ENVIRONMENTAL INDEMNITY AGREEMENT

THIS ENVIRONMENTAL INDEMNITY AGREEMENT (the “ Agreement ”), made on this 20th day of April, 2007, by COSTA BLANCA II REAL ESTATE, LLC, a Florida limited liability company, having an address at 2460 Sand Lake Road, Orlando, Florida 32809, COSTA BLANCA III REAL ESTATE, LLC, a Florida limited liability company, having an address at 2460 Sand Lake Road, Orlando, Florida 32809, TDS TOWN HOMES (PHASE 1), LLC, a Florida limited liability company, having an address at 2460 Sand Lake Road, Orlando, Florida 32809 and TDS TOWN HOMES (PHASE 2), LLC, a Florida limited liability company, having an address at 2460 Sand Lake Road, Orlando, Florida 32809, jointly and severally (collectively, the “ Borrower ”), AMERICAN LEISURE HOLDINGS,   INC. a Nevada corporation, having an address at 2460 Sand Lake Road, Orlando, Florida 32809, TDS AMENITIES,   INC. a Florida corporation, having an address at 2460 Sand Lake Road, Orlando, Florida 32809 and MALCOLM WRIGHT residing at xxxx xxxx xxxxx xxxxxxx xxxx xxxxx, xxxxxxx, xxxxxxx, xxxxx, jointly and severally, (collectively, the “ Guarantor ”) (Borrower and Guarantor are collectively referred to herein as the “ Indemnitors ”), in favor of KENNEDY FUNDING, INC. , a New Jersey corporation, having an address at Two University Plaza, Suite 402, Hackensack, New Jersey 07601 (“Agent”), as agent for the lenders identified on Schedule A annexed to the Note (as hereinafter defined) (Agent and the lenders identified in Schedule A are hereinafter collectively referred to as “ Lender ”).

W I T N E S S E T H

WHEREAS, pursuant to a certain Promissory Note, of even date herewith, in the original principal amount of TWENTY FOUR MILLION NINE HUNDRED THOUSAND ($24,900,000) DOLLARS (the “ Note ”), Lender made a loan to Borrower (the “ Loan ”); and

WHEREAS, on the date hereof, Lender and Borrower have executed that certain Loan and Security Agreement (the “Loan Agreement”) pursuant to which Lender shall disburse the proceeds of the Loan and upon the terms and conditions set forth therein, and

WHEREAS, the Loan is secured, inter alia , by that certain Mortgage and Security Agreement, of even date herewith, (the “Mortgage”) executed by Borrower, and more particularly described in the Loan Agreement on certain real property more particularly described on Exhibit A attached hereto and made a part hereof (the “Property”); and

WHEREAS, Guarantor has executed and delivered to Lender guaranty of the Loan, of even date herewith, (the “Guaranty”) guarantying payment and performance of the Loan to Lender; and

WHEREAS, as an inducement to Lender to make the Loan to Borrower, Lender has requested that Indemnitors enter into and execute this Agreement.

NOW, THEREFORE, IN CONSIDERATION OF THE LOAN MADE TO BORROWER AND WITH KNOWLEDGE THAT LENDER WOULD NOT MAKE THE LOAN BUT FOR THE PROMISES OF INDEMNITORS HEREUNDER, INDEMNITORS JOINTLY AND SEVERALLY HEREBY ABSOLUTELY AND UNCONDITIONALLY AGREE AS FOLLOWS:

1.   Defined Terms . Except as otherwise provided in this Agreement, all words and terms not defined herein shall have the respective meanings and be construed herein as provided in the Mortgage and the Loan Agreement.

2.   Guaranty . Indemnitors absolutely and unconditionally guaranty to Lender that Indemnitors and all other users, as well as all operations at the Property will fully comply with all Environmental Laws and all of the terms, covenants and provisions of the Mortgage and the other Loan Documents. In the event that Indemnitors and all other users, as well as all operations at the Property do not fully comply with all Environmental Laws or the terms, covenants and provisions of the Mortgage and the other Loan Documents, Lender may, but shall be under no obligation to, comply with same. If Indemnitors do not fully comply with all Environmental Laws and all of the terms, covenants and provisions of the Mortgage or the other Loan Documents, Indemnitors shall reimburse Lender, upon demand, for all reasonable costs and expenses incurred by Lender (including, without limitation, counsel and consulting fees and expenses, investigation and laboratory fees and expenses, court costs and litigation expenses) to the extent not otherwise reimbursed to Lender by Indemnitors in connection with Lender performing Indemnitors’ obligations as set forth herein or in the Mortgage or the other Loan Documents.

3.   Indemnification . Indemnitors absolutely and unconditionally agree to defend, indemnify, and hold harmless Lender, its employees, agents, trustees, attorneys, officers, directors and shareholders from and against any and all claims, demands, penalties, causes of action, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature, known or unknown, foreseen or unforeseen, contingent or otherwise, incurred by Lender, its employees, agents, trustees, attorneys, officers or directors (including, without limitation, counsel and consultant fees and expenses, investigation and laboratory fees and expenses, court costs, and litigation expenses) arising out of, or in any way related to: (i) any breach by Indemnitors of the provisions of this Agreement; (ii) any breach by Indemnitors of any of the provisions of the Mortgage or any of the Loan Documents; (iii) any Hazardous Discharge or threat thereof of any Hazardous Material which is at, in, on, under, around, from or affecting the Property, including, without limitation, any violation of any Environmental Law or any   damage or injury resulting from any Hazardous Material to or affecting the Property or the soil, water, air, vegetation,   buildings, personal property, persons or animals located on the Property or on any other property or otherwise, whether occurring during or prior to Indemnitor’s ownership of the Property; (iv) any personal injury (including wrongful death) and property damages (real or personal) arising out of or related to any such Hazardous Material; (v) any lawsuit brought or threatened, settlement reached, or order or directive of or by any Governmental Authority relating to such Hazardous Material; (vi) any remedial action undertaken by Lender in connection with any of the foregoing. Notwithstanding the foregoing, the indemnification created hereunder shall not apply to the gross negligence or willful misconduct of Lender.

4.   Survival . The obligations and liabilities of Indemnitors under this Agreement shall survive and continue in full force and effect and shall not be terminated, discharged or released, in whole or in part, irrespective of whether the indebtedness evidenced by the Note and secured by the Mortgage has been paid in full and irrespective of any foreclosure of the Mortgage, release of any collateral, sale of the Property, pursuant to the provisions of the Mortgage, or acceptance by Lender, its wholly-owned subsidiary, assignee or nominee of a deed or assignment in lieu of foreclosure or sale, and irrespective of any other fact or circumstance of any nature whatsoever.

5.   Guaranty of Payment and Not Collection . This Agreement is a guaranty of payment and not merely of collection. This Agreement is a primary obligation of Indemnitors.

6.   No Marshalling . Indemnitors hereby waive any right or claim of right to cause a marshalling of Borrower’s assets or to cause Lender to proceed against any of the security or collateral held by Lender before proceeding against Indemnitors; and, Indemnitors hereby waive any and all legal requirements that Lender shall institute any action at law or in equity against Borrower, or anyone else with respect to the Note, or any other Loan Document, or with respect to any security held by Lender as a condition precedent to bringing any action against Indemnitors under this Agreement.

7.   Representations and Warranties of Indemnitors . Each Indemnitor represents and warrants that (i) it has received adequate consideration for the execution, delivery and performance of its obligations under this Agreement;   (ii) the making of the Loan to Borrower and the assumption by each Indemnitor of its liabilities and obligations hereunder has or will provide substantial benefit to such Indemnitor; and (iii) Lender would not have made the Loan to Borrower had such Indemnitor not executed and delivered this Agreement to Lender.

8.   Subrogation . So long as any of the Note remains unpaid, any liabilities and obligations of Borrower exist under the Loan Documents or Indemnitors under this Agreement, Indemnitors waive any and all rights of indemnification, reimbursement, subrogation or contribution which Indemnitors may otherwise have now or hereafter as a matter of law against Borrower.

9.   Obligations Absolute . The liabilities and obligations of Indemnitors hereunder shall be absolute and unconditional irrespective of (i) any lack of validity or enforceability of the Note or any other Loan Document; (ii) the insolvency of, or the voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization or other similar proceedings affecting Borrower any other Indemnitor or any of their assets; or (iii) any other circumstance or claim which otherwise might constitute a defense available to, or a discharge of, Borrower with respect to its liabilities and obligations under the Loan Documents, or of Indemnitors with respect to this Agreement.

10.   Dealing with Borrower and Others . Without incurring responsibility to Indemnitors and without impairing or releasing the liabilities and obligations of Indemnitors hereunder, Lender, may at any time and from time to time, without the consent of or notice to Indemnitors, upon any terms or conditions and in whole or in part shall have the right to:

(i)   amend, modify or change the manner, place or terms of payment of the Note or any other Loan Document and/or change or extend the time for payment or renew or alter any liabilities and obligations of Borrower or any security therefor, and the indemnity herein made shall apply to the liabilities and obligations of Borrower as so amended, modified, changed, extended, renewed or altered;

(ii)   sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order, any property by whomsoever at any time pledged, assigned, mortgaged or in which a security interest is given to secure, or howsoever securing, the liabilities and obligations of Borrower;

(iii)   exercise or refrain from exercising any rights against Borrower or other persons or entities (including Indemnitors) or against any security given by Borrower or other persons or entities (including Indemnitors), or otherwise act or refrain from acting;

(iv)   settle or compromise any liabilities and obligations of Borrower to Lender, dispose of any security therefor, with or without consideration, or any liability incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liabilities and obligations of Borrower (whether due or not) to creditors of Borrower other than Lender and Indemnitors; and