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                                                                    EXHIBIT 3.4


                              ARTICLES OF AMENDMENT

                                       TO
                            ARTICLES OF INCORPORATION
                                       FOR
                              STAN LEE MEDIA, INC.


        STAN LEE MEDIA, INC., a Colorado corporation (the "Corporation"),
pursuant to the provisions of Section 7-106-102 of the Business Corporation Act
of the State of Colorado, does hereby amend its Articles of Incorporation
("Articles of Incorporation"), and for that purpose, submits the following
statements:

A. The name of the corporation is STAN LEE MEDIA, INC.

B. The Articles of Incorporation are hereby amended to add a new paragraph E to
Article THIRD of the Articles of Incorporation to fix the designation and
preferences and relative, participating, optional and other special rights, and
qualifications, limitations and restrictions, of a series of preferred stock of
the Corporation consisting of 4,000 shares of preferred stock, no par value, to
be designated "Series B 4% Cumulative Convertible Preferred Stock", which such
new paragraph E shall read in its entirety as follows:

        1. DESIGNATION AND ISSUANCE. The Corporation designates 4,000 shares
(the "Preferred Shares") of preferred stock as "Series B 4% Cumulative
Convertible Preferred Stock" (the "Preferred Stock"), which shares shall have
the preferences and relative, participating, optional and other special rights,
and qualifications, limitations and restrictions set forth below. Each of such
Preferred Shares shall rank equally in all respects. The Preferred Shares shall
be issued by the Corporation pursuant to a Preferred Stock Investment Agreement,
dated on or about the date hereof ("Investment Agreement") between the
Corporation and the initial subscriber or subscribers for the Preferred Shares
thereunder (collectively, the "Subscriber"). Capitalized terms used herein and
not otherwise defined shall have the meanings ascribed thereto in the Investment
Agreement.


        2. DIVIDENDS.

           (a) Cumulative. The holders of the Preferred Shares shall be entitled
to receive cumulative dividends at the per share rate of four percent (4%) of
the Liquidation Preference (as defined below) of each Preferred Share, per annum
accruing daily and compounded quarterly on March 31, June 30, September 30 and
December 31 of each year (each a "Dividend Payment Date") commencing with the
first Dividend Payment Date occurring after the original issuance date of such
share, in preference and priority to any payment of any dividend on the Common
Stock (as defined below) or any other class or series of equity security of the
Corporation. Such dividends shall accrue on any given share from the most recent
date on which a dividend has been paid with respect to such share, or if no
dividends have been paid, from the date of the original issuance of such share,
and such dividends shall accrue from day to day whether or not declared, based
on the actual number of days elapsed. If at any time dividends on the


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Stan Lee Media, Inc.                                                    Page 2


outstanding Preferred Shares at the rate set forth above shall not have been
paid or declared and set apart for payment with respect to all preceding
periods, the amount of the deficiency shall be fully paid or declared and set
apart for payment, but without interest, before any distribution, whether by way
of dividend or otherwise, shall be declared or paid upon or set apart for the
shares of any other class or series of equity security of the Corporation. For
so long as any Preferred Shares are outstanding, the Corporation shall not pay
any dividends on any shares of Common Stock or any shares of any other capital
stock, or repurchase any shares of Common Stock or capital stock, without having
received the written consent of two-thirds in interest of the holders of
Preferred Shares, except as otherwise provided herein or in the Investment
Agreement or Registration Rights Agreement (as defined below).

           (b) PIK Payment or Cash Payment. Any dividend payable on the
outstanding Preferred Shares shall be paid by adding the amount thereof to the
Liquidation Preference (as defined below) of such Preferred Shares. Upon the
payment of dividends as required by the immediately preceding sentence, such
dividends will be deemed paid in full. Notwithstanding the foregoing, the
Corporation may pay dividends in cash if on twenty (20) Trading Days' (as
defined below) prior written notice (which such notice may not be revoked during
such 20-Trading Day period), it informs the holders of the Preferred Shares of
its election to pay cash dividends. Following notice of payment of cash
dividends by the Corporation, all dividends on the Preferred Shares shall be
paid in cash, until such time as the Corporation provides twenty (20) Trading
Days' written notice (which such notice may not be revoked during such
20-Trading Day period) to the holders of Preferred Shares of its election to pay
dividends in-kind.


        3. LIQUIDATION PREFERENCE. In the event of any liquidation, dissolution
or winding up of the Corporation, either voluntary or involuntary, the holders
of the Preferred Shares shall be entitled to receive, out of the assets of the
Corporation available for distribution to stockholders, prior and in preference
to any distribution of any assets of the Corporation to the holders of any other
class or series of equity securities, the amount of $1,000 per share plus (i)
dividends added to the Liquidation Preference in accordance with Section 2(b)
above; (ii) all accrued but unpaid dividends; and (iii) all "Monthly Delay
Payments" payable under the Registration Rights Agreement (the "Liquidation
Preference"). The foregoing shall not affect any rights which holders of
Preferred Shares may have with respect to any requirement that the Corporation
repurchase the Preferred Shares or for any right to monetary damages.

        4. [INTENTIONALLY OMITTED].

        5. CONVERSION. Each holder of the Preferred Shares shall have the right
at any time and from time to time, at the option of such holder, to convert any
or all Preferred Shares held by such holder for such number of fully paid,
validly issued and nonassessable shares ("Common Shares") of common stock, no
par value, of the Corporation ("Common Stock"), free and clear of any liens,
claims or encumbrances, as is determined by dividing (i) the Liquidation
Preference times the number of Preferred Shares being converted (the "Conversion
Amount"), by (ii) the applicable Conversion Price determined as hereinafter
provided in effect on the Conversion Date (subject to the limitations set forth
in this Section 5). Immediately following such conversion,


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Stan Lee Media, Inc.                                                    Page 3



the rights of the holders of converted Preferred Shares shall cease and the
persons entitled to receive the Common Shares upon the conversion of Preferred
Shares shall be treated for all purposes as having become the owners of such
Common Shares, subject to the rights provided herein to holders.

