<PAGE>   1
                                                                     EXHIBIT 3.1

                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                            A-FEM MEDICAL CORPORATION



                                 ARTICLE 1. NAME

        The name of the Corporation is A-FEM MEDICAL CORPORATION.

                ARTICLE 2. PRINCIPAL OFFICE AND REGISTERED AGENT

        Its principal office in the State of Nevada is located at One East First
Street, Reno, Washoe County, Nevada 89501. The name and address of its resident
agent is The Corporation Trust Company of Nevada, One East First Street, Reno,
Nevada 89501.

                               ARTICLE 3. PURPOSE

        The nature of the business, or objects or purposes to be transacted,
promoted or carried on by the corporation are:

        To engage in any lawful activity and to manufacture, purchase or
otherwise acquire, invest in, own, mortgage, pledge, sell, assign and transfer
or otherwise dispose of, trade, deal in and deal with goods, wares and
merchandise and personal property of every class and description.

        To perform research and development services and to manufacture and
market health case devices, products and services.

        To hold, purchase and convey real and personal estate and to mortgage or
lease any such real or personal estate with its franchises and to take the same
by devise or bequest.

        To acquire, and pay for in cash, stock or bonds of this corporation or
otherwise, the goodwill, rights, assets and property, and to undertake or assume
the whole or any part of the obligations or liabilities of any person, firm,
association or corporation.

        To acquire, hold, use, sell, assign, lease, grant licenses in respect
of, mortgage, or otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trademarks and trade names, relating to
or useful in connection with any business of this corporation.

        To guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge
or otherwise dispose of the shares of the capital stock of or any bonds,
securities or evidences of the indebtedness 


                                                                          Page 1


<PAGE>   2
created by any other corporation or corporations of this state, or any other
state or government, and, while owner of such stock, bonds, securities or
evidence of indebtedness, to exercise all the rights, powers and privileges of
ownership, including the right to vote, if any.

        To borrow money and contract debts when necessary for the transaction of
its business, or for the exercise of its corporate rights, privileges or
franchises, or for any other lawful purpose of its incorporation; to issue
bonds, promissory notes, bills of exchange, debentures, and other obligations
and evidences of indebtedness, payable at specified time or times, or payable
upon the happening of a specified event or events, whether secured by mortgage,
pledge or otherwise, or unsecured, for money borrowed, or in payment for
property purchased, or acquired, or for any other lawful objects.

        To purchase, hold, sell and transfer shares of its own capital stock,
and use therefor its capital, capital surplus, surplus, or other property or
funds; provided it shall not use its funds or property for the purchase of its
own shares of capital stock when such use would cause any impairment of its
capital; and provided further, that shares of its own capital stock belonging to
it shall not be voted upon, directly or indirectly, nor counted as outstanding,
for the purpose of computing any stockholders' quorum or vote.

        To conduct business, have one or more offices, and hold, purchase,
mortgage and convey real and personal property in this state, and in any of the
several states, territories, possessions and dependencies of the United States,
the District of Columbia, and in any foreign countries.

        To do all and everything necessary and proper for the accomplishment of
the objects hereinbefore enumerated or necessary or incidental to the protection
and benefit of the corporation, and, in general, to carry on any lawful business
necessary or incidental to the attainment of the objects of the corporation,
whether or not such business is similar in nature to the objects hereinbefore
set forth.

        The objects and purposes specified in the foregoing clauses will, except
where otherwise expressed, be in nowise limited or restricted by reference to,
or inference from, the terms of any other clause in these articles of
incorporation, but the objects and purposes specified in each of the foregoing
clauses of this article shall be regarded as independent objects and purposes.

                                ARTICLE 4. SHARES

4.1     AUTHORIZED CAPITAL

        The corporation is authorized to issue two classes of stock to be
designated, respectively, "Common Stock" and "Preferred Stock." The total number
of shares of stock that the corporation shall have authority to issue shall be
43,000,000, consisting of 33,000,000 shares of Common Stock with a par value of
$.01 per share, and 10,000,000 shares of Preferred Stock with a par value of
$.01 per share.

