GUARANTY
AGREEMENT


 


This GUARANTY (this
"Agreement"), dated as of the 3rd day in December 2012, is entered into by Focus
Venture Partners, Inc., a Nevada corporation “Guarantor”) by and between and in favor of Michael D. Traina an
individual residing at 2 Mercer Gate Drive, Doylestown, Pennsylvania 18901 (“Lender”).


 


RECITALS


 


WHEREAS, Optos
Capital Partners, LLC, a Delaware limited liability company (the "Borrower"),
entered into an Interest Purchase Agreement for the purchase of 100% of the membership interest of MDT Labor, LLC of even date
herewith; and


 


WHEREAS, in
as part of the purchase price Borrower executed and delivered a Promissory Note in the amount of four million dollars ($4,000,000.00)
of even date herewith to Lender; and


 


WHEREAS, Borrower
agreed to comply with the terms, covenant, conditions and obligations under the Interest Purchase Agreement and the Promissory
Term Note, (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its provisions)
hereinafter collectively referred to as the “Loan Agreements" (capitalized terms used herein without definition
shall have the meanings ascribed thereto in the Loan Agreements); and


 


WHEREAS, it
is a condition precedent to Lender entering into the Interest Purchase Agreement and making the loans under the Loan Agreements,
that Guarantor shall have executed and delivered this Agreement to Lender.


 


WHEREAS, Borrower
is the wholly owned subsidiary of Guarantor and as the parent company of Borrower, Guarantor will derive substantial direct and
indirect benefit from the Loan Agreements; and


 


NOW THEREFORE,
in consideration of the premises and in order to induce the Lender to make loans under the Loan Agreements, Guarantor hereby agrees
as follows:


 


Article
I


Definitions


 


For purposes of this Agreement, the following
terms shall have the following meanings:


 


"Bankruptcy
Code" means Title 11 of the United States Code, as amended, or any similar federal or state law for the relief
of debtors.


 


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"Change
in Law" means the occurrence after the date of this Agreement of: (a) the adoption or effectiveness of any
law, rule, regulation, judicial ruling, judgment or treaty, (b) any change in any law, rule, regulation or treaty or in the administration,
interpretation, implementation or application by any Governmental Authority of any law, rule, regulation or treaty, or (c) the
making or issuance by any Governmental Authority of any request, rule, guideline or directive, whether or not having the force
of law, regardless of the date enacted, adopted or issued.


 


"Governmental
Authority" means the government of any nation or any political subdivision thereof, whether at the national,
state, territorial, provincial, municipal or any other level, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions
of, or pertaining to, government.


 


"Guarantor" has
the meaning set forth in the Preamble hereof.


 


"Lender" has
the meaning set forth in the Preamble hereof.


 


"Borrower" has the meaning
set forth in the Preamble hereof.


 


Article
II


Agreement to Guarantee Obligations


 


Section
2.01Guaranty. Guarantor, hereby absolutely, unconditionally and irrevocably guarantees, as primary obligor
and not merely as surety,


 


(a)          all
obligations and payments by the Borrower of:


 


(i)
          the principal of and premium, if any, and interest at the rate specified
in the Loan Agreements (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding ("Post-Petition Interest")
under the Loan Agreements (including any reimbursement obligation for disbursements and interest (including Post-Petition Interest)
when and as due, whether at scheduled maturity, date set for prepayment, by acceleration or otherwise, and


 


(ii)
          the prompt performance of all covenants, agreements, obligations and
liabilities of the Borrower to the Lender under or in respect of the Loan Agreements, when and as due, including fees, costs, expenses
(including, without limitation, reasonable fees and expenses of counsel incurred by the Lender in enforcing any rights under this
Agreement or the Loan Agreements, contract causes of action and indemnities, whether primary, secondary, direct or indirect, absolute
or contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership
or other similar proceeding, regardless of whether allowed or allowable in such proceeding); and


 


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(b)
          all such obligations in subsection (a), whether now or hereafter existing,
being referred to collectively as the "Obligations". Guarantor further agrees
that all or part of the Obligations may be increased, extended, substituted, amended, renewed or otherwise modified without notice
to or consent from such Guarantor and such actions shall not affect the liability of such Guarantor hereunder. Without limiting
the generality of the foregoing, Guarantor's liability shall extend to all amounts that constitute part of the Obligations and
would be owed to the Lender under or in respect of the Loan Agreements, but for the fact that they are unenforceable or not allowable
due to the existence of a bankruptcy, reorganization or similar proceeding involving Borrower.


 


Section
2.02  Reinstatement. Guarantor agrees that its guaranty hereunder shall continue to be effective or
be reinstated, as the case may be, if at any time all or part of any payment of any Obligation is rescinded or must otherwise be
returned by the Lender or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower.


