Exhibit 10.17



     WARRANT AGREEMENT, dated as of December 28, 2005 (the "Effective Date"), by
                                                            --------------
and  among  Tierra del Sol Resort (Phase 2), Ltd., a Florida limited partnership
(the  "Partnership");  American  Leisure  Holdings,  Inc.,  a Nevada corporation
       -----------
("AMLH");  and Stanford International Bank Ltd., an Antiguan banking corporation
  ----
("Stanford").
  --------

                                    RECITALS

     A.  The  Partnership  has  been  formed  pursuant to the terms of a certain
Agreement of Limited Partnership dated as of December 28, 2005 (the "Partnership
                                                     ---
Agreement")  by  and  among  TDS  Management LLC and Tierra Del Sol Resort, Inc.
("TDSR").

     B.  In consideration of Stanford's agreement to release its mortgage on the
Partnership's  real  property  (the  "Release  Agreement"),  the Partnership has
                                      ------------------
agreed  to issue to Stanford and its designees certain warrants (the "Warrants")
                                                                      --------
to  purchase  limited partnership interests in the Partnership (the "Interests")
                                                                     ---------
entitled,  in  the  aggregate, to a 2% Partnership Percentage (as defined in the
Partnership Agreement), subject to the terms and conditions of this Agreement.

     C. Pursuant to the terms of the Release Agreement, AMLH has agreed to grant
to  Stanford  and its designees the right to exchange the Warrants for shares of
AMLH's  Series  E  Preferred  Stock,  par  value  $.001 per share (the "Series E
Preferred"), subject to the terms and conditions of this Agreement.

     NOW  THEREFORE, in consideration of the material promises set forth in this
Agreement  and the Release Agreement, and other good and valuable consideration,
the  receipt  of  which  is  hereby  acknowledged,  the  parties hereby agree as
follows:

     1.  ISSUANCE  OF  WARRANTS.  The  Partnership hereby issues the Warrants to
         ----------------------
Stanford and its designees, on the terms, and subject to the conditions, of this
Agreement.  The  Warrants shall be evidenced by one or more warrant certificates
(the  "Warrant  Certificates")  in  the form of Exhibit A to this Agreement. The
       ---------------------                    ---------
Partnership  will  deliver  Warrant  Certificates  evidencing  the  Warrants  to
Stanford and its designees upon the execution of this Agreement.

     2.  REGISTRATION.  The  Partnership  shall  maintain  a  register  for  the
         ------------
issuance,  transfer  and  exchange  of  the  Warrants at its principal executive
office.  The Partnership shall be entitled to treat the registered holder of any
Warrant  (the  "Holder")  as  the owner of such Warrant for all purposes of this
Agreement,  and  the  Partnership  shall  not  be  affected by any notice to the
contrary.  The  Warrants  shall  be registered initially in the name of Stanford
and/or  one  or  more  Permitted  Transferees  (as defined in Section 3) in such
denominations as Stanford may request.

     3. TRANSFER AND EXCHANGE OF WARRANTS.
        ---------------------------------

          3.1  Permitted  Transferees. Stanford and any Permitted Transferee may
               ----------------------
     transfer  the  Warrants  in  whole  or in part, to the following persons (a
     "Permitted Transferee"):

               (i)  to  one  or  more  of  the officers, directors, employees or
          shareholders of Stanford or its affiliates, or

<PAGE>

               (ii)  any person who succeeds by operation of law to the interest
          of Stanford or any Permitted Transferee.

          3.2 Holders. The term "Holder" as used in this Agreement shall include
              -------
     any  Permitted  Transferee  to  whom  the Warrants have been transferred in
     accordance with the terms of this Agreement.

          3.3  Procedurefor Transfer. The Partnership shall only be obligated to
               ---------------------
     register  the  transfer of the Warrants upon delivery to the Partnership of
     the corresponding Warrant Certificates, accompanied by a Form of Assignment
     duly  endorsed by the Holder and evidence that the proposed transferee is a
     Permitted  Transferee.  Upon  any registration of transfer, the Partnership
     shall  deliver  a new Warrant Certificate evidencing the Warrants issued to
     the  transferee. A Warrant Certificate may also be exchanged, at the option
     of  any  Holder, for another Warrant Certificate or Warrant Certificates of
     different  denominations,  of  like tenor and representing in the aggregate
     the  right to purchase an equivalent number of Warrant Shares upon delivery
     to  the  Partnership  of  the  Warrant  Certificate  to  be  exchanged.
     Notwithstanding  the foregoing, the Partnership shall have no obligation to
     cause  any Warrants to be transferred on its books to any person if, in the
     opinion  of  counsel to the Partnership, such transfer does not comply with
     the  provisions  of the Securities Act of 1933, as amended (the "Act"), and
     the rules and regulations thereunder.

