**Exhibit 10.11**

 

**GUARANTY**

 

THIS GUARANTY (“Guaranty”) is entered into by andbetween OPTA CORPORATION,a Delaware corporation (“Guarantor”), in favor of TCL MULTIMEDIA TECHNOLOGY HOLDINGS LIMITED, a Cayman Islandscompany (“Beneficiary”), as of July 26, 2005.

 

**RECITALS**

 

A.                                   Pursuantto the Purchase and Sale Agreement of even date herewith (the “PurchaseAgreement”) among OPTA SYSTEMS, LLC, a Delaware limited liability company doingbusiness as “GoVideo” (“Borrower”), Guarantor, Beneficiary, TCL INDUSTRIES (H.K.)HOLDINGS LIMITED, a Hong Kong company and ASIA FOCUS INDUSTRIAL LTD., a HongKong company, Borrower issued to Beneficiary a promissory note dated of evendate herewith (the “Note”), in the initial aggregate principal amount of$1,000,000.  The aggregate principalamount under the Note is subject to increase or decrease as set forth in thePurchase Agreement.

 

B.                                     Inorder to induce Beneficiary to accept the Note, Guarantor is delivering thisGuaranty.

 

**AGREEMENT**

** **

NOW, THEREFORE, in consideration of the foregoing andfor other good and valuable consideration, the receipt and adequacy of whichare hereby acknowledged, Guarantor hereby agrees as follows:

 

1.                                       **Guaranty**.

 

(a)                                  Guarantorhereby guarantees as primary obligor and not merely as surety, to Beneficiary,its successors and assigns, the full and faithful payment of all amounts owedand performance of each and every one of the obligations, responsibilities andundertakings to be carried out, performed or observed by Borrower under theNote.

 

(b)                                 Ifat any time Borrower, its successors or permitted assigns, fails, neglects orrefuses to pay amounts or perform any of its obligations, responsibilities orundertakings as expressly provided pursuant to the terms and conditions of theNote, then Guarantor shall pay such amounts or perform or cause to be performedsuch obligation, responsibility or undertaking as required pursuant to theterms and conditions of the Note.

 

2.                                       **Absolute**.  This Guaranty is irrevocable, absolute,present and unconditional.  The obligationsof Guarantor under this Guaranty shall not be affected, reduced, modified orimpaired upon the happening from time to time of any of the following events,whether or not with notice to (except as notice is otherwise expressly requiredherein) or the consent of Guarantor:

 

(a)                                  Thefailure to give notice to Guarantor of the occurrence of a default under theterms and provisions of this Guaranty or the Note, as the case may be;

 

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(b)                                 Themodification or amendment (in accordance with the terms of this Guaranty or theNote) (whether material or otherwise) of any obligation, covenant or agreementset forth herein or therein, as the case may be;

 

(c)                                  Anyfailure, omission, delay by, or inability on the part of Beneficiary to assertor exercise any right, power or remedy conferred on Beneficiary in thisGuaranty or the Note, as the case may be;

 

(d)                                 Atermination, dissolution, consolidation or merger of Borrower with or into anyother entity, the voluntary or involuntary liquidation, dissolution, sale orother disposition of all or substantially all of Borrower’s assets, themarshalling of Borrower’s assets and liabilities, the receivership, insolvency,bankruptcy, assignment for the benefit of creditors, reorganization,arrangement, composition with creditors, or readjustment of, or other similarproceedings affecting Borrower, Guarantor, or any of the assets of either;

 

(e)                                  Theassignment (in accordance with the terms of this Guaranty or the Note, as thecase may be) of any right, title or interest of Beneficiary herein or thereinto any other person; or

 

(f)                                    Anyother cause or circumstance, foreseen or unforeseen, whether similar ordissimilar to any of the foregoing; it being the intent of Guarantor that itsobligations hereunder shall not be discharged except by (i) payment ofamounts owing pursuant to this Guaranty and/or Note, and then only to theextent of such payment or payments; or (ii) full performance ofobligations under this Guaranty and/or Note, then only to the extent of suchperformed or discharged obligation or obligations.

