Exhibit 10.11


                         IRREVOCABLE AND UNCONDITIONAL
                                    GUARANTY
                                    --------

     THIS IRREVOCABLE AND UNCONDITIONAL GUARANTY (the "Guaranty") is dated as of
December 28, 2005, and is given by MALCOLM J. WRIGHT, AMERICAN LEISURE HOLDINGS,
INC.,  a  Nevada  corporation, WEST VILLAS, INC., a Florida corporation, ORLANDO
TENNIS  VILLAGE,  INC.,  a  Florida  corporation,  and  MAINGATE TOWERS, INC., a
Florida  corporation  (individually,  collectively,  jointly  and severally, the
"Guarantor"), in favor of STANFORD INTERNATIONAL BANK, LTD., an Antiguan banking
corporation  (the  "Lender").


                              W I T N E S S E T H:
                              -------------------


     WHEREAS,  contemporaneously with the execution of this Guaranty, the Lender
has agreed to extend credit in the aggregate principal amount of $8,100,000 (the
"Loan")  to TIERRA DEL SOL RESORT, INC., a Florida corporation (the "Borrower"),
evidenced by, among other things, a credit agreement between Lender and Borrower
(the  "Credit  Agreement"),  a  Promissory  Note  in  the  principal  amount  of
$2,100,000  (the  "Note"),  letters  of credit in the aggregate stated amount of
$6,000,000  and  a  Mortgage  and  Security  Agreement  (the  "Mortgage");  and

     WHEREAS,  the  Lender  requires  as an inducement and a prerequisite to the
funding  of  the  Loan  that  the  Guarantor  deliver  this  Guaranty;  and

     WHEREAS, the Guarantor is willing to deliver this Guaranty as an inducement
to  the  Lender  to  grant  and  fund  the  Loan;

     NOW,  THEREFORE,  in  consideration  of the foregoing, the Guarantor hereby
agrees  with  the  Lender  as  follows:


                       I. REPRESENTATIONS AND WARRANTIES
                                  OF GUARANTOR

     Section 1.1 Representations and Warranties of the Guarantor.
                 -----------------------------------------------

     Each Guarantor hereby represents and warrants as of the date of delivery as
follows:

               (a)  That  the  Guarantor is subject to service of process in the
          State  of  Florida,  and  that  has  the  capacity  to enter into this
          Guaranty and to execute and deliver this Guaranty.

               (b)  The  execution  and delivery of this Guaranty and compliance
          with the terms hereof under the circumstances contemplated hereby will
          not

<PAGE>

          constitute  on  the  part  of  the  Guarantor a breach of or a default
          under  any  agreement  or other instrument to which the Guarantor is a
          party  or  any existing law, administrative regulation, court order or
          consent  decree  to which the Guarantor is subject, or by which any of
          his  properties  are bound. Lender, by acceptance of this Guaranty and
          the  granting  and  funding the Loan, agrees and acknowledges that the
          Guarantor's execution and delivery of this Guaranty and performance by
          Guarantor  hereunder  does  not  and  will  not constitute a breach or
          default  on the part of the Guarantor of any prohibition, agreement or
          covenant  related  to any other credit facility or loan by and between
          Guarantor and Lender, its affiliates or related entities.

               (c)  This  Guaranty  is  necessary  to  promote  and  further the
          business  of  the Guarantor and the assumption by the Guarantor of his
          obligations hereunder will result in direct financial benefits to each
          Guarantor  and  being  given as a material inducement to the Lender to
          extend  credit  to  the Borrower and each Guarantor is an affiliate of
          Borrower and/or will benefit from any credit extended to Borrower.

               (d)  There is no action, suit, proceeding or investigation at law
          or  in  equity or before or by any court, public board or body pending
          or, to his knowledge, threatened against or affecting the Guarantor or
          to  the  best  of  his  knowledge,  any  basis  therefor,  wherein  an
          unfavorable  decision,  ruling  or  finding would adversely affect the
          transactions contemplated by the Loan Documents (as defined in section
          2.1(b)  below),  or  which,  in  any  way,  would adversely affect the
          validity  of  the  Credit  Agreement,  the  Note  or  any  of the Loan
          Documents  or any other agreement or instrument to which the Guarantor
          is  a  party and which is used or contemplated for use in consummation
          of the transactions contemplated by the Loan Documents.

