<PAGE>
                            CERTIFICATE OF AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION
                                       OF
                            CERX VENTURE CORPORATION
                             (a Nevada Corporation)



     CERX VENTURE CORPORATION, a corporation organized and existing under and by
virtue of the General Corporation Law of Nevada (the "Corporation"), DOES HEREBY
CERTIFY THAT:

     A. The Board of  Directors  of the  Corporation  by the  unanimous  written
consent of its  members,  filed with the  minutes of the Board,  duly  adopted a
resolution   setting  forth  a  proposed   amendment  to  the   Certificate   of
Incorporation  of the  Corporation  in  order  to (i)  change  the  name  of the
Corporation from CERX VENTURE  CORPORATION to EBONLINE.COM,  INC., (ii) identify
the directors named in the Certificate of  Incorporation as members of the first
Board of Directors of the Corporation and (iii) reflect a reverse stock split of
the  Corporation's  outstanding  common  stock.,  par value $.001 per share on a
one-for-five basis,  declaring such amendment to be advisable and directing that
the  proposal  be  placed  before  the   shareholders  of  the  Corporation  for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:

     RESOLVED,  that Article FIRST of the  Certificate of  Incorporation  of the
Corporation be amended to provide as follows:

            "FIRST.     The name of this corporation is EBONLINE.COM, INC."

     RESOLVED,  that Article FOURTH of the Certificate of  Incorporation  of the
Corporation be amended to provide as follows:

            "FOURTH.    The names and  addresses  of the members of the
      first Board of Directors are:

                  NAME                               MAILING ADDRESS
            John D. Brasher, Jr.               90 Madison Street, Suite 707
                                               Denver, Colorado 80206

            Johnny D. Brasher                  P.O. Box 1686
                                               Ferriday, Louisiana 71334"


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     RESOLVED, that the first full paragraph of Article FIFTH of the Certificate
of Incorporation of the Corporation be amended to provide as follows:

               "FIFTH. The aggregate number of shares of capital stock
          of all classes which the Corporation shall have authority to
          issue is  SIXTY-FIVE  MILLION  (65,000,000),  of which FIFTY
          MILLION  (50,000,000) shares having a par value of $.001 per
          share  shall be of a class  designated  "COMMON  STOCK"  (or
          COMMON  SHARES")  and FIFTEEN  MILLION  (15,000,000)  shares
          having a par value of $.001  per  share  shall be of a class
          designated  "PREFERRED  STOCK" (or PREFERRED  SHARES").  The
          Common Stock will be reverse split on a  one-for-five  basis
          so that each share of Common Stock issued and outstanding as
          of   July 9,   1999  (the   "Declaration   Date")  shall
          automatically   be  converted  into  and   reconstituted  as
          one-fifth of a share of Common Stock (the "Reverse  Split").
          No fractional  shares will be issued by the Corporation as a
          result  of  the  Reverse   Split.   In  lieu   thereof  each
          Stockholder  whose  shares  of Common  Stock are not  evenly
          divisible  by five  will  receive  one  additional  share of
          Common Stock for the fractional  share that such Stockholder
          would  otherwise  be  entitled to as a result of the Reverse
          Split.  All  shares of the  Corporation  shall be issued for
          such   consideration  or  considerations  as  the  Board  of
          Directors may from time to time determine. The designations,
          voting powers, preferences, optional or other special rights
          and qualifications, limitations or restrictions of the above
          classes of stock shall be as follows:"

     B. Other than the changes  described above,  there are no amendments to the
Certificate of Incorporation.

     C.  Pursuant to  resolution of the  Corporation's  Board of Directors,  the
foregoing  Certificate of Amendment was duly approved by affirmative vote of the
holders if a majority of the  Corporation's  5,002,838  shares of capital
stock outstanding and entitled to vote on the proposed amendment,  and therefore
sufficient for approval,  all in accordance with the General  Corporation Law of
Nevada  and  the  existing  Certificate  of  Incorporation  and  bylaws  of  the
Corporation.

     D. This  amendment  was duly adopted in accordance  with the  provisions of
Section 78.390 of the General Corporation Law of Nevada.


                         [signatures on following page]

                                        2
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     IN WITNESS WHEREOF, CERX VENTURE CORPORATION has caused this Certificate of
Amendment  to be  signed  by  its  President,  and  attested  by  its  Assistant
Secretary, as of the date below.

DATED:  July 7, 1999              CERX VENTURE CORPORATION




                                     By:     /s/ John D. Brasher, Jr.
                                        ----------------------------------------
                                         JOHN D. BRASHER, JR.
                                         PRESIDENT AND CHIEF EXECUTIVE OFFICER



By:     /s/ Elizabeth Crosse
   --------------------------------
      ELIZABETH CROSSE
      ASSISTANT SECRETARY



                                        3

<PAGE>




                                 ACKNOWLEDGMENTS




STATE OF COLORADO       )
                        )  SS.
COUNTY OF DENVER        )


            I HEREBY CERTIFY that before me, a Notary Public duly commissioned
and qualified in and for the above jurisdiction, personally came and appeared
JOHN D. BRASHER, JR., the President and Chief Executive Officer of CERX VENTURE
CORPORATION, who after being duly sworn declared that he executed the foregoing
Certificate of Amendment as his free act and deed and that the statements
therein set forth are true and correct.

            IN WITNESS WHEREOF, I have hereunto set my hand and seal on
July 7, 1999.



                                   My
                                   Commission
                                   Expires October 22, 2001








STATE OF COLORADO       )
                        )  SS.
COUNTY OF DENVER        )


            I HEREBY CERTIFY that before me, a Notary Public duly commissioned
and qualified in and for the above jurisdiction, personally came and appeared
MARK T. COOPER, the Assistant Secretary CERX VENTURE CORPORATION, who after
being duly sworn declared that he executed the foregoing Certificate of
Amendment as his free act and deed and that the statements therein set forth are
true and correct.

            IN WITNESS WHEREOF, I have hereunto set my hand and seal on
July 7, 1999.



                                   My
                                   Commission
                                   Expires October 22, 2001