Exhibit 10.49


 


WELLS


FARGO


logo


 


VALIDITY GUARANTY


 


This
Guaranty, dated as of December 1st, 2003, is made by J. Michael
Moore (the “Guarantor”), for the benefit of Wells Fargo Business Credit, Inc.,
a Minnesota corporation (with its successors and assigns, the “WFBCI”).


 


WFBCI
and Management Alliance Corporation (the “Customer”), are parties to an Account
Purchase Agreement dated December 1, 2003 (the “Agreement”) herewith
pursuant to which WFBCI shall purchase accounts receivable from the Customer
and may make financial accommodations to the Customer.


 


As a
condition to entering into the Agreement and extending such accommodations to
the Customer, WFBCI has required the execution and delivery of this Guaranty.


 


ACCORDINGLY,
the Guarantor, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
hereby agrees as follows:


 


1. Definitions.  Capitalized terms used in this Guaranty shall
have the meanings given to them in the Agreement unless otherwise defined
herein.


 


2. Guaranty.
The Guarantor does hereby absolutely and unconditionally, represent(s),
warrant(s) and guarantee(s) to WFBCI that:


 


(a)
The full and prompt payment of any and all obligations of Customer that arise
out or relate to payment shortfalls resulting from Account Debtors taking
discounts; the sale by Customer of Accounts relating to unbilled services and
the sale by Customer of Accounts for permanent placements.


 


(b)
All Accounts will be subsisting, valid, genuine and authentic and will
represent bona fide and existing obligations of bona fide buyers of goods and
services from the Customer in the ordinary course of the Customer’s business
without offset or defense.


 


(c)
All Eligible Accounts will be due and owing in accordance with the terms
governed by the Agreement and other present and future agreements between the
Customer and WFBCI when reported to WFBCI by the Customer.


 


(d)
The Customer will promptly remit to WFBCI all proceeds from its Accounts and
other Collateral as required by the terms of the Agreement and other present
and future agreements between the Customer and WFBCI.


 


(e)
All Inventory and Collateral (i) will be bona fide and existing Inventory of
the Customer; (ii) will be owned by the Customer and will be possessed by the
Customer or its agent; (iii) will not be subject to any lien or security
interest except as permitted by WFBCI; and (iv) will be maintained only at the
locations designated in the Agreement, unless the Customer obtains WFBCI’s prior
written consent.


 


(f)
All reports, statements and schedules of the Customer submitted to WFBCI
pursuant to the Agreement and other present and future agreements between the
Customer and WFBCI will be true and accurate in all respects.


 


3. Guarantor’s
Liability.  In the event of any
breach of the warranties and representations herein contained, the Guarantor
will be liable to WFBCI for any loss or damage suffered by WFBCI as a result of
such breach, and for costs, expenses and reasonable attorneys’ fees incurred by
WFBCI in correction therewith.


 





















 


4. Tax
Returns and Financial Statements.  On
or before April 15th of each year, the Guarantor shall deliver to WFBCI a
[copy of the Guarantor’s tax return for the prior year with all schedules and
attachments thereto, and] a personal financial statement as of December 31st
of the prior year.


 


5. WFBCI’s
Acts.  WFBCI will not be chargeable
for nor will the Guarantor be relieved from liability hereunder because of any
negligence, mistake, act or omission of WFBCI or its agents in making
examinations, investigations or advances or receiving collections under the
Agreement or other present and future agreements between the Customer and
WFBCI.


 


6. Waiver.  The Guarantor hereby waives notice of
acceptance hereof, notice of extensions of credit from time to time by WFBCI to
the Customer, presentment for payment, demand, protest, notice of dishonor,
notice of default notice of nonpayment and all other -notices to which the
Guarantor might otherwise be entitled. 
Furthermore, the Guarantor waives any defense which the Guarantor may
have by reason of any defense which the Customer may have against WFBCI other
than the payment, satisfaction and performance of all obligations owed to WFBCI
by the Customer.  The Guarantor agrees
that WFBCI may, at any time, without notice to or assent from the Guarantor and
without affecting the Guarantor’s liability, compromise, exchange, surrender or
release, on term satisfactory to VYTBCI or by operation of law or otherwise,
any Collateral held by it or any of its rights against the Customer and any
other obligors or guarantors.  The
Guarantor agrees that WFBCI will be under no obligation to marshall any assets
in favor of the Guarantor or against or in payment of any or all of the
obligations to WFBCI.


 


7. Subrogation
Rights. The Guarantor win not exercise or enforce any right of
contribution, reimbursement, recourse          or subrogation available to the Guarantor as
to any of the Customer’s obligations to WFBCI, whenever incurred and of       whatever type or
description, or against any person liable therefor, or as to any collateral
security therefor, unless and until all of the Customer’s obligations to WFBCI
shall have been fully paid and discharged.


 


8. Termination.  This Guaranty may not be terminated by the
Guarantor until all of the Customer’s obligations to WFBCI have been paid in
full or otherwise satisfied and the Guarantor provides WFBCI with written
notice of the termination of this Guaranty.


 


9. Miscellaneous.  This Guaranty shall be effective upon
delivery to WFBCI, without further act, condition or acceptance by WFBCI, shall
be binding upon the Guarantor and the Guarantor’s heirs, representatives,
successors and assigns and shall inure to the benefit of WFBCI and its
participants, successors and assigns. 
Any invalidity or unenforceability of any provision or application of
this Guaranty shall not affect other lawful provisions and application thereof,
and to this end the provisions of this Guaranty are declared to be
severable.  This Guaranty may not be
waived, modified, amended, terminated, released or otherwise changed except by
a writing signed by the Guarantor and WFBCI. 
This Guaranty shall be governed by and construed in accordance with the
substantive laws (other than conflict laws) of the State of Colorado.  The Guarantor irrevocably The undersigned
hereby (v) consents to the personal jurisdiction of the state and federal
courts located in the State of Colorado in connection with any controversy related
to this Guaranty; (vi) waives any argument that venue in any such forum is not
convenient, (vii) agrees that any litigation initiated by WFBCI or the
undersigned in connection with this Guaranty shall be venued in either the
District Court of Denver County, Denver Colorado, or the United States District
Court, District of Colorado; and (viii) agrees that a final judgment in any
such suit, 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.


 


THE GUARANTOR
WAIVES NOTICE OF WFBCI’S ACCEPTANCE HEREOF
AND WAIVES THE RIGHT  TO TRIAL BY JURY IN ANY
ACTION BASED ON OR PERTAINING TO THIS GUARANTY.


 


10. Acknowledgement.
The Guarantor acknowledges that it or s/he has read this Guaranty in its
entirety has consulted such legal, tax or other advisors as it or s/he deems
appropriate and understands and agrees to each of the provisions of this
Guaranty and further acknowledges that it or s/he has entered into this
Guaranty voluntarily.


 





















 


Dated
this December 1st, 2003.


 


	
   

  	
  /S/ J. Michael
  Moore

  	
   

  
	
   

  	
  J. Michael Moore

  
	
   

  	
  ###-##-####

  
	
   

  	
  10670 North
  Central Expressway, Suite 600

  
	
   

  	
  Dallas, TX 75230