##### 



EXHIBIT 3.1

PACIFIC BIOMETRICS, INC.

CERTIFICATE OF DESIGNATION FOR
SERIES B CONVERTIBLE PREFERRED STOCK



---



Pursuant to Section 151 of the General Corporation Law of Delaware



---



Pacific Biometrics, Inc. (the Corporation), a corporation organized and
existing under the General Corporation Law of Delaware hereby certifies that
pursuant to the provisions of the Certificate of Incorporation of the
Corporation and of Section 151 of the General Corporation of Delaware, the
Board of Directors of the Corporation by unanimous written consent dated March
6, 2003, adopted the following resolutions, relating to the designation and
issuance of a series of preferred stock, par value of $0.01 per share, of the
Corporation, to be designated Series B Convertible Preferred Stock (the Series
B Preferred Stock) and to the authorization and issuance of common stock, par
value $0.01 per share, of the Corporation (the Common Stock), which
resolutions remain in full force and effect as of the date hereof:

RESOLVED, that the Board hereby reserves from the authorized and unissued
Common Stock of the Corporation 1,666,667 shares of Common Stock for issuance
upon the conversion of the Series B Preferred Stock described below, and that
the Officers of the Corporation are hereby authorized to adjust from time to
time the number of shares of Common Stock reserved for issuance upon such
conversion, in order to maintain in reserve the number of shares of Common
Stock into which the Series B Preferred Stock will be convertible.
Furthermore, be it

RESOLVED, that the issuance and sale of the Series B Preferred Stock is
hereby authorized and approved, and upon such issuance and sale, and payment in
full therefore, the Series B Preferred Stock shall have been validly issued and
the terms thereof binding on the Corporation and enforceable by its terms.
Furthermore, be it

RESOLVED, that the issuance of the Common Stock upon conversion of the
Series B Preferred Stock, pursuant to the terms of the Series B Preferred Stock
as stated in the Corporations Certificate of Incorporation and the Designation
of Series B Preferred Stock is hereby authorized and approved, and upon such
issuance in accordance with the terms of the Series B Preferred Stock, the
Common Stock shall have been issued for fair value at least equal to the par
value thereof and shall be fully paid and non-assessable. Furthermore, be it

RESOLVED, that pursuant to the authority vested in the Board of Directors
of the Corporation by the Certificate of Incorporation, the Board of Directors
does hereby provide for the issuance of a series of Preferred Stock, par value
$0.01 per share, of the Corporation, to be designated Series B Convertible
Preferred Stock, which shall be junior to the Series A Convertible Preferred
Stock of the Corporation and such other series of Preferred Stock as the
Corporation may designate, subject to section (B)(5), in the future (Senior
Securities). The Series B Convertible Preferred Stock shall have the
designation, rights, preferences, privileges and restrictions and limitations
as follows:

(A)  Designation and Amount. The shares of such series shall be designated
as Series B Convertible Preferred Stock, par value $0.01 per share, and the
number of shares constituting such series shall be 1,666,667.

(B)  Rights, Preferences, Privileges and Restrictions of Series B
Convertible Preferred Stock. The rights, preferences, privileges and
restrictions granted to and imposed on the Series B Convertible Preferred Stock
are as follows:

(1) Dividend Provisions.

(a) The holders of shares of Series B Convertible Preferred Stock shall be
entitled to receive, out of any funds legally available therefor, prior and in
preference to the declaration or payment of any dividend or distribution to the
holders of Common Stock or any other shares or securities of the Corporation
ranking
1

junior to the Series B Convertible Preferred Stock with respect to the
payment of dividends or the distribution of assets on liquidation (Junior
Securities), but subsequent to any declaration or payment of any dividend or
distribution to the holders of any Senior Securities with respect to the
payment of dividends or the distribution of assets on liquidation, dividends
which shall accrue cumulatively on each share of Series B Convertible Preferred
Stock at the rate and in the manner prescribed in this subsection 1(a) from and
including the date of issuance of such shares of Series B Convertible Preferred
Stock, but excluding the date on which any conversion or redemption of such
shares of Series B Convertible Preferred Stock shall have been effected, and
payable quarterly in arrears. The date on which the Corporation initially
issues a share of Series B Convertible Preferred stock will be deemed to be its
date of issuance regardless of the number of times transfer of such shares of
Series B Convertible Preferred Stock is made, or of the number of certificates
which may be issued to evidence a share of Series B Convertible Preferred
Stock.

(b) Dividends shall accrue on each share of Series B Convertible Preferred
Stock (and on any accrued and unpaid dividends thereon) at a rate per annum,
compounded quarterly, of 8% of the Original Preferred Stock Issue Price (as
defined below) (as adjusted for stock splits, stock dividends, combinations,
recapitalizations and similar events). Such dividends shall be payable
quarterly in arrears. In the event of any liquidation, dissolution or winding
up of the Corporation or the redemption of a share of Series B Convertible
Preferred Stock or the bankruptcy of the Corporation, all accrued and unpaid
dividends on a share of Series B Convertible Preferred Stock shall be added to
the liquidation preference of such share on the payment date under subsection
2(a) below, or on the date of redemption of such share or upon the bankruptcy
of the Corporation, as the case may be, accrued cumulatively to but excluding
such payment date or redemption date or bankruptcy on a daily basis. If there
shall be any accrued but unpaid dividends immediately prior to, and in the
event of, a conversion of shares of Series B Convertible Preferred Stock into
shares of Common Stock, all such accrued and unpaid dividends shall, at the
option of the holder of the Series B Convertible Preferred Stock, be converted
into that number of shares of Common Stock determined by dividing the amount of
such dividends by $3.00, subject to adjustment to reflect the then effective
Conversion Ratio (as defined in subsection 3(a) below).

