<PAGE>

                                                                          PAGE 1

                               STATE OF DELAWARE

                       OFFICE OF THE SECRETARY OF STATE
                       --------------------------------

I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THAT ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
DESIGNATION OF "VITAFORT INTERNATIONAL CORPORATION", FILED IN THIS OFFICE ON THE
FOURTH DAY OF MARCH, A.D. 1998, AT 9 O'CLOCK A.M.

                        [SEAL OF THE STATE OF DELAWARE]

                                      /s/ Edward J. Freel
                                      -------------------------------------
                                      Edward J. Freel, Secretary of State

                                         AUTHENTICATION:     8953600
                                                   DATE:     03-04-98
<PAGE>

                                                                    EXHIBIT 3.14

                      AMENDED CERTIFICATE OF DESIGNATION
                 OF 1997 SERIES A CONVERTIBLE PREFERRED STOCK
                    OF VITAFORT INTERNATIONAL CORPORATION.
                     -------------------------------------

                    Pursuant to Section 151 of the General
                   Corporation Law of the State of Delaware

                     -------------------------------------

     We, the undersigned, Mark Beychok, being the President of Vitafort
International Corporation ("Corporation") and Frank J. Hariton, being the
Assistant Secretary of the Corporation, hereby certify pursuant to Section 151
of the General Corporation Law of the State of Delaware that:

     1.   The name of the Corporation is Vitafort International Corporation.

     2.   The Certificate of Incorporation of the Corporation was filed with the
Secretary of State on September 28, 1989.

     3.   On April 3, 1997, pursuant to authority vested in the Board of
Directors by Article 4(b) of the Corporation's Certificate of Incorporation, the
Board of Directors established a series of 500 shares of Preferred Stock of the
Corporation (the "1997 Series A Convertible Preferred Stock").

     4.   On April 9, 1997, a Certificate of Designation was filed by the
Corporation with respect to the 1997 Series A Preferred Stock.

     5.   On May 27, 1997 the Board of Directors of the Corporation and the sole
holder of the 1997 Series A Preferred Stock each adopted resolutions by written
consent to amend the Certificate of Designation of the Series A Convertible
Preferred Stock.

     6.   On May 29, 1997, an Amended Certificate of Designation was filed by
the Corporation with respect to the 1997 Series A Preferred Stock.

     7.   On February 27, 1997 the Board of Directors of the Corporation and the
holders of the 1997 Series A Preferred Stock each adopted the following
resolutions by written consent to further amend the Certificate of Designation
of the Series A Convertible Preferred Stock;

     RESOLVED, that pursuant to Section 151 of the General Corporation Law of
the State of Delaware, the Designations of the Corporation's 1997 Series A
Convertible Preferred Stock are amended and restated to be the following:

     Section 1.     Designation and Amount. The shares of such series having a
                    ----------------------
par value of $0.01 per share shall be designated as "1997 Series A Convertible
Preferred Stock" (the "1997 Series A Preferred Stock") and the number of shares
constituting such series shall be 1.701. The aggregate of 750 issued and
outstanding shares of 1997 Series A convertible Preferred Stock on the date
hereof are hereby changed into an aggregate of 1,201 shares of issued and
outstanding 1997 Series A Convertible Preferred Stock. The relative rights,
preferences and limitations of the 1997 Series A Preferred Stock
<PAGE>

shall be in all respects identical, share for share, to the Common stock of the
Corporation, except as otherwise provided herein.

     Section 2. DIVIDENDS.
                ---------

     ANNUAL DIVIDENDS.  The holders of 1997 Series A Preferred Stock shall be
     ----------------
entitled to receive dividends and other distributions out of funds legally
available for such purposes at the annual rate of $60.00 per share (6%) per
annum, payable in annual installments. The first annual payment of dividends
shall be made on the earlier of (i) January 2, 1999 to holders of record on
December 31, 1998 or (ii) on the date of conversion or redemption based on the
number of days between the date of issue and the date of conversion or
redemption. The next annual payment of dividends shall be made on the first
business day of each year to the holders of record on the last business day
of each year. The Company shall have the right, in its sole discretion, to pay
all dividends the 1997 Series A Preferred Stock in shares of its Common Stock,
at the average Market Price (as determined under Section 7(B) hereof) of its
Common Stock for the five trading days preceding the record date for such
dividend. The dividend payable on January 2, 1999, shall be pro-rated to apply
only to such period as the shares of 1997 Series A Preferred Stock was
outstanding.

     For purposes of this Certificate the term "junior stock" shall mean the
Common Stock and any other class or series of shares of the Corporation
hereafter authorized over which 1997 Series A Preferred Stock has preference or
priority in the payment of dividends or in the distribution of assets on any
liquidation, dissolution or winding up of the Corporation.

     Section 3. VOTING RIGHTS.  Except as otherwise provided by the General
                -------------
Corporation Law of the State of Delaware, the 1997 Series A Preferred Stock have
no voting rights.

     Section 4. REACQUIRED SHARES.  Any shares of the 1997 Series A Preferred
                -----------------
Stock redeemed or purchased or otherwise acquired by the Corporation in any
manner whatsoever shall be retired and canceled promptly after the acquisition
thereof. All such shares shall upon their cancellation become authorized but
unissued shares of Preferred Stock, unless otherwise provided for in the
Certificate of Incorporation of the Corporation, and may be reissued as part of
a new series of Preferred Stock to be created by resolution or resolutions of
the Board of Directors, subject to the conditions or restrictions on issuance
set forth herein.

     Section 5. LIQUIDATION, DISSOLUTION OR WINDING UP.
                --------------------------------------

     (A)  Upon the liquidation, dissolution or winding up of the Corporation, no
distribution shall be made: (i) to the holders of junior stock unless, prior
thereto, the holders of 1997 Series A Preferred Stock shall have received a
liquidation preference of $1,000.00 per share, plus an amount equal to unpaid
dividends thereon, if any, including accrued dividends, whether or not declared,
to the date of such payment or (ii) to the holders of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the
1997 Series A Preferred Stock, except distributions made ratably on the 1997
Series A Preferred Stock and all other such parity stock in proportion to the
total amounts to which the holders of all such shares are entitled upon such
liquidation, dissolution or

                                       2
<PAGE>

winding up.  For purposes of this Certificate, none of (1) the sale, conveyance,
exchange or transfer of all or substantially all of the property and assets of
the Corporation, (2) the consolidation or merger of the Corporation with or into
any other corporation, or (3) the merger or consolidation of any other
corporation into or with the Corporation shall be deemed to be a liquidation,
dissolution or winding up of the Corporation, provided that in each case,
                                              --------
effective provision is made in the Certificate of Incorporation of the resulting
and surviving corporation or otherwise for the protection of the rights of the
holders of the 1997 Series A Preferred Stock.

     (B)  Upon any liquidation, dissolution or winding up of the Corporation,
and after full payment as provided in Section 5(A) above, the holders of 1997
Series A Preferred Stock shall not be entitled to any further participation in
any distribution of assets by the Corporation.

     Section 6.  Conversion.
                 ----------

     (A)  Subject to the provisions for adjustments hereinafter set forth, each
share of the 1997 Series A Preferred Stock, together with all accrued and unpaid
dividends thereon, shall, at the option of the holder thereof, be convertible at
any time from and after August 10, 1998, in the manner hereinafter set forth in:
(A) fully paid and non-assessable shares of Common Stock ("Conversion Shares")
in an amount equal to the quotient determined by dividing (1) the sum of
$1,000.00 plus all accrued and unpaid dividends on such share of 1997 Series A
Preferred Stock by (2) the price ("Conversion Price") equal to (i) 78.75% of the
five day average Market Price per share (as defined in Section 7(B) below) of
the Common Stock for the five trading days immediately preceding the Conversion
Date (as defined in Section 6(D) below) if the Market Price is $.6875 or less or
(ii) and at the Market Price per share (as defined in Section 7(B) below) of the
Common Stock for the five trading days immediately preceding the Conversion Date
(as defined in Section 6(D) below) if the Market Price is in excess of $.6875.

