**Exhibit 10.4**

 

**COMMERCIAL GUARANTY**

 
| **Principal** | ** **    | **Loan Date** | ** ** | **Maturity** | ** ** | **Loan No.** | ** ** | **Call/Coll** | ** ** | **Account** | ** ** | **Officer** | ** ** | **Initials** |
|---------------|---------------|--------------------|------------|--------------|------------|-------------------|------------|---------------|------------|-------------|------------|-------------|------------|--------------|
| $             | 10,000,000.00 |               | 10-23-2008 |         | 01-01-2011 |              | 1001234    |          | 4A/415     |        |       |        | JPP        |         |   |
|               |               |                    |            |              |            |                   |            |               |            |             |            |             |            |              |  |

 

References in the boxes above are for Lender’s use only and do not limitthe applicability of this document to any particular loan or item.  Any item above containing “***” has beenomitted due to text length limitations.

 
| Borrower:  | Advanced  Life Sciences, Inc.1440 Davey RoadWoodridge, IL 60517          |   | Lender: | THE  LEADERS BANK2001 YORK ROAD, SUITE 150OAK BROOK, IL 60523 |
|------------|-------------------------------------------------------------------------------|--------|---------|---------------------------------------------------------------|
|       |                                                                          |   |    |                                                          |
| Guarantor: | Advanced  Life Sciences Holdings, Inc.1440 Davey RoadWoodridge, IL 60517 |   |    |

 

**CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE**.  For good and valuable consideration,Guarantor absolutely and unconditionally guarantees full and punctual paymentand satisfaction of the Indebtedness of Borrower to Lender, and the performanceand discharge of all Borrower’s obligations under the Note and the RelatedDocuments.  This Guaranty is beingentered into in connection with that certain Amended and Restated Business LoanAgreement, dated as of even date herewith, by and between the Lender and theBorrower, whereby the Lender has agreed to provide a loan of Ten MillionDollars and 00/100 ($10,000,000.00) to Borrower (“Loan Agreement”).  The Guarantor acknowledges and agrees thatthe Lender would not have entered into the Loan Agreement but for theGuarantor’s agreement to enter into this Guaranty.  This is a guaranty of payment and performanceand not of collection, so Lender can enforce this Guaranty against Guarantoreven when Lender has not exhausted Lender’s remedies against anyone elseobligated to pay the Indebtedness or against any collateral securing theIndebtedness, this Guaranty or any other guaranty of the Indebtedness.  Guarantor will make any payments to Lender orits order, on demand, in legal tender of the United States of America, insame-day funds, without set-off or deduction or counterclaim, and will otherwiseperform Borrower’s obligations under the Note and Related Documents.  Under this Guaranty, Guarantor’s liability isunlimited and Guarantor’s obligations are continuing.

 

**INDEBTEDNESS**.  The word “Indebtedness” as used in thisGuaranty means all of the principal amount outstanding from time to time and atany one or more times, accrued unpaid interest thereon and all collection costsand legal expenses related thereto permitted by law, attorneys’ fees, arisingfrom any and all debts, liabilities and obligations of every nature or form,now existing or hereafter arising or acquired, that Borrower individually orcollectively or interchangeably with others, owes or will owe Lender.  “Indebtedness” includes, without limitation,loans, advances, debts, overdraft indebtedness, credit card indebtedness, leaseobligations, liabilities and obligations under any interest rate protectionagreements or foreign currency exchange agreements or commodity priceprotection agreements, other obligations, and liabilities of Borrower, and anypresent or future judgments against Borrower, future advances, loans ortransactions that renew, extend, modify, refinance, consolidate or substitutethese debts, liabilities and obligations whether:  (1) voluntarily or involuntarilyincurred; (2) due or to become due by their terms or acceleration; (3) absoluteor contingent; (4) liquidated or unliquidated; (5) determined orundetermined; (6) direct or indirect; (7) primary or secondary innature or arising from a guaranty or surety; (8) secured or unsecured; (9) jointor several or joint and several; (10) evidenced by a negotiable ornon-negotiable instrument or writing; (11) originated by Lender or another orothers; (12) barred or unenforceable against Borrower for any reasonwhatsoever; (13) for any transactions that may be voidable for any reason (suchas infancy, insanity, ultra vires or otherwise); and (14) originated thenreduced or extinguished and then afterwards increased or reinstated.

