ARTICLES OF AMENDMENT FILED TO DETERMINE RIGHTS OF SHARES
(CERTIFICATE OF DETERMINATION)
John S. McAvoy and John C. Plunkett certify that they are the President and Secretary, respectively, of Aqua
Clara Bottling and Distribution, Inc., a Colorado corporation (hereinafter referred to as the "Corporation" or the
"Company"); that, pursuant to the Articles of Incorporation, as amended, and
Section 7-106-102 of the Colorado Business Corporation Act, the Board of Directors of the Corporation
adopted the following resolutions on November 28, 1997; and that none of the Series A Convertible Preferred
Stock referred to in these document has been issued.
1. Creation of Series A Convertible Preferred Stock. There is hereby created a series of preferred stock
consisting of 2,500 shares and designated as the Series A Convertible Preferred Stock, having the voting
powers, preferences, relative, participating, limitations, qualifications optional and other special rights and the
qualifications, limitations and restrictions thereof that are set forth below.
2. Dividend Provisions. The holders of shares of Series A Convertible Preferred Stock shall be entitled to
receive, an 8% annual dividend, equal in value to $80.00 per share, payable on each July 1 commencing on July
1, 1998 on conversion pro rata based on a 360-day year. In the option of the Corporation, such dividend may
be paid in cash or in Common Stock valued at the Conversion Rate in effect as of such July 1 or the Conversion
Date. Each share of Series A Convertible Preferred Stock shall rank on a parity with each other share of Series
A Convertible Preferred Stock with respect to dividends.
3. Redemption Provisions. The Series A Convertible Preferred Stock is not redeemable except with the written
consent of the holders thereof.
4. Liquidation Provisions. In the event of any liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, the Series A Convertible Preferred Stock shall be entitled to receive an amo