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                                                                     EXHIBIT 4.3


                           CERTIFICATE OF DESIGNATION
                             OF 7.0% SERIES A SENIOR
                           CONVERTIBLE PREFERRED STOCK
                                       OF
                              QUOKKA SPORTS, INC.
               PURSUANT TO SECTION 151 OF THE GENERAL CORPORATION
                          LAW OF THE STATE OF DELAWARE

        QUOKKA SPORTS, INC., a corporation organized under the laws of the State
of Delaware (the "CORPORATION"), certifies that, pursuant to the authority
contained in its Amended and Restated Certificate of Incorporation, and in
accordance with the provisions of Section 151 of the General Corporation Law of
the State of Delaware, its Board of Directors has adopted the following
resolution creating a series of its Preferred Stock, $.0001 par value per share,
designated 7.0% Series A Senior Convertible Preferred Stock:

        RESOLVED, that the series of authorized Preferred Stock, $.0001 par
value per share, designated 7.0% Series A Senior Convertible Preferred Stock of
the Corporation be hereby created, and that the designations and amounts thereof
and the voting powers, preferences and relative, participating, optional and
other special rights of the shares of such series, and the qualifications,
limitations and restrictions thereof, are as follows:

        A. Capitalized terms used herein and not otherwise defined shall have
the meanings set forth in Section E or as provided in the Agreement; and

        B. The Corporation shall have authority to issue 40,000 shares of 7.0%
Series A Senior Convertible Preferred Stock, $.0001 par value per share (the
"CONVERTIBLE PREFERRED STOCK").

        C. The voting powers, preferences and relative, participating, optional
and other special rights of the shares of the Convertible Preferred Stock, and
the qualifications, limitations and restrictions thereof are as follows:

               1. Ranking. The Convertible Preferred Stock shall, with respect
to dividend rights and rights on liquidation, dissolution or winding up, rank
senior to all other equity securities of the Corporation, and any other series
or class of the Corporation's preferred stock, common stock or other capital
stock, now or hereafter authorized or issued.

               2. Accretion of Liquidation Value; Dividends and Distributions.
The Liquidation Value of the Convertible Preferred Stock shall increase, and the
holders of shares of Convertible Preferred Stock shall be entitled to receive
dividends, as, when and if declared by the Board of Directors out of funds
legally available therefor ("LEGALLY AVAILABLE FUNDS"), as follows:

                      (a) Accretion of Liquidation Value. The Liquidation Value
of each share of Convertible Preferred Stock shall increase and accumulate on a
daily basis (whether or not declared) from the Agreement Date at an annual rate
equal to 7.0% of the Stated Value thereof, from the Agreement Date to the first
Compounding Date (as defined below), and thereafter of the Liquidation Value as
of the most recent Compounding Date, calculated on the basis of a 365-day year,
and shall compound on a quarterly basis on March 31, June 30,

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September 30 and December 31 of each year (each, a "COMPOUNDING DATE"), whether
or not declared. The cumulative amount by which the Liquidation Value is
increased pursuant to this Section C(2)(a) shall be referred to as the "ACCRETED
AMOUNT."

                      (b) Participating Dividends. For so long as any shares of
Convertible Preferred Stock remain outstanding, the Corporation shall not
declare a dividend or make any other distribution (including in cash, in stock,
or other property or assets) to holders of any other equity securities of the
Corporation except with respect to any class or series of capital stock created
in the future and approved by the holders of the Convertible Preferred Stock
pursuant to Section C(3) hereof.

                      (c) Dividends Pro Rata. All dividends paid with respect to
shares of Convertible Preferred Stock shall be paid pro rata to the holders
entitled thereto. If the Legally Available Funds shall be insufficient for the
payment of the entire amount of cash dividends payable at any dividend payment
date, such funds shall be allocated pro rata for the payment of dividends with
respect to the shares of Convertible Preferred Stock based upon the aggregate
Liquidation Value of the outstanding shares of Convertible Preferred Stock.

               3. Voting Rights. Except as required by law or by this Section
C(3), the holders of the Convertible Preferred Stock shall not be entitled to
vote on any matter voted on by the Stockholders of the Corporation. None of the
following actions may be taken, directly or indirectly, by the Corporation or
any of its Subsidiaries, without the approval of the holders of at least a
majority of all issued and outstanding shares of Convertible Preferred Stock,
voting in person or by proxy, at a special or annual meeting called for the
purpose or by written consent:

                      (a) The adoption of an amendment, restatement or
modification of the Amended and Restated Certificate of Incorporation, By-laws,
certificates of designation (including this Certificate of Designation) or other
governance documents which would change or otherwise adversely affect the rights
of the holders of the Convertible Preferred Stock; and

                      (b) The authorization, creation or issuance of any shares
of capital stock or other equity or equity-linked securities which are ranked
prior to, or are pari passu with, the Convertible Preferred Stock or any shares
of capital stock or other equity or equity-linked securities which are ranked
junior to the Convertible Preferred Stock if the terms of such junior securities
provide for any dividend or distribution payable in cash, stock or other assets
or property of the Corporation.

               4. Liquidation, Dissolution or Winding Up.

                      (a) In the event of any liquidation, dissolution or
winding up of the Corporation, either voluntary or involuntary, before any
distribution or payment to holders of Common Stock or of any other capital stock
ranking in any such event junior to the Convertible Preferred Stock, the holders
of shares of Convertible Preferred Stock shall be entitled to be paid the
Liquidation Value.

                      (b) If, upon any liquidation, dissolution or winding up of
the Corporation, the assets of the Corporation available for distribution to the
holders of Convertible Preferred Stock shall be insufficient to permit payment
in full to such holders of the sums which such holders are entitled to receive
in such case, then all of the assets available for distribution to holders of
the Convertible Preferred Stock shall be distributed among and paid to such
holders

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ratably in proportion to the amounts that would be payable to such holders if
such assets were sufficient to permit payment in full.

