AMERICAN LEISURE HOLDINGS, INC. WARRANT AGREEMENT

1.

Representations and Warranties .

(a)

Corporate and Other Action . The Company has all requisite power and authority (corporate and other), and has taken all necessary corporate action, to authorize, execute, deliver and perform this Warrant Agreement, to execute, issue, sell and deliver the Warrant and a certificate or certificates evidencing the Warrant, to authorize and reserve for issue and, upon payment from time to time of the Purchase Price, to issue, sell and deliver, the shares of the Common Stock issuable upon exercise of the Warrant (“Shares”), and to perform all of its obligations under this Warrant Agreement and the Warrant. The Shares, when issued in accordance with this Warrant Agreement, will be duly authorized and validly issued and outstanding, fully paid and nonassessable and free of all liens, claims, encumbrances and preemptive rights. This Warrant Agreement and, when issued, each Warrant issued pursuant hereto, has been or will be duly executed and delivered by the Company and is or will be a legal, valid and binding agreement of the Company, enforceable in accordance with its terms. No authorization, approval, consent or other order of any governmental entity, regulatory authority or other third party is required for such authorization, execution, delivery, performance, issue or sale.

(b)

No Violation . The execution and delivery of this Warrant Agreement, the consummation of the transactions herein contemplated and the compliance with the terms and provisions of this Warrant Agreement and of the Warrant will not conflict with, or result in a breach of, or constitute a default or an event permitting acceleration under, any statute, the Articles of Incorporation, as amended, or Bylaws of the Company or any indenture, mortgage, deed of trust, note, bank loan, credit agreement, franchise, license, lease, permit, or any other agreement, understanding, instrument, judgment, decree, order, statute, rule or regulation to which the Company is a party or by which it is bound.

2.

Transfer .

(a)

Transferability of Warrant . You agree that the Warrant is being acquired as an investment and not with a view to distribution thereof and that the Warrant may not be transferred, sold, assigned or hypothecated except as provided herein. The Holder agrees that the Warrant may only be transferred, subject to the next paragraph, by will or by the laws of descent and distribution or for the benefit of one or more of the following members of the Holder’s immediate family: any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law (including, without limitation, to a trust for the benefit of the Holder and/or one or more of the foregoing members of the Holder’s immediate family or a corporation, partnership or limited liability company established and controlled by the Holder and/or one or more of the foregoing members of the Holder’s immediate family). You further acknowledge that the Warrant may not be transferred, sold, assigned or hypothecated unless pursuant to a registration statement that has become effective under the Securities Act of 1933, as amended (the “Act”), setting forth the terms of such offering and other pertinent data with respect thereto, or unless you have provided the Company with an acceptable opinion from acceptable counsel that such registration is not required. Certificates representing the Warrant shall bear an appropriate legend. Notwithstanding the foregoing, any request to transfer the Warrant must be accompanied by the Form of Assignment and Transfer attached hereto as Schedule 2 executed by the Warrant Holder.

(b)

Registration and Transfer of Shares . You agree not to make any sale or other disposition of the Shares except pursuant to a registration statement which has become effective under the Act, setting forth the terms of such offering, the underwriting discount and commissions and any other pertinent data with respect thereto, unless you have provided the Company with an acceptable opinion of counsel acceptable to the Company that such registration is not required.

3.

Vesting and Exercise of Warrant, Partial Exercise .

(a)

Vesting and Exercise Period . This Warrant shall vest to the Holder as of the Effective Date of the Warrant and shall expire and all rights hereunder shall be extinguished five (5) years from the date which Malcolm J. Wright is released or otherwise is no longer obligated to provide the Personal Guarantee (as defined above).

(b)

Exercise in Full . Subject to Section 3(a), a Warrant may be exercised in full by the Warrant Holder by surrender of the Warrant, with the Form of Subscription attached hereto as Schedule 3 executed by such Warrant Holder, to the Company c/o The Loev Law Firm, PC, 6300 West Loop South, Suite 280, Bellaire, Texas 77401, accompanied by payment as determined by 3(d) below, in the amount obtained by multiplying the number of Shares represented by the respective Warrant by the Purchase Price per share (after giving effect to any adjustments as provided in Section 5 below).

(c)

Partial Exercise . Subject to Section 3(a), each Warrant may be exercised in part by the Warrant Holder by surrender of the Warrant, with the Form of Subscription attached hereto as Schedule 3 at the end thereof duly executed by such Warrant Holder, in the manner and at the place provided in Section 3(b) above, accompanied by payment as determined by 3(d) below, in amount obtained by multiplying the number of Shares designated by the Warrant Holder in the Form of Subscription attached hereto as Schedule 3 to the Warrant by the Purchase Price per share (after giving effect to any adjustments as provided in Section 5 below). Upon any such partial exercise, the Company at its expense will forthwith issue and deliver to or upon the order of the Warrant Holder a new Warrant of like tenor, in the name of the Warrant Holder subject to Section 2(a), calling in the aggregate for the purchase of the number of Shares equal to the number of such Shares called for on the face of the respective Warrant (after giving effect to any adjustment herein as provided in Section 5 below) minus the number of such Shares designated by the Warrant Holder in the aforementioned form of subscription.

(d)

Payment of Purchase Price . Payment of the Purchase Price may be made by any of the following or a combination thereof, at the election of the Warrant Holder:

(ii)

In the event that the Shares have not been registered under the Act, by delivery to the Company of an exercise notice that requests the Company to issue to the  Warrant Holder the full  number  of  shares as to which the Warrant is then exercisable,  less the  number  of shares  that have an  aggregate  Fair Market  Value at the time of exercise,  equal to the aggregate Purchase Price of the Shares to which such exercise relates.  (This method of exercise allows the Warrant Holder to use a portion of the Shares issuable at the time of exercise as payment for the Shares to which the Warrant relates and is often referred to as a "cashless exercise." For example, if the Warrant Holder elects to exercise 1,000 Shares at an exercise price of $1.02 (or an aggregate Purchase Price of $1,020.00) and the current Fair Market Value of the shares on the date of exercise is $1.50, the Warrant Holder can use 680 of the 1,000 shares at $1.50 per share to pay for the exercise of such portion of the Warrant (680 x $1.50 = $1,020.00) and receive only the remaining 320 shares.)