Malcolm J. Wright -- Guaranty Agreement of $7,000,000 Bankers Credit Note


    
      

    

    Exhibit
      10.136

     

    
 

    Guaranty
      Agreement

    


    THIS
      GUARANTY AGREEMENT
      dated
January
      3, 2006
      (the
“Guaranty”),
      is
      executed by
      Malcom J. Wright individually and American Leisure Holdings, Inc., a Nevada
      Corporation, (collectively
      referred to herein as the “Guarantor”)
      and
      extended to Bankers
      Credit Corporation, a Florida Corporation, (the
      “Lender”)
      for
      the benefit of Reedy
      Creek Acquisition Company, LLC, a Florida Limited Liability
      Company
      (herein
      collectively referred to as the “Borrower”).

    


    Recitals:

    


    A    Lender
      has agreed to make a loan (the “Loan”)
      to
      Borrower pursuant to the terms and conditions of, among other documents, a
      Promissory Note of even date executed and delivered by Borrower in favor of
      Lender in the original principal amount of Seven
      Million and 00/100 dollars ($7,000,000.00)
      (the
“Note”)
      secured by a mortgage on real property located in Osceola
      County,
      Florida
      (the “Mortgage”),
      and
      other documents. The Note and Mortgage, and the other loan documents executed
      contemporaneously therewith, are hereinafter referred to collectively as the
      “Security
      Documents”
or
      as
      the “Loan
      Documents.”

    


    B Guarantor: Malcom
      J. Wright individually and American Leisure Holdings, Inc., a Nevada
      Corporation

    


    C Without
      this Guaranty, Lender would be unwilling to make the Loan to
      Borrower.

    


    D Because
      of the direct benefit to Guarantor from the Loan to Borrower, and as an
      inducement to Lender to make the Loan to Borrower, Guarantor agrees to guarantee
      to Lender the obligations of Borrower as set forth herein.

    


    NOW,
      THEREFORE,
      in
      consideration of Lender entering into the Loan Agreement and making the Loan
      to
      Borrower, and for other good and valuable consideration by Borrower to
      Guarantor, the receipt and sufficiency of which is hereby acknowledged by
      Guarantor, Guarantor hereby covenants and agrees as follows:

    


    2     Unlimited
      Guaranty of Payment.
      Guarantor hereby unconditionally guarantees to Lender the payment, when due,
      by
      acceleration or otherwise, of the Loan principal, together with all interest,
      costs, expenses, and attorneys’ fees related to the Indebtedness. For the
      purposes hereof, the term “Indebtedness”
shall
      include any and all indebtedness and obligations of Borrower to Lender,
      including without limitation, the loan principal, together with interest, fees
      and expenses, including attorneys’ fees, evidenced by the Note, the Loan
      Agreement, the Security Documents or otherwise, or arising in connection with
      the Loan, whether existing now or arising hereafter, as such Indebtedness may
      be
      modified, increased, extended or renewed from time to time. The guaranty of
      Guarantor as set forth in this section is a guaranty of payment and not of
      collection. The amount of this Guaranty shall not be diminished, limited, or
      otherwise affected by payments made under the Loan except for full and complete
      satisfaction of the Debt evidenced by Lender’s execution of a Satisfaction of
      Mortgage.

     

    


    
      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    3     Subordination.
      All
      rights and claims of Guarantor now or hereafter existing (collectively the
      “Guarantor
      Claims”)
      against Borrower or any of Borrower’s property which Borrower now owns or shall
      acquire in the future or hereafter existing shall be subordinate and subject
      in
      right of payment to the prior payment in full of the indebtedness to
      Lender.

    


    Until
      the
      indebtedness has been paid in full and Guarantor shall have performed or
      satisfied all of its obligations hereunder, Guarantor shall not receive or
      collect, directly or indirectly, from Borrower or any other party any payment
      upon Guarantor Claims, nor seek to realize upon any collateral securing such
      Guarantor Claims nor claim any offset or other reduction of Guarantor’s
      obligations hereunder because of any Guarantor Claims. Notwithstanding the
      foregoing, if Guarantor should receive any such payment, Guarantor agrees to
      hold same in trust for Lender and agrees that Guarantor shall have absolutely
      no
      rights in or to or dominion over, such payments except to pay them promptly
      to
      Lender without demand by Lender.

