Exhibit 10.16



NEITHER  THE  WARRANTS  NOR  THE  PARITICIPATION  INTEREST TO BE ISSUED UPON THE
EXERCISE  HEREOF  HAVE  BEEN  REGISTERED  UNDER  THE  SECURITIES ACT OF 1933, AS
AMENDED,  OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND MAY NOT BE SOLD,
TRANSFERRED,  OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT,
UNLESS  IN  THE  OPINION  OF  COUNSEL  TO  THE  COMPANY SUCH REGISTRATION IS NOT
REQUIRED.

                                    WARRANT

                For the Purchase of a Participation Interest in

                           SOUTH BEACH RESORTS, LLC,
                      A FLORIDA LIMITED LIABILITY COMPANY



WARRANT NO. 1                                                WARRANT TO PURCHASE
DATED DECEMBER 22, 2006                                %  PARTICIPATION INTEREST

     THIS  WARRANT  CERTIFIES  THAT,  for value received,               ; or its
                                                         --------------
registered  assigns  (the  "HOLDER")  is  entitled  to  acquire from South Beach
                            ------
Resorts,  LLC,  a  Florida limited liability company, whose address is 2460 Sand
Lake Road, Orlando, Florida 32809 (the "COMPANY"), a % participation interest in
                                        -------
the Net Proceeds (as defined below) realized by the Company or its successors or
assigns  upon  the  disposition  of  the  real property owned by the Company and
located  at  740  Ocean  Drive,  Miami Beach, Florida and known as the Boulevard
Hotel  (the  "PROPERTY") at any time on or prior to the closing date of the sale
              --------
or  other disposition of the Property (the "EXPIRATION DATE"), at such price and
                                            ---------------
upon  such  terms  and conditions as set forth herein. If not exercised prior to
the  Expiration  Date,  this  Warrant  and all rights granted under this Warrant
shall  expire  and lapse. As used herein, "Net Proceeds" shall mean the proceeds
realized  upon the disposition or refinancing of the Property less the Company's
cost  basis  in  the  Property;  provided,  however,  that  for  purposes of the
calculation  of Net Proceeds, all operating losses or operating profits relating
to  the  Property  shall  be  excluded.

     The  term  "Warrant"  as  used  herein  shall  include this Warrant and any
warrants  issued  in  substitution  for  or  replacement of this Warrant, or any
warrant  into  which  this  Warrant  may  be  divided  or  exchanged.  The     %
                                                                          -----
participation  interest  purchasable  upon  exercise  of  this  Warrant shall be
referred  to  hereinafter  collectively  as  the  "PARTICIPATION  INTEREST."
                                                   ------------------------

     1.  EXERCISE.

          (a)  PURCHASE PRICE. The aggregate purchase price of the Participation
     Interest  issuable  upon exercise of this Warrant shall be $1.00 ("PURCHASE
                                                                        --------
     PRICE").
     -----

          (b)  WARRANT EXERCISE. The purchase rights represented by this Warrant
     may  be exercised by the Holder, in whole or in part, at any time, and from

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     time to time prior to the Expiration Date, by the surrender and presentment
     of  this  Warrant  accompanied by a duly executed Notice of Exercise in the
     form  attached hereto (the "EXERCISE NOTICE"), together with the payment of
                                 ---------------
     the  Purchase Price, all of which shall be presented to the Company, at its
     principal  office  as set forth on page 1 of this Warrant, or at such other
     place  as  the  Company  may  designate by notice in writing to the Holder.