                      (c) A consolidation, merger or other business combination
of the Corporation resulting in the holders of the issued and outstanding voting
securities of the Corporation immediately prior to such transaction owning or
controlling a majority of the voting securities of the continuing or surviving
entity immediately following such transaction shall not be deemed to be a
liquidation, dissolution or winding up of the Corporation for purposes of this
Section C(4) (unless in connection therewith the liquidation of the Corporation
is specifically approved).

               5. Conversion Rights; Adjustments. The holders of the Convertible
Preferred Stock shall have conversion rights beginning nine months from the date
hereof as follows (the "CONVERSION RIGHTS"):

                      (a) Holder's Right to Convert. The Stated Amount of the
Convertible Preferred Stock plus all accrued and unpaid dividends thereon shall
be convertible, in whole or in part (subject to Section C(5)(l) hereof), at the
option of the holder thereof, at any time subsequent to nine months after the
Agreement Date and from time to time thereafter into fully paid and
nonassessable shares of Common Stock at the then effective Conversion Rate (as
defined below) (each such conversion, a "HOLDER'S OPTIONAL CONVERSION").

                      The "CONVERSION RATE", as of any Conversion Date (as
defined below), shall equal an amount determined by dividing (i) the portion of
the Stated Amount proposed to be converted into Common Stock outstanding on such
date, plus the ratable portion of the Accreted Value and any accrued and unpaid
dividends on the Convertible Preferred Stock proposed to be converted into
Common Stock, by (ii) the Conversion Price (as defined below) in effect as of
such Conversion Date. The Conversion Price at which shares of Common Stock shall
be deliverable upon conversion of the Convertible Preferred Stock without the
payment of additional consideration by the holder thereof (the "CONVERSION
PRICE") shall initially be $1.50. Such initial Conversion Price and the rate at
which the Convertible Preferred Stock may be converted into shares of Common
Stock, shall be subject to adjustment as provided below.

                      (b) Fractional Shares. No fractional shares of Common
Stock shall be issued upon conversion of the Convertible Preferred Stock. In
lieu of fractional shares, the Corporation shall pay cash equal to such fraction
multiplied by the closing price per share of Common Stock on the trading date
immediately preceding the related Conversion Date (as defined below).

                      (c) Mechanics of Conversion.

                            (i) In order to exercise its rights pursuant to a
holder's Optional Conversion, the holder shall deliver written notice in the
form of Exhibit A to the Corporation stating that such holder elects to convert
all or part of the Convertible Preferred Stock, plus the ratable portion of any
accrued but unpaid dividends, represented by such shares of Convertible
Preferred Stock. Such notice shall state the Stated Amount, plus the ratable
portion of any accrued but unpaid dividends, of the shares of Convertible
Preferred Stock which the holder seeks to convert and shall be accompanied
within one (1) trading day by the certificates representing the shares of
Convertible Preferred Stock subject to conversion. The date contained in the
notice shall be the conversion date ("CONVERSION DATE") and the holder

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shall be deemed to own the underlying Common Stock as of such date. As soon as
practicable (but no later than seven business days) after the Conversion Date,
the Corporation shall promptly issue and deliver at such office to such holder a
certificate or certificates for the number of shares of Common Stock to which
such holder is entitled (which number of shares may be reduced by the
Corporation in accordance with Section C(5)(l) hereof) and, in the case where
only some of the holder's certificates representing the shares of Convertible
Preferred Stock are converted, the Corporation shall execute and deliver (at its
own expense) a new certificate of any authorized denomination as requested by a
holder in an aggregate amount equal to and in exchange for the unconverted
portion of the shares of Convertible Preferred Stock so surrendered.
Notwithstanding anything to the contrary in this Section C(5), in the case where
only some but not all of the shares of Convertible Preferred Stock held by a
holder are converted, the amount of the unconverted shares of Convertible
Preferred Stock shall be at least $1,000. In lieu of delivering physical
certificates representing the Common Stock issuable upon conversion of the
Convertible Preferred Stock, provided the Corporation's transfer agent is
participating in the Depository Trust Company ("DTC") Fast Automated Securities
Transfer ("FAST") program, upon request of the holder, the Corporation shall use
its reasonable best efforts to cause its transfer agent to electronically
transmit the shares of Common Stock issuable upon conversion or exercise to the
holder, by crediting the account of holder's prime broker with DTC through its
Deposit Withdrawal Agent Commission ("DWAC") system. The time periods for
delivery described above shall apply to the electronic transmittals through the
DWAC system. The parties agree to coordinate with DTC to accomplish this
objective. The conversions pursuant to Section C(5) shall be deemed to have been
made immediately prior to the close of business on the Conversion Date. The
person or persons entitled to receive the Common Stock issuable upon such
conversion shall be treated for all purposes as the record holder or holders of
such Common Shares at the close of business on the Conversion Date.

                            (ii) The Corporation shall at all times during which
the Convertible Preferred Stock shall be outstanding, reserve and keep available
out of its authorized but unissued stock, for the purpose of effecting the
conversion of the Convertible Preferred Stock, such number of its duly
authorized shares of Common Stock as shall from time to time be sufficient to
effect the conversion of 125% of the outstanding shares of Convertible Preferred
Stock.

                            (iii) All shares of Convertible Preferred Stock (or
the portions thereof) which shall have been surrendered for conversion as herein
provided shall no longer be deemed to be outstanding and all rights with respect
to such Convertible Preferred Stock, including the rights, if any, to receive
dividends, notices and consent rights shall immediately cease and terminate on
the Conversion Date, except for the right of the holders thereof to receive
shares of Common Stock in exchange therefor, and, if applicable, cash for any
fractional shares of Common Stock. Any shares of Convertible Preferred Stock, to
the extent so converted, shall be retired and canceled.

                            (iv) If a Holder's Optional Conversion is in
connection with an underwritten offering of securities registered pursuant to
the Securities Act, the conversion may, at the option of any holder tendering
shares of Convertible Preferred Stock for conversion, be conditioned upon the
closing with the underwriter of the sale of securities pursuant to such
offering, in which event the holders entitled to receive the Common Stock
issuable upon such

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conversion of the Convertible Preferred Stock shall not be deemed to have
converted such Convertible Preferred Stock until immediately prior to the
closing of the sale of securities.

