Guaranty


    Exhibit
      10.12

    


    GUARANTY

     

    
      	
              $4,450,000

               

            	
              June
                26, 2007

               

            


    

    WHEREAS,
      COSTA
      BLANCA I REAL ESTATE, LLC,
      a
      Florida limited liability company, having an address at 2460 Sand Lake Road,
      Orlando, Florida 32809, (the “Borrower”),
      has
      requested from KENNEDY
      FUNDING, INC.,
      a New
      Jersey corporation, having its principal place of business at Two University
      Plaza, Suite 402, Hackensack, New Jersey 07601 (“Agent”),
      as
      agent for lenders identified in Schedule
      A
      annexed
      to the Note (as hereinafter defined) (Agent and Lenders identified in Schedule
      A
      are hereinafter collectively referred to as “Lender”),
      a
      loan in the principal sum of FOUR
      MILLION FOUR HUNDRED FIFTY THOUSAND ($4,450,000) DOLLARS
      (the
“Loan”),
      which
      Loan will be evidenced by a promissory note (the “Note”)
      from
      Borrower to Lender, and secured by, among other things, that certain Loan and
      Security Agreement (the “Loan
      Agreement”)
      and
      that certain Mortgage and Security Agreement (the “Mortgage”) from Borrower to
      Lender, all of the foregoing being of even date herewith. All capitalized terms
      used herein but not defined shall have the meaning ascribed to such terms in
      the
      Loan Agreement;

     

    WHEREAS,
      Lender is willing to make the Loan to Borrower only if, among other things,
      the
      undersigned (sometimes referred to herein, individually and collectively, as
      the
“Guarantor”)
      executes and delivers this Guaranty of Payment (“Guaranty”)
      and
      guarantees payment to Lender of the Debt (as hereinafter defined) in the manner
      provided herein; and

     

    WHEREAS,
      the undersigned expects to derive benefit from the Loan.

     

    NOW,
      THEREFORE, in order to induce Lender to make the Loan to Borrower, the
      undersigned hereby guarantees absolutely and unconditionally to Lender the
      payment of the Debt and covenants and agrees with Lender as
      follows:

     

    1. Recitals.
      The
      recitals set forth above are incorporated herein by reference.

     

    2. Guaranty
      Clause.
      The
      Guarantor hereby absolutely, irrevocably and unconditionally guaranties to
      Lender the full, prompt and unconditional payment of the Debt, when and as
      the
      same shall become due, whether at the stated maturity date, by acceleration
      or
      otherwise, and the full, prompt and unconditional performance of each and every
      term and condition of every transaction to be kept and performed by Borrower
      under the Note. This Guaranty is a primary obligation of Guarantor and shall
      be
      a continuing inexhaustible guaranty. Lender may require Guarantor to pay and
      perform any or all of the Guarantor’s liabilities and obligations under this
      Guaranty and may proceed immediately against Guarantor without being required
      or
      obligated to bring any proceeding or take any action against Borrower, any
      other
      guarantor or any other person, entity or property prior thereto. The liability
      of each Guarantor hereunder is joint and several
      with all other Guarantors and all other guarantors, and is independent of and
      separate from the liability of Borrower, any other guarantor, person or entity,
      and is independent of the availability of any collateral security for and/or
      under any documents granting Lender security for the Loan.

     

    


    
      
        
           

           

          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

    


     

    (a) The
      term
“Debt”
as
      used
      in this Guaranty shall mean the principal sum evidenced by the Note and secured
      by the Mortgage, together with interest thereon at the rate of interest
      specified in the Note and all other sums which may or shall become due and
      payable pursuant to the provisions of the Note, Mortgage, Loan Agreement, or
      any
      other agreement, document or certificate executed and/or delivered by Borrower
      to Lender in connection with the Loan, including any and all modifications,
      amendments, and ratifications thereto (collectively the “Loan
      Documents”).

     

    (b) The
      undersigned agrees that, upon demand, the undersigned will reimburse Lender,
      to
      the extent that such reimbursement is not made by Borrower, for all expenses
      (including reasonable counsel fees) incurred by Lender in connection with the
      collection of the Debt or any portion thereof, including any expenses incurred
      in any post-judgment proceedings to collect and enforce such judgment. This
      provision is separate and several and shall survive the merger of this Guaranty
      into any judgment on this Guaranty.