           (a) Mechanics of Conversion. To convert Preferred Shares into Common
Shares, the holder shall give written notice ("Conversion Notice") to the
Corporation in the form of page 1 of Exhibit A hereto (which Conversion Notice
may be given by facsimile transmission) no later than the Conversion Date
stating that such holder elects to convert the same and shall state therein the
number of Preferred Shares to be converted and the name or names in which such
holder wishes the certificate or certificates for Common Shares to be issued
(the conversion date specified in such Conversion Notice shall be referred to
herein as the "Conversion Date"). Either simultaneously with the delivery of the
Conversion Notice, or within one (1) Trading Day (as defined below) thereafter,
the holder shall deliver (which also may be delivered by facsimile transmission)
page 2 to Exhibit A hereto indicating the computation of the number of Common
Shares to be received. As soon as possible after delivery of the Conversion
Notice, such holder shall surrender the certificate or certificates representing
the Preferred Shares being converted, duly endorsed, at the office of the
Corporation or, if identified in writing to all the holders by the Corporation,
at the offices of any transfer agent for such shares. The Corporation shall,
within three (3) Trading Days of receipt of such Conversion Notice, issue and
deliver to or upon the order of such holder, against delivery of the
certificates representing the Preferred Shares which have been converted, a
certificate or certificates for the number of Common Shares to which such holder
shall be entitled (with the number of and denomination of such certificates
designated by such holder), and the Corporation shall immediately issue and
deliver to such holder a certificate or certificates for the number of Preferred
Shares (including any fractional shares) which such holder has not yet elected
to convert hereunder but which are evidenced in part by the certificate(s)
delivered to the Corporation in connection with such Conversion Notice. The
Corporation shall effect such issuance of Common Shares (and certificates for
unconverted Preferred Shares) within three (3) Trading Days of the Conversion
Date and shall transmit the certificates by messenger or overnight delivery
service to reach the address designated by such holder within three (3) Trading
Days after the receipt of such Conversion Notice ("T+3"). If certificates
evidencing the Common Shares are not received by the holder within five (5)
Trading Days of the Conversion Notice, then the holder will be entitled to
revoke and withdraw its Conversion Notice, in whole or in part, at any time
prior to its receipt of those certificates. In lieu of delivering physical
certificates representing the Common Shares issuable upon conversion of
Preferred Shares, 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 best efforts
to cause its transfer agent to electronically transmit the Common Shares
issuable upon conversion or exercise to the holder, by crediting the account of
the 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 conversion pursuant to
this Section 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 Shares 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.



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Stan Lee Media, Inc.                                                    Page 4


               The Corporation's obligation to issue Common Shares upon
conversion of Preferred Shares shall be absolute, is independent of any covenant
of any holder of Preferred Shares, and shall not be subject to: (i) any offset
or defense; or (ii) any claims against the holders of Preferred Shares whether
pursuant to this Certificate, the Investment Agreement, the Registration Rights
Agreement, the Warrants (as defined in the Investment Agreement) or otherwise.

           (b) Determination of Conversion Price and Certain Conversion
Restrictions.

               (i) Definitions.

                "Closing Date" shall have the meaning ascribed thereto in the
        Investment Agreement.

                "Conversion Price" shall mean either the Fixed Price or the
        Variable Price, as applicable, at which Preferred Shares are converted
        hereunder as of a certain date.

                "Effective Date" shall mean the date on which the Registration
        Statement is declared effective by the SEC (as such terms are defined in
        the Registration Rights Agreement).

                "Fixed Price" shall mean 101% of the Market Price on the Closing
        Date (as may be adjusted for any stock splits, stock dividends,
        combinations and certain stock issuances and other circumstances as
        provided in Section 5(c) below).

                "Floor Price" shall mean $11.00 (as may be adjusted for any
        stock splits, stock dividends, combinations and certain stock issuances
        and other circumstances as provided in Section 5(c) below).

                "Market Price" shall mean the lowest closing bid price of the
        Common Stock recorded on the Principal Market for the five (5) Trading
        Days immediately preceding the date as of which the Market Price is
        being determined (such 5-day period hereinafter referred to as the
        "Purchase Price Period").

                "Principal Market" shall mean the Nasdaq Small-Cap Market or
        such other market or exchange on which the Common Stock is then
        principally traded.

                "Set Price Date" shall mean the date which is eighteen (18)
        months following the Effective Date, provided that such date shall be
        extended by 1.5 days for each day that there is no Effective
        Registration after the 90th day (120th day in the event of full SEC
        review of the Registration Statement) following the Closing Date.

                "Trading Day" shall mean a day on which there is trading on the
        Principal Market.

                "Variable Price" shall mean 83% of the Market Price, provided,
        however, that if for the thirty (30) consecutive Trading Day period
        immediately preceding the first


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Stan Lee Media, Inc.                                                    Page 5


        day of any calendar month the actual average daily trading volume of
        shares of Common Stock traded publicly on the Principal Market exceeds
        40,000 shares (excluding block trades equal to or greater than 10,000
        shares) ("Trading Minimum"), then such 83% figure shall be increased,
        for the duration of such calendar month only, by two percentage points
        (2%) for each full 10,000 shares by which such actual average daily
        trading volume exceeds the Trading Minimum, and provided, further, that
        notwithstanding the previous proviso, in no event shall such 83% figure
        be increased above 89%.

