GUARANTY AGREEMENT


 


THIS GUARANTY AGREEMENT
is dated as of [—], 2012 (together with any amendments or modifications hereto
in effect from time to time, the “Guaranty”), and is made by FOCUS SYSTEMS, INC., a Washington corporation
(the “Guarantor”), in favor of TCA GLOBAL CREDIT MASTER FUND, LP (“TCA”).


 


WHEREAS,
pursuant to a Securities Purchase Agreement dated of even date herewith between Aqualiv Technologies, Inc., a Nevada corporation
(“AQLV”) and TCA (the “Purchase Agreement”), AQLV has agreed to issue to TCA
and TCA has agreed to purchase from AQLV certain senior secured redeemable, convertible debentures (the “Debentures”),
as more specifically set forth in the Purchase Agreement; and


WHEREAS,
in order to induce TCA to purchase the Debentures, and with full knowledge that TCA would not purchase the Debentures without this
Guaranty, Guarantor has agreed to execute and deliver this Guaranty to TCA, for the benefit of TCA, as security for the “Liabilities”
(as hereinafter defined); and


WHEREAS,
Guarantor is a wholly owned subsidiary of AQLV and will substantially benefit from TCA’s purchase of the Debentures;


NOW, THEREFORE, in consideration
of the mutual covenants and agreements of the parties hereinafter set forth and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties each intending to be legally bound, hereby do agree as follows:


 


1.              
LIABILITIES GUARANTEED.


 


Guarantor, jointly and
severally (if more than one), hereby guarantees and becomes surety to TCA for the full, prompt and unconditional payment of the
Liabilities, when and as the same shall become due, whether at the stated maturity date, by acceleration or otherwise, and the
full, prompt and unconditional performance of each term and condition to be performed by AQLV under the Purchase Agreement and
the other Transaction Documents. This Guaranty is a primary obligation of Guarantor and shall be a continuing inexhaustible Guaranty.
This is a guaranty of payment and not of collection. TCA may require Guarantor to pay and perform its liabilities and obligations
under this Guaranty and may proceed immediately against Guarantor without being required to bring any proceeding or take any action
against AQLV or any other Person prior thereto; the liability of Guarantor hereunder being independent of and separate from the
liability of AQLV, any other Person, and the availability of other collateral security for the Debentures and the other Transaction
Documents.


 


2.              
DEFINITIONS.


 


All capitalized terms used
in this Guaranty that are defined in the Purchase Agreement shall have the meanings assigned to them in the Purchase Agreement,
unless the context of this Guaranty requires otherwise. In addition to the capitalized terms defined in the Purchase Agreement,
unless the context otherwise requires, when used herein, the following capitalized terms shall have the following meanings (provided
that if a capitalized term used herein is defined in the Purchase Agreement and separately defined in this Guaranty, the meaning
of such term as defined in this Guaranty shall control for purposes of this Guaranty):


 


2.1.         
“Liabilities” means, collectively: (i) the repayment of all sums
due under the Debentures (and all extensions, renewals, replacements, future advances and amendments thereof) and the other Transaction
Documents; and (ii) the performance and observance of all terms, conditions, covenants representations and warranties set forth
in the Transaction Documents.


 


3.              
REPRESENTATION AND WARRANTIES. Guarantor represents
and warrants to TCA as follows:


 


3.1.         
Organization, Powers. Guarantor: (i) is a corporation, duly organized, validly
existing and in good standing under the Laws of the State of Washington; (ii) has the power and authority to own its properties
and Assets and to carry on its business as now being conducted and as now contemplated; and (iii) has the power and authority to
execute, deliver and perform (and the officer executing this Guaranty on behalf of Guarantor has been duly authorized to so act
and execute this Guaranty on behalf of the Guarantor), and by all necessary action has authorized the execution, delivery and performance
of, all of its obligations under this Guaranty and any other Transaction Documents to which it is a party.


