Exhibit
    10.15
    AMERICAN
      LEISURE HOLDINGS, INC.

    


    WARRANT
      AGREEMENT

    


    
      	 	
              Date:
                July 9, 2007

            
	 	
              Effective
                Date: June 26, 2007

            


    

    


    To
      Whom
      It May Concern:

    


    AMERCIAN
      LEISURE HOLDINGS, INC. (“Company”), for value received, hereby agrees to issue
      common stock purchase warrants entitling Malcolm J. Wright (“Holder”) and his
      assigns to purchase an aggregate of 133,500 shares of the Company’s common stock
      (“Common Stock”). Such warrants will be evidenced by a warrant certificate in
      the form attached hereto as Schedule 1 (being hereinafter referred to as a
      “Warrant,” and such Warrant and all instruments hereafter issued in replacement,
      substitution, combination or subdivision thereof being hereinafter collectively
      referred to as the “Warrant”). The Warrant is issued in consideration for
      Holder’s personal guaranty of certain of the Company’s and the Company’s wholly
      owned subsidiaries’ debts in connection with a $4,450,000 loan made to the
      Company’s wholly owned subsidiary by Kennedy Funding, Inc. as agent for certain
      lenders (the “Personal Guarantee”), in connection with the Amended Debt
      Guarantor Agreement entered into between Mr. Wright and the Company on January
      9, 2006, the terms of which are incorporated herein. The number of shares of
      Common Stock purchasable upon exercise of the Warrant is subject to adjustment
      as provided in Section 5 below. The Warrant will be exercisable by the Warrant
      Holder (as defined below) as to all or any lesser number of shares of Common
      Stock covered thereby, at an initial purchase price of $1.02 per share (the
      “Purchase Price”), subject to adjustment as provided in Section 5 below, for the
      exercise period defined in Section 3(a) below. The term “Warrant Holder” refers
      to the person whose name appears on the signature page of this Warrant Agreement
      and any transferee or transferees of any of them permitted by Section 2(a)
      below. The “Effective Date” of this warrant shall be the original date that the
      Company agreed to such Warrant grant, which was 

    June
      26,
      2007, which grant is evidenced and memorialized by this Warrant Agreement,
      entered into on 

    July
      9,
      2007.

    


    
      	 	
              1.

            	
              Representations
                and Warranties.

            


    

    


    The
      Company represents and warrants to you as follows:

    


    
      	 	
              (a)

            	
              Corporate
                and Other Action.
                The Company has all requisite power and authority (corporate and
                other),
                and has taken all necessary corporate action, to authorize, execute,
                deliver and perform this Warrant Agreement, to execute, issue, sell
                and
                deliver the Warrant and a certificate or certificates evidencing
                the
                Warrant, to authorize and reserve for issue and, upon payment from
                time to
                time of the Purchase Price, to issue, sell and deliver, the shares
                of the
                Common Stock issuable upon exercise of the Warrant (“Shares”), and to
                perform all of its obligations under this Warrant Agreement and the
                Warrant. The Shares, when issued in accordance with this Warrant
                Agreement, will be duly authorized and validly issued and outstanding,
                fully paid and nonassessable and free of all liens, claims, encumbrances
                and preemptive rights. This Warrant Agreement and, when issued, each
                Warrant issued pursuant hereto, has been or will be duly executed
                and
                delivered by the Company and is or will be a legal, valid and binding
                agreement of the Company, enforceable in accordance with its terms.
                No
                authorization, approval, consent or other order of any governmental
                entity, regulatory authority or other third party is required for
                such
                authorization, execution, delivery, performance, issue or
                sale.

            


    

    


    
      	 	
              (b)

            	
              No
                Violation.
                The execution and delivery of this Warrant Agreement, the consummation
                of
                the transactions herein contemplated and the compliance with the
                terms and
                provisions of this Warrant Agreement and of the Warrant will not
                conflict
                with, or result in a breach of, or constitute a default or an event
                permitting acceleration under, any statute, the Articles of Incorporation,
                as amended, or Bylaws of the Company or any indenture, mortgage,
                deed of
                trust, note, bank loan, credit agreement, franchise, license, lease,
                permit, or any other agreement, understanding, instrument, judgment,
                decree, order, statute, rule or regulation to which the Company is
                a party
                or by which it is bound.

