Exhibit 3.1

                          CERTIFICATE OF INCORPORATION
                                       OF
                          OMNICORDER TECHNOLOGIES, INC.


         The undersigned, acting as the incorporator of a corporation under and
in accordance with the General Corporation Law of the State of Delaware (the
"DGCL"), hereby adopts the following Certificate of Incorporation for such
corporation.


                                   ARTICLE ONE

                               NAME OF CORPORATION

         The name of the corporation is OmniCorder Technologies, Inc. (the
"Corporation").


                                   ARTICLE TWO

                               PERIOD OF DURATION

         The period of duration of the Corporation is perpetual or until
dissolved or merged or consolidated in some lawful manner.


                                  ARTICLE THREE

                               PURPOSE AND POWERS

         Section 1. Purpose. The purpose for which the Corporation is organized
is to engage in any lawful acts or activities for which corporations may be
organized under the General Corporation Law of the State of Delaware (the
"DGCL").

         Section 2. Powers. Subject to any specific written limitations or
restrictions imposed by the DGCL, by other law, or by this Certificate of
Incorporation, and solely in furtherance thereof, but not in addition to the
purposes set forth in Section 1 of this Article, the Corporation shall have and
exercise all of the powers specified in the DGCL, which powers are not
inconsistent with this Certificate of Incorporation.


                                  ARTICLE FOUR

                  CAPITALIZATION, PREEMPTIVE RIGHTS AND VOTING

         Section 1. Authorized Shares. The Corporation shall have authority to
issue two classes of shares to be designated respectively, "Common Stock" and
"Preferred Stock." The total number of shares of capital stock which the
Corporation shall have authority to issue is SIXTY MILLION (60,000,000) shares,
of which FIFTY MILLION (50,000,000) shares shall be Common Stock, and TEN
MILLION (10,000,000) shares shall be Preferred Stock. Each share of

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Common Stock shall have a par value of $.00l, and each share of Preferred Stock
shall have a par value of $.0l.

         The Preferred Stock authorized by this Certificate of Incorporation may
be issued from time to time in one or more series, at the discretion of the
Board of Directors without Stockholder approval, with each such series to
consist of such number of shares and to have such voting powers (whether full or
limited, or no voting powers) and such designations, powers, preferences and
relative, participating, optional, redemption, conversion, exchange or other
special rights, and such qualifications, limitations or restrictions thereof, as
shall be stated in the resolution or resolutions providing for the issuance of
such series adopted by the Board of Directors prior to the issuance thereof. The
Board of Directors is hereby expressly vested with the authority, to the fullest
extent now or hereafter provided by law, to adopt any such resolution or
resolutions. Each share of any series of Preferred Stock shall be identical with
all other shares of such series, except as to the date from which dividends, if
any, shall accrue.

         Section 2. Preemptive Rights. No holder of shares of capital stock of
the Corporation shall, as such holder, have any right to purchase or subscribe
for any capital stock of any class which the Corporation may issue or sell,
whether or not exchangeable for any capital stock of the Corporation of any
class or classes, whether issued out of unissued shares authorized by this
Certificate of Incorporation as originally filed or by any amendment thereof, or
out of shares of capital stock of the Corporation acquired by it after the issue
thereof; nor shall any holder of shares of capital stock of the Corporation, as
such holder, have any right to purchase, acquire or subscribe for any securities
which the Corporation may issue or sell whether or not convertible into or
exchangeable for shares of capital stock of the Corporation of any class or
classes, and whether or not any such securities have attached or appurtenant
thereto warrants, options or other instruments which entitle the holders thereof
to purchase, acquire or subscribe for shares of capital stock of any class or
classes.

         Section 3. Voting. In the exercise of voting privileges, each holder of
shares of the Common Stock of the Corporation shall be entitled to one (1) vote
for each share held in his name on the books of the Corporation, and each holder
of any series of Preferred Stock of the Corporation shall have such voting
rights, if any, as shall be specified for such series. In all elections of
Directors of the Corporation, cumulative voting is expressly prohibited. As
such, each holder of shares of capital stock of the Corporation entitled to vote
at the election of Directors shall have the right to vote, in person or by
proxy, all or any portion of such shares for or against each individual Director
to be elected and shall not be entitled to vote for or against any one Director
more than the aggregate number of shares held by such holder which are entitled
to vote on the election of such Directors. With respect to any action to be
taken by the Stockholders of the Corporation as to any matter other than the
election of Directors, the affirmative vote of the holders of a majority of the
outstanding shares of the capital stock of the Corporation entitled to vote
thereon and represented in person or by proxy at a meeting of the Stockholders
at which a quorum is present shall be sufficient to authorize, affirm, ratify or
consent to such action. Any action required by the DGCL to be taken at any
annual or special meeting of the Stockholders may be taken without a meeting,
without prior notice, and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holder or holders of a
majority of the outstanding shares of the capital stock of the Corporation
entitled to vote thereon and shall be delivered to the Corporation by delivery
to its registered

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office in Delaware, its principal place of business or an officer or agent of
the Corporation having custody of the Corporation's minute book.


                                  ARTICLE FIVE

                           REGISTERED OFFICE AND AGENT

         Section 1. Registered Office. The street address of the registered
office of the Corporation is 1209 Orange Street, Wilmington, New Castle County,
Delaware 19801.

         Section 2. Registered Agent. The name of the initial registered agent
of the Corporation at such address is The Corporation Trust Company.


                                   ARTICLE SIX

                                    DIRECTORS

         Section 1. Board of Directors. The business and affairs of the
Corporation shall be managed by or be under the direction of the Board of
Directors which shall consist of not less than one Director, the exact number of
which shall be determined in accordance with the Bylaws of the Corporation. The
number of Directors of the Corporation may from time to time be changed in
accordance with the Bylaws of the Corporation and the DGCL. A Director shall
hold office until the next annual meeting of the Stockholders of the Corporation
and until his successor shall be elected and shall qualify, subject, however, to
prior death, resignation, retirement, disqualification or removal from office.
Any Director elected to fill a vacancy not resulting from an increase in the
number of Directors shall have the same remaining term as that of his
predecessor. A Director elected by the Board of Directors to fill a newly
created Directorship resulting from an increase in the number of Directors shall
hold office until the next annual meeting of the Stockholders of the Corporation
and until his successor shall be elected and shall qualify and may be filled by
a majority of the Board of Directors then in office, without the presence of the
quorum. Any other vacancy occurring on the Board of Directors may be filled by a
majority of the Directors then in office, even if less than a quorum, or by the
sole remaining Director.

         Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of Preferred Stock issued by the Corporation shall have the
right, voting separately by class or series, to elect Directors at an annual or
special meeting of Stockholders, the election, term of office, filling of
vacancies and other features of such Directorships shall be governed by the
terms of the Certificate of Designations applicable thereto, and such Directors
so elected shall not be divided into classes unless expressly provided by such
terms. Further, any such Directors elected by one or more classes or series of
Preferred Stock may be removed at any time, with or without cause (except as
otherwise provided in Section 4 of this Article below), by, and only by, the
affirmative vote of the holders of record of a majority of the outstanding
shares of such class or series given at a special meeting of such Stockholders
called for such purpose.

         Section 2. Name and Address of Initial Directors. The names and
addresses of the persons who shall serve as the initial Directors of the
Corporation until the first annual meeting

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of Stockholders after the date hereof or until their successors are duly elected
and qualified or until their earlier death, resignation or removal are as
follows:

Name                          Address                           City, State

Mark A. Fauci          12-8 Technology Drive     East Setauket, New York  11738
Jed Schutz             12-8 Technology Drive     East Setauket, New York  11738
George Benedict        12-8 Technology Drive     East Setauket, New York  11738
John T. Casey          12-8 Technology Drive     East Setauket, New York  11738
Gorden A. Lenz         12-8 Technology Drive     East Setauket, New York  11738
Hon. Joseph F. Lisa    12-8 Technology Drive     East Setauket, New York  11738
Anthony A. Lombardo    12-8 Technology Drive     East Setauket, New York  11738
Robert W. Loy          12-8 Technology Drive     East Setauket, New York  11738
Richard R. Vietor      12-8 Technology Drive     East Setauket, New York  11738
William J. Wagner      12-8 Technology Drive     East Setauket, New York  11738


         Section 3. Limitation on Liability of Directors. Pursuant to Section
102(b)(7) of the DGCL, a Director of the Corporation shall not be personally
liable to the Corporation or its Stockholders for monetary damages for breach of
fiduciary duty as a Director, except for liability (1) for any breach of the
Director's duty of loyalty to the Corporation or its Stockholders; (2) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (3) under Section 174 of the DGCL; or (4) for any
transaction from which the Director derived an improper personal benefit. If the
DGCL or other applicable provision of Delaware law hereafter is amended to
authorize further elimination or limitation of the liability of Directors, then
the liability of a Director of this Corporation, in addition to the limitation
on personal liability provided herein, shall be limited to the fullest extent
permitted by the DGCL or other applicable provision of Delaware law as amended.
Any repeal or modification of this Section 3 by the Stockholders of this
Corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a Director of the Corporation existing
at the time of such repeal or modification.