     

    (c) All
      moneys available to Lender for application in payment or reduction of the Debt
      may be applied by Lender in such manner and in such amounts and at such time
      or
      times and in such order and priority as Lender may see fit to the payment or
      reduction of such portion of the Debt or other obligations of Borrower as Lender
      may elect.

     

    (d) This
      Guaranty is an absolute, continuing, unconditional and unlimited guaranty of
      payment and not merely of collection and Lender shall be entitled to payment
      from the undersigned without first commencing any action against Borrower or
      resorting to any security or to any credit on the books of Lender in favor
      of
      Borrower. The undersigned acknowledges and agrees that this Guaranty and any
      or
      all other guaranties made to Lender in connection with this Loan are joint
      and
      several guaranties.

     

     

    


    
      
        
           

           

          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

    
      3. Lender’s
        Rights.
        The
        undersigned hereby consents that from time to time, before or after any default
        by Borrower, with or without further notice to or assent from the undersigned,
        (i) any security at any time held by or available to Lender for any obligation
        of Borrower, (ii) any security at any time held by or available to Lender
        for
        any obligation of any other person or party secondarily or otherwise liable
        for
        all or any portion of the Debt, and/or (iii) any obligation arising under
        any
        other guaranty to Lender made in connection with the Loan, may be exchanged,
        surrendered or released and any obligation of Borrower may be changed, altered,
        renewed, extended, continued, surrendered, compromised, waived or released
        in
        whole or in part, or any default with respect thereto waived, and Lender
        may
        fail to set off and may release, in whole or in part,
        any
        balance of any credit on its books in favor of Borrower, and may extend further
        credit in any manner whatsoever to Borrower, and generally deal with Borrower
        or
        any such security or obligation and the undersigned shall remain bound under
        this Guaranty notwithstanding any such exchange, surrender, release, change,
        alteration, renewal, extension, continuance, compromise, waiver, inaction,
        extension of further credit or other dealing. No invalidity, irregularity
        or
        unenforceability of all or any part of the Debt or the impairment or loss
        of
        security or obligation therefor, whether caused by any action or inactions
        of
        Lender or otherwise, shall affect or impair this Guaranty.

    

     

    4. Guarantor
      Waivers.
      The
      undersigned hereby waives and agrees not to assert or take advantage of any
      defense based upon:

     

    (a) Notice
      of
      acceptance of this Guaranty and of the making of the Loan by Lender to
      Borrower;

     

    (b) Presentment
      and demand for payment of the Debt or any portion thereof;

     

    (c) Protest
      and notice of dishonor or default to the undersigned with respect to the Debt
      or
      any portion thereof;

     

    (d) Notice
      of
      intent to accelerate, notice of acceleration and all other notices to which
      the
      undersigned might otherwise be entitled;

     

    (e) Any
      demand for payment under this Guaranty;

     

    (f) The
      incapacity, lack of authority, death or disability of Borrower or any other
      person or entity;

     

    (g) The
      failure of Lender to commence an action against Borrower and/or Guarantor or
      to
      proceed against or exhaust any security held by Lender at any time, or to pursue
      any other remedy whatsoever at any time;

     

    (h) Any
      duty
      on the part of Lender to disclose to the undersigned any facts Lender may now
      or
      hereafter know regarding Borrower, regardless of whether Lender has reason
      to
      believe (i) that any such facts materially increase the risk beyond that which
      the undersigned intends to assume, or (ii) that such facts are unknown to the
      undersigned, the undersigned acknowledging that he, she or it is fully
      responsible for being and keeping informed of the financial condition and
      affairs of Borrower;

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (i) Lack
      of
      notice of default, demand of performance or notice of acceleration to Borrower
      or any other party with respect to the Loan or Borrower’s obligations guaranteed
      hereby;

     

    (j) The
      consideration for this Guaranty (or lack or inadequacy thereof);

    


    (k) Any
      acts
      or omissions of Lender which vary, increase or decrease the risk on the
      undersigned;

     

    (l) Any
      rights or defenses based upon an offset by the undersigned against any
      obligation now or hereafter owed to the undersigned by Borrower;

     

    (m) Any
      statute of limitations affecting the liability of the undersigned hereunder,
      the
      liability of Borrower or Guarantor under the Loan Documents or the enforcement
      hereof, to the extent permitted by law;

     

    (n) The
      application by Borrower of the proceeds of the Loan for purposes other than
      the
      purposes represented by Borrower to Lender and the undersigned or intended
      or
      understood by Lender or the undersigned;

