EXHIBIT 10-4


GUARANTY


          IN CONSIDERATION of the sum of One Dollar ($1.00), cash in hand paid, and other valuable consideration, as well as for the purpose of seeking to induce BRANCH BANKING AND TRUST COMPANY, having a principal office at 255 South Orange Avenue, Suite 112, Orlando, Florida 32801 (hereinafter termed the “Bank”), to extend credit to PINEAPPLE HOUSE OF BREVARD, INC., a Florida corporation (hereinafter termed the “Principal”), the undersigned (hereinafter termed the “Guarantor”) does hereby absolutely and unconditionally guarantee to said Bank and to its endorsers, transferees, successors or assigns of either this guaranty or any of the obligations secured hereunder, the prompt payment and performance, according to their respective terms, of all liabilities (as hereinafter defined) of the Principal to the Bank.

	
  
1.
  	
  
The term “Liability” or “Liabilities” as used herein shall include, without   limitation, all of the obligations of the Guarantor hereunder, and all   liabilities and obligations of Principal to Bank arising from or in   connection with a Commitment Letter dated July 7, 2005 between Principal and   Bank, and all payment and performance obligations of Principal under the Loan   Documents executed pursuant to the Commitment Letter.  This guaranty is additional and   supplemental to any and all other guaranties heretofore and hereafter   executed by any Guarantor for benefit of Bank, whether or not relating to the   Liabilities, and shall not supersede or be superseded by any other document   or guaranty executed by any Guarantor or any other person or entity for any   purpose.
  
	
   
  	
  
 
  
	
  
2.
  	
  
The   Guarantor waives notice of acceptance of this guaranty and notice of any   Liability to which it may apply, and waives presentment, demand for payment,   protest, notice of dishonor or nonpayment of any Liabilities and any suit or   the taking of other action by Bank against and any other notice to any party   liable thereon (including the Guarantor).
  
	
  
 
  	
  
 
  
	
  
3.
  	
  
Bank may at   any time and from time to time without notice to the Guarantor (except as   required by law), without incurring responsibility to the Guarantor, without   impairing, releasing or otherwise affecting the obligations of the Guarantor,   in whole or in part, and without the endorsement or execution by the   Guarantor of any additional consent, waiver or guaranty  (a) change the manner, place or terms of   payment, and change or extend the time of or renew or alter, any Liability or   installment thereof, or any security therefor, and may lend additional monies   or extend additional credit to Principal, with or without security, thereby   creating new Liabilities, the payment of which shall be guaranteed hereunder,   and the guaranty herein made shall apply to the Liabilities as so changed,   extended, renewed, increased or otherwise altered;  (b) sell, exchange, release, surrender, realize upon or   otherwise deal with in any manner and in
any order any property at any time   pledged or mortgaged to secure the Liabilities and any offset thereagainst;  (c) exercise or refrain from exercising   any rights against Principal or others (including the Guarantor) or act or   refrain from acting in any other manner;    (d) settle or compromise any Liability or any security therefor and   may subordinate the payment of all or any part thereof to the payment of any   Liability (whether or not due) of Principal to creditors of Principal other   than Bank and the Guarantor; and (e) apply any sums from any sources to any   Liability without regard to any Liabilities remaining unpaid.
  














	
  
4.
  	
  
No invalidity,   irregularity or unenforceability of all or any part of the Liabilities or of   any security therefor shall affect, impair or be a defense to this guaranty,   and this guaranty is a primary and absolute obligation of the Guarantor.
  
	
  
 
  	
  
 
  
	
  
5.
  	
  
This   guaranty is a continuing one, and all Liabilities to which it applies or may   apply under the terms hereof shall be conclusively presumed to have been   created in reliance hereon.  The death   or insanity of any Guarantor shall have the effect of a notice of termination   only after the Bank has actually received written notice from such   Guarantor’s legal representative; provided, however, that no notice of such   death or insanity shall affect, in any manner, rights arising under this   guaranty with respect to Liabilities that shall have been created,   contracted, assumed or incurred prior to receipt by Bank of written notice of   such death or insanity, or Liabilities that shall have been created,   contracted for, assumed or incurred after receipt of such written notice   pursuant to any agreement entered into by Bank prior to receipt of such   notice, and the estate of such Guarantor shall then remain liable for any   such Liabilities,
and the sole effect of such notice of such death or   insanity shall be to exclude (as to that Guarantor only) from this guaranty   Liabilities thereafter arising that are unconnected with Liabilities   theretofore arising or transactions theretofore entered into.  The obligations of any other Guarantor   shall remain unaffected by the death or insanity of any one or more   Guarantors.
  
