EXHIBIT 4.2

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

John S. McAvoy and Gerald Couture certify that they are the President and
Secretary, respectively, of Aqua Clara Bottling & Distribution, Inc., a Colorado
corporation, (herein referred to as "the Corporation" or the "Company"); and the
Board of Directors of this corporation adopted the following resolution on
October 28, 1998.

     1. Creation of Series B Convertible Preferred Stock. There is hereby
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created a series of preferred stock consisting of shares and designated as the
Series B Convertible Preferred Stock, having the voting powers, preferences,
relative, participating, limitations, qualifications optional and 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 have 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 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 on a pro rata basis, the Series B Preferred Stock in the
total amount of 49,500,000 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 1,000 shares of preferred voting.


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     (c) Reconverison. 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 of the holder with the Company; 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-thirds (2/3's) vote of all 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 29 day of October, 1998 who, by signing their
names hereto, acknowledge this Certificate of Designation is the act of the
Company and state to the best of their knowledge, information and belief, under
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/ Gerald Couture
     ---------------------------------         ---------------------------------
         John S. McAvoy, President CEO              Gerald Couture, Secretary
































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