MODIFICATION AND REAFFIRMATION OF GUARANTY AND ENVIRONMENTAL INDEMNITY AGREEMENT

Exhibit 10.133

THIS MODIFICATION AND REAFFIRMATION OF GUARANTY AND ENVIRONMENTAL INDEMNITY AGREEMENT is executed as of the 31^st 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").

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 5^th 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 5^th 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