oct29ex10_14.htm


     

    
      

      

    

    Exhibit 10.14


    CROSS GUARANTEE AND
INDEMNIFICATION AGREEMENT

    


    


    WHEREAS,
For valuable consideration, the receipt and sufficiency of which is
acknowledged, NEWLOOK
INDUSTRIES CORP., a corporation incorporated under the laws of the
Province of British Columbia (the “Guarantor”), has covenanted
and agreed with TCE CAPITAL
CORPORATION (the “Creditor”) to absolutely and
unconditionally guarantee the payment forthwith after demand, of the debts or
liabilities, whether direct, contingent or otherwise, present or future, matured
or not, which, WIRELESS AGE
COMMUNICATIONS, INC., a corporation incorporated under the laws of
Nevada, U.S.A, WIRELESS AGE
COMMUNICATIONS LTD. and
WIRELESS SOURCE DISTRIBUTION LTD.,  corporations incorporated
under the laws of the Province of Saskatchewan (collectively the “Debtors” and individually a
“Debtor”), have incurred
or are under or may incur or be under to the Creditor, whether arising from
dealings between the Creditor and any of the Debtors or from any dealings or
proceedings by which any of the Debtors may become in any manner whatsoever
liable to the Creditor whether as principal or surety or otherwise and the
Guarantor has guaranteed to the Creditor the payment of all costs, expenses and
solicitor's fees incurred by the Creditor in connection with any default on the
part of any of the Debtors in making payment to the Creditor;

    


    AND
WHEREAS, For valuable consideration, the receipt and sufficiency of which is
acknowledged, WIRELESS AGE
COMMUNICATIONS, INC., a corporation incorporated under the laws of
Nevada, U.S.A (the "Guarantor"), has covenanted
and agreed with TCE CAPITAL
CORPORATION (the "Creditor") to absolutely and
unconditionally guarantee the payment forthwith after demand as hereinafter
provided, of the debts or liabilities, whether direct, contingent or otherwise,
present or future, matured or not, which NEWLOOK INDUSTRIES CORP., a
corporation incorporated under the laws of the Province of British Columbia (the
“Debtor”), has incurred
or is under or may incur or be under to the Creditor, whether arising from
dealings between the Creditor and the Debtor or from any dealings or proceedings
by which the Debtor may become in any manner whatsoever liable to the Creditor
whether as principal or surety or otherwise and the Guarantor has guaranteed to
the Creditor the payment of all costs, expenses and solicitor's fees incurred by
the Creditor in connection with any default on the part of any of the Debtor in
making payment to the Creditor;

    


    


    IN
CONSIDERATION of the sum of ONE DOLLAR ($1.00) and other good and valuable
consideration paid by Wireless Age Communications, Inc. and Newlook Industries
Corp. to one another, the receipt and sufficiency of which is acknowledged, the
parties hereto agree as follows:

    


    
      	
              a)  

            	
              NEWLOOK
      INDUSTRIES CORP. shall indemnify and hold harmless Wireless Age
      Communications, Inc. of and from any and all manner of payments made to
      TCE Capital Corporation on behalf of or on account for Newlook Industries
      Corp. including interest at the rate chargeable by TCE Capital Corp., and
      claims, demands, suits, actions or judgments contingent and otherwise
      which hereafter may be asserted, instituted or recovered against the
      Wireless Age Communications, Inc. including without limiting the
      generality of the foregoing, arising out of or in connection with the
      Factoring Agreement with TCE Capital Corporation dated January 9, 2006 and
      amended on December 11, 2007 which result from a default of the said
      Agreement by Newlook Industries
Corp.

            


    

    


    
      	
              b)  

            	
              WIRELESS
      AGE COMMUNICATIONS, INC. shall indemnify and hold harmless Newlook
      Industries Corp. of and from any and all manner of payments made to TCE
      Capital Corporation on behalf of or on account for Wireless Age
      Communications, Inc., Wireless Age Communications Ltd. and Wireless Source
      Distribution Ltd. including interest at the rate chargeable by TCE Capital
      Corp., and claims, demands, suits, actions or judgments contingent and
      otherwise which hereafter may be asserted, instituted or recovered against
      the Newlook Industries Corp. including without limiting the generality of
      the foregoing, arising out of or in connection with the Factoring
      Agreement with TCE Capital Corporation dated January 9, 2006 and amended
      on December 11, 2007 which result from a default of the said Agreement by
      Wireless Age Communications, Inc., Wireless Age Communications Ltd. and
      Wireless Source Distribution Ltd.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              c)  

            	
              Newlook
      Industries Corp. agrees to provide Wireless Age Communications, Inc. with
      a first charge security position in its assets in the event that Wireless
      Age Communications, Inc. makes payment to TCE Capital Corporation on
      behalf of Newlook Industries Corp.

            


    

    


    
      	
              d)  

            	
              Wireless
      Age Communications, Inc. agrees to provide Newlook Industries Corp. with a
      first charge security position in its assets in the event that Newlook
      Industries Corp. makes payment to TCE Capital Corporation on behalf of
      Wireless Age Communications, Inc.

            


    

    


    
      	
              e)  

            	
              Newlook
      Industries Corp. and Wireless Age Communications, Inc. agree with each
      other to negotiate and act reasonably to modify, postpone or forbear on
      the enforcement of indemnity payments, as may be required, arising from
      within Cross Guarantee and Indemnification
  Agreement.

            


    

     

     Dated
at  Toronto                                   
 this               day
of  October, 2008

     

     

    
      
        	
                 WIRELESS
      AGE COMMUNICATIONS, INC

                 

              	 	 	 NEWLOOK
      INDUSTRIES CORP.	 
	
                By:

              	 	 	
                By:

              	 
	
                Name:
      Gary Hokkanen

              	 	 	
                Name:Jason
      Moretto

              	 
	
                Title: Chief
      Financial Officer

                    (Authorized
      Signing Officer)

              	 	 	
                Title:
       President

                    (Authorized
      Signing Officer)

              	 


      



    
    

    
    

    


    
       

      
        
          	
                   WIRELESS
      SOURCE DISTRIBUTION LTD.

                   

                	 	 	 WIRELESS
      AGE COMMUNICATIONS, LTD	 
	
                  By:

                	 	 	
                  By:

                	 
	
                  Name:
      Gary Hokkanen

                	 	 	
                  Name:
      Gary Hokkanen

                	 
	
                  Title: Chief
      Financial Officer

                      (Authorized
      Signing Officer)

                	 	 	
                  Title:
      Chief Financial Officer

                      (Authorized
      Signing Officer)