<PAGE>   1
                                                                     EXHIBIT 3.3
     
                             ARTICLES OF AMENDMENT
                                       TO
                           ARTICLES OF INCORPORATION
                                       OF
                         NU-WAVE HEALTH PRODUCTS, INC.


         Pursuant to the provisions of Section 607.1006 of the Florida Business
Corporation Act, this corporation adopts the following articles of amendment to
its Articles of Incorporation:

      1.      The name of the corporation is Nu-Wave Health Products, Inc.

      2.      Article I is amended in its entirety to read as follows:

                 "Article I.      Name

                 The name of the corporation is Dynamic Health Products, Inc."

      3.      Article III of this corporation's Articles of Incorporation is 
amended in its entirety to read as follows:

                            "ARTICLE III.    SHARES

                 The total number of shares which the corporation shall have
                 the authority to issue shall be twenty two million
                 (22,000,000) shares, consisting of twenty million
                 (20,000,000) shares of common stock and two million
                 (2,000,000) shares of preferred stock, all having a par value
                 of $0.01 per share.  The preferred stock may be issued from
                 time to time in one or more series, each of such series to
                 have such terms as stated or expressed herein and in the
                 resolution or resolutions providing for the issue of such
                 series adopted by the Board of Directors of the Corporation as
                 hereinafter provided.  Any shares of preferred stock which may
                 be redeemed, purchased or acquired by the Corporation may be
                 reissued except as otherwise provided by law.  Different
                 shares of preferred stock shall not be construed to constitute
                 different classes of shares for the purposes of voting by
                 classes unless expressly provided.

                          Authority is hereby expressly granted to the Board of
                 Directors from time to time to provide for the issuance of
                 preferred stock in one or more series, and in connection 


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                 with the creation of any such series, by resolution or
                 resolutions providing for the issue of the shares thereof, to
                 determine and fix such voting powers, full or limited, or no
                 voting powers, and such designations, preferences and relative
                 participating, optional or other special rights, and
                 qualifications, limitations or restrictions thereof, including
                 without limitation, dividend rights, special voting rights,    
                 conversion rights, redemption privileges and liquidation
                 preferences, as shall be stated and expressed in such
                 resolutions, all to the full extent now or hereafter permitted
                 by the Florida Business Corporation Act.  Without limited the
                 generality of the foregoing, the resolutions providing for
                 issuance of any series of preferred stock may provide that
                 such series shall be superior or ranked equally or be junior
                 to the preferred stock of any other series to the extent
                 permitted by law.  Except as otherwise specifically provided
                 in a resolution establishing a series of preferred stock, no
                 vote of the holders of the preferred stock or common stock
                 shall be a prerequisite to the issuance of any shares of any
                 series of the preferred stock authorized by and complying with
                 the conditions of these Articles of Incorporation.

                 The shares of each class or series of the Preferred Stock may
                 vary from the shares of any other class or series thereof in
                 any respect.  The Board of Directors may increase the number
                 of shares of the Preferred Stock designated for any existing
                 class or series by a resolution adding to such class or series
                 authorized and unissued shares of the Preferred Stock not
                 designated for any other class or series.  The Board of
                 Directors may decrease the number of shares of the Preferred
                 Stock designated for any existing class or series of the
                 Preferred Stock and the shares so subtracted shall become
                 authorized, unissued and undesignated shares of the Preferred
                 Stock.

                 Prior to the issuance of any shares of a series, but after
                 adoption by the Board of Directors of the resolution
                 establishing such series, the appropriate officers of the
                 Corporation shall file such documents with the State of
                 Florida as may be required by the Florida Business Corporation
                 Act including, without limitation, an amendment to the
                 Articles of Incorporation."

         In connection with the adoption of the aforesaid amendment, the
corporation is effectuating a one for three (1:3) reversed stock split whereby
each three (3) shares of common stock, par value $.01 per share (the "Old
Common 






                                      2

<PAGE>   3

Stock"), outstanding immediately prior to the adoption of the aforesaid
amendment, as well as any shares issuable upon exercise of outstanding options,
will become equivalent to and be exchanged for one (1) share of common stock,
par value $.01 per share (the "New Common Stock").  Fractional shares of New
Common Stock will not be issued as part of the aforesaid exchange of New Common
Stock for shares of Old Common Stock, but any shareholder who would be entitled
to a fractional share of New Common Stock in such exchange will, pursuant to
Section 607.0604(5), Florida Statutes, be paid in money the fair value thereof.