 

IfLender presently holds one or more guaranties, or hereafter receives additionalguaranties from Guarantor, Lender’s rights under all guaranties shall becumulative.  This Guaranty shall not(unless specifically provided below to the contrary) affect or invalidate anysuch other guaranties.  Guarantor’sliability will be Guarantor’s aggregate liability under the terms of thisGuaranty and any such other unterminated guaranties.

 

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**CONTINUING GUARANTY**.  THIS IS A “CONTINUING GUARANTY” UNDER WHICHGUARANTOR AGREES TO GUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE ANDSATISFACTION OF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXISTING ORHEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING BASIS.  ACCORDINGLY, ANY PAYMENTS MADE ON THEINDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR’S OBLIGATIONS ANDLIABILITY UNDER THIS GUARANTY FOR ANY REMAINING AND SUCCEEDING INDEBTEDNESSEVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZEROBALANCE FROM TIME TO TIME.

 

**DURATION OF GUARANTY**.  This Guaranty will take effect when receivedby Lender without the necessity of any acceptance by Lender, or any notice toGuarantor or to Borrower, and will continue in full force until all theIndebtedness incurred or contracted before receipt by Lender of any notice ofrevocation shall have been fully and finally paid and satisfied, and all ofGuarantor’s other obligations under this Guaranty shall have been performed infull.  If Guarantor elects to revoke thisGuaranty, Guarantor may only do so in writing. Guarantor’s written notice of revocation must be mailed to Lender, bycertified mail, at Lender’s address listed above or such other place as Lendermay designate in writing.  Writtenrevocation of this Guaranty will apply only to New Indebtedness created afteractual receipt by Lender of Guarantor’s written revocation.  For this purpose and without limitation, theterm “New Indebtedness” does not include the Indebtedness which at the time ofnotice of revocation is contingent, unliquidated, undetermined or not due andwhich later becomes absolute, liquidated, determined or due.  For this purpose and without limitation, “NewIndebtedness” does not include all or part of the Indebtedness that is:  (1) incurred by Borrower prior torevocation; (2) incurred under a commitment that became binding beforerevocation; and (3) incurred under any renewals, extensions,substitutions, and modifications of the Indebtedness.  This Guaranty shall bind Guarantor’s estateas to the Indebtedness created both before and after Guarantor’s death orincapacity, regardless of Lender’s actual notice of Guarantor’s death.  Subject to the foregoing, Guarantor’sexecutor or administrator or other legal representative may terminate thisGuaranty in the same manner in which Guarantor might have terminated it andwith the same effect.  Release of anyother guarantor or termination of any other guaranty of the Indebtedness shallnot affect the liability of Guarantor under this Guaranty.  Any revocation Lender receives from any oneor more Guarantors shall not affect the liability of any remaining Guarantorsunder this Guaranty.  It is anticipatedthat fluctuations may occur in the aggregate amount of the Indebtedness coveredby this Guaranty, and Guarantor specifically acknowledges and agrees thatreductions in the amount of the Indebtedness, even to Zero Dollars ($0.00),shall not constitute a termination of this Guaranty.  This Guaranty is binding upon Guarantor andGuarantor’s heirs, successors and assigns so long as any of the Indebtednessremains unpaid and even though the Indebtedness may from time to time be ZeroDollars ($0.00).

 

**GUARANTOR’S AUTHORIZATION TO LENDER**.  Guarantor authorizes Lender, either before orafter any revocation hereof, without notice or demand and without lesseningGuarantor’s liability under this Guaranty, from time to time:  (1) prior to revocation as set forthabove, to make one or more additional secured or unsecured loans to Borrower,to lease equipment or other goods to Borrower, or otherwise to extendadditional credit to Borrower; (2) to alter, compromise, renew, extend,accelerate, or otherwise change one or more times the time for payment or otherterms of the Indebtedness or any part of the Indebtedness, including increasesand decreases of the rate of interest on the Indebtedness (extensions may berepeated and may be for longer than the original loan term); (3) to takeand hold security for the payment of this Guaranty or the Indebtedness, andexchange, enforce, waive, subordinate, fail or decide not to perfect, andrelease any such security, with or without the substitution of new collateral; (4) torelease, substitute, agree not to sue, or deal with anyone or more ofBorrower’s sureties, endorsers, or other guarantors on any terms or in anymanner Lender may choose; (5) to determine how, when and what applicationof payments and credits shall be made on the Indebtedness; (6) to applysuch security and direct the order or manner of sale thereof, including withoutlimitation, any non judicial sale permitted by the terms of the controllingsecurity agreement or deed of trust, as Lender in its discretion may determine;(7) to sell, transfer, assign or grant participations in all or any partof the Indebtedness; and (8) to assign or transfer this Guaranty in wholeor in part.

