CERTIFICATE OF DESIGNATION OF SERIES
                 AND DETERMINATION OF RIGHTS AND PREFERENCES OF
                          SERIES B 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 B 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 dated
September 25, 2002, 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 Thousand
(100,000)  shares of convertible  Preferred  Stock of the Company (the "Series B
Preferred  Stock")  to  have  the  designation,   rights,  preferences,  powers,
restrictions and limitations as follows:

     1. Dividends. The holders of the Series B Preferred Stock shall be entitled
to receive, out of funds legally available therefor, cumulative dividends at the
rate of $12.00  (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,  and no more,  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 other than the Series B Preferred Stock or other
class or  series of stock  ranking  on a par  with,  or  senior to the  Series B
Preferred  Stock in respect of dividends  (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.  Such dividends shall accrue with respect
to each share of Series B  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 B 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 B Preferred  Stock;  or (2) the
liquidation, sale or merger of the Company, any accrued but undeclared dividends

<PAGE>

shall be paid to the  holders  of  record  of  outstanding  shares  of  Series B
Preferred  Stock.  No  accumulation of dividends on the Series B Preferred Stock
shall  bear  interest.  Each  dividend  shall be paid in cash and  mailed to the
holders of record of the Series B 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 B Preferred Stock then  outstanding  shall be entitled to be
paid  out of the  assets  of  the  Company  available  for  distribution  to its
stockholders,  after and subject to the payment in full of all amounts  required
to be  distributed  to the  holders of any other class or series of stock of the
Company ranking on liquidation prior and in preference to the Series B Preferred
Stock  (collectively  referred to as "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 B 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 B
Preferred Stock the full amount to which they shall be entitled,  the holders of
shares of Series B Preferred  Stock and any class or series of stock  ranking on
liquidation on a parity with the Series B 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 B  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 B  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 B Preferred  Stock and of any other
     outstanding  series of Preferred Stock shall vote together with the holders
     of Common Stock as a single class.

          (b) The Company shall not amend, alter or repeal preferences,  rights,
     powers  or other  terms of the  Series B  Preferred  Stock so as to  affect
     adversely  the Series B Preferred  Stock,  without  the written  consent or
     affirmative vote of the holders of at least  seventy-five  percent (75%) of
     the then outstanding  shares of Series B 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 B 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 B Preferred  Stock.

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


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<PAGE>


          (a) Right to Convert.  Each share of Series B 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 dividing the Liquidation Value by the Market Price (as
     defined  herein) but such  Conversion Rate shall not be greater than twenty
     (20) (the "High  Conversion  Rate") and not less than  twelve and  one-half
     (12.5) (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 B Preferred Stock.

          (b) Fractional  Shares.  No fractional shares of Common Stock shall be
     issued  upon  conversion  of the  Series  B  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 convert all, but not less than all, of the shares
          of Series B  Preferred  Stock  issued and  outstanding  into shares of
          Common Stock, the holders of seventy-five  percent (75%) of the issued
          and  outstanding  Series B  Preferred  Stock  shall give notice to the
          Company that such holders elect to convert all of the shares of Series
          B 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, all
          issued and  outstanding  shares of Series B  Preferred  Stock 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 B
          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 B 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 B
          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 B
          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.

               (iii) Upon any such  conversion,  no adjustment to the Conversion
          Rate shall be made for any accrued and unpaid  dividends on the Series
          B 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 B 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



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<PAGE>


          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  ("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 B  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 B 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 B 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 decreased. 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  increased.  Any adjustment under
     this paragraph shall become  effective at the close of business on the date
     the  subdivision  or  combination  becomes  effective.

          (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.


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<PAGE>


          (f) Adjustment for Reclassification, Exchange, or Substitution. If the
     Common Stock issuable upon the  conversion of the Series B 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 B  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 B 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 B  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 B
     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 B 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 B 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 B Preferred  Stock  against
     impairment.

          (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 B 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 B  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 B Preferred  Stock.  Despite such
     adjustment  or  readjustment,  the form of each or all  Series B  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.


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<PAGE>


          (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 B Preferred  Stock, and
          shall  cause to be mailed to the  holders  of the  Series B  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.

          (k) Mandatory Conversion. Each share of Series B Preferred Stock shall
     be  automatically  converted  into such  number  of paid and  nonassessable
     shares of Common  Stock on the date six (6) months  after the  Company  has
     listed  its  Common  Stock  for  trading  on the New York  Stock  Exchange,
     American  Stock  Exchange  or  Nasdaq   National   Market  (the  "Automatic
     Conversion  Date")  at the  Conversion  Rate  determined  on the  Automatic
     Conversion Date.

     5. Redemption.

          (a) If, on the date five (5) years after the  Original Issue Date, any
     shares of Series B 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


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<PAGE>

     Company  to the  holders of the  shares of Series B  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 B Preferred
     Stock  redeemed  pursuant  to this  Section 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  6  to  the   contrary
     notwithstanding,  the holders of shares of Series B  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.  Amendment.  This  Certificate of  Designation  constitutes an agreement
between the Company and the holders of the Series B Preferred  Stock.  It may be
amended by vote of the Board of  Directors  of the  Company  and the  holders of
three-fourths (75%) of the outstanding shares of Series B Preferred Stock.

     IN WITNESS WHEREOF,  the Company has caused this Certificate to be executed
by its President this 25th day of September, 2002.


                                             By: __________________________
                                                  Malcolm J. Wright
                                                  President