Exhibit 3.6
                          ARTICLES OF AMENDMENT TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                            REGENESIS HOLDINGS, INC.

         Pursuant to Sections 607.1006 and 607.0602 of the Business Corporation
Act of the State of Florida, the following provisions of the Articles of
Incorporation of Regenesis Holdings, Inc., a Florida corporation
("Corporation"), filed with the Department of State on July 6, 1993, Document
Number P93000046905 be, and are hereby, amended as shown below:

         The Articles of Incorporation are hereby amended by striking out
Article 4 in its entirety, and substituting in lieu thereof the new Article 4 as
follows:

                                    ARTICLE 4

         (A) The maximum number of shares of all classes of stock which the
Corporation is authorized to have outstanding at any one time is 110,000,000
shares, of which 10,000,000 shares shall be preferred stock, par value $.01 per
share, issuable in one or more classes or series (the "Preferred Stock"), and
100,000,000 shares shall be Common Stock, par value $.01 per share (the "Common
Stock"). All or any part of the Common Stock and Preferred Stock may be issued
by the Corporation from time to time and for such consideration as the Board of
Directors may determine. All of such shares, if and when issued, and upon
receipt of such consideration by the Corporation, shall be fully paid and
non-assessable.

         (B) The Board of Directors is authorized to adopt resolutions at any
time and from time to time dividing the Preferred Stock into one or more classes
or series, which classes or series may have 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 as the Board may specify in such resolutions and as may mow or
hereafter be permitted by Florida law.

         (C) Except as otherwise required by law, each holder of Common Stock
shall be entitled to one vote for each share standing in such person's name on
the books of the Corporation. Subject to the rights of any outstanding shares of
Preferred Stock having preferential dividend rights, holders of Common Stock are
entitled to such dividends as may be declared by the Board of Directors out of
funds lawfully available therefor.

CHARLES B. PEARLMAN, ESQ., FLA BAR #235547
Atlas, Pearlman, Trop & Borkson, P.A.
200 East Las Olas Boulevard, Suite 1900
Fort Lauderdale, Florida 33301
Phone No.: (954) 763-1200

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         Upon any liquidation, dissolution or winding up the affairs of the
Corporation, holders of Common Stock are entitled to receive pro rata the
remaining assets of the Corporation, after the holders of outstanding shares of
Preferred Stock having preferential rights to such assets have received in full
the distributions to which they are entitled.

         (D)      PREFERRED STOCK

1.       DESIGNATION AND INITIAL NUMBER.

                  The series of Preferred Stock hereby classified shall be
                  designated "Series B Preferred Stock." The initial number of
                  authorized shares of the Series B Preferred Stock shall be
                  300,000 shares. Upon issuance of the shares of Series B
                  Preferred Stock an amount at least equal to the par value
                  shall be the stated capital of the Company.

                  The series of Preferred Stock hereby classified shall be
                  designated "Series C Preferred Stock." The initial number of
                  authorized shares of the Series C Preferred Stock shall be
                  100,000 shares. Upon issuance of the shares of Series C
                  Preferred Stock an amount at least equal to the par value
                  shall be the stated capital of the Company.

2.       VOTING RIGHTS.

                  Holders of the shares of Series B & C Preferred Stock shall be
                  entitled to full voting rights, share for share, with the then
                  outstanding Common Stock as well as with any other class or
                  series of stock of the Company which have general voting power
                  with the Common Stock concerning any matter being voted upon.
                  Except as so provided, shares of Series B & C Preferred Stock
                  shall at no time be entitled, as a series, class or otherwise,
                  to any other or special or restrictive voting rights of any
                  kind whatsoever, except as then and when and to the extent
                  required by applicable law.