     Section 1.2 Covenants of the Guarantor.
             ------------------------------
     Until  termination  of  the  LCs  (as  defined in the Credit Agreement) and
payment of all of the New Obligations (as defined in the Credit Agreement), each
Guarantor  covenants  and  agrees:

               (a)  That he will furnish to the Lender, within 90 days after the
          end of each fiscal year, personal financial statements, including, but
          not  limited  to,  state  and  federal income tax returns, prepared by
          Guarantor,  such  financial statements to be prepared in a compilation
          or  review format, of the Guarantor's assets and liabilities in a form
          acceptable to the Lender; and

               (b) If Guarantor is a corporation, it will not, without the prior
          written consent of the Lender, directly or indirectly, transfer, sell,
          hypothecate,  grant  a  security interest in or in any way encumber or
          dispose  of  all or any part of its direct or indirect interest in the
          common  stock  in  the  Borrower; nor shall the Guarantor, without the
          prior  written  consent  of  the Lender, permit stock dividends, stock
          splits or recapitalizations of the Borrower.

<PAGE>

     II.  GUARANTY

     Section 2.1 The Guaranty.
                 -------------

               (a) Each Guarantor does hereby jointly, severally, absolutely and
          unconditionally guarantee to the Lender the full and prompt payment of
          the  principal  of, interest on, and any other amounts due pursuant to
          the  provisions  of  the  Loan Documents, whether at maturity, through
          proceedings for collection, by acceleration or otherwise.

               (b)  For  all purposes hereunder, "Loan Documents" shall mean the
          Credit  Agreement,  the  Note,  the  Mortgage, the LCs, the assignment
          contained  in  the  Mortgage  or  another  instrument  of  all  of the
          Mortgagor's  right,  title  and  interest in and to the leases and the
          rents  received  on  the  property  encumbered  thereby, and all other
          documents executed by the Borrower or Guarantor in connection with the
          Loan.

               (c)  Each  Guarantor  jointly,  severally,  absolutely  and
          unconditionally  agrees  to  pay  all reasonable expenses and charges,
          legal  or  otherwise  (including court costs and reasonable attorneys'
          fees) paid or incurred by the Lender, or its successors or assigns, in
          collecting  or attempting to collect any of the payments due hereunder
          or  enforcing  any  of the covenants hereby guaranteed or in enforcing
          any provision of this Guaranty, whether or not a suit is brought.

     Section 2.2 Guaranty Absolute and Unconditional.
                 -----------------------------------

     This  Guaranty  shall  be a continuing, absolute and unconditional guaranty
and  shall remain in full force and effect until termination of the LCs and full
payment  of  the  Note  and  all other amounts due under the Loan Documents. The
obligations  of  the  Guarantor  hereunder  shall  arise  absolutely  and
unconditionally  when  and  as  the  Loan,  or any part thereof, shall have been
funded  by  the  Lender.

     Section 2.3 Operation of Guaranty.
                 ---------------------

               (a)  This is a guaranty of payment and not of collection, and the
          Guarantor  expressly  waives  any  right to require that any action be
          brought  against  the  Borrower, or any other guarantor of Borrower or
          the  Loan,  or  to  require  that  resort  be had to any security. The
          obligations  of  each  Guarantor  hereunder  are  independent  of  any
          obligation  of  the Borrower, in the event of any default hereunder; a
          separate  action  or actions may be brought and prosecuted against any
          Guarantor  whether  or  not  the  Guarantor  is  the  alter ego of the
          Borrower or any other guarantor.

               (b)  If  the Borrower shall default in full and prompt payment of
          the  principal  of  or  interest  or fees under the Note or the Credit
          Agreement,  or  any  other amounts due pursuant to the Loan Documents,
          when  and  as  the same shall become due, whether at maturity, through
          proceedings  for collection, by acceleration or otherwise, and whether
          on  account  of  the  failure  of  the  Borrower  to make such payment
          pursuant  to  the  Note  or  the  Credit  Agreement  or otherwise, the
          Guarantor,  within  three  days  after  demand  by the Lender, without
          notice  other  than  such  demand and without the necessity of further
          action  by  the  Lender,  will  promptly and fully make such payments;
          provided,  however,  that  no such demand shall be effective until the
          third business day after such default shall occur.

