**Exhibit10.45**

** **

**CONTINUING GUARANTEE**

 

THISGUARANTEE is executed by the undersigned (hereinafter called “Guarantor”) infavor of Hana Financial, Inc. (hereinafter called “Hana”), with offices at1000 Wilshire Blvd., Suite 2000, Los Angeles, CA 90017, with respect tothe Indebtedness of Liquidmetal Technologies, Inc.,a Delaware corporation whose address is 30452 Esperanza, RanchoSanta Margarita, CA 92688 (referred to herein as the “Client”).

 

**1.             ContinuingGuarantee.      **For valuableconsideration which is hereby acknowledged, Guarantor hereby unconditionallyguarantees and promises to pay on demand to Hana, at the address indicatedabove, or at such other address as Hana may direct, in lawful money of theUnited States, and to perform for the benefit of Hana, when due, whether byacceleration or otherwise, all of the following: All loans, advances,indebtedness, liabilities, debit balances, covenants and duties and all other Indebtednessof whatever kind or nature at any time or from time to time owing by Client(s),whether individually or collectively, to Hana or any of Hana’s affiliates,whether fixed or contingent, known or unknown, liquidated or unliquidated,present or future, no matter how or when arising and whether under the Loan and Security Agreementexecuted by Hana and Client and made effective as of April 21, 2005 andany amendments executed thereto from time to time (the “Loan and SecurityAgreement”) or any other present or future agreement orotherwise, and including without limitation, all Indebtedness for purchasesmade by the Client from any other concern factored by Hana and any Promissory Note, Inventory Finance Agreement or a Factor Guaranteepresently existing or to be prepared in the future (collectively, the “Indebtedness”).  In addition, the Guarantor agreesto fully indemnify Hana against any claim, harm, loss, damage, liability, costsor expense (including all costs, attorneys’ fees, accounting fees andinvestigation fees incurred in connection with any action, suit, claim orproceeding relating thereto) resulting from or in any way relating to anyviolation, non-performance or breach by Client of a Loan andSecurity Agreement, any said Promissory Note,Inventory Finance Agreement or a Factor Guarantee whether presently existing orto exist in the future, or any breach of or failure to perform anyrepresentation, promise, agreement or warranty of Client, or any wrongful acts,conduct or omission or fraud of Client. As used herein, the term “Client” shall include any successor to the businessand assets of Client, and shall also include Client in its capacity as a debtoror debtor in possession under the federal Bankruptcy Code, and any trustee,custodian or receiver for Client or any of their assets, should Client hereafterbecome the subject of any bankruptcy or insolvency proceeding, voluntary orinvoluntary; and all indebtedness, liabilities and Indebtedness incurred by anysuch entity shall be included in the Indebtedness guarantied hereby.  Guarantor hereby acknowledges and agrees thatacceptance by Hana of this guaranty shall not constitute a commitment of anykind by Hana to permit Client to incur Indebtedness to Hana.  All sums due under this Guarantee shall bearinterest from the date due until the date paid at the highest rate charged withrespect to any of the Indebtedness. Notwithstanding any of the foregoing, theoutstanding Indebtedness due and owing to Hana as of the date of this Guaranteeis $593,848 (“Guarantor’s Obligation”) subject to applicable commission, feesand interest as described under the Loan and Security Agreement and said Guarantor’sObligation to Hana under this Guarantee shall also be limited to the saidamount. Hana further agrees to release this Guarantee upon its receipt of theGuarantor’s Obligation.  In addition,Hana shall not exercise its rights under this Guarantee and waives its rights asdescribed under “Section 9. Events of Default” under the Loan and SecurityAgreement as long as Guarantor’s Obligation is received by Hana on or prior to March 31,2009.  The timely payment of theGuarantor’s Obligation shall in effect cure the Events of Default relating to thenon-payment of Client Obligations only under the Loan and SecurityAgreement occurring up to the time of such cure.