          (c)  PAYMENT OF NET PROCEEDS. As soon as practicable after the closing
     of  the  sale  or  other disposition of the Property, but in no event later
     than  two  business  days thereafter, the Company pay to the Holder and its
     assigns  their  respective  share  of  the  Net  Proceeds in cash, and such
     payment  shall  be  accompanied by a statement in reasonable detail setting
     forth  the Company's calculation of Net Proceeds. All Net Proceeds shall be
     held  in  escrow  by  the  Company's  attorneys  pending payment of the Net
     Proceeds.  This  Warrant  shall  be  deemed to have been exercised, and the
     Participation  Interest  acquired  thereby  shall be deemed issued, and the
     Holder  or  any  person(s) designated by the Holder shall be deemed to have
     become  holders  of record of such Participation Interest for all purposes,
     as  of  the  close  of  business  on  the  date that this Warrant, the duly
     executed  and  completed  Exercise Notice, and full payment of the Purchase
     Price  has been presented and surrendered to the Company in accordance with
     the  provisions  of  Section  1(b).

     2.  EXCHANGE,  ASSIGNMENT,  OR  LOSS  OF  WARRANT.

          (a)  This  Warrant  is  exchangeable,  without  expense  other than as
     provided  in  this Section 2, at the option of the Holder upon presentation
     and  surrender  hereof  to  the  Company  for  other  Warrants of different
     denominations  entitling  the  Holder  thereof  to acquire a portion of the
     Participation  Interest  that  may  be  acquired  hereunder.

          (b)  All of the covenants and provisions of this Warrant by or for the
     benefit  of the Holder shall be binding upon and shall inure to the benefit
     of  its  successors  and  permitted  assigns hereunder. This Warrant may be
     sold,  transferred,  assigned,  or  hypothecated  only  in  compliance with
     Section  4  herein. If permitted under Section 4, any such assignment shall
     be  made  by surrender of this Warrant to the Company, together with a duly
     executed  assignment  in  the  form  attached  hereto  ("ASSIGNMENT FORM"),
                                                              ---------------
     whereupon  the  Company  shall,  without  charge, execute and deliver a new
     Warrant  containing  the  same  terms and conditions of this Warrant in the
     name  of  the  assignee  as  named in the Assignment Form, and this Warrant
     shall  be canceled at that time. This Warrant, if properly assigned, may be
     exercised  by  a  new  Holder  without first having the new Warrant issued.

          (c)  This  Warrant may be divided or combined with other Warrants that
     carry  the  same  rights upon presentation and surrender of this Warrant at
     the  office  of  the  Company, together with a written notice signed by the
     Holder, specifying the names and denominations in which new Warrants are to
     be  issued.

          (d)  The  Company will execute and deliver to the Holder a new Warrant
     of  like  tenor and date upon receipt by the Company of evidence reasonably
     satisfactory  to  it of the loss, theft, destruction, or mutilation of this
     Warrant; provided, that (i) in the case of loss, theft, or destruction, the

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     Company  receives  a  reasonably satisfactory indemnity or bond, or (ii) in
     the case of mutilation, the Holder shall provide and surrender this Warrant
     to  the  Company  for  cancellation.

          (e)  Any  new  Warrant  executed  and  delivered  by  the  Company  in
     substitution  or replacement of this Warrant shall constitute a contractual
     obligation  of  the  Company  regardless  of whether this Warrant was lost,
     stolen,  destroyed  or  mutilated,  and  shall be enforceable by any Holder
     thereof.

          (f)  The  Holder shall pay all transfer and excise taxes applicable to
     any  issuance  of  new  Warrants  under  this  Section  2.

     3.  RIGHTS  OF THE HOLDER. Prior to exercise, this Warrant will not entitle
the  Holder  to  any  rights  of  a  member  in  the Company (including, without
limitation,  rights  to  receive  distributions,  vote  or  receive  notice  of
meetings).  The  Company covenants, however, that for so long as this Warrant is
at  least  partially  unexercised, it will furnish the Holder with copies of all
reports  and  communications furnished to the members of the Company. The rights
of  the  Holder  are  limited  to  those  expressed  in this Warrant and are not
enforceable  against  the  Company  except  to  the  extent set forth herein. No
provision of this Warrant, in the absence of affirmative action by the Holder to
exercise  this  Warrant,  and  no  enumeration in this Warrant of the rights and
privileges of the Holder, will give rise to any liability of such Holder for the
Purchase  Price.

