CERTIFICATE OF INCORPORATION
LIFEQUEST MEDICAL, INC.
LifeQuest Medical, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby
certifies as follows:
I. The name of the corporation is LifeQuest Medical, Inc. and the name under which the corporation was
originally incorporated was Lifeline, Inc. The date of filing of its original Certificate of Incorporation with the
Secretary of State of Delaware is December 23, 1988.
II. Pursuant to Section 245 of the General Corporation Law of the State of Delaware, this Restated Certificate of
Incorporation restates and integrates and does not further amend the provisions of the Certificate of
Incorporation of this corporation.
III. The text of the Restated Certificate of Incorporation as heretofore amended and supplemented is hereby
restated to read in its entirety as follows:
1. The name of the corporation is LifeQuest Medical, Inc. (the "Company").
2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street,
in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
3. The nature of the business or purposes to be conducted or promoted is: to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of Delaware.
4. The total number of shares of all classes of stock which the Company shall be authorized to issue is
52,000,000 shares, divided into the following:
(i) 2,000,000 shares of preferred stock, of the par value of $.001 (one tenth of one cent) per share (hereafter
called "Preferred Stock"); and (ii) 50,000,000 shares of common stock, of the par value of $.001 (one tenth of
one cent) per share (hereafter called "Common Stock"). The board of directors of the Company shall have the
authority to fix by resolution the designations, preferences and relative, participating, optional or other special