**EXHIBIT 3.1**

 

 

**SEVENTH AMENDED AND RESTATED ARTICLES OF INCORPORATIONOF4-D NEUROIMAGING,a California corporation**

 

 

Theundersigned certify that they are the President and Secretary respectively of4-D NEUROIMAGING, a California corporation.

 

The articlesof incorporation of this corporation are amended and restated to read asfollows:

 

 

**ARTICLE I**

 

The name of the corporation is 4-D Neuroimaging.

 

**ARTICLE II**

 

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

 

**ARTICLE III**

 

Thecorporation elects to be governed by all the provisions of the GeneralCorporation Law (as added to the California Corporations Code effective January1, 1977, and as subsequently amended) not otherwise applicable to thiscorporation under Chapter 23 of said General Corporation Law.

 

**ARTICLE IV**

 

Thecorporation is authorized to issue one (1) class of stock to be designated“Common Stock.”  The total number ofshares which the corporation is authorized to issue is Five Hundred Million(500,000,000) shares, of which all such shares shall be Common Stock, withoutpar value.

 

**ARTICLE V**

 

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

 

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

 

Section 3. The corporation is authorized to provide indemnification of agents (asdefined in Section 317 of the California Corporations Code) through bylawprovisions, agreements with agents, vote of shareholders or disinteresteddirectors or otherwise, in excess of the indemnification otherwise permitted bySection 317 of the California Corporations Code, subject only to the applicablelimits set forth in Section 204 of the California Corporations Code withrespect to actions for breach of duty to the corporation and its shareholders.

 

The foregoingamendment and restatement of the Articles of Incorporation has been dulyapproved by the board of directors.

 

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The foregoingamendment of the Articles of Incorporation has been duly approved by theholders of the requisite number of shares of said corporation in accordancewith California Corporations Code Sections 902 and 903.  The total number of outstanding sharesentitled to vote with respect to the foregoing amendment was 220,338,589 sharesof Common Stock.  The number of sharesvoting in favor of the foregoing amendment equaled or exceeded the voterequired, such required vote being a majority of the outstanding shares ofCommon Stock.

 

We declareunder penalty of perjury under the laws of the State of California that thematters set forth in this Certificate are true and correct as of our ownknowledge.

 

Executedthis  21st  day of March, 2003, at San Diego,California.

 
|   |   /s/ D. Scott Buchanan    |   |
|--------|---------------------------------|--------|
|   | D. Scott  Buchanan              |   |
|   | President                       |   |
|   |                            |   |
|   |                            |   |
|   |   /s/ Eugene C. Hirschkoff |   |
|   | Eugene C.  Hirschkoff           |   |
|   | Secretary                       |   |

 

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