AMENDED CERTIFICATE TO SET FORTH DESIGNATIONS, VOTING POWERS,
            PREFERENCES, LIMITATIONS, RESTRICTIONS, AND RELATIVE
                RIGHTS OF SERIES G 7% CUMULATIVE CONVERTIBLE
                 PREFERRED STOCK, $.001 PAR VALUE PER SHARE

      It is hereby certified that:

      I.    The name of the corporation is China Premium 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 G 7% 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 G 7% Cumulative Convertible Preferred
Stock by resolution of the Board of Directors:

      Series G 7% Cumulative Convertible Preferred Stock, $.001 par value.

      1.    Designation: Number of Shares.  The designation of said series
of Preferred Stock shall be Series G 7% Cumulative Convertible Preferred
Stock (the "Series G Preferred Stock"). The number of shares of Series G
Preferred Stock shall be 200,000.  Each share of Series G 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 $.001 par value.

      2.    Dividends.

            (a)   The Holders of outstanding shares of Series G 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, or other class of stock presently authorized or to
      be authorized (the Common Stock, and such other stock [except for the
      Series D Preferred Stock outstanding prior to the date of this
      Certificate] being hereinafter collectively the "Junior Stock") at the
      rate of 7% simple interest per annum on the Stated Value per share
      payable quarterly commencing with the quarter ending September 30,
      2000 when as and if declared, at the Corporation's option  however
      that dividend payments may  be made in additional fully paid and non
      assessable shares of Series G Preferred Stock at a rate of one share
      of Series G 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 with Series G
      Preferred Stock only if the Common Stock deliverable upon conversion
      of such Series G 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 Holders, otherwise the dividend will be paid
      in cash.

            (b)   The dividends on the Series G 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 G 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 G 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 G Preferred Stock or any shares of any other
      class of stock ranking on a parity with the Series G 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 G 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.

            (d)   The Series D Preferred Stock of the Corporation
      outstanding prior to the date of this Certificate shall be ranked
      equally with the Series G Preferred Stock for dividend and liquidation
      rights.

      3.    Liquidation Rights.

            (a)   Upon the dissolution, liquidation or winding-up of the
      Corporation, whether voluntary or involuntary, the Holders of the
      Series G Preferred Stock shall be entitled to receive before any
      payment or distribution shall be made on the Junior Stock, out of the
      assets of the Corporation available for distribution to stockholders,
      the Stated Value per share of Series G 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 G
      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 G Preferred Stock shall be insufficient to permit payment in
      full of the amounts payable as aforesaid to the Holders of Series G
      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 G
      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 G 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 G Preferred Stock shall have the right at
      any time commencing after the issuance to the Holder of Series G
      Preferred Stock, 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 G 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 G Preferred
      Stock being converted.

            (b)   The number of shares of Common Stock issuable upon
      conversion of each share of Series G 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, at the election
      of the Holder, (x) $0.60, or (y) 75% of the average of the three (3)
      lowest Closing Bid Prices for the twenty-two (22) days immediately
      preceding the conversion of the respective shares of Series G
      Preferred Stock (Lookback Period").  The Conversion Price for the Put
      Preferred Stock defined in a subscription agreement ("Subscription
      Agreement") among the Corporation and Holders of Series G Preferred
      Stock shall be as follows: (i) for the first 25,000 shares of Put
      Preferred Stock issued, the conversion price shall be the same as the
      conversion price for the initial issuance of Series G Preferred Stock
      as set forth in Paragraph 4(b)(x) and (y) above; and (ii) for the
      balance of the 50,000 shares of Put Preferred Stock issued, the
      conversion price shall be, at the election of the Holder, 75% of the
      average of the Closing Bid Prices for the ten (10) trading days
      immediately preceding a Put Closing Date (as defined in the
      Subscription Agreement) or  75% of the average of the three (3) lowest
      Closing Bid Prices for the twenty-two (22) day Lookback Period
      immediately preceding the conversion of the respective shares of
      Series G Preferred Stock .  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 G
      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 and delivering within three business days thereafter, the
      original 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. Each date on which a notice of conversion is delivered or
      telecopied to the Corporation 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 G Preferred Stock
      (together with the Series G Preferred Stock representing the shares
      not converted) to the Holder via express courier, by electronic
      transfer or otherwise, within five business days after receipt by the
      Corporation of the original or telecopied notice of conversion and the
      Series G 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
      G Preferred Stock being converted.  In the case of any Series G
      Preferred Stock which is converted in part only the Holder of shares
      of Series G 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 G Preferred Stock.  Nothing herein shall be construed to give
      any Holder of shares of Series G 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 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
      G Preferred Stock so converted.

            Upon the conversion of any shares of Series G 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 G Preferred Stock, and payment of dividends on
      Series G Preferred Stock to issue a fraction of a share of its Series
      G 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 G Preferred Stock on a Conversion Date in amounts inconsistent
      with the limitations set forth in the Subscription Agreement 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 G 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.
      The Holder may revoke the conversion limitation described in this
      Paragraph upon 75 days prior notice to the Corporation.   The Holder
      may allocate which of the equity of the Corporation deemed
      beneficially owned by the Holder shall be included in the 9.99% amount
      described above and which shall be allocated to the excess above
      9.99%.