 

**2.             Waivers.      **Guarantorhereby waives:  (a) presentment forpayment, notice of dishonor, demand, protest, and notice thereof as to anyinstrument, and all other notices and demands to which Guarantor might beentitled, including without limitation notice of all of the following: theacceptance hereof; the creation, existence, or acquisition of any Indebtedness;the amount of the Indebtedness from time to time outstanding; any foreclosuresale or other disposition of any property which secures any or all of theIndebtedness or which secures the 

 

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obligationsof any other guarantor of any or all of the Indebtedness; any adverse change inClient(s)’ financial position; any other fact that might increase Guarantor’srisk; any default, partial payment or non-payment of all or any part of theIndebtedness; the occurrence of any other Event of Default (as hereinafterdefined); any and all agreements and arrangements between Hana and Client andany changes, modifications, or extensions thereof, and any revocation,modification or release of any guaranty of any or all of the Indebtedness byany person; (b) any right to require Hana to institute suit against, or toexhaust its rights and remedies against, Client or any other person, or toproceed against any property of any kind that secures all or any part of theIndebtedness, or to exercise any right of offset or other right with respect toany reserves, credits or deposit accounts held by or maintained with Hana orany indebtedness of Hana to Client, or to exercise any other right or power, orpursue any other remedy Hana may have; (c) any defense arising by reasonof any disability or other defense of Client or any other guarantor or anyendorser, co-maker or other person, or by reason of the cessation from anycause whatsoever of any liability of Client or any other guarantor or anyendorser, co-maker or other person, with respect to all or any part of theIndebtedness, or by reason of any act or omission of Hana or others that directlyor indirectly results in the discharge or release of Client or any otherGuarantor or any other person or any Indebtedness or any security therefore,whether by operation of law or otherwise, (d) all rights of subrogation,reimbursement, and indemnity whatsoever, and all rights of recourse to or withrespect to any assets or property of Client or any collateral or security forany or all of the Indebtedness; (e) any defense arising by reason of anyfailure of Hana to obtain, perfect, maintain or keep in force any securityinterest in, or lien or encumbrance upon, any property of Client or any otherperson, (f) any defense based upon failure of Hana to give Guarantornotice of any sale or other disposition of any property securing any or all ofthe Indebtedness, or any defects in any such notice that may be given, orfailure of Hana to comply with any provision of applicable law in enforcing anysecurity interest in or lien upon any property securing any or all of theIndebtedness including, but not limited to, any failure by Hana to dispose ofany property securing any or all of the Indebtedness in a commerciallyreasonable manner; and (g) any defense based upon arising out of anybankruptcy, insolvency, reorganization, arrangement, readjustment of debt,liquidation or dissolution proceeding commenced by or against Client or anyother guarantor or any endorser, co-maker or other person, including withoutlimitation any discharge of, or bar against collecting, any of the Indebtedness(including without limitation any interest thereon), in or as a result of anysuch proceeding.  Until all of theIndebtedness has been paid, performed, and discharged in full, nothing shalldischarge or satisfy the liability of Guarantor hereunder except the fullperformance and payment of all of the Indebtedness.  In the event any payment with respect to anyor all of the Indebtedness by any person is repaid or returned by Hana becauseof any claim that such payment constituted a preferential transfer orfraudulent conveyance or for any other reason whatsoever, the liability ofGuarantor hereunder shall not be discharged or reduced by reason of suchpayment and Guarantor shall be and remain fully liable therefore.  Hana shall have full authority in its solediscretion to compromise or settle any such claim, and any amounts received byHana that are paid, repaid or returned as a part of such compromise orsettlement shall not discharge or reduce the liability of Guarantor hereunderand Guarantor shall be and remain fully liable therefore.

