Exhibit 10.17



                       PERFORMANCE AND COMPLETION GUARANTY
                       -----------------------------------

                            PROJECT COMMONLY KNOWN AS
                            "TIERRA DEL SOL PHASE I"


     THIS  PERFORMANCE  AND COMPLETION GUARANTY ("Guaranty") made as of December
                                                  --------
 29,  2005, by MALCOLM J. AMERICAN LEISURE HOLDINGS, INC., a Nevada corporation,

and  TDS  DEVELOPMENT,  LLC,  a Florida limited liability company (collectively,
"Guarantor"), to and for the benefit of KEYBANK NATIONAL ASSOCIATION, a national
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banking association, its successors and assigns ("Lender").
                                                  ------

                                 R E C I T A L S
                                 ---------------

     A.  On  or  about the date hereof, TIERRA DEL SOL RESORT (PHASE 1), LTD., a
Florida  limited  partnership,  TDS TOWN HOMES (PHASE 1), LLC, a Florida limited
liability  company, COSTA BLANCA I REAL ESTATE, LLC, a Florida limited liability
company,  TDS  AMENITIES,  INC.,  a  Florida  corporation (jointly and severally
"Borrower"),  and  Lender  entered  into  that  certain  Loan  Agreement  ("Loan
 --------                                                                   ----
Agreement")  whereby Lender agreed to make a secured revolving loan (the "Loan")
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available  to  Borrower  in  the  maximum  principal amount of FORTY MILLION AND
NO/100  DOLLARS ($40,000,000.00), to finance the development and construction of
a  luxury  townhome/condominium  project  to  be  known as "Tierra del Sol" (the
"Project").  Capitalized  terms used and not otherwise defined herein shall have
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the meanings given to them in the Loan Agreement.

     B.  In  connection  with  the Loan, Borrower has executed and delivered the
Note in favor of Lender of even date herewith in the maximum principal amount of
the  Loan,  payment  of  which  is secured by (i) a Mortgage made by Borrower in
favor of Lender on the Project, and (ii) the other Loan Documents.

     C. Guarantor will derive material financial benefit from the Loan evidenced
and secured by the Note, the Mortgage and the other Loan Documents.

     D.  Lender  has relied on the statements and agreements contained herein in
agreeing  to  make  the  Loan.  The  execution  and delivery of this Guaranty by
Guarantor is a condition precedent to the making of the Loan by Lender.

                                   AGREEMENTS
                                   ----------

     NOW,  THEREFORE, intending to be legally bound, Guarantor, in consideration
of  the  matters  described  in  the  foregoing  Recitals,  which  Recitals  are
incorporated  herein  and  made  a  part hereof, and for other good and valuable
consideration  the  receipt  and  sufficiency  of which are acknowledged, hereby
covenant  and  agree  for  the  benefit of Lender and its successors, endorsees,
transferees, participants and assigns as follows:

     1. Guarantor, absolutely, unconditionally, and irrevocably guarantees:

          (a)  the  full,  complete  and  punctual  observance,  performance and
     satisfaction of all of the obligations, duties, covenants and agreements of
     Borrower under the Loan Agreement and the other Loan Documents with respect
     to  the  Construction  and  completion of the Project free of any claim for
     mechanics',  materialmen's  or  any other liens, and in accordance with (1)
     all  Laws,  (2)  the  Plans and Specifications and (3) the time periods and
     other  requirements  set  forth  in  the Loan Documents, including, without
     limitation, the following:

<PAGE>

               (i)  To  perform, complete and pay for (or cause to be performed,
          completed  and paid for) the Construction and to pay all costs of said
          Construction (including any and all cost overruns) and all other costs
          associated  with the Project (including, without limitation, the costs
          of  any  architects'  and  engineers' fees), if Borrower shall fail to
          perform, complete or pay for such work, including any sums expended in
          excess  of  the  amount of indebtedness incurred by Borrower under the
          Loan  Agreement  or  with  respect  to  the  Loan,  whether or not the
          Construction is actually completed;

               (ii)  If  Lender exercises its right under Section 20.1(a) of the
                                                          ---------------
          Loan  Agreement  to  take  possession  of the Project and complete the
          Construction,  to reimburse Lender for all costs and expenses incurred
          by  Lender  in excess of the applicable Budget Line Items therefor (if
          any)  in  so  taking  possession  of  the  Project  and completing the
          Construction pursuant to the Plans and Specifications;

