American Leisure Holdings, Inc.

PARTNERSHIP INTEREST PLEDGE AND SECURITY

Exhibit 10.15


                         PARTNERSHIP INTEREST PLEDGE AND
                  SECURITY AGREEMENT AND COLLATERAL ASSIGNMENT
                  --------------------------------------------

     This  PARTNERSHIP  INTEREST  PLEDGE  AND  SECURITY AGREEMENT AND COLLATERAL
ASSIGNMENT  (this  "Agreement")  is  entered  into  as of December 28, 2005 (the
"Effective  Date") by and between STANFORD INTERNATIONAL BANK, LTD., an Antiguan
banking  corporation,  ("SECURED PARTY"), TIERRA DEL SOL RESORT, INC., a Florida
corporation  ("PLEDGOR"),  and  TDS  MANAGEMENT LLC, a Florida limited liability
company ("TDSM") .

     WHEREAS,  SECURED  PARTY is the owner and holder of a $6,000,000 promissory
note  dated as of December 18, 2003, issued by PLEDGOR's indirect parent company
American  Leisure  Holdings,  Inc. ("AMLH"), and certain of AMLH's affiliates in
favor of SECURED PARTY's affiliate Stanford Venture Capital Holdings, Inc., (the
"Note");

     WHEREAS,  the  Note  is secured by a mortgage on approximately 162 acres of
real  property  located  in  Polk  County,  Florida  (the  "Property"), owned by
affiliates of AMLH (the "Mortgage");

     WHEREAS,  KeyBank National Association ("Key"), the lender for the proposed
development  of  the portion of the Property owned by subsidiaries of TIERRA DEL
SOL  RESORT  (PHASE  2)  LTD, a Florida limited partnership of which TDSM is the
general  partner (the "Partnership"), requires release of the Mortgage as to 122
acres of the Property as a condition to the provision of such financing;

     WHEREAS, SECURED PARTY will not release the Mortgage without the pledge and
collateral  assignment  as  security  for  the  Note of all of PLEDGOR's limited
partner interest in the Partnership, representing a 99.9% Partnership Percentage
(as defined in the Partnership's Agreement of Limited Partnership dated December
28, 2005 [the "Partnership Agreement"]); and

     WHEREAS,  PLEDGOR  desires  to  secure AMLH's obligations under the Note by
granting  SECURED  PARTY a security interest in all of PLEDGOR's interest in the
Partnership, pursuant to the terms of this Agreement.

     NOW,  THEREFORE,  in  consideration  of  the matters set forth in the above
Recitals and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, PLEDGOR hereby agrees as follows:

     1.  Security.  The  term "Collateral" shall mean all of the limited partner
         -------
interests  in  the  Partnership  held  by  the  PLEDGOR,  including  all capital
accounts,  rights  of distribution, profits and losses and all proceeds thereof,
all  additions, attachments, accessories and accessions thereto, and any and all
substitutions,  replacements or exchanges therefore, and all of PLEDGOR's right,
title  and  interest as a limited partner in the Partnership and pursuant to the



Partnership  Agreement,  as  amended  from  time  to  time,  including,  without
limitation,  and  as  applicable,  the right to: (A) vote (provided however that
PLEDGOR  shall continue to exercise its right to vote prior to the occurrence of
an Event of Default and the expiration of any applicable grace period); (B) upon
prior  written  notice,  inspect  the  books,  records  and  documents  of  the
Partnership  during normal business hours at the office of PLEDGOR or such other
place  as  PLEDGOR  may keep such records and documents; (C) receive a return of
capital  contributions in accordance with the Partnership Agreement; (D) receive
tax  benefits;  (E)  receive  payments or distributions made to PLEDGOR by or on
behalf  of  the  Partnership;  and  (F)  receive  all  proceeds from the sale or
transfer of PLEDGOR's interest in the Partnership or any part thereof.

     2.  Obligations.  As  used herein, the term "Obligations" shall mean all of
         -----------
AMLH's  and PLEDGOR's obligations, covenants and agreements under the Note, this
Agreement,  and  all  other  documents  or  instruments, evidencing, securing or
otherwise  executed and delivered in connection with the Note (collectively, the
"Loan Documents").

     3.  Grant  of  Security  Interest. As security for full and timely payment,
         -----------------------------
performance and satisfaction of the Obligations, the PLEDGOR hereby collaterally
assigns,  grants,  transfers,  hypothecates  and  delivers to SECURED PARTY, its
successors and assigns, a first priority security interest in the Collateral.

