seaway8k121808ex10b.htm


    
      

      

    

    
       

      PROMISSORY
NOTE

      


      
        	
                $172,000

              	
                December
      17, 2008

              
	
                (“Principal”)

              	
                 (“Effective
      Date”)

              


      

      


      This
Promissory Note, dated December 17, 2008, (the “Note”) is by and between the
Majority Shareholders of The
Americas Learning Centers, Inc., as listed in Exhibit A, (the
“Holders”) and Hackett’s
Stores, Inc., with a business address of 2001 SE Sailfish Point Blvd.,
#112, Stuart, Florida 34996, a Florida corporation, (the “Borrower” or
“Company”), and is exempt from registration under the Securities Act of 1933 of
the United States, as amended.

      


      1.         PRINCIPAL AND
INTEREST.  For value received under that certain Share Exchange
Agreement, of even date (the “Share Exchange Agreement”), the Company, its
assigns and successors, hereby promises to pay to the Holders, or their
successors or assigns, in immediately available funds, the total principal sum
of one hundred and seventy-two thousand dollars ($172,000.00 U.S.), (the
“Principal”) in accordance with the terms of this Note. The Principal hereof and
any unpaid and continuing to accrue interest thereon shall be due and payable
two hundred and ten (210) days from the Effective Date written above (the
“Maturity” date), and payable in amounts and on the timetable as specified in
the schedule in Exhibit B (unless
such payment date is accelerated as provided in Section 6, “Default”). Payment
of all amounts due hereunder to the Holders shall be made payable to Gold Coast
Professional Services, P.A., as Escrow Agent for the Holders, in connection with
the Share Exchange Agreement,  at the Escrow Agent’s address provided
for in Section 7, “Notices”. Interest on the unpaid principal balance of this
Note shall accrue from the above date first written and shall continue to accrue
until all unpaid principal and interest is paid in full at Maturity. Interest
shall be calculated at the simple interest rate of ten percent (10%) per annum
and based on a three hundred and sixty (360) day year, in twelve (12) intervals
of thirty (30) days.

      


      2.         PREPAYMENT.  The
Company may, at its option, at any time and from time to time, prepay all or any
part of the principal balance of this Note (the “Prepayment” or “Prepayments”)
without penalty or premium, provided that concurrently with each such Prepayment
the Company shall pay accrued interest on the principal, if any, so prepaid to
the date of such Prepayment.  Prior to making such Prepayment(s) the
Company is required to provide the Holders with advance written notice of such
intent to make such Prepayment(s) of not less than ten (10) business days (the
“Prepayment Advance Notice Period”) before such Prepayment(s).  During
the Advance Notice Period, the Holders, in their sole option and discretion, may
transfer any of this Note, per the terms and conditions of the following Section
4, “Transferability”.  The terms and conditions of this provision in
no way alter or cancel any of the rights of the Holders granted in any other
provision within this Note.

      


      3.         APPROVAL OF
CHANGES IN CAPITAL STOCK STRUCTURE.  Until this Note is paid in
full, including all outstanding principal and interest amounts, except for
changes to the capital structure of the Company as agreed in discussion prior to
the Closing of that certain “Agreement for the Exchange of Securities” of even
date connected to the transaction contemplated herein, the Company must have
written advance approval from the Holders before before (i) initiating or making
any changes in its capital stock structure in form or content, including changes
in its type and quantity of authorized shares, the creation and authorization of
additional stock classes, the rescinding of any stock classes, or the addition
or changes to designations and preferences of any stock class, (ii) issuing any
stock grants to any employee for any reason or issuing any employee stock
options,  including the adoption of any employee stock option plan(s),
(iii) issuing any common or preferred stock purchase warrants or options,
including any that may be connected or related to any funding agreements for the
benefit of the Company, (iv) issuing, selling, transferring, or pledging, any of
its capital stock, or executing any form of convertible debt instrument,
including, but not limited to, convertible debentures or convertible notes, (v)
engaging in any funding mechanism with any third party which involves the
simultaneous or future issuance of capital stock or warrants or option,
including, but not limited to, any Reg D or similar capital formation
subscription agreements, (vi) instituting any capital stock forward or reverse
split, and (vii) engaging in any “off balance sheet transactions”, as such
phrase is commonly understood, except for such transactions that are required in
the normal course of the conducting of business, such as property or equipment
leases. (The forgoing being the “Changes in Capital Stock Structure”.) Failure
to obtain such written approval of the Holders on the preceding conditions in
this paragraph for any reason shall constitute an “Event of Default” (as
hereinafter defined).


      
        
           


        

        
          1

          
            

          

        

        
           


        

      

       

      4.         TRANSFERABILITY.  This
Note shall not be transferred, pledged, hypothecated, or assigned by the Company
without the express written consent of the Holders.  In the event any
third party acquires a controlling interest in the Company or acquires
substantially all of the assets of the Company (a “Reorganization Event”), this
Note will survive and become an obligation of the party that acquires such
controlling interest or assets.  In the event of a Reorganization
Event the Company shall cause the party that acquires such controlling interest
or assets, aware of the terms of this Section and this Note.  Failure
of such new party to assume the obligations of this Note shall be considered an
additional Event of Default.  This Note may be transferred, pledged,
hypothecated, or assigned by the Holders in its sole option and
discretion.

