EXHIBIT 3.7


                                STATE OF FLORIDA
                               [GRAPHIC OMITTED]
                              DEPARTMENT OF STATE


I certify the attached is a true and correct copy of the Articles of Amendment,
filed on September 1, 1998, to Articles of Incorporation for DYNAMIC HEALTH
PRODUCTS, INC., a Florida Corporation, as shown by the records of this office.

The document number of this corporation is P98000009368.




                                          Given under my hand and the
                                      Great Seal of the State of Florida
                                    at Tallahassee, the Capitol, this the
                                        Fourth day of September, 1998
          [SEAL]
      CR2E022 (2-95)
                                            /s/ SANDRA B. MORTHAM

                                               SANDRA B. MORTHAM
                                              SECRETARY OF STATE

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                              ARTICLES OF AMENDMENT
                                       TO
                             ARTICLES INCORPORATION
                                       OF
                          DYNAMIC HEALTH PRODUCTS, INC.
                (FORMERLY KNOWN AS 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 preferred
stock.

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

      2.    Article III of the articles of incorporation of Nu-Wave Health
Products, Inc. was amended to add the following provisions:

       ESTABLISHMENT OF SERIES B 6% CUMULATIVE CONVERTIBLE PREFERRED STOCK

      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.

            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 $.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.

<PAGE>

            1.6   "COMPANY" shall mean Nu-Wave 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.

            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.


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<PAGE>

      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 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 Pari 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.

      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


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<PAGE>

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 PARI 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
PARI 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 PARI 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 PARI PASSU Stock will in all
cases bear to each other the same ratio that Accrued Dividends on the shares of
Preferred Stock and such PARI 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.

      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.



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<PAGE>

            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 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 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.

      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.


            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 Nu-Wave
            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.


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<PAGE>

                  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 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


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<PAGE>

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 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 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.


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<PAGE>

            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 the 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 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.

            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


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<PAGE>

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.

      3.    The foregoing amendment to articles of incorporation was duly
adopted by the board of directors on July 22, 1998.

      Signed this 20th day of August, 1998.


                                              DYNAMIC HEALTH PRODUCTS, INC.

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



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