AMENDED ARTICLES OF INCORPORATION
                                       OF
                                  BIOTIME, INC.

                   Paul Segall and Judith Segall certify that:

         1. They are the President and the Secretary,  respectively, of BioTime,
Inc., a California Corporation.

         2. The Articles of  Incorporation  of this  corporation  are amended to
read in full as follows:

                  "ONE: The name of this corporation is BioTime, Inc.

                  TWO: 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 California other than the banking business,
         the trust company business,  or the practice of a profession  permitted
         to be incorporated by the California Corporations Code.

                  THREE:  The  corporation is authorized to issue two classes of
         shares,  which  shall be  designated  "Common  Shares"  and  "Preferred
         Shares".   The  number  of  Common  Shares  which  the  corporation  is
         authorized  to issue is 5,000,000  and the number of  Preferred  Shares
         which  the  corporation  is  authorized  to  issue  is  1,000,000.  The
         Preferred  Shares  may be issued in one or more  series as the board of
         directors  may by  resolution  determine.  The  board of  directors  is
         authorized  to fix the  number  of shares  of any  series of  Preferred
         Shares and to determine or alter the rights,  preferences,  privileges,
         and  restrictions  granted to or  imposed  on the  shares of  Preferred
         Shares as a class,  or upon any wholly unissued series of any Preferred
         Shares. The board of directors may, by resolution, increase or decrease
         (but not below the number of shares of such  series  then  outstanding)
         the number of shares of any series of Preferred  Shares  subsequent  to
         the issue of shares of that series.  Upon the amendment of this article
         to read as herein set forth,  each outstanding share of common stock is
         converted into or reconstituted as 0.1667 Common Share.

                  FOUR:  The liability of the directors of the  corporation  for
         monetary damages shall be eliminated to the fullest extent  permissible
         under  California  law.  The  corporation  is  authorized  to indemnify
         "agents",  as such term is  defined in  Section  317 of the  California
         Corporations  Code, to the fullest extent  permissible under California
         law."

         3. The foregoing  amendment of articles of incorporation  has been duly
approved by the board of directors.

         4. The foregoing  amendment of articles of incorporation  has been duly
approved by the required vote of  shareholders in accordance with Section 902 of
the Corporations Code. The total number of outstanding shares of the corporation
is 5,351,672.  The number of shares voting in favor of the amendment  equaled or
exceeded the vote required. The percentage vote required was more than 50%.

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


Date:  July 15, 1991


                                    /s/: Paul Segall
                                   -----------------------
                                    Paul Segall, President


                                    /s/: Judith Segall
                                    ------------------------
                                    Judith Segall, Secretary


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                            CERTIFICATE OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION


         Paul E. Segall and Judith Segall certify that:

     They are the President and  Secretary,  respectively,  of BioTime,  Inc., a
California corporation.

     The  sentence of Article  THREE of the Articles of  Incorporation  that now
reads "The number of Common Shares which the  Corporation is authorized to issue
is  5,000,000  and the  number of  Preferred  Shares  which the  Corporation  is
authorized to issue is 1,000,000" is amended to read as follows:

         "The number of Common  Shares which the  Corporation  is  authorized to
         issue is  25,000,000  and the  number  of  Preferred  Shares  which the
         Corporation is authorized to issue is 1,000,000."

     The foregoing amendment of Articles of Incorporation has been duly approved
by the board of directors.

     The foregoing amendment of Articles of Incorporation has been duly approved
by the  required  vote of  shareholders  in  accordance  with section 902 of the
Corporations  Code.  The  total  number  of  outstanding  Common  Shares  of the
corporation is 3,203,193. There are no Preferred Shares outstanding.  The number
of Common Shares  voting in favor of the amendment  equaled or exceeded the vote
required. The percentage vote required was more than 50%.

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

         Executed at Berkeley, California on June 20, 1997.



         /s/: Paul E. Segall
         ------------------------------------
         Paul E. Segall, President

         /s/: Judith Segall
         ------------------------------------
         Judith Segall, Secretary


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