Exhibit 10.11



                               PURCHASE AGREEMENT
                               ------------------

                          Dated as of December 21, 2006


     THIS  PURCHASE AGREEMENT is made by and between SBR HOLDING COMPANY, LLC, a
Florida limited liability company ("SBR"), and AMERICAN LEISURE HOLDINGS INC., a
Nevada  corporation  ("AMLH").

                                 R E C I T A L S

     A.  SBR owns 100% of the outstanding membership interests (the "Interests")
in  South  Beach  Resorts,  LLC,  a  Florida  limited  liability  company  (the
"Company").

     B.  Roger  Maddock  has  made  loans  and  advances  to  the Company in the
aggregate  amount  of  THREE  MILLION FIVE HUNDRED NINETY THOUSAND EIGHT HUNDRED
ELEVEN  ($3,590,811.00)  (the  "Affiliate  Loans").

     C.  SBRdesires  to  sell the Interests to AMLH, and AMLH desires to acquire
the  Interests,  on  the  terms  and  conditions  set  forth  in this Agreement.

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

     1.  PURCHASE  AND  SALE  OF  INTERESTS
         ----------------------------------

          1.1  Purchase  of  Interests.  Upon the execution and delivery of this
               -----------------------
     Agreement,  SBR  will  sell,  assign and deliver the Interests to AMLH, and
     AMLH  will  purchase  and  accept  the  Interests.

          1.2  Purchase  Price  for  Interests.  In exchange for the sale of the
               -------------------------------
     Interests,  AMLH  will  pay  to SBR a purchase price (the "Purchase Price")
     equal to 75% of the Net Proceeds (as defined in Section 1.3 below) realized
     by  the  Company  upon  the disposition of the real property located at 740
     Ocean  Drive,  Miami  Beach,  Florida and known as the Boulevard Hotel (the
     "Property"),  up  to  a  maximum  of  THREE  MILLION  AND  NO/100  DOLLARS
     ($3,000,000.00).

          1.3  Calculation  of Profits. For purposes of this Agreement, the term
               -----------------------
     "Net  Proceeds"  means  the  proceeds  realized  upon  the  disposition  or
     refinancing  of  the  Property  less  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.

          1.4  Payment  of  Purchase  Price. AMLH will pay the Purchase Price to
               ----------------------------
     SBRupon  the  disposition  of  the  Property.

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     2.  ADDITIONAL  AGREEMENTS
         ----------------------

          2.1  Covenants  Related to Company. Excluding any profit participation
               -----------------------------
     agreements  with Stanford International Bank Ltd. or any warrants issued to
     Stanford  International  Bank Ltd. or its principals, until the sale of all
     of  the  assets of the Company, the repayment of the Affiliate Note and the
     payment  of  the  Purchase Price to SBR, (i) AMLH will not receive from the
     Company  (and AMLH will cause the Company not to make) any distributions or
     payments  to  AMLH  or  its  affiliates, (ii) AMLH will not sell, pledge or
     otherwise  encumber the Interests, (iii) AMLH will authorize (or permit the
     Company  to  authorize)  the  issuance  of  any additional interests in the
     Company  to  any  person,  and  (iv) AMLH will not authorize (or permit the
     Company  to  authorize)  any  sale  or  other transfer of the assets of the
     Company  except  to  an  unaffiliated  third  party  in  an  arm's  length
     transaction  in  which  the  Company  receives  fair  market value for such
     assets.

          2.2 Affiliate Loans. Upon the execution of this Agreement, the parties
              ---------------
     will  cause  the  Company  to  execute  and  deliver  a note evidencing for
     Affiliate  Loans in the form of Exhibit A to this Agreement (the "Affiliate
     Note").

          2.3  Guaranty  of  Affiliate  Note. Upon the execution and delivery of
               -----------------------------
     this  Agreement, AMLH will execute and deliver a guarantee of the Affiliate
     Note  in  the  form  of Exhibit B to this Agreement (the "AMLH Guarantee").

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

               (a)  SBR  will  execute  and  deliver  to  AMLH  an Assignment of
          Interest  evidencing  the  assignment  of  the  Interests  to  AMLH.

               (b)  AMLH  will  execute  and deliver to SBR the AMLH Guarantee .

     3.  REPRESENTATIONS  AND  WARRANTIES  OF  SBR.
         -----------------------------------------
         SBR  hereby  represents  and  warrants  to  AMLH  as  follows:

          3.1 Ownership of SBR Interest. SBR owns the Interests beneficially and
              -------------------------
     of record and will assign, bargain, sell, transfer, and deliver all rights,
     title  and  interest in the Interests 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.

