Exhibit 10.8



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


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

     THIS  THIRD  MORTGAGE MODIFICATION AGREEMENT AND FUTURE ADVANCE CERTIFICATE
(this  "Agreement")  is  made  as  of December 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  an 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
Advance  Note  represents a consolidation, amendment, restatement and renewal of

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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. On November 22, 2006 Borrower and Guarantor requested that the Mortgagee
make  a  Four  Million  Three Hundred Thousand and No/100 Dollar ($4,300,000.00)
future  advance  loan  (the "Second Future Advance Loan") to the Borrower, which
Second  Future  Advance  Loan  is (a) evidenced by a Second Renewed, Amended and
Increased  Promissory  Note  (the  "Second  Future  Advance  Note")  dated as of
November  22,  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, and (b) secured
by:  (i)  the  Mortgage  and  the  Assignment  as  amended by the First Mortgage
Modification  Agreement, and that certain Second Mortgage Modification Agreement
and  Future  Advance  Certificate  made  as of November 22, 2006 and recorded on
December  1,  2006  in  Official  Records  Book 3345, at Page 2054 of the Public
Records  of  Osceola  County,  Florida  (the  "Second  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").

     E. Borrower and Guarantor have further requested that the Mortgagee make an
additional  future  advance  loan to the Borrower in the amount of a One Million
One  Hundred  Twenty  Thousand  and  No/100  Dollar  ($1,120,000.00) maturing on
January 31, 2007 (the "Third Future Advance Loan"), which Future Advance Loan is
(a)  evidenced  by  a  Third Renewed, Amended and Increased Promissory Note (the
"Second  Future  Advance  Note") dated as of even date herewith, executed by the
Borrower and made payable to the order of Lender, in the face amount of Thirteen
Million  Four Hundred Twenty Thousand and No/100 Dollars ($13,420,000.00), which
Third Future Advance Note represents a consolidation, amendment, restatement and
renewal  of  the  Second  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  Third  Future Advance Loan constitutes a future advance under Section 11.18
of  the Mortgage as amended by the First Mortgage Modification Agreement and the
Second  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  Second Future Advance Note, the Amended
Mortgage,  the Assignment, 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 Third Future Advance Note and the
performance  of  all  obligations  under  all  documents, and all modifications,
extensions, substitutions, and replacements thereof, executed in connection with
the  loans evidenced and/or securing the Original Note, the First Future Advance
Note,  the Second Future Advance Note, and/or the Third 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.

<PAGE>

     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.

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

<PAGE>

STATE  OF  FLORIDA          }
                            } ss:
COUNTY  OF  Orange          }

     The  foregoing  instrument  was  acknowledged before me this 21st day of
December,  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:

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

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                                   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,

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89.04 FEET TO THE POINT OF TANGENT; RUN THENCE NORTH 68 00'00" WEST, 198.67 FEET
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.

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