Exhibit 10.3



This  Instrument  Prepared  By:
Record  and  Return  to:
Rafael  G.  Moreno,  Esquire
ADORNO  &  YOSS,  LLP
2525  Ponce  de  Leon  Blvd.,  Suite  400
Coral  Gables,  Florida  33134


                      SECOND MORTGAGE MODIFICATION AGREEMENT
                      -------------------------------------
                         AND FUTURE ADVANCE CERTIFICATE
                         ------------------------------

     THIS  SECOND MORTGAGE MODIFICATION AGREEMENT AND FUTURE ADVANCE CERTIFICATE
(this  "Agreement")  is  made  as  of November 22, 2006, by between REEDY CREEK
ACQUISITION COMPANY, LLC, a Florida limited liability company, having offices at
550  Biltmore  Way,  Suite  700,  Coral  Gables,  Florida  33134 ("Mortgagor" or
"Borrower")  and  STANFORD  INTERNATIONAL  BANK,  LTD.,  a company organized and
existing  under the laws of Antigua, having an office at No. 11, Pavilion Drive,
St.  Johns,  Antigua,  West  Indies  ("Mortgagee"  or  "Lender").

                                  WITNESSETH:
                                  -----------

     A.     On  July  8,  2005  Mortgagor  executed  and  delivered  in favor of
Mortgagee:  (i)  a Mortgage and Security Agreement (the "Mortgage"), encumbering
certain  property  situate  in Osceola County, Florida (the "Property"), legally
described  in  Exhibit  "A"  attached  hereto  and made a part hereof, which was
recorded  in  Official  Records Book 2855, at Page 1243 of the Public Records of
Osceola  County,  Florida;  (ii)  a  Assignment  of  Leases,  Rents and Profits,
recorded  in  Official  Records  Book  2855, Page 1280, of the Public Records of
Osceola  County,  Florida  (the  "Assignment");  and  (iii)  an  UCC-1 Financing
Statement  recorded  in  Official  Records  Book  2855, Page 1291, of the Public
Records  of  Osceola County, Florida (the "Financing Statement") for the purpose
of  securing  a  loan  (the  "Loan")  in  the original principal amount of Seven
Million  One Hundred Fifty Thousand and No/100 Dollars ($7,150,000.00) evidenced
by  that  certain  Promissory  Note  dated July 8, 2005 executed by Mortgagor in
favor  of  the  Mortgagee  (the  "Original  Note").

     B.  As  additional  security  for  the Original Note, Malcolm H. Wright and
American  Leisure  Holdings,  Inc.,  a  Nevada  corporation  (collectively,  the
"Guarantor")  made,  executed  and  delivered  to  the  Mortgagee  that  certain
Irrevocable and Unconditional Guaranty of Payment (the "Guaranty") dated July 8,
2005,  in favor of the Mortgagee, wherein the Guarantor guaranteed the repayment
of  all  sums  Original  Note  and  Mortgage.

     C.     On  January  5,  2006  Borrower  and  Guarantor  requested  that the
Mortgagee  make  a  Eight Hundred Fifty Thousand and No/100 Dollar ($850,000.00)
future  advance  loan  (the  "First Future Advance Loan") to the Borrower, which
First  Future  Advance Loan is (a) evidenced by a Renewed, Amended and Increased
Promissory  Note  (the "First Future Advance Note") dated as of January 5, 2006,
executed  by  the  Borrower and made payable to the order of Lender, in the face
amount  of  Eight Million and No/100 Dollars ($8,000,000.00), which First Future

<PAGE>

Advance  Note  represents a consolidation, amendment, restatement and renewal of
the  Original  Note,  and (b) secured by: (i) the Mortgage and the Assignment as
amended  by  that  certain  Mortgage  Modification  Agreement and Future Advance
Certificate  made  as  of  January  5,  2006 and recorded on January 18, 2006 in
Official  Records  Book  3034,  at  Page  2915  of the Public Records of Osceola
County,  Florida  (the  "First  Mortgage Modification Agreement"); (ii) an UCC-1
Financing Statement recorded in Official Records Book 3034, Page at 2921, of the
Public  Records  of  Osceola County, Florida (the "Second Financing Statement");
and  (iii)  an  UCC-3 Financing Statement Amendment recorded in Official Records
Book  3034,  at Page 2926, of the Public Records of Osceola County, Florida (the
"Financing  Statement  Amendment").

     D. Borrower and Guarantor have further requested that the Mortgagee make an
additional  future  advance loan to the Borrower in the amount of a Four Million
Three Hundred Thousand and No/100 Dollar ($4,300,000.00) maturing on January 31,
2007  (the  "Second  Future  Advance  Loan"),  which  Future Advance Loan is (a)
evidenced  by  a  Second  Renewed,  Amended  and  Increased Promissory Note (the
"Second  Future  Advance  Note")  dated as of November __, 2006, executed by the
Borrower  and  made payable to the order of Lender, in the face amount of Twelve
Million Three Hundred Thousand and No/100 Dollars ($12,300,000.00), which Second
Future  Advance  Note  represents  a  consolidation,  amendment, restatement and
renewal  of  the  Original  Note  as renewed, amended and increased by the First
Future  Advance  Note.

     NOW,  THEREFORE, in consideration of the mutual covenants herein contained,
and  to  induce  Mortgagee  to  agree  to the modifications, it is agreed by and
between  Mortgagor  and  Mortgagee  as  follows:

          1. The foregoing recitals are true and correct and hereby incorporated
     into  this  Agreement  and  made  a  material  part  hereof by this express
     reference.  The  Second  Future  Advance  Loan constitutes a future advance
     under  Section  11.18  of  the  Mortgage  as  amended by the First Mortgage
     Modification  Agreement  (the  "Amended  Mortgage").

          2.  Mortgagor  hereby  represents,  warrants and covenants to and with
     Mortgagee  that  no  default  or event of default exists under the Original
     Note,  the First Future Advance Note, the Amended Mortgage, the Assignment,
     the  First  Mortgage  Modification  Agreement,  or  any  of  the other Loan
     Documents,  as  defined  herein  below,  and  that Mortgagor has no claims,
     offsets  or  defenses  to  its  obligations  there under. Mortgagor further
     represents  that  it  is  the  owner  of  the  Property.

          3.  Mortgagor  acknowledges and confirms that (i) the Amended Mortgage
     constitutes  a  valid  and  binding  lien  on  the  Property  and  (ii) the
     Assignment  and  Financing Statements constitute valid and binding security
     interests  in  the  property  described  therein.

          4.  The lien of the Amended Mortgage and Assignment secures payment of
     the indebtedness (the "Indebtedness") of the Second Future Advance Note and
     the  performance  of  all  obligations  under  all  documents,  and  all
     modifications,  extensions,  substitutions,  and  replacements  thereof,

<PAGE>

     executed  in  connection  with the loans evidenced and/or securing Original
     Note,  the  First  Future  Advance Note, and the Second Future Advance Note
     (the  "Loan  Documents").

          5.  Mortgagor  hereby reaffirms, re-acknowledges and ratifies each and
     every  of  the  terms,  covenants and conditions of the Loan Documents, and
     agrees  to remain bound thereby and does hereby assume and agree to pay the
     Indebtedness  and  all  interest  and  other  charges contained in the Loan
     Documents.

          6. It is the intention of the parties hereto that nothing herein shall
     constitute  a novation of the indebtedness secured by the Mortgage and such
     indebtedness  shall remain in full force and effect. In addition, the terms
     of  this  Agreement  shall not operate to release, alter, impair, diminish,
     affect  or  subordinate  the  lien,  or  the  priority  of the lien, of the
     Mortgage,  the  Assignment,  or  any  other document securing or evidencing
     Mortgagor's  obligation  and  indebtedness  to  Mortgagee.

          7.  To  the  extent of any inconsistency or conflict of any provisions
     contained  in the Amended Mortgage, this Agreement, or other Loan Document,
     the  provisions  or  any portion thereof, which in the sole judgment of the
     Mortgagor  provide  for the greatest protection or otherwise operate in the
     Mortgagor's  best  interest  shall  govern.

          8.  Mortgagor  acknowledges that as of the date of this Agreement, the
     Mortgagor has no defenses, counterclaims or claims to rights of offset with
     regard  to  its  obligations  under  the Loan Documents with respect to the
     validity and enforceability of any collateral or security interests held by
     the  Mortgagee  evidenced  or  secured  by  the  Loan  Documents.

          9.  This  Agreement  shall be binding upon and inure to the benefit of
     the  Mortgagor,  Mortgagee  and  their  respective  heirs,  personal
     representatives,  successors  and  assigns,  and  the  terms and provisions
     hereof as well as the representations and warranties contained herein shall
     survive  the  execution  and  delivery  hereof.