 

**GUARANTOR’S REPRESENTATIONS AND WARRANTIES**.  Guarantor represents and warrants to Lenderthat (1) no representations or agreements of any kind have been made toGuarantor which would limit or qualify in any way the terms of this Guaranty; (2) thisGuaranty is executed at Borrower’s request and not at the request of Lender; (3) Guarantorhas full power, right and authority to enter into this Guaranty; (4) theprovisions of this Guaranty do not conflict with or result in a default underany agreement or other instrument binding upon Guarantor 

 

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anddo not result in a violation of any law, regulation, court decree or orderapplicable to Guarantor; (5) Guarantor has not and will not, without theprior written consent of Lender, sell, lease, assign, encumber, hypothecate,transfer, or otherwise dispose of all or substantially all of Guarantor’sassets, or any interest therein; (6) upon Lender’s request, Guarantor willprovide to Lender financial and credit information in form acceptable toLender, and all such financial information which currently has been, and allfuture financial information which will be provided to Lender is and will betrue and correct in all material respects and fairly present Guarantor’sfinancial condition as of the dates the financial information is provided; (7) nomaterial adverse change has occurred in Guarantor’s financial condition sincethe date of the most recent financial statements provided to Lender and noevent has occurred which may materially adversely affect Guarantor’s financial condition;(8) no litigation, claim, investigation, administrative proceeding orsimilar action (including those for unpaid taxes against Guarantor) is pendingor threatened; (9) Lender has made no representation to Guarantor as tothe creditworthiness of Borrower; and (10) Guarantor has establishedadequate means of obtaining from Borrower on a continuing basis informationregarding Borrower’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts,events, or circumstances which might in any way affect Guarantor’s risks underthis Guaranty, and Guarantor further agrees that, absent a request forinformation, Lender shall have no Obligation to disclose to Guarantor anyinformation or documents acquired by Lender in the course of its relationshipwith Borrower. Guarantor further represents, warrants and covenants to Lenderthat all of the information and reports filed by the Guarantor with the UnitedStates Securities and Exchange Commission and/or any other governmentalauthority will be true and accurate and not misleading in any material respect;and that the Guarantor will comply with all applicable securities laws andrules.  Guarantor agrees that all of theBorrower’s representations and warranties set forth in the Loan Agreement shallbe incorporated herein as though the Guarantor had expressly made suchrepresentations and warranties herein.

 

**GUARANTOR’S WAIVERS**.  Except as prohibited by applicable law,Guarantor waives any right to require Lender (1) to continue lending moneyor to extend other credit to Borrower; (2) to make any presentment,protest, demand, or notice of any kind, including notice of any nonpayment ofthe Indebtedness or of any nonpayment related to any collateral, or notice ofany action or nonaction on the part of Borrower, Lender, any surety, endorser,or other guarantor in connection with the Indebtedness or in connection withthe creation of new or additional loans or obligations; (3) to resort forpayment or to proceed directly or at once against any person, includingBorrower or any other guarantor; (4) to proceed directly against orexhaust any collateral held by Lender from Borrower, any other guarantor, orany other person; (5) to give notice of the terms, time, and place of anypublic or private sale of personal property security held by Lender fromBorrower or to comply with any other applicable provisions of the UniformCommercial Code of the State of Illinois, as amended (“UCC”); (6) topursue any other remedy within Lender’s power; or (7) to commit any act oromission of any kind, or at any time, with respect to any matter whatsoever.

 