     

    (o) An
      election of remedies by Lender, including any election to proceed against any
      collateral by judicial or nonjudicial foreclosure, whether real property or
      personal property, or by deed in lieu thereof, and whether or not every aspect
      of any foreclosure sale is commercially reasonable, and whether or not any
      such
      election of remedies destroys or otherwise impairs the subrogation rights of
      the
      undersigned or the rights of the undersigned to proceed against Borrower or
      any
      guarantor by way of subrogation or for reimbursement or contribution, or all
      such rights;

     

    (p) Any
      statute or rule of law which provides that the obligation of a surety must
      be
      neither larger in amount nor in any other aspects more burdensome than that
      of
      the principal obligor;

     

    (q) Lender’s
      election, in any proceeding instituted under Title 11 of the United States
      Code
      (the “Bankruptcy
      Code”),
      of
      the application of Section 1111(b)(2) of the Bankruptcy Code or any successor
      statute; and

     

    (r) Any
      borrowing or any grant of a security interest under Section 364 of the
      Bankruptcy Code. 

     

    THIS
      IS
      AN UNCONDITIONAL AND IRREVOCABLE WAIVER OF ANY RIGHTS AND DEFENSES THE
      UNDERSIGNED MAY HAVE BECAUSE BORROWER’S DEBT IS SECURED BY INTERESTS IN REAL
      PROPERTY.

     

    5. Collection
      and Enforcement.
      

     

    (a) LENDER
      MAY COLLECT FROM THE UNDERSIGNED WITHOUT FIRST FORECLOSING ON ANY REAL OR
      PERSONAL PROPERTY COLLATERAL PLEDGED BY BORROWER; AND

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (b) IF
      LENDER
      FORECLOSES ON ANY REAL PROPERTY COLLATERAL PLEDGED BY BORROWER:

    


    i. THE
      AMOUNT OF THE DEBT MAY BE REDUCED ONLY BY THE PRICE FOR WHICH THAT COLLATERAL
      IS
      SOLD AT A FORECLOSURE SALE, EVEN IF THE COLLATERAL IS WORTH MORE THAN THE SALE
      PRICE; AND

     

    ii. LENDER
      MAY COLLECT FROM THE UNDERSIGNED EVEN IF LENDER, BY FORECLOSING ON THE REAL
      PROPERTY COLLATERAL, HAS DESTROYED ANY RIGHT THE UNDERSIGNED MAY HAVE TO COLLECT
      FROM BORROWER.

     

    6. Successors
      and Assigns.
      Each
      reference herein to Lender shall be deemed to include its successors and
      assigns, in whose favor the provisions of this Guaranty shall also inure. Each
      reference herein to the undersigned shall be deemed to include the heirs,
      executors, administrators, legal representatives, successors and assigns of
      the
      undersigned, all of whom shall be bound by the provisions of this
      Guaranty.

     

    7. Limitation.
      Notwithstanding anything herein to the contrary, the obligation of Malcolm
      J.
      Wright shall be limited to any deficiency that exists upon liquidation of any
      real or personal property collateral and exercise of all rights against
      Borrower, American Leisure Holdings, Inc. and TDS Amenities, Inc., provided,
      however, that the Borrower and/or Guarantor, their agents, servants and/or
      employees take no action to hinder, frustrate or delay the Lender in its efforts
      to enforce any right to collect the outstanding Debt from any of the real or
      personal property pledged as collateral for the Loan in the event of default
      by
      the Borrower, except that the Borrower shall have the right to contest a
      non-monetary default.

     

    8. No
      Waiver.
      No
      delay on the part of Lender in exercising any rights hereunder or failure to
      exercise the same shall operate as a waiver of such rights; no notice to or
      demand on the undersigned shall be deemed to be a waiver of the obligation
      of
      the undersigned or of the right of Lender to take further action without notice
      or demand as provided herein; nor in any event shall any modification or waiver
      of the provisions of this Guaranty be effective unless in writing nor shall
      any
      such waiver be applicable except in the specific instance for which such waiver
      is given.

