AMERICAN LEISURE HOLDINGS, INC.
CREDIT AGREEMENT - $6,200,000 CREDIT FACILITY
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>10
<FILENAME>ex10-9.txt
<DESCRIPTION>CREDIT AGREEMENT - $6,200,000 CREDIT FACILITY
<TEXT>
Exhibit 10.9




                                CREDIT AGREEMENT

                           $6,200,000 CREDIT FACILITY

                                  BY AND AMONG

                        AMERICAN LEISURE HOLDINGS, INC.,
                              A NEVADA CORPORATION
                                       AND
                      TIERRA DEL SOL RESORT (PHASE 2), LTD,
                                       AND
                        COSTA BLANCA II REAL ESTATE, LLC,
                      A FLORIDA LIMITED LIABILITY COMPANY,
                                       AND
                       COSTA BLANCA III REAL ESTATE, LLC,
                      A FLORIDA LIMITED LIABILITY COMPANY,
                                       AND
                          TDS TOWN HOMES (PHASE 2) LLC,
                      A FLORIDA LIMITED LIABILITY COMPANY,
                                       AND
                              TDS CLUBHOUSE, INC.,
                             A FLORIDA CORPORATION,
                            COLLECTIVELY, "BORROWERS"

                                       AND

                    STANFORD VENTURE CAPITAL HOLDINGS, INC.,
                             A DELAWARE CORPORATION
                                    "LENDER"




                         DATED AS OF NOVEMBER 22, 2006

<PAGE>

                                CREDIT AGREEMENT

     THIS CREDIT AGREEMENT (the "AGREEMENT"), dated as of November __, 2006 (the
                                 ---------
"EFFECTIVE  DATE"),  is  made  by  and  among AMERICAN LEISURE HOLDINGS, INC., a
 ---------------
Nevada  corporation  ("ALHI"), TIERRA DEL SOL RESORT (PHASE 2), LTD, ("TDSR"),
                       ----
COSTA  BLANCA  II  REAL  ESTATE, LLC ("CB2"), COSTA BLANCA  III REAL ESTATE, LLC
                                       ----
("CB3"),  TDS  TOWN  HOMES  (PHASE  2),  LLC  ("TDS1")  and  TDS CLUBHOUSE, INC.
  ---                                           ----
("TDS2")  (CB2,  CB3,  TDS1and  TDS2 shall be collectively referred to herein as
 -----
"CBI")  (ALHI,  TDSR  and  CBI  shall  be collectively referred to herein as the
"BORROWERs"  and  individually  as  a  "BORROWER")  and STANFORD VENTURE CAPITAL
 ---------                              --------
HOLDINGS,  INC.,  a  Delaware  corporation  (the  "LENDER").
                                                   ------

                               W I T N E S S E T H

     WHEREAS,  the  Borrowers  desire  to obtain a commitment from the Lender to
make  loans  to  the  Borrowers;  and

     WHEREAS, the Lender is willing to extend the commitment to the Borrowers on
the  terms  and  subject  to  the  conditions  hereinafter  set  forth.

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
and  agreements  set  forth  herein,  and  other good and valuable consideration
exchanged  between  the parties, the receipt and sufficiency of which are hereby
acknowledged,  the  parties  hereto  agree  as  follows:

                             ARTICLE I - DEFINITIONS

     Section  1.1  Definitions.  In  addition to terms defined elsewhere in this
                   -----------
Agreement,  the following terms have the meanings indicated which meanings shall
be  equally  applicable to both the singular and the plural forms of such terms:

          1.1.1  "Affiliate"  shall  mean  any  Person (other than a Subsidiary)
                  ---------
     which  directly  or indirectly through one or more intermediaries controls,
     or  is  controlled by or is under common control, with a Borrower, or 5% or
     more  of  the equity interest of which is held beneficially or of record by
     any  of  the  Borrowers  or  a  Subsidiary.  The  term  "control" means the
     possession,  directly of indirectly, of the power to cause the direction of
     the  management  and policies of a Person, whether through the ownership of
     voting  securities,  by  contract  or  otherwise.

          1.1.2  "Agreement"  means  this Credit Agreement, as the same may from
                  ---------
     time  to  time  be  amended.

          1.1.3  "Borrowers"  has  the  meaning  assigned  to  that  term in the
                  ---------
     introduction  to  this  Agreement.

          1.1.4  "Borrowing" shall mean the drawing down by a Borrower of a loan
                  ---------
     or  loans  from  the  Lender  on  any  given  Borrowing  Date.

<PAGE>

          1.1.5  "Borrowing Date" shall mean the date as of which a Borrowing is
                  --------------
     consummated.

          1.1.6  "Business  Day"  shall mean a day on which commercial banks are
                  -------------
     open  for  business  in  the  state  of  Florida.

          1.1.7  "Code"  shall mean the Internal Revenue Code of 1986 as amended
                  ----
     from  time  to  time,  and  the  regulations  and published interpretations
     thereof.

          1.1.8  "Commencement  Date"  shall  mean  the date of execution by the
                  ------------------
     Borrowers  of  this  Agreement.

          1.1.9  "Commission" shall mean the Securities and Exchange Commission.
                  ----------

          1.1.10  "Default"  means  any event which, with the lapse of time, the
                   -------
     giving  of  notice,  or  both,  would  become  an  Event  of  Default.

          1.1.11  "Default  Rate"  shall  mean  15%  per  annum.
                   -------------

          1.1.12  "Director"  shall mean any member of the Board of Directors of
                   --------
     ALHI.

          1.1.13  "Effective  Date"  means  the  date  all  parties  hereto have
                   ---------------
     executed  this  Agreement  and the Loan Documents and Borrower has complied
     with  all  conditions  precedent  thereto.

          1.1.14  "Entity  Authorizations"  shall  mean
                   ----------------------

               (i)  If  any  Borrower  is  a  corporation,  certified  copies of
          Borrower(s)'  and/or  articles of incorporation and bylaws and current
          certificates  of  good  standing  and  certified  resolutions  or
          authorizations as may be required to establish the power and authority
          of  each  Borrower  to  execute,  deliver  and  perform its respective
          obligations  under,  as  the  case  may  be,  the  Loan  Documents.

               (ii)  If  any  Borrower is a limited liability company, certified
          copies  of  Borrower(s)'  articles  of  organization  and  operating
          agreement  and  current  certificates  of  good standing and certified
          resolutions  or  authorizations  as  may  be required to establish the
          power  and  authority of each Borrower to execute, deliver and perform
          its  respective  obligations  under,  as  the  case  may  be, the Loan
          Documents.

          1.1.15  "Event  of  Default"  has the meaning assigned to that term in
                   ------------------
     Section  7.1  hereof.

          1.1.16  "Exchange  Act"  shall mean the Securities and Exchange Act of
                   -------------
     1934,  as  amended.

<PAGE>

          1.1.17  "Governmental  Authority" shall mean any court, board, agency,
                   -----------------------
     commission,  office  or  authority  of  any  nature  whatsoever  or  any
     governmental  unit  (federal,  state,  county, district, municipal, city or
     otherwise)  whether  now  or  here-after  in  existence.