         4.         This amendment was adopted on August 10, 1998.

         5.         This amendment was approved by the shareholders of the 
corporation.  The number of votes cast for the amendment was sufficient for
approval.

         Signed this 10th day of August, 1998.





                                        Nu-Wave Health Products, Inc.


                                        By: /s/ Kotha S. Sekharam
                                           ----------------------
   
                                            Kotha S. Sekharam
    
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                              ARTICLES OF AMENDMENT
                                       TO
                             ARTICLES INCORPORATION
                                       OF
                          NU-WAVE HEALTH PRODUCTS, INC.


      The corporation is filing these articles of amendment to articles of
incorporation pursuant to F.S. 607.0602 to establish a series of shares of
preferred stock.

      FIRST:  The name of the corporation is Nu-Wave Health Products, Inc.

      SECOND: Article III of the articles of incorporation of Nu-Wave Health
Products, Inc. was amended as follows:

             ESTABLISHMENT OF SERIES A CONVERTIBLE PREFERRED STOCK.

      1. DEFINITIONS. As used herein, the following terms shall have the
following meanings:

                  1.1 "Average Closing Price" shall mean the average closing
price of the Common Stock on the Applicable Trading Market.

                  1.2 "Applicable Trading Market" shall mean the OTC Bulletin
Board or, if the Common Stock is listed for trading thereon, The Nasdaq Stock
Market, operated by the National Association of Securities Dealers, Inc., or if
neither of the foregoing is the principal market on which the Common Stock is
then Traded or quoted any principal successor stock exchange or market where
the Common Stock is listed or included.

                  1.3 "Board of Directors" shall mean the Board of Directors of
the Company or, with respect to any action to be taken by the Board of
Directors, any committee of the Board of Directors duly authorized to take such
action.

                  1.4 "Common Stock" shall mean the common stock, par value $.01
per share, of the Company, or any other class of stock resulting from
successive changes or reclassifications of such common stock consisting solely
of changes in par value, or from par value to no par value, or as a result of a
subdivision, combination, or merger, consolidation or similar transaction in
which the Company is a constituent corporation.

                  1.5 "Company" shall mean Nu-Wave Health Products, Inc., a
Florida corporation.

                  1.6 "Conversion Date" shall mean the date upon which the
Company receives the Notice of Conversion provided for in Section 5.2.

                  1.7 "Conversion Rate" shall have the meaning provided for in
Section 5.1.


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                  1.8  "Junior Stock" shall mean the Common Stock and the shares
of any other class or series of stock of the Company created on or after the
issuance of the Series A Preferred Stock that, by the terms of the Articles of
Incorporation or of the instrument by which the Board of Directors, acting
pursuant to authority granted in the Articles of Incorporation, shall fix the
relative rights, preferences and limitations thereof, shall be junior to the
Series A Preferred Stock in respect of the right to receive dividends or to
participate in any other distribution of assets.

                  1.9  "Liquidation  Preference" shall mean, with respect to
each share of Series B Preferred Stock, $5.00.

                  1.10  "Market Value Market" shall mean the Average Closing
Price for a five consecutive trading day period.

                  1.11 "Pari Passu Stock" shall mean the shares of any class or
series of stock of the Company created on or after the issuance of the Series A
Preferred Stock that, by the terms of the Articles of Incorporation or of the
instrument by which the Board of Directors, acting pursuant to authority granted
in the Articles of Incorporation, shall fix the relative rights, preferences and
limitations thereof, shall, in the event that the amounts payable thereon in
liquidation are not paid in full, be entitled to share ratably with the Series A
Preferred Stock in any other distribution of assets in accordance with the sums
or other consideration which would be payable in such distribution if all sums
payable were discharged in full.

                  1.12 "Person" shall mean any individual, corporation, general
partnership, limited partnership, limited liability Partnership, joint venture,
association, joint-stock company, trust, limited liability Company,
unincorporated organization or government or any agency or political subdivision
thereof.

                  1.13 "Series A Preferred Stock" shall mean the Series A
Convertible Preferred Stock designated and created hereby.

      2. CREATION AND DESIGNATION OF SERIES A CONVERTIBLE PREFERRED STOCK.

                  2.1  Pursuant to the authority conferred upon the Board of
Directors by Article III of the Articles of Incorporation of the Company, as
amended, there is hereby created and the Company is hereby authorized to issue
400,000 shares of a first series of preferred stock, designated "Series A
Convertible Preferred Stock," par value $.01 which shall have the
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terms, conditions, designation, preferences and privileges, relative,
participating, optional and other special rights, qualifications, limitations
and restrictions as provided for herein.

                  2.2 Each share of Series A Preferred Stock shall have the same
rights and preferences as and be identical in all respects with each other share
of Series A Preferred Stock.

                  2.3 The Company may create, authorize or issue any shares of
Junior Stock or Pari Passu Stock or increase or decrease the amount of
authorized capital stock of any class without the consent of the holders of
Series A Preferred Stock and in taking such actions the Company shall not be
deemed to have affected adversely the rights, preferences, privileges or voting
rights of holders of shares of Series A Preferred Stock.

         3.       VOTING.

                  The holders of record shares of Series A Preferred Stock and
the holders of record of the Common Stock, voting as a single class, shall be
entitled to one vote for each share on all matters submitted to the
shareholders, subject to the right of the Board of Directors to fix a record
date for the determination of shareholders entitled to notice of and to vote at
any meeting.

         4.       LIQUIDATION RIGHTS.

                  4.1 In the event of any liquidation, dissolution or winding-up
of the Company, whether voluntary or involuntary, the holders of the shares of
Series A Preferred Stock shall be entitled to receive out of the assets of the
Company available for distribution to stockholders the Liquidation Preference in
preference to the holders of, and before any distribution is made on, any Junior
Stock, including, without limitation, on any Common Stock.

                  4.2 Neither the sale, conveyance, exchange or transfer (for
cash, shares of stock, securities or other consideration) of all or
substantially all the property and assets of the Company nor the merger or
consolidation of the Company into or with any other corporation, or the merger
or consolidation of any other corporation into or with the Company, shall be
deemed to be a liquidation, dissolution or winding up, voluntary or involuntary,
for the purposes of this Section 4.

                  4.3 After the payment to the holders of the shares of Series A
Preferred Stock of full preferential amounts provided for in this Section 4, the
holders of Series A Preferred Stock as such shall have no right or claim to any
of the remaining assets of the Company.

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                  4.4 In the event the assets of the Company available for
distribution to the holders of shares of Series A Preferred Stock upon any
liquidation, dissolution or winding up of the Company, whether voluntary or
involuntary, shall be insufficient to pay in full all amounts to which holders
are entitled pursuant to Section 4.1, no such distribution shall be made on
account of any shares of any Pari Passu Stock upon such liquidation, dissolution
or winding up unless proportionate distributable amounts shall be paid on
account of the shares of Series A Preferred Stock, ratably, in proportion to the
full distributable amounts for which holders of all Series A Preferred Stock and
Pari Passu Stock are entitled upon such liquidation, dissolution or winding up.

         5.       CONVERSION.

                  5.1 The holder of Series A Preferred Stock shall have the
right, at its option, at any time and from time to time to convert, subject to
the terms and provisions of this Section 5, any or all of the holder's shares of
Series A Preferred Stock. In such case, each share of Series A Preferred Stock
shall be converted into one (1) (the "Conversion Rate") fully paid and
nonassessable shares of Common Stock. In the event that the Average Closing
Price of the Common Stock for any five consecutive trading day period after the
date hereof is $5.00 per share or more (subject to adjustment upon the
occurrence of the same events and in the same manner as is provided for in this
Section 5.1), each holder of Series A Preferred Stock shall be deemed to have
automatically given notice of the conversion of all of such holder's shares of
Series A Preferred Stock.

                  5.2 The conversion right of a holder of Series A Preferred
Stock shall be exercised by the holder by the surrender of the certificates
representing shares to be converted to the Company at any time during usual
business hours at its principal place of business, accompanied by written notice
(the "Notice of Conversion") that the holder elects to convert all or a portion
of the shares of Series A Preferred Stock represented by such certificate. The
Notice of Conversion shall read substantially as follows:

                  The undersigned holder (the "Holder") is surrendering to
                  Nu-Wave Health Products, Inc., a Florida corporation (the
                  "Company"), one or more certificates representing shares of
                  Series A Convertible Preferred Stock of the Company (the
                  "Series A Preferred Stock") in connection with the Conversion
                  of all or a portion of the Series A Preferred Stock into
                  shares of Common Stock, $.01 par value per share, of the
                  Company (the "Common Stock") as set forth below.

