Amendment No. 2 to $6.2 Million Credit Agreement


     

      
        

      

    

    Exhibit
      10.135

     

    
 

    AMENDMENT
      NO. 2

    TO

    $6.2
      MILLION CREDIT AGREEMENT

    


    THIS
      AMENDMENT is
      dated
      as of January 31, 2007, and relates to the $6,200,000 Credit Agreement dated
      as
      of November 22, 2006, as amended as of December 22, 2006, among STANFORD
      VENTURE CAPITAL HOLDINGS, INC.,
      a
      Delaware corporation, as Lender and AMERICAN
      LEISURE HOLDINGS, INC.,
      a
      Nevada corporation (“ALHI”), TIERRA
      DEL SOL RESORT (PHASE 2), LTD., a
      Florida
      limited partnership, COSTA
      BLANCA II REAL ESTATE, LLC, a
      Florida
      limited liability company, COSTA
      BLANCA III REAL ESTATE, LLC, a
      Florida
      limited liability company, TDS
      TOWN HOMES (PHASE 2) LLC,
      a
      Florida limited liability company, and TDS
      CLUBHOUSE, INC.,
      a
      Florida corporation, as Borrowers (the “Agreement”).

    


    
      	
              1.

            	
              Terms
                defined in the Agreement are used herein as defined
                therein.

            
	 	 
	
              2.

            	
              Section
                2.1 of the Agreement is hereby amended to increase the gross Loan
                amount
                from $6,200,000 to $7,300,000, and Exhibit “B” is hereby amended to read
                as set forth in the updated Exhibit “B” of even date attached
                hereto.

            
	 	 
	
              3.

            	
              Section
                2.2 of the Agreement is hereby amended to provide that interest on
                the
                Note will be payable quarterly in arrears on the 10th
                day following the end of each calendar quarter, with a maturity date
                of
                June 30, 2007.

            
	 	 
	
              4.

            	
              Section
                2.3 of the Agreement is hereby amended to replace $5.42 million with
                $7.3
                million.

            
	 	 
	
              5.

            	
              Except
                as expressly amended herein, all terms and provisions of the Agreement
                shall remain in full force and effect.


            


    

    


    “BORROWERS”

    


    AMERICAN
      LEISURE HOLDINGS, INC.,

    


    By:
      /s/
      Malcolm J. Wright        

    Its:
      CEO        

    Address:
      2460 Sand Lake Rd., Orlando, FL 32809        

    


    TIERRA
      DEL SOL RESORT (PHASE 2), LTD

    


    By:
      /s/ Malcolm J. Wright       

    Its:
              

    Address:
      2460 Sand Lake Rd., Orlando, FL 32809        

    


    COSTA
      BLANCA II REAL ESTATE, LLC

    


    By:
      /s/
      Malcolm J. Wright        

    Its:
      Manager        

    Address:
      2460 Sand Lake Rd., Orlando, FL 32809 

          


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

    COSTA
      BLANCA III REAL ESTATE, LLC

    


    By:
      /s/
      Malcolm J. Wright        

    Its:
      Manager        

    Address:
      2460 Sand Lake Rd., Orlando, FL 32809        

    


    TDS
      TOWN HOMES (PHASE 2), LLC 

    


    By:
      /s/
      Malcolm J. Wright        

    Its:
      Manager        

    Address:
      2460 Sand Lake Rd., Orlando, FL 32809        

    


    TDS
      CLUBHOUSE, INC.

    


    By:
      /s/ Malcolm J. Wright        

    Its:
      President        

    Address:
      2460 Sand Lake Rd., Orlando, FL 32809        

    


    


    "LENDER”

    


    STANFORD
      VENTURE CAPITAL HOLDINGS, INC.

    


    


    By:        

    Its:        

    Address: