Exhibit 10.33

                                 PROMISSORY NOTE
                                 ---------------

AMOUNT: $2,515,000.00                                     DATE: January 31, 2000

     FOR VALUE RECEIVED, and intending to be legally bound hereby, SUNSTONE GOLF
RESORT,  INC., a Florida corporation having an address of 5260 West Irlo Bronson
Highway,  Suite  US-120, Kissimmee, Florida 34746 ("DEBTOR"), promises to pay to
the  order  of  ARVIMEX,  INC.,  a  Jersey,  Channel Islands corporation with an
address of Union House, Union Street, Jersey, Channel Islands (the "PAYEE"), the
principal  sum  of  TWO  MILLION  FIVE  HUNDRED  FIFTEEN  THOUSAND  DOLLARS
($2,515,000.00),  along  with  interest  accrued,  thereon at the rate of twelve
percent (12%) per annum. The principal balance and all accrued interest thereon,
if  not  paid sooner, shall be paid by DEBTOR to PAYEE no later than January 31,
2002.

     The  DEBTOR  shall  have the right to prepay this Note at any time, without
penalty.  All  payments  made  hereunder,  including prepayments, shall first be
applied  to  interest,  with  the remainder applied to principal. All sums to be
paid  to  the  PAYEE  under this Note shall be paid directly to the PAYEE at the
PAYEE'S  address first above written on the day when due, in lawful money of the
United  States  of  America  and in immediately available funds, without setoff,
counterclaim  or  other deduction of any nature and without presentment, demand,
protest  or  notice of any kind, all of which are hereby expressly waived by the
DEBTOR.  If  not  paid  sooner, all amounts due hereunder shall be paid no later
than  January  31,  2002,  and  any  action  therefor  shall immediately accrue.

     This  Note  is the promissory note referenced as the "ARVIMEX Note" in that
certain  Agreement - Sunstone Project dated as of January 1, 2000 by and between
PAYEE,  American  Leisure,  Inc.  and  Raster  Investments, Inc., as well as the
promissory  note  referenced  in  that  certain  Security Agreement of even date
herewith  between  the  parties  hereto and Raster Investments, Inc. (all of the
above  referenced  documents  collectively  referred  to  herein  as  the  "Loan
Documents").  DEBTOR  acknowledges that the repayment obligation under this Note
is  secured by a second lien upon all of the DEBTOR'S assets as set forth in the
aforesaid  Security  Agreement,  and  which  lien may be further subordinated as
provided  in  the Loan Documents, but which lien shall in all events be equal in
priority  to the Hen granted to Raster Investments, Inc. by the DEBTOR under the
said  Security  Agreement  and  the  promissory  note  between DEBTOR and Raster
Investments,  Inc.  of  even  date herewith. Upon payment in full of all amounts
owed  PAYEE  hereunder,  PAYEE  shall  cancel  this Note and forward the same to
DEBTOR  and  PAYEE'S  Hen against all the assets of DEBTOR pledged as collateral
for  the  loan  shall  be  terminated  and  released.

     Each  of  the  following shall constitute an event of default (a "Default")
under  this  Note:

          (a)  The  DEBTOR shall fail to pay when due any sums due hereunder, or
     otherwise  breach any term of this Note or the Loan Documents, or otherwise
     breach  the terms of any other agreement or contract between the DEBTOR and
     the  PAYEE;

          (b)  The  DEBTOR  shall  cease  doing  business  as  a  going concern;

          (c)  The  commencement  by  or  against  the  DEBTOR of a voluntary or
     involuntary  case  under any applicable bankruptcy code or law, as amended;

          (d)  The  initiation by or against the DEBTOR of any other proceedings
     for reorganization, arrangement, readjustment or similar arrangement of any
     of  its  debts under any other law for the relief of debtors whether now or
     hereafter  existing;

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          (e)  The  appointment  of  a  receiver,  custodian, trustee or similar
     official  for  the  DEBTOR  or  for  a  majority  or  all  of its assets or
     properties;

          (f)  The  institution  by  the  DEBTOR  of  any  proceeding  for  its
     dissolution  or  full  or  partial  liquidation;  or

          (g) The institution of any involuntary proceedings for the dissolution
     or  full  or  partial  liquidation  of  the  DEBTOR.

     Should  DEBTOR  fail  to pay all amounts due hereunder on or before January
31,  2002,  then  DEBTOR  shall pay to PAYEE a late charge in an amount equal to
five  percent (5%) of such overdue amount. Such late charge shall be in addition
to  any  other  rights  or  remedies  PAYEE  may  have  under  this  Note.