Guarantoralso waives any and all rights or defenses based on suretyship or impairment ofcollateral including, but not limited to, any rights or defenses arising byreason of (A) any “one action” or “anti-deficiency” law or any other lawwhich may prevent Lender from bringing any action, including a claim fordeficiency, against Guarantor, before or after Lender’s commencement orcompletion of any foreclosure action, either judicially or by exercise of apower of sale; (B) any election of remedies by Lender which destroys orotherwise adversely affects Guarantor’s subrogation rights or Guarantor’srights to proceed against Borrower for reimbursement, including withoutlimitation, any loss of rights Guarantor may suffer by reason of any lawlimiting, qualifying, or discharging the Indebtedness; (C) any disabilityor other defense of Borrower, of any other guarantor, or of any other person,or by reason of the cessation of Borrower’s liability from any causewhatsoever, other than payment in full in legal tender, of the Indebtedness; (D) anyright to claim discharge of the Indebtedness on the basis of unjustifiedimpairment of any collateral for the Indebtedness; (E) any statute oflimitations, if at any time any action or suit brought by Lender againstGuarantor is commenced, there is outstanding Indebtedness which is not barredby any applicable statute of limitations; or (F) any defenses given toguarantors at law or in equity other than actual payment and performance of theIndebtedness.  If payment is made byBorrower, whether voluntarily or otherwise, or by any third party, on theIndebtedness and thereafter Lender is forced to remit the amount of that paymentto Borrower’s trustee in bankruptcy or to any similar person under any federalor state bankruptcy law or law for the relief of debtors, the Indebtednessshall be considered unpaid for the purpose of the enforcement of this Guaranty.

 

Guarantorfurther waives and agrees not to assert or claim at any time any deductions tothe amount guaranteed under this Guaranty for any claim of setoff,counterclaim, counter demand, recoupment or similar right, whether such claim,demand or right may be asserted by the Borrower, the Guarantor, or both.

 

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**GUARANTOR’S UNDERSTANDING WITH RESPECT TO WAIVERS**.  Guarantor warrants and agrees that each ofthe waivers set forth above is made with Guarantor’s full knowledge of itssignificance and consequences and that, under the circumstances, the waiversare reasonable and not contrary to public policy or law.  If any such waiver is determined to becontrary to any applicable law or public policy, such waiver shall be effectiveonly to the extent permitted by law or public policy.

 

**SUBORDINATION OF BORROWER’S DEBTS TO GUARANTOR**.  Guarantor agrees that the Indebtedness,whether now existing or hereafter created, shall be superior to any claim thatGuarantor may now have or hereafter acquire against Borrower, whether or notBorrower becomes insolvent.  Guarantorhereby expressly subordinates any claim Guarantor may have against Borrower,upon any account whatsoever, to any claim that Lender may now or hereafter haveagainst Borrower.  In the event ofinsolvency and consequent liquidation of the assets of Borrower, throughbankruptcy, by an assignment for the benefit of creditors, by voluntaryliquidation, or otherwise, the assets of Borrower applicable to the payment ofthe claims of both Lender and Guarantor shall be paid to Lender and shall befirst applied by Lender to the Indebtedness. Guarantor does hereby assign to Lender all claims which it may have oracquire against Borrower or against any assignee or trustee in bankruptcy ofBorrower; provided, however, that such assignment shall beeffective only for the purpose of assuring to Lender full payment in legaltender of the Indebtedness.  If Lender sorequests, any notes or credit agreements now or hereafter evidencing any debtsor obligations of Borrower to Guarantor shall be marked with a legend that thesame are subject to this Guaranty and shall be delivered to Lender.  Guarantor agrees, and Lender is herebyauthorized, in the name of Guarantor, from time to time to file financingstatements and continuation statements and to execute documents and to takesuch other actions as Lender deems necessary or appropriate to perfect,preserve and enforce its rights under this Guaranty.

 

**CONFESSION OF JUDGMENT**.  Guarantor hereby irrevocably authorizes andempowers any attorney-at-law to appear in any court of record and to confessjudgment against Guarantor for the unpaid amount of this Guaranty as evidencedby an affidavit signed by an officer of Lender setting forth the amount then due,attorneys’ fees plus costs of suit, and to release all errors, and waive allrights of appeal.  If a copy of thisGuaranty, verified by an affidavit, shall have been filed in the proceeding, itwill not be necessary to file the original as a warrant of attorney. Guarantorwaives the right to any stay of execution and the benefit of all exemption lawsnow or hereafter in effect.  No singleexercise of the foregoing warrant and power to confess judgment will be deemedto exhaust the power, whether or not any such exercise shall be held by anycourt to be invalid, voidable, or void; but the power will continueundiminished and may be exercised from time to time as Lender may elect untilall amounts owing on this Guaranty have been paid in full.  Guarantor hereby waives and releases any andall claims or causes of action which Guarantor might have against any attorneyacting under the terms of authority which Guarantor has granted herein arisingout of or connected with the confession of judgment hereunder.

 

**MISCELLANEOUS PROVISIONS**.  The following miscellaneous provisions are apart of this Guaranty:

 

**Amendments**.  This Guaranty, together with any RelatedDocuments, constitutes the entire understanding and agreement of the parties asto the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unlessgiven in writing and signed by the party or parties sought to be charged orbound by the alteration or amendment.

