Certificate of Designation of Rights of Series I Preferred Shares
                                       Of
                          Aqua Vie Beverage Corporation


Pursuant to Section 151 (g) of Title 8 of the General Corporate Law of the State
of Delaware and Article V of the Articles of Incorporation, the Directors hereby
designate,

The  voting  powers,  designations,   preferences,  rights  and  qualifications,
limitations and restrictions of:

"Series I Preferred Shares"

And there is  authorized  to be issued 5,000 shares  thereof with the  following
rights, terms and preferences:

1. Dividends.

         Right to Preferential Dividends.  Subject to the rights and preferences
of other  classes  or  series  of  Preferred  Shares,  the  Holders  of the then
outstanding  Series I Preferred Shares {except when there shall have been either
a  notification  of election for  conversion  by the Holders under Section 5(a),
hereunder,  or the conditions  shall have been fulfilled for a conversion by the
Company as  provided  in Section  5(b)  hereunder,  whether or not  notification
thereof has been made by the Company,  (unless the Company shall  expressly give
notice it elects not to require such conversion)}  shall be entitled to receive,
if,  when,  and as declared  by the Board,  out of any funds  legally  available
therefore;  a  non-cumulative  preference of 10% on cash  dividends up to $80.00
maximum total  accumulated  dividends per Series I Preferred Share held thereby.
These dividends shall be payable,  when and as declared by the Board.  Dividends
on the Series I  Preferred  Shares  shall be  non-cumulative,  there shall be no
minimum  dividends,  and no rights  shall  accrue to the Holders of the Series I
Preferred  Shares in the event  that the  Company  shall  fail to declare or pay
dividends on the Series I Preferred  Shares,  whether or not the earnings of the
Company in that previous  fiscal year were  sufficient to pay such  dividends in
whole or in part. In the event that the number of outstanding Series I Preferred
Shares are adjusted by stock split,  reverse split, or other  corporate  action,
the preference stated herein shall be adjusted  accordingly.  The balance of any
such  dividends so declared  shall be  allocated  as between  Series I Preferred
Shares and Common Shares as if said Series I Preferred Shares had been converted
to Common Shares based on the Conversion  Ratio (as adjusted)  provided  herein,
and as to any other classes or series of Preferred Shares in accordance with the
rights and preferences thereof.

2. Liquidation Rights of Series I Preferred Shares.



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<PAGE>

         (a) Preference.  Subject to the rights and preferences of other classes
or series of Preferred Shares in the event of any liquidation,  dissolution,  or
winding-up of the Company, whether voluntary or involuntary,  {except when there
shall have been either a notification  of election for conversion by the Holders
under Section 5(a), hereunder, or the conditions shall have been fulfilled for a
conversion by the Company as provided in Section 5(b) hereunder,  whether or not
notification  thereof has been made by the  Company,  (unless the Company  shall
expressly give notice it elects not to require such  conversion)} the Holders of
the Series I Preferred Shares then outstanding  shall be entitled to be paid out
of the assets of the Company  available for  distribution  to its  shareholders,
whether such assets are  capital,  surplus,  or earnings,  before any payment or
declaration and setting apart for payment of any amount shall be made in respect
of the Common Stock, an amount equal to $80.00 per Series I Preferred Share held
thereby plus an amount equal to all declared and unpaid dividends thereon,  less
accumulated  total  dividends paid thereto (but not less than zero). If upon any
liquidation,  dissolution,  or winding up of the Company,  whether  voluntary or
involuntary,  the  assets  to be  distributed  to the  Holders  of the  Series I
Preferred   Shares  shall  be   insufficient  to  permit  the  payment  to  such
shareholders of the full preferential  amount aforesaid,  then all of the assets
of the Company to be distributed shall be distributed  ratably to the Holders of
the Series I Preferred Shares, subject to any rights or preferences of any other
classes or series of Preferred  Shares,  on the basis of the number of shares of
Series I Preferred Shares so held.

         (b) Payments to Common Stock. After the preferred payment of $80.00 per
Series I Preferred Share is made to Holders of the Series I Preferred Shares the
Holders of the Series I Preferred  Shares shall be entitled to share with Common
Shares,  based on the adjusted  conversion ratio of Preferred Series I Shares to
Common  Shares as if  converted,  and as to other Classes or Series of Preferred
Shares based on the conversion ratio of said Shares to Common as if converted or
as otherwise provided in the rights and designations thereof as may from time to
time be made by the Board of Directors,  all remaining  assets of the Company to
be distributed.

         (c) Effect of  Adjustments  of Shares.  In the event that the number of
outstanding  Series I  Preferred  Shares are  adjusted by stock  split,  reverse
split, or other corporate action, the preference stated herein shall be adjusted
accordingly.

3. Merger, Consolidation.

         (a) Preference.  Subject to the rights and preferences of other classes
or series of  Preferred  Shares in the event of any merger or share  exchange of
the Company,  or a sale or other  disposition of all or substantially all of the
assets of the Company  {except when there shall have been either a  notification
of election for conversion by the Holders under Section 5(a), hereunder,  or the
conditions shall have been fulfilled for a conversion by the Company as provided
in Section 5(b) hereunder,  whether or not notification thereof has been made by


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<PAGE>

the Company,  (unless the Company shall  expressly  give notice it elects not to
require  such  conversion)}  the Holders of the Series I  Preferred  Shares then
outstanding shall be entitled to receive,  before any payment or declaration and
setting  apart for payment of any amount  shall be made in respect of the Common
Stock,  for each share of such Series I Preferred  Stock so held,  in cash or in
securities  (including,  without limitation,  debt securities) received from the
acquiring corporation,  at the closing of any such transaction,  an amount equal
to $80.00 per Series I Preferred Share, plus an amount equal to all declared and
unpaid dividends thereon, less total accumulated dividends paid thereto (but not
less than zero). In the event that the number of outstanding  Series I Preferred
Shares is adjusted by stock split, reverse split, or other corporate action, the
preference stated herein shall be adjusted accordingly

         (b) Remaining Proceeds.  Subject to the rights and preferences of other
classes or series of Preferred  Shares after the payment or  distribution to the
Holders of the Series I Preferred Shares of the full  preferential  amount,  the
Holders of the Series I Preferred Shares,  Holders of other Series or Classes of
Preferred Shares according to the Rights and Designations thereof and Holders of
Common Stock then  outstanding  shall be entitled to receive  ratably,  with all
Series I Preferred  Shares treated as if it had been converted into Common Stock
pursuant  to  Section 5 hereof,  all  remaining  proceeds  of the  Company to be
distributed.

         (c)  Valuation  of  securities  received  pursuant  to a merger,  share
exchange,  sale of substantially all the assets or similar  transaction.  In the
event that a transaction  occurs  pursuant to which non-cash assets are received
and to which this Section applies,  the assets received for the purposes of this
Section shall be valued as follows:

              (i) If the  assets  received  are  securities  that are  listed on
         NASDAQ or an  exchange,  the value shall be deemed to be the 3 day high
         average  closing  price (or  average  between  bid/ask  if OTC) on such
         exchange or NASDAQ  over the 30 day period  prior to the closing of the
         transaction by which the securities are received.

              (ii) If the assets  received are of readily  ascertainable  market
         value, then that value shall be used.

              (iii) If the assets are unlisted  securities  or other assets that
         do not have a readily  ascertainable  value,  the Board of Directors in
         good faith will value said assets.

              (iv) The fact  that  assets  exist  which  may  require  valuation
         process as described  herein shall not delay closing the transaction by
         which the assets are being received.

         (d) Notice.  With respect to any transaction which involves a merger or
exchange  of  shares,  or a sale  of  substantially  all the  assets  not in the
ordinary  course of business,  the Series I shareholders  shall receive not less
than ten days notice of the transaction and the terms and conditions thereof.