          1.1.18 "Indebtedness" of any Person shall mean (i) all indebtedness or
                  ------------
     liability  for  borrowed  money  or  for the deferred purchase price of any
     property  (including  accounts  payable  to trade creditors under customary
     trade  credit  terms)  or  services  for  which  the  Person  is  liable as
     principal,  (ii)  all  indebtedness  (excluding  unaccrued finance charges)
     secured  by  a  Lien  on  property  owned or being purchased by the Person,
     whether  or  not  such  indebtedness shall have been assumed by the Person,
     (iii)  any  arrangement  (commonly  described  as  a  sale-and-leaseback
     transaction)  with  any  financial  institution or other lender or investor
     providing  for  the leasing to the Person of property which at the time has
     been  or  is  to  be  sold  or  transferred  by the Person to the lender or
     investor,  or  which has been or is being acquired from another Person, and
     (iv)  all obligations of partnerships or joint ventures in respect of which
     the  Person  is  primarily  or  secondarily  liable  as  a partner or joint
     venturer  or  otherwise  (provided  that  in  any  event  for  purposes  of
     determining  the  amount  of  the  Indebtedness,  the  full  amount of such
     obligations,  without  giving  effect  to  the  contingent  liability  or
     contributions  of  other  participants in the partnership or joint venture,
     shall  be  included).

          1.1.19  "Inventory"  shall  mean  any  and all goods, supplies, wares,
                   ---------
     merchandise, and other tangible personal property, including raw materials,
     work  in process, supplies and components, and finished goods, whether held
     for  sale  or  otherwise or to be furnished under any contract for service,
     and also including any products of and accessions to inventory, packing and
     shipping  materials,  and  all  documents  of  title, whether negotiable or
     non-negotiable,  representing  any  of  the  foregoing,  and  the insurance
     proceeds  from  any  of  the  foregoing.

          1.1.20  "Investments"  shall  mean,  with  respect  to any Person, all
                   -----------
     advances,  loans or extensions of credit to any other Person, all purchases
     or  commitments  to  purchase  any stock, bonds, notes, debentures or other
     securities  of  any  other  Person,  and  any  investment in other Persons,
     including  partnerships  or  joint  ventures.

          1.1.21  "Lender"  has  the  meaning  assigned  to  that  term  in  the
                   ------
     introduction  to  this  Agreement.

          1.1.22  "Lien"  shall  mean  a  mortgage, pledge, lien, hypothecation,
                   ----
     assignment,  security  interest  or  other  charge  or  encumbrance  or any
     segregation  of  assets  or  revenues  or  other  preferential  arrangement
     (whether  or  not  constituting  a  security  interest) with respect to any
     present  or  future  assets,  including fixtures, revenues or rights to the
     receipt  of  income  of  the Person referred to in the context in which the
     term  is  used.

          1.1.23  "Loan"  shall  mean the aggregate principal amount advanced by
                   ----
     the  Lender as a loan or loans to the Borrowers under Article 2 and Article
     6  hereof,  or,  where  the  context  so  requires.

<PAGE>

          1.1.24  "Loan  Documents"  shall  mean  those  documents  executed  or
                   ---------------
     submitted  in  connection with the Loan, including, without limitation, (i)
     the Note; (ii) this Credit Agreement; (iii) the Mortgage and (iv) all other
     documents  and  instruments executed by any Borrower in connection with the
     Loan  and/or  as  may  be required by Lender or Lender's counsel, including
     those  referred  to  in  Section  6  hereof.

          1.1.25  "Loan  Funding  Period"  shall  mean  the  period  between the
                   ---------------------
     Effective  Date  and  the  Maturity  Date.

          1.1.26  "Maturity  Date"  shall  mean  June  30,  2007.
                   --------------

          1.1.27  "Mortgage"  shall  have  the meaning set forth in Section 2.5.
                   --------

          1.1.28  "Note" shall mean the Promissory Note described in Section 2.2
                   ----
     hereof,  in  the principal amount of $6,200,000 dated the initial Borrowing
     Date  and  payable to the order of the Lender, substantially in the form of
     Exhibit  "A" attached hereto and made a part hereof, and any modifications,
     renewals,  replacements  or  substitutions  therefor made from time to time
     hereafter,  and  to  the  extent  applicable.

          1.1.29  "Obligations"  shall  mean  the  any  and  all  liabilities,
                   -----------
     obligations,  covenants,  duties  and  debts,  owing by the Borrower to the
     Lender,  arising under this Agreement or any other Loan Document, including
     without  limitation,  all  interest,  charges, indemnities, expenses, fees,
     attorneys' fees, filing fees and any other sums chargeable to the Borrowers
     hereunder  or  under  any  other  Loan  Document,  or any other contractual
     agreement  between  the  Lender  and  the  Borrowers.

          1.1.30  "Permitted Liens" shall mean a mortgage, pledge, lien security
                   ---------------
     interest  or  other  charge  or encumbrance or any segregation of assets or
     revenues  or  other preferential arrangement (whether or not constituting a
     security  interest) with respect to any present or future assets, including
     fixtures,  revenues  or  rights  to  the  receipt  of  income of the Person
     referred to in the context in which the term is used which are permitted to
     exist  under  this  Agreement.

          1.1.31  "Person"  shall  mean  any  natural  person,  corporation,
                   ------
     unincorporated  organization,  trust,  joint-stock  company, joint venture,
     association, company, partnership or government, or any agency or political
     subdivision  of  any  government,  or  other  entity  of  whatever  nature.

          1.1.32  "Securities  Act"  shall  mean  the Securities Act of 1933, as
                   ---------------
     amended  and  the  rules  promulgated  thereunder.

          1.1.33  "Subsidiary"  shall mean any Person in which any Borrower or a
                   ----------
     Wholly-Owned Subsidiary may own, directly or indirectly, an equity interest
     of more than 50%, or which may effectively be controlled by any Borrower or
     a  Wholly-Owned  Subsidiary,  during the term of this Agreement, as well as
     all  Subsidiaries  and  other  Persons  from  time  to time included in the
     consolidated  financial  statements  of  the  Borrowers.

<PAGE>

          1.1.34  "Wholly-Owned  Subsidiary"  shall mean any Subsidiary, 100% of
                   ------------------------
     the  outstanding  capital  stock  of  all  classes of which is owned by the
     Borrowers  and/or  one  or  more  Wholly-Owned  Subsidiaries.

     Section  1.2 Accounting Terms. Accounting terms not specifically defined in
                  ----------------
this  Agreement shall have the meaning given to them under accounting principles
and  practices  generally accepted in the United States, applied on a consistent
basis with the financial statements referred to in Section 3.3 hereof, and shall
be  determined  both  as  to  classification  of items and amounts in accordance
therewith.  All  Subsidiaries  shall  be  consolidated  to  the  fullest  extent
permitted  by such principles and practices, and any accounting terms, financial
covenants  and  financial  statements referred to herein shall be determined and
prepared  on  the  basis  of  such  consolidation.

     Section  1.3  Other  Definitional Provisions. The words "hereof," "herein,"
                   ------------------------------
and  "hereunder"  and  words of similar import when used in this Agreement shall
refer  to  this Agreement as a whole and not to any particular provision of this
Agreement,  and Section, Subsection and Exhibit references are to this Agreement
unless  otherwise  specified.

                                ARTICLE II - LOAN

     Section 2.1 Loan. Lender shall loan to ALHI a gross amount of $6,200,000 in
                 ----
accordance  with  the  draw  schedule  attached hereto as Exhibit "B;" provided,
                                                          ----------
however, that all draw requests must be approved by an independent consultant to
be  retained  by Lender (the "CONSULTANT"), in his sole and absolute discretion.
                              ----------
The  Borrowers  shall pay the Consultant's reasonable fees and expenses promptly
upon  receipt  of  the  invoice  therefor.

