AMERICAN LEISURE HOLDINGS, INC.
                              A Nevada Corporation

                          REGISTRATION RIGHTS AGREEMENT


         THIS REGISTRATION  RIGHTS AGREEMENT,  dated as of January 29, 2003 (the
"Agreement"),  is entered into by and among American Leisure  Holdings,  Inc., a
Nevada corporation (the "Company"),  and Stanford Venture Capital Holdings, Inc.
a  Delaware  corporation  and its  successors  and  assigns  (the  "Investors").
Capitalized terms not defined herein shall have the meanings ascribed to them in
the Securities Purchase Agreement (as hereinafter defined).


         WHEREAS,  simultaneously  with  the  execution  and  delivery  of  this
Agreement, the Investors are agreeing to purchase from the Company,  pursuant to
the  Securities  Purchase  Agreement  dated  as of even  date  (the  "Securities
Purchase  Agreement")  23,850 shares of the 4% Series C  Convertible  Redeemable
Preferred  Stock of the  Company,  par  value  $0.01 per  share  (the  "Series C
Preferred  Stock") and 100,000 shares of its Common Stock,  par value $0.001 per
share (the "Purchased Common Stock"); and

         WHEREAS, the Company desires to grant to the Investors the registration
rights set forth herein with respect to the shares of Common Stock issuable upon
conversion of the Series C Preferred Stock (the  "Conversion  Shares"),  and the
shares of Common Stock issued as a dividend or other  distribution  with respect
to the  Conversion  Shares and the  Purchased  Common  Stock (the  "Distribution
Shares") (all the shares of the Series C Preferred  Stock,  the Purchased Common
Stock,  the Conversion  Shares,  and the Distribution  Shares,  collectively and
interchangeably, are referred to herein as the "Securities").

         NOW, THEREFORE, the parties hereto mutually agree as follows:

     1.   CERTAIN DEFINITIONS

         As used herein the term  "Registrable  Security"  means the  Conversion
Shares,  the Purchased Common Stock and the Distribution  Shares,  until (i) the
Registration  Statement (as defined  below) has been  declared  effective by the
Securities and Exchange Commission (the  "Commission"),  and all Securities have
been disposed of pursuant to the  Registration  Statement,  (ii) all  Securities
have been sold under circumstances under which all of the applicable  conditions
of Rule 144 ("Rule  144") (or any  similar  provision  then in force)  under the
Securities Act of 1933, as amended (the "Securities Act") are met, or (iii) such
time as, in the opinion of counsel to the Company reasonably satisfactory to the
Investors  and upon  delivery to the  Investors of such  executed  opinion,  all
Securities may be sold without any time, volume or manner  limitations  pursuant
to Rule 144 (or any  similar  provision  then in  effect).  In the  event of any
merger,  reorganization,  consolidation,  recapitalization  or other  change  in
corporate  structure affecting the Common Stock, such adjustment shall be deemed
to be made in the  definition of  "Registrable  Security" as is  appropriate  in
order to prevent any dilution or enlargement  of the rights granted  pursuant to
this  Agreement.  As used herein the term  "Holder"  means any Person  owning or

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having the right to acquire  Registrable  Securities or any assignee  thereof in
accordance  with Section 10 hereof.  As used herein "Trading Day" shall mean any
business  day on which the market on which the Common  Stock  trades is open for
business.

     2.   RESTRICTIONS ON TRANSFER

         Each of the Investors  acknowledges  and understands  that prior to the
registration  of  the  Securities  as  provided   herein,   the  Securities  are
"restricted   securities"  as  defined  in  Rule  144.  Each  of  the  Investors
understands that no disposition or transfer of the Securities may be made by any
of the  Investors in the absence of (i) an opinion of counsel to such  Investor,
in form and substance reasonably satisfactory to the Company, that such transfer
may  be  made  without  registration  under  the  Securities  Act or  (ii)  such
registration.