<PAGE>

               (c)  All  payments by the Guarantor shall be made in any currency
          of  the  United  States  of  America  which on the respective dates of
          payment  thereof is legal tender for the payment of public and private
          debts. Each default in payment of the principal of or interest or fees
          or  other  charges  on  the  Note,  the  Credit Agreement or any other
          obligations  of  the Borrower under the Loan Documents shall give rise
          to  a  separate  cause  of action hereunder, and separate suits may be
          brought hereunder as each cause of action arises.

     Section 2.4 Obligations of Guarantor - Absolute and Unconditional.
                 -----------------------------------------------------

     The  obligations  of  each  Guarantor  hereunder  shall  be joint, several,
absolute  and  unconditional  and  shall  not be impaired, modified, released or
limited by any occurrence or condition whatsoever, including, without limitation
(a)  any compromise, settlement, release, waiver, renewal, extension, indulgence
or  modification  of  or change in any way of the obligations and liabilities of
the  Borrower  contained  in  the  Note, the Credit Agreement or any of the Loan
Documents,  (b)  any  impairment,  modification,  release  or  limitation of the
liability  of  the  Borrower  or their assets, or any other security for the due
performance  of  the  Borrower's  obligations  under  the  Loan  Documents,   in
bankruptcy  or  in dissolution, or any remedy for enforcement thereof, resulting
from  the operation of any present or future provision of the Federal Bankruptcy
Code,  as  amended  or  other statute or from the decision of any court, (c) the
assertion  or  exercise  by  the Lender of any rights or remedies under any Loan
Documents  or  its  delay in or failure to assert or exercise any such rights or
remedies,  (d)  the  assignment  or  mortgaging  or  the purported assignment or
mortgaging  of  any  property  or  rights as security for the Note or the Credit
Agreement,  including  all  or  any  part  of  the rights of the Borrower in the
property,  (e)  the  extension  of  the  time for payment by the Borrower of the
principal  of, or interest on, the Note or the Credit Agreement or other sums or
any  part  thereof owing or payable under any of the terms and provisions of the
Loan  Documents  or  the  extension  or any renewal of any part thereof, (f) the
modification  or  amendment of any duty, agreement or obligation of the Borrower
set  forth  in  any  of  the  Loan  Documents,  (g) the voluntary or involuntary
liquidation,  dissolution, sale or other disposition of all or substantially all
of  the assets, marshalling of assets and liabilities, receivership, insolvency,
bankruptcy,   assignment   for   the  benefit  of   creditors,   reorganization,
arrangement,  composition  or  readjustment  of,  or  other  similar proceedings
affecting,  the  Guarantor  or  any  of its assets, or the disaffirmance of this
proceeding,  (h)  the release or discharge of the Guarantor from the performance
or  observance of any agreement, covenant, term or condition contained in any of
such  instruments  by  operation  of  law, (i) the receipt and acceptance by the
Lender  of  drafts, checks or other instruments for the payment thereof, (j) the
unenforceability of any of the Loan Documents, (k) the failure to give notice to
the  Guarantor  of  the  occurrence  of  a  default under the Note or the Credit
Agreement, any Loan Document or this Guaranty, (1) the mortgage, pledge or other
transfer  or  conveyance  for  security  or  sale, transfer, assignment or other
disposition  by the Borrower of all or any portion of their respective interests
in  the  property secured by the Mortgage regardless of whether such transaction
would  have  the  effect  of  relieving the Borrower of liability under the Loan
Documents,  or (m) the impossibility or illegality of performance on the part of
the  Borrower  of  any  of  its obligations under or in connection with the Loan
Documents.

<PAGE>

     Section 2.5 Waiver of Notice.
                 ----------------

     The  Guarantor  unconditionally  waives  (a)  notice  of any of the matters
referred  to  in  Section  2.4 hereof and (b) any demand (except as specified in
Section  2.3  hereof),  proof  or  notice  of  nonpayment of the principal of or
interest  or  other fees or charges on the Note or the Credit Agreement or other
payments  of  money required by the Loan Documents or of default by the Borrower
in performing and keeping any other covenants, conditions or agreements required
of Borrower under any of the Loan Documents.