    


    4     Guarantor
      Waivers.
      Guarantor hereby waives and agrees not to assert or take advantage of
(a)
      any
      right or claim of right to cause a marshaling of any of Borrower’s assets or the
      assets of any other party now or hereafter held as security for the
      indebtedness; (b)
      the
      defense of the statute of limitations in any action hereunder or for the payment
      of the indebtedness and performance of any obligation hereby
      guaranteed;
      (c)
      any
      defense that may arise by reason of the incapacity, lack of authority, death
      or
      disability of Guarantor, any other guarantor of the Loan, or Borrower or any
      other person or entity, or the voluntary or involuntary dissolution of Borrower
      or Guarantor, or the failure of Lender to file or enforce a claim against the
      estate (either in administration, Bankruptcy, or any other proceeding) of
      Borrower or any other person or entity; (d)
      any
      defense based on the failure of Lender to give notice of the existence,
      creation, or incurring of any new or additional indebtedness or obligation,
      or
      of any action or nonaction on the part of any other person whomsoever, or any
      modification of the terms of the Loan Documents, or the indebtedness, in
      connection with any obligation hereby guaranteed; (e)
      any
      defense based upon an election of remedies by Lender which destroys or otherwise
      impairs any subrogation rights of Guarantor or any other guarantor of the Loan
      or the right of Guarantor to proceed against Borrower or any other guarantor
      for
      reimbursement, or both; (f)
      any
      defense based upon failure of Lender to commence an action against Borrower;
      (g)
      any
      defense based upon acceptance of this Guaranty by Lender; (h)
      any
      defense based upon the invalidity or unenforceability of any of the Loan
      Documents;
      (i)
      any
      defense based upon any limitation of liability contained in any of the Loan
      Documents;
      (j)
      any
      defense based upon any transfer by Borrower of all or any part of the
      Collateral; (k)
      any
      defense based upon the failure of Lender to perfect any security or to extend
      or
      renew the perfection of any security; and (l) any
      other legal or equitable defenses whatsoever to which Guarantor might otherwise
      be entitled.

    


    5     Consent
      to Lender’s Actions or Inactions.
      Guarantor consents that Lender may, at any time and from time to time, before
      or
      after any Default by Borrower, without affecting the liability of Guarantor
      hereunder and with or without further notice to or assent from
      Guarantor:

    


    a     either
      with or without consideration to Borrower or to any guarantor guaranteeing
      the
      payment of any portion of the indebtedness, or any pledgor or grantor of any
      collateral; exchange, release or surrender (in whole or in part), or fail to
      protect or to preserve the value of any collateral now or hereafter held as
      security for the Loan, or waive, release or subordinate any lien or security
      interest (in whole or in part) in or on any such collateral;

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


     

    


    b     waive
      or
      delay the exercise of any of its rights or remedies against Borrower or any
      other person or entity, including without limitation, any guarantor guaranteeing
      any portion of the indebtedness; notwithstanding any waiver or delay, Lender
      shall not be precluded from further exercise of any of its rights, powers or
      privileges expressly provided for herein or otherwise available, it being
      understood that all such rights and remedies are cumulative;

    


    c     waive
      or
      extend the time of Borrower’s or any other guarantor’s performance of any and
      all terms, provisions and conditions set forth in the Loan
      Documents;

    


    d     release
      Borrower or any other person or entity, including without limitation, any other
      guarantor guaranteeing payment of any portion of the indebtedness, from their
      obligations to complete the Project and/or from their obligations to repay
      all
      or any portion of the indebtedness;

    


    e     proceed
      against Guarantor without first proceeding against or joining Borrower or any
      other guarantor guaranteeing payment of any portion of the indebtedness or
      any
      endorser of the Note, or any property securing the payment of the
      indebtedness;

    


    f     renew,
      extend or modify the terms of the Loan or any instrument or agreement
      evidencing, securing, or relating to the Loan;

    


    g     generally
      deal with Borrower or other person or party or any Collateral as Lender may
      see
      fit; and

    


    Guarantor
      shall remain bound under this Guaranty notwithstanding any such exchange,
      release, surrender, subordination, waiver (whether or not such waiver is oral
      or
      written), delay, proceeding, renewal, extension, modification, act or failure
      to
      act, or other dealings described in Subsections 5(a) through 5(h) above,
      inclusive, even though done without notice to or consent from
      Guarantor.

