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                                                                     Exhibit 3.3

                              ARTICLES OF AMENDMENT

                                       TO

                            ARTICLES OF INCORPORATION

        Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned corporation adopts the following articles of amendment to its
articles of incorporation:

FIRST: The name of the corporation is Stan Lee Media, Inc. (the "corporation"
and sometimes hereinafter referred to as the "Company").

SECOND: ARTICLE THIRD of the articles of incorporation of the corporation shall
be amended by the addition of a new paragraph D, which shall read in its
entirety as follows:

        D. Series A Preferred Stock. A class of preferred stock designated as
        the Series A Preferred Stock is hereby created out of the Preferred
        Stock previously authorized by these Articles of Incorporation. The
        aggregate number of the Series A Preferred Stock which this corporation
        shall have authority to issue is one million five hundred thousand
        shares (1,500,000) shares, each with no par value, which shares shall be
        designated as the "Series A Preferred Stock" (the "Preferred Shares").

                The powers, designations, preferences and other special rights
        of the Preferred Shares is as follows:

                Section 1. Dividends. In the event any dividend or other
        distribution payable in cash or other property is declared on the Common
        Stock (defined below), each holder (a "Holder" and, collectively, the
        "Holders") of the Preferred Shares on the record date for such dividend
        or distribution shall be entitled to receive per Preferred Share on the
        date of payment or distribution of such dividend or other distribution
        the amount of cash or property equal to the cash or property which would
        be received by the Holders of the number of shares of Common Stock into
        which such Preferred Share would be converted pursuant to Section 2
        hereof immediately prior to such record date.

                Section 2. Distributions Upon Liquidation, Dissolution or
        Winding-Up. In the event of any voluntary or involuntary liquidation,
        dissolution or winding-up of the Company, the Holders of the Preferred
        Shares shall be entitled to receive in cash out of the assets of the
        Company, whether from capital or from earnings available for
        distribution to its stockholders (the "Liquidation Funds"), before any
        amount shall be paid to the holders of any of the capital stock of the
        Company of any class junior in rank to the Preferred Shares in respect
        of the preferences as to the distributions and payments on the
        liquidation, dissolution and winding up of the Company, an amount per
        Preferred Share equal to Seven Dollars ($7.00) and any accrued but
        unpaid Dividends (such sum being referred to as the "Liquidation
        Preference"); provided, however, that, if the Liquidation Funds are
        insufficient to pay the full amount due to the Holders of Preferred



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        Shares and holders of shares of other classes or series of preferred
        stock of the Company that are of equal rank with the Preferred Shares as
        to payments of Liquidation Funds (the "Pari Passu Shares"), then each
        Holder of Preferred Shares and Pari Passu Shares shall receive a
        percentage of the Liquidation Funds equal to the full amount of
        Liquidation Funds payable to such Holder as a liquidation preference, in
        accordance with their respective Certificate of Designations,
        Preferences and Rights, as a percentage of the full amount of
        Liquidation Funds payable to all Holders of Preferred Shares and holders
        of Pari Passu Shares. In addition to the receipt of the Liquidation
        Preference, in the event of any voluntary or involuntary liquidation,
        dissolution or winding up of the Company, the Holders of the Preferred
        Shares shall be entitled to receive Liquidation Funds distributed to
        holders of Common Stock, after the Liquidation Preference has been paid,
        to the same extent as if such Holders of Preferred Shares had converted
        the Preferred Shares into Common Stock (without regard to any
        limitations on conversions herein or elsewhere) and had held such shares
        of Common Stock on the record date for such distribution of the
        remaining Liquidation Funds. The purchase or redemption by the Company
        of stock of any class, in any manner permitted by law, shall not, for
        the purposes hereof, be regarded as a liquidation, dissolution or
        winding up of the Company. Neither the consolidation or merger of the
        Company with or into any other Person, nor the sale or transfer by the
        Company of substantially all of its assets, shall, for the purposes
        hereof, be deemed to be a liquidation, dissolution or winding up of the
        Company. No Holder of Preferred Shares shall be entitled to receive any
        amounts with respect thereto upon any liquidation, dissolution or
        winding up of the Company other than the amounts provided for herein;
        provided that a Holder of Preferred Shares shall be entitled to all
        amounts previously accrued with respect to amounts owed hereunder.

                Section 3. Conversion of Preferred Shares. Preferred Shares
        shall be convertible into shares of the Company's common stock, no par
        value (the "Common Stock"), on the terms and conditions set forth in
        this Section.

                      (a) Certain Defined Terms. For purposes of this
        Certificate of Designations, the following terms shall have the
        following meanings:

                             (i) "Business Day" means any day in which the
        Principal Market is open for business.

