Common use of Restrictive Legend Clause in Contracts

Restrictive Legend. The Purchaser acknowledges and agrees that, until such time as the Securities shall have been registered under the Securities Act or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be required, such Securities may be subject to a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend in substantially the following form: THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION SHALL NO LONGER BE REQUIRED. The Purchaser further acknowledges and agrees that the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from the Company replacement certificates that do not bear this legend.

Restrictive Legend. The Purchaser acknowledges and agrees thatEach note, until such time as certificate or other instrument evidencing the Securities Notes issued by Company shall have been registered under the Securities Act be stamped or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be required, such Securities may be subject to otherwise imprinted with a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend in substantially the following formforms: “THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE OFFERED, SOLD, OFFERED FOR SALEASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED ENCUMBERED OR OTHERWISE TRANSFERRED DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION SHALL NO LONGER BE REQUIREDOR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. The Purchaser further acknowledges and agrees that the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE INSTRUMENT ARE SUBJECT TO THE TERMS OF A CERTAIN RESTRICTIONS UNDER AN ASSET SALE NOTE PURCHASE AGREEMENT DATED AS OF NOVEMBER 2019, 20022007 AMONG RIO VISTA PXXXX LLC AND THE HOLDERS IDENTIFIED THEREIN, AND TCW ASSET MANAGEMENT COMPANY, AS ADMINISTRATIVE AGENT, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGSTCW ASSET MANAGEMENT COMPANY AND WILL BE FURNISHED BY TCW ASSET MANAGEMENT COMPANY TO THE HOLDER HEREOF UPON REQUEST.” Notwithstanding the foregoing, INC. From the restrictive legend set forth above shall not be required after the date on which the securities evidenced by such note, certificate or other instrument bearing such restrictive legend no longer constitute Restricted Notes, and after November 20upon the request of the Holder of such Notes, 2003Company, Purchaser without expense to the Holder, shall issue a new note, certificate or other instrument as applicable not bearing the restrictive legend otherwise required to be entitled at no cost to secure from the Company replacement certificates that do not bear this legendborne thereby.

Restrictive Legend. The Purchaser acknowledges and agrees thatEach certificate representing the Preferred Stock, until such time as the Securities shall have been registered under the Securities Act Conversion Stock or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be required, such Securities may be subject to a stop-transfer order placed against the transfer any other securities issued in respect of such Securitiesstock upon any stock split, and such Securities stock dividend, recapitalization, merger or similar event, shall bear a restrictive legend (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with legends in substantially the following form: THESE form (in addition to any legends required by agreement or by applicable state securities laws): THE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"). THEY SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL FOR THE COMPANY, SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR OTHER EVIDENCE REASONABLY SATISFACTORY REGISTRATION UNDER THE ACT IS OTHERWISE UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE COMPANY THAT SUCH REGISTRATION SHALL NO LONGER BE REQUIREDACT. The Purchaser further acknowledges and agrees that the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS A LOCK-UP PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT OF THE COMPANY FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH IS ON FILE MAY BE OBTAINED AT THE PRINCIPAL EXECUTIVE OFFICES OFFICE OF AMERICAN LEISURE HOLDINGS, INCTHE ISSUER. From and after November 20, 2003, Purchaser shall be entitled at no cost SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES. Each Holder consents to secure from the Company replacement certificates that do not bear making a notation on its records and giving stop transfer instructions to any transfer agent of its capital stock in order to implement the restrictions on transfer established in this legendAgreement. 4.

Restrictive Legend. The Purchaser acknowledges This Warrant and agrees that, until such time as the Securities any Warrant issued upon transfer or partial exercise of this Warrant shall have been registered under the Securities Act or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be required, such Securities may be subject to a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend in substantially imprinted with the following formlegend, in addition to any legend required under applicable state securities laws: THESE “THIS WARRANT AND THE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY , OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, OFFERED FOR SALEPLEDGED, TRANSFERRED OR OTHERWISE ASSIGNED IN VIOLATION OF SUCH ACT AND LAWS OR THE PROVISIONS OF THIS WARRANT.” Each Share certificate representing Warrant Shares shall bear the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE TRANSFERRED ASSIGNED IN VIOLATION OF SUCH ACT AND LAWS OR THE ABSENCE PROVISIONS OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION SHALL NO LONGER BE REQUIRED. The Purchaser further acknowledges and agrees THIS WARRANT.” Upon request of the holder of a Share certificate, the Company shall issue to that holder a new certificate free of the foregoing legend, if, with such request, such holder provides the Company with an opinion of counsel (including in-house counsel) reasonably acceptable to the Company to the effect that the certificates evidencing securities evidenced by such certificate may be sold without restriction under Rule 144 (or any other rule permitting resales of securities without restriction) promulgated under the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from the Company replacement certificates that do not bear this legendSecurities Act.

Restrictive Legend. The Purchaser acknowledges and agrees that, until such time as the Securities shall have been registered under the Securities Act or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be required, such Securities may be subject to a stop-transfer order placed against the transfer of such Securities, and such Each certificate representing Registrable Securities shall bear a restrictive legend substantially in substantially the following form: THESE “THE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY , AND MAY NOT BE SOLD, OFFERED FOR SALETRANSFERRED, PLEDGED, ASSIGNED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT AS TO UNDER SUCH ACT COVERING SUCH SECURITIES, THE SECURITIES SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER SAID ACT THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION SHALL NO LONGER BE REQUIRED. AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.” The Purchaser further acknowledges and agrees that foregoing legend shall be removed from the certificates evidencing representing any Registrable Securities, at the Series C Preferred Stock shall until request of the first anniversary hereof bear a restrictive legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20holder thereof, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from the Company replacement certificates shall issue a certificate without such legend to the holder of the Registrable Securities if (i) those securities are registered under the Securities Act, (ii) such holder satisfies the requirements of Rule 144 under the Securities Act or (iii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that do not bear this legenda sale or transfer of those securities may be made without registration or qualification.

Restrictive Legend. The Purchaser acknowledges and agrees thatEach certificate or uncertificated share representing Registrable Securities shall, until such time except as the Securities shall have been registered under the Securities Act otherwise provided in this Section 2, be stamped or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be requiredotherwise imprinted or notated, such Securities may be subject to as applicable, with a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend substantially in substantially the following form: THESE form (in addition to any legend required under applicable state securities laws): “THE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED1933 OR ANY STATE SECURITIES LAWS. THEY SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGEDSOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO COVERING SUCH SECURITIES UNDER THE SECURITIES UNDER SAID ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO EXEMPTION FROM THE COMPANY THAT SUCH REGISTRATION SHALL NO LONGER BE REQUIRED. The Purchaser further acknowledges and agrees that REQUIREMENTS THEREOF.” Upon request of a holder of such Registrable Securities, the certificates evidencing Company shall remove the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive foregoing legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from the certificate or uncertificated shares or issue to such holder a new certificate or uncertificated shares therefor free of such legend if there is an effective registration statement covering the securities represented by such certificate or uncertificated shares or, with such request, the Company replacement certificates that do shall have received either the opinion of counsel or no-action letter referred to in Section 2.2 (unless such opinion of counsel or no-action letter is not bear this legendrequired by Section 2.2), subject in each case to the continued effectiveness of such registration statement, opinion of counsel or no-action letter.

Restrictive Legend. The Purchaser acknowledges and agrees thatEach certificate representing Company Stock shall, until such time except as the Securities shall have been registered under the Securities Act otherwise provided herein, be stamped or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be required, such Securities may be subject to otherwise imprinted with a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend substantially in substantially the following form: THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) HAVE "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE TRANSFERRED IN THE ABSENCE DISPOSED OF UNLESS: (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT AS TO UNDER THE ACT AND APPLICABLE STATE SECURITIES UNDER SAID ACT OR LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY CORPORATION THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION SHALL NO LONGER BE REQUIREDOR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. The Purchaser further acknowledges and agrees that the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: THE SECURITIES EVIDENCED BY HOLDER OF THIS CERTIFICATE ARE SUBJECT SECURITY IS ENTITLED TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED NOVEMBER 20AS OF MAY __, 20021998, A COPY OF WHICH IS ON FILE AT MAY BE OBTAINED FROM THE PRINCIPAL EXECUTIVE OFFICES SECRETARY OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser THE CORPORATION." A certificate shall be entitled at no cost not bear such legend if in the opinion of counsel satisfactory to secure from the Company replacement certificates that do not bear this legendthe securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statement.

Restrictive Legend. The Purchaser acknowledges and agrees thatEach certificate representing Registrable Securities ------------------ shall, until such time except as the Securities shall have been registered under the Securities Act otherwise provided in this Section 2 or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer in Section 3, be required, such Securities may be subject to stamped or otherwise imprinted with a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend substantially in substantially the following form: THESE form (in addition to any legend required under applicable state securities laws): THE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED1933 OR APPLICABLE STATE SECURITIES LAWS. THEY THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGEDSOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT AS TO COVERING SUCH SECURITIES UNDER THE SECURITIES UNDER SAID ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) AN OPINION OF COUNSEL, WHICH MAY BE THE IN-HOUSE COUNSEL OR OTHER EVIDENCE FOR PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY, REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH AN EXEMPTION FROM REGISTRATION SHALL NO LONGER BE REQUIREDTHEREUNDER IS AVAILABLE. The Purchaser further acknowledges and agrees that Upon request of a holder of such a certificate, the certificates evidencing Company shall remove the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive foregoing legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from the certificate or issue to such holder a new certificate therefor free of any transfer legend, if (i) there is an effective registration statement covering the securities represented by such certificate, or (ii) with such request, the Company replacement certificates that do not bear this legendshall have received either the opinion referred to in Section 3(i) or the "no-action" letter referred to in Section 3(ii).

Restrictive Legend. The Purchaser acknowledges and agrees thatEach certificate representing shares of Restricted Stock as initially issued, until such time and, except as the Securities shall have been registered under the Securities Act otherwise provided in Section 3, each certificate issued upon exchange or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be required, such Securities may be subject to a stop-transfer order placed against the transfer of such Securitiesany Restricted Stock, and such Securities has been or shall bear be stamped or otherwise imprinted with a restrictive legend substantially in substantially the following form: THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "FEDERAL ACT"), OR ANY STATE SECURITIES LAW, AND HAVE BEEN ACQUIRED BY THE REGISTERED OWNER HEREOF FOR PURPOSES OF INVESTMENT AND HAVE BEEN ISSUED OR SOLD IN RELIANCE ON STATUTORY EXEMPTIONS CONTAINED IN THE FEDERAL ACT OR AVAILABLE UNDER APPLICABLE STATE SECURITIES LAWS. THEY THE SHARES MAY NOT BE SOLD, OFFERED FOR SALETRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED DISPOSED OF EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE ABSENCE OF FEDERAL ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO UNDER SUCH ACT AND LAWS; IN THE SECURITIES UNDER SAID ACT OR CASE OF RELIANCE UPON AN EXEMPTION, THE COMPANY MUST HAVE RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY IT THAT SUCH TRANSACTION IS EXEMPT AND DOES NOT REQUIRE SUCH REGISTRATION SHALL NO LONGER BE REQUIRED. The Purchaser further acknowledges and agrees that the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from the Company replacement certificates that do not bear this legendSHARES."

Restrictive Legend. The Purchaser acknowledges Each certificate representing (i) this ------------------ Warrant, (ii) the shares of Common Stock issued upon exercise of the Warrant and agrees that(iii) any other securities issued in respect of such shares of Common Stock upon any stock split, until stock dividend or similar event (collectively, the "Restricted Securities"), shall (unless otherwise permitted by the provisions of Section 4(c) below or unless such time as the Securities shall securities have been registered under the Securities Act or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer Act) be required, such Securities may be subject to a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend in substantially imprinted with the following formlegend, in addition to any legend required under applicable state securities laws: THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR APPLICABLE BLUE SKY LAWS, AND ARE SUBJECT TO CERTAIN INVESTMENT REPRESENTATIONS. THEY THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED SALE OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO UNDER THE SECURITIES UNDER SAID ACT AND SUCH APPLICABLE BLUE SKY LAWS OR AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION SHALL NO LONGER BE REQUIREDEXEMPTION THEREFROM. The Purchaser further acknowledges and agrees Upon request of a holder of a certificate with such legend imprinted thereon, the Company shall remove the foregoing legend therefrom or, if appropriate, issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received either the opinion referred to in Section 4(c)(i) or the "no-action" letter referred to in Section 4(c)(ii) to the effect that any transfer by such holder of the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall securities evidenced by such certificate will be entitled at no cost to secure exempt from the Company replacement certificates registration and/or qualification requirements of, and that do such legend is not bear this legendrequired in order to establish compliance, with the Securities Act, and if applicable, any state securities laws under which transfer restrictions on such securities had been previously imposed.

