Exhibit 4.1

                    ARTICLES OF INCORPORATION AS AMENDED OF
                              BIO-VASCULAR, INC.

                               ARTICLE 1 - NAME
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     1.1  The name of the corporation shall be Bio-Vascular, Inc.

                         ARTICLE 2 - REGISTERED OFFICE
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     2.1  The location and office address of the registered office of the
corporation in this state shall be 2845 Hamline Avenue North, Suite 218, St.
Paul, Minnesota 55113.

                           ARTICLE 3 - CAPITAL STOCK
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     3.1  Authorized Shares.  The aggregate number of shares of stock which the
corporation shall have authority to issue is twenty-five million (25,000,000)
shares, twenty million (20,000,000) of which shall be designated common stock,
$0.01 par value (hereinafter referred to as "Common Stock") and five million
(5,000,000) of which shall be designated preferred stock, $0.01 par value
(hereinafter referred to as "Preferred Stock"). The Board of Directors is
authorized to establish, from the authorized shares of Preferred Stock, one or
more classes or series of shares, to designate each such class and series, and
to fix the rights and preferences of each such class and series. Without
limiting the authority of the Board of Directors granted hereby, each such class
or series of Preferred Stock shall have such voting powers, full or limited, or
no voting powers, such preferences and relative, participating, optional or
other special rights, and such qualifications, limitations or restrictions as
shall be stated and expressed in the resolution or resolutions providing for the
issue of such class or series of Preferred Stock as may be adopted from time to
time by the Board of Directors prior to the issuance of any shares thereof.
Except as provided in the resolution or resolutions of the Board of Directors
creating any class or series of Preferred Stock, the shares of Common Stock
shall have the exclusive right to vote for the election and removal of directors
and for all other purposes. Each holder of Common Stock shall be entitled to one
vote for each share held.

     3.2  Issuance of Shares.  The Board of Directors of the corporation is
authorized from time to time to accept subscription for, issue, sell and deliver
shares of stock of any class or series of the corporation, and rights to
purchase any such shares of the corporation, to such persons, at such time, for
such consideration, and upon such terms and conditions as the Board shall
determine.

                      ARTICLE 4 - RIGHTS OF SHAREHOLDERS
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     4.1  No Pre-emptive Rights.  No shareholder of the corporation shall have
any pre-emptive right to subscribe for, purchase or acquire any shares of stock
of any class or series of the corporation now or hereafter authorized or issued.

 
     4.2  No Cumulative Voting Rights.  No shareholder shall have the right to
cumulate votes for the election of directors.

                    ARTICLE 5 - WRITTEN ACTION BY DIRECTORS
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     5.1  Any action required or permitted to be taken at a Board meeting may be
taken by written action signed by all of the directors or, in cases where the
action need not be approved by the shareholders, by written action signed by the
number of directors that would be required to take the same action at a meeting
of the Board at which all directors were present.

         ARTICLE 6 - MERGER, EXCHANGE, SALE OF ASSETS AND DISSOLUTION
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     6.1  Where approval of shareholders is required by law, the affirmative
vote of the holder of at least a majority of the voting power of all shares
entitled to vote shall be required to authorize the corporation (i) to merge
into or with one or more other corporations, (ii) to exchange its shares for
shares of one or more other corporations, (iii) to sell, lease, transfer or
otherwise dispose of all or substantially all of its property and assets,
including its good will, or (iv) to commence voluntary dissolution.

              ARTICLE 7 - AMENDMENT OF ARTICLES OF INCORPORATION
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     7.1  Any provision contained in these Articles of Incorporation may be
amended, altered, changed or repealed by the affirmative vote of the holders of
at least a majority of the voting power of the shares present and entitled to
vote at a duly held meeting or such greater percentage as may be otherwise
prescribed by the laws of the State of Minnesota.

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