Exhibit 10.1



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

                                                                December 1, 2005

Tierra del Sol Resort (Phase 1), L.P.
c/o Resorts Development Group, LLC 2462
Sand Lake Road
Orlando, FL 32809
Attn.: Malcolm J. Wright

Dear Mr. Wright:

     KeyBank  National  Association  (hereinafter "KeyBank", or "Lender") hereby
offers,  subject  to the terms and conditions hereinafter set forth, to make the
following commercial real estate mortgage construction loan (the "Loan"):

BORROWERS:          (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
                    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  foregoing   entities  sometimes   hereinafter
                    collectively  referred to as the "Borrowers"). The Borrowers
                    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.

REPAYMENT           Malcolm   J.   Wright   ("Wright").   American   Leisure
GUARANTORS:         Holdings,  Inc.,  a  corporation GUARANTORS: organized under
                    the laws of the State of Florida ("ALH"); and LLC-6, a to be
                    formed  Florida  limited  liability   company,  jointly  and
                    severally.

PERFORMANCE AND     Wright,  ALH,  and  LLC-6,  an  entity  to be formed jointly
COMPLETION          and severally.
GUARANTORS:

COMPLETION          PCL    Construction   Enterprises,   Inc.,   a   corporation
GUARANTOR:          organized  under  the laws of the State of Colorado ("PCL").

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                    The   Repayment   Guarantors,   Performance  and  Completion
                    Guarantors   are  collectively  referred to as "Guarantors".
                                                                    -----------

DESCRIPTION OF      The  Loan  (sometimes  referred  to  herein  as the "Phase I
                                                                         -------
PROJECT             Loan")  is  being   committed  for  the  construction  of  a
                    ----
                    development  known  as  "Tierra del Sol" ("The Resort"). The
                    Loan  which  is  the  subject  of this Commitment is for the
                    initial phase of Tierra del Sol.

                    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.  Borrowers  shall  comply  with  all
                    requirements of KeyBanc with respect to the CDD issuance.

USE OF PROCEEDS:    The   Loan   proceeds   are  to  be   used  solely  for  the
                    development  of Phase 1 (hereinafter called "Phase I" of the
                    Resort)   consisting   of  a   luxury  townhouse/condominium
                    community  consisting  of  114  townhomes  and  180 mid-rise
                    condominiums  (each  townhome  and  condominium  unit  being
                    sometimes referred to herein as a "unit") along with project
                    amenities  including  pools  and a poolside structure dining
                    "grille"    restaurant   to    service    the   pools   (the
                    "Improvements") on land located in Polk County, Florida (the
                     ------------
                    "Land") (the Land, Improvements and all related fixtures and
                     ----
                    personal  property  are  referred  to  as the "Project"), in
                                                                   -------
                    accordance  with  the  Schedule of sources and uses of funds
                    and  the  Project  budget  set forth in EXHIBIT"A", attached
                                                            ----------
                    hereto, approved by the Lender hereunder, as the same may be
                    modified  with the prior written approval of the Lender, and
                    to  pay  such  other  related expenses and costs as shall be
                    approved in writing by the Lender.

MAXIMUM             The  principal  amount  of  the  Loan shall not exceed FORTY
LOAN AMOUNT:        MILLION  AND  NO/100  DOLLARS  ($40,000,000.00)  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 Construction Loan Agreement (the "Loan Amount").
                                                             -----------

TERM:               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 twenty-four (24) calendar
                    month anniversary of the Date of Closing ("Maturity").
                                                               --------

PRINCIPAL REPAYMENT/The  Loan  shall  be  a  revolving  loan  and  Borrower  may
REVOLVING FEATURE:  borrow,  repay  and reborrow funds hereunder to pay costs as
                    shown on the Budget; provided that (i) the maximum principal
                    balance   shall   never   exceed  $40,000,000.00;  (ii)  the
                    aggregate  amount borrowed may not exceed $72,550,00.00; and
                    (iii)  the  Borrowers  have  at  all times complied with the
                    terms  and conditions of the Loan Documents. In addition, at
                    Lender's   sole   discretion   and  subject   to  acceptable
                    appraisals,  upfront  plan  and cost reviews, the absence of
                    default and other factors.
                            -----------------
<PAGE>

                    CONSIDERED  BY  THE  LENDER,  THE  AGGREGATE AMOUNT OF FUNDS
                    ------------------------------------------------------------
                    BORROWED HEREUNDER  may  be increased, and/or the Lender may
                    ------------------
                    permit  funds to be utilized for additional costs RELATED TO
                                                                ----------------
                    THE DEVELOPMENT OF OTHER PORTIONS OF THE RESORT.
                    -----------------------------------------------

PROJECT EQUITY      Borrowers   shall   provide   evidence   reasonably
REQUIREMENT:        satisfactory to the Lender that the project equity ("Project
                    Equity")  invested  in  the  Project  is  not  less than the
                    difference  between  the  total Project Cost as set forth in
                    the  Budget  and  the maximum Phase I Loan amount; provided,
                    however,  in  no event shall the Project Equity be less than
                    44%  of  the  total  cost  of  the Project as set out in the
                    Budget  approved  by the Lender hereunder or $57,913,746.00,
                    whichever  is greater. The Project Equity must be either (i)
                    deposited  with  Lender  prior  to  the Date of Closing, and
                    disbursed  prior  to  the  first advance of the Loan or (ii)
                    used  to pay Project costs approved by Lender, with evidence
                    of payment delivered to Lender prior to or at Closing of the
                    Loan.

