CERTIFICATE OF INCORPORATION
                                       OF
                               ONMI ASSETS, INC.

      The undersigned,  for the purposes of forming a corporation under the laws
of the State of  Delaware,  do make,  file and record this  Certificate,  and do
certify that:

      FIRST: The name of this corporation is OMNI ASSETS, INC.

      SECOND: Its Registered Office in the State of Delaware is to be located at
9 East  Loockerman  Street,  in the City of Dover,  County of Kent,  19901.  The
Registered Agent in charge thereof is National Registered Agents, Inc.

      THIRD: The purpose of the corporation is to manufacture pharmaceutical and
drug  testing  kits and also to engage in any lawful act or activity for which a
corporation may be organized under the General Corporation Law of Delaware.

      FOURTH:   The  amount  of  the  total  authorized  capital  stock  of  the
corporation  is 50,000,000  all of which are of .001 par value and classified as
Common Stock.

      FIFTH: The name and mailing address of the incorporator are as follows:

      NAME                    MAILING ADDRESS
      Carol Zapelli           Silverman, Collura & Chernis, P.C.
                              381 Park Avenue South, Suite 1601
                              New York, NY 10016

      SIXTH: The duration of the corporation shall be perpetual.

      SEVENTH: The personal liability of all of the directors of the corporation
is hereby  eliminated to the fullest  extent allowed as provided by the Delaware
General Corporation Law, as the same may be supplemented and amended.

      EIGHT:  The corporation  shall, to the fullest extent legally  permissible
under the provisions of the Delaware General Corporation Law, as the same may be
amended and supplemented,  shall indemnify and hold harmless any and all persons
whom it shall have power to indemnify under said provisions from and against any
and all liabilities  (including expenses) imposed upon or reasonably incurred by
him in connection with any action,  suit or other  proceeding in which he may be
involved or with which he may be threatened,  or other matters referred to in or
covered by said provisions both as to action in his official  capacity and as to
action in another capacity while holding such office, and shall continue as to a
person  who has ceased to be a director  or  officer  of the  corporation.  Such
indemnification  provided  shall not be deemed  exclusive of any other rights to
which  those  indemnified  may  be  entitled  under  any  Bylaw,   Agreement  or
Resolutions adopted by the shareholders entitled to vote thereon after notice.

Dated on this 15th day of October, 1999.

                                        /s/ Carol Zappelli
                                        -------------------------------
                                        Carol Zappelli, Incorporator
                                        Silverman, Collura & Chernis, P.C.
                                        381 Park Avenue South, Suite 1601
                                        New York, NY 10016

    STATE OF DELAWARE
   SECRETARY OF STATE