<PAGE>

                                                                  EXHIBIT 3.1

    STATE OF DELAWARE
    SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 11/14/1996
    960332597 - 2452007






                               CERTIFICATE OF AMENDMENT
                                          OF
                           THE CERTIFICATE OF INCORPORATION
                                          OF
                               ELECTROPHARMACOLOGY, INC

                   ------------------------------------------------
                     Adopted in accordance with the provisions
                      of Section 242 of the General Corporation
                             Law of the State of Delaware
                   ------------------------------------------------

                                           

         I, Joseph Mooibroek, Chairman and Chief Executive Officer, of 
Electropharmacology, Inc. a corporation organized and existing under the laws 
of the State of Delaware (the "Corporation"), do hereby certify as follows:

         FIRST, that the Certificate of Incorporation of the Corporation be
amended as follows:

         By striking out the whole first paragraph of ARTICLE FOURTH, as it 
now exists and inserting instead a new first paragraph of ARTICLE FOURTH, 
reading in its entirety as follows:

         "FOURTH. The total number of shares of capital stock which the
    Corporation shall have authority to issue is Forty Million (40,000,000)
    shares, of which Thirty Million (30,000,000) shares shall be Common Stock,
    par value $.01 per share, and Ten Million (10,000,000) shares shall be
    Preferred Stock, par value $.01 per share."

         SECOND, that such amendment has been duly adopted in accordance with
the provisions of the General Corporation Law of the State of Delaware by the 
Board of Directors of the Corporation and by the vote of the holders of not less
than a majority of each class of outstanding stock of the Corporation entitled 
to vote thereon and that written notice had been given to all stockholders, all 
in accordance with the provisions of Sections 242 and 222 of the General
Corporation law of the State of Delaware.

         IN WITNESS WHEREOF, I have signed this certificate this 14th day of
November, 1996.



                                            /s/ JOSEPH MOOIBROEK           
                                            -------------------------------
                                            Joseph Mooibroek               

<PAGE>

    STATE OF DELAWARE
    SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 11/13/1995
    950262266 - 2452007




                            CERTIFICATE OF DESIGNATIONS OF
                                 SERIES A CONVERTIBLE
                                  PREFERRED STOCK OF
                              ELECTROPHARMACOLOGY, INC.



                   ------------------------------------------------
                               Pursuant to Section 151
                               of the Delaware General
                                   Corporation Law
                   ------------------------------------------------




    The undersigned duly authorized officer of ELECTROPHARMACOLOGY, INC., a 
corporation organized and existing under the General Corporation Law of the 
state of Delaware (the "GCL"), in accordance with and pursuant to Section 151 
thereof, DOES HEREBY CERTIFY:

    That pursuant to the authority conferred upon the Board of Directors (the 
"Board of Directors") by the Certificate of Incorporation (the "Certificate 
of Incorporation") of ELECTROPHARMACOLOGY, INC. (including any successor 
thereof, the "Corporation"), the Board of Directors on the date hereof 
approved the creation, issuance and voting powers of a new series of 
authorized but unissued shares of the Corporation's preferred stock, par 
value $.01 per share, consisting of up to 421,950 shares of preferred 
stock, designated as the Series A Convertible Preferred Stock, with the Board 
of Directors fixing the designations and any of the preferences or rights of 
such shares relating to dividends, redemption, dissolution, any distribution 
of assets of the Corporation or the conversion into, or exchange of such 
shares for, shares of any other class or classes of stock of the Corporation 
and that the Board of Directors duly adopted the following resolution 
creating the series of Series A Convertible Preferred Stock:

    RESOLVED, that pursuant to the authority expressly granted to and vested 
in the Board of Directors by the provisions of the Certificate of 
Incorporation and Section 151 of GCL, the issuance of a series of preferred 
stock be, and the same hereby is, authorized, and the Board of Directors 
hereby fixes the powers, designations, preferences and relative 
participating, optional and other special rights, and the qualifications, 
limitations or restrictions thereof as follows:

    A.   DESIGNATION AND AMOUNT.  The designation of the series of preferred 
stock authorized by this resolution shall be "Series A Convertible Preferred 
Stock" and the number of shares constituting such series shall be 421,950 
with a par value of $.01 per share.  Such series is referred to herein as 
"Series A Preferred Stock."

<PAGE>

    B.   RANKING. The Series A Preferred Stock shall, with respect to dividend
rights and rights on liquidation, dissolution or winding up, rank senior to all
other equity Securities of the Corporation, including the Common Stock, par
value $.01 per share ("Common Stock"), of the Corporation and any other series
or class of the Corporation's preferred or common stock, now or hereafter
authorized (collectively, "Junior Stock").

