FILED
IN  THE  OFFICE  OF  THE
SECRETARY  OF  STATE  OF  THE
STATE  OF  NEVADA
JUN  20  1994


                                    AMENDMENT
                       TO THE ARTICLES OF INCORPORATION OF
                        MEDGAIN INTERNATIONAL CORPORATION

     We,  the  undersigned,  being  Directors and President and Secretary of the
Corporation,  pursuant  to  the  provisions  of  the Nevada Revised Statutes, do
hereby  adopt  the  following  Amendment  to  its  Articles  of  Incorporation:

Article  I.     (NAME)     The  name  of  the  Corporation  is:
-----------
                                   E-REX, INC.

The  above  Amendment  to  the  Articles  of  Incorporation  was  adopted by the
Shareholders  of  the  Corporation  on  March 9, 1994, by a majority vote of the
outstanding  shares  of  the  Corporation.

Dated  this  14th  day  of  June  1994

                                        /s/  Elliott  R.  Pearson
                                        _________________________
                                        Elliott  R.  Pearson
                                        Director  &  President


                                        /s/  Rex  Morden
                                        _______________________
                                        Rex  Morden
                                        Director  &  Secretary


STATE  OF  NEVADA
COUNTY  OF  CLARK

On  this 14th day of June, 1994, before me, the undersigned, a Notary  Public in
and for the State of Nevada, personally  appeared  Rex Morden, the duly  elected
Secretary  of  E-REX,  INC.,  know  to  me to be the person described in and who
executed  the  foregoing  Amendment  to  the  Articles  of Incorporation and who
acknowledged to me that he executed the same freely and voluntarily on behalf of
and  in his capacity as the Secretary of E-REX, INC. I have hereunto set my hand
and  affixed  my  official  seal  the  day  and  year  first  above  written.

                                        /s/  Craig  Fraley
                                        __________________
                                        Notary  Public
My  Commission  Expires:
7/27/1997
_______________________


STATE  OF  NEVADA
COUNTY  OF  CLARK

On  this  14th day of June, 1994, before me, the undersigned, a Notary Public in
and  for  the  State of Nevada, personally appeared Elliott R. Pearson, the duly
elected  President of E-REX, INC., known to me to be the person described in and
who  executed  the foregoing  Amendment to the Articles of Incorporation and who
acknowledged to me that he executed the same freely and voluntarily on behalf of
and  in his capacity as the President of E-REX, INC. I have hereunto set my hand
and  affixed  my  official  seal  the  day  and  year  first  above  written.

                                        /s/  Craig  Fraley
                                        __________________
                                        Notary  Public

My  Commission  Expires:
7-27-1997
________________________