Exhibit 10.2



                                COMMITMENT LETTER
                                -----------------

                                                                December 1, 2005

TDS Resort Phase 2, 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 "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 separate
                    ----
                    loan  in  the amount of $40,000,000.00. Both loans relate to
                    construction of phases of a development known as "Tierra del
                    Sol"  (the  "Resort"). The Loan which is the subject of this
                                 ------
                    Commitment  is  for  Phase  n of the Project, and the second
                    loan is for Phase I.

                    Additionally,  an  entity  related  to  the  Lender, KeyBanc
                    Capital Markets ("KeyBanc"), is underwriting the issuance of
                    a  Community  Development  District  ("CDD") bonds, with net
                                                           ---
                    proceeds  in  the  amount  of  approximately $21,500,000.00,
                    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. At
                                                                              --
                    Lender's  discretion, this Loan will be cross-defaulted with
                    --------------------------
                    the Phase I Loan and any other credits and/or obligations of
                    the Borrower and/or Guarantors.

USE OF PROCEEDS:    The  Phase  II  Loan  proceeds  are  to  be  used solely for
                    the  purpose  of  being  invested  as equity in Phase of the
                                                                          ------
                    Resort.
                    ------

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").

<PAGE>

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
                    daily,  adjusted  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  elect  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 n 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.

                    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.

<PAGE>

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.

                    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; CONTAINING TERMS
                                                                ----------------
                         CONSISTENT  WITH  THE  PHASE  I  Loan,  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 PHASE II
                                                                        --------
                         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;

                    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;

<PAGE>

                    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;

                    A  collateral  assignment  of  security  agreements  and
                    contracts related to the

                         Resort:   and   collateral   assignment   of  all  sale
                         -------------------------------------------------------
                         contracts and purchase deposits (provided that Borrower
                         -------------------------------------------------------
                         shall  be  permitted  to  modify  such   contracts  and
                         -------------------------------------------------------
                         agreements  to  include terms and prices more favorable
                         -------------------------------------------------------
                         to Borrower);
                         ------------

                    6.   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 limited
                         partnership  under the laws of the State of Florida and
                         qualified  to 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
                         corporate  Guarantor,   as  applicable,  is  a  validly
                         organized  and  existing  corporation 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 n Loan,
                         the  Guarantors, 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.

<PAGE>

                    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  shall  receive  a   current   written  appraisal  by
                    Integra  Realty  Resources  reflecting an appraised value of
                    Phase  II,  assuming completion of the Phase I Improvements,
                    of  no  less  than  $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  hens  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.

ENVIRONMENTAL
ASSESSMENT:         Borrower  shall  provide  evidence  (including  a  "Phase I"
                    environmental  assessment  dated  within 60 days of Closing)
                    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.

<PAGE>

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  n  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 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  n  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,

<PAGE>

                         security  interest,   encumbrance   or  alienation  of,
                         the  Project  (OTHER  THAN TO THIRD PARTY PURCHASERS OF
                                        ----------------------------------------
                         TOWNHOMES  AND  CONDOMINIUMS  PURSUANT TO THE CONTRACTS
                         -------------------------------------------------------
                         PREVIOUSLY  FURNISHED  AND  APPROVED BY LENDER), 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 n 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:  $4,000,000.00  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.

                    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.

<PAGE>

                    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.

                    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.

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
                    December  30, 2005, 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 RESORT, (the "Phase II Loan") must
                                              ------
                    be  closed  simultaneously  with the closing of that certain
                    construction  loan  in  the  amount  of  $40,000,000.00 (the
                    "Phase  I  Loan") being made by Lender, at Lender's sole and
                    absolute  discretion,  to:  (i) TIERRA DEL SOL RESORT (PHASE
                    1),  L.P., a limited partnership organized under the laws of
                    the  State  of Florida; (ii) TDS TOWNHOMES (PHASE 1), LLC, a
                    limited  liability  company  organized under the laws of the
                    State  of Florida; (iii) COSTA BLANCA I REAL ESTATE, INC., a
                    corporation  organized  under  the  laws  of  the  State  of
                    Florida;  (iv)  TIERRA  DEL  SOL  (PHASE 2), L.P., a limited
                    partnership  organized  under  the  laws of Florida; (v) TDS
                    AMENITIES,  INC.,  a corporation organized under the laws of

<PAGE>

                    the   State  of   Florida;   (vi)  TDS  Clubhouse,  Inc.,  a
                    corporation  organized  under  the  laws  of  the  State  of
                    Florida;  (vii)  Costa Blanca II Real Estate, LLC, a limited
                    liability  company  organized under the laws of the State of
                    Florida; (viii) Costa Blanca III Real Estate, LLC, a limited
                    liability  company  organized under the laws of the State of
                    Florida;  (ix)  TDS  Townhomes  (Phase  2),  LLC,  a Florida
                    limited  liability  company; and (x) 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).

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).

Modification:       This  commitment  replaces  in  its  entirety  that  certain
                    Commitment  among  the  parties hereto dated August 15, 2005
                    and  accepted  August  16, 2005, and is issued at Borrowers'
                    request  to  address various modifications to the timing and
                    structure of the Project's development.


     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.


                           [SIGNATURE PAGES TO FOLLOW]

<PAGE>

                                                 KEYBANK NATIONAL ASSOCIATION

                                                 BY:/s/ Robert F. Carmichael
                                                    ------------------------
                                                    Robert F. Carmichael,
                                                    Senior Vice President
                                                    December 13, 2005

<PAGE>

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

     The  undersigned  hereby  acknowledges  receipt of the foregoing Commitment
Letter this   day  of  November,  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
                                            A  To Be Formed Entity


                                            BY: TDSRLP, LLC, a Florida
                                                limited liability company,
                                                general partner


                                                By: /s/ Malcolm J. Wright its
                                                    --------------------------
                                                    proposed authorized signator
                                                    --------------------------
                                                    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: CEO
                                               ----------------------------

<PAGE>