         Section 4. Election and Removal of Directors. Election of Directors
need not be by written ballot. Any Director or the entire board of directors may
be removed, with or without cause, by the holders of a majority of the shares
then entitled to vote at an election of Directors, except as otherwise provided
by law and except if the Directors of the Corporation are ever divided into two
or three classes, any Director may be removed only for cause by the holders of a
majority of the shares then entitled to vote at an election for such class of
Directors.


                                  ARTICLE SEVEN

                      SPECIAL POWERS OF BOARD OF DIRECTORS

         In furtherance and not in limitation of the powers conferred under the
DGCL, the Board of Directors is expressly authorized:

         1. To adopt, amend or repeal the Bylaws of the Corporation;

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         2. To authorize and cause to be executed mortgages and liens upon the
real and personal property of the Corporation;

         3. To set apart out of any of the funds of the Corporation available
for dividends a reserve or reserves for any proper purpose, and to abolish any
such reserve in the manner in which it was created;

         4. By a majority of the whole board, to designate one or more
committees, each committee to consist of one or more of the Directors of the
Corporation; the board may designate one or more Directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee; any such committee, to the extent provided in the
resolution or in the Bylaws of the Corporation, shall have and may exercise any
or all of the powers of the Board of Directors in the management of the business
and affairs of the Corporation, except to the extent that the DGCL requires a
particular matter to be authorized by the Board of Directors, and may authorize
the seal of the Corporation to be affixed to all papers which may require it;
provided, however, the Bylaws may provide that in the absence or
disqualification of any member of the committee or committees, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any such absent or
disqualified member; and

         5. When and as authorized by the affirmative vote of the holders of a
majority of the stock issued and outstanding having voting power given at a
Stockholders meeting duly called upon such notice as is required by statute, to
sell, lease or exchange all or substantially all of the property and assets of
the Corporation, including its goodwill and its corporate franchises, upon such
terms and conditions and for such consideration, which may consist in whole or
in part of money or property, including shares of stock in, and/or other
securities of, any other corporation or corporations, as its Board of Directors
shall deem expedient and in the best interests of the Corporation.


                                  ARTICLE EIGHT

                           ADDITIONAL POWERS IN BYLAWS

         The Corporation may in its Bylaws confer powers and authorities upon
the Board of Directors in addition to the foregoing and those expressly
conferred upon them by the DGCL.


                                  ARTICLE NINE

               TRANSACTIONS WITH INTERESTED DIRECTORS AND OFFICERS

         No contract or transaction between the Corporation and one or more of
its Directors or Officers, or between the Corporation and any other corporation,
partnership, association or other organization in which one or more of the
Directors or Officers of the Corporation are Directors, Officers or partners, or
have a financial interest, shall be void or voidable solely by reason of such
relationship, or solely because the Director or Officer is present at or
participates in the meeting of the Board of Directors of the Corporation or
committee thereof that authorizes the

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contract or transaction, or solely because his or their votes are counted for
such purposes, if any one of the following conditions are met:

         1. The material facts concerning the relationship or interest of the
Director or Officer and the material facts concerning the contract or
transaction are disclosed or are known to the Board of Directors of the
Corporation or the committee thereof that considers the contract or transaction,
and the Board of Directors of the Corporation or committee thereof in good faith
authorizes the contract or transaction by the affirmative vote of a majority of
the disinterested Directors, even though the disinterested Directors be less
than a quorum; or

         2. The material facts concerning the relationship or interest of the
Director or Officer and the material facts concerning the contract or
transaction are disclosed or are known to the Stockholders of the Corporation
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by the Stockholders of the Corporation at any annual or
special meeting of Stockholders called for that purpose; or

         3. The contract or transaction is fair to the Corporation at the time
it is authorized, approved or ratified by the Board of Directors of the
Corporation, a committee thereof, or the Stockholders of the Corporation.

         Common or interested Directors may be counted in determining the
presence of a quorum at a meeting or the Board of Directors of the Corporation
or of a committee thereof that authorizes such contract or transaction.


