Exhibit 10.13



                                 PROMISSORY NOTE

US$  3,590,811.00                                           December 21st,  2006


     FOR  VALUE  RECEIVED, South Beach Resorts, LLC, a Florida limited liability
company  (the  "Maker"),  promises  to  pay  to  the order of ROGER MADDOCK (the
"Holder"), the principal sum of THREE MILLION FIVE HUNDRED NINETY THOUSAND EIGHT
HUNDRED  ELEVEN  ($3,590,811.00).  The  Maker  promises  to  pay interest on the
principal  amount  hereof  outstanding  from  time to time at the rate of twelve
percent (12%) per annum; provided that the Maker promises to pay interest at the
Default  Rate (as defined below) on the principal amount hereof outstanding from
and  after  the  occurrence of an Event of Default (as defined below), until the
said principal amount shall be fully paid.  Interest shall be due and payable as
hereinafter  provided.

     1.  DEFINITIONS.  The following terms, as used in this Note, shall have the
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following  meanings,  which meanings shall be applicable equally to the singular
and  the  plural  of  the  terms  defined:

     "Business  Day"  shall  mean  any  day  other  than a Saturday, Sunday or a
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holiday  on  which  most  banks  are  closed  in  Orlando,  Florida.

     "Default Rate" shall mean the lesser of eighteen percent (18%) per annum or
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the  highest  rate  of  interest  allowed  by  applicable  law.

     "Event  of  Default"  shall  mean  the occurrence of any one or more of the
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following events or circumstances: (i) the failure of the Maker to make when due
any  payment required to be made under this Note which failure continues for ten
(10)  days  after the due date of such payment; (ii) the failure of the Maker to
perform  or  observe  any  condition  or  agreement contained in this Note which
failure  continues  for  ten  (10)  days after the Holder gives the Maker notice
thereof; (iii) the failure of American Leisure Holdings Inc. ("AMLH") to perform
or  observe  any  condition  or agreement contained in the Purchase Agreement of
even  date  between  AMLH  and  SBR  Holding  Company  LLC ("SBR") which failure
continues  for  ten  (10)  days after the Holder gives the Maker notice thereof;
(iv)  the dissolution or liquidation of Maker or AMLH or the transfer to another
party  of a significant portion of the assets of the Maker or AMLH, (v) pursuant
to  or within the meaning of any bankruptcy law: the Maker or AMLH (A) admits in
writing  its  inability  to  pay  its  debts  generally  as they become due, (B)
commences  a voluntary case or proceeding, (C) consents to the entry of an order
for  relief  against  it  in  an involuntary case or proceeding, (D) consents or
acquiesces  in  the institution of a bankruptcy or insolvency proceeding against
it,  (E)  consents  to  the  appointment  of  a  custodian  of  it or for all or
substantially  all  of  its  property, or (F) makes a general assignment for the
benefit of its creditors, or any of them takes any action to authorize or effect
any  of the foregoing; or (vi) a court of competent jurisdiction enters an order
or  decree under any bankruptcy law that: (A) is for relief against the Maker or
AMLH  in  an  involuntary  case  or proceeding, (B) appoints a custodian for the
Maker or AMLH or for all or substantially all of its property, or (C) orders the
liquidation  of  the  Maker or AMLH and in each case the order or decree remains
unstayed and in effect for 60 days; provided, however, that if the entry of such
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order  or  decree is appealed and dismissed on appeal, then the Event of Default
hereunder by reason of the entry of such order or decree shall be deemed to have
been  cured

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     "Maturity  Date"  shall mean the earliest of: (i) the Stated Maturity Date;
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(ii)  the  date  upon  which  the  Holder  elects to accelerate the indebtedness
evidenced  by  this  Note by reason of the occurrence of an Event of Default; or
(iii)  the  date  on  which  the  obligations  of  the Maker under this Note are
satisfied  in  full.

     "Note"  shall  mean  this Note and any amendments, modifications, renewals,
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extensions  and  replacements  of  or  substitutions  for  this  Note.

