Exhibit 10.2


 


UNCONDITIONAL AND CONTINUING GUARANTY


 


WHEREAS,
the undersigned, Ira Goldknopf (individually, a “Guarantor,” ), seek to induce Trinity
Financing Investments Corporation (“Lender”), with an address at 300 E. 55th
Street, Apt. 14D, New York, New York 10022, to make a loan to Power 3 Medical
Products, Inc., a New York corporation (“Borrower”); and


 


WHEREAS,
the execution and delivery by Guarantor of this Unconditional and Continuing
Guaranty (the “Guaranty”) is a condition precedent to the making of a loan by
Lender to the Borrower; and


 


WHEREAS,
The Guarantor is a shareholder of Borrower and will derive substantial benefits
from such loan;


 


NOW,
THEREFORE, in consideration of the premises and of other good and valuable
consideration, the receipt of which is hereby acknowledged, the Guarantor
hereby covenants and agrees as follows:


 


1.                                       Guaranty.  The Guarantor hereby absolutely, irrevocably
and unconditionally guarantees to Lender the full and prompt performance by
Borrower of all its covenants and obligations under a certain promissory note
in the original principal amount of $150,000 between Lender and Borrower of
even date herewith (the “Promissory Note”) and the punctual and full payment
and performance when due, whether at the stated date or dates for such payment,
by acceleration or otherwise, of all indebtedness, liabilities and obligations
of Borrower to Lender under the Note (all of the foregoing are hereinafter
sometimes referred to as the “Obligations”).


 


2.                                       Payment
by Guarantor; Set-Off.  In the event Lender
makes demand or upon the occurrence of any Event of Default (as defined in the Promissory
Note) or a default by Borrower under any of the Obligations and/or the failure
of Borrower punctually to pay or perform any of the Obligations when due, the Guarantor
hereby agrees to make such payment and/or performance punctually when and as
the same shall become due and payable, whether at maturity, by acceleration or
otherwise.  Each such payment shall be
made to Lender at its address set forth above (or at such other address as Lender
shall specify by written notice to the Guarantor), in immediately available
funds.


 


3.                                       Obligation
of Guarantor Unconditional.  The Guarantor
hereby agrees that:


 


(a)                                  Its
liability hereunder is unconditional, irrespective of:  (i) the legality, validity or
enforceability of the Obligations; (ii) the legality, validity or
enforceability of any security interest, mortgage or pledge granted by Borrower
or the Guarantor as collateral for the Obligations, any guarantee, suretyship,
letter of credit or reimbursement agreement issued by any person secondarily or
otherwise liable for any of the Obligations, any security interest, mortgage,
or pledge granted by any person secondarily or otherwise liable for any of the
Obligations, or any


 





















 


other
device providing collateral security for payment of any of the Obligations, all
of the hereinabove referenced devices being referred to herein as the “Collateral
Security”; (iii) the absence of any action or effort by Lender to either
resort to, enforce or exhaust its remedies under or against the Obligations
and/or the Collateral Security; (iv) the waiver or consent by Lender with
respect to any provision in the documentation of the Obligations or the
Collateral Security; or (v) the recovery of any judgment against Borrower
or any action to enforce such judgment or any other circumstance which might,
absent the unconditional nature of this Guaranty, constitute a legal or
equitable discharge or defense of either Guarantor.


 


(b)                                 Lender
may at any time, or from time to time, in Lender’s sole discretion:  (i) change, alter, renew, continue,
extend and/or accelerate the time of payment of, all or any of the Obligations,
or any part or parts thereof or any renewal or renewals thereof; (ii) extend
credit to Borrower whether or not any Event of Default, or any event which with
notice or lapse of time, or both, would constitute an Event of Default, has
occurred under the Promissory Note or any other agreement between Lender and
Borrower; (iii) replace any existing Obligation and the documentation
therefor with an amended and restated Obligation and the documentation
therefor; (iv) sell, exchange, release, compromise and/or surrender all or
any of the property which is the subject of the Collateral Security (the “Collateral”),
or any part or parts thereof, with respect to which Lender may now or hereafter
have an interest; (v) sell and/or purchase any or all of the Collateral at
public or private sale, or at any broker’s board, and after deducting all costs
and expenses of every kind for collection, sale and/or delivery, apply the
proceeds of any such sale or sales against any of the Obligations; or (vi) settle
or compromise any or all of the Obligations with Borrower, and/or any other person
or persons liable thereon; all in such manner and upon such terms as Lender may
see fit and without notice to or consent from any Guarantor, who hereby agrees
to be and remain bound upon this Guaranty, irrespective of the effect upon the
existence or status of the Obligations or the Collateral Security and
notwithstanding any such change, alteration, renewal, continuance, extension,
acceleration, sale, exchange, release, compromise, surrender, application,
settlement, subordination or any other action hereinabove mentioned.