 

**Attorneys’ Fees; Expenses**.  Guarantor agrees to pay upon demand all ofLender’s costs and expenses, including Lender’s attorneys’ fees and Lender’slegal expenses, incurred in connection with the enforcement of this Guarantyupon any Event of Default.  Lender may hireor pay someone else to help enforce this Guaranty, and Guarantor shall pay thecosts and expenses of such enforcement. Costs and expenses include Lender’s attorneys’ fees and legal expenseswhether or not there is a lawsuit, including attorneys’ fees and legal expensesfor bankruptcy proceedings (including efforts to modify or vacate any automaticstay or injunction), appeals, and any anticipated post-judgment collectionservices.  Guarantor also shall pay allcourt costs and such additional fees as may be directed by the court.

 

**Caption Headings**.  Caption headings in this Guaranty are forconvenience purposes only and are not to be used to interpret or define theprovisions of this Guaranty.

 

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**Governing Law**.This Guaranty will be governed by federal law applicable to Lender and, to theextent not preempted by federal law, the laws of the State of Illinois withoutregard to its conflicts of law provisions.

 

**Choice of Venue**.  If there is a lawsuit, Guarantor agrees uponLender’s request to submit to the jurisdiction of the courts of DuPage County,State of Illinois.

 

**Integration**.  Guarantor further agrees that (1) Guarantorhas read and fully understands the terms of this Guaranty; (2) Guarantorhas had the opportunity to be advised by Guarantor’s attorney with respect tothis Guaranty; and (3) the Guaranty fully reflects Guarantor’s intentionsand parol evidence is not required to interpret the terms of thisGuaranty.  Guarantor hereby indemnifiesand holds Lender harmless from all losses, claims, damages, and costs(including Lender’s attorneys’ fees) suffered or incurred by Lender as a resultof any breach by Guarantor of the warranties, representations and agreements ofthis paragraph.

 

**Interpretation**.  In all cases where there is more than one Borroweror Guarantor, then all words used in this Guaranty in the singular shall bedeemed to have been used in the plural where the context and construction sorequire, and where there is more than one Borrower named in this Guaranty orwhen this Guaranty is executed by more than one Guarantor, the words “Borrower”and “Guarantor” respectively shall mean all and anyone or more of them.  The words “Guarantor,” “Borrower,” and“Lender” include the heirs, successors, assigns, and transferees of each ofthem.  If a court finds that anyprovision of this Guaranty is not valid or should not be enforced, that fact byitself will not mean that the rest of this Guaranty will not be valid orenforced; therefore, a court will enforce the rest of the provisions of thisGuaranty even if a provision of this Guaranty may be found to be invalid orunenforceable.  If any one or more ofBorrower or Guarantor are corporations, partnerships, limited liabilitycompanies, or similar entities, it is not necessary for Lender to inquire intothe powers of Borrower or Guarantor or of the officers, directors, partners,managers, or other agents acting or purporting to act on their behalf, and anyindebtedness made or created in reliance upon the professed exercise of suchpowers shall be guaranteed under this Guaranty.

 

**Notices**.  Any notice required to be given under thisGuaranty shall be given in writing, and, except for revocation notices byGuarantor, shall be effective when actually delivered, when actually receivedby telefacsimile (unless otherwise required by law), when deposited with anationally recognized overnight courier, or, if mailed, when deposited in theUnited States mail, as first class, certified or registered mail postageprepaid, directed to the addresses shown near the beginning of thisGuaranty.  All revocation notices byGuarantor shall be in writing and shall be effective upon delivery to Lender asprovided in the section of this Guaranty entitled “DURATION OF GUARANTY.”  Any party may change its address for noticesunder this Guaranty by giving formal written notice to the other parties,specifying that the purpose of the notice is to change the party’saddress.  For notice purposes, Guarantoragrees to keep Lender informed at all times of Guarantor’s current address.  Unless otherwise provided or required by law,if there is more than one Guarantor, any notice given by Lender to anyGuarantor is deemed to be notice given to all Guarantors.