(c) No dividend or other distribution (other than a dividend or
distribution payable solely in Common Stock) shall be paid on or set apart for
payment on the Common Stock or other Junior Securities nor shall any payment be
made on account of the purchase, redemption or retirement of any Common Stock
or other Junior Securities, unless all accrued and unpaid dividends on the
Series B Convertible Preferred Stock have been or contemporaneously are paid or
set apart for payment in accordance herewith; provided, however, that the
Corporation may repurchase Common Stock owned by terminated employees of, or
consultants to, the Corporation or its subsidiaries. A conversion of a
convertible security which by its terms is convertible into Common Stock by the
holder thereof shall not be deemed a purchase, redemption or retirement of the
security so converted for purposes of this subsection 1(c). No dividends shall
be declared on any series of preferred stock ranking as to dividends on a
parity with any other series of preferred stock unless there shall have been
declared on all shares then outstanding of such series of preferred stock like
proportionate dividends ratably in proportion to the respective dividends
payable in respect of each such series of preferred stock. In the event that
the Corporation fails to pay the full dividends accrued on all outstanding
shares of preferred stock, any partial amounts which are paid as dividends by
the Corporation with respect to the preferred stock shall be paid to the
holders of such shares of preferred stock in proportion (as nearly as
practicable) to the amount such holders would be entitled to receive if they
were to be paid the full accrued and unpaid dividends on the preferred stock.

(d) Any cash dividend which has been declared and is otherwise due and
payable shall be paid in cash.

(2) Liquidation Preference.

(a) In the event of any liquidation, dissolution or winding up of the
Corporation, either voluntary or involuntary, the holders of the Series B
Convertible Preferred Stock shall be entitled to receive, in cash, prior and in
preference to any distribution of any of the assets or surplus funds of the
Corporation to the holders of the Common Stock or any other Junior Securities
by reason of their ownership thereof, but subsequent to any distribution of any
of the assets or surplus funds of the Corporation to the holders of any Senior
Securities by reason of their ownership thereof, the amount of $3.00 per share
(the Original Preferred Stock Issue Price) for each share of Series B
Convertible Preferred Stock then held by them, and, in addition, an amount
equal to all accrued but unpaid dividends on such shares of Series B
Convertible Preferred Stock. If, upon occurrence of such event, but after
assets and funds are distributed to the holders of Senior Securities as
provided under applicable agreements therewith, the remaining assets
2

and funds are insufficient to permit the payment to the holders of the
Series B Convertible Preferred Stock of the full preferential amount, then the
entire assets and funds of the Corporation legally available for distribution
shall be distributed among the holders of the Series B Convertible Preferred
Stock in proportion to the number of shares of Series B Convertible Preferred
Stock held by each such holder. After payment has been made to the holders of
the all series of preferred stock of the full amounts to which they shall be
entitled as aforesaid, and all payment of the full amounts to which all
remaining assets of the Corporation shall be distributed among all holders of
preferred stock and all holders of Common Stock in proportion to the number of
shares of Common Stock which would be held by each such holder if all shares of
preferred stock were converted into Common Stock at the then effective
Conversion Ratio (as defined in Paragraph 3(a) below) or conversion price
applicable to such shares of preferred stock.

(b) For purposes of this Paragraph 2, a liquidation, dissolution or
winding up of the Corporation shall be deemed to be occasioned by, and to
include, the Corporations sale of all or substantially all of its assets or
the acquisition of this Corporation by another entity by means of merger or
consolidation resulting in the exchange of the outstanding shares of this
Corporation for securities or consideration issued, or caused to be issued, by
the acquiring corporation or its subsidiary.

(3) Conversion. The holders of the Series B Convertible Preferred Stock,
and the Corporation, shall each have conversion rights as follows (the
Conversion Rights):

(a) Right to Convert. Each share of Series B Convertible Preferred Stock
shall be convertible into one (1) fully paid and nonassessable share of Common
Stock (the Conversion Ratio). Such initial Conversion Ratio shall be subject
to adjustment as provided herein. Each share of Series B Convertible Preferred
Stock shall be convertible at the option of the holder thereof at any time.
Each share of Series B Convertible Preferred Stock shall be convertible at the
option of the Corporation (i) on the closing of a public offering of securities
of the Corporation at an offering price of at least $5.00 per share or (ii) on
any date on or after March 10, 2004 on which date the Common Stock of the
Corporation has closed at or above $5.00 per share for the ten consecutive
trading days immediately preceding such date. In any such event, the
redemption shall be immediately effective and all rights and preferences of the
Series B Convertible Preferred Stock shall terminate. The Corporation shall
provide at least 20 days and not more than 60 days notice to the holders of
Series B Convertible Preferred Stock of the Corporations redemption of such
shares which notice shall include instructions to each holders of such shares
for the exchange thereof for Common Stock.

