March 2007 -- $10,000,000 Promissory Note payable to Stanford International
      Bank, Ltd.

EXHIBIT
    10.138
    PROMISSORY
      NOTE

     

    
      	
              U.S.
                $10,000,000.00

               

            	
              _________,
                2007

               

            


    

    FOR
      VALUE
      RECEIVED, AMERICAN
      LEISURE HOLDINGS, INC,
      a
      Nevada corporation, with its principal address at 2462 Sand Lake Road, Orlando,
      Florida 32809 (“Maker”),
      hereby promises to pay to the order of STANFORD
      INTERNATIONAL BANK, LTD., a
      corporation organized under the laws of Antigua and Barbuda (“Payee”),
      with
      its principal address at 6075 Poplar Avenue, Memphis, Tennessee 38119, the
      principal sum of TEN MILLION DOLLARS ($10,000,000.00) or so much thereof as
      may
      be advanced from time to time, and interest accrued on the balance of principal
      from time to time outstanding, in United States currency, at the rates and
      at
      the times hereinafter described. 

     

    This
      Note
      is issued by Maker pursuant to that certain Credit Agreement of even date
      herewith (the “Credit
      Agreement”)
      entered into between Payee and Maker. This Note evidences the Loan (as defined
      in the Credit Agreement). Payment of this Note is governed by the Credit
      Agreement, the terms of which are incorporated herein by express reference
      as if
      fully set forth herein. Capitalized terms used and not otherwise defined herein
      shall have the meanings given to them in the Credit Agreement.

     

     

    The
      principal amount hereof outstanding from time to time shall bear interest from
      the date of disbursement until paid in full at the Applicable Rate. Interest
      charged hereunder shall not exceed the highest interest presently allowed to
      be
      charged under applicable law or any greater interest which may be charged under
      any amendments to applicable law. All payments hereunder shall be applied first
      to accrued and unpaid interest, and the balance, if any, to principal. Principal
      and interest shall be payable in lawful money of the United States of America
      at
      the address specified above or at such other place as the Payee may designate
      in
      writing, said principal and interest shall be payable in accordance with the
      Credit Agreement. 

     

    The
      indebtedness evidenced hereby shall mature on the Maturity Date. On the Maturity
      Date, the entire outstanding principal balance hereof, together with accrued
      and
      unpaid interest and all other sums evidenced by this Note, shall, if not sooner
      paid, become due and payable. 

     

    It
      is
      agreed hereby that
      upon
      the occurrence of an Event of Default, as defined in the Credit
      Agreement,
      or in
      the event default be made in the performance or compliance with any of the
      covenants and conditions of any security agreement now or hereafter in effect
      securing payment of this Note and
      such default continues for 10 days after written notice of such
      default,
      or upon
      any default in the payment of any sum due by Maker to Payee under any other
      promissory note, security instrument or other written obligation of any kind
      now
      existing or hereafter created; then, in any or all such events, the entire
      amount of principal of this Note with all interest then accrued, shall, at
      the
      option of the holder of this Note and without notice (Maker hereby expressly
      waives notice of such default), become and be due and collectible, time being
      of
      the essence of this Note. If this Note shall not be paid at maturity or
      according to the tenor thereof and strictly as above provided, it may be placed
      in the hands of an attorney at law for collection, and in that event, each
      party
      liable for the payment thereof, as Maker, endorser, guarantor, or otherwise,
      hereby agrees jointly and severally, to pay the holder hereof in addition to
      the
      sums above stated, a reasonable sum as an attorney’s fee, which shall include
      attorney’s fees at the trial level and on appeal, together with all reasonable
      costs incurred. After maturity or default, this Note shall bear interest at
      the
      Default Rate. 

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

     

    Provided
      Payee has not exercised its right to accelerate this Note as hereinabove
      provided, in the event any required payment on this Note is not received by
      Payee within fifteen (15) days after said payment is due, Maker shall pay Bank
      a
      late charge of five percent (5%) of the payment not so received, the parties
      agreeing that said charge is a fair and reasonable charge for the late payment
      and shall not be deemed a penalty.

     

    This
      Note
      may be prepaid in part or in full at any time without penalty upon not less
      than
      ten (10) days’ prior written notice to the Payee. The payment of any larger or
      additional sum in advance of the payments herein required shall not relieve
      the
      Maker of the payment of the regular installments or of any other sums due as
      herein provided.

     

    As
      to
      this Note, and any instruments securing the indebtedness hereunder, the Maker,
      endorsers and guarantors severally waive all applicable exemption rights,
      whether under the State Constitution, homestead laws or otherwise, and also
      severally waive valuation and appraisement, presentment, protest and demand,
      notice of protest, demand and dishonor and nonpayment of this Note, and
      expressly agree that the Maturity Date of this Note, or any payment hereunder,
      may be extended from time to time without in any way affecting the liability
      of
      the Maker, endorsers or guarantors.

     

    Nothing
      herein contained, nor in any instrument or transaction related hereto, shall
      be
      construed or so operate as to require Maker, or any person liable for the
      payment of the Loan made pursuant to this Note, to pay interest in an amount
      or
      at a rate greater than the highest rate permissible under applicable law. Should
      any interest or other charges paid by Maker, or any parties liable for the
      payment of the loan made pursuant to this Note, result in the computation or
      earning of interest in excess of the highest rate permissible under applicable
      law, then any and all such excess shall be and the same is hereby waived by
      the
      holder hereof, and all such excess shall be automatically credited against
      and
      in reduction of the principal balance, and any portion of said excess which
      exceeds the principal balance shall be paid by the holder hereof to Maker and
      any parties liable for the payment of the loan made pursuant to this Note,
      it
      being the intent of the parties hereto that under no circumstances shall Maker,
      or any parties liable for the payment of the Loan hereunder, be required to
      pay
      interest in excess of the highest rate permissible under applicable
      law.

     

    The
      Maker
      expressly grants to the Payee a continuing first lien security interest in
      any
      and all money, general or specific deposits, or property of any such parties
      now
      or hereafter in the possession of the Payee. The Maker hereby authorizes and
      employs the Payee, in its sole discretion, at any time after the occurrence
      of a
      default hereunder to appropriate and, in such order as the Payee may elect,
      apply any such money, deposits or property to the payment hereof or to the
      payment of any and all indebtedness, liabilities and obligations of the Maker
      to
      the Payee or any of the Payee’s affiliates, whether now existing or hereafter
      created or arising or now owned or howsoever after acquired by the Payee or
      any
      of the Payee’s affiliates (whether such indebtedness, liabilities and
      obligations are or will be joint or several, direct or indirect, absolute or
      contingent, liquidated or unliquidated, matured or unmatured, including, but
      not
      limited to, any letter of credit issued by the Payee for the account of any
      such
      parties).

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

     

    MAKER
      AND
      PAYEE HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT MAKER
      OR
      PAYEE OR ANY OTHER MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION
      BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS NOTE AND
      ANY
      DOCUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH OR ANY COURSE
      OF
      CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS
      OF EITHER OR ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE BANK
      ENTERING INTO THIS NOTE.

     

    This
      Note
      is to be construed according to the applicable laws of the State of Florida
      and
      the United States of America.

     

    


     

    
      	 	
              MAKER:

               

              AMERICAN
                LEISURE HOLDINGS, INC., a
                Nevada corporation

               

               

              By:
                _____________________________________      

              Name:
                ____________________________     

              Title:
                _____________________________