Exhibit 4(g)


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


      It is hereby certified that:

      I.  The name of the corporation is China Premium Food Corporation (the
"Corporation"), a Delaware corporation.

      II.  Set forth hereinafter is a statement of the voting powers,
preferences, limitations, restrictions, and relative rights of shares of
Series F Convertible Preferred Stock hereinafter designated as contained in
a resolution of the Board of Directors of the Corporation pursuant to a
provision of the Articles of Incorporation of the Corporation permitting
the issuance of said Series F Convertible Preferred Stock by resolution of
the Board of Directors:

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

      1.  Designation: Number of Shares.  The designation of said series of
Preferred Stock shall be Series F Convertible Preferred Stock (the "Series
F Preferred Stock"). The number of shares of Series F Preferred Stock shall
be 165,000.  Each share of Series F Preferred Stock shall have a stated
value equal to $10 (as adjusted for any stock dividends, combinations or
splits with respect to such shares) (the "Stated Value"), and a par value
of $0.001 per Series F Preferred Share.

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

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

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

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

      (c)  The Holder of any certificate for shares of Series F Preferred Stock
desiring to convert any of such shares may give notice of its decision to
convert the shares into common stock by delivering or telecopying an
executed and completed notice of conversion to the Corporation or the
Corporation's Transfer Agent, (but only if such Transfer Agent is appointed
by the Company as transfer agent for the Series F Preferred Stock) and
delivering within three business days thereafter, the original notice of
conversion and the certificate for the Preferred Stock properly endorsed
for or accompanied by duly executed instruments of transfer (and such other
transfer papers as said Transfer Agent may reasonably require) to the
Corporation or the Corporation's Transfer Agent. Each date on which a
notice of conversion is delivered or telecopied to the Corporation or the
Corporation's Transfer Agent in accordance with the provisions hereof shall
be deemed a Conversion Date.  A form of Notice of Conversion that may be
employed by a Holder is annexed hereto as Exhibit A.  The Corporation will
transmit the certificates representing the shares of common stock issuable
upon conversion of any Series F Preferred Stock (together with the Series F
Preferred Stock representing the shares not converted) to the Holder via
express courier, by electronic transfer or otherwise, within three business
days after receipt by the Corporation of the original notice of conversion
and the Series F Preferred Stock representing the shares to be converted
("Delivery Date").  The Holder of the shares so surrendered for conversion
shall be entitled to receive on or before the Delivery Date a certificate
or certificates which shall be expressed to be fully paid and non-
assessable for the number of shares of Common Stock to which such Holder
shall be entitled upon such conversion registered in the name of such
Holder.  In the case of any Series F Preferred Stock which is converted in
part only the Holder of shares of Series F Preferred Stock shall upon
delivery of the certificate or certificates representing Common Stock also
receive a new share certificate representing the unconverted portion of the
shares of Series F Preferred Stock.  Nothing herein shall be construed to
give any Holder of shares of Series F Preferred Stock surrendering the same
for conversion the right to receive any additional shares of Common Stock
or other property which results from an adjustment in conversion rights
under the provisions of paragraph (d) or (e) of this paragraph 3 until
Holders of Common Stock are entitled to receive the shares or other
property giving rise to the adjustment.

      In the case of the exercise of the conversion rights set forth in
paragraph 3(a) the conversion privilege shall be deemed to have been exercised
and the shares of Common Stock issuable upon such conversion shall be deemed to
have been issued upon the date of receipt by the Corporation or Transfer
Agent of the Notice of Conversion.  The person or entity entitled to
receive Common Stock issuable upon such conversion shall, on the date such
conversion privilege is deemed to have been exercised and thereafter, be
treated for all purposes as the record Holder of such Common Stock and
shall on the same date cease to be treated for any purpose as the record
Holder of such shares of Series F Preferred Stock so converted.

      The Corporation shall not be required, in connection with any conversion
of Series F Preferred Stock, to issue a fraction of a share of its Common
Stock and shall instead deliver a stock certificate representing the next
whole number.

      The Corporation and Holder may not convert that amount of the Series F
Preferred Stock on a Conversion Date in connection with that number of
shares of Common Stock which would be in excess of the sum of (i) the
number of shares of Common Stock beneficially owned by the Subscriber and
its affiliates on such Conversion Date, and (ii) the number of shares of
Common Stock issuable upon the conversion of the Series F Preferred Stock
with respect to which the determination of this proviso is being made on
such Conversion Date, which would result in beneficial ownership by the
Holder and its affiliates of more than 9.99% of the outstanding shares of
Common Stock of the Corporation.  For the purposes of the proviso to the
immediately preceding sentence, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended, and Regulation 13d-3 thereunder.  The Holder may allocate which of
the equity of the Corporation deemed beneficially owned by the Holder shall
be included in the 9.9% amount described above and which shall be allocated
to the excess above 9.99%.

