ASSET SALE AGREEMENT


         THIS ASSET SALE AGREEMENT (the  "AGREEMENT") is made as of this 29h day
of January  2003,  by and  among,  American  Leisure  Holdings,  Inc.,  a Nevada
corporation (the "PURCHASER") and Charles Ganz ("GANZ").


                                    RECITALS


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

         WHEREAS, GANZ has previously purchased a Secured Promissory Note, which
is  currently  past due, of  Intercallnet,  Inc.  (the  "NOTE") in the  original
principal amount of $250,000.00  under which a principal  balance of $239,488.00
is outstanding; and

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

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


                                    AGREEMENT

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

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

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

3.   Purchase  Consideration.   The  parties  hereto  agree  that  the  purchase
consideration  for the Assets is the issuance of 2,385 shares of its 4% Series C
Convertible  Redeemable  Preferred Stock (the "SERIES C PREFERRED  Stock"),  the
terms of which are set  forth in the  Certificate  of  Designation  attached  as
Exhibit C hereto and 10,000 shares of Common Stock. The Purchaser shall issue to
GANZ at the Closing  certificates  representing  an aggregate of 2,385 shares of
its duly authorized and issued, fully paid and non-assessable Series C Preferred
Stock and  10,000  shares of its duly  authorized  and  issued,  fully  paid and
non-assessable Common Stock.

4.   Closing. The closing of the purchase and sale of the Purchased Assets shall
be held at a mutually  agreeable  time on November 19, 2002.  If the closing has
not occurred  within ninety (90) days following the date hereof through no fault
of the  Purchaser,  this  Agreement  and  Securities  Purchase  Agreement  shall
terminate and be of no further force or effect. The Closing



                                       1
<PAGE>

shall  take place at the  offices  of Hatton &  Associates,  P.A.,  counsel  for
Purchaser,  at 2250 S.W. 3rd Avenue, 5th Floor,  Miami,  Florida 33129, at 10:00
a.m. on the date established for Closing.


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

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

7.   Deliveries  of  Purchaser  at Closing.  At the  Closing,  unless  otherwise
indicated,  Purchaser shall deliver to GANZ the following:  (i) certificates for
the 2,385 shares of Series C Preferred Stock and for 10,000 shares of its Common
Stock  registered in the name of GANZ, to be provided  within 10 days  following
the date of Closing; (ii) an executed. Registration Rights Agreement in the form
of Exhibit D hereto; (iii) an executed Securities Purchase Agreement,  dated the
date of the Closing,  in the form of Exhibit E hereto;  (iv) an  Assignment  and
Assumption  Agreement  within 45 days  following  the date of  closing,  whereby
Purchaser  will assume and agree to pay amounts due or becoming due under leases
of the Assets from Hewlett  Packard or its  affiliates  (which  amounts shall be
deducted  from the Series C Preferred  Shares to be issued to  Stanford  Venture
Capital Holdings,  Inc.) and under operating leases from Sunrise;  (v) a maximum
of two thousand ($2,000.00) dollars in the aggregate, which shall be tendered to
the counsel of Stanford Venture Capital Holdings, Inc., towards the payment of a
legal opinion of Nevada  counsel to the Purchaser,  addressed to GANZ,  Stanford
Venture Capital Holdings,  Inc., and Ted Gershon,  to be obtained within 45 days
following the date of Closing; and (v) such other documents as may be reasonably
requested  by GANZ in order to evidence  the  consummation  of the  transactions
contemplated herein.


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

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


IF TO CHARLIE GANZ:

Attn : Charles B. Ganz
2780 NE 183rd Street, Suite 1206
Aventura, Florida 33160

IF TO THE PURCHASER:

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


                                       2
<PAGE>


WITH A COPY TO:

Raice Paykin & Krieg, LLP
185 Madison Avenue, 10th Floor
New York, NY 10016
Attn: James G. Smith, Esq.
Telephone: (212) 725-0322
Facsimile: (212) 684-9022

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

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

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

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

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

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

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

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

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



<PAGE>

                                       3

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

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

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




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



CHARLIE GANZ




By: S/ CHARLIE GANZ





AMERICAN LEISURE HOLDINGS, INC.





By S/ M J WRIGHT

      President





                                       4
<PAGE>