Amendement to Stock Purchase Agreement (Harborage)


    
      

    

    Exhibit
      10.129

     

    
 

    AMENDMENT
      TO STOCK PURCHASE AGREEMENT

    


    


    THIS
      AMENDMENT TO STOCK PURCHASE AGREEMENT (hereafter the “Amendment”) is made and
      entered effective as of January 1, 2007 (the “Effective Date”), by and between
      HARBORAGE LEASING CORPORATION, a New Hampshire corporation (“Harborage”), and
      AMERICAN LEISURE HOLDINGS, INC., a Nevada corporation (“AMLH”).

    


    WITNESSETH:

    


    WHEREAS,
      Harborage and AMLH are parties to a certain written Stock Purchase Agreement
      dated December 30, 2005 (the “Purchase Agreement”) pursuant to which Harborage
      sold, and AMLH purchased, certain shares of the common stock of Tierra del
      Sol
      Resort, Inc., a Florida corporation, formerly known as Sunstone Golf Resort,
      Inc., and in exchange therefore, Harborage received, among other things, certain
      shares of AMLH stock (the “AMLH Shares”);

     

    WHEREAS,
      pursuant to the Purchase Agreement, AMLH granted Harborage a put option (the
      “Put Option”) pursuant to which Harborage has the right to require AMLH to
      repurchase any or all of the AMLH Shares;

     

    WHEREAS,
      Harborage and AMLH desire to make an amendment to the Purchase Agreement to
      allow for an extension of time for Harborage to exercise the Put Option as
      more
      fully set forth herein.

    


    NOW
      THEREFORE, in consideration of the mutual promises set forth herein and other
      good and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, and intending to be legally bound hereby, the parties hereby
      agree
      as follows:

    


    1.
       The
      foregoing recitals are hereby restated as if fully set forth herein, and are
      incorporated in, and made a part of, this Amendment by this
      reference.

    


    2. Section
      2.1(b) of the Purchase Agreement is hereby amended to state that Harborage
      shall
      have the right to exercise the Put Option during the period of six (6) months
      commencing twelve (12) months after the Effective Date of this Amendment and
      ending June 30, 2008. Notwithstanding such extension of the period for the
      exercise of the Put Option, the Put Option and the right of Harborage to
      exercise the same shall nevertheless remain subject to the provisions of Section
      2.1(g) of the Purchase Agreement.

    


    3.Except
      as
      specifically modified herein, all other terms of the Purchase Agreement,
      including all other provisions related to the Put Option, are hereby ratified
      by
      the parties and shall remain in full force and effect until such time as the
      obligations of the parties under the Purchase Agreement are terminated in
      accordance with the terms of the Purchase Agreement. Further, the parties
      further agree that the provisions of this Amendment shall not affect the rights
      of Harborage and the obligations of any other parties under any other document
      executed in relation to the Purchase Agreement, including, but not limited
      to,
      that certain Warrant Agreement executed by AMLH and that certain Guarantee
      executed by Malcolm J. Wright.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    


    4. Should
      there be any conflict between the terms of this Amendment and the terms of
      the
      Purchase Agreement, the terms of this Amendment shall control. All defined
      terms
      contained in this Amendment that are not specifically defined herein shall
      have
      the meanings given such terms in the Purchase Agreement.

    


    5. This
      Amendment shall be executed in any number of counterparts, each of which shall
      be deemed an original, but all of which shall constitute one and the same
      instrument.

    


    6. This
      Amendment shall be binding upon and shall inure to the benefit of the parties
      hereto, and their respective successors and permitted assigns.

    


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

     

    Harborage
      Leasing Corporation

    


    


    By:
      /s/ Marie Elena Teraskiewicz

     

    Its:
      Vice President

     

    Name:
      Marie Elena Teraskiewicz

    


    


    American
      Leisure Holdings, Inc.

    


    


    By:
      /s/ Malcolm J. Wright

    Malcolm
      J. Wright

    


    Its:
      CEO                                


    


    


    


    The
      undersigned individual hereby acknowledges and joins in this Amendment, and
      consents to the terms hereof as of the day and year first written
      above.

    


    


    /s/
      Malcolm J.
      Wright                         


    Malcolm
      J. Wright