Exhibit 10.19


NEITHER  THE  WARRANTS  NOR  THE  SHARES  OF  COMMON STOCK TO BE ISSUED UPON THE
EXERCISE  HEREOF  HAVE  BEEN  REGISTERED  UNDER  THE  SECURITIES ACT OF 1933, AS
AMENDED,  OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND MAY NOT BE SOLD,
TRANSFERRED,  OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT,
UNLESS  IN  THE  OPINION  OF  COUNSEL  TO  THE  COMPANY SUCH REGISTRATION IS NOT
REQUIRED.

                                    WARRANT

                      For the Purchase of Common Stock of

                        AMERICAN LEISURE HOLDINGS, INC.
                              A NEVADA CORPORATION

        VOID AFTER 11:59 P.M. EASTERN STANDARD TIME ON DECEMBER 31, 2010

WARRANT  NO.                                             Warrant  to  Purchase
                                                         308,000  Shares

     THIS  WARRANT  CERTIFIES  THAT,  for value received, STANFORD INTERNATIONAL
BANK,  LTD.,  an  Antiguan  banking  corporation  or its registered assigns (the
"HOLDER")  is entitled to acquire from American Leisure Holdings, Inc., a Nevada
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corporation  whose  address  is  2701  Spivey  Lane, Orlando, Florida 32837 (the
"COMPANY"),  an aggregate of 308,000 shares of fully paid, non-assessable common
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stock,  par  value  $0.001 per share, of the Company (the "COMMON STOCK") at any
                                                           ------------
time  on  or prior to 11:59 p.m. Eastern Standard Time on December 31, 2010 (the
"EXPIRATION  DATE"),  at  such  price  and upon such terms and conditions as set
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forth  herein.  If  not exercised prior to the Expiration Date, this Warrant and
all rights granted under this Warrant shall expire and lapse.


     The  number  and  character  of the securities purchasable upon exercise of
this Warrant and the Purchase Price (defined below) are subject to adjustment as
provided  in  Section  5 hereof. The term "Warrant" as used herein shall include
this  Warrant and any warrants issued in substitution for or replacement of this
Warrant, or any warrant into which this Warrant may be divided or exchanged. The
shares  of  Common  Stock  purchasable  upon  exercise  of this Warrant shall be
referred to hereinafter collectively as the "WARRANT SHARES".
                                             --------------

     1. EXERCISE; ISSUANCE OF CERTIFICATES; PAYMENT FOR SHARES.

          (a)  PURCHASE PRICE. The purchase price of each Warrant Share issuable
     upon  exercise of this Warrant shall be $5.00 PER WARRANT SHARE, subject to
     adjustment as provided in Section 5 hereof ("PURCHASE PRICE").
                                                  --------------

          (b)  WARRANT EXERCISE. The purchase rights represented by this Warrant
     may  be exercised by the Holder, in whole or in part, at any time, and from
     time to time prior to the Expiration Date, by the surrender and presentment

<PAGE>

     of  this  Warrant  accompanied by a duly executed Notice of Exercise in the
     form  attached hereto (the "EXERCISE NOTICE"), together with the payment of
                                 ---------------
     the  aggregate  Purchase  Price  (the  "AGGREGATE  PURCHASE PRICE") for the
                                             -------------------------
     number  of  Warrant  Shares  specified in the Exercise Notice in the manner
     specified  in  Section  l(d) hereof, all of which shall be presented to the
     Company, at its principal office as set forth on page 1 of this Warrant, or
     at  such  other  place as the Company may designate by notice in writing to
     the Holder.

          (c) EXERCISE. As soon as practicable after full or partial exercise of
     this  Warrant,  the  Company at its expense (including, without limitation,
     the  payment by it of all taxes and governmental charges applicable to such
     exercise  and  issuance  of Warrant Shares) shall cause to be issued in the
     name  of  and  delivered to the Holder or such other persons as directed by
     the  Holder,  a certificate or certificates for the total number of Warrant
     Shares  for  which this Warrant is being exercised in such denominations as
     instructed  by  the Holder, together with any other securities and property
     to  which  the  Holder  is  entitled  upon exercise under the terms of this
     Warrant.  This  Warrant  shall  be  deemed  to have been exercised, and the
     Warrant  Shares  acquired thereby shall be deemed issued, and the Holder or
     any  person(s)  designated  by  the  Holder  shall be deemed to have become
     holders  of record of such Warrant Shares for all purposes, as of the close
     of  business on the date that this Warrant, the duly executed and completed
     Exercise  Notice, and full payment of the Aggregate Purchase Price has been
     presented  and surrendered to the Company in accordance with the provisions
     of  this Section 1(b), notwithstanding that the stock transfer books of the
     Company  may  then  be  closed. In the event this Warrant is only partially
     exercised,  a  new  Warrant  evidencing  the right to acquire the number of
     Warrant  Shares with respect to which this Warrant shall not then have been
     exercised,  shall  be  executed, issued and delivered by the Company to the
     Holder  simultaneously  with  the delivery of the certificates representing
     the Warrant Shares so purchased.

