Exhibit
10.14
GUARANTY AGREEMENT
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Dated as of December 21, 2006
THIS
GUARANTY AGREEMENT ("this Guaranty") is made by AMERICAN LEISURE
HOLDINGS, INC.,
a Nevada corporation, with an
address at 2460 Sand Lake Road,
Orlando, Florida 32809
(the "Guarantor"), in favor of ROGER MADDOCK ("Lender").
RECITALS
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A. The Guarantor and SBR Holding Company LLC
("SBR") have entered into a
certain Purchase
Agreement dated as of December 21, 2006 (the "Purchase
Agreement"), pursuant
to which the Guarantor
has agreed, among other things to
guarantee the
obligations
of South Beach Resorts, LLC ("Resorts") to
Lender
under a promissory note in the principal amount of
THREE MILLION FIVE HUNDRED
NINETY THOUSAND
EIGHT HUNDRED ELEVEN ($3,590,811.00) (the "Note").
B.
The Guarantor is the owner of all of the membership interests in
Resorts.
AGREEMENTS
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NOW,
THEREFORE,
in consideration of the premises and other good and
valuable consideration
(the receipt and adequacy of which are hereby
acknowledged), the
Guarantor agrees as follows:
Section 1.
Guaranty. The Guarantor hereby irrevocably, absolutely and
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unconditionally
guarantees to Lender
the punctual payment when due, whether at
stated maturity, by
acceleration or otherwise, of all obligations of Resorts to
Lender now or
hereafter existing or arising under or evidenced by the Note
(all
such obligations
and liabilities referred to in this Section 1 being "the
Obligations" or "Obligations"). In addition, the Guarantor agrees
to pay any and
all expenses
(including reasonable counsel fees and expenses at whatever
level)
incurred by
Lender in enforcing any rights under this Guaranty.
Section 2. Guaranty Absolute. The Guarantor guarantees that the
Obligations
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will be paid and performed strictly in accordance
with the terms of the Note
regardless of
any law, regulation or order now or
hereafter in effect in any
jurisdiction affecting
any of such terms or the rights of
Lender with respect
thereto. The
liability of the Guarantor under this
Guaranty shall be absolute
and unconditional
irrespective
of:
(a) any lack of validity or enforceability
of any payment provisions
of
the Note or the Purchase Agreement;
(b) any change in the time, manner or
place of payment of, or in any
other term
of, all or any of the Obligations;
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(c) the voluntary or involuntary bankruptcy of Resorts, or any
assignment for
the benefit of creditors, reorganization,
receivership,
liquidation or
other similar proceedings affecting
Resorts or any of its
assets;
(d) any present or future action of any governmental authority
amending, varying, reducing or otherwise affecting, or purporting
to amend,
vary, reduce
or otherwise affect,
any of the Obligations, the Note or the
Purchase Agreement
or this Guaranty;
(e) any other event or circumstance which might otherwise
constitute a
defense available
to, or a discharge of, Resorts or a guarantor.
Nothing herein to the
contrary withstanding, this Guaranty shall continue to be
effective or
be reinstated, as the case may be, if
at any time any payment of
any of the Obligations is rescinded or must otherwise be returned
by Lender upon
the insolvency, bankruptcy or reorganization of Resorts otherwise,
all as though
such payments
had not been made.
Section 3.
Waiver. The Guarantor hereby unconditionally waives:
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(a) any requirement that Lender protect, secure, perfect or insure
any
security interest
or lien on any property subject
thereto or exhaust any
right or take any action against Resorts or
any other person or entity or
any
collateral;
(b) any defense based on any event or circumstances described
in
Section 2 of this Agreement;
(c) any duty of Lender to advise the Guarantor of any
information
known to Lender regarding the financial
condition of Resorts or any other
circumstance affecting
Resorts' ability to perform its obligations to
Lender, it being agreed that the Guarantor assumes responsibility
for being
and
keeping informed regarding such condition or any such c