(b) Mechanics of Conversion. No fractional shares of Common Stock shall
be issued upon conversion of Series B Convertible Preferred Stock. In lieu of
any fractional share to which a holder would otherwise be entitled, the
Corporation shall round the shares issued to the nearest whole share. Before
any holder of Series B Convertible Preferred Stock shall be entitled to convert
the same into shares of Common Stock, he shall surrender the certificate or
certificates therefor, duly endorsed, at the office of the Corporation or of
any transfer agent for the Series B Convertible Preferred Stock, as designated
by the Corporation, and shall give written notice to the Corporation at such
office that he elects to convert the same. The Corporation shall, as soon as
practicable thereafter, issue and deliver at such office to such holder of
Series B Convertible Preferred Stock, a certificate or certificates for the
number of shares of Common Stock to which he shall be entitled as aforesaid.
Such conversion shall be deemed to have been made immediately prior to the
close of business on the effective date in the case of redemption by the
Corporation or date of such surrender of the shares of Series B Convertible
Preferred Stock to be converted in such other cases, and the person or persons
entitled to receive the shares of Common Stock issuable upon such conversion
shall be treated for all purposes as the record holder or holders of such
shares of Common Stock on such applicable date.

(c) Adjustments to Conversion Ratio for
Diluting Issues.

(i) Stock Dividends. If the number of shares of Common Stock outstanding
at any time after the effectiveness of these resolutions is increased by a
stock dividend payable in shares of Common Stock or by a subdivision or
split-up of Common Stock, then immediately effective at the close of business
upon the record date fixed for the determination of holders of Common Stock
entitled to receive such stock dividend, subdivision or split-up, the
Conversion Ratio shall be appropriately adjusted so that the number of shares
of Common Stock issuable on conversion of each share of Series B Convertible
Preferred Stock shall be increased in proportion to such increase of
outstanding shares of Common Stock.
3

(ii) Adjustments for Subdivisions, Combinations, or Consolidations of
Common Stock. In the event the outstanding shares of Common Stock shall be
subdivided or combined, by reclassification or otherwise, into a greater or
lesser number of shares of Common Stock, the Conversion Ratio in effect
immediately prior to such subdivision or combination shall, concurrently with
the effectiveness of such subdivision, combination or consolidation, be
proportionately adjusted.

(iii) Adjustments for Other Distributions. In the event the Corporation
at any time or from time to time makes, or fixes a record date for the
determination of holders of Common Stock entitled to receive, any distribution
payable in securities of the Corporation other than shares of Common Stock,
then and in each such event provision shall be made so that the holders of the
Series B Convertible Preferred Stock shall receive upon conversion thereof, in
addition to the number of shares of Common Stock receivable thereupon, the
amount of securities of the Corporation which they would have received had
their Series B Convertible Preferred Stock been converted into Common Stock on
the date of such event to and including the date of conversion, and retained
such securities by them as aforesaid during such period, subject to all other
adjustments called for during such period under these resolutions with respect
to the rights of the holders of the Series B Convertible Preferred Stock.

(iv) Adjustments for Reorganization, Reclassification, etc. If the Common
Stock issuable upon conversion of the Series B Convertible Preferred Stock
shall be changed into the same or a different number of shares of any other
class or classes of stock or other securities or property, whether by
reclassification, a merger or consolidation of this Corporation with or into
any other corporation or corporations in which the holders of the capital stock
of this Corporation then hold 50% or more of the voting securities of the
surviving corporation (other than pursuant to a subdivision, combination, stock
dividend, or other distribution provide for in 3(c)(i), (ii) or (iii) above),
the Conversion Ratio then in effect shall, concurrently with the effectiveness
of such reorganization or reclassification, be proportionately adjusted such
that the Series B Convertible Preferred Stock shall be convertible into, in
lieu of the number of shares of Common Stock which the holders would otherwise
have been entitled to receive, a number of shares of such other class or
classes of stock or securities or other property equivalent to the number of
shares of Common Stock that would have been subject to receipt by the holders
upon conversion of the Series B Convertible Preferred Stock immediately before
such event; and, in any such case, appropriate adjustments shall be made in the
application of the provisions herein set forth with respect to the rights and
interest thereafter of the holders of the Series B Convertible Preferred Stock,
to the end that the provisions set forth herein (including provisions with
respect to changes in and other adjustments of the Conversion Ratio) shall
thereafter be applicable, as nearly as may be reasonable, in relation to any
shares of stock or other property thereafter deliverable upon the conversion of
the Series B Convertible Preferred Stock.

(d) No Impairment. The Corporation will not, by amendment of its
Certificate of Incorporation or through any reorganization, transfer of assets,
merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed hereunder by the Corporation but will at all times in
good faith assist in the carrying out of all the provisions of this Paragraph 3
and in the taking of all such action as may be necessary or appropriate in
order to protect the Conversion Rights of the holders of the Series B
Convertible Preferred Stock against impairment.

(e) Certificate as to Adjustment. Upon the occurrence of each adjustment
or readjustment of the Conversion Ratio pursuant to this Paragraph 3, upon the
written request at any time of any holder of Series B Convertible Preferred
Stock, furnish or cause to be furnished to such holder a like certificate
setting forth (i) such adjustments and readjustments, (ii) the Conversion Ratio
at the time in effect, and (iii) the number of shares of Common Stock and the
amount, if any, of other property which at the time would be received upon the
conversion of Series B Convertible Preferred Stock.

(f) Notices of Record Date. In the event
that the Corporation shall propose at any time:

(i) To declare any dividend or distribution upon its Common Stock, whether
in cash, property, stock or other securities, whether or not a regular cash
dividend and whether or not out of earnings or earned surplus;

(ii) To effect any reclassification or recapitalization of its Common
Stock outstanding involving a change in the Common Stock; or

4



---



##### 



(iii) To merge with or into any other corporation, or sell, lease or
convey all or substantially all its property or business, or to liquidate,
dissolve or wind up;

then, in connection with each such event, the Corporation shall send to
the holders of the Series B Convertible Preferred Stock shares:

(A) At least 20 days prior written notice of the date on which a record
shall be taken for such dividend, distribution or subscription rights (and
specifying the date on which the holders of Common Stock shall be entitled
thereto) or for determining rights to vote in respect of the matters referred
to in (iii) above; and

(B) In the case of the matters referred to in (c) above, at least 20 days
prior written notice of the date when the same shall take place (and specifying
the date on which the holders of Common Stock shall be entitled to exchange
their Common Stock for securities or other property deliverable upon the
occurrences of such event).

Each such written notice shall be given by first class mail, postage
prepaid, addressed to the holders of Series B Convertible Preferred Stock at
the address for each such holder as shown on the books of the Corporation.

(4) Voting. Except as otherwise required by law, the holders of Series B
Convertible Preferred Stock shall not be entitled to vote upon any matter
submitted to the Stockholders for a vote except as to matters affecting holders
of Series B Convertible Preferred Stock as a class, as set forth in Paragraph
(5) below.

(5) Protective Provisions. In addition to any other rights provided by
law, so long as any Series B Convertible Preferred Stock shall be outstanding,
the Corporation shall not without first obtaining the affirmative vote or
written consent of the holders of more than 50 percent of such outstanding
shares of Series B Convertible Preferred Stock:

(a) Amend or repeal any provisions of, or add any provision to, the
Corporations Certificate of Incorporation or Bylaws if such action would alter
or change the preferences, rights, privileges or powers of, or the restrictions
provided for the benefit of, the Series B Convertible Preferred Stock;

(b) Authorize or issue shares of any class of stock having any preference
or priority as to dividends or assets superior to or on a parity with any such
preference or priority of the Series B Convertible Preferred Stock, or
authorize or issue shares of stock of any class or any bonds, debentures, notes
or other obligations convertible into or exchangeable for, or having option
rights to purchase, any shares of stock of the Corporation having any
preference or priority as to dividends or assets superior to or on a parity
with any such preference or priority of the Series B Convertible Preferred
Stock; or

(c) Reclassify any Common Stock into shares having any preference or
priority as to dividends or assets superior to or on a parity with any such
preference or priority of the Series B Convertible Preferred Stock.

(6) Status of Converted Stock. In the event any shares of Series B
Convertible Preferred Stock shall be converted pursuing to Paragraph 3 hereof,
the shares so converted shall be cancelled and shall not be issuable by the
Corporation.

(7) Residual Rights. All rights accruing to the outstanding shares of the
Corporation not expressly provided for to the contrary herein shall be vested
in the Common Stock

(8) Consent for Certain Repurchases of Common Stock Deemed to be
Distributions. Each holder of Series B Convertible Preferred Stock shall be
deemed to have consented to distributions made by the Corporation in connection
with the repurchase of shares of Common Stock issued to or held by employees or
consultants upon termination of their employment or services pursuant to
agreements providing for such right of repurchase between the Corporation and
such persons.
5

IN WITNESS WHEREOF, Pacific Biometrics, Inc. has caused this Certificate
to be made and signed by its Chief Executive Officer and its Corporate
Secretary, this 6th day of March, 2003.

| |  |                                        
| |  | ---------------------------------------
| |  | /s/ Ronald R. Helm                     
| |  |                                        
| |  | Ronald R. Helm, Chief Executive Officer
| |  |                                        
| |  | /s/ Michael A. Connor                  
| |  |                                        
| |  | Michael A. Connor, Corporate Secretary 

6



---



##### 



CERTIFICATE OF AMENDMENT
TO
RESTATED CERTIFICATE OF INCORPORATION

Pacific Biometrics, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

FIRST: That the Board of Directors of said Corporation at a meeting duly
held, adopted resolutions setting forth a proposed amendment of the Restated
Certificate of Incorporation of said Corporation, as amended, declaring said
amendment to be advisable and directing that the amendment be submitted to the
stockholders of said Corporation for consideration thereof. The amendment is as
follows:

RESOLVED, that the Restated Certificate of Incorporation of Pacific
Biometrics, Inc., as amended, be amended by adding a new last paragraph to
the Fourth Article thereof, so that, as amended, said Fourth Article shall
be and read in its entirety as follows:

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;

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;
1

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 payments 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
any 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.

On March 14, 2003 (the Effective Date), the issued shares of
common stock, with a par value of $.01 per share (Old Common Stock),
outstanding or held as treasury shares as of the close of business on the
Effective Date, shall automatically without any action on the part of the
holders of the Old Common Stock be reverse split (the Split) on a
one-for-three basis so that three (3) shares of Old Common Stock shall be
converted into and reconstituted as one (1) share of Common Stock, with a
par value of $.01 per share (New Common Stock). Any fractional shares
resulting will be exchanged for cash at the closing price per share on
January 23, 2003. Each holder of a certificate or certificates which
immediately prior to the Effective Date represented outstanding shares of
Old Common Stock (the Old Certificates) shall, from and after the
Effective Date, be entitled to receive a certificate or certificates (the
New Certificates) representing the shares of New Common Stock into
which the shares of Old Common Stock formerly represented by such Old
Certificates are reclassified under the terms hereof. Until surrender,
each Old Certificate will continue to be valid and represent New Common
Stock equal to one-third the number of shares of Old Common Stock
excluding any fractional shares. Prior to the Effective Date, there are
25,454,009 issued and outstanding shares of Old Common Stock and
4,545,991 authorized but unissued shares of Common Stock. On the
Effective Date, there will be 8,484,670 issued and outstanding shares of
New Common Stock and 21,515,330 authorized but unissued shares of New
Common Stock. The 25,454,009 shares of Old Common Stock are hereby
changed into 8,484,670 shares of New Common Stock at the rate of
one-for-three.