     4.  Perfection:  UCC  Filings.  To  perfect  the  security  interest in the
         -------------------------
Collateral  granted  hereby, concurrently with the execution hereof, the PLEDGOR
shall  deliver  to SECURED PARTY an executed Assignment Separate from Collateral
(the  "Assignment")  in the form attached hereto as Exhibit "A" and incorporated
herein  by  this  reference. SECURED PARTY shall hold the Assignment as security
for  the Note and upon indefeasible payment in full of the Note shall return the
original  of  the  Assignment  to  the  PLEDGOR. TDSM, as general partner if the
Partnership,  by  its  execution of this Agreement, acknowledges SECURED PARTY's
rights  in  the  Collateral  and  acknowledges  that it has made the appropriate
entries on the Partnership's books and records to effect and evidence the pledge
of  a security interest in the Collateral to SECURED PARTY. Further, the PLEDGOR
acknowledges  and  agrees  that  the  Partnership  shall  act as SECURED PARTY's
bailee,  agent and pledgeholder with respect to possession of the Collateral. To
further  perfect  the  security interest in all of the Collateral generally, the
PLEDGOR  shall  deliver  to  SECURED PARTY a UCC-1 Financing Statement in proper
form for filing describing the Collateral.

     5.  Representations  by PLEDGOR and TDSM. The PLEDGOR and TDSM, jointly and
         ------------------------------------
severally, represent and warrant to SECURED PARTY that:

          (a)  Pledgor is the sole owner of all the limited partner interests in
     the  Partnership,  free  and  clear  of  all liens or encumbrances or prior
     pledges;



          (b)  the  limited  partner interest pledged pursuant to this Agreement
     constitutes 99.9% of the Partnership Percentage in the Partnership, and the
     remaining  .1%  Partnership  Percentage  is  owned  by TDSM as sole general
     partner of the Partnership;

          (c)  so  long  as  the  Obligations  secured  by  this  Agreement  are
     outstanding,  no  new  interests in the Partnership will be issued and that
     the  PLEDGOR  shall  not  further  assign, transfer, pledge or encumber its
     limited partner interests in the Partnership;

          (d)  so  long  as  the  Obligations  secured  by  this  Agreement  are
     outstanding,  AMLH  will  maintain  ownership  of at least 81% of PLEDGOR's
     common stock;

          (e)  the  execution and delivery by the PLEDGOR of this Agreement will
     not result in the violation of or default under any agreement or any law or
     governmental  regulation  applicable  to  the  PLEDGOR,  TDSM,  or  the
     Partnership;

          (f)  the  collateral  assignment of PLEDGOR's limited partner interest
     contained  in  this Agreement is permitted under the Partnership Agreement;
     and

          (g)  The  Partnership  does  not  directly  or indirectly own any real
     property  or  assets  other than that certain real property in Polk County,
     Florida, legally described in Exhibit "B" attached hereto (the "Partnership
     Property")  and  does  not operate any business other than the development,
     management and operation of the Partnership Property.

     6.  Covenants  by  PLEDGOR  and  TDSM.  The  PLEDGOR  and TDSM, jointly and
         ---------------------------------
severally,  hereby  covenant  that, until such time as the Obligations have been
fully paid, performed and satisfied:

          (a)  all  payments or distributions of cash or other assets made by or
     on  behalf  of  the  Partnership  with  respect  to  or  on  account of the
     Collateral shall be made directly to Secured Party;

          (b)  the PLEDGOR shall not sell, convey or otherwise dispose of any of
     the Collateral or any interest therein, or create, incur or permit to exist
     any  other pledge, mortgage, lien, charge, encumbrance or security interest
     in or with respect to any of the Collateral, or the proceeds thereof;

          (c)  no  new  partners  of  the Partnership shall be added without the
     prior written consent of SECURED PARTY (which SECURED PARTY may withhold in
     its absolute discretion);

          (d)  the PLEDGOR shall promptly deliver to SECURED PARTY a copy of all
     written  notices  or correspondence received by the PLEDGOR with respect to
     the Collateral;



          (e)  the  PLEDGOR  shall,  at PLEDGOR's own expense, promptly execute,
     acknowledge  and  deliver all such instruments and take all such reasonable
     actions  as SECURED PARTY from time to time may reasonably request in order
     to  ensure  to  SECURED  PARTY  the  benefits  of  the  lien  in and to the
     Collateral intended to be created by this Agreement; and

          (f)  Neither  PLEDGOR  nor any of its shareholders nor any affiliated,
     related  or  associated party or person shall, prior to the payment in full
     of  the  Note, demand, accept or receive any payment, distribution or other
     consideration, directly or indirectly, from the Partnership.