     Section 2.6 No Right of Set-Off.
                 -------------------

     No  act  of commission or omission of any kind or at any time upon the part
of the Lender, or its successors or assigns, in respect of any matter whatsoever
shall in any way affect or impair the rights of the Lender to enforce any right,
power  or  benefit  of  the  Lender  under this Guaranty, and no set-off, claim,
reduction  or  diminution of any obligation or any defense of any kind or nature
which  the  Guarantor  has  or  may have against the Lender, or any successor or
assignee, shall be available to the Guarantor or against the Lender, or any such
successor  or  assignee,  in  any  suit or action brought by the Lender, or such
successors  or  assigns,  to  enforce  any  right,  power  or benefit under this
Guaranty.  Nothing  in  this  Guaranty  shall  be  construed  as a waiver by the
Guarantor  of  any  rights  or  claims it may have against the Lender under this
Guaranty or otherwise, but any recovery upon such rights and claims shall be had
from  the  Lender  separately,  it  being  the  intent of this Guaranty that the
Guarantor shall be unconditionally and absolutely obligated to perform fully all
of its obligations, agreements and covenants hereunder.

     Section 2.7 Subrogation.
                 -----------

     The  Guarantor  shall,  to the extent of any payment made by it pursuant to
this  Guaranty, be subrogated to all rights of the Lender as to all payments and
damages  payable  by  the Borrower with respect to which such payments have been
made  by the Guarantor, but until payment of the Note and all other sums due and
owing  by Borrower under the Credit Agreement and the other Loan Documents shall
have been made and the LCs shall have been terminated, such right of subrogation
on  the part of the Guarantor shall be in all respects subordinate to all rights
and  claims  of  the  Lender for all other payments or damages which shall be or
become  due  and  payable  by the Borrower under the provisions of the Note, the
Credit Agreement and the Loan Documents.


                                  III. DEFAULT

     Section 3.1 Events of Default.
                 ----------------

     The  following  shall  be  events  of  default  hereunder:

               (a)  Failure  by the Guarantor to make any payment required to be
          made under this Guaranty.

<PAGE>

               (b)  After  notice  shall  have  been  given by the Lender to the
          Guarantor,  failure  by  the  Guarantor  to  observe  and  perform any
          obligation, covenant or performance on Guarantor's part to be observed
          or  performed  under this Guaranty other than for the payment of money
          and the continuation of such failure for a period of three days.

               (c)  Failure  by  the  Guarantor  to  satisfy  any final judgment
          against  the  Guarantor  for the payment of money within 30 days after
          entry  thereof  if,  at  the end of such 30 day period, there shall be
          undischarged  any final judgment which shall alone or in the aggregate
          exceed  $25,000  Dollars  (a  judgment  shall  not  be  deemed a final
          judgment  if  any appeal or further proceedings relating thereto shall
          be  pending  and  a supersedeas bond shall have been posted, or if the
          time  within which any party may seek an appeal or further proceedings
          shall not have expired).

               (d)  The  entry of a decree or order for relief by a court having
          jurisdiction  in  the  premises  in  respect  of  the Guarantor in any
          involuntary  case  under  the  federal  bankruptcy  laws,  as  now  or
          hereafter  constituted,  or  any  other  applicable  federal  or state
          bankruptcy, insolvency or other similar law, or appointing a receiver,
          liquidator,  assignee,  custodian,  trustee,  sequestrator (or similar
          official)  of the Guarantor or for any substantial part of Guarantor's
          property,  or  ordering  the  winding up or liquidation of Guarantor's
          affairs  and such decree or order continues unstayed and in effect for
          a period of 60 consecutive days.

               (e)  The  commencement by the Guarantor of a voluntary case under
          the  federal bankruptcy laws, as now constituted or hereafter amended,
          or  any  other  applicable  federal or state bankruptcy, insolvency or
          other  similar  law,  or  the  consent to the appointment of or taking
          possession   by   a   receiver,   liquidator,   assignee,   custodian,
          sequestrator  (or  other similar official) of the Guarantor or for any
          substantial  part  of Guarantor's property, or the making by Guarantor
          of  any  assignment  for  the  benefit  of creditors, or the taking of
          action by the Guarantor to authorize or effect any of the foregoing.

