Exhibit 3.7

                              ARTICLES OF AMENDMENT
                                       OF
                               SUMMUS, INC. (USA)
                                       FOR
                      SERIES D CONVERTIBLE PREFERRED STOCK


                  Pursuant to the provisions of Sections 607.0601, and 607.0602
         of the Florida Business Corporation Act, Summus, Inc. (USA) (the
         "Corporation"), a corporation organized and existing under the laws of
         the State of Florida, hereby certifies as follows:


         1. The name of the Corporation is Summus, Inc. (USA):

         2. The terms and provisions of the Statement of Rights and Preferences
         (the "Statement of Rights") of the Corporation's Series D Convertible
         Preferred Stock (the "Series D Preferred Stock ") have been duly
         approved by the unanimous written consent of the Corporation's Board of
         Directors dated as of September 24, 2003.

         3. The text of the Statement of Rights establishing and designating the
         Series D Preferred Stock, which shall be added to Article IV of the
         Corporation's Amended and Restated Certificate of Incorporation (the
         "Certificate of Incorporation"), as amended to date, is attached to
         these Articles of Amendment as APPENDIX A and is incorporated herein
         for all purposes.

                  IN WITNESS WHEREOF, the Corporation has caused these Articles
         of Amendment to be executed in its name and on its behalf by its Chief
         Operating Officer and attested by its Assistant Corporate Secretary on
         this 24th day of September, 2003, hereby declaring and certifying that
         this is the act and deed of the Corporation and that the statements
         contained herein are affirmed as true under penalties of perjury.

                                        SUMMUS, INC. (USA)


                                        By:______________________________
                                           Gary E. Ban, Chief Operating Officer

         ATTEST:


         By:________________
            Robert S. Lowrey
            Assistant Corporate Secretary



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           APPENDIX A TO ARTICLES OF AMENDMENT OF SUMMUS, INC. (USA)
                            DATED SEPTEMBER 24, 2003



         Article IV of the Amended and Restated Certificate of Incorporation of
Summus, Inc. (USA) ( the "Corporation") is hereby amended by adding the
following provisions:

                   "STATEMENT OF RIGHTS AND PREFERENCES OF THE
           SERIES D CONVERTIBLE PREFERRED STOCK OF SUMMUS, INC. (USA)


                   1. PREFERRED STOCK DESIGNATION; NUMBER; ISSUE PRICE. Of the
5,000,000 shares of authorized preferred stock of the Corporation, 4,000 shares
are designated as "Series D Convertible Preferred Stock" (the "Series D
Preferred Stock"). The Series D Preferred Stock has an issue price ("Issue
Price") of $1,000 per share.

                  2. RANKING. Except as provided for herein, the Series D
Preferred Stock shall rank on a parity with the Corporation's Series A
Convertible Preferred Stock (the "Series A Preferred Stock") and its Series C
Convertible Preferred Stock (the "Series C Preferred Stock") in all respects,
including but not limited to liquidation preference upon dissolution,
liquidation, or winding up of the Corporation.

                  3. NO DIVIDENDS. The Series D Preferred Stock shall not be
entitled to any dividends, distributions or coupon amount, except as set forth
in this Statement of Rights and Preferences of the Series D Convertible
Preferred Stock ( this "Series D Statement of Rights").

