EXHIBIT 10-3


GUARANTY


          IN CONSIDERATION of the sum of One Dollar ($1.00), cash in hand paid, and other valuable consideration, as well as for the purpose of seeking to induce BRANCH BANKING AND TRUST COMPANY, having a principal office at 1300 S. Babcock Street, Melbourne, Florida 32901 (hereinafter termed the “Bank”), to extend credit to SOUTHEAST POWER CORPORATION, a Florida corporation (hereinafter termed the “Principal”), the undersigned (hereinafter termed the “Guarantor”) does hereby absolutely and unconditionally guarantee to said Bank and to its endorsers, transferees, successors or assigns of either this guaranty or any of the obligations secured hereunder, the prompt payment and performance, according to their respective terms, of all liabilities (as hereinafter defined) of the Principal to the Bank.

	
  
1.
  	
  
The term   “Liability” or “Liabilities” as used herein shall include, without   limitation, all of the obligations of the Guarantor hereunder, and all   liabilities and obligations of Principal to Bank, and all payment and   performance obligations of Principal under the Loan Documents. This guaranty   is additional and supplemental to any and all other guaranties heretofore and   hereafter executed by any Guarantor for benefit of Bank, whether or not relating   to the Liabilities, and shall not supersede or be superseded by any other   document or guaranty executed by any Guarantor or any other person or entity   for any purpose.
  
	
  
 
  	
  
 
  
	
  2.
  	
  
The   Guarantor waives notice of acceptance of this guaranty and notice of any   Liability to which it may apply, and waives presentment, demand for payment,   protest, notice of dishonor or nonpayment of any Liabilities and any suit or   the taking of other action by Bank against and any other notice to any party   liable thereon (including the Guarantor).
  
	
  
 
  	
  
 
  
	
  
3.
  	
  
Bank may at   any time and from time to time without notice to the Guarantor (except as   required by law), without incurring responsibility to the Guarantor, without   impairing, releasing or otherwise affecting the obligations of the Guarantor,   in whole or in part, and without the endorsement or execution by the   Guarantor of any additional consent, waiver or guaranty (a) change the   manner, place or terms of payment, and change or extend the time of or renew   or alter, any Liability or installment thereof, or any security therefor, and   may lend additional monies or extend additional credit to Principal, with or   without security, thereby creating new Liabilities, the payment of which   shall be guaranteed hereunder, and the guaranty herein made shall apply to   the Liabilities as so changed, extended, renewed, increased or otherwise   altered; (b) sell, exchange, release, surrender, realize upon or otherwise   deal with in any manner and in any order
any property at any time pledged or   mortgaged to secure the Liabilities and any offset thereagainst; (c) exercise   or refrain from exercising any rights against Principal or others (including   the Guarantor) or act or refrain from acting in any other manner; (d) settle   or compromise any Liability or any security therefor and may subordinate the   payment of all or any part thereof to the payment of any Liability (whether   or not due) of Principal to creditors of Principal other than Bank and the   Guarantor; and (e) apply any sums from any sources to any Liability without   regard to any Liabilities remaining unpaid.
  



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4.
  	
  
No   invalidity, irregularity or unenforceability of all or any part of the   Liabilities or of any security therefor shall affect, impair or be a defense   to this guaranty, and this guaranty is a primary and absolute obligation of   the Guarantor.
  
	
  
 
  	
  
 
  
	
  
5.
  	
  
This   guaranty is a continuing one, and all Liabilities to which it applies or may   apply under the terms hereof shall be conclusively presumed to have been   created in reliance hereon. The death or insanity of any Guarantor shall have   the effect of a notice of termination only after the Bank has actually   received written notice from such Guarantor’s legal representative; provided,   however, that no notice of such death or insanity shall affect, in any   manner, rights arising under this guaranty with respect to Liabilities that   shall have been created, contracted, assumed or incurred prior to receipt by   Bank of written notice of such death or insanity, or Liabilities that shall   have been created, contracted for, assumed or incurred after receipt of such   written notice pursuant to any agreement entered into by Bank prior to   receipt of such notice, and the estate of such Guarantor shall then remain   liable for any such Liabilities, and the
sole effect of such notice of such   death or insanity shall be to exclude (as to that Guarantor only) from this   guaranty Liabilities thereafter arising that are unconnected with Liabilities   theretofore arising or transactions theretofore entered into.
  
