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                                                                     Exhibit 4.3

               CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS
               OF SERIES C CUMULATIVE CONVERTIBLE PREFERRED STOCK

                                       OF

                                  I-STORM, INC.


         I-STORM, INC. (the "Company"), a corporation organized and existing
under the laws of the State of Nevada, does hereby certify that:

         Pursuant to authority vested in the Board of Directors by Article V of
the Articles of Incorporation of the Company and the provisions of the Nevada
Revised Statutes, the Board of Directors has duly adopted the following recitals
and resolutions:

         WHEREAS, the Board of Directors is authorized by the Articles of
Incorporation to issue, to determine and fix the rights, preferences, privileges
and restrictions of one or more series of Preferred Stock, and the Board of
Directors has determined to establish the number of shares constituting that
series and to designate such series;

         WHEREAS, the Articles of Incorporation presently authorize the Company
to issue up to 4,000,000 shares of Preferred Stock in any class or series and
the Company has designated 600,000 of such shares of Preferred Stock to be Class
A Preferred Stock; and the Board of Directors now intends to establish a new
class of preferred stock;

         NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby
amends Article V of the Articles of Incorporation and fixes and determines the
designation of the number of shares constituting, and the rights, preferences,
privileges and restrictions relating to a new series of preferred stock, as
follows:

         1.       DESIGNATION. The series of preferred stock provided for by
this resolution shall be designated "Series C Cumulative Convertible Preferred
Stock" (hereinafter referred to as the "Series C Preferred Stock").

         2.       AUTHORIZATION. The number of shares constituting the Series C
Preferred Stock shall be 1,225,000 shares having a par value of $0.01 per share.

         3.       DIVIDENDS. The holders of the Series C Preferred Stock shall
be entitled to cumulative dividends at an annual rate of nine percent (9%) of
the offering price of $12.25 per share, when and as declared by the Board of
Directors, payable on a quarterly basis on November 15, February 15, May 15 and
August 15, in cash, or at the option of the Company, in shares of Common Stock.
Unpaid dividends will accumulate and be payable prior to the payment of
dividends on the Common Stock, but not before the payment of dividends on Series
A Cumulative Convertible Preferred Stock ("Series A Preferred Stock") and Series
B Cumulative Convertible Preferred Stock ("Series B Preferred Stock").

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         4.       CONVERSION RIGHTS.

                  (a) Subject to the antidilution provisions, each share of
Series C Preferred Stock may be converted, (i) at the option of the holder, at
any time after the last day upon which subscriptions are accepted for the Series
C Preferred Stock ("Final Closing of the Offering") of the Series C Preferred
Stock, (ii) and at the option of the Company, at any time one year after the
Final Closing of the Offering, into such number of shares of the Company's
Common Stock as shall equal $12.25 divided by the lower of $3.50 or the closing
bid price for any five (5) consecutive trading days during the period commencing
11 months after the Final Closing of the Offering and ending one month
thereafter; provided, however, that in no event shall the Conversion Price be
reduced below $2.80; provided, that any unpaid dividends accumulated on the
Series C Preferred Stock, as set forth in Section 3, shall be paid to the
holders of the Series C Preferred Stock on the date of conversion, either in
cash, or at the option of the Company, in shares of Common Stock.

                  (b) Promptly after the receipt of certificates representing
Series C Preferred Stock and the surrender of Series C Preferred Stock, the
Company shall issue and deliver, or cause to be issued and delivered, to the
holder a certificate or certificates for the number of whole shares of Common
Stock issuable upon the conversion of such Series C Preferred Stock. The date of
the issuance of such Common Stock shall be the "Conversion Date." No fractional
shares shall be issued upon conversion of the Series C Preferred Stock into
shares of Common Stock. To the extent permitted by law, the conversion shall be
deemed to have been effected as of the close of business on the Conversion Date
(or on the next preceding business day if the Conversion Date is not a business
day) and at that time the rights of the holder of Series C Preferred Stock, as
such holder, shall cease, and the holder of the Series C Preferred Stock shall
become the holder of record of shares of Common Stock and shall solely be
entitled to the rights and preferences of the holders of shares of Common Stock.

                  (c) Notwithstanding anything herein to the contrary, on any
liquidation of the Company, the right of conversion of the Series C Preferred
Stock shall terminate at the close of business on the last full business day
before the date fixed for payment of the amount distributable on the Series C
Preferred Stock.

         5.       ANTIDILUTION RIGHTS. The Conversion Price and the number of
shares issuable upon conversion shall be subject to adjustment as follows:

                  (a) In case the Company shall (i) declare a dividend on its
Common Stock payable in shares of its Common Stock, (ii) subdivide its
outstanding shares of Common Stock, into a greater number of shares, (iii)
combine its outstanding shares of Common Stock into a smaller number of shares,
or (iv) issue any shares of its capital stock by reclassification of the Common
Stock (including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing corporation), then, and in each
case, the Conversion Price in effect at the time of the record date for such
dividend or of the effective date of such subdivision, combination or
reclassification shall be proportionately adjusted so that the holder of any
shares of the Series C Preferred Stock surrendered for conversion after such
time shall be entitled to receive the kind and amount of shares such holder
would have owned or have been entitled to receive had such shares of the Series
C Preferred Stock been converted immediately
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prior to the time of such dividend, subdivision, combination, or
reclassification. Such adjustment shall be made successively whenever any event
listed above shall occur.

