GUARANTY AGREEMENT
1. For and in
consideration of the granting of financial accommodation by
AmeriPlan Corporation (hereinafter called "Creditor") to Zurvita,
Inc. (hereinafter called "Debtor"), The Amacore Group, Inc.
unconditionally guarantees and promises to Creditor, its successors
or assigns, the due and punctual payment when due and upon demand,
whether by acceleration or otherwise, in lawful money of the United
States, all indebtedness of Debtor under and with respect to the
obligations and liabilities set forth in that certain promissory
note of Debtor in favor of Creditor in principal amount of
$600,000.00 of even date herewith and attached hereto as Exhibit
"A", now or hereafter incurred or created, however arising, whether
due or not due, absolute or contingent, liquidated or unliquidated,
determined or undetermined, and whether Debtor may be liable
individually or jointly with others, or whether recovery upon such
indebtedness may be or hereafter become barred by any statute of
limitations, or whether such indebtedness may be or hereafter
become otherwise unenforceable (the foregoing hereafter
collectively called "indebtedness"). The liability of the
undersigned under this guaranty shall not exceed the sum of
$600,000.00 for principal, together with all interest upon the
indebtedness and all costs of collection including without
limitation reasonable attorneys' fees. Any payment by undersigned
shall not reduce its maximum obligation hereunder, unless written
notice to that effect be actually received by Debtor at or prior to
the time of such payment.
2. The
undersigned authorizes and empowers Creditor, in the latter's
uncontrolled discretion, without notice or demand and without
diminishing, releasing, discharging, or otherwise affecting the
liability of the undersigned hereunder, at any time and from time
to time, and in such manner and upon such terms, if any, as
Creditor may determine, to (a) the time and/or manner of payment of
the indebtedness or any part thereof, (b) take and hold security
for the payment of the indebtedness or any part thereof, change,
substitute, exchange, enforce, sell, waive and release all or any
portion of any security held by the Creditor for the payment of the
indebtedness or for the performance of this guaranty; (c) apply
such security and direct the order or manner of sale thereof as
Creditor in its discretion may determine; and (d) release or
substitute any other of the undersigned, or any of the endorsers or
guarantors of the indebtedness, or any part thereof, or any other
parties thereto. The obligations of the undersigned hereunder shall
not be released, discharged or in any way affected nor shall the
undersigned have any rights or recourse against the Creditor, by
reason of an
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