CERTIFICATE OF AMENDMENT AND RESTATEMENT
                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                           ACCUIMAGE DIAGNOSTICS CORP.
                              a Nevada corporation


     The undersigned, being the President and Secretary of AccuImage Diagnostics
Corp.,  a Nevada  corporation  (hereinafter  referred to as the  "Corporation"),
having  been  authorized  to execute  these  Amended  and  Restated  Articles of
Incorporation, hereby certifies to the Secretary of State of the State of Nevada
that:

     FIRST:  The  Corporation  desires  to amend and  restate  its  Articles  of
Incorporation as currently in effect as hereinafter provided.

     SECOND:  The provisions set forth in these Amended and Restated Articles of
Incorporation   supersede  the  original   Articles  of  Incorporation  and  all
amendments  thereto.  These  Amended  and  Restated  Articles  of  Incorporation
correctly set forth the provisions of the Articles of Incorporation,  as amended
to the date hereof.

     THIRD: The Board of Directors duly adopted and declared the advisability of
the Amended and Restated  Articles of  Incorporation at a meeting duly convened,
held on 5th day of December, 2000.

     FOURTH: The number of shares of the Corporation outstanding and entitled to
vote on an amendment to the Articles of  Incorporation  is 10,981,534;  that the
said  changes and  amendment  have been  consented to and approved by a majority
vote of the  shareholders  holding  at least a  majority  of each class of stock
outstanding and entitled to vote thereon.

     FIFTH: The Articles of  Incorporation  of the  Corporation,  as amended and
restated, are set forth on Exhibit A attached hereto.

     We further  declare under penalty of perjury under the laws of the State of
Nevada that the matters  set forth in this  certificate  are true and correct of
our own knowledge.

     Date: February 12, 2001
                                                /s/  Leon Kaufman
                                             -----------------------------
                                              Leon Kaufman, President


                                                /s/ Michael Berghofer
                                              -----------------------------
                                               Michael Berghofer, Secretary


                                    EXHIBIT A


                 AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       OF
                           ACCUIMAGE DIAGNOSTICS CORP.


                                   ARTICLE I.

     The name of the corporation shall be AccuImage  Diagnostics  Corp.

                                  ARTICLE II.

     The purpose for which this  corporation  is  organized  is to engage in any
lawful activity, both within and outside of the State of Nevada.

                                  ARTICLE III.

     The corporation is authorized to issue two classes of shares which shall be
designated Common Stock and Preferred Stock,  respectively.  The total number of
shares of Common Stock the  corporation  is authorized to issue is Fifty Million
shares, whose par value shall be one-tenth cent each. The total number of shares
of Preferred Stock the corporation is authorized to issue is Ten Million shares,
whose par value shall also be one-tenth cent each. Preferred Stock may be issued
from  time to time in one or more  series,  and the  board of  directors  of the
corporation  is hereby  authorized  to  determine  the  designation  of any such
series,  to fix the number of shares of any such series,  and to  determine  and
alter the rights, preferences, privileges and restrictions granted to or imposed
upon any wholly  unissued series of Preferred  Stock.  The board of directors is
also authorized,  within the limits and restrictions stated in any resolution or
resolutions of the board originally fixing the number of shares constituting any
series of Preferred  Stock, to increase or decrease (but not below the number of
shares of such  series  then  outstanding)  the number of shares of such  series
subsequent to the issuance of shares of that series.

     The holders of the Common  Stock  shall  always be entitled to one vote per
share of Common Stock in the  election of  directors  and upon each other matter
coming before any vote of shareholders.

                                  ARTICLE IV.

     The members of the governing board of this  corporation  shall be styled as
directors.  The  directors  are hereby  granted the  authority  to do any act on
behalf of the  corporation  as may be allowed by law. The directors  need not be
shareholders  of the  corporation  nor  residents  of the State of Nevada.  Each
director  shall be  elected  annually.  Each  director  shall  serve  until  his
successor is duly elected and assumes the position as such  director or until he
resigns or is lawfully  removed.  Provided that the corporation has at least one
director,  the  number of  directors  may at any time or times be  increased  or
decreased as provided in the bylaws.

                                   ARTICLE V.

                This corporation shall have perpetual existence.

                                  ARTICLE VI.

     The personal  liability of the directors or officers of the corporation for
monetary  damages for any breach or alleged breach of fiduciary or  professional
duty  acting  in  such  capacity  shall  be  eliminated  to the  fullest  extent
permissible under Nevada law.

                                  ARTICLE VII.

     The corporation is authorized to provide  indemnification of its directors,
officers,  employees and agents to the fullest extent  permissible  under Nevada
law.

                                 ARTICLE VIII.

     The provisions of Sections  78.378 to 78.3793 and Sections 78.441 to 78.444
Nevada Revised Statutes do not apply to this corporation.