Restrictive Legend. The Purchaser acknowledges and agrees thatUntil otherwise permitted by this SECTION 4, until each certificate for Warrants issued under this Agreement, each certificate for any Warrants issued to any subsequent transferee of any such time as certificate, each certificate for any Warrant Stock issued upon exercise of any Warrant, each certificate for any Warrant Stock issued to any subsequent transferee of any such certificate, each certificate for any Other Securities issued in connection with the exercise of any Warrant, each certificate for any Other Securities shall have been registered under the Securities Act or the Purchaser demonstrates issued to any subsequent transferee of any such certificate in respect thereof, each certificate for Interest Stock issued pursuant to the reasonable satisfaction Loan Agreement and each certificate for Interest Stock issued to any subsequent transferee of the Company and its counsel that any such registration certificate in respect thereof, shall no longer be required, such Securities may be subject to stamped or otherwise imprinted with a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend in substantially the following form: THESE "THE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY , OR APPLICABLE STATE SECURITIES LAWS, AND ACCORDINGLY, SUCH SECURITIES MAY NOT BE SOLDTRANSFERRED, OFFERED FOR SALE, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED DISPOSED OF EXCEPT IN COMPLIANCE WITH THE ABSENCE REGISTRATION OR QUALIFICATION PROVISIONS OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE APPLICABLE FEDERAL AND STATE SECURITIES UNDER SAID ACT LAWS OR UNLESS AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION SHALL NO LONGER BE AND QUALIFICATION IS NOT REQUIRED. The Purchaser further acknowledges and agrees that the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from the Company replacement certificates that do not bear this legend."

Restrictive Legend. The Purchaser acknowledges and agrees thatEach certificate representing (i) the Shares, until or (ii) Conversion Shares, or (iii) any other securities issued in respect of the Shares or the Conversion Shares, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such time as the Securities certificate shall have been registered under the Securities Act Act) be stamped or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be required, such Securities may be subject to otherwise imprinted with a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend substantially in substantially the following form: form (in addition to any legend required under applicable state securities laws): THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED1933 OR APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE A REGISTRATION STATEMENT AS IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SAID SUCH ACT OR AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION SHALL NO LONGER BE REQUIRED. The Purchaser further acknowledges and agrees that the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: IS NOT REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS Upon request of a holder of such a certificate, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser the Company shall be entitled at no cost to secure remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, if with such request, the Company replacement certificates shall have received either the opinion referred to in Section 7.3(a)(i) or the "no-action" letter referred to in Section 7.3(a)(ii), to the effect that do any transfer by such holder of the securities evidenced by such certificate will not bear this legendviolate the Securities Act and applicable state securities laws.

Restrictive Legend. The Purchaser acknowledges Each certificate for Warrant Shares shall contain the following legend, unless and agrees that, until such time as the Securities shall Warrant Shares have been registered for resale under the Securities Act of 1933, as amended (the “Securities Act”), or are freely tradable under Rule 144 promulgated under the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be required, such Securities may be subject to a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend in substantially the following form: Act (“Rule 144”). “THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR THE SECURITIES, OR “BLUE SKY,” LAWS OF ANY STATE OR OTHER DOMESTIC OR FOREIGN JURISDICTION. THEY THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION AND NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED HYPOTHECATED, TRANSFERRED OR OTHERWISE TRANSFERRED IN THE ABSENCE DISPOSED OF AN EFFECTIVE EXCEPT PURSUANT TO A REGISTRATION STATEMENT AS TO IN EFFECT UNDER THE SECURITIES UNDER SAID ACT AND OTHER APPLICABLE LAWS OR AN A WRITTEN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY SECURITY BANK CORPORATION THAT SUCH REGISTRATION SHALL NO LONGER BE REQUIRED. The Purchaser further acknowledges and agrees that the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: IS NOT REQUIRED AND THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE FOR SUCH TRANSACTIONS UNDER THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from the Company replacement certificates that do not bear this legendACT AND OTHER APPLICABLE LAWS.”

Restrictive Legend. The Purchaser acknowledges and agrees that, until such time as the Securities shall have been registered under the Securities Act Unless there is a Registration Statement or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel transfer agent have been provided with an opinion of legal counsel, in form and substance reasonably acceptable to the Company and its transfer agent, to the effect that such registration shall no longer be restrictive legend is not required, such Securities may the Conversion Shares will be subject to a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear endorsed with a restrictive legend in substantially the following formas follows: THESE THE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 19331933 (THE "SECURITIES ACT"), AS AMENDED. THEY AND, ACCORDINGLY, MAY NOT BE SOLDOFFERED OR SOLD EXCEPT IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO UNDER THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT TRANSFEROR TO SUCH REGISTRATION EFFECT, THE SUBSTANCE OF WHICH SHALL NO LONGER BE REQUIREDREASONABLY ACCEPTABLE TO THE COMPANY. The Purchaser further acknowledges and agrees that the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from the Company replacement certificates that do not bear this legendACT.

Restrictive Legend. The Purchaser acknowledges and agrees that, until such time as Each certificate for Warrant Shares initially issued upon the Securities shall have been registered under the Securities Act or the Purchaser demonstrates to the reasonable satisfaction exercise of the Company and its counsel that such registration shall no longer be required, such Securities may be subject to a stop-transfer order placed against the transfer of such Securitiesthis Warrant, and each certificate for Warrant Shares issued to any subsequent transferee of any such Securities certificate, shall bear be stamped or otherwise imprinted with a restrictive legend in substantially the following form: THESE “THE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THEY THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE SOLD, OFFERED TRANSFERRED OR RESOLD UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS SALE PURSUANT TO THE SECURITIES UNDER SAID ACT AND SUCH LAWS; OR (II) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER OR RESALE MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SAID ACT AND SUCH LAWS AND THE RECIPIENT OF SUCH TRANSFER OR SALE EXECUTES AN AGREEMENT WITH THE COMPANY THAT SUCH REGISTRATION SHALL NO LONGER BE REQUIRED. The Purchaser further acknowledges and agrees that the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: THE SECURITIES EVIDENCED OBLIGATING IT TO ABIDE BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN COMPARABLE RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from the Company replacement certificates that do not bear this legendTRANSFER AND RESALE.”

Restrictive Legend. The Purchaser acknowledges Except as otherwise provided in this Section 2, each certificate for Warrant Shares initially issued upon the exercise of this Warrant and agrees thateach certificate for Warrant Shares issued to any subsequent transferee of any such certificate, until such time as the Securities shall have been registered under the Securities Act be stamped or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be required, such Securities may be subject to otherwise imprinted with a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend in substantially the following form: “THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE A REGISTRATION STATEMENT AS IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SAID SUCH ACT OR AN OPINION OF IN FORM AND FROM COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION SHALL NO LONGER BE IS NOT REQUIRED.” Notwithstanding the foregoing, the legend requirement of this Section 2.3 shall terminate as to any particular Warrant Shares when (i) such Warrant Shares are transferred pursuant to an effective resale registration statement, as contemplated in the Amended and Restated Registration Rights Agreement between the Company and the Holder dated as of June 30, 2008, or (ii) the Company shall have received from the Holder thereof an opinion of counsel in form and substance reasonably acceptable to the Company that such legend is not required in order to ensure compliance with the Securities Act. The Purchaser further acknowledges and agrees that Whenever the certificates evidencing restrictions imposed by this Section 2.3 shall terminate, the Series C Preferred Stock shall until Holder or subsequent transferee, as the first anniversary hereof bear a restrictive legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20case may be, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure receive from the Company replacement certificates that do not bear this without cost to such Holder or transferee a certificate for the Warrant Shares without such restrictive legend.

Restrictive Legend. The Purchaser acknowledges Each Bridge Note and agrees that, until certificate representing an Investor Warrant shall bear the following or similar legend (in addition to such time other restrictive legends as the Securities shall have been registered are required or deemed advisable under the Securities Act any applicable law or the Purchaser demonstrates any other agreement to the reasonable satisfaction of which the Company and its counsel that such registration shall no longer be required, such Securities may be subject to is a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend in substantially the following form: THESE party): "THE TRANSFER OF THIS SECURITY IS SUBJECT TO RESTRICTIONS CONTAINED HEREIN. THIS SECURITY HAS BEEN ISSUED IN RELIANCE UPON THE REPRESENTATION OF HOLDER THAT IT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARDS THE RESALE OR OTHER DISTRIBUTION THEREOF. THIS SECURITY AND THE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) ISSUABLE UPON EXERCISE OR CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY , OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION SHALL NO LONGER BE IS NOT REQUIRED. The Purchaser further acknowledges and agrees that the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from the Company replacement certificates that do not bear this legend."

Restrictive Legend. The Purchaser acknowledges (i) Each certificate representing (i) the Shares, (ii) shares of the Common Stock issuable upon conversation of any Shares, and agrees that(iii) any other securities issued in respect of the Shares or Common Stock issued upon conversation of any Shares upon any stock split, until such time stock dividend, recapitalization, merger, consolidation or similar event (each of the foregoing securities in (i) through (ii) being referred to herein as "Restricted Securities"), shall (unless otherwise permitted by the Securities shall have been registered under provisions of Section 11(r)(ii) below) be stamped or otherwise imprinted with a legend substantially in the Securities Act or the Purchaser demonstrates following form (in addition to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be required, such Securities may be subject to a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend in substantially the following form: THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) required under any applicable state securities laws): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED1933 OR ANY APPLICABLE STATE SECURITIES LAWS. THEY SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES SUCH REGISTRATIONS OR EXEMPTIONS THEREFROM UNDER SAID ACT OR AN OPINION LAWS. COPIES OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY THAT SUCH REGISTRATION SHALL NO LONGER BE REQUIREDSECRETARY OF THE COMPANY. The Purchaser further acknowledges and agrees that Company will promptly, upon request, remove any such legend when no longer required by the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from the Company replacement certificates that do not bear terms of this legendAgreement or by applicable law.

Restrictive Legend. The Purchaser acknowledges and agrees thatEach certificate representing (i) ------------------ the Securities, until or (ii) shares of the Class A Common Stock issued upon conversion of Securities convertible into shares of Class A Common Stock or upon exercise of the Warrants, or (iii) any other securities issued in respect of the Securities, the Warrants or the Class A Common Stock issued upon conversion of Securities convertible into shares of Class A Common Stock or upon exercise of the Warrants, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such time as the Securities certificate shall have been registered under the Securities Act Act) be stamped or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be required, such Securities may be subject to otherwise imprinted with a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend in substantially the following form: form (in addition to any legend required under applicable state securities laws): THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED1933 OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, SOLD OR OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION SHALL NO LONGER BE REQUIRED. The Purchaser further acknowledges and agrees that IS NOT REQUIRED OR UNLESS THE COMPANY RECEIVES EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES WERE TRANSFERRED PURSUANT TO AND IN COMPLIANCE WITH RULE 144 OR RULE 144A. Upon request of a holder of such a certificate, the certificates evidencing Company shall remove the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive foregoing legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from the certificate or issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company replacement certificates shall have received either the opinion referred to in Section 4.3(i), or the "no-action" letter referred to in Section 4.3(ii), to the effect that do any transfer by such holder of the securities evidenced by such certificate will not bear this legendviolate the Securities Act and applicable state securities laws and that such legend is not required in order to establish compliance with any provisions of the Securities Act.

Restrictive Legend. The Purchaser acknowledges and agrees thatEach certificate representing (a) the Convertible Shares, until (b) the Ordinary Shares issued upon conversion of the Convertible Shares, or (c) any other securities issued in respect of the Convertible Shares or the Ordinary Shares issued upon conversion of the Convertible Shares, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event (collectively, the "Restricted Securities"), shall (unless otherwise permitted or unless the securities evidenced by such time as the Securities certificate shall have been registered under the Securities Act or the Purchaser demonstrates sold pursuant to the reasonable satisfaction of the Company and its counsel that such registration shall no longer Rule 144 or Regulation A thereunder) be required, such Securities may be subject to stamped or otherwise imprinted with a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend in substantially the following form: form (in addition to any legend required under applicable state securities laws): THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, SOLD OR OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT EXEMPTION FROM SUCH REGISTRATION SHALL NO LONGER BE REQUIREDUNDER SAID ACT. The Purchaser further acknowledges and agrees that Upon request of a holder of such a certificate, SRGL shall remove the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive foregoing legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from the Company replacement certificates certificate or issue to such holder a new certificate therefor free of any transfer legend, if, with such request, SRGL shall have received the opinion referred to in Section 6.10 to the effect that do any transfer by such holder of the securities evidenced by such certificate will not bear this legendviolate the Securities Act and applicable state securities Laws.

