CERTIFICATE OF AMENDMENT TO THE

                         CERTIFICATE OF INCORPORATION OF

                                  ASTRALIS LTD.

      It is hereby certified that:

      1. The Certificate of Incorporation of the Corporation is hereby amended
by striking out the first sentence of Article 4(a) thereof and by substituting
in lieu of said sentence the following new sentence:

      "The total number of shares of stock which the corporation shall have
authority to issue is 153,000,000 shares as follows: (i) 150,000,000 shares
shall be designated as common stock, par value $.0001 per share; and (ii)
3,000,000 shares shall be designated as preferred stock, par value $.001 per
share."

      2. The amendment of the Certificate of Incorporation herein certified has
been duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

      3. The effective time of the amendments herein certified shall be the date
of filing of this Certificate of Amendment.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be duly executed in its corporate name on this 15th day of
December, 2003.

                                                ASTRALIS LTD.


                                                By:  /s/ Mike Ajnsztajn
                                                -------------------------------
                                                Name:   Mike Ajnsztajn
                                                Title:  Chief Executive Officer


<PAGE>


              CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS

                                       OF

                      SERIES A CONVERTIBLE PREFERRED STOCK

                                       OF

                                 ASTRALIS LTD.
                        (Pursuant to Section 151 of the
                       Delaware General Corporation Law)

      Astrails Ltd., a corporation organized and existing under the laws of the
State of Delaware (the "Corporation"), hereby certifies that, pursuant to
authority vested in the Board of Directors of the Corporation by Article 4 of
the Certificate of Incorporation of the Corporation, as amended to date (the
"Certificate of Incorporation"), the following resolution was adopted as of
December 6, 2001 by the Board of Directors of the Corporation pursuant to
Section 141 of the Delaware General Corporation Law:

      "WHEREAS, pursuant to authority vested in the Board of Directors of the
Corporation by Article 4 of the Corporation's Certificate of Incorporation, as
amended to date, and in accordance with the provisions of Section 141 of the
Delaware General Corporation Law, of the total outstanding number of 3,000,000
shares of Preferred Stock, par value $0.001 per share of the Corporation, a
series of Convertible Preferred Stock of the Corporation is established,
consisting of 2,000,000 shares to be designated "Series a Convertible Preferred
Stock" (hereinafter called the "Convertible Preferred Stock"); the Board of
Directors be and hereby is authorized to issue such shares of Convertible
Preferred Stock from time to time and for such consideration and on such terms
as the Board of Directors shall determine; and subject to the limitations
provided by law and by the Certificate of Incorporation, the powers,
designations, preferences and other special rights, and qualifications,
limitations or restrictions upon, shall be as follows:

1.    Dividends

      The holders of Convertible Preferred Stock shall be entitled to receive
out of funds that are legally available therefore when, as and if declared by
the Board of Directors noncumulative cash dividends (the "Dividends") at the
applicable dividend rate (the "Applicable Dividend Rate"), which shall be the
greater of (1) six percent of the Preferred Share Purchase Price, per share of
Convertible Preferred Stock or, (2) the amount that such holders would have been
entitled to receive per share of Convertible Preferred Stock had such holders
converted their shares of Convertible Preferred Stock to Common Stock
immediately prior to the record date for the payment of a dividend or other
distribution to the holders of Common Stock. The "Preferred Share Purchase
Price" means $10.00 per

<PAGE>

share of Convertible Preferred Stock adjusted to reflect the occurrence of any
stock split, stock dividend, stock combination, stock subdivision or similar
recapitalization affecting such shares of Convertible Preferred Stock. So long
as any shares of Convertible Preferred Stock shall remain outstanding, no
dividend, whether in cash or property, shall be paid or declared, nor shall any
other distribution be made, on shares of Common Stock or any equity security
having a preferential right to dividends ranking junior to the rights of the
Convertible Preferred Shares until all declared and unpaid dividends on the
shares of Convertible Preferred Stock have been paid. No dividends shall be
declared on the Common Stock or any equity security having a preferential right
to dividends ranking junior to the rights of the Convertible Preferred Stock
(other than dividends payable in Common Stock for which an adjustment is made
pursuant to Section 3.4.1 hereof) unless and until a dividend in an amount equal
to or greater than the dividend declared on the Common Stock or such equity
security shall have been paid to, or declared and a sum sufficient for the
payment thereof set apart for, the Convertible Preferred Stock. For purposes of
this provision, dividends shall be computed on an as-converted basis.

2.    Liquidation and Sale of Control

      2.1   Liquidation

            Upon any liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary (each a "Liquidation Event"), the holders of
the shares of Convertible Preferred Stock shall be entitled, before any
distribution or payment is made upon any Common Stock or any other equity
security of the Corporation that ranks junior to the Convertible Preferred Stock
with respect to payment upon liquidation, to be paid an amount per share of
Convertible Preferred Stock held by such holder equal to the sum of the
Preferred Share Purchase Price plus the amount computed at a rate of six
percent of the Preferred Share Purchase Price per annum (or a proportional part
thereof for a portion of a year) commencing as of the date the particular shares
of Convertible Preferred Stock are issued (such date to be referred to as the
"Applicable Issue Date" and such amount to be paid upon a Liquidation Event to
be referred to as the "Sale of Control Preference"). If upon such Liquidation
Event, the assets to be distributed among the holders of Convertible Preferred
Stock of the Corporation shall be insufficient to permit payment to the holders
of Convertible Preferred Stock of the full amount of the aggregate Liquidation
Preference, then the entire assets of the Corporation to be so distributed shall
be distributed to the holders of Convertible Preferred Stock. Upon any such
Liquidation Event after the holders of Convertible Preferred Stock shall have
been paid in full the Liquidation Preference, the remaining net assets of the
Corporation shall be distributed pro rata to the holders of Convertible
Preferred Stock (treated on an as if-converted basis) and the holders of Common
Stock. Written notice of such Liquidation Event, stating a payment date, the
amount of the Liquidation Preference and the place where said sums shall be
payable shall be given by mail, postage prepaid, not less than 20 or more than
60 days prior to the payment date stated therein, to the holders of record of
the Convertible Preferred Stock and the Common Stock, such notice to be
addressed to each shareholder at his post office address as shown by the records
of the Corporation.

