Exhibit 10.2



                                 PROMISSORY NOTE

US$1,411,705                                                   Orlando,  Florida
                                                               December 30, 2005

     FOR  VALUE  RECEIVED, AMERICAN LEISURE HOLDINGS, INC., a Nevada corporation
company  having  an  address  at  2462  Sand  Lake  Road, Orlando, Florida 32809
("AMLH"),  promises  to pay to the order of HARBORAGE LEASING CORPORATION, a New
Hampshire  corporation ("Holder"), the principal sum of ONE MILLION FOUR HUNDRED
ELEVEN  THOUSAND  SEVEN  HUNDRED  FIVE  AND NO/100 ($1,411,705.00) DOLLARS. AMLH
promises to pay interest on the principal amount hereof outstanding from time to
time at the rate of 12.0% per annum; provided that AMLH promises to pay interest
at  the  Default  Rate  (as  defined  below)  on  the  principal  amount  hereof
outstanding  from  and  after  the occurrence of an Event of Default (as defined
below),  until  the said principal amount shall be fully paid. Interest shall be
due  and  payable  as  hereinafter  provided.

     1.  Definitions.  The following terms, as used in this Note, shall have the
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following  meanings,  which meanings shall be applicable equally to the singular
and  the  plural  of  the  terms  defined:

     "Business  Day"  shall  mean  any  day  other  than a Saturday, Sunday or a
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holiday  on  which  most  banks  are  closed  in  Orlando,  Florida.

     "Default Rate" shall mean the lesser of 18.0% per annum or the highest rate
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of  interest  allowed  by  applicable  law.

     "Event  of  Default"  shall  mean  the occurrence of any one or more of the
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following  events or circumstances: (i) the failure of AMLH to make when due any
payment required to be made under this Note; (ii) the failure of AMLH to perform
or  observe  any  condition  or  agreement  contained in this Note which failure
continues  for  ten (10) days after Holder gives AMLH notice thereof; (iii) AMLH
shall  cease  doing  business  as  a  going concern; (iv) the commencement by or
against  AMLH  of  a voluntary or involuntary case under the Bankruptcy Code, as
amended,  11  U.S.C.  Sec.Sec.101  et.  seq.  (the "Bankruptcy Code"), and, with
respect  to  any  involuntary case, the same is not dismissed within thirty (30)
days  of  its  filing;  (v)  the  initiation  by  or  against  AMLH 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 state
or  federal,  now  or  hereafter  existing;  (vi) the appointment of a receiver,
custodian,  trustee or similar official for AMLH or for all or substantially all
of its assets or properties; (vii) the institution by AMLH of any proceeding for
its  dissolution  or  full  or  partial  liquidation; or (viii) the death of any
guarantor  or  surety  for  this  Note.

     "Maturity  Date"  shall mean the earliest of: (i) the Stated Maturity Date;
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or  (ii)  the  date  upon  which  Holder  elects  to accelerate the indebtedness
evidenced  by  this  Note  by  reason  of the occurrence of an Event of Default.

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     "Note"  shall  mean  this Note and any amendments, modifications, renewals,
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extensions  and  replacements  of  or  substitutions  for  this  Note.

     "Stated  Maturity  Date"  shall  mean  July  1,  2006.
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     2.  Applicable  Interest  Rate.  All agreements between AMLH and Holder are
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expressly  limited  so  that  in  no contingency or event whatsoever, whether by
reason of advance of the proceeds hereof, acceleration of maturity of the unpaid
principal  balance  hereof,  or otherwise, shall the amount paid or agreed to be
paid to Holder for the use, forbearance or detention of the money to be advanced
hereunder  (including  all  interest on this Note and the aggregate of any other
amounts  taken,  reserved  or  charged pursuant to this Note) exceed the maximum
rate  allowable  by  applicable  law.  If,  from  any  circumstance  whatsoever,
fulfillment  of  any provision hereof, at the time performance of such provision
shall be due, shall cause the effective rate of interest upon the sums evidenced
hereby  to  exceed  the maximum rate of interest prescribed by applicable law at
that  time,  then, the obligation to be fulfilled shall be reduced automatically
to  the  extent  necessary  to  comply with such applicable law, and if from any
circumstance  Holder  shall receive as interest an amount which would exceed the
highest  lawful  rate allowable under applicable law, such amount which would be
excessive  interest  shall  be refunded to AMLH or, at AMLH's option, applied to
the  reduction  of  the  unpaid  principal  balance due hereunder and not to the
payment  of  interest.