          10.  MORTGAGEE  AND  MORTGAGOR  HEREBY  KNOWINGLY,  VOLUNTARILY  AND
     INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT
     TO  ANY  LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION
     WITH  THIS  AGREEMENT  AND  ANY  AGREEMENT  CONTEMPLATED  TO BE EXECUTED IN
     CONJUNCTION  WITH  THIS  AGREEMENT  AND  ANY  AGREEMENT  CONTEMPLATED TO BE
     EXECUTED  IN  CONJUNCTION  HEREWITH,  OR  ANY  COURSE OF CONDUCT, COURSE OF
     DEALINGS,  STATEMENTS  (WHETHER  VERBAL  OR  WRITTEN),  OR  ACTIONS  OF THE
     PARTIES.  THIS  PROVISION  IS  A MATERIAL INDUCEMENT FOR MORTGAGEE ENTERING
     INTO  THIS  AGREEMENT  WITH  MORTGAGOR.

<PAGE>

     IN  WITNESS  WHEREOF,  Mortgagor has caused its name to be hereunto affixed
the  day  and  year  first  above  written.

Signed, sealed and delivered
in the presence of:                         MORTGAGOR:

/s/ Keith Durden                           REEDY CREEK ACQUISITION, LLC
-----------------------------              a Florida limited liability company
Print Name: Keith Durden
            -----------------------
                                            By: /s/ Malcolm J. Wright
/s/ Linda Smith                                ---------------------------------
-----------------------------                  Malcolm J. Wright, its Manager
Print Name:  Linda Smith
            -----------------------                            (CORPORATE SEAL)
                                                               ----------------


STATE  OF  FLORIDA          }
                            } ss:
COUNTY  OF  MIAMI-DADE      }

     The  foregoing  instrument  was  acknowledged before me this 22nd day of
November,  2006,  by  Malcolm  J.  Wright, as Manager of Reedy Creek Acquisition
Company, LLC, a Florida limited liability company, on behalf of the company, and
who  is  personally  known  to  me  or  has  produced as  identification.

                                          /s/ Linda Smith
                                          --------------------------------------
                                          Notary  Public,  State  of  Florida
                                          Linda Smith
                                          --------------------------------------
                                          Printed  Name  of  Notary  Public:

                                          Commission #  186389
                                                       -------------------------

<PAGE>

                                   EXHIBIT "A"
                                   -----------

                                LEGAL DESCRIPTION

PARCEL ONE:
-----------

LOTS  3  AND  4,  IN THE SOUTHWEST 1/4 OF SECTION 2, TOWNSHIP 25 SOUTH, RANGE 27
EAST,  OSCEOLA  COUNTY,  FLORIDA;  LESS THAT PART OF SAID LOT 3 LYING SOUTH OF A
LINE  1819.04  FEET  NORTH  OF  AND  PARALLEL  WITH  THE  SOUTH BOUNDARY OF SAID
SOUTHWEST  1/4,  ALL  IN  THE MAP OF FLORIDA FRUIT & TRUCK LAND CO. SUBDIVISION,
ACCORDING  TO  THE  PLAT  THEREOF,  AS RECORDED IN PLAT BOOK "B" PAGE 68, OF THE
PUBLIC  RECORDS  OF  OSCEOLA  COUNTY,  FLORIDA.

PARCEL TWO:
-----------

THE  WEST  1/2  OF  THE  EAST 1/2 OF THE SOUTHWEST 1/4 OF SECTION 2, TOWNSHIP 25
SOUTH,  RANGE  27 EAST, LESS AND EXCEPT THE SOUTH 1336.22 FEET THEREOF, AND LESS
THE  NORTH  435.6  FEET  OF  THE  WEST  100 FEET THEREOF, ALL LYING AND BEING IN
OSCEOLA  COUNTY,  FLORIDA.

TOGETHER  WITH  THE  FOLLOWING  EASEMENTS  FOR  INGRESS  AND  EGRESS:

PARCEL A:

THAT PORTION OF THE FOLLOWING DESCRIBED LAND, LYING NORTH OF STATE ROAD NO. 530;
FROM  THE  SOUTHWEST CORNER OF THE WEST 1/2 OF THE EAST 1/2 OF THE SOUTHWEST 1/4
OF  SECTION  2,  TOWNSHIP  25 SOUTH, RANGE 27 EAST, OSCEOLA COUNTY, FLORIDA, RUN
NORTH 89 43'13" EAST, ALONG THE SOUTH LINE OF SAID SECTION 2, 305.00 FEET TO THE
POINT  OF  BEGINNING; RUN THENCE NORTH 00 01'20" EAST, PARALLEL TO THE WEST LINE
OF  SAID  WEST 1/2 OF THE EAST 1/2 OF THE SOUTHWEST 1/4, 850.00 FEET; RUN THENCE
NORTH 89 43'13" EAST, 50.00 FEET; RUN THENCE SOUTH 00 01'20" WEST 850.00 FEET TO
THE SOUTH LINE OF SAID SECTION 2; RUN THENCE SOUTH 89 43'13" WEST, 50.00 FEET TO
THE  POINT  OF  BEGINNING.

PARCEL B:

A  STRIP  OF  LAND 25.0 FEET IN WIDTH EACH SIDE OF THE FOLLOWING DESCRIBED LINE:
FROM  THE  SOUTHWEST CORNER OF THE WEST 1/2 OF THE EAST 1/2 OF THE SOUTHWEST 1/4
OF  SECTION  2,  TOWNSHIP  25 SOUTH, RANGE 27 EAST, OSCEOLA COUNTY, FLORIDA, RUN
NORTH  89 43'13" EAST, ALONG THE SOUTH LINE OF SECTION 2, 330.0 FEET; RUN THENCE
NORTH 00 01'20" EAST, PARALLEL TO THE WEST LINE OF SAID WEST 1/2 OF THE EAST 1/2
OF  THE  SOUTHWEST  1/4, 850.0 FEET TO THE POINT OF BEGINNING; CONTINUE NORTH 00
01'20" EAST, 114.39 FEET TO THE POINT OF A CURVE OF A 75.00 FOOT RADIUS CURVE TO
THE  LEFT,  HAVING  A  CENTRAL  ANGLE OF 68 01'20"; RUN THENCE ALONG SAID CURVE,
89.04 FEET TO THE POINT OF TANGENT; RUN THENCE NORTH 68 00'00" WEST, 198.67 FEET

<PAGE>

TO  THE  POINT  OF  A  CURVE OF A 110.0 FOOT RADIUS CURVE TO THE RIGHT, HAVING A
CENTRAL  ANGLE  OF  68  01'20";  RUN THENCE ALONG SAID CURVE, 130.59 FEET TO THE
POINT  OF  TANGENT;  RUN  THENCE NORTH 00 01'20" EAST, 124.34 FEET TO THE END OF
SAID  LINE.

TOGETHER  WITH  ALL  RIGHTS  TO  SIGNAGE  EASEMENT RESERVED IN THAT CERTAIN DEED
RECORDED  AT  OFFICIAL  RECORDS  BOOK  550,  PAGE  777, OF THE PUBLIC RECORDS OF
OSCEOLA  COUNTY,  FLORIDA.


PARCEL THREE:
-------------

BEGIN  AT  THE  SOUTHEAST  CORNER OF THE NORTHWEST 1/4 OF SECTION 2, TOWNSHIP 25
SOUTH,  RANGE 27 EAST, OSCEOLA COUNTY, FLORIDA, AND RUN N 00 26'22" E, ALONG THE
EAST  BOUNDARY  OF  SAID  NORTHWEST  1/4, 500.02 FEET; THENCE RUN S 89 51'41" W,
819.46  FEET;  THENCE  S 00 01'20" W, 450.00 FEET; THENCE N 89 51'41" E, ALONG A
LINE  50.00 FEET NORTH OF AND PARALLEL WITH THE SOUTH BOUNDARY OF SAID NORTHWEST
1/4  OF  SAID  SECTION 2, 296.13 FEET TO A POINT OF A CURVATURE OF A NON-TANGENT
CURVE  CONCAVE  EASTERLY,  HAVING  A RADIUS OF 840.00 FEET; THENCE SOUTHEASTERLY
ALONG  SAID  CURVE  TO  A  POINT ON THE SOUTH LINE OF SAID NORTHWEST 1/4 OF SAID
SECTION  2,  LYING  S 89 51'41" W, 512.10 FEET FROM SAID POINT OF BEGINNING; RUN
THENCE  N  89  51'41"  E,  512.10  FEET  TO  THE  POINT  OF  BEGINNING.

<PAGE>