EXHIBIT 10.1


                                                          ROBERT F. CARMICHAEL
                                                          Senior Vice President
                                                          200 E. Robinson Street
                                                          Suite 555
                                                          Orlando, Florida 32801
                                                          Tel.  (407) 241-3738
                                                          Fax   (407) 241-3749

                                 August 15, 2005


Tierra del Sol Resorts, L.P.
c/o Resorts Development Group, LLC
2462 Sand Lake Road
Orlando, FL 32809
Attn.:  Malcolm J. Wright

Dear Mr. Wright:

     KeyBank  National  Association  (hereinafter "KeyBank", or "Lender") hereby
offers,  subject  to the terms and conditions hereinafter set forth, to make the
following  commercial  real  estate  mortgage  construction  loan  (the "Loan"):

BORROWERS:                    (i)  Tierra  del  Sol  Resort,  L.P.,  a  limited
                              partnership  organized under the laws of the State
                              of  Florida;  (ii)  TDS  Townhomes, LLC, a limited
                              liability  company organized under the laws of the
                              State  of Florida; (iii) Costa Blanca Real Estate,
                              Inc.,  a  corporation  organized under the laws of
                              the  State of Florida; (iv) TDS Clubhouse, Inc., a
                              corporation  organized under the laws of the State
                              of Florida, (v) TDS Amenities, Inc., a corporation
                              organized  under the laws of the State of Florida;
                              (vi)  Costa  Blanca II Real Estate, LLC, a limited
                              liability  company organized under the laws of the
                              State  of  Florida;  (vii)  Costa  Blanca III Real
                              Estate, LLC, a limited liability company organized
                              under  the laws of the State of Florida and (viii)
                              Tierra  del  Sol  Resorts,  Inc.,  a  corporation
                              organized  under  the laws of the State of Florida
                              (the  foregoing  entities  sometimes  hereinafter
                              collectively  referred to as the "Borrowers"). The
                              Borrowers  shall  be  established  in  a  manner
                              satisfactory  to  Lender,  to  be  special purpose
                              entities  (i.e.,  bankruptcy  remote)  and  are
                              required  to  have  an  independent  director.


REPAYMENT                     Malcolm  J.  Wright  ("Wright"),  American
GUARANTORS:                   Leisure  Holdings,  Inc.,  a corporation organized
                              under  the  laws  of the State of Florida ("ALH");
                              and  LLC-6,  a  to-be-formed  Florida  limited
                              liability company, jointly and severally.


PERFORMANCE AND               Wright, ALH, and LLC-6, an entity to be formed by
COMPLETION                    PCL, jointly and severally.
GUARANTORS:

<PAGE>

COMPLETION                    PCL  Construction  Enterprises,  Inc.,  a
GUARANTORS:                   corporation  organized under the laws of the State
                              of Colorado ("PCL").

                              (The  Repayment  Guarantors,  Performance  and
                              Completion  Guarantors  and  Completion  Guarantor
                              collectively referred to as "Guarantors")


DESCRIPTION OF
PROJECT:                      The  Loan  (sometimes  referred  to  herein as the
                              "Phase  I  Loan")  is  being  committed  for  the
                              construction of a development known as "Tierra del
                              Sol"  (the  "Project").  The  Loan  which  is  the
                              subject  of  this Commitment is for Phase I of the
                              Project.

                              Additionally,  an  entity  related  to  the
                              Lender,  KeyBanc  Capital Markets, is underwriting
                              the  issuance  of a Community Development District
                              ("CDD")  bonds, with net proceeds in the amount of
                              approximately  $21,139,322, which will be used for
                              the  payment  of  Project  costs  and  to purchase
                              common  land.  Borrowers  shall  comply  with  all
                              requirements  of  KeyBanc  with respect to the CDD
                              issuance.


USE  OF  PROCEEDS:            The  Loan  proceeds  are  to  be  used  solely for
                              the  development  of  Phase  1  of  Tierra del Sol
                              Resort  (hereinafter  called "Phase I") consisting
                              of  a  luxury  townhouse/condominium  community
                              consisting  of  250  townhomes  and  180  mid-rise
                              condominiums  along  with  project  infrastructure
                              (roadways,  sewer,  water, electric) and amenities
                              including  a 100,000 square foot Clubhouse (85,000
                              sf  under  air)  with  concierge,  casual and fine
                              dining  restaurants,  private  theater,  shops,  a
                              world-class  spa  &  fitness  center,  and  other
                              improvements  (the "Improvements") on land located
                              in  Polk  County,  Florida (the "Land") (the Land,
                              Improvements and all related fixtures and personal
                              property  are  referred  to  as the "Project"), in
                              accordance  with  the Schedule of sources and uses
                              of  funds  and  the  Project  budget  set forth in
                              Exhibit  "A",  attached  hereto,  approved  by the
                              ------------
                              Lender hereunder, as the same may be modified with
                              the  prior  written approval of the Lender, and to
                              pay such other related expenses and costs as shall
                              be approved in writing by the Lender.


LOAN  AMOUNT:                 The  principal  amount  of  the  Loan  shall  not
                              exceed NINETY-SIX MILLION SIX HUNDRED THOUSAND AND
                              NO/100 DOLLARS ($96,600,000.00) or so much thereof
                              as may be advanced from time to time to or for the
                              benefit  of  the Borrower subject to the terms and
                              conditions of the Construction Loan Agreement (the
                              "Loan Amount").


TERM /PRINCIPAL REPAYMENT:    If  not  sooner  paid,  the  entire  principal
                              balance  outstanding,  together  with  all  unpaid
                              interest  thereon,  fees,  and  costs and expenses
                              incurred  by  Lender,  shall be due and payable in
                              full  on  the  twenty-four  (  24 ) calendar month
                              anniversary of the Date of Closing ("Maturity").

<PAGE>

PROJECT EQUITY REQUIREMENT:   Borrowers  shall  provide  evidence  reasonably
                              satisfactory to the Lender that the project equity
                              ("Project  Equity") invested in the Project is not
                              less than the difference between the total Project
                              Cost  as  set  forth in the Budget and the maximum
                              Phase  I  Loan  amount;  provided,  however, in no
                              event shall the Project Equity be less than 44% of
                              the  total  cost  of the Project as set out in the
                              Budget  approved  by  the  Lender  hereunder  or
                              $75,003,930,  whichever  is  greater.  The Project
                              Equity  must  be  either (i) deposited with Lender
                              prior  to the Date of Closing, and disbursed prior
                              to  the  first advance of the Loan or (ii) used to
                              pay  Project  costs  approved  by  Lender,  with
                              evidence  of  payment delivered to Lender prior to
                              the first advance of the Loan.


RELEASE  PRICE:               Release  Price  for  the  Loan  shall  be  the
                              greater  of (i) 100% of net sales proceeds or (ii)
                              individual  unit  release  prices  per  a
                              to-be-determined  stacking  plan  (acceptable  to
                              Lender)  that  produces  not  less  than  a  1.20x
                              acceleration on the Loan.


INTEREST  RATE:               Advances  of  the  proceeds  of  the  Loan  shall
                              bear interest at the 30-Day Daily Adjustable LIBOR
                              Rate  plus  the  LIBOR Rate Margin. The LIBOR Rate
                              Margin shall be 2.75%. The LIBOR Rate shall be the
                              average  rate  as  shown  in  Dow  Jones  Markets
                              (formerly  Telerate) (Page 3750) at which deposits
                              in  United  States  Dollars  are  offered by first
                              class  banks  in  the  London  Interbank Market at
                              approximately  11:00  a.m.  (London  time) two (2)
                              business days prior to the date an advance is made
                              in  an  amount  of the advance and with a maturity
                              equal to the applicable Interest Period. The LIBOR
                              Rate  will be adjusted for any applicable reserves
                              and taxes if required by future regulations.

                              Interest  shall  be  calculated  on  the  basis of
                              a  360-day  year  for  the  actual  number of days
                              elapsed.


DEFAULT  RATE:                In  the  event  of  any  default,  the  interest
                              rate  shall  be  the  greater of (i) three percent
                              (3%)  in  excess  of  the  Interest Rate otherwise
                              applicable  on  each  outstanding  advance or (ii)
                              eighteen  percent (18%), but shall not at any time
                              exceed the highest rate permitted by law.


INTEREST PAYMENTS:            Interest  on  the  principal  balance  outstanding
                              on  the  Loan  from  time to time shall be due and
                              payable  monthly  beginning  on the 5th day of the
                              first calendar month following the Date of Closing
                              (as hereinafter defined) and continuing on the 5th
                              day of each consecutive calendar month thereafter.


INTEREST RATE PROTECTION:     Borrowers  may  be  required  to  institute  an
                              interest rate hedging program through the purchase
                              of  an  interest  rate  swap,  cap,  or other such
                              interest  rate  protection product ("Interest Rate
                              Protection Product") with respect to the Loan. The
                              Interest  Rate  Protection Product, the portion of
                              the  Loan  (if less than the Loan Amount) to which
                              the  Interest Rate Protection Product shall apply,
                              and  the  financial  institution  providing  the
                              Interest  Rate Protection Product shall be subject
                              to the prior approval of the Lender.

<PAGE>

                              If  Borrowers  purchases  the  Interest  Rate
                              Protection  Product  from  the  Lender,  Borrowers
                              shall  enter  into  the  Lender's  customary  form
                              agreement  for  such purposes and any indebtedness
                              or  other  obligations  of Borrowers arising under
                              such  agreement  shall  be indebtedness secured by
                              the Mortgage and the other Loan Documents.


LOAN FEES:                    At  Closing,  fees  shall  be  payable  by
                              Borrowers to the Lender as follows:

                              1.   COMMITMENT  FEE:  Upon  the  Borrowers'
                                   acceptance  of  this Commitment, a Commitment
                                   Fee  of  NINE  HUNDRED SIXTY-SIX THOUSAND AND
                                   NO/100  DOLLARS ($966,000.00) (1% of the Loan
                                   amount)  shall  be paid on or before the Date
                                   of  Closing.  $50,000.00 of this amount shall
                                   be  paid  at  the  signing of this Commitment
                                   Letter and shall be non-refundable.

                              2.   LOAN  ADMINISTRATION  FEE:  A  Loan
                                   Administration  Fee  of  ONE  HUNDRED  FIFTY
                                   THOUSAND  AND  NO/100  DOLLARS  ($150,000.00)
                                   shall  be  paid  on  or  before  the  Date of
                                   Closing  and annually, in advance, thereafter
                                   during  the  term  of  the  Loan.

                              Borrowers  acknowledge  that  each  such  Fees
                              shall  be  for  the  applicable services rendered,
                              supported  by  good,  valuable  and  adequate
                              consideration.  The  Commitment  Fee  and the Loan
                              Administration Fee shall be deemed to be earned by
                              the  Lender  on  the  date  of this Commitment and
                              shall not be refundable for any reason.


EXPENSES:                     Borrowers  shall  pay  all  costs  and  expenses
                              including  (by  way  of  illustration  and  not
                              limitation):  recording  fees,  title  insurance
                              costs,  escrow fees, flood zone determination fee,
                              survey fees, appraisal costs, the Lender's outside
                              and  in  -house  attorney's  costs  and  fees, the
                              Lender's document preparation fee, engineer's fee,
                              inspecting  architect's  fee,  environmental audit
                              and  site  inspection  fees, and any and all other
                              costs  of  the  Lender  in  connection  with  this
                              Commitment and the Loan.


LATE FEE:                     For  any  payment  of  principal  or interest made
                              later  than  five (5) days following the due date,
                              Borrowers  shall  pay  a  late  fee  equal  to the
                              greater of four percent (4%) of the amount of such
                              payment or Twenty-five Dollars ($25.00).


LOAN DOCUMENTS
AND SECURITY FOR
THE LOAN:                     The  Loan  shall  be  evidenced  by  a  promissory
                              note  (the  "Note")  for  the  Loan  Amount  and a
                              Construction  Loan Agreement, and shall be secured
                              by:

                              1.   A  mortgage,  assignment  of  leases  and
                                   rents,  security agreement and fixture filing
                                   (the  "Mortgage") which Mortgage shall convey
                                   to  Lender  (a)  a  first  lien  upon  the
                                   unencumbered fee simple title to the Land and
                                   the  Improvements and easements and rights of
                                   way  appurtenant thereto, which Land shall be
                                   more  fully  described in a legal description
                                   to  be  provided  by  the  Borrowers  to
                                   satisfaction  of  the Lender, and (b) a first
                                   lien  and  security  interest in all fixtures
                                   and  personal property owned by Borrowers and
                                   relating  to  or  located on the Project, and
                                   (c) assigning all leases, subleases and other
                                   agreements  relating to the use and occupancy
                                   of  all or any portion of the Project, and to
                                   all  present and future rents, leases, issues
                                   and profits therefrom;

<PAGE>

                              2.   A  Guaranty  of  Payment  executed  by  each
                                   Repayment Guarantor and pursuant to which the
                                   Repayment  Guarantors  jointly  and severally
                                   guarantee  payment of principal, interest and
                                   other amounts due under the Loan;

                              3.   A  Guaranty  of  Performance  and  Completion
                                   executed  by  each Performance and Completion
                                   Guarantor  and  pursuant  to  which  the
                                   Performance and Completion Guarantors jointly
                                   and  severally  guarantee  the  lien-free and
                                   timely  completion  of  the  Project  and
                                   Borrowers'  obligation  to  keep the Loan "in
                                   balance" and to pay for all cost overruns;

                              4.   A  Guaranty  of  Completion  executed  by the
                                   Completion  Guarantor  and  pursuant to which
                                   the  Completion  Guarantor  guarantee  the
                                   lien-free  and  timely  completion  of  the
                                   Project.