      


      5.         GUARANTY.
This Note shall be guaranteed in an amount equal to the Principal and
Interest due by a separate “Guaranty Agreement”, attached hereto as Exhibit C, between
the Holders and Seaway Valley Capital Corporation, a New York corporation, (the
“Guarantor”) which shall guarantee payment in whole or in part of the Note in
the event of Default by the Company.

      


      6.         DEFAULT.  The
occurrence of any one of the following events shall constitute a Default or an
Event of Default on the part of the Company should such occurrence not be cured
in full by the Company, or the Guarantor of this Note within ten (10) calendar
days (with the exception of payment number two in the amount of $10,000, which
shall be given a twenty (20) day cure period):

      


      (a)     
  The non-payment, when due, of any principal or interest pursuant to
this Note, under any such occurrence of which, the Holders, at their sole option
and discretion, may grant the Company a cure for such non-payment, defined as
the Holders receiving fifty percent (50%) of the proceeds from any sales of such
capital stock by the Company (including, but not limited to, Reg-S sales) until
the unpaid amount in arrears is paid in full, all monthly payments according to
the schedule in Exhibit B are
current, and all interest on the full amount of the Principal of the Note is
paid in full in advance.

      


      (b)        The
material breach of any representation or warranty in this Note, or the terms and
conditions of any Section of this Note. In the event the Holders become aware of
a breach of this Section 6, the absolute determination of the existence of such
breach shall be in the sole judgment of the Holders, and the Holders shall
notify the Company in writing of such breach and the Company shall have five
business days after notice to cure such breach;

      


      (c)        The
breach of any covenant or undertaking, not otherwise provided for in this
Section 6, or any failure on the part of the Company to fulfill its obligations
under Section 19, “Further Assurances”, or to any failure on the part of the
Company, its officers, directors and majority shareholders to execute any
documents connected or related to the protection of the interests of the Holders
as stated or implied under this Note;


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

       

      (d)        The
commencement by the Company of any voluntary proceeding under any bankruptcy,
reorganization, arrangement, insolvency, readjustment of debt, receivership,
dissolution, or liquidation law or statute of any jurisdiction, whether now or
hereafter in effect; or the adjudication of the Company as insolvent or bankrupt
by a decree of a court of competent jurisdiction; or the petition or application
by the Company for, acquiescence in, or consent by the Company to, the
appointment of any receiver or trustee for the Company or for all or a
substantial part of the property of the Company; or the assignment by the
Company for the benefit of creditors; or the written admission of the Company of
its inability to pay its debts as they mature; or

      


      (e)        The
commencement against the Company of any proceeding relating to the Company under
any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt,
receivership, dissolution or liquidation law or statute of any jurisdiction,
whether now or hereafter in effect, provided, however, that the commencement of
such a proceeding shall not constitute an Event of Default unless the Company
consents to the same or admits in writing the material allegations of same, or
said proceeding shall remain undismissed for 20 days; or the issuance of any
order, judgment or decree for the appointment of a receiver or trustee for the
Company or for all or a substantial part of the property of the Company, which
order, judgment or decree remains undismissed for 20 days; or a warrant of
attachment, execution, or similar process shall be issued against any
substantial part of the property of the Company.

      


      (f)         Upon
the occurrence of any Default or Event of Default, the Holders may, by written
notice to the Company, either:

      (i)
declare all or any portion of the unpaid principal amount due to the Holders,
together with all accrued interest thereon, immediately due and payable, except
that upon the occurrence of an Event of Default as described in either the
preceding paragraph (d) or (e), all or any portion of the unpaid principal
amount due to Holders, together with all accrued interest thereon, shall
immediately become due and payable without any such notice; or

      (ii) per
the terms and conditions of the Escrow Agreement of even date connected to this
Note (the “Escrow Agreement”), declare that any and all “Escrowed Securities” as
deposited by the Holders in escrow as “Escrowing Parties” or an “Escrowing
Party” under the Escrow Agreement, be immediately returned to the
Holders.    In event of Default without Cure whereby the
Holders demand return of the Escrowed Securities, 100% of the capital stock and
assets of Patrick Hackett Hardware Company shall be immediately transferred back
to Seaway Valley Capital Corporation, as well as any and all liabilities and
obligations of the Patrick Hackett Hardware Company that may have been incurred
from the time of Closing of the “Agreement for the Exchange of Securities” and
which are unrelated to this Note (the “Unwind”). Such Unwind actions shall not
be challenged by the Holders.


      


      Any
payments that the Holders allow under this Section 6 shall be made through a
wire transfer of funds or Certified Check payable to the Escrow
Agent.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      

       

      7.         NOTICES.  Notices
to be given hereunder shall be in writing and shall be deemed to have been
sufficiently given if delivered personally or sent by overnight courier, and by
facsimile or other electronic transmission (e.g., email), return receipt/or
confirmation of receipt requested. Notice shall be deemed to have been received
on the date and time of personal or overnight delivery or facsimile
transmission, if received during normal business hours of the recipient; if not,
then on the next business day.

