SUBSIDIARY GUARANTY

EXHIBIT 10.67

SUBSIDIARY GUARANTY

New York, New York June 23, 2004

FOR VALUE RECEIVED, and in consideration of note purchases from,

loans made or to be made or credit otherwise extended or to be extended

by Laurus Master Fund, Ltd. ("Laurus") to or for the account of Host

America Corporation, a Colorado corporation ("Debtor"), from time to time

and at any time and for other good and valuable consideration and to

induce Laurus, in its discretion, to purchase such notes, make such loans

or extensions of credit and to make or grant such renewals, extensions,

releases of collateral or relinquishments of legal rights as Laurus may

deem advisable, each of the undersigned (and each of them if more than

one, the liability under this Guaranty being joint and several) (jointly

and severally referred to as "Guarantors " or "the undersigned")

unconditionally guaranties to Laurus, its successors, endorsees and

assigns the prompt payment when due (whether by acceleration or

otherwise) of all present and future obligations and liabilities of any

and all kinds of Debtor to Laurus and of all instruments of any nature

evidencing or relating to any such obligations and liabilities upon which

Debtor or one or more parties and Debtor is or may become liable to

Laurus, whether incurred by Debtor as maker, endorser, drawer, acceptor,

guarantors , accommodation party or otherwise, and whether due or to

become due, secured or unsecured, absolute or contingent, joint or

several, and however or whenever acquired by Laurus, whether arising

under, out of, or in connection with (i) that certain Securities Purchase

Agreement dated as of the date hereof by and between the Debtor and

Laurus (the "Securities Purchase Agreement") and (ii) each Related

Agreement referred to in the Securities Purchase Agreement (the

Securities Purchase Agreement and each Related Agreement, as each may be

amended, modified, restated or supplemented from time to time, are

collectively referred to herein as the "Documents"), or any documents,

instruments or agreements relating to or executed in connection with the

Documents or any documents, instruments or agreements referred to therein

or otherwise, or any other indebtedness, obligations or liabilities of

the Debtor to Laurus, whether now existing or hereafter arising, direct

or indirect, liquidated or unliquidated, absolute or contingent, due or

not due and whether under, pursuant to or evidenced by a note, agreement,

guaranty, instrument or otherwise (all of which are herein collectively

referred to as the "Obligations"), and irrespective of the genuineness,

validity, regularity or enforceability of such Obligations, or of any

instrument evidencing any of the Obligations or of any collateral

therefor or of the existence or extent of such collateral, and

irrespective of the allowability, allowance or disallowance of any or all

of the Obligations in any case commenced by or against Debtor under Title

11, United States Code, including, without limitation, obligations or

indebtedness of Debtor for post-petition interest, fees, costs and

charges that would have accrued or been added to the Obligations but for

the commencement of such case. Terms not otherwise defined herein shall

have the meaning assigned such terms in the Securities Purchase

Agreement. In furtherance of the foregoing, the undersigned hereby

agrees as follows:

1. NO IMPAIRMENT. Laurus may at any time and from time to time,

either before or after the maturity thereof, without notice to or further

consent of the undersigned, extend the time of payment of, exchange or

surrender any collateral for, renew or extend any of the Obligations or

increase or decrease the interest rate thereon, or any other agreement

with Debtor or with any other party to or person liable on any of the

Obligations, or interested therein, for the extension, renewal, payment,

compromise, discharge or release thereof, in whole or in part, or for any

modification of the terms thereof or of any agreement between Laurus and

Debtor or any such other party or person, or make any election of rights

Laurus may deem desirable under the

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United States Bankruptcy Code, as amended, or any other federal or state

bankruptcy, reorganization, moratorium or insolvency law relating to or

affecting the enforcement of creditors' rights generally (any of the

foregoing, an "Insolvency Law") without in any way impairing or affecting

this Guaranty. This instrument shall be effective regardless of the

subsequent incorporation, merger or consolidation of Debtor, or any

change in the composition, nature, personnel or location of Debtor and

shall extend to any successor entity to Debtor, including a debtor in

possession or the like under any Insolvency Law.

