Exhibit 10.5


Loan # 06-075


GENERAL
GUARANTY AND INDEMNITY AGREEMENT


THIS
GENERAL GUARANTY AND INDEMNITY AGREEMENT (“Guaranty”), is made effective as of December 29, 2006, by
the following persons in his or her individual capacities, whose addresses for
purposes of this Guaranty are:


	
  Guarantor Name

  	
   

  	
  Guarantor
  Address

  
	
  David Choo

  	
   

  	
  62 1st Street, Fourth Floor, San Francisco
  California

  



 


(which persons are hereinafter individually
and collectively referred to as the “Guarantor”) TO
AND IN FAVOR OF CMR Mortgage Fund II, LLC, a California limited liability
company and licensed California Finance Lender, as to an undivided 100%
interest (the “Lender”), whose address for  purposes of this Agreement is 62 1st Street,
Fourth Floor, San Francisco California 
94105.


PRELIMINARY
STATEMENT.  As
of the date of this Guaranty, the Lender has loaned to California Mortgage and
Realty, Inc. (“Borrower”) the principal sum of
$5,400,000.00 (the “Loan”), which
loan is evidenced by that certain Promissory Note of Borrower of even date
herewith in the amount of the Loan, bearing interest at the rate per annum as
specified therein (the note and all renewals, modifications and extensions of
it are collectively referred to as the “Note”).  The Note is secured, without limitation, by
that certain Deed of Trust, Security Agreement, Assignment of Leases and Rents
and Fixture Financing Statement to and in favor of California Mortgage and
Realty, Inc., as Trustee, for the benefit of Lender (the “Deed of
Trust”), on certain real estate and personal property described
therein (collectively, the “Mortgaged Property”)
and the Other Security Documents (as defined in the Deed of Trust).  The Note, the Deed of Trust, the Other
Security Documents and that certain Environmental Certificate and Indemnity
Agreement dated as of the date hereof, made by Borrower and Henry Park in favor
of the Lender (the “Environmental Indemnity)
shall herein be collectively referred to as the “Loan
Documents”.  The Guarantor
will financially and otherwise benefit from the making of the Loan by the
Lender to the Borrower.  It is a
condition precedent to the making of the Loan by the Lender that the Guaran­tor
shall have executed and delivered this Guaranty.


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


1.             Indemnification.  The Guarantor hereby agrees, at its sole cost
and expense, up to a maximum amount of Two Million Dollars ($2,000,000) to
unconditionally indemnify, defend, and hold the Lender and its direc­tors,
officers, employees and agents harmless from and against any loss, liability,
damage (whether direct or consequen­tial), expenses, claims, penalties, fines,
injunctions, suits, proceed­ings, disbursements or expenses (including, without
limitation, attorneys’ and experts’ fees and disbursements and court costs), in
connection with, or in any manner related or pertaining to, or as a result of
the existence of any or all of the following:


(a)                                  Rents,
tenant security or other deposits, insurance proceeds or condemnation awards which are not held, applied or paid over to the
Lender in accordance with the terms of the Deed of Trust or the Other Security
Documents;

















 


(b)                                 Damages suffered by the Lender as a result of
fraud or material misrepresentation by or on behalf of the Borrower in
connection with the making or the servicing of the Loan;


(c)                                  Any diminution in value of the Mortgaged Property
as a result of waste or willful damage to the Mortgaged Property caused or
suffered by Borrower;


(d)                                 Real estate taxes, assessments, ground rents or
other impositions required to be paid by Borrower by the terms of the Loan
Documents;


(e)                                Premiums for policies of insurance required to be
maintained under the terms of the Deed of Trust, and any loss, liability or
damage suffered by the Lender as a result of the non-payment of such premiums;


(f)                                    Indebtedness, obligations or liabilities of
Borrower under the Environmental Indemnity Provisions (as defined in the
Deed of Trust) or Borrower under the Environmental Indemnity;


(g)                                 Court costs, attorneys’ fees and expenses and
other direct expenses of the Lender incurred in connection with a default by
Borrower in the payment or performance required under this Note, the Deed of Trust,
the Environmental Indemnity or the Other Security Documents prior to
foreclosure or deed in lieu of foreclosure by the Lender.