               (f)  Failure  by  any  Guarantor  to  pay  when due or within any
          applicable  grace  period, any amount owing on account of indebtedness
          for  money  borrowed  or  for  deferred  purchases of property, or the
          failure by Guarantor to observe or perform any covenant or undertaking
          on  its  part to be observed or performed in any agreement evidencing,
          securing  or  relating  to  such  indebtedness, resulting, in any such
          case,  in  an  event  of default or acceleration by the holder of such
          indebtedness.

               (g)  Any  report,  certificate,  financial  statement  or  other
          instrument  furnished  to  the  Lender  by the Guarantor in connection
          herewith  or  any of the representations of the Guarantor contained in
          this Guaranty shall be untrue or incorrect in any material respect.

     Section 3.2 Remedies Upon Default.
                 --------------------

     Upon  the  occurrence  of  any  event of default, the Lender may proceed to
enforce  this  Guaranty  and the provisions hereof by any proper suit, action or
proceeding,  at  law  or  in  equity.

<PAGE>

                             IV. GENERAL PROVISIONS

     Section  4.1     Successors  and  Assigns.
                      ------------------------

     This  Guaranty  shall be binding upon the Guarantor, and Guarantor's heirs,
personal  representatives,  successors  and  assigns, and all rights against the
Guarantor  arising  under  this  Guaranty  shall  be for the sole benefit of the
Lender, and its respective successors and assigns, all of whom shall be entitled
to  enforce performance and observance of this Guaranty to the same extent as if
they were parties hereto.

     Section 4.2 Remedies.
                 --------

     The  Lender  shall  be  entitled  to  bring  any suit, action or proceeding
against  the  Guarantor  for  the  enforcement of any provision of this Guaranty
without exhausting any other remedies which it may have pursuant to the terms of
the  Note,  the  Credit Agreement or any Loan Document and without resort to any
other security held by or available to the Lender.  The remedies herein provided
are  cumulative  and  are  not  exclusive  of  any  remedies  provided  by  law.


     Section 4.3 Notices.
                 -------

     All  notices  and demands given or required to be given by any party hereto
to any other party shall be in writing and shall be deemed to have been properly
given  and  received  for  all  purposes  if delivered in person, sent by telex,
telegram  or telecopier or delivery by same day or overnight courier service, or
three  business days after having been deposited in any post office, branch post
office,  or  mail  depository  maintained by the U.S. Postal Service and sent by
registered  or  certified  mail,  return  receipt  requested,  postage  prepaid,
addressed  as  follows (or sent to such other address as any party shall specify
to  the  other  party  pursuant  to  the  provisions  of  this  Section):

     If  to  Guarantor:          Malcolm  J.  Wright
                                 2701  Spivey  Lane
                                 Orlando,  Florida  32837

                                 American  Leisure  Holdings,  Inc.
                                 2701  Spivey  Lane
                                 Orlando,  Florida  32837
                                 Attention:  Malcolm  Wright,  Chairman

                                 West  Villas,  Inc.
                                 520  Brickell  Key  Drive
                                 Suite  0-305
                                 Miami,  Florida  33131
                                 Attention:  Steven  Parker,  Vice-President

<PAGE>

                                 Maingate  Towers,  Inc.
                                 520  Brickell  Key  Drive
                                 Suite  0-305
                                 Miami,  Florida  33131
                                 Attention:  Steven  Parker,  Vice-President

                                 Orlando  Tennis  Village,  Inc.
                                 520  Brickell  Key  Drive
                                 Suite  0-305
                                 Miami,  Florida  33131
                                 Attention:  Steven  Parker,  Vice-President


     If  to  Lender:             Stanford  International  Bank,  Ltd.
                                 6075  Poplar  Avenue,  Suite  300
                                 Memphis,  TN  38119
                                 Attention:  James  M.  Davis,  CFO


     Section 4.4 Amendments.
                 ----------

     No  modification, amendment or waiver of any provision of this Guaranty nor
consent  to  any  departure  by  the  Guarantor  therefrom shall in any event be
effective  unless the same shall be in writing and signed by the Lender and such
waiver  or  consent shall be effective only in the specific instance and for the
purpose  for  which  given.  No notice to or demand on the Guarantor in any case
shall  entitle  the  Guarantor  to  any other or further notice or demand in the
same, similar or other circumstances.

