Exhibit 4.6

                      CERTIFICATE OF DESIGNATION OF SERIES
                 AND DETERMINATION OF RIGHTS AND PREFERENCES OF
                           SERIES F PREFERRED STOCK OF
                         AMERICAN LEISURE HOLDINGS, INC.

     American  Leisure  Holdings,  Inc.,  a  Nevada corporation (the "Company"),
acting  pursuant  to  Nevada Revised Statues Section 78.1955, does hereby submit
the  following  Certificate of Designation of Series and Determination of Rights
and  Preferences  of  its  Series  F  Preferred  Stock.

     FIRST:      The  name of the Company is American Leisure Holdings, Inc.

     SECOND:     By  unanimous  consent of the Board of Directors of the Company
the  following  resolutions  were  duly  adopted:

     WHEREAS  the  Articles of Incorporation of the Company authorizes Preferred
Stock  consisting of Ten Million (10,000,000) shares, par value $0.01 per share,
issuable  from  time  to  time  in  one  or  more  series;  and

     WHEREAS  the  Board  of  Directors of the Company is authorized, subject to
limitations prescribed by law and by the provisions of the Company's Articles of
Incorporation  to  establish  and fix the number of shares to be included in any
series  of  Preferred  Stock  and  the designation, rights, preferences, powers,
restrictions  and  limitations  of  the  shares  of  such  series;

     WHEREAS it is the desire of the Board of Directors to establish and fix the
number  of  shares  to  be  included  in a new series of Preferred Stock and the
designation,  rights,  preferences  and  limitations  of  the shares of such new
series;

     NOW,  THEREFORE,  BE IT RESOLVED that pursuant to the Company's Articles of
Incorporation  there  is  hereby  established  a new series of One Hundred Fifty
Thousand  (150,000)  shares  of  convertible Preferred Stock of the Company (the
"Series  F  Preferred  Stock")  to  have  the  designation, rights, preferences,
powers,  restrictions  and  limitations  as  follows:

     1.     Dividends.  The  holders  of  the  Series F Preferred Stock shall be
entitled  to  receive,  out  of  funds  legally  available  therefor, cumulative
dividends  at the rate of $1.00 (subject to appropriate adjustments in the event
of  any  stock  dividend,  stock  split,  combination  or  other  similar
recapitalization  affecting  such  shares)  per  share  per  annum,  payable  in
preference  and  priority to any payment of any cash dividend on Common Stock or
any  other  shares  of  capital  stock  of the Company junior in priority to the
Series  F  Preferred  Stock  (such  Common  Stock and other inferior stock being
collectively  referred  to as "Junior Stock"), when and as declared by the Board
of  Directors  of the Company, provided, however, that such dividends to holders
of  the  Series  F  Preferred  Stock shall be on parity with any other series of
Preferred  Stock  hereinafter  designated  to  be  on  parity  with the Series F
Preferred  Stock  (such equivalent stock, if any, being collectively referred to
herein  as  "Parity  Preferred  Stock");  but shall be junior in priority to the
Company's Series A Preferred Stock, Series B Preferred Stock, Series C Preferred
Stock,  Series  E  Preferred Stock (including any amendments thereto unless such
amendments specifically state otherwise), and any other class or series of stock
ranking  senior to the Series F Preferred Stock and Parity Preferred Stock (such
Series  A  Preferred  Stock, Series B Preferred Stock, Series C Preferred Stock,
Series  E Preferred Stock, including amendments thereto if applicable, and other

