<PAGE>

                   FOURTH RESTATED ARTICLES OF INCORPORATION
                                    OF
                       BIOMAGNETIC TECHNOLOGIES, INC.,
                         a California Corporation

     William L. Stephan and Eugene C. Hirschkoff certify that:

     1.  They are the Vice President and the Secretary, respectively, of 
Biomagnetic Technologies, Inc., a California corporation.

     2.  The Articles of Incorporation of said corporation shall be amended 
and restated to read in full as follows:

                                  ARTICLE I

         The name of the the corporation is BIOMAGNETIC TECHNOLOGIES, INC.

                                  ARTICLE II

         The purpose of the corporation is to engage in any lawful act or 
     activity for which a corporation may be organized under the General 
     Corporation Law of California other than the banking business, the trust 
     company business or the practice of a profession permitted to be 
     incorporated by the California Corporations Code.

                                  ARTICLE III

         The corporation elects to be governed by all the provisions of the 
     General Corporation Law (as added to the California Corporations Code 
     effective January 1, 1977, and as subsequently amended) not otherwise 
     applicable to this corporation under Chapter 23 of said General 
     Corporation Law.

                                  ARTICLE IV

         The corporation is authorized to issue only one class of shares of 
     Common Stock; and the total number of shares of Common Stock which this 
     corporation is authorized to issue is twenty-three million (23,000,000) 
     shares without par value.

<PAGE>

                                  ARTICLE V

         Section 1.  The liability of the directors of the corporation for 
     monetary damages shall be eliminated to the fullest extent permissible 
     under California law.

         Section 2.  This corporation is authorized to indemnify the 
     directors and officers of this corporation to the fullest extent 
     permissible under California law.

         Section 3.  The corporation is authorized to provide indemnification 
     of agents (as defined in Section 317 of the California Corporations 
     Code) through bylaw provisions, agreements with agents, vote of 
     shareholders or disinterested directors or otherwise, in excess of the 
     indemnification otherwise permitted by Section 317 of the California 
     Corporations Code, subject only to applicable limits set forth in 
     Section 204 of the California Corporations Code with respect to actions 
     for breach of duty to the corporation and its shareholders.

     3.  The foregoing amendment and restatement of Articles of Incorporation 
has been duly approved by the Board of Directors of said corporation.

     4.  The foregoing amendment and restatement of Articles of Incorporation 
has been duly approved by the holders of the requisite number of shares of 
said corporation in accordance with Section 903 of the California General 
Corporation Law. The total number of outstanding shares entitled to vote with 
respect to the foregoing amendment was 5,624,890 shares of stock. The number 
of shares voting in favor of the foregoing amendment and restatement equaled 
or exceeded the vote required, such required vote being a majority of the 
outstanding shares of stock.

     We declare under penalty of perjury under the laws of the State of 
California that the matters set forth in this Certificate are true and 
correct of our own knowledge.

Date: February 21, 1990



                                         /s/ William L. Stephan
                                         -----------------------------------
                                         William L. Stephan,
                                         Vice President


                                         /s/ Eugene C. Hirschkoff
                                         -----------------------------------
                                         Eugene C. Hirschkoff,
                                         Secretary

<PAGE>

                            CERTIFICATE OF AMENDMENT
                                        OF
                   FOURTH RESTATED ARTICLES OF INCORPORATION

     James. V. Schumacher and Peter L. Millikin hereby certify that:

     1.  They are the President and Chief Executive Officer and Secretary, 
respectively of Biomagnetic Technologies, Inc., a California corporation.

     2.  Article IV of the Fourth Restated Articles of Incorporation of this 
corporation is amended to read as follows:

         "The corporation is authorized to issue one (1) class of 
         stock to be designated "Common Stock." The total number of 
         shares which the corporation is authorized to issue is 
         Sixty Million (60,000,000) shares, of which all such 
         shares shall be Common Stock, without par value."

     3.  The foregoing amendment of Fourth Restated Articles of Incorporation 
has been duly approved by the board of directors.

     4.  The foregoing amendment of Fourth Restated Articles of 
Incorporation has been duly approved by the required vote of shareholders in 
accordance with Sections 902 and 903 of the California Corporations Code. The 
current total number of outstanding shares of the corporation is 10,027,697 
shares of Common Stock. The number of shares voting in favor of the amendment 
equaled or exceeded the vote required. The percentage vote required was more 
than 50 percent of all outstanding shares of Common Stock.

     We further declare under penalty of perjury under the laws of the State 
of California that the matters set forth in this certificate are true and 
correct of my own knowledge.

DATED: March 24, 1995

                                         /s/ James V. Schumacher
                                         -----------------------------------
                                         President and Chief Executive 
                                         Officer


                                         /s/ Peter L. Millikin
                                         -----------------------------------
                                         Secretary

<PAGE>


                            CERTIFICATE OF AMENDMENT
                                        OF
              FOURTH RESTATED ARTICLES OF INCORPORATION, AS AMENDED

     D. Scott Buchanan and Herman Bergman hereby certify that:

     1.  They are the President and the Secretary, respectively, of 
Biomagnetic Technologies, Inc., a California corporation (the "Corporation").

     2.  Article IV of the Fourth Restated Articles of Incorporation, as 
amended, (the "Articles") of the Corporation is amended to read as follows:

         "The corporation is authorized to issue one (1) class of 
         stock to be designated "Common Stock." The total number of 
         shares which the corporation is authorized to issue is One 
         Hundred Million (100,000,000) shares, of which all such 
         shares shall be Common Stock, without par value."

     3.  The foregoing amendment of the Articles has been duly approved by 
the board of directors.

     4.  The foregoing amendment of the Articles has been duly approved by 
the required vote of shareholders in accordance with Sections 902 and 903 of 
the California Corporations Code. The current total number of outstanding 
shares of the Corporation is 47,691,824 shares of Common Stock. The number of 
shares voting in favor of the amendment equaled or exceeded the vote 
required. The percentage vote required was more than 50 percent of all 
outstanding shares of Common Stock.

     We further declare under penalty of perjury under the laws of the State 
of California that the matters set forth in this certificate are true and 
correct of my own knowledge.

DATED: March 19, 1997

                                         /s/ D. Scott Buchanan
                                         -----------------------------------
                                         President


                                         /s/ Herman Bergman
                                         -----------------------------------
                                         Secretary