CONFIRMATION OF EFFECTIVE DATE AND CLOSING DATE
THIS CONFIRMATION OF EFFECTIVE DATE AND CLOSING DATE AGREEMENT (the
"CONFIRMATION"), is dated March 24, 2004, is made by and among SUNSTONE GOLF
RESORT, INC., a Florida corporation ("SGR"), AMERICAN LEISURE MARKETING &
TECHNOLOGY, INC., a Florida corporation ("ALMT"), ADVANTAGE PROFESSIONAL
MANAGEMENT GROUP INC., a Florida corporation ("APMG"), CARIBBEAN LEISURE
MARKETING LIMITED, an Antiguan limited company ("CLM"), CASTLECHART LIMITED, a
United Kingdom private limited company ("CC") and AMERICAN LEISURE HOLDINGS,
INC., a Nevada corporation ("ALHI") together with SGR, ALMT, APMG, CLM and CC
collectively referred to herein as the "BORROWERS" and individually as a
"BORROWER"), XXXXXXX XXXXXX, an individual (the "GUARANTOR") and STANFORD
VENTURE CAPITAL HOLDINGS, INC. (the "LENDER"). All other capitalized terms used
in this Confirmation and not otherwise defined have the meanings set forth in
the Credit Agreement (as hereinafter defined).
W I T N E S S E T H
WHEREAS, the Borrowers, Guarantor and Lender (collectively the "PARTIES")
have executed that certain $6,000,000.00 Credit Agreement and First Amendment to
Credit Agreement dated as of December 18, 2003 (together, the "CREDIT
Agreement"); and
WHEREAS, the Borrowers and/or the Guarantor and/or the Lender have
executed the documents required to be executed pursuant to the provisions of the
Credit Agreement on different occasions prior to the date of this Confirmation;
WHEREAS, the Parties wish to avoid confusion and establish and confirm the
Effective Date and the Closing Date for the transaction described in the Credit
Agreement (the "TRANSACTION");
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements set forth herein, and other good and valuable consideration
exchanged between the parties, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Closing Date. Notwithstanding the date of execution of any document
related to the Transaction executed prior to the date hereof, the Parties agree
and hereby confirm that the Closing Date shall be March 24, 2004.
2. Effective Date. Notwithstanding the date of execution of any document
related to the Transaction executed prior to the date hereof, including, without
limitation, the Note, the Mortgages, the Assignment, and all documents
collateral thereto, the Parties agree and hereby confirm that each document
shall be effective as of December 18, 2003.
[SIGNATURES BEGIN ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties hereto have caused this Confirmation to be
effective on the date first written above.
"BORROWERS"
SUNSTONE GOLF RESORT, INC.
a Florida corporation
By:
-------------------------------- -----------------------------------
(Signature of Witness) Xxxxxxx Xxxxxx, President
--------------------------------
(Printed Name of Witness)
AMERICAN LEISURE MARKETING &
TECHNOLOGY, INC.,
a Florida corporation
By:
-------------------------------- -----------------------------------
(Signature of Witness) Xxxxxxx Xxxxxx, Director
--------------------------------
(Printed Name of Witness)
ADVANTAGE PROFESSIONAL
MANAGEMENT GROUP INC.,
a Florida corporation
By:
-------------------------------- -----------------------------------
(Signature of Witness) Xxxxxxx Xxxxxx, President
--------------------------------
(Printed Name of Witness)
CARIBBEAN LEISURE MARKETING in
LIMITED, an Antiguan limited company
By:
-------------------------------- -----------------------------------
(Signature of Witness) Xxxxxxx Xxxxxx, Director
--------------------------------
(Printed Name of Witness)
CASTLECHART LIMITED,a United
Kingdom private limited company
By:
-------------------------------- -----------------------------------
(Signature of Witness) Xxxxxxx Xxxxxx, Director
--------------------------------
(Printed Name of Witness)
AMERICAN LEISURE HOLDINGS, INC.
a Nevada corporation
By:
-------------------------------- -----------------------------------
(Signature of Witness) Xxxxxxx Xxxxxx, President
--------------------------------
(Printed Name of Witness)
"GUARANTOR"
--------------------------------
(Signature of Witness)
-------------------------------- --------------------------------------
(Printed Name of Witness) Xxxxxxx Xxxxxx, President
"LENDER"
STANFORD VENTURE CAPITAL
HOLDINGS, INC.
--------------------------------
(Signature of Witness)
By:
-------------------------------- --------------------------------------
(Printed Name of Witness) Name:
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Title:
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