     4. EXERCISE OF WARRANTS
        --------------------

          4.1  Exercise  Price  and Term. The Warrants shall entitle the Holders
               -------------------------
     thereof  to  purchase  from  the  Partnership the Interests at an aggregate
     purchase  price of $100 (the "Exercise Price"), payable in full at the time
     of  exercise  of  the Warrants. In the event that the Holders exercise less
     than  all  of  the  Warrants,  then  the  Exercise  Price  will  reduced
     proportionately. The Warrants may be exercised, in whole or in part, at any
     time or from time to time after the Effective Date and ending at 5:00 p.m.,
     New  York City time on December 31, 2010 (the "Expiration Date"). After the
     Expiration  Date,  any unexercised Warrants shall be void and all rights of
     any Holder with respect thereto shall cease.

          4.2 Payment of Exercise Price. Each Holder must pay the aggregate
              -------------------------
     Exercise  Price  for  any  Warrants  being exercised in cash at the time of
     exercise.

          4.3 Exercise Procedure. The Warrants may be exercised by delivery to
              ------------------
     the  Partnership  of  the  corresponding  Warrant  Certificate, accompanied
     by  an  Election to Purchase duly executed by the Holder and the payment of
     the  aggregate Exercise Price for the Interests to be purchased. The Holder
     shall pay the Exercise Price by delivery of a check payable to the order of
     the  Partnership.  Promptly   after  the  exercise  of  the  Warrants,  the
     Partnership shall deliver to the Holder confirmation of the issuance of the
     Interests  to  the  Holder. All Interests shall be duly authorized, validly
     issued,  fully paid, non-assessable and free of preemptive rights, and free
     from all liens and charges other than those created by the Holder.

     5.  REPLACEMENT  WARRANTS.  In  case  any  Warrant  Certificate  shall  be
         ---------------------
mutilated, lost, stolen or destroyed, the Partnership shall issue and deliver in
exchange  and  substitution  for  and upon cancellation of the mutilated Warrant
Certificate  or  in  lieu  of and substitution for the lost, stolen or destroyed

<PAGE>

Warrant Certificate, a new Warrant Certificate of like tenor and representing an
equivalent  number  of  Warrant  Shares,  but  only  upon  receipt  of  evidence
reasonably satisfactory to the Partnership of such loss, theft or destruction of
such  Warrant  Certificate,  together  with  an  appropriate agreement regarding
indemnification  of  the  Partnership  relating to the issuance of a replacement
Warrant Certificate.

     6. REPRESENTATIONS, WARRANTIESAND COVENANTSOF PARTNERSHIP.
        ------------------------------------------------------

          6.1  Representations  and  Warranties  of Partnership. The Partnership
               -----------------------------------------------
     hereby represents and warrants to Stanford as follows:

               (a)  The Partnership has delivered to Stanford a true and correct
          copy  of  the Partnership Agreement as in effect on the date hereof, a
          copy of which is attached hereto as Exhibit B.

               (b)  The  Interests  to  be  issued  pursuant to the terms of the
          Warrants  will,  in  the  aggregate,  be  entitled to a 2% Partnership
          Percentage in the Partnership.

          6.2  Covenants of the Partnership. The Partnership hereby covenants to
               ---------------------------
     Stanford  that  the  Partnership will not take any of the following actions
     prior  to  the  exercise  or  expiration of all of the Warrants without the
     prior written consent of Stanford:

               (a)  Amend  or  modify  any  of the provisions of the Partnership
          Agreement.

               (b)  Issue  any  interests  in  the  Partnership,  other than the
          Interests to be issued pursuant to the terms of the Warrants.

               (c)  Consolidate with or merge into any other person, or sell all
          or substantially all of its assets.

          6.3 Payment of Certain Amounts upon Exercise of Warrants. In the event
              ----------------------------------------------------
     that  the  Partnership  makes any distributions to its Partners between the
     Effective  Date  and  the  date on which any Holder exercises any Warrants,
     then,  at  the time of exercise, the Partnership will pay to the Holder the
     portion  of such distributions which the Holder would have received had the
     Holder exercised such Warrants as of the Effective Date.

