EXHIBIT 4.3

               ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION


     John C.  Plunkett,  Rand L. Gray and  Robert F.  Guthrie,  being all of the
members of the Board of Directors of Aqua Clara Bottling & Distribution, Inc., a
Colorado corporation  (hereinafter referred to as the "Corporation") and John C.
Plunkett and Robert F. Guthrie being the President and Secretary,  respectively,
of  the  Corporation  do  hereby  certify  that,  pursuant  to the  Articles  of
Incorporation,  as  amended,  and Section  7-106-102  of the  Colorado  Business
Corporation Act, the Board of Directors of the Corporation adopted the following
resolutions on December 14, 1998:


     1. Cancellation of Series B Convertible Preferred Stock. There is hereby
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cancelled the series of preferred stock consisting of 4,500,000 shares
authorized by Amendment filed September 18, 1998, and 49,500,000 shares
authorized by Amendment filed November 11, 1998, and designated as the Series B
Convertible Preferred Stock.

     2. Issuance 4,500,000 shares of the Series B Convertible Preferred Stock
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was issued to John S. McAvoy on October 12, 1998, in conversion of 45,000 shares
of Aqua Clara common stock.

     3. Reconversion - Without admitting that the conversion of the 45,000
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shares of Aqua Clara common stock to 4,500,000 shares of Series B Convertible
Preferred Stock was proper, all 4,500,000 shares of Series B Convertible
Preferred Stock is hereby reconverted to 45,000 shares of Aqua Clara common
stock.

     4. Cancellation - Without admitting that the issuance of the 4,500,000
        ------------
shares or the 49,500,000 shares of Series B Convertible Preferred Stock was
proper, the Series B Convertible Preferred Class is cancelled by a unanimous
vote of all of the directors of the corporation at a duly noticed meeting of the
Board of Directors held on December 14, 1998 where all of the Directors were in
attendance.


     IN WITNESS WHEREOF, the corporation has caused this amendment to be duly
executed by its President and attested to by its Secretary this 15th day of
December, 1998.


                                              /s/    John C. Plunkett
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                                              JOHN C. PLUNKETT, PRESIDENT


                                              /s/    Robert F. Guthrie
                                              ----------------------------------
                                              ROBERT F. GUTHRIE, SECRETARY












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