ex10_1.htm


     

    Exhibit
      10.1

     

    GUARANTY

     

    GUARANTY
      dated as of June 26, 2007 ("Guaranty") made by Envirosafe Corporation, a
      Delaware corporation with offices at 16 Naner Street, Wanshou Road, Suite 602,
      Haizhu District, Guangzhou, P. R. China (the "Guarantor"), in favor of R. Chris
      Cottone, an individual, having his principal place of business at 7951 SW 6th Street,
      Suite 216,
      Plantation FL 33324 (the "Lender").

     

    WITNESSETH

     

    WHEREAS,
      SI CHUAN DA ZHU FU DA ZHU MA FANG ZHI YOU XIAN GONG SI, a Chinese corporation
      (the "Borrower"), and the Lender are parties to a note, dated as of even date
      herewith (such note, as amended, restated, supplemented or otherwise modified
      from time to time, being hereinafter referred to as the "Note");

     

    WHEREAS,
      pursuant to the Note, the Guarantor, and Wen, Jia Shun, a natural person
      ("Wen"); Wen and the Guarantor collectively are referred to as the "Guarantors";
      this Guaranty and the Guaranties entered into by the Guarantor, and Wen
      collectively are referred to as the "Guarantees") was required to execute and
      deliver to the Lender a guaranty guaranteeing the Note and all other obligations
      under the Note and the pledge agreement by and between the Pledgor thereunder
      and the Lender of even date herewith (such pledge agreement, as amended,
      restated, supplemented or otherwise modified from time to time, being
      hereinafter referred to as the "Pledge Agreement"; the Note, the Guarantees
      and
      the Pledge Agreement, together with all other documents required to be delivered
      in connection herewith and therewith are collectively referred to as the "Loan
      Documents"); and

     

    WHEREAS,
      the Guarantor has (a) received the sum of $10 for execution of this Guaranty,
      and (b) determined that (i) it will derive substantial benefit and advantage
      from the Loan and other financial accommodations made available to the Borrower
      under the Note and the other Loan Documents and the new financing being entered
      into contemporaneously herewith, and (ii) its execution, delivery and
      performance of this Guaranty directly benefits, and is within the best interests
      of, the Guarantor;

     

    NOW,
      THEREFORE, in consideration of the premises and the agreements herein, the
      Guarantor hereby agrees with the Lender, as follows:

     

    Section
      1. Definitions. Reference is hereby made to the Note for a statement of
      the terms thereof. All terms used in this Guaranty which are defined in the
      Note
      and not otherwise defined herein shall have the same meanings herein as set
      forth therein. As used in this Guaranty, the following terms have the following
      meanings (terms defined in the singular to have the same meaning when used
      in
      the plural and vice versa):

     

    "Borrower"
      has the meaning specified in the preamble above. 

     

    "Guaranty"
      means this Guaranty.

     

    "Guaranteed
      Obligations" means any and all present and future liabilities and obligations
      of
      the Borrower and any of the Guarantors to the Lender incurred by the Borrower
      or
      any of the Guarantors, and whether due or to become due, secured or unsecured,
      absolute or contingent, joint or several, direct or indirect, acquired outright,
      conditionally or as collateral security by the Lender from another, liquidated
      or unliquidated, arising by operation of law or otherwise, together with all
      fees and expenses incurred in collecting any or all of the items specified
      in
      this definition or enforcing any rights under any of the Loan Documents,
      including all fees and expenses of the Lender's counsel and of any experts
      and
      agents which may be paid or incurred by the Lender in collecting any such items
      or enforcing any such rights.

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    Section
      2. Rules of Interpretation. When used in this Guaranty: (1) "or" is not
      exclusive, (2) a reference to a law or document includes any amendment or
      modification to such law or document and (3) a reference to an agreement,
      instrument or document includes any amendment or modification of such agreement,
      instrument or document.

     

    Section
      3. Guaranty. The Guarantor hereby guarantees to the Lender and his
      successors, endorsees, transferees and assigns the prompt and complete payment,
      as and when due and payable (whether at stated maturity or by required
      prepayment, acceleration, demand or otherwise), of all of the Guaranteed
      Obligations now existing or hereafter incurred will be paid strictly in
      accordance with their terms.

