EX-10.2



 





Exhibit 10.2




Fifth Third Bank




Continuing Guaranty Agreement




     THIS CONTINUING GUARANTY AGREEMENT (the “Guaranty”) made as of December 14, 2007 by and
between Streamline Health Solutions, Inc., a Delaware corporation located at 10200 Alliance Road,
Cincinnati, Hamilton County, Ohio 45242 (the “Guarantor”) and Fifth Third Bank, an Ohio banking
corporation located at 38 Fountain Square Plaza, Cincinnati, Hamilton County, Ohio 45263 for itself
and as agent for any affiliate of Fifth Third Bancorp (“Beneficiary”).



W I T N E S S E T H:




     WHEREAS, Beneficiary has agreed to extend credit and financial accommodations to Streamline
Health, Inc. fka LanVision Inc., an Ohio corporation (“Borrower”), pursuant to the Term Note, dated
July 30, 2004, executed by Borrower and made payable to the order of Beneficiary and the Revolving
Note, dated December 14, 2007, executed by Borrower and made payable to the order of Beneficiary
(collectively, the “Notes”), and all agreements, instruments and documents executed or delivered in
connection with any of the foregoing or otherwise related thereto (together with any amendments,
modifications, or restatements thereof, the “Loan Documents”); and



     WHEREAS, Guarantor is affiliated with Borrower and, as such, shall be benefited directly by
the transaction contemplated by the Loan Documents, and shall execute this Guaranty in order to
induce Beneficiary to enter into such transaction.



     NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable
consideration, Guarantor hereby guarantees, promises and undertakes as follows:



     1. GUARANTY.




     (a) Guarantor hereby unconditionally, absolutely and irrevocably guarantees to
Beneficiary the full and prompt payment and performance when due (whether at maturity by
acceleration or otherwise) of any and all loans, advances, indebtedness and each and every
other obligation or liability of Borrower owed to Beneficiary and any affiliate of Fifth
Third Bancorp, however created, of every kind and description, whether now existing or
hereafter arising and whether direct or indirect, primary or as guarantor or surety,
absolute or contingent, due or to become due, liquidated or unliquidated, matured or
unmatured, participated in whole or in part, created by trust agreement, lease, overdraft,
agreement, or otherwise, whether or not secured by additional collateral, whether
originated with Beneficiary or owed to others and acquired by Beneficiary by purchase,
assignment or otherwise, and including, without limitation, all loans, advances,
indebtedness and each and every other obligation or liability arising under the Loan
Documents, letters of credit now or hereafter issued by Beneficiary or any affiliate of
Fifth Third Bancorp for the benefit of or at the request of Borrower, all obligations to
perform or forbear from performing acts, any and all Rate Management Obligations (as
defined in the Loan Documents), and all agreements, instruments and documents evidencing,
guarantying, securing or otherwise executed in connection with any of the foregoing,
together with any amendments, modifications, and restatements thereof, and all expenses and
attorneys’ fees incurred or other sums disbursed by Beneficiary or any affiliate of Fifth
Third Bancorp under this Guaranty or any other document, instrument or agreement related to
any of the foregoing (collectively, the “Obligations”).




     (b) This Guaranty is a continuing guaranty of payment, and not merely of collection,
that shall remain in full force and effect until expressly terminated in writing by
Beneficiary, notwithstanding the fact that no Obligations may be outstanding from time to
time. Such termination by Beneficiary shall be applicable only to transactions having
their inception after the effective date thereof, and shall not affect the enforceability
of this Guaranty with regard to any Obligations arising out of transactions having their
inception prior to such effective date, even if such Obligations shall have been modified,
renewed, compromised, extended, otherwise amended or performed by Beneficiary subsequent to
such termination. In the absence of any termination of this Guaranty as provided above,
Guarantor agrees that Guarantor’s obligations hereunder shall not be deemed discharged or
satisfied until the Obligations are fully paid and performed, and no such payments or
performance with regard to



