EXHIBIT 10.45
PARTIAL GUARANTY AGREEMENT
WHEREAS, MR. EDWARD KIDSTON (the "Guarantor") has agreed to partially guaranty certain obligations
of ARTESIAN DIRECT HOLDINGS CORPORATION, a Washington corporation ("Artesian"), owed to
CELERITY SYSTEMS, INC., a Delaware corporation ("Celerity"), under a Financing Agreement (the
"Financing Agreement") of even date herewith between Artesian and Celerity.
NOW, THEREFORE, in consideration of the benefits to be derived by the Guarantor under the Financing
Agreement and certain other agreements executed in connection therewith between the Guarantor and Artesian,
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
undersigned hereby unconditionally guarantees to Celerity, and its successors, endorsees, transferees and assigns
the punctual payment when due (as more particularly described herein), whether by acceleration or otherwise,
and at all times thereafter, of all obligations (the "Obligations") of Artesian to Celerity under the Financing
Agreement.
If Artesian fails to provide all or any portion of the Purchase Commitment in accordance with Section 1 of the
Financing Agreement and does not beneficially own shares of Celerity common stock sufficient to make up the
shortfall under the Purchase Commitment at that time, then the Guarantor agrees, at his option and within twenty
(20) days after written demand by Celerity, to either (i) deliver to Celerity up to 2.4 million shares of Celerity
common stock then owned by the Guarantor, or (ii) pay Celerity up to a maximum of $750,000 in immediately
available funds; provided that the Guarantor's guarantee obligations hereunder will be pro rata, in proportion to
the amount of the Purchase Commitment (as defined in the Financing Agreement) not fulfilled. For example, if
Artesian only purchased $5 million of Products (as defined in the Financing Agreement) from Celerity (i.e., 50%
of the Purchase Commitment), and Artesian no longer owned sufficient sha