Exhibit 10.5


                                    RE-STATED
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                                 PROMISSORY NOTE
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$6,356,740.00                                                      June 30, 2005
                                ***************

     For  Value  Received,  AMERICAN  LEISURE  EQUITIES CORPORATION of 201 South
Biscayne  Boulevard,  Suite 1600AGS, Miami, Florida 33131 (referred to herein as
the  "MAKER")  hereby  promises  to pay to Around The World Travel, Inc. ("AWT")
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(the  "PAYEE"), 1701 Ponce De Leon Boulevard, Coral Gables, Florida 33134, or at
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such  other  place  or places as Payee may direct, in lawful money of the United
States, on or before JUNE 29, 2010 (the "MATURITY DATE") the principal amount of
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$6,356,740.00  (sometimes  hereinafter  referred to  as the ("PRINCIPAL AMOUNT")
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together  with  interest on the unpaid principal balance at an annual rate equal
to Six Percent (6%) per annum ("INTEREST").
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The  Maker  also  agrees  as  follows:

     1.  Principal  Amount.This  Note  represents a restatement of an obligation
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between  Maker  and  Payee  arising  out  of  the  purchase by Maker of personal
property  of  Payee pursuant to that Asset Purchase Agreement dated December 30,
2004.  This  Note  supercedes all previous notes and obligations of debt wherein
the  Maker herein was the obligor. The outstanding principal amount of this note
as of the date hereof is $6,356,740.00.

     2.  Payments  and  Interest.  Interest shall accrue on the unpaid Principal
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Amount  from  366 days from the date hereof until the Maturity Date. Payments of
the  Interest  due  under  this  Note  shall  be  made, quarterly in arrears, in
immediately  available  lawful  money of the United States of America commencing
366  days  from  date.  Upon  the Maturity Date all of the Principal Amount, all
Interest  and  all  other sums due and owing to Payee hereunder shall be paid in
full; each payment is to be applied first to accrued and unpaid Interest and the
balance  in  the  reduction  of  the Principal Amount. The Maker's obligation to
repay  the  Loan  and to pay Interest on the Loan shall be absolute, irrevocable
and  unconditional  under  any and all circumstances whatsoever and shall not be
terminated  for any reason whatsoever. This Note may be prepaid at the option of
the  Maker without prior written notice and without penalty. Any prepayment will
first be applied to accrued interest and then to the unpaid principal balance of
this Note.

     3. Acceleration Upon Default. Payee may declare the entire unpaid Principal
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Amount  of  this  Note,  together  with  all  accrued and unpaid Interest, to be
immediately  due  and  payable upon written demand, at Payee's sole election, if
any one or more of the following events of default (each, an "EVENT OF DEFAULT")
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shall occur:

          (a)  Payments  of Principal and Interest. Maker shall fail to make any
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     payment  of  the  Principal Amount or Interest on this Note within ten (10)
     days after such payments are due.

          (b)  Failure  to  Observe  or Perform Covenants. Maker defaults in any
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     material  respect  in  the  observance  or  performance of any non-monetary
     representation, warranty, covenant, or agreement in this Note or the Credit
     Agreement and such default continues for a period of thirty (30) days after
     written  notice  by  Payee  to Maker; provided, however, to the extent such
     non-monetary  default  is  not  capable  of  being cured within said 30-day
     period,  Maker  will  have  an  additional  thirty  (30)  days to cure such
     non-monetary default.

