Exhibit 10.38

                          AMENDED AND RESTATED WARRANT

NEITHER THE SECURITIES  REPRESENTED HEREBY NOR THE SECURITIES  ISSUABLE UPON THE
EXERCISE  HEREOF  HAVE BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED (THE  "SECURITIES  ACT"),  OR ANY STATE  SECURITIES  LAWS AND MAY NOT BE
OFFERED,  SOLD,  PLEDGED,  ASSIGNED,  OR  OTHERWISE  TRANSFERRED  UNLESS  (1)  A
REGISTRATION  STATEMENT WITH RESPECT  THERETO IS EFFECTIVE  UNDER THE SECURITIES
ACT AND ANY APPLICABLE  STATE  SECURITIES  LAWS, OR (2) THE COMPANY  RECEIVES AN
OPINION  OF COUNSEL TO THE  HOLDER OF THIS  WARRANT  OR SUCH  SECURITIES,  WHICH
COUNSEL  AND OPINION  ARE  REASONABLY  SATISFACTORY  TO THE  COMPANY,  THAT THIS
WARRANT OR SUCH  SECURITIES,  AS  APPLICABLE,  MAY BE  OFFERED,  SOLD,  PLEDGED,
ASSIGNED,  OR  OTHERWISE  TRANSFERRED  IN THE  MANNER  CONTEMPLATED  WITHOUT  AN
EFFECTIVE  REGISTRATION  STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE  STATE
SECURITIES LAWS.

         THE TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED HEREIN.

                            URBAN COOL NETWORK, INC.

                  Warrants for the Purchase of 1,050,000 Shares
                   of Common Stock, Par Value $ 0.01 per share

No. ______                                                        March 30, 2000

      THIS CERTIFIES that, for value received  Stanley  Wolfson.  (together with
all permitted assigns,  the "Holder") is entitled to subscribe for, and purchase
from, Urban Cool Network, Inc., a Delaware corporation (the "Company"), upon the
terms and conditions set forth herein,  1,050,000  shares of common stock of the
Company,  par value $.01 per share ("Common  Stock").  This Warrant shall become
exercisable as follows:

      (i)   warrants  to  purchase  50,000  shares  of  Common  Stock  shall  be
            immediately exercisable;

      (ii)  warrants  to  purchase  200,000  shares  of  Common  Stock  shall be
            immediately  granted and  exercisable  upon the  consummation  of an
            initial public offering of the Company's securities;

      (iii) warrants to purchase an  additional  200,000  shares of Common Stock
            shall be  exercisable  upon  e-commerce  solutions,  Inc. and its at
            least  80% owned  subsidiaries,  achieving  gross  sales of at least
            $2,500,000 within 24 months of the Funding Date, as defined below;

      (iv)  warrants to purchase an  additional  200,000  shares of Common Stock
            shall be  exercisable  upon  e-commerce  solutions,  Inc. and its at
            least  80% owned  subsidiaries,  achieving  gross  sales of at least
            $7,500,000 within 24 months of the Funding Date, as defined below;

      (v)   warrants to purchase an  additional  200,000  shares of Common Stock
            shall be  exercisable  upon  e-commerce  solutions,  Inc. and its at
            least 80% owned


<PAGE>

            subsidiaries,  achieving gross sales of at least $15,000,000  within
            24 months of the Funding Date, as defined below; and

      (vi)  warrants to purchase an  additional  200,000  shares of Common Stock
            shall be  exercisable  upon  e-commerce  solutions,  Inc. and its at
            least  80% owned  subsidiaries,  achieving  gross  sales of at least
            $25,000,000 within 24 months of the Funding Date, as defined below.

      The determination of gross sales of e-commerce solutions,  Inc. and its at
least 80% owned subsidiaries  shall be made by the independent  certified public
accountants employed by e-commerce  solutions,  Inc. The Funding Date shall mean
the date that the Company has provided funding to e- commerce solutions, Inc. of
at least $3,000,000, or such lesser amount as agreed to by Stanley Wolfson.

