pv1010.htm


    
      

      

    

    Exhibit
10.10

     

    SUBSIDIARY
GUARANTY

     

    
      	
              New
      York, New York

            	
              May
      28, 2008

            


    

     

    FOR VALUE
RECEIVED, and in consideration of note purchases from, loans made or to be made
or credit otherwise extended or to be extended by the Purchasers (as defined
below) to or for the account of Pervasip Corp. (f/k/a/  eLEC
Communications Corp.), a New York corporation (the “Company”), from time
to time and at any time and for other good and valuable consideration and to
induce the Purchasers, in their discretion, to purchase such notes, make such
loans or extensions of credit and to make or grant such renewals, extensions,
releases of collateral or relinquishments of legal rights as the Creditor
Parties (as defined below) may deem advisable, each of the undersigned (and each
of them if more than one, the liability under this Guaranty being joint and
several) (jointly and severally referred to as “Guarantors” or “the undersigned”)
unconditionally guaranties to the Creditor Parties, their successors, endorsees
and assigns the prompt payment when due (whether by acceleration or otherwise)
of all present and future obligations and liabilities of any and all kinds of
the Company to the Creditor Parties and of all instruments of any nature
evidencing or relating to any such obligations and liabilities upon which the
Company or one or more parties and the Company is or may become liable to the
Creditor Parties, whether incurred by the Company as maker, endorser, drawer,
acceptor, guarantors, accommodation party or otherwise, and whether due or to
become due, secured or unsecured, absolute or contingent, joint or several, and
however or whenever acquired by the Creditor Parties, whether arising under, out
of, or in connection with (i) that certain Securities Purchase Agreement dated
as of the date hereof (as amended, restated, modified and/or supplemented from
time to time, the “Securities Purchase
Agreement”) by and between the Company, the purchasers named therein or
which thereafter become a party thereto (each a “Purchaser” and
collectively, the “Purchasers”) and LV
Administrative Services, Inc., as administrative and collateral agent for the
Purchasers (in such capacity, the “Agent”) (the
Purchasers and the Agent, each a “Creditor Party” and
collectively, the “Creditor Parties”)
and (ii) each Related Agreement referred to in the Securities Purchase Agreement
(the Securities Purchase Agreement and each Related Agreement, as each may be
amended, modified, restated or supplemented from time to time, are collectively
referred to herein as the “Documents”), or any
documents, instruments or agreements relating to or executed in connection with
the Documents or any documents, instruments or agreements referred to therein or
otherwise, or any other indebtedness, obligations or liabilities of the Company
to the Creditor Parties, whether now existing or hereafter arising, direct or
indirect, liquidated or unliquidated, absolute or contingent, due or not due and
whether under, pursuant to or evidenced by a note, agreement, guaranty,
instrument or otherwise (all of which are herein collectively referred to as the
“Obligations”),
and irrespective of the genuineness, validity, regularity or enforceability of
such Obligations, or of any instrument evidencing any of the Obligations or of
any collateral therefor or of the existence or extent of such collateral, and
irrespective of the allowability, allowance or disallowance of any or all of the
Obligations in any case commenced by or against the Company under Title 11,
United States Code, including, without limitation, obligations or indebtedness
of the Company for post-petition interest, fees, costs and charges that would
have accrued or been added to the Obligations but for the commencement of such
case.  Terms not otherwise defined herein shall have the meaning
assigned such terms in the Securities Purchase Agreement.  In
furtherance of the foregoing, the undersigned hereby agrees as
follows:

     

