PRODUCTIVITY TECHNOLOGIES CORP /
GUARANTOR PAYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>7
<FILENAME>ex106_0930.txt
<DESCRIPTION>GUARANTOR PAYMENT AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.6

                           GUARANTOR PAYMENT AGREEMENT


     THIS  GUARANTOR  PAYMENT  AGREEMENT,  dated as of  December  10, 2003 (this
"Agreement"),   made  by  WCS   ACQUISITION   CORP.,   a  Michigan   corporation
("Guarantor"),  d/b/a Westland Control  Systems,  in favor of BANK ONE, NA, with
its main office in Chicago,  Illinois,  and  successor  in interest to Bank One,
Michigan ("Lender").


                                    RECITALS

     A. Productivity  Technologies Corp., a Delaware  corporation  ("PTC"),  and
Lender are parties to a Term Loan  Agreement  dated  February 23, 2000 (the "PTC
Term  Loan  Agreement"),  pursuant  to which  Lender,  subject  to the terms and
conditions thereof, extended a term loan to PTC in the original principal amount
of $3,600,000.

     B. Guarantor executed a Continuing  Unlimited Guaranty dated as of February
23, 2000 (the "WCS Guaranty" in favor of Lender,  pursuant to which, among other
things,  Guarantor  absolutely  and  unconditionally  guaranteed  to Lender,  as
primary  obligor and not merely as surety,  the payment of the  Liabilities  (as
such term is defined in the WCS  Guaranty),  including  without  limitation  the
loans and other credit advanced to PTC pursuant to the PTC Term Loan Agreement.

     C. The PTC Term Loan  Agreement,  all  promissory  notes executed by PTC in
favor  of  Lender  in  connection  with  the PTC Term  Loan  Agreement,  the WCS
Guaranty, and any and all security agreements,  mortgages, guaranties, and other
instruments,  documents or  agreements  of any kind  evidencing  or securing the
indebtedness of PTC in favor of Lender are sometimes referred to collectively as
the "Loan Documents."

     D. In addition to its obligations  under the Loan  Documents,  PTC also has
guaranteed to Lender the repayment of certain  indebtedness  of its  subsidiary,
Atlas Technologies,  Inc. ("Atlas"). Guarantor also has guaranteed to Lender the
repayment of such indebtedness of Atlas.

     E. Each of PTC and Atlas is in default of its respective  obligations  owed
to Lender. As a consequence of such defaults, among other things, (i) Lender has
the right at any time to declare all  indebtedness  owed to Lender by PTC and/or
Atlas,  including all obligations  owed to Lender under the Loan Documents to be
immediately  due and  payable,  and (ii)  Lender  has no  obligation  to advance
further loans or credit to PTC or Atlas.

     F. Atlas has entered  into a  refinancing  transaction  with a  third-party
lender,  pursuant  to which the  indebtedness  owed to  Lender by Atlas  will be
repaid.  Pursuant to the requirements of such third-party  lender,  the security
interests  and liens  granted  by PTC  and/or  Atlas in favor of Lender  will be
discharged  (notwithstanding  the continuation of certain  indebtedness  owed to
Lender by PTC).  In  consideration  for Lender's  willingness  and  agreement to
discharge  such  security  interests  and liens,  the  parties  have agreed that
Guarantor  will  make  certain  direct   payments  to  Lender  pursuant  to  its
obligations under the WCS Guaranty, as more fully set forth in this Agreement.


                                      TERMS

     In  consideration  of the  premises  and of the  mutual  agreements  herein
contained, Guarantor agrees for the benefit of Lender as follows:


                                 ARTICLE 1.
                                PERIODIC PAYMENTS

     1.1 Affirmation of Recitals.  Guarantor hereby acknowledges and affirms the
accuracy of the foregoing recitals.

     1.2  Confirmation  of Maturity  Date.  Guarantor  hereby  acknowledges  and
affirms that, but for the occurrence of the defaults  described in the recitals,
the original  scheduled  maturity date of the indebtedness owed by PTC to Lender
was February 23, 2005 (the "Scheduled Maturity Date"). Nothing contained in this
Agreement is intended to modify the Scheduled  Maturity Date and, in the absence
of any  prior  default  by  Guarantor  of its  obligations  as set forth in this
Agreement  or  any  other  event  of  default  under  the  Loan  Documents,  all
obligations  under the PTC Term Loan Agreement shall fully mature and be due and
payable on the Scheduled Maturity Date.

