EXHIBIT E
                                                                       ---------

                         AMERICAN LEISURE HOLDING, INC.
                              A NEVADA CORPORATION

                          SECURITIES PURCHASE AGREEMENT

         THIS SECURITIES PURCHASE  AGREEMENT,  dated as of January 29, 2003 (the
"AGREEMENT"),  is entered into by and among  American  Leisure  Holding,  Inc. a
Nevada corporation (the "COMPANY") and Ted Gershon (the "PURCHASER").

                              W I T N E S S E T H:

         WHEREAS,  the Company and the Purchaser  are  executing and  delivering
this Agreement in reliance upon the  exemptions  from  registration  provided by
Regulation  D  ("REGULATION  D")  promulgated  by the  Securities  and  Exchange
Commission (the "COMMISSION")  under the Securities Act of 1933, as amended (the
"SECURITIES ACT"), and/or Section 4(2) of the Securities Act; and

         WHEREAS, upon the terms and conditions of this Agreement, the Purchaser
has agreed to purchase,  and the Company  wishes to issue and sell, as set forth
in that certain Asset Sale  Agreement  dated November 19, 2002 among the Company
and the  Purchaser  (the ASSET SALE  AGREEMENT")  956 shares of the Company's 4%
Series C Convertible  Redeemable Preferred Stock, $0.01 par value per share (the
"SERIES  C  PREFERRED  STOCK"),  the  terms  of  which  are as set  forth in the
Certificate  of  Designation  of Series C  Preferred  Stock  attached  hereto as
Exhibit A (the "SERIES C CERTIFICATE OF DESIGNATION") and 4,000 shares of Common
Stock, par value $0.001 of the Company (collectively, the "SECURITIES"); and

         WHEREAS,  the Series C Preferred Stock shall be convertible into shares
of Common Stock  pursuant to the terms set forth in the Series C Certificate  of
Designation; and

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants  contained  herein  and other  good and  valuable  consideration,  the
receipt and sufficiency of which are hereby  acknowledged,  the parties agree as
follows:

     1.   AGREEMENT TO PURCHASE; PURCHASE PRICE

          (a)  PURCHASE OF PREFERRED STOCK.  Subject to the terms and conditions
in this Agreement, the Purchaser hereby agrees to purchase from the Company, and
the  Company  hereby  agrees to issue and sell to the  Purchaser  956  shares of
Series C Preferred Stock and 4,000 shares of Common Stock.

          (b)  CLOSING.  The Closing shall occur at the date, time and place set
forth in the Asset Sale Agreement (the "CLOSING").



<PAGE>


     2.   REPRESENTATIONS AND WARRANTIES OFTHE PURCHASER;
          ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION

         The  Purchaser  represents  and warrants to, and  covenants  and agrees
with, the Company as follows:

          (a)  QUALIFIED  INVESTOR.  The Purchaser is (i)  experienced in making
investments of the kind  described in this Agreement and the related  documents,
(ii) able to afford the entire loss of its  investment  in the  Securities,  and
(iv) an  "ACCREDITED  INVESTOR"  as defined in Rule 501(a) of  Regulation  D and
knows of no reason to anticipate any material change in its financial  condition
for the foreseeable future.

          (b)  RESTRICTED SECURITIES. The Securities are "restricted securities"
as defined in Rule 144  promulgated  under the  Securities  Act. All  subsequent
offers and sales by the Purchaser of the Securities shall be made pursuant to an
effective  registration  statement  under the  Securities  Act or pursuant to an
applicable exemption from such registration.

          (c)  RELIANCE ON REPRESENTATIONS.  The Purchaser  understands that the
Securities are being offered and sold to it in reliance upon exemptions from the
registration requirements of the United States federal securities laws, and that
the Company is relying upon the  truthfulness  and  accuracy of the  Purchaser's
representations  and  warranties,   and  the  Purchaser's  compliance  with  its
covenants and  agreements,  each as set forth herein,  in order to determine the
availability  of such exemptions and the eligibility of the Purchaser to acquire
the Securities.

          (d)  ACCESS TO  INFORMATION.  The Purchaser (i) has been provided with
sufficient  information  with  respect to the  business  of the  Company for the
Purchaser to determine  the  suitability  of making an investment in the Company
and such  documents  relating to the Company as the  Purchaser has requested and
the Purchaser has carefully  reviewed the same, (ii) has been provided with such
additional  information  with  respect  to the  Company  and  its  business  and
financial condition as the Purchaser,  or the Purchaser's agent or attorney, has
requested,  and  (iii) has had  access  to  management  of the  Company  and the
opportunity to discuss the information provided by management of the Company and
any questions that the Purchaser had with respect  thereto have been answered to
the full satisfaction of the Purchaser.

