Note Modification Agreement with SIBL (December 2006)


    
      

    
EXHIBIT
    10.128
    


    NOTE
      MODIFICATION AGREEMENT

    


    


    THIS
      AGREEMENT is dated as of December 31st,
      2006,
      among STANFORD INTERNATIONAL BANK LIMITED, an Antiguan banking corporation
      (“SIBL”), and AMERICAN LEISURE HOLDINGS, INC., a Nevada corporation (“ALHI”),
      REEDY CREEK ACQUISITION COMPANY, LLC, a Florida limited liability company
      (“RCAC”), AMERICAN LEISURE MARKETING & TECHNOLOGY, INC., a Florida
      corporation (“ALMT”), ORLANDO HOLIDAYS, INC., a Florida corporation (“OHI”),
      AMERICAN LEISURE, INC., a Florida corporation (“AL”), WELCOME
      TO ORLANDO, INC.,
      a
      Florida corporation (“WTO”), AMERICAN
      TRAVEL & MARKETING GROUP, INC.,
      a
      Florida corporation (“ATMG”), HICKORY
      TRAVEL SYSTEMS, INC.,
      a
      Delaware corporation (“HTS”), CARIBBEAN
      LEISURE MARKETING LIMITED,
      an
      Antiguan limited company (“CLM”), CASTLECHART
      LIMITED,
      a
      United Kingdom private limited company (“CC”), and MALCOLM
      J. WRIGHT
      (“Wright”).

     

    RECITALS

    


    
      	
            	A.	
              SIBL
                is the owner and holder of the following Promissory
                Notes:

            


    

    


    
      	
            	1.	
              $15,300,000.00
                Fourth Renewed, Amended and Increased Promissory Note dated January
                31,
                2007, originally issued by RCAC in favor of SIBL (the “$15,300,000
                Note”).

            


    

     

    
      	
            	2.	
              $3,000,000
                Promissory Note dated June 17, 2004, originally issued by ALMT, OHI,
                AL,
                WTO, ATMG, HTS, and ALHI in favor of SVCH, which note has been assigned
                by
                SVDH to SIBL effective as of November 30, 2004 (the “$3,000,000
                Note”).

            


    

     

    
      	
            	3.	
              $1,355,000
                Second Renewal Promissory Note date as of December 13, 2004, originally
                issued by CLM, CC and ALHI in favor of SVCH, which note has been
                assigned
                by SVCH to SIBL effective as of November 30, 2004 (the “$1,355,000
                Note”).

            


    

     

    
      	
            	4.	
              $305,000
                Secured Promissory Note dated as of September 7, 2005, issued by
                CLM, CC
                and ALHI in favor of SIBL (the “$305,000
                Note”).

            


    

     

    
      	
            	B.	
              Wright
                is the Chief Executive Officer and a major stockholder of ALHI and
                directly or indirectly owns a substantial equity interest in the
                obligors
                (the “Borrowers”) under the above-described promissory notes (each a
                “Note”; collectively the “Notes”).

            


    

     

    
      	
            	C.	
              Wright
                is the guarantor of the $15,300,000
                Note.

            


    

     

    
      	
            	D.	
              Wright
                and the Borrowers have requested that SIBL grant certain extensions
                of the
                payments required under the Notes, and SIBL is agreeable to
                same.

            


    

     

    NOW,
      THEREFORE, in consideration of the mutual covenants contained herein and other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties agree that the forgoing recitals are true and correct
      and further acknowledge and agree as follows:

     

    
      	
            	1.	
              The
                Maturity Date of the $15,300,000 Note is hereby extended to January
                1,
                2008. Interest on the $15,300,000 Note has been paid through September
                30,
                2006. Interest accrued from October
                1, 2006 through January 1, 2008 shall be due and payable on January
                1,
                2008. No payments shall be required prior to January 1,
                2008.

            


    

     

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

     

    
      	
            	2.	
              The
                Maturity Date of the $3,000,000 Note is hereby extended to January
                1,
                2008. Interest on the $3,000,000 Note has been paid through September
                30,
                2006. Interest accrued from October 1, 2006 through January 1, 2008
                shall
                be due and payable on January 1, 2008. No payments shall be required
                prior
                to January 1, 2008.

            


    

     

    
      	
            	3.	
              The
                Maturity Date of the $1,355,000
                Note
                is hereby extended to January 1, 2008. Interest on the $1,355,000
                Note
                has been paid through September 30, 2006. Interest accrued from October
                1,
                2006 through January 1, 2008 shall be due and payable on January
                1, 2008.
                No payments shall be required prior to January 1,
                2008.

            


    

     

    
      	
            	4.	
              The
                Maturity Date of the $305,000
                Note
                is hereby extended to January 1, 2008. Interest on the $305,000
                Note
                has been paid through September 30, 2006. Interest accrued from October
                1,
                2006 through January 1, 2008 shall be due and payable on January
                1, 2008.
                No payments shall be required prior to January 1,
                2008.

            


    

     

    
      	
            	5.	
              Wright
                hereby consents to the modifications of the Notes set forth above
                and
                reaffirms his unconditional Guaranty of the $15,300,000
                Note.

            


    

     

    
      	
            	6.	
              SIBL
                hereby waives any defaults arising under the Notes prior to the date
                of
                this Agreement attributable to the failure of the Borrowers to make
                payments of interest due under the Notes prior to the date of this
                Agreement.

            


    

     

    
      	
            	7.	
              Except
                as specifically modified herein, all terms of the Notes and the other
                agreements relating thereto shall remain in full force and
                effect.

            


    

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
      and
      year first above written.

     

    

      
        	 	
                STANFORD
                  INTERNATIONAL BANK 

                LIMITED,
                  an Antiguan banking corporation

                 

                By: 

                Name: 

                Title: 

              


      



     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    


    
      	
              AMERICAN
                LEISURE HOLDINGS, INC., a

              Nevada
                corporation 

               

               

              By:
                

              Malcolm
                J. Wright, 

              its
                Chief Executive Officer

            
	
               

              REEDY
                CREEK ACQUISITION 

              COMPANY,
                LLC, a
                Florida limited liability

              company
                

               

               

              By:
                

              Malcolm
                J. Wright, its Manager

            
	
               

              AMERICAN
                LEISURE MARKETING &

              TECHNOLOGY,
                INC., a
                Florida corporation 

               

               

              By:
                

              Malcolm
                J. Wright, its President

            
	
               

              ORLANDO
                HOLIDAYS, INC., a
                Florida 

              corporation
                

               

               

              By:
                

              Malcolm
                J. Wright, its President

            
	
               

              AMERICAN
                LEISURE, INC., a
                Florida

              corporation
                

               

               

              By:
                

              Malcolm
                J. Wright, its President