UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
METEOR INDUSTRIES, INC.
(Name of Issuer)
Common Stock, $.001 Par Value
(Title of Class of Securities)
591475 10 8
(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE> 2
Cusip No. 591475 10 8 13D Page 2 of 14 Pages
1 NAME OF REPORTING PERSON
Nevada Manhattan Group, Incorporated
IRS ID No. 88-0219765
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ---
(b) ---
3 SEC USE ONLY
4 SOURCE OF FUNDS:
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e):
---
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
Incorporated under the laws of the State of Nevada
Number of Shares Beneficially Owned by Each Reporting Person With
7 SOLE VOTING POWER:
One Million Two Hundred Twelve Thousand (1,212,000)
8 SHARED VOTING POWER
Zero (0)
9 SOLE DISPOSITIVE POWER
One Million Two Hundred Twelve Thousand (1,212,000)
10 SHARED DISPOSITIVE POWER
Zero (0)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
One Million Two Hundred Twelve Thousand (1,212,000)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*:
---
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
35%
14 TYPE OF REPORTING PERSON*
CO
<PAGE> 3
Cusip No. 591475 10 8 13D Page 3 of 14 Pages
Item 1.
(a) Name of Issuer: Meteor Industries, Inc., a Colorado corporation
(b) Title of Class of Securities: Common Stock, $.001 Par Value
CUSIP No.: 591475 10 8
(c) Address of Issuer's Principal Executive Offices:
216 Sixteenth Street, Suite 730
Denver, Colorado 80202
Item 2.
(a) Name of Person Filing: Nevada Manhattan Group, Incorporated
(b) Address of Principal Business Office:
5038 North Parkway Calabasas, Suite #100
Calabasas, CA 91302
(c) Jurisdiction of Incorporation:
Incorporated under the laws of the State of Nevada
(d) No
(e) No
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a) Amount of Consideration: The Reporting Person agreed to pay to Capco
Acquisub, Inc., a Colorado corporation ("Stockholder") and seller of the shares,
the total purchase price of Eight Million Four Hundred Eighty Four Thousand
Dollars ($8,484,000) as follows: (i) Five Hundred Thousand Dollars ($500,000)
paid in cash on December 30, 1998 and (ii) the remaining portion of the
consideration payable in installments. In addition, substantial options were
granted by the Reporting Person to the Stockholder.
(b) Source of Funds: WC (working capital of Reporting Person)
Item 4 PURPOSE OF TRANSACTION
The Reporting Person intends to acquire a majority interest in the Issuer by
January 15, 1999 pursuant to agreements filed herewith. As of the date of this
report, the Reporting Person intends to appoint a majority to the Issuer's board
of directors and maintain the Issuer as a majority-owned subsidiary.
<PAGE> 4
Cusip No. 591475 10 8 13D Page 4 of 14 Pages
Item 5 INTEREST IN SECURITIES OF THE ISSUER
(a) Shares owned by the Reporting Person: One Million Two Hundred Twelve
Thousand (1,212,000). Percentage of outstanding shares of issuer owned by
the Reporting Person: 35%
(b) Number of Shares Beneficially Owned by the Reporting Person With
SOLE VOTING POWER: One Million Two Hundred Twelve Thousand (1,212,000)
SHARED VOTING POWER Zero (0)
SOLE DISPOSITIVE POWER One Million Two Hundred Twelve Thousand (1,212,000)
SHARED DISPOSITIVE POWER Zero (0)
(c) None
(d) Not Applicable
(e) Not Applicable
Item 6 CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
The binding Term Sheet, dated December 30, 1998 (the "Term Sheet"), between the
Stockholder and the Reporting Person provides for the purchase of the One
Million Two Hundred Twelve Thousand (1,212,000) shares described above, and also
for the acquisition by the Reporting Person of an additional Five Hundred
Eighteen Thousand (518,000) shares of Issuer common stock from the Stockholder
by January 15, 1999. If the Stockholder does not tender such additional shares
by such date, the Term Sheet requires the Stockholder to pay liquidated damages
in the amount of Five Hundred Thousand Dollars ($500,000). The Stockholder's
obligation to pay such liquidated damages amount has been guaranteed by Ilyas
Chaudhary (the owner of substantially all of Stockholder) under a guaranty a
copy of which is attached as an Exhibit to this report (the "Guaranty"). Mr.