                                       2
<PAGE>

      2.2   Sale of Control

            A consolidation, merger or amalgamation of the Corporation into or
with any other corporation or corporations including by way of transfer or
assignment by shareholders of shares of the Corporation or the transfer of all
or substantially all of the assets of the Corporation in any single transaction
or a series of related transactions, in each case under circumstances in which
the holders of a majority in voting power of the outstanding Common Stock of the
Corporation, immediately prior to such a merger, consolidation or sale, own less
than a majority in voting power of the outstanding capital stock of the
Corporation or the surviving or resulting Corporation or acquirer, as the case
may be, immediately following such a merger, consolidation, amalgamation or sale
shall hereinafter be referred to as a "Sale of Control Event". Unless waived in
writing by the holders of two thirds of the outstanding shares of Convertible
Preferred Stock, upon a Sale of Control Event the holders of the shares of
Convertible Preferred Stock shall be entitled, before any distribution or
payment is made upon any Common Stock or any other equity security of the
Corporation that ranks junior to the Convertible Preferred Stock with respect to
payment upon liquidation, to be paid an amount per share of Convertible
Preferred Stock held by such holder equal to the sum of the Preferred Share
Purchase Price plus the amount computed at a rate of 30 percent of the Preferred
Share Purchase Price per annum (or a proportional part thereof for a portion of
a year) commencing as of the Applicable Issue Date (such amount to be paid upon
a Sale of Control Event to be referred to as the "Sale of Control Preference").
If upon such Sale of Control Event the assets to be distributed among the
holders of Convertible Preferred Stock of the Corporation shall be insufficient
to permit payment to the holders of Convertible Preferred Stock of the full
amount of the aggregate Sale of Control Preference, then the entire assets of
the Corporation to be so distributed shall be distributed to the holders of
Convertible Preferred Stock. Written notice of such Sale of Control Event,
stating a payment date, the amount of the Sale of Control Preference and the
place where said sums shall be payable shall be given by mail, postage prepaid,
not less than 20 or more than 60 days prior to the payment date stated therein,
to the holders of record of the Convertible Preferred Stock and the Common
Stock, such notice to be addressed to each shareholder at his post office
address as shown by the records of the Corporation.

3.    Conversion

      3.1   Holders' Right to Convert

            Subject to the terms and conditions of this Section 3, the holder of
any share or shares of Convertible Preferred Stock shall have the right, at its
option at any time to convert any such shares of Convertible Preferred Stock
into such number of fully paid and nonassessable whole shares of Common Stock as
is obtained by multiplying the number of shares of Convertible Preferred Stock
so to be converted by the Preferred Share Purchase Price (plus any declared but
unpaid dividends on such shares of Convertible Preferred Stock) and dividing the
result by the Conversion Price in effect at the date any share or shares of
Convertible Preferred Stock are surrendered for conversion; provided, however
that the minimum number of such shares of Convertible Preferred Stock to be
converted at

                                       3

<PAGE>

any one time shall be 100,000, adjusted to reflect the occurrence of any stock
split, stock dividend, stock combination, stock subdivision or similar
recapitalization affecting such shares of Convertible Preferred Stock. The price
that shall be used for calculating the number of shares of Common Stock that
shall be delivered upon conversion of the Convertible Preferred Stock shall
initially be $2.50 per share, and shall be adjusted or reset in accordance with
this Section 3 (such price, as last adjusted or reset, being referred to herein
as the "Conversion Price"). Such rights of conversion shall be exercised by the
holder thereof by giving written notice that the holder elects to convert a
stated number of shares of Convertible Preferred Stock into Common Stock, and by
surrender of a certificate or certificates for the shares so to be converted to
the Corporation at its principal office (or such other office or agency of the
Corporation as the Corporation may designate by notice in writing to the holder
or holders of the Convertible Preferred Stock) at any time during its usual
business hours on the date set forth in such notice, together with a statement
of the name or names (with address), subject to compliance with applicable laws
to the extent such designation shall involve a transfer, in which the
certificate or certificates for shares of Common Stock, shall be issued.

      3.2   Issuance of Certificates; Time Conversion Effected

            In the case of conversion pursuant to Section 3.1, promptly after
the receipt by the Corporation of the written notice referred to in Section 3.1
and surrender of the certificate or certificates for the share or shares of the
Convertible Preferred Stock to be converted, or in the case of conversions
pursuant to Section 3.8 and 3.9 after surrender of the certificate or
certificates for the share or shares of the Convertible Preferred Stock to be
converted and on the date immediately following the date such conversion shall
be deemed to have been effected (as set forth below), the Corporation shall
issue and deliver, or cause to be issued and delivered, to the holder,
registered in such name or names as such holder may direct, subject to
compliance with applicable laws to the extent such designation shall involve a
transfer, a certificate or certificates for the number of whole shares of Common
Stock issuable upon the conversion of such share or shares of Convertible
Preferred Stock. To the extent permitted by law, such conversion shall be deemed
to have been effected and the Conversion Price shall be determined as of the
close of business on (i) in the case of conversions pursuant to Section 3.1, the
date on which such written notice shall have been received by the Corporation
and the certificate or certificates for such shares shall have been surrendered
as aforesaid, (ii) in the case of conversions pursuant to Section 3.8, the date
on which the Qualified Public Offering is consummated, and (iii) in the case of
conversions pursuant to Section 3.1, the conversion date specified in the
written notice referred to in Section 3.11. At such time the rights of the
holder of such share or shares of Convertible Preferred Stock shall cease
(provided, however, that holders of shares of Convertible Preferred Stock at the
close of business on a record date for any payment of Dividends shall be
entitled to receive the Dividend payable on such shares notwithstanding the
conversion of such shares following such record date and before such Dividends
have been paid) and the person or persons in whose name or names any certificate
or certificates for shares of Common Stock shall be issuable upon such
conversion shall be deemed to have become the holder or holders of record of the
shares of Common Stock represented thereby.

                                       4


<PAGE>

      3.3   Fractional Shares: Partial Conversion

            No fractional shares shall be issued upon conversion of the
Convertible Preferred Stock into Common Stock, and the number of shares of
Common Stock to be issued shall be rounded to the nearest whole share. In case
the number of shares of Convertible Preferred Stock represented by the
certificate or certificates surrendered pursuant to Sections 3.1 or 3.9 exceeds
the number of shares converted, the Corporation shall upon such conversion,
execute and deliver to the holder thereof, at the expense of the Corporation, a
new certificate for the number of shares of Convertible Preferred Stock
represented by the certificate or certificates surrendered which are not to be
converted.

