Exhibit 4(e)

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

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

      1.    Designation: Number of Shares. The designation of said series of
Preferred Stock shall be Series D 6% Cumulative Convertible Preferred Stock
(the "Series D Preferred Stock"). The number of shares of Series D Preferred
Stock shall be 165,000. Each share of Series D 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 D Preferred Share.

      2.    Dividends.
            ---------

      (a)    The Holders of outstanding shares of Series D 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, Series A
Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, or
other class of stock presently authorized or to be authorized (the Common
Stock, Series A Preferred Stock, Series B Preferred Stock, Series C
Preferred Stock, and such other stock being hereinafter collectively the
"Junior Stock") at the rate of 6% simple interest per annum on the Stated
Value per share payable quarterly commencing with the quarter ending June
30, 1999 when as and if declared; provided however that dividend payments
will be made in additional fully paid and non assessable shares of Series D
Preferred Stock at a rate of one share of Series D Preferred Stock for each
$10 of such dividend not paid in cash, and the issuance of such additional
shares shall constitute full payment of such dividend. Dividends may be paid
at the Company's option with Series D Preferred Stock only if the Common
Stock deliverable upon conversion of such Series D Preferred Stock will have
been included for public resale in an effective registration statement filed
with the Securities and Exchange Commission on the dates such dividends are
payable and paid to the Holder, otherwise the dividend will be paid in cash.

      (b)    The dividends on the Series D 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 D 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 D
Preferred Stock for the then current dividend period shall not have been
paid or declared and set apart for payment, the amount of the deficiency
shall be paid or declared and set apart for payment (but without interest
thereon) before any sum shall be set apart for or applied by the Corporation
or a subsidiary of the Corporation to the purchase, redemption or other
acquisition of the Series D Preferred Stock or any shares of any other class
of stock ranking on a parity with the Series D Preferred Stock ("Parity
Stock") and before any dividend or other distribution shall be paid or
declared and set apart for payment on any Junior Stock and before any sum
shall be set aside for or applied to the purchase, redemption or other
acquisition of Junior Stock.

      (c)    Dividends on all shares of the Series D 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 D
Preferred Stock shall be entitled to receive before any payment or
distribution shall be made on the Junior Stock (specifically including,
without limitation, Series A Preferred Stock, Series B Preferred Stock, and
Series C Preferred Stock, out of the assets of the Corporation available for
distribution to stockholders, the Stated Value per share of Series D
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 D 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 D Preferred Stock shall be insufficient to permit payment in full
of the amounts payable as aforesaid to the Holders of Series D 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 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 D 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 D Preferred Stock shall have the right at any
time commencing on the earlier of 91 days after the filing of this
Certificate of Designation with the Office of the Secretary of State of
Delaware, or the effective date of a registration statement described in
Section 10.1(iv) of the Subscription Agreement entered into by the
Corporation and Holder (or Holder's predecessor) relating to the Series D
Preferred Stock ("Subscription Agreement"), 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 D 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 D Preferred Stock being converted.

      (b)    The number of shares of Common Stock issuable upon conversion
of each share of Series D 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 lesser of: (i) 100% of the average of
the Closing Bid Price of the Corporation's Common Stock for the trading day
immediately preceding the date of issuance of the shares of Series D
Preferred Stock to the Holders; or (ii) at 80% of the average of the three
lowest Closing Bid Prices for the 22 trading days immediately preceding the
conversion of the respective shares of Series D Preferred Stock (Lookback
Period"). 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 D 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 the
Corporation's Transfer Agent 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 D Preferred Stock (together with the Series D 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 D
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 D Preferred Stock being converted. In the case of any Series D
Preferred Stock which is converted in part only the Holder of shares of
Series D 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 D Preferred
Stock. Nothing herein shall be construed to give any Holder of shares of
Series D 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 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 D Preferred Stock so converted.

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

      The Corporation and Holder may not convert that amount of the Series D
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 D 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.

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

      (h)    So long as any shares of Series D 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 D 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 D Preferred
Stock, but all transfer taxes and income taxes that may be payable in
respect of any change of ownership of Series D 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 D 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 D 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 D
Preferred Stock and dividends sought to be converted, which is subject to
the injunction, which bond shall remain in effect until the completion of
arbitration/litigation of the dispute and the proceeds of which shall be
payable to such Holder in the event it obtains judgment.

