Exhibit 10.12


                         AMERICAN LEISURE HOLDINGS, INC.
                              A NEVADA CORPORATION

                          REGISTRATION RIGHTS AGREEMENT

     THIS  REGISTRATION  RIGHTS  AGREEMENT,  dated  as of December 28, 2005 (the
"AGREEMENT"),  is  entered  into by and among American Leisure Holdings, Inc., a
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Nevada  corporation  (the  "COMPANY"),  and the holders (the "INVESTORS") of the
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Company's Warrants set forth on the signature page hereof. Capitalized terms not
defined  herein shall have the meanings ascribed to them in the Credit Agreement
(as hereinafter defined).

     WHEREAS,  simultaneously with the execution and delivery of this Agreement,
pursuant  to  the  Credit  Agreement  dated  as of December 28, 2005 between the
Company's  subsidiary  TIERRA  DEL  SOL RESORT, INC., and STANFORD INTERNATIONAL
BANK  LTD., an Antiguan banking corporation (the "CREDIT AGREEMENT") the Company
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is  required to issue to the Investors Warrants to purchase up to 462,000 shares
of the Company's common stock, par value $.001 (the "Common Stock"); and

     WHEREAS,  the  Company  desires  to grant to the Investors the registration
rights set forth herein with respect to the shares of Common Stock issuable upon
exercise  of  the  Warrants  (the  "WARRANT SHARES"), the shares of Common Stock
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issuable  upon  the  exercise  of  the  warrants  issuable  in  the  event  of a
registration default pursuant to Section 4(e) (the "DEFAULT WARRANT SHARES") and
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the  shares  of  Common  Stock  issued  as a dividend or other distribution with
respect  to  the  Warrant  Shares  or  Default Warrant Shares (the "DISTRIBUTION
                                                                    ------------
SHARES")  (all  of  the  Warrant  Shares,  the  Default  Warrant  Shares and the
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Distribution Shares, collectively and interchangeably, are referred to herein as
the "SECURITIES").
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     NOW, THEREFORE, the parties hereto mutually agree as follows:

     1. CERTAIN DEFINITIONS

     As  used  herein  the term "REGISTRABLE SECURITY" means the Warrant Shares,
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Default  Warrant  Shares and the Distribution Shares, until (i) the Registration
Statement  (as  defined below) has been declared effective by the Securities and
Exchange Commission (the "COMMISSION"), and all Securities have been disposed of
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pursuant to the Registration Statement, (ii) all Securities have been sold under
circumstances  under  which  all of the applicable conditions of Rule 144 ("RULE
                                                                            ----
144") (or any similar provision then in force) under the Securities Act of 1933,
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as amended (the "SECURITIES ACT") are met, or (iii) such time as, in the opinion
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of  counsel  to  the  Company  reasonably satisfactory to the Investors and upon
delivery  to  the Investors of such executed opinion, all Securities may be sold
without  any  time,  volume  or  manner limitations pursuant to Rule 144 (or any
similar  provision  then in effect). In the event of any merger, reorganization,
consolidation, recapitalization or other change in corporate structure affecting
the  Common  Stock, such adjustment shall be deemed to be made in the definition
of  "Registrable Security" as is appropriate in order to prevent any dilution or

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enlargement of the rights granted pursuant to this Agreement. As used herein the
term "HOLDER" means any Person owning or having the right to acquire Registrable
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Securities or any assignee thereof in accordance with Section 10 hereof. As used
herein  "TRADING  DAY"  shall mean any business day on which the market on which
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the Common Stock trades is open for business.

     2. RESTRICTIONS ON TRANSFER

     Each  of  the  Investors  acknowledges  and  understands  that prior to the
registration   of  the  Securities   as  provided  herein,  the  Securities  are
"restricted  securities"  as  defined  in  Rule  144.   Each  of  the  Investors
understands that no disposition or transfer of the Securities may be made by any
of  the  Investors in the absence of (i) an opinion of counsel to such Investor,
in form and substance reasonably satisfactory to the Company, that such transfer
may  be  made  without  registration  under  the  Securities  Act  or  (ii) such
registration.

