EX-10.2






Exhibit 10.2





					
	 	 	 	 	 
	001 - FTCI
	 	Fifth Third Bank	 	 
	 





Continuing Guaranty Agreement




     THIS
CONTINUING GUARANTY AGREEMENT (the “Guaranty”) made as of January 6, 2009 by and between
Streamline Health Solutions, Inc., a Delaware corporation located at 10200 Alliance Road,
Cincinnati, Hamilton County, Ohio 45242 (the “Guarantor”) and Fifth Third Bank, an Ohio banking
corporation located at 38 Fountain Square Plaza, Cincinnati, Hamilton County, Ohio 45263 for
itself and as agent for any affiliate of Fifth Third Bancorp (“Beneficiary”).



W I T N E S S E T H:




     WHEREAS, Beneficiary has agreed to extend credit and financial accommodations to Streamline
Health, Inc., an Ohio corporation (“Borrower”), pursuant to the Term Note, dated July 30, 2004,
executed by Borrower and made payable to the order of Beneficiary and the Revolving Note, dated
December 26, 2008, executed by Borrower and made payable to the order of Beneficiary (collectively,
the “Notes”), and all agreements, instruments and documents executed or delivered in connection
with any of the foregoing or otherwise related thereto (together with any amendments,
modifications, or restatements thereof, the “Loan Documents”); and



     WHEREAS, Guarantor is affiliated with Borrower and, as such, shall be benefited directly by
the transaction contemplated by the Loan Documents, and shall execute this Guaranty in order to
induce Beneficiary to enter into such transaction.



     NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable
consideration, Guarantor hereby guarantees, promises and undertakes as follows:



     1. GUARANTY.




     (a) Guarantor hereby unconditionally, absolutely and irrevocably guarantees to
Beneficiary the full
and prompt payment and performance when due (whether at maturity by acceleration or
otherwise) of any and all
loans, advances, indebtedness and each and every other obligation or liability of
Borrower owed to Beneficiary
and any affiliate of Fifth Third Bancorp, however created, of every kind and
description, whether now existing or
hereafter arising and whether direct or indirect, primary or as guarantor or surety,
absolute or contingent, due or to
become due, liquidated or unliquidated, matured or unmatured, participated in whole or
in part, created by trust
agreement, lease, overdraft, agreement, or otherwise, whether or not secured by
additional collateral, whether
originated with Beneficiary or owed to others and acquired by Beneficiary by purchase,
assignment or otherwise,
and including, without limitation, all loans, advances, indebtedness and each and every
other obligation or liability
arising under the Loan Documents, letters of credit now or hereafter issued by
Beneficiary or any affiliate of Fifth
Third Bancorp for the benefit of or at the request of Borrower, all obligations to
perform or forbear from performing
acts, any and all Rate Management Obligations (as defined in the Loan Documents), and
all agreements,
instruments and documents evidencing, guarantying, securing or otherwise executed in
connection with any of the
foregoing, together with any amendments, modifications, and restatements thereof, and
all expenses and
attorneys’ fees incurred or other sums disbursed by Beneficiary or any affiliate of
Fifth Third Bancorp under this
Guaranty or any other document, instrument or agreement related to any of the foregoing
(collectively, the
“Obligations”).




     (b) This Guaranty is a continuing guaranty of payment, and not merely of collection,
that shall
remain in full force and effect until expressly terminated in writing by Beneficiary,
notwithstanding the fact that no
Obligations may be outstanding from time to time. Such termination by Beneficiary shall
be applicable only to
transactions having their inception after the effective date thereof, and shall not
affect the enforceability of this
Guaranty with regard to any Obligations arising out of transactions having their
inception prior to such effective
date, even if such Obligations shall have been modified, renewed, compromised,
extended, otherwise amended or
performed by Beneficiary subsequent to such termination. In the absence of any
termination of this Guaranty as
provided above, Guarantor agrees that Guarantor’s obligations hereunder shall not be
deemed discharged or
satisfied until the Obligations are fully paid and performed, and no such payments or
performance with regard to





					
	 	 	 	 	 
	CONT-GUAR © Fifth Third Bancorp 2001M (7/08)
	 	 
	 	 






