CERTIFICATE OF INCORPORATION
                                       OF
                            XENOGEN TECHNOLOGY, INC.
                            (a Delaware corporation)

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      The  undersigned,  in order to form a corporation  pursuant to the General
Corporation Law of the State of Delaware, does hereby certify as follows:

            FIRST:      The name of the corporation is Xenogen Technology, Inc.

            SECOND:     The address of the registered  office of the corporation
                        in  the   state  of   Delaware   is  the   Prentice-Hall
                        Corporation  System,  Inc., 32 Loockerman Square,  Suite
                        L-100, in the City of Dover,  County of Kent 19901.  The
                        name  of its  registered  agent  at the  address  is The
                        Prentice-Hall Corporation System, Inc.

            THIRD:      The  purpose  of the  corporation  is to  engage  in any
                        lawful  act or  activity  for which  corporation  may be
                        organized under the General Corporation Law of the State
                        of Delaware.

            FOURTH:     The total  number of  shares  of all  classes  which the
                        corporation is authorized to have  outstanding is Twenty
                        One Million  (21,000,000)  shares of which stock  Twenty
                        Million  (20,000,000)  shares  in the par value of $.001
                        each,  amounting  in the  aggregate  to Twenty  Thousand
                        Dollars ($20,000) shall be common stock and of which One
                        Million  (1,000,000)  shares  in the par  value of $.001
                        each, amounting in the aggregate to One Thousand Dollars
                        ($1,000)  shall  be  preferred  stock.  The  holders  of
                        preferred stock shall have such rights, preferences, and
                        privileges as may be  determined,  prior to the issuance
                        of such shares, by the board of directors.

            FIFTH:      Election of directors at an annual or special meeting of
                        stockholders  need not be by written  ballot  unless the
                        bylaws of the corporation shall otherwise  provide.  The
                        number  of  directors  of the  corporation  which  shall
                        constitute the whole board of directors shall be such as
                        from  time to time  shall be  fixed by or in the  manner
                        provided in the bylaws.

            SIXTH:      In   furtherance   and  not  limitation  of  the  powers
                        conferred   by  statute,   the  board  of  directors  is
                        expressly  authorized to make, repeal,  alter, amend and
                        rescind the bylaws of the corporation.

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            SEVENTH:    A director of the  corporation  shall not be  personally
                        liable for monetary  damages to the  corporation  or its
                        stockholders  for  breach  of any  fiduciary  duty  as a
                        director, except for liability (i) for any 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 a
                        knowing violation of law; (iii) under Section 174 of the
                        Delaware  General   Corporation  Law  of  (iv)  for  any
                        transaction from which the director derives and improper
                        personal benefit.

            EIGHTH:     A director  or officer of the  corporation  shall not be
                        disqualified  by his  or  her  office  from  dealing  or
                        contracting with the corporation as a vendor, purchaser,
                        employee,  agent or otherwise. No transaction,  contract
                        or act of the  corporation  shall be void or voidable or
                        in any way affected or invalidated by reason of the fact
                        that any  director  or officer of the  corporation  is a
                        member of any firm, a  stockholder,  director or officer
                        of any  corporation  or  trustee or  beneficiary  of any
                        trust that is in any way interested in such transaction,
                        contract  or  act.  No  director  or  officer  shall  be
                        accountable or responsible to the  corporation for or in
                        respect  to  any  transaction,  contract  or  act of the
                        corporation  or for  any  gain  or  profit  directly  or
                        indirectly  realized by him or her by reason of the fact
                        that  he or she  or any  firm  in  which  he or she is a
                        member  or  any  corporation  of  which  he  or  she  is
                        stockholder, director, or officer, or any trust of which
                        he or she is a trustee, or beneficiary, is interested in
                        such transaction, contract or act provided the fact that
                        such  director  or officer  or such  firm,  corporation,
                        trustee or beneficiary  of such trust,  is so interested
                        shall  have been  disclosed  or shall have been known to
                        the  members of the board of  directors  which  shall be
                        present  at  any  meeting  at  which  action  upon  such
                        contract,  transaction or act shall have been taken. Any
                        director may be counted in determining  the existence of
                        a quorum at any  meeting  of the board of  directors  as
                        shall  authorize  or take  action in respect to any such
                        contract,  transaction  or act,  and may vote thereat to
                        authorize,   ratify  or  approve   any  such   contract,
                        transaction  or act, and any officer of the  corporation
                        may  take  any  action  within  the  scope of his or her
                        authority,  respecting such contract, transaction or act
                        with like  force and  effect as if he or she or any firm
                        of which her or she is a member,  or any  corporation of
                        which her or she is a stockholder,  director or officer,
                        or  any  trust  of  which  he or  she  is a  trustee  or
                        beneficiary,  were not  interested in such  transaction,
                        contract  or act.  Without  limiting or  qualifying  the
                        foregoing,  if in any judicial or other  inquiry,  suit,
                        cause or proceeding,  the question of whether a director
                        or officer of the corporation has acted in good faith is
                        material, and notwithstanding any statute or rule of law
                        or equity to the  contrary  (if any there be) his or her
                        good faith  shall be presumed in the absence of proof to
                        the contrary by clear and convincing evidence.

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            NINTH:      Whenever a compromise or arrangement is proposed between
                        the  corporation  and its creditors or any class of them
                        and/or between the corporation  and its  stockholders or
                        any class of them,  any court or equitable  jurisdiction
                        within the State of Delaware may, on the  application in
                        a summary way of the  corporation  or of any creditor or
                        stockholder   thereof  or  on  the  application  of  any
                        receiver  or  receivers  appointed  for the  corporation
                        under the  provisions  of sectoin  291 of Title 8 of the
                        Delaware  Code  or on the  application  of  trustees  in
                        dissolution  or of any receiver or  receivers  appointed
                        for the 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   the
                        corporation,  as the case may be, to be summoned in 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   the
                        corporation, as the case may be, agree to any compromise
                        or  arrangement  and  to  any   reorganization  of  this
                        corporation  as   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  the
                        corporation,  as  the  case  may  be,  and  also  on the
                        corporation.

            TENTH:      The  corporation  reserves the right to amend and repeal
                        any   provision   contained  in  this   certificate   of
                        Incorporation  in the manner  prescribed  by the laws of
                        the State of Delaware.  All rights herein  conferred are
                        granted subject to this reservation.

            ELEVENTH:   The  incorporator  is Jehu Hand whose mailing address is
                        29691 Monarch Drive, San Juan Capistrano 92672.

      I, the undersigned,  being the incorporator,  for the purpose of forming a
corporation  under the laws of the State of  Delaware  do make,  file and record
this Certificate of  Incorporation,  do certify that the facts herein stated are
true, and, accordingly, have hereunto set my hand this 3rd day of March 1992.


                                            /s/ Jehu Hand
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                                            Jehu Hand
                                            Incorporator