EXHIBIT D
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                         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 Ted Gershon,  and his 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")  956  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 4,000  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 of the shares of Common Stock issuable upon
conversion of the Company's Series A Preferred Stock,  Series B Preferred Stock,
of Series C Preferred  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


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is necessary based on market  conditions:  (a) if the registration  statement is
for a public offering of common stock on an 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  lawful  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 underwriting and/or brokerage
discounts,  counsel for the Holders, 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 in such state or require the


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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
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.


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     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
and mailing a copy of such  confirmation,  postage  prepaid by  certified  mail,
return receipt  requested) or two business days following deposit of such notice


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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

         IF TO INVESTORS:                      Ted Gershon
                                               2780 NE 183rd Street, Suite 1206
                                               Aventura, Florida 33160
                                               Telephone: (305) 931-7381
                                               Facsimile: (305) 931-9144

     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.

     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.





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     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.

          (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.



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          (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 28 day of January, 2003.

                                              AMERICAN LEISURE HOLDINGS, INC.

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

                                              INVESTORS:

                                              TED GERSHON

                                              By: S/TED GERSHON














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