender unless the same shall be in writing, duly signed on behalf of, and as actually authorized by, Lender, and each such waiver, if any, shall apply only with respect to the specific instance, matter or transaction involved, and shall in no way impair the rights of Lender or the obligations of the undersigned to Lender in any other respect, instance, matter or transaction at any other time. The undersigned hereby expressly and unconditionally waives all rights of subrogation, reimbursement and indemnity of every kind against Debtor, and all rights of recourse to any assets or propert of Debtor, and all
rights to any collateral or security held for the payment and performance of any Obligations, including (but not

limited to) any of the foregoing rights which the undersigned may have under any present or future document or agreement with any Debtor or other person, and including (but not limited to) any of the foregoing rights which the undersigned may have under any equitable doctrne of subrogation, implied contrct, or unjust enrichment, or any
other equitable or legal doctrine.

10. The undersigned consent and agree that, without notice to or by the undersigned and without
affecting or impairing in any way the obligations or liability of time, before or after revocation of

the undersigned hereunder, Lender may, ITom time to

this Guaranty, exercise any right or remedy it may have with respect to any or all ofthe Obligations or any propert securing any or all of the Obligations or any guarty thereof, including without limitation judicial foreclosure, nonjudicial foreclosure, exercise of a power of sale, and taking a deed, assignment or transfer in lieu of foreclosure as to any such propert, and the undersigned expressly waive any defense based upon the exercise of any such right or remedy, notwithstanding the effect thereof upon any of the undersigned's rights,

including without limitation, any destrction of the undersigned's right of subrogation against Debtor and any
destrction of the undersigned's right of contribution or other right against any other guarantor of any or all of the
Obligations or against any other person, whether by operation of Sections 580a, 580d or 726 of

the California Code

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of Civil Procedure, or any comparable provisions of the laws of any other jursdiction, or any other statutes or rules of law now or hereafter in effect, or otherwise. Without limiting the generality of the foregoing, the undersigned waive all rights and defenses that the undersigned may have because the Obligation is secured by real propert. This means, among other things: (i) Lender may collect from the undersigned without first foreclosing on any real or personal propert collateral pledged by Debtor; and (ii) If Lender forecloses on any real propert collateral pledged by Debtor, (A) the amount of the Obligations may be reduced only by the price for which that collateral is sold at
the foreclosure sale, even if the collateral is worth more than the sale price and (B) Lender may collect ITom the

undersigned even if Lender, by foreclosing on the real propert collateral, has destroyed any right the undersigned may have to collect ITom Debtor. This is an unconditional and irrevocable waiver of any rights and defenses the undersigned may have because the Obligations are secured by real propert. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. In addition, without limiting the generality of any of the foregoing, the undersigned waive all rights and defenses that the undersigned may have because the guarantee of another guarantor is secured by real propert. This means, among other things: (i) Lender may collect ITom the undersigned without first foreclosing on any real or

personal propert collateral pledged by the other guarantor, and (ii) If Lender forecloses on any real propert
collateral pledged by the other guarantor, (A) the amount of the Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price and (B) Lender may collect ITom the undersigned even if Lender, by foreclosing on the real propert collateral, has

destroyed any right the undersigned may have to obtain contrbution ITom the other guarantor. This is an

unconditional and irevocable waiver of any rights and defenses the undersigned may have because the obligations
rights or defenses based upon Section 580a, 580b, 580d, or 726 of

of the other guarantor are secured by real propert. These rights and defenses include, but are not limited to, any the California Code of Civil Procedure.
1 i. The undersigned is presently informed of the status and financial condition of Debtor and of all

other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. The undersigned hereby covenants that they wil continue to keep themselves informed of Debtots
status and financial condition and of all other circumstances which bear upon the risk of nonpayment. The undersigned hereby waives the right, if any, to require Lender to disclose to it any information which Lender may now or hereafter acquire concerning such status, condition or circumstances.
12. Neither Lender, nor any of its directors, offcers, employees, agents, attorneys or any other person

affliated with or representing Lender shall be liable for any claims, demands, losses or damages, of any kind
whatsoever, made, claimed, incured or suffered by the undersigned or any other par through the ordinar

negligence of Lender, or any of its directors, offcers, employees, agents, attorneys or any other person affliated
with or representing Lender.