     3.   COMPLIANCE WITH REPORTING REQUIREMENTS

         With a view to making  available to the  Investors the benefits of Rule
144 or any other similar rule or regulation  of the  Commission  that may at any
time permit the holders of the  Securities to sell  securities of the Company to
the public pursuant to Rule 144, the Company agrees to:

               (a) comply with the provisions of paragraph (c)(1) of Rule 144;

               (b) file with the  Commission  in a timely manner all reports and
other documents required to be filed with the Commission  pursuant to Section 13
or 15(d)  under the  Securities  Exchange  Act of 1934 (the  "Exchange  Act") by
companies  subject  to either of such  sections,  irrespective  of  whether  the
Company is then subject to such reporting requirements; and

               (c) Upon request by any Holder or the Company's  transfer  agent,
the  Company  shall  provide an  opinion  of  counsel,  which  opinion  shall be
reasonably  acceptable to the Holder and/or the Company's  transfer agent,  that
such Holder has  complied  with the  applicable  conditions  of Rule 144 (or any
similar provision then in force).

     4.   REGISTRATION RIGHTS WITH RESPECT TO THE REGISTRABLE SECURITIES


               (a) If, at any time the Company shall determine to register under
the  Securities Act  (including  pursuant to a demand of any  stockholder of the
Company exercising  registration  rights) any shares of Common Stock (other than
in connection with a merger or other business  combination  transaction that has
been consented to in writing by holders of the  Securities,  or pursuant to Form
S-8 when  such  filing  has been  consented  to in  writing  by  holders  of the
Securities),  it shall send to each Holder written notice of such  determination
and,  if within 20 days  after  receipt of such  notice,  such  Holder  shall so
request in writing, the Company shall include in such registration statement all
or any part of the  Registrable  Securities  that  such  Holder  requests  to be
registered.  Notwithstanding the foregoing,  if, in connection with any offering
involving an underwriting  of the Common Stock to be issued by the Company,  the
managing  underwriter  shall impose a limitation  on the number of shares of the
Common  Stock  included  in any such  registration  statement  because,  in such
underwriter's judgment, such limitation is necessary based on market conditions:
(a) if the registration statement is for a public offering of common stock on an

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underwritten  "firm  commitment"  basis with gross proceeds to the Company of at
least $25,000,000 (a "Qualified Public Offering"),  the Company may exclude,  to
the extent so advised by the underwriters,  the Registrable  Securities from the
underwriting;  provided,  however,  that  if the  underwriters  do not  entirely
exclude all shares of persons other than the Company from such Qualified  Public
Offering,  the  Company  shall be  obligated  to  include  in such  registration
statement,  with respect to the requesting Holder, only an amount of Registrable
Securities equal to the product of (i) the number of Registrable Securities that
remain available for registration after the underwriter's  cutback and (ii) such
Holder's  percentage  of  ownership  of  all  the  Registrable  Securities  then
outstanding (on an as-converted basis) (the "Registrable  Percentage");  and (b)
if the  registration  statement  is not for a  Qualified  Public  Offering,  the
Company  shall be  obligated  to include in such  registration  statement,  with
respect to the requesting Holder, only an amount of Registrable Securities equal
to the product of (i) the number of Registrable Securities that remain available
for  registration  after  the  underwriter's  cutback  and  (ii)  such  Holder's
Registrable  Percentage;  provided,  however,  that the  aggregate  value of the
Registrable Securities to be included in such registration may not be so reduced
to  less  than  30% of the  total  value  of all  securities  included  in  such
registration.  If any  Holder  disapproves  of  the  terms  of any  underwriting
referred to in this  paragraph,  it may elect to withdraw  there from by written
notice to the  Company  and the  underwriter.  No  incidental  right  under this
paragraph shall be construed to limit any registration  required under the other
provisions of this Agreement.

