**CERTIFICATE
OF INCORPORATION**
 
 **OF**
 
 **AN-CON
MEDICAL SYSTEMS, INC.**
  I, the
undersigned, in order to form a corporation for the purposes hereinafter stated,
under and pursuant to the provisions of the General Corporation Law of the State
of Delaware, do hereby certify as follows:
  FIRST:  The name
of the corporation is:
  AN-CON
MEDICAL SYSTEMS, INC.
  SECOND:
The registered office of the corporation is to be located at c/a United
Corporate Services Inc., 410 South State Street, in the City of Dover, County of
Kent, State of' Delaware 19901. The name of its registered agent at that address
is United Corporate Services, Inc.
  THIRD:
The purpose of the corporation is to engage in any lawful act or activity for
which a corporation may be organized under the General Corporation Law of
Delaware.
  FOURTH:
The corporation. shall be authorized to issue the following shares:
  
  
  Class
    Number
      of Shares
    Par
      ValueCOMMON
    100,000,000
    $.001
 FIFTH:
The name and address of the incorporator are as follows:
  
  Name
    AddressRay
      A. Barr
    9
      East 40th StreetNew
      York, New York 10016
 
 SIXTH:
The following provisions are inserted for the **** management
of the business and for the conduct of the affairs of the corporation, and for
further definition, limitation and regulation of the
powers of the corporation and of its directors and stockholders:
 
 -1-
 
 (1)
    The
      numberofdirectorsofthe
      corporation shall be such as from time to time shall be fixed by, or in
      the manner provided in the by-laws. Election of directors need not be by
      ballot unless the by-laws so provide.
 (2)
    The
      Board of Directors shall have power without the assent or vote of the
      stockholders:
  (a)
    To
      make, alter, amend, change, add to or repeal the By-Laws of the
      corporation; to fix and vary the amount to be reserved for any proper
      purpose; to authorize and cause to be executed mortgages and liens upon
      all or any part of the property of the corporation; to determine the use
      and disposition of any surplus or net profits; and to fix the times for
      the declaration and payment or dividends.
  (b)
    To
      determine from time to time whether, and to what times and places, and
      under what conditions the accounts and books of the corporation (other
      than the stockledger) or any of them, shall be open to the inspection of
      the stockholders.
  (3)
    The
      directors in their discretion may submit any contract or act for approval
      or ratification at any annual meeting of the stockholders or at any
      meeting of the stockholders called for the purpose or considering any
      such, act or contract, and any contract or act that shall be approved or
      be ratified by**the
      vote of the holders of a majority of the stock of the corporation which is
      represented in person or by proxy at such meeting and entitled to vote
      thereat (provided that a lawful quorum of stockholders be there
      represented in person or by proxy) shall be as valid and as binding upon
      the corporation and upon all the stockholders as though it had been
      approved or ratified by everystockholder**of
      the corporation, whether or not the contract or act would otherwise be
      open to legal attack because of directors' interest, or for any other
      reason.
  (4)
    In
      addition to the powers and authorities hereinbefore or by statute
      expressly conferred upon them, the directors are hereby empowered to
      exercise all such powers and do a1l such acts and things as may be
      exercised or done by the corporation; subject, nevertheless,
      to****the
      provisions of the statutes of Delaware, of this certificate, and to any
      by-laws from time to time made by the stockholders; provided, however,
      that no by-laws so made shall invalidate any prior act of the directors
      whichwouldhave
      been valid if such by-law had not been
made.
   SEVENTH:
The corporation shall, to the full extent permitted by Section 145 of the
Delaware General Corporation Law, as amended, from time to time, indemnify all
persons whom it may indemnify pursuant thereto.
  EIGHTH:  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
  
 -2-
 
 application
of trustees in dissolution or of any receiver or receivers appointed for this
corporation under the provisions of Section 279 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 (3/4) 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 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.
  NINTH:  The
corporation reserves the right to amend, alter, change or repeal any provision
contained in this certificate of incorporation in the manner now or hereafter
prescribed by law, and all rights and powers conferred herein on stockholders,
directors and officers are subject to this reserved power.
  
 -3-
 
 **CERTIFICATE
OF AMENDMENT**
 **OF**
 **AN-CON
MEDICAL SYSTEMS, INC.**
 The
undersigned corporation, in order to amend its Certificate of Incorporation,
hereby certifies as follows:
  FIRST:  The name
of the corporation is
  AN-CON
MEDICAL SYSTEMS, INC.
  SECOND:  The
amendment to the Certificate of Incorporation to be effected hereby is as
follows:
  Paragraph
"FOURTH" of the Certificate of Incorporation, relating to the authorized shares
of the corporation, is hereby amended to read as follows.
  The
corporation shall be authorized to issue the following shares:
  
  Class
    Number
      of Shares
    Par
      ValueCommon
    15,000,000
    $.001
 
  THIRD:  The
amendment effected herein was authorized by the affirmative vote of the holders
of a majority of the outstanding shares entitled to vote thereon at a meeting of
shareholders pursuant to Sections 222 and 242 of the General Corporation Law of
the State of Delaware.
  IN
WITNESS WHEREOF, we hereunto sign our names and affirm that the statements made
herein are true under the penalties of perjury, this 3rd day of January,
1983.
  **AN-CON
      MEDICAL SYSTEMS, INC.**By:/s/Abraham
      ConcoolAbraham
      Concool, President
 
 ATTEST:/s/Andrew
      MakridesAndrew
      MakridesSecretary
 
 
 STATE OF
NEW YORK)
 
 COUNTY OF
SUFFOLK)
 
 Be it
remembered that on this 3rd day of January, 1983, personally name before me, a
Notary Public in and for the County and State aforesaid, Abraham Concool,
Chairman of the Board and President, who stated that he is the President of
An-Con Medical Systems, Inc., and who is known personally to me to be such,
thereof, and that the facts stated therein are true.
 Given
under my hand and seal of office the day and year aforesaid.
 