Chaudhary is to be appointed to the board of directors of the Reporting Person.
The Term Sheet provides, among other things, that the Reporting Person is to pay
interest on the unpaid consideration, and that the parties are to negotiate
definitive documents containing customary representations, warranties, and
covenants, including a pledge agreement providing for a pledge by the Reporting
Person of the Issuer stock acquired by it from the Stockholder securing the
Reporting Person's obligations to pay the consideration and interest. The Term
Sheet also provides for the issuance of substantial options by the Reporting
Person to the Stockholder. The entire transaction may be rescinded by the
Reporting Person at any time before February 15, 1999.
<PAGE> 5
Cusip No. 591475 10 8 13D Page 5 of 14 Pages
Item 7 MATERIAL TO BE FILED AS EXHIBITS
The following exhibits are attached hereto and incorporated herein by this
reference:
Exhibit "1" Term Sheet (defined above)
Exhibit "2" Guaranty (defined above)
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: January 9, 1998
/s/ Neil H. Lewis
By: __________________
Title: Secretary, Nevada Manhattan Group, Incorporated
<PAGE> 6
Cusip No. 591475 10 8 13D Exhibit "1" Page 6 of 14 Pages
EXHIBIT "1"
METEOR INDUSTRIES, INC.
Nevada Manhattan Mining Incorporated
Term Sheet
December 30, 1998
Company: METEOR INDUSTRIES, INC. ("Company"), a Colorado corporation.
Purchaser: NEVADA MANHATTAN MINING INCORPORATED, a Nevada corporation("NM").
Stockholder: CAPCO ACQUISUB, INC., a Colorado corporation ("Stockholder").
Transaction:
For the consideration and on the terms and conditions described
below, NM hereby purchases from Stockholder, and Stockholder
hereby sells to NM, One Million Two Hundred Twelve Thousand
(1,212,000) shares of the restricted voting common stock of the
Company (the "Initial Shares").
In addition, for the consideration and on the terms and
conditions described below, on or before January 14, 1999,
Stockholder shall sell to NM an additional Five Hundred Eighteen
Thousand (518,000) shares of Company common stock (the
"Additional Shares", and, together with the Initial Shares, the
"Shares").
If Stockholder fails to deliver the Additional Shares in
accordance with the paragraph immediately above, NM may, as
liquidated damages for loss of a bargain and not as a penalty, in
lieu of exercising its other rights respecting such Additional
Shares under this Term Sheet, if it shall so elect, either (i)
demand that Stockholder pay NM, and Stockholder shall pay NM,
Five Hundred Thousand Dollars ($500,000) within 45 days or may
(ii) by notice to Stockholder reduce the Initial Consideration
(defined below) payable hereunder by Five Hundred Thousand
Dollars ($500,000).
<PAGE> 7
Cusip No. 591475 10 8 13D Exhibit "1" Page 7 of 14 Pages
Consideration:
In the transaction contemplated by this Term Sheet (the
"Transaction") NM shall pay to the Stockholder the purchase price
of $7.00 per Share, for a total purchase price for (A) the
Initial Shares, Eight Million Four Hundred Eighty Four Thousand
Dollars ($8,484,000) (the "Initial Consideration"), and (B) the
Additional Shares, Three Million Six Hundred Twenty Six Thousand
Dollars ($3,626,000) (the "Additional Consideration", and,
together with the Initial Consideration, the "Consideration") as
follows: (i) Five Hundred Thousand Dollars ($500,000) on the date
hereof , (ii) One Million Dollars ($1,000,000) by March 16, 1999,
and (iii) on each March 31, June 30, September 30 and December 31
following March 31, 1999, NM shall pay to Stockholder, Five
Hundred Thirty Thousand Five Hundred Dollars ($530,500) until the
Consideration shall have been paid in full; provided, however,
that if the Additional Shares are not sold to NM as contemplated
above, the total amount of Consideration shall be the amount of
the Initial Consideration as reduced by NM pursuant to its
liquidated damages rights as provided above, and the amount of
each installment of Consideration payable hereunder shall be
ratably reduced.