     3.  Payments.
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          (a)  On  the  Maturity  Date,  AMLH  will  pay in full the outstanding
     principal  balance hereunder, together with all accrued interest under this
     Note.

          (b)  Prior  to  the Maturity Date, any payments to Holder of principal
     and interest in respect of this Note shall be applied first to interest and
     then  to principal; provided, however, that all payments received by Holder
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     after  the  Maturity  Date  shall be applied to principal, interest and all
     other  sums  payable  under  this  Note in such order and amounts as Holder
     shall  determine  in  its  sole  discretion.

          (c)  All  payments  of  interest,  of  principal  and other sums owing
     hereunder  shall be payable in lawful money of the United States of America
     in  immediately available funds at c/o 585 Stewart Avenue, Room 409, Garden
     City,  NY  11530  (or such other place as Holder or the holder of this Note
     may  designate),  without  setoff,  counterclaim  or deduction of any kind.

     4.  Prepayment.  AMLH  shall have the right to prepay any portion of or the
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entire  unpaid  principal balance of this Note at any time and from time to time
without  penalty,  subject to the requirement that AMLH first pays to Holder all
accrued  and  unpaid  interest  through  the  date  of  such  prepayment.

     5.  Applicable  Law.  This  Note  shall  be  governed  by  and construed in
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accordance  with  the  law  of  the  State  of  Florida,  without  regard to any
conflict-of-laws  rule or principle that would give effect to the law of another
jurisdiction.

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     6.  Modifications.  This  Note  may  not  be  changed or terminated orally.
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     7.  Waiver.
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          (a)  AMLH  and any endorsers, sureties and guarantors hereof or hereon
     hereby  waive  presentment  for  payment,  demand,  protest,  notice  of
     non-payment  or  dishonor  and protest, and agree to remain bound until the
     principal  amount  hereof outstanding and interest and all other sums owing
     hereunder  are  indefeasibly paid in full notwithstanding any extensions of
     time  for  payment which may be granted even though the period of extension
     be  indefinite,  and  notwithstanding any inaction by, or failure to assert
     any  legal  right  available  to  Holder.

          (b)  It  is  further expressly agreed that any waiver by Holder, other
     than a waiver in writing signed by Holder, of any term or provision hereof,
     or of any right, remedy or power under this Note, shall not be controlling,
     nor  shall  it  prevent or stop Holder from thereafter enforcing such term,
     provision,  right, remedy or power, and the failure or refusal of Holder to
     insist  in  any one or more instances upon the strict performance of any of
     the  terms or provisions of this Note shall not be construed as a waiver or
     relinquishment  for  the future of any such term or provision, but the same
     shall  continue  in  full  force and effect, it being understood and agreed
     that  Holder's rights, remedies and powers under this Note are and shall be
     cumulative  and are in addition to all other rights, remedies and powers of
     Holder  in  law  or  in  equity  or  under  any  other  agreement.

     8.  Successors. The term "Holder" shall mean the original payee or any then
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holder(s)  of  this  Note  from  time  to  time and its and their successors and
assigns.

     9.  Costs  of Collection. AMLH shall pay all reasonable costs of collection
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when incurred, including, without limitation, the reasonable attorneys' fees, at
both trial and appellate levels, and disbursements of Holder's counsel and other
professionals  employed  by  Holder and court costs, which costs may be added to
the  indebtedness evidenced hereby and shall be paid on demand, and after demand
until  paid,  with interest thereon at the Default Rate, to the extent permitted
by  applicable  law.

     10.  Miscellaneous.
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          (a)  AMLH  AND  (BY  ACCEPTANCE  HEREOF)  HOLDER  HEREBY  KNOWINGLY,
     VOLUNTARILY  AND  INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN RESPECT
     OF  ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR
     ANY  COURSE  OF  CONDUCT,  COURSE  OF  DEALING, STATEMENTS (WHETHER ORAL OR
     WRITTEN)  OR  ACTION  OF  AMLH  OR  HOLDER.  THIS  PROVISION  IS A MATERIAL
     INDUCEMENT  FOR  HOLDER  TO  ACCEPT  THIS  NOTE.

