EXHIBIT 4.4


                            ARTICLES OF AMENDMENT TO
                        THE ARTICLES OF INCORPORATION OF
                    AQUA CLARA BOTTLING & DISTRIBUTION, INC.


     John C.  Plunkett,  and John T. Thomas,  being the President and Secretary,
respectively,   of  Aqua  Clara  Bottling  &  Distribution,   Inc.,  a  Colorado
corporation  (hereinafter  referred to as the  "Corporation")  do hereby certify
that,  pursuant to the Articles of Incorporation,  as amended,  and the Colorado
Business Corporation Act, the Board of Directors of the Corporation at a regular
meeting held on January 13, 2000 approved and  recommended  to the  shareholders
for their approval and adoption,  the following  amendment to the  Corporation's
Articles of  Incorporation,  and the  shareholders  at a special meeting held on
March 7, 2000,  thirty days notice thereof having been given, a quorum of shares
being  present,  and more shares  having been cast  favoring  then  opposing the
amendment,  adopted the following  amendment that amended the first paragraph of
Article III to read as follows:

                                   ARTICLE III
                                Capital Structure
                                -----------------

     The maximum number of shares of stock which this  Corporation is authorized
to issue or to have  outstanding  at any time shall be  105,000,000  shares,  of
which 100,000,000  shares shall be common stock, no par value per shares, and of
which 5,000,000 shares shall be preferred stock, no par value per share.

and that amended Article IX to read in its entirety as follows:
                                    ---------------

                                   ARTICLE IX
                                 Indemnification
                                 ---------------

     Except as is limited by the Bylaws,  this Corporation  shall indemnify,  to
the maximum  extent  permitted  by law,  any  person,  who is or was a director,
officer,  agent,  fiduciary  or  employee  of this  Corporation  on or after the
effective  date of this  Amendment,  against  any  claim,  liability  or expense
arising against or incurred by such person made party to a proceeding because he
is or was a director,  officer, agent, fiduciary or employee of this Corporation
or because he is or was serving  another  entity or employee  benefit  plan as a
director,  officer,  partner,  trustee,  employee,  fiduciary  or  agent at this
Corporation's  request. This Corporation shall further have the authority to the
maximum  extent  permitted by law to purchase and maintain  insurance  providing
such indemnification.


     IN WITNESS  WEREOF,  the  Corporation  has caused this Amendment to be duly
executed by its President and attested to by its Secretary this 7th day of March
2000.


/s/ John C. Plunkett                            /s/ John T. Thomas
- --------------------------------                --------------------------------
    John C. Plunkett, President                     John T. Thomas, Secretary




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