 

3.                                       **Guaranty of Payment**.  The liability of Guarantor on this Guarantyis a guaranty of payment and performance and not of collectibility, and is notconditional or contingent on the genuineness, validity, regularity, or enforceabilityof the Note or the pursuit by Beneficiary of any remedies that it now has ormay hereafter have with respect thereto.

 

4.                                       **Authorization**.  Guarantor hereby authorizes Beneficiary,without notice or demand and without affecting its liability hereunder, andwithout consent of Guarantor or prior notice to Guarantor, from time to timeto:

 

(a)                                  Makeany modifications to the Note with the consent of the parties thereto;

 

(b)                                 Assignthe Note and this Guaranty;

 

(c)                                  Takeand hold security for the performance of the obligations guaranteed herein withthe consent of the party providing such security; and

 

(d)                                 Acceptadditional guarantors.

 

5.                                       **Waiver and Release by Guarantor**.

 

(a)                                  Guarantorhereby waives the right to require Beneficiary to:

 

(i)                                     Proceedor exhaust any security held from any person;

 

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(ii)                                  Proceedagainst any other guarantor; or

 

(iii)                               Pursueany other remedy available to Beneficiary.

 

(b)                                 Untilthe obligations guaranteed hereby have been paid or otherwise discharged infull, Guarantor does hereby waive all rights of subrogation and any right toenforce any remedy which Beneficiary now has, or may have, against Borrower,and Guarantor does hereby waive any benefit of, and any right to participatein, any security now or hereafter held by Beneficiary.  Guarantor hereby waives any defense it mayhave now or in the future based on any election of remedies by Beneficiarywhich destroys Guarantor’s subrogation rights or Guarantor’s rights to proceedagainst Borrower for reimbursement and Guarantor acknowledges that it will beliable to Beneficiary even though Guarantor may well have no such recourseagainst Borrower.

 

(c)                                  Guarantorhereby waives notice of (i) acceptance and reliance on this Guaranty and (ii) noticeof default or demand in the case of default.

 

(d)                                 Guarantorhereby waives any right or defense it may now or hereafter have based upon (i) Beneficiary’srelease of any party who may be obligated to Beneficiary; (ii) Beneficiary’srelease or impairment of any collateral for the obligations or agreementsguaranteed under this Guaranty; and (iii) the modification or extension ofthe obligations or agreements guaranteed under this Guaranty.

 

(e)                                  Guarantorhereby waives any and all suretyship defenses now or hereafter available to itunder the California Civil Code or the California Commercial Code.

 

(f)                                    Withoutlimiting the generality of any other waiver or other provision of thisGuaranty, Guarantor hereby waives, to the maximum extent such waiver ispermitted by law, any and all benefits or defenses arising directly orindirectly under any one or more of:  (i) CaliforniaCivil Code Sections 2809, 2810, 2815, 2819, 2839, 2845, 2847, 2848, 2849, 2850,2899 and 3433; (ii) Chapter 2 of Title 14 of the California Civil Code; (iii) CaliforniaCode of Civil Procedure Sections 580a, 580b, 580c, 580d and 726; or (iv) CaliforniaCommercial Code 3605.

 

(g)                                 Guarantorhereby waives any duty on the part of Beneficiary to disclose to Guarantor anyfacts Beneficiary may now or hereafter know about Borrower or Borrowerfinancial condition regardless of whether Beneficiary has reason to believethat any such facts materially increase the risk beyond that which Guarantorintends to assume, or has reason to believe that such facts are unknown toGuarantor, or has a reasonable opportunity to communicate such facts toGuarantor.

 

6.                                       **Cessation of Liability**.  The liability of Guarantor hereunder shallnot in any way be affected by the cessation of the liability of Borrower forany reason other than full performance of all the obligations under the Note;including, without limitation, any and all obligations to indemnifyBeneficiary.