          (e)  LEGALITY.  The Purchaser has the  requisite  corporate  power and
authority to enter into this Agreement.

          (f)  AUTHORIZATION. This Agreement and any related agreements, and the
transactions  contemplated  hereby  and  thereby,  have  been  duly and  validly
authorized by the Purchaser, and such agreements, when executed and delivered by
each of the Purchaser and the Company will each be a valid and binding agreement
of the Purchaser,  enforceable in accordance with their respective terms, except
to the  extent  that  enforcement  of each  such  agreement  may be  limited  by
bankruptcy,  insolvency,  reorganization,  moratorium,  fraudulent conveyance or
other  similar  laws now or hereafter  in effect  relating to  creditors  rights
generally and to general principles of equity.


                                       2
<PAGE>


          (g)  INVESTMENT.   The  Purchaser  is  acquiring  the  Securities  for
investment for the Purchaser's own account,  not as a nominee or agent,  and not
with the view to, or for resale in connection  with, any  distribution  thereof,
nor with any present  intention of distributing or selling such Securities.  The
Purchaser is aware of the limits on resale imposed by virtue of the  transaction
contemplated  by this  Agreement  and is aware  that the  Securities  will  bear
restrictive legends.

          (h)  LITIGATION. There is no action, suit, proceeding or investigation
pending or, to the  Knowledge of the Purchaser  (as defined  herein),  currently
threatened  against the  Purchaser  that  questions  the validity of the Primary
Documents  (as defined  below) or the right of  Purchaser to enter into any such
agreements or to consummate the  transactions  contemplated  hereby and thereby,
nor, to the Knowledge of Purchaser,  is there any basis for the  foregoing.  All
references  to the  "KNOWLEDGE"  means the  actual  knowledge  of the  person in
question or the knowledge such person could  reasonably be expected to have each
after reasonable investigation and due diligence.

          (i)  BROKER'S FEES AND  COMMISSIONS.  Neither the Purchaser nor any of
its officers,  partners, employees or agents has employed any investment banker,
broker,  or finder  in  connection  with the  transactions  contemplated  by the
Primary Documents.

     3.   REPRESENTATIONS OF THE COMPANY

          Only as  disclosed  in the SEC Filings  (as defined  herein) or in the
Company's  Disclosure  Schedule  annexed  hereto,  the  Company  represents  and
warrants to, and covenants and agrees with the Purchaser that:

          (a)  ORGANIZATION.  The Company is a  corporation  duly  organized and
validly  existing and in good standing under the laws of the State of Nevada and
has all requisite  corporate power and authority to carry on its business as now
conducted and as proposed to be conducted.  The Company has no other interest in
any other entities.  The Company is duly qualified as a foreign  corporation and
in good  standing in all  jurisdictions  in which either the ownership or use of
the properties owned or used by it, or the nature of the activities conducted by
it,  requires  such  qualification.  The minute books and stock record books and
other  similar  records of the Company are  complete and correct in all material
respects and have been maintained in accordance  with sound business  practices.
Such minute books contain true and complete  records of all actions taken at all
meetings  and by all written  consents  in lieu of  meetings  of the  directors,
stockholders  and  committees  of the board of directors of the Company from the
date of  organization  through the date hereof.  The Company  has,  prior to the
execution of this Agreement, delivered to the Purchaser true and complete copies
of the Company's Articles of Incorporation,  and Bylaws, each as amended through
the date  hereof.  The  Company is not in  violation  of any  provisions  of its
Articles of Incorporation or Bylaws.

