AMENDMENT TO
                              ARTICLES OF INCORPORATION
                                         FOR
                             BIO-MEDICAL AUTOMATION, INC.
                                A COLORADO CORPORATION


     RESOLVED, that pursuant to the provisions of the Colorado Business
Corporation Act, and as approved by the holders of a majority of the
outstanding voting stock at a meeting of the shareholders held on April 22,
1999, and a recommendation of the Board of Directors of Bio-Medical
Automation, Inc. (the "Corporation"), the Restated Articles of Incorporation
of the Corporation, as amended (the "Articles"), are further amended as set
forth herein.

1.   ARTICLE VI of the Articles be and hereby is amended to read as follows:

                           ARTICLE VI  - SHAREHOLDER VOTING

          SECTION 1.  QUORUM.  A quorum for the transaction of business at
     a duly called meeting of shareholders shall consist of not less than
     one-third of the shares entitled to vote at the  meeting.

          SECTION 2.  NO CUMULATIVE VOTING.  Cumulative voting shall not be
     permitted in the election of directors.

          SECTION 3.  GENERAL.  Elections of directors shall be conducted
     by a plurality vote at a duly held meeting at which a quorum is
     present. Whenever  the shareholders must approve any matter, the
     affirmative vote of a majority of the shares entitled to vote,
     represented in person or by proxy, and voting at a duly held meeting
     at which a quorum is present shall be necessary to  constitute such
     approval or authorization; PROVIDED, THAT, for any matter requiring
     shareholder approval for which the Company's articles of incorporation
     would require approval of two-thirds of the shares entitled to vote on
     the matter as a result of the adoption of such articles under the
     now-repealed Colorado Corporation Code or the Colorado Business
     Corporation Act, the vote required shall be a majority  of the shares
     entitled to vote on the matter.

2.   The number of shares that voted for this amendment was sufficient for
     approval.

3.   This amendment to the Articles shall become effective at the close of
     business on filing with the Secretary of State of Colorado.



     IN WITNESS WHEREOF, Bio-Medical Automation, Inc. has caused this
amendment to the Corporation's Restated Articles of Incorporation to be
signed this ____day of April, 1999.



                                       BIO-MEDICAL AUTOMATION, INC.


                                       By
                                          ----------------------------
                                          David J. Wolenski, President