                  4.   LIQUIDATION PREFERENCE

                           A. SERIES D PREFERENCE. In the event of any
                           liquidation, dissolution or winding up of the
                           Corporation, either voluntary or involuntary, the
                           holders of the Series D Preferred Stock shall be
                           entitled to receive, prior and in preference to any
                           distribution of any of the assets or surplus funds of
                           the Corporation to the holders of any preferred stock
                           of the Corporation ranking junior to the Series D
                           Preferred Stock (the "Junior Preferred Stock"), an
                           amount equal to $1,000 per share (the "Liquidation
                           Preference") (such Liquidation Preference to be
                           adjusted for any combinations, consolidations, stock
                           distributions or stock dividends with respect to
                           shares of the Series D Preferred Stock). Upon the
                           occurrence of any such liquidation, dissolution or
                           winding up of the Corporation, the funds and assets
                           of the Corporation shall be used first to repay all
                           indebtedness and other obligations, then to pay the
                           liquidation preferences of any preferred stock having
                           preferences senior to the Series D Preferred Stock,
                           the Series C Preferred Stock, and the Series A
                           Preferred Stock (the "Senior Preferred Stock") and
                           then to pay the liquidation preferences of the Series
                           D Preferred Stock, Series C Preferred Stock, and
                           Series A Preferred Stock. If the assets and funds to
                           be distributed among the holders of the Series D
                           Preferred Stock, holders of the Series C Preferred
                           Stock, and the holders of the Series A Preferred
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                           Stock shall be insufficient to permit the payment to
                           such holders of the full liquidation preference, then
                           the entire assets and funds of the Corporation
                           legally available for distribution (after payment of
                           any Senior Preferred Stock) shall be distributed
                           ratably among the holders of Series A Preferred
                           Stock, Series C Preferred Stock, and the Series D
                           Preferred Stock based upon the relative liquidation
                           preferences of the Series D Preferred Stock, Series C
                           Preferred Stock, and Series A Preferred Stock then
                           held by them.

                                    Any funds or assets legally available for
                           distribution after payment in full of the liquidation
                           preferences of the Series A Preferred Stock, Series C
                           Preferred Stock, and Series D Preferred Stock shall
                           be distributed among the holders of the Junior
                           Preferred Stock in accordance with the liquidation
                           rights of the Junior Preferred Stock.

                           B. DISTRIBUTION OF REMAINING ASSETS TO COMMON STOCK
                           HOLDERS. After payment to the holders of any Senior
                           Preferred Stock, the Series D Preferred Stock, the
                           Series C Preferred Stock, the Series A Preferred
                           Stock, and the Junior Preferred Stock of the amounts
                           set forth in Section 4.a. above, the entire remaining
                           assets and funds of the Corporation legally available
                           for distribution, if any, shall be distributed among
                           the holders of the Common Stock in proportion to the
                           shares of Common Stock then held by them.

                       5. CONSOLIDATION OR MERGER. In case of any consolidation
         or merger of the Corporation with or into another corporation (other
         than a mere reincorporation transaction) or the conveyance of all or
         substantially all of the assets of the Corporation to another
         corporation, each share of Series D Preferred Stock shall thereafter be
         convertible into the number of shares of stock or other securities or
         property to which a holder of the number of shares of Common Stock
         deliverable upon conversion of such Series D Preferred Stock would have
         been entitled upon such consolidation, merger or conveyance; and, in
         any such case, appropriate adjustment (as determined by the Board of
         Directors of the Corporation in good faith) shall be made in the
         application of the provisions herein set forth with respect to the
         rights and interest thereafter of the holder of the Series D Preferred
         Stock to the end that the provisions set forth herein (including
         provisions with respect to changes in and other adjustments of the
         applicable conversion terms of the Series D Preferred Stock) shall
         thereafter be applicable, as nearly as reasonably may be, in relation
         to any shares of stock or other property thereafter deliverable upon
         the conversion of the Series D Preferred Stock. The consolidation or
         merger of the Corporation with or into any other corporation shall not
         be deemed to be a liquidation, dissolution or winding up of the
         Corporation.

                  6. CONVERSION. Upon conversion, each share of Series D
         Preferred Stock shall be converted into such number of fully paid and
         nonassessable shares of Common Stock as is determined by dividing (i)
         the product of (x) the number of shares of Series D Convertible
         Preferred Stock being converted, multiplied by (y) $1,000, by (ii)
         $0.20 at the time of conversion (the "Conversion Number") . The Series
         D Preferred Stock shall convert as follows:
<PAGE>

