Certificate of Designation of Rights of Series K 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 here by designate:

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

                           "Series K Preferred Shares"

          And there is  authorized  to be issued 1,000  shares  thereof with the
following rights, terms and preferences:

1.       Dividends.

          Right  to  the  Preferential  Dividends.  Subject  to the  rights  and
preferences of other classes or series of Preferred  Shares,  the Holders of the
then  outstanding  Series K 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  expressively
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
available  $100.00  maximum total  accumulated  dividends per Series K Preferred
Shares held thereby.  These dividends shall be payable,  when and as declared by
the Board.  Dividends on the Series K Preferred Shares shall be  non-cumulative,
there shall be no minimum  dividends,  and no rights shall accrue to the Holders
of the Series K  Preferred  Shares in the event that the  Company  shall fail to
declare or pay  dividends on the Series K 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 K 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 K Preferred Shares and Common Shares as if said Series K 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.

<PAGE>

2.       Liquidation Rights of Series K Preferred Shares

          (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 K 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 $100.00 per Series K 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 K
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 K  Preferred  Shares,  subject  to any  other  classes  of series of
Preferred  Shares,  on the basis of the  number of shares of Series K  Preferred
Shares so held.

          (b) Payment to Common Stock.  After the  preferred  payment of $100.00
per Series K Preferred Share is made to Holders of the Series K Preferred Shares
the  Holders of the Series K  Preferred  Shares  shall be entitled to share with
Common Shares,  based on the adjusted  conversion  ration of Preferred  Series K
Shares to Common  Shares as if  converted,  and as to other Classes of 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 maid 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 K  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
the Company,  (unless the Company shall  expressly  give notice it elects not to
require  such  conversion)}  the Holders of the Series K  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 K 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 $100.00 per Series K 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 K
Preferred  Shares is adjusted by stock split,  reverse split, or other corporate
action, the preference stated herein shall be adjusted accordingly.

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<PAGE>

           (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 K preferred  Shares of the full  preferential  amount,
the Holders of the Series K 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 ratable,  with all
Series K Preferred  Shares treated as if it has 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 or Directors in good faith will value said assets.

                           (iv)The  fact that  assets  exist which may require a
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 K shareholders  shall receive not less
than ten days notice of the transaction and terms and conditions thereof.

4.       Voting Rights.

          Series K Preferred  Shares shall have no voting rights unless required
under Delaware Law.

5.       Conversion

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

           (a) Right to Convert.  Each share of Series K 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 K  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:

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<PAGE>
                           (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 at no additional  consideration subject to any limitations
contained in this subsection (a);

                           (ii) Until September 30, 2004, 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 that 4.99% of the Common stock of the Company, and is thus subject
to a "Conversion Cap".  "Beneficial Ownership" for the purpose of this manner by
a Holder  because of rights under these  Series K 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 September 30, 2004 (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 K Preferred
Shares to Common Shares so long as at any point of time this  Conversion  Cap of
4.99% is followed.

                           (iii) The  limitation  contained in  subsection  (ii)
above shall not apply in such cases as may arise prior to  September  30,  2004,
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  to a similar  event;  after June 30, 2004, 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 K  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 K 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  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) Immediately
upon the closing of an  underwritten  public  offering  pursuant to an effective
registration  statement  under the  Securities  Act of 19333,  as amended,  with
respect to the Common  Stock of the  Company  (including  shares  registered  by
selling  Series K 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.

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<PAGE>

                           (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 K  Preferred  Shares  shall be
converted automatically without any further action by the Holders of such Series
K Preferred Shares and whether or not the certificates  representing such Series
K  Preferred  Shares  are  surrendered  to the  Company or 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 K Preferred  Shares are either delivered to
the Company or its transfer  agent,  or the Holder  n0otifies 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 K  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 K Preferred
Share.  The Conversion  Rate shall be subject to adjustment from time to time as
provided below;  no adjustment  shall apply after a Series K Preferred Share has
been converted.

           (d) Mechanics of Conversion. Each Holder of Series K 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 any transfer agent
for the Series K 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 K  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 K 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.

           (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
of 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 K 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 K 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 or
shares, or sale of assets,  provided for elsewhere in this Section), then and in
any such event each  Holder of Series K  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,


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<PAGE>

reclassification  or other  change,  by Holders  of shares of Common  Stock into
which  such  shares of  Series K  Preferred  Shares  could  have been  converted
immediately  prior to such  recapitalization,  reclassification  or change,  all
subject to further adjustment as provided herein.

              (g) Reorganization, 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  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 K  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 K 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 K
Preferred  Shares)  shall  be  applicable  after  that  event  and be as  nearly
equivalent as may be practicable.

           (h)  Fractional  Shares.  Series K Preferred  Shares may be issued in
fractional amounts.

           (i) Reservation of Stock Issuable Upon Conversion.  The Company shall
at all time 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 K 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 K 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 K 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 K Preferred  Shares,  whether as a Class or voted
with Common  Shares,  said Holders of Series K 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.

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 K  Preferred  Shares  or that  limit or  reduce  the  rights or
preferences of these Series K Preferred Shares. There shall be no class votes of
these Series K Preferred Shares unless said vote is non-waivable and is required
by law.

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<PAGE>

           (b)  Unless  otherwise  provided  in the  designation  of rights  and
preferences  of other  preferred  shares,  any  preferences  of  these  Series K
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 April, 2003

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























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