EXHIBIT 3.8


                                STATE OF FLORIDA

                               [GRAPHIC OMITTED]

                              DEPARTMENT OF STATE


I certify the attached is a true and correct copy of the Restated Articles of
Incorporation, filed on April 16, 1999, for DYNAMIC HEALTH PRODUCTS, INC.,
a Florida corporataion, as shown by the records of this office.

I further certify the document was electronically received under FAX audit
number H99000008978. This certificate is issued in accordance with
section 15.16, Florida Statutes, and authenticated by the code noted below.

The document number of this corporation is P98000009368.

                            Given under my hand and the
                            Great Seal of the State of Florida,
                            at Tallahassee, the Capital, this the
                            Nineteenth day of April, 1999

Authentication Code:  799A00020166-041999-P98000009368-1/1



[SEAL]                                 /s/ KATHERINE HARRIS
                                       -------------------------------------
                                       Katherine Harris
                                       Secretary of State

<PAGE>

                             ARTICLES OF RESTATEMENT
                                     OF THE
                            ARTICLES OF INCORPORATION
                                       OF

                          DYNAMIC HEALTH PRODUCTS, INC.

         PURSUANT to Section 607.1007 of the Florida Business Corporation Act,
this Corporation adopts the following Articles of Restatement of its Articles of
Incorporation as follows:

         1. The name of the corporation before and after restatement is Dynamic
Health Products, Inc.

         2. The text of the restated Articles of Incorporation is attached
hereto.

         3. The restated Articles of Incorporation contain amendments to the
Corporation's Articles of Incorporation requiring shareholder approval. These
Articles of Restatement were duly adopted pursuant to Sections 607.1003 and
607.1007 of the Florida Business Corporation Act by the Board of Directors of
the Corporation on March 10, 1999 and by the Shareholder Written Consent to
Action dated as of March 10, 1999. The number of votes cast in favor of these
Articles of Restatement by the holders of the shares of Common Stock and Series
A Convertible Preferred Stock, voting together as a class, was sufficient for
the approval by such holders.

         4. The date of the adoption of the Restated Articles of Incorporation
was March 10, 1999.

         5. These Articles of Restatement shall be effective upon filing.

Date:    April 19, 1999.

Prepared by:                              /s/ JUGAL K. TANEJA
Philip M. Shasteen, Esq.                  --------------------------------------
100 N. Tampa St., Ste. 1800               Jugal K. Taneja, Chairman of the Board
Tampa, FL .33602
813-225-2500
Florida Bar Number:   0194712


<PAGE>

                             ARTICLES OF RESTATEMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                          DYNAMIC HEALTH PRODUCTS, INC.

                                    ARTICLE I

                                      NAME

         The name of the Corporation is Dynamic Health Products, Inc.

                                   ARTICLE II

                                PRINCIPAL OFFICE

         The Corporation shall maintain its principal office at 6950 Bryan Dairy
Road, Largo, FL 33777, or at such other place as the Board of Directors may
designate from time to time.

                                   ARTICLE III

                                AUTHORIZED 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 othe 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 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

<PAGE>


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.

             ESTABLISHMENT OF SERIES A CONVERTIBLE PREFERRED STOCK.

         Section 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 $.0l 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 Dynamic Health Products, Inc., a Florida
corporation.

                                        2
<PAGE>

              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.

              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" 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.

         Section 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 Amended and Restated 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 $.O1 per share
which shall have the 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.

                                       3
<PAGE>

              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.

        Section 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.

        Section 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.

              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.

                                        4

<PAGE>


         Section 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
             Dynamic 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").

                    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 12, 1998.

             Number of shares of Series A Preferred Stock being converted:______

                                        5

<PAGE>

             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 (B) 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 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 B Preferred Stock a certificate signed by an authorized officer of the
Company, setting forth in reasonable detail the

                                        6

<PAGE>

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
Applicable Trading 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 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.

                                       7

<PAGE>

              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.

         Section 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.

              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.

       ESTABLISHMENT OF SERIES B 6% CUMULATIVE CONVERTIBLE PREFERRED STOCK

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

              1.1 "ACCRUED DIVIDENDS" shall mean, with respect to any share of
Preferred Stock, as of any date, the accrued and unpaid dividends on such share
from and including the most recent Dividend Payment Date (or the Issue Date, if
such date is prior to the first Dividend Payment Date) to but not including such
date.

                                        8
<PAGE>

              1.2 "AVERAGE CLOSING PRICE" shall mean the average closing price
of the Common Stock on the Applicable Trading Market.

              1.3 "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

              1.4 "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.

              1.5 "COMMON STOCK" shall mean the common stock, par value $.0 1
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.

              1.6 "COMPANY" shall mean Dynamic Health Products, Inc., a Florida
corporation.

              1.7 "CONVERSION DATE" shall mean the date upon which the Company
receives the Notice of Conversion provided for in Section 5.2.

              1.8 "CONVERSION RATE" shall have the meaning provided for in
Section 5.1.

              1.9 "DIVIDEND PAYMENT DATE" shall mean August 15 of each year,
commencing August 15, 1999.

              1.10 "DIVIDEND RECORD DATE" shall mean, with respect to each
Dividend Payment Date, a date not more than 60 days nor less than 10 days
preceding a Dividend Payment Date, as shall be fixed by the Board of Directors.

              1.11 "ISSUE DATE" shall mean the date a share of Preferred Stock
is issued by. the Company.

              1.12 "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.

              1.13 "LIQUIDATION PREFERENCE" shall mean, with respect to each
share of Series B Preferred Stock, $2.50.

                                        9

<PAGE>

              1.14 "MARKET VALUE" shall mean the Average Closing Price for a
five consecutive trading day period.

              1.15 "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 B
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 B
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.

              1.16 "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.

              1.17 "SERIES B PREFERRED STOCK" shall mean the Series B 6%
Cumulative Convertible Preferred Stock designated and created hereby.

         Section 2. CREATION AND DESIGNATION OF SERIES B 6% CUMULATIVE
CONVERTIBLE PREFERRED STOCK.

              2.1 Pursuant to the authority conferred upon the Board of
Directors by Article III of the Amended and Restated Articles of Incorporation
of the Company, as amended, there is hereby created and the Company is hereby
authorized to issue 800,000 shares of a second series of preferred stock,
designated "Series B 6% Cumulative Convertible Preferred Stock," par value $.01
per share, which shall have the terms, conditions, designation, preferences and
privileges, relative, participating, optional and other special rights,
qualifications, limitations and restrictions as provided for herein.

              2.2 The shares of Series B Preferred Stock shall have no voting
rights except as required by law.

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

              2.4 The shares of Series B Preferred Stock shall share ratably
with the shares of Series A Convertible Preferred Stock of the Company ("Series
A Preferred Stock") in amounts payable upon liquidation of the Company as
provided for in Section 4 hereof.

              2.5 The Company may create, authorize or issue any shares of
Junior Stock or Pai-i Passu Stock or increase or decrease the amount of
authorized capital stock of any class without the consent of the holders of
Series B 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 B Preferred Stock.

                                       10

<PAGE>

         Section 3. DIVIDENDS.

              3.1 The holders of shares of the outstanding Preferred Stock on
the Dividend Record date shall be entitled, out of funds legally available
therefor, to receive dividends on each outstanding share of Preferred Stock,
payable annually, in arrears, at the annual rate of 6% of the Liquidation
Preference (the "Dividend Rate"). Such dividends shall be cumulative from the
Issue Date and shall accrue on a day-to-day basis, whether or not earned or
declared, from and after the Issue Date. Dividends payable for any partial
dividend period shall be computed on the basis of actual days elapsed over a
360-day year consisting of twelve 30-day months.

              3.2 Dividends may, at the option of the Company, be paid on any
Dividend Payment Date either in cash, by issuing fully paid and nonassessable
shares of Common Stock or a combination thereof. If the Company elects to pay
dividends in shares of Common Stock, the number of shares of Common Stock to be
distributed will be calculated by dividing such payment by the Market Value
ending on the Dividend Payment Date. If the shares of Common Stock issued
hereunder are not subject to an effective registration statement under the
Securities Act of 1933, such shares shall be "restricted securities" and shall
bear a restrictive legend prohibiting transfer without an opinion of counsel
that registration is not required.

              3.3 No dividends or other distributions (other than a dividend or
distribution in Junior Stock, other than the Common Stock) may be declared, made
or paid or set apart for payment on the Common Stock, Junior Stock or Pail Passu
Stock, unless full cumulative dividends shall have been or contemporaneously are
paid or declared and a sum sufficient for the payment thereof is set apart for
such payment on all outstanding shares of Preferred Stock and such other Pail
Passu Stock. Notwithstanding the foregoing, if full dividends have not been paid
on the Preferred Stock or on any Pari Passu Stock, dividends may be declared and
paid on the Preferred Stock and such Pail Passu Stock so long as the dividends
are declared and paid pro rata so that the amounts of dividends declared per
share of the Preferred Stock and such Pan Passu Stock will in all cases bear to
each other the same ratio that Accrued Dividends on the shares of Preferred
Stock and such Pail Passu Stock bear to each other.