          (b)  CAPITALIZATION. On the date hereof, the authorized capital of the
Company  consists of: (i) 100,000,000  shares of Common Stock,  par value $0.001
per share,  of which  6,685,974  shares are  issued  and  outstanding;  and (ii)
10,000,000  shares of  preferred  stock,  par value  $0.01 per  share,  of which
1,000,000 shares have been designated Series A Preferred Stock (of which 880,000
shares are issued and outstanding), 1,000,000 shares have been designated Series


                                       3
<PAGE>

B Preferred Stock (of which 2,500 shares are issued and outstanding), and 28,000
shares are  designated  as Series C Preferred  Stock (of which as of the Closing
3,341 shares shall be issued and outstanding). The Company's Disclosure Schedule
sets forth the number and terms of all options,  warrants,  notes,  or any other
rights or  instruments  which would entitle the holder thereof to acquire shares
of the Common Stock or other equity  interests in the Company upon conversion or
exercise,  setting  forth for each such holder the type of  security,  number of
equity shares covered thereunder,  the exercise or conversion price thereof, the
vesting  schedule  thereof (if any), and the issuance date and  expiration  date
thereof.   There  are  no  outstanding  rights,   agreements,   arrangements  or
understandings  to which the  Company is a party  (written  or oral) which would
obligate the Company to issue any equity interest, option, warrant,  convertible
note, or other types of  securities or to register any shares in a  registration
statement  filed with the  Commission.  There is no  agreement,  arrangement  or
understanding  between  or among any  entities  or  individuals  which  affects,
restricts or relates to voting,  giving of written consents,  dividend rights or
transferability  of shares  with  respect to any voting  shares of the  Company,
including without  limitation any voting trust agreement or proxy.  There are no
outstanding  obligations  of the  Company  to  repurchase,  redeem or  otherwise
acquire for value any  outstanding  shares of capital  stock or other  ownership
interests of the Company or to provide funds to or make any  investment  (in the
form of a loan,  capital  contribution or otherwise) in any other entity.  There
are no  anti-dilution  or price  adjustment  provisions  regarding  any security
issued by the Company (or in any agreement providing rights to security holders)
that will be triggered by the issuance of the Securities.

          (c)  CONCERNING THE COMMON STOCK AND THE PREFERRED. The Securities and
the Common Stock issuable upon  conversion of the Series C Preferred  Stock when
issued, shall be duly and validly issued, fully paid and non-assessable and will
not subject the holder  thereof to personal  liability by reason of being such a
holder.

          (d)  AUTHORIZED  SHARES. The Company shall have available a sufficient
number of authorized and unissued  shares of Common Stock as may be necessary to
effect  conversion of the Series C Preferred Stock. The Company  understands and
acknowledges the potentially dilutive effect to the Common Stock of the issuance
of shares of Common Stock upon the  conversion of the Series C Preferred  Stock.
The Company further  acknowledges  that its obligation to issue shares of Common
Stock  upon  conversion  of  the  Series  C  Preferred  Stock  is  absolute  and
unconditional  regardless of the dilutive  effect that such issuance may have on
the ownership interests of other stockholders of the Company.

          (e)  LEGALITY.  The  Company  has the  requisite  corporate  power and
authority to enter into this Agreement,  and to issue and deliver the Securities
and the Common Stock issuable upon conversion of the Series C Preferred Stock.

          (f)  TRANSACTION AGREEMENTS. This Agreement, the Asset Sale Agreement,
the  Registration  Rights  Agreement  (as  defined  below),  and  the  Series  C
Certificate  of Designation  (collectively,  the "PRIMARY  DOCUMENTS"),  and the
transactions  contemplated  hereby  and  thereby,  have  been  duly and  validly
authorized by the Company;  this  Agreement has been duly executed and delivered
by the Company and this  Agreement  is, and the other  Primary  Documents,  when
executed  and  delivered  by the  Company,  will  each be, a valid  and  binding
agreement of the Company, enforceable in accordance with their respective terms,


                                       4
<PAGE>

except to the extent that  enforcement  of each of the Primary  Documents may be
limited  by  bankruptcy,  insolvency,  reorganization,   moratorium,  fraudulent
conveyance  or other  similar  laws  now or  hereafter  in  effect  relating  to
creditors' rights generally and to general principles of equity.

          (g)  FINANCIAL STATEMENTS.  The financial statements and related notes
thereto  contained in the Company's  filings with the  Commission as of June 30,
2002 (the  "COMPANY  FINANCIALS")  are  correct  and  complete  in all  material
respects,  comply in all material  respects with the Securities  Exchange Act of
1934, as amended (the  "EXCHANGE  ACT"),  and the rules and  regulations  of the
Commission  promulgated  thereunder  and have been prepared in  accordance  with
United  States  generally  accepted  accounting  principles  applied  on a basis
consistent  throughout the periods indicated and consistent with each other. The
Company  Financials  present fairly and  accurately the financial  condition and
operating  results of the Company in all  material  respects as of the dates and
during the  periods  indicated  therein  and are  consistent  with the books and
records of the Company.

