DiaSys Corporation - Exhibit 10.10


 Exhibit 10.10

PERSONAL GUARANTY AGREEMENT 

  (Witchel)



                
This PERSONAL GUARANTY AGREEMENT (this "Agreement"), is made and entered
into as of the 13th day of August 2004, by GREGORY WITCHEL, an individual,
(the "Guarantor"), in favor of MORRIS SILVERMAN, an individual (the "Lender").




RECITALS



                
The Lender is the Chairman of the Board of Directors of DiaSys Corporation, a
Delaware corporation (the "Borrower"), and the Guarantor is an officer/and or
director of the Borrower. 



                
The Borrower has entered into a Settlement and General Release Agreement with
Todd M. DeMatteo pursuant to which the Borrower is obliged to make certain payments
on or before August 16, 2004 and certain additional payments on or before September
16, 2004 (the "Settlement Payments"). The Borrower will suffer severe adverse
effects if it does not make the Settlement Payments at the times required. 



                
The Borrower does not have funds to make such Settlement Payments and is in urgent
need of additional working capital. 



                
The Borrower has used its best efforts to borrow necessary funds from a commercial
lending institution but has been unable to do so because it lacks the cash flow
and tangible assets necessary to support such borrowing. 



                
As an accommodation to the Borrower and to enable it to avoid default under the
terms of the DeMatteo settlement, the Lender is willing to make a personal loan
or loans to the Borrower in the amount of up to $600,000 (collectively, the "Loan"),
but only on the condition, among others, that the Guarantor execute and deliver
this Guaranty Agreement. 



                
The Loan is made pursuant to a Loan and Security Agreement between the Lender
and the Borrower being executed and delivered concurrently herewith (the "Loan
Agreement"). All terms used herein and not defined herein shall have the meanings
ascribed to them in the Loan Agreement. 



                
This Personal Guaranty Agreement is delivered pursuant to an Indemnification and
Mutual Contribution Agreement among the Lender, the Borrower, the Guarantor and
certain other officers and/or directors of the Borrower. 



AGREEMENT



                
NOW THEREFORE, in consideration of the foregoing premises, and for other good
and 






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 valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Guarantor hereby agrees with Lender as follows: 



                
1. Guarantor hereby unconditionally and irrevocably guarantees directly to Lender
the due and punctual payment of the principal of, and all interest and other amounts
accruing under, the Note, and all of Borrower's obligations and indebtedness at
any time owing thereunder, under the Loan Agreement and under any other document
or agreement executed or entered into by Borrower in connection with the Loans
(hereinafter collectively referred to as the "Indebtedness"), when the same shall
become due and payable, whether at maturity, by acceleration or otherwise, including
any portion of the Indebtedness nominally held by Lender on behalf of others who
have participations or interests therein granted or created by Lender, whether
direct or contingent, due or to become due, now existing or hereafter arising,
and whether created directly or acquired by assignment or otherwise by Lender,
all subject to the limitation hereinafter set forth. 



                
2. Guarantor does hereby waive: notice of acceptance hereof; notice of the extension
of credit from time to time by Lender to Borrower and the creation, existence
or acquisition of any Indebtedness hereby guaranteed, including, without limitation,
notice of advances of loan amounts; notice of the amount of Indebtedness or any
other indebtedness of Borrower to Lender from time to time, subject, however,
to Guarantor's right to make inquiry of Lender to ascertain the amount of Indebtedness
at any reasonable time; notice of adverse change in Borrower's financial condition
or of any other fact which might increase Guarantor's risk; notice of presentment
for payment, demand, protest and notice thereof as to any instrument; notice of
default; and all other notices and demands to which Guarantor might otherwise
be entitled. Guarantor further waives the right to a jury trial in any action
hereunder and rights by statute or otherwise to require Lender to institute suit
against Borrower or any other guarantor of the obligations guaranteed hereby or
to exhaust its rights and remedies against Borrower or any other such guarantor,
Guarantor being bound to the payment of all Indebtedness hereby guaranteed as
fully as if such Indebtedness were directly owing to Lender by Guarantor. Guarantor
further waives any defense arising by reason of any disability or other defense
of Borrower or by reason of the cessation from any cause whatsoever of the liability
of Borrower. Until all of the Indebtedness shall have been paid in full, Guarantor
shall have no right of subrogation, reimbursement or indemnity whatsoever and
no right of recourse to or with respect to any assets or property of Borrower
or to any collateral for the Indebtedness. Nothing shall discharge or satisfy
the liability of Guarantor hereunder except the full payment of the Indebtedness.
All of the Indebtedness shall, at the option of Lender, forthwith become due and
payable if there shall be filed against Borrower or Guarantor a petition in bankruptcy
or for insolvency proceedings or for reorganization or arrangement or for appointment
of a receiver or trustee, if Borrower or Guarantor makes an assignment for the
benefit of creditors, or if an Event of Default shall exist under (and as defined
in) the Loan Agreement. 