            


    

     

     

    
 

    
      
        
          Warrant
            Agreement

          American
            Leisure Holdings, Inc.

          Malcolm
            J. Wright in connection with the Guaranty

          of
            the June 2007 Kennedy Funding

        

      

      
        1

        
          

        

      

      
        
        

      

    


     

    


    
      	 	
              2.

            	
              Transfer.

            


    

    


    
      	 	
              (a)

            	
              Transferability
                of Warrant.
                You agree that the Warrant is being acquired as an investment and
                not with
                a view to distribution thereof and that the Warrant may not be
                transferred, sold, assigned or hypothecated except as provided herein.
                The
                Holder agrees that the Warrant may only be transferred, subject to
                the
                next paragraph, by will or by the laws of descent and distribution
                or for
                the benefit of one or more of the following members of the Holder’s
                immediate family: any child, stepchild, grandchild, parent, stepparent,
                grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law,
                daughter-in-law, brother-in-law or sister-in-law (including, without
                limitation, to a trust for the benefit of the Holder and/or one or
                more of
                the foregoing members of the Holder’s immediate family or a corporation,
                partnership or limited liability company established and controlled
                by the
                Holder and/or one or more of the foregoing members of the Holder’s
                immediate family). You further acknowledge that the Warrant may not
                be
                transferred, sold, assigned or hypothecated unless pursuant to a
                registration statement that has become effective under the Securities
                Act
                of 1933, as amended (the “Act”), setting forth the terms of such offering
                and other pertinent data with respect thereto, or unless you have
                provided
                the Company with an acceptable opinion from acceptable counsel that
                such
                registration is not required. Certificates representing the Warrant
                shall
                bear an appropriate legend. Notwithstanding the foregoing, any request
                to
                transfer the Warrant must be accompanied by the Form of Assignment
                and
                Transfer attached hereto as Schedule 2 executed by the Warrant
                Holder.

            


    

    


    
      	 	
              (b)

            	
              Registration
                and Transfer of Shares.
                You agree not to make any sale or other disposition of the Shares
                except
                pursuant to a registration statement which has become effective under
                the
                Act, setting forth the terms of such offering, the underwriting discount
                and commissions and any other pertinent data with respect thereto,
                unless
                you have provided the Company with an acceptable opinion of counsel
                acceptable to the Company that such registration is not required.
                

            


    

    


    
      	 	
              3.

            	
              Vesting
                and Exercise of Warrant, Partial Exercise.

            


    

    


    
      	 	
              (a)

            	
              Vesting
                and Exercise Period.
                This Warrant shall vest to the Holder as of the Effective Date of
                the
                Warrant and shall expire and all rights hereunder shall be extinguished
                five (5) years from the date which Malcolm J. Wright is released
                or
                otherwise is no longer obligated to provide the Personal Guarantee
                (as
                defined above).

            


    

    


    
      	 	
              (b)

            	
              Exercise
                in Full.
                Subject to Section 3(a), a Warrant may be exercised in full by the
                Warrant
                Holder by surrender of the Warrant, with the Form of Subscription
                attached
                hereto as Schedule 3 executed by such Warrant Holder, to the Company
                c/o
                The Loev Law Firm, PC, 6300 West Loop South, Suite 280, Bellaire,
                Texas
                77401, accompanied by payment as determined by 3(d) below, in the
                amount
                obtained by multiplying the number of Shares represented by the respective
                Warrant by the Purchase Price per share (after giving effect to any
                adjustments as provided in Section 5
                below).

            


    

    


    
      	 	
              (c)

            	
              Partial
                Exercise.
                Subject to Section 3(a), each Warrant may be exercised in part by
                the
                Warrant Holder by surrender of the Warrant, with the Form of Subscription
                attached hereto as Schedule 3 at the end thereof duly executed by
                such
                Warrant Holder, in the manner and at the place provided in Section
                3(b)
                above, accompanied by payment as determined by 3(d) below, in amount
                obtained by multiplying the number of Shares designated by the Warrant
                Holder in the Form of Subscription attached hereto as Schedule 3
                to the
                Warrant by the Purchase Price per share (after giving effect to any
                adjustments as provided in Section 5 below). Upon any such partial
                exercise, the Company at its expense will forthwith issue and deliver
                to
                or upon the order of the Warrant Holder a new Warrant of like tenor,
                in
                the name of the Warrant Holder subject to Section 2(a), calling in
                the
                aggregate for the purchase of the number of Shares equal to the number
                of
                such Shares called for on the face of the respective Warrant (after
                giving
                effect to any adjustment
                herein as provided in Section 5 below) minus the number of such Shares
                designated by the Warrant Holder in the aforementioned form of
                subscription.

            


    

     

     

    
 

    
      
        
          Warrant
            Agreement

          American
            Leisure Holdings, Inc.

          Malcolm
            J. Wright in connection with the Guaranty

          of
            the June 2007 Kennedy Funding

        

      

      
        2

        
          

        

      

      
        
        

      

    


    


    
      	 	
              (d)

            	
              Payment
                of Purchase Price.
                Payment of the Purchase Price may be made by any of the following
                or a
                combination thereof, at the election of the Warrant Holder:
                

            


    

     

    


    
      	 	(i) 	In cash, by wire transfer,
              by
              certified or cashier's check, or by money order,
              or


      	 	 	
            


      	 	
              (ii)

            	
              In
                the event that the Shares have not been registered under the Act,
                by
                delivery to the Company of an exercise notice that requests the Company
                to
                issue to the  Warrant Holder the full  number 
                of  shares as to which the Warrant is then exercisable,  less
                the  number  of shares  that have an  aggregate 
                Fair Market  Value at the time of exercise,  equal to the
                aggregate Purchase Price of the Shares to which such exercise
                relates.  (This method of exercise allows the Warrant Holder to
                use a portion of the Shares issuable at the time of exercise as
                payment for the Shares to which the Warrant relates and is often
                referred
                to as a "cashless exercise." For example, if the Warrant Holder elects
                to
                exercise 1,000 Shares at an exercise price of $1.02 (or an aggregate
                Purchase Price of $1,020.00) and the current Fair Market Value of the
                shares on the date of exercise is $1.50, the Warrant Holder can use
                680 of
                the 1,000 shares at $1.50 per share to pay for the exercise of
                such portion of the Warrant (680 x $1.50 = $1,020.00) and receive
                only the remaining 320 shares.)

            


    

    


    For
      purposes of this section, "Fair Market Value” shall be defined as the average
      closing price of the Common Stock (if actual sales price information on any
      trading day is not available, the closing bid price shall be used) for the
      five
      (5) trading days prior to the date of exercise of this Warrant (the “Average
      Closing Bid Price”), as reported by the National Association of Securities
      Dealers Automated Quotation System (“NASDAQ”), or if the Common Stock is not
      traded on NASDAQ, the Average Closing Bid Price in the over-the-counter market;
      provided, however, that if the Common Stock is listed on a stock exchange,
      the
      Fair Market Value shall be the Average Closing Bid Price on such exchange;
      and,
      provided further, that if the Common Stock is not quoted or listed by any
      organization, the fair value of the Common Stock, as determined by the Board
      of
      Directors of the Company, whose determination shall be conclusive, shall be
      used.  In no event shall the Fair Market Value of any share of Common Stock
      be less than its par value.

    


    


    


    


    


    


    


    


    


    


    [Remainder
      of page left intentionally blank.]


    
      
        
          Warrant
            Agreement

          American
            Leisure Holdings, Inc.

          Malcolm
            J. Wright in connection with the Guaranty

          of
            the June 2007 Kennedy Funding

        

      

      
        3

        
          

        

      

      
        
        

      

    

    
      


      
        	 	
                4.