 

**No Waiver by Lender**.  Lender shall not be deemed to have waived anyrights under this Guaranty unless such waiver is given in writing and signed byLender.  No delay or omission on the partof Lender in exercising any right shall operate as a waiver of such right orany other right.  Any waiver by Lender ofa provision of this Guaranty shall not prejudice or constitute a waiver ofLender’s right otherwise to demand strict compliance with that provision or anyother provision of this Guaranty.  Noprior waiver by Lender, nor any course of dealing between Lender and Guarantor,shall constitute a waiver of any of Lender’s rights or of any of Guarantor’sobligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, thegranting of such consent by Lender in any instance shall not constitutecontinuing consent to subsequent instances where such consent is required andin all cases such consent may be granted or withheld in the sale discretion ofLender.

 

**Successors and Assigns**.  Subject to any limitations stated in thisGuaranty on transfer of Guarantor’s interest, this Guaranty shall be bindingupon and inure to the benefit of the parties, their successors and assigns.

 

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**Waive Jury**.  Lender and Guarantor hereby waive the rightto any jury trial in any action, proceeding, or counterclaim brought by eitherLender or Guarantor against the other.

 

THEFOLLOWING NOTICE IS REQUIRED BY ILLINOIS LAW: Unless Guarantor provides Lenderwith evidence of the insurance coverage required by Guarantor’s agreement withLender, Lender may purchase Insurance at Guarantor’s expense to protectLender’s interests in the collateral. This insurance may, but need not, protect Guarantor’s interests.  The coverage that Lender purchases may notpay any claim that Guarantor makes or any claim that is made against Guarantorin connection with the collateral. Guarantor may later cancel any insurance purchased by Lender, but onlyafter providing Lender with evidence that Guarantor has obtained insurance asrequired by their agreement.  If Lenderpurchases insurance for the collateral, Guarantor will be responsible for thecosts of that insurance, including interest and any other charges Lender mayimpose in connection with the placement of the insurance, until the effective dateof the cancellation or expiration of the insurance.  The costs of the insurance may be added toGuarantor’s total outstanding balance or obligation.  The costs of the insurance may be more thanthe cost of insurance Guarantor may be able to obtain on Guarantor’s own.

 

DEFINITIONS.  The following capitalized words and termsshall have the following meanings when used in this Guaranty.  Unless specifically stated to the contrary,all references to dollar amounts shall mean amounts in lawful money of the UnitedStates of America.  Words and terms usedin the singular shall include the plural, and the plural shall include thesingular, as the context may require. Words and terms not otherwise defined inthis Guaranty shall have the meanings attributed to such terms in the UCC:

 

**Borrower**.The word “Borrower” means Advanced Life Sciences, Inc., and includes allco-signers and co-makers signing the Note and all their successors and assigns.

 

**Guarantor**.The word “Guarantor” means everyone signing this Guaranty, including withoutlimitation Advanced Life Sciences Holdings, Inc., and in each case, anysigner’s successors and assigns.

 

**Guaranty**.  The word “Guaranty” means this guaranty fromGuarantor to Lender.

 

**Indebtedness**.  The word “Indebtedness” means Borrower’sindebtedness to Lender as more particularly described in this Guaranty.

 

**Lender**.The word “Lender” means THE LEADERS BANK, its successors and assigns.

 

**Note**.  The word “Note” means and includes withoutlimitation all of Borrower’s promissory notes and/or credit agreementsevidencing Borrower’s loan obligations in favor of Lender, together with allrenewals of, extensions of, modifications of, refinancing of, consolidations ofand substitutions for promissory notes or credit agreements.

 

**Related Documents**.The words “Related Documents” mean all promissory notes, credit agreements,loan agreements, environmental agreements, guaranties, security agreements,mortgages, deeds of trust, security deeds, collateral mortgages, and all otherinstruments, agreements and documents, whether now or hereafter existing,executed in connection with the Indebtedness.

 

**UCC**.The word “UCC” means the Uniform Commercial Code of the State of Illinois, asamended.

 

**[SIGNATURE PAGE FOLLOWS]**

 

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EACHUNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THISGUARANTY AND AGREES TO ITS TERMS.  INADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPONGUARANTOR’S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THEGUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED“DURATION OF GUARANTY”.  NO FORMALACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE.  THIS GUARANTY IS DATED OCTOBER 23, 2008.

 

GUARANTOR:

 

ADVANCEDLIFE SCIENCES HOLDINGS, INC.

 
| By:    | /s/ John L. Flavin                                     |   |
|--------|--------------------------------------------------------|--------|
|   | John L. Flavin,  President and Chief Financial Officer |   |

 

 

[Signature Page toCommercial Guaranty]

 

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