Amended and Restated

Articles of Incorporation

                            ARTICLES OF INCORPORATION

                                       OF

                            OSTEX INTERNATIONAL, INC.

         Pursuant   to  the   Washington   Business   Corporation   Act,   Ostex
International,  Inc., a Washington  corporation,  hereby amends and restates its
Articles of Incorporation as follows:

                                 ARTICLE 1. NAME

         The name of this corporation is "Ostex International, Inc."

                                ARTICLE 2. SHARES

         2.1 AUTHORIZED SHARES. The total number of shares which the corporation
is  authorized  to issue  is sixty  million  (60,000,000),  consisting  of fifty
million  (50,000,000)  shares of common stock having a par value of $.01 and ten
million (10,000,000) shares of preferred stock having a par value of $.01.

         2.2 ISSUANCE OF PREFERRED  STOCK IN SERIES.  The preferred stock may be
issued  from time to time in one or more series in any manner  permitted  by law
and the provisions of these Articles of  Incorporation  of the  corporation,  as
determined  from  time to time by the  board  of  directors  and  stated  in the
resolution  or  resolutions  providing  for the issuance  thereof,  prior to the
issuance of any shares thereof.  The board of directors shall have the authority
to fix and determine and to amend,  subject to the provisions hereof, the rights
and  preferences  of the shares of any series  that is wholly  unissued or to be
established.   Unless   otherwise   specifically   provided  in  the  resolution
establishing  any  series,  the  board  of  directors  shall  further  have  the
authority,  after  the  issuance  of  shares  of a series  whose  number  it has
designated,  to amend the  resolution  establishing  such series to decrease the
number  of  shares of that  series,  but not below the  number of shares of such
series then outstanding.

         2.3  DIVIDENDS.  The holders of shares of the preferred  stock shall be
entitled  to  receive  dividends,  out of the funds of the  corporation  legally
available therefor,  at the rate and at the time or times, whether cumulative or
noncumulative,  as may be provided by the board of  directors in  designating  a
particular  series of preferred  stock. If such dividends on the preferred stock
shall be cumulative,  then if dividends shall not have been paid, the deficiency
shall be fully paid or the dividends  declared and set apart for payment at such
rate, but without interest on cumulative dividends,  before any dividends on the
common stock shall be paid or declared and set apart for payment. The holders of
the preferred stock shall not be entitled to receive any dividends thereon other
than the dividends referred to in this section.

         2.4 REDEMPTION. The preferred stock may be redeemable at such price, in
such  amount,  and at such  time or times  as may be  provided  by the  board of
directors in designating a particular  series of preferred  stock. In any event,
such preferred stock may be repurchased by the corporation to the extent legally
permissible.

         2.5  LIQUIDATION.  In the  event of any  liquidation,  dissolution,  or
winding up of the affairs of the corporation,  whether voluntary or involuntary,
then, before any distributions shall be made to the holders of the common stock,
the holders of the preferred stock at the time outstanding  shall be entitled to
be paid the  preferential  amount or amounts per share as may be provided by the
board of directors in  designating  a particular  series of preferred  stock and
dividends  accrued  thereon  to the date of such  payment.  The  holders  of the
preferred stock shall not be entitled to receive any  distributive  amounts upon
the  liquidation,  dissolution  or winding up of the affairs of the  corporation
other  than  the  distributive  amounts  referred  to in  this  section,  unless
otherwise  provided by the board of directors in designating a particular series
of preferred stock.

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         2.6 CONVERSION.  Shares of preferred stock may be convertible to common
stock of the  corporation  upon  such  terms  and  conditions,  at such rate and
subject to such  adjustments  as may be  provided by the board of  directors  in
designating a particular series of preferred stock.

         2.7   VOTING RIGHTS.  Holders of preferred stock shall have such voting
 rights as may be provided by the
board of directors in designating a particular series of preferred stock.

         2.8 SERIES A JUNIOR  PARTICIPATING  PREFERRED  STOCK.  The  Corporation
hereby  designates  500,000  shares of its  Preferred  Stock as "Series A Junior
Participating Preferred Stock." The rights, preferences, and limitations of such
shares are as set forth herein.

                  2.8.1 DESIGNATION OF SERIES A JUNIOR  PARTICIPATING  PREFERRED
STOCK AND AMOUNT.  The shares of such series  shall be  designated  as "Series A
Junior  Participating  Preferred Stock" (the "Series A Preferred Stock") and the
number of shares  constituting  the Series A  Preferred  Stock shall be 500,000.
Such number of shares may be increased or decreased by  resolution  of the Board
of Directors;  PROVIDED,  HOWEVER,  that no decrease  shall reduce the number of
shares of Series A  Preferred  Stock to a number  less than the number of shares
then  outstanding  plus the  number of shares  reserved  for  issuance  upon the
exercise of Rights (the "Rights")  issued pursuant to the Rights Agreement dated
as of January  21, 1997  between the  Corporation  and  ChaseMellon  Shareholder
Services (the "Rights Agreement");  provided, further, that if more than a total
of  500,000  shares of  Series A  Preferred  Stock  shall be  issuable  upon the
exercise of the Rights,  the Board of Directors,  pursuant to Section 23B.06.020
of the Washington  Business  Corporation  Act,  shall direct by resolution  that
Articles of Amendment be properly  executed and filed,  in  accordance  with the
provisions thereof, providing for an increase in the authorized shares of Series
A Preferred  Stock to the largest number of whole shares  issuable upon exercise
of the Rights.

                  2.8.2   DIVIDENDS AND DISTRIBUTIONS.

                  (A)  Subject to the rights of the holders of any shares of any
series of Preferred  Stock (or any similar  stock) ranking prior and superior to
the Series A Preferred Stock with respect to dividends, the holders of shares of
Series A Preferred  Stock,  in preference  to the holders of Common  Stock,  par
value $.01 per share (the "Common Stock"), of the Corporation,  and of any other
junior  stock,  shall be entitled to  receive,  when,  as and if declared by the
Board of Directors  out of funds legally  available  for the purpose,  quarterly
dividends  payable  in cash on the  first  day of  March,  June,  September  and
December in each year (each such date being  referred to herein as a  "Quarterly
Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date
after the first issuance of a share or fraction of a share of Series A Preferred
Stock, in an amount per share (rounded to the nearest cent) equal to the greater
of (i) $1 and (ii)  subject to the  provision  for  adjustment  hereinafter  set
forth,  100 times the aggregate per share amount of all cash dividends,  and 100
times the aggregate per share amount (payable in kind) of all noncash  dividends
or other distributions,  other than a dividend payable in shares of Common Stock
or a subdivision of the outstanding shares of Common Stock (by  reclassification
or  otherwise),  declared on the Common  Stock since the  immediately  preceding
Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend
Payment  Date,  since the first  issuance of any share or fraction of a share of

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Series A Preferred Stock. In the event the Corporation shall at any time declare
or pay any dividend on the Common Stock  payable in shares of Common  Stock,  or
effect a subdivision or combination or consolidation  of the outstanding  shares
of Common Stock (by  reclassification or otherwise than by payment of a dividend
in shares of Common  Stock) into a greater or lesser  number of shares of Common
Stock,  then in each such case the amount to which holders of shares of Series A
Preferred Stock were entitled  immediately prior to such event under clause (ii)
of the  preceding  sentence  shall be adjusted by  multiplying  such amount by a
fraction  the  numerator  of which is the  number  of  shares  of  Common  Stock
outstanding  immediately  after such event and the  denominator  of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

                  (B) The  Corporation  shall declare a dividend or distribution
on the Series A Preferred  Stock as provided in  paragraph  (A) of this  Section
2.8.2  immediately  after it declares a dividend or  distribution  on the Common
Stock  (other  than a  dividend  payable in shares of Common  Stock);  PROVIDED,
HOWEVER, that, in the event no dividend or distribution shall have been declared
on the Common Stock during the period  between any  Quarterly  Dividend  Payment
Date and the next subsequent  Quarterly  Dividend Payment Date, a dividend of $1
per share on the Series A Preferred Stock shall  nevertheless be payable on such
subsequent Quarterly Dividend Payment Date.