 









 






the
Obligations is subject to any right on the part or any person whomsoever, including but
 not limited to any trustee in bankruptcy, to recover any of such payments. If any such payments are so set
aside or settled without litigation, all of which is within Beneficiary’s discretion,
Guarantor shall be liable for the full amount Beneficiary is required to repay, plus costs,
interest, reasonable attorneys’ fees and any and all expenses that Beneficiary paid or
incurred in connection therewith. A successor of Borrower, including Borrower in its
capacity as debtor in a bankruptcy reorganization case, shall not be considered to be a
different person than Borrower; and this Guaranty shall apply to all Obligations incurred by
such successor.




     (c) Guarantor agrees that Guarantor is directly and primarily liable to Beneficiary and
that the
Obligations hereunder are independent of the Obligations of Borrower, or of any other
guarantor. The liability of
Guarantor hereunder shall survive discharge or compromise of any Obligation of Borrower
in bankruptcy or
otherwise. Beneficiary shall not be required to prosecute or seek to enforce any
remedies against Borrower or
any other party liable to Beneficiary on account of the Obligations, or to seek to
enforce or resort to any remedies
with respect to any collateral granted to Beneficiary by Borrower or
any other party on
account of the Obligations,
as a condition to payment or performance by Guarantor under this Guaranty.




     (d) Beneficiary may, without notice or demand and without affecting its rights
hereunder, from time
to time: (i) renew, extend, accelerate or otherwise change the amount of, the time for
payment of, or other terms
relating to, any or all of the Obligations, or otherwise modify, amend or change the
terms of the Loan Documents
or any other document or instrument evidencing, securing or otherwise relating to the
Obligations, (ii) take and
hold collateral for the payment of the Obligations guaranteed hereby, and exchange,
enforce, waive, and release
any such collateral, and apply such collateral and direct the order or manner of sale
thereof as Beneficiary in its
discretion may determine. Accordingly, Guarantor hereby waives notice of any and all of
the foregoing.




     (e) Guarantor hereby waives all defenses, counterclaims and off-sets of any kind or
nature, whether
legal or equitable, that may arise: (i) directly or indirectly from the present or
future lack of validity, binding effect
or enforceability of the Loan Documents or any other document or instrument evidencing,
securing or otherwise
relating to the Obligations, (ii) from Beneficiary’s impairment of any collateral,
including the failure to record or
perfect the Beneficiary’s interest in the collateral, or
(iii) by reason of any claim or
defense based upon an election
of remedies by Beneficiary in the event such election may, in any manner, impair,
affect, reduce, release, destroy
or extinguish any right of contribution or reimbursement of Guarantor, or any other
rights of the Guarantor to
proceed against any other guarantor, or against any other person or any collateral.




     (f) Guarantor hereby waives all presentments, demands for performance or payment,
notices of
nonperformance, protests, notices of protest, notices of dishonor, notices of default or
nonpayment, notice of
acceptance of this Guaranty, and notices of the existence, creation, or incurring of new
or additional Obligations,
and all other notices or formalities to which Guarantor may be entitled, and Guarantor
hereby waives all suretyship
defenses, including but not limited to all defenses set forth in the Uniform Commercial
Code, as revised from time
to time (the “UCC”) to the full extent such a waiver is permitted thereby.




     (g) Guarantor hereby irrevocably waives all legal and equitable rights to recover from
Borrower any
sums paid by the Guarantor under the terms of this Guaranty, including without
limitation all rights of subrogation
and all other rights that would result in Guarantor being deemed a creditor of Borrower
under the federal
Bankruptcy Code or any other law, and Guarantor hereby waives any right to assert in any
manner against
Beneficiary any claim, defense, counterclaim and offset of any kind or nature, whether
legal or equitable, that
Guarantor may now or at any time hereafter have against Borrower or any other party
liable to Beneficiary.



     2. REPRESENTATIONS, WARRANTIES AND COVENANTS. Guarantor hereby represents, warrants
and
covenants as follows:




     (a) Guarantor is duly organized, validly existing and in good standing under the laws
of the state of its incorporation, has the power and authority to carry on its business and
to enter into and perform this Guaranty and is qualified and licensed to do business in
each jurisdiction in which such qualification or licensing is required.