RELEASE PRICE:      Release  Price  for  the  Loan  shall  be the greater of (i)
                    100%  of  net sales proceeds or (ii) individual unit release
                    prices  per  a to-be-determined stacking plan (acceptable to
                    Lender)  that produces not less than a 1.20x acceleration on
                    the Loan.

INTEREST RATE:      Advances  of  the  proceeds  of  the  Loan  shall  bear
                    interest  at  the  daily,  floating 30- Day Daily Adjustable
                    LIBOR Rate plus the LIBOR Rate Margin. The LIBOR Rate Margin
                    shall  be 2.75%. 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
                    Loan  from  time  to  time  shall be due and payable monthly
                    beginning  on  the  5th  day  of  the  first  calendar month
                    following  the  Date of Closing (as hereinafter defined) and
                    continuing on the 5th day of each consecutive calendar month
                    thereafter.

INTEREST RATE       Borrowers  shall  be  required  to  institute  an  interest
PROTECTION:         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  Loan. The Interest Rate Protection Product, the portion
                    of the Loan (if less than the Loan)

<PAGE>

                    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  Borrowers  purchases  the  Interest  Rate  Protection
                    Product  from  the  Lender,  Borrowers  shall enter into the
                    Lender's  customary form agreement for such purposes and any
                    indebtedness or other obligations of Borrowers arising under
                    such agreement shall be indebtedness secured by the Mortgage
                    and the other Loan Documents.

LOAN FEES:          At  Closing,  fees  shall  be  payable  by  Borrowers to the
                    Lender as follows:

                    1.   COMMITMENT  FEE:  Upon  the  Borrowers'  acceptance  of
                         this  Commitment,  a  Commitment  Fee  of SEVEN HUNDRED
                         TWENTY-FIVE  THOUSAND  FIVE  HUNDRED AND NO/100 DOLLARS
                         ($725,500.00)  (1% of the Loan amount) shall be paid on
                         or before the Date of Closing.

                    2.   LOAN  ADMINISTRATION  FEE:  A  Loan  Administration Fee
                         of  SEVENTY  FIVE  THOUSAND  AND  NO/100  DOLLARS
                         ($75,000.00)  shall  be  paid  on or before the Date of
                         Closing and annually, in advance, thereafter during the
                         term of the Loan.

                    Borrowers  acknowledge  that  each  such  Fees  shall be for
                    the  applicable  services  rendered,  supported  by  good,
                    valuable  and adequate consideration. The Commitment Fee and
                    the  Loan Administration 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:           Borrowers  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 Loan.

LATE FEE:           For  any  payment  of  principal  or  interest  made  later
                    than  five  (5) days following the due date, Borrowers 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      The  Loan  shall  be  evidenced  by  a  promissory note (the
AND SECURITY FOR    "Note")  for  the  Loan  Amount  and  a  Construction  Loan
THE LOAN:            Agreement, and shall be secured by:

                    1.   A  mortgage,  assignment  of  leases  and  rents,
                         security  agreement and fixture filing (the "Mortgage")
                         which  Mortgage shall convey to Lender (a) a first lien
                         upon  the unencumbered fee simple title to the Land and
                         the  Improvements  and  easements  and  rights  of  way
                         appurtenant  thereto,  which  Land  shall be more fully
                         described  in a legal description to be provided by the
                         Borrowers  to  satisfaction  of  the  Lender, and (b) a
                         first lien and security

<PAGE>

                         interest  in  all  fixtures  and  personal  property
                         owned  by  Borrowers  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 Loan;

                         3.   A   Guaranty   of   Performance   and   Completion
                              executed   by   each  Performance  and  Completion
                              Guarantor  and  pursuant  to which the Performance
                              and  Completion  Guarantors  jointly and severally
                              guarantee  the  lien-free and timely completion of
                              the  Project and Borrowers' obligation to keep the
                              Loan  "in  balance"  and  to  pay  for  all  cost
                              overruns;

                         4.   A   Guaranty   of  Completion   executed   by  the
                              Completion  Guarantor  and  pursuant  to which the
                              Completion  Guarantor  guarantee the lien-free and
                              timely completion of the Project.

                         5.   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;

                         6.   An  Environmental  Indemnity   Agreement  executed
                              by  Borrowers  and  the  Guarantors,  jointly  and
                              severally;

                         7.   An   assignment   of    construction    documents,
                              including,   without   limitation,   the   General
                              Contract,   all   architecture   and   engineering
                              contracts,   Plans  and  Specifications,  permits,
                              licenses,   approvals  and   development   rights,
                              together  with  consents  to  the  assignment  and
                              construction    agreements    from   the   General
                              Contractor,   the   architect  and  other  parties
                              specified by Lender.

                         8.   A  collateral  assignment  of  all  contracts  and
                              agreements  related  to  sale  of each condominium
                              unit (as applicable).

                         9.   A   collateral    assignment   of   all   purchase
                              deposits.

                         10.  An   assignment   of   any   management   and/or
                              operating agreements.

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

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

<PAGE>

                         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 Loan is unpaid.

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

                         a.   With  respect  to  the  Borrowers,  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
                              Borrowers,  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  Borrowers  and
                              Guarantor  and  are enforceable in accordance with
                              their  terms;  (c)  the   Borrowers  are   validly
                              organized and existing corporations and/or limited
                              liability companies under the laws of the State of
                              Florida  and qualified to do business in the State
                              of  Florida,  that  each 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  Loan   has  been  duly
                              authorized  by  the Borrowers; (d) the Guarantors,
                              as  applicable, are validly organized and existing
                              corporations  and/or  limited  liability companies
                              under  the  laws  of  the  State  of  Florida  and
                              qualified  to  do business in the State of Florida
                              and are duly authorized to execute and deliver the
                              Guaranties;  (e) there is no threatened or pending
                              litigation  that  might   affect   the  Loan,  the
                              Guarantor(s),   the   Land,  the  Project  or  the
                              Borrowers;  and  (f) such other matters (including
                              an  opinion with respect to zoning of the Land and
                              the  Project)   concerning   the  Loan,  the  Loan
                              Documents,  the  Land, the Project, the Borrowers,
                              or the Guarantor, as the Lender or its counsel may
                              require.

