INSTANCE AND FOR THE SPECIFIC PURPOSE FOR WHICH GIVEN.
(C)
NO FAILURE ON THE PART OF THE SECURED PARTY TO EXERCISE, AND NO
DELAY IN EXERCISING, ANY RIGHT HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT
SHALL OPERATE AS A WAIVER THEREOF, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF
ANY RIGHT HEREUNDER OR UNDER ANY TRANSACTION DOCUMENT PRECLUDE ANY OTHER OR
FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT.
THE RIGHTS AND
REMEDIES OF THE SECURED PARTY PROVIDED HEREIN AND IN THE OTHER TRANSACTION
DOCUMENTS ARE CUMULATIVE AND ARE IN ADDITION TO, AND NOT EXCLUSIVE OF, ANY
RIGHTS OR REMEDIES PROVIDED BY LAW.
THE RIGHTS OF THE SECURED PARTY UNDER ANY
TRANSACTION DOCUMENT AGAINST ANY PARTY THERETO ARE NOT CONDITIONAL OR CONTINGENT
ON ANY ATTEMPT BY THE SECURED PARTY TO EXERCISE ANY OF THEIR RESPECTIVE RIGHTS
UNDER ANY OTHER TRANSACTION DOCUMENT AGAINST SUCH PARTY OR AGAINST ANY OTHER
PERSON.
(D)
ANY PROVISION OF THIS GUARANTY THAT IS PROHIBITED OR UNENFORCEABLE
IN ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION, BE INEFFECTIVE TO THE EXTENT
OF SUCH PROHIBITION OR UNENFORCEABILITY WITHOUT INVALIDATING THE REMAINING
PORTIONS HEREOF OR AFFECTING THE VALIDITY OR ENFORCEABILITY OF SUCH PROVISION IN
ANY OTHER JURISDICTION.
(E)
THIS GUARANTY SHALL (I) BE BINDING ON EACH GUARANTOR AND ITS
RESPECTIVE SUCCESSORS AND ASSIGNS, AND (II) INURE, TOGETHER WITH ALL RIGHTS AND
REMEDIES OF THE SECURED PARTY HEREUNDER, TO THE BENEFIT OF THE SECURED PARTY AND
THEIR RESPECTIVE SUCCESSORS, TRANSFEREES AND ASSIGNS.
WITHOUT LIMITING THE
GENERALITY OF CLAUSE (II) OF THE IMMEDIATELY PRECEDING SENTENCE, THE SECURED
PARTY MAY ASSIGN OR OTHERWISE TRANSFER ITS RIGHTS AND OBLIGATIONS UNDER THE
SECURITIES PURCHASE AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT TO ANY OTHER
PERSON IN ACCORDANCE WITH THE TERMS THEREOF, AND SUCH OTHER PERSON SHALL
THEREUPON BECOME VESTED WITH ALL OF THE BENEFITS IN RESPECT THEREOF GRANTED TO
THE SECURED PARTY, AS THE CASE MAY BE, HEREIN OR OTHERWISE.
NONE OF THE RIGHTS
OR OBLIGATIONS OF ANY GUARANTOR HEREUNDER MAY BE ASSIGNED OR OTHERWISE
TRANSFERRED WITHOUT THE PRIOR WRITTEN CONSENT OF SECURED PARTY.
(F)
THIS GUARANTY REFLECTS THE ENTIRE UNDERSTANDING OF THE
TRANSACTION CONTEMPLATED HEREBY AND SHALL NOT BE CONTRADICTED OR QUALIFIED BY
ANY OTHER AGREEMENT, ORAL OR WRITTEN, ENTERED INTO BEFORE THE DATE HEREOF.
(G)
SECTION HEADINGS HEREIN ARE INCLUDED FOR CONVENIENCE OF REFERENCE
ONLY AND SHALL NOT CONSTITUTE A PART OF THIS AGREEMENT FOR ANY OTHER PURPOSE.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be executed by
its respective duly authorized officer, as of the date first above written.
ISONICS VANCOUVER, INC.
By:
Name:
Title:
Address:
c/o Isonics Corporation
5906 McIntyre Street
Golden, CO 80403
Attn: Chief Executive Officer
ISONICS HOMELAND SECURITY AND DEFENSE
CORPORATION
By:
Name:
Title:
Address:
c/o Isonics Corporation
5906 McIntyre Street
Golden, CO 80403
Attn: Chief Executive Officer
PROTECTION PLUS SECURITY CORPORATION
By:
Name:
Title:
Address:
c/o Isonics Corporation
5906 McIntyre Street
Golden, CO 80403
Attn: Chief Executive Officer