 

**3.             Consents.      **Guarantorhereby consents and agrees that, without notice to or by Guarantor and withoutaffecting or impairing in any way the obligations or liability of Guarantorhereunder, Hana may, from time to time before or after revocation of thisGuarantee, do any one or more of the following in Hana’s sole and absolutediscretion: (a) accelerate, accept partial payments of, compromise orsettle, renew, extend the time for the payment, discharge, or performance of,refuse to enforce, and release all or any parties to, any or all of theIndebtedness; (b) grant any other indulgence to Client or any other personin respect of any or all of the Indebtedness or any other matter; (c) accept,release, waive, surrender, enforce, exchange, modify, impair, or extend thetime for the performance, discharge, or payment of, any and all property of anykind securing any or all of the Indebtedness or any guaranty of any or all ofthe Indebtedness, or on which Hana at any time may have a lien, or refuse toenforce its rights or make any compromise or settlement or agreement thereforein respect of any or all of such property; (d) substitute or add, or takeany action or omit to take any action that results in the release of, any oneor more endorsers or guarantor of all or part of the Indebtedness, includingwithout limitation one or 

 

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moreparties to this Guarantee, regardless of any destruction or impairment of anyright of contribution or other right of Guarantor; (e) amend, alter orchange in any respect whatsoever any term or provision relating to any or allof the Indebtedness, including the rate of interest thereon, (f) apply anysums received from Client(s), any other guarantor, endorser, or cosigner, orfrom the disposition of any collateral or security, to any indebtednesswhatsoever owing from such person or secured by such collateral or security, insuch manner and order as Hana determines in its sole discretion, and regardlessof whether such indebtedness is part of the Indebtedness, is secured, or is dueand payable; (g) apply any sums received from Guarantor or from thedisposition of any collateral or security securing the obligations ofGuarantor, to any of the Indebtedness in such manner and order as Hanadetermines in its sole discretion, regardless of whether or not suchIndebtedness is secured or is due and payable. Guarantor consents and agrees that Hana shall be under no obligation tomarshal any assets in favor of Guarantor, or against or in payment of any orall of the Indebtedness.  Guarantorfurther consents and agrees that Hana shall have no duties or responsibilitieswhatsoever with respect to any property securing any or all of theIndebtedness.  Without limiting the generalityof the foregoing, Hana shall have no obligation to monitor, verify audit,examine, or obtain or maintain any insurance with respect to, any propertysecuring any or all of the Indebtedness.

 

**4****.             Acceleration.      **Notwithstandingthe terms of all or any part of the Indebtedness, the obligations of theGuarantor hereunder to pay and perform all of the Indebtedness shall, at theoption of Hana, immediately become due and payable, without notice, and withoutregard to the expressed maturity of any of the Indebtedness, in the event: (a) anywarranty, representation, statement, report, or certificate made or deliveredto Hana by Client or Guarantor, or any of their respective officers, partners,employees, or agents, is incorrect, false, untrue, or misleading when given inany material respect; or (b) Client or Guarantor shall fail to pay orperform when due all or any part of the Indebtedness; or (c) Guarantorshall fail to pay or perform when due any indebtedness or obligation ofGuarantor to Hana, whether under this Guarantee or any other instrument,document, or agreement heretofore or hereafter entered into; or (d) anyevent shall occur which results in the acceleration of the maturity of anyindebtedness of Client or Guarantor to others; or (e) Client or Guarantorshall fail promptly to perform or comply with any term or condition of anyagreement with any third party which does or may result in a material adverseeffect on the business of Client or Guarantor; or (f) there shall be madeor exist any levy, assessment, attachment, seizure, lien, or encumbrance forany cause or reason whatsoever upon all or any part of the property of Client orGuarantor (unless discharged by payment, release or bond not more than twenty(20) days after such event has occurred); or (g) there shall occur theliquidation, dissolution, termination of existence, insolvency, or businessfailure of Client or Guarantor, or the appointment of a receiver, trustee orcustodian for Client(s), Guarantor or all or any part of the property of eitherof them, or the assignment for the benefit of creditors by Client or Guarantor,or the commencement of any proceeding by or against Client or Guarantor underany reorganization, insolvency, arrangement, readjustment of debt, dissolutionor liquidation law or statute of any jurisdiction, now or hereafter in effect;or (h) Client or Guarantor shall be deceased or declared incompetent byany court or a guardian or conserver shall be appointed for either of them orfor the property of either of them; or (i) Client or Guarantor shallconceal, remove or permit to be concealed or removed nay part of its property,with intent to hinder, delay or defraud its creditors, or make or suffer anytransfer of any of its property which may be fraudulent under any bankruptcy,fraudulent conveyance or similar law, or shall make any transfer of itsproperty to or for the benefit of any creditor at a time when other creditorssimilarly situated have not been paid; or (j) Guarantor shall revoke thisGuarantee.  All of the foregoing ishereinafter referred to as “Events of Default”.

