AMENDED Certificate of Incorporation
                                       Of
                                  Centrex, inc.

                                    Article I

                                      Name

The name of the Corporation is Centrex, Inc.

                                   Article II

                           Registered office and Agent

The registered office of the Corporation in the State of Oklahoma, is located at
Kaufman & Associates, PLLC, 624 South Boston Avenue, 10th Floor, Tulsa, Oklahoma
74119. The Corporation's registered agent at that office is Ronald C. Kaufman.

                                   ARTICLE III

                                     PURPOSE

The purpose of the  Corporation  is to engage in any lawful act or activity  for
which corporations may be organized under the Oklahoma General Corporation Act.

                                   ARTICLE IV

                                 CAPITALIZATION

The total  number of share  which this  Corporation  is  authorized  to issue is
255,000,000 shares,  consisting of 250,000,000 shares of Common Stock, par value
$.001 per share,  and 5,000,000  shares of Preferred  stock, par value $.001 per
share.

The Board of  Directors  shall  have the power and  authority  to issue  without
shareholder  approval  debentures  or  other  securities  convertible  into,  or
warrants or options to  subscribe  for or purchase,  authorized  share of Common
Stock of the  Corporation  upon such terms and conditions as shall be determined
by action of the Board of Directors.

                            Preferred Stock Generally

The Preferred Stock may be issued in one or more series. The Board of Directors
is hereby expressly authorized to issue shares of Preferred Stock in such series
and to fix from time to time before issuance thereof the number of shares to be
included in any series and the designation, relative rights, powers,
preferences, restrictions and limitations of all shares of such series. The
authority of the Board of Directors with respect to each series shall include,
without limitation, the determination of any or all of the following, and the
shares of each series may vary from the shares of any other series in the
following respects:


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     (a)  The number of shares  constituting  such  series  and the  designation
          thereof to  distinguish  the shares of such  series from the shares of
          all other series.

     (b)  The annual  dividend  rate on the shares of that  series,  if any, and
          whether such dividends  shall be cumulative  and, if  cumulative,  the
          date from which dividends shall accumulate;

     (c)  The voting rights, if any, in addition to the voting rights prescribed
          by law and the terms of exercise of such voting rights;

     (d)  The  right,  if any,  of shares of such  series to be  converted  into
          shares of any other  series or class and the terms and  conditions  of
          such conversion; and

     (e)  The  redemption  price for the shares in each  particular  series,  if
          redeemable, and the terms and condition of such redemption;

     (f)  The  preference,  if any,  of share of such series in the event of any
          liquidation, dissolution or winding up on the Corporation; and

     (g)  Any other relative rights,  preferences,  limitations and restrictions
          applicable to that series.

                                    ARTICLE V

                              NO CUMULATIVE VOTING

The  holders  of record of the Common  Stock  shall have one vote for each share
held of record.  Cumulative voting for the election of directors or otherwise is
not permitted.

                                   ARTICLE VI

                              NO PREEMPTIVE RIGHTS

No holder of record of Common Stock shall have a preemptive right or be entitles
as a matter of right to  subscribe  for or  purchase  any:  (I) share of capital
stock of the  Corporation of any class  whatsoever;  (ii)  warrants,  options or
rights of the  Corporation;  or (iii) securities  convertible  into, or carrying
warrants,  options or rights to subscribe for or purchase,  capital stock of the
Corporation of any class whatsoever, whether now or hereafter authorized.

                                   ARTICLE VII

                               BOARD OF DIRECTORS

The initial  Board of Directors  shall consist of not less that one and not more
than  five  directors  who  shall  be  elected  by  the  incorporator  effective
immediately  after the  filing of this  Certificate  of  Incorporation  with the
Secretary of State,  State of Oklahoma,  and who shall serve as directors  until
the first annual meeting of shareholders or until their respective

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<PAGE>

successor is duly elected and qualified.  The number of directors may be changed
from  time to time in  accordance  with the  bylaws of the  Corporation  then in
effect.  Election  of  directors  at a meeting  of  shareholders  need not be by
written ballot.