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<PAGE>

4. Voting Rights.

         (a) Each Holder of Series I Preferred  Shares shall be entitled to vote
on all matters  including  election  of the Board of  Directors  and,  except as
otherwise  expressly  provided herein,  shall be entitled to a vote equal to the
number of votes that equal the number of Common  Shares to which said  Series I.
Preferred Shares could be converted at any given time.

         (b) Unless otherwise  required by law, Series I Preferred  shareholders
and  Common   shareholders  shall  vote  together  on  all  matters  upon  which
shareholders are permitted to vote and not as separate  classes.  In those cases
where Series I Preferred  Shareholders are required by law to vote as a separate
class, the vote required by said class for approval of the proposed action shall
be a simple majority of the class.

         (c) Voting rights shall be adjusted in the event of  adjustments in the
Conversion  Ratio,  except that  increases or  reductions  that apply equally to
Series I Preferred  Shares and Common Shares shall not cause an adjustment to be
made.

5. Conversion.

The  Company  and the  Holders  of  Series I  Preferred  Shares  shall  have the
following conversion rights:

         (a) Right to Convert.  Each share of Series I Preferred Shares shall be
convertible,  if there shall be sufficient Common Shares authorized and issuable
therefore  at the  option  of the  Holder  thereof,  into  fully  paid  and  non
assessable  shares of Common Stock at the  Conversion  Rate set forth In Section
5(c)  hereunder  (as  adjusted).  In the event that  Series I  Preferred  Shares
subject  thereto  shall have been  transferred,  the time period for  conversion
shall be measured from the date of issuance to the initial Holder thereof.  This
right to convert shall be subject to the following terms and conditions:

              (i) The  registered  Holder (or his or her successors by transfer,
         action  of law or  otherwise)  (collectively,  the  "Holder")  shall be
         immediately  eligible to exchange his or her preferred shares, in whole
         or part,  immediately or  successively  in common shares of the Company
         subject to any limitations contained in this subsection (a);

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<PAGE>

              (ii) Until  December 31, 2003, the Holder may convert only to such
         Common  Shares,  when  added to any other  Common  Shares  directly  or
         beneficially  held by said person,  such that said person would, in the
         aggregate  directly or beneficially  hold at any point of time not more
         than 4.95% of the Common stock of the Company, and is thus subject to a
         "Conversion  Cap".  "Beneficial  Ownership"  for  the  purpose  of this
         subsection  shall be  interpreted to be those Common Shares that may be
         acquired in any manner by a Holder because of rights under these Series
         I Preferred Shares or any other rights or shares held thereby from time
         to time at any particular  time, in exchange  therefore with 60 days by
         the terms of any right therefore,  and as more particularly  defined by
         Regulation 240.13d-3, issued under the Securities Exchange Act of 1934,
         it being the intention hereof that this limitation hereof on conversion
         until December 31, 2003 (and as further  qualified by subsection  (iii)
         hereunder)  shall be interpreted as a "Conversion  Cap" consistent with
         the case, Levy v. Southbrook International Investments, Ltd. 263 F. 3d.
         10 (2001,  USCA, 2d Cir); it being the express intention  hereof,  that
         the Holder may make successive  conversions hereunder of all or part of
         his or her Series I Preferred Shares to Common Shares so long as at any
         point of time this Conversion Cap of 4.95% is followed.

              (iii) The limitation  contained in subsection (ii) above shall not
         apply in such cases as may arise  prior to  December  31,  2003,  where
         there would be an exchange of  securities  or similar  corporate  event
         such as a sale,  merger or  consolidation,  or an offer to  purchase in
         conjunction with such a transaction or a similar event;  after December
         31,  2003,  in any event  the  Conversion  Cap shall not be  applicable
         unless at least 61 days prior  thereto  the  Holder  shall be a writing
         directed to the Company agree to an extension of said  Conversion  Cap,
         in which case the date the conversion Cap shall extend to shall be such
         agreed date, subject to the exception to the Conversion Cap provided in
         this subsection.

