Exhibit 4.


           CERTIFICATE TO SET FORTH DESIGNATIONS, VOTING POWERS,
           PREFERENCES, LIMITATIONS, RESTRICTIONS, AND RELATIVE
           RIGHTS OF SERIES D 6% CUMULATIVE CONVERTIBLE
           PREFERRED STOCK, $.001 PAR VALUE PER SHARE

      It is hereby certified that:

      I.  The name of the corporation is China Peregrine Food Corporation 
(the "Corporation"), a Delaware corporation.

      II.  Set forth hereinafter is a statement of the voting powers, 
preferences, limitations, restrictions, and relative rights of shares of 
Series D 6% Cumulative Convertible Preferred Stock hereinafter designated 
as contained in a resolution of the Board of Directors of the Corporation 
pursuant to a provision of the Articles of Incorporation of the Corporation 
permitting the issuance of said Series D 6% Cumulative Convertible 
Preferred Stock by resolution of the Board of Directors:

      Series D 6% Cumulative Convertible Preferred Stock, $.001 par value.

      1.  Designation: Number of Shares.  The designation of said series of 
Preferred Stock shall be Series D 6% Cumulative Convertible Preferred Stock 
(the "Series D Preferred Stock"). The number of shares of Series D 
Preferred Stock shall be 115,000.  Each share of Series D Preferred Stock 
shall have a stated value equal to $10 (as adjusted for any stock 
dividends, combinations or splits with respect to such shares) (the "Stated 
Value"), and a par value of $0.001 per Series D Preferred Share.

      2.  Dividends.

            (a)  The Holders of outstanding shares of Series D Preferred 
      Stock shall be entitled to receive preferential dividends in cash out 
      of any funds of the Corporation legally available at the time for 
      declaration of dividends before any dividend or other distribution 
      will be paid or declared and set apart for payment on any shares of 
      any Common Stock, Series A Preferred Stock, Series B Preferred Stock, 
      Series C Preferred Stock, or other class of stock presently 
      authorized or to be authorized (the Common Stock, Series A Preferred 
      Stock, Series B Preferred Stock, Series C Preferred Stock, and such 
      other stock being hereinafter collectively the "Junior Stock") at the 
      rate of 6% simple interest per annum on the Stated Value per share 
      payable quarterly commencing with the quarter ending June 30, 1999 
      when as and if declared; provided however that dividend payments will 
      be made in additional fully paid and non assessable shares of Series 
      D Preferred Stock at a rate of one share of Series D Preferred Stock 
      for each $10 of such dividend not paid in cash, and the issuance of 
      such additional shares shall constitute full payment of such 
      dividend. Dividends may be paid at the Company's option with Series D 
      Preferred Stock only if the Common Stock deliverable upon conversion 
      of such Series D Preferred Stock will have been included for public 
      resale in an effective registration statement filed with the 
      Securities and Exchange Commission on the dates such dividends are 
      payable and paid to the Holder, otherwise the dividend will be paid 
      in cash.

            (b)  The dividends on the Series D Preferred Stock at the rates 
      provided above shall be cumulative whether or not earned so that if 
      at any time full cumulative dividends at the rate aforesaid on all 
      shares of the Series D Preferred Stock then outstanding from the date 
      from and after which dividends thereon are cumulative to the end of 
      the quarterly dividend period next preceding such time shall not have 
      been paid or declared and set apart for payment, or if the full 
      dividend on all such outstanding Series D Preferred Stock for the 
      then current dividend period shall not have been paid or declared and 
      set apart for payment, the amount of the deficiency shall be paid or 
      declared and set apart for payment (but without interest thereon) 
      before any sum shall be set apart for or applied by the Corporation 
      or a subsidiary of the Corporation to the purchase, redemption or 
      other acquisition of the Series D Preferred Stock or any shares of 
      any other class of stock ranking on a parity with the Series D 
      Preferred Stock ("Parity Stock") and before any dividend or other 
      distribution shall be paid or declared and set apart for payment on 
      any Junior Stock and before any sum shall be set aside for or applied 
      to the purchase, redemption or other acquisition of Junior Stock.

            (c)  Dividends on all shares of the Series D Preferred Stock 
      shall begin to accrue and be cumulative from and after the date of 
      issuance thereof.  A dividend period shall be deemed to commence on 
      the day following a quarterly dividend payment date herein specified 
      and to end on the next succeeding quarterly dividend payment date 
      herein specified.