     1.3 Interest  Rate.  Notwithstanding  the  provisions  of the PTC Term Loan
Agreement and the applicable promissory note(s), all outstanding principal under
the PTC Term Loan Agreement  shall, on and after the date hereof,  bear interest
at a floating rate equal to three percent  (3.0%) per annum above Lender's prime
rate (which prime rate need not necessarily be the lowest rate charged by Lender
to any of its customers),  which rate  automatically  shall be adjusted with any
adjustment  in Lender's  prime rate. In the event of any default by Guarantor of
its  obligations  as set forth in this  Agreement  or any other event of default
under the Loan Documents,  nothing  contained in this Agreement shall impair the
right of Lender at any time thereafter to impose interest at the Overdue Rate of
five percent (5.0%) per annum above Lender's prime rate.

     1.4 Monthly Interest Payments.  Guarantor agrees, effective immediately, to
make all interest  payments  when due under the PTC Term Loan  Agreement and the
applicable promissory note(s).

     1.5 Monthly Fixed  Payments.  Commencing upon the date of execution of this
Agreement  and  thereafter  on the  first  (1st)  day of each  month  until  the
Scheduled  Maturity  Date,  Guarantor  shall pay to Lender,  in  addition to the
payment of interest as required hereunder, consecutive monthly installments each
in the amount of Ten Thousand Dollars ($10,000.00).

     1.6 Variable Payments.

     (a) Monthly Variable Payments.  Commencing December 15, 2003 and thereafter
on the  fifteenth  (15th) day of each month until the Scheduled  Maturity  Date,
Guarantor  shall pay to Lender,  in addition to the payment of interest  and any
monthly fixed  payments as required  hereunder,  an amount equal to  twenty-five
percent  (25%) of  Guarantor's  "Excess  Cash  Flow"  for the prior  month.  For
purposes  hereof,  "Excess Cash Flow" for any month shall mean (i) the EBITDA of
Guarantor  for such  month,  less (ii) the  amount of any  capital  expenditures
actually  paid by  Guarantor  during  such  month,  less (iii) the amount of any
interest  actually  paid by  Guarantor  during such month in respect of borrowed
money,  less (iv) the amount of any taxes actually paid by Guarantor during such
month,  less (v) the amount of any payments made by Guarantor  during such month
under  Section  1.5 of this  Agreement.  Simultaneously  with the  making of any
payment under this Section  1.6(a),  Guarantor shall submit to Lender a detailed
calculation, together with supporting documentation, of Excess Cash Flow for the
prior month.  Notwithstanding the calculation of Excess Cash Flow for any month,
the payments  required under this Section 1.6(a) shall not be required to exceed
$10,000.00 for any month.

     (b)  Senior  Funding  Variable  Payments.  If at any time  the  outstanding
principal amount funded by Guarantor's senior lenders (excluding Bank One or any
of its affiliates)  shall exceed Two Million  Dollars,  then,  immediately  upon
receipt  of  such  funding,  and in  addition  to any  other  payments  required
hereunder, an amount equal to the lesser of (i) $666,667 or (ii) one-third (1/3)
of the amount funded in excess of Two Million Dollars shall be paid to Lender.

     1.7  Application  of  Payments;  Maturity  of  Indebtedness.  All  payments
received by Lender hereunder shall first be applied against  applicable fees and
charges, then against accrued interest and then to principal.

     1.8 No Course of Dealing.  Guarantor  acknowledges  and agrees that, in the
event of any default by Guarantor of its obligations  under this Agreement,  the
payment terms set forth herein shall not  establish  any course of dealing,  and
instead all  obligations  of  Guarantor  under the WCS  Guaranty  shall be fully
applicable.

     1.9  Expiration;  No Further  Forbearance  Implied;  No  Waiver.  Guarantor
acknowledges  and agrees that Lender has no  obligation  to extend the Scheduled
Maturity  Date or to forbear from  enforcing  its rights and  remedies  upon the
Scheduled  Maturity Date or in the event of any prior default hereunder or under
the Loan  Documents.  All rights and  remedies of Lender  under the WCS Guaranty
and/or the other Loan  Documents  shall be preserved and shall be cumulative and
not  exclusive.  Nothing  herein  shall be deemed to  constitute a waiver of any
existing  defaults  or of any  provision  of any of the  documents  referred  to
herein, and nothing herein shall in any way prejudice the rights and remedies of
Lender  under any of the  documents  referred  to herein or  applicable  law. No
waiver  of the  rights  or any  condition  of this  Agreement  and/or  any other
document by Lender  shall be  effective  unless the same shall be contained in a
writing signed by authorized  representatives of Lender. No course of dealing on
the part of Lender nor any delay or failure on the part of Lender in  exercising
any right, power or privilege hereunder shall operate as a waiver of such right,
power or privilege,  nor shall any single or partial  exercise  thereof preclude
any  further  exercise  thereof or the  exercise  of any other  right,  power or
privilege.