 


Article
III


Guaranty Absolute and Unconditional; Waivers


 


Section
3.01Guaranty Absolute and Unconditional; No Waiver of Obligations. Guarantor guarantees that the Obligations
will be paid strictly in accordance with the terms of the Loan Agreements, regardless of any law, regulation or order of any Governmental
Authority now or hereafter in effect. The Obligations of Guarantor hereunder are independent of the Obligations under the Loan
Agreements. A separate action may be brought against Guarantor to enforce this Agreement, whether or not any action is brought
against the Borrower or whether or not the Borrower is joined in any such action. The liability of Guarantor hereunder is irrevocable,
continuing, absolute and unconditional and the Obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise
effected by, and Guarantor hereby irrevocably waives any defenses to enforcement it may have now or in the future by reason of:


 


(a)
          any illegality or lack of validity or enforceability of any Obligation
or any Loan Agreements or any related agreement or instrument;


 


(b)
          any change in the time, place or manner of payment of, or in any other
term of, the Obligations under the Loan Agreements, or any rescission, waiver, amendment or other modification of the Loan Agreements,
including any increase in the Obligations resulting from any extension of additional loans or otherwise;


 


(c)
          any default, failure or delay, willful or otherwise, in the performance
of the Obligations;


 


(d)
          any change, restructuring or termination of the corporate structure,
ownership or existence of the Borrower, any of its subsidiaries or any insolvency, bankruptcy, reorganization or other similar
proceeding affecting the Borrower or its assets or any resulting release or discharge of any Obligation;


 


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(e)
          the failure of the Lender to assert any claim or demand or to exercise
or enforce any right or remedy under the provisions of any Loan Agreements or otherwise; or


 


(f)
          any defense, set-off or counterclaim (other than a defense of payment
or performance) that may at any time be available to, or be asserted by, the Borrower against the Lender.


 


Section
3.02  Waivers and Acknowledgements.


 


(a)
          Guarantor hereby unconditionally and irrevocably waives any right to
revoke this Agreement and acknowledges that this Agreement is continuing in nature and applies to all presently existing and future
Obligations.


 


(b)
          Guarantor hereby unconditionally and irrevocably waives promptness,
diligence, notice of acceptance, presentment, demand for performance, notice of non-performance, default, acceleration, protest
or dishonor and any other notice with respect to any of the Obligations and this Agreement and any requirement that the Lender
protect, secure, perfect or insure any Lien or any property subject thereto.


 


(c)
          Guarantor hereby unconditionally and irrevocably waives any defense
based on any right of set-off or recoupment or counterclaim against or in respect of the Obligations of such Guarantor hereunder.


 


Article
IV


Guarantor Rights of Subrogation, Etc.


 


Section
4.01  Agreement to Pay.


 


(a)
          Without limiting any other right that the Lender has at law or in equity
against Guarantor, if the Borrower fails to pay any Obligation when and as due, whether at maturity, by acceleration, after notice
of prepayment or otherwise, Guarantor agrees to promptly pay the amount of such unpaid Obligations to the Lender. Upon payment
by any Guarantor of any sums to the Lender as provided herein, all of such Guarantor's rights of subrogation, exoneration, contribution,
reimbursement, indemnity or otherwise arising therefrom against the Borrower shall be subordinate and junior in right of payment
to the prior indefeasible payment in full of all Obligations.


 


Article
V


Representations and Warranties; Covenants


 


Section
5.01Representations and Warranties. Guarantor represents and warrants as to itself that all representations
and warranties relating to it contained in the Loan Agreements are true and correct. Guarantor further represents and warrants
that:


 


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(a)
          There are no conditions precedent to the effectiveness of this Agreement
that have not been satisfied or waived.


 


(b)
          Such Guarantor has, independently and without reliance upon the Lender
and based on such Agreement and information as it has deemed appropriate, made its own credit analysis and decision to enter into
this Agreement and has established adequate procedures for continually obtaining information pertaining to, and is now and at all
times will be completely familiar with, the business, condition (financial or otherwise), operations, performance, properties and
prospects of the Borrower.


 


Section
5.02  Covenants.  Guarantor covenants and agrees that, until the Termination Date, such Guarantor will
perform and observe, and cause Borrower to perform and observe, all of the terms, covenants and agreements set forth in the Loan
Agreements that are required to be, or that the Borrower has agreed to cause to be, performed or observed.


 


Article
VI


Miscellaneous


 


Section
6.01  Amendments. No term or provision of this Agreement may be waived, amended, supplemented or otherwise
modified except in a writing signed by each Guarantor and Lender.