          (d)  PAYMENT  OF  PURCHASE  PRICE. The Aggregate Purchase Price of the
     Warrant  Shares  being acquired upon exercise of this Warrant shall be paid
     by  the Holder to the Company by wire transfer, or by delivery of a bank or
     cashier's  check  payable  to the order of the Company in the amount of the
     Aggregate  Purchase  Price  which  shall  be  determined by multiplying the
     Purchase  Price  by  the number of Warrant Shares specified in the Exercise
     Notice to be purchased upon such exercise.

     2.  STOCK FULLY PAID; RESERVATION OF SHARES. The Company hereby agrees that
it will at all times have authorized and will reserve and keep available, solely
for  issuance  and  delivery  to the Holder, that number of shares of its Common
Stock  (or other securities) that may be required from time to time for issuance
upon  the exercise of this Warrant. All Warrant Shares when issued in accordance
with  this  Warrant  shall  be  duly  and  validly  issued  and  fully  paid and
nonassessable.

     3. EXCHANGE, ASSIGNMENT, OR LOSS OF WARRANT.

          (a)  This  Warrant  is  exchangeable,  without  expense  other than as
     provided  in  this Section 3, at the option of the Holder upon presentation

<PAGE>

     and  surrender  hereof  to  the  Company  for  other  Warrants of different
     denominations  entitling the Holder thereof to acquire in the aggregate the
     same number of Warrant Shares that may be acquired hereunder.

          (b)  All of the covenants and provisions of this Warrant by or for the
     benefit  of the Holder shall be binding upon and shall inure to the benefit
     of,  his  successors  and  permitted assigns hereunder. This Warrant may be
     sold,  transferred,  assigned,  or  hypothecated  only  in  compliance with
     Section  7  herein. If permitted under Section 7, any such assignment shall
     be  made  by surrender of this Warrant to the Company, together with a duly
     executed  assignment  in  the  form  attached  hereto  ("ASSIGNMENT FORM"),
                                                              ---------------
     whereupon  the  Company  shall,  without  charge, execute and deliver a new
     Warrant  containing  the  same  terms and conditions of this Warrant in the
     name  of  the  assignee  as  named in the Assignment Form, and this Warrant
     shall  be canceled at that time. This Warrant, if properly assigned, may be
     exercised by a new Holder without first having the new Warrant issued.

          (c)  This  Warrant may be divided or combined with other Warrants that
     carry  the  same  rights upon presentation and surrender of this Warrant at
     the  office  of  the  Company, together with a written notice signed by the
     Holder, specifying the names and denominations in which new Warrants are to
     be issued.

          (d)  The  Company will execute and deliver to the Holder a new Warrant
     of  like  tenor and date upon receipt by the Company of evidence reasonably
     satisfactory  to  it of the loss, theft, destruction, or mutilation of this
     Warrant; provided, that (i) in the case of loss, theft, or destruction, the
     Company  receives  a  reasonably satisfactory indemnity or bond, or (ii) in
     the case of mutilation, the Holder shall provide and surrender this Warrant
     to the Company for cancellation.

          (e)  Any  new  Warrant  executed  and  delivered  by  the  Company  in
     substitution  or replacement of this Warrant shall constitute a contractual
     obligation  of  the  Company  regardless  of whether this Warrant was lost,
     stolen,  destroyed  or  mutilated,  and  shall be enforceable by any Holder
     thereof.

          (f)  The  Holder shall pay all transfer and excise taxes applicable to
     any issuance of new Warrants under this Section 3.

     4.  RIGHTS  OF THE HOLDER. Prior to exercise, this Warrant will not entitle
the  Holder  to  any  rights of a shareholder in the Company (including, without
limitation,  rights  to  receive dividends, vote or receive notice of meetings).
The  Company  covenants,  however,  that for so long as this Warrant is at least
partially unexercised, it will furnish the Holder with copies of all reports and
communications  furnished  to the shareholders of the Company. The rights of the
Holder  are  limited  to those expressed in this Warrant and are not enforceable
against  the Company except to the extent set forth herein. No provision of this
Warrant,  in  the  absence  of affirmative action by the Holder to exercise this
Warrant,  and no enumeration in this Warrant of the rights and privileges of the
Holder,  will  give  rise  to  any  liability  of  such Holder for the Aggregate
Purchase Price.

<PAGE>

     5.  ADJUSTMENT  OF  PURCHASE PRICE AND NUMBER OF WARRANT SHARES. The number
and  kind  of  securities that may be acquired upon the exercise of this Warrant
and  the  Purchase Price shall be subject to adjustment, from time to time, upon
the happening of any of the following events:

          (a) DIVIDENDS, SUBDIVISIONS, COMBINATIONS, OR CONSOLIDATIONS OF COMMON
     STOCK.

