Exhibit 10.1



                            STOCK PURCHASE AGREEMENT
                            ------------------------

                          Dated as of December 30, 2005


     THIS  STOCK  PURCHASE  AGREEMENT  ("this Agreement") is made by and between
HARBORAGE  LEASING  CORPORATION,  a  New  Hampshire  corporation ("Seller"), and
                                                                   ------
AMERICAN  LEISURE  HOLDINGS,  INC.,  a  Nevada  corporation  ("AMLH").
                                                               ----

                                 R E C I T A L S

     A.  Seller  is the record and beneficial owner of fifteen thousand (15,000)
shares  (the  "TDSR  Shares") of the common stock, par value $.01, of Tierra del
               ------------
Sol  Resort,  Inc.,  a  Florida corporation ("TDSR"), formerly known as Sunstone
                                              ----
Golf  Resort,  Inc.

     B.  AMLH desires to acquire the TDSR Shares, and Seller desires to sell the
TDSR  Shares,  on  the  terms  set  forth  in  this  Agreement.

     NOW  THEREFORE,  in  consideration  of mutual promises set forth herein and
other  good  and valuable consideration, the receipt and sufficiency of which is
hereby  acknowledged,  the  parties  hereby  agree  as  follows:

     1.   Purchase  and  Sale  of  TDSR  Shares.
          -------------------------------------

          1.1  Purchase  of TDSR Shares. Upon the execution and delivery of this
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     Agreement,  Seller  will  sell, assign and deliver the TDSR Shares to AMLH,
     and  AMLH  will  purchase  and  accept  the  TDSR  Shares.

          1.2  Purchase  Price  for TDSR Shares. The purchase price for the TDSR
               --------------------------------
     Shares  will  consist  of  the  following:

               (a)  The amount of $1,411,705.00, payable by AMLH pursuant to the
          terms  of  a promissory note to be made by AMLH in favor of Seller, or
          its designated assign, in the form of Exhibit A to this Agreement (the
          "Note");
           ----

               (b)  the  right  of  Seller  or its designated assign to receive,
          without  payment,  two  (2)  three-bedroom  condominium  units  to  be
          constructed  in  Phase  2 of the Tierra del Sol Resort currently being
          developed by affiliates of TDSR, at the time of their completion, free
          and  clear  of  all  liens  and  encumbrances.  AMLH shall pay for any
          documentary  stamp  taxes due as a result of such transfers. All other
          usual  and  ordinary settlement costs shall be allocated or charged to
          the  parties,  as  is customary between buyers and sellers in sales of
          such  units. In the event title to both such units is not delivered to
          Seller  by  December  31, 2007, then AMLH shall pay to Seller, in lieu
          thereof,  payment  of  $500,000.00  for  each  such  unit  that is not
          transferred  to  Seller  by  such  date;

               (c)  197,000  shares  of  the  common  stock  of  AMLH (the "AMLH
                                                                            ----
          Shares");  and
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               (d) warrants to acquire 300,000 additional shares of common stock
          of  AMLH at a price of $5.00 per share, as evidenced by the Warrant in
          the  form  of  Exhibit  B  to  this  Agreement  (the  "Warrant").
                                                                 -------

     2.   Additional  Agreements.
          ----------------------

          2.1  Put  Option.  AMLH hereby grants to Seller a put option (the "Put
               -----------                                                   ---
     Option")  pursuant  to  which Seller will have the right to require AMLH to
     ------
     repurchase  any  or  all  of the 197,000 AMLH Shares issued to Seller under
     Section  1.2(c),  subject  to  the  following  terms  and  conditions:

               (a)  The exercise price of the Put Option will be $5.00 per share
          (the "Option Exercise Price"), provided that the Option Exercise Price
          will  be adjusted to reflect stock dividends, stock splits and similar
          corporate  actions.

               (b) Subject to the provisions of Section 2.1(g) below, Seller may
          only  exercise  the  Put  Option  during  the  sixty  (60)  day period
          commencing  twelve  (12)  months  after  the  date  of this Agreement.

               (c)  Seller  may  exercise  the  Put Option by delivering written
          notice  of exercise to AMLH, which notice must set forth the number of
          shares  to  be  sold  to  AMLH.

