Exhibit 10.5
GUARANTY AGREEMENT
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THIS GUARANTY AGREEMENT dated JANUARY 3, 2006 (the "GUARANTY"), is executed
by XXXXXX X. XXXXXX INDIVIDUALLY AND AMERICAN LEISURE HOLDINGS, INC., A NEVADA
CORPORATION, (collectively referred to herein as the "GUARANTOR") and extended
to BANKERS CREDIT CORPORATION, A FLORIDA CORPORATION, (the "LENDER") for the
benefit of XXXXX CREEK ACQUISITION COMPANY, LLC, A FLORIDA LIMITED LIABILITY
COMPANY (herein collectively referred to as the "BORROWER").
RECITALS:
A. Lender has agreed to make a loan (the "LOAN") to Borrower pursuant to
the terms and conditions of, among other documents, a Promissory Note of even
date executed and delivered by Borrower in favor of Lender in the original
principal amount of SEVEN MILLION AND 00/100 DOLLARS ($7,000,000.00)
(the "NOTE") secured by a mortgage on real property located in OSCEOLA
COUNTY, Florida (the "MORTGAGE"), and other documents. The Note and
Mortgage, and the other loan documents executed contemporaneously therewith,
are hereinafter referred to collectively as the "SECURITY DOCUMENTS" or as the
"LOAN DOCUMENTS."
B. Guarantor: XXXXXX X. XXXXXX INDIVIDUALLY AND AMERICAN LEISURE
HOLDINGS, INC., A NEVADA CORPORATION
C. Without this Guaranty, Lender would be unwilling to make the Loan
to Borrower.
D. Because of the direct benefit to Guarantor from the Loan to Borrower,
and as an inducement to Lender to make the Loan to Borrower, Guarantor agrees to
guarantee to Lender the obligations of Borrower as set forth herein.
NOW, THEREFORE, in consideration of Lender entering into the Loan Agreement
and making the Loan to Borrower, and for other good and valuable consideration
by Borrower to Guarantor, the receipt and sufficiency of which is hereby
acknowledged by Guarantor, Guarantor hereby covenants and agrees as follows:
2. UNLIMITED GUARANTY OF PAYMENT. Guarantor hereby unconditionally
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guarantees to Lender the payment, when due, by acceleration or otherwise, of the
Loan principal, together with all interest, costs, expenses, and attorneys' fees
related to the Indebtedness. For the purposes hereof, the term "INDEBTEDNESS"
shall include any and all indebtedness and obligations of Borrower to Lender,
including without limitation, the loan principal, together with interest, fees
and expenses, including attorneys' fees, evidenced by the Note, the Loan
Agreement, the Security Documents or otherwise, or arising in connection with
the Loan, whether existing now or arising hereafter, as such Indebtedness may be
modified, increased, extended or renewed from time to time. The guaranty of
Guarantor as set forth in this section is a guaranty of payment and not of
collection. The amount of this Guaranty shall not be diminished, limited, or
otherwise affected by payments made under the Loan except for full and complete
satisfaction of the Debt evidenced by Lender's execution of a Satisfaction of
Mortgage.
3. SUBORDINATION. All rights and claims of Guarantor now or hereafter
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existing (collectively the "GUARANTOR CLAIMS") against Borrower or any of
Borrower's property which Borrower now owns or shall acquire in the future or
hereafter existing shall be subordinate and subject in right of payment to the
prior payment in full of the indebtedness to Lender.
Until the indebtedness has been paid in full and Guarantor shall have
performed or satisfied all of its obligations hereunder, Guarantor shall not
receive or collect, directly or indirectly, from Borrower or any other party any
payment upon Guarantor Claims, nor seek to realize upon any collateral securing
such Guarantor Claims nor claim any offset or other reduction of Guarantor's
obligations hereunder because of any Guarantor Claims. Notwithstanding the
foregoing, if Guarantor should receive any such payment, Guarantor agrees to
hold same in trust for Lender and agrees that Guarantor shall have absolutely no
rights in or to or dominion over, such payments except to pay them promptly to
Lender without demand by Lender.