              3.4 Holders of shares of Preferred Stock shall not be entitled to
any dividends, whether payable in cash, property or stock, in excess of full
cumulative dividends, as herein provided, on the Preferred Stock. No interest,
or sum of money in lieu of interest, shall be payable in respect of any dividend
payment or payments on the Preferred Stock which may be in arrears.

              3.5 Accrued and unpaid dividends, with respect to converted shares
shall be prorated based on a 360 day year and paid upon conversion.

              3.6 To the extent that the amount of any dividend payable to a
holder of Preferred Stock (in respect of all shares held by such holder) is
payable in shares of Common Stock and does not equal a whole number of shares of
Common Stock, such fractional amount shall be paid in cash to such holder of
Preferred Stock.

                                       11

<PAGE>

         Section 4. LIQUIDATION RIGHTS.

              4.1 Subject to the provisions of Section 2.4 hereof, in the event
of any liquidation, dissolution or winding-up of the Company, whether voluntary
or involuntary, the holders of the shares of Series B Preferred Stock shall be
entitled to receive out of the assets of the Company available for distribution
to stockholders the Liquidation Preference plus Accrued Dividends thereon 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 and Series B Preferred Stock of full preferential amounts
provided for in this Section 4, the holders of Series A Preferred Stock and
Series B Preferred Stock. as such shall have no right or claim to any of the
remaining assets of the Company.

              4.4 In the event the assets of the Company available for
distribution to the holders of shares of Series A Preferred Stock and Series B
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 Pan 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 and
Series B Preferred Stock, ratably, in proportion to the full distributable
amounts for which holders of all Series A Preferred Stock and Series B Preferred
Stock and Pari Passu Stock are entitled upon such liquidation, dissolution or
winding up.

         Section 5. CONVERSION.

              5.1 The holder of Series B 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 B Preferred Stock. In such case, each share of Series B Preferred Stock
shall be converted into one (1) (the "Conversion Rate") fully paid and
nonassessable shares of Common Stock. No payment or adjustment shall be made in
respect of dividends on the Common Stock or the Series B Preferred Stock upon
conversion. 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 B
Preferred Stock shall be deemed, on the first day after such five-day period, to
have automatically given notice of the conversion of all of such holder's shares
of Series B Preferred Stock and in that event all holders shall follow the
procedure set forth in Section 5.2.

                                       12

<PAGE>

              5.2 The conversion right of a holder of Series B 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 B Preferred Stock represented by such certificate. The
Notice of Conversion shall read substantially as follows:

             The undersigned holder (the "Holder") is surrendering to
             Dynamic Health Products, Inc., a Florida corporation (the
             "Company"), one or more certificates representing shares of
             Series B 6% Cumulative Convertible Preferred Stock of the
             Company (the "Series B Preferred Stock") in connection with
             the Conversion of all or a portion of the Series B 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 B 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").

                    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 B 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.

             Number of shares of Series B 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
B Preferred Stock shall be deemed to be the holder of record of Common Stock
issuable upon conversion of such holder's Series B 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

                                       13

<PAGE>

shares of Series B Preferred Stock so converted, including the rights, if any,
to receive dividends and 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 B 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 Company) so that the holder of any share of Series
B 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 B 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 B 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 B
Preferred Stock. If more than one share of Series B 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 B
Preferred Stock so surrendered. If the conversion of any share or shares of
Series B 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
Applicable Trading Market at the close of business on the trading day next
preceding the day ~f conversion shall be paid to such holder in cash by the
Company.

                                       14

<PAGE>

              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 B
Preferred Stock then outstanding shall, without the consent of any holder of
Series B 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 B Preferred Stock could
have been converted immediately prior to such Transaction after giving effect to
any adjustment event. The provisions of this Section 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 B 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 B
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 B
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 B 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 B
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 B Preferred Stock.

              5.10 The issuance or delivery of certificates for Common Stock
upon the conversion of shares of Series B Preferred Stock shall be made without
charge to the converting holder of shares of Series B 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 B 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 othe holder of the shares
of Series B 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 Cbmpany the
amount of such tax or shall have established to the reasonable satisfaction of
the Company that such tax has been paid.

                                       15
<PAGE>

         Section 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.