     (B)  If, and only if, the Market Price (as defined in Section 7(B) below)
of the Common Stock for the five trading days immediately preceding the
Conversion Date (as defined in Section 6(B) below) is in excess of $.6875 the
holder shall also receive warrants (the "Conversion Warrants") upon conversion
of the 1997 Series A Preferred Stock which shall be exercisable during the
period commencing on August 10, 1998 and ending on August 9, 2001 at a price of
$.6875 per share, subject to adjustment as set forth therein, the number of
Conversion Warrants to be issued to the holder on the conversion of each share
of 1997 Series A Preferred Stock to be equal to the quotient determined by
dividing (1) $275.00 by (2) the remainder of the (a) Market Price (as defined in
Section 7(B) below) of the Common Stock on the Conversion Date (as defined in
Section 6(D) below) less (b) $.6875. The Holder(s) of the Preferred Shares shall
not convert more than ten per cent of the Shares originally acquired by them on
any one day.

     (C)  The following examples illustrate the conversion ratios set forth in
Sections 6(A) and 6(B): 1. If, on the Conversion Date, as defined in Section
6(D), the five day average Market Price of the Common Stock is $.50 and the
accrued dividends per share of Series A Preferred are $30.00, then each share of
Series A Preferred Stock that is converted will convert into:

                                       3
<PAGE>

     ($1,000.00 + $30.00 accrued dividends)   =   2,624 shares of Common Stock
     --------------------------------------       issued for each share of
                   $.50 X .785                    Series A Preferred Stock that
                                              is converted.

          2.   If on the Conversion Date, as defined in Section 6(D), the five
day average Market Price of the Common Stock is $2.00 and the accrued dividends
per share of Series A Preferred are $30.00, then each share of Series A
Preferred Stock that is converted will convert into:

     ($1,000 + $30.00 accrued dividends)     =    515 shares of Common Stock
     -----------------------------------          issued for each share of
                   $2.00                          Series A Preferred Stock that
                                              is converted.

                               AND, IN ADDITION

     For each share of Series A Preferred Stock that is converted the holder
will receive the following number of warrants, exercisable during the period
commencing August 10, 1998 and ending on August 9, 2001:

         $275.00           =         $275.00        =      209.52 Warrants per
     --------------               -------------            share of Series A
     ($2.00-$.6875)                  $1.3125        Preferred Stock that is
                                                    converted.

     (D)  Conversion of the shares of 1997 Series A Preferred Stock may be
effected by the holder thereof surrendering to the Corporation at its principal
office in the State of California or at the office of any agent or agents of the
Corporation (collectively, the "Conversion Recipient"), as may be designated by
the Board of Directors of the Corporation for such purpose and written notice
thereof provided to such holder, the certificate for such 1997 Series A
Preferred Stock to be converted together with a written notice of conversion in
the form annexed hereto as Exhibit A (the "Conversion Notice") (1) stating that
such holder elects to convert all or a specified whole number of such shares in
accordance with the provisions of Section 6 of this Certificate of Designation,
(2) specifying the name or names in which such holder wishes the certificate of
certificates for Conversion Shares and Conversion Warrants to be issued.  In
case the Conversion Notice shall specify a name or names other than that of the
holder, such notice shall be accompanied by payment of all transfer taxes
payable upon the issuance of Conversion Shares and Conversion Warrants in such
other name or names.  (A copy of the Conversion Notice shall also be delivered
to counsel to the Corporation.)  Within five (5) business days after the
surrender of such certificate or certificates and the receipt of the Conversion
Notice relating thereto and, if applicable, payment of all transfer taxes (or
the taxes having been paid), the Corporation shall deliver or cause to be
delivered: (1) certificates representing the number of validly issued fully paid
and non-assessable full Conversion Shares and Conversion Warrants to which the
holder of the shares of 1997 Series A Preferred Stock being converted shall be
entitled and (2) if less than the full number of the 1997 Series A Preferred
Stock evidenced by the surrendered certificate or certificates is being
converted, a new certificate or certificates, if so requested, of like tenor,
for the number of shares evidenced by such surrendered certificate or
certificates less the number of shares

