XENICENT INC
SB-2, EX-3.2, 2000-12-21
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                             STATE OF NORTH CAROLINA
                      DEPARTMENT OF THE SECRETARY OF STATE

                              ARTICLES OF AMENDMENT
                              BUSINESS CORPORATION


Pursuant to '55-10-06 of the General Statutes of North Carolina, the undersigned
corporation  hereby  submits the following Articles of Amendment for the purpose
of  amending  its  Articles  of  Incorporation.

1.     The  name  of  the  corporation  is:  GREAT  LAND  DEVELOPMENT  CO.

2.     The text of each amendment adopted is as follows (State below or attach):

NOW,  THEREFORE, BE IT RESOLVED, that the shareholders of the Corporation hereby
approve  and  adopt the Articles of Amendment to increase the authorized capital
of  the  Corporation  to  55,000,000  shares, of which 50,000,000 shares will be
Common  Stock  (Common  Stock@) and 5,000,000 shares will be Series A Preferred
Stock  (Preferred Stock@) as proposed and recommended by the Board of Directors
of  the  Corporation,

FURTHER  RESOLVED,  the  shares  of  Preferred Stock shall have the preferences,
limitations and relative rights to be determined by the Board of Directors prior
to  issuance  of  any  shares  of  Preferred  Stock;

FURTHER RESOLVED, that in order to effectuate the above resolutions, Paragraph 2
of the Articles of Incorporation be stricken out and deleted in its entirety and
the  following  new  Paragraph  2  be  substituted  in  lieu  thereof:

"2.     The  total number of shares of capital stock which the Corporation shall
have  authority  to issue is 55,000,000, of which (a) 50,000,000 shares shall be
Common  Stock  (the  Common Stock@), and (b) 5,000,000 shares shall be Series A
Preferred  Stock  (the  Preferred  Stock@).  The  voting  powers, designations,
preferences,  privileges  and relative, participating, optional or other special
rights,  and  the  qualifications,  limitations or restrictions of the Preferred
Stock  of  the  Corporation,  shall  be  determined  by the Board of Directors.@

3.     The only exchange, reclassification or cancellation of issued shares as a
result  of  this  amendment  will  be  effected  in  the  following  manner:



<PAGE>
The  holder(s)  of outstanding shares of Common Stock of the Corporation will be
requested  to surrender  their certificates, and  in  exchange  therefore, the
Corporation  shall  issue  new  stock  certificates  for the Common Stock and an
appropriate  notation shall be endorsed or affixed to said certificates for the
purpose  of  indicating  that  the  Corporation  will  provide, upon request and
without  charge,  information  in  writing  as to the designations, preferences,
limitations, and relative rights of all classes of shares and any series thereof
and  the  authority of the board of directors to determine variations for future
series.

4.         The  date  of  adoption of each amendment by the share-holders of the
Corporation  was  June  30,  2000.

5.     The  amendment(s)  was  (were)  approved  by shareholder action, and such
shareholder  approval  was  obtained  as  required  by  Chapter  55 of the North
Carolina  General  Statutes.

6.           These Articles will be effective upon filing, unless a delayed time
and  date  is  specified:
            ____________________________


     This  the  30th  day  of  June,  2000.


     GREAT  LAND  DEVELOPMENT  CO.

           /S/DUANE BENNETT
     By:  ______________________________
     Duane  C.  Bennett,  President




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