Restrictive Legend. The Purchaser acknowledges and agrees thatEach certificate representing Parent Common Stock shall, until such time except as the Securities shall have been registered under the Securities Act otherwise provided in this Section 2 or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer in Section 3, be required, such Securities may be subject to stamped or otherwise imprinted with a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend substantially in substantially the following form: THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) HAVE "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE TRANSFERRED IN THE ABSENCE DISPOSED OF UNLESS: (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT AS TO UNDER THE ACT AND APPLICABLE STATE SECURITIES UNDER SAID ACT OR LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY CORPORATION THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION SHALL NO LONGER BE REQUIREDOR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. The Purchaser further acknowledges and agrees that the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: THE SECURITIES EVIDENCED BY HOLDER OF THIS CERTIFICATE ARE SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE INVESTMENT AGREEMENT DATED NOVEMBER 20AS OF MAY 18, 20022000, A COPY COPIES OF WHICH IS ON FILE AT MAY BE OBTAINED FROM THE PRINCIPAL EXECUTIVE OFFICES SECRETARY OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser THE CORPORATION." Such certificates shall be entitled at no cost to secure from the Company replacement certificates that do not bear this legendsuch legend if in the opinion of counsel satisfactory to Parent the securities being sold thereby may be publicly sold without registration under the Securities Act and applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statement.

Restrictive Legend. The Purchaser acknowledges and agrees thatEach certificate representing Sipex Common Stock ------------------ shall, until such time except as the Securities shall have been registered under the Securities Act otherwise provided in this Section 2 or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer in Section 3, be required, such Securities may be subject to stamped or otherwise imprinted with a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend substantially in substantially the following form: THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) HAVE "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE TRANSFERRED IN THE ABSENCE DISPOSED OF UNLESS: (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT AS TO UNDER THE ACT AND APPLICABLE STATE SECURITIES UNDER SAID ACT OR LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY CORPORATION THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION SHALL NO LONGER BE REQUIREDOR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. The Purchaser further acknowledges and agrees that the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: THE SECURITIES EVIDENCED BY HOLDER OF THIS CERTIFICATE ARE SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS AND SUBJECT TO CERTAIN RESTRICTIONS UNDER ON SALE, PLEDGE OR DISPOSITION OF THIS SECURITY AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT AND AN ASSET SALE INVESTMENT AGREEMENT DATED NOVEMBER 20AS OF OCTOBER __, 20021999, A COPY COPIES OF WHICH IS ON FILE AT MAY BE OBTAINED FROM THE PRINCIPAL EXECUTIVE OFFICES CLERK OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser THE CORPORATION." Such certificates shall be entitled at no cost to secure from the Company replacement certificates that do not bear this legendsuch legend if in the opinion of counsel satisfactory to Sipex the securities being sold thereby may be publicly sold without registration under the Securities Act and applicable state securities laws or if such securities have been sold pursuant to Rule 144 or an effective registration statement.

Restrictive Legend. The Purchaser acknowledges Each certificate representing (i) the Shares, ------------------ and agrees that, until such time as the Securities shall have been registered under the Securities Act or the Purchaser demonstrates to the reasonable satisfaction (ii) any other securities issued in respect of the Company and its counsel that such registration Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall no longer be required, such Securities may be subject to a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend stamped or otherwise imprinted with legends in substantially the following form: THESE SECURITIES form (INCLUDING ANY UNDERLYING SECURITIES) in addition to any legend required under applicable state securities laws): "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"). THEY SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE TRANSFERRED PLEDGED IN THE ABSENCE OF AN EFFECTIVE SUCH REGISTRATION STATEMENT AS TO OR UNLESS THE SECURITIES UNDER SAID ACT OR COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) OR OTHER EVIDENCE REASONABLY SATISFACTORY ACCEPTABLE TO THE COMPANY IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION SHALL NO LONGER BE REQUIRED. The Purchaser further acknowledges and agrees that the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES EVIDENCED ACT." "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE A MARKET STAND-OFF AGREEMENT DATED NOVEMBER 20, 2002IN THE EVENT OF A PUBLIC OFFERING, A COPY OF WHICH IS ON FILE AT WITH THE PRINCIPAL EXECUTIVE OFFICES SECRETARY OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from the Company replacement certificates that do not bear this legendTHE COMPANY."

Restrictive Legend. The Purchaser acknowledges and agrees thatEach certificate representing Common Stock held by the Series A Shareholders, until the Series B Shareholders, the Executive Shareholders, or the Investors shall (unless the securities evidenced by such time as the Securities certificate shall have been registered under the Securities Act Act) be stamped or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be required, such Securities may be subject to otherwise imprinted with a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend in substantially the following form: form (in addition to any legend required under applicable state securities laws): THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS. THEY MAY NOT NO TRANSFER OF SAID SECURITIES SHALL BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED PERMITTED IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT AS UNDER THE ACT AND ANY APPLICABLE STATE LAWS COVERING THE SHARES PROPOSED TO THE SECURITIES UNDER SAID ACT BE TRANSFERRED OR (II) AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER WILL NOT REQUIRE COMPLIANCE WITH THE REGISTRATION SHALL NO LONGER BE REQUIREDREQUIREMENTS OF THE ACT AND OF ANY APPLICABLE STATE LAWS. Upon request of a holder of such a certificate, the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, if, (i) with such request, the Company shall have received either an opinion referred to in Section 3 hereof to the effect that any transfer by such holder of the securities evidenced by such certificate will not violate the Securities Act and applicable state securities laws, or (ii) in accordance with paragraph (k) of Rule 144, such holder is not and has not during the last three months been an affiliate of the Company and such holder has held the securities represented by such certificate for a period of at least three years. The Purchaser further acknowledges and agrees that Company will use reasonable efforts to assist any holder in complying with the certificates evidencing provisions of this Section 2 for removal of the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from the Company replacement certificates that do not bear this legendset forth above.

Restrictive Legend. The Purchaser acknowledges and agrees thatEach certificate representing (i) the Series ------------------ - A Preferred, until (ii) the Series B Preferred, (iii) the Series C Preferred, (iv) the -- --- -- Company's Common Stock issued upon conversion of the Series A, B or C Preferred, or (iv) any other securities issued in respect of the Series A, B or C Preferred -- or the Common Stock issued upon conversion of the Series A, B or C Preferred, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such time as the Securities certificate shall have been registered under the Securities Act or the Purchaser demonstrates sold pursuant to the reasonable satisfaction of the Company and its counsel that such registration shall no longer Rule 144 or Regulation A thereunder) be required, such Securities may be subject to stamped or otherwise imprinted with a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend in substantially the following form: form (in addition to any legend required under applicable state securities laws): THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED1933 OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, SOLD OR OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT EXEMPTION FROM SUCH REGISTRATION SHALL NO LONGER BE REQUIREDUNDER SAID ACT. The Purchaser further acknowledges and agrees that Upon request of a holder of such a certificate, the certificates evidencing Company shall remove the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive foregoing legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from the certificate or issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company replacement certificates shall have received the opinion referred to in Section 8.4 to the effect that do any transfer by such holder of the securities evidenced by such certificate will not bear this legendviolate the Securities Act and applicable state securities laws.

Restrictive Legend. The Purchaser acknowledges and agrees thatEach certificate representing (i) the shares of Series A Preferred, until or (ii) Series A Conversion Shares, or (iii) any other securities issued in respect of the shares of Series A Preferred or the Series A Conversion Shares, upon any Adjustment Event, shall (unless otherwise permitted or unless the securities evidenced by such time as the Securities certificate shall have been registered under the Securities Act Act) be stamped or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be required, such Securities may be subject to otherwise imprinted with a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend substantially in substantially the following form: form (in addition to any legend required under applicable state securities laws): THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED1933 OR APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE A REGISTRATION STATEMENT AS IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SAID SUCH ACT OR AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION SHALL NO LONGER BE REQUIRED. The Purchaser further acknowledges and agrees that the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: IS NOT REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS Upon request of a holder of such a certificate, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser the Company shall be entitled at no cost to secure remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, if with such request, the Company replacement certificates shall have received either the opinion referred to in Section 7.3(a)(i) or the "no-action" letter referred to in Section 7.3(a)(ii), to the effect that do any transfer by such holder of the securities evidenced by such certificate will not bear this legendviolate the Securities Act and applicable state securities laws.

Restrictive Legend. The Purchaser acknowledges and agrees that, until such time as the Securities Each certificate for Warrant Stock shall have been registered under the Securities Act be stamped or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be required, such Securities may be subject to a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend in substantially otherwise imprinted with the following formlegend: THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) HAVE THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. THEY NEITHER THIS SECURITY NOR ANY INTEREST HEREIN MAY NOT BE OFFERED, SOLD, OFFERED FOR SALETRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT AS TO UNDER THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (ii) AN OPINION EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL OR OTHER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, SUCH EXEMPTION TO BE EVIDENCE BY SUCH DOCUMENTATION AS THE ISSUER MAY REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION SHALL NO LONGER BE REQUIREDREQUEST. The Purchaser further acknowledges Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act ) shall also bear such legend unless, the holder of such certificate shall have delivered to the Company an opinion of counsel, in writing and agrees addressed to the Company (which counsel and opinion shall be reasonably acceptable to the Company), that the certificates evidencing securities represented thereby need no longer be subject to restrictions on resale under the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from the Company replacement certificates that do not bear this legendSecurities Act or any state securities laws.

Restrictive Legend. The Purchaser acknowledges This Warrant and agrees thateach certificate ------------------ representing (i) the Warrant Shares or (ii) any other securities issued in respect of the Warrant Shares upon any stock split, until stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such time as the Securities certificate shall have been registered under the Securities Act of 1933 (the "Act")) be stamped or otherwise imprinted with a legend substantially in the Purchaser demonstrates following form (in addition to the reasonable satisfaction of the Company any legend required under applicable state securities laws), and its counsel that such registration shall no longer be required, such Securities may be subject to a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend in substantially the following form: THESE provisions thereof. THE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY (THE "ACT"), OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, OFFERED FOR SALEASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO UNDER THE ACT AND QUALIFICATION UNDER APPLICABLE STATE SECURITIES UNDER SAID ACT LAWS, OR AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION SHALL NO LONGER BE REQUIRED. The Purchaser further acknowledges and agrees that the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: AND QUALIFICATION ARE NOT REQUIRED UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from the Company replacement certificates that do not bear this legendACT.

Restrictive Legend. The Purchaser acknowledges Each certificate representing (i) this ------------------ Warrant, (ii) the shares of Common Stock issued upon exercise of the Warrant and agrees that(iii) any other securities issued in respect of such shares of Common Stock upon any stock split, until stock dividend or similar event (collectively, the "Restricted Securities"), shall (unless otherwise permitted by the provisions of Section 4(c) below or unless such time as the Securities shall securities have been registered under the Securities Act or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer Act) be required, such Securities may be subject to a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend in substantially imprinted with the following formlegend, in addition to any legend required under applicable state securities laws: THESE THE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED1933 OR ANY STATE SECURITIES LAWS. THEY SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALETRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES EXEMPTION THEREFROM UNDER SAID ACT OR AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION SHALL NO LONGER BE REQUIREDAND ANY APPLICABLE STATE SECURITIES LAWS. The Purchaser further acknowledges and agrees Upon request of a holder of a certificate with such legend imprinted thereon, the Company shall remove the foregoing legend therefrom or, if appropriate, issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received either the opinion referred to in Section 4(c)(i) or the "no-action" letter referred to in Section 4(c)(ii) to the effect that any transfer by such holder of the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall securities evidenced by such certificate will be entitled at no cost to secure exempt from the Company replacement certificates registration and/or qualification requirements of, and that do such legend is not bear this legendrequired in order to establish compliance with the Securities Act, and if applicable, any state securities laws under which transfer restrictions on such securities had been previously imposed.