               (i) In the event that the Company shall declare, pay, or make any
          dividend  upon its outstanding Common Stock payable in Common Stock or
          shall  effect  a subdivision of the outstanding shares of Common Stock
          into  a  greater  number of shares of Common Stock, then the number of
          Warrant  Shares  that may thereafter be purchased upon the exercise of
          the  rights represented hereby shall be increased in proportion to the
          increase  in  the number of outstanding shares of Common Stock through
          such  dividend  or  subdivision,  and  the  Purchase  Price  shall  be
          decreased  in  such  proportion. In case the Company shall at any time
          combine  the  outstanding  shares  of  its Common Stock into a smaller
          number  of  shares  of Common Stock, the number of Warrant Shares that
          may thereafter be acquired upon the exercise of the rights represented
          hereby  shall  be decreased in proportion to the decrease through such
          combination  and  the  Purchase  Price  shall  be  increased  in  such
          proportion.  The  aforementioned  adjustments  shall  become effective
          immediately  after  the  record  date  in  the  case  of a dividend or
          distribution and immediately after the effective date in the case of a
          subdivision, combination or reclassification.

               (ii) If the Company declares, pays or makes any dividend or other
          distribution  upon  its outstanding Common Stock payable in securities
          or  other  property (excluding cash dividends and dividends payable in
          Common  Stock,  but including, without limitation, shares of any other
          class  of the Company's stock or stock or other securities convertible
          into  or exchangeable for shares of Common Stock or any other class of
          the  Company's  stock  or other interests in the Company or its assets
          ("CONVERTIBLE  SECURITIES"),  a proportionate part of those securities
            -----------------------
          or that other property shall be set aside by the Company and delivered
          to the Holder in the event that the Holder exercises this Warrant. The
          securities  and other property then deliverable to the Holder upon the
          exercise  of  this  Warrant  shall  be  in the same ratio to the total
          securities  and  property  set  aside  for the Holder as the number of
          Warrant Shares with respect to which this Warrant is then exercised is
          to  the  total  Warrant  Shares  that may be acquired pursuant to this
          Warrant  at the time the securities or property were set aside for the
          Holder.

               (iii) If the Company shall declare a dividend payable in money on
          its  outstanding Common Stock and at substantially the same time shall
          offer  to  its  shareholders  a right to purchase new shares of Common
          Stock  from  the  proceeds  of  such  dividend  or  for  an  amount
          substantially  equal  to  the  dividend, all shares of Common Stock so
          issued  shall,  for  purposes  of this Warrant, be deemed to have been
          issued  as  a  stock  dividend subject to the adjustments set forth in
          Section 5(a)(i).

<PAGE>

               (iv)  If the Company shall declare a dividend payable in money on
          its  outstanding Common Stock and at substantially the same time shall
          offer to its shareholders a right to purchase new shares of a class of
          stock  (other  than  Common  Stock),  Convertible Securities, or other
          interests  from  the  proceeds  of  such  dividend  or  for  an amount
          substantially  equal to the dividend, all shares of stock, Convertible
          Securities,  or  other  interests  so issued or transferred shall, for
          purposes  of this Warrant, be deemed to have been issued as a dividend
          or other distribution subject to Section 5(a)(ii).

          (b) PRO RATA SUBSCRIPTION RIGHTS. If at any time the Company grants to
     its  shareholders rights to subscribe pro rata for additional securities of
     the Company, whether Common Stock, Convertible Securities, or for any other
     securities  or  interests  that  the  Holder  would  have  been entitled to
     subscribe for if, immediately prior to such grant, the Holder had exercised
     this  Warrant,  then  the  Company  shall also grant to the Holder the same
     subscription  rights that the Holder would be entitled to if the Holder had
     exercised this Warrant in full immediately prior to such grant.

          (c) EFFECT OF RECLASSIFICATION, REORGANIZATION, CONSOLIDATION, MERGER,
     OR SALE OF ASSETS.