                                       4
<PAGE>

being converted. Such conversion shall be deemed to have been made on the date
(the "Conversion Date") that a copy of the Conversion Notice is received by the
Conversion Recipient by facsimile transmission as long as certificate or
certificates representing the shares of 1997 Series A Preferred Stock to be
converted are received by the Conversion Agent or the Company within three (3)
business days thereafter: otherwise, and in all other cases, the Conversion Date
shall be the date on which the Conversion Recipient actually receives the
facsimile Conversion Notice and the original certificate or certificates.
Immediately prior to the close of business on the Conversion Date, the rights of
the holder of the shares of 1997 Series A Preferred Stock being converted shall
cease with respect to such shares, except for the right to receive shares of
Common Stock and Conversion Warrants in accordance herewith, and the person
entitled to receive the shares of Common Stock and Conversion Warrants shall be
treated for all purposes as having become the record holder of such shares of
Common Stock and Conversion Warrants at such time.

     The Corporation shall be responsible for taking all action and bearing all
costs necessary to issue the Common Stock and Conversion Warrants as provided
herein, including the responsibility and cost for delivery of an opinion letter
to the transfer agent for the Common Stock, if so required. The place for
delivery of the Common Stock and Conversion Warrants by the Corporation shall be
designated by the Holder and shall be within Continental United States.

     In the event that the Corporation does not make delivery of the Common
Stock and Conversion Warrants, as instructed in the Conversion Notice, within 5
business days after the Conversion Date, then, in such event, the Corporation
shall pay the Holder an amount, in cash, in accordance with the following
schedule, wherein "No. of Business Days Late" is defined as the number of
business days beyond the 5 business days delivery period.

                                      Late Payment for Each
                                      share of 1997 Series A
No. of Business Days Late             Preferred Stock Being Converted
-------------------------             -------------------------------

                1                          $ 5
                2                          $10
                3                          $15
                4                          $20
                5                          $25
                6                          $30
                7                          $35
                8                          $40
                9                          $45
                10                         $50
(greater than)  10                         $50 + $10 for each Business Day
                                           Late Beyond 10 Days


                                     5
<PAGE>

     Nothing herein shall limit the Holder's right to pursue actual damages for
the Corporation's failure to deliver the Common Stock within ten days of the
Conversion Date or to maintain a sufficient number of authorized shares of
Common Stock or to cancel the Conversion Note.  Furthermore, if the sums due in
connection with the late delivery of the Common Stock and Conversion Warrants
are not paid upon the delivery of the Common Stock, the Holder shall have the
right, upon written notice given to the Company within twenty days, to rescind
the transaction. The Corporation acknowledges that its failure to so deliver the
Common Stock within five business days after receipt of the Shares will cause
the Holder to suffer damages that are difficult to ascertain.  Accordingly, the
Corporation has agreed that it is appropriate to include a provision for
liquidated damages.  The Corporation and the original Holder of the Shares have
agreed that the liquidated damages provision set forth herein represents their
good faith to quantify such damages and have agreed that the form and amount of
such damages are reasonable and shall not constitute a penalty.  The payment of
the liquidated damages provided herein shall not relieve the Corporation of its
obligation to deliver the Common Stock in accordance with this Certificate of
Designation or in accordance with the Subscription Agreement between the
Corporation and the original holder of the Shares.

     (E)  In connection with the conversion of any shares of 1997 Series A
Preferred Stock, no fractions of shares of Common Stock shall be issued, but in
lieu thereof any fractional share shall be rounded up to the nearest whole
share. If more than one share of 1997 Series A Preferred Stock shall be
surrendered for conversion by the same holder at the same time, the number of
full shares of Common Stock issuable on conversion thereof shall be computed on
the basis of the total number of shares of 1997 Series A Preferred Stock so
stated to be converted in the Conversion Notice.