              6.2 Shares of Series B 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 B Preferred Stock of the Company
undesignated as to series and may with any and all other authorized but unissued
shares of Series B 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 B
Preferred Stock of the Corporation, except that any issuance or reissuance of
shares of Series B 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.

                                   ARTICLE IV

                           REGISTERED AGENT AND OFFICE

              The registered agent. of the Corporation is CT Corporation System
and its address is 1200 S. Pine Island Road, Plantation, Florida 33324.

                                    ARTICLE V

                               BOARD OF DIRECTORS

         SECTION 1. NUMBER, ELECTION AND TERMS OF DIRECTORS. EXCEPT AS otherwise
fixed by or pursuant to the provisions of Article III hereof relating to the
rights of the holders of any class or series of stock having a preference over
the Common Stock as to dividends or upon liquidation to elect additional
directors under specified circumstances, the number of the Directors of the
Company shall be fixed from time to time by or pursuant to the Bylaws of the
Company. The Directors, other than those who may be elected by the holders of
any class or series of stock having a preference over the Common Stock as to
dividends or upon liquidation, shall be classified, with respect to the time for
~vhich they severally hold office, into three classes, as nearly equal in number
as possible, as shall be provided in the manner specified in the Bylaws of the
Company, one class to be originally classified for a term expiring at the annual
meeting of shareholders to be held in 1999, another class to be originally
classified for a term

                                       16

<PAGE>

expiring at the annual meeting of shareholders to be held in 2000, and another
class to be originally classified for a term expiring at the annual meeting of
shareholders to be held in 2001, with each director to hold office until his or
her successor shall have been duly elected and qualified. At each meeting of the
shareholders of the Company, the successors of the class of Directors whose tern
expires at that meeting shall be elected to hold office for a term expiring at
the annual meeting of shareholders held in the third year following the year of
their etection.

          Section 2. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Except as
otherwise provided for or fixed by or pursuant to the provisions of Article III
hereof relating to the rights of the holders of any class or series of stock
having a preference over the Common Stock as to dividends or upon liquidation to
elect additional directors under specified circumstances, newly created
directorships resulting from any increase in the number of Directors and any
vacancies on the Board of Directors resulting from death, resignation,
disqualification, removal or other cause shall be filled only by the affirmative
vote of a majority of the remaining Directors then in office, even though less
than a quorum of the Board of Directors. Any Director elected in accordance with
the preceding sentence shall hold office for the remainder of the full term of
the class of Directors in which the new directorship was created or the vacancy
occurred and until such Director's successor shall have been duty elected and
qualified. No decrease in the number of Directors constituting the Board of
Directors shall shorten the term of any incumbent Director.

         Section 3. REMOVAL. Subject to the rights of any class or series of
stock having a preference over the Common Stock as to dividends or upon
liquidation to elect Directors under specified circumstances, any Director may
be removed from office, with or without cause, only by the affirmative vote of
the holders of 75% of the voting power of all shares of the Company entitled to
vote generally in the election of Directors, voting together as a single class.

          Section 4. AMENDMENT, REPEAL, OR ALTERATION. Notwithstanding anything
contained in these Amended and restated Articles of Incorporation to the
contrary, the affirmative vote of the holders of at least 75% of the voting
power of all shares of the Company entitled to vote generally in the election of
directors, voting together as a single class, shall be required to alter, amend
or repeal this Article V.

                                   ARTICLE VI

          Section 1. CALLING OF SPECIAL SHAREHOLDERS MEETINGS. Subject to the
rights of the holders of any class or series of stock having a preference over
the Common Stock as to dividends or upon liquidation, special meetings of
shareholders of the Company may be called only by the Chairman of the Board, by
the Board of Directors pursuant to a resolution approved by a majority of the
entire Board of Directors or by written requests signed, dated and delivered to
the Secretary of the Company by the holders of record of at least 35% of all the
votes entitled to be cast on the issues proposed to be considered at the meeting
and describing the purposes for which it is to be held.

          Section 2. AMENDMENT, REPEAL, OR ALTERATION. Notwithstanding anything
contained in these Articles of Incorporation to the contrary, the affirmative
vote of the holders of at least 75% of the voting power of all shares of the
Company entitled to vote generally in the election of

                                       17

<PAGE>

directors, voting together as a single class, shall be required to alter, amend
or repeal this Article VI.