                         1. The Holder understands that the Series A Preferred
                  Stock was issued by the Company pursuant to the exemption from
                  registration under the United States Securities Act of 1933,
                  as amended (the "Securities Act").




                                      
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                        2. The Holder represents and warrants that all offers
                  and sales of the Common Stock issued to the Holder upon such
                  conversion of the Series A Preferred Stock shall be made
                  either pursuant to an effective registration statement under
                  the Securities Act, in compliance with Rule 144, or pursuant
                  to some other exemption from registration.

                         3. The Holder is subject to a lockup agreement dated
                  June ___, 1998.

                  Number of shares of Series A Preferred Stock being converted: 
                  ___________.

                  Applicable Conversion Price:  _______.

                  Number of shares of Common Stock issuable: __________.

                                                          Name of Holder:


                                                          ---------------------
                                                         (Signature of Holder)

         5.3 Immediately prior to the close of business on the date of receipt
by the Company of Notice of Conversion, the converting holder of Series A
Preferred Stock shall be deemed to be the holder of record of Common Stock
issuable upon conversion of such holder's Series A Preferred Stock
notwithstanding that certificates representing such Common Stock shall not then
be actually delivered to such person. On the Conversion Date, all rights with
respect to the shares of Series A Preferred Stock so converted, including the
rights, if any, to receive notices, will terminate, except only the rights of
holders thereof to (i) receive certificates for the number of shares of Common
Stock into which such shares of Series A Preferred Stock have been converted;
and (ii) exercise the rights to which they are entitled as holders of Common
Stock.

         5.4 The Conversion Rate shall be subject to adjustment in case the
Company shall at any time or from time to time (A) make a redemption payment or
pay a dividend (or other distribution) payable in shares of Common Stock on any
class of capital stock (which, for purposes of this Section 5.4 shall include,
without limitation, any dividends or distributions in the form of options,
warrants or other rights to acquire capital stock) of the Company; (B) subdivide
the outstanding shares of Common Stock into a larger number of shares; (C)
combine the outstanding shares of Common Stock into a smaller number of shares;
(D) issue any shares of its capital stock in a reclassification of the Common
Stock; or (E) pay a dividend or make a distribution to all holders of shares of
Common Stock pursuant to a stockholder rights plan, "poison pill" or similar
arrangement then, and in each such case, the Conversion Rate in effect
immediately prior to such event shall be adjusted (and any other appropriate
actions shall be taken by the 

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Company) so that the holder of any share of Series A Preferred Stock thereafter
surrendered for conversion shall be entitled to receive the number of shares of
Common Stock that such holder would have owned or would have been entitled to
receive upon or by reason of any of the events described above, had such share
of Series A Preferred Stock been converted immediately prior to the occurrence
of such event. An adjustment made pursuant to this Section 5.4 shall become
effective retroactively (x) in the case of any such dividend or distribution, to
the day immediately following the close of business on the record date for the
determination of holders of Common Stock entitled to receive such dividend or
distribution or (y) in the case of any such subdivision, combination or
reclassification, to the close of business on the day upon which such corporate
action becomes effective.

                  5.5 Upon any increase or decrease in the Conversion Rate,
then, and in each such case, the Company promptly shall deliver to each holder
of Series A Preferred Stock a certificate signed by an authorized officer of the
Company, setting forth in reasonable detail the event requiring the adjustment
and the method by which such adjustment was calculated and specifying the
increased or decreased Conversion Rate then in effect following such adjustment.

                  5.6 No fractional shares or scrip representing fractional
shares of Common Stock shall be issued upon the conversion of any shares of
Series A Preferred Stock. If more than one share of Series A Preferred Stock
shall be surrendered for conversion at one time by the same holder the number of
full shares of Common Stock issuable upon conversion thereof shall be computed
on the basis of the aggregate Liquidation Preference of the shares of Series A
Preferred Stock so surrendered. If the conversion of any share or shares of
Series A Preferred Stock results in a fraction, an amount equal to such fraction
multiplied by the last reported closing bid price of the Common Stock on the
Nasdaq Stock Market at the close of business on the trading day next preceding
the day of conversion shall be paid to such holder in cash by the Company.