      3.  Liquidation Rights.

            (a)  Upon the dissolution, liquidation or winding-up of the 
      Corporation, whether voluntary or involuntary, the Holders of the 
      Series D Preferred Stock shall be entitled to receive before any 
      payment or distribution shall be made on the Junior Stock 
      (specifically including, without limitation, Series A Preferred 
      Stock, Series B Preferred Stock, and Series C Preferred Stock, out of 
      the assets of the Corporation available for distribution to 
      stockholders, the Stated Value per share of Series D Preferred Stock 
      and all accrued and unpaid dividends to and including the date of 
      payment thereof.  Upon the payment in full of all amounts due to 
      Holders of the Series D Preferred Stock the Holders of the Common 
      Stock of the Corporation and any other class of Junior Stock shall 
      receive all remaining assets of the Corporation legally available for 
      distribution.  If the assets of the Corporation available for 
      distribution to the Holders of the Series D Preferred Stock shall be 
      insufficient to permit payment in full of the amounts payable as 
      aforesaid to the Holders of Series D Preferred Stock upon such 
      liquidation, dissolution or winding-up, whether voluntary or 
      involuntary, then all such assets of the Corporation shall be 
      distributed to the exclusion of the Holders of shares of Junior Stock 
      ratably among the Holders of the Series D Preferred Stock.

            (b)  Neither the purchase nor the redemption by the Corporation 
      of shares of any class of stock nor the merger or consolidation of 
      the Corporation with or into any other corporation or corporations 
      nor the sale or transfer by the Corporation of all or any part of its 
      assets shall be deemed to be a liquidation, dissolution or winding-up 
      of the Corporation for the purposes of this paragraph 3.  

      4.  Conversion into Common Stock.  Shares of Series D Preferred Stock 
shall have the following conversion rights and obligations:

            (a)  Subject to the further provisions of this paragraph 4 each 
      Holder of shares of Series D Preferred Stock shall have the right at 
      any time commencing on the earlier of 91 days after the filing of 
      this Certificate of Designation with the Office of the Secretary of 
      State of Delaware, or the effective date of a registration statement 
      described in Section 10.1(iv) of the Subscription Agreement entered 
      into by the Corporation and Holder (or Holder's predecessor) relating 
      to the Series D Preferred Stock ("Subscription Agreement"), to 
      convert such shares into fully paid and non-assessable shares of 
      Common Stock of the Corporation (as defined in paragraph 4(i) below) 
      determined in accordance with the Conversion Price provided in 
      paragraph 4(b) below (the "Conversion Price"); provided, that the 
      aggregate Stated Value to be converted shall be at least $10,000 
      (unless if at the time of such conversion the aggregate Stated Value 
      of all shares of Series D Preferred Stock registered to the Holder is 
      less than $10,000, then the whole amount may be converted).  All 
      issued or accrued but unpaid dividends may be converted at the 
      election of the Holder simultaneously with the conversion of 
      principal amount of Stated Value of Series D Preferred Stock being 
      converted.

            (b)  The number of shares of Common Stock issuable upon 
      conversion of each share of Series D Preferred Stock shall equal (i) 
      the sum of (A) the Stated Value per share and (B) at the Holder's 
      election accrued and unpaid dividends on such share, divided by (ii) 
      the Conversion Price.  The Conversion Price shall be equal to the 
      lesser of: (i) 100% of the average of the Closing Bid Price of the 
      Corporation's Common Stock for the trading day immediately preceding 
      the date of issuance of the shares of Series D Preferred Stock to the 
      Holders; or (ii) at 80% of the average of the three lowest Closing 
      Bid Prices for the 22 trading days immediately preceding the 
      conversion of the respective shares of Series D Preferred Stock 
      (Lookback Period").  The Closing Bid Price shall mean the closing bid 
      price of the Corporation's Common Stock as reported by the NASD OTC 
      Bulletin Board or the principal exchange or market where traded.

