**Exhibit 3.8**

 
| ** ** | **A0591202**                             |                                     |
|------------|------------------------------------------|------------------------------------------|
| ** ** | 1345069                                  | FILED                                    |
| ** ** | ** **                               | In the office of  the Secretary of State |
| ** ** | ** **                               | of the State of  California              |
| ** ** | ** **                               |                                     |
| ** ** | ** **                               | JAN 09, 2003                             |
| ** ** | **CERTIFICATE****OF****AMENDMENT****OF** |                                     |
| ** ** | **THE ARTICLES OF INCORPORATION OF**     | /s/ Kevin Shelley                        |
| ** ** | **THE L. L. KNICKERBOCKER CO.,****INC.** | KEVIN SHELLEY,  Secretary of State       |

 

Horst Geicke and DavidKoontz hereby certify that:

 

1.                                       They are the duly appointed President andChief Executive Officer, and Chief Financial Officer and Secretary,respectively, of THE L.L. KNICKERBOCKER CO., INC, a California corporation (the“Company”).

 

2.                                       On August 15, 2002, Judge Robert W.Alberts of the United States Bankruptcy Court for the Central District ofCalifornia (the “Bankruptcy Court”) entered the Order Confirming Debtor’s andCommittee’s Third Amended Joint Chapter 11 Plan (the “Confirmation Order”)approving a plan of reorganization (the “Plan”) under chapter 11 of the UnitedStates Bankruptcy Code relating to the Company. The Company’s bankruptcy caseis pending as case number SA 99-18522 RA in the Bankruptcy Court. The Planbecame effective pursuant to its terms on September 6, 2002 (the “EffectiveDate”). The undersigned hereby execute this Amendment under the authority andpursuant to the terms of the Plan and the Confirmation Order, and in accordancewith the provisions of Chapter 14 of the California General Corporation Law.

 

3.                                       Pursuant to the terms of the Plan and theConfirmation Order, the undersigned were duly appointed by the board ofdirectors as officers of THE L.L. KNICKERBOCKER CO., INC. as of the EffectiveDate.

 

4.                                       Pursuant to the Plan and the ConfirmationOrder, Article 1 of the Articles of Incorporation of this corporation ishereby amended to read as follows:

 

The name of thiscorporation is

**RG**GLOBAL LIFESTYLES, INC.**

 

5.                                       The foregoing amendment of the Articles ofIncorporation hat been duly approved by the board of directors.

 

Eachof the undersigned declares under penalty of perjury under the laws of theState of California that the matters set forth in this Certificate are true andcorrect of his or her knowledge

 

Datedas of September 6, 2002

 
|   | /s/  Horst Geicke                                    |   |   |
|--------|------------------------------------------------------|--------|--------|
|   | Horst  Geicke, President and Chief Executive Officer |   |
|   |                                                 |   |
|   | /s/  David Koontz                                    |   |   |
|   | David  Koontz, Chief Financial Officer and Secretary | [SEAL] |

 

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