 


3.2.         
Execution of Guaranty. This Guaranty, and each other Transaction Document to
which Guarantor is a party, have been duly executed and delivered by Guarantor. Execution, delivery and performance of this Guaranty
and each other Transaction Document to which Guarantor is a party will not: (i) violate any provision of any Law, any Judgment
of any Governmental Authority, or any provision of any Contract or other instrument to which Guarantor is a party or by which Guarantor
or any of its properties or Assets are bound; (ii) result in the creation or imposition of any Encumbrance of any nature, other
than the liens created by the Transaction Documents; and (iii) require any Consent from, exemption of, or filing or registration
with, any Governmental Authority or any other Person.


 


3.3.         
Obligations of Guarantor. This Guaranty and each other Transaction Document
to which Guarantor is a party are the legal, valid and binding obligations of Guarantor, enforceable against Guarantor in accordance
with their terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws or equitable principles
relating to or affecting the enforcement of creditors’ rights generally. The purchase of the Debentures by TCA and the assumption
by Guarantor of its obligations hereunder and under any other Transaction Document to which Guarantor is a party will result in
material benefits to Guarantor. This Guaranty was entered into by Guarantor for commercial purposes.


 


3.4.         
Litigation. There is no Proceeding at law or in equity or by or before any Governmental
Authority now pending or, to the knowledge of Guarantor, threatened, against or affecting Guarantor or any of its properties, assets
or rights which, if adversely determined, would materially impair or affect: (i) the value of any collateral securing the Liabilities;
(ii) Guarantor’s right to carry on its business substantially as now conducted (and as now contemplated); (iii) Guarantor’s
financial condition; or (iv) Guarantor’s capacity to consummate and perform its obligations under this Guaranty or any other
Transaction Document to which Guarantor is a party. 


 


3.5.         
No Defaults. Guarantor is not in default beyond the expiration of any applicable
grace or cure periods, in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained
herein or in any Contract or other instrument to which Guarantor is a party or by which Guarantor or any of its properties or Assets
are bound.


 


3.6.         
No Untrue Statements. To the knowledge of Guarantor, no Transaction Document
or other document, certificate or statement furnished to TCA by or on behalf of AQLV or Guarantor contains any untrue statement
of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein not
misleading. Guarantor acknowledges that all such statements, representations and warranties shall be deemed to have been relied
upon by TCA as an inducement to purchase the Debentures.


 


4.              
NO LIMITATION OF LIABILITY.


 


4.1.         
Guarantor acknowledges that the obligations undertaken herein involve the guaranty of obligations
of a Person other than Guarantor and, in full recognition of that fact, Guarantor consents and agrees that TCA may, at any time
and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness of this Guaranty:
(i) change the manner, place or terms of payment of (including, without limitation, any increase or decrease in the principal amount
of the Liabilities or the interest rate), and/or change or extend the time for payment of, or renew, supplement or modify, any
of the Liabilities, any security therefor, or any of the Transaction Documents evidencing same, and the Guaranty herein made shall
apply to the Liabilities and the Transaction Documents as so changed, extended, renewed, supplemented or modified; (ii) sell,
exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order, any property securing the Liabilities;
(iii) supplement, modify, amend or waive, or enter into or give any agreement, approval, waiver or consent with respect to, any
of the Liabilities, or any part thereof, or any of the Transaction Documents, or any additional security or guaranties, or any
condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iv) exercise or refrain from exercising
any rights against AQLV or other Persons (including Guarantor) or against any security for the Liabilities; (v) accept new or additional
instruments, documents or agreements in exchange for or relative to any of the Transaction Documents or the Liabilities, or any
part thereof; (vi) accept partial payments on the Liabilities; (vii) receive and hold additional security or guaranties
for the Liabilities, or any part thereof; (viii) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange,
substitute, transfer and/or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof
as TCA, in its sole and absolute discretion, may determine; (ix) add, release, settle, modify or discharge the obligation of any
maker, endorser, guarantor, surety, obligor or any other Person who is in any way obligated for any of the Liabilities, or any
part thereof; (x) settle or compromise any Liabilities, whether in a Proceeding or not, and whether voluntarily or involuntarily,
dispose of any security therefor (with or without consideration and in whatever manner TCA deems appropriate), and subordinate
the payment of any of the Liabilities, whether or not due, to the payment of liabilities owing to creditors of AQLV other than
TCA and Guarantor; (xi) consent to the merger, change or any other restructuring or termination of the corporate existence of AQLV
or any other Person, and correspondingly restructure the Liabilities, and any such merger, change, restructuring or termination
shall not affect the liability of Guarantor or the continuing effectiveness hereof, or the enforceability hereof with respect to
all or any part of the Liabilities; (xii) apply any sums it receives, by whomever paid or however realized, to any of the Liabilities
and/or (xiii) take any other action which might constitute a defense available to, or a discharge of, AQLV or any other Person
(including Guarantor) in respect of the Liabilities.