                  (C)  Dividends  shall  begin to accrue  and be  cumulative  on
outstanding  shares of Series A  Preferred  Stock  from the  Quarterly  Dividend
Payment Date next preceding the date of issue of such shares, unless the date of
issue of such  shares  is  prior to the  record  date  for the  first  Quarterly
Dividend  Payment  Date,  in which case  dividends on such shares shall begin to
accrue from the date of issue of such  shares,  or unless the date of issue is a
Quarterly  Dividend  Payment  Date or is a date  after the  record  date for the
determination  of  holders of shares of Series A  Preferred  Stock  entitled  to
receive a quarterly dividend and before such Quarterly Dividend Payment Date, in
either of which events such  dividends  shall begin to accrue and be  cumulative
from such Quarterly  Dividend  Payment Date.  Accrued but unpaid dividends shall
not bear interest.  Dividends paid on the shares of Series A Preferred  Stock in
an amount less than the total  amount of such  dividends at the time accrued and
payable on such shares shall be  allocated  pro rata on a  share-by-share  basis
among all such shares at the time outstanding.  The Board of Directors may fix a
record  date for the  determination  of holders of shares of Series A  Preferred
Stock  entitled  to  receive  payment  of a dividend  or  distribution  declared
thereon,  which  record  date  shall be not more than 60 days  prior to the date
fixed for the payment thereof.

                  2.8.3   VOTING RIGHTS.  The holders of shares of Series A
Preferred Stock shall have the following voting rights:

                  (A) Subject to the provision for  adjustment  hereinafter  set
forth,  each share of Series A Preferred  Stock shall entitle the holder thereof
to 100  votes on all  matters  submitted  to a vote of the  shareholders  of the
Corporation.  In the event the Corporation  shall at any time declare or pay any
dividend  on the Common  Stock  payable in shares of Common  Stock,  or effect a
subdivision or combination or consolidation of the outstanding  shares of Common
Stock (by  reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the  number of votes per share to which  holders  of shares of
Series A Preferred Stock were entitled  immediately prior to such event shall be
adjusted by multiplying  such number by a fraction the numerator of which is the

<PAGE>

number of shares of Common Stock  outstanding  immediately  after such event and
the  denominator  of which is the  number of shares  of Common  Stock  that were
outstanding immediately prior to such event.

                  (B)  Except  as  otherwise   provided  herein,  in  any  other
Certificate of Designations  creating a series of Preferred Stock or any similar
stock or by law,  the  holders  of shares of  Series A  Preferred  Stock and the
holders of shares of Common Stock and any other capital stock of the Corporation
having  general  voting  rights shall vote  together as one class on all matters
submitted to a vote of shareholders of the Corporation.

                  (C) Except as set forth  herein,  or as otherwise  provided by
law, holders of Series A Preferred Stock shall have no special voting rights and
their consent  shall not be required  (except to the extent they are entitled to
vote with holders of Common Stock as set forth  herein) for taking any corporate
action.

                  2.8.4   CERTAIN RESTRICTIONS.

                  (A)  Whenever  quarterly   dividends  or  other  dividends  or
distributions  payable on the Series A  Preferred  Stock as  provided in Section
2.8.2 are in arrears,  thereafter and until all accrued and unpaid dividends and
distributions,  whether or not declared,  on shares of Series A Preferred  Stock
outstanding shall have been paid in full, the Corporation shall not:

                  (i) declare or pay dividends, or make any other distributions,
         on any shares of stock ranking  junior  (either as to dividends or upon
         liquidation,  dissolution  or  winding  up) to the  Series A  Preferred
         Stock;

                  (ii)   declare   or  pay   dividends,   or  make   any   other
         distributions, on any shares of stock ranking on a parity (either as to
         dividends  or upon  liquidation,  dissolution  or winding  up) with the
         Series A Preferred Stock except  dividends paid ratably on the Series A
         Preferred  Stock  and all such  parity  stock on  which  dividends  are
         payable or in arrears in  proportion  to the total amounts to which the
         holders of all such shares are then entitled;

