Exhibit 10.4



                               GUARANTY AGREEMENT
                               ------------------

                          Dated as of December 30, 2005


     THIS  GUARANTY  AGREEMENT  ("this  Guaranty") is made by MALCOLM J. WRIGHT,
with  an  address  at  2460  Sand  Lake  Road,  Orlando,  Florida  32809  (the
"Guarantor"),  in  favor  of  HARBORAGE  LEASING  CORPORATION,  a  New Hampshire
corporation  ("Seller").

                                    RECITALS
                                    --------

     A.  American  Leisure  Holdings,  Inc.,  a Nevada corporation ("AMLH"), and
Seller have entered into a certain Stock Purchase Agreement dated as of December
30,  2005  (the  "Purchase Agreement"), pursuant to which AMLH has (i) issued to
Seller  a  promissory  note  in the principal amount of $1,411,705 (the "Note"),
(ii)  agreed  to  repurchase  up  to  197,000 shares of the common stock of AMLH
issued  to  Seller pursuant to the terms of a put option more fully described in
the  Purchase  Agreement  (the  "Put  Option"),  and (iii) agreed to transfer to
Seller title to two (2) three-bedroom condominium units, free and clear of liens
and  encumbrances,  on  or  before December 31, 2007 or, in lieu thereof, to pay
Seller  $500,000.00,  as  more  fully  described  in  the  Purchase  Agreement.

     B.  The  Guarantor  is  a  principal  shareholder  of  AMLH.

     C.  Seller's  agreement  to enter into the Purchase Agreement is contingent
upon  the  Guarantor's  execution  and  delivery  of  this  Guaranty.

                                   AGREEMENTS
                                   ----------

     NOW,  THEREFORE,  in  consideration  of  the  premises  and  other good and
valuable  consideration  (the  receipt  and  adequacy  of  which  are  hereby
acknowledged),  the  Guarantor  agrees  as  follows:

     Section  1.  Guaranty.  The  Guarantor  hereby  irrevocably, absolutely and
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unconditionally guarantees to Seller: (i) the punctual payment when due, whether
at  stated maturity, by acceleration or otherwise, of all obligations of AMLH to
Seller now or hereafter existing or arising under or evidenced by the Note, (ii)
the  prompt,  punctual  and faithful performance when due, of all obligations of
AMLH  under  the  Put  Option;  and  (iii)  the  prompt,  punctual  and faithful
performance  when  due,  of  all obligations of AMLH under Section 1.2(b) of the
Purchase  Agreement  related to the transfer of the above referenced condominium
units  to  Seller,  or  cash  payment  in lieu thereof (all such obligations and
liabilities  referred  to  in  this  Section  1  being  "the  Obligations"  or
"Obligations").  In  addition,  the Guarantor agrees to pay any and all expenses
(including  reasonable  counsel fees and expenses at whatever level) incurred by
Seller  in  enforcing  any  rights  under  this  Guaranty.

     Section 2. Guaranty Absolute. The Guarantor guarantees that the Obligations
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will be paid and performed strictly in accordance with the terms of the Note and

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Purchase  Agreement  regardless of any law, regulation or order now or hereafter
in  effect  in  any  jurisdiction  affecting  any of such terms or the rights of
Seller  with respect thereto. The liability of the Guarantor under this Guaranty
shall  be  absolute  and  unconditional  irrespective  of:

          (a)  any  lack of validity or enforceability of any payment provisions
     of  the  Note  or  the  Purchase  Agreement;

          (b)  any  change in the time, manner or place of payment of, or in any
     other  term  of,  all  or  any  of  the  Obligations;

          (c) the voluntary or involuntary bankruptcy of AMLH, or any assignment
     for  the benefit of creditors, reorganization, receivership, liquidation or
     other  similar  proceedings  affecting  AMLH  or  any  of  its  assets;

          (d)  any  present  or  future  action  of  any  governmental authority
     amending, varying, reducing or otherwise affecting, or purporting to amend,
     vary,  reduce  or otherwise affect, any of the Obligations, the Note or the
     Purchase  Agreement  or  this  Guaranty;

          (e) any other event or circumstance which might otherwise constitute a
     defense  available  to,  or  a  discharge  of,  AMLH  or  a  guarantor.

     Nothing  herein  to  the  contrary  withstanding,  this  Guaranty  shall
     continue  to  be  effective or be reinstated, as the case may be, if at any
     time  any  payment of any of the Obligations is rescinded or must otherwise
     be  returned by Seller upon the insolvency, bankruptcy or reorganization of
     AMLH  otherwise,  all  as  though  such  payments  had  not  been  made.

     Section  3.  Waiver.  The  Guarantor  hereby  unconditionally  waives:
                  ------

          (a) any requirement that Seller protect, secure, perfect or insure any
     security  interest  or  lien on any property subject thereto or exhaust any
     right  or take any action against AMLH or any other person or entity or any
     collateral;

          (b)  any  defense  based  on  any  event or circumstances described in
     Section  2  of  this  Agreement;

          (c)  any  duty  of  Seller  to advise the Guarantor of any information
     known  to  Seller  regarding  the  financial condition of AMLH or any other
     circumstance affecting AMLH's ability to perform its obligations to Seller,
     it  being  agreed  that  the Guarantor assumes responsibility for being and
     keeping  informed  regarding  such  condition or any such circumstance; and

          (d) until Seller shall have been paid in full, any right the Guarantor
     might  otherwise  have  to  subrogation  or the marshaling of AMLH's assets

     Section  4.  Subrogation. The Guarantor shall not exercise any rights which
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it  may  acquire  by way of subrogation under this Guaranty, by any payment made
hereunder  or otherwise, until all the Obligations shall have been paid in full.

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If  any  amount  shall  be  paid to the Guarantor on account of such subrogation
rights  at  any  time when all the Obligations shall not have been paid in full,
such amount shall be held in trust for the benefit of Seller and shall forthwith
be  paid  to  Seller  to  be  credited and applied upon the Obligations, whether
matured  or  unmatured,  in  accordance  with  the  terms  of  the  Note.

     Section 5. Amendments, Etc. No amendment or waiver of any provision of this
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Guaranty  nor  consent  to any departure by the Guarantor therefrom shall in any
event  be effective unless the same shall be in writing and signed by Seller and
the  Guarantor,  and  then such waiver or consent shall be effective only in the
specific  instance  and  for  the  specific  purpose  for  which  given.

     Section  6.  Notices.  All  notices, requests, approvals, consents or other
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communications  provided for under this Agreement shall be in writing and mailed
or  hand-delivered  to  the  applicable  party at the addresses indicated below:

                    HARBORAGE  LEASING  CORPORATION
                    C/O  585  STEWART  AVENUE
                    ROOM  409
IF  TO  SELLER:     GARDEN  CITY,  NY  11530


                    THE  ADDRESS  SET  FORTH  AT  THE
                    HEAD  OF  THIS  GUARANTY  (OR,  IF  NO  ADDRESS
                    IS  SET  FORTH  THERE,  THE  ADDRESS  OF  THE
                    GUARANTOR  IN  SELLER'S  RECORDS)
IF  TO  THE  GUARANTOR:



All such communication shall, when hand-delivered, be in effective when received
and,  when mailed, be effective three (3) business days after being deposited in
the mails, addressed as aforesaid except that mailed notices to Seller shall not
be  effective  unless  and  until  received  by  Seller.

     Section  7.  No  Waiver;  Remedies.  No  failure  on  the part of Seller 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  further  exercise thereof or the exercise of any other
right.  The  remedies  herein  provided  are cumulative and not exclusive of any
remedies  provided  by  law.

     Section  8. Continuing Guaranty. This Guaranty is a continuing guaranty and
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shall  (i)  remain  in  full  force  and  effect  until  payment  in full of the
Obligations  and  all other amounts payable under this Guaranty and satisfaction
of  the  Note;  (ii) be binding upon the Guarantor and his heirs, successors and
assigns,  and (iii) inure to the benefit of and be enforceable by Seller and its

<PAGE>

successors,  transferees  and assigns. In the event that Seller assigns the Note
and  this  Guarantee,  the  Seller  will  promptly  notify the Guarantor of such
assignment.

     Section  9. Default. Upon the occurrence of an Event of Default (as defined
                 -------
in the Note), all the Guarantor's obligations hereunder shall immediately be due
and  payable  in  full.

     Section 10. Governing Law. THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED
                 -------------
IN  ACCORDANCE  WITH  THE  LAW  OF  THE  STATE OF FLORIDA, WITHOUT REGARD TO ANY
CONFLICT-OF-LAW  RULE  OR PRINCIPLE THAT WOULD GIVE EFFECT TO THE LAW OF ANOTHER
JURISDICTION.

     Section  11.  Terminology.  As used herein, "hereof," "hereunder," "hereby"
                   -----------
and  "herein"  refer to this Guaranty as a whole and not merely the paragraph in
which  they  appear.  As used herein, masculine pronouns shall be read as neuter
pronouns  if  and  as  appropriate.

     Section  12.  Severability. If any provision of this Guaranty shall be held
                   ------------
invalid  under  any  applicable  law, such invalidity shall not affect any other
provision  of  this  Guaranty  that  can  be  given  effect  without the invalid
provision,  and,  to  that  end,  the  provision  hereof  are  severable.

     Section  13.  Submission  to Jurisdiction. The Guarantor hereby irrevocably
                   ---------------------------
(a)  submits,  in  any  legal  proceeding  relating  to  this  Guaranty,  to the
non-exclusive  in  personam  jurisdiction of any state or United States court of
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competent  jurisdiction sitting in the State of Florida and agrees to suit being
brought in any such court; (b) waives any objection that it 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; (c)
agrees  to  service of process in any such legal proceeding by mailing of copies
thereof  (by  registered  or certified mail, if practicable) postage prepaid, to
the  Guarantor's  address  specified  at the head of this Guaranty or such other
address  of  which  Seller  shall have been notified in writing; (d) agrees that
nothing  herein shall affect the right of Seller to effect service of process in
any  other  manner  permitted  by law; and (e) agrees that Seller 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 the Guarantor in
any  other  court  having  jurisdiction over the Guarantor under applicable law.

     Section  14.  Waiver  of  Jury  Trial. GUARANTOR AND (BY ACCEPTANCE HEREOF)
SELLER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT EITHER OF
THEM  MAY  HAVE  TO  A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING ANY
COUNTERCLAIM)  BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
GUARANTY, THE NOTE, OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE
OF  DEALING,  STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF SELLER OR THE
GUARANTOR. THIS PROVISION IS A MATERIAL INDUCEMENT FOR SELLER TO ACCEPT THE NOTE
AND  ENTER  INTO  THE  TRANSACTION  WITH  AMLH.

<PAGE>

     IN  WITNESS  WHEREOF,  the  Guarantor  has duly executed and delivered this
Guaranty  as  of  the  date  first  above  written.


                                        /s/ Malcolm J. Wright
                                        ----------------------------------
                                        MALCOLM  J.  WRIGHT,  INDIVIDUALLY

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