     7.  Events  of  Default. The happening of any of the following events shall
         -------------------
constitute an event of default ("Event of Default") under this Agreement:

          (a) the occurrence of an Event of Default under the Note;

          (b)  the  occurrence of an Event of Default under the Credit Agreement
     of even date between SECURED PARTY and PLEDGOR (the "Credit Agreement");

          (c)  the  failure  by  TDSM  or  PLEDGOR to keep or perform any of the
     material terms, covenants and conditions of this Agreement and continuation
     of such failure for 10 days after written notice from SECURED PARTY;

          (d) the levy of any attachment, execution or other process against any
     of  the Collateral and the failure to remove or stay such process within 10
     days after the date thereof; or

          (e)  the  occurrence  of  an Event of Default under either of the loan
     agreements  of  even  date  providing  for  financing  from  Key  for  the
     development of portions of the Property (the "Senior Financing"); provided,
     however,  that  if any event of default under such loan agreements is cured
     within  the  applicable  time  period,  it shall not constitute an Event of
     Default hereunder.

     8.  Rights  of  SECURED  PARTY. Upon the occurrence of an Event of Default,
         --------------------------
SECURED PARTY may, at its option, do any one or more of the following:

          (a)  declare  all  indebtedness  of  AMLH  to  SECURED  PARTY  to  be
     immediately due and payable, whereupon all unpaid principal and interest on
     the Note shall become and be immediately due and payable;

          (b)  exercise  any  and/or all of the rights and remedies of a secured
     party  as  provided  for  by  the  Uniform  Commercial Code of the State of
     Florida;

          (c) proceed by an action or actions at law or in equity to recover the
     indebtedness  secured  hereby or to foreclose under this Agreement and sell
     the Collateral, or any portion thereof, pursuant to a judgment or decree of
     a court or courts of competent jurisdiction;



          (d)  proceed  immediately  to  have  any  or  all  of  the  Collateral
     registered in SECURED PARTY's name or in the name of its nominee;

          (e)  exercise all voting rights with respect to the Collateral and all
     other rights;

          (f)  enforce  one  or  more  remedies  hereunder,  successively  or
     concurrently; and

          (g) proceed immediately to dispose of and realize upon the Collateral,
     or any part thereof, and in connection therewith, sell or otherwise dispose
     of  and  deliver  the Collateral, or any part thereof, at public or private
     sale or sales, at any exchange, broker's board or at any of SECURED PARTY's
     offices or elsewhere, at such prices and on such terms as SECURED PARTY may
     deem best, for cash or on credit, or for future delivery without assumption
     of  any  credit  risk,  with the right of SECURED PARTY or any purchaser to
     purchase  at  any  such sale either the whole or any part of the Collateral
     (in  connection with any such sale or disposition, SECURED PARTY shall give
     10 calendar days or more notice of the time and place of any public sale or
     of  the  time  after  which a private sale may take place, which notice the
     PLEDGOR hereby acknowledges to be reasonable ["Notice of Sale"]).

     Notwithstanding  the  foregoing  or  anything  else herein to the contrary,
     SECURED  PARTY  agrees that it shall accord the PLEDGOR a period of 10 days
     from  the  date  of  occurrence  of  an  Event  of Default (the "Redemption
     Period") before SECURED PARTY will have the right to sell the Collateral to
     a  third  party,  and  that  during  such Redemption Period the PLEDGOR may
     redeem  and  recover  the  Collateral  by  payment  to SECURED PARTY of all
     amounts  due under the Note, including all principal, interest and any fees
     and  expenses  due.  All  other rights and remedies of SECURED PARTY remain
     available during the Redemption Period.

     9.  PLEDGOR' Rights Prior to Default. So long as no Event of Default occurs
         --------------------------------
and  is  continuing  under  this  Agreement, the PLEDGOR shall have the sole and
exclusive  right  to  exercise  its  pre-existing  rights  under the Partnership
Agreement,  other  than  its  right  to receive payments or distributions, which
shall  be  made  directly  to  SECURED  PARTY  pursuant  to  Section 6(a) above;
provided, however, that as long as this Agreement remains in effect, without the
-----------------
prior  written  consent of SECURED PARTY (or its successor in interest), PLEDGOR
and TDSM shall not permit the Partnership to:

               (i)  merge,  consolidate,  reorganize,  liquidate,  dissolve,
          recapitalize,  sell,  lease,  transfer,  or  otherwise  dispose of its
          assets other than in the normal course of business;