     (F)  The Conversion Price and/or the number of shares of Common Stock into
which each share of the 1997 Series A Preferred Stock is convertible shall be
adjusted from time to time as follows:

          (i) In case the Corporation shall (a) subdivide the outstanding shares
          of its Common Stock into a larger of number of shares, (b) combine the
          outstanding shares of its Common Stock into a smaller number of shares
          or (c) issue by reclassification of its Common Stock any shares of the
          Corporation each holder of the 1997 Series A Preferred Stock shall
          thereafter be entitled upon conversion to receive for each share of
          1997 Series A Preferred Stock held by him the number of shares of the
          Corporation which he would have owned or have been entitled to receive
          after the happening of one of the events described above in this
          clause (i) had such share of 1997 Series A Preferred Stock been
          converted immediately prior to the happening of such event. Such
          adjustment shall become effective on the day next following the day
          upon which such subdivision, combination or reclassification shall
          become effective. Furthermore, all references to $.6875 used in
          Section 6(A) hereof shall also be proportionately adjusted to reflect
          such adjustment.

          (ii) In case the Corporation shall consolidate or merge into or with
          another corporation, or in case the Corporation shall sell or convey
          to any other person or persons all or substantially all the property
          of the Corporation, or in case the Corporation shall effect a capital
          reorganization or reclassification of its Common Stock, each holder of
          1997

                                       6

<PAGE>

          Series A Preferred Stock then outstanding shall have the right
          thereafter to convert each share of 1997 Series A Preferred Stock held
          by him into the kind and amount of shares of stock, other securities,
          cash, and property receivable upon such consolidation, merger, sale,
          conveyance, reorganization or reclassification by a holder of the
          number of shares of Common Stock into which such share might have been
          converted immediately prior to such consolidation, merger, sale,
          conveyance, reorganization or reclassification and shall have no other
          conversion rights. In any such event, effective provision shall be
          made in the certificate or articles of incorporation of the resulting
          or surviving corporation or otherwise or in any contracts of sale and
          conveyance so that, so far as appropriate and as nearly as reasonably
          may be, the provisions set forth herein for the protection of the
          conversion rights of the shares of 1997 Series A Preferred Stock shall
          thereafter be made applicable.

      Such adjustments shall be made successively whenever any event listed
above shall occur.

      (G) In the event that at any time, as a result of an adjustment made
pursuant to this Section 6, the holder of any share of 1997 Series A Preferred
Stock thereafter converted shall become entitled to receive any shares of
capital stock or other securities of the Corporation other than shares of its
Common Stock, thereafter the number of such other shares of capital stock or
other securities so receivable upon conversion of 1997 Series A Preferred Stock
shall be subject to adjustment from time to time in a manner and on terms as
nearly equivalent as practicable to the provisions with respect to shares of the
Corporation's Common Stock contained in this Section 6, and the provisions of
this Certificate of Designation with respect to shares of the Corporation's
Common Stock shall apply, to the extent applicable, on like terms to any such
other shares of capital stock or warrants or other securities.

     (H) If any adjustment in the number of shares of Common Stock into which
each share of the 1997 Series A Preferred Stock may be converted as required
pursuant to this Section 6 would result in an increase or decrease of less than
1% in the number of shares of Common Stock into which each share of the 1997
Series A Preferred Stock is then convertible, the amount of any such adjustment
shall be carried forward, and adjustment with respect thereto shall be made at
the time of and together with any subsequent adjustment which, together with
such amount and any other amount or amounts so carried forward, shall aggregate
at least 1% of the number of shares of Common Stock into which each share of the
1997 Series A Preferred Stock is then convertible. All calculations under this
Section 6(F) shall be made to the nearest one-hundredth of a share.