          (b)  In  the  event that any provision of this Note or the application
     thereof to AMLH or any circumstance in any jurisdiction governing this Note
     shall,  to  any  extent,  be  invalid or unenforceable under any applicable

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     statute,  regulation  or  rule  of law, then such provision shall be deemed
     inoperative  to  the  extent  that  it  may conflict therewith and shall be
     deemed  modified to conform to such statute, regulation or rule of law, and
     the  remainder  of  this  Note  and  the application of any such invalid or
     unenforceable  provision  to  parties, jurisdictions or circumstances other
     than  to  whom or to which it is held invalid or unenforceable shall not be
     affected  thereby  nor  shall same affect the validity or enforceability of
     any  other  provision  of  this  Note.

          (c)  Time  is  of  the essence as to all dates set forth in this Note,
     subject to any applicable notice or grace period provided herein; provided,
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     however,  whenever  any  payment to be made hereunder shall be stated to be
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     due  on  a  day  other than a Business Day, such payment may be made on the
     next succeeding Business Day, and such extension of time shall in such case
     be  included in the computation of payment of interest or fees, as the case
     may  be.

          (d)  AMLH  hereby agrees to perform and comply with each of the terms,
     covenants  and  provisions  contained  in  this  Note and in any instrument
     evidencing  or securing the indebtedness evidenced by this Note on the part
     of  AMLH  to  be  observed  and/or  performed  hereunder and thereunder. No
     release of any security for the sums due under this Note, or of any portion
     thereof,  and  no  alteration, amendment or waiver of any provision of this
     Note  or of any instrument or other document evidencing and/or securing any
     indebtedness  evidenced  by  this Note made by agreement between Holder and
     any  other  person  or  party  shall  release, discharge, modify, change or
     affect  the  liability  of AMLH under this Note or under such instrument or
     other  document.

          (e)  No  act of commission or omission of any kind or at any time upon
     the  part  of  Holder  in respect of any matter whatsoever shall in any way
     impair  the  rights  of Holder to enforce any right, power or benefit under
     this  Note  and  no  set-off,  counterclaim, reduction or diminution of any
     obligation  or any defense of any kind or nature which AMLH has or may have
     against  Holder  shall  be  available  hereunder  to  AMLH.

          (f)  The  captions  proceeding  the  text  of  the  various paragraphs
     contained  in  this Note are provided for convenience only and shall not be
     deemed  in any way to affect or limit the meaning or construction of any of
     the  provisions  hereof.

          (g)  AMLH  hereby  irrevocably:

               (i)  submits,  in  any legal proceeding relating to this Note, to
          the  non-exclusive  in  personam  jurisdiction  of any state or United
          States court of competent jurisdiction sitting in the State of Florida
          and  agrees  to  suit  being  brought  in  any  such  court;

               (ii)  waives any objection that AMLH may now or hereafter have to
          the  venue  of  such  proceeding  in  any such court located in Orange
          County, Florida or that such proceeding was brought in an inconvenient
          court;

               (iii)  agrees  to service of process in any such legal proceeding
          by  mailing  of  copies  thereof  (by registered or certified mail, if

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          practicable)  postage  prepaid,  or  by  telecopier, to AMLH's address
          specified  in the opening paragraph of this Note or such other address
          of  which  Holder  shall  have  been  notified  in  writing;

               (iv)  agrees that nothing herein shall affect the right of Holder
          to effect service of process in any other manner permitted by law; and

               (v)  agrees  that  Holder shall have the right to bring any legal
          proceedings  (including  a  proceeding  for  enforcement of a judgment
          entered by any of the aforementioned courts) against AMLH in any other
          court  or  jurisdiction  in  accordance  with  applicable  law.

          (h)  All  notices  and other communications to AMLH provided for under
     this  Note  shall be in writing and mailed, telefaxed or hand-delivered, to
     AMLH's  address  specified  in the opening paragraph of this Note. All such
     notices  and  other communications shall, when telefaxed or hand-delivered,
     be  effective  when  received  and,  when  mailed,  be  effective three (3)
     Business  Days  after  being  deposited  in  the  mail.

          (i)  No  failure  on  the  part of Holder to exercise, and no delay in
     exercising,  any  right  hereunder  shall  operate as a waiver thereof; nor
     shall  any  single  or partial exercise of any right hereunder preclude any
     other  or  future  exercise thereof or the exercise of any other right. The
     remedies  herein  provided are cumulative and non-exclusive of any remedies
     provided  by  law.

     IN  WITNESS WHEREOF, this Note has been duly executed by AMLH as of the day
and  year  first  above  written.

                                        AMERICAN  LEISURE  HOLDINGS,  INC.


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

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