4.2     COMMON STOCK


                                                                          Page 2


<PAGE>   3
        Subject to any preferential or other rights granted to any series of
Preferred Stock, the holders of shares of the Common Stock shall be entitled to
receive dividends out of funds of the corporation legally available therefor, at
the rate and at the time or times as may be provided by the Board of Directors
and shall be entitled to receive distributions legally payable to stockholders
on the liquidation of the corporation. The holders of shares of Common Stock, on
the basis of one vote per share, shall have the right to vote for the election
of members of the Board of Directors of the corporation and the right to vote on
all other matters, except where a separate class or series of the corporation's
stockholders vote by class or series. Holders of Common Stock shall not be
entitled to cumulate their votes for the election of directors.

4.3     PREFERRED STOCK

        Shares of Preferred Stock may be issued from time to time in one or more
series, in any manner permitted by law, as determined from time to time by the
Board of Directors and stated in the resolution or resolutions providing the
issuance thereof, prior to the issuance of any shares thereof. The Board of
Directors shall have the authority to fix and determine the rights and
preferences of the shares of any series so establish.

4.4     NO PREEMPTIVE RIGHTS

        Stockholders of the corporation do not have preemptive rights.

                          ARTICLE 5. BOARD OF DIRECTORS

        The governing board of the corporation will be known as directors, and
the number of directors may from time to time be increased or decreased in such
manner as shall be provided by the bylaws of the corporation, provided that the
number of directors will not be reduced to less than three (3), except that in
cases where all the shares of the corporation are owned beneficially and of
record by either one or two stockholders, the number of directors may be less
than three (3) but not less than the number of stockholders.

                        ARTICLE 6. STOCKHOLDER LIABILITY

        The capital stock, after the amount of the subscription price or par
value has been paid in, will not be subject to assessment to pay the debts of
the corporation.

                            ARTICLE 7. INCORPORATORS

        (Omitted pursuant to NRS 78.403).

                               ARTICLE 8. DURATION

        The corporation is to have perpetual existence.


                                                                          Page 3


<PAGE>   4
                 ARTICLE 9. AUTHORITY OF THE BOARD OF DIRECTORS

        In furtherance, and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:

        Subject to the bylaws, if any adopted by the stockholders, to make,
alter, or amend the bylaws of the corporation.

        To fix the amount to be reserved as working capital over and above its
capital stock paid in, to authorize and cause to be executed mortgages and liens
upon the real and personal property of the corporation.

        By resolution passed by a majority of the whole board, to designate one
(1) or more committees, each committee to consist of one (1) or more of the
directors of the corporation, which, to the extent provided in the resolution or
in the bylaws of the corporation, will have and may exercise the powers of the
board of directors in the management of the business and affairs of the
corporation, and may authorized the seal of the corporation to be affixed to all
papers that may require it. Such committee or committees will have such name or
names as may be stated in the bylaws of the corporation or as may be determined
from time to time by resolution adopted by the board of directors.

        When and as authorized by the affirmative vote of stockholders holding
stock entitling them to exercise at lease a majority of the voting power given
at a stockholders' meeting called for that purpose, or when authorized by the
written consent of the holders of at least a majority of the voting stock issued
and outstanding, the board of directors will have power and authority at any
meeting to sell, lease, or exchange all of the property and assets of the
corporation, including its good will and its corporate franchises, upon such
terms and conditions as its board of directors deem expedient and for the best
interests of the corporation.

                   ARTICLE 10. LOCATION OF MEETINGS AND BOOKS

        Meetings of the stockholders may be held outside the State of Nevada, if
the bylaws so provide. The books of the corporation may be kept (subject to any
provision contained in the statutes) outside the State of Nevada 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.

