Exhibit 4.8

            CERTIFICATE TO SET FORTH DESIGNATIONS, VOTING POWERS,
            PREFERENCES, LIMITATIONS, RESTRICTIONS, AND RELATIVE
                RIGHTS OF SERIES K 8% CUMULATIVE CONVERTIBLE
                 PREFERRED STOCK, $.001 PAR VALUE PER SHARE

      It is hereby certified that:

      I.  The name of the corporation is Bravo! Foods International Corp.
(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 K 8% 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 K 8% Cumulative Convertible
Preferred Stock by resolution of the Board of Directors:

      Series K 8% Cumulative Convertible Preferred Stock, $.001 par value.

      1.  Designation: Number of Shares.  The designation of said series of
Preferred Stock shall be Series K 8% Cumulative Convertible Preferred Stock
(the "Series K Preferred Stock"). The number of shares of Series K
Preferred Stock shall be 500,000.  Each share of Series K 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.  The Corporation may issue the Series K
Preferred Stock in one or more tranches.

      2.  Dividends.

            (a)  The Holders of outstanding shares of Series K 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, being
      hereinafter collectively the "Junior Stock"), except for the Series G
      H I and J Preferred Stock, at the rate of 8% simple interest per
      annum on the Stated Value per share payable quarterly commencing with
      the quarter ending June 30, 2004, when as and if declared. The
      Holder, however, at its option and upon written advance notice to the
      Corporation, may receive dividend payments in additional fully paid
      and non assessable shares of Series K Preferred Stock at a rate of
      one share of Series K 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.

            (b)  The dividends on the Series K 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 K 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 K 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


<PAGE>  1 of 9


      or a subsidiary of the Corporation to the purchase, redemption or
      other acquisition of the Series K Preferred 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 K Preferred Stock
      shall begin to accrue and be cumulative from and after the date of
      issuance thereof.  A dividend period shall be deemed to commence on
      the day following a quarterly dividend payment date herein specified
      and to end on the next succeeding quarterly dividend payment date
      herein specified.

      3.  Liquidation Rights.

            (a)  Upon the dissolution, liquidation or winding-up of the
      Corporation, whether voluntary or involuntary, the Holders of the
      Series K 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 K 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 K 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 K Preferred Stock shall be
      insufficient to permit payment in full of the amounts payable as
      aforesaid to the Holders of Series K 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 K 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 K 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 K Preferred Stock shall have the right at
      any time subsequent to thirty (30) days after the issuance to the
      Holder of Series K 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 K 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 K Preferred
      Stock being converted.

            (b)  The number of shares of Common Stock issuable upon
      conversion of each share of Series K Preferred Stock shall equal sum
      of (A) the Stated Value per share and (B) at the Holder's election
      accrued and unpaid dividends on such share, divided by the Conversion
      Price.  Expect as otherwise provided in this Certificate, the
      Conversion Price for the Series K Preferred shall be equal to $0.10
      per share of Common Stock.


<PAGE>  2 of 9


            (c)  The Holder of any certificate for shares of Series K
      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 K Preferred Stock (together with the
      Series K 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 K
      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 K Preferred Stock being converted.  In the case of any Series
      K Preferred Stock, which is converted in part only, the Holder of
      shares of Series K 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 K Preferred Stock.  Nothing herein shall be
      construed to give any Holder of shares of Series K 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 K Preferred Stock so converted.

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


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

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


<PAGE>  4 of 9


                  (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 K Preferred Stock and for the Common Stock and to the Holders of
record of the Series K Preferred Stock.

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


<PAGE>  5 of 9


            (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 K
      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 K 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 K Preferred Stock and dividends not
      previously converted into shares of Common Stock shall be converted
      into shares of Common Stock, at the option of the Corporation,
      without further action of the Holder on the date that is five 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 K 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 K
      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 K Preferred
      Stock so called for conversion shall not have been surrendered for
      cancellation, all dividends on the Series K 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 K Preferred Stock at any time unless
      (i) the Common Stock to be delivered upon


<PAGE>  6 of 9


      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 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 100,000 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 K Preferred Stock shall not
have voting rights.

      7.  Redemption.  The Corporation will have the option of redeeming
all or part of the Series K Preferred Stock for an eighteen month period,
commencing with the issuance of the Series K Preferred Stock, ("Optional
Redemption"), by paying to the Holder a sum of money equal 120% of the
Stated Value of the aggregate of the Series K Preferred Stock being
redeemed plus the dollar amount of accrued dividends on the Series K
Preferred Stock being redeemed ("Redemption Amount").  The date Notice of
Redemption is given by the Corporation is the "Redemption Date."  The
Corporation may issue one or more Notice(s) of Redemption, each of which
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 K 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.  Any Notice of Redemption must
be given to all Holders of Series K Preferred Stock in proportion to their
holdings of Series K 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 8% described in paragraph
2 hereof to become 15% from and after the occurrence of such event:

            (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 K 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.


<PAGE>  7 of 9


            (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)  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 K 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 K Preferred Stock.

Dated:  February 20, 2004



                                    BRAVO! FOODS INTERNATIONAL CORP.

                                    By: Roy G. Warren
                                        --------------------------------
                                        Roy G. Warren, Chief Executive Officer


<PAGE>  8 of 9


EXHIBIT A
---------


                            NOTICE OF CONVERSION

(To Be Executed By the Registered Holder in Order to Convert the Series K
Convertible Preferred Stock of Bravo! Foods International Corp.)

      The undersigned hereby irrevocably elects to convert $______________
of the Stated Value of the Series K Convertible Preferred Stock plus
$_______________ of accrued dividends appurtenant to such Stated Value into
shares of Common Stock of Bravo! Foods International Corp. (the
"Corporation") according to the conditions of the Certificate of
Designation for the Series K Convertible Preferred Stock, as of the date
written below.

Date of Conversion:  ______________________________________________________

Applicable Conversion Price Per Share:   $0.10

Number of Common Shares Issuable Upon This Conversion: ____________________

Signature: ________________________________________________________________

Print Name: _______________________________________________________________


Address:
___________________________________________________________________________

___________________________________________________________________________

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

___________________________________________________________________________

___________________________________________________________________________

___________________________________________________________________________


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