Exhibit 10.1


                            OPTION EXERCISE AGREEMENT

     THIS  OPTION EXERCISE AGREEMENT (this "Agreement") is made and entered into
as  of the 27th day of December 2005, by and among AMERICAN LEISURE REEDY CREEK,
INC., a Florida corporation ("ARC"); STANFORD FINANCIAL GROUP COMPANY, a Florida
corporation  ("SFG");  and AMERICAN LEISURE HOLDINGS, INC., a Nevada corporation
("AMLH").

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

     A.  SFG is the owner of a 99% membership interest (the "Interest") in Reedy
Creek  Acquisition  Company,  LLC,  a  Florida  limited  liability  company (the
"Company").

     B.  ARC, SFG and AMLH are parties to a certain Option Agreement dated as of
July  8, 2005 (the "Option Agreement"), pursuant to which SFG has granted ARC an
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option to purchase the Interest (the "Option").
                                      ------

     C. ARC has notified SFG of its intention to exercise the Option.

     D.  Stanford International Bank, Ltd. ("SIBL"), an affiliate of SFG, is the
holder  of:  (i)  a  certain Mortgage made by the Company in favor of SIBL dated
July  29,  2005 recorded in Official Records Book 2855, Page 1243, of the Public
Records  of Osceola County, Florida; (ii) a certain Assignment of Rents recorded
in  Official  Records  Book  2855,  Page  1280  of the Public Records of Osceola
County;  and (iii) the U.C.C. 1 Financing Statement recorded in Official Records
Book  2855, Page 1291, of the Public Records of Osceola County (collectively the
"Existing SIBL Mortgage").

     E.  The Existing SIBL Mortgage secures the obligations of the Company under
a  certain  Note  in  the  amount  of  $7,150,000 dated July 8, 2005 made by the
Company in favor of SIBL (the "Existing SIBL Note").

     F.  SIBL  has  agreed to make an additional loan of $850,000 to the Company
(the  "Additional  SIBL  Loan"),  which  will  be  secured  by the Existing SIBL
Mortgage.

     G. The Company is the owner of a certain parcel of real property located in
Osceola  County,  Florida  which  is  more  fully described in the SIBL Mortgage
referenced in Recital D above (the "Property").

     H.  The  Company has arranged to receive a loan in the amount of $7,000,000
(the "Bankers Credit Loan") from Bankers Credit Corporation ("Bankers Credit").

     I.  It  is  a  condition to the funding of the Bankers Credit Loan that the
loan be secured by a first mortgage on the Property.

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     J. SIBL has agreed to subordinate the Existing SIBL Mortgage to the Bankers
Credit Loan.

     K.  The  parties  desire  to  set forth their agreement with respect to the
exercise of the Option by ARC and certain related matters.

     NOW,  THEREFORE,  in consideration of the mutual promises set forth in this
Agreement and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereby agree as follows:

1.     Transfer  of  Interest.  Upon  the execution  of  this Agreement,SFG will
       ----------------------
transfer  to  ARC all its right, title and interest in and to the Interest, free
and  clear  of  all  liens,  claims  and  encumbrances  of  any  kind  or nature
(collectively,  the  "Liens").  In connection with the transfer of the Interest,
SFG  will  execute  and deliver to ARC an Assignment in the form of Exhibit A to
this  Agreement  (the  "Assignment").

2.     Additional Loan from SIBL.  The  parties acknowledge that SIBL has agreed
       -------------------------
to  make  the  Additional Loan  to the  Company.  Upon  the  execution  of  this
Agreement, the  parties  will  cause  the  Company to execute and deliverto SIBL
an  amended  renewal note evidencing  the  Additional   Loan in  the   form   of
Exhibit  B  to this   Agreement(the  "New  Note")and a   Mortgage   Modification
Agreement  in   the  form   of  Exhibit  C  to  this  Agreement  (the  "Mortgage
Modification").

3.     Payment  of  Exercise  Price  of  Option.
       ----------------------------------------

     3.1  The  parties acknowledge and agree that: (i) the exercise price of the
Option  has  been  reduced  to $600,000 (the "Exercise Price"), and (ii) ARC has
agreed to pay SIBL's affiliate Stanford Group Company ("SGC") a placement fee of
$250,000 (the "Placement Fee").

     3.2  ARC  will pay the Exercise Price and the Placement Fee by assigning to
SFG  the proceeds of the Additional Loan. In this connection, ARC hereby assigns
to  SFG its right to receive the proceeds of the Additional Loan, and SFG hereby
accepts  such assignment in payment of the Exercise Price and the Placement Fee,
the latter of which it will deliver to its affiliate SGC.

4.     Issuance  of  Warrants.  Upon  the execution of this Agreement, AMLH will
       ----------------------
execute  and  deliver to SIBL, or its assigns, Warrants in the form of Exhibit D
and  Exhibit  E  (the  "Warrants"),  pursuant  to  which AMLH will issue to SIBL
five-year  warrants  to  purchase  an  aggregate of 462,000 shares of the common
stock  of AMLH, with 308,000 at an exercise price of $5.00 per share and 154,000
at  $.001  per  share.

5.     Registration  Rights  Agreement.  Upon  the  execution of this Agreement,
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AMLH  will  execute  and  deliver to SIBL a Registration Rights Agreement in the
form  of  Exhibit  F  to  this  Agreement  with  respect  to  the  Warrants (the
"Registration  Rights  Agreement").

6.     Closing Costs.  Upon the execution of this Agreement, AMLH will reimburse
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SFG  and  SIBL  for  all  reasonable legal fees and expenses incurred by them in
connection  with  the  transactions  contemplated  by  this  Agreement.