 


(c)                                  The
liability of Guarantor will not be discharged except by complete and final
payment and performance of the Obligations.


 


(d)                                 The
liability of the Guarantor under this Guaranty shall be reinstated with respect
to any amount paid to Lender by Borrower which is thereafter required to be
returned to Borrower or any trustee, receiver or other representative of or for
Borrower, upon or by reason of the bankruptcy, insolvency, reorganization, or
dissolution of Borrower, or for any other reason, all as though such amount had
never been paid by Borrower.


 


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(e)                                  This
is a guarantee of payment and not merely of collection.


 


4.                                       Waiver
of Subrogation.  No payment by the Guarantor
pursuant to any provision of this Guaranty or other satisfaction of the Guarantor’s
liabilities hereunder shall entitle the Guarantor, by subrogation to the rights
of Lender or otherwise, to any payment from Borrower, from the proceeds of the
property of Borrower or from any Collateral Security.  The Guarantor hereby releases and waives any
and all rights to, and claims for, subrogation, indemnity, reimbursement and/or
contribution which the Guarantor may now or hereafter have against Borrower by
reason of payments made by the Guarantor under this Guaranty.


 


5.                                       Waivers.  The Guarantor hereby expressly waives:  (a) notice of the acceptance of this
Guaranty; (b) notice of the making of the loan evidenced y the promissory
Note and of any change in the rate at which any of the Obligations are accruing
interest or fees; (c) diligence, presentment and demand for payment of any
of the Obligations; (d) protest, notice of protest, notice of dishonor and
notice of nonpayment or default to either Guarantor or to any other person with
respect to the Obligations; (e) filings of claims or proof of claims with
a court in the event of any bankruptcy or insolvency proceedings as to which
Borrower or any person secondarily or otherwise liable for any of the
Obligations is subject; (f) any right to require a proceeding first
against Borrower or any other person; (g) any demand for payment under
this Guaranty; (h) any defenses available to a surety under law; and (i) all
other legally waivable notices to which either Guarantor might otherwise be
entitled.


 


6.                                       Insolvency
of Borrower.  In the event that any
proceeding is commenced by or against Borrower under the Federal Bankruptcy
Code or any insolvency or other debtor relief laws, as now or hereafter in
effect, or for the appointment of a receiver for Borrower or any of its
property, or if Borrower shall make an assignment for the benefit of creditors
or shall discontinue business or becomes unable to pay or admits in writing its
inability to pay its debts as they come due, all Obligations of Borrower shall,
for the purpose of this Guaranty, become immediately due and payable.


 


7.                                       Subordination.
The Guarantor further agrees with Lender that all of the present and future
indebtedness of Borrower to such Guarantor, other than salary, expenses
reimbursements and other amounts due pursuant to such guarantor’s Employment
Agreement with the Borrower, shall be and hereby is subordinated to the
Obligations.


 


8.                                       Termination
of Guaranty.  This Guaranty is a
continuing Guaranty and shall remain in full force and effect irrespective of
any interruptions in the business relations of Borrower with Lender; provided,
however, that either may, by notice in writing actually received and
acknowledged by Lender, terminate this Guaranty with respect to all new
Obligations incurred or contracted by Borrower after the date on which such
notice is so received, but this Guaranty shall remain in full force and effect
as to all Obligations existing at the date of receipt of such notice and to all
renewals and extensions thereof until the full payment thereof and all interest
and fees thereon to Lender.


 


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9.                                       Consent
to Jurisdiction; Waiver of Jury Trial. 
The Guarantor hereby submits to the jurisdiction of the courts of the
State of New York and the United States District Court for the Southern District
of New York, as well as to the jurisdiction of all courts from which an appeal
may be taken from the aforesaid courts, for the purpose of any suit, action or
other proceeding arising out of any obligations under or with respect to this
Guaranty, and expressly waives any and all objections Guarantor may have as to
venue in any such courts.  EACH GUARANTOR
WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT ON ANY
MATTER WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ANY ACTION, PROCEEDING OR
COUNTERCLAIM) ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS GUARANTY.  No party to this Guaranty, including but
not limited to any assignee or successor of a party, shall seek a jury trial
in any lawsuit, proceeding, counterclaim, or any other litigation procedure
based upon, or arising out of, this Guaranty, any related instruments, any
collateral or the dealings or the relationship between the parties.  No party will seek to consolidate any such
action, in which a jury trial has been waived, with any other action in which a
jury trial cannot be or has not been waived. 
THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE
PARTIES HERETO, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS.  NO PARTY HAS IN ANY WAY AGREED WITH OR
REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT
BE FULLY ENFORCED IN ALL INSTANCES.