2.             Guaranty.  The Guarantor hereby agrees to guarantee the
punctual payment when due, whether at stated maturity, by acceleration or
otherwise, of the Borrower’s indebtedness, obligations and liabilities to the
Lender under the Loan Documents or arising by operation of law, individually
and collectively sometimes referred to as the “Obligations.”  The Guarantor absolutely, unconditionally and
unequivocally guaran­tees the payment and performance of the Obligations
strictly in accordance with the terms of the Note, the Deed of Trust, this
Guaranty and the other Loan Documents, regardless of any law, regulation or
order now or later in effect in any jurisdiction affecting any of such terms or
the rights of the Lender. 
Notwithstanding the foregoing, the Guarantor’s guarantee of the
Obligations shall be limited to a maximum amount of Two Million Dollars
($2,000,000).


3.             Rights of the Lender.  Guarantor authorizes the Lender to perform
any of the following acts at any time in its sole discretion, all without
notice to Guarantor and without affecting Guarantor’s obligations under this
Guaranty:


(a)                                  The Lender may alter any terms of the Loan or any
part of it, including renewing, compromising, extending or accelerating, or
otherwise changing the time for payment of, or increasing or decreasing the
rate of interest on, the Loan or any part of it.


(b)                                 The Lender may take and hold security for the Loan
or this Guaranty, accept additional or substituted security for either, and
subordinate, exchange, enforce, waive, release, compromise, fail to perfect and
sell or otherwise dispose of any such security.


(c)                                  The Lender may direct the order and manner of any
sale of all or any part of any security now or later to be held for the Loan or
this Guaranty, and the Lender may also bid at any such sale.


(d)                                 The Lender may apply any payments or recoveries
from Borrower, Guarantor or any other source, and any proceeds of any security,
to Borrower’s obligations under the Loan Documents in such manner, order and
priority as the Lender may elect, whether or not those obligations are
guarantied by this Guaranty or secured at the time of the application.


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(e)                                  The Lender may release Borrower of its liability
for the Loan or any part of it.


(f)                                    The Lender may substitute, add or release any one
or more guarantors or endorsers.


(g)                                 In addition to the Loan, the Lender may extend
other credit to Borrower, and may take and hold security for the credit so
extended, all without affecting Guarantor’s liability under this Guaranty.


4.             Guaranty to be Absolute.  Guarantor expressly agrees that until the
Obligations are paid and performed in full (or until the obligations of
Guarantor under this Guaranty are fully performed) and each and every term,
covenant and condition of this Guaranty is fully performed, Guarantor shall not
be released by or because of:


(a)                                  Any act or event that might otherwise discharge,
reduce, limit or modify Guarantor’s obligations under this Guaranty;


(b)                                 Any waiver, extension, modification, forbearance,
delay or other act or omission of the Lender, or its failure to proceed
promptly or otherwise as against Borrower, Guarantor or any security;


(c)                                  Any action, omission or circumstance which might
increase the likelihood that Guarantor may be called upon to perform under this
Guaranty or which might affect the rights or remedies of Guarantor as against
Borrower;


(d)                                 Any dealings occurring at any time between
Borrower and the Lender, whether relating to the Loan or otherwise;


(e)                                  Any lack of validity or enforceability of the
Note, the Deed of Trust or any other Loan Document or any other agreement or instru­ment
relating thereto;


(f)                                    Any action of the Lender described in Paragraph
3 above; or


(g)                                 Any other circumstance which might otherwise
constitute a defense available to, or a dis­charge of, the Borrower, or
Guarantor.


Guarantor hereby acknowledges that absent
this Paragraph 4, Guarantor might have a defense to the enforcement of
this Guaranty as a result of one or more of the foregoing acts, omissions,
agreements, waivers or matters. 
Guarantor hereby expressly waives and surrenders any defense to any
liability under this Guaranty based upon any of such acts, omissions,
agreements, waivers or matters.  It is
the express intent of Guarantor that Guarantor’s obligations under this
Guaranty are and shall be absolute, unconditional and irrevocable.