                         b.   A   non-consolidation   opinion   confirming  that
                              the structure of the Loans and the organization of
                              the  Borrowers  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.

PRE-SALE REQUIREMENT:    Borrowers  shall  deliver  to  Lender  prior to Closing
                         fully  executed  Qualified Contracts which will produce
                         aggregate  net  sales proceeds sufficient to cover 120%
                         of  the  MAXIMUM  AGGREGATE  FUNDING  PERMITTED   UNDER
                                  ----------------------------------------------
                         THE Loan. Qualified Contracts  shall have the following
                         ---
                         characteristics:  (i)  must  be  non-assignable WITHOUT
                                                                         -------
                         WRITTEN  PERMISSION  BY  LENDER, WHICH PERMISSION SHALL
                         -------------------------------------------------------
                         NOT  BE  UNREASONABLY  WITHHELD  OR  DELAYED; (ii) must
                         --------------------------------------------
                         indicate  20%  non-refundable deposits; and (iii) Units
                         sold   pursuant   to   Qualified   Contracts   must  be
                         deliverable  within  the  timeframe  required  by   the
                         contract.  Furthermore,  not more than 35 Phase I units
                         can be sold to individuals/entities associated with the
                         Project.

                         In  addition,  and  as   part  of  the  Project  Equity
                         requirement,  Borrowers  shall deliver to Lender, to be
                         held  by,  and  pledged  to  Lender,  Usable   Deposits
                         totaling  at  least  $17,209,078.00  on the initial 294
                         units being developed in Phase I,

<PAGE>

                         together  with  all  deposits  (collected  and   to  be
                         collected)  with regard to the Project; or provide such
                         evidence  to   Lender,   acceptable  in  Lender's  sole
                         discretion,  such Usable Deposits have been utilized in
                         accordance  with the sources and uses of funds attached
                         as  EXHIBIT"A".  If Usable Deposits are not equal to or
                         greater  than   $17,209,078.00,   in   the   aggregate,
                         Borrower's  equity  requirement shall be increased on a
                         dollar  for  dollar  basis  for each dollar that Usable
                         Deposits  are less than $17,209,078.00. Usable Deposits
                         are defined as: (i) 10% (2nd 10% deposits) of the gross
                         sales  contract price of each Phase I condominium unit;
                         or  (ii)  20% of the gross sales contract price of each
                         Phase I townhome unit.

                         Furthermore,   prior   to   funding    Phase   I   Loan
                         proceeds   for   a   particular  condominium  building,
                         Borrowers  shall  deliver  to Lender contracts of sale,
                         sufficient to Lender, for at least thirty-three (33) of
                         the  36   units  contained   in  each  building  to  be
                         constructed  as in Phase I with evidence, sufficient to
                         Lender,  that  Borrowers   have  received  full  twenty
                         percent  (20%)  deposits  for each of said contracts of
                         sale.

APPRAISAL:               Prior  to  Closing,  Lender  must  receive  an  updated
                         written  appraisal  from Integra Realty Resources based
                         on  a bulk discount sellout appraised value of at least
                         $90,700,000.00,  and  satisfactory  to  lender  in  all
                         respects. The appraisal shall be updated, at Borrowers'
                         cost, as and when reasonably requested by Lender.

TITLE INSURANCE POLICY:  Counsel   for   Lender   shall  obtain,  at  Borrowers'
                         expense,  an  ALTA extended coverage lender's policy of
                         title  insurance  meeting  the  requirements set out in
                         EXHIBIT  "D"  attached   hereto  by  a  title   company
                         satisfactory to the Lender in the 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").ONE  HALF  OF  LENDER'S  COUNSEL'S
                         PORTION  OF  THE TITLEPREMIUM SHALL BE CREDITED AGAINST
                         THE LEGAL FEES PAYABLE BY THE BORROWERS.


INSURANCE:               Borrowers   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  I  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
                                                                         -------
                         "F" attached and any  other  coverage  that  the Lender
                         ---
                         may from time to time deem necessary:

                         Each   policy   shall   provide  that  it  may  not  be
                         cancelled,  reduced  or  terminated  without  at  least
                         thirty  (30)  days  prior written notice to Lender. The
                         initial  policies shall be prepaid and delivered to the
                         Lender  prior to closing and all renewal policies shall
                         be deposited with Lender as evidence of such insurance.

<PAGE>

ENVIRONMENTAL            Borrowers   shall   provide   evidence   (including  a
                         "Phase  I"  environmental  ASSESSMENT: assessment dated
                         with 6 months from the date 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  Borrowers  at  Borrowers' cost. The Lender
                         reserves the right, at Borrowers' expense, to retain an
                         independent  consultant  to  review  any  such evidence
                         submitted  by  Borrowers  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.

CONSTRUCTION             The   Lender   shall   require   the   services  of  an
INSPECTIONS:             outside consulting engineer (the INSPECTIONS: "Lender's
                         Consultant"),  to  be engaged by the Lender at the cost
                         and  expense of the Borrowers, to perform the following
                         services on behalf of the Lender:

                         a.   To  make  an  initial  pre-cost  analysis
                              verifying  that  the Improvements can be completed
                              for the amount available for construction from the
                              Loan  budget  established  by  the  Lender for the
                              Borrowers;

                         b.   To  review  and  advise  the  Lender  whether,  in
                              the  opinion of the Lender's Consultant, the final
                              plans  and specifications are satisfactory for the
                              intended purposes thereof;

                         c.   To  make  monthly  inspections  and  certify  that
                              construction  is  in  accordance with the original
                              plans and specifications approved by the Lender to
                              certify  that  construction has reached the stated
                              percentage  of  completion,  that  the  monthly
                              requisitions  actually  reflect the degree of work
                              performed  to  date  and  that  the  undisbursed
                              proceeds  of  the  Loan are sufficient to complete
                              the construction;

                         d.   To  review  and  approve  construction  contracts
                              entered  into  by  the  Borrowers  or  the General
                              Contractor  in connection with the construction of
                              the  Project,  for  the  purpose  of providing the
                              Lender  with  an  opinion  as  to  the  costs  of
                              construction  to  be  incurred  to  complete  the
                              Project,  and also for the purpose of assuring the
                              Lender  that  all  such  contracts deal adequately
                              with and include the work required to be performed
                              by the approved final plans and specifications.

NON-ASSIGNABILITY OF     This  Commitment  is  made  exclusively  to  the
COMMITMENT:              Borrowers  and  is  not  assignable  nor  transferable
                         voluntarily  or  involuntarily by the Borrowers 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.

<PAGE>

LENDER PARTICIPATION/    Borrowers  acknowledges  that,  following  the
SYNDICATIION             Closing,  the  Lender  will  endeavor  to  syndicate or
CONTINGENCY:             participate  portions  of the Loan with other financial
                         institutions.  Borrowers agree, at Lender's request, to
                         execute  such  additional  promissory  notes  and other
                         instruments  as  may  be  appropriate  to  evidence its
                         obligation  under  the  Loan to such syndicate banks as
                         may  commit,  in  the  future, to fund a portion of the
                         Loan  amount according to the terms of the Construction
                         Loan Agreement.

                         Lender   shall   be   the   lead   arranger  and  'book
                         manager'   and   will  manager   all   aspects  of  the
                         syndication,  including  the  selection of lenders, the
                         determination  of  when  lead  arranger  will  approach
                         potential  lenders  and  the  final   allocation  among
                         lenders.  Borrowers   agree  to  assist  lead  arranger
                         actively  in  achieving  a  timely  syndication that is
                         reasonably  satisfactory   to   lead   arranger,  such
                         assistance  to  include, among other things, (a) direct
                         contact  during  syndication  between Borrowers' senior
                         officers,  representatives  and  advisors,  on  the one
                         hand,  and  prospective  lenders,  on the other hand at
                         such  times  and places as lead arranger may reasonably
                         request,  (b) providing lead arranger all financial and
                         other  information  with  respect  to Borrowers and the
                         transactions  contemplated   that   lead  arranger  may
                         reasonably  request,  including   but  not  limited  to
                         financial  projections  relating  to the foregoing, and
                         (c)  assistance  in  preparation  of  a  confidential
                         information memorandum and other marketing materials to
                         be used in connection with the syndication.

                         Lender,  as  Agent,  shall  be  entitled  to change the
                         structure  or  terms  of  the Loan if Lender determines
                         that  such  changes  are  advisable  in order to ensure
                         successful  syndication  or an optimal credit structure
                         for  the  Loan,  provided  the  total  Loan  Amount and
                         interest  and  repayment  terms  will  not  change.  In
                         addition,  this  Commitment  is subject to (among other
                         things) the absence of (i) a material adverse change in
                         the  business,  condition   (financial  or  otherwise),
                         operations,  performance,  properties  or  prospects of
                         Borrowers;  and  (ii)   any  material  change  in  loan
                         syndication  or  financial or capital market conditions
                         generally from those currently in effect.

INDEMNIFICATION:         Borrowers  and  each   Guarantor  agrees  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.

DISBURSEMENT             All   funds   disbursed   under   the   Loan  shall  be
PROCEDURES:              subject  to  the Lender's Construction PROCEDURES: Loan
                         Agreement,  which  shall contain such terms, covenants,
                         and  conditions as shall be satisfactory to the Lender,
                         including without limitation, the following:

<PAGE>

                         Draw  Request:   All   requests   for  disbursement  of
                         -------------
                         funds ("Phase I Loan Disbursement") shall be in writing
                                --------------------------
                         using   the   Lender's   standard   form   of  Borrower
                         Certificate  and  shall  be submitted on a Standard AIA
                         Form  G702  and  G703, including any change orders on a
                         Standard  AIA Form G701, and including invoices for any
                         "soft  costs,"  and  shall be for costs consistent with
                         the  final  Project  cost  breakdown  as  presented  on
                         Lender's standard "Soft and Hard Cost Requisition" form
                         and  accepted  by  the  Lender  in  aggregate total and
                         itemization.  Draw  requests  should  not  be made more
                         frequently than once per month. Lender may, in its sole
                         discretion  permit  disbursements  for materials stored
                         off-site.  Each  draw request shall be certified by the
                         Borrowers  and  approved  in  writing  by  the  Project
                         Architect  or  Engineer,  and  the Lender's independent
                         inspector.

                         Affidavits/Lien  Waivers:  The  Borrowers  shall
                         ------------------------
                         submit with all Draw Requests affidavits certifying all
                         outstanding  balances  due but unpaid for work in place
                         for  the  Project. With each draw request, Lender shall
                         have  the  right to require the Borrowers to deliver to
                         the  Lender  waivers  of  hens  from contractors in the
                         respective sum received by each such contractor for all
                         of Borrowers' preceding draw requests.

