Exhibit 10.3



                              SETTLEMENT AGREEMENT
                              --------------------

     This  Settlement Agreement (this "Agreement"), effective as of December 31,
                                       ---------
2005,  is  made  by  and  among American Leisure Equities Corporation, a Florida
corporation  (the  "Purchaser");  American  Leisure  Holdings  Inc.,  a  Nevada
                    ---------
corporation  (the  "Parent");  and  Around  The  World  Travel,  Inc., a Florida
                    ------
corporation  (the  "Seller").
                    ------

                                    RECITALS

     A.  The  Purchaser,  the  Parent and the Seller have entered into a certain
Asset  Purchase  Agreement dated as of December 30, 2004 (the "Original Purchase
Agreement"),  pursuant  to  which  the  Seller  sold and the Purchaser purchased
certain  of  the  assets  of  the  Seller  (the  "Assets").


     B.  The  Purchaser,  the  Parent  and  the  Seller have also entered into a
certain  First  Amendment to Asset Purchase Agreement dated as of March 31, 2005
(the  "First Amendment"), pursuant to which the parties agreed to modify certain
       ---------------
of  the  provisions  of  the Original Purchase Agreement. (The Original Purchase
Agreement,  as amended by the First Amendment, is hereinafter referred to as the
"Purchase  Agreement").
 -------------------

     C. On or about November 14, 2005, the Purchaser and Parent asserted certain
claims  against  the Seller (the "Purchaser Claims") with respect to the alleged
                                  ----------------
breach  of  the Purchase Agreement and the Management Agreement dated January 1,
2005,  by  and  among the Purchaser and the Seller (the "Management Agreement").
                                                         --------------------

     D.  After negotiations among the parties, the parties have agreed to settle
the  Purchaser  Claims  on  the  terms  set  forth  in  this  Agreement.

     NOW  THEREFORE,  in  consideration of the mutual promises set forth in this
Agreement,  and  other good and valuable consideration, the receipt and adequacy
of  which  is  hereby  acknowledged,  the  parties  hereby  agree  as  follows:

     1.  Defined  Terms.  Capitalized  terms  used  in  this  Agreement,  unless
         --------------
otherwise  defined  in  this  Agreement,  have the meanings given to them in the
Purchase  Agreement.

     2.  Certain Acknowledgements. The parties hereby acknowledge the following:
         ------------------------

          (a)  Under the terms of the Purchase Agreement, the Purchase Price for
     the  Assets  was  to  be  $17,500,000,  which  amount was to be paid by the
     Purchaser  as  follows:

Form  of  Consideration                                 Amount
-----------------------                                 ------

Assumption  of  designated  liabilities               $4,242,051

Forgiveness  of  loans  and  indebtedness
owed  by  Seller  to  Parent                          $4,774,619

Issuance  of  note  by  Purchaser  to  Seller
(the  "Purchaser  Note")                              $8,483,330

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          (b)  The  Purchaser  has  previously repaid a portion of the principal
     amount of the Purchaser Note through: (i) the transfer of certain assets by
     the  Purchaser  to  the  Seller (consisting of certain accounts receivable,
     prepaid  expenses  and  deposits);  (ii) the retention of the proceeds from
     certain accounts receivable sold by Seller to Purchaser; and (iii) payments
     made by the Purchaser to the Seller. The parties acknowledge and agree that
     the  outstanding  balance of the Purchaser Note as of December 31, 2005 was
     $5,297,788.

          (c)  Based  upon  negotiations between the parties with respect to the
     Purchaser Claims, the parties have agreed to reduce the Purchase Price from
     $17,500,000  to $9,000,000 in consideration of the release of the Purchaser
     Claims  pursuant  to  Section  4  of  this  Agreement.

     3.  Reduction  of  Purchase  Price.  The  parties  hereby  agree:
         ------------------------------

          (a)  to  reduce the Purchase Price from $17,500,000 to $9,000,000 (the
     "Amended  Purchase  Price"),  effective  as  of  December  31,  2005;  and
      ------------------------

          (b)  to  implement  the  reduction  of  the  Purchase  Price  by:

               (i)  eliminating the remaining balance of the Purchaser Note; and

               (ii)  establishing  an  obligation  of  the  Seller  to  pay  the
          Purchaser the amount of $3,185,542, effective as of December 31, 2005.
          This  obligation  will  be  payable  on  demand.

