Exhibit 3.01(4)
                                ---------------




                   CERTIFICATE OF AMENDMENT TO THE DESIGNATION
                      OF RIGHTS AND PREFERENCES RELATED TO
                             SERIES A 10% CUMULATIVE
                         CONVERTIBLE PREFERRED STOCK OF
                                 VOLU-SOL, INC.

         The undersigned, is the Assistant Secretary of Volu-Sol, Inc., a Utah
corporation, and does hereby certify and declare as follows:

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

         2. Attached hereto as Exhibit "A" and incorporated herein by this
reference is a true and correct copy of the amendment to the Designation of
Rights and Preferences related to the Series A 10% Cumulative Convertible
Preferred Stock of Volu-Sol, Inc. Also attached is the President and Secretary's
certificate accompanying the amendment.

         3. The amendment described above was adopted by the Corporation's Board
of Directors by Unanimous Written Consent dated June 12, 2001, pursuant to the
Utah Revised Business Corporations Act and being filed with the Utah Division of
Corporations as provided by the Act.

         4. The above-referenced amendments were consented to by a majority of
the current holders of a majority of the shares of the Corporation's Series A
10% Cumulative Convertible Preferred Stock as required by the Designation of
Rights and Preferences, the only class of shares entitled to vote thereon.
Specifically, by consent dated June 12, 2001, shareholders holding a total of
11,928.76 shares out of 15,567.19 (approximately 77%) of the issued and
outstanding shares of Series A Preferred Stock approved the amendment.

         5. The current number of authorized shares and the par value of each
class and series of shares before the amendment is as follows:

         (a)  Common Stock, $0.0001 par value per share: 50,000,000

         (b)  Preferred Stock, $0.0001 par value per share: 10,000,000, which
              have been designated as follows:

              (i)    Series A 10% Cumulative Convertible Preferred Stock: 30,000

              (ii)   Series B Convertible Preferred Stock: 2,000,000

         6. The number of authorized shares and the par value of each class and
series of shares after the amendment will not change.

         7. This Certificate of Amendment shall be effective upon filing with
the Utah Division of Corporations.

         IN WITNESS WHEREOF, we have signed this Certificate of Amendment as of
this 10th day of July, 2001.

                                            VOLU-SOL, INC
                                            a Utah corporation


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

<PAGE>


                                 VOLU-SOL, INC.
                                 --------------

                              AMENDED AND RESTATED
                      DESIGNATION OF RIGHTS AND PREFERENCES
                                       OF
                  A 10% CONVERTIBLE NON-VOTING PREFERRED STOCK

         Pursuant to the authority vested in the Board of Directors of Volu-Sol,
Inc., a Utah corporation (the "Company"), in its Articles of Incorporation and
as permitted by Section 602 of the Utah Revised Business Corporation Act, as
amended (the "Utah Act"), the Company's Board of Directors does hereby establish
a series of the Company's Preferred Stock designated as Series A 10% Convertible
Non-Voting Preferred Stock ("Series A Preferred Stock") and does hereby
designate the rights, preferences, privileges and other attributes of the shares
of Series A Preferred Stock, as amended, as follows:

         1. Designation and Number of Shares.

         A series of the Company's Preferred Stock is hereby established, to be
designated and known as "Series A 10% Convertible Non-Voting Preferred Stock"
(hereinafter referred to as the "Series A Preferred Stock"), consisting of
thirty thousand (30,000) shares of the authorized and unissued shares of the
Company's Preferred Stock, $0.0001 par value per share. The Company shall from
time to time, in accordance with the laws of the State of Utah, increase the
number of shares of its Common Stock, $0.0001 par value per share, if at any
time the number of shares of the Company's Common Stock remaining unissued and
available for issuance shall not be sufficient to permit conversion of the
Series A Preferred Stock provided herein.