               (iii)  If  any mechanics' or materialmen's liens should be filed,
          or  should  attach,  with  respect  to  the  Project  by reason of the
          Construction,  to  immediately,  or within the time period required by
          the  Loan Documents (if any), cause the removal of such liens, or post
          security  against  the  consequences of their possible foreclosure and
          procure  an endorsement(s) to the title policy insuring Lender against
          the consequences of the foreclosure or enforcement of such lien(s);

               (iv)  If any chattel mortgages, conditional vendor's liens or any
          liens,  encumbrances or security interests whatsoever should be filed,
          or  should  attach,  with  respect to the personal property, fixtures,
          attachments  and  equipment  delivered  upon  the Project and owned by
          Borrower,  attached  to  the  Project  or  used in connection with the
          construction  of the Improvements, to immediately cause the removal of
          such  lien(s)  ,  or  within  the  time  period  required  by the Loan
          Documents  (if any), cause the removal of such liens, or post security
          against  the consequences of their possible foreclosure and procure an
          endorsement(s)  to  the  title  policy  insuring  Lender  against  the
          consequences of the foreclosure or enforcement of such lien(s); and

               (v) To pay the premiums for all policies of insurance required to
          be  furnished  by  Borrower  pursuant to the Loan Agreement during the
          Construction if such premiums are not paid by Borrower;

          (b)  Borrower's  obligation  to  keep  the  Loan  In  Balance (as more
     particularly defined and described in Article 11 of the Loan Agreement) and
                                           ----------
     the full and prompt payment of all Deficiency Deposits;

          (c)  the  full  and  prompt  payment  of  any  Enforcement  Costs  (as
     hereinafter defined in Section 7 hereof).
                            ---------

     All  obligations described in subsections (a) and (b) of this Section 1 are
                                                                   ---------
referred to herein as the "Obligations."
                           -----------

     2.  In  the  event  of  any  default  by  Borrower  in  performance  of the
Obligations and the expiration of any applicable cure or grace period, Guarantor
agrees,  on demand by Lender or any holder of the Note (which demand may be made
concurrently  with  notice  to  Borrower  that  Borrower  is  in  default of its

<PAGE>

obligations),  to  perform  all  the Obligations. After and Event of Default and
expiration  of  applicable  cure  period,  Lender  shall  have the right, at its
option,  either  before,  during  or  after  commencing  foreclosure  or  sale
proceedings,  as the case may be, and before, during or after pursuing any other
right  or  remedy  against  Borrower or Guarantor, to perform any and all of the
Obligations  by  or  through  any  agent,  contractor  or  subcontractor  of its
selection,  all  as  Lender  in  its sole discretion deems proper, and Guarantor
shall  indemnify  and hold Lender free and harmless from and against any and all
loss,  damage, cost, expense, injury, or liability Lender may suffer or incur in
connection  with  the  exercise  of  its  rights  under  this  Guaranty  or  the
performance  of  the  Obligations.  Furthermore,  Lender  shall  not  have  any
obligation  to  protect  or insure any collateral for the Loan, nor shall Lender
have  any  obligation to perfect its security interest in any collateral for the
Loan.

     During  the  course  of  any construction undertaken by Lender or any other
party  on  behalf  of  Lender  in  accordance  with  the terms of this Guaranty,
Guarantor  shall  pay  on demand any amounts due to contractors, Subcontractors,
and  material  suppliers  and for permits and licenses necessary or desirable in
connection therewith. Guarantor's obligations in connection with such work shall
not be affected by any errors or omissions of the General Contractor, Architect,
Lender's  Consultant  or  any  Subcontractor  or agent or employee of any of the
foregoing  in  the  design,  supervision,  and performance of the work; it being
understood that such risk is assumed by Guarantor. Neither the completion of the
Construction  nor  failure  of  said  party  to  complete the Construction shall
relieve  Guarantor of any liabilities hereunder; rather, such liability shall be
continuing  and may be enforced by Lender to the end that the Construction shall
be timely completed, lien-free, without loss, cost, expense, injury or liability
of any kind to Lender.