					
	 	 	 	 	 
	CONT-GUAR © Fifth Third Bancorp 2001M (7/08)
	 	- 2 -
	 	 






 









 






     (b) The execution, delivery and performance by Guarantor of this Guaranty have been
duly authorized by all necessary corporate action, and shall not violate any provision of law or
regulation applicable to Guarantor, or the articles of incorporation, regulations or bylaws
of Guarantor, or any writ or decree of any court or governmental instrumentality, or any
instrument or agreement to which Guarantor is a party or by which Guarantor may be bound;
this Guaranty is a legal, valid and binding obligation of said Guarantor, enforceable in
accordance with its terms; and there is no action or proceeding before any court or
governmental body agency now pending that may materially adversely affect the condition
(financial or otherwise) of Guarantor.



     3. AFFIRMATIVE COVENANTS. Guarantor covenants with, and represents and warrants
to, Beneficiary
that, from and after the execution date of the Loan Documents until the Obligations are paid and
satisfied in full:




     (a) Financial
Statements. Guarantor shall maintain a standard and modern
system for accounting and shall furnish to Beneficiary:




     (i) Within 30 days after the end of each month, a copy of Guarantor’s
internally prepared consolidated financial statements for that month and for the
year to date in a form reasonably acceptable to Beneficiary, prepared and certified
as complete and correct, subject to changes resulting from year-end adjustments, by
the principal financial officer of Guarantor;




     (ii) Within 45 days after the end of each quarter, a copy of Guarantor’s
financial statements for that quarter and for the year to date and certified as
complete and correct, subject to changes resulting from year-end adjustments, by the
principal financial officer of Guarantor;




     (iii) Within 120 days after the end of each fiscal year, a copy of Guarantor’s
financial statements audited by a firm of independent certified public accountants
acceptable to Beneficiary (which acceptance shall not be unreasonably withheld) and
accompanied by an audit opinion of such accountants without qualification;




     (iv) With the statements submitted above, a certificate signed by the
Guarantor, (i) stating that no Event of Default specified herein, nor any event
which upon notice or lapse of time, or both would constitute such an Event of
Default, has occurred, or if any such condition or event existed or exists,
specifying it and describing what action Guarantor has taken or proposes to take
with respect thereto, and (ii) setting forth, in summary form, figures showing the
financial status of Guarantor in respect of the financial restrictions contained
herein;




     (v) Immediately upon any officer of Guarantor obtaining knowledge of any
condition or event which constitutes or, after notice or lapse of time or both,
would constitute an Event of Default, a certificate of such person specifying the
nature and period of the existence thereof, and what action Guarantor has taken or
is taking or proposes to take in respect thereof;




All of the statements referred to in (i),
(ii) and (iii) above shall be in conformance with
generally accepted accounting principles and give representatives of Beneficiary access
thereto at all reasonable times, including permission to examine, copy and make abstracts
from any such books and records and such other information which might be helpful to
Beneficiary in evaluating the status of the loans as it may reasonably request from time
to time.




With all financial statements delivered to
Beneficiary as provided in (i), (ii) and (iii)
above, Guarantor shall deliver to Beneficiary a Financial Statement Compliance Certificate
in addition to the other information set forth therein, which certifies the Guarantor’s
compliance with the financial covenants set forth herein and that no Event of Default has
occurred.




If at any time Guarantor has any additional subsidiaries which have financial statements
that could be consolidated with those of Guarantor under generally accepted accounting
principles, the financial statements required by subsections (i), (ii) and (iii) above
shall be the financial statements of Guarantor and all such subsidiaries prepared on a
consolidated and consolidating basis.