          (h)  COMMISSION  FILINGS.  The Company  has made all filings  with the
Commission  that it has been required to make under the  Securities  Act and the
Exchange Act amended (the "SEC FILINGS").  As of their respective  filing dates,
such filings  already  filed by the Company or to be filed by the Company  after
the date hereof but before the Closing Date complied or, if filed after the date
hereof,  will  comply in all  material  respects  with the  requirements  of the
Securities  Act and the  Exchange  Act,  and the  rules and  regulations  of the
Commission promulgated  thereunder,  as the case may be, and none of the filings
with the Commission contained or will contain any untrue statement of a material
fact or omitted or will omit any material fact required to be stated  therein or
necessary to make the statements made therein,  in light of the circumstances in
which they were made,  not  misleading,  except to the extent such  filings have
been all prior to the date of this Agreement corrected, updated or superseded by
a document subsequently filed with Commission.

          (i)  NON-CONTRAVENTION.  The execution and delivery of this  Agreement
and each of the other Primary Documents,  and the consummation by the Company of
the  transactions  contemplated  by this Agreement and each of the other Primary
Documents,  do not and will not  conflict  with,  or  result  in a breach by the
Company  of, or give any third  party  any right of  termination,  cancellation,
acceleration  or  modification  in or  with  respect  to,  any of the  terms  or
provisions of, or constitute a default under,  (A) its Articles of Incorporation
or Bylaws,  as amended  through the date  hereof,  (B) any  material  indenture,
mortgage,  deed of trust,  lease or other  agreement or  instrument to which the
Company is a party or by which it or any of its  properties or assets are bound,
or (C) any existing  applicable  law,  rule,  or  regulation  or any  applicable
decree, judgment or order of any court or federal, state, securities industry or
foreign regulatory body,  administrative  agency, or any other governmental body
having  jurisdiction  over the  Company  or any of their  properties  or  assets
(collectively, "LEGAL Requirements"), other than those which have been waived or
satisfied on or prior to the Closing.

          (j)  APPROVALS AND FILINGS. Other than the completion of the filing of
the Series C Certificate of Designation,  no authorization,  approval or consent
of  any   court,   governmental   body,   regulatory   agency,   self-regulatory
organization,  stock  exchange or market or the  stockholders  of the Company is
required to be obtained by the Company for the entry into or the  performance of
this Agreement and the other Primary Documents.


                                       5
<PAGE>


          (k)  COMPLIANCE WITH LEGAL REQUIREMENTS.  The Company has not violated
in any material  respect,  and is not currently in material  default under,  any
Legal Requirement  applicable to the Company, or any of the assets or properties
of the  Company,  where such  violation  could  reasonably  be  expected to have
material adverse effect on the business or financial condition of the Company.

          (l)  PERMITS.  The Company has all  permits,  licenses and any similar
authority  necessary for the conduct of its business as now conducted,  the lack
of which  would  materially  and  adversely  affect the  business  or  financial
condition of such  company.  The Company is not in default in any respect  under
any of such permits, licenses or similar authority.

          (m)  ABSENCE  OF  LITIGATION.  There is no action,  suit,  proceeding,
inquiry  or  investigation  before or by any  court,  public  board or body,  or
arbitration  tribunal  pending or, to the Knowledge of the Company,  threatened,
against or affecting the Company,  in which an unfavorable  decision,  ruling or
finding  would  have a  material  adverse  effect on the  properties,  business,
condition (financial or other) or results of operations of the Company, taken as
a whole, or the  transactions  contemplated by the Primary  Documents,  or which
would adversely  affect the validity or  enforceability  of, or the authority or
ability of the Company to perform its obligations  under, the Primary Documents.
All references to the  "KNOWLEDGE OF THE COMPANY" in this  Agreement  shall mean
the actual  knowledge  of the Company or the  knowledge  that the Company  could
reasonably  be  expected  to  have,  after  reasonable   investigation  and  due
diligence.

          (U)  AGENT FEES.  The Company has not incurred any  liability  for any
finder's  or  brokerage  fees or  agent's  commissions  in  connection  with the
transactions  contemplated  by this  Agreement,  except  from any agent that has
agreed in writing not to seek any compensation from the Purchaser.