 


10.                                 Miscellaneous.


 


(a)                                  Notices.  All notices, requests, demands or other
communications (including telecommunications) to or from the Guarantor or Lender
shall be in writing and shall be deemed to have been duly given or made when
delivered (i) to Lender, at its address as set forth above,
Attention:  Trinity Bui,  and (ii) to the Guarantor, at the address
of the Borrower as set forth in the Promissory Note, or as to either party, at
such other address or telecopier number as such party may hereafter specify to
the party in writing.  Written notices if
delivered by hand or telecopier shall be deemed delivered upon receipt
acknowledged in written form by the recipient or five (5) business days
(business day being defined as a day, other than a Saturday or Sunday, on which
the banks in New York are authorized to be open for business) after mailing or
sending, and all mailed notices shall be by registered or certified mail,
postage prepaid.  Notices provided by any
other means shall be deemed delivered upon receipt acknowledged in writing.


 


(b)                                 Expenses.  Guarantor agrees that, with or without notice
to or demand upon Borrower or Guarantor, Guarantor will pay or reimburse Lender
(to the extent reimbursement has not already been made by Borrower) for all
expenses, including reasonable fees and expenses of its legal counsel, incurred
by Lender in connection with any of the Obligations or the collection thereof
and the enforcement of any provisions of this Guaranty.


 


(c)                                  Continuing
Guaranty.  This is a continuing
guaranty and shall remain in full force and effect and be binding upon
Guarantor and its successors and assigns until payment in full to Lender of all
the Obligations.


 


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(d)                                 Assignments.  Lender may assign its rights and powers under
this Guaranty with respect to all or any of the Obligations, and, in the event
of such assignment, the assignee of such rights and powers, to the extent of
such assignment, shall have the same rights and remedies as if originally named
herein in the place of its assignor.


 


(e)                                  Waiver
of Rights.  No delay on the part of Lender
in exercising any rights hereunder or failure to exercise the same shall
operate as a waiver of such rights; no notice to or demand on the Guarantor
shall be deemed to be a waiver of the obligation of the Guarantor or of the
right of Lender to take other or further action without notice or demand as
provided herein.  In any event no
modification or waiver of the provisions hereof shall be effective unless in
writing nor shall any waiver be applicable except with respect to the specific
person to whom and in the specific instance or matter for which given.


 


(f)                                    Cumulative
Remedies.  The obligations of the Guarantor
hereunder are in addition to and not in substitution for any other obligations
or security interests now or hereafter held by Lender and shall not operate as
a merger of any contract or debt or suspend the fulfillment of, or affect the
rights, remedies or powers of Lender in respect of, any obligation or other
security interest held by it for the fulfillment thereof.  The rights and remedies provided herein and
in any other instrument are cumulative and not exclusive of any other rights or
remedies provided by law.


 


(g)                                 Governing
Law.  This Guaranty shall be governed
by, determined and construed in accordance with the laws of the State of New
York without regards to the choice of law principles thereof.


 


(h)                                 Severability.  If any part of this Guaranty is contrary to,
prohibited by or deemed invalid under the applicable law or regulations of any
jurisdiction, such provision shall, as to such jurisdiction, be inapplicable
and deemed omitted to the extent so contrary, prohibited or invalid, but the
remainder hereof shall not be invalidated thereby and shall be given full force
and effect so far as possible, and any such prohibition or invalidity in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


 


(i)                                     References
to Lender and Guarantor.  Each
reference herein to Lender shall be deemed to include its successors and
assigns, and each reference to Guarantor and any pronouns referring thereto as
used herein shall be construed in the masculine, feminine, neuter, singular, or
plural as the context may require and shall be deemed to include the heirs,
executors, administrators, legal representatives, successors and assigns of
Guarantor, all of whom shall be bound by the provisions hereof.


 


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IN
WITNESS WHEREOF, each Guarantor has executed and delivered this Guaranty as of
the 9th day of December, 2005.


 


WITNESS:


 


	
  /s/: Steven B. Rash

  	
   

  	
  /s/: Ira L. Goldknopf

  	
   

  
	
   

  	
   

  	
  Ira Goldknopf

  



 


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