                             (ii) "Closing Bid Price" means, for any security as
        of any date, the last closing bid price for such security on the
        Principal Market (as defined below) as reported by Bloomberg Financial
        Markets ("Bloomberg"), or, if the Principal Market is not the principal
        securities exchange or trading market for such security, the last
        closing bid price of such security on the principal securities exchange
        or trading market where such security is listed or traded as reported by
        Bloomberg, or if the foregoing do not apply, the last closing bid price
        of such security in the over-the-counter market on the Electronic
        Bulletin Board for such security as reported by Bloomberg, or, if no
        closing bid price is reported for such security by Bloomberg, the last
        closing trade price of such security as reported by Bloomberg, or, if no
        last closing trade price is reported for such security by Bloomberg, the
        average of the bid prices of any market makers for such



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        security as reported in the "pink sheets" by the National Quotation
        Bureau, Inc. If the Closing Bid Price cannot be calculated for such
        security on such date on any of the foregoing bases, the Closing Bid
        Price of such security on such date shall be the fair market value as
        mutually determined by the Company and the Holders of Preferred Shares.
        If the Company and the Holders of Preferred Shares are unable to agree
        upon the fair market value of the Common Stock, then such dispute shall
        be resolved pursuant to Section 3(e) below. (All such determinations to
        be appropriately adjusted for any stock dividend, stock split or other
        similar transaction during such period).

                             (iii) "Closing Date" has the same meaning as the
        term is defined in the Securities Purchase Agreement, entered into by
        and between the Company and certain investor(s), dated as of November 3,
        1999.

                             (iv) "Conversion Price" means the Fixed Conversion
        Price in effect as of such date and subject to adjustment as provided
        herein.

                             (v) "Fixed Conversion Price" means, Seven Dollars
        ($7.00), subject to adjustment as provided herein.

                             (vi) "Issuance Date" means, with respect to each
        Preferred Share, the date of issuance of the applicable Preferred Share.

                             (vii) "Person" means an individual, a limited
        liability company, a partnership, a joint venture, a corporation, a
        trust, an unincorporated organization and a government or any department
        or agency thereof.

                             (viii) "Principal Market" means the Nasdaq National
        Market, the Nasdaq SmallCap Market or OTC Electronic Bulletin Board.

                             (ix) "Registration Rights Agreement" means that
        certain Registration Rights Agreement entered into by and between the
        Company and certain investor(s), dated as of November 3, 1999.

                             (x) "Stated Value" means Seven Dollars ($7.00).

                      (b) Holder's Conversion Right. At any time or times on or
        after the Issuance Date, any Holder of Preferred Shares shall be
        entitled to convert any whole number of Preferred Shares into fully paid
        and nonassessable shares of Common Stock in accordance with Section
        3(e), at the Conversion Rate (as defined below). The Company shall not
        issue any fraction of a share of Common Stock upon any conversion. All
        shares of Common Stock (including fractions thereof) issuable upon
        conversion of more than one Preferred Share by a Holder thereof shall be
        aggregated for purposes of


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        determining whether the conversion would result in the issuance of a
        fraction of a share of Common Stock. If, after the aforementioned
        aggregation, the issuance would result in the issuance of a fraction of
        a share of Common Stock, the Company shall round such fraction of a
        share of Common Stock up to the nearest whole share.

                      (c) Conversion Rate. The number of shares of Common Stock
        issuable upon conversion of each Preferred Share pursuant to Section
        3(b) shall be determined according to the following formula (the
        "Conversion Rate"):

                                  Stated Value
                                Conversion Price

                      (d) Automatic Conversion. The Preferred Shares shall
        automatically be converted into shares of Common Stock, at the then
        effective Conversion Price, upon the earlier of (i) the closing of a
        firm commitment underwritten public offering pursuant to an effective
        registration statement under the Securities Act of 1933, as amended,
        covering the offer and sale of Common Stock for the account of the
        corporation to the public at a price per share (prior to underwriter
        commissions and offering expenses) of not less than Fifteen Dollars
        ($15.00) per share (appropriately adjusted for any recapitalizations,
        stock splits, stock combinations, stock dividends and the like) and an
        aggregate offering price to the public of not less than Twenty-Five
        Million Dollars ($25,000,000), or (ii) the receipt by the corporation of
        the affirmative vote at a duly noticed stockholders' meeting or pursuant
        to a duly solicited written consent of the holders of more than
        two-thirds of the then outstanding Preferred Shares in favor of the
        conversion of all of the Preferred Shares. In the event of the automatic
        conversion of the Preferred Shares upon a public offering as set forth
        in clause (i) above, the person(s) entitled to receive the Common Stock
        issuable upon such conversion of Preferred Shares shall not be deemed to
        have converted such Preferred Shares until immediately prior to the
        closing of such sale of securities.

                      (e) Mechanics of Conversion. The conversion of Preferred
        Shares shall be conducted in the following manner:

                             (i) Holder's Delivery Requirements. To convert
        Preferred Shares into shares of Common Stock on any date (the
        "Conversion Date"), the Holder shall (A) transmit by facsimile (or
        otherwise deliver), for receipt on or prior to 11:59 P.M., Pacific Time
        on such date, a copy of a fully executed notice of conversion in the
        form attached hereto as Exhibit I (the "Conversion Notice") to the
        Company's designated transfer agent (the "Transfer Agent") with a copy
        thereof to the Company and (B) surrender to a common carrier for
        delivery to the Transfer Agent as soon as practicable following such
        date the original certificates representing the Preferred Shares being


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        converted (or an indemnification undertaking with respect to such shares
        in the case of their loss, theft or destruction) (the "Preferred Stock
        Certificates").