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superior  stock being collectively referred to as "Senior  Stock") in respect of
dividends  that  may be authorized from time to time, subject to approval of the
holders  of  Series  F  Preferred Stock as provided herein. Such dividends shall
accrue  with  respect to each share of Series F Preferred Stock from the date on
which  such  share  is  issued and outstanding and thereafter shall be deemed to
accrue  from  day  to  day  whether or not earned or declared and whether or not
there  exists  profits, surplus or other funds legally available for the payment
of  dividends, and shall be cumulative so that if such dividends on the Series F
Preferred Stock shall not have been paid, or declared and set apart for payment,
the  deficiency shall be fully paid or declared and set apart for payment before
any  dividend  shall  be  paid or declared or set apart for any Junior Stock and
before  any  purchase or acquisition of any Junior Stock is made by the Company,
except  the  repurchase  of  Junior  Stock  from  employees  of the Company upon
termination of employment. At the earlier of: (1) the redemption of the Series F
Preferred  Stock;  or  (2)  the  liquidation, sale or merger of the Company, any
accrued  but  undeclared  dividends  shall  be  paid to the holders of record of
outstanding  shares of Series F Preferred Stock. No accumulation of dividends on
the Series F Preferred Stock shall bear interest. Each dividend shall be paid in
cash  and  mailed  to  the  holders of record of the Series F Preferred Stock as
their  names and addresses appear on the share register of the Company or at the
office  of  the  transfer  agent  on  the  corresponding  dividend payment date.

     2.     Liquidation,  Dissolution  or  Winding  Up.  In  the  event  of  any
voluntary  or involuntary liquidation, dissolution or winding up of the Company,
the  holders  of  shares  of  Series F Preferred Stock then outstanding shall be
entitled  to be paid out of the assets of the Company available for distribution
to  its  stockholders  on parity with the holders of the Parity Preferred Stock,
after  and  subject  to  the  payment  in  full  of  all  amounts required to be
distributed to the holders of any Senior Preferred Stock, but before any payment
shall  be  made  to  the  holders  of  Junior Stock by reason of their ownership
thereof,  an  amount  equal  to  $100.00  (the "Liquidation Value") per share of
Series  F  Preferred Stock plus any accrued but unpaid dividends (whether or not
declared).  If  upon  any  such  liquidation,  dissolution  or winding up of the
Company  the  remaining  assets of the Company available for distribution to its
stockholders  shall  be  insufficient  to  pay the holders of shares of Series F
Preferred  Stock the full amount to which they shall be entitled, the holders of
shares  of  Series F Preferred Stock and any class or series of stock ranking on
liquidation on a parity with the Series F Preferred Stock shall share ratably in
any  distribution of the remaining assets and funds of the Company in proportion
to  the  respective  amounts  which would otherwise be payable in respect of the
shares  held  by  them  upon such distribution if all amounts payable on or with
respect  to  such  shares  were  paid  in  full.

     3.     Voting.

          (a)     Each  holder of outstanding shares of Series F Preferred Stock
shall  be entitled to the number of votes equal to the number of whole shares of
Common  Stock  into  which  the  shares of Series F Preferred Stock held by such
holder  are  convertible  (as  adjusted  from time to time pursuant to Section 4
hereof),  at each meeting of stockholders of the Company (and written actions of
stockholders  in lieu of meetings) with respect to any and all matters presented
to  the stockholders of the Company for their action or consideration. Except as
provided  by  law,  by  the  provisions  of  Subsection  3(b)  below,  or by the
provisions establishing any other series of Preferred Stock, holders of Series F
Preferred  Stock  and  of  any other outstanding series of Preferred Stock shall
vote  together  with  the  holders  of  Common  Stock  as  a  single  class.

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          (b)     The  Company  shall  not  amend,  alter or repeal preferences,
rights,  powers  or  other terms of the Series F Preferred Stock so as to affect
adversely  the  Series  F  Preferred  Stock,  without  the  written  consent  or
affirmative  vote  of  the  holders of at least seventy-six percent (76%) of the
then outstanding shares of Series F Preferred Stock, given in writing or by vote
at  a  meeting, consenting or voting (as the case may be) separately as a class.
For  this  purpose,  without  limiting  the  generality  of  the  foregoing, the
authorization  or issuance of any series of Preferred Stock which is on a parity
with  or  has preference or priority over the Series F Preferred Stock as to the
right  to  receive  either  dividends or amounts distributable upon liquidation,
dissolution or winding up of the Company shall be deemed to affect adversely the
Series  F  Preferred  Stock.

