Modification and Reaffirmation of Guaranty and Environmental Indemnity Agreement
      (January 2007)


    
      

    

    Exhibit
      10.133

    
 

    


    MODIFICATION
      AND REAFFIRMATION OF GUARANTY AND ENVIRONMENTAL INDEMNITY
      AGREEMENT

    


    


    THIS
      MODIFICATION AND REAFFIRMATION OF GUARANTY AND ENVIRONMENTAL INDEMNITY AGREEMENT
      is
      executed as of the 31st
      day of
      January, 2007, by MALCOLM
      J. WRIGHT
      having
      an office at 2460 Sand Lake Road, Orlando, Florida 32809, and AMERICAN
      LEISURE HOLDINGS, INC., a
      Nevada
      corporation (collectively, jointly and severally, the "Guarantor"), in favor
      of
STANFORD
      INTERNATIONAL BANK, LTD.,
      having
      an office at No. 11, Pavilion Drive, St. Johns, Antigua, West Indies (the
      "Lender").

     

    WITNESSETH,
      THAT:

     

    WHEREAS,
      the
      Lender has previously extended a $13,420,000.00 loan (hereinafter referred
      to as
      the “Existing Loan”), to REEDY
      CREEK ACQUISITION COMPANY, LLC, a
      Florida
      limited liability company (hereinafter referred to as “Borrower”),
      and

     

    WHEREAS,
      the
      Existing Loan is evidenced by a Second Renewal, Amended and Increased Promissory
      Note dated December 22, 2006 in the amount of $13,420,000.00 and secured by:
      (i)
      that certain Mortgage and Security Agreement, recorded in Official Records
      Book
      2855, at Page 1243 (the “Mortgage”); (ii) an Assignment of Leases, Rents and
      Profits, recorded
      in Official Records Book 2855, Page 1280 (the “Assignment”); and (iii) a UCC-1
      Financing Statement recorded in Official Records Book 2855, Page 1291 (the
      “Financing Statement”); all of the foregoing modified by that certain Mortgage
      Modification Agreement and Future Advance Certificate recorded in Official
      Records Book 3034, at Page 2915, that certain Second Mortgage Modification
      Agreement and Future Advance Certificate recorded in Official Records Book
      3345,
      at Page 2054, and that certain Third Mortgage Modification Agreement and Future
      Advance Certificate dated December 22, 2006, all of the foregoing instruments
      being filed amongst the Public Records of Osceola County, Florida; and (iv)
      other loan documents executed in connection with the Existing Loan (the
“Existing Loan Documents”); and

     

    WHEREAS,
      the
      Guarantor has previously guaranteed the prompt payment and performance of the
      Existing Loan, pursuant to the terms that certain Unlimited Continuing and
      Unconditional Guaranty executed by the Guarantor dated July 8, 2005 and as
      modified and reaffirmed by that certain Modification and Reaffirmation of
      Guaranty and Environmental Indemnity Agreement dated the 5th
      day of
      January, 2006 and that certain Modification and Reaffirmation of Guaranty and
      Environmental Indemnity Agreement dated November 22, 2006 and that certain
      Modification and Reaffirmation of Guaranty and Environmental Indemnity Agreement
      dated December 22, 2006 (collectively, the “Guaranty”), and

     

    WHEREAS,
      the
      Guarantor has previously agreed to indemnify and hold Lender harmless from
      any
      environmental damage, pursuant to the terms of that certain Environmental
      Indemnity Agreement dated July 8, 2005 and as modified and reaffirmed by that
      certain Modification and Reaffirmation of Guaranty and Environmental Indemnity
      Agreement dated the 5th
      day of
      January, 2006, that certain Modification and Reaffirmation of Guaranty and
      Environmental Indemnity Agreement dated the November 22, 2006, and that certain
      Modification and Reaffirmation of Guaranty and Environmental Indemnity Agreement
      dated the December 22, 2006 (collectively, the “Indemnity Agreement”) in
      connection with the Existing Loan, and

     

    WHEREAS,
      the
      Borrower has requested the Lender to modify the Existing Loan by granting an
      $1,880,000.00 future advance so as to increase the Existing Loan to
      $15,300,000.00 (the “New Loan”), and as a condition precedent to the
      modification of the Existing Loan, the Lender has required the Guarantor to
      modify and reaffirm the terms of the Guarantor’s Guaranty and Indemnity
      Agreement with regard to the New Loan, and

    


    WHEREAS,
      under
      the
      New Loan the Borrower has executed certain documents modifying the Existing
      Loan
      Documents including but not limited to a Fourth Renewed, Amended and Increased
      Promissory Note in the amount of $15,300,000.00, and a Fourth Mortgage
      Modification Agreement and Future Advance Certificate,
      collectively the “New Loan Documents”, and

     

    WHEREAS,
      the
      Existing Loan as modified by the New Loan shall be referred to as the “Loan“,
      and

     

    WHEREAS,
      the
      Existing Loan Documents as modified by the New Loan Documents shall be
      collectively referred to as the “Loan Documents”, and

     

    WHEREAS,
      it
      is in
      the best interests of the Guarantor to facilitate the modification of the
      Existing Loan and the Lender to make the New Loan and the resulting Loan,
      and

     

    NOW,
      THEREFORE, for
      valuable considerations, the receipt and sufficiency of which are hereby
      acknowledged, and to induce the Lender to modify the Existing Loan and to make
      the New Loan and the resulting Loan, the Guarantor agrees as
      follows:

     

    1.  Recitals:
      The
      Guarantor acknowledges that each of the foregoing recitals is true and correct.
      The foregoing recitals are hereby incorporated into this Agreement and made
      a
      material part hereof by this express reference.