               (d)  The parties will schedule a closing within ten (10) business
          days  of  AMLH's  receipt  of the notice of exercise. The closing will
          take  place  at  the  offices  of  AMLH.

               (e) At the closing of the Put Option, AMLH will deliver to Seller
          the  Option Exercise Price for the Put Option, and Seller will deliver
          to  AMLH the original stock certificates representing the AMLH Shares,
          duly  endorsed  in blank, or accompanied by duly executed stock powers
          in  proper  form.

               (f)  At  the closing of the Put Option, Seller will represent and
          warrant  to  AMLH that it has the authority to deliver the AMLH Shares
          to  AMLH  and  that the shares are being transferred to AMLH, free and
          clear  of  all liens, charges, claims, encumbrances, pledges, security
          interests,  community  property  rights, equities, liabilities, debts,
          restrictions  on  transfer  or  other  defects in title of any kind or
          nature.

               (g)  The  Put  Option  will expire and be of no further force and
          effect  after  the  occurrence  of  both  of  the  following  events:

                    (i) Seller is able to sell the AMLH Shares into the existing
               public  market  pursuant to either: (A) an effective registration
               statement  under  the  Securities  Act  of  1933, as amended (the
               "Securities Act") covering such shares, or (B) Rule 144 under the
               Securities  Act;  and

                    (ii)  After  the  fulfillment  of the condition set forth in
               Section  2.1(g)(i) above, the average closing price of the common
               stock  of  AMLH  (as  reported  by  the OTC Bulletin Board or the

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               principal exchange on which the common stock may then be trading)
               for  a  period  of thirty (30) consecutive trading days equals or
               exceeds  $5.00  per  share.

          2.2  Guarantee.  Upon  the  execution  and delivery of this Agreement,
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     Malcolm J. Wright will execute and deliver to Seller the Guaranty Agreement
     in  the  form  of  Exhibit  C  (the "Guarantee"), pursuant to which he will
                                          ---------
     guarantee  the  obligations  of  AMLH  under  the Note, the Put Option, and
     Section  1.2(b) related to the payment in lieu of title to the condo units.

          2.3  Delivery  of  Documents.  Upon the execution and delivery of this
               -----------------------
     Agreement,  the  parties  will  deliver  the  following  documents:

               (a)  Seller  will  deliver  to  AMLH:

                    (i)  the  certificates  representing  the  TDSR Shares, duly
               endorsed  in  blank, or accompanied by duly executed stock powers
               in  proper  form  for  transfer;

               (b)  AMLH  will  deliver  to  Seller:

                    (i)  the  duly  executed  Note;

                    (ii)  the  stock  certificate  representing the AMLH Shares;

                    (iii)  the  duly  executed  Warrant  Agreement;  and

                    (iv) the Guarantee,  duly  executed  by  Malcolm  J. Wright.

     3.  Representations  and  Warranties  of  Seller.
         --------------------------------------------

         Seller  hereby  represents  and  warrants  to  AMLH  as  follows:

          3.1 Ownership of TDSR Shares. Seller owns the TDSR Shares beneficially
              ------------------------
     and  of  record and will deliver the TDSR Shares to AMLH, free and clear of
     all  liens,  charges,  claims,  encumbrances,  pledges, security interests,
     community  property  rights,  equities, liabilities, debts, restrictions on
     transfer  (other  than  those in that certain Shareholders Agreement, dated
     January  1,  2000,  by  and  between  Seller  and  Arvimex, Inc. as initial
     shareholders  of  TDSR, but which restrictions Arvimex has waived) or other
     defects  in  title of any kind or nature. The TDSR Shares constitute all of
     Seller's  interest  in  TDSR  or  its  affiliates.

          3.2  Authority to Enter into Agreement; Enforceability. Seller has the
               -------------------------------------------------
     right,  power, legal capacity and authority to enter into and carry out the
     terms  and  provisions  of  this  Agreement  and the other agreements to be
     entered  into  by  Seller  in  connection  with  the  consummation  of this
     Agreement,  without  obtaining  the  approval  or  consent  of any party or
     authority.  This  Agreement and such other agreements constitute the legal,
     valid  and  binding  agreements  of  Seller,  enforceable  against  it  in
     accordance  with  its  terms.