    1. No
Impairment.  The Creditor Parties may at any time and from time
to time, either before or after the maturity thereof, without notice to or
further consent of the undersigned, extend the time of payment of, exchange or
surrender any collateral for, renew or extend any of the Obligations or increase
or decrease the interest rate thereon, or any other agreement with the Company
or with any other party to or person liable on any of the Obligations, or
interested therein, for the extension, renewal, payment, compromise, discharge
or release thereof, in whole or in part, or for any modification of the terms
thereof or of any agreement between any Creditor Party and the Company or any
such other party or person, or make any election of rights the Creditor Parties
may deem desirable under the United States Bankruptcy Code, as amended, or any
other federal or state bankruptcy, reorganization, moratorium or insolvency law
relating to or affecting the enforcement of creditors’ rights generally (any of
the foregoing, an “Insolvency Law”)
without in any way impairing or affecting this Guaranty.  This
instrument shall be effective regardless of the subsequent incorporation, merger
or consolidation of the Company, or any change in the composition, nature,
personnel or location of the Company and shall extend to any successor entity to
the Company, including a debtor in possession or the like under any Insolvency
Law.

     

    2. Guaranty
Absolute.  Subject to Section 5(c) hereof, each of the
undersigned jointly and severally guarantees that the Obligations will be paid
strictly in accordance with the terms of the Documents and/or any other
document, instrument or agreement creating or evidencing the Obligations,
regardless of any law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of the Company with
respect thereto.  Guarantors hereby knowingly accept the full range of
risk encompassed within a contract of “continuing guaranty” which risk includes
the possibility that the Company will contract additional indebtedness,
obligations and liabilities for which Guarantors may be liable hereunder after
the Company’s financial condition or ability to pay its lawful debts when they
fall due has deteriorated, whether or not the Company has properly authorized
incurring such additional indebtedness, obligations and
liabilities.  The undersigned acknowledge that (i) no oral
representations, including any representations to extend credit or provide other
financial accommodations to the Company, have been made by any Creditor Party to
induce the undersigned to enter into this Guaranty and (ii) any extension of
credit to the Company shall be governed solely by the provisions of the
Documents.  The liability of each of the undersigned under this
Guaranty shall be absolute and unconditional, in accordance with its terms, and
shall remain in full force and effect without regard to, and shall not be
released, suspended, discharged, terminated or otherwise affected by, any
circumstance or occurrence whatsoever, including, without limitation: (a) any
waiver, indulgence, renewal, extension, amendment or modification of or
addition, consent or supplement to or deletion from or any other action or
inaction under or in respect of the Documents or any other instruments or
agreements relating to the Obligations or any assignment or transfer of any
thereof, (b) any lack of validity or enforceability of any Document or other
documents, instruments or agreements relating to the Obligations or any
assignment or transfer of any thereof, (c) any furnishing of any additional
security to the Creditor Parties or their assignees or any acceptance thereof or
any release of any security by the Creditor Parties or their assignees, (d) any
limitation on any party’s liability or obligation under the Documents or any
other documents, instruments or agreements relating to the Obligations or any
assignment or transfer of any thereof or any invalidity or unenforceability, in
whole or in part, of any such document, instrument or agreement or any term
thereof, (e) any bankruptcy, insolvency, reorganization, composition,
adjustment, dissolution, liquidation or other like proceeding relating to the
Company, or any action taken with respect to this Guaranty by any trustee or
receiver, or by any court, in any such proceeding, whether or not the
undersigned shall have notice or knowledge of any of the foregoing, (f) any
exchange, release or nonperfection of any collateral, or any release, or
amendment or waiver of or consent to departure from any guaranty or security,
for all or any of the Obligations or (g) any other circumstance which might
otherwise constitute a defense available to, or a discharge of, the
undersigned.  Any amounts due from the undersigned to the Creditor
Parties shall bear interest until such amounts are paid in full at the highest
rate then applicable to the Obligations.  Obligations include
post-petition interest whether or not allowed or allowable.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

       

    

    3. Waivers.

     

