Unassociated Document


    PERSONAL
      GUARANTY
      

    


    1. Identification.

    


    This
      Guaranty (the "Guaranty"), dated as of November 16, 2007, is entered into by
      Ofer Arbib (“Guarantor”), for the benefit of Jonathan Ilan Ofir
      (“Ofir").

    


    2. Recitals.

    


    2.1 Guarantor
      is the principal and a shareholder of TSSS, Inc., a Delaware corporation (the
      “Company”). 

    


    2.2 The
      Company owes Ofir $846,830.89 pursuant to the Promissory Note dated the date
      hereof (the “Note”).

    


    2.3 In
      consideration for the Note made by the Company, as security for the performance
      by the Company of its obligations under the Note and as security for the
      repayment of the loan provided for therein and all other sums due from the
      Company to Ofir arising under the Note, the Assignment and Indemnification
      Agreement dated the date hereof between the Company and Ofir, the Purchase
      Agreement dated the date hereof among the Company, Ofir and Jonathan Rigbi
      and
      any other agreement between or among them relating to the foregoing
      (collectively, the "Obligations"), Guarantor, for good and valuable
      consideration, receipt of which is acknowledged, has agreed to enter into this
      Guaranty. 

     

    3. Guaranty.

    


    3.1 Guaranty.
      Guarantor hereby unconditionally and irrevocably guarantees, the punctual
      payment, performance and observance when due, whether at stated maturity, by
      acceleration or otherwise, of all of the Obligations now or hereafter existing,
      whether for principal, interest (including, without limitation, all interest
      that accrues after the commencement of any insolvency, bankruptcy or
      reorganization of the Company, whether or not constituting an allowed claim
      in
      such proceeding), fees, commissions, expense reimbursements, liquidated damages,
      indemnifications or otherwise (such obligations, to the extent not paid by
      the
      Company being included in the “Obligations”), and agrees to pay any and all
      costs, fees and expenses (including counsel fees and expenses) incurred by
      Ofir
      in enforcing any rights under the guaranty set forth herein. 

     

    3.2 Guaranty
      Absolute.
      Guarantor guarantees that the Obligations will be paid strictly in accordance
      with the terms of the Note, regardless of any law, regulation or order now
      or
      hereafter in effect in any jurisdiction affecting any of such terms or the
      rights of Ofir with respect thereto. The obligations of Guarantor under this
      Guaranty are independent of the Obligations, and a separate action or actions
      may be brought and prosecuted against Guarantor to enforce such Obligations,
      irrespective of whether any action is brought against the Company or whether
      the
      Company is joined in any such action or actions. The liability of Guarantor
      under this Guaranty constitutes a primary obligation, and not a contract of
      surety, and to the extent permitted by law, shall be irrevocable, absolute
      and
      unconditional irrespective of, and Guarantor hereby irrevocably waives any
      defenses it may now or hereafter have in any way relating to, any or all of
      the
      following:

    


    (a)
      any
      lack of validity or enforceability of the Note or any agreement or instrument
      relating thereto;

    


    (b)
      any
      change in the time, manner or place of payment of, or in any other term of,
      all
      or any of the Obligations, or any other amendment or waiver of or any consent
      to
      departure from the Note; 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (c)
      any
      change, restructuring or termination of the corporate, limited liability company
      or partnership structure or existence of the Company; or

    


    (d)
      any
      other circumstance (including, without limitation, any statute of limitations)
      or any existence of or reliance on any representation by the Company that might
      otherwise constitute a defense available to, or a discharge of, the Company,
      including without limitation, any defense of DCI USA, Inc. to the payments
      due
      to the Company.

    


    This
      Guaranty shall continue to be effective or be reinstated, as the case may be,
      if
      at any time any payment of any of the Obligations is rescinded or must otherwise
      be returned by Ofir or any other entity upon the insolvency, bankruptcy or
      reorganization of the Company or otherwise (and whether as a result of any
      demand, settlement, litigation or otherwise), all as though such payment had
      not
      been made.

     

    3.3 Waiver.
      Guarantor hereby waives promptness, diligence, notice of acceptance and any
      other notice with respect to any of the Obligations and this Guaranty and any
      requirement that Ofir exhaust any right or take any action against the Company
      or any other person or entity. Guarantor acknowledges that he will receive
      direct and indirect benefits from the financing arrangements contemplated herein
      and that the waiver set forth in this Section 3.3 is knowingly made in
      contemplation of such benefits. Guarantor hereby waives any right to revoke
      this
      Guaranty, and acknowledges that this Guaranty is continuing in nature and
      applies to all Obligations, whether existing now or in the future.

     

    3.4
      Continuing
      Guaranty; Assignments.
      This
      Guaranty is a continuing guaranty and shall (a) remain in full force and effect
      until the later of the indefeasible cash payment in full of the Obligations
      and
      all other amounts payable under this Guaranty and the Note, (b) be binding
      upon
      Guarantor, his heirs, representatives, and permitted successors and assigns
      and
      (c) inure to the benefit of and be enforceable by Ofir and his successors,
      pledgees, transferees, representatives, heirs and assigns. Without limiting
      the
      generality of the foregoing clause, Ofir may pledge, assign or otherwise
      transfer all or any portion of his rights and obligations under this Guaranty
      (including, without limitation, all or any portion of its Note owing to it)
      to
      any other person or entity, and such other person and/or entity shall thereupon
      become vested with all the benefits in respect thereof granted Ofir herein
      or
      otherwise.
      