 

**5.            ****Exercise of Rights and Remedie****s.****      **Guarantor consents and agrees that, without notice to or by Guarantorand without affecting or impairing in any way the obligations or liability ofGuarantor hereunder, Hana may, from time to time before or after revocation ofthis Guarantee, exercise any right or remedy it may have with respect to any orall of the Indebtedness or any property securing any or all of the Indebtednessor any guaranty therefore, including without limitation judicial foreclosure,non judicial foreclosure, exercise of a power of sale, and taking a deed,assignment or transfer in lieu of foreclosure as to any such property, andGuarantor expressly 

 

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waivesany defense based upon the exercise of any such right or remedy,notwithstanding the effect thereof upon any of Guarantor’s rights, includingwithout limitation, any destruction of Guarantor’s right of subrogation againstClient and any destruction of Guarantor’s right of contribution or other rightagainst any other guarantor of any or all of the Indebtedness or against anyother person, whether by operation of Sections 580d or 726 of the CaliforniaCode of Civil Procedure, or any similar or comparable provisions of the laws ofany other jurisdiction, or any other statutes or rules of law now orhereafter in effect, or otherwise. Without limiting the generality of the foregoing, Guarantor understandsand agrees that, in the event Hana in its sole discretion forecloses any trustdeed now or hereafter securing any or all of the Indebtedness, by non judicialforeclosure, Guarantor will remain liable to Hana for any deficiency, eventhough Guarantor will lose his right of subrogation against Client(s), and eventhough Guarantor will be unable to recover from Client the amount of thedeficiency for which Guarantor is liable, and even though Guarantor would haveretained his right of subrogation against Client if Hana had foreclosed saidtrust deed by judicial foreclosure as opposed to non judicial foreclosure.

 

**6****.             Right to Attachment Remedy.      **Guarantoragrees that, notwithstanding the existence of any property securing any or allof the Indebtedness, Hana shall have all of the rights of an unsecured creditorof Guarantor, including without limitation the right to obtain a temporaryprotective order and writ of attachment against Guarantor with respect to anysums due under this Guarantee. Guarantor further agrees that in the event anyproperty secures the obligations of Guarantor under this Guarantee, to theextent that Hana, in its sole and absolute discretion, determines prior to thedisposition of such property that the amount to be realized by Hana therefrommay be less than the indebtedness of Guarantor under this Guarantee, Hana shallhave all the rights of an unsecured creditor against Guarantor, includingwithout limitation the right of Hana, prior to the disposition of saidproperty, to obtain a temporary protective order and writ of attachment againstGuarantor.  Guarantor waives the benefitof Section 483.010(b) of the California Code of Civil procedure andof any and all other statutes and rules of law now or hereafter in effectrequiring Hana to first resort to or exhaust all such collateral before seekingor obtaining any attachment remedy against Guarantor.  Hana shall have no liability to Guarantor asa result thereof, whether or not the actual deficiency realized by Hana is lessthan the anticipated deficiency on the basis, which Hana obtains a temporaryprotective order or writ of attachment.

 