                                   ARTICLE VII

         Section 1. NOTICE OF SHAREHOLDER BUSINESS. At an annual meeting of the
shareholders, only such business shall be conducted as shall have been properly
brought before the meeting. To be properly brought before an annual meeting,
business must be (i) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors, (ii) otherwise
properly brought before the meeting by or at the direction of the Board of
Directors, or (iii) otherwise properly brought before the meeting by a
shareholder. For business to be properly brought before an annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to
the Secretary of the Company. To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Company, not less than 60 days prior to the meeting. A shareholder's notice to
the Secretary shall set forth as to each matter the shareholder proposes to
bring before the annual meeting (a) a brief description of the business desired
to be brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (b) the name and address, as they appear on the
Company's books, of the shareholder proposing such business, (c) the class and
number of shares of the Company which are beneficially owned by the shareholder,
and (d) any material interest of the shareholder in such business.
Notwithstanding anything in this Articles to the contrary, no business shall be
conducted at an annual meeting except in accordance with the procedures set
forth in this Article VII. The Chairman of an annual meeting shall, if the facts
warrant, determine and declare to the meeting that business was not properly
brought before the meeting and in accordance with the provisions of this Article
VII and if he should so determine, he shall so declare to the meeting and any
such business not properly brought before the meeting shall not be transacted.

         Section 2. AMENDMENT, REPEAL, OR ALTERATION. Notwithstanding anything
contained in these Amended and Restated Articles of Incorporation to the
contrary, the affirmative vote of the holders of at least 75% of the voting
power of all shares of the Company entitled to vote generally in the election of
directors, voting together as a single class, shall be required to alter, amend
or repeal this Article VII.

                                  ARTICLE VIII

         Section 1. ELIGIBILITY TO MAKE NOMINATIONS. Nominations of candidates
for election as directors of the Company at any meeting of shareholders called
for election of directors, in whole or in part (an "Election Meeting"), may be
made by the Board of Directors ("Board") or by any shareholder entitled to vote
at such Election Meeting.

         Section 2. PROCEDURE FOR NOMINATIONS BY THE BOARD OF DIRECTORS.
Nominations made by the Board shall be made as provided in the Bylaws.

         Section 3. PROCEDURE FOR NOMINATIONS BY SHAREHOLDERS. Not less than 60
days prior to the date of the Election Meeting any shareholder who intends to
make a nomination at

                                       18

<PAGE>

the Election Meeting shall deliver a notice to the Secretary of the Company
setting forth (i) the name, age, business address and residence address of each
nominee proposed in such notice, (ii) the principal occupation or employment of
each such nominee, (iii) the number of shares of capital stock of the Company
which are beneficially owned by each such nominee and (iv) such other
information concerning each such nominee as would be required, under the rules
of the U.S. Securities and Exchange Commission, in a proxy statement soliciting
proxies for the election of such nominees. Such notice shall include a signed
consent to serve as a director of the Company, if elected, of each such nominee.

         Section 4. SUBSTITUTION OF NOMINEES. In the event that a person is
validly designated as a nominee in accordance with Section 2 or Section 3 hereof
and shall thereafter become unable or unwilling to stand for election to the
Board, the Board or the shareholder who proposed such nominee, as the case
maybe, may designate a substitute nominee.

         Section 5. DETERMINATION OF COMPLIANCE WITH PROCEDURES. If the Chairman
of the Election Meeting determines that a nomination was not made in accordance
with the foregoing procedures, such nomination shall be void.

         Section 6. AMENDMENT, REPEAL, OR ALTERATION. Notwithstanding anything
contained in these Amended and Restated Articles of Incorporation to the
contrary, the affirmative vote of the holders of at least 75% of the voting
power of all shares of the Company entitled to vote generally in the election of
directors, voting together as a single class, shall be required to alter, amend
or repeal this Article VIII, unless such alteration, amendment, or repeal is
unanimously recommended by the Board of Directors.

                                   ARTICLE IX

                                 INDEMNIFICATION

         The Corporation shall indemnify such persons as it is permitted to
indemnify by Section 607.0850 of the Florida Business Corporation Act, and the
heirs, executors, and administrators of such persons, to the full extent
permitted by, but in accordance with the provisions of that Section. Reference
to Section 607.0850 in the previous sentence shall constitute a reference to any
legislation hereafter enacted by the Florida Legislature on the same general
subject as present Section 607.0850, whether by amendment of that Section or by
substitution of differently numbered material for it. Notwithstanding the
foregoing, except as otherwise required by Section 607.0850, a person who would
be entitled to indemnity only as an agent (a director, officer, employee or
trustee not to be considered an "agent" for purposes of this sentence) of the
corporation or only as an agent of another entity, shall not be entitled to
indemnity.

                                       19