     

    9. Representations
      and Warranties.
      To
      further induce Lender to make the Loan to Borrower, the Guarantor makes the
      following warranties and representations, with the knowledge that Lender will
      rely on the veracity thereof:

     

    
 

    
      
        
           

           

          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

    (a) The
      execution and delivery by the Guarantor of this Guaranty and any other document
      executed and/or delivered by the Guarantor to Lender in connection therewith
      (collectively, the “Guaranty
      Documents”),
      and
      the performance of the obligations thereunder, do not and will not: (a) violate
      any provision of law, rule, regulation, order, writ, judgment, injunction,
      decree, determination or award presently in effect having applicability to
      the
      Guarantor; or (b) result in any breach of or constituteany
      default under any indenture or loan or credit agreement or any other agreement,
      lease or instrument to which the Guarantor is a party or by which the Guarantor
      or his/her/their/its properties may be bound or affected, and the Guarantor
      is
      not in default under any such law, rule, regulation, order, writ, judgment,
      injunction, decree, determination or award or any such indenture, agreement,
      lease or instrument.

     

    (b) There
      is
      no material action, suit, proceeding, inquiry or investigation, at law or in
      equity, or before any court, governmental instrumentality, public board or
      arbitrator pending or threatened against or affecting the Guarantor or any
      of
      his properties or rights, wherein an unfavorable decision, ruling or finding
      would (i) to the extent not covered by insurance as to which the insurer has
      not
      disclaimed coverage, result in any material adverse change in the financial
      condition, business, properties or operations of the Guarantor; (ii) materially
      or adversely effect the Guaranty; or (iii) adversely effect the validly or
      enforceability of the Guaranty Documents.

     

    (c) The
      Guarantor is in compliance with all applicable laws.

     

    (d) Borrower
      is a pre-existing entity actively engaged in the operation of its business
      and
      has not been created as a vehicle to obtain the Loan. The proceeds of the Loan
      will be used by Borrower solely to (a) discharge or release liens upon the
      real
      property encumbered by the Mortgage (the “Property”)
      or for
      other business purposes directly related to the Property, and (b) pay fees
      and
      other amounts related thereto or to the making of the Loan, and the proceeds
      of
      the Loan will not be paid over or diverted by Borrower to any member, officer,
      director or shareholder of Borrower, the Guarantor, any other guarantors of
      the
      Loan or any other person.

     

    (e) On
      the
      date hereof, (i) the assets of the Guarantor exceed his liabilities, and (b)
      the
      Guarantor is paying his debts as they become due.

     

    10. No
      Subrogation.
      Notwithstanding any payments made by the undersigned pursuant to the provision
      of this Guaranty, the undersigned shall have no right of subrogation in and
      to
      the Note, or any other security held by or available to Lender for the Debt
      or
      the payment thereof until the Debt has been paid in full to Lender.

     

    11. Limitation
      of Remedies.
      The
      Guarantor is hereby prohibited from exercising against Lender or Agent any
      right
      or remedy which it might otherwise be entitled to exercise against any one
      or
      more (but less than all) of the individual parties constituting Lender,
      including, without limitation, any right of set-off or any defense.

     

    12. Miscellaneous.

     

     

    
      
        
           

           

          
          

        

        
          6

          
            

          

        

        
          
          

        

      

    

    
      (a) Governing
        Law.
        This
        Guaranty is, and shall be deemed to be, a contract entered into under and
        pursuant to the laws of the State of New Jersey and shall be in all respects
        governed, construed, applied and enforced in accordance with the
        lawsof
        said
        state without regard to conflicts of laws considerations; and this Guaranty
        shall be construed without regard to any presumption or rule requiring
        construction against the party causing such instrument or any portion thereof
        to
        be drafted; and no defense given or allowed by the laws of any other state
        or
        country shall be interposed in any action or proceeding hereon unless such
        defense is also given or allowed by the laws of the State of New Jersey.
        The
        undersigned agrees to submit to personal jurisdiction in the State of New
        Jersey
        in any action or proceeding arising out of this Guaranty and, in furtherance
        of
        such agreement, the undersigned hereby agrees and consents that without limiting
        other methods of obtaining jurisdiction, personal jurisdiction over the
        undersigned in any such action or proceeding may be obtained within or without
        the jurisdiction of any court located in New Jersey and that any process
        or
        notice of motion or other application to any such court in connection with
        any
        such action or proceeding may be served upon the undersigned by registered
        mail
        to or by personal service at the last known address of the undersigned, whether
        such address be within or without the jurisdiction of any such
        court.