					
	 	 	 	 	 
	CONT-GUAR ©  Fifth Third Bancorp 2001M (7/08)
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     4. NEGATIVE
COVENANTS. Guarantor covenants with, and represents and warrants
to, Beneficiary that,
from and after the execution date hereof until the Obligations are paid and satisfied in full:




     (a) Capital Stock and Distribution. Guarantor shall not (a) declare or pay
any dividend or distributions (except stock dividends) on its capital stock, (b) make
any payments of any kind to its shareholders (including, without limitation, debt
repayments, payments for goods or services or otherwise, but excluding ordinary salary
payments to shareholders employed by Guarantor) or (c) redeem any shares of its capital
stock in any fiscal year. Notwithstanding the foregoing, if Guarantor elects to be
taxed as an “S” corporation for federal income tax purposes, distributions to
Guarantor’s shareholders shall be permitted in amounts necessary to cover federal and
state income tax liabilities payable solely as a result of income of Guarantor being
included in such shareholders’ tax returns which distributions shall be in amounts
necessary to pay such shareholders’ tax obligations based upon such income derived from
Guarantor; such distributions may be made only so long as no Event of Default has
occurred prior to such distributions or shall occur as a result of such distribution.



     5. FINANCIAL COVENANTS. Guarantor and Beneficiary hereby agrees as follows:




     (a) Minimum Tangible Net Worth. Guarantor shall not permit its
Tangible Net Worth, on a
consolidated basis, to be less than the following at the end of any quarter during
any of the periods set forth
below:



	 	 	 
	                    Period	 	Min. Amount
	10/31/2008 through 01/30/2009
	 	$1,000,000.00
	01/31/2009 through 04/29/2009
	 	$1,500,000.00
	04/30/2009 through 07/30/2009
	 	$1,750,000.00
	07/31/2009 through 10/30/2009
	 	$2,000,000.00
	10/31/2009
through 01/30/2010
	 	$2,250,000.00
	01/31/2010 and thereafter
	 	$2,500,000.00







     (b) Fixed Charge Coverage Ratio. Guarantor shall not permit its Fixed
Charge Coverage Ratio,
on a consolidated basis, to be less than the following at the end of any quarter
during any of the following periods
as measured on a rolling twelve month basis.




	 	 	 
	Period	 	Min. Ratio
	10/31/2008 and thereafter
	 	1.10 to 1.0







     (c)
Funded Indebtedness to EBITDA. Guarantor shall not permit its
Funded Indebtedness to
EBITDA, on a consolidated basis, to be greater than the following at the end of
any quarter during any of the
following periods as measured on a trailing twelve month basis.



	 	 	 
	Period	 	Max. Ratio
	10/31/2008 and thereafter
	 	2.0 to 1.0






     6. DEFINITIONS. Certain capitalized terms have the meanings set forth on any
exhibit hereto, in the
Security Agreement, if applicable, or any other Loan Document. All financial terms used
herein but not defined on the
exhibits, in the Security Agreement, if applicable, or any other Loan Document have the
meanings given to them by
generally accepted accounting principles. All other undefined terms have the meanings
given to them in the Uniform
Commercial Code as adopted in the state whose law governs this instrument. The following
definitions are used herein:




     (a) “EBITDA” means on a consolidated basis, the amount of Guarantor’s earnings
before interest,
taxes, depreciation and amortization expense for the measurement period.




     (b) “Fixed Charge Coverage Ratio” means the ratio of (a) Guarantor’s EBITDA plus
rent and
operating lease payments, less distributions, dividends and capital expenditures
(other than capital expenditures
financed with the proceeds of purchase money Indebtedness or capital leases to the
extent permitted hereunder)





					
	 	 	 	 	 
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and other extraordinary items for the twelve month period then ending to (b) the consolidated sum
of (i) Guarantor’s interest expense, and (ii) all principal payments with respect to Indebtedness
that were paid or were due and payable by all consolidated entities during the period plus rent and
operating lease expense incurred and all cash taxes paid in the same such period.




     (c) “Funded Indebtedness” means all Indebtedness (i) in respect of money borrowed or (ii)
evidenced by a note, debenture (senior or subordinated) or other like written obligation to
pay money, or (iii) in
respect of rent or hire of property under leases or lease arrangements which under generally
accepted accounting
principles are required to be capitalized, or (iv) in respect of obligations under conditional
sales or other title
retention agreements.




