EXHIBIT 10.2


                                                       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  loan  (the  "Loan"):

BORROWER:                TDS  Resort  Phase  2,  L.P.,  a  limited  partnership
                         organized  under  the laws of the State of Florida (the
                         "Borrower").  The  Borrower  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.


GUARANTOR(S):            Malcolm  J.  Wright  ("Wright")  and  American  Leisure
                         Holdings,  Inc., a corporation organized under the laws
                         of the State of Florida ("ALH"); jointly and severally.


DESCRIPTION OF PROJECT:  The  Loan  (sometimes  referred  to  herein  as  the
                         "Phase  II  Loan")  is  being committed to concurrently
                         with  a  second  loan  in the amount of $96,600,000.00.
                         Both  loans  relate  to  construction  of  phases  of a
                         development  known as "Tierra del Sol" (the "Project").
                         The Loan which is the subject of this Commitment is for
                         Phase  II  of  the  Project, and the second loan is for
                         Phase I.

                         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
                         $21,139,322.00,  which  will be used for the payment of
                         Project  costs  and  to  purchase common land. Borrower
                         shall  comply  with  all  requirements  of KeyBanc with
                         respect  to  the  CDD  issuance.  This  Loan  will  be
                         cross-defaulted  with  the  Phase  I Loan and any other
                         credits  and/or  obligations  of  the  Borrower  and/or
                         Guarantors.

<PAGE>

USE  OF
PROCEEDS:                The  Phase  II  Loan  proceeds  are  to  be used solely
                         for  the purpose of being invested as equity in Phase I
                         property and to pay off existing land loans encumbering
                         Phase II of the Tierra del Sol project.


PHASE II LOAN AMOUNT:    The  principal  amount  of  the  Phase  II  Loan  shall
                         not  exceed  FOURTEEN  MILLION  EIGHT  HUNDRED  FIFTY
                         THOUSAND AND NO/100 DOLLARS ($14,850,000.00) 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 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 eighteenth (18th)
                         calendar  month  anniversary  of  the  Date  of Closing
                         ("Maturity").


EQUITY
REQUIREMENT:             Borrower  shall  provide  evidence  reasonably
                         satisfactory  to  the  Lender  that  Borrower's  land
                         appreciation equity invested in the Project indicates a
                         loan-to-value  ratio  of  not  more  than fifty percent
                         (50%).


INTEREST  RATE:          The  proceeds  of  the  Loan  shall  bear  interest  at
                         the  30-Day  LIBOR  Adjusted  Daily Rate plus the LIBOR
                         Rate  Margin. The LIBOR Rate Margin shall be 3.10%. 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  Phase  II  Loan from time to time shall be due and
                         payable monthly beginning on the fifth (5th) day of the
                         first  calendar month following the Date of Closing (as
                         hereinafter  defined) and continuing on the fifth (5th)
                         day of each consecutive calendar month thereafter.


INTEREST
RATE  PROTECTION:        Borrower  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 Phase II Loan. The Interest Rate
                         Protection  Product,  the  portion of the Phase II Loan
                         (if  less  than  the Phase II 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  Borrower  purchases  the  Interest  Rate Protection
                         Product  from the Lender, Borrower shall enter into the
                         Lender's customary form agreement for such purposes and
                         any  indebtedness  or  other  obligations  of  Borrower
                         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  Borrower to
                         the Lender as follows:

                         1.  COMMITMENT  FEE:  At  Closing,  a Commitment Fee of
                             ---------------
                         ONE  HUNDRED  FORTY  EIGHT  THOUSAND  FIVE  HUNDRED AND
                         NO/100  DOLLARS  ($148,500.00) (1% of the Phase II Loan
                         amount)  shall  be  due and payable. $25,000.00 of this
                         amount  shall be paid at the signing of this Commitment
                         Letter and shall be non-refundable.

                         2.  EXIT  FEE:  When  Loan  is  due and payable in full
                             ---------
                         or  is  prepaid  in full (whether at Maturity or at any
                         other  rate),  Borrower  will pay to Lender an exit fee
                         equal to four percent (4%) of the Maximum Phase II Loan
                         Amount  unless:  (a)  the  Loan  is  repaid  with  a
                         construction  loan  from  Lender  or  an  affiliate  of
                         Lender;  or (b) Lender declines to grant a construction
                         loan to Borrower.

                         Borrower  acknowledges  that  each  such  fees shall be
                         for  the  applicable  services  rendered,  supported by
                         good,  valuable  and  adequate  consideration.  The
                         Commitment  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:                The  Borrower  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 Phase II Loan.


