Exhibit 10.4



                                CREDIT AGREEMENT


     THIS  AGREEMENT  is  dated  as  of December 28, 2005, by and among Stanford
International  Bank,  Ltd.,  an  Antiguan  banking corporation ("Stanford"), and
Tierra  Del  Sol  Resort  Inc.,  a  Florida  corporation  ("Borrower").

     WHEREAS,  Borrower  and  certain  of its affiliates (collectively, the "TDS
Group") wish to construct a two-phase residential development (the "Project") on
a  certain  parcel of real property owned in the name of Borrower, consisting of
approximately  122  acres  located  on U.S. Highway 27 approximately three miles
north of Interstate 4 in Polk County, Florida (the "Property"); and

     WHEREAS,  KeyBank  National  Association,  a  national  banking association
("Key"),  has agreed to provide construction and other financing for the Project
pursuant  to  certain  agreements  of even date herewith between Key and the TDS
Group (collectively, the "Loan Documents"); and

     WHEREAS,  it is a condition of the Loan Documents that the TDS Group either
(i) provide certain irrevocable standby letters of credit for the Project issued
or  confirmed  by  a  first-class  bank  in  stated  amounts  of  $4,000,000 and
$2,000,000,  respectively,  and  invest  $2,100,000  cash in the Project or (ii)
invest $8,100,000 cash in the Project; and

     WHEREAS,  Stanford is willing to provide the required letters of credit and
to loan the required $2,100,000 pursuant to the terms and conditions hereof, and
Borrower is agreeable to same.

     NOW  THEREFORE,  in  consideration of the mutual covenants contained herein
and  other good and valuable consideration, the receipt and sufficiency of which
are  hereby acknowledged, the parties agree that the foregoing recitals are true
and correct and further agree as follows:

     1.  Immediately  upon the execution of this Agreement, Stanford shall cause
to  be  issued  by  Toronto Dominion Bank in favor of Key a 24-month irrevocable
standby letter of credit in the stated amount of $4,000,000 in the form attached
as  Exhibit  "A" ("LC 1") and a 12-month irrevocable standby letter of credit in
the stated amount of $2,000,000 in the form attached as Exhibit "B" ("LC 2") (LC
1 and LC 2 are each referred to as an "LC" and collectively as the "LCs").

     2.  Each  LC  may be terminated before its expiration only upon delivery to
Stanford of written notice from Key to the effect that the LC may be terminated.

     3.  For so long as each LC is outstanding, Borrower shall pay to Stanford a
monthly fee equal to 1% of the stated amount of the LC (the "Basic LC Fee"). The
Basic  LC  Fee  for  each LC shall be payable in arrears on the 28th day of each
month  while  the  LC  is outstanding, with the first Basic LC Fees being due on
January  28,  2006.  In  addition,  immediately  upon  expiration or the earlier
termination  of  each  LC, Borrower shall pay to Stanford an additional fee (the

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"Additional  LC Fee") equal to three percent of the initial stated amount of the
LC, provided that the Additional LC Fee is paid within six months of the date of
this Agreement. The Additional LC Fee shall increase by one percentage point for
each  month  in which the LC is outstanding after six months, effective June 29,
2006,  and  the  29th  day  of  each  month  thereafter. For example, if LC 1 is
terminated  on  August 15, 2006, then the Additional LC Fee payable with respect
to  LC  1  shall  be  $200,000  (five  percent  of the $4,000,000 initial stated
amount).  Hereafter the Basic LC Fees and the Additional LC Fees are referred to
collectively  as the "LC Fees." All past due LC Fees shall accrue interest at an
annual rate of 12%.

     4.  The  Borrower  shall  cause  all deposits made after the date hereof by
purchasers  of the 18 currently unsold Project townhouse units to be paid to Key
immediately upon receipt to the extent permitted by law.

     5.  Immediately  upon  the execution of this Agreement, Stanford shall loan
$2,100,000 to Borrower by delivering the funds to Key on behalf of Borrower (the
"Stanford  Loan"). In consideration of the Stanford Loan, Borrower shall execute
and  deliver  in  favor  of  Stanford  a promissory note in the form attached as
Exhibit  "C,"  with a two-year term and a principal amount of $2,100,000 bearing
interest at an annual rate of 12%, payable monthly in arrears on the 28th day of
each  month,  with  the  first  payment due and payable on January 28, 2006 (the
"Note"). Immediately upon the earlier of maturity of the Note or payment in full
of  the Note, the Borrower shall pay to Stanford a fee (the "Loan Fee") equal to
three  percent  of  the Stanford Loan amount, plus one percentage point for each
month  in  which  the  Note  is outstanding after six months, effective June 29,
2006,  and  the  29th  day of each month thereafter. For example, if the Note is
paid  in full on September 18, 2006, then the Loan Fee payable shall be $126,000
(six  percent  of the Stanford Loan amount). If the Loan Fee is not timely paid,
then  the  amount  due  shall  accrue  interest  at  a  rate  of  12%  per year.
Notwithstanding  the  foregoing,  no Loan Fee shall be due in the event that the
Note is paid in full on or before January 11, 2006.

     6. Borrower shall immediately reimburse to Stanford the full amount of each
drawing  on  an LC (a "Drawing"). Any outstanding unreimbursed Drawings shall be
repaid with accrued interest at a rate of 12% per year.

