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

     The undersigned,  being the President and the Secretary of RemoteMDx,  Inc.
(formerly Volu-Sol, Inc.), a Utah corporation,  do hereby certify and declare as
follows:

     1. The name of the Corporation is RemoteMDx, Inc.;

     2. Attached hereto as Exhibit "A" and incorporated herein by this reference
is a true and  correct  copy of the Third  Amended  Designation  of  Rights  and
Preferences related to the Series A 10% Cumulative  Convertible  Preferred Stock
of Volu-Sol, Inc.

     3. The amendments  described above were adopted by the Corporation's  Board
of Directors by Unanimous  Written  Consent dated December 6, 2001,  pursuant to
the Utah  Revised  Business  Corporations  Act and are being filed with the Utah
Division of  Corporations  as provided by the Act. A copy of the written consent
is attached hereto.

     4.  Approval  of the  amendment  by the  holders of the Series A  Preferred
Shares and the holders of the common stock of the Corporation was not required.

     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
11th day of January 2002.

                               REMOTEMDX, INC.,
                               a Utah corporation


                               By:
                                  ---------------------------------
                                   David G. Derrick, President


                               By:
                                  ---------------------------------
                                  Michael G. Acton, Secretary




<PAGE>


                                 REMOTEMDX, INC.

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

         Pursuant to the authority vested in the Board of Directors of
RemoteMDx, 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 therefor, 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 for any period unless full cumulative dividends have been paid
or 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. Holders of Series A Preferred Stock shall


                                      -1-
<PAGE>

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.

         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.



                                      -2-
<PAGE>

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

                  (a) Right to Convert. Subject to the Conversion Limitation set
forth in Section 5(b) below, each share of Series A Preferred Stock may be
converted at the holder's option at any time at the rate of 370 shares of common
stock for each share of Series A Preferred Stock converted (the "Conversion
Factor").

                  (b) 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.

                  (c) 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 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.

                  (d) Adjustments 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.

                  (e) 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


                                      -3-
<PAGE>

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.

                  (f) 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 the 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.


                  (g) 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. The Company shall, upon the written request at any time
of any holder 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.

                  (h) 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.

                  (i) 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.

                  (j) 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


                                      -4-
<PAGE>

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
of 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.

                  (k) 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
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.

                  (l) 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.


                  (m) 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

                                      -5-
<PAGE>

                           (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
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 preference 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


                                      -6-
<PAGE>

         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.

                  (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 or 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,


                                      -7-
<PAGE>

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.