Amended
        Certificate of Designation of Rights of Series D 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 hereby
                                   designate
    The voting powers, designations, preferences, rights and qualifications,
                        limitations and restrictions of:

                           "Series D Preferred Shares"

 And there is authorized  to be issued 20,000 shares  thereof with the following
rights, terms and preferences:

     1.  Dividends.


         Right to Preferential Dividends.  Subject to the rights and preferences
of other  classes  or  series  of  Preferred  Shares,  the  Holders  of the then
outstanding  Series D 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  expressly 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
therefor,  a  non-cumulative  preference of 10% on cash  dividends up to $100.00
maximum total  accumulated  dividends per Series D Preferred Share held thereby.
These dividends shall be payable,  when and as declared by the Board.  Dividends
on the Series D  Preferred  Shares  shall be  non-cumulative,  there shall be no
minimum  dividends,  and no rights  shall  accrue to the Holders of the Series D
Preferred  Shares in the event  that the  Company  shall  fail to declare or pay
dividends on the Series D 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 D 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 D Preferred
Shares and Common Shares as if said Series D 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.


     2.  Liquidation Rights of Series D 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

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<PAGE>

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 D 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 D 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 D
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 D Preferred Shares, subject to any rights or preferences of any other
classes or series of Preferred  Shares,  on the basis of the number of shares of
Series D Preferred Shares so held.

(b) Payments to Common Stock.  After the preferred payment of $100.00 per Series
D  Preferred  Share is made to  Holders  of the  Series D  Preferred  Shares the
Holders of the Series D Preferred  Shares shall be entitled to share with Common
Shares,  based on the adjusted  conversion ratio of Preferred Series D Shares to
Common  Shares as if  converted,  and as to other Classes or 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 made 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 D 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 D  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 D 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 D Preferred  Share,  plus an amount  equal to all declared

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<PAGE>


and unpaid dividends thereon, less total accumulated dividends paid thereto (but
not less than  zero).  In the event  that the  number  of  outstanding  Series D
Preferred Shares are adjusted by stock split,  reverse split, or other corporate
action, the preference stated herein shall be adjusted accordingly

         (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 D Preferred Shares of the full  preferential  amount,  the
Holders of the Series D 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  ratably,  with all
Series D Preferred  Shares treated as if it had 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 of 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 D  shareholders  shall
         receive not less than ten days notice of the  transaction and the terms
         and conditions thereof.




     4.  Voting Rights.

         (a) Each Holder of Series D Preferred  Shares shall be entitled to vote
on all matters  including  election  of the Board of  Directors  and,  except as
otherwise expressly provided herein,  shall be entitled to a vote equal to 9,167
Common  Shares or if the  Conversion  Rate provided  herein is adjusted,  to the
maximum  number of votes that  equal the  number of Common  Shares to which said
Series D Preferred  Shares  could be  converted,  but not less than the adjusted
equivalent  to 9,167  shares  voting  weight of Common  Shares for each Share of
Series D Preferred.

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<PAGE>

            (b)  Unless   otherwise   required   by  law,   Series  D  Preferred
shareholders  and Common  shareholders  shall vote  together on all matters upon
which  shareholders are permitted to vote and not as separate classes.  In those
cases where  Series D Preferred  Shareholders  are  required by law to vote as a
separate  class,  the vote  required by said class for  approval of the proposed
action shall be a simple majority of the class.

           (c) Voting  rights shall be adjusted in the event of  adjustments  in
the Conversion Ratio,  except that increases or reductions that apply equally to
Series D Preferred  Shares and Common Shares shall not cause an adjustment to be
made.

     5.  Conversion.

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

         (a) Right to Convert.  Each share of Series D Preferred Shares shall be
convertible,  if there shall be sufficent Common Shares  authorized and issuable
therefor at the option of the Holder as follows:  all Series D Preferred  Shares
held by the Holder may be  converted  at any time after June 30, 2002 into fully
paid and non assessable  shares of Common Stock at the Conversion Rate set forth
in Section 5(c) hereunder (as adjusted).

(b)      Automatic Conversion at Election of Company.
         --------------------------------------------

(i)              Each share of Series D 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 51% of the Series D
                 Preferred  Shares  outstanding have given notice of election to
                 convert  as  provided  herein  in  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 1933, as amended,  with respect to the Common
                 Stock of the Company  (including  shares  registered by selling
                 Series D  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 D Preferred  Shares
                 shall be converted  automatically without any further action by
                 the Holders of such  Series D  Preferred  Shares and whether or
                 not the  certificates  representing  such  Series  D  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 D  Preferred  Shares are either  delivered  to the
                 Company  or its  transfer  agent,  or the Holder  notifies  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 D  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 1666.7 Common Shares for One Series D Preferred
Share.  The Conversion  Rate shall be subject to adjustment from time to time as
provided below;  no adjustment  shall apply after a Series D Preferred Share has
been converted.

         (d) Mechanics of Conversion.  Each Holder of Series D 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 of any  transfer
agent for the Series D 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 D 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 D 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 or 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 D Preferred  Shares  shall be similarly  considered  to compute the final
adjustment to the Conversion Rate to reflect stock splits and combinations.

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<PAGE>

         (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 D  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 of
shares, or sale of assets,  provided for elsewhere in this Section), then and in
any such event each  Holder of Series D  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,
reclassification  or other  change,  by Holders  of shares of Common  Stock into
which  such  shares of  Series D  Preferred  Shares  could  have been  converted
immediately  prior to such  recapitalization,  reclassification  or change,  all
subject to further adjustment as provided herein.

         (g) Reorganizations,  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 or 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 D  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 D 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 D
Preferred  Shares)  shall  be  applicable  after  that  event  and be as  nearly
equivalent as may be practicable.


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

         (i) Reservation of Stock Issuable Upon Conversion. The Company shall at
all times 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 D Shares,  such  number of its  shares of Common  Stock as
shall  from  time  to  time  be  sufficient  to  effect  the  conversion  of all


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<PAGE>

outstanding shares of the Series D 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 D 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 D Preferred  Shares,  whether as a Class or voted
with Common  Shares,  said Holders of Series D 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.


         (j)  Adjustment Based on Market Success.
              ----------------------------------


         (i) In the event that Common  Shares shall have had an average price as
defined  hereunder of $ .25 per Common Share, then for each $.05 over $ .25, but
not over $2.50 per Common  Share,  then the amount of Common  Shares  into which
these Series D Preferred Shares may be converted shall increase by 5%.


     (ii) The average price shall be computed by the average between the bid and
ask price of the Common Shares for a period of ten days prior to the  conversion
request on such  markets as the Common  Shares may be regularly  traded,  and if
there is more than one market, then the average of the markets upon which 75% or
more of the Common  Shares are traded;  if the Common Shares shall not have been
trading during said 10 day period,  for regulatory  reasons or any other reason,
then the ten day prior  period in which  such  trading  did  occur,  or the last
placement price of $200,000 or more of the Common Shares,  or in the event of an
acquisition or merger, the merger or acquisition price, whichever is higher. The
average   price   shall  be   adjusted   in  the  event  that  there   shall  be
recapitalizations such as a share split.




6.       Registration Rights

       (a) At any time after Series D Preferred Shares shall have been converted
into Common  Shares at the  election of the Company as provided in Section  5(b)
and the Company shall have exercised its right to require conversion thereunder,
or if the  Holders of a majority  of the Series D  Preferred  Shares  shall have
given notice of election for Conversion as provided in Section 5(a), the Holders
of a  majority  of  the  Series  D  Preferred  Shares  may  request  "piggyback'
registration of the Common Shares in conjunction with a registration  planned by
the Company subject to underwriter approval.

       (b) Upon such a request  being made by the  Holders of a majority  of the
Series D Preferred Shares,  the Company will notify all of the remaining Holders
of Series D Preferred  Shares as well as all Holders of Common  Shares who shall
have  previously  converted  Series D Preferred  Shares  (but not the  successor
thereof if by sale), and they shall be deemed to have requested the registration
and shall be fully subject thereto.

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<PAGE>

       (c) The  Company  will use its best  efforts  to  effect a single  public
registration on the appropriate form available  thereto of all converted shares.
The Company will be under no obligation to secure an underwriter or other seller
for the shares  and sales of shares  after the  registration  will be solely the
responsibility of the Holder thereof.

       (d) To  the  extent  required  to  effect  the  registration,  converting
shareholders shall fully cooperate with the Company and its counsel.  Failure to
cooperate will entitle the Company to exclude a Holder from the registration.

7.       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 D Preferred  Shares or that limit or reduce
         the rights or  preferences of these Series D Preferred  Shares.  In the
         event that other Series or Classes of Preferred  Shares are  authorized
         and issued,  unless otherwise  provided in the designation of rights of
         said other  Series or Classes,  these  Series D Preferred  Shares shall
         vote on all matters based on the conversion  rates adjusted into common
         shares provided herein, and said such other preferred shares shall have
         such voting rights as is provided in the  designation  thereof;  in all
         votes  for the  Board  of  Directors,  or any  other  matters  in which
         shareholders  may vote,  all  Common  Shareholders,  and all  Preferred
         Shareholders  shall vote together,  and Preferred  Shares will have the
         weight based on their  conversion into common.  There shall be no class
         votes  of  these  Series  D  Preferred   Shares  unless  said  vote  is
         non-waivable and is required by law.

(b)      Unless otherwise  provided in the designation of rights and preferences
         of other preferred shares,  any preferences of these Series D Preferred
         Shares  shall be  ratable  with other  series or  classes of  Preferred
         Shares that may have been or be hereafter designated.





8.       Assignablility  of  Adjustments  in  Conversion  Rate  based on  Market
         Success


         Any holder of Series D  Preferred  Shares may  assign or  transfer  any
     right to an increased conversion to Common Shares provided in Section 5(j),
     above,  without  affecting the voting  rights of Series D Preferred  Shares
     provided in Section 4. In the event that a Series D  Preferred  Shareholder
     shall elect to assign or transfer all or a portion of such  rights,  voting
     rights of the Series D  Preferred  Shares held by such a  transferor  shall
     continue to be  calculated  to reflect all  adjustments  to the  Conversion
     Ratio, including adjustments provided by Section 5(j),  notwithstanding the
     assignment  or  transfer  of the  increased  conversion  to  common  Shares
     provided under Section 5(j) to another person.


                             Dated this 15th  day  of November, 2000 by:


                                          /s/ Thomas Gillespie, President
                                          -------------------------------
                                              Thomas Gillespie, President