    


    6     Waiver
      of Notice.
      Guarantor waives all notices whatsoever with respect to the Loan Documents,
      including without limitation, this Guaranty, and with respect to the Loan,
      including but not limited to, notice of:

    


    a     Lender’s
      acceptance of this Guaranty or its intention to act, or its action, in reliance
      hereon;

    


    b     the
      making of the Loan by Lender to Borrower;

    


    c     presentment
      and demand for payment of the Loan or any portion thereof;

    


    d     protest
      and notice of dishonor or non-payment with respect to the Loan or any portion
      thereof;

     

    


    
      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    e     any
      Default by Borrower or any pledgor, grantor of security, or any other guarantor
      guaranteeing payment of any portion of the indebtedness;

    


    f     
      any
      other
      notices to which Guarantor may otherwise be entitled; and

    


    g     any
      demand for payment under this Guaranty.

    


    7     Primary
      Liability of Guarantor.
      Guarantor agrees that this Guaranty may be enforced by Lender without the
      necessity at any time of resorting to or exhausting any other security or
      collateral and without the necessity at any time of having resorted to recourse
      to the Note or the Collateral through foreclosure proceedings under the Security
      Documents or otherwise, and Guarantor hereby waives any rights to require Lender
      to proceed against Borrower or any other guarantor or to require Lender to
      pursue any other remedy or enforce any other right. Guarantor further agrees
      that Guarantor shall have no right of subrogation, reimbursement or indemnity
      whatsoever, nor any right of recourse to security for the indebtedness of
      Borrower to Lender, unless and until all of the indebtedness of Borrower to
      Lender has been paid in full. Guarantor further agrees that nothing contained
      herein shall prevent Lender from suing on the Note or foreclosing the Mortgage
      or from exercising any other rights available to it under any other Loan
      Documents, or any other instrument of security if neither Borrower nor Guarantor
      timely performs the obligations of Borrower thereunder, and the exercise of
      any
      of the aforesaid rights and the completion of any foreclosure proceedings shall
      not constitute a discharge of any of Guarantor’s obligations hereunder; it being
      the purpose and intent of Guarantor that Guarantor’s obligations hereunder shall
      be absolute, independent and unconditional under any and all circumstances.
      Neither Guarantor’s obligations under this Guaranty nor any remedy for the
      enforcement thereof shall be impaired, modified, changed or released in any
      manner whatsoever by an impairment, modification, change, release or limitation
      of the liability of Borrower or any other guarantor or by reason of Borrower’s
      or any other guarantor’s Bankruptcy, insolvency, death, or dissolution. At any
      time Lender is entitled to exercise its remedies hereunder, it may in its
      discretion elect to demand payment or performance. In the event Lender elects
      to
      demand performance, it shall at all times thereafter have the right to demand
      payment until all of the indebtedness has been paid in full. In the event Lender
      elects to demand payment, it shall at all times thereafter have the right to
      demand performance until all of the indebtedness has been paid in
      full.

    


    8     Subrogation
      Rights.
      Guarantor will not assert any right to which it may be or may become entitled,
      whether by subrogation, contribution or otherwise, against Borrower or any
      other
      guarantor guaranteeing payment of any portion of the indebtedness or against
      any
      of their respective properties, by reason of the performance by Guarantor of
      its
      obligations under this Guaranty. Guarantor also hereby waives any claim, right
      or remedy which Guarantor may now have or hereafter acquire against Borrower
      that arises hereunder and/or from a performance by Guarantor, including, but
      not
      limited to, any claim, remedy or right of subrogation, reimbursement,
      exoneration, indemnification or participation in any claim, right or remedy
      of
      Lender against Borrower or any security which Lender has or hereafter acquires,
      whether or not such claim, right or remedy arises in equity, under contract,
      by
      statute, under common law, or otherwise.