     4.  Mutual  Release.
         ---------------

          (a)  Subject  to  the  provisions  of  Section 4(c), the Purchaser and
     Parent  (in  such  capacity, each a "Releasor") hereby releases and forever
                                          --------
     discharges  Seller  and  its  directors  and  officers  (collectively,  the
     "Released  Group")  from any and all actions, causes of action, and claims,
      ---------------
     which  such  Releasor  may  now  have or ever had against any member of the
     Released  Group  based  upon  the  Purchase  Agreement  or  the  Management
     Agreement, including but not limited to the Purchaser Claims. Each Releasor
     further  waives  any right to indemnity and contribution which the Releasor
     may  have  against  any  member  of  the  Released  Group for any liability
     incurred  by such Releasor to the plaintiffs in the litigation described on
     Schedule  1to  this Agreement, provided that such waiver will not cover any
     liability  incurred  by  the  Releasor  which is attributable to any act or
     omission of any member of the Released Group which constitutes bad faith or
     is  not  known  to  the  Releasor.

          (b)  The  Seller  (in such capacity, a "Releasor") hereby releases and
                                                  --------
     forever  discharges  the  Purchaser  and  the  Parent  and their respective
     directors  and  officers  (collectively, the "Released Group") from any and
                                                   --------------
     all  actions,  causes  of  action  and  claims, which such Releasor may now
     have  or  have ever had against any member of the Released Group based upon
     the  Purchase  Agreement or the Management Agreement. Each Releasor further
     waives  any right to indemnity and contribution which the Releasor may have
     against any member of the Released Group for any liability incurred by such
     Releasor  to  the  plaintiffs  in the litigation described on Schedule 1 to
                                                                   ----------
     this  Agreement,  provided  that  such  waiver will not cover any liability
     incurred  by  the  Releasor which is attributable to any act or omission of
     any  member  of  the  Released  Group which constitutes bad faith or is not
     known  to  the  Releasor.

<PAGE>

          (c)  Nothing  in this Agreement shall be construed to release or waive
     any  obligations  of the Seller pursuant to any of the agreements listed on
     Schedule  2  to  this Agreement, including the obligations of the Seller to
     -----------
     repay  the  loans  evidenced  by  the  agreements listed on Schedule 2 (the
                                                                 ----------
     "Seller  Loans"),  and  the  Seller hereby ratifies and confirms all of its
     obligations  with  respect  to  such  Seller  Loans.

     5. Allocation of Amended Purchase Price. The Amended Purchase Price will be
        ------------------------------------
allocated  among  the  Assets  as  follows:

Asset                                                        Amount
-----                                                     -----------
Current assets                                            $ 1,850,109
Property and equipment                                    $   287,975
Deposits                                                  $   276,481
Tradename                                                 $ 1,000,000
Goodwill                                                  $ 5,585,435
                                                          -----------
                           TOTAL                          $ 9,000,000

     6. Miscellaneous.
        -------------

          (a)  Consent to Jurisdiction. The parties hereby agree that the United
               -----------------------
     States  Federal  or  Florida  State  Court  located  in Miami-Dade County ,
     Florida shall have jurisdiction to hear any and all claims relating to this
     Agreement  and  that venue is proper Miami-Dade County, Florida and further
     irrevocably  submit  to  the  exclusive jurisdiction of any U.S. Federal or
     Florida  State court sitting in Miami-Dade County, Florida in any action or
     proceeding  arising  out of or relating to this Agreement, and hereby agree
     that  all claims in respect of such action or proceeding shall be heard and
     determined  in  any  such  U.S.  Federal  or  Florida  State  court.

          (b)  Entire Agreement. This Agreement constitutes the entire agreement
               ----------------
     and understanding between the parties with respect to the matters addressed
     in  this  Agreement.

          (c)  Legal  Fees.  If  any  party  should be required to seek judicial
               -----------
     relief  to  enforce  the  terms  of this Agreement, the prevailing party in
     those  proceedings  shall  be  entitled to recover its legal fees and court
     costs  from  the  non-prevailing  party,  including  any  appellate  fees.