                           A. CONVERSION. To convert shares of Series C
                           Preferred Stock the holder must surrender the
                           certificate or certificates therefor, duly endorsed,
                           at the office of the Corporation or of any transfer
                           agent for the Series D Preferred Stock, and give
                           written notice by mail, postage prepaid, to the
                           Corporation at its principal corporate office, of the
                           election to convert the same and shall state in the
                           notice the name or names in which the certificate or
                           certificates for shares of Common Stock are to be
                           issued. The Corporation shall, as soon as practicable
                           thereafter, issue and deliver at such office to that
                           holder, or to the nominee or nominees of that holder,
                           a certificate or certificates for the number of
                           shares of Common Stock to which the holder shall be
                           entitled. The conversion shall be deemed to have been
                           made immediately prior to the close of business on
                           the date the shares were surrendered for conversion,
                           and the person or persons entitled to receive the
                           shares of Common Stock issuable upon the conversion
                           shall be treated for all purposes as the record
                           holder or holders of those shares of Common Stock as
                           of that date

                           B. EFFECT OF STOCK SPLITS ON CONVERSION NUMBER. The
                           Corporation may elect to effect a split or
                           consolidation or subdivision of the outstanding
                           shares of Common Stock. The Corporation may issue a
                           dividend or other distribution to holders of Common
                           Stock that is payable in additional shares of Common
                           Stock, or in other securities or rights convertible
                           into, or entitling the holder to receive directly or
                           indirectly, additional shares of Common Stock
                           (hereinafter referred to as "Common Stock
                           Equivalents") without payment of any consideration by
                           the holder of Common Stock for the additional shares
                           of Common Stock, or the Common Stock Equivalents, or
                           the additional shares of Common Stock issuable upon
                           conversion or exercise thereof. If so, then as of the
                           record date for that event, (or the date of such
                           dividend distribution, split or subdivision if no
                           record date is fixed), the Conversion Number of the
                           Series D Preferred Stock shall be appropriately
                           adjusted so that the number of shares of Common Stock
                           issuable on conversion of that series shall be
                           adjusted in proportion to the increase or decrease of
                           outstanding shares resulting from the stock split,
                           dividend or subdivision (treating all Common Stock
                           Equivalents as having been converted into Common
                           Stock).

                           C. EFFECT OF OTHER DISTRIBUTIONS ON CONVERSION. If
                           the Corporation declares a distribution (other than a
                           distribution subject to the previous Section 6.b. of
                           this Series D Statement of Rights) payable in
                           securities of other persons, evidences of
                           indebtedness issued by the Corporation or other
                           persons, assets (excluding cash dividends), or
                           options or rights that do not result in adjustment of
                           the Conversion Number under this Section 6, then the
                           holders of the Series D Preferred Stock shall be
                           entitled to a proportionate share of any such
<PAGE>

                           distribution as though they were the holders of the
                           number of shares of Common Stock of the Corporation
                           into which their shares of Series D Preferred Stock
                           are convertible, determined as of the record date
                           fixed for the determination of the holders of Common
                           Stock of the Corporation entitled to receive such
                           distribution.

                           D. EFFECT OF RECAPITALIZATIONS ON CONVERSION. If any
                           recapitalization of the Common Stock occurs (other
                           than a subdivision, combination or merger or sale of
                           assets transaction provided for elsewhere herein),
                           provision shall be made so that the holders of the
                           Series D Preferred Stock shall thereafter be entitled
                           to receive, upon conversion of the Series D Preferred
                           Stock, the number of shares of stock or other
                           securities or property of the Corporation or
                           otherwise, to which they would be entitled on such
                           recapitalization if they were the holders of the
                           number of shares of Common Stock of the Corporation
                           into which their shares of Series D Preferred Stock
                           were convertible on the effective date of the
                           recapitalization. In any such case, appropriate
                           adjustment shall be made in the application of the
                           provisions of this Section 6 with respect to the
                           rights of the holders of the Series D Preferred Stock
                           after the recapitalization to the end that the
                           provisions of this Section 6 shall be applicable
                           after the recapitalization to achieve the intent of
                           the Conversion Number adjustment provisions of this
                           Section 6, so as to protect the conversion rights of
                           the holders of the Series D Preferred Stock against
                           impairment as nearly as may be practicable.