                             (ii) Company's Response. Upon receipt by the
        Company of a copy of a Conversion Notice, the Company shall immediately
        send, via facsimile, a confirmation of receipt of such Conversion Notice
        to such Holder and the Transfer Agent, which confirmation shall
        constitute an instruction to the Transfer Agent to process such
        Conversion Notice in accordance with the terms herein. Upon receipt by
        the Transfer Agent of the Preferred Stock Certificates to be converted
        pursuant to a Conversion Notice, the Transfer Agent shall, on the next
        business day following the date of receipt (or the second business day
        following the date of receipt if received after 11:00 a.m. local time of
        the Transfer Agent), (A) issue and surrender to a common carrier for
        overnight delivery to the address as specified in the Conversion Notice,
        a certificate, registered in the name of the Holder or its designee, for
        the number of shares of Common Stock to which the Holder shall be
        entitled, or (B) provided the Transfer Agent is participating in The
        Depository Trust Company ("DTC") Fast Automated Securities Transfer
        Program, upon the request of the Holder, credit such aggregate number of
        shares of Common Stock to which the Holder shall be entitled to the
        Holder's or its designee's balance account with DTC through its Deposit
        Withdrawal Agent Commission system. If the number of Preferred Shares
        represented by the Preferred Stock Certificate(s) submitted for
        conversion is greater than the number of Preferred Shares being
        converted, then the Transfer Agent shall, as soon as practicable and in
        no event later than three (3) Business Days after receipt of the
        Preferred Stock Certificate(s) and at its own expense, issue and deliver
        to the Holder a new Preferred Stock Certificate representing the number
        of Preferred Shares not converted.

                             (iii) Dispute Resolution. In the case of a dispute
        as to the arithmetic calculation of the Conversion Rate, the Company
        shall instruct the Transfer Agent to issue to the Holder the number of
        shares of Common Stock that is not disputed and shall submit the
        disputed determinations or arithmetic calculations to the Holder via
        facsimile within one (1) Business Day of receipt of such Holder's
        Conversion Notice. If such Holder and the Company are unable to agree
        upon the arithmetic calculation of the Conversion Rate within one (1)
        Business Day of such disputed arithmetic calculation being submitted to
        the Holder, then the Company shall within one (1) Business Day submit
        via facsimile the disputed arithmetic calculation of the Conversion Rate
        to the Company's independent, outside accountant. The Company shall
        cause the accountant to perform the calculations and notify the Company
        and the Holder of the results no later than forty-eight (48) hours from
        the time it receives the disputed calculations. Such accountant's
        calculation shall be binding upon all parties absent manifest error.

                             (iv) Record Holder. The person or persons entitled
        to receive the shares of Common Stock issuable upon a conversion of
        Preferred Shares shall be


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        treated for all purposes as the record holder or holders of such shares
        of Common Stock on the Conversion Date.

                             (v) Pro Rata Conversion and Redemption. In the
        event the Company receives a Conversion Notice from more than one Holder
        of Preferred Shares for the same Conversion Date and the Company can
        convert some, but not all, of such Preferred Shares, the Company shall
        convert from each Holder of Preferred Shares electing to have Preferred
        Shares converted at such time a pro rata amount of such Holder's
        Preferred Shares submitted for conversion based on the number of
        Preferred Shares submitted for conversion on such date by such Holder
        relative to the number of Preferred Shares submitted for conversion on
        such date.

                      (f) Fractional Shares. No fractional shares of Common
        Stock or scrip shall be issued upon conversion of shares of Preferred
        Stock. If more than one share of Preferred Stock shall be surrendered
        for conversion at any one time by the same holder, the number of full
        shares of Common Stock issuable upon conversion thereof shall be
        computed on the basis of the aggregate number of shares of Preferred
        Stock so surrendered. Instead of any fractional shares of Common Stock
        which would otherwise be issuable upon conversion of any shares of
        Preferred Stock, the Company shall pay a cash adjustment in respect of
        such fractional interest in an amount equal to that fractional interest
        of the then Current Market Price.

                      (g) Conversion Price Adjustments. The Conversion Price
        shall be subject to adjustment from time to time as follows:

                             (i) Common Stock Issued at Less Than the Conversion
        Price. If the Company shall issue any Common Stock other than Excluded
        Stock (as hereinafter defined) without consideration or for a
        consideration per share less than the Conversion Price in effect
        immediately prior to such issuance, the Conversion Price in effect
        immediately prior to each such issuance shall immediately (except as
        provided below) be reduced to the price determined by dividing (1) an
        amount equal to the sum of (A) the number of shares of Common Stock
        outstanding immediately prior to such issuance multiplied by the
        Conversion Price in effect immediately prior to such issuance and (B)
        the consideration, if any, received by the Company upon such issuance,
        by (2) the total number of shares of Common Stock outstanding
        immediately after such issuance.

