<PAGE>
 
Filed this 13th day of November, 1980. Commonwealth of Pennsylvania Department
of State.

           ARTICLES OF INCORPORATION--DOMESTIC BUSINESS CORPORATION
           ----------------------------------------------------------

     In compliance with the requirements of section 204 of the Business
Corporation Law, act of May 5, 1933 (P.L. 364) (15 P.S. (S)1204) the
undersigned, desiring to be incorporated as a business corporation, hereby
certifies (certify) that:

1.  The name of the corporation is:

    Biosonics, Inc.

2.  The location and post office address of the initial registered office of the
corporation in this Commonwealth is:

    810 Lombard Street
    Philadelphia, Pennsylvania 19147

3.  The corporation is incorporated under the Business Corporation Law of the
Commonwealth of Pennsylvania for the following purpose or purposes:

                To have unlimited power to engage in and to do any lawful act
                concerning any or all lawful business for which corporations may
                be incorporated under the Business Corporation Law.

4.  The term for which the corporation is to exist is:  perpetual

5.  The aggregate number of shares which the corporation shall have authority
to issue is:
 
    250,000,000 shares of Common Stock, par value .0001 per share.

    The Shareholders shall not cumulate their shares in voting for the election
of Directors.

6.  The name(s) and post office address(es) of each incorporator(s) and the
number and class of shares subscribed by such incorporation(s) is (are):

        NAME                  ADDRESS            NUMBER AND CLASS OF SHARES

     Dorothy J. Cutter   12th Fl. Packard Bldg.         -1- Common
                         15th & Chestnut Sts.
                         Phila., Pa.  19102

    IN TESTIMONY WHEREOF, the incorporator(s) has (have) signed and sealed these
Articles of Incorporation this 12th day of November, 1980.

                              /s/ Dorothy J. Cutter
 
<PAGE>
 
Filed this 11th day of June, 1981. Commonwealth of Pennsylvania Department of
State.

Articles of
Amendment -
Domestic Business Corporation


     In compliance with the requirements of Section 806 of the Business
Corporation Law, act of May 5, 1933 (P.L. 364) (15 P.S. (S)1806), the
undersigned corporation, desiring to amend its Articles, does hereby certify
that:

1.   The name of the corporation is:

     Biosonics, Inc.

2.   The location of its registered office in this Commonwealth is (the
     Department of State is hereby authorized to correct the following statement
     to conform to the records of the Department):    810 Lombard Street,
     Philadelphia, Pennsylvania 19107

3.   The statute by or under which it was incorporated is: Business Corporation
     Law approved May 5, 1933, P.L. 364, as amended.

4.   The date of its incorporation is: November 13, 1980.

5.   (Check, and if appropriate, complete one of the following):

     [X]       The meeting of the shareholders of the corporation at which the
amendment was adopted was held at the time and place and pursuant to the kind
and period of notice herein stated.

     Time:     The 1st day of June, 1981.
     Place:    Twelfth Floor Packard Building, Philadelphia, PA 19102
     Kind and period of notice: Written notice mailed May 7, 1981.
 
     [ ]       The amendment was adopted by a consent in writing, setting forth
the action so taken, signed by all of the shareholders entitled to vote thereon
and filed with the Secretary of the corporation.
 
6.   At the time of the action of shareholders:
 
     a.   The total number of shares outstanding was: 154,800,000

     b.   The number of shares entitled to vote was: 154,800,000
 
7.   In the action taken by the shareholders:
 
     a.   The number of shares voted in favor of the amendment was: 142,700,000

     b.   The number of shares voted against the amendment was: None
<PAGE>
 
8.   The amendment adopted by the shareholders, set forth in full, is as
follows:

     Paragraph 5 of the Articles of Incorporation is hereby amended and restated
in its entirety as follows:

     5(a).  The aggregate number of shares which the corporation shall have
authority to issue is: 250,000,000 shares of Common Stock (without cumulative
voting rights), par value $.0001 per share, and 10,000,000 shares of Preferred
Stock par value $1.00 per share.

     5(b).  The Board of Directors may issue in one or more series, up to
10,000,000 shares of Preferred Stock, $1.00 par value per share, with full,
limited, multiple or fractional, or no voting rights, and such designations,
preferences, qualifications, privileges, limitations, options, conversion rights
and other special rights, as shall be fixed from time to time by resolution of
the Board of Directors.

     IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles
of Amendment to be signed by a duly authorized officer and its corporate seal,
duly attested by another such officer, to be hereunto affixed this 1st day of
June, 1981.

                                                     BIOSONICS, INC.
                                           ----------------------------------
                                                  (Name of Corporation)

Attest:



  /s/ DONALD WHITNEY, SECRETARY                     /s/ Jack Paller, President
---------------------------------       
<PAGE>
 
Filed March 21, 1989.  Commonwealth of Pennsylvania Department of State.

                          COMMONWEALTH OF PENNSYLVANIA
                              DEPARTMENT OF STATE
                               CORPORATION BUREAU

Statement Affecting Class of Series of Shares -- Domestic Business Corporation


     In compliance with the requirements of section 602 of the Business
Corporation Law, act of May 5, 1933 (P.L. 364) (15 P.S. (S)1602), the
undersigned corporation, desiring to state the voting rights, designations,
preferences, qualifications, privileges, limitations, options, conversion
rights, and other special rights, if any, of a class or series of a class of its
shares, hereby certifies that:

9.   The name of the corporation is: Biosonics, Inc.

10.  (Check and complete one of the following):

     [ ]     The resolution establishing and designating the class or series
of shares and fixing and determining the relative rights and preferences thereof
set forth in full, is as follows:

     [X]     The resolution establishing and designating the class or series
of shares and fixing and determining the relative rights and preferences thereof
is set forth in full in Exhibit A attached hereto and made a part hereof.

11.  The aggregate number of shares of such class or series established and
designated by (a) such resolution, (b) all prior statements, if any, filed under
the Business Corporation Law with respect thereto, and (c) any other provision
of the Articles is 1,000 shares.

12.  (Check and complete one of the following):

     [ ]     The resolution was adopted by the Board of Directors of the
corporation at a duly called meeting held on the _________________ day of
___________________, 19__.

     [X]     The resolution was adopted by a consent or consents in writing
dated as of the 16th day of December, 1988, signed by all of the Directors of
the corporation and filed with the Secretary of the corporation.

     IN TESTIMONY WHEREOF, the undersigned corporation has caused this statement
to be signed by a duly authorized officer and its corporate seal, duly attested
by another such officer, to be hereunto affixed this 20th day of March, 1989.

                                                 BIOSONICS, INC.
                                         ------------------------------
                                              (Name of Corporation)
Attest:

/s/Sarah Paller, Assistant Secretary        By: /s/Jack Paller, Chairman
<PAGE>
 
                                   EXHIBIT A

                  RESOLUTION ESTABLISHING AND DESIGNATING THE
             PREFERRED STOCK - SERIES A AND FIXING AND DETERMINING
                  THE RELATIVE RIGHTS AND PREFERENCES THEREOF


     RESOLVED, that pursuant to the authority expressly vested in the Board of
Directors by the Corporation's Articles of Incorporation, there is hereby
established a series of One Thousand (1,000) shares of preferred stock of the
Corporation, par value One Dollar ($1.00) per share, to be known as "Preferred
Stock - Series A." The rights, designations, preferences, qualifications,
privileges, limitations and conversion rights thereof are as follows:

13.  Designation and Amount.  There shall be an initial series of the 
     ----------------------                                          
Corporation's class of Preferred Stock, par value One Dollar ($1.00) per share,
which shall consist of One Thousand (1,000) shares and shall be designated as
"Preferred Stock - Series A" (hereinafter the "Preferred Stock").

14.  Terms Applicable to Preferred Stock.
     ----------------------------------- 

     i.        Voting Rights.  Except as otherwise expressly provided herein or
               -------------   
          as required by law, holders of Preferred Stock shall have the right to
          vote on all matters as to which holders of Common Stock have a right
          to vote, and such voting rights shall be exercised on an as-converted
          basis (i.e., as though the Preferred Stock had been converted and such
                 ----               
          holders held the Common Stock issuable upon such conversion). Holders
          of Preferred Stock shall have no right to vote as a class except as
          required by law.

     ii.       Conversion Rights.
               ----------------- 

          2.1  Description and Conversion Procedure.  Each share of the 
               ------------------------------------                    
Preferred Stock shall be convertible into One Thousand Two Hundred Fifty (1,250)
shares of the Common Stock ("Conversion Shares") of the Corporation as
hereinafter set forth (an aggregate of One Million Two Hundred Fifty Thousand
(1,250,000) shares), subject to the provisions of Section 3 by which the
Preferred Stock may be converted into a larger or smaller number of Conversion
Shares upon the occurrence of certain events described therein.

          2.2  Conversion Procedure.  Each certificate representing Preferred 
               --------------------                                
Stock may be converted in whole or in part. The certificate representing the
Preferred Stock to be converted shall be endorsed to reflect the conversion of
all or such portion thereof as the holder determines to convert and surrender to
the Corporation at its principal offices. If the Conversion Shares are not to be
issued in the name of the holder to whom the Preferred Stock is registered, such
holder shall also state the name of the person to whom the certificate for the
Conversion Shares is to be issued, and if the Conversion Shares to be issued
shall not be all the Conversion Shares into which the Preferred Stock may be
converted, the name of the person to whom shall be issued a new certificate
evidencing the balance of the Preferred Stock.
<PAGE>
 
          2.3  Conversion Period.  Except as herein expressly provided
               -----------------                                      
otherwise, any holder of Preferred Stock may exercise the conversion rights of
all or any portion of the Preferred Stock held by such holder at any time or
from time tot time after the date of issuance and prior to the redemption of
such shares of Preferred Stock.

          2.4  Authorization and Issuance.  The Corporation covenants and agrees
               --------------------------                                       
that:

               (a)  The Conversion Shares shall be deemed to have been issued to
the person exercising such conversion privilege upon the date of surrender (the
"Conversation Date") of the certificates representing the Preferred Stock to be
converted in accordance with this Section 2, and the person exercising such
conversion privilege shall be deemed for all purposes to have become the record
holder of such Conversion Shares at the Conversion Date, unless pursuant to
Section 2.2 a different person is specified.

               (b)  All Conversion Shares will, upon issuance, be fully paid and
non-assessable.

     3.   Anti-Dilution.
          ------------- 

          3.1  Subdivision or Combination of Stock.  In case the Corporation
               -----------------------------------                          
shall at any time subdivide its outstanding shares of Common Stock into a
greater number of shares, the number of Conversion Shares into which the
Preferred Stock is converted immediately prior to such subdivision shall be
proportionately increased, and, in case the outstanding shares of Common Stock
of the Corporation shall be combined into a smaller number of shares, the number
of Conversion Shares into which the Preferred Stock is converted immediately
prior to such combination shall be proportionately reduced.

          3.2  Reorganization, Reclassification, Consolidation or Merger.  If
               ---------------------------------------------------------     
there should occur any capital reorganization or reclassification of the capital
stock of the Corporation, or consolidation or merger of the Corporation with
another corporation, then, as a condition of such reorganization,
reclassification, consolidation or merger, lawful and adequate provision shall
be made whereby the holders of the Preferred Stock shall thereafter have the
right to acquire and receive, upon conversion of the Preferred Stock such shares
of stock, securities or assets as would have been issuable or payable (as part
of the reorganization, reclassification, consolidation or merger) with respect
to or in exchange for such number of outstanding shares of the Corporation's
Common Stock as would have been received upon conversion of the Preferred Stock
immediately before such reorganization, reclassification, consolidation or
merger.  In any such case appropriate provision shall be made with respect to
the rights and interests of the holders of the Preferred Stock to the end that
the provisions hereof (including without limitation provisions for adjustments
of the number of Conversion Shares acquirable and receivable upon the conversion
of the Preferred Stock) shall thereafter be applicable as nearly as possible in
relation to any shares of stock, securities or assets thereafter deliverable
upon the conversion of the Preferred Stock.
<PAGE>
 
     4.   Redemption.
          ---------- 

          4.1  Redemptions.  At any time on or after January 1, 1991, the
               -----------                                               
Corporation, by resolution of its Board of Directors, may redeem ("Redemption")
at a price per share equal to One Hundred Thirty Dollars ($130) per share (the
"Redemption Price") the whole or any part of the Preferred Stock which holders
of Preferred Stock and/or their predecessors in interest theretofore had the
right to convert in accordance with Section 2 but which such holders and/or
their predecessors in interest have not converted.

