C2325-95
                                                                FILED __________

Seal of the State of Nevada
[GRAPHIC OMITED]
                DEAN HELLER
                Secretary of State
                204 North Carson Street, Suite 1
                Carson City, Nevada 89701-4299
                (775)-684 5708
                Website: secretaryofstate.biz


                Certificate of amendment
                  (PURSUANT TO NRS 78.385 and 78.390)

Important: Read attached instructions before completing form
                                              ABOVE SPACE IS FOR OFFICE USE ONLY


             Certificate of Amendment to Articles of Incorporation
             -----------------------------------------------------
                         For Nevada Profit Corporations
                         ------------------------------

          (Pursuant to NRS 78.385 and 78.390-After Issuance of Stock)

1.  Name of corporation:
CytoGenix, Inc.

2.  The articles have have amended as follows (provide article numbers, if
    available):

ARTICLE FOURTH is hereby amended to read in its entirety as follows:

"FOURTH.  The  corporation is authorized to issue  300,000,000  shares of Common
Stock, par value $.001 share."

ARTICE  FOURTH is further  amended by adding the  following  sentence  after the
first sentence of ARTICLE FOURTH, as amended above:

"The  corporation  is also  authoried  to issue  50,000,000  shares of preferred
stock,  par  value  $.001  share,  for  which  the  board  of  directors  of the
corporation shall have the power to fix by resolution or resolutions the powers,
preferences  and rights and the  qualifications,  limitations  or  restrictions,
including dividing the Preferred Stock into one or more classes or series having
the  same or  different  powers,  preferences  and  rights  and  qualifications,
limitations  and  restrictions as the board of directors shall fix by resolution
or resolutions."


3.  The  vote by  which  the  stockholders  holding  shares  in the  corporation
entitling  them to  exercise at least a majority  of the voting  power,  or such
greater  proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment is: 69% and 60% respectively.

4.  Effective date of filing (optional):
               (must not be later than 90 days after the certificate is filed)

5. Officer Signature (required):        /s/ Lawrence Wunderlich
                                      -----------------------------------
                                            Lawrence Wunderlich

If any proposed  amendment  would alter or change any preference or any relative
or other  right  given to any class or series of  outstanding  shares,  then the
amendment  must be approved by the vote,  in  addition to the  affirmative  vote
otherwise  required  of the  holders of shares  representing  a majority  of the
voting power of each class or series  affected by the  amendment  regardless  of
limitations or serstictions on the voting power thereof.

IMPORTANT: Failure to inclued any of the above information and submit the proper
fees may cause this filing to be rejected.

This for must be accompanied by appropriate fees. See attached fee schedule.
                                  Nevada Secretary of State AM 78.385 Amend 2003
                                                            Revised on: 11/03/03