**7****.             Subordination.      **Any and allrights of Guarantor under any and all debts, liabilities and obligations owingfrom Client to Guarantor, including any security for and guaranties of any suchobligations, whether now existing or hereafter arising, are hereby subordinatedin right of payment to the prior payment in full of all of theIndebtedness.  No payment in respect ofany such subordinated obligations shall at any time be made to or accepted byGuarantor if at any time such payment any Indebtedness is outstanding.  If any Event of Default has occurred, Client andany assignee, trustee in bankruptcy, receiver, or any other person havingcustody or control over any or all of Client(s)’ property are hereby authorizedand directed to pay to Hana the entire balance of the Indebtedness beforemaking any payments whatsoever to Guarantor, whether as a creditor,shareholder, or otherwise; and insofar as may be necessary for that purpose,Guarantor hereby assigns and transfers to Hana all rights to any and all debts,liabilities and obligations owing from Client to Guarantor, including anysecurity for any guaranties of any such obligations, whether now existing orhereafter arising, including without limitation any payments, dividends ordistributions out of the business or assets of Client(s).  Any amounts received by Guarantor inviolation of the foregoing provisions shall be received and held in trust forthe benefit of Hana and shall forthwith be paid over to Hana to be applied tothe Indebtedness in such order and sequence as Hana shall in its solediscretion determine.  Guarantor herebyexpressly waives any right to set-off or assert against Hana any counterclaimthat Guarantor may have against Client(s).

 

**8****.             Revocation.      **This is acontinuing guaranty relating to all of the Indebtedness, including Indebtednessarising under successive transactions that from time to time continue theIndebtedness or renew it after it has been satisfied andshall continue in full force and effect until all Indebtedness has been fullyperformed to Hana’s satisfaction.  This Guaranteeand all consents, waivers and other provision hereof shall continue in full 

 

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forceand effect as to any and all Indebtedness that is outstanding on the effectivedate of revocation and all extensions, renewals and modifications of saidIndebtedness including without limitation amendments, extensions, renewals andmodifications that are evidenced by new or additional instruments, documents oragreements executed after revocation.

 

**9****.****           ****IndependentLiability.****      **Guarantorhereby agrees that one or more successive or concurrent actions may be broughthereon against Guarantor, in the same action in which Client may be sued or inseparate actions, as often as deemed advisable by Hana.  The liability of Guarantor hereunder isexclusive and independent of any other guaranty of any or all of theIndebtedness whether executed by Guarantor or by any other guarantor.  The liability of Guarantor hereunder shallnot be affected, revoked, impaired, or reduced by any one or more of thefollowing: (a) the fact that the Indebtedness exceeds the maximum amountof Guarantor’s liability, if any, specified herein or elsewhere (and noagreement specifying a maximum amount of Guarantor’s liability shall beenforceable unless set forth in a writing signed by Hana or set forth in thisGuarantee); or (b) any direction as to the application of payment by Clientor by any other party; or (c) any other continuing or restrictive guarantyor undertaking or any limitation on the liability of any other guarantor(whether under this Guarantee or under any other agreement); or (d) any paymenton or reduction of any such other guaranty or undertaking; or (e) anyrevocation, amendment, modification or release of any such other guaranty orundertaking; or (f) any dissolution or termination of, or increase,decrease, or change in membership or stock ownership of Guarantor.  Guarantor hereby expressly represents that hewas not induced to give this Guarantee by the fact that there are or may beother guarantors either under this Guarantee or otherwise, and Guarantor agreesthat any release of any one or more of such other guarantors shall not releaseGuarantor from his obligations hereunder either in full or to any lesserextent.  If Guarantor is a marriedperson, Guarantor hereby expressly agrees that recourse may be had against hisor her separate property for all of his or her obligations hereunder.

 

**10****.          Remedies Cumulative; No Waiver.      **Hana shall havethe right to seek recourse against Guarantor to the full extent provided forherein or in any other instrument or agreement evidencing obligations ofGuarantor to Hana.  No election in oneform of action or proceeding, or against any party, or on any obligation, shallconstitute a waiver of Hana’s right to proceed in any other form of action orproceeding or against any other party. The failure of Hana to enforce any of the provisions of this Guaranteeat any time or for any period of time shall not be construed to be a waiver ofany such provision or the right thereafter to enforce the same.  All remedies hereunder shall be cumulativeand shall be in addition to all rights, powers and remedies given to Hana bylaw or under other instrument or agreement.