     Section  2.2 Note. In consideration of the Loan, the Borrowers, jointly and
                  -----
severally, shall execute and deliver in favor of Lender a promissory note in the
form  and  content  substantially  the  same  as attached as Exhibit "A," with a
                                                             ----------
maturity  date  of  June  30, 2007, and bearing interest on the principal amount
outstanding  from  time  to  time  at  an annual rate of 12%, payable monthly in
arrears  on  the __ day of each month, with the first payment due and payable on
December  __,  2006  (the  "NOTE")
                            ----

     Section 2.3 Use of Proceeds. The Borrowers will use the net proceeds of the
                 ---------------
Loan first to pay all principal, interest and other charges outstanding pursuant
to  the  $4.3 million Credit Agreement of even date between ALHI and Reedy Creek
Acquisition Company, LLC, as Borrowers, and Stanford International Bank Limited,
as  Lender,  and then for (i) construction of the pool complex at the Tierra del
Sol Phase One project, (ii) furniture, fixtures and equipment, (iii) general and
administrative  expenses, (iv) interest and financing costs relating to existing
loans  from Lender and its Affiliates to ALHI and its Affiliates, and (iv) other
corporate  expenses and a contingency reserve, all in accordance with the budget
more  fully  set  forth  on  Exhibit  "B."
                             -----------

     Section  2.4  Expenses.  Immediately  upon the execution of this Agreement,
                   --------
Borrowers  shall pay to Lender a placement fee of $186,000 (3% of the gross Loan
amount) (the "PLACEMENT FEE") plus all of Lender's reasonable costs and expenses
              -------------
incurred  in  connection  with  the  Loan,  not  to  exceed  $50,000.

<PAGE>

     Section  2.5  Mortgage.  In  order to secure payment of the Note, CBI shall
                   --------
execute and deliver to Lender a first mortgage on certain real property owned by
CBI  located  in  Orange  County, Florida, and described on Exhibit "C" attached
                                                            ----------
hereto  (the  "PROPERTY")  in  form  and  substance  acceptable  to  Lender.
               --------

     Section  2.6  Guaranty.  ALHI's  chairman,  Malcolm  Wright,  shall
                   --------
unconditionally  guarantee  payment  of  the  Note pursuant to the execution and
delivery  of  a  Guaranty  in  form  and  substance  acceptable  to  Lender (the
"GUARANTY").
 --------

                  ARTICLE III - REPRESENTATIONS AND WARRANTIES

     In  order to induce the Lender to enter into this Agreement and to make the
Loan  provided  for herein, the Borrowers make the following representations and
warranties  to  the  Lender,  all  of  which are true and correct as of the date
hereof  and shall be true and correct as of the date of each draw of Loan funds,
and all of which shall survive the execution and delivery of this Agreement, the
Note  and  the  other  Loan  Documents:

     Section  3.1  Corporate  Existence  and  Power. The Borrowers are each duly
                   --------------------------------
organized  validly  existing  and  in  good  standing  under  the  laws of their
respective  states  of  organization  and  each is duly qualified or licensed to
transact  business  in  all  places  where  such  qualification  or  license  is
necessary.  Each Borrower has the power to enter into and perform this Agreement
and the Loan Documents, to the extent that each has executed such documents, and
this Agreement does, and the Loan Documents when duly executed and delivered for
value will, constitute the legal, valid and binding obligations of the Borrowers
enforceable  in  accordance  with  their  respective  terms.

     Section  3.2 Authority. The making and performance by the Borrowers of this
                  ---------
Agreement,  the  Note, the Loan Documents, and any additional documents pursuant
hereto, has been duly authorized by all necessary legal action of the Borrowers,
and  does  not  and  will not violate any provision of law or regulation, or any
writ,  order  or  decree  of  any  court,  governmental, regulatory authority or
agency,  and  does  not  and will not, with the passage of time or the giving of
notice,  result  in  a breach of, or constitute a default or require any consent
under,  or  result  in  the creation of any lien, charge or encumbrance upon any
property  or assets of the Borrowers, pursuant to any instrument or agreement to
which  any Borrower is a party or by which any Borrower or its properties may be
bound  or  affected.

     Section 3.3 Financial Condition. The financial statements of ALHI set forth
                 -------------------
in  the  ALHI  SEC  Filings (as hereinafter defined) were prepared in accordance
with generally accepted accounting principles consistently applied, are complete
and  correct  and fairly present the consolidated financial condition of ALHI as
of that date. Other than as disclosed by those financial statements, ALHI has no
direct  or  contingent obligations or liabilities which would be material to the
financial  position  of  ALHI, nor any material unrealized or anticipated losses
from any commitments of ALHI. Since the date of such financial statements, there
has  been  no  material adverse change in the business or financial condition of
any  Borrower.

     Section  3.4  SEC  Filings. As of the date hereof, none of the filings made
                   ------------
with  the SEC by ALHI since July 1, 2002 (the "ALHI SEC FILINGS"), contained any
                                               ----------------
untrue  statement  of  a  material  fact or to the best of Borrowers' knowledge,

<PAGE>

omitted any material fact required to be stated therein or necessary to make the
statements  made therein, in light of the circumstances in which they were made,
not misleading, except to the extent such filings have been prior to the date of
this Agreement corrected, updated or superseded by a document subsequently filed
with  Commission.  ALHI  has  furnished or made available to the Lender true and
complete copies of all the documents it has filed with the Commission since July
1, 2002, all in the forms so filed, except correspondence with the Commission in
response  to  inquiries.

     ALHI  has  filed  all  filings  required  by law or regulation and the ALHI
filings  comply in all material respects with the requirements of the Securities
Act  and  the  Exchange  Act,  and  the  rules and regulations of the Commission
promulgated  thereunder,  as  the  case may be, and none of the filings with the
Commission  contain any untrue statement of a material fact or omit any material
fact  required  to  be  stated  therein or necessary to make the statements made
therein,  in light of the circumstances in which they were made, not misleading.

     Section  3.5  Full  Disclosure.  The  financial  statements  referred to in
                   ----------------
Section 3.3 do not, nor does this Agreement, nor any written statement furnished
by  any  Borrower  to  the  Lender  in  connection  with the negotiation of this
Agreement or the Loan, contain any untrue statement of a material fact or omit a
material  fact  necessary to make the statements contained therein or herein not
misleading. There is no fact which any Borrower have not disclosed to the Lender
in  writing  which  materially and adversely affects nor, so far as any Borrower
can  now  foresee,  is  reasonably  likely  to prove to materially and adversely
affect the business or financial condition of any Borrower or the ability of any
Borrower  to  perform  this  Agreement, the Note, the Mortgage or any other Loan
Document.

     Section  3.6  Litigation.  Except  to  the extent disclosed in the ALHI SEC
                   ----------
Filings, there are no suits, actions or proceedings pending, or to the knowledge
of  the  Borrowers, threatened before any court or by or before any governmental
or  regulatory authority, commission, bureau or agency or public regulatory body
against  or  affecting any Borrower which, if adversely determined, would have a
material  adverse effect on the business or financial condition of any Borrower.

     Section  3.7  Payment  of  Taxes.  As  of  the  date  of  execution of this
                   ------------------
Agreement,  federal  income  tax  returns  of each Borrower have been filed with
Internal  Revenue  Service  and  no deficiencies have been assessed. Each of the
Borrowers  has  filed  or caused to be filed, or has obtained extensions to file
all  federal,  state  and  local tax returns which are required to be filed, and
have  paid  or  caused  to  be  paid,  or  have  reserved on their books amounts
sufficient  for  the  payment  of,  all taxes as shown on said returns or on any
assessment  received  by  them,  to  the  extent that the taxes have become due,
except  as  otherwise  permitted by the provisions hereof. Each of the Borrowers
has  set  up  reserves  which  are  reasonably  believed  by each Borrower to be
adequate  for the payment of said taxes for the years that have not been audited
by  the  respective  tax  authorities.

