SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15 (d) of the
                         Securities Exchange Act of 1934

                                  April 9, 2004
                Date of Report (date of earliest event reported)



                         AMERICAN LEISURE HOLDINGS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)



            Nevada                    333-48312                 75-2877111
----------------------------    ---------------------      --------------------
(State or other jurisdiction    (Commission File No.)         I.R.S. Employer
       of incorporation)                                   (Identification No.)


     Park 80 Plaza East, Saddlebrook, New Jersey                   07663
     ----------------------------------------------              ----------
      (Address of principal executive offices)                   (Zip Code)


                                 (201 843 0820)
              ----------------------------------------------------
              (Registrant's telephone number, including area code)




ITEM 5.     OTHER EVENTS AND REGULATION FD DISCLOSURE.

                         AMERICAN LEISURE HOLDINGS, INC.

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

AMLH has designated 50,000 shares of Series E Convertible Preferred Stock, par
value $0.001 per share.

Ranking. The Series E Preferred Stock ranks senior to the Common Stock as to
dividends and liquidation preference but junior to Series A through D.

Dividends. Dividends on each share of the Series E Preferred Stock will be
earned at an annual rate of 4% of the liquidation preference per share.
Dividends shall be 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 E Preferred Stock (such Common Stock and other
inferior stock being collectively referred to as "Junior Stock"). Any unpaid
dividends accrue without interest and are cumulative.

Liquidation Preference. Upon liquidation, dissolution or winding up of AMLH,
before payment of any amount due to any Junior Stock, each share of Series E
Preferred Stock will be entitled to be paid out of assets available for
distribution at the rate of $100 per share plus all accrued and unpaid
dividends, calculated through the date of liquidation.

Voting Rights. Each holder of outstanding shares of Series E 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 E Preferred Stock held by such
holder are convertible (as adjusted from time to time) 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, or by
the provisions of Subsection 3(b) of the Certificate of Designation of Series E,
or by the provisions establishing any other series of Preferred Stock, holders
of Series E Preferred Stock (as shall other other series of preferred stock)
shall vote together with the holders of Common Stock as a single class.

Redemption. AMLH has the right to redeem all or part of the outstanding Series E
Preferred Stock at any time after five years from the date of issue. The
redemption price per share will be $100 per share plus all accrued and unpaid
dividends, calculated through the date of redemption.

Conversion. Each share of Series E Preferred Stock shall be convertible, at the
option of the holder thereof, at any time and from time to time, into a maximum
of six point six, six, six (6.666) fully paid and non-assessable shares of
Common Stock (the "Conversion Rate") at a minimum of $15 per share of common
stock. 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 E Preferred Stock. No fractional shares of Common Stock shall be
issued upon conversion of the Series E 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.


                                       2



ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS.

(a)  Financial Statements

     None

(b)  Pro Forma Financial Information

     None

(c)      Exhibits

         Certificate of Designation of Series E and determination of rights and
         preferences of Series E Preferred Stock of American Leisure Holdings,
         Inc.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Dated:  April 9, 2004

AMERICAN LEISURE HOLDINGS, INC.


/s/ L. William Chiles
----------------------------
    L. William Chiles
    Chief Executive Officer


/s/ Malcolm J. Wright
-------------------------
    Malcolm J. Wright
    Chief Financial Officer



                                  EXHIBIT INDEX

      EXHIBIT NUMBER    1                            EXHIBIT
      --------------                                 -------

Certificate  of  Designation  of  Series  E  and  determination  of  rights  and
preferences of Series E Preferred Stock of American Leisure Holdings, Inc.


                                       3


                      CERTIFICATE OF DESIGNATION OF SERIES
                 AND DETERMINATION OF RIGHTS AND PREFERENCES OF
                           SERIES E 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 E 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 Fifty  Thousand
(50,000)  shares of non redeemable,  convertible  Preferred Stock of the Company
(the "Series E Preferred Stock") to have the designation,  rights,  preferences,
powers, restrictions and limitations as follows:

         1.  Dividends.  The  holders of the Series E  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 E  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.  Such  dividends  shall accrue with respect to each
share of Series E  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 E 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 E 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 E



Preferred  Stock.  No  accumulation of dividends on the Series E Preferred Stock
shall  bear  interest.  Each  dividend  shall be paid in cash and  mailed to the
holders of record of the Series E 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 E  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 E 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 E
Preferred Stock the full amount to which they shall be entitled,  the holders of
shares of Series E Preferred  Stock and any class or series of stock  ranking on
liquidation on a parity with the Series E 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 E 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 E 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 E
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 E  Preferred  Stock so as to affect
adversely  the  Series  E  Preferred  Stock,  without  the  written  consent  or
affirmative  vote of the holders of at least fifty one percent (51%) of the then
outstanding shares of Series E 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 E 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 E Preferred Stock.

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

                                                                               2


                  (a) Right to Convert.  Each share of Series E 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 less than six point six,
six, six (6.666) which  effectively  equates to not less than $15 a Common share
(the "Low Conversion Rate").  Such initial 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 E Preferred Stock.

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


                                                                               3


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 E  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 E 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 E
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.


                                                                               4


                  (f)   Adjustment   for    Reclassification,    Exchange,    or
Substitution.  If the Common Stock  issuable upon the conversion of the Series E
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 E 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 E 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 E 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 E 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
E 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 E 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 E 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 E 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 E 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 E Preferred Stock.  Despite
such  adjustment  or  readjustment,  the form of each or all Series E  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.

                                                                               5


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


                                                                               6


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 E  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 E  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  E  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 E Preferred Stock.

         7. Amendment.  This Certificate of Designation constitutes an agreement
between the Company and the holders of the Series E 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 E Preferred
Stock.

         IN WITNESS  WHEREOF,  the  Company has caused  this  Certificate  to be
executed by its President this 1 day of April, 2004.



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



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