     Section 4.5 Discharge of Guarantor.
                 ---------------------

     Upon  termination  of the LCs and payment in full of the Note and all other
amounts  due  under  the  Credit  Agreement  and  under  Section 2.1 hereof, all
liability  of  the  Guarantor  hereunder  shall  cease and be discharged and the
Lender  shall  execute  and  deliver  to  the  Guarantor  as the Guarantor shall
reasonably  request,  an  appropriate  instrument  or  instruments  in  writing
evidencing  the  release  and  discharge  of the Guarantor from any and all such
further liability under this Guaranty.

     Section 4.6 Effect of Delay and Waivers.
                 ---------------------------

     No  delay  or  omission  to  exercise  any right or power accruing upon any
default,  omission  or  failure  of  performance hereunder shall impair any such
right  or power or shall be construed to be a waiver thereof, but any such right
and  power  may  be  exercised  from  time to time and as often as may be deemed
expedient.  In  order  to  entitle  the  Lender  to  exercise  any remedy now or
hereafter  existing at law or in equity or by statute, it shall not be necessary
to  give any notice, other than such notice as may he herein expressly required.

<PAGE>

In  the event any provision contained in this Guaranty should be breached by any
party  and thereafter waived by the other party so empowered to act, such waiver
shall  be  limited  to  the  particular  breach hereunder. No waiver, amendment,
release or modification of this Guaranty shall be established by conduct, custom
or  course  of  dealing, but solely by an instrument in writing duly executed by
the parties thereunto duly authorized by this Guaranty.

     Section 4.7 Counterparts.
                 ------------

     This  Guaranty may be executed simultaneously in several counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

     Section 4.8 Severability.
                 ------------

     The  invalidity  or unenforceability of any one or more phrases, sentences,
clauses  or sections contained in this Guaranty shall not affect the validity or
enforceability of the remaining portions of this Guaranty, or any part thereof.

     Section 4.9 Governing Law and Jurisdiction.
                 ------------------------------

     This  Guaranty  shall  be  governed by and construed in accordance with the
laws of the State of Florida.

     Section 4.10 Jurisdiction; Notice and Service of Process; Waiver.
                  --------------------------------------------------

     Each  Guarantor  hereby  irrevocably:  (a)  agrees that any suit, action or
other legal proceeding arising out of this Guaranty may be brought in Miami-Dade
County,  Florida  in  the  courts  of  the State of Florida or the courts of the
United States for the State of Florida; (b) consents to the jurisdiction of each
such  court  in  any  such  suit, action or proceeding; (c) waives any objection
which  they  may  have  to  laying  of  the  venue  of  any such suit, action or
proceeding  in  any  of such courts and (d) waives the right to trial by jury of
any claim, counterclaim or other matter in any suit, action, or other proceeding
arising  from  or  in any way connected with this Guaranty or the Loan Documents
and  waives the right to bring any counterclaims, cross-claims or other actions,
other  than  those  which  are considered compulsory by the laws of the State of
Florida  and  Florida  Rules  of  Civil  Procedure  in any suit, action or other
proceeding  arising  from or in any way connected with this Guaranty or the Loan
Documents.  For such time as the Guarantor's obligations under Section 2 of this
Guaranty  shall  not  have  been  satisfied or discharged in full, the Guarantor
irrevocably  agrees  and consents that any service of process made by registered
or  certified  mail  to the address provided in Section 4.3 hereof or such other
address  as may be furnished by the Guarantor to the Lender in writing, shall be
taken  and  held  to  be valid personal service upon Guarantor and that any such
service  of  process was made upon Guarantor according to the laws governing the
validity  and  requirements  of such service in such state, and Guarantor waives
all claim of error by reason of any such service.

<PAGE>

     Section 4.11 Survival of Representations, Etc.
                  --------------------------------

     All covenants agreements, representations and warranties made herein and in
the  certificates  delivered  pursuant  hereto  shall  survive the making by the
Lender of the Loan secured by this Guaranty and shall continue in full force and
effect so long as discharge has not occurred pursuant to section 4.5.

     Section 4.12 Gender and Number.
                  ----------------

     Wherever  the  context so requires, the use of any gender shall include all
other genders, and words in the singular shall include the plural and the plural
shall include the singular.