      3.4   Adjustment of Conversion Price

            The Conversion Price shall be subject to adjustments from time to
time as follows:

            3.4.1 In case the Corporation shall pay or make a dividend or other
            distribution on shares of any class of capital stock payable in
            shares of Common Stock, the Conversion Price in effect at the
            opening of business on the day following the date fixed for the
            determination of shareholders entitled to receive such dividend or
            other distribution shall be decreased by multiplying such Conversion
            Price by a fraction of which (i) the numerator shall be the number
            of shares of Common Stock outstanding at the close of business on
            the date fixed for such determination and (ii) the denominator shall
            be the sum of such number of shares and the total number of shares
            constituting such dividend or other distribution, such decrease to
            become effective immediately after the opening of business on the
            day following the date fixed for such determination. If, after any
            such date fixed for determination, any dividend or distribution is
            not in fact paid, the Conversion Price shall be immediately
            readjusted, effective as of the date the Board of Directors
            determines not to pay such dividend or distribution, to the
            Conversion Price that would have been in effect if such
            determination date had not been fixed. For the purposes of this
            Section 3.4.1 the number of shares of Common Stock at any time
            outstanding shall not include shares held in the treasury of the
            Corporation. The Corporation will not pay any dividend or make any
            distribution on shares of Common Stock held in the treasury of the
            Corporation.

            3.4.2 In case the Corporation shall in any manner issue or grant
            (whether directly or by assumption in a merger or otherwise, other
            than upon a consolidation or merger to which Section 3.5 applies)
            rights, options, warrants, exchangeable securities or convertible
            securities (each referred to herein as "rights") to any person
            entitling such person to subscribe for or purchase shares of Common
            Stock at a price per share less than the Conversion Price, on the
            date fixed for the determination of person is entitled

                                        5


<PAGE>

            to receive such Rights (other than any Rights that by its terms will
            also be issued to any holder upon conversion of a Preferred Share
            into shares of Common Stock without any action required by the
            Corporation or any other Person), the Conversion Price in effect at
            the opening of business on the day following the date fixed for such
            determination shall be decreased by multiplying such Conversion
            Price by a fraction of which (i) the numerator shall be the number
            of shares of Common Stock outstanding at the close of business on
            the date fixed for such determination plus the number of shares of
            Common Stock which the aggregate of the offering price of the total
            number of shares of Common Stock so offered for subscription or
            purchase pursuant to such Rights would purchase at the Conversion
            Price on the date fixed for such determination and (ii) the
            denominator shall be the number of shares of Common Stock
            outstanding at the close of business on the date fixed for such
            determination plus the number of shares of Common Stock so offered
            for subscription or purchase pursuant to such Rights, such decrease
            to become effective immediately after the opening of business on the
            day following the date fixed for such determination. If, after any
            such date fixed for determination, any such Rights are not in fact
            issued, or are not exercised prior to the expiration thereof, the
            Conversion Price shall be immediately readjusted, effective as of
            the date such Rights expire, or the date the Board of Directors
            determines not to issue such Rights, to the Conversion Price that
            would have been in effect if the unexercised Rights had never been
            granted or such determination date had not been fixed, as the case
            may be. For the purposes of this Section 3.4.2, the number of shares
            of Common Stock at any time outstanding shall not include shares
            held in the treasury of the Corporation. The Corporation will not
            issue any Rights in respect of shares of Common Stock held in the
            treasury of the Corporation.

            3.4.3 In case the Corporation shall subdivide its outstanding shares
            of Common Stock into a greater number of shares of Common Stock, the
            Conversion Price in effect at the opening of business on the day
            following the day upon which such subdivision becomes effective
            shall be proportionately decreased, and, conversely, in case the
            Corporation shall combine its outstanding shares of Common Stock
            into a smaller number of shares of Common Stock, the Conversion
            Price in effect at the opening of business on the day following the
            day upon which such combination becomes effective shall be
            proportionately increased, such increase or decrease, as the case
            may be, to become effective immediately after the opening of
            business on the day following the day upon which such subdivision or
            combination becomes effective. Such adjustment shall be made
            successively whenever any such event occurs.

            3.4.4 In case the Corporation shall, by dividend or otherwise,
            distribute to holders of its Common Stock evidences of its
            indebtedness, shares of any class of capital stock or other assets
            (including securities, but excluding (i)


                                       6

<PAGE>

            any dividend or distribution referred to in Section 3.4.1, (ii) any
            Rights referred to in Section 3.4.2, (iii) any dividend or
            distribution paid exclusively in cash, and (iv) mergers or
            consolidations to which Section 3.5 applies), then, on the date for
            the determination of holders of shares of Common Stock entitled to
            receive such distribution and in each such case, immediately after
            the close of business on such date for determination, the Conversion
            Price shall be adjusted so that the same shall equal the rate
            determined by multiplying the Conversion Price in effect immediately
            prior to the close of business on the date fixed for determination
            of the stockholders entitled to receive such distribution by a
            fraction (i) the numerator of which shall be equal to the current
            market price per share of Common Stock (determined as provided in
            Section 3.4.8) on such date fixed for determination less the then
            fair market value (as determined by the Board of Directors, whose
            determination shall be conclusive and described in a board
            resolution) of the portion of the assets, shares or evidences of
            indebtedness so distributed applicable to one share of Common Stock
            and (ii) the denominator of which shall be equal to the current
            market price per share of Common Stock (determined as provided in
            Section 3.4.8) on such date fixed for determination. If after any
            such date fixed for determination, any such distribution is not in
            fact made, the Conversion Price shall be immediately readjusted,
            effective as of the date of the Board of Directors determines not to
            make such distribution, to the Conversion Price that would have been
            in effect if such determination date had not been fixed.

            3.4.5 In case the Corporation shall, by dividend or otherwise,
            distribute to all holders of its Common Stock cash (excluding any
            cash that is distributed as part of a distribution referred to in
            Section 3.4.4 or cash distributed upon a merger or consolidation to
            which Section 3.5 applies) in an aggregate amount that, combined
            together with (I) the aggregate amount of any other cash
            distributions to all holders of its Common Stock made exclusively in
            cash within the 12 months preceding the date of payment of such
            distribution and in respect of which no adjustment pursuant to this
            Section 3.4.5 has been made exceeds 6% of the product of the current
            market price per share (determined as provided in Section 3.4.8) of
            the Common Stock on the date for the determination of holders of
            shares of Common Stock entitled to receive such distribution times
            the number of shares of Common Stock outstanding on such date (the
            "aggregate current market price"), then, and in each such case,
            immediately after the close of business on such date for
            determination, the Conversion Price shall be adjusted so that the
            same shall equal the rate determined by multiplying the Conversion
            Price in effect immediately prior to the close of business on the
            date fixed for determination of the stockholders entitled to receive
            such distribution by a fraction (i) the numerator of which shall be
            equal to the current market price per share (determined as provided
            in Section 3.4.8) of the Common Stock on the date


                                       7

<PAGE>

            fixed for such determination less an amount equal to the quotient of
            (x) the excess of such cash amount over such aggregate current
            market price divided by (y) the number of shares of Common Stock
            outstanding on such date for determination and (ii) the denominator
            of which shall be equal to the current market price per share
            (determined as provided in Section 3.4.8) of the Common Stock on
            such date fixed for determination.