 
 
 
 -4-
 
 
 **CERTIFICATE
OF AMENDMENT**
 **OF**
 **AN-CON
MEDICAL SYSTEMS, INC.**
 
 The
undersigned corporation, in order to amend its Certificate of Incorporation,
hereby certifies as follows:
 
 FIRST:  The name
of the corporation is
  **AN-CON
MEDICAL SYSTEMS, INC.**
  SECOND:  The
amendment to the Certificate of Incorporation to be effected hereby is as
follows:
  Paragraph
"FIRST" of the Certificate of Incorporation relating to the name of the
corporation is hereby amended to read as follows:
  The name
of the corporation is:
  **AN-CON
CENETICS, INC.**
  THIRD:  The
amendment effected herein was authorized by the affirmative vote of the holders
of a majority of the outstanding shares entitled to  vote
thereon at a meeting of shareholders pursuant to Sections 222 and 242 of the
General Corporation Law of the State of Delaware.
  IN
WITNESS WHEREOF, we hereunto sign our names and affirm that the statements made
herein are true under the penalties of perjury, this 3rd day of January,
1983.
  **AN-CON
      MEDICAL SYSTEMS, INC.**By:/s/Abraham
      ConcoolAbraham
      Concool, President
 
 
 ATTEST:/s/Andrew
      MakridesAndrew
      MakridesSecretary
 
 -5-
 
 
 
 STATE OF
NEW YORK)
 
 COUNTY OF
SUFFOLK)
 
 Be it
remembered that on this 3rd day of January, 1983, personally came before me, a
Notary Public in and for the County and State aforesaid, Abraham Concool,
Chairman of the Board and President, who stated that he is the President of
An-Con Medical Systems, Inc., and who is known personally to me to be such,
thereof, and that the facts stated therein are true.
  Given
under my hand and seal of office the day and year
aforesaid.
  
 
 
 
 -6-
 
 ****CERTIFICATE
OF AMENDMENT**
**OF**

**AN-CON
GENETICS, INC.****
 ****
 
 The
undersigned Corporation, in order to amend its Certificate of Incorpration,
hereby certifies as follows:
 
 FIRST :  The name
of the Corporation is AN-CON GENETICS, INC.
 
 
 SECOND :  The
amendment to the Certificate of Incorporation to be effected hereby is as
follows:
 
 A new
paragraph "TENTH" is added to the Certificate of Incorporation for the
elimination of personal liability of directors to the Corporation and its
stockholders for monetary damages to the extent permitted by the General
Corporation Law of the State of Delaware. The new paragraph shall read as
follows:
 " TENTH” : No
director of the Corporation shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty by such director
as a director; provided, however, that this article TENTH shall not eliminate or
limit the liability of a director to the extent provided by applicable law (i)
for any breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the General Corporation Law of the State of Delaware, (iv} for any transaction
from which a director derived an improper personal benefit, No amendment to or
repeal of this article TENTH ** shall
apply to or have any
effect on the liability or alleged liability of any director of the Corporation
for or with respect to any acts or omissions of such director occurring prior to
such amendment or repeal."
 THIRD :  The
amendment effected herein was authorized by the affirmative vote of the holders
of a majority of the outstanding shares entitled to vote thereon at a meeting of
shareholders pur suant to
Sections 222 and 242 of the General Corporation Law of the
State of Delaware.
 
 
 -7-
 
 IN
WITNESS ** WHEREOF,
we hereunto sign our names and affirm that the statements made herein are true
under the penalties o perjury, this 22 day of December, 1987.
 
 AN-CON
      GENETICS, INC.By:/s/Andrew
      MakridesAndrew
      Makrides, Pres.
 
 ATTEST:
 
 
 -8-
 
 
 STATE OF
NEW YORK )
 COUNTY OF
SUFFOLK )
 Be it
remembered that on this 22 day of December, 1987 personally came before, a
notary public in and for the county and state aforesaid, ANDREW MAKRIDES,
President, who stated that he is the President of An-Can Genetics, Inc., and who
is known personally to me to be such, thereof, and that the facts stated therein
are true.
 Given
under my hand and seal of office the day and year aforesaid.
   
 
 
  
  
 -9-
 
 CERTIFICATE
FOR
 . RENEWAL
AND REVIVAL OF CHARTER
 OF
 AN-CON
GENETICS, INC.
  An-Con
Genetics, Inc., a corporation organized under the laws of Delaware, the
certificate of incorporation of which was filed in the office of the Secretary
of State on the 3rd day of December, 1982, and recorded in the office of the
Recorder of Deeds for Suffolk county, the charter of which was voided for
non-payment of taxes, now desires to procure a restoration, renewal and revival
of its charter, and hereby certified as follows:
  1.
    The
      name of the corporation is An-Con Genetics,
Inc.
  2.
    Its
      registered office in the State of Delaware is located at United Corporate
      Services, Inc., 15 East North Street, in the City of Dover, County of
      Kent, State of Delaware 19907. The name of its registered agent at that
      address is United Corporate Services, Inc.
  3.
    The
      date when the restoration, renewal and revival of the charter of this
      company is to commence is the 28th day of February, 1990, same being prior
      to the date of the expiration of the charter.
      This
      renewal and revival of the charter of this corporation is to be
      perpetual.
  4.
    This
      corporation was duly organized and carried in the business authorized by
      its charter until the 1st day of March, 1990, at which time its charter
      became inoperative and void for non-payment of taxes and this certificate
      for renewal and revival is filed by authority of the duly elected
      directors of the corporation in accordance with the laws of the State of
      Delaware.
  IN
TESTIMONY WHEREOF, and in compliance with the provisions of Section 312 of the
General Corporation Law of the State of Delaware, as amended, providing for the
renewal, extension and restoration of charters, Andrew Makrides, President, and
Robert N. Speiser, Secretary, of An-Con Genetics, Inc. have hereunto set their
hands to this certificate this 15th day of October, 1992.
 
 
 By:/s/Andrew
      MakridesAndrew
      Makrides, President
   ATTEST:By:/s/Robert
      N. Speiser, SecretaryRobert
      N. Speiser, Secretary
  
 -10-
 
 
 IN
WITNESS WHEREOF, I hereunto sign my name and affirm that the statements made
herein are true under the penalties of perjury, this 3 r d  day of December,
1982.
 /s/Ray
      A. BarrRay
      A. Barr, Incorporator
 
 
 -11-
 
 
  Certificate
      of Amendment
 to
 Certificate
of Incorporation
 of
 An-Con
Genetics, Inc.
  