      The rights to subscribe for and purchase  shares of Common Stock  pursuant
to this Warrant shall  terminate at 5:00 p.m.,  New York City local time, on the
date which is the fifth anniversary of the date hereof (such five year term, the
"Exercise  Period") or in the event that this Warrant is to be canceled pursuant
to the terms of the Shareholders'  Agreement dated November 21, 1999, as amended
by an Amendment  dated  December 27,  1999,  and as further  amended by a Second
Amendment to Shareholders'  Agreement dated March 30, 2000, between the Company,
the Holder and e-commerce solutions, Inc.

      During the Exercise  Period,  this Warrant is  exercisable  at an exercise
price of $2.00 per share with respect to the shares of Common Stock  referred to
in (i)  above,  and $1.00 per share with  respect to the shares of Common  Stock
referred  to in (ii)  through  (vi)  above  (the  "Exercise  Price");  provided,
however,  that upon the  occurrence of any of the events  specified in Section 5
hereof,  the rights  granted by this Warrant,  including the number of shares of
Common  Stock to be received  upon such  exercise,  shall be adjusted as therein
specified.

      This Warrant  supersedes  and  replaces the warrant  granted to the Holder
dated November 21, 1999.

      Section 1     Exercise of Warrant.

      (a) This Warrant may be exercised  during the Exercise  Period,  either in
whole or in part, by the surrender of this Warrant (with the election at the end
hereof duly  executed) to the Company,  at Urban Cool  Network,  Inc.,  1401 Elm
Street,  Dallas, Texas 75226, or at such other place as is designated in writing
by the Company, together with a certified or bank cashier's check payable to the
order of the Company in an amount equal to the product of the Exercise Price and
the number of Warrant Shares for which this Warrant is being exercised.

      (b) At any time during the term, the Holder may, at its election, exchange
these Warrants, in whole or in part (an "Warrant Exchange"),  into the number of
shares  determined in accordance with this paragraph 1(b) by surrendering  these
Warrants at the principal office of the Company, accompanied by a notice stating
the  Holder's  intent  to  effect  such  exchange,  the  number  of shares to be
exchanged and the date on which the Holder  requests that such Warrant  Exchange
occur (the "Notice of Exchange").  The Warrant  Exchange shall take place on the
date  specified in the Notice of Exchange  or, if later,  the date the Notice of
Exchange is received by the Company (the "Exchange Date").  Certificates for the
shares issuable upon such Warrant Exchange and, if applicable,  a new Warrant of
like  tenor  evidencing  the  balance of the  shares  remaining  subject to this
Warrant,  shall be issued as of the  Exchange  Date and  delivered to the Holder
within five (5) business days following the Exchange


                                      -2-
<PAGE>

Date. In connection with any Warrant Exchange,  this Warrant shall represent the
right to  subscribe  for and acquire  the number of shares  (rounded to the next
highest  integer)  equal to (i) the number of shares  specified by the Holder in
its Notice of Exchange (the "Total Number") less (ii) the number of shares equal
to the quotient obtained by dividing (A) the product of the Total Number and the
then  existing  exercise  price by (B) the  closing  bid price of a share of the
Company's  Common Stock (prior to an initial  public  offering of the  Company's
securities the closing bid price shall be deemed to be $10.00).

      Section 2     Rights Upon Exercise; Delivery of Securities.

      Upon each exercise of the Holder's rights to purchase Warrant Shares,  the
Holder  shall be deemed  to be the  holder  of  record  of the  Warrant  Shares,
notwithstanding  that the transfer  books of the Company shall then be closed or
certificates  representing the Warrant Shares with respect to which this Warrant
was exercised shall not then have been actually delivered to the Holder. As soon
as practicable after each such exercise of this Warrant, the Company shall issue
and deliver to the Holder a certificate or certificates representing the Warrant
Shares issuable upon such exercise,  registered in the name of the Holder or its
designee.  If this Warrant  should be exercised in part only, the Company shall,
upon surrender of this Warrant for  cancellation,  execute and deliver a Warrant
evidencing  the right of the Holder to  purchase  the  balance of the  aggregate
number of Warrant Shares purchasable  hereunder as to which this Warrant has not
been exercised or assigned.

      Section 3     Registration of Transfer and Exchange.

      Any Warrants  issued upon the transfer or exercise in part of this Warrant
shall be numbered and shall be  registered  in a warrant  register (the "Warrant
Register")  as they are  issued.  The  Company  shall be  entitled  to treat the
registered  holder of any Warrant on the  Warrant  Register as the owner in fact
thereof for all  purposes,  and shall not be bound to recognize any equitable or
other claim to, or interest  in, such  Warrant on the part of any other  person,
and shall not be liable for any  registration  or transfer of Warrants which are
registered  or to be  registered  in the name of a fiduciary or the nominee of a
fiduciary  unless made with the actual  knowledge that a fiduciary or nominee is
committing a breach of trust in requesting  such  registration  of transfer,  or
with the knowledge of such facts that its  participation  therein amounts to bad
faith.  This Warrant shall be transferable on the books of the Company only upon
delivery thereof duly endorsed by the Holder or by his duly authorized  attorney
or representative, or accompanied by proper evidence of succession,  assignment,
or  authority to  transfer.  In all cases of transfer by an attorney,  executor,
administrator,  guardian,  or other  legal  representative,  duly  authenticated
evidence of his, her, or its authority shall be produced.  Upon any registration
of transfer,  the Company  shall deliver a new Warrant or Warrants to the person
entitled  thereto.  This Warrant may be  exchanged,  at the option of the Holder
thereof, for another Warrant, or other Warrants of different  denominations,  of
like tenor and representing in the aggregate the right to purchase a like number
of Warrant  Shares (or portions  thereof),  upon surrender to the Company or its
duly authorized agent.  Notwithstanding the foregoing, the Company shall have no
obligation to cause Warrants to be transferred on its books to any person if, in
the opinion of counsel to the Company,  such  transfer  does not comply with the
provisions of the Securities Act and the rules and regulations thereunder.

      Section 4     Reservation of Shares.


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<PAGE>

      The  Company  shall at all times  reserve  and keep  available  out of its
authorized  and unissued  Common Stock,  solely for the purpose of providing for
the  exercise of the  Warrants,  such number of shares of Common Stock as shall,
from time to time,  be  sufficient  therefor.  The Company  represents  that all
shares  of  Common  Stock  issuable  upon  exercise  of this  Warrant  are  duly
authorized and, upon receipt by the Company of the full payment for such Warrant
Shares,  will be validly  issued,  fully paid,  and  nonassessable,  without any
personal liability  attaching to the ownership thereof and will not be issued in
violation of any preemptive or similar rights of stockholders.

      Section 5     Antidilution.

      (a) In the event  that the  Company  shall at any time  after the  Initial
Exercise Date: (i) declare a dividend on the outstanding Common Stock payable in
shares of its capital stock; (ii) subdivide the outstanding  Common Stock; (iii)
combine the  outstanding  Common Stock into a smaller number of shares;  or (iv)
issue any shares of its capital  stock by  reclassification  of the Common Stock
(including  any such  reclassification  in connection  with a  consolidation  or
merger in which the Company is the continuing corporation),  then, in each case,
the  Exercise  Price per Warrant  Share in effect at the time of the record date
for the  determination  of  stockholders  entitled to receive  such  dividend or
distribution  or of the  effective  date of such  subdivision,  combination,  or
reclassification  shall be adjusted so that it shall equal the price  determined
by multiplying  such Exercise Price by a fraction,  the numerator of which shall
be the number of shares of Common Stock  outstanding  immediately  prior to such
action,  and the  denominator  of which  shall be the number of shares of Common
Stock outstanding  after giving effect to such action.  Such adjustment shall be
made  successively  whenever any event listed above shall occur and shall become
effective  at the  close of  business  on such  record  date or at the  close of
business on the date immediately preceding such effective date, as applicable.

      (b) All  calculations  under this  Section 5 shall be made to the  nearest
cent or to the nearest one-hundredth of a share, as the case may be.

      (c) In any case in which this Section 5 shall  require that an  adjustment
in the  number of Warrant  Shares be made  effective  as of a record  date for a
specified  event,  the Company may elect to defer,  until the occurrence of such
event,  issuing to the Holder,  if the Holder  exercised this Warrant after such
record date, the Warrant  Shares,  if any,  issuable upon such exercise over and
above the number of Warrant  Shares  issuable upon such exercise on the basis of
the  number  of  shares of  Common  Stock in  effect  prior to such  adjustment;
provided,  however,  that the Company  shall deliver to the Holder a due bill or
other  appropriate  instrument  evidencing  the  Holder's  right to receive such
additional  shares of Common Stock upon the  occurrence  of the event  requiring
such adjustment.

      (d) Whenever  there shall be an  adjustment as provided in this Section 5,
the Company shall within 15 days  thereafter  cause written notice thereof to be
sent by registered mail,  postage prepaid,  to the Holder,  at its address as it
shall appear in the Warrant  Register,  which notice shall be  accompanied by an
officer's  certificate  setting forth the number of Warrant Shares  issuable and
the Exercise  Price  thereof  after such  adjustment  and setting  forth a brief
statement of the facts


                                      -4-
<PAGE>

requiring  such  adjustment  and  the  computation   thereof,   which  officer's
certificate  shall  be  conclusive  evidence  of the  correctness  of  any  such
adjustment absent manifest error.

      (e) The  Company  shall not be required  to issue  fractions  of shares of
Common  Stock or other  capital  stock of the Company  upon the exercise of this
Warrant.  If any  fraction  of a share of Common  Stock would be issuable on the
exercise of this Warrant (or specified portions thereof),  the Company shall pay
lieu of such  fraction  an  amount  in cash  equal to the same  fraction  of the
average  closing sale price (or average of the closing bid and asked prices,  if
closing  sale price is not  available)  of Common  Stock for the 10 trading days
ending on and including the date of exercise of this Warrant.

      (f) No  adjustment  in the  Exercise  Price  per  Warrant  Share  shall be
required  if such  adjustment  is less than $.01;  provided,  however,  that any
adjustments  which by reason of this Section 5 are not required to be made shall
be carried forward and taken into account in any subsequent adjustment.

      (g) Whenever the Exercise  Price  payable upon exercise of this Warrant is
adjusted pursuant to subsection (a) above, the number of Warrant Shares issuable
upon exercise of this Warrant shall  simultaneously  be adjusted by  multiplying
the number of Warrant Shares  issuable upon exercise of this Warrant on the date
hereof by the  Exercise  Price in effect on the date  hereof  and  dividing  the
product so obtained by the Exercise Price, as adjusted.

      Section 6     Reclassification; Reorganization; Merger.

      (a) In  case  of any  capital  reorganization,  other  than  in the  cases
referred  to in  Section  5(a)  hereof,  or the  consolidation  or merger of the
Company with or into another  corporation  (other than a merger or consolidation
in which the Company is the continuing  corporation and which does not result in
any reclassification of the outstanding shares of Common Stock or the conversion
of such  outstanding  shares of Common Stock into shares of other stock or other
securities or  property),  or in the case of any sale,  lease,  or conveyance to
another  corporation  of the property and assets of any nature of the Company as
an entirety or  substantially  as an entirety  (such actions  being  hereinafter
collectively  referred  to as  "Reorganizations"),  there  shall  thereafter  be
deliverable  upon  exercise  of this  Warrant  (in lieu of the number of Warrant
Shares  theretofore  deliverable)  the  number  of  shares  of  stock  or  other
securities  or  property to which a holder of the  respective  number of Warrant
Shares which would  otherwise  have been  deliverable  upon the exercise of this
Warrant would have been entitled  upon such  Reorganization  if this Warrant had
been exercised in full immediately prior to such Reorganization.  In case of any
Reorganization, appropriate adjustment, as determined in good faith by the Board
of Directors of the Company,  shall be made in the application of the provisions
herein set forth with respect to the rights and  interests of the Holder so that
the  provisions set forth herein shall  thereafter be  applicable,  as nearly as
possible,  in relation to any shares or other  property  thereafter  deliverable
upon exercise of this  Warrant.  Any such  adjustment  shall be made by, and set
forth  in, a  supplemental  agreement  between  the  Company,  or any  successor
thereto,  and the  Holder,  with  respect  to this  Warrant,  and  shall for all
purposes  hereof  conclusively  be deemed to be an appropriate  adjustment.  The
Company shall not effect any such  Reorganization  unless,  upon or prior to the
consummation thereof, the successor corporation,  or if the Company shall be the
surviving corporation in any such Reorganization and is not the


                                      -5-
<PAGE>

issuer of the shares of stock or other securities or property to be delivered to
holders of shares of the Common Stock outstanding at the effective time thereof,
then such issuer,  shall assume by written  instrument the obligation to deliver
to the Holder such shares of stock, securities,  cash, or other property as such
Holder  shall  be  entitled  to  purchase  in  accordance   with  the  foregoing
provisions.  In the event of sale, lease, or conveyance or other transfer of all
or  substantially  all of the  assets  of the  Company  as  part  of a plan  for
liquidation of the Company,  all rights to exercise this Warrant shall terminate
30 days after the Company gives  written  notice to the Holder that such sale or
conveyance or other transfer has been consummated.