     (d) “Indebtedness” means (i) all items (except items of capital stock, of capital surplus, of
general
contingency reserves or of retained earnings, deferred income taxes, and amount attributable
to minority interest if
any) which in accordance with generally accepted accounting principles would be included in
determining total
liabilities on a consolidated basis (if Guarantor should have a subsidiary) as shown on the
liability side of a
balance sheet as at the date as of which Indebtedness is to be determined, (ii) all
indebtedness secured by any
mortgage, pledge, lien or conditional sale or other title retention agreement to which any
property or asset owned
or held is subject, whether or not the indebtedness secured thereby shall have been assumed
(excluding
non-capitalized leases which may amount to title retention agreements but including
capitalized leases), and (iii)
all indebtedness of others which Guarantor or any subsidiary has directly or indirectly
guaranteed, endorse
(otherwise than for collection or deposit in the ordinary course of business), discounted or
sold with recourse or
agreed (contingently or otherwise) to purchase or repurchase or otherwise acquire, or in
respect of which
Guarantor or any subsidiary has agreed to apply or advance funds (whether by way of loan,
stock purchase,
capital contribution or otherwise) or otherwise to become directly or indirectly liable.




     (e) “Loan Documents” means any and all Rate Management Agreements and each and every
document or agreement executed by any party evidencing, guarantying or securing any of the
Obligations; and
“Loan Document” means any one of the Loan Documents.




     (f) “Subsidiary” means any corporation of which Guarantor directly or indirectly owns or
controls at the time outstanding stock having ordinary circumstances (not depending on the
happening of a contingency) voting power to elect a majority of the board of directors of said
corporation.




     (g) “Tangible Net Worth” shall mean the total of the capital stock (less treasury stock),
paid-in capital surplus, general contingency reserves and retained earnings (deficit) of Guarantor
and any Subsidiary as determined on a consolidated basis in accordance with generally accepted
accounting principles after eliminating all inter-company items and all amounts properly
attributable to minority interests, if any, in the stock and surplus of any Subsidiary, minus the
following items (without duplication of deductions), if any, appearing on the consolidated balance
sheet of Guarantor:




     (i) all deferred charges (less amortization, unamortized debt discount and expense
and corporate organization expenses);




     (ii) the book amount of all assets which would be treated as intangibles under generally
accepted accounting principles, including, without limitation, such items as goodwill,
trademark applications, trade names, service marks, brand names, copyrights, patents,
patent applications and licenses, and rights with respect to the foregoing;




     (iii) the amount by which aggregate inventories or aggregate securities appearing on
the asset side of such consolidated balance sheet exceed the lower of cost or market value
(at the date of such balance sheet) thereof; and




     (iv) any write-up in the book amount of any asset resulting from a revaluation
thereof from the book amount entered upon acquisition of such asset.





					
	 	 	 	 	 
	CONT-GUAR © Fifth Third Bancorp 2001M (7/08)
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     7. EVENTS OF DEFAULT. Any of the following occurrences shall constitute an
“Event of Default” under this Guaranty:




     (a) An Event of Default occurs under the terms of the Loan Documents or any other
document or
instrument evidencing, securing or otherwise relating to the Obligations, as “Event of
Default” shall be defined
therein.




     (b) Guarantor shall fail to observe or perform any covenant, condition, or agreement
under this
Guaranty for a period of thirty (30) days from the date of such breach, or any
representation or warranty of
Guarantor set forth in this Guaranty shall be materially inaccurate or misleading when
made or delivered.




     (c) The dissolution of Guarantor, or of any endorser or other guarantor of the
Obligations, or the
merger or consolidation of any of the foregoing with a third party, or the lease, sale
or other conveyance of a
material part of the assets or business of any of the foregoing to a third party outside
the ordinary course of its
business, or the lease, purchase or other acquisition of a material part of the assets
or business of a third party by
any of the foregoing.




     (d) The default by Guarantor under the terms of any indebtedness of Guarantor now or
hereafter
existing, which default has not been cured within any time period permitted pursuant to
the terms and conditions of
such indebtedness or the occurrence of an event which gives any creditor the right to
accelerate the maturity of
any such indebtedness.