     

    


    
      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    


       
 9     Cost
      of Enforcement.
      In the
      event that the Note or this Guaranty are not paid when due on any stated or
      accelerated maturity date, or should it be necessary for Lender to enforce
      any
      other of its rights under the Loan Documents, Guarantor will pay to Lender,
      in
      addition to principal, interest and other charges due hereunder or under the
      other Loan Documents, all costs of collection or enforcement, including
      reasonable attorneys’ fees, paralegals’ fees, legal assistants’ fees, costs and
      expenses, whether incurred with respect to collection, litigation, Bankruptcy
      proceedings, interpretation, dispute, negotiation, trial, appeal, defense of
      actions instituted by a third party against Lender arising out of or related
      to
      the Loan, enforcement of any judgment based on this Guaranty, or otherwise,
      whether or not a suit to collect such amounts or to enforce such rights is
      brought or, if brought, is prosecuted to judgment.

    


    10     Grant.
      To
      secure the performance of this Guaranty, Guarantor grants to Lender a security
      interest in all property of Guarantor to the extent such property is delivered
      concurrently herewith or is now, or at any time hereafter is in the possession
      of Lender, and all proceeds, replacements, or substitutions of all such
      property. Guarantor agrees that Lender shall have the rights and remedies of
      a
      secured party under the Uniform Commercial Code as adopted by the State of
      Florida with respect to all of the aforesaid property, including, without
      limitation, the right to sell or otherwise dispose of any or all of such
      property. Any notification of intended disposition of any property required
      by
      law shall be deemed reasonably and properly given if given at least five (5)
      calendar days before such disposition. Notwithstanding the foregoing, Lender
      may, without further notice to anyone, apply or set off any balances, credits,
      deposits, accounts, monies or other indebtedness at any time created by or
      due
      from Lender to Guarantor against the amounts due hereunder.

    


    11     Term
      of Guaranty; Warranties.
      This
      Guaranty shall continue in full force and effect until the indebtedness is
      fully
      paid, and all obligations of Borrower and Guarantor are performed and
      discharged. This Guaranty covers the indebtedness whether presently outstanding
      or arising subsequent to the date hereof including all amounts advanced by
      Lender in stages or installments. Guarantor warrants and represents to Lender,
      (i)
      that
      this Guaranty is binding upon and enforceable against Guarantor, its heirs,
      personal representatives, executors, successors, and assigns in accordance
      with
      its terms, (ii)
      that the
      execution and delivery of this Guaranty do not violate any applicable laws
      or
      constitute a breach of any agreement to which Guarantor is a party, (iii)
      that
      there is no litigation, claim, action or proceeding pending, or, to the best
      knowledge of Guarantor, threatened against Guarantor which would adversely
      affect the financial condition of Guarantor or its ability to fulfill its
      obligations hereunder. Guarantor agrees to promptly inform Lender of the adverse
      determination of any litigation, claim, action or proceeding or the institution
      of any litigation, claim, action or proceeding against Guarantor which does
      or
      could adversely affect the financial condition of Guarantor or its ability
      to
      fulfill its obligations hereunder.

    


    12     Further
      Representations and Warranties.
      Guarantor further represents to Lender that Guarantor has knowledge of
      Borrower’s financial condition and affairs and represents and agrees that it
      will keep so informed while this Guaranty is in force. Guarantor agrees that
      Lender has no present or future obligation to investigate the financial
      condition or affairs of Borrower for the benefit of Guarantor nor to advise
      Guarantor of any fact respecting, or any change in, the financial condition
      or
      affairs of Borrower or any other guarantor of the Loan which might come to
      the
      knowledge of Lender at any time, whether or not Lender knows or believes or
      has
      reason to know or believe that any such fact or change is unknown to Guarantor
      or might (or does) increase the risk of Guarantor as guarantor or might (or
      would) affect the willingness of Guarantor to continue as a guarantor with
      respect to the indebtedness.