               (i)  Upon  the  occurrence  of  any  of the following events, the
          Holder  shall  have  the  right  thereafter,  by  the exercise of this
          Warrant, to acquire for the Aggregate Purchase Price described in this
          Warrant,  the kind and amount of shares of stock and other securities,
          property  and interests as would be issued or payable with respect to,
          or  in  exchange  for,  the  number  of  Warrant  Shares that are then
          purchasable  pursuant  to  this Warrant, as if such Warrant Shares had
          been  issued  to  the  Holder  immediately  prior  to  such event: (A)
          reclassification,   capital   reorganization,   or  other   change  of
          outstanding  Common  Stock  (other  than  a  change  as a result of an
          issuance of Common Stock under Subsection 5(a)), (B), consolidation or
          merger  of  the  Company  with  or  into another corporation or entity
          (other  than  a  consolidation  or  merger in which the Company is the
          continuing   corporation   and   that   does   not   result   in   any
          reclassification,  capital  reorganization  or  other  change  of  the
          outstanding shares of Common Stock or the Warrant Shares issuable upon
          exercise  of this Warrant), or (C) spin-off of assets, a subsidiary or
          any  affiliated  entity,  or  the  sale,   lease,  pledge,   mortgage,
          conveyance  or  exchange  of  a  significant  portion of the Company's
          assets  taken  as  a  whole,  in  a  transaction pursuant to which the
          Company's  shareholders  of  record are to receive securities or other
          interests  in  a  successor  entity.  The foregoing provisions of this
          Section 5(c)(i) shall similarly apply to successive reclassifications,
          capital  reorganizations and similar changes of shares of Common Stock
          and to successive consolidations, mergers, spin-offs, sales, leases or
          exchanges.  In  the  event  that in any such reclassification, capital
          reorganization,  change,  consolidation, merger, spin-off, sale, lease
          or exchange, additional shares of Common Stock are issued in exchange,
          conversion,  substitution  or  payment,  in  whole  or  in  part,  for
          securities  of  the  Company  other  than Common Stock, any such issue
          shall be determined in accordance with Section 5(e)(ii) below.

               (ii) If any sale, lease, pledge, mortgage, conveyance or exchange
          of  all,  or substantially all, of the Company's assets or business or

<PAGE>

          any  dissolution,  liquidation  or  winding  up  of  the  Company  (a
          "TERMINATION  OF  BUSINESS")  shall  be  proposed,  the  Company shall
           -------------------------
          deliver  written  notice  to  the Holder of this Warrant in accordance
          with  Section  6 below as a condition precedent to the consummation of
          that  Termination  of  Business.  If  the result of the Termination of
          Business is that shareholders of the Company are to receive securities
          or  other  interests  of a successor entity, the provisions of Section
          5(c)(i)  above  shall apply. However, if the result of the Termination
          of  Business  is that shareholders of the Company are to receive money
          or  property  other  than securities or other interests in a successor
          entity,  the Holder of this Warrant shall be entitled to exercise this
          Warrant  and, with respect to any Warrant Shares so acquired, shall be
          entitled  to  all  of  the  rights of the other shareholders of Common
          Stock  with  respect  to any distribution by the Company in connection
          with  the Termination of Business. In the event no successor entity is
          involved  and  Section  5(c)(i) does not apply, all acquisition rights
          under  this  Warrant  shall  terminate at the close of business on the
          date  as  of which shareholders of record of the Common Stock shall be
          entitled to participate in a distribution of the assets of the Company
          in  connection with the Termination of Business; provided, that, in no
          event  shall  that  date  be  less  than 30 days after delivery to the
          Holder  of  this  Warrant  the  written  notice described above and in
          Section 6. If the termination of acquisition rights under this Warrant
          is  to  occur  as  a result of the event at issue, a statement to that
          effect shall be included in that written notice.

          (d)  OBLIGATION  OF  SUCCESSORS  OR TRANSFEREES. The Company shall not
     effect  any  consolidation,  merger, or sale or conveyance of assets within
     the  meaning  of  Section 5(c)(i)(B)-(C), unless prior to or simultaneously
     with  the consummation thereof the successor corporation (if other than the
     Company)  resulting  from  such  consolidation or merger or the corporation
     purchasing  such  assets  shall  assume  by written instrument executed and
     mailed  or  delivered  to  the  Holder  pursuant  to Section 10 herein, the
     obligation  to  deliver  to the Holder such shares of stock, securities, or
     assets  as,  in accordance with the foregoing provisions, the Holder may be
     entitled  to acquire. In no event shall the securities received pursuant to
     this  Section  be  registerable  or  transferable  other  than pursuant and
     subject to the terms of this Warrant.

          (e)  PURCHASE  PRICE ADJUSTMENTS. Except as otherwise provided in this
     Section  5,  upon any adjustment of the Purchase Price, the Holder shall be
     entitled  to  purchase,  based  upon  the new Purchase Price, the number of
     shares  of  Common Stock, calculated to the nearest full share, so that the
     new  Purchase Price is obtained by multiplying the number of Warrant Shares
     that  may  be  acquired  pursuant  to this Warrant immediately prior to the
     adjustment  of  the  Purchase  Price  by  the  Purchase  Price  in  effect
     immediately prior to its adjustment and dividing the product so obtained by
     the new Purchase Price.

