EXHIBIT 10.56





                         AMERICAN LEISURE HOLDINGS, INC.

                                WARRANT AGREEMENT
                                -----------------

                                                          Date:   July 19,  2005
                                                Effective  Date:  July  1,  2004

To  Whom  It  May  Concern:

AMERCIAN  LEISURE  HOLDINGS, INC. ("Company"), for value received, hereby agrees
to  issue  common  stock purchase warrants entitling T. GENE PRESCOTT ("Holder")
and  his  assigns  to  purchase  an aggregate of 100,000 shares of the Company's
common stock ("Common Stock") which vest according to the following schedule: 1)
a warrant to purchase 50,000 shares vests on the Effective Date set forth above;
and,  provided that Holder continues as either a member of the advisory board or
a  Director  of the Company without resigning, refusing to stand for re-election
or  being  terminated or removed with or without cause, 2) a warrant to purchase
25,000  shares  will  vest  on July 1, 2005; and 3) a warrant to purchase 25,000
shares  will  vest on July 1, 2006. Such warrants will be evidenced by a warrant
certificate in the form attached hereto as Schedule 1, Schedule 1.1 and Schedule
1.2  (each of such instruments being hereinafter referred to as a "Warrant," and
such  Warrant and all instruments hereafter issued in replacement, substitution,
combination or subdivision thereof being hereinafter collectively referred to as
the  "Warrant").  The  Warrant  is  (and  will  be)  issued in consideration for
Holder's  services  (and  continued services) as either a member of the advisory
board  or  a  Director  of  the  Company.  The  number of shares of Common Stock
purchasable upon exercise of the Warrant is subject to adjustment as provided in
Section  5  below.  The  Warrant  will  be exercisable by the Warrant Holder (as
defined  below) as to all or any lesser number of shares of Common Stock covered
thereby, at an initial purchase price of $1.02 per share (the "Purchase Price"),
subject  to  adjustment  as provided in Section 5 below, for the exercise period
defined  in  Section  3(a) below. The term "Warrant Holder" refers to the person
whose  name  appears  on  the  signature  page of this Warrant Agreement and any
transferee or transferees of any of them permitted by Section 2(a) below.

1.     REPRESENTATIONS  AND  WARRANTIES.
       --------------------------------

     The Company represents and warrants to you as follows:

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

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

<PAGE>

2.     TRANSFER.
       --------

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

     (b)  REGISTRATION  OF  SHARES.  You  agree  not  to  make any sale or other
          ------------------------
          disposition  of the Shares except pursuant to a registration statement
          which  has  become effective under the Act, setting forth the terms of
          such offering, the underwriting discount and commissions and any other
          pertinent  data  with  respect  thereto,  unless you have provided the
          Company  with  an  acceptable  opinion  of  counsel  acceptable to the
          Company  that  such  registration  is  not  required.  Certificates
          representing  the Shares, which are not registered as provided in this
          Section  2,  shall  bear  an  appropriate  legend  and be subject to a
          "stop-transfer" order. You further agree that you will not without the
          prior  written  consent  of the Company, directly or indirectly, offer
          for sale, sell, assign, pledge, issue, distribute, grant any option or
          enter  into any contract for sale of or otherwise dispose of (any such
          action  being  hereafter referred to as a "Transfer") more than 35,000
          Shares  during  any  twelve-month  period  and  that  certificates
          representing  the  Shares  shall  bear an appropriate legend regarding
          this  limitation  on  Transfer.  In  furtherance of the foregoing, the
          Company  and its transfer agent and registrar are hereby authorized to
          decline  to  make  any  Transfer  of the Shares if such Transfer would
          constitute  a violation or breach of this Section 2(b). The provisions
          of  this  Section  2(b)  shall  be binding on the Holder, the assigns,
          heirs,  and  personal  representatives of the Holder and any person or
          entity  to  which  the  Holder  may  transfer  the Warrant pursuant to
          Section  2(a)  and  shall  be  for  the  benefit of the Holder and the
          Company.

     (c)  PIGGYBACK  REGISTRATION  RIGHTS.  The  Company  covenants  and  agrees
          -------------------------------
          with  the  Holder that if, at any time within the period commencing on
          the  date  hereof  and  ending on June 30, 2006, it proposes to file a
          registration  statement  with  respect  to  any  class  of  equity  or
          equity-related  security (other than in connection with an offering to
          the  Company's  employees or in connection with an acquisition, merger
          or  similar  transaction)  under  the Act in a primary registration on
          behalf  of the Company and/or in a secondary registration on behalf of
          holders of such securities and the registration form to be used may be
          used for the issuance or resale of the Shares, the Company will either
          include  the  Shares  in  such  registration  statement or give prompt
          written  notice to the Holders at the address appearing on the records
          of  the  Company of its intention to file a registration statement and
          will  offer  to include in such registration statement, such number of
          Shares with respect to which the Company has received written requests
          for  inclusion  therein  within  twenty  (20) days after the giving of
          notice  by  the  Company.  The  Holder and the Company acknowledge and
          understand  that  the  Company  will  file a secondary registration on
          behalf  of  Stanford  Venture  Capital,  Inc.  ("Stanford"),  that the
          inclusion  of  the Shares in such registration is subject to the prior
          approval  of Stanford, and that Stanford may not approve the inclusion
          of  the  Shares,  in  which  case,  the  Piggyback Registration Rights
          provided in this paragraph will continue pursuant to the terms of this
          paragraph for any subsequent primary or secondary registration.

<PAGE>

3.     EXERCISE  OF  WARRANT,  PARTIAL  EXERCISE.
       -----------------------------------------

     (a)  EXERCISE  PERIOD.  This  Warrant  shall  expire  and  all  rights
          ----------------
          hereunder  shall be extinguished five (5) years from the date on which
          such  Warrant  vests  according  to the Introductory Paragraph of this
          Warrant Agreement.

     (b)  EXERCISE  IN  FULL.  Subject  to  Section  3(a),  a  Warrant  may  be
          ------------------
          exercised  in  full by the Warrant Holder by surrender of the Warrant,
          with  the  Form of Subscription attached hereto as Schedule 3 executed
          by  such Warrant Holder, to the Company c/o David M. Loev, Attorney at
          Law,  2777  Allen  Parkway,  Suite  1000,  Houston,  Texas,  77019,
          accompanied  by  payment  as  determined  by 3(d) below, in the amount
          obtained  by  multiplying  the  number  of  Shares  represented by the
          respective  Warrant  by  the  Purchase  Price  per share (after giving
          effect to any adjustments as provided in Section 5 below).

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

     (d)  PAYMENT  OF  PURCHASE  PRICE.  Payment  of  the  Purchase Price may be
          ----------------------------
          made by any of the following or a combination thereof, at the election
          of the Warrant Holder:

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

          (ii) In  the  event  that  the  Shares  have  not  been  registered
               pursuant  to  Section  2(c),  by  delivery  to  the Company of an
               exercise notice that requests the Company to issue to the Warrant
               Holder  the full number of shares as to which the Warrant is then
               exercisable,  less  the  number  of shares that have an aggregate
               Fair Market Value at the time of exercise, equal to the aggregate
               Purchase  Price  of  the  Shares  to which such exercise relates.
               (This  method  of  exercise  allows  the  Warrant Holder to use a
               portion of the Shares issuable at the time of exercise as payment
               for the Shares to which the Warrant relates and is often referred
               to  as  a "cashless exercise." For example, if the Warrant Holder
               elects to exercise 1,000 Shares at an exercise price of $1.02 (or
               an  aggregate  Purchase  Price of $1,020.00) and the current Fair
               Market  Value of the shares on the date of exercise is $1.50, the
               Warrant Holder can use 680 of the 1,000 shares at $1.50 per share
               to  pay  for  the  exercise of such portion of the Warrant (680 x
               $1.50 = $1,020.00) and receive only the remaining 320 shares.)

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

<PAGE>

4.     DELIVERY  OF  STOCK  CERTIFICATES  ON  EXERCISE.
       -----------------------------------------------

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

5.     ADJUSTMENT  OF  PURCHASE  PRICE  AND  NUMBER  OF  SHARES  PURCHASABLE.
       ---------------------------------------------------------------------

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

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

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

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

<PAGE>

6.     FURTHER  COVENANTS  OF  THE  COMPANY.
       ------------------------------------

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

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

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

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

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

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

     (e)  FRACTIONAL  SHARES.  No  fractional  Shares  are to be issued upon the
          ------------------
          exercise of any Warrant, but the Company shall round any fraction of a
          share to the nearest whole Share.

7.     OTHER  WARRANT  HOLDERS:  HOLDERS  OF  SHARES.
       ---------------------------------------------

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

<PAGE>

8.     MISCELLANEOUS.
       -------------

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

IN WITNESS WHEREOF, the Company has caused this Warrant Agreement to be executed
on  this  19th  day  of  July,  2005, by a duly authorized representative of the
Company.

                                 AMERICAN  LEISURE  HOLDINGS,  INC.

                                 By: /s/ Malcolm J. Wright
                                     -------------------------------
                                 Name:  Malcolm  J.  Wright
                                 Title:  Chief  Executive  Officer


                                 T. GENE  PRESCOTT


                                 /s/ T. Gene Prescott
                                 -----------------------------------
                                 T. Gene  Prescott

<PAGE>

                                                                      SCHEDULE 1

                                     WARRANT
                                     -------

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

                                                       To Purchase 50,000 Shares
                                                                 of Common Stock

                         AMERICAN LEISURE HOLDINGS, INC.