     (I) The Board of Directors may, but shall not be required to, increase the
number of shares of Common Stock into which each share of the 1997 Series A
Preferred Stock may be converted, in addition to the adjustment required by this
Section 6, as shall be determined by it (as evidenced by a resolution of the
Board of Directors) to be advisable in order to avoid or diminish any income
deemed to be received by any holder of the Common Stock or 1997 Series A
Preferred Stock resulting from any dividend or distribution of stock or issuance
of rights or warrants to purchase or subscribe for stock or from any event
treated as such for federal income tax purposes.

                                       7
<PAGE>

     (J) Upon conversion of any shares of the 1997 Series A Preferred Stock, the
holder thereof shall receive all accumulated, accrued or unpaid dividends in
respect of the shares so converted.

     (K) The Corporation shall at all times reserve and keep available out of
its authorized but unissued shares of Common Stock the full number of shares of
Common Stock of the Corporation or other securities that may at any time be
issuable upon the conversion of all outstanding shares of the 1997 Series A
Preferred Stock and exercise of Conversion Warrants pursuant to this Certificate
of Designation.

     (L) The right of the holder to conversion of the 1997 Series A Preferred
Stock shall be subject to the limitation that, other than for conversions at the
option of the Corporation Mandatory Conversions set forth in Section 7, in no
event shall the Holder of the 1997 Series A Preferred Stock be entitled to
convert that amount of shares of 1997 Series A Preferred Stock in excess of that
amount upon conversion of which the sum of (1) the number of shares of Common
Stock of the Corporation beneficially owned by the Holder and its affiliates
(other than shares of Common Stock which may be deemed to be owned by reason of
the ownership of unconverted shares of 1997 Series A Preferred Stock) and (2)
the number of shares of Common Stock issuable upon such conversion of 1997
Series A Preferred Stock with respect to which the determination under this
subsection in being made and the immediate exercise of any Conversion Warrants,
would result in the beneficial ownership by the Holder and its affiliates of
more than 4.9% of the outstanding shares of Common Stock of the Corporation. For
the purposes of this subsection, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended, and Regulations 13D-G thereunder.

     Section 7. Conversion at the Option of the Corporation and Mandatory
                ----------------------------------------------------------
                Redemption.
                ----------

     (A) The Corporation shall have the right to require mandatory conversion of
the 1997 Series A Preferred Stock at any time at the then current Conversion
Price upon twenty days written notice to the record holders of the 1997 Series A
Preferred Stock, provided that the mandatory conversion provided in this Section
7 shall only be effected if the average Market Price for the Common Stock (as
defined herein) for a five day period ending within ten days of the giving of
the notice shall equal or exceed 200% of the average Market Price (as determined
under Section 7(B) hereof) of its Common Stock for the five trading days
preceding the issue date of the Preferred Stock (subject to adjustments for
stock splits and the like) (the "Closing Date Market Price"). Upon the giving of
such notice, the passing of the twenty day period and the receipt of the
Conversion Shares and Conversion Warrants pursuant thereto, the holders of the
1997 Series A Preferred Stock will be deemed to have been converted and to have
the rights of holders of Common Stock and Conversion Warrants. Upon the giving
of a mandatory conversion notice by the Company under this Section 7(A), the
holders of the Series A Preferred Stock shall have no further rights other than
to receive the shares of Common Stock and Conversion Warrants set forth in the
notice of mandatory conversion upon the surrender of the certificates of their
Series A Preferred Stock.

     (B) As used herein, the Market Price per share of the Common Stock at any
date shall be (i) if the principal trading market for such securities is an
exchange, the closing bid price on such exchange

                                       8

<PAGE>

on such day provided if trading of such Common Stock is listed on any
consolidated tape, the price shall be the closing bid price set forth on such
consolidated tape, or (ii) if the principal market for such securities is the
over-the-counter market, the closing bid price on such date as set forth by
NASDAQ NMS.NASDAQ SmallCap, the NASDAQ Electronic Bulletin Board or over the
counter, as the case may be, or (iii) if the security is not quoted on NASDAQ,
the closing bid price as set forth in the NATIONAL QUOTATION BUREAU sheet
listing such securities for such day. Notwithstanding the foregoing, if there is
no reported closing price or closing bid price, as the case may be, on a date
prior to the event requiring a computation or adjustment hereunder, then the
Market Price shall be determined as of the latest date prior to such day for
which such closing price or closing bid price is available.

