CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION


         Pursuant to the General Corporation Law of Delaware, Biogan Medical
International, Inc., certifies that the following amendment to the Certificate
of Incorporation was adopted and approved by its Board of Directors:

                                       I.

         The name of the corporation is Biogan Medical International, Inc.

                                       II.

         The Board of Directors of the corporation by unanimous written consent
of its members, adopted a resolution to amend the Certificate of Incorporation
to change the name of the corporation to Biogan International, Inc. The
resolution setting forth the proposed amendment is as follows:

         FIRST: The name of the corporation is Biogan International, Inc.

                                      III.

         That in lieu of a special meeting and vote of the stockholders, a
majority of the holders of the common stock of the corporation agreed to the
amendment to the Certificate of Incorporation by written consent as provided for
in Section 228 of the General Corporation Law of Delaware and written notice of
the adoption of said amendment has been given as provided in Section 228 of the
General Corporation Law of Delaware to every stockholder entitled to such
notice.

                                       IV.

         The number of shares of common stock of the corporation outstanding at
the time of the adoption of the aforementioned amendment was 86,276,466 and the
number of shares entitled to vote on the amendment was the same.

                                       IV.

         The number of shares of common stock voted for the amendment by way of
written consent pursuant to Section 228 of the General Corporation Law of
Delaware was 44,771,556 which constitutes a majority of the outstanding shares
entitled to vote.



                                       V.

         The aforesaid amendment was duly adopted in accordance with provisions
of Sections 242 and 228 of the General Corporation Law of Delaware.

                                       V.

         That the capital of said corporation shall not be reduced under or by
reason of said amendment.


         IN WITNESS WHEREOF, said Biogan Medical International, Inc., has caused
its corporate seal to be affixed hereunto and this Certificate of Amendment to
be signed by Rulon L. Tolman, its Vice President and by Robert C. Montgomery,
its Secretary, this 1st day of September, 1997.


                                   BIOGAN MEDICAL INTERNATIONAL, INC.


                                   By:  /S/ RULON L. TOLMAN
                                      -----------------------------------------
                                        Rulon L. Tolman, Vice President

(SEAL)


By: /S/ ROBERT C. MONTGOMERY
   ------------------------------------
    Robert C. Montgomery, Secretary