                         Title  Insurance:  Lender  shall  be  provided  with an
                         ----------------
                         endorsement  to  the ALTA Policy, as of the date of the
                         requested  Phase  I  Loan  Disbursement,  showing  no
                         additional  hens  or  encumbrances  upon  the  Project,
                         including identification of delinquent taxes.

                         Inspections:  All  inspections  shall  be  completed by
                         -----------
                         an  agent  for  the  Lender  who  may  require  further
                         information,  including,  but not limited to, documents
                         such  as  contracts  and  invoices,  to  complete  the
                         analysis  of  the Draw Request. The Borrowers shall pay
                         the cost of these inspections as well as offsite stored
                         materials inspections, if applicable.

                         Foundation  Survey:  Upon  completion  of  the  each
                         ------------------
                         foundation,  the  Borrowers  shall  submit a foundation
                         survey complying with EXHIBIT "B" attached hereto.
                                               ----------

                         Disbursements:  All  disbursements  shall  be  made
                         -------------
                         within approximately ten (10) days after receipt of all
                         information  required  by  the  Lender  to  approve the
                         requested disbursements.

                         Net  Cash  Flow.  The  Loan  Agreement  shall  require
                         ---------------
                         that  all  Net  Cash  Flow  from  the  Project  must be
                         deposited  with  the Lender in a demand deposit account
                         in Borrowers' name but under the Lender's sole dominion
                         and  control.  Funds deposited in such account shall be
                         applied  against  the monthly payments on the Loan, and
                         Phase  I  Loan  proceeds  will  be  disbursed  from the
                         interest  reserve  set  out  in  the Budget only to the
                         extent  the Net Cash Flow is not sufficient to make the
                         payments.  "Net  Cash  Flow"  means  the  gross  income
                         produced by the Project from all sources reduced by (a)
                         ordinary  and  necessary  operating  expenses  actually
                         incurred  and  paid  with  respect  to  the  Project
                         (including amounts paid to affiliates of Borrowers only
                         if  preapproved  by the Lender), (b) reasonable capital
                         expenditures  actually made with respect to the Project
                         (other than those funded out of Phase I Loan proceeds),
                         and  (c)  reasonable  reserves  for  repairs  and

<PAGE>

                         replacements  to  the  Project,  but only if and to the
                         extent  such  reserves are funded in cash and deposited
                         with  the  Lender and pledged to the Lender as security
                         for payment of the Loan.

                         Funds  will  be  disbursed  directly  into  a  demand
                         deposit  account  maintained by Borrowers at the Lender
                         specifically  for  the  Project; provided, however, the
                         Lender reserves the right to pay individual contractors
                         directly  or  by check jointly payable to Borrowers and
                         any  such  contractor  should  circumstances warrant in
                         Lender's  sole  opinion.  At  Lender's  option,
                         disbursements  may  be  made  by  Lender into an escrow
                         account  and subsequently disbursed to Borrowers by the
                         Title Company.

                         In  Balance:  The  Loan  shall  remain  "in balance" at
                         -----------
                         all  times. The Loan shall be deemed to be "in balance"
                         only  at  such  times  as  Lender  determines,  in  its
                         reasonable  discretion,   that  the   then  undisbursed
                         portion  of  the  Loan  equals  or  exceeds  the amount
                         necessary to pay all work done and not theretofore paid
                         for  or to be done in connection with the completion of
                         the  construction of the Project in accordance with the
                         plans and specifications or otherwise to be incurred in
                         connection  with  completion  of  the  Project.  If the
                         Lender  determines  that  the Loan is not "in balance",
                         Borrowers  shall  within  ten  (10)  days after written
                         request  by Lender deposit the amount of the deficiency
                         with  Lender  which  shall then be disbursed before any
                         further  disbursements of Phase I Loan proceeds. Lender
                         shall  not be obligated to make any disbursement of the
                         Loan at any time that the Loan is not in balance.

                         Retainage:   At  the  time  of  each  disbursement  the
                         ---------
                         Lender  shall  withhold  ten  percent  (10%)  (the
                         "Retainage")  of  the  "hard  costs"  contained on each
                          ---------
                         requested  Phase  I  Loan disbursement (i.e., the total
                         amount  then due the General Contractor and the various
                         contractors,  subcontractors and material suppliers for
                         costs  of construction.) until such time as the Project
                         is  50%  complete.  Thereafter,  the Retainage shall be
                         zero  percent  (0%).  The Retainage shall be held until
                         completion  of  the  Project  and disbursed only at the
                         time  of  the final disbursement of the Loan; provided,
                                                                       --------
                         however,  upon  the  satisfactory completion of 100% of
                         -------
                         the  work  with  respect to any individual trade or the
                         delivery  of all materials pursuant to a purchase order
                         in  accordance  with  the  plans  and specifications as
                         certified by the Lender's consultant, Lender may decide
                         on a case by case basis (but shall not be obligated) to
                         permit  retainages  with respect to such trade order to
                         be disbursed to Borrowers.

ADDITIONAL LOAN          1.   The  plans  and  specifications,  schedule,
CONDITIONS:                   Budget,and  other written materials related to the
                              construction  of  the  Project shall be subject to
                              Lender's  review  and approval, including, but not
                              limited  to,  a  soil  analysis  and  evidence  of
                              compliance  with  the  Americans with Disabilities
                              Act.

                         2.   Construction   of   the   Improvements   shall  be
                              commenced  within  thirty (30) days of Closing and
                              shall be completed within twenty-one (21)  months.

