Exhibit 3.01(6)
                                ---------------


                              ARTICLES OF AMENDMENT
                        TO THE ARTICLES OF INCORPORATION

                                       OF

                                  VOLU-SOL, INC

         Pursuant  to  and  in  accordance   with  the   provisions  of  Section
16-10a-1006  of the Utah  Revised  Business  Corporation  Act, as amended,  (the
"Act"),   the   undersigned,   Volu-Sol,   Inc.,   a  Utah   corporation,   (the
"Corporation"), hereby declares and certifies as follows:

         1.   The name of the Corporation is Volu-Sol, Inc.

         2.   Attached  hereto  as  Exhibit  "A"  and  incorporated   herein  by
              reference  is a true  and  correct  copy  of the  full  text of an
              Amendment to the  Articles of  Incorporation  of the  Corporation,
              such amendment  being the Designation of Rights and Preferences of
              Series B Convertible Preferred Stock.

         3.   The  amendment  specified  above does not provide for an exchange,
              reclassification,   or   cancellation  of  issued  shares  of  the
              Corporation.

         4.   The  amendment  specified  above was adopted as of June 7, 2001 by
              Unanimous Written Consent of the Directors of the Corporation, and
              in accordance  with the  requirements of the Act and the Bylaws of
              the  Corporation.  In addition,  as of June 7, 2001 such amendment
              specified  above was approved by a majority of the current holders
              of  the  shares  of  the  Corporation's  Series  A 10%  Cumulative
              Convertible Preferred stock of the Corporation, as required by the
              Designation  of Rights and  Preferences,  the only class of shares
              entitled to vote thereon as follows:
<TABLE>
<CAPTION>

-------------------------- ---------------------- ------------- ---------------------- ----------------------
  DESIGNATION OF STOCK       NO. OF OUSTANDING       NO. OF        VOTES CAST FOR       VOTES CAST AGAINST
                                  SHARES           VOTES CAST         AMENDMENT            AMENDMENT OR
                                                                                            ABSTAINING
-------------------------- ---------------------- ------------- ---------------------- ----------------------
<S>                              <C>               <C>                <C>                    <C>
 Series A 10% Cumulative         21,096.35         11,532.79          11,532.79              9,563.56
  Convertible Preferred
         Shares
-------------------------- ---------------------- ------------- ---------------------- ----------------------
</TABLE>


Such votes cast were sufficient for approval of the Amendment.


                                        1
<PAGE>


         IN WITNESS WHEREOF,  this Amendment to the Articles of Incorporation of
the Corporation is effective this 31st day of July, 2001.


                                         VOLU-SOL, INC.
                                         a Utah corporation,


                                         By /s/ Kevin R. Pinegar
                                            --------------------
                                               Kevin R. Pinegar
                                               Assistant Secretary



                                        2
<PAGE>


                                 Volu-Sol, Inc.

                      DESIGNATION OF RIGHTS AND PREFERENCES
                                       OF
                      SERIES B CONVERTIBLE PREFERRED STOCK

         Pursuant to the authority vested in the Board of Directors of Volu-Sol,
Inc., a Utah corporation (the  "Corporation"),  by its Articles of Incorporation
and as permitted by the Utah Revised  Business  Corporation Act, as amended (the
"Utah  Code"),  the  Corporation's  Board of Directors  does hereby  establish a
series of the  Corporation's  Preferred Stock designated as Series B Convertible
Preferred  Stock  ("Series B Preferred  Stock") and does  hereby  designate  the
rights,  preferences,  privileges and other attributes of the shares of Series B
Preferred Stock, as follows:

         1. Designation and Number of Shares.

         A series of the Corporation's Preferred Stock is hereby established, to
be designated and known as "Series B Convertible  Preferred Stock" consisting of
two million  (2,000,000)  shares of the  authorized  and unissued  shares of the
Corporation's Preferred Stock, $.0001 par value per share. The Corporation shall
from time to time,  in accordance  with the laws of the State of Utah,  increase
the number of shares of Common Stock, $.0001 par value per share, if at any time
the number of shares of the Common Stock  remaining  unissued and  available for
issuance shall not be sufficient to permit  conversion of the Series B Preferred
Stock as provided herein.

