Exhibit 10.12



                             ASSIGNMENT OF INTERESTS
                             -----------------------


     THIS ASSIGNMENT (the "Assignment") is made this __ day of December, 2006 by
SBR  HOLDING COMPANY, LLC, a Florida limited liability company (the "Assignor"),
and  AMERICAN  LEISURE  HOLDINGS,  INC.,  a Nevada corporation (the "Assignee").

                                R E C I T A L S:

     A.     The  Assignor  is the holder of all of the membership interests (the
"Interests")  in  South  Beach Resorts, LLC, a Florida limited liability company
(the  "Company").

     B.     The  Assignor and Assignee have entered into a Purchase Agreement of
even  date (the "Purchase Agreement"), pursuant to which the Assignor has agreed
to  assign  to  the  Assignee,  and  the Assignee has agreed to acquire from the
Assignor,  the  Interests.

     NOW,  THEREFORE,  in consideration of the foregoing premises and other good
and  valuable  consideration,  the  receipt  and sufficiency of which are hereby
acknowledged,  the  Assignor  hereby  agrees  as  follows:

     1.  Assignment  of  the  Interests. The Assignor hereby assigns, transfers,
         ------------------------------
conveys  and  sets  over  unto  the  Assignee  and the Assignee's successors and
assigns,  all  of  the  Assignor's  right,  title  and  interest  in  and to the
Interests.

     2.  Further Assurances. The Assignor agrees that it will, at the request of
         ------------------
the  Assignee,  at  any  time  and  from  time to time after the date hereof and
without  further  consideration,  duly  execute  and deliver or will cause to be
done,  executed, acknowledged and delivered, all such further acts, assignments,
transfers,  conveyances,  and powers of attorney, as may be reasonably requested
by  Assignee,  its  successors  and  assigns,  to be necessary or proper for the
better  assigning, transferring, granting, conveying, assuring and confirming to
Assignee  ownership  of  the  Interests.

     3.  Governing  Law.  This  Assignment shall be governed by and construed in
         --------------
accordance  with  the  laws  of  the  State  of  Florida.

     4.  Counterparts.  This Assignment may be executed in one or more duplicate
         ------------
counterparts,  each of which shall upon execution by all parties be deemed to be
an  original.

     5. Binding Effect. The provisions of this Assignment shall extend to, bind,
        --------------
and inure to the benefit of, Assignee and its legal representatives, successors,
and  assigns.

                            [Signature Page Follows]

<PAGE>

     IN WITNESS WHEREOF, the Assignor has executed this Assignment as of the day
and  year  first  above  written.

                                     ASSIGNOR:
                                     --------

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

<PAGE>