          3.2  Authority  to  Enter  into Agreement; Enforceability. SBR 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 SBR 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  SBR,  enforceable  against it in accordance with its terms.

          3.3  Compliance with Laws and Other Instruments. Neither the execution
               ------------------------------------------
     and delivery of this Agreement or any other agreement to be entered into by
     SBR  pursuant  to  this Agreement, nor the consummation of the transactions
     contemplated  by  this  Agreement  or  such other agreements, will conflict

<PAGE>

     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  SBR is a party or by which it or its properties are
     bound.

     4.  REPRESENTATIONS  AND  WARRANTIES  OF  AMLH.
         ------------------------------------------
         AMLH represents and warrants to SBR 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 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 he or his 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.

     6.  MISCELLANEOUS.
         -------------

          6.1  THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
     THE  RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT
     LIMITED  TO ANY CLAIMS, CROSS CLAIMS OR THIRD PARTY CLAIMS) ARISING OUT OF,
     UNDER  OR  IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE EXHIBITS TO THIS
     AGREEMENT  OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
     ORAL  OR  WRITTEN)  OR  ACTION  OF  ANY  PARTY.

          6.2  Expenses.  Except  as otherwise provided by this Agreement or the
               --------
     exhibits to this Agreement, all legal and other 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.

<PAGE>

          6.3  Notices.  Any notice or other communication required or permitted
               -------
     under  this  Agreement  will  be  given in writing and will be delivered by
     receiptedhand  or by prepaid next day Federal Express or similar nationally
     recognized  overnight  courier  service,  addressed  as  follows:


                          If  to  SBR,  to:

                          SBR Holding Company, LLC
                          c/o Frederick W. Pauzar
                          2460 Sand Lake Road
                          Orlando, FL 32809


                          If  to  AMLH,  to:

                          American  Leisure  Holdings,  Inc.
                          c/o  Malcolm  J.  Wright
                          2460 Sand Lake Road
                          Orlando, FL 32809

Any  such  notice  or  communication will be effective and willbe deemed to have
been given as of the date delivered if by hand or air courier, or as of the date
of  refusal,  if  delivery is refused or not accepted.  Any party may change the
foregoing  address  by  giving  notice to all of the other parties in the manner
provided  under  this  Section  7.3.

          6.4  Entire  Agreement.  This  Agreement  and  the  exhibits  to  this
               -----------------
     Agreement:  (i)  constitute  the  entire  and  exclusive  agreement  and
     understanding  between  the  parties  with  respect  to  the subject matter
     hereof;  and(ii)  supersede  and  revoke  all  prior  oral  or  written
     communications,  representations,  negotiations  and/or  agreements  with
     respect  to the subject matter hereof. All Exhibits hereto will be deemed a
     part  of  this  Agreement.

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

          6.6  Jurisdiction  and  Venue.  SBR  and  AMLH  hereby  irrevocably:
               ------------------------

               (a)  submit,  in any legal proceeding relating to this Agreement,
          to  the  non-exclusive in personam jurisdiction of any state or United
          States court of competent jurisdiction sitting in the State of Florida
          and  agree  to  suit  being  brought  in  any  such  court;

               (b)  waive any objection that either of them 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)  agree  to service of process in any such legal proceeding in
          the  manner  for  providing  notices  specified in Section 6.3 of this
          Agreement;

<PAGE>

               (d) agree that nothing herein shall affect the right of any party
          hereto  to  effect service of process in any other manner permitted by
          law;  and

               (e) agree that any party hereto 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 any
          other  party  or  parties hereto in any other court or jurisdiction in
          accordance  with  applicable  law.

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

          6.8  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.

          6.9  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.

          6.10  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.

          6.11  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.

          6.12  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.

          6.13  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.

          6.14  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.

          6.15  Assignment.  No  party  to  this  Agreement  shall  assign  this
                ----------
     Agreement  without  first  obtaining the written consent of the other party
     hereto.  Without  waiver  of  the  foregoing provision, however, all of the
     rights,  benefits,  duties,  liabilities,  and  obligations  of the parties
     hereto  shall inure to the benefit of and shall be binding upon the parties
     and  their  respective  successors  and  assigns.

                       [SIGNATURES ON THE FOLLOWING PAGE]


<PAGE>

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

                                    SBR:

                                    SBR  Holding  Company,  LLC

                                    By: /s/ Frederick W. Pauzer
                                       ------------------------
                                    Its: Member
                                         ----------------------
                                    Name: Frederick W. Pauzar
                                          ---------------------



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



                                    AMLH:

                                    American  Leisure  Holdings,  Inc.

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

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