            (c)  The Holder of any certificate for shares of Series D 
      Preferred Stock desiring to convert any of such shares may give 
      notice of its decision to convert the shares into common stock by 
      delivering or telecopying an executed and completed notice of 
      conversion to the Corporation or the Corporation's Transfer Agent and 
      delivering within three business days thereafter, the original notice 
      of conversion and the certificate for the Preferred Stock properly 
      endorsed for or accompanied by duly executed instruments of transfer 
      (and such other transfer papers as said Transfer Agent may reasonably 
      require) to the Corporation or the Corporation's Transfer Agent. Each 
      date on which a notice of conversion is delivered or telecopied to 
      the Corporation or the Corporation's Transfer Agent in accordance 
      with the provisions hereof shall be deemed a Conversion Date.  A form 
      of Notice of Conversion that may be employed by a Holder is annexed 
      hereto as Exhibit A.  The Corporation will transmit the certificates 
      representing the shares of common stock issuable upon conversion of 
      any Series D Preferred Stock (together with the Series D Preferred 
      Stock representing the shares not converted) to the Holder via 
      express courier, by electronic transfer or otherwise, within three 
      business days after receipt by the Corporation of the original notice 
      of conversion and the Series D Preferred Stock representing the 
      shares to be converted ("Delivery Date").  The Holder of the shares 
      so surrendered for conversion shall be entitled to receive on or 
      before the Delivery Date a certificate or certificates which shall be 
      expressed to be fully paid and non-assessable for the number of 
      shares of Common Stock to which such Holder shall be entitled upon 
      such conversion registered in the name of such Holder.  The 
      Corporation is obligated to deliver to the Holder simultaneously with 
      the aforedescribed Common Stock, at the election of the Holder, 
      additional Common Stock representing the conversion at the Conversion 
      Price, of dividends accrued on the Series D Preferred Stock being 
      converted.  In the case of any Series D Preferred Stock which is 
      converted in part only the Holder of shares of Series D Preferred 
      Stock shall upon delivery of the certificate or certificates 
      representing Common Stock also receive a new share certificate 
      representing the unconverted portion of the shares of Series D 
      Preferred Stock.  Nothing herein shall be construed to give any 
      Holder of shares of Series D Preferred Stock surrendering the same 
      for conversion the right to receive any additional shares of Common 
      Stock or other property which results from an adjustment in 
      conversion rights under the provisions of paragraph (d) or (e) of 
      this paragraph 4 until Holders of Common Stock are entitled to 
      receive the shares or other property giving rise to the adjustment.

            In the case of the exercise of the conversion rights set forth 
      in paragraph 4(a) the conversion privilege shall be deemed to have 
      been exercised and the shares of Common Stock issuable upon such 
      conversion shall be deemed to have been issued upon the date of 
      receipt by the Corporation or Transfer Agent of the Notice of 
      Conversion.  The person or entity entitled to receive Common Stock 
      issuable upon such conversion shall, on the date such conversion 
      privilege is deemed to have been exercised and thereafter, be treated 
      for all purposes as the record Holder of such Common Stock and shall 
      on the same date cease to be treated for any purpose as the record 
      Holder of such shares of Series D Preferred Stock so converted.

            Upon the conversion of any shares of Series D Preferred Stock 
      no adjustment or payment shall be made with respect to such converted 
      shares on account of any dividend on the Common Stock, except that 
      the Holder of such converted shares shall be entitled to be paid any 
      dividends declared on shares of Common Stock after conversion 
      thereof.

            The Corporation shall not be required, in connection with any 
      conversion of Series D Preferred Stock, and payment of dividends on 
      Series D Preferred Stock to issue a fraction of a share of its Series 
      D Preferred Stock and shall instead deliver a stock certificate 
      representing the next whole number.

            The Corporation and Holder may not convert that amount of the 
      Series D Preferred Stock on a Conversion Date in connection with that 
      number of shares of Common Stock which would be in excess of the sum 
      of (i) the number of shares of Common Stock beneficially owned by the 
      Subscriber and its affiliates on such Conversion Date, and (ii) the 
      number of shares of Common Stock issuable upon the conversion of the 
      Series D Preferred Stock with respect to which the determination of 
      this proviso is being made on such Conversion Date, which would 
      result in beneficial ownership by the Holder and its affiliates of 
      more than 9.99% of the outstanding shares of Common Stock of the 
      Corporation.  For the purposes of the proviso to the immediately 
      preceding sentence, beneficial ownership shall be determined in 
      accordance with Section 13(d) of the Securities Exchange Act of 1934, 
      as amended, and Regulation 13d-3 thereunder.

