GUARANTY
FOR VALUE RECEIVED, the undersigned does hereby guaranty the performance by
Baywood International, Inc. a Nevada Corporation ("Baywood"), of each, every and
all of the terms, covenants and provisions of that certain note ("Note") dated
the ___ day of March, 2007, by and between JSH Partners ("JSH") and Baywood, as
if the undersigned were made signatory to such Note. The undersigned
specifically agrees to guaranty the payment of all monies due or to become due
and the performance of all acts required of Xxxxxxx under said Note. It is
agreed that JSH would not enter into said Note with Xxxxxxx if the undersigned
did not agree to perform each of the covenants, terms and provisions, etc. of
said Note, and pay all monies due under said Note from Baywood to JSH. The
undersigned waives any right to require as a condition precedent to the bringing
of an action of the Guaranty that an action need be brought against Baywood. In
the event an action is commenced to enforce Guaranty, the undersigned shall pay
all court costs and reasonable attorneys' fees.
The undersigned hereby waives and agrees not to assert or take advantage of: (a)
any right to require JSH to proceed against Baywood or any other person or to
pursue any other remedy before proceeding against the undersigned; (b) the
defense of any statute of limitations in any action under or related to this
Note; (c) any right or defense that may arise by reason of the incapacity, lack
of authority, death or disability of Baywood or any other person; and (d) any
right or defense arising by reason of the absence, impairment, modification,
limitation, destruction or cessation (in bankruptcy, by an election of remedies,
or otherwise) of the liability of Baywood, of the subrogation rights of the
undersigned or of the right of the undersigned to proceed against Baywood for
reimbursement.
The undersigned hereby waives and agrees not to assert or take advantage of any
right or defense based on the absence of any or all presentments, demands
(including demands for performance), notices (including notices of adverse
changes in the financial status of Baywood or other facts which increase the
risk to the undersigned, notices of non-performance and notices of acceptance of
this Guaranty) and protests of each and every kind.
Should any one or more provisions of this Guaranty be determined to be illegal
or unenforceable, all other provisions shall nevertheless be effective. This is
a continuing guaranty.
The Guaranty applies to, inures to the benefit of and binds all parties hereto,
their heirs, devisees, legatees, executors, administrators, representatives,
successors and assigns.
AGREED:
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X. XXX XXXXX
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PROMISSORY NOTE
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$2,000,000 New York, New York March 30, 2007
FOR VALUE RECEIVED, the undersigned promises to pay to JSH Partners, or order,
at JSH Partners, c/o Northeast Securities, Inc, 000 Xxxx Xxxxxx, XX, XX 00000
the sum of Two Million Dollars ($2,000,000) with interest at the annual rate of
twelve percent (12%) on or before 90 days from the date of execution hereof. If
not paid in full by such date, all unpaid principal plus twelve percent (12%)
interest until paid is due and payable. Undersigned shall pay a late charge of
five percent (5%) of any sum of payment not received by JSH Partners, within
fifteen (15) days after its due date.
Each payment shall be credited first on interest then due and the remainder on
principal; and interest shall thereupon cease upon the principal so credited.
Should interest not be so paid it shall thereafter bear like interest as the
principal, but such unpaid interest so compounded shall not exceed an amount
equal to simple interest on the unpaid principal at the maximum rate permitted
by law. Should default be made in payment of any installment of principal or
interest when due the whole sum of principal and interest shall become
immediately due at the option of the holder of this note. Principal and
interest payable in lawful money of the United States. If action be instituted
on this note we promise to pay all sums as the Court may fix as attorney's fees.
This note is to be construed and enforced according to the laws of the State of
New York.
BAYWOOD INTERNATIONAL, INC.
a Nevada Corporation
By: /s/ Xxxx Xxxxxxxxxx
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Its: President & C.E.O.
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