     Section 3.8 No Adverse Restrictions or Defaults. Except as disclosed in the
                 -----------------------------------
ALHI  SEC  Filings,  no  Borrower  is  a party to any agreement or instrument or
subject  to  any  court order or judgment, governmental decree, charter or other
restriction  adversely  and  materially  affecting  its  business, properties or
assets,  operations  or  condition  (financial  or otherwise). No Borrower is in
material  default  in  the  performance, observance or fulfillment of any of the

<PAGE>

obligations,  covenants  or  conditions  contained  in any material agreement or
instrument  to which it is a party or by which any Borrower and their respective
properties,  may  be  bound  or affected, or under any material law, regulation,
decree, order or the like, which default would have a material adverse effect on
such  Borrower.

     Section  3.9  Authorizations.  All  material  authorizations,  consents,
                   --------------
approvals  and  licenses  required  under  applicable  law or regulation for the
ownership  or operation of the property owned or operated by any Borrower or for
the  conduct of business in which any Borrower is engaged, have been duly issued
and  are  in  full  force  and  effect,  and  to  the  best of Borrowers' actual
knowledge,  none  of  the  Borrowers  are  in  default under any material order,
decree, ruling, regulation, closing agreement or other decision or instrument of
any  government  commission,  bureau  or  other  administrative agency or public
regulatory  body  having  jurisdiction  over any of the Borrowers, which default
would  have  a  material  adverse  effect  on any of the Borrowers. No approval,
consent  or  authorization  of  or  filing or registration with any governmental
commission,  bureau  or  other  regulatory  authority or agency is required with
respect to the execution, delivery or performance of this Agreement, the Note or
any  of  the  Loan Documents executed in connection with the making of the Loan,
other  than  filings  required under applicable securities laws which shall have
been  duly  made  by  ALHI  as  of  the  Effective  Date.

     Section  3.10  Title to Property. CBI owns fee simple title to the Property
                    -----------------
free  and clear of all Liens. Each Borrower and each of their Subsidiaries have,
respectively,  good  and marketable fee title to all real property, and good and
marketable  title  to  all  other  property  and assets, reflected in the latest
financial  statements  referred  to  in  Section  3.3  or purported to have been
acquired by any of them subsequent to such date, except property and assets sold
or  otherwise  disposed  of  subsequent  to  such date in the ordinary course of
business.  All  property  and assets of any kind of Borrowers, and each of their
subsidiaries  are  free  from  any  liens  except  as disclosed on the financial
statements  provided  to  the  Lender  and referred to in Section 3.3 hereof and
other  matters  such  as  easements,  covenants,  and  restrictions  that do not
materially  adversely  affect their use or enjoyment of such property. Borrowers
and  each  of their subsidiaries enjoy peaceful and undisturbed possession under
all  of the leases under which they are operating, if any, none of which contain
any provisions that will materially impair or adversely affect the operations of
any  Borrower,  as  the  case  may  be.

     Section  3.11  Indemnification by Borrowers. All of the representations and
                    ---------------------------
warranties of Borrowers, as set forth in this Agreement shall survive the making
of  this Agreement and the full repayment of the Loan; accordingly, in the event
of  any  claims  against Lender, resulting in the breach of any of the foregoing
warranties  and  representations,  each  Borrower  shall  and  hereby  agrees to
indemnify  Lender  for any such claims notwithstanding the full repayment of the
Loan.  Each  and  every  requisition  submitted by Borrower for funds under this
Agreement  shall constitute a new and independent representation and warranty to
Lender with respect to all of the matters set forth in this Agreement, as of the
date  of  such  requisition.

                       ARTICLE IV - AFFIRMATIVE COVENANTS

     The Borrowers covenant and agree that from and after the Effective Date and
until  payment  in full of the principal of and interest on the Note, unless the
Lender  shall  otherwise  consent  in  writing,  each  Borrower  will:

<PAGE>

     Section  4.1  Loan  Proceeds.  Use  the  proceeds of the Loans only for the
                   --------------
purposes  set forth in Section 2.3 and furnish the Lender with all evidence that
it  may  reasonably  require  with  respect  to  such  use.

     Section  4.2  Existence.  Do  or  cause  to be done all things necessary to
                   ---------
preserve  and  keep  in  full  force  and  affect  its  legal existence, rights,
franchises  and  privileges in the jurisdiction of its organization, and qualify
and  remain  qualified  in each jurisdiction where qualification is necessary or
desirable in view of its business operations or the ownership of its properties.

     Section  4.3  Maintenance of Business and Property. Continue to conduct and
                   ------------------------------------
operate  its business substantially as conducted and operated during the present
and  preceding  calendar  year;  at all times maintain, preserve and protect all
franchises  and  trade names and preserve all the remainder of its property used
or  useful  in  the  conduct  of  its business and keep the same in good repair,
working  order  and  condition, and from time to time make, or cause to be made,
all  needful  and  proper  repairs,  replacements,  betterments and improvements
thereto so that the business carried on in connection therewith may be conducted
properly  and  advantageously  at  all  times.

     Section  4.4 SEC Filings. Make all filings as required by federal and state
                  -----------
securities  and  other  laws  and  regulations,  or  by  any domestic securities
exchange  or  trading  market, and provide copies thereof to the Lender promptly
after  such  filing  or  filings.

     Section  4.5  Insurance.  Insure  and  keep insured in good and financially
                   ---------
sound and responsible insurance companies reasonably satisfactory to the Lender,
all  insurable  property  owned by it which is of a character usually insured by
companies  similarly  situated  and  operating  like properties, against loss or
damage  from  such  hazards or risks, including fire, flood and windstorm as are
insured  by  companies  similarly situated and operating like properties, insure
and  keep insured employers' and public liability risks in responsible insurance
companies  to  the  extent  usually insured by companies similarly situated; and
maintain  such other insurance as may be required by law or as may reasonably be
required  in  writing  by  the  Lender.

     Section  4.6  Payment  of  Indebtedness,  Taxes,  Etc.
                   ---------------------------------------

          4.6.1  Pay  all  of  its  indebtedness and obligations promptly and in
     accordance  with  normal  terms;  and

          4.6.2  Pay  and  discharge or cause to be paid and discharged promptly
     all  taxes,  assessments and governmental charges or levies imposed upon it
     or upon its property or upon any part thereof, before the same shall become
     in  default, as well as all lawful claims for labor, materials and supplies
     or  otherwise  which,  if  unpaid,  might become a lien or charge upon such
     properties  or  any part thereof; provided however, that the Borrower shall
     not  be required to pay and discharge or to cause to be paid and discharged
     any  tax, assessment, charge, levy or claim so long as the validity thereof
     shall  be  contested  in  good  faith  by  appropriate  proceedings and the
     Borrower  shall  have set aside on its books adequate reserves with respect
     to  any  tax,  assessment,  charge,  levy  or  claim,  so  contested.

<PAGE>

     Section 4.7 Compliance with Laws. Duly observe, conform and comply with all
                 --------------------
laws,  decisions,  judgments,  rules, regulations and orders of all governmental
authorities relative to the conduct of its business, its properties, and assets,
except those being contested in good faith by appropriate proceedings diligently
pursued; and maintain and keep in full force and effect all licenses and permits
necessary  to  the  proper  conduct  of  its  business.

     Section  4.8 Notice of Default. Upon the occurrence of any Default or Event
                  -----------------
of  Default,  promptly  furnish  written  notice  thereof  to  the  Lender.