	
CONT-GUAR©
Fifth Third Bancorp 2001



	 	  
	 	
33118-14-4-R.MORR - Version # 8




 









 






the Obligations is subject to any right on the part of any person whomsoever, including but
not limited to any trustee in bankruptcy, to recover any of such payments. If any such
payments are so set aside or settled without litigation, all of which is within
Beneficiary’s discretion, Guarantor shall be liable for the full amount Beneficiary is
required to repay, plus costs, interest, reasonable attorneys’ fees and any and all
expenses that Beneficiary paid or incurred in connection therewith. A successor of
Borrower, including Borrower in its capacity as debtor in a bankruptcy reorganization case,
shall not be considered to be a different person than Borrower; and this Guaranty shall
apply to all Obligations incurred by such successor.




     (c) Guarantor agrees that Guarantor is directly and primarily liable to Beneficiary
and that the Obligations hereunder are independent of the Obligations of Borrower, or of
any other guarantor. The liability of Guarantor hereunder shall survive discharge or
compromise of any Obligation of Borrower in bankruptcy or otherwise. Beneficiary shall not
be required to prosecute or seek to enforce any remedies against Borrower or any other
party liable to Beneficiary on account of the Obligations, or to seek to enforce or resort
to any remedies with respect to any collateral granted to Beneficiary by Borrower or any
other party on account of the Obligations, as a condition to payment or performance by
Guarantor under this Guaranty.




     (d) Beneficiary may, without notice or demand and without affecting its rights
hereunder, from time to time: (i) renew, extend, accelerate or otherwise change the amount
of, the time for payment of, or other terms relating to, any or all of the Obligations, or
otherwise modify, amend or change the terms of the Loan Documents or any other document or
instrument evidencing, securing or otherwise relating to the Obligations, (ii) take and
hold collateral for the payment of the Obligations guaranteed hereby, and exchange,
enforce, waive, and release any such collateral, and apply such collateral and direct the
order or manner of sale thereof as Beneficiary in its discretion may determine.
Accordingly, Guarantor hereby waives notice of any and all of the foregoing.




     (e) Guarantor hereby waives all defenses, counterclaims and off-sets of any kind or
nature, whether legal or equitable, that may arise: (i) directly or indirectly from the
present or future lack of validity, binding effect or enforceability of the Loan Documents
or any other document or instrument evidencing, securing or otherwise relating to the
Obligations, (ii) from Beneficiary’s impairment of any collateral, including the failure to
record or perfect the Beneficiary’s interest in the collateral, or (iii) by reason of any
claim or defense based upon an election of remedies by Beneficiary in the event such
election may, in any manner, impair, affect, reduce, release, destroy or extinguish any
right of contribution or reimbursement of Guarantor, or any other rights of the Guarantor
to proceed against any other guarantor, or against any other person or any collateral.




     (f) Guarantor hereby waives all presentments, demands for performance or payment,
notices of nonperformance, protests, notices of protest, notices of dishonor, notices of
default or nonpayment, notice of acceptance of this Guaranty, and notices of the existence,
creation, or incurring of new or additional Obligations, and all other notices or
formalities to which Guarantor may be entitled, and Guarantor hereby waives all suretyship
defenses, including but not limited to all defenses set forth in the Uniform Commercial
Code, as revised from time to time (the “UCC”) to the full extent such a waiver is
permitted thereby.




     (g) Guarantor hereby irrevocably waives all legal and equitable rights to recover from
Borrower any sums paid by the Guarantor under the terms of this Guaranty, including without
limitation all rights of subrogation and all other rights that would result in Guarantor
being deemed a creditor of Borrower under the federal Bankruptcy Code or any other law, and
Guarantor hereby waives any right to assert in any manner against Beneficiary any claim,
defense, counterclaim and offset of any kind or nature, whether legal or equitable, that
Guarantor may now or at any time hereafter have against Borrower or any other party liable
to Beneficiary.



