EXHIBIT 3.7

                    ARTICLES OF AMENDMENT TO THE ARTICLES
                    OF INCORPORATION INCREASING THE AMOUNT
                     OF AUTHORIZED COMMON AND SETTING THE
                 REDEMPTION FOR THE SERIES D PREFERRED STOCK















                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                             WORKFORCE SYSTEMS CORP.


      The undersigned, being a natural person competent to contract, does hereby
make,  subscribe  and  file  the  Articles  of  Amendment  to  the  Articles  of
Incorporation  of Workforce  Systems  Corp., a Florida  corporation  pursuant to
Sections 607.0602 and 607.10025 of the Florida Business Corporation Act:

      1. The name of the corporation is Workforce Systems Corp. (the "Company").

      2. The text of the amendment  adopted by the Company's  Board of Directors
on March 20, 1997 increasing the number of authorized  shares of common stock is
as follows:

      WHEREAS,   pursuant  to  the  Articles  of  Incorporation   the  Company's
      authorized  capital  consists of 10,000,000  shares of common  stock,  par
      value $.001 per share and 2,000,000  shares of preferred  stock, par value
      $.0001 per share.

      WHEREAS,  the  Board of  Directors  deem it in the best  interests  of the
      Company to increase the authorized common stock to 100,000,000 shares, par
      value $.001 per share.

      NOW, THEREFORE,  BE IT RESOLVED, that the number of shares of common stock
      the  Company  is  authorized  to issue be and  hereby  is  increased  from
      10,000,000 shares,  par value $.001 per share, to 100,000,000  shares, par
      value $.0001 per share; and be it

      FURTHER  RESOLVED,  that the  President  of the  Company  be and hereby is
      authorized  and directed to file  Articles of Amendment to the Articles of
      Incorporation  of the  Company so  reflecting  the  foregoing  increase in
      authorized common stock.

      3. The  Company  currently  is  authorized  to issue  2,000,000  shares of
preferred stock, par value $.0001 per share (the "Preferred Stock"), issuable in
such series and bearing such voting, dividend, conversion, liquidation and other










rights and preferences as the Board of Directors may determine.  The Company has
previously  designated 1,000,000 shares of Preferred Stock as Series D Preferred
Stock and has so filed  Articles  of  Amendment  to the  Company's  Articles  of
Incorporation  setting  forth the  designations,  rights and  privileges of such
Series D Preferred  Stock.  The text of the resolution of the Board of Directors
on March 20, 1997  setting  forth  amendments  to the  designations,  rights and
privileges of the Series D Preferred Stock is as follows:

      WHEREAS,  pursuant  to Article IV of the  Articles  of  Incorporation  the
      Company is authorized to issue 2,000,000  shares of preferred  stock,  par
      value $.001 per share (the "Preferred Stock"), issuable in such series and
      bearing such voting,  dividend,  conversion,  liquidation and other rights
      and preferences as the Board of Directors may determine.

      WHEREAS, the Board of Directors has previously deemed it to be in the best
      interest of the Company to  designate  a series of such  Preferred  Stock,
      consisting of 1,000,000 shares (the "Series D Preferred Stock").

      WHEREAS,  the Company has filed  Articles of  Amendment to its Articles of
      Incorporation  setting forth the  designations,  rights and preferences of
      such Series D Preferred Stock (the "Designations").

      WHEREAS,  the  Board of  Directors  deem it in the best  interests  of the
      Company to delete  Paragraph 4,  REDEMPTION,  of the  Designations  in its
      entirety and substitute the following:

      4.  REDEMPTION.  The shares of Series D Preferred  Stock are redeemable at
      any time at the  option of the  Company  at a rate of 2.4 shares of common
      stock for each share of Series D  Preferred  Stock to be  redeemed  by the
      Company.

      NOW,  THEREFORE,  be it resolved that the  Designations  be and hereby are
      amended  to delete  the  Paragraph  4,  REDEMPTION,  in its  entirety  and
      substitute the following:

      4.  REDEMPTION.  The shares of Series D Preferred  Stock are redeemable at
      any time at the  option of the  Company  at a rate of 2.4 shares of common
      stock for each share of Series D  Preferred  Stock to be  redeemed  by the
      Company.

      BE IT FURTHER RESOLVED, that the President of the Company be and hereby is
      authorized  and  directed  to  execute  and  file  Articles  of  Amendment
      reflecting the foregoing  action and to take such other acts or actions as
      she deems necessary and appropriate to effect the foregoing.












      4. The foregoing  amendment was duly adopted by unanimous  written consent
of the Board of  Directors  on March 20,  1997 and  shareholders  action was not
required.

      IN  WITNESS  WHEREOF,  this  Articles  of  Amendment  to the  Articles  of
Incorporation has been executed on the 21st day of March, 1997.

                                    WORKFORCE SYSTEMS CORP.

                                    By: /s/ Ella Boutwell Chesnutt
                                       ----------------------------
                                    Ella Boutwell Chesnutt
                                    President