**CERTIFICATE OF AMENDMENTOF SECOND RESTATED CERTIFICATE OF INCORPORATIONOF VISTA MEDICAL TECHNOLOGIES, INC.**

(Pursuant toSection 242 of the

Delaware General Corporation Law)

Vista Medical Technologies, Inc. (the “Corporation”),a corporation organized and existing under the General Corporation Law of theState of Delaware, by its duly authorized officers, does hereby certify:

FIRST:  Thatthe Board of Directors of the Corporation has determined that it is in the bestinterests of the Corporation and its stockholders to effect a reverse stocksplit (the “Reverse Split”) of the Corporation’s Common Stock at a ratio of 1share for  4 shares of CommonStock.  To this end, the Board ofDirectors has duly adopted resolutions (i) authorizing the Corporation toexecute and file with the Secretary of State of the State of Delaware anamendment of the Corporation’s Restated Certificate of Incorporation toreclassify, change, and convert each four (4) outstanding shares of theCorporation’s Common Stock, par value $0.01 per share, into one (1) share ofCommon Stock, par value $0.01 per share; and (ii) declaring such amendmentto be advisable for the Company and its stockholders and within the discretiongranted to the Board of Directors by the stockholders.

SECOND:  Thatthe stockholders of the Corporation have authorized and approved the ReverseSplit in accordance with Section 216 of the Delaware General Corporation Law.

THIRD:  Thatthe amendment was duly adopted in accordance with the provisions of Section 242of the Delaware General Corporation Law by the Board of Directors andstockholders of the Corporation.

FOURTH:  Thatthe capital of the Corporation shall not be reduced under or by reason of saidamendment.

FIFTH:  That at12:01 a.m. Eastern Time on August 17, 2001, this Certificate of Amendment ofSecond Restated Certificate of Incorporation shall become effective, and atsuch time section (A) of Article IV of the Second Restated Certificate ofIncorporation shall be amended such that, as amended, said section shall readin its entirety as follows:

                “(A)                This Corporation is authorizedto issue two classes of stock, denominated “Common Stock” and “PreferredStock.”  The Common Stock shall have apar value of $0.01 per share and the Preferred Stock shall have a par value of$0.01 per share.  The total number ofshares of Common Stock that this Corporation is authorized to issue isThirty-Five Million (35,000,000), and the total number of shares of PreferredStock that this Corporation is authorized to issue is Five Million (5,000,000),which shares of Preferred Stock shall be undesignated as to series.  Upon this amendment of this Article IV (the“Effective Time”), each four (4) shares of the Common Stock, par value $0.01per share, of the Corporation issued and outstanding or held in treasury shallbe reclassified as and changed into one (1) share of Common Stock, par value$0.01 per share, of the Corporation, without any action by the holdersthereof.  Each stockholder who, immediatelyprior to the Effective Time, owns a number of shares of Common Stock which isnot evenly divisible by four (4) shall, with respect to such fractionalinterest, be entitled to receive from the Corporation cash in an amount equalto such fractional interest multiplied by the sale price of the Common Stock aslast reported on The Nasdaq SmallCap Market on the day immediately prior to theEffective Time.”

            IN WITNESSWHEREOF, the Corporation has caused this Certificate of Amendment of SecondRestated Certificate of Incorporation to be executed by John R. Lyon, its ChiefExecutive Officer and President, this 14th day of August, 2001.

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|   | **VISTA MEDICAL TECHNOLOGIES, INC.**   |
|--------|----------------------------------------|
|   |                                   |
|   |                                   |
|   | By:                                    |   |
|   | John R. Lyon                           |
|   | Chief Executive Officer  and President |