     2. REPRESENTATIONS, WARRANTIES AND COVENANTS. Guarantor hereby represents, warrants and
covenants as follows:




     (a) Guarantor is duly organized, validly existing and in good standing under the laws
of the state of its incorporation, has the power and authority to carry on its business and
to enter into and perform this Guaranty and is qualified and licensed to do business in
each jurisdiction in which such qualification or licensing is required.


	
CONT-GUAR©
Fifth Third Bancorp 2001



	 	
-2-
	 	
33118-14-4-R.MORR - Version # 8





 









 






     (b) The execution, delivery and performance by Guarantor of this Guaranty have been
duly authorized by all necessary corporate action, and shall not violate any provision of
law or regulation applicable to Guarantor, or the articles of incorporation, regulations or
bylaws of Guarantor, or any writ or decree of any court or governmental instrumentality, or
any instrument or agreement to which Guarantor is a party or by which Guarantor may be
bound; this Guaranty is a legal, valid and binding obligation of said Guarantor,
enforceable in accordance with its terms; and there is no action or proceeding before any
court or governmental body agency now pending that may materially adversely affect the
condition (financial or otherwise) of Guarantor.



     3. AFFIRMATIVE COVENANTS. Guarantor covenants with, and represents and warrants to,
Beneficiary that, from and after the execution date of the Loan Documents until the Obligations are
paid and satisfied in full:




     (a) Financial Statements. Guarantor shall maintain a standard and modern system for
accounting and shall furnish to Beneficiary:




     (i) Within 30 days after the end of each month, a copy of Guarantor’s
internally prepared consolidated financial statements for that month and for the
year to date in a form reasonably acceptable to Beneficiary, prepared and certified
as complete and correct, subject to changes resulting from year-end adjustments, by
the principal financial officer of Guarantor;




     (ii) Within 45 days after the end of each quarter, a copy of Guarantor’s
internally prepared consolidated financial statements for that quarter and for the
year to date in a form reasonably acceptable to Beneficiary, prepared and certified
as complete and correct, subject to changes resulting from year-end adjustments, by
the principal financial officer of Guarantor;




     (iii) Within 120 days after the end of each fiscal year, a copy of Guarantor’s
financial statements audited by a firm of independent certified public accountants
acceptable to Beneficiary (which acceptance shall not be unreasonably withheld) and
accompanied by an audit opinion of such accountants without qualification;




     (iv) With the statements submitted above, a certificate signed by the
Guarantor, (i) stating that no Event of Default specified herein, nor any event
which upon notice or lapse of time, or both would constitute such an Event of
Default, has occurred, or if any such condition or event existed or exists,
specifying it and describing what action Guarantor has taken or proposes to take
with respect thereto, and (ii) setting forth, in summary form, figures showing the
financial status of Guarantor in respect of the financial restrictions contained
herein;




     (v) Immediately upon any officer of Guarantor obtaining knowledge of any
condition or event which constitutes or, after notice or lapse of time or both,
would constitute an Event of Default, a certificate of such person specifying the
nature and period of the existence thereof, and what action Guarantor has taken or
is taking or proposes to take in respect thereof;




All of the statements referred to in (i), (ii) and (iii) above shall be in conformance with
generally accepted accounting principles and give representatives of Beneficiary access
thereto at all reasonable times, including permission to examine, copy and make abstracts
from any such books and records and such other information which might be helpful to
Beneficiary in evaluating the status of the loans as it may reasonably request from time to
time.




With all financial statements delivered to Beneficiary as provided in (i), (ii) and (iii)
above, Guarantor shall deliver to Beneficiary a Financial Statement Compliance Certificate
in addition to the other information set forth therein, which certifies the Guarantor’s
compliance with the financial covenants set forth herein and that no Event of Default has
occurred.




If at any time Guarantor has any additional subsidiaries which have financial statements
that could be consolidated with those of Guarantor under generally accepted accounting
principles, the financial statements required by subsections (i), (ii) and (iii) above
shall be the financial statements of Guarantor and all such subsidiaries prepared on a
consolidated and consolidating basis.