            3.4.6 In case a tender offer made by the Corporation or any
            subsidiary for all or any portion of the Common Stock shall expire
            and such tender offer (as amended upon the expiration thereof) shall
            require the payment to stockholders of consideration having a fair
            market value per share of Common Stock (as determined by the Board
            of Directors, whose determination shall be conclusive and described
            in a board resolution) that exceeds the market price per share
            (determined as provided in Section 3.4.8) of the Common Stock in
            effect on the date the tender offer is publicly announced, then, and
            in each such case immediately prior to the opening of business on
            the day after the last date tenders could have been made pursuant to
            such tender offer (as it may be amended) (the "Expiration Date"),
            the Conversion Price shall be adjusted so that the same shall equal
            the rate determined by multiplying the Conversion Price by a
            fraction (i) the numerator of which shall be equal to (A) the
            product of (I) the current market price per share of Common Stock
            (determined as provided in Section 3.4.8) in effect immediately
            prior to close of business on the Expiration Date multiplied by (II)
            the number of shares of Common Stock outstanding (including any
            tendered shares) on the Expiration Date less (B) the aggregate fair
            market value of the consideration to be paid to stockholders, and
            (ii) the denominator of which shall be equal to the product of (A)
            the current market price per share of Common Stock (determined as
            provided in Section 3.4.8) in effect immediately prior to close of
            business on the Expiration Date multiplied by (B) the number of
            shares of Common Stock outstanding (including any tendered shares)
            as of the Expiration Date less the number of all shares validly
            tendered and not withdrawn as of the Expiration Date.

            3.4.7 If, on each of the first, second and third anniversaries
            (respectively the "First Reset Date", "Second Reset Date" and "Third
            Reset Date", and together the "Reset Dates") of the Original
            Issuance Date, the current market price per share of Common Stock
            (determined as provided in Section 3.4.8) up to but excluding such
            Reset Date (the "Average Closing Price") is less than the Conversion
            Price, the Conversion Price will be reset to be equivalent to the
            Average Closing Price; provided, however, that the Conversion Price
            shall not be reduced to a price which is below the Minimum
            Conversion Price and provided, further, that the Conversion Price
            shall not be reset on the Third Reset Date if, prior to the Third
            Reset Date, the United States Patent and Trademark Office has issued
            a patent or a notice of allowance with claims having substantially
            the same scope as the independent claims


                                       8

<PAGE>

            originally filed on March 15, 2001, in United States Patent
            Application Serial Number 09/809,003, entitled "Composition And
            Methods For The Treatment And Clinical Remission Of Psoriasis," and
            covering a psoriasis vaccine marketed and commercialized by the
            Corporation. The "Minimum Conversion Price" shall be (i) on the
            First Reset Date the lower of $1.60 or the price which results from
            multiplying $1.60 by a fraction of which the numerator is the then
            applicable Conversion Price and the denominator is $2.50, (ii) on
            the Second Reset Date the lower of $1.60 or the price which results
            from multiplying $1.60 by a fraction of which the numerator is the
            Conversion Price that would be applicable if there had been no reset
            of the Conversion Price pursuant to this Section 3.4.7 on the First
            Reset Date and the denominator is $2.50, and (iii) on the Third
            Reset Date the lower of $0.20 or the price which results from
            multiplying $0.20 by a fraction of which the numerator is the
            Conversion Price that would be applicable if there had been no reset
            of the Conversion Price pursuant to this Section 3.4.7 on the First
            and Second Reset Dates and the denominator is $2.50. The Conversion
            Price shall not be reset if the Average Closing Price, calculated in
            respect of a Reset Date is greater than the Conversion Price.
            "Trading Day" shall means a day during which trading in securities
            generally occurs in the applicable securities market or on the
            principal securities exchange on which the Common Stock is then
            listed or quoted.

            3.4.8 For the purpose of any computation under this Section 3, (i)
            if the Common Stock is listed on a recognized national securities
            exchange or quoted on the Nasdaq Stock Market or the Nasdaq SmallCap
            Market, the current market price per share of Common Stock on any
            date shall be calculated by the Corporation and be the average of
            the daily closing prices per share for the ten Trading Days ending
            the day before the "ex" date with respect to the issuance or
            distribution requiring such computation, or the Reset Date, and (ii)
            otherwise the current market price per share of Common Stock on any
            date shall be equal to the Conversion Price on such date. For
            purposes of this paragraph, the term "'ex' date", when used with
            respect to any issuance or distribution, means the first date on
            which the Common Stock trades in the applicable securities market or
            on the applicable securities exchange without the right to receive
            such issuance or distribution.


            3.4.9 No adjustment or reset of the Conversion Price shall be made
            in an amount less than $0.01 per share, and any such lesser
            adjustment or reset shall be carried forward and shall be made at
            the time and together with the next subsequent adjustment or reset
            which together with any adjustments or resets so carried forward
            shall amount to $0.01 per share or more.

            3.4.10 Notwithstanding the foregoing provisions of this Section, no
            adjustment of the Conversion Price shall be made for (i) shares of
            Common Stock issuable upon the exercise of stock options or stock
            purchase rights or


                                       9

<PAGE>

            otherwise that have been or may be granted to officers, directors,
            employees or consultants of the Corporation with the approval of the
            Board of Directors, (ii) shares of Common Stock issuable upon the
            exercise of options or warrants outstanding on the date of the first
            issuance of shares of Convertible Preferred Stock (the "Original
            Issuance Date"), (iii) securities that have been approved for
            issuance or grant by the holders of at least two-thirds of the
            outstanding shares of Convertible Preferred Stock, or (iv) shares of
            Common Stock issuable upon conversion of Convertible Preferred
            Stock.

            3.4.11 To the extent permitted by applicable law, the Corporation
            from time to time may decrease the Conversion Price by any amount
            for any period of time if the Board of Directors shall have made a
            determination that such decrease would be in the best interests of
            the Corporation, which determination shall be conclusive.