Restrictive Legend. The Purchaser acknowledges and agrees that, until such time as Each certificate representing the Securities Common Stock issued upon exercise of this Warrant shall have been registered under the Securities Act be stamped or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be required, such Securities may be subject to otherwise imprinted with a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend in substantially the following form: THESE form (in addition to any legend required under applicable state securities laws): THE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED REGISTERED, QUALIFIED, APPROVED OR DISAPPROVED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY , OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS AND NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE REGULATORY AUTHORITY HAS PASSED ON OR ENDORSED THE MERITS OF THESE SECURITIES. THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION SHALL NO LONGER BE REQUIRED. The Purchaser further acknowledges and agrees that the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002INVESTOR RIGHTS AGREEMENT, A COPY STOCKHOLDERS AGREEMENT AND A STOCK TRADING AGREEMENT, AS EACH OF THE SAME MAY BE AMENDED FROM TIME TO TIME, COPIES OF WHICH IS ON FILE ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INCTHE COMPANY. From and after November 20, 2003, Purchaser Said legends shall be entitled removed by the Company, upon the request of the holder thereof, at no cost to secure from such time as the Company replacement certificates that do not bear this legendrestrictions on the transfer of the applicable security under applicable securities laws and the obligations imposed on the holder thereof under the Investor Rights Agreement, the Stockholders Agreement and the Stock Trading Agreement, as applicable, shall have terminated.

Restrictive Legend. The Purchaser acknowledges Each certificate representing (a) this Warrant, (b) the shares of Common Stock or other securities issued upon exercise of the Warrant and agrees that(c) any other securities issued in respect of such shares of Common Stock upon any stock split, until stock dividend, recapitalization, merger, consolidation or similar event (collectively, the "Restricted Securities"), shall (unless otherwise permitted by the provisions of Section 8.4 below or unless such time as the Securities shall securities have been registered under the Securities Act or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer Act) be required, such Securities may be subject to a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend in substantially imprinted with the following formlegend, in addition to any legend required under applicable state securities laws: THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) THIS WARRANT AND THE SHARES OF COMMON STOCK REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED1933 OR ANY STATE SECURITIES LAWS. THEY SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALETRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES EXEMPTION THEREFROM UNDER SAID ACT OR AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION SHALL NO LONGER BE REQUIREDAND ANY APPLICABLE STATE SECURITIES LAWS. The Purchaser further acknowledges and agrees Upon request of a holder of such a certificate, the Corporation shall remove the foregoing legend therefrom or issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Corporation shall have received either the opinion referred to in Section 8.4(a) or the "no-action" letter referred to in Section 8.4(b) to the effect that any transfer by such holder of the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall securities evidenced by such certificate will be entitled at no cost to secure exempt from the Company replacement certificates registration and/or qualification requirements of, and that do such legend is not bear this legendrequired in order to establish compliance with, the Securities Act, and if applicable, any state securities laws under which transfer restrictions on such securities had been previously imposed.

Restrictive Legend. The Purchaser acknowledges and agrees thatEach certificate representing the Shares and, until such time except as the Securities shall have been registered under the Securities Act otherwise provided in Section 3 hereof, each certificate issued upon exchange or the Purchaser demonstrates to the reasonable satisfaction transfer of any of the Company and its counsel that such registration Shares, shall no longer be required, such Securities may be subject to stamped or otherwise imprinted with a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend substantially in substantially the following form: THESE THE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS. THEY THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR RESALE IN CONNECTION WITH THE DISTRIBUTION THEREOF. NO DISPOSITION OF THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE MADE UNLESS (i) A REGISTRATION STATEMENT AS TO UNDER THE SECURITIES UNDER SAID ACT OR AN AND APPLICABLE STATE SECURITIES LAWS IS THEN IN EFFECT WITH RESPECT THERETO, (ii) A WRITTEN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY FROM COUNSEL FOR THE COMPANY OR OTHER COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE COMPANY HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION SHALL NO LONGER BE REQUIRED. The Purchaser further acknowledges and agrees that the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: IS REQUIRED OR (iii) A "NO-ACTION" LETTER OR ITS THEN EQUIVALENT HAS BEEN ISSUED BY THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from the Company replacement certificates that do not bear this legendAND EXCHANGE COMMISSION.

Restrictive Legend. The Purchaser acknowledges Each Share Certificate and agrees that, until such time as the Securities shall have been registered under the Securities Act or the Purchaser demonstrates to the reasonable satisfaction of each Warrant Certificate issued by the Company and its counsel that such registration shall no longer be required, such Securities may be subject to a stop-transfer order placed against the transfer of such Securities, and such Securities shall will bear a restrictive legend in substantially the following formterms: THESE "THE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY , OR APPLICABLE STATE OR FOREIGN SECURITIES LAWS, AND ACCORDINGLY, SUCH SECURITIES MAY NOT BE SOLDTRANSFERRED, OFFERED FOR SALE, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED DISPOSED OF EXCEPT IN COMPLIANCE WITH THE ABSENCE REGISTRATION OR QUALIFICATION PROVISIONS OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE APPLICABLE FEDERAL, STATE AND FOREIGN SECURITIES UNDER SAID ACT LAWS OR AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION SHALL NO LONGER BE REQUIREDAPPLICABLE EXEMPTIONS THEREFROM." All of the restrictions imposed by this Section 1.04 upon the transferability of the Common Shares, Warrants and Warrant Shares shall cease and terminate as to any particular Common Share, Warrant or Warrant Share when such Common Shares or Warrant Shares shall have been effectively registered under the Securities Act and applicable state securities laws and sold by the holder thereof in accordance with such registration or sold under and pursuant to Rule 144 or is eligible to be sold under and pursuant to paragraph (k) of Rule 144. The Purchaser further acknowledges and agrees that Whenever the certificates evidencing restrictions imposed by this Section 1.04 shall terminate as to any Common Share, Warrant or Warrant Share as hereinabove provided, the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser holder thereof shall be entitled at no cost to secure receive from the Company, without expense, a new certificate evidencing such Common Share, Warrant or Warrant Share not bearing the restrictive legend otherwise required to be borne by a certificate evidencing such Common Share, Warrant or Warrant Share; provided that the Company replacement certificates may require an opinion of counsel reasonably satisfactory to it to the effect that do not bear this legendno legend is required under the Securities Act and applicable state securities laws or foreign securities laws.

Restrictive Legend. The Purchaser acknowledges and agrees that, until Each certificate representing Stockholder Shares shall (unless otherwise permitted or unless the Stockholder Shares evidenced by such time as the Securities certificate shall have been registered under the Securities Act Act) be stamped or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be required, such Securities may be subject to otherwise imprinted with a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend in substantially the following form: THESE form (in addition to any legend required under applicable state securities laws): THE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, PLEDGED HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO WITH RESPECT THERETO UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES UNDER SAID ACT LAW, OR THE RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION SHALL NO LONGER BE IS NOT REQUIRED. The Purchaser further acknowledges and agrees that Upon request of a Holder of such a certificate, the certificates evidencing Company shall remove the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive foregoing legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from the certificate or issue to such Holder a new certificate therefor free of any transfer legend, if (x) with such request, the Company replacement certificates shall have received either the opinion referred to in Section 3 hereof stating that do any transfer by such Holder of the Restricted Securities evidenced by such certificate will not bear violate the Securities Act and applicable state securities laws, or (y) in accordance with paragraph (k) of Rule 144, such Holder is not and has not during the last three months been an affiliate of the Company and such Holder has held the Restricted Securities represented by such certificate for a period of at least two years. The Company will use its best efforts to assist any Holder in complying with the provisions of this legendSection 2 for removal of the legend set forth above.

Restrictive Legend. The Purchaser acknowledges This Warrant and agrees thateach certificate representing (i) the Warrant Shares or (ii) any other securities issued in respect of the Warrant Shares upon any stock split, until stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such time as the Securities certificate shall have been registered under the Securities Act of 1933 (the "Act")) be stamped or otherwise imprinted with a legend substantially in the Purchaser demonstrates following form (in addition to the reasonable satisfaction of the Company any legend required under applicable state securities laws), and its counsel that such registration shall no longer be required, such Securities may be subject to a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend in substantially the following formprovisions thereof: THESE THE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY (THE "ACT"), OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, OFFERED FOR SALEASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO UNDER THE ACT AND QUALIFICATION UNDER APPLICABLE STATE SECURITIES UNDER SAID ACT LAWS, OR AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION SHALL NO LONGER BE REQUIRED. The Purchaser further acknowledges and agrees that the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: AND QUALIFICATION ARE NOT REQUIRED UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from the Company replacement certificates that do not bear this legendACT.

Restrictive Legend. The Purchaser Each Investor acknowledges and agrees that, until such time as that the Securities shall delivered hereunder have not been registered under the Securities Act Act, or the Purchaser demonstrates to the reasonable satisfaction of under applicable state securities laws, and that the Company in issuing the Securities will be relying upon, among other things, the Investors' representations and its counsel warranties contained in Article III, in concluding that such issuance does not require registration under the Securities Act and applicable state securities laws. In addition, each Investor is aware that the certificates representing the Shares shall no longer be required, such Securities may be subject to a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend in substantially contain the following formlegend: THESE THE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED1933 OR UNDER ANY OTHER SECURITIES LAWS. THEY MAY NOT BE SOLD, SOLD OR OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE THESE SECURITIES UNDER SAID ACT AND ANY OTHER APPLICABLE SECURITIES LAW, OR AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY CORPORATION THAT SUCH REGISTRATION SHALL NO LONGER BE REQUIRED. The Purchaser further acknowledges and agrees that the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: IS NOT REQUIRED OR WRITTEN ADVICE FROM THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT AND EXCHANGE COMMISSION AND APPLICABLE STATE SECURITIES AGENCIES, OR A MEMBER OF THE STAFF THEREOF, THAT "NO ACTION" WOULD BE RECOMMENDED IF THE PROPOSED TRANSFER WERE TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, BE MADE WITHOUT THE FILING OF A COPY REGISTRATION STATEMENT (OR ANY COMBINATION OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from the Company replacement certificates that do not bear this legendFOREGOING).

Restrictive Legend. The Purchaser acknowledges and agrees thatEach certificate representing the Common Stock or any other securities issued upon any stock split, until stock dividend, recapitalization, merger, consolidation or similar event shall (unless otherwise permitted or unless the securities evidenced by such time as the Securities certificate shall have been registered under the Securities Act Act) be stamped or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be required, such Securities may be subject to otherwise imprinted with a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend in substantially the following form: form (in addition to any legend required under applicable state securities laws): THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THEY MAY NOT NO TRANSFER OF SAID SECURITIES SHALL BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED PERMITTED IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT AS UNDER THE ACT AND ANY APPLICABLE STATE LAWS COVERING THE SHARES PROPOSED TO THE SECURITIES UNDER SAID ACT BE TRANSFERRED OR (II) AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER WILL NOT REQUIRE COMPLIANCE WITH THE REGISTRATION SHALL NO LONGER BE REQUIREDREQUIREMENTS OF THE ACT AND OF ANY APPLICABLE STATE LAWS. Upon request of a holder of such a certificate, the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, if (x) with such request, the Company shall have received either an opinion referred to in Section 3 to the effect that any transfer by such holder of the securities evidenced by such certificate will not violate the Securities Act and applicable state securities laws, (y) in accordance with paragraph (k) of Rule 144, such holder is not and has not during the last three months been an affiliate of the Company and such holder has held the securities represented by such certificate for a period of at least two years. The Purchaser further acknowledges and agrees that Company will use its reasonable best efforts to assist any holder in complying with the certificates evidencing provisions of this Section 2 for removal of the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from the Company replacement certificates that do not bear this legendset forth above.

Restrictive Legend. The Purchaser acknowledges and agrees thatEach certificate representing (i) the shares of Series A Preferred, until or (ii) Series A Conversion Shares, or (iii) any other securities issued in respect of the shares of Series A Preferred or the Series A Conversion Shares, upon any Adjustment Event, shall (unless otherwise permitted or unless the securities evidenced by such time as the Securities certificate shall have been registered under the Securities Act Act) be stamped or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be required, such Securities may be subject to otherwise imprinted with a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend substantially in substantially the following form: form (in addition to any legend required under applicable state securities laws): THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED1933 OR APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE A REGISTRATION STATEMENT AS IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SAID SUCH ACT OR AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION SHALL NO LONGER BE REQUIRED. The Purchaser further acknowledges and agrees that the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: IS NOT REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS Upon request of a holder of such a certificate, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser the Company shall be entitled at no cost to secure remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, if with such request, the Company replacement certificates shall have received either the opinion referred to in Section 7.3(i) or the "no-action" letter referred to in Section 7.3(ii), to the effect that do any transfer by such holder of the securities evidenced by such certificate will not bear this legendviolate the Securities Act and applicable state securities laws.