     

    2.  Reaffirmation
      of Guaranty:
      The
      Guarantor hereby reaffirms, re-acknowledges and ratifies each and every of
      the
      terms, representations, warranties, covenants and conditions of the Guaranty,
      and agrees to remain bound thereby. Guarantor agrees that all loans or financial
      accommodations currently being extended, renewed or modified by the Lender
      to
      the Borrower shall remain encompassed by the Guaranty, and hereby reaffirms
      and
      ratifies the terms of the Guaranty with respect to each such loan or financial
      accommodation, including, without limitation, the Loan and the Loan
      Documents.

     

    3.  Reaffirmation
      of Indemnity Agreement:
      The
      Guarantor hereby reaffirms, re-acknowledges and ratifies each and every of
      the
      terms, representations, warrants, covenants and conditions of the Indemnity
      Agreement, and agrees to remain bound thereby. Guarantor agrees that all loans
      or financial accommodations currently being extended, renewed or modified by
      the
      Lender to the Borrower shall remain encompassed by the Indemnity Agreement,
      and
      hereby reaffirms and ratifies the terms of the Indemnity Agreement with respect
      to each such loan or financial accommodation, including, without limitation,
      the
      Loan and the Loan Documents. 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    4.  No
      Defenses, Counterclaims Or Setoffs:
      The
      Guarantor acknowledges that as of the date of this Agreement, the Guarantor
      has
      no defenses, counterclaims or claims to rights of offset with respect to the
      repayment of any obligations or indebtedness owed by the Borrower to the Lender
      or the Guarantor’s obligations under the Guaranty or Indemnity Agreement,
      including, without limitation, the Loan and the Loan Documents, or with respect
      to the validity and enforceability of any collateral or security interests
      held
      by the Lender in connection with the Loan and/or as evidenced or secured by
      the
      Loan Documents.

     

    5.  No
      Release:
      The
      Guarantor acknowledges and agrees that no action taken by the Lender subsequent
      to the date hereof shall affect, impair or diminish the Guarantor’s obligations
      under the Guaranty or the Indemnity Agreement.

     

    6.  Reliance:
      The
      Guarantor acknowledges that the Lender is relying upon this Modification and
      Reaffirmation of Guaranty and Environmental Indemnity Agreement in agreeing
      to
      modify the Existing Loan and to make the Loan to the Borrower, and the Guarantor
      intends that the Lender shall rely upon this Modification and Reaffirmation
      of
      Guaranty and Environmental Indemnity Agreement. The Guarantor certifies to
      the
      Lender that the Guarantor is affiliated or associated with the Borrower such
      that the Loan extended by the Lender to the Borrower shall inure to the benefit
      of the Guarantor, and constitute sufficient consideration for the Guarantor’s
      execution of this Agreement. 

     

    IN
      WITNESS WHEREOF, the
      Guarantor has caused this instrument to be duly executed as of the day and
      year
      written above.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

    WITNESS:                                                                                 
                GUARANTOR:

    


    /s/
      Jason
      Williams                                                                                 /s/
      Malcolm J. Wright

                                                                                                    
      Malcolm J. Wright

    ______________________________  

                                                                                       
       American
      Leisure Holdings, Inc.,
      

                                                                                                                  
        a
      Nevada
      corporation

    


    


    /s/
      Jason
      Williams                                                                                 By:
      /s/
      Malcolm J. Wright

                                                                                                    
      Malcolm J. Wright, its CEO

    ______________________________ 

    


    


    STATE
      OF
      FLORIDA                             


                                                                         
      

    COUNTY
      OF Orange_______  

    


    I
      HEREBY CERTIFY
      that the
      foregoing instrument was acknowledged before me this 2ndday
      of
      February, 2007, by Malcolm J. Wright, who is personally known to me or have
      produced driver's licenses issued by the Department of Highway Safety and Motor
      Vehicles as identification and did [did not] take an oath.

    


    /s/
      JK
      Hudson

    Print
      Name: JK Hudson

    NOTARY
      PUBLIC, State of Florida

    Serial
      No: DD459074

    My
      Commission Expires: 8/12/09

    


    STATE
      OF
      FLORIDA                               

                                                                           

    COUNTY
      OF
Orange_______               

    


    I
      HEREBY CERTIFY
      that the
      foregoing instrument was acknowledged before me this 2nd day of
      February, 2007, by Malcolm J. Wright, as CEO of American Leisure
      Holdings, Inc., a Nevada corporation, on behalf of the corporation who is
      personally known to me or have produced driver's licenses issued by the
      Department of Highway Safety and Motor Vehicles as identification and did [did
      not] take an oath.

    


    


    
      /s/
        JK
        Hudson

      Print
        Name: JK Hudson

      NOTARY
        PUBLIC, State of Florida

      Serial
        No: DD459074

      My
        Commission Expires: 8/12/09