4. GUARANTOR WAIVERS. Guarantor hereby waives and agrees not to assert
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or take advantage of (A) any right or claim of right to cause a marshaling of
any of Borrower's assets or the assets of any other party now or hereafter held
as security for the indebtedness; (B) the defense of the statute of limitations
in any action hereunder or for the payment of the indebtedness and performance
of any obligation hereby guaranteed; (C) any defense that may arise by reason of
the incapacity, lack of authority, death or disability of Guarantor, any other
guarantor of the Loan, or Borrower or any other person or entity, or the
voluntary or involuntary dissolution of Borrower or Guarantor, or the failure of
Lender to file or enforce a claim against the estate (either in administration,
Bankruptcy, or any other proceeding) of Borrower or any other person or entity;
(D) any defense based on the failure of Lender to give notice of the existence,
creation, or incurring of any new or additional indebtedness or obligation, or
of any action or nonaction on the part of any other person whomsoever, or any
modification of the terms of the Loan Documents, or the indebtedness, in
connection with any obligation hereby guaranteed; (E) any defense based upon an
election of remedies by Lender which destroys or otherwise impairs any
subrogation rights of Guarantor or any other guarantor of the Loan or the right
of Guarantor to proceed against Borrower or any other guarantor for
reimbursement, or both; (F) any defense based upon failure of Lender to commence
an action against Borrower; (G) any defense based upon acceptance of this
Guaranty by Lender; (H) any defense based upon the invalidity or
unenforceability of any of the Loan Documents; (I) any defense based upon any
limitation of liability contained in any of the Loan Documents; (J) any defense
based upon any transfer by Borrower of all or any part of the Collateral; (K)
any defense based upon the failure of Lender to perfect any security or to
extend or renew the perfection of any security; and (L) any other legal or
equitable defenses whatsoever to which Guarantor might otherwise be entitled.
5. CONSENT TOLENDER'S ACTIONS OR INACTIONS. Guarantor consents that
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Lender may, at any time and from time to time, before or after any Default by
Borrower, without affecting the liability of Guarantor hereunder and with or
without further notice to or assent from Guarantor:
a. either with or without consideration to Borrower or to any
guarantor guaranteeing the payment of any portion of the indebtedness,
or any pledgor or grantor of any collateral; exchange, release or
surrender (in whole or in part), or fail to protect or to preserve the
value of any collateral now or hereafter held as security for the
Loan, or waive, release or subordinate any lien or security interest
(in whole or in part) in or on any such collateral;
b. waive or delay the exercise of any of its rights or remedies
against Borrower or any other person or entity, including without
limitation, any guarantor guaranteeing any portion of the
indebtedness; notwithstanding any waiver or delay, Lender shall not be
precluded from further exercise of any of its rights, powers or
privileges expressly provided for herein or otherwise available, it
being understood that all such rights and remedies are cumulative;
c. waive or extend the time of Borrower's or any other guarantor's
performance of any and all terms, provisions and conditions set forth
in the Loan Documents;
d. release Borrower or any other person or entity, including without
limitation, any other guarantor guaranteeing payment of any portion of
the indebtedness, from their obligations to complete the Project
and/or from their obligations to repay all or any portion of the
indebtedness;
e. proceed against Guarantor without first proceeding against or
joining Borrower or any other guarantor guaranteeing payment of any
portion of the indebtedness or any endorser of the Note, or any
property securing the payment of the indebtedness;
f. renew, extend or modify the terms of the Loan or any instrument
or agreement evidencing, securing, or relating to the Loan;
g. generally deal with Borrower or other person or party or any
Collateral as Lender may see fit; and
Guarantor shall remain bound under this Guaranty notwithstanding any such
exchange, release, surrender, subordination, waiver (whether or not such waiver
is oral or written), delay, proceeding, renewal, extension, modification, act or
failure to act, or other dealings described in Subsections 5(a) through 5(h)
above, inclusive, even though done without notice to or consent from Guarantor.
6. WAIVER OF NOTICE. Guarantor waives all notices whatsoever with
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respect to the Loan Documents, including without limitation, this Guaranty, and
with respect to the Loan, including but not limited to, notice of:
a. Lender's acceptance of this Guaranty or its intention to
act, or its action, in reliance hereon;
b. the making of the Loan by Lender to Borrower;
c. presentment and demand for payment of the Loan or any
portion thereof;
d. protest and notice of dishonor or non-payment with respect
to the Loan or any portion thereof;
e. any Default by Borrower or any pledgor, grantor of
security, or any other guarantor guaranteeing payment of any
portion of the indebtedness;
f. any other notices to which Guarantor may otherwise be
entitled; and
g. any demand for payment under this Guaranty.