     (C) In addition to the mandatory conversion provided under Section 7(A)
hereof, the Corporation shall have the right to redeem any or all of the Series
A Preferred Stock then outstanding for a cash payment equal to 127 1/2% of the
liquidation preference of said shares of Series A Preferred Stock (the "Cash
Redemption Price") on twenty days written notice (the "Cash Notice") to the
holders of said shares of Series A Preferred Stock. The Cash Notice shall
specify that the Company will deposit the Cash Redemption Price in an escrow
account specified in the Cash Redemption Notice prior to the expiration of the
twenty days. Upon the giving of the Cash Redemption Notice, the deposit of the
Cash Redemption Price in the account specified in the Cash Redemption Notice,
and the passing of the twenty day period without the Conversion of the Series A
Preferred Shares by the holder thereof, the holders of the 1997 Series A
Preferred Stock will be deemed to have been redeemed for cash and to only be
entitled to receive the Cash Redemption Price upon presentation of their shares
of Series A Preferred Stock to the Corporation.

     (D) On March 31, 2000, the Corporation shall be required to redeem any then
outstanding Series A Preferred Shares at a price, based upon the conversion
formula set forth in Sections 6(A) and 6(B). Upon the Corporation's tendering
the redemption price to the record holder of the Series A Preferred Shares, all
rights as a holder, other than to receive said redemption price, shall cease. If
the Corporation is unable to locate any holder of Series A Preferred Shares, the
Corporation may deposit the redemption price in a non-interest bearing account
at any federally insured bank. Upon the Corporation's making such deposit, all
rights of such holder, other than to receive said redemption price, shall cease.

     Section 8.  Adjustments for Consolidation, Merger, etc.
                 -----------------------------------------

     Prior to the consummation of a consolidation or merger or a sale of
substantially all of the property of the Corporation as described in Section
6(D)(ii) hereof, each corporation, including this Corporation, which may be
required to deliver any stock, securities, cash or other property to the holders
of shares of the 1997 Series A Preferred Stock shall assume, by written
instrument delivered to each transfer agent of the 1997 Series A Preferred
Stock, the obligation to deliver to such holder such shares of stock,
securities, cash or other property to which, in accordance with the provisions
of Section 6, such holder may be entitled and each such corporation shall have
furnished, at such corporation's sole cost and expense, to each such transfer
agent or person acting in a similar capacity, including this


                                       9
<PAGE>

Corporation, an opinion of counsel for such corporation, stating that such
assumption agreement is legal, valid and binding upon such corporation.

     Section 9.   Reports as to Adjustments.
                  -------------------------

     Whenever the Conversion Price and/or the number of shares of Common Stock
into which the shares of the 1997 Series A Preferred Stock are convertible is
adjusted as provided in Section 6, the Corporation shall (A) promptly compute
such adjustment and furnish to each transfer agent or person acting in a similar
capacity, including the Corporation, for the 1997 Series A Preferred Stock, a
certificate, signed by a principal financial officer of the Corporation, setting
forth the adjusted Conversion Price and the new number of shares of Common Stock
into which each share of 1997 Series A Preferred Stock is convertible as a
result of such adjustment and the computation thereof and when such adjustment
will become effective and (B) promptly mail to the holders of record of the
outstanding shares of 1997 Series A Preferred Stock a notice stating that the
Conversion Price and the number of shares into which the shares of 1997 Series A
Preferred Stock are convertible has been adjusted and setting forth the new
Conversion Price and number of shares into which each share of the 1997 Series A
Preferred Stock is convertible as a result of such adjustment and when such
adjustment will become effective. However, no rights at law or in equity shall
accrue to the holders of the 1997 Series A Preferred Stock by reason of any
failure by the Corporation to give the notice required hereunder nor shall such
failure by the Corporation affect the validity of the event or action giving
rise to the requirement of such notice.