	
   
  	
  
 
  
	
  
6.
  	
  
Notwithstanding   anything to the contrary contained herein, this guaranty shall stand as and   for the Guarantor’s guaranty of those certain credits granted by Bank to   Principal evidenced by that certain revolving line of credit promissory note   of Principal to Bank dated of even date herewith in the original principal   amount of THREE MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS   ($3,500,000.00) according to the terms thereof, and to all renewals,   extensions, and modifications thereof, plus interest thereon, and any   disbursements made for the payment of taxes, levies, or insurance on the   mortgaged property, and for maintenance, repair, protection, and preservation   of the mortgaged property, with interest on such disbursements. Bank, by its   acceptance hereof, agrees that upon payment to Bank in full of the herein   described indebtedness, this guaranty shall be of no further force and   effect.
  
	
  
 
  	
  
 
  
	
  
7.
  	
  
All notices   provided to be given to Bank herein shall be sent by registered or certified   mail, return receipt requested, to the address shown in the preamble to this   agreement.
  
	
  
 
  	
  
 
  
	
  
8.
  	
  
Any and all   rights and claims of the Guarantor against Principal or any of its property   shall be subordinate and subject in right of payment to the prior payment in   full of all Liabilities.
  
	
   
  	
  
 
  
	
  
9.
  	
  
Bank at all   times, and from time to time, following any material adverse change in the   financial condition of any one of the Guarantor shall have the right to   require the Guarantor to deliver to Bank, as security for the Liabilities,   collateral security, original or additional, satisfactory to Bank.
  




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10.
  	
  
As security   for the Liabilities, Bank is hereby given a lien upon, security title to and   a security interest in all property of the Guarantor now or at any time   hereafter in possession of Bank in any capacity whatsoever, and whether joint   or by the entireties, including but not limited to any balance or share of   any deposit, account, trust, agency or special account, or items of monies of   the Guarantor now or hereafter in the possession or control of or otherwise   with Bank, to include all dividends and distributions thereon or other rights   in connection therewith, and Bank shall have such right to such property as   authorized by law. Without limiting the generality of the foregoing, Bank   shall have a prior perfected security interest to secure the Liabilities and   may, at any time or from time to time at its option and without notice: (a)   appropriate and apply towards the payment of any of the Liabilities the   balance of any such account of
the Guarantor, and (b) transfer into its own   name or that of its nominee any such property in the possession or custody of   Bank.
  
	
   
  	
  
 
  
	
  
11.
  	
  
The   Guarantor shall be in default hereunder upon: (a) non-payment of any   Liability when due; (b) failure of Principal or the Guarantor to perform any   agreement creating or otherwise affecting any Liability or any provision   hereof, or to pay in full, when due, any other obligation of Principal or the   Guarantor; (c) the dissolution, death or insanity, termination of existence,   insolvency, or business failure of Principal or the Guarantor, appointment of   a receiver of any part of the property of Principal or of any material part   of the property of Guarantor, assignment for the benefit of creditors or the   commencement of any proceedings in bankruptcy or insolvency by Principal or   by the Guarantor or the failure to timely contest to or to dismiss within   thirty (30) days of filing, any involuntary proceeding seeking the   adjudication of Principal, or the Guarantor as bankrupt or insolvent; (d) the   entry of a final, unappealable judgment having a
material adverse effect   against Principal or the Guarantor; (e) the taking of possession of any   substantial part of the property of Principal or the Guarantor at the   instance of any governmental authority; (f) the merger, consolidation or   reorganization of Principal or the Guarantor; (g) the determination by Bank   that a material adverse change has occurred in the financial condition of   Principal or the Guarantor from the conditions set forth in the most recent   financial statement of any such party heretofore furnished to Bank or from   the condition of such party as heretofore most recently disclosed to Bank in   any manner; or (h) falsity in any material respect of, or any material omission   in any representation or statement made to Bank by or on behalf of Principal   or the Guarantor in connection with any Liability or other obligation of such   parties.
  
	
  
 
  	
  
 
  
	
  12.
  	