                (ii) Determination of Conversion Price. The Conversion Price
        applicable with respect to the Preferred Shares shall be as follows:

                        (A) Beginning on the Closing Date and up until but not
                including the Set Price Date, the Conversion Price shall be the
                lesser of the Fixed Price or the Variable Price; and

                        (B) Beginning on the Set Price Date and at all times
                thereafter, the Conversion Price shall be the Conversion Price
                determined as of the Set Price Date (as may be adjusted for any
                stock splits, stock dividends, combinations and certain stock
                issuances and other circumstances as provided in Section 5(c)
                below, the "Set Price"); provided, however, that in the event
                that the conditions contained in clauses (A) through (D) of
                Section 5(i)(4) below are not satisfied or existing at any time
                on or after the Set Price Date, the Conversion Price shall be
                the lesser of the Fixed Price or the Variable Price.

                (iii) Conversion Restriction. Subject to the provisions of this
        paragraph (iii), in the event that any Preferred Shares may be converted
        hereunder at a Conversion Price which is less than the Fixed Price, the
        Corporation may limit the number of Preferred Shares each of Elliott and
        Westgate may convert in the future to 200 Preferred Shares each for each
        calendar month (or a pro rata portion thereof for any transferees of
        Preferred Shares from such Subscriber) (the "Restriction Amount"), by
        delivering a written notice ("Restriction Notice") to all holders of
        Preferred Shares stating that such restriction is in effect, provided
        that notwithstanding the Conversion Price determination set forth in
        subsection (ii) above, any holder shall have the right to convert at the
        Fixed Price any amount of Preferred Shares held by such holder without
        regard to the Restriction Amount contained herein. Notwithstanding
        anything contained herein, the restriction contained in this paragraph
        shall not apply (a) for any month if the closing sale price of the
        Common Stock (as reported on the Principal Market) on any Trading Day
        occurring in such month is 120% greater than the applicable Conversion
        Price on such day, (b) for any conversions occurring after any
        announcement, as pending or planned, of a transaction or event referred
        to in Section 5(m) below until such time as such transaction or event is
        abandoned or no longer expected to occur, (c) for any conversions
        occurring after any of the conditions contained in clauses (A) through
        (D) of Section 5(i)(4) below are not satisfied or existing, (d) for any
        conversions occurring after the Fixed Price again becomes the applicable


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Stan Lee Media, Inc.                                                    Page 6


        Conversion Price (provided that this paragraph shall again apply if the
        applicable Conversion Price is the Variable Price), or (e) at any time
        at which any of the Corporation's Series A Six Percent (6%) Convertible
        Notes are outstanding or any of the Corporation's securities which were
        or are issued in an MFN Transaction or Variable Rate Transaction (as
        such terms are defined in the Investment Agreement), or any other
        transaction in which shares of Common Stock have been or may be issued
        at (i) a 20% or greater effective discount to market to a Strategic
        Investor or (ii) a 5% or greater effective discount to market to any
        other investor, are outstanding. Notwithstanding anything contained
        herein or any previous conversions of Preferred Shares, in the event the
        Company at any time or from time to time delivers a Forced Redemption
        Notice pursuant to Section 5(i)(3) below, each holder of Preferred
        Shares may in the aggregate convert at least up to the number of shares
        subject to redemption specified in the Forced Redemption Notice at any
        time and from time to time from delivery of such notice until such
        holder's receipt of the Forced Redemption Price for such Preferred
        Shares being redeemed, if any remaining. Any holder of Preferred Shares,
        by written notice to the Corporation, may reduce the Restriction Amount
        applicable to it for any month or months and apply the amount of such
        reduction to another holder or holders of Preferred Shares for such
        month(s) such that such other holder's or holders' Restriction Amount
        for such month(s) shall be increased by the amount so applied.

                (iv) Cash Conversion Option. Subject to the provisions of this
        paragraph (iv), in the event that on any Trading Day the applicable
        Conversion Price on such day is less than the Floor Price, the
        Corporation may honor future conversions of Preferred Shares by
        redeeming some or all of such Preferred Shares submitted for conversion
        in cash at the Cash Redemption Price (as defined below) by delivering a
        written notice ("Cash Conversion Notice") to all holders of Preferred
        Shares stating the Corporation's election to honor future conversions by
        redemption pursuant to the terms of this Section 5(b)(iv) and specifying
        the percentage of such Preferred Shares submitted for conversion which
        will be redeemed upon each conversion; provided, however, that (a) such
        Cash Conversion Notice may only be delivered within five (5) Trading
        Days following a Trading Day on which the applicable Conversion Price is
        less than the Floor Price, and (b) such election shall take effect
        exactly five (5) Trading Days after receipt of the Cash Conversion
        Notice and shall continue thereafter until five (5) Trading Days after
        the Corporation delivers a written notice ("Withdrawal Notice") to all
        holders of Preferred Shares stating that the Corporation will no longer
        honor conversion of Preferred Shares through cash redemption in whole or
        in part, as the case may be (such period of cash redemptions being
        hereinafter referred to as the "Cash Redemption Period"). Upon any
        conversion of Preferred Shares during the Cash Redemption Period, the
        Corporation shall (i) redeem the portion of Preferred Shares submitted
        for conversion subject to redemption (as specified in the Cash
        Conversion Notice) by paying the holder thereof the Cash Redemption
        Price within two (2) Trading Days following the date which would have
        been the Conversion Date pursuant to the applicable Conversion Notice
        and (ii) convert the remaining portion of the Preferred Shares submitted
        for




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Stan Lee Media, Inc.                                                    Page 7



        conversion into Common Shares on the Conversion Date pursuant to the
        provisions of Section 5(a) above. In the event that any such holder does
        not receive such Cash Redemption Price within such two (2) Trading Days,
        then the amount so due shall accrue interest daily at a rate of 20% per
        annum. In addition to and not in lieu of such interest accrual, if such
        holder does not receive such Cash Redemption Price within five (5)
        Trading Days following such Conversion Date, then such holder shall have
        the right at any time thereafter, at the holder's option, to either (1)
        sell to the Corporation any or all of its Preferred Shares then held by
        such holder at the Mandatory Repurchase Price (as defined in the
        Registration Rights Agreement), or (2) force the Corporation to convert
        the Preferred Shares submitted for conversion into Common Shares
        pursuant to the provisions of Section 5(a) above. If at any time during
        the Cash Redemption Period, the Conversion Price in effect (or which
        would be in effect but for this paragraph) exceeds the Floor Price, any
        holder may, at the option of such holder, terminate the Cash Redemption
        Period, with respect to such holder only, upon five (5) Trading Days'
        written notice to the Corporation, and the Corporation shall again be
        obligated to convert the Preferred Shares submitted for conversion by
        such holder into Common Shares pursuant to the provisions of Section
        5(a) above at any time after such fifth (5th) Trading Day. For
        clarification purposes, any Preferred Shares submitted for conversion
        during the five (5) Trading Day period immediately following delivery of
        a Cash Conversion Notice shall be converted into Common Shares as
        provided in Section 5(a) hereof, and any Preferred Shares submitted for
        conversion during the five (5) Trading Day period immediately following
        delivery of a Withdrawal Notice shall be redeemed for cash as and to the
        extent provided in this paragraph. The "Cash Redemption Price" shall
        mean the amount equal to (x) the value of one share of Common Stock
        (based on the closing price of the Common Stock on the Principal Market
        on the date which would have been the Conversion Date had the conversion
        occurred in the normal course pursuant to Section 5(a) hereof), times
        (y) the number of shares of Common Stock that the holder would have
        received had the conversion occurred in the normal course pursuant to
        Section 5(a) hereof but are being redeemed instead.

           (c) Stock Splits; Dividends; Adjustments.

                (i) If the Corporation or any subsidiary of the Corporation, at
        any time while the Preferred Shares are outstanding (A) shall pay a
        stock dividend or otherwise make a distribution or distributions on any
        equity securities (including instruments or securities convertible into
        or exchangeable for such equity securities) in shares of Common Stock,
        (B) subdivide outstanding Common Stock into a larger number of shares,
        or (C) combine outstanding Common Stock into a smaller number of shares,
        then each Affected Conversion Price (as defined below) shall be
        multiplied by a fraction, the numerator of which shall be the number of
        shares of Common Stock outstanding before such event and the denominator
        of which shall be the number of shares of Common Stock outstanding after
        such event. Any adjustment made pursuant to this Section 5(c)(i) shall
        become effective immediately after the record date for the determination
        of stockholders


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Stan Lee Media, Inc.                                                    Page 8



        entitled to receive such dividend or distribution and shall become
        effective immediately after the effective date in the case of a
        subdivision or combination.

                As used herein, the Affected Conversion Prices (each an
        "Affected Conversion Price") shall refer to: (i) the Fixed Price; (ii)
        the Floor Price; (iii) the Set Price; and (iv) each reported closing bid
        price for the Common Stock on the Principal Market occurring on any
        Trading Day included in the Purchase Price Period, which Trading Day
        occurred before the record date in the case of events referred to in
        clause (A) of this subparagraph 5(c)(i) and before the effective date in
        the case of the events referred to in clauses (B) and (C) of this
        subparagraph 5(c)(i).

                (ii) In the event that the Corporation or any subsidiary of the
        Corporation issues or sells any Common Stock or securities which are
        convertible into or exchangeable for its Common Stock (other than
        Preferred Shares), or any warrants or other rights to subscribe for or
        to purchase or any options for the purchase of its Common Stock (other
        than shares or options issued or which may be issued pursuant to (i) the
        Corporation's current or future employee or director stock option plans
        or shares issued upon exercise of options, warrants or rights
        outstanding on the date of the Investment Agreement and listed in the
        Corporation's most recent periodic report filed under the Securities
        Exchange Act of 1934, as amended, or (ii) arrangements with all the
        holders of Preferred Shares) at an effective purchase price per share
        which is less than the greater of (1) the closing sale price per share
        of the Common Stock on the Principal Market on the Trading Day next
        preceding such issue or sale or, in the case of issuances to holders of
        its Common Stock, the date fixed for the determination of stockholders
        entitled to receive such warrants, rights, or options ("Fair Market
        Price") or (2) the Fixed Price (or the Set Price if the Set Price is the
        applicable Conversion Price at such time), then in each such case, the
        Fixed Price (or the Set Price if the Set Price is the applicable
        Conversion Price at such time) and the Floor Price in effect immediately
        prior to such issue or sale or record date, as applicable, shall be
        reduced effective concurrently with such issue or sale to an amount
        determined by multiplying the Fixed Price, Set Price or Floor Price (as
        applicable) then in effect by a fraction, (x) the numerator of which
        shall be the sum of (1) the number of shares of Common Stock and
        Convertible Securities (as defined below) outstanding immediately prior
        to such issue or sale, plus (2) the number of shares of Common Stock
        which the aggregate consideration received by the Corporation for such
        additional shares would purchase at such Fixed Price, Set Price or Fair
        Market Price, as the case may be; and (y) the denominator of which shall
        be the number of shares of Common Stock and Convertible Securities (as
        defined below) of the Corporation outstanding immediately after such
        issue or sale.

                For purposes of the preceding paragraph, in the event that the
        effective purchase price is less than both the Fair Market Price and the
        Fixed Price (or the Set Price if the Set Price is the applicable
        Conversion Price at such time), then the calculation method which yields
        the greatest downward adjustment in the Conversion Price shall be used.



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Stan Lee Media, Inc.                                                    Page 9


                For the purposes of the foregoing adjustment, in the case of the
        issuance of any convertible securities, warrants, options or other
        rights to subscribe for or to purchase or exchange for, shares of Common
        Stock ("Convertible Securities"), the maximum number of shares of Common
        Stock issuable upon exercise, exchange or conversion of such Convertible
        Securities shall be deemed to be outstanding, and the aggregate
        consideration received by the Corporation for the issuance or sale of
        such Convertible Securities shall be deemed to include any consideration
        that would be received by the Corporation in connection with the
        exercise, exchange or conversion of such Convertible Securities,
        provided that no further adjustment shall be made upon the actual
        issuance of Common Stock upon exercise, exchange or conversion of such
        Convertible Securities.

                (iii) If the Corporation or any subsidiary of the Corporation,
        at any time while the Preferred Shares are outstanding, shall distribute
        to all holders of Common Stock evidences of its indebtedness or assets
        or cash or rights or warrants to subscribe for or purchase any security
        of the Corporation or any of its subsidiaries (excluding those referred
        to in Sections 5(c)(i) or 5(c)(ii) above), then concurrently with such
        distributions to holders of Common Stock, the Corporation shall
        distribute to holders of the Preferred Shares the amount of such
        indebtedness, assets, cash or rights or warrants which the holders of
        Preferred Shares would have received had they converted all their
        Preferred Shares into Common Shares immediately prior to the record date
        for such distribution.

                (iv) Whenever the Conversion Price is adjusted pursuant to
        Section 5(c)(i), (ii) or (iii), the Corporation shall promptly mail to
        each holder of the Preferred Shares a notice setting forth the
        Conversion Price after such adjustment and setting forth a brief
        statement of the facts requiring such adjustment.

                (v) All calculations under this Section 5(c) shall be made to
        the nearest cent or to the nearest 1/100 of a share, as the case may be.

                (vi) No adjustment in the Conversion Price shall reduce the
        Conversion Price below the then par value of the Common Stock.

                (vii) The Corporation from time to time may reduce the
        Conversion Price by any amount for any period of time if the period is
        at least 20 Trading Days and if the reduction is irrevocable during the
        period. Whenever the Conversion Price is reduced, the Corporation shall
        facsimile and mail to the holders of Preferred Shares a notice of the
        reduction. The Corporation shall facsimile and mail, first class,
        postage prepaid, the notice at least 15 days before the date the reduced
        Conversion Price takes effect. The notice shall state the reduced
        Conversion Price and the period it will be in effect. A reduction of the
        Conversion Price does not change or adjust the Conversion Price
        otherwise in effect for purposes of Section 5(c)(i), (ii), or (iii).



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Stan Lee Media, Inc.                                                    Page 10



           (d) Notice of Record Date. In the event of any taking by the
Corporation of a record date of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend or other distribution, any security or right convertible into or
entitling the holder thereof to receive additional Common Shares, or any right
to subscribe for, purchase or otherwise acquire any shares of stock of any class
or any other securities or property, or to receive any other right, the
Corporation shall deliver to each holder of Preferred Shares at least 20 days
prior to the date specified therein, a notice specifying the date on which any
such record is to be taken for the purpose of such dividend, distribution,
security or right and the amount and character of such dividend, distribution,
security or right.

           (e) Issue Taxes. The Corporation shall pay any and all issue,
documentary, stamp and other taxes, excluding any income, franchise or similar
taxes, that may be payable in respect of any issue or delivery of Common Shares
on conversion of Preferred Shares pursuant hereto. However, the holder of any
Preferred Shares shall pay any tax that is due because the Common Shares
issuable upon conversion thereof are issued in a name other than such holder's
name.

           (f) Reservation of Stock Issuable upon Conversion. The Corporation
shall at all times reserve and keep available out of its authorized but unissued
Common Stock, solely for the purposes of effecting the conversion of the
Preferred Shares, an amount of Common Shares equal to 200% of the number of
shares issuable upon conversion of the Preferred Shares at the then applicable
Conversion Price (regardless of any limitations or restrictions set forth
herein). The Corporation promptly will take such corporate action as may, in the
opinion of its outside counsel, be necessary to increase its authorized but
unissued shares of Common Stock to such number of shares as shall be sufficient
for such purpose, including without limitation engaging in best efforts to
obtain the requisite stockholder approval.

           (g) Fractional Shares. No fractional shares shall be issued upon the
conversion of any Preferred Shares. All Common Shares (including fractions
thereof) issuable upon conversion of more than one Preferred Share by a holder
thereof and all Preferred Shares issuable upon the purchase thereof shall be
aggregated for purposes of determining whether the conversion and/or purchase
would result in the issuance of any fractional share. If, after the
aforementioned aggregation, the conversion and/or purchase would result in the
issuance of a fraction of a share of Common Stock, the Corporation shall, in
lieu of issuing any fractional share, either round up the number of shares to
the next highest whole number or, at the Corporation's option, pay the holder
otherwise entitled to such fraction a sum in cash equal to the fair market value
of such fraction on the Conversion Date (as determined in good faith by the
Board of Directors of the Corporation).

           (h) Reorganization, Merger or Going Private. In case of any
reorganization or any reclassification of the capital stock of the Corporation
or any consolidation or merger of the Corporation with or into any other
corporation or corporations or a sale or transfer of all or substantially all of
the assets of the Corporation to any other person or a "going private"
transaction under Rule 13e-3 promulgated pursuant to the Exchange Act, then, as
part of such reorganization, consolidation, merger, or transfer if the holders
of shares of Common Stock receive any publicly traded securities as part or all
of the consideration for such reorganization, consolidation, merger or sale,
then it shall be a condition precedent of any such event or transaction that
provision shall be made such that each Preferred Share shall thereafter be



<PAGE>   11
Stan Lee Media, Inc.                                                    Page 11



convertible into such new securities at a conversion price and pricing formula
which places the holders of Preferred Shares in an economically equivalent
position as they would have been if not for such event. In addition to the
foregoing, if the holders of shares of Common Stock receive any non-publicly
traded securities or other property or cash as part or all of the consideration
for such reorganization, consolidation, merger or sale, then such distribution
shall be treated to the extent thereof as a distribution under Section 5(c)
above and such Section shall also apply to such distribution.

           (i) Automatic Conversion, Forced Conversion and Forced Redemption.

                (1) Automatic Conversion. Subject to Subsections 5(i)(4) and
        5(i)(5) below, on the third (3rd) anniversary of the Closing Date (the
        "Automatic Conversion Date"), all the Preferred Shares shall be
        automatically converted into Common Shares as of the Automatic
        Conversion Date at the Conversion Price in effect on such date;
        provided, however, that such Automatic Conversion Date shall be
        deferred, at the sole option of a holder of Preferred Shares, for up to
        such number of days as is equal to 1.5 times the number of days (A)
        there is a lack of Effective Registration (as defined in the Investment
        Agreement) after the 90th day (120th day in the event of full SEC review
        of the Registration Statement) following the Closing Date; (B) there is
        not a sufficient amount of Common Stock available for conversion of all
        outstanding Preferred Shares and exercise of all outstanding Warrants,
        (C) for any other reason the Corporation refuses or announces its
        refusal to honor conversion of Preferred Shares or exercise of
        outstanding Warrants, or (D) for any other reason there is a suspension,
        restriction or limitation in the ability of holders of Preferred Shares
        to sell Common Shares received upon conversion of Preferred Shares or
        exercise of the Warrants pursuant to the prospectus included in the
        Registration Statement (as defined in the Registration Rights
        Agreement).

                (2) Forced Conversion. Subject to Subsections 5(i)(4) and
        5(i)(5) below, in the event that (A) the Market Price equals or exceeds
        182% times the closing sale price of the Common Stock (as reported by
        Nasdaq) on the Trading Day next preceding the Closing Date ("Closing
        Price") for any ten (10) consecutive Trading Days after the Effective
        Date of the Registration Statement, and (B) the actual average daily
        trading volume for such 10-Trading Day period (as reported by Nasdaq
        excluding block trades) exceeds the Trading Minimum, the Corporation
        shall have the right to compel holders of Preferred Shares (on a pro
        rata basis) to convert all or a portion of their Preferred Shares at the
        Conversion Price in effect on the conversion date selected by the
        Corporation; provided, however, that (1) the Corporation shall provide
        at least thirty (30) Trading Days prior written notice to all holders of
        Preferred Shares of its election hereunder, specifying the conversion
        date ("Forced Conversion Date") and the number of Preferred Shares to be
        converted, (2) there shall be Effective Registration at the time of such
        election notice and all times thereafter through and including the
        Forced Conversion Date, and (3) holders of Preferred Shares may continue
        to convert any or all of their Preferred Shares after receiving the
        Corporation's election notice under this Section 5(i)(2). Such forced
        conversion shall be subject to and governed by all the provisions
        relating to voluntary conversion of the Preferred Shares contained
        herein.



<PAGE>   12
Stan Lee Media, Inc.                                                    Page 12



                (3) Forced Redemption. Subject to Subsection 5(i)(4) below,
        after the Effective Date of the Registration Statement, the Corporation
        shall have the right to redeem all or a portion of the outstanding
        Preferred Shares (on a pro rata basis) at a redemption price ("Forced
        Redemption Price") equal to the greater of (A) 135% of the Liquidation
        Preference of the Preferred Shares being redeemed or (B) the Liquidation
        Preference for the Preferred Shares being redeemed divided by the then
        applicable Conversion Price multiplied by the closing sale price of the
        Common Stock (as reported by Nasdaq) on the Trading Day next preceding
        the Forced Redemption Date (as defined below); provided, however, that
        (1) the Corporation shall provide at least thirty (30) Trading Days
        prior written notice ("Forced Redemption Notice") to all holders of its
        election hereunder, specifying the redemption date ("Forced Redemption
        Date") and the number of shares to be redeemed, (2) there shall be
        Effective Registration at all times at least thirty (30) Trading Days
        prior to such election notice and all times thereafter through and
        including the Forced Redemption Date, and (3) holders of Preferred
        Shares may continue to convert any or all of their Preferred Shares
        after receiving the Corporation's redemption election notice under this
        Section 5(i)(3) up until the Forced Redemption Date. If any holder does
        not receive the Forced Redemption Price on the Forced Redemption Date,
        then such holder shall have the right at any time and from time to time
        thereafter, at the holder's option, to either (1) sell to the
        Corporation any or all of its Preferred Shares then held by such holder
        at the Forced Redemption Price plus accrued interest thereon from the
        Forced Redemption Date until such holder's receipt of the Forced
        Redemption Price at a rate of 20% per annum, or (2) force the
        Corporation to convert any or all of the Preferred Shares held by such
        holder into Common Shares pursuant to the provisions of Section 5(a)
        above.

                (4) Notwithstanding the preceding subsections (1), (2) and (3),
        no holder of Preferred Shares shall be obligated to convert or redeem
        any Preferred Shares held by such holder on the applicable Automatic
        Conversion Date, Forced Conversion Date or Forced Redemption Date, as
        the case may be, unless and until each of the following conditions has
        been satisfied or exists, each of which shall be a condition precedent
        to any such automatic conversion, forced conversion or forced redemption
        (waivable by any holder with respect to such holder's Preferred Shares):

                        (A) no material default or breach exists which has not
                been cured, and no event shall have occurred which constitutes
                (or would constitute with notice or the passage of time or both)
                a material default or breach of the Investment Agreement, the
                Registration Rights Agreement, or these Articles of Amendment,
                which has not been cured;

                        (B) none of the events described in clauses (i) through
                (iv) of Section 2(b) of the Registration Rights Agreement shall
                have occurred and be continuing;

                        (C) the Registration Statement pursuant to the
                Registration Rights Agreement is effective and holders have
                received unlegended certificates representing Common Shares with


<PAGE>   13
Stan Lee Media, Inc.                                                    Page 13


                respect to all conversions for which Conversion Notices have
                been given; and

                        (D) the Corporation and its subsidiaries on a
                consolidated basis has assets with a net realizable fair market
                value exceeding its liabilities and is able to pay all its debts
                as they become due in the ordinary course of business, and the
                Corporation is not subject to any liquidation, dissolution or
                winding up of its affairs.