                  (b) In case of any capital reorganization or reclassification
of the capital stock of the Company, or a consolidation or merger of the Company
with or into any other corporation (other than a consolidation or merger in
which the Company is the surviving or continuing corporation), or in case of any
sale or transfer of all or substantially all of the assets of the Company, the
holder of each share of the Series C Preferred Stock, shall have after such
reorganization, reclassification, consolidation, merger, sale or transfer, the
right to convert such share of the Series B Preferred Stock solely into the kind
and amount of shares of stock and other securities and property which such
holder would have been entitled to receive had such share of Series B Preferred
Stock been converted immediately prior to such consolidation, merger, sale or
transfer.

                  (c) Whenever there is an adjustment in the Conversion Price
and/or the number or kind of securities issuable upon conversion of the Series C
Preferred Stock, as provided herein, the Company shall promptly file in the
custody of its Secretary, a certificate signed by an officer of the Company,
showing in detail the facts requiring such adjustment, the number and kind of
securities issuable upon conversion of Series C Preferred Stock upon such
adjustment, and the Conversion Price; and notice of such adjustment along with a
duplicate officer's certificate shall be sent by registered mail, postage paid,
to the holder at its address as it shall appear in the Company's Stock Register.

         6.       The Corporation shall at all times reserve and keep available
and free of preemptive rights out of its authorized but unissued Common Stock,
solely for the purpose of effecting the conversion of the Series C Preferred
Shares, such number of shares of Common Stock (or such other shares or
securities as may be required) as shall from time to time be sufficient to
effect the conversion of all outstanding Series C Preferred Shares, and if at
any time the number of authorized but unissued shares of Common Stock (or any
such other shares or other securities) shall not be sufficient to effect the
conversion of all then outstanding Series C preferred Stock, the Corporation
shall take such action as may be necessary to increase the authorized but
unissued shares of Common Stock (or other shares or other securities) to such
number of shares as shall be sufficient for such purposes.

         7.       NO VOTING RIGHTS.
                  (a) Except as otherwise required by law or as set forth in
this Section 7, the holders of Series C Preferred Stock shall not have any
voting rights.

                  (b) So long as any shares of Series C Preferred Stock are
outstanding, in addition to any other vote or consent of shareholders required
in the Articles of Incorporation or the Bylaws of the Company, the consent of
the holders of at least sixty-six and two-thirds percent (66 2/3%) of Series C
Preferred Stock at the time outstanding, such consent given in person or by
proxy, either in writing without a meeting, or by vote at any meeting called for
the purpose of obtaining such consent, shall be necessary for effecting or
validating:

                  (i) Any amendment, alteration or repeal of any of the
                      provisions of the Articles of Incorporation, or of
                      the By-Laws of the Corporation, which affects
                      adversely the voting powers, rights or preferences of
                      the holders of Series

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                           C Preferred Stock; provided, however that the
                           amendment of the provisions of the Articles of
                           Incorporation so as to authorize or create or to
                           increase the authorized amount of any junior stock or
                           parity stock shall not be deemed to affect adversely
                           the voting powers, rights or preferences of the
                           holders of Series C Preferred;

                  (ii)     The authorization of or creation of any stock of any
                           class or any security convertible into stock of any
                           class, ranking prior to Series C Preferred Stock in
                           the distribution of assets on any liquidation,
                           dissolution, or winding up of the Company or in the
                           payment of dividends; provided, however, that the
                           Company may increase the authorized amount of Series
                           A or Series B Preferred Stock without such vote;

                  (iii)    The merger or consolidation of the Company with or
                           into any other corporation, unless after such merger
                           or consolidation, if the Company should be the
                           surviving corporation, there shall be no class of
                           stock and no other securities either authorized or
                           outstanding, ranking prior to the Series B Preferred
                           Stock, except for the Series A Preferred Stock, in
                           the distribution of assets on any liquidation,
                           dissolution or winding up of the Company, or in the
                           payment of dividends; or if the Company should not be
                           the surviving corporation, the holders of Series B
                           Preferred Stock immediately preceding such merger or
                           consolidation shall receive the same number of shares
                           of stock in the surviving corporation, which shall
                           have the same rights and preferences in the surviving
                           corporation, as in the Company.

                  (iv)     The purchase or redemption of any shares of any
                           series of parity stock or junior stock (whether
                           pursuant to mandatory redemption or sinking fund
                           provisions, optional redemption provisions or
                           otherwise) unless the full dividend on all shares of
                           Series C Preferred Stock then outstanding shall have
                           been paid or declared, and a sum sufficient, or
                           shares sufficient, for the payment of such dividends
                           shall have been set apart by the Company.

