f8ka1063007ex10iv_somerset.htm


    CORPORATE
      GUARANTY

     

    FOR
      VALUE RECEIVED, the receipt and sufficiency is hereby
      acknowledged, and with the knowledge that but for this corporate guaranty (this
      "Guaranty") Keith Kesheneff and Kathryn Kesheneff (collectively, the "Holder")
      would not enter into that certain Stock Purchase Agreement executed on July
      5,
      2007 and effective as of June 30, 2007 (the "SPA"), to induce further the Holder
      to enter into the SPA and to accept the Convertible Promissory Note and any
      other promissory notes to be made pursuant to the SPA, SECURE SYSTEM, INC.,
      a
      New Jersey corporation ("Secure") hereby absolutely and unconditionally
      guarantees certain obligations to the Holder as follows:

     

    1.  The
      Convertible Note. Secure hereby absolutely and unconditionally
      guarantees to the Holder the prompt payment and performance of all obligations
      of Somerset International Group, Inc. ("Somerset") arising out of the
      Convertible Promissory Note in the original principal amount of $250,000, made
      and given to the Holder pursuant to paragraph 4(a)(ii) of the SPA, together
      with
      any extensions, renewals or replacements thereof.

     

    2.  The
      EBITDA Adjustment Note. The SPA provides for the post closing execution
      of a promissory note (the "EBITDA Adjustment Note") by Somerset upon the
      satisfaction of certain conditions. In the event that Somerset executes a
      promissory note payable to the Holder pursuant to the terms of Paragraph
      4(b)(iv) of the SPA, then Secure absolutely and unconditionally guarantees
      to
      the Holder the prompt payment and performance of all obligations of Somerset
      arising out of the EBITDA Adjustment Note, together with any extensions,
      renewals or replacements thereof.

     

    3.  The
      Net Current Asset Note. The SPA provides for the post closing execution
      of a promissory note (the "Net Current Asset Note") by Somerset upon the
      satisfaction of certain conditions. In the event that Somerset executes a
      promissory note payable to the Holder pursuant to the terms of Paragraph
      4(b)(iii) of the SPA, then Secure absolutely and unconditionally guarantees
      to
      the Holder the prompt payment and performance of all obligations of Somerset
      arising out of the Net Current Asset Note, together with any extensions,
      renewals or replacements thereof.

     

    4.  The
      Indebtedness. The Convertible Note, the EBIDTA Adjustment Note, and the
      Net Current Asset Note shall individually and collectively be referred to as
      "the Indebtedness". No act or thing need occur to establish the liability of
      Secure hereunder, and no act or thing, except full payment and discharge of
      all
      Indebtedness, shall in any way exonerate Secure, or modify, reduce, limit or
      release the liability of Secure hereunder.

     

    5.      Corporate
      Purpose. This Guaranty is given for a legitimate corporate purpose of
      Secure. Secure represents and warrants to the Holder that Secure has a direct
      and substantial interest in the SPA and in the financial accommodations that
      resulted in the creation of Indebtedness that is guaranteed hereby.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    6.  Dissolution
      and/or Insolvency. If Secure shall be dissolved or shall be or become
      insolvent (however defined) or attempt revoke this Guaranty, then the Holder
      shall have the right to declare immediately due and payable, and Secure will
      forthwith pay to the Holder, the full amount of all Indebtedness, whether due
      and payable or unmatured. If Secure voluntarily commences or there is commenced
      involuntarily against Secure a case under the United States Bankruptcy Code,
      the
      full amount of all Indebtedness, whether due and payable or unmatured, shall
      be
      immediately due and payable without demand or notice thereof.

     

    7.  Pledge
      of Vanwell Shares. Secure's obligations hereunder shall be secured by a
      pledge of certain common stock of Vanwell Electronics, Inc. (the "Pledged
      Shares") pursuant to the terms of a certain Stock Pledge and Escrow aAreement
      dated the date hereof (the "Pledge Agreement"). Any breach or default under
      this
      Guaranty shall be deemed to be a default under the Pledge Agreement and,
      conversely, any breach or default under the Pledge Agreement shall be deemed
      to
      be a default under this Guaranty.