      (l)    In addition to any other rights available to the Holder, if the
Corporation fails to deliver to the Holder such certificate or certificates
pursuant to Section 4(c) by the Delivery Date and if after the Delivery Date
the Holder purchases (in an open market transaction or otherwise) shares of
Common Stock to deliver in satisfaction of a sale by such Holder of the
Common Stock which the Holder anticipated receiving upon such conversion (a
"Buy-In"), then the Corporation shall pay in cash to the Holder (in addition
to any remedies available to or elected by the Holder) the amount by which
(A) the Holder's total purchase price (including brokerage commissions, if
any) for the shares of Common Stock so purchased exceeds (B) the aggregate
Stated Value of the shares of Series D 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 D
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 D Preferred Stock and dividends not
previously converted into shares of Common Stock shall be converted into
shares of Common Stock without further action of the Holder on the date that
is two 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 D 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 D 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 D Preferred Stock so called for
conversion shall not have been surrendered for cancellation, all dividends
on the Series D Preferred Stock called for conversion shall cease to accrue
and the shares represented thereby shall no longer be deemed outstanding and
all rights of the Holders thereof as Holders of the Corporation shall cease
and terminate, except the right to receive the shares of Common Stock upon
conversion as provided herein.

      (e)    In no event shall a Mandatory Conversion occur without the
consent of the Holder of Series D Preferred Stock at any time unless 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. Nor may
the Corporation 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 Paragraph 2 hereof.

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

      7.    Redemption. From and after 40 days after the Effective Date of
the Registration Statement as defined in Section 10.1(iv) of the
Subscription Agreement, the Corporation will have the option of redeeming
the Series D Preferred Stock ("Optional Redemption") by paying to the Holder
a sum of money equal to the Closing Bid Price of the Common Stock on the
date notice of redemption ("Notice of Redemption) is given to a Holder
("Redemption Date") multiplied by the number of shares of Common Stock that
would be issued upon conversion of the designated amount of Stated Value of
Series D Preferred Stock being redeemed and the dividends accrued thereon,
at the Conversion Price that would be in effect on the Redemption Date
("Redemption Amount") but in no event may the Redemption Amount be less than
120% of the Stated Value of the Series D Preferred Stock being redeemed plus
the dollar amount of accrued dividends on the Series D Preferred Stock being
redeemed. A Notice of Redemption may not be given in connection with any
Series D Preferred Stock for which notice of conversion has been given by
the Holder either before or after receipt by the Holder of a Notice of
Redemption except that after receipt by the Holder of a Notice of Redemption
the Holder may elect by giving written notice to the Corporation within two
(2) business days of a Redemption Date to convert no more than twenty (20%)
percent of the Series D Preferred Stock noticed in the Notice of Redemption.
A Notice of Redemption must be accompanied by a certificate signed by the
chief executive officer or chief financial officer of the Corporation
stating that the Corporation has on deposit and segregated ready funds equal
to the Redemption Amount. The Redemption Amount (less any amount that may be
converted by a Holder) must be paid in good funds to the Holder no later
than the fifth business day after the Redemption Date. In the event the
Corporation fails to pay the Redemption Amount by such date, then the
Redemption Notice will be null and void and the Corporation will thereafter
have no further right to effect an Optional Redemption. Any Notice of
Redemption must be given to all Holders of Series D Preferred Stock in
proportion to their holdings of Series D Preferred Stock on a Redemption
Date. The minimum Redemption Amount must be no less than the sum that would
be realized by the Holder on the Redemption Date of a sale of the amount of
Common Stock receivable upon conversion of the amount of Series D Preferred
Stock being redeemed plus the dollar amount of accrued dividends on the
Series D Preferred Stock being redeemed but in no event may the Redemption
Amount be less than 120% of the Stated Value of the Series D Preferred Stock
being redeemed plus the dollar amount of accrued dividends on the Series D
Preferred Stock being redeemed.

      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 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
D 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 D 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.

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

      10.    Additional Restrictions. Until 180 days after the Effective
Date, as defined in Section 10.1(iv) of the Subscription Agreement and
provided that shares of the Series D Preferred Stock are then outstanding,
the Corporation will not issue any preferred stock that will be senior to
the Series D Preferred Stock except that the Corporation may issue such
preferred stock provided such preferred stock is not senior to the Series D
Preferred Stock during the 180 day period commencing on the Effective Date
of the above described Registration Statement. For so long as any shares of
Series D Preferred Stock are outstanding, the Corporation will not amend the
terms of any outstanding class of Preferred Stock of the Company, and will
not amend the terms of the Series D Preferred Stock without the written
consent of the Holder of the Series D Preferred Stock.


                                       CHINA PEREGRINE FOOD CORPORATION


Dated: January   , 2000                By:_________________________________
                                          Roy G. Warren, President


                                  EXHIBIT A
                                  ---------

                            NOTICE OF CONVERSION

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

      The undersigned hereby irrevocably elects to convert $______________
of the Stated Value of the above Series D 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 Calculated Pursuant to:
Section 4(b)(i):_________________    or 4(b)(ii)____________________

If pursuant to 4(b)(ii), the three dates and closing prices employed are:

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

(3)______________$______________


Number of Common Shares Issuable Upon This Conversion:_____________


Signature:_________________________________________________________


Print Name:________________________________________________________


Address:___________________________________________________________

___________________________________________________________________


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

___________________________________________________________________

___________________________________________________________________