 


4.2.         
The invalidity, irregularity or unenforceability of all or any part of the Liabilities or
any Transaction Document, or the impairment or loss of any security therefor, whether caused by any action or inaction of TCA,
or otherwise, shall not affect, impair or be a defense to Guarantor’s obligations under this Guaranty.


 


4.3.         
Upon the occurrence and during the continuance of any Event of Default, TCA may enforce this
Guaranty independently of any other remedy, guaranty or security TCA at any time may have or hold in connection with the Liabilities,
and it shall not be necessary for TCA to marshal assets in favor of AQLV, any other guarantor of the Liabilities or any other Person
or to proceed upon or against and/or exhaust any security or remedy before proceeding to enforce this Guaranty. Guarantor expressly
waives any right to require TCA to marshal assets in favor of AQLV or any other Person, or to proceed against AQLV or any other
guarantor of the Liabilities or any collateral provided by any Person, and agrees that TCA may proceed against any obligor (including
Guarantor) and/or the collateral in such order as TCA shall determine in its sole and absolute discretion. TCA may file a separate
action or actions against Guarantor, whether action is brought or prosecuted with respect to any security or against any other
Person, or whether any other Person is joined in any such action or actions. Guarantor agrees that TCA and AQLV may deal with each
other in connection with the Liabilities or otherwise, or alter any contracts or agreements now or hereafter existing between them,
in any manner whatsoever, all without in any way altering or affecting the security of this Guaranty.


 


4.4.         
Guarantor expressly waives, to the fullest extent permitted by applicable law, any and all
defenses which Guarantor shall or may have as of the date hereof arising or asserted by reason of: (i) any disability or other
defense of AQLV, or any other guarantor for the Liabilities, with respect to the Liabilities; (ii) the unenforceability or invalidity
of any security for or guaranty of the Liabilities or the lack of perfection or continuing perfection or failure of priority of
any security for the Liabilities; (iii) the cessation for any cause whatsoever of the liability of AQLV, or any other guarantor
of the Liabilities (other than by reason of the full payment and performance of all Liabilities (other than contingent indemnification
obligations)); (iv) any failure of TCA to marshal assets in favor of AQLV or any other Person; (v) any failure of TCA to give notice
of sale or other disposition of collateral to AQLV or any other Person or any defect in any notice that may be given in connection
with any sale or disposition of collateral; (vi) any failure of TCA to comply with applicable laws in connection with the sale
or other disposition of any collateral or other security for any Liabilities, including, without limitation, any failure of TCA
to conduct a commercially reasonable sale or other disposition of any collateral or other security for any Liabilities; (vii) any
act or omission of TCA or others that directly or indirectly results in or aids the discharge or release of AQLV or any other guarantor
of the Liabilities, or of any security or guaranty therefor by operation of law or otherwise; (viii) any law which provides that
the obligation of a surety or guarantor must neither be larger in amount or in other respects more burdensome than that of the
principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation; (ix) any
failure of TCA to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person; (x) the election by
TCA, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States
Bankruptcy Code; (xi) any extension of credit or the grant of any lien under Section 364 of the United States Bankruptcy Code;
(xii) any use of collateral under Section 363 of the United States Bankruptcy Code; (xiii) any agreement or stipulation with respect
to the provision of adequate protection in any bankruptcy proceeding of any Person; (xiv) the avoidance of any lien or security
interest in favor of TCA for any reason; (xv) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation
or dissolution proceeding commenced by or against any Person, including without limitation any discharge of, or bar or stay against
collecting, all or any of the Liabilities (or any interest thereon) in or as a result of any such proceeding; or (xvi) any action
taken by TCA that is authorized by this Section or any other provision of any Transaction Document. Guarantor expressly waives
all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance,
protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect
to the Liabilities, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional
Liabilities.


