Exhibit 10.15



                       WARRANT AND PARTICIPATION AGREEMENT
                       -----------------------------------

     THIS  AGREEMENT  is  dated  as  of  December 22,  2006,  between  STANFORD
INTERNATIONAL  BANK  LIMITED, an Antiguan banking corporation ("Grantee"), SOUTH
BEACH  RESORTS,  LLC,  a Florida limited liability company ("Grantor"), AMERICAN
LEISURE HOLDINGS, INC., a Nevada corporation ("AMLH"), MALCOLM WRIGHT ("Wright")
and  FREDERICK  PAUZER  ("Pauzer").

     1.     In  consideration  of  Grantee's  amendment on this date of its $4.3
million  Credit Agreement dated as of November 22, 2006 (the "Credit Agreement")
with Grantor's affiliates American Leisure Holdings, Inc., a Nevada corporation,
and  Reedy  Creek Acquisition Company, LLC, a Florida limited liability company,
in  order  to  increase  the maximum loan amount thereunder by $1.12 million and
Grantee's  advance  of  $1.12 million under the Credit Agreement on this date to
cover the cost of an appeal bond and related expenses on behalf of Grantor in In
re:  740  Ocean  Drive  Corp.,  Case  No.  03-42999-BKC-AJC,  Chapter  11,  U.S.
Bankruptcy Court, S.D. Florida, Grantor hereby grants to Grantee and its assigns
a  transferable  warrant  (the "Warrant") to purchase, for an aggregate exercise
price  of $1.00, a 25% participation interest in the Net Proceeds (as defined in
Section  4  below)  realized  by  Grantor  or its successors or assigns upon the
disposition  of  the  real  property  located  at  740 Ocean Drive, Miami Beach,
Florida  and  known  as  the  Boulevard  Hotel  (the  "Property").

     2.     The  Warrant  shall  be  evidenced  by  one  or  more  warrants,
substantially  in  the  form  of  Exhibit  A hereto, registered in such names as
                                  ----------
specified  in  Schedule  1  hereto.

     3.     AMLH  represents and warrants that it owns 100% of the equity in the
Grantor  (the "Equity") and that no other person has any interest in or right to
acquire any of the Equity. AMLH agrees that it will not, without Grantee's prior
written  consent  in  its  sole  discretion,  sell,  assign, transfer, pledge or
otherwise  dispose  of  any  interest  in  the  Equity.

     4.     For  purposes  of  this Agreement, "Net Proceeds" means the proceeds
realized upon the disposition or refinancing of the Property less Grantor'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 Property may not be sold or otherwise disposed
of,  including,  without  limitation a transfer to any Affiliate of Grantor, for
consideration  other  than  cash  without Grantee's prior written consent in its
sole  discretion.

     5.     Grantor  shall provide Grantee with 30 days' prior written notice of
the  closing  of  any  proposed disposition of the Property.  The Warrant may be
exercised  at  any  time  before  the  closing  date  of  such  disposition.

     6.     Exercise of the Warrant shall be accomplished by delivery to Grantor
of written notice thereof together with payment of the exercise price; provided,
however, that in its notice of exercise, Grantee may elect cashless exercise, in
which  case the exercise price shall be deducted from Grantee's share of the Net
Proceeds.

<PAGE>

     7.     No  interest  in  the  Property  may  be  sold  or transferred to an
Affiliate  of  Grantor without assumption by the Affiliate of the obligations of
Grantor  hereunder  and  the  prior  written  consent  of  Grantee  in  its sole
discretion.  No  partial  interest in the Property may be sold or transferred to
any non-Affiliate of Grantor without the prior written consent of Grantee in its
sole  discretion.

     8.     In  the  event that Grantee exercises the Warrant, Grantor shall pay
Grantee's share of the Net Proceeds in cash to the persons and in the percentage
amounts  set  forth  on  Schedule  1  attached  hereto  within two business days
following  the  closing, and such payment shall be accompanied by a statement in
reasonable  detail setting forth Grantor's calculation of Net Proceeds.  All Net
Proceeds  shall  be  held  in  escrow  by Grantor's attorneys pending payment of
Grantee's  share  of  Net  Proceeds.

     9.     In  the event that the Property is not sold on or prior to the third
anniversary of this Agreement, then Grantor shall irrevocably appoint Grantee or
its  designee  with full power of substitution, the true and lawful proxy of the
Grantor in the Grantor's name, place and stead to engage a real estate brokerage
firm  to  market  and  sell the Property, to enter into one or more purchase and
sale  agreements  with  respect  to the sale of the Property, to execute any all
documents necessary or appropriate in connection with the closing of the sale of
the  Property  and  to  take  any  and  all  actions  which the Grantee may deem
necessary  or  proper  in  this respect, all at the sole cost and expense of the
Grantor.  The  Grantor hereby affirms that this proxy is irrevocable and coupled
with an interest and the Grantor hereby ratifies and confirms all that the proxy
may  lawfully  do  or  cause  to  be  done by virtue hereof.   The Grantor shall
cooperate  with  and  assist  the  Grantee  and  take  all reasonable actions to
effectuate  this  irrevocable  proxy  including,  without  limitation, providing
information,  executing  and  delivering such additional documents, instruments,
papers,  and  other  assurances  that  the  Grantee  requests  as  necessary,
appropriate, convenient, useful or desirable to effectively carry out the intent
of  this  irrevocable  proxy.

