Exhibit 3.7

                                STATE of DELAWARE

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION

Pursuant to Sections 222 and 242 of the Delaware  General  Corporation  Law, the
undersigned  corporation  adopts the following  Certificate  of Amendment to its
Certificate of Incorporation by stating the following:

FIRST:  A meeting  of the Board of  Directors  of ReDOX  Technology  Corp.  (the
"Company")  was held on February  8, 2001 where  resolutions  were duly  adopted
setting forth a proposed  amendment to the Certificate of  Incorporation  of the
Company,  and the Board  declared the amendments to be advisable and in the best
interest of the Company.

The resolutions setting forth the proposed amendments are as follows:

     RESOLVED, that Article FOURTH of the Company's Certificate of Incorporation
be, and hereby is amended to read as follows:

     FOURTH.  The aggregate  number of shares which the  corporation  shall have
authority to issue is :

                    Ten Million 10,000,000 Preferred Shares,
           having a par value of one tenth of a cent ($.001) per share

                                       and

            One Hundred Million (100,000,000) shares of Common Stock,
                     having a par value of $.00005 per share

A statement  of the  preferences,  privileges,  and  restrictions  granted to or
imposed  upon the  respective  classes  of shares or the  holders  thereof is as
follows:







     A. Preferred Shares.  Prior to the issuance of any of the Preferred Shares,
the Board of Directors shall determine the number of Preferred Shares to then be
issued  from the Ten Million  (10,000,000)  shares  authorized,  and such shares
shall constitute a series of the Preferred  Shares.  Such series shall have such
preferences,  limitations,  and relative  rights as the Board of Directors shall
determine  and such series  shall be given a  distinguishing  designation.  Each
share of a series  shall have  preferences,  limitations,  and  relative  rights
identical  with  those of all  other  shares of the same  series.  Except to the
extent otherwise provided in the Board of Directors'  determination of a series,
the shares of such series  shall have  preferences,  limitations,  and  relative
rights identical with all other series of the Preferred Shares. Preferred Shares
may have dividend or liquidation  rights which are prior (superior or senior) to
the dividend and liquidation rights and preferences of the Common Shares and any
other series of the Preferred  Shares.  Also, any series of the Preferred Shares
may have voting rights.

     B.  Common  Shares.  The  terms of the  100,000,000  Common  Shares  of the
corporation shall be as follows:

     (1) Dividends.  Whenever cash  dividends  upon the Preferred  Shares of all
series thereof at the time outstanding, to the extent of the preference to which
such  shares are  entitled,  shall have been paid in full for all past  dividend
periods, or declared and set apart for payment, such dividends, payable in cash,
stock,  or otherwise,  as may be  determined  by the Board of Directors,  may be
declared by the Board of Directors  and paid from time to time to the holders of
the  Common  Shares  out  of  the  remaining  net  profits  or  surplus  of  the
corporation.

     (2) Liquidation.  In the event of any liquidation,  dissolution, or winding
up of the affairs of the  corporation,  whether  voluntary or  involuntary,  all
assets and funds of the  corporation  remaining after the payment to the holders
of the Preferred  Shares of all series thereof of the full amounts to which they
shall be  entitled as  hereinafter  provided,  shall be divided and  distributed
among the holders of the Common Shares according to their respective shares.

     (3) Voting  rights.  Each  holder of a Common  Share shall have one vote in
respect of each share of such stock held by him.  There shall not be  cumulative
voting.

SECOND: Pursuant to the resolutions of the Board of Directors, and in accordance
with  Section 222 of the General  Corporation  Law of the State of  Delaware,  a
written  consent  to action was signed by the  holders  of the  majority  of the
issued and outstanding shares of Common Stock, in lieu of a special meeting.

THIRD:  That the amendments  were duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.

                                           REDOX TECHNOLOGY CORP.

                                                /S/  Richard Szymanski
                                           By: ________________________________
                                               Richard Szymanski,  President

                                           Date:  2/19/01
ATTEST:


/S/   Clifton Douglas

Secretary