	
CONT-GUAR©
Fifth Third Bancorp 2001



	 	

-3-
	 	
33118-14-4-R.MORR - Version # 8





 









 





     4. FINANCIAL COVENANTS. Guarantor and Beneficiary hereby agrees as follows:




     (a) Minimum Tangible Net Worth. Guarantor shall not permit its Tangible Net Worth, on a
consolidated basis, to be less than the following at the end of any month during any of the periods
set forth below:



	 	 	 	 	 
	Period	 	Min. Amount
	10/31/2007 and thereafter
	 	 	$2,000,000.00	 







     (b) Fixed Charge Coverage Ratio. Guarantor shall not permit its Fixed Charge Coverage Ratio,
on a consolidated basis, to be less than the following at the end of any month during any of the
following periods as measured on a rolling twelve month basis.



	 	 	 	 	 
	Period	 	Min. Ratio
	04/30/2008 and thereafter
	 	1.10 to 1.0







     (c) Funded Indebtedness to EBITDA. Guarantor shall not permit its Funded Indebtedness to
EBITDA, on a consolidated basis, to be greater than the following at the end of any month during
any of the following periods as measured on a rolling twelve month basis.



	 	 	 
	Period	 	Max. Ratio
	10/31/2007 and thereafter

	 	2.0 to 1.0






     5. DEFINITIONS. Certain capitalized terms have the meanings set forth on any exhibit hereto,
in the Security Agreement, if applicable, or any other Loan Document. All financial terms used
herein but not defined on the exhibits, in the Security Agreement, if applicable, or any other Loan
Document have the meanings given to them by generally accepted accounting principles. All other
undefined terms have the meanings given to them in the Uniform Commercial Code as adopted in the
state whose law governs this instrument. The following definitions are used herein:




     (a) “EBITDA” means on a consolidated basis, the amount of Guarantor’s earnings before
interest, taxes, depreciation and amortization expense for the measurement period.




     (b) “Fixed Charge Coverage Ratio” means the ratio of (a) Guarantor’s EBITDA plus rent
and operating lease payments, less distributions, dividends and capital expenditures (other
than capital expenditures financed with the proceeds of purchase money Indebtedness or
capital leases to the extent permitted hereunder) and other extraordinary items for the
twelve month period then ending to (b) the consolidated sum of (i) Guarantor’s interest
expense, and (ii) all principal payments with respect to Indebtedness that were paid or
were due and payable by all consolidated entities during the period plus rent and operating
lease expense incurred and all cash taxes paid in the same such period.




     (c) “Funded Indebtedness” means all Indebtedness (i) in respect of money borrowed or
(ii) evidenced by a note, debenture (senior or subordinated) or other like written
obligation to pay money, or (iii) in respect of rent or hire of property under leases or
lease arrangements which under generally accepted accounting principles are required to be
capitalized, or (iv) in respect of obligations under conditional sales or other title
retention agreements.




     (d) “Indebtedness” means (i) all items (except items of capital stock, of capital
surplus, of general contingency reserves or of retained earnings, deferred income taxes,
and amount attributable to minority interest if any) which in accordance with generally
accepted accounting principles would be included in determining total liabilities on a
consolidated basis (if Guarantor should have a subsidiary) as shown on the liability side
of a balance sheet as at the date as of which Indebtedness is to be determined, (ii) all
indebtedness secured by any mortgage, pledge, lien or conditional sale or other title
retention agreement to which any property or asset owned or held is subject, whether or not
the indebtedness secured thereby shall have been assumed (excluding non-capitalized leases
which may amount to title retention agreements but
including capitalized leases), and (iii) all indebtedness of others which Guarantor or
any subsidiary has directly or indirectly guaranteed, endorse




	
CONT-GUAR©
Fifth Third Bancorp 2001



	 	
-4-
	 	
33118-14-4-R.MORR - Version # 8






 









 






(otherwise than for collection or deposit in the ordinary course of business), discounted
or sold with recourse or agreed (contingently or otherwise) to purchase or repurchase or
otherwise acquire, or in respect of which Guarantor or any subsidiary has agreed to apply
or advance funds (whether by way of loan, stock purchase, capital contribution or
otherwise) or otherwise to become directly or indirectly liable.




