STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 3/10/1999
  991092790  - 2313347



                                     FORM OF

             SECOND AMENDED AND RESTATED CERTIFICATE OF INCOPORATION
                        OF MENLO ACQUISITION CORPORATION

                             A Delaware Corporation

                  (Originally Incorporated on October 21, 1992)


         MENLO  ACQUISITION  CORPORATION,  a corporation  organized and existing
under the General Corporation Law of the State of Delaware,

         DOES HEREBY CERTIFY:

         FIRST:            That  the  name of this  corporation  is  MENLO
ACQUISITION  CORPORATION  (hereinafter  referred  to as the "Corporation").

         SECOND:   That  the  original   Certificate  of  Incorporation  of  the
Corporation was filed with the Secretary of State of the State of Delaware under
the name FOCAL  SURGERY,  INC. on October  21,  1992.  An Amended  and  Restated
Certificate  of  Incorporation  was  filed  with the  Secretary  of State of the
Delaware under the name FOCAL  SURGERY,  INC. on April 27, 1993 and an amendment
to  that  Amended  and  Restated  Certificate  of  Incorporation,  revising  the
authorized capital of the Corporation,  was filed with the Secretary of State of
the State of Delaware on September 24, 1993. A further  amendment to the Amended
and Restated  Certificate  of  Incorporation,  further  revising the  authorized
capital of the  Corporation  and changing the name of the  corporation  to FOCUS
SURGERY, INC., was filed with the Secretary of State of the State of Delaware on
June 17, 1994. A further  amendment to the Amended and Restated  Certificate  of
Incorporation,  changing  the  name  of the  Corporation  to  MENLO  ACQUISITION
CORPORATION,  was filed with the  Secretary of State of the State of Delaware on
February 4, 1997.

         THIRD:  That  provision  for the  making  of this  Second  Amended  and
Restated  Certificate of Incorporation is contained in an order dated 10/28/1998
(the  "Confirmation  Order")  of the  United  States  Bankruptcy  Court  for the
Northern District of California in case No. 96-41107-N confirming the Chapter 11
Plan of Reorganization of the Corporation (the "Plan").

         FOURTH:   That  the   Confirmation   Order  empowers  and  directs  the
Corporation  to execute such  documents and take, or cause to be taken,  any and
all actions required to enable the effective  implementation of the Plan and the
Confirmation  Order and that the Plan  contemplates  the  filing of this  Second
Amended and Restated  Certificate  of  Incorporation  in order to effectuate the
Plan's provisions.

         FIFTH: That in accordance with Sections 242, 245 and 303 of the General
Corporation  Law of the State of  Delaware,  this Second  Amended  and  Restated
Certificate  of  Incorporation  restates and  integrates  and further amends the
provisions of the Amended and Restated Certificate of Incorporation, as amended,
of the Corporation.

         SIXTH;   The  text  of  the  Amended  and   Restated   Certificate   of
Incorporation, as amended, is hereby restated and further amended to read in its
entirety as hereinafter set forth:

<PAGE>


                                 ARTICLE I: NAME

          The name of this  corporation is MENLO  ACQUISITION  CORPORATION  (the
"Corporation").

               ARTICLE II: REGISTERED AGENT AND REGISTERED OFFICE

         The  address  of the  corporation's  registered  office in the State of
Delaware is 1013 Centre Road, in the City of  Wilmington,  County of New Castle.
The name of the registered agent at such address is CORPORATION SERVICE COMPANY.


                              ARTICLE III: PURPOSE

         The nature of the  business or purposes to be  conducted or promoted is
to engage in any lawful act of activity for which  corporations may be organized
under the General Corporation Law of the State of Delaware.


                         ARTICLE IV: AUTHORIZED CAPITAL

         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 is the  Corporation  is  authorized to issue is
Forty-Two Million  (42,000,000)  shares. Forty Million (40,000,000) shares shall
be Common Stock, par value $0.0001 per share, and Two Million (2,000,000) shares
shall be Preferred Stock, par value $0.0001 per share.