         2. Liquidation Preference.

         (a)  In  the  event  of  any  voluntary  or  involuntary   liquidation,
dissolution or winding up of the Corporation,  the holders of Series B Preferred
Stock  shall  be  entitled  to  receive  out of the  assets  of the  Corporation
available for distribution to shareholders before any distribution or payment is
made to holders of shares of Common Stock,  or to holders of any other shares of
the Corporation ranking junior upon liquidation to the Series B Preferred Stock,
liquidation distributions in the amount of Three Dollars ($3.00) per share, plus
all accrued and unpaid dividends,  if any, before any payment is made to holders
of shares of the Corporation's equity securities that are junior to the Series B
Preferred Stock. If upon any voluntary or involuntary  liquidation,  dissolution
or  winding  up of the  Corporation,  the  assets  of the  Corporation  shall be
insufficient to pay in full the liquidation preference of the Series B Preferred
Stock  and any other  class of  shares  ranking  on a parity  with the  Series B
Preferred  Stock upon  liquidation,  then the  holders of the Series B Preferred
Stock  and any such  other  class  of  shares  will  share  ratably  in any such
distribution  of assets of the  Corporation in proportion to the full respective
distributable  amounts to which they are entitled.  For purposes of this Section
2(a), the Series A Preferred Stock ranks on a parity with the Series B Preferred
Stock.

                                       3
<PAGE>

         (b) After payment to the holders of the Series B Preferred Stock of the
amounts set forth in Section 2(a) above,  the entire  remaining assets and funds
of the  Corporation  legally  available  for  distribution,  if  any,  shall  be
distributed  first to the holders of Common Stock then actually  outstanding  at
the rate of $3.00 per share, with the remainder being distributed to the holders
of Series B  Preferred  Stock and the  holders  of Common  Stock  then  actually
outstanding,  with the Series B Preferred  Stock  holders  participating  on the
basis of the number of shares  they would be entitled to receive if they were to
convert  their  shares of  Preferred  Stock into shares of Common  Stock at that
time;  subject,  however, to the prior distribution to the holders of any senior
series of  Preferred  Stock of amounts  owing  under the terms of the rights and
preferences governing such senior securities.

         (c) A consolidation or merger of the Corporation with or into any other
corporation or corporations, or a sale of all or substantially all of the assets
of the  Corporation  that does not involve a distribution  by the Corporation of
cash or other property to the holders of shares of Common Stock, shall be deemed
to be a  liquidation,  dissolution or winding up of the  Corporation  within the
meaning of this Section 2, and shall be subject to the  provisions  of Section 6
below.

         3. Voting  Rights.  Holders of shares of Series B  Preferred  Stock are
entitled to one vote per share of Series B Preferred  Stock on all matters  upon
which  holders of the common  stock of the  Corporation  are  entitled  to vote.
Holders of Series B  Preferred  Stock shall be entitled to notice of any meeting
of  shareholders  in accordance  with the bylaws of the Corporation and shall be
entitled  to vote as a class on any  matters  affecting  the holders of Series B
Preferred Stock as a class.

         4.  Conversion.  The holders of the Series B Preferred Stock shall have
conversion rights as follows (the "Conversion Rights"):

         (a) Right to Convert.  Each share of Series B Preferred  Stock shall be
convertible,  at any time after the issuance of such share,  into fully paid and
nonassessable  shares of Common Stock. The number of shares of Common Stock into
which  each  share  of the  Series  B  Preferred  Stock  may be  converted  (the
"Conversion  Rate") shall be determined by dividing the original  purchase price
paid per share of Series B Preferred  Stock (the  "Series B Original  Price") by
the Conversion Price (determined as hereinafter  provided) in effect at the time
of the conversion.  Before any adjustment is required pursuant to Section 5, the
Conversion Price shall be equal to the Series B Original Price.

         (b) Automatic Conversion.  Each share of Series B Preferred Stock shall
automatically  be converted  into shares of Common  Stock at the then  effective
Conversion Rate upon the closing of the  Corporation's  sale of its Common Stock
in a firm  commitment  underwritten  public  offering  pursuant to an  effective
registration statement under the Securities Act of 1933, as amended (the "Act"),
the aggregate public offering price of which is not less than $20,000,000.

         (c) Mechanics of Conversion.