7. PRIMARY LIABILITY OF GUARANTOR. Guarantor agrees that this Guaranty
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may be enforced by Lender without the necessity at any time of resorting to or
exhausting any other security or collateral and without the necessity at any
time of having resorted to recourse to the Note or the Collateral through
foreclosure proceedings under the Security Documents or otherwise, and Guarantor
hereby waives any rights to require Lender to proceed against Borrower or any
other guarantor or to require Lender to pursue any other remedy or enforce any
other right. Guarantor further agrees that Guarantor shall have no right of
subrogation, reimbursement or indemnity whatsoever, nor any right of recourse to
security for the indebtedness of Borrower to Lender, unless and until all of the
indebtedness of Borrower to Lender has been paid in full. Guarantor further
agrees that nothing contained herein shall prevent Lender from suing on the Note
or foreclosing the Mortgage or from exercising any other rights available to it
under any other Loan Documents, or any other instrument of security if neither
Borrower nor Guarantor timely performs the obligations of Borrower thereunder,
and the exercise of any of the aforesaid rights and the completion of any
foreclosure proceedings shall not constitute a discharge of any of Guarantor's
obligations hereunder; it being the purpose and intent of Guarantor that
Guarantor's obligations hereunder shall be absolute, independent and
unconditional under any and all circumstances. Neither Guarantor's obligations
under this Guaranty nor any remedy for the enforcement thereof shall be
impaired, modified, changed or released in any manner whatsoever by an
impairment, modification, change, release or limitation of the liability of
Borrower or any other guarantor or by reason of Borrower's or any other
guarantor's Bankruptcy, insolvency, death, or dissolution. At any time Lender
is entitled to exercise its remedies hereunder, it may in its discretion elect
to demand payment or performance. In the event Lender elects to demand
performance, it shall at all times thereafter have the right to demand payment
until all of the indebtedness has been paid in full. In the event Lender elects
to demand payment, it shall at all times thereafter have the right to demand
performance until all of the indebtedness has been paid in full.
8. SUBROGATION RIGHTS. Guarantor will not assert any right to which it
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may be or may become entitled, whether by subrogation, contribution or
otherwise, against Borrower or any other guarantor guaranteeing payment of any
portion of the indebtedness or against any of their respective properties, by
reason of the performance by Guarantor of its obligations under this Guaranty.
Guarantor also hereby waives any claim, right or remedy which Guarantor may now
have or hereafter acquire against Borrower that arises hereunder and/or from a
performance by Guarantor, including, but not limited to, any claim, remedy or
right of subrogation, reimbursement, exoneration, indemnification or
participation in any claim, right or remedy of Lender against Borrower or any
security which Lender has or hereafter acquires, whether or not such claim,
right or remedy arises in equity, under contract, by statute, under common law,
or otherwise.
9. COST OF ENFORCEMENT. In the event that the Note or this Guaranty are
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not paid when due on any stated or accelerated maturity date, or should it be
necessary for Lender to enforce any other of its rights under the Loan
Documents, Guarantor will pay to Lender, in addition to principal, interest and
other charges due hereunder or under the other Loan Documents, all costs of
collection or enforcement, including reasonable attorneys' fees, paralegals'
fees, legal assistants' fees, costs and expenses, whether incurred with respect
to collection, litigation, Bankruptcy proceedings, interpretation, dispute,
negotiation, trial, appeal, defense of actions instituted by a third party
against Lender arising out of or related to the Loan, enforcement of any
judgment based on this Guaranty, or otherwise, whether or not a suit to collect
such amounts or to enforce such rights is brought or, if brought, is prosecuted
to judgment.
10. GRANT. To secure the performance of this Guaranty, Guarantor grants
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to Lender a security interest in all property of Guarantor to the extent such
property is delivered concurrently herewith or is now, or at any time hereafter
is in the possession of Lender, and all proceeds, replacements, or substitutions
of all such property. Guarantor agrees that Lender shall have the rights and
remedies of a secured party under the Uniform Commercial Code as adopted by the
State of Florida with respect to all of the aforesaid property, including,
without limitation, the right to sell or otherwise dispose of any or all of such
property. Any notification of intended disposition of any property required by
law shall be deemed reasonably and properly given if given at least five (5)
calendar days before such disposition. Notwithstanding the foregoing, Lender
may, without further notice to anyone, apply or set off any balances, credits,
deposits, accounts, monies or other indebtedness at any time created by or due
from Lender to Guarantor against the amounts due hereunder.