                  (iii)   redeem  or   purchase   or   otherwise   acquire   for
         consideration  shares  of  any  stock  ranking  junior  (either  as  to
         dividends or upon liquidation, dissolution or winding up) to the Series
         A Preferred Stock provided that the Corporation may at any time redeem,
         purchase  or  otherwise  acquire  shares  of any such  junior  stock in
         exchange  for  shares of any stock of the  Corporation  ranking  junior
         (either as to dividends or upon dissolution, liquidation or winding up)
         to the Series A Preferred Stock; or

                  (iv) redeem or purchase or otherwise acquire for consideration
         any shares of Series A Preferred  Stock or any shares of stock  ranking
         on a parity with the Series A  Preferred  Stock,  except in  accordance
         with a purchase offer made in writing or by publication  (as determined
         by the Board of  Directors)  to all  holders of such  shares  upon such
         terms as the Board of Directors,  after consideration of the respective
         annual  dividend rates and other relative rights and preferences of the
         respective  series  and  classes,  shall  determine  in good faith will
         result in fair and equitable  treatment among the respective  series or
         classes.
<PAGE>


                  (B) The  Corporation  shall not permit any  subsidiary  of the
Corporation  to purchase or otherwise  acquire for  consideration  any shares of
stock of the Corporation  unless the Corporation  could,  under paragraph (A) of
this Section 2.8.4,  purchase or otherwise  acquire such shares at such time and
in such manner.

                  2.8.5  REACQUIRED  SHARES.  Any  shares of Series A  Preferred
Stock  purchased  or  otherwise  acquired  by  the  Corporation  in  any  manner
whatsoever shall be retired and canceled promptly after the acquisition thereof.
All such shares shall upon their  cancellation  become  authorized  but unissued
shares  of  Preferred  Stock  and may be  reissued  as part of a new  series  of
Preferred Stock subject to the conditions and restrictions on issuance set forth
herein, in the Certificate of Incorporation of the Corporation (the "Certificate
of  Incorporation"),  or in any other  Certificate  of  Designations  creating a
series of Preferred Stock or any similar stock or as otherwise required by law.

                  2.8.6  LIQUIDATION,   DISSOLUTION  OR  WINDING  UP.  Upon  any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (a) to the  holders  of shares of stock  ranking  junior  (either  as to
dividends  or upon  liquidation,  dissolution  or  winding  up) to the  Series A
Preferred  Stock  unless,  prior  thereto,  the  holders  of  shares of Series A
Preferred  Stock shall have  received  $100 per share,  plus an amount  equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such  payment,  provided  that the  holders of shares of Series A
Preferred  Stock  shall be entitled  to receive an  aggregate  amount per share,
subject to the  provision for  adjustment  hereinafter  set forth,  equal to 100
times the aggregate  amount to be distributed  per share to holders of shares of
Common  Stock,  or (b) to the  holders  of shares of stock  ranking  on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the
Series A Preferred  Stock,  except  distributions  made  ratably on the Series A
Preferred  Stock and all such parity stock in proportion to the total amounts to
which the  holders  of all such  shares  are  entitled  upon  such  liquidation,
dissolution  or  winding  up.  In the event  the  Corporation  shall at any time
declare  or pay any  dividend  on the Common  Stock  payable in shares of Common
Stock,  or  effect  a  subdivision  or  combination  or   consolidation  of  the
outstanding  shares of Common Stock (by  reclassification  or otherwise  than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock,  then in each such case the aggregate amount to which
holders of shares of Series A Preferred Stock were entitled immediately prior to
such event under the proviso in clause (a) of the  preceding  sentence  shall be
adjusted by multiplying  such amount by a fraction the numerator of which is the
number of shares of Common Stock  outstanding  immediately  after such event and
the  denominator  of which is the  number of shares  of Common  Stock  that were
outstanding immediately prior to such event.