Restrictive Legend. The Purchaser acknowledges and agrees that, until such time as the Securities shall have been registered under the Securities Act or the Purchaser demonstrates to the reasonable satisfaction Each certificate representing shares of the Company and its counsel that such registration ------------------ Company's Common Stock, including those received upon exercise of the Warrant, any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall no longer (unless otherwise permitted by the provisions of Section 4 below) be required, such Securities may be subject to stamped or otherwise imprinted with a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend in substantially the following form: THESE SECURITIES form (INCLUDING ANY UNDERLYING SECURITIES) in addition to any legend required under applicable securities laws): "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EFFECTIVE REGISTRATION STATEMENT AS EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECURITIES UNDER SAID ACT OR AN OPINION SECRETARY OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION SHALL NO LONGER BE REQUIRED. The Purchaser further acknowledges and agrees that the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, A COPY OF WHICH IS ON FILE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INCTHE CORPORATION." The Holder consents to the Company's making a notation on its records and giving instructions to any transfer agent of the Common Stock in order to implement the restrictions on transfer established in this Section 3. From and after November 20, 2003, Purchaser The Company shall be entitled obligated to reissue promptly unlegended certificates at no cost the request of any Holder thereof if the Holder shall have obtained an opinion of counsel at such Holder's expense (which counsel may be counsel to secure from the Company) reasonably acceptable to the Company replacement certificates to the effect that do not bear this the securities proposed to be disposed of may lawfully be so disposed of without registration, qualification or legend.

Restrictive Legend. The Purchaser acknowledges and agrees thatEach certificate representing (i) the Shares, until or (ii) the Conversion Shares, or (iii) any other securities issued in respect of the Shares or the Conversion Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such time as the Securities certificate shall have been registered under the Securities Act Act) be stamped or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be required, such Securities may be subject to otherwise imprinted with a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend substantially in substantially the following form: form (in addition to any legend required under applicable state securities laws): THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933l933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, SOLD OR OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR THE AVAILABILITY OF AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH EXEMPTION FROM REGISTRATION SHALL NO LONGER BE REQUIREDUNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. The Purchaser further acknowledges and agrees that Upon request of a holder of such a certificate, the certificates evidencing Company shall remove the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive foregoing legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from the certificate or issue to such holder a new certificate therefor free of any transfer legend, if with such request, the Company replacement certificates shall have received either the opinion referred to in Section 9.4(a)(i) or the "no-action" letter referred to in Section 9.4(a)(ii), to the effect that do any transfer by such holder of the securities evidenced by such certificate will not bear this legendviolate the Securities Act and applicable state securities laws.

Restrictive Legend. The Purchaser acknowledges Each certificate representing (a) this Warrant, (b) the shares of Common Stock or other securities issued upon exercise of the Warrant and agrees that(c) any other securities issued in respect of such shares of Common Stock upon any stock split, until stock dividend, recapitalization, merger, consolidation or similar event (collectively, the "Restricted Securities") , shall (unless otherwise permitted by the provisions of Section 8.4 below or unless such time as the Securities shall securities have been registered under the Securities Act or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer Act) be required, such Securities may be subject to a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend in substantially imprinted with the following formlegend, in addition to any legend required under applicable state securities laws: THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) THIS WARRANT AND THE SHARES OF COMMON STOCK REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED1933 OR ANY STATE SECURITIES LAWS. THEY SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALETRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES EXEMPTION THEREFROM UNDER SAID ACT OR AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION SHALL NO LONGER BE REQUIREDAND ANY APPLICABLE STATE SECURITIES LAWS. The Purchaser further acknowledges and agrees Upon request of a holder of such a certificate, the Corporation shall remove the foregoing legend therefrom or issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Corporation shall have received either the opinion referred to in Section 8.4(a) or the "no-action" letter referred to in Section 8.4(b) to the effect that any transfer by such holder of the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall securities evidenced by such certificate will be entitled at no cost to secure exempt from the Company replacement certificates registration and/or qualification requirements of, and that do such legend is not bear this legendrequired in order to establish compliance with, the Securities Act, and if applicable, any state securities laws under which transfer restrictions on such securities had been previously imposed.

Restrictive Legend. The Purchaser acknowledges and agrees thatEach certificate representing shares of Restricted Stock as initially sold to you, until such time and, except as the Securities shall have been registered under the Securities Act otherwise provided in Section 3, each certificate issued upon exchange or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be required, such Securities may be subject to a stop-transfer order placed against the transfer of such Securitiesany Restricted Stock, and such Securities has been or shall bear be stamped or otherwise imprinted with a restrictive legend substantially in substantially the following form: THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "FEDERAL ACT"), OR ANY STATE SECURITIES LAW, AND HAVE BEEN ACQUIRED BY THE REGISTERED OWNER HEREOF FOR PURPOSES OF INVESTMENT AND HAVE BEEN ISSUED OR SOLD IN RELIANCE ON STATUTORY EXEMPTIONS CONTAINED IN THE FEDERAL ACT OR AVAILABLE UNDER APPLICABLE STATE SECURITIES LAWS. THEY THE SHARES MAY NOT BE SOLD, OFFERED FOR SALETRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED DISPOSED OF EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE ABSENCE OF FEDERAL ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO UNDER SUCH ACT AND LAWS; IN THE SECURITIES UNDER SAID ACT OR CASE OF RELIANCE UPON AN EXEMPTION, THE COMPANY MUST HAVE RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY IT THAT SUCH TRANSACTION IS EXEMPT AND DOES NOT REQUIRE SUCH REGISTRATION SHALL NO LONGER BE REQUIRED. The Purchaser further acknowledges and agrees that the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from the Company replacement certificates that do not bear this legendSHARES."

Restrictive Legend. The Purchaser acknowledges Each certificate representing (a) this Warrant, (b) the shares of Common Stock or other securities issued upon exercise of the Warrant and agrees that(c) any other securities issued in respect of such shares of Common Stock upon any stock split, until stock dividend, recapitalization, merger, consolidation or similar event (collectively the "Restrictive Securities"), shall (unless otherwise permitted by the provisions of Section 9.4 below or unless such time as the Securities shall securities have been registered under the Securities Act or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer Act) be required, such Securities may be subject to a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend in substantially imprinted with the following formlegend, in addition to any legend required under applicable state securities laws: THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) THIS WARRANT AND THE SHARES OF COMMON STOCK REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED1933 OR ANY STATE SECURITIES LAWS. THEY SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALETRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES EXEMPTION THEREFROM UNDER SAID ACT OR AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION SHALL NO LONGER BE REQUIREDAND ANY APPLICABLE STATE SECURITIES LAWS. The Purchaser further acknowledges and agrees Upon request of a holder of such a certificate, the Corporation shall remove the foregoing legend therefrom or issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Corporation shall have received either the opinion referred to in Section 9.4(a) or the "no-action" letter referred to in Section 9.4(b) to the effect that any transfer by such holder of the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall securities evidenced by such certificate will be entitled at no cost to secure exempt from the Company replacement certificates registration and/or qualification requirements of, and that do such legend is not bear this legendrequired in order to establish compliance with, the Securities Act, and if applicable, any state securities laws under which transfer restrictions on such securities had been previously imposed.

Restrictive Legend. The Purchaser acknowledges and agrees thatEach certificate representing the Common Stock or any other securities issued upon any stock split, until stock dividend, recapitalization, merger, consolidation or similar event shall (unless otherwise permitted or unless the securities evidenced by such time as the Securities certificate shall have been registered under the Securities Act Act) be stamped or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be required, such Securities may be subject to otherwise imprinted with a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend in substantially the following form: form (in addition to any legend required under applicable state securities laws): THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THEY MAY NOT NO TRANSFER OF SAID SECURITIES SHALL BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED PERMITTED IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT AS UNDER THE ACT AND ANY APPLICABLE STATE LAWS COVERING THE SHARES PROPOSED TO THE SECURITIES UNDER SAID ACT BE TRANSFERRED OR (II) AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER WILL NOT REQUIRE COMPLIANCE WITH THE REGISTRATION SHALL NO LONGER BE REQUIREDREQUIREMENTS OF THE ACT AND OF ANY APPLICABLE STATE LAWS. Upon request of a holder of such a certificate, the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, if (x) with such request, the Company shall have received either an opinion referred to in Section 3 to the effect that any transfer by such holder of the securities evidenced by such certificate will not violate the Securities Act and applicable state securities laws, (y) in accordance with paragraph (k) of Rule 144, such holder is not and has not during the last three months been an affiliate of the Company and such holder has held the securities represented by such certificate for a period of at least two years. The Purchaser further acknowledges and agrees that Company will use its reasonable best efforts to assist any holder in complying with the certificates evidencing provisions of this Section 2 for removal of the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from the Company replacement certificates that do not bear this legendset forth above.

Restrictive Legend. The Purchaser acknowledges Warrant and agrees thatany Shares obtained upon exercise of this Warrant shall be represented by certificates, until such time and, unless otherwise permitted by the provisions of thisss.9.2, shall be marked with a legend reading substantially as the Securities shall have been registered under the Securities Act or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be required, such Securities may be subject to a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend in substantially the following formfollows: THESE THE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY , OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE SUCH REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY EXEMPTION THEREFROM UNDER SUCH ACT AND ANY SUCH LAWS THAT MAY BE APPLICABLE AND ARE TRANSFERABLE ONLY UPON THE CONDITIONS SPECIFIED IN THE WARRANT PURSUANT TO THE COMPANY THAT WHICH SUCH REGISTRATION SHALL NO LONGER BE REQUIREDSECURITIES WERE ISSUED. The Purchaser further acknowledges If a registration statement covering this Warrant or any Shares obtained upon exercise of this Warrant shall become effective under the Securities Act and agrees that the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20under any applicable state securities laws, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from or if the Company replacement shall receive an opinion of counsel reasonably satisfactory to the Company (which shall include counsel to the Company and counsel to the original Holder of this Warrant) that, in the opinion of such counsel, such legend is not required (including, without limitation, because of the availability of an exemption afforded by Rule 144 under the Securities Act), the Company shall, or shall instruct its transfer agents and registrars to, remove such legend or issue new Warrants or certificates that do not bear without such legend. Upon the reasonable written request of a Holder, the Company shall forthwith request counsel to render an opinion with respect to the matters covered in this legendparagraph, and the Company shall pay all expenses in connection with such matters.

Restrictive Legend. The Purchaser acknowledges and agrees thatEach certificate representing Shares or Warrant Shares shall, until such time except as the Securities shall have been registered under the Securities Act or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be requiredotherwise provided below, such Securities may be subject to a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend in substantially the following form: THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE TRANSFERRED IN THE ABSENCE DISPOSED OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNLESS THEY HAVE BEEN REGISTERED UNDER SAID THAT ACT OR AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH EXEMPTION FROM REGISTRATION SHALL NO LONGER BE REQUIREDIS AVAILABLE. The Purchaser further acknowledges and agrees that the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: THE THESE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO A REGISTRATION RIGHTS AGREEMENT BY AND AMONG SENTO CORPORATION (THE "COMPANY") AND CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT SHAREHOLDERS OF THE COMPANY, DATED NOVEMBER 20AS OF , 20021999, A COPY OF WHICH IS ON FILE MAY BE OBTAINED AT THE PRINCIPAL EXECUTIVE OFFICES OFFICE OF AMERICAN LEISURE HOLDINGSTHE COMPANY. A certificate shall not bear such legend if (a) in the opinion of counsel satisfactory to the Company the securities represented thereby may, INC. From at such time, be publicly sold without registration under the Securities Act in accordance with the provisions of Rule 144 or any other rule thereunder permitting public sale without registration under the Securities Act or (b) upon a transfer by a Shareholder of the securities represented thereby, in the opinion of counsel satisfactory to the Company, such securities may be transferred in a public sale without registration under the Securities Act and after November 20, 2003, Purchaser shall the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled at no cost to secure from transfer such securities in a public sale without registration under the Company replacement certificates that do not bear this legendSecurities Act.

