DAW TECHNOLOGIES INC /UT
EXHIBIT 10.9
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<TYPE>EX-10.9
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<FILENAME>a2077547zex-10_9.txt
<DESCRIPTION>EXHIBIT 10.9
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EXHIBIT 10.9

                                 AMENDMENT NO. 1

                             DAW TECHNOLOGIES, INC.

                        1999 OMNIBUS STOCK INCENTIVE PLAN

         The Daw Technologies, Inc. 1999 Omnibus Stock Incentive Plan (the
"Plan") is hereby amended as follows:

         SECTION 6 OF THE PLAN IS AMENDED AND RESTATED TO READ IN ITS ENTIRETY
AS FOLLOWS:

6.       Awards Under the Plan; Award Agreement; Options to Non-Employee
         Directors.

         (a)      AWARDS UNDER THE PLAN; AWARD AGREEMENT. The Committee may
                  grant Options, Tandem SARs, Stand-Alone SARs, shares of
                  Restricted Stock, shares of Phantom Stock and Stock Bonuses,
                  in such amounts and with such terms and conditions as the
                  Committee shall determine, subject to the provisions of the
                  Plan. Each Incentive Award granted under the Plan (except an
                  unconditional Stock Bonus) shall be evidenced by an Award
                  Agreement which shall contain such provisions as the Committee
                  may in its sole discretion deem necessary or desirable. By
                  accepting an Incentive Award, a Participant thereby agrees
                  that the award shall be subject to all of the terms and
                  provisions of the Plan and the applicable Award Agreement.

         (b)      OPTIONS TO NON-EMPLOYEE DIRECTORS.

                  i.       PARTICIPATION. Options under this Subsection 6 (b)
                           shall be made only to Non- Employee Directors.

                  ii.      ANNUAL OPTION GRANTS.

                  a.       TIME OF INITIAL GRANT. If any person who is not then
                           an officer or employee of the Company shall become a
                           director of the Company, there shall be granted
                           automatically to such person (without any action by
                           the Board or Committee) a Nonqualified Stock Option
                           (the Grant Date of which shall be the date such
                           person takes office) to purchase 5,000 shares of
                           Common Stock.

                  b.       SUBSEQUENT ANNUAL OPTIONS. On the 19th day of
                           November of each year during the term of the Plan,
                           there shall be granted automatically (without any
                           action by the Committee or the Board) a Nonqualified
                           Stock Option to purchase 5,000 shares of Common Stock
                           to each Non-Employee Director then in office.

                  iii.     MAXIMUM NUMBER OF SHARES. Annual grants that would
                           otherwise exceed the maximum number of shares under
                           the Plan shall be prorated within such limitation.


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                           A Non-Employee Director shall not exercise more than
                           30,000 options granted under this Subsection 6(b) in
                           any given calendar year.

                  iv.      OPTION PRICE. The purchase price per share of the
                           Common Stock covered by each Option granted pursuant
                           to this Subsection 6(b) shall be 100% of the Fair
                           Market Value of the Common Stock on the Grant Date.
                           The exercise price of any Option granted under this
                           Subsection 6(b) shall be paid in full at the time of
                           each purchase in cash or by check or in shares of
                           Common Stock valued at their Fair Market Value on the
                           date of exercise of the Option, or partly in such
                           shares and partly in cash, provided that any such
                           shares used in payment shall have been owned by the
                           Participant at least six months prior to the date of
                           exercise.

                  v.       OPTION PERIOD AND EXERCISABILITY. Each Option granted
                           under this Subsection 6(b) and all rights or
                           obligations thereunder shall commence on the Grant
                           Date and expire ten (10) years thereafter and shall
                           be subject to earlier termination as provided below.
                           Options granted under this Subsection 6(b) shall vest
                           and be exercisable at the rate of fifty percent (50%)
                           on the Grant Date and fifty percent (50%) on the one
                           (1) year anniversary of the Grant Date.

                  vi.      TERMINATION OF DIRECTORSHIP. If a Non-Employee
                           Director's services as a member of the Board of
                           Directors terminate by reason of death, disability or
                           retirement, an Option granted pursuant to this
                           Subsection 6(b) held by such Participant shall
                           immediately become and shall remain exercisable for
                           one (1) year after the date of such termination or
                           until the expiration of the stated term of such
                           Option, whichever first occurs. If a Non-Employee
                           Director's services as a member of the Board of
                           Directors terminate for any other reason, any portion
                           of an Option granted pursuant to this Subsection 6(b)
                           which is not then exercisable shall terminate and any
                           portion of such Option which is then exercisable may
                           be exercised within a period of ninety (90) days
                           after the date of such termination or until the
                           expiration of the stated term, whichever first
                           occurs.

                  vii.     ADJUSTMENTS. Options granted under this Subsection
                           6(b) shall be subject to adjustment as provided in
                           the Plan, but only to the extent that (i) such
                           adjustment and the Committee's actions in respect
                           thereof satisfy applicable criteria under Rule 16b-3,
                           (ii) such adjustment in the case of a Change in
                           Control Event is effected pursuant to the terms of a
                           reorganization agreement approved by stockholders of
                           the Company, and (iii) such adjustment is consistent
                           with adjustments to Options held by persons other
                           than executive officers or directors of the Company.

                  viii.    ACCELERATION UPON A CHANGE IN CONTROL EVENT. Upon the
                           occurrence of a Change in Control Event, each Option
                           granted under this Subsection 6(b) shall become
                           immediately exercisable in full. To the extent that
                           any Option granted under this Subsection 6(b) is not
                           exercised prior to (i) a dissolution of the Company
                           or (ii) a merger or other corporate event that the
                           Company does not survive, and no provision is (or
                           consistent with the provisions of this Subsection
                           6(b) can be) made for the assumption, conversion,
                           substitution or exchange of the Option, the Option
                           shall terminate upon the occurrence of such event.

                  ix.      LIMITATION ON AMENDMENTS. The provisions of this
                           Subsection 6(b) shall not be amended more than once
                           every six months (other than as may be necessary to


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                           conform to any applicable changes in the Code or the
                           rules thereunder), unless such amendment would be
                           consistent with the provisions of Rule 16b-3 ( c) (2)
                           (ii) (or any successor provision).





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