    

     

    (b) Waivers.
      The
      Guarantor hereby waives any claim, right or remedy which the Guarantor may
      now
      have or hereafter acquire against Borrower that arises hereunder and/or from
      the
      performance by the Guarantor hereunder, including, without limitation, any
      claim, remedy or right of subrogation, reimbursement, exoneration, contribution,
      indemnification, or participation in any claim, right or remedy of Lender
      against Borrower or any security which Lender now has or hereafter acquires,
      whether or not such claim, right or remedy arises in equity, under contract,
      by
      statute, under common law or otherwise. The foregoing waiver by the Guarantor
      shall terminate and be of no further force or effect at such time as the entire
      Debt has been fully and indefeasibly paid to and received by
      Lender.

     

    (c) Severability.
      A
      determination that any portion of this Guaranty is unenforceable or invalid
      shall not affect the enforceability or validity of any other provision, and
      any
      determination that the application of any provision of this Guaranty to any
      circumstance is illegal or unenforceable shall not affect the enforceability
      or
      validity of such provision as it may apply to other circumstances.

     

    (d) Notices.
      All
      notices, consents, approvals and requests required or permitted hereunder or
      under any other Loan Document shall be given in writing and shall be effective
      for all purposes if hand delivered or sent by (a) certified or registered United
      States mail, postage prepaid, return receipt requested or (b) expedited prepaid
      delivery service, either commercial or United States Postal Service, with proof
      of attempted delivery, and by telecopier (with answer back acknowledged),
      addressed as follows (or at such other address and a person as shall be
      designated from time to time by any party hereto, as the case may be, in a
      written notice to the other parties hereto in the manner provided for in this
      Section):

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
              If
                to Lender:

            	
              Kennedy
                Funding, Inc.

            
	 	
              Two
                University Plaza, Suite 402

            
	 	
              Hackensack,
                New Jersey 07601

            
	 	
              Attention:
                Jeffrey Wolfer

            
	 	
              Facsimile
                No. (201) 342-8373

            
	 	 
	
              With
                a copy to:

            	
              Cole,
                Schotz, Meisel, Forman & Leonard P.A.

            
	 	
              25
                Main Street

            
	 	
              Hackensack,
                New Jersey 07602-0800

            
	 	
              Attention:
                Michael R. Leighton, Esq.

            
	 	
              Facsimile
                No.: (201) 489-1536

            
	 	 
	
              If
                to Guarantor:

            	
              American
                Leisure Holdings, Inc.

            
	 	
              2460
                Sand Lake Road Orlando, Florida
                32809

               

            
	 	
              Malcolm
                Wright 

            
	 	
              xxxx
                xxxx xxxxx xxxxxxx xxxx xxxxx 

              xxxxxx,
                xxxxxxx xxxxx

               

            
	 	
              TDS
                Amenities, Inc. 

            
	 	
              2460
                Sand Lake Road 

            
	 	
              Orlando,
                Florida 32809

               

            
	
              With
                a copy to:

            	
              Jason
                G. Williams, Esq. 

            
	 	
              American
                Leisure Holdings, Inc. 

            
	 	
              2460
                Sand Lake Road 

            
	 	
              Orlando,
                Florida 32809

            
	 	
              Facsimile
                No.:  (407) 251-8455

            
	 	 
	
              With
                a copy to:

            	
              Philip
                L. Logas, Esq.

            
	 	
              Philip
                L. Logas, P.A.

            
	 	
              55
                E. Pine Street

            
	 	
              Orlando,
                Florida 32801

            
	 	
              Facsimile
                No.: (407) 849-1570

            


    

    


    A
      notice
      shall be deemed to have been given: in the case of hand delivery, at the time
      of
      delivery; in the case of registered or certified mail, when delivered or the
      first attempted delivery on a business day; or in the case of expedited prepaid
      delivery and telecopy, upon the first attempted delivery on a business
      day.

