Modification And Reaffirmation of Guaranty And Environmental Indemnity Agreement

MODIFICATION AND REAFFIRMATION OF GUARANTY AND ENVIRONMENTAL
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INDEMNITY AGREEMENT
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THIS MODIFICATION AND REAFFIRMATION OF GUARANTY AND ENVIRONMENTAL INDEMNITY AGREEMENT is executed as of the day of January, 2006, by MALCOLM H. WRIGHT having an office at 550 Biltmore Way, Suite 700, Coral Gables, Florida 33134, 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:
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WHEREAS, the Lender has previously extended a $7,150,000.00 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 Promissory Note dated July 8, 2005 in the amount of $7,150,000.00 and secured by: (i) that certain Mortgage and Security Agreement (the "Mortgage"), recorded in Official Records Book 2855, at Page 1243 of the Public Records of Osceola County, Florida; (ii) a Assignment of Leases, Rents and Profits, recorded in Official Records Book 2855, Page 1280, of the Public Records of Osceola County, Florida (the "Assignment"); and (iii) an UCC-1 Financing Statement recorded in Official Records Book 2855, Page 1291, of the Public Records of Osceola County, Florida (the "Financing Statement"); 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 (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 (the "Indemnity Agreement") in connection with the Existing Loan, and


WHEREAS, the Borrower has requested the Lender to modify the Existing Loan by granting a $850,000.00 future advance so as to increase the Existing Loan to $8,000,000.00 (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 Renewed, Amended and Increased Promissory Note in the amount of $8,000,000.00, a 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 ...