     Upon  any  Default, the entire unpaid principal balance of this Note, along
with  any  and  all  accrued interest thereon and all other sums owing hereunder
shall,  at  the  option  of  the  PAYEE  and  upon notice to the DEBTOR, 'become
immediately  due and payable. If the PAYEE retains the services of legal counsel
in connection with any Default hereunder or to enforce a remedy under this Note,
reasonable  attorneys'  fees  shall  be payable by the DEBTOR to PAYEE, and such
fees  shall be added to the amount due under this Note. The DEBTOR shall pay all
costs  incurred  by PAYEE in connection with any proceedings to recover any sums
due  hereunder.

     The  remedies  of  PAYEE  as  provided  herein  shall  be  cumulative  and
concurrent,  and  may  be  pursued singly, successively, or together against the
DEBTOR at the sole discretion of the PAYEE, and the failure to exercise any such
rights  or  remedy  shall in no event be construed as a waiver or release of the
same.

     The  PAYEE  shall  not  be deemed, by any act of omission or commission, to
have  waived  any  of  its rights or remedies hereunder unless such waiver is in
writing  and  signed  by the PAYEE, and then only to the extent specifically set
forth  in writing. A waiver as to one event shall not be construed as continuing
or  as  a  bar  to  or  waiver  of any right or remedy as to a subsequent event.

     If  any  clause  or  provision herein contained shall operate to invalidate
this Note, in whole or in part, then such clause or provision only shall be held
for  naught  as though not herein contained and the remainder of this Note shall
remain  operative  and  in  full  force  and  effect.

     Any  notice  or  demand required hereunder shall be in writing and shall be
delivered  either  in person, by facsimile transmission, overnight courier or by
certified  mail,  postage  prepaid,  return  receipt requested, to the addresses
first  above  written.  All  notices  and  other  communications shall be deemed
effective  when  delivered  in  person, when received by registered or certified
mail  or  overnight courier, when transmitted by facsimile transmission during a
business  day  or  when  refused  by  the  addressee, whichever the case may be.

     The  obligations  of  the  DEBTOR  hereunder  shall  extend to and bind the
DEBTOR'S  predecessors,  successors,  assigns and any affiliated entity, and the
benefits  hereof  shall  inure  to  the  successors and permitted assigns of the
PAYEE.

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     The  Note  shall  be deemed made under and governed by the internal laws of
the  State  of  Florida  in all respects without regard to the conflicts of laws
principles  thereof.

     Wherever possible, each provision of this Note shall be interpreted in such
manner  as  to be effective and valid under applicable law, but if any provision
of  this  Note  or  portion thereof shall be prohibited by or invalid under such
law,  such  provision  shall be ineffective to the extent of such prohibition or
invalidity,  without  invalidating  the  remainder  of  such  provision  or  the
remaining  provisions  of  this  Note.

     An  executed  copy  of  this Note received by way of facsimile transmission
shall  be  deemed to he an original, enforceable and admissible for all purposes
as  may  be  necessary  under  the  terms  hereof.
This Note is intended as an instrument under seal.

     WITNESS  the  due execution and sealing hereof as of the day and year first
written  above.

                                        SUNSTONE  GOLF  RESORT,  INC.

Attest

                                        By:  /s/  Malcolm  J.  Wright  (SEAL)
                                           ----------------------------
                                           Malcolm J. Wright, President
By: /s/ Stephen L. Parker
    ---------------------
    Stephen L. Parker, Secretary

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                            ALLONGE TOPROMISSORY NOTE
                            -------------------------

THIS  ALLONGE  is  made to, shall be attached to, and shall constitute a part of
that  certain  Promissory Note dated January 31, 2000, in the original principal
amount  of  $2,515,000.00,  made  by  SUNSTONE  GOLF  RESORT,  INC.,  a  Florida
corporation  ("Borrower"),  in favor of ARVIMEX, INC., a Panamanian corporation,
which  Note  has  been  amended  by  virtue  of  that  certain Note and Mortgage
Modification Agreement dated March 31, 2003 (together, the "Note"), for purposes
of  the  endorsement  of  the  Note,  as  set  forth  herein:

     PAY  TO  THE  ORDER  OF  STANFORD VENTURE CAPITAL HOLDINGS, INC., WITH FULL
     RECOURSE  AND  WITH  ALL  WARRANTIES OF EVERY KIND WHATSOEVER, STATUTORY OR
     OTHERWISE,  INCLUDING,  WITHOUT  LIMITATION, THOSE WARRANTIES EXPRESSLY SET
     FORTH  IN  THE  ASSIGNMENT  OF  NOTE  AND  MORTGAGE  OF EVEN DATE HEREWITH.

Dated this 20 day of January, 2004.

                                             ARVIMEX,  INC.,
                                             a  Panamanian  corporation

                                             By:  /s/  Roger  Maddock
                                                ---------------------
                                             Name:  Roger  Maddock
                                             Title:  Director  and  Treasurer

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