                                  ARTICLE VIII

                               AMENDMENT OF BYLAWS

The Board of Directors of the Corporation is expressly  authorized and empowered
to make,  alter,  amend or repeal the bylaws of the Corporation and to adopt new
bylaws.

                                   ARTICLE IX

                         POSSIBLE CONFLICTS OF INTEREST

No agreement or transaction  involving the Corporation or any other corporation,
partnership,  proprietorship,  trust,  association  or other entity in which the
Corporation  owns  an  interest  or in  which  a  director  or  officer  of  the
Corporation  has a financial  interest shall be void or voidable solely for this
reason  of  solely  because  any such  director  or  officer  is  present  at or
participates in the approval of such agreement or transaction.

                                    ARTICLE X

                                 INDEMNIFICATION

To the full extent not prohibited by the law as in effect from time to time, the
Corporation   shall   indemnify  any  person  (and  the  heirs,   executors  and
representatives of such person) who is or was a director,  officer,  employee or
agent of the Corporation,  or who, at the request of this Corporation, is or was
a director,  officer,  employee, agent, partner, or trustee, as the case may be,
of any other corporation,  partnership,  proprietorship,  trust,  association or
their entity in which this  Corporation  owns an  interest,  against any and all
liabilities and reasonable  expenses  incurred by such person in connection with
or resulting from any claim,  action, suit or proceeding,  whether brought by or
in the right of the  Corporation  or  otherwise  and  whether  civil,  criminal,
administrative  or  investigative  in nature,  and in connection  with an appeal
relating thereto,  in which such person is a party or is threatened to be made a
party by reason of serving or having served in any such capacity.

                                   ARTICLE XI

                     NO DIRECTOR LIABILITY IN CERTAIN CASES

To the  maximum  extent  permitted  by law as in effect  from  time to time,  no
director  of  the  Corporation  shall  be  liable  to  the  Corporation  or  its
shareholders  from  monetary  damages  for  breach  of any  fiduciary  duty as a
director,  provided  that  this  provision  shall  not  eliminate  or limit  the
liability of a director for: (I) any breach of the director's duty of loyalty to
the Corporation or its shareholders; (ii) acts or omissions not in good faith or
which  involve  intentional  misconduct  or a knowing  violation  of lay;  (iii)
unlawful payment of dividends or

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stock  redemptions;  or (iv) any transaction  from which the director derived an
improper personal benefit.


                                   ARTICLE XII

                               CERTAIN COMPROMISES

Whenever a compromise or arrangement is proposed  between this  Corporation  and
its  creditors  or any class of them and/or  between  this  Corporation  and its
shareholders  or any class of them, any court of equitable  jurisdiction  within
the State of Oklahoma,  on the application in a summary way of this  Corporation
or of any creditor or shareholder thereof, or on the application of any receiver
or receivers appointed for this Corporation under the provisions of Section 1106
of Title 18 of the  Oklahoma  Statutes  as in effect from time to time or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this  Corporation  under the  provisions  of Section 1100 of Title 18 of the
Oklahoma  Statutes  as in effect  form time to time,  may order a meeting of the
creditors  or  class  of  creditors,  and/or  of the  shareholders  or  class of
shareholders  of this  Corporation,  as the case may be, to be  summoned in such
manner as the court directs. If a majority in number representing  three-fourths
(3/4ths)  in  value of the  creditors  or  class  of  creditors,  and /or of the
shareholders or class of shareholders of this  Corporation,  as the case may be,
agree  to any  compromise  or  arrangement  and to any  reorganization  of  this
Corporation as a consequence of such compromise or  arrangement,  the compromise
or arrangement and the  reorganization,  if sanctioned by the court to which the
application  has been made,  shall be binding on all the  creditors  or class of
creditors,  and/or on all the  shareholders  or class of  shareholders,  of this
Corporation, as the case may be, and also on this Corporation.


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