     All of the remedies set forth herein and/or provided for in any of the Loan
Documents  or  at  law or equity shall be available to Lender, and the choice by
Lender  of one such alternative over another shall not be subject to question or
challenge  by  Guarantor  or  any  other  person,  nor  shall any such choice be
asserted  as  a  defense,  setoff, or failure to mitigate damages in any action,
proceeding,  or  counteraction  by Lender to recover or seeking any other remedy
under  this  Guaranty,  nor  shall such choice preclude Lender from subsequently
electing  to  exercise  a  different  remedy.  The  parties  have  agreed to the
alternative  remedies  hereinabove specified in part because they recognize that
the  choice  of remedies in the event of a failure hereunder will necessarily be
and  should  properly  be  a  matter  of good faith business judgment, which the
passage  of time and events may or may not prove to have been the best choice to
maximize  recovery by Lender at the lowest cost to Borrower and/or Guarantor. It
is  the  intention of the parties that such good faith choice by Lender be given
conclusive effect regardless of such subsequent developments.

     3. Guarantor does hereby (a) waive notice of acceptance of this Guaranty by
Lender  and  any and all notices and demands of every kind which may be required
to be given by Lender pursuant to any statute, rule or law, (b) agree to refrain
from asserting, until after repayment in full of the Loan, any defense, right of
set-off  or other claim which Guarantor may have against Borrower, (c) waive any
defense,  right  of  set-off or other claim which Guarantor or Borrower may have
against  Lender,  the holder of the Note, (d) waive any and all rights Guarantor
may  have  under  any  anti-deficiency statute or other similar protections, (e)
waive  presentment  for  payment,  demand  for  payment, notice of nonpayment or
dishonor, protest and notice of protest, diligence in collection and any and all
formalities  which  otherwise might be legally required to charge Guarantor with
liability,  and (f) waive any failure by Lender to inform Guarantor of any facts
Lender  may  now or hereafter know about Borrower, the Project, the Loan, or the
transactions  contemplated by the Loan Agreement, it being understood and agreed
that Lender has no duty so to inform and that Guarantor is fully responsible for
being  and  remaining  informed  by Borrower of all circumstances bearing on the
risk  of  nonperformance  of the Obligations. Credit may be granted or continued
from  time to time by Lender to Borrower without notice to or authorization from
Guarantor,  regardless  of  the  financial or other condition of Borrower at the
time  of any such grant or continuation. Lender shall not have any obligation to

<PAGE>

disclose  or discuss with Guarantor its assessment of the financial condition of
Borrower.  Guarantor acknowledges that no representations of any kind whatsoever
have  been made by Lender. No modification or waiver of any of the provisions of
this  Guaranty  shall  be binding upon Lender except as expressly set forth in a
writing duly signed and delivered by Lender.

     4.  Guarantor  further agrees that Guarantor's liability as guarantor shall
not be impaired or affected by any renewals or extensions which may be made from
time  to time, with or without the knowledge or consent of Guarantor of the time
for  payment  of  interest  or principal under the Note or by any forbearance or
delay  in  collecting  interest or principal under the Note, or by any waiver by
Lender  under  the  Loan  Agreement, Mortgage or any other Loan Documents, or by
Lender's  failure  or  election  not  to  pursue  any other remedies it may have
against  Borrower  or  Guarantor,  or by any change or modification in the Note,
Loan  Agreement,  Mortgage  or  any other Loan Document, or by the acceptance by
Lender  of  any  additional  security  or  any  increase, substitution or change
therein,  or  by the release by Lender of any security or any withdrawal thereof
or  decrease therein, or by the application of payments received from any source
to  the payment of any obligation other than the indebtedness due under the Note
("Indebtedness"),  even  though Lender might lawfully have elected to apply such
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payments  to  any  part  or  all of the Indebtedness, it being the intent hereof
that,  subject to Lender's compliance with the terms of this Guaranty, Guarantor
shall  remain liable for the performance of the Obligations, notwithstanding any
act  or thing which might otherwise operate as a legal or equitable discharge of
a  surety.  Guarantor further understands and agrees that Lender may at any time
enter  into  agreements  with  Borrower  to  amend  and  modify  the  Note, Loan
Agreement,  Mortgage  or  other  Loan  Documents,  and  may waive or release any
provision  or  provisions  of  the Note, Loan Agreement, Mortgage and other Loan
Documents  or any thereof, and, with reference to such instruments, may make and
enter  into  any  such  agreement  or agreements as Lender and Borrower may deem
proper and desirable, without in any manner impairing or affecting this Guaranty
or any of Lender's rights hereunder or Guarantor's obligations hereunder.