    (a) This
Guaranty is a guaranty of payment and not of collection.  The Creditor
Parties shall be under no obligation to institute suit, exercise rights or
remedies or take any other action against the Company or any other person or
entity liable with respect to any of the Obligations or resort to any collateral
security held by it to secure any of the Obligations as a condition precedent to
the undersigned being obligated to perform as agreed herein and each of the
Guarantors hereby waives any and all rights which it may have by statute or
otherwise which would require the Creditor Parties to do any of the
foregoing.  Each of the Guarantors further consents and agrees that
the Creditor Parties shall be under no obligation to marshal any assets in favor
of Guarantors, or against or in payment of any or all of the
Obligations.  The undersigned hereby waives all suretyship defenses
and any rights to interpose any defense, counterclaim or offset of any nature
and description which the undersigned may have or which may exist between and
among any Creditor Party, the Company and/or the undersigned with respect to the
undersigned’s obligations under this Guaranty, or which the Company may assert
on the underlying debt, including but not limited to failure of consideration,
breach of warranty, fraud, payment (other than cash payment in full of the
Obligations), statute of frauds, bankruptcy, infancy, statute of limitations,
accord and satisfaction, and usury.

     

    (b) Each of
the undersigned further waives (i) notice of the acceptance of this Guaranty, of
the making of any such loans or extensions of credit, and of all notices and
demands of any kind to which the undersigned may be entitled, including, without
limitation, notice of adverse change in the Company’s financial condition or of
any other fact which might materially increase the risk of the undersigned and
(ii) presentment to or demand of payment from anyone whomsoever liable upon any
of the Obligations, protest, notices of presentment, non-payment or protest and
notice of any sale of collateral security or any default of any
sort.

     

    (c) Notwithstanding
any payment or payments made by the undersigned hereunder, or any setoff or
application of funds of the undersigned by any Creditor Party, the undersigned
shall not be entitled to be subrogated to any of the rights of such Creditor
Party against the Company or against any collateral or guarantee or right of
offset held by such Creditor Party for the payment of the Obligations, nor shall
the undersigned seek or be entitled to seek any contribution or reimbursement
from the Company in respect of payments made by the undersigned hereunder, until
all amounts owing to the Creditor Parties by the Company on account of the
Obligations are indefeasibly paid in full and the Purchasers’ obligation to
extend credit pursuant to the Documents have been terminated.  If,
notwithstanding the foregoing, any amount shall be paid to the undersigned on
account of such subrogation rights at any time when all of the Obligations shall
not have been paid in full and the Purchasers’ obligation to extend credit
pursuant to the Documents shall not have been terminated, such amount shall be
held by the undersigned in trust for the Creditor Parties, segregated from other
funds of the undersigned, and shall forthwith upon, and in any event within two
(2) business days of, receipt by the undersigned, be turned over to the Agent in
the exact form received by the undersigned (duly endorsed by the undersigned to
the Agent, if required), to be applied against the Obligations, whether matured
or unmatured, in such order as the Agent may determine, subject to the
provisions of the Documents.  Any and all present and future debts,
obligations and liabilities of the Company to any of the undersigned are hereby
waived and postponed in favor of, and subordinated to the full payment and
performance of, all present and future debts and Obligations of the Company to
the Creditor Parties.

     

    4. Security.  All
sums at any time to the credit of the undersigned and any property of the
undersigned in any Creditor Party’s possession or in the possession of any bank,
financial institution or other entity that directly or indirectly, through one
or more intermediaries, controls or is controlled by, or is under common control
with, such Creditor Party (each such entity, an “Affiliate”) shall be
deemed held by such Creditor Party or such Affiliate, as the case may be, as
security for any and all of the undersigned’s obligations and liabilities to the
Creditor Parties and to any Affiliate of the Creditor Parties, no matter how or
when arising and whether under this or any other instrument, agreement or
otherwise.

     

    5. Representations and
Warranties.  Each of the undersigned respectively, hereby
jointly and severally represents and warrants (all of which representations and
warranties shall survive until all Obligations are indefeasibly satisfied in
full and the Documents have been irrevocably terminated), that:

     

    (a) Corporate
Status.  It is a corporation, partnership or limited liability
company, as the case may be, duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization indicated on the
signature page hereof and has full power, authority and legal right to own its
property and assets and to transact the business in which it is
engaged.