 

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7.                                       **Information**.  Guarantor hereby represents that Guarantor isfully aware of the financial condition and operation of Borrower and is in aposition by virtue of its relationship to Borrower to obtain all necessaryfinancial and operational information concerning Borrower.  Beneficiary need not disclose to Guarantorany information about:

 

(a)                                  TheNote or any modification thereto, and any action or non-action in connectiontherewith;

 

(b)                                 Anyother obligation guaranteed hereby;

 

(c)                                  Thefinancial condition or operation of Borrower; or

 

(d)                                 Anyother guaranties.

 

8.                                       **Subordination**.  Until the obligations guaranteed hereby havebeen paid or otherwise discharged in full, Guarantor does hereby subordinateany and all liability or indebtedness of Borrower owed to Guarantor to theobligations of Borrower to Beneficiary which arise under the Note.

 

9.                                       **Effect of Borrower’s Bankruptcy**.  The liability of the Guarantor under thisGuaranty shall in no way be affected by:

 

(a)                                  Therelease or discharge of Borrower in any creditor proceeding, receivership,bankruptcy, or other proceeding;

 

(b)                                 Theimpairment, limitation, or modification of the liability of Borrower or theestate of Borrower, or of any remedy for the enforcement of Borrower’sliability, which may result from the operation of any present or future provisionof the Bankruptcy Code (Title 11 of the United States Code, as amended; 11 USC§§101 1301) or any bankruptcy, insolvency, debtor relief statute (state orfederal), or any other statute, or from the decision of any court;

 

(c)                                  Therejection or disaffirmance of the indebtedness, or any portion of theindebtedness, in any such proceeding; or

 

(d)                                 Thecessation, from any cause whatsoever, whether consensual or by operation oflaw, of the liability of Borrower to Beneficiary resulting from any suchproceeding.

 

10.                                 **Claims in Bankruptcy**.  Guarantor will file all claims againstBorrower in any bankruptcy or other proceeding in which the filing of claims isrequired by law on any indebtedness of Borrower to Guarantor, and will assignto Beneficiary all rights of Guarantor on any such indebtedness. If Guarantordoes not file any such claim, Beneficiary, as attorney-in-fact for Guarantor,is authorized to do so in the name of Guarantor, or, in Beneficiary’sdiscretion, to assign the claim and to file a proof of claim in the name ofBeneficiary’s nominee. In all such cases, whether in bankruptcy or otherwise,the person or persons authorized to pay such claim shall pay to Beneficiary thefull amount of any such claim, and, to the full extent necessary for that purpose,Guarantor assigns to Beneficiary all of Guarantor’s rights to any such paymentsor distributions to which Guarantor would otherwise be entitled.

 

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11.                                 **Revival of Guaranty**.  All obligations of Guarantor under thisGuaranty shall remain in full force and effect notwithstanding any terminationof this Guaranty or the cancellation of any note or other document evidencingany obligation guaranteed hereunder until such time that payment andperformance of such obligations has indefeasibly vested in Beneficiary.

 

12.                                 **Miscellaneous**.

 

(a)                                  Notices.  All notices, demands, or requests from oneparty to another shall, unless otherwise specified herein, be deliveredpersonally, sent by mail, certified or registered, return receipt requested,sent by overnight courier or sent by facsimile, to the persons and addressesidentified below.  Any such notice,demand or request shall be deemed to have been received when personally delivered,five (5) days after mailing, the day after deposit with an overnightcourier, or upon delivery by facsimile in the manner set forth below:

 
| GUARANTOR:   | Opta Corporation                            |
|--------------|---------------------------------------------|
|         | 1350 Bayshore Highway, Suite 740       |
|         | Burlingame, CA 94010                        |
|         | Attn: Chief Executive  Officer              |
|         | Facsimile: (650)  579-3606                  |
|         |                                        |
| BENEFICIARY: | TCL Multimedia  Technology Holdings Limited |
|         | 13/F, TCL Tower                             |
|         | 8 Tai Chung Road                            |
|         | Tsuen Wan, N.T., Hong  Kong                 |
|         | Attn: Chairman                              |
|         | Facsimile: (852)  2405-8411                 |

 

or at such other address as such party may designateby ten (10) days’ advance written notice to the other parties pursuant tothis paragraph.