          (f)  ISSUANCES BELOW EXERCISE PRICE. If the Company, at any time while
     this Warrant is outstanding:

               (i)  issues  or  sells,  or is deemed to have issued or sold, any
          Common  Stock,  not  including the conversion of any Company preferred
          stock  issued and outstanding as of the date hereof in accordance with
          the stated terms thereof as is in effect as of the date hereof;

<PAGE>

               (ii)  in  any manner grants, issues or sells any rights, options,
          warrants,  options to subscribe for or to purchase Common Stock or any
          stock  or other securities convertible into or exchangeable for Common
          Stock  (other  than  any Excluded Securities (as defined below)) (such
          rights,  options  or  warrants  being herein called "OPTIONS" and such
          convertible  or  exchangeable  stock or securities being herein called
          "CONVERTIBLE SECURITIES"); or
           ----------------------

               (iii) in any manner issues or sells any Convertible Securities;

     for (a) with respect to paragraph (i) above, a price per share, or (b) with
respect  to  paragraphs  (ii) or (iii) above, a price per share for which Common
Stock  issuable upon the exercise of such Options or upon conversion or exchange
of  such  Convertible Securities is, less than $1.02 (the "NON-DILUTIVE PRICE"),
                                                           ------------------
then,  concurrently  with  such  issuance,  the  number  of  Warrant Shares then
issuable  upon  exercise  of  this  Warrant shall be increased to that number of
shares  of  Common  Stock determined by performing the following calculation and
rounding the resulting number to the nearest whole: Divide:

                    (1)  The  Non-Dilutive  Price  multiplied  by  the number of
               shares  of  Common  Stock called for by the face of this Warrant,
               by:

                    (2) the Weighted Average Per Unit Value.

          (b)  For  the purposes of this Section 5(f), the "Weighted Average Per
                                                            --------------------
     Unit  Value"  means  the  amount  determined  by  performing  the following
     -----------
     calculation  and  rounding  the resulting number to the nearest whole cent:
     Divide:

                    (i) the sum of:

                         (A)  the Non-Dilutive Price multiplied by the number of
                    shares  of Common Stock outstanding immediately prior to the
                    issuance of additional shares of Common Stock, plus
                                                                   ----

                         (B) the aggregate consideration, if any, received or to
                    be received by the Company in connection with such issuance,
                    by
                    --

                    (ii)  the  number  of  shares  of  Common  Stock outstanding
               immediately after such issuance.

          (g)  EFFECT  ON  EXERCISE  PRICE  OF  CERTAIN  EVENTS. For purposes of
     determining  the  adjusted Exercise Price under Section 5(f), the following
     shall be applicable:

               (i)  Calculation  of Consideration Received. If any Common Stock,
          Options or Convertible Securities are issued or sold or deemed to have
          been issued or sold for cash, the consideration received therefor will
          be  deemed  to  be  the  net  amount received by the Company therefor,
          without  deducting any expenses paid or incurred by the Company or any
          commissions  or compensations paid or concessions or discounts allowed
          to  underwriters,  dealers  or  others  performing similar services in
          connection  with such issue or sale. In case any Common Stock, Options
          or Convertible Securities are issued or sold for a consideration other
          than cash, the amount of the consideration other than cash received by
          the Company will be the fair value of such consideration, except where

<PAGE>

          such  consideration  consists  of  securities  listed  or  quoted on a
          national  securities  exchange  or national quotation system, in which
          case  the  amount of consideration received by the Company will be the
          arithmetic  average of the closing sale price of such security for the
          five  (5)  consecutive  trading days immediately preceding the date of
          receipt  thereof.  In  case  any  Common Stock, Options or Convertible
          Securities  are  issued  to  the owners of the non-surviving entity in
          connection  with  any  merger  in  which  the Company is the surviving
          entity,  the amount of consideration therefor will be deemed to be the
          fair  value  of  such  portion  of  the net assets and business of the
          non-surviving  entity as is attributable to such Common Stock, Options
          or  Convertible  Securities, as the case may be. The fair value of any
          consideration other than cash or securities will be determined jointly
          by  the Company and the registered owners of a majority of the Warrant
          Stock  then outstanding. If such parties are unable to reach agreement
          within  10  days  after the occurrence of an event requiring valuation
          (the  "VALUATION EVENT"), the fair value of such consideration will be
                 ---------------
          determined  within  48  hours  of the 10th day following the Valuation
          Event by an appraiser selected in good faith by the Company and agreed
          upon  in  good  faith  by  the  registered owners of a majority of the
          Warrant  Stock  then  outstanding. The determination of such appraiser
          shall be binding upon all parties absent manifest error.

               (ii)  Integrated  Transactions.  In  case any Option is issued in
          connection  with the issue or sale of other securities of the Company,
          together  comprising  one  integrated transaction in which no specific
          consideration is allocated to such Options by the parties thereto, the
          Options  will  be  deemed  to  have  been  issued  for  an  aggregate
          consideration of $.001.