     7.  In  order  to  secure its obligations to pay the LC Fees, the Note, the
Loan  Fees and the Drawings with interest (collectively, the "New Obligations"),
and  in  order  to  secure  payment  of all amounts due now and hereafter on the
$6,000,000  promissory  note dated as of December 18, 2003, issued by Borrower's
parent company American Leisure Holdings, Inc., a Nevada corporation ("AMLH") in
favor  of Stanford Venture Capital Holdings, Inc., which is now held by Stanford
(the  "2003  Note")  Borrower  shall cause the following to occur as of the date
hereof:

          a.  All  of  the  limited  partner interests in LP 1 and LP 2 shall be
     pledged by Borrower to Stanford to secure payment of the 2003 Note pursuant
     to  pledge  agreements  in form and substance satisfactory to Stanford (the
     "Pledge Agreements").

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          b.  Borrower's  affiliates  West Villas, Inc., Orlando Tennis Village,
     Inc., and Maingate Towers, Inc., all Florida corporations (collectively the
     "Bella  Citta  Companies")  shall  execute  and deliver to Stanford a first
     mortgage on a 40-acre parcel of real property adjacent to the Property (the
     "Bella  Citta  Property"),  in  form  and  substance acceptable to Stanford
     securing payment of the New Obligations and the 2003 Note (the "Mortgage");
     provided,  however,  that  the Mortgage shall be released in the event that
     the  LCs  are  released  and  the  New  Obligations  are  paid  in  full
     (notwithstanding that the 2003 Note remains unsatisfied).

          c.  AMLH  and  AMLH's  Chairman,  Malcolm  Wright,  and the Bella Cita
     Companies  shall  unconditionally  guarantee payment of the New Obligations
     pursuant  to the execution and delivery of a Guaranty in form and substance
     acceptable to Stanford.

     8. Each of the following shall constitute an "Event of Default" hereunder:

          a. Any Drawing on an LC.

          b.  Any  failure by Borrower to make a payment required hereunder when
     and  as  due  or  any  material breach of a non-monetary obligation of this
     Agreement  by Borrower, provided that such non-monetary breach is not cured
     within 5 days of written notice from Stanford to Borrower.

          c. Any event of default under the Note, the 2003 Note, the Mortgage or
     either of the Pledge Agreements.

     9.  Immediately  upon the occurrence of an Event of Default, in addition to
exercising  its  rights relating to the collateral described in Section 7 above,
Stanford  shall  be  entitled for 30 days following such occurrence to purchase,
directly or through its affiliates, any and all unsold units in the Project at a
price equal to the developer's cost to the extent permitted by Key.

     10.  Immediately upon the execution of this Agreement, Borrower shall cause
AMLH to issue to Stanford and/or or its designees five-year warrants to purchase
(i)  308,000  shares  of  AMLH's  common stock at an exercise price of $5.00 per
share;  and  (ii)  154,000 shares of AMLH's common stock at an exercise price of
$.001  per  share,  all  in  form  and  substance  acceptable  to  Stanford  and
accompanied  by a registration rights agreement in form and substance acceptable
to  Stanford.  In  addition,  immediately  upon the execution of this Agreement,
Stanford  will  cause  Stanford  Venture  Capital  Holdings, Inc. to release its
mortgage  on the Property, and Borrower shall cause Tierra Del Sol Resort (Phase
1),  Ltd.,  and  Tierra  Del  Sol  Resort  (Phase 2), Ltd., both Florida limited
partnerships  (the  "Partnerships")  to  issue  to Stanford and/or its designees
warrants  to purchase limited partner interests in the Partnerships representing
an  aggregate  2%  Partnership  Percentage  (as  defined  in  the  Partnerships'
partnership  agreements) at an aggregate exercise price of $200, all in form and
substance acceptable to Stanford.

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     11.  Immediately  upon  the execution of this Agreement, Borrower shall pay
and/or  reimburse  Stanford  for all reasonable expenses incurred by Stanford in
connection  with  this  Agreement  and  the  transactions  contemplated  hereby,
including,  but not limited to, attorneys' fees and expenses and title insurance
premiums.

     12.  Immediately  upon  the execution of this Agreement, Borrower's counsel
shall  deliver  to  Stanford  an  opinion  in  form  and substance acceptable to
Stanford,  confirming  the enforceability of this Agreement and the transactions
contemplated  hereby,  and  Borrower  shall  provide  or cause its affiliates to
provide such other documents as Stanford may reasonably request.

     13.  This  Agreement  shall be governed by Florida law and shall be binding
upon  the  parties  and  their  respective heirs, successors and assigns. In the
event  of litigation arising under this Agreement, the prevailing party shall be
entitled to recover from the non-prevailing party its reasonable attorneys' fees
and  expenses  incurred  in  connection  with  such  litigation  at  all levels,
including before the filing of suit.







                                           STANFORD INTERNATIONAL BANK,
                                           LTD.

                                           By: /s/ James M. Davis
                                              -------------------------
                                              James M. Davis

                                           TIERRA DEL SOL RESORT, INC.

                                           By: /s/ Malcolm J. Wright
                                              -------------------------

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