     5.  This is an absolute, present and continuing guaranty of performance and
completion  and  not  of  collection. 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 given in connection herewith or with
the  Note,  Loan  Agreement, Mortgage or any of the other Loan Documents through
foreclosure  or  sale  proceedings,  as  the  case may be, under the Mortgage or
otherwise, or resorting to any other guaranties, and Guarantor hereby waives any
right  to  require Lender to join Borrower in any action brought hereunder or to
commence any action against or obtain any judgment against Borrower or to pursue
any  other  remedy  or  enforce  any  other right. Guarantor further agrees that
nothing  contained  herein  or  otherwise  shall  prevent  Lender  from pursuing
concurrently  or  successively  all  rights  and remedies available to it at law
and/or  in  equity or under the Note, Loan Agreement, Mortgage or any other Loan
Documents, and the exercise of any of its rights or the completion of any of its
remedies  shall not constitute a discharge of Guarantor's obligations hereunder,
it  being  the purpose and intent of Guarantor that the obligations of Guarantor
hereunder  shall  be  absolute,  independent and unconditional under any and all
circumstances whatsoever. None of Guarantor's obligations under this Guaranty or
any  remedy  for the enforcement thereof shall be impaired, modified, changed or
released  in  any  manner  whatsoever  by  any impairment, modification, change,
release  or  limitation  of  the  liability  of  Borrower  under  the Note, Loan
Agreement,  Mortgage  or  other Loan Documents or by reason of the bankruptcy of
Borrower  or by reason of any creditor or bankruptcy proceeding instituted by or
against  Borrower. This Guaranty shall continue to be effective or be reinstated
(as  the  case  may  be)  if  at  any time payment of all or any part of any sum
payable  pursuant  to  the  Note,  Loan  Agreement,  Mortgage  or any other Loan
Document  is  rescinded  or otherwise required to be returned by Lender upon the
insolvency, bankruptcy, dissolution, liquidation, or reorganization of Borrower,
or  upon  or as a result of the appointment of a receiver, intervenor, custodian
or conservator of or trustee or similar officer for, Borrower or any substantial
part of its property, or otherwise, all as though such payment to Lender had not
been made, regardless of whether Lender contested the order requiring the return
of such payment.

<PAGE>

     6.  In  the event Lender or any holder of the Note shall assign the Note to
any  lender or other entity to secure a loan from such Lender or other entity to
Lender  or  such  holder  of  the Note for an amount not in excess of the amount
which  will  be  due,  from time to time, from Borrower to Lender under the Note
with interest not in excess of the rate of interest which is payable by Borrower
to  Lender  under  the  Note, Guarantor will accord full recognition thereto and
agree  that  all rights and remedies of Lender or such holder hereunder shall be
enforceable against Guarantor by such Lender or other entity with the same force
and  effect  and  to the same extent as would have been enforceable by Lender or
such holder but for such assignment; provided, however, that unless Lender shall
otherwise  consent  in writing, Lender shall have an unimpaired right, prior and
superior  to  that  of  its assignee or transferee, to enforce this Guaranty for
Lender's  benefit  to the extent any portion of the Indebtedness or any interest
therein is not assigned or transferred.

     7.  If:  (a)  this  Guaranty  is  placed  in  the  hands of an attorney for
collection  or  is  collected  through  any legal proceeding; (b) an attorney is
retained to represent Lender in any bankruptcy, reorganization, receivership, or
other  proceedings  affecting creditors' rights and involving a claim under this
Guaranty;  (c) an attorney is retained to provide advice or other representation
with  respect  to  this  Guaranty;  or  (d) an attorney is retained to represent
Lender in any proceedings whatsoever in connection with this Guaranty and Lender
prevails in any such proceedings, then Guarantor shall pay to Lender upon demand
all  reasonable  attorney's  fees,  costs  and  expenses  incurred in connection
therewith  (all  of  which  are  referred  to herein as "Enforcement Costs"), in
                                                         -----------------
addition  to  all  other  amounts  due hereunder, regardless of whether all or a
portion of such Enforcement Costs are incurred in a single proceeding brought to
enforce this Guaranty as well as the other Loan Documents.