     ""Stated  Maturity  Date"  shall  mean  December  31,  2008.
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     2.  APPLICABLE  INTEREST  RATE.  All  agreements  between the Maker and the
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Holder  are  expressly  limited  so  that in no contingency or event whatsoever,
whether by reason of advance of the proceeds hereof, acceleration of maturity of
the  unpaid  principal  balance  hereof,  or otherwise, shall the amount paid or
agreed  to  be  paid  to the Holder for the use, forbearance or detention of the
money  to  be  advanced  hereunder  (including all interest on this Note and the
aggregate  of any other amounts taken, reserved or charged pursuant to this Note
or  any other documents evidencing or securing this Note, which under applicable
law  are  or  may be deemed to constitute interest on the debt evidenced hereby)
exceed  the  maximum rate allowable by applicable law. If, from any circumstance
whatsoever,  fulfillment of any provision hereof at the time performance of such
provision shall be due, shall cause the effective rate of interest upon the sums
evidenced hereby to exceed the maximum rate of interest prescribed by applicable
law  at  that  time,  then,  the  obligation  to  be  fulfilled shall be reduced
automatically  to  the extent necessary to comply with such applicable law, and,
if  from  any  circumstance the Holder shall receive as interest an amount which
would exceed the highest lawful rate allowable under applicable law, such amount
which  would  be  excessive  interest  shall be refunded to the Maker or, at the
Maker's  option,  applied  to  the reduction of the unpaid principal balance due
hereunder  and  not  to  the  payment  of  interest.

     3.  PAYMENTS.  The  principal  amount  of  this  Note together with accrued
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interest  will  be  payable  as  follows:

          (A)  Accrued  interest  will  be payable quarterly, in arrears, on the
     last day of each calendar quarter (i.e., on March 31, June 30, September 30
     and  December  31).

          (B)  The  outstanding  principal  balance  and  all accrued but unpaid
     interest  will  be  payable  on  the  Maturity  Date.

     4.  PREPAYMENT.  The Maker shall have the right to prepay any portion of or
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the  entire  unpaid  principal balance of this Note at any time and from time to
time  without  penalty,  subject to the requirement that the Maker first pays to
the  Holder all accrued and unpaid interest through the date of such prepayment.

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     5.  APPLICABLE  LAW.  This  Note  shall  be  governed  by  and construed in
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accordance  with  the  law  of  the  State  of  Florida,  without  regard to any
conflict-of-laws  rule or principle that would give effect to the law of another
jurisdiction.

     6.  MODIFICATIONS.  This  Note  may  not  be  changed or terminated orally.
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     7.  WAIVER.
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          (A)  The  Maker  and  any endorsers, sureties and guarantors hereof or
     hereon  hereby  waive  presentment  for payment, demand, protest, notice of
     non-payment  or  dishonor  and protest, and agree to remain bound until the
     principal  amount  hereof outstanding and interest and all other sums owing
     hereunder  are  indefeasibly paid in full notwithstanding any extensions of
     time  for  payment which may be granted even though the period of extension
     be  indefinite,  and  notwithstanding any inaction by, or failure to assert
     any  legal  right  available  to  the  Holder.

          (B)  It  is  further  expressly  agreed that any waiver by the Holder,
     other  than  a  waiver  in  writing  signed  by  the Holder, of any term or
     provision  hereof,  or of any right, remedy or power under this Note, shall
     not be controlling, nor shall it prevent or stop the Holder from thereafter
     enforcing  such term, provision, right, remedy or power, and the failure or
     refusal  of  the  Holder  to  insist  in any one or more instances upon the
     strict performance of any of the terms or provisions of this Note shall not
     be  construed as a waiver or relinquishment for the future of any such term
     or  provision,  but  the  same  shall continue in full force and effect, it
     being  understood  and agreed that the Holder's rights, remedies and powers
     under  this  Note  are  and  shall be cumulative and are in addition to all
     other  rights,  remedies  and  powers  of the Holder in law or in equity or
     under  any  other  agreement.

     8.  SUCCESSORS. The term "Holder" shall mean the original payee or any then
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holder(s)  of  this  Note  from  time  to  time and its and their successors and
assigns.