                (5) Notwithstanding anything contained in subsections (1) or (2)
        above, no holder's Preferred Shares shall be subject to automatic
        conversion or forced conversion to the extent such conversion would
        result in the holder of Preferred Shares exceeding the limitation
        contained in Section 5(j) below. In such event, the Preferred Shares of
        such holder would be converted in such amount until such limitation is
        reached.

           (j) 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 pursuant to the terms hereof shall not exceed a number
        that, when added to the total number of shares of Common Stock deemed
        beneficially owned by such holder (other than by virtue of the ownership
        of securities or rights to acquire securities (including the Preferred
        Shares) 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 Securities Act of 1933, as amended (the
        "Securities Act")) ("AGGREGATION PARTIES") that would be aggregated for
        purposes of determining whether a group under Section 13(d) of the
        Securities Exchange Act of 1934, as amended ("Exchange Act"), exists,
        would exceed 9.99% of the total issued and outstanding shares of the
        Common Stock (the "RESTRICTED OWNERSHIP PERCENTAGE"). Each holder shall
        have the right (w) at any time and from time to time to reduce its
        Restricted Ownership Percentage immediately upon notice to the
        Corporation and (x) (subject to waiver) at any time and from time to
        time, to increase its Restricted Ownership Percentage immediately in the
        event of the announcement as pending or planned, of a transaction or
        event referred to in Section 5(m) below.

                (B) 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 (including conversion of Preferred Shares)
        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:




<PAGE>   14
Stan Lee Media, Inc.                                                    Page 14


                        (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 actually
                                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 5(j)(B) controls in the case of any
        conflict with any other provision of the Investment Agreement or any
        agreement entered into in connection therewith.

        The Corporation's obligation to issue Common Shares which would exceed
        such limits referred to in this Section 5(j) shall be suspended to the
        extent necessary until such time, if any, as shares of Common Stock may
        be issued in compliance with such restrictions.

           (k) Certificate for Conversion Price Adjustment. The Corporation
shall promptly furnish or cause to be furnished to each holder of Preferred
Shares a certificate prepared by the Corporation setting forth any adjustments
or readjustments of the Conversion Price pursuant to this Section 5.

           (l) Specific Enforcement. The Corporation agrees that irreparable
damage would occur in the event that any of the provisions of these Articles of
Amendment were not performed in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that the holders of Preferred
Shares shall be entitled to specific performance, injunctive relief or other
equitable remedies to prevent or cure breaches of the provisions of these
Articles of Amendment and to enforce specifically the terms and provisions
hereof, this being in addition to any other remedy to which any of them may be
entitled under agreement, at law or in equity.

           (m) Mandatory Repurchase. Each holder shall have the unilateral
option and right to compel the Corporation to repurchase any or all of such
holder's Preferred Shares within 3 days of a written notice requiring such
repurchase, at a price per Preferred Share equal to 120% of the Liquidation
Preference then in effect if any of the following events involving the
Corporation shall have occurred:

                (i) A Change in Control Transaction (as defined below);

                (ii) A "going private" transaction under Rule 13e-3 promulgated
        pursuant to the Exchange Act; or

                (iii) A tender offer by the Corporation under Rule 13e-4
        promulgated pursuant to the Exchange Act for 20% or more of the
        Corporation's Common Stock.

                 A "Change in Control Transaction" will be deemed to exist if
(i) there occurs any consolidation or merger of the Corporation with or into any
other corporation or other


<PAGE>   15
Stan Lee Media, Inc.                                                    Page 15


entity or person (whether or not the Corporation is the surviving corporation),
or any other corporate reorganization or transaction or series of related
transactions in which in excess of 50% of the Corporation's voting power is
transferred through a merger, consolidation, tender offer or similar
transaction, (ii) any person (as defined in Section 13(d) of the Exchange Act),
together with its affiliates and associates (as such terms are defined in Rule
405 under the Securities Act), beneficially owns or is deemed to beneficially
own (as described in Rule 13d-3 under the Exchange Act without regard to the
60-day exercise period) in excess of 50% of the Corporation's voting power,
(iii) there is a replacement of more than one-half of the members of the
Corporation's Board of Directors which is not approved by those individuals who
are members of the Corporation's Board of Directors on the date thereof, or (iv)
in one or a series of related transactions, there is a sale or transfer of all
or substantially all of the assets of the Corporation, determined on a
consolidated basis.


        6. VOTING RIGHTS. In addition to all other requirements imposed by
Colorado law, and all other voting rights granted under the Corporation's
Articles of Incorporation, the affirmative vote of a majority of the
Corporation's outstanding Preferred Shares and of the Subscriber (provided the
Subscriber collectively owns at least 25% of the outstanding Preferred Shares)
shall be necessary for (i) any amendment, modification or repeal of these
Articles of Amendment (whether by merger, consolidation or otherwise) or for any
merger, reclassification, consolidation or reorganization or a sale, lease or
transfer of all or substantially all of the assets of the Corporation, or (ii)
any amendment to the Articles of Incorporation or by-laws of the Corporation
(whether by merger, consolidation or otherwise) that may amend or change or
adversely affect any of the rights, preferences, obligations or privileges of
the Preferred Shares, provided, however, that (a) holders of Preferred Shares
(other than the Subscriber under the Investment Agreement and their affiliates)
who are affiliates of the Corporation (and the Corporation itself) shall not
participate in such vote and the Preferred Shares of such holders shall be
disregarded and deemed not to be outstanding for purposes of such vote, and (b)
no vote shall be required in connection with a merger, the sole purpose of which
is to effect a change of the Corporation's state of incorporation and/or
increase the number of members of the Board of Directors of the Corporation, so
long as such merger or change does not in any way amend or change or adversely
affect any of the rights, preferences, obligations or privileges of the
Preferred Shares.

