Item 6 (a) Exhibit (4)

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

      Series F Convertible Preferred Stock, $.001 par value.

      1.    Designation: Number of Shares. The designation of said series
of Preferred Stock shall be Series F Convertible Preferred Stock (the
"Series F Preferred Stock"). The number of shares of Series F Preferred
Stock shall be 165,000. Each share of Series F 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 F Preferred Share.

      2.    Dividends, Distributions and Liquidation Rights. The Holders of
outstanding shares of Series F Preferred Stock shall be entitled to
dividends and distributions (whether in cash or property or securities,
including dividends and distributions which are paid or intended to be paid
in connection with distributions of the Corporation's assets upon the
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation) when declared by the Corporations' Board of Directors on the
Common Stock (as defined in Section 3(i) below) on an as converted basis,
together with payments to the holders of the Common Stock. Each share of
Series F Preferred Stock with respect to dividend payments shall be equal
in every respect to every other share of Series F Preferred Stock.

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

            (a)   Subject to the further provisions of this paragraph 3
each Holder of shares of Series F Preferred Stock shall have the right at
any time commencing after the filing of this Certificate of Designation
with the Office of the Secretary of State of Delaware, to convert such
shares into fully paid and non-assessable shares of Common Stock of the
Corporation (as defined in paragraph 3(i) below) determined in accordance
with the Conversion Price provided in paragraph 3(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 F Preferred Stock registered to the
Holder is less than $10,000, then the whole amount may be converted).

            (b)   The number of shares of Common Stock issuable upon
conversion of each share of Series F Preferred Stock shall equal the Stated
Value per share divided by the Conversion Price. The Conversion Price shall
be equal to $.50, subject to adjustment as described herein.

            (c)   The Holder of any certificate for shares of Series F
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, (but only if such Transfer
Agent is appointed by the Company as transfer agent for the Series F
Preferred Stock) 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 F Preferred Stock
(together with the Series F 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 F 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.   In the case of any Series F
Preferred Stock which is converted in part only the Holder of shares of
Series F 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 F Preferred
Stock. Nothing herein shall be construed to give any Holder of shares of
Series F 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 3 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 3(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 F Preferred Stock so
converted.

            The Corporation shall not be required, in connection with any
conversion of Series F Preferred Stock,  to issue a fraction of a share of
its Common 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 F 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 F 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 allocate which of
the equity of the Corporation deemed beneficially owned by the Holder shall
be included in the 9.9% amount described above and which shall be allocated
to the excess above 9.99%.

      (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) split or
subdivide the outstanding Common Stock, (B) combine the outstanding Common
Stock into a smaller number of shares, or (C) 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 F 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 F
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 3(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 F Preferred
Stock shall have terminated, as part of such merger lawful provision shall
be made so that Holders of Series F Preferred Stock shall thereafter have
the right to convert each share of Series F 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 F 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 3. The foregoing provisions of this paragraph 3(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 F Preferred Stock shall thereafter have the right to
convert each share of the Series F 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 F Preferred Stock is required to be adjusted as provided in this
paragraph 3, 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 F Preferred Stock and the Common Stock; and the
Corporation shall mail to each Holder of record of Series F 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 F Preferred Stock and for the Common Stock and to the Holders of
record of the Series F Preferred Stock.

      (h)   So long as any shares of Series F Preferred Stock shall remain
outstanding and the Holders thereof shall have the right to convert the
same in accordance with provisions of this paragraph 3 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 3 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 F Preferred Stock shall at any
time become convertible pursuant to the provisions of this paragraph 3.

      (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 F Preferred
Stock, but all transfer taxes and income taxes that may be payable in
respect of any change of ownership of Series F 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 F 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,
unless, an injunction from a court, on notice, restraining and or enjoining
conversion of all or part of said shares of Series F Preferred Stock shall
have been issued and the Corporation posts a surety bond for the benefit of
such Holder in the amount of 125% of the Stated Value of the Series F
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 3(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 F 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 F 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.

      4.    Voting Rights. The shares of Series F Preferred Stock shall not
have voting rights.

      5.    Event of Default. Upon the occurrence of any of the following
events of default ("Event of Default"), after the applicable period to cure
the Event of Default, the Holder shall have the option to require the
Corporation to redeem the Series F Preferred Stock held by such Holder by
the immediate payment to the Holder by the Corporation of a sum of money
equal to the Stated Value of the Series F Preferred Stock held by the
Holder multiplied by 125%:

            (a)   The Corporation fails to pay any sum of money due to the
Holder from the Company (excluding dividends) 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 F 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.

      6.    Status of Converted or Redeemed Stock. In case any shares of
Series F 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 F Preferred Stock.




                                       CHINA PREMIUM FOOD CORPORATION


Dated: April 6, 2000
                                       By:
                                          ---------------------------
                                       Roy G. Warren, President



                                  EXHIBIT A
                                  ---------

                            NOTICE OF CONVERSION

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

The undersigned hereby irrevocably elects to convert $         of the
Stated Value of the above Series F 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:


Number of Common Shares Issuable Upon This Conversion:
                                                       -------------


Signature:
           --------------------------------------------------------

Print Name:
           --------------------------------------------------------


Address:
        -----------------------------------------------------------

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

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