 

**1****1****.          Financial Condition of Client(s).****      **Guarantor isfully aware of the financial condition of Client and is executing and deliveringthis Guarantee at Clients’ request and based solely upon his own independentinvestigation of all matters pertinent hereto and is not relying in any mannerupon any representation or statement of Hana with respect thereto.  Guarantor represents and warrants that he isin a position to obtain, and Guarantor hereby assumes full responsibility forobtaining, any additional information concerning Clients’ financial conditionand any other matter pertinent hereto as Guarantor may desire, and Guarantor isnot relying upon or expecting Hana to furnish to him any information now orhereafter in Hana’s possession concerning the same or any other matter.  By executing this Guarantee, Guarantorknowingly accepts the full range of risks encompassed within a contract of continuingguaranty, which risks Guarantor acknowledges include without limitation thepossibility that Client will incur additional Indebtedness for which Guarantorwill be liable hereunder after Clients’ financial condition or ability to paysuch Indebtedness has deteriorated and/or after bankruptcy or insolvencyproceedings have been commenced by or against Client(s).

 

**1****2****.          Reports and Financial Statements ofGuarantor.      **Guarantorshall, at his sole cost and expense, at any time and from time to time, prepareor cause to be prepared, and provide to Hana upon Hana’s request: (a) suchfinancial statements and reports concerning Guarantor for such periods of timeas Hana may designate 

 

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(whichfinancial statements shall, if requested by Hana, be audited by certifiedpublic accountants acceptable to Hana); (b) any other informationconcerning Guarantor’s business, financial condition or affairs as Hana mayrequest; and (c) copies of any and all foreign, federal, state and localtax returns and reports of or relating to Guarantor as Hana may from time totime request.  Guarantor herebyintentionally and knowingly waives any and all rights and privileged he may havenot to divulge or deliver said tax returns, reports and other information thatare requested by Hana hereunder or in any litigation in which Hana may beinvolved relating directly or indirectly to Client or to Guarantor.  Guarantor further agrees immediately to givewritten notice to Hana of any adverse change in Guarantor’s financial conditionand of any condition or event that constitutes an Event of Default under thisGuarantee.

 

**1****3****.          Representations and Warranties.      **Guarantorhereby represents and warrants that: (a) it is in Guarantor’s directinterest to assist Client in procuring credit, because Client are an affiliateof Guarantor, furnishes goods or services to Guarantor, purchases or acquiresgoods or services from Guarantor, and/or otherwise has a direct or indirectcorporate or business relationship with Guarantor; (b) this Guarantee hasbeen duly and validly authorized, executed and delivered and constitutes thebinding obligation of Guarantor, enforceable in accordance with its terms; and (c) theexecution and delivery of this Guarantee does not violate or constitute adefault under any order, judgment, decree, instrument or agreement to whichGuarantor is a party or by which he or his property are affected or bound.

 

**1****4****.          Integration.      **This Guaranteeis the entire and only agreement between Guarantor and Hana with respect to theguaranty of the Indebtedness of Client by Guarantor, and all representations,warranties, agreements, or undertakings heretofore or contemporaneously made,which are not set forth herein, are superseded hereby.

 

**1****5****.          Amendment.      **The terms andprovisions hereof may not be waived, altered, modified, or amended except in awriting executed by Guarantor and a duly authorized officer of Hana.

 

**1****6****.          Costs.      **Whether or notsuit be instituted, Guarantor agrees to reimburse Hana on demand for allattorneys’ fees and all other costs and expenses incurred by Hana in enforcingthis Guarantee, or arising out of or relating in any way to this Guarantee, orin enforcing any of the Indebtedness against Client, Guarantor, or any otherperson, or in connection with any property of any kind securing all or any partof the Indebtedness.  Withoutlimiting the generality of the foregoing, and in addition thereto, Guarantorshall reimburse Hana on demand for all attorneys’ fees and costs Hana incurs inany way relating to Guarantor, Client or the Indebtedness, in order to: obtainlegal advice; enforce or seek to enforce any of its rights; commence, intervenein, respond to, or defend any action or proceeding; file, prosecute or defendany claim or cause of action in any action or proceeding (including withoutlimitation any probate claim, bankruptcy claim, third-party claim, securedcreditor claim, reclamation complaint, and complaint for relief from any stayunder the Bankruptcy Code or otherwise); protect, obtain possession of, sell,lease, dispose of or otherwise enforce any security interest in or lien on anyproperty of any kind securing any or all of the Indebtedness; or represent Hanain any litigation with respect to Clients’ or Guarantor’s affairs.  In the event either Hana or Guarantor filesany lawsuit against the other predicated on a breach of this Guarantee, theprevailing party in such action shall be entitled to recover its attorneys’fees and costs of suit from the non-prevailing party.