                                       4
<PAGE>

              (i)  Before  any  holder  of  Series B  Preferred  Stock  shall be
entitled  to convert  the same into shares of Common  Stock,  such holder  shall
surrender the certificate or certificates therefor, duly endorsed, at the office
of the Corporation or the transfer agent for the Series B Preferred  Stock,  and
shall give  written  notice to the  Corporation  at such  office that the holder
elects to convert  the same and shall  state  therein the name or names in which
the holder wishes the certificate or certificates  for shares of Common Stock to
be issued. The Corporation,  as soon as practicable thereafter,  shall issue and
deliver at such office to such holder of Series B Preferred Stock, a certificate
or  certificates  for the  number of shares of Common  Stock to which the holder
shall be entitled as  aforesaid.  Such  conversion  shall be deemed to have been
made immediately  prior to the close of business on the date of surrender of the
shares of Series B Preferred  Stock to be  converted,  and the person or persons
entitled to receive the shares of Common  Stock  issuable  upon such  conversion
shall be treated for all purposes as the record holder or holders of such shares
of Common Stock on such date.  Notwithstanding the foregoing, in the event of an
automatic  conversion pursuant to paragraph b of this Section 4, the outstanding
shares of Series B Preferred Stock shall be converted  automatically without any
further action by the holders of such shares and whether or not the certificates
representing  such shares are  surrendered  to the  Corporation  or its transfer
agent;  provided,  however, that the Corporation shall not be obligated to issue
certificates  evidencing the shares of Common Stock issuable upon such automatic
conversion  unless either the  certificates  evidencing  such shares of Series B
Preferred  Stock are  delivered  to the  Corporation  or its  transfer  agent as
provided  above,  or the holder  notifies the  Corporation or its transfer agent
that such  certificates  have been lost,  stolen or  destroyed  and  executes an
agreement  satisfactory to the Corporation to indemnify the Corporation from any
loss incurred by it in connection with such certificates.

              (ii) If the  conversion  is in  connection  with  an  underwritten
offering of securities pursuant to the Act, the conversion, at the option of any
holder  tendering  shares of Series B  Preferred  Stock for  conversion,  may be
conditioned  upon the closing with the  underwriters  of the sale of  securities
pursuant to such offering,  in which event the person(s) entitled to receive the
Common Stock upon conversion of the Series B Preferred Stock shall not be deemed
to have converted such Series B Preferred Stock until  immediately  prior to the
closing of such sale of securities.

         (d)  Reservation of Stock  Issuable upon  Conversion.  The  Corporation
shall at all times reserve and keep available out of its authorized but unissued
shares of Common Stock,  solely for the purpose of effecting  the  conversion of
the  shares of Series B  Preferred  Stock,  such  number of its shares of Common
Stock as shall from time to time be sufficient  to effect the  conversion of all
outstanding shares of Series B Preferred Stock; and if at any time the number of
authorized but unissued shares of Common Stock shall not be sufficient to effect
the conversion of all then  outstanding  shares of Series B Preferred Stock, the
Corporation  shall  take such  corporate  action as may,  in the  opinion of its
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 of any  necessary  amendment  to this Amended and Restated
Articles of Incorporation.

                                       5
<PAGE>

         (e)  Fractional  Shares.  No fractional  share shall be issued upon the
conversion  of any share or shares of Series B  Preferred  Stock.  All shares of
Common Stock (including fractions thereof) issuable upon conversion of more than
one share of Series B Preferred  Stock by a holder  thereof  shall be aggregated
for purposes of determining  whether the conversion would result in the issuance
of  any  fractional  share.  If,  after  the  aforementioned  aggregation,   the
conversion  would  result in the  issuance  of a  fraction  of a share of Common
Stock, the Corporation  shall, in lieu of issuing any fractional  share, pay the
holder  otherwise  entitled  to such  fraction  a sum in cash  equal to the fair
market value of such fraction on the date of conversion  (as  determined in good
faith by the Board of Directors).