Restrictive Legend. The Purchaser acknowledges and agrees thatEach certificate representing (i) the Shares or (ii) any other securities issued in respect of the Shares upon any stock split, until stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such time as the Securities certificate shall have been registered under the Securities Act Act) be stamped or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be required, such Securities may be subject to otherwise imprinted with a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend substantially in substantially the following form: form (in addition to any legend required under applicable state securities laws): "THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED1933 OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, SOLD OR OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE THESE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION SHALL NO LONGER BE IS NOT REQUIRED. The Purchaser further acknowledges and agrees that ." Upon request of a holder of such a certificate, the certificates evidencing Company shall remove the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive foregoing legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from the certificate or issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company replacement certificates shall have received either the opinion referred to in Section 8.4(i) or the "no-action" letter referred to in Section 8.4(ii) to the effect that do any transfer by such holder of the securities evidenced by such certificate will not bear this legendviolate the Securities Act and applicable state securities laws.

Restrictive Legend. The Purchaser acknowledges and agrees thatEach certificate representing (i) the Preferred Shares, until or (ii) the Conversion Shares, or (iii) any other securities issued in respect of the Preferred Shares or the Conversion Shares, upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such time as the Securities certificate shall have been registered under the Securities Act Act) be stamped or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be required, such Securities may be subject to otherwise imprinted with a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend in substantially the following form: form (in addition to any legend required under applicable state securities laws): THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED1933 OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, SOLD OR OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION SHALL NO LONGER BE IS NOT REQUIRED. The Purchaser further acknowledges and agrees that Upon request of a Holder of such a certificate, the certificates evidencing Company shall remove the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive foregoing legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from the certificate or issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company replacement certificates shall have received either the opinion referred to in Section 8.4(i) or the "no-action" letter referred to in Section 8.4(ii) to the effect that do any transfer by such holder of the securities evidenced by such certificate will not bear this legendviolate the Securities Act and applicable state securities laws.

Restrictive Legend. The Purchaser acknowledges and agrees thatEach certificate representing any Buyer Shares and, until such time except as the Securities shall have been registered under the Securities Act otherwise provided in Section 4.6.3 hereof, each certificate issued upon exchange or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be required, such Securities may be subject to a stop-transfer order placed against the transfer of any Buyer Shares (whether or not such Securities, and such Securities exchange or transfer shall bear constitute a restrictive Transfer) shall be stamped or otherwise imprinted with a legend substantially in substantially the following form: THESE "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES (INCLUDING LAWS AND MAY ONLY BE SOLD IN COMPLIANCE WITH ANY UNDERLYING SECURITIES) APPLICABLE SECURITIES LAWS. IN PARTICULAR, THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY , AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE TRANSFERRED IN THE ABSENCE DISPOSED OF AN EFFECTIVE (1) UNLESS A REGISTRATION STATEMENT AS TO UNDER THE SECURITIES UNDER SAID ACT OF 1933, AS AMENDED, WITH RESPECT TO SUCH SHARES SHALL THEN BE IN EFFECT OR UNLESS THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT ANY PROPOSED TRANSFER OR DISPOSITION OF SUCH SHARES IS EXEMPT FROM REGISTRATION SHALL NO LONGER BE REQUIRED. The Purchaser further acknowledges and agrees that the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: UNDER THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ACT OF 1933, AS AMENDED, AND (2) EXCEPT IN ACCORDANCE WITH THE ASSET SALE PURCHASE AGREEMENT DATED NOVEMBER 20OCTOBER , 20021997 BETWEEN THE COMPANY AND FLOATING ARMS, INC., A COPY OF WHICH IS ON FILE WITH THE COMPANY AT THE ITS PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from the Company replacement certificates that do not bear this legendOFFICE."

Restrictive Legend. The Purchaser acknowledges and agrees that, until such time as Such Investor hereby consents to the placement of a legend on any certificate or other document evidencing the Securities shall and, when issued, the Warrant Shares, that such securities have not been registered under the Securities Act or the Purchaser demonstrates any state securities or “blue sky” laws and setting forth or referring to the reasonable satisfaction of restrictions on transferability and sale thereof contained in this Agreement. Such Investor is aware that the Company and will make a notation in its counsel that such registration shall no longer be required, such Securities may be subject appropriate records with respect to a stop-transfer order placed against the transfer restrictions on the transferability of such Securities, and such Securities . The legend to be placed on each certificate shall bear a restrictive legend be in form substantially similar to the following formfollowing: THESE “THE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED. THEY AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, OFFERED FOR SALETRANSFERRED, PLEDGEDASSIGNED, HYPOTHECATED PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF DISTRIBUTED FOR VALUE UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT AS TO UNDER SUCH ACT AND SUCH LAWS COVERING SUCH SECURITIES, OR THE SECURITIES UNDER SAID ACT OR COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION SHALL NO LONGER BE IS NOT REQUIRED. The Purchaser further acknowledges and agrees that the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from the Company replacement certificates that do not bear this legend.”

Restrictive Legend. The Purchaser acknowledges Except as otherwise provided in this Section 2, each certificate for Warrant Shares initially issued upon the exercise of this Warrant and agrees thateach certificate for Warrant Shares issued to any subsequent transferee of any such certificate, until such time as the Securities shall have been registered under the Securities Act be stamped or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be required, such Securities may be subject to otherwise imprinted with a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend in substantially the following form: “THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE A REGISTRATION STATEMENT AS IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SAID SUCH ACT OR AN OPINION OF IN FORM AND FROM COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION SHALL NO LONGER BE IS NOT REQUIRED.” Notwithstanding the foregoing, the legend requirements of this Section 2.3 shall terminate as to any particular Warrant Shares when (i) such Warrant Shares are transferred pursuant to an effective resale registration statement, as contemplated in the Registration Rights Agreement dated as of June 27, 2007 (the “Registration Rights Agreement”) executed by the Company in favor of the Holder, or (ii) the Company shall have received from the Holder thereof an opinion of counsel in form and substance reasonably acceptable to the Company that such legend is not required in order to ensure compliance with the Securities Act. The Purchaser further acknowledges and agrees that Whenever the certificates evidencing restrictions imposed by this Section 2.3 shall terminate, the Series C Preferred Stock shall until Holder or subsequent transferee, as the first anniversary hereof bear a restrictive legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20case may be, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure receive from the Company replacement certificates that do not bear this without cost to such Holder or transferee a certificate for the Warrant Shares without such restrictive legend.

Restrictive Legend. (a) The Purchaser acknowledges and agrees thatcertificates representing the Shares sold pursuant to this Subscription Agreement will be imprinted with (and, until such time as with respect to Shares held in book-entry form, the Securities shall have been registered under Company’s transfer agent will record on the Securities Act or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be required, such Securities may be subject to share register) a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend in substantially the following form: THESE "THE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THEY THE SECURITIES MAY NOT BE OFFERED, SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED PLEDGED OR OTHERWISE TRANSFERRED IN EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ABSENCE OF SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO UNDER THE SECURITIES UNDER SAID ACT OR ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION SHALL NO LONGER BE REQUIRED. The Purchaser further acknowledges and agrees that the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: UNDER THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from the Company replacement certificates that do not bear this legendACT AND SUCH OTHER APPLICABLE LAWS."

Restrictive Legend. The Purchaser acknowledges Each certificate representing (i) the shares of ------------------ the Company's Common Stock and agrees that, until such time as the Securities shall have been registered under the Securities Act or the Purchaser demonstrates to the reasonable satisfaction (ii) any other securities issued in respect of the Company and its counsel that such registration Common Stock issued upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall no longer (unless otherwise permitted by the provisions of Section 4 below) be required, such Securities may be subject to stamped or otherwise imprinted with a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend in substantially the following form: THESE SECURITIES form (INCLUDING ANY UNDERLYING SECURITIES) in addition to any legend required under applicable securities laws): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19331933 AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, AS AMENDEDOR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THEY NO SUCH SALE OR DISTRIBUTION MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT RELATED THERETO OR AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY IN FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION SHALL NO LONGER BE REQUIREDIS NOT REQUIRED UNDER SAID ACT. Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Common Stock in order to implement the restrictions on transfer established in this Section 3. The Purchaser further acknowledges and agrees Company shall be obligated to reissue promptly unlegended certificates at the request of the Holder thereof if the Holder shall have obtained an opinion of counsel at Holder's expense (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20securities proposed to be disposed of may lawfully be so disposed of without registration, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from the Company replacement certificates that do not bear this qualification or legend.

Restrictive Legend. The Purchaser acknowledges Each certificate representing (i) this Warrant, ------------------ (ii) the shares of Common Stock issued upon exercise of the Warrant, and agrees that(iii) any other securities issued in respect of such shares of Common Stock upon any stock split, until stock dividend, or similar event (collectively, the "RESTRICTED SECURITIES"), shall -- unless otherwise permitted by the provisions of SECTION 3(c) below or unless such time as the Securities shall securities have been registered under the Securities Act or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer -- be required, such Securities may be subject to a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend in substantially imprinted with the following formlegend, in addition to any legend required under applicable state securities laws: THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR APPLICABLE BLUE SKY LAWS, AND ARE SUBJECT TO CERTAIN INVESTMENT REPRESENTATIONS. THEY THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED SALE OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO UNDER THE SECURITIES UNDER SAID ACT AND SUCH APPLICABLE BLUE SKY LAWS OR AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION SHALL NO LONGER BE REQUIREDEXEMPTION THEREFROM. The Purchaser further acknowledges and agrees Upon request of a holder of a certificate with such legend imprinted thereon, the Company shall remove the foregoing legend therefrom or, if appropriate, issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received either the opinion referred to in SECTION 3(c)(i) or the "no-action" letter referred to in SECTION 3(c)(ii) to the effect that any transfer by such holder of the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall securities evidenced by such certificate will be entitled at no cost to secure exempt from the Company replacement certificates registration or qualification requirements of, and that do such legend is not bear this legendrequired in order to establish compliance, with the Securities Act, and if applicable, any state securities laws under which transfer restrictions on such securities had been previously imposed.

Restrictive Legend. The Purchaser acknowledges and agrees that, until such time as the Securities Shares shall have been registered under the Securities Act or in accordance with the Purchaser demonstrates to the reasonable satisfaction terms of the Company and its counsel that such registration shall no longer be requiredRegistration Rights Agreement or sold in accordance with Section 4(a), such Securities may be subject to a stop-transfer order placed against the transfer of such Securities, and such Securities Shares shall bear a restrictive legend in substantially the following form: THESE THE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR OR, IF PERMITTED UNDER THE TERMS OF THE SUBSCRIPTION AGREEMENT DATED AS OF 2 MAY 2005, PURSUANT TO AN EXEMPTION FROM REGISTRATION SPECIFIED IN AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION SHALL NO LONGER BE REQUIREDCOMPANY. The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Share upon which it is stamped, if such Share is registered for sale under an effective registration statement filed under the Securities Act pursuant to the Registration Rights Agreement or if such Shares are proposed to be sold pursuant to an exemption from registration as provided in this Agreement and the Company receives an opinion of counsel with respect to compliance with such exemption. The Purchaser further acknowledges and agrees that to sell all Shares, including those represented by a certificate(s) from which the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend has been removed, in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20compliance with applicable prospectus delivery requirements, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from the Company replacement certificates that do not bear this legendif any.

Restrictive Legend. The Purchaser acknowledges Each certificate representing (i) the ------------------ Shares, and agrees that, until such time as the Securities shall have been registered under the Securities Act or the Purchaser demonstrates to the reasonable satisfaction (ii) any other securities issued in respect of the Company and its counsel that such registration Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall no longer be required, such Securities may be subject to a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend stamped or otherwise imprinted with legends in substantially the following form: THESE SECURITIES form (INCLUDING ANY UNDERLYING SECURITIES) in addition to any legend required under applicable state securities laws): "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"). THEY SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE TRANSFERRED PLEDGED IN THE ABSENCE OF AN EFFECTIVE SUCH REGISTRATION STATEMENT AS TO OR UNLESS THE SECURITIES UNDER SAID ACT OR COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) OR OTHER EVIDENCE REASONABLY SATISFACTORY ACCEPTABLE TO THE COMPANY IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION SHALL NO LONGER BE REQUIRED. The Purchaser further acknowledges and agrees that the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES EVIDENCED ACT." "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE A MARKET STAND-OFF AGREEMENT DATED NOVEMBER 20, 2002IN THE EVENT OF A PUBLIC OFFERING, A COPY OF WHICH IS ON FILE AT WITH THE PRINCIPAL EXECUTIVE OFFICES SECRETARY OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from the Company replacement certificates that do not bear this legendTHE COMPANY."