Interest:
In addition to the installments of Consideration to be paid by NM
as provided above, NM shall pay interest on any amount of the
balance of the Consideration not then paid at the rate of eleven
percent (11%) per annum, assuming a 365 day year, from the date
hereof until the Consideration shall have been paid in full. On
any date an installment of Consideration shall be paid or payable
as provided above, all amounts of interest accrued and unpaid
shall be paid together with such installment. All amounts of
Consideration and interest thereon shall be paid in cash by wire
transfer to such account of Stockholder located in the United
States as Stockholder shall specify to NM in writing from time to
time.
Representations
and Warranties
of NM:
NM hereby makes each of the following representations and
warranties to and for the benefit of Stockholder on the date
hereof and as of the date of any sale of the Additional Shares:
1. NM is a corporation duly organized, validly existing, and in
good standing under the laws of Nevada.
2. NM has full power and authority (including full corporate
power and authority) to execute and deliver this Term Sheet
and to perform its obligations hereunder. This Term Sheet
constitutes the valid and legally binding obligation of NM,
enforceable in accordance with its terms and conditions. NM
need not give any notice to, make any filing with, or obtain
any authorization, consent, or approval of any government or
governmental agency in order to consummate the transactions
contemplated by this Term Sheet.
<PAGE> 8
Cusip No. 591475 10 8 13D Exhibit "1" Page 8 of 14 Pages
3. Neither the execution and the delivery of this Term Sheet,
nor the consummation of the transactions contemplated
hereby, will (A) violate any constitution, statute,
regulation, rule, injunction, judgment, order, decree,
ruling, charge, or other restriction of any government,
governmental agency, or court to which NM is subject or any
provision of its charter or bylaws or (B) conflict with,
result in a breach of, constitute a default under, result in
the acceleration of, create in any party the right to
accelerate, terminate, modify, or cancel, or require any
notice under any agreement, contract, lease, license,
instrument, or other arrangement to which NM is a party or
by which it is bound or to which any of its assets is
subject.
4. NM has no liability or obligation to pay any fees or
commissions to any broker, finder, or agent with respect to
the transactions contemplated by this Term Sheet for which
Stockholder could become liable or obligated.
5. NM is not acquiring the Shares with a view to or for sale in
connection with any distribution thereof within the meaning
of the Securities Act of 1933, as amended (the "Securities
Act").
Representations
and Warranties
of Stockholder:
Stockholder hereby makes the representations and warranties
appearing on Exhibit A hereto to and for the benefit of NM on the
date hereof and as of the date of any sale of the Additional
Shares.
Grant of Option:
NM hereby grants to Stockholder the option to purchase from NM
from time to time prior to January 1, 2002 (the "Option
Termination Date"), (i) 15,000,000 shares of common stock of NM
at the exercise price of thirty-three and one-half cents ($0.335)
per share, and (ii) 2,000,000 shares of common stock of NM at the
exercise price of sixty-five cents ($.65) per share (the
"Options"). Each Option and its exercise price shall be ratably
adjusted for any stock split, reverse stock split or share
dividend which becomes effective after the date hereof and before
the Option Termination Date. Each Option may be assigned by
Stockholder, and thereafter shall be nonassignable.
<PAGE> 9
Cusip No. 591475 10 8 13D Exhibit "1" Page 9 of 14 Pages
NV Board
Representation:
NM hereby agrees (A) promptly to cause one individual nominated
by Stockholder to be appointed as a member of the NM Board of
Directors, and (B) to cause one individual nominated by
Stockholder to be included in each management slate of
individuals proposed by NM to be elected as members of the NM
Board after the date hereof and prior to the Option Termination
Date. If at any time the aggregate number of shares of NM stock
held by Stockholder and purchasable by Stockholder under the
Option shall be less than Seven Million Five Hundred Thousand
(7,500,00) shares, Stockholder's rights under this paragraph
shall cease and terminate.
Expenses:
Each Party shall bear such Party's own costs and expenses arising
out of or relating to the Transaction (including such Party's own
attorneys fees and expenses).
Assurances:
The Parties hereby agree to execute and deliver all documents and
instruments, and take such action as may be required, in order to
effectuate the terms and conditions set forth in this Term Sheet.
(Stockholder shall not disclose to any third party any
information concerning the Transaction (or the transactions
contemplated by the Other Term Sheets) without the prior written
consent of NM.)