                      (d) Adjustments to Conversion Price for Diluting Issues.

                            (i) Special Definitions. For purposes of this
Section 5(d), the following definitions shall apply:

                                    (A) "OPTION" shall mean Rights, options or
        warrants to subscribe for, purchase or otherwise acquire Common Stock or
        Convertible Securities, other than such Rights, options or warrants
        granted to employees, directors or bona fide consultants of the
        Corporation pursuant to plans or arrangements approved by the
        Corporation's board of directors.

                                    (B) "CONVERTIBLE SECURITIES" shall mean any
        evidences of indebtedness, shares or other securities directly or
        indirectly convertible into or exchangeable for Common Stock.

                                    (C) "ADDITIONAL SHARES OF COMMON STOCK"
        shall mean all shares of Common Stock issued (or, pursuant to Section
        5(d)(ii) below, deemed to be issued) by the Corporation after the
        Agreement Date other than the Reserved Employee Shares.

                                    (D) "RIGHTS TO ACQUIRE COMMON STOCK" (or
        "RIGHTS") shall mean all rights issued by the Corporation to acquire
        Common Stock whether by exercise of a warrant, option or similar call,
        or conversion of any existing instruments, in either case for
        consideration fixed, in amount or by formula, as of the date of
        issuance.

                                    (E) "RESERVED EMPLOYEE SHARES" shall mean
        shares of Common Stock issued after the Agreement Date to employees,
        directors or bona fide consultants of the Corporation or any affiliate,
        pursuant to stock purchase or stock option plans or arrangements
        approved by the Corporation's board of directors or shares issued after
        repurchase pursuant to any restricted stock purchase agreement following
        a termination, in an aggregate amount of up to the sum of (i) 16,031,363
        shares of Common Stock, (ii) an additional 1,500,000 shares of Common
        Stock for each twelve month period that begins (each January 31st) after
        the Agreement Date while the Convertible Preferred Stock are outstanding
        and (iii) that number of additional shares of Common Stock equal to 10%
        of the number of shares of Common Stock issued as consideration in an
        acquisition of a business, assets or a legal entity that is permitted
        pursuant to the provisions of the Agreement and is approved by the
        Corporation's board of directors.

                            (ii) Issue of Securities Deemed Issue of Additional
Shares of Common Stock. If the Corporation at any time or from time to time
after the Agreement Date issues (other than pursuant to the Transaction
Documents or the Restructuring Documents) any Options or Convertible Securities
or Rights to Acquire Common Stock, then the maximum number of shares of Common
Stock (as set forth in the instrument relating thereto without regard to any
provision contained therein for a subsequent adjustment of such number) issuable
upon the exercise of such Options, Rights to Acquire Common Stock or, in the
case of Convertible

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Securities, the conversion or exchange of such Convertible Securities, shall be
deemed to be Additional Shares of Common Stock issued as of the time of such
issue; provided, however, that in any such case:

                                    (A) No further adjustment in the Conversion
        Price shall be made upon the subsequent issue of shares of Common Stock
        upon the exercise of such Options, Rights or conversion or exchange of
        such Convertible Securities;

                                    (B) Upon the expiration or termination of
        any unexercised Option, Right or Convertible Security issued or granted
        after the Agreement Date, the Conversion Price shall be adjusted
        immediately to reflect the applicable Conversion Price which would have
        been in effect had such Option, Right or Convertible Security (to the
        extent outstanding immediately prior to such expiration or termination)
        never been issued; and

                                    (C) In the event of any change in the number
        of shares of Common Stock issuable upon the exercise, conversion or
        exchange of any Option, Right or Convertible Security, including, but
        not limited to, a change resulting from the anti-dilution provisions
        thereof, the Conversion Price then in effect shall forthwith be
        readjusted to such Conversion Price as would have been obtained had the
        Conversion Price adjustment that was originally made upon the issuance
        of such Option, Right or Convertible Security which were not exercised
        or converted prior to such change been made upon the basis of such
        change, but no further adjustment shall be made for the actual issuance
        of Common Stock upon the exercise or conversion of any such Option,
        Right or Convertible Security.

                            (iii) Adjustment of Conversion Price upon Issuance
of Additional Shares of Common Stock.

                                    (A) If the Corporation shall at any time
        after the Agreement Date issue Additional Shares of Common Stock
        (including Additional Shares of Common Stock deemed to be issued
        pursuant to Section C(5)(d)(ii) but excluding shares issued as a
        dividend or distribution as provided in Section C(5)(g) or upon a stock
        split or combination as provided in Section C(5)(e)), without
        consideration, or for a consideration per share less than the average
        closing price per share of Common Stock for the ten (10) consecutive
        trading days immediately preceding the date of such issue (the "MARKET
        PRICE"), then and in such event, the Conversion Price shall be reduced,
        concurrently with such issuance, to a price (calculated to the nearest
        cent) determined by multiplying such Conversion Price by a fraction, the
        numerator of which shall be the sum of (A) the number of shares of
        Common Stock outstanding immediately prior to such issuance plus (B) the
        number of shares of Common Stock which the aggregate consideration
        received by the Corporation for the total number of Additional Shares of
        Common Stock so issued would purchase at the Market Price per share of
        Common Stock on the date immediately prior to such issue and the
        denominator of which shall be the sum of (1) the number of shares of
        Common Stock outstanding immediately prior to such issuance plus (2) the
        number of such Additional Shares of Common Stock so issued.