  An-Con
Genetics, Inc, a corporation organized and existing under the General
Corporation Law of the State of Delaware, at a special meeting of the Board of
Directors of the corporation, held on January 26, 1998 and at a special meeting of the stockholders
of the corporation, held on September 8, 1998, an amendment to the Certificate
of Incorporation was duly authorized, and written notice has been given,
pursuant to Section 242 and 228 of the General Corporation Law of the State of
Delaware, and
  IT IS
HEREBY CERTIFIED THAT:
  FIRST:  The
Certificate of Incorporation is hereby amended by striking out Paragraph Fourth
thereof, and by substituting in lieu of said Paragraph the following new
Paragraph
  FOURTH:  The total
number of shares of capital stock of all classifications which the corporation
shall have the authority to issue is Fifty Million (50,000,000) shares, of which
Forty Million (40,000,000) shares shall be designated common stock, having a par
value of $.001 per share, and (ii) Ten Million {10,000,000} shares shall be
designated "Preferred Stack", having a par value of $.001 per
share.
  (a)
    All
      shares of common stock will be equal to each other and shall have all the
      rights granted to stockholders undertheGeneral
      Corporation Law of the State of Delaware, as amended, and the Certificate
      of Incorporation, including, without limitation, one vote for each share
      outstanding in the name of each holder, the power to elect directors or
      consent or dissent to any action to take place at any regular or special
      meeting of stockholder, and the right to receive dividends and
      distributions subject to the rights and preferences of any outstanding
      shares of Preferred Stock authorized hereby.
  (b)
    The
      Preferred Stock may be issued from time to time in one or more classes and
      one or more series of each class with specified serial designations,
      shares of each series of any class shall have equal rights and shall be
      identical in all respects, and (1) may have specified voting powers, full
      or limited or may be without voting power, (2) may be subject to
      redemption at suchtime
      or times****atdesignated
      prices; (3} may be entitledtoreceive
      dividends (which may be cumulative or non-cumulative) at designated rates,
      on such conditions and specified times, and payable on any other class or
      classes of stock, (4) may have such rights upon the dissolution of, or
      upon any distribution of, the assets of the corporation may be made
      convertible into, or exchangeable for shares of any other class or classes
      or of any other series of the same or anyother classes or classes of stock of the corporation, at such price or
      prices or at specifiedrates
      of exchange and with specified designated adjustments; and (6) may contain
      such other special rights and qualifications,****all
      as shall hereafter be stated and expressed in the resolution or
      resolutions providing for the issue of such Preferred Stock from time to
      time adopted by the Board of Directors pursuant to the authority so to do
      which is hereby granted and expressly vested in the Board of
      Directors.
 
 The Board
of Directors shall have authority to cause the Corporation to issue from time to
time, without any vote or other action by the shareholders, any or all shares
stock of the Corporation of any class or series at any time authorized, and any
securities convertible into or exchangeable for any such shares, and any
options, rights or warrants to purchase or acquire any such shares, in each case
to such persons and on such terms (including as a dividend or distribution on or
with respect to, or in connection with a split or combination of, the
outstanding shares of stock of the same or any other class or series) as the
Board of Directors from time to time in its discretion lawfully may determine;
provided, that the consideration for the issuance of shares of stock of the
Corporation (unless issued as such a dividend or distribution or in connection
with such a split or combination) shall not he less than the par value of such
shares. Shares so issued shall be fully-paid stock, and the holders of such
stock shall not be liable to any further calls or assessments
thereon.
 
  IN
WITNESS WIIEREOF, we have executed and subscribed this certificate and do affirm
the foregoing under the penalties of perjury this 8 th day of
September, 1998.
  An-Con
Genetics, Inc.
  /s/Andrew
      Makrides,Andrew
      Makrides, President/s/Delton
      Cunningham, SecretaryDelton
      Cunningham, Secretary
 
 
 -12-
 
 
 
 
 **CERTIFICATE
OF DESIGNATION, PREFERENCES AND RIGHTS**
 **OF
SERIES A PREFERRED STOCK OF AN-CON GENETICS, INC.**
 (pursuant
W Section 151 of the General Corporation
 of Law of
the State of Delaware)
 
 We,
Andrew Makrides, President, and Delton Cunningham, Secretary, of An-Can
Genetics, Inc., a Corporation organized and existing under the General
Corporation Law of the State of Delaware, in accordance with the provisions of
Section 103 thereof, **DO
HEREBY CERTIFY** :
 
 That
pursuant to the authority conferred upon the Board of Directors by the
Certificate of Incorporation of this Corporation, as amended, the said Board of
Directors September 8, 1998, adopted the following resolution creating a series
of Two Million (2,000,000) shares of Preferred Stock designated as Series A
Preferred Stock:
 
 **RESOLVED** , that
pursuant to the authority of the Board of Directors of this Corporation in
accordance with the provisions of the Certificate of Incorporation, as amended,
a series of Preferred Stock of the Corporation be and it is hereby created, and
that the designation and amount thereof and the voting powers, preferences and
relative participating, optional and other special rights of the shares of such
series, and the qualifications, limitations or restrictions thereof are as
follows:
 
 Section
I-Designation and Amount .
 
 1.1
    The
      shares of such series shall be designated as Series A Preferred Stock (the
      "Series A Preferred Stack" or "Series A Preferred Shares") and the number
      of shares constituting such series shall be TwoMillion
      (2,00,000). For as long as shares ofSeries
      A Preferred Stock is outstanding, the Corporation will not authorize or
      issue any class or series of Preferred Stock which shall be entitled to
      any rights or preferences senior to the shares of Series A Preferred
      Stock.
 
    
 -13-
  1.2
    The
      Corporation may issue shares of Preferred Stock having rights and
      preferences substantially equal to the shares of Series A Preferred Stock,
      but not additional shares of the same class or series as the shares of
      Series A Preferred Stock, provided:
  (a)
    A
      majority of the holders of the shares of Series A Preferred Stock consent
      in writing to such issuance; or
  (b)
    The
      Corporation, contemporaneously with the issuance of such shares of
      Preferred Stock having rights and preferences substantially equal to the
      shares of Series A Preferred Stock ("Delivery Date"), issues and delivers
      to the holders of the shares of Series A Preferred Stock, pro-rata, at no
      additional cost to such holders, shares of common stock, having a par
      value of $.001 per share ("Common Stock"), of the Corporation, having a
      Fair Market Value (as haeinafter defined), determined as of the date which
      is Ten (10) business days prior to the Delivery Date, equal to Five
      Hundred Thousand Dollars ($500,000.00).
   1.3
    Any
      issuance of shares of Common Stock pursuant to Section 1.2(b) shall be a
      one-time occurrence and subsequent issuances of shares of Preferred Stock
      by the Corporation having rights and preferences substantially equal to
      the shares of Series A Preferred Stock shall not give rise to the issuance
      or delivery of any additional shares of Common Stack to holders of the
      shares of Series A Preferred Stock.
 
 **Section
2. Dividends.**
  2.1
    The
      shares of Series A Preferred Stock shall not require the payment of any
      regular or special dividends, provided, however, the Corporation shall not
      declare or pay any dividend on shares of any other class or series of
      Preferred Stock of the Corporation unless the Corporation shall have first
      declared and paid a dividend on the shares of Series A Preferred Stockin
      an amount******per
      share of Series A Preferred Stock which is equal to or greater than the
      amount per share of the dividend to be paid on shares of such other class
      or series of Preferred Stock, and further provided that the Corporation
      shall not declare or pay any dividend on shares of any class or series of
      Common Stock unless the Corporation shall have first declared and paid a
      dividend on the shares of Series A Preferred Stock in an amount per share
      of Series A Preferred Stock which is equal or greater than the amount per
      share which the holders of the shares of Series A Preferred Stock would
      have received on a participating basis with the holders of the shares of
      Common Stock assuming the shares of Series A Preferred Stock had been
      converted into shares of Common Stock.
 
 **Section** **3** **Conversion
Rights/Privilege** **.**
 3.1
    Subject
      to the terms and conditions hereof, each share of the Series A Preferred
      Stock shall be convertible at any time, or from time to time, at the
      option of the holders of record thereof; into fully paid and nonassessable
      shares of Common Stock of the Corporation at the rate of One (1) share of
      Common Stack for each One (1) share of Series A Preferred
      Stock,****or
      at the rate which results from the making of any adjustment
      specified****in
      Section 3.2 hereof (the number of shares of Common Stock issuable any
      time, giving effect to the latest prior adjustment pursuant to Section 3.2
      hereof, if any, in exchange for one (1) shares of Series A Preferred Stock
      being hereinafter called "Conversion
      Rate”). Shares of Series A Preferred Stock shall be convertible at the
      principal office of the Corporation into fully paid nonassessable shares
      of Common Stock at the Conversion Rate upon surrender to the Corporation
      or its designee of the certificates representing the shares of Series A
      Preferred Stock to be converted, together with a written notice of
      election to convert; and, upon receipt by the Corporation or its designee
      of such notice and of such surrendered certificates with an appropriate
      endorsement thereon, as may be prescribed by the Board of Directors, any
      such holder shall be entitled to receive a certificate or certificates
      representing the shares of Common Stock into which such shares of Series A
      Preferred Stock is convertible and any such holder shall be deemed to be a
      holder of record of said shares of Common Stock as of the time of said
      receipt by the Corporation or its
designee.
 
 -14-
 
 
 3.2
    TheConversion
      Rate shall be subject to the following
adjustments:
 (a)
    If
      the Corporation shall declare and pay to the holders of shares of Common
      Stock a dividend or other distribution payable in shares of Common Stock,
      the Conversion Rate in effect immediately prior thereto shall be adjusted
      so that the holders of shares of Series A Preferred Stock thereafter
      surrendered
      for conversion shall be entitled to receive the number of shares of Common
      Stock which such holder would have owned or been entitled to receive after
      the declaration and payment of such dividend or other distribution if such
      shares of Series A Preferred Stock had been converted immediately prior to
      the record date for the determination of stockholders entitled to receive
      such dividend or other distribution.
 (b)
    If
      the Corporation shall subdivide the outstanding shares of Common Stock
      into a greater number of shares of Common Stock, or combine the
      outstanding shares of Common Stock into a lesser number of shares of
      Common Stack, or issue by reclassification of its shares of Common Stock
      any shares of capital stock of the Corporation, the Conversion Rate in
      effect immediately prior thereto shall be adjusted so that the holders of
      shares of Series A Preferred Stock thereafter surrendered for conversion
      shall be entitled to receive the number of shares of Common Stock which
      such holders would have owned or been entitled to receive after the
      happening of any of the events described above if such shares of Series A
      Preferred Stock had been convened immediately priortothe
      happening of such event on the day upon which such subdivision,
      combination or reclassification, as the case may be, becomes
      effective.
 (c)
    If
      theCorporation
      shall issue or sell any Additional Shares of CommonStock****of
      Common Stock(as
      defined in Section 3.5(a) hereof) for a consideration per share less than
      the Conversion Amount (as defined in Section 3.5(b) hereof), then the
      Conversion Rate shall be adjusted to the number determined by multiplying
      the Conversion Rate in effect immediately prior to such issuance or sale
      by a fraction, the numerator of which shall be the number of shares of
      Common Stock outstanding immediately prior to the issuance or sales of
      such Additional Shares of Common Stock plus the number of such Additional
      Shares of CommonStock
      so issued or sold, and the denominatorof
      which
      shallbethe
      number of shares of Common Stock outstanding immediatelyprior
      to theissuance
      or sale of such Additional Shares of Common Stock plus the number of
      shares of Common Stock which the aggregate consideration for such
      Additional Shares of Common Stock so issued or sold would purchase at a
      consideration per share equal totheConversion
      Amount. For the purpose of this Section 3.2(c), the date as of which the
      Conversion Amount shall be computed shall be the earlier of {x} thedate
      on whichtheCorporation
      shallenter
      into a binding contract for the issuance or sale of such Additional Shares
      of common Stock or (y) the date of the actual issuance or sale of such
      shares.
 