              	
                Delivery
                  of Stock Certificates on
                  Exercise.

              


      

       

    

    Any
      exercise of the Warrant pursuant to Section 3 shall be deemed to have been
      effected immediately prior to the close of business on the date on which the
      Warrant together with the Form of Subscription and the payment for the aggregate
      Purchase Price shall have been received by the Company. At such time, the person
      or persons in whose name or names any certificate or certificates representing
      the Shares or Other Securities (as defined below) shall be issuable upon such
      exercise shall be deemed to have become the holder or holders of record of
      the
      Shares or Other Securities so purchased. As soon as practicable after the
      exercise of any Warrant in full or in part, and in any event within ten (10)
      business days thereafter, the Company at its expense (including the payment
      by
      it of any applicable issue taxes) will cause to be issued in the name of, and
      delivered to the purchasing Warrant Holder, a certificate or certificates
      representing the number of fully paid and nonassessable shares of Common Stock
      or Other Securities to which such Warrant Holder shall be entitled upon such
      exercise, plus in lieu of any fractional share to which such Warrant Holder
      would otherwise be entitled, cash in an amount determined pursuant to Section
      6(e). The term “Other Securities” refers to any stock (other than Common Stock),
      other securities or assets (including cash) of the Company or any other person
      (corporate or otherwise) which the Warrant Holder at any time shall be entitled
      to receive, or shall have received, upon the exercise of the Warrant, in lieu
      of
      or in addition to Common Stock, or which at any time shall be issuable or shall
      have been issued in exchange for or in replacement of Common Stock or Other
      Securities pursuant to Section 5 below or otherwise.

    


    
      	 	
              5.

            	
              Adjustment
                of Purchase Price and Number of Shares
                Purchasable.

            


    

    


    The
      Purchase Price and the number of Shares are subject to adjustment from time
      to
      time as set forth in this Section 5.

    


    
      	 	
              (a)

            	
              In
                case the Company shall at any time after the date of this Warrant
                Agreement (i) declare a dividend on the Common Stock in shares of
                its
                capital stock, (ii) subdivide the outstanding Common Stock, (iii)
                combine
                the outstanding Common Stock into a smaller number of Common Stock,
                or
                (iv) issue any shares of its capital stock by reclassification of
                the
                Common Stock (including any such reclassification in connection with
                a
                consolidation or merger in which the Company is the continuing
                corporation), then in each case the Purchase Price, and the number
                and
                kind of Shares receivable upon exercise, in effect at the time of
                the
                record date for such dividend or of the effective date of such
                subdivision, combination, or reclassification shall be proportionately
                adjusted so that the holder of any Warrant exercised after such time
                shall
                be entitled to receive the aggregate number and kind of Shares which,
                if
                such Warrant had been exercised immediately prior to such record
                date, he
                would have owned upon such exercise and been entitled to receive
                by virtue
                of such dividend, subdivision, combination, or reclassification.
                Such
                adjustment shall be made successively whenever any event listed above
                shall occur.

            


    

    


    
      	 	
              (b)

            	
              No
                adjustment in the Purchase Price shall be required if such adjustment
                is
                less than $.05; provided,
                however,
                that any adjustments which by reason of this subsection (b) are not
                required to be made shall be carried forward and taken into account
                in any
                subsequent adjustment. All calculations under this Section 5 shall
                be made
                to the nearest cent or to the nearest one-thousandth of a share,
                as the
                case may be.

            


    

    


    
      	 	
              (c)

            	
              Upon
                each adjustment of the Purchase Price as a result of the calculations
                made
                in subsection (a) of this Section 5, the Warrant outstanding prior
                to the
                making of the adjustment in the Purchase Price shall thereafter evidence
                the right to purchase, at the adjusted Purchase Price, that number
                of
                Shares (calculated to the nearest thousandth) obtained by (i) multiplying
                the number of Shares purchasable upon exercise of the Warrant immediately
                prior to adjustment of the number of Shares by the Purchase Price
                in
                effect prior to adjustment of the Purchase Price and (ii) dividing
                the
                product so obtained by the Purchase Price in effect immediately after
                such
                adjustment of the Purchase Price.