      


      
        	
                Notices
      to the Company shall be sent to:

              	
                Hackett’s
      Stores, Inc.

              
	 
      	
                2001
      SE Sailfish Point Blvd., #112

              
	 
      	
                Stuart,
      Florida 34996

              
	 
      	
                Facsimile
      No.: 315-287-7529

              
	 
      	 
      
	
                Notices
      to the Guarantor shall be sent to:

              	
                Seaway
      Valley Capital Corporation

              
	 
      	
                10-18
      Park Street, 2nd
      Floor

              
	 
      	
                Gouverneur,
      New York 13642

              
	 
      	
                Facsimile
      No.: 315-287-7529

              
	 
      	 
      
	 
      	 
      
	
                Notices
      to the Holders shall be sent to:

              	
                Gold
      Coast Professional Services, P.A.

              
	 
      	
                Escrow
      Agent, ALRN Transaction

              
	 
      	
                433
      Plaza Real, Suite 275

              
	 
      	
                Boca
      Raton, Florida 33432

              
	 
      	
                ATTN:
      Guy M. Jean-Pierre, Esquire

              
	 
      	
                Facsimile
      No.: (561) 962-4252

              


      

      


      8.         REPRESENTATIONS
AND WARRANTIES.  The Company hereby makes the following
representations and warranties to the Holders:

      


      (a)        Organization, Good Standing
and Power.  The Company is a corporation duly incorporated,
validly existing and in good standing under the laws of the State of Florida and
has the requisite corporate power to own, lease and operate its properties and
assets and to conduct its business as it is now being conducted.

      


      (b)        Authorization;
Enforcement.  The Company has the requisite corporate power and
authority to enter into and perform this Note and to issue this
Note.  The execution, delivery and performance of this Note by the
Company, and the consummation by it of the transactions contemplated hereby,
have been duly and validly authorized by all necessary corporate
action.  This Note, when executed and delivered, will constitute a
valid and binding obligation of the Company enforceable against the Company in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, liquidation,
conservatorship, receivership or similar laws relating to, or affecting
generally the enforcement of, creditor’s rights and remedies or by other
equitable principles of general application.

      


      (c)        Disclosure.  Neither
this Note nor any other document, certificate or instrument furnished to the
Holders by or on behalf of the Company in connection with the transactions
contemplated by this Note contains any untrue statement of a material fact or
omits to state a material fact necessary in order to make the statements made
herein or therein, in the light of the circumstances under which they were made
herein or therein, not misleading.


      
        
           


        

        
          4

          
            

          

        

        
           


        

      

       

      (d)        Non-contravention.  The
execution and delivery by the Company of this Note and the issuance of the
securities, and the consummation by the Company of the other transactions
contemplated hereby and thereby, do not and will not conflict with or result in
a breach by the Company of any of the terms or provisions of, or constitute a
default (or an event which, with notice, lapse of time or both, would constitute
a default) under(i) the Articles of Incorporation nor Bylaws of the Company or
its subsidiaries or  (ii) any indenture, mortgage, deed or trust or
other material agreement or instrument to which the Company or its subsidiaries
is a party or by which its properties or assets are bound, or any law, rule,
regulation, decree, judgment or order of any court or public or governmental
authorities having jurisdiction over the Company or its subsidiaries or any of
the Company’s or its subsidiaries’ properties or assets, except as
to  (ii) above such conflict, breach or default which would not have a
Material Adverse Effect defined as “any change in or effect on the business of
the Company that, individually or in the aggregate (taking into account al other
such changes or effects), is, or is reasonably likely to be, materially adverse
to the business, assets, liabilities, financial condition or results of
operations of the Company, taken as a whole, except to the extent any such
change or effect results from or is attributable to changes in general economic
conditions or changes affecting the industry generally in which the Company
operates (provided that such changes do not affect the Company in a materially
disproportionate manner).”

      


      (e)        Full
Disclosure.   There is no fact known to the Company (other
than general economic or industry conditions known to the public generally) that
has not been fully disclosed in writing to the Holders that (i) reasonably could
be expected to have a “Material Adverse Effect” (as such term is commonly
legally defined) or (ii) reasonably could be expected to materially and
adversely affect the ability of the Company to perform its obligations pursuant
to this Note.

      


      (f)     
   Absence of
Litigation.  There is no action, suit, claim, proceeding,
inquiry or investigation pending or, to the Company’s knowledge, threatened by
or before any court or public or governmental authority which, if determined
adversely to the Company, could be expected to materially and adversely affect
the ability of the Company to perform its obligations pursuant to this
Note.

      


      (g)        Absence of Events of
Default.  No “Event of Default” (as defined in any agreement)
and no event which, with notice, lapse of time or both, would constitute an
Event of Default, has occurred and is continuing, which could be expected to
materially and adversely affect the ability of the Company to perform its
obligations pursuant to this Note.