11. TERM OF GUARANTY; WARRANTIES. This Guaranty shall continue in full
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force and effect until the indebtedness is fully paid, and all obligations of
Borrower and Guarantor are performed and discharged. This Guaranty covers the
indebtedness whether presently outstanding or arising subsequent to the date
hereof including all amounts advanced by Lender in stages or installments.
Guarantor warrants and represents to Lender, (I) that this Guaranty is binding
upon and enforceable against Guarantor, its heirs, personal representatives,
executors, successors, and assigns in accordance with its terms, (II) that the
execution and delivery of this Guaranty do not violate any applicable laws or
constitute a breach of any agreement to which Guarantor is a party, (III) that
there is no litigation, claim, action or proceeding pending, or, to the best
knowledge of Guarantor, threatened against Guarantor which would adversely
affect the financial condition of Guarantor or its ability to fulfill its
obligations hereunder. Guarantor agrees to promptly inform Lender of the
adverse determination of any litigation, claim, action or proceeding or the
institution of any litigation, claim, action or proceeding against Guarantor
which does or could adversely affect the financial condition of Guarantor or its
ability to fulfill its obligations hereunder.
12. FURTHER REPRESENTATIONS AND WARRANTIES. Guarantor further represents
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to Lender that Guarantor has knowledge of Borrower's financial condition and
affairs and represents and agrees that it will keep so informed while this
Guaranty is in force. Guarantor agrees that Lender has no present or future
obligation to investigate the financial condition or affairs of Borrower for the
benefit of Guarantor nor to advise Guarantor of any fact respecting, or any
change in, the financial condition or affairs of Borrower or any other guarantor
of the Loan which might come to the knowledge of Lender at any time, whether or
not Lender knows or believes or has reason to know or believe that any such fact
or change is unknown to Guarantor or might (or does) increase the risk of
Guarantor as guarantor or might (or would) affect the willingness of Guarantor
to continue as a guarantor with respect to the indebtedness.
13. FINANCIAL STATEMENTS. Guarantor shall submit annual financial
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statements to Lender on the Lender's form as requested by the Lender.
14. ADDITIONAL LIABILITY OF GUARANTOR. If Guarantor is or becomes liable
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for any indebtedness owing by Borrower to Lender by endorsement or otherwise
than under this Guaranty, such liability shall not be in any manner impaired or
reduced hereby but shall have all and the same force and effect it would have
had if this Guaranty had not existed and Guarantor's liability hereunder shall
not be in any manner impaired or reduced thereby.
15. CUMULATIVE RIGHTS. All rights of Lender hereunder or otherwise
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arising under any documents executed in connection with or as security for the
indebtedness are separate and cumulative and may be pursued separately,
successively or concurrently, or not pursued without affecting, reducing or
limiting any other right of Lender and without affecting, reducing, or impairing
the liability of Guarantor.
16. MULTIPLE COUNTERPARTS; PRONOUNS; CAPTIONS; SEVERABILITY. This
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Guaranty may be executed in multiple counterparts, each of which shall be deemed
an original but all of which shall constitute but one and the same document.
The pronouns used in this instrument shall be construed as masculine, feminine
or neuter as the occasion may require. Use of the singular includes the plural,
and vice versa. Captions are for reference only and in no way limit the terms
of this Guaranty. Invalidation of any one or more of the provisions of this
Guaranty shall in no way affect any of the other provisions hereof, which shall
remain in full force and effect. Use of the term "include" or "including" is
always without limitation. "Person" or "party" means any natural person or
artificial entity having legal capacity.
17. LENDER ASSIGNS. This Guaranty is intended for and shall inure to the
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benefit of Lender and each and every person who shall from time to time be or
become the owner or holder of any document evidencing or securing the
indebtedness, and each and every reference herein to Lender shall include and
refer to each and every successor or assignee of Lender at any time holding or
owning any part of or interest in any part of the indebtedness. This Guaranty
shall be transferable and negotiable with the same force and effect, and to the
same extent, that any document evidencing or securing all or any portion of the
indebtedness is transferable and negotiable, it being understood and stipulated
that upon assignment or transfer by Lender of any of the indebtedness, the legal
holder or owner of said indebtedness (or a part thereof or interest therein thus
transferred or assigned by Lender) shall (except as otherwise stipulated by
Lender in its assignment) have and may exercise all of the rights granted to
Lender under this Guaranty to the extent of that part of or interest in the
indebtedness thus assigned or transferred to said person. Guarantor expressly
waives notice of transfer or assignment of the indebtedness, or any part
thereof, or of the rights of Lender hereunder. Failure to give notice will not
affect the liabilities of Guarantor hereunder.