     

    Section
      4. Limitation of Liability. The obligation of the Guarantor under this
      Guaranty shall be limited to an aggregate amount equal to the largest amount
      that would not render the obligation of the Guarantor under this Guaranty
      subject to avoidance under Section 548 of the United States Bankruptcy Code
      or
      any comparable provision of any applicable state law.

     

    Section
      5. Type of Guaranty. This Guaranty is absolute and unconditional and as
      such is not subject to any conditions and the Guarantor is fully liable to
      perform all of its duties and obligations under this Guaranty as of the date
      of
      execution of this Guaranty. This Guaranty is a continuing guaranty and applies
      to all future Guaranteed Obligations. In addition, this Guaranty shall remain
      in
      full force and effect even if at any time there are no outstanding Guaranteed
      Obligations. This Guaranty is a guaranty of payment and not of collection.
      The
      obligations and liabilities of the Guarantor under this Guaranty shall not
      be
      conditioned or contingent upon the pursuit by the Lender of any right or remedy
      against the Borrower, the Guarantor or any other person which may be or become
      liable in respect of all or any part of the Guaranteed Obligations, or against
      any assets securing the payment of the Guaranteed Obligations or guarantee
      for
      such Guaranteed Obligations or right of setoff with respect to such Guaranteed
      Obligations. This Guaranty is irrevocable and as such cannot be cancelled,
      terminated or revoked by the Guarantor.

     

     Section
      6. Reinstatement of Guaranty. This Guaranty shall continue to be
      effective or shall be reinstated, as the case may be, if at any time any
      payment, or any part thereof, of any of the Guaranteed Obligations are rescinded
      or must otherwise be returned by the Lender upon the insolvency, bankruptcy,
      dissolution, liquidation or reorganization of the Borrower, the Guarantor or
      otherwise, all as though such payment had not been made.

     

    The
      Guarantor hereby consents that, without the necessity of any reservation of
      rights against the Guarantor and without notice to or further assent by the
      Guarantor, any demand for payment of any of the Guaranteed Obligations made
      by
      the Lender may be rescinded by the Lender and any of such Guaranteed Obligations
      continued after such rescission.

     

     Section
      7. Security Interest. To secure the payment of the obligations of the
      Guarantor under this Guaranty, the Guarantor has executed an Affidavit of
      Confession of Judgment in the form annexed hereto as Exhibit
      1.

     

     Section
      8. Waiver of Notices. The Guarantor hereby waives any and all notices
      including (1) notice of or proof of reliance by the Lender upon this Guaranty
      or
      acceptance of this Guaranty, (2) notice of the incurrence of any Guaranteed
      Obligations or the renewal, extension or accrual of any such Guaranteed
      Obligations, (3) notice of any actions taken by the Lender, the Borrower, the
      Guarantor or any other person under any Guaranty Document, and (4) notices
      of
      nonpayment or nonperformance, protest, notices of protest and notices of
      dishonor.

     

     Section
      9. Waiver of Defenses. The Guarantor hereby waives any and all defenses
      to the performance by the Guarantor of its duties and obligations under this
      Guaranty, including any defense based on any of the following:

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    (1)  any
      failure of the Lender to disclose to the Guarantor any information relating
      to
      the business, condition (financial or otherwise), operations, performance,
      properties or prospects of any party obligated to make payment on any and all
      Guaranteed Obligations, whether as principal or guarantor, now or hereafter
      known to the Lender,

     

    (2)  any
      defense to the payment of any or all the Guaranteed Obligations, including
      lack
      of validity or enforceability of any of the Guaranteed Obligations or any of
      the
      Loan Documents, any change in the time, manner or place of payment of, or in
      any
      other tern in respect of, all or any of the Guaranteed Obligations, or any
      other
      amendment or waiver of or consent to any departure from any Loan
      Document,

     

    (3)  any
      exchange or release of, or non-perfection of any security interest on or in
      any
      assets securing the payment of the Guaranteed Obligations,

     

    (4)  any
      failure to execute any other guaranty for all or any part of the Guaranteed
      Obligations, or any release or amendment or waiver of, or consent to any
      departure from, any other guaranty for any or all of the Guaranteed
      Obligations,

     

    (5)  any
      subordination of any or all of the Guaranteed Obligations,

     