  
Upon the   occurrence of any default hereunder, Bank shall have all of the remedies of a   creditor and to the extent applicable, of a secured party, under all   applicable law.  Without limiting the   generality of the foregoing, Bank may, at its option and without notice or   demand: (a) declare any Liability accelerated and due and payable at once,   and  (b) take possession of any   collateral security wherever located, and sell, resell, assign, transfer and   deliver all or any part of said property of Principal or the Guarantor, at   any public or private sale, for cash or on credit, and upon any such sale,   Bank, unless prohibited by law the provisions of which cannot be waived, may   purchase all or any part of said property to be sold, free from and   discharged of all trusts, claims, right of redemption and equities of the   Principal or Guarantor whatsoever; and (c) set off against any or all   Liabilities or other obligations of the
Guarantor all money owed by Bank in   any capacity to the Guarantor whether or not due, and also set off against   all other Liabilities of Principal or obligations of the Guarantor to Bank   all money owed by Bank in any capacity to any Principal or the Guarantor, and   Bank shall be deemed to have exercised such right of setoff and to have made   a charge against any such money immediately upon the occurrence of such   default although made or entered on the books subsequent thereto.  Until all of the obligations of Principal   to Bank have been paid and performed in full, Guarantor shall have no right   of subrogation to Bank against Principal, and Guarantor hereby waives any   rights to enforce any remedy which Bank may have against Principal and any   rights to participate in any security for the note.
  




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  13.
  	
  
Guarantor   shall pay all costs of collection and reasonable attorneys’ fees, including   reasonable attorneys’ fees of any suit out of court, in trial, on appeal, in   bankruptcy proceedings or otherwise, incurred or paid by Bank in enforcing   the payment of any Liability or enforcing or preserving any right or interest   of Bank hereunder, including the collection, sale or delivery of any   collateral security from time to time pledged hereunder, and after deducting   such fees, costs and expenses from the proceeds of sale or collection, Bank   may apply any residue to pay any of the Liabilities and the Guarantor shall   continue to be liable for any deficiency with interest, which shall remain a   Liability.
  
	
  
 
  	
  
 
  
	
  
14.
  	
  
If claim is   ever made upon Bank for repayment or recovery of any amount or amounts   received by Bank in payment or on account of any of the Liabilities and Bank   repays all or part of said amount by reason of any judgment, decree or order   of any court or administrative body having jurisdiction over Bank or any of   its property or any settlement or compromise of any such claim effected by   Bank with any such claimant (including Principal), then the Guarantor agrees   that any such judgment, decree, order, settlement or compromise shall be   binding upon the Guarantor, notwithstanding any revocation hereof or the   cancellation of any note or other instrument evidencing any Liability, and the   Guarantor shall be and remain liable to Bank hereunder for the amount so   repaid or recovered to the same extent as if such amount had never originally   been received by Bank.
  
	
  
 
  	
  
 
  
	
  15.
  	
  
Any   acknowledgment, new promise, payment of principal or interest, or otherwise,   whether by Principal or others (including the Guarantor), with respect to any   of the Liabilities shall, if the statute of limitations in favor of the   Guarantor against Bank shall have commenced to run, toll the running of such   statute of limitations and, if the period of such statute of limitations   shall have expired, prevent the operation of such statute of limitations.
  
	
  
 
  	
  
 
  
	
  
16.
  	
  
Bank shall   not be bound to take any steps necessary to preserve any rights in any of the   property of the Guarantor against prior parties who may be liable in   connection therewith, and the Guarantor hereby agrees to take any such   steps.  Bank may, nevertheless, at any   time after and during the continuance of a default (a) take any action it may   deem appropriate for the care or preservation of such property or of any   rights of the Guarantor or Bank therein, (b) demand, sue for, collect or   receive any money or property at any time due, payable or receivable on   account of or in exchange for any property of the Guarantor, (c) compromise   and settle with any person liable on such property, or (d) extend the time of   payment or otherwise change the terms thereof as to any party liable thereon,   all without notice to, without incurring responsibility to, and without   affecting any of the obligations of the Guarantor.
  




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  17.
  	