                  2.8.7  CONSOLIDATION,  MERGER,  ETC.  In case the  Corporation
shall enter into any consolidation,  merger, combination or other transaction in
which the shares of Common Stock are  exchanged  for or changed into other stock
or securities,  cash and/or any other property, then in any such case each share
of Series A Preferred  Stock shall at the same time be  similarly  exchanged  or
changed  into an amount  per  share,  subject to the  provision  for  adjustment
hereinafter  set  forth,  equal to 100  times  the  aggregate  amount  of stock,
securities,  cash and/or any other property  (payable in kind),  as the case may
be, into which or for which each share of Common Stock is changed or  exchanged.
In the event the  Corporation  shall at any time  declare or pay any dividend on
the Common Stock payable in shares of Common Stock,  or effect a subdivision  or
combination  or  consolidation  of the  outstanding  shares of Common  Stock (by

<PAGE>

reclassification  or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common  Stock,  then in each
such case the amount set forth in the  preceding  sentence  with  respect to the
exchange  or change of shares of Series A  Preferred  Stock shall be adjusted by
multiplying  such amount by a fraction  the  numerator of which is the number of
shares  of  Common  Stock  outstanding  immediately  after  such  event  and the
denominator  of  which is the  number  of  shares  of  Common  Stock  that  were
outstanding immediately prior to such event.

                  2.8.8   NO REDEMPTION.  The shares of Series A Preferred Stock
 shall not be redeemable.

                  2.8.9  RANK.  The Series A Preferred  Stock  shall rank,  with
respect to the payment of dividends and the  distribution  of assets,  junior to
all series of any other class of the Preferred Stock.

                  2.8.10 AMENDMENT.  The Corporation's Articles of Incorporation
shall not be  amended in any manner  that would  materially  alter or change the
powers,  preferences or special rights of the Series A Preferred  Stock so as to
affect them adversely  without the  affirmative  vote of the holders of at least
two-thirds  of the  outstanding  shares  of  Series A  Preferred  Stock,  voting
together as a single class.

                         ARTICLE 3. NO PREEMPTIVE RIGHTS

         Except as may  otherwise  be  provided  by the board of  directors,  no
preemptive  rights  shall  exist with  respect to shares of stock or  securities
convertible into shares of stock of this corporation.

                         ARTICLE 4. NO CUMULATIVE VOTING

         At each election for directors,  every shareholder  entitled to vote at
such  election  has the right to vote in person or by proxy the number of shares
held by such  shareholder  for as many  persons  as there  are  directors  to be
elected. No cumulative voting for directors shall be permitted.

                                ARTICLE 5. BYLAWS

         The board of directors  shall have the power to adopt,  amend or repeal
the Bylaws or adopt new Bylaws.  Nothing herein shall deny the concurrent  power
of the shareholders to adopt, alter, amend or repeal the Bylaws.

                     ARTICLE 6. REGISTERED AGENT AND OFFICE

         The name of the current  registered  agent of this  corporation and the
address of such registered office are as follows:

                              H. Raymond Cairncross

                         2203 Airport Way S., Suite 400

                                Seattle, WA 98134
<PAGE>

                              ARTICLE 7. DIRECTORS

         The number of Directors of this corporation  shall be determined in the
manner  provided by the Bylaws and may be increased  or  decreased  from time to
time in the manner  provided  therein,  and may be removed only for cause in the
manner  provided by the Bylaws.  Prior to the 1994 annual election of Directors,
unless a director dies, resigns, or is removed,  his or her term of office shall
expire at the next annual meeting of  shareholders.  At the 1994 annual election
of Directors,  the Board of Directors  shall be divided into three classes (said
classes to be as equal in number as may be possible) with the following  classes
being elected for the terms set forth below:

                                    CLASSES                   TERM

                                    Class 1                            1 year
                                    Class 2                            2 years
                                    Class 3                            3 years

Subsequent to the 1994 annual election of Directors,  a Director's term shall be
three years,  and each Director shall serve for the term for which he or she was
elected, or until his or her successor shall have been elected and qualified, or
until his or her death, resignation or removal from office;  provided,  however,
that despite the  expiration of a Director's  term, a Director shall continue to
serve until his or her  successor is elected or until there is a decrease in the
authorized  number  of  Directors.  Directors  need not be  shareholders  of the
corporation  or residents of the State of Washington and need not meet any other
qualifications.