     3. COMPLIANCE WITH REPORTING REQUIREMENTS

     With  a  view to making available to the Investors the benefits of Rule 144
or  any  other similar rule or regulation of the Commission that may at any time
permit  the  holders  of the Securities to sell securities of the Company to the
public pursuant to Rule 144, the Company agrees to:

          (a) comply with the provisions of paragraph (c)(1) of Rule 144;

          (b)  file with the Commission in a timely manner all reports and other
     documents  required  to be filed with the Commission pursuant to Section 13
     or  15(d) under the Securities Exchange Act of 1934 (the "EXCHANGE ACT") by
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     companies  subject  to either of such sections, irrespective of whether the
     Company is then subject to such reporting requirements; and

          (c)  Upon  request  by any Holder or the Company's transfer agent, the
     Company  shall  provide  an  opinion  of  counsel,  which  opinion shall be
     reasonably  acceptable  to  the  Holder and/or the Company's transfer agent
     that  the  such  Holder has complied with the applicable conditions of Rule
     144 (or any similar provision then in force).

     4. REGISTRATION RIGHTS WITH RESPECT TO THE REGISTRABLE SECURITIES

          (a)  The  Company  agrees  that  it  will  prepare  and  file with the
     Commission,  (i)  within  180  calendar  days  from  the  date of demand, a
     registration  statement   (on  Form  S-1  or  SB-2,  or  other  appropriate
     registration  statement  form)  under the Securities Act (the "REGISTRATION
                                                                    ------------
     STATEMENT"), and (ii) if at least 20% of the Registrable Securities covered
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     under  the  Registration Statement filed under (i) remain unsold during the
     effective  period  of  such  Registration  Statement,  then  within 20 days
     following  receipt  of  a  written  notice  from the holders representing a
     majority  of  such  unsold  Registrable  Securities,  another  Registration
     Statement  so  as to permit a resale of the Securities under the Securities
     Act by the Holders as selling stockholders and not as underwriters.

          The  Company shall use diligent best efforts to cause the Registration
     Statement  to become effective as soon as practical following the filing of
     the  Registration  Statement.  The  Company will notify the Holders and its
     transfer  agent  of  the effectiveness of the Registration Statement within
     one Trading Day of such event.

<PAGE>

          (b)  The  Company  will  maintain  the  Registration  Statement  or
     post-effective  amendment  filed  under  this Section 4 effective under the
     Securities  Act  until  the  earlier  of  (i)  the  date  that  none of the
     Registrable  Securities  covered  by such Registration Statement are or may
     become  issued  and  outstanding, (ii) the date that all of the Registrable
     Securities  have  been  sold pursuant to such Registration Statement, (iii)
     the  date  all  the  Holders  receive an opinion of counsel to the Company,
     which  counsel  shall  be  reasonably  acceptable  to the Holders, that the
     Registrable Securities may be sold under the provisions of Rule 144 without
     limitation  as  to  volume,  (iv)  all  Registrable  Securities  have  been
     otherwise  transferred  to  persons  who  may  trade  such  shares  without
     restriction  under  the Securities Act, and the Company has delivered a new
     certificate  or other evidence of ownership for such securities not bearing
     a restrictive legend, or (v) two years from the Effective Date.

          (c)  All  fees,  disbursements  and  out-of-pocket  expenses and costs
     incurred  by  the  Company in connection with the preparation and filing of
     the  Registration  Statement  under  this  Section  4 and in complying with
     applicable securities and blue sky laws (including, without limitation, all
     attorneys'  fees of the Company) shall be borne by the Company. The Company
     shall  also  reimburse  the  fees  and  expenses  of counsel to the Holders
     incurred  in  connection  with  such  counsel's  review of the Registration
     Statement  and  advice concerning the Registration Statement and its filing
     subject  to  a  cap  of  $15,000.  The  Holders  shall  bear  the  cost  of
     underwriting  and/or  brokerage  discounts,  fees  and commissions, if any,
     applicable  to the Registrable Securities being registered. The Holders and
     their  counsel  shall  have  a  reasonable period, not to exceed 15 Trading
     Days,  to  review  the  proposed  Registration  Statement  or any amendment
     thereto, prior to filing with the Commission, and the Company shall provide
     the Holders with copies of any comment letters received from the Commission
     with  respect  thereto  within  two  Trading  Days  of receipt thereof. The
     Company  shall  qualify  any of the Registrable Securities for sale in such
     states  as   the   Holders   reasonably   designate   and   shall   furnish
     indemnification  in  the  manner provided in Section 7 hereof. However, the
     Company shall not be required to qualify in any state which will require an
     escrow  or other restriction relating to the Company and/or the Holders, or
     which  will  require the Company to qualify to do business in such state or
     require  the  Company  to  file  therein  any general consent to service of
     process.  The Company at its expense will supply each of the Investors with
     copies of the applicable Registration Statement and the prospectus included
     therein and other related documents in such quantities as may be reasonably
     requested by any of the Investors.

