Exhibit 10.7



          MODIFICATION AND REAFFIRMATION OF GUARANTY AND ENVIRONMENTAL
          ------------------------------------------------------------
                              INDEMNITY AGREEMENT
                              -------------------


          THIS  MODIFICATION  AND  REAFFIRMATION  OF  GUARANTY AND ENVIRONMENTAL
INDEMNITY  AGREEMENT  is  executed as of the day of January, 2006, by MALCOLM H.
WRIGHT  having  an  office at 550 Biltmore Way, Suite 700, Coral Gables, Florida
33134, and AMERICAN LEISURE HOLDINGS, INC., a Nevada  corporation (collectively,
jointly  and  severally,  the  "Guarantor"),  in favor of STANFORD INTERNATIONAL
BANK, LTD., having an office at No. 11, Pavilion Drive, St. Johns, Antigua, West
Indies  (the  "Lender").

                                WITNESSETH, THAT:
                                ----------------

     WHEREAS,  the  Lender  has  previously  extended  a  $7,150,000.00  loan
(hereinafter  referred  to  as  the "Existing Loan"), to REEDY CREEK ACQUISITION
COMPANY,  LLC,  a  Florida limited liability company (hereinafter referred to as
"Borrower"),  and

     WHEREAS,  the Existing Loan is evidenced by a Promissory Note dated July 8,
2005  in  the  amount of $7,150,000.00 and secured by: (i) that certain Mortgage
and Security Agreement (the "Mortgage"), recorded in Official Records Book 2855,
at Page 1243 of the Public Records of Osceola County, Florida; (ii) a Assignment
of Leases, Rents and Profits, recorded in Official Records Book 2855, Page 1280,
of  the  Public Records of Osceola County, Florida (the "Assignment"); and (iii)
an  UCC-1 Financing Statement recorded in Official Records Book 2855, Page 1291,
of  the  Public  Records of Osceola County, Florida (the "Financing Statement");
and (iv) other loan documents executed in connection with the Existing Loan (the
"Existing  Loan  Documents");  and

     WHEREAS,  the  Guarantor  has  previously guaranteed the prompt payment and
performance  of  the Existing Loan, pursuant to the terms that certain Unlimited
Continuing  and  Unconditional  Guaranty executed by the Guarantor dated July 8,
2005  (the  "Guaranty"),  and

     WHEREAS,  the  Guarantor has previously agreed to indemnify and hold Lender
harmless  from  any  environmental damage, pursuant to the terms of that certain
Environmental Indemnity Agreement dated July 8, 2005 (the "Indemnity Agreement")
in  connection  with  the  Existing  Loan,  and

     WHEREAS,  the Borrower has requested the Lender to modify the Existing Loan
by  granting a $850,000.00 future advance so as to increase the Existing Loan to
$8,000,000.00 (the "New Loan"), and as a condition precedent to the modification
of  the  Existing  Loan,  the  Lender  has  required the Guarantor to modify and
reaffirm  the  terms  of  the  Guarantor's Guaranty and Indemnity Agreement with
regard  to  the  New  Loan,  and

     WHEREAS,  under  the  New  Loan the Borrower has executed certain documents
modifying  the  Existing  Loan Documents including but not limited to a Renewed,
Amended  and  Increased  Promissory  Note  in  the  amount  of  $8,000,000.00, a
Mortgage Modification Agreement and Future Advance Certificate, collectively the
"New  Loan  Documents",  and

<PAGE>

     WHEREAS, the Existing Loan as modified by the New Loan shall be referred to
as  the  "Loan",  and

     WHEREAS,  the Existing Loan Documents as modified by the New Loan Documents
shall  be  collectively  referred  to  as  the  "Loan  Documents",  and

     WHEREAS,  it  is  in  the best interests of the Guarantor to facilitate the
modification  of  the  Existing Loan and the Lender to make the New Loan and the
resulting  Loan,  and

     NOW, THEREFORE, for valuable considerations, the receipt and sufficiency of
which  are  hereby acknowledged, and to induce the Lender to modify the Existing
Loan  and  to  make the New Loan and the resulting Loan, the Guarantor agrees as
follows:

     1. RECITALS: The Guarantor acknowledges that each of the foregoing recitals
        --------
is  true  and  correct. The foregoing recitals are hereby incorporated into this
Agreement and made a material part hereof by this express reference.

     2.  REAFFIRMATION  OF  GUARANTY:  The  Guarantor  hereby  reaffirms,
         ---------------------------
re-acknowledges  and  ratifies  each  and  every  of the terms, representations,
warranties, covenants and conditions of the Guaranty, and agrees to remain bound
thereby.  Guarantor  agrees that all loans or financial accommodations currently
being  extended,  renewed or modified by the Lender to the Borrower shall remain
encompassed  by the Guaranty, and hereby reaffirms and ratifies the terms of the
Guaranty  with  respect to each such loan or financial accommodation, including,
without limitation, the Loan and the Loan Documents.