                  ARTICLE 8. LIMITATION OF DIRECTORS' LIABILITY

         A  director  shall  have  no  liability  to  the   corporation  or  its
shareholders for monetary damages for conduct as a director,  except for acts or
omissions  that involve  intentional  misconduct by the  director,  or a knowing
violation of law by the director,  or for conduct  violating RCW  23B.08.310 (as
may hereafter be amended or supplemented), or for any transaction from which the
director  will  personally  receive a benefit in money,  property or services to
which  the  director  is  not  legally  entitled.  If  the  Washington  Business
Corporation  Act is hereafter  amended to  authorize  corporate  action  further
eliminating or limiting the personal liability of directors,  then the liability
of a director shall be eliminated or limited to the full extent permitted by the
Washington Business  Corporation Act, as so amended.  Any repeal or modification
of this Article shall not adversely affect any right or protection of a director
of the corporation  existing at the time of such repeal or  modification  for or
with  respect to an act or omission  of such  director  occurring  prior to such
repeal or modification.

              ARTICLE 9. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         9.1  RIGHT  TO  INDEMNIFICATION.  Any  individual  who is,  was,  or is
threatened to be made a party to or is otherwise  involved in (including without
limitation as a witness) any threatened,  pending, or completed action, suit, or
other proceeding, whether civil, criminal,  administrative or investigative, and
whether  formal  or  informal,  by reason of the fact that he or she is or was a
director or officer of the corporation or that, while a director or officer,  he
or she is or was  serving  at the  request  of the  corporation  as a  director,
officer,  partner,  trustee,  employee or agent of another  corporation  or of a
partnership,  joint venture,  trust, employee benefit plan, or other enterprise,

<PAGE>

shall be indemnified  and held harmless by the  corporation,  to the full extent
permissible  by  applicable  law as then in effect,  against  all  expenses  and
liabilities  (including  without  limitation any obligation to pay any judgment,
settlement,  penalty,  fine, including an excise tax assessed with respect to an
employee  benefit  plan,  or expense  incurred  with respect to the  proceeding,
including  attorneys' fees) actually and reasonably incurred or suffered by such
individual in connection  therewith;  provided,  however,  that the  corporation
shall not  indemnify any director from or on account of: (a) any act or omission
of the  director  finally  adjudged to be  intentional  misconduct  or a knowing
violation  of law,  (b) any conduct of the  director  finally  adjudged to be in
violation of RCW  23B.08.310 (as may hereafter be amended or  supplemented),  or
(c) any  transaction  with  respect  to which it is  finally  adjudged  that the
director personally received a benefit in money, property, or services, to which
the  director  was not legally  entitled;  and further  provided  that except as
provided in the  following  paragraph  with  respect to  proceedings  seeking to
enforce rights to  indemnification,  the  corporation  shall  indemnify any such
individual  seeking  indemnification  in connection  with a proceeding  (or part
thereof)  initiated by such individual only if such proceeding (or part thereof)
was,  prior to its  initiation,  authorized  by the  board of  directors  of the
corporation. The right to indemnification conferred in this paragraph shall be a
contract right and shall include the right to be paid by the corporation for the
expenses  incurred  in  defending  any such  proceeding  in advance of its final
disposition;  provided, however, that the payment of such expenses in advance of
the final  disposition  of a proceeding  shall be made only upon delivery to the
corporation  of a  written  undertaking,  by or on  behalf  of the  director  or
officer,  in the form of a general unlimited  obligation to repay all amounts so
advanced if it shall  ultimately be determined  that such director or officer is
not entitled to be indemnified  under this paragraph or otherwise.  The right to
indemnification  as provided  herein shall  continue as to an individual who has
ceased to be a director  or officer and shall inure to the benefit of his or her
heirs, executors and administrators.