 


Section
6.02  Indemnification. Guarantor hereby agrees to indemnify and hold harmless the Lender ("Indemnitee")
from any losses, damages, liabilities, claims and related expenses (including the fees and reasonable expenses of any counsel for
any Indemnitee) incurred by Indemnitee or asserted against any Indemnitee arising out of, in connection with or resulting from
this Agreement (including, without limitation, enforcement of this Agreement) or any failure of any Obligations to be the legal,
valid, and binding obligations of Borrower in accordance with their terms, whether brought by a third party or by such Guarantor,
and regardless of whether any Indemnitee is a party thereto.


 


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Section
6.03  Notices.


 


(a)
          Notices Generally. Except in the case of notices and other communications
expressly permitted to be given by telephone (or by e-mail as provided in paragraph (b) below), all notices and other communications
provided for herein shall be made in writing and mailed by certified or registered mail, delivered by hand or overnight courier
service, or sent by facsimile as follows:


 


(i)           If
to Guarantor, to it at:


969 Postal Road, Suite 100 Allentown,
PA 18109


Attention
of Christopher Furgeson


Facsimile
No. (610) 672-9999;


E-mail:
cferguson@focusfiber.com


 


(ii)           If
to the Lender, to it at 


2 Mercer
Gate Drive Doylestown, PA 18901,


Attention
of Mike D. Traina


Facsimile
No. 727-773-1821;


E-mail:
traina@ilabornetwork.com


 


Notices mailed by certified or registered
mail or sent by hand or overnight courier service shall be deemed to have been given when received. Notices sent by facsimile during
the recipient's normal business hours shall be deemed to have been given when sent with successful delivery confirmation (and if
sent after normal business hours shall be deemed to have been given at the opening of the recipient's business on the next business
day).


 


(b)
          Change of Address, Etc.  Any party hereto may change its address
or facsimile number for notices and other communications hereunder by notice to the other parties hereto.


 


Section
6.04  Continuing Guaranty; Assignments Under the Loan Agreements. This Agreement is a continuing guaranty
and shall (i) remain in full force and effect until the latest of (x) the payment in full of the Obligations and all other amounts
payable under the Loan Agreements, (y) the Maturity Date (as defined in the Loan Agreements), and (z) the date of expiration or
termination of all Obligations, covenants and warrants under the Loan Agreements, (ii) be binding on Guarantor, its successors
and assigns, and (iii) inure to the benefit of and be enforceable by the Lender and its successors and assigns. The Lender may
assign or otherwise transfer all or any portion of its rights and obligations under the Loan Agreements to any other Person, and
such other Person shall thereupon become vested with all the benefits in respect thereof granted to the Lender herein or otherwise.
Guarantor shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the
Lender.


 


Section
6.05  Counterparts; Integration; Effectiveness; Electronic Execution. This Agreement and any amendments,
waivers, consents or supplements hereto may be executed in counterparts (and by different parties hereto in different counterparts),
each of which shall constitute an original, but all taken together shall constitute a single contract. This Agreement and the Loan
Agreements constitute the entire contract among the parties with respect to the subject matter hereof and supersede all previous
agreements and understandings, oral or written, with respect thereto. This Agreement shall become effective when the Lender shall
have received counterparts hereof that together bear the signatures of the other party hereto. Delivery of an executed counterpart
of a signature page to this Agreement by facsimile or in electronic (i.e., "pdf" or "tif") format shall be
effective as delivery of a manually executed counterpart of this Agreement.


 


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Section
6.06  Governing Law; Jurisdiction; Etc.


 


(a)
          Governing Law. This Agreement and the other Loan Agreements
and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or
relating to this Agreement and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Pennsylvania.


 


(b)
          Submission to Jurisdiction. Guarantor irrevocably and unconditionally
agrees that it will not commence any action, litigation or proceeding of any kind whatsoever, whether in law or equity, or whether
in contract or tort or otherwise, against the Lender, relating to this Agreement or the transactions contemplated hereby, in any
forum other than the courts of the Commonwealth of Pennsylvania or the Eastern District Court of Pennsylvania and each of the parties
hereto irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees that any such action, litigation
or proceeding may be brought in any such state court or, to the fullest extent permitted by applicable law, in such federal court.


 


(c)
          Waiver of Venue. Guarantor irrevocably and unconditionally waives,
to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the venue of any such action
or proceeding in any such court referred to in clause (b) of this Section. Each of the parties hereto hereby irrevocably waives,
to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding
in any such court.


 


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Section
6.07  Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY.
EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN AGREEMENTS BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


[SIGNATURES
ON FOLLOWING PAGE]


 


Guaranty Agreement
–Focus Venture Partners, Inc.


 



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IN WITNESS WHEREOF, the parties
have executed and delivered this Guaranty Agreement as of the date first set forth above, intending to be legally bound.


 


	 	Focus Venture Partners, Inc.
	 	 
	 	By/s/ Chris Ferguson
	 	Name: Chris Ferguson
	 	Title: President


 


	Mike D. Traina	 
	 	 
	 	 
	/s/ Mike D. Traina	 


 


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