Exhibit 10.2


Guaranty


For value received and in consideration of advances
made or to be made, or credit given or to be given, or other financial
accommodation afforded or to be afforded to TUCOWS.COM
CO., a company organized under the laws of Nova Scotia (hereinafter
designated as “Borrower”), by BANK OF MONTREAL, Toronto, Ontario,
Canada (hereinafter called the “Bank”), from
time to time, the undersigned hereby guarantees the full and prompt payment to
the Bank at maturity and at all times thereafter of any and all indebtedness,
obligations and liabilities of every kind and nature of the Borrower to the
Bank howsoever evidenced, whether now existing or hereafter created or arising,
whether direct or indirect, absolute or contingent, or joint or several, and
howsoever owned, held or acquired, whether through discount, overdraft,
purchase, direct loan or as collateral, or otherwise (hereinafter all such
indebtedness, obligations and liabilities being collectively referred to as the
“Indebtedness”); and the undersigned
further agrees to pay all expenses, legal and/or otherwise (including court
costs and reasonable attorneys’ fees), paid or incurred by the Bank in
endeavoring to collect the Indebtedness, or any part thereof, and in
protecting, defending or enforcing this guaranty in any litigation, bankruptcy
or insolvency proceedings or otherwise.


The undersigned further acknowledges and agrees with
the Bank that:


1.             This guaranty is a continuing, absolute and
unconditional guaranty, and shall remain in full force and effect until written
notice of its discontinuance shall be actually received by the Bank, and also
until any and all of the Indebtedness created, existing or committed to before
receipt of such notice shall be fully paid. 
The death or dissolution of the undersigned shall not terminate this
guaranty until notice of such death or dissolution shall have been actually
received by the Bank, nor until all of the Indebtedness created or existing
before receipt of such notice shall be fully paid.  The granting of credit from time to time by
the Bank to the Borrower in excess of the amount to which the right of recovery
under this guaranty is limited and without notice to the undersigned, is hereby
also authorized and shall in no way affect or impair this guaranty.


2.             In case of the death, incompetency, dissolution,
liquidation or insolvency (howsoever evidenced) of, or the institution of
bankruptcy or receivership proceedings against the Borrower or the undersigned,
all of the Indebtedness then existing shall, at the option of the Bank,
immediately become due or accrued and payable from the undersigned.  All dividends or other payments received from
the Borrower or on account of the Indebtedness from whatsoever source, shall be
taken and applied as payment in gross, and this guaranty shall apply to and
secure any ultimate balance that shall remain owing to the Bank.


3.             The liability hereunder shall in no way be affected or
impaired by (and the Bank is hereby authorized to make from time to time,
without notice to anyone) any sale, pledge, surrender, compromise, settlement,
release, renewal, extension, indulgence, alteration, substitution, exchange,
change in, modification or other disposition of any of the Indebtedness, either
express or implied, or of any contract or contracts evidencing any of the
Indebtedness, or of any security or collateral therefor.  The liability hereunder shall in no way be
affected or impaired by any acceptance by the Bank of any security for or other
guarantors upon any of the 













Indebtedness, or by any failure, neglect or omission
on the part of the Bank to realize upon or protect any of the Indebtedness, or
any collateral or security therefor, or to exercise any lien upon or right of
appropriation of any moneys, credits or property of the Borrower, possessed by
the Bank, toward the liquidation of the Indebtedness, or by any application of
payments or credits thereon.  The Bank
shall have the exclusive right to determine how, when and what application of
payments and credits, if any, shall be made on the Indebtedness, or any part
thereof.  In order to hold the
undersigned liable hereunder, there shall be no obligation on the part of the
Bank, at any time, to resort for payment to the Borrower or to any other
guaranty, or to any other persons or corporations, their properties or estates,
or resort to any collateral, security, property, liens or other rights or
remedies whatsoever, and the Bank shall have the right to enforce this guaranty
irrespective of whether or not other proceedings or steps seeking resort to or
realization upon or from any of the foregoing are pending.


4.             All diligence in collection or protection, and all
presentment, demand, protest and/or notice, as to any and everyone, whether or
not the Borrower or the undersigned or others, of dishonor and of default and
of non-payment and of the creation and existence of any and all of the
Indebtedness, and of any security and collateral therefor, and of the
acceptance of this guaranty, and of any and all extensions of credit and indulgence
hereunder, are waived.  No act of
commission or omission of any kind, or at any time, upon the part of the Bank
in respect to any matter whatsoever, shall in any way affect or impair this
guaranty.


