EXHIBIT 4.1

                           CERTIFICATE OF DESIGNATIONS

                                       OF

                            TERRACE FOOD GROUP, INC.



                  Pursuant to Section 151 of the  Delaware  General  Corporation
Law  (the  "GCL"),  TERRACE  FOOD  GROUP,  INC.,  a  Delaware  corporation  (the
"Corporation"), certifies as follows:

                  FIRST: Under the authority  contained in Article FOURTH of the
Certificate of Incorporation  of the Corporation,  the Board of Directors of the
Corporation  has  classified an aggregate of 19,000 shares of the authorized but
unissued shares of Preferred Stock of the Corporation  into a series which shall
be designated Series C Preferred Stock.

                  SECOND:  The following  resolution was adopted by the Board of
Directors on April 13, 1999 and such  resolution has not been modified and is in
full force and effect on the date hereof:

                  RESOLVED, that the Board of Directors hereby creates, from the
authorized but unissued shares of Preferred Stock of the  Corporation,  a series
of preferred stock  designated as Series C Preferred  Stock, par value $.001 per
share (the  "Preferred  Stock"),  and  hereby  fixes the  powers,  designations,
preferences and relative,  participating,  optional or other special rights, and
the qualifications,  limitations or restrictions  thereof, of the shares of such
series, as follows:

                  Section 1. Preferred Stock Dividends.

                  1.1 General Dividend  Obligation.  When, as and if declared by
the Board of  Directors of the  Corporation,  the  Corporation  shall pay to the
holders of record of the Preferred  Stock,  out of the funds of the  Corporation
legally available for the payment of dividends under the General Corporation Law
of the State of Delaware, preferential dividends at the times and in the amounts
provided for in this Section 1.

                  1.2 Payments of Dividends;  Payments in Additional Shares. (a)
When  declared by the Board of  Directors of the  Corporation,  dividends on the
Preferred  Stock  shall be payable on whole  shares of  Preferred  Stock on each
Dividend Payment Date (capitalized terms not otherwise defined herein being used
in this  Certificate of  Designations  with the definitions set forth in Section
11) to the holders of Preferred Stock on the record date determined by the Board
of  Directors  of  the  Corporation  in  accordance  with  the  by-laws  of  the
Corporation. Dividends shall






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be paid by mailing  the  Corporation's  good check in the proper  amount to each
holder of record of Preferred  Stock at such  holder's  address as it appears on
the  Corporation's  stock legend at least five (5) days prior to the due date of
each dividend or by wire  transfer of  immediately  available  funds so as to be
received by such holder on the due date of such dividend.

                  (b) If at any  time  dividends  on the  outstanding  Preferred
Stock at the rate set forth  herein  shall not have been fully paid or  declared
and set aside for payment, no dividends or other distributions shall be declared
or paid upon or set apart for payment on the shares of any other class of Junior
Securities.

                  1.3  Calculation  of  Dividends.  Dividends  on each  share of
Preferred  Stock shall be calculated  cumulatively at the rate and in the manner
prescribed  herein  from and  including  the date of  issuance  of such share of
Preferred  Stock,  whether or not such  dividends  shall have been  declared and
whether or not there  shall be (at the time such  dividends  are  calculated  or
become payable or at any other time)  profits,  surplus or other funds or assets
of the Corporation legally available for the payment of dividends.  For purposes
of this Section 1.3, the date on which the Corporation shall initially issue any
share of Preferred Stock shall be deemed to be its "date of issuance" regardless
of the number of times  transfer of such share of Preferred  Stock shall be made
on the stock register maintained by or for the Corporation and regardless of the
number of  certificates  which may be issued to evidence such share of Preferred
Stock (whether by reason of transfer of such share or for any other reason).

                  1.4 Dividend Rates.  Dividends shall be cumulative,  and shall
accrue on a daily basis on each Outstanding share of Preferred Stock at the rate
per annum  (computed  on the basis of a 360-day  year having  twelve  thirty-day
months and  counting  actual  days  elapsed) of  thirteen  percent  (13%) of the
Liquidation Value of each share of Preferred Stock. To the extent not paid, on a
Dividend  Payment Date all unpaid  dividends  accrued on each share of Preferred
Stock  Outstanding  during such quarter (or from and including the original date
of issuance of such share in the case of the initial  quarter-end after the date
of  issuance)  shall be added to the  Liquidation  Value of such share and shall
remain a part thereof until such dividends are paid.

                  Section 2. Liquidation Preferences.

                  Subject  to  the  provisions  of  applicable   law,  upon  any
liquidation (complete or partial), dissolution or winding up of the Corporation,
or any similar distribution of its assets to its stockholders which results in a
return of capital, whether voluntary or involuntary, the Preferred Stock will be
pari passu with any other Outstanding  shares of the  Corporation's  Convertible
Preferred  Stock,  and the holders of the  Preferred  Stock  shall be  entitled,
before any  distribution  or payment is made upon any Junior  Securities  of the
Corporation,  to be paid out of the  assets  of the  Corporation  available  for
distribution to its stockholders (whether from capital,  surplus or earnings) an
amount in cash equal to the sum of (i) the  aggregate  Liquidation  Value of all
shares  of  Preferred  Stock  then  Outstanding,  plus (ii) all  accrued  unpaid
dividends  on such  shares,  and shall not be entitled  to any further  payment.
Written notice of such liquidation,






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dissolution, winding up or other distribution of assets, stating a payment date,
the amount of the payment and the place where the amounts distributable shall be
payable,  shall be  mailed by  certified  or  registered  mail,  return  receipt
requested,  not less than  sixty  (60) days  prior to the  payment  date  stated
therein,  to each record holder of any share of Preferred Stock entitled thereto
at the  address  for such  record  holder  shown on the  Corporation's  records.
Neither the  consolidation  nor merger of the Corporation into or with 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,
winding up or similar  distribution of the Corporation within the meaning of any
of the  provisions of this Section 2, provided  that such  transaction  does not
effect a return of capital  (as defined in the  General  Corporation  Law of the
State of Delaware) to the Corporation's stockholders.

                  Section 3. Redemptions of Preferred Stock.

                  3.1 Redemption  Price. For each share of Preferred Stock which
is to be  redeemed  by the  Corporation  at any  time  and for any  reason  in a
redemption pursuant to this Section 3, the Corporation shall be obligated on the
Redemption Date,  regardless of whether the Corporation shall be able or legally
permitted  to make such  payment on the  Redemption  Date,  to pay to the holder
thereof (upon surrender by such holder at the Corporation's principal of lice of
the  certificate  representing  such share of Preferred  Stock duly  endorsed in
blank or accompanied by an appropriate  form of assignment) the Redemption Price
for  such  share of  Preferred  Stock,  payable  in cash,  except  as  otherwise
specified in Section 3.5 hereof

                  3.2 Redeemed or Otherwise  Acquired Shares Not to be Reissued.
Any shares of Preferred  Stock redeemed  pursuant to this Section 3 or otherwise
acquired by the  Corporation  shall not be reissued,  sold or transferred by the
Corporation and shall be retired.

                  3.3  Determination  of  Number of Each  Holder's  Shares to be
Redeemed.  The  number of shares of  Preferred  Stock to be  redeemed  from each
holder  thereof in each  redemption  under this Section 3 shall be determined by
multiplying the total number of shares of Preferred Stock to be redeemed times a
fraction,  the  numerator  of which  shall be the  total  number  of  shares  of
Preferred  Stock then held by such holder and the  denominator of which shall be
the total number of shares of Preferred Stock then  Outstanding,  rounded if the
result is fractional to the nearest whole number of shares.

                  3.4 Optional Redemption by Corporation.  Subject to applicable
law, the Corporation shall have the right, at any time and from time to time, to
redeem,  in whole or in part,  shares of the Preferred  Stock at the  Redemption
Price, on at least thirty (30) days' notice.

                  3.5 Scheduled  Redemptions  of Preferred  Stock.  On March 31,
2000, the  Corporation  shall purchase and redeem all of the shares of Preferred
Stock then Outstanding.  At the option of the Corporation,  upon a redemption as
set forth in this  Section  3.5,  the  Redemption  Price  payable to a holder of
Preferred Stock may be paid in whole or in part in cash or by the






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issuance to such holder of a promissory note in the form of Exhibit A hereto, in
a principal amount equal to such Redemption Price.

                  3.6  Redemption  Upon Corporate  Change.  (a) In the event any
Corporate  Change is to occur,  any  holder  of  shares of  Preferred  Stock may
require  the  Corporation  to redeem all or any portion of the  Preferred  Stock
owned  by  such  holder   immediately  prior  to,  or  concurrently   with,  the
consummation of such Corporate Change. Written notice of any impending Corporate
Change,  and the substance and intended date of consummation  thereof,  shall be
mailed by certified or registered mail, return receipt requested,  not more than
sixty  (60)  nor  less  than ten  (10)  days  prior to the date of  consummation
thereof,  to each record holder of shares of Preferred  Stock at the address for
such record holder shown on the  Corporation's  records.  Each such holder shall
have ten (10) days  from the date of  receipt  of such  notice  to  request  (by
written  notice mailed to the  Corporation)  redemption of all or any portion of
the Preferred Stock owned by such holder.  Immediately prior to the consummation
of such Corporate Change, the Corporation shall redeem all Preferred Stock as to
which requests under this Section 3.6(a) have been made.

                  (b)  "Corporate  Change"  means (i) a public  offering  of the
Corporation's  securities  registered  under  the  Securities  Act of  1933,  as
amended,  (ii) the sale, exchange or transfer of all or substantially all of the
Corporation's assets, or (iii) any transaction or series of related transactions
in which one (1) or more persons  (other than a holder of Preferred  Stock or an
affiliate  thereof) shall directly or indirectly acquire ownership of or control
over capital stock (not including  shares held or controlled by them on the date
of initial  issuance of the Preferred  Stock) of the  Corporation (or securities
exchangeable for or convertible into such stock) entitled to elect fifty percent
(50%) or more of the Corporation's  Board of Directors and representing at least
fifty percent (50%) of the number of shares of Common Stock Deemed Outstanding.

                  3.7 Other Mandatory  Redemptions.  The Corporation shall apply
to the redemption of Preferred Stock and any outstanding  Convertible  Preferred
Stock, pro rata from the holders thereof, all proceeds received from any sale of
its  securities  or any  indebtedness  incurred  to  banks  or  other  financial
institutions subsequent to the original issuance date, until redeemed.

                  3.8  Notice  of  Redemption.  Except  as  otherwise  expressly
provided  herein,  notice of any redemption of Preferred  Stock,  specifying the
time and place of redemption, the Redemption Price and the Section and paragraph
pursuant to which such redemption is being made, shall be mailed by certified or
registered mail, return receipt requested, to each holder of record of shares of
Preferred  Stock to be  redeemed,  at the address  for such holder  shown on the
Corporation's  records,  not more than sixty (60) nor less than thirty (30) days
(ten (10) days,  in the case of a  redemption  pursuant to Section 3.5) prior to
the date on which such  redemption is to be made.  The notice shall also specify
the number of shares of  Preferred  Stock and the  certificate  numbers  thereof
which are to be redeemed.  With respect to redemptions  made pursuant to Section
3.4, upon mailing any such notice of  redemption  the  Corporation  shall become
obligated to redeem at the time of  redemption  specified  therein all shares of
Preferred Stock therein specified. In case less than all the shares of Preferred
Stock represented by any certificate are







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redeemed,  a new  certificate  representing  the unredeemed  shares of Preferred
Stock shall be issued to the holder thereof without cost to such holder.

                  3.9 Rights After Redemption Date. Provided that the Redemption
Price is paid in full on the applicable  Redemption  Date, no share of Preferred
Stock shall be entitled to any dividends  accrued after its Redemption Date, and
ori such  Redemption  Date,  except as otherwise  provided herein or by law, all
rights of the holder of such share of Preferred  Stock as a  stockholder  of the
Corporation,  by reason of the ownership of such share, shall cease,  except the
right to  receive  the  Redemption  Price of such share  upon  presentation  and
surrender of the certificate  representing  such share, and such share shall not
after such Redemption Date be deemed to be Outstanding.

                  3.10 Other  Redemptions.  The Corporation shall neither redeem
nor otherwise  acquire any shares of any class of Preferred  Stock except (i) as
expressly  authorized in this Certificate of  Designations,  or (ii) pursuant to
any offer of redemption made to the holders of Preferred Stock of such class pro
rata according to the shares held by them.

                  3.11 Deposit of Redemption  Price. If on or before the date of
redemption  specified  in any  notice of  redemption  of any share of  Preferred
Stock, the Corporation  shall  irrevocably  deposit the amount of the Redemption
Price thereof with a bank or trust company  having an of lice in the City of New
York,  designated in such notice of redemption,  in trust for the benefit of the
holder of such share of Preferred Stock,  such share of Preferred Stock shall be
deemed  to have  been  redeemed  on the date so  specified,  whether  or not the
certificate for such share shall be surrendered for redemption and canceled.

                  Section 4. Voting Rights of Preferred Stock.

                  4.1 General.  The holders of the Preferred  Stock are entitled
to cast one vote for each share held at all  meetings  of  stockholders  for all
purposes, including the election of directors.

                  4.2 Preferred Director. The holders of Preferred Stock, voting
as a class, shall be entitled to elect one (1) director to serve on the Board of
Directors of the Corporation.

                  Section 5. Registration of Transfer.

The Corporation  shall keep at its principal of rice (or such other place as the
Corporation  reasonably designates) a register for the registration of shares of
Preferred Stock.  Upon the surrender of any certificate  representing  Preferred
Stock at such place,  the  Corporation  shall,  at the request of the registered
holder of such certificate, execute and deliver (at the Corporation's expense) a
new certificate or certificates in exchange therefor  representing the aggregate
number of shares  represented  by the  surrendered  certificate,  subject to the
requirements of applicable  securities laws. Each such new certificate  shall be
registered in such name and shall represent






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such  number of shares as shall be  requested  by the holder of the  surrendered
certificate,  shall  be  substantially  identical  in  form  to the  surrendered
certificate,  and the holders of the shares  represented by such new certificate
shall be entitled to receive all theretofore payable but unpaid dividends on the
shares represented by the surrendered certificate.

                  Section 6. Replacement.

                  Upon  receipt  of  evidence  reasonably  satisfactory  to  the
Corporation (an affidavit of the registered holder shall be satisfactory) of the
ownership and the loss,  theft,  destruction  or  mutilation of any  certificate
evidencing  one or more  shares of the  Preferred  Stock and, in the case of any
such  loss,  theft  or  destruction,   upon  receipt  of  indemnity   reasonably
satisfactory  to the Corporation  (provided that if the registered  holder is an
institutional  investor its own agreement of indemnity,  without bond,  shall be
satisfactory),  or, in the case of any such  mutilation,  upon surrender of such
certificate,  the Corporation shall (at its expensed execute and deliver in lieu
of such  certificate a new certificate of like kind  representing  the number of
shares represented by such lost, stolen, destroyed or mutilated certificate, and
the shares  represented by such new certificate  shall be entitled,  among other
things,  to receive all theretofore  payable but unpaid  dividends on the shares
represented by the lost, stolen, destroyed or mutilated certificate.

                  Section 7. Restrictions on Corporate Action.

                  So long as any shares of Preferred Stock shall be Outstanding,
and in addition to any other approvals or consents  required by law, without the
prior   affirmative  vote  or  written  consent  of  the  holders  of  at  least
seventy-five   percent  (75%)  of  all  shares  of  the  Preferred   Stock  then
Outstanding:

                  (a) The Corporation  shall not authorize,  create or issue any
         shares,  or securities  convertible  into such shares,  of any class of
         stock having  preference over, or being on a parity with, the Preferred
         Stock with  respect to either the payment of  dividends  or rights upon
         dissolution,  liquidation,  winding up or similar  distribution  of the
         Corporation or  distribution  of assets to its  shareholders  by way of
         return of capital, whether voluntary or involuntary; provided, however,
         that  notwithstanding  anything in this Section 7 to the contrary,  the
         prior  affirmative  vote or written consent of each holder of shares of
         Preferred Stock then Outstanding  shall be not required with respect to
         the issuance of the Convertible Preferred Stock.

                  (b)  Subject  to  the   provisions  of  applicable   law,  the
         Corporation  shall  not  liquidate,  dissolve  or wind up its  affairs;
         provided,  however, that notwithstanding  anything in this Section 7 to
         the contrary,  the prior  affirmative  vote or written  consent of each
         holder of shares  of  Preferred  Stock  then  Outstanding  shall be not
         required  with  respect  to  any  such  transaction  if,  prior  to  or
         simultaneously   with  the  consummation  of  such   transaction,   the
         Corporation  shall  purchase or redeem all of the Preferred  Stock then
         Outstanding in accordance  with the  provisions of this  Certificate of
         Designations.






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                  (c) The  Corporation  shall not sell,  lease, or convey all or
         substantially all of the property or business of the Corporation, or be
         a party to any merger,  consolidation or other  transaction which would
         result in a Corporate Change, as that term is defined in Section 3.6(b)
         hereof;  provided,  however,  that  notwithstanding  anything  in  this
         Section  7 to the  contrary,  the  prior  affirmative  vote or  written
         consent of each holder of shares of  Preferred  Stock then  Outstanding
         shall be not required with respect to any such transaction if, prior to
         or  simultaneously  with  the  consummation  of such  transaction,  the
         Corporation  shall  purchase or redeem all of the Preferred  Stock then
         Outstanding in accordance  with the  provisions of this  Certificate of
         Designations.

                  (d) The  Corporation  shall not amend,  alter or repeal any of
         the provisions of this Certificate of Designations, nor shall it amend,
         alter or  repeal  any of the other  provisions  of its  Certificate  of
         Incorporation  or the by-laws of the  Corporation  in any manner  which
         adversely  affects the preferences  and rights and the  qualifications,
         limitations  or  restrictions  of the  Preferred  Stock or the  holders
         thereof, nor shall the Corporation increase the number of shares of the
         Preferred Stock which the Corporation is authorized to issue; provided,
         however,  that  notwithstanding  anything  in  this  Section  7 to  the
         contrary,  the prior  affirmative vote or written consent of holders of
         at least ninety  percent  (90%) of the shares of  Preferred  Stock then
         Outstanding shall be required with respect to any amendment, alteration
         or repeal of any of the provisions of this  Certificate of Designations
         or the Corporation's Certificate of Incorporation or the by-laws of the
         Corporation  relating to or  affecting  dividend  payments on Preferred
         Stock or any such  provisions  relating to or affecting  redemption  of
         Preferred Stock.

                  (e) The  Corporation  shall not declare or pay any dividend or
         make any  other  distribution  on any  Junior  Securities,  other  than
         dividends or  distributions  payable  solely in Junior  Securities,  or
         purchase,  redeem, or otherwise acquire for any  consideration,  or set
         aside as a sinking fund or other fund for the  redemption or repurchase
         of any Junior Securities or any warrants, rights or options to purchase
         the same.

                  (f) The  Corporation  shall not declare or pay any dividend or
         make any other  distribution on the Convertible  Preferred Stock, other
         than dividends or distributions payable solely in Convertible Preferred
         Stock, or purchase, redeem, or otherwise acquire for any consideration,
         or set  aside as a sinking  fund or other  fund for the  redemption  or
         repurchase of the Convertible  Preferred Stock or any warrants,  rights
         or opritons to purchase the same,  unless  after  giving  effect to any
         such dividend,  distribution,  purchase, redemption or other action all
         accrued  dividends on the Preferred  Stock then  Outstanding  have been
         paid in  full  and  any  redemption  obligations  with  respect  to the
         Preferred Stock have been paid or performed in full.

                  Section 10. Closing Books.








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                  The Corporation  will not close its books against the transfer
of any share of Preferred Stock.

                  Section 11. Definitions.

                  As used in this  Certificate  of  Designations  the  following
terms  shall  have the  following  meanings,  which  meanings  shall be  equally
applicable to the singular and plural forms of such terms:

                  "Business  Day"  means  any day which is not a  Saturday  or a
Sunday or a day on which banks are permitted to close in New York, New York.

                  "Common  Stock" means the Common  Stock,  par value $0.001 per
share, of the Corporation, and any capital stock of any class of the Corporation
hereafter  authorized which shall not be limited to a fixed sum or percentage of
par or  stated  value  in  respect  to the  rights  of the  holders  thereof  to
participate in dividends or in the  distribution of assets upon any liquidation,
dissolution, winding up or similar distribution of the Corporation.

                  "Common Stock Deemed  Outstanding"  means,  at any given time,
the  number  of  shares  of  Common  Stock  actually  outstanding  at such  time
(exclusive  of any shares of Common Stock owned or held by or for the account of
the Corporation).

                  "Convertible  Preferred  Stock"  means  the  Corporation's  8%
Convertible Preferred Stock, $.001 par value.

                  "Dividend  Payment  Date"  means,  with  respect to  Preferred
Stock, the last day of March,  June,  September and December in each year (or if
any such day is not a Business Day the immediately preceding Business Day).

                  "Junior Security" means (a) the Corporation's Common Stock and
(b)  any  other  equity  security  of any  kind  which  the  Corporation  or any
Subsidiary  shall  at any time  issue  or be  authorized  to  issue  other  than
Preferred Stock, other than the Company's Convertible Preferred Stock.

                  "Liquidation  Value" of any share of Preferred Stock as of any
particular date means an amount equal to the sum of $100.00 plus any accrued and
unpaid dividends on such share of Preferred Stock.


                  "Outstanding"  when used with reference to shares of Preferred
Stock as of any particular time shall mean shares thereof issued and outstanding
at such time and shall not include any shares of Preferred Stock  represented by
any certificate in lieu of which a new







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certificate  has been  executed and delivered by the  Corporation  in accordance
with Section 7 or Section 8, but shall include only those shares  represented by
such new certificate.

                  "Person"  means and includes an individual,  a partnership,  a
corporation,  a trust, a joint venture,  an  unincorporated  organization  and a
government or any department or agency thereof.

                  "Redemption  Date" as to any share of Senior  Preferred  Stock
means the date  specified  in the notice of  redemption  delivered  pursuant  to
Section 3.9;  provided  that for purposes of Section  3.9, the  Redemption  Date
shall be the date on which the applicable  Redemption  Price is actually paid to
the  holder  of such  share of  Preferred  Stock or  deposited  in trust for the
benefit of such holder pursuant to Section 3.11.

                  "Redemption  Price" as to any share of  Preferred  Stock means
the Liquidation Value of such share.

                  "Subsidiary"  means each corporation or other entity,  if any,
of which the Corporation or another  Subsidiary shall own at least fifty percent
(50%) of (x) the stock of any class having power under ordinary circumstances to
vote for the election of directors or (y) the capital or equity, however named.

                  Section 12. Miscellaneous.

                  (a) The  unenforceability  or  invalidity  of any provision or
provisions  of this  Certificate  of  Designations  shall not render  invalid or
unenforceable any other provision or provisions herein contained.

                  (b) Section and paragraph  headings herein are for convenience
only and shall not be construed as a part of this Certificate of Designations.

                  (c) All  notices to holders of  Preferred  Stock  required  or
permitted  hereunder  shall  be  sent by  overnight  courier  service,  prepaid,
addressed  to each such holder at the address for such holder shown on the books
of the Corporation.







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                  IN WITNESS  WHEREOF,  this Certificate has been signed on this
14th day of April,  1999, and the signature of the undersigned  shall constitute
the  affirmation  and  acknowledgment  of the  undersigned,  under  penalties of
perjury,  that this  Certificate is the act and deed of the undersigned and that
the facts stated in the Certificate are true.

                                      TERRACE FOOD GROUP, INC..

                                      By:/s/ Steven Shulman
                                         -----------------------------------
                                      ATTEST:

                                      /s/ Gerald L. Fisherman
                                      --------------------------------------



















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