  
No delay on   the part of Bank in exercising any of its options, powers or rights, or   partial or single exercise thereof, shall constitute a waiver thereof. No   waiver of any of its rights hereunder, and no modification or amendment of   this guaranty, shall be deemed to be made by Bank unless the same shall be in   writing, duly signed on behalf of Bank, and each such waiver, if any, shall   apply only with respect to the specific instance involved, and shall in no   way impair the rights of Bank or the obligations of the Guarantor to Bank in   any other respect at any other time.
  
	
  
 
  	
  
 
  
	
  
18.
  	
  
Bank shall   not be required to proceed first against Principal, or any other person, firm   or corporation, whether primarily or secondarily liable, or against any   collateral security held by it, before resorting to the Guarantor for   payment, and the Guarantor shall not be entitled to assert as a defense to   the enforceability of the guaranty set forth herein any defense of Principal   with respect to any Liability.
  
	
  
 
  	
  
 
  
	
  
19.
  	
  
Guarantor   hereby subordinates any and all indebtedness of Principal now or hereafter   owed to Guarantor to all indebtedness of Principal to Bank, and agrees with   Bank that Guarantor shall not demand or accept any payment of principal or   interest from Principal, shall not claim any offset or other reduction of   Guarantor’s obligations hereunder because of any such indebtedness and shall   not take any action to obtain any of the security described in and encumbered   by the security instruments; provided, however, that, if Bank so requests,   such indebtedness shall be collected, enforced and received by Guarantor as   trustee for Bank and be paid over to Bank on account of the indebtedness of   Principal to Bank, but without reducing or affecting in any manner the   Liability of Guarantor under the other provisions of this Guaranty.
  
	
   
  	
  
 
  
	
  
20.
  	
  
Guarantor   warrants and represents to Bank that all financial statements heretofore   delivered by said Guarantor to Bank are true and correct in all respects as   of the date hereof.
  





	
  
 
  	
  
a.
  	
  
Guarantor   shall promptly, from time to time, furnish Bank with such financial reports   and data as Bank may request.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
b.
  	
  
Bank shall   have no duty to pass on to Guarantor at any time its knowledge about the   financial affairs or condition of Principal or of any other Guarantor of the   Liabilities.  Guarantor warrants that   it has independent means to keep itself informed about these matters.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
c.
  	
  
The Bank is   hereby authorized to deliver a copy of any financial statements, tax returns   or any other information relating to the business operations or financial   condition of any  Guarantor which may   be furnished to it or come to its attention pursuant to the Loan Documents or   otherwise, to any regulatory body or agency having jurisdiction over Bank or   to any person which shall, or shall have the right or obligation to, succeed   to all or any part of  Bank’s interest   (or any interest) in the Loan Documents.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
21.
  	
  
This   guaranty may not be changed orally or by implication, and no obligation of   Guarantor can be released or waived by Bank or any officer or agent of Bank,   except by a writing, signed by a duly authorized officer of Bank.  This guaranty shall be irrevocable by   Guarantor until all indebtedness guaranteed hereby has been completely repaid   and all obligations and undertakings of Principal under, by reason of, or   pursuant to the note and loan documents have been completely performed.
  




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22.
  	
  
If from any   circumstances whatsoever fulfillment of any provisions of this guaranty, at   the time performance of such provision shall be due, shall involve   transcending the limit of validity prescribed by any applicable usury statute   or any other applicable law as of the date hereof, with regard to obligations   of like character and amount, then ipso facto the obligation to be fulfilled   shall be reduced to the limit of such validity, so that in no event shall any   exaction be possible under this guaranty that is in excess of the limit of   such validity as of the date hereof, but such obligation shall be fulfilled   to the limit of such validity.  The   provisions of this paragraph shall control over every other provision of this   guaranty.
  
	
  
 
  	
  
 
  
	
  
23.
  	
  
The failure   of any other person to sign this guaranty shall not release or affect the   obligations or liability of the Guarantor.    If more than one party executes this Guaranty, the obligations of the   Guarantor hereunder shall be joint and several and the term “Guarantor” shall   include each as well as all of them. This Guaranty may be executed in any   number of counterparts, each of which shall be deemed an original instrument,   but all such counterparts together shall constitute one and the same   instrument.
  
	
  
 
  	
  
 
  
	
  
24.
  	