     Section  4.9  Inspection.  At  reasonable  times and after reasonable prior
                   ----------
written  notice,  each  Borrower  shall  permit any representatives of Lender to
visit  and  inspect  any of the properties of such Borrower, to examine and copy
all  books  of  account,  records,  reports and other papers, and to discuss the
affairs,  finances  and  accounts  with  Borrower's  employees  and  independent
accountants  at  all  such  reasonable  times  and as often as may be reasonably
requested.

     Section 4.10 Notice of Litigation and Other Proceedings. Give prompt notice
                  ------------------------------------------
in  writing  to  the  Lender  of the commencement of (a) all material litigation
which, if adversely determined, might adversely affect the business or financial
condition  of  the Borrowers; (b) all other litigation involving a claim against
the Borrower for $25,000 or more in excess of applicable insurance coverage; and
(c)  any citation, order, decree, ruling or decision issued by, or any denial of
any  application  or  petition  to,  or  any  proceeding before any governmental
commission, bureau or other administrative agency public regulatory body against
or  affecting  the  Borrower,  or  any  property  of  the Borrower or any lapse,
suspension  or  other termination or modification of any certification, license,
consent  or  other authorization of any agency or public regulatory body, or any
refusal of any thereof to grant any application therefor, in connection with the
operation  of  any  business  conducted  by  any  of  the  Borrowers.

                         ARTICLE V - NEGATIVE COVENANTS

     The  Borrowers  covenant  and agrees that from the Effective Date and until
payment  in full of the principal of and interest on the Note, unless the Lender
shall  otherwise  consent  in  writing,  neither  of  the  Borrowers  will:

     Section 5.1 Limitation of Liens. Except as permitted by the Loan Documents,
                 -------------------
create,  assure,  incur  or  suffer  to  exist  any  Lien  upon,  or transfer or
assignment  of, any of its property or revenues or assets now owned or hereafter
acquired  to  secure  any  Indebtedness  of  obligations,  or  enter  into  any
arrangement  for  the  acquisition  of  any property subject to conditional sale
agreements  or  leases  or other title retention agreements; excluding, however,
from  the  operation of this covenant: (i) deposits or pledges to secure payment
of  worker's  compensation,  unemployment  insurance,  old age pensions or other
social  security;  (ii)  deposits  or  pledges  to  secure  performance of bids,
tenders,  contracts  (other  than contracts for the payment of money) or leases,
public  or  statutory  obligations,  surety or appeal bonds or other deposits or
pledges  for purposes of like general nature in the ordinary course of business;
(iii)  Liens for property taxes not delinquent and Liens for taxes which in good
faith  are  being contested or litigated; (iv) mechanics', carriers', workmen's,
repairmen's  or  other  like  liens  arising  in the ordinary course of business
securing  obligations  which  are not overdue for a period of 60 days or more or
which  are  in  good  faith being contested or litigated; (v) Liens securing the

<PAGE>

unpaid  purchase  price  of  equipment purchased by the Borrower in the ordinary
course  of its business and Liens existing upon assets acquired by the Borrower;
and (vi) any existing Liens reflected in the financial statements referred to in
Section  3.3  hereof.

     Section  5.2 Limitation on Indebtedness. Incur, create, assume or permit to
                  --------------------------
exist  any  Indebtedness,  except

          5.2.1  The  Note  and  any  other  Indebtedness of the Borrower to the
     Lender;

          5.2.2  Indebtedness which is subordinated to the prior payment in full
     of  the  principal of, and interest on, the Note(s) on terms and conditions
     approved  in  writing  by  the  Lender;

          5.2.3 Indebtedness representing the unpaid purchase price of equipment
     purchased  by  the  Borrower  in  the  ordinary  course of its business and
     Indebtedness  existing  upon  assets  acquired  by  the  Borrower;

          5.2.4  Existing  Indebtedness  reflected  in  the  audited  financial
     statements  referred  to  in  Section  3.3  hereof.

     Section  5.3  Mergers,  Consolidations  and Acquisition of Assets. Wind up,
                   ---------------------------------------------------
liquidate,  dissolve,  merge  or consoli-date with any corporation or entity, or
acquire  all  or  substantially all of the assets of any corporation except that
(i)  the Borrower may merge or consolidate with any Subsidiary provided that the
Borrower  is  the  surviving  corporation.

     Section  5.4  Sale,  Lease, Etc. Sell, lease, assign, transfer or otherwise
                   -----------------
dispose  of  any  of  its  assets  or  revenues (other than obsolete or worn-out
personal  property or personal property or real estate not used or useful in its
business)  whether  now  owned or hereafter acquired, other than in the ordinary
course  of  business.

     Section  5.5  Management  and  Ownership. Permit any material change in its
                   --------------------------
ownership  or  management.

     Section  5.6  General.
                   -------

               (i)  engage,  directly  or through other Persons, in any business
          other  than  the  business  now  carried  on;

               (ii)  change  its  certificate  of incorporation, bylaws or other
          charter  documents  except  as  contemplated  hereby;

               (iii)  declare or pay dividends or make any other distribution or
          redeem  any  of  its  equity  securities;  or

               (iv)  enter  into or modify a material related-party transaction.

<PAGE>

        ARTICLE VI - CONDITIONS TO LENDER'S OBLIGATIONS TO MAKE THE LOAN

     The  conditions listed below are precedent to any obligations of the Lender
and  shall be complied with in form and substance satisfactory to Lender and its
counsel  prior  to  the  Lender's obligation to advance any portion of the Loan:

     Section 6.1 Each Advance. The obligation of the Lender to make each advance
                 ------------
pursuant  to  Article 2 herein is subject to no adverse change in the condition,
financial  or otherwise of any of the Borrowers and no default or the occurrence
of  any  event which with notice or passage of time would become a default under
this  Agreement  or  any  of the Loan Documents, and is subject to the following
conditions  precedent,  each  of  which  shall have been met or performed by the
Borrowing  Date:

          6.1.1  Consultant  Approval.  The  Consultant  shall have approved the
                 --------------------
     advance;

          6.1.2  No  Default.  (i)  No  Default  or  Event of Default shall have
                 -----------
     occurred  and  be  continuing  or will occur upon the making of the Loan on
     such  Borrowing  Date,  and  all representations and warranties made by the
     Borrowers  herein  or  otherwise in writing in connection herewith shall be
     true  and  correct  in all material respects with the same effect as though
     the  representations  and  warranties  had  been  made  on  and  as of such
     Borrowing  Date,  and  (ii)  a  certificate  to this effect shall have been
     issued  to  the  Lender  on  such  Borrowing Date by ALHI's Chief Financial
     Officer;  and

          6.1.3  Use  of Proceeds. The Loan proceeds shall have theretofore been
                 ----------------
     applied  in accordance with the Use of Proceeds as set forth in Section 2.3
     hereof.

     Section 6.2 Loan Documents. The appropriate parties shall have executed and
                 --------------
delivered  to  Lender  the  Mortgage  and  the  Guaranty.

     Section  6.3  Note. The Note shall have been duly executed and delivered to
                   ----
the  Lender.

     Section  6.4  Supporting  Documents.  The Borrowers shall have executed and
                   ---------------------
delivered,  or  caused  to  be executed and delivered, to the Lender each of the
certificates and the other Loan Documents and all additional opinions, documents
and  certificates  that  the  Lender  or  its  counsel may require, and all such
opinions,  certificates  and  documents  specified  in  this  Article 6 shall be
reasonably  satisfactory  in  form  and substance to the Lender and its counsel;

     Section  6.5  Property.  Lender shall be satisfied with the title to, value
                   --------
and  condition  of  the  Property  in  its  sole  and  absolute  discretion.