 -15-
 (d)
    If
      the Corporation shall issue or sell any warrants, options (other than
      options issued pursuant to stock option plans adopted by the Board of
      Directors of the Corporation referred to in Section 3.5(a) (i) hereof) or
      other rights entitling the holders thereof to subscribe for or purchase
      either any Additional Shares of Common Stock or evidences of indebtedness,
      sharesofstock
      or other securities which are convertible into or exchangeable, with or
      without payment of additional consideration in cash or property, for
      Additional Shares of Common Stack (such convertible or exchangeable
      evidences of indebtedness, shares of stock or other securities hereinafter
      being called "Convertible Securities"'), and the consideration per share
      for which Additional Shares of Common Stock may at any time thereafter be
      issuable pursuant to such warrants, options or other rights or pursuant to
      the terms of such Convertible Securities (when added to the consideration
      per share of Common Stack, if any, received for such warrants, options or
      other rights), shall be less than the Conversion Amount, then the
      Conversion Rate shall be adjusted as provided in Section 3.2(c) on the
      basis that (x) the maximum number of Additional Shares of Common Stock
      issuable pursuant to all such warrants, options or other rights or
      necessary to effect the conversion or exchange of all such Convertible
      Securities shall be deemed to have been issued and (y) the aggregate
      consideration {plus the consideration, if any, received for such warrants,
      options or other rights} for such maximum number of Additional Shares of
      Common Stock shall be deemed to be the consideration received and
      receivable by the Corporation for the issuance of such Additional Shares
      of Common Stock pursuant to such warrants, options or other rights or
      pursuant to the term of such Convertible
Securities.
  (e)
    If
      the Corporation shall issue or sell Convertible Securities and the
      consideration per share for which Additional Shares of Common Stock may at
      any time thereafter be issuable pursuant to the terms of such Convertible
      Securities shall be less than the Conversion Amount, then the Conversion
      Rate shall be adjusted as provided in Section 3.2(c) on the basis that (x)
      the maximum number of Additional Shares of Common Stock necessary to
      effect the conversion or exchange of all such Convertible Securities shall
      be deemed to have been issued and (y) the aggregate consideration for such
      maximum number of Additional Shares of Common Stock shall be deemed to be
      the consideration received and receivable by the Corporation for the
      issuance of such Additional Shares of Common Stock pursuant to the terms
      of such Convertible Securities. No adjustment of the Conversion Rate shall
      be made under this Section 3.2(e) upon the issuance of
      any  Convertible
      Securities which are issued pursuant to the exercise of any warrants,
      options or other rights, if such adjustmentshall previously have******been
      made upon the issuance of such warrants,
      options or other rights pursuant to Section
  3.2(d).
 
 -16-
 
 (f)
    For
      the purposes of Section 3.2(d) and Section3.2(e), the date as of which the Conversion Amount shall be computed shall
      be the earliest of (x) the date on which the Corporation shall take a
      record of the holders of its shares of Common Stock for the purpose of
      entitling them to receive any warrants, options or other rights referred
      to in Section 3.2(d) or to receive any Convertible Securities, (y) the
      date on which the Corporation shall enter into a binding contract for the
      issuance of such warrants, options or other rights or Convertible
      Securities or (z) the date of the actual issuance of such warrants,
      options or other rights or Convertible Securities.
 (g)
    No
      adjustment of the Conversion Rate shall be made under Section 3.2(c) upon
      the issuance of any Additional Shares of Common Stock which are issued
      pursuant to the exercise of any warrants, options or other rights or
      pursuant to the exercise of any conversion orexchange
      rights in any Convertible Securities, if such adjustment shall previously
      have been made upon the issuance of such warrants, options or other rights
      or upon the issuance of such Convertible Securities (or upon the issuance
      of anywarrants,
      options or other rights therefore) pursuant to Section 3.2(d) or Section
      3.2(e).
 (h)
    If
      any warrants, options or other rights (or any portions thereof) which
      shall have given rise to an adjustment pursuant to Section 3.2(d) or
      conversion rights pursuant to Convertible Securities which shall have
      given rise to an adjustment pursuant to Section 3.2(e) shall have expired
      or terminated without the exercise thereof and/or if by reason of the
      terms of such warrants, options or other rights or Convertible Securities
      there shall have been an increase, with the passage of time or otherwise,
      in the price payable upon the exercise or conversion thereof then the
      Conversion Rate hereunder shall be readjusted (but to no greater extent
      than originally adjusted) on the basis of (x) eliminating from the
      computation any Additional Shares of Common Stock corresponding to such
      warrants, options or other rights or conversion rights as shall have
      expired or terminated, (y) treating the Additional Shares of Common Stock,
      if any, actually issued or issuable pursuant to the previous exercise of
      such warrants, options or other rights or of conversion rights pursuant to
      any Convertible Securities as having been issued for the consideration
      actually received or receivable therefore, and (z) treating any of such
      warrants, options or other rights or of conversion rights pursuant to any
      Convertible Securities which remain outstanding as being subject to
      exercise or conversion on the basis of such exercise or conversion price
      as shall be in effect at the time; provided, however, that any
      consideration which was actually received by the Corporation in connection
      with the issuance or sale of such warrants, options or other rights shall
      form part of the readjustment computation even though suchwarrants,
      options or other rights shall have expired without the exercise thereof.
      The Conversion Rate shall be adjusted as provided in Section 3.2(c) as a
      result of any increase in the number of Additional Shares of Common Stock
      issuable, or any decrease in the consideration payable upon any issuance
      of Additional Shares of Common Stock, pursuant to any antidilution
      provisions contained in any warrants, options or other rights or in any
      Convertible Securities.
 -17-
  (i)
   (A)
    In
      case any Additional Shares of Common Stock, Convertible Securities or
      warrants, options or other rights topurchase
      any such Additional SharesofCommon
      Stock or Convertible Securities shall be issued or sold for cash, the
      consideration received therefor shall be deemed to be the amount received
      by the Corporation therefore.
 (B)
    In
      case any Additional Shares of Common Stock, Convertible Securities or
      warrants, options or other rights to purchase any such Additional Shares
      of Common Stock or Convertible Securities shall be offered by the
      Corporation for subscription, the consideration received therefor shall be
      deemedto
      be
      the subscription price.
 (C)
    In
      case any Additional Shares of Common Stock, Convertible Securities or
      warrants, options or other rights to purchase any such Additional Shares
      of Common Stock or Convertible Securities are sold to underwritersordealers
      for public offering without a subscription offering, the consideration
      received therefor shell be deemed to betheinitial
      public offering price.
 (D)
    In any such case covered by subparagraphs
      (A), (B),or
      (C) herein, in determining the amount of consideration received by the
      Corporation, if the consideration is in whole or in part consideration
      other than cash, the amount of the consideration shall be deemed to be the
      fair value of such consideration as determined in good faith by the Board
      of Directors ofthe
      Corporation. If Additional Shares of Common Stock shall be issued as part
      of a unit with warrants, options or other rights, then the amount of
      consideration for the warrants, options or other rights shall be deemed to
      be the amount determined at the time of issuance by the Board of Directors
      of the Corporation, If the Board of Directors of the Corporation shall not
      make any such determination, the consideration for the warrant, option or
      other right shall be deemedtobe
      zero.
 (E)
    In
      any such case covered by subparagraphs {A}, (B), (C), or (D) herein, in
      determining the amount of consideration received by the Corporation (i)
      any amounts paid or receivable for accrued interest or accrued dividends
      shall be excluded, and (ii) any compensation, discounts, expenses paid or
      incurred or underwriting commissions or concessions paid in connection
      therewith shall not be deducted.
 (F)
    In
      any case covered by subparagraphs (A), (B) or (C) herein, there shall be
      added to the consideration received by the Corporation at the time of
      issuance or sale, the minimum aggregate amount of additional consideration
      payable to the Corporation upon the exercise of such warrants, options or
      other rights which relate to Convertible Securities and the minimum
      aggregate amount of consideration, if any, payable upon the conversion or
      exchange thereof.
 
