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                                   EXHIBIT 3.7

                 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF
                        DESIGNATION, PREFERENCES, RIGHTS
                 OF THE 5% SERIES A CONVERTIBLE PREFERRED STOCK
                                       OF
                             OMNICOMM SYSTEMS, INC.

         Pursuant to Section 151 of the General Corporation Law of the State of
Delaware (the "GCL"), the undersigned, being the President of OmniComm Systems,
Inc., hereby certifies as follows:

         1.       The name of the Corporation is OMNICOMM SYSTEMS, INC.
(hereinafter referred to as the "Company");

         2.       The Certificate of Designation of 5% Series A Convertible
Preferred Stock (the "Certificate of Designation") of the Company as filed with
the State of Delaware on July 19, 1999, which was amended by Certificate of
Increase of 5% Series A Convertible Preferred Stock filed on December 17, 1999,
is hereby amended to revise the THIRD paragraph with respect to dividends;

         3.       The undersigned DOES HEREBY certify that the following
resolution was duly adopted by the Board of Directors on March 27, 2002, and the
holders of a majority of the issued and outstanding voting securities and the
holders of a majority of the issued and outstanding 5% Series A Convertible
Preferred Stock of the Company, at a meeting held on August 2, 2002.

         RESOLVED, that paragraph THIRD of the Certificate of Designation of 5%
Series A Convertible Preferred ("Series A Preferred Stock") of the Company be
and hereby is deleted in its entirety and substituted with the following:

         "THIRD            Dividends.

                  (a)      The holders of record of shares of Series A Preferred
                           Stock shall be entitled to receive, when and as
                           declared and paid by the Company's Board of Directors
                           or upon conversion or liquidation of the Series A
                           Preferred Stock, out of funds legally available for
                           the declaration and payment of dividends, after
                           payment of dividends and distributions on any class
                           of capital stock of the Company created senior to the
                           Series A Preferred Stock and including the Series B
                           Preferred Stock and Series C Preferred Stock, and in
                           preference to any declaration or payment of dividends
                           and distributions on any class or series of capital
                           stock of the Company hereafter created not
                           specifically ranking by its terms senior to or on
                           parity with the Series A Preferred Stock
                           (collectively with the Common Stock, the "Junior
                           Securities"), dividends at the rate of 5% of the
                           Stated Value per share per annum (subject to
                           adjustment in the event of stock splits, combinations
                           or similar events). Such dividends shall accrue
                           quarterly from the date of the Amendment. Dividends
                           per share shall be payable, at the Company's option,
                           either in cash or in shares of Common Stock valued at
                           $1.50 per share. Dividends on the Series A Preferred
                           Stock shall be cumulative so that if, for any
                           dividend accrual period, dividends in the amount
                           specified in this section are not declared and paid
                           or set aside for payment, the amount of accrued but
                           unpaid dividends shall accumulate and be added to the
                           dividends payable for subsequent dividend accrual
                           periods. The Stated Value per share shall mean $1.00
                           per share; and

                  (b)      Unless full cumulative dividends on all outstanding
                           shares of Series A Preferred Stock for all past
                           dividends periods have been declared and paid, or
                           declared and a sufficient sum for the payment thereof
                           set apart, no dividend whatsoever shall be declared
                           or paid upon, nor shall any distribution be made
                           upon, any Junior Securities, nor shall any shares of
                           Junior Securities be purchased or redeemed by the
                           Company nor shall any moneys be paid to or made
                           available for a sinking fund for the purchase or
                           redemption of any Junior


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                           Securities (other than, in each case, a distribution
                           or payment made solely in shares of Junior
                           Securities), without, in each such case, the written
                           consent of the holders of a majority of the
                           outstanding shares of Series A Preferred Stock,
                           voting together as a class."

         IN WITNESS WHEREOF, the Company has caused this Certificate of
Amendment to the Certificate of Designation to be duly executed by its President
this 2nd day of August 2002.

                                         OmniComm Systems, Inc.



                                         By: /s/ Cornelis Wit
                                            -----------------------------------
                                         Cornelis Wit
                                         President