                             For the purposes of any adjustment of the
        Conversion Price pursuant to clause (i), the following provisions shall
        be applicable:

                             (A) Cash. In the case of the issuance of Common
        Stock for cash, the amount of the consideration received by the Company
        shall be deemed to be the amount of the cash proceeds received by the
        Company for such Common Stock


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        before deducting therefrom any discounts, commissions, taxes or other
        expenses allowed, paid or incurred by the Company for any underwriting
        or otherwise in connection with the issuance and sale thereof.


                             (B) Consideration Other Than Cash. In the case of
        the issuance of Common Stock (otherwise than upon the conversion of
        shares of capital stock or other securities of the Company) for a
        consideration in whole or in part other than cash, including securities
        acquired in exchange therefor (other than securities by their terms so
        exchangeable), the consideration other than cash shall be deemed to be
        the fair value thereof as determined by the Board of Directors,
        irrespective of any accounting treatment; provided that such fair value
        as determined by the Board of Directors shall not exceed the aggregate
        Current Market Price of the shares of Common Stock being issued as of
        the date the Board of Directors authorizes the issuance of such shares.

                             (C) Options and Convertible Securities. In the case
        of the issuance of (i) options, warrants or other rights to purchase or
        acquire Common Stock (whether or not at the time exercisable) other than
        the Excluded Stock, and (ii) securities by their terms convertible into
        or exchangeable for Common Stock (whether or not at the time so
        convertible or exchangeable) or options, warrants or rights to purchase
        such convertible or exchangeable securities (whether or not at the time
        exercisable) other than the Excluded Stock:

                                    (1) the aggregate maximum number of shares
        of Common Stock deliverable upon exercise of such options, warrants or
        other rights to purchase or acquire Common Stock shall be deemed to have
        been issued at the time such options, warrants or rights were issued and
        for a consideration equal to the consideration (determined in the manner
        provided in subclauses (A) and (B) above), if any, received by the
        Company upon the issuance of such options, warrants or rights plus the
        minimum purchase price provided in such options, warrants or rights for
        the Common Stock covered thereby;

                                    (2) the aggregate maximum number of shares
        of Common Stock deliverable upon conversion of or in exchange for any
        such convertible or exchangeable securities, or upon the exercise of
        options, warrants or other rights to purchase or acquire such
        convertible or exchangeable securities and the subsequent conversion or
        exchange thereof, shall be deemed to have been issued at the time such
        securities were issued or such options, warrants or rights were issued
        and for a consideration equal to the consideration, if any, received by
        the Company for any such securities and related options, warrants or
        rights (excluding any cash received on account of accrued interest or
        accrued dividends), plus the additional consideration (determined in the
        manner provided in subclauses (A) and (B) above), if any, to be received
        by the


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        Company upon the conversion or exchange of such securities, or upon the
        exercise of any related options, warrants or rights to purchase or
        acquire such convertible or exchangeable securities and the subsequent
        conversion or exchange thereof;

                                    (3) on any change in the number of shares of
        Common Stock deliverable upon exercise of any such options, warrants or
        rights or conversion or exchange of such convertible or exchangeable
        securities or any change in the consideration to be received by the
        Company upon such exercise, conversion or exchange, including, but not
        limited to, a change resulting from the anti-dilution provisions
        thereof, the Conversion Price as then in effect shall forthwith be
        readjusted to such Conversion Price as would have been obtained had an
        adjustment been made upon the issuance of such options, warrants or
        rights not exercised prior to such change, or of such convertible or
        exchangeable securities not converted or exchanged prior to such change,
        upon the basis of such change;

                                    (4) on the expiration or cancellation of any
        such options, warrants or rights, or the termination of the right to
        convert or exchange such convertible or exchangeable securities, if the
        Conversion Price shall have been adjusted upon the issuance thereof, the
        Conversion Price shall forthwith be readjusted to such Conversion Price
        as would have been obtained had an adjustment been made upon the
        issuance of such options, warrants, rights or such convertible or
        exchangeable securities on the basis of the issuance of only the number
        of shares of Common Stock actually issued upon the exercise of such
        options, warrants or rights, or upon the conversion or exchange of such
        convertible or exchangeable securities; and

                                    (5) if the Conversion Price shall have been
        adjusted upon the issuance of any such options, warrants, rights or
        convertible or exchangeable securities, no further adjustment of the
        Conversion Price shall be made for the actual issuance of Common Stock
        upon the exercise, conversion or exchange thereof; provided, however,
        that no increase in the Conversion Price shall be made pursuant to
        subclauses (1) or (2) of this subclause (C).