LATE  FEE:               For  any  payment  of  principal  or  interest  made
                         later  than  five  (5)  days  following  the  due date,
                         Borrower  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 PHASE II LOAN:       The  Phase  II  Loan  shall  be  evidenced  by  a
                         promissory  note  (the  "Note")  for  the Phase II Loan
                         Amount and a 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 Borrower

                              to  satisfaction  of  the  Lender, and (b) a first
                              lien  and  security  interest  in all fixtures and
                              personal  property  owned by Borrower 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 Phase II Loan;

                         3.   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;

                         4.   An  Environmental  Indemnity  Agreement  executed
                              by  Borrower  and  the  Guarantors,  jointly  and
                              severally;

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

                         6.   A  collateral  assignment  of  security
                              agreements and contracts related to the Project;

                         7.   A  collateral  assignment  of  all  purchase
                              contracts and purchase deposits;

                         8.   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  Loan  Agreement  and  the  other  Loan
                              Documents,  and  to  comply  with the laws of this
                              State.

                         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 Phase II Loan is
                         unpaid.

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

                         a.   with  respect  to  the  Borrower,  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  Borrower,  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 Borrower and Guarantors and are
                              enforceable  in  accordance  with their terms; (c)
                              the  Borrower  is a validly organized and existing
                              [corporation  or  limited liability company] under
                              the  laws of the State of Florida and qualified to

<PAGE>

                              do  business  in the State of Florida, that it 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
                              Phase  II  Loan  has  been  duly authorized by the
                              Borrower;  (d)  the Guarantor, as applicable, is a
                              validly  organized  and  existing  [corporation or
                              limited  liability  company] under the laws of the
                              State  of  Florida and qualified to do business in
                              the  State  of  Florida  and is duly authorized to
                              execute  and deliver the Guaranty; (e) there is no
                              threatened or pending litigation that might affect
                              the Phase II Loan, the Guarantor(s), the Land, the
                              Project  or  the  Borrower; (f) such other matters
                              (including  an  opinion  with respect to zoning of
                              the  Land and the Project) concerning the Phase II
                              Loan,  the  Loan Documents, the Land, the Project,
                              the  Borrower,  or the Guarantor, as the Lender or
                              its counsel may require.

                         b.   A  non-consolidated  opinion  confirming  that
                              the structure of the Loans and the organization of
                              the  Borrower  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.


APPRAISAL:               Lender  has  received  a  written  appraisal by Integra
                         dated  March  15, 2005 reflecting an appraised value of
                         $29,700,000.00.  The  appraisal  shall  be  updated, at
                         Borrower's  cost,  as  and when reasonably requested by
                         Lender.


TITLE  INSURANCE
POLICY:                  Counsel  for  Lender  shall  obtain,  at  Borrower's
                         expense,  an  ALTA extended coverage lender's policy of
                         title  insurance  meeting  the  requirements set out in
                         Exhibit  "C"  attached  hereto  by  a  title  company
                         ------------
                         satisfactory to the Lender in the Phase II 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:               Borrower  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  II  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 "D" attached
                                                            ----------
                         hereto  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.

<PAGE>


ENVIRONMENTAL
ASSESSMENT:              Borrower  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
                         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 Borrower at
                         Borrower's  cost.  The  Lender  reserves  the right, at
                         Borrower's expense, to retain an independent consultant
                         to review any such evidence submitted by Borrower 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.


NON-ASSIGNABILITY
OF  COMMITMENT:          This  Commitment  is  made  exclusively  to  the
                         Borrower  and  is  not  assignable  nor  transferable
                         voluntarily  or  involuntarily  by the Borrower 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:             Borrower  acknowledges  that  the  Lender  reserves the
                         right  to  syndicate and/or participate its interest in
                         the  Phase  II Loan and Borrower agrees to, at Lender's
                         request,  execute  such additional promissory notes and
                         other instruments as may be appropriate to evidence its
                         obligation  under  the  Phase II Loan to such syndicate
                         banks  as  may commit, in the future, to fund a portion
                         of  the  Phase II Loan Amount according to the terms of
                         the Loan Agreement.


INDEMNIFICATION:         The  Borrower  and  any  Guarantor  agree  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.


ADDITIONAL  LOAN
CONDITIONS:              1.   Borrower  and  the  Guarantor(s)  shall  submit to
                              Lender,  at  Lender's  request: (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 Wright), and (iii) not later than 45
                              days  after  the  end  of  each calendar quarter a

<PAGE>

                              company  prepared  interim financial statement (as
                              applicable to all Borrower and Guarantors with the
                              exception  of  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 Borrower or, in the
                              case  of  each  of  the  Guarantors'  financial
                              statements,  by  the Guarantor to whom it relates.
                              Borrower  and  the  Guarantors  shall provide such
                              additional financial information Lender reasonably
                              requires.  Borrower  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.

