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 Stanford Venture Capital Holdings,
Inc., a Delaware corporation (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 as of November 20, 2002 among the
Company,  the  Purchaser  and Call  Center  Acquisition  LLC, a Florida  limited
liability company (the ASSET SALE AGREEMENT")  23,850 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 100,000  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 23,850 shares of Series
C Preferred Stock and 100,000 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").



                                       1
<PAGE>



         2.       REPRESENTATIONS AND WARRANTIES OF THE 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.

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<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) 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
B Preferred Stock (of which 2,500 shares are issued and outstanding), and 28,000


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<PAGE>

shares are  designated  as Series C Preferred  Stock (of which as of the Closing
27,191 shares shall be issued and  outstanding).  The Company's SEC Filings 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,
except to the extent that  enforcement  of each of the Primary  Documents may be


                                       4
<PAGE>


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
September  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  until the first  anniversary  hereof 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 20, 2002, A
         COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN
         LEISURE HOLDINGS, INC.

From and after  November  20,  2003,  Purchaser  shall be entitled at no cost to
secure from the Company replacement certificates that do not bear this legend.


                  (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


                                       7
<PAGE>

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
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:



                                       8
<PAGE>


                  (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.

                  (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,  dated the Closing date, in form and content  acceptable to the
Purchaser.

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




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<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

                                       1
<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:                      Stanford Venture Capital Holdings, Inc.
                                         6075 Poplar Avenue
                                         Memphis, TN 38119
                                         Attention: James M. Davis, President
                                         Telephone: (901) 680-5260
                                         Facsimile: (901) 680-5265

         WITH A COPY TO:                 Adorno & Yoss, P.A.
                                         2601 S. Bayshore Drive, Suite 1600
                                         Miami, Florida 33133
                                         Attention: Seth P. Joseph
                                         Telephone: 305-860-7363
                                         Facsimile: 305-858-4777

         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,



                                       11
<PAGE>

including any objections  based on forum non conveniens,  to the bringing of any
such proceeding in such jurisdictions.

         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.



                                       12

                                       3
<PAGE>




         IN WITNESS  WHEREOF,  this  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




                                         STANFORD VENTURE CAPITAL HOLDINGS, INC.



                                         By:    S/W R FUSSELMANN
                                         Name:   William Fusselman
                                         Title:   Vice President