         5. Adjustment to Conversion  Price.  The Conversion Price is subject to
adjustment from time to time as follows:

         (a)  Adjustment  for  Issuances  for  Reduced  Consideration.   If  the
Corporation  issues,  after the date upon which any shares of Series B Preferred
Stock were first issued (the "Original Issue Date"),  any shares of Common Stock
other than Excluded Securities (as defined below)  ("Additional  Stock") without
consideration or for a consideration per share less than the Conversion Price in
effect  immediately  prior  to  the  issuance  of  such  Additional  Stock,  the
Conversion  Price  in  effect  immediately  prior  to each  such  issuance  will
automatically  be  adjusted  to a price  equal  to the  aggregate  consideration
received by the Corporation for such issuance divided by the number of shares of
such  Additional  Stock  so  issued.  For  purposes  of  any  adjustment  of the
Conversion Price pursuant to this Section 5(a), the following provisions apply:

         (1)  the  Conversion  Price will not be adjusted in  increments of less
              than one cent per share,  provided that any adjustments  that as a
              result are not made will be carried forward and taken into account
              upon the earliest to occur of (A)  conversion,  (B) any subsequent
              adjustment  made  prior to three  years from the date of the event
              giving rise to the adjustment  being carried  forward,  or (C) the
              end of three  years from the date of the event  giving rise to the
              adjustment being carried forward;

         (2)  in the  case  of  issuance  of  Additional  Stock  for  cash,  the
              consideration  will  be  deemed  to be the  amount  of  cash  paid
              therefore after deducting any reasonable discounts, commissions or
              other expenses  allowed,  paid or incurred by the  Corporation for
              any underwriting or otherwise in connection with the issuance;

         (3)  in the case of issuance of Additional Stock for a consideration in
              whole or in part  other than cash,  the  consideration  other than
              cash will be deemed to be the fair value of the  Additional  Stock
              issued,  as  determined  in good  faith by the Board of  Directors
              irrespective of any accounting treatment; and,

         (4)  in the case of  issuance  of  options  to  purchase  or  rights to
              subscribe for Common Stock,  securities by their terms convertible
              into or  exchangeable  for Common Stock, or options to purchase or
              rights  to  subscribe  for  such   convertible   or   exchangeable
              securities:

                                       6
<PAGE>

              (A)    the  aggregate  maximum  number of  shares of Common  Stock
                     deliverable  upon  exercise of such  options to purchase or
                     rights to subscribe for Common Stock will be deemed to have
                     been issued at the time such  options or rights were issued
                     and  for  a  consideration   equal  to  the   consideration
                     (determined in the manner provided in Sections  5(a)(2) and
                     5(a)(3)),  if any,  received  by the  Corporation  upon the
                     issuance  of  such  options  or  rights  plus  the  minimum
                     purchase  price  provided in such options or rights for the
                     Common Stock covered thereby;

              (B)    the  aggregate  maximum  number of  shares of Common  Stock
                     deliverable  upon conversion of or in exchange for any such
                     convertible or exchangeable securities or upon the exercise
                     of  options to  purchase  or rights to  subscribe  for such
                     convertible  or  exchangeable   securities  and  subsequent
                     conversion or exchange  thereof will be deemed to have been
                     issued  at the time  such  securities  were  issued or such
                     options or rights were issued and for a consideration equal
                     to the  consideration  received by the  Corporation for any
                     such  securities and related  options or rights  (excluding
                     any cash received on account of accrued interest or accrued
                     dividends),  plus the additional consideration,  if any, to
                     be  received  by the  Corporation  upon the  conversion  or
                     exchange of such  securities or the exercise of any related
                     options  or rights  (the  consideration  in each case to be
                     determined in the manner  provided in Sections  5(a)(2) and
                     5(a)(3));

              (C)    on any  change in the  number  of  shares  of Common  Stock
                     deliverable  upon exercise of any such options or rights or
                     conversions   of  or  exchange  for  such   convertible  or
                     exchangeable  securities or any change in the consideration
                     to be received by the Corporation  upon the exercise of any
                     such  options or rights or  conversions  of or exchange for
                     such convertible or exchangeable  securities,  other than a
                     change resulting from the antidilution  provisions thereof,
                     the  Conversion  Price will  forthwith be readjusted to the
                     Conversion  Price as would have obtained had the adjustment
                     made  upon  the  issuance  of  such   options,   rights  or
                     securities not exercised,  converted or exchanged  prior to
                     such change or options or rights related to such securities
                     not exercised,  converted or exchanged prior to such change
                     been made upon the basis of such change; and