    


    4. Miscellaneous.
      

    


    4.1 Expenses.
      Guarantor shall pay to Ofir, on demand, the amount of any and all expenses,
      including, without limitation, attorneys' fees, legal expenses and brokers'
      fees, which Ofir may incur in connection with exercise or enforcement of any
      the
      rights, remedies or powers of Ofir hereunder or with respect to any or all
      of
      the Obligations.

    


    4.2 Waivers,
      Amendment and Remedies.
      No
      course of dealing by Ofir and no failure by Ofir to exercise, or delay by Ofir
      in exercising, any right, remedy or power hereunder shall operate as a waiver
      thereof, and no single or partial exercise thereof shall preclude any other
      or
      further exercise thereof or the exercise of any other right, remedy or power
      of
      Ofir. No amendment, modification or waiver of any provision of this Guaranty
      and
      no consent to any departure by Guarantor therefrom, shall, in any event, be
      effective unless contained in a writing signed by Ofir, and then such waiver
      or
      consent shall be effective only in the specific instance and for the specific
      purpose for which given. The rights, remedies and powers of Ofir, not only
      hereunder, but also under any instruments and agreements evidencing or securing
      the Obligations and under applicable law are cumulative, and may be exercised
      by
      Ofir from time to time in such order as he may elect.

     

    
      
         

      

      
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    4.3 Notices.
      All
      notices or other communications given or made hereunder shall be in writing
      and
      shall be personally delivered or deemed delivered the first business day after
      being faxed (provided that a copy is delivered by first class mail) to the
      party
      to receive the same at its address set forth below or to such other address
      as
      either party shall hereafter give to the other by notice duly made hereunder.
      

    


    To
      Ofir,
      to:   

    


    Jonathan
      Ilan Ofir

    ______________

    ______________

    Fax:
      __________

    


    


    To
      Guarantor, to:

    


    _________

    _________

    _________

    Fax:
      

    


    Any
      party
      may change its address by written notice in accordance with this
      paragraph.

    


    4.4 Term.
      Upon
      the
      payment in full of the Obligations, (i) this Guaranty shall terminate and (ii)
      Ofir will, upon Guarantor's request and at Guarantor's expense, execute and
      deliver to Guarantor such documents as Guarantor shall reasonably request to
      evidence such termination, all without any representation, warranty or recourse
      whatsoever.

    


    4.5 Captions.
      The
      captions of Paragraphs, Articles and Sections in this Guaranty have been
      included for convenience of reference only, and shall not define or limit the
      provisions hereof and have no legal or other significance
      whatsoever.

    


    4.6 Governing
      Law; Venue; Severability.
      This
      Guaranty shall be governed by and construed in accordance with the laws of
      the
      State of New York without regard to principles of conflicts or choice of law.
      Any legal action or proceeding against Guarantor with respect to this Guaranty
      may be brought in the courts of the State of New York or of the United States
      for the Southern District of New York, and, by execution and delivery of this
      Guaranty, Guarantor hereby irrevocably accepts for himself and in respect of
      his
      property, generally and unconditionally, the jurisdiction of the aforesaid
      courts. Guarantor hereby irrevocably waives any objection which they may now
      or
      hereafter have to the laying of venue of any of the aforesaid actions or
      proceedings arising out of or in connection with this Guaranty brought in the
      aforesaid courts and hereby further irrevocably waives and agrees not to plead
      or claim in any such court that any such action or proceeding brought in any
      such court has been brought in an inconvenient forum. If any provision of this
      Guaranty, or the application thereof to any person or circumstance, is held
      invalid, such invalidity shall not affect any other provisions which can be
      given effect without the invalid provision or application, and to this end
      the
      provisions hereof shall be severable and the remaining, valid provisions shall
      remain of full force and effect. This
      Guaranty shall be deemed an unconditional obligation of Guarantor for the
      payment of money and, without limitation to any other remedies of Ofir, may
      be
      enforced against Guarantor by summary proceeding in the jurisdiction where
      enforcement is sought. Each
      party hereby irrevocably waives personal service of process and consents to
      process being served in any suit, action or proceeding in connection with this
      Agreement or the Note by mailing a copy thereof via registered or certified
      mail
      or overnight delivery (with evidence of delivery) to such party at the address
      in effect for notices to it under this Agreement and agrees that such service
      shall constitute good and sufficient service of process and notice thereof.
      Nothing contained herein shall be deemed to limit in any way any right to serve
      process in any other manner permitted by law. Guarantor irrevocably appoints
      the
      officers, directors and any agent for service of process of the Company as
      Guarantor’s true and lawful agent for service of process upon whom all processes
      of law and notices may be served and given in the manner described above; and
      such service and notice shall be deemed valid personal service and notice upon
      Guarantor with the same force and validity as if served upon
      Guarantor.

     

    
      
         

      

      
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    4.7 Satisfaction
      of Obligations.
      For all
      purposes of this Guaranty, the payment in full of the Obligations shall be
      conclusively deemed to have occurred when the Obligations have been indefeasibly
      paid.

    


    4.8 Counterparts/Execution.
      This
      Agreement may be executed in any number of counterparts and by the different
      signatories hereto on separate counterparts, each of which, when so executed,
      shall be deemed an original, but all such counterparts shall constitute but
      one
      and the same instrument. This Agreement may be executed by facsimile signature
      and delivered by facsimile transmission.

    


    IN
      WITNESS WHEREOF, the
      undersigned has executed and delivered this Personal Guaranty, as of the date
      first written above.

    


    “GUARANTOR”

    


    


    


    /s/
      Ofer
      Arbib                                 


    Ofer
      Arbib

    


    
      
         

      

      
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