         2. Dividends.

         The holders of shares of Series A Preferred Stock shall be entitled to
receive an annual dividend out of any of the Company's assets legally available
therefore, prior and in preference to any declaration or payment of any dividend
on the Common Stock of the Company, at the rate of ten percent (10%) per annum
on the stated value of the Series A Preferred Stock (or $200.00 per share of
Series A Preferred Stock). Dividends will be paid either in cash or in
additional shares of Series A Preferred stock at the discretion of the Board of
Directors to holders of record of shares of Series A Preferred Stock as they
appear on the books and records of the Company on such record dates not less
than ten (10) days nor more than sixty (60) days preceding the payment dates
thereof, as may be fixed by the Board of Directors of the Company. Dividends
shall be fully cumulative and shall accrue from the date of original issuance of
the Series A Preferred Stock. Once dividends are paid on the Series A Preferred
Stock, holders of shares of Series A Preferred Stock will not participate in
dividends paid to holders of Common Stock. Except as described below, no
dividends shall be paid or declared and set apart for payment on any class or
series of shares of the Company that are junior to the Series A Preferred Stock
<PAGE>

for any period unless full cumulative dividends have been paid contemporaneously
are declared and paid or set apart for payment on the Series A Preferred Stock.
A dividend payable in shares of Common Stock or in shares of another class of
shares junior to the Series A Preferred Stock may, however, be made. Dividends
on the Series A Preferred Stock may, at the option of the Company's Board of
Directors, be paid in either cash or in additional shares of Series A Preferred
Stock; provided, however, that if accrued dividends on the Series A Preferred
Stock are paid in additional shares of Series A Preferred Stock, accrued
dividends paid subsequent thereto shall not be paid on shares of Series A
Preferred Stock that were previously paid as stock dividends. Holders of Series
A Preferred Stock shall not participate in excess dividends remaining following
payment of all accrued and unpaid dividends owing to holders of Series A
Preferred Stock.

         3. Liquidation Preference.

         (a) In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Company, the holders of Series A Preferred
Stock shall be entitled to receive out of the assets of the Company 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
Company ranking junior upon liquidation to the Series A Preferred Stock,
liquidation distributions in the amount of Two Dollars ($2.00) per share plus
all accrued and unpaid regular or special dividends, if any, multiplied by 133%,
before any payment is made to holders of shares of the Company's equity
securities that are junior to the Series A Preferred Stock. If upon any
voluntary or involuntary liquidation, dissolution or winding up of the Company,
the assets of the Company shall be insufficient to make the full payment on the
Series A Preferred Stock as described in the immediately preceding sentence, and
similar payments on any other class of shares ranking on a parity with the
Series A Preferred Stock upon liquidation, then the holders of the Series A
Preferred Stock and of such other class of shares will share ratably in any such
distribution of assets of the Company in proportion to the full respective
distributable amounts to which they are entitled.

         (b) After payment to the holders of the Series A Preferred Stock of the
amounts set forth in subparagraph 3(a) above, the holders of Series A Preferred
Stock will not be entitled to any further participation in any distribution or
payment by the Company, and the entire remaining assets and funds of the Company
legally available for distribution, if any, shall be distributed among the
holders of shares of Common Stock in proportion to the shares of Common Stock
then held by them.

         (c) A consolidation or merger of the Company with or into any other
corporation or corporations, or a sale of all or substantially all of the assets
of the Company that does not involve a distribution by the Company 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 Company within the meaning of this
Section 3, but rather shall be subject to the provisions of Section 6 below.

<PAGE>


         4. Voting Rights.

         Except as otherwise expressly provided herein or as required by Utah
law, the holders of Series A Preferred Stock shall not be entitled to voting
rights, except that without the approval of holders of a majority of the
outstanding shares of Series A Preferred Stock, the Company will not (i)
authorize, create or issue any shares of any class or series ranking senior to
the Series A Preferred Stock as to liquidation rights; (ii) amend, alter or
repeal by any means the Company's Articles of Incorporation if the powers,
preferences or special rights of the Series A Preferred Stock would be
materially adversely affected; or (iii) become subject to any restriction on the
Series A Preferred Stock other than restrictions arising solely under the Utah
Act or existing under the Company's Articles of Incorporation as in effect on
June 12, 2000. Upon conversion of shares of Series A Preferred Stock by holders
thereof into Common Stock of the Company, holders (to the extent of their Common
Stock) shall be entitled to voting rights pertaining to the Common Stock
received upon such conversion.

