Personal Guaranty Agreement by Alexander M. Milley for Cadmus Corporation Notes to ELXSI

Summary

This agreement, dated December 28, 2000, is a personal guaranty by Alexander M. Milley in favor of ELXSI, a California corporation. Milley guarantees the payment and performance of two promissory notes issued by Cadmus Corporation to ELXSI, totaling up to $12 million. He also waives most legal defenses typically available to guarantors. The agreement is governed by New York law.

EX-10.34 13 file013.txt EXHIBIT 10.34 EXHIBIT 10.34 December 28, 2000 ELXSI 3600 Rio Vista Avenue, Suite A Orlando, FL 32805 Re: CADMUS CORPORATION NOTES Dear Sirs: ELXSI, a California corporation ("ELXSI"), is the holder of a: (1) $2,000,000 Secured Promissory Note of Cadmus Corporation, a Massachusetts corporation ("Cadmus"), dated June 30, 1997, as amended ("Note 1"), and (2) Promissory Note of Cadmus, dated December __, 2000 ("Note 2"), having a maximum amount permitted to be outstanding thereunder (principal and interest) of $10,000,000. The principal amount outstanding under Note 1 is currently $2,000,000 and under Note 2 is approximately $8,800,000. Please be advised that the undersigned guarantees the payment and performance of both Note 1 and Note 2 and waives, to the extent legally permissible, all defenses available to a surety in connection therewith. The foregoing guarantee and waiver shall be governed by and construed in accordance with the laws of the State of New York (being the governing law of Note 1 and Note 2). Sincerely, /s/ ALEXANDER M. MILLEY - ----------------------- Alexander M. Milley