 


4.5.         
This is a continuing guaranty and shall remain in full force and effect as to all of the Liabilities
until such date as all amounts owing by AQLV to TCA shall have been paid in full and all obligations of AQLV with respect to any
of the Liabilities shall have terminated or expired (such date is referred to herein as the “Termination Date”).


 


5.              
LIMITATION ON SUBROGATION. Until the Termination
Date, Guarantor waives any present or future right to which Guarantor is or may become entitled to be subrogated to TCA’s
rights against AQLV or to seek contribution, reimbursement, indemnification, payment or the like, or participation in any claim,
right or remedy of TCA against AQLV or any security which TCA now has or hereafter acquires, whether or not such claim, right or
remedy arises under contract, in equity, by statute, under common law or otherwise. If, notwithstanding such waiver, any funds
or property shall be paid or transferred to Guarantor on account of such subrogation, contribution, reimbursement, or indemnification
at any time when all of the Liabilities have not been paid in full, Guarantor shall hold such funds or property in trust for TCA
and shall forthwith pay over to TCA such funds and/or property to be applied by TCA to the Liabilities.


 


6.              
COVENANTS.


 


6.1.         
Subordination of Other Debts. Guarantor hereby: (a) subordinates the obligations
now or hereafter owed by AQLV to Guarantor (“Subordinated Debt”) to any and all obligations of AQLV to
TCA now or hereafter existing while this Guaranty is in effect, and hereby agrees that Guarantor will not request or accept payment
of or any security for any part of the Subordinated Debt, and any proceeds of the Subordinated Debt paid to Guarantor, through
error or otherwise, shall immediately be forwarded to TCA by Guarantor, properly endorsed to the order of TCA, to apply to the
Liabilities.


 


6.2.         
Security for Guaranty. All of Guarantor’s obligations and liability evidenced
by this Guaranty is also secured by all of the Assets and property of the Guarantor pursuant to that certain Security Agreement
by and between the Guarantor and TCA made of even date herewith (the “Security Agreement”). All of the
agreements, conditions, covenants, provisions, representations, warranties and stipulations contained in the Security Agreement
or any other Transaction Documents to which Guarantor is a party which are to be kept and performed by the Guarantor are hereby
made a part of this Guaranty to the same extent and with the same force and effect as if they were fully set forth herein, and
the Guarantor covenants and agrees to keep and perform them, or cause them to be kept or performed, strictly in accordance with
their terms.


 


7.              
EVENTS OF DEFAULT.


 


Each of the following shall
constitute a default (each, an “Event of Default”) hereunder:


 


7.1.         
Non-payment when due, and after all applicable grace periods, of any sum required to be paid
to TCA under any of the Transaction Documents or of any of the other Liabilities;


 


7.2.         
A breach by Guarantor of any other term, covenant, condition, obligation or agreement under
this Guaranty;


 


7.3.         
Any representation or warranty made by Guarantor in this Guaranty or under the Purchase Agreement
shall prove to be false, incorrect or misleading in any material respect as of the date when made;


 


7.4.         
A default by AQLV or Guarantor, after all applicable grace or notice periods, under any of
the Transaction Documents; or


 


7.5.         
The occurrence of any of the following events: (i) Guarantor makes an assignment for the benefit
of creditors; (ii) any order or decree is rendered by a court which appoints or requires the appointment of a receiver, liquidator
or trustee for Guarantor, and the order or decree is not vacated within thirty (30) days from the date of entry thereof; (iii)
any order or decree is rendered by a court adjudicating Guarantor insolvent, and the order or decree is not vacated within thirty
(30) days from the date of entry thereof; (iv) Guarantor files a petition in bankruptcy under the provisions of any bankruptcy
law or any insolvency act; (v) Guarantor admits, in writing, its inability to pay its debts as they become due; (vi) a proceeding
or petition in bankruptcy is filed against Guarantor and such proceeding or petition is not dismissed within thirty (30) days from
the date it is filed; or (vii) Guarantor files a petition or answer seeking reorganization or arrangement under the bankruptcy
laws or any law or statute of the United States or any state.