18. APPLICATION OF PAYMENTS. Lender may apply any payments received by it
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from any source against that portion of the indebtedness (principal, interest,
court costs, attorneys' fees or other) in such priority and fashion as it may
deem appropriate.
19. NOTICES. Unless otherwise provided, all notices required to be given
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hereunder shall be in writing and shall be deemed served on the earlier of (I)
receipt or (II) seventy-two (72) hours after deposit in registered, certified or
first-class United States mail, postage prepaid, and addressed to the parties at
the following addresses, or such other addresses as may from time to time be
designated by written notice given as herein required:
GUARANTOR: XXXXXX X. XXXXXX AND
--------- AMERICAN LEISURE HOLDINGS, INC., A NEVADA CORPORATION
0000 XXXX XXXX XXXX
XXXXXXX, XX 00000
LENDER: BANKERS CREDIT CORPORATION, INC.
------ L. Xxxxxxxxx Xxxxxxxxx, President
0000 Xxxxxxxx Xxxxxx Xxxxxxx Xxxx., Xxxxx 000
Xxxxxxxx, XX 00000
Personal delivery to a party or to any officer, partner, agent or employee of
such party, or if a proper person, to a member of his family, at its address
herein shall constitute receipt. Rejection or other refusal to accept or
inability to deliver because of changed address of which no notice has been
received shall also constitute receipt. Notwithstanding the foregoing, no
notice of change of address shall be effective until the date of receipt
thereof. This section shall not be construed in any way to affect or impair any
waiver of notice or demand herein provided or to require giving of notice or
demand to or upon Guarantor in any situation or for any reason.
20. CONFLICT OF LAW. This Guaranty shall be construed, interpreted,
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enforced and governed by and in accordance with the laws of the State of
Florida.
21. SUBMISSION TO JURISDICTION. Guarantor irrevocably and unconditionally
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(A) agrees that any suit, action or other legal proceeding arising out of or
relating to this Guaranty may be brought, at the option of Lender, in a court of
competent jurisdiction of the State of Florida or any United States District
Court; (B) consents to the jurisdiction of each such court in any such suit,
action or proceeding; (C) waives any and all personal rights under the laws of
any state to object to the laying of venue of any such suit, action or
proceeding in the State of Florida; and (D) agrees that service of any court
paper may be effected on Guarantor by mail, addressed and mailed as provided in
Section 19 hereof or in such other manner as may be provided under applicable
laws or court rules in the State of Florida. Nothing contained herein, however,
shall prevent Lender from bringing an action or exercising any rights against
any security or against Guarantor personally, and against any property of
Guarantor, within any other state. Initiating such proceeding or taking such
action in any other state shall in no event constitute a waiver of the agreement
contained herein that the law of the State of Florida shall govern the rights
and obligations of Guarantor and Lender hereunder or of the submission herein
made by Guarantor to personal jurisdiction within the State of Florida. The
aforesaid means of obtaining personal jurisdiction and perfecting service of
process are not intended to be exclusive but are cumulative and in addition to
all other means of obtaining personal jurisdiction and perfecting service of
process now or hereafter provided by the law of the State of Florida.
22. WAIVER OF HOMESTEAD. Guarantor waives any and all homestead and
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exemption rights which it may have under or by virtue of the Constitution or the
laws of the United States of America or of any state as against this Guaranty,
any renewal hereof, or any indebtedness represented hereby, and does jointly and
severally transfer, convey, and assign to Lender a sufficient amount of such
homestead or exemption as may be allowed, including such homestead or exemption
as may be set apart in Bankruptcy, to pay all amounts due hereunder in full,
with all costs of collection, and does hereby direct any trustee in Bankruptcy
having possession of such homestead or exemption to deliver to Lender a
sufficient amount of property or money set apart as exempt to pay the
indebtedness guaranteed hereby, or any renewal thereof, and does hereby appoint
Lender the attorney-in-fact for each of them, to claim any and all homestead
exemptions allowed by law.