     7.  CONSOLIDATION, MERGER, SALE OF ASSETS, REORGANIZATION,ETC. In the event
         ---------------------------------------------------------
that  the  Partnership,  at  any  time  after  the  Effective  Date,  (i)  shall
consolidate  with  or  merge  into any other person and not be the continuing or
surviving person of such consolidation or merger, or (ii) shall permit any other
person  to  consolidate  with  or merge into the Partnership and the Partnership
shall  be  the  continuing  or  surviving  person  but,  in connection with such
consolidation  or  merger,  the Interests or other securities then issuable upon
exercise  of  the Warrants shall be changed into or exchanged for cash, stock or
other  securities  or property, or (iii) shall transfer, directly or indirectly,
all  or  substantially  all its properties and assets to any other person, then,
and  in  the  case  of  each such transaction, the Partnership shall make proper
provision  such  that,  upon  the  terms  and  in  the  manner  provided in this
Agreement,  the  Holders  of the Warrants, upon the exercise thereof at any time
after the consummation of such transaction, shall be entitled to receive, at the
Exercise Price, in lieu of the Interests issuable upon such exercise immediately

<PAGE>

prior  to  such  transaction,  the  amount of cash, stock or other securities or
property  to which the Holders would have been entitled if the Warrants had been
exercised in full immediately prior to such transaction. In the event of a sale,
lease, or conveyance or other transfer of all or substantially all of the assets
of  the  Partnership  as  part  of a plan of liquidation of the Partnership, all
rights  to  exercise  the  Warrants  shall  terminate twenty (20) days after the
Partnership  gives written notice to the Holders that such sale or conveyance or
other  transfer has been consummated, in which case, the Holders of the Warrants
so  exercised shall receive such consideration (property, cash or securities, or
a  combination  thereof)  for such exercised Warrants as if the Holders had been
partners of the Partnership as of the effective date of the liquidation.

     8.  RESTRICTION  ON  DISPOSITIONS.  The  issuance  of  the Warrants and the
         -----------------------------
Interests to be issued upon the exercise of the Warrants has not been registered
under the Act pursuant to any registration statement. Stanford acknowledges that
the  Warrants and the Interests may not be transferred except pursuant to (i) an
effective  registration  statement  under  the  Act,  or  (ii) an exemption from
registration  under  the  Act  permitting the disposition of such securities and
upon  delivery   to  the  Partnership  of  an  opinion  of  counsel,  reasonably
satisfactory   to  counsel   for  the  Partnership,  that  such  exemption  from
registration  is  available.  Stanford agrees that any certificates representing
the  Warrants and Interests shall bear an appropriate restrictive legend to such
effect.

     9. OPTION TO EXCHANGE WARRANTS.
        ---------------------------

          9.1  Option  to  Exchange Warrants for Series E Preferred. Each Holder
               ----------------------------------------------------
     may,  at  any time prior to the expiration or exercise of the Warrants held
     by  the  Holder,  elect to exchange the Warrants held by the Holder for the
     right  to  receive  shares of Series E Preferred from AMLH. Each Holder may
     exercise  this  right  by  delivering  written notice of such election (the
     Election Notice") to the Partnership and to AMLH. Upon the delivery of such
     notice,  the Warrants covered by such Election Notice shall be deemed to be
     cancelled and of no further force and effect.

          9.2  Number of Shares to be Received. The number of shares of Series E
               -------------------------------
     Preferred  to  be  received  by  any  Holder  following  the delivery of an
     Election  Notice  shall  be  equal  to:  (i)  the  "After  Tax Amount," (as
     calculated  below),  divided  by  (ii)  $15 per share (which amount will be
     subject  to  adjustment  in the event of any stock split, stock dividend or
     similar  transaction undertaken by AMLH). For purposes of this Section, the
     "After  Tax amount" shall mean the amount of distributions which would have
     been  received  by  such  Holder  from  the  Partnership  if the Holder had
     exercised  the cancelled Warrants, reduced, in the case of any Holder which
     is  taxable  as  a  corporation by    % and reduced, the case of any Holder
                                       ----
     which is an individual or any other entity, by     %.
                                                   -----

          9.3 Date of Issuance of Shares. AMLH will issue the Series E Preferred
              --------------------------
     to  any  Holder  which has elected to cancel Warrants within 10 days of the
     date  of  any  distributions by the Partnership which the Holder would have
     received  had  the  Holder exercised such Warrants. At such time, AMLH will
     issue  the number of shares to which the Holder is entitled with respect to
     such distribution pursuant to the formula set forth in Section 9.2.