                
3. Guarantor consents and agrees that, without notice to Guarantor and without









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affecting or impairing the obligations of Guarantor hereunder,
Lender may, by action or inaction: compromise, settle, extend the time for payment
of the Indebtedness with Borrower or any party liable therefor; release Borrower
or any party from its liability for the Indebtedness; release all or any part
of the security for the Indebtedness; modify any instruments or agreements relating
to the Indebtedness (except this Agreement); extend the time for making any deposit
or granting a security interest in property securing the Indebtedness; or refuse
or fail to enforce its rights under any agreement or instrument evidencing or
securing the Indebtedness. 



                
4. Guarantor consents and agrees that Lender shall be under no obligation to marshal
any assets in favor of Guarantor, or against or in payment of any or all of the
Indebtedness. Guarantor agrees to pay all expenses incurred by Lender in connection
with the protection, assertion or enforcement of its rights under this Agreement,
including, without limitation, court costs, collection charges and attorneys'
fees and disbursements. Guarantor further agrees that to the extent Borrower makes
a payment or payments to Lender, which payment or payments or any part thereof
are subsequently invalidated, declared to be fraudulent or preferential, set aside
or required, for any of the foregoing reasons or for any other reason, to be repaid
or paid over to a trustee, receiver or any other party under any bankruptcy act,
state or federal law, common law or rule of equity, then, to the extent of such
payment or repayment, the Indebtedness or part thereof intended to be satisfied
shall be revived and continued in full force and effect as if said payment had
not been made and Guarantor shall be primarily liable for such obligation. 



                
5. Guarantor agrees that the liability of Guarantor under this Agreement shall
be immediate and shall not be contingent upon the exercise or enforcement by Lender
of whatever remedies it may have against Borrower, any other guarantor or others,
or the enforcement of any lien or realization upon any security Lender may at
any time possess. 



                
6. Guarantor represents, warrants and covenants to Lender as an inducement to
Lender to grant credit to Borrower as follows: as of the date of this Agreement,
the financial statements of Guarantor, if any, furnished Lender are true and correct
and include in the footnotes thereto all contingent liabilities of Guarantor;
since the date of said financial statements, there has been no material adverse
change in the financial condition of Guarantor; Guarantor shall immediately give
Lender written notice of any material adverse change in Guarantor's financial
condition, including but not limited to litigation commenced, tax liens filed,
defaults claimed under Guarantor's indebtedness for borrowed money or bankruptcy
proceedings commenced with respect to Guarantor by Guarantor or any third party;
Guarantor shall at such reasonable times as Lender requests furnish its current
financial statements to Lender and permit Lender or its representatives to inspect
his financial records and properties and make extracts therefrom in order to evaluate
the financial condition of Guarantor. 



                
7. This guaranty is a primary and original obligation of Guarantor and is an absolute,
unconditional, continuing and irrevocable guaranty of payment and performance
and shall remain in full force and effect without respect to future changes in
conditions, including change of law or any invalidity or irregularity with respect
to the issuance of any obligations of Borrower to Lender or with respect to the
execution and delivery of any agreement between Borrower and Lender. 






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 This guaranty is in addition to, and not in substitution for or
in reduction of, any other guaranty by Guarantor or any other guarantor in favor
of Lender. 