            (d)   The Conversion Price determined pursuant to Paragraph 4(b)
      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 G
            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 G 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 G
            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 G Preferred Stock shall have terminated, as part of
      such merger lawful provision shall be made so that Holders of Series G
      Preferred Stock shall thereafter have the right to convert each share
      of Series G 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 G 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 G Preferred
      Stock shall thereafter have the right to convert each share of the
      Series G 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 G 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 G Preferred Stock and the
      Common Stock; and the Corporation shall mail to each Holder of record
      of Series G 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 G Preferred Stock and for
      the Common Stock and to the Holders of record of the Series G
      Preferred Stock.

            (h)   So long as any shares of Series G 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 G 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
      G Preferred Stock, but all transfer taxes and income taxes that may be
      payable in respect of any change of ownership of Series G 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 G Preferred Stock as provided herein, the Corporation may not
      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, or for any other reason unless, an injunction from a
      court, on notice, restraining and or enjoining conversion of all or
      part of said shares of Series G Preferred Stock shall have been issued
      and the Corporation posts a surety bond for the benefit of such Holder
      in the amount of 150% of the Stated Value of the Series G 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 G
      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 G 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 G 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 three 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 G 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 G
      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 G Preferred
      Stock so called for conversion shall not have been surrendered for
      cancellation, all dividends on the Series G 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
      (i) 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; and (ii) the Closing Bid Price of the Common Stock
      for the twenty-two (22) trading days preceding the Mandatory
      Conversion Date ("Conversion Lookback Period") is not less than 300%
      of the lower Conversion Price determined pursuant to Section 4(b); and
      (iii) the reported daily trading volume of the Common Stock during
      each trading day during the Conversion Lookback Period is not less
      than 250,000 Common Shares per day.  In any event, the Corporation may
      not 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 Section 8 hereof.

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

      7.    Redemption.  From and after the actual effective date of the
Registration Statement as defined in Section 10.1(iv) of the Subscription
Agreement entered into by the Corporation and Holder (or Holder's
predecessor), the Corporation will have the option, provided notice is given
to the Holder within two (2) days of delivery of a Notice of Conversion
("Notice of Redemption") of redeeming the Series G Preferred Stock
("Optional Redemption") which is the subject of the Notice of Conversion, by
paying to the Holder a sum of money equal 135% of the Stated Value of the
aggregate of the Series G Preferred Stock being redeemed plus the dollar
amount of accrued dividends on the Series G Preferred Stock being redeemed
("Redemption Amount").  A Notice of Redemption may be given by the Company
only if the Conversion Price elected by the Holder is calculated pursuant to
Section 4(b)(y) of this Certificate of Designation.  The date Notice of
Redemption is given by the Corporation is the "Redemption Date."  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 must be paid in good funds to the
Holder on the Delivery Date.  In the event the Corporation fails to pay the
Redemption Amount by such Delivery Date, then the Redemption Notice will be
null and void with respect to the Series G Preferred Stock for which the
Redemption Amount had not been timely paid; the Corporation will thereafter
have no further right to effect an Optional Redemption; and the Holder may
elect, at any time, to convert the Preferred Stock which was the subject of
the Notice of Redemption at the Conversion Price employed in the related
Notice of Conversion.  Any Notice of Redemption must be given to all Holders
of Series G Preferred Stock in proportion to their holdings of Series G
Preferred Stock on a Redemption Date.

      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 7% described in paragraph 2
hereof to become 15% from and after the occurrence of such event, and the
Holder shall have the option to require the Corporation to redeem the Series
G 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 Value 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 by the
Holder multiplied by the average of the closing ask prices and closing bid
prices of the Corporation's Common Stock for the same days employed when
determining such Conversion Price:

            (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
      Corporation 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 G Preferred Stock
      ("Subscription Agreement") 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 or any of its subsidiaries 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, a subsidiary
      of the Corporation, or their property or other assets for more than
      $50,000, 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 or any of its subsidiaries.

            (g)   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.

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

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

            (j)   Delisting of the Common Stock from the NASD OTC Bulletin
      Board or such other principal exchange on which the Common Stock is
      listed for trading, notification that the Corporation is not in
      compliance with the conditions for such continued listing, or non
      -compliance with the requirements for such continued listing.

      9.    Status of Converted or Redeemed Stock.  In case any shares of
Series G 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 G Preferred Stock.


Dated:  September 29, 2000

                                       CHINA PREMIUM FOOD CORPORATION


                                       By:_________________________________
                                          Roy G. Warren, President and CEO


                                  EXHIBIT A

                            NOTICE OF CONVERSION

(To Be Executed By the Registered Holder in Order to Convert the Series G
Convertible Preferred Stock of China Premium Food Corporation)

      The undersigned hereby irrevocably elects to convert $______________
of the Stated Value of the above Series G Convertible Preferred Stock into
shares of Common Stock of China Premium Food Corporation (the "Corporation")
according to the conditions hereof, as of the date written below.

Date of Conversion:____________________________________________________


Applicable Conversion Price Per Share:_________________________________


Conversion Price Calculated Pursuant to: Section 4(b)(x):__________ or
4(b)(y):____________


The three dates and closing prices employed are:


(1)______________/$______________      (2)_____________/$______________


(3)______________/$______________


Number of Common Shares Issuable Upon This Conversion:_________________


Signature:_____________________________________________________________


Print Name:____________________________________________________________


Address:_______________________________________________________________


_______________________________________________________________________

Deliveries Pursuant to this Notice of Conversion Should Be Made to:


_______________________________________________________________________


_______________________________________________________________________


_______________________________________________________________________