	
   
  	
  
 
  
	
  
6.
  	
  
Notwithstanding   anything to the contrary contained herein, this guaranty shall stand as and   for the Guarantor’s guaranty of those certain credits granted by Bank to   Principal evidenced by that certain promissory note of Principal to Bank,   dated of even date herewith in the original principal amount of FOURTEEN   MILLION AND NO/100 DOLLARS ($14,000,000.00), according to the terms thereof,   and to all renewals, extensions, and modifications thereof, and including all   future advances in connection therewith, plus interest thereon, and any   disbursements made for the payment of taxes, levies, or insurance on the   mortgaged property, and for maintenance, repair, protection, and preservation   of the mortgaged property, with interest on such disbursements.  Bank, by its acceptance hereof, agrees   that upon payment to Bank in full of the herein described indebtedness, this   guaranty shall be of no further force and effect.
  
	
  
 
  	
  
 
  
	
  
7.
  	
  
All notices   provided to be given to Bank herein shall be sent by registered or certified   mail, return receipt requested, to the address shown in the preamble to this   agreement.
  
	
  
 
  	
  
 
  
	
  
8.
  	
  
Any and all   rights and claims of the Guarantor against Principal or any of its property   shall be subordinate and subject in right of payment to the prior payment in   full of all Liabilities.
  
	
   
  	
  
 
  
	
  
9.
  	
  
As security   for the Liabilities, Bank is hereby given a lien upon, security title to and   a security interest in all property of the Guarantor now or at any time   hereafter in possession of Bank in any capacity whatsoever, and whether joint   or by the entireties, including but not limited to any balance or share of   any deposit, account, trust, agency or special account, or items of monies of   the Guarantor now or hereafter in the possession or control of or otherwise   with Bank, to include all dividends and distributions thereon or other rights   in connection therewith, and Bank shall have such right to such property as   authorized by law.  Without limiting   the generality of the foregoing, Bank shall have a prior perfected security   interest to secure the Liabilities and may, at any time or from time to time   at its option and without notice: (a) appropriate and apply towards the   payment of any of the Liabilities the balance of any such
account of the   Guarantor, and (b) transfer into its own name or that of its nominee any such   property in the possession or custody of Bank.
  




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




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12.
  	
  
Guarantor   shall pay all costs of collection and reasonable attorneys’ fees, including   reasonable attorneys’ fees of any suit out of court, in trial, on appeal, in   bankruptcy proceedings or otherwise, incurred or paid by Bank in enforcing   the payment of any Liability or enforcing or preserving any right or interest   of Bank hereunder, including the collection, sale or delivery of any   collateral security from time to time pledged hereunder, and after deducting   such fees, costs and expenses from the proceeds of sale or collection, Bank   may apply any residue to pay any of the Liabilities and the Guarantor shall   continue to be liable for any deficiency with interest, which shall remain a   Liability.
  
	
  
 
  	
  
 
  
	
  
13.
  	
  
If claim is   ever made upon Bank for repayment or recovery of any amount or amounts   received by Bank in payment or on account of any of the Liabilities and Bank   repays all or part of said amount by reason of any judgment, decree or order   of any court or administrative body having jurisdiction over Bank or any of   its property or any settlement or compromise of any such claim effected by   Bank with any such claimant (including Principal), then the Guarantor agrees   that any such judgment, decree, order, settlement or compromise shall be   binding upon the Guarantor, notwithstanding any revocation hereof or the   cancellation of any note or other instrument evidencing any Liability, and   the Guarantor shall be and remain liable to Bank hereunder for the amount so   repaid or recovered to the same extent as if such amount had never originally   been received by Bank.
  
	
   
  	
  
 
  
	
  
14.
  	
  
Any   acknowledgment, new promise, payment of principal or interest, or otherwise,   whether by Principal or others (including the Guarantor), with respect to any   of the Liabilities shall, if the statute of limitations in favor of the   Guarantor against Bank shall have commenced to run, toll the running of such   statute of limitations and, if the period of such statute of limitations   shall have expired, prevent the operation of such statute of limitations.
  
	
  
 
  	
  
 
  
	
  
15.
  	