    C.   DIVIDENDS AND DISTRIBUTIONS.  Except as may be declared by the Board
of Directors, out of funds legally available therefor, from time to time, the
Corporation shall not have any obligation to pay dividends on shares of Series A
Preferred Stock.

    D.   VOTING RIGHTS. In addition to any other voting rights provided by law,
shares of Series A Preferred Stock shall have the following voting rights:

         (1)  Except as otherwise required by applicable law and without
limiting the provisions of Paragraph D(2) below, each share of Series A
Preferred Stock shall entitle the holder thereof to vote, in person or by proxy,
at each special and annual meeting of stockholders, on all matters voted on by
holders of Common Stock, voting together as a single class with the holders of
Common Stock and with holders of all other shares entitled to vote thereon. With
respect to any such vote, each share of Series A Preferred Stock shall entitle
the holder thereof to cast that number of votes per share as is equal to the
number of votes that such holder would be entitled to cast assuming that such
shares of Series A Preferred Stock had been converted, on the record date for
determining the stockholders of the Corporation eligible to vote on any such
matters, into the maximum number of shares of Common Stock into which such
shares of Series A Preferred Stock are then convertible as provided in Paragraph
G below.

         (2)  Unless the consent or approval of a greater number of shares
shall then be required by law and except as provided in Paragraph D(3) below,
the affirmative vote of the holders of at least a majority of the outstanding
shares of Series A Preferred Stock, in person or by proxy, shall be necessary
to:

              (a)  authorize, increase the authorized number of shares of or
    issue (including on conversion or exchange of any convertible or
    exchangeable securities or by reclassification) any shares of any class or
    classes of stock ranking senior to the Series A Preferred Stock with
    respect to dividends, distributions in liquidation or any other preference,
    right or power ("Senior Stock") or ranking on a parity with the Series A
    Preferred Stock with respect to dividends, distributions in liquidation, or
    any other preference, right or power ("Parity Stock") or any additional
    shares of Series A Preferred Stock;

              (b)  authorize, adopt or approve each amendment to the
    Certificate of Incorporation, Bylaws of the Corporation or this resolution
    that would increase or decrease the par value of the shares of Series A
    Preferred Stock, alter or change


                                       2
<PAGE>

    the powers, preferences or rights of the shares of Series A Preferred 
    Stock or alter or change the powers, preferences or rights of any other 
    capital stock of the Corporation if after such alteration or change such 
    capital stock would be Senior Stock or Parity Stock;

              (c)  amend, alter or repeal the Certificate of Incorporation,
    Bylaws of the Corporation or this resolution, or enter into any agreement
    or other arrangement, so as to affect the shares of Series A Preferred
    Stock adversely, including, without limitation, by granting any voting
    right to any holder of notes, bonds, debentures or other debt obligations
    of the Corporation;

              (d)  authorize or issue any security convertible into,
    exchangeable for or evidencing the right to purchase or otherwise receive
    any shares of any class or classes of Senior Stock or Parity Stock;

              (e)  directly or indirectly, issue, assume, incur or guarantee
    any indebtedness for borrowed money or create, assume or suffer to exist
    any mortgage, encumbrance or other lien on any property or assets of the
    Corporation, other than (i) unsecured indebtedness to a bank or other
    institutional lender, (ii) business expenses and current trade accounts
    payable or accrued by the Corporation in the ordinary course of business,
    provided the same shall be paid in the ordinary course of business, (iii)
    indebtedness and related purchase money liens incurred in the purchase of
    equipment, provided that any such lien shall attach concurrently with the
    acquisition of such equipment, shall not encumber any other property of the
    Corporation and shall not exceed the purchase price of such equipment; (iv)
    liens imposed by mandatory provisions of law of carriers, warehousemen,
    mechanics, materialmen and landlords, incurred in the ordinary course of
    business for sums not yet due and payable; (v) liens for current taxes,
    assessments or other governmental charges that are not delinquent or remain
    payable without penalty or that are being contested in good faith and with
    due diligence by appropriate proceedings and with respect to which adequate
    reserves have been set aside, and (vi) indebtedness to a bank secured
    solely by inventory and equipment up to a maximum of $5,000,000.

              (f)  amend or alter the Certificate of Incorporation and Bylaws
    of the Corporation, or take any other action to change any right, privilege
    or obligation of the Board of Directors, including, without limitation, the
    size of the Board, the terms of the directors, and the quorum and voting
    requirements of the Board;

              (g)  authorize the merger or consolidation of the Corporation
    with or into, or the sale. transfer or other disposition of all or any
    substantial part of the assets of the Corporation to, any other person or
    entity, or the consummation of any transaction with a person or entity
    that, directly or indirectly, controls, is controlled by, or is under
    common control with, the Corporation (other than transactions between the
    Corporation and a wholly-owned subsidiary of the Corporation), or any
    material changes to the Corporation's business plan, dated November, 1995,
    a copy of which has been provided to the holders of Series A Preferred
    Stock; or


                                       3
<PAGE>

              (h)  declare or pay cash dividends on, or redeem, purchase or
    otherwise acquire for consideration, any shares of Common Stock or other
    Junior Stock, or permit any subsidiary of the Corporation, or cause any
    other person or entity, to make any distribution with respect to or
    purchase or otherwise acquire for consideration, any shares of capital
    stock of the Corporation unless the Corporation could, pursuant to this
    paragraph, make such distributions or purchase or otherwise acquire such
    shares at such time and in such manner.

         (3)  Upon the first to occur of (a) the average closing sale price per
share of the Common Stock for any one hundred eighty (180) consecutive trading
days equals or exceeds $10.00 per share and the average trading volume for such
period equals or exceeds 100,000 shares per day or (b) earnings before interest
and taxes of the Corporation, computed in accordance with generally accepted
accounting principles consistently applied, for any four consecutive quarters
equals or exceeds $3,500,000, then the consent or approval of the shares of
Series A Preferred Stock shall not be required to approve the matters described
in Paragraph (2)(e).

    E.   REDEMPTION.  The Corporation shall not have any right or obligation to
redeem any shares of Series A Preferred Stock.

    F.   LIQUIDATION, DISSOLUTION OR WINDING UP.

         (1)  In the event of any liquidation, dissolution or winding up of the
Corporation, either voluntary or involuntary, before any distribution or payment
to holders of Junior Stock, the holders of shares of Series A Preferred Stock
shall be entitled to be paid an amount equal to $4.74 per share (the
"Liquidation Preference"), plus an amount equal to all declared and unpaid
dividends, if any, with respect to each share of Series A Preferred Stock.

         (2)  If, upon any liquidation, dissolution or winding up of the
Corporation, the assets of the Corporation available for distribution to the
holders of Series A Preferred Stock shall be insufficient to permit payment in
fu11 to such holders of the sums which such holders are entitled to receive in
such case, then all of the assets available for distribution to holders of the
Series A Preferred Stock shall be distributed among and paid to such holders
ratably in proportion to the amounts that would be payable to such holders if
such assets were sufficient to permit payment in full.

         (3)  Neither the consolidation or merger of the Corporation with or
into any person or entity nor the sale or other distribution to another person
or entity of all or substantially all the assets, property or business of the
Corporation, shall be deemed to be a liquidation, dissolution or winding up of
the Corporation for purposes of this Paragraph F.

    G.   CONVERSION.

         (1)  STOCKHOLDERS' RIGHT TO CONVERT. Each share of Series A Preferred
Stock shall be convertible, at the option of the holder thereof, into fully paid
and nonassessable shares of Common Stock at the Conversion Price. The
"Conversion Price" shall mean, with respect

                                       4
<PAGE>

to each share of Series A Preferred Stock, $4.74 subject to adjustment pursuant
to Paragraph G(4) below.

         (2)  AUTOMATIC CONVERSION. On the fifth anniversary of the Issue 
Date, each share of Series A Preferred Stock shall be automatically converted 
into fully paid and nonassessable shares of Common Stock at the Conversion 
Price.

         (3)  NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION.  The 
number of shares of Common Stock to be issued upon conversion of shares of 
Series A Preferred Stock, pursuant to Paragraphs G(1) or G(2) above, shall 
be equal to the product of (X) and (Y), where (X) is a fraction, the 
numerator of which is the Liquidation Preference and the denominator of which 
is the Conversion Price and (Y) is the number of shares of Series A Preferred 
Stock to be converted.

         (4)  ANTIDILUTION ADJUSTMENTS. The Conversion Price and the securities
or other property issuable upon conversion of the Series A Preferred Stock shall
be adjusted from time to time in certain cases as follows:

              (a)  ADJUSTMENT FOR RECAPITALIZATION. If the Corporation shall,
    at any time or from time to time, subdivide its outstanding shares of
    Common Stock (or other securities at the time receivable upon the
    conversion of shares of Series A Preferred Stock) by recapitalization,
    reclassification or split-up thereof, or if the Corporation shall declare a
    stock dividend or distribute shares of Common Stock to its stockholders,
    the Conversion Price shall be proportionately decreased so that each share
    of Series A Preferred Stock upon conversion after such event shall be
    entitled to receive the aggregate number of shares of Common Stock (or
    other securities) which, if such share had been converted immediately prior
    to such event, such share would have been entitled to receive by virtue of
    such recapitalization, reclassification, stock dividend or distribution. If
    the Corporation shall, at any time or from time to time, combine the
    outstanding shares of Common Stock by recapitalization, reclassification or
    combination thereof, the Conversion Price shall be proportionately
    increased so that each share of Series A Preferred Stock upon conversion
    after such event shall be entitled to receive the aggregate number of
    shares of Common Stock (or other securities) which, if such share had been
    converted immediately prior to such event such share, would have been
    entitled to receive by virtue of such recapitalization, reclassification,
    or combination. Any such adjustments pursuant to this paragraph shall be
    effective at the close of business on the effective date of such
    subdivision or combination or if any adjustment is the result of a stock
    dividend or distribution then the effective date for such adjustment based
    thereon shall be the record date therefor. Such adjustment shall be made
    successively whenever any event listed above shall occur.

              (b)  ADJUSTMENT FOR ISSUANCE OF COMMON STOCK OR RIGHTS TO
    PURCHASE COMMON STOCK BELOW CURRENT MARKET VALUE OR DILUTION PRICE. If the
    Corporation shall, at any time or from time to time, directly or
    indirectly, sell or issue shares of Common 

                                       5
<PAGE>

    Stock or rights, options, warrants or convertible or exchange 
    securities containing the right to purchase shares of Common Stock 
    (collectively, "Rights") at a price per share of Common Stock 
    (determined in the case of Rights, by dividing (i) the total 
    consideration received or receivable by the Corporation in 
    consideration of the sale or issuance of such Rights, plus the total 
    consideration payable to the Corporation upon exercise, conversion or 
    exchange thereof, by (ii) the total number of shares of Common Stock 
    covered by such Rights) lower than the Current Market Value (as 
    defined below) per share of Common Stock on the date of such sale or 
    issuance or $2.375 per share (the "Dilution Price" and the greater of 
    the Current Market Value per share on any date and the Dilution Price 
    is referred to herein as the "Applicable Price"), then the Conversion 
    Price shall be reduced to a price determined by multiplying the 
    Conversion Price in effect immediately prior thereto by a fraction, 
    the numerator of which shall be the sum of (x) the number of shares of 
    Common Stock outstanding immediately prior to such sale or issuance 
    plus (y) the number of shares of Common Stock which the aggregate 
    consideration received for such sale or issuance  would purchase at 
    the Applicable Price per share of Common Stock on such date and the 
    denominator of which shall be the total number of shares of Common 
    Stock outstanding after such sale or issuance.  For purposes of such 
    adjustments, the shares of Common Stock issuable upon exercise, 
    conversion or exchange of any such Rights shall be deemed to be issued 
    and outstanding as of the date of such sale or issuance and the 
    consideration "received" by the Corporation therefor shall be deemed 
    to be the consideration actually received or receivable by the 
    Corporation for such Rights, plus the consideration stated in such 
    Rights to be payable to the Corporation for the shares of Common Stock 
    covered thereby.  If the Corporation shall sell or issue shares of 
    Common Stock for a consideration consisting, in whole or in part, of 
    property other than cash or its equivalent, then in determining the 
    "price per share of Common Stock" and the "consideration" received or 
    receivable by or payable to the Corporation for the purposes of this 
    paragraph, the fair value of such property shall be determined in good 
    faith by the Board of Directors. The determination of whether any 
    adjustment is required under this paragraph, by virtue of the sale or 
    issuance of any Rights, and the amount of such adjustment, if any, 
    shall be made only at the time of such issuance or sale and not at the 
    subsequent time of issuance or sale of Common Stock upon exercise, 
    conversion or exchange of such Rights.  In the event that any such 
    Rights expire unexercised, the Conversion Price shall be readjusted as 
    if such Rights had never been issued.  For purposes of calculating the 
    Current Market Value per share of Common Stock under this Paragraph, 
    such price may include a discount which is determined in good faith by 
    the Board of Directors to be reasonable and necessary in connection 
    with such sale or issuance of Common Stock or Rights; provided that 
    such discount shall not exceed thirty percent (30%).
    
              (c)  ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC.
    In the event of any reorganization of the Corporation (or any other
    corporation, the securities of which are at the time receivable on the
    conversion of shares of Series A Preferred Stock) or in the event the
    Corporation (or any such other corporation) shall consolidate 


                                       6
<PAGE>

    with or merge into another corporation or convey all or substantially 
    all of its assets to another corporation, then, and in each such case, 
    each share of Series A Preferred Stock upon conversion thereof at any 
    time after the consummation of such reorganization, consolidation, 
    merger or conveyance, shall be entitled to receive, in lieu of the 
    securities and property receivable upon the conversion of such share 
    prior to such consummation, the securities or property to which such 
    share would have been entitled upon such consummation if such share 
    had been converted immediately prior thereto. In any such event, the 
    terms of this resolution (including the provisions relating to 
    adjustments to the Conversion Price) shall be applicable to the 
    securities or property receivable upon the conversion of shares of 
    Series A Preferred Stock after such consummation.
    
              (d)  NO DILUTION.  The Corporation will not, by amendment of its
    Certificate of Incorporation or through reorganization, consolidation,
    merger, dissolution, issue or sale of securities, sale of assets or any
    other voluntary action, avoid or seek to avoid the observance or
    performance of any of the terms of this resolution, but will at all times
    in good faith assist in the carrying out of all such terms and in the
    taking of all such action as may be necessary or appropriate in order to
    protect the rights of the shares of Series A Preferred Stock against
    dilution or other impairment. Without limiting the generality of the
    foregoing, while shares of Series A Preferred Stock are outstanding, the
    Corporation will take all such action as may be necessary or appropriate in
    order that the Corporation may validly and legally issue and sell fully
    paid and non-assessable shares of capital stock upon the conversion of such
    shares.

              (e)  CERTIFICATE AS TO ADJUSTMENTS. In the event of an adjustment
    in the Conversion Price or the securities or other property issuable upon
    conversion of the Series A Preferred Stock, the Corporation at its expense
    will promptly compute such adjustment in accordance with the terms of this
    resolution and prepare a certificate executed by an executive officer of
    the Corporation setting forth such adjustment and showing in detail the
    facts upon which such adjustment is based. The Corporation will forthwith
    mail a copy of each such certificate to all holders of Series A Preferred
    Stock.

         (5)  NOTICES OF CERTAIN EVENTS. In the event:

              (a)  the Corporation shall take a record of the holders of its
    Common Stock (or other securities at the time receivable upon the
    conversion of shares of Series A Preferred Stock) for the purpose of
    entitling them to receive any dividend or other distribution, or any right
    to subscribe for, purchase or otherwise acquire any shares of stock of any
    class or any other securities, or to receive any other right; or

              (b)  of any capital reorganization of the Corporation, any
    reclassification of the capital stock of the Corporation, any consolidation
    or merger of the Corporation with or into another corporation, or any
    conveyance of all or any substantial part of the assets of the Corporation
    to another corporation; or

                                       7
<PAGE>


              (c)  of any voluntary or involuntary dissolution, liquidation or
    winding up of the Corporation,

    then, and in each such case, the Corporation shall mail or cause to be
    mailed to each holder of Series A Preferred Stock at the time outstanding a
    notice specifying, as the case may be, (i) the date on which a record is to
    be taken for the purpose of such dividend, distribution or right, and
    stating the amount and character of such dividend, distribution or right,
    or (ii) the date on which such reorganization, reclassification,
    consolidation, merger, conveyance, dissolution. liquidation or winding up
    is to take place, and the time, if any, is to be fixed, as to which the
    holders of record of Common Stock (or such other securities at the time
    receivable upon the conversion of shares of Series A Preferred Stock) shall
    be entitled to exchange their shares of Common Stock (or such other
    securities) for securities or other property deliverable upon such
    reorganization, reclassification, consolidation, merger, conveyance,
    dissolution, liquidation or winding up. Such notice shall be mailed at
    least 20 days prior to the date therein specified and shares of Series A
    Preferred Stock may be converted prior to said date.

         (6)  FRACTIONAL SHARES.  No fractional shares or scrip representing
fractional shares shall be issued upon the conversion shares of Series A
Preferred Stock, but the Corporation shall pay therefor an amount equal to the
Current Market Value of such fractional share of Common Stock in lieu of each
fraction of a share otherwise called for upon conversion of such shares.  For
purposes of this Declaration, the "Current Market Value" of a share of Common
Stock on any date shall be determined as follows:

              (a)  If the Common Stock is listed on a National Securities
    Exchange or admitted to unlisted trading privileges on such exchange or
    listed for trading on the NASDAQ system, the Current Market Value shall be
    the average closing sale price per share of the Common Stock on such
    exchange or system for the ten (10) consecutive trading days commencing
    fifteen (15) trading days before the date in question as reported (absent
    manifest error in the printing thereof) by the Wall Street Journal (Eastern
    Edition); or

              (b)  If the Common Stock is not so listed or admitted to unlisted
    trading privileges; the Current Market Value shall be the mean of the last
    reported bid and asked prices reported by the National Quotation Bureau,
    Inc. on the last trading day prior to the date in question; or

              (c)  If the Common Stock is not so listed or admitted to unlisted
    trading privileges and bid and asked prices are not so reported, the
    Current Market Value shall be the fair market value as determined in good
    faith by a committee of disinterested members of the Board of Directors
    based on a written opinion of an independent investment banking firm of
    nationally recognized stature.


                                       8

<PAGE>

         (7)  MECHANICS OF CONVERSION.  The option to convert shall be excised
by surrendering for such purpose to the Corporation, at any place where the
Corporation shall maintain a transfer agent for its Common Stock, certificates
representing the shares to be converted, duly endorsed in blank or accompanied
by proper instruments of transfer, and at the time of such surrender, the person
or entity in whose name any certificate for shares of Common Stock shall be
issuable upon such conversion shall be deemed to be the holder of record of such
shares of Common Stock on such date, notwithstanding that the share register of
the Corporation shall then be closed or that the certificates representing such
Common Stock shall not then be actually delivered to such person.

         (8)  RESERVATION OF COMMON STOCK. The Corporation shall at all times
reserve and keep available for issuance upon the conversion of the shares of
Series A Preferred Stock the maximum number of its authorized but unissued
shares of Common Stock as is reasonably anticipated to be sufficient to permit
the conversion of all outstanding shares of Series A Preferred Stock, and shall
take all action required to increase the authorized number of shares of Common
Stock if at any time there shall be insufficient authorized but unissued shares
of Common Stock to permit such reservation or to permit the conversion of all
outstanding shares of Series A Preferred Stock.

         (9)  NO CONVERSION CHARGE OR TAX. The issuance and delivery of
certificates for shares of Common Stock upon the conversion of shares of Series
A Preferred Stock shall be made without charge to the holder of shares of Series
A Preferred Stock for any issue or transfer tax, or other incidental expense in
respect of the issuance or delivery of such certificates or the securities
represented thereby, all of which taxes and expenses shall be paid by the
Corporation.

    H.   CERTAIN REMEDIES. Any registered holder of shares of Series A
Preferred Stock shall be entitled to an injunction or injunctions to prevent
breaches of the provisions of this resolution and to enforce specifically the
terms and provisions of this resolution in any court of the United States or any
state thereof having jurisdiction, this being in addition to any other remedy to
which such holder may be entitled at law or in equity.

    I.   CERTAIN INFORMATION.

         (1)  FINANCIAL INFORMATION.  Within 20 days of the end of each month,
the Corporation shall deliver to the holders of Series A Preferred Stock the
unaudited financial statements of the Corporation and its subsidiaries for such
month and for the period commencing on the first day of the fiscal year and
ending on the last day of such month, certified by the chief financial officer
of the Corporation as presenting fairly the financial condition as of such date
and for such period in conformity with generally accepted accounting principles
consistently applied, together with a certificate of such officer stating that
there has not occurred any material adverse change in the business, affairs,
operations, conditions or prospects of the Corporation. 


                                       9
<PAGE>
         (2) OTHER INFORMATION.  Within five (5) days of obtaining knowledge of
the events described below, the Corporation shall give written notice to the
holders of Series A Preferred Stock:

              (a)  of any material default or event of default under any
    material agreement, contract or undertaking to which the Corporation is
    bound;

              (b)  of any material dispute, litigation, investigation,
    proceeding or suspension which may exist at any time between the
    Corporation and any governmental entity or third party;

              (c)  of any material non-compliance by the Corporation with any
    law, rule or regulation applicable to or binding upon the Corporation or
    any of its properties or operations; or

              (d)  of any other matter that has resulted in or could reasonably
    be expected to result in a material adverse change in the business,
    affairs, operations, conditions or prospects of the Corporation.

Each notice pursuant to this section shall be accompanied by a certificate of
the chief financial officer of the Corporation setting forth details of the
occurrence referred to therein and stating what action the Corporation proposes
to take with respect thereto.

         (3)  CONFIDENTIALITY. In the event that any information provided to
the holders of Series A Preferred Stock is material non-public information, the
holders of Series A Preferred Stock shall keep such information confidential,
until such time as such information becomes generally known or available to the
Public.

    IN WITNESS WHEREOF, this Certificate of Designations has been executed on
behalf of the Corporation on this 10 day of November, 1995.

                             ELECTROPHARMACOLOGY, INC.



ATTEST:                                     By: /s/ David Saloff
                                               ---------------------------------
                                               David Saloff, Chief Executive
                                               Officer and Chairman of the Board

                               
/s/ Walter L. Wasserman        
-------------------------------
Walter L. Wasserman,
Assistant Secretary                         [CORPORATE SEAL]

[JHI HERRICK-GENERAL]020A
10561-67533


                                        10
<PAGE>
                                                             STATE OF DELAWARE
                                                            SECRETARY Of STATE
                                                      DIVISION Of CORPORATIONS
                                                     FILED 09:00 AM 12/23/1994
                                                           944254864 - 2452007

                                CERTIFICATE OF MERGER

                                          OF

                        MAGNETIC RESONANCE THERAPEUTICS, INC.
                              (a California corporation)

                                         INTO

                              ELECTROPHARMACOLOGY, INC.
                               (a Delaware corporation)

                            Pursuant to Section 252(c) of
                             the General Corporation Law


    Electropharmacology, Inc., a Delaware corporation, desiring to merge
Magnetic Resonance Therapeutics, Inc., a California corporation, pursuant to the
provisions of Section 252(c) of the General Corporation Law of the State of
Delaware, does hereby certify as follows:

    FIRST:    The names and states of incorporation of each constituent
corporation are:

    NAME                               STATE OF INCORPORATION
    ----                               ----------------------

ElectroPharmacology, Inc.                      Delaware

Magnetic Resonance Therapeutics, Inc.          California

    SECOND:   An Agreement and Plan of Merger has been approved, adopted,
certified, executed and acknowledged by Magnetic Resonance Therapeutics, Inc. in
accordance with Section 252(c) of the General Corporation Law and approved,
adopted, certified, executed and acknowledged by Electropharmacology, Inc. in
accordance with the second sentence of Section 251(f) of the General Corporation
Law (there being no shares of stock of such corporation issued prior to the
adoption by the Board of 

                                       
<PAGE>

Directors of the resolution approving the Agreement and Plan of Merger).

    THIRD:    The name of the surviving corporation is Electropharmacology,
Inc., which will continue its existence under the name Electropharmacology, Inc.
upon the effective date of the merger pursuant to the provisions of the General
Corporation Law.

    FOURTH:   The Certificate of Incorporation of Electropharmacology, Inc.
shall be the Certificate of Incorporation of the surviving corporation.

    FIFTH:    An executed copy of the Agreement and Plan of Merger is on file
at the principal place of business of the surviving corporation, 2301 N.W. 33rd
Court, Suite 102, Pompano Beach, Florida 33069, and a copy of the Agreement and
Plan of Merger will be furnished by the surviving corporation, on request and
without cost, to any shareholder of any constituent corporation.

    SIXTH:    Magnetic Resonance Therapeutics, Inc. has authorized capital
stock of 15,000,000 shares of common stock and 5,000,000 shares of preferred
stock.

    IN WITNESS WHEREOF, Electropharmacology, Inc. has caused this Certificate
to be executed by its President thereunto duly authorized this 14th day of
December, 1994

                                  ELECTROPHARMACOLOGY, INC 
                                  (a Delaware Corporation)


                                  By: /s/ David Saloff
                                     ---------------------------
                                       David Saloff, President


                                       -2-
<PAGE> 
                                                                 PAGE 1
                                  STATE OF DELAWARE

                           OFFICE OF THE SECRETARY OF STATE
 
                           --------------------------------



    I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY 
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF 
INCORPORATION OF "ELECTROPHARMACOLOGY, INC.", FILED IN THIS OFFICE ON THE NINTH
DAY OF DECEMBER, A.D. 1994, AT 9 O'CLOCK A.M.

                                                            

                                            /s/  EDWARD J. FREEL 
                                            ----------------------------------- 
                                            Edward J. Freel, Secretary of State 





2452007  8100       [SEAL]                 AUTHENTICATION:     8370973

971081527                                       DATE:          03-13-97 


                                       

<PAGE>
                                                              STATE OF DELAWARE
                                                             SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                      FILED 09:00 AM 12/09/1994
                                                            944239718 - 2452007



                             CERTIFICATE OF INCORPORATION

                                          OF

                              ELECTROPHARMACOLOGY, INC.

    FIRST:    The name of the Corporation is: ELECTROPHARMACOLOGY, INC.    

    SECOND:   The address of the Corporation's registered office In the State
of Delaware is 32 Loockerman Square, Suite L-100, in the City of Dover, County
of Kent 19904.  The name of its registered agent at such address is The
Prentice-Hall Corporation System, Inc.

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

    FOURTH:   The total number of shares of capital stock which the Corporation
shall have authority to issue is eleven million (11,000,000) shares, of which
ten million (10,000,000) shares shall be Common Stock, par value $.01 per share,
and one million (1,000,000) shares shall be Preferred Stock, par value $.01 per
share.

         The Preferred Stock may be issued from time to time in one or more
series.  The Board of Directors of the Corporation is hereby expressly
authorized to provide, by resolution or resolutions duly adopted by it prior to
issuance, for the creation of each such series and to fix the designation and
the powers, preferences, rights, qualifications, limitations and restrictions


                                       
<PAGE>
relating to the shares of each such series. The authority of the Board of
Directors with respect to each series of Preferred Stock shall include, but not
be limited to, determining the following:

         (a)  the designation of such series, the number of shares to
    constitute such series and the stated value if different from the par value
    thereof;

         (b)  whether the shares of such series shall have voting rights, in
    addition to any voting rights provided by law, and, if so, the terms of 
    such voting rights, which may be general or limited;

         (c)  the dividends, if any, payable on such series, whether any such
    dividends shall be cumulative, and, if so, from what dates, the conditions
    and dates upon which such dividends shall be payable, and the preference or
    relation which such dividends shall bear to the dividends payable on any
    shares of stock of any other class or any other series of Preferred Stock;

         (d)  whether the shares of such series shall be subject to redemption
    by the Corporation, and, if so, the times, prices and other conditions of
    such redemption;

         (e)  the amount or amounts payable upon shares of such series upon,
    and the rights of the holders of such series in, the voluntary or
    involuntary liquidation, dissolution or winding up, or upon any 
    distribution of the assets, of the Corporation;

         (f)  whether the shares of such series shall be subject to the
    operation of a retirement or sinking fund and, if so, 


                                       -2-
<PAGE>

    the extent to and manner in which any such retirement or sinking fund 
    shall be applied to the purchase or redemption of the shares of such 
    series for retirement or other corporate purposes and the terms and 
    provisions relating to the operation thereof;

         (g)  whether the shares of such series shall be convertible into, or
    exchangeable for, shares of stock of any other class or any other series of
    Preferred Stock or any other securities and, if so, the price or prices or
    the rate or rates of conversion or exchange and the method, if any, of
    adjusting the same, and any other terms and conditions of conversion or
    exchange;

         (h)  the limitations and restrictions, if any, to be effective while
    any shares of such series are outstanding upon the payment of dividends or
    the making of other distributions on, and upon the purchase, redemption or
    other acquisition by the Corporation of, the Common Stock or shares of
    stock of any other class or any other series of Preferred Stock;

         (i)  the conditions or restrictions, if any, upon the creation of
    indebtedness of the Corporation or upon the issue of any additional stock,
    including additional shares of such series or of any other series of
    Preferred Stock or of any other class; and

         (j)  any other powers, preferences and relative, participating,
    optional and other special rights, and any qualifications, limitations and
    restrictions, thereof. 

                                       -3-

<PAGE>

    The powers, preferences and relative, participating, optional and other
special rights of each series of Preferred Stock, and the qualifications,
limitations or restrictions thereof, if any, may differ from those of any and
all other series at any time outstanding.  All shares of any one series of
Preferred Stock shall be identical in all respects with all other shares of such
series, except that shares of any one series issued at different times may
differ as to the dates from which dividends thereof shall be cumulative.

         FIFTH:    The name and address of the sole incorporator is as follows:

         NAME                     ADDRESS

    Ralph D. Mosley, Jr.     405 Lexington Avenue
                             New York, New York 10174


         SIXTH:    Unless required by law or determined by the chairman of the
meeting to be advisable, the vote by stockholders on any matter, including the
election of directors, need not be by written ballot.

         SEVENTH:  The Corporation reserves the right to increase or decrease
its authorized capital stock, or any class or series thereof, and to reclassify
the same, and to amend, alter, change or repeal any provision contained in the
Certificate of Incorporation under which the Corporation is organized or in any
amendment thereto, in the manner now or hereafter prescribed by law, and all
rights conferred upon stockholders in said Certificate of Incorporation or any
amendment thereto are granted subject to the aforementioned reservation.


                                       -4-

<PAGE>
         EIGHTH:   The Board of Directors shall have the power at any time,
and from time to time, to adopt, amend and repeal any and all By-Laws of the
Corporation.

         NINTH:    All persons who the Corporation is empowered to indemnify 
pursuant to the provisions of Section 145 of the General Corporation Law of the
State of Delaware (or any similar provision or provisions of applicable law at 
the time in effect), shall be indemnified by the Corporation to the full extent 
permitted thereby. The foregoing right of indemnification shall not be deemed to
be exclusive of any other rights to which those seeking indemnification may be 
entitled under any by-law, agreement, vote of stockholders or disinterested 
directors, or otherwise.  No repeal or amendment of this Article NINTH shall 
adversely affect any rights of any person pursuant to this Article NINTH which 
existed at the time of such repeal or amendment with respect to acts or 
omissions occurring prior to such repeal or amendment.

    TENTH:    No director of the Corporation shall be personally liable to the
Corporation or its stockholders for any monetary damages for breaches of
fiduciary duty as a director, provided that this provision shall not eliminate
or limit the liability of a director (i) for any breach of the director's duty
of loyalty to the Corporation or its stockholders; (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law; (iii) under Section 174 of the General Corporation Law of the State of
Delaware; or (iv) for any transaction from which the director derived an
improper


                                      -5-
<PAGE>

personal benefit.  No repeal or amendment of this Article TENTH shall adversely
affect any rights of any person pursuant to this Article TENTH which existed at
the time of such repeal or amendment with respect to acts or omissions occurring
prior to such repeal or amendment.

    The undersigned incorporator hereby affirms that the statements made herein
are true under penalties of perjury, and is hereby executing this Certificate of
Incorporation this 9th day of December, 1994.





                                            /s/ Ralph D. Mosley, Jr.   (L.S.)
                                            -----------------------------------
                                            Ralph D. Mosley, Jr.







                                       -6-