     

    


    
      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
 

    13     Financial
      Statements.
      Guarantor shall submit annual financial statements to Lender on the Lender’s
      form as requested by the Lender.

    


    14     Additional
      Liability of Guarantor.
      If
      Guarantor is or becomes liable for any indebtedness owing by Borrower to Lender
      by endorsement or otherwise than under this Guaranty, such liability shall
      not
      be in any manner impaired or reduced hereby but shall have all and the same
      force and effect it would have had if this Guaranty had not existed and
      Guarantor’s liability hereunder shall not be in any manner impaired or reduced
      thereby.

    


    15     Cumulative
      Rights.
      All
      rights of Lender hereunder or otherwise arising under any documents executed
      in
      connection with or as security for the indebtedness are separate and cumulative
      and may be pursued separately, successively or concurrently, or not pursued
      without affecting, reducing or limiting any other right of Lender and without
      affecting, reducing, or impairing the liability of Guarantor.

    


    16     Multiple
      Counterparts; Pronouns; Captions; Severability.
      This
      Guaranty may be executed in multiple counterparts, each of which shall be deemed
      an original but all of which shall constitute but one and the same document.
      The
      pronouns used in this instrument shall be construed as masculine, feminine
      or
      neuter as the occasion may require. Use of the singular includes the plural,
      and
      vice versa. Captions are for reference only and in no way limit the terms of
      this Guaranty. Invalidation of any one or more of the provisions of this
      Guaranty shall in no way affect any of the other provisions hereof, which shall
      remain in full force and effect. Use of the term “include” or “including” is
      always without limitation. “Person” or “party” means any natural person or
      artificial entity having legal capacity.

    


    17     Lender
      Assigns.
      This
      Guaranty is intended for and shall inure to the benefit of Lender and each
      and
      every person who shall from time to time be or become the owner or holder of
      any
      document evidencing or securing the indebtedness, and each and every reference
      herein to Lender shall include and refer to each and every successor or assignee
      of Lender at any time holding or owning any part of or interest in any part
      of
      the indebtedness. This Guaranty shall be transferable and negotiable with the
      same force and effect, and to the same extent, that any document evidencing
      or
      securing all or any portion of the indebtedness is transferable and negotiable,
      it being understood and stipulated that upon assignment or transfer by Lender
      of
      any of the indebtedness, the legal holder or owner of said indebtedness (or
      a
      part thereof or interest therein thus transferred or assigned by Lender) shall
      (except as otherwise stipulated by Lender in its assignment) have and may
      exercise all of the rights granted to Lender under this Guaranty to the extent
      of that part of or interest in the indebtedness thus assigned or transferred
      to
      said person. Guarantor expressly waives notice of transfer or assignment of
      the
      indebtedness, or any part thereof, or of the rights of Lender hereunder. Failure
      to give notice will not affect the liabilities of Guarantor
      hereunder.

     

    


    
      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
 

         
18   Application
      of Payments.
      Lender
      may apply any payments received by it from any source against that portion
      of
      the indebtedness (principal, interest, court costs, attorneys’ fees or other) in
      such priority and fashion as it may deem appropriate.

    


     
      19   Notices.
      Unless
      otherwise provided, all notices required to be given hereunder shall be in
      writing and shall be deemed served on the earlier of
      (i)
      receipt
      or (ii)
      seventy-two (72) hours after deposit in registered, certified or first-class
      United States mail, postage prepaid, and addressed to the parties at the
      following addresses, or such other addresses as may from time to time be
      designated by written notice given as herein required:

     

                                    
      Guarantor:   Malcom
      J. Wright and

    American
      Leisure Holdings, Inc., a Nevada Corporation

    2462
      Sand Lake Road

    Orlando,
      FL 32809

     

                                     
      Lender:                               
      Bankers
      Credit Corporation, Inc.

