EXHIBIT
3.1





SECOND
AMENDED AND RESTATED


CERTIFICATE
OF INCORPORATION


OF


PACIFIC
BIOMETRICS, INC.





It is
hereby certified that:





1.           The
present name of the corporation is Pacific Biometrics, Inc. (the “Corporation”),
which is the name under which the Corporation was originally
incorporated.  The date of filing the original Certificate of
Incorporation of the Corporation with the Secretary of State of the State of
Delaware was May 9, 1996.





2.           Pursuant
to Section 242 of the General Corporation Law of the State of Delaware, the
Board of Directors of the Corporation and the Corporation’s stockholders duly
adopted and approved an amendment to the Corporation’s Certificate of
Incorporation, as previously amended and restated (the “Prior Restated
Certificate”), to amend the First Article to change the name of the Corporation
to “Pacific Biomarkers, Inc.”





3.           Pursuant
to Section 245 of the General Corporation Law of the State of Delaware, the
Board of Directors of the Corporation desires to integrate all of the provisions
of the Prior Restated Certificate and subsequent amendments, including the
foregoing amendment to the First Article, to be restated in its entirety to read
as follows:





“FIRST:  The
name of the corporation (the “Corporation”) is “Pacific Biomarkers,
Inc.”





SECOND:  The
address of the Corporation’s registered office in the State of Delaware is 1209
Orange Street, Wilmington, DE  19801, New Castle County.  The
name of the registered agent of the Corporation in the State of Delaware at such
address is The Corporation Trust Company.





THIRD:  The
purpose of the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.





FOURTH:
The total number of shares of capital stock which the Corporation shall have the
authority to issue is thirty-five million (35,000,000), which shall consist
of:





Thirty
million (30,000,000) shares of common stock, par value $.01 per share;
and





Five
million (5,000,000) shares of preferred stock, par value $.01 per
share





The Board
of Directors has the express power, subject to limitations prescribed by law and
the provisions of this Article FOURTH, to provide for the issuance of any or all
of the shares of preferred stock in classes or series, and to establish from
time to time the number of shares to be included in each class or series, and to
fix by resolution the voting powers, full or limited, or no voting powers, and
the designations, preferences and relative, participating, optional or other
special rights of shares of each class or series and the qualifications,
limitations or restrictions thereof.





The
authority of the Board with respect to each class or series of preferred stock
shall include, but not be limited to, determination of the
following:





a.           The
number of shares constituting the class or series and the distinctive
designation of the class or series;





b.           The
dividend rate on the shares of the class or series, whether dividends shall be
cumulative, and, if so, from which date or dates, and the relative rights of
priority, if any, of payments of dividends on shares of the class or
series;


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c.           Whether
the class or series will have voting rights, and, if so, the terms of the voting
rights;





d.           Whether
the class or series will have conversion privileges, and, if so, the terms and
conditions of the conversion, including provision for adjustment of the
conversion rate in such events as the Board of Directors
determines;





e.           Whether
or not the shares of the class or series will be redeemable, and, if so, the
terms and conditions of redemption, including the date or dates upon or after
which they shall be redeemable, and the amount per share payable in case of
redemption, which amount may vary under different conditions and at different
redemption dates;





f.           Whether
the class or series shall have a sinking fund for the redemption or purchase of
shares of the class or series, and, if so, the terms and amount of the sinking
fund;





g.           The
rights of the shares of the class or series in the event of voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, and the
relative rights of priority, if any, of payment of shares of the class or
series; and





h.           Any
other powers, terms, rights, qualifications, preferences, limitations and
restrictions, if any, of the class or series as the Board of Directors may
lawfully fix under the laws of the State of Delaware as in effect at the time of
the creation of such series.





Any of
the powers, voting powers, designations, preferences, rights and qualifications,
limitations or restrictions of any such class or series of preferred stock may
be made dependent upon facts ascertainable outside this Certificate of
Incorporation or of any amendment thereof, or outside the resolution or
resolutions providing for the issue of such preferred stock adopted by the Board
of Directors pursuant to the authority expressly granted herein, provided that
the manner in which such facts shall operate upon the powers, voting powers,
designations, preferences, rights and qualifications, limitations or
restrictions of such class or series of preferred stock is clearly and expressly
set forth in this Certificate of Incorporation or in the resolution or
resolutions providing for the issue of such preferred stock adopted by the Board
of Directors.





FIFTH:  The
board of directors of the Corporation shall have the power to adopt, amend and
repeal the bylaws of the Corporation.





SIXTH:  Election
of directors need not be by written ballot.





SEVENTH:  No
director of the Corporation shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director;
provided, however, that nothing
in this Article SEVENTH shall eliminate or limit the liability of any director
(i) for breach of the director’s duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of law, (iii) under Section 174 of
the General Corporation Law of the State of Delaware, or (iv) for any
transaction from which the director derived an improper personal
benefit.  Neither the amendment nor repeal of this Article SEVENTH,
nor the adoption of any provision of the Certificate of Incorporation
inconsistent with this Article SEVENTH, shall eliminate or reduce the effect of
this Article SEVENTH in respect of any matter occurring, or any cause of action,
suit or claim that, but for this Article SEVENTH, would accrue or arise, prior
to such amendment, repeal or adoption of an inconsistent provision.





EIGHTH:  The
Corporation shall, to the fullest extent permitted by the provisions of Section
145 of the General Corporation Law of the State of Delaware, as the same may be
amended and supplemented, indemnify any and all persons whom it shall have power
to indemnify under said section from and against any and all expenses,
liabilities, or other matters referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.”


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4.           This
amendment and restatement shall be effective upon filing.





EXECUTED
this 15th day of
December, 2009.





PACIFIC
      BIOMETRICS, INC.By:
                /s/
      Ronald R. HelmRonald
      R. Helm, Chief Executive
Officer


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