     10.     AMLH,  Wright  and Pauzer shall be jointly and severally liable for
performance  and  payment  of  all  of  Grantor's  obligations  hereunder.

     11.     Grantor, AMLH Wright and Pauzer jointly and severally represent and
warrant  as  follows:

          a.  (i)  Hazardous  Materials  have not been released on the Property;
     (ii) there have been no events related to the Property that could give rise
     to  liability  under  any Environmental Law; (iii) the Property is now, and
     has  for  the past three years been, in compliance in all material respects
     with  all  applicable Environmental Laws and there are no extant conditions
     that  could  reasonably  be  expected  to  constitute an impediment to such
     compliance  in  the future; (iii) there are no pending or threatened claims
     under  any Environmental Law against Grantor relating to the Property; (iv)

<PAGE>

     there  is  no  environmental  remediation  or  other environmental response
     occurring  on the Property; and (v) Grantor has not received any notice nor
     does it have knowledge of any circumstances related to liability, under any
     Environmental  Law.  As  used herein, "Hazardous Materials" means petroleum
     and  petroleum  products,  byproducts  or  breakdown  products, radioactive
     materials,  and  any  other chemicals, materials, or substances designated,
     classified  or  regulated  as  being  "hazardous"  or  "toxic", or words of
     similar  import, under any Environmental Law, and "Environmental Law" means
     any federal, state, local or foreign constitution, statute, law, ordinance,
     regulation,  rule,  code,  injunction,  judgment,  order,  decree  or other
     requirement,  restriction  or  rule  of  law  relating  to the environment,
     health,  safety  or  Hazardous  Materials,  including  but  not limited to,
     Comprehensive  Environmental  Response,  Compensation, and Liability Act of
     1980;  the Resource Conservation and Recovery Act of 1986 and Hazardous and
     Solid Waste Amendments of 1984, 42 U.S.C. (S)(S)6901 et seq.; the Hazardous
     Materials Transportation Act, 49 U.S.C. (S)(S)6901 et seq.; the Clean Water
     Act,  33  U.S.C.  (S)(S)1251  et  seq.; the Toxic Substances Control Act of
     1976,  15 U.S.C. (S)(S)2601 et seq.; the Clean Air Act of 1966, as amended,
     42  U.S.C.  (S)(S)7401  et  seq.;  the  Safe  Drinking Water Act, 42 U.S.C.
     (S)(S)300f  et  seq.;  the Atomic Energy Act, 42 U.S.C. (S)(S)2011 et seq.;
     the  Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. (S)(S)136
     et  seq.;  and  the  Emergency  Planning and Community Right-to-Know Act of
     1986,  42  U.S.C.  (S)(S)1101  et  seq.

          b. Grantor has all insurance that is prudent for the Property, and (i)
     all  insurance  policies  under  which  the Property is covered are in full
     force  and  effect,  and  Grantor  has paid all premiums due and are not in
     default, (ii) all insurance policies are sufficient for compliance with all
     applicable  requirements  of  applicable  law,  and  (iii)  no  notice  of
     cancellation  or  non-renewal with respect to, or disallowance of any claim
     under,  any  such  policy  has  been  received  by  Grantor.

     12.     In  connection  with  the transactions contemplated hereby and as a
condition to Grantee's advance of $1.12 million contemplated by Section 1 above,
Grantor  shall  deliver  the  following  to  Grantee:

          a.  the  Warrants,  duly executed by Grantor, in the form of Exhibit A
     attached  hereto;

          b.  an opinion of counsel for American Leisure Holdings, Inc., in form
     and  substance  satisfactory  to  the  Grantee  in  its  sole  discretion;

          c.  an  amendment  to  the  Operating  Agreement  of the Grantor, duly
     executed  by  AMLH,  in  the  form  of  Exhibit  B  attached  hereto;

          d.  Amendment No. 1 to $4.3 Million Credit Agreement, duly executed by
     AMLH  and  Reedy  Creek  Acquisition  Company,  LLC;

          e.  Amendment No. 1 to $6.2 Million Credit Agreement, duly executed by
     AMLH,  Tierra  del Sol Resort (Phase 2), Ltd., Costa Blanca II Real Estate,
     LLC,  Costa  Blanca III Real Estate, LLC, TDS Town Homes (Phase 2), LLC and
     TDS  Clubhouse,  Inc.;

          f.  such other documents as Grantee shall reasonably deem necessary in
     connection  with  the  transactions  contemplated  hereby.