     4.     Conversion.  The  holders of the Series F Preferred Stock shall have
conversion  rights  as  follows  (the  "Conversion  Rights"):

          (a)     Right to Convert. Each share of Series F Preferred Stock shall
be  convertible,  at  the  option  of the holder thereof, at one time, into such
number  of paid and nonassessable shares of Common Stock (the "Conversion Rate")
calculated by multiplying such share of Series F Preferred Stock by a ratio (the
"Conversion  Rate")  the  numerator  of  which  is the Liquidation Value and the
denominator  of  which  is  the  Market  Price  (as  defined  herein),  but such
Conversion  Rate  shall not be  more than two (2.0) (the "High Conversion Rate")
which  effectively  equates  to  a  price of $50 per share of Common Stock.  For
example,  if the Market Price is $25, the Conversion Rate would be 4 ($100/$25);
however,  each  share  of  Series F Preferred Stock would be subject to the High
Conversion  Rate  and  thus  convertible  into 2 shares of Common Stock.  If the
Market  Price  is  $75,  the  Conversion Rate would be 1.333 ($100/$75) and each
share  of  Series  F  Preferred  Stock would be convertible into 1.333 shares of
Common  Stock.  A Conversion Rate less than the High Conversion Rate is referred
to  herein  as  the "Low Conversion Rate."  Such initial High and Low Conversion
Rates  shall  be  subject  to  adjustment  as  provided below. In the event of a
liquidation  of  the Company, the Conversion Rights shall terminate at the close
of  business  on  the first full day preceding the date fixed for the payment of
any  amounts  distributable  on liquidation to the holders of Series F Preferred
Stock.

          (b)     Fractional  Shares. No fractional shares of Common Stock shall
be issued upon conversion of the Series F Preferred Stock. In lieu of fractional
shares,  the  Company  shall  pay  cash equal to such fraction multiplied by the
quotient  of  the  Liquidation  Value  divided  by  the  Conversion  Rate.

          (c)     Mechanics  of  Conversion.

               (i)     In  order  to at any time or from time to time to convert
any or all of the shares of Series F Preferred Stock issued and outstanding into
shares  of  Common  Stock,  the  holders  of the issued and outstanding Series F
Preferred  Stock  shall  give  notice  to the Company that such holders elect to
convert  any  or  all  of  the  shares  of  Series  F Preferred Stock issued and
outstanding. The date of receipt of such certificates and notice by the transfer
agent  or  the  Company shall be the conversion date ("Conversion Date"). On the
Conversion  Date,  the  shares  of  Series  F  Preferred  Stock  surrendered for
conversion  shall  be  deemed  converted  without  any  other act by the holders
thereof.  If  required  by  the Company, certificates surrendered for conversion
shall  be  endorsed  or  accompanied  by  a written instrument or instruments of
transfer,  in  form satisfactory to the Company, duly executed by the registered
holder  or his or its attorney duly authorized in writing. The Company shall, as
soon  as practicable after the Conversion Date, issue and deliver at such office
to such holders a certificate or certificates for the number of shares of Common
Stock  to which such holder shall be entitled, together with cash in lieu of any
fraction  of  a  share.

               (ii)     The Company shall at all times during which the Series F
Preferred  Stock  shall  be  outstanding,  reserve and keep available out of its
authorized  but  unissued  stock, for the purpose of effecting the conversion of
the  Series  F  Preferred  Stock,  such  number of its duly authorized shares of
Common  Stock  as shall from time to time be sufficient to effect the conversion
of  all  outstanding  Series  F  Preferred Stock. Before taking any action which
would  cause an adjustment reducing the Conversion Rate below the then par value
of the shares of Common Stock issuable upon conversion of the Series F Preferred
Stock,  the  Company will take any corporate action which may, in the opinion of
its  counsel,  be  necessary  in  order that the Company may validly and legally
issue  fully  paid  and  nonassessable  shares  of Common Stock at such adjusted
Conversion  Rate.