                             (ii) Excluded Stock. "Excluded Stock" shall mean
        (A) shares of Common Stock issued or reserved for issuance by the
        Company as a stock dividend payable in shares of Common Stock, or upon
        any subdivision or split-up of the outstanding shares of Common Stock or
        Preferred Stock, or upon conversion of shares of Preferred Stock, (B)
        options and warrants heretofore granted to key employees, consultants
        and advisors of the Company, and (C) 1,500,000 shares of Common Stock to
        be issued to key employees, consultants and advisors of the Company
        pursuant to the Company's 1999 Stock Incentive Plan, and 150,000 shares
        of Common Stock to be issued to non-employee directors pursuant to the
        Company's 1999 Stock Compensation Plan, together with any such shares
        that are repurchased by the Company and reissued


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        to any such employee, consultant or advisor. All shares of Excluded
        Stock which the Company has reserved for issuance shall be deemed to be
        outstanding for all purposes of computations under subparagraph 3(g)(i).

                             (iii) Stock Dividends, Subdivisions,
        Reclassifications or Combinations. If the Company shall (i) declare a
        dividend or make a distribution on its Common Stock in shares of its
        Common Stock, (ii) subdivide or reclassify the outstanding shares of
        Common Stock into a greater number of shares, or (iii) combine or
        reclassify the outstanding Common Stock into a smaller number of shares,
        the Conversion Price in effect at the time of the record date for such
        dividend or distribution or the effective date of such subdivision,
        combination or reclassification shall be proportionately adjusted so
        that the holder of any shares of Preferred Stock surrendered for
        conversion after such date shall be entitled to receive the number of
        shares of Common Stock which he would have owned or been entitled to
        receive had such Preferred Stock been converted immediately prior to
        such date. Successive adjustments in the Conversion Price shall be made
        whenever any event specified above shall occur.

                             (iv) Other Distributions. In case the Company shall
        fix a record date for the making of a distribution to all holders of
        shares of its Common Stock (i) of shares of any class other than its
        Common Stock or (ii) of evidence of indebtedness of the Company or any
        Subsidiary or (iii) of assets (excluding cash dividends or
        distributions, and dividends or distributions referred to in
        subparagraph 3(g)(iii) above), or (iv) of rights or warrants (excluding
        those referred to in subparagraph 3(g)(i) above), in each such case the
        Conversion Price in effect immediately prior thereto shall be reduced
        immediately thereafter to the price determined by dividing (1) an amount
        equal to the difference resulting from (A) the number of shares of
        Common Stock outstanding on such record date multiplied by the
        Conversion Price per share on such record date, less (B) the fair market
        value (as determined by the Board of Directors, whose determination
        shall be conclusive) of said shares or evidences of indebtedness or
        assets or rights or warrants to be so distributed, by (2) the number of
        shares of Common Stock outstanding on such record date. Such adjustment
        shall be made successively whenever such a record date is fixed. In the
        event that such distribution is not so made, the Conversion Price then
        in effect shall be readjusted, effective as of the date when the Board
        of Directors determines not to distribute such shares, evidences of
        indebtedness, assets, rights or warrants, as the case may be, to the
        Conversion Price which would then be in effect if such record date had
        not been fixed.

                             (v) Consolidation, Merger, Sale, Lease or
        Conveyance. In case of any consolidation with or merger of the Company
        with or into another corporation, or in case of any sale, lease or
        conveyance to another corporation of the assets of the Company as an
        entirety or substantially as an entirety, each share of Preferred Stock
        shall after the date of such consolidation, merger, sale, lease or
        conveyance be


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        convertible into the number of shares of stock or other securities or
        property (including cash) to which the Common Stock issuable (at the
        time of such consolidation, merger, sale, lease or conveyance) upon
        conversion of such share of Preferred Stock would have been entitled
        upon such consolidation, merger, sale, lease or conveyance; and in any
        such case, if necessary, the provisions set forth herein with respect to
        the rights and interests thereafter of the holders of the shares of
        Preferred Stock shall be appropriately adjusted so as to be applicable,
        as nearly as may reasonably be, to any shares of stock or other
        securities or property thereafter deliverable on the conversion of the
        shares of Preferred Stock.


                             (vi) Rounding of Calculations; Minimum Adjustment.
        All calculations under this subparagraph (g) shall be made to the
        nearest cent or to the nearest one hundredth (1/100th) of a share, as
        the case may be. Any provision of this Section 3 to the contrary
        notwithstanding, no adjustment in the Conversion Price shall be made if
        the amount of such adjustment would be less than $0.05, but any such
        amount shall be carried forward and an adjustment with respect thereto
        shall be made at the time of and together with any subsequent adjustment
        which, together with such amount and any other amount or amounts so
        carried forward, shall aggregate $0.05 or more.

                             (vii) Timing of Issuance of Additional Common Stock
        Upon Certain Adjustments. In any case in which the provisions of this
        subparagraph (g) shall require that an adjustment shall become effective
        immediately after a record date for an event, the Company may defer
        until the occurrence of such event (A) issuing to the holder of any
        share of Preferred Stock converted after such record date and before the
        occurrence of such event the additional shares of Common Stock issuable
        upon such conversion by reason of the adjustment required by such event
        over and above the shares of Common Stock issuable upon such conversion
        before giving effect to such adjustment and (B) paying to such holder
        any amount of cash in lieu of a fractional share of Common Stock
        pursuant to subparagraph (e) of this Section 3; provided that the
        Company upon request shall deliver to such holder a due bill or other
        appropriate instrument evidencing such holder's right to receive such
        additional shares, and such cash, upon the occurrence of the event
        requiring such adjustment.

