CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                       INKINE PHARMACEUTICAL COMPANY, INC.

           Under Section 805 of the New York Business Corporation Law

         IT IS HEREBY CERTIFIED THAT:

          FIRST: The name of the corporation is InKine  Pharmaceutical  Company,
     Inc. (the "Corporation"). The original name under which the Corporation was
     formed was Panax Pharmaceutical Company Ltd.

          SECOND:  The Certificate of Incorporation of the Corporation was filed
     by the Department of State of New York on May 27, 1993.

          THIRD:  The effect of this Certificate of Amendment to the Certificate
     of  Incorporation  of the  Corporation is to remove any and all shareholder
     preemptive rights.

          FOURTH: To accomplish the foregoing  amendment,  Article FOURTH of the
     Certificate  of  Incorporation  of the  Corporation,  which  relates to the
     capital  stock of the  Corporation,  shall be amended by the  addition of a
     second paragraph that  immediately  follows the first and only paragraph of
     current Article FOURTH, which second paragraph shall state:

                  No holder of shares of the Corporation shall be entitled as of
                  right  to  subscribe  for,  purchase  or  receive  any  new or
                  additional  shares  of any  class,  whether  now or  hereafter
                  authorized,   or  any  notes,   bonds,   debentures  or  other
                  securities  convertible  into, or carrying options or warrants
                  to  purchase,  shares  of  any  class;  but  all  such  new or
                  additional shares of any class, or notes, bonds, debentures or
                  other  securities  convertible  into,  or carrying  options or
                  warrants  to  purchase,  shares  of any class may be issued or
                  disposed of by the Board of  Directors of the  Corporation  to
                  such  persons  and  on  such  terms  as it,  in  its  absolute
                  discretion, may deem advisable.

          FIFTH: The foregoing  amendment of the Certificate of Incorporation of
     the Corporation  was authorized by the affirmative  vote of all the members
     of the Board of Directors of the  Corporation,  followed by the affirmative
     vote of a majority of the holders of all of the  outstanding  shares of the
     Corporation  entitled to vote on the said  amendment of the  Certificate of
     Incorporation.

          IN WITNESS  WHEREOF,  the undersigned  subscribed this document on the
     date set forth below and do hereby affirm,  under the penalties of perjury,
     that the statements  contained herein have been examined by the undersigned
     and are true and correct.

Dated:   June 17, 2004                 InKine Pharmaceutical Company, Inc.


                                       LEONARD S. JACOB, M.D., PH.D.
                                       ----------------------------
                                       By:      Leonard S. Jacob, M.D., Ph. D.
                                       Title:   Chairman of the Board, President
                                                and Chief Executive Officer

                                       ROBERT F. APPLE
                                       --------------------------
                                       By:      Robert F. Apple
                                       Title:   Secretary and Chief Operating
                                                and Financial Officer