                                   ARTICLE TEN

                                 INDEMNIFICATION

         Section 1. Indemnification of Directors and Officers. Each person who
was or is made a party or is threatened to be made a party to or is involved in
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, arbitrative or investigative, any appeal in such
action, suit or proceeding, and any inquiry or investigation that could lead to
such an action, suit, or proceeding (the "Proceeding"), by reason of the fact
that he is or was an Officer or a Director of the Corporation, or who, while a
Director or Officer of the Corporation, is or was serving at the request of the
Corporation as a Director, Officer, partner, venturer, proprietor, trustee,
employee, agent, or similar functionary of another corporation, partnership,
joint venture, sole proprietorship, trust, employee benefit plan or other
enterprise, shall be indemnified and held harmless by the Corporation to the
fullest extent permitted by the DGCL against all judgments, penalties (including
excise and similar taxes), fines, settlements, and reasonable expenses
(including attorneys' fees) actually incurred by such person in connection with
such Proceeding. Such right shall be a contract right and as such shall run to
the benefit of any Director or Officer who is elected and accepts the position
of Director or Officer of the Corporation or who elects to continue to serve as
a Director or Officer of the Corporation, while the provisions of this Article
Ten are in effect. Such right shall include the right to require advancement by
the Corporation of reasonable expenses (including attorneys' fees) 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 such Proceeding shall be made

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by the Corporation only upon delivery to the Corporation of a written
affirmation by such person of his good faith belief that he has met the standard
of conduct necessary for indemnification under the DGCL and a written
undertaking, by or on behalf of such person, to repay all amounts so advanced if
it should be ultimately determined that such person has not satisfied such
requirements. Any repeal or modification of this Section 1 by the Stockholders
of the Corporation shall be prospective only and shall not limit the rights of a
Director or Officer of the Corporation or the obligations of the Corporation
with respect to any claim for indemnification in accordance with the provisions
of this Article Ten arising from or related to the acts or inactions of such
Director or Officer prior to any such repeal or modification.

         Section 2. Nature of Indemnification. The indemnification and
advancement of expenses provided for herein shall not be deemed exclusive of any
other rights permitted by law to which a person seeking indemnification may be
entitled under any Bylaw, agreement, vote of Stockholders or otherwise, and
shall continue as to a person who has ceased to be a Director or Officer of the
Corporation and shall inure to the benefit of the heirs, executors and
administrators of such a person.

         Section 3. Insurance. The Corporation shall have power to purchase and
maintain insurance or another arrangement on behalf of any person who is or was
a Director, Officer, employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a Director, Officer, partner, venturer,
proprietor, trustee, employee, agent, or similar functionary of another
corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan or other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Article or the DGCL.


                                 ARTICLE ELEVEN

                           ARRANGEMENT WITH CREDITORS

         Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its Stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or Stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code, or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section 279 of Title 8 of the
Delaware Code, order a meeting of the creditors or class of creditors, and/or of
the Stockholders or class of Stockholders of this Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the Stockholders or class of Stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
Stockholders or class of Stockholders, of this Corporation, as the case may be,
and also on this Corporation.

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<PAGE>


                                 ARTICLE TWELVE

                               AMENDMENT OF BYLAWS

         The Board of Directors of the Corporation shall have the power to
adopt, alter, amend or repeal the Bylaws of the Corporation. Notwithstanding the
preceding, the Stockholders of the Corporation shall also have the power to
adopt, alter, amend or repeal the Bylaws of the Corporation.


                                ARTICLE THIRTEEN

                                   AMENDMENTS

         The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation or in its Bylaws in
the manner now or hereafter prescribed by the DGCL or this Certificate of
Incorporation, and all rights conferred on Stockholders herein are granted
subject to this reservation.


                                ARTICLE FOURTEEN

                                    CAPTIONS

         The captions used in this Certificate of Incorporation are for
convenience only and shall not be construed in interpreting the provisions
hereof.


                                 ARTICLE FIFTEEN

                                  INCORPORATOR
         The name and address of the incorporator are as follows:

Name              Address                         City, State

Mark A. Fauci     OmniCorder Technologies, Inc.   East Setauket, New York  11733
                  12-8 Technology Drive

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         IN WITNESS WHEREOF, I, the undersigned, for the purpose of forming the
Corporation under the laws of the State of Delaware, do make and file this
Certificate of Incorporation and do certify that this is my act and deed and
that the facts stated therein are true under penalties of perjury, and,
accordingly, I do hereunto set my hand to this Certificate of Incorporation on
this 19th day of February 2004.


                                   INCORPORATOR:


                                   /s/ Mark A. Fauci
                                   --------------------------------------------
                                   Mark A. Fauci

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