5.             Guarantor’s Waivers.  Guarantor waives:


(a)                                  All statutes of limitations as a defense to any
action or proceeding brought against Guarantor by the Lender, to the fullest
extent permitted by law;


(b)                                 Any right it may have to require the Lender to
proceed against Borrower, proceed against or exhaust any security held from
Borrower, or pursue any other remedy in the Lender’s power to pursue;


(c)                                  Any defense based on any claim that Guarantor’s
obligations exceed or are more burdensome than those of Borrower;


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(d)                                 Any defense based on: (i) any legal disability of
Borrower, (ii) any release, discharge, modification, impairment or limitation
of the liability of Borrower to the Lender from any cause, whether consented to
by the Lender or arising by operation of law or from any bankruptcy or other
voluntary or involuntary proceeding, in or out of court, for the adjustment of
debtor-creditor relationships (hereinafter, an “Insolvency
Proceeding”) and (iii) any rejection or disaffirmance of the Loan,
or any part of it, or any security held for it, in any such Insolvency
Proceeding;


(e)                                  Any defense based on any action taken or omitted
by the Lender in any Insolvency Proceeding involving Borrower, including any
election to have the Lender’s claim allowed as being secured, partially secured
or unsecured, any extension of credit by the Lender to Borrower in any
Insolvency Proceeding, and the taking and holding by the Lender of any security
for any such extension of credit;


(f)                                    All promptness, diligence, presentments, demands
for performance, notices of nonperformance, protests, notices of protest,
notices of dishonor, notices of acceptance of this Guaranty and of the
existence, creation, or incurring of new or additional indebtedness, and
demands and notices of every kind;


(g)                                 Any defense based on or arising out of any defense
that Borrower may have to the payment or performance of the Loan or any part of
it; and


(h)                                 Any defense based on or arising out of any action
of the Lender described in Paragraphs 3 or 4 above.


6.             Waivers of Subrogation and Other
Rights and Defenses.


(a)                                  Upon a default by Borrower, the Lender in its sole
discretion, without prior notice to or consent of Guarantor, may elect to: (i)
foreclose either judicially or nonjudicially against any real or personal
property security it may hold for the Loan, (ii) accept a transfer of any such
security in lieu of foreclosure, (iii) compromise or adjust the Loan or any
part of it or make any other accommodation with Borrower or Guarantor, or (iv)
exercise any other remedy against Borrower or any security.  No such action by the Lender shall release or
limit the liability of Guarantor, who shall remain liable under this Guaranty
after the action, even if the effect of the action is to deprive Guarantor of
any subrogation rights, rights of indemnity, or other rights to collect
reimbursement from Borrower for any sums paid to the Lender, whether
contractual or arising by operation of law or otherwise.  Guarantor expressly agrees that under no
circumstances shall it be deemed to have any right, title, interest or claim in
or to any real or personal property to be held by the Lender or any third party
after any foreclosure or transfer in lieu of foreclosure of any security for
the Loan.


(b)                                 Regardless of whether Guarantor may have made any
payments to the Lender, Guarantor hereby waives: (i) all rights of subrogation,
indemnification, contribution, and any other rights to collect reimbursement
from Borrower or any other party for any sums paid to the Lender, whether
contractual or arising by operation of law (including the United States
Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all
rights to enforce any remedy that the Lender may have against Borrower, and
(iii) all rights to participate in any security now or later to be held by the
Lender for the Loan.  The waivers given
in this subsection 6(b) shall be effective until the Loan has been paid
and performed in full.


