CERTIFICATE OF MERGER
                                       FOR
                                  THE MERGER OF

                            AST ACQUISITION SUB, INC.
                            (a Delaware corporation)

                                  WITH AND INTO

                          CARDIOBIOMEDICAL CORPORATION
                            (a Delaware corporation)

      Pursuant to Section 251 of the General Corporation Law of the State of
Delaware, the undersigned corporation hereby states as follows:

      1. The names and states of incorporation of the constituent corporations
are AST Acquisition Sub, Inc., a Delaware corporation, and CardioBioMedical
Corporation, a Delaware corporation.

      2. An Agreement and Plan of Merger, dated as of September 23, 2005, has
been approved, adopted, certified, executed and acknowledged by each of the
constituent entities in accordance with Section 251 of the General Corporation
Law of the State of Delaware.

      3. Pursuant to the Agreement and Plan of Merger, AST Acquisition Sub, Inc.
will be merged with and into CardioBioMedical Corporation. The surviving
corporation is CardioBioMedical Corporation, a Delaware corporation, which will
continue its existence as said surviving corporation under its present name upon
the effective date of said merger pursuant to the provisions of the General
Corporation Law of the State of Delaware.

      4. The Certificate of Incorporation of CardioBioMedical Corporation as now
in force and effect shall be the Certificate of Incorporation of the surviving
corporation until duly amended and changed pursuant to the provisions of the
General Corporation Law of the State of Delaware.

      5. The executed Agreement and Plan of Merger is on file at the principal
place of business of the surviving corporation, which is 2 Briar Lane, Natick,
Massachusetts 01760.

      6. A copy of the Agreement and Plan of Merger will be furnished by the
surviving corporation, on request and without cost, to any stockholder of any
constituent corporation.

      7. The merger is to become effective on the date of filing of this
Certificate of Merger.



      IN WITNESS WHEREOF, said surviving corporation has caused this certificate
to be signed by an authorized officer, this 23rd day of September, 2005.


                                     CARDIOBIOMEDICAL CORPORATION,
                                       a Delaware corporation


                                     By:     /s/ James F. Mongiardo
                                         ---------------------------------------
                                     Name:  James F. Mongiardo, President


                                      -2-