LUDLUM CONSTRUCTION CO INC
10KSB40, EX-2.B, 2000-06-05
HEAVY CONSTRUCTION OTHER THAN BLDG CONST - CONTRACTORS
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<PAGE>   1

             ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION
                                       OF
                          LUDLUM CONSTRUCTION CO., INC.

Pursuant to the provisions of the Florida Statues, on October 24, 1997 all of
the directors and shareholders of Ludlum Construction Co., Inc., a Florida
corporation (the "Corporation"), adopted the following resolutions by written
consent:

         RESOLVED:                  That the number of authorized shares of
                                    common stock of the Corporation should be
                                    increased to ten million (10,000,000), $0.01
                                    par value per share, one (1) of which is
                                    designated "Class A" and nine million, nine
                                    hundred ninety nine thousand nine hundred
                                    ninety nine (9,999,999) of which are
                                    designated "Class B".

         RESOLVED:                  That the Articles of Incorporation as filed
                                    with the Florida State Department should be
                                    amended to reflect the foregoing resolution.

         RESOLVED:                  That the President of the Corporation is
                                    authorized to take any and all action
                                    necessary in order to reflect the change in
                                    authorized capital of the Corporation.

NOW THEREFORE, in accordance with the foregoing resolutions, the first sentence
of Article III of the Corporation's Articles of Incorporation is deleted and the
following inserted in its place:

                           ARTICLE III. CAPITAL STOCK

                  The total number of shares of all classes of stock which the
                  corporation has the authority to issue is ten million
                  (10,000,000) shares of common Stock, $0.01 par value per
                  share, one (1) of which is designated "Class A" and nine
                  million, nine hundred ninety nine thousand nine hundred ninety
                  nine (9,999,999) of which are designated "Class B".

IN WITNESS WHEREOF, the President of the Corporation has executed and submitted
this instrument this 24th day of October, 1997.


                                          /s/ Noah W. Ludlum Jr. (Pres)
                                          -------------------------------------
                                          Noah W. Ludlum Jr., President


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