                              5.   Such  UCC  Financing  Statements  describing
                                   the personal property relating to the Project
                                   as  Lender's counsel determines are necessary
                                   to  perfect  or  notify  third parties of the
                                   security  interest  intended to be created in
                                   such property by the Loan Documents;

                              6.   An  Environmental  Indemnity  Agreement
                                   executed  by  Borrowers  and  the Guarantors,
                                   jointly and severally;

                              7.   An  assignment  of  construction  documents,
                                   including,  without  limitation,  the General
                                   Contract,  all  architecture  and engineering
                                   contracts, Plans and Specifications, permits,
                                   licenses,  approvals  and development rights,
                                   together  with consents to the assignment and
                                   construction  agreements  from  the  Genera
                                   Contractor,  the  architect and other parties
                                   specified by Lender.

                              8.   A  collateral  assignment  of  all  contracts
                                   and  agreements  related  to  sale  of  each
                                   condominium unit (as applicable).

                              9.   A  collateral  assignment  of  all  purchase
                                   deposits.

                              10.  An  assignment  of  any  management  and/or
                                   operating agreements.

                              11.  A  Subordination,  Nondisturbance  and
                                   Attornment  Agreement between Lender and each
                                   of  the  tenants  under  any  lease(s),  if
                                   applicable; and

                              12.  Such  other  documents,  instruments  or
                                   certificates  as  the  Lender and its counsel
                                   may  reasonably  require,  including  such
                                   documents  as  Lender  in its sole discretion
                                   deems  necessary or appropriate to effectuate
                                   the  terms and conditions of the Construction
                                   Loan  Agreement and the other Loan Documents,
                                   and to comply with the laws of this State.

<PAGE>

                              All  of  the  foregoing  documents  (the  "Loan
                              Documents")  shall  be  in  form  and  substance
                              acceptable  to  the  Lender  and  shall  remain
                              effective for as long a period of time as any part
                              of the Loan is unpaid.

                              In  addition,  at  Closing,  Borrowers  shall
                              deliver  the opinions of Borrowers' legal counsel,
                              in  form  and  substance  acceptable to Lender and
                              Lender's counsel, that

                                   With  respect  to  the  Borrowers,  the
                                   Guarantors,  the Land, and the Project, that:
                                   (a)  the  transactions  contemplated  by this
                                   Commitment  do  not  violate any provision of
                                   any  law,  restriction  or  the  document
                                   affecting  the  Borrowers,  the Guarantor(s),
                                   the  Land,  or  the  Project;  (b)  the  Loan
                                   Documents  have  been  duly  executed  and
                                   delivered,  constitute  legal,  valid  and
                                   binding  obligations  of  the  Borrowers  and
                                   Guarantor  and  are enforceable in accordance
                                   with  their  terms;  (c)  the  Borrowers  are
                                   validly  organized  and existing corporations
                                   and/or  limited liability companies under the
                                   laws of the State of Florida and qualified to
                                   do  business  in  the  State of Florida, that
                                   each  has  the legal capacity to own, develop
                                   and  operate  the Land and the Project and to
                                   perform  its  obligations  under  the  Loan
                                   Documents,  and  that  the Loan has been duly
                                   authorized  by  the  Borrowers;  (d)  the
                                   Guarantors,  as  applicable,  are  validly
                                   organized  and  existing  corporations and/or
                                   limited liability companies under the laws of
                                   the  State  of  Florida  and  qualified to do
                                   business in the State of Florida and are duly
                                   authorized  to  execute  and  deliver  the
                                   Guaranties;  (e)  there  is  no threatened or
                                   pending  litigation  that  might  affect  the
                                   Loan, the Guarantor(s), the Land, the Project
                                   or  the Borrowers; and (f) such other matters
                                   (including  an opinion with respect to zoning
                                   of  the  Land and the Project) concerning the
                                   Loan,  the  Loan  Documents,  the  Land,  the
                                   Project,  the Borrowers, or the Guarantor, as
                                   the Lender or its counsel may require.

                         A  non-consolidation  opinion  confirming  that  the
                         structure  of  the  Loans  and  the organization of the
                         Borrowers and Guarantors is such that the Borrower will
                         constitute  a  "special  purpose,  bankruptcy  remote
                         entity",  separate  from  ALH  and any other related or
                         commonly owned entities.

PRE-SALE
REQUIREMENT:             Borrowers  shall  deliver  to  Lender  prior to Closing
                         fully  executed  Qualified Contracts which will produce
                         aggregate  net  sales proceeds sufficient to cover 120%
                         of  the Loan Amount. Qualified Contracts shall have the
                         following  characteristics: (i) must be non-assignable;
                         (ii)  must  indicate  20%  non-refundable deposits; and
                         (iii)  Units  sold pursuant to Qualified Contracts must
                         be  deliverable  within  the  timeframe required by the
                         contract.  Furthermore,  not more than 35 Phase I units
                         can be sold to individuals/entities associated with the
                         Project.

                         In  addition,  and  as  part  of  the  Project  Equity
                         requirement,  Borrowers  shall deliver to Lender, to be
                         held  by,  and  pledged  to  Lender,  Usable  Deposits
                         totaling  at  least  $25,498,108.00;  or  provide  such
                         evidence  to  Lender,  acceptable  in  Lender's  sole
                         discretion,  such Usable Deposits have been utilized in
                         accordance  with the sources and uses of funds attached
                         as  EXHIBIT "A". If Usable Deposits are not equal to or
                         greater  than  $25,498,108.00,  in  the  aggregate,
                         Borrower's  equity  requirement shall be increased on a
                         dollar  for  dollar  basis  for each dollar that Usable
                         Deposits  are less than $25,498,108.00. Usable Deposits
                         are defined as: (i) 10% (2nd 10% deposits) of the gross
                         sales  contract price of each Phase I condominium unit;
                         or  (ii)  20% of the gross sales contract price of each
                         Phase I townhome unit.

<PAGE>

                         Furthermore,  prior  to  funding  Phase  I  Loan
                         proceeds  for  a  particular  condominium  building,
                         Borrowers  shall  deliver  to Lender contracts of sale,
                         sufficient  to  Lender,  for at least thirty-three (33)
                         units  with  evidence,  sufficient  to  Lender,  that
                         Borrowers  have  received  full  twenty  percent  (20%)
                         deposits for each of said contracts of sale.


APPRAISAL:               Lender  has  received  a  written  appraisal  from
                         Integra  Realty  Resources  dated  March  15,  2005
                         reflecting  an  appraised value of $123,600,000.00. The
                         appraisal  shall be updated, at Borrowers' cost, as and
                         when reasonably requested by Lender.

TITLE INSURANCE
POLICY:                  Counsel  for  Lender  shall  obtain,  at  Borrowers'
                         expense,  an  ALTA extended coverage lender's policy of
                         title  insurance  meeting  the  requirements set out in
                         Exhibit  "D"  attached  hereto  by  a  title  company
                         ------------
                         satisfactory to the Lender in the Loan Amount, insuring
                         the  Lender  that it has a first lien upon the Project,
                         and  including insurance against construction liens and
                         encroachments  by  or  upon  the  Project and with such
                         endorsements as may be required by the Lender, with all
                         so-called  "Standard" exceptions deleted and containing
                         no exceptions other than those specifically approved by
                         the  Lender  (the  foregoing hereinafter referred to as
                         the "ALTA Policy").