     (e) The commencement by Guarantor of a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect; or the entry of a decree or
order for relief in respect of
Guarantor in a case under any such law or appointing a receiver, liquidator, assignee,
custodian, trustee,
sequestrator (or other similar official) of Guarantor or for any substantial part of
Guarantor’s property, or ordering
the wind-up or liquidation of Guarantor’s affairs; or the filing and pendency for 30
days without dismissal of a
petition initiating an involuntary case under any such bankruptcy, insolvency or similar
law; or the making by
Guarantor of any general assignment for the benefit of creditors; or the failure of
Guarantor generally to pay
Guarantor’s debts as such debts become due; or the taking of action by Guarantor in
furtherance of any of the
foregoing.




     (f) The revocation or attempted revocation of this Guaranty by Guarantor before the
termination of
this Guaranty in accordance with its terms, or the assignment or attempted assignment
of this Guaranty by
Guarantor.



     8. REMEDIES.




     (a) Whenever
any Event of Default as defined herein shall have happened, Beneficiary, in
its sole
discretion, may take any remedial action permitted by law or in equity or by the Loan
Documents or any other
document or instrument evidencing, securing or otherwise relating to the Obligations,
including demanding
payment in full of all sums guaranteed hereby, plus any accrued interest or other
expenses.




     (b) If Beneficiary should employ attorneys or incur other expenses for the enforcement
of this
Guaranty, Guarantor, on demand therefore, shall reimburse the reasonable fees of such
attomeys and such other
expenses to the extent permitted by law.




     (c) No remedy set forth herein is exclusive of any other available remedy or remedies,
but each is
cumulative and in addition to every other remedy given under this Guaranty or now or
hereafter existing at law or
in equity or by statute. No delay or omission on the part of Beneficiary to exercise any
right or remedy shall be
construed to be a waiver thereof, but any such right or remedy may be exercised from
time to time and as often as
may be deemed expedient thereby, and a waiver on any one occasion shall be limited to
that particular occasion.



     9. FINANCIAL CONDITION OF BORROWER. Guarantor is presently informed of the financial
condition of
Borrower and of all other circumstances that a diligent inquiry would reveal and which would
bear upon the risk of





					
	 	 	 	 	 
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nonpayment of any of the Obligations. Guarantor hereby covenants that Guarantor shall continue to
keep informed of such matters, and hereby waives Guarantor’s right, if any, to require Beneficiary
to disclose any present or future information concerning such matters including, but not limited
to, the release of or revocation by any other guarantor.




     10. SUBORDINATION. All indebtedness and liability now or hereafter owing by Borrower
to Guarantor is
hereby postponed and subordinated to the Obligations owing to Beneficiary; and such
indebtedness and liability to
Guarantor, if Beneficiary so requests, shall be collected, enforced and received by Guarantor
as trustee for Beneficiary and
be paid over to Beneficiary on account of the Obligations.



     11. NOTICES. Any notices under or pursuant to this Guaranty shall be deemed duly sent
when delivered in
hand or when mailed by registered or certified mail, return receipt requested, addressed as
follows:



	 	 	 
	To Guarantor:

	 	Streamline Health Solutions, Inc.
	 

	 	10200 Alliance Road
	 

	 	Cincinnati, Ohio 45242
	 

	 	Hamilton County, Ohio
	 
	 	 
	To Beneficiary:

	 	Fifth Third Bank
	 

	 	38 Fountain Square Plaza
	 

	 	Cincinnati, Ohio 45263
	 

	 	Hamilton County, Ohio






     Either party may change such address by sending notice of the change to the
other party.



     12. MISCELLANEOUS.




     (a) This Guaranty may be executed by the parties hereto in separate counterparts, each
of which
when so executed and delivered shall be an original, but all such counterparts shall
together constitute but one
and the same instrument.




     (b) This Guaranty is the complete agreement of the parties hereto and supersedes all
previous
understandings and agreements relating to the subject matter hereof. Neither this
Guaranty nor any of the terms
hereof may be terminated, amended, supplemented, waived or modified orally, but only by
an instrument in writing
signed by the party against whom enforcement of the termination, amendment, supplement,
waiver or modification
is sought.




     (c) As the context herein requires, the singular shall include the plural and one gender
shall include
one or both other genders.




     (d) This Guaranty shall inure to the benefit of Beneficiary’s successors and assigns and
shall be
binding upon the heirs, executors, administrators and successors of Guarantor. This
Guaranty is not assignable
by Guarantor.