         5. Conversion of Series A Preferred Stock. The holders of shares of
Series A Preferred Stock shall have the following conversion rights.

         (a) Conversion Limitation. Notwithstanding the conversion rights
regarding the Series A Preferred Stock set forth in Section 5(a) above, any
single holder (or affiliated holders) may not at any time hold shares of the
Company's Common Stock exceeding 4.9% of the total number of issued and
outstanding shares of Common Stock. Thus, any holder or group of affiliated
holders will only be allowed to convert shares of Series A Preferred Stock into
shares of Common Stock in an amount such that such holder's ownership of shares
of Common Stock does not exceed 4.9% of the total number of issued and
outstanding shares of Common Stock.

         (b) Mechanics of Conversion. Each conversion shall be effected by the
holder surrendering the certificate(s) for the shares of Series A Preferred
Stock to be converted to the Company with a Conversion Certificate executed by
the holder for not less than $25,000.00 aggregate conversion amount including
any accrued and unpaid regular and special dividends and accompanied, as
required by the Company, by proper assignment. The date of execution of such
Conversion Certificate and delivery by facsimile to the Company at (801)974-9553
shall be defined as the "Conversion Date." Upon conversion the Company shall use
its reasonable best efforts to deliver to the holder certificates evidencing
shares of the Company's Common Stock within five (5) business days of the
Conversion Date. The Company shall use reasonable best efforts to deliver to the
holder certificates evidencing shares of Series A Preferred Stock that are not
converted within three (3) business days of the Conversion date. In the event a
merger, consolidation or sale of all or substantially all of the assets of the
<PAGE>

Company or a similar business combination involving the Company, all of the
shares of Series A Preferred Stock, at the option of the holder, may be
converted into the number of shares of Common Stock into which the shares of
Series A Preferred Stock are convertible at the time of the closing of such
transaction. In the event the Company shall fail to deliver certificates
evidencing shares of the Company's Common Stock upon any conversion of shares of
Series A Preferred Stock within five (5) business days of the Conversion Date,
the Company shall pay the holder daily liquidated damages in an amount equal to
one percent (1%) of the principal amount of the shares of Series A Preferred
Stock converted into Common Stock for each day beyond said five (5) business
days.

         (c) Adjustment for Combinations or Subdivisions of Common Stock. In the
event the Company at any time or from time to time after the date on which a
share of Series A Preferred Stock was first issued shall declare or pay any
dividend on the Common Stock payable in shares of Common Stock or in any right
to acquire shares of Common Stock, or shall effect a subdivision of the
outstanding shares of Common Stock into a greater number of shares of Common
Stock (by stock split, reclassification or otherwise), or in the event the
outstanding shares of Common Stock shall be combined or consolidated, by
reclassification or otherwise, into a lesser number of shares of Common Stock,
then the Series A Preferred Stock conversion formula set forth in Section 5(a)
above in effect immediately prior to such event shall, concurrently with the
effectiveness of such event, be proportionately increased or decreased, as
appropriate.

         (d) Other Distributions. In the event the Company shall at any time or
from time to time make or issue, or fix a record date for the determination of
holders of Common Stock entitled to receive, a dividend or other distribution
payable in securities of the Company or any of its subsidiaries, if any, then in
each such event a provision shall be made so that the holders of shares of
Series A Preferred Stock shall receive, upon the conversion thereof, the
securities of the Company that they would have received had their Series A
Preferred Stock been converted into shares of Common Stock on the date of such
event.

         (e) No Impairment. The Company will not, by amendment to 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 Company, but will at all
times in good faith assist in the carrying out of all of the provisions of this
Section 5 and in taking of all such action as may be necessary or appropriate in
order to protect the conversion rights of the holders of Series A Preferred
Stock against impairment. No amendment shall be made to the Company's Articles
of Incorporation that would alter or change the powers, preferences or
privileges of the shares of Series A Preferred Stock so as to affect them
adversely without the vote or approval of the holders of at least a majority of
the outstanding shares of Series A Preferred Stock.