INSURANCE:               Borrowers  shall  obtain  and  maintain  either
                         Builder's Risk insurance coverage or permanent All Risk
                         insurance  coverage as appropriate, satisfactory to the
                         Lender,  on  the  real  estate  and  personal  property
                         securing  this  Phase  I  Loan.  All insurance policies
                         shall  be  issued  by  carriers with a Best's Insurance
                                                                ----------------
                         Reports  policy  holder's  rating  of A and a financial
                         -------
                         size  category  of Class X and shall include a standard
                         mortgage  clause (without contribution) in favor of and
                         acceptable  to  the  Lender. The policies shall provide
                         for the coverages set forth in Exhibit "F" attached and
                                                        -----------
                         any  other  coverage  that  the Lender may from time to
                         time deem necessary:

                         Each  policy  shall  provide  that  it  may  not  be
                         cancelled,  reduced  or  terminated  without  at  least
                         thirty  (30)  days  prior written notice to Lender. The
                         initial  policies shall be prepaid and delivered to the
                         Lender  prior to closing and all renewal policies shall
                         be deposited with Lender as evidence of such insurance.


ENVIRONMENTAL
ASSESSMENT:              Borrowers  shall  provide  evidence  (including  a
                         "Phase I" environmental assessment) indicating that the
                         Land  is free from risk, in the Lender's sole judgment,
                         from  all  hazardous  substances,  toxic  substances or
                         hazardous  wastes  as defined by any federal, state, or
                         local law, statute, ordinance or regulation and is free
                         of  all  other  contamination  which,  even  if  not so
                         regulated,  is  known to pose a hazard to the health of
                         any  person  on or about the Land, and that the Land is

<PAGE>

                         not in a "Wetlands" or "Flood Plain" area, and contains
                         no  underground  storage tanks or oil or gas wells. The
                         environmental  consultant  must  be  acceptable  to the
                         Lender  and  shall  be directly engaged by Borrowers at
                         Borrowers'  cost.  The  Lender  reserves  the right, at
                         Borrowers' expense, to retain an independent consultant
                         to  review  any such evidence submitted by Borrowers or
                         to conduct its own investigation of the Land.

                         In  addition,  the  Lender  may,  under  appropriate
                         circumstances  consider  the  use  of  environmental
                         insurance to mitigate the risks of certain conditions.


CONSTRUCTION
INSPECTIONS:             The  Lender  shall  require  the  services  of  an
                         outside  consulting  engineer  (the  "Lender's
                         Consultant"),  to  be engaged by the Lender at the cost
                         and  expense of the Borrowers, to perform the following
                         services on behalf of the Lender:

                         a.   To  make  an  initial  pre-cost  analysis
                              verifying  that  the Improvements can be completed
                              for the amount available for construction from the
                              Loan  budget  established  by  the  Lender for the
                              Borrowers;

                         b.   To  review  and  advise  the  Lender  whether,  in
                              the  opinion of the Lender's Consultant, the final
                              plans  and specifications are satisfactory for the
                              intended purposes thereof;

                         c.   To  make  monthly  inspections  and  certify  that
                              construction  is  in  accordance with the original
                              plans and specifications approved by the Lender to
                              certify  that  construction has reached the stated
                              percentage  of  completion,  that  the  monthly
                              requisitions  actually  reflect the degree of work
                              performed  to  date  and  that  the  undisbursed
                              proceeds  of  the  Loan are sufficient to complete
                              the construction;

                         d.   To  review  and  approve  construction  contracts
                              entered  into  by  the  Borrowers  or  the General
                              Contractor  in connection with the construction of
                              the  Project,  for  the  purpose  of providing the
                              Lender  with  an  opinion  as  to  the  costs  of
                              construction  to  be  incurred  to  complete  the
                              Project,  and also for the purpose of assuring the
                              Lender  that  all  such  contracts deal adequately
                              with and include the work required to be performed
                              by the approved final plans and specifications.


NON-ASSIGNABILITY
OF COMMITMENT:           This  Commitment  is  made  exclusively  to  the
                         Borrowers  and  is  not  assignable  nor  transferable
                         voluntarily  or  involuntarily by the Borrowers and any
                         such assignment or transfer or attempted assignment, or
                         transfer  shall  be  null  and void and shall result in
                         this  Commitment being automatically and simultaneously
                         terminated.


LENDER
PARTICIPATION/
SYNDICATION CONTINGENCY: Borrowers  acknowledges  that  the  Lender  will  hold
                         $35,000,000.00  of  the Loan and will need to syndicate
                         and/or  participate the remaining $61,600,000.00 of its
                         interest in the Loan before closing, and as a condition
                         of  closing,  and  Borrowers  agree  to,  at  Lender's
                         request,  execute  such additional promissory notes and
                         other instruments as may be appropriate to evidence its
                         obligation  under  the  Loan to such syndicate banks as
                         may  commit,  in  the  future, to fund a portion of the
                         Loan  amount according to the terms of the Construction
                         Loan Agreement.

<PAGE>

                         Lender  shall  be  the  lead  arranger and will manager
                         all aspects of the syndication, including the selection
                         of  lenders,  the  determination  of when lead arranger
                         will  approach  potential  lenders  and  the  final
                         allocation  among  lenders.  Borrowers  agree to assist
                         lead  arranger  actively  in  achieving  a  timely
                         syndication  that  is  reasonably  satisfactory to lead
                         arranger,  such  assistance  to  include,  among  other
                         things,  (a)  direct contact during syndication between
                         Borrowers'  senior  officers,  representatives  and
                         advisors,  on the one hand, and prospective lenders, on
                         the  other  hand  at  such  times  and  places  as lead
                         arranger  may  reasonably  request,  (b) providing lead
                         arranger  all  financial  and  other  information  with
                         respect  to Borrowers and the transactions contemplated
                         that  lead  arranger  may reasonably request, including
                         but  not  limited  to financial projections relating to
                         the  foregoing,  and (c) assistance in preparation of a
                         confidential information memorandum and other marketing
                         materials  to  be  used  in  connection  with  the
                         syndication.

                         Lender,  as  Agent,  shall  be  entitled  with  consent
                         of  Borrowers  (which  shall  not  be  unreasonably
                         withheld), to change the structure or terms of the Loan
                         if Lender determines that such changes are advisable in
                         order  to  ensure  successful syndication or an optimal
                         credit  structure for the Loan, provided the total Loan
                         Amount will not change. In addition, this Commitment is
                         subject  to  (among  other things) the absence of (i) a
                         material  adverse  change  in  the  business, condition
                         (financial  or  otherwise),  operations,  performance,
                         properties  or  prospects  of  Borrowers;  and (ii) any
                         material  change  in  loan  syndication or financial or
                         capital  market  conditions  generally  from  those
                         currently  in  effect.  In the event that the Loan does
                         not  close  (x)  as  a result of (ii) above or (y) as a
                         result  of Borrowers reasonably withholding its consent
                         to  a  change  to the structure or terms of the Loan in
                         accordance with the terms hereof, then, in either case,
                         Borrowers  shall  be  entitled  to a refund of the fees
                         paid,  less  expenses  incurred  and  amounts otherwise
                         designated as not being refundable.