                           E. NO IMPAIRMENT OF CONVERSION RIGHTS. The
                           Corporation will not, by amendment of its
                           organizational documents, or through any
                           reorganization, recapitalization, transfer of assets,
                           consolidation, merger, dissolution, issue or sale of
                           securities or any other voluntary action, avoid or
                           seek to avoid the observance or performance of any of
                           the terms to be observed or performed hereunder by
                           the Corporation, but will at all times in good faith
                           assist in the carrying out of all the provisions of
                           this Section 6 and in the taking of all such action
                           as may be necessary or appropriate in order to
                           protect the conversion rights of the holders of the
                           Series D Preferred Stock against impairment.

                           F. NO FRACTIONAL SHARES ON CONVERSION. No fractional
                           shares shall be issued upon conversion of the Series
                           D Preferred Stock, and the number of shares of Common
                           Stock to be issued shall be rounded to the nearest
                           whole share, determined on the basis of the total
                           number of shares of Series D Preferred Stock which
                           the holder is at the time converting into Common
                           Stock and the number of shares of Common Stock
                           issuable upon such aggregate conversion.

                           G. CERTIFICATES ON ADJUSTMENT OF CONVERSION NUMBER.
                           Upon the occurrence of each adjustment or
                           readjustment of the applicable Conversion Number of
                           Series D Preferred Stock pursuant to this Section 6,
                           the Corporation, at its expense, shall promptly
                           compute such adjustment or readjustment and prepare
                           and furnish to each holder of Series D Preferred
                           Stock a certificate setting forth such adjustment or
                           readjustment, showing the facts upon which such
<PAGE>

                           adjustment or readjustment is based. If a holder of
                           Series D Preferred Stock requests in writing, the
                           Corporation shall supply that holder a certificate
                           setting forth (i) such adjustment and readjustment,
                           (ii) the applicable Conversion Number in effect at
                           the time (before and after the adjustment), and (iii)
                           the number of shares of Common Stock and the amount,
                           if any, of other property which at the time would be
                           received upon the conversion of a share of Series D
                           Preferred Stock.

                           H. CONVERSION NOTICES. Any notice required by the
                           provisions of this Section 6 to be given to the
                           holders of shares of Series D Preferred Stock shall
                           be deemed given if deposited in the United States
                           mail, postage prepaid, and addressed to each holder
                           of record at his or her address appearing on the
                           books of the Corporation.

                           I. RESERVATION OF STOCK FOR CONVERSION. The
                           Corporation shall at all times reserve and keep
                           available out of its authorized but unissued shares
                           of Common Stock solely for the purpose of effecting
                           the conversion of the shares of Series D Preferred
                           Stock such number of its shares of Common Stock as
                           shall from time to time be sufficient to effect the
                           conversion of all outstanding shares of the Series D
                           Preferred Stock. If the number of authorized but
                           unissued shares of Common Stock are not sufficient to
                           effect the conversion of all then outstanding shares
                           of Series D Preferred Stock, the Corporation will
                           take such corporate action as may, in the opinion of
                           its counsel, be necessary to increase its authorized
                           but unissued shares of Common Stock to such number of
                           shares as shall be sufficient for such purposes.

                  7. VOTING RIGHTS OF SERIES D PREFERRED. Each outstanding share
                  of Series D Preferred Stock shall have no voting rights,
                  except as may be required by the law of the state of
                  incorporation or as further described in this Series D
                  Statement of Rights.

                  8. PROTECTIVE PROVISIONS. So long as any shares of Series D
                  Preferred Stock remain outstanding, the Corporation shall not,
                  without first obtaining the approval (by vote or written
                  consent) of the holders of at least a majority of the then
                  outstanding shares of Series D Preferred Stock:

A. Authorize or issue any additional Series D Preferred Stock;

B. Adversely alter or change the rights, preferences or privileges of the Series
D Preferred Stock; or

C.       Amend this Statement of Rights;

                  9. STATUS OF CONVERTED OR REDEEMED STOCK. If any shares of
                  Series D Preferred Stock shall be redeemed or converted into
                  Common Stock, the shares of Series D Preferred Stock so
                  converted or redeemed shall be canceled and shall not be
                  issuable by the Corporation."