                             ARTICLE 11. AMENDMENTS

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


                                                                          Page 4


<PAGE>   5
                           ARTICLE 12. INDEMNIFICATION

        The Bylaws of the corporation shall provide for the indemnification of
the corporation's directors, officers, employees and agents for expenses
incurred in connection with the defense of actions, suits or proceedings to the
fullest extent permitted by Nevada law.

            ARTICLE 13. LIMITATION OF DIRECTOR AND OFFICER LIABILITY

        No director or officer of the corporation shall be liable to the
corporation or to the stockholders for damages for any breach of fiduciary duty;
provided, however, that a director or officer shall be liable for damages that
result from any of the following:


        (a) Acts or omissions that involve intentional misconduct, fraud or a
knowing violation of law;

        (b) The willful or grossly negligent payment of any improper dividend or
distribution; or

        (c) Acts or omissions that occurred prior to March 18, 1987.

        These Amended and Restated Articles of Incorporation were adopted by the
Board of Directors on June 13, 1997 and by the stockholders on December 12,
1997.

        IN WITNESS WHEREOF, A-Fem Medical Corporation has caused these Amended
and Restated Articles of Incorporation to be signed by its President and
Secretary this 19th day of August, 1998.

                            A-FEM MEDICAL CORPORATION


                            By /s/ J. Peter Burke
                               -------------------------------
                                     J. Peter Burke, President


                            By /s/ William H. Fleming
                               -------------------------------
                                 William H. Fleming, Secretary


                                                                          Page 5


<PAGE>   6
STATE OF OREGON       )
                      ) ss:
COUNTY OF WASHINGTON  )

        The foregoing instrument was acknowledged before me, a Notary Public, on
this 19th day of August, 1998, by J. Peter Burke, President, and William H.
Fleming, Secretary, of A-Fem Medical Corporation.


                                             /s/ Steve Fleming
                                        -------------------------------
                                        Notary Public for Oregon
                                        My commission expires October 1, 2000

[Notary Stamp or Seal]


                                                                          Page 6


<PAGE>   7
                           CERTIFICATE OF DESIGNATION
                                       OF
                         PREFERENCES OF PREFERRED STOCK
                                       OF
                            A-FEM MEDICAL CORPORATION
                              A NEVADA CORPORATION


        1.      The undersigned, J. Peter Burke and William H. Fleming, hereby
certify that:

        2.      They are the duly elected and acting President and Secretary,
respectively, of A-Fem Medical Corporation, a Nevada corporation (the
"Corporation").

        Pursuant to authority given by the Corporation's Articles of
Incorporation, the Board of Directors of the Corporation has duly adopted the
following recitals and resolutions:

        WHEREAS, the Board of Directors of the Corporation is authorized to
determine or alter the rights, preferences, privileges and restrictions granted
to or imposed upon any wholly unissued series of Preferred Stock, to fix the
number of shares constituting any such series and to determine the designation
thereof, or any of them, and

        WHEREAS, the Corporation has not issued any shares of such Preferred
Stock and the Board of Directors of the Corporation desires, pursuant to its
authority as aforesaid, to determine and fix the rights, preferences, privileges
and restrictions relating to the initial series of said Preferred Stock and the
number of shares constituting and the designation of said series;

        NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby fixes
and determines the designation of, the number of shares constituting, and the
rights, preferences, privileges and restrictions relating to, said initial
series of Preferred Stock as follows:

                   SECTION 1. DESIGNATION AND NUMBER OF SHARES

1.1     DESIGNATION

        The initial series of Preferred Stock shall be designated "Series A
Convertible Preferred Stock." The term "Series A Stock" as used herein refers to
the Series A Convertible Preferred Stock.

1.2     NUMBER OF SHARES

        The number of shares constituting the Series A Stock shall be 4,500,000
shares.