     

     

     

    


    
      
        
           

           

          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

     

     

    (e) Jury
      Trial Waiver.
      THE
      UNDERSIGNED AGREES THAT ANY SUIT, ACTION OR PROCEEDING, WHETHER CLAIM OR
      COUNTERCLAIM, BROUGHT BY THE UNDERSIGNED OR LENDER ON OR WITH RESPECT
      TOTHIS
      GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE DEALINGS OF THE PARTIES WITH RESPECT
      HERETO OR THERETO, SHALL BE TRIED ONLY BY A COURT AND NOT BY A JURY. LENDER
      AND
      THE UNDERSIGNED EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
      ANY
      RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING. FURTHER, THE
      UNDERSIGNED WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER, IN ANY SUCH SUIT,
      ACTION OR PROCEEDING, ANY SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL OR OTHER
      DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. THE UNDERSIGNED
      ACKNOWLEDGES AND AGREES THAT THIS PARAGRAPH IS A SPECIFIC AND MATERIAL ASPECT
      OF
      THIS GUARANTY AND THAT LENDER WOULD NOT EXTEND CREDIT TO BORROWER IF THE WAIVERS
      SET FORTH IN THIS PARAGRAPH WERE NOT A PART OF THIS GUARANTY.

     

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          9

          
            

          

        

        
          
          

          
          

        

      

    

    



    IN
      WITNESS WHEREOF, the undersigned has executed this Guaranty as of the date
      first
      above set forth.

     

    
      	
              WITNESS:

               

              /s/
                Jason Williams

              Name:
                Jason Williams

            	
              GUARANTOR:

               

              /s/
                Malcolm J. Wright

              MALCOLM
                J. WRIGHT

               

              Residence
                Address:

               

              xxxx
                xxxx xxxxx xxxxxxx xxxx xxxxx

              xxxxxx,
                xxxxxxx xxxxx

              Social
                Security Number: xxx-xx-xxxx

               

            
	
              WITNESS:

               

               

               

               

               

              /s/
                Jason Williams

              Name:
                Jason Williams

            	
              GUARANTOR:

               

              AMERICAN
                LEISURE HOLDINGS, INC.
                a
                Nevada corporation

               

               

               

              By:
                /s/ Malcolm J. Wright

              Name:
                Malcolm J. Wright

              Title:
                Chief Executive Officer

               

            
	
              WITNESS:

               

               

               

               

               

              /s/
                Jason Williams

              Name:
                Jason Williams

            	
              GUARANTOR:

               

              TDS
                AMENITIES, INC.
                a
                Florida corporation

               

               

               

              By:
                /s/ Malcolm J. Wright

              Name:
                Malcolm J. Wright

              Title:
                Chief Executive Officer

               

            


    

    


     

    


     

    


     

    


    
      
        
           

          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

    


    


     

    
      	
              STATE
                OF FLORIDA

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF ORANGE

               

            	
              )

               

            


    

    


     

    I
      certify
      that on June 20th, 2007, Malcolm J. Wright came before me in person and
      stated to my satisfaction that he/she:

     

    (a)
       made
      the
      attached instrument; and

     

    (b)
       was
      authorized to and did execute this instrument on behalf of and as Chief
      Executive Officer of AMERICAN LEISURE HOLDINGS, INC., a Nevada corporation
      (the
“Company”), the entity named in this instrument, as the free act and deed of the
      Company, by virtue of the authority granted by its bylaws and its board of
      directors.

     

    


    
      	 	
              /s/ J.K. Hudson

              NOTARY PUBLIC

              #DD459074

            


    

     

     

    

      
        	
                 

                STATE
                  OF FLORIDA

              	
                 

                )

              
	
              	
                )
                  ss.:

              
	
                COUNTY
                  OF ORANGE

                 

              	
                )

                 

              


      

    

     

    On
      the 20th day of June, 2007, before me personally came Malcolm J.
      Wright, who being by me duly sworn, did depose and say that he signed, sealed
      and delivered this instrument as his voluntary act and deed.

     

    
      


      
        	 	
                /s/ J.K. Hudson

                NOTARY PUBLIC

                #DD459074

              


      

      
 

    

     

    


    
      
        
           

           

          
          

        

        
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              STATE
                OF FLORIDA

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF ORANGE

               

            	
              )

               

            


    

    


     

    I
      certify
      that on June 20th, 2007, Malcolm J. Wright came before me in person and
      stated to my satisfaction that he/she:

     

    (a) made
      the
      attached instrument; and

     

    (b) was
      authorized to and did execute this instrument on behalf of and as Chief
      Executive Officer of TDS AMENITIES, INC., a Florida corporation (the “Company”),
      the entity named in this instrument, as the free act and deed of the Company,
      by
      virtue of the authority granted by its bylaws and its board of
      directors.

     

    
      


      
        	 	
                /s/ J.K. Hudson

                NOTARY PUBLIC

                #DD459074

              


      

       

      


    

    
      
        
        

      

      
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