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EXHIBIT 10.4
GUARANTEE AGREEMENT
Xxxxxx X. Xxxxx (the "Guarantor") hereby irrevocably and
unconditionally guarantees to Maxxis Group, Inc. (the "Holder") the due and
punctual payment, performance and satisfaction of all obligations of The Anchora
Company (the "Maker") under that certain $120,000.00 Promissory Note dated May
1, 1997 payable by the Maker to the Holder (the "Note"), including, but not
limited to, the obligations to pay principal, interest and costs of collection.
It is specifically understood and agreed that: (i) the Holder shall not
be required to exhaust its remedies against the Maker before proceeding against
the Guarantor with respect to the payment, performance and satisfaction of the
foregoing obligations under the Note; (ii) the Guarantor waives any right to
notice to which he may be entitled as a result of this Guarantee Agreement;
(iii) the Guarantor's obligations under this Guarantee Agreement shall not be
discharged as a result of any waiver, modification or extension of the
provisions of the Note made or agreed to by the Holder or the Maker, and instead
the Guarantor's obligations under this Guarantee Agreement shall apply to the
Note as so waived, modified or extended; and (iv) the Guarantor shall not be
entitled to assert the invalidity or unenforceability of the Note as against the
Maker as a defense to the Guarantor's obligations under this Guarantee
Agreement.
In the event that the Note, or any part thereof, is collected from
Guarantor by or through an attorney-at-law, Guarantor agrees to pay all costs of
collection including, but not limited to, attorneys' fees equal to 15% of the
principal and interest then due.
No delay by the Holder in exercising any right or remedy shall be
construed to be a waiver thereof, but any such right or remedy may be exercised
from time to time and as often as Holder may be deem expedient. Time is of the
essence hereunder. This Guarantee Agreement shall be governed by the laws of the
State of Georgia, as applied to contracts negotiated, executed, delivered and to
be performed entirely in such State.
NOTICE OF ACCEPTANCE, PRESENTMENT, DEMAND, NOTICE OF DISHONOR, PROTEST
OR ANY OTHER NOTICES WHATSOEVER, AND DILIGENCE IN COLLECTION OR PROTECTION OF OR
REALIZATION UPON ANY OBLIGATION HEREUNDER, ARE HEREBY WAIVED BY GUARANTOR.
This Guarantee Agreement shall be binding upon the Guarantor and his
personal representatives, heirs, successors and assigns. This Guarantee
Agreement shall inure to the benefit of the Holder and its successors and
assigns.
IN WITNESS WHEREOF, the Guarantor has executed and delivered this
instrument, under seal, as of May 1, 1997.
/s/ Xxxxxx X. Xxxxx (L.S.)
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Xxxxxx X. Xxxxx
ACCEPTED AND AGREED:
Maxxis Group, Inc.
By:/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
Chairman of the Board