2. GUARANTY ABSOLUTE. Subject to Section 5(c), each of the

undersigned jointly and severally guarantees that the Obligations will be

paid strictly in accordance with the terms of the Documents and/or any

other document, instrument or agreement creating or evidencing the

Obligations, regardless of any law, regulation or order now or hereafter

in effect in any jurisdiction affecting any of such terms or the rights

of Debtor with respect thereto. Guarantors hereby knowingly accept the

full range of risk encompassed within a contract of "continuing guaranty"

which risk includes the possibility that Debtor will contract additional

indebtedness for which Guarantors may be liable hereunder after Debtor's

financial condition or ability to pay its lawful debts when they fall due

has deteriorated, whether or not Debtor has properly authorized incurring

such additional indebtedness. The undersigned acknowledge that (i) no

oral representations, including any representations to extend credit or

provide other financial accommodations to Debtor, have been made by

Laurus to induce the undersigned to enter into this Guaranty and (ii) any

extension of credit to the Debtor shall be governed solely by the

provisions of the Documents. The liability of each of the undersigned

under this Guaranty shall be absolute and unconditional, in accordance

with its terms, and shall remain in full force and effect without regard

to, and shall not be released, suspended, discharged, terminated or

otherwise affected by, any circumstance or occurrence whatsoever,

including, without limitation: (a) any waiver, indulgence, renewal,

extension, amendment or modification of or addition, consent or

supplement to or deletion from or any other action or inaction under or

in respect of the Documents or any other instruments or agreements

relating to the Obligations or any assignment or transfer of any thereof,

(b) any lack of validity or enforceability of any Document or other

documents, instruments or agreements relating to the Obligations or any

assignment or transfer of any thereof, (c) any furnishing of any

additional security to Laurus or its assignees or any acceptance thereof

or any release of any security by Laurus or its assignees, (d) any

limitation on any party's liability or obligation under the Documents or

any other documents, instruments or agreements relating to the

Obligations or any assignment or transfer of any thereof or any

invalidity or unenforceability, in whole or in part, of any such

document, instrument or agreement or any term thereof, (e) any

bankruptcy, insolvency, reorganization, composition, adjustment,

dissolution, liquidation or other like proceeding relating to Debtor, or

any action taken with respect to this Guaranty by any trustee or

receiver, or by any court, in any such proceeding, whether or not the

undersigned shall have notice or knowledge of any of the foregoing, (f)

any exchange, release or nonperfection of any collateral, or any release,

or amendment or waiver of or consent to departure from any guaranty or

security, for all or any of the Obligations or (g) any other circumstance

which might otherwise constitute a defense available to, or a discharge

of, the undersigned. Any amounts due from the undersigned to Laurus

shall bear interest until such amounts are paid in full at the highest

rate then applicable to the Obligations. Obligations include

post-petition interest whether or not allowed or allowable.

2

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3. Waivers.

(a) This Guaranty is a guaranty of payment and not of

collection. Laurus shall be under no obligation to institute suit,

exercise rights or remedies or take any other action against Debtor

or any other person liable with respect to any of the Obligations or

resort to any collateral security held by it to secure any of the

Obligations as a condition precedent to the undersigned being

obligated to perform as agreed herein and each of the Guarantors

hereby waives any and all rights which it may have by statute or

otherwise which would require Laurus to do any of the foregoing.

Each of the Guarantors further consents and agrees that Laurus shall

be under no obligation to marshal any assets in favor of Guarantors,

or against or in payment of any or all of the Obligations. The

undersigned hereby waives all suretyship defenses and any rights to

interpose any defense, counterclaim or offset of any nature and

description which the undersigned may have or which may exist

between and among Laurus, Debtor and/or the undersigned with respect

to the undersigned's obligations under this Guaranty, or which

Debtor may assert on the underlying debt, including but not limited

to failure of consideration, breach of warranty, fraud, payment

(other than cash payment in full of the Obligations), statute of

frauds, bankruptcy, infancy, statute of limitations, accord and

satisfaction, and usury.

(b) Each of the undersigned further waives (i) notice of the

acceptance of this Guaranty, of the making of any such loans or

extensions of credit, and of all notices and demands of any kind to

which the undersigned may be entitled, including, without

limitation, notice of adverse change in Debtor's financial condition

or of any other fact which might materially increase the risk of the

undersigned and (ii) presentment to or demand of payment from anyone

whomsoever liable upon any of the Obligations, protest, notices of

presentment, non-payment or protest and notice of any sale of

collateral security or any default of any sort.

(c) Notwithstanding any payment or payments made by the

undersigned hereunder, or any setoff or application of funds of the

undersigned by Laurus, the undersigned shall not be entitled to be

subrogated to any of the rights of Laurus against Debtor or against

any collateral or guarantee or right of offset held by Laurus for

the payment of the Obligations, nor shall the undersigned seek or be

entitled to seek any contribution or reimbursement from Debtor in

respect of payments made by the undersigned hereunder, until all

amounts owing to Laurus by Debtor on account of the Obligations are

paid in full and Laurus' obligation to extend credit pursuant to the

Documents have been terminated. If, notwithstanding the foregoing,

any amount shall be paid to the undersigned on account of such

subrogation rights at any time when all of the Obligations shall not

have been paid in full and Laurus' obligation to extend credit

pursuant to the Documents shall not have been terminated, such

amount shall be held by the undersigned in trust for Laurus,

segregated from other funds of the undersigned, and shall forthwith

upon, and in