      3.5   Merger or Consolidation

            Except in the case of a Sale of Control Event with respect to which
the holders of the Convertible Preferred Stock have not waived their entitlement
to be paid the Sale of Control Preference as set forth in Section 2.2, in case
of any consolidation, merger or amalgamation of the Corporation with or into any
other Person, any merger of another Person with or into the Corporation (other
than a merger which does not result in any reclassification, reorganization,
conversion, exchange or cancellation of outstanding shares of Common Stock of
the Corporation), or the reorganization or reclassification of Common Stock into
securities other than Common Stock, or any conveyance, sale, transfer or lease
of all or substantially all of the assets of the Corporation, then, as a
condition of such consolidation, merger, amalgamation, reorganization or
reclassification, conveyance, sale, transfer or lease, lawful and adequate
provision shall be made whereby each holder of a share or shares of Convertible
Preferred Stock shall thereafter have the right to receive, upon the basis and
upon the terms and conditions specified herein and in lieu of the shares of
Common Stock of the Corporation immediately theretofore receivable upon the
conversion of such share or shares of the Convertible Preferred Stock, such
shares of stock, securities or assets as may be issued or payable with respect
to or in exchange for a number of outstanding shares of Common Stock equal to
the number of shares of such stock immediately theretofore so receivable had
such consolidation, merger, amalgamation, reorganization or reclassification,
conveyance, sale, transfer or lease, not taken place and in any such case
appropriate provision shall be made with respect to the rights and interests of
such holder to the end that the provisions hereof (including without limitation
provisions for adjustments of the Conversion Price) shall thereafter be
applicable, as nearly as may be, in relation to any shares of stock, securities
or assets thereafter deliverable upon the exercise of such conversion rights
(including an immediate adjustment, by reason of such consolidation, merger,
amalgamation, reorganization or reclassification, conveyance, sale, transfer or
lease, of the Conversion Price, to the value for the Common Stock reflected by
the terms of such consolidation, merger, amalgamation, reorganization or
reclassification, conveyance, sale, transfer or lease if the value so reflected
is less than the Conversion Price in effect


                                       10

<PAGE>

immediately prior to such consolidation, merger, amalgamation, reorganization or
reclassification, conveyance, sale, transfer or lease). In the event of a
consolidation, merger, amalgamation, reorganization or reclassification,
conveyance, sale, transfer or lease as a result of which a greater or lesser
number of shares of common stock of the surviving Corporation are issuable to
holders of the Common Stock of the Corporation outstanding immediately prior to
such consolidation, merger, amalgamation, reorganization or reclassification,
conveyance, sale, transfer or lease, the Conversion Price in effect immediately
prior to such consolidation, merger, amalgamation, reorganization or
reclassification, conveyance, sale, transfer or lease shall be adjusted in the
same manner as though there were a subdivision or combination of the outstanding
shares of Common Stock of the Corporation. The Corporation will not effect any
such consolidation, merger, amalgamation, reorganization or reclassification,
conveyance, sale, transfer or lease, unless prior to the consummation thereof
the successor corporation (if other than the Corporation) resulting from such
consolidation, merger, amalgamation, reorganization or reclassification,
conveyance, sale, transfer or lease, shall assume by written instrument executed
and mailed or delivered to each holder of shares of Convertible Preferred Stock
at the last address of such holder appearing on the books of the Corporation,
the obligation to deliver to such holder such shares of stock, securities or
assets as, in accordance with the foregoing provisions, such holder may be
entitled to receive.

      3.6   Notice of Adjustment

            Upon any adjustment or reset of the Conversion Price, then, and in
each such case the Corporation shall give written notice thereof by first class
mail, postage prepaid, addressed to each holder of shares of Convertible
Preferred Stock at the address of such holder as shown on the books of the
Corporation, which notice shall state the Conversion Price resulting from such
adjustment or reset, setting forth in reasonable detail the method of
calculation and the facts upon which such calculation is based.

      3.7   Other Notices

            In case at any time:

            (1) the Corporation shall declare any dividend upon its Common Stock
payable in cash or stock or make any other distribution to the holders of its
Common Stock;

            (2) the Corporation shall offer for subscription pro rata to the
holders of its Common Stock any additional shares of such stock of any class or
other rights;

            (3) there shall be any capital reorganization or reclassification of
the Common Stock of the Corporation, any consolidation, merger or amalgamation
of the Corporation with or into any other Person, any merger of another Person
with or into the Corporation (other than a merger which does not result in any
reclassification, reorganization, conversion, exchange or cancellation of
outstanding shares of Common

                                       11

<PAGE>

Stock of the Corporation), or any conveyance, sale, transfer or lease of all or
substantially all of the assets of the Corporation; or

            (4) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Corporation;

then, in any one or more of said cases, the Corporation shall give, by first
class mail, postage prepaid, addressed to each holder of any shares of
Convertible Preferred Stock at the address of such holder as shown on the books
of the Corporation, (a) at least 20 days prior written notice of the date on
which the books of the Corporation shall close or a record shall be taken for
such dividend, distribution or subscription rights or for determining rights to
vote in respect of any such reorganization, reclassification, consolidation,
merger, sale, dissolution, liquidation or winding up, and (b) in the case of any
such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding up, at least 20 days prior written notice of the date
when the same shall take place. Such notice in accordance with the foregoing
clause (a) shall also specify, in the case of any such dividend, distribution or
subscription rights, the date on which the holders of Common Stock shall be
entitled thereto, and such notice in accordance with the foregoing clause (b)
shall also specify the date on which the holders of Common Stock shall be
entitled to exchange their Common Stock for securities or other property
deliverable upon such reorganization, reclassification, consolidation, merger,
sale, dissolution, liquidation or winding up, as the case may be.

      3.8   Automatic Conversion

            Subject to the Conversion Conditions as set forth in Section 3.10,
each outstanding share of Convertible Preferred Stock shall be automatically
converted into the number of shares of Common Stock equal to the quotient
obtained by dividing (i) the product of the Preferred Share Purchase Price (plus
any declared but unpaid dividends thereon), and the number of shares of
Convertible Preferred Stock being converted by (ii) the Conversion Price (as
adjusted or reset in accordance with this Section 3), if at any time the
Corporation shall consummate an underwritten public offering (a "Qualified
Public Offering ") of shares of its Common Stock registered under the Securities
Act of 1933, as amended (the "Securities Act"), where the proceeds to the
Corporation (prior to deducting any underwriters' discounts and commissions)
equals or exceeds thirty million dollars ($30,000,000) and where the price per
share of Common Stock offered to investors in such offering (without subtracting
any underwriters discounts or commissions) exceeds the greater of $5.00 per
share or two times the Conversion Price (as adjusted or reset in accordance with
this Section 3). The Corporation shall provide notice of any conversion of
shares of Convertible Preferred Stock to holders of record of such shares of
Convertible Preferred Stock in accordance with Section 3.11 and each such holder
of shares of Convertible Preferred Stock to be converted must surrender the
certificates evidencing such shares (properly endorsed or assigned for transfer,
if the Board of Directors shall so require and the notice shall so state). Such
conversion shall be effected at the time of and subject to


                                       12

<PAGE>

the consummation of the Qualified Public Offering and otherwise in accordance
with the provisions of Sections 3.2 and 3.3 hereof.

      3.9   Conversion at the Corporation's Option

            Subject to the Conversion Conditions as set forth in Section 3.10,
at the option of the Corporation, the Corporation may in any twelve month period
beginning after the second anniversary of the date hereof convert up to 500,000
shares of Convertible Preferred Stock into such number of fully paid and
nonassessable whole shares of Common Stock as is obtained by multiplying the
number of shares of Convertible Preferred Stock so to be converted by the
Preferred Share Purchase Price (plus any declared but unpaid dividends thereon)
and dividing the result by the Conversion Price (as adjusted or reset in
accordance with this Section 3), provided, however, that such conversion may
only occur if the average closing sale price per share of the Corporation's
Common Stock calculated based on the closing sale price per share of the
Corporation's Common Stock for the thirty preceding consecutive Trading Days
exceeds the greater of $10.00 or four times the Conversion Price (as adjusted or
reset in accordance with this Section 3). The shares of Convertible Preferred
Stocks to be converted shall be selected by lot or pro rata (as nearly as
possible) or by any other equitable method determined by the Board of Directors.
The Corporation shall effect such conversion in accordance with the provisions
of Sections 3.2 and 3.3 hereof and shall provide notice of any conversion of
shares of Convertible Preferred Stock to holders of record of such shares of
Convertible Preferred Stock to be converted in accordance with Section 3.11.
Each such holder of shares of Convertible Preferred Stock to be converted must
surrender the certificates evidencing such shares (properly endorsed or assigned
for transfer, if the Board of Directors shall so require and the notice shall so
state).

      3.10  Conversion Conditions

            The provisions relating to the automatic conversion of the
Convertible Preferred Stock or the conversion of the Convertible Preferred Stock
at the Corporation's option, set forth in Section 3.8 and 3.9 respectively,
shall only be effective if the following conditions (the "Conversion
Conditions") are satisfied: (i) the Common Stock at the proposed date of
conversion is listed on a recognized national securities exchange or quoted on
the Nasdaq Stock Market or the Nasdaq SmallCap Market, (ii) the resale of the
shares of the Corporation's Common Stock issuable upon conversion of such
Convertible Preferred Stock has been registered with the Securities and Exchange
Commission and the Corporation shall have performed all other obligations to be
performed by it under the Registration Rights Agreement between the Corporation
and SkyePharma PLC to be executed on December 10, 2001, and (iii) none of the
following shall have occurred or shall exist:

            3.10.1 any representation or warranty made in writing by or on
            behalf of the Corporation in the Purchase Agreement between the
            Corporation and SkyePharma PLC to be executed on December 10, 2001
            or in any writing furnished in connection with the transactions
            contemplated thereby proves to

                                       13

<PAGE>

            have been false or incorrect in any material respect on the date as
            of which made;

            3.10.2 the Corporation (a) shall have defaulted (as principal or as
            guarantor or other surety) in the payment of any principal of or
            premium or interest on any indebtedness beyond any period of grace
            provided with respect thereto, or (b) shall have defaulted in the
            performance of or compliance with any term of any evidence of
            indebtedness and as a consequence of such default or condition such
            indebtedness shall have become, or shall have been declared due and
            payable before its stated maturity or before its regularly scheduled
            dates of payment;

            3.10.3 the Corporation (i) is generally not paying, or shall have
            admitted in writing its inability to pay, its debts as they become
            due, (ii) shall have filed, or consented by answer or otherwise to
            the filing against it of, a petition for relief or reorganization or
            arrangement or any other petition in bankruptcy, for liquidation or
            to take advantage of any bankruptcy, insolvency, reorganization,
            readjustment of debt, dissolution, liquidation, administration,
            moratorium or other similar law of any jurisdiction, (iii) shall
            have made an assignment for the benefit of its creditors, (iv) shall
            have consented to the appointment of a custodian, receiver,
            administrative receiver, administrator, supervisor, liquidator,
            trustee or other officer with similar powers with respect to it or
            with respect to any substantial part of its property, (v) shall have
            been adjudicated as bankrupt or insolvent or to be liquidated, (vi)
            shall have ceased or threatened in writing to cease, or shall have
            suspended or threatened in writing to suspend, making payments in
            respect of its debts and other obligations, (vii) shall have ceased
            carrying on all or substantially all of its business, (viii) shall
            have proposed or entered into any composition, scheme of arrangement
            or other arrangement for the benefit of its creditors generally or
            any class of creditors, (ix) shall have commenced a voluntary
            winding-up or dissolution, (x) shall have applied to a court for an
            administration order under the Bankruptcy Code or any similar
            statute, or (xi) shall have taken corporate action for the purpose
            of any of the foregoing;

            3.10.4 a court or governmental authority of competent jurisdiction
            shall have entered an order appointing, without consent by the
            Corporation, a custodian, receiver, administrative receiver,
            administrator, supervisor, liquidator, trustee or other officer with
            similar powers with respect to it or with respect to any substantial
            part of its property (or any such person shall have been appointed
            by one or more creditors of the Corporation), or constituting an
            order for relief or approving a petition for relief or
            reorganization, or approving or imposing any suspension or
            moratorium of payments, or approving any other petition in
            bankruptcy or for liquidation or to take advantage of any
            bankruptcy, insolvency, reorganization, arrangement, readjustment of
            debt, dissolution, liquidation or other similar law of any
            jurisdiction, or ordering


                                       14

<PAGE>

            the dissolution, winding-up or liquidation of the Corporation, or
            any such petition shall have been filed against the Corporation or
            any of its subsidiaries and such petition shall not have been
            dismissed or all or any substantial part of the property of the
            Corporation is sequestered by court order and such order remains in
            effect; or

            3.10.5 a final judgment or judgments for the payment of money
            aggregating in excess of $50,000 (or the equivalent thereof in
            another currency) (exclusive of judgment amounts which are covered
            by insurance and in respect of which such insurer has not denied its
            liability in writing) shall have been rendered against the
            Corporation and which judgments have not been, after entry thereof,
            bonded or discharged;

            3.10.6 the Corporation shall have consolidated, merged or
            amalgamated with or into another person where the Corporation is not
            the surviving corporation or that result in the issuance or exchange
            of shares representing fifty percent (50%) or more of the
            outstanding voting capital stock of the Corporation; or

            3.10.7 the Corporation shall have conveyed, transferred or leased
            substantially all of its assets to another person.

      3.11  Notices of Automatic Conversion or Conversion at the Corporation's
            Option

            In case of conversion of shares of Convertible Preferred Stock
pursuant to Sections 3.8 or 3.9 the Corporation shall provide notice of any
conversion of shares of Convertible Preferred Stock to holders of record of such
shares of Convertible Preferred Stock to be converted not less than 30 nor more
than 60 days before the date fixed for such conversion. Any such notice shall be
provided by first class mail, postage prepaid, addressed to each holder of any
shares of Convertible Preferred Stock at the address of such holder as shown on
the books of the Corporation. Each such notice shall state, as appropriate, the
following and may contain such other information as the Corporation deems
advisable: (a) the conversion date; (b) the number of such shares of Convertible
Preferred Stock held by such holder to be converted; (c) the Conversion Price;
(d) the number of shares of Common Stock deliverable upon converted of each
Preferred Share to be converted; (e) the place or places where one or more
certificates for such shares of Convertible Preferred Stock are to be
surrendered for converted.

      3.12  Stock to be Reserved

            The Corporation will at all times reserve and keep available out of
its authorized but unissued Common Stock solely for the purpose of issuance upon
the conversion of the Convertible Preferred Stock as herein provided, such
number of shares of Common Stock as shall then be issuable upon the conversion
of all outstanding shares of Convertible Preferred Stock. All shares of Common
Stock which shall be so issued shall be duly and validly issued and fully paid
and nonassessable and free from all liens, duties and


                                       15

<PAGE>

charges arising out of or by reason of the issue thereof (including, without
limitation, in respect of taxes) and, without limiting the generality of the
foregoing, the Corporation covenants that it will from time to time take all
such action as may be requisite to assure that the par value per share of the
Common Stock is at all times equal to or less than the effective Conversion
Price. The Corporation will take all such action within its control as may be
necessary on its part to assure that all such shares of Common Stock may be so
issued without violation of any applicable law or regulation, or of any
requirements of any national securities exchange upon which the Common Stock of
the Corporation may be listed. The Corporation will not take any action which
results in any adjustment of the Conversion Price if after such action the total
number of shares of Common Stock issued and outstanding and thereafter issuable
upon exercise of all options and conversion of Convertible Securities, including
upon conversion of the Convertible Preferred Stock, would exceed the total
number of shares of such class of Common Stock then authorized by the
Corporation's Certificate of Incorporation.

      3.13  No Reissuance of Convertible Preferred Stock

            Shares of Convertible Preferred Stock that are converted into shares
of Common Stock as provided herein shall not be reissued.

      3.14  Issue Tax

            The issuance of certificates for shares of Common Stock upon
conversion of the Convertible Preferred Stock shall be made without charge to
the holders thereof for any issuance tax, duty or charge in respect thereof,
provided that the  Corporation shall not be required to pay any tax, duty or
charge which may be payable in respect of any transfer involved in the issuance
and delivery of any certificate in a name other than that of the holder of the
Convertible Preferred Stock which is being converted.

      3.15  Closing of Books

            The Corporation will at no time close its transfer books against the
transfer of any Convertible Preferred Stock or of any shares of Common Stock
issued or issuable upon the conversion of any shares of Convertible Preferred
Stock in any manner which interferes with the timely conversion of such
Convertible Preferred Stock.

      3.16  Definition of Common Stock

            As used in this Certificate of Designation, the term "Common Stock"
shall mean and include the Corporation's authorized Common Stock as constituted
on the date of filing of this Certificate of Designation and shall also include
any capital stock of any class of the Corporation thereafter authorized that
shall not be limited to a fixed sum in respect of the rights of the holders
thereof to participate in dividends or in the distribution of assets upon the
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation; provided, however, that such term, when used to describe the
securities receivable upon


                                       16

<PAGE>

conversion of shares of the Convertible Preferred Stock of the Corporation,
shall include only shares designated as Common Stock of the Corporation on the
date of filing of this Certificate of Designation, any shares resulting from any
combination or subdivision thereof referred to in Section 3.4.3, or in case of
any reorganization or reclassification of the outstanding shares thereof, the
stock, securities or assets provided for in Section 3.5.

      4.    Voting Rights

            4.1 Two-Thirds Vote of Holders

            At any time when shares of Convertible Preferred Stock are
outstanding, and in addition to any other vote of the holders of Convertible
Preferred Stock required by law or by the Certificate of Incorporation, without
the prior affirmative consent or vote of the holders of at least two thirds of
the outstanding shares of the Convertible Preferred Stock then outstanding  ,
given in person or by proxy, either in writing or at a special meeting called
for that purpose, the Corporation will not:

            (i)   authorize, create, designate, establish or issue shares of,
                  any class or series of capital stock ranking senior to or on
                  parity with the Convertible Preferred Stock or reclassify any
                  shares of Common Stock into shares having any preference or
                  priority as to dividends or assets superior to any such
                  preference or priority of Convertible Preferred Stock; or

            (ii)  amend, alter or repeal, whether by merger, consolidation or
                  otherwise, the Certificate of Incorporation or By-laws of the
                  Corporation or the Resolutions contained in the Certificate of
                  Designations of the Convertible Preferred Stock and the
                  powers, preferences, privileges, relative, participating,
                  optional and other special rights and qualifications,
                  limitations and restrictions thereof, which would adversely
                  affect any right, preference, privilege or voting power of the
                  Convertible Preferred Stock, or which would increase the
                  amount of authorized shares of the Convertible Preferred Stock
                  or of any other series of preferred stock ranking senior to
                  the Convertible Preferred Stock, with respect to the payment
                  of dividends (whether or not such series of preferred stock is
                  cumulative or noncumulative as to payment of dividends) or
                  liquidation.

      4.2   Corporate Transactions

            With respect to the matters (the "Corporate Transactions") listed in
this Section 4.2, the Corporation shall not, without the prior affirmative
unanimous consent or vote of the Board of Directors:

                                       17

<PAGE>

            (i)   consolidate, merge or amalgamate the Corporation with or into
                  another person, merge another person with or into the
                  Corporation, reorganize or reclassify the Common Stock into
                  securities other than Common Stock or convey, sell, transfer
                  or lease substantially all of the Corporation's assets to
                  another person;

            (ii)  liquidate, dissolve or wind up the Corporation, whether
                  voluntary or involuntary;

            (iii) effect any transactions individually or in aggregate in excess
                  of $350,000 with any current or former director, officer,
                  employee or stockholder or member of the Corporation or any
                  associate or affiliate thereof, or any parent, spouse, child,
                  brother, sister or any other relative with a relationship (by
                  blood, marriage or adoption) of not more remote than first
                  cousin of any of the foregoing; or

            (iv)  increase the compensation of any executive or executives which
                  individually or in the aggregate would be material to
                  Corporation's compensation expenses.

      5.    Appointment of Director

            The holders of Convertible Preferred Stock shall have the exclusive
right to elect one member of the Board of Directors (the "Preferred Stock
Director"). In any such election the holders of Convertible Preferred Stock
shall be entitled to cast one vote per share of Convertible Preferred Stock held
of record on the record date for the determination of such holders entitled to
vote on such election. The initial Preferred Stock Director shall be elected at
a meeting of the holders of the Convertible Preferred Stock to be held as soon
as practicable after the first Applicable Issue Date and thereafter shall be
elected at the same time as other members of the Board of Directors. A Preferred
Stock Director may only be removed by the written consent or affirmative vote of
at least two-thirds of the Convertible Preferred Stock. If for any reason a
Preferred Stock Director shall resign or otherwise be removed from the Board of
Directors, then his or her replacement shall be a person elected by the holders
of the Convertible Preferred Stock, in accordance with the voting procedures set
forth in this Section. The Preferred Stock Director shall be appointed by the
Board of Directors to serve on each committee of the Board of Directors.

      6.    No Waiver

            Except as otherwise modified or provided for herein, the holders of
Convertible Preferred Stock shall also be entitled to, and shall not be deemed
to have waived, any other applicable rights granted to such holders under the
Delaware General Corporation Law.

                                       18

<PAGE>

      7.    No Impairment

            The Corporation will not, through any reorganization, transfer of
assets, merger, dissolution, issue or sale of securities or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
to be observed or performed hereunder by the Corporation but will at all time in
good faith assist in the carrying out of all the provisions of this Certificate
of Designations and in the taking of all such action as may be necessary or
appropriate in order to protect the conversion rights, Liquidation Preference
and Sale of Control Preference granted hereunder of the holders of the
Convertible Preferred Stock against impairment.


                                       19

<PAGE>

            IN WITNESS WHEREOF, this Certificate of Designations has been
executed by the Corporation by its CEO as of December 7, 2001.


                                Astralis Ltd.



                                By:  /s/ Mike Ajnsztajn
                                     -----------------------------
                                Name:   Mike Ajnsztajn
                                Title:  CE0



                                       20

<PAGE>

                          CERTIFICATE OF INCORPORATION

                                       OF

                                  ASTRALIS LTD.

            The undersigned, a natural parson, for the purpose or organizing a
corporation for conducting the business and promoting the purposes hereafter
stated under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified, and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:

            FIRST: The name of the corporation (hereinafter called the
"corporation") is ASTRALIS LTD.

            SECOND: The address, including street, number, city, and county, of
the registered office of the corporation to the State of Delaware is 2711
Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle; and
the name of the registered agent of the corporation in the State of Delaware at
such address is Corporation Service Company.

            THIRD: The purposes for which the corporation is to be organized are
to conduct any lawful business and to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of the
State of Delaware.

            FOURTH: (a) The total number of share of stock which the corporation
shall have authority to issue is 78,000,000 as follows: (i) 75,000,000 shares
shall be designated as common stock, par value $.0001 per share; and (ii)
3,000,000 shares shall be designated as preferred stocks, par value $.001 per
share.

            (b) Shares of the preferred stock of the corporation may be issued
from time to time is one or more classes or series, each of which class or
series shall have such distinctive designation or title as shall be fixed by the
Board of Directors of the corporation prior to the issuance of any shares
thereof. Each such class or series of preferred stock shall have such voting
powers, full or limited, or no voting powers and such preferences and relative,
participating, optional or other special rights and such qualifications,
limitation or restrictions thereof, as shall be stated in such resolution or
resolutions providing for the issue of such class or series of preferred stock
as may be adopted from time to time by the Board of Directors prior to the
issuance of any shares thereof pursuant to the authority hereby expressly vested
in it, all in accordance with the laws of the State of Delaware.

            FIFTH: Elections of directors need not be by written ballot except
and to the extent provided otherwise in the bylaws of the corporation.
Cumulative voting for the election of directors shall not be permitted.

            SIXTH: The name and mailing addresses of the incorporator is as
follows:

NAME                           MAILING ADDRESS
----                           ---------------

Bradley J. Fiorenzo            C/O Riker, Danzig, Scherer, Hyland & Perretti LLP
                               Headquarters Plaza
                               One Speedwell Avenue
                               P.O. Box 1981
                               Morristown, NJ 07962-1981

<PAGE>

            SEVENTH: The number of directors constituting the first Board of
Directors is two (2) and the name and address of the persons who are to serve as
such directors until the first annual meeting of stockholders or until such
persons' successors shall be elected and qualified are:


NAME                            MAILING ADDRESS
----                            ---------------

Mike Ajnsztajn                  135 Columbia Turnpike
                                Suite 301
                                Florham Park, NJ 07932

Dr Jose Antonio O'Daly          c/o 135 Columbia Turnpike
                                Suite 301
                                Florham Park, NJ 07932

            EIGHTH: The Corporation is to have perpetual existence

            NINTH: The Board of Director is expressly authorized to make, alter,
or repeal, the bylaws of the corporation, subject to the power of the
shareholders of the corporation to alter or repeal any by-law whether adopted by
them or otherwise.

            TENTH: 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 on the
application of any receiver or receivers appointed for the corporation under
Section 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 Section 279 of Title E 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, 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 this 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 this corporation, as the case may be, and also on this
corporation.

            ELEVENTH: One or more or all the Directors of the Corporation
elected by the holders of shares of Common Stock may be removed solely for cause
and solely pursuant to an affirmative vote of a majority of the Board of
Directors. A Director elected by the holder of shares of Preferred Stock may be
removed pursuant solely to an affirmative vote at majority of the shares of
Preferred Stock.

            ELEVENTH: The personal liability of the directors of the corporation
is hereby eliminated to the fullest extent permitted by the provisions of
paragraph (7) of subsection (b) of Section 102 of the General Corporation Law of
the State of Delaware, as the same may be amended and supplemented.

            TWELFTH: The Corporation shall, to the fullest extent permitted by
the provisions of Section 145 of the General Corporations Law of the State of
Delaware, as the same nay be amended and supplemented, indemnify any and all
persons whom it shall have power to indemnify under said section from and
against any and all of the expenses, liabilities, or other matters referred to
in or covered by said section, and the indemnification provided for herein shall
not be deemed exclusive of any other rights to which these indemnified may be
entitled under any bylaw, agreement, vote of stockholders of disinterested
directors or otherwise, both as to action in such person's official capacity and
as to action in another capacity while holding such office, and shall continue
as to a person who has ceased to be a director, officer, employee, or agent and
shall innure to the benefit of the heirs, executors,  and administrators of such
person.

<PAGE>

            THIRTEENTH: From time to time any of the provisions of this
certificate of incorporation may be amended, altered, or repealed, and other
provision authorized by the laws of the State of Delaware at the time in force
may be added or inserted in the manner and at the time prescribed by said laws,
and all rights at any time conferred upon the stockholders of the corporation by
this certificate of incorporation are granted subject to the provisions of this
Article THIRTEENTH.


Signed on November 19, 2001

                                    /s/ Bradley J. Fiorenzo
                                    -----------------------
                                    Bradley J. Fiorenzo