          4.2  Redemption Notice.  At least fifteen (15) days prior to the date
               -----------------                                               
of Redemption (the "Redemption Date"), the Corporation shall mail, by certified
or registered mail, return receipt requested, to each record holder of any
Preferred stock at the address shown on the corporation's records, a written
notice ("Redemption Notice"), stating: (i) the number of shares of Preferred
Stock held of record by such holder which the Corporation proposes to redeem;
(ii) the Redemption Date; and (iii) the place at which the shares to be redeemed
may be surrendered in exchange for the Redemption Price for such shares if other
than the Corporations' principal office.  Upon the mailing of a Redemption
Notice with respect to any Redemption which the Corporation may choose to make,
the Corporation shall become obligated to redeem the Preferred Stock specified
in the Redemption Notice on the date specified as the Redemption Date.  Except
as set forth in the preceding sentence, the holders of the Preferred Stock shall
not be entitled to compel the redemption of the Preferred Stock.

          4.3  Right to Convert Upon Notice of Redemption.  Upon receiving a
               ------------------------------------------                   
Redemption Notice with respect to any shares of Preferred Stock, the holder of
such shares shall be entitled to exercise the conversion rights of such shares
provided for in Section 2 prior to the Redemption Date.

          4.4  Surrender of Certificates.  Each holder of Preferred Stock shall
               -------------------------                                       
be entitled to receive on or at any time after any Redemption Date the full
Redemption Price for each share of Preferred Stock held by such holder which the
Corporation shall be obligated to redeem on such Redemption Date upon surrender
by such holder at the Corporation's principal office of the certificate
representing such shares duly endorsed in blank or accompanied by an appropriate
for of assignment duly endorsed in blank.  After the payment of the full
Redemption Price, as applicable, by the Corporation, all rights of the holder of
such Preferred Stock shall (whether or not the certificate representing such
Preferred Stock shall have been surrendered for cancellation) cease and
terminate with respect to such Preferred Stock.

          4.5  Redeemed Preferred Stock to be Canceled.  The Corporation shall
               ---------------------------------------                        
cancel each share of Preferred Stock which it shall redeem or for any other
reason acquire, and no share of Preferred Stock which shall have been redeemed
or otherwise acquired by the Corporation shallthereafter be reissued, sold or
transferred by the Corporation to any person.

     5.   Liquidation.
          ----------- 

          5.1  Rights of Holders of Preferred Stock.  In the event of any
               ------------------------------------                      
voluntary or involuntary liquidation (whether complete or partial), dissolution
or winding up of the operation, the holders of the Preferred Stock shall be
entitled to be paid out of the assets of the Corporation available for
distribution to its stockholders an amount in cash equal to One Hundred Dollars
<PAGE>
 
($100.00) per share.  No distribution shall be made on the Common Stock by
reason of any voluntary or involuntary liquidation (whether complete or
partial), dissolution or winding up of the Corporation unless each holder of any
Preferred Stock shall have received all amounts to which such holder shall be
entitled under this Section 5.1.

          5.2  Payments After Initial Distribution.  Should any amounts be
               -----------------------------------                        
available for distribution after the payment to the holders of the Preferred
Stock required by Section 5.1, none of such additional amounts shall be paid to
the holders of the Preferred Stock.

          5.3  Allocation of Liquidation Payments Among Holders of Preferred
               -------------------------------------------------------------
Stock.  If upon any dissolution, liquidation (whether complete or partial), or
-----                                                                         
winding up of the Corporation, the assets of the Corporation available for
distribution to holders of Preferred Stock (the "Total Amount Available") shall
be insufficient to pay the holders of outstanding Preferred Stock the full
amounts to which they shall he entitled under Section 5.1, each holder of
Preferred Stock shall be entitled to receive an amount equal to the product
derived by multiplying the Total Amount Available by a fraction the numerator of
which shall be the number of such holder's shares of Preferred Stock and the
denominator of which shall be the total number of shares of Preferred Stock then
outstanding.

     6.   Dividends on Preferred Stock.  The holders of the Preferred Stock
          ----------------------------                                     
shall not be entitled to receive any dividends.

     7.   General Provisions.
          ------------------ 

          7.1  Amendment and Waiver.  No change in the terms of the Preferred
               --------------------                                          
Stock shall be binding or effective unless such change shall have been approved
in writing by the holders of at least two-thirds (2/3) of the shares of
Preferred Stock then outstanding.

          7.2  Replacement of Lost Certificates. Upon receipt by the Corporation
               --------------------------------                     
in a form reasonably satisfactory to it of (i) an indemnification by the holder
and (ii) evidence of the ownership of and the loss, theft, destruction or
mutilation of any certificate evidencing one or more shares of Preferred Stock,
the Corporation at its expense will execute and deliver in lieu of such
certificate, a new certificate of like kind, representing the number of shares
of Preferred Stock which shall have been represented by such lost, stolen,
destroyed, or mutilated certificate.

          7.3  Replacement Certificates in Case of Redemption or Conversion.  If
               ------------------------------------------------------------     
any certificates representing Preferred Stock surrendered pursuant to a
Redemption or for the purpose of exercising conversion rights represent more
shares than actually redeemed or converted, then within 30 days to surrender,
the Corporation will, at its expense execute and deliver a new certificate or
certificates of like kind for those shares of Preferred Stock represented by the
surrendered certificate but not intended to be converted or redeemed, provided,
however, that the Corporation may pay cash based on the Redemption or Conversion
Price, as applicable in lieu of any fractional shares of Preferred Stock
represented by such surrendered certificates but not intended to be converted or
redeemed.
<PAGE>
 
Filed September 7, 1989.  Commonwealth of Pennsylvania Department of State.

STATEMENT AFFECTING CLASS OR SERIES OF SHARES --
DOMESTIC BUSINESS CORPORATION
-----------------------------

     In compliance with the requirements of section 602 of the Business
Corporation Law, act of May 5, 1933 (P. L. 364) (15 P.S. (S) 1602), the
undersigned corporation, desiring to state the voting rights, designations,
preferences, qualifications, privileges, limitations, options, conversion
rights, and other special rights, if any, of a class or series of a class of its
shares, hereby certifies that:

1.   The name of the corporation is:

     Biosonics, Inc.

2.   (Check and complete one of the following):

     [ ]  The resolution establishing and designating the class or series of
shares and fixing and determining the relative rights and preferences thereof
set forth in full, is as follows:

     [X]  The resolution establishing and designating the class or series of
shares and fixing and determining the relative rights and preferences thereof is
set forth in full in Exhibit A attached hereto and made a part hereof.

3.   The aggregate number of shares of such class or series established and
designated by (a) such resolution, (b) all prior statements, if any, filed under
the Business Corporation Law with respect thereto, and (c) any other provision
of the Articles is 10,000 shares.

4.   (Check and complete one of the following):

     [X]  The resolution was adopted by the Board of Directors of the
corporation at a duly called meeting held on the 6th day of September, 1989.

     [ ]  The resolution was adopted by a consent or consents in writing dated
the      day of            , 19  , signed by all of the Directors of the
corporation and filed with the Secretary of the corporation.
<PAGE>
 
     IN TESTIMONY WHEREOF, the undersigned corporation has caused this statement
to be signed by a duly authorized officer and its corporate seal, duly attested
by another such officer, to be hereunto affixed this 6th day of September, 1989.

                                   BIOSONICS, INC.

                             By:   /s/Jack Paller,
                                   Chairman

Attest:

/s/Sarah Paller

    Assistant Secretary
--------------------------------
<PAGE>
 
                                   EXHIBIT A



          RESOLVED, that the Series of Preferred Stock of the Corporation known
as "Preferred Stock-Series B," established by resolution of the Board of
Directors adopted June 27, 1989 is hereby increased from Two Thousand (2,000) to
Ten Thousand (10,000) shares.
<PAGE>
 
                    Resolution of the Board of Directors of
                     Biosonics, Inc. adopted June 27, 1989


                  RESOLUTION ESTABLISHING AND DESIGNATING THE
             PREFERRED STOCK - SERIES B AND FIXING AND DETERMINING
                  THE RELATIVE RIGHTS AND PREFERENCES THEREOF

     RESOLVED, that pursuant to the authority expressly vested in the Board of
Directors by the Corporation's Articles of Incorporation, there is hereby
established a series of Two Thousand (2,000) shares of preferred stock of the
Corporation, par value One Dollar ($1.00) per share, to be known as "Preferred
Stock - Series B." The rights, designations, preferences, qualifications,
privileges, limitations and conversion rights thereof are as follows:

     I.   Designation and Amount.  There shall be a series of the Corporation's
          ----------------------                                               
class of Preferred Stock par value One Dollar ($1.00) per share, which shall
consist of Two Thousand (2,000) shares and shall be designated as "Preferred
Stock - Series B" (hereinafter the "B Preferred Stock").

     II.  Terms Applicable to B Preferred Stock.
          ------------------------------------- 

          1.   Voting Rights.  Except as required by law, holders of B Preferred
               -------------                                                    
Stock shall have no right to vote.

          2.   Redemption.
               ---------- 

               2.1   Redemptions.  At any time on or after October 1, 1989, the
                     -----------                                               
Corporation, by resolution of its Board of Directions, may redeem ("Redemption")
at a price per share equal to One Hundred Five Dollars ($105) per share (the
"Redemption Price") the whole or any part of the B Preferred Stock.

               2.2   Redemption Notice. At least five (5) days prior to the date
                     -----------------
of Redemption (the "Redemption Date"), the Corporation shall mail, by certified
or registered mail, return receipt requested, to each record holder of any B
Preferred Stock at the address shown on the Corporation's records, a written
notice ("Redemption Notice"), stating: (i) the number of shares of B Preferred
Stock held of record by such holder which the Corporation proposes to redeem;
(ii) the Redemption Date; and (iii) the place at which the shares to be redeemed
may be surrendered in exchange for the Redemption Price for such shares if other
than the Corporation's principal office. Upon the mailing of a Redemption Notice
with respect to any Redemption which the Corporation may choose to make, the
Corporation shall become obligated to redeem the B Preferred Stock specified in
the Redemption Notice on the date specified as the Redemption Date. Except as
set forth in the preceding sentence, the holders of the B Preferred Stock shall
not be entitled to compel the redemption of the B Preferred Stock.

               2.4   Surrender of Certificates. Each holder of B Preferred Stock
                     -------------------------
shall be entitled to receive on or at any time after any Redemption Date the
full Redemption Price for
<PAGE>
 
each share of B Preferred Stock held by such holder which the Corporation shall
be obligated to redeem on such Redemption Date upon surrender by such holder at
the Corporation's principal office of the certificate representing such shares
duly endorsed in blank or accompanied by an appropriate form of assignment duly
endorsed in blank.  After the payment of the full Redemption Price, as
applicable, by the Corporation, all rights of the holder of such B Preferred
Stock shall (whether or not the certificate representing such B Preferred Stock
shall have been surrendered for cancellation) cease and terminate with respect
to such B Preferred Stock.

               2.5   Redeemed B Preferred Stock to be Canceled. The Corporation
                     -----------------------------------------                 
shall cancel each share of Preferred Stock which it shall redeem or for any
other reason acquire, and no share of B Preferred Stock which shall have been
redeemed or otherwise acquired by the Corporation shall thereafter be reissued,
sold or transferred by the Corporation to any person.