     Section  6.6 Expenses. Borrowers shall have paid all of Lender's reasonable
                  --------
fees  and  expenses  incurred  in  connection with this Agreement, not to exceed
$50,000, together with the Placement Fee. In addition, Borrowers shall have paid
all  applicable  documentary  stamp  taxes, intangible taxes, recording fees and
other  closing  costs.

<PAGE>

     Section  6.7  Pre-Funding  Conditions  and  Requirements.  Borrowers  shall
                   ------------------------------------------
furnish  to Lender each of the following items, satisfactory in form and content
to  Lender,  at  Borrower's  sole  expense  prior  to  any  Loan  disbursements:

          6.7.1  Certificate  of  Status  and  certified  copy  of  Articles  of
     Incorporation/Organization  of Borrowers, issued by the state of formation,
     together  with  certified  copies  of  Borrower's  by-laws/regulations  and
     operating  agreement,  and  a  certificate as to incumbency and adoption of
     authorizing  resolutions  by  each  corporate  member  of  the  Borrower.

          6.7.2  Survey of the Property by a surveyor registered and licensed by
     the  State  of  Florida,  showing  a  state of facts acceptable to Lender's
     counsel, certified to Borrower, Lender and the title insurance company that
     will be issuing the mortgagee title insurance policy in Lender's favor. The
     survey shall include a narrative legal description of the boundaries of the
     Property, by metes and bounds, if applicable, shall locate easements, shall
     include  dimensions  of  all  improvements,  shall  certify  in a narrative
     statement whether encroachments exist from or onto the Property, and if so,
     shall  locate  same,  and shall include the surveyor's registration number,
     seal,  and  date  of  survey.  The  survey  shall satisfy minimum technical
     standards  as  required  by  Section  472.027  Florida  Statutes.

          6.7.3  Appraisal  of  the Property in form and content satisfactory to
     Lender  (the  "Appraisal"),  addressed to Borrower and Lender, furnished at
     Borrower's  cost  by  an  appraiser  selected  and  engaged  by  Lender.

          6.7.4  Title insurance commitment in Lender's favor in an amount equal
     to  the  aggregate  amount  of  the  Loan,  from a title insurer reasonably
     acceptable  to  Lender,  evidencing  that  the  Mortgage  shall be insured,
     subject  only to those exceptions as shall be approved by Lender's counsel,
     as  a  valid  lien on the Property, with first lien priority, subject to no
     exclusions  or  exceptions  for  creditors'  rights,  and  subject  to  no
     exceptions except those approved in writing by Lender. Copies of exceptions
     listed  in  the  title  insurance  commitment  shall  be  attached to it. A
     prerequisite of funding will be Lender's receipt of the title policy with a
     Florida  Endorsement  Form  9 or of a title insurance commitment containing
     affirmative  gap  coverage,  providing  for  Florida  Endorsement Form 9, a
     so-called "variable rate" endorsement, and affording such other affirmative
     coverage  available  under Florida law and required by Lender following its
     initial  review of the commitment. Lender's title insurance policy shall be
     issued on the form of ALTA Loan Policy - 1970 (Rev. 10-17-70 and 10-17-84),
     which  contains  no exclusions or exceptions for creditor's rights. Without
     limiting  the generality of the foregoing, the policy shall not contain any
     exception  for  construction  work  performed  prior to its effective date.

<PAGE>

          6.7.5 Evidence satisfactory to the Lender that the Property, its users
     and  uses  are  in  full  compliance  with  all  federal, state, county and
     municipal  environmental  laws,  ordinances,  rules,  regulations  and
     requirements  ("Environmental  Law")  and  that  there  are  no  liens  or
     threatened  liens  against  Borrower, the Property or its users pursuant to
     Environmental  Law,  including  without  limitation  the  following:


               (a)  Prior  to  closing,  Borrower will obtain and provide to the
          Lender, at Borrower's sole cost and expense, an environmental audit as
          to  the  Property  (the  "Audit")  from  an  environmental  consultant
          acceptable  to the Lender, together with a reliance agreement executed
          by  the  consultant in a form acceptable to the Lender. The Audit will
          be  performed  in  accordance with and address the issues set forth in
          the  ASTM  E 1527 Standard Practice for Environmental Site Assessments
          and  such  other  environmental  standards of the FDIC, FNMA, or other
          entity  as  the  Lender  may  specify.  If the Lender, in its sole and
          absolute  discretion, is dissatisfied with the results of the Audit or
          the  environmental  condition  of  the Property, then the Lender shall
          have  the  right  to  void  this  commitment.

               (b)  Prior  to  closing, Borrower will secure for the Lender, its
          agents  and employees, the unrestricted right, without the obligation,
          to  enter  upon  the  Property  for  purposes  of  environmental
          investigation,  inspection  and  sampling,  all at Borrower's cost and
          expense.

               (c)  Prior  to  closing,  Borrower will provide to the Lender all
          documents  in  Borrower's  possession or subject to Borrower's control
          relating  to  the  Property,  including  without  limitation:

                    (i)  submissions  and correspondence provided by Borrower or
               any  owner or user of the Property to any governmental authority;

                    (ii)  correspondence,  orders,  approvals  and  disapprovals
               provided by any governmental authority to Borrower or any user or
               owner  of  the  Property;  and

                    (iii)  all  sampling  and  test results and reports obtained
               from  samples  and  tests  taken  on,  under,  from or around the
               Property  by  or  on behalf of Borrower, any user or owner of the
               Property,  and  third  party  or  any  governmental  authority.

     Any  costs  incurred  by  the  Lender  in  connection  with  the  review of
     documents,  the  Audit,  any  sampling  and  test  results  and reports, or
     otherwise  in connection with the assessment of the environmental condition

<PAGE>

     of  the  Property, will be borne by Borrower and will be paid promptly upon
     demand,  including  without  limitation,  attorney's  fees  and  all  other
     professional  or  expert  fees.

     The  Loan  Documents  will  require  specific  undertakings,
     representations,  warranties,  indemnifications, and guarantees by Borrower
     and each Guarantor as to environmental matters. Borrower and each Guarantor
     shall  execute  a  separate  agreement  regarding  Borrower's environmental
     responsibilities  and  liabilities  to  the  Lender.

          6.7.6  Copy  of warranty or special warranty deed which conveyed title
     to  the  Property  to  Borrower,  and copies of the owner's title insurance
     policy  relative  to  the  Property.

          6.7.7  Current  financial statements from Borrower and each Guarantor.

          6.7.8 Written estoppel and payoff information confirming the amount of
     all  liens  on  the  Property.

          6.7.9  UCC  Searches  reflecting  no  currently  effective  financing
     statements  affecting  the  collateral  for  the  Loan.

          6.7.10  Original  insurance policy or original Acord evidence thereof,
     as  to  public liability insurance, in amounts, in form, and upon a company
     satisfactory  to  Lender.

          6.7.11  There  shall  have  been  no  material  adverse  change in the
     financial  condition of Borrower or any Guarantor; nor any material adverse
     event  or  condition  affecting Borrower or any Guarantor, or the validity,
     enforceability  or  priority  of  the  Loan  and  lien  instruments.