          (V)  PRIVATE  OFFERING.  Subject to the  accuracy  of the  Purchaser's
representations  and  warranties  set forth in Section 2 hereof,  (i) the offer,
sale and  issuance of the  Securities,  and (ii) the  issuance  of Common  Stock
pursuant to the conversion of such  securities  into shares of Common Stock,  as
contemplated  by  the  Primary  Documents,  are  exempt  from  the  registration
requirements  of the Securities Act. The Company agrees that neither the Company
nor anyone acting on its behalf will offer any of the  Securities or any similar
securities for issuance or sale, or solicit any offer to acquire any of the same
from anyone so as to render the issuance and sale of such securities  subject to
the registration requirements of the Securities Act. The Company has not offered
or sold the  Securities  or any of its other  securities  by any form of general
solicitation or general advertising, as such terms are used in Rule 502(c) under
the Securities Act.

          (W)  FULL  DISCLOSURE.  The  representations  and  warranties  of  the
Company set forth in this  Agreement  do not contain any untrue  statement  of a
material  fact or omit  any  material  fact  necessary  to make  the  statements
contained herein, in light of the circumstances  under which they were made, not
misleading.





                                       6
<PAGE>



     4.   CERTAIN COVENANTS, ACKNOWLEDGMENTS AND RESTRICTIONS

          (a)  TRANSFER  RESTRICTIONS.   The  Purchaser  acknowledges  that  (i)
neither the  Securities  nor the Common Stock  issuable  upon  conversion of the
Series C Preferred Stock have been registered under the Securities Act, and such
securities may not be transferred unless (A) subsequently  registered thereunder
or (B) they are transferred pursuant to an exemption from such registration, and
(ii) any sale of the  Securities or the Common Stock  issuable upon  conversion,
exercise or exchange thereof  (collectively,  the "SECURITIES") made in reliance
upon  Rule 144  under  the  Securities  Act  ("RULE  144")  may be made  only in
accordance  with the terms of said Rule 144. The  provisions of Section 4(a) and
4(b) hereof,  together with the rights of the Purchaser under this Agreement and
the other Primary Documents,  shall be binding upon any subsequent transferee of
the Series C Preferred Stock.

          (b)  RESTRICTIVE  LEGEND. The Purchaser  acknowledges and agrees that,
until  such  time  as the  Securities  shall  have  been  registered  under  the
Securities Act or the Purchaser  demonstrates to the reasonable  satisfaction of
the Company and its counsel that such registration  shall no longer be required,
such  Securities  may be subject to a  stop-transfer  order  placed  against the
transfer of such Securities, and such Securities shall bear a restrictive legend
in substantially the following form:

         THESE  SECURITIES  (INCLUDING ANY UNDERLYING  SECURITIES) HAVE NOT BEEN
         REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THEY MAY NOT
         BE  SOLD,  OFFERED  FOR  SALE,   PLEDGED,   HYPOTHECATED  OR  OTHERWISE
         TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO
         THE  SECURITIES  UNDER  SAID  ACT OR AN  OPINION  OF  COUNSEL  OR OTHER
         EVIDENCE REASONABLY  SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
         SHALL NO LONGER BE REQUIRED.

                  The  Purchaser  further   acknowledges  and  agrees  that  the
certificates  evidencing  the Series C Preferred  Stock shall bear a restrictive
legend in substantially the following form:

         THE  SECURITIES  EVIDENCED BY THIS  CERTIFICATE  ARE SUBJECT TO CERTAIN
         RESTRICTIONS  UNDER AN ASSET SALE AGREEMENT  DATED NOVEMBER 19, 2002, A
         COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN
         LEISURE HOLDINGS, INC.

          (c)  FILINGS.  The Company undertakes and agrees that it will make all
required  filings in connection with the sale of the Securities to the Purchaser
as  required  by federal  and state  laws and  regulations,  or by any  domestic
securities exchange or trading market, and if applicable, the filing of a notice
on Form D (at  such  time  and in such  manner  as  required  by the  rules  and
regulations of the  Commission),  and to provide copies thereof to the Purchaser
promptly  after such filing or filings.  With a view to making  available to the
holders  of the  Securities  the  benefits  of Rule  144 and any  other  rule or
regulation  of the  Commission  that may at any time  permit such holder to sell
securities of the Company to the public  without  registration  or pursuant to a
registration  on Form S-3 or Form SB-2,  the Company shall (a) at all times make