            (d)  The Conversion Price shall be subject to adjustment from 
      time to time as follows:

                  (i)  In case the Corporation shall at any time (A) 
            declare any dividend or distribution on its Common Stock or 
            other securities of the Corporation other than the Series D 
            Preferred Stock,  (B) split or subdivide the outstanding Common 
            Stock, (C) combine the outstanding Common Stock into a smaller 
            number of shares, or (D) issue by reclassification of its 
            Common Stock any shares or other securities of the Corporation, 
            then in each such event the Conversion Price shall be adjusted 
            proportionately so that the Holders of Series D Preferred Stock 
            shall be entitled to receive the kind and number of shares or 
            other securities of the Corporation which such Holders would 
            have owned or have been entitled to receive after the happening 
            of any of the events described above had such shares of Series 
            D Preferred Stock been converted immediately prior to the 
            happening of such event (or any record date with respect 
            thereto).  Such adjustment shall be made whenever any of the 
            events listed above shall occur. An adjustment made to the 
            Conversion pursuant to this paragraph 4(d)(i) shall become 
            effective immediately after the effective date of the event 
            retroactive to the record date, if any, for the event.

            (e)  (i)  In case of any merger of the Corporation with or into 
      any other corporation (other than a merger in which the Corporation 
      is the surviving or continuing corporation and which does not result 
      in any reclassification, conversion, or  change of the outstanding 
      shares of Common Stock) then unless the right to convert shares of 
      Series D Preferred Stock shall have terminated, as part of such 
      merger lawful provision shall be made so that Holders of Series D 
      Preferred Stock shall thereafter have the right to convert each share 
      of Series D Preferred Stock into the kind and amount of shares of 
      stock and/or other securities or property receivable upon such merger 
      by a Holder of the number of shares of Common Stock into which such 
      shares of Series D Preferred Stock might have been converted 
      immediately prior to such consolidation or merger.  Such provision 
      shall also provide for adjustments which shall be as nearly 
      equivalent as may be practicable to the adjustments provided for in 
      paragraph (d) of this paragraph 4.  The foregoing provisions of this 
      paragraph 4(e) shall similarly apply to successive mergers.

            (ii)  In case of any sale or conveyance to another person or 
      entity of the property of the Corporation as an entirety, or 
      substantially as an entirety, in connection with which shares or 
      other securities or cash or other property shall be issuable, 
      distributable, payable, or deliverable for outstanding shares of 
      Common Stock, then, unless the right to convert such shares shall 
      have terminated, lawful provision shall be made so that the Holders 
      of Series D Preferred Stock shall thereafter have the right to 
      convert each share of the Series D Preferred Stock into the kind and 
      amount of shares of stock or other securities or property that shall 
      be issuable, distributable, payable, or deliverable upon such sale or 
      conveyance with respect to each share of Common Stock immediately 
      prior to such conveyance.

            (f)  Whenever the number of shares to be issued upon conversion 
      of the Series D Preferred Stock is required to be adjusted as 
      provided in this paragraph 4, the Corporation shall forthwith compute 
      the adjusted number of shares to be so issued and prepare a 
      certificate setting forth such adjusted conversion amount and the 
      facts upon which such adjustment is based, and such certificate shall 
      forthwith be filed with the Transfer Agent for the Series D Preferred 
      Stock and the Common Stock; and the Corporation shall mail to each 
      Holder of record of Series D Preferred Stock notice of such adjusted 
      conversion price.

            (g)  In case at any time the Corporation shall propose:

                  (i)  to pay any dividend or distribution payable in 
            shares upon its Common Stock or make any distribution (other 
            than cash dividends) to the Holders of its Common Stock; or

                  (ii)  to offer for subscription to the Holders of its 
            Common Stock any additional shares of any class or any other 
            rights; or

                  (iii)  any capital reorganization or reclassification of 
            its shares or the merger of the Corporation with another 
            corporation (other than a merger in which the Corporation is 
            the surviving or continuing corporation and which does not 
            result in any reclassification, conversion, or change of the 
            outstanding shares of Common Stock); or

                  (iv)  the voluntary dissolution, liquidation or winding-
            up of the Corporation;

      then, and in any one or more of said cases, the Corporation shall 
      cause at least fifteen (15) days prior notice of the date on which 
      (A) the books of the Corporation shall close or a record be taken for 
      such stock dividend, distribution, or subscription rights, or (B) 
      such capital reorganization, reclassification, merger, dissolution, 
      liquidation or winding-up shall take place, as the case may be, to be 
      mailed to the Transfer Agent for the Series D Preferred Stock and for 
      the Common Stock and to the Holders of record of the Series D 
      Preferred Stock.

