ASSET SALE AGREEMENT

         THIS ASSET SALE AGREEMENT (the "AGREEMENT") is made as of this 29th day
of January  2003,  by and  among,  American  Leisure  Holdings,  Inc.,  a Nevada
corporation (the "PURCHASER") and Ted Gershon ("GERSHON").

                                    RECITALS

         WHEREAS,  the  Purchaser  desires to purchase  from Gershon and Gershon
desires to sell and  transfer on an "AS IS,  WHERE IS" basis the rights,  title,
and interest Gershon maintains with respect to the Assets; and

         WHEREAS,  Gershon has previously  purchased a Secured  Promissory Note,
which is currently past due, of Inter-Call-Net  Teleservices,  Inc. (the "NOTE")
in the original  principal amount of $100,000.00 under which a principal balance
of $108,917.00 is outstanding; and

         WHEREAS, Gershon shall assign the Note upon the closing of the sale of
Assets herein; and

         WHEREAS,  the  Purchaser  desires to purchase  from Gershon and Gershon
desires to sell and transfer to the  Purchaser on an "AS IS, WHERE IS" basis all
of Gershon's  right,  title and interest in the Assets and Note,  upon the terms
and conditions contained herein.

                                    AGREEMENT

         NOW  THEREFORE,  in  consideration  of the  foregoing  recitals and the
mutual   promises,   representations,   warranties,   covenants  and  agreements
hereinafter  set forth,  and intending to be legally  bound,  the parties hereto
hereby agree as follows:

1.   Recitals.  The  foregoing  recitals  are true and  correct  and are adopted
herein.

2.   Purchase and Sale. On the Closing Date,  as defined  below,  upon the terms
and subject to the conditions set forth in this  Agreement,  Gershon shall sell,
assign,  grant, convey,  deliver and transfer to Purchaser,  and Purchaser shall
purchase,  acquire and receive from Gershon,  all of his respective right, title
and  interest in the Assets and Note,  as is,  where is, and, in the case of the
Assets,  subject to any liens and encumbrances  thereon.  Gershon shall evidence
such  transaction by executing and delivering to Purchaser a Bill of Sale in the
form of Exhibit A and an  Assignment of Note in the form of Exhibit B (such Bill
of Sale  and  Assignment  of  Note as  herein  collectively  referred  to as the
"CONVEYANCE DOCUMENTS").

3.   Purchase  Consideration.   The  parties  hereto  agree  that  the  purchase
consideration  for the Assets is the  issuance  of 956 shares of its 4% Series C
Convertible  Redeemable  Preferred Stock (the "SERIES C PREFERRED  Stock"),  the
terms of which are set  forth in the  Certificate  of  Designation  attached  as
Exhibit C hereto and 4,000 shares of Common Stock.  The Purchaser shall issue to
Gershon at the Closing  certificates  representing an aggregate of 956 shares of
its duly authorized and issued, fully paid and non-assessable Series C Preferred
Stock and  4,000  shares  of its duly  authorized  and  issued,  fully  paid and
non-assessable Common Stock.

4.   Closing. The closing of the purchase and sale of the Purchased Assets shall
be held at a mutually  agreeable  time on November 19, 2002.  If the closing has
not occurred  within ninety (90) days following the date hereof through no fault
of the  Purchaser,  this  Agreement  and  Securities  Purchase  Agreement  shall
terminate and be of no further force or effect.  The Closing shall take place at
the offices of Hatton & Associates,  P.A., counsel for Purchaser.,  at 2250 S.W.


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3rd  Avenue,  5th  Floor,  Miami,  Florida  33129,  at  10:00  a.m.  on the date
established for Closing.

5.   Warranty of Gershon.  Gershon warrants: (i) that its Note is free and clear
of any  liens and  encumbrances;  and (ii) that  Gershon  has full and  complete
authority  to  assign  the  subject   Note  and  enter  into  the   transactions
contemplated hereby.

6.   Deliveries of Gershon at Closing. At the Closing,  Gershon shall deliver to
Purchaser the Bill of Sale and Assignment of Note, duly and validly executed.

7.   Deliveries  of  Purchaser  at Closing.  At the  Closing,  unless  otherwise
indicated,  Purchaser shall deliver to Gershon the following:  (i)  certificates
for the 956  shares of  Series C  Preferred  Stock  and for 4,000  shares of its
Common Stock  registered in the name of Gershon,  to be provided  within 10 days
following the date of Closing; (ii) an executed Registration Rights Agreement in
the form of Exhibit D hereto;  (iii) an executed  Securities Purchase Agreement,
dated  the  date of the  Closing,  in the  form of  Exhibit  E  hereto;  (iv) an
Assignment  and  Assumption  Agreement  within  45 days  following  the  date of
Closing,  whereby Purchaser will assume and agree to pay amounts due or becoming
due under leases of the Assets from  Hewlett  Packard or its  affiliates  (which
amounts  shall be deducted  from the Series C  Preferred  Shares to be issued to
Stanford  Venture  Capital  Holdings,  Inc.) and  under  operating  leases  from
Sunrise;  (v) a maximum of two thousand  ($2,000.00)  dollars in the  aggregate,
which shall be tendered to the  counsel of Stanford  Venture  Capital  Holdings,
Inc., towards the payment of a legal opinion of Nevada counsel to the Purchaser,
addressed to Gershon,  Stanford Venture Capital  Holdings,  Inc., and Charlie B.
Ganz, to be obtained within 45 days following the date of Closing;  and (v) such
other  documents as may be reasonably  requested by Gershon in order to evidence
the consummation of the transactions contemplated herein.

8.   Expenses.  Each of the  parties  hereto will pay its  respective  expenses,
income and other  taxes,  and costs  (including  without  limitation,  the fees,
disbursements and expenses of attorneys,  accountants and consultants)  incurred
by it in negotiating, preparing, closing and carrying out this Agreement and the
transactions contemplated by this Agreement.

9.   Notices. Any notices,  requests,  demands and other communications required
or permitted to be given  hereunder must be in writing and,  except as otherwise
specified  in  writing,  will be deemed to have been duly given when  personally
delivered or facsimile  transmitted,  or three days after  deposit in the United
States mail, by certified mail, postage prepaid,  return receipt  requested,  as
follows:

IF TO GERSHON:
Ted Gershon
2780 NE 183rd Street, Suite 1206
Aventura, Florida 33160

IF TO THE PURCHASER:

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


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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

or to such other addresses or facsimile  numbers as either party hereto may from
time to time give notice of  (complying  as to  delivery  with the terms of this
Section) to the other.

10.  Entire  Agreement.  This  Agreement  along with all exhibits and  schedules
attached hereto  constitutes the entire agreement between the parties hereto and
supersedes all prior agreements,  understandings,  negotiations and discussions,
both  written and oral,  between the parties  hereto with respect to the subject
matter hereof.

11.  Benefits; Binding Effect; Assignment.  This Agreement is for the benefit of
and binding upon the parties  hereto,  their  respective  successors  and, where
applicable,  assigns.  Neither  party may assign  this  Agreement  or any of its
rights,  interests or  obligations  hereunder  without the prior approval of the
other party.

12. Waiver.  No waiver of any of the provisions of this Agreement will be deemed
to constitute or will constitute a waiver of any other provision hereof (whether
or not similar), nor shall any such waiver constitute a continuing waiver unless
otherwise expressly so provided.

13.  No Third Party Beneficiary.  Nothing expressed or implied in this Agreement
is intended,  or will be construed,  to confer upon or give any person or entity
other than the parties  hereto and their  respective  successors and assigns any
rights or remedies under or by reason of this Agreement.

14.  Section  Headings.  The  section  and  other  headings  contained  in  this
Agreement  are for  reference  purposes only and shall not affect the meaning or
interpretation of any provisions of this Agreement.

15.  Counterparts.  This Agreement may be executed in any number of counterparts
and by the parties hereto in separate counterparts, each of which will be deemed
to be one and the same instrument.

16.  Litigation.  If any legal  action is brought  for the  enforcement  of this
Agreement,   or  because   of  an   alleged   dispute,   breach,   default,   or
misrepresentation  in connection  with any of the provisions of this  Agreement,
the  successful  or  prevailing  party or parties  shall be  entitled to recover
reasonable attorney fees, paralegal fees and other costs incurred in that action
or  proceeding,  in  addition  to any  other  relief  to which it or they may be
entitled.  Any such  legal  action  shall be  brought  in  courts  of  competent
jurisdiction in Miami-Dade County, Florida.

17.  Remedies  Cumulative.  No remedy made available by any of the provisions of
this  Agreement is intended to be exclusive  of any other  remedy,  and each and
every  remedy is  cumulative  and is in  addition to every  other  remedy  given
hereunder or now or hereafter existing at law or in equity.

18.  Governing  Law.  This  Agreement  will be  governed  by and  construed  and
enforced in accordance with the internal laws of the State of Florida.


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<PAGE>


     19.  Construction. The parties have participated jointly in the negotiation
and drafting of this Agreement.  In the event an ambiguity or question of intent
or  interpretation  arises,  this  Agreement  shall be  construed  as if drafted
jointly  by the  parties  and no  presumption  or  burden of proof  shall  arise
favoring  or  disfavoring  any party by virtue of the  authorship  of any of the
provisions  of this  Agreement.  Any reference to any federal,  state,  local or
foreign  statute  or law  shall  be  deemed  also  to  refer  to all  rules  and
regulations promulgated thereunder, unless the context requires otherwise.

     20.  Further  Assurances.  The parties  shall execute and deliver any other
instruments  or documents  and take any further  actions  after the execution of
this Agreement,  which may be reasonably required for the implementation of this
Agreement and the transactions contemplated hereby.




         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date first written above.


TED GERSHON




By:  S/TED GERSHON




AMERICAN LEISURE HOLDINGS, INC.




By: S/M J WRIGHT
     President








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