          (d)  Separate  Counsel.  Each  of the parties acknowledges that it has
               -----------------
     consulted with its own counsel as to the meaning, effect and interpretation
     of  this  Agreement  and has not relied on any promises, representations or
     warranties whatsoever expressed or implied not contained in this Agreement.

<PAGE>

          (e)  Headings. The division of this Agreement into Articles, Sections,
               --------
     Subsections  and  other  subdivisions and the insertion of headings are for
     convenience  of  reference  only  and will not affect or be utilized in the
     construction  or  interpretation  of  this  Agreement.

          (f) Governing Law. This Agreement will be interpreted and construed in
              -------------
     accordance with the Laws of the State of Florida and the laws of the United
     States  of  America  applicable  therein.

          (g)  No  Third Party Beneficiaries. Except as provided in Section 4 of
               -----------------------------
     this  Agreement,  nothing in this Agreement or the Agreement is intended or
     shall be construed to give any person (including employees of the parties),
     other  than  the  parties  hereto,  any legal or equitable right, remedy or
     claim  under  or  in  respect  of this Agreement or any provision contained
     herein.

          (h)  Expenses.  Each  party  will bear and pay all costs, expenses and
               --------
     fees  (including, without limitation, legal counsel and accounting fees and
     disbursements)  incurred  by such party in connection with the preparation,
     execution  and  consummation  of  this  Agreement  and  the  transactions
     contemplated  hereunder.

          (i)  Counterparts.  This  Agreement  may  be  executed  in one or more
               ------------
     counterparts,  each  of  which when so executed will be deemed an original,
     and such counterparts together will constitute one and the same instrument.

          (j)  Ratification.  Except  as amended by the terms of this Agreement,
               ------------
     all  of  the terms of the Purchase Agreement are hereby ratified, confirmed
     and  approved.

          (k)  WAIVER  OF  TRIAL  BY  JURY.  THE  PARTIES  HEREBY  KNOWINGLY AND
               ---------------------------
     VOLUNTARILY  AND  INTENTIONALLY  WAIVE  THE RIGHT ANY OF THEM MAY HAVE TO A
     TRIAL  BY  JURY  WITH RESPECT TO ANY LITIGATION ARISING OUT OF, UNDER OR IN
     CONNECTION  WITH THIS AGREEMENT OR THE PURCHASE AGREEMENT, OR ANY COURSE OF
     CONDUCT,  COURSE  OF  DEALING  STATEMENTS  (WHETHER  VERBAL  OR WRITTEN) OR
     ACTIONS  ON THE PART OF ANY PARTY RELATED TO THIS AGREEMENT. THIS PROVISION
     IS  A  MATERIAL  INDUCEMENT  FOR  THE PARTIES ACCEPTANCE OF THIS AGREEMENT.

                            [Signature Pages Follow]

<PAGE>

     IN  WITNESS WHEREOF, the parties have executed this Settlement Agreement as
of  the  date  first  above  written.

                                   PURCHASER:
                                   ----------

                                   AMERICAN LEISURE EQUITIES
                                   CORPORATION

                                   By: /s/ Malcolm J. Wright
                                      -------------------------------
                                   Its: CEO
                                       ------------------------------
                                   Name: Malcolm J. Wright
                                        -----------------------------

                                   PARENT:
                                   -------

                                   AMERICAN  LEISURE  HOLDINGS,  INC.


                                   By: /s/ Frederick W. Pauzar
                                      -------------------------------
                                   Its: Chief Operating Officer
                                       ------------------------------
                                   Name: Frederick W. Pauzar
                                        -----------------------------

                                   SELLER:
                                   -------

                                   AROUND  THE  WORLD  TRAVEL,  INC.


                                   By: /s/ James Tolzien
                                      ------------------------------
                                        James Tolzien, President






<PAGE>

     The  foregoing agreement has been approved by the undersigned, as holder of
a  majority  of  the  outstanding  shares  of  the  common  stock of the Seller.


Around  The  World  Holdings  LLC



By: /s/ Keith St. Clair
   ----------------------------------
     Keith St. Clair, Managing Member

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