  -18-
 
 (G)
    In case any Additional Shares
      of CommonStock, Convertible Securities or any options, warrants or otherrights
      to purchase
      such Additional Shares of Common Stock or Convertible Securities shall be
      issued in connection with any merger or consolidation in which the
      Corporation is the surviving Corporation, the amount of consideration
      therefor shall be deemed to be the fair value, as determined in good faith
      by the Board of Directors of the Corporation,of
      such portion of the assets and business of the nonsurviving corporation or
      corporations as such Board shall determine to be attributable to such
      Additional Shares of Common Stock, Convertible Securities or warrants,
      options or other rights to purchase such Additional Shares of Common Stock
      or Convertible Securities.
 (J)
    In
      case the Corporation shall effect a reorganization, shall merge with or
      consolidate into another corporation, or shall sell, transfer or otherwise
      dispose of all or substantially all of its property, assets or business
      and, pursuant to the terms of such reorganization, merger, consolidation
      or disposition of assets, shares of stock or other securities, property or
      assets of the Corporation, successor or transferee or an affiliate thereof
      or cash are to be received by or distributed to the holders of shares of
      Common Stock, then each holder of shares of Series A Preferred Stock shall
      be given a written notice from the Corporation informing each holder of
      the term of such reorganization, merger, consolidation, or disposition of
      assets and of the record date thereof for any distribution pursuant
      thereto, at least Ten (10) days in advance of such record date, and each
      holder of shares of Series A Preferred Stock shell have the right
      thereafter to receive, upon conversion of such shares of Sales A Preferred
      Stock, the number of shares of stack or other securities, property or
      assets of the Corporation, successor or transferee or affiliate thereof or
      cash receivable upon or as a result of such reorganization, merger,
      consolidation or disposition of assets by a holder of the number of shares
      of Common Stock equal to the Conversion Rate immediately prior to such
      event, multiplied by the number of shares of Series A Preferred Stock as
      may be converted- The provisions of this Section 3.2(j) shall similarly
      apply to successive reorganizations mergers, consolidations or
      dispositions of assets.
  (k)
    If
      a purchase, tender or exchange offer is made to and accepted by the
      holders of more then Fifty Percent (50%) of the outstanding shares of
      Common Stock, the Corporation shall not effect any consolidation, merger
      or sale with******the
      person having made such offer or with any affiliate of such person, unless
      prior to the consummation thereof each holder of shares of the Series A
      Preferred Stack shall have been given a reasonable opportunity to elect to
      receive, upon conversionof
      the sharesof
      the Series A Preferred Stock then held by such holder, either the stock,
      securities, cash or assets then issuable with respect to the shares of
      Common Stock or the stock, securities, cash or assets issued to previous
      holders of the shares of Common Stock in accordance with such offer, or
      the equivalent thereof.
  
 -19-
 
 (I)
    The
      number of shares of Common Stock outstanding at any given time shall not
      include shares owned or held by or far the account of the Corporation, and
      the disposition of such shares shell be considered an issue or sale of
      shares of Common Stock, for the purpose of this Section
    3.2.
  (m)
    The
      Corporation will not pay or declare a dividend (other than in shares of
      Common Stock) upon the shares of Common Stock payable otherwise than out
      of earnings or earned surplus (determined in accordance with generally
      accepted accounting principles).
  (n)
    If
      a state of facts shall occur which, without being specifically controlled
      by the provisions of this Section 3.2, would not fairly protect the
      conversion rights of the shares of Series A Preferred Stock in accordance
      with the essential intent and principles of such provisions, then the
      Board of Directors of the Corporation shall make an adjustment in the
      application of such provisions, in accordance with such essential intent
      and principles, so as to protect such conversion
rights.
 
 (o)
    All
      calculations under this Section 3.2 shall be made to the nearest One -
      Thousandth (.001) of a share.
 
 (P)
    The
      issuance of certificates for shares of Common Stock upon the conversion of
      shares of Series A Preferred Stock shall be made without charge to the
      converting stockholder for any original issue or transfer tax in respect
      of the issuance of such certificates and any such tax shall be paid by the
      Corporation.
 