            (h)  So long as any shares of Series D Preferred Stock shall 
      remain outstanding and the Holders thereof shall have the right to 
      convert the same in accordance with provisions of this paragraph 4 
      the Corporation shall at all times reserve from the authorized and 
      unissued shares of its Common Stock a sufficient number of shares to 
      provide for such conversions.

            (i)  The term Common Stock as used in this paragraph 4 shall 
      mean the $.001 par value Common Stock of the Corporation as such 
      stock is constituted at the date of issuance thereof or as it may 
      from time to time be changed or shares of stock of any class of other 
      securities and/or property into which the shares of Series D 
      Preferred Stock shall at any time become convertible pursuant to the 
      provisions of this paragraph 4.

            (j)  The Corporation shall pay the amount of any and all issue 
      taxes (but not income taxes) which may be imposed in respect of any 
      issue or delivery of stock upon the conversion of any shares of 
      Series D Preferred Stock, but all transfer taxes and income taxes 
      that may be payable in respect of any change of ownership of Series D 
      Preferred Stock or any rights represented thereby or of stock 
      receivable upon conversion thereof shall be paid by the person or 
      persons surrendering such stock for conversion.

            (k)  In the event a Holder shall elect to convert any shares of 
      Series D Preferred Stock as provided herein, the Corporation cannot 
      refuse conversion based on any claim that such Holder or any one 
      associated or affiliated with such Holder has been engaged in any 
      violation of law, unless, an injunction from a court, on notice, 
      restraining and or enjoining conversion of all or part of said shares 
      of Series D Preferred Stock shall have been issued and the 
      Corporation posts a surety bond for the benefit of such Holder in the 
      amount of 126% of the Stated Value of the Series D Preferred Stock 
      and dividends sought to be converted, which is subject to the 
      injunction, which bond shall remain in effect until the completion of 
      arbitration/litigation of the dispute and the proceeds of which shall 
      be payable to such Holder in the event it obtains judgment.

            (l)  In addition to any other rights available to the Holder, 
      if the Corporation fails to deliver to the Holder such certificate or 
      certificates pursuant to Section 4(c) by the Delivery Date and if 
      after the Delivery Date the Holder purchases (in an open market 
      transaction or otherwise) shares of Common Stock to deliver in 
      satisfaction of a sale by such Holder of the Common Stock which the 
      Holder anticipated receiving upon such conversion (a "Buy-In"), then 
      the Corporation shall pay in cash to the Holder (in addition to any 
      remedies available to or elected by the Holder) the amount by which 
      (A) the Holder's total purchase price (including brokerage 
      commissions, if any) for the shares of Common Stock so purchased 
      exceeds (B) the aggregate Stated Value of the shares of Series D 
      Preferred Stock for which such conversion was not timely honored, 
      together with interest thereon at a rate of 16% per annum, accruing 
      until such amount and any accrued interest thereon is paid in full 
      (which amount shall be paid as liquidated damages and not as a 
      penalty).  For example, if the Holder purchases shares of Common 
      Stock having a total purchase price of $11,000 to cover a Buy-In with 
      respect to an attempted conversion of $10,000 of Stated Value of 
      Series D Preferred Stock, the Corporation shall be required to pay 
      the Holder $1,000, plus interest.  The Holder shall provide the 
      Corporation written notice indicating the amounts payable to the 
      Holder in respect of the Buy-In.

      5.  Mandatory Conversion.

             (a)  The shares of Series D Preferred Stock and dividends not 
      previously converted into shares of Common Stock shall be converted 
      into shares of Common Stock without further action of the Holder on 
      the date that is two years from the date of issuance thereof 
      ("Mandatory Conversion Date"), at the Conversion Price and on the 
      conversion terms specified in paragraph 4(b).  Deliveries of Common 
      Stock upon Mandatory Conversion shall be made as if the Mandatory 
      Conversion Date were a Conversion Date.