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                                    (B) If the Corporation shall at any time
        after the Agreement Date issue Additional Shares of Common Stock
        (including Additional Shares of Common Stock deemed to be issued
        pursuant to Section C(5)(d)(ii), but excluding shares issued as a
        dividend or distribution as provided in Section C(5)(g) or upon a stock
        split or combination as provided in Section C(5)(e)), for a
        consideration per share less than the Conversion Price (as adjusted) on
        the date of and immediately prior to such issue, then and in such event,
        the Conversion Price shall be reduced, concurrently with such issuance,
        to a price (calculated to the nearest cent) determined by multiplying
        such Conversion Price by a fraction, the numerator of which shall be the
        sum of (A) the number of shares of Common Stock outstanding immediately
        prior to such issuance plus (B) the number of shares of Common Stock
        which the aggregate consideration received by the Corporation for the
        total number of Additional Shares of Common Stock so issued would
        purchase if the amount paid for such shares was equal to the Conversion
        Price and the denominator of which shall be the sum of (1) the number of
        shares of Common Stock outstanding immediately prior to such issuance
        plus (2) the number of such Additional Shares of Common Stock so issued.

                                    (C) If the Corporation shall at any time
        after the Agreement Date issue Additional Shares of Common Stock
        (including Additional Shares of Common Stock deemed to be issued
        pursuant to Section C(5)(d)(ii), but excluding shares issued as a
        dividend or distribution as provided in Section C(5)(g) or upon a stock
        split or combination as provided in Section C(5)(e)), for a
        consideration per share that is less than the Fair Market Value and less
        than the Conversion Price (as adjusted), in each case on the date of and
        immediately prior to such issue, then and in such event, the Conversion
        Price shall be reduced, to equal the lesser of (a) the Conversion Price
        as adjusted pursuant to Section C(5)(d)(iii)(A) or (B) the Conversion
        Price as adjusted pursuant to Section C(5)(d)(iii)(B).

        Notwithstanding the foregoing, the applicable Conversion Price shall not
be reduced if the amount of such reduction would be an amount less than $.01,
but any such amount shall be carried forward and reduction with respect thereto
made at the time of and together with any subsequent reduction which, together
with such amount and any other amount or amounts so carried forward, shall
aggregate $.01 or more. No adjustment of the Conversion Price pursuant to this
Section C(5)(d) shall have the effect of increasing the Conversion Price above
the Conversion Price in effect immediately prior to such adjustment other than
pursuant to a reverse stock split.

                             (iv) Determination of Consideration. For purposes
of this Section C(5)(d), "FAIR MARKET VALUE" of the consideration received by
the Corporation for the issue of any Additional Shares of Common Stock shall be
computed as follows:

                                    (A) Cash and Property. Such consideration
        shall:

                                            (1) insofar as it consists of cash,
               be computed at the aggregate of cash received by the Corporation,
               excluding amounts paid or payable for accrued dividends;

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                                            (2) insofar as it consists of
               property other than cash, be computed at the Fair Market Value
               thereof at the time of such issue, as determined in good faith by
               the Corporation's board of directors with the assistance of
               qualified professionals, as necessary; and

                                            (3) in the event Additional Shares
               of Common Stock are issued together with other shares or
               securities or other assets of the Corporation for consideration
               which covers both, be the proportion of such consideration so
               received, computed as provided in clauses (1) and (2) above, as
               determined in good faith by the Corporation's board of directors.

                                    (B) Options, Rights and Convertible
        Securities. The consideration per share received by the Corporation for
        Additional Shares of Common Stock deemed to have been issued pursuant to
        Section C(5)(d)(ii), relating to Options, Rights and Convertible
        Securities, shall be determined by dividing

                                            (1) the total amount, if any,
               received or receivable by the Corporation as consideration for
               the issue of such Options, Rights or Convertible Securities, plus
               the minimum aggregate amount of additional consideration (as set
               forth in the instruments relating thereto, without regard to any
               provision contained therein for a subsequent adjustment of such
               consideration) payable to the Corporation upon the exercise of
               such Options, Rights or the conversion or exchange of such
               Convertible Securities, by

                                            (2) the maximum number of shares of
               Common Stock (as set forth in the instruments relating thereto,
               without regard to any provision contained therein for a
               subsequent adjustment of such number) issuable upon the exercise
               of such Options, Rights or the conversion or exchange of such
               Convertible Securities.

                      (e) Adjustment for Stock Splits and Combinations. If the
Corporation shall at any time or from time to time after the Agreement Date
effect a subdivision of the outstanding Common Stock, the Conversion Price then
in effect immediately before that subdivision shall be proportionately
decreased. If the Corporation shall at any time or from time to time after the
Agreement Date combine (including pursuant to a reverse stock split) the
outstanding shares of Common Stock, the Conversion Price then in effect
immediately before the combination shall be proportionately increased. Any
adjustment under this paragraph shall become effective at the close of business
on the date the subdivision or combination becomes effective.

                      (f) Adjustment for Certain Dividends and Distributions. In
the event the Corporation at any time or from time to time after the Agreement
Date shall make or issue a dividend or other distribution payable in Additional
Shares of Common Stock, then and in each such event the Conversion Price shall
be decreased as of the time of such issuance, by multiplying such Conversion
Price by a fraction, the numerator of which shall be the total number of shares
of Common Stock outstanding immediately prior to such issuance and the
denominator of which shall be the total number of shares of Common Stock
outstanding

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immediately prior to such issuance plus the number of such Additional Shares of
Common Stock issuable in payment of such dividend or distribution.

                      (g) Adjustments for Other Dividends and Distributions. In
the event the Corporation at any time, or from time to time after the Agreement
Date shall make or issue, a dividend or other distribution payable in securities
of the Corporation (other than shares of Common Stock) or other assets or
properties (including, without limitation, cash dividends), then and in each
such event, provision shall be made so that the holders of the Convertible
Preferred Stock shall receive in addition to the number of shares of Common
Stock receivable upon conversion of the Convertible Preferred Stock, the amount
of securities of the Corporation or other assets or properties that they would
have received had their shares of Convertible Preferred Stock been converted
into Common Stock on the date of such event and had thereafter, during the
period from the date of such event to and including the Conversion Date,
retained such securities or other assets or properties receivable by them as
aforesaid during such period giving application to all adjustments called for
during such period, under this paragraph with respect to the rights of the
holders of the Convertible Preferred Stock; provided that, in the event rights
or benefits under such securities, assets or properties shall terminate prior to
the time that the holder of any shares of Convertible Preferred Stock may elect
to convert such Convertible Preferred Stock into shares of Common Stock, such
amount of securities, assets or properties that the holder would have received
had such holder converted his or her Convertible Preferred Stock immediately
prior to the distribution shall be distributed to the holder of Convertible
Preferred Stock on the date the securities, assets or properties are distributed
to the holders of Common Stock.

                      (h) No Reclassification, Recapitalization, Exchange or
Substitution. The Common Stock issuable upon the conversion of the Convertible
Preferred Stock shall not be changed into the same or a different number of
shares of any class or classes of stock, whether by capital reorganization,
reclassification, recapitalization or otherwise (other than (x) a subdivision or
combination of shares or (y) merger, consolidation or asset sale permitted under
the Agreement and in which at least 90% of the Net Proceeds are applied to the
redemption of the Convertible Preferred Stock until such Convertible Preferred
Stock is redeemed in accordance with the terms of Section 6 hereof and the Notes
are redeemed in accordance with the terms thereof).

                      (i) No Impairment. The Corporation will not, by amendment
of its Certificate of Incorporation or through any reorganization, transfer of
assets, consolidation, merger, dissolution, issue or sale of securities or any
other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms to be observed or performed hereunder by the Corporation, but
will at all times in good faith assist in the carrying out of all the provisions
of this Section C(5) and in the taking of all such action as may be necessary or
appropriate in order to protect the conversion rights of the holders of the
Convertible Preferred Stock against impairment to the extent required hereunder.
Nothing in this Section C(5) shall affect the continued accrual of dividends on
the Convertible Preferred Stock in accordance with the terms of this Certificate
of Designations.

                      (j) Certificate as to Adjustments. Upon the occurrence of
each adjustment or readjustment of the Conversion Price pursuant to this Section
C(5), the Corporation at its expense shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and furnish to each holder, if
any, of Convertible Preferred

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Stock outstanding, a certificate setting forth such adjustment or readjustment
and showing in detail the facts upon which such adjustment or readjustment are
based and shall file a copy of such certificate with its corporate records. The
Corporation shall, upon the reasonable written request of any holder of
Convertible Preferred Stock, furnish or cause to be furnished to such holder a
similar certificate setting forth (i) such adjustments and readjustments, (ii)
the Conversion Price then in effect, and (iii) the number of shares of Common
Stock and the amount, if any, of other property which then would be received
upon the conversion of Convertible Preferred Stock. Despite such adjustment or
readjustment, the shares representing Convertible Preferred Stock, if the same
shall reflect the initial or any subsequent Conversion Price, need not be
changed in order for the adjustments or readjustments to be valid in accordance
with the provisions of this Certificate of Designation, which shall control.

                      (k) Notice of Record Date. In the event:

                             (i) that the Corporation declares a dividend (or
any other distribution) on its Common Stock payable in Common Stock or other
securities of the Corporation;

                             (ii) that the Corporation subdivides or combines
its outstanding shares of Common Stock;

                             (iii) of any reclassification of the Common Stock
of the Corporation (other than a subdivision or combination of its outstanding
shares of Common Stock or a stock dividend or stock distribution thereon);

                             (iv) of any Capital Reorganization; or

                             (v) of the involuntary or voluntary dissolution,
liquidation or winding up of the Corporation;

        THEN the Corporation shall cause to be filed at its principal office,
and shall cause to be mailed to the holders of the Convertible Preferred Stock
at their last addresses as shown on the records of the Corporation, at least ten
(10) days prior to the record date specified in (A) below or twenty (20) days
prior to the date specified in (B) below, a notice stating

                                    (A) the record date of such dividend,
        distribution, subdivision or combination, or, if a record is not to be
        taken, the date as of which the holders of Common Stock of record to be
        entitled to such dividend, distribution, subdivision or combination are
        to be determined, or

                                    (B) the date on which such reclassification,
        Capital Reorganization, dissolution, liquidation or winding up is
        expected to become effective, and the date as of which it is expected
        that holders of Common Stock of record shall be entitled to exchange
        their shares of Common Stock for securities or other property
        deliverable upon such reclassification, Capital Reorganization,
        dissolution or winding up.

                      (l) Limitations on Holder's Right to Convert.

                                    (A) Notwithstanding anything to the contrary
        contained herein, the number of shares of Common Stock that may be
        acquired by the holder upon conversion of any shares of Convertible
        Preferred Stock pursuant to the terms hereof shall not exceed a number
        that, when added to the total number of shares of Common

<PAGE>   11

        Stock deemed beneficially owned by such holder (other than by virtue of
        the ownership of securities or rights to acquire securities that have
        limitations on the holder's right to convert, exercise or purchase
        similar to the limitation set forth herein), together with all shares of
        Common Stock deemed beneficially owned (other than by virtue of the
        ownership of securities or rights to acquire securities that have
        limitations on the right to convert, exercise or purchase similar to the
        limitation set forth herein) by the holder's "affiliates" (as defined in
        Rule 144 of the Act) ("AGGREGATION PARTIES") that would be aggregated
        for purposes of determining whether a group under Section 13(d) of the
        Securities Exchange Act , exists, would exceed 9.99% (or 4.99% to the
        extent the holder of Convertible Preferred Stock so provides in the
        Agreement) of the total issued and outstanding shares of the Common
        Stock (the "RESTRICTED OWNERSHIP PERCENTAGE").

                             (ii) The Holder covenants at all times on each day
(each such day being referred to as a "COVENANT DAY") as follows: During the
balance of such Covenant Day and the succeeding sixty-one (61) days (the balance
of such Covenant Day and the succeeding 61 days being referred to as the
"COVENANT PERIOD") such holder will not acquire shares of Common Stock pursuant
to any right existing at the commencement of the Covenant Period to the extent
the number of shares so acquired by such holder and its Aggregation Parties
(ignoring all dispositions) would exceed:

                              (x) the Restricted Ownership Percentage of the
                              total number of shares of Common Stock
                              outstanding at the commencement of the Covenant
                              Period,

                              minus

                              (y) the number of shares of Common Stock owned by
                              such holder and its Aggregation Parties at the
                              commencement of the Covenant Period.

        A new and independent covenant will be deemed to be given by the holder
as of each moment of each Covenant Day. No covenant will terminate, diminish or
modify any other covenant. The holder agrees to comply with each such covenant.
This Section C(5) controls in the case of any conflict with any other provision
of any other agreement to which the Corporation and the holder may be a party.

               6. Redemption.

                      (a) (i) Mandatory Redemption. On the closing date of any
Change of Control Transaction (the "MANDATORY REDEMPTION DATE"), the Corporation
shall redeem each outstanding share of Convertible Preferred Stock, at a
redemption price per share equal to the lesser of (a) Liquidation Value or (b)
an amount equal to the Change of Control Net Sale Proceeds less the Management
Incentive Payment divided by the number of shares of Convertible Preferred Stock
outstanding (the "REDEMPTION CONVERSION PRICE"). For purposes of the foregoing,
"CHANGE OF CONTROL NET SALE PROCEEDS" shall mean the gross cash proceeds or
other non-cash consideration permitted under the Agreement ("PERMITTED COMMON
STOCK CONSIDERATION") from such Change of Control Transaction, in each case less
the fees of investment bankers and finders, if any, and severance payments paid,
or expected to be paid, to senior management or executive members of the board
of the Corporation not exceeding the maximum amount set forth on Section 2.17(g)
to the Agreement in connection with such Change

<PAGE>   12

of Control Transaction; provided that in the case of a Controlling Equity
Interest Event (as defined herein), the Change of Control Net Sale Proceeds
shall mean an amount necessary to pay the sum of (i) the Liquidation Value of
the Convertible Preferred Stock, (ii) the Management Incentive Payment and (iii)
the aggregate outstanding Face Amount of the Amended Notes, together with
interest and Payments (as defined in the Amended Notes thereon through the date
of repayment and provided, further, that in connection with a Change of Control
Transaction involving a merger or consolidation of the Company with or into
another Person or the merger of another Person with or into the Company, the
gross sale proceeds (as used for purposes of determining the Change of Control
Net Sale Proceeds) shall be determined based upon the value of the aggregate
consideration paid directly or indirectly by or on behalf of such other Person
(or any affiliate thereof), to all holders of the Company's securities
(including, without limitation, holders of Common Stock, PIK Preferred Shares,
the Notes, the Amended Notes and the Warrants), in connection with such
transaction, calculated as if such transaction constituted the acquisition of a
100% interest in the Company without regard to whether such entity was a
stockholder of the Company prior to effecting such transaction. The Corporation
shall not permit a Change of Control Transaction to occur unless the
consideration therefore is payable entirely in cash or Permitted Common Stock
Consideration. In the event that the Change of Control Net Sale Proceeds are
less than the aggregate Liquidation Value of the outstanding Convertible
Preferred Stock (as adjusted for payments made pursuant to Section 6(a)(ii)),
the Corporation shall apply 90% of the Change of Control Net Proceeds to redeem
all outstanding Convertible Preferred Stock pro rata with the balance applied to
cover the Management Incentive Payment. The obligation of the Corporation to
redeem the outstanding Convertible Preferred Stock upon the occurrence of a
Controlling Equity Interest Event shall be deemed a separate contractual
obligation of the Corporation and not merely a term of the Convertible Preferred
Stock and, accordingly, such obligation, if not satisfied in full, shall
constitute a separate unpaid senior unsubordinated debt obligation of the
Corporation. The total amount payable per share of Convertible Preferred Stock
to be redeemed or converted, as applicable (the "REDEEMED SHARES"), on the
Mandatory Redemption Date is hereinafter referred to as the "REDEMPTION PRICE,"
and the payment to be made on the Mandatory Redemption Date for the Redeemed
Shares is hereinafter referred to as the "REDEMPTION PAYMENT." Upon written
notice from the Corporation, to be provided at least twenty (20) Business Days
prior to the Mandatory Redemption Date, and payment in full of the Redemption
Payment, each holder of Convertible Preferred Stock so redeemed shall promptly
surrender to the Corporation, at any place where the Corporation shall maintain
a transfer agent for its Convertible Preferred Stock, certificates representing
the shares so redeemed, duly endorsed in blank or accompanied by proper
instruments of transfer. On the Mandatory Redemption Date, the Corporation shall
deliver to the office of said transfer agent the Redemption Price in full in
cash, on behalf of the person or persons entitled to receive the same or to the
nominee or nominees of such person. The provisions of this Section C(6)(a) shall
only apply to shares of Convertible Preferred Stock not converted into Common
Stock prior to the Mandatory Redemption Date, and nothing herein shall prohibit
a holder of Convertible Preferred Stock from converting its shares at any time
prior to the Mandatory Redemption Date.

        (ii) Mandatory Partial Redemption. On the closing date of any Permitted
Asset Sale, the Corporation shall apply 90% of the Asset Sale Net Sale Proceeds
to redeem on a pro rata basis outstanding shares of Convertible Preferred Stock
at their Liquidation Value with the balance payable to the Management Incentive
Payment. For purposes of the foregoing, "ASSET

<PAGE>   13

SALE NET SALE PROCEEDS" shall mean the gross cash proceeds from such Permitted
Asset Sale, in each case less the fees of investment bankers and finders, if
any, severance payments of senior management associated with such Permitted
Asset Sale not exceeding the maximum amount set forth in Section 2.17(g) to the
Agreement in connection with such Permitted Asset Sale. The Corporation shall
not permit a Permitted Asset Sale to occur unless the consideration therefore is
payable entirely in cash or Permitted Common Stock Consideration. In the event
the value of proceeds payable pursuant to a Permitted Asset Sale shall be less
than $2,500,000, the Corporation shall hold such proceeds in a segregated
account for the benefit of the persons entitled thereto and shall pay such
amounts (together with any interest earned thereon) to such persons upon the
occurrence of an additional Permitted Asset Sale which results in the cumulative
proceeds available for distribution exceed $2,500,000 or upon a Change of
Control Transaction. In no event shall the Corporation accept non-cash
consideration in connection with any Permitted Asset Sale if the value thereof
(determined as provided in the Agreement) is less than $2,500,000.