Due Diligence:
Anything to the contrary appearing in this Term Sheet
notwithstanding, NM shall have the right to rescind the
Transaction by no later than February 15, 1999. Upon any such
rescission, NM shall return all of the Shares to Stockholder, and
Stockholder shall return to NM all Consideration and any other
consideration received by Stockholder hereunder, and there shall
be no further liability to either party.
<PAGE> 10
Cusip No. 591475 10 8 13D Exhibit "1" Page 10 of 14 Pages
The terms and conditions set forth in this Term Sheet shall be binding and
enforceable among the Parties. This Term Sheet and all transactions and disputes
arising out of or related hereto shall be governed by the laws of California.
The Parties contemplate that the Transaction will be consummated in accordance
with the terms of this Term Sheet, and that this Term Sheet will be amended and
restated in its entirety in definitive documents by February 15, 1999, and the
Parties agree to negotiate in good faith such definitive documents, which will
contain customary representations, warranties, covenants and conditions as
reasonably required by NM. The definitive documents shall include, without
limitation, a pledge agreement providing for a pledge of the Shares by NM to the
Stockholder securing NM's obligations to pay the Consideration and interest
thereon, which pledge agreement shall provide, among other things, that (i) the
Shares pledged thereunder shall be held by a pledge agent reasonably acceptable
to the parties hereto, and (ii) a ratable potion of the number of Shares pledged
thereunder shall be released from such pledge upon payment of each installment
of Consideration (together with interest thereon). In the event that final
definitive documents either are not executed or not agreed upon between the
Parties, then it is expressly understood and agreed that this Term Sheet shall
be in lieu of any such definitive documents and shall be enforceable in
accordance with the terms and conditions contained herein, and each Party shall
be deemed to have made such additional representations and warranties as are
consistent with those set forth herein and are reasonably customary in
transactions involving private purchases of control positions in, and restricted
stock of, a public company. All claims and disputes arising out of or related to
this Term Sheet shall exclusively be subject to resolution by, and in accordance
with the commercial rules of, the American Arbitration Association by
arbitration conducted in Los Angeles, California. The Parties further agree that
any arbitrator's order or judgment issued pursuant hereto may be enforced in any
court of competent jurisdiction, and that the arbitrators appointed pursuant
hereto shall have the right to award specific performance. In the event any
action is necessary to enforce the rights of any of the Parties, the prevailing
party in any such action shall be entitled to reasonable attorneys fees in
addition to costs, including any arbitrators' costs and expenses. In the event
there is no prevailing Party, each Party to such arbitration shall bear the
fees, costs and expenses of the arbitrators equally.
This Term Sheet shall become effective upon the execution and delivery
hereof by each of the Parties, each of the parties to each thereof. All
signatures may be delivered in counterparts by facsimile or original
counterpart. By executing and delivering this Term Sheet, (i) NM acknowledges
its receipt of certificates representing the Initial Shares, and (ii)
Stockholder hereby acknowledges its receipt of $500,000 of Initial
Consideration.
AGREED AND ACCEPTED BY:
Purchaser:
NEVADA MANHATTAN MINING INCORPORATED
/s/ Neil H. Lewis, Sec.
BY: ____________________________________________________
Title: Secretary
Stockholder:
CAPCO ACQUISUB, INC.
/s/ Ilyas Chaudhary
BY: ____________________________________________________
Title: President
<PAGE> 11
Cusip No. 591475 10 8 13D Exhibit "1" Page 11 of 14 Pages
EXHIBIT A (TO EXHIBIT "1")
1. The Stockholder is duly organized, validly existing, and in good standing
under the laws of Colorado.
2. The Stockholder has full power and authority (including full corporate
power and authority) to execute and deliver this Term Sheet and to perform
his or its obligations hereunder. This Term Sheet constitutes the valid and
legally binding obligation of the Stockholder, enforceable in accordance
with its terms and conditions. The Stockholder need not give any notice to,
make any filing with, or obtain any authorization, consent, or approval of
any government or governmental agency in order to consummate the
transactions contemplated by this Term Sheet.