          (d) The Company shall not be required by this Section 4 to include the
     Registrable  Securities  in any Registration Statement which is to be filed
     if,  in  the  opinion  of counsel for both the Holders and the Company (or,
     should  they  not  agree,  in the opinion of another counsel experienced in
     securities  law  matters  acceptable  to  counsel  for  the Holders and the
     Company)  the  proposed  offering  or  other  transfer  as  to  which  such
     registration  is  requested  is  exempt  from  applicable federal and state
     securities laws and would result in all purchasers or transferees obtaining
     securities which are not "restricted securities," as defined in Rule 144.

          (e)  In  the event that (i) the Registration Statement is not filed by
     the  Company  in a timely manner as set forth in Section 4(a); or (ii) such
     Registration  Statement  is  not maintained as effective by the Company for
     the period set forth in Section 4(b) above (each a "REGISTRATION DEFAULT"),
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     then  the  Company will issue to each of the Holders as of the first day of

<PAGE>

     such  Registration  Default and for every consecutive quarter in which such
     Registration  Default  is  occurring,  as  liquidated damages, and not as a
     penalty,  warrants to purchase 10% of the Warrants originally issued to the
     Holders pursuant to the Credit Agreement upon the same terms and conditions
     therein  stated  ("DEFAULT WARRANTS") until such corresponding Registration
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     Default  no  longer  exists ("LIQUIDATED DAMAGES"); provided, however, that
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     the  issuance  of  such Default Warrants shall not relieve the Company from
     its  obligations  to  register  the Registrable Securities pursuant to this
     Section.

          If  the  Company does not issue the Default Warrants to the Holders as
     set  forth above, the Company will pay any Holder's reasonable costs of any
     action  in  a  court  of  law  to  cause compliance with this Section 4(e),
     including  reasonable attorneys' fees, in addition to the Default Warrants.
     The  registration  of  the  Registrable Securities pursuant to this Section
     shall  not affect or limit a Holder's other rights or remedies as set forth
     in this Agreement.

          (f)  The Company shall be precluded from including in any Registration
     Statement which it is required to file pursuant to this Section 4 any other
     securities apart from the Registrable Securities, without the prior written
     consent of the Holders.

          (g)  If,  at  any  time any Registrable Securities are not at the time
     covered  by  any  effective   Registration  Statement,  the  Company  shall
     determine  to  register  under  the Securities Act (including pursuant to a
     demand  of  any  stockholder of the Company exercising registration rights)
     any  of  its  shares  of  the Common Stock (other than in connection with a
     merger or other business combination transaction or pursuant to Form (S-8),
     it  shall  send to each Holder written notice of such determination and, if
     within  20  days after receipt of such notice, such Holder shall so request
     in  writing,  the  Company  shall  its  best  efforts  to  include  in such
     registration  statement  all or any part of the Registrable Securities that
     such  Holder  requests to be registered. Notwithstanding the foregoing, if,
     in  connection  with  any  offering involving an underwriting of the Common
     Stock  to by issued by the Company, the managing underwriter shall impose a
     limitation on the number of shares of the Common Stock included in any such
     registration  statement  because,  in  such  underwriter's  judgment,  such
     limitation is necessary based on market conditions: (a) if the registration
     statement  is  for a public offering of common stock on a "firm commitment"
     basis  with  gross  proceeds  to  the  Company  of  at least $30,000,000 (a
     "QUALIFIED  PUBLIC  OFFERING"),  the  Company may exclude, to the extent so
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     advised  by  the  underwriters,   the  Registrable   Securities  from   the
     underwriting;  provided,  however, that if the underwriters do not entirely
     exclude the Registrable Securities from such Qualified Public Offering, the
     Company  shall be obligated to include in such registration statement, with
     respect  to the requesting Holder, only an amount of Registrable Securities
     equal  to  the  product  of  (i)  the number of Registrable Securities that
     remain  available for registration after the underwriter's cutback and (ii)
     such  Holder's  percentage  of  ownership of all the Registrable Securities
     then outstanding (on an as-converted basis) (the "REGISTRABLE PERCENTAGE");
                                                       ----------------------
     and  (b)  if  the  registration  statement  is  not  for a Qualified Public
     Offering,  the  Company  shall be obligated to include in such registration
     statement,  with  respect  to  the  requesting  Holder,  only  an amount of
     Registrable  Securities  equal  to  the  product  of  (i)   the  number  of
     Registrable  Securities  that  remain  available for registration after the
     underwriter's  cutback  and  (ii)  such  Holder's  Registrable  Percentage;
     provided,  however,  that the aggregate value of the Registrable Securities
     to  be included in such registration may not be so reduced to less than 30%

