AMLH American Leisure Holdings Inc (PK)

American Leisure Holdings, Inc. (OTCBB:AMLH) announced today that it has entered into a non-binding term sheet for the acquisition of a controlling interest in Vici Marketing Group, LLC ("VICI"), a direct marketing company formed in 2001. VICI specializes in a variety of sophisticated marketing and distribution activities, including direct response television, database mining, telemarketing and direct mail. VICI serves a growing customer base located in the United States and internationally. VICI's headquarters are in Clearwater, Florida. It also has offices in New York and the United Kingdom. VICI had revenues of approximately $10,267,971.00 for the year ended December 31, 2004. AMLH proposes to acquire the interest in VICI through the merger of VICI and a newly created subsidiary of AMLH. AMLH will hold an 81% interest in the resulting company, with the current managers of VICI holding the remaining 19%. AMLH will have an option to acquire this 19% commencing five years after the closing. At the time of the acquisition, AMLH will issue 235,000 shares of common stock to the current owners of VICI. Additionally, AMLH will agree to issue up to 2,000,000 additional shares of AMLH to the managers of the new subsidiary over a five-year period after the closing. The shares will be conveyed on an annual basis based on the net after tax income of the resulting company during this period. In particular, AMLH will issue one share of common stock for every $15 of net after tax income generated by the business. In connection with the acquisition, AMLH will also issue shares of AMLH's Series E Preferred Stock with a liquidation preference of $2,500,000 to Stanford Financial Group in exchange for Stanford's transfer of its rights in loans made by Stanford to VICI with an outstanding balance of approximately $2,500,000. Stanford is a principal owner of VICI and a major shareholder of AMLH. The term sheet provides that the parties will use their best efforts to negotiate and execute definitive agreements and close the acquisition as soon as practicable. The parties currently expect to close the transaction by October 30, 2005. The completion of the closing will be subject to customary closing conditions. AMLH's President and CEO, Malcolm Wright, stated, "The acquisition of Vici Marketing Group, LLC will allow our vacation resort development and travel companies to have more complete access to product distribution utilizing Vici's technology and marketing expertise. In addition, Vici's particular expertise in database mining and direct response marketing should create new opportunities for our companies to reach the target markets for our vacation resort development properties and our travel opportunities. I anticipate that the existing sales velocity at Sonesta Orlando Resort at Tierra Del Sol will increase as a result of this acquisition and should also enhance our ability to acquire other properties in the Orlando area." Scott Roix, Vici Marketing Group's Chairman and CEO stated, "VICI's acquisition by American Leisure Holdings is expected to significantly expand our existing business and provide us with future growth opportunities in the vacation resort home sales market." About American Leisure Holdings, Inc. American Leisure Holdings Inc. (AMLH) is a travel services distribution and travel destination development company. The Travel Division is comprised of TraveLeaders, a travel agency and services company, and Hickory Travel Systems, Inc., which operates a well-established travel distribution network. AMLH's plan is to develop, sell and manage vacation resorts, to selectively acquire travel companies, and to expand its affiliated travel network within AMLH's business model for an integrated travel distribution company. The Company is working to develop innovative travel and communication technologies to enhance its competitive position in the travel management and vacation resort development arenas. The Company seeks to take advantage of the natural synergy between travel distribution and the management and development of travel destinations. This synergy is expected to enhance the performance of the AMLH Vacation Resort Development Division that is currently engaged in the development in Central Florida of the Sonesta Orlando Resort at Tierra Del Sol, a 972-unit vacation home resort, as well as in the planning stage of another vacation resort property. Forward-Looking Statement: This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The statements regarding AMLH in this release that are not historical in nature, particularly those that utilize terminology such as "may," "will," "should," "likely," "expects," "anticipates," "estimates," "believes" or "plans," or comparable terminology, are forward-looking statements based on current expectations about future events, which AMLH has derived from the information currently available to it. These forward-looking statements involve known and unknown risks and uncertainties that may cause AMLH's results to be materially different from results implied in such forward-looking statements. Important factors known to AMLH that could cause forward-looking statements to turn out to be incorrect are identified and discussed from time to time in AMLH's filings with the Securities and Exchange Commission. The forward-looking statements contained in this release speak only as of the date hereof, and AMLH undertakes no obligation to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise.