Press Release: American Leisure Holdings, Inc.
July 17, 2002
ROCKWALL, TX -- American Leisure Holdings, Inc. (OTCBB: FWPC), American Leisure Holdings, Inc. (ALH), and Qualycon,
Inc. and its affiliated marketing and sales company Condotrust, Inc. have signed a Letter of Intent under which
American Leisure Holdings will acquire Qualycon.
The acquisition is pending completion of due diligence and a closing during the month of October 2002. The proposed
purchase consideration is the issue of 30,000 shares of a new series "C" Preferred Stock which will be
convertible into a minimum of 300,000 ALH common shares, plus the issue of additional ALH common shares dependent
upon the average after-tax earnings of Qualycon and Condotrust over the 48 months following the date of closing.
The maximum amount payable to the shareholders of Qualycon and Condotrust will be $10 million worth of ALH common
shares based on the market value of ALH common shares at the end of the 48 months earn out period with a minimum
conversion value of $7 per ALH common share. The average combined after-tax earnings earnings of both Qualycon
and Condotrust to support the $10 million value has to be not less than $2.5 million per year with a deduction
of $4,000 in consideration per $1,000 shortfall in the average after-tax profits. ALH has agreed to inject up to
$2 million in cash into the companies to accelerate their sales and marketing efforts from part of ALH's private
placing being arranged by its investment bankers. The shareholders of the two entities are confident that they
can achieve these average after-tax earnings during the 48 months following closing.
"American Leisure Holdings represents the culmination of a vision I have had for years," said Malcolm
Wright, President of ALH. "As we execute our corporate strategy through the finalization of the various planned
acquisitions that we are negotiating, we believe that we will soon begin to see a positive impact on both our top
and bottom lines".
About Qualycon, Inc.
Qualycon has operated a full-service, Web-based, e-commerce platform since 1997 that has become one of the most
powerful one-stop accommodation vacation booking sites on the Internet, providing a real-time, secure, online rental
reservation processing for its licensed user base for booking worldwide resort condominiums. Qualycon, currently
has over 2,200 resorts available in its inventory, provided by resort owners, developers, homeowner associations,
and property management companies who deposit their weekly resort inventory into the Qualycon real-time reservation
system. This gives Qualycon an average inventory of in excess of 400,000 weeks of available real-time inventory
for its licensed users. The Qualycon real-time reservation system provides the venue whereby its users can rent
resort condominium weeks at significantly discounted rental rates as compared to their open market prices. Qualycon
collects the entire rental charge from the consumer, at the time of booking through a secure online transaction,
and then remits the net revenue to the resort inventory provider. Qualycon's booking engine is active to its licensed
users 24 hours a day, 7 days a week, 365 days a year. Qualycon also offers its licensed users savings for air,
car, and cruise reservations. Qualycon's licensed user base is on track to surpass 24,000 active licensed users
in 2002 and grow exponentially upon being fully integrated into the ALH family of companies.
For more information, visit www.qualycon.net.
About American Leisure Holdings, Inc.
American Leisure Holdings, Inc. (OTCBB: FWPC.OB) is a marriage between cash-flow rich travel service businesses
and asset rich leisure property businesses. ALH's strategy is to own and manage vacation hotel/resort properties
located throughout popular vacation destinations in the U.S. and Caribbean, operate vacation club and travel club
programs targeted to corporate and leisure travelers, and sell travel services and vacation ownership to its club
member bases. Born from the opportunities in today's travel and leisure industry, ALH's unique business model will
allow the Company to maintain its leisure property assets at near full occupancy on a year-round basis.
For more information, visit www.americanleisureholdings.com.
FORWARD LOOKING STATEMENTS/ DISCLAIMER:
This press release contains forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. The statements regarding ALH 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
ALH has derived from the information currently available to it. These forward-looking statements involve known
and unknown risks and uncertainties that may cause our results to be materially different from results implied
in such forward-looking statements. Important factors known to ALH that could cause forward-looking statements
to turn out to be incorrect are identified and discussed from time to time in ALH's filings with the Securities
and Exchange Commission. The forward-looking statements contained in this release speak only as of the date hereof,
and ALH undertakes no obligation to correct or update any forward-looking statements, whether as a result of new
information, future events or otherwise.
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Contact:
The Investor Relations Group Inc.
Investors:
Tom Caden & Dian Griesel, Ph.D., 212.825.3210
Media:
Janet Vasquez, 212.825.3210