     

    (b) Authority and
Execution.  It has full power, authority and legal right to
execute and deliver, and to perform its obligations under, this Guaranty and has
taken all necessary corporate, partnership or limited liability company, as the
case may be, action to authorize the execution, delivery and performance of this
Guaranty.

     

    (c) Legal, Valid and Binding
Character.  This Guaranty constitutes its legal, valid and
binding obligation enforceable in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other laws of general application affecting the
enforcement of creditor’s rights and general principles of equity that restrict
the availability of equitable or legal remedies.

     

    (d) Violations.  The
execution, delivery and performance of this Guaranty will not violate any
requirement of law applicable to it or any contract, agreement or instrument to
which it is a party or by which it or any of its property is bound or result in
the creation or imposition of any mortgage, lien or other encumbrance other than
in favor of the Agent, for the ratable benefit of the Creditor Parties, on any
of its property or assets pursuant to the provisions of any of the foregoing,
which, in any of the foregoing cases, could reasonably be expected to have,
either individually or in the aggregate, a Material Adverse Effect.

     

    
      
        
        

      

      
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    (e) Consents or
Approvals.  No consent of any other person or entity
(including, without limitation, any creditor of the undersigned) and no consent,
license, permit, approval or authorization of, exemption by, notice or report
to, or registration, filing or declaration with, any governmental authority is
required in connection with the execution, delivery, performance, validity or
enforceability of this Guaranty by it, except to the extent that the failure to
obtain any of the foregoing could not reasonably be expected to have, either
individually or in the aggregate, a Material Adverse Effect.

     

    (f) Litigation.  No
litigation, arbitration, investigation or administrative proceeding of or before
any court, arbitrator or governmental authority, bureau or agency is currently
pending or, to the best of its knowledge, threatened (i) with respect to this
Guaranty or any of the transactions contemplated by this Guaranty or (ii)
against or affecting it, or any of its property or assets, which, in each of the
foregoing cases, if adversely determined, could reasonably be expected to have a
Material Adverse Effect.

     

    (g) Financial
Benefit.  It has derived or expects to derive a financial or
other advantage from each and every loan, advance or extension of credit made
under the Documents or other Obligation incurred by the Company to the Creditor
Parties.

     

    6. Acceleration.

     

    (a) If any
breach of any covenant or condition or other event of default shall occur and be
continuing under any agreement made by the Company or any of the undersigned to
any Creditor Party, or either the Company or any of the undersigned should at
any time become insolvent, or make a general assignment, or if a proceeding in
or under any Insolvency Law shall be filed or commenced by, or in respect of,
any of  the undersigned, or if a notice of any lien, levy, or
assessment is filed of record with respect to any assets of any of the
undersigned by the United States of America or any department, agency, or
instrumentality thereof, or if any taxes or debts owing at any time or times
hereafter to any one of them becomes a lien or encumbrance upon any assets of
the undersigned in any Creditor Party’s possession, or otherwise, any and all
Obligations shall for purposes hereof, at the Creditor Parties’ option, be
deemed due and payable without notice notwithstanding that any such Obligation
is not then due and payable by the Company.

     

    (b) Each of
the undersigned will promptly notify the Agent of any default by such
undersigned in its respective performance or observance of any term or condition
of any agreement to which the undersigned is a party if the effect of such
default is to cause, or permit the holder of any obligation under such agreement
to cause, such obligation to become due prior to its stated maturity and, if
such an event occurs, the Creditor Parties shall have the right to accelerate
such undersigned’s obligations hereunder.

     

    7. Payments from
Guarantors.  The Creditor Parties, in their sole and absolute
discretion, with or without notice to the undersigned, may apply on account of
the Obligations any payment from the undersigned or any other guarantors, or
amounts realized from any security for the Obligations, or may deposit any and
all such amounts realized in a non-interest bearing cash collateral deposit
account to be maintained as security for the Obligations.

     

    8. Costs.  The
undersigned shall pay on demand, all costs, fees and expenses (including
expenses for legal services of every kind) relating or incidental to the
enforcement or protection of the rights of the Creditor Parties hereunder or
under any of the Obligations.

     

    9. No
Termination.  This is a continuing irrevocable guaranty and
shall remain in full force and effect and be binding upon the undersigned, and
each of the undersigned’s successors and assigns, until all of the Obligations
have been paid in full and the Purchasers’ obligation to extend credit pursuant
to the Documents has been irrevocably terminated.  If any of the
present or future Obligations are guarantied by persons, partnerships,
corporations or other entities in addition to the undersigned, the death,
release or discharge in whole or in part or the bankruptcy, merger,
consolidation, incorporation, liquidation or dissolution of one or more of them
shall not discharge or affect the liabilities of any undersigned under this
Guaranty.

     

    10. Recapture.  Anything
in this Guaranty to the contrary notwithstanding, if any Creditor Party receives
any payment or payments on account of the liabilities guaranteed hereby, which
payment or payments or any part thereof are subsequently invalidated, declared
to be fraudulent or preferential, set aside and/or required to be repaid to a
trustee, receiver, or any other party under any Insolvency Law, common law or
equitable doctrine, then to the extent of any sum not finally retained by the
Creditor Parties, the undersigned’s obligations to the Creditor Parties shall be
reinstated and this Guaranty shall remain in full force and effect (or be
reinstated) until payment shall have been made to the Creditor Parties, which
payment shall be due on demand.

     

    11. Books and
Records.  The books and records of the Agent showing the
account between the Creditor Parties and the Company shall be admissible in
evidence in any action or proceeding, shall be binding upon the undersigned for
the purpose of establishing the items therein set forth and shall constitute
prima facie proof thereof.

     

    12. No
Waiver.  No failure on the part of any Creditor Party to
exercise, and no delay in exercising, any right, remedy or power hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise by any
Creditor Party of any right, remedy or power hereunder preclude any other or
future exercise of any other legal right, remedy or power.  Each and
every right, remedy and power hereby granted to the Creditor Parties or allowed
it by law or other agreement shall be cumulative and not exclusive of any other,
and may be exercised by the Creditor Parties at any time and from time to
time.

     

    
      
        
        

      

      
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    13. Waiver of Jury Trial.
EACH OF THE UNDERSIGNED DOES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED ON OR WITH
RESPECT TO THIS GUARANTY OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR
RELATING OR INCIDENTAL HERETO.  THE UNDERSIGNED DOES HEREBY CERTIFY
THAT NO REPRESENTATIVE OR AGENT OF ANY CREDITOR PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH CREDITOR PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.

     

    14. Governing Law; Jurisdiction;
Amendments.  THIS INSTRUMENT CANNOT BE CHANGED OR TERMINATED
ORALLY, AND SHALL BE GOVERNED, CONSTRUED AND INTERPRETED AS TO VALIDITY,
ENFORCEMENT AND IN ALL OTHER RESPECTS IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK WITHOUT HAVING EFFECT TO PRINCIPLES OF CONFLICTS OF
LAWS.  EACH OF THE UNDERSIGNED EXPRESSLY CONSENTS TO THE JURISDICTION
AND VENUE OF THE SUPREME COURT OF THE STATE OF NEW YORK, COUNTY OF NEW YORK, AND
OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR
ALL PURPOSES IN CONNECTION HEREWITH.  ANY JUDICIAL PROCEEDING BY THE
UNDERSIGNED AGAINST ANY CREDITOR PARTY INVOLVING, DIRECTLY OR INDIRECTLY ANY
MATTER OR CLAIM IN ANY WAY ARISING OUT OF, RELATED TO OR CONNECTED HEREWITH
SHALL BE BROUGHT ONLY IN THE SUPREME COURT OF THE STATE OF NEW YORK, COUNTY OF
NEW YORK OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW
YORK.  THE UNDERSIGNED FURTHER CONSENTS THAT ANY SUMMONS, SUBPOENA OR
OTHER PROCESS OR PAPERS (INCLUDING, WITHOUT LIMITATION, ANY NOTICE OR MOTION OR
OTHER APPLICATION TO EITHER OF THE AFOREMENTIONED COURTS OR A JUDGE THEREOF) OR
ANY NOTICE IN CONNECTION WITH ANY PROCEEDINGS HEREUNDER, MAY BE SERVED INSIDE OR
OUTSIDE OF THE STATE OF NEW YORK OR THE SOUTHERN DISTRICT OF NEW YORK BY
REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, OR BY PERSONAL SERVICE
PROVIDED A REASONABLE TIME FOR APPEARANCE IS PERMITTED, OR IN SUCH OTHER MANNER
AS MAY BE PERMISSIBLE UNDER THE RULES OF SAID COURTS.  EACH OF THE
UNDERSIGNED WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION
INSTITUTED HEREON AND SHALL NOT ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION
OR VENUE OR BASED UPON FORUM NON CONVENIENS.

     

    15. Severability.  To
the extent permitted by applicable law, any provision of this Guaranty which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

     

    16. Amendments,
Waivers.  No amendment or waiver of any provision of this
Guaranty nor consent to any departure by the undersigned therefrom shall in any
event be effective unless the same shall be in writing executed by each of the
undersigned directly affected by such amendment and/or waiver and the
Agent.

     

    17. Notice.  All
notices, requests and demands to or upon the undersigned, shall be in writing
and shall be deemed to have been duly given or made (a) when delivered, if by
hand, (b) three (3) days after being sent, postage prepaid, if by
registered or certified mail, (c) when confirmed electronically, if by
facsimile, or (d) when delivered, if by a recognized overnight delivery service
in each event, to the numbers and/or address set forth beneath the signature of
the undersigned.

     

    18. Successors.  Each
Creditor Party may, from time to time, without notice to the undersigned, sell,
assign, transfer or otherwise dispose of all or any part of the Obligations
and/or rights under this Guaranty.  Without limiting the generality of
the foregoing, each Creditor Party may assign, or grant participations to, one
or more banks, financial institutions or other entities all or any part of any
of the Obligations.  In each such event, the Creditor Parties, their
Affiliates and each and every immediate and successive purchaser, assignee,
transferee or holder of all or any part of the Obligations shall have the right
to enforce this Guaranty, by legal action or otherwise, for its own benefit as
fully as if such purchaser, assignee, transferee or holder were herein by name
specifically given such right.  The Creditor Parties shall have an
unimpaired right to enforce this Guaranty for its benefit with respect to that
portion of the Obligations which the Creditor Parties have not disposed of,
sold, assigned, or otherwise transferred.

     

    19. Additional
Guarantors.  It is understood and agreed that any person or
entity that desires to become a Guarantor hereunder, or is required to execute a
counterpart of this Guaranty after the date hereof pursuant to the requirements
of any Document, shall become a Guarantor hereunder by (x) executing a joinder
agreement in form and substance satisfactory to the Agent, (y) delivering
supplements to such exhibits and annexes to such Documents as the Agent shall
reasonably request and/or as may be required by such joinder agreement and (z)
taking all actions as specified in this Guaranty as would have been taken by
such Guarantor had it been an original party to this Guaranty, in each case with
all documents required above to be delivered to the Agent and with all documents
and actions required above to be taken to the reasonable satisfaction of the
Agent.

     

    20. Release.  Nothing
except cash payment in full of the Obligations shall release any of the
undersigned from liability under this Guaranty.

     

    21. Limitation of Obligations
under this Guaranty.  Each Guarantor and each Creditor Party
(by its acceptance of the benefits of this Guaranty) hereby confirms that it is
its intention that this Guaranty not constitute a fraudulent transfer or
conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent
Conveyance Act of any similar Federal or state law.  To effectuate the
foregoing intention, each Guarantor and each Creditor Party (by its acceptance
of the benefits of this Guaranty) hereby irrevocably agrees that the Obligations
guaranteed by such Guarantor shall be limited to such amount as will, after
giving effect to such maximum amount and all other (contingent or otherwise)
liabilities of such Guarantor that are relevant under such laws and after giving
effect to any rights to contribution pursuant to any agreement providing for an
equitable contribution among such Guarantor and the other Guarantors (including
this Guaranty), result in the Obligations of such Guarantor under this Guaranty
in respect of such maximum amount not constituting a fraudulent transfer or
conveyance.

     

    [REMAINDER
OF THIS PAGE IS BLANK.

     

    SIGNATURE
PAGE IMMEDIATELY FOLLOWS]

    

      
        
           


        

        
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    IN
WITNESS WHEREOF, this Guaranty has been executed by the undersigned this 28th
day of May, 2008.

     

    VOX
COMMUNICATIONS CORP.

     

    
      	
               
      

            	
              By:

            	
              /s/ Paul H.
      Riss

            	 


    

    
      	
               
      

            	
              Name:
      Paul H. Riss

            


    

    
      	
               
      

            	
              Title:
      Chief Executive Officer

            


    

     

    
      	
               
      

            	
              Address:

            	
              75
      South Broadway, Suite 302

            


    

    
      	
               
      

            	
              White
      Plains, NY 10602

            


    

    
      	
               
      

            	
              Facsimile:914-682-0820

            


    

    
      	
               
      

            	
              State
      of
Incorporation:  Delaware

            


    

     

    
      	
               
      

            	
              AVI
      HOLDING CORP.

            


    

     

    
      	
               
      

            	
              By:

            	
              /s/ Paul H.
      Riss

            	 


    

    
      	
               
      

            	
              Name:
      Paul H. Riss

            


    

    
      	
               
      

            	
              Title:
      Chief Executive Officer

            


    

     

    
      	
               
      

            	
              Address:

            	
              75
      South Broadway, Suite 302

            


    

    
      	
               
      

            	
              White
      Plains, NY 10602

            


    

    
      	
               
      

            	
              Facsimile:914-682-0820

            


    

    
      	
               
      

            	
              State
      of Incorporation:  Texas

            


    

     

    TELCOSOFTWARE.COM
CORP.

     

    
      	
               
      

            	
              By:

            	
              /s/ Paul H.
      Riss

            	 


    

    
      	
               
      

            	
              Name:
      Paul H. Riss

            


    

    
      	
               
      

            	
              Title:
      Chief Executive Officer

            


    

     

    
      	
               
      

            	
              Address:

            	
              75
      South Broadway, Suite 302

            


    

    
      	
               
      

            	
              White
      Plains, NY 10602

            


    

    
      	
               
      

            	
              Facsimile:914-682-0820

            


    

    
      	
               
      

            	
              State
      of
Incorporation:  Delaware

            


    

     

    LINE ONE,
INC.

     

    
      	
               
      

            	
              By:

            	
              /s/ Paul H.
      Riss

            	 


    

    
      	
               
      

            	
              Name:
      Paul H. Riss

            


    

    
      	
               
      

            	
              Title:
      Chief Executive Officer

            


    

     

    
      	
               
      

            	
              Address:

            	
              75
      South Broadway, Suite 302

            


    

    
      	
               
      

            	
              White
      Plains, NY 10602

            


    

    
      	
               
      

            	
              Facsimile:914-682-0820

            


    

    
      	
               
      

            	
              State
      of Incorporation:  New
York

            


    


    
      
         


      

      
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