     4.  TRANSFER  TO  COMPLY  WITH  THE  SECURITIES  ACT.  This Warrant and the
Participation Interest or any other security issued or issuable upon exercise of
this Warrant may not be offered or sold except in compliance with the Securities
Act  of  1933,  as  amended  (the  "SECURITIES  ACT").
                                     --------------

     5.  BEST  EFFORTS.  The Company covenants that it will not, by amendment of
its  Articles  of  Organization  or  Operating  Agreement,  or  through  any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale  of  securities,  or any other voluntary action, avoid or seek to avoid the
observation  or performance of any of the terms of this Warrant, but will at all
times  in  good  faith  assist in carrying out all those terms and in taking all
action  necessary  or  appropriate  to  protect  the  rights  of  the  Holder.

     6.  FURTHER  ASSURANCES.  The  Company  will take all such action as may be
necessary  or  appropriate in order that the Company may validly and legally pay
the  Participation  Interest.

     7.  NOTICES.  All  notices,  demands,  requests,  certificates  or  other
communications  by  the  Company  to the Holder and by the Holder to the Company
shall  be  in  writing  and  shall  be  deemed to have been delivered, given and
received  when  personally given or on the third calendar day after it is mailed
by registered or certified mail to the Holder, postage pre-paid and addressed to
the  Holder  at his last registered address or, if the Holder has designated any
other  address  by notice in writing to the Company, to such other address; and,
if  to  the Company, addressed to it at that address appearing on page 1 of this
Warrant. The Company may change its address for purposes of service of notice by
written  notice  to the Holder at the address provided above, and the Holder may
change  his  address  by  written  notice  to  the  Company.

     8.  APPLICABLE  LAW.  This  Warrant  shall be governed by, and construed in
accordance  with,  the  laws  of  the  State  of  Florida.

<PAGE>

     9.  SURVIVAL.  The  various rights and obligations of the Holder and of the
Company  set  forth  herein  shall  survive  the  exercise and surrender of this
Warrant.

     10.  NO AMENDMENTS OR MODIFICATIONS. Neither this Warrant nor any provision
hereof  may  be  amended, modified, waived or terminated except upon the written
consent  of  the  Company  and  the  Holder  of  this  Warrant.

     11.  DESCRIPTIVE HEADINGS. The descriptive headings of the several Sections
of  this  Warrant are inserted for convenience only and do not constitute a part
of  this  Warrant.


                         SOUTH  BEACH  RESORTS,  LLC


                         By:   AMERICAN LEISURE HOLDINGS, INC.,
                               its sole member

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

                         Dated:
                               --------------------------



<PAGE>

                            SOUTH BEACH RESORTS, LLC
                            ------------------------

                                 EXERCISE NOTICE
                                 ---------------

     The  undersigned  hereby  irrevocably  elects to exercise the Warrant No. 1
dated December 22, 2006 (the "WARRANT"), pursuant to the provisions of Section 1
                              -------
of  the Warrant, to the extent of purchasing the Participation Interest of South
Beach  Resorts, LLC and hereby makes a payment of $1.00 in payment therefor.  In
exercising  the  Warrant, the undersigned hereby confirms that the Participation
Interest  to be issued hereunder is being acquired for investment and not with a
view  to  the  distribution  thereof. Please issue a certificate or certificates
representing  said  Participation  Interest in the name of the undersigned or in
such  other  name  as  is  specified  below.  Please issue a new Warrant for the
unexercised portion of the attached Warrant in the name of the undersigned or in
such  other  name  as  is  specified  below.


                                   -----------------------------------------
                                   Name  of  Holder


                                   -----------------------------------------
                                   Signature  of  Holder
                                   or  Authorized  Representative


                                   -----------------------------------------
                                   Signature,  if  jointly  held


                                   -----------------------------------------
                                   Name  and  Title  of  Authorized
                                   Representative


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

                                   -----------------------------------------
                                   Address  of  Holder


                                   -----------------------------------------
                                   Date

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