Unassociated Document


    CORPORATE
GUARANTY

    (Wes Consulting,
Inc.)

    


    1.           CREDIT
CASH NJ, LLC (“Lender”)
has entered into a Credit Card Advance Agreement (“Loan Agreement”) dated on or
about November 4, 2010 with ONE UP INNOVATIONS, INC. and FOAM LABS, INC.
(collectively, the “Merchant”) and in
consideration of One ($1.00) Dollar and other good and valuable consideration,
the receipt and sufficiency of which are hereby duly acknowledged, the
undersigned guarantor (hereinafter, whether one or more, called "Guarantor", who, if two or
more in number, shall be jointly and severally bound), jointly and severally
unconditionally guaranty to Lender, its successors and assigns, Merchant’s full
and prompt payment, performance and discharge of each and every obligation of
Merchant under said Loan Agreement and under all instruments given or executed
by Merchant in connection therewith, and the full and prompt payment of all
other obligations of Merchant to Lender, wherever and however arising, direct or
indirect, absolute or contingent, all whether presently existing or hereafter
arising, including, without limitation, all costs of collection, including
attorney’s fees.  The liability of the undersigned under this Guaranty
shall be direct, immediate, absolute, continuing, unconditional and unlimited
and not conditional or contingent upon the pursuit by the Lender of whatever
remedies it may have against the Merchant or the Merchant’s successors,
executors, administrators or assigns, or the collateral or liens it may possess,
and this Guaranty shall be a continuing guaranty of the payment of any and all
obligations to Lender either made, endorsed or contracted by the Merchant, or
any successor of the Merchant and of all extensions or renewals thereof in whole
or in part.

    


    2.           As
collateral security for the obligations or liability of undersigned Guarantor
under this Guaranty, as well as for any other obligation or liability of the
undersigned Guarantor to Lender, whether present or future, absolute or
contingent, due or not due, the undersigned Guarantor hereby grants to Lender,
the following:

    


    a
continuing general lien and security interest in and to substantially all of
Guarantor’s assets, whether now existing or hereafter acquired or created, and
wherever located, including but not limited to, (a) all accounts receivable,
including, without limitation, all credit card receivables; (b) all rights to
receive payments from Guarantor’s credit card processor and all other rights
arising out of or otherwise relating to the processor agreement between
Guarantor and its processor; (c) chattel paper; (d) commercial tort claims; (e)
documents; (f) equipment, machinery, furniture, furnishings and fixtures and all
parts, tools, accessories and accessions; (g) fixtures; (h) general intangibles,
including but not limited to patents, trademarks and tradenames and the goodwill
and inherent value associated therewith, tax refunds, customer lists, insurance
claims and goodwill of Guarantor; (i) goods; (j) instruments; (k) inventory,
merchandise, materials, whether raw, work in progress or finished goods,
packaging and shipping materials and all other tangible property held for sale
or lease; (l) investment property; (m) payment intangibles; (n) proceeds,
including proceeds of any insurance policies covering any of the collateral; (o)
promissory notes; (p) records, including all books, records and other property
at any time evidencing or relating to any of the foregoing, and all electronic
means of storing such records; (q) to the extent not otherwise included above,
all collateral support and supporting obligations relating to any of the
foregoing; and (r) to the extent not otherwise included above, all proceeds,
products, accessions, rents and profits of or in respect of any of the
foregoing.  Guarantor hereby authorizes Lender to file such financing
statements in Guarantor’s name signed by Lender, or a reproduction of this
Guaranty to reflect the security interest granted hereunder.


    
      
         


      

      
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    3.           Notice
of acceptance hereof, of default by Merchant or any other parties, of
presentment, protest and demand, and of all other matters to which the
undersigned might otherwise be entitled, is hereby waived by the
undersigned.  Lender may grant extensions, modifications and renewals
to, and make compromises, amendments, settlements, compositions, releases,
discharges and adjustments with, Merchant and other parties, and with respect to
any collateral securing Merchant’s obligations to Lender or collateral securing
this Guaranty without notice to any of the undersigned and without affecting the
undersigned’s liability hereunder.  The undersigned’s obligations
hereunder shall be binding upon their respective administrators, executors,
personal representatives, successors and assigns.

    


    4.           The
undersigned guarantor agrees that, whenever an attorney is used to obtain
payment under or otherwise enforce this guaranty or to enforce, declare or
adjudicate any rights or obligations under this guaranty or with respect to
collateral, whether by legal proceeding or by any other means whatsoever,
Lender's reasonable attorney's fee plus costs and expenses shall be payable by
each Guarantor against whom this guaranty or any obligation or right hereunder
is sought to be enforced, declared or adjudicated.  Guarantor, if more
than one, shall be jointly and severally bound and liable hereunder and if any
of the undersigned is a partnership, also the members thereof
individually.