<PAGE>

     13.     For  purposes  of  this Agreement "AFFILIATE" shall mean any person
                                                ---------
(or  entity)  which  directly  or  indirectly through one or more intermediaries
controls,  or  is  controlled by or is under common control, with Grantor, AMLH,
Wright  or  Pauzer,  or  5%  or  more  of  the  equity interest of which is held
beneficially  or  of record by any of Grantor, AMLH, Wright or Pauzer.  The term
"control"  means  the  possession, directly of indirectly, of the power to cause
the  direction  of  the  management  and policies of a person or entity, whether
through  the  ownership  of  voting  securities,  by  contract  or  otherwise.

     14.     Any  notice  or  other  communication hereunder to any party hereto
shall  be delivered by hand delivery, facsimile, recognized overnight courier or
registered  or  certified mail, return receipt requested, and shall be deemed to
have been given or made when delivered to the party at its address or fax number
specified  next  to its signature hereto (or at any other address that the party
may  hereafter  specify  to  the  other  parties  in  writing).

     15.     This Agreement shall be deemed a contract made under the law of the
State  of  Florida and shall be governed by and construed in accordance with the
law  of said state and any suit, action or proceeding arising out of or relating
to  this  Agreement  may  be  commenced and maintained in any court of competent
subject  matter jurisdiction in Miami-Dade County, Florida, and any objection to
such  jurisdiction  and  venue  is  hereby  expressly  waived.

     16.     This Agreement shall be binding upon and shall inure to the benefit
of  each  party, and their respective successors and assigns, provided, however,
that  except as specifically permitted herein, neither Grantor, AMLH, Wright nor
Pauzer  may  assign  any  of  his/its rights hereunder without the prior written
consent  of  Grantee, which may be arbitrarily withheld, and any such assignment
will  be  void.

     17.     AMLH shall reimburse the Grantee for all of its costs and expenses,
including  reasonable  attorney's  fees,  incurred  in  connection  with  the
transactions  contemplated  hereby.

     18.     EACH  PARTY  KNOWINGLY,  VOLUNTARILY  AND  INTENTIONALLY WAIVES THE
RIGHT  HE/IT  MAY  HAVE  TO  A  TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED
HEREON  OR  ARISING  OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY
DOCUMENT  EXECUTED  IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OR EITHER PARTY. THIS
PROVISION  IS  A MATERIAL INDUCEMENT TO GRANTEE ENTERING INTO THIS AGREEMENT AND
MAKING  THE  $1.12  MILLION  ADVANCE  DESCRIBED  IN  SECTION  1  HEREOF.

<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first  above  written.

                         STANFORD  INTERNATIONAL  BANK  LIMITED


                         By:
                            ---------------------------------
                         Its:
                            ---------------------------------
                         Address:     6075 Poplar Avenue, Suite 300
                                      Memphis, Tennessee 38119
                         Facsimile:   407-251-8455


                         SOUTH  BEACH  RESORTS,  LLC


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

                         By: /s/ Malcolm J. Wright
                            ---------------------------------
                         Its: CEO
                            ---------------------------------
                         Address:     2462 Sand Lake Road
                                      Orlando, Florida 32809
                         Facsimile:   407-251-8455


                         AMERICAN LEISURE HOLDINGS, INC.


                         By: /s/ Malcolm J. Wright
                            ---------------------------------
                         Its: CEO
                            ---------------------------------
                         Address:     2462 Sand Lake Road
                                      Orlando, Florida 32809
                         Facsimile:   407-251-8455

                         /s/ Malcolm J. Wright
                         ------------------------------------
                         MALCOLM WRIGHT
                         Address:     2462 Sand Lake Road
                                      Orlando, Florida 32809
                         Facsimile:   407-251-8455

                         /s/ Frederick Pauzer
                         ------------------------------------
                         FREDERICK PAUZER
                         Address:     2462 Sand Lake Road
                                      Orlando, Florida 32809
                         Facsimile:   407-251-8455

<PAGE>

                                   SCHEDULE 1
                              WARRANTS DISTRIBUTION


<TABLE>
<CAPTION>

NAME                                    ADDRESS                                     % OF WARRANTS
----                                    -------                                      -------------
<S>                                       <C>                                             <C>
Stanford International Bank Limited     No. 11 Pavilion Drive, St. John's,               50.0000%
                                        Antigua, West Indies
Daniel T. Bogar                         1016 Sanibel Drive, Hollywood, Fl. 33019         11.5625%
William R. Fusselmann                   141 Crandon Blvd. # 437, Key Biscayne, FL 33149  11.5625%
Osvaldo Pi                              6405 SW 104th Street, Pinecrest, FL 33156        11.5625%
Ronald M. Stein                         6520 Allison Road, Miami Beach, Fl. 33141        11.5625%
Charles M. Weiser                       3521 N. 55th Avenue, Hollywood, FL 33021          1.8750%
Tal Kimmel                              201 South Biscayne Blvd., Miami, FL 33131         1.8750%

                        TOTAL                                                              100.0%

</TABLE>

<PAGE>