PERSONAL GUARANTY
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For value received and intending to be legally bound hereby, the
undersigned, Xxxxxxx X. Xxxxxx, as Guarantor, (a) hereby becomes surety to the
Obligee (defined below) to pay all amounts due pursuant to the obligation of
SUNSTONE GOLF RESORT, INC., a Florida corporation ("SGR"), AMERICAN LEISURE
MARKETING & TECHNOLOGY, INC., a Florida corporation ( "ALMT" ), CARIBBEAN
LEISURE MARKETING LIMITED, an Antiguan limited company ("CLM"), ADVANTAGE
PROFESSIONAL MANAGEMENT GROUP INC., a Florida corporation ("APMG") LEISURE XXXXX
XXXXXXXXXXXXX, LTD., a United Kingdom company ("LSI"), and AMERICAN LEISURE
HOLDINGS, INC., a Nevada Corporation ("ALHI" and together with SGR, ALMT, CLM,
APMG and LSI collectively referred to herein as the "OBLIGORS"), to STANFORD
VENTURE CAPITAL HOLDINGS, INC., a Delaware corporation (the "OBLIGEE"), its
successors, endorsees and assigns, arising from that certain Promissory Note
dated December 18, 2003 in the original principal amount of $6,000,000 (the
"OBLIGATION"), and hereby guarantees the timely payment of all amounts due under
the Obligation, and all extensions or renewals thereof, and all sums payable
under or by virtue thereof including, without limitation, all amounts of
principal and interest and all expenses (including attorneys' fees and costs of
collection) incurred in the collection thereof, the enforcement of rights
thereunder or with respect to any security thereof and the enforcement hereof,
and waive presentment, demand, notice of dishonor, protest, notice of protest
and all other notices whatsoever except as otherwise provided in this Guaranty;
(b) waives and consents to any disposition of any collateral held by the Obligee
or otherwise; and (c) consents and agrees that he is bound (except as limited by
Florida statutory law as amended from time to time) under the Obligation as
fully as though he was a maker thereof; (d) consents to the exercise by Obligee
of each and every remedy permitted by law, all without notice to or consent of
and without affecting the liability of the undersigned except as otherwise
provided in this Guaranty; and (e) further consents and agrees that he may be
sued by Obligee with or without joining any other parties to or guarantors of
the Obligation, whether primarily or secondarily liable, and without first or
contemporaneously suing or enforcing any security interest against any such
other persons, or otherwise seeking or proceeding to collect from him provided,
however, that Xxxxxx must first, or contemporaneously file a foreclosure under
the mortgage on real property owned by SGR, as set forth on Exhibit A attached
hereto, and hold Guarantor responsible only for the deficiency arising from such
foreclosure.
This Guarantee shall be released as provided in that certain Credit
Agreement, by and among Xxxxxxxx and Obligee, executed of even date herewith.
Guarantor warrants and represents to the Obligee that: (i) Guarantor is a
principal stockholder of the Obligor and will benefit from the making of the
loan to the Obligor; (ii) this Guaranty constitutes a legal, valid and binding
obligation of Guarantor, and is fully enforceable in accordance with its terms,
except to the extent enforceability may be limited by bankruptcy, insolvency or
other similar laws affecting creditors' rights generally; and (iii) neither the
execution nor delivery of this Guaranty, nor fulfillment of nor compliance with
the terms and provisions hereof, will conflict with, or result in a breach of
the terms, conditions or provisions of, or constitute a default under any
agreement or instrument to which Guarantor is now a party or by which Guarantor
may be bound, nor will result in the creation of any lien, charge or encumbrance
upon any of Guarantor's property or assets.
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The Guarantor agrees that the liability of Guarantor hereunder is
present, absolute, unconditional, continuing, primary, direct and independent of
the obligations of the Obligor. Obligee shall not be required to pursue or
exhaust any other remedies before invoking the benefits of this Guaranty except
as expressly provided herein. Nothing herein contained shall prevent Obligee,
however, from suing the Obligor with or without making the Guarantor a party to
the suit, or from exercising any other rights permitted by law, and if such suit
or other remedy is availed of, only the net proceeds therefrom, after deduction
of all charges and expenses of every kind and nature whatsoever, shall be
applied in reduction of the amount due on the Obligation, and Obligee shall not
be required to institute or prosecute proceedings to recover any deficiency as a
condition of payment hereunder or enforcement hereof.
Notwithstanding anything to the contrary contained herein, Obligee shall
not exercise any of its rights under this Guarantee unless and until Obligors
shall have defaulted after Obligee has timely made demand upon the Obligors.
This Guaranty shall be assignable solely by the Obligee, and upon notice
of such assignment the Guarantor shall make payment to the assignee at the
assignee's address.
GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT
HE MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH THE OBLIGATION OR ANY OTHER
AGREEMENT, DOCUMENT OR INSTRUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION
HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO.
[SIGNATURE ON FOLLOWING PAGE]
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PERSONAL GUARANTY
Dated: December , 2003 _____________________________
Xxxxxxx X. Xxxxxx
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