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(c)                                  Guarantor understands and acknowledges that if the
Lender forecloses judicially or nonjudicially against any real property
security for the Loan, that foreclosure could impair or destroy any ability
that Guarantor may have to seek reimbursement, contribution or indemnification
from Borrower or others based on any right Guarantor may have of subrogation,
reimbursement, contribution or indemnification for any amounts paid by
Guarantor under this Guaranty.  Guarantor
further understands and acknowledges that in the absence of this Paragraph 6,
such potential impairment or destruction of Guarantor’s rights, if any, may
entitle Guarantor to assert a defense to this Guaranty based on Section 580d of
the California Code of Civil Procedure as interpreted in Union Bank v.
Gradsky, 265 Cal.App.2d 40 (1968). 
By executing this Guaranty, Guarantor freely, irrevocably and
unconditionally: i) waives and relinquishes that defense and agrees that
Guarantor will be fully liable under this Guaranty even though the Lender may
foreclose judicially or nonjudicially against any real property security for
the Loan; ii) agrees that Guarantor will not assert that defense in any action
or proceeding which the Lender may commence to enforce this Guaranty; iii)
acknowledges and agrees that the rights and defenses waived by Guarantor under
this Guaranty include any right or defense that Guarantor may have or be
entitled to assert based upon or arising out of any one or more of Sections
580a, 580b, 580d or 726 of the California Code of Civil Procedure or Section
2848 of the California Civil Code; and iv) acknowledges and agrees that the
Lender is relying on this waiver in making the Loan, and that this waiver is a
material part of the consideration which the Lender is receiving for making the
Loan.


INITIALS:___________


(d)                                 Guarantor waives any rights and defenses that are
or may become available to Guarantor by reason of Sections 2787 to 2855,
inclusive, and Sections 2899 and 3433, of the California Civil Code.


INITIALS:___________


(e)                                  Guarantor waives all rights and defenses that
Guarantor may have because Borrower’s Loan is secured by real property.  This means, among other things:


(i)                                     The
Lender may collect from Guarantor without first foreclosing on any real or
personal property collateral pledged by Borrower.


(ii)                                  If
the Lender forecloses on any real property collateral pledged by Borrower:


(A)                              The
amount of the Loan may be reduced only by the price for which that collateral
is sold at the foreclosure sale, even if the collateral is worth more than the
sale price.


(B)                                The
Lender may collect from Guarantor even if the Lender, by foreclosing on the
real property collateral, has destroyed any right Guarantor may have to collect
from Borrower.


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                                                This subsection 6(e) is an unconditional
and irrevocable waiver of any rights and defenses Guarantor may have because
Borrower’s Loan is secured by real property. 
These rights and defenses include, but are not limited to, any rights or
defenses based upon Section 580a, 580b, 580d, or 726 of the California Code of
Civil Procedure.


INITIALS:___________


(f)                                    Guarantor
waives any right or defense it may have at law or equity, including California
Code of Civil Procedure Section 580a, to a fair market value hearing or action
to determine a deficiency judgment after a foreclosure.


INITIALS:___________


(g)                                 No
provision or waiver in this Guaranty shall be construed as limiting the
generality of any other provision or waiver contained in this Guaranty.


7.             Revival and Reinstatement.  If the Lender is required to pay, return or
restore to Borrower or any other person any amounts previously paid on the Loan
because of any Insolvency Proceeding of Borrower, any stop notice or any other
reason, the obligations of Guarantor shall be reinstated and revived and the
rights of the Lender shall continue with regard to such amounts, all as though
they had never been paid.


8.             Information Regarding Borrower
and the Property.  Before signing
this Guaranty, Guarantor investigated the financial condition and business
operations of Borrower, the present and former condition, uses and ownership of
the Property, and such other matters as Guarantor deemed appropriate to assure
itself of Borrower’s ability to discharge its obligations under the Loan
Documents.  Guarantor assumes full
responsibility for that due diligence, as well as for keeping informed of all
matters that may affect Borrower’s ability to pay and perform its obligations to
the Lender.  The Lender has no duty to
disclose to Guarantor any information which the Lender may have or receive
about Borrower’s financial condition or business operations, the condition or
uses of the Property, or any other circumstances bearing on Borrower’s ability
to perform.


9.             Subordination.  Any rights of Guarantor, whether now existing
or later arising, to receive payment on account of any indebtedness (including
interest) owed to it by Borrower or any subsequent owner of the Property, or to
withdraw capital invested by it in Borrower, or to receive distributions from
Borrower, shall at all times be subordinate as to lien and time of payment and
in all other respects to the earlier of either the full and prior repayment to
the Lender of the Loan or full performance of Guarantor of its obligations
under this Guaranty.  Guarantor shall not
be entitled to enforce or receive payment of any sums hereby subordinated and
any such sums received in violation of this Guaranty shall be received by
Guarantor in trust for the Lender.


10.           Guarantor’s Representations and
Warranties.  Guarantor represents and
warrants that:


(a)                                  All
financial statements and other financial information furnished or to be
furnished to the Lender are or will be true and correct and do or will fairly
represent the financial condition of Guarantor (including all contingent
liabilities);


(b)                                 All
financial statements were or will be prepared in accordance with generally
accepted accounting principles, or such other accounting principles as may be
acceptable to the Lender at the time of their preparation, consistently
applied; and


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(c)                                  There
has been no material adverse change in the business condition (financial or
otherwise), operations, properties or prospects of Guarantor since the dates of
the statements most recently furnished to the Lender.


11.           Events of Default.  the Lender may declare Guarantor to be in
default under this Guaranty upon the occurrence of any of the following events
(“Events of Default”):


(a)                                  Guarantor
fails to perform any of its obligations under this Guaranty; or


(b)                                 Guarantor
revokes this Guaranty or this Guaranty becomes ineffective for any reason; or


(c)                                  Any
representation or warranty made or given by Guarantor to the Lender proves to
be false or misleading in any material respect; or


(d)                                 Guarantor
becomes insolvent or the subject of any Insolvency Proceeding; or


(e)                                  Guarantor
(or any one of them) dies, and Borrower fails to, within sixty (60) days after
such death, to provide the Lender with a replacement guarantor or guarantors
acceptable to the Lender in the Lender’s reasonable discretion; or


(f)                                    Guarantor
dissolves or liquidates, or any of these events happens to any of Guarantor’s
general partners, or Guarantor’s trustor if Guarantor is a trust; or


(g)                                 Guarantor’s
managing general partner or manager, if any as the case may be, ceases for any
reason to act in that capacity, or if Guarantor is a trust, the trust is
revoked or materially modified; or


(h)                                 Any
material adverse change occurs, or is reasonably likely to occur, in
Guarantor’s business condition (financial or otherwise), operations, properties
or prospects, or ability to perform under this Guaranty.


12.           Authorization; No Violation.  Guarantor is authorized to execute, deliver
and perform under this Guaranty, which is a valid and binding obligation of
Guarantor.  No provision or obligation of
Guarantor contained in this Guaranty violates any applicable law, regulation or
ordinance, or any order or ruling of any court or governmental agency.  No such provision or obligation conflicts
with, or constitutes a breach or default under, any agreement to which
Guarantor is a party.  No consent,
approval or authorization of or notice to any person or entity is required in
connection with Guarantor’s execution of and obligations under this Guaranty.


13.           Additional and Independent
Obligations.  Guarantor’s obligations
under this Guaranty are in addition to its obligations under any other existing
or future guaranties, each of which shall remain in full force and effect until
it is expressly modified or released in a writing signed by the Lender.  Guarantor’s obligations under this Guaranty
are independent of those of Borrower on the Loan.  The Lender may bring a separate action, or
commence a separate reference or arbitration proceeding against Guarantor
without first proceeding against Borrower, any other person or any security
that the Lender may hold, and without pursuing any other remedy.  The Lender’s rights under this Guaranty shall
not be exhausted by any action by the Lender until the Loan has been paid and
performed in full.


14.           No Waiver; Consents; Cumulative
Remedies.  Each waiver by the Lender
must be in writing, and no waiver shall be construed as a continuing
waiver.  No waiver shall be implied from the
Lender’s delay in exercising or failure to exercise any right or remedy against
Borrower, Guarantor or any security. 
Consent by the Lender to any act or 


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omission by Borrower or Guarantor shall not
be construed as a consent to any other or subsequent act or omission, or as a
waiver of the requirement for the Lender’s consent to be obtained in any future
or other instance.  All remedies of the
Lender against Borrower and Guarantor are cumulative.


15.           No Release.  Guarantor shall not be released from its
obligations under this Guaranty except by a writing signed by the Lender.


