CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                           MOLECULAR DIAGNOSTICS, INC.

                            (Pursuant to Section 242
            of the General Corporation Law of the State of Delaware)


      Molecular Diagnostics,  Inc. (the "Corporation"),  a corporation organized
and existing under and by virtue of the General  Corporation Law of the State of
Delaware, does hereby certify as follows:

      1.  That at a  meeting  of the  Board  of  Directors  of the  Corporation,
resolutions  were  adopted   recommending  an  amendment  of  the  Corporation's
Certificate  of  Incorporation  (as  amended  to date) and  directing  that such
amendment  be  considered  at the  annual  meeting  of the  stockholders  of the
Corporation. The text of the proposed amendment is as follows:

      Article FOURTH of the  Certificate  of  Incorporation  of the  Corporation
      shall be amended by  deleting  Section  4.1  thereof in its  entirety  and
      substituting therefor the following:

            "Section  4.1.  The  total  number  of  shares  of stock  which  the
      Corporation   is   authorized  to  issue  is  Three  Hundred  Ten  Million
      (310,000,000),  comprised of Three Hundred Million (300,000,000) shares of
      common  stock,  $0.001 par value per share,  and Ten Million  (10,000,000)
      shares of preferred stock, $0.001 par value per share."

      2. That said  amendment,  having been duly proposed and recommended by the
Board of Directors of the Corporation, was considered by the stockholders of the
Corporation  at the annual  meeting of  stockholders,  duly called and held upon
notice in  accordance  with  Section 222 of the General  Corporation  Law of the
State of Delaware.

      3. That said  amendment was duly adopted,  by the holders of a majority of
the outstanding stock of each class of stock of the Corporation entitled to vote
thereon,  in  accordance  with the  provisions  of  Section  242 of the  General
Corporation Law of the State of Delaware.






         The  undersigned   President  of  the  Corporation  hereby  makes  this
certificate, declaring and certifying that the facts stated herein are true, and
accordingly has hereunto set his hand this 5th day of August, 2004.


                                      MOLECULAR DIAGNOSTOCS, INC.


                                      By:   /s/ Denis M. O'Donnell, M.D.
                                            ----------------------------
                                            Denis M. O'Donnell, M.D., President

Attest:


/s/ Peter P. Gombrich
----------------------------
Peter P. Gombrich, Secretary