                      (h) Current Market Price. The Current Market Price at any
        date shall mean, in the event the Common Stock is publicly traded, the
        average of the daily closing prices per share of Common Stock for 30
        consecutive trading days ending no more than 15 business days before
        such date (as adjusted for any stock dividend, split, combination or
        reclassification that took effect during such 30 business day period).
        The closing price for each day shall be the last reported sale price
        regular way or, in case no such reported sale takes place on such day,
        the average of the last closing bid and asked prices regular way, in
        either case on the Principal Market on which the Common Stock is listed
        or


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        admitted to trading, or if not listed or admitted to trading on any
        national securities exchange, the closing sale price for such day
        reported by NASDAQ, if the Common Stock is traded over-the-counter and
        quoted in the National Market System, or if the Common Stock is so
        traded, but not so quoted, the average of the closing reported bid and
        asked prices of the Common Stock as reported by NASDAQ or any comparable
        system or, if the Common Stock is not listed on NASDAQ or any comparable
        system, the average of the closing bid and asked prices as furnished by
        two members of the National Association of Securities Dealers, Inc.
        selected from time to time by the Company for that purpose. If the
        Common Stock is not traded in such manner that the quotations referred
        to above are available for the period required hereunder, Current Market
        Price per share of Common Stock shall be deemed to be the fair value as
        determined by the Board of Directors, irrespective of any accounting
        treatment.

                      (i) Statement Regarding Adjustments. Whenever the
        Conversion Price shall be adjusted as provided in subparagraph 3(g), the
        Company shall forthwith file, at the office of any transfer agent for
        the Preferred Stock and at the principal office of the Company, a
        statement showing in detail the facts requiring such adjustment and the
        Conversion Price that shall be in effect after such adjustment, and the
        Company shall also cause a copy of such statement to be sent by mail,
        first class postage prepaid, to each holder of shares of Preferred Stock
        at its address appearing on the Company's records. Each such statement
        shall be signed by the Company's independent public accountants, if
        applicable. Where appropriate, such copy may be given in advance and may
        be included as part of a notice required to be mailed under the
        provisions of subparagraph 3(j).

                      (j) Notice to Holders. Subject to the voting provisions
        set forth in Section 5 hereof, in the event the Company shall propose to
        take any action of the type described in clause (i) (but only if the
        action of the type described in clause (i) would result in an adjustment
        in the Conversion Price), (iii), (iv) or (v) of subparagraph 3(g), the
        Company shall give notice to each holder of shares of Preferred Stock,
        in the manner set forth in subparagraph 3(i), which notice shall specify
        the record date, if any, with respect to any such action and the
        approximate date on which such action is to take place. Such notice
        shall also set forth such facts with respect thereto as shall be
        reasonably necessary to indicate the effect of such action (to the
        extent such effect may be known at the date of such notice) on the
        Conversion Price and the number, kind or class of shares or other
        securities or property which shall be deliverable upon conversion of
        shares of Preferred Stock. In the case of any action which would require
        the fixing of a record date, such notice shall be given at least 10 days
        prior to the date so fixed, and in case of all other action, such notice
        shall be given at least 15 days prior to the taking of such proposed
        action.

                      (k) Treasury Stock. For the purposes of this Section 3,
        the sale or other


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<PAGE>   12

        disposition of any Common Stock theretofore held in the Company's
        treasury shall be deemed to be an issuance thereof.

                      (l) Costs. The Company shall pay all documentary, stamp,
        transfer or other transactional taxes attributable to the issuance or
        delivery of shares of Common Stock upon conversion of any shares of
        Preferred Stock; provided that the Company shall not be required to pay
        any taxes which may be payable in respect of any transfer involved in
        the issuance or delivery of any certificate for such shares in a name
        other than that of the holder of the shares of Preferred Stock in
        respect of which such shares are being issued.

                      (m) Valid Issuance. All shares of Common Stock which may
        be issued upon conversion of the shares of Preferred Stock will upon
        issuance by the Company be duly and validly issued, fully paid and
        nonassessable and free from all taxes, liens and charges with respect to
        the issuance thereof, and the Company shall take no action which will
        cause a contrary result (including without limitation, any action which
        would cause the Conversion Price to be less than the par value, if any,
        of the Common Stock).

                Section 4. Redemption Rights. The holders of Preferred Shares
        shall have no redemption rights.

                Section 5. Voting Rights.

                      (a) General Voting Rights. Except as otherwise provided in
        this Section and except as otherwise required by law, each Holder of the
        Preferred Shares shall be entitled to notice of any stockholders'
        meeting and to vote upon any matter submitted to stockholders for vote,
        and shall vote together with the holders of the Common Shares as a
        single class and not as separate classes. Each Holder of Preferred
        Shares shall be entitled to the number of votes equal to the largest
        number of full shares of Common Stock into which such Holder's Preferred
        Shares could be converted pursuant to the provisions of Section 4 hereof
        at the record date for the determination of the stockholders entitled to
        vote on such matters. Fractional votes shall not be permitted, however,
        and any fractional voting rights resulting from the above formula (after
        aggregating all shares into which Series A Preferred Shares held by each
        holder could be converted) shall be rounded upward to the nearest whole
        number. In all cases where the shares of Preferred Stock have the right
        to vote separately as a class, such holders shall be entitled to one
        vote for each such share held by them respectively. Each Common Share
        issued and outstanding shall have one vote on all matters.