  
Bank shall   not be bound to take any steps necessary to preserve any rights in any of the   property of the Guarantor against prior parties who may be liable in   connection therewith, and the Guarantor hereby agrees to take any such   steps.  Bank may, nevertheless, at any   time after and during the continuance of a default  (a) take any action it may deem appropriate for the care or   preservation of such property or of any rights of the Guarantor or Bank   therein;  (b) demand, sue for, collect   or receive any money or property at any time due, payable or receivable on   account of or in exchange for any property of the Guarantor;  (c) compromise and settle with any person   liable on such property, or  (d)   extend the time of payment or otherwise change the terms thereof as to any   party liable thereon, all without notice to, without incurring responsibility   to, and without affecting any of the obligations of the
Guarantor.
  
	
  
 
  	
  
 
  
	
  16.
  	
  
No delay on   the part of Bank in exercising any of its options, powers or rights, or   partial or single exercise thereof, shall constitute a waiver thereof.  No waiver of any of its rights hereunder,   and no modification or amendment of this guaranty, shall be deemed to be made   by Bank unless the same shall be in writing, duly signed on behalf of Bank,   and each such waiver, if any, shall apply only with respect to the specific   instance involved, and shall in no way impair the rights of Bank or the   obligations of the Guarantor to Bank in any other respect at any other time.
  




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17.
  	
  
Bank shall   not be required to proceed first against Principal, or any other person, firm   or corporation, whether primarily or secondarily liable, or against any   collateral security held by it, before resorting to the Guarantor for   payment, and the Guarantor shall not be entitled to assert as a defense to   the enforceability of the guaranty set forth herein any defense of Principal   with respect to any Liability.
  
	
  
 
  	
  
 
  
	
  
18.
  	
  
Guarantor   hereby subordinates any and all indebtedness of Principal now or hereafter   owed to Guarantor to all indebtedness of Principal to Bank, and agrees with   Bank that Guarantor shall not demand or accept any payment of principal or   interest from Principal, shall not claim any offset or other reduction of   Guarantor’s obligations hereunder because of any such indebtedness and shall   not take any action to obtain any of the security described in and encumbered   by the security instruments; provided, however, that, if Bank so requests,   such indebtedness shall be collected, enforced and received by Guarantor as   trustee for Bank and be paid over to Bank on account of the indebtedness of   Principal to Bank, but without reducing or affecting in any manner the   Liability of Guarantor under the other provisions of this Guaranty.
  
	
   
  	
  
 
  
	
  
19.
  	
  
Each   Guarantor warrants and represents to Bank that all financial statements   heretofore delivered by said Guarantor to Bank are true and correct in all   respects as of the date hereof, and each corporate Guarantor agrees to comply   with the following reporting requirements by providing the following   information to Bank:
  




	
  
 
  	
  
a.
  	
  
Quarterly   10Q Reports and annual 10K reports of Borrower and Guarantor when filed with   the S.E.C., within two weeks of the time required for filing by the   Securities and Exchange Commission;
  
	
  
 
  	
  
b.
  	
  
Financial   records for Southeast Power Corporation and other subsidiaries as reasonably   requested by the Bank; and
  
	
  
 
  	
  
c.
  	
  
Such other   financial information or disclosure deemed necessary by the Bank from time to   time.
  





	
  
20.
  	
  
This   guaranty may not be changed orally or by implication, and no obligation of   Guarantor can be released or waived by Bank or any officer or agent of Bank,   except by a writing, signed by a duly authorized officer of Bank.  This guaranty shall be irrevocable by   Guarantor until all indebtedness guaranteed hereby has been completely repaid   and all obligations and undertakings of Principal under, by reason of, or   pursuant to the note and loan documents have been completely performed.
  







	
  
21.
  	
  
If from any   circumstances whatsoever fulfillment of any provisions of this guaranty, at   the time performance of such provision shall be due, shall involve transcending   the limit of validity prescribed by any applicable usury statute or any other   applicable law as of the date hereof, with regard to obligations of like   character and amount, then ipso facto the obligation to be fulfilled   shall be reduced to the limit of such validity, so that in no event shall any   exaction be possible under this guaranty that is in excess of the limit of   such validity as of the date hereof, but such obligation shall be fulfilled   to the limit of such validity.  The   provisions of this paragraph shall control over every other provision of this   guaranty.
  



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22.
  	
