EXHIBIT 1

                         AMERICAN LEISURE HOLDINGS, INC.

                                 CODE OF ETHICS
            FOR ALL SENIOR EXECUTIVE AND FINANCIAL OFFICERS EMPLOYED
                 WITHIN THE AMERICAN LEISURE GROUP OF COMPANIES

I. Purpose of Code of Ethics

The purpose of this Code of Ethics is: to promote the honest and ethical conduct
of our Senior Executive and Financial Officers (described below),  including the
ethical  handling of actual or apparent  conflicts of interest  between personal
and  professional  relationships;  to promote full, fair,  accurate,  timely and
understandable  disclosure in periodic  reports required to be filed by American
Leisure  Holdings,  Inc (the  "Company");  and to  promote  compliance  with all
applicable rules and regulations that apply to the Company and its officers.

II. Introduction

This Code of Ethics is  applicable  to the Company's  chief  executive  officer,
chief  financial  officer,  chief operating  officers,  general  counsel,  chief
administrative,  chief  accounting  officer  and  comptroller  (or  any  persons
performing  similar  functions,  together,  the "Senior  Executive and Financial
Officers").  References  in this Code of Ethics to the Company means the Company
or any of its subsidiaries.

While we expect  honest and ethical  conduct in all aspects of our business from
all of our employees,  we expect the highest possible honest and ethical conduct
from our Senior  Executive  and  Financial  Officers.  As a Senior  Executive or
Financial  Officer,  you are an example for other employees and we expect you to
foster a culture of  transparency,  integrity and honesty.  Compliance with this
Code is a condition to your employment and any violations of the Code may result
in disciplinary action, up to and including termination of your employment.

Waivers of this Code may be made only by the Board or a Board committee and will
be disclosed in accordance with applicable law.

III. Conflicts of Interest

A conflict of interest occurs when your private interests  interfere,  or appear
to  interfere,  in any  way,  with  the  interests  of the  Company  as a whole.
Conflicts  of interest can also arise when you take action or you or a member of
your family have  interests  that may make it difficult  for you to perform your
duties to the Company effectively.

Although we cannot list every  conceivable  conflict,  following are some common
examples that illustrate actual or apparent conflicts of interest that should be
avoided:

<PAGE>


Improper Personal Benefits from the Company.

Conflicts  of  interest  arise  when an officer or a member of his or her family
receives  improper  personal  benefits as a result of his or her position in the
Company.  You may not accept any  benefits  from the Company  that have not been
duly authorized and approved pursuant to Company policy and procedure, including
any Company loans or guarantees of your personal obligations.

Financial Interests in Other Businesses

You should avoid having an ownership  interest in any other  enterprise  if that
interest  compromises or appears to compromise your loyalty to the Company.  For
example, you may not own an interest in a company that competes with the Company
or that does business  with the Company  (such as a supplier)  unless you obtain
the written  approval of the General  Counsel  (or,  with respect to the General
Counsel,  approval  by the  Chief  Executive  Officer)  before  making  any such
investment.  However, it is not typically  considered,  and the Company does not
consider it, a conflict of interest (and therefore prior written approval is not
required) to make  investments  in  competitors,  clients or suppliers  that are
listed on a national or international  securities  exchange so long as the total
value of the investment is less than one percent (1%) of the  outstanding  stock
of the corporation  and the amount of the investment is not so significant  that
it would affect your business judgment on behalf of the Company.

Business Arrangements with the Company

Without the prior written  approval of the General  Counsel (or, with respect to
the General  Counsel,  approval  by the Chief  Executive  Officer),  you may not
participate in a joint venture,  partnership or other business  arrangement with
the Company.

Corporate Opportunities

If you  learn  of a  business  or  investment  opportunity  through  the  use of
corporate property or information or your position at the Company,  such as from
a  competitor  or actual or  potential  supplier  or business  associate  of the
Company  (including  a  principal,  officer,  director or employee of any of the
above),  you may not participate in the business or make the investment  without
the prior  written  approval of the General  Counsel  (or,  with  respect to the
General Counsel,  approval by the Chief Executive Officer).  Such an opportunity
should be  considered  an  investment  opportunity  for the Company in the first
instance.