      (b) In case of any  reclassification  or  change  of the  shares of Common
Stock  issuable upon exercise of this Warrant  (other than a change in par value
or from a specified  par value to no par value,  or as a result of a subdivision
or combination,  but including any change in the shares into two or more classes
or series  of  shares),  or in case of any  consolidation  or merger of  another
corporation into the Company in which the Company is the continuing  corporation
and in which there is a  reclassification  or change  (including a change to the
right to receive  cash or other  property)  of the shares of Common Stock (other
than a change in par value, or from no par value to a specified par value, or as
a result of a subdivision or combination, but including any change in the shares
into two or more  classes  or series of  shares),  the Holder or holders of this
Warrant shall have the right thereafter to receive upon exercise of this Warrant
solely  the kind and amount of shares of stock and other  securities,  property,
cash, or any combination thereof receivable upon such reclassification,  change,
consolidation,  or merger by a holder of the number of Warrant  Shares for which
this   Warrant   might   have   been   exercised   immediately   prior  to  such
reclassification,  change,  consolidation,  or merger.  Thereafter,  appropriate
provision shall be made for adjustments  which shall be as nearly  equivalent as
practicable to the adjustments in Section 5.

      (c) The  above  provisions  of this  Section  6 shall  similarly  apply to
successive  reclassifications  and  changes  of shares  of  Common  Stock and to
successive consolidations, mergers, sales, leases, or conveyances.

      Section 7     Notice of Certain Events.

      In case at any time the Company shall propose:

      (a) to pay any dividend or make any distribution on shares of Common Stock
in shares of Common Stock or make any other  distribution  (other than regularly
scheduled  cash  dividends  which are not in a greater amount per share than the
most recent such cash dividend) to all holders of Common Stock; or

      (b) to issue any rights,  warrants,  or other securities to all holders of
Common Stock entitling them to purchase any additional shares of Common Stock or
any other rights, warrants, or other securities; or

      (c) to effect  any  reclassification  or change of  outstanding  shares of
Common  Stock or any  consolidation,  merger,  sale,  lease,  or  conveyance  of
property, as described in Section 6; or

      (d) to effect any liquidation,  dissolution, or winding-up of the Company;
or


                                      -6-
<PAGE>

      (e) to take any  other  action  which  would  cause an  adjustment  to the
Exercise Price per Warrant Share;

then,  and in any one or more of such  cases,  the  Company  shall give  written
notice  thereof  by  registered  mail,  postage  prepaid,  to the  Holder at the
Holder's address as it shall appear in the Warrant Register,  mailed at least 15
days  prior  to:  (i) the date as of which  the  holders  of record of shares of
Common Stock to be entitled to receive any such dividend, distribution,  rights,
warrants,  or other securities are to be determined;  (ii) the date on which any
such   reclassification,   change  of   outstanding   shares  of  Common  Stock,
consolidation,   merger,  sale,  lease,  conveyance  of  property,  liquidation,
dissolution,  or winding-up  is expected to become  effective and the date as of
which it is expected  that  holders of record of shares of Common Stock shall be
entitled to exchange  their shares for  securities  or other  property,  if any,
deliverable   upon  such   reclassification,   change  of  outstanding   shares,
consolidation,   merger,  sale,  lease,  conveyance  of  property,  liquidation,
dissolution, or winding-up; or (iii) the date of such action which would require
an adjustment to the Exercise Price per Warrant Share.

      Section 8     Charges and Taxes.

