<PAGE>
                                                                     EXHIBIT 3.4

                             ARTICLES OF AMENDMENT                 FILED
                                     TO THE                2002 MAR-4  PM 12:13
                           ARTICLES OF INCORPORATION         SECRETARY OF STATE
                                       OF                   TALLAHASSEE, FLORIDA
                            WHITEHALL LIMITED, INC.


        The undersigned hereby certify that:

        A. RONALD MUSTARI is the President and JOANNE MUSTARI is the Secretary
of WHITEHALL LIMITED, INC., a Florida Corporation, whose Articles of
Incorporation were filed with the Department of State, State of Florida, on June
24, 1999.

        B. The Articles of Incorporation of the Corporation authorize Preferred
Stock to be issued in series, and authorize the Board of Directors to determine
the rights, preferences, privileges and restrictions granted to or imposed upon
any wholly unissued series of Preferred Stock, and to fix the number of shares
and designation of any such series.

        C. The Articles of Incorporation, as amended, provide that the initial
series of Preferred Stock shall consist of Two Million Sixty One Thousand Nine
Hundred Forty Six (2,061,946) shares designated "Series A Preferred Stock," all
of which shares of Series A Preferred Stock have been issued and subsequently
converted into Common Stock of the Corporation and none of which shares of
Series A Preferred Stock are outstanding on the date hereof.

        D. The following Amendment to the Articles of Incorporation of the
Corporation was unanimously adopted by the Unanimous Written Consent of the
Board of Directors of the Corporation on February 15, 2002.

        E. In accordance with Article III of the Articles of Incorporation of
the Corporation, the Board of Directors of the Corporation do hereby establish a
second series of Preferred Stock as follows:

        1. Designation of Series.  The second series of Preferred Stock of this
Corporation shall be designated and known as Series B Preferred Stock.

        2. Number of Shares and Par Value.  The total number of shares
constituting the Series B Preferred Stock shall be Two Million Five Hundred
Thousand (2,500,000) having a par value of $.10 per share.

        3. Dividends.  The Series B Preferred Stock is entitled to receive, out
of funds legally available therefor, when and as declared by the board of
directors, dividends (except dividends payable solely in Common Stock of the
Corporation) in the same amount per share as declared on the Common Stock,
treating each share of Series B
<PAGE>


Preferred Stock for this purpose as equal to the number of shares of Common
Stock into which it is then convertible. No dividends (except dividends payable
solely in Common Stock of the Corporation) shall be declared or paid on the
Series B Preferred Stock or Common stock other than simultaneously on both
classes pursuant to this provision.

     4.   Liquidation Rights.

          (a)  In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the holders of the Series B
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 the Common Stock by reason of their ownership thereof, the amount of
$2.00 per share (as adjusted for any stock dividends, combinations or splits
with respect to such shares), plus all declared but unpaid dividends on such
share for each share of Series B Preferred Stock then held by them. If upon the
occurrence of such event, the assets and funds thus distributed among the
holders of the Series B Preferred Stock shall be insufficient to permit the
payment to such holders of the full aforesaid preferential amount, then the
entire assets and funds of the Corporation legally available for distribution
shall be distributed among the holders of the Series B Preferred Stock in
proportion to the shares of Series B Preferred Stock then held by them.

          (b)  After payment to the holders of the Series B 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.

          (c)  For purposes of this Section 4, (i) any acquisition of the
Corporation by means of merger or other form of corporate reorganization in
which outstanding shares of the Corporation are exchanged for securities or
other consideration issued, or caused to be issued, by the acquiring Corporation
or its subsidiary (other than a mere reincorporation transaction) or (ii) the
sale of all or substantially all of the assets of the Corporation, shall be
treated as a liquidation, dissolution or winding up of the Corporation and shall
entitle the holders of Series B Preferred Stock and Common Stock to receive at
the closing in cash, securities or other property (valued as provided in Section
4(d) below) the amounts specified in Sections 4(a) and 4(b) above.