                                   ARTICLE 2.
                                 REPRESENTATIONS

     Guarantor represents and warrants to Lender that:

     2.1 The  execution,  delivery and  performance of this Agreement are within
its powers, have been duly authorized and are not in contravention with any law,
of the terms of its Articles of Incorporation or By-laws,  or any undertaking to
which it is a party or by which it is bound.

     2.2 This Agreement is the legal, valid and binding obligation of Guarantor,
enforceable against Guarantor in accordance with the terms hereof.


                                   ARTICLE 3.
                                 MISCELLANEOUS.

     3.1 Cross References.  References in the PTC Term Loan Agreement, or in any
note,  certificate,  instrument or other document related thereto to any of such
agreements shall be deemed to be references to such agreements as amended hereby
and as further amended from time to time.

     3.2 Release.  Each of Guarantor and PTC (by execution of the consent at the
end of this  Agreement)  represents  and  warrants  that it is not  aware of any
claims or causes of action against Lender,  or any of its successors or assigns,
and that it has no  defenses,  offsets  or  counterclaims  with  respect  to the
indebtedness owed by such parties to Lender. Notwithstanding this representation
and as further consideration for the agreements and understandings  herein, each
of  Guarantor  and PTC,  on  behalf of itself  and their  respective  employees,
agents,  executors,  heirs,  successors and assigns, hereby releases Lender, its
predecessors,  officers,  directors,  employees, agents, attorneys,  affiliates,
subsidiaries,  successors and assigns, from any liability, claim, right or cause
of action which now exists or hereafter arises as a result of acts, omissions or
events  occurring  on or prior to the date  hereof,  whether  known or  unknown,
including  but not limited to claims  arising  from or in any way related to the
PTC Term Loan Agreement,  the Loan Documents, or the business relationship among
Guarantor, PTC and Lender.

     3.3 Entire  Agreement;  Severability.  The PTC Term Loan  Agreement and the
other Loan  Documents,  as previously  amended and as amended by this Agreement,
together  with the  other  documents  and  instruments  executed  in  connection
therewith,  constitute the entire  understanding  of the parties with respect to
the  subject  matter  hereof  and may only be  modified  or amended by a writing
signed by the party to be charged.  If any of the  provisions of this  Agreement
are in  conflict  with  any  applicable  statute  or  rule  of law or  otherwise
unenforceable,  such  offending  provisions  shall be null and void  only to the
extent of such conflict or  unenforceability,  but shall be deemed separate from
and shall not invalidate any other provision of this Agreement.

     3.4 No Other Promises or Inducements.  There are no promises or inducements
which have been made to any  signatory  hereto to cause such  signatory to enter
into this  Agreement  other  than those  which are set forth in this  Agreement.
Guarantor  acknowledges  that its authorized  officers have  thoroughly read and
reviewed the terms and  provisions of this Agreement and are familiar with same,
that the terms  and  provisions  contained  herein  are  clearly  understood  by
Guarantor and have been fully and unconditionally consented to by Guarantor, and
that  Guarantor has had full benefit and advice of counsel of its own selection,
or the  opportunity  to obtain  the  benefit  and  advice of  counsel of its own
selection,  in regard to  understanding  the terms,  meaning  and effect of this
Agreement,  and that this  Agreement has been entered into by Guarantor  freely,
voluntarily, with full knowledge, and without duress, and that in executing this
Agreement,  Guarantor is relying on no other representations,  either written or
oral, express or implied,  made to Guarantor by any other party hereto, and that
the consideration hereunder received by Guarantor has been actual and adequate.

     3.5  Counterparts.  This  Agreement  may  be  signed  upon  any  number  of
counterparts  with the same effect as if the signatures  thereto and hereto were
upon the same  instrument.  Facsimile  copies of signatures  shall be treated as
original signatures for all purposes under this Agreement.

