EXHIBIT 4.3

                                   AMENDMENT

                                      TO

                            HEALTHWORLD CORPORATION

                            1997 STOCK OPTION PLAN

                  AMENDMENT (this "Amendment") to the Healthworld Corporation
1997 Stock Option Plan (the "Plan"). Capitalized terms used herein but not
defined herein shall have the meanings ascribed thereto in the Plan.

                  WHEREAS, the Board of Directors of Healthworld Corporation,
a Delaware corporation (the "Company"), previously adopted the Plan, which was
approved by the stockholders of the Company;

                  WHEREAS, in February 1998, the Board of Directors of the
Company adopted an amendment to the Plan, subject to the approval of the
stockholders of the Company, to increase the number of shares available under
the Plan by an aggregate of 700,000 shares of Common Stock;

                  WHEREAS, the stockholders of the Company at the Annual
Meeting of Stockholders of the Company held on June 10, 1998, approved the
amendment to the Plan to increase the number of shares available under the
Plan by an aggregate of 700,000 shares of Common Stock; and

                  WHEREAS, all terms and conditions of the Plan, other than as
specifically amended as set forth in this Amendment, shall remain in full
force and effect.

                  NOW THEREFORE, the Plan has been amended as follows:

         The first sentence of Section 3 of the Plan was deleted in its
entirety and the following sentence was inserted in its place:

                  "1,410,000 of the authorized but unissued shares of the
         Common Stock, $.01 par value, of the Company (the "Common Stock") are
         hereby reserved for issue upon the exercise of Options granted under
         the Plan; provided, however, that the number of shares so reserved
         may from time to time be reduced to the extent that a corresponding
         number of issued and outstanding shares of the Common Stock are
         purchased by the Company and set aside for issue upon the exercise of
         Options."

                  IN WITNESS WHEREOF, the Secretary of the Company has
executed this Amendment and certifies that the amendment to the Plan set forth
above accurately reflects the amendment to the Plan adopted by the Board of
Directors and the stockholders of the Company.

                                                      /s/ Stuart Diamond
                                                      --------------------------
                                                      Stuart Diamond, Secretary