      (d)  The Conversion Price shall be subject to adjustment from time to
time as follows:

            (i)  In case the Corporation shall at any time (A) split or
      subdivide the outstanding Common Stock, (B) combine the outstanding
      Common Stock into a smaller number of shares, or (C) issue by
      reclassification of its Common Stock any shares or other securities of
      the Corporation, then in each such event the Conversion Price shall be
      adjusted proportionately so that the Holders of Series F Preferred Stock
      shall be entitled to receive the kind and number of shares or other
      securities of the Corporation which such Holders would have owned or
      have been entitled to receive after the happening of any of the events
      described above had such shares of Series F Preferred Stock been
      converted immediately prior to the happening of such event (or any record
      date with respect thereto).  Such adjustment shall be made whenever any
      of the events listed above shall occur. An adjustment made to the
      Conversion pursuant to this paragraph 3(d)(i) shall become effective
      immediately after the effective date of the event retroactive to the
      record date, if any, for the event.

      (e)  (i)  In case of any merger of the Corporation with or into any other
corporation (other than a merger in which the Corporation is the surviving
or continuing corporation and which does not result in any
reclassification, conversion, or change of the outstanding shares of Common
Stock) then unless the right to convert shares of Series F Preferred Stock
shall have terminated, as part of such merger lawful provision shall be
made so that Holders of Series F Preferred Stock shall thereafter have the
right to convert each share of Series F Preferred Stock into the kind and
amount of shares of stock and/or other securities or property receivable
upon such merger by a Holder of the number of shares of Common Stock into
which such shares of Series F Preferred Stock might have been converted
immediately prior to such consolidation or merger.  Such provision shall
also provide for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in paragraph (d) of this
paragraph 3.  The foregoing provisions of this paragraph 3(e) shall
similarly apply to successive mergers.

            (ii)  In case of any sale or conveyance to another person or entity
      of the property of the Corporation as an entirety, or substantially as an
      entirety, in connection with which shares or other securities or cash or
      other property shall be issuable, distributable, payable, or deliverable
      for outstanding shares of Common Stock, then, unless the right to convert
      such shares shall have terminated, lawful provision shall be made so that
      the Holders of Series F Preferred Stock shall thereafter have the right
      to convert each share of the Series F Preferred Stock into the kind and
      amount of shares of stock or other securities or property that shall be
      issuable, distributable, payable, or deliverable upon such sale or
      conveyance with respect to each share of Common Stock immediately prior
      to such conveyance.

      (f)  Whenever the number of shares to be issued upon conversion of the
Series F Preferred Stock is required to be adjusted as provided in this
paragraph 3, the Corporation shall forthwith compute the adjusted number of
shares to be so issued and prepare a certificate setting forth such
adjusted conversion amount and the facts upon which such adjustment is
based, and such certificate shall forthwith be filed with the Transfer
Agent for the Series F Preferred Stock and the Common Stock; and the
Corporation shall mail to each Holder of record of Series F Preferred Stock
notice of such adjusted conversion price.

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

            (i)  to pay any dividend or distribution payable in shares upon its
      Common Stock or make any distribution (other than cash dividends) to the
      Holders of its Common Stock; or

            (ii)  to offer for subscription to the Holders of its Common Stock
      any additional shares of any class or any other rights; or

            (iii)  any capital reorganization or reclassification of its shares
      or the merger of the Corporation with another corporation (other than a
      merger in which the Corporation is the surviving or continuing
      corporation and which does not result in any reclassification,
      conversion, or change of the outstanding shares of Common Stock); or

            (iv)  the voluntary dissolution, liquidation or winding-up of the
      Corporation;

then, and in any one or more of said cases, the Corporation shall cause at
least fifteen (15) days prior notice of the date on which (A) the books of
the Corporation shall close or a record be taken for such stock dividend,
distribution, or subscription rights, or (B) such capital reorganization,
reclassification, merger, dissolution, liquidation or winding-up shall take
place, as the case may be, to be mailed to the Transfer Agent for the
Series F Preferred Stock and for the Common Stock and to the Holders of
record of the Series F Preferred Stock.

      (h)  So long as any shares of Series F Preferred Stock shall remain
outstanding and the Holders thereof shall have the right to convert the
same in accordance with provisions of this paragraph 3 the Corporation
shall at all times reserve from the authorized and unissued shares of its
Common Stock a sufficient number of shares to provide for such conversions.

      (i)  The term Common Stock as used in this paragraph 3 shall mean the
$.001 par value Common Stock of the Corporation as such stock is constituted at
the date of issuance thereof or as it may from time to time be changed or
shares of stock of any class of other securities and/or property into which
the shares of Series F Preferred Stock shall at any time become convertible
pursuant to the provisions of this paragraph 3.

      (j)  The Corporation shall pay the amount of any and all issue taxes (but
not income taxes) which may be imposed in respect of any issue or delivery
of stock upon the conversion of any shares of Series F Preferred Stock, but
all transfer taxes and income taxes that may be payable in respect of any
change of ownership of Series F Preferred Stock or any rights represented
thereby or of stock receivable upon conversion thereof shall be paid by the
person or persons surrendering such stock for conversion.