     (e) If any provision of this Guaranty or the application thereof to any person or
circumstance is held
invalid, the remainder of this Guaranty and the application thereof to other persons or
circumstances shall not be
affected thereby.




     (f) If from any cause or circumstances whatsoever, fulfillment of any provisions of this
Guaranty at
the time performance of such provision shall be due involves transcending the limit of
validity presently prescribed
by any applicable usury statute or any other applicable law, with regard to obligations
of like character and
amount, then ipso facto the obligation to be fulfilled shall be reduced to the limit of
such validity. The provisions of
this paragraph shall control every other provision of this Guaranty.






					
	 	 	 	 	 
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     (g) This Guaranty is assignable by Beneficiary, and any assignment hereof or
any transfer or
assignment of the Loan Documents or portions thereof by Beneficiary shall operate to vest in any such assignee
all rights and powers herein conferred upon and granted to Beneficiary.




     (h) This Guaranty shall be governed by and construed in accordance with
the law of the State of Ohio. Guarantor agrees that the state and federal
courts for the County in which the Beneficiary is located or any other court in
which Beneficiary initiates proceedings have exclusive jurisdiction over all
matters arising out of this Guaranty.




     (i) GUARANTOR AND BENEFICIARY HEREBY WAIVE THE RIGHT TO TRIAL BY JURY OF ANY
MATTERS ARISING IN CONNECTION WITH THIS GUARANTY OR THE TRANSACTIONS
RELATED THERETO.



     13. CONFESSION OF JUDGMENT. Guarantor authorizes any attorney of record to
appear for it in any court of record in the State of Ohio, after an Obligation becomes
due and payable whether by its terms or upon default, waive the issuance and service of
process, and release all errors, and confess a judgment against it in favor of the
holder of such Obligation, for the principal amount of such Obligation plus interest
thereon, together with court costs and attorneys’ fees. Stay of execution and all
exemptions are hereby waived. If an Obligation is referred to an attorney for
collection, and the payment is obtained without the entry of a judgment, the obligors
shall pay to the holder of such obligation its attorneys’ fees. GUARANTOR AGREES THAT
AN ATTORNEY WHO IS COUNSEL TO BENEFICIARY OR ANY OTHER HOLDER OF SUCH OBLIGATION MAY
ALSO ACT AS ATTORNEY OF RECORD FOR GUARANTOR WHEN TAKING THE ACTIONS DESCRIBED ABOVE IN
THIS PARAGRAPH. GUARANTOR AGREES THAT ANY ATTORNEY TAKING SUCH ACTIONS MAY BE PAID FOR
THOSE SERVICES BY BENEFICIARY OR THE HOLDER OF SUCH OBLIGATION. GUARANTOR WAIVES ANY
CONFLICT OF INTEREST THAT MAY BE CREATED BECAUSE THE ATTORNEY WHO ACTS FOR GUARANTOR
PURSUANT TO THIS PARAGRAPH IS ALSO REPRESENTING BENEFICIARY OR THE HOLDER OF SUCH
OBLIGATION, OR BECAUSE SUCH ATTORNEY IS BEING PAID BY BENEFICIARY OR THE HOLDER OF SUCH
OBLIGATION.



     IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be executed as of the date first
above written.


WARNING — BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU
DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR
KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY
CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS,
FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.




	 	 	 	 	 	 	 	 	 	 	 
	BENEFICIARY:	 	 	 	GUARANTOR:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Fifth Third Bank, an Ohio banking corporation	 	 	 	Streamline Health Solutions, Inc.,
a Delaware corporation
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	/s/ Daniel G. Feldmann
 

	 	 
	 	By:
	 	/s/ Donald E. Vick, Jr.
 

	 	 
	(Signature)	 	 	 	(Authorized Signer)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Daniel G. Feldmann, AVP	 	 	 	Donald E.Vick Jr., CFO	 	 
	 	 	 
	 	 	 	 	 	 	 
	(Print Name and Title)

	 	 	 	(Print Name and Title)
	 	 







					
	 	 	 	 	 
	CONT-GUAR ©  Fifth Third Bancorp 2001M (7/08)
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