<PAGE>

     of  the total value of all securities included in such registration. If any
     Holder  disapproves  of  the  terms of any underwriting referred to in this
     paragraph,  it  may  elect  to  withdraw therefrom by written notice to the
     Company and the underwriter. No incidental right under this paragraph shall
     be  construed to limit any registration required under the other provisions
     of this Agreement.

     5. COOPERATION WITH COMPANY

     Each  Holder  will cooperate with the Company in all respects in connection
with  this  Agreement,  including  timely  supplying  all information reasonably
requested  by  the  Company  (which shall include all information regarding such
Holder  and proposed manner of sale of the Registrable Securities required to be
disclosed  in  any  Registration  Statement)  and  executing  and  returning all
documents  reasonably  requested in connection with the registration and sale of
the  Registrable  Securities  and  entering  into and performing its obligations
under  any  underwriting agreement, if the offering is an underwritten offering,
in  usual  and  customary form, with the managing underwriter or underwriters of
such  underwritten offering. Nothing in this Agreement shall obligate any Holder
to  consent  to  be  named  as an underwriter in any Registration Statement. The
obligation  of  the  Company  to  register  the  Registrable Securities shall be
absolute  and  unconditional  as  to  those  Registrable  Securities  which  the
Commission  will  permit  to  be  registered  without  naming  any  Holder  as
underwriters.  Any delay or delays caused by a Holder by failure to cooperate as
required  hereunder  shall  not  constitute  a  Registration  Default as to such
Holder.

     6. REGISTRATION PROCEDURES

     If  and  whenever  the Company is required by any of the provisions of this
Agreement  to effect the registration of any of the Registrable Securities under
the  Securities  Act,  the  Company  shall (except as otherwise provided in this
Agreement), as expeditiously as possible, subject to the Holders' assistance and
cooperation as reasonably required with respect to each Registration Statement:

          (a)  prepare  and  file  with  the  Commission  such  amendments  and
     supplements  to  the  Registration  Statement  and  the  prospectus used in
     connection  therewith  as  may  be  necessary  to  keep  such  Registration
     Statement effective and to comply with the provisions of the Securities Act
     with respect to the sale or other disposition of all Registrable Securities
     covered  by  such  Registration  Statement whenever any of the Holder shall
     desire  to  sell  or  otherwise  dispose  of the same (including prospectus
     supplements  with  respect to the sales of Registrable Securities from time
     to  time  in  connection with a registration statement pursuant to Rule 415
     promulgated  under the Securities Act) and (ii) take all lawful action such
     that  each of (A) the Registration Statement and any amendment thereto does
     not,  when  it becomes effective, contain an untrue statement of a material
     fact  or  omit  to  state  a material fact required to be stated therein or
     necessary  to  make  the  statements therein, in light of the circumstances
     under  which  they were made, not misleading and (B) the prospectus forming
     part  of  the  Registration  Statement,  and  any  amendment  or supplement
     thereto,  does  not  at  any time during the Registration Period include an
     untrue  statement  of  a  material  fact  or  omit to state a material fact
     required  to be stated therein or necessary to make the statements therein,
     in light of the circumstances under which they were made, not misleading;

