(i) any modification, discharge, renewal or extension of the Liabilities or the Note, or anyamendment, modification or stay of VeriChip’s rights under the Note which may occur in anybankruptcy or reorganization case or proceeding concerning Borrower, whether permanent or temporaryand whether or not assented to by VeriChip, (ii) any notice of withdrawal of this Guaranty, at anytime and from time to time before, at or after maturity of the Note, (iii) any substitution orexchange, in whole or in part, of any collateral or any security held in connection with the Note,(iv) any furnishing of additional collateral for the Note, (v) any determination that anycollateral has become impaired or that any security interest taken by VeriChip to secure the Noteis invalid or unperfected, (vi) any determination that any signatures on behalf of Borrower on theNote are not genuine or that the Note is not the legal, valid and binding obligation of Borrower,or (vii) any defenses which Borrower may have as to any sums due under the Note.6. Waiver of Subrogation. Until the Liabilities have been paid in full, the Guarantorirrevocably waives, relinquishes and renounces any right of subrogation, contribution, indemnity,reimbursement or any claim whatsoever which the Guarantor may have against Borrower or any otherguarantors liable on the Note arising out of, or in any way connected with, the documentsevidencing, securing, guaranteeing or otherwise relating to the Note (the “Loan Documents”). TheGuarantor will not assert any such claim against Borrower or any such guarantor, in any proceeding,legal or equitable, including any bankruptcy, insolvency or reorganization proceeding, beforeVeriChip is paid in full for the Liabilities. This provision will inure to the benefit of and willbe enforceable by VeriChip, Borrower and any such guarantors, and their successors and assigns,including any trustee in bankruptcy or debtor-in-possession. This provision will not prevent theGuarantor from asserting a claim against Borrower or any such guarantors once the Liabilities havebeen fully paid to VeriChip. Once the Liabilities have been paid in full, if the Guarantor has madeany payment to VeriChip under this Guaranty, then VeriChip will assign to the Guarantor, to theextent of such payment, VeriChip’s interest in the Loan Documents and any judgments againstBorrower.7. Reinstatement of Guaranteed Liabilities. The Guarantor acknowledges and agreesthat the Guarantor’s obligations hereunder shall apply to and continue with respect to any amountpaid to VeriChip on the Liabilities which is subsequently recovered from VeriChip for any reasonwhatsoever (including, without limitation, as a result of any bankruptcy, insolvency or fraudulentconveyance proceeding), notwithstanding the fact that the Liabilities may have been previously paidin full or this Guaranty terminated, or both.8. Registration. As consideration for the Guaranty, if at any time Borrower proposesto register shares of its common stock under the Securities Act of 1933, as amended (the“Securities Act”), in connection with the public offering of such shares for cash (a “ProposedRegistration”) other than a registration statement on Form S-8 or Form S-4 or any successor orother forms promulgated for similar purposes, Borrower shall, at such time, promptly give Guarantorwritten notice of such Proposed Registration. Guarantor shall have ten (10) days from its receiptof such notice to deliver to Borrower a written request specifying the amount of RegistrableSecurities that Guarantor intends to sell and Guarantor’s intended method of distribution. Uponreceipt of such request, Borrower shall use its commercially reasonable efforts to cause allRegistrable Securities which Borrower has been requested to register to be registered under theSecurities Act to the extent necessary to permit their sale or other disposition in accordance withthe intended methods of distribution specified in the request of Guarantor;
 
 