     5.   COOPERATION WITH COMPANY

         Each  Holder  will  cooperate  with  the  Company  in all  respects  in
connection  with this  Agreement,  including  timely  supplying all  information
reasonably  requested  by the  Company  (which  shall  include  all  information
regarding such Holder and proposed manner of sale of the Registrable  Securities
required to be  disclosed  in any  Registration  Statement)  and  executing  and
returning all documents reasonably requested in connection with the registration
and sale of the  Registrable  Securities  and entering into and  performing  its
obligations under any underwriting agreement, if the offering is an underwritten
offering,  in usual  and  customary  form,  with  the  managing  underwriter  or
underwriters  of such  underwritten  offering.  Nothing in this Agreement  shall
obligate any Holder to consent to be named as an underwriter in any Registration
Statement.  The obligation of the Company to register the Registrable Securities
shall be absolute and unconditional as to those Registrable Securities which the
Commission   will  permit  to  be  registered   without  naming  any  Holder  as
underwriters.  Any delay or delays caused by a Holder by failure to cooperate as
required  hereunder  shall not  constitute  a  Registration  Default  as to such
Holder, unless such delay exceeds 45 days.

     6.   REGISTRATION PROCEDURES

         If and  whenever  the Company is required by any of the  provisions  of
this Agreement to effect the  registration of any of the Registrable  Securities
under the  Securities  Act, the Company shall  (except as otherwise  provided in
this  Agreement),  as  expeditiously  as  possible,   subject  to  the  Holders'
assistance  and  cooperation  as  reasonably   required  with  respect  to  each
Registration Statement:


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               (a) (i) prepare and file with the Commission  such amendments and
supplements to the Registration  Statement and the prospectus used in connection
therewith as may be necessary to keep such Registration  Statement effective and
to comply with the  provisions of the Securities Act with respect to the sale or
other  disposition of all Registrable  Securities  covered by such  Registration
Statement  whenever any of the Holder shall desire to sell or otherwise  dispose
of the same  (including  prospectus  supplements  with  respect  to the sales of
Registrable  Securities  from  time to time in  connection  with a  registration
statement  pursuant to Rule 415  promulgated  under the Securities Act) and (ii)
take all lawful action such that each of (A) the Registration  Statement and any
amendment  thereto  does  not,  when it  becomes  effective,  contain  an untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated  therein or necessary  to make the  statements  therein,  in light of the
circumstances  under which they were made, not misleading and (B) the prospectus
forming part of the  Registration  Statement,  and any  amendment or  supplement
thereto,  does not at any time during the Registration  Period include an untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated  therein or necessary  to make the  statements  therein,  in light of the
circumstances under which they were made, not misleading;

               (b)  (i)  prior  to  the  filing  with  the   Commission  of  any
Registration  Statement  (including any amendments thereto) and the distribution
or delivery of any prospectus (including any supplements thereto), provide draft
copies  thereof to the Holders as  required by Section  4(c) and reflect in such
documents all such comments as the Holders (and their  counsel)  reasonably  may
propose;  (ii)  furnish  to each of the  Holders  such  numbers  of  copies of a
prospectus including a preliminary  prospectus or any amendment or supplement to
any  prospectus,  as  applicable,  in conformity  with the  requirements  of the
Securities Act, and such other  documents,  as any of the Holders may reasonably
request in order to  facilitate  the  public  sale or other  disposition  of the
Registrable  Securities  owned by such Holder;  and (iii) provide to the Holders
copies of any comments and  communications  from the Commission  relating to the
Registration Statement, if lawful to do so;

               (c) register and qualify the  Registrable  Securities  covered by
the Registration  Statement under such other securities or blue sky laws of such
jurisdictions  as any of the Holders shall  reasonably  request  (subject to the
limitations set forth in Section 4(c) above),  and do any and all other acts and
things which may be  necessary or advisable to enable such Holder to  consummate
the public sale or other  disposition in such  jurisdiction  of the  Registrable
Securities owned by such Holder;