                      (b) Election of Directors. Notwithstanding the foregoing
        voting rights, so long as more than 1,000,000 shares of the Preferred
        Shares are outstanding, the holders of the Preferred Shares, voting as a
        separate class, shall be entitled to elect one


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<PAGE>   13

        member to the Board of Directors. All directors not elected by holders
        of the Preferred Shares shall be elected by the vote of the holders of
        the Common Stock and the Preferred Shares voting together and not as
        separate classes, with each share voting as provided in Section 5(a).

                      (c) Protective Provisions. Until October 31, 2001 (in
        which case these protective provisions shall be void and of no effect),
        without first obtaining the approval (by vote or written consent, as
        provided by law) of a majority of the Holders of the Series A Preferred
        Shares then outstanding (voting separately as a class), this corporation
        shall not do any of the following:

                             (i) Alter or change the rights, preferences,
        privileges, or powers of the Series A Preferred Shares so as to
        materially affect the holders of the Series A Preferred Shares;

                             (ii) Increase the authorized number of Series A
        Preferred Shares;

                             (iii) Create any new class or series of shares
        having preferences over or on a parity with the Series A Preferred
        Shares, unless the purpose of creation of such class or series is, and
        the proceeds to be derived from the sale and issuance thereof are to be
        used for, the retirement of the Series A Preferred Shares;

                             (iv) Effect any sale, lease, assignment, transfer
        or other conveyance of all or substantially all of the assets of this
        corporation, or any consolidation or merger of this corporation with or
        into any other corporation, except for a consolidation or merger for
        which no stockholder approval is required;

                             (v) Approve the appointment of a chief executive
        officer for the corporation;

                             (vi) Approve the corporation's annual operating
        plan; or

                             (vii) Repurchase or redeem any issued and
        outstanding shares of Common Stock or shares of Series A Preferred
        Stock.

                Section 6. Reorganization, Reclassification, Consolidation,
        Merger or Sale. Any recapitalization, reorganization, reclassification,
        consolidation, merger, sale of all or substantially all of the Company's
        assets to another Person or other transaction which is effected in such
        a way that holders of Common Stock are entitled to receive (either
        directly or upon subsequent liquidation) stock, securities or assets
        with respect to or in exchange for Common Stock is referred to herein as
        "Organic Change". Until October


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<PAGE>   14

        31, 2001 (in which case this provision shall be void and of no effect),
        prior to the consummation of any (i) sale of all or substantially all of
        the Company's assets to an acquiring Person or (ii) other Organic Change
        following which the Company is not a surviving entity, the Company will
        secure from the Person purchasing such assets or the successor resulting
        from such Organic Change (in each case, the "Acquiring Entity") a
        written agreement (in form and substance satisfactory to the Holders of
        a majority of the Preferred Shares then outstanding) to deliver to each
        Holder of Preferred Shares in exchange for such shares, a security of
        the Acquiring Entity evidenced by a written instrument substantially
        similar in form and substance to the Preferred Shares, including,
        without limitation, having a stated value and liquidation preference
        equal to the Stated Value and the Liquidation Preference of the
        Preferred Shares held by such Holder, and satisfactory to the Holders of
        a majority of the Preferred Shares then outstanding. Prior to the
        consummation of any other Organic Change, the Company shall make
        appropriate provision (in form and substance satisfactory to the Holders
        of a majority of the Preferred Shares then outstanding) to insure that
        each of the Holders of the Preferred Shares will thereafter have the
        right to acquire and receive in lieu of or in addition to (as the case
        may be) the shares of Common Stock immediately theretofore acquirable
        and receivable upon the conversion of such Holder's Preferred Shares
        such shares of stock, securities or assets that would have been issued
        or payable in such Organic Change with respect to or in exchange for the
        number of shares of Common Stock which would have been acquirable and
        receivable upon the conversion of such Holder's Preferred Shares as of
        the date of such Organic Change (without taking into account any
        limitations or restrictions on the convertibility of the Preferred
        Shares).

                Section 7. Reservation of Shares. The Company shall, at all
        times so long as any of the Preferred Shares are outstanding, reserve
        and keep available out of its authorized and unissued Common Stock,
        solely for the purpose of effecting the conversion of the Preferred
        Shares, such number of shares (the "Reserved Amount") of Common Stock as
        shall from time to time be sufficient to effect the conversion of all of
        the Preferred Shares then outstanding (the "Minimum Amount"). The
        initial number of shares of Common Stock reserved for conversions of the
        Preferred Shares and each increase in the number of shares so reserved
        shall be allocated pro rata among the Holders of the Preferred Shares
        based on the number of Preferred Shares held by each Holder at the time
        of issuance of the Preferred Shares or increase in the number of
        reserved shares, as the case may be. In the event a Holder shall sell or
        otherwise transfer any of such Holder's Preferred Shares, each
        transferee shall be allocated a pro rata portion of the number of
        reserved shares of Common Stock reserved for such transferor. Any shares
        of Common Stock reserved and allocated to any Person which ceases to
        hold any Preferred Shares shall be allocated to the remaining Holders of
        Preferred Shares, pro rata based on the number of Preferred Shares then
        held by such Holders.


