Guaranty Agreement
Exhibit
10.136
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”).
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 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 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 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
to Lender’s Actions or Inactions.
Guarantor consents that 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 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 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 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 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 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 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 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 statements to Lender on the Lender’s
form as requested by the Lender.
14 Additional
Liability of Guarantor.
If
Guarantor is or becomes liable 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 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
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 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 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 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, enforced and governed by and in
accordance with the laws of the State of Florida.
21 Submission
to Jurisdiction.
Guarantor irrevocably and unconditionally (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 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 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 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, 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 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 CORPORATION, a Nevada Corporation:
By:
_____________________________________
Xxxxxx
X. Xxxxxx, President
_________________________________________
Xxxxxx
X. Xxxxxx, individually
STATE
OF _________________
COUNTY
OF _______________
The
foregoing instrument was acknowledged before me on January
3, 2006, by
Xxxxxx
X. Xxxxxx, individually and as President of American Leisure Corporation, on
behalf of himself and the company.
He
”
is
personally known to me; or ”
has
produced ___________________________ as identification.
Notary
Seal:
__________________
Notary
Public
My
Commission Expires: