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        CERTIFICATE OF DESIGNATION OF RIGHTS OF SERIES A PREFERRED SHARES
                                       OF
                         AQUA VIE BEVERAGE CORPORATION-H
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 A PREFERRED SHARES"

               And there is authorized to be issued 200,000 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 A 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 $300.00
maximum total accumulated dividends per Series A Preferred Share held thereby.
These dividends shall be payable, when and as declared by the Board. Dividends
on the Series A Preferred Shares shall be non-cumulative, there shall be no
minimum dividends, and no rights shall accrue to the Holders of the Series A
Preferred Shares in the event that the Company shall fail to declare or pay
dividends on the Series A 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 A 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 A Preferred
Shares and Common Shares as if said Series A 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 A 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


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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 A 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 $300.00 per Series A 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 A 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 A 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 A Preferred Shares so held.

(b) Payments to Common Stock. After the preferred payment of $300.00 per Series
A Preferred Share is made to Holders of the Series A Preferred Shares the
Holders of the Series A Preferred Shares shall be entitled to share with Common
Shares, based on the adjusted conversion ratio of Preferred Series A 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 A 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 A
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 A Preferred Stock
so held, in cash or in securities (including, without limitation, debt
securities) received from the acquiring corporation, at the closing of any


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such transaction, an amount equal to $300.00 per Series A 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 A 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 A Preferred Shares of the full preferential amount,
the Holders of the Series A 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 A 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 A 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 A Preferred Shares shall be entitled to
vote on all matters including election of the Board of Directors and, except as
otherwise expressly


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provided herein, shall be entitled to the number of votes that equal the number
of Common Shares to which said Series A Preferred Shares could be converted.

            (b) Unless otherwise required by law, Series A 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 A 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 A Preferred Shares and Common Shares shall not cause an adjustment to be
made.

      5.   CONVERSION.

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

           (a) Right to Convert. Each share of Series A Preferred Shares shall
be convertible, if there shall be sufficient Common Shares authorized and
issuable therefor at the option of the Holder as follows, (i) none for the 12
month period following issuance to the Holder unless a greater amount is
approved by the Company; (ii) 5% of the Series B Preferred Shares held by the
Holder may be converted during the twelve month period following the initial
twelve months after issuance to the Holder unless a greater amount is approved
by the Company; (iii) 10% of the Series B Preferred Shares held by the Holder
may be converted during the twelve month period following the initial
twenty-four months after issuance to the Holder unless a greater amount is
approved by the Company; (iv) all Series B Preferred Shares held by the Holder
may be converted at any time after thirty-six months following issuance to 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 A 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 hereof.

           (b) Automatic Conversion at Election of Company.

               (i)     Each share of Series A 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 A 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


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                      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
                      A 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.

           (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 A
                      Preferred Shares shall be converted automatically without
                      any further action by the Holders of such Series A
                      Preferred Shares and whether or not the certificates
                      representing such Series A 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 A Preferred Shares are either
                      delivered to the Company or its transfer agent, or the
                      Holder notifies the Company or its transfer agent that
                      such certificate 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 A 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 1000 Common Shares for One Series A
Preferred Share. The Conversion Rate shall be subject to adjustment from time to
time as provided below; no adjustment shall apply after a Series A Preferred
Share has been converted.

           (d) Mechanics of Conversion. Each Holder of Series A 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 A 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 A 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 A Preferred Shares to be converted, and the
person entitled to receive the shares of Common Stock issuable upon such


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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 A 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 A 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 A 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 A 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 A 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 A 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 A
Preferred Shares) shall be applicable after that event and be as nearly
equivalent as may be practicable.


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           (h) Sale of Common Shares Below $.33 per Share.

               (i)  If at any time or from time to time, the Company issues or
                    sells, or is deemed by the express provisions of this
                    subsection (i) to have issued or sold, additional shares of
                    Common Stock (as hereinafter defined), for an effective
                    price (as hereinafter defined) that is less than $.33 Share
                    (or as adjusted after application of adjustments provided in
                    sections (e),(f),(g) hereabove), then in addition to any
                    other adjustments provided herein and in each such case the
                    then existing Conversion Rate shall be increased, the
                    increase being computed to reflect the proportionate
                    decrease in price over all of the previously existing Common
                    Shares such lower price would produce. Thus, if (before any
                    other adjustments provided herein) there were 10,000,000
                    Shares of Common Stock outstanding and 1,000,000 Common
                    Shares were sold at $.20/ share, the 10,000,000 Common
                    Shares would be valued at $.33/share ($3,300,000), plus the
                    1,000,000 Common Shares newly sold at $200,000, and the
                    result, 11,000,000 Common Shares would be divided into
                    $3,500,000. The resultant difference between such number and
                    $.33 per Common Share would be the basis to adjust the
                    Conversion Rate to reflect the dilution.

               (ii) For the purpose of making any adjustment required under
                    subsection 5(h)(i), the consideration received by the
                    Company for any issue or sale of securities shall (aa) to
                    the extent it consists of cash be computed at the amount of
                    cash for which the securities are sold, (bb) to the extent
                    it consists of property other than cash, be computed at the
                    fair value of that property as determined in good faith by
                    the Board.

           (i) Fractional Shares. Series A Preferred Shares may be issued in
fractional amounts.

           (j) 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 A 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 A 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 A Preferred Shares that shall be convertible at
that time, 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 A
Preferred Shares, whether as a Class or voted with Common Shares, said Holders
of Series A Preferred Shares shall be deemed solely for this purpose to have
consented thereto, and shall be deemed to irrevocably


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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. REGISTRATION RIGHTS

        (a) At any time after Series A 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 A Preferred
Shares shall have given notice of election for Conversion as provided in Section
5(a), the Holders of a majority of the Series A 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 A Preferred Shares, the Company will notify all of the remaining Holders
of Series A Preferred Shares as well as all Holders of Common Shares who shall
have previously converted Series A 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.

       (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 A Preferred Shares
              or that limit or reduce the rights or preferences of these Series
              A 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 A 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; thus, if
              there were 1000 Series A Preferred Shares Issued, they would have
              the voting rights of 1,000,000 Shares of Common Stock, and if 1000
              other preferred shares had voting rights of 1,000,000 shares of
              Common Stock, and there were 10,000,000 shares of Common Stock
              issued and outstanding, then in all votes for the Board of
              Directors, or any other matters in which shareholders may vote,
              all Common Shareholders, and all Preferred



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              Shareholders shall vote together, and Preferred Shares would have
              the weight based on their conversion into common. There shall be
              no class votes of these Series A 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 A Preferred Shares shall be ratable with other series or
              classes of Preferred Shares that may be hereafter designated.

        Dated this 8th day of October, 1998     By: /s/ John Cooper, Jr
                                                   ----------------------------
                                                   John Cooper, Jr.  Secretary


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