 
provided, however, that Borrower shall have the right to postpone or withdrawany registration effected pursuant to this Section 8 without obligation to Guarantor. If, inconnection with any underwritten public offering for the account of Borrower or for stockholders ofBorrower that have contractual rights to require Borrower to register shares of common stock, themanaging underwriter(s) thereof shall impose a limitation on the number of shares of common stockwhich may be included in a registration statement because, in the judgment of such underwriter(s),marketing or other factors dictate such limitation is necessary to facilitate such offering, thenBorrower shall be obligated to include in the registration statement only such limited portion ofthe Registrable Securities with respect to which Guarantor has requested inclusion hereunder assuch underwriter(s) shall permit. For purposes herein, “Registrable Securities” means the sharesof common stock issuable pursuant to the exercise of the Warrant (without regard to any limitationon such exercise), and any shares of capital stock issued or issuable from time to time (with anyadjustments) in replacement of, in exchange for or otherwise in respect of the shares issued orissuable pursuant to the exercise of the Warrant; provided, however, that“Registrable Securities” shall not include any such shares that have been sold pursuant to Rule 144of the Securities Act.9. Assignment. VeriChip may, from time to time, whether before or after any withdrawalof this Guaranty, without notice to the Guarantor, assign or transfer any or all of the Liabilitiesor any interest therein; and, notwithstanding any such assignment or transfer or any subsequentassignment or transfer thereof, such Liabilities shall be and remain Liabilities for purposes ofthis Guaranty, and each and every immediate and successive assignee or transferee of any of theLiabilities or of any interest therein shall, to the extent of the interest of such assignee ortransferee in the Liabilities, be entitled to the benefits of this Guaranty to the same extent asif such assignee or transferee were VeriChip; *provided, however*, that, unless VeriChip shallotherwise consent in writing, VeriChip shall have an unimpaired right, prior and superior to thatof any such assignee or transferee, to enforce this Guaranty, for the benefit of VeriChip, as tothat portion of the Liabilities which VeriChip has not assigned or transferred.10. Cumulative Rights; No Waiver. Each and every right granted to VeriChip hereunderor under any other document delivered hereunder or in connection herewith, or allowed it by law orequity, shall be cumulative and may be exercised from time to time subject only to the limitationsset forth in this Guaranty. No failure on the part of VeriChip to exercise, and no delay inexercising, any right shall operate as a waiver thereof, nor shall any single or partial exerciseby VeriChip of any right preclude any other or future exercise thereof or the exercise of any otherright.11. Interpretation and Construction. Each reference herein to VeriChip shall be deemedto include its successors and assigns, and each reference to Borrower and the Guarantor and anypronouns referring thereto as used herein shall be construed in the singular or plural as thecontext may require and shall be deemed to include the heirs, executors, administrators, legalrepresentatives, successors and assigns of Borrower and the Guarantor, all of whom shall be boundby the provisions hereof. All references herein to Borrower shall be deemed to include anysuccessor or successors, whether immediate or remote, to Borrower.12. Continuing Guaranty. This instrument is intended to be a full, complete andcontinuing guaranty to VeriChip to the extent of and for the Liabilities owing by Borrower to
 
 

 
VeriChip from time to time and to be valid and continuous without other or further notice tothe Guarantor, notwithstanding the death, disability or dissolution of Borrower or any otherguarantor, until notice in writing of withdrawal of this Guaranty, signed by the parties hereto orany of them or by the legal representative(s) of a deceased party, has actually been given toVeriChip, and then only as to the party or parties signing such notice and to transactionssubsequent to the time of such notice; *provided, however*, that no such notice of withdrawal shallaffect or impair any of the agreements and obligations of the Guarantor hereunder with respect toany and all Liabilities existing at the time of actual receipt of such notice by VeriChip untilpaid in full; and shall not affect or impair VeriChip’s right to recover all expenses paid orincurred by VeriChip endeavoring to enforce this Guaranty against the Guarantor. All of theagreements and obligations of the Guarantor under this Guaranty shall, notwithstanding any suchnotice of withdrawal, remain in effect until all such Liabilities and all such expenses shall havebeen paid in full.13. Subsequent Guaranties. No subsequent guaranty by the Guarantor or any other personof the Liabilities shall be deemed to be in lieu of or to supersede this Guaranty, unless otherwiseexpressly provided therein. The obligation under this Guaranty shall be in addition to anyobligation of the Guarantor as endorser of any obligations of Borrower.14. Governing Law/Venue. The validity, construction, enforcement, and interpretationof this Guaranty are governed by the laws of the State of Florida and the federal laws of theUnited States of America, excluding the laws of those jurisdictions pertaining to resolution ofconflicts with laws of other jurisdictions. The Guarantor (a) consents to the personaljurisdiction of the state and federal courts having jurisdiction in Palm Beach County, Florida, (b)stipulates that the proper, exclusive, and convenient venue for any legal proceeding arising out ofthis Guaranty is Palm Beach County, Florida, for state court proceedings, and the Southern Districtof Florida, for federal district court proceedings, and (c) waives any defense, whether asserted bya motion or pleading, that Palm Beach County, Florida, or the Southern District of Florida, is animproper or inconvenient venue.15. Entire Agreement. This writing represents the entire agreement of the parties andis intended as a complete and exclusive statement of the terms of this Guaranty. No amendment ormodification shall be effective unless made in writing and signed by the parties. No course ofdealing, course of performance or trade usage, and no parol evidence of any nature, shall be usedto supplement, amend or modify the terms hereof.16. Counterparts**.**This Guaranty may be executed (including by facsimile transmission)in two or more counterparts, each of which shall be deemed to be an original, but all of whichtogether shall constitute one and the same instrument.(remainder of page intentionally left blank; signature page follows)
 
 

 
IN WITNESS WHEREOF, the undersigned have executed this Guaranty as of the date and year firstwritten above.      GUARANTOR