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 AMENDMENT OF "FOCAL SURGERY, INC.", CHANGING ITS NAME FROM "FOCAL
SURGERY, INC." TO "FOCUS SURGERY, INC.", FILED IN THIS OFFICE ON THE SEVENTEENTH
DAY OF JUNE, A.D. 1994 AT 10 O'CLOCK A.M.


                                     SEALED






                                      /s/  Edward J. Freel
                                       Edward J. Freel, Secretary of State



2313347     8100
981104690
                                       AUTHENTICATION:  8981527
                                              DATE:    03-19-98
<PAGE>



                           CERTIFICATE OF AMENDMENT OF
                         CERTIFICATE OF INCORPORATION OF
                               FOCAL SURGERY, INC.

         FOCAL  Surgery,  Inc., a corporation  organized and existing  under the
General Corporation Law of the State of Delaware (the "Corporation") does hereby
certify :

         FIRST:  That at a meeting of the Board of Directors  of FOCAL  Surgery,
Inc.,  resolutions  were duly adopted setting forth a proposed  amendment of the
Restated  Certificate  of  Incorporation  of said  corporation,  declaring  said
amendment  to be  advisable  and calling a meeting of the  stockholders  of said
corporation for consideration thereof. The resolution setting forth the proposed
amendment is as follows:

         RESOLVED, that the Amended and Restated Certificate of Incorporation of
the  corporation  be amended by striking  Article I and Article IV, Section A in
their entirety and replacing therefor:


                                    Article I

         The name of this corporation is FOCUS Surgery, Inc. (the "Corporation")

                                       And

                                   Article IV


         A..  Classes  of Stock.  The  Corporation  is  authorized  to issue two
classes of stock to be designated,  respectively,  "Common Stock" and "Preferred
Stock." The total number of shares which the  Corporation is authorized to issue
is Forty Two Million (42,000,000) shares. Forty Million (40,000,000) shares, par
value  $0.,0001 per share,  shall be Common Stock,  and Two Million  (2,000,000)
shares, par value $0.0001 per share, shall be Preferred Stock."

         SECOND:  That  thereafter,  pursuant  to  resolution  of its  Board  of
Directors,  a special meeting of the  stockholders of said  corporation was duly
called and held,  upon  notice in  accordance  with  Section  222 of the General
Corporation  law of the State of Delaware at which meeting the necessary  number
of shares as required by statute were voted in favor of the amendment.


         THIRD:          That said amendment was duly adopted in accordance with
the provisions of Section 242 of the General Corporation Law of the State of
Delaware.


         IN WITNESS  WHEREOF,  the undersigned has caused this Certificate to be
signed and  attested to by its duly  authorized  officers  this 15th day of June
1994.


                                        FOCUS SURGERY, INC.

                                        /s/  Edward C. Driscoll, Jr.
                                        Edward C. Driscoll, Jr., PhD, President

                                        /s/ Marshall A. Petersen
                                        Marshall A. Petersen, Secretary

                                                       STATE OF DELAWARE
                                                       SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 10:00 AM 06/17/1994
                                                       944110000  -2313347