 (q)
    Whenever
      the Conversion Rate shall be adjusted pursuant to this Section 3.2, the
      Corporation shall forthwith obtain, and cause to be delivered to each
      holder of shares of Series A Preferred Stock, a certificate signed by the
      principal financial or accounting officer of the Corporation, setting
      forth in reasonable detail the event requiring the adjustment and the
      method by which such adjustment was calculated (including a description of
      the basis on which the Board of Directors of the Corporation determined
      the fair value of any consideration other than cash pursuant to Section
      3.2(i)(D) or Section 3.2(i)(G)) and specifying the new Conversion Rate. In
      the case referred to in Section 3.2(j}, such a certificate shall be issued
      describing the amount and kind of stock, securities, property or assets or
      cash which shall be receivable upon conversation of the Series A Preferred
      Stock after giving effect to the provisions of such Section
      3.2(j).
 
 -20-
 
 3.3
    The
      Corporation shall at all times reserve and keep available out of its
      authorized but unissued shares of Common Stock, solely for the purpose of
      effecting the conversion of shares of Series A Preferred Stock, the full
      number of shares of Common Stock then deliverable upon the conversion of
      all shares of Series A Preferred Stock at the time outstanding.  The
      Corporation shall take at all times such corporate action as shall be
      necessary in order that the Corporation may validly and legally issue
      fully paid and nonassassahle shares of Common Stock upon the conversion of
      the shares of Series A Preferred Stock in accordance withthe
      provisions hereof. No fractional shares of CommonStockor
      scrip representing fractional shares of Common Stock shall be issued upon
      any conversion of shares of Series A Preferred Stack, but, inlieu
      thereof, there shall be paid an amount in cash equal to the same fraction
      of the Conversion Amount
      of a whole shares of Common Stock on the business day preceding the day of
      conversion.
 
 3.4
    Notwithstanding
      any provisions of the Certificate of Incorporation or of law, no
      preemptive right shall accrue solely by reason of the issuance by the
      Corporation of shares of Common Stock and the satisfaction of the
      conversion rights and privileges of the holders of shares of Series A
      Preferred Stock.
 
 3.5
    The
      following terms are defined as follows:
 (a)
    "Additional
      Shares of Common Stock"
      shall mean all shares of Common Stock of the Corporation issued by the
      Corporation after January 31, 1998, except:
 {i}
    up
      to Two Million Four Hundred Thousand (2,400,000) shares of Common Stock to
      be issued upon exercise of stock options granted to the Corporation's
      employees and others pursuant to stock option plans ("Plans"} authorized
      by the Corporation's Board of Directors; provided, that the exercise price
      of any stock options granted under any Plans subsequent to January 20,
      1998, shall not be less than the Fair Market Value, as of the date of
      grant of any such options, of the underlying shares of Common Stock;
      and
 {ii}
    up
      to Three Million (3,000,000) shares of Common Stock to be issued in
      connectionwitha
      contemplated financing program between the Corporation and BSD Development
      Beta Corporation on terms and conditions set forth in a duly adopted
      resolution of the Corporation's Board of
Directors.
 (b)
    "Conversion
      Amount" shall mean, on any applicable date, the amount equal to the
      quotient resulting from dividing One Dollar $(1.00) by the conversion rate
      in effect on such date.
 (c)
    "Fair
      Market Value"
      of One (I) share of Common Stock as of a particular date ("Determination
      Date") means the closing sale price for One (1) share of Common Stock as
      reported on the primary securities exchange on which such shares of Common
      Stock are listed or, in the event such shares of Common Stock are not
      listed on any securities exchange, the last reported sale price on the
      NASDAQ National Market System ("NASDAQ/NWS') or, in the event no such
      reported sale takes place on the date subject to determination of the Fair
      Market Value, the average of the reported closing bid and asked prices on
      such securities exchange or NASDAQ/NMS, or, in the event such shares of
      Common Stock are not listed on any securities exchange or quoted on the
      NASDAQ/NMS, the average of the bid and asked
      prices for the immediately preceding Forty-Five (45) days as quoted on the
      NASDAQ Small Cap Market, or in the event such shares of Common Stock are
      not quoted on the NASDAQ Small Cap Market, the average of the bona fide
      independent bid prices or prices, entered by at least One (1) independent
      market maker, for the immediately preceding Forty-Five (45) days as
      reported in the NASDAQ Bulletin Board, or in the event such shares of
      Common Stock are not reported in the NASDAQ Bulletin Board,, the average
      of the bona fide independent bid prices, entered by at least one (1)
      independent market maker, for the immediately preceding Forty-Five (45)
      days reported in the "over-the-counter" market in the "pink sheets"
      published by the National Quotation Bureau,Inc.,or
      in the event such shares of Common Stock are not so listed, quoted or
      included, the fair market value as established by the good faith
      determination of any nationally recognized firm of certified public
      accountants selected by the holders of a majority of the shares of the
      Series A Preferred Stock, which selection shad! be set forth in a written
      notice to the Secretary of the Corporation signed by the holders of a
      majority of the shares of the Series A Preferred Stock. Such Fair Market
      Value shall be determined as of a date selected by the holders of a
      majority of the shares of Series A Preferred Stock, which data shall be no
      more than Ten (10) business days prior to the Determination
      Date.
 
 
 