<PAGE>

          (b)  prior  to  the  filing  with  the  Commission of any Registration
     Statement  (including  any  amendments  thereto)  and  the  distribution or
     delivery  of  any  prospectus  (including any supplements thereto), provide
     draft copies thereof to the Holders as required by Section 4(c) and reflect
     in  such  documents  all  such  comments as the Holders (and their counsel)
     reasonably may propose; (ii) furnish to each of the Holders such numbers of
     copies  of a prospectus including a preliminary prospectus or any amendment
     or  supplement  to  any  prospectus,  as applicable, in conformity with the
     requirements of the Securities Act, and such other documents, as any of the
     Holders  may  reasonably  request in order to facilitate the public sale or
     other  disposition  of the Registrable Securities owned by such Holder; and
     (iii) provide to the Holders copies of any comments and communications from
     the Commission relating to the Registration Statement, if lawful to do so;

          (c)  register  and  qualify  the Registrable Securities covered by the
     Registration Statement under such other securities or blue sky laws of such
     jurisdictions  as  any  of the Holders shall reasonably request (subject to
     the  limitations set forth in Section 4(c) above), and do any and all other
     acts  and  things which may be necessary or advisable to enable such Holder
     to  consummate the public sale or other disposition in such jurisdiction of
     the Registrable Securities owned by such Holder;

          (d)  list  such Registrable Securities on the markets where the Common
     Stock of the Company is listed as of the effective date of the Registration
     Statement,  if the listing of such Registrable Securities is then permitted
     under the rules of such markets;

          (e)  notify the Holders at any time when a prospectus relating thereto
     covered by the Registration Statement is required to be delivered under the
     Securities  Act, of the happening of any event of which it has knowledge as
     a result of which the prospectus included in the Registration Statement, as
     then in effect, includes an untrue statement of a material fact or omits to
     state  a  material  fact required to be stated therein or necessary to make
     the  statements  therein  not  misleading in the light of the circumstances
     then  existing, and the Company shall prepare and file a curative amendment
     under  Section  6(a)  as  quickly  as  reasonably  possible and during such
     period,  the  Holders  shall  not  make any sales of Registrable Securities
     pursuant to the Registration Statement;

          (f) after becoming aware of such event, notify each of the Holders who
     holds  Registrable  Securities  being  sold  (or,  in  the  event  of  an
     underwritten  offering,  the  managing underwriters) of the issuance by the
     Commission  of  any  stop order or other suspension of the effectiveness of
     the  Registration  Statement  at  the  earliest  possible time and take all
     lawful  action to effect the withdrawal, rescission or removal of such stop
     order or other suspension;

          (g)  cooperate  with  the Holders to facilitate the timely preparation
     and  delivery  of certificates for the Registrable Securities to be offered
     pursuant to the Registration Statement and enable such certificates for the
     Registrable  Securities to be in such denominations or amounts, as the case
     may be, as any of the Holders reasonably may request and registered in such
     names  as  any  of  the Holders may request; and, within three Trading Days
     after  a  Registration  Statement  which includes Registrable Securities is
     declared  effective  by  the  Commission,  deliver  and cause legal counsel
     selected  by  the  Company  to  deliver  to  the  transfer  agent  for  the
     Registrable  Securities  (with  copies  to  the  Holders)  an  appropriate
     instruction and, to the extent necessary, an opinion of such counsel;

<PAGE>

          (h)  take  all  such  other  lawful  actions  reasonably  necessary to
     expedite and facilitate the disposition by the Holders of their Registrable
     Securities in accordance with the intended methods therefor provided in the
     prospectus  which  are  customary  for  issuers  to  perform  under  the
     circumstances;

          (i)  in  the  event  of  an underwritten offering, promptly include or
     incorporate  in  a prospectus supplement or post-effective amendment to the
     Registration  Statement  such  information as the managers reasonably agree
     should  be  included  therein  and to which the Company does not reasonably
     object  and  make  all  required  filings  of such prospectus supplement or
     post-effective amendment as soon as practicable after it is notified of the
     matters  to  be  included  or incorporated in such prospectus supplement or
     post-effective amendment; and

          (j) maintain a transfer agent and registrar for the Common Stock.