INDEMNIFICATION:         Borrowers  and  each  Guarantor  agrees  to  indemnify
                         and  to defend and hold the Lender harmless against (i)
                         any  brokerage  commissions or finder's fees claimed by
                         any  broker  or  other  party  in  connection  with the
                         transactions  contemplated  hereby and (ii) any losses,
                         costs,  damages  or expenses that the Lender may incur,
                         directly or indirectly, including attorneys' fees, as a
                         result  of  or in connection with the assertion against
                         the  Lender  of  any claims relating to the presence or
                         removal  of  any  environmental  contamination  on  the
                         Project or any adjacent property.


DISBURSEMENT
PROCEDURES:              All  funds  disbursed  under  the  Loan  shall  be
                         subject  to  the  Lender's Construction Loan Agreement,
                         which  shall  contain  such  terms,  covenants,  and
                         conditions  as  shall  be  satisfactory  to the Lender,
                         including without limitation, the following:

                         Draw  Request:  All  requests  for  disbursement  of
                         --------------
                         funds ("Phase I Loan Disbursement") shall be in writing
                         using  the  Lender's  standard  form  of  Borrower
                         Certificate  and  shall  be submitted on a Standard AIA
                         Form  G702  and  G703, including any change orders on a
                         Standard  AIA Form G701, and including invoices for any
                         "soft  costs,"  and  shall be for costs consistent with
                         the  final  Project  cost  breakdown  as  presented  on
                         Lender's standard "Soft and Hard Cost Requisition" form
                         and  accepted  by  the  Lender  in  aggregate total and
                         itemization.  Draw  requests  should  not  be made more
                         frequently than once per month. Lender may, in its sole
                         discretion  permit  disbursements  for materials stored
                         off-site.  Each  draw request shall be certified by the
                         Borrowers  and  approved  in  writing  by  the  Project
                         Architect  or  Engineer,  and  the Lender's independent
                         inspector.

<PAGE>

                         Affidavits/Lien  Waivers:  The  Borrowers  shall
                         ------------------------
                         submit with all Draw Requests affidavits certifying all
                         outstanding  balances  due but unpaid for work in place
                         for  the  Project. With each draw request, Lender shall
                         have  the  right to require the Borrowers to deliver to
                         the  Lender  waivers  of  liens from contractors in the
                         respective sum received by each such contractor for all
                         of Borrowers' preceding draw requests.

                         Title  Insurance:  Lender  shall  be  provided  with an
                         ----------------
                         endorsement  to  the ALTA Policy, as of the date of the
                         requested  Phase  I  Loan  Disbursement,  showing  no
                         additional  liens  or  encumbrances  upon  the Project,
                         including identification of delinquent taxes.

                         Inspections:  All  inspections  shall  be  completed by
                         -----------
                         an  agent  for  the  Lender  who  may  require  further
                         information,  including,  but not limited to, documents
                         such  as  contracts  and  invoices,  to  complete  the
                         analysis  of  the Draw Request. The Borrowers shall pay
                         the cost of these inspections as well as offsite stored
                         materials inspections, if applicable.

                         Foundation  Survey:  Upon  completion  of  the  each
                         ------------------
                         foundation,  the  Borrowers  shall  submit a foundation
                         survey complying with Exhibit "B" attached hereto.

                         Disbursements:  All  disbursements  shall  be  made
                         -------------
                         within approximately ten (10) days after receipt of all
                         information  required  by  the  Lender  to  approve the
                         requested disbursements.

                         Net  Cash  Flow.  The  Loan  Agreement  shall  require
                         ---------------
                         that  all  Net  Cash  Flow  from  the  Project  must be
                         deposited  with  the Lender in a demand deposit account
                         in Borrowers' name but under the Lender's sole dominion
                         and  control.  Funds deposited in such account shall be
                         applied  against  the monthly payments on the Loan, and
                         Phase  I  Loan  proceeds  will  be  disbursed  from the
                         interest  reserve  set  out  in  the Budget only to the
                         extent  the Net Cash Flow is not sufficient to make the
                         payments.  "Net  Cash  Flow"  means  the  gross  income
                         produced by the Project from all sources reduced by (a)
                         ordinary  and  necessary  operating  expenses  actually
                         incurred  and  paid  with  respect  to  the  Project
                         (including amounts paid to affiliates of Borrowers only
                         if  preapproved  by the Lender), (b) reasonable capital
                         expenditures  actually made with respect to the Project
                         (other than those funded out of Phase I Loan proceeds),
                         and  (c)  reasonable  reserves  for  repairs  and
                         replacements  to  the  Project,  but only if and to the
                         extent  such  reserves are funded in cash and deposited
                         with  the  Lender and pledged to the Lender as security
                         for payment of the Loan.

<PAGE>

                         Funds  will  be  disbursed  directly  into  a  demand
                         deposit  account  maintained by Borrowers at the Lender
                         specifically  for  the  Project; provided, however, the
                         Lender reserves the right to pay individual contractors
                         directly  or  by check jointly payable to Borrowers and
                         any  such  contractor  should  circumstances warrant in
                         Lender's  sole  opinion.  At  Lender's  option,
                         disbursements  may  be  made  by  Lender into an escrow
                         account  and subsequently disbursed to Borrowers by the
                         Title Company.

                         In  Balance:  The  Loan  shall  remain  "in balance" at
                         -----------
                         all  times. The Loan shall be deemed to be "in balance"
                         only  at  such  times  as  Lender  determines,  in  its
                         reasonable  discretion,  that  the  then  undisbursed
                         portion  of  the  Loan  equals  or  exceeds  the amount
                         necessary to pay all work done and not theretofore paid
                         for  or to be done in connection with the completion of
                         the  construction of the Project in accordance with the
                         plans and specifications or otherwise to be incurred in
                         connection  with  completion  of  the  Project.  If the
                         Lender  determines  that  the Loan is not "in balance",
                         Borrowers  shall  within  ten  (10)  days after written
                         request  by Lender deposit the amount of the deficiency
                         with  Lender  which  shall then be disbursed before any
                         further  disbursements of Phase I Loan proceeds. Lender
                         shall  not be obligated to make any disbursement of the
                         Loan at any time that the Loan is not in balance.

                         Retainage:  At  the  time  of  each  disbursement  the
                         ---------
                         Lender  shall  withhold  ten  percent  (10%)  (the
                         "Retainage")  of  the  "hard  costs"  contained on each
                         requested  Phase  I  Loan disbursement (i.e., the total
                         amount  then due the General Contractor and the various
                         contractors,  subcontractors and material suppliers for
                         costs  of construction.) until such time as the Project
                         is  50%  complete.  Thereafter,  the Retainage shall be
                         zero  percent  (0%).  The Retainage shall be held until
                         completion  of  the  Project  and disbursed only at the
                         time  of  the final disbursement of the Loan; provided,
                         however,  upon  the  satisfactory completion of 100% of
                         the  work  with  respect to any individual trade or the
                         delivery  of all materials pursuant to a purchase order
                         in  accordance  with  the  plans  and specifications as
                         certified by the Lender's consultant, Lender may decide
                         on a case by case basis (but shall not be obligated) to
                         permit  retainages  with respect to such trade order to
                         be disbursed to Borrowers.