<PAGE>

7.     Subordination  of  SIBL  Mortgage.  Upon the execution of this Agreement,
       ---------------------------------
SFG  will  cause SIBL to execute and deliver to Bankers Credit the Subordination
Agreement  in  the  form  of  Exhibit  G  to  this  Agreement,  to  reflect  the
                              ----------
subordination  of  the  Existing  SIBL  Mortgage  to  the  Bankers  Credit Loan.

8.     Representations  and  Warranties  of SFG.  SFG represents and warrants to
       ----------------------------------------
ARC  and  AMLH  as  follows:

     8.1  Organizational  Standing. SFG is a corporation duly organized, validly
          ------------------------
existing  and   in  good  standing   under  the  laws  of  its  jurisdiction  of
organization, with full power and authority to own and to operate its properties
and  carry  on its business as now conducted and to enter into and carry out the
terms of this Agreement.

     8.2  Ownership  of  Interests.  SFG  owns  the Interest beneficially and of
          ------------------------
record  and  will  deliver  its  entire  right, title and interest in and to the
Interest to ARC, free and clear of all Liens.

     8.3  Authority  to Enter into Agreement; Enforceability. SFG has the right,
          --------------------------------------------------
power,  legal  capacity  and authority to enter into and carry out the terms and
provisions  of  this Agreement and the other agreements to be entered into by it
in  connection  with the consummation of this Agreement. This Agreement and such
other  agreements  constitute  the  legal, valid and binding obligations of SFG,
enforceable against SFG in accordance with their respective terms.

9.     Representations  and  Warranties  of  ARC  and AMLH.  ARC and AMLH hereby
       ---------------------------------------------------
represent  and  warrant  to  SFG  as  follows:

     9.1  Organizational  Standing.  Each  of  ARC  and  AMLH  is an entity duly
          ------------------------
organized,  validly existing and in good standing under the laws of its state of
organization, with full power and authority to own and to operate its properties
and  carry  on its business as now conducted and to enter into and carry out the
terms of this Agreement.

     9.2 Authority to Enter into Agreement; Enforceability. Each of ARC and AMLH
         -------------------------------------------------
has  the  right, power, legal capacity and authority to enter into and carry out
the  terms of this Agreement and the other agreements to be entered into by them
pursuant  to  the  terms  of  this  Agreement.  This  Agreement  and  such other
agreements  constitute the legal, valid and binding obligations of ARC and AMLH,
enforceable against each of them in accordance with their respective terms.

10.     Survival  of  Representations,  Warranties  and  Covenants.  All
        ----------------------------------------------------------
representations, warranties and agreements made by the parties to this Agreement
will  survive  the execution, delivery and performance of this Agreement and any
investigations, inspections or examinations made by or on behalf of the parties.

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11.     Miscellaneous.
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     11.1 Expenses. Except as expressly set forth in this Agreement, each of the
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parties  will  pay  their  own  legal  and  other costs and expenses incurred in
connection  with  the  negotiation, execution and delivery of this Agreement and
the transactions contemplated by this Agreement.

     11.2  Entire  Agreement.  This Agreement and the exhibits to this Agreement
           -----------------
constitute  the  entire  agreement  and  understanding  between the parties with
respect  to  the subject matter of this Agreement. All exhibits and schedules to
this  Agreement will be deemed a part of this Agreement. This Agreement will not
confer  any  rights  or  remedies  on  any person other than the parties to this
Agreement and their respective successors and permitted assigns.

     11.3  Governing  Law; Venue. This Agreement will be governed by the laws of
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the State of Florida, without regard to its principles of conflicts of law.

     11.4  Assignment.  This  Agreement may not be assigned by any party without
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the  written  consent  of  all other parties. Subject to the preceding sentence,
this  Agreement  will  be  binding  upon and inure to the benefit of the parties
hereto and their respective successors, heirs and permitted assigns.

     11.5 Headings. The headings in this Agreement are solely for convenience of
          --------
reference and will not affect its interpretation.

     11.6  Counterparts.  This Agreement may be executed in as many counterparts
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as  may  be  deemed  necessary  or  convenient, all of which taken together will
constitute  one  and  the  same  instrument,  and  any of the parties hereto may
execute this Agreement by signing any such counterpart.

     11.7  Amendments;  Waivers.  This Agreement may be amended or modified, and
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any  of  the terms, covenants, representations, warranties or conditions in this
Agreement  may  be  waived,  only  by  written instrument executed by all of the
parties, or in the case of a waiver, by the party waiving compliance. Any waiver
by  any  party  of  any  condition,  or  of  the  breach of any provision, term,
covenant,  representation or warranty contained in this Agreement, in any one or
more  instances,  will  not be deemed to be nor construed as a further waiver of
such  condition,  or  of  the  breach  of  any  other provision, term, covenant,
representation or warranty of this Agreement.

                            [Signature Page Follows]

<PAGE>

     IN  WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date  first  written  above.

                                    ARC:
                                    ----

                                    AMERICAN  LEISURE  REEDY  CREEK,  INC.



                                    By:  /s/ Malcolm J. Wright
                                       -----------------------------------
                                    Name: Malcolm J. Wright
                                    Title: Chief Executive Officer


                                    SFG:
                                    ---

                                    STANFORD  FINANCIAL  GROUP  COMPANY



                                    By: /s/ James M. Davis
                                       -----------------------------------
                                    Name: James M. Davis
                                    Title: Chief Financial Officer


                                    AMLH:
                                    ----

                                    AMERICAN  LEISURE  HOLDINGS,  INC.


                                    By: /s/ Malcolm J. Wright
                                       -----------------------------------
                                    Name: Malcolm J. Wright
                                    Title: Chief Executive Officer

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