    (6)  any
      act
      or omission of the Lender in connection with the enforcement of, or the exercise
      of rights and remedies, including any election of, or the order of exercising
      any, remedies, with respect to (a) the Guaranteed Obligations, (b) any other
      guarantor of the Guaranteed Obligations, or (c) any assets securing the payment
      of the Guaranteed Obligations,

     

    (7)  any
      manner of application of any funds received by the Lender to Guaranteed
      Obligations or any other obligations owed to the Lender, whether from the sale
      or disposition of any assets securing the Guaranteed Obligations, from another
      guarantor of the Guaranteed Obligations or otherwise, and

     

    (8)    any
      failure to give or provide any notices, demands or protests, including those
      specified under Section 8 herein, entitled "Waiver of
      Notices".

     

    Section
      10. Subrogation. The Guarantor may not exercise any rights which the
      Guarantor may acquire by way of subrogation or contribution, whether acquired
      by
      any payment made under this Guaranty, by any setoff or application of funds
      of
      the Borrower, by the Lender or otherwise, until (1) the payment in full of
      the
      Guaranteed Obligations (after the Lender no longer has any obligation or
      arrangement to provide credit to the Borrower, including under or pursuant
      to a
      line of credit), and (2) the payment of all fees and expenses to be paid by
      the
      Guarantor pursuant to this Guaranty. If any amount shall be paid to the
      Guarantor on account of such subrogation or contribution rights at any time
      when
      all of the Guaranteed Obligations and all such other expenses shall not have
      been paid in full (after the Lender no longer has any obligation or arrangement
      to provide credit to the Borrower, including under or pursuant to a line of
      credit), such amount shall be held in trust for the benefit of the Lender,
      shall
      be segregated from the other funds of the Guarantor and shall forthwith be
      paid
      over to the Lender to be credited and applied in whole or in part by the Lender
      against the Guaranteed Obligations, whether matured or unmatured, and all such
      other fees and expenses in accordance with the terms of the Loan
      Documents.

    
 

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    Section
      11. Representations. At the time of execution of this Guaranty and each
      time the Lender provides credit as noted above, the Guarantor represents and
      warrants to the Lender as follows:

     

    (1)  Name.
      The exact legal name of the Guarantor is the name specified in the preamble
      to this Guaranty. The Guarantor has not been known by any other names during
      the
      two (2) years prior to the date of the Guaranty.

     

    (2) 
      Location.
      The principal location of the Guarantor is as specified in the preamble
      to
      this Guaranty.

     

    (3)  No
      Contravention. The execution, delivery and performance by the Guarantor of
      this Guaranty do not and will not (a) violate any provision of any law, order,
      writ, judgment, injunction, decree, determination, or award presently in effect
      applicable to the Guarantor, (b) result in a breach of or constitute a 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
      its
      properties may be bound or affected, or (c) result in, or require, the creation
      or imposition of any lien upon or with respect to any of the properties now
      owned or hereafter acquired by the Guarantor.

     

    (4)  Governmental
      Authority. No authorization, approval or other action by, and no notice to
      or filing with, any governmental authority is required for the due execution,
      delivery and performance by the Guarantor of this Guaranty.

     

     (5)
      Legally Enforceable Guaranty. This Guaranty is the legal, valid and
      binding obligation of the Guarantor, enforceable against the Guarantor in
      accordance with its turns, except to the extent that such enforcement may be
      limited by (a) applicable bankruptcy, insolvency, and other similar laws
      affecting creditors' rights generally, or (b) general equitable principles,
      regardless of whether the issue of enforceability is considered in a proceeding
      in equity or at law.

     

     Section
      12. Remedies. The Lender shall not, by any act, delay, omission or
      otherwise, be deemed to have waived any of its rights or remedies under this
      Guaranty or otherwise. A waiver by the Lender of any right or remedy hereunder
      on any one occasion, shall not be construed as a ban or waiver of any such
      right
      or remedy which the Lender would have had on any future occasion, nor shall
      the
      Lender be liable for exercising or failing to exercise any such right or remedy.
      The rights and remedies of the Lender under this Guaranty are cumulative and,
      as
      such, are in addition to any other rights and remedies available to the Lender
      under law or any other agreements.