Outside Employment or Activities With a Competitor

Simultaneous  employment  with or serving as a director of a  competitor  of the
Company is strictly  prohibited,  as is any activity that is intended to or that
you should reasonably expect to advance a competitor's  interests at the expense
of the  Company's  interests.  You  may  not  market  products  or  services  in
competition with the Company's current or potential business  activities.  It is
your  responsibility  to consult with the Chief  Executive  Officer to determine
whether a planned  activity  will  compete  with any of the  Company's  business
activities before you pursue the activity in question.

Outside Employment With a Supplier

Without the prior written  approval of the General  Counsel (or, with respect to
the General Counsel,  approval by the Chief Executive Officer), you may not be a
supplier or be employed  by,  serve as a director of or  represent a supplier to
the Company. Without the prior written approval of the General Counsel (or, with
respect to the General Counsel,  approval by the Chief Executive  Officer),  you
may not accept money or benefits of any kind from a third party as  compensation
or payment for any advice or services that you may provide to a client, supplier
or anyone else in connection with its business with the Company.

<PAGE>


Family Members Working In The Industry

If your spouse or significant  other,  your children,  parents,  or in-laws,  or
someone  else with whom you have a  familial  relationship  is a  competitor  or
supplier of Company or is employed by one, you must  disclose  the  situation to
the General  Counsel  (or,  with  respect to the General  Counsel,  to the Chief
Executive  Officer)  so that the Company may assess the nature and extent of any
concern  and  how  it  can  be  resolved.   You  must  carefully  guard  against
inadvertently  disclosing Company confidential information and being involved in
decisions on behalf of the Company that involve the other enterprise.

If you have  any  doubt as to  whether  or not  conduct  would be  considered  a
conflict of interest, please consult with the General Counsel.

IV. Accurate Periodic Reports and Other Public Communications

As you are aware, full, fair, accurate,  timely and understandable disclosure in
our periodic  reports filed with the SEC and in our other public  communications
is required  by SEC rules and is  essential  to our  continued  success.  Please
exercise  the highest  standard of care in  preparing  such  materials.  We have
established  the  following  guidelines  in order to ensure  the  quality of our
periodic reports.

All Company accounting  records, as well as reports produced from those records,
must be kept and  presented  in  accordance  with  the  laws of each  applicable
jurisdiction.

All records must fairly and accurately  reflect the  transactions or occurrences
to which they relate.

All  records  must  fairly  and  accurately  reflect  in  reasonable  detail the
Company's assets, liabilities, revenues and expenses.

The  Company's  accounting  records must not contain any false or  intentionally
misleading entries.

No transaction may be intentionally misclassified as to accounts, departments or
accounting periods or in any other manner.

All  transactions  must be supported  by accurate  documentation  in  reasonable
detail and recorded in the proper account and in the proper accounting period.

No information  may be concealed from the internal  auditors or the  independent
auditors.

Compliance  with  Generally  Accepted  Accounting  Principles  and the Company's
system of internal accounting controls is required at all times.

V. Compliance with Laws and Ethics Code

You are  expected  to comply  with both the letter and spirit of all  applicable
governmental  rules and  regulations  and this Code, and to report any suspected
violations of applicable  governmental rules and regulations or this Code to the
General  Counsel or the CEO. No one will be subject to retaliation  because of a
good faith report of a suspected violation. If you fail to comply with this Code
or any  applicable  laws or  regulations,  you may be  subject  to  disciplinary
measures, up to and including discharge.

No Rights Created

This  Code is a  statement  of  certain  fundamental  principles,  policies  and
procedures that govern the Company's Senior Executive and Financial  Officers in
the conduct of the Company's business. It is not intended to and does not create
any rights in any employee, customer, supplier,  competitor,  shareholder or any
other person or entity.

<PAGE>


AMERICAN LEISURE HOLDINGS, INC. ACKNOWLEDGMENT FORM

I have  received and read the Code of Ethics for Senior  Executive and Financial
Officers,  and I  understand  its  contents.  I agree to comply  fully  with the
standards contained in the Code of Ethics and the Company's related policies and
procedures.  I  understand  that I have an  obligation  to report to the General
Counsel any suspected violations of the Code of Ethics.

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