     8.  The  parties  hereto  intend  and  believe  that each provision in this
Guaranty comports with all applicable local, state and federal laws and judicial
decisions.  However,  if  any  provision or provisions, or if any portion of any
provision  or  provisions,  in this Guaranty is found by a court of law to be in
violation  of  any  applicable  local, state or federal ordinance, statute, law,
administrative  or judicial decision, or public policy, and if such court should
declare  such  portion,  provision or provisions of this Guaranty to be illegal,
invalid,  unlawful,  void  or unenforceable as written, then it is the intent of
all  parties  hereto  that  such portion, provision or provisions shall be given
force to the fullest possible extent that they are legal, valid and enforceable,
that  the  remainder  of  this  Guaranty  shall be construed as if such illegal,
invalid,  unlawful,  void or unenforceable portion, provision or provisions were
not  contained  therein, and that the rights, obligations and interest of Lender
or the holder of the Note under the remainder of this Guaranty shall continue in
full force and effect.

     9. TO THE GREATEST EXTENT PERMITTED BY LAW, GUARANTOR HEREBY WAIVES ANY AND
ALL RIGHTS TO REQUIRE MARSHALLING OF ASSETS BY LENDER. WITH RESPECT TO ANY SUIT,
ACTION  OR  PROCEEDINGS RELATING TO THIS GUARANTY (EACH, A "PROCEEDING"), LENDER
                                                            ----------
AND  GUARANTOR  IRREVOCABLY: (A) SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE
STATE AND FEDERAL COURTS HAVING JURISDICTION IN THE CITY OF ORLANDO AND STATE OF
FLORIDA;  (B) WAIVE ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE LAYING OF
VENUE  OF ANY PROCEEDING BROUGHT IN ANY SUCH COURT; (C) WAIVE ANY CLAIM THAT ANY
PROCEEDING  HAS BEEN BROUGHT IN AN INCONVENIENT FORUM; AND (D) FURTHER WAIVE THE
RIGHT  TO OBJECT, WITH RESPECT TO SUCH PROCEEDING, THAT SUCH COURT DOES NOT HAVE
JURISDICTION  OVER  SUCH  PARTY.  NOTHING IN THIS GUARANTY SHALL PRECLUDE LENDER
FROM  BRINGING A PROCEEDING IN ANY OTHER JURISDICTION NOR WILL THE BRINGING OF A
PROCEEDING  IN  ANY  ONE  OR  MORE  JURISDICTIONS  PRECLUDE  THE  BRINGING  OF A
PROCEEDING  IN  ANY  OTHER  JURISDICTION. LENDER AND GUARANTOR FURTHER AGREE AND

<PAGE>

CONSENT  THAT,  IN  ADDITION  TO  ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR
UNDER  APPLICABLE  LAW, ALL SERVICE OF PROCESS IN ANY PROCEEDING IN ANY STATE OR
UNITED  STATES COURT SITTING IN THE CITY OF ORLANDO AND MAY BE MADE BY CERTIFIED
OR  REGISTERED  MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO THE APPLICABLE PARTY
AT  THE  ADDRESS  INDICATED  BELOW,  AND  SERVICE SO MADE SHALL BE COMPLETE UPON
RECEIPT;  EXCEPT  THAT  IF  SUCH  PARTY SHALL REFUSE TO ACCEPT DELIVERY, SERVICE
          ------
SHALL BE DEEMED COMPLETE FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED.

     10.  Any indebtedness of Borrower to Guarantor now or hereafter existing is
hereby  subordinated  to  the  performance  of the Obligations. Guarantor agrees
that,  until  the  entire Indebtedness has been paid in full, Guarantor will not
seek,  accept,  or  retain  for  its  own  account, any payment from Borrower on
account  of such subordinated debt. Any payments to Guarantor on account of such
subordinated  debt  shall  be  collected  and received by Guarantor in trust for
Lender  and  shall be paid over to Lender on account of the Indebtedness without
impairing or releasing the obligations of Guarantor hereunder.

     11.  Any  amounts received by Lender from any source on account of the Loan
may  be  utilized  by  Lender for the performance of the Obligations and in such
order as Lender may from time to time elect.

