EXHIBIT 4.3

                         CERTIFICATE OF AMENDMENT TO THE
                    CERTIFICATE OF DESIGNATIONS, PREFERENCES
                                  AND RIGHTS OF
                            SERIES A PREFERRED STOCK
                                       OF
                           CAPITAL MEDIA GROUP LIMITED

         CAPITAL MEDIA GROUP LIMITED, a corporation organized and existing under
the General Corporation Law of the State of Nevada,

         DOES HEREBY CERTIFY:

FIRST: The original designations, preferences and rights of the Series A
Preferred Stock of Capital Media Group Limited were as follows:

         1. DESIGNATION AND AMOUNT. Of the 5,000,000 shares of Preferred Stock,
         $.001 par value per share, authorized by ARTICLE IV of the Articles of
         Incorporation, there is hereby designated a series of Preferred Stock
         consisting of 5,000,000 shares to be designated "Series A Preferred
         Stock" (the "Series A Preferred Stock").

         2. RANKING. The Series A Preferred Stock shall rank senior to the
         Common Stock.

         3. VOTING RIGHTS. Except as otherwise provided herein or by law, each
         holder of Series A Preferred Stock shall be entitled to one vote on
         each matter which is brought up for a vote by the holders of the Common
         Stock. The Series A Preferred Stock will vote as a single class with
         the holders of the Common Stock on all matters brought to a vote by the
         holders of the outstanding Common Stock. Except as required by law, the
         Series A Preferred Stock will not vote as a separate class.

         4. OTHER RIGHTS, PREFERENCES AND LIMITATIONS. In all other respects,
         except as set forth below, each share of the Series A Preferred Stock
         shall have the same rights and preferences

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         as each share of Common Stock including, without limitation, upon
         liquidation, dissolution or winding up of the affairs of the Company
         and with respect to dividends; provided, however, that the Series A
         Preferred Stock shall have a preference in that it shall receive its
         ratable portion of any liquidating distribution or dividend before any
         such amounts shall be paid to the holders of the Common Stock.

         5. CONVERSION OF SERIES A PREFERRED STOCK.

                  a. If issued and outstanding at the time, each share of Series
                  A Preferred Stock shall be automatically converted, without
                  any further action by the Corporation, the holders of the
                  Series A Preferred Stock, the Board of Directors of the
                  Corporation, or any other person, into fully-paid and
                  non-assessable shares of Common Stock at the rate of one (1)
                  share of Common Stock for each share of outstanding Series A
                  Preferred Stock outstanding (as may be adjusted, the "Series A
                  Conversion Rate") upon the approval by the holders of Common
                  Stock (the "Stockholder Approval"),without regard to the vote
                  of the holders of Series A Preferred Stock, of an amendment to
                  the Corporation's Articles of Incorporation increasing the
                  number of authorized shares of Common Stock of the Corporation
                  by at least that number of shares of Common Stock into which
                  outstanding shares of Series A Preferred Stock is then
                  convertible (the "Conversion Date") and, in such event, until
                  certificates representing Series A Preferred Stock are duly
                  surrendered by holders thereof in exchange for Common Stock,
                  (A) such certificates shall be deemed to represent only the
                  equivalent number of shares of Common Stock and rights
                  appurtenant thereto

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                  into which such shares of Series A Preferred Stock have been
                  automatically converted, and (B) no Series A Preferred Stock
                  shall continue to be outstanding for any purpose.

                  The Series A Conversion Rate shall be subject to adjustment
                  from time to time in certain instances as hereinafter
                  provided. Each adjustment of the Series A Conversion Rate
                  shall be rounded to the nearest four decimal places. The
                  Series A Conversion Rate shall be subject to adjustment from
                  time to time as follows:

                                    (i) If the Corporation shall at any time pay
                                    a dividend or distribution on Common Stock
                                    in Common Stock, subdivide its outstanding
                                    shares of Common Stock into a larger number
                                    of shares, or combine its outstanding shares
                                    of Common Stock into a smaller number of
                                    shares, the Series A Conversion Rate in
                                    effect immediately prior thereto shall be
                                    adjusted so that each share of Series A
                                    Preferred Stock shall thereafter be
                                    convertible into the number of shares of
                                    Common Stock which the holder of a share of
                                    Series A Preferred Stock would have been
                                    entitled to receive after the happening of
                                    any of the events described above had such
                                    share been converted immediately prior to
                                    the happening of such event. An adjustment
                                    made pursuant to this subparagraph shall
                                    become effective retroactively to the record
                                    date in the case of a dividend and shall

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                                    become effective on the effective date in
                                    the case of subdivision or combination.

                                    (ii) If the Corporation shall distribute to
                                    all or substantially all holders of shares
                                    of Common Stock any rights to subscribe for
                                    Common Stock, then in each such case the
                                    number of shares of Common Stock into which
                                    each share of Series A Preferred Stock shall
                                    thereafter be convertible shall be
                                    determined by multiplying the number of
                                    shares of Common Stock into which each share
                                    of Series A Preferred Stock was theretofore
                                    convertible on the day immediately preceding
                                    the record date for the determination of the
                                    stockholders entitled to receive such
                                    distribution by a fraction, the numerator of
                                    which shall be the average market price per
                                    share of the Common Stock on such record
                                    date, and the denominator of which shall be
                                    such average market price per share less the
                                    then fair market value (as determined in a
                                    resolution adopted by the Board of Directors
                                    of the Corporation) of such subscription
                                    rights applicable to one share of Common
                                    Stock. Such adjustment shall become
                                    effective retroactively immediately after
                                    such record date.