        7. NOTICES. The Corporation shall distribute to the holders of Preferred
Shares copies of all notices, materials, annual and quarterly reports, proxy
statements, information statements and any other documents distributed generally
to the holders of shares of Common Stock of the Corporation, at such times and
by such method as such documents are distributed to such holders of such Common
Stock.

        8. REPLACEMENT CERTIFICATES. The certificate(s) representing the
Preferred Shares held by any holder of Preferred Shares may be exchanged by such
holder at any time and from time to time for certificates with different
denominations representing an equal aggregate number of Preferred Shares, as
reasonably requested by such holder, upon surrendering the same. No service
charge will be made for such registration or transfer or exchange. In the event
that any


<PAGE>   16
Stan Lee Media, Inc.                                                    Page 16



holder of Preferred Shares notifies the Corporation that its certificate(s)
therefor have been lost, stolen or destroyed, the Corporation shall promptly and
without charge deliver replacement certificate(s) to such holder, provided that
such holder executes and delivers to the Corporation an agreement reasonably
satisfactory to the Corporation to indemnify the Corporation from any loss
incurred by it in connection with such lost, stolen or destroyed certificate(s).

        9. ATTORNEYS' FEES. In connection with enforcement by a holder of
Preferred Shares of any obligation of the Corporation hereunder, the prevailing
party shall be entitled to recovery of reasonable attorneys' fees and expenses
incurred.

        10. NO REISSUANCE. No Preferred Shares acquired by the Corporation by
reason of redemption, purchase, conversion or otherwise shall be reissued.

        11. SEVERABILITY OF PROVISIONS. If any right, preference or limitation
of the Preferred Shares set forth in these Articles of Amendment (as these
Articles of Amendment may be 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 these Articles of
Amendment, which can be given effect without the invalid, unlawful or
unenforceable right, preference or limitation shall nevertheless remain in full
force and effect, and no right, preference or limitation herein set forth be
deemed dependent upon any such other right, preference or limitation unless so
expressed herein.

        12. LIMITATIONS. Except as may otherwise be required by law and as are
set forth in the Investment Agreement and the Registration Rights Agreement, the
Preferred Shares shall not have any powers, preference or relative
participating, optional or other special rights other than those specifically
set forth in this Articles of Amendment (as may be amended from time to time) or
otherwise in the Articles of Incorporation of the Corporation.


                          [Continued on Following Page]




<PAGE>   17

C. The date of adoption of these Articles of Amendment is August 1, 2000.

D. These Articles of Amendment were duly adopted by the Board of Directors of
the Corporation without shareholder action, and shareholder action was not
required pursuant to authority expressly vested in the Board of Directors of the
Corporation by paragraph B of Article THIRD of the Articles of Incorporation of
the Corporation.

Signed on August 1, 2000

                                              STAN LEE MEDIA, INC.


                                              By:
                                                 ------------------------------
                                              Name:
                                              Title:  President



                                              By:
                                                 ------------------------------
                                              Name:
                                              Title:



                                       17


<PAGE>   18

                                    EXHIBIT A

                            (To be Executed by Holder
                      in order to Convert Preferred Shares)

                                CONVERSION NOTICE
                                       FOR
               SERIES B 4% CUMULATIVE CONVERTIBLE PREFERRED STOCK



The undersigned, as a holder ("Holder") of shares of Series B 4% Cumulative
Convertible Preferred Stock ("Preferred Shares") of Stan Lee Media, Inc. (the
"Corporation"), hereby irrevocably elects to convert _____________ Preferred
Shares for shares ("Common Shares") of common stock, par value $0.001 per share
(the "Common Stock"), of the Corporation according to the terms and conditions
of the Articles of Amendment for the Preferred Shares as of the date written
below. The undersigned hereby requests that share certificates for the Common
Shares 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. No fee will be charged to the Holder of Preferred Shares for
any conversion. Capitalized terms used herein and not otherwise defined shall
have the meanings ascribed thereto in the Articles of Amendment.


Conversion Date:  __________________________

Conversion Information: NAME OF HOLDER:

                        By:_________________________________
                        Print Name:_________________________
                        Print Title:________________________


                        Print Address of Holder:

                        _______________________________________________________
                        _______________________________________________________

                        Issue Common Stock to:_________________________________
                        at:____________________________________________________
                        _______________________________________________________



If Common Shares are to be issued to a person other than Holder, Holder's
signature must be guaranteed below:

SIGNATURE GUARANTEED BY:





THE COMPUTATION OF NUMBER OF COMMON SHARES TO BE RECEIVED IS SET FORTH ON PAGE 2
OF THE CONVERSION NOTICE.


                           PAGE 1 OF CONVERSION NOTICE



<PAGE>   19

PAGE 2 TO CONVERSION NOTICE DATED ______________________ FOR: _________________
                                    (CONVERSION DATE)         (NAME OF HOLDER)


              COMPUTATION OF NUMBER OF COMMON SHARES TO BE RECEIVED

Number of Preferred Shares converted:        _____________ shares

<TABLE>
<S>                                                                               <C>
  Number of Preferred Shares converted x Liquidation Preference                    $


TOTAL DOLLAR AMOUNT CONVERTED                                                      $
                                                                                   ==========

CONVERSION PRICE                                                                   $
</TABLE>
                            Total dollar amount converted
Number of Common Shares  =  -----------------------------    =    __________
                                Conversion Price


        NUMBER OF COMMON SHARES =

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


If the Holder is receiving certificate(s) for Preferred Shares upon the
conversion, please issue and deliver _____ certificate(s) for Preferred Shares
in the following amounts:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________





                                       19