Exhibit 4(E)

                           CERTIFICATE OF AMENDMENT
                                      OF
                OMNICOMM SYSTEMS, INC., a Delaware corporation.

     The undersigned corporation

     DOES HEREBY CERTIFY:

FIRST:  That the holders of a majority of the issued and outstanding shares of
common stock of OmniComm Systems, Inc., in accordance with Chapter 8, Subchapter
VII, Section 228 of the laws of the State of Delaware have consented to amend
the Certificate of Incorporation.

SECOND:  That the amendment(s) or change(s) in the Certificate of Incorporation
of OmniComm Systems, Inc. are as follows:

     Fourth article is changed to read: The total number of common shares of
     stock which the corporation shall have the authority to issue is sixty
     million (60,000,000). All such shares are to have a par value of $0.001.
     The total number of preferred shares of stock which the corporation shall
     have the authority to issue is ten million (10,000,000). The board of
     directors of the OmniComm Systems, Inc. shall have the authority to divide
     the preferred stock into as many series as it shall from time to time
     determine. The board of directors shall determine the number of shares
     comprising each series of preferred stock, which number may, unless
     otherwise provided by the board of directors in creating such series, be
     increased from time to time by action of the board of directors. Each
     series of preferred stock shall be so designated as to distinguish such
     series from the shares of each other series. All series of preferred stock
     shall be of equal rank and have the same powers, preferences and rights,
     and shall be subject to the same qualifications, limitations and
     restrictions, without distinction between the shares of different series
     thereof; provided, however, that there may be variations among different
     series of preferred stock as to dividend rates, prices, terms, conditions
     of redemption, if any, liquidation rights, and terms and conditions of
     conversion, if any, which variations may be fixed and determined by the
     board of directors in their discretion.

THIRD:  This amendment shall be effective on November 16, 2001.

                           Dated: November 27, 2001

                            OmniComm Systems, Inc.



                            By:/s/ David Ginsberg, D.O.
                            ---------------------------
                            David Ginsberg, D.O.
                            Director and Chief Executive Officer

Attested By: /s/ Randall G. Smith
---------------------------------
Randall G. Smith, Secretary