               (d) list such  Registrable  Securities  on the markets  where the
Common  Stock  of  the  Company  is  listed  as of  the  effective  date  of the
Registration  Statement,  if the listing of such Registrable  Securities is then
permitted under the rules of such markets;

               (e) notify the  Holders  at any time when a  prospectus  relating
thereto covered by the Registration  Statement is required to be delivered under
the Securities Act, of the happening of any event of which it has knowledge as a
result of which the prospectus included in the Registration  Statement,  as then
in effect,  includes an untrue  statement of a material fact or omits to state a
material fact required to be stated  therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing,  and the
Company  shall  prepare  and file a curative  amendment  under  Section  6(a) as


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quickly as  reasonably  possible and during such period,  the Holders  shall not
make any sales of Registrable Securities pursuant to the Registration Statement;

               (f)  after  becoming  aware  of such  event,  notify  each of the
Holders  who holds  Registrable  Securities  being sold (or,  in the event of an
underwritten  offering,  the  managing  underwriters)  of  the  issuance  by the
Commission  of any stop order or other  suspension of the  effectiveness  of the
Registration  Statement at the earliest possible time and take all lawful action
to effect  the  withdrawal,  rescission  or  removal of such stop order or other
suspension;

               (g)  cooperate   with  the  Holders  to  facilitate   the  timely
preparation  and delivery of certificates  for the Registrable  Securities to be
offered pursuant to the Registration  Statement and enable such certificates for
the Registrable  Securities to be in such denominations or amounts,  as the case
may be, as any of the Holders  reasonably  may request  and  registered  in such
names as any of the Holders may request;  and, within three Trading Days after a
Registration   Statement  which  includes  Registrable  Securities  is  declared
effective by the  Commission,  deliver and cause legal  counsel  selected by the
Company to deliver to the transfer agent for the  Registrable  Securities  (with
copies to the Holders) an appropriate  instruction and, to the extent necessary,
an opinion of such counsel;

               (h) take all such other la ful actions  reasonably  necessary  to
expedite and  facilitate  the  disposition  by the Holders of their  Registrable
Securities  in accordance  with the intended  methods  therefor  provided in the
prospectus which are customary for issuers to perform under the circumstances;

               (i) in the event of an underwritten offering, promptly include or
incorporate  in a  prospectus  supplement  or  post-effective  amendment  to the
Registration  Statement such information as the managers reasonably agree should
be included therein and to which the Company does not reasonably object and make
all required filings of such prospectus  supplement or post-effective  amendment
as soon as  practicable  after it is  notified  of the matters to be included or
incorporated in such prospectus supplement or post-effective amendment; and

               (j) maintain a transfer agent and registrar for the Common Stock;

               (k) pay all fees,  disbursements and  out-of-pocket  expenses and
costs incurred by the Company in connection  with the  preparation and filing of
the Registration Statement under this Section 6 and in complying with applicable
securities and blue sky laws (including, without limitation, all attorneys' fees
of the Company.  The Holders shall bear the cost of fees and expenses of counsel
for the  Holders,  and of  underwriting  and/or  brokerage  discounts,  fees and
commissions,  if any, applicable to the Registrable Securities being registered.
The Holders and their counsel shall have a reasonable  period,  not to exceed 15
Trading  Days,  to review the proposed  Registration  Statement or any amendment
thereto, prior to filing with the Commission,  and the Company shall provide the
Holders with copies of any comment  letters  received from the  Commission  with
respect  thereto within two Trading Days of receipt  thereof.  The Company shall
qualify any of the Registrable Securities for sale in such states as the Holders
reasonably designate and shall furnish indemnification in the manner provided in
Section 7 hereof.  However,  the Company shall not be required to qualify in any
state which will require an escrow or other restriction  relating to the Company
and/or the Holders,  or which will require the Company to qualify to do business


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in such state or require  the Company to file  therein  any  general  consent to
service of process. The Company at its expense will supply each of the Investors
with copies of the applicable Registration Statement and the prospectus included
therein and other  related  documents in such  quantities  as may be  reasonably
requested by any of the Investors.


