<PAGE>
                                   RESTATED
                         CERTIFICATE OF INCORPORATION
                                      OF
                      AUTOMATED MEDICAL LABORATORIES, INC.


     The undersigned, Lloyd Rothenberg, President, and Raphael B. Shouger,
Secretary of AUTOMATED MEDICAL LABORATORIES, INC., a corporation organized
under the laws of Florida, pursuant to a Certificate of Incorporation
originally filed on November 29, 1961 under the name Biscayne Medical
Laboratories, Inc., do hereby certify that by unanimous vote of its
directors and a majority vote of its shareholders at a Special Meeting of
Shareholders held on August 26, 1974, the corporation approved the fol-
lowing restatement of its Certificate of Incorporation into a single
certificate which shall read in its entirety as follows:


                               ARTICLE I - NAME

                    The name of the Corporation shall be
                    AUTOMATED MEDICAL LABORATORIES, INC.


                            ARTICLE II - PURPOSES

     The purpose for which the corporation is formed is to engage in any
or all activities or businesses permitted under the laws of the United
States and under the laws of the State of Florida and to exercise all of
the corporate powers provided for by the laws of the State of Florida.


                       ARTICLE III - AUTHORIZED SHARES

     The aggregate number of shares which the Corporation shall have
authority to issue is 4,000,000 shares of Common Stock, $.01 par value.
The Corporation may issue and deliver unissued or treasury shares, option
rights, or securities having conversion or option rights, whether presently
or hereafter authorized, in such manner and for such consideration as from
time to time may be fixed by the Board of Directors, without first offering
them to existing shareholders.  The Board of Directors may accept property,
labor or payment for shares of capital stock at a just valuation fixed by
the Board of Directors.  The stock of the Corporation shall not be assess-
able, nor shall the holders thereof or their property be liable for the
debts of the Corporation, to any extent whatever.


                             ARTICLE IV - CAPITAL

     The amount of capital with which this corporation shall commence
business shall not be less than FIVE HUNDRED ($500.00) DOLLARS.


                        ARTICLE V - PLACE OF BUSINESS

     The principal place of business of this corporation shall be 7501 N.W.
66th Street, Miami, Florida 33166 or such other location decided upon by
the Board of Directors.

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                           ARTICLE VI - EXISTENCE

     The duration of the Corporation shall be perpetual.


                          ARTICLE VII - DIRECTORS

     The number of directors of the Corporation shall be such number, not
less than three, as may be fixed from time to time by the Board of
Directors in the manner prescribed in the By-Laws of the Corporation.
The Board of Directors shall be entitled to fill any vacancies in the
Board of Directors caused by reason of an increase in the number of direc-
tors or otherwise.


                     ARTICLE VIII - POWERS OF DIRECTORS

     The business of the Corporation shall be managed and its corporate
powers shall be exercised by its Board of Directors.  The Board of Direc-
tors shall have the power, without shareholder action. To exercise all
of the corporate power to which the Corporation is entitled under Florida
law including but not limited to:

     1.   the power to cause the Corporation to indemnify each director and
          officer of the Corporation against all or any portion of any
          expenses reasonably incurred by him in connection with or arising
          out of any action, suit or proceeding in which he may be involved,
          by reason of his being or having been an officer or director of
          the Corporation (whether or not he continues to be an officer or
          director at the time of incurring such expenses) to the extent
          and scope permitted by the laws of the State of Florida.

     2.   the power to remove a director for cause where, in the judgment of
          the majority of the other directors, the continuation of the
          director in office would be detrimental to the interests of the
          Corporation.  The Board of Directors may suspend a director for
          a reasonable period pending final determination that cause exists
          for such removal.

     3.   the power to cause the corporation to loan money to, or guarantee
          an obligation of, or otherwise assist any officer or other
          employee of the corporation or of any subsidiary, including,
          when authorized by a majority of the entire board, an officer or
          employee who is also a director of the Corporation, whenever, in
          the judgment of the Board of Directors, such loan, guarantee or
          assistance may reasonably be expected to benefit the Corporation.


                            ARTICLE IX - GENERAL

     A director of the Corporation shall not, in the absence of actual
fraud, be disqualified by his office from dealing or contracting with the
Corporation, either as a vendor, purchaser or otherwise; and, in the
absence of an actual fraud, no transaction or contract of the Corporation
shall be void or voidable by reason of the fact that any director or any
firm or corporation of which any director is a member is in any way
interested in such transaction or contract, provided that the fact that
such director, or firm, is interested in the transaction or the contract
is disclosed to the Corporation, and that such transaction or contract is
authorized, ratified or approved by (i) vote of the majority of a quorum
of the Board of Directors or of an Executive Committee, if any, without
counting in such majority any director so interested or who is a member
of a firm or corporation so interested; or (ii) vote at a Stockholders'

<PAGE>

Meeting of the holders of record of the majority of all the outstanding
shares of stock of the Corporation then entitled to vote, or by writing or
writings signed by a majority of such holders, which shall have the same
force and effect as though such authorization, ratification or approval
were made by the Stockholders, and no director, firm or corporation of
which a director is a member shall be liable to account to the Corporation
for any profits realized from or through any such transaction or contract.
Nothing in this paragraph contained shall create any liability in the
events above mentioned, or prevent the authorization, ratification or
approval of such contracts or transactions in any other manner permitted
by law, or invalidate or make voidable any contract or transaction which
would be valid without reference to the provisions of this paragraph.

     This Restated Certificate of Incorporation was authorized by a resolu-
tion of the Board of Directors of the Corporation adopted at a meeting held
on the 8th day of July, 1974 and was adopted by a majority of the stock-
holders of the Corporation at a special stockholders' meeting held on
the 26th day of August, 1974.

     IN WITNESS WHEREOF, we have hereunto set our hands and seals this
11th day of September, 1974.

                                    AUTOMATED MEDICAL LABORATORIES, INC.

                                            /s/ Lloyd Rothenberg

                                    By-----------------------------------
                                            Lloyd Rothenberg, President

                                            /s/Raphael B. Shouger

     CORPORATE                      Attest:------------------------------
       SEAL                                 Raphael B. Shouger, Secretary

<PAGE>

STATE OF FLORIDA    :
                    :   SS.
COUNTY OF DADE      :

     PERSONALLY APPEARED before me, the undersigned authority, LLOYD
ROTHENBERG and RAPHAEL B. SHOUGER, the President and Secretary, respec-
tively, of AUTOMATED MEDICAL LABORATORIES, INC., a Florida corporation,
who, after being duly sworn, depose and say that they duly executed the
above and foregoing Restated Certificate of Incorporation and in their
capacity as President and Secretary, respectively, of said corporation,
and further acknowledge said Certificate to be their act and deed and the
act and deed of said corporation; that the signatures of the said President
and Secretary are in the handwriting of said President and Secretary of
the corporation, respectively, and that the seal affixed thereto is the
common seal of the corporation thereunto affixed by authority of the stock-
holders of said corporation.

     IN WITNESS WHEREOF, I set my had and seal this 11th day of September,
1974.


                                    /s/ Rosa Y. Copla
                                    ----------------------------------------
                                    Notary Public, State of Florida at Large


My commission expires:

NOTARY PUBLIC, STATE OF FLORIDA AT LARGE
MY COMMISSION EXPIRES APR. 13, 1975
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