Exhibit 10.34

                         AMERICAN LEISURE HOLDINGS, INC
                              A NEVADA CORPORATION

                          REGISTRATION RIGHTS AGREEMENT

     THIS  REGISTRATION  RIGHTS  AGREEMENT,  dated  as  of January 23, 2004 (the
"AGREEMENT"),  is  entered into by and between AMERICAN LEISURE HOLDINGS, INC, a
Nevada  corporation  (the  "COMPANY"),  and ARVIMEX, Inc. and its successors and
assigns  (the  "INVESTOR")  as  the  proposed purchaser of certain shares of the
Company's  capital  stock.  Capitalized  terms not defined herein shall have the
meanings  ascribed  to them in the Securities Purchase Agreement (as hereinafter
defined).

     WHEREAS,  Investor  has  previously  loaned  the  Company  Two Million Five
Hundred  Fifteen  Thousand  Dollars  (U.S. $2,515,000.00) in connection with the
indebtedness  secured  by  the  Mortgage recorded in Official Records Book 4399,
Page  746,  of  the  Public  Records of Polk County, Florida, and the Company is
issuing  to  the  Investor a right to purchase an aggregate of 120,000 shares of
the  Company's  Common  Stock  at an exercise price of $0.001 per share expiring
December 31, 2008 and Warrants to purchase an aggregate of 270,000 shares of the
Company's  Common Stock al an exercise price of $2.% per share expiring December
31,  2008  (collectively,  the  "WARRANTS"};  and

     WHEREAS,  THE  Company  desires  to  grant to the Investor the registration
rights set forth herein with respect to the shares of Common Stock issuable upon
exercise  of the Warrants (the "WARRANT SHARES"), and the shares of Common Stock
issued  as  a  dividend or other distribution with respect to the Warrant Shares
(the "DISTRIBUTION SHARES") (all the shares of the Warrants, the Warrant Shares,
and  the  Distribution Shares, collectively and interchangeably, are REFERRED to
herein  as  the  "SECURITIES").

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

     CERTAIN  DEFINITIONS

     As  used  herein  the term "REGISTRABLE SECURITY" means the Warrant Shares,
the  Conversion  Shares  and  the Distribution Shares, until (0 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  al! 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

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"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 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  tinder  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 lo Rule 144, the Company agrees from and after the date that it
registers  a  class  of  Covered Securities under the Securities Exchange Act of
1934,  as  amended,  lo:

          (a)  comply  with  the  provisions  of  paragraph  (c)(l) 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 the 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)  The  Company  agrees  that  it  will  prepare  and  file with the
Commission, (i) no later than August 15, 2004. a registration statement (on Form
S-l  or  SB-2,  or  other  appropriate  registration  statement  form) under the
Securities  Act (the "REGISTRATION STATEMENT") and maintain the effectiveness of
such  registration  statement until all of the securities offered thereunder are
sold.  The  Company  shall  use  diligent best efforts lo cause the Registration
Statement  to  become effective as soon as practical following the filing of the
Registration  Statement.  The  number  of  shares designated in the Registration
Statement  to  be  registered shall include 150% of the Warrant Shares and shall
include  appropriate  language  regarding  reliance  upon Rule 416 lo the extent
permitted  by  the  Commission.  The  Company  will  notify  the  Holders

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and its transfer agent of the effectiveness of the Registration Statement within
one Trading Day of such event.

          (b)  The  Company  will  maintain  the  Registration  Statement  or
post-effective  amendment  filed  under  this  Section  4  effective  under  the
Securities  Act  until  the earlier of (i) the date that none of the Registrable
Securities  covered  by such Registration Statement are or may become issued and
outstanding, (ii) the date that all of the Registrable Securities have been sold
pursuant  to such Registration Statement, (iii) the date all the Holders receive
an  opinion  of  counsel  to  the  Company,  which  counsel  shall be reasonably
acceptable to the Holders, that the Registrable Securities may be sold under the
provisions  of  Rule  144  without limitation as to volume, (iv) all Registrable
Securities  have been otherwise transferred to persons who may trade such shares
without  restriction  under  the Securities Act, and the Company has delivered a
new certificate or other evidence of ownership for such securities not bearing a
restrictive  legend,  or  (v)  two  years  from  the  Effective  Dale.

          (c)  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 4 and in complying with applicable
securities and blue-sky laws (including, without limitation, all attorneys' fees
of  the Company) shall be borne by the Company. The Company shall also reimburse
the fees and expenses of counsel to the Holders incurred in connection with such
counsel's  review  of  the  Registration  Statement  and  advice  concerning the
Registration  Statement  and its filing subject to a cap of $10,000. The Holders
shall  bear  the  cost  of  underwriting  and/or  brokerage  discounts, fees and
commissions,  if any, applicable to the Registrable Securities being registered.
The  Holders  and their counsel shall have a reasonable period, not to exceed 15
Trading  Days,  to  review  the proposed Registration Statement or any amendment
thereto,  prior to filing with the Commission, and the Company shall provide the
Holders  with  copies  of  any comment letters received from the Commission with
respect  thereto  within  two Trading Days of receipt thereof. The Company shall
quality 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 Company to file therein any general consent to
service  of  process.  1  he  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.

          (d)  The  Company  shall  not be required by this Section 4 to include
the  Registrable  Securities  in any Registration Statement which is to be filed
if,  in  the opinion of counsel for both the Holders and the Company (or, should
they  not agree, in the opinion of another counsel experienced in securities law
matters  acceptable  to  counsel  for  the Holders and the Company) the proposed
offering  or other transfer as to which such registration is requested is exempt
from  applicable  federal  and  state  securities  laws  and would result in all
purchasers  or  transferees  obtaining  securities  which  are  not  "restricted
securities,"  as  defined  in  Rule  144.

