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

Certificate of Amendment to Articles of IncorporationFor Nevada Profit Corporations

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

1. Name of Corporation:          CyroGenix, Inc.

2. The articles have been 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."

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

"The corporation is also authorized 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 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):

| 5. Officer Signature (required) |                                                               | (must not be later than                    90 days after the certificate is filled) |
|---------------------------------|---------------------------------------------------------------|-------------------------------------------------------------------------------------|
|                            | ______________________                    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 restrictions on the votingpower thereof.

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

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