This certifies that, for value received, the hereafter named registered owner is
entitled,  subject  to  the  terms  and  conditions  of  this Warrant, until the
expiration date, to purchase the number of shares (the "Shares") set forth above
of  the  common  stock ("Common Stock"), of AMERICAN LEISURE HOLDINGS, INC. (the
"Company")  from the Company at the purchase price per share hereafter set forth
below,  on  delivery  of this Warrant to the Company with the exercise form duly
executed  and  payment  of  the  purchase  price  (in cash, by certified or bank
cashier's  check  payable  to  the order of the Company or by wire transfer) for
each  Share  purchased.  This  Warrant  is  subject  to the terms of the Warrant
Agreement  between  the  parties  thereto  dated  as  of  July 19, 2005, with an
effective  date  of  July  1,  2004,  the terms of which are hereby incorporated
herein.  Reference  is  hereby  made  to  such  Warrant  Agreement for a further
statement  of  the  rights  of  the  holder  of  this  Warrant.

Registered  Owner:  T. Gene  Prescott                     Date:   July 19,  2005
                                                Effective  Date:  July  1,  2004

Purchase  Price
  Per  Share:        $1.02

Expiration  Date:    June  30,  2009,  5:00  p.m.  Eastern  Standard  Time.

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


                                 AMERICAN  LEISURE  HOLDINGS,  INC.

                                 By: /s/ Malcolm J. Wright
                                     -------------------------------
                                 Name:  Malcolm  J.  Wright
                                 Title:  Chief  Executive  Officer


                                 T. GENE  PRESCOTT


                                 /s/ T. Gene Prescott
                                 -----------------------------------
                                 T. Gene  Prescott

<PAGE>

                                                                    SCHEDULE 1.1

                                     WARRANT
                                     -------

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

                                                       To Purchase 25,000 Shares
                                                                 of Common Stock

                         AMERICAN LEISURE HOLDINGS, INC.

This certifies that, for value received, the hereafter named registered owner is
entitled,  subject  to  the  terms  and  conditions  of  this Warrant, until the
expiration date, to purchase the number of shares (the "Shares") set forth above
of  the  common  stock ("Common Stock"), of AMERICAN LEISURE HOLDINGS, INC. (the
"Company")  from the Company at the purchase price per share hereafter set forth
below,  on  delivery  of this Warrant to the Company with the exercise form duly
executed  and  payment  of  the  purchase  price  (in cash, by certified or bank
cashier's  check  payable  to  the order of the Company or by wire transfer) for
each  Share  purchased.  This  Warrant  is  subject  to the terms of the Warrant
Agreement  between  the  parties  thereto  dated  as  of  July 19, 2005, with an
effective  date  of  July  1,  2004,  the terms of which are hereby incorporated
herein.  Reference  is  hereby  made  to  such  Warrant  Agreement for a further
statement  of  the  rights  of  the  holder  of  this  Warrant.

Registered  Owner:  T. Gene  Prescott                      Date:  July  1,  2005

Purchase  Price
  Per  Share:        $1.02

Expiration  Date:    June  30,  2010,  5:00  p.m.  Eastern  Standard  Time.

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


                                 AMERICAN  LEISURE  HOLDINGS,  INC.

                                 By: /s/ Malcolm J. Wright
                                     -------------------------------
                                 Name:  Malcolm  J.  Wright
                                 Title: Chief  Executive  Officer


                                 T. GENE  PRESCOTT


                                 /s/ T. Gene Prescott
                                 -----------------------------------
                                 T. Gene  Prescott

<PAGE>

                                                                    SCHEDULE 1.2

                                     WARRANT
                                     -------

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

                                                       To Purchase 25,000 Shares
                                                                 of Common Stock

                         AMERICAN LEISURE HOLDINGS, INC.

This certifies that, for value received, the hereafter named registered owner is
entitled,  subject  to  the  terms  and  conditions  of  this Warrant, until the
expiration date, to purchase the number of shares (the "Shares") set forth above
of  the  common  stock ("Common Stock"), of AMERICAN LEISURE HOLDINGS, INC. (the
"Company")  from the Company at the purchase price per share hereafter set forth
below,  on  delivery  of this Warrant to the Company with the exercise form duly
executed  and  payment  of  the  purchase  price  (in cash, by certified or bank
cashier's  check  payable  to  the order of the Company or by wire transfer) for
each  Share  purchased.  This  Warrant  is  subject  to the terms of the Warrant
Agreement  between  the  parties  thereto  dated  as  of  July 19, 2005, with an
effective  date  of  July  1,  2004,  the terms of which are hereby incorporated
herein.  Reference  is  hereby  made  to  such  Warrant  Agreement for a further
statement  of  the  rights  of  the  holder  of  this  Warrant.

Registered  Owner:  T. Gene  Prescott                      Date:  July  1,  2006

Purchase  Price
  Per  Share:       $1.02

Expiration  Date:   June  30,  2011,  5:00  p.m.  Eastern  Standard  Time.

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


                                 AMERICAN  LEISURE  HOLDINGS,  INC.

                                 By:
                                     -------------------------------
                                 Name:  Malcolm  J.  Wright
                                 Title: Chief  Executive  Officer


                                 T. GENE  PRESCOTT



                                 -----------------------------------
                                 T. Gene  Prescott

<PAGE>