                
8. Lender shall have the right to seek recourse against Guarantor to the full
extent provided for herein and in any other document or instrument evidencing
obligations of Guarantor to Lender, and against Borrower to the full extent provided
for in the instruments and agreements evidencing or securing the Indebtedness,
which right shall be absolute and shall not in any way be impaired, deferred or
otherwise diminished by reason of any inability of Lender to claim any amount
of interest, fees, costs, or charges from Borrower pursuant to ' 506(b) of the
United States Bankruptcy Code, as amended (11 U.S.C. ' 506(b)). No election to
proceed in one form of action or proceeding, or against any party, or on any obligation,
shall constitute a waiver of Lender's right to proceed in any other form of action
or proceeding or against other parties unless Lender has expressly waived such
right in writing. Specifically, but without limiting the generality of the foregoing,
no action or proceeding by Lender against Borrower, any other guarantor of the
obligations guaranteed hereby or any other party, under any document or instrument
evidencing or securing the Indebtedness of Borrower to Lender shall serve to diminish
the liability of Guarantor except to the extent Lender fully and unconditionally
realizes payment of the Indebtedness by such action or proceeding, notwithstanding
the effect of any such action or proceeding upon Guarantor's right of subrogation
or contribution against Borrower or any other party. Guarantor is fully aware
of the financial condition of Borrower. Guarantor delivers this guaranty based
solely upon Guarantor's own independent investigation and in no part upon any
representation or statement of Lender with respect thereto. Guarantor is in a
position to and hereby assumes full responsibility for obtaining any additional
information concerning Borrower's financial condition as Guarantor may deem material
to his obligations hereunder and Guarantor is not relying upon, nor expecting
Lender to furnish Guarantor any information in Lender's possession concerning
Borrower's financial condition. By acceptance hereof, Lender and Guarantor agree
that Guarantor hereby knowingly accepts the full range of risk encompassed within
a contract of "continuing guaranty", which risk includes, without limitation,
the possibility that Borrower will contract additional indebtedness for which
Guarantor will be liable hereunder after Borrower's financial condition or ability
to pay its lawful debts when they fall due has deteriorated. 



                
9. Guarantor agrees that all the rights, benefits and privileges herein and hereby
conferred upon Lender shall vest in, and be enforceable by Lender, its successors
and assigns. Guarantor agrees that this Agreement shall bind Guarantor's heirs,
executors, administrators, personal representatives, successors and assigns. 



                
10. This Agreement, all acts and transactions hereunder and the rights and obligations
of the parties hereto shall be governed by, and construed and enforced in accordance
with, the laws of the State of Connecticut. Notwithstanding the foregoing, as
part of the consideration for Lender's granting or continuing outstanding credit
to Borrower, Guarantor hereby agrees that all actions or proceedings arising directly
or indirectly hereunder may, at the option of Lender, be 




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litigated in courts having situs within the State of Illinois,
and Guarantor hereby expressly consents to the jurisdiction of any local, state
or federal court located within the State of Illinois, and consents that any service
of process in such action or proceeding may be made by personal service upon Guarantor
wherever Guarantor may be then located, or by certified or registered mail directed
to Guarantor at Guarantor's last known personal address which, until written notice
to the contrary is received by Lender, shall be deemed to be the address for Guarantor
set forth above. 



                
11. GUARANTOR ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS AGREEMENT IS A PART
IS A COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED UNDER CONNECTICUT GENERAL
STATUTES SECTIONS 52-278a TO 52-278n, INCLUSIVE, OR BY OTHER APPLICABLE LAW HEREBY
WAIVES HIS RIGHT TO NOTICE AND HEARING WITH RESPECT TO ANY PREJUDGMENT REMEDY
WHICH Lender MAY DESIRE TO USE. 



                
13. This Agreement is for the exclusive benefit of the Lender, its heirs, successors
and assigns, and may not be enforced by any other person. 



                
14. Anything in this Agreement to the contrary notwithstanding, the obligations
of the Guarantor hereunder shall be limited to an amount equal to the sum of (i)
Fifty Thousand Dollars ($50,000), (ii) accrued interest on such amount under the
terms of the Note, and (iii) Eight and One-Third Percent (8.33%) of all additional
costs and expenses payable by the Borrower under the Note or the Loan Agreement.




                
IN WITNESS WHEREOF, Guarantor has hereunto subscribed his or her name as
of the date first written above. 




	
       

    	S/ GREGORY WITCHEL 

      Gregory Witchel 
	
       

    	 
	
       

    	 


 






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