              (D)    on the  expiration  of any  such  options  or  rights,  the
                     termination  of any such  rights to convert or  exchange or
                     the  expiration  of any  options or rights  related to such
                     convertible  or  exchangeable  securities,  the  Conversion
                     Price will forthwith be readjusted to the Conversion  Price
                     as would have  obtained  had the  adjustment  made upon the
                     issuance of such options, rights,  securities or options or
                     rights related to such  securities been made upon the basis
                     of the  issuance  of only the  number  of  shares of Common
                     Stock  actually  issued upon  exercise  of such  options or
                     rights,  upon the conversion or exchange of such securities
                     or upon the  exercise of the  options or rights  related to
                     such  securities  and  subsequent  conversion  or  exchange
                     thereof.

                                       7
<PAGE>

         (b) Adjustment for Stock Dividend or Stock Split. If, at any time after
the Original  Issue Date,  the number of shares of Common Stock  outstanding  is
increased  by a stock  dividend  payable  in  shares  of  Common  Stock  or by a
subdivision  or split-up of shares of Common Stock,  then,  upon the record date
fixed for the  determination of holders of Common Stock entitled to receive such
stock  dividend,   subdivision  or  split-up,  the  Conversion  Price  shall  be
appropriately  decreased  so as to increase the number of shares of Common Stock
issuable on conversion  of each share of Series B Preferred  Stock in proportion
to such increase in outstanding shares of Common Stock.

         (c)  Adjustment  for  Stock  Combination.  If,  at any time  after  the
Original  Issue  Date,  the  number of shares of  Common  Stock  outstanding  is
decreased by a combination of the outstanding shares of Common Stock, then, upon
the record date for such combination, the Conversion Price will be appropriately
increased  so as to decrease  the number of shares of Common  Stock  issuable on
conversion  of each  share of Series B  Preferred  Stock in  proportion  to such
decrease in outstanding shares of Common Stock.

         (d)  Adjustment  for  Other   Dividends  and   Distributions.   If  the
Corporation  at any time or from time to time  after  the  Original  Issue  Date
makes, or fixes a record date for the  determination  of holders of Common Stock
entitled to receive, a dividend or other  distribution  payable in securities of
the Corporation  other than shares of Common Stock, in each such event provision
shall be made so that the holders of the Series B Preferred  Stock shall receive
upon  conversion  thereof,  in addition to the number of shares of Common  Stock
receivable  thereupon,  the amount of other securities of the Corporation  which
they would have received had the Series B Preferred  Stock been  converted  into
Common  Stock on the date of such  event  and had they  thereafter,  during  the
period  from  the date of such  event  to and  including  the  conversion  date,
retained such  securities  receivable  by them as aforesaid  during such period,
subject  to all other  adjustments  called  for during  such  period  under this
Section 5 with  respect to the rights of the  holders of the Series B  Preferred
Stock or with respect to such other securities by their terms.

         (e) Adjustment for Reclassification,  Exchange and Substitution.  If at
any time or from time to time after the Original Issue Date, the Common Stock is
changed into the same or a different number of shares of any class or classes of
stock, whether by recapitalization,  reclassification or otherwise (other than a
subdivision  or  combination  of shares or stock  dividend or a  reorganization,
merger or consolidation  provided for in this Section 5), in any such event each
holder of Series B Preferred  Stock shall have the right  thereafter  to convert
such stock into the kind and amount of stock and other  securities  or  property
receivable in connection with such  recapitalization,  reclassification or other
change with  respect to the maximum  number of shares of Common Stock into which
such shares of Series B Preferred could have been converted immediately prior to
such  recapitalization,  reclassification  or  change,  all  subject  to further
adjustments  as  provided  herein or with  respect to such other  securities  or
property by the terms thereof.

                                       8
<PAGE>

         (f) No  Impairment.  The  Corporation  will not,  by  amendment  of its
Articles 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  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 Series B
Preferred Stock against impairment.

