EXHIBIT C
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                      CERTIFICATE OF DESIGNATION OF SERIES
                 AND DETERMINATION OF RIGHTS AND PREFERENCES OF
                           SERIES C 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 C 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 Twenty  Eight
Thousand  (28,000)  shares of  redeemable,  convertible  Preferred  Stock of the
Company  (the  "Series C  Preferred  Stock")  to have the  designation,  rights,
preferences, powers, restrictions and limitations as follows:

         1.  Dividends.  The  holders of the Series C  Preferred  Stock shall be
entitled  to  receive,  out of  funds  legally  available  therefor,  cumulative
dividends at the rate of $4.00 (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 C  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 C  Preferred  Stock  shall be pari  passu with the  holders of the
Company's  Series A Preferred  Stock and Series B Preferred Stock (such Series A
Preferred Stock and Series B Preferred Stock are collectively referred to herein
as "Parity Preferred Stock"); but shall be junior in priority to any other class
or series of stock  ranking  senior to the Series C  Preferred  Stock and Parity
Preferred Stock ("Senior  Stock") in respect of dividends that may be authorized
from time to time,  subject to  approval  of the  holders of Series C  Preferred
Stock as provided herein. Such dividends shall accrue with respect to each share


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of Series C  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 C 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 C 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 C  Preferred  Stock.  No
accumulation  of dividends on the Series C Preferred  Stock shall bear interest.
Each  dividend  shall be paid in cash and mailed to the holders of record of the
Series C  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 C  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 C 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 C
Preferred Stock the full amount to which they shall be entitled,  the holders of
shares of Series C Preferred  Stock and any class or series of stock  ranking on
liquidation on a parity with the Series C 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 C 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 C 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 C
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 C  Preferred  Stock so as to affect
adversely  the  Series  C  Preferred  Stock,  without  the  written  consent  or
affirmative  vote of the holders of at least  eighty  percent  (80%) of the then
outstanding shares of Series C 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


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authorization  or issuance of any series of Preferred Stock which is on a parity
with or has  preference or priority over the Series C 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 C Preferred Stock.

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

                  (a) Right to Convert.  Each share of Series C Preferred  Stock
shall be  convertible,  at the option of the holder  thereof,  in amounts of not
less  than 950 share  increments,  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 C Preferred Stock.

                  (b) Fractional  Shares.  No fractional  shares of Common Stock
shall be issued  upon  conversion  of the Series C 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  C  Preferred  Stock  issued  and
outstanding  into  shares  of  Common  Stock,  the  holders  of the  issued  and
outstanding  Series C Preferred Stock shall give notice to the Company that such
holders  elect to convert any or all of the shares of Series C  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  C  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 C 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 C 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 C 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 C 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

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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
C 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 C  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 C  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 C 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 C
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


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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 C
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 C 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 C 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 C 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 C 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
C 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 C 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 C 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 C 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


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corporate  records.  The Company shall,  upon the written request at any time of
any holder of Series C 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 C Preferred Stock.  Despite
such  adjustment  or  readjustment,  the form of each or all Series C  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 C Preferred Stock, and shall cause to
be mailed to the holders of the Series C 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.

         5.       Company Redemption.

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


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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 C  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 C
Preferred  Stock  redeemed  pursuant to this  Section or Section 6 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 C  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.       Mandatory Redemption.

                  (a) If, on or after the date five (5) years after the Original
Issue Date,  any shares of Series C Preferred  Stock shall be then  outstanding,
one or more holders of the  then-outstanding  shares of Series C Preferred Stock
("Electing  Holders")  shall have the right to require the Company to redeem all
(but not less than all) such outstanding  shares held by such holder;  provided,
however,  that in the event  that less than 4,770  shares of Series C  Preferred
Stock shall have been converted into Common Stock prior to the date that is five
(5) years from the Original Issue Date that such right to require the redemption
of the Series C  Preferred  Stock  shall arise on and after the date that is six
(6)  years  from the  Original  Issue  Date.  Within  thirty  (30) days from the
Election Date (as defined  herein),  the Company shall redeem (unless  otherwise
prevented by law) all (or such lesser number as is lawful) outstanding shares of
Series C  Preferred  Stock so to be redeemed 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) The Electing Holders shall exercise the redemption  option
pursuant  to Section  6(a) by  delivering  written  notice of such  election  by
first-class  certified mail, postage prepaid and return receipt requested to the
Company.  The date such notice is deposited  in the mail shall be the  "Election
Date." The Company  shall cause to be  delivered to the holders of the shares of
Series C Preferred Stock (other than the Electing  Holders) at their  respective
addresses  as the same  shall  appear on the books of the  Company a copy of the
election under this Section.

                  (c) The  holders of shares of Series C  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  business  day before the  Election
Date,  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.


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         7. Reservation of Common  Stock.  The Company shall at all times during
which the  Series C  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  C  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 C Preferred Stock.

         8. Amendment.  This Certificate of Designation constitutes an agreement
between the Company and the holders of the Series C Preferred  Stock.  It may be
amended by vote of the Board of  Directors  of the Company and the holders of at
least  eighty  percent  (80%) of the  outstanding  shares of Series C  Preferred
Stock.

         IN WITNESS  WHEREOF,  the  Company has caused  this  Certificate  to be
executed by its President this ___ day of January, 2003.



                                       By:______________________________________
                                           Malcolm J. Wright
                                           President




















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