Restrictive Legend. The Purchaser acknowledges and agrees that, until such time as Each certificate for Warrant Stock issued upon ------------------ the Securities shall have been registered under the Securities Act or the Purchaser demonstrates to the reasonable satisfaction exercise of the Company and its counsel that such registration shall no longer be required, such Securities may be subject to a stop-transfer order placed against the transfer of such Securitiesthis Warrant, and each certificate for Warrant Stock issued to any subsequent transferee of any such Securities certificate, shall bear be stamped or otherwise imprinted with a restrictive legend in substantially the following form: THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY , OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLDOFFERED, OFFERED FOR SALE, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO UNLESS EITHER (1) SUCH SHARES ARE REGISTERED UNDER THE SECURITIES UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR (2) AN OPINION EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND LEGAL COUNSEL OF THE HOLDER OF SUCH SHARES (WHICH COUNSEL OR OTHER EVIDENCE IS REASONABLY SATISFACTORY TO THE COMPANY THAT COMPANY) PROVIDES AN OPINION TO SUCH REGISTRATION SHALL NO LONGER BE REQUIRED. EFFECT TO THE COMPANY." The Purchaser further acknowledges Company shall, upon the request of any holder of a stock certificate bearing the foregoing legend and agrees the surrender of such certificate, issue a new stock certificate without such legend if such holder shall have delivered to the Company a legal opinion reasonably satisfactory to the Company to the effect that the certificates evidencing restrictions set forth herein are no longer required or necessary under the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from the Company replacement certificates that do not bear this legendSecurities Act or any applicable state law.

Restrictive Legend. The Purchaser acknowledges and agrees thatWarrant Shares shall be represented by certificates, until such time and, unless otherwise permitted by the provisions of this §8.2, shall be marked with a legend reading substantially as the Securities shall have been registered under the Securities Act or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be required, such Securities may be subject to a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend in substantially the following formfollows: THESE THE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE TRANSFERRED ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO FOR THE SECURITIES UNDER SAID THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL OR OTHER EVIDENCE IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. ANY SUCH REGISTRATION SHALL NO LONGER SALE, ASSIGNMENT OR TRANSFER MUST ALSO BE REQUIREDMADE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS. The Purchaser further acknowledges If a registration statement covering the Warrant or any Warrant Shares shall become effective under the Securities Act and agrees that the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20under any applicable state securities laws, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from or if the Company replacement shall receive an opinion of counsel reasonably satisfactory to the Company (which shall include counsel to the Company and counsel to the original Holder of the Warrant) that, in the opinion of such counsel, such legend is not required (including, without limitation, because of the availability of an exemption afforded by Rule 144(b) under the Securities Act), the Company shall, or shall instruct its transfer agents and registrars to, remove such legend or issue new Warrants or certificates that do not bear without such legend. Upon the reasonable written request of a Holder, the Company shall forthwith request counsel to render an opinion with respect to the matters covered in this legendparagraph, and the Company shall pay all expenses in connection with such matters.

Restrictive Legend. The Purchaser acknowledges and agrees that, until such time as Each certificate representing the Securities shall have been registered under the Securities Act or the Purchaser demonstrates Shares will contain a legend substantially to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be required, such Securities may be subject following effect (in addition to a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend in substantially the following form: THESE any legends required under applicable securities laws). THE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THEY NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED, SOLD, OFFERED FOR SALETRANSFERRED, PLEDGEDENCUMBERED, HYPOTHECATED ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE DISPOSED OF EXCEPT PURSUANT TO (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO FOR THE SECURITIES UNDER SAID THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (B) AN OPINION OF COUNSEL APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, INCLUDING RULE 144, SUBJECT TO THE COMPANY’S AND THE TRANSFER AGENT’S RIGHT PRIOR TO ANY SUCH OFFER, SALE, TRANSFER, ENCUMBRANCE, ASSIGNMENT OR OTHER EVIDENCE DISPOSITION TO REQUIRE THE DELIVERY OF REASONABLE AND CUSTOMARY CERTIFICATIONS AND/OR OTHER INFORMATION REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION SHALL NO LONGER BE REQUIREDEACH OF THEM. The Purchaser further acknowledges and agrees To the extent that the certificates evidencing circumstances or provisions requiring the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive above legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20have ceased to be effective, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from the Company replacement will upon request reissue certificates that do not bear this without the legend.

Restrictive Legend. The Purchaser acknowledges and agrees thatEach certificate representing Registrable Securities issued, until such time and, except as the Securities shall have been registered under the Securities Act otherwise provided in Section 4, each certificate issued upon exchange or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be required, such Securities may be subject to a stop-transfer order placed against the transfer of such any Registrable Securities, and such Securities shall bear be stamped or otherwise imprinted with a restrictive legend substantially in substantially the following form: THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “FEDERAL ACT”), OR ANY STATE SECURITIES LAW, AND HAVE BEEN ACQUIRED BY THE REGISTERED OWNER HEREOF FOR PURPOSES OF INVESTMENT AND HAVE BEEN ISSUED OR SOLD IN RELIANCE ON STATUTORY EXEMPTIONS CONTAINED IN THE FEDERAL ACT OR AVAILABLE UNDER APPLICABLE STATE SECURITIES LAWS. THEY THE SHARES MAY NOT BE SOLD, OFFERED FOR SALETRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED DISPOSED OF EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE ABSENCE OF FEDERAL ACT AND ANY OTHER APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO UNDER SUCH ACT AND LAWS; IN THE SECURITIES UNDER SAID ACT OR CASE OF RELIANCE UPON AN EXEMPTION, GOLDLEAF MUST HAVE RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY IT THAT SUCH TRANSACTION IS EXEMPT AND DOES NOT REQUIRE SUCH REGISTRATION SHALL NO LONGER BE REQUIRED. The Purchaser further acknowledges and agrees that the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from the Company replacement certificates that do not bear this legendSHARES.”

Restrictive Legend. The Purchaser acknowledges (a) Each certificate representing the Shares shall, and agrees thatin each case, until such time as the Securities shall have been registered under the Securities Act or the Purchaser demonstrates subject to the reasonable satisfaction provisions of the Company and its counsel that such registration shall no longer in compliance with this Agreement, be required, such Securities may be subject to a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend stamped or otherwise imprinted with legends substantially in substantially the following form: THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) HAVE "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY 1933 AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE TRANSFERRED IN THE ABSENCE DISPOSED OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNLESS IT HAS BEEN REGISTERED UNDER SAID THAT ACT OR AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO EXEMPTION FROM REGISTRATION IS AVAILABLE." "IN ADDITION, THE COMPANY THAT SUCH REGISTRATION SHALL NO LONGER BE REQUIRED. The Purchaser further acknowledges and agrees that the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER ON TRANSFER AS SET FORTH IN AN ASSET SALE PURCHASE AGREEMENT DATED NOVEMBER 20AS OF FEBRUARY 14, 20022000 AS IT MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGSTHE ISSUER. NO REGISTRATION OF TRANSFER OF THESE SHARES WILL BE MADE ON THE BOOKS OF THE ISSUER UNLESS AND UNTIL SUCH RESTRICTIONS SHALL HAVE ELAPSED OR BEEN SATISFIED OR COMPLIED WITH." Upon request of the Seller, INC. From and after November 20subject to the restrictions in Section 1.8(b), 2003, Purchaser shall be entitled at no cost to secure the Buyer will remove the foregoing legend from the Company replacement certificates certificate or issue to the Seller a new certificate therefor free of any transfer legend, if, in conjunction with such request, the Buyer receives either the opinion referred to in Section 1.13(b) or the "no action" letter referred to in Section 1.13(b) to the effect that do any transfer by the Seller of the Shares represented by the certificate will not bear this legendviolate the Securities Act and applicable state securities laws.

Restrictive Legend. The Purchaser acknowledges and agrees thatEach certificate representing the Common Stock or any other securities issued upon any stock split, until stock dividend, recapitalization, merger, consolidation or similar event shall (unless otherwise permitted or unless the securities evidenced by such time as the Securities certificate shall have been registered under the Securities Act Act) be stamped or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be required, such Securities may be subject to otherwise imprinted with a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend in substantially the following form: form (in addition to any legend required under applicable state securities laws): THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS. THEY MAY NOT NO TRANSFER OF SAID SECURITIES SHALL BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED PERMITTED IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT AS UNDER THE ACT AND ANY APPLICABLE STATE LAWS COVERING THE SHARES PROPOSED TO THE SECURITIES UNDER SAID ACT BE TRANSFERRED OR (II) AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER WILL NOT REQUIRE COMPLIANCE WITH THE REGISTRATION SHALL NO LONGER BE REQUIREDREQUIREMENTS OF THE ACT AND OF ANY APPLICABLE STATE LAWS. Upon request of a holder of such a certificate, the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, if (x) with such request, the Company shall have received either an opinion referred to in (II) of the above legend to the effect that any transfer by such holder of the securities evidenced by such certificate will not violate the Securities Act and applicable state securities laws, (y) in accordance with Rule 144(k), such holder is not and has not during the last three months been an affiliate of the Company and such holder has held the securities represented by such certificate for a period of at least two years. The Purchaser further acknowledges and agrees that Company will use its best efforts to assist any holder in complying with the certificates evidencing provisions of this Section 2 for removal of the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from the Company replacement certificates that do not bear this legendset forth above.

Restrictive Legend. The Purchaser acknowledges Each certificate representing the Shares and agrees that, until such time as the Securities shall have been registered under the Securities Act or the Purchaser demonstrates to the reasonable satisfaction any other securities issued in respect of the Company and its counsel that such registration Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall no longer (unless otherwise permitted by the provisions of Section 2.4 below) be required, such Securities may be subject to stamped or otherwise imprinted with a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend substantially in substantially the following form: THESE SECURITIES form (INCLUDING ANY UNDERLYING SECURITIES) in addition to any legend required under applicable state securities laws): "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED OR PLEDGED IN THE ABSENCE OF AN EFFECTIVE SUCH REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR UNLESS ISSUER RECEIVES EITHER (A) AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR ISSUER) REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT, OR (B) OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY ISSUER, THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION SHALL NO LONGER BE REQUIRED. The Purchaser further acknowledges and agrees that the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT." "THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002BETWEEN ISSUER AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE AT WITH THE PRINCIPAL EXECUTIVE OFFICES SECRETARY OF AMERICAN LEISURE HOLDINGS, INC. From ISSUER." Each Holder consents to Parent making a notation on its records and after November 20, 2003, Purchaser shall be entitled at no cost giving instructions to secure from any transfer agent of the Company replacement certificates that do not bear Restricted Securities in order to implement the restrictions on transfer established in this legendSection 2.3.

Restrictive Legend. The Purchaser acknowledges Each certificate representing (i) this Warrant, (ii) the shares of Common Stock issued upon exercise of the Warrant and agrees that(iii) any other securities issued in respect of such shares of Common Stock upon any stock split, until stock dividend or similar event (collectively, the "Restricted Securities"), shall (unless otherwise permitted by the provisions of Section 4(c) below or unless such time as the Securities shall securities have been registered under the Securities Act or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer Act) be required, such Securities may be subject to a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend in substantially imprinted with the following formlegend, in addition to any legend required under applicable state securities laws: THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY , AND MAY NOT BE SOLD, OFFERED FOR SALETRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF ABSENT AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES THEREOF UNDER SAID SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION SHALL NO LONGER BE IS NOT REQUIRED. The Purchaser further acknowledges and agrees Upon request of a holder of a certificate with such legend imprinted thereon, the Company shall remove the foregoing legend therefrom or, if appropriate, issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received the opinion referred to in Section 4(c) to the effect that any transfer by such holder of the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall securities evidenced by such certificate will be entitled at no cost to secure exempt from the Company replacement certificates registration and/or qualification requirements of, and that do such legend is not bear this legendrequired in order to establish compliance with the Securities Act, and if applicable, any state securities laws under which transfer restrictions on such securities had been previously imposed.

