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FRAUDULENT TRANSACTION GUARANTEE
This Fraudulent Transaction Guarantee (the "Guarantee") is executed in
connection with that certain Loan Agreement dated May 24, 2006 (the "Loan
Agreement") between Diverse Media Group Corp. ("Lender"), a Utah corporation,
and Diverse Talent Group, Inc., a California corporation ("Borrower"), and the
undersigned as an inducement to Lender to enter into and perform its obligations
thereunder.
For good and valuable consideration (including benefit personally
derived by the undersigned due to the undersigned's relationship with Borrower)
receipt of which is hereby acknowledged, the undersigned ("Guarantor") agrees as
follows:
1. Definitions. "Loan Documents" means the Loan Agreement, the
Note, the Guarantee, and the Security Documents as defined therein and any other
documents executed in connection therewith and all other agreements and
documents contemplated by any of the aforesaid documents, and all amendments,
modifications, addendums and replacements, whether presently existing or created
in the future. Except as otherwise provided herein, terms defined in the Loan
Documents shall have the same meanings when used herein. Terms defined in the
singular shall have the same meaning when used in the plural and vice versa. 2.
Guarantee. Guarantor hereby personally forever indemnifies and holds free and
harmless Lender, and its affiliates, officers, managers, shareholders,
employees, attorneys, agents and representatives, from and against any damages,
losses, costs or expenses Lender may incur due to or arising out of any
fraudulent actions of Borrower, its officers, directors, employees or agents, or
any fraudulent failure to act of Borrower, its officers, directors, employees or
agents, in performing any of Borrower's obligations to Lender under or in
connection with the Loan Documents. For purposes of this Guarantee, fraudulent
actions or fraudulent failure to act shall include intentional material or
negligent misrepresentations, misappropriation or misdirection of funds, or
breach of representation, warranty or covenant (other than a breach of covenant
to pay money that is caused by Borrower's bona fide inability to pay) resulting
in harm, loss, damage, or liability to Lender or its interests under the Loan
Documents.
2. Guarantee Unconditional. The liability of Guarantor hereunder
is not conditional or contingent upon the genuineness, validity, or
enforceability of any of the Loan Documents or the value or sufficiency of any
Collateral.
3. Agreement to Pay Attorneys' Fees. Guarantor agrees to pay all
collection costs, including reasonable attorneys' fees and legal expenses,
incurred by Lender in enforcing this Guarantee.
4. Waiver by Guarantor. Guarantor expressly and absolutely,
without affecting the liability of Guarantor hereunder:
a. Waives any notice which may be required relative to
the acceptance of this Guarantee;
b. Waives notice of transactions which have occurred
under or relating to or affecting this Guarantee;
c. Waives notice of any adverse change in the condition,
financial or otherwise, of Borrower or Guarantor, any change concerning
any Collateral, or of any other fact that might materially increase
Guarantor's risk, whether or not Lender has knowledge of the same;
d. Waives any right to require Lender to (i) proceed
against Borrower by suit or otherwise, (ii) foreclose, proceed against,
liquidate or exhaust any Collateral, or (iii) exercise, pursue or
enforce any right or remedy Lender may have against Borrower, any
Collateral, any other person or entity, or otherwise, prior to
proceeding against Guarantor; and
e. Waives any and all rights of subrogation,
contribution or indemnification against Borrower or Guarantor of any
nature whatsoever, now existing or hereafter arising or created.
5. Consent to Lender's Acts. Guarantor hereby authorizes and
consents to Lender at any time and from time to time, without notice or further
consent of Guarantor, doing the following and Guarantor agrees that the
liability of Guarantor shall not be released or affected by:
a. The taking or accepting, or the failure by Lender to
take or accept, any other Collateral or guarantee;
b. The modification, amendment, extension, renewal,
replacement, or termination of any of the Loan Documents;
c. Any complete or partial release, substitution,
subordination, impairment, loss, compromise, or other modification of
any Collateral or any Guarantee;
d. The complete or partial release or substitution of
Borrower or any Guarantor;
e. Any renewal, extension, modification, replacement,
acceleration, consolidation, adjustment, indulgence, forbearance,
waiver or compromise of the payment of any part or all of Borrower's
obligations, or any liability of Guarantor, or the performance of any
covenant contained in the Loan Documents;
f. Any neglect, delay, omission, failure, or refusal of
Lender to take or prosecute any action for enforcement of any provision
of any of the Loan Documents or any action in connection with any
Collateral or any Guarantee, including, without limitation, the failure
of Lender to perfect any security interest in any Collateral;
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g. Acceptance of any partial or late payments; and
h. Lender exercising any and all rights and remedies
available to Lender by law, at equity or by agreement, even if the
exercise thereof may affect, modify, or eliminate any Guarantor's right
of subrogation against Borrower or any other party.
6. Termination of Guarantee. No termination of this Guarantee by
Guarantor shall be effective.
7. Cumulative Rights. The rights and remedies herein conferred
are cumulative and not exclusive of any other rights or remedies that Lender may
have. No delay or omission in the exercise or pursuance by Lender of any right,
power, or remedy shall impair any such right, power, or remedy or shall be
construed to be a waiver thereof.
8. Governing Law. This Guarantee shall be governed by and
construed in accordance with the laws of the State of Utah.
9. Binding Effect. This Guarantee may be executed and delivered
to Lender prior to or after the execution and delivery of the Loan Documents.
This Guarantee shall nonetheless be binding and enforceable upon its execution
and delivery to Lender.
10. Severability and Interpretation. Any provision of this
Guarantee that is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction only, be ineffective only to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction. The headings in
this Guarantee are inserted for convenience only and shall not be considered
part of the Guarantee nor be used in its interpretation. All references in this
Guarantee to the singular shall be deemed to include the plural when the context
so requires, and vice versa. References in the collective or conjunctive shall
also include the disjunctive unless the context otherwise clearly requires a
different interpretation.
11. Continuing Agreement. All agreements, representations,
warranties, and covenants made herein by Guarantor shall survive the execution
and delivery of this Guarantee. All agreements, representations, warranties, and
covenants made herein by Guarantor shall survive any bankruptcy proceedings.
This Guarantee shall bind the party making the same, and its successors,
assigns, heirs, executors, and personal representatives. The death, insolvency,
bankruptcy, disability, or lack of corporate power of Borrower, Guarantor, or
any other person or entity at any time will not affect this Guarantee.
12. Consent to Utah Jurisdiction and Exclusive Jurisdiction of
Utah Courts. Guarantor acknowledges that by execution and delivery of this
Guarantee, Guarantor has transacted business in the State of Utah and Guarantor
voluntarily submits to, consents to, and waives any defense to the jurisdiction
of courts located in the State of Utah as to all matters relating to or arising
from this Guarantee. EXCEPT AS EXPRESSLY AGREED IN WRITING BY LENDER, THE STATE
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AND FEDERAL COURTS LOCATED IN THE STATE OF UTAH SHALL HAVE SOLE AND EXCLUSIVE
JURISDICTION OF ANY AND ALL CLAIMS, DISPUTES, AND CONTROVERSIES, ARISING UNDER
OR RELATING TO THIS GUARANTEE.
13. Entire Agreement. This Guarantee, together with the Loan
Documents, constitutes the entire agreement between Lender and Guarantor
concerning the subject matter hereof, and may not be altered or amended except
by written agreement signed by Lender and Guarantor.
Dated: May 24, 2006
Guarantor:
/s/
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