SECOND: That in lieu of a meeting and vote of the stockholders, the
stockholders have given consent to said amendment in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware and written notice of the adoption of the amendment will be given as
provided in Section 228 of the General Corporation Law of the State of Delaware
to every stockholder entitled to such notice prior to the effective date
hereof.

THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Section 242 and 228 of the General Corporation Law
of the State of Delaware.

FOURTH: That the capital of said Corporation shall not be reduced under or
by reason of said amendment.

FIFTH: That this Restated Certificate shall be and become effective as of
the close of business on March 14, 2003.

IN WITNESS WHEREOF, said Pacific Biometrics, Inc. has caused this Restated
Certificate to be signed by Ronald R. Helm, its Chief Executive Officer, as of
this 14th day of February, 2003.

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

2



---



##### 



PACIFIC BIOMETRICS, INC.

CERTIFICATE OF AMENDMENT TO
CERTIFICATE OF DESIGNATION FOR
SERIES A CONVERTIBLE PREFERRED STOCK



---



Pursuant to Section 151 of the General Corporation Law of Delaware



---



Pacific Biometrics, Inc. (the Corporation), a corporation organized and
existing under the General Corporation Law of Delaware hereby certifies that
pursuant to the provisions of the Certificate of Incorporation of the
Corporation and of Sections 151 and 228 of the General Corporation Law of
Delaware, the Board of Directors of the Corporation and the holders (the
Preferred Stockholders) of Series A Convertible Preferred Stock, par value
$.01 per share (the Preferred Stock), by unanimous written consent, adopted
the following resolutions, relating to the amendment of the Certificate of
Designation for the Preferred Stock of the Corporation dated February 19, 1998
(the Certificate of Designation), which resolutions remain in full force and
effect as of the date hereof:

RESOLVED, that pursuant to the authority vested in the Board of Directors
of the Corporation by the Certificate of Incorporation, and upon the consent
and approval of the Preferred Stockholders, the Board of Directors does hereby
amend and restate the Certificate of Designation in its entirety as follows:

(A)  Designation and Amount. The shares of such series shall be designated
as Series A Convertible Preferred Stock, par value $0.01 per share, and the
number of shares constituting such series shall be 1,550,000.

(B)  Rights, Preferences, Privileges and Restrictions of Series A
Convertible Preferred Stock. The rights, preferences, privileges and
restrictions granted to and imposed on the Series A Convertible Preferred Stock
are as follows:

(1) Dividend Provisions.

(a) The holders of shares of Series A Convertible Preferred Stock shall be
entitled to received out of any funds legally available therefor, prior and in
preference to the declaration or payment of any dividend or distribution to the
holders of Common Stock or any other shares or securities of the Corporation
ranking junior to the Series A Convertible Preferred Stock with respect to the
payment of dividends or the distribution of assets on liquidation (Junior
Securities), dividends which shall accrue cumulatively on each share of Series
A Convertible Preferred Stock at the rate and in the manner prescribed in this
subsection 1(a) from and including the date of issuance of such shares of
Series A Convertible Preferred Stock, but excluding the date on which any
conversion or redemption of such shares of Series A Convertible Preferred Stock
shall have been effected, and payable quarterly in arrears. The date on which
the Corporation initially issues a share of Series A Convertible Preferred
Stock will be deemed to be its date of issuance regardless of the number of
times transfer of such shares of Series A Convertible Preferred Stock is made,
or of the number of certificates which may be issued to evidence a share of
Series A Convertible Preferred Stock.

(b) No Dividends shall accrue on the shares of Series A Convertible
Preferred Stock subsequent to the date hereof and any previously accrued and
unpaid dividends shall be converted into an aggregate of 450,000 shares of
Common Stock.

(c) No dividend or other distribution (other than a dividend or
distribution payable solely in Common Stock) shall be paid on or set apart for
payment on the Common Stock or other Junior Securities nor shall any payment be
made on account of the purchase, redemption or retirement of any Common Stock
or other Junior Securities, unless all accrued and unpaid dividends on the
Series A Convertible Preferred Stock have been or contemporaneously are paid or
set apart for payment in accordance herewith; provided, however, that the
Corporation may repurchase Common Stock owned by terminated employees of, or
consultants to, the Corporation or its subsidiaries. A conversion of a
convertible security which by its terms is convertible into Common Stock by the
holder thereof shall not be deemed a purchase, redemption or retirement of the
security so converted for purposes of this subsection 1(c). No dividend shall
be declared on any series of preferred stock ranking as to dividends on a
parity with any other series of preferred stock unless there shall have been
declared on all shares then outstanding of such series of preferred stock like
proportionate dividends ratably in proportion to the respective dividends
payable in respect of each such series of preferred stock. In the event that
the Corporation fails to pay the full dividends accrued on all outstanding
1

shares of preferred stock, any partial amounts which are paid as dividends
by the Corporation with respect to the preferred stock shall be paid to the
holders of such shares of preferred stock in proportion (as nearly as
practicable) to the amount such holders would be entitled to receive if they
were to be paid the full accrued and unpaid dividends on the preferred stock.

(d) Any cash dividend which has been declared and is otherwise due and
payable shall be paid in cash.

(2) Liquidation Preference.