ADDITIONAL LOAN
CONDITIONS:              1.   The  plans  and  specifications,  schedule,
                              Budget, and other written materials related to the
                              construction  of  the  Project shall be subject to
                              Lender's  review  and approval, including, but not
                              limited  to,  a  soil  analysis  and  evidence  of
                              compliance  with  the  Americans with Disabilities
                              Act.

                         2.   Construction  of  the  Improvements  shall  be
                              commenced  within  thirty (30) days of Closing and
                              shall be completed within twenty-one (21) months.

<PAGE>

                         3.   Upon  completion  of  all  construction  and prior
                              to  disbursement of the final Retainage, Borrowers
                              shall  submit  evidence  of  completion  of  the
                              Project,  consisting  of  (i)  a  Certificate  of
                              Substantial  Completion  AIA  Form  G704  from the
                              supervising  architect  and  General  Contractor
                              certifying  that the Project has been completed in
                              accordance with the final plans and specifications
                              as  approved  by the Lender; (ii) a certificate of
                              use  and  occupancy  and  any  other  certificates
                              required  by  the State of Florida or by any other
                              applicable  governmental  department,  agency  or
                              unit;  (iii) a complete "As-Built" ALTA/ACSM final
                              survey  of  the Project complying with Exhibit "B"
                                                                     -----------
                              attached  hereto;  (iv)  a rent roll and copies of
                              all  leases  for  the  Project;  and  (v)  tenant
                              estoppel  certificates  in  form  and  substance
                              acceptable to Lender.

                         4.   All  contracts  for  sale  of  condominium  or
                              townhome  units  shall  be  submitted  to  and
                              acceptable  to  Lender  in  all respects, and must
                              include  a  delivery  date that can be achieved as
                              evidenced  by the final construction schedule. PCL
                              to  present  a  final  construction  schedule  to
                              Lender.  This  final  schedule will be reviewed by
                              Lender  and its third party construction inspector
                              and  must  be  acceptable  in  all  respects.
                              Additionally,  a matrix must be approved by Lender
                              that  demonstrates  on  a  unit-by-unit basis that
                              each  unit under contract will be delivered within
                              twenty-four (24) months from the date of contract,
                              and  not  less  than three (3) months prior to the
                              required  delivery  date  contained  in  each
                              respective  purchase  and  sale  agreement.  No
                              extension  of  such  contracts may be made without
                              Lender's approval.

                         5.   Borrowers  shall  provide  Lender  with  monthly
                              Project sales updates.

                         6.   Borrowers  and  the  Guarantor(s)  shall  submit
                              to  Lender:  (i) not later than one hundred eighty
                              (180)  days  after  the end of each calendar year,
                              annual  Federal Income Tax Returns; (ii) not later
                              than 90 days after the end of each fiscal year, an
                              annual,  audited  financial statement (or personal
                              financial  statement,  as applicable to Malcolm J.
                              Wright),  and  (iii)  not later than 45 days after
                              the  end  of  each  calendar  quarter  a  company
                              prepared  interim  financial  statement  (as
                              applicable  to  all  Borrowers and Guarantors with
                              the  exception  of  Malcolm  J.  Wright).  Each
                              financial  statement  shall  be  prepared  by  a
                              certified  public  accountant acceptable to Lender
                              in  accordance  with generally accepted accounting
                              principles.  Each  financial  statement  shall  be
                              certified  as  true,  complete  and correct by its
                              preparer  and by Borrowers or, in the case of each
                              of  the  Guarantors'  financial statements, by the
                              Guarantor  to  whom it relates. In addition, prior
                              to  the  Date  of  Closing and then not later than
                              sixty (60) days before the end of each fiscal year
                              of  Borrowers,  Borrowers  shall deliver to Lender
                              the  Project's updated annual operating budget for
                              the  following  fiscal  year.  Within fifteen (15)
                              days  following  the  end of each month, Borrowers
                              shall  deliver  to  Lender:  (i) monthly unaudited
                              operating  cash  flow  statements for the Project,
                              certified  as  true,  complete  and  correct  by
                              Borrowers  showing actual sources and uses of cash
                              during  the  preceding  month,  and (ii) a current
                              rent  roll  and  a summary of all leasing activity
                              then  taking  place  with  respect to the Project,
                              particularly  describing the status of all pending
                              lease  negotiations,  if  any.  Borrowers  and the
                              Guarantors shall provide such additional financial
                              information  Lender reasonably requires. Borrowers

<PAGE>

                              shall  during regular business hours permit Lender
                              or  any  of  its agents or representatives to have
                              access to and examine all of its books and records
                              regarding  the  development  and  operation of the
                              Project.

                         7.   Borrowers  shall  erect  a  sign  on  the  Land
                              indicating  that  the  Lender  is  the  source  of
                              financing  for  the  Project  and  to use the Loan
                              Amount,  Borrowers'  name  and Project location in
                              any  advertisement.  Borrowers shall pay the costs
                              and expenses associated with such sign.

                         8.   Until  the  Loan  is  paid  in  full,  neither the
                              Borrowers  nor any Guarantor(s) shall, without the
                              prior  written  consent  of  the  Lender,  create,
                              effect,  consent  to, attempt, contract for, agree
                              to  make,  suffer  or permit any conveyance (other
                              than  leases  for  portions  of the Project in the
                              ordinary  course  of  business), sale, assignment,
                              transfer,  lien,  pledge,  mortgage,  security
                              interest,  encumbrance  or  alienation  of,  the
                              Project,  or  any  interest  in  or portion of the
                              Project,  or  any interest in the Borrowers, which
                              is  effected  directly,  indirectly,  voluntarily,
                              involuntarily,  or  by  operation  of  law  or
                              otherwise.

                         9.   Provided  no  Event  of  Default  exists under any
                              of  the  Loan Documents at any time while the Loan
                              remains  unpaid,  the Lender will permit Borrowers
                              to  pay  the  Property insurance premiums and real
                              estate  taxes  related  to  the Project outside of
                              escrow  during  the  term  of  the Loan. Borrowers
                              shall  furnish  to  the  Lender  evidence that the
                              insurance premiums and real estate taxes are paid,
                              at  least five (5) days prior to the last date for
                              payment  of  such amounts before imposition of any
                              penalty  or  interest  or  termination  of  the
                              insurance policy, as applicable.

                         10.  $8,038,370.00  of  the  CDD  proceeds  must  be
                              utilized  to  purchase  the  Land from the current
                              owner,  an  entity  related  to  the Borrowers and
                              then,  concurrently,  the  Borrowers  shall  cause
                              $6,038,370.00  of such funds to be utilized in the
                              Project  with  the  remaining  $2,000,000.00 to be
                              placed  in  a  collateral account to be pledged as
                              additional  security  for the Loan. Borrowers must
                              demonstrate  to Lender's satisfaction that all CDD
                              funds  will  be  utilized  for  qualified  project
                              costs,  and  in  accordance  with  the sources and
                              uses. Borrower shall assign to Lender any proceeds
                              to  be  received from the funding of approximately
                              $25,000,000.00  of  Special  Assessment  Capital
                              Improvement Bonds (the "Bonds") for Phase I issued
                              by  the  Westridge  Community Development District
                              (the "CDD").