          3.   Liquidation.
               ----------- 

               3.1   Rights of Holders of B Preferred Stock.  In the event of
                     --------------------------------------                  
any voluntary or involuntary liquidation (whether complete or partial),
dissolution or winding up of the operation, the holders of the B Preferred Stock
shall be entitled to be paid out of the assets of the Corporation available for
distribution to its stockholders an amount in cash equal to One Hundred Dollars
($100.00) per share.  No distribution shall be made on the Common Stock by
reason of any voluntary or involuntary liquidation (whether complete or
partial), dissolution or winding up of the Corporation unless each holder of any
B Preferred Stock shall have received all amounts to which such holder shall be
entitled under this Section 3.1.

               3.2   Payments After Initial Distribution.  Should any amounts be
                     -----------------------------------                        
available for distribution after the payment to the holders of the B Preferred
Stock required by Section 3.1, none of such additional amounts shall be paid to
the holders of the B Preferred Stock.

               3.3   Allocation of Liquidation Payments Among Holders of B
                     -----------------------------------------------------
Preferred Stock.  If upon any dissolution, liquidation (wether complete or
---------------                                                           
partial), or winding up of the Corporation available for distribution to holders
of B Preferred Stock (the "Total Amount Available") shall be insufficient to pay
the holders of outstanding B Preferred Stock the full amounts to which they
shall be entitled under Section 3.1, each holder of B Preferred Stock shall be
entitled to receive an amount equal to the product derived by multiplying the
Total Amount Available by a fraction the numerator of which shall be the number
of such holder's shares of B Preferred Stock and the denominator of which shall
be the total number of shares of B Preferred Stock then outstanding.

          4.   Dividends on B Preferred Stock.    The holders of the B Preferred
               ------------------------------                                   
Stock shall not be entitled to receive any dividends.

          5.   General Provisions.
               ------------------ 

               5.1   Amendment  and  Waiver.  No change in the terms of the B
                     ----------------------                                  
Preferred Stock shall be binding or effective unless such change have been
approved in writing by the holders of at least two-thirds (2/3) of the shares of
B Preferred Stock then outstanding.
<PAGE>
 
               5.2   Replacement of Lost  Certificates.  Upon receipt by the
                     ---------------------------------                      
Corporation in a form reasonably satisfactory to it of (i) an indemnification by
the holder and (ii) evidence of the ownership of and the loss, theft,
destruction or mutilation of any certificate evidencing one or more shares of B
Preferred Stock, the Corporation at its expense will execute and deliver in lieu
of such certificate, a new certificate of like kind, representing the number of
shares of B Preferred Stock which shall have been represented by such lost,
stolen, destroyed, or mutilated certificate.

               5.3   Replacement Certificates in Case of Redemption.   If any
                     ----------------------------------------------          
certificates representing B Preferred Stock surrendered pursuant to a Redemption
represent more shares than actually redeemed, then within 30 days surrender,
the Corporation will, at its expense execute and deliver a new certificate or
certificates of like kind for those shares of B Preferred Stock represented by
the surrendered certificate but not intended to be redeemed, provided, however,
that the Corporation may pay cash based on the Redemption Price, as applicable
in lieu of any fractional shares of B Preferred Stock represented by such
surrendered certificates but not intended to be redeemed.
<PAGE>
 
Microfilm Number
                ---------------

Filed with the Department of State on   September 1, 1992
                                      --------------------------

Entity Number        719663
             ------------------------


Secretary of the Commonwealth

         STATEMENT WITH RESPECT TO SHARES-DOMESTIC BUSINESS CORPORATION
                             DSCB:15-1522 (Rev 89)

     In compliance with the requirements of 15 Pa.C.S. (S) 1522(b) (relating to
statement with respect to shares), the undersigned corporation, desiring to
state the designation and voting rights, preferences, limitations, and special
rights, if any, of a class or series of its shares, hereby states that:

1.   The name of the corporation is:   Biosonics, Inc.
                                    -----------------------

2.   (Check and complete one of the following):

                 The resolution amending the Articles under 15 Pa.C.S. (S)
          ------
1522(b) (relating to divisions and determinations by the board), set forth in
full, is as follows:



              X       The resolution amending the Articles under 15 Pa.C.S. (S)
           -------                                                             
1522(b) is set forth in fully in Exhibit A attached hereto and made a part
hereof.

3.   The aggregate number of shares of such class or series established and
designated by (a) such resolution, (b) all prior statements, if any, filed under
15 Pa.C.S. (S) 1522 or corresponding provisions of prior law with respect
thereto, and (c) any other provision of the Articles is  One Thousand   shares.
                                                        ----------------
<PAGE>
 
4.   The resolution was adopted by the Board of Directors or an authorized
committee there on   August 28, 1992      .
                   -----------------------      

5.   (Check, and if appropriate complete, one of the following):

           X      The resolution shall be effective upon the filing this
     -------------
statement with respect to shares in the Department of State.

                  The resolution shall be effective on           .
     -------------                                    -----------

     IN TESTIMONY WHEREOF, the undersigned corporation has caused this statement
to be signed by a duly authorized officer thereof this  28th  day of 
                                                      -------- 
     August    ,1992.
---------------   --

                                    BIOSONICS, INC.
                                    -------------------------------------
                                    (Name of Corporation)
 
                                    BY:/s/ Jack Paller
                                       ---------------
                                         (Signature)

                                    TITLE:  Chairman of the Board
                                          -------------------------------
<PAGE>
 
                                   EXHIBIT A

                  RESOLUTION ESTABLISHING AND DESIGNATING THE
             PREFERRED STOCK - SERIES C AND FIXING AND DETERMINING
                  THE RELATIVE RIGHTS AND PREFERENCES THEREOF


     RESOLVED, that pursuant to the authority expressly vested in the Board of
Directors by the Corporation's Articles of Incorporation, there is hereby
established a series of one Thousand (1,000) shares of preferred stock of the
Corporation, par value one Dollar ($1.00) per share, to be known as "Preferred
Stock - Series C".  The rights, designations, preferences, qualifications,
privileges, limitations and conversion rights thereof are as follows:

     I.     Designation and Amount. There shall be a series of the Corporation's
            ----------------------
class of Preferred Stock, par value one Dollar ($1.00) per share, which shall
consist of One thousand (1,000) shares and shall be designated as "Preferred
Stock Series C" (hereinafter the "Preferred Stock").

     II.    Terms Applicable To Preferred Stock.
            ----------------------------------- 

            1.   Voting Rights. Except as otherwise expressly provided herein or
                 -------------
as required by law, holders of Preferred Stock shall have the right to vote on
all matters as to which holders of Common Stock have a right to vote, and such
voting rights shall be exercised on an as-converted basis (i.e., as though the
Preferred Stock had been converted and such holders held the Common Stock
issuable upon such conversion). Holders of Preferred Stock shall have no right
to vote as a class except as required by law.

            2.   Conversion.
                 ---------- 

                 2.1   Conversion Rights. Each share of the Preferred Stock
                       -----------------
shall be convertible into Ten Thousand (10,000) shares of the Common Stock
("Conversion Shares") of the Corporation as hereinafter set forth, subject to
the provisions of Section 3 by which the Preferred Stock may be converted into a
larger or smaller number of Conversion Shares upon the occurrence of certain
events described therein.

                 2.2   Conversion Procedure.  Each certificate representing
                       --------------------                                
Preferred Stock may be converted in whole or in part (but not as to any
fractional part of any share of Preferred Stock).  The certificate representing
the Preferred Stock to be converted shall be endorsed to reflect the conversion
of all or such portion thereof as the holder determines to convert and shall be
delivered to the Corporation at its principal office.  Each request for
conversion shall be accompanied by the holder's acknowledgment in form and
substance satisfactory to the Corporation that (i) the Conversion Shares are
being purchased for investment and not for distribution or resale (other than a
distribution or resale which, in the opinion of counsel satisfactory to the
Corporation, may be made without violating the registration provisions of the
Securities Act of 1933, as amended, or any applicable state securities law
(collectively, the "Acts"), (ii) the holder has been advised and understands
that (A) the
<PAGE>
 
Conversion Shares have not been registered under the Acts and are "restricted
securities" within the meaning of Rule 144 under the Securities Act of 1933, as
amended, and are subject to restrictions on transfer, and (B) the Corporation is
under no obligation to register the Conversion Shares under the Acts or to take
any action which would make available to the Optionee any exemption from such
registrations, (iii) such Conversion Shares may not be transferred without
compliance with all applicable federal and state securities laws, and (iv) an
appropriate legend referring to the foregoing restrictions on transfer may be
endorsed on the certificates. Notwithstanding the foregoing, if the Corporation
determines that issuance of Conversion Shares should be delayed pending (a)
registration under federal or state securities laws, (b) the receipt of an
acceptable legal opinion that an appropriate exemption from such registration is
available, (c) the listing or inclusion of the Conversion Shares on any
securities exchange or in an automated quotation system, or (d) the consent or
approval of any governmental regulatory body whose consent or approval is
necessary in connection with the issuance of the Conversion Shares, the
Corporation may defer issuance of the Conversion Shares until the applicable
event or events have occurred.

                 2.3   Conversion Period.  Except as herein expressly provided
                       -----------------                                      
otherwise, any holder of Preferred Stock may exercise the conversion rights of
all or any portion of the Preferred Stock held by such holder at any time or
from time to time after the date of issuance.

                 2.4   Authorization and Issuance. The Corporation covenants and
                       --------------------------
agrees that:

                       (a) The Conversion Shares shall be deemed to have been
issued to the person exercising such conversion privilege upon the date of
surrender (the "Conversion Date") of the certificates representing the Preferred
Stock to be converted in accordance with this Section 2, and the person
exercising such conversion privilege shall be deemed for all purposes to have
become the record holder of such Conversion Shares at the Conversion Date.

                       (b) All Conversion Shares will, upon issuance, be fully
paid and non-assessable.

            3.   Anti-Dilution.
                 ------------- 

                 3.1   Subdivision Combination of Stock.  In the event that the
                       --------------------------------                        
Corporation shall at any time subdivide its outstanding shares of Common Stock
into a greater number of shares, the number of Conversion Shares into which the
Preferred Stock is convertible shall be proportionately increased, and, in the
event that the outstanding shares of Common Stock of the Corporation shall at
any time be combined into a smaller number of shares, the number of Conversion
Shares into which the Preferred Stock is convertible shall be proportionately
reduced.
<PAGE>
 
                 3.2   Reorganization, Reclassification, Consolidation or
                       --------------------------------------------------
Merger. If there should occur any capital reorganization or reclassification of
------
the capital stock of the Corporation, or consolidation or merger of the
Corporation with another corporation, then, as a condition of such
reorganization, reclassification, consolidation or merger, lawful and adequate
provision shall be made whereby the holders of the Preferred Stock shall
thereafter have the right to acquire and receive, upon conversion of the
Preferred Stock, such shares of stock, securities or assets as would have been
issuable or payable (as part of the reorganization, reclassification,
consolidation or merger) with respect to or in exchange for such number of
outstanding shares of the Corporation's Common Stock as would have been received
upon conversion of the Preferred Stock immediately before such reorganization,
reclassification, consolidation or merger. In any such case appropriate
provisions shall be made with respect to the rights and interests of the holders
of the Preferred Stock to the end that the provisions hereof (including without
limitation provisions for adjustments of the number of Conversion shares
acquirable and receivable upon the conversion of the Preferred Stock) shall
thereafter be applicable as nearly as possible in relation to any shares of
stock, securities or assets thereafter deliverable upon the conversion of the
Preferred Stock.

            4.   Liquidation.
                 ----------- 

                 4.1   Rights of Holders of Preferred Stock. In the event of any
                       ------------------------------------
voluntary or involuntary liquidation (whether complete or partial), dissolution
or winding up of the Corporation, the holders of the Preferred Stock shall be
entitled to be paid out of the assets of the Corporation available for
distribution to its stockholders an amount in cash equal to One Dollar ($1.00)
per share. No distribution shall be made on the Common Stock by reason of any
voluntary or involuntary liquidation (whether complete or partial), dissolution
or winding up of the Corporation unless each holder of Preferred Stock shall
have received all amounts to which such holder shall be entitled under this
Section 4.1.