5.             The undersigned will not exercise or enforce any right
of exoneration, contribution, reimbursement, recourse or subrogation available
to the undersigned against any person liable for payment of the Indebtedness,
or as to any security therefor, unless and until the full amount owing to the
Bank on the Indebtedness has been paid and the payment by the undersigned of
any amount pursuant to this guaranty shall not in any way entitle the
undersigned to any right, title or interest (whether by way of subrogation or
otherwise) in and to any of the Indebtedness or any proceeds thereof or any
security therefor unless and until the full amount owing to the Bank on the
Indebtedness has been paid.


6.             The Bank may, without any notice whatsoever to any one,
sell, assign or transfer all of the Indebtedness, or any part thereof, or grant
participations therein, and in that event each and every immediate and
successive assignee, transferee, or holder of or participant in all or any part
of the Indebtedness, shall have the right to enforce this guaranty, by suit or
otherwise, for the benefit of such assignee, transferee, holder or participant,
as fully as if such assignee, transferee, holder or participant were herein by
name specifically given such rights, powers and benefits; but the Bank shall
have an unimpaired right to enforce this guaranty for the benefit of the Bank
or any such participant, as to so much of the Indebtedness that it has not
sold, assigned or transferred.


7.             The undersigned waives any and all defenses, claims and
discharges of the Borrower, or any other obligor, pertaining to the
Indebtedness, except the defense of discharge by payment in full.  Without limiting the generality of the
foregoing, the undersigned will not assert, plead or enforce against the Bank
any defense of waiver, release, discharge in bankruptcy, statute of
limitations, res judicata, statute of frauds, anti-deficiency statute, fraud,
incapacity, minority, usury, illegality or unenforceability which may be
available to the Borrower or any other person 



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liable in respect of any of the Indebtedness, or any
setoff available against the Bank to the Borrower or any such other person,
whether or not on account of a related transaction.  The undersigned agrees that the undersigned
shall be and remain liable for any deficiency remaining after foreclosure of
any mortgage or security interest securing the Indebtedness, whether or not the
liability of the Borrower or any other obligor for such deficiency is
discharged pursuant to statute or judicial decision.


8.             If any payment applied by the Bank to the Indebtedness
is thereafter set aside, recovered, rescinded or required to be returned for
any reason (including, without limitation, the bankruptcy, insolvency or
reorganization of the Borrower or any other obligor), the Indebtedness to which
such payment was applied shall for the purposes of this guaranty be deemed to
have continued in existence, notwithstanding such application, and this
guaranty shall be enforceable as to such of the Indebtedness as fully as if
such application had never been made.


9.             The liability of the undersigned under this guaranty is
in addition to and shall be cumulative with all other liabilities of the
undersigned to the Bank as guarantor of the Indebtedness, without any
limitation as to amount, unless the instrument or agreement evidencing or
creating such other liability specifically provides to the contrary.


10.           Any invalidity or unenforceability of
any provision or application of this guaranty shall not affect other lawful
provisions and applications hereof, and to this end the provisions of this
guaranty are declared to be severable. 
This guaranty shall be construed according to the law of the Commonwealth
of Pennsylvania, in which State it shall be performed by the undersigned and
may not be waived, amended, released or otherwise changed except by a writing
signed by the Bank.


11.           This guaranty and every part thereof
shall be effective upon delivery to the Bank, without further act, condition or
acceptance by the Bank, shall be binding upon the undersigned, and upon the
heirs, legal representatives, successors and assigns of the undersigned, and
shall inure to the benefit of the Bank, its successors, legal representatives
and assigns.  The undersigned waives
notice of the Bank’s acceptance hereof.



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Signed and delivered  by
the undersigned, in Toronto, Ontario Canada, this 25th day of July, 2007. The undersigned acknowledges receipt of a
completed copy of this guaranty as of the time of execution.


	
  

  	
  TUCOWS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ELLIOT NOSS

  	
   

  
	
   

  	
  Name:

  	
  Elliot Noss

  
	
   

  	
  Its:

  	
  President and Chief
  Executive Officer

  
					



 



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