13. The undersigned agrees that any claim or cause of action by the undersigned against Lender, or

Lender's directors, offcers, employees, agents, accountants or attorneys, based upon, arising from, or relating to this Guaranty, or any other present or futue agreement between Lender and the undersigned or between Lender
any of

and Debtor, or any other transaction contemplated hereby or thereby or relating hereto or thereto, or any other
matter, cause or thing whatsoever, wh.ether or not relating hereto or thereto, occured, done, omitted or suffered to be
done by Lender, or by Lender's directors, offcers, employees, agents, accountats or attorneys, whether sounding in

contract or in tort or otherwise, shall be bared unless asserted by the undersigned by tfe commencement of an action or proceeding in a court of competent jursdiction within Los Angeles County, California by the fiing of a
complaint within one (i) year after the first act, occurrence or omission upon which such claim or cause of action, 'or
any par thereof, is based and service of a summons and

complaint on an offcer of Lender or any other person

authorized to accept service of process on behalf of Lender, within thir (30) days thereafter. The undersigned
agrees that such one (I) year period is a reasonable and suffcient time for the undersigned to investigate and act

upon any such claim or cause of action. The one (i) year period ,provided herein shall not be waived, tolled, or

extended except by a specific written agreement of Lender. This provision shall survive any termination of this
Guaranty or any other agreement.
14. This Guaranty was made and entered into in the State of California and the rights and obligations

of Lender and of the undersigned hereunder shall be governed and constred in accordance with the laws of the State of California; and this Guaranty is binding upon the undersigned, his, her, their or its executors, administrtors,
trstees, receivers, parents, holding companies, affliates, successors and assigns, and shall inure to the benefit of

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Lender, its successors and assigns. As a material par of

the consideration to the Lender for accepting this Guaranty,

the undersigned (i) agree that, at the option of Lender, all actions and proceedings based upon, arising out of or relating in any way directly or indirectly to this Guaranty shall be litigated exclusively in courts located within Los Angeles County, California, (ii) consent to the jurisdiction of any such court and consent to the service of process in any such action or proceeding by personal delivery, first class mail, or any other method permitted by law, and (ii)
waive any and all rights to transfer or change the venue of any such action or proceeding to any cour located outside

Los Angeles County, California.
15. The undersigned acknowledge that the acceptance of this Guaranty by Lender does not constitute a commitment by Lender to extend credit to Debtor or to permit Debtor to incur Obligations. All sums due from the

undersigned to Lender hereunder shall bear interest ITom the date due to the date paid at a rate equal to the highest

rate charged with respect to the Obligations.
16. The undersigned, if more than one, shall be jointly and severally liable hereunder and the term them. The term "Debtor", if

"undersigned" wherever used herein shall mean the undersigned or anyone or more of

more than one is named as such, shall mean all or anyone thereof. Anyone signing this Guarty shall be bound hereby, whether or not anyone else signs this Guaranty at any time. The term "Lender" includes any agent or
representative of Lender acting for it. If any provision or portion of this Guaranty or any supplement or amendment thereto is held to be ilegal, invalid or unenforceable by a court or adjudicatory body of competent jurisdiction, said provision or portion shall be deemed to be severed and deleted and the remainder shall continue to be valid and enforceable. This Guaranty is the entire and only agreement and understanding between the undersigned and Lender with respect to the guarantee of the Obligations and the subject matter of this Guarnty, and all representations, arrangements, agreements, and undertakings, oral or written, previously or contemporaneously made, which are not
set fort herein, are superseded hereby. No course of dealing between the paries, no usage of the trade and no

parole or ~xtnsic evidence of any nature shall be used or be relevant to supplement, explain or modify any term or provision of this Guaranty or any supplement or amendment thereto. The undersigned acknowledge receipt of a copy of this Guaranty, and certifies that the undersigned have read all of said document, and fully understand and agree to the same, before having signed it.

17. MUTUAL WAIVER OF JURY TRIAL. LENDER AND THE UNDERSIGNED HEREBY WAIVE THE RIGHT TO TRIL BY JURY IN ANY ACTION, CLAIM, LAWSUIT OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANYWAY RELATING TO: I) THIS GUARANTY OR ANY

SUPPLEMENT OR AMENDMENT THERETO; OR II) ANY OTHER PRESENT OR FUTURE
INSTRUMENT OR AGREEMENT BETWEEN LENDER AND THE UNDERSIGNED; OR II) ANY
BREACH, CONDUCT, ACTS OR OMISSIONS OF LENDER OR THE UNDERSIGNED OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSON AFFILIATED WITH OR REPRESENTING LENDER OR THE UNDERSIGNED; IN

EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR
OTHERWISE.

"G~' By:
Nazir S.M. Faquiryan

IN WITNESS WHEREOF, the undersigned has/have executed this Guaranty.

Date:

/ -/9-(/7

SS#:

Address of

Guarantors: 783 Antiquity Dr., Fairfeld, California 94535

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ACKNOWLEDGMENT

..

personally appeared , person y known to me (or proved to me

on the basi of satisfactory evidence) to be e p son(-s ose name(s) istsubscribed to the within instrment and acknowledged to me that he~y executed the same in hislhr authorized capacity(ie), and that by hislhcFitlleir signature88n the instrment the personW, or the entity upon behalf of which the person(s)acted,
executed the instrment.

~~~
(Signature)

WITNESS my hand and offcial seaL.

MI FM
Sc CI eo 6) Co.~i..' l-6'3D CcEE,u 13.

No P\ . Cc

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