     9.  COSTS  OF  COLLECTION.  The  Maker  shall  pay  all reasonable costs of
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collection  when  incurred,  including,  without  limitation,  the  reasonable
attorneys'  fees,  at  both trial and appellate levels, and disbursements of the
Holder's counsel and other professionals employed by the Holder and court costs,
which  costs may be added to the indebtedness evidenced hereby and shall be paid
on  demand,  and  after  demand until paid, with interest thereon at the Default
Rate,  to  the  extent  permitted  by  applicable  law.

     10.  MISCELLANEOUS.
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          (A)  MAKER  AND  (BY  ACCEPTANCE  HEREOF)  HOLDER  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 NOTE
     OR  ANY  COURSE  OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR
     WRITTEN)  OR  ACTION  OF  MAKER  OR  HOLDER.

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          (B)  In  the  event that any provision of this Note or the application
     thereof to the Maker or any circumstance in any jurisdiction governing this
     Note shall, to any extent, be invalid or unenforceable under any applicable
     statute,  regulation  or  rule  of law, then such provision shall be deemed
     inoperative  to  the  extent  that  it  may conflict therewith and shall be
     deemed  modified to conform to such statute, regulation or rule of law, and
     the  remainder  of  this  Note  and  the application of any such invalid or
     unenforceable  provision  to  parties, jurisdictions or circumstances other
     than  to  whom or to which it is held invalid or unenforceable shall not be
     affected  thereby  nor  shall same affect the validity or enforceability of
     any  other  provision  of  this  Note.

          (C)  Time  is  of  the essence as to all dates set forth in this Note,
     subject to any applicable notice or grace period provided herein; provided,
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     however,  whenever  any  payment to be made hereunder shall be stated to be
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     due  on  a  day  other than a Business Day, such payment may be made on the
     next succeeding Business Day, and such extension of time shall in such case
     be  included in the computation of payment of interest or fees, as the case
     may  be.

          (D)  The  Maker  hereby  agrees to perform and comply with each of the
     terms,  covenants  and  provisions  contained  in  this  Note  and  in  any
     instrument  evidencing  or securing the indebtedness evidenced by this Note
     on  the  part  of  the  Maker to be observed and/or performed hereunder and
     thereunder. No release of any security for the sums due under this Note, or
     of  any  portion  thereof,  and  no  alteration, amendment or waiver of any
     provision  of  this  Note or of any instrument or other document evidencing
     and/or  securing  any indebtedness evidenced by this Note made by agreement
     between  the Holder and any other person or party shall release, discharge,
     modify,  change  or  affect  the  liability of the Maker under this Note or
     under  such  instrument  or  other  document.

          (E)  No  act of commission or omission of any kind or at any time upon
     the part of the Holder in respect of any matter whatsoever shall in any way
     impair  the  rights  of  the  Holder to enforce any right, power or benefit
     under  this  Note  and no set-off, counterclaim, reduction or diminution of
     any  obligation or any defense of any kind or nature which the Maker has or
     may  have  against  the  Holder  shall be available hereunder to the Maker.

          (F)  The  captions  preceding  the  text  of  the  various  paragraphs
     contained  in  this Note are provided for convenience only and shall not be
     deemed  in any way to affect or limit the meaning or construction of any of
     the  provisions  hereof.

          (G)  The  Maker  hereby  irrevocably:

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

               (II)  waives  any  objection  that the Maker 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;  and

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               (III)  agrees  that  the Holder 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 the
          Maker in any other court or jurisdiction in accordance with applicable
          law.

          (H)  No failure on the part of the Holder to exercise, and no delay in
     exercising,  any  right  hereunder  shall  operate as a waiver thereof; nor
     shall  any  single  or partial exercise of any right hereunder preclude any
     other  or  future  exercise thereof or the exercise of any other right. The
     remedies  herein  provided are cumulative and non-exclusive of any remedies
     provided  by  law.

     IN WITNESS WHEREOF, this Note has been duly executed by the Maker as of the
day  and  year  first  above  written.


                          MAKER:

                          SOUTH  BEACH  RESORTS,  LLC


                          By   AMERICAN LEISURE HOLDINGS, INC., its sole member

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