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          (e)  In  the event that (i) the Registration Statement is not filed by
the  Company  in  a  timely  manner  as  set  forth  in  Section 4(a); (ii) such
Registration  Statement does not become effective for any reason before December
31, 2004; or (iii) such Registration Statement is not maintained as effective by
the  Company for the period set forth in Section 4(b) above for any reason (each
a "REGISTRATION DEFAULT"), then the Company will issue to each of the Holders as
of  the first day of such Registration Default and for every consecutive quarter
in  which such Registration Default is occurring, as liquidated damages, and not
as  a penalty, warrants to purchase ten percent (10%) of the Warrants originally
issuable  to  the  Holders  under  the Warrant Purchase Agreement, upon the same
terms  and  conditions  therein  stated  ("DEFAULT  WARRANTS")  until  such
corresponding  Registration  Default  no  longer  exists ("LIQUIDATED DAMAGES"];
provided,  however, that the issuance of such Default Warrants shall not relieve
the Company from its obligations to register the Registrable Securities pursuant
to  this  Section.

     If  the  Company  does not issue the Default Warrants to the Holders as set
forth above, the Company will pay any Holder's reasonable costs of any action in
a  court of law to cause compliance with this Section 4(e), including reasonable
attorneys'  fees,  in  addition to the Default Warrants. The registration of the
Registrable  Securities  pursuant  to  this  Section shall not affect or limit a
Holder's  other  rights  or  remedies  as  set  forth  in  this  Agreement.

          (f)  The Company shall be precluded from including in any Registration
Statement  which  it  is  required  to file pursuant to this Section 4 any other
securities  apart  from  the  Registrable  Securities, without the prior written
consent  of  the  Holders.

          (g)  If,  at  any  time any Registrable Securities are not at the time
covered  by any effective Registration Statement, 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 its shares of
the  Common  Stock  (other  than  in  connection with a merger or other business
combination  transaction, or pursuant to Form S-8), 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 its best
efforts  to  include  in  such  registration  statement  all  or any part of the
Registrable  Securities  that  such  Holder  requests  to  be  registered.
Notwithstanding  the foregoing, if, in connection with any offering involving an
underwriting  of  the  Common  Stock  to  be issued by the Company, the managing
underwriter  shall  impose  a  limitation  on the number of shares of the Common
Stock included in any such registration statement because, in such underwriter's
judgment,  such  limitation  is necessary based on market conditions: (a) if the
registration  statement  is  for  a  public  offering of common stock on a "firm
commitment'1  basis  with  gross proceeds to the Company of at least $30,000,000
and  a  minimum  price  of $5.00 per share (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  the  Registrable  Securities 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 (t) 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
"REGISTRABLEPERCENTAGE");  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  lo  the

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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  10% 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 therefrom 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 he
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.

     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:

          (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 he 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 lo slate 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

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

          (i)  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

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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 therefore 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.

     7.   INDEMNIFICATION

          (u)  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.

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          (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  attorneys1  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 staled 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
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 (H) 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 me indemnifying party different from or in conflict with any legal
defenses  which  may  be  available  to  the

                                        8
<PAGE>

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
al!  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 tees and expenses to the
extent  it  is  finally judicially determined that such indemnified party is not
entitled  to  indemnification  hereunder.

     8.   CONTRIBUTION

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

                                        9
<PAGE>

     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
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
                                 2701 Spivey Lane
                                 Orlando, Florida 32837  Tel. No.: 407-421-6660
                                 Facsimile No.: 407-857-3598
     With  a  copy  to:          Nason, Yeager, Gerson, While & Lioce, P.A.
                                 1645 Palm Beach Lakes Boulevard, Suite 1200
                                 West Palm Beach, Florida 33401
                                 Attention: Alan I. Armour II, Esquire
                                 Facsimile No.: (561) 686-5442
     Investor:                   Arvimex,  Inc.
                                 Attention: Roger Maddock
                                 Roseville
                                 La Neuve Route
                                 St Brelade
                                 Jersey
                                 JL3 8BS
                                 Channel Islands
                                 Facsimile No.: (44) 1534 730610

                                       10
<PAGE>

     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  nut  enter  into  any  agreement  with  respect to its
securities  that  is inconsistent with the rights granted to the Holders in this
Agreement  or  otherwise  prevents  the  Company  from complying with all of its
obligations  hereunder.

     13.  GOVERNING  LAW;  JURISDICTION

     This  Agreement shall be governed by and interpreted in accordance with the
laws  of  the  State of Florida, without regard to its principles of conflict of
laws.  Any action or proceeding seeking to enforce any provision of, or based on
any right arising out of, this Agreement may be brought against any party in the
federal  courts of Florida or the state courts of the State of 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

                                       11
<PAGE>

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.

          (0   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.

                         [SIGNATURES ON FOLLOWING PAGE]

                                       12
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights
Agreement to be duly executed, as of this 23rd day of January, 2004.

                                        AMERICA  LEISURE  HOLDINGS,  INC.

                                        By: /s/  Malcolm  Wright
                                            ------------------
                                        Name:  Malcolm Wright
                                        Title:  President

                                        ARVIMEX-,INC.

                                        By: /s/  Roger  C.  Maddock
                                            --------------------
                                        Roger C. Maddock, Treasurer and Director

                                       13
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