      


      (i)         Financial Statements; No
Undisclosed Liabilities. If requested by the Holders, the Company will
deliver to the Holders true and complete copies of its most recent balance sheet
and the related statements of operations and cash flows including the related
notes and schedules thereto (collectively, the “Financial
Statements”).

      


      (j)         Shareholders, DTC-NOBO
Lists.  Until this Note is paid in full, upon requested by the
Holders and on a timeframe specified by them in such request, the Company shall
deliver to the Holders true and complete copies of its most recent Shareholders
List and its most recent DTC Security Position Report and NOBO
List.

      


      (k)        Compliance with Laws;
Permits.  The Company is in compliance with all laws, rules,
regulations, codes, ordinances and statutes (collectively, “Laws”) applicable to
it or to the conduct of its business, except for such non-compliance which would
not have a Material Adverse Effect.  The Company possesses all
permits, approvals, authorizations, licenses, certificates and necessary to
conduct its business, except for those the absence of which would not have a
Material Adverse Effect to the Company’s business.


      
        
           


        

        
          5

          
            

          

        

        
           


        

      

       

      (l)         Insurance.  The
Company shall maintain property and casualty, general liability workers
compensation, environmental hazard, personal injury and other similar types of
insurance with financially sound and reputable insurers that is adequate,
consistent with industry standards and the Company’s historical claims and the
Company is not threatened by any insurer (that has issued any insurance policy
to the Company) that such insurer intends to deny coverage under or cancel,
discontinue or not renew any insurance policy presently in force.

      


      (m)       Tax Liabilities. No
Claim has been made by any taxing authority in any jurisdiction that the Company
does or does not file tax returns or that the Company is or might be subject to
taxation by that jurisdiction.  There are no foreign, federal, state
or local tax audits or administrative or judicial proceedings pending or being
conducted with respect to the Company; no information related to tax matters has
been requested by any foreign, federal state or local taxing authority; and,
except as disclosed above, no written notice indicating an intent to open an
audit or other review has been received by the Company form any foreign,
federal, state or local taxing authority.  There are no material
unresolved questions or claims concerning the Company’s tax
liability.  The Company has not executed or entered into a closing
agreement pursuant to section 712 of the Internal Revenue Code or any
predecessor provision thereof or any similar provision of state, local or
foreign law and has not agreed nor is required to make any adjustments, pursuant
to section 481(a) of the Internal Revenue Code or any similar provision of
state, local or foreign law by reason of a change in accounting method initiated
by the Company.  The Company does not have any knowledge that the IRS
has proposed any such adjustment or change in accounting method, or has any
application pending with any taxing authority requesting permission for any
changes in accounting methods that relate to the business or operations of the
Company.  The Company has not been a United States real property
holding corporation within the meaning of section 897 (c) (2) of the Internal
Revenue Code during the applicable period specified in section 897 (c)(1)(A)(ii)
of the Internal Revenue Code.

      


      9.         REPRESENTATIONS
AND WARRANTIES OF THE HOLDERS.  The Holders hereby represents
and warrants to the Company that:

      


      (a)        this
Note has been duly executed and delivered by the Holders;

      


      (b)        the
execution and delivery by the Holders of this Note does not, and the
consummation of the transactions contemplated hereby and thereby will not,
contraverse or constitute a default under or violation of (i) any provision of
applicable law or regulation, or (ii) any agreement, judgment, injunction,
order, decree or other instrument binding upon such Holders;

      


      (c)        the
Holders understand that this Note has not been registered under the Securities
Act, or qualified under the securities law of any state, on the grounds, among
others, that no distribution or public offering of the Securities is to be
effected and the Securities will be issued by the Company in connection with a
transaction that does not involve any public offering within the meaning the
Act, and under any applicable state blue sky authority.  The Holders
understand that the Company is relying in part on the Holders’ representations
as set forth herein for purposes of claiming such exemption and that the basis
for such exemption may not be present if, notwithstanding the Holders’
representations, the Holders have in mind merely acquiring the Securities for
resale on the occurrence or nonoccurrence of some predetermined
event.  The Holders have no such present intention;


      
        
           


        

        
          6

          
            

          

        

        
           


        

      

       

      (d)        this
Note constitutes a valid and binding agreement of the Holders enforceable in
accordance with its terms, subject to (i) applicable bankruptcy, insolvency or
similar laws affecting the enforceability of creditors rights generally and (ii)
equitable principles of general applicability;

      


      (e)        no
part of the source of funds used by the Holders to acquire the Securities
constitutes assets allocated to any separate account maintained by the Holders
in which any employee benefit plan (or its related trust) has any
interest.

      


      10.       CONSENT TO
JURISDICTION AND SERVICE OF PROCESS.  The Company consents to
the jurisdiction of the courts of the State of Florida and of any state and
federal court located in Palm Beach County, Florida.

      


      11.       GOVERNING
LAW.  THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED ENTIRELY THEREIN, WITHOUT GIVING EFFECT TO
THE RULES OR PRINCIPLES OF CONFLICTS OF LAW.

      


      12.       ATTORNEYS
FEES.  In the event the Holders hereof shall refer this Note to
an attorney to enforce the terms hereof, the Company agrees to pay all the costs
and expenses incurred in attempting or effecting the enforcement of the Holders’
rights, whether or not suit is instituted, including reasonable attorney‘s and
paralegals’ fees and costs through and including all trial and appellate levels
and post-judgment proceedings and enforcements,

      


      13.       CONFORMITY WITH
LAW.  It is the intention of the Company and of the Holders to
conform strictly to applicable usury and similar laws.  Accordingly,
notwithstanding anything to the contrary in this Note, it is agreed that the
aggregate of all charges which constitute interest under applicable usury and
similar laws that are contracted for, chargeable or receivable under or in
respect of this Note, shall under no circumstances exceed the maximum amount of
interest permitted by such laws, and any excess, whether occasioned by
acceleration or maturity of this Note or otherwise, shall be canceled
automatically, and if theretofore paid, shall be either refunded to the Company
or credited on the principal amount of this Note.

      


      14.       CONSTRUCTION. Wherever
possible, each provision of this Agreement will be interpreted in such manner as
to be effective and valid under applicable law and in such a way as to, as
closely as possible, achieve the intended economic effect of such provision and
this Agreement as a whole, but if any provision contained herein is, for any
reason, held to be invalid, illegal or unenforceable in any respect, such
provision shall be ineffective to the extent, but only to the extent, of such
invalidity, illegality or unenforceability without invalidating the remainder of
such provision or any other provisions hereof, unless such a construction would
be unreasonable.

      


      15.       WAIVERS. All
waivers must be in writing by the Holders. Any waiver or failure to enforce any
provision of this Note on one occasion will not be deemed a waiver of any other
provision or of such provision on any other occasion.


      
        
           


        

        
          7

          
            

          

        

        
           


        

      

       

      16.       HEADINGS. The
headings in this Note are for convenience and are not to be used in interpreting
this Note.

      


      17.       COUNTERPARTS. This
Note may be executed in any number of counterparts, each of which shall be an
original, but all of which together shall constitute one
instrument.  The parties hereto agree that this Note, agreements
ancillary to it, and related documents to be entered into in connection with
this Note will be considered signed when the signature of a party is delivered
by facsimile transmission, or an electronic copy of this Note is delivered
bearing electronic signatures of the parties thereto. Such facsimile or
electronic signature shall be treated in all respects as having the same effect
as an original signature.

      


      18.       FURTHER
ASSURANCES. The
Company, its officers, directors and majority shareholders hereto shall
cooperate with one another at reasonable times and on reasonable conditions and
shall promptly execute and deliver any and all instruments and documents
requested by the Holders as may be reasonably necessary in order to fully carry
out the intent and purposes of this Note as contemplated by the Holders at any
time prior to full repayment of the principal and interest due under this
Note.

      


      19.       AUTHORITY TO
BIND.  A
responsible officer of the Company has read and understands the contents of this
Note and is empowered and duly authorized on behalf of the Company and its Board
of Directors to execute it, and bind the Company to it.

      


      


      


      


      [SIGNATURE
PAGE FOLLOWS]

       

       


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      IN WITNESS WHEREOF, the below
parties signed and sealed this Note as of the Effective Date.

      


      
        	
                “COMPANY”

              	

                      
       “HOLDERS”

              
	 
      	 
      	 
      	 
      
	
                HACKETT’S
      STORES, INC.,

              	 
      	 
      	 
      
	
                a
      Florida corporation

              	 
      	 
      	 
      
	 
      	 
      	
                By:

              	 
      
	 
      	 
      	 
      	
                     Donald
      Platten, an individual

              
	
                    

              	 
      	 
      	 
      
	
                By:                                                                              
      

              	 
      	 
      	 
      
	
                Name:
      Thomas W. Scozzafava

              	 
      	
                GOLD
      COAST PROFESSIONAL SERVICES, P.A.

              
	
                Its:
      President & CEO

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	 
      
	 
      	 
      	 
      	
                     Donald
      Platten, Vice President

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                GROWTH
      CAPITAL ENTERPRISES, INC.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	 
      
	 
      	 
      	 
      	
                     Dennis
      Ruggeri, Vice President

              


      

      


      



      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      Exhibit
A

      


      MAJORITY
SHAREHOLDERS OF THE AMERICAS LEARNING CENTERS,
INC.    (“Escrowing Parties”)

      


      


      


      By___________________________________

                  Donald
Platten, as an individual

      


      


      


      GOLD
COAST PROFESSIONAL SERVICES, P.A.

      


      


      


      By___________________________________

                 Donald
Platten, Vice President

      


      GROWTH
CAPITAL ENTERPRISES, INC.

      


      By___________________________________

                 Dennis
Ruggeri, Vice President

      


      


      



      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      Exhibit
B

       

      
 

      TABLE
OF PAYMENTS

      All
payments are to made directly to the Escrow Agent, Gold Coast Professional
Services, P.A.

       

      
        	
                Monthly
      Installments*

              	
                Schedule
      of Payment Amount

              	
                Remaining
      Principal Balance

              	
                Interest
      on Remaining Principal Balance

              	
                Accrued Interest Total

              
	
                30
      Days

              	
                      
      8,000.00

              	
                    164,000.00

              	
                       1,366.67

              	
                    1,366.67

              
	
                60
      Days

              	
                     28,000.00

              	
                    136,000.00

              	
                       1,133.33

              	
                    2,500.00

              
	
                90
      Days

              	
                     28,000.00

              	
                    108,000.00

              	
                          900.00

              	
                    3,400.00

              
	
                120
      Days

              	
                     28,000.00

              	
                      80,000.00

              	
                          666.67

              	
                    4,066.67

              
	
                150
      Days

              	
                     28,000.00

              	
                      52,000.00

              	
                          433.33

              	
                    4,500.00

              
	
                180
      Days

              	
                     28,000.00

              	
                      24,000.00

              	
                          200.00

              	
                    4,700.00

              
	
                210
      Days

              	
                 
         28,700.00

              	
                 

                 
       Final Payment

              
	
                Total
      Payments

              	
                    176,700.00

              	
                 

                  
      Includes all Principal and Interest

              


      

      
 

      * From the Effective
Date.

      



      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      Exhibit
C

      


      GUARANTY
AGREEMENT

      


      In
consideration of financial accommodations given or to be given to Hackett’s Stores, Inc. (the
"Borrower") by the Majority
Shareholders of The Americas Learning Centers, Inc. (collectively, the
“Shareholders”) and the benefits to be obtained therefrom by the undersigned,
Seaway Valley Capital
Corporation, a Delaware corporation, as “Guarantor”, irrevocably and
unconditionally guarantees to the Shareholders, payment when due, whether by
acceleration or otherwise, of any and all liabilities of the Borrower to the
Shareholders, in the aggregate at any one time outstanding plus all interest
thereon and all attorneys' fees, costs and expenses of collection incurred by
the Shareholders in enforcing any of such liabilities. This is a guaranty of
payment and not of collection. All capitalized terms used herein, but not
defined herein, shall have the meanings set forth in that certain Promissory
Note, of even date, between the Borrower and the Shareholders, as the same may
be amended from time to time.

      


      The term
"liabilities of the Borrower" shall include all liabilities, direct or indirect,
absolute or contingent, joint, several or independent, secured or unsecured,
liquidated or unliquidated, contractual or tortious of the Borrower now or
hereafter existing, due or to become due to, or held or to be held by, the
Shareholders for their own account or as agent for another or others, whether
created directly or acquired by assignment or otherwise.

      


      The
undersigned waives notice of acceptance of this guaranty and notice of any
liability to which it may apply, and waives presentment, demand of payment,
protest, notice of dishonor or nonpayment of any such liabilities, suit or
taking other action by the Shareholders against, and any other notice to, any
party liable thereon (including the undersigned).

      


      The
Shareholders may at any time and from time to time (whether or not after
revocation or termination of this guaranty) without the consent of, or notice
to, the undersigned, without incurring responsibility to the undersigned,
without impairing or releasing the obligations of the undersigned hereunder,
upon or without any terms or conditions and in whole or in part, so long as the
Obligations remain outstanding:

      


      (1)          change
the manner, place or terms of payment, and/or change or extend the time of
payment of, renew or alter, any liability of the Borrower, any security
therefor, or any liability incurred directly or indirectly in respect thereof,
and the guaranty herein made shall apply to the liabilities of the Borrower as
so changed, extended, renewed or altered;

      


      (2)          sell,
exchange, release, surrender, substitute, realize upon or otherwise deal with in
any manner and in any order any property by whomsoever at any time pledged or
mortgaged to secure, or howsoever securing, the liabilities hereby guaranteed or
any liabilities (including any of those hereunder) incurred directly or
indirectly in respect thereof or hereof, and/or any offset
thcreagainst;

      


      (3)          exercise
or refrain from exercising any rights against the Borrower or others (including
the undersigned), or any security or otherwise act or refrain from
acting;


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      (4)          settle
or compromise any liability hereby guaranteed, any security therefor or any
liability (including any of those hereunder) incurred directly or indirectly in
respect thereof or hereof, and may subordinate the payment of all or any part
thereof to the payment of any liability (whether due or not) of the Borrower to
creditors of the Borrower other than the Shareholders and the undersigned;
and

      


      (5)          upon
the occurrence and during the continuance of an Event of Default, apply any sums
by whomsoever paid or howsoever realized to any liability or liabilities of the
Borrower to the Shareholders regardless of what liability or liabilities of the
Borrower remain unpaid.

      


      No
failure by the Shareholders to file, record or otherwise perfect any lien or
security interest, nor any improper filing or recording, nor any failure by the
Shareholders to insure or protect any security nor any other dealing (or failure
to deal) with any security by the Shareholders, shall impair or release the
obligations of the undersigned hereunder.

      


      No
invalidity, irregularity or unenforceability of all or any part of the
liabilities hereby guaranteed or of any security therefor shall affect, impair
or be a defense to this guaranty, and this guaranty is a primary obligation of
the undersigned.