<PAGE>

     10.  NOTICES.  Any  notice  which is given by any Holder to the Partnership
          -------
shall  be sufficiently given upon delivery by fax or three days after being sent
by registered or certified mail, postage prepaid as follows:


                           ------------------------

                           ------------------------

                           ------------------------

                           ------------------------

Any notice which is given by the Partnership to any Holder shall be sufficiently
given,  or  made, whether or not such Holder receives the notice, if sent by fax
or three days after being sent by registered or certified mail, postage prepaid,
addressed  to  such  Holder  at  its  last  address as shown on the books of the
Partnership.

     11.  GOVERNING  LAW.  The  validity, interpretation and performance of this
          --------------
Warrant Agreement and each Warrant shall be governed by the laws of the State of
Florida without giving effect to its principles of conflicts of law.

     12.  COUNTERPARTS.  This  Warrant  Agreement may be executed in two or more
          ------------
counterparts,  each of which when so executed shall be deemed to be an original,
and such counterparts shall together constitute but one and the same instrument.

                            [Signature Page Follows]


<PAGE>

     IN  WITNESS WHEREOF, the parties have executed this Warrant Agreement as of
the date first set forth above.


                               TIERRA  DEL  SOL  RESORT  (PHASE  2),
                               LTD.,  A FLORIDA LIMITED PARTNERSHIP

                               BY:  TDS  MANAGEMENT  LLC,  ITS  GENERAL  PARTNER

                               BY: /s/ Malcolm J. Wright
                                  --------------------------------------
                                  MALCOLM  J.  WRIGHT,  MANAGING  MEMBER


                               AMERICAN  LEISURE  HOLDINGS,  INC.,
                               A  NEVADA  CORPORATION

                               BY: /s/ Malcolm J. Wright
                                  -------------------------------------
                                  MALCOLM  J.  WRIGHT,  ITS  PRESIDENT


                              STANFORD  INTERNATIONAL  BANK,
                              LTD.,  AN  ANTIGUAN  BANKING  CORPORATION

                              BY: /s/ James M. Davis
                                 -------------------------------------
                              NAME: James M. Davis
                              ITS: CFO

<PAGE>

NEITHER  THE  WARRANTS  REPRESENTED  HEREBY  NOR  THE  SECURITIES  ISSUABLE UPON
EXERCISE  THEREOF  HAVE  BEEN  REGISTERED  UNDER  THE SECURITIES ACT OF 1933, AS
AMENDED  (THE  "ACT").  NONE  OF  SUCH  SECURITIES MAY BE OFFERED OR SOLD EXCEPT
PURSUANT  TO  (I)  AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (II) AN
AVAILABLE  EXEMPTION FROM REGISTRATION UNDER THE ACT RELATING TO THE DISPOSITION
OF  SECURITIES  AND  UPON  DELIVERY TO THE PARTNERSHIP OF AN OPINION OF COUNSEL,
REASONABLY SATISFACTORY TO COUNSEL FOR THE PARTNERSHIP, THAT SUCH EXEMPTION FROM
REGISTRATION  UNDER  THE ACT IS AVAILABLE. IN ADDITION, THE WARRANTS REPRESENTED
HEREBY  MAY  NOT  BE  TRANSFERRED  OR  EXERCISED  EXCEPT  IN ACCORDANCE WITH THE
PROVISIONS  OF  THE  WARRANT  AGREEMENT  DATED AS OF              , 2005 BETWEEN
                                                    --------------
                        AND                            .
------------------------   ----------------------------

No.
   -----------


<PAGE>
                     VOID AFTER 5:00 P.M. NEW YORK CITY TIME

                              ON            , 2010
                                ------------
                      TIERRA DEL SOL RESORT (PHASE 2) LTD.