              (iv) The right to convert to common shares shall be subject to the
         conversion  rate set forth in subsection (c)  hereunder,  and any other
         adjustment provision that may be contained in this Section 5.

         (b) Automatic Conversion at Election of Company.

              (i) Each share of Series I Preferred Shares shall automatically at
         the  election of the Company be  converted  into shares of Common Stock
         based on the then effective  Conversion  Rate set forth in Section 5(c)
         hereunder (as adjusted) if any one of the  following  shall occur:  (A)
         The Holders of 60% of the Series I Preferred  Shares  outstanding  at a
         given  time  (it  being  the  intention   not  to  include   successive
         conversions  that may in the aggregate  amount to more than 60% of said
         shares) have given notice of election to convert as provided  herein in
         Section  6; (B) The  Board  of  Directors  of the  Company  shall  have
         approved a plan of reorganization, exchange, merger or consolidation to
         which the Company is a party,  or an  acquisition  of the Company;  (C)


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<PAGE>

         Immediately  upon  the  closing  of  an  underwritten  public  offering
         pursuant to an effective  registration  statement  under the Securities
         Act of 1933,  as  amended,  with  respect  to the  Common  Stock of the
         Company  (including  shares  registered  by selling  Series I Preferred
         shareholders)  where the amount of such  securities sold is $10,000,000
         or more;  (D) When the Company shall have a net worth of $10,000,000 or
         more;  (E) After the Common Shares shall have been listed on NASDAQ for
         a period of not less than three months.

              (ii)  Upon  the  occurrence  of  any of the  events  specified  in
         paragraph 5(b)(i) and the election (if applicable) being so made by the
         Company,  the outstanding  shares of Series I Preferred Shares shall be
         converted  automatically  without any further  action by the Holders of
         such  Series I  Preferred  Shares and  whether or not the  certificates
         representing  such Series I  Preferred  Shares are  surrendered  to the
         Company of its transfer agent; provided however, that the Company shall
         not be obligated to issue certificates  evidencing the shares of Common
         Stock issuable upon the conversion  unless the certificates  evidencing
         such Series I Preferred  Shares are either  delivered to the Company or
         its transfer  agent, or the Holder notifies the Company or its transfer
         agent that such  certificates  have been lost,  stolen or destroyed and
         executes an  agreement  satisfactory  to the Company to  indemnify  the
         Company  from  any  loss  incurred  by  it  in  connection   with  such
         certificates.   The  conversion   shall  be  deemed  to  have  occurred
         immediately   prior  to  the   business  day  on  which  the  Series  I
         certificates are to be surrendered,  and the person entitled to receive
         the  Common  shares  upon  such a  conversion  shall be deemed a Common
         Shareholder of record as of that date.

         (c) Conversion Rate,  adjustments.  Except as provided elsewhere herein
for  adjustment of conversion  based on share price,  recapitalization  or other
factors,  the Conversion Rate is 10,000 Common Shares for One Series I Preferred
Share.  The Conversion  Rate shall be subject to adjustment from time to time as
provided below;  no adjustment  shall apply after a Series I Preferred Share has
been converted.

         (d) Mechanics of Conversion.  Each Holder of Series I Preferred  Shares
who desires to convert the same into shares of Common Stock shall  surrender the
certificate,  duly  endorsed,  at the office of the  Company or of any  transfer
agent for the Series I Preferred  Shares or Common Stock, and shall give written
notice to the Company at such office that such Holder elects to convert the same
and shall state therein the number of shares of Series I Preferred  Shares being
converted. Thereupon the Company shall promptly issue and deliver to such Holder
a certificate or certificates  for the number of shares of Common Stock to which
such  Holder  is  entitled.  Such  conversion  shall be deemed to have been made
immediately  prior to the close of business on the date of such surrender of the
certificate  representing the Series I Preferred Shares to be converted, and the
person  entitled  to  receive  the  shares of Common  Stock  issuable  upon such
conversion shall be treated for all purposes as the record Holder of such shares
of Common Stock on such date.

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<PAGE>

         (e) Adjustment for Stock Splits and Combinations. If the Company at any
time or from time to time effects a subdivision of the outstanding Common Stock,
the Conversion Rate then in effect  immediately before that subdivision shall be
proportionately  increased,  and conversely,  if the Company at any time or from
time to time  combines  the  outstanding  shares of Common  Stock into a smaller
number of shares,  the  Conversion  Rate then in effect  immediately  before the
combination  shall be  proportionately  decreased.  Any  adjustment  under  this
subsection  (e) shall become  effective at the close of business on the date the
subdivision or combination  becomes  effective.  Subdivisions or combinations of
Series I Preferred  Shares  shall be similarly  considered  to compute the final
adjustment to the Conversion Rate to reflect stock splits and combinations.

         (f) Adjustments for Reclassification, Exchange and Substitution. In the
event that at any time or from time to time,  the Common Stock issuable upon the
conversion  of the  Series I  Preferred  Shares  is  changed  into the same or a
different  number  of  shares  of any class or  classes  of  stock,  whether  by
recapitalization,  reclassification  or otherwise  (other than a subdivision  or
combination of shares or stock dividend or a reorganization, merger, exchange of
shares, or sale of assets,  provided for elsewhere in this Section), then and in
any such event each  Holder of Series I  Preferred  Shares  shall have the right
thereafter  to convert such stock into the kind and the maximum  amount of stock
and  other  securities  and  property  receivable  upon  such  recapitalization,
reclassification  or other  change,  by Holders  of shares of Common  Stock into
which  such  shares of  Series I  Preferred  Shares  could  have been  converted
immediately  prior to such  recapitalization,  reclassification  or change,  all
subject to further adjustment as provided herein.

         (g) Reorganizations,  Mergers, Consolidations or Sales of Assets. If at
any time or from time to time  there is a capital  reorganization  of the Common
Stock (other than a recapitalization, subdivision, combination, reclassification
or exchange of shares  provided for  elsewhere  in this  Section) or a merger or
exchange of shares of the Company with or into another corporation,  or the sale
of all or substantially all of the Company's  properties and assets to any other
person, then as a part of such  reorganization,  merger,  consolidation or sale,
provision  shall be made so that the  Holders of the Series I  Preferred  Shares
shall have the right  thereafter to convert such stock into the number of shares
of stock or other  securities  or  property  to which a Holder of the  number of
shares of Common Stock  deliverable  upon conversion would have been entitled on
such capital reorganization,  merger, consolidation,  or sale. In any such case,
appropriate  adjustment  shall be made in the  application  of the provisions of
this  Section with respect to the right of the Holders of the Series I Preferred
Shares after the reorganization,  merger,  consolidation or sale to the end that
the provisions of this Section (including adjustment of the Conversion Rate then
in effect and the number of shares  receivable  upon  conversion of the Series I
Preferred  Shares)  shall  be  applicable  after  that  event  and be as  nearly
equivalent as may be practicable.

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<PAGE>


         (h) Adjustment for market performance.  The conversion rate provided in
subsection  (c) shall be adjusted  upward in the event that the market price for
Common Stock shall, at the time of a particular conversion request by the Holder
(or by action of the Company) be less than $.30/share.  "Market Price" shall for
the purpose of this  section be the  average  closing  transaction  price on the
OTCBB (or such  exchanges as the company  stock may be listed upon,  the highest
price at  closing  being  used if there  are  multiple  exchanges)  for the five
trading  days  prior  to a  particular  conversion.  In  each  case  where  this
adjustment is applicable, the "Market Price" as defined herein shall be computed
as provided  hereunder to effect any such  adjustment.  The adjustment  shall be
such that if said  "Market  Price"  adjustment  is  applicable  at the time of a
conversion  request,  the  conversion  rate provided by  subsection  (c) (and as
otherwise   provided  herein)  shall  be  adjusted  upward  for  the  particular
conversion  requested for enough additional shares that the Holder shall receive
the same number of common shares for the conversion in value as would equal that
which have been  received if the Market  Price were $.30 per share.  For example
only,  if 10,000 shares would have been receive at the  conversion  rate without
this  adjustment  and the Market Price were  $.15/share,  an  additional  10,000
shares would be added by this  adjustment  provision so that the adjusted  total
was equal in value to  $3,000-the  amount which would be the value at $.30/share
for 10,000 Common Shares.  In the event of a combination  of common shares,  the
"Market  Price"  shall be adjusted  upward to reflect such  combination,  and if
forward split, then adjusted downward to effect such split.