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          (c)  Cross Default. There shall occur a default or event of default on
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     the part of Maker in the event of the following:

               Bankruptcy: Maker. Should (i) Maker commence any case, proceeding
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          or other action (collectively, "PROCEEDING") (A) under any existing or
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          future  law  of  any  jurisdiction,  domestic  or foreign, relating to
          bankruptcy,  insolvency,  reorganization or similar relief of debtors,
          seeking  to  have  an  order for relief entered with respect to it, or
          seeking  to  adjudicate  it  a  bankrupt  or  insolvent,  or  seeking
          reorganization,  arrangement,  adjustment,  winding-up,  liquidation,
          dissolution, composition or other similar relief with respect to it or
          its  debts,  or  (B)  seeking  appointment  of  a  receiver,  trustee,
          custodian  or  other  similar  official  for  it  or  for  all  or any
          substantial  part  of  its  assets,  or any Maker shall make a general
          assignment  for  the  benefit  of  its  creditors;  or  (ii)  there be
          commenced  against any Maker any Proceeding of a nature referred to in
          clause  (i),  above, which results either in the entry of an order for
          relief  ("ORDER")  or  appointment,  and any such Order or appointment
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          remains undismissed in a manner reasonably satisfactory to Payee for a
          period  of  sixty  (60)  days  (the  foregoing  shall  include  the
          commencement  against  Maker  of  any Proceeding seeking issuance of a
          warrant of attachment, execution, distraint or similar process against
          all  or  any substantial part of its assets which results in the entry
          of  an Order for any such relief which remains undismissed in a manner
          reasonably  satisfactory  to  Payee for sixty (60) days); or (iii) any
          Maker  takes  any action substantially in furtherance of, or expressly
          indicating  its consent to, approval of or acquiescence in, any of the
          acts set forth in clause (i) or (ii) above.

          (d)  Condition  Precedent To Acceleration: Payee's right to accelerate
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     shall  be  conditioned  upon  the  Payee first applying, as a credit to the
     Maker,  any  and  all  debt owed by Payee to Maker or the parent company of
     Maker, American Leisure Holdings, Inc.

     4.  Default  Rate  of  Interest.  During  the  continuance  of any Event of
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Default, Interest shall be calculated at the rate of Six Percent (6%) per annum.

     5. No Usury; Costs and Expenses; Set-Off.
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          (a)  No  Usury.  Anything  contained  in  this  Note  to  the contrary
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     notwithstanding,  Payee  shall not charge, take or receive, and Maker shall
     not  be obligated to pay to Payee, any amounts constituting interest on the
     principal  amount of this Note, from time to time outstanding, in excess of
     the  maximum  rate  permitted  by  applicable laws, as such laws are now or
     hereinafter enacted, amended or construed by the courts having jurisdiction
     thereof,  or  which  subjects  or  may  subject  Payee to the imposition of
     penalties  or  forfeiture  ("MAXIMUM  RATE").  In  the  event that any such
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     payment  of  interest  would exceed the Maximum Rate ("EXCESS"), or if such
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     Excess  would  subject  Payee to the imposition of penalties or forfeiture,
     then  Payee shall deduct such Excess from any principal amounts of the Note
     that  remain outstanding if any, and if there still remains an Excess, then
     Payee  will  pay  the remaining Excess to Maker, with appropriate interest,
     and  the  effective  rate  of  interest on this Note shall automatically be
     reduced to the Maximum Rate.

<PAGE>

          (b)  Costs  and  Expenses.  Maker agrees to pay all costs and expenses
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     including,  without  limitation,  reasonable  attorneys'  fees, incurred or
     payable  by  Payee  in  enforcing  each  provision  of this Note including,
     without  limitation,  respecting  the  collection  of  any  and all amounts
     payable under this Note.

          (c)  Set-off:  Maker shall have the right to elect set-off against its
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     principal obligation any sums it, or its related company:

               i.   Pays  to  third  parties  or  governments  on the account of
                    the Payee;

               ii.  Loans  to  Payee,  including  loans  in  existence  prior to
                    the  date  hereof,  that are not paid according to the terms
                    thereof;

               iii. Pays  in  legal,  consulting,  discovery  and  litigation
                    fees  by  virtue of being included into litigation involving
                    the  contractual  commitments  or  alleged  tortious acts or
                    negligence  of Payee, whether said commitments or litigation
                    occurred  or commenced before or after the effective date of
                    this Note;

               iv.  Pays  in  voluntary  and  discretionary  settlement of or by
                    court order with respect to any such litigation as described
                    in subsection (iii), above.

               v.   Loses,  by  a  GAAP  calculation  or by a federal income tax
                    calculation,  by  virtue of the acquisition of the assets of
                    Payee.

