CERTIFICATE OF AMENDMENT TO
                          ---------------------------
                          ARTICLES OF INCORPORATION OF
                          ----------------------------
                               REXRAY CORPORATION
                               ------------------
                             A Colorado corporation

Pursuant  to  7-100-106  and part 3 of article 90 of title 7,  Colorado  Revised
Statements (C.R.S.),  the Articles of Amendment to its Articles of Incorporation
are delivered to the Colorado Secretary of State for filing.


The undersigned hereby certifies as follows:

     ONE: The name of the corporation is REXRAY CORPORATION,  and, that they are
the President and  Secretary,  respectively,  of REXRAY  CORPORATION,  a Colrado
corporation.

     TWO:  That, at a meeting of the Board of Directors on October 10, 2003, the
Corporation  approved the amendment of its articles of  incoporation by adopting
th following resolution:

     RESOLVED,  that  Article  FIRST and Article  FOURTH (a) of the  Articles of
Incorporation are amended to read as follows:

     FIRST: The name of the corporation is: CytoDyn Inc.

     FOURTH:  (a) The  aggregate  number of  shares  which  the  corporation  is
authorized to issue is twenty five million  (25,000,000)  shares of common stock
having no par value per share.  Upon  amendment  of this  Article  Fourth,  each
outstanding  two  shares of common  stock  shall be  converted  to one shares of
common  stock.  The shares of this class of common  stock  shall have  unlimited
voting  rights and shall  constitute  the sole voting  group or groups which may
hereafter be established in accordance  with the Colorado  Business  Corporation
Act.

     THREE:  This amendment was approved by the required vote of shareholders at
a Special  Meeting of  Shareholders  held on October 23, 2003 in accordance with
the  corporation  law of the state of Colorado.  The total amount of outstanding
shares is One Million Seven Hundred Forty  Thousand  (1,780,000).  The number of
shares  voting for the  amendment  equaled or exceeded the vote  required;  that
being over fifty  percent  (50%).  The number of shares voting for the amendment
was One Million Two Hundred Forty Thousand (1,240,000),  shares,  equaling 69.6%
of all shares entitled to vote.

     FOUR: The effective date is October 23, 2003.

     FIVE: The (a) name or names,  and (b) mailing address or addresses,  of any
one or more of the  individuals who cause this document to delivered for filing,
and to whom the Secretary of State may deliver notice if filing of this document
is refused, are: James B. Wiegand, 16200 WCR 18E, Loveland, CO 80537.


Dated: October 27, 2003                   /s/ James B. Wiegand
                                        --------------------------------
                                        JAMES B. WIEGAND, PRESIDENT


Dated: October 27, 2003                   /s/ James B. Wiegand
                                        --------------------------------
                                        JAMES B. WIEGAND, SECRETARY


     We,  the  undersigned,   hereby  declare,  under  penalty  of  perjury,  in
accordance with the laws of the State of Colorado, that we are the President and
Secretary   of  the   above-referenced   corporation,   that  we  executed   the
above-referenced Certificate of Amendment to Articles of Incorporation,  that we
have  personal  knowledge of the  information  contained  therein,  and that the
information contained therein is true and correct.

Dated: October 27, 2003                   /s/ James B. Wiegand
                                        --------------------------------
                                        JAMES B. WIEGAND, PRESIDENT


Dated: October 27, 2003                   /s/ James B. Wiegand
                                        --------------------------------
                                        JAMES B. WIEGAND, SECRETARY