                               WARRANT CERTIFICATE
                                       FOR
                WARRANTS TO ACQUIRE LIMITED PARTNERSHIP INTERESTS

                    ENTITLED TO A   % PARTNERSHIP PERCENTAGE
                                 ---

     THIS  WARRANT CERTIFICATE CERTIFIES THAT, for value received,        is the
                                                                  --------
holder  (the  "Holder") of Warrants entitling the Holder to purchase at any time
after             , 2005 and prior to 5:00 p.m., New York City time, on December
     -------------
31,   2010   (the  "Expiration  Date"),   limited   partnership  interests  (the
"Interests")  entitled  to a   % Partnership Percentage in Tierra Del Sol Resort
                            ---
(Phase 2) Ltd., a Florida limited partnership (the "Partnership"), at a purchase
price  (the  "Exercise  Price") of $50.00 per Partnership Percentage point, upon
presentation  and surrender of this Warrant Certificate, a duly executed Form of
Election to Purchase (attached hereto), and payment of the Exercise Price.

     This  Warrant  Certificate  is subject to, and entitled to the benefits of,
all  of  the  terms, provisions and conditions of the Warrant Agreement dated as
of           ,  2005  (the  "Warrant Agreement") among the Partnership, American
  ----------
Leisure  Holdings,  Inc.  and  Stanford  International Bank, Ltd., which Warrant
Agreement  is hereby incorporated herein by reference and made a part hereof and
to  which  reference  is  hereby  made  for  a  full  description of the rights,
limitations  of  rights, duties and immunities of the Partnership and the Holder
of  this  Warrant Certificate. A copy of the Warrant Agreement is on file at the
principal office of the Partnership.

     All  capitalized terms utilized in this Warrant Certificate, unless defined
in  this  Warrant  Certificate,  have  the  meanings  set  forth  in the Warrant
Agreement.

     The  Holder  of  this  Warrant Certificate in its capacity as the Holder of
Warrants  shall  not shall be entitled to any rights as a limited partner of the
Partnership.

     IN  WITNESS  WHEREOF,  the  Partnership  has  duly  executed  this  Warrant
Certificate as of the date set forth below.




DATED:                                TIERRA  DEL  SOL  RESORT  (PHASE  2),
      -------------------             LTD.,  A FLORIDA LIMITED PARTNERSHIP

                                      BY:
                                         ---------------------------------
                                      NAME:
                                      ITS:

<PAGE>

                               FORM OF ASSIGNMENT

(To  be  executed  by the Holder if such Holder desires to transfer this Warrant
Certificate).

TO:  Tierra  del  Sol  Resort  (Phase  2),  Ltd.  (the  "Partnership")


     FOR  VALUE  RECEIVED,                          hereby  sells   assigns  and
                          -------------------------
transfers  unto                        (the  "Transferee")  Warrants  to acquire
               ------------------------
limited  partnership  interests  (the "Interests") entitled to a   % Partnership
                                                                ---
Percentage,  as  evidenced by this Warrant Certificate, together with all right,
title  and  interest  therein,  and  does  hereby  irrevocably   constitute  and
appoint                    to  transfer such Warrants on the books of Tierra del
       --------------------
Sol Resort (Phase 2), Ltd., with full power of substitution.


                                         ----------------------------------
                                         (NAME  OF  HOLDER)


                                         ----------------------------------
                                         (SIGNATURE)



NOTICE:

     The  signature  on  the  foregoing  assignment must correspond to the names
written  upon  the face of this Warrant Certificate in every particular, without
alteration or enlargement or any change whatsoever.

<PAGE>

                          FORM OF ELECTION TO PURCHASE

(To  be  executed  if  Holder desires to exercise the Warrants evidenced by this
Warrant  Certificate).


TO:  Tierra  del  Sol  Resort  (Phase  2),  Ltd.  (the  "Partnership")

The  undersigned  hereby  (1)  irrevocably elects to acquire limited partnership
interests (the "Interests") entitled to a   % Partnership Percentage by exercise
                                         ---
of  the  Warrants  represented by this Warrant Certificate, (2) makes payment in
full  of the aggregate Exercise Price for such Warrant's by enclosure of a check
therefor  ,  and (3) agrees to be bound by the terms of the Agreement of Limited
Partnership  dated  December     ,  2005  of  the  Partnership.
                            -----

(Please  print  name  and  address)



DATED:                                  -----------------------------------
      ---------------                   (NAME  OF  HOLDER)

                                        -----------------------------------
                                        (SIGNATURE)




NOTICE:

     The  signature on the foregoing election to purchase must correspond to the
name  as  written upon the face of this Warrant Certificate in every particular,
without alteration or enlargement or any change whatsoever.

<PAGE>