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               (iii)     Upon  any  such  conversion,  no  adjustment  to  the
Conversion Rate shall be made for any accrued and unpaid dividends on the Series
F  Preferred  Stock  surrendered for conversion or on the Common Stock delivered
upon  conversion;  the holder, by converting, waives his right to the payment of
cash  for  such  accrued  but  unpaid dividends. In lieu of a cash dividend, the
holder  shall  receive  such  number  of shares of Common Stock equal to (A) the
amount  of  accrued  but  unpaid  dividends  on  such  Series  F Preferred Stock
surrendered  for  conversion by such holder, divided by (B) the Market Value (as
defined  herein) of Common Stock on the Conversion Date. The term "Market Price"
shall  mean, with respect to a share of Common Stock on any date, either: (1) if
there  shall  not  then be a public market for the Common Stock, the fair market
value  per share of Common Stock as determined by the Board of Directors in good
faith  exercising  its  fiduciary duties; or (2) if there shall then be a public
market  for the Common Stock, the average of the Daily Market Prices (as defined
below)  for  the  ten  (10)  consecutive  Trading  Days immediately prior to the
Conversion  Date.  The  "Daily Market Price" for each such Trading Day shall be:
(aa)  the  last  sale  price  on such day on the principal stock exchange or the
Nasdaq  Stock  Market,  bulletin  board or BBX Exchange  ("Nasdaq") on which the
Common  Stock is then listed or admitted to trading; (bb) if no sale takes place
on  such  day  on  any such exchange or Nasdaq, the average of the last reported
closing bid and ask prices on such day as officially quoted on any such exchange
or Nasdaq; (cc) if the Common Stock is not then listed or admitted to trading on
any  stock  exchange or Nasdaq, the average of the last reported closing bid and
ask prices on such day in the over-the-counter market as furnished by the Nasdaq
or  the  National  Quotation  Bureau,  Inc.;  or  (dd) if neither Nasdaq nor the
National  Quotation  Bureau,  Inc.  is,  at the time, engaged in the business of
reporting  bid  and ask prices, as furnished by any similar firm then engaged in
such  business.  "Trading  Day" for this purpose means any day that the New York
Stock  Exchange  is  open  for  trading.

               (iv)     All shares of Series F Preferred Stock, which shall have
been  surrendered for conversion as herein provided shall no longer be deemed to
be outstanding and all rights with respect to such shares, including the rights,
if  any,  to receive dividends, notices and to vote, shall immediately cease and
terminate  on  the Conversion Date, except only the right of the holders thereof
to  receive  shares of Common Stock in exchange therefor. Any shares of Series F
Preferred  Stock  so  converted  shall be retired and cancelled and shall not be
reissued,  and the Company may from time to time take such appropriate action as
may be necessary to reduce the number of shares of authorized Series F Preferred
Stock  accordingly.

          (d)     Adjustment  for  Stock Splits and Combinations. If the Company
shall  at any time or from time to time after this Certificate of Designation is
filed  with  the  Nevada Secretary of State (the "Original Issue Date") effect a
subdivision  of  the outstanding Common Stock, the High and Low Conversion Rates
then  in  effect  immediately  before  that subdivision shall be proportionately
adjusted.  If  the  Company  shall  at  any  time or from time to time after the
Original Issue Date combine the outstanding shares of Common Stock, the High and
Low  Conversion Rates then in effect immediately before the combination shall be
proportionately  adjusted.  Any  adjustment  under  this  paragraph shall become
effective  at  the  close of business on the date the subdivision or combination
becomes  effective.

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          (e)     Adjustment  for  Certain  Dividends  and Distributions. In the
event  the  Company  at  any time, or from time to time after the Original Issue
Date  shall make or issue, a dividend or other distribution payable in shares of
Common Stock without consideration, then and in each such event the High and Low
Conversion  Rates  shall  be  decreased  as  of  the  time  of such issuance, by
multiplying  the  High  and  Low  Conversion  Rates  by  a  fraction:

               (i)     the  numerator  of  which  shall  be  the total number of
shares  of  Common Stock issued and outstanding immediately prior to the time of
such  issuance,  and

               (ii)     the  denominator  of  which shall be the total number of
shares  of  Common Stock issued and outstanding immediately prior to the time of
such  issuance  plus the number of shares of Common Stock issuable in payment of
such  dividend  or  distribution.