                 4.2   Payments After Initial Distribution.  Should any amounts
                       -----------------------------------                     
be available for distribution after the payment to the holders of the Preferred
Stock required by Section 4.1, none of such additional amounts shall be paid to
the holders of the Preferred Stock.

                 4.3   Allocation of Liquidation Payments Among Holders of
                       ---------------------------------------------------
Preferred Stock.  If upon any voluntary or involuntary liquidation (whether
---------------                                                            
complete or partial), dissolution or winding up of the Corporation, the assets
of the Corporation available for distribution to holders of Preferred Stock (the
"Total Amount Available") shall be insufficient to pay the holders of
outstanding Preferred Stock the full amounts to which they shall be entitled
under Section 4.1, each holder of Preferred Stock shall be entitled to receive
an amount equal to the product derived by multiplying the Total Amount Available
by a fraction the numerator of which shall be the number of such holder's shares
of Preferred Stock and the denominator of which shall be the total number of
shares of Preferred Stock then outstanding.

            5.   Dividends on Preferred Stock. The holders of the Preferred
                 ----------------------------
Stock shall not be entitled to receive any dividends.
<PAGE>
 
            6.   General Provisions.
                 ------------------ 

                 6.1   Amendment and Waiver.  No change in the terms of the
                       --------------------                                
Preferred Stock shall be binding or effective unless such change shall have been
approved in writing by the holders of at least two-thirds (2/3) of the shares of
Preferred Stock then outstanding.

                 6.2   Replacement of Lost Certificates.  Upon receipt by the
                       --------------------------------                      
Corporation in a form reasonably satisfactory to it of (i) an indemnification by
the holder and (ii) evidence of the ownership of and the loss, theft,
destruction or mutilation of any certificate evidencing one or more shares of
Preferred Stock, the Corporation at its expense will execute and deliver in lieu
of such certificate, a new certificate of like kind, representing the number of
shares of Preferred Stock which shall have been represented by such lost,
stolen, destroyed, or mutilated certificate.

                 6.3   Rep1acement Certificates in Case of Conversion.  If any
                       ----------------------------------------------         
certificates representing Preferred Stock surrendered for the purpose of
exercising conversion rights represent more shares than actually converted, then
within thirty (30) days of surrender, the Corporation will, at its expense,
execute and deliver a new certificate or certificates of like kind for those
shares of Preferred Stock represented by the surrendered certificate but not
intended to be converted, provided, however, that the Corporation shall not be
required to issue any fractional shares of Preferred Stock.
<PAGE>
 
Microfilm Number 
                 -------------------

Filed with the Department of State on    June 8, 1995
                                     --------------------

Entity Number       719663
             ------------------

Secretary of the Commonwealth

        STATEMENT WITH RESPECT TO SHARES-DOMESTIC BUSINESS CORPORATION
                             DSCB:15-1522 (Rev 89)

          In compliance with the requirements of 15 Pa.C.S. S 1522(b) (relating
to statement with respect to shares), the undersigned corporation, desiring to
state the designation and voting rights, preferences, limitations, and special
rights, if any, of a class or series of its shares, hereby states that:

1.   The name of the corporation is:  Biosonics, Inc.
                                      ---------------

2.   (Check and complete one of the following):

         The resolution amending the Articles under 15 Pa.C.S. (S) 1522(b)
     ---
(relating to divisions and determinations by the board), set forth in full, is
as follows:

      X  The resolution amending the Articles under 15 Pa.C.S. (S) 1522(b)
     ---                                                                  
is set forth in full in Exhibit A attached hereto and made a part hereof.

3.   The aggregate number of shares of such class or series established and
designated by (a) such resolution, (b) all prior statements, if any, filed under
15 Pa.C.S. S 1522 or corresponding provisions of prior law with respect thereto,
and (c) any other provision of the Articles is 500,000.
                                               ------- 

4.   The resolution was adopted by the Board of Directors or an authorized
committee thereof on April 26, 1995.
                     -------------- 

5.   (Check, and if appropriate complete, one of the following):

         X  The resolution shall be effective upon the filing this statement
        ---                                                       
with respect to shares in the Department of State.

            The resolution shall be effective on
         ---                                      --------------.


          IN TESTIMONY WHEREOF, the undersigned corporation has caused this
statement to be signed by a duly authorized officer thereof this 26th day of
April, 1995.
<PAGE>
 
                                BIOSONICS, INC.
                             (Name of Corporation)

                              BY:/s/ Jack Paller
                                    (Signature)

                              TITLE: Chairman of the Board
                                     ---------------------
<PAGE>
 
                                  EXHIBIT "A"

                  RESOLUTION ESTABLISHING AND DESIGNATING THE
                   PREFERRED STOCK - SERIES D AND FIXING AND
            DETERMINING THE RELATIVE RIGHTS AND PREFERENCES THEREOF

          RESOLVED, that pursuant to the authority expressly vested in the Board
of Directors by the Corporation's Articles of Incorporation, there is hereby
established a series of Five Thousand (5,000) shares of preferred stock of the
Corporation, par value one Dollar ($1.00) per share, to be known as "Preferred
Stock - Series D". The rights, designations, preferences, qualifications,
privileges, limitations and conversion rights thereof are as follows:

I.   DESIGNATION AND AMOUNT.
     ---------------------- 

     There shall be a series of the Corporation's class of Preferred Stock, par
value one Dollar ($1.00) per share, which shall consist of Five Thousand (5,000)
shares and shall be designated as "Preferred Stock Series D" (hereinafter the
"Preferred Stock").

II.  TERMS APPLICABLE TO PREFERRED STOCK.
     ----------------------------------- 

     1.   Voting Rights. Except as otherwise expressly provided herein or as
          -------------                                                     
required by law, holders of Preferred Stock shall have the right to vote on all
matters as to which holders of Common Stock have a right to vote, and such
voting rights shall be exercised on an as-converted basis (i.e., as though the
Preferred Stock had been converted and such holders held the Common Stock
issuable upon such conversion). Holders of Preferred Stock shall have no right
to vote as a class except as required by law.

     2.   Conversion Rights.
          ----------------- 

          2.1  Description and Conversion Procedure. Each share of the Preferred
               ------------------------------------                             
Stock shall be convertible into Two Thousand (2,000) shares of the Common Stock
("Conversion Shares") of the Corporation as hereinafter set forth, (an aggregate
of Ten Million (10,000,000) shares), only after the Corporation has amended its
Articles of Incorporation to increase the number of authorized shares of Common
Stock so as to permit such conversion, and subject to the provisions of Section
3 by which the Preferred Stock may be converted into a larger or smaller number
of Conversion Shares upon the occurrence of certain events described therein.

          2.2  Conversion Procedure. Each certificate representing Preferred
               --------------------                                         
Stock may be converted in whole or in part. The certificate representing the
Preferred Stock to be converted shall be endorsed to reflect the conversion of
all or such portion thereof as the holder determines to convert and surrender to
the Corporation at its principal offices. If the Conversion Shares are not to be
issued in the name of the holder to whom the Preferred Stock is registered, such
holder shall state the name of the person to whom the certificate for the
Conversion Shares is to be issued, and if the Conversion Shares to be issued
shall not be all the Conversion Shares
<PAGE>
 
into which the Preferred Stock may be converted, the name of the person to whom
shall be issued a new certificate evidencing the balance of the Preferred Stock.

          2.3  Conversion Period. Except as herein expressly provided otherwise,
               -----------------                                                
any holder of Preferred Stock may exercise the conversion rights of all or any
portion of the Preferred Stock held by such holder at any time or from time to
time after the date of issuance and prior to the redemption of such shares of
Preferred Stock.

          2.4  Authorization and Issuance. The Corporation covenants and agrees
               --------------------------                                      
that:

               (a) The Conversion Shares shall be deemed to have been issued to
the person exercising such conversion privilege upon the date of surrender (the
"Conversion Date") of the certificates representing the Preferred Stock to be
converted in accordance with this Section 2, and the person exercising such
conversion privilege shall be deemed for all purposes to have become the record
holder of such Conversion Shares at the Conversion Date, unless pursuant to
Section 2.2 a different person is specified.

               (b) All Conversion Shares will, upon issuance, be fully paid and
non-assessable.

     3.   Anti-Dilution.
          ------------- 

          3.1  Subdivision or Combination of Stock. In case the Corporation
               -----------------------------------                         
shall at any time subdivide its outstanding shares of Common Stock into a
greater number of shares, the number of Conversion Shares into which the
Preferred Stock is converted immediately prior to such subdivision shall be
proportionately increased, and, in case the outstanding shares of Common Stock
of the Corporation shall be combined into a smaller number of shares, the number
of Conversion Shares into which the Preferred Stock is converted immediately
prior to such combination shall be proportionately reduced.

          3.2  Reorganization, Reclassification, Consolidation or Merger. If
               ---------------------------------------------------------    
there should occur any capital reorganization or reclassification of the capital
stock of the Corporation, or consolidation or merger of the Corporation with
another corporation, then, as a condition of such reorganization,
reclassification, consolidation or merger, lawful and adequate provision shall
be made whereby the holders of the Preferred Stock shall thereafter have the
right to acquire and receive, upon conversion of the Preferred Stock such shares
of stock, securities or assets as would have been issuable or payable (as part
of the reorganization, reclassification consolidation or merger) with respect to
or in exchange for such number of outstanding shares of the Corporation's Common
Stock as would have been received upon the conversion of the Preferred Stock
immediately before such reorganization, reclassification, consolidation or
merger. In any such case appropriate provisions shall be made with respect to
the rights and interests of the holders of the Preferred Stock to the end that
the provisions hereof (including without limitation provisions for adjustments
of the number of Conversion Shares acquirable and receivable upon the conversion
of the Preferred Stock) shall thereafter be applicable as nearly as possible in
relation to any shares of stock, securities or assets thereafter deliverable
upon the conversion of the Preferred Stock.
<PAGE>
 
     4.   Redemption.
          ---------- 

          4.1  Redemptions. At any time on or after May 1, 1997, the
               -----------                                          
Corporation, by resolution of its Board of Directors, may redeem ('Redemption")
at a price per share equal to One Hundred Twenty Dollars ($120.00) per share
(the "Redemption Price") the whole or any part of the Preferred Stock which
holders of Preferred Stock and/or their predecessors in interest theretofore had
the right to convert in accordance with Section 2 but which such holders and/or
their predecessors in interest have not converted.

          4.2  Redemption Notice. At least fifteen (15) days prior to the date
               ------------------                                             
of Redemption (the "Redemption Date), the Corporation shall mail, by certified
or registered mail, return receipt requested, to each record holder of any
Preferred Stock at the address shown on the Corporation's records, a written
notice ("Redemption Notice"), stating: (i) the number of shares of Preferred
Stock held of record by such holder which the Corporation proposes to redeem;
(ii) the Redemption Date; and (iii) the place at which the shares to be redeemed
may be surrendered in exchange for the Redemption Price for such shares if other
than the Corporation's principal office. Upon the mailing of a Redemption Notice
with respect to any Redemption which the Corporation may choose to make, the
Corporation shall become obligated to redeem the Preferred Stock specified in
the Redemption Notice on the date specified as the Redemption Date. Except as
set forth in the preceding sentence, the holders of the Preferred Stock shall
not be entitled to compel the redemption of the Preferred Stock.

