Unassociated Document


    
      	 	
              10.5

            	
              Guaranty
                of MIT Ambulatory Care Center, Inc. in favor of Globank Corp. dated
                as of
                July 29, 2008

            


    

    


    GUARANTY
      OF MIT AMBULATORY CARE CENTER, INC.


    


    THIS
      GUARANTY
      (this
“Guaranty”) dated Ju1y 29, 2008 is made by MIT Ambulatory Care Center, Inc. (the
“Guarantor”), a Georgia corporation, in favor of Globank Corp. (the “Lender”), a
      Nevada corporation.

    


    WHEREAS,
      Lender
      has agreed to make a loan in the principal amount of $500,000.00 to MIT Holding,
      Inc. (the “Borrower”) as provided in the promissory note between Lender and
      Borrower dated the date hereof (the “Promissory Note”); and

    


    WHEREAS,
      Lender
      has requested that Guarantor guarantee Borrower’s obligations under the
      Promissory Note.

    


    Accordingly
      the Guarantor agrees as follows:

    


    SECTION
      1. GUARANTY.

    


    1.1
      The
      Guaranty.
      The
      Guarantor hereby guaranties the full and punctual payment and performance when
      due (whether at stated maturity, upon acceleration or otherwise) of all amounts
      payable by, and all other obligations to be performed by, the Borrower under
      the
      Promissory Note, whether now due or hereafter arising. Upon failure by the
      Borrower to pay punctually any such payment, or to perform punctually any such
      other obligations, the Guarantor shall forthwith on demand pay the amount not
      so
      paid in immediately available funds at the place specified in the Promissory
      Note or perform such obligations, as the case may be.

    


    1.2
      Guaranty
      Unconditional.
      The
      obligations of the Guarantor hereunder shall be irrevocable, unconditional
      and
      absolute without regard to:

    


    (a) any
      extension, renewal, settlement, compromise, indulgence, waiver or release in
      respect of any obligation of the Borrower or any other party thereto under
      the
      Promissory Note;

    


    (b) any
      modification or amendment of or supplement to the Promissory Note;

    


    (c) any
      release, non-perfection or invalidity of any direct or indirect security for
      any
      obligation of the Borrower or any other party thereto under the Promissory
      Note;

    


    (d) any
      change in the corporate existence, structure or ownership of, or any insolvency,
      bankruptcy, reorganization or other similar proceeding affecting, the Borrower
      or its assets;

    


    (e) any
      invalidity or unenforceability (for any reason) relating to or against the
      Borrower or any provision of applicable law or regulation purporting to prohibit
      the payment by the Borrower of (or to reduce or otherwise limit the obligation
      of the Borrower to pay) any amount payable by the Borrower under the Promissory
      Note; or

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (f) any
      exercise or failure to exercise by the Lender of any other rights or remedies
      it
      may have under the Promissory Note or the exercise by the Lender of its rights
      and remedies in any manner or order.

    


    1.3
      Discharge
      Upon Payment in Full:
      Reinstatement in Certain Circumstances. The Guarantor’s obligations hereunder
      shall remain in full force and effect until the amounts payable by the Borrower
      under the Promissory Note shall have been paid in full. If at any time any
      amount payable by the Borrower under the Promissory Note is rescinded or must
      be
      otherwise restored or returned upon the insolvency, bankruptcy or reorganization
      of the Borrower or otherwise, the Guarantor’s obligations hereunder with respect
      to such payment shall be reinstated at such time as though such payment had
      not
      been made.

    


    1.4
      Waiver.
      The
      Guarantor irrevocably waives acceptance of this Guaranty, presentment, demand,
      protest and notice, as well as any requirement that at any time any action
      be
      taken by any person against the Borrower or any other person.

    


    1.5
      Subrogation.
      Upon
      making any payment hereunder, the Guarantor shall be subrogated to the rights
      of
      the Lender, against the Borrower with respect to such payment or amount;
      provided, however, that the Guarantor shall not enforce any right or receive
      any
      payment by way of subrogation until all amounts payable by the Borrower under
      the Promissory Note have been paid in full or the obligations of the Borrower
      thereunder have terminated, whichever is earlier.

    


    1.6
      Stay
      of Acceleration.
      In the
      event that acceleration of the time for payment of any amount payable by the
      Borrower under the Promissory Note is stayed upon the insolvency, bankruptcy
      or
      reorganization of the Borrower, all such amounts otherwise subject to
      acceleration under the terms thereof shall nonetheless be payable by the
      Guarantor under this Guaranty forthwith on demand.