      The issuance of any shares or other  securities  upon the exercise of this
Warrant and the delivery of certificates or other instruments  representing such
shares or other  securities  shall be made without  charge to the Holder for any
tax or other charge in respect of such issuance. The Company shall not, however,
be  required  to pay any tax which may be payable  in  respect  of any  transfer
involved in the issue and delivery of any  certificate in a name other than that
of the Holder and the Company shall not be required to issue or deliver any such
certificate  unless and until the person or persons requesting the issue thereof
shall have paid to the Company the amount of such tax or shall have  established
to the satisfaction of the Company that such tax has been paid.

      Section 9     Periodic Reports.

      The Company  agrees that until all the Warrant Shares shall have been sold
pursuant to Rule 144 under the Securities Act or a Registration  Statement under
the Securities Act, it shall keep current in filing all reports, statements, and
other  materials  required to be filed with the  Commission to permit holders of
the Warrant Shares to sell such  securities  under Rule 144 under the Securities
Act.

      Section 10    Legend.

      Until sold pursuant to the provisions of Rule 144 or otherwise  registered
under the Securities  Act, the Warrant Shares issued on exercise of the Warrants
shall be subject to a stop transfer order and the  certificate  or  certificates
representing the Warrant Shares shall bear the following legend:

      THE  SECURITIES  REPRESENTED  HEREBY  HAVE NOT BEEN  REGISTERED  UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),  OR ANY STATE
      SECURITIES  LAWS  AND MAY NOT BE  OFFERED,  SOLD,  PLEDGED,  ASSIGNED,  OR


                                      -7-
<PAGE>

      OTHERWISE  TRANSFERRED  UNLESS (1) A  REGISTRATION  STATEMENT WITH RESPECT
      THERETO IS EFFECTIVE  UNDER THE SECURITIES  ACT AND ANY  APPLICABLE  STATE
      SECURITIES  LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE
      HOLDER  OF THE  SECURITIES,  WHICH  COUNSEL  AND  OPINION  ARE  REASONABLY
      SATISFACTORY TO THE COMPANY,  THAT SUCH  SECURITIES MAY BE OFFERED,  SOLD,
      PLEDGED,  ASSIGNED,  OR OTHERWISE  TRANSFERRED IN THE MANNER  CONTEMPLATED
      WITHOUT AN EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE SECURITIES ACT OR
      APPLICABLE STATE SECURITIES LAWS.

      Section 11    Loss; Theft; Destruction; Mutilation.

      Upon receipt of evidence  satisfactory to the Company of the loss,  theft,
destruction,  or mutilation of any Warrant (and upon surrender of any Warrant if
mutilated),   and  upon  receipt  by  the  Company  of  reasonably  satisfactory
indemnification,  the Company shall execute and deliver to the Holder  thereof a
new Warrant of like date, tenor, and denomination.

      Section 12    Stockholder Rights.

      The  Holder  of any  Warrant  shall not have,  solely on  account  of such
status, any rights of a stockholder of the Company,  either at law or in equity,
or to any notice of meetings of stockholders or of any other  proceedings of the
Company, except as provided in this Warrant.

      Section 13    Governing Law.

      This Warrant shall be construed in  accordance  with the laws of the State
of New York  applicable  to  contracts  made and  performed  within  such State,
without regard to principles of conflicts of law.

      IN WITNESS  WHEREOF,  the Company has executed this Warrant as of the date
first above written.

                                                        URBAN COOL NETWORK, INC.

                                                        By:
                                                           ---------------------
                                                           Name:
                                                           Title:

                               FORM OF ASSIGNMENT

(To be executed by the registered  holder if such holder desires to transfer the
attached Warrant.)

      FOR VALUE  RECEIVED,  ______________________  hereby sells,  assigns,  and
transfers  unto  _________________  a Warrant to purchase  __________  shares of
Common Stock, par value


                                      -8-
<PAGE>

$.01 per share, of Urban Cool Network,  Inc., a Delaware
corporation (the "Company"),  and does hereby irrevocably constitute and appoint
___________ attorney to transfer such Warrant on the books of the Company,  with
full power of substitution.

Dated:
      ---------------

                                                     Signature
                                                              ------------------

                                     NOTICE

      The signature on the foregoing  Assignment  must correspond to the name as
written upon the face of this Warrant in every particular, without alteration or
enlargement or any change whatsoever.


                                      -9-