     (e) “Loan Documents” means any and all Rate Management Agreements and each and every
document or agreement executed by any party evidencing, guarantying or securing any of the
Obligations; and “Loan Document” means any one of the Loan Documents.




     (f) “Subsidiary” means any corporation of which Guarantor directly or indirectly owns
or controls at the time outstanding stock having ordinary circumstances (not depending on
the happening of a contingency) voting power to elect a majority of the board of directors
of said corporation.




     (g) “Tangible Net Worth” shall mean the total of the capital stock (less treasury
stock), paid-in capital surplus, general contingency reserves and retained earnings
(deficit) of Guarantor and any Subsidiary as determined on a consolidated basis in
accordance with generally accepted accounting principles after eliminating all
inter-company items and all amounts properly attributable to minority interests, if any, in
the stock and surplus of any Subsidiary, minus the following items (without duplication of
deductions), if any, appearing on the consolidated balance sheet of Guarantor:




     (i) all deferred charges (less amortization, unamortized debt discount and
expense and corporate organization expenses);




     (ii) the book amount of all assets which would be treated as intangibles under
generally accepted accounting principles, including, without limitation, such items
as goodwill, trademark applications, trade names, service marks, brand names,
copyrights, patents, patent applications and licenses, and rights with respect to
the foregoing;




     (iii) the amount by which aggregate inventories or aggregate securities
appearing on the asset side of such consolidated balance sheet exceed the lower of
cost or market value (at the date of such balance sheet) thereof;




     (iv) any write-up in the book amount of any asset resulting from a revaluation
thereof from the book amount entered upon acquisition of such asset; and




     (v) Any related party notes or accounts receivable. Related parties shall
generally include entities with common ownership or management with the Guarantor,
and employees of the Guarantor.



     6. EVENTS OF DEFAULT. Any of the following occurrences shall constitute an “Event of Default”
under this Guaranty:




     (a) An Event of Default occurs under the terms of the Loan Documents or any other
document or instrument evidencing, securing or otherwise relating to the Obligations, as
“Event of Default” shall be defined therein.




     (b) Guarantor shall fail to observe or perform any covenant, condition, or agreement
under this Guaranty for a period of thirty (30) days from the date of such breach, or any
representation or warranty of Guarantor set forth in this Guaranty shall be materially
inaccurate or misleading when made or delivered.




     (c) The dissolution of Guarantor, or of any endorser or other guarantor of the
Obligations, or the merger or consolidation of any of the foregoing with a third party, or
the lease, sale or other conveyance of a material part of the assets or business of any of
the foregoing to a third party outside the ordinary course of its business, or the lease,
purchase or other acquisition of a material part of the assets or business of a third party
by any of the foregoing.



	
CONT-GUAR©
Fifth Third Bancorp 2001






	 	

-5-
	 	
33118-14-4-R.MORR - Version # 8






 









 






     (d) The default by Guarantor under the terms of any indebtedness of Guarantor now or
hereafter existing, which default has not been cured within any time period permitted
pursuant to the terms and conditions of such indebtedness or the occurrence of an event
which gives any creditor the right to accelerate the maturity of any such indebtedness.




     (e) The commencement by Guarantor of a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect; or the entry of a decree or
order for relief in respect of Guarantor in a case under any such law or appointing a
receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar
official) of Guarantor or for any substantial part of Guarantor’s property, or ordering the
wind-up or liquidation of Guarantor’s affairs; or the filing and pendency for 30 days
without dismissal of a petition initiating an involuntary case under any such bankruptcy,
insolvency or similar law; or the making by Guarantor of any general assignment for the
benefit of creditors; or the failure of Guarantor generally to pay Guarantor’s debts as
such debts become due; or the taking of action by Guarantor in furtherance of any of the
foregoing.




     (f) The revocation or attempted revocation of this Guaranty by Guarantor before the
termination of this Guaranty in accordance with its terms, or the assignment or attempted
assignment of this Guaranty by Guarantor.



     7. REMEDIES.




     (a) Whenever any Event of Default as defined herein shall have happened, Beneficiary,
in its sole discretion, may take any remedial action permitted by law or in equity or by
the Loan Documents or any other document or instrument evidencing, securing or otherwise
relating to the Obligations, including demanding payment in full of all sums guaranteed
hereby, plus any accrued interest or other expenses.




     (b) If Beneficiary should employ attorneys or incur other expenses for the enforcement
of this Guaranty, Guarantor, on demand therefor, shall reimburse the reasonable fees of
such attorneys and such other expenses to the extent permitted by law.




     (c) No remedy set forth herein is exclusive of any other available remedy or remedies,
but each is cumulative and in addition to every other remedy given under this Guaranty or
now or hereafter existing at law or in equity or by statute. No delay or omission on the
part of Beneficiary to exercise any right or remedy shall be construed to be a waiver
thereof, but any such right or remedy may be exercised from time to time and as often as
may be deemed expedient thereby, and a waiver on any one occasion shall be limited to that
particular occasion.



     8. FINANCIAL CONDITION OF BORROWER. Guarantor is presently informed of the financial condition
of Borrower and of all other circumstances that a diligent inquiry would reveal and which would
bear upon the risk of nonpayment of any of the Obligations. Guarantor hereby covenants that
Guarantor shall continue to keep informed of such matters, and hereby waives Guarantor’s right, if
any, to require Beneficiary to disclose any present or future information concerning such matters
including, but not limited to, the release of or revocation by any other guarantor.



     9. SUBORDINATION. All indebtedness and liability now or hereafter owing by Borrower to
Guarantor is hereby postponed and subordinated to the Obligations owing to Beneficiary; and such
indebtedness and liability to Guarantor, if Beneficiary so requests, shall be collected, enforced
and received by Guarantor as trustee for Beneficiary and be paid over to Beneficiary on account of
the Obligations.



     10. NOTICES. Any notices under or pursuant to this Guaranty shall be deemed duly sent when
delivered in hand or when mailed by registered or certified mail, return receipt requested,
addressed as follows:



	
CONT-GUAR©
Fifth Third Bancorp 2001



	 	

-6-
	 	
33118-14-4-R.MORR - Version # 8






 









 





	 	 	 
	To Guarantor:

	 	Streamline Health Solutions, Inc.
	 

	 	10200 Alliance Road
	 

	 	Cincinnati, Ohio 45242
	 

	 	Hamilton County, Ohio
	 
	 	 
	To Beneficiary:

	 	Fifth Third Bank
	 

	 	38 Fountain Square Plaza
	 

	 	Cincinnati, Ohio 45263
	 

	 	Hamilton County, Ohio







Either party may change such address by sending notice of the change to the other party.



     11. MISCELLANEOUS.




     (a) This Guaranty may be executed by the parties hereto in separate counterparts, each of
which when so executed and delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.




     (b) This Guaranty is the complete agreement of the parties hereto and supersedes all previous
understandings and agreements relating to the subject matter hereof. Neither this Guaranty nor any
of the terms hereof may be terminated, amended, supplemented, waived or modified orally, but only
by an instrument in writing signed by the party against whom enforcement of the termination,
amendment, supplement, waiver or modification is sought.




     (c) As the context herein requires, the singular shall include the plural and one gender shall
include one or both other genders.




     (d) This Guaranty shall inure to the benefit of Beneficiary’s successors and assigns and shall
be binding upon the heirs, executors, administrators and successors of Guarantor. This Guaranty is
not assignable by Guarantor.




     (e) If any provision of this Guaranty or the application thereof to any person or circumstance
is held invalid, the remainder of this Guaranty and the application thereof to other persons or
circumstances shall not be affected thereby.




     (f) If from any cause or circumstances whatsoever, fulfillment of any provisions of this
Guaranty at the time performance of such provision shall be due involves transcending the limit of
validity presently prescribed by any applicable usury statute or any other applicable law, with
regard to obligations of like character and amount, then ipso facto the obligation to be fulfilled
shall be reduced to the limit of such validity. The provisions of this paragraph shall control
every other provision of this Guaranty.




     (g) This Guaranty is assignable by Beneficiary, and any assignment hereof or any transfer or
assignment of the Loan Documents or portions thereof by Beneficiary shall operate to vest in any
such assignee all rights and powers herein conferred upon and granted to Beneficiary.




     (h) This Guaranty shall be governed by and construed in accordance with the law of the State
of Ohio. Guarantor agrees that the state and federal courts for the County in which the Beneficiary
is located or any other court in which Beneficiary initiates proceedings have exclusive
jurisdiction over all matters arising out of this Guaranty.




     (i) GUARANTOR AND BENEFICIARY HEREBY WAIVE THE RIGHT TO TRIAL BY JURY OF ANY MATTERS ARISING
IN CONNECTION WITH THIS GUARANTY OR THE TRANSACTIONS RELATED THERETO.



	
CONT-GUAR©
Fifth Third Bancorp 2001



	 	

-7-
	 	
33118-14-4-R.MORR - Version # 8






 









 





     12. CONFESSION OF JUDGMENT. Guarantor authorizes any attorney of record to appear for it in
any court of record in the State of Ohio, after an Obligation becomes due and payable whether by
its terms or upon default, waive the issuance and service of process, and release all errors, and
confess a judgment against it in favor of the holder of such Obligation, for the principal amount
of such Obligation plus interest thereon, together with court costs and attorneys’ fees. Stay of
execution and all exemptions are hereby waived. If an Obligation is referred to an attorney for
collection, and the payment is obtained without the entry of a judgment, the obligors shall pay to
the holder of such obligation its attorneys’ fees. GUARANTOR AGREES THAT AN ATTORNEY WHO IS COUNSEL
TO BENEFICIARY OR ANY OTHER HOLDER OF SUCH OBLIGATION MAY ALSO ACT AS ATTORNEY OF RECORD FOR
GUARANTOR WHEN TAKING THE ACTIONS DESCRIBED ABOVE IN THIS PARAGRAPH. GUARANTOR AGREES THAT ANY
ATTORNEY TAKING SUCH ACTIONS MAY BE PAID FOR THOSE SERVICES BY BENEFICIARY OR THE HOLDER OF SUCH
OBLIGATION. GUARANTOR WAIVES ANY CONFLICT OF INTEREST THAT MAY BE CREATED BECAUSE THE ATTORNEY WHO
ACTS FOR GUARANTOR PURSUANT TO THIS PARAGRAPH IS ALSO REPRESENTING BENEFICIARY OR THE HOLDER OF
SUCH OBLIGATION, OR BECAUSE SUCH ATTORNEY IS BEING PAID BY BENEFICIARY OR THE HOLDER OF SUCH
OBLIGATION.



     IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be executed as of the date first
above written.


WARNING
- BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT
PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS
OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE
CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTHER CAUSE.




	 	 	 
	BENEFICIARY:

	 	GUARANTOR:
	 
	 	 
	Fifth Third Bank, an Ohio banking corporation

	 	Streamline Health Solutions, Inc., a Delaware corporation
	 
	 	 
	By:

	 	By:
	 

	 	 
	(Signature)

	 	(Authorized Signer)
	 
	 	 
	 

	 	Paul W. Bridge Jr., CFO
	 

	 	 
	(Print Name and Title)

	 	(Print Name and Title)






	
CONT-GUAR©
Fifth Third Bancorp 2001



	 	

-8-
	 	
33118-14-4-L-R.MORR - Version # 8