                                                                          Page 7


<PAGE>   8
           SECTION 2. DIVIDENDS AND DISTRIBUTIONS; LIQUIDATION RIGHTS

2.1     DIVIDENDS

        The holders of shares of Common Stock and Series A Stock shall be
entitled to receive dividends, when, as and if declared by the Board of
Directors of the corporation, out of any assets legally available therefor;
provided, however, that no such dividend or distribution may be declared or paid
on any shares of Common Stock unless at the same time an equivalent dividend or
distribution is declared or paid on all outstanding shares of Series A Stock.
The dividend or distribution on shares of Series A Stock shall be payable based
upon the number of shares of Common Stock that the holder of shares of Series A
Stock would have held if such holder had converted such shares of Series A Stock
into Common Stock immediately prior to the record date of such dividend or
distribution.

2.2     LIQUIDATION PREFERENCE

        In the event of any liquidation, dissolution or winding up of the
Corporation, either voluntary or involuntary, the holders of the Series A Stock
shall be entitled to receive, prior and in preference to any distribution of any
of the assets of the Corporation to the holders of the Common Stock, an amount
per share equal to $4.00, plus a further amount equal to any declared but unpaid
dividends thereon before any payment shall be made or any assets distributed to
the holders of Common Stock. If upon such liquidation, dissolution or winding up
of the Corporation, the assets thus distributed among the holders of the Series
A Stock shall be insufficient to permit the payment in full of the aforesaid
preferential amounts, the entire assets of the Corporation to be distributed
shall be distributed among the holders of the Series A Stock so that the holder
of each share of Series A Stock shall receive the same percentage of the stated
liquidation preferences of such share as is received by every other holder of
Series A Stock.

        Following the completion of the distribution of the stated liquidation
preferences to be paid to the holders of the Series A Stock, any remaining
assets shall be distributed to the holders of the Common Stock of the
Corporation; provided, however, if no shares of Common Stock are outstanding at
the time of such distribution, the holders of the Series A Stock shall be
entitled to receive, ratably (assuming conversion of all shares of Series A
Stock to Common Stock), all assets of the Corporation remaining after the
payment of the stated liquidation preferences of the Series A Stock as set forth
herein.

                              SECTION 3. CONVERSION

3.1     CONVERSION RIGHTS

        A holder of shares of Series A Stock shall be entitled, at any time, to
cause any or all of such shares to be converted into shares of Common Stock.


                                                                          Page 8


<PAGE>   9
        3.1.1  CONVERSION RATE

        The conversion rate for Series A Stock in effect at any time (the
"Conversion Rate") shall equal $3.84 divided by the Conversion Price, calculated
as provided in Section 3.1.2.

        3.1.2  CONVERSION PRICE

        The conversion price for the Series A Stock in effect from time to time,
except as adjusted in accordance with Section 3.2.2, shall be $3.84 (the
"Conversion Price").

3.2     CONVERSION PROCEDURE; ANTI-DILUTION ADJUSTMENTS

        3.2.1  CONVERSION PROCEDURE

        Before a holder of the Series A Stock shall be entitled to convert the
same into shares of Common Stock, such holder shall surrender the certificate or
certificates therefor, duly endorsed in blank or accompanied by proper
instruments of transfer, at the office of the Corporation or of any transfer
agent for the shares of the Series A Stock, and shall give written notice to the
Corporation at such office that such holder elects to convert the same and shall
state in writing therein the name or names in which such holder wishes the
certificate or certificates for shares of Common Stock to be issued. The
Corporation shall, as soon as practicable thereafter, issue and deliver at the
address of the holder of the Series A Stock, or to the holder's nominee or
nominees, certificates for the number of full shares of Common Stock to which
the holder shall be entitled, as aforesaid, together with cash in lieu of any
fraction of a share as hereinafter provided in this Section 3.2. Such conversion
shall be deemed to have been made as of the date of such surrender of the shares
of the Series A 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 said date.