                         11.  Borrower  shall  provide  satisfactory
                              agreements  related  to  the CDD Bond issuance and
                              proceeds  required  among  the  CDD, the Borrower,
                              Lender, the Bond Trustee, and any other associated
                              parties.

                         12.  Lender  may  hold,  in  escrow,  letters  of
                              resignation  of  the  current board members of the
                              CDD, which letters can be release from escrow upon
                              the occurrence of an event of default hereunder.

                         13.  Borrower  shall  assign  to  Lender  all
                              contracts, agreements, proceeds related to the CDD
                              and any associated bond offerings.

<PAGE>

                         14.  PCL  shall  form  a  to-be-determined  limited
                              liability  company  ("LLC-6") and shall fund LLC-6
                              with cash or comparable liquid assets in an amount
                              equal  to  or  greater  than  $4,000,000.00.
                              $4,000,000.00 must be deposited with the Lender in
                              a demand deposit account in LLC-6's name but under
                              the  Lender's  sole dominion and control, and said
                              account  shall  be  pledged as additional security
                              for  the  Loan.  The account, as well as the LLC-6
                              Guaranty,  will be released upon full repayment of
                              the Loan.

                         15.  Fidelity  &  Deposit  Company  of  Maryland  shall
                              issue a $4,000,000.00 Financial Guarantee Bond for
                              the Project, which bond form will be acceptable to
                              Lender  in all respects, and which is to remain in
                              place until the Loan is paid in full.

                         16.  Borrowers  and/or  Guarantors  shall  deposit
                              $2,000,000.00  cash  in  a  demand deposit account
                              under  the Lender's sole dominion and control, and
                              said  account  shall  be  pledged  as  additional
                              security  for  the  Loan.  The  account  will  be
                              released upon full repayment of the Loan.

                         17.  Borrowers  shall  not  obtain  subordinate
                              financing unless approved by Lender.

                         18.  Lender  must  review  and  approve  of  all
                              condominium  documents,  homeowners'  association
                              documents,  management  agreements  and  CDD
                              documents,  and  the condominium documents must be
                              approved  by  all  applicable  state  agencies and
                              filed with the State of Florida.

                         19.  The  partnership  agreement  between  American
                              Leisure  Holdings,  Inc.,  and  Raster Investments
                              must be acceptable to Lender in all respects.

                         20.  Assignment  of  the  operating  agreement  between
                              American  Leisure  Hospitality  Group  and Sonesta
                              Orlando, Inc.

                         21.  Satisfactory  OFAC  and  Patriot  Act  searches.
                              Borrowers  and  Guarantors  shall  cooperate  with
                              Lender  and  provide  all information necessary to
                              complete  searches. Borrowers and Guarantors shall
                              complete  the information attached as EXHIBIT "G".
                                                                     -----------

                         22.  Borrowers  shall  open  and  maintain  a
                              depository  account  with  Lender  for  deposits
                              associated  with the Project. Escrow Agent for any
                              and  all deposits associated with the Project must
                              be acceptable to Lender.

                         23.  General  Contractor  will  be  required  to
                              demonstrate  full  payment and performance bonding
                              or  Subguard  insurance  from  Zurich  in  a  form
                              approved by Lender.

                         24.  Execution  of  this  Commitment  Letter  by
                              Malcolm J. Wright shall serve as authorization for
                              Lender  to  conduct  personal  background  and
                              financial investigations, at Borrowers' expense.

<PAGE>

ITEMS TO BE
DELIVERED
PRE-CLOSING:             Borrowers  shall  furnish  the  following
                         documentation  to the Lender at least ten (10) business
                         days  prior  to  Closing,  all  in  form, substance and
                         execution satisfactory to the Lender:


                         1.   A  complete  set  of  final  plans  and
                              specifications for development of the Project.

                         2.   A  cost  breakdown  and  itemization  of  all hard
                              and soft costs for the Project and the sources for
                              payment of such costs (herein called the "Budget).
                              This  itemization shall include (i) a summary page
                              indicating  costs of land, site work, construction
                              and  soft  costs  on  an  AIA  G703  form and (ii)
                              detailed  schedules  supporting  the site work and
                              construction  costs  shown  on  the  AIA G703 form
                              according  to  Construction  Standards  Institute
                              Division.  General Contractor shall provide Lender
                              with proof of required insurance.

                         3.   Evidence  that  the  insurance  required  under
                              this Commitment has been obtained.

                         4.   ALTA/ACSM  Survey  complying  with  the
                              requirements  set  forth  on  Exhibit "B" attached
                                                            ----------
                              hereto.

                         5.   All  of  the  Engineer's  or  Architects'
                              Contracts  and  the  General Contractor's contract
                              and  all  other  primary  contracts  related  to
                              construction of the Project.

                         6.   A  list  of  all  known  and  contemplated
                              contractors used for development of the Project.

                         7.   Soil  analysis  (including  drainage)  by  a
                              qualified  engineer  evidencing  that  the  soil
                              condition  is  suitable  for  construction  of the
                              Improvements.

                         8.   Evidence  of  compliance  with  all  applicable
                              zoning requirements.

                         9.   Evidence  of  availability  of  storm  and
                              sanitary sewers and all utilities to the Project.

                         10.  A  Notice  of  Commencement  complying  with
                              applicable law.

                         11.  Architect's  Certificate  of  Compliance  with
                              local  governmental zoning and building ordinances
                              and architect's professional liability insurance.

                         12.  As  applicable,  certified  copy  of  Borrowers'
                              Articles  of  Incorporation,  Articles  of
                              Organization,  Bylaws,  Operating  Agreement,
                              Certificates  of  Good Standing from the Secretary
                              of  the  State  of  Florida  and  resolutions
                              authorizing the action required of the Borrowers.

                         13.  As  applicable,  certified  copy  of  Guarantor's
                              Articles  of  Incorporation,  Articles  of
                              Organization,  Bylaws,  Operating  Agreement,
                              Certificate of Good Standing from the Secretary of
                              the  State  of Florida and resolutions authorizing
                              the action required of the Guarantor.

                         14.  The  Borrowers'  and  any  Guarantor's  Federal
                              Tax I.D. Number or Social Security Number.

<PAGE>

                         15.  A  Commitment  for  the  issuance  of  the  ALTA
                              Policy  and copies of all items listed in Schedule
                              B thereof.

                         16.  Construction  Schedule  setting  forth  the
                              approximate  start  and  finish dates of all major
                              stages of the Project; such schedule shall provide
                              that  the  construction  of the Improvements shall
                              commence  on  or before ninety (90) days after the
                              Date of Closing.

                         17.  Evidence  of  all  building  permits  and
                              governmental approvals necessary for the Project.