     7.   INDEMNIFICATION

               (a) To the maximum extent permitted by law, the Company agrees to
indemnify  and hold  harmless  each of the  Holders,  each  person,  if any, who
controls any of the Holders within the meaning of the  Securities  Act, and each
director, officer, shareholder,  employee, agent, representative,  accountant or
attorney of the foregoing  (each of such  indemnified  parties,  a "Distributing
Investor") against any losses, claims, damages or liabilities,  joint or several
(which shall,  for all purposes of this Agreement,  include,  but not be limited
to,  all  reasonable  costs of  defense  and  investigation  and all  reasonable
attorneys'  fees and expenses),  to which the  Distributing  Investor may become
subject, under the Securities Act or otherwise,  insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue  statement or alleged  untrue  statement  of any  material  fact
contained in any  Registration  Statement,  or any related  final  prospectus or
amendment or supplement  thereto, or arise out of or are based upon the omission
or alleged  omission  to state  therein a material  fact  required  to be stated
therein or necessary to make the statements  therein not  misleading;  provided,
however, that the Company will not be liable in any such case to the extent, and
only to the extent, that any such loss, claim, damage or liability arises out of
or is based upon an untrue  statement or alleged untrue statement or omission or
alleged omission made in such Registration  Statement,  preliminary  prospectus,
final  prospectus or amendment or supplement  thereto in reliance  upon,  and in
conformity  with,   written   information   furnished  to  the  Company  by  the
Distributing Investor,  its counsel, or affiliates,  specifically for use in the
preparation  thereof or (ii) by such Distributing  Investor's failure to deliver
to the purchaser a copy of the most recent prospectus  (including any amendments
or supplements  thereto).  This  indemnity  agreement will be in addition to any
liability which the Company may otherwise have.

               (b) To the maximum  extent  permitted by law,  each  Distributing
Investor  agrees that it will indemnify and hold harmless the Company,  and each
officer and director of the Company or person,  if any, who controls the Company
within the meaning of the Securities Act, against any losses, claims, damages or
liabilities (which shall, for all purposes of this Agreement,  include,  but not
be  limited  to,  all  reasonable  costs of defense  and  investigation  and all
reasonable  attorneys'  fees and  expenses)  to which  the  Company  or any such
officer,  director or controlling person may become subject under the Securities
Act or otherwise,  insofar as such losses,  claims,  damages or liabilities  (or
actions in respect  thereof) arise out of or are based upon any untrue statement
or alleged untrue  statement of any material fact contained in any  Registration
Statement,  or any related final prospectus or amendment or supplement  thereto,
or arise out of or are based upon the omission or the alleged  omission to state
therein a material fact  required to be stated  therein or necessary to make the
statements therein not misleading, but in each case only to the extent that such
untrue statement or alleged untrue statement or omission or alleged omission was
made in such Registration Statement, final prospectus or amendment or supplement
thereto in reliance upon, and in conformity with, written information  furnished
to the  Company  by such  Distributing  Investor,  its  counsel  or  affiliates,
specifically for use in the preparation  thereof.  This indemnity agreement will


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be in addition to any liability  which the  Distributing  Investor may otherwise
have under this Agreement.  Notwithstanding anything to the contrary herein, the
Distributing  Investor  shall be liable  under this  Section  7(b) for only that
amount as does not exceed the net  proceeds to such  Distributing  Investor as a
result  of the  sale of  Registrable  Securities  pursuant  to the  Registration
Statement.