                                    (iii) In case of any capital reorganization
                                    or any reclassification of the capital stock
                                    of the Corporation or in case of the
                                    consolidation or merger of the Corporation
                                    with another corporation or in the case of

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                                    any sale or conveyance of all or
                                    substantially all of the property of the
                                    Corporation, each share of Series A
                                    Preferred Stock shall thereafter be
                                    convertible into the number of shares of
                                    stock or other securities or property
                                    (including cash) receivable upon such
                                    capital reorganization, reclassification of
                                    capital stock, consolidation, merger, sale
                                    or conveyance, as the case may be, by a
                                    holder of the number of shares of Common
                                    Stock into which such share of Series A
                                    Preferred Stock was convertible immediately
                                    prior to such capital reorganization,
                                    reclassification of capital stock,
                                    consolidation, merger, sale or conveyance;
                                    and, in any case, appropriate adjustment (as
                                    determined by the Board of Directors) shall
                                    be made in the application of the provisions
                                    herein set forth with respect to rights and
                                    interests thereafter of the holders of
                                    Series A Preferred Stock to the end that the
                                    provisions set forth herein (including the
                                    specified changes in and other adjustments
                                    of the Series A Conversion Rate) shall
                                    thereafter be applicable, as nearly as may
                                    be reasonably possible, in relation to any
                                    shares of capital stock or other securities
                                    or other property thereafter deliverable
                                    upon the conversion into Common Stock of the
                                    Series A Preferred Stock.

                  b. The Corporation shall, upon Stockholder Approval and the
                  filing of the appropriate Articles of Amendment formalizing
                  the increase in the number of authorized shares of Common
                  Stock, reserve and keep available out of its authorized

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                  and unissued Common Stock, solely for the purpose of effecting
                  the conversion of the Series A Preferred Stock as provided
                  herein, such number of shares as shall from time to time be
                  sufficient to effect the conversions of all shares of Series A
                  Preferred Stock from time to time outstanding.

                  c. Upon the conversion of Series A Preferred Stock, the holder
                  thereof shall promptly surrender the certificate or
                  certificates for such Series A Preferred Stock at the office
                  appointed as aforesaid, which certificate or certificates, if
                  the Corporation shall so request, shall be duly endorsed to
                  the Corporation or in blank, or accompanied by proper
                  instruments of transfer to the Corporation or in blank.

                  The Corporation will, as soon as practicable after such
                  surrender of certificates for Series A Preferred Stock, issue
                  and deliver at the office appointed as aforesaid, to the
                  person for whose account such Series A Preferred Stock was so
                  surrendered, certificates for the number of full shares of
                  Common Stock to which such person shall be entitled as
                  aforesaid, together with a cash adjustment for any fraction of
                  a share as hereinafter stated, if not evenly convertible.
                  Subject to the following provisions of this paragraph, such
                  conversion shall be deemed to have been made as of the
                  Conversion Date, as applicable, and the person or persons
                  entitled to receive the Common Stock issuable upon conversion
                  of such Series A Preferred Stock shall be treated for all
                  purposes as the record holder or holders of such Common Stock
                  on such date.

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                  d. No fractions of shares of Common Stock are to be issued
                  upon conversion, but in lieu thereof the Corporation will pay
                  therefor in cash a sum based on the fair market value of the
                  Common Stock, as determined by a resolution of the Board of
                  Directors.

SECOND: No Series A Preferred Stock of the Company has been issued.

THIRD: That, pursuant to the authority conferred upon the Board of Directors by
the Articles of Incorporation (as amended) of said corporation, and pursuant to
the provisions of Section 78.1955 of the General Corporation Law of the State of
Nevada, said Board of Directors, pursuant to a unanimous written consent dated
October 25, 1999, adopted resolutions providing for the cancellation of the
"Series A Preferred Stock", which resolutions are as follows:

         RESOLVED, that pursuant to the authority vested in the Board of
Directors of the Company in accordance with the provisions of the Articles of
Incorporation and Section 78.1955 of the General Corporation Law of Nevada, the
Series A Preferred Stock of the Company be and hereby is canceled, and the
designation and amount thereof and the voting powers, preferences and relative,
participating, optional and other special rights of the shares of such series,
and the qualifications, limitations or restrictions thereof, are no longer
effective.

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         IN WITNESS WHEREOF, the Company has caused this Certificate to be
executed by its President and attested by its Secretary this 27th day of
October, 1999.

                                           CAPITAL MEDIA GROUP LIMITED

                                            By: /s/ GILLES ASSOULINE
                                               ---------------------------------
                                                   Gilles Assouline, President

ATTEST:

By: /s/ STEPHEN COLEMAN
   -------------------------------
        Stephen Coleman,
        Chief Financial Officer

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