         8.       REGISTRATION RIGHTS.

                  (a) "Registrable Securities" shall mean: (i) any share of
Series C Preferred Stock; (ii) the Common Stock issued or issuable upon
conversion of any share of Series C Preferred Stock; and (iii) any Warrant or
Common Stock or other securities of the Company issued as (or issuable upon the
conversion or exercise of any warrant, right or other security which is issued
as) a dividend or other distribution with respect to, or in exchange for, any
share of Series C Preferred Stock, excluding in all cases, however, any
Registrable Securities sold to the public pursuant to a registration under the
Securities Act or an applicable exemption therefrom.

                  (b) If (but without any obligation to do so) the Company at
any time commencing on the date of issuance proposes to register (including for
this purpose a registration statement effected by the Company for
securityholders other than the Holder) any of its securities under the
Securities Act of 1933 (the "Act") in connection with the public offering of
such securities solely for cash (other than a registration on Form S-4, Form S-8
or any form which does

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not include substantially the same information as would be required to be
included in a registration statement covering the sale of the Registrable
Securities), the Company shall promptly give the Holder written notice of such
registration. Upon the written request of the Holder given within twenty (20)
days after receipt of such written notice from the Company, the Company shall,
subject to the provisions of this Section 6, cause to be registered under the
Securities Act all of the Registrable Securities that the Holder has requested
to be registered; provided, however, that the Registrable Securities shall be
subject to restrictions on transfer for such number of days after the effective
date of the subject registration statement as may be specified by the managing
underwriter.

                  (c) If any of the Holder of the Registrable Securities should
notify the Company within twenty (20) days after receipt of any such notice of
its or their desire to include any such securities in such proposed registration
statement, the Company shall afford each of the Holder of the Registrable
Securities the opportunity to have any such Registrable Securities registered
under such registration statement.

                      Notwithstanding the provisions of this Section 8(c), the
Company shall have the right at any time after it shall have given written
notice pursuant to this Section 8(c) (irrespective of whether a written request
for inclusion of any such securities shall have been made) to elect not to file
any such proposed registration statement, or to withdraw the same after the
filing but prior to the effective date thereof.

                  (d) Effective after the Final Closing until twelve months
thereafter, any holder shall have the one-time demand registration right to
provide notice to the Company on behalf of all holders, requiring the Company to
register the Common Stock. In such event, the Company will do any and all things
necessary to effect such registration and to have the registration statement
declared effective as soon as practicable following such demand.

                  (e) In the event that the Company should register the
Registrable Securities under either Section 8(c) or 8(d) hereof, the Company
shall bear the expense of any accounting and registration costs associated with
such registration under the Act.

        9.        RANKING. With respect to the payment of dividends and upon
liquidation, the shares of the Series C Preferred Stock shall rank senior to the
shares of Common Stock of the Company and junior to the shares of Series A
Preferred Stock and Series B Preferred Stock.

        10.       REDEMPTION RIGHTS. Neither the Company nor the holders of
Class C Preferred Stock shall have any redemption rights with respect to the
Class C Preferred Stock.

        11.       LIQUIDATION, DISSOLUTION AND WINDING UP. In the event of any
liquidation, dissolution or winding up of the Company, whether voluntary or
involuntary, each holder of Series C Preferred Stock shall have the right to a
ratable distribution of assets of the Company from any of the Company's assets
then available for distribution after the satisfaction of the liquidation,
dissolution and winding up preferences of the holders of Series A Preferred
Stock and Series B Preferred Stock, and before the satisfaction of the
liquidation, dissolution and winding up preferences of the holders of Common
Stock, all, in accordance with the Nevada Revised Statutes. Whenever the
distribution provided for in this Section 11 shall be payable in property other
than cash, the value of such distribution shall be the fair market value of such
property as

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determined in good faith by not less than a majority of the directors then
serving on the Board of Directors of the Company. A reorganization of the
Company, or a consolidation or merger of the Company with or into another
corporation or entity or a sale of or other disposition of all or substantially
all of the assets of the Company, shall not be treated as a liquidation,
dissolution or winding up of the Company within the meaning of this Section 11.

         The foregoing amendment was duly adopted by the Board of Directors
without the requirement of shareholder action by meeting held on March 15, 1999,
pursuant to the Articles of Incorporation and the provisions of the Nevada
Revised Statutes.

         IN WITNESS WHEREOF, I-Storm, Inc. has caused this Certificate of
Designation, Preferences and Rights of Series C Preferred Stock to be executed
by its President and attested to by its Secretary this ______ day of
___________, 1999.




<TABLE>
<S>                                              <C>
ATTEST:                                          I-STORM, INC.



By:      /s/ Stephen Venuti                      By:    /s/ Calbert Lai
         ----------------------------                   ------------------------------
         Stephen Venuti, Secretary                      Calbert Lai, President
</TABLE>


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