         (f) Certificates as to Adjustments. Upon the occurrence of each
adjustment or readjustment of the Series A Preferred Stock conversion formula
pursuant to this Section 5, the Company at its expense shall promptly compute
such adjustment or readjustment in accordance with the terms hereof and cause an
independent public accountant selected by the Company's Board of Directors to
verify such computation and prepare and furnish to each holder of Series A
Preferred Stock a certificate setting forth such adjustment or readjustment and
showing in detail the facts upon which such adjustment or readjustment is based.
<PAGE>

The Company shall, upon the written request at any time of any holders of Series
A Preferred Stock, furnish or cause to be furnished to such holder a like
certificate setting forth (i) such adjustments and readjustments; (ii) the
Series A Preferred Stock conversion formula at the time in effect; and (iii) the
number of shares of Common Stock that at the time would be received upon the
conversion of shares of Series A Preferred Stock.

         (g) Notices of Record Date. In the event of any taking by the Company
of a record 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 shares of Common Stock, 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 Company
shall mail to each holder of Series A Preferred Stock at least ten (10) 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.

         (h) Issue Taxes. The Company shall pay any and all issue and other
taxes that may be payable in respect of any issue or delivery of shares of
Common Stock upon conversion of shares of Series A Preferred Stock pursuant
hereto; provided, however, that the Company shall not be obligated to pay any
transfer taxes resulting from any transfer requested by any holder of shares of
Series A Preferred Stock in connection with any such conversion.

         (i) Reservation of Stock Issuable upon Conversion. The Company 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 A Preferred Stock, such number of its shares of Common Stock as
shall from time to time be sufficient to effect the conversion of all the shares
of issued and outstanding Series A 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 of the shares of issued and outstanding Series A
Preferred Stock, the Company will 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 shareholder approval of any necessary amendment to the Company's
Articles of Incorporation.

         (j) Fractional Shares. No fractional share of Common Stock or
securities representing fractional shares of Common Stock shall be issued upon
the conversion of any share or shares of Series A Preferred Stock. All shares of
Common Stock (including fractions thereof) issuable upon conversion of more than
one (1) share of Series A Preferred Stock by a holder thereof shall be
<PAGE>

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 Company shall, in lieu of issuing any fractional share, pay the
holder otherwise entitled to such fraction a sum in cash equal to the current
market value of such fraction on the date of conversion.

         (k) Notices. Any notice required by the provisions of this Section 5 to
be given to the holders of shares of Series A 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 and
records of the Company.

         (l) Adjustments. In case of any reorganization or any reclassification
of the capital stock of the Company, any consolidation or merger of the Company
with or into another corporation or corporations, or the conveyance of all or
substantially all of the assets of the Company to another corporation, each
share of Series A Preferred Stock shall thereafter be convertible into the
number of shares of stock or other securities or property (including cash) to
which a holder of the number of shares of Common Stock deliverable upon
conversion of such shares of Series A Preferred Stock would have been entitled
upon the record date (or date of, if no record date is fixed) such
reorganization, reclassification, consolidation, merger or conveyance; any, in
any case, appropriate adjustment (as determined by the Company's Board of
Directors) shall be made in the application of the provisions herein set forth
with respect to the rights and interests thereafter of the holders of such
Series A Preferred Stock, to the end that the provisions set forth herein shall
thereafter be applicable, as nearly as equivalent as is practicable, in relation
to any shares of stock or the securities or property (including cash) thereafter
deliverable upon the conversion of the shares of such Series A Preferred 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 Company'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
Company, unless the Company's shareholders immediately prior to such sale will,
as a result of such sale, hold (by virtue of securities issued as consideration
for the Company'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 A 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
<PAGE>

combination thereof, at the closing of any such Sales Transaction, at the
holder's discretion, an amount per share equal to Two Hundred Dollars ($200,00)
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 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 A 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 A Preferred Stock in
proportion to the product of the liquidation preferences of each such share and
the number of such shares owned by each such holder. Upon completion of the
payment to the holders of Series A Preferred Stock as provided above, the
remaining proceeds of such Sales Transaction shall be distributed among the
holders of record (as of the date of the consummation of the Sales Transaction)
of shares of Common Stock in proportion to the number of shares of Common Stock
then held. Unless otherwise consented to by the holders of a majority of the
outstanding shares of Series A Preferred Stock, such payments shall be made with
respect to the Series A Preferred Stock and to holders of Common Stock by
purchase of such shares of Series A Preferred Stock and Common Stock by the
surviving corporation, entity or person, or by redemption of such shares by the
Company, in the discretion of the Company.