Restrictive Legend. The Purchaser acknowledges and agrees thatEach note, until such time as certificate or other instrument evidencing the Securities Notes issued by Company shall have been registered under the Securities Act be stamped or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be required, such Securities may be subject to otherwise imprinted with a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend in substantially the following formforms: "THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE OFFERED, SOLD, OFFERED FOR SALEASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED ENCUMBERED OR OTHERWISE TRANSFERRED DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION SHALL NO LONGER BE REQUIREDOR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. The Purchaser further acknowledges and agrees that the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE INSTRUMENT ARE SUBJECT TO THE TERMS OF A CERTAIN RESTRICTIONS UNDER AN ASSET SALE NOTE PURCHASE AGREEMENT DATED NOVEMBER 20AS OF OCTOBER 19, 20022007 AMONG COMPANY, THE HOLDERS IDENTIFIED THEREIN, AND TCW ASSET MANAGEMENT COMPANY, AS ADMINISTRATIVE AGENT, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGSTCW ASSET MANAGEMENT COMPANY AND WILL BE FURNISHED BY TCW ASSET MANAGEMENT COMPANY TO THE HOLDER HEREOF UPON REQUEST." Notwithstanding the foregoing, INC. From the restrictive legend set forth above shall not be required after the date on which the securities evidenced by such note, certificate or other instrument bearing such restrictive legend no longer constitute Restricted Notes, and after November 20upon the request of the Holder of such Notes, 2003Company, Purchaser without expense to the Holder, shall issue a new note, certificate or other instrument as applicable not bearing the restrictive legend otherwise required to be entitled at no cost to secure from the Company replacement certificates that do not bear this legendborne thereby.

Restrictive Legend. The Purchaser acknowledges certificate or certificates representing the Shares and agrees that, until such time as the Securities Warrant Shares shall have been registered each be subject to the following legend restricting transfer under the Securities Act or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be required, such Securities may be subject to a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend in substantially the following formAct: THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) HAVE THE TRANSACTION IN WHICH THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ACQUIRED WAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW. THEY MAY NOT NO TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED VALID OR OTHERWISE TRANSFERRED IN THE ABSENCE OF EFFECTIVE UNLESS SUCH TRANSFER IS MADE (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (B) IN A TRANSACTION THAT QUALIFIES AS AN EXEMPT TRANSACTION UNDER SAID THE SECURITIES ACT OR AND ANY APPLICABLE STATE SECURITIES LAWS AND FOR WHICH, SUBJECT TO LIMITED EXCEPTIONS, AN OPINION OF COUNSEL OR OTHER EVIDENCE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY ACCEPTABLE TO THE COMPANY THAT TO SUCH REGISTRATION SHALL NO LONGER BE REQUIREDEFFECT HAS BEEN PROVIDED. The Purchaser further acknowledges and agrees that the certificates evidencing the Series C Preferred Stock Company shall until the first anniversary hereof bear a restrictive remove this legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from the Company replacement certificate or certificates that do not bear this legendrepresenting any of the Shares or the Warrant Shares upon the termination of the restrictions on transferability with respect to such Shares or Warrant Shares, in accordance with the last sentence of Section 8.4.

Restrictive Legend. The Purchaser acknowledges and agrees that, until such time as the Securities shall have been registered under the Securities Act or the Purchaser demonstrates In addition to the reasonable satisfaction legends specified in the Debentures, in the case of the Company and its counsel that such registration shall no longer be required, such Securities may be subject to a stop-transfer order placed against the transfer of such SecuritiesConversion Shares, and such Securities shall the Warrants, in the case of the Warrant Shares, each certificate representing Conversion Shares or Warrant Shares shall, except as otherwise provided below, bear a restrictive legend in substantially the following form: THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE TRANSFERRED IN THE ABSENCE DISPOSED OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNLESS THEY HAVE BEEN REGISTERED UNDER SAID THAT ACT OR AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH EXEMPTION FROM REGISTRATION SHALL NO LONGER BE REQUIREDIS AVAILABLE. The Purchaser further acknowledges and agrees that the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: THE THESE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO A REGISTRATION RIGHTS AGREEMENT BY AND AMONG SENTO CORPORATION (THE "COMPANY") AND CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT SHAREHOLDERS OF THE COMPANY, DATED NOVEMBER 20AS OF , 20022003, A COPY OF WHICH IS ON FILE MAY BE OBTAINED AT THE PRINCIPAL EXECUTIVE OFFICES OFFICE OF AMERICAN LEISURE HOLDINGSTHE COMPANY. A certificate shall not bear such legend if (a) in the opinion of counsel satisfactory to the Company, INC. From the securities represented thereby may, at such time, be publicly sold without registration under the Securities Act in accordance with the provisions of Rule 144 or any other rule thereunder permitting public sale without registration under the Securities Act or (b) upon a transfer by a Holder of the securities represented thereby, in the opinion of counsel satisfactory to the Company, such securities may be transferred in a public sale without registration under the Securities Act and after November 20, 2003, Purchaser shall the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled at no cost to secure from transfer such securities in a public sale without registration under the Company replacement certificates that do not bear this legendSecurities Act.

Restrictive Legend. The Purchaser acknowledges and agrees thatEach certificate representing Registrable Securities issued, until such time and, except as the Securities shall have been registered under the Securities Act otherwise provided in Section 5, each certificate issued upon exchange or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be required, such Securities may be subject to a stop-transfer order placed against the transfer of such any Registrable Securities, and such Securities shall bear be stamped or otherwise imprinted with a restrictive legend substantially in substantially the following form: THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "FEDERAL ACT"), OR ANY STATE SECURITIES LAW, AND HAVE BEEN ACQUIRED BY THE REGISTERED OWNER HEREOF FOR PURPOSES OF INVESTMENT AND HAVE BEEN ISSUED OR SOLD IN RELIANCE ON STATUTORY EXEMPTIONS CONTAINED IN THE FEDERAL ACT OR AVAILABLE UNDER APPLICABLE STATE SECURITIES LAWS. THEY THE SHARES MAY NOT BE SOLD, OFFERED FOR SALETRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED DISPOSED OF EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE ABSENCE OF FEDERAL ACT AND ANY OTHER APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO UNDER SUCH ACT AND LAWS; IN THE SECURITIES UNDER SAID ACT OR CASE OF RELIANCE UPON AN EXEMPTION, THE COMPANY MUST HAVE RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY IT THAT SUCH TRANSACTION IS EXEMPT AND DOES NOT REQUIRE SUCH REGISTRATION SHALL NO LONGER BE REQUIRED. The Purchaser further acknowledges and agrees that the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from the Company replacement certificates that do not bear this legendSHARES."

Restrictive Legend. The Purchaser acknowledges and agrees thatEach certificate representing the Securities, until such time as the shares of Common Stock underlying the Securities and any other securities issued in respect of the Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act Act) be stamped or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be required, such Securities may be subject to otherwise imprinted with a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend substantially in substantially the following form: THESE form (in addition to any legend required under applicable state securities laws): THE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS. THEY SUCH SECURITIES MAY NOT BE SOLD, SOLD OR OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED SALE IN THE ABSENCE OF AN EFFECTIVE SUCH REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION SHALL NO LONGER BE REQUIREDIS NOT REQUIRED UNDER THE ACT. The Purchaser further acknowledges Upon request of Purchaser, the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received either an opinion of counsel or the "no-action" letter referred to in Section 4 to the effect that any transfer by such holder of the securities evidenced by such certificate will not violate the Securities Act and agrees that the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive applicable state securities laws, unless any such transfer legend may be removed pursuant to Rule 144(k) or any successor rule, in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser which case no such opinion or "no-action" letter shall be entitled at no cost to secure from the Company replacement certificates that do not bear this legendrequired.

Restrictive Legend. The Purchaser acknowledges Certificates representing the Shares, the Warrant and agrees that, until such time as the Securities Warrant Shares shall have been registered under the Securities Act be stamped or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be required, such Securities may be subject to imprinted with a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend in substantially the following form: THESE THIS SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) EVIDENCED BY THIS CERTIFICATE OR INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALETRANSFERRED, PLEDGED, HYPOTHECATED PLEDGED OR OTHERWISE TRANSFERRED DISPOSED OF UNLESS (i) REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR (ii) GLOBAL SOURCES LIMITED, A DELAWARE CORPORATION (THE "COMPANY"), SHALL HAVE RECEIVED AN OPINION, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS FORM, SCOPE AND SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY, FROM COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION OF SUCH SECURITIES UNDER SAID THE SECURITIES ACT OR AN OPINION AND UNDER THE PROVISIONS OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION SHALL NO LONGER BE APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. The Purchaser further acknowledges restrictions imposed by this Section 5 shall terminate (i) when such securities shall have been resold pursuant to being effectively registered under the Securities Act, (ii) upon the Company's receipt of an opinion of counsel, in form and agrees that substance reasonably satisfactory to the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20Company, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost addressed to secure from the Company replacement certificates to the effect that do such restrictions are no longer required to ensure compliance with the Securities Act and state securities laws or (iii) upon the Company's receipt of other evidence reasonably satisfactory to the Company that such registration and qualification under state securities laws is not bear this legendrequired.

Restrictive Legend. The Purchaser acknowledges Each Debenture and agrees thateach certificate representing (i) the Shares, until or (ii) other securities issued in respect of the Shares pursuant to any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such time as the Securities certificate shall have been registered under the Securities Act of 1933) be stamped or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be required, such Securities may be subject to otherwise imprinted with a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend in substantially the following form: form (in addition to any legend required under applicable state securities laws): THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED1933 OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, SOLD OR OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION SHALL NO LONGER BE IS NOT REQUIRED. The Purchaser further acknowledges and agrees that Upon request of Purchaser, the certificates evidencing Company or Wellsway shall remove the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive foregoing legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from the Debentures and/or the certificate or issue to Purchaser a new Debenture and/or certificate therefor free of any transfer legend, if, with such request, the Company replacement certificates (or Wellsway, as the case may be) shall have received either the opinion referred to in Section 8(d)(i) hereof or the "no-action" letter referred to in Section 8(d)(ii) hereof, or a combination of subsections (i) and (ii) thereof to the effect that do any transfer by Purchaser of the securities evidenced by such Debenture and/or certificate will not bear this legendviolate the Securities Act of 1933.

Restrictive Legend. The Purchaser acknowledges Each certificate representing the Shares and agrees that, until such time as each certificate representing the Securities shall have been registered under the Securities Act or the Purchaser demonstrates Underlying Shares will contain a legend substantially to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be required, such Securities may be subject following effect (in addition to a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend in substantially the following form: THESE any legends required under applicable securities laws). THE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THEY NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED, SOLD, OFFERED FOR SALETRANSFERRED, PLEDGEDENCUMBERED, HYPOTHECATED ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE DISPOSED OF EXCEPT PURSUANT TO (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO FOR THE SECURITIES UNDER SAID THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (B) AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, INCLUDING RULE 144, SUBJECT TO THE COMPANY’S AND THE TRANSFER AGENT’S RIGHT PRIOR TO ANY SUCH OFFER, SALE, TRANSFER, ENCUMBRANCE, ASSIGNMENT OR OTHER DISPOSITION TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL COUNSEL, CERTIFICATIONS AND/OR OTHER EVIDENCE INFORMATION REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION SHALL NO LONGER BE REQUIREDEACH OF THEM. The Purchaser further acknowledges and agrees To the extent that the certificates evidencing circumstances or provisions requiring the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive above legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20have ceased to be effective, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser shall be entitled at no cost to secure from the Company replacement will upon request reissue certificates that do not bear this without the legend.

Restrictive Legend. The Purchaser acknowledges and agrees thatEach certificate representing Preferred Stock ------------------ shall, until such time except as the Securities shall have been registered under the Securities Act otherwise provided in this Section 2, be stamped or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be required, such Securities may be subject to otherwise imprinted with a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend substantially in substantially the following form: THESE "THE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE TRANSFERRED DISPOSED OF UNLESS THE SHARES (A) HAVE BEEN REGISTERED UNDER SUCH ACT AND ALL SUCH APPLICABLE LAWS, (B) ARE TRANSFERABLE PURSUANT TO RULE 144 PROMULGATED UNDER THE SECURITIES ACT, OR (C) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH ARE TRANSFERABLE PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION SHALL NO LONGER BE REQUIRED. The Purchaser further acknowledges and agrees that the certificates evidencing the Series C Preferred Stock shall until the first anniversary hereof bear a restrictive legend in substantially the following form: UNDER THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 20ACT." A certificate shall not bear such legend, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC. From and after November 20, 2003, Purchaser or such legend shall be entitled at no cost promptly removed, if in the opinion of counsel satisfactory to secure from the Company replacement certificates the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws or the Holder provides the Company with a certificate that do not bear this legendsuch Holder satisfies all the requirements of Rule 144 (k).