         B.  Rights,  Preferences  and  Restrictions  of  Preferred  Stock.  The
Preferred  Stock  authorized by this Second Amended and Restated  Certificate of
Incorporation  may be issued from time to time in one or more series.  The Board
of Directors  is hereby  authorized,  within the  limitations  and  restrictions
stated in this Second Amended and Restated Certificate of Incorporation,  to fix
or alter the divided rights,  dividend rate,  conversion rights,  voting rights,
rights and terms of redemption  (including sinking fund provisions),  redemption
price or prices and  liquidation  preferences of any wholly  unissued  series of
Preferred Stock,  and any other relative rights,  preferences and limitations of
that  series,  and the  number of shares  constituting  any such  series and the
designation  thereof,  or any of them, and to increase or decrease the number of
shares of any series  subsequent to the issue of shares of that series,  but not
below the number of shares of such series then  outstanding.  In case the number
of shares of any series  shall be so  decreased,  the shares  constituting  such
decrease  shall  resume the status  which they had prior to the  adoption of the
resolution originally fixing the number of shares of such series.


                          ARTICLE V: BOARD OF DIRECTORS

         A. The business and affairs of the Corporation  shall be managed by its
Board of Directors, which may exercise all such powers of the Corporation and do
all such lawful acts and things as are not by statute or this Second Amended and
Restated  Certificate  directed  or  required  to be  exercised  or  done by the
stockholders of the Corporation.  The number of directors which shall constitute
the whole Board of Directors  (the "Whole Board") shall be not less than one (1)
nor more than fifteen  (15).  Subject to the rights of the holders of any series
of Preferred Stock to elect additional directors under specified  circumstances,
the number of directors  that shall  constitute  the Whole Board shall be fixed,
from time to time,  within the  foregoing  minimum and maximum,  by the Board of
Directors  pursuant  to a  resolution  adopted  by a  majority  of the  Board of
Directors.


                                       2.

<PAGE>



         B.  Election  of  directors  need not be by written  ballot  unless the
Bylaws of the Corporation shall so provide.

         C. Except as  otherwise  provided in this Second  Amended and  Restated
Certificate of Incorporation, in furtherance and not in limitation of the powers
conferred by statute,  the Board of Directors is expressly  authorized  to make,
repeal, alter, amend and rescind any or all Bylaws of the Corporation.


                ARTICLE VI: LIMITATION ON LIABILITY OF DIRECTORS

         A. A Director of the Corporation  shall not be personally liable to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director,  except for liability  (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
any improper  personal benefit.  If the General  Corporation Law of the State of
Delaware is hereafter amended to authorize further  elimination of or limitation
on the  liability  of a  director  of a  corporation,  then the  liability  of a
director  of this  Corporation  shall be  eliminated  or limited to the  fullest
extent permitted by the General Corporation Law of the State of Delaware,  as so
amended.


         B.  Any  repeal  or   modification  of  this  Article  VI  by  (i)  the
stockholders of the Corporation or (ii) amendment to the General Corporation Law
of the State of Delaware (unless such statutory amendment  specifically provides
to the contrary)  shall not adversely  affect any right or protection,  existing
immediately  prior to the  effectiveness  of such  repeal or  modification  with
respect to any acts or omissions occurring either before or after such repeal or
modification,  of a person  serving as a director  at the time of such repeal or
modification.



         ARTICLE VII: INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS


         A. The Corporation  shall,  to the fullest extent  permitted by Section
145 of the General  Corporation  Law of the State of  Delaware,  as amended from
time to time, indemnify each person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal,  administrative or investigative, by reason of the fact
that he is or was,  or has  agreed to  become,  a  director  or  officer of this
Corporation,  or is or was  serving,  or has agreed to serve,  at the request of
this Corporation, as a director, officer or trustee of, or in a similar capacity
with, another corporation, partnership, joint venture, trust or other enterprise
(including  any employee  benefit  plan),  or by reason of any action alleged to
have been taken or omitted in such  capacity,  against all  expenses  (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably incurred by him or on his behalf in connection with such action, suit
or proceeding and any appeal therefrom.

         B.  Indemnification  may include payment by the Corporation of expenses
in defending  any action or proceeding  in advance of the final  disposition  of
such  action  or  proceeding  upon  receipt  of an  undertaking  by  the  person
indemnified  to repay such  payment  if it is  ultimately  determined  that such
person  is not  entitled  to  indemnification  under  this  Article  VII,  which
undertaking may be accepted without  reference to the financial  ability of such
person to make such repayment.


                                       3.


<PAGE>


         C. The  indemnification  rights  provided in this Article VII (i) shall
not be deemed  exclusive of any other rights to which those  indemnified  may be
entitled  under any law,  agreement  or vote of  stockholders  or  disinterested
directors  or  otherwise  and (ii)  shall  inure to the  benefit  of the  heirs,
executors and administrators of such persons. The Corporation may, to the extent
authorized  from time to time by its Board of Directors,  grant  indemnification
rights to other employees or agents of this Corporation or other persons serving
this  Corporation and such rights may be equivalent to, or greater or less than,
those set forth in this Article VII.

         D.  Any  repeal  or  modification  of  this  Article  VII  by  (i)  the
stockholders of the Corporation or (ii) amendment to the General Corporation Law
of the State of Delaware (unless such statutory amendment  specifically provides
to the contrary)  shall not adversely  affect any right or protection,  existing
immediately  prior to the  effectiveness  of such  repeal or  modification  with
respect to any acts of omissions occurring either before or after such repeal or
modification, of a person otherwise entitled to indemnification hereunder at the
time of such repeal or modification.



                             ARTICLE VIII: DURATION

                  The duration of the Corporation is perpetual, unless dissolved
according to law.


                          ARTICLE IX: PREEMPTIVE RIGHTS

                  Unless  otherwise  provided  by the  Board of  Directors  with
respect  to a  particular  series  of  Preferred  Stock,  no holder of shares of
capital stock of the  Corporation  shall have any preemptive or similar  rights,
except as such  rights are  expressly  provided  by  contract,  to  purchase  or
subscribe for or receive any shares of any class, or series thereof,  of capital
stock of the Corporation,  whether now or hereafter authorized,  or any warrant,
option, bond, debenture or other security convertible into,  exchangeable for or
carrying any right to purchase any shares of any class,  or series  thereof,  of
capital stock of the Corporation.


                      ARTICLE X: COMPROMISE OR ARRANGEMENT

                  Whenever a compromise or  arrangements  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 this  Corporation  under
the  provisions  of  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 the  provisions  of  Section  279 of Title 8 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 a 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.  Nothing  contained herein shall affect or impair
the  Corporation's  ability to avail  itself of any other  state or federal  law
concerning insolvency and/or reorganization,  including but not limited to Title
11 of the U.S. Code.


                                       4.



<PAGE>



                          ARTICLE XI: FURTHER AMENDMENT


                  The Corporation  reserves the right to amend, alter, change or
repeal any provision  contained in this Second Amended and Restated  Certificate
of Incorporation,  in the manner now or hereafter prescribed by statute, and all
rights  conferred  upon   stockholders   herein  are  granted  subject  to  this
reservation.


                  IN WITNESS  WHEREOF,  the  undersigned  has caused this Second
Amended  and  Restated  Certificate  of  Incorporation  to be signed by its duly
authorized officer this 10th day of March 1999.




                                          /s/  Richard S. Greenberg

                              Print name: Richard S. Greenberg, Ph.D.

                              Title:      Chairman  and Chief Executive Officer

                                       5.