  
The term   “Guarantor” wherever used herein shall mean the Guarantor or any one or more   of them. Anyone executing this guaranty shall be bound by the terms hereof   without regard to execution by anyone else. This guaranty is binding upon the   Guarantor, his, their, or its executors, administrators, successors or assigns,   and shall inure to the benefit of Bank, its successors, endorsees or assigns.   This Guaranty shall in no event be impaired by any change which may arise by   reason of the death of Principal or Guarantor, if individuals, or by reason   of the dissolution of Principal or Guarantor, if Principal or Guarantor is a   corporation or partnership.
  
	
   
  	
  
 
  
	
  
25.
  	
  
Notwithstanding   anything to the contrary in this guaranty, the Guarantor hereby irrevocably   waives all rights it may have at law or in equity (including, without limitation,   any law subrogating the Guarantor to the rights of the Bank) to seek   contribution, indemnification, or any other form of reimbursement from the   Principal, or any other person now or hereafter primarily liable for any   obligation of the Principal to the Bank, for any disbursement made by the   Guarantor under or in connection with this guarantee or otherwise.
  
	
  
 
  	
  
 
  
	
  
26.
  	
  
This   agreement has been delivered in the State of Florida and shall be construed   in accordance with the laws of Florida. Wherever possible, each provision of   this agreement shall be interpreted in such manner as to be effective and   valid under applicable law, but if any provision of this agreement shall be   prohibited by or invalid under applicable law, such provision shall be   ineffective to the extent of such prohibition or invalidity, without   invalidating the remainder of such provision or the remaining provisions of   this agreement. To the extent permitted by applicable law, the Guarantor   hereby waives any provision of law that renders any provision hereof   prohibited or unenforceable in any respect. Guarantor, whether or not a   Florida resident, hereby waives any plea or claim of lack of personal   jurisdiction or improper venue in any action, suit or proceeding brought upon   to enforce this Guaranty or the Liabilities.    The Guarantor
specifically authorizes any such action to be instituted   and prosecuted in any Circuit Court in Florida, or United States District   Court of Florida, at the election of Bank, where venue would lie and be   proper against any Principal.
  



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27.
  	
  
GUARANTOR   AND BANK HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT   EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON,   OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS GUARANTY AND ANY   AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE   OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR   ACTIONS OF EITHER PARTY.  THIS   PROVISION IS A MATERIAL INDUCEMENT FOR THE BANK MAKING THE LOAN OR EXTENSION   OF CREDIT EVIDENCED BY THIS AGREEMENT.
  




Signatures on following page


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Dated this   July 13, 2006.
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
Signed,   sealed and delivered
   in the presence of:
  	
  
 
  	
  
“GUARANTOR”
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
THE   GOLDFIELD CORPORATION,
  
	
  
 
  	
  
 
  	
  
 
  	
  
a Delaware   corporation
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
By:
  	
  
/s/ STEPHEN   R. WHERRY
  
	
  
 
  	
  
/s/ DORITA   M. PRESSLEY
  	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  


  	
  
 
  	
  
 
  	
  
STEPHEN R.   WHERRY
  
	
  
  
  	
  
Print Name:  DORITA M.   PRESSLEY
  	
  
 
  	
  
 
  	
  
Treasurer
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
/s/ GERALYN   M. KAISER
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  


  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Print Name:  GERALYN M.   KAISER 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
STATE OF   GEORGIA
  	
  
 
  	
  
 
  	
  
 
  
	
  
COUNTY OF   GWINNETT
  	
  
 
  	
  
 
  	
  
 
  




          The foregoing instrument was executed and  acknowledged before me this July 13, 2006, by STEPHEN R. WHERRY, as Treasurer of THE GOLDFIELD CORPORATION, a Delaware corporation, on its behalf.

	
   
  	
  
 
  	
  
/s/ RHONDA   M. BROWN
  
	
  
 
  	
  
 
  	
  


  
	
  
(SEAL)
  	
  
 
  	
  
Signature of   Notary Public
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
RHONDA M.   BROWN 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Name of   Notary Public
  
	
   
  	
   
  	
  (Typed,   Printed or stamped)
  



Personally Known  ____________ OR  Produced Identification _________________________

 Type of Identification Produced: __________________________________________________

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