Exhibit 10.4


MODIFICATION AND REAFFIRMATION OF GUARANTY AND ENVIRONMENTAL INDEMNITY AGREEMENT
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     THIS MODIFICATION AND REAFFIRMATION OF GUARANTY AND ENVIRONMENTAL INDEMNITY
AGREEMENT is executed as of the 22nd day of November, 2006, by MALCOLM J. WRIGHT
having  an  office  at 550 Biltmore Way, Suite 700, Coral Gables, Florida 33134,
and AMERICAN LEISURE HOLDINGS, INC., a Nevada corporation (collectively, jointly
and  severally, the "Guarantor"), in favor of STANFORD INTERNATIONAL BANK, LTD.,
having an office at No. 11, Pavilion Drive, St. Johns, Antigua, West Indies (the
"Lender").

                                WITNESSETH, THAT:
                                ----------------

     WHEREAS,  the  Lender  has  previously  extended  a  $8,000,000.00  loan
(hereinafter  referred  to  as  the "Existing Loan"), to REEDY CREEK ACQUISITION
COMPANY,  LLC,  a  Florida limited liability company (hereinafter referred to as
"Borrower"),  and

     WHEREAS,  the Existing Loan is evidenced by a Promissory Note dated July 8,
2005  in the amount of $7,150,000.00 as amended by that certain Renewed, Amended
and  Increased  Promissory  Note  dated  January  4,  2006  in  the  amount  of
$8,000,000.00  and secured by: (i) that certain Mortgage and Security Agreement,
recorded  in  Official Records Book 2855, at Page 1243 (the "Mortgage"); (ii) an
Assignment of Leases, Rents and Profits, recorded in Official Records Book 2855,
Page  1280 (the "Assignment"); and (iii) a UCC-1 Financing Statement recorded in
Official  Records  Book  2855, Page 1291 (the "Financing Statement"); all of the
foregoing  modified  by  that certain Mortgage Modification Agreement and Future
Advance Certificate recorded in Official Records Book 3034, at Page 2915, all of
the  foregoing  instruments  being  filed  amongst the Public Records of Osceola
County,  Florida;  and (iv) other loan documents executed in connection with the
Existing  Loan  (the  "Existing  Loan  Documents");  and

     WHEREAS,  the  Guarantor  has  previously guaranteed the prompt payment and
performance  of  the Existing Loan, pursuant to the terms that certain Unlimited
Continuing  and  Unconditional  Guaranty executed by the Guarantor dated July 8,
2005  and  as  modified  and  reaffirmed  by  that  certain  Modification  and
Reaffirmation  of  Guaranty  and Environmental Indemnity Agreement dated the 5th
day  of  January,  2006  (collectively,  the  "Guaranty"),  and

     WHEREAS,  the  Guarantor has previously agreed to indemnify and hold Lender
harmless  from  any  environmental damage, pursuant to the terms of that certain
Environmental  Indemnity  Agreement  dated  July  8,  2005  and  as modified and
reaffirmed  by  that  certain  Modification  and  Reaffirmation  of Guaranty and
Environmental  Indemnity  Agreement  dated  the  5th  day  of  January,  2006
(collectively,  the "Indemnity Agreement") in connection with the Existing Loan,
and

     WHEREAS,  the Borrower has requested the Lender to modify the Existing Loan
by  granting  a $4,300,000.00 future advance so as to increase the Existing Loan
to  $12,300,000.00  (the  "New  Loan"),  and  as  a  condition  precedent to the

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modification  of  the  Existing  Loan,  the Lender has required the Guarantor to
modify  and  reaffirm  the  terms  of  the  Guarantor's  Guaranty  and Indemnity
Agreement  with  regard  to  the  New  Loan,  and

     WHEREAS,  under  the  New  Loan the Borrower has executed certain documents
modifying  the  Existing  Loan  Documents  including but not limited to a Second
Renewed, Amended and Increased  Promissory Note in the amount of $12,300,000.00,
a  Second  Mortgage  Modification  Agreement  and  Future  Advance  Certificate,
collectively  the  "New  Loan  Documents",  and

     WHEREAS, the Existing Loan as modified by the New Loan shall be referred to
as  the  "Loan",  and

     WHEREAS,  the Existing Loan Documents as modified by the New Loan Documents
shall  be  collectively  referred  to  as  the  "Loan  Documents",  and

     WHEREAS,  it  is  in  the best interests of the Guarantor to facilitate the
modification  of  the  Existing Loan and the Lender to make the New Loan and the
resulting  Loan,  and

     NOW, THEREFORE, for valuable considerations, the receipt and sufficiency of
which  are  hereby acknowledged, and to induce the Lender to modify the Existing
Loan  and  to  make the New Loan and the resulting Loan, the Guarantor agrees as
follows:

     1. RECITALS: The Guarantor acknowledges that each of the foregoing recitals
        --------
is  true  and  correct. The foregoing recitals are hereby incorporated into this
Agreement  and  made  a  material  part  hereof  by  this  express  reference.