 

(b)                                 NoWaiver.  Failure or delay byBeneficiary or its assigns in exercising any right, power or privilegehereunder shall not operate as a waiver thereof; nor shall any single orpartial exercise thereof preclude any other or further exercise thereof or theexercise of any other right, power or privilege.

 

(c)                                  CaliforniaLaw.  This Guaranty shall be deemedto be a contract made under and shall be construed in accordance with andgoverned by the laws of the State of California.

 

(d)                                 Adviceof Counsel.  Guarantor expresslydeclares that it knows and understands the contents of this Guaranty and hashad an opportunity to consult with an attorney regarding its form and content.

 

(e)                                  Assignability.  This Guaranty shall be binding upon Guarantorand Guarantor’s representatives, successors and assigns and shall inure to thebenefit of Beneficiary, its successors and assigns, and their successors andassigns and respective personal representatives, successors and assignsaccording to the context hereof, except that Guarantor shall not have the rightto assign the obligations contained in this Guaranty.

 

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(f)                                    Severability.  If any provision hereof is invalid and unenforceablein any jurisdiction, then, to the fullest extent permitted by law, (i) theother provisions hereof shall remain in full force and effect in suchjurisdiction and shall be liberally construed in favor of Beneficiary in orderto carry out the intentions of the parties hereto as nearly as may be possibleand (ii) the invalidity or unenforceability of any provision hereof in anyjurisdiction shall not affect the validity or enforceability of such provisionin any other jurisdiction.

 

(g)                                 EntireAgreement.  This Guaranty embodiesthe entire agreement and understanding between Guarantor and Beneficiarypertaining to the subject matter of this Guaranty, and supersedes all prioragreements, understandings, negotiations, representations and discussions,whether verbal or written, of the parties, pertaining to that subject matter.

 

(h)                                 FurtherAssurances.  Guarantor will promptlyand duly execute and deliver to Beneficiary such further documents andassurances and take such further action as Beneficiary may from time to timereasonably request including, without limitation, any amendments hereto inorder to establish and protect the rights, interests and remedies created orintended to be created in favor of Beneficiary hereunder.

 

(i)                                     CumulativeRights.  The extent of Guarantor’sliability and all rights, powers, and remedies of Beneficiary hereunder andunder any other agreement now or at any time hereafter in force betweenBeneficiary and Guarantor, shall be cumulative and not alternative, and suchrights, powers, and remedies shall be in addition to all rights, powers, andremedies given to Beneficiary by law. This Guaranty is in addition to andexclusive of the guaranty of any other guarantor of any indebtedness ofBorrower to Beneficiary.

 

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IN WITNESS WHEREOF, the undersigned Guarantor hascaused this Guaranty to be duly executed as of the day and year first abovewritten.

 
|                                        | GUARANTOR:                   |
|---------------------------------------------|------------------------------|
|                                        |                         |   |
|                                        | Opta Corporation             |
|                                        |                         |   |
|                                        |                         |   |
|                                        | By:                          | /s/ Sean Wang,  Chief Operating Officer |
|                                        |                         |   |
| ACCEPTED AND  ACKNOWLEDGED:                 |                         |   |
|                                        |                         |   |
| Dated: July 26,  2005                  |                         |   |
|                                        |                         |   |
| TCL Multimedia  Technology Holdings Limited |                         |   |
|                                        |                         |   |
|                                        |                         |   |
| By:                                         | /s/ Li Dong  Sheng, Chairman |   |   |
|                                             |                              |  |  |  |

 

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