     7. INDEMNIFICATION

          (a)  To  the  maximum  extent  permitted by law, the Company agrees to
     indemnify  and  hold harmless each of the Holders, each person, if any, who
     controls  any  of the Holders within the meaning of the Securities Act, and
     each  director,  officer,  shareholder,  employee,  agent,  representative,
     accountant  or attorney of the foregoing (each of such indemnified parties,
     a  "DISTRIBUTING  INVESTOR")  against  any  losses,  claims,  damages  or
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     liabilities,  joint  or  several  (which  shall,  for  all purposes of this
     Agreement,  include, but not be limited to, all reasonable costs of defense
     and  investigation  and  all  reasonable  attorneys' fees and expenses), to
     which  the  Distributing  Investor may become subject, under the Securities
     Act  or  otherwise,  insofar as such losses, claims, damages or liabilities
     (or  actions  in respect thereof) arise out of or are based upon any untrue
     statement or alleged untrue statement of any material fact contained in any
     Registration  Statement,  or  any  related final prospectus or amendment or
     supplement  thereto,  or  arise  out  of  or are based upon the omission or
     alleged  omission  to  state  therein a material fact required to be stated
     therein  or  necessary  to  make  the  statements  therein  not misleading;
     provided,  however, that the Company will not be liable in any such case to
     the  extent,  and  only to the extent, that any such loss, claim, damage or
     liability  arises  out  of  or is based upon an untrue statement or alleged
     untrue  statement or omission or alleged omission made in such Registration
     Statement,  preliminary  prospectus,  final  prospectus  or  amendment  or
     supplement  thereto  in  reliance  upon,  and  in  conformity with, written
     information  furnished  to  the  Company  by the Distributing Investor, its
     counsel,  or affiliates, specifically for use in the preparation thereof or
     (ii)  by such Distributing Investor's failure to deliver to the purchaser a
     copy of the most recent prospectus (including any amendments or supplements
     thereto).  This  indemnity  agreement  will be in addition to any liability
     which the Company may otherwise have.

          (b) To the maximum extent permitted by law, each Distributing Investor
     agrees  that  it  will  indemnify  and  hold harmless the Company, and each
     officer  and  director  of  the Company or person, if any, who controls the
     Company  within  the  meaning  of  the  Securities Act, against any losses,
     claims,  damages  or  liabilities  (which  shall,  for all purposes of this
     Agreement,  include, but not be limited to, all reasonable costs of defense
     and investigation and all reasonable attorneys' fees and expenses) to which

<PAGE>

     the  Company or any such officer, director or controlling person may become
     subject  under  the  Securities  Act  or otherwise, insofar as such losses,
     claims, damages or liabilities (or actions in respect thereof) arise out of
     or  are  based upon any untrue statement or alleged untrue statement of any
     material fact contained in any Registration Statement, or any related final
     prospectus or amendment or supplement thereto, or arise out of or are based
     upon  the omission or the alleged omission to state therein a material fact
     required  to  be stated therein or necessary to make the statements therein
     not  misleading,  but  in  each  case  only  to the extent that such untrue
     statement  or  alleged untrue statement or omission or alleged omission was
     made  in  such  Registration  Statement,  final  prospectus or amendment or
     supplement  thereto  in  reliance  upon,  and  in  conformity with, written
     information  furnished  to  the  Company by such Distributing Investor, its
     counsel  or  affiliates,  specifically  for use in the preparation thereof.
     This  indemnity  agreement  will  be in addition to any liability which the
     Distributing   Investor   may   otherwise   have   under   this  Agreement.
     Notwithstanding  anything to the contrary herein, the Distributing Investor
     shall  be  liable  under this Section 7(b) for only that amount as does not
     exceed  the  net  proceeds to such Distributing Investor as a result of the
     sale of Registrable Securities pursuant to the Registration Statement.

