Exhibit 4.2

            CERTIFICATE TO SET FORTH DESIGNATIONS, VOTING POWERS,
            PREFERENCES, LIMITATIONS, RESTRICTIONS, AND RELATIVE
                RIGHTS OF SERIES E 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 E 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 E 6% Cumulative Convertible
Preferred Stock by resolution of the Board of Directors:

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

      1.    Designation: Number of Shares.  The designation of said series
of Preferred Stock shall be Series E 6% Cumulative Convertible Preferred
Stock (the "Series E Preferred Stock"). The number of shares of Series E
Preferred Stock shall be 1,500,000.  Each share of Series E Preferred Stock
shall have a stated value equal to $2.50 (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 E Preferred Share.

2.    Dividends.

            (a)   The Holders of outstanding shares of Series E Preferred
      Stock shall be entitled to receive 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 paid or declared
      and set apart for payment on any shares of Common Stock ("Junior
      Stock"), and  in pari passu with any dividend or other distribution
      paid or declared and set apart for payment on any shares of any
      Series A Preferred Stock, Series B Preferred Stock, and Series C
      Preferred Stock ("Parity Stock"), but subordinate to the payment or
      declaration of any dividends or other distributions to the holders of
      Series D Preferred Stock, at the rate of 6% simple interest per annum
      on the Stated Value per share payable at the conversion of the Series
      E Preferred Stock to the Common Stock of the Corporation (the
      "Dividend Payment Date"), as provided herein; provided however that,
      at the option of the Corporation, dividend payments may be made in
      fully paid and non assessable shares of Common Stock of the
      Corporation at a rate determined by the Conversion Price as set forth
      in and pursuant to the provisions of paragraph 4(b) herein, and the
      issuance of such additional shares shall constitute full payment of
      such dividends.

            (b)   The dividends on the Series E 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 E Preferred Stock then outstanding from
      the date from and after which dividends thereon are cumulative until
      paid.  If, on the Dividend Payment Date, the dividends are not paid
      in full in cash or in Common Stock, 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 E Preferred Stock or
      any shares of 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, but
      subordinate to the rights of the holders of the Series D Preferred
      Stock.

            (c)   Dividends on all shares of the Series E Preferred Stock
      shall begin to accrue and be cumulative from and after the date of
      issuance thereof.

      3.    Liquidation Rights.

            (a)   Upon the dissolution, liquidation or winding-up of the
      Corporation, whether voluntary or involuntary, the Holders of the
      Series E Preferred Stock shall be entitled to receive before any
      payment or distribution shall be made on the Junior Stock and in pari
      passu with the Parity Stock, but subordinate to the Series D
      Preferred Stock, out of the assets of the Corporation available for
      distribution to stockholders, the Stated Value per share of Series E
      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 E 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 E Preferred
      Stock shall be insufficient to permit payment in full of the amounts
      payable as aforesaid to the Holders of Series E 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 E Preferred Stock, subject
      always to the rights of 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 E 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 E Preferred Stock shall have the
      right at any time commencing on the issuance thereof 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 E
      Preferred Stock registered to the Holder is less than $10,000, then
      the whole amount may be converted).  All  dividends paid in Common
      Stock may be converted at the election of the Holder simultaneously
      with the conversion of principal amount of Stated Value of Series E
      Preferred Stock being converted.

            (b)   The  number of shares of Common Stock issuable upon
      conversion of each share of Series E 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
      greater of: (i) $1.25 per Common Stock share; or (ii) 80% of the
      average Closing Bid Prices for the five (5) trading days immediately
      preceding the date on which the Corporation receives a conversion
      notice for the respective shares of Series E Preferred Stock (the
      "Lookback Period"), provided, that the Conversion Price will in no
      event be greater than $2.50 per Common Stock share.  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 E
      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 at its corporate offices 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 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 E Preferred Stock
      (together with the Series E Preferred Stock representing the shares
      not converted) to the Holder via express courier, by electronic
      transfer or otherwise, within five (5) business days after receipt by
      the Corporation of the original notice of conversion and the Series E
      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 E Preferred Stock being converted.  In the case of any Series
      E Preferred Stock which is converted in part only the Holder of
      shares of Series E 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 E Preferred Stock.  Nothing herein shall be
      construed to give any Holder of shares of Series E 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 E Preferred Stock so converted.

            Upon the conversion of any shares of Series E 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 E Preferred Stock, and payment of dividends on
      Series E Preferred Stock to issue a fraction of a share of its Series
      E Preferred Stock and shall instead deliver a stock certificate
      representing the next whole number.

            (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 E
            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 E 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
            E 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 Price 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 E Preferred Stock shall
            have terminated, as part of such merger lawful provision shall
            be made so that Holders of Series E Preferred Stock shall
            thereafter have the right to convert each share of Series E
            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 E 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 E Preferred Stock
            shall thereafter have the right to convert each share of the
            Series E 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 E 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 E Preferred
      Stock and the Common Stock; and the Corporation shall mail to each
      Holder of record of Series E 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 E Preferred Stock and for
      the Common Stock and to the Holders of record of the Series E
      Preferred Stock.

            (h)   So long as any shares of Series E 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 E
      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 E Preferred Stock, but all transfer taxes and income taxes
      that may be payable in respect of any change of ownership of Series E
      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 E 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 E 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 E 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.

      5.    Automatic Conversion.

            (a)   At the option of the Corporation, the shares of Series E
      Preferred Stock and dividends not previously converted into shares of
      Common Stock shall be converted into shares of Common Stock at the
      Conversion Price without further action of the Holder provided (i)
      the shares of Common Stock issuable upon conversion of the Preferred
      Stock have been registered under the Securities Act, and (ii) the
      Common Stock has traded at or above $9.00 per share for thirty (30)
      consecutive trading days, ending within ten (10) days of the notice
      of the Automatic Conversion as provided herein.

            (b)   Notice of the Automatic Conversion of Series E Preferred
      Stock by the Corporation pursuant to this paragraph 5 shall be given
      by first class mail, return receipt requested, not less than thirty
      (30) days prior to the date fixed by the Corporation for the
      Automatic Conversion (the "Automatic 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, as provided in paragraph 4(b) herein.

            (c)   The Holder of any certificate for shares of Series E
      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 Automatic Conversion Date and
      notwithstanding that any certificate for shares of Series E Preferred
      Stock so called for conversion shall not have been surrendered for
      cancellation, all dividends on the Series E 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 an Automatic Conversion occur without
      the consent of the Holder of Series E 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.

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

      7.    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 E 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 E 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 this Certificate of Designation 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 $500,000, 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.

      8.    Status of Converted or Redeemed Stock.  In case any shares of
Series E 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 E Preferred Stock.

                                       CHINA PEREGRINE FOOD CORPORATION


Dated: June 24, 1999                   By:_____________________________
                                          Roy G. Warren, President

                                  EXHIBIT A

                            NOTICE OF CONVERSION

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

The undersigned hereby irrevocably elects to convert $______________ of the
Stated Value of the above Series E Convertible Preferred Stock into shares
of Common Stock of China Peregrine 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 Calculation:
___________________________________________________

Number of Common Shares Issuable Upon This Conversion:_____________

Signature:_________________________________________________________

Print Name:________________________________________________________

Address:___________________________________________________________

___________________________________________________________________

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

___________________________________________________________________

___________________________________________________________________