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                                   EXHIBIT 4.3

                      FIRST AMENDMENT TO SECOND AMENDED AND
                           RESTATED STOCK OPTION PLAN
                                       OF
                                FUTURELINK CORP.
                             A DELAWARE CORPORATION


            The undersigned, being the duly elected and acting Secretary of
FutureLink Corp., a Delaware corporation (the "Company"), does hereby certify as
follows:

            1. The Board of Directors of the Company duly adopted the following
resolution as of December 15, 1999 amending the Company's Second Amended and
Restated Stock Option Plan:

      "RESOLVED, that Sections 6 and 7.4 of the Plan of this Company are hereby
      amended to read in their entirety as follows:

            6.    SHARES SUBJECT TO OPTIONS. The stock available for grant of
                  Options under the Plan shall be shares in the Company's
                  authorized but unissued or reacquired, Common Stock. The
                  aggregate number of shares which may be issued pursuant to
                  exercise of Options granted under the Plan, as amended, shall
                  not exceed twenty percent (20%) of the shares of Common Stock,
                  calculated on a fully diluted basis not including Common Stock
                  underlying outstanding stock options, at the time of each
                  grant (subject to adjustment as provided in Section 7.13
                  hereof) including shares previously issued under the Plan;
                  provided, however, that at no time shall the total number of
                  shares of Common Stock issuable upon the exercise of all
                  outstanding options and the total number of shares of Common
                  Stock provided for under any stock bonus or similar plan of
                  the Company exceed the applicable percentage as calculated in
                  accordance with the conditions and exclusions of Rule
                  260.140.45 of Title 10 of the California Code of Regulations,
                  based on the shares of Common Stock of the Company which are
                  outstanding at the time the calculation is made. The maximum
                  number of shares with respect to which options may be granted
                  to any employee in any one calendar year shall be 500,000
                  shares (subject to adjustment as provided in Section 7.13
                  hereof). The maximum number of shares with respect to which
                  Incentive Stock Options may be granted under this Plan shall
                  not exceed 2,000,000 in the aggregate (subject to adjustment
                  as provided in Section 7.13 hereof). In the event that any
                  outstanding Option under the Plan for any reason expires, or
                  is terminated, the shares of Common Stock allocable to the
                  unexercised portion of the Option



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            shall again be available for Options under the Plan as if no Option
            had been granted with respect to such shares.

      7.4   TERM OF OPTION. No Option shall be exercisable after the expiration
            of the earliest of (a) ten years after the date the option is
            granted, (b) three months after the date the Optionee's employment
            with the Company and its subsidiaries terminates if such termination
            is for any reason other than disability or death, (c) one year after
            the date the Optionee's employment with the Company and its
            subsidiaries terminates if such termination is a result of death or
            disability; provided, however, that the Option agreement for any
            Option may provide for shorter periods in each of the foregoing
            instances, except that such shorter periods shall not be less than
            thirty (30) days in the event of termination of employment for any
            reason other than death or disability and not less than six (6)
            months in the event of termination as a result of death or
            disability. Notwithstanding the foregoing, in the case of any
            Incentive Stock Option granted under the Plan to an employee who
            owns stock possessing more than 10% of the total combined voting
            power of all classes of stock of the Company, its parent or any of
            its subsidiary corporations, the term of such Option shall not be
            more than five years from the date the Option is granted."


            2. Such amendment has not been rescinded or repealed and is now in
full force and effect.


            IN WITNESS WHEREOF, I have hereunto executed this certificate dated
as of December 17, 1999.



                                        /s/ K.B. Scott
                                        --------------------------
                                        Kyle B.A. Scott, Secretary