          4.3  Right to Convert Upon Notice of Redemption.  Upon receiving a
               ------------------------------------------                   
Redemption Notice with respect to any shares of Preferred Stock, the holder of
such shares shall be entitled to exercise the conversion rights to such shares
provided for in Section 2 prior to the Redemption Date,

          4.4  Surrender of Certificates.  Each holder of Preferred Stock shall
               -------------------------                                       
be entitled to receive on or at any time after any Redemption Date the full
Redemption Price for each share of Preferred Stock held by such holder which the
Corporation shall be obligated to redeem on such Redemption Date upon surrender
by such holder at the Corporation's principal office of the certificate
representing such share, duly endorsed in blank or accompanied by an appropriate
form of assignment duly endorsed in blank. After the payment of the full
Redemption Price, as applicable, by the Corporation, an rights of the holder of
such Preferred Stock shall (whether or not the certificate representing such
Preferred Stock shall have been surrendered for cancellation) cease and
terminate with respect to such Preferred Stock.

          4.5  Redeemed Preferred Stock to be Canceled.  The Corporation shall
               ---------------------------------------                        
cancel each share of Preferred Stock which it shall redeem or for any other
reason acquire, and no share of Preferred Stock which shall have been redeemed
or otherwise acquired by the Corporation shall thereafter be reissued, sold or
transferred by the Corporation to any person.

     5.   Liquidation.
          ----------- 

          5.1  Rights of Holder of Preferred Stock.  In the event of any
               -----------------------------------                      
voluntary or involuntary liquidation (whether complete or partial), dissolution
are winding up of the
<PAGE>
 
operation, the holders of the Preferred Stock shall be entitled to be paid out
of the assets of the Corporation available for distribution to its stockholders
an amount in cash equal to One Hundred Dollar ($100.00) per share. No
distribution shall be made on the Common Stock by reason of any voluntary or
involuntary liquidation (whether complete or partial), dissolution or winding up
of the Corporation unless each holder of any Preferred Stock shall have received
all amounts to which such holder shall be entitled under this Section 5.1.

          5.2  Payments After Initial Distribution.  Should any amounts be
               -----------------------------------                        
available for distribution after the payment to the holders of the Preferred
Stock required by Section 51., none of such additional amounts shall be paid to
the holders of the Preferred Stock.

          5.3  Allocation of Liquidation Payments Among Holders of Preferred
               -------------------------------------------------------------
Stock.  If upon any dissolution, liquidation (whether complete or partial)l or
-----                                                                         
winding up at the Corporation, the assets of the Corporation available for
distribution to holders of Preferred Stock (the 'Total Amount Available") shall
be insufficient to pay the holders of outstanding Preferred Stock the full
amounts to which they shall be entitled under Section 5.1, each holder of
Preferred Stock shall be entitled to receive an amount equal to the product
derived by multiplying the Total Amount Available by a fraction the numerator of
which shall be the number of such holder's shares of Preferred Stock and the
denominator of which shall be the total number of shares of Preferred Stock then
outstanding.

     6.   Dividends on Preferred Stock.  The holders of the Preferred Stock
          ----------------------------                                     
shall not be entitled to receive any dividends.

     7.   General Provisions.
          ------------------ 

          7.1  Amendment and Waiver.  No change in the terms of the Preferred
               --------------------                                          
Stock shall be binding or effective unless such changes hall have been approved
in writing by the holders of at least two-thirds (2/3) of the shares of
Preferred Stock then outstanding.

          7.2  Replacement of Lost Certificates.  Upon receipt by the
               ---------------------------------                     
Corporation in a form reasonably satisfactory to it of (i) an indemnification by
the holder and (ii) evidence of the ownership of and the loss, theft,
destruction or mutilation of any certificate evidencing one or more shares of
Preferred Stock, the Corporation at its expense will execute and deliver in lieu
of such certificate, a new certificate of like kind, representing the number of
shares of Preferred Stock which shall have been represented by such lost,
stolen, destroyed, or mutilated certificate.

          7.3.    Replacement Certificates in Case of Redemption or Conversion.
                  ------------------------------------------------------------  
If any certificates representing Preferred Stock surrendered pursuant to a
Redemption or for the purpose of exercising conversion rights represent more
shares than actually redeemed or converted, then within thirty (30) days of
surrender, the Corporation will, at its expense execute and deliver a new
certificate or certificates of like kind for those shares of Preferred Stock
represented by the surrendered certificate but not intended to be converted or
redeemed, provide, however, that the Corporation may pay cash based on the
Redemption or Conversion Price, as applicable in lieu of any fractional shares
of Preferred Stock represented by such surrendered certificates but not intended
to be converted or redeemed.
<PAGE>
 
                                BIOSONICS, INC.

                  -------------------------------------------

                     Action by Unanimous Consent in Writing
                                     of the
                               Board of Directors

                             Dated: April 26, 1995

                  -------------------------------------------

     The undersigned, being the Sole Director of Biosonics, Inc., a Pennsylvania

corporation, without the formality of convening a meeting does hereby consent to

the following action of this corporation:

          RESOLVED, that pursuant to the authority expressly vested in the Board
          of Directors by the Corporation's Articles of Incorporation, there is
          hereby established a series of Five Thousand (5,000) shares of
          preferred stock of the Corporation, par value One Dollar ($1.00) per
          share, to be known as Preferred Stock - Series D."  The rights,
          designations, preferences, qualification privileges, limitations and
          conversion rights thereof are as follows:

          I.   DESIGNATION AND AMOUNT.
               ---------------------- 

               There shall be an initial series of the Corporation's class of
          Preferred Stock, par value One Dollar ($1.00) per share, which shall
          consist of Five Thousand (5,000) shares and shall be designated as
          Preferred Stock - Series D" (hereinafter the "Preferred Stock").

          II.  TERMS APPLICABLE TO PREFERRED STOCK.
               ----------------------------------- 
 
               1.  Voting Rights.  Except as otherwise expressly provided herein
                   --------------                                               
          or as required by law, holders of Preferred Stock shall have the right
          to vote on all matters as to such holders of Common Stock have a right
          to vote, and such voting rights shall be exercised on an as-converted
          basis (i.e., as though the Preferred Stock had been converted and such
                 ----
          holders held the Common Stock issuable upon such conversion). Holders
          of Preferred Stock shall have no right to vote as a class except as
          required by law.
<PAGE>
 
               2.  Conversion Rights.
                   ----------------- 

                   2.1  Description and Conversion Procedure. Each share of the
                        ------------------------------------                   
          Preferred Stock shall be convertible into Two Thousand (2,000) shares
          of the Common Stock ("Conversion Shares") of the Corporation as
          hereinafter set forth (an aggregate of Ten Million (10,000,000)
          shares), only after the Corporation has amended its Articles of
          Incorporation to increase the number of authorized shares of Common
          Stock so as to permit such conversion, and subject to the provisions
          of Section 3 by which the Preferred Stock may be converted into a
          larger or smaller number of Conversion Shares upon the occurrence of
          certain events described therein.

                   2.2  Conversion Procedure.  Each certificate representing
                        --------------------                                
          Preferred Stock may be converted in whole or in part. The certificate
          representing the Preferred Stock to be converted shall be endorsed to
          reflect the conversion of all or such portion thereof as the holder
          determines to convert and surrender to the Corporation at its
          principal offices. If the Conversion Shares are not to be issued in
          the name of the holder to whom the Preferred Stock is registered, such
          holder shall also state the name of the person to whom the certificate
          for the Conversion Shares is to be issued, and if the Conversion
          Shares to be issued shall not be all the Conversion Shares into which
          the Preferred Stock may be converted, the name of the person to whom
          shall be issued a new certificate evidencing the balance of the
          Preferred Stock.

                    2.3  Conversion Period.  Except as herein expressly provided
                         -----------------                                      
          otherwise, any holder of Preferred Stock may exercise the conversion
          rights of all or any portion of the Preferred Stock held by such
          holder at any time or from time to time after the date of issuance and
          prior to the redemption of such shares of Preferred Stock.

                    2.4  Authorization and Issuance. The Corporation covenants
                         --------------------------
          and agrees that:

                    (a) The Conversion Shares shall be deemed to have been
          issued to the person exercising such conversion privilege upon the
          date of surrender (the "Conversion Date") of the certificates
          representing the Preferred Stock to be converted in accordance with
          this Section 2, and the person exercising such conversion privilege
          shall be deemed for all purposes to have become the record holder of
          such Conversion Shares at the Conversion Date, pursuant to Section 2.2
          a different person is specified.
<PAGE>
 
                    (b) All Conversion Shares will, upon issuance, be fully paid
   and non-assessable.

         3.   Anti-Dilution.
              ------------- 

                3.1 Subdivision or Combination of Stock. In case the Corporation
                    -----------------------------------
   shall at any time subdivide its outstanding shares of Common Stock into a
   greater number of shares, the number of Conversion Shares into which the
   Preferred Stock is converted immediately prior to such subdivision shall be
   proportionately increased, and, in case the outstanding shares of Common
   Stock of the Corporation shall be combined into a smaller number of the
   number of Conversion Shares into which the Preferred Stock is converted
   immediately prior to such combination shall be proportionately reduced.

                3.2 Reorganization, Reclassification, Consolidation or Merger.
                    ---------------------------------------------------------  
    If there should occur any capital reorganization or reclassification of the
    capital stock of the Corporation, or consolidation or merger of the
    Corporation with another corporation, then, as a condition of such
    reorganization, reclassification, consolidation or merger, lawful and
    adequate provision shall be made whereby the holders of the Preferred Stock
    shall thereafter have the right to acquire and receive, upon: conversion of
    the Preferred Stock such shares of stock, securities or assets as would have
    been issuable or payable (as part of the reorganization, reclassification,
    consolidation or merger) with respect to or in exchange for such number of
    outstanding shares of the Corporation's Common Stock as would have been
    received upon the conversion of the Preferred Stock immediately before such
    reorganization, reclassification, consolidation, or merger. In any such case
    appropriate provisions shall be made with respect to the rights and
    interests of the holders of the Preferred Stock to the end that the
    provisions hereof (including without limitation provisions for adjustments
    of the number of Conversion Shares acquirable and receivable upon the
    conversion of the Preferred Stock) shall thereafter be applicable as nearly
    as possible in relation to any shares of stock, securities or assets
    thereafter deliverable upon the conversion of the Preferred Stock.

    4.   Redemption.
         ---------- 

                4.1 Redemptions. At any time on or after May 1, 1997, the
                    ----------- 
    Corporation, by resolution of its Board of Directors, may redeem
    ("Redemption) at a price per share equal to One Hundred Twenty Dollars
    ($l20.00) per share (the "Redemption Price") the whole or any part of the
    Preferred Stock which holders of Preferred Stock and/or their predecessors
    in interest theretofore had the right to convert in accordance with Section
    2 but which such holders and/or their predecessors in interest have not
    converted.
<PAGE>
 
              4.2 Redemption Notice. At least fifteen (15) days prior to the
                  -----------------
   date of Redemption (the "Redemption Date"), the Corporation shall mail by
   certified or registered mail return receipt requested, to each record holder
   of any Preferred Stock at the address shown on the Corporation's records, a
   written notice ("Redemption Notice), stating. (i) the number of shares of
   Preferred Stock held of record by such holder which the Corporation proposes
   to redeem; (ii) the Redemption Date; and (iii) the place at which the shares
   to be redeemed may be surrendered in exchange for the Redemption Price for
   such shares if other than the Corporation's principal office. Upon the
   mailing of a Redemption Notice with respect to any Redemption which the
   Corporation may choose to make, the Corporation shall become obligated to
   redeem the Preferred Stock specified in the Redemption Notice on the date
   specified as the Redemption Date. Except as set forth in the preceding
   sentence, the holders of the Preferred Stock shall not be entitled to compel
   the redemption of the Preferred Stock.

              4.3  Right to Convert Upon Notice of Redemption. Upon receiving a
                   ------------------------------------------
   Redemption Notice with respect to any shares of Preferred Stock, the holder
   of such shares shall be entitled to exercise the conversion rights to such
   shares provided for in Section 2 prior to the Redemption Date,

              4.4  Surrender of Certificates. Each holder of Preferred Stock
                   ------------------------- 
   shall be entitled to receive on or at any time after any Redemption Date the
   full Redemption Price for each share of Preferred Stock held by such holder
   which the Corporation shall be obligated to redeem on such Redemption Date
   upon surrender by such holder at the Corporation's principal office of the
   certificate representing such share, duly endorsed in blank or accompanied by
   an appropriate form of assignment duly endorsed in blank. After the payment
   of the full Redemption Price, as applicable, by the Corporation, an rights of
   the holder of such Preferred Stock shall (whether or not the certificate
   representing such Preferred Stock shall have been surrendered for
   cancellation) cease and terminate with respect to such Preferred Stock.