     2.  REAFFIRMATION  OF  GUARANTY:  The  Guarantor  hereby  reaffirms,
         ---------------------------
re-acknowledges  and  ratifies  each  and  every  of the terms, representations,
warranties, covenants and conditions of the Guaranty, and agrees to remain bound
thereby.  Guarantor  agrees that all loans or financial accommodations currently
being  extended,  renewed or modified by the Lender to the Borrower shall remain
encompassed  by the Guaranty, and hereby reaffirms and ratifies the terms of the
Guaranty  with  respect to each such loan or financial accommodation, including,
without  limitation,  the  Loan  and  the  Loan  Documents.

     3.  REAFFIRMATION  OF  INDEMNITY AGREEMENT: The Guarantor hereby reaffirms,
         --------------------------------------
re-acknowledges  and  ratifies  each  and  every  of the terms, representations,
warrants,  covenants  and  conditions  of the Indemnity Agreement, and agrees to
remain  bound  thereby.  Guarantor  agrees  that  all  loans  or  financial
accommodations  currently  being  extended, renewed or modified by the Lender to
the  Borrower  shall  remain  encompassed by the Indemnity Agreement, and hereby
reaffirms and ratifies the terms of the Indemnity Agreement with respect to each
such  loan  or  financial accommodation, including, without limitation, the Loan
and  the  Loan  Documents.

     4.  NO  DEFENSES, COUNTERCLAIMS OR SETOFFS: The Guarantor acknowledges that
         --------------------------------------
as  of  the date of this Agreement, the Guarantor has no defenses, counterclaims
or  claims  to rights of offset with respect to the repayment of any obligations
or  indebtedness  owed  by  the  Borrower  to  the  Lender  or  the  Guarantor's
obligations  under  the  Guaranty  or  Indemnity  Agreement,  including, without

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limitation, the Loan and the Loan Documents, or with respect to the validity and
enforceability  of  any  collateral  or security interests held by the Lender in
connection  with  the Loan and/or as evidenced or secured by the Loan Documents.

     5.  NO  RELEASE: The Guarantor acknowledges and agrees that no action taken
         -----------
by the Lender subsequent to the date hereof shall affect, impair or diminish the
Guarantor's  obligations  under  the  Guaranty  or  the  Indemnity  Agreement.

     6.  RELIANCE:  The  Guarantor  acknowledges that the Lender is relying upon
         --------
this  Modification  and  Reaffirmation  of  Guaranty and Environmental Indemnity
Agreement  in  agreeing  to modify the Existing Loan and to make the Loan to the
Borrower,  and  the  Guarantor  intends  that  the  Lender  shall rely upon this
Modification  and  Reaffirmation  of  Guaranty  and  Environmental  Indemnity
Agreement.  The  Guarantor  certifies  to  the  Lender  that  the  Guarantor  is
affiliated  or  associated  with the Borrower such that the Loan extended by the
Lender  to  the  Borrower  shall  inure  to  the  benefit  of the Guarantor, and
constitute  sufficient  consideration  for  the  Guarantor's  execution  of this
Agreement.

<PAGE>

     IN  WITNESS  WHEREOF,  the  Guarantor has caused this instrument to be duly
executed  as  of  the  day  and  year  written  above.

WITNESS:                              GUARANTOR:
/s/ Keith Durden                    /s/ Malcolm J. Wright
------------------------------      --------------------------------
Keith Durden                        Malcolm  J.  Wright
------------------------------

                                    American  Leisure  Holdings,  Inc.,
                                    a  Nevada  corporation


/s/ Linda Smith                     By: /s/ Malcolm J. Wright
-----------------------------       ----------------------------
Linda Smith                         MJ Wright        , its
----------------------------        ----------------      ---------



STATE  OF  FLORIDA          )
                            )  SS
COUNTY  OF   Osceola        )
            --------------

     I  HEREBY  CERTIFY that the foregoing instrument was acknowledged before me
this  22nd  day of November, 2006, by Malcolm J. Wright, who is personally known
to  me  or  have  produced driver's licenses issued by the Department of Highway
Safety  and  Motor  Vehicles  as  identification and did [did not] take an oath.

                              /s/ Linda Smith
                              -----------------------------------
                              Print  Name:
                              NOTARY  PUBLIC,  State  of  Florida
                              Serial  No:
                              My  Commission  Expires: 3/21/07

<PAGE>

STATE  OF  FLORIDA          )
                            )  SS
COUNTY  OF    Osceola       )
            --------------

     I  HEREBY  CERTIFY that the foregoing instrument was acknowledged before me
this  22nd  day of November, 2006, by Malcolm Wright, as CEO of American Leisure
Holdings,  Inc.,  a  Nevada  corporation,  on  behalf  of the corporation who is
personally  known  to  me  or  have  produced  driver's  licenses  issued by the
Department  of  Highway Safety and Motor Vehicles as identification and did [did
not]  take  an  oath.

                              /s/ Linda Smith
                              ------------------------------------
                              Print  Name:
                              NOTARY  PUBLIC,  State  of  Florida
                              Serial  No:
                              My  Commission  Expires: 3/21/07

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