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<PAGE>

and keep public information available, as those terms are understood and defined
in Rule 144, (b) file on a timely basis with the Commission all information that
the  Commission  may require  under either of Section 13 or Section 15(d) of the
Exchange Act and, so long as it is required to file such  information,  take all
actions that may be required as a condition to the  availability of Rule 144 (or
any  successor  exemptive  rule  hereafter in effect) with respect to the Common
Stock;  and (d) furnish to any holder of the  Securities  forthwith upon request
(i) a written  statement by the Company as to its compliance  with the reporting
requirements  of Rule 144,  (ii) a copy of the most recent  annual or  quarterly
report of the Company as filed with the Commission,  and (iii) any other reports
and documents that a holder of the Securities may reasonably request in order to
avail itself of any rule or regulation of the Commission allowing such holder to
sell any such Securities without registration.

          (d)  RESERVATION  OF COMMON STOCK.  The Company will at all times have
authorized  and  reserved  for the  purpose of issuance a  sufficient  number of
shares of Common Stock to provide for the  conversion  of the Series C Preferred
Stock.

          (e)  REGISTRATION REQUIREMENT.  At the time of the Closing, holders of
the Securities and the Company shall execute a registration  rights agreement in
the form attached hereto as Exhibit B (the "REGISTRATION RIGHTS AGREEMENT").

          (f)  RETURN OF CERTIFICATES ON CONVERSION.  Upon any conversion by the
Purchaser of less than all of the Series C Preferred Stock pursuant to the terms
of the Series C Certificate of Designation,  the Company shall issue and deliver
to the Purchaser,  within seven  business days of the date of conversion,  a new
certificate or  certificates  for, as applicable,  the total number of shares of
the Series C Preferred Stock, which the Purchaser has not yet elected to convert
(with the number of and  denomination of such new  certificate(s)  designated by
the Purchaser).

          (g)  REPLACEMENT  CERTIFICATES.  The  certificate(s)  representing the
shares  of the  Series  C  Preferred  Stock  held  by  the  Purchaser  shall  be
exchangeable,  at the option of the  Purchaser at any time and from time to time
at  the  office  of  Company,  for  certificates  with  different  denominations
representing, as applicable, an equal aggregate number of shares of the Series C
Preferred  Stock as requested by the Purchaser  upon  surrendering  the same. No
service charge will be made for such registration or transfer or exchange.

     5.   CONDITIONS TO THE COMPANY'S OBLIGATION TO ISSUE THE SHARES

          The Purchaser understands  that the Company's  obligation to issue the
Securities  at the  Closing  to the  Purchaser  pursuant  to this  Agreement  is
conditioned upon the following, unless waived in writing by the Company:

          (a)  The accuracy at the Closing of the representations and warranties
of the Purchaser  contained in this  Agreement as if made at the Closing and the
performance  by the  Purchaser  on or before the  Closing of all  covenants  and
agreements of the Purchaser required to be performed on or before the Closing.


                                       8
<PAGE>


          (b)  The  absence  or  inapplicability  at the  Closing of any and all
laws,   rules  or  regulations   prohibiting  or  restricting  the  transactions
contemplated  hereby,  or  requiring  any  consent or  approval,  except for any
stockholder or Board of Director approval or consent  contemplated herein, which
shall not have been obtained.

          (c)  The  delivery of the  Conveyance  Documents  contemplated  by the
Asset Sale Agreement.

     6.   CONDITIONS TO THE PURCHASER'S OBLIGATION TO PURCHASE THE SHARES

          The Company  understands  that the Purchaser's  obligation to purchase
the Securities at the Closing is conditioned upon each of the following,  unless
waived in writing by the Purchaser:

          (a)  The accuracy at the Closing of the representations and warranties
of the Company  contained in this  Agreement as if made at the Closing,  and the
performance  by the  Company  on or before  such  Closing of all  covenants  and
agreements of the Company required to be performed on or before the Closing.

          (b)  The Company  shall have  executed and  delivered to the Purchaser
certificates  for the  Securities  in  conformity  with the terms hereof and the
additional  documents and  instruments  contemplated by the Asset Sale Agreement
and the Registration Rights Agreement.

          (c)  At the  Closing,  the  Purchaser  shall  have  received  from the
Company such other certificates and documents as it or its  representatives,  if
applicable,  shall reasonably request,  and all proceedings taken by the Company
or the Board of Directors of the Company, as applicable,  in connection with the
Primary Documents contemplated by this Agreement and the other Primary Documents
and all  documents  and  papers  relating  to such  Primary  Documents  shall be
satisfactory to the Purchaser.