               (c) Promptly  after  receipt by an  indemnified  party under this
Section 7 of notice of the  commencement of any action against such  indemnified
party,  such indemnified party will, if a claim in respect thereof is to be made
against the  indemnifying  party under this  Section 7, notify the  indemnifying
party in writing of the commencement  thereof; but the omission so to notify the
indemnifying  party will not relieve the  indemnifying  party from any liability
which it may have to any  indemnified  party except to the extent the failure of
the indemnified party to provide such written  notification  actually prejudices
the ability of the  indemnifying  party to defend such action.  In case any such
action  is  brought  against  any  indemnified   party,   and  it  notifies  the
indemnifying party of the commencement  thereof,  the indemnifying party will be
entitled to  participate  in, and, to the extent that it may wish,  jointly with
any other  indemnifying  party similarly  notified,  assume the defense thereof,
subject to the provisions  herein stated and after notice from the  indemnifying
party to such  indemnified  party  of its  election  so to  assume  the  defense
thereof,  the indemnifying  party will not be liable to such  indemnified  party
under this Section 7 for any legal or other  expenses  subsequently  incurred by
such  indemnified  party in  connection  with the  defense  thereof  other  than
reasonable  costs of  investigation,  unless the  indemnifying  party  shall not
pursue the action to its final  conclusion.  The indemnified  parties shall have
the right to employ  one or more  separate  counsel  in any such  action  and to
participate  in the defense  thereof,  but the fees and expenses of such counsel
shall not be at the expense of the indemnifying  party if the indemnifying party
has assumed the defense of the action with counsel  reasonably  satisfactory  to
the  indemnified  party  unless  (i) the  employment  of such  counsel  has been
specifically  authorized in writing by the indemnifying party, or (ii) the named
parties to any such action (including any interpleaded parties) include both the
indemnified  party and the  indemnifying  party and the indemnified  party shall
have been  advised by its counsel  that there may be one or more legal  defenses
available to the indemnifying party different from or in conflict with any legal
defenses  which  may  be  available  to  the  indemnified  party  or  any  other
indemnified party (in which case the indemnifying party shall not have the right
to assume the defense of such  action on behalf of such  indemnified  party,  it
being understood, however, that the indemnifying party shall, in connection with
any one such action or separate but substantially  similar or related actions in
the  same  jurisdiction   arising  out  of  the  same  general   allegations  or
circumstances,  be  liable  only for the  reasonable  fees and  expenses  of one
separate  firm of  attorneys  for the  indemnified  party,  which  firm shall be
designated  in writing by the  indemnified  party).  No settlement of any action
against an indemnified  party shall be made without the prior written consent of
the indemnified party, which consent shall not be unreasonably  withheld so long
as such  settlement  includes a full release of claims  against the  indemnified
party.

         All fees and expenses of the indemnified  party  (including  reasonable
costs of  defense  and  investigation  in a manner  not  inconsistent  with this
Section and all reasonable  attorneys'  fees and expenses)  shall be paid to the
indemnified party, as incurred, within 10 Trading Days of written notice thereof
to the indemnifying  party;  provided,  that the indemnifying  party may require


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such  indemnified  party to undertake to reimburse all such fees and expenses to
the extent it is finally  judicially  determined that such indemnified  party is
not entitled to indemnification hereunder.