          3.3  Compliance with Laws and Other Instruments. Neither the execution
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     and delivery of this Agreement or any other agreement to be entered into by
     Seller pursuant to this Agreement, nor the consummation of the transactions

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     contemplated  by  this  Agreement  or  such other agreements, will conflict
     with, or result in a violation or breach of, or constitute a default under,
     any  term or provision of any order, judgment, injunction, decree, license,
     permit,  statute,  ordinance,  rule  or  regulation  of  any  court  or any
     governmental  or  regulatory  authority or any indenture, mortgage, deed of
     trust,  lease,  contract,  instrument,  commitment  or  other  agreement or
     arrangement to which Seller is a party or by which he or his properties are
     bound.

          3.4 Confirmation of Interest in TDSR and Affiliates. After the sale of
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     the  TDSR  Shares  to AMLH, Seller will not have any continuing interest in
     TDSR,  AMLH or any of their affiliates, and none of these persons will have
     any contractual or other obligations to Seller except for those obligations
     expressly  set  forth in this Agreement and the exhibits to this Agreement.

     4.  Representations and Warranties of AMLH. AMLH represents and warrants to
         --------------------------------------
Seller  as  follows:

          4.1  Authority  to  Enter into Agreement; Enforceability. AMLH has the
               ---------------------------------------------------
     right,  power, legal capacity and authority to enter into and carry out the
     terms of this Agreement and the other agreements to be entered into by AMLH
     pursuant  to  the terms of this Agreement without obtaining the approval or
     consent of any party or authority. This Agreement and such other agreements
     constitute  the  legal,  valid  and  binding agreements of AMLH enforceable
     against  AMLH  in  accordance  with  their  respective  terms.

          4.2  Compliance with Laws and Other Instruments. Neither the execution
               ------------------------------------------
     and delivery of this Agreement or any other agreement to be entered into by
     AMLH  pursuant  to this Agreement, nor the consummation of the transactions
     contemplated  by  this  Agreement  or  such other agreements, will conflict
     with, or result in a violation or breach of, or constitute a default under,
     any  term  or  provision  of  the  articles of incorporation, bylaws or any
     order,  judgment,  injunction, decree, license, permit, statute, ordinance,
     rule or regulation of any court or any governmental or regulatory authority
     or  any  indenture,  mortgage,  deed of trust, lease, contract, instrument,
     commitment or other agreement or arrangement to which AMLH is a party or by
     which  they  or  their  properties  are  bound.

     5.  Survival   of   Representations,   Warranties   and   Covenants.   All
         ---------------------------------------------------------------
representations, warranties and agreements made by the parties in this Agreement
will  survive  the execution, delivery and performance of this Agreement and any
investigations, inspections or examinations made by or on behalf of the parties.
All  such  representations  and  warranties will remain in full force and effect
until  the  expiration  of  the  applicable  statute  of  limitations.

<PAGE>

     6.  Miscellaneous.
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          6.1 Expenses. Except as otherwise provided hereby, all legal and other
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     costs  and  expenses  incurred  in  connection  with this Agreement and the
     transactions  contemplated  herein  will be paid by each party as each such
     party  incurs  such  expenses.

          6.2  Notices.  Any notice or other communication required or permitted
               -------
     under this Agreement will be given in writing and will be delivered by hand
     or air courier or sent by certified mail, return receipt requested, postage
     prepaid,  addressed  as  follows:

               If  to  Seller,  to:

               Harborage  Leasing  Corporation
               c/o  585  Stewart  Avenue
               Room  409
               Garden  City,  NY  11530


               If  to  AMLH,  to:

               2460  Sand  Lake  Road
               Orlando,  Florida  32809

Any  such  notice  or communication will be effective and be deemed to have been
given  as of the date delivered, if by hand or air courier, or as of the date or
receipt  or  refusal,  if mailed.  Any party may change the foregoing address by
giving  notice  to  all  of  the other parties in the manner provided under this
Section  6.2.