     3.6 Other  Documents.  Guarantor  agrees to execute and deliver any and all
documents  reasonably deemed necessary or appropriate by Lender to carry out the
intent of and/or to implement this Agreement.

     3.7  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the  State of  Michigan  without  giving  effect to
choice of law principles of such State.

     3.8  Miscellaneous.  This  Agreement  is made  for  the  sole  benefit  and
protection of Guarantor,  Lender and their  respective  successors and permitted
assigns  (provided  that  Guarantor  shall not be  permitted,  absent  the prior
written consent of Lender, to assign any of its rights or obligations under this
Agreement).  No other  person or entity shall have any rights  whatsoever  under
this  Agreement.  Time shall be of the strictest  essence in the  performance of
each and every one of Guarantor's obligations hereunder.

     3.9  Construction.  This  Agreement  shall not be construed  more  strictly
against  Lender  merely by virtue of the fact that the same has been prepared by
Lender or its  counsel,  it being  recognized  that  Guarantor  and Lender  have
contributed  substantially  and materially to the preparation of this Agreement,
and Guarantor  waives any claim contesting the existence and the adequacy of the
consideration  given by any of the other  parties  hereto in entering  into this
Agreement.

     3.10 Headings. The headings of the various paragraphs in this Agreement are
for  convenience of reference only and shall not be deemed to modify or restrict
the terms or provisions hereof.

     3.11 Waiver of Jury Trial.  Guarantor,  after  consulting or having had the
opportunity to consult with counsel,  knowingly,  voluntarily and  intentionally
waives any right it may have to a trial by jury in any litigation  based upon or
arising out of this  Agreement or any related  instrument or agreement or any of
the  transactions  contemplated  by  this  Agreement  or any  conduct,  dealing,
statements  (whether oral or written) or actions of Guarantor.  Guarantor  shall
not seek to consolidate,  by counterclaim or otherwise, any such action in which
a jury trial has been waived with any other  action in which a jury trial cannot
be or has not been  waived.  These  provisions  shall not be deemed to have been
modified in any respect or  relinquished by any party hereto except by a written
instrument executed by such party.

     3.12  Consent to  Jurisdiction.  Guarantor  agrees that any legal action or
proceeding  with  respect  to  this  Agreement  or  any  related  instrument  or
agreement,  or with  respect to the  transactions  contemplated  hereby,  may be
brought in any court of the State of Michigan, sitting in or having jurisdiction
over the County of Wayne,  Michigan,  or in any federal court located within the
Eastern  District  of  Michigan,  and  Guarantor  hereby  submits to and accepts
generally and  unconditionally  the  non-exclusive  jurisdiction of those courts
with respect to their person and property and irrevocably  consent to service of
process in connection with any such action or proceeding by mailing such service
of  process   (certified  or  registered,   if  capable  of   certification   or
registration) to Guarantor at the address it may have from time to time provided
to  Lender.  Guarantor  hereby  irrevocably  waives  any  objection  based  upon
jurisdiction,  improper  venue  or forum  non  conveniens  in any  such  suit or
proceeding in the above-described  courts.  Nothing contained herein shall limit
the right of Lender to serve  process in any other  manner  permitted  by law or
limit the  right of Lender to  commence  any such  action or  proceeding  in the
courts of any other  jurisdiction.  Any judicial proceeding by Guarantor against
Lender  involving  this  Agreement  shall  be  brought  only in a court in Wayne
County,  Michigan  or federal  court  located  within the  Eastern  District  of
Michigan.

     IN WITNESS WHEREOF,  Guarantor has caused this Agreement to be executed and
delivered as of the date and year first above written.


                                          WCS ACQUISITION CORP.


                                          By: __________________________________

                                          Its: ____________________________





                        CONSENT AND AGREEMENT OF OBLIGOR


     As of the date and year first above written, the undersigned hereby:

     (a) fully consents to the terms and  provisions of the above  Agreement and
the  consummation  of the  transactions  contemplated  thereby and agrees to all
terms and provisions of the above Agreement applicable to it;

     (b) agrees that,  except as  discharged or terminated in writing by Lender,
each of the Loan Documents is hereby  ratified and confirmed and shall remain in
full force and effect,  and the undersigned  acknowledges that it has no setoff,
counterclaim or defense with respect to any of the Loan Documents.



                                          PRODUCTIVITY TECHNOLOGIES CORP.


                                          By: __________________________________

                                          Its: ____________________________














DETROIT  765897

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