     8.   CONTRIBUTION

         In order to  provide  for just and  equitable  contribution  under  the
Securities Act in any case in which (i) the indemnified  party makes a claim for
indemnification  pursuant to Section 7 hereof but is judicially  determined  (by
the entry of a final judgment or decree by a court of competent jurisdiction and
the expiration of time to appeal or the denial of the last right of appeal) that
such  indemnification may not be enforced in such case  notwithstanding the fact
that the express  provisions of Section 7 hereof provide for  indemnification in
such case, or (ii) contribution  under the Securities Act may be required on the
part of any indemnified party, then the Company and the applicable  Distributing
Investor  shall  contribute  to  the  aggregate  losses,   claims,   damages  or
liabilities to which they may be subject (which shall,  for all purposes of this
Agreement,  include,  but not be limited to, all reasonable costs of defense and
investigation and all reasonable  attorneys' fees and expenses),  in either such
case (after  contribution from others) on the basis of relative fault as well as
any  other  relevant  equitable  considerations.  The  relative  fault  shall be
determined by reference  to, among other  things,  whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to  information  supplied by the Company on the one hand
or the  applicable  Distributing  Investor on the other hand,  and the  parties'
relative intent, knowledge,  access to information and opportunity to correct or
prevent such statement or omission.  The Company and the  Distributing  Investor
agree that it would not be just and equitable if  contribution  pursuant to this
Section 8 were  determined  by pro rata  allocation  or by any  other  method of
allocation which does not take account of the equitable  considerations referred
to in this  Section 8. The amount paid or payable by an  indemnified  party as a
result of the  losses,  claims,  damages or  liabilities  (or actions in respect
thereof)  referred  to above in this  Section 8 shall be deemed to  include  any
legal  or  other  expenses  reasonably  incurred  by such  indemnified  party in
connection with  investigating  or defending any such action or claim. No person
guilty of fraudulent  misrepresentation  (within the meaning of Section 11(f) of
the Securities  Act) shall be entitled to  contribution  from any person who was
not guilty of such fraudulent misrepresentation.

         Notwithstanding  any other  provision  of this  Section  8, in no event
shall (i) any of the Distributing  Investors be required to undertake  liability
to any  person  under  this  Section 8 for any  amounts  in excess of the dollar
amount of the proceeds received by such  Distributing  Investor from the sale of
such Distributing  Investor's  Registrable Securities (after deducting any fees,
discounts  and  commissions  applicable  thereto)  pursuant to any  Registration
Statement  under which such  Registrable  Securities  are  registered  under the
Securities Act and (ii) any  underwriter  be required to undertake  liability to
any  person  hereunder  for any  amounts  in excess of the  aggregate  discount,
commission or other compensation payable to such underwriter with respect to the
Registrable  Securities  underwritten  by it and  distributed  pursuant  to such
Registration Statement.

     9.   NOTICES

         Any notice  required or permitted  hereunder  shall be given in writing
(unless  otherwise  specified  herein)  and  shall be  effective  upon  personal
delivery, via facsimile (upon receipt of confirmation of error-free transmission


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and mailing a copy of such  confirmation,  postage  prepaid by  certified  mail,
return receipt  requested) or two business days following deposit of such notice
with an  internationally  recognized  courier service,  with postage prepaid and
addressed  to each of the other  parties  thereunto  entitled  at the  following
addresses,  or at such other  addresses  as a party may  designate  by five days
advance written notice to each of the other parties hereto.

         Company:                        American Leisure Holdings, Inc.
                                         Park 80 Plaza East
                                         Saddlebrook, New Jersey 07663
                                         Attn: Malcolm J. Wright
                                         Telephone: (407) 421-6660
                                         Facsimile: (407) 857-3598

         with a copy to:                 Raice Paykin & Krieg, LLP
                                         185 Madison Avenue, 10th Floor
                                         New York, NY 10016
                                         Attn: James G. Smith, Esq.
                                         Telephone: (212) 725-0322
                                         Facsimile: (212) 684-9022

         Investors:                      Stanford Venture Capital Holdings, Inc.
                                         6075 Poplar Avenue, Suite 202
                                         Memphis, Tennessee 38119
                                         Attention: President
                                         Tel:
                                         Facsimile:

         with a copy to:                 Adorno & Yoss, P.A.
                                         2601 S. Bayshore Drive, Suite 1600
                                         Miami, Florida 33133
                                         Attention: Seth P. Joseph, Esq.
                                         Tel:            305-860-7363
                                         Facsimile:  305-858-4777

     10.  ASSIGNMENT

         The registration  rights granted to any Holder under this Agreement may
be transferred or assigned provided the transferee is bound by the terms of this
Agreement  and  the  Company  is  given  written  notice  of  such  transfer  or
assignment.

     11.  ADDITIONAL COVENANTS OF THE COMPANY

         For so long as it shall be required to maintain  the  effectiveness  of
the Registration  Statement,  it shall file all reports and information required
to be filed by it with the Commission in a timely manner and take all such other
action so as to maintain such eligibility for the use of the applicable form.



