EXHIBIT 4.1


            ARTICLES OF AMENDMENT FILED TO DETERMINE RIGHTS OF SHARES
                         (CERTIFICATE OF DETERMINATION)

     John S. McAvoy and John C. Plunkett certify that they are the President and
Secretary, respectively, of Aqua Clara Bottling & Distribution, Inc., a Colorado
corporation  (hereinafter  referred to as the  "Corporation"  or the "Company");
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 August 21, 1998; and that
none of the Series B Convertible  Preferred Stock referred to in these documents
has been issued.

     1. Creation of Series B Convertible Stock. There is hereby created a series
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of preferred stock consisting of 4,500,000 shares and designated as the Series B
Convertible Preferred Stock, having the voting powers, preferences, relative,
participating, limitations, qualifications optional and other special rights and
the qualifications, limitations and restrictions thereof that are set forth
below.

     2. Issuance. The Series B Convertible Preferred Stock may only be issued to
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current officers and directors of the Company. Any issuance or re-issuance of
this class of stock shall be offered to all officers and directors on a pro-rata
basis in direct proportion to the number of Aqua Clara stock then owned by them.

     3. Voting Provisions. The Series B Preferred shall have the same voting
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rights as Aqua Clara Common stock.

     (a) Proxies. Any voting proxies shall be granted only to the Chairman of
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the Board or the Chief Executive Officer.

     4. Dividend Provisions. The holders of the Series B Convertible Preferred
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Stock shall have no rights, title or interest in the dividends declared or
issued by the Company.

     5. No Par Value. This Series B Convertible Preferred shall nave no par
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value.

     6. Redemption Provisions. The Series B Convertible Preferred Stock is
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redeemable and the holder thereof is obligated to redeliver said stock to Aqua
Clara upon his death, termination of employment with the Company, or if the
holder is no longer a director or an officer of the Company.

     7. Liquidation Procedures. The Series B Preferred Convertible Stock shall
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have no rights, title or interest in any assets of the corporation in the event
of any liquidation, dissolution or winding up of the Company, whether voluntary
or involuntary.

     8. Conversion Provisions. The holders of shares of Series B Convertible
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Preferred Stock shall have conversion rights as follows (the "Conversion
Rights"):

     (a) Right to Convert. All current officers and directors of Aqua Clara
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shall have the right to hold on a pro rata basis, the Series B Preferred Stock
in the total amount of 4,500,000 shares. Said right shall be exercised by
delivering a Notice of Conversion and simultaneous surrender of common stock to
the Company.

     (b) Conversion Ratio. The Series B Convertible Preferred shall be
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convertible from Aqua Clara common stock on a ratio of 1 share of common stock
to 100 shares of preferred voting.

     (c) Reconversion. The Series B Preferred can and shall be reconverted to
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Aqua Clara Common Stock under the following conditions:

          1.   Demand by the holder of the Preferred Voting stock;
          2.   Death of the holder;
          3.   Termination of employment with the Company of the holder; or
          4.   When the holder ceases to be an officer or director of the
               Company.

     9. Cancellation. This Series B Convertible Preferred Class may only be
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canceled by a two-third's (2/3's) vote of all of the directors of the Company at
a duly noticed meeting of the Board of Directors where all of the directors are
in attendance in person or telephonically.

     IN WITNESS WHEREOF,  the Company has caused this Certificate of Designation
of Series B Convertible  Preferred Stock to be duly executed by its Chairman and
attested to by its Secretary  this 15th day of  September,  1998 who, by signing
their names hereto,  acknowledge that this Certificate of Designation the act of
the Company  and state to the best of their  knowledge  information  and belief,
under the penalties of perjury, that the above matters and facts are true in all
material respects.


                    AQUA CLARA BOTTLING & DISTRIBUTION, INC.



     /s/ John S. McAvoy                           /s/ John C. Plunkett
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         John S. McAvoy, President                    John C. Plunkett

























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