              4.5  Redeemed Preferred Stock to be Canceled. The Corporation
                   ---------------------------------------
   shall cancel each share of Preferred Stock which it shall redeem or for any
   other reason acquire, and no share of Preferred Stock which shall have been
   redeemed or otherwise acquired by the Corporation shall thereafter be
   reissued, sold or transferred by the Corporation to any person.
<PAGE>
 
               5.  Liquidation.
                   ----------- 

                    5.1  Rights of Holder of Preferred Stock.  In the event of
                         -----------------------------------                  
          any voluntary or involuntary liquidation (whether complete or
          partial), dissolution are winding up of the operation, the holders of
          the Preferred Stock shall be entitled to be paid out of the assets of
          the Corporation available for distribution to its stockholders an
          amount in cash equal to One Hundred Dollar ($100.00) per share. No
          distribution shall be made on the Common Stock by reason of any
          voluntary or involuntary liquidation (whether complete or partial),
          dissolution or winding up of the Corporation unless each holder of any
          Preferred Stock shall have received all amounts to which such holder
          shall be entitled under this Section 5.1.

                    5.2  Payments After Initial Distribution. Should any amounts
                         -----------------------------------                    
          be available for distribution after the payment to the holders of the
          Preferred Stock required by Section 51., none of such additional
          amounts shall be paid to the holders of the Preferred Stock.

                    5.3  Allocation of Liquidation Payments Among Holders of
                         ---------------------------------------------------
          Preferred Stock.  If upon any dissolution, liquidation (whether
          ---------------                                                
          complete or partial)l or winding up at the Corporation, the assets of
          the Corporation available for distribution to holders of Preferred
          Stock (the "Total Amount Available") shall be insufficient to pay the
          holders of outstanding Preferred Stock the full amounts to which they
          shall be entitled under Section 5.1, each holder of Preferred Stock
          shall be entitled to receive an amount equal to the product derived by
          multiplying the Total Amount Available by a fraction the numerator of
          which shall be the number of such holder's shares of Preferred Stock
          and the denominator of which shall be the total number of shares of
          Preferred Stock then outstanding.

                    6.   Dividends on Preferred Stock.  The holders of the
                         ----------------------------
          Preferred Stock shall not be entitled to receive any dividends.

                    7.   General Provisions.
                         ------------------ 

                    7.1  Amendment and Waiver.  No change in the terms of the
                         --------------------                                
          Preferred Stock shall be or effective unless such changes hall have
          been approved in writing by the holders of at least two-thirds (2/3)
          of the shares of Preferred Stock then outstanding.

                    7.2  Replacement of Lost Certificates.  Upon receipt by the
                          --------------------------------   
          Corporation in a form reasonably satisfactory to it of (i) an
<PAGE>
 
          indemnification by the holder and (ii) evidence of the ownership of
          and the loss, theft, destruction or mutilation of any certificate
          evidencing one or more shares of Preferred Stock, the Corporation at
          its expense will execute and deliver in lieu of such certificate, a
          new certificate of like kind, representing the number of shares of
          Preferred Stock which shall have been represented by such lost,
          stolen, destroyed, or mutilated certificate.

                    7.3  Replacement Certificates in Case of Redemption or
                         -------------------------------------------------
          Conversion.  If any certificates representing Preferred Stock
          ----------                                                   
          surrendered pursuant to a Redemption or for the purpose of exercising
          conversion rights represent more shares than actually redeemed or
          converted, then within thirty (30) days of surrender, the Corporation
          will, at its expense execute and deliver a new certificate or
          certificates of like kind for those shares of Preferred Stock
          represented by the surrendered certificate but not intended to be
          converted or redeemed, provided, however, that the Corporation may pay
          cash based on the Redemption or Conversion Price, as applicable in
          lieu of any fractional shares of Preferred Stock represented by such
          surrendered certificates but not intended to be converted or redeemed.

          FURTHER RESOLVED that any officer, alone or together with any other
          officer, is hereby authorized and directed to execute and deliver to
          the Department of State, Commonwealth of Pennsylvania a Statement
          Affecting Class or Series of Shares, setting forth the rights,
          designations, preferences, qualifications, privileges, limitations and
          conversion rights of Preferred Stock Series D.

                                    /s/ Jack Paller
                                    --------------------------------
                                         JACK PALLER

                        Constituting the Sole Director.
<PAGE>
 
Microfilm Number
                -------------------- 

Filed with the Department of State on      June 28, 1996
                                      -----------------------

Entity Number          719663
             --------------------------


Secretary of the Commonwealth

         STATEMENT WITH RESPECT TO SHARES-DOMESTIC BUSINESS CORPORATION
                             DSCB:15-1522 (Rev 89)

   In compliance with the requirements of 15 Pa.C.S. (S) 1522(b) (relating to
statement with respect to shares), the undersigned corporation, desiring to
state the designation and voting  rights, preferences, limitations, and special
rights, if any, of a class or series of its shares, hereby states that:

1. The name of the corporation is:                 Biosonics, Inc.
                                      ----------------------------------------

2. (Check and complete one of the following):

         The resolution amending the Articles under 15 Pa.C.S. (S) 1522
    -----                                                              
(b) (relating to divisions and determinations by the board) , set forth in full,
is as follows:


     x  The resolution amending the Articles under 15 Pa.C.S. (S) 1522 (b)
    -----                                                                  
is set forth in full in Exhibit A attached hereto and made a part hereof.

3. The aggregate number of shares of such class or series established and
designated by (a) such resolution, (b) all prior statements, if any, filed under
15 Pa.C.S. (S) 1522 or corresponding provisions of prior law with respect
thereto, and (c) any other provision of the Articles is      100,000     shares.
                                                        -----------------       

4. The resolution was adopted by the Board of Directors or an authorized
committee thereof on     April 16, 1996     .
                     ----------------------- 
<PAGE>
 
5.   (Check, and if appropriate complete, one of the following):

      x  The resolution shall be effective upon the filing this statement
     ----                                                                 
with respect to shares in the Department of State.

           The resolution shall be effective on
     ------                                    -------------


     IN TESTIMONY WHEREOF, the undersigned corporation has caused this statement
to be signed by a duly authorized officer thereof this      28th      day
                                                       --------------     
  May   , 1996.
--------    -- 

                              BIOSONICS, INC.
                              ----------------------------------
                              (Name of Corporation)

                              BY:/s/ Jack Paller
                                 -------------------------------
                                    (Signature)


                              TITLE:  Chairman of the Board
                                      --------------------------



 
<PAGE>
 
                    Resolution of the Board of Directors of
                     Biosonics, Inc. adopted April 16, 1996


                                   EXHIBIT A


                  RESOLUTION ESTABLISHING AND DESIGNATING THE
             PREFERRED STOCK - SERIES B AND FIXING AND DETERMINING
                  THE RELATIVE RIGHTS AND PREFERENCES THEREOF


          RESOLVED, that the series of Preferred Stock of the Company known as
          the "Preferred Stock-Series B," established by resolution of the Board
          of Directors adopted June 27, 1989, as amended by Resolution adopted
          September 6, 1989, is hereby further amended to add the following
          provision allowing holders thereof conversion rights ("Conversion
          Rights") at $.03 a share based on the Redemption Price of $105.00 per
          share, as follows:

               6.   Conversion Rights.
                    ----------------- 

                    6.1  Description and Conversion Procedure. Each share of the
                         ------------------------------------                   
          Preferred Stock shall be convertible into Three Thousand Five Hundred
          (3,500) shares of the Common Stock ("Conversion Shares") of the
          Corporation as hereinafter set forth, only after the Corporation has
          amended its Articles of Incorporation to increase the number of
          authorized shares of Common Stock so as to permit such conversion, and
          subject to the provisions of Section 7 by which the Preferred Stock
          may be converted into a larger or smaller number of Conversion Shares
          upon the occurrence of certain events described therein.


                    6.2  Conversion Procedure. Each certificate representing
                         --------------------                               
          Preferred Stock may be converted in whole or in part. The certificate
          representing the Preferred Stock to be converted shall be endorsed to
          reflect the conversion of all or such portion thereof as the holder
          determines to convert and surrender to the Corporation at its
          principal offices.  If the Conversion Shares are not to be issued in
          the name of the holder to whom the Preferred Stock is registered, such
          holder shall also state the name of the person to whom the certificate
          for the Conversion Shares is to be issued, and if the Conversion
          Shares to be issued shall not be all the Conversion Shares into which
          the Preferred Stock may be converted, the name of the person to whom
          shall be issued a new certificate evidencing the balance of the
          Preferred Stock.


                    6.3  Conversion Period.  Except as herein expressly provided
                         -----------------                                      
          otherwise, any holder of Preferred Stock may exercise the conversion
          rights of all or any portion of the Preferred
<PAGE>
 
          Stock held by such holder at any time or from time to time after the
          date of issuance and prior to the redemption of such shares of
          Preferred Stock.

                    6.4  Authorization and Issuance.   The Corporation covenants
                         --------------------------                             
          and agrees that:

                    (a) The Conversion Shares shall be deemed to have been
          issued to the person exercising such conversion privilege upon the
          date of surrender (the "Conversion Date") of the certificates
          representing the Preferred Stock to be converted in accordance with
          this Section 6, and the person exercising such conversion privilege
          shall be deemed for all purposes to have become the record holder of
          such Conversion Shares at the Conversion Date, unless pursuant to
          Section 6.2 a different person is specified.

                    (b) All Conversion Shares will, upon issuance, be fully paid
          and non-assessable.

               7.   Anti-Dilution.
                    ------------- 

                    7.1  Subdivision or Combination of Stock. In case the
                         -----------------------------------             
          Corporation shall at any time subdivide its outstanding shares of
          Common Stock into a greater number of shares, the number of Conversion
          Shares into which the Preferred Stock is converted immediately prior
          to such subdivision shall be proportionately increased, and, in case
          the outstanding shares of Common Stock of the Corporation shall be
          combined into a smaller number of shares, the number of Conversion
          Shares into which the Preferred Stock is converted immediately prior
          to such combination shall be proportionately reduced.


                    7.2  Reorganization, Reclassification, Consolidated or
                         -------------------------------------------------
          Merger. If there should occur any capital reorganization or
          ------                                                     
          reclassification of the capital stock of the Corporation, or
          consolidation or merger of the Corporation with another corporation,
          then, as a condition of such reorganization, reclassification,
          consolidation or merger, lawful and adequate provision shall be made
          whereby the holders of the Preferred Stock shall thereafter have the
          right to acquire and receive, upon conversion of the Preferred Stock
          such shares of stock, securities or assets as would have been issuable
          or payable (as part of the reorganization, reclassification,
          consolidation or merger) with respect to or in exchange for such
          number of outstanding shares of the Corporation's Common Stock as
          would have been received upon the conversion of the Preferred Stock
          immediately before such reorganization, reclassification,
          consolidation or merger.  In any such case appropriate provisions
          shall be made with respect to the rights and interests of the holders
          of the Preferred Stock to the end that the provisions hereof
          (including without limitation
<PAGE>
 
          provisions for adjustments of the number of Conversion Shares
          acquirable and receivable upon the conversion of the Preferred Stock)
          shall thereafter be applicable as nearly as possible in relation to
          any shares of stock, securities or assets thereafter deliverable upon
          the conversion of the Preferred Stock.

          FURTHER RESOLVED, that any officer of this Company along or together
          with any other officer, is hereby authorized and directed to execute
          and deliver to the Department of State, Commonwealth Pennsylvania, a
          Statement Affecting Class or Series of Shares, indicating the
          Amendment to provide for the Conversion Rights.
<PAGE>
 
                    Resolution of the Board of Directors of
                   Biosonics, Inc. adopted September 6, 1989



          RESOLVED, that the Series of Preferred Stock of the Corporation known
as "Preferred Stock-Series B," established by resolution of the Board of
Directors adopted June 27,1989 is hereby increased from Two Thousand (2,000) to
Ten Thousand (10,000) shares.
<PAGE>
 
                    Resolution of the Board of Directors of
                     Biosonics, Inc. Adopted June 27, 1989


                  RESOLUTION ESTABLISHING AND DESIGNATING THE
             PREFERRED STOCK - SERIES B AND FIXING AND DETERMINING
                  THE RELATIVE RIGHTS AND PREFERENCES THEREOF

                                        
     RESOLVED, that pursuant to the authority expressly vested in the board of
Directors by the Corporation's Articles of Incorporation, there is hereby
established a series of Two Thousand (2,000) shares of preferred stock of the
Corporation, par value One Dollar ($1.00) per share, to be known as "Preferred
Stock - Series B." The rights, designations, preferences, qualifications,
privileges, limitations and conversion rights thereof are as follows:

     I.   Designation and Amount.  There shall be a series of the Corporation's
          ----------------------                                               
class of Preferred Stock, par value One Dollar ($1.00) per share, which shall
consist of Two Thousand $2,000) shares and shall be designated as "Preferred
Stock- Series B" (hereinafter the "B Preferred Stock").

     II.  Terms Applicable to B Preferred Stock.
          ------------------------------------- 

          1.   Voting Rights.  Except as required by law, holders of B Preferred
               -------------                                                    
Stock shall have no right to vote.

          2.   Redemption.
               ---------- 

               2.1  Redemptions.  At any time on or after October 1, 1989, the
                    -----------                                               
Corporation, by resolution of its Board of Directors, may redeem ("Redemption")
at a price per share equal to One Hundred Five Dollars ($105) per share (the
"Redemption Price") the whole or any part of the B Preferred Stock.

               2.2  Redemption Notice.  At least five (5) days prior to the date
                    -----------------  
of Redemption (the "Redemption Date"), the Corporation shall mail, by certified
or registered mail, return receipt requested, to each record holder of any B
Preferred Stock at the address shown on the Corporation's records, a written
notice ("Redemption Notice"), stating: (i) the number of shares of B Preferred
Stock held of record by such holder which the Corporation proposes to redeem;
(ii) the Redemption Date; and (iii) the place at which the shares to be redeemed
may be surrendered in exchange for the Redemption Price for such shares if other
than the Corporation's principal office. Upon the mailing of a Redemption Notice
with respect to any Redemption which the Corporation may choose to make, the
Corporation shall become obligated to redeem the B Preferred Stock specified in
the Redemption Notice on the date specified in the Redemption Date. Except as
set forth in the preceding sentence, the holders of the B Preferred Stock shall
not be entitled to compel the redemption of the B Preferred Stock.

               2.4       Surrender of Certificates.  Each holder of B Preferred
                         -------------------------   
Stock shall be entitled to receive on or at any time after any Redemption Date
the full Redemption Price for each share of B Preferred Stock held by such
holder which the Corporation shall be obligated to redeem
<PAGE>
 
on such Redemption Date upon surrender by such holder at the Corporation's
principal office of the certificate representing such shares duly endorsed in
blank or accompanied by an appropriate form of assignment duly endorsed in
blank.  After the payment of the full Redemption Price, as applicable, by the
Corporation, all rights of the holder of such B Preferred Stock shall (whether
or not the certificate representing such B Preferred Stock shall have been
surrendered for cancellation) cease and terminate with respect to such B
Preferred Stock.

               2.5       Redeemed B Preferred Stock to be Canceled.  The
                         -----------------------------------------   
Corporation shall cancel each share of B Preferred Stock which it shall redeem
or for any other reason acquire, and no share of B Preferred Stock which shall
have been redeemed or otherwise acquired by the Corporation shall thereafter be
reissued, sold or transferred by the Corporation to any person.

          3.   Liquidation.
               ----------- 

               3.1       Rights of Holders of B Preferred Stock.  In the event
                         --------------------------------------   
of any voluntary or involuntary liquidation (whether complete or partial),
dissolution or winding up of the operation, the holders of the B Preferred Stock
shall be entitled to be paid out of the assets of the Corporation available for
distribution to its stockholders an amount in cash equal to One Hundred Dollars
($100.00) per share. No distribution shall be made on the Common Stock by reason
of any voluntary or involuntary liquidation (whether complete or partial),
dissolution or winding up of the Corporation unless each holder of any B
Preferred Stock shall have received all amounts to which such holder shall be
entitled under this Section 3.1.

               3.2       Payments After Initial Distribution.  Should any
                         -----------------------------------   
amounts be available for distribution after the payment to the holders of the B
Preferred Stock required by Section 3.1, none of such additional amounts shall
be paid to the holders of the B Preferred Stock.

               3.3       Allocation of Liquidation Payments Among Holders of B
                         -----------------------------------------------------
Preferred Stock.  If upon any dissolution, liquidation (whether complete or
---------------                                                            
partial), or winding up of the Corporation, the assets of the Corporation
available for distribution to holders of B Preferred Stock (the "Total Amount
Available") shall be insufficient to pay the holders of outstanding B Preferred
Stock the full amounts to which they shall be entitled under Section 3.1, each
holder of B Preferred Stock shall be entitled to receive an amount equal to the
product derived by multiplying the Total Amount Available by a fraction the
numerator of which shall be the number of such holder's shares of B Preferred
Stock and the denominator of which shall be the total number of shares of B
Preferred Stock then outstanding.

          4.   Dividends on B Preferred Stock.  The holders of the B Preferred
               ------------------------------                                 
Stock shall not be entitled to receive any dividends.

          5.   General Provisions.
               ------------------ 

               5.1       Amendment and Waiver.  No change in the terms of the B
                         --------------------                                  
Preferred Stock shall be binding or effective unless such change shall have been
approved in writing by the holders of at least two-thirds (2/3) of the shares of
the Preferred Stock then outstanding.

               5.2       Replacement of Lost Certificates.  Upon receipt by the
                         --------------------------------                      
Corporation in a form reasonably satisfactory to it of (i) an indemnification by
the holder and (ii) evidence of the
<PAGE>
 
ownership of and the loss, theft, destruction or mutilation of any certificate
evidencing one or more shares of B Preferred Stock, the Corporation at its
expense will execute and deliver in lieu of such certificate, a new certificate
of like kind, representing the number of shares of B Preferred Stock which shall
have been represented by such lost, stolen, destroyed, or mutilated certificate.

               5.3  Replacement Certificate in Case of Redemption.  If any
                    ---------------------------------------------         
certificates representing B Preferred Stock surrendered pursuant to a Redemption
represent more shares than actually redeemed, then within 30 days of surrender,
the Corporation will, at its expense execute and deliver a new certificate or
certificates of like kind for those shares of B Preferred Stock represented by
the surrendered certificate but not intended to be redeemed, provided, however,
that the Corporation may pay cash based on the Redemption Price, as applicable
in lieu of any fractional shares of B Preferred Stock represented by such
surrendered certificates but not intended to be redeemed.
<PAGE>
 
Microfilm Number
                --------------------

Filed with the Department of State on    July 12, 1996
                                     -------------------------

Entity Number  719663
             -----------------------


Secretary of the Commonwealth

        STATEMENT WITH RESPECT TO SHARES-DOMESTIC BUSINESS CORPORATION
                             DSCB:15-1522 (Rev 89)


   In compliance with the requirements of 15 Pa.C.S.(S) 1522(b) (relating to
statement with respect to shares), the undersigned corporation, desiring to
state the designation and voting rights, preferences, limitations, and special
rights, if any, of a class or series of its shares, hereby states that:

1. The name of the corporation is:  Biosonics, Inc.

2. (Check and complete one of the following):

            The resolution amending the Articles under 15 Pa.C.S. (S) 1522(b)
   -------                                                           
(relating to divisions and determinations by the board), set forth in
full, is as follows:

      X     The resolution amending the Articles under 15 Pa.C.S. (S) 1522(b)
   -------                                                           
is set forth in full in Exhibit A attached hereto and made a part
hereof.

3. The aggregate number of shares of such class or series established and
designated by (a) such resolution, (b) all prior statements, if any, filed under
15 Pa.C.S. (S) 1522 or corresponding provisions of prior law with respect
thereto, and (c) any other provision of the Articles is 1,000,000 shares.
                                                        ---------        

4. The resolution was adopted by the Board of Directors or an authorized
committee thereof on May 1, 1996.
                     ----------- 
<PAGE>
 
5.   (Check, and if appropriate complete, one of the following):

        X    The resolution shall be effective upon the filing of this statement
     -------                                                           
with respect to shares in the Department of State.

             The resolution shall be effective on                     .
     -------                                      --------------------

     IN TESTIMONY WHEREOF, the undersigned corporation has caused this statement
to be signed by a duly authorized officer thereof this 1st day of May, 1996.

                                           BIOSONICS, INC.
                                           --------------------------------
     
     
                                           By:/s/ Jack Paller
                                                   (Signature)
     
                                           Title: Chairman of the Board
                                                  -------------------------
<PAGE>
 
                    Resolution of the Board of Directors of
                     Biosonics, Inc. adopted April 26, 1995

                  RESOLUTION ESTABLISHING AND DESIGNATING THE
                   PREFERRED STOCK - SERIES D AND FIXING AND
                  THE RELATIVE RIGHTS AND PREFERENCES THEREOF
                  -------------------------------------------


     RESOLVED, that pursuant to the authority expressly vested in the Board of
Directors by the Corporation's Articles of Incorporation, there is hereby
established a series of Five Thousand (5,000) shares of preferred stock of the
Corporation, par value One Dollar ($1.00) per share, to be known as "Preferred
Stock - Series D." The rights, designations, preferences, qualifications,
privileges, limitations and conversion rights thereof are as follows:

I.   DESIGNATION AND AMOUNT.
     ---------------------- 

     There shall be an initial series of the Corporation's class of Preferred
Stock, par value One Dollar ($1.00) per share, which shall consist of Five
Thousand (5,000) shares and shall be designated as "Preferred Stock - Series D"
(hereinafter the "Preferred Stock").

II.  TERMS APPLICABLE TO PREFERRED.
     ----------------------------- 

     1.   Voting Rights.  Except as otherwise expressly provided herein or as
          -------------                                                      
required by law, holders of Preferred Stock shall have the right to vote on an
matters as to which holders of Common Stock have a right to vote, and such
voting rights shall be exercised on an as-converted basis (i.e., as though the
                                                           ----               
Preferred Stock had been converted and such holders held the Common Stock
issuable upon such conversion).  Holders of Preferred Stock shall have no right
to vote as a class except as required by law.

     2.   Conversion Rights.
          ----------------- 

          2.1  Description and Conversion.  Each share of the Preferred Stock 
               --------------------------                               
shall be convertible into Two Thousand (2,000) shares of the Common Stock
("Conversion Shares") of the Corporation as hereinafter set forth (an aggregate
of Ten Million (10,000,000) shares), only after the Corporation has amended its
Articles of Incorporation to increase the number of authorized shares of Common
Stock so as to permit such conversion, and subject to the provisions of Section
3 by which the Preferred Stock may be converted into a larger or smaller number
of Conversion Shares upon the occurrence of certain events described therein.