(a) In the event of any liquidation, dissolution or winding up of the
Corporation, either voluntary or involuntary, the holders of the Series A
Convertible Preferred Stock shall be entitled to receive, in cash, prior and in
preference to any distribution of any of the assets or surplus funds of the
Corporation to the holders of the Common Stock or any other Junior Securities
by reason of their ownership thereof, the amount of $2.00 per share (the
Original Preferred Stock Issue Price) for each share of Series A Convertible
Preferred Stock then held by them, and, in addition, an amount equal to all
accrued but unpaid dividends on such shares of Series A Convertible Preferred
Stock. If, upon occurrence of such event the assets and funds thus distributed
ratably among the holders of the Series A Convertible Preferred Stock shall be
insufficient to permit the payment to such holders of the full preferential
amount, then the entire assets and funds of the Corporation legally available
for distribution shall be distributed among the holders of the Series A
Convertible Preferred Stock in proportion to the number of shares of Series A
Convertible Preferred Stock held by each such holder. After payment has been
made to the holders of the Series A Convertible Preferred Stock of the full
amounts to which they shall be entitled as aforesaid, all remaining assets of
the Corporation shall be distributed among all holders of Series A Convertible
Preferred Stock and all holders of Common Stock in proportion to the number of
shares of Common Stock which would be held by each such holder if all shares of
Series A Convertible Preferred Stock were converted into Common Stock at the
then effective Conversion Price (as defined in paragraph 3 (a) below).

(b) For purposes of this paragraph 2, a liquidation, dissolution or
winding up of the Corporation shall be deemed to be occasioned by, and to
include, the Corporations sale of all or substantially all of its assets or
the acquisition of this Corporation by another entity by means of merger or
consolidation resulting in the exchange of the outstanding shares of this
Corporation for securities or consideration issued, or caused to be issued, by
the acquiring corporation or its subsidiary.

(3) Conversion. The holders of the Series A Convertible Preferred Stock,
and the Corporation, shall each have conversion rights as follows (the
Conversion Rights):

(a) Right to Convert. Each share of Series A Convertible Preferred Stock
shall be convertible into such number of fully paid and nonassessable shares of
Common Stock as is determined by dividing $2.00 (the Original Preferred Stock
Purchase Price) by the Conversion Price, determined as hereinafter provided,
in effect at the time of conversion. Each share of Series A Convertible
Preferred Stock shall be convertible at the option of the holder thereof at any
time. Each share of Series A Convertible Preferred Stock shall be convertible
at the option of the Corporation on any date on which the Common Stock of the
Corporation has closed at or above $2.67 per share (subject to adjustment for
stock splits and the like as set forth in subsection (c)(ii) below) for the
thirty calendar days immediately preceding such date and a registration
statement is in effect with respect to the Common Stock underlying the Series A
Convertible Preferred Stock or such Common Stock is deemed to be fully
tradeable pursuant to Rule 144 or otherwise. The price at which shares of
Common Stock shall be deliverable upon conversion (the Conversion Price)
shall initially be $2.00 per share of Common Stock. Such initial Conversion
Price shall be subject to adjustment as hereinafter provided.

(b) Mechanics of Conversion. No fractional shares of Common Stock shall be
issued upon conversion of Series A Convertible Preferred Stock. In lieu of any
fractional share to which a holder would otherwise be entitled, the Corporation
shall pay cash equal to such fraction multiplied by the fair market value of
the Common Stock as determined by the Board of Directors. Before any holder of
Series A Convertible Preferred Stock shall be entitled to convert the same into
full shares of Common Stock, he shall surrender the certificate or certificates
therefor, duly endorsed, at the office of the Corporation or of any transfer
agent for the Series A Convertible Preferred Stock, as designated by the
Corporation, and shall give written notice to the Corporation at such office
that he elects to convert the same. The Corporation shall, as soon as
practicable thereafter, issue and deliver at such office to such holder of
Series A Convertible Preferred Stock, a certificate or certificates for the
number of shares of Common Stock to which
2

he shall be entitled as aforesaid and a check payable to the holder in the
amount of any cash amounts payable as the result of a conversion into a
fractional share of Common Stock. Such conversion shall be deemed to have been
made immediately prior to the close of business on the date of such surrender
of the shares of Series A Convertible Preferred Stock to be converted, and the
person or persons entitled to receive the shares of Common Stock issuable upon
such conversion shall be treated for all purposes as the record holder or
holders of such shares of Common Stock on such date.

(c) Adjustments to Conversion Price for
Diluting Issues.

(i) Stock Dividends. If the number of shares of Common Stock outstanding
at any time after the effectiveness of these resolutions is increased by a
stock dividend payable in shares of Common Stock or by a subdivision or
split-up of shares of Common Stock, then immediately effective at the close of
business upon the record date fixed for the determination of holders of Common
Stock entitled to receive such stock dividend, subdivision or split-up, the
Conversion Price shall be appropriately decreased so that the number of shares
of Common Stock issuable on conversion of each share of Series A Convertible
Preferred Stock shall be increased in proportion to such increase of
outstanding shares of Common Stock.

(ii) Adjustments for Subdivisions, Combinations, or Consolidations of
Common Stock. In the event the outstanding shares of Common Stock shall be
subdivided or combined, by reclassification or otherwise, into a greater or
lesser number of shares of Common Stock, the Conversion Price in effect
immediately prior to such subdivision or combination shall, concurrently with
the effectiveness of such subdivision, combination or consolidation, be
proportionately adjusted.

(iii) Adjustments for Other Distributions. In the event the Corporation
at any time or from time to time makes, or fixes a record date for the
determination of holders of Common Stock entitled to receive, any distribution
payable in securities of the Corporation other than shares of Common Stock,
then and in each such event provision shall be made so that the holders of the
Series A Convertible Preferred Stock shall receive upon conversion thereof, in
addition to the number of shares of Common Stock receivable thereupon, the
amount of securities of the Corporation which they would have received had
their Series A Convertible Preferred Stock been converted into Common Stock on
the date of such event to and including the date of conversion, and retained
such securities receivable by them as aforesaid during such period, subject to
all other adjustments called for during such period under these resolutions
with respect to the rights of the holders of the Series A Convertible Preferred
Stock.

(iv) Adjustments for Reorganizations, Reclassifications, etc. If the
Common Stock issuable upon conversion of th Series A Convertible Preferred
Stock shall be changed into the same or a different number of shares of any
other class or classes of stock or other securities or property, whether by
reclassification, a merger or consolidation of this Corporation with or into
any other corporation or corporations in which the holders of the capital stock
of this Corporation then hold 50% or more of the voting securities of the
surviving corporation (other than pursuant to a subdivision, combination, stock
dividend, or other distribution provided for in 3(c)(i), (ii) or (iii) above),
the Conversion Price then in effect shall, concurrently with the effectiveness
of such reorganization or reclassification, be proportionately adjusted such
that the Series A Convertible Preferred Stock shall be convertible into, in
lieu of the number of shares of Common Stock which the holders would otherwise
have been entitled to receive, a number of shares of such other class or
classes of stock or securities or other property equivalent to the number of
shares of Common Stock that would have been subject to receipt by the holders
upon conversion of the Series A Convertible Preferred Stock immediately before
such event; and, in any such case, appropriate adjustment shall be made in the
application of the provisions herein set forth with respect to the rights and
interest thereafter of the holders of the Series A Convertible Preferred Stock,
to the end that the provisions set forth herein (including provisions with
respect to changes in and other adjustments of the Conversion Price) shall
thereafter be applicable, as nearly as may be reasonable, in relation to any
shares of stock or other property thereafter deliverable upon the conversion of
the Series A Convertible Preferred Stock.

(d) No Impairment. The Corporation will not, by amendment of its
Certificate of Incorporation or through any reorganization, transfer of assets,
merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed hereunder by the Corporation but will at all times in
good faith assist in the carrying out of all the provisions of this paragraph 3
and in the taking of all such action as may be necessary or appropriate in
order to protect the Conversion Rights of the holders of the Series A
Convertible Preferred Stock against impairment.

3



---



##### 



(e) Certificate as to Adjustments. Upon the occurrence of each adjustment
or readjustment of the Conversion Price pursuant to this paragraph 3, the
Corporation, at its expense, shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and furnish to each holder of
Series A Convertible Preferred Stock a certificate setting forth such
adjustment or readjustment and showing in detail the facts upon which such
adjustment or readjustment is based. The Corporation shall, upon the written
request at any time of any holder of Series A Convertible Preferred Stock,
furnish or cause to be furnished to such holder a like certificate setting
forth (i) such adjustments and readjustments,(ii) the Conversion Price at the
time in effect, and (iii) the number of shares of Common Stock and the amount,
if any, of other property which at the time would be received upon the
conversion of Series A Convertible Preferred Stock.

(f) Notices of Record Date. In the event
that this Corporation shall propose at any time:

(i) to declare any dividend or distribution upon its Common Stock, whether
in cash, property, stock or other securities, whether or not a regular cash
dividend and whether or not out of earnings or earned surplus;

(ii) to effect any reclassification or recapitalization of its Common
Stock outstanding involving a change in the Common Stock; or

(iii) to merge with or into any other corporation, or sell, lease or
convey all or substantially all its property or business, or to liquidate,
dissolve or wind up;

then, in connection with each such event, this Corporation shall send to the
holders of the Series A Convertible Preferred Stock shares:

(A) at least 20 days prior written notice of the date on which a record
shall be taken for such dividend, distribution or subscription rights (and
specifying the date on which the holders of Common Stock shall be entitled
thereto) or for determining rights to vote in respect of the matters referred
to in (iii) above; and

(B) in the case of the matters referred to in (c) above, at least 20 days
prior written notice of the date when the same shall take place (and specifying
the date on which the holders of Common Stock shall be entitled to exchange
their Common Stock for securities or other property deliverable upon the
occurrence of such event).

Each such written notice shall be given by first class mail, postage prepaid,
addressed to the holders of Series A Convertible Preferred Stock at the address
for each such holder as shown on the books of this Corporation.

(4) Voting. Except as otherwise required by law, the holders of Series A
Convertible Preferred Stock shall not be entitled to vote upon any matter
submitted to the stockholders for a vote except as to matters affecting holders
of Series A Convertible Preferred Stock as a class, as set forth in Paragraph
(5) below.

(5) Protective Provisions. In addition to any other rights provided by
law, so long as any Series A Convertible Preferred Stock shall be outstanding,
this Corporation shall not, without first obtaining the affirmative vote or
written consent of the holders of more than 50 percent of such outstanding
shares of Series A Convertible Preferred Stock:

(a) amend or repeal any provision of, or add any provision to, this
Corporations Certificate of Incorporation or Bylaws if such action would alter
or change the preferences, rights, privileges or powers of, or the restrictions
provided for the benefit of, the Series A Convertible Preferred Stock;

(b) authorize or issue shares of any class of stock having anypreference
or priority as to dividends or assets superior to or on a parity with any such
preference or priority of the Series A Convertible Preferred Stock, or
authorize or issue shares of stock of any class or any bonds, debentures, notes
or other obligations convertible into or exchangeable for, or having option
rights to purchase, any shares of stock of this Corporation having any
preference or priority as to dividends or assets superior to or on a parity
with any such preference or priority of the Series A Convertible Preferred
Stock; or

(c) reclassify any Common Stock into shares having any preference or
priority as to dividends or assets superior to or on a parity with any such
preference or priority of the Series A Convertible Preferred Stock.
4

(6) Status of Converted Stock. In the event any shares of Series A
Convertible Preferred Stock shall be converted pursuant to paragraph 3 hereof,
the shares so converted shall be canceled and shall not be issuable by the
Corporation.

(7) Residual Rights. All rights accruing to the outstanding shares of
this Corporation not expressly provided for to the contrary herein shall be
vested in the Common Stock.

(8) Consent for Certain Repurchases of Common Stock Deemed to be
Distributions. Each holder of Series A Convertible Preferred Stock shall be
deemed to have consented to distributions made by the Corporation in connection
with the repurchase of shares of Common Stock issued to or held by employees or
consultants upon termination of their employment or services pursuant to
agreements providing for such right of repurchase between the Corporation and
such persons.

IN WITNESS WHEREOF, Pacific Biometrics, Inc. has caused this certificate
to be made and signed by its President and Secretary, this 28th day of August,
2002.

| |  |                                        |  | 
| |  | -------------------------------------- |  | 
| |  | /s/ Paul G. Kanan                      |  | 
| |  |                                        |  | 
| |  | Paul G. Kanan, President and Secretary |  | 

5



---



##### 



AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
PACIFIC BIOMETRICS, INC.
________________

UNDER SECTIONS 242 AND 245 OF THE GENERAL CORPORATION LAW
________________

The undersigned, Paul G. Kanan, President of Pacific Biometrics, Inc., a
Delaware corporation (the Corporation), hereby certifies:

1.     The name of the Corporation is Pacific Biometrics, Inc.

2.     The Certificate of Incorporation of the Corporation was filed by the
Secretary of State of the State of Delaware on May 9, 1996.

3.     Article Fourth of the Certificate of Incorporation of the Corporation
is hereby amended to reclassify the twenty-six million (26,000,000) shares of
Class A common stock, par value $.01 per share, of the Corporation (the Class
A Common Stock), the two million (2,000,000) shares of Class E-1 common stock,
par value $.01 per share, of the Corporation (the Class E-1 Common Stock) and
the two million (2,000,000) shares of Class E-2 common stock, par value $.01
per share, of the Corporation (the Class E-2 Common Stock) as an aggregate of
thirty million (30,000,000) shares of common stock, par value $.01 per share,
of the Corporation (the Common Stock).

4.     The text of the Certificate of Incorporation of the Corporation is
hereby amended and restated in its entirety to read as herein set forth in
full:



| |                                                                                     
| | ------------------------------------------------------------------------------------
| | "FIRST:The name of the corporation (the Corporation) is
Pacific Biometrics, Inc.



| |                                                                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | SECOND:The address of the Corporations registered office in
the State of Delaware is 1209 Orange Street, City of Wilmington
19802, County of New Castle. 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:

1



---



##### 





| |                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------
| | 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;



| |                                                                                                    
| | ---------------------------------------------------------------------------------------------------
| | 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 name and mailing address of the sole incorporator
is as follows:

|               |  |                         
|-------------- |  | ------------------------
|NAME           |  | ADDRESS                 
|               |  |                         
|David M. Perla |  | c/o Rosenman & Colin LLP
|               |  | 575 Madison Avenue      
|               |  | New York, NY 10022-2585 



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



| |                                                             
| | ------------------------------------------------------------
| | SEVENTH:Election of directors need not be by written ballot.



| |                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | EIGHTH: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

2



---



##### 





| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | nothing in this Article EIGHTH 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 EIGHTH,
nor the adoption of any provision of the Certificate of
Incorporation inconsistent with this Article EIGHTH, shall eliminate
or reduce the effect of this Article EIGHTH in respect of any matter
occurring, or any cause of action, suit or claim that, but for this
Article EIGHTH, would accrue or arise, prior to such amendment,
repeal or adoption of an inconsistent provision.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | NINTH: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 By-Law, 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.

5.     The manner in which this Amended and Restated Certificate of
Incorporation was authorized was by the unanimous written consent of the Board
of Directors followed by consent of a majority in interest of the outstanding
shares of Class A Common Stock, Class E-1 Common Stock and Class E-2 Common
Stock, each voting separately as a class in accordance with Section 242 of the
General Corporation Law. Due notice was promptly given to all stockholders who
have not consented in writing to the actions taken by consent of the holders of
a majority in interest of the outstanding shares of Class A Common Stock, Class
E-1 Common Stock and Class E-2 Common Stock, each voting separately as a class.

* * * * *

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed by its President and attested to by its Secretary this 9th day of
July, 1996, who affirm under penalties of perjury that this Certificate is the
act and deed of the Corporation and that the facts stated herein are true.

|                                 |  |                         
|-------------------------------- |  | ------------------------
|                                 |  | /s/ Paul G. Kanan       
|                                 |  |                         
|                                 |  | Paul G. Kanan, President
|                                 |  |                         
|ATTEST:                          |  |                         
|                                 |  |                         
|/s/ Douglas S. Harrington        |  |                         
|                                 |  |                         
|Douglas S. Harrington, Secretary |  |                         

3