     6. Miscellaneous:
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          (a)  Rights  and  Remedies.  Payee  shall have all rights and remedies
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     provided  for  by  any  law  of  any kind (including all forms of legal and
     equitable  relief)  with respect to any acceleration or any other breach or
     default  hereunder  and  Payee  shall in addition have any other rights and
     remedies provided for in this Note. All rights and remedies contemplated in
     the preceding sentence shall be independent and cumulative, and may, to the
     extent  permitted  by law, be exercised concurrently or separately, and the
     exercise  of  any one right or remedy shall not be deemed to be an election
     of  such  right or remedy or to preclude or waive the exercise of any other
     right or remedy.

          (b)  Amendments;  Pronouns;  No  Waiver;  Successors  and  Assigns. No
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     amendment,  modification, rescission, waiver, forbearance or release of any
     provision of this Note shall be valid or binding unless made in writing and
     executed by a duly authorized representative of Maker and Payee. No consent
     or waiver, express or implied, by Payee to or of any breach by Maker in the
     performance  by  it  of any of its obligations hereunder shall be deemed or
     construed  to be a consent to or waiver of the breach in the performance of
     the same or any other obligation of Maker hereunder. Failure on the part of
     Payee to complain of any act or failure to act by Maker or to declare Maker
     in  breach  irrespective  of  how  long  such  failure continues, shall not
     constitute  a  waiver by Payee of any of its rights hereunder. All consents
     and waivers shall be in writing. All of the terms, covenants and conditions
     contained  in  this  Note shall be binding upon and inure to the benefit of
     the  parties  hereto  and their respective successors and assigns, provided
     that  Maker's  obligations  hereunder  may be not be delegated to any other
     Person without the prior consent of Payee and any such attempted delegation
     without such consent shall be void.

<PAGE>

          (c)  Governing  Law; Notices. This Note, including the performance and
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     enforceability  hereof,  shall  be  governed by and construed in accordance
     with  the laws of the State of Florida, without regard to the principles of
     conflicts  of  law.  Any  notice,  demand  or  other  written  document  in
     connection  with  this  Note shall be in writing signed by the party giving
     such notice.

          (d)  Assignability:  This Note is not assignable. This Note is for the
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     express  benefit  of  the  Payee and for no other party. This Note shall be
     void  if  assigned,  sold, bartered, held, garnished, attached or otherwise
     alienated,  whether voluntarily or involuntarily, by the payee or any third
     party  creditor of Payee without the express written consent of Maker which
     it  may  withhold  in its absolute discretion. This provision is a material
     inducement  for  Maker entering into the transactions that gave rise to the
     making of this Note.

     7.  WAIVER OF JURY TRIAL. PAYEE AND MAKER HEREBY KNOWINGLY, VOLUNTARILY AND
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INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF  ANY  LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH
THIS  NOTE  AND  ANY  OTHER AGREEMENT, DOCUMENT OR INSTRUMENT CONTEMPLATED TO BE
EXECUTED  IN  CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS  (WHETHER  VERBAL  OR  WRITTEN)  OR ACTIONS OF ANY PARTY HERETO. THIS
PROVISION  IS  A  MATERIAL  INDUCEMENT  FOR PAYEE ENTERING INTO THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.

     IN  WITNESS  WHEREOF, the undersigned have executed and delivered this Note
as of the day and year first above written.


AMERICAN  LEISURE  EQUITIES  CORPORATION
a  Florida  corporation


/s/  Malcolm  J.  Wright
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By:  Malcolm  J.  Wright
Title:  President

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