 


8.              
REMEDIES.


 


8.1.         
Upon an Event of Default, all liabilities and obligations of Guarantor hereunder shall become
immediately due and payable without demand or notice and, in addition to any other remedies provided by law or in equity, TCA may:


 


8.1.1.    
Enforce the obligations of Guarantor under this Guaranty.


 


8.1.2.    
To the extent not prohibited by and in addition to any other remedy provided by law or equity,
setoff against any of the Liabilities any sum owed by TCA in any capacity to Guarantor whether due or not. 


 


8.1.3.    
Perform any covenant or agreement of Guarantor in default hereunder (but without obligation
to do so) and in that regard pay such money as may be required or as TCA may reasonably deem expedient. Any costs, expenses or
fees, including reasonable attorneys’ fees and costs, incurred by TCA in connection with the foregoing shall be included
in the Liabilities guaranteed hereby, and shall be due and payable on demand, together with interest at the highest non-usurious
rate permitted by applicable law, such interest to be calculated from the date of such advance to the date of repayment thereof.
Any such action by TCA shall not be deemed to be a waiver or release of Guarantor hereunder and shall be without prejudice to any
other right or remedy of TCA.


 


8.2.         
Settlement of any claim by TCA against AQLV, whether in any Proceeding or not, and whether
voluntary or involuntary, shall not reduce the amount due under the terms of this Guaranty, except to the extent of the amount
actually paid by AQLV or any other obligated Person and legally retained by TCA in connection with the settlement (unless otherwise
provided for herein).


 


9.              
MISCELLANEOUS.


 


9.1.         
Disclosure of Financial Information. TCA is hereby authorized to disclose any
financial or other information about Guarantor to any Governmental Authority having jurisdiction over TCA or to any present, future
or prospective participant or successor in interest in the Debentures. The information provided may include, without limitation,
amounts, terms, balances, payment history, return item history and any financial or other information about Guarantor.


 


9.2.         
Remedies Cumulative. The rights and remedies of TCA, as provided herein and
in any other Transaction Document, shall be cumulative and concurrent, may be pursued separately, successively or together, may
be exercised as often as occasion therefor shall arise, and shall be in addition to any other rights or remedies conferred upon
TCA at law or in equity. The failure, at any one or more times, of TCA to exercise any such right or remedy shall in no event be
construed as a waiver or release thereof. TCA shall have the right to take any action it deems appropriate without the necessity
of resorting to any collateral securing this Guaranty.


 


9.3.         
Integration. This Guaranty and the other Transaction Documents constitute the
sole agreement of the parties with respect to the transaction contemplated hereby and thereby and supersede all oral negotiations
and prior writings with respect thereto.


 


9.4.         
Attorneys’ Fees and Expenses. If TCA retains the services of counsel by
reason of a claim of an Event of Default hereunder or under any of the other Transaction Documents, or on account of any matter
involving this Guaranty, or for examination of matters subject to TCA’s approval under the Transaction Documents, all costs
of suit and all reasonable attorneys’ fees and such other reasonable expenses so incurred by TCA shall forthwith, on demand,
become due and payable and shall be secured hereby.


 


9.5.         
No Implied Waiver. TCA shall not be deemed to have modified or waived any of
its rights or remedies hereunder unless such modification or waiver is in writing and signed by TCA, and then only to the extent
specifically set forth therein. A waiver in one event shall not be construed as continuing or as a waiver of or bar to such right
or remedy on a subsequent event. 


 


9.6.         
Waiver. Except as otherwise provided herein or in any of the Transaction Documents,
Guarantor waives notice of acceptance of this Guaranty and notice of the Liabilities and waives notice of default, non-payment,
partial payment, presentment, demand, protest, notice of protest or dishonor, and all other notices to which Guarantor might otherwise
be entitled or which might be required by law to be given by TCA. Guarantor waives the right to any stay of execution and the benefit
of all exemption laws, to the extent permitted by law, and any other protection granted by law to guarantors, now or hereafter
in effect with respect to any action or proceeding brought by TCA against it. Guarantor irrevocably waives all claims of waiver,
release, surrender, alteration or compromise and the right to assert against TCA any defenses, set-offs, counterclaims, or claims
that Guarantor may have at any time against AQLV or any other party liable to TCA.