          6.3  Entire  Agreement.  This  Agreement  and  the  exhibits  to  this
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     Agreement:  (i)  constitute  the  entire  and  exclusive  agreement  and
     understanding  between  the  parties  with  respect  to  the subject matter
     hereof;  (ii)  will inure only to the benefit of the parties hereto, and no
     other  person  will  have  any  rights hereunder, (iii) except as otherwise
     provided herein, will be binding upon the respective successors and assigns
     of the parties; and (iv) supersede and revoke all prior agreements, oral or
     written.  All  Exhibits  hereto  will  be  deemed a part of this Agreement.

          6.4  Applicable  Law.  The  validity, enforcement, and construction of
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     this  Agreement  will  be  governed  by  the  laws of the State of Florida.

          6.5  Binding Arbitration. The parties will arbitrate any dispute which
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     may arise between them with respect to or in connection with this Agreement
     or  the prior relationship of the parties. Such dispute will be resolved in
     accordance  with  the  then  applicable  rules  of the American Arbitration
     Association.  The  award of the arbitrators will be binding on the parties,
     and  judgment  on  such  award  may  be  entered  in any court of competent
     jurisdiction.  Arbitration  will  take  place  in  Miami,  Florida.

          6.6  Headings.  The  headings  in  this  Agreement  are  solely  for
               --------
     convenience  of  reference  and  will  not  affect  its  interpretation.

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          6.7  Counterparts.  This  Agreement  may  be  executed  in  as  many
               ------------
     counterparts  as  may be deemed necessary or convenient, all of which taken
     together  will  constitute  one  and  the  same  instrument, and any of the
     parties  hereto may execute this Agreement by signing any such counterpart.

          6.8  Gender,  Etc.  Words  used  herein,  regardless of the number and
               ------------
     gender specifically used, will be deemed and construed to include any other
     number,  singular  or  plural, and any other gender, masculine, feminine or
     neuter,  as  the  context  requires.

          6.9  Interpretation.  No  provision  of  this  Agreement  is  to  be
               --------------
     interpreted  for  or  against  any party because that party or that party's
     legal  representative  drafted  such  provision.

          6.10  Provisions  Separable.  The  provisions  of  this  Agreement are
                ---------------------
     independent  of  and  separable  from  each other, and no provision will be
     affected  or  rendered  invalid or unenforceable by virtue of the fact that
     for  any  reason  any  other  provision  or  provisions  may  be invalid or
     unenforceable  in  whole  or  in  part.

          6.11  Independent Counsel. The parties acknowledge and agree that each
                -------------------
     of  them  has  been  represented  by its own counsel in connection with the
     preparation  of  this  Agreement.

          6.12  Amendments;  Waivers. This Agreement may be amended or modified,
                --------------------
     and  any of the terms, covenants, representations, warranties or conditions
     in this Agreement may be waived, only by written instrument executed by the
     parties,  or  in the case of a waiver, by the party waiving compliance. Any
     waiver  by  any  party of any condition, or of the breach of any provision,
     term,  covenant, representation or warranty contained in this Agreement, in
     any  one  or  more  instances,  will not be deemed to be nor construed as a
     further  waiver of such condition, or of the breach of any other provision,
     term,  covenant,  representation  or  warranty  of  this  Agreement.

          6.13  Attorney  Fees. In the event of any legal proceedings (including
                --------------
     arbitration)  arising  out  of this Agreement, the prevailing party will be
     entitled  to  recover  from the non-prevailing party or parties, reasonable
     cost  and  expenses,  including attorneys fees, incurred by such prevailing
     party  in  such  proceedings.  As used herein, attorneys fees will include,
     without  limitation,  attorneys  fees  incurred  by  such  party  in  any
     arbitration,  judicial, bankruptcy, administrative or other proceedings, in
     any  appellate  proceedings,  and  in  any  post-judgment  proceedings.

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     IN  WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day  and  year  first  above  written.

                                        SELLER:
                                        ------



                                        Harborage  Leasing  Corporation



                                        By: /s/ Ed Teraskiewicz
                                           ----------------------------

                                        Its: President
                                            ---------------------------

                                        Name: Ed Teraskiewicz
                                             --------------------------


                                        AMLH:
                                        ----

                                        American  Leisure  Holdings,  Inc.



                                        By:/s/ Malcolm J. Wright
                                           -----------------------------
                                        Its: CEO
                                            ----------------------------
                                        Name: Malcolm J. Wright
                                             ---------------------------

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