                      (b) Termination of Rights. Except as otherwise set forth
herein, on and after the Mandatory Redemption Date all rights of any holder of
Convertible Preferred Stock as a holder of Redeemed Shares shall cease and
terminate; and such Redeemed Shares shall no longer be deemed to be outstanding,
whether or not the certificates representing such shares have been received by
the Corporation; except that, if the Corporation defaults in the payment of the
Redemption Payment for any reason, the rights, preferences and privileges of the
holders of Convertible Preferred Stock shall continue to inure to the benefit of
the holders of Convertible Preferred Stock until the Corporation cures such
default.

               7. Status on Conversion or Redemption. Upon any redemption of
shares of the Convertible Preferred Stock and payment in full of the Redemption
Price the shares of Convertible Preferred Stock so converted or redeemed shall
be canceled.

        D. General Provisions.

               1. Notices. Except as otherwise expressly provided, whenever
notices or other communications are required to be made, delivered or otherwise
given to holders of shares of the Convertible Preferred Stock, the notice or
other communication shall be made in writing and shall be by registered or
certified first class mail, return receipt requested, telecopier, courier
service or personal delivery, addressed to the Persons shown on the books of the
Corporation as such holders at the addresses as they appear in the books of the
Corporation, as of a record date or dates determined in accordance with the
Corporation's Amended and Restated Certificate of Incorporation and By-laws and
applicable law, as in effect from time to time. All such notices and
communications shall be deemed to have been duly given: when delivered by hand,
if personally delivered; when delivered by courier, if delivered by commercial
overnight courier service; five (5) Business Days after being deposited in the
U.S. mail, postage prepaid, if mailed; and when receipt is acknowledged verbally
or in writing (but not mechanically), if telecopied.

               2. Certain Remedies. Any registered holder of shares of
Convertible Preferred Stock shall be entitled to an injunction or injunctions to
prevent violations of the provisions of this Certificate of Designation and to
enforce specifically the terms and provisions of this Certificate of Designation
in any court of the United States or any state thereof having jurisdiction, this
being in addition to any other remedy to which such holder may be entitled at
law or in equity. Notwithstanding the foregoing, the observance of any term of
this Certificate of

<PAGE>   14

Designation which benefits only the holders of the Convertible Preferred Stock
may be waived by holders of at least a majority of all issued and outstanding
Convertible Preferred Stock (either generally or in a particular instance and
either retroactively or prospectively).

               3. Invalidity. If any right, preference or limitation of the
Convertible Preferred Stock set forth herein (as amended from time to time) is
invalid, unlawful or incapable of being enforced by reason of any rule or law or
public policy, all other rights, preferences and limitations set forth in this
Certificate of Designation (as so amended) which can be given effect without the
invalid, unlawful or unenforceable right, preference or limitation herein set
forth shall not be deemed dependant upon any other such right, preference or
limitation unless so expressed herein.

               4. Limitation on Indebtedness. For so long as any Convertible
Preferred Stock is outstanding, the Company shall not incur any Indebtedness
other than as contemplated by the Noteholders Agreement.

        E. Definitions. For the purposes of this Certificate of Designation, the
following terms shall have the meanings indicated:

               "AGREEMENT" means the Restructuring Agreement dated February 21,
2001 between the Corporation and the holders set forth on Schedule A thereto.

               "AGREEMENT DATE" means February 21, 2001.


               "AFFILIATE" means any Person who is an "affiliate" as defined in
Rule 12b-2 of the General Rules and Regulations under the Exchange Act.

               "AMENDED AND RESTATED CERTIFICATE OF INCORPORATION" means the
Amended and Restated Certificate of Incorporation, as amended from time to time
(including, without limitation, by any certificate of amendment or certificate
of designation), of the Corporation and/or its Subsidiaries, as the context may
require.

               "BUSINESS DAY" means any day except a Saturday, a Sunday, or
other day on which commercial banks in the State of New York are authorized or
required by law or executive order to close.

               "BY LAWS" means the by-laws, as amended, of the Corporation
and/or its Subsidiaries, as the context may require.

               "CHANGE OF CONTROL TRANSACTION" shall mean the merger or
consolidation of the Company with or into another Person or the merger of
another Person with or into the Company, the sale, lease, transfer or
conveyance, in a transaction or series of transactions, of all or substantially
all the assets of the Company to another Person, the acquisition of beneficial
ownership (as defined in Rule 13d-3 under the Exchange Act without regard to the
60-day exercise period) by any person (as defined in Section 13(d) of the
Exchange Act) together with its affiliates and associates (as each of such terms
are defined in Rule 405 under the Securities Act) of securities constituting in
excess of 50% of the Company's voting power (excluding in all cases beneficial
ownership of Notes, Amended Notes or Warrants to the extent such securities are
not convertible as a result of applicable conversions on limitation contained
therein) (such beneficial ownership, the "CONTROLLING EQUITY INTEREST EVENT")
<PAGE>   15


               "COMMISSION" means the Securities and Exchange Commission or any
similar agency then having jurisdiction to enforce the Securities Act.

               "COMMON STOCK" means the Corporation's Common Stock, par value
$.0001 per share.

               "CONVERSION SHARES" means the validly issued, fully paid and
non-assessable shares of Common Stock of the Corporation that the Convertible
Preferred Stock is convertible into pursuant to Section C(5) of this Certificate
of Designation.

               "GOVERNMENTAL AUTHORITY" means the government of any nation,
state, city, locality or other political subdivision of any thereof, any entity
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government, and any corporation or other entity
owned or controlled, through stock or capital ownership or otherwise, by any of
the foregoing.