          2.2  Conversion Procedure.   Each certificate representing Preferred
               --------------------                                           
Stock may be converted in whole or in part.  The certificate representing the
Preferred Stock to be converted shall be endorsed to reflect the conversion of
all or such portion thereof as the holder determines to convert and surrender to
the Corporation at its principal offices.  If the Conversion Shares are not to
be issued in the name of the holder to whom the Preferred Stock is registered,
such holder shall also state the name of the person to whom the certificate for
the Conversion Shares is to be issued, and if the Conversion Shares to be issued
shall not be all the Conversion Shares into which the Preferred Stock may be
converted, the name of the person to whom shall be issued a new certificate
evidencing the balance of the Preferred Stock.
<PAGE>
 
          2.3  Conversion Period.  Except as herein expressly provided 
               -----------------                                      
otherwise, any holder of Preferred Stock may exercise the conversion rights of
all or any portion of the Preferred Stock held by such holder at any time or
from time to time after the date of issuance and prior to the redemption of such
shares of Preferred Stock.

          2.4  Authorization and Issuance.  The Corporation covenants and agrees
               --------------------------                                       
that:

               (a)  The Conversion Shares shall be deemed to have been issued to
the person exercising such conversion privilege upon the date of surrender (the
"Conversion Date") of the certificates representing the Preferred Stock to be
converted in accordance with this Section 2, and the person exercising such
conversion privilege shall be deemed for all purposes to have become the record
holder of such Conversion Shares at the Conversion Date, unless pursuant to
Section 2.2 a different person is specified.

               (b)  All Conversion Shares will, upon issuance, be fully paid and
nonassessable.

     3.   Anti-Dilution.
          ------------- 

          3.1  Subdivision or Combination of Stock.  In case the Corporation
               -----------------------------------                           
shall at any time subdivide its outstanding shares of Common Stock into a
greater number of shares, the number of Conversion Shares into which the
Preferred Stock is converted immediately prior to such subdivision shall be
proportionately increased, and, in case the outstanding shares of Common Stock
of the Corporation shall be combined into a smaller number of shares, the number
of Conversion Shares into which the Preferred Stock is converted immediately
prior to such combination shall be proportionately reduced.

          3.2  Reorganization, Reclassification, Consolidated or Merger.  If
               --------------------------------------------------------     
there should occur any capital reorganization or reclassification of the capital
stock of the Corporation, or consolidation or merger of the Corporation with
another corporation, then, as a condition of such reorganization,
reclassification, consolidation or merger, lawful and adequate provision shall
be made whereby the holders of the Preferred Stock shall thereafter have the
right to acquire and receive, upon conversion of the Preferred Stock such shares
of stock, securities or assets as would have been issuable or payable (as part
of the reorganization, reclassification consolidation or merger) with respect to
or in exchange for such number of outstanding shares of the Corporation's Common
Stock as would have been received upon the conversion of the Preferred Stock
immediately before such reorganization, reclassification, consolidation or
merger.  In any such case appropriate provisions shall be made with respect to
the rights and interests of the holders of the Preferred Stock to the end that
the provisions hereof (including without limitation provisions for adjustments
of the number of Conversion Shares acquirable and receivable upon the conversion
of the Preferred Stock) shall thereafter be applicable as nearly as possible in
relation to any shares of stock, securities or assets thereafter deliverable
upon the conversion of the Preferred Stock.

     4.   Redemption.
          ---------- 

          4.1  Redemptions.  At any time on or after  May 1, 1997,  the
               -----------                                              
Corporation, by resolution of its Board of Directors, may redeem ("Redemption")
at a price per share equal to One Hundred Twenty Dollars ($120.00) per share
(the "Redemption Price") the whole or any part of the
<PAGE>
 
Preferred Stock which holders of Preferred Stock and/or their predecessors in
interest theretofore had the right to convert in accordance with Section 2 but
which such holders and/or their predecessors in interest have not converted.

          4.2  Redemption Notice.  At least fifteen (15) days prior to the date
               -----------------                                               
of Redemption (the "Redemption Date), the Corporation shall mail, by certified
or registered mail, return receipt requested, to each record holder of any
Preferred Stock at the address shown on the Corporation's records, a written
notice ("Redemption Notice"), stating: (i) the number of shares of Preferred
Stock held of record by such holder which the Corporation proposes to redeem;
(ii) the Redemption Date; and (iii) the place at which the shares to be redeemed
may be surrendered in exchange for the Redemption Price for such shares, if
other than the Corporation's principal office. Upon the mailing of a Redemption
Notice with respect to any Redemption which the Corporation may choose to make,
the Corporation shall become obligated to redeem the Preferred Stock specified
in the Redemption Notice on the date specified as the Redemption Date.  Except
as set forth in the preceding sentence, the holders of the Preferred Stock shall
not be entitled to compel the redemption of the Preferred Stock.

          4.3  Right to Convert Upon Notice of Redemption.  Upon receiving a
               ------------------------------------------                     
Redemption Notice with respect to any shares of Preferred Stock, the holder of
such shares shall be entitled to exercise the conversion rights to such shares
provided for in Section 2 prior to the Redemption Date.

          4.4  Surrender of Certificates.  Each holder of Preferred Stock shall
               -------------------------                                        
be entitled to receive on or at any time after any Redemption Date the full
Redemption Price for each share of Preferred Stock held by such holder which the
Corporation shall be obligated to redeem on such Redemption Date upon surrender
by such holder at the Corporation's principal office of the certificate
representing such share, duly endorsed in blank or accompanied by an appropriate
for of assignment duly endorsed in blank.  After the payment of the full
Redemption Price, as applicable, by the Corporation, an rights of the holder of
such Preferred Stock shall (whether or not the certificate representing such
Preferred Stock shall have been surrendered for cancellation) cease and
terminate with respect to such Preferred Stock.
 
          4.5  Redeemed Preferred Stock to be Canceled.  The Corporation shall
               ---------------------------------------                         
cancel each share of Preferred Stock which it shall redeem or for any other
reason acquire, and no share of Preferred Stock which shall have been redeemed
or otherwise acquired by the Corporation shall thereafter be reissued, sold or
transferred by the Corporation to any person.

     5.   Liquidation.
          ----------- 

          5.1  Rights of Holders of Preferred Stock.  In the event of any
               ------------------------------------                      
voluntary or involuntary liquidation (whether complete or partial), dissolution
are winding up of the operation, the holders of the Preferred Stock shall be
entitled to be paid out of the assets of the Corporation available for
distribution to its stockholders an amount in cash equal to One Hundred Dollar
($100.00) per share.  No distribution shall be made on the Common Stock by
reason of any voluntary or involuntary liquidation (whether complete or
partial), dissolution or winding up of the Corporation unless each holder of any
Preferred Stock shall have received all amounts to which such holder shall be
entitled under this Section 5.1.
<PAGE>
 
          5.2  Payments After Initial Distribution.  Should any amounts be
               -----------------------------------                         
available for distribution after the payment to the holders of the Preferred
Stock required by Section 51., none of such additional amounts shall be paid to
the holders of the Preferred Stock.

          5.3  Allocation of Liquidation Payments Among Holders of Preferred
               -------------------------------------------------------------
Stock. If upon any dissolution, liquidation (whether complete or partial) or
-----
winding up at the Corporation, the assets of the Corporation available for
distribution to holders of Preferred Stock (the "Total Amount Available") shall
be insufficient to pay the holders of outstanding Preferred Stock the full
amounts to which they shall be entitled under Section 5.1, each holder of
Preferred Stock shall be entitled to receive an amount equal to the product
derived by multiplying the Total Amount Available by a fraction the numerator of
which shall be the number of such holder's shares of Preferred Stock and the
denominator of which shall be the total number of shares of Preferred Stock then
outstanding.

     6.   Dividends on Preferred Stock.   The holders of the Preferred Stock
          ----------------------------                                      
shall not be entitled to receive any dividends.

     7.   General Provisions.
          ------------------ 

          7.1  Amendment and Waiver.  No change in the terms of the Preferred
               --------------------                                          
Stock shall be binding or effective unless such changes hall have been approved
in writing by the holders of at least two thirds (2/3) of the shares of
Preferred Stock then outstanding.

          7.2  Replacement of Lost Certificates.  Upon receipt by the 
               --------------------------------                        
Corporation in a form reasonably satisfactory to it of (i) an indemnification by
the holder and (ii) evidence of the ownership of and the loss, theft,
destruction or mutilation of any certificate evidencing one or more shares of
Preferred Stock, the Corporation at its expense will execute and deliver in lieu
of such certificate, a new certificate of like kind, representing the number of
shares of Preferred Stock which shall have been represented by such lost,
stolen, destroyed, or mutilated certificate.

          7.3  Replacement Certificates in Case of Redemption or Conversion.  If
               ------------------------------------------------------------     
any certificates representing Preferred Stock surrendered pursuant to a
Redemption or for the purpose of exercising conversion rights represent more
shares than actually redeemed or converted, then within thirty (30) days of
surrender, the Corporation will, at its expense execute and deliver a new
certificate or certificates of like kind for those shares of Preferred Stock
represented by the surrendered certificate but not intended to be converted or
redeemed, provide, however, that the Corporation may pay cash based on the
Redemption or Conversion Price, as applicable in lieu of any fractional shares
of Preferred Stock represented by such surrendered certificates but not intended
to be converted or redeemed.
<PAGE>
 
                                  EXHIBIT "A"

                                        
     RESOLVED, that the series of Preferred Stock of the Company known as the
"Preferred Stock Series D," established by resolution of the Board of Directors
adopted April 26, 1995, is hereby increased from Five Hundred Thousand (500,000)
to One Million (1,000,000) Shares.
<PAGE>
 
Filed with the Department of State on July 24, 1996. Secretary of the
Commonwealth

Entity Number 719663

ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION


     In compliance with the requirements of 15 Pa.C.S. (S) 1915 (relating to
articles of amendment), the undersigned business corporation, desiring to amend
its Articles, hereby states that:

15.  The name of the corporation is:  Bisonics, Inc.

16.  The (a) address of this corporation's current registered office in this
     Commonwealth or (b) name of its commercial registered office provider and
     the county of venue is (the Department is hereby authorized to correct the
     following information to conform to the records of the Department):
 
     a.   260 New York Drive, Suite A, Fort Washington, PA 19034-2504 Montgomery
          Number and Street                 City       State  Zip        County

     b.   c/o
             ---------------------------------------------------------------
               Name of Commercial Registered Office Provider             County

     For a corporation represented by a commercial registered office provider,
     the county in (b) shall be deemed the county in which the corporation is
     located for venue and official publication purposes.

17.  The statute by or under which it was incorporated is:  Business Corporation
                                                            --------------------
     Law approved May 5, 1933, as amended.
     -------------------------------------

18.  The date of its incorporation is: November 13, 1980
                                       -------------------------------------

19.  (Check, and if appropriate, complete one of the following):

       X  The amendment shall be effective upon filing these Articles of
     -----                                                                
Amendment in the Department of State.

          The amendment shall be effective on:                at
     -----                                     --------------    ---------------
                                                     Date              Hour

20.  (Check one of the following):

          The amendment was adopted by the shareholders (or members) pursuant 
     -----                                                            
to 15 Pa.C.S. (S) 1914(a) and (b).

            The amendment was adopted by the board of directors pursuant to 
     -----                                                     
15 Pa.C.S. (S) 1914(c).
<PAGE>
 
21.  (Check, and if appropriate complete, one of the following):

       X       The amendment adopted by the corporation, set forth in full, is
     ------                                                                 
as follows:

     Paragraph 5(a) of the Articles of Incorporation is hereby amended and
restated in its entirety as follows:

     5(a).     The aggregate number of shares which the corporation shall have
authority to issue is: 750,000,000 shares of Common Stock (without cumulative
voting rights), par value $.0001 per share, and 10,000,000 shares of Preferred
Stock par value $1.00 per share.

               The amendment adopted by the corporation as set forth in full in 
     -----                                                          
Exhibit A attached hereto and made a part hereof.

22.  (Check if the amendment restates the Articles):

               The restated Articles of Incorporation supersede the original 
     -----                                                      
Articles and all amendments thereto.

     IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles
of Amendment to be signed by a duly authorized officer thereof this 23rd day of
July, 1996.


                                                       Bisonics, Inc.
                                           -------------------------------------
                                                   (Name of Corporation)


                                           BY: /s/ Jack Paller, CEO