          (c)  Promptly after receipt by an indemnified party under this Section
     7  of  notice  of  the  commencement of any action against such indemnified
     party,  such indemnified party will, if a claim in respect thereof is to be
     made  against  the  indemnifying  party  under  this  Section 7, notify the
     indemnifying party in writing of the commencement thereof; but the omission
     so to notify the indemnifying party will not relieve the indemnifying party
     from any liability which it may have to any indemnified party except to the
     extent  the  failure  of  the  indemnified  party  to  provide such written
     notification  actually  prejudices the ability of the indemnifying party to
     defend  such  action.  In  case  any  such  action  is  brought against any
     indemnified  party,  and  it  notifies  the   indemnifying   party  of  the
     commencement  thereof,  the   indemnifying   party  will  be   entitled  to
     participate in, and, to the extent that it may wish, jointly with any other
     indemnifying  party similarly notified, assume the defense thereof, subject
     to  the  provisions  herein  stated  and after notice from the indemnifying
     party  to  such  indemnified party of its election so to assume the defense
     thereof,  the  indemnifying  party  will  not be liable to such indemnified
     party  under  this  Section  7 for any legal or other expenses subsequently
     incurred  by  such indemnified party in connection with the defense thereof
     other than reasonable costs of investigation, unless the indemnifying party
     shall  not  pursue  the  action  to  its  final conclusion. The indemnified
     parties  shall have the right to employ one or more separate counsel in any
     such  action  and  to  participate in the defense thereof, but the fees and
     expenses  of  such  counsel shall not be at the expense of the indemnifying
     party  if the indemnifying party has assumed the defense of the action with
     counsel  reasonably  satisfactory  to  the indemnified party unless (i) the
     employment  of  such counsel has been specifically authorized in writing by
     the  indemnifying  party,  or  (ii)  the  named  parties to any such action
     (including any interpleaded parties) include both the indemnified party and
     the indemnifying party and the indemnified party shall have been advised by
     its  counsel  that there may be one or more legal defenses available to the
     indemnifying  party  different  from or in conflict with any legal defenses
     which  may  be  available to the indemnified party or any other indemnified
     party  (in  which  case  the indemnifying party shall not have the right to
     assume  the  defense of such action on behalf of such indemnified party, it

<PAGE>

     being understood, however, that the indemnifying party shall, in connection
     with  any  one such action or separate but substantially similar or related
     actions  in  the  same  jurisdiction  arising   out  of  the  same  general
     allegations  or  circumstances,  be liable only for the reasonable fees and
     expenses of one separate firm of attorneys for the indemnified party, which
     firm  shall  be  designated  in  writing  by  the  indemnified  party).  No
     settlement of any action against an indemnified party shall be made without
     the prior written consent of the indemnified party, which consent shall not
     be unreasonably withheld so long as such settlement includes a full release
     of claims against the indemnified party.

          All  fees  and expenses of the indemnified party (including reasonable
     costs  of  defense and investigation in a manner not inconsistent with this
     Section  and  all reasonable attorneys' fees and expenses) shall be paid to
     the  indemnified  party,  as  incurred,  within  10 Trading Days of written
     notice  thereof  to the indemnifying party; provided, that the indemnifying
     party may require such indemnified party to undertake to reimburse all such
     fees  and  expenses  to the extent it is finally judicially determined that
     such indemnified party is not entitled to indemnification hereunder.

     8. CONTRIBUTION

     In  order  to  provide  for  just  and  equitable  contribution  under  the
Securities  Act in any case in which (i) the indemnified party makes a claim for
indemnification  pursuant  to  Section 7 hereof but is judicially determined (by
the entry of a final judgment or decree by a court of competent jurisdiction and
the expiration of time to appeal or the denial of the last right of appeal) that
such  indemnification  may not be enforced in such case notwithstanding the fact
that  the  express provisions of Section 7 hereof provide for indemnification in
such  case, or (ii) contribution under the Securities Act may be required on the
part  of any indemnified party, then the Company and the applicable Distributing
Investor  shall  contribute  to  the  aggregate  losses,  claims,  damages  or
liabilities  to which they may be subject (which shall, for all purposes of this
Agreement,  include,  but not be limited to, all reasonable costs of defense and
investigation  and  all reasonable attorneys' fees and expenses), in either such
case  (after contribution from others) on the basis of relative fault as well as
any  other  relevant  equitable  considerations.  The  relative  fault  shall be
determined  by  reference  to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a  material  fact relates to information supplied by the Company on the one hand
or  the  applicable  Distributing  Investor  on the other hand, and the parties'
relative  intent, knowledge, access to information and opportunity to correct or
prevent  such  statement  or omission. The Company and the Distributing Investor
agree  that  it would not be just and equitable if contribution pursuant to this
Section  8  were  determined  by  pro  rata allocation or by any other method of
allocation  which does not take account of the equitable considerations referred
to  in  this  Section 8. The amount paid or payable by an indemnified party as a
result  of  the  losses,  claims,  damages or liabilities (or actions in respect
thereof)  referred  to  above  in  this Section 8 shall be deemed to include any
legal  or  other  expenses  reasonably  incurred  by  such  indemnified party in
connection  with  investigating or defending any such action or claim. No person
guilty  of  fraudulent misrepresentation (within the meaning of Section 11(f) of
the  Securities  Act)  shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.