                  5.7 In case of any capital reorganization or reclassification
or other change of outstanding shares of Common Stock (other than a change in
par value, or from par value to no par value, or from no par value to par
value), or in case of any consolidation or merger of the Company with or into
another Person (other than a consolidation or merger in which the Company is the
resulting or surviving Person and which does not result in any reclassification
or change of outstanding Common Stock), or in case of any sale or other
disposition to another Person of all or substantially all of the assets of the
Company (any of the foregoing, a "Transaction"), each share of Series A
Preferred Stock then outstanding shall, without the consent of any holder of
Series A Preferred Stock, become convertible only into the kind and amount of
shares of stock or other securities (of the Company or another issuer) or
property or cash receivable upon such Transaction by a holder of the number of
shares of Common Stock into which such share of Series A Preferred Stock could
have been converted immediately prior to such Transaction after giving effect to
any adjustment event. The provisions of this Section


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5.7 and any equivalent thereof in any such certificate similarly shall apply to
successive Transactions. The provisions of this Section 5.7 shall be the sole
right of holders of Series A Preferred Stock in connection with any Transaction
and such holders shall have no separate vote thereon.

                  5.8 In the case of any distribution by the Company to its
stockholders of substantially all of its assets, each holder of Series A
Preferred Stock will participate pro rata in such distribution based on the
number of shares of Common Stock into which such holders' shares of Series A
Preferred Stock would have been convertible immediately prior to such
distribution.

                  5.9 The Company shall at all times reserve and keep available
for issuance upon the conversion of the Series A Preferred Stock, such number of
its authorized but unissued shares of Common Stock as will from time to time be
sufficient to permit the conversion of all outstanding shares of Series A
Preferred Stock, and shall take all action required to increase the authorized
number of shares of Common Stock if at any time there shall be insufficient
authorized but unissued shares of Common Stock to permit such reservation or to
permit the conversion of all outstanding shares of Series A Preferred Stock.

                  5.10 The issuance or delivery of certificates for Common Stock
upon the conversion of shares of Series A Preferred Stock shall be made without
charge to the converting holder of shares of Series A Preferred Stock for such
certificates or for any tax in respect of the issuance or delivery of such
certificates or the securities represented thereby, and such certificates shall
be issued or delivered in the respective names of, or in such names as may be
directed by, the holders of the shares of Series A Preferred Stock converted;
provided, however, that the Company shall not be required to pay any tax which
may be payable in respect of any transfer involved in the issuance and delivery
of any such certificate in a name other than that of the holder of the shares of
Series A Preferred Stock converted, and the Company shall not be required to
issue or deliver such certificate unless or until the Person or Persons
requesting the issuance or delivery thereof shall have paid to the Company the
amount of such tax or shall have established to the reasonable satisfaction of
the Company that such tax has been paid.

         6.       OTHER PROVISIONS.

                  6.1 With respect to any notice to a holder of shares of Series
B Preferred Stock required to be provided hereunder, neither failure to mail
such notice, nor any defect therein or in the mailing thereof, to any particular
holder shall affect the sufficiency of the notice or the validity of the
proceedings referred to in such notice with respect to the other holders or
affect the legality or validity of any distribution, rights, warrant,
reclassification, consolidation, merger, conveyance, transfer, dissolution,
liquidation or winding up, or the vote upon any such action. Any notice which
was mailed in the manner herein provided shall be conclusively presumed to have
been duly given whether or not the holder receives the notice.


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                  6.2 Shares of Series A Preferred Stock issued and reacquired
will be retired and canceled promptly after reacquisition thereof and, upon
compliance with the applicable requirements of Florida law, have the status of
authorized but unissued shares of Series A Preferred Stock of the Company
undesignated as to series and may with any and all other authorized but unissued
shares of Series A Preferred Stock of the Company be designated or redesignated
and issued or reissued, as the case may be, as part of any series of Series A
Preferred Stock of the Corporation, except that any issuance or reissuance of
shares of Series A Preferred Stock must be in compliance with these Articles of
Amendment.

                  6.3 All notices periods referred to herein shall commence on
the date of the mailing of the applicable notice.

         THIRD:   The foregoing amendment to articles of incorporation was duly 
adopted by the board of directors on June 12, 1998.

Signed this 10th day of August, 1998.


                                           NU-WAVE HEALTH PRODUCTS, INC.


                                           By: /s/ Kotha S. Sekharam 
                                               -------------------------------
                                               Kotha S. Sekharam, as President