GUARANTY

FOR  VALUE  RECEIVED,  the  undersigned  does hereby guaranty the performance by
Baywood International, Inc. a Nevada Corporation ("Baywood"), of each, every and
all  of  the terms, covenants and provisions of that certain note ("Note") dated
the  ___ day of March, 2007, by and between JSH Partners ("JSH") and Baywood, as
if  the  undersigned  were  made  signatory  to  such  Note.  The  undersigned
specifically  agrees  to guaranty the payment of all monies due or to become due
and  the  performance  of  all  acts  required of Baywood under said Note. It is
agreed  that  JSH would not enter into said Note with Baywood if the undersigned
did  not  agree  to perform each of the covenants, terms and provisions, etc. of
said  Note,  and  pay  all  monies  due under said Note from Baywood to JSH. The
undersigned waives any right to require as a condition precedent to the bringing
of  an action of the Guaranty that an action need be brought against Baywood. In
the  event an action is commenced to enforce Guaranty, the undersigned shall pay
all  court  costs  and  reasonable  attorneys'  fees.

The undersigned hereby waives and agrees not to assert or take advantage of: (a)
any  right  to  require JSH to proceed against Baywood or any other person or to
pursue  any  other  remedy  before  proceeding  against the undersigned; (b) the
defense  of  any  statute  of limitations in any action under or related to this
Note;  (c) any right or defense that may arise by reason of the incapacity, lack
of  authority,  death  or disability of Baywood or any other person; and (d) any
right  or  defense  arising  by reason of the absence, impairment, modification,
limitation, destruction or cessation (in bankruptcy, by an election of remedies,
or  otherwise)  of  the  liability  of Baywood, of the subrogation rights of the
undersigned  or  of  the right of the undersigned to proceed against Baywood for
reimbursement.

The  undersigned hereby waives and agrees not to assert or take advantage of any
right  or  defense  based  on  the  absence  of any or all presentments, demands
(including  demands  for  performance),  notices  (including  notices of adverse
changes  in  the  financial  status of Baywood or other facts which increase the
risk to the undersigned, notices of non-performance and notices of acceptance of
this  Guaranty)  and  protests  of  each  and  every  kind.

Should  any  one or more provisions of this Guaranty be determined to be illegal
or  unenforceable, all other provisions shall nevertheless be effective. This is
a  continuing  guaranty.

The  Guaranty applies to, inures to the benefit of and binds all parties hereto,
their  heirs,  devisees,  legatees,  executors, administrators, representatives,
successors  and  assigns.

                                        AGREED:


                                        -------------------------------------
                                        O. LEE TAWES


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                                PROMISSORY NOTE

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$2,000,000                     New York, New York                 March 30, 2007


FOR  VALUE  RECEIVED, the undersigned promises to pay to JSH Partners, or order,
at  JSH  Partners,  c/o Northeast Securities, Inc, 100 Wall Street, NY, NY 10005
the  sum of Two Million Dollars ($2,000,000) with interest at the annual rate of
twelve percent (12%) on or before 90 days from the date of execution hereof.  If
not  paid  in  full by such date, all unpaid principal plus twelve percent (12%)
interest  until paid is due and payable.  Undersigned shall pay a late charge of
five  percent  (5%)  of  any sum of payment not received by JSH Partners, within
fifteen  (15)  days  after  its  due  date.

Each  payment  shall be credited first on interest then due and the remainder on
principal;  and  interest  shall thereupon cease upon the principal so credited.
Should  interest  not  be  so paid it shall thereafter bear like interest as the
principal,  but  such  unpaid  interest so compounded shall not exceed an amount
equal  to  simple interest on the unpaid principal at the maximum rate permitted
by law.  Should default be made in  payment  of any installment of principal  or
interest  when  due  the  whole  sum  of  principal  and  interest  shall become
immediately  due  at  the  option  of  the  holder  of this note.  Principal and
interest  payable in lawful money of the United States.  If action be instituted
on this note we promise to pay all sums as the Court may fix as attorney's fees.
This  note is to be construed and enforced according to the laws of the State of
New  York.

                                        BAYWOOD INTERNATIONAL, INC.
                                        a Nevada Corporation


                                        By: /s/ Neil Reithinger
                                            ---------------------------------

                                        Its: President & C.E.O.
                                            ---------------------------------