     

    8.  Change
      in Affiliate Relationship. Whether or not any existing relationship
      between Secure and Somerset changes or ends, the Holder may, but shall not
      be
      obligated to, enter into transactions resulting in the continuance of the
      Indebtedness, without any consent or approval by Secure, and without notice
      to
      Secure. The liability of Secure shall not be affected or impaired by any of
      the
      following acts or things (which the Holder is expressly authorized to do,
omit or suffer from time-to-time, without notice to or approval
      by
      Secure): (a) any acceptance of collateral security, adding guarantors,
      accommodation parties, or sureties for any or all Indebtedness; (b) any one
      or
      more extensions or renewals of the Indebtedness (whether or not for
      longer than the original period) or any modification of the interest rates,
      maturities or other contractual terms applicable to any Indebtedness; (c) any
      waiver, adjustment, forbearance, compromise or indulgence other than a release
      of liability granted to Borrower, any delay or lack of diligence in the
      enforcement of Indebtedness, or any failure to institute proceedings, file
      a
      claim, give any required notices or otherwise protect any Indebtedness; (d)
      any
      full or partial release of, settlement with, or agreement not to sue, Borrower
      or any other guarantor or other person liable in respect of any Indebtedness;
      (e) any failure to obtain collateral security (including rights of setoff)
for Indebtedness, or to see to the proper or sufficient creation
      and
      perfection thereof, or to establish the priority thereof, or to protect, insure,
      or enforce any collateral security; or any release, modification, substitution,
      discharge, impairment, deterioration, waste, or loss of any collateral security;
      (f) any foreclosure or enforcement of any collateral security; (g) any transfer
      of any Indebtedness or any evidence thereof; (h) any order of application of
      any
      payments or credits upon Indebtedness; and/or (i) any election by the Holder
      under Section 111 1(b)(2) of the United States Bankruptcy Code.

     

    9.  Continuation
      of Obligation. Secure further agrees that it shall be and remain
      obligated to pay and/or perform the Indebtedness even though any other person
      or
      entity obligated to pay the Indebtedness, including but not limited to Somerset,
      has such obligation discharged in bankruptcy or otherwise discharged by law.
      In
      such event, the "Indebtedness' shall include post-bankruptcy petition interest
      and attorneys' fees actually incurred and any other amounts which Borrower
      is
      discharged from paying or which do not accrue to Indebtedness due to Borrower's
      discharge, and Secure shall remain obligated to pay such amounts as fully as
      if
      Borrower's obligations had not been discharged.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    10.  Limitation
      of Subrogation Rights. Secure will not exercise any rights which it may
      have acquired by way of subrogation under this Guaranty or otherwise, by any
      payment made hereunder or otherwise, unless and until all of the Indebtedness
      hereby guaranteed shall have been performed, observed or paid in full, and
      if
      any payment shall be made to the Guarantors on account of such subrogation
      rights at any time when all of the Indebtedness so to be performed or observed
      shall not have been performed, observed or paid in full, each and every amount
      so paid will be forthwith paid to the Holder to be credited and applied to
      the
      Indebtedness.

     

    11.  Execution
      of Additional Documents. Secure agrees that, at any time or from time
      to time, upon the request of the Holder, it will promptly execute and deliver
      any and all such further instruments and documents and do such further acts
      as
      the Holder may request in order to more effectively carry out the purposes
      hereof.

     

    12.  Costs
      and Attorney Fees. Secure will pay or reimburse the Holder for all
      costs and expenses (including reasonable attorneys' fees and legal expenses
      actually incurred by the Holder in connection with the protection, defense
      or
      enforcement of this Guaranty in any litigation or bankruptcy or insolvency
      proceedings).

     

    13.  Waiver
      of Presentment, etc. SECURE WAIVES PRESENTMENT, DEMAND FOR PAYMENT,
      NOTICE OF DISHONOR OR NONPAYMENT, AND PROTEST OF ANY INSTRUMENT EVIDENCING
      INDEBTEDNESS. THE HOLDER SHALL NOT BE REQUIRED FIRST TO RESORT FOR PAYMENT
      OF
      THE INDEBTEDNESS TO SOMERSET OR TO ANY OTHER PERSONS OR THEIR PROPERTIES, OR
      FIRST TO ENFORCE, REALIZE UPON, OR EXHAUST ANY OTHER COLLATERAL SECURITY FOR
      INDEBTEDNESS, BEFORE ENFORCING THIS GUARANTY.

     

    14.  Cumulative
      Rights. The liability of Secure under this Guaranty is in addition to
      and shall be cumulative with all other liabilities of Secure to the Holder
      under
      any other agreement including, but not limited to, the SPA, or as a separate
      guarantor or otherwise, without any limitation as to amount, unless the
      instrument or agreement evidencing or creating such other liability specifically
      provides to the contrary. The effect of this Guaranty is to authorize the Holder
      to enforce the Indebtedness as if same were a principal obligation of
      Secure.