            


    

     

     

    
 

    
      
        
          Warrant
            Agreement

          American
            Leisure Holdings, Inc.

          Malcolm
            J. Wright in connection with the Guaranty

          of
            the June 2007 Kennedy Funding

        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    
      	 	
              6.

            	
              Further
                Covenants of the
                Company.

            


    

    


    
      	 	
              (a)

            	
              Dilution
                or Impairments.
                The Company will not, by amendment of its certificate of incorporation
                or
                through any reorganization, transfer of assets, consolidation, merger
                or
                dissolution, avoid or seek to avoid the observance or performance
                of any
                of the terms of the Warrant or of this Warrant Agreement, but will
                at all
                times in good faith assist in the carrying out of all such terms
                and in
                the taking of all such action as may be necessary or appropriate
                in order
                to protect the rights of the Warrant Holder against dilution or other
                impairment. Without limiting the generality of the foregoing, the
                Company:

            


    

    


    
      	 	
              (i)

            	
              shall
                at all times reserve and keep available, solely for issuance and
                delivery
                upon the exercise of the Warrant, all shares of Common Stock (or
                Other
                Securities) from time to time issuable upon the exercise of the Warrant
                and shall take all necessary actions to ensure that the par value
                per
                share, if any, of the Common Stock (or Other Securities) is at all
                times
                equal to or less than the then effective Purchase Price per share;
                and

            


    

    


    
      	 	
              (ii)

            	
              will
                take all such action as may be necessary or appropriate in order
                that the
                Company may validly and legally issue fully paid and nonassessable
                shares
                of Common Stock or Other Securities upon the exercise of the Warrant
                from
                time to time outstanding.

            


    

    


    
      	 	
              (b)

            	
              Title
                to Stock.
                All Shares delivered upon the exercise of the Warrant shall be validly
                issued, fully paid and nonassessable; each Warrant Holder shall,
                upon such
                delivery, receive good and marketable title to the Shares, free and
                clear
                of all voting and other trust arrangements, liens, encumbrances,
                equities
                and claims whatsoever; and the Company shall have paid all taxes,
                if any,
                in respect of the issuance thereof.

            


    

    


    
      	 	
              (c)

            	
              Exchange
                of Warrant.
                Subject to Section 2(a) hereof, upon surrender for exchange of any
                Warrant
                to the Company, the Company at its expense will promptly issue and
                deliver
                to or upon the order of the holder thereof a new Warrant or like
                tenor, in
                the name of such holder or as such holder (upon payment by such Warrant
                holder of any applicable transfer taxes) may direct, calling in the
                aggregate for the purchase of the number of Shares called for on
                the face
                of the Warrant surrendered. The Warrant and all rights thereunder
                are
                transferable in whole or in part upon the books of the Company by
                the
                registered holder thereof, subject to the provisions of Section 2(a),
                in
                person or by duly authorized attorney, upon surrender of the Warrant,
                duly
                endorsed, at the principal office of the
                Company.

            


    

    


    
      	 	
              (d)

            	
              Replacement
                of Warrant.
                Upon receipt of evidence reasonably satisfactory to the Company of
                the
                loss, theft, destruction or mutilation of any Warrant and, in the
                case of
                any such loss, theft or destruction, upon delivery of an indemnity
                agreement reasonably satisfactory in form and amount to the Company
                or, in
                the case of any such mutilation, upon surrender and cancellation
                of such
                Warrant, the Company, at the expense of the Warrant Holder, will
                execute
                and deliver, in lieu thereof, a new Warrant of like
                tenor.

            


    

    


    
      	 	
              (e)

            	
              Fractional
                Shares.
                No fractional Shares are to be issued upon the exercise of any Warrant,
                but the Company shall round any fraction of a share to the nearest
                whole
                Share.

            


    

    


    
      	 	
              7.

            	
              Other
                Warrant Holders: Holders of Shares.

            


    

    


    The
      Warrant is issued upon the following terms, to all of which each Warrant Holder
      by the taking thereof consents and agrees: (a) any person who shall become
      a
      transferee, within the limitations on transfer imposed by Section 2(a) hereof,
      of a Warrant properly endorsed shall take such Warrant subject to the provisions
      of Section 2(a) hereof and thereupon shall be authorized to represent himself,
      herself or itself as absolute owner thereof and, subject to the restrictions
      contained in this Warrant Agreement, shall be empowered to transfer absolute
      title by endorsement and delivery thereof to a permitted bona
      fide purchaser
      for value; (b) any person who shall become a holder or owner of Shares shall
      take such shares subject to the provisions of Section 2(b) hereof; (c) each
      prior taker or owner waives and renounces all of his, her or its equities or
      rights in such Warrant in favor of each such permitted bona
      fide purchaser,
      and each such permitted bona
      fide purchaser
      shall acquire absolute title
      thereto and to all rights presented thereby; and (d) until such time as the
      respective Warrant is transferred on the books of the Company, the Company
      may
      treat the registered holder thereof as the absolute owner thereof for all
      purposes, notwithstanding any notice to the contrary.

     

     


    
      
        
          Warrant
            Agreement

          American
            Leisure Holdings, Inc.

          Malcolm
            J. Wright in connection with the Guaranty

          of
            the June 2007 Kennedy Funding

        

      

      
        5

        
          

        

      

      
        
        

      

    


    


    
      	 	
              8.

            	
              Miscellaneous.

            


    

    


    All
      notices, certificates and other communications from or at the request of the
      Company to any Warrant Holder shall be mailed by first class, registered or
      certified mail, postage prepaid, to such address as may have been furnished
      to
      the Company in writing by such Warrant Holder, or, until an address is so
      furnished, to the address of the last holder of such Warrant who has so
      furnished an address to the Company, except as otherwise provided herein. This
      Warrant Agreement and any of the terms hereof may be changed, waived, discharged
      or terminated only by an instrument in writing signed by the party against
      which
      enforcement of such change, waiver, discharge or termination is sought. This
      Warrant Agreement shall be construed and enforced in accordance with and
      governed by the laws of the State of Florida. The headings in this Warrant
      Agreement are for purposes of reference only and shall not limit or otherwise
      affect any of the terms hereof. This Warrant Agreement, together with the forms
      of instruments annexed hereto as schedules, constitutes the full and complete
      agreement of the parties hereto with respect to the subject matter hereof.
      For
      purposes of this Warrant Agreement, a faxed signature shall constitute an
      original signature.

    


    IN
      WITNESS WHEREOF, the Company has caused this Warrant Agreement to be executed
      on
      this 9th day of July , 2007, to be effective as of the Effective Date disclosed
      above, by a duly authorized representative of the Company.

    
      	 	 
	 	
              AMERICAN
                LEISURE HOLDINGS, INC.

            
	 	 
	 	 
	 	
              By:
                /s/ Frederick Pauzar

            
	 	
              Name:
                Frederick Pauzar

            
	 	
              Title:
                President

            
	 	 
	 	 
	 	
              MALCOLM
                J. WRIGHT

            
	 	 
	 	 
	 	/s/
              Malcolm J. Wright
	 	
              Malcolm
                J. Wright

            


    

     

     

    
 

    
      
        
          Warrant
            Agreement

          American
            Leisure Holdings, Inc.

          Malcolm
            J. Wright in connection with the Guaranty

          of
            the June 2007 Kennedy Funding

        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    SCHEDULE 1

    


    WARRANT

    


    THIS
      WARRANT AND THE SHARES OF COMMON STOCK UNDELYING THIS WARRANT (COLLECTIVELY,
      THE
“SECURITIES”) HAVE NOT BEEN REGISTERED UNDER: (A) THE SECURITIES ACT OF 1933, AS
      AMENDED, IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED IN SECTIONS
      3 AND 4 OF SUCH ACT AND REGULATION D PROMULGATED THEREUNDER; OR (B) ANY STATE
      SECURITIES LAWS IN RELIANCE UPON APPLICABLE EXEMPTIONS THEREUNDER. THESE
      SECURITIES MUST BE ACQUIRED FOR INVESTMENT ONLY FOR THE ACCOUNT OF THE INVESTOR,
      AND NEITHER THE WARRANT NOR THE UNDERLYING COMMON STOCK MAY BE TRANSFERRED
      OR,
      IN THE CASE OF THE WARRANT, EXERCISED EXCEPT IN COMPLIANCE WITH ALL APPLICABLE
      SECURITIES AND OTHER LAWS. 

     

    To
      Purchase 133,500 Shares

    of
      Common
      Stock

    


    AMERICAN
      LEISURE HOLDINGS, INC.

    


    This
      certifies that, for value received, the hereafter named registered owner is
      entitled, subject to the terms and conditions of this Warrant, until the
      expiration date, to purchase the number of shares (the “Shares”) set forth above
      of the common stock (“Common Stock”), of AMERICAN LEISURE HOLDINGS, INC. (the
“Company”) from the Company at the purchase price per share hereafter set forth
      below, on delivery of this Warrant to the Company with the exercise form duly
      executed and payment of the purchase price (in cash, by certified or bank
      cashier’s check payable to the order of the Company or by wire transfer) for
      each Share purchased. This Warrant is subject to the terms of the Warrant
      Agreement between the parties thereto dated as of July 9, 2007, with an
      effective date of June 26, 2007, the terms of which are hereby incorporated
      herein. Reference is hereby made to such Warrant Agreement for a further
      statement of the rights of the holder of this Warrant.

    


    Registered
      Owner: Malcolm J. Wright Date:
      July 9, 2007

    Effective
      Date: June 26, 2007

    


    Purchase
      Price

    Per
      Share:  
      $1.02

    


    Expiration
      Date: As
      provided in Section 3(a) of the Warrant Agreement, 5:00 p.m. Eastern
      Time.

    


    WITNESS
      the signature of the Company’s duly authorized representative:

    


    
      	 	
              AMERICAN
                LEISURE HOLDINGS, INC.

            
	 	 
	 	 
	 	
              By:
                /s/ Frederick Pauzar

            
	 	
              Name:
                Frederick Pauzar

            
	 	
              Title:
                President

            
	 	 
	 	
              MALCOLM
                J. WRIGHT

            
	 	 
	 	/s/
              Malcolm J. Wright
	 	
              Malcolm
                J. Wright

            


    

     

     

     

    
 

    
      
        
          Warrant
            Agreement

          American
            Leisure Holdings, Inc.

          Malcolm
            J. Wright in connection with the Guaranty

          of
            the June 2007 Kennedy Funding

        

      

      
        7

        
          

        

      

      
        
        

      

    


    SCHEDULE 2

    


    FORM
      OF ASSIGNMENT AND TRANSFER

    


    


    For
      value
      received, the undersigned hereby sells, assigns and transfers unto
      __________________________________ the right represented by the enclosed Warrant
      to
      purchase               
shares
      of
      Common Stock of AMERICAN LEISURE HOLDINGS, INC. to which the enclosed Warrant
      relates, and appoints     
      Attorney
      to transfer such right on the books of AMERICAN LEISURE HOLDINGS, INC. with
      full
      power of substitution in the premises.

    


    The
      undersigned represents and warrants that the transfer of the enclosed Warrant
      is
      permitted by the terms of the Warrant Agreement pursuant to which the enclosed
      Warrant has been issued, and the transferee hereof, by his, her or its
      acceptance of this Agreement, represents and warrants that he, she or it is
      familiar with the terms of said Warrant Agreement and agrees to be bound by
      the
      terms thereof with the same force and effect as if a signatory
      thereto.

    


    
      	
              Dated:______________

            	 
	 	 
	 	 
	 	                                                                                                  
               
	 	
              (Signature
                must be an original signature (no photocopied or faxed signatures)
                and
                must conform in all respects to name and signature of holder as specified
                on the face of the enclosed Warrant)

            
	 	 
	 	 
	 	                                                                                                    
	 	
              (Address)

            
	 	 
	
              Signed
                in the presence of:

            	 
	 	 
	
              ____________________________________

            	 


    

     

     

     

    
 

    
      
        
          Warrant
            Agreement

          American
            Leisure Holdings, Inc.