                         2.   Borrower  shall  erect  a  sign  on  the  Land
                              indicating  that  the  Lender  is  the  source  of
                              financing  for the Project and to use the Phase II
                              Loan Amount, Borrower's names and Project location
                              in any advertisement. Borrower shall pay the costs
                              and expenses associated with such sign.

                         3.   Until  the  Phase  II  Loan  is  paid  in  full,
                              neither  the  Borrower 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 Borrower, which is
                              effected  directly,  indirectly,  voluntarily,
                              involuntarily,  or  by  operation  of  law  or
                              otherwise.

                         4.   Provided  no  Event  of  Default  exists under any
                              of  the Loan Documents at any time while the Phase
                              II  Loan  remains  unpaid,  the Lender will permit
                              Borrower  to  pay  the Property insurance premiums
                              and  real  estate  taxes  related  to  the Project
                              outside  of escrow during the term of the Phase II
                              Loan.  Borrower  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.

                         5.   Upon  repayment  of  the  Phase  I  Loan, Borrower
                              shall assign as additional collateral for the Loan
                              the  following  collateral  that  will  initially
                              secure the Phase I Loan:

                              a.   Fidelity  &  Deposit  Company  of  Maryland
                                   $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.

                              b.   $2,000,000.00  deposited  by  Borrower
                                   and/or Guarantors in a demand deposit account
                                   under the Lender's sole dominion and control.
                                   This  account  will  be  released  upon  full
                                   repayment of the Loan.

<PAGE>

                         6.   Lender  shall  have  the  right  of  first refusal
                              with  regard  to  any  construction  financing for
                              Phase II of the Project.

                         7.   A  collateral  assignment  of  all  available cash
                              flow  from  Phase  I,  after  the  Phase I loan is
                              repaid  in  full, which cash flow shall be used to
                              pay down the principal balance of this Loan.


ITEMS  TO  BE
DELIVERED
PRE-CLOSING:             Borrower  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.   Evidence  that  the  insurance  required  under
                              this Commitment has been obtained.

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

                         3.   Evidence  of  compliance  with  all  applicable
                              zoning requirements.

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

                         5.   As  applicable,  certified  copy  of  Borrower'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 Borrower.

                         6.   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.

                         7.   Borrower's  and  each  Guarantor's  Federal  Tax
                              I.D. Number or Social Security Number.

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

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

                         10.  A  copy  of  the  Lease(s)  described  on  Exhibit
                                                                         -------
                              "B" attached hereto, fully executed, and certified
                              ---
                              by  the  Borrower  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.

<PAGE>

                         11.  Federal  and  state  tax  lien,  judgment, UCC and
                              pending  litigation  searches for the 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 Phase II Loan closing. 12.


FLOOD  PLAIN
DETERMINATION:           The  Lender  shall  obtain,  at  Borrower's  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  Phase II Loan,
                         there shall have been no material adverse change in the
                         financial  condition  or  credit  of  Borrower  or  any
                         Guarantor  or tenant of the Project nor in the value or
                         condition of the Project.



COMMITMENT
EXPIRATION:              This  Commitment  is  open  for  acceptance  by  the
                         Borrower  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 II LOAN CLOSING
DATE:                    The  Phase  II  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.

                         In  addition,  pursuant  to  a  Commitment  Letter  of
                         even  date  for  Phase  I of the Project, the "Phase II
                         Loan" must be closed simultaneously with the closing of
                         that  certain  construction  loan  in  the  amount  of
                         $96,600,000.00  (the  "Phase  I  Loan")  being  made by
                         Lender,  at  Lender's sole and absolute discretion, to:
                         (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 "Phase I
                         Borrowers"), pursuant to that certain Commitment Letter
                         of  even  date  herewith  executed  by  Lender, Phase I
                         Borrowers,  Repayment  Guarantors  (as defined therein)
                         and Completion Guarantors (as defined therein).

<PAGE>


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  Borrower.

     This  Commitment shall not be binding upon the Lender unless it is accepted
in  writing  by  the  Borrower  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 Borrower, 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.

                                    BORROWER:

                                    TDS  RESORT  PHASE  2,  L.P.,  a  Florida
                                    limited  partnership

                                    By:  TDSRLP,  LLC,  a  Florida  limited
                                    liability company, general parnter


                                         By:  /s/  Malcolm  J.  Wright
                                             ------------------------------
                                             Malcolm J. Wright, 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>