Exhibit 3.2

                              ARTICLES OF AMENDMENT
                        TO THE ARTICLES OF INCORPORATION
                                       OF
                                 TECHLABS, INC.

         Pursuant to Section 607.10025 of the Business Corporation Act of the
State of Florida, the undersigned being the President of TECHLABS, INC., a
corporation organized and existing under and by virtue of the Business
Corporation Act of the State of Florida (the "Corporation"), bearing document
number P98000047602, does hereby certify that the following resolutions were
adopted by the Board of Directors on November 4, 2002 pursuant to its authority:

         WHEREAS, the Corporation's Articles of Incorporation, as amended,
provide that it is authorized to issue 5,000,000,000 shares of common stock, par
value $0.001 per share (the "Common Stock"), 10,000,000 shares of preferred
stock, par value $.001 per share (the "Preferred Stock"), 25,000,000 shares of
special preferred stock, par value $.001 per share (the "Special Preferred
Stock") and 10,000,000 shares of blank check preferred stock, par value $.001
per share (the "Blank Check Preferred"). Of the 25,000,000 shares of Special
Preferred Stock, 12,500,000 shares shall be designated Class A Special Preferred
Stock and shall have a par value of $.001 per share. Series of the Blank Check
Preferred Stock may be created and issued from time to time, with such
designations, preferences, conversion rights, cumulative, relative,
participating, optional or other rights, including voting rights,
qualifications, limitations or restrictions thereof as shall be stated and
expressed in the resolution or resolutions providing for the creation and
issuance of such series of Blank Check Preferred Stock as adopted by the Board
of Directors pursuant to the authority in this paragraph given.

         WHEREAS, the Corporation presently has issued and outstanding
12,323,437 shares of Common Stock.

         WHEREAS, pursuant to Section 607.10025 of the Florida Business
Corporation Act, a combination of the Corporation's Common Stock may be effected
solely by an action of the Corporation's Board of Directors without shareholder
approval provided that as a result of such amendment, the percentage of
authorized shares remaining unissued after the share combination will not exceed
the percentage of authorized shares that were unissued before the combination.

         NOW, THEREFORE, the Board of Directors be and hereby amends the
Corporation's Articles of Incorporation to reduce the number of authorized
shares of Common Stock from 5,000,000,000 shares to 200,000,000 shares, thereby
reducing the number of authorized shares of Common Stock on a basis of 25 for
one; and be it

         FURTHER RESOLVED, that these Articles of Amendment to the Corporation's
Articles of Incorporation shall become effective on November 14, 2002; and be it

         FURTHER RESOLVED, that immediately upon the effectiveness of these
Articles of Amendment, the number of issued and outstanding shares of the
Corporation's Common Stock shall be combined on the basis of one share for each
25 shares issued and outstanding immediately prior to the effectiveness of such
Articles of Amendment; and be it

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         FURTHER RESOLVED, that the proper officers of the Corporation be and
hereby are authorized and directed to cause these Articles of Amendment to be
filed with the Secretary of State of Florida and to take such additional acts or
actions as they deem necessary and appropriate in connection therewith; and be
it

         FURTHER RESOLVED, that this Amendment to the Corporation's Articles of
Incorporation does not adversely affect the rights or preferences of the holders
of outstanding shares of any class or series and does not result in the
percentage of authorized shares that remain unissued after the combination
exceeding the percentage of authorized shares that were unissued before the
combination; and be it

         FURTHER RESOLVED, unless otherwise amended by these Articles of
Amendment, all other provisions of the Corporation's Articles of Incorporation,
as amended, shall remain in full force and effect.

         These Articles of Amendment were adopted by the unanimous consent of
the Corporation's Board of Directors on November 4, 2002 and no shareholder
consent was required for the adoption thereof pursuant to the provisions of
Section 607.10025 of the Florida Business Corporation Act.

         IN WITNESS WHEREOF, the undersigned, being the President of this
Corporation, has executed these Articles of Amendment as of November 4, 2002.

                                        TECHLABS, INC.

                                        By: /s/ Jayme Dorrough
                                            ------------------
                                        Jayme Dorrough, President


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