          Malcolm
            J. Wright in connection with the Guaranty

          of
            the June 2007 Kennedy Funding

        

      

      
        8

        
          

        

      

      
        
        

      

    


    SCHEDULE
      3

    


    FORM
      OF SUBSCRIPTION

    (To
      be
      signed only upon exercise of Warrant)

    


    To
      AMERICAN LEISURE HOLDINGS, INC.:

    


    The
      undersigned, the holder of the enclosed Warrant, hereby irrevocably elects
      to
      exercise the purchase right represented by such Warrant for, and to purchase
      thereunder,                    *
      shares
      of Common Stock of AMERICAN LEISURE HOLDINGS, INC. and herewith makes payment
      of
      US $_______________(or elects to pay for the exercise in shares of common stock
      pursuant to Section 3(d)(ii) of the Warrant Agreement as evidenced by the
      calculation below by checking this box o),
      and
      requests that the certificate or certificates for such shares be issued in
      the
      name of and delivered to the undersigned.

    


    
      	
              Dated:______________

            	 
	 	 
	 	
              (Signature
                must conform in all respects to name of holder as specified on the
                face of
                the enclosed Warrant)

            
	 	 
	 	 
	 	
                                                                                                                  

            
	 	
              (Printed
                Name)

            
	 	 
	 	
                                                                                                                  

            
	 	
              (Address)

            


    

    


    
      	
              (*)

            	
              Insert
                here the number of shares called for on the face of the Warrant or,
                in the
                case of a partial exercise, the portion thereof as to which the Warrant
                is
                being exercised, in either case without making any adjustment for
                additional Common Stock or any other stock or other securities or
                property
                which, pursuant to the adjustment provisions of the Warrant Agreement
                pursuant to which the Warrant was granted, may be delivered upon
                exercise.

            


    

    


    


    


    Calculation
      pursuant to Section 3(d)(ii) of the Warrant Agreement

    


    
      	
              ________________
                

            	
              =
                

            	
              Total
                Shares Exercised

            
	 	 	 
	
              ________________

            	
              =
                

            	
              Purchase
                Price (as
                defined and adjusted in the Warrant Agreement)

            
	 	 	 
	
              ________________

            	
              =
                

            	
              Fair
                Market Value
                -
                the
                average closing price of the Common Stock (if actual sales price
                information on any trading day is not available, the closing bid
                price
                shall be used) for the five trading days prior to the date of exercise
                of
                this Warrant (the “Average Closing Bid Price”), as reported by the
                National Association of Securities Dealers Automated Quotation System
                (“NASDAQ”), or if the Common Stock is not traded on NASDAQ, the Average
                Closing Bid Price in the over-the-counter market; provided, however,
                that
                if the Common Stock is listed on a stock exchange, the Fair Market
                Value
                shall be the Average Closing Bid Price on such exchange; and, provided
                further, that if the Common Stock is not quoted or listed by any
                organization, the fair value of the Common Stock, as determined by
                the
                Board of Directors of the Company, whose determination shall be
                conclusive, shall be used).  In no event shall the Fair Market Value
                of any share of Common Stock be less than its par
                value.

            
	
               

            	 	 


    

     

    
      	 	 	[	
              [Total
                Shares Exercised x Purchase Price]    ]

            
	
              _____________

            	
              =
                

            	
              [        
                Shares to be Issued = Total Shares Exercised -

            	[----------------------------------
              ]   ]
	
               

            	 	[	
              [               
                Fair Market
                Value                    
                  ]    ]

            


    

     

     

     

     

     

     

    
 

    
      
        
          Warrant
            Agreement

          American
            Leisure Holdings, Inc.

          Malcolm
            J. Wright in connection with the Guaranty

          of
            the June 2007 Kennedy Funding

        

      

      
        9