                         3.   Upon  completion  of  all  construction  and prior
                              to  disbursement of the final Retainage, Borrowers

<PAGE>

                              shall   submit   evidence  of  completion  of  the
                              Project,  consisting  of   (i)  a  Certificate  of
                              Substantial  Completion  AIA  Form  G704  from the
                              supervising   architect   and  General  Contractor
                              certifying  that the Project has been completed in
                              accordance with the final plans and specifications
                              as  approved  by the Lender; (ii) a certificate of
                              use  and  occupancy  and  any  other  certificates
                              required  by  the State of Florida or by any other
                              applicable  governmental  department,   agency  or
                              unit;  (iii) a complete "As-Built" ALTA/ACSM final
                              survey  of  the Project complying with EXHIBIT "B"
                              attached  hereto;  (iv)  a rent roll and copies of
                              all  leases  for   the  Project;  and  (v)  tenant
                              estoppel   certificates   in  form  and  substance
                              acceptable to Lender.

                         4.   All   contracts   for   sale  of   condominium  or
                              townhome   units   shall   be   submitted  to  and
                              acceptable  to  Lender  in  all respects, and must
                              include  a  delivery  date that can be achieved as
                              evidenced  by the final construction schedule. PCL
                              to  present  a  final  construction  schedule   to
                              Lender.  This  final  schedule will be reviewed by
                              Lender  and its third party construction inspector
                              and  must   be   acceptable   in   all   respects.
                              Additionally,  a matrix must be approved by Lender
                              that  demonstrates  on  a  unit-by-unit basis that
                              each  unit under contract will be delivered within
                              twenty-four (24) months from the date of contract,
                              and  not  less  than three (3) months prior to the
                              required   delivery   date   contained   in   each
                              respective   purchase   and   sale  agreement.  No
                              extension  of  such  contracts may be made without
                              Lender's approval.

                         5.   Borrowers  shall  provide  Lender  with  monthly
                              Project sales updates.

                         6.   Borrowers  and  the  Guarantor(s)  shall  submit
                              to  Lender:  (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 Malcolm J.
                              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  Borrowers and Guarantors with
                              the  exception   of  Malcolm  J.   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 Borrowers or, in the case of each
                              of  the  Guarantors'  financial statements, by the
                              Guarantor  to  whom it relates. In addition, prior
                              to  the  Date  of  Closing and then not later than
                              sixty (60) days before the end of each fiscal year
                              of  Borrowers,  Borrowers  shall deliver to Lender
                              the  Project's updated annual operating budget for
                              the  following  fiscal  year.  Within fifteen (15)
                              days  following  the  end of each month, Borrowers
                              shall  deliver  to  Lender:  (i) monthly unaudited
                              operating  cash  flow  statements for the Project,
                              certified  as  true,   complete   and  correct  by
                              Borrowers  showing actual sources and uses of cash
                              during  the  preceding  month,  and (ii) a current
                              rent  roll  and  a summary of all leasing activity
                              then  taking  place  with  respect to the Project,
                              particularly  describing the status of all pending
                              lease.

<PAGE>

                              negotiations,  if  any.  Borrowers  and  the
                              Guarantors shall provide such additional financial
                              information  Lender reasonably requires. Borrowers
                              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.

                         7.   Borrowers  shall  erect  a  sign  on  the  Land
                              indicating  that  the  Lender  is  the  source  of
                              financing  for  the  Project  and  to use the Loan
                              Amount,  Borrowers'  name  and Project location in
                              any  advertisement.  Borrowers shall pay the costs
                              and expenses associated with such sign.

                         8.   Until  the  Loan  is  paid  in  full,  neither the
                              Borrowers  nor any Guarantor(s) shall, without the
                              prior  written  consent  of  the  Lender,  create,
                              effect,  consent  to, attempt, contract for, agree
                              to  make,  suffer  or permit any conveyance (other
                              than  leases  for  portions  of the Project in the
                              ordinary  course  of  business), sale, assignment,
                              transfer,   lien,   pledge,   mortgage,   security
                              interest,   encumbrance   or  alienation  of,  the
                              Project,  or  any  interest  in  or portion of the
                              Project,  or  any interest in the Borrowers, which
                              is  effected  directly,  indirectly,  voluntarily,
                              involuntarily,  or  by  operation  of  law  or
                              otherwise.

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

                         10.  $9,090,130.00   of   the  CDD   proceeds  must  be
                              utilized  to  purchase  the  Land from the current
                              owner,  an  entity  related  to  the Borrowers and
                              then,  concurrently,  the  Borrowers  shall  cause
                              $7,687,676.00  of such funds to be utilized in the
                              Project  with  the  remaining  $1,402,454.00 to be
                              placed  in  a  collateral account to be pledged as
                              additional  security  for the Loan. Borrowers must
                              demonstrate  to Lender's satisfaction that all CDD
                              funds  will  be  utilized  for  qualified  project
                              costs,  and  in  accordance  with  the sources and
                              uses. Borrower shall assign to Lender any proceeds
                              received   from   the  funding   of  approximately
                              $26,050,000.00   of   Special  Assessment  Capital
                              Improvement Bonds (the "Bonds") for Phase I issued
                              by  the  Westridge  Community Development District
                              (the "CDD").

                         11.  Borrower   shall   provide   satisfactory
                              agreements  related  to  the CDD Bond issuance and
                              proceeds  required  among  the  CDD, the Borrower,
                              Lender, the Bond Trustee, and any other associated
                              parties.  Further, during the term of the Loan, no
                                        ----------------------------------------
                              additional  funding  under CDD shall be permitted,
                              --------------------------------------------------
                              and  Borrowers'  shall not seek to amend or modify
                              --------------------------------------------------
                              the CDD. or the documents related thereto, without
                              --------------------------------------------------
                              Lender's consent. which may be granted or withheld
                              --------------------------------------------------
                              in Lender's sole discretion.
                              ---------------------------

<PAGE>

                         12.  To  the  extent  assignable,  Borrower  shall
                              assign  to  Lender  all  contracts,  agreements,
                              proceeds  related  to  the  CDD and any associated
                              bond offerings.