            (b)  Notice of conversion of Series D Preferred Stock by the 
      Corporation pursuant to this paragraph 5 shall be given by mail or in 
      such other manner as may be prescribed by resolution of the Board not 
      less than thirty (30) days prior to the Mandatory Conversion Date.  
      As applicable, the notice shall specify the number of shares to be 
      converted, the date fixed for conversion, and the conversion price 
      per share.

            (c)  The Holder of any certificate for shares of Series D 
      Preferred Stock that is converted pursuant to this Section 5 shall 
      surrender such certificate at the principal office of any transfer 
      agent for said stock (the "Transfer Agent") properly endorsed for or 
      accompanied by duly executed instruments of transfer (and such other 
      transfer papers as said Transfer Agent may reasonably require). The 
      Holder of the shares so surrendered for conversion shall be entitled 
      to receive (except as otherwise provided herein) a certificate or 
      certificates which shall be expressed to be fully paid and non-
      assessable for the number of shares of Common Stock to which such 
      Holder shall be entitled upon such conversion registered in the name 
      of such Holder.

            (d)  On and after the Mandatory Conversion Date and 
      notwithstanding that any certificate for shares of Series D Preferred 
      Stock so called for conversion shall not have been surrendered for 
      cancellation, all dividends on the Series D Preferred Stock called 
      for conversion shall cease to accrue and the shares represented 
      thereby shall no longer be deemed outstanding and all rights of the 
      Holders thereof as Holders of the Corporation shall cease and 
      terminate, except the right to receive the shares of Common Stock 
      upon conversion as provided herein.

            (e)  In no event shall a Mandatory Conversion occur without the 
      consent of the Holder of Series D Preferred Stock at any time unless 
      the Common Stock to be delivered upon conversion will be upon 
      delivery and thereafter immediately resalable, without restrictive 
      legend and upon such resale freely transferable on the transfer books 
      of the Corporation.  Nor may the Corporation effect a Mandatory 
      Conversion without the consent of the Holder after the occurrence 
      (whether continuing or not) of an Event of Default as defined in 
      Paragraph 2 hereof.

      6.  Voting Rights.  The shares of Series D Preferred Stock shall not 
have voting rights.

      7.  Redemption.  From and after 40 days after the Effective Date of 
the Registration Statement as defined in Section 10.1(iv) of the 
Subscription Agreement, the Corporation will have the option of redeeming 
the Series D Preferred Stock ("Optional Redemption") by paying to the 
Holder a sum of money equal to the Closing Bid Price of the Common Stock on 
the date notice of redemption ("Notice of Redemption) is given to a Holder 
("Redemption Date") multiplied by the number of shares of Common Stock that 
would be issued upon conversion of the designated amount of Stated Value of 
Series D Preferred Stock being redeemed and the dividends accrued thereon, 
at the Conversion Price that would be in effect on the Redemption Date 
("Redemption Amount") but in no event may the Redemption Amount be less 
than 120% of the Stated Value of the Series D Preferred Stock being 
redeemed plus the dollar amount of accrued dividends on the Series D 
Preferred Stock being redeemed.  A Notice of Redemption may not be given in 
connection with any Series D Preferred Stock for which notice of conversion 
has been given by the Holder either before or after receipt by the Holder 
of a Notice of Redemption except that after receipt by the Holder of a 
Notice of Redemption the Holder may elect by giving written notice to the 
Corporation within two (2) business days of a Redemption Date to convert no 
more than twenty (20%) percent of the Series D Preferred Stock noticed in 
the Notice of Redemption.  A Notice of Redemption must be accompanied by a 
certificate signed by the chief executive officer or chief financial 
officer of the Corporation stating that the Corporation has on deposit and 
segregated ready funds equal to the Redemption Amount.  The Redemption 
Amount (less any amount that may be converted by a Holder) must be paid in 
good funds to the Holder no later than the fifth business day after the 
Redemption Date.  In the event the Corporation fails to pay the Redemption 
Amount by such date, then the Redemption Notice will be null and void and 
the Corporation will thereafter have no further right to effect an Optional 
Redemption.  Any Notice of Redemption must be given to all Holders of 
Series D Preferred Stock in proportion to their holdings of Series D 
Preferred Stock on a Redemption Date.  The minimum Redemption Amount must 
be no less than the sum that would be realized by the Holder on the 
Redemption Date of a sale of the amount of Common Stock receivable upon 
conversion of the amount of Series D Preferred Stock being redeemed plus 
the dollar amount of accrued dividends on the Series D Preferred Stock 
being redeemed but in no event may the Redemption Amount be less than 120% 
of the Stated Value of the Series D Preferred Stock being redeemed plus the 
dollar amount of accrued dividends on the Series D Preferred Stock being 
redeemed.