          (f)     Adjustment for Reclassification, Exchange, or Substitution. If
the  Common  Stock  issuable upon the conversion of the Series F Preferred Stock
shall  be  changed into the same or a different number of shares of any class or
classes  of  stock,  whether  by  capital  reorganization,  reclassification, or
otherwise  (other  than a subdivision or combination of shares or stock dividend
provided  for  above,  or  a  reorganization,  merger, consolidation, or sale of
assets  for  below),  then  and  in  each such event the holder of each share of
Series  F  Preferred Stock shall have the right thereafter to convert such share
into  the  kind  and amount of shares of stock and other securities and property
receivable  upon  such  reorganization,  reclassification,  or  other change, by
holders of the number of shares of Common Stock into which such shares of Series
F  Preferred  Stock  might  have  been  converted  immediately  prior  to  such
reorganization,  reclassification,  or change, all subject to further adjustment
as  provided  herein.

          (g)     Adjustment  for  Merger or Reorganization, etc. In case of any
consolidation  or  merger of the Company with or into another corporation or the
sale  of  all  or  substantially  all  of  the  assets of the Company to another
corporation,  then  each  share  of Series F Preferred Stock shall thereafter be
convertible  into  the kind and amount of shares of stock or other securities or
property  to  which  a  holder  of  the  number of shares of Common Stock of the
Company  deliverable upon conversion of such Series F Preferred Stock would have
been  entitled  upon  such  consolidation,  merger  or  sale; and, in such case,
appropriate  adjustment  (as determined in good faith by the Board of Directors)
shall  be  made in the application of the provisions in this Section 4 set forth
with  respect to the rights and interest thereafter of the holders of the Series
F  Preferred  Stock,  to the end that the provisions set forth in this Section 4
(including  provisions  with  respect to changes in and other adjustments of the
High  and  Low  Conversion  Rates)  shall thereafter be applicable, as nearly as
reasonably  may  be,  in  relation  to  any  shares  of  stock or other property
thereafter  deliverable  upon  the  conversion  of the Series F Preferred Stock.

          (h)     No  Impairment.  The  Company  will  not,  by amendment of its
Articles  of  Incorporation  or  through any reorganization, transfer of assets,
consolidation,  merger,  dissolution,  issue  or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the  terms to be observed or performed hereunder by the Company, but will at all
times  in  good  faith  assist in the carrying out of all the provisions of this
Section  4  and  in  the  taking  of  all  such  action  as  may be necessary or
appropriate  in  order  to  protect  the Conversion Rights of the holders of the
Series  F  Preferred  Stock  against  impairment.

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          (i)     Certificate  as  to  Adjustments.  Upon the occurrence of each
adjustment or readjustment of the High and Low Conversion Rates pursuant to this
Section  4, the Company at its expense shall promptly compute such adjustment or
readjustment  in accordance with the terms hereof and furnish to each holder, if
any,  of Series F Preferred Stock a certificate setting forth such adjustment or
readjustment  and  showing  in  detail  the  facts upon which such adjustment or
readjustment  is  based  and  shall  file  a  copy  of such certificate with its
corporate  records.  The  Company shall, upon the written request at any time of
any holder of Series F Preferred Stock, furnish or cause to be furnished to such
holder  a  similar  certificate  setting  forth  (1)  such  adjustments  and
readjustments, (2) the High and Low Conversion Rates then in effect, and (3) the
number of shares of Common Stock and the amount, if any, of other property which
then  would be received upon the conversion of Series F Preferred Stock. Despite
such  adjustment  or  readjustment,  the  form of each or all Series F Preferred
Stock  Certificates,  if  the  same  shall reflect the initial or any subsequent
conversion  price,  need  not  be  changed  in  order  for  the  adjustments  or
readjustments to be valued in accordance with the provisions of this Certificate
of  Designation,  which  shall  control.