         9.2 RIGHT OF CLAIMANT TO APPLY FOR COURT ORDER.  If a claim made on the
corporation for indemnification under the preceding paragraph of this Article is
not paid in full by the corporation within sixty (60) days after a written claim
has been received by the corporation, except in the case of a claim for expenses
incurred in defending a proceeding in advance of its final disposition, in which
case the  applicable  period shall be twenty (20) days,  the claimant may at any
time  thereafter  commence an action or otherwise  petition a court to order the
corporation to pay the unpaid amount of such claim and, to the extent successful
in whole or in part,  the claimant shall be entitled to be paid also the expense
of obtaining  such a court order. A claimant shall be presumed to be entitled to
indemnification  under this Article upon  submission  of a written  claim to the
corporation or, in an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition, where the required
undertaking has been tendered to the corporation; and thereafter the corporation
shall have the burden of proof to overcome the presumption  that the claimant is
not so entitled.  Neither the failure of the corporation (including its board of
directors,  independent  legal  counsel  or its  shareholders)  to  have  made a
determination  prior to the  filing of such  petition  that  indemnification  or
reimbursement  or  advancement  of  expenses  to the  claimant  is proper in the
circumstances,  nor an actual  determination  by the corporation  (including its
board of  directors,  independent  legal counsel or its  shareholders)  that the
claimant  is  not  entitled  to  indemnification  or  to  the  reimbursement  or
advancement  of  expenses,  shall  be a  defense  to  the  action  or  create  a
presumption that the claimant is not so entitled.

<PAGE>

         9.3  NONEXCLUSIVITY  OF RIGHTS.  The right to  indemnification  and the
payment of expenses  incurred in defending a proceeding  in advance of its final
disposition  conferred in this Article shall not be exclusive of any other right
which any individual may have or hereafter acquire under any statute,  provision
of the Articles of  Incorporation,  Bylaws,  agreement,  vote of shareholders or
disinterested directors or otherwise.

         9.4  INSURANCE,  CONTRACTS AND FUNDING.  The  corporation  may maintain
insurance, at its expense, to protect itself and any director, trustee, officer,
employee or agent of the corporation or another corporation,  partnership, joint
venture,  trust or other  enterprise  against any  expense,  liability  or loss,
whether or not the corporation would have the power to indemnify such individual
against  such  expense,   liability  or  loss  under  the  Washington   Business
Corporation Act. Without further  shareholder  action, the corporation may enter
into contracts with any director or officer of the corporation in furtherance of
the  provisions  of this  Article and may create a trust fund,  grant a security
interest or use other means (including,  without limitation, a letter of credit)
to  ensure  the  payment  of  such   amounts  as  may  be  necessary  to  effect
indemnification as provided in this Article.

         9.5  INDEMNIFICATION  OF EMPLOYEES AND AGENTS OF THE CORPORATION.  From
time to time by action of its board of directors, the corporation may provide to
employees and agents of the corporation  indemnification and payment of expenses
in advance of the final  disposition of a proceeding to the same extent provided
to officers of the  corporation by the provisions of this Article or pursuant to
rights granted in or provided by the Washington Business Corporation Act.

         EXECUTED as of the 16th day of January, 1997.

                                           OSTEX INTERNATIONAL, INC.

                                           By: /S/ JEFFREY J. MILLER, PH.D.
                                               Jeffrey J. Miller, Ph.D., J.D.
                                               Secretary

<PAGE>


                            OSTEX INTERNATIONAL, INC.

                       CERTIFICATE RE AMENDED AND RESTATED

                            ARTICLES OF INCORPORATION

         Pursuant   to  the   Washington   Business   Corporation   Act,   Ostex
International,  Inc.,  a  Washington  corporation  (the  "Corporation"),  hereby
delivers to the Secretary of State of the State of Washington for filing Amended
and Restated Articles of Incorporation.

         1._______The name of the Corporation is "Ostex International, Inc."

         2._______The Articles of Incorporation have been amended and restated
 in their entirety.

         3._______The  amendments  were  adopted  on  January  16,  1997  by the
directors. No such amendment required shareholder approval.

         EXECUTED as of the 16th day of January, 1997.

                                           OSTEX INTERNATIONAL, INC.

                                           By:_/S/ JEFFREY J. MILLER, PH.D.
                                               Jeffrey J. Miller, Ph.D., J.D.
                                               Secretary