     3.  REAFFIRMATION  OF  INDEMNITY AGREEMENT: The Guarantor hereby reaffirms,
         --------------------------------------
re-acknowledges  and  ratifies  each  and  every  of the terms, representations,
warrants,  covenants  and  conditions  of the Indemnity Agreement, and agrees to
remain  bound  thereby.  Guarantor  agrees  that  all  loans  or  financial
accommodations  currently  being  extended, renewed or modified by the Lender to
the  Borrower  shall  remain  encompassed by the Indemnity Agreement, and hereby
reaffirms and ratifies the terms of the Indemnity Agreement with respect to each
such  loan  or  financial accommodation, including, without limitation, the Loan
and the Loan Documents.

     4.  NO  DEFENSES, COUNTERCLAIMS OR SETOFFS: The Guarantor acknowledges that
         --------------------------------------
as  of  the date of this Agreement, the Guarantor has no defenses, counterclaims
or  claims  to rights of offset with respect to the repayment of any obligations
or  indebtedness  owed  by  the  Borrower  to  the  Lender  or  the  Guarantor's
obligations  under  the  Guaranty  or  Indemnity  Agreement,  including, without
limitation, the Loan and the Loan Documents, or with respect to the validity and
enforceability  of  any  collateral  or security interests held by the Lender in
connection with the Loan and/or as evidenced or secured by the Loan Documents.

     5.  NO RELEASE: The Guarantor acknowledges and agrees that no action taken
         ----------
by the Lender subsequent to the date hereof shall affect, impair or diminish the
Guarantor's obligations under the Guaranty or the Indemnity Agreement.

     6.  RELIANCE:  The  Guarantor  acknowledges that the Lender is relying upon
         --------
this  Modification  and  Reaffirmation  of  Guaranty and Environmental Indemnity
Agreement  in  agreeing  to modify the Existing Loan and to make the Loan to the
Borrower,  and  the  Guarantor  intends  that  the  Lender  shall rely upon this

<PAGE>

Modification  and  Reaffirmation  of  Guaranty  and  Environmental  Indemnity
Agreement.  The  Guarantor  certifies  to  the  Lender  that  the  Guarantor  is
affiliated  or  associated  with the Borrower such that the Loan extended by the
Lender  to  the  Borrower  shall  inure  to  the  benefit  of the Guarantor, and
constitute  sufficient  consideration  for  the  Guarantor's  execution  of this
Agreement.

     IN  WITNESS  WHEREOF,  the  Guarantor has caused this instrument to be duly
executed  as  of  the  day  and  year  written  above.

WITNESS:                           GUARANTOR:

 /s/ Amie M. Cebollero             /s/ Malcolm J. Wright
------------------------------     -----------------------------
                                   Malcolm  J.  Wright
  Amie M. Cebollero
------------------------------

                                   American  Leisure  Holdings,  Inc.,
                                   a  Nevada  corporation


                                   By: /s/ Malcolm J. Wright
------------------------------        ---------------------------------------
                                   Malcolm J. Wright,its Chief Executive Officer
                                      --------------      -------------------
------------------------------

STATE  OF  FLORIDA          )
                            )SS
COUNTY  OF  ORANGE          )
          -----------------

     I  HEREBY  CERTIFY that the foregoing instrument was acknowledged before me
this 5 day of January, 2006, by Malcolm H. Wright, who is personally known to me
    ---
or  have  produced  driver's licenses issued by the Department of Highway Safety
and Motor Vehicles as identification and did [did not] take an oath.


                                         /s/ Amie Marie Cebollero
                                         -----------------------------------
                                         Print  Name:
                                         NOTARY  PUBLIC,  State  of  Florida
                                         Serial  No:
                                         My  Commission  Expires:

<PAGE>

STATE  OF  FLORIDA          )
                            )SS
COUNTY  OF ORANGE           )
          ------------------

     I  HEREBY  CERTIFY  that  the  foregoing instrument was acknowledged before
me this 5 day of January, 2006,  by Malcolm J. Wright, as          CEO
       --                         ----------------------     -------------------
of  American  Leisure  Holdings,  Inc.,  a  Nevada corporation, on behalf of the
corporation  who  is  personally  known to me or have produced driver's licenses
issued  by the Department of Highway Safety and Motor Vehicles as identification
and  did  [did  not]  take  an  oath.

                                         /s/ Amie Marie Cebollero
                                         -----------------------------------
                                         Print  Name:
                                         NOTARY  PUBLIC,  State  of  Florida
                                         Serial  No:
                                         My  Commission  Expires:

<PAGE>