    L.
      Cleveland Hightower, President

    1053
      Maitland Center Commons Blvd., Suite 201

    Maitland,
      FL 32751

    


    Personal
      delivery to a party or to any officer, partner, agent or employee of such party,
      or if a proper person, to a member of his family, at its address herein shall
      constitute receipt. Rejection or other refusal to accept or inability to deliver
      because of changed address of which no notice has been received shall also
      constitute receipt. Notwithstanding the foregoing, no notice of change of
      address shall be effective until the date of receipt thereof. This section
      shall
      not be construed in any way to affect or impair any waiver of notice or demand
      herein provided or to require giving of notice or demand to or upon Guarantor
      in
      any situation or for any reason.

    


      
      20     Conflict
      of Law.
      This
      Guaranty shall be construed, interpreted, enforced and governed by and in
      accordance with the laws of the State of Florida.

    


      
      21     Submission
      to Jurisdiction.
      Guarantor irrevocably and unconditionally (a)
      agrees
      that any suit, action or other legal proceeding arising out of or relating
      to
      this Guaranty may be brought, at the option of Lender, in a court of competent
      jurisdiction of the State of Florida or any United States District Court;
(b)
      consents
      to the jurisdiction of each such court in any such suit, action or
      proceeding;
      (c)
      waives
      any and all personal rights under the laws of any state to object to the laying
      of venue of any such suit, action or proceeding in the State of Florida; and
      (d)
      agrees
      that service of any court paper may be effected on Guarantor by mail, addressed
      and mailed as provided in Section 19 hereof or in such other manner as may
      be
      provided under applicable laws or court rules in the State of Florida. Nothing
      contained herein, however, shall prevent Lender from bringing an action or
      exercising any rights against any security or against Guarantor personally,
      and
      against any property of Guarantor, within any other state. Initiating such
      proceeding or taking such action in any other state shall in no event constitute
      a waiver of the agreement contained herein that the law of the State of Florida
      shall govern the rights and obligations of Guarantor and Lender hereunder or
      of
      the submission herein made by Guarantor to personal jurisdiction within the
      State of Florida. The aforesaid means of obtaining personal jurisdiction and
      perfecting service of process are not intended to be exclusive but are
      cumulative and in addition to all other means of obtaining personal jurisdiction
      and perfecting service of process now or hereafter provided by the law of the
      State of Florida.

     

     

    
      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
 

    22    Waiver
      of Homestead.
      Guarantor waives any and all homestead and exemption rights which it may have
      under or by virtue of the Constitution or the laws of the United States of
      America or of any state as against this Guaranty, any renewal hereof, or any
      indebtedness represented hereby, and does jointly and severally transfer,
      convey, and assign to Lender a sufficient amount of such homestead or exemption
      as may be allowed, including such homestead or exemption as may be set apart
      in
      Bankruptcy, to pay all amounts due hereunder in full, with all costs of
      collection, and does hereby direct any trustee in Bankruptcy having possession
      of such homestead or exemption to deliver to Lender a sufficient amount of
      property or money set apart as exempt to pay the indebtedness guaranteed hereby,
      or any renewal thereof, and does hereby appoint Lender the attorney-in-fact
      for
      each of them, to claim any and all homestead exemptions allowed by
      law.

    


    23    Continuing
      Liability.
      Notwithstanding any other provisions of this Guaranty, the indebtedness shall
      be
      deemed to include any and all liability, damage, cost and expense, including
      reasonable attorneys’ fees, paralegals’ fees and legal assistants’ fees, which
      may hereafter be incurred by Lender as a result of the Mortgaged
      Property:

    


    a) having
      been used in the past or present or being used in the future while the Mortgaged
      Property is owned by Borrower, for the sale, handling, storage, transportation,
      or disposal of hazardous or toxic materials, in violation of any Governmental
      Requirements in effect from time to time regulating hazardous or toxic materials
      or the Mortgaged Property; or

    


    b) having
      contained or hereafter containing, while the Mortgaged Property is owned by
      Borrower, asbestos or products containing asbestos in violation of any laws,
      ordinances, or regulations of any Governmental Authorities affecting asbestos
      or
      products containing asbestos or the Mortgaged Property.