         (i)  Fractional  Shares.  Series I  Preferred  Shares  may be issued in
fractional amounts.

         (j) Reservation of Stock Issuable Upon Conversion. The Company shall at
all times reserve and keep available out of its  authorized but unissued  shares
of Common  Stock,  solely for the purpose of  effecting  the  conversion  of the
shares of the  Series I Shares,  such  number of its  shares of Common  Stock as
shall  from  time  to  time  be  sufficient  to  effect  the  conversion  of all
outstanding shares of the Series I Preferred Shares that shall be convertible at
that time;  and if at any time the number of authorized  but unissued  shares of
Common  Stock  shall not be  sufficient  to effect  the  conversion  of all then
outstanding  shares of the Series I Preferred Shares, the Company will take such
corporate action as may, in the opinion of its counsel, be necessary to increase
its authorized  but unissued  shares of Common Stock to such number of shares as
shall be sufficient for such purpose. Should this action require the affirmative
vote of the  Holders of Series I Preferred  Shares,  whether as a Class or voted
with Common  Shares,  said Holders of Series I Preferred  Shares shall be deemed
solely  for this  purpose  to have  consented  thereto,  and  shall be deemed to
irrevocably constituted management of the Company as their proxy and attorney in
fact solely for this  purpose to execute  such  documents  as may be required to
effect this consent.

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<PAGE>


6. Effect of Issuance of other Series of Preferred Shares

         (a) Nothing  contained  in this  designation  of rights shall limit the
ability of the Company to authorize  and issue other Series of Preferred  Shares
or other classes of Preferred  Shares with rights or preferences that are senior
to these  Series I  Preferred  Shares  or that  limit or  reduce  the  rights or
preferences of these Series I Preferred  Shares.  In the event that other Series
or Classes of  Preferred  Shares are  authorized  and issued,  unless  otherwise
provided in the  designation  of rights of said other  Series or Classes,  these
Series I  Preferred  Shares  shall vote on all matters  based on the  conversion
rates adjusted into common shares provided herein, and said such other preferred
shares shall have such voting rights as is provided in the designation  thereof;
thus, if there were 100 Series I Preferred  Shares  Issued,  they would have the
voting rights of 1,000,000  shares of Common Stock (unless  adjusted as provided
in  Section  5),  and if 1000  other  preferred  shares  had  voting  rights  of
100,000,000  shares of Common Stock, and there were 300,000,000 shares of Common
Stock issued and outstanding,  then in all votes for the Board of Directors,  or
any other matters in which shareholders may vote, all Common  Shareholders,  and
all Preferred  Shareholders shall vote together, and Preferred Shares would have
the weight based on their conversion into common.  There shall be no class votes
of these  Series I  Preferred  Shares  unless said vote is  non-waivable  and is
required by law.

         (b)  Unless  otherwise  provided  in  the  designation  of  rights  and
preferences  of other  preferred  shares,  any  preferences  of  these  Series I
Preferred  Shares  shall be ratable  with other  series or classes of  Preferred
Shares that may have been or be hereafter designated.


                                        Dated this day of December 2002,

                                        by:  /s/ Thomas Gillespie
                                             -------------------------------
                                                 Thomas Gillespie, President



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