    


    1.7
      Payment
      Guaranty:
      No
      Set-Off or Deductions. Guarantor hereby agrees that (a) this Guaranty is a
      guaranty of payment and not of collection and (b) amounts payable hereunder
      shall be paid when due, without set-off or reduction for any reason
      whatsoever.

    


    SECTION
      2. GUARANTOR
      DEFAULT.

    


    If
      Guarantor shall default in the timely performance of its obligations under
      this
      Guaranty and such default shall be continuing, the Lender may proceed to protect
      and enforce its rights by action at law, suit in equity or other appropriate
      proceeding, whether for specific performance of any covenant contained in this
      Guaranty or in aid of the exercise of any power granted herein, or
      otherwise.

    


    SECTION
      3.
      MISCELLANEOUS.

    


    3.1 Delay
      or Omission Not Waiver.
      No
      failure on the part of the Lender to exercise, no delay in exercising, and
      no
      course of dealing with respect to any right or remedy hereunder will operate
      as
      a waiver thereof; nor will any single or partial exercise of any right or remedy
      hereunder preclude any other further exercise of any other right or remedy.
      This
      Guaranty may not be amended or modified except by written agreement of the
      Guarantor and the Lender.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    3.2 Notices
      and Demands.
      Every
      notice or demand under this Guaranty shall be in writing and may be given by
      telecopy.

    


    Every
      notice or demand shall be sent (which may be by courier service) as
      follows:

    


    If
      to the
      Guarantor:

    37
      W.
      Fairmont Avenue, Suite 202

    Savannah,
      Georgia 31406

    


    With
      a
      copy to:

    Thomas
      S.
      Cullen, Esq.

    P.O.
      Box
      9848

    200
      East
      Saint Julian Street

    Savannah,
      Georgia 31401

    


    If
      to the
      Lender:

    


    Globank
      Corp.

    P.O.
      Box
      4534

    Lancaster,
      CA 93539

    


    or
      to
      such other office as any party hereto shall from time to time specify in writing
      to the other parties hereto. Any notice or demand sent by telecopy shall be
      confirmed by letter dispatched as soon as practicable thereafter.

    


    Every
      notice or demand shall, except as far as otherwise expressly provided by this
      Guaranty, be deemed to have been received (provided it is received prior to
      2
      p.m. New York time; otherwise, it shall be deemed to have been received on
      the
      next following Business Day), in the case of a telecopy, at the time of dispatch
      thereof (provided further that if the date of dispatch is not a Business Day
      in
      the locality of the party to whom such notice or demand is sent, it shall be
      deemed to have been received on the next following Business Day in such
      locality) and, in the case of a letter, at the time of receipt
      thereof.

    


    3.3
      Terms.
      The
      terms of this Guaranty shall be binding upon, and inure to the benefit of,
      the
      Guarantor and the Lender and their respective successors and
      assigns.

     

    3.4 Governing
      Law.
      This
      Guaranty shall be deemed to be a contract made under the laws of the State of
      Georgia and for all purposes shall be governed by and construed in accordance
      with the laws of said State.

    


    3.5 Consent
      to Jurisdiction:
      This
      Guaranty may be enforced in the federal or state courts in the State of New
      York
      or in any other courts having jurisdiction. The Guarantor hereby submits itself
      to the non-exclusive jurisdiction of the United States District Court for the
      Southern District of New York and the courts of the State of New York located
      in
      the City and County of New York for such purpose.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    3.6 Survivorship.
      If any
      term of this Guaranty and any other application thereof shall be invalid or
      unenforceable, the remainder of this Guaranty and any other application of
      such
      terms shall not be affected thereby.

    


    3.7
      Good
      Faith Obligation.
      Nothing
      in this Guaranty shall be construed as a waiver or release of the obligation
      of
      the Lender to act in good faith in accordance with the Uniform Commercial
      Code.

    


    


    IN
      WITNESS WHEREOF,
      the
      Guarantor has caused this Guaranty to be duly executed on the date first set
      forth herein.

    


    


    MIT
      AMBULATORY CARE CENTER, INC.,

    By:
      /s/
      William C. Parker        

    Name:
      William C. Parker

    Title:
      President