          (d)  Whenever the distribution provided for in this Section 4 shall be
payable in securities or properties other than cash, the value of such
distribution shall be the fair market value of such securities or other property
as determined in good faith by the Board of Directors.

     5.   Voting Rights.  Except as otherwise expressly provided herein or as
required by law, the holder of each share of Series B Preferred Stock shall (i)
be entitled to the number of votes equal to the number of shares of Common Stock
into which such share of Series B Preferred Stock could then be converted, (ii)
have voting rights and powers equal to the voting rights and powers of the
Common Stick, (iii) vote together


                                       2
<PAGE>
with the Common Stock as a single class and (iv) be entitled to notice of any
stockholders' meeting in accordance with the Bylaws of the Corporation.
Fractional votes shall not, however, be permitted and any fractional voting
rights that might otherwise arise were it not for this sentence (after
aggregating all shares into which shares of Series B Preferred Stock held by
each holder could be converted) shall be rounded to the nearest whole number
(with one-half being founded upward).

     6.   Conversion of Series B Preferred Stock. The holders of the Series B
Preferred Stock shall have conversion rights as follows (the "Conversion
Rights"):

          (a)  Right to Convert. Each share of Series B Preferred Stock shall
be convertible, at the option of the holder thereof, at any time after the date
of issuance of such share, at the office of the Corporation or any transfer
agent for the Series B Preferred Stock, into three (3) fully paid and
nonassessable shares of Common Stock.

          Upon conversion, all declared and unpaid dividends on the Series B
Preferred Stock shall be paid either in cash or in shares of Common Stock of
the Corporation, at the election of the Corporation, wherein the shares of
Common Stock shall be valued at the fair market value at the time of such
conversion, as determined in good faith by the Board of Directors of the
Corporation.

          (b)  Automatic Conversion. Each share of Series B Preferred Stock
shall automatically be converted into shares of Common Stock upon the earlier
of (i) August 15, 2003, or (ii) the receipt by the Corporation of the
affirmative vote at a duly noticed shareholders meeting or pursuant to a duly
solicited written consent of the holders of more than a majority of the then
outstanding shares of Series B Preferred Stock in favor of the conversion of
all the share of Series B Preferred Stock.

          (c)  Mechanics of Conversion. Before any holder of Series B Preferred
Stock shall be entitled to convert the same into share of Common Stock and to
receive certificate therefor, the holder shall surrender the certificate or
certificates therefor, duly endorsed, at the office of the Corporation or of
any transfer agent for the Series B Preferred Stock, and shall have give
written notice to the Corporation at such office that the holder elects to
convert the same; provided, however, that in the event of an automatic
conversion pursuant to Section 6(b), the outstanding shares of Series B
Preferred Stock shall be converted automatically without any further action by
the holders of such shares and whether or not the certificates representing such
shares are surrendered to the Corporation or its transfer agent, and provided
further, that the Corporation shall not be obligated to issue certificates
evidencing the shares of Common Stock issuable upon such automatic conversion
unless the certificate evidencing such shares of Series B Preferred Stock are
either delivered to the Corporation or its transfer agent as provided above, or
the holder notifies the Corporation or its transfer agent that such
certificates have been lost, stolen or destroyed and executes an agreement
satisfactory to the Corporation to indemnify the Corporation from any loss
incurred by it in connection with such certificates. The Corporation shall, as
soon as practicable after such delivery, or such agreement and indemnification
in the case of a lost certificate, issue and deliver at such

                                       3


<PAGE>
office to such holder of Series B Preferred Stock, a certificate or certificates
for the number of shares of Common Stock to which the holder shall be entitled
as aforesaid. Such conversion shall be deemed to have been made immediately
prior to the close of business on the date of such surrender of the shares of
Series B Preferred Stock to be converted, or in the case of automatic conversion
on the earlier of August 15, 2003 or the effective date of shareholder approval,
and the person or persons entitled to receive the shares of Common Stock
issuable upon such conversion shall be treated for all purposes as the record
holder or holders of such shares of Common Stock on such date.

