Warrant Repricing Agreement between American Leisure Holdings, Inc. and Stanford Venture Capital Holdings, Inc.

Summary

American Leisure Holdings, Inc. has agreed to lower the exercise price of 1,350,000 outstanding warrants to purchase its common stock from $2.96 per share to $0.001 per share. This repricing is provided as additional consideration for Stanford Venture Capital Holdings, Inc. entering into a new credit agreement with the company. All other terms of the original warrants remain unchanged. The agreement is effective as of June 17, 2004.

EX-10.3 5 v05335_ex10-3.txt Exhibit 10.3 EXECUTION COPY INSTRUMENT OF WARRANT REPRICING Reference is made to those certain Warrants (the "Warrants"), to purchase an aggregate of 1,350,000 shares of the common stock, $0.001 par value per share ("Common Stock") exercisable at $2.96 per share, of American Leisure Holdings, Inc., a Nevada corporation (the "Company") issued to such persons and in such numbers as outlined in Schedule A attached hereto. Capitalized terms not defined herein shall have the meaning given to them in the Credit Agreement the "Initial Credit Agreement"), dated as of December 19, 2003, by and among the Company, certain parties defined therein and Stanford Venture Capital Holdings, Inc., a Delaware corporation ("Stanford"). WHEREAS, the Company has determined it to be in its best interest to secure additional financing from Stanford, pursuant to, and in accordance with, the terms of a Credit Agreement dated as of June 17, 2004 and entered into by and between American Leisure Marketing & Technology, Inc., Orlando Holidays, Inc., American Leisure, Inc., Welcome to Orlando, Inc., American Travel & Marketing Group, Inc., Hickory Travel Systems, Inc., the Company and Stanford (the "2004 Credit Agreement"); and WHEREAS, as further consideration for Stanford entering into the 2004 Credit Agreement, the Company has agreed to reprice the Warrants. NOW THEREFORE, for value received, the Company hereby agrees that each share of Common Stock represented by the Warrants (the "Warrant Shares") shall be exercisable at an exercise price per Warrant Share of $0.001 in accordance with the terms of this Warrant Agreement. Except as modified hereby, the terms and provisions of the Warrants remain in full force and effect Date: June 17, 2004 American Leisure Holdings, Inc. By:________L/S_________________ L. William Chiles Vice President EXECUTION COPY SCHEDULE A Name Number ---- ------ Osvaldo Pi 168,750 Ronald M. Stein 168,750 Daniel T. Bogar 168,750 William R. Fusselman 168,750 Stanford Venture Capital Holdings, Inc. 675,000 ------- Total 1,350,000