     Notwithstanding  any  other  provision of this Section 8, in no event shall
(i)  any of the Distributing Investors be required to undertake liability to any
person  under  this  Section 8 for any amounts in excess of the dollar amount of
the  proceeds  received  by  such  Distributing  Investor  from the sale of such
Distributing  Investor's  Registrable  Securities  (after  deducting  any  fees,
discounts  and  commissions  applicable  thereto)  pursuant  to any Registration
Statement under which such Registrable Securities are

<PAGE>

registered  under  the  Securities  Act  and (ii) any underwriter be required to
undertake  liability  to  any  person hereunder for any amounts in excess of the
aggregate discount, commission or other compensation payable to such underwriter
with  respect  to  the Registrable Securities underwritten by it and distributed
pursuant to such Registration Statement.

     9. 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.
                                     2701  Spivey  Lane
                                     Orlando,  Florida  32837
                                     Attention:  Malcolm  J.  Wright,  President
                                     Telephone:     407-421-6660
                                     Facsimile:     407-857-3598

              WITH  A  COPY  TO:     Shutts  &  Bowen  LLP
                                     2201  S.  Biscayne  Boulevard
                                     1500  Miami  Center
                                     Miami,  Florida  33131
                                     Attention:  Alfred  G.  Smith  II
                                     Telephone:   305-358-6300
                                     Fax:              305-381-9982

              INVESTORS:             At  the  address  and  facsimile  set forth
                                     on the signature page hereof


              WITH  A  COPY  TO:     Adorno  &  Yoss  LLP
                                     2525  Ponce  de  Leon Boulevard, 4th  Floor
                                     Coral  Gables,  Florida  33134
                                     Attention:  Seth  P.  Joseph
                                     Telephone:     305-460-1469
                                     Facsimile:     305-460-1422

<PAGE>

     10. ASSIGNMENT

     The  registration  rights granted to any Holder under this Agreement may be
transferred  or  assigned  provided the transferee is bound by the terms of this
Agreement  and  the  Company  is  given  written  notice  of  such  transfer  or
assignment.

     11. ADDITIONAL COVENANTS OF THE COMPANY

     For  so  long  as it shall be required to maintain the effectiveness of the
Registration Statement, it shall file all reports and information required to be
filed  by  it  with  the  Commission  in a timely manner and take all such other
action so as to maintain such eligibility for the use of the applicable form.

     10. CONFLICTING AGREEMENTS

     The  Company  shall  not  enter  into  any  agreement  with  respect to its
securities  that  is inconsistent with the rights granted to the Holders in this
Agreement  or  otherwise  prevents  the  Company  from complying with all of its
obligations hereunder.

     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, and each
of the parties consents to the jurisdiction of such courts and hereby waives, to
the  maximum  extent  permitted  by law, any objection, 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

<PAGE>

     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.



                       [Signatures on the following page]

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights
Agreement to be duly executed, on this 28th day of December, 2005.

                                      AMERICAN  LEISURE  HOLDINGS,  INC.



                                      By: /s/ Malcolm J. Wright
                                         ------------------------------
                                      Name:  Malcolm  J.  Wright
                                      Title:  Chief  Executive  Officer



                                      INVESTORS:

                                      STANFORD  INTERNATIONAL  BANK  LTD



                                      By: /s/ James M. Davis
                                         ------------------------------
                                      Name:  James  M.  Davis
                                      Title:  Chief  Financial  Officer

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