 -21-
 
 **Section
4. Mandatory Conversion** .
 4.1
    Notwithstanding
      any provisions of Section 3.2 hereof, the issued and outstanding shares of
      Series A Preferred Stock shall, at the option of the Corporation,
      exercised pursuant to a duly adopted resolution of the Corporation's Board
      of Directors, be converted into fully paid and nonassessable shares of
      Common Stock at the Conversion Rate ("Mandatory Conversion") in the event
      the Fair Market Valueofshares
      of Common Stack shall equal or exceed Four (4) times the Conversion Amount
      for a period of at least Forty-Five (45) consecutive business days
      immediately preceding the Notice of Mandatory Conversion (as hereinafter
      defined).
 4.2
    At
      least Ten (10) days prior to the effective date of the Mandatory
      Conversion, the Corporation shall give written notice ("Notice of
      Mandatory Conversion") to each holder of shares of Series A Preferred
      Stock, by certi6ed mail enclosed in a postage paid envelope addressed to
      such holder at such holder's address as the same shall appear on the books
      of the Corporation. Such Notice of Mandatory Conversion shall: (i) state
      that the shares of Series A Preferred Stock are being mandatorily
      converted pursuant to Section 4.1 hereof; (ii) state the expected
      effective date of such Mandatory Conversion ("Mandatory Conversion Date");
      and (iii) instruct the holders of shares of Series A Preferred Stock to
      exchange on or after such Mandatory Conversion Date at the principal
      office of the Corporation certificates representing the number of shares
      of Series A Preferred Stock to be converted in accordance with such Notice
      of Mandatory Conversion. On or after such Conversion Date, the holder of
      shares of Series A Preferred Stock shall present and surrender the
      certificates for the shares of Series A Preferred Stock to the Corporation
      at the place designated in such Notice of Mandatory Conversion, and
      thereupon the Corporation shall deliver to such holders of Series A
      Preferred Stock certificates for the number of shares of Common Stock
      to which
      such holder shall be entitled. Shares of Series A Preferred Stock shall be
      deemed to have been converted and canceled on such Conversion Date and the
      holder of shares of Series A Preferred Stock entitled to receive the
      shares of Common Stock issuable upon such Mandatory Conversion shall be
      treated for all purposes as the record holder of such shares of Common
      Stock on the Conversion Date. In the case of a Mandatory Conversion, the
      Corporation shall not be obligated to issue certi6cates for shares of
      Common Stock unless certificates evidencing the converted shares of Series
      A Preferred Stock are delivered to the
  Corporation.
 
 -22-
 
 
 **Section
5. Voting Rights.**
 
 5.1
    The
      holders of shares of Series A Preferred Stock shall have the following
      voting rights:
 (a)
    The
      holders of shares of Series A Preferred Stack shall be entitled to vote on
      all matters submitted to a vote of the stockholders of the Corporation.
      The holders of shares of Series A Preferred Stock shall have the right to
      cast One (1) vote for each share of Common Stock into which each share of
      Series A Preferred Stock held by them is convertible, with any fractions
      rounded to the next highest full vote.
 (b)
    Except
      as otherwise provided herein or by law, the holders of shares of Series A
      Preferred Stock and the holders of shares of Common Stock shall vote
      together as One (1) class on all matters submitted to a vote of
      stockholders of the Corporation.
 (c)
    Except
      as provided herein or by law, holders of shares 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
      shares of Common Stock as set forth herein) for taking any corporate
      action.
 
 **Section
6. Reacquired shares.**
 
 6.1
    Any
      shares of Series A Preferred Stock purchased or otherwise reacquired 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 to he created by resolution or resolutions of the Board of
      Directors, subject to the conditions and restrictions on issuance set
      forth herein.
 
 -23-
 
 **Section
7. Liquidation, Dissolution or Winding-Up.**
 
 7.1
    The
      shares of Series A Preferred Stock shall be preferred over all series and
      classes of Preferred Stock and all series and classes of Common Stock as
      to both earnings and assets, and, in the event of any dissolution ,
      liquidation or winding-up of the Corporation, whether voluntary or
      involuntary, judicial or non-judicial, the holders of the shares of Series
      A Preferred Stock shall be entitled to receive out of the assets of the
      Corporation available for distribution to its stockholders, whether from
      capital, surplus or earnings, an amount equal to One Dollar ($1.00) per
      share of Series A Preferred Stock, (or the then current Conversion Amount
      per share of Series A Preferred Stock), plus all accrued and unpaid
      dividends thereon, before any distribution of the assets shall be made to
      the holders of any series or class of Preferred Stock or to the holders of
      any series or class of Common Stock, but shall be entitled to no further
      distribution. Ifs, upon any such dissolution, liquidation or winding-up of
      the Corporation, the assets distributable among the holders of the shares
      of Series A Preferred Stock shall be insufficient to permit payment in
      full to the holders of shares of Series A Preferred Stock of such
      preferential amounts, then the entire assets of the Corporation thus
      distributable shall be distributed ratably among the holders of shares of
      Series A Preferred Stock, according to the respective number of shares of
      Series A Preferred Stock held by them.
 7.2
    The
      merger or consolidation of the Corporation into or with another
      corporation or the merger or consolidation of any other corporation into
      the Corporation (in which merger or consolidation the stockholders of the
      Corporation receive shares of stock or other securities, property or
      assets of the Corporation or another entity or cash), or the sale, lease,
      conveyance or other disposition of all or a substantial part of its
      property and business of the Corporation, shallbe
      deemed to be a liquidation, dissolution or winding-up of the Corporation
      within the meaning of Section 7.1.
 
 
 -24-
 
 **Section
8. No Redemption.**
 
 The
shares of Series A Preferred
Stock shall not be redeemable by the Corporation.
 
 IN
WI'TNESS WHEREOF, we have executed and subscribed this certificate and do affirm
the foregoing under penalties of perjury this  8th day
of September 1998.
 AN-CONGENETICS,
      INC/s/Andrew
      MakridesAndrew
      Makrides, President/s/Delton
      CunninghamDelton
      Cunningham, Secretary
 
 
 -25-
 
 
 CERTIFICATE
OF AMENDMENT
 OF
 CERTIFICATE
OF INCORPORATION
 OF
 AN-CON
GENETICS, INC.
 
 An-Con
Genetics, Inc., a corporation duly organized and existing under the General
Corporation Law of the State of Delaware (the “Corporation’), does hereby
certify that:
 
 I.
    The
      amendment to the Corporation’s Certificate of Incorporation set forth
      below was duly adopted in accordance with the provisions of Section 242
      and has been consented to in writing by the stockholders, and written
      notice has been given, in accordance with Section 228 of the General
      Corporation Law of the State of Delaware.
 II.
    Article
      FIRST of the Corporation’s Certificate of Incorporation is amended to read
      in its entirely as follows:
 “The name
of the corporation is Bovie Medical Corporation.”
 
 IN
WITNESS WHEREOF, An-Con Genetics, Inc. has caused this Certificate to be
executed by its authorized officer, on this 11 th day of
September, 1998.
 
 
 AN-CON
      GENETICS, INC.By:/s/Andrew
      MakridesName:
      Andrew MakridesTitle:
      President