        3.2.2  ADJUSTMENTS TO APPLICABLE CONVERSION PRICE

               (a) Extraordinary Common Stock Event. Upon the happening of an
Extraordinary Common Stock Event (as defined below) after the date of the
initial issuance of any shares of Series A Stock, the Conversion Price shall,
simultaneously with the happening of such Extraordinary Common Stock Event, be
adjusted by multiplying the then effective Conversion Price, by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such Extraordinary Common Stock Event and the denominator
of which shall be the number of shares of Common Stock outstanding immediately
after such Extraordinary Common Stock Event (with the number of shares issuable
with respect to Common Stock Equivalents (as defined below) determined in the
manner provided for deemed issuances in Section 3.2.2(b)(v)), and the product so
obtained shall thereafter be the Conversion Price. The Conversion Price, as so
adjusted, shall be readjusted in the same manner upon the happening of any
successive Extraordinary Common Stock Event or Events.


                                                                          Page 9


<PAGE>   10
        "Extraordinary Common Stock Event" shall mean (i) the issuance of
additional shares of Common Stock, as a dividend or other distribution on
outstanding Common Stock of the corporation, or other securities or rights
convertible into, or entitling the holder thereof to receive directly or
indirectly, additional shares of Common Stock ("Common Stock Equivalents"), (ii)
a split or subdivision of outstanding shares of Common Stock into a greater
number of shares of Common Stock, or (iii) a combination of outstanding shares
of Common Stock into a smaller number of shares of Common Stock.

               (b) Sale of Shares Below Applicable Conversion Price.

                      (i) If the corporation shall issue any Additional Stock
(as defined below) without consideration or for a consideration per share less
than the Conversion Price in effect immediately prior to the issuance of such
Additional Stock, the Conversion Price in effect immediately prior to issuance
of such Additional Stock (except as otherwise provided in this Section 3.2.2(b))
shall be adjusted down to a price equal to the quotient obtained by dividing the
total computed under clause (A) below by the total computed under clause (B)
below as follows:

                      (A) an amount equal to the sum of (1) the result obtained
        by multiplying the number of shares of Common Stock deemed outstanding
        immediately prior to such issuance (which shall include the actual
        number of shares outstanding plus all shares issuable upon the
        conversion or exercise of all outstanding convertible securities,
        warrants and options other than shares excluded from the definition of
        Additional Stock by Section 3.2.2(c)) by the Conversion Price then in
        effect, and (2) the aggregate consideration, if any, received by the
        corporation upon the issuance of such Additional Stock;

                      (B) the number of shares of Common Stock of the
        corporation outstanding immediately after such issuance (including the
        shares deemed outstanding as provided in clause (A) above).

                      (ii) No adjustment of the Conversion Price shall be made
in an amount less than one cent per share, provided, that any adjustments which
are not required to be made by reason of this sentence shall be carried forward
and shall be taken into account in any subsequent adjustment made to the
Conversion Price. Except as provided in Sections 3.2.2(b)(v)(C) and (D) below,
no adjustment of the Conversion Price shall have the effect of increasing the
Conversion Price above the Conversion Price in effect immediately prior to such
adjustment.

                      (iii) In the case of the issuance of Common Stock for
cash, the consideration shall be deemed to be the amount of cash paid therefor
before deducting any discounts, commissions or other expenses allowed, paid or
incurred by the corporation for any underwriting or otherwise in connection with
the issuance and sale thereof.

                      (iv) In the case of the issuance of Common Stock for a
consideration in whole or in part other than cash, the consideration other than
cash shall be deemed to be the fair 


                                                                         Page 10


<PAGE>   11
value thereof as determined in good faith by the Board of Directors irrespective
of any accounting treatment.

                      (v) In the case of the issuance of options or warrants to
purchase or rights to subscribe for Common Stock, securities by their terms
convertible into or exchangeable for Common Stock, or options or warrants to
purchase or rights to subscribe for such convertible or exchangeable securities,
the following provisions shall apply:

                      (A) the aggregate maximum number of shares of Common Stock
        deliverable upon exercise of such options or warrants to purchase or
        rights to subscribe for Common Stock shall be deemed to have been issued
        at the time such options, warrants, or rights were issued for a
        consideration equal to the consideration (determined in the manner
        provided in Sections 3.2.2(b)(iii) and (iv) above), if any, received by
        the corporation upon the issuance of such options, warrants or rights
        plus the minimum purchase price provided in such options, warrants or
        rights for the Common Stock covered thereby, but no further adjustment
        to the Conversion Price shall be made for the actual issuance of Common
        Stock upon the exercise of such options, warrants or rights in
        accordance with their terms;

                      (B) the aggregate maximum number of shares of Common Stock
        deliverable upon conversion of or in exchange for any such convertible
        or exchangeable securities or upon the exercise of options or warrants
        to purchase or rights to subscribe for such convertible or exchangeable
        securities and subsequent conversion or exchange thereof shall be deemed
        to have been issued at the time such securities were issued or such
        options, warrants or rights were issued for a consideration equal to the
        consideration received, if any, by the corporation for any such
        securities and any related options, warrants or rights, plus the minimum
        additional consideration, if any, to be received by the corporation upon
        the conversion or exchange of such securities or the exercise of any
        related options, warrants or rights (the consideration in each case to
        be determined in the manner provided in Sections 3.2.2(b)(iii) and (iv)
        above), but no further adjustment to the Conversion Price shall be made
        for the actual issuance of Common Stock upon the conversion or exchange
        of such securities in accordance with their terms;

                      (C) if such options, warrants, rights or convertible or
        exchangeable securities by their terms provide, with the passage of time
        or otherwise, for any change in the consideration payable to the
        corporation or in the number of shares of Common Stock issuable upon the
        exercise, conversion or exchange thereof, including, without limitation,
        a change resulting from the antidilution provisions thereof, the
        Conversion Price computed upon the original issue thereof, and any
        subsequent adjustments based thereon, shall, upon such change becoming
        effective, be recomputed to reflect such change, but no further
        adjustment to the Conversion Price shall be made for the actual issuance
        of Common Stock upon the exercise of any such options, warrants or
        rights or the conversion or exchange of such securities in accordance
        with their terms; and


                                                                         Page 11


<PAGE>   12
                      (D) upon the expiration of any such options, warrants or
        rights, the termination of any such rights to convert or exchange or the
        expiration of any options, warrants or rights related to such
        convertible or exchangeable securities, the Conversion Price shall
        forthwith be readjusted to such Conversion Price as would have been
        obtained had the adjustment which was made upon the issuance of such
        options, warrants, rights or securities or options, warrants or rights
        related to such securities been made upon the basis of the issuance of
        only the number of shares of Common Stock (and convertible or
        exchangeable securities which remain in effect) actually issued upon the
        exercise of such options, warrants or rights, upon the conversion or
        exchange of such securities or upon the exercise of the options,
        warrants or rights related to such securities.

               (c) "Additional Stock" shall mean any shares of Common Stock or
securities convertible into or exchangeable or exercisable for shares of Common
Stock issued (or deemed to have been issued pursuant to Section 3.2.2(b)(v)
above) by the corporation after the date of initial issuance of any Series A
Stock other than:

                      (i) Common Stock issued in connection with an
Extraordinary Common Stock Event; and

                      (ii) Common Stock issued or issuable upon conversion of
Series A Stock.

        3.2.3 ADJUSTMENTS FOR OTHER DIVIDENDS AND DISTRIBUTIONS

        If the Corporation at any time after the Filing Date shall make or
issue, or fix a record date for the determination of holders of Common Stock
entitled to receive, a dividend or other 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 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 the
holders would have received had the holders' Series A Stock been converted into
Common Stock on the date of such event and had thereafter, during the period
from the date of such event to and including the conversion date, retained such
securities (together with any distributions payable thereon during such period)
receivable by them as aforesaid during such period, giving application to all
adjustments called for during such period under Section 3.2 with respect to the
rights of the holders of the Series A Stock.

        3.2.4 ADJUSTMENT FOR RECLASSIFICATION, EXCHANGE OR SUBSTITUTION

        If the Common Stock issuable upon the conversion of the Series A Stock
shall be changed into the same or different number of shares of any class or
classes of stock, by capital reorganization, involving exchange, substitution,
reclassification or otherwise (other than a subdivision or combination of shares
or stock dividend provided for above, or a reorganization, merger, consolidation
or sale of assets provided for below), then the holders of the shares of Series
A Stock shall have the right thereafter to convert each such share into the same
kind and 


                                                                         Page 12


<PAGE>   13
amount of shares of stock and other securities and property receivable upon such
exchange, reclassification or other change, as a holder of the number of shares
of Common Stock into which such shares of Series A Stock might have been
converted immediately prior to such substitution, reclassification or other
change, all subject to further adjustment as provided herein.

        3.2.5 REORGANIZATION, MERGER, CONSOLIDATION OR SALE OF ASSETS

        If at any time there shall be a capital reorganization of the Common
Stock (other than a subdivision, combination, reclassification or exchange of
shares provided for elsewhere in this Section 3.2) or a merger or consolidation
of the Corporation with or into another corporation, or the sale of all or
substantially all of the Corporation's properties and assets to any other
person, then, as a part of such reorganization, merger, consolidation or sale,
provision shall be made so that the holders of the Series A Stock shall
thereafter be entitled to receive upon conversion of such Series A Stock, the
number of shares of stock or other securities or property of the Corporation, or
of the successor corporation resulting from such reorganization, merger,
consolidation or sale, to which a holder of Common Stock deliverable upon
conversion would have been entitled upon such capital reorganization, merger,
consolidation or sale.

        3.2.6 CERTIFICATE OF ADJUSTMENT

        Upon the occurrence of each adjustment or readjustment of the Conversion
Rate of the Series A Stock pursuant to this Section 3.2, the Corporation shall
promptly compute such adjustment or readjustment in accordance with the terms
hereof and prepare and furnish to the holders of the Series A Stock, as
applicable, a certificate, signed by the Chairman of the Board, the President or
the Chief Financial Officer, setting forth such adjustment or readjustment and
showing in detail the facts upon which such adjustment or readjustment is based.

        3.2.7 FRACTIONAL SHARES

        The corporation shall not be obligated to deliver to holders of Series A
Stock any fractional share or shares of Common Stock issuable upon conversion of
such shares of Series A Stock, but in lieu thereof may make a cash payment in
respect thereof in any manner permitted by law.

        3.2.8 RESERVATION OF STOCK ISSUABLE UPON CONVERSION

        The Corporation shall at all times reserve and keep available, out of
its authorized but unissued Common Stock, solely for the purpose of effecting
the conversion of the Series A Stock, the full number of shares of Common Stock
deliverable upon the conversion of all shares of the Series A Stock from time to
time outstanding. The Corporation shall from time to time, in accordance with
the laws of the State of Nevada, use its best efforts to increase the authorized
amount of its Common Stock if at any time the authorized number of shares of
Common Stock remaining unissued shall not be sufficient to permit the conversion
of all of the shares of the Series A Stock at the time outstanding.


                                                                         Page 13


<PAGE>   14
                            SECTION 4. VOTING RIGHTS

4.1     VOTING RIGHTS OF SERIES A STOCK

        4.1.1 VOTING WITH COMMON STOCK

        The holders of Series A Stock shall be entitled to vote on all matters
submitted to a vote of the holders of Common Stock of the corporation, voting
together with the holders of Common Stock as one class except as otherwise
provided in this Section 4. Each share of the Series A Stock shall be entitled
to the number of votes equal to the number of shares of Common Stock into which
such share of Series A Stock could be converted on the record date for
determining the shareholders entitled to vote.

        4.1.2 VOTING AS A SEPARATE VOTING GROUP

        The holders of Series A Stock shall be entitled to vote as a separate
voting group with respect to (i) any of the transactions listed in Section 4.2
hereto, (ii) the creation of any senior or pari passu security, (iii) any
transaction constituting a deemed dividend under federal tax law or (iv) as
otherwise provided by law.

4.2     PROTECTIVE PROVISIONS OF SERIES A STOCK

        So long as 400,000 shares or more of the Series A Stock are outstanding
after the Filing Date, the Corporation shall not, without the vote or written
consent of the majority of the holders of the Series A Stock, do any of the
following:

        (a) authorize or issue any shares of stock with rights, including
liquidation preferences, superior to the Common Stock;

        (b) effect any sale, lease, assignment, transfer, or other conveyance of
all or substantially all of the assets of the Corporation or the sale, transfer
or license of intellectual property other than in the ordinary course of
business;

        (c) effect any consolidation or merger involving the Corporation;

        (d) effect any voluntary dissolution, liquidation, recapitalization,
reclassification or reorganization of the Corporation;

        (e) repurchase or redeem any equity securities, or pay any dividends or
other distributions on equity securities;

        (f) engage in any business other than the business currently conducted;

        (g) authorize or issue additional equity or options or warrants to
purchase additional equity to employees, consultants or directors;


                                                                         Page 14


<PAGE>   15
        (h) amend the Articles of Incorporation or Bylaws;

        (i) incur any indebtedness for borrowed money or enter into any capital
lease obligations which aggregate in excess of $25,000.

4.3     STATUS OF CONVERTED STOCK

        In case any shares of Series A Stock shall be converted pursuant to
Section 3.2 hereof, the shares so converted shall assume the status of
authorized but undesignated and unissued shares of Series A Stock.

4.4     NOTICES

        Any notice required herein except as otherwise specifically provided
herein, to be given to a holder of the Series A Stock shall be in writing and
may be delivered by personal service, sent by overnight professional courier
service, sent by telegraph or cable or sent by United States registered or
certified mail, return receipt requested, with postage thereon fully prepaid.
All such communications shall be addressed to such holder of record at its
address appearing on the books of the Corporation. If sent by telegraph or
cable, a confirmed copy of such telegraphic or cabled notice shall promptly be
sent by mail (in the manner provided above) to the holders. Service of any such
communication made only by mail shall be deemed complete on the date of actual
delivery as shown by the addressee's registry or certification receipt or at the
expiration of the third business day after the date of mailing, whichever is
earlier in time.

        RESOLVED FURTHER, that the Chairman of the Board, the President or any
Vice President and the Secretary or any Assistant Secretary of the Corporation
are each authorized to execute, verify and file a certificate of designation of
preferences of preferred stock in accordance with the General Corporation Law of
the State of Nevada.

        3. The authorized number of shares of preferred stock of the Corporation
is 10,000,000 shares, and the number of shares constituting Series A Convertible
Preferred Stock, none of which has been issued, is 4,500,000 shares.

                      [this space intentionally left blank]


                                                                         Page 15


<PAGE>   16
        IN WITNESS WHEREOF, the undersigned has executed this Certificate on
August 26, 1998.


                                      /s/ J. Peter Burke
                                    -------------------------------
                                          J. Peter Burke, President

                                      /s/ William H. Fleming
                                    -------------------------------
                                      William H. Fleming, Secretary

State of Oregon       )
                      )  ss.
County of Multnomah   )

        On August 26, 1998, personally appeared before me, a Notary Public,

                             J. Peter Burke                   , who acknowledged
------------------------------------------------------------
      Names of Persons Appearing and Signing Document

that he executed the above instrument.

                                      /s/ Athona G. Williamson
                                    -------------------------------
                                                Signature of Notary


(NOTARY STAMP OR SEAL)


                                                                         Page 16