UNCONDITIONAL CORPORATE GUARANTY
FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in
consideration of the sale of certain assets pursuant to the terms of a Purchase
and Sale of Assets Agreement of even date herewith by City-Guide, ISP, Inc., a
Florida corporation ("Seller") to Titan Hosting, Inc. a Delaware corporation,
MegaMedia Networks, Inc., a Delaware corporation ("Guarantor") does hereby
covenant and agree as follows:
1. Guarantor hereby irrevocably and unconditionally guarantees to Seller: (a)
the prompt payment to Seller when due of the indebtedness evidenced by a
certain Promissory Note (the "Note") made by Corporation as Maker in favor
of Seller and delivered simultaneously herewith, a copy of which Note is
attached hereto as Exhibit "A"; (b) the performance by Corporation of the
terms, conditions, covenants, stipulations and agreements contained in the
Note and in any extensions, renewals or modifications thereof, and (c) the
performance by the Corporation of all obligations under a Security
Agreement and Sublease of even date, copies of which are attached as
Exhibits "B" and "C", respectively.
2. Guarantor agrees to indemnify Seller and save Seller harmless from and
against all reasonable costs, expenses and attorney's fees that may be
incurred by Seller in connection with the collection or enforcement of the
Note, Security Agreement and/or Sublease.
3. Seller may extend, modify or postpone the time and manner of payment of the
Note, make advances and disbursements under the Note, release or modify
Seller's interest in collateral all without consent of the Guarantor and
without thereby releasing, discharging or diminishing Seller's rights and
remedies against the Guarantor hereunder.
4. This Guaranty shall terminate when the Note has been paid in full and the
Sublease fully performed, including any extensions, renewals and
modifications thereof. When such conditions have been met, the Seller will,
upon request, furnish written cancellation of this Guaranty.
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5. This Guaranty shall inure to the benefit of Seller and its successors and
assigns and shall bind Guarantor, its successors and assigns. This Guaranty
shall be construed in accordance with the laws of the State of Florida.
IN WITNESS WHEREOF, Guarantor has executed this Guaranty at Tampa,
Florida this 14th day of April 2000.
GUARANTOR:
MegaMedia Networks, Inc.
A Delaware corporation
By:
PRINT NAME STEPHEN H. NOBLE,III A/K/A STEVE NOBLE
AND STEVEN NOBLE
Its: CHIEF FINANCIAL OFFICER
STATE OF FLORIDA )
COUNTY OF HILLSBOROUGH )
The foregoing instrument was acknowledge before me this 14th day of April,
2000, by Stephen H. Noble, III a/k/a Steve noble and Steven Noble, the Chief
Financial Officer of MegaMedia Networks, Inc., a Delaware corporation, on behalf
of the corporation, who is ____ personally known to me or who produced the
following as identification:
________________________________
Notary Public
PRINT NAME OF NOTARY