                                       14
<PAGE>   15

                Section 8. Preferred Rank. All shares of Common Stock shall be
        of junior rank to all Preferred Shares in respect to the preferences as
        to distributions and payments upon the liquidation, dissolution and
        winding up of the Company. The rights of the shares of Common Stock
        shall be subject to the preferences and relative rights of the Preferred
        Shares.

                Section 9. Participation. Subject to the rights of the Holders,
        if any, of the Pari Passu Shares, the Holders of the Preferred Shares
        shall, as Holders of Preferred Stock, be entitled to such dividends paid
        and distributions made to the holders of Common Stock to the same extent
        as if such Holders of Preferred Shares had converted the Preferred
        Shares into Common Stock (without regard to any limitations on
        conversion herein or elsewhere) and had held such shares of Common Stock
        on the record date for such dividends and distributions. Payments under
        the preceding sentence shall be made concurrently with the dividend or
        distribution to the holders of Common Stock.

                Section 10. Vote to Change the Terms of Preferred Shares. The
        affirmative vote at a meeting duly called for such purpose or the
        written consent without a meeting, of the Holders of not less than
        two-thirds (2/3) of the then outstanding Preferred Shares, shall be
        required for any change to this Articles of Amendment to the Company's
        Articles of Incorporation which would amend, alter, change or repeal any
        of the powers, designations, preferences and rights of the Preferred
        Shares.

                Section 11. Lost or Stolen Certificates. Upon receipt by the
        Company of evidence reasonably satisfactory to the Company of the loss,
        theft, destruction or mutilation of any Preferred Stock Certificates
        representing the Preferred Shares, and, in the case of loss, theft or
        destruction, of any indemnification undertaking by the Holder to the
        Company in customary form and, in the case of mutilation, upon surrender
        and cancellation of the Preferred Stock Certificate(s), the Company
        shall execute and deliver new preferred stock certificate(s) of like
        tenor and date; provided, however, the Company shall not be obligated to
        re-issue preferred stock certificates if the Holder contemporaneously
        requests the Company to convert such Preferred Shares into Common Stock.

                Section 12. Remedies, Characterizations, Other Obligations,
        Breaches and Injunctive Relief. The remedies provided in this Articles
        of Amendment shall be cumulative and in addition to all other remedies
        available under this Articles of Amendment, at law or in equity
        (including a decree of specific performance and/or other injunctive
        relief), no remedy contained herein shall be deemed a waiver of
        compliance with the provisions giving rise to such remedy and nothing
        herein shall limit a Holder's right to pursue actual damages for any
        failure by the Company to comply with the terms of this Articles of
        Amendment. The Company covenants to each Holder of Preferred Shares that
        there shall be no characterization concerning this instrument other than
        as


                                       15
<PAGE>   16

        expressly provided herein. Amounts set forth or provided for herein with
        respect to payments, conversion and the like (and the computation
        thereof) shall be the amounts to be received by the Holder thereof and
        shall not, except as expressly provided herein, be subject to any other
        obligation of the Company (or the performance thereof). The Company
        acknowledges that a breach by it of its obligations hereunder will cause
        irreparable harm to the Holders of the Preferred Shares and that the
        remedy at law for any such breach may be inadequate. The Company
        therefore agrees that, in the event of any such breach or threatened
        breach, the Holders of the Preferred Shares shall be entitled, in
        addition to all other available remedies, to an injunction restraining
        any breach, without the necessity of showing economic loss and without
        any bond or other security being required.

                Section 13. Failure or Indulgence Not Waiver. No failure or
        delay on the part of a Holder of Preferred Shares in the exercise of any
        power, right or privilege hereunder shall operate as a waiver thereof,
        nor shall any single or partial exercise of any such power, right or
        privilege preclude other or further exercise thereof or of any other
        right, power or privilege.

                Section 14. Residual Rights. All rights accruing to the
        outstanding shares of this corporation not expressly provided for to the
        contrary herein shall be vested in the Common Stock.

THIRD: The foregoing amendment was duly adopted on October 11, 1999, by the
Board of Directors of the corporation in accordance with the authority contained
in paragraph B of Article THIRD of the Articles of Incorporation. Pursuant to
Section 7-106-102 of the Colorado Business Corporation Act, the foregoing
amendment is effective without shareholder action.

Dated:  November 3, 1999.

STAN LEE MEDIA, INC.,


By: /s/ Gill Champion
   ------------------------------------------
    Gill Champion, Vice President and
     Chief Operating Officer


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