          6.7.12  Borrower  shall  deliver  to Lender the opinion of counsel for
     Borrower and all Guarantors, in form and content reasonably satisfactory to
     Lender's  counsel,  stating,  subject  to  customary  and  appropriate
     qualifications,  assumptions  and  exceptions,  that  each  of  Borrower,
     Guarantor,  and  any entity which is a member, partner or other constituent
     of either of them is a validly existing entity, that the Loan Documents are
     duly  authorized  and executed, and are valid and enforceable in accordance
     with  their  terms, that each signing party has the authority to consummate
     execute  the respective Loan Documents on behalf of Borrower and Guarantor,
     and  to  encumber  assets  given  as  security for the Loan, and such other
     matters  as  Lender  may  require.

<PAGE>

          6.7.13  Compliance  with  all  conditions,  requirements,  agreements,
     instruments,  financial  statements and opinions of counsel required herein
     must  be  satisfactory  in  form  and  content  to  Lender and its counsel.


          6.7.14  The  Loan  shall be evidenced and secured by final, definitive
     documents  (the  "Loan  Documents") including a promissory note, a mortgage
     and  security agreement, an assignment of rents, an environmental indemnity
     agreement  executed  by Borrower and each of the Guarantors, assignments of
     contracts,  financing  statements  and  similar documents on our forms, all
     effectuating  the Loan terms and conditions set forth herein and containing
     such  other  provisions  as  Lender  shall  require,  including  without
     limitation,  all  items  required  to  create, perfect and protect Lender's
     liens  on  the  collateral  for  the  Loan as contemplated hereby. The Loan
     Documents shall include provisions that the Property may not be transferred
     or  further encumbered without the Lender's prior written consent, and that
     the Lender may collect a late charge equal to five percent of any sum which
     is  not  paid  within  ten  days  of  the  due  date  thereof.


          6.7.15  Borrower  shall  provide  such  other  documents  as  may  be
     reasonably  required  by Lender's counsel, including documents which verify
     and confirm Borrower's representations, warranties and covenants to Lender.



                         ARTICLE VII- EVENTS OF DEFAULT

     Section  7.1  Events  of  Default.  If  any one of the following "EVENTS OF
                   -------------------                                 ---------
DEFAULT"  shall  occur  and  shall  not  have  been  remedied:
-------

          7.1.1  Any  representation  or  warranty  made  or  deemed made by any
     Borrower  herein  or  in  any  of  the  other  Loan  Documents,  or  in any
     certificate or report furnished by such Borrower at any time to the Lender,
     shall  prove  to  have  been  incorrect,  incomplete  or  misleading in any
     material  respect  on  or  as  of  the  date  made  or  deemed  made;  or

          7.1.2  Any  Borrower  shall fail to pay, when due, any principal of or
     interest  on  the Note, or to pay when due any other sum payable under this
     Agreement and the same is not paid within 10 days after written notice from
     Lender;  or

          7.1.3  Any  default  by  any  Borrower under any Indebtedness or other
     obligation to the Lender or any of its Affiliates which is not cured within
     any  grace  periods  provided  thereunder.

          7.1.4  Any  Borrower  shall  default  in  any  material respect in the
     performance of any agreement, covenant or obligation contained herein or in
     any of the other Loan Documents if the default continues for a period of 30
     days  after  notice  of  default  to  the  Borrower  by  the  Lender;  or

<PAGE>

          7.1.5  Final  judgment for the payment of money in an amount in excess
     of $50,000 shall be rendered against any Borrower and the same shall remain
     undischarged  for  a period of 30 days, during which period execution shall
     not  effectively  be  stayed,  provided such Borrower , as applicable, will
     have  the  right  to  contest  in good faith by appropriate proceedings and
     provided  such Borrower shall have set aside on its books adequate reserves
     for  payment  of  such  money;  or

          7.1.6  Any  Borrower's  default  in the performance of its obligations
     with  respect  to  any Indebtedness in excess of $50,000 or as lessor or as
     lessee  under  any  lease  of  all or any material portion of its property,
     after  the  expiration  of  any  applicable  cure  periods;  or

          7.1.7  Any  Borrower  shall cease to exist or to be qualified to do or
     transact  business in the State in which the Property are located, or shall
     be  dissolved  or  terminated  or  shall  be  a  party  to  a  merger  or
     consolidation,  or  shall  sell  all or substantially all of its assets; or

          7.1.8  If,  without the prior written consent of Lender, which consent
     shall  be  in  Lender's sole and absolute discretion any equity interest in
     CBI  is  are  issued,  sold,  transferred,  conveyed,  assigned, mortgaged,
     pledged,  or  otherwise disposed of, whether voluntarily or by operation of
     law, and whether with or without consideration, or any agreement for any of
     the  foregoing  is  entered  into;  or

          7.1.9 Any Borrower shall (i) voluntarily terminate operations or apply
     for  or  consent  to  the appointment of, or the taking of possession by, a
     receiver,  custodian,  trustee  or liquidator of such Borrower, as the case
     may  be, or of all or of a substantial part of the assets of such Borrower,
     as  the  case  may be, (ii) admit in writing its inability, or be generally
     unable,  to  pay  its  debts  as the debts become due, (iii) make a general
     assignment for the benefit of its creditors, (iv) commence a voluntary case
     under  the  United  States Bankruptcy Code (as now or hereafter in effect),
     (v)  file a petition seeking to take advantage of any other law relating to
     bankruptcy,  insolvency,  reorganization,  winding-up,  or  composition  or
     adjustment  of  debts,  (vi) fail to controvert in a timely and appropriate
     manner,  or  acquiesce  in  writing to, any petition filed against it in an
     involuntary  case  under  the  Bankruptcy Code, or (vii) take any corporate
     action  for  the  purpose  of  effecting  any  of  the  foregoing;  or

          7.1.10  Any  Borrower  shall  fail  to furnish to the Lender notice of
     default  in  accordance  with  Section 4.8 hereof, within 10 days after any
     such  notice  of  default becomes known to the President or Chief Financial
     Officer  of  such Borrower, whether or not notification to such Borrower is
     furnished  by  the  Lender;  or

          7.1.11  Borrowers shall be in default of this Agreement if all filings
     required  by  law or regulation to be made with the Commission as set forth
     in  Section  3.4  herein,  are  not  made  on or before the Effective Date.

     Section  7.2  THEREUPON,  in  the case of any such even, the Lender may, by
written  notice  to  the Borrowers, at its option: (A) immediately terminate the

<PAGE>

commitment  of  the  Lender  to  advance funds hereunder, and/or (B) immediately
declare  the principal of, and interest accrued on, the Note immediately due and
payable without presentment, demand, protest or notice, whereupon the same shall
become  immediately  due  and  payable.

                          ARTICLE VIII - MISCELLANEOUS

     Section  8.1  No Waiver, Remedies Cumulative. No failure on the part of the
                   ------------------------------
Lender  to exercise and no delay in exercising any right hereunder shall operate
as  a  waiver  thereof,  nor  shall  any single or partial exercise of any right
hereunder  preclude any other or further exercise thereof or the exercise of any
other  right.  The remedies herein provided are cumulative and are not exclusive
of  any  remedies  provided  by  law.

     Section 8.2 Survival of Representations. All representations and warranties
                 ---------------------------
made  herein shall survive the making of the loans hereunder and the delivery of
the  Note,  and  shall  continue in full force and effect so long as the Note is
outstand-ing  and  unpaid  and  the  commitment  to  make  the Loan has not been
terminated.

     Section  8.3  Notices.  Any  notice or other communication hereunder to any
                   -------
party  hereto shall be by hand delivery, facsimile, recognized overnight courier
or  registered  or certified mail, return receipt requested, and shall be deemed
to  have  been  given  or made when delivered to the party at its address or fax
number  specified next to its signature hereto (or at any other address that the
party  may  hereafter  specify  to  the  other  parties  in  writing).