 


9.7.         
No Third Party Beneficiary. Except as otherwise provided herein, Guarantor and
TCA do not intend the benefits of this Guaranty to inure to any third party and no third party (including AQLV) shall have any
status, right or entitlement under this Guaranty.


 


9.8.         
Partial Invalidity. The invalidity or unenforceability of any one or more provisions
of this Guaranty shall not render any other provision invalid or unenforceable. In lieu of any invalid or unenforceable provision,
there shall be added automatically a valid and enforceable provision as similar in terms to such invalid or unenforceable provision
as may be possible.


 


9.9.         
Binding Effect. The covenants, conditions, waivers, releases and agreements
contained in this Guaranty shall bind, and the benefits thereof shall inure to, the parties hereto and their respective heirs,
executors, administrators, successors and permitted assigns; provided, however, that this Guaranty cannot be assigned by Guarantor
without the prior written consent of TCA, and any such assignment or attempted assignment by Guarantor shall be void and of no
effect with respect to the TCA. 


 


9.10.      
Modifications. This Guaranty may not be supplemented, extended, modified or
terminated except by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification or
discharge is sought.


 


9.11.      
Sales or Participations. TCA may from time to time sell or assign the Debentures,
in whole or in part, or grant participations in the Debentures and/or the obligations evidenced thereby without the consent of
AQLV or Guarantor, provided, however, TCA shall provide written notice to AQLV and Guarantor of any such assignment or grant of
participations. The holder of any such sale, assignment or participation, if the applicable agreement between TCA and such holder
so provides, shall be: (a) entitled to all of the rights, obligations and benefits of TCA (to the extent of such holder’s
interest or participation); and (b) deemed to hold and may exercise the rights of setoff or banker’s lien with respect to
any and all obligations of such holder to Guarantor (to the extent of such holder’s interest or participation), in each case
as fully as though Guarantor was directly indebted to such holder. TCA may in its discretion give notice to Guarantor of such sale,
assignment or participation; however, the failure to give such notice shall not affect any of TCA’s or such holder’s
rights hereunder.


 


9.12.      
Jurisdiction. Guarantor hereby consents that any action or proceeding against
him be commenced and maintained in Clark County, State of Nevada by service of process on them; and Guarantor agrees that the courts
of such County shall have jurisdiction with respect to the subject matter hereof and the person of Guarantor and all collateral
securing the obligations of Guarantor, provided, however, that nothing herein shall prevent TCA from bringing suit or taking legal
action in any other jurisdiction. Guarantor agrees not to assert any defense to any action or proceeding initiated by TCA based
upon improper venue or inconvenient forum. 


 


9.13.      
Notices. All notices of request, demand and other communications hereunder shall
be addressed to the parties as follows:


 


If to the Guarantor:Focus Systems,
Inc.


4550 NW Newberry Hill Road,
Suite 202


Silverdale, WA 98383


Attn: Mr. William Wright,
CEO


Telephone: (360) 536-4220


Facsimile: (360) 473-1160


E-Mail: bwright@aqualivtech.com


 


With a copy to:Seth Brookman,
Esq.


(which shall not constitute notice)Lucosky
Brookman, LLP


33 Wood Avenue South, 6th
Floor


Iselin, New Jersey 08830


Phone: (732) 395-4400


Fax: (732) 395-4401


Email: sbrookman@lucbro.com


 


If to TCA:TCA Global Credit Master
Fund, LP


1404 Rodman Street


Hollywood, FL 33020


Attn: Mr. Robert Press


Telephone: (786) 323-1650


Facsimile: (786) 323-1651


E-Mail: bpress@trafcap.com


 


With a copy to:David Kahan, P.A.


6420 Congress Ave., Suite
1800


Boca Raton, FL 33487


Attn: David Kahan, Esq.


Telephone: (561) 672-8330


Facsimile: (561) 672-8301


E-Mail: david@dkpalaw.com


 


unless the address is changed by the party
by like notice given to the other parties. Notice shall be in writing and shall be deemed delivered: (i) if mailed by certified
mail, return receipt requested, postage prepaid and properly addressed to the address below, then three (3) business days after
deposit of same in a regularly maintained U.S. Mail receptacle; or (ii) if mailed by Federal Express, UPS or other nationally recognized
overnight courier service, next business morning delivery, then one (1) business day after deposit of same in a regularly maintained
receptacle of such overnight courier; or (iii) if hand delivered, then upon hand delivery thereof to the address indicated on or
prior to 5:00 p.m., EST, on a business day. Any notice hand delivered after 5:00 p.m., EST, shall be deemed delivered on the following
business day. Notwithstanding the foregoing, notice, consents, waivers or other communications referred to in this Debenture may
be sent by facsimile, e-mail, or other method of delivery, but shall be deemed to have been delivered only when the sending party
has confirmed (by reply e-mail or some other form of written confirmation from the receiving party) that the notice has been received
by the other party.


 


9.14.      
Governing Law. This Guaranty shall be governed by and construed in accordance
with the substantive laws of the State of Nevada without reference to conflict of laws principles.


 


9.15.      
Joint and Several Liability. The word “Guarantor” or “Guarantors”
shall mean all of the undersigned persons, if more than one, and their liability shall be joint and several. The liability of Guarantor
shall also be joint and several with the liability of any other guarantor under any other guaranty.


 


9.16.      
Continuing Enforcement. If, after receipt of any payment of all or any part
of the Liabilities, TCA is compelled or reasonably agrees, for settlement purposes, to surrender such payment to any person or
entity for any reason (including, without limitation, a determination that such payment is void or voidable as a preference or
fraudulent conveyance, an impermissible setoff, or a diversion of trust funds), then this Guaranty shall continue in full force
and effect or be reinstated, as the case may be, and Guarantor shall be liable for, and shall indemnify, defend and hold harmless
TCA with respect to the full amount so surrendered. The provisions of this Section shall survive the termination of this Guaranty
and shall remain effective notwithstanding the payment of the Liabilities, the cancellation or redemption of the Debentures, this
Guaranty or any other Transaction Document, the release of any security interest, lien or Encumbrance securing the Liabilities
or any other action which TCA may have taken in reliance upon its receipt of such payment. Any cancellation, release or other such
action shall be deemed to have been conditioned upon any payment of the Liabilities having become final and irrevocable.


 


9.17.      
WAIVER OF JURY TRIAL. GUARANTOR AGREES
THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY SUIT, ACTION OR PROCEEDING, WHETHER CLAIM OR COUNTERCLAIM, BROUGHT BY TCA
OR GUARANTOR ON OR WITH RESPECT TO THIS GUARANTY OR ANY OTHER TRANSACTION DOCUMENT OR THE DEALINGS OF THE PARTIES WITH RESPECT
HERETO OR THERETO, SHALL BE TRIED ONLY BY A COURT AND NOT BY A JURY. TCA AND GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY
AND INTELLIGENTLY, AND WITH THE ADVICE OF THEIR RESPECTIVE COUNSEL, WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING. FURTHER, GUARANTOR WAIVES ANY RIGHT THEY MAY HAVE TO CLAIM OR RECOVER,
IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES OTHER THAN, OR IN ADDITION
TO, ACTUAL DAMAGES. GUARANTOR ACKNOWLEDGES AND AGREES THAT THIS SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS GUARANTY AND
THAT TCA WOULD NOT PURCHASE THE DEBENTURES IF THE WAIVERS SET FORTH IN THIS SECTION WERE NOT A PART OF THIS GUARANTY. 


 


[Signatures on the following page]


 



     

     

    

 


IN WITNESS WHEREOF,
Guarantor, intending to be legally bound, has duly executed and delivered this Guaranty Agreement as of the day and year first
above written.


 


FOCUS SYSTEMS, INC.





 


By:_________________________________


Name:______________________________


Title:_______________________________