                         18.  Current  financial  statements  of  the  Borrowers
                              and  any  Guarantors  which  indicate  no material
                              adverse  change from those previously delivered to
                              the Lender.

                         19.  A  copy  of  the  Lease(s)  described  on  Exhibit
                                                                         -------
                              "C" attached hereto, fully executed, and certified
                              ---
                              by  the  Borrowers  as  being  a true, correct and
                              complete  copy  and,  if applicable, a copy of the
                              standard lease form to be used with respect to the
                              Project.

                         20.  Performance  and  guaranty  bonds  satisfactory
                              to Lender in form and substance.

                         21.  A  report  from  Lender's  Consultant  (a)
                              demonstrating  the adequacy of Borrowers' proposed
                              Budget  to  complete  the  Project  and  (b)
                              confirmation  that  the  Construction  Schedule is
                              realistic  and  acceptable  in  all  respects.
                              Additionally,  a matrix must be approved by Lender
                              and  Lender's  Consultant  that  demonstrates on a
                              unit-by-unit  basis  that each unit under contract
                              can  be delivered not less than three months prior
                              to  the  required  delivery date contained in each
                              respective purchase and sale agreement.

                         22.  Federal  and  state  tax  lien,  judgment, UCC and
                              pending  litigation  searches for each Co-Borrower
                              and  each  Guarantor  for each state and county in
                              which  such entity was formed as well as the State
                              and  county  in  which the Project is located - in
                              each case, not more than dated not more than sixty
                              (60) days prior to the Loan closing.

                         23.  A  duly  executed  Architect's  Certificate  in
                              the form of Exhibit "E" attached hereto.
                                          -----------

                         24.  Any  and  all  other  documents  reasonably
                              requested by Lender.


FLOOD PLAIN
DETERMINATION:           The  Lender  shall  obtain,  at  Borrowers'  cost,  a
                         Flood Zone Certificate certifying that the Premises are
                         not  located  in  a  special  flood  hazard  area  as
                         identified by FEMA.


FINANCIAL
CONDITION:               As  of  the  Date  of  Closing of the Loan, there shall
                         have  been  no material adverse change in the financial
                         condition or credit of any Co-Borrower or any Guarantor
                         or  tenant of the Project nor in the value or condition
                         of the Project.

<PAGE>

COMMITMENT
EXPIRATION:              This  Commitment  is  open  for  acceptance  by  the
                         Borrowers  until  5:00  P.M. Orlando, Florida Time five
                         (5) days from the date of this Commitment. If it is not
                         accepted and returned to the Lender with the Commitment
                         Fee  by  said  date,  the  Commitment shall immediately
                         become null and void without further notice.


PHASE I LOAN CLOSING
DATE:                    The  Loan  shall  be  closed  no later than ninety (90)
                         days  from  the  execution  of this Commitment, or this
                         Commitment  shall  immediately  become  null  and  void
                         without  further  notice.  As  used  herein,  "Date  of
                         Closing" and "Closing" shall mean that day on which the
                         Mortgage  is  filed  for  record  with  the appropriate
                         county recorders or clerks, and all other conditions of
                         this Commitment are satisfied.


LENDER'S COUNSEL:        The  Lender  will  be  represented  by  the law firm of
                         Foley  & Lardner LLP. The principal contact attorney at
                         the  firm  will  be  Terence  J.  Delahunty,  Jr., Esq.
                         (Telephone 407.244.3252; Fax 407.648.1743).


     The  Lender's  obligation  under  this  Commitment  shall  be  subject  to
satisfaction  of  all  of the conditions contained herein.  The issuance of this
Commitment  shall  not  prejudice  the  Lender's  rights of review and approval,
including  without  limitation,  of  all  documents  and  materials  heretofore
delivered  to  the  Lender  by  or  on  behalf  of  the  Borrowers.

     This  Commitment shall not be binding upon the Lender unless it is accepted
in  writing  by  the  Borrowers as provided herein, and delivered along with the
non-refundable  Commitment  Fee to Lender before the Commitment Expiration.  The
terms  of  this Commitment, both prior to and after acceptance by Borrowers, may
be  waived  or  modified  only  by a written instrument signed by the Lender and
shall  survive  the  execution  of  the  Loan  Documents,  to  the  extent  not
inconsistent  therewith.  This  Commitment  shall be governed by the laws of the
State  of Florida, without regard to principles of conflict of laws.  TIME IS OF
THE  ESSENCE  IN  THIS  COMMITMENT  LETTER.


                                 KEYBANK NATIONAL ASSOCIATION


                                 By: /s/ Robert F. Carmichael
                                     -------------------------------------------
                                     ROBERT F. CARMICHAEL, Senior Vice President

<PAGE>

                            ACCEPTANCE OF COMMITMENT
                            ------------------------

     The  undersigned  hereby  acknowledges  receipt of the foregoing Commitment
Letter  this 16th day of August, 2005, and does hereby accept all of the terms,
conditions  and  time  limitations  set  forth  in  the Commitment Letter by the
execution  of  same  and by the payment herewith to the Lender of the Commitment
Fee  referred  to  herein,  which  fee  the  undersigned  acknowledges  to  be
non-refundable.

                                 BORROWERS:

                                 TIERRA DEL SOL RESORT, L.P., a Florida
                                 limited partnership

                                 By:  TDSRLP, LLC, a Florida limited liability
                                      Company, general partner


                                      By: /s/ Malcolm J. Wright
                                         -------------------------------
                                      Its: Managing Member of General Partner


                                 TDS TOWNHOMES, LLC, a Florida limited
                                 liability company

                                 By: /s/ Steven Parker
                                    --------------------------------
                                 Its: President of American Leisure Real
                                      Estate Inc., a Managing Member


                                 COSTA BLANCA REAL ESTATE, INC., a
                                 Florida corporation


                                 By: /s/ Malcolm J. Wright
                                    --------------------------------
                                 Its: President


                                 TDS CLUBHOUSE, INC., a Florida corporation


                                 By: /s/ Steven Parker
                                    --------------------------------
                                 Its: President


                                 TDS AMENITIES, INC., a Florida corporation


                                 By: /s/ Malcolm J. Wright
                                    --------------------------------
                                 Its: President

<PAGE>

                                 COSTA BLANCA II REAL ESTATE, LLC, a
                                 Florida limited liability company


                                 By: /s/ Steven Parker
                                    --------------------------------
                                 Its: President of American Leisure Real Estate
                                      Inc., a Managing Member


                                 COSTA BLANCA III REAL ESTATE, LLC, a
                                 Florida limited liability company


                                 By: /s/ Steven Parker
                                    --------------------------------
                                 Its: President of American Leisure Real Estate
                                      Inc., a Managing Member


                                 GUARANTORS:

                                 /s/ Malcolm J. Wright
                                 --------------------------------
                                 MALCOLM J. WRIGHT


                                 AMERICAN LEISURE HOLDINGS, INC., a
                                 Florida corporation


                                 By: /s/ Malcolm J. Wright
                                     --------------------------------
                                 Its: President

<PAGE>