     Section  8.4  Construction.  This  Agreement and the Note shall be deemed a
                   ------------
contract made under the law of the State of Florida and shall be governed by and
construed  in  accordance  with  the  law  of said state and any suit, action or
proceeding  arising  out  of  or relating to this Agreement may be commenced and
maintained  in  any court of competent subject matter jurisdiction in Miami-Dade
County,  Florida,  and  any  objection  to such jurisdiction and venue is hereby
expressly  waived.

     Section  8.5  Successors  and Assigns. This Agreement shall be binding upon
                   -----------------------
and  shall  inure  to  the  benefit  of  each Borrower and the Lender, and their
respective  successors and assigns, provided, that no Borrower may assign any of
its  rights hereunder without the prior written consent of the Lender, which may
be  arbitrarily  withheld,  and  any  such  assignment  will  be  void.

     Section  8.6  Limit  on  Interest.  Anything  herein  or in the Note to the
                   -------------------
contrary  notwithstanding, the obligations of the Borrowers under this Agreement
and  the  Note to the Lender shall be subject to the limitation that payments of
interest  to  the Lender shall not be required to the extent that receipt of any
such  payment by the Lender would be contrary to provisions of law applicable to
the  Lender  (if  any)  which  limit  the  maximum rate of interest which may be
charged  or collected by the Lender; provided however, that nothing herein shall
be  construed  to  limit  the  Lender  to  presently  existing  maximum rates of
interest,  if  any  increased  interest rate is hereafter permitted by reason of
applicable  federal  or  state  legislation.

     Section  8.7  Counterparts. This Agreement may be executed in any number of
                   ------------
counterparts  and  by different parties hereto in separate counterparts, each of
which  when  so executed and delivered shall be deemed to an original and all of
which  when  taken  together  shall  constitute but one and the same instrument.

<PAGE>

     Section  8.8 Headings. The headings are for convenience only and are not to
                  --------
affect  the  construction  of  or  to  be taken into account in interpreting the
substance  of  this  Agreement.

     Section  8.9  Severability.  In  the  event  that  any  one  or more of the
                   ------------
provisions  contained  in  this  Agreement  shall  for  any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability  shall  not  affect  any other provision of this Agreement, but
this  Agreement  shall be construed as if such invalid, illegal or unenforceable
provision  had  never  been  contained  herein.

     Section 8.10 Entire Agreement. This Agreement is intended by the parties as
                  ----------------
a  final expression of their agreement with respect to the subject matter hereof
and  is  intended  as  a  complete  and  exclusive  statement  of  the terms and
conditions  thereof,  and  this  Agreement  supersedes  and  replaces  all prior
negotiations  and agreements between the parties hereto, or any of them, whether
oral  or  written.  Each of the parties hereto acknowledges that no other party,
agent  or  attorney of any other party, has made any promise, repre-sentation or
warranty  whatsoever,  expressed or implied, not contained herein concerning the
subject matter hereof to induce the other party to execute this Agreement or any
of  the  other  documents referred to herein, and each party hereto acknowledges
that it has not executed this Agreement or such other documents in reliance upon
any  such  promise,  representation  or  warranty  not  contained  herein.

     Section 8.11 Integration. This Agreement, together with the other documents
                  -----------
and  instruments executed herewith and contemplated by this Agreement, comprises
the  complete and integrated agreement of the parties hereto with respect to the
subject  matter  hereof and supersedes all prior agreements, written or oral, on
the  subject  matter hereof. The Borrower further releases and discharges Lender
from  and against any and all liability with respect to all prior agreements and
preliminary  commitments.  The  Loan  Documents  were  drafted  with  the  joint
participation of Borrower and Lender, and their respective counsel, and shall be
construed  neither against nor in favor of any of them, but rather in accordance
with  the  fair  meaning  thereof.

     Section  8.12  Course  of  Dealing;  Amendment; Supplemental Agreements. No
                    --------------------------------------------------------
course  of  dealing between the Lender and Borrower shall be effective to amend,
modify or change any provision of this Agreement. This Agreement or any document
executed in connection herewith, may not be amended, modified, or changed in any
respect  except  by  agreement in writing signed by the Lender and the Borrower.

     Section  8.13  Indemnification.  Each of the Borrowers hereby agree to hold
                    ---------------
the  Lender  and its officers, directors, employees and agents harmless from and
against  all  claims,  damages,  liabilities  and expenses, including reasonable
attorney fees and disbursements of counsel, which may be incurred by or asserted
against  any  of  them  in  connection with or arising out of any investigation,
litigation,  or proceeding relating to the Loan, except that the Borrowers shall
not be required to indemnify the Lender to the extent that such claims, damages,
liabilities  or  expenses  arise  from  the  negligence or willful misconduct of
Lender.

     Section  8.14  WAIVER  OF  JURY  TRIAL.  BORROWERS  AND  LENDER  KNOWINGLY,
                    -----------------------
VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY
IN  RESPECT  OF  ANY  LITIGATION  BASED  HEREON  OR ARISING OUT OF, UNDER, OR IN
CONNECTION  WITH,  THIS  AGREEMENT  OR  ANY  DOCUMENT  EXECUTED  IN  CONJUNCTION

<PAGE>

HERE-WITH,  OR  ANY  COURSE  OF  CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL  OR  WRITTEN)  OR  ACTIONS  OR EITHER PARTY. THIS PROVISION IS A MATERIAL
INDUCEMENT  TO  THE  LENDER  ENTERING  INTO  THIS AGREEMENT AND MAKING ANY LOAN,
ADVANCE  OR  OTHER  EXTENSION  OF  CREDIT  TO  THE  BORROWERS.












                            (Signatures on next page)


<PAGE>

IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Agreement to be
effective  on  the  date  first  written  above.

                                  "BORROWERS"

                                   AMERICAN  LEISURE  HOLDINGS,  INC.,

                                   By: /s/ Malcolm J. Wright
                                      ------------------------------------------
                                   Its: CEO
                                      ------------------------------------------
                                   Address:
                                      ------------------------------------------
                                   TIERRA  DEL  SOL  RESORT  (PHASE  2),  LTD

                                   By:/s/ Malcolm J. Wright
                                      ------------------------------------------
                                   Its: Manager of General Partner
                                      ------------------------------------------
                                   Address:
                                      ------------------------------------------
                                   COSTA  BLANCA  II  REAL  ESTATE,  LLC

                                   By:/s/ Malcolm J. Wright
                                      ------------------------------------------
                                   Its: Manager
                                      ------------------------------------------
                                   Address:
                                      ------------------------------------------

                                   COSTA  BLANCA  III  REAL  ESTATE,  LLC

                                   By:/s/ Malcolm J. wright
                                      ------------------------------------------
                                   Its: Manager
                                      ------------------------------------------
                                   Address:
                                      ------------------------------------------

                                   TDS TOWN HOMES (PHASE 2), LLC

                                   By:/s/ Malcolm J. Wright
                                      ------------------------------------------
                                   Its: Manager
                                      ------------------------------------------
                                   Address:
                                      ------------------------------------------

                                   TDS  CLUBHOUSE,  INC.

                                   By:/s/ Malcolm J. Wright
                                      ------------------------------------------
                                   Its: President
                                      ------------------------------------------
                                   Address:
                                      ------------------------------------------


<PAGE>

                                   "LENDER"

                                   STANFORD  VENTURE  CAPITAL  HOLDINGS,  INC.


                                   By:
                                      ------------------------------------------
                                   Its:
                                      ------------------------------------------
                                   Address:
                                      ------------------------------------------

<PAGE>

</TEXT>
</DOCUMENT>