         (g)  Certificates  as to  Adjustments.  Upon  the  occurrence  of  each
adjustment or readjustment  of the Conversion  Price pursuant to this Section 5,
the  Corporation,  at its expense,  promptly  shall  compute such  adjustment or
readjustment in accordance with the terms hereof and prepare and furnish to each
holder of Series B Preferred  Stock a certificate  executed by an officer of the
Corporation  setting forth such adjustment or readjustment and showing in detail
the facts upon which such adjustment or  readjustment is based.  The Corporation
shall,  upon the written request at any time of any holder of Series B Preferred
Stock,  furnish  or  cause to be  furnished  to such  holder a like  certificate
setting forth (i) such adjustments and readjustments,  (ii) the Conversion Price
for such series of Series B Preferred Stock at the time in effect, and (iii) the
number of shares of Common Stock and the amount, if any, of other property which
at the time would be  received  upon the  conversion  of the Series B  Preferred
Stock.

         (h) Notices of Record  Date.  In the event that the  Corporation  shall
propose at any time: (i) to declare any dividend or distribution upon its Common
Stock,  whether in cash, property,  stock or other securities,  whether or not a
regular cash dividend and whether or not out of earnings or earned surplus; (ii)
to offer for  subscription pro rata to the holders of any class or series of its
stock any  additional  shares  of stock of any class or series or other  rights;
(iii) to effect any  reclassification or  recapitalizations  of its Common Stock
outstanding  involving  a  change  in the  Common  Stock;  or (iv) to  merge  or
consolidate with or into any other corporation,  or to sell, lease or convey all
or substantially all of its assets, or to liquidate,  dissolve or wind up; then,
in connection with each such event, the Corporation shall send to the holders of
Series B Preferred Stock: (1) at least 20 days' prior written notice of the date
on which a record shall be taken for such dividend, distribution or subscription
rights (and  specifying  the date on which the holders of Common  Stock shall be
entitled  thereto) or for determining  rights to vote, if any, in respect of the
matters  referred  to in clauses  (i) and (ii) of this  paragraph  h; and (2) at
least 20 days' prior  written  notice of the date when the same shall take place
(and  specifying the date on which the holders of Common Stock shall be entitled
to exchange their Common Stock for securities or other property deliverable upon
the  occurrence of such event) in respect of the matters  referred to in clauses
(iii) and (iv) of this Section 5(h); provided, however, that such periods may be
shortened  upon the written  consent of the holders of Series B Preferred  Stock
that are  entitled  to such  notice  rights or  similar  notice  rights and that
represent at least a majority of the voting power of all then outstanding shares
of such Series B Preferred Stock.

                                       9
<PAGE>

         (i) Notices. Any notice required by the provisions of this Section 5 to
be given to the  holders of Series B Preferred  Stock  shall be deemed  given if
deposited in the United  States mail,  postage  prepaid,  and  addressed to each
holder  of  record  at such  holder's  address  appearing  on the  books  of the
Corporation.

         (j) As used in this Section 5, "Excluded Securities" means as follows:

              (1)  shares  of  Common  Stock  or   securities   by  their  terms
convertible  into or  exchangeable  for Common Stock,  or options to purchase or
rights to subscribe therefor, issued to officers,  employees or directors of, or
consultants to, the Corporation  pursuant to any agreement,  plan or arrangement
approved by the Corporation's board of directors;

              (2)  Common  Stock  issued  upon the  conversion  of the shares of
Series A Preferred Stock and Series B Preferred Stock; and

              (3)  Common  Stock  issued as a stock  dividend  or upon any stock
split or other subdivision or combination of Common Stock.

         6. Merger or Consolidation.

         (a) At any time, in the event of:

              (i) Any transaction or series of related transactions  (including,
without  limitation,  any  reorganization,  merger or  consolidation)  that will
result in the Corporation's  shareholders  immediately prior to such transaction
not holding (by virtue of such shares or  securities  issued solely with respect
thereto) at least fifty  percent  (50%) of the voting power of the  surviving or
continuing entity; or

              (ii) A  sale  of all or  substantially  all of the  assets  of the
Corporation,  unless the  Corporation's  shareholders  immediately prior to such
sale will,  as a result of such sale,  hold (by virtue of  securities  issued as
consideration  for the  Corporation's  sale) at least fifty percent (50%) of the
voting power of the purchasing entity;

(the  foregoing  events  are  individually   referred  to  herein  as  a  "Sales
Transaction"), then, holders of the Series B Preferred Stock of record as of the
date of  consummation  of the Sales  Transaction  shall be  entitled to receive,
prior and in preference to any payment of consideration to the holders of Common
Stock, in cash or in securities received from the acquiring corporation, or in a
combination  thereof,  at the  closing  of any such  Sales  Transaction,  at the
holder's  discretion,  an amount per share  equal to Three  Dollars  ($3.00) per
share (as adjusted for any combinations,  consolidations, stock distributions or
stock  dividends with respect to such shares),  plus all declared or accumulated
but unpaid  dividends,  if any, on such shares as of the date of closing of such
Sales  Transaction.  In the event the proceeds of the Sales  Transaction are not
sufficient to make full payment of the  aforementioned  preferential  amounts to
the holders of the Series B Preferred  Stock in  accordance  herewith,  then the
entire  amount  payable in respect of the proposed  Sales  Transaction  shall be
distributed  ratably  among the holders of the Series B Preferred  Stock and any
other class of shares  ranking on a parity with the Series B Preferred  Stock in
proportion to the product of the  liquidation  preference of each such share and

                                       10
<PAGE>

the  number  of such  shares  owned by each such  holder.  For  purposes  of the
foregoing provisions of this Section 6(a), the Series A Preferred Stock ranks on
a parity with the Series B Preferred  Stock.  Upon  completion of the payment to
the holders of Series B Preferred Stock as provided above,  the entire remaining
cash, securities of other property, as the case may be, from the transaction, if
any,  shall be  distributed  at the rate of (i) $3.00 for each Common Share then
actually  outstanding and then (ii) ratably to the holders of Series B Preferred
Stock and the holders of the Common Stock then  actually  outstanding,  with the
Series B Preferred  Stock  holders  participating  on the basis of the number of
shares they would be entitled to receive if they were to convert their shares of
Preferred  Stock  into  shares of Common  Stock at that time.  Unless  otherwise
consented to by the holders of a majority of the outstanding  shares of Series B
Preferred  Stock,  such  payments  shall be made with  respect  to the  Series B
Preferred  Stock and to holders of Common  Stock by  purchase  of such shares of
Series B Preferred Stock and Common Stock by the surviving  corporation,  entity
or person, or by redemption of such shares by the Corporation, in the discretion
of the Corporation.

         (b) Any securities to be delivered to the holders of Series B Preferred
Stock pursuant to Section 6(a) above shall be valued as follows:

              (i) Securities  not subject to investment  letter or other similar
restrictions on free marketability as provided for in subsection (ii) below:

         (A)  If traded on a securities  exchange or through the Nasdaq National
              Market or Nasdaq SmallCap Market,  the value shall be deemed to be
              the  average  of the  closing  prices  of the  securities  on such
              exchange or system over the thirty  (30) day period  ending  three
              (3) days prior to the closing;

         (B)  If actively traded over-the-counter but not on the Nasdaq National
              Market or Nasdaq SmallCap Market,  the value shall be deemed to be
              the  average  of the  closing  bid or sale  prices  (whichever  is
              applicable)  over the thirty (30) day period ending three (3) days
              prior to the closing; and

         (C)  If there is no active public  market,  the value shall be the fair
              market value thereof,  as mutually determined by the Corporation's
              Board  of  Directors   and  the  holders  of  a  majority  of  the
              outstanding shares of Series B Preferred Stock.

              (ii) The method of valuation of  securities  subject to investment
letter or other  restrictions  on free  marketability  (other than  restrictions
arising  solely by virtue of a  shareholder's  status as an  affiliate or former

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<PAGE>

affiliate of the Corporation) shall be to make an appropriate  discount from the
market value determined in Section  6(b)(i)(A),  (B) or (C) above to reflect the
approximate fair market value thereof, as mutually determined by the Corporation
and the  holders of a majority of the  outstanding  shares of Series B Preferred
Stock.

         (c) In the  event  the  requirements  of  Section  6(a)  above  are not
complied with, the Corporation shall forthwith either:

              (i) Cause  such  closing  to be  postponed  until such time as the
requirements of this Section 6 have been complied with; or

              (ii)  Cancel  such   transaction,   in  which  event  the  rights,
preferences  and  privileges  of the holders of Series B  Preferred  Stock shall
revert to and be the same as such rights,  preferences  and privileges  existing
immediately  prior to the date of the first  notice  referred to in Section 6(d)
below.

