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                                                                   EXHIBIT 3.1

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                              INTRACEL CORPORATION


        1. The name of the Corporation is Intracel Corporation.

        2. The address of its registered office in the State of Delaware is 1209
Orange Street, in the City of Wilmington, 19801, County of New Castle. The name
of its registered agent at such address is The Corporation Trust Company.

        3. The nature of the business of the Corporation and the objects or
purposes to be transacted, promoted or carried on by it are as follows: To
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware.

        4. The total number of shares of all classes of stock that the
Corporation is authorized to issue is Fifty-Five Million (55,000,000) shares,
consisting of Fifty Million (50,000,000) shares of Common Stock with a par value
of $.0001 per share and Five Million (5,000,000) shares of Preferred Stock with
a par value of $.0001 per share.

           Any of the shares of Preferred Stock may be issued from time to time
in one or more series. Subject to the limitations and restrictions in this
paragraph 4 set forth, the Board of Directors or a Committee of the Board of
Directors, to the extent permitted by law and the Bylaws of the Corporation or a
resolution of the Board of Directors, by resolution or resolutions, is
authorized to create or provide for any such series, and to fix the
designations, preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions thereof, including,
without limitation, the authority to fix or alter the dividend rights, dividend
rates, conversion rights, exchange rights, voting rights, rights and terms of
redemption (including sinking and purchase fund provisions), the redemption
price or prices, the dissolution preferences and the rights in respect to any
distribution of assets of any wholly unissued series of Preferred Stock and the
number of shares constituting any such series, and the designation thereof, or
any of them and to increase or decrease the number of shares of any series so
created, subsequent to the issue of that series but not below the number of
shares of such series then outstanding. In case the number of shares of any
series shall be so decreased, the shares constituting such decrease shall resume
the status which they had prior to the adoption of the resolution originally
fixing the number of shares of such series.

           There shall be no limitation or restriction on any variation between
any of the different series of Preferred Stock as to the designations,
preferences and relative, participating, optional or other special rights, and
the qualifications, limitations or restrictions thereof; and the





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several series of Preferred Stock may, except as hereinafter in this paragraph 4
otherwise expressly provided, vary in any and all respects as fixed and
determined by the resolution or resolutions of the Board of Directors or by
Committee of the Board of Directors, providing for the issuance of the various
series; provided, however, that all shares of any one series of Preferred Stock
shall have the same designation, preferences and relative, participating,
optional or other special rights and qualifications, limitations and
restrictions.

           Except as otherwise required by law, or as otherwise fixed by
resolution or resolutions of the Board of Directors with respect to one or more
series of Preferred Stock, the entire voting power and all voting rights shall
be vested exclusively in the Common Stock, and each stockholder of the
Corporation who at the time possesses voting power for any purpose shall be
entitled to one vote for each share of such stock standing in his name on the
books of the Corporation.

        5. The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

           (1) The business and affairs of the Corporation shall be managed by
        or under the direction of the Board of Directors.

           (2) The directors shall have concurrent power with the stockholders
        to make, alter, amend, change, add to or repeal the Bylaws of the
        Corporation.

           (3) The number of directors of the Corporation shall be as from time
        to time determined by resolution adopted by the Board of Directors.
        Election of directors need not be by written ballot unless the Bylaws so
        provide.

           (4) To the fullest extent permitted by Delaware statutory or
        decisional law, as amended or interpreted, no director of this
        Corporation shall be personally liable to the Corporation or its
        stockholders for monetary damages for breach of fiduciary duty as a
        director. Any amendment to or repeal of this Article 5 subsection (4)
        shall not adversely affect any right or protection of a director of this
        Corporation for or with respect to any acts or omissions of such
        director occurring prior to such amendment or repeal. This Article 5
        subsection (4) does not affect the availability of equitable remedies
        for breach of fiduciary duties.

           (5) In addition to the powers and authority hereinbefore or by
        statute expressly conferred upon them, the directors are hereby
        empowered to exercise all such powers and do all such acts and things as
        may be exercised or done by the Corporation, subject, nevertheless, to
        the provisions of the DGCL, this Certificate of Incorporation, and any
        Bylaws adopted by the stockholders; provided, however, that no Bylaws
        hereafter adopted by the stockholders shall invalidate any prior act of
        the directors which would have been valid if such Bylaws had not been
        adopted.





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           (6) The directors shall be divided, with respect to the terms for
        which they severally hold office, into three classes, as nearly equal in
        number of directors as possible, as determined by the Board of
        Directors, with the term of office of the first class to expire at the
        first Annual Meeting of Stockholders to be held after the effectiveness
        of the Corporation's registration statement on Form S-1 relating to its
        initial public offering, the term of office of the second class to
        expire at the second Annual Meeting of Stockholders to be held after the
        effectiveness of such registration statement, and the term of office of
        the third class to expire at the third Annual Meeting of Stockholders to
        be held after the effectiveness of such registration statement with each
        class of directors to hold office until their successors are duly
        elected and have qualified. At each Annual Meeting of Stockholders
        following such initial classification and election, directors elected to
        succeed those directors whose terms expire at such annual meeting, other
        than those directors elected under particular circumstances by a
        separate class vote of the holders of any class or series of stock
        having a preference over the Common Stock as to dividends or upon
        liquidation of the Corporation, shall be elected to hold office for a
        term expiring at the Annual Meeting of Stockholders in the third year
        following the year of their election and until their successors are duly
        elected and have qualified. When the number of directors is changed, any
        newly created directorships or any decrease in directorships shall be so
        apportioned among the classes as to make all classes as nearly equal in
        number of directors as possible, as determined by the Board of
        Directors. No decrease in the number of directors constituting the Board
        of Directors shall shorten the term of any incumbent director.

               To the extent that any holders of any class or series of stock
        other than Common Stock issued by the Corporation shall have the
        separate right, voting as a class or series, to elect directors, the
        directors elected by such class or series shall be deemed to constitute
        an additional class of directors and shall have a term of office for one
        year or such other period as may be designated by the provisions of such
        class or series providing such separate voting right to the holders of
        such class or series of stock, and any such class of directors shall be
        in addition to the classes designated above.

        6. Elections of directors need not be by written ballot unless the
bylaws of the Corporation shall so provide.

        7. 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 stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this Corporation, as the case may
be, to be summoned in





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such manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders 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 said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this Corporation, as the case may be, and also on this
Corporation.

        8. The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

        9. Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of the Corporation may be kept
(subject to any provision contained in the DGCL) outside the State of Delaware
at such place or places as may be designated from time to time by the Board of
Directors or in the Bylaws of the Corporation.

           Any action required or permitted to be taken at any annual or special
meeting of the stockholders of the Corporation may not be taken without a
meeting, without prior written notice and without a vote; provided, however,
that any action required or permitted to be taken at any meeting of a class of
holders of Preferred Stock of the Corporation, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the class of holders of outstanding
Preferred Stock having not less than the minimum number of votes that would be
necessary to authorize or taken such action at a meeting at which all shares of
Preferred Stock entitled to vote thereon were present and voted. Prompt notice
of the taking of the corporate action without a meeting by less than unanimous
written consent shall be given to those holders of Preferred Stock who have not
consented in writing.






















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