      8.  Event of Default.  The occurrence of any of the following events 
of default ("Event of Default") shall, after the applicable period to cure 
the Event of Default, cause the dividend rate of 6% described in paragraph 
2 hereof to become 12% from and after the occurrence of such event, and the 
Holder shall have the option to require the Corporation to redeem the 
Series D Preferred Stock held by such Holder by the immediate payment to 
the Holder by the Corporation of a sum of money equal to the number of 
shares that would be issuable upon conversion of an amount of Stated Valued 
and accrued dividends designated by the Holder, at the Conversion Price in 
effect as of the trading day prior to the date notice is given to the 
Corporation multiplied by the average closing ask price of the 
Corporation's Common Stock on such date:

            (a)  The Corporation fails to pay any dividend payment required 
      to be paid pursuant to the terms of paragraph 2 hereof or the failure 
      to timely pay any other sum of money due to the Holder from the 
      Company and such failure continues for a period of ten (10) days 
      after written notice to the Corporation from the Holder.

            (b)  The Corporation breaches any material covenant, term or 
      condition of the Subscription Agreement entered into between the 
      Corporation and Holder relating to Series D Preferred Stock or in 
      this Certificate of Designation, and such breach continues for a 
      period of seven (7) days after written notice to the Corporation from 
      the Holder.

            (c)  Any material representation or warranty of the Corporation 
      made in the Subscription Agreement, or in any agreement, statement or 
      certificate given in writing pursuant thereto shall be false or 
      misleading.

            (d)  The Corporation shall make an assignment of a substantial 
      part of its property or business for the benefit of creditors, or 
      apply for or consent to the appointment of a receiver or trustee for 
      it or for a substantial part of its property or business, or such a 
      receiver or trustee shall otherwise be appointed.

            (e)  Any money judgment, confession of judgment, writ or 
      similar process shall be entered against the Corporation or its 
      property or other assets for more than $100,000, and is not vacated, 
      satisfied, bonded or stayed within 45 days.

            (f)  Bankruptcy, insolvency, reorganization or liquidation 
      proceedings or other proceedings or relief under any bankruptcy law 
      or any law for the relief of debtors shall be instituted by or 
      against the Corporation.

            (g)  The failure to maintain a listing of the Common Stock on 
      the NASD OTC Bulletin Board (or successor market, if any).

            (h)  An order entered by a court of competent jurisdiction, or 
      by the Securities and Exchange Commission, or by the National 
      Association of Securities Dealers, preventing purchase and sale 
      transactions in the Corporation's Common Stock.

            (i)  The Corporation's failure to timely deliver Common Stock 
      to the Holder pursuant to paragraph 4 hereof or the Subscription 
      Agreement.

            (j)  The occurrence of a Non-Registration Event as described in 
      Section 10.4 of the Subscription Agreement.

      9.  Status of Converted or Redeemed Stock.  In case any shares of 
Series D Preferred Stock shall be redeemed or otherwise repurchased or 
reacquired, the shares so redeemed, converted, or reacquired shall resume 
the status of authorized but unissued shares of Preferred Stock and shall 
no longer be designated as Series D Preferred Stock.

      10.  Additional Restrictions.  Until 180 days after the Effective 
Date, as defined in Section 10.1(iv) of the Subscription Agreement and 
provided that shares of the Series D Preferred Stock are then outstanding, 
the Corporation will not issue any preferred stock that will be senior to 
the Series D Preferred Stock except that the Corporation may issue such 
preferred stock provided such preferred stock is not senior to the Series D 
Preferred Stock during the 180 day period commencing on the Effective Date 
of the above described Registration Statement.  For so long as any shares 
of Series D Preferred Stock are outstanding, the Corporation will not amend 
the terms of any outstanding class of Preferred Stock of the Company, and 
will not amend the terms of the Series D Preferred Stock without the 
written consent of the Holder of the Series D Preferred Stock.

                                       CHINA PEREGRINE FOOD CORPORATION



Dated: March 8, 1999                   By: /s/ Roy G. Warren
       -------------                       -----------------
                                           Roy G. Warren, President