Assignment of Interests In South Beach Resorts, LLC

ASSIGNMENT OF INTERESTS
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THIS ASSIGNMENT (the "Assignment") is made this __ day of December, 2006 by SBR HOLDING COMPANY, LLC, a Florida limited liability company (the "Assignor"), and AMERICAN LEISURE HOLDINGS, INC., a Nevada corporation (the "Assignee").


R E C I T A L S:


A. The Assignor is the holder of all of the membership interests (the "Interests") in South Beach Resorts, LLC, a Florida limited liability company (the "Company").


B. The Assignor and Assignee have entered into a Purchase Agreement of even date (the "Purchase Agreement"), pursuant to which the Assignor has agreed to assign to the Assignee, and the Assignee has agreed to acquire from the Assignor, the Interests.


NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Assignor hereby agrees as follows:


1. Assignment of the Interests. The Assignor hereby assigns, transfers,
------------------------------ conveys and sets over unto the Assignee and the A ...