3. Neither the execution and the delivery of this Term Sheet, nor the
consummation of the transactions contemplated hereby, will (A) violate any
constitution, statute, regulation, rule, injunction, judgment, order,
decree, ruling, charge, or other restriction of any government,
governmental agency, or court to which the Stockholder is subject or, if
the Stockholder is a corporation, any provision of its charter or bylaws or
(B) conflict with, result in a breach of, constitute a default under,
result in the acceleration of, create in any party the right to accelerate,
terminate, modify, or cancel, or require any notice under any agreement,
contract, lease, license, instrument, or other arrangement to which the
Stockholder is a party or by which it is bound or to which any of his or
its assets is subject.
4. The Stockholder has no liability or obligation to pay any fees or
commissions to any broker, finder, or agent with respect to the
transactions contemplated by this Term Sheet for which NM could become
liable or obligated.
5. The Stockholder holds of record and owns beneficially the Shares which
Stockholder is selling to NM as of the date this representation is made,
free and clear of any restrictions on transfer (other than any restrictions
under the Securities Act and state securities laws and, except that,
pursuant to the terms of an agreement with the Company, a copy of which has
been delivered by the Stockholder to NM (the "Stockholder Agreement"), the
Shares may not be sold at a date earlier than December 31, 1999), taxes,
security interests, options, warrants, purchase rights, contracts,
commitments, equities, claims, and demands. All restrictions on transfer of
the Shares under the Stockholder Agreement have been effectively waived
with respect to the Transaction, and the Transaction will not constitute or
cause a breach of the Stockholder Agreement. The Stockholder is not a party
to any option, warrant, purchase right, or other contract or commitment
that could require the Stockholder to sell, transfer, or otherwise dispose
of any capital stock of the Company (other than this Term Sheet). The
Stockholder is not a party to any voting trust, proxy, or other agreement
or understanding with respect to the voting of any capital stock of the
Company.
<PAGE> 12
Cusip No. 591475 10 8 13D Exhibit "1" Page 12 of 14 Pages
6. The statements and information provided to NM by or on behalf of
Stockholder in, or in connection with, this Term Sheet (including the
representations and warranties contained herein and information provided
relating to NM's due diligence investigation concerning the Transaction) do
not, and will not, contain any untrue statement of a material fact or omit
to state any material fact necessary in order to make any such statements
or information not misleading.
7. To the best knowledge of the Stockholder, Company has made all filings with
the Securities and Exchange Commission ("SEC") that it has been required to
make under the Securities Act and the Securities Exchange Act (collectively
the "Company Public Reports"). Each of the Company Public Reports, as of
its respective date (and, with respect to the most recent Company Public
Report, as of the date hereof) has complied with the Securities Act and the
Securities Exchange Act in all material respects.
8. To the best knowledge of the Stockholder, except for (i) liabilities
disclosed in the Company Public Reports, and (ii) liabilities which have
arisen after January 1, 1998 in the ordinary course of business (none of
which results from, arises out of, relates to, is in the nature of, or was
caused by any breach of contract, breach of warranty, tort, infringement,
or violation of law), none of Company or any of its subsidiaries has any
liability (whether known or unknown, whether asserted or unasserted,
whether absolute or contingent, whether accrued or unaccrued, whether
liquidated or unliquidated, whether arising under environmental law or
other applicable law or otherwise, and whether due or to become due),
including any liability for any taxes, which, individually or in the
aggregate, would have a material adverse effect on Company.
9. The entire authorized capital stock of Company is as follows:
Class of Stock Authorized Number Issued and Outstanding
of Shares (excluding treasury shares)
Common Stock 10,000,000 3,458,892
(ii) Ninety Seven Thousand (97,000) shares of Company capital
stock are held in the Company's treasury. All of the issued and
outstanding shares of the Company's capital stock, and all capital
stock of each of Company's subsidiaries, have been duly authorized and
are validly issued, fully paid, and nonassessable. There are no
outstanding or authorized options, warrants, purchase rights,
subscription rights, conversion rights, exchange rights, or other
contracts or commitments that could require Company or any of its
subsidiaries to issue, sell, or otherwise cause to become outstanding
any of its capital stock except for 350,534 options outstanding under
the Employees Stock Option Plan. There are no outstanding or
authorized stock appreciation, phantom stock, profit participation, or
similar rights with respect to Company or any of its subsidiaries
except as reported in the Company Public Reports except outstanding
warrants to purchase 1,372,000 shares of Company common stock.