               (ii)  issue,  sell, or otherwise dispose of or acquire any of its
          equity  or  debt securities (or securities convertible or exchangeable
          into any of its equity or debt securities);

               (iii)  create or permit to exist any lien, charge, or encumbrance
          upon  any  of  its  assets,  whether  now owned or hereafter acquired,
          except for:

                    (a) liens for taxes not yet due or which are being contested
               in good faith by the Partnership;

                    (b)  liens  and  encumbrances directly related to the Senior
               Financing;

                    (c)  liens  and  encumbrances  operating in favor of SECURED
               PARTY; and

                    (d)  other  liens and encumbrances incidental to the conduct
               of  the  business  of  the Partnership which were not incurred in
               connection  with  the  borrowing of money and which do not in the
               aggregate  materially detract from the value of the Partnership's
               assets  or  materially impair the use thereof in the operation of
               its business;

               (iv)  incur  or  permit to exist any indebtedness, other than any
          indebtedness  existing  pursuant  to  the  Senior  Loan or in favor of
          SECURED  PARTY,  and  other than indebtedness incurred in the ordinary
          course  of its business, nor shall it give its guarantee in connection
          with the obligation of any person or entity.

               (v)  amend the Partnership Agreement or other governing documents
          of the Partnership; or,

     In  addition,  at  all times during the term of this Agreement, PLEDGOR and
TDSM shall cause the Partnership to:

               (i)  maintain  its  entity  existence and continue to operate its
          business in the ordinary course; and

               (ii)  maintain  its  financial  condition  so  that  there  is no
          material adverse charge in its condition.

Upon the occurrence and during the continuance of an Event of Default hereunder,
SECURED  PARTY  at  its  option  shall  succeed immediately to all rights of the
PLEDGOR  in  connection  with  the  Partnership.

     10.  Proceeds.  The  proceeds  of any disposition of all or any part of the
          --------
Collateral shall be applied as follows:



          (a)  first, to the costs and expenses incurred in connection therewith
     or  incidental  thereto,  including  reasonable  attorneys'  fees and legal
     expenses;

          (b) second, to the satisfaction of the Obligations;

          (c)  third, to the payment of any other amounts required by applicable
     law; and

          (d) fourth, to the PLEDGOR to the extent of any surplus remaining.

     11. Consent. The PLEDGOR hereby consents that, from time to time, before or
         -------
after  the  occurrence  or  existence  of  any Event of Default, with or without
notice  to or assent from the PLEDGOR, any other security at any time held by or
available  to  SECURED PARTY for any of the Obligations or any other security at
any  time  held  by  or  available to SECURED PARTY or any other person, firm or
corporation  secondarily  or otherwise liable for any of the Obligations, may be
exchanged, surrendered or released, and any of the Obligations may be exchanged,
altered,  renewed,  extended,  continued,  surrendered,  compromised,  waived or
released,  in  whole  or  in part, as SECURED PARTY may see fit, and the PLEDGOR
shall  remain  bound  under  this  Agreement  notwithstanding any such exchange,
surrender,  release,  alteration,  renewal,  extension, continuance, compromise,
waiver or inaction, or extension of further credit.

     12.  Private  Sale.  The  PLEDGOR  recognizes and acknowledges that SECURED
          -------------
PARTY  may  be unable to effect a public sale of all or a part of the Collateral
and  may  elect to resort to one or more private sales to purchasers who will be
obligated  to agree, among other things, to acquire the Collateral for their own
account,  for  investment,  and  not  with  a view to the distribution or resale
thereof.  The  PLEDGOR  acknowledge that any such private sales may be at prices
and  on  terms  less  favorable  than those of public sales, and agree that such
private  sales  shall  be  deemed to have been made in a commercially reasonable
manner  provided  the  SECURED PARTY provides the Notice of Sale as set forth in
paragraph 8.

     13.  Termination.  Upon  full  payment  and  performance  of  all  of  the
          -----------
Obligations, this Agreement shall terminate.

     14. Further Assurances. The PLEDGOR and TDSM shall, upon request of SECURED
         ------------------
PARTY, furnish to SECURED PARTY such further information, execute and deliver to
SECURED  PARTY  such  additional  documents  and instruments (including, without
limitation,  further  Uniform  Commercial Code financing statements) and do such
other  acts  and  things,  as  SECURED  PARTY may at any time reasonably request
relating  to  the  perfection  or protection of the security interest created by
this  Security  Agreement  or for the purpose of carrying out the intent of this
Security  Agreement. Without limiting the foregoing, PLEDGOR shall cooperate and
do  all  reasonable  acts  deemed  necessary  or  advisable  by SECURED PARTY to
maintain in SECURED PARTY a perfected first security interest in the Collateral,
and  shall  obtain  and  furnish  to SECURED PARTY any subordinations, releases,
waivers,  and  similar  documents  as may be from time to time requested by, and
which are in form and substance satisfactory to, SECURED PARTY.



     15.  Authority  of  SECURED  PARTY.  The  SECURED  PARTY  shall have and be
          -----------------------------
entitled  to exercise all such powers hereunder as are specifically delegated to
the  SECURED  PARTY  by  the  terms  hereof,  together  with  such powers as are
incidental thereto. The SECURED PARTY may execute any of its duties hereunder by
or  through  agents  or employees and shall be entitled to retain counsel and to
act  in  reliance  upon  the  advice  of  such  counsel  concerning  all matters
pertaining  to  its  duties  hereunder.  During  the  continuance of an Event of
Default,  the  PLEDGOR and TDSM hereby consent to the admission and substitution
of the SECURED PARTY as the sole limited partner of the Partnership.

     16. Attorneys' Fees. If any legal action or other proceeding is brought for
         ---------------
the  enforcement  of  this  Agreement, or because of an alleged dispute, breach,
default  or  misrepresentation  in connection with any of the provisions of this
Agreement,  the  prevailing  party  or  parties  shall  be  entitled  to recover
reasonable  attorneys'  fees  and  other  costs incurred in connection with that
action  or  proceeding,  including before the filing of suit, in addition to any
other relief to which it or they may be entitled.

     17.  Miscellaneous.  This  Agreement  is  made  and  shall  be interpreted,
          -------------
construed and enforced in accordance with the laws of the State of Florida. This
Agreement  has been negotiated by parties knowledgeable in the matters contained
in  this  Agreement,  with  the  advice  of  counsel,  is  to  be  construed and
interpreted  in  absolute  parity,  and  shall  not  be construed or interpreted
against  any  party  by reason of such party's preparation of the initial or any
subsequent  draft of the Agreement. This Agreement may be executed in any number
of  counterparts,  each  of  which  shall be deemed to be an original and all of
which  together  shall  be  deemed  to  be one and the same instrument. Executed
copies  of  this  Agreement  may  be  delivered  by facsimile, with originals to
follow.  All  periods  of  time  referred  to  in  this  Agreement shall include
Saturdays,  Sundays  and  state  or national holidays, unless the period of time
specifies  business  days, provided that if the date or last date to perform any
act  or give any notice or approval shall fall on a Saturday, Sunday or state or
national  holiday,  such  act  or notice may be timely performed or given on the
next  succeeding  day  which  is  not  a  Saturday,  Sunday or state or national
holiday.  This Agreement shall be binding upon and shall inure to the benefit of
all  the parties hereto, their respective beneficiaries, successors and assigns.
Each party signing this Agreement on behalf of an entity represents and warrants
that  he  or she has full authority to do so and the signature of no other party
is  necessary  for  this Agreement to be effective. Headings at the beginning of
each  numbered  section  of  the Agreement are solely for the convenience of the
parties and are not a part of this Agreement. This Agreement contains all of the
agreements  of  the parties hereto with respect to the matters contained herein,
and  no  prior agreement or understanding pertaining to any such matter shall be
effective  for  any  purpose.  No  provision of this Agreement may be amended or
added to except by an agreement in writing signed by the parties hereto or their



respective  successors  in  interest. If any of the provisions contained in this
Agreement  should  be  held  invalid,  illegal  or  unenforceable  by a court of
competent jurisdiction, such provision(s) shall be reformed by such court to the
minimum extent possible to render it valid, legal and enforceable (if possible),
and  the  validity, legality and enforceability of the remaining portions hereof
shall  not in any way be affected or impaired. Time is of the essence under this
Agreement and any amendment, modification or revision of it.

     IN  WITNESS THEREOF, the parties have entered into this Agreement as of the
Effective Date.

PLEDGOR:

TIERRA  DEL  SOL  RESORT,  INC.
a  Florida  corporation


By: /s/ Malcolm J. Wright
   ---------------------------


SECURED  PARTY:

STANFORD  INTERNATIONAL  BANK,  LTD.



By: /s/ James M. Davis
   --------------------------


TDS  MANAGEMENT,  LLC,
a  Florida  limited  liability  company


By: /s/ Malcolm J. Wright
   --------------------------