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     12.  CONFLICTING AGREEMENTS

         The  Company  shall not enter into any  agreement  with  respect to its
securities that is  inconsistent  with the rights granted to the Holders in this
Agreement or  otherwise  prevents  the Company  from  complying  with all of its
obligations hereunder.

     13.  GOVERNING LAW; JURISDICTION

         This Agreement  shall be governed by and interpreted in accordance with
the laws of the State of Florida,  without  regard to its principles of conflict
of laws. Any action or proceeding  seeking to enforce any provision of, or based
on any right arising out of, this Agreement may be brought  against any party in
the courts of competent jurisdiction located in Miami-Dade County,  Florida, and
each of the  parties  consents  to the  jurisdiction  of such  courts and hereby
waives,  to the maximum extent  permitted by law, any  objection,  including any
objections based on forum non conveniens, to the bringing of any such proceeding
in such jurisdictions.

     14.  MISCELLANEOUS

               (a)  Entire  Agreement.   This  Agreement  supersedes  all  prior
agreements  and  understandings  among the parties  hereto  with  respect to the
subject  matter  hereof.  This  Agreement,   together  with  the  other  Primary
Documents,  including  any  certificate,  schedule,  exhibit  or other  document
delivered  pursuant to their terms,  constitutes the entire  agreement among the
parties  hereto with  respect to the subject  matters  hereof and  thereof,  and
supersedes all prior  agreements and  understandings,  whether  written or oral,
among the parties with respect to such subject matters.

               (b)  Amendments.  This  Agreement may not be amended except by an
instrument in writing signed by the party to be charged with enforcement.

               (c) Waiver. No waiver of any provision of this Agreement shall be
deemed a waiver of any other  provisions or shall a waiver of the performance of
a provision in one or more  instances  be deemed a waiver of future  performance
thereof.

               (d)  Construction.   This  Agreement  and  each  of  the  Primary
Documents  have  been  entered  into  freely by each of the  parties,  following
consultation with their respective  counsel,  and shall be interpreted fairly in
accordance with its respective  terms,  without any  construction in favor of or
against either party.

               (e) Binding Effect of Agreement.  This  Agreement  shall inure to
the benefit of, and be binding  upon the  successors  and assigns of each of the
parties hereto, including any transferees of the Securities.

               (f)  Severability.  If any provision of this  Agreement  shall be
invalid   or   unenforceable   in   any   jurisdiction,   such   invalidity   or
unenforceability  shall  not  affect  the  validity  or  enforceability  of  the
remainder  of  this  Agreement  or the  validity  or  unenforceability  of  this
Agreement in any other jurisdiction.



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               (g)  Attorneys'  Fees.  If any action  should  arise  between the
parties  hereto to enforce or interpret the  provisions of this  Agreement,  the
prevailing party in such action shall be reimbursed for all reasonable  expenses
incurred in connection with such action, including reasonable attorneys' fees.

               (h) Headings.  The headings of this Agreement are for convenience
of reference  only and shall not form part of, or affect the  interpretation  of
this Agreement.

               (i)  Counterparts.  This  Agreement  may be signed in one or more
counterparts,  each of which shall be deemed an original and all of which,  when
taken together, will be deemed to constitute one and the same agreement.




         IN WITNESS  WHEREOF,  the parties hereto have caused this  Registration
Rights Agreement to be duly executed, on this 29th day of January, 2003.


                                         AMERICAN LEISURE HOLDINGS, INC.


                                             By:S/ M J WRIGHT
                                             Name: Malcolm J Wright
                                             Title:  President


                                         INVESTORS:

                                         STANFORD VENTURE CAPITAL HOLDINGS, INC.


                                         By: S/WILLIAM FUSSELMANN
                                             Name: William Fusselmann
                                             Title: Vice President









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