3.       CONVERSION PRIVILEGE.

                  The holders of the Series B & C Preferred Stock shall have the
                  right, pursuant to the Series B & C Preferred Stock
                  convertible agreement, to convert the shares into shares of
                  the Company's Common Stock, par value $.01 per share, on the
                  following terms and conditions:

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                  a.       Each share of Series "B" Preferred Stock shall be
                           convertible as stated herein, into twenty (20) fully
                           paid and non-assessable shares of
                           Common Stock.

                  b.       Each share of Series "C" Preferred Stock shall be
                           convertible at any time, and from time to time, into
                           Eighteen and Three-Fourths (18.75) fully paid and
                           non-assessable shares of Common
                           Stock.

                  c.       Upon presentation and surrender to the
                           Company (or any office or agency maintained for
                           the transfer of the Series B & C Preferred Stock)
                           of certificates of Series B & C Preferred Stock to
                           be so converted, duly endorsed in blank for
                           transfer or accompanied by proper instruments
                           of transfer in blank, all bearing medallion
                           guaranteed signature(s) of the holders and
                           accompanied by written notice of conversion (the
                           "Conversion Notice"), the holder of such shares
                           of Series B & C Preferred Stock shall be entitled,
                           subject to the limitations contained herein, to
                           receive in exchange therefor a certificate or
                           certificates representing such number of fully
                           paid and non-assessable shares of Common
                           Stock which shall represent the number of
                           shares of Series B & C Preferred Stock issuable
                           upon such conversion.  The shares of Series B
                           & C Preferred Stock shall be deemed to have
                           been converted, and the person converting the
                           same to have become the holder of record of
                           Common Stock, for all purposes as of the date of
                           delivery of the Conversion Notice.

                  d.       The Company shall, so long as any of the shares
                           of Series B & C Preferred Stock are outstanding,
                           reserve and keep available out of its authorized
                           and unissued Common Stock, solely for the
                           purpose of effecting the conversion of the shares
                           of Series B & C Preferred Stock, such number of
                           shares of Common Stock as shall from time to
                           time be sufficient to effect the conversion of all of

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                           the shares of Series B & C Preferred Stock then
                           outstanding.

                  e.       The Company shall not issue any fraction of a share
                           of Common Stock upon any conversion, but shall round
                           up the number of shares of Common Stock issuable upon
                           such conversion to the next highest whole sale.

4.       REDEMPTION.

                  The shares of Series B & C Preferred Stock are redeemable at
                  any time at the sole option of the Company at a redemption
                  price to be negotiated by the parties.

5.       DIVIDENDS.

                  The shares of Series B & C Preferred Stock shall be paid
                  dividends from time to time as determined in the sole
                  discretion of the Board of Directors out of funds legally
                  available for the payment of dividends by the Company.

6.       LIQUIDATION.

                  In the event of any voluntary or involuntary dissolution or
                  winding up of the Company, the holders of shares of Series B &
                  C Preferred Stock then outstanding shall be entitled to be
                  paid out of the assets of the Company available for
                  distribution to its shareholders an amount per share equal to
                  $.01 without interest, and no more, before any payment shall
                  be made to the holders of any stock of the Company ranking
                  junior to the Series B & C Preferred Stock. A merger of
                  consolidation of the Company with or into any other
                  corporation, share exchange or sale of conveyance of all or
                  any part of the assets of the Company which shall not in fact
                  result in the liquidation of the Company and the distribution
                  of assets to its shareholders shall not be deemed to be a
                  voluntary or involuntary liquidation, dissolution or winding
                  up of the Company within the meaning of this Article 4.


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7.       TRANSFERABILITY.

                  The shares of Series B & C Preferred Stock may be transferred
                  at any time and from time to time at the sole option of the
                  holder.

         The foregoing amendment was adopted, pursuant to the Florida Business
Corporation Act, by affirmative vote of all of the Directors and a majority of
the Shareholders of the Common Stock of the Corporation, which shares consenting
and voted represented a majority of the total issued and outstanding capital
stock of the Corporation entitled to vote, pursuant to written consent dated
June 1, 1999. Therefore, the number of votes cast by the Shareholders of the
Corporation for the amendment to the Corporation's Articles of Incorporation was
sufficient for approval.

         IN WITNESS WHEREOF, these Articles of Amendment of REGENESIS
HOLDINGS, INC. have been executed on this 14th day of June, 1999.

                                              Mitchell B. Sandler, President


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