         (b) Any securities to be delivered to the holders of Series A 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 reported on the
NASDAQ SmallCap Market, the value shall be deemed to be the average of the
closing prices of the securities on such exchange over the thirty (30) day
period ending three (3) days prior to the closing;

                     (B) If actively traded over-the-counter, 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 Company's Board of
Directors and the holders of a majority of the outstanding shares of Series A
Preferred Stock.

              (iii) 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
affiliate of the Company) 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 Company and
the holders of a majority of the outstanding shares of Series A Preferred Stock.
<PAGE>

              (c) In the event the requirements of Section 6(a) above are not
complied with, the Company 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 A 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 Company shall give each holder of record of Series A
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 Company 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 Company has given the notice provided for herein or
sooner than ten (10) days after the Company 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 A Preferred Stock.

         7. Restrictions and Limitations. So long as any shares of Series A
Preferred Stock remain issued and outstanding, the Company shall not without the
consent of the holders of a majority of the shares of Series A Preferred Stock
then outstanding:

         (a) Purchase, redeem, or otherwise acquire (or pay into or set aside
for a sinking fund for such purpose) any of the Common Stock of the Company;
provided, however, that this restriction shall not apply to the repurchase of
fractional shares, odd lots of shares of Common Stock from directors, officers,
consultants or employees of the Company or any subsidiary, if any; or

         (b) Effect any reclassification, recapitalization or other change with
respect to any outstanding shares of stock that results in the issuance of
shares of stock having any preference or priority as to dividends, redemption
rights, liquidation preferences, conversion rights, voting rights or otherwise,
that are superior to any such preference or priority of the Series A Preferred
Stock; or

         (c) Increase or decrease (other than by redemption or conversion) the
total number of authorized shares of the Company's Preferred Stock or the total
number of shares of the Company's Preferred Stock designated as Series A
Preferred Stock; or

         (d) Authorize or issue, or obligate itself to issue, any other equity
security senior to the Series A Preferred Stock as to dividends, redemption
rights, liquidation preferences, conversion rights, voting rights or otherwise,
or create any obligation or security convertible into or exchangeable for, or
having any option or rights to purchase, any such equity security that is senior
to, the Series A Preferred Stock. The consent of the holders of a majority of
the shares of Series A Preferred Stock shall not be required if any other equity
security on parity with the Series A Preferred Stock as to dividends, redemption
rights, liquidation preferences, conversion rights, voting rights, or otherwise
is to be issued.

         8. No Reissuance of Series A Preferred Stock. No share or shares of
Series A Preferred Stock acquired by the Company 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 Company's Preferred
Stock.

         9. Redemption. The Company shall have the right to call for redemption
up to 66-2/3% of the total number of shares of Series A Preferred stock
initially issued at its option at any time. Notwithstanding what the Market
Price or the Conversion Factor may be at any time, the Company may designate a
different and lower conversion price (the "New Conversion Price") and the call
price for all shares of Series A Preferred Stock called for redemption by the
Company shall be a minimum of 133% of the New Conversion Price. The Company's
call option shall be assignable, in whole or in part, and shall be exercised in
writing with payment to accompany the exercise notice or to be paid within two
(2) business days thereafter. If less than all 66-2/3% of the issued and
outstanding shares of Series A Preferred Stock are to be redeemed, the Company
will select those shares to be redeemed by lot or on a pro rata basis or by any
other method deemed by the Company's Board of Directors to be equitable (with
any necessary adjustments to avoid fractional shares). Any shares of Series A
Preferred Stock for which a written notice of redemption has been given may be
converted into shares of Common Stock at any time before the close of business
on the date fixed for the redemption of such shares of Series A Preferred Stock.
After the date fixed for redemption, dividends on shares of Series A Preferred
stock called for redemption shall cease to accrue, such shares shall no longer
be deemed to be issued and outstanding, and all rights of the holders thereof as
shareholders of the Company shall cease unless the Company defaults on the
payment of the redemption price.

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