         (d) The  Corporation  shall  give  each  holder  of  record of Series B
Preferred Stock written notice of such impending  transaction not later than ten
(10) days prior to the shareholders' meeting called to approve such transaction.
The notice shall  describe the material  terms and  conditions  of the impending
transaction  and the  provisions  of this Section 6, and the  Corporation  shall
thereafter  give such  holders  prompt  notice of any  material  changes  to the
impending  transaction.  The transaction  shall in no event take place soon than
twenty (20) days after the  Corporation has given the notice provided for herein
or sooner than ten (10) days after the  Corporation  has given the notice of any
material changes in the impending transaction as provided for herein;  provided,
however,  that such  periods may be  shortened  upon the written  consent of the
holders of a majority of the outstanding shares of Series B Preferred Stock.

         7. Protective  Provisions.  So long as any shares of Series B Preferred
Stock remain outstanding, the Corporation shall not, without the vote or written
consent by the holders of at least a majority of the then outstanding  shares of
Series B Preferred Stock:

         (a) Amend,  change or reclassify the preferences,  privileges,  rights,
powers or restrictions of Series B Preferred Stock; or

         (b) Amend its  Articles of  Incorporation  or bylaws if such  amendment
would have a material  adverse  effect on the rights,  preferences or privileges
provided  for herein for the benefit of any shares of Series B Preferred  Stock;
or

         (c) Authorize,  create, issue or reclassify a class or series of equity
securities  (including  any security  convertible  into or  exercisable  for any
equity  security)  on a parity  with or senior to the Series B  Preferred  Stock
(excepting  the  Series A  Preferred  Stock,  which is  senior  to the  Series B
Preferred Stock); or

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<PAGE>

         (d) Redeem or repurchase any equity  securities of the Corporation (not
including the  Corporation's  repurchase,  upon  termination of  employment,  of
capital stock granted  pursuant to a stock benefit plan or employment or similar
agreement approved by the Board of Directors).

         8.  Redemption.  The  Corporation  shall  have  the  right  to call for
redemption part or all of the shares of Series B Preferred Stock at any time and
from time to time, by giving notice, regardless of whether any holder shall have
also given notice of intent to convert such shares. The redemption price payable
the  Corporation at any time shall be 110% of the current  Conversion  Price per
share at the time of the  redemption.  The  Corporation  shall  give  notice  of
redemption  under  this  Section 8 at least 14 days  prior to the date fixed for
redemption.  After  receipt of the notice,  the holder may convert the shares of
Series B Preferred Stock at any time prior to the redemption date. All rights of
the holders thereof as  shareholders  of the Corporation  shall cease unless the
Corporation defaults on the payment of the redemption price. Redemption shall be
made on a pro rata basis among all holders of the Series B Preferred  Stock. The
redemption  price paid shall be applied  first to the  redemption of shares that
would  otherwise be subject to conversion in the year the redemption is made. At
its sole option,  the  Corporation  may offset amounts owed the Corporation by a
holder of the Series B Preferred Stock or any affiliate of such a holder against
any  redemption  price  payable  against the shares of Series B Preferred  Stock
owned by such holder.

         9. No  Re-issuance of Series B Preferred  Stock.  No share or shares of
Series B Preferred  Stock  acquired by the  Corporation by reason of redemption,
purchase,  conversion, or otherwise shall be reissued, and all such shares shall
be returned to the status of undesignated shares of the Corporation's  Preferred
Stock.

         10.  Transfer Taxes.  The  Corporation  shall pay any and all issue and
other taxes that may be payable in respect of any issuance or delivery of shares
of Common Stock on  conversion  of shares of Series B Preferred  Stock  pursuant
hereto;  provided,  however,  that the Corporation shall not be obligated to pay
any  transfer  taxes  resulting  from any  transfer  requested  by any holder in
connection with any such conversion.

         11. United States  Dollars.  All references  herein to Dollars shall be
deemed to refer to United States Dollars.

         The  Corporation is executing this  certificate of  designations  as of
June 15, 2001. VOLU-SOL, INC.

                                             By:  /s/ Michael G. Acton
                                                ----------------------
                                             Name:  Michael G. Acton
                                                    ----------------
                                             Title:  Corporate Secretary
                                                     -------------------



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