      


      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. As to the undersigned, this guaranty shall continue until
written notice of revocation signed by such undersigned, or until written notice
of the death of such undersigned (which shall be deemed a notice of revocation
hereunder) shall in each case have been actually received by the Shareholders,
notwithstanding a revocation by, or the death of, or complete or partial release
for any cause, of the undersigned, or the Borrower or of any one liable in any
manner for the liabilities hereby guaranteed or for the liabilities (including
those hereunder) incurred directly or indirectly in respect thereof or hereof,
and notwithstanding the dissolution, termination or increase, decrease or change
in personnel, management, shareholders or members of any one or more of the
undersigned which may be corporations, partnerships or other entities. Written
notice as above provided shall be the only means of revocation or termination of
this guaranty, notwithstanding the fact that for periods of time there may be no
outstanding liabilities of the Borrower. No revocation or termination hereof
shall affect in any manner the effectiveness and applicability of this guaranty,
or any rights of the Shareholders or the obligations of the undersigned
hereunder, with respect to (a) liabilities of the Borrower which shall have been
created, contracted, assumed or incurred prior to receipt by the Shareholders of
written notice of such revocation or termination, (b) all extensions, renewals
or modifications of any of the liabilities referred to in (a) above made after
receipt by the Shareholders of such written notice, or (c) liabilities of the
Borrower which shall have been created, contracted, assumed or incurred after
receipt by the Shareholders of such written notice pursuant to any contract
entered into by the Shareholders prior to its receipt of such notice or which
are otherwise related to or connected with liabilities of the Borrower
theretofore arising or transactions theretofore entered into.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      The
Shareholders at all times and from time to time shall have the right to require
the undersigned to deliver to the Shareholders as security for the liabilities
of the undersigned hereunder, collateral security, original or additional,
satisfactory to the Shareholders.

      


      All
property of the undersigned shall be held by the Shareholders subject to a lien
and as security for any and all liabilities of the undersigned. The term
"property of the undersigned" shall include all property of every description,
now or hereafter in the possession or custody of or in transit to the
Shareholders for any purpose e, including safekeeping, collection or pledge, for
account of the undersigned, or as to which the undersigned may have any right or
power. The balance of every account of the undersigned with, and each claim of
the undersigned against, the Shareholders existing from time to time, shall be
subject to a lien and subject to be set off against any and all liabilities of
the undersigned and the Shareholders may at any time or from time to time at its
option and without notice appropriate and apply toward the payment of any of the
liabilities of the undersigned the balance of each such account of the
undersigned with, and each such claim of the undersigned against, the
Shareholders.

      


      Upon the
happening of an Event of Default, then and in any such event, and at any time
thereafter, the Shareholders may, without notice to the Borrower or the
undersigned, make the liabilities of the Borrower to the Shareholders, whether
or not then due, immediately due to and payable hereunder as to the undersigned,
and the Shareholders shall be entitled to enforce the obligations of the
undersigned hereunder.

      


      Upon
nonpayment when due of any of the liabilities of the Borrower or the undersigned
to the Shareholders (after the expiration of applicable grace period), the
Shareholders may immediately or at any time or times thereafter without demand
or notice to the Borrower or the undersigned and without advertisement, all of
which are hereby expressly waived, sell, resell, assign and deliver all or part
of said "property of the undersigned" at any Brokers' Board or Exchange, or at
public or private sale, for cash, upon credit or for future delivery, and in
connection therewith may grant options (in each case, as the Shareholders may,
in their sole discretion, exercised in a commercially reasonable manner,
determine). Upon each such sale the Shareholders may purchase the whole or any
part of such property, free from any right of redemption, which is hereby waived
and released.

      


      In the
case of each such sale, or of any proceedings to collect any liabilities of the
undersigned, the undersigned shall pay all costs and expenses of every kind for
collection, sale or delivery, including reasonable attorneys' fees actually
incurred, and after deducting such costs and expenses from the proceeds of sale
or collection, the Shareholders may apply any residue to pay any liabilities of
the undersigned, who shall continue liable for any deficiency, with
interest.

      


      Without
limiting the Shareholders' rights under any other agreement, upon the date
notice of revocation, or termination of this guaranty is received, or upon the
occurrence of an Event of Default hereunder or under any of the loan documents
evidencing or relating to the liabilities of the Borrower, any obligations owed
by the Borrower to the undersigned in connection with any extension of credit or
financial accommodation by the undersigned to or for the account of the Borrower
are hereby subordinated to the liabilities of the Borrower, and such obligations
of the Borrower to the undersigned, if the Shareholders so requests, shall be
collected, enforced and received by the undersigned as trustee for the
Shareholders and shall be paid over to the Shareholders on account of the
liabilities of the Borrower without reducing or affecting in any manner the
liability of the undersigned under other provisions of this
guaranty.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      The
undersigned shall not exercise any right of subrogation which it may have at any
time otherwise as a result of this guaranty (whether contractual, under Section
509 of the Bankruptcy Code, or otherwise) until all of the liabilities of the
Borrower have been paid in full. If any amount is paid to the undersigned on
account of subrogation rights the undersigned may otherwise have under this
guaranty, when the liabilities of the Borrower shall have not been paid in full,
the amount shall be held in trust for the benefit of the Shareholders and shall
be promptly paid to the Shareholders to be credited and applied to the
liabilities of the Borrower.