    


    Payment
      of the Note shall not terminate the liability of Guarantor created by this
      Section 23.

    


    24    Oral
      Modification Ineffective.
      This
      Guaranty may not be changed orally, and no obligation of Guarantor can be
      released or waived by Lender or any officer or agent of Lender, except by a
      writing signed by a duly authorized officer of Lender. This Guaranty shall
      be
      irrevocable by Guarantor until the indebtedness has been completely repaid
      and
      all obligations and undertakings of Borrower under, by reason of, or pursuant
      to
      the Loan Documents have been completely performed, at which time Lender will
      terminate this Guaranty. This Guaranty shall continue in full force and effect
      unless and until discharged or released by Lender pursuant to a written
      instrument properly executed by an appropriate officer of Lender. This Guaranty
      shall continue in full force and effect unless and until discharged or released
      by Lender pursuant to a written instrument properly executed by an appropriate
      officer of Lender.

     

    


    
      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
 

    25    Reference
      to Other Loan Documents.
      All of
      the terms, definitions, conditions and covenants of the Loan Agreement, the
      Note, the Mortgage, and the Assignment are expressly made a part of this
      Guaranty by reference in the same manner and with the same effect as if set
      forth herein at length and shall have the meaning set forth in the Loan
      Agreement, the Note, the Mortgage, and the Assignment unless otherwise defined
      herein.

    


    26    Waiver
      of Trial by Jury.
      THE
      PARTIES HEREBY MUTUALLY AGREE THAT NEITHER PARTY, NOR ANY ASSIGNEE, SUCCESSOR,
      HEIR, OR LEGAL REPRESENTATIVE OF THE PARTIES (ALL OF WHOM ARE HEREINAFTER
      REFERRED TO AS THE “PARTIES”) SHALL SEEK A JURY TRIAL IN ANY LAWSUIT,
      PROCEEDING, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE BASED UPON OR
      ARISING OUT OF THIS GUARANTY, OR THE LOAN DOCUMENTS, OR ANY INSTRUMENT
      EVIDENCING, SECURING, OR RELATING TO THE INDEBTEDNESS AND ANY OTHER OBLIGATIONS
      EVIDENCED HEREBY, ANY RELATED AGREEMENT OR INSTRUMENT, ANY OTHER COLLATERAL
      FOR
      THE INDEBTEDNESS EVIDENCED HEREBY OR THE DEALINGS OR THE RELATIONSHIP BETWEEN
      OR
      AMONG THE PARTIES, OR ANY OF THEM. NONE OF THE PARTIES WILL SEEK TO CONSOLIDATE
      ANY SUCH ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION
      IN
      WHICH A JURY TRIAL HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE
      BEEN FULLY NEGOTIATED BY THE PARTIES. THE WAIVER CONTAINED HEREIN IS
      IRREVOCABLE, CONSTITUTES A KNOWING AND VOLUNTARY WAIVER, AND SHALL BE SUBJECT
      TO
      NO EXCEPTIONS. LENDER HAS IN NO WAY AGREED WITH OR REPRESENTED TO GUARANTOR
      OR
      ANY OTHER PARTY THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED
      IN ALL INSTANCES.

    


    IN
      WITNESS WHEREOF,
      Guarantor has caused this Guaranty to be duly executed as of the day and year
      first above written.

    


    AMERICAN
      LEISURE CORPORATION, a Nevada Corporation:

    


    


    By:
      _____________________________________

    Malcom
      J. Wright, President

    


    


    _________________________________________
      

    Malcom
      J. Wright, individually

     

    


    
      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
 

    STATE
      OF _________________

    


    COUNTY
      OF _______________

    


    The
      foregoing instrument was acknowledged before me on January
      3, 2006, by
      Malcom
      J. Wright, individually and as President of American Leisure Corporation, on
      behalf of himself and the company.
      He
”
      is
      personally known to me; or ”
      has
      produced ___________________________ as identification.

    


    Notary
      Seal:

                                                                __________________

    Notary
      Public

    My
      Commission Expires: