Exhibit 3(a)(4)
RESTATED CERTIFICATE OF INCORPORATION

OF

LIFEPOINT, INC.


It is hereby certified that:

1.      (a)  The present name of the corporation (hereinafter called the
"Corporation") is LifePoint, Inc.

	(b)  The name under which the Corporation was originally incorporated
is U.S. Drug Testing, Inc.; and the date of filing the original Certificate of
Incorporation of the Corporation with the Secretary of State of the State of
Delaware is October 8, 1992.

2.      The provisions of the Certificate of Incorporation of the Corporation,
as heretofore amended and/or supplemented, are hereby restated and integrated
into the single instrument which is hereinafter set forth, and which is
entitled Restated Certificate of Incorporation of LifePoint, Inc., without
further amendment and without any discrepancy between the provisions of the
Certificate of Incorporation as heretofore amended and supplemented and the
provisions of the said single instrument hereinafter set forth except for the
deletion of the name and address of the incorporator.

3.      The Board of Directors of the Corporation has duly adopted this
Restated Certificate of Incorporation pursuant to the provisions of Section
245 of the General Corporation Law of the State of Delaware in the form set
forth as follows:

	       " Restated Certificate of Incorporation

				of

			LifePoint, Inc.

FIRST:  The name of the Corporation (hereinafter called the "Corporation") is
LifePoint, Inc.

SECOND:  The address, including street number, city, and county, of the
registered office of the Corporation in the State of Delaware is 1013
Centre Road, City of Wilmington, County of New Castle; and the name of the
registered agent of the Corporation in the State of Delaware 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 corporations may be organized under the General Corporation
Law of the State of Delaware.

FOURTH:  A.  The total number of shares of stock (hereinafter referred to as
the "Capital Stock") which the Corporation shall have authority to issue is
53,000,000, all of which shares shall have the par value of $.001 per share,
and the Capital Stock shall be divided into two classes:

1.      3,000,000 of the shares shall be Preferred Stock.

2.      50,000,000 of the shares shall be Common Stock.

B.      The relative rights, powers, privileges, preferences, participations,
qualifications, limitations and restrictions of the classes of the Capital
Stock are as follows:

1.      Series A 10% Cumulative Convertible Preferred Stock

(a)     Designation of Series.  Of the 3,000,000 shares of the Preferred
Stock of various series that the Corporation shall be authorized to issue,
600,000 shares shall be available for issuance as the initial series of the
Preferred Stock of the Corporation with the designation "Series A 10%
Cumulative Convertible Preferred Stock" (hereinafter called the "Series A
Preferred Stock"), which the Corporation shall be entitled to issue with the
relative powers, rights, preferences and limitations hereinafter set forth in
subparagraphs Fourth B.1(b) to (i) hereof.

(b)     Priority.  The Series A Preferred Stock shall, to the extent of its
relative rights, powers and preferences as hereinafter set forth, be senior
to any and all classes and series of the Capital Stock now or hereafter created
by the Corporation, including, without limitation, the other series of the
Preferred Stock and the Common Stock.

(c)     Dividends.  The holders of shares of the Series A Preferred Stock
shall be entitled, when and as declared by the Board of Directors, out of the
funds of the Corporation legally available therefor, cumulative dividends at
the rate of $1.00 per annum per share of the Series A Preferred Stock, in
accordance with the provisions of this subparagraph Fourth B.1(c)  Such
dividends shall be prior and in preference to any declaration or payment of
any dividend or any distribution (as hereinafter defined in subparagraph
Fourth B.1 (c) (vii) hereof) on shares of the Common Stock, or any other
class or series of the Capital Stock (including any other series of the
Preferred Stock) ranking junior to the Series A Preferred Stock upon
liquidation, upon redemption or as to dividends (the Common Stock and such
other class or series of the Capital Stock hereinafter collectively referred
to as the "Junior Stock").

(i)     Payment.  Dividends on the Series A Preferred Stock shall be
cumulative and shall accrue on each share of the Series A Preferred Stock
(whether or not earned or declared) from day to day from the date of original
issuance (but not earlier than the Subsequent Offering Termination Date as
such term is defined in the Corporation's Confidential Private Placement
Memorandum dated as of December 15, 1998).  Dividends shall be payable
semiannually, in arrears, on the first day of January and July of each year
commencing on July 1, 1999, unless any such date is a non-Business Day, in
which event the dividend shall be payable on the next Business Day.  Dividends
for any period that is less than six full calendar months shall be pro-rated
based upon a 365-day-year.  The Corporation shall not declare or pay the
scheduled dividend for any semiannual period unless the Corporation has
sufficient funds legally available for such purpose.

(ii)    Record Date.  When the Board of Directors declares a semiannual
dividend, the dividend shall be payable to the holders of record of the
Series A Preferred Stock on the 15th day of the month (if a Business Day;
if not, on the next Business Day) immediately preceding the respective
dividend payment date or on such other record date as shall be fixed by the
Board of Directors, provided that the record date shall not be more than
60 or less than 10 days prior to the dividend payment date.

(iii)   Payment Form.  At its option, the Corporation may pay a dividend in
cash or in the form of shares of the Common Stock on the basis of the Average
Market Price (as hereinafter defined in this subparagraph Fourth B.1(c)(iii))
of the Common Stock for the 20 trading days immediately preceding the record
date for such dividend.  For purposes of this subparagraph Fourth B.1(c)(iii),
the Average Market Price for a 20-trading-day period shall be determined as
follows: (1) if the Common Stock shall then be listed on a national securities
exchange or on The Nasdaq Stock Market, Inc. (hereinafter referred to as
"Nasdaq"), whether the National Market System or the SmallCap Market, the
Average Market Price shall mean the average of the closing sale prices on the
exchange or quoted for Nasdaq for each trading day during such 20-trading-day
period or (2) if the Common Stock shall not then be listed on an exchange or
quoted on Nasdaq, the Average Market Price shall mean the average of the bid
and asked prices for the Common Stock in the OTC Bulletin Board of the National
Association of Securities Dealers, Inc. (hereinafter referred to as the
"NASD"), if so quoted, or, if not so quoted, in the pink sheets as reported by
the National Quotation Bureau, Inc., or other organization performing similar
functions in the over-the-counter market, for each trading day during such
20-trading-day period.

(iv)    Accrued and Unpaid Dividends.  Except as set forth in subparagraph
Fourth B.2 (c) (v) hereof or except as may be waived by the holders of not
less than 66 2/3% of the then outstanding shares of the Series A Preferred
Stock, so long as any shares of the Series A Preferred Stock shall be
outstanding and unless and until all accumulated but unpaid dividends on the
Series A Preferred Stock shall have been paid or provided for, then (1) no
dividends shall be paid, whether in cash or property, nor shall any
distribution be made, on the Junior Stock (other than dividends or
distributions on the Common Stock in shares of the Capital Stock of the
Corporation or subscription rights, options or warrants to subscribe for or
purchase shares of any such Capital Stock); (2) no shares of the Junior Stock
shall be redeemed, purchased or otherwise acquired for any consideration by
the Corporation (except by conversion into, or exchange for, shares of the
Junior Stock); and (3) the Corporation shall not distribute to the holders of
the Junior Stock any assets upon liquidation, dissolution or winding up of the
Corporation.

(v)     Partial Payment.  Notwithstanding the provisions of subparagraph
Fourth B.1 (c) (iv) hereof, the Board of Directors may declare the payment of
a dividend on the Series A Preferred Stock in an amount less than all
accumulated but unpaid dividends thereon provided that the Corporation has
sufficient funds legally available for such purpose.

(vi)    Interest.  If the dividends on any shares of the Series A Preferred
Stock shall be in arrears, the holders thereof shall not be entitled to any
interest thereon or any other sum of money in lieu thereof.

(vii)   Definition of Distribution.  For purposes of this subparagraph Fourth
B.1 (c), unless the context otherwise requires, "distribution" shall mean the
transfer of cash or property without consideration, whether by way of dividend
or otherwise, payable other than in shares of the Capital Stock (other than
redemptions as set forth in subparagraph Fourth B.1 (d) hereof or repurchases
of shares of the Common Stock held by employees or consultants of the
Corporation upon termination of their employment or services pursuant to
agreements providing for such repurchase) for cash or property, including any
such transfer, purchase or redemption by a subsidiary of the Corporation.

(d)     Redemptions.

(i)     Optional Redemption.  The Corporation may, but shall not be obligated
to, redeem, in whole or in part (but only in multiples of 500 shares unless
the holder owns less than 500 shares), shares of the Series A Preferred Stock
at any time on or after July 1, 1999 at a redemption price of $10.00 per share,
plus all accrued but unpaid dividends to the date of redemption (hereinafter
referred to as the "Optional Redemption Date") designated in the Notice of
Redemption (as hereinafter defined in subparagraph Fourth B.1 (d) (v) hereof),
payable in the Board's discretion in cash or in the form of shares of the
Common Stock on the basis of the Average Market Price of the Common Stock for
the 20 trading days immediately preceding the date of the Notice of Redemption,
the Average Market Price being determined pursuant to subparagraph Fourth B.1
(c) (iii) hereof in the same manner as for a dividend in shares of the Common
Stock.  Each Notice of Redemption shall be mailed, not less than 30 nor more
than 60 days prior to the Optional Redemption Date, to each holder of record
of the shares of the Series A Preferred Stock to be redeemed at his, her or
its address as it appears in the records of the Corporation.  Payment of the
accrued but unpaid dividends shall be made in the manner provided in
subparagraph Fourth B.1 (c) (iii) hereof.

(ii)    Partial Optional Redemption.  To the extent that less than all of the
outstanding shares of the Series A Preferred Stock are to be redeemed pursuant
to subparagraph Fourth B.1 (d) (i) hereof, then the following provisions shall
be applicable:

	(1)     The number of shares to be redeemed shall be determined by the
	Board of Directors of the Corporation and, if the shares of the Series
	A Preferred Stock are held by more than one stockholder on the Optional
	Redemption Date, the Corporation shall redeem from each stockholder a
	pro rata number of shares which, for each stockholder, shall be
	calculated by multiplying (a) the total number of shares of the Series
	A Preferred Stock to be redeemed pursuant to subparagraph Fourth B.1
	(d) (i) on such Optional Redemption Date by (b) a fraction, the
	numerator of which shall equal the number of shares of the Series A
	Preferred Stock owned by such stockholder on such Optional Redemption
	Date and the denominator of which shall equal the total number of
	shares of the Series A Preferred Stock issued and outstanding on such
	Optional Redemption Date.

	(2)     The Corporation shall issue and deliver to the holder, at the
	expense of the Corporation, a certificate for the shares of the Series
	A Preferred Stock not redeemed.

(iii)   Mandatory Redemption.  So long as any of the Series A Preferred Stock
shall be outstanding, if the Average Market Value (as hereinafter defined in
subparagraph Fourth B.1 (d) (iv) hereof) of the Common Stock is $4.00 or more
per share for a period of 30 days, the Corporation shall, by a Notice of
Redemption to the holders of the then outstanding shares of the Series A
Preferred Stock in the manner provided in subparagraph  Fourth 1.b (d) (v)
hereof, call such shares for redemption as of a date not less than ten nor
more than 30 days after the date the Notice is given (hereinafter referred
to as the "Mandatory Redemption Date") and, in lieu of a cash payment, shall
issue shares of the Common Stock to the holders as if they had converted,
pursuant to subparagraph Fourth B.1 (f) hereof, on the Mandatory Redemption
Date.  Each Notice of Redemption shall be mailed to each holder of record of
the shares of the Series A Preferred Stock at his, her or its address as it
appears in the records of the Corporation.

(iv)    Average Market Price.  For the purpose of subparagraph Fourth 1.b (d)
(iii) hereof, the Average Market Price for a 30-day period shall be (1) if
the Common Stock shall be listed on a national securities exchange or on
Nasdaq, the average of the closing sales prices on the exchange or quoted
for Nasdaq for each trading day during such 30-day period or (2) if the
Common Stock shall not be listed on an exchange or quoted on Nasdaq, the
average of the bid and asked prices for the Common Stock in the OTB Bulletin
Board of the NASD, if so quoted, or, if not so quoted, in the pink sheets as
reported by the National Quotation Bureau, Inc., or other organization
performing similar functions in the over-counter market, for each trading
day during such 30-day period.

(v)     Notice of Redemption.  The Notice of Redemption shall state:

	(1)     the redemption date (which, if the required date is a
	non-Business Day, shall be the next Business Day);

	(2)     the number of shares of the Series A Preferred Stock to be
	redeemed and, if less than all of the shares held by such holder are
	to be redeemed, the number of such shares of such holder to be
	redeemed;

	(3)     the redemption price per share and the aggregate redemption
	price;

	(4)     the accumulated but unpaid dividends to be paid with the
	redemption price; and

	(5)     the place or places where such shares are to be surrendered
	for payment of the redemption price.

Neither failure to mail any such notice to one or more holders nor any defect
in such Notice of Redemption shall effect the sufficiency of the proceedings
for redemption as to the other holders.

(vi)    Termination of Rights.  Unless the Corporation shall have defaulted
in the payment of the redemption price, (1) from and after each redemption
date all dividends on the shares of the Series A Preferred Stock called for
redemption shall cease to accrue and (2) on such redemption date (a) all rights
of the holders of such shares of the Series A Preferred Stock shall cease and
terminate, except the right to receive the redemption price of the Series A
Preferred Stock upon the presentation and surrender to the Corporation of the
certificates representing the same and the right to convert, pursuant to
subparagraph Fourth B.1 (f) hereof, on or prior to such redemption date; (b)
such shares of the Series A Preferred Stock shall not thereafter be transferred
(except with the consent of the Corporation) on the books of the Corporation;
and (c) such shares of the Series A Preferred Stock shall not be deemed to be
outstanding for any purpose whatsoever.

(vii)   Status of Redeemed Shares.  Shares of the Series A Preferred Stock
which have been redeemed or reacquired in any manner (including upon
conversion in accordance with subparagraph Fourth B.1 (f) hereof) shall,
upon compliance with any applicable provisions of the General Corporation
Law of the State of Delaware (hereinafter referred to as the "GCL," which
definition as used herein shall include any successor statute), have the
status of authorized and unissued shares of the Preferred Stock not
constituting part of any series of the Preferred Stock, unless the Board of
Directors elects by resolution to retain the shares of the Series A Preferred
Stock that were redeemed or reacquired as treasury shares or to retire the
same and reduce the capital of the Corporation in accordance with the GCL.

(viii)  Deposits in Trust.  If the Corporation shall deposit, as a trust fund
with any bank or trust company having a capital surplus and undivided profits
of at least $25,000,000, a sum sufficient to redeem on the date fixed for
redemption thereof any shares of the Series A Preferred Stock called or
scheduled for redemption (including within such sum, if applicable, an amount
sufficient to pay all accumulated but unpaid dividends to the date of deposit),
with irrevocable instructions and authority for the bank to pay the redemption
price (and, if applicable, the accumulated but unpaid dividends to the date of
deposit) of such shares upon surrender of the certificate or certificates
evidencing the shares to be redeemed, then from and after the date of deposit
(even if prior to the date fixed for redemption) all rights of the holders of
such shares shall cease and terminate except only the right either (1) to
receive the redemption price and, if applicable, accumulated but unpaid
dividends to the date of deposit or (2) to convert the shares of the Series A
Preferred Stock into shares of the Common Stock in accordance with subparagraph
Fourth B.1 (f) hereof, in the event of which conversion the funds not so used
shall be returned to the Corporation.

(e)     Preference on Liquidation.  Subject to the prior rights of creditors,
the holders of shares of the Series A Preferred Stock shall be entitled to
receive, upon any liquidation, dissolution or winding up of the Corporation,
$10.00 per share plus accumulated but unpaid dividends to the date of payment
before any distribution of assets of the Corporation may be made to the holders
of the Junior Stock.  If, upon such liquidation, dissolution or winding up of
the Corporation, the assets of the Corporation are insufficient to permit full
payment to the holders of the Series A Preferred Stock, then the entire
available assets (after satisfying the rights of prior creditors) shall be
distributed ratably to the holders of the Series A Preferred Stock.  After
payment of the full amount of the preferential liquidation distribution to
which they are entitled and, if applicable, any accumulated but unpaid
dividends, the holders of the shares of the Series A Preferred Stock shall
not be entitled to any further participation in any distribution of assets by
the Corporation.  Written notice of such liquidation, dissolution or winding
up, stating a payment date, the amount of the liquidation payment and the place
where such sums shall be payable shall be sent by mail, postage prepaid, not
less than 60 days prior to the payment date stated therein, to the holders of
record of the Series A Preferred Stock, such notice to be addressed to each
such holder at his, her or its address as shown in the records of the
Corporation.  A consolidation or merger of the Corporation with or into
another corporation or corporations shall not be deemed to be a liquidation,
dissolution or winding up of the Corporation within the meaning hereof if the
Corporation is the survivor or if the Corporation is not the survivor and the
holders of at least 66 2/3% of the then outstanding shares of the Series A
Preferred Stock approve the consolidation or merger.

(f)     Conversion

(i)     Conversion Right.  A holder of shares of the Series A Preferred Stock,
but only as to 500 shares or a multiple thereof unless the holder owns less
than 500 shares, may, at the holder's option, convert such shares into shares
of the Common Stock as constituted on January 7, 1999 at the conversion price
of $.50 per share (hereinafter referred to as the "Conversion Price").  The
number of shares of the Common Stock to be issued upon the conversion shall
be equal to the product of the number of shares of the Series A Preferred
Stock to be converted and the stated value of $10.00 per share divided by the
Conversion Price.

(ii)    Conversion Procedure.  In order to exercise the conversion privilege,
the holder of any shares of the Series A Preferred Stock to be converted shall
surrender the certificate or certificates evidencing such shares to the
Corporation at its then principal office or at its agency designated for such
purpose (which may be the transfer agent for the Common Stock) and shall give
notice to the Corporation that the holder elects to convert such shares or a
specified portion thereof as permitted by subparagraph Fourth B.1 (f) (i)
hereof.  Such notice shall also state the name or names (with address) in
which the certificate or certificates for the Common Stock, which shall be
issuable upon such conversion, shall be issued.  As promptly after receipt of
such notice and the surrender of the shares of the Series A Preferred Stock as
aforesaid, the Corporation shall issue and deliver to either such holder or, on
his, her or its written order, a permitted transferee a certificate or
certificates for the number of full shares of the Common Stock issuable upon
the conversion of such shares of the Series A Preferred Stock in accordance
with the provisions of this subparagraph Fourth B.1 (f) and cash, as provided
in Subparagraph Fourth B.1 (g) hereof, in respect of any fractional interest
otherwise issuable upon such conversion.  Such conversion shall be deemed to
have been effected as of the close of business on the date on which such shares
of the Series A Preferred Stock shall have been surrendered as aforesaid, the
rights of the holder of such shares of the Series A Preferred Stock as such
holder shall cease on said date, and the person or persons in whose name or
names any certificate or certificates for the Common Stock shall be issuable
upon such conversion shall be deemed to have become on said date the holder
or holders of record represented thereby.  No adjustment shall be made for
dividends accrued on any shares of the Series A Preferred Stock, except that
dividends accrued to the conversion date shall be paid on any shares of the
Series A Preferred Stock which are converted in the manner provided in
subparagraph Fourth B.1 (c)(iii) hereof.

In the event any share of the Series A Preferred Stock shall be surrendered
for conversion of a part only, the Corporation shall issue and deliver to the
holder, at the expense of the Corporation, a certificate for the shares of the
Series A Preferred Stock not converted.

(iii)   Adjustments.  Subject to the provisions of this subparagraph Fourth B.
1 (f), the number of shares of the Common Stock issuable upon the exercise of
the conversion rights under the Series A Preferred Stock shall be subject to
adjustment from time to time as follows:

	(1)     In case the Corporation after the date hereof shall (a) pay a
	dividend in shares of the Capital Stock of the Corporation, (2)
	subdivide its outstanding shares of the Common Stock, (3) combine
	its outstanding shares of the Common Stock into a smaller number of
	shares, or (4) issue by reclassification of the Common Stock any shares
	of Capital Stock of the Corporation, then the number of shares of the
	Common Stock issuable immediately after the happening of any of the
	events described  above shall be adjusted so as to consist of the
	number of shares of the Capital Stock of the Corporation which a
	record holder of the number of shares of the Common Stock immediately
	prior to the happening of such event would own or be entitled to
	receive after the happening of such event.  Similar adjustments to
	the Common Stock shall be made at any time any of the events described
	above in this subparagraph Fourth B.1 (f) (iii) (1) occur.  An
	adjustment made pursuant to this subparagraph Fourth B.1 (f) (iii) (1)
	shall become effective immediately after the record date in the case
	of a dividend payable in the Capital Stock of the Corporation, and
	shall become effective immediately after the effective date in the case
	of a subdivision, combination or reclassification.

	(2)     In case the Corporation after the date hereof shall distribute
	to all holders of the Common Stock evidence of its indebtedness or
	assets (other than a cash distribution made as a dividend payable out
	of earnings or out of any surplus legally available for dividends under
	the GCL) or rights to subscribe or purchase, then the number of shares
	of the Common Stock (until adjusted again pursuant to this subparagraph
	Fourth B.1 (f) (iii)) shall be adjusted to that number determined by
	multiplying the number of shares of the Common Stock outstanding
	immediately prior to such adjustment by a fraction, the numerator of
	which is the Market Value per share of the Common Stock determined as
	provided in subparagraph Fourth B.1 (g) hereof (as if the record date
	for such distribution were the date of surrender for conversion there
	mentioned) and the denominator of which is such Market Value per share
	less the fair value (as determined by the Board of Directors of the
	Corporation, whose determination shall be conclusive) of the portion
	of such evidences of indebtedness or assets so distributed, or of such
	subscription or purchase rights, applicable to one share of the Common
	Stock.  An adjustment made pursuant to this subparagraph Fourth B.1 (f)
	(iii) (2) shall become effective immediately after the record date for
	the determination of stockholders entitled to receive such distribution.
	This subparagraph Fourth B.1 (f) (iii) (2) shall not apply to any
	transaction for which an adjustment is prescribed under subparagraph
	Fourth B.1 (f) (iii) (1) hereof.

	(3)     For the purpose of this subparagraph Fourth B.1 (f), the term
	"Common Stock" shall mean (a) the class of stock designated as the
	Common Stock of the Company at January 7, 1999 or (b) any other class
	of stock resulting from one or more changes or reclassifications of
	such Common Stock consisting solely of changes in par value, or from
	par value to no par value, or from no par value to par value.

(iv)    Accountant's Certificate.  The certificate of any independent firm of
public accountants of recognized standing selected by the Board of Directors
of the Corporation (including the accountants regularly employed as the
Corporation's independent auditors) shall be conclusive evidence of the
correctness of any computation made under this subparagraph Fourth B.1 (f).

(v)     Merger or Consolidation.  In case after the date hereof, as a result
of a merger or consolidation of the Corporation into or with another
corporation, or the sale or other transfer of the Corporation's property,
assets and business, substantially as an entirety, to a successor, the Common
Stock is in effect changed into, in whole or in part, a different kind or class
of stock (or other securities representing or payable in, or convertible into,
or entitling the holder to purchase or subscribe for, stock of any class), the
Corporation or the successor, as the case may be, shall execute and deliver to
the holders of the Series A Preferred Stock agreements providing that the
holders of such shares then outstanding shall have the right thereafter (until
the expiration of the right of conversion of such shares) to receive upon
conversion, in lieu of the number of shares of the Common Stock previously
issuable upon conversion, such securities which shall conform as to its
constituent parts with what was receivable upon such merger, consolidation,
sale or other transfer by a holder of the same number of shares of the Common
Stock immediately prior to such change.  Such agreements shall provide for
adjustment which shall be as nearly equivalent as practicable to the
adjustments provided for this subparagraph Fourth B.1 (f).  The provisions of
this subparagraph Fourth B.1 (f) (v) shall similarly apply to successive
mergers, consolidations, or sales or other transfers.

(vi)    Adjustment to Conversion Price.  Whenever the number of shares of the
Common Stock is adjusted pursuant to this subparagraph Fourth B.1 (f), the
Conversion Price shall be proportionately adjusted.

(vii)   Conversion Adjustment Notice.  Whenever the conversion rights of a
holder of the Series A Preferred Stock are adjusted pursuant to this
subparagraph Fourth B.1 (f), the Corporation shall promptly mail to each
holder of the Series A Preferred Stock a notice describing the adjustment
and specifying the number, or kind, or class of shares or other securities
or property issuable upon conversion of the Series A Preferred Stock after
giving effect to such adjustment.

(viii)  Notices for Certain Transactions.  In case the Corporation after the
date of issuance of shares of the Series A Preferred Stock shall propose (1)
to pay any dividend payable in shares of the Capital Stock to the holders of
the Common Stock or to make any other distribution (other than cash
distributions out of earnings or surplus as referred to in subparagraph
Fourth B.1 (f) (iii) (2) hereof), (2) to take action to offer for subscription
pro rata to the holders of the Common Stock rights to subscribe to, or
purchase, any additional shares of any class or series of the Capital Stock or
any other rights or options, or (3) to effect any reclassification of the
Common Stock (other than a reclassification involving merely the subdivision
or combination of outstanding shares of the Common Stock) or any capital
reorganization, or consolidation or merger, or any sale or other transfer of
its property, assets and business substantially as an entirety, or the
liquidation, dissolution or winding up of the Corporation, then, in each such
case, the Corporation shall mail to each holder of the Series A Preferred
Stock notice of such proposed action, which notice shall specify the date on
which the books of the Corporation shall close, or a record shall be taken,
for such stock dividend, distribution or subscription or purchase rights, or
the date on which such reclassification, reorganization, consolidation,
merger, sale or transfer, liquidation, dissolution or winding up shall take
place or commence, as the case may be, and the date of participation therein
by the holders of the Common Stock if any such date is to be fixed, and shall
also set forth such facts then known to the Corporation with respect thereto
as shall be reasonably necessary to indicate the effect of such action on the
shares of the Common Stock and/or the shares of Series A Preferred Stock which
will occur as a result of such action.  Such notice shall be mailed, in the
case of any action covered by clause (1) or (2) above, at least ten days prior
to the record data for determining holders of the Common Stock for purposes of
such action and, in the case of any action covered by clause (3) above, at
least ten days prior to the date of the taking of such proposed action.

Failure to mail any notice, or any defect in any notice, pursuant to this
subparagraph Fourth B.1 (f) (viii) shall not affect the legality or validity
of the adjustment to the number of shares of the Common Stock or the type or
amount of property to be received upon conversion thereof or of any transaction
giving rise thereto.

(g)     Fractional Shares.  The Corporation shall not be required to issue any
fractional shares of the Common Stock upon the conversion or redemption of
shares of the Series A Preferred Stock or upon the payment of a dividend in
shares of the Common Stock with respect to the shares of the Series A Preferred
Stock.  If any fractional interest in a share of the Common Stock shall be
deliverable upon conversion or redemption of shares of the Series A Preferred
Stock, or with respect to a dividend in shares of the Common Stock, the
Corporation shall purchase such fractional interest for an amount in cash
(computed to the nearest cent) equal to the Market Value (as hereinafter
defined) of such fractional share.  If the shares of the Common Stock shall
then be listed on a national securities exchange or quoted on Nasdaq, the
Market Value shall be the closing sale price of such shares on such exchange or
quoted by Nasdaq on the last Business Day preceding the surrender for
conversion, the redemption date or the dividend payment date, whichever is
applicable, on which shares of the Common Stock were sold.  If the shares of
the Common Stock shall not then be listed on any such exchange or quoted on
Nasdaq, the Market Value shall be the average of the bid and asked prices as
reported by the OTC Bulletin Board of the NASD, if so quoted, or, if not so
quoted, as reported by the National Quotation Bureau, Inc., or other
organization performing similar functions in the over-the-counter market, on
the last Business Day preceding the surrender for conversion, the redemption
date or the dividend payment date, whichever shall be applicable, on which
there were such quotations.

(h)     Voting Rights.

(i)     Vote Per Share.  The shares of the Series A Preferred Stock shall
entitle each holder to one vote for each share held on matters on which such
holder shall have the right to vote.

(ii)    General Voting Rights.  The holders of the Series A Preferred Stock
shall vote together with the holders of the Common Stock (1) in all elections
for directors, (2) upon the approval of any employee benefit plan, (3) upon
the selection of independent certified public accountants and (4) upon such
other matters as shall be submitted to a vote generally of the holders of the
Capital Stock and on which the holders of the Series A Preferred Stock shall
not be entitled to vote separately as a class.

(iii)   Contingent Voting Rights.  If and whenever the Corporation shall have
failed to declare and pay three consecutive semiannual dividends on the Series
A Preferred Stock, the holders of the Series A Preferred Stock, voting as a
class, shall be entitled to elect one director of the Corporation and the
holders of the Common Stock and any other class or series of the Capital Stock
(including the Series A Preferred Stock) as shall than have the right to vote
for directors shall be entitled to elect the remaining members of the Board of
Directors.  At such time as all dividends accumulated on the outstanding shares
of the Series A Preferred Stock have been paid, the contingent rights of the
holders of the Series A Preferred Stock to elect a member of the Board as
provided in this subparagraph Fourth B.1 (h) (iii) shall cease, subject to
reinstitution from time to time upon the same terms and conditions.

(iv)    Contingent Voting Procedures.  At any time after the voting power to
elect a member of the Board of Directors shall have become vested in the
holders of the Series A Preferred Stock as provided in subparagraph Fourth
B.1 (h) (ii) hereof, the President or any Vice President of the Corporation
shall, upon the request of the record holders of at least 20% of the shares
of the Series A Preferred Stock then outstanding, addressed to the President
or any Vice President of the Corporation at the principal office of the
Corporation, call a special meeting of the holders of the Series A Preferred
Stock to be held at the place and upon the notice provided in the By-Laws of
the Corporation for the holding of meetings of stockholders.  If such meeting
shall not be so called within two days after personal service of the request,
or within five days after mailing of the same by registered mail within the
United States of America, then the record holders of at least ten percent of
the shares of the Series A Preferred Stock then outstanding, as a class, may
designate in writing one of their members to call such meeting, and the
person so designated may call such meeting at the place and upon the notice
above provided, and for that purpose shall have access to the stock books of
the Corporation relating to the Series A Preferred Stock.  Anything in this
subparagraph Fourth B.1 (h) (iv) to the contrary notwithstanding, no special
meeting to permit the holders of the Series A Preferred Stock to elect a
director shall be called if such matter is included in the notice of meeting
for the Annual Meeting of Stockholders and such meeting is held within 60 days
after receipt of the request for an election.  At any special meeting so called
or at any Annual Meeting held while the holders of the Series A Preferred
Stock, as a class, have the voting power to elect a member of the Board of
Directors, the holders of a majority of the then outstanding shares of the
Series A Preferred Stock, as a class, present in person or by proxy, shall
be sufficient to constitute a quorum for the election of the director the
holders of the Series A Preferred Stock are entitled to elect and a plurality
of the votes cast at the meeting shall be sufficient to elect such director.
The person so elected as a director, together with such persons, if any, as
may be elected as directors by the holders of the Common Stock and such other
class or series of the Capital Stock (including the Series A Preferred Stock)
as shall then have the right to vote for directors, shall constitute the duly
elected directors of the Corporation.

(v)     Cessation of Contingent Voting Rights.  When the rights of the holders
of the Series A Preferred Stock to vote as provided in subparagraph Fourth
B.1 (h) (iii) hereof have ceased as hereinabove provided, the term of office
of the person elected by them as a director as a result of the failure to
declare and pay a dividend shall forthwith terminate.


(1)     Covenants by the Corporation.  As long as any shares of the Series A
Preferred Stock are outstanding, and without the approval of the holders of
at least 66 2/3% of the then outstanding shares of the Series A Preferred
Stock, the Corporation shall not (i) amend its Certificate of Incorporation
if such action would alter or change the preferences, special rights or powers
given to the shares of the Series A Preferred Stock so as to affect the holders
of the Series A Preferred Stock adversely; (ii) authorize or create any class
or series of stock of the Corporation having any preference or priority which
is pari passu or superior to the shares of the Series A Preferred Stock as to
dividends, mandatory redemption or distribution of assets made in dissolution,
liquidation or winding up the Corporation; (iii) merge or consolidate with or
into any other corporation or corporations if the Corporation is not the
survivor; or (iv) incur indebtedness, other than up to $2,000,000 in
indebtedness at any time outstanding incurred in connection with the purchase
or leasing of manufacturing, research and office equipment and facilities.
The covenant in subparagraph Fourth B.1 (i) (iv) shall expire, terminate and
have no further force and effect upon the Corporation completing the working
prototype for its saliva based testing product for drugs of abuse and alcohol
or upon the event that, if a right of first refusal as to additional financing
is granted in connection with the sale of the Series A Preferred Stock, such
right of first refusal is not exercised with respect to a proposal for equity
financing.

2.      Preferred Stock.

(a)     Designation of Series.  With respect to the 2,400,000 shares of the
Preferred Stock not designated as the Series A Preferred Stock, or any or all
of the 600,000 shares of the Series A Preferred Stock that, after redemption,
conversion or other acquisition by the Corporation shall be restored to the
status of shares of the Preferred Stock without series as provided in
subparagraph Fourth B.1 (d) (vii) hereof, the Board of Directors of the
Corporation is authorized, subject to the limitations prescribed by the GCL
and the provisions of this subparagraph Fourth B.2, to provide for the issuance
of the shares of the Preferred Stock in series and, by filing a certificate
pursuant to the GCL, to establish from time to time the number of shares to
be included in each such series, and to fix the designations, powers,
preferences and rights of the shares of each such series and the
qualifications, limitations or restrictions thereof.

(b)     Priority.  Each series into which the Preferred Stock shall be
subdivided by the Board of Directors subsequent to the date hereof, as herein
provided, shall, to the extent of its relative rights, powers and preferences,
be senior to the Common Stock and each subsequently created series of the
Preferred Stock unless provision is otherwise made by the Board of Directors;
provided, however, the Preferred Stock and each series thereof shall in any
event be junior to the Series A Preferred Stock except as may otherwise be
consented to by the holders of at least 66 2/3% of the then outstanding shares
of the Series A Preferred Stock.

(c)     Board Designation.  The authority of the Board of Directors with
respect to each series of the Preferred Stock shall include, but not be limited
to, determination of the following:

	(i)     The number of shares constituting that series and the
	distinctive designation of that series;

	(ii)    The dividend rate on the shares of that series, whether
	dividends shall be cumulative, and, if so, from which date or dates,
	and the relative rights of priority, if any, of payment of dividends
	on shares of that series;

	(iii)   Whether that series shall have voting rights, in addition to
	the voting rights provided by law, and, if so, the terms of such voting
	rights;

	(iv)    Whether that series shall have conversion privileges, and, if
	so, the terms and conditions of such conversion, including provision
	for adjustment of the conversion rate in such events as the Board of
	Directors shall determine;

	(v)     Whether or not the shares of that series shall be redeemable,
	and, if so, the terms and conditions of such redemption, including the
	date upon or after which they shall be redeemable, and the amount per
	share payable in case of redemption, which amount may vary under
	different conditions and at different redemption dates;

	(vi)    Whether the series shall have a sinking fund for the
	redemption or purchase of shares of that series, and, if so, the
	terms and amount of such sinking fund;

	(vii)   The rights of the shares of that series in the event of
	voluntary or involuntary liquidation, dissolution or winding up of
	the Corporation, and the relative rights of priority, if any, of
	payment of shares of that series; and

	(viii)  Any other relative rights, preferences and limitations of that
	series.

(d)     Dividends.  Dividends on the outstanding shares of the Preferred Stock
shall be paid or declared and set apart for payment before any dividends shall
be paid or declared and set apart for payment on the shares of the Common Stock
with respect to the same dividend period.

(e)     Preference on Liquidation.  If upon any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation the assets available
for distribution to the holders of shares of the Preferred Stock of all series
shall be insufficient to pay such holders the full preferential amount to which
they are entitled, then such assets shall be distributed ratably among the
shares of all series of the Preferred Stock in accordance with the respective
preferential amounts (including unpaid cumulative dividends, if any) payable
with respect thereto.

3.      Common Stock.

(a)     Designation and Dividends.  The Common Stock shall be designated
"Common Stock."  Subject to all of the rights of the Series A Preferred Stock
and the Preferred Stock, dividends may be paid upon the Common Stock as and
when declared by the Board of Directors out of any funds legally available
for the payment of dividends.

(b)     Liquidation, Dissolution or Winding Up. Upon any liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
and subject to the prior rights of creditors and after the holders of the
Series A Preferred Stock and any other then outstanding series of the
Preferred Stock shall have been paid in full amounts to which they shall be
entitled, or an amount sufficient to pay the aggregate amount to which the
holders of the Series A Preferred Stock and the other then outstanding series
of the Preferred Stock shall be entitled shall have been deposited with a bank
or trust company having a capital surplus and undivided profits of at least
$25,000,000 as a trust fund for the benefit of the holders of the Series A
Preferred Stock and the other then outstanding series of the Preferred Stock,
the remaining net assets of the Corporation shall be distributed pro rata to
the holders of the Common Stock.  For the purposes of this subparagraph Fourth
B.3 (b), the consolidation or merger of the Corporation with any other
corporation or corporations shall not be deemed a liquidation or dissolution
of the Corporation.

(c)     Voting Right.  Each holder of the Common Stock shall be entitled to
one vote per share thereof held upon all matters.

4.      Definitions.

	(i)     The term "Business Day" shall mean any day on which national
	banks in the City of Los Angeles, State of California are open.

	(ii)    The term "Common Stock" shall mean the Corporation's currently
	authorized Common Stock and any shares into which such Common Stock may
	hereafter be changed."

FIFTH:  The corporation is to have perpetual existence.

SIXTH:  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 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.

SEVENTH:  For the management of the business and for the conduct of the affairs
of the Corporation, and in further definition, limitation, and regulation of
the powers of the Corporation and of its directors and of its stockholders or
any class thereof, as the case may be, it is further provided:

	1.      The management of the business and the conduct of the affairs
	of the Corporation shall be vested in its Board of Directors.  The
	number of directors which shall constitute the whole Board of Directors
	shall be fixed by, or in the manner provided in, the Bylaws.  The
	phrase "whole Board" and the phrase "total number of directors" shall
	be deemed to have the same meaning, to wit, the total number of
	directors which the Corporation would have if there were no vacancies.
	No election of directors need be by written ballot.

	2.      After the original or other Bylaws of the Corporation have been
	adopted, amended, or repealed, as the case may be, in accordance with
	the provisions of section 109 of the General Corporation Law of the
	State of Delaware, and, after the Corporation has received any payment
	for any of its stock, the power to adopt, amend, or repeal the Bylaws
	of the Corporation may be exercised by the Board of Directors of the
	Corporation; provided, however, that any provision for the
	classification of directors of the Corporation for staggered terms
	pursuant to the provisions of subsection  (d) of section 141 of the
	General Corporation Law of the State of Delaware shall be set forth in
	an initial Bylaw or in a Bylaw adopted by the stockholders entitled to
	vote of the Corporation unless provisions for such classification shall
	be set forth in this Certificate of Incorporation.

	3.      Whenever the Corporation shall be authorized to issue only one
	class of stock, each outstanding share shall entitle the holder thereof
	to notice of, and the right to vote at, any meeting of stockholders.
	Whenever the Corporation shall be authorized to issue more than one
	class of stock, no outstanding share of any class of stock which is
	denied voting power under the provisions of the Certificate of
	Incorporation shall entitle the holder thereof to the right to vote
	at any meeting of stockholders except as the provisions of paragraph
	(2) of subsection (b) of section 242 of the General Corporation Law of
	the State of Delaware shall otherwise require; provided, that no share
	of any such class which is otherwise denied voting power shall entitle
	the holder thereof to vote upon the increase or decrease in the number
	of authorized shares of said class.

EIGHT:  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.

NINTH:  The Corporation shall, to the fullest extent permitted by the
provisions of section 145 of the General Corporation Law of the State of
Delaware, as the same may 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 those indemnified
may be entitled under any Bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his 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 inure to the benefit of the heirs, executors,
and administrators of such a person.

TENTH:  From time to time any of the provisions of this Certificate of
Incorporation may be amended, altered, or repealed, and other provisions
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 TENTH."

Signed on April 28, 1999



/s/ Robert W. Berend
    Robert W. Berend
    Secretary


/s/ Linda H. Masterson
    Linda H. Masterson
    President/Chief Executive Officer