               (iii)  Record  Date. If the Company takes a record of the holders
          of  Common  Stock  for  the purpose of entitling them (a) to receive a
          dividend  or other distribution payable in Common Stock, Options or in
          Convertible  Securities  or  (b)  to  subscribe for or purchase Common
          Stock,  Options  or Convertible Securities, then such record date will
          be  deemed to be the date of the issue or sale of the shares of Common
          Stock  deemed to have been issued or sold upon the declaration of such
          dividend  or  the making of such other distribution or the date of the
          granting  of  such  right of subscription or purchase, as the case may
          be.

               (iv)  Other  Events.  If  any  event  occurs that would adversely
          affect  the  rights of the Holder of this Warrant but is not expressly
          provided  for  by  this  Section 5 (including, without limitation, the
          granting  of  stock appreciation rights, phantom stock rights or other
          rights  with  equity  features), then the Company's Board of Directors
          will  make  an  appropriate  adjustment in the Exercise Price so as to
          protect  the  rights  of  the  Holder; provided, however, that no such
          adjustment will increase the Exercise Price.

               (v)  If  consideration  other than money is received or issued by
          the  Company  upon  the  issuance,  sale  or purchase of Common Stock,
          Convertible  Securities,  or  other  securities or interests, the fair
          market  value  of  such consideration, as reasonably determined by the
          Company's  independent public accountant shall be used for purposes of
          any  adjustment  required  by this Section 5. The fair market value of
          such  consideration shall be determined as of the date of the adoption
          of  the  resolution  of  the  Board  of  Directors of the Company that
          authorizes  the  transaction giving rise to the adjustment. In case of

<PAGE>

          the  issuance  or sale of the Common Stock, Convertible Securities, or
          other  securities  or  property  without  separate  allocation  of the
          purchase  price,  the  Company's  independent  public accountant shall
          reasonably  determine  an  allocation  of  the consideration among the
          items  being  issued or sold. The reclassification of securities other
          than  Common  Stock  into  securities  including Common Stock shall be
          deemed  to  involve  the  issuance  of  that  Common  Stock  for  a
          consideration  other  than  money  immediately  prior  to the close of
          business  on  the  date  fixed  for  the determination of shareholders
          entitled  to  receive  the  Common  Stock.  The Company shall promptly
          deliver  written  notice of all such determinations by its independent
          public accountant to the Holder of this Warrant.

          (h)  APPLICATION  OF  THIS  SECTION.  The provisions of this Section 5
     shall  apply  to  successive  events  that may occur from time to time, but
     shall only apply to a particular event if it occurs prior to the expiration
     of this Warrant either by its terms or by its exercise in full.

          (i) DEFINITION OF COMMON STOCK. Unless the context requires otherwise,
     whenever reference is made in this Section 5 to the issue or sale of shares
     of Common Stock, the term "COMMON STOCK" shall mean (i) the $.001 par value
     common  stock  of  the  Company, (ii) any other class of stock ranking on a
     parity  with, and having substantially similar rights and privileges as the
     Company's  $.001 par value common stock, and (iii) any Convertible Security
     convertible  into either (i) or (ii). However, subject to the provisions of
     Section  5(c)(i)  above,  Warrant  Shares  issuable  upon  exercise of this
     Warrant  shall  include only shares of common stock designated as $.001 par
     value common stock of the Company as of the date of this Warrant.

          (j) NO ADJUSTMENT OF EXERCISE PRICE IN CERTAIN CASES. No adjustment of
     the Exercise Price shall be made:

               (i)  upon the issuance of Common Stock upon the conversion of any
          existing Company preferred stock, or any other Convertible Securities,
          issued  and  outstanding  as of the date hereof in accordance with the
          stated terms thereof as is in effect as of the date hereof; or

               (ii) upon the issuance of options granted at an exercise price of
          no less than 100% of the market price as of the date of grant pursuant
          to  any  current Company employee stock option plan or the sale by the
          Company of any shares of Common Stock pursuant to the exercise of such
          options.

          (k)  FRACTIONAL  SHARES.  No fractional Warrant Shares of Common Stock
     shall  be  issued  upon  the exercise of this Warrant. In the event that an
     adjustment  in  the number of shares of Common Stock issuable upon exercise
     of  this Warrant made pursuant to this Section 5 hereof results in a number
     of shares issuable upon exercise which includes a fraction, at the Holder's
     election, this Warrant may be exercised for the next larger whole number of
     shares  or  the  Company  shall  make a cash payment equal to that fraction
     multiplied by the current market value of that share.

<PAGE>

          (l)  COMPANY-HELD STOCK. For purposes of Section 5(a) above, shares of
     Common  Stock owned or held at any relevant time by, or for the account of,
     the  Company  in  its  treasury  or  otherwise,  shall  not be deemed to be
     outstanding  for  purposes  of  the  calculation  and adjustments described
     therein.

     6. NOTICE TO THE HOLDER.

          (a) If, prior to the expiration of this Warrant either by its terms or
     by exercise in full, any of the following shall occur:

               (i)  The  Company shall declare a dividend or authorize any other
          distribution  on  its  Common  Stock,  including  those  of  the  type
          identified  in  Section  5(a) hereof; (ii) the Company shall authorize
          the  granting  to  the  shareholders  of its Common Stock of rights to
          subscribe  for or purchase any securities or any other similar rights;
          (iii)  any  reclassification,  reorganization or similar change of the
          Common Stock, or any consolidation or merger to which the Company is a
          party,  or  the  sale,  lease,  pledge,  mortgage,  exchange, or other
          conveyance  of  all or substantially all of the assets of the Company;
          (iv)  the voluntary or involuntary dissolution, liquidation or winding
          up  of  the  Company; or (v) any purchase, retirement or redemption by
          the  Company  of  its  Common  Stock;  then, and in any such case, the
          Company shall deliver to the Holder written notice thereof at least 30
          days  prior  to  the  earliest  applicable  date  specified below with
          respect  to  which notice is to be given, which notice shall state the
          following:  (x)  the  date  on  which  a record is to be taken for the
          purpose  of  such dividend, distribution or rights, or, if a record is
          not to be taken, the date as of which the shareholders of Common Stock
          of  record to be entitled to such dividend, distribution or rights are
          to  be  determined;  (y)  the  date  on  which  such reclassification,
          reorganization,  consolidation, merger, sale, lease, pledge, mortgage,
          exchange,  transfer, dissolution, liquidation, winding up or purchase,
          retirement  or  redemption  is  expected  to become effective, and the
          date,  if  any, as of which the Company's shareholders of Common Stock
          of  record  shall  be  entitled  to  exchange  their  Common Stock for
          securities  or  other property deliverable upon such reclassification,
          reorganization,  consolidation, merger, sale, lease, pledge, mortgage,
          exchange,  transfer,  dissolution,  liquidation, winding up, purchase,
          retirement  or  redemption;  and (z) if any matters referred to in the
          foregoing  clauses (x) and (y) are to be voted upon by shareholders of
          Common  Stock,  the date as of which those shareholders to be entitled
          to vote are to be determined.

          (b)  Upon  the  happening  of  an  event  requiring  adjustment of the
     Purchase  Price or the kind or amount of securities or property purchasable
     hereunder,  the  Company  shall  forthwith  give notice to the Holder which
     indicates  the  event requiring the adjustment, the adjusted Purchase Price
     and  the adjusted number of Warrant Shares that may be acquired or the kind
     and  amount of any such securities or property so purchasable upon exercise
     of this Warrant, as the case may be, and setting forth in reasonable detail
     the  method  of  calculation  and  the facts upon which such calculation is
     based.  The  Company's  independent  public  accountant shall determine the
     method  of  calculating  the  adjustment  and  shall  prepare a certificate
     setting  forth such calculations, the reason for the methodology chosen and
     the  facts  upon  which  the  calculation  is based. Such certificate shall
     accompany  the notice to be provided to the Holder pursuant to this Section
     6(b).

<PAGE>

     7. TRANSFER TO COMPLY WITH THE SECURITIES ACT.

          (a)  This  Warrant and the Warrant Shares or any other security issued
     or issuable upon exercise of this Warrant may not be offered or sold except
     in  compliance with the Securities Act of 1933, as amended (the "SECURITIES
     ACT").                                                           ----------


          (b)  The Company may cause the following legend, or its equivalent, to
     be  set  forth  on each certificate representing the Warrant Shares, or any
     other  security  issued  or  issuable  upon  exercise  of this Warrant, not
     theretofore  distributed  to the public or sold to underwriters, as defined
     by  the  Securities Act, for distribution to the public pursuant to Section
     7(d) below:


     "The  shares  represented  by  this  Certificate  may  not  be  offered for
     sale,  sold  or  otherwise  transferred  except  pursuant  to  an effective
     registration  statement  under  the Securities Act of 1933 (the "Securities
     Act")  or  pursuant  to an exemption from registration under the Securities
     Act,  the availability of which is to be established to the satisfaction of
     the Company."