     Section 10.  Notices of Corporate Action.
                  ---------------------------

     In the event of:

     (A)   any taking by the Corporation of a record of the holders of its
Common Stock for the purpose of determining the holders thereof who are entitled
to receive any dividend (other than a dividend payable solely in cash or shares
of common stock) or other distribution, or any right or warrant to subscribe
for, purchase or otherwise acquire any shares of common stock of any class or
any other securities or property, or to receive any other right;

     (B)   any capital reorganization, reclassification or recapitalization of
the Corporation (other than a subdivision or combination of the outstanding
shares of its Common Stock), any consolidation or merger involving the
Corporation and any other person (other than a consolidation or merger with a
wholly-owned subsidiary of the Corporation, provided that the Corporation is the
surviving or the continuing corporation and no change occurs in the common
stock), or any transfer of all or substantially all the assets of the
Corporation to any other person; or

     (C)   any voluntary or involuntary dissolution, liquidation or winding up
of the Corporation; then, and in each such case, the Corporation shall cause to
be mailed to each transfer agent for the shares of the 1997 Series A Preferred
Stock and to the holders of record of the outstanding shares of 1997 Series A
Preferred Stock, at least 20 days (or 10 days in case of any event specified in
clause

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<PAGE>

(A) above) prior to the applicable record or effective date hereinafter
specified, a notice stating (i) the date or expected date on which any such
record is to be taken for the purpose of such dividend, distribution or right or
(ii) the date or expected date to which any such reorganization,
reclassification, recapitalization, consolidation, merger, transfer,
dissolution, liquidation or winding up is to take place and the time, if any
such time is to be fixed, as of which the holders of record of Common Stock
shall be entitled to exchange their shares of Common Stock for the securities or
other property deliverable upon such reorganization, reclassification,
recapitalization, consolidation, merger, transfer, dissolution, liquidation or
winding up. Such notice shall also state whether such transaction will result in
any adjustment in the number of shares of Common Stock into which each share of
the 1997 Series A Preferred Stock shall be convertible upon such adjustment and
when such adjustment will become effective. The failure to give any notice
required by this Section 9, or any defect therein, shall not affect the legality
or validity of any event or such action requiring such notice.

     Section 11.  Registration Rights.  The Company shall use its reasonable
                  -------------------
best efforts to include the resale of shares of Common Stock issuable upon
conversion of issued and outstanding share of the 1997 Series A convertible
Preferred Stock and issuable upon exercise of each Conversion Warrant in a
registration statement ordered effective under the Securities Act of 1933, as
amended (the "Act") on or before June 30, 1998. The holders of the 1997 Series A
Preferred Stock shall be deemed beneficiaries and deemed to be bound by an
agreement between the original holder of the 1997 Series A Preferred Stock and
the Corporation, provided however, that in lieu of any damages imposed under
such agreement or any other agreement for the Corporation's failure to effect a
registration under the Act, the Conversion Warrants shall provide that the
Conversion Warrants shall be exercisable by application of the intrinsic value
of surrendered Conversion Warrants ("cashless exercise") on any date that the
registration statement is not effective under the Act.

     IN WITNESS WHEREOF, the undersigned, being the President and Assistant
Secretary of the Corporation, do hereby execute this Amended Certificate of
Designation, here declaring that this is their free act and deed and that the
facts stated herein are true and accordingly have hereunto set their hands as of
this 10th day of February, 1998.


                                            VITAFORT INTERNATIONAL CORPORATION

                                                       /s/ MARK BEYCHOK
                                            By:_______________________________
                                                    Mark Beychok, President
ATTEST:


        /s/ FRANK J. HARITON
_____________________________________
Frank J. Hariton, Assistant Secretary


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