        (d)(1) Adjustments. The number of shares of Common Stock into which each
share of Series B Preferred Stock is convertible shall be subject to adjustment
from time to time as follows:

                (i) Adjustments for Stock Dividends and for Combinations or
Subdivisions of Common Stock. In the event that this Corporation at any time or
from time to time after the date on which a share of Series B Preferred Stock is
issued shall declare or pay, without consideration, any dividend on the Common
Stock payable in Common Stock or any right to acquire Common Stock for no
consideration, or shall effect a subdivision of the outstanding shares of Common
Stock into a greater number of shares of Common Stock (by stock split,
reclassification or otherwise than by payment of a dividend in Common Stock or
in any right to acquire Common Stock), or in the event the outstanding shares of
Common Stock shall be combined or consolidated, by reverse stock split,
reclassification or otherwise, into a lesser number of shares of Common Stock,
then the number of shares of Common Stock which the holders of Series B
Preferred Stock would have been entitled to receive upon conversion immediately
prior to such event shall, concurrently with the effectiveness of such event, be
proportionately decreased or increased, as appropriate. In the event the
Corporation shall declare or pay, without consideration, any dividend on the
Common Stock payable in any right to acquire Common Stock for no consideration,
then the Corporation shall be deemed to have made a dividend payable in Common
Stock in an amount of shares equal to the maximum number of shares issuable upon
exercise of such rights to acquire Common Stock.

                (ii) Adjustments for Reclassification and Reorganization. If the
Common Stock issuable upon conversion of the Series B Preferred Stock shall be
changed into the same or a different number of shares of any other class or
classes of stock, whether by capital reorganization, reclassification or
otherwise (other than a subdivision or combination of shares provided for in
Section 6(d)1(i) above or a merger or other reorganization referred to in
Section 4(c) above), the number of shares of Common Stock which the holders of
Series B Preferred Stock would have been entitled to receive upon conversion
immediately prior to such change shall, concurrently with the effectiveness of
such reorganization or recapitalization, be proportionately adjusted so that the
Series B Preferred Stock shall be convertible into, in lieu of the number of
shares of Common Stock which the holders would otherwise have been entitled to
receive, a number of shares of such other class or classes of stock equivalent
to the number of



                                       4
<PAGE>
shares of Common Stock that could have been subject to receipt by the holders
upon conversion of the Series B Preferred Stock immediately before that change.

    (e) No impairment. The Corporation will not, by amendment of its Articles
of Incorporation or through any reorganization, 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 B Preferred Stock against impairment.

    (f) Certificate as to Adjustments. Upon the occurrence of each adjustment
or readjustment pursuant to this Section 6, the Corporation at its expense
shall promptly compute such adjustment or readjustment in accordance with the
terms hereof and furnish to each holder of Series B Preferred Stock a
certificate setting forth such adjustment or readjustment and showing in
detail the facts upon which such adjustment or readjustment is based. The
Corporation shall, upon the written request at any time of any holder of Series
B Preferred Stock, furnish or cause to be furnished to such holder a like
certificate setting forth (i) such adjustments and readjustments, and (ii) 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 Series B Preferred
Stock.

    7.  Covenants. In addition to any other rights provided by law, so long as
any shares of Series B Preferred Stock shall be outstanding, the Corporation
shall not, without first obtaining the affirmative vote or written consent of
the holders of not less than a majority of such outstanding shares of Series B
Preferred Stock:

        (a) amend or repeal any provision of, or add any provision to, the
Corporation's Articles of Incorporation if such action would materially and
adversely alter or change the rights, preferences, privileges or restrictions
of the Series B Preferred Stock; or

        (b) create any new class of shares that has rights, preferences or
privileges superior to or on a parity with those of the Series B Preferred
Stock.

    The undersigned President and Secretary of the Corporation have executed
these Articles of Amendment this 15th day of February 2002.

                                          /s/ RONALD MUSTARI
                                          ------------------------------
                                          Ronald Mustari, President

                                          /s/ JOANNE MUSTARI
                                          ------------------------------
                                          Joanne Mustari, Secretary


                                       5