23. CONTINUING LIABILITY. Notwithstanding any other provisions of this
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Guaranty, the indebtedness shall be deemed to include any and all liability,
damage, cost and expense, including reasonable attorneys' fees, paralegals' fees
and legal assistants' fees, which may hereafter be incurred by Lender as a
result of the Mortgaged Property:
a. having been used in the past or present or being used in the
future while the Mortgaged Property is owned by Borrower, for the
sale, handling, storage, transportation, or disposal of hazardous or
toxic materials, in violation of any Governmental Requirements in
effect from time to time regulating hazardous or toxic materials or
the Mortgaged Property; or
b. having contained or hereafter containing, while the Mortgaged
Property is owned by Borrower, asbestos or products containing
asbestos in violation of any laws, ordinances, or regulations of any
Governmental Authorities affecting asbestos or products containing
asbestos or the Mortgaged Property.
Payment of the Note shall not terminate the liability of
Guarantor created by this Section 23.
24. ORAL MODIFICATION INEFFECTIVE. This Guaranty may not be changed
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orally, and no obligation of Guarantor can be released or waived by Lender or
any officer or agent of Lender, except by a writing signed by a duly authorized
officer of Lender. This Guaranty shall be irrevocable by Guarantor until the
indebtedness has been completely repaid and all obligations and undertakings of
Borrower under, by reason of, or pursuant to the Loan Documents have been
completely performed, at which time Lender will terminate this Guaranty. This
Guaranty shall continue in full force and effect unless and until discharged or
released by Lender pursuant to a written instrument properly executed by an
appropriate officer of Lender. This Guaranty shall continue in full force and
effect unless and until discharged or released by Lender pursuant to a written
instrument properly executed by an appropriate officer of Lender.
25. REFERENCE TO OTHER LOAN DOCUMENTS. All of the terms, definitions,
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conditions and covenants of the Loan Agreement, the Note, the Mortgage, and the
Assignment are expressly made a part of this Guaranty by reference in the same
manner and with the same effect as if set forth herein at length and shall have
the meaning set forth in the Loan Agreement, the Note, the Mortgage, and the
Assignment unless otherwise defined herein.
26. WAIVER OF TRIAL BY JURY. THE PARTIES HEREBY MUTUALLY AGREE THAT
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NEITHER PARTY, NOR ANY ASSIGNEE, SUCCESSOR, HEIR, OR LEGAL REPRESENTATIVE OF THE
PARTIES (ALL OF WHOM ARE HEREINAFTER REFERRED TO AS THE "PARTIES") SHALL SEEK A
JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM, OR ANY OTHER LITIGATION
PROCEDURE BASED UPON OR ARISING OUT OF THIS GUARANTY, OR THE LOAN DOCUMENTS, OR
ANY INSTRUMENT EVIDENCING, SECURING, OR RELATING TO THE INDEBTEDNESS AND ANY
OTHER OBLIGATIONS EVIDENCED HEREBY, ANY RELATED AGREEMENT OR INSTRUMENT, ANY
OTHER COLLATERAL FOR THE INDEBTEDNESS EVIDENCED HEREBY OR THE DEALINGS OR THE
RELATIONSHIP BETWEEN OR AMONG THE PARTIES, OR ANY OF THEM. NONE OF THE PARTIES
WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED,
WITH ANY OTHER ACTION IN WHICH A JURY TRIAL HAS NOT BEEN WAIVED. THE PROVISIONS
OF THIS PARAGRAPH HAVE BEEN FULLY NEGOTIATED BY THE PARTIES. THE WAIVER
CONTAINED HEREIN IS IRREVOCABLE, CONSTITUTES A KNOWING AND VOLUNTARY WAIVER, AND
SHALL BE SUBJECT TO NO EXCEPTIONS. LENDER HAS IN NO WAY AGREED WITH OR
REPRESENTED TO GUARANTOR OR ANY OTHER PARTY THAT THE PROVISIONS OF THIS
PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.
IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be duly executed
as of the day and year first above written.
AMERICAN LEISURE HOLDINGS, INC., A NEVADA CORPORATION:
BY: /s/ Xxxxxxx X. Xxxxxx
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XXXXXXX X. XXXXXX, PRESIDENT
/s/ Xxxxxxx X. Xxxxxx
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XXXXXXX X. XXXXXX, INDIVIDUALLY
STATE OF FLORIDA
COUNTY OF ORANGE
The foregoing instrument was acknowledged before me on JANUARY 3, 2006, by
XXXXXXX X. XXXXXX, INDIVIDUALLY AND AS PRESIDENT OF AMERICAN LEISURE HOLDINGS
INC., ON BEHALF OF HIMSELF AND THE COMPANY. He is personally known to me; or has
produced as identification.
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Notary Seal: /s/ Xxxxx X. Xxxxx
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Notary Public
My Commission Expires:
