Form of Continuing Unlimited Guaranty


    EXHIBIT
      10.3

     

    GUARANTY

     

    CONTINUING
      UNLIMITED GUARANTY

     

    1. Guaranty.
      This Continuing Limited Guaranty (this "Guaranty") is made as of the
17th
      day of
April,
      2007,
      by
      _______________ a ________________________ (the "Guarantor"), whose address
      is
      16250 Dallas Parkway, Suite 100, Dallas, Texas 75248, in favor of Presidential
      HealthCare Credit Corporation ("Payee"). For good and valuable consideration,
      the receipt and sufficiency of which are hereby acknowledged, the undersigned
      Guarantor unconditionally guarantees and promises to pay to Payee or order,
      on
      demand, in lawful money of the United States, any and all Obligations as
      hereinafter defined, of Park InfusionCare, LP, a Texas limited partnership,
      formerly known as Park Infusion Services, LP, Park InfusionCare Of Dallas,
      LP, A
      Texas limited partnership, Park InfusionCare Of Houston, LP, a Texas limited
      partnership, and Park InfusionCare Of San Antonio, LP, a Texas limited
      partnership (together, jointly and severally, the "Company") to Payee. The
      word
      "Obligations" as used herein means and includes any and all debts, obligations
      and liabilities of Company to Payee, as the same may be modified, renewed or
      replaced, whether such debts, obligations and liabilities are now, or hereafter
      made, existing, incurred, or created, due or not due, absolute or contingent,
      liquidated or unliquidated, or determined or undetermined. This Guaranty is
      one
      of payment and not of collection. 

     

    2. Guaranty
      Continuing; Revocation. This is a continuing Guaranty relating to Obligations,
      including those arising under successive transactions which shall either
      continue the Obligations or from time to time renew any of the same. This
      Guaranty shall remain in effect until the expiration of thirty (30) days after
      Payee's receipt of written notice of revocation by Guarantor and even then
      and
      thereafter, this Guaranty shall be and remain effective as to (a) all
      Obligations then outstanding; (b) any Obligations incurred or arising subsequent
      thereto pursuant to any agreements or arrangements between Company and Payee
      in
      effect at the time of Payee's receipt of notice of revocation; (c) any renewals
      or extensions of any of the foregoing; and (d) all expenses and costs of
      collecting or enforcing any of the foregoing. This Guaranty may not be revoked
      or terminated except upon strict compliance with the conditions and requirements
      heretofore set forth in this Section 2. In the event any sums or other things
      of
      value that are paid or transferred to or otherwise received by the Payee are
      rescinded, recovered, required to be returned, set aside, rendered void or
      otherwise adversely affected in any legal proceeding or for any cause
      whatsoever, including under any law, rule or regulation relative to bankruptcy,
      insolvency, fraudulent transfers or other relief of debtors, then this Guaranty
      shall continue to be effective or shall be revived and reinstated, as necessary
      in order to give full effect to the Guarantor's liability hereunder, to the
      same
      extent as if such payment, transfer and/or receipt had never occurred.


     

    3. Guarantor's
      Obligations Independent; Statute of Limitations. The obligations of Guarantor
      hereunder are independent of the obligations of Company, and a separate action
      or actions may be brought and prosecuted against Guarantor whether action is
      brought against Company or whether Company is joined in any such action or
      actions. Guarantor waives the benefit
      of any statute of limitations, and all other defenses affecting its liability
      hereunder or the enforcement hereof.

     

    4. No
      Conditions Precedent. The obligations of Guarantor hereunder shall be and remain
      unaffected (a) by the existence or non-existence, validity or invalidity of
      any
      security; or (b) by any understanding or agreement that any other person, firm
      or corporation was or is to execute this or any other Guaranty, or any other
      document or instrument relating to or evidencing any Obligation(s), or any
      part
      thereof, or (c) by resort by Payee or failure by Payee to resort to or enforce
      any other security or remedy relating to the Obligations; or (d) by the
      dissolution, death or bankruptcy of any party, or by failure of the Payee to
      file claim against any estate.

