Exhibit 3.1
Vital Health Technologies, Inc.
Form 10-KSB
File No. 000-15243

                      AMENDED AND RESTATED
                  ARTICLES OF INCORPORATION OF
                    VITAL HEART SYSTEMS. INC.
                            ARTICLE 1
                              NAME

	The name of this corporation shall be Vital Health Technologies, Inc.

                            ARTICLE 2
                        REGISTERED OFFICE

     The location and post office address of the registered
office of the Corporation shall be 3085 Centre Pointe Dr. N.,
Roseville, MN 55113; or such other address as may be designated
from time to time by the Board of Directors.

                            ARTICLE 3
                            DURATION

     The duration of the Corporation shall be perpetual.

                            ARTICLE 4
                       PURPOSES AND POWERS

4.1  Purposes. The Corporation shall have general business
     purposes in accordance with the laws of the State of
     Minnesota.

4.2  Powers. The Corporation shall have and may exercise all the
     powers granted or available under the laws of the State of
     Minnesota and laws amendatory thereof and supplementary
     thereto, including all powers necessary or convenient to
     effect any or all of the business purposes for which the
     Corporation is incorporated.

                            ARTICLE 5
                             CAPITAL

5.1  Authorized Capital. The aggregate number of shares of stock
     which this corporation shall have the authority to issue is
     fifty million (50.000,000) shares, $.01 par value. and five
     million (5,000,000) shares of undesignated stock.

5.2  Terms of Undesignated Stock. In addition to, and not by way
     of limitation of, the powers granted to the Board of
     Directors by Minnesota Statutes, Chapter 302A the Board of
     Directors of the Corporation shall have the power and
     authority, with respect to the Undesignated stock:

     (a) To establish one or more than one class or series of
     shares of the Corporation, set forth the designation of
     classes or series of shares, and fix the relative rights and
     preferences of classes or series of shares.


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     (b)To fix or alter, from time to time, the price, voting
     rights, dividend rate and rights, time and price of
     redemption, liquidation rights and price, conversion rights,
     sinking fund or purchase fund rights, par value, and other
     terms and features of any class or series of shares,
     including the number of shares constituting any class or
     series.

5.3  Subscriptions,. Rights, Options and Conversions. In addition
     to, and not by way of limitation of, the powers granted to
     the Board of Directors by the laws of the State of Minnesota,
     and except as may be limited or restricted by such laws, the
     Board of Directors shall have the following authority and
     powers:

    (a) To accept or reject subscriptions for, authorize the
     issuance of, and issue shares and other securities of the
     Corporation and rights to purchase shares and other
     securities of the Corporation.

     (b) To establish, authorize the issuance of, and grant
     rights, warrants, and options entitling the holders thereof
     to purchase from the Corporation shares of any class or
     series, or bonds, notes, debentures, or other obligations
     convertible into shares of any class or series.

     (c) To establish, authorize the issuance of, and grant the
     right to convert any securities or rights to purchase
     securities of the Corporation into shares of any class or
     series.

     (d) To establish and fix the terms, provisions, conditions,
     limitations, restrictions, bases, prices, and other features
     of subscriptions, rights to purchase securities, warrants,
     options, and securities convertible into shares of the
     Corporation.

                            ARTICLE 6
                       SHAREHOLDER ACTION

6.1  Majority Vote The shareholders shall take action by the
     affirmative vote of the holders of the greater of (1) a majority
     of the voting power of the shares present and entitled to vote on
     that item of business, or (2) a majority of the voting power of
     the minimum number of shares entitled to vote that would
     constitute a quorum for the transaction of business at the
     meeting, except where the Articles of Incorporation or Bylaws of
     the Corporation, or the laws of the State of Minnesota, require a
     larger proportion or number.

6.2  Action Without Meeting Any action required or permitted to
     be taken at a meeting of the shareholders may be taken without a
     meeting by written action signed by all shareholders entitled to
     vote.

6.3  No Cumulative Voting There shall be no cumulative voting for
     directors.

6.4  No Pre-emptive Rights. No holder of any shares of the
     Corporation shall be entitled, as a matter of right, to purchase,
     subscribe for, or otherwise acquire, any new or additional shares
     of the Corporation of any class or series, or any options,
     warrants, or rights to purchase, subscribe for, or otherwise
     acquire, any such new or additional shares, or any shares, bonds,
     notes, debentures, or other securities convertible into or
     carrying options, wan-ants, or rights to purchase, subscribe for,
     or otherwise acquire any such new or additional shares.

                            ARTICLE 7
                          BOARD ACTION

7.1  Majority Vote The Board of Directors shall take action by the
     affirmative vote of a majority of directors present at a duly
     held meeting at which a quorum is present, except where the
     Articles of Incorporation or Bylaws of the Corporation, or
     the laws of the State of Minnesota, require a larger
     proportion or number

7.2  Action Without Meeting  Any action required or permitted to
     be taken at a meeting of the Board of Directors may be taken
     without a meeting by written action signed by all of the
     directors then in office.


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                            ARTICLE 8
                       DIRECTOR LIABILITY

No director of the Corporation shall be personally liable to the
Corporation or its shareholders for monetary damages for breach of
fiduciary duty by such director as a director; provided, however,
that this Article 8 shall note liminate or limit the liability of
a director to the extent provided by applicable law (i) for any
breach of the director's duty of loyalty to the Corporation or its
shareholders, (ii) for acts or omissions not in good faith or that
involve intentional misconduct or a knowing violation of law,
(iii) under Section 302A.559 or 80A.23 of Minnesota Statutes, or
(iv) for any transaction from which the director derived an
improper personal benefit. If the Minnesota Business Corporation
Act is hereafter amended to authorize the further elimination or
limitation of the liability of directors, then the liability of
directors of the Corporation, in addition to the limitation on
personal liability provided herein, shall be limited to the
fullest extent permitted by the amended Minnesota Business
Corporation Act. Any repeal or modification of this Article 8 by
the shareholders of the Corporation shall be prospective only, and
shall not adversely affect any limitation on the personal
liability of directors of the Corporation existing at the time of
such repeal or modification.

                            ARTICLE 9
                           AMENDMENTS

The Articles of Incorporation of the Corporation may be amended by
the affirmative vote of the holders of a majority of the voting
power of the shares present and entitled to vote on that item of
business at a meeting of shareholders at which a quorum is present
in person or by proxy.

                           ARTICLE 10
                             BY-LAWS

The power to adopt, amend, and repeal By-Laws of the Corporation
shall be vested in the Board of Directors of the Corporation.

         ADOPTED AND APPROVED BY THE BOARD OF DIRECTORS
              AND THE SHAREHOLDERS OF THE COMPANY.

The foregoing Amended and Restated Articles of Incorporation have
been approved pursuant to chapter 302A, Minnesota Statutes. I
certify that I am authorized to execute this document and I
further certify that I understand that, by signing this document,
I am subject to the penalties of perjury as set forth in section
609.48 as if I had signed this document under oath.


                                  /s/William Kieger
                                  Signature of Authorized Personal

                                                STATE OF MINNESOTA
                                                             FILED
                                                      SEP 26, 2000

                                               /s/ Mary Kiffeneyer
                                                Secretary of State



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