 

**1****7****.          Successors and Assigns.      **All rights,benefits and privileges hereunder shall inure to the benefit of and beenforceable by Hana and its successors and assigns and shall be binding uponGuarantor and his heirs, executors, administrators, personal representatives,successors and assigns.  Neither thedeath of Guarantor nor notice thereof to Hana shall terminate this Guarantee asto his estate, and notwithstanding the death of Guarantor or notice thereof toHana, this Guarantee shall continue in full force and effect with respect toall Indebtedness, including without limitation, Indebtedness incurred orcreated after the death of Guarantor and notice thereof to 

 

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Hana.

 

**1****8****.          Notices.      **Any notice thata party shall be required or shall desire to give to the other hereunder shallbe given by personal delivery or by depositing the same in the United Statesmail, first class postage pre-paid, addressed to Hana at its addresses setforth in the heading of this Guarantee and to Guarantor at his address setforth next to his signature hereon, and such notices shall be deemed duly givenon the date of personal delivery or three days after the date of mailing asaforesaid.  Hana and Guarantor may changetheir address for purposes of receiving notices hereunder by giving writtennotice thereof to the other party in accordance herewith.  Guarantor shall give Hana immediate writtennotice of any change in his address.

 

**19.          Construction;Severability.      **If more thanone person has executed this Guarantee, the term “Guarantor” as used hereinshall be deemed to refer to all and any one or more of such persons and theirobligations hereunder shall be joint and several.  As used in this Guarantee, the term “property”is used in its most comprehensive sense and shall mean all property of everykind and nature whatsoever, including without limitation real property,personal property, mixed property, tangible property and intangible property.  If any provisions of this Guarantee or theapplication thereof to any party or circumstance are held invalid, void,inoperative or unenforceable, the remainder of this Guarantee and theapplication of such provision to other parties or circumstances shall not beaffected thereby, the provisions of this Guarantee being severable in any suchinstance.

 

**20****.          Governing Law and Jurisdiction.      **This instrumentand all acts and transactions pursuant or relating hereto and all rights andobligations of the parties hereto be governed, construed, and interpreted inaccordance with the internal laws of the State of California.  In order to induce Hana to accept thisGuarantee, and as a material part of the consideration therefore: (i) Guarantoragrees that all actions or proceedings relating directly or indirectly heretoshall, at the option of Hana, be litigated in courts located within Los AngelesCounty, California; (ii) Guarantor consents to the jurisdiction of anysuch court and consents to the service of process in any such action orproceeding by personal delivery or any other method permitted by law; and (iii) Guarantorwaives any and all rights Guarantor may have to transfer or change venue of anysuch action or proceeding.

 

**2****1****.          Waiver of Jury Trial.      **GUARANTORINTENTIONALLY AND KNOWINGLY, FOLLOWING CONSULTATION WITH LEGAL COUNSEL, WAIVESHIS RIGHT TO TRIAL BY JURY IN ANY CLAIM, CAUSE OF ACTION OR PROCEEDING BASEDUPON, ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY DOCUMENTS EXECUTED INCONNECTION WITH THIS GUARANTY.  GUARANTORACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO HANA TO ENTER INTO ABUSINESS RELATIONSHIP WITH CLIENTAND THAT HANA HAS RELIED AND WILL CONTINUE TORELY ON THIS WAIVER.

 

IN WITNESS WHEREOF, the undersigned has executedthis Guarantee on January 5, 2009.

 
| **GUARANTOR:** |
|----------------|
|           |   |   |   |   |
| Name:          | John Kang |   |   |   |
| Address:       |   |   |   |   |
|           |   |   |   |   |
| SSN:           |   |   | Signature: | /s/ John Kang |

 

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