     

    Section
      13. Appointment as Attorney-in-Fact. The Guarantor hereby appoints
      the Lender as the attorney-in-fact for the Guarantor, with full authority in
      the
      place and stead of, and in the name of, the Guarantor, or otherwise, to exercise
      all rights and remedies granted to the Lender under this Guaranty and to take
      any action and to execute any instrument which the Lender may deem necessary
      or
      advisable to accomplish the purposes of this Guaranty.

     

    Section
      14. Indemnity and Expenses. The Guarantor hereby indemnifies the Lender
      from and against any and all claims, losses, damages and liabilities growing
      out
      of or resulting from this Guaranty (including, without limitation, enforcement
      of this Guaranty), except claims, losses, damages or liabilities resulting
      from
      the Lender's gross negligence and willful misconduct.

     

    The
      Guarantor will upon demand pay to the Lender the amount of any and all expenses,
      including the fees and expenses of its counsel and of any experts and agents,
      which the Lender may incur in connection with (1) any amendment to this
      Guaranty, (2) the administration of this Guaranty, (3) the exercise or
      enforcement of any of the rights of the Lender under this Guaranty, or (4)
      the
      failure by the Guarantor to perform or observe any of the provisions of this
      Guaranty.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    Section
      15. Amendments. No amendment or waiver of any provision of this Guaranty,
      nor consent to any departure by the Guarantor from this Guaranty, shall in
      any
      event be effective unless the same shall be in writing and signed by the
      Guarantor and the Lender, and then such amendment or waiver shall be effective
      only in the specific instance and for the specific purpose for which
      given.

     

    Section
      16. Addresses for Notices. All notices and other communications provided
      for under this Guaranty shall be in writing and, mailed or delivered by
      messenger or overnight delivery service, addressed, in the case of the Guarantor
      at its address specified below its signature, and in the case of the Lender
      at
      the address specified below, or as to any such party at such other address
      as
      shall be designated by such party in a written notice to the other party
      complying as to delivery with the terms of this Section.

    


    If
      to the
      Lender:

    


    Chris
      Cottone

    7951
      SW
      6th
      Street

    Suite
      216

    Plantation,
      FL 33324

    


    With
      copies to:

    


    Jared
      P.
      Febbroriello, Esq. LL.M.

    17111
      Kenton Drive

    Suite
      100B

    Cornelius,
      NC 28031

    


    If
      to the
      Guarantor:

    


    16
      Naner
      Street, Wanshou Road

    Suite
      602, Haizhu District

    Guangzhou,
      P. R. China

    


    All
      such
      notices and other communications shall, when mailed, be effective three (3)
      days
      after being placed in the mails, or when delivered to a messenger or overnight
      delivery service, be effective one (1) day after being delivered to the
      messenger or overnight delivery service, in each case, addressed as specified
      above.

     

    Section
      17. Assignment and Transfer of Obligations. This Guaranty will bind the
      estate of the Guarantor as to Guaranteed Obligations created or incurred both
      before and after the bankruptcy or liquidation of the Guarantor, whether or
      not
      the Lender receives notice of such bankruptcy or liquidation. This Guaranty
      shall inure to the benefit of the Lender and his successors, transferees and
      assigns. The Guarantor may not transfer or assign its obligations under this
      Guaranty. The Lender may assign or otherwise transfer all or a portion of his
      rights or obligations with respect to the Guaranteed Obligations to any other
      party, and such other party shall then become vested with all the benefits
      in
      respect of such transferred Guaranteed Obligations granted to the Lender in
      this
      Guaranty or otherwise. The Guarantor agrees that the Lender can provide
      information regarding the Guarantor to any prospective or actual successor,
      transferee or assign.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    Section
      18. Setoff. The Guarantor agrees that, in addition to, and without
      limiting, any right of setoff, the Lender's lien or counterclaim the Lender
      may
      otherwise have, the Lender shall be entitled, at its option, to offset balances
      (general or special, time or demand, provisional or final) held by it for the
      account of the Guarantor, at any of the offices of the Lender, in Dollars or
      any
      other currency, against any amount payable by the Guarantor to the Lender under
      this Guaranty which is not paid when demanded (regardless of whether such
      balances are then due to the Guarantor), in which case the Lender shall promptly
      notify the Guarantor, provided that the Lender's failure to give such notice
      shall not affect the validity of such offset.