     

    5. Authorization
      to Renew or Modify Obligations. Guarantor authorizes Payee, without notice
      or
      demand and without affecting its liability hereunder, from time to time to
      (a)
      renew, compromise, extend, accelerate or otherwise change the time for payment
      of, or otherwise change the terms of, any Obligations or any part thereof or
      any
      agreement or arrangement related to any of the foregoing; (b) take and hold
      security for the payment of this Guaranty or the Obligations guaranteed, and
      exchange, modify, enforce, waive and release any such security; (c) apply such
      security and direct the order or manner of sale thereof as Payee in its
      discretion may determine; and (d) release or substitute any one or more of
      the
      obligors, endorsers or guarantors of the Obligations. 

     

    6. Guarantor’s
      Representations and Warranties. Guarantor represents and warrants to Payee
      the
      following: (a) has full power and authority to make and deliver this Guaranty;
      and (b) the execution, delivery and performance of the Guaranty by Guarantor
      does not and will not violate any presently applicable laws or any agreement
      presently binding on it. In addition, if Guarantor is a corporation or other
      legal entity, Guarantor represents and warrants to Payee the following: (c)
      the
      Guarantor (if a corporation or other legal entity) is duly organized and
      existing in good standing; (d) the execution, delivery and performance of the
      Guaranty by Guarantor has been duly authorized by all necessary action of its
      principals and does not and will not violate the provision of, or constitute
      a
      default under, Guarantor’s organizational documents; and (e) this Guaranty has
      been duly executed and delivered by the authorized officers of the Guarantor
      and
      constitutes its lawful, binding, and legally enforceable
      obligation.

     

    
      
        
        

      

      
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    7. Waivers.
      Guarantor waives any right to require Payee to (a) proceed against Company;
      (b)
      proceed against or exhaust any security held from Company; or (c) pursue any
      other remedy in Payee's power whatsoever. Guarantor waives any defense arising
      by reason of any disability or other defense of Company or by reason of the
      cessation from any cause whatsoever of the liability of Company. Guarantor
      waives all rights of subrogation and contribution, and waives any right to
      enforce any remedy which Payee now has or may hereafter have against Company,
      and waives any benefit of, and any right to participate in, any security now
      or
      hereafter held by Payee. Guarantor waives all presentments, suretyship defenses,
      demands for performance, notices of non-performance, protests, notices of
      protest, notices of dishonor, and notices of acceptance of this Guaranty and
      of
      the existence, creation, or incurring of new or additional
      Obligations.

     

    8. Expenses
      of Collection. Notwithstanding the limitations in Section 2 hereof, Guarantor
      agrees to pay reasonable attorneys' fees and all other costs and expenses which
      may be incurred by Payee in the enforcement of this Guaranty. 

     

    9. Governing
      Law; Jurisdiction. This Guaranty and the rights and obligations of any party
      hereunder shall be governed by and construed in accordance with the laws of
      the
      State of Georgia. Guarantor agrees that it is foreseeable that Guarantor shall
      be subject to and Guarantor hereby submits to jurisdiction in the State of
      Georgia for any cause of action related to this Guaranty and agrees that venue
      for such action shall be in DeKalb County, Georgia. Guarantor waives any and
      all
      rights under the laws of any state or jurisdiction to object to venue or
      jurisdiction within DeKalb County, Georgia. Notwithstanding the foregoing,
      nothing contained in this section shall prevent Payee from bringing any action
      or exercising any rights in any other jurisdiction against Guarantor, or any
      of
      Guarantor's properties. Initiating any such action or proceedings or taking
      any
      such action in any other jurisdiction shall in no event constitute a waiver
      by
      Payee of any of the foregoing.

     

    IN
      WITNESS WHEREOF, the undersigned has executed this Guaranty as of the
17th
      day of
April,
      2007.

     

     

    
      GUARANTOR:       

       

                                      (Guarantor)

      


      By:   
        /s/
        David E. Bowe

      Name:
        David
        E. Bowe   

      Its:     
        (Title)

    

    
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