     Section 4.13 Headings.
                  --------

     Article  and  Section  headings  in  this  Guaranty are included herein for
convenience  of  reference  only  and shall not constitute a part hereof for any
purpose.

                            [Signature page follows]

<PAGE>

     IN  WITNESS  WHEREOF, the Guarantor has caused this Guaranty to be executed
as  of  the  date  first  above  written.

                                   GUARANTOR:

                                   /s/ Malcolm J. Wright
                                   -----------------------------------
                                   Malcolm  J.  Wright



                                   AMERICAN  LEISURE  HOLDINGS,  INC.,
                                   a  Nevada  corporation


                                   By: /s/ Malcolm J. Wright
                                      ---------------------------------
                                   Malcolm  J.  Wright,  its  President


                                   WEST  VILLAS,  INC.,
                                   a  Florida  corporation


                                   By: /s/ Steven Parker
                                      ---------------------------------
                                   Steven  Parker,  its  Vice-President


                                   MAINGATE  TOWERS,  INC.,
                                   a  Florida  corporation


                                   By: /s/ Steven Parker
                                      ---------------------------------
                                   Steven  Parker,  its  Vice-President


                                   ORLANDO  TENNIS  VILLAGE,  INC.,
                                   a  Florida  corporation


                                   By: /s/ Steven Parker
                                      ---------------------------------
                                   Steven  Parker,  its  Vice-President

<PAGE>

STATE  OF  FLORIDA          )
                            )SS
COUNTY  OF ORANGE           )


     I  HEREBY  CERTIFY that the foregoing instrument was acknowledged before me
this    day  of December, 2005, by Malcolm J. Wright, who is personally known to
    ----
me or has produced a driver's license issued by the Department of Highway Safety
and Motor Vehicles as identification and did [did not] take an oath.


                                          /s/ Jeremy Holt
                                          -----------------------------------
                                          Print  Name:
                                          NOTARY  PUBLIC,  State  of  Florida
                                          Serial  No:
                                          My  Commission  Expires:


STATE  OF  FLORIDA          )
                            )SS
COUNTY  OF ORANGE           )


     I  HEREBY  CERTIFY that the foregoing instrument was acknowledged before me
this    day  of  December,  2005, by Malcolm J. Wright, as President of American
    ----
Leisure  Holdings,  Inc., a Nevada corporation, on behalf of the corporation who
is  personally  known  to  me  or has produced a driver's licenses issued by the
Department  of  Highway Safety and Motor Vehicles as identification and did [did
not] take an oath.

                                      /s/ Jeremy Holt
                                      -----------------------------------
                                      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 28 day  of  December,  2005,  by  Steven  Parker, as Vice-President of West
    ----
Villas,  Inc.,  a  Florida  corporation,  on  behalf  of  the corporation who is
personally  known  to  me  or  has  produced  a  driver's licenses issued by the
Department  of  Highway Safety and Motor Vehicles as identification and did [did
not] take an oath.

                                      /s/ Jeremy Holt
                                      -----------------------------------
                                      Print  Name:
                                      NOTARY  PUBLIC,  State  of  Florida
                                      Serial  No:
                                      My  Commission  Expires:


STATE  OF  FLORIDA          )
                            )SS
COUNTY  OF  MIAMI-DADE      )

     I  HEREBY  CERTIFY that the foregoing instrument was acknowledged before me
this 28 day  of  December, 2005, by Steven Parker, as Vice-President of Maingate
    ----
Towers,  Inc.,  a  Florida  corporation,  on  behalf  of  the corporation who is
personally  known  to  me  or  has  produced  a  driver's licenses issued by the
Department  of  Highway Safety and Motor Vehicles as identification and did [did
not] take an oath.

                                      /s/ Jeremy Holt
                                      -----------------------------------
                                      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    day  of  December,  2005, by Steven Parker, as Vice-President of Orlando
    ----
Tennis Village, Inc., a Florida corporation, on behalf of the corporation who is
personally  known  to  me  or  has  produced  a  driver's licenses issued by the
Department  of  Highway Safety and Motor Vehicles as identification and did [did
not] take an oath.

                                       /s/ Jeremy Holt
                                      -----------------------------------
                                      Print  Name:
                                      NOTARY  PUBLIC,  State  of  Florida
                                      Serial  No:
                                      My  Commission  Expires:

<PAGE>