      


      If claim
is ever made upon the Shareholders for repayment, return, restoration or other
recovery of any amount or amounts received by the Shareholders in payment or on
account of any of the liabilities of the Borrower and the Shareholders repay all
or part of said amount: (a) because such payment or application of proceeds is
or may be avoided, invalidated, declared fraudulent, set aside or determined to
be void or voidable as a preferential transfer, fraudulent conveyance,
impermissible setoff or a diversion of trust funds; or (b) for any other reason,
including (without limitation) by reason of (i) any judgment, decree or order of
any court or administrative body having jurisdiction over the Shareholders or
any of their property, or (ii) any settlement or compromise of any such claim
effected by the Shareholders with any such claimant (including the Borrower),
then and in such event the undersigned agrees that any such judgment, decree,
order, settlement or compromise shall be binding upon the undersigned,
notwithstanding any revocation hereof or the cancellation of any note or other
instrument evidencing any liability of the Borrower, and the undersigned shall
be and remain liable to the Shareholders hereunder for the amount so repaid or
recovered to the same extent as if such amount had never originally been
received by the Shareholders. The undersigned hereby indemnifies and shall
reimburse and hold the Shareholders harmless for the amount so repaid and for
all other claims, actions, suits, proceedings, liabilities, losses, costs and
expenses of every kind (including, without limitation, the disbursements,
expenses and fees of the Shareholders' attorneys) that may be imposed upon,
incurred by or asserted against the Shareholders (i) in connection with
defending any such claim for repayment and collecting such amount from the
undersigned, or (ii) otherwise arising out of or related directly or indirectly
to this guaranty (including, without limitation, any action, suit or proceeding
between the undersigned and the Shareholders, whether on this guaranty or
otherwise). The provisions of this paragraph shall survive the termination of
this guaranty, and any satisfaction and discharge of the Borrower by virtue of
any payment or court order or any state or federal law.

      


      No delay
on the part of the Shareholders 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 modifications or
amendment of this guaranty, shall be deemed to he made by the Shareholders
unless the same shall be in writing, duly signed on behalf of the Shareholders,
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 the Shareholders or
the obligations of the undersigned to the Shareholders in any other respect at
any other time.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      Whenever
in this instrument the words "attorneys' fees" are used, such fees shall mean
attorneys' fees reasonably and actually incurred. The term "Borrower" as used
throughout this instrument shall be deemed to include any corporation or
corporations which succeed to all or substantially all of the assets or business
of the Borrower by merger, consolidation or sale of assets if the Borrower is a
corporation.

      


      This
guaranty and the rights and obligations of the Shareholders and of the
undersigned hereunder shall be governed and construed in accordance with the
laws of the State of Florida; and this guaranty is binding upon the undersigned,
his heirs, executors, administrators, successors, or assigns, and shall inure to
the benefit of the Shareholders, its successors or assigns. The undersigned hereby irrevocably
submits to the jurisdiction of any Florida or Federal Court located in Palm
Beach County over any
action or proceeding arising out of any dispute between the undersigned
and the Shareholders,
and the undersigned further irrevocably consents to the service of any process
in any such action or
proceeding by the mailing of a copy of such process to the undersigned at
the address set forth
below. In the event of litigation between the Shareholders and the undersigned
over any matter
connected with this guaranty, resulting from transactions hereunder or
relating to
documentation or matters connected with the liabilities of the Borrower, the
right to a trial by jury
is hereby waived by the Shareholders and the undersigned. The undersigned also
waives the right to
interpose any defense, including but not limited to, those defenses based
upon fraud or any
statute of limitations or any claim of lathes and any setoff or claim,
deduction or
counterclaim of any nature or description in any action or proceeding instituted
by the Shareholders with
respect to this guaranty or any matter arising herefrom or relating hereto.
To the extent that the
undersigned has or may hereafter acquire any immunity from the jurisdiction of any court or from any
legal process (whether from service or notice, attachment prior to judgment, attachment in aid
of execution, execution or otherwise), with respect to the undersigned or the property of the
undersigned, such immunity is hereby irrevocably waived by the
undersigned.

      


      The
undersigned, if more than one, shall be jointly and severally liable hereunder,
and the term "undersigned" wherever used herein shall mean the undersigned or
any one or more of them. Any one signing this guaranty shall be bound hereby,
whether or not any one else signs this guaranty at any time.

      


      [SIGNATURE
PAGE FOLLOWS]

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      


      


      Dated:
Gouverneur, New York, 17th of December, 2008

      


      SEAWAY
VALLEY CAPITAL CORPORATION

      


           

      By:
_____________________________

      Thomas W. Scozzafava,
President, Chief Executive Officer and Chairman of the Board