          (j)     Notice  of  Record  Date.  In  the  event:

               (A)     that  the  Company  declares  a  dividend  (or  any other
distribution) on its Common Stock payable in Common Stock or other securities of
the  Company;

               (B)     that  the  Company subdivides or combines its outstanding
shares  of  Common  Stock;

               (C)     of  any  reclassification  of  the  Common  Stock  of the
Company  (other  than  a subdivision or combination of its outstanding shares of
Common  Stock  or  a  stock  dividend  or stock distribution thereon), or of any
consolidation  or  merger of the Company into or with another corporation, or of
the  sale  of  all  or  substantially  all  of  the  assets  of  the Company; or

               (D)     of  the involuntary or voluntary dissolution, liquidation
or  winding  up  of  the  Company;

then  the  Company  shall  cause  to  be filed at its principal office or at the
office of the transfer agent of the Series F Preferred Stock, and shall cause to
be mailed to the holders of the Series F Preferred Stock at their last addresses
as shown on the records of the Company or such transfer agent, at least ten days
prior  to  the record date specified in (A) below or twenty days before the date
specified  in  (B)  below,  a  notice  stating:

               (A)     the  record  date  of  such  dividend,  distribution,
subdivision  or  combination, or, if a record is not to be taken, the date as of
which  the  holders  of  Common Stock of record to be entitled to such dividend,
distribution,  subdivision  or  combination  are  to  be  determined,  or

               (B)     the  date  on which such reclassification, consolidation,
merger,  sale,  dissolution,  liquidation  or  winding  up is expected to become
effective,  and the date as of which it is expected that holders of Common Stock
of  record  shall  be  entitled  to  exchange  their  shares of Common Stock for
securities  or  other  property  deliverable  upon  such  reclassification,
consolidation,  merger,  sale,  dissolution  or  winding  up.

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     5.     Company  Redemption.

          (a)     If,  on  or  after  the date five (5) years after the Original
Issue  Date,  any  shares of Series F Preferred Stock shall be then outstanding,
the  Company  shall have the right to redeem (unless otherwise prevented by law)
all (but not less than all) such outstanding shares at an amount per share equal
to  the  Liquidation Value plus an amount equal to accrued but unpaid dividends,
if  any,  to  the  date  of  redemption  on  such  share.

          (b)     Sixty days' prior notice by the Company of the exercise of the
redemption  option  pursuant  to  Section  5(a)  shall  be  sent  by first-class
certified  mail, postage prepaid and return receipt requested, by the Company to
the  holders  of  the shares of Series F Preferred Stock to be redeemed at their
respective  addresses  as  the  same  shall  appear on the books of the Company.

          (c)     Cancellation  of  Redeemed  Stock.  Any  shares  of  Series  F
Preferred Stock redeemed pursuant to this Section 5 or otherwise acquired by the
Company  in  any  manner  whatsoever  shall  be canceled and shall not under any
circumstances  be  reissued;  the  Company  may  from  time  to  time  take such
appropriate  corporate  action  as  may  be  necessary to reduce accordingly the
number  of  authorized  shares  of  the  Company's  capital  stock.

          (d)     Anything  contained  in  this  Section  5  to  the  contrary
notwithstanding,  the  holders  of  shares  of  Series  F  Preferred Stock to be
redeemed  in  accordance  with this Section shall have the right, exercisable at
any  time  up to the close of business on the applicable redemption date (unless
the  Company  is  legally prohibited from redeeming such shares on such date, in
which  event  such  right  shall  be exercisable until the removal of such legal
disability),  to convert all or any part of such shares to be redeemed as herein
provided  into  shares  of  Common  Stock  pursuant  to  Section  4  hereof.

     6.     Reservation  of  Common Stock. The Company shall at all times during
which  the  Series  F  Preferred  Stock  shall  be outstanding, reserve and keep
available out of its authorized but unissued stock, for the purpose of effecting
the  conversion  of  the  Series  F  Preferred  Stock,  such  number of its duly
authorized  shares  of  Common Stock as shall from time to time be sufficient to
effect  the  conversion  of  all  outstanding  Series  F  Preferred  Stock.

     7.     Amendment.  This Certificate of Designation constitutes an agreement
between  the  Company and the holders of the Series F Preferred Stock. It may be
amended  by  vote of the Board of Directors of the Company and the holders of at
least  fifty  one  percent (51%) of the outstanding shares of Series F Preferred
Stock.

     IN  WITNESS WHEREOF, the Company has caused this Certificate to be executed
by  its  President  this  18th  day  of  March,  2005.

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

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