<PAGE>

          (c)  The  Holder  agrees that, prior to the disposition of any Warrant
     Shares  acquired  upon  the  exercise hereof under circumstances that might
     require  registration  of  such  Warrant Shares or other security issued or
     issuable  upon  exercise  of  this Warrant under the Securities Act, or any
     similar  federal  or state statute, the Holder shall give written notice to
     the  Company,  expressing his intention as to the disposition to be made of
     such  Warrant  Shares or other security issued or issuable upon exercise of
     this  Warrant; except, that such notice shall not be required for a sale of
     the  Warrant  Shares  or other security issued or issuable upon exercise of
     this  Warrant  made  pursuant  to  the requirements of Rule 144 promulgated
     under  the Securities Act. Promptly upon receiving such notice, the Company
     shall  present  copies  thereof  to  its counsel. If, in the opinion of the
     Holder's  counsel the proposed disposition does not require registration of
     the  Warrant  Shares  or  any  other  security  issuable or issued upon the
     exercise  of  this Warrant under the Securities Act, or any similar federal
     or state statute, the Company shall, as promptly as practicable, notify the
     Holder  of  such opinion, whereupon the Holder shall be entitled to dispose
     of such Warrant Shares issuable or issued upon the exercise thereof, all in
     accordance  with  the  terms  of  the notice delivered by the Holder to the
     Company.

     8.  BEST  EFFORTS.  The Company covenants that it will not, by amendment of
its Articles of Incorporation or bylaws, or through any reorganization, transfer
of  assets,  consolidation, merger, dissolution, issue or sale of securities, or
any  other  voluntary  action,  avoid  or  seek  to  avoid  the  observation  or
performance  of  any of the terms of this Warrant, but will at all times in good
faith  assist in carrying out all those terms and in taking all action necessary
or appropriate to protect the rights of the Holder.

     9.  FURTHER  ASSURANCES.  The  Company  will take all such action as may be
necessary or appropriate in order that the Company may validly and legally issue
fully  paid  and  nonassessable  Warrant  Shares  or  other  securities upon the
exercise of all Warrants from time to time outstanding.

     10.  NOTICES.  All  notices,  demands,  requests,  certificates  or  other
communications  by  the  Company  to the Holder and by the Holder to the Company
shall  be  in  writing  and  shall  be  deemed to have been delivered, given and
received  when  personally given or on the third calendar day after it is mailed
by registered or certified mail to the Holder, postage pre-paid and addressed to
the  Holder  at his last registered address or, if the Holder has designated any
other  address  by notice in writing to the Company, to such other address; and,
if  to  the Company, addressed to it at that address appearing on page 1 of this
Warrant. The Company may change its address for purposes of service of notice by
written  notice  to the Holder at the address provided above, and the Holder may
change his address by written notice to the Company.

     11.  APPLICABLE  LAW.  This  Warrant shall be governed by, and construed in
accordance with, the laws of the State of Nevada.

     12.  SURVIVAL.  The various rights and obligations of the Holder and of the
Company  set  forth  herein  shall  survive  the  exercise and surrender of this
Warrant.

<PAGE>

     13.  NO AMENDMENTS OR MODIFICATIONS. Neither this Warrant nor any provision
hereof  may  be  amended, modified, waived or terminated except upon the written
consent of the Company and the Holder of this Warrant.

     14.  DESCRIPTIVE HEADINGS. The descriptive headings of the several Sections
of  this  Warrant are inserted for convenience only and do not constitute a part
of this Warrant.


                      AMERICAN  LEISURE  HOLDINGS,  INC.


                      By: /s/ Malcolm J. Wright
                         -------------------------------
                      Name: Malcolm J. Wright
                           -----------------------------
                      Title: Chief Executive Officer
                            ----------------------------
                      Dated: 12/28/05
                            ----------------------------

<PAGE>

                         AMERICAN LEISURE HOLDINGS, INC.

                                 EXERCISE NOTICE
                                 ---------------

     The undersigned hereby irrevocably elects (A) to exercise the Warrant dated
October   , 2004 (the "WARRANT"), pursuant to the provisions of Section 1 of the
       ---
Warrant, to the extent of purchasing                        shares of the common
                                    ------------------------
stock,  par  value  $0.001  per  share (the "COMMON STOCK"), of American Leisure
Holdings,  Inc.  and hereby makes a payment of $         in payment therefor, or
                                                ---------
(B)  to exercise the Warrant to the extent of purchasing           shares of the
                                                        -----------
Common  Stock,  pursuant  to  the  provisions of Section 1(c) of the Warrant. In
exercising the Warrant, the undersigned hereby confirms that the Common Stock to
be  issued hereunder is being acquired for investment and not with a view to the
distribution  thereof.  Please  issue a certificate or certificates representing
said shares of Common Stock in the name of the undersigned or in such other name
as is specified below. Please issue a new Warrant for the unexercised portion of
the  attached Warrant in the name of the undersigned or in such other name as is
specified below.


                                  --------------------------------
                                  Name  of  Holder

                                  --------------------------------
                                  Signature  of  Holder
                                  or  Authorized  Representative

                                  --------------------------------
                                  Signature,  if  jointly  held

                                  --------------------------------
                                  Name  and  Title  of  Authorized
                                  Representative

                                  --------------------------------

                                  --------------------------------
                                  Address  of  Holder

                                  --------------------------------
                                  Date

<PAGE>