    


    5.           This
Guaranty shall be governed by and construed and interpreted in accordance with
the laws of the State of New Jersey and all actions and proceedings arising out
of or in connection herewith shall be litigated in the federal or state courts
of such State.  The undersigned hereby submit to the personal
jurisdiction of such courts.

    


    EACH OF
THE UNDERSIGNED WAIVES THE RIGHT TO TRIAL BY JURY IN ALL ACTIONS BROUGHT BY OR
AGAINST LENDER.

    


    IN WITNESS WHEREOF, the
undersigned Guarantor has hereunto set his hand this 3rd day of November,
2010.

    


    
      
        	 	
                WES
      CONSULTING, INC.

              
	 	 
      	 
      
	 	
                By:

              	
                /s/ Louis S. Friedman

              
	 	
                Name: 

              	
                Louis
      S. Friedman

              
	 	
                Title:

              	
                President

              


      

    

    


    
      
        
          	
                  STATE
      OF GEORGIA

                	
                  )

                	 
	 
      	
                  )ss.:

                	 
	
                  COUNTY
      OF

                	
                  )

                	 


        

      

    

    


    On this
3rd day of November, 2010 before me personally appeared Louis S. Friedman, personally
known to me or proved to me on the basis of satisfactory evidence to be the
individual whose name is subscribed to the within instrument and acknowledged to
me that he/she is the President of WES CONSULTING, INC., the corporation herein
described and that he/she executed the same in his/her capacity as an officer of
said corporation, and that he/she signed the instrument by order of the board of
directors of said corporation.

    


    
      
        	 
      	
                /s/ Pamela Fulwood

              
	 
      	
                Notary
      Public

              


      

    


    
      
         


      

      
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    SECRETARY'S
CERTIFICATE

    (Wes
Consulting, Inc.)

    


    WHEREAS, it is to the best
interest of this corporation to make, execute and deliver to Credit Cash NJ, LLC
the guarantee by this corporation of the obligations of ONE UP INNOVATIONS, INC.
and FOAM LABS, INC. (collectively, the “Borrower’); and

    


    WHEREAS, the making, execution
and delivery of such guarantee has been authorized and approved by the written
consent of a majority of the holders of all of the outstanding shares of the
capital stock of this corporation:

    


    NOW, THEREFORE, be
it

    


    RESOLVED, that the President,
Secretary, Treasurer or other officer or any agent of this corporation, or any
one or more of them, be and they are hereby authorized and empowered to make,
execute and deliver in the name of this corporation to Credit Cash NJ, LLC the
guarantee by this corporation of the obligations of the Borrower, said guarantee
to be substantially in the form annexed to the aforementioned written consent of
the holders of all of the outstanding shares of the capital stock of this
corporation, hereby ratifying, approving and confirming all that any of said
officers or agent have done or may do in the premises.

    


    I, Ronald Phillip Scott, do
hereby certify that I am the secretary of WES CONSULTING, INC., a corporation
organized and existing under and by virtue of the laws of the State of Florida,
having its principal place of business in the City of Atlanta, State of Georgia,
that I am the keeper of the corporate records and the seal of said corporation;
that the foregoing is a true and correct copy of the resolution duly adopted and
ratified at a special meeting of the Board of Directors of said corporation duly
convened and held in accordance with its by-laws and the laws of said State at
the office of said corporation on the 3rd day of November, 2010 as taken and
transcribed by me from the minutes of said meeting and compared by me with the
original of said resolution recorded in said minutes, and that the same has not
in any way been modified, repealed or rescinded but is in full force and
effect.

    


    WITNESS my hand and the seal
of said corporation this 3rd day of November, 2010.

    


    
      
        
          	 
      	 
      	
                  WES
      CONSULTING, INC.

                
	
                  (Seal)

                	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Ronald P. Scott

                
	 
      	 
      	
                  Ronald
      P. Scott, Secretary

                


        

      

    

    


    
      
        
          	
                  STATE
      OF GEORGIA

                	
                  )

                	 
	 
      	
                  )ss.:

                	 
	
                  COUNTY
      OF NEW YORK

                	
                  )

                	 


        

      

    

    


    On this
3rd day of November 2010 before me personally appeared Ronald Phillip Scott,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual(s) whose name(s) is (are) subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their
capacity(ies), and that by his/her their signature(s) on the instrument, the
individual(s), or the person upon behalf of which the individual(s) acted,
executed the instrument.

    


    
      
        
          	 	
                  /s/ Pamela Fulwood

                
	 	
                  NOTARY
      PUBLIC

                


        

      

    


    
      
         


      

      
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