               "INCLUDING," when followed by one or more items, means including
but not limited to such items, unless the context clearly requires otherwise.

               "LIQUIDATION VALUE" means, with respect to each share of
Convertible Preferred Stock, an amount equal to the Stated Value per share of
Convertible Preferred Stock plus (x) the Accreted Amount as of such date and (y)
an amount equal to any dividends accrued but not yet not paid under Section
C(2)(b).

               "NASDAQ" means the National Association of Securities Dealers,
Inc. Automated Quotation System.

               "PERMITTED ASSET SALE" means a sale or other disposition by the
Company or any of its Subsidiaries of (whether through sale of assets, sale of
Subsidiary stock, Subsidiary merger or otherwise) one or more individual
business units or lines of business in one or more transactions (i) in which all
or substantially all of the proceeds to the Company or its Subsidiaries consist
of cash (whether payable currently or in the future), equity securities to the
extent contemplated by Section 9.4 of the Agreement or a combination thereof or
(ii) which are approved by the holders of at least a majority of all issued and
outstanding shares of Convertible Preferred Stock; provided, however, that the
net proceeds to the Company and its Subsidiaries of any such sales or other
dispositions shall be applied in accordance with the applicable provisions of
this Certificate of Designations and the Amended Notes.

               "PERSON" means any individual, firm, corporation, limited
liability company, partnership, trust, incorporated or unincorporated
association, joint venture, joint stock company, Governmental Authority or other
entity of any kind, and shall include any successor (by merger or otherwise) of
any such entity.

               "REQUISITE SHAREHOLDER APPROVAL" means the approval by the
stockholders of the Corporation (i) required by the NASDAQ to permit the
increase of authorized capital of the Corporation to allow conversion of all
authorized shares of the Convertible Preferred Stock into Common Stock.

               "SECURITIES ACT" means the Securities Act of 1933, as amended,
and the rules and regulations of the Commission thereunder.

               "STATED VALUE" means $1000 per share for each of the then
outstanding shares of Convertible Preferred Stock.

<PAGE>   16

               "SUBSIDIARY" means, with respect to any Person, a corporation or
other entity of which more than 50% of the voting power of the voting equity
securities or equity interest is owned, directly or indirectly, by such Person.
Unless otherwise qualified, all references to a "Subsidiary" or to
"Subsidiaries" in this Certificate of Designation shall refer to a Subsidiary or
Subsidiaries of the Corporation.

<PAGE>   17


        IN WITNESS WHEREOF, said QUOKKA SPORTS, INC. has caused this Certificate
of Designation of Convertible Preferred Stock to be duly executed by its duly
authorized officer, this 22nd day of February, 2001.


                               QUOKKA SPORTS, INC.


                               By:     /s/ Alvaro Saralegui
                                  ------------------------------------
                                  Name:  Alvaro Saralegui
                                  Title:  President and Chief Executive Officer



<PAGE>   18


                                    EXHIBIT A

                      (TO BE EXECUTED BY REGISTERED HOLDER
                IN ORDER TO CONVERT CONVERTIBLE PREFERRED STOCK)

                                CONVERSION NOTICE
                                       FOR
                 7% SERIES A SENIOR CONVERTIBLE PREFERRED STOCK


        The undersigned, as a holder of _____ shares of 7% Series A Senior
Convertible Preferred Stock (the "CONVERTIBLE PREFERRED STOCK")of QUOKKA SPORTS,
INC. (the "COMPANY"), hereby elects to convert that number of shares of the
Convertible Preferred Stock shown on the next page into shares of Common Stock,
$.0001 par value per share (the "COMMON STOCK"), of the Company according to the
terms of the Certificate of Designation for the Convertible Preferred Stock, as
of the date written below. The undersigned hereby requests that share
certificates for the Common Stock to be issued to the undersigned pursuant to
this Conversion Notice be issued in the name of, and delivered to, the
undersigned or its designee as indicated below. If shares are to be issued in
the name of a person other than the undersigned, the undersigned will pay all
transfer taxes payable with respect thereto. No fee will be charged to the
holder of shares for any conversion, except for transfer taxes, if any.

Conversion Information:             NAME OF HOLDER:
                                                   -----------------------------
                                       By:
                                       -----------------------------------------
                                       Print Name:
                                       Print Title:

                                       Print Address of Holder:

                                       -----------------------------------------

                                       -----------------------------------------

                                       Issue Common Stock to:
                                                             -------------------
                                       at:
                                          --------------------------------------

                                       Electronically transmit and credit Common
                                       Stock to:              at:
                                                --------------   ---------------

                                       -----------------------------------------
                                       Date of Conversion

                                       -----------------------------------------
                                       Applicable Conversion Price

                THE COMPUTATION OF THE NUMBER OF COMMON SHARES TO
                  BE RECEIVED IS SET FORTH ON THE ATTACHED PAGE


<PAGE>   19
Page 2 to Conversion Notice for:
                                ------------------------------------------------
                                               (NAME OF HOLDER)



              COMPUTATION OF NUMBER OF COMMON SHARES TO BE RECEIVED
<TABLE>
<CAPTION>


<S>     <C>                                                          <C>

A.      Number of shares of Convertible Preferred Stock converted:
                                                                      ---------

B.      Accrued, unpaid dividends on the number of shares converted: $
                                                                      ---------

TOTAL DOLLAR AMOUNT CONVERTED (TOTAL OF A + B)                       $
                                                                      --------

                                                                     =========

Conversion Price                                                     $
                                                                      --------

Number of Shares of Common Stock = Total dollar amount converted =   $
                                   -----------------------------      --------
                                            Conversion Price         $
                                                                      --------
Number of shares of Common Stock =
                                  ------------------------
</TABLE>

If the conversion is not being settled by DTC, please issue and deliver _____
certificate(s) for shares of Common Stock in the following amount(s):


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Please issue and deliver _____ new certificate(s) representing shares of
Convertible Preferred Stock in the following amounts:

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