     12.  GUARANTOR AND LENDER (BY ITS ACCEPTANCE HEREOF) HEREBY WAIVE ANY RIGHT
TO  A  TRIAL  BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT
UNDER  THIS  GUARANTY  OR ANY OTHER LOAN DOCUMENT OR RELATING THERETO OR ARISING
FROM  THE  LENDING  RELATIONSHIP WHICH IS THE SUBJECT OF THIS GUARANTY AND AGREE
THAT  ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE
A JURY.

     13.  Any  notice,  demand,  request  or other communication which any party
hereto  may  be required or may desire to give hereunder shall be in writing and
shall  be  deemed  to  have  been  properly  given  (a)  if hand delivered, when
delivered;  (b)  if  mailed  by  United  States Certified Mail (postage prepaid,
return  receipt  requested), three Business Days after mailing (c) if by Federal
Express  or  other  reliable overnight courier service, on the next Business Day
after  delivered  to  such courier service or (d) if by telecopier on the day of
transmission so long as copy is sent on the same day by overnight courier as set
forth below:

                     GUARANTOR:       Malcolm J. Wright
                                      2462 Sand Lake Road
                                      Orlando, Florida  32809
                                      Telephone:
                                                ----------------
                                      Facsimile:
                                                ----------------

                                      American Leisure Holdings, Inc.
                                      2462 Sand Lake Road
                                      Orlando, Florida  32809
                                      Attention: Malcolm J. Wright
                                      Telephone:
                                                -----------------
                                      Facsimile:
                                                -----------------




                                      TDS Development, LLC
                                      2462 Sand Lake Road
                                      Orlando, Florida  32809
                                      Attention: Malcolm J. Wright
                                      Telephone:
                                                ------------------
                                      Facsimile:
                                                ------------------

<PAGE>

                     with a copy to:  Shutts & Bowen LLP
                                      1500 Miami Center
                                      201 South Biscayne Boulevard
                                      Miami, FL 33131
                                      Attention: C. Richard Morgan
                                      Telephone:     (305) 379-9171
                                      Facsimile:     (305) 347-7771

                     LENDER:          KeyBank National Association
                                      200 East Robinson Street, Ste 555
                                      Orlando, Florida 32801
                                      Attention: Commercial Real
                                                 Estate Department
                                      Telephone:  407/241-3738
                                      Facsimile:  407/241-3749

                     with a copy to:  Foley & Lardner LLP
                                      111 North Orange Avenue,
                                      Ste 1800
                                      Orlando, Florida 32801
                                      Attention: Terence J. Delahunty, Jr., Esq.
                                      Telephone:  407/244-3252
                                      Facsimile:  407/248-1743

or  at  such  other  address  as  the  party  to  be served with notice may have
furnished in writing to the party seeking or desiring to serve notice as a place
for  the  service  of  notice.

     14.  In  order  to  induce  Lender  to  make  the Loan, Guarantor makes the
following  representations  and  warranties to Lender set forth in this Section.
Guarantor  acknowledges  that  but  for  the  truth  and accuracy of the matters
covered  by  the following representations and warranties, Lender would not have
agreed to make the Loan.

          (a) Guarantor is duly formed, validly existing and in good standing in
     its  state  of organization and has qualified to do business and is in good
     standing  in  any  state  in  which  it  is necessary in the conduct of its
     business.

          (b)  Guarantor  maintains  an office at the address set forth for such
     party in Section 13.
              ----------

          (c)  Any  and  all  balance  sheets,  net  worth statements, and other
     financial  data  with respect to Guarantor which have heretofore been given
     to  Lender  by  or on behalf of Guarantor fairly and accurately present the
     financial condition of Guarantor as of the respective dates thereof.

          (d)  The  execution,  delivery,  and  performance by Guarantor of this
     Guaranty  does  not  and will not contravene or conflict with (i) any Laws,
     order,  rule,  regulation,  writ, injunction or decree now in effect of any
     Government Authority, or court having jurisdiction over Guarantor, (ii) any
     contractual  restriction  binding  on or affecting Guarantor or Guarantor's
     property  or  assets  which  may  adversely  affect  Guarantor's ability to
     fulfill its obligations under this Guaranty, (iii) the instruments creating
     any  trust  holding  title  to any assets included in Guarantor's financial
     statements, or (iv) the organizational or other documents of Guarantor.