     

    15.  Corporate
      Authority. Secure represents and warrants to the Holder that: (a)
      Secure is a corporation duly organized and existing in good standing and has
      full power and authority to make and deliver this Guaranty; (b) the execution,
      delivery and performance of this Guaranty by Secure have been duly authorized
      by
      all necessary action of its directors and shareholders and do not and will
      not
      violate the provisions of, or constitute a default under, any presently
      applicable law or its articles of incorporation or by-laws or any agreement
      presently binding on it; (c) this Guaranty has been duly executed and delivered
      by the authorized officers of Secure and constitutes its lawful, binding and
      legally enforceable obligation (subject to the United States
      Bankruptcy Code and other similar laws generally affecting the enforcement
      of
creditors' rights); and (d) the authorization, execution, delivery
      and performance of this Guaranty
      do not require notification to, registration with, or consent or approval by,
      any federal, state or local regulatory body or administrative
      agency.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    16.  Notices.
      Any notice pursuant to this Guaranty required to be given or made
      shall
      be sufficiently given or made if sent by certified or registered mail, postage
      prepaid, addressed as follows:

     

    To
      Secure:

     

    Secure
      System, Inc.

     

    c/o
      Somerset International Group

    90
      Washington Valley Road

    Bedminster,
      NJ 07921

    Attn:
      John X. Adiletta, Chief Executive Officer

     

    with
      a copy to:

     

    Picinich
      & McClure, Esqs.

    139
      Harristown Road, Suite 101 

    Glen
      Rock, New Jersey 07542 

    Attn:
      William R. McClure, Esq.

     

    To
      the Holder:

     

    Mr
&
      Mrs. Keith Kesheneff

    57
      Yacht
      Club Drive

    Lake
      Hopatcong, New Jersey 07849

     

    with
      a copy to.

     

    Brown,
      Moskowitz & Kallen, P.C. 

    75
      Main
      Street, Suite 203

    Millburn,
      New Jersey 07041

    Attn:
      Stuart M. Brown, Esq.

     

    17.  Effectiveness.
      This Guaranty shall be effective upon delivery to the Holder, without
      further act, condition or acceptance by the Holder, shall be binding upon Secure
      and the successors and assigns of Secure, and shall inure to the benefit of
      the
      Holder, all successors, and assigns. Secure waives all required notice of the
      Holder's acceptance hereof.

     

    18.   
      Partial Invalidity. Any invalidity or unenforceability of any
      provision or application of this Guaranty shall not affect other lawful
      provisions and application hereof, and to this end the provisions of this
      Guaranty are declared to be severable. Except allowed by the terms herein,
      this
      Guaranty may not be waived, modified, amended, terminated, released or otherwise
      changed except by a writing signed by Secure and the Holder.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    19.  Arbitration.
In
      the event that there shall be a dispute among the parties arising out of or
      relating to this Guaranty, the parties agree that such dispute shall be resolved
      by final and binding arbitration before one arbitrator if such dispute involves
      an amount of less than $100,000 and if such dispute involves an amount equal
      to
      or in excess of $100,000 then before a panel of three arbitrators, in either
      case, in Somerset County, New Jersey, administered by the American Arbitration
      Association ("AAA"), in accordance with AAA's commercial rules of practice
      then
      in effect. Any award issued as a result of such arbitration shall be final
      and
      binding between the parties thereto, and shall be enforceable by any court
      having jurisdiction over the party against whom enforcement is sought. The
      arbitrator shall have the authority in his or her discretion to award to the
      prevailing party the fees and expenses of such arbitration (including reasonable
      attorneys' fees) or any action to enforce an arbitration award.

     

    20.  Singular,
      Plural.
The singular and plural form shall be interchangeable herein
      except where specific contextual reference is otherwise required.

     

    21.    Governing
      Law.
This Guaranty shall be governed by and construed in accordance
      with the laws of the State of New Jersey, without reference to the choice of
      law
      doctrine of such state.

     

    IN
      WITNESS WHEREOF, the parties have entered into this Corporate Guaranty Agreement
      as of the date set forth on the first page.

     

    Guarantor:

     

    
      
        	
                ATTEST:

              	
                SECURE
                  SYSTEM, INC.

              
	 	 
	 	
                By: 
                  ___________________________

              
	
                John
                  X. Adiletta, Secretary

              	
                John
                  X. Adiletta, CEO

              
	 	 
	
                Holders:

              	 
	 	 
	
                Keith
                  Kesheneff

              	
                Kathryn
                  Kesheneff