  
The failure   of any other person to sign this guaranty shall not release or affect the   obligations or liability of the Guarantor.    If more than one party executes this Guaranty, the obligations of the   Guarantor hereunder shall be joint and several and the term “Guarantor” shall include each as well as   all of them.  This Guaranty may be   executed in any number of counterparts, each of which shall be deemed an   original instrument, but all such counterparts together shall constitute one   and the same instrument.
  
	
  
 
  	
  
 
  
	
  
23.
  	
  
The term “Guarantor” wherever used herein shall   mean the Guarantor or any one or more of them.  Anyone executing this guaranty shall be bound by the terms   hereof without regard to execution by anyone else.  This guaranty is binding upon the Guarantor, his, their, or its   executors, administrators, successors or assigns, and shall inure to the   benefit of Bank, its successors, endorsees or assigns.  This Guaranty shall in no event be   impaired by any change which may arise by reason of the death of Principal or   Guarantor, if individuals, or by reason of the dissolution of Principal or   Guarantor, if Principal or Guarantor is a corporation or partnership.
  
	
  
 
  	
  
 
  
	
  
24.
  	
  
Notwithstanding   anything to the contrary in this guaranty, the Guarantor hereby irrevocably   waives all rights it may have at law or in equity (including, without   limitation, any law subrogating the Guarantor to the rights of the Bank) to   seek contribution, indemnification, or any other form of reimbursement from   the Principal, or any other person now or hereafter primarily liable for any   obligation of the Principal to the Bank, for any disbursement made by the   Guarantor under or in connection with this guarantee or otherwise.
  
	
   
  	
  
 
  
	
  
25.
  	
  
This   agreement has been delivered in the State of Florida and shall be construed   in accordance with the laws of Florida.    Wherever possible, each provision of this agreement shall be   interpreted in such manner as to be effective and valid under applicable law,   but if any provision of this agreement shall be prohibited by or invalid   under applicable law, such provision shall be ineffective to the extent of   such prohibition or invalidity, without invalidating the remainder of such   provision or the remaining provisions of this agreement.  To the extent permitted by applicable law,   the Guarantor hereby waives any provision of law that renders any provision   hereof prohibited or unenforceable in any respect.  Guarantor, whether or not a Florida resident, hereby waives any   plea or claim of lack of personal jurisdiction or improper venue in any   action, suit or proceeding brought upon to enforce this Guaranty or the
Liabilities.  The Guarantor   specifically authorizes any such action to be instituted and prosecuted in   any Circuit Court in Florida, or United States District Court of Florida, at   the election of Bank, where venue would lie and be proper against any   Principal.
  
	
  
 
  	
  
 
  
	
  
26.
  	
  
GUARANTOR   AND BANK HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT   EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON,   OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS GUARANTY AND ANY   AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE   OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR   ACTIONS OF EITHER PARTY.  THIS   PROVISION IS A MATERIAL INDUCEMENT FOR THE BANK MAKING THE LOAN OR EXTENSION   OF CREDIT EVIDENCED BY THIS AGREEMENT.
  



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          Dated this November _____, 2005.

	
  
Signed,   sealed and delivered in the   presence of:
  	
  
 “GUARANTOR”

  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 _____________________,

  
	
  
 
  	
  
 a __________   corporation

  
	  
	  
	  

	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
By:
  	
  
 
  
	  
	  
	

	
  
Print   Name:______________________
  	
  
 
  	
  
STEPHEN R.   WHERRY
  
	
  
 
  	
  
 
  	
  
Treasurer
  
	
  
 
  	
  
 
  	
  
 
  
	
  
_______________________________
  	
  
 
  	
  
 
  
	  
	  
	  

	
  
Print   Name:______________________
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
STATE OF   FLORIDA
  	
  
 
  	
  
 
  
	
  COUNTY OF   ____________________
  	
  
 
  	
  
 
  




          The foregoing instrument was executed and acknowledged before me this November _____, 2005, by STEPHEN R. WHERRY, as Treasurer of ________________, a ____________ corporation, on its behalf.

	
  
 
  	
  


  
	
  
 
  	
  
Signature of   Notary Public
  
	
  
(SEAL)
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Name of   Notary Public
  
	
  
 
  	
  
(Typed,   Printed or stamped)
  



	
  
Personally   Known
  	
  
 
  	
  
OR Produced   Identification
  	
  
 
  
	
  
 
  	
  


  	
  
 
  	
  


  
	
  Type of   Identification Produced:
  	
   
  
	
   
  	
  


  


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