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                                   EXHIBIT 4.5

                              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:

          a.   The existing Article II is hereby amended to add the following
     subsection A.5:

          5.   (a) Each four shares of Common Stock issued and outstanding as of
          12:00 Midnight Eastern Time on June 30, 2001 (the "Change Time"), and
          each issued four shares of Common Stock held by the Company on and as
          of the Change Time, shall be, on and as of the Change Time, combined
          into one share of Common Stock.

               (b) Each certificate representing shares of Common Stock that is
          issued and outstanding, or issued and held by the Company, immediately
          prior to the Change Time, shall thereafter for all purposes be deemed
          to represent one share of the corresponding class of Common Stock for
          each four (4) shares of Common Stock represented by such certificate;
          and each holder of record of a certificate for four (4) shares of
          Common Stock represented by the certificate of such holder immediately
          prior to the Change Time. No fractional shares of Common Stock or
          script will be issued in connection with the foregoing. Holders of the
          Common Stock who would otherwise be entitled to a fractional share
          will receive the next largest whole number of shares of Common Stock.
          The shares of Common Stock represented by certificates issued pursuant
          to this paragraph shall be validly issued, fully paid and
          nonassessable.

          b.   The existing Article III 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

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          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) the second
          anniversary of the Effective Date (as defined in the Purchase
          Agreement), 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 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 II of the Articles of Incorporation
was adopted by the Board of Directors of the Company on May 30, 2001, and by the
shareholders of the Company on May 30, 2001.

     4.   The foregoing amendment to Article II of the Articles of Incorporation
was approved by the shareholders of the Company as follows:

          a.   The designation of the voting group which voted on the amendment
     was Common Stock; the number of shares of Common

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     Stock outstanding and the number of votes entitled to be cast at the
     meeting by the Common Stock voting group was 15,047,176; the number of
     votes of the Common Stock voting group indisputably represented at the
     meeting was 13,301,130; and

          b.   The total number of votes cast for the amendment by the Common
     Stock voting group was 12,965,908; and the total number of votes cast
     against the amendment by the Common Stock voting group was 281,802.

     5.   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 June 15, 2001, and by the holders of the outstanding shares
of the Company's 3% Series A Convertible Preferred Stock (the "Series A
Preferred") on June 21, 2001.

     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 416; and

          b.   The total number of votes cast for the amendment by the Series A
     Preferred voting group was 416; and the total number of votes cast against
     the amendment by the Series A Preferred voting group was 0.

DATED the 25th day of June, 2001.


                                        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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