          (d)  All  regulatory  approvals  or  filings,  if  any,  necessary  to
consummate the transactions  contemplated by this Agreement shall have been made
as of each Closing Date.

          (e)  The  Purchaser  shall have  received a legal  opinion from Nevada
counsel,  within  45 days  following  the  Closing  date,  in form  and  content
acceptable to the Purchaser.  The Company shall be solely  responsible for legal
fees  up to a  maximum  of  $2,000.00  in the  aggregate  for  the  transactions
involving  Stanford  Venture  Capital  Holdings,  Inc., AYA Partners,  Ltd., and
Purchaser, with respect to said legal opinion. Legal fees greater than $2000.00,
if any, with respect to said legal opinion shall be the obligation of Purchaser.

          (f)  The Purchaser shall have received customary officer and secretary
certificates, in form and content acceptable to the Purchaser.



                                       9

<PAGE>


     7.   FEES AND EXPENSES

          The Company and the  Purchaser  shall bear their own costs,  including
attorney's fees,  incurred in the negotiation of this Agreement and consummating
of the transactions contemplated herein.

     8.   SURVIVAL

          The  agreements,  covenants,  representations  and  warranties  of the
Company and the  Purchaser  shall  survive the  execution  and  delivery of this
Agreement and the delivery of the Securities  hereunder for a period of eighteen
months from the date of the Closing,  except that the Company's  representations
and  warranties  contained in Section 3(b) shall survive until the Purchaser and
any of its affiliates  are no longer holders of any of the Securities  purchased
hereunder.

     9.   INDEMNIFICATION

          (a)  The Company and the Purchaser  (each in such capacity  under this
section, the "INDEMNIFYING  PARTY") agrees to indemnify the other party and each
officer, director, employee, agent, partner,  stockholder,  member and affiliate
of such other party (collectively, the "INDEMNIFIED PARTIES") for, and hold each
Indemnified  Party harmless from and against:  (i) any and all damages,  losses,
claims,  diminution  in value  and  other  liabilities  of any and  every  kind,
including,  without limitation,  judgments and costs of settlement, and (ii) any
and all  reasonable  out-of-pocket  costs and  expenses  of any and every  kind,
including, without limitation,  reasonable fees and disbursements of counsel for
such Indemnified Parties (all of which expenses periodically shall be reimbursed
as incurred), in each case, arising out of or suffered or incurred in connection
with any of the following, whether or not involving a third party claim: (a) any
misrepresentation  or any breach of any warranty made by the Indemnifying  Party
herein  or  in  any  of  the  other  Primary   Documents,   (b)  any  breach  or
non-fulfillment  of any covenant or  agreement  made by the  Indemnifying  Party
herein or in any of the other Primary Documents, or (c) any claim relating to or
arising out of a violation of applicable federal or state securities laws by the
Indemnifying  Party in connection with the sale or issuance of the Securities by
the Indemnifying Party to the Indemnified Party (collectively,  the "INDEMNIFIED
LIABILITIES").  To the extent that the foregoing undertaking by the Indemnifying
Party may be unenforceable for any reason, the Indemnifying Party shall make the
maximum  contribution to the payment and satisfaction of each of the Indemnified
Liabilities which is permissible under applicable law.

          No  indemnification  shall be payable  in  respect of any  Indemnified
Liability (i) where the claiming  Indemnified  Party had actual  knowledge of or
notice from  information  set forth in the schedules  hereto of the facts giving
rise to such  Indemnified  Liability  prior to the  Closing  or (ii)  where such
Indemnified Party entered into a settlement of an Indemnified  Liability without
the prior written consent of the applicable Indemnifying Party.




                                       10
<PAGE>


     10.  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
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

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

     11.  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  federal  courts of  Florida  or the state  courts of the State of  Florida,
Miami-Dade  County 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.





                                       11
<PAGE>


     12.  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.

          (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.





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                                       12
<PAGE>


         IN WITNESS WHEREOF,  this Securities  Purchase  Agreement has been duly
executed by each of the undersigned as of the 29th day of January, 2003.


                                                AMERICAN LEISURE HOLDINGS, INC.



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



                                                TED GERSHON


                                                By: S/TED GERSHON















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