Exhibit

4.6




 




 




ARTICLES OF

AMENDMENT




OF THE




ARTICLES OF

INCORPORATION




OF




DAW TECHNOLOGIES,

INC.




 




 




Pursuant to the

provisions of the Utah Revised Business Corporation Act, the undersigned

corporation does hereby adopt the following Articles of Amendment to its

Articles of Incorporation:




 




1.             The name of the corporation is Daw Technologies, Inc

(the “Company”).




 




2.             The Articles of Incorporation of the Company are hereby

amended as follows:




 




The existing Article III,

as previously amended, is hereby amended by deleting the existing subsection

C.5(a)(ii) in its entirety and replacing it with the following:




 




(ii)   Automatic Conversion.   Subject to the provisions of this

paragraph, all outstanding shares of Series A Preferred Stock for which

conversion notices have not previously been received or for which redemption

has not been made or required hereunder shall be automatically converted on the

earlier to occur of:  (A) December 31,

2002, at the then applicable Conversion Price (as defined herein), and (B) the

Trading Day, if any, immediately following a period of thirty consecutive

Trading Days (each of which must occur following the Effective Date) during

each of which the Per Share Market Value (as defined in Section III.C.7) shall

exceed 200% of the Fixed Conversion Price (as defined in Section

III.C.5(c)(i)), at the Fixed Conversion Price (as adjusted hereunder).  The conversion contemplated by this Section

III.C.5(a)(ii) shall not occur without the consent of the Holder at such time

as (a)(1) an Underlying Shares Registration Statement is not then effective or

(2) the Holder is not permitted to resell Underlying Shares pursuant to Rule

144(k) promulgated under the Securities Act, without volume restrictions, as

evidenced by an opinion letter of counsel acceptable to the Holder and the

transfer agent for the Common Stock; (b) there are not sufficient shares of

Common Stock authorized and reserved for issuance upon such conversion; or (c)

the Corporation shall have defaulted in any material respect on its covenants

and obligations hereunder or under the Purchase Agreement or Registration

Rights Agreement (each as defined in Section III.C.7).  Notwithstanding the foregoing, the date on

which an automatic conversion would otherwise occur under this subsection shall

be extended (on a day-for-day basis) for any Trading Days after the Effective

Date that a Holder is unable to resell Underlying Shares under an Underlying

Shares Registration Statement due to (a) the Common Stock not




 




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being listed or quoted

for trading on the NASDAQ or any Subsequent Market; (b) the failure of such

Underlying Shares Registration Statement to be declared effective, or if so

declared, to remain effective during the Effectiveness Period (as defined in

the Registration Rights Agreement) as to all Underlying Shares, or (c) the

suspension of the Holder’s right to sell Underlying Shares thereunder.  The provisions of Sections 5(a)(iii)(A) and

(B) shall not apply to any automatic conversion pursuant to this Section

5(a)(ii).




 




3.             The foregoing amendment to Article III of the Articles

of Incorporation was adopted by the Board of Directors of the Company by

unanimous written consent on September 17, 2002, and by the holders of the

outstanding shares of the Company’s 3% Series A Convertible Preferred Stock

(the “Series A Preferred”) by unanimous written consent on September 17, 2002.




 




6.           The foregoing amendment to Article III of the Articles of

Incorporation was approved by the holders of the Series A Preferred as follows:




 




a.             The designation of the voting group which voted on the

amendment was Series A Preferred; the number of shares of Series A Preferred

outstanding and the number of votes entitled to be cast by the holders of the

Series A Preferred voting group was 411; and




 




b.             The total number of votes cast for the amendment by the

Series A Preferred voting group was 411; and the total number of votes cast

against the amendment by the Series A Preferred voting group was 0.




 




 




DATED the 18th day of September,

2002.




 




	

   


  	

   


  	

  DAW TECHNOLOGIES, INC.,


  
	

   


  	

   


  	

  a Utah corporation


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By: 


  	

  s/ Randy K.

  Johnson


  	

   


  
	

   


  	

   


  	

   


  	

  Randy K.

  Johnson, Vice President,


  
	

   


  	

   


  	

   


  	

  Secretary and

  General Counsel


  





 




 




ADDRESS TO WHICH DIVISION MAY SEND




COPY UPON COMPLETION OF FILING




 




Randy K. Johnson




DAW TECHNOLOGIES, INC.




2700 South 900 West




Salt Lake City, UT 84119




 




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