<PAGE>

          (e)  This  Guaranty  creates  legal, valid, and binding obligations of
     Guarantor enforceable in accordance with its terms.

          (f)  Except  as  disclosed  in  writing to Lender, there is no action,
     proceeding,  or  investigation  pending  or, to the knowledge of Guarantor,
     threatened  or  affecting Guarantor, which may adversely affect Guarantor's
     ability  to  fulfill  his  obligations  under  this  Guaranty. There are no
     judgments or orders for the payment of money rendered against Guarantor for
     an  amount  in excess of $100,000 which have been undischarged for a period
     of  ten  (10)  or more consecutive days and the enforcement of which is not
     stayed  by  reason  of  a  pending appeal or otherwise. Guarantor is not in
     default under any agreements which may adversely affect Guarantor's ability
     to fulfill its obligations under this Guaranty.

          (g) All statements set forth in the Recitals are true and correct.

          All  of  the  foregoing representations and warranties shall be deemed
     remade  on the date of the first disbursement of Loan proceeds, on the date
     of  each  advance  of  Loan  proceeds,  and  upon any extension of the Loan
     pursuant  to  the  Loan Agreement. Guarantor hereby agrees to indemnify and
     hold  Lender  free and harmless from and against all loss, cost, liability,
     damage,  and expense, including attorney's fees and costs, which Lender may
     sustain  by  reason  of  the  inaccuracy  or breach of any of the foregoing
     representations and warranties as of the date the foregoing representations
     and warranties are made and are remade.

     15.  Guarantor  shall deliver or cause to be delivered to Lender all of the
Guarantor  financial  statements to be delivered in accordance with the terms of
the Loan Agreement.

     16.  This  Guaranty  shall  be binding upon the heirs, executors, legal and
personal  representatives,  successors and assigns of Guarantor and shall not be
discharged  in whole or in part by the death or the dissolution of any principal
in  Guarantor.  If  more than one party executes this Guaranty, the liability of
all such parties shall be joint and several.

     17.  THIS  GUARANTY,  THE  NOTE,  AND  ALL OTHER INSTRUMENTS EVIDENCING AND
SECURING  THE  LOAN  SECURED HEREBY WERE NEGOTIATED IN THE STATE OF FLORIDA, AND
DELIVERED BY GUARANTOR OR BORROWER, AS APPLICABLE, AND ACCEPTED BY LENDER IN THE
STATE  OF  FLORIDA, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP
TO THE PARTIES AND THE UNDERLYING TRANSACTIONS EMBODIED HEREBY. IN ALL RESPECTS,
INCLUDING,  WITHOUT  LIMITATION, MATTERS OF CONSTRUCTION OF THE IMPROVEMENTS AND
PERFORMANCE  OF  THIS  GUARANTY  AND  THE  OBLIGATIONS  ARISING  HEREUNDER, THIS
GUARANTY  SHALL  BE  GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL
LAWS OF THE STATE OF FLORIDA APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN
SUCH STATE AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

     18. Lender shall be entitled to honor any request for Loan proceeds made by
Borrower  and  shall have no obligation to see to the proper disposition of such
advances.  Guarantor agrees that his obligations hereunder shall not be released
or  affected  by  reason  of  any  improper disposition by Borrower of such Loan
proceeds.

<PAGE>

     19.  This  Guaranty  may  be  executed in any number of counterparts and by
different  parties  hereto  in  separate  counterparts,  each  of  which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same instrument.

                            [SIGNATURE PAGE FOLLOWS]

<PAGE>

     IN  WITNESS  WHEREOF, Guarantor has delivered this Guaranty in the State of
Florida as of the date first written above.

                                         "GUARANTOR":


                                         /s/Malcolm J. Wright
                                         ------------------------
                                         MALCOLM J. WRIGHT



                                         AMERICAN LEISURE HOLDINGS, INC., a
                                         Nevada corporation


                                         By:/s/Malcolm J. Wright
                                            ----------------------------
                                            MALCOLM J. WRIGHT, President


                                         TDS DEVELOPMENT, LLC, a Florida limited
                                         liability company


                                         By:/s/Malcolm J. Wright
                                            ----------------------------
                                            MALCOLM J. WRIGHT, Manager

<PAGE>