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                                                                     EXHIBIT 3.1


                             AMENDED AND RESTATED

                         CERTIFICATE OF INCORPORATION

                                      OF

                                CARESIDE, INC.
                                ______________

          The Board of Directors of Careside, Inc. (the "Corporation") having
proposed this Amended and Restated Certificate of Incorporation pursuant to
Sections 242 and 245 of the Delaware General Corporation Law ("DGCL"), and the
majority of stockholders of the Corporation having given their consent hereto,
and written notice of such consent has been provided, all in accordance with
Sections 228, 242 and 245 of the DGCL, the Corporation's original Certificate of
Incorporation filed with the Delaware Secretary of State on July 10, 1996 under
the name Exigent Diagnostics, Inc., is hereby amended and restated in its
entirety as follows:

          FIRST.  The name of this corporation is:

                                CARESIDE, Inc.

          SECOND.  The registered office in the State of Delaware is located at
1201 Market Street, Suite 1600, in the City of Wilmington, County of New Castle
19801, and its registered agent at such address is PHS Corporate Services, Inc.

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

          FOURTH.  The total number of shares of all classes of stock which the
corporation shall have the authority to issue is:

          Fifty Million (50,000,000) shares of Common Stock, $0.01 par value per
share; and

          Five Million (5,000,000) shares of Preferred Stock, $0.01 par value
per share.

          FIFTH. The Board of Directors is authorized, subject to limitations
prescribed by law and the provisions of Article FOURTH, to provide for the
issuance from time to time of the shares of Preferred Stock in one or more
series, and by filing a certificate pursuant to the applicable law of the State
of Delaware, to establish from time to time the number of shares to be included
in a series, and to fix the designation, powers, preferences and rights of the
shares of
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such series, which may be different from the designations, powers, preferences
and rights of shares of any other series, and the qualifications, limitations or
restrictions thereof.

          The authority of the Board with respect to such series shall include,
but not be limited to, determination of the following:

               a.  The number of shares constituting such series and the
distinctive designation of such series;

               b.  The dividend rate on the shares of such series, whether
dividends shall be cumulative, and, if so, from which date or dates, and the
relative rights of priority, if any, of payment of dividends on shares of such
series;

               c.  Whether such series shall have voting rights, in addition to
the voting rights provided by law, and, if so, the terms of such voting rights;

               d.  Whether such series shall have conversion privileges, and, if
so, the terms and conditions of such conversion, including provision for
adjustment of the conversion rate in such events as the Board of Directors shall
determine;

               e.  Whether or not the shares of such series shall be redeemable,
and, if so, the term and conditions of such redemption, including the date or
date upon or after which they shall be redeemable, and the amount per share
payable in case of redemption, which amount may vary under different conditions
and at different redemption dates;

               f.  Whether such series shall have a sinking fund for the
redemption or purchase of shares of such series, and, if so, the terms and
amount of such sinking fund;

               g.  The rights of the shares of such series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, and the relative rights of priority, if any, of payment of shares
of such series;

               h.  Any other relative rights, preferences and limitations of
such series.

          Dividends on outstanding shares of Preferred Stock shall be paid or
declared and set apart for payment before any dividends shall be paid or
declared and set apart for payment on the common shares with respect  to the
same dividend period.

          If upon any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, the assets available for distribution to holders
of shares of Preferred Stock of all series shall be insufficient to pay such
holders the full preferential amount to which they are entitled, then such
assets shall be distributed ratably among the shares of all series of Preferred

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Stock in accordance with the respective preferential amounts (including unpaid
cumulative dividends, if any) payable with respect thereto.

          SIXTH.  The election of directors need not be by written ballot,
unless the By-laws so provide.

          SEVENTH.  The Board of Directors shall be classified as follows:

               (a) The number of directors constituting the entire Board shall
be not less than six nor more than ten (10) or, if a majority of the Board of
Directors so determines, twelve (12), as fixed from time to time by vote of a
majority of the entire Board, provided, however, that the number of directors
shall not be reduced so as to shorten the term of any director at the time in
office. Directors need not own any shares of capital stock of the Corporation.

               (b) The Board of Directors shall be divided into three classes,
as nearly equal in numbers as the then total number of directors constituting
the entire Board permits with the term of office of one class expiring each
year. The term of office of those directors in the first class shall expire at
the next succeeding annual meeting, in the second class shall expire at the
second succeeding annual meeting and in the third class at the third succeeding
annual meeting. At each annual meeting of Stockholder's the successors to the
class of directors whose term shall then expire shall be elected to hold office
for a term expiring at the third succeeding annual meeting. Any vacancies in the
Board of Directors for any reason, and any directorships resulting from any
increase in the number of directors, may be filled by the Board of Directors,
acting by a majority of the directors then in office, although less than a
quorum, and any directors so chosen shall hold office until the next election of
the class for which such directors shall have been chosen and until their
successors shall be elected and qualified. Notwithstanding the foregoing, and
except as otherwise required by law, whenever the holders of any one or more
series of Preferred Stock shall have the right, voting separately as a class, to
elect one or more directors of the Corporation, the terms of the director or
directors elected by such holders shall expire at the next annual meeting of
Stockholders held more than twelve months following election of such director.

               (c) Notwithstanding any other provisions of this Certificate of
Incorporation or the By-laws of the Corporation (and notwithstanding the fact
that some lesser percentage may be specified by law, this Certificate of
Incorporation or the By-laws of the Corporation), any director or the entire
Board of Directors of the Corporation may be removed at any time, but only for
cause and only by the affirmative vote of the holders of 80% or more of the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors (considered for this purpose as one
class) cast at a meeting of the Stockholders called for that purpose.

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          Notwithstanding any other provisions of this Amended and Restated
Certificate of Incorporation or any provision of law which might otherwise
permit a lesser vote or no vote, but in addition to any affirmative vote of the
holders of any particular class or series of capital stock required by law, this
Amended and Restated Certificate of Incorporation or any preferred stock
designation, the affirmative vote of at least 75% of the voting power of all of
the then-outstanding shares of capital stock of the Corporation, voting together
as a single class, shall be required to alter, amend or repeal this Section (c)
of Article SEVENTH.

          EIGHTH.  No action required to be taken or which may be taken at any
annual or special meeting of stockholders of the Corporation may be taken
without a meeting, and the power of stockholders to consent in writing, without
a meeting, to the taking of any action is specifically denied.

          NINTH.  Special meeting of stockholders may be called at any time by a
majority of Board of Directors or the Chairman and Chief Executive Officer of
the Corporation.  At any time, upon the written request of any person who has
called a special meeting, it shall be the duty of the Secretary to fix the time
and place of the meeting, which shall be held not more than 60 days after
receipt of the request.  If the Secretary neglects or refuses to fix the time or
place of the meeting, the person or persons calling the meeting may do so.

          TENTH.   All of the powers of this Corporation, insofar as the same
may be lawfully vested by this Certificate of Incorporation in the Board of
Directors, are hereby conferred upon the Board of Directors of this Corporation.
In furtherance and not in limitation of that power the Board of Directors shall
have the power to make, adopt, alter, amend and repeal from time to time By-laws
of this Corporation, subject to the right of the stockholders entitled to vote
with respect thereto adopt, alter, amend and repeal By-laws made by the Board of
Directors; provided, however, that By-laws shall not be adopted, altered,
amended or repealed by the stockholders of the Corporation except by the vote of
the holders of not less than eighty percent (80%) of the outstanding shares of
stock entitled to vote upon the election of directors.

          ELEVENTH.  The Corporation shall indemnify and advance expenses to the
fullest extent permitted by Section 145 of the General Corporation Law of
Delaware ("DGCL"), as amended from time to time, to each person who is or was a
director or officer of the Corporation and the heirs, executors and
administrators of such a person. Any expenses (including attorneys' fees)
incurred by each person who is or was a director or officer of the Corporation,
and the heirs, executors and administrators of such a person in connection with
defending any such proceeding in advance of its final disposition shall be paid
by the Corporation; provided, however, that if the DGCL requires, an advancement
of expenses incurred by an indemnitee in his capacity as a director or officer
(and not in any other capacity in which service was or is rendered by such
indemnitee, including, without limitation, service to an employee benefit plan)
shall be made only upon delivery to the Corporation of an undertaking by or on
behalf of such indemnitee, to repay all amounts so advanced, if it shall
ultimately be determined that such indemnitee is not entitled to be indemnified
for such expenses under this

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Article or otherwise. Notwithstanding the aforementioned indemnification
provisions, the Corporation may, at the discretion of the Chief Executive
Officer of the Corporation, enter into indemnification agreements with directors
or officers.

          TWELFTH.  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 in the
application of any receiver or receivers appointed for this corporation under
the provisions of Sec. 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 Sec. 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,
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 claims 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.

          THIRTEENTH.  The books of the Corporation may be kept (subject to any
provision contained in the statutes) 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.

          FOURTEENTH. The personal liability of the directors of the Corporation
is hereby eliminated to the fullest extent permitted by Section 102(b)(7) of the
DGCL, as the same may be amended and supplemented.

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          IN WITNESS WHEREOF, the undersigned has executed this Amended and
Restated Certificate of Incorporation on this 18th day of June, 1999.


                              /s/ W. Vickery Stoughton
                              ------------------------------------------
                                    W. Vickery Stoughton
                                    Chairman and Chief Executive Officer

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