<PAGE> 13
Cusip No. 591475 10 8 13D Exhibit "2" Page 13 of 14 Pages
EXHIBIT "2"
PERSONAL GUARANTY
WHEREAS, CAPCO ACQUISUB, INC., a Colorado corporation (hereinafter referred
to as "Stockholder"), is entering into a Term Sheet (the "Term Sheet") of even
date herewith with NEVADA MANHATTAN MINING INCORPORATED, a Nevada corporation
("NM"); and
WHEREAS, NM is willing to enter in the Term Sheet with Stockholder on the
condition it receives the guaranty of the undersigned, ILYAS CHAUDHARY, covering
the obligations of the Stockholder to NM in accordance with the terms hereof;
WHEREAS, the undersigned owns substantially all of Stockholder and will
benefit substantially from the Term Sheet;
NOW THEREFORE, in consideration of inducing NM to enter into the Term Sheet
with Stockholder, the undersigned hereby guaranties, absolutely and
unconditionally, to NM the punctual performance when due and to become due of
all obligations of Stockholder to pay up to Five Hundred Thousand Dollars
($500,000) in liquidated damages to NM under the Term Sheet (collectively, the
"Obligations").
The undersigned hereby expressly waives notice of the acceptance of this
Guaranty by NM; presentment and demand with respect to any Obligations under
this Guaranty; protest and notice of dishonor, default, or non-payment to the
undersigned with respect to any Obligations; any right to require suit against
Stockholder before enforcing this Guaranty; and any right of applied before
enforcing this Guaranty; and any right of subrogation to any of NM's rights
against Stockholder unless and until the liabilities of the Stockholder are
indefeasibly satisfied in full.
The undersigned hereby consent and agree that from time to time, with or
without notice to or assent from the undersigned, and security held by or
available to NM for any Obligations of Stockholder may be exchanged,
surrendered, or released and any Obligations or Stockholder may be changed,
altered, renewed, extended, waived, or released in whole or in part and
generally deal with Stockholder or any security as NM may see fit, and the
undersigned shall remain bound under this Guaranty notwithstanding any such
exchange, surrender, release, change, or alteration of collateral.
The undersigned further agrees with NM that all present and future
Obligations of the Stockholder to the undersigned, if any, shall be and is
subordinated to, assigned, and transferred to NM and pledged and made security
for the payment of all Obligations of the Stockholder to NM; and that the
undersigned shall on request by NM execute such assignment and transfer as
<PAGE> 14
Cusip No. 591475 10 8 13D Exhibit "2" Page 14 of 14 Pages
NM may request to evidence that assignment hereby agreed to; and the
undersigned hereby enforce payment of said Obligations in any proceeding
whatsoever affecting the Stockholder or its property and to take any action in
regard to the Obligations which the undersigned might otherwise do.
This Guaranty shall enure to the benefit of NM and its successors and
assigns and each reference to the undersigned shall be deemed to include his
successors and assigns, heirs, executors, administrators, and legal
representatives.
No delay on the part of NM in exercising any rights hereunder or its
failure to exercise same shall operate as a waiver of such rights and the
failure by NM to provide any notice or demand to the undersigned shall not be
deemed to be a waiver of any obligation of the undersigned or of the right of NM
to take other or further action without notice or demand as provided herein. In
any event, no notification or waiver of the provisions hereof shall be effective
unless in writing and signed by NM nor shall any waiver be applicable except in
the specific instance or matter for which given.
The undersigned hereby waives any and all rights and defenses available to
the undersigned by reason of California Civil Code ("Code") sections 2787 to
2855, inclusive. The undersigned hereby waives any and all rights of
subrogation, reimbursement, indemnification, contribution and election of
remedies and any other rights and defenses that are or may become available to
the undersigned by reason of said sections of the Code. The undersigned hereby
waives any requirement that NM exhaust any right or take any action or proceed
in any particular order against the undersigned or any other person or any
security or collateral with respect to any of the Obligations.
This Agreement shall be deemed to be c contract entered into and made
pursuant to the laws of the State of California and shall be in all respects be
governed, construed, and enforced in accordance with the laws of said state.
IN WITNESS WHEREOF, this Guaranty has been executed and delivered to NM by
the undersigned this 30 day of December, 1998.
/s/ Ilyas Chaudhary
_____________________________
ILYAS CHAUDHARY
