Exhibit 10.2



                             ASSIGNMENT OF INTEREST
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     THIS  ASSIGNMENT (the "Assignment") is made as of the 27th day of December,
2005  by  STANFORD  FINANCIAL  GROUP,  COMPANY,  a  Florida  corporation  (the
"Assignor"),  in  favor  of  AMERICAN  LEISURE  REEDY  CREEK,  INC.,  a  Florida
corporation (the "Assignee").

                                R E C I T A L S:

     A.  Assignee,  Assignor  and American Leisure Holdings, Inc. ("AMLH"), have
entered  in  to a certain Option Agreement dated as of July 8, 2005( the "Option
Agreement"),  pursuant  to which the Assignor has granted the Assignee an option
(the  "Option")  to  acquire  all of the Assignor's right, title and interest in
Reedy  Creek  Acquisition Company, LLC, a Florida limited liability company (the
"Company"),  consisting  of  a  99%  membership  interest  in  the  Company (the
"Interest").

     B. Assignee, Assignor and AMLH have entered in to a certain Option Exercise
Agreement  dated  as  of  December  27, 2005 ( the "Option Exercise Agreement"),
pursuant to which the Assignee has exercised the Option.

     C.  Pursuant  to  the terms of the Option Agreement and the Option Exercise
Agreement, Assignor has agreed to assign to Assignee, and Assignee has agreed to
acquire from Assignor, the Interest, as more fully set forth in this Assignment.

     NOW,  THEREFORE,  in consideration of the foregoing premises and other good
and  valuable  consideration,  the  receipt  and sufficiency of which are hereby
acknowledged, Assignor hereby agrees as follows:

     1.  Capitalized  Terms.  All capitalized terms utilized in this Assignment,
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unless  otherwise  expressly defined herein, shall have the meanings ascribed to
them in the Option Exercise Agreement.

     2. Assignment of the Interest. Assignor hereby assigns, trans-fers, conveys
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and  sets  over  unto  Assignee  and  Assignee's  successors and assigns, all of
Assignor's  right,  title and interest in and to the Interest, free and clear of
all Liens.

     3.  Further  Assurances.  Assignor  agrees  that it will, at the request of
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Assignee,  at  any  time and from time to time after the date hereof and without
further  consideration,  duly  execute  and  deliver  or  will cause to be done,
executed,  acknowledged  and  delivered,  all  such  further  acts, assignments,
transfers,  conveyances,  and powers of attorney, as may be reasonably requested
by  Assignee,  its  successors  and  assigns,  to be necessary or proper for the
better  assigning, transferring, granting, conveying, assuring and confirming to
Assignee ownership of the Interest.

     4.  Governing  Law.  This  Assignment shall be governed by and construed in
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accordance with the laws of the State of Florida.

     5. Binding Effect. The provisions of this Assignment shall extend to, bind,
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and inure to the benefit of, Assignee and its legal representatives, successors,
and assigns.

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     IN WITNESS WHEREOF, Assignor has executed this Assignment as of the day and
year  first  above  written.



                                 ASSIGNOR:

                                 STANFORD  FINANCIAL  GROUP  COMPANY

                                 By:/s/ James M. Davis
                                    --------------------------------

                                 Its: CFO

                                 Name: James M. Davis

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