     

    Section
      19. Submission to Jurisdiction. The Guarantor hereby irrevocably
      submit to the jurisdiction of any federal or state court sitting in Broward
      County in the State of Florida over any action or proceeding arising out of
      or
      related to this Guaranty and agrees with the Lender that personal jurisdiction
      over the Guarantor rests with such courts for purposes of any action on or
      related to this Guaranty. The Guarantor hereby waives personal service by manual
      delivery and agrees that service of process may be made by prepaid certified
      mail directed to the Guarantor at the address of the Guarantor for notices
      under
      this Guaranty or at such other address as may be designated in writing by the
      Guarantor to the Lender, and that upon mailing of such process such service
      will
      be effective as if the Guarantor were personally served. The Guarantor agrees
      that a final judgment in any such action or proceeding shall be conclusive
      and
      may be enforced in other jurisdictions by suit on the judgment or in any manner
      provided by law. The Guarantor further waives any objection to venue in any
      such
      action or proceeding on the basis of inconvenient forum. The Guarantor agrees
      that any action on or proceeding brought against the Lender shall only be
      brought in such courts.

     

    Section
      20. Governing Law. This Guaranty shall be governed by and construed in
      accordance with the laws of the State of Florida without regard to its
      principles of conflicts of law.

     

    Section
      21. Subordination. Once a demand for payment is made on the Guarantor
      under this Guaranty, the Guarantor will not (1) make any demand for payment
      of,
      or take any action to accelerate, any obligation owed to the Guarantor by the
      Borrower, (2) seek to collect payment of, or enforce any right or remedies
      against the Borrower, any of the obligations owed to the Guarantor by the
      Borrower or any guarantees, credit supports, collateral or other security
      related to or supporting any of such obligations, or (3) commence, or join
      with
      any other creditor in commencing, any bankruptcy or similar proceeding against
      the Borrower. The Guarantor also agrees that the payment of all obligations
      of
      the Borrower to the Guarantor shall be subordinate and junior in time and right
      of payment in accordance with the terms of this Section 21 to the prior
      payment in full (in cash) of the Guaranteed Obligations. In furtherance of
      such
      subordination, (1) to the extent possible, the Guarantor will not take or
      receive from the Borrower any payments, in cash or any other property, by setoff
      or any other means, of any or all of the obligations owed to the Guarantor
      by
      the Borrower, or purchase, redeem, or otherwise acquire any of such obligations,
      or change the terms or provisions of any such obligations and (2) if for any
      reason and under any circumstance the Guarantor receives a payment on such
      obligation, whether in a bankruptcy or similar proceeding or otherwise, all
      such
      payments or distributions upon or with respect to such obligations shall be
      received in trust for the benefit of the Lender, shall be segregated from other
      funds and property held by the Guarantor and shall be forthwith paid over to
      the
      Lender in the same form as so received (with any necessary endorsement) to
      be
      applied (in the case of cash) to, or held as collateral (in the case of
      securities or other non-cash property) for, the payment or prepayment of the
      Guaranteed Obligations.

     

    Section
      22. Miscellaneous. This Guaranty is in addition to and not in limitation
      of any other rights and remedies the Lender may have by virtue of any other
      instrument or agreement previously, contemporaneously or hereafter executed
      by
      the Guarantor or any other party or by law or otherwise. If any provision of
      this Guaranty is contrary to applicable law, such provision shall be deemed
      ineffective without invalidating the remaining provisions of this Guaranty.
      Titles in this Guaranty are for convenience of reference only and shall not
      affect the interpretation or construction of this Guaranty. This Guaranty
      constitutes the entire agreement between the Guarantor and the Lender with
      respect to the matters covered by this Guaranty and supersedes all written
      or
      oral agreements with respect to such matters.

     

    Section
      23. WAIVER OF JURY TRIAL. THE GUARANTOR EXPRESSLY WAIVES ANY AND EVERY
      RIGHT TO A TRIAL BY JURY IN ANY ACTION ON OR RELATED TO THIS
      GUARANTY.

     

    IN
      WITNESS 'WHEREOF, the Guarantor has duly executed and delivered this Guaranty
      as
      of the date of this Guaranty.

     

                                                                            
      ENVIROSAFE CORPORATION

     

    By:  ________________________

     

    Name:  Zhan,
      Guoqiang

     

    Title:  President

     

    


     

    


     

    Attest:________________________

     

    By:

     

     

    
      
         

      

      
        6