      (k)  In the event a Holder shall elect to convert any shares of Series F
Preferred Stock as provided herein, the Corporation may not refuse
conversion based on any claim that such Holder or any one associated or
affiliated with such Holder has been engaged in any violation of law,
unless, an injunction from a court, on notice, restraining and or enjoining
conversion of all or part of said shares of Series F Preferred Stock shall
have been issued and the Corporation posts a surety bond for the benefit of
such Holder in the amount of 125% of the Stated Value of the Series F
Preferred Stock and dividends sought to be converted, which is subject to
the injunction, which bond shall remain in effect until the completion of
arbitration/litigation of the dispute and the proceeds of which shall be
payable to such Holder in the event it obtains judgment.

      (l)  In addition to any other rights available to the Holder, if the
Corporation fails to deliver to the Holder such certificate or certificates
pursuant to Section 3(c) by the Delivery Date and if after the Delivery
Date the Holder purchases (in an open market transaction or otherwise)
shares of Common Stock to deliver in satisfaction of a sale by such Holder
of the Common Stock which the Holder anticipated receiving upon such
conversion (a "Buy-In"), then the Corporation shall pay in cash to the
Holder (in addition to any remedies available to or elected by the Holder)
the amount by which (A) the Holder's total purchase price (including
brokerage commissions, if any) for the shares of Common Stock so purchased
exceeds (B) the aggregate Stated Value of the shares of Series F Preferred
Stock for which such conversion was not timely honored, together with
interest thereon at a rate of 16% per annum, accruing until such amount and
any accrued interest thereon is paid in full (which amount shall be paid as
liquidated damages and not as a penalty).  For example, if the Holder
purchases shares of Common Stock having a total purchase price of $11,000
to cover a Buy-In with respect to an attempted conversion of $10,000 of
Stated Value of Series F Preferred Stock, the Corporation shall be required
to pay the Holder $1,000, plus interest.  The Holder shall provide the
Corporation written notice indicating the amounts payable to the Holder in
respect of the Buy-In.

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

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

      (a)  The Corporation fails to pay any sum of money due to the Holder from
the Company (excluding dividends) and such failure continues for a period
of ten (10) days after written notice to the Corporation from the Holder.

      (b)  The Corporation breaches any material covenant, term or condition of
the Subscription Agreement entered into between the Corporation and Holder
relating to Series F Preferred Stock or in this Certificate of Designation,
and such breach continues for a period of seven (7) days after written
notice to the Corporation from the Holder.

      (c)  Any material representation or warranty of the Corporation made in
the Subscription Agreement, or in any agreement, statement or certificate given
in writing pursuant thereto shall be false or misleading.

      (d)  The Corporation shall make an assignment of a substantial part of
its property or business for the benefit of creditors, or apply for or consent
to the appointment of a receiver or trustee for it or for a substantial
part of its property or business, or such a receiver or trustee shall
otherwise be appointed.

      (e)  Any money judgment, confession of judgment, writ or similar process
shall be entered against the Corporation or its property or other assets
for more than $100,000, and is not vacated, satisfied, bonded or stayed
within 45 days.

      (f)  Bankruptcy, insolvency, reorganization or liquidation proceedings or
other proceedings or relief under any bankruptcy law or any law for the
relief of debtors shall be instituted by or against the Corporation.

      (g)  The failure to maintain a listing of the Common Stock on the NASD
OTC Bulletin Board (or successor market, if any).

      (h)  An order entered by a court of competent jurisdiction, or by the
Securities and Exchange Commission, or by the National Association of
Securities Dealers, preventing purchase and sale transactions in the
Corporation's Common Stock.

      (i)  The Corporation's failure to timely deliver Common Stock to the
Holder pursuant to paragraph 4 hereof or the Subscription Agreement.

      (j)  The occurrence of a Non-Registration Event as described in Section
10.4 of the Subscription Agreement.

      6.  Status of Converted or Redeemed Stock.  In case any shares of Series
F Preferred Stock shall be redeemed or otherwise repurchased or reacquired,
the shares so redeemed, converted, or reacquired shall resume the status of
authorized but unissued shares of Preferred Stock and shall no longer be
designated as Series F Preferred Stock.


                                       CHINA PREMIUM FOOD CORPORATION


Dated: April 6, 2000                        /S/ Roy G. Warren
                                       By:_________________________________
                                            Roy G. Warren, President


                                  EXHIBIT A
                                  ---------

                            NOTICE OF CONVERSION

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

The undersigned hereby irrevocably elects to convert $______________ of the
Stated Value of the above Series F Convertible Preferred Stock into shares
of Common Stock of China Premium Food Corporation (the "Corporation")
according to the conditions hereof, as of the date written below.

Date of Conversion:_______________________________________________

Applicable Conversion Price Per Share:____________________________


Number of Common Shares Issuable Upon This Conversion:_____________



Signature:_________________________________________________________


Print Name:________________________________________________________


Address:___________________________________________________________

___________________________________________________________________

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

___________________________________________________________________

___________________________________________________________________