Exhibit 10.13



                                PAYMENT GUARANTY
                                ----------------

                            PROJECT COMMONLY KNOWN AS
                            "TIERRA DEL SOL PHASE I"


     THIS  PAYMENT  GUARANTY  ("Guaranty")  made  as  of  December  29,  2005 by
                                --------
MALCOLM  J.  WRIGHT,  AMERICAN LEISURE HOLDINGS, INC., a Nevada corporation, and
TDS  DEVELOPMENT,  LLC,  a  Florida  limited  liability  company,  jointly   and
severally,  (collectively,  "Guarantor"),  to  and  for  the  benefit of KEYBANK
NATIONAL ASSOCIATION, a national banking association, its successors and assigns
("Lender").
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                                 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 loan (the "Loan") available
---------                                                       ----
to  Borrower  in  the  maximum  aggregate  amount at any time outstanding not to
exceed  the sum of FORTY MILLION AND NO/100 DOLLARS ($40,000,000.00), to finance
the  construction and development 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  the  meanings given to them in the Loan
Agreement.

     B.  In  connection  with  the  Loan,  Borrower has executed and delivered a
promissory  note  (the  "Note")  in favor of Lender of even date herewith in the
                         ----
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
covenants  and  agrees  for the benefit of Lender and its respective successors,
endorsees, transferees, participants and assigns as follows:

     1. Guarantor absolutely, unconditionally and irrevocably guarantees:

          (a)  the  full  and prompt payment of the principal of and interest on
     the  Note  when  due,  whether  at  stated  maturity,  upon acceleration or
     otherwise,  and at all times thereafter, and the full and prompt payment of
     all  sums  which may now be or may hereafter become due and owing under the
     Note, the Loan Agreement and the other Loan Documents;

          (b)  the  prompt,  full  and complete performance of all of Borrower's
     obligations  under each and every covenant contained in the Loan Documents;
     and

<PAGE>

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

All  amounts  due,  debts,  liabilities  and  payment  obligations  described in
subsections  (a)  and  (b)  of  this Section 1 shall be hereinafter collectively
                                     ---------
referred  to  as  the  "Indebtedness."
                        ------------

     2.  In  the event of any Event of Default as defined in the Loan Agreement,
Guarantor  agrees,  on  demand  by  Lender or the holder of the Note, to pay the
Indebtedness  regardless  of  any  defense,  right  of  set-off  or claims which
Borrower  or  Guarantor  may  have  against  Lender  or  the holder of the Note.
Anything in the Loan Documents to the contrary notwithstanding, Lender agrees to
give  Guarantor notice of any Event of Default by Borrower in the payment of the
Indebtedness  or  otherwise,  and further agrees that no remedies under the Loan
Documents,  including,  without  limitation,  this Guaranty, shall be pursued by
Lender  as  a  result  of  such Event of Default so long as Guarantor shall have
cured  any  monetary  default  within  ten  (10)  days after its receipt of said
notice,  or  with  respect to any other default, Guarantor shall have cured such
default  within  thirty  (30)  days after its receipt of said notice to cure (or
such other additional time, if any, that is reasonably necessary to promptly and
diligently cure) such default.

     All of the remedies set forth herein and/or provided for in any of the Loan
Documents  or  at  law  or  equity shall be equally 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 provided herein in part because they recognize that the
choice  of  remedies in the event of a default 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,  or  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  Borrower's
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  have  no  obligation  to  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.

<PAGE>

     4.  Guarantor  further agrees that Guarantor's liability as guarantor shall
in  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 even though Lender
might  lawfully  have  elected  to apply such 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 payment
of  the  Indebtedness,  until  the  Indebtedness  has  been  paid  in  full,
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 payment 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. In the
event  of  the foreclosure of the Mortgage and of a deficiency, Guarantor hereby
promises  and  agrees  forthwith  to  pay  the  amount  of  such  deficiency
notwithstanding the fact that recovery of said deficiency against Borrower would
not  be allowed by applicable law; however, the foregoing shall not be deemed to
require  that Lender institute foreclosure proceedings or otherwise resort to or
exhaust any other collateral or security prior to or concurrently with enforcing
this Guaranty.

<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
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 FLORIDA
STATE  OR  UNITED STATES COURT SITTING IN THE CITY OF ORLANDO AND MAY BE MADE BY

<PAGE>

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 payment of the Indebtedness. 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 payment of the Indebtedness and any other
obligations  of Borrower to Lender in such order as Lender may from time to time
elect. Additionally, if the indebtedness guaranteed hereby is less than the full
indebtedness  evidenced  by  the  Note,  all  rents,  proceeds and avails of the
Project,  including  proceeds  of  realization  of Lender's collateral, shall be
deemed  applied on the indebtedness of Borrower to Lender that is not guaranteed
by Guarantor until such unguaranteed indebtedness of Borrower to Lender has been
fully repaid before being applied upon the indebtedness guaranteed by Guarantor.

     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:
                                              --------------------

<PAGE>

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

                    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
     material  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.

<PAGE>

          (d)  To  Guarantor's  actual  knowledge,  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.

          (e)  To  Guarantor's  actual  knowledge,  this Guaranty creates legal,
     valid,  and binding obligations of Guarantor enforceable in accordance with
     its terms.

          (f) To Guarantor's actual knowledge, 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.  To  Guarantor's  actual  knowledge, Guarantor is not in default
     under  any  agreements  which  may  adversely affect Guarantor's ability to
     fulfill its obligations under this Guaranty.

          (g)  To  Guarantor's actual knowledge, 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 of 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 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.

<PAGE>

     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.

     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]



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     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

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