16.           Heirs, Successors and Assigns;
Participations.  The terms of this
Guaranty shall bind and benefit the heirs, legal representatives, successors
and assigns of the Lender and Guarantor; provided, however, that Guarantor may
not assign this Guaranty, or assign or delegate any of its rights or
obligations under this Guaranty, without the prior written consent of the
Lender in each instance.  The Lender in
its sole discretion may sell or assign participations or other interests in the
Loan and this Guaranty, in whole or in part, all without notice to or the
consent of Guarantor and without affecting Guarantor’s obligations under this Guaranty.
Also without notice to or the consent of Guarantor, the Lender may disclose any
and all information in its possession concerning Guarantor, this Guaranty and
any security for this Guaranty to any actual or prospective purchaser of any
securities issued or to be issued by the Lender, and to any actual or
prospective purchaser or assignee of any participation or other interest in the
Loan and this Guaranty.


17.           Notices.  Any notice, demand, statement, request, or
consent made hereunder shall be in writing and shall be deemed given when hand
delivered or within three (3) days of the date sent by certified mail, return
receipt requested, or the next business day after the date sent by nationally
recognized overnight mail or courier service to the address, as set forth
above, of the party to whom such notice is to be given, or to such other
address as Guarantor or the Lender, as the case may be, shall in like manner
designate in writing.


18.           Rules of Construction.  In this Guaranty, the word “Borrower” includes
both the named Borrower and any other person who at any time assumes or
otherwise becomes primarily liable for all or any part of the obligations of
the named Borrower on the Loan.  The word
“person” includes any individual, company, trust or other legal entity of any
kind.  If this Guaranty is executed by
more than one person, the word “Guarantor” includes all such persons.  The word “include(s)” means “include(s),
without limitation,” and the word “including” means “including, but not limited
to.”  When the context and construction
so require, all words used in the singular shall be deemed to have been used in
the plural and vice versa.  No listing of
specific instances, items or matters in any way limits the scope or generality
of any language of this Guaranty.  All
headings appearing in this Guaranty are for convenience only and shall be
disregarded in construing this Guaranty.


19.           Governing Law.  This Guaranty shall be governed by, and
construed in accordance with, the laws of the State of California, without
giving effect to the conflict of laws provisions thereof.


20.           Costs and Expenses.  If any lawsuit, reference or arbitration is
commenced which arises out of, or which relates to this Guaranty, the Loan
Documents or the Loan, the prevailing party shall be entitled to recover from
each other party such sums as the court, referee or arbitrator may adjudge to
be reasonable attorneys’ fees (including allocated costs for services of in-house
counsel) in the action or proceeding, in addition to costs and expenses
otherwise allowed by law.  In all other
situations, including any Insolvency Proceeding, Guarantor agrees to pay all of
the Lender’s costs and expenses, including attorneys’ fees (including allocated
costs for services of the Lender’s in-house counsel) which may be incurred in
any effort to collect or enforce the Loan or any part of it or any term of this
Guaranty.  From the time(s) incurred
until paid in full to the Lender, all sums shall bear interest at the Default
Rate, as defined in the Note.


21.           Consideration.  Guarantor acknowledges that it expects to
benefit from the Lender’s extension of the Loan to Borrower because of its
relationship to Borrower, and that it is executing this Guaranty in
consideration of that anticipated benefit.


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22.           Continuing Guaranty.  This Guaranty is a continuing Guaranty and
shall:


(a)                                  Remain
in full force and effect until payment in full of the Debt and the Obligations
and all other amounts payable under this Guaranty;


(b)                                 Be
binding upon the Guarantor, his heirs, legal representatives, successors and
assigns; and


(c)                                  Inure
to the benefit of and be enforceable by the Lender and its successors,
transferees, and assigns.


All of the indebtedness, liabilities and obligations
of the Borrower to the Lender shall be conclusively presumed to have been
created in reliance on this Guaranty.


23.           Integration; Modifications.  This Guaranty (a) integrates all the
terms and conditions mentioned in or incidental to this Guaranty, (b)
supersedes all oral negotiations and prior writings with respect to its subject
matter, and (c) is intended by Guarantor and the Lender as the final expression
of the agreement with respect to the terms and conditions set forth in this
Guaranty and as the complete and exclusive statement of the terms agreed to by
Guarantor and the Lender.  No
representation, understanding, promise or condition shall be enforceable
against any party hereto unless it is contained in this Guaranty.  This Guaranty may not be modified except in a
writing signed by both the Lender and Guarantor. No course of prior dealing,
usage of trade, parol or extrinsic evidence of any nature shall be used to
supplement, modify or vary any of the terms hereof.


24.           Credit Verification.  Each legal entity and individual obligated on
this Guaranty, whether as a Guarantor, a general partner of a Guarantor or in
any other capacity, hereby authorizes the Lender to check any credit
references, verify his/her employment and obtain credit reports from credit
reporting agencies of the Lender’s choice in connection with any monitoring,
collection or future transaction concerning the Loan, including any
modification, extension or renewal of the Loan. 
Also in connection with any such monitoring, collection or future
transaction, the Lender is hereby authorized to check credit references, verify
employment and obtain a third party credit report for the spouse of any married
person obligated on this Guaranty, if such person lives in a community property
state.


25.           Obligations Joint and Several.  If Guarantor consists of more than one
individual or entity, the indebtedness, liabilities, and obligations under this
Guaranty shall be joint and several.  The
Obligations of the Guarantor under this Guaranty and those of any other
guarantor who may have guaranteed or who later guarantees all or any portion of
the Obligations, are and will be joint and several.  The Lender may release or settle with one or
more Guarantor or any other guarantor at any time without affecting the continu­ing
liability of the remaining individual or entity comprising the Guarantor.


26.           Right of Setoff.  Upon the occurrence and during the
continuance of any Event of Default, the Lender is hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off
and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other indebtedness at any time owing by the
Lender to or for the credit or the account of the Guarantor against any and all
of the obligations of the Guarantor now or hereafter existing under this
Guaranty, irrespective of whether or not the Lender shall have made any demand
under this Guaranty and although such deposits, indebtedness or obligations may
be unmatured or contingent.  The rights
of the Lender under this Section are in addition to other rights and remedies
(including, without limitation, other rights of setoff) which the Lender may
have.


27.           Consent to Jurisdiction.


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(a)                                  THE
GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE FEDERAL
DISTRICT AND THE SUPERIOR COURT IN AND FOR THE STATE OF CALIFORNIA, IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY, AND THE
GUARANTOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION
OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH COURTS.  THE GUARAN­TOR HEREBY IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT GUARANTOR MAY EFFECTIVELY DO SO, THE DEFENSE OF ANY
INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING.  THE GUARANTOR IRREVOCABLY CONSENTS TO THE
SERVICE OF COPIES OF THE SUMMONS AND COMPLAINT AND ANY OTHER PROCESS WHICH MAY
BE SERVED IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH
PROCESS TO THE GUARANTOR TO GUARANTOR’S ADDRESSES SET FORTH ABOVE BY REGISTERED
MAIL, RETURN RECEIPT REQUESTED, AND DEPOSITED IN THE U.S. MAILS.  THE GUARAN­TOR AGREES THAT A FINAL JUDGMENT
IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN
OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY
LAW.


(b)                                 Nothing
in this Section shall affect the right of the Lender to serve legal process in
any other manner permitted by law or affect the right of the Lender to bring
any action or proceeding against the Guarantor or his property in the courts of
any other jurisdictions.


28.           Miscellaneous.  The death or legal incapacity of any
Guarantor shall not terminate the obligations of such Guarantor or any other
Guarantor under this Guaranty, including its obligations with regard to future
advances under the Loan Documents.  The
illegality or unenforceability of one or more provisions of this Guaranty shall
not affect any other provision.  Any
Guarantor who is married agrees that the Lender may look to all of his or her
community property and separate property to satisfy his or her obligations
under this Guaranty.  This Guaranty and
any attached consents or exhibits requiring signatures may be executed in counterparts,
and all counterparts shall constitute but one and the same document. Time is of
the essence in the performance of this Guaranty by Guarantor.


29.           Counsel:  Guarantor acknowledges that Guarantor has had
adequate opportunity to carefully read this Guaranty and to consult with an
attorney of Guarantor’s choice prior to signing it.


30.           Waiver of Jury Trial.  THE GUARANTOR HEREBY IRREVOCABLY WAIVES ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT
OF OR RELATING TO THIS GUARANTY.


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


	
  

  	
  /s/ H. David Choo

  
	
   

  	
  David Choo, in an individual capacity

  



 


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