                         13.  Borrower   shall   form   a   to-be-determined
                              limited liability company ("LLC-6") and shall fund
                              LLC-6  with cash or comparable liquid assets in an
                              amount  equal to or greater than $4,000,000.00, at
                              its  option,  may   elect  to  invest  such  funds
                              directly   the   Bank.   In   either  event,   the
                              $4,000,000.00 must be deposited with the Lender in
                              a  demand  deposit  account  (in LLC-6's name., if
                              applicable)  but  under the Lender's sole dominion
                              and  control, and said account shall be pledged as
                              additional  security for the Loan. The account, as
                              well  as the LLC-6 Guaranty, will be released upon
                              full repayment of the Loan.

                         14.  All  project-related  accounts  of  the  Borrowers
                                   ---------------
                              shall  be  maintained  with  Lender, and all funds
                                                           ------
                              thereon  shall  be  pledged  as collateral for the
                              Loan.

                         15.  In  addition  to  the  sums  described  in Section
                              14,  above,  Borrowers  and/or  Guarantors   shall
                              deposit  $4,000,000.00  cash  in  a demand deposit
                              account  under  the  Lender's  sole  dominion  and
                              control,  and  said  account  shall  be pledged as
                              additional security for the Loan. The account will
                              be released upon full repayment of the Loan.

                         16.  Borrowers    shall   not    obtain    subordinate
                              financing unless approved by Lender.

                         17.  Lender   must   review    and   approve   of   all
                              condominium  documents,  homeowners'   association
                              documents,     management   agreements   and   CDD
                              documents,  and  the condominium documents must be
                              approved  by  all  applicable  state  agencies and
                              filed with the State of Florida.

                         18.  Assignment  of  the  operating  agreement  between
                              American  Leisure  Hospitality  Group  and Sonesta
                              Orlando, Inc.

                         19.  Satisfactory  OF  AC  and  Patriot  Act  searches.
                              Borrowers  and  Guarantors  shall  cooperate  with
                              Lender  and  provide  all information necessary to
                              complete  searches. Borrowers and Guarantors shall
                              complete  the information attached as Exhibit "G".
                                                                    ------------

                         20.  Borrowers,   or   the  escrow  agent  utilized  by
                                            ------------------------------------
                              Borrowers   for  such   purpose,  shall  open  and
                              -----------------------------
                              maintain  a  depository  account  with  Lender for
                              deposits  associated  with the Project and for any
                              other portions of the Resort. Escrow Agent for any
                                                    ------
                              and  all deposits associated with the Project must
                              be acceptable to Lender.

                         21.  General   Contractor   will   be   required   to
                              demonstrate  full  payment and performance bonding
                              or  Subguard  insurance  from  Zurich  in  a  form
                              approved by Lender.

<PAGE>

                         22.  PCL's  construction   schedule  must   demonstrate
                              that  units can be delivered in July 2006 and each
                              month thereafter to be consistent with the revised
                              paydowns.

                         23.  Upon  pay-off   of   the  Phase  I  Loan,  in  the
                              ----                                       -------
                              event  the  concurrent real estate  loan  made  by
                              -----                  ---- ------              --
                              Lender  to  a  related borrower with regard to the
                              ------
                              Phase  II  portion  of  the  Resort (the "Phase II
                                                      ---  ------       ----- --
                              Loan"),  if  such loan is not then financed with a
                              ----     -------------        ----
                              construction  loan  or otherwise paid-off in full,
                              then  100%  of  the  net  sales  proceeds from the
                              closing  of  Phase  I units after repayment of the
                              Phase I Loan will be required to be applied to the
                              principal  balance  of  the  Phase  II Loan, until
                              paid/refinanced. Notwithstanding the foregoing, in
                              the  event  that:  (i)  the Phase II Loan has been
                              repaid  and  (ii)  the clubhouse and any remaining
                              project  amenities  have  not been financed with a
                              separate loan; then 100% of the net sales proceeds
                              from  the  closing of Phase I units after retiring
                              the  Phase  I  Loan  will  be  held  in  a  Lender
                              controlled  account   to  be   used  to  fund  the
                              construction  of  the  clubhouse and any remaining
                              project amenities.

Items to be Delivered    Borrowers   shall   furnish   the   following
PRE-CLOSING              documentation  to  the  Lender  at  least ten (10)
                         business  days  prior  to  Closing,  all  in form,
                         substance  and   execution  satisfactory   to  the
                         Lender:

                         1.   A  complete  set  of  final  plans  and
                              specifications for development of the Project.

                         2.   A  cost  breakdown  and  itemization  of  all hard
                              and soft costs for the Project and the sources for
                              payment of such costs (herein called the "Budget).
                              This  itemization shall include (i) a summary page
                              indicating  costs of land, site work, construction
                              and  soft  costs  on  an  AIA  G703  form and (ii)
                              detailed  schedules  supporting  the site work and
                              construction  costs  shown  on  the  AIA G703 form
                              according  to  Construction  Standards  Institute
                              Division.  General Contractor shall provide Lender
                              with proof of required insurance.

                         3.   Evidence  that  the  insurance  required  under
                              this Commitment has been obtained.

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


                         5.   All  of  the  Engineer's  or  Architects'
                              Contracts  and  the  General Contractor's contract
                              and  all  other  primary  contracts  related  to
                              construction of the Project.

                         6.   A  list  of  all  known  and  contemplated
                              contractors used for development of the Project.

                         7.   Soil  analysis  (including  drainage)  by  a
                              qualified  engineer  evidencing  that  the  soil
                              condition  is  suitable  for  construction  of the
                              Improvements.

<PAGE>

                         8.   Evidence  of  compliance  with  all  applicable
                              zoning requirements.

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

                         10.  A  Notice  of  Commencement  complying  with
                              applicable law.

                         11.  Architect's  Certificate  of  Compliance  with
                              local  governmental zoning and building ordinances
                              and architect's professional liability insurance.

                         12.  As  applicable,  certified  copy  of  Borrowers'
                              Articles  of  Incorporation,  Articles  of
                              Organization,  Bylaws,  Operating  Agreement,
                              Certificates  of  Good Standing from the Secretary
                              of  the  State  of  Florida  and  resolutions
                              authorizing the action required of the Borrowers.

                         13.  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.

                         14.  The  Borrowers'  and  any  Guarantor's  Federal
                              Tax I.D. Number or Social Security Number.

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

                         16.  Construction  Schedule  setting  forth  the
                              approximate  start  and  finish dates of all major
                              stages of the Project; such schedule shall provide
                              that  the  construction  of the Improvements shall
                              commence  on  or before ninety (90) days after the
                              Date of Closing.

                         17.  Prior  to  disbursement  of  Loan  funds
                              ----------------------------------------
                              pertaining  thereto,  evidence  of  all  building
                              ------------------------------
                              permits  and  governmental approvals necessary for
                              each building to be constructed in the Project.
                              -------------------------------

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

                         19.  Performance  and  payment  bonds  and/or
                                                                ------
                              'subguard' insurance policy satisfactory to Lender
                              ---------------------------
                              in form and substance.

                         20.  A   report   from   Lender's   Consultant   (a)
                              demonstrating  the adequacy of Borrowers' proposed
                              Budget   to   complete   the   Project   and   (b)
                              confirmation  that  the  Construction  Schedule is
                              realistic   and   acceptable   in   all  respects.
                              Additionally,  a matrix must be approved by Lender
                              and  Lender's  Consultant  that  demonstrates on a
                              unit-by-unit  basis  that each unit under contract
                              can  be delivered not less than three months prior
                              to  the  required  delivery date contained in each
                              respective purchase and sale agreement.

                         21.  Federal  and  state  tax  lien,  judgment, UCC and
                              pending  litigation  searches for each Co-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 Loan closing.

<PAGE>

                         22.  A   duly   executed   Architect's  Certificate  in
                              the form OF EXHIBIT "E" attached hereto.

                         23.  Any   and   all   other   documents   reasonably
                              requested by Lender.

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

COMMITMENT               This  Commitment  is  open  for  acceptance  by  the
EXPIRATON:               Borrowers  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 I LOAN CLOSING     The  Loan  shall  be  closed  no  later  than  December
DATE:                    30,  2005,  or this Commitment shall immediately become
                         null  and  void without further notice. As used herein,
                         "Date  of Closing" and "Closing" shall mean that day on
                         which  the  Mortgage  is  filed  for  record  with  the
                         appropriate  county  recorders or clerks, and all other
                         conditions of this Commitment are satisfied.

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 Borrowers.

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

                               BORROWERS;
                               ----------
                               TIERRA DEL SOL RESORT (PHASE 1), L.P., A
                               Florida limited partnership A To Be Formed Entity

                               By: TDSRLP, LLC, a Florida limited liability
                                   Company general partner A To Be Formed Entity

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


                               Its:   Its Proposed Authorized Signatory
                                      ---------------------------------

                               TIERRA  DEL  SOL  (PHASE  2),  L.P.,  a
                               limited  partnership organized under the laws
                               of the State of Florida A To Be Formed Entity

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


                               Its:   Its Proposed Authorized Signatory
                                      ---------------------------------

                               TDS  TOWNHOMES  (PHASE  1),  LLC,  a  Florida
                               limited  liability  company  A  To  Be Formed
                               Entity

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


                               Its:  Its Proposed Authorized Signatory
                                     ---------------------------------

                               TDS  TOWNHOMES  (PHASE  2),  LLC,  a  Florida
                               limited  liability  company  A  To  Be Formed
                               Entity

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


                               Its: Its Proposed Authorized Signatory
                                    ---------------------------------

<PAGE>

                               COSTA  BLANCA  I  REAL  ESTATE,  INC.,  A
                               Florida corporation

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


                               Its: President
                                   --------------------------------


                               COSTA  BLANCA  II  REAL  ESTATE,  LLC.,  A
                               limited liability company organized under the
                               laws of the State of Florida

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


                               Its: President
                                   --------------------------------


                               COSTA  BLANCA  III  REAL  ESTATE,  LLC.,  A
                               limited liability company organized under the
                               laws of the State of Florida

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


                               Its: President
                                   ---------------------------------


                               TDS Amenities, Inc., a Florida Corporation

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

                               Its: President
                                    --------------------------------

                               TIERRA  DEL  SOL  RESORTS,  INC.,  a  Florida
                               corporation

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


                               Its: President
                                   ---------------------------------


                               TDS  CLUBHOUSE,  INC.,  a  corporation
                               organized  under  the  laws  of  the State of
                               Florida

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


                               Its: President
                                   ----------------------------------



<PAGE>

                                   GUARANTORS;


                                   /s/ Malcolm J. Wright
                                   ---------------------
                                   MALCOLM J. WRIGHT

                                   AMERICAN LEISURE HOLDINGS, INC., A
                                   Florida corporation

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


                                   Its: CEO
                                       -------------------------------

<PAGE>