FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
 
                      RESTATED CERTIFICATE OF INCORPORATION
 
                                       OF
 
                                VITAL SIGNS, INC.
 
                  The undersigned corporation, acting pursuant to the provisions
of N.J.S.A. 14A:9-5, hereby adopts the following restated certificate of
incorporation:
 
                                    ARTICLE I
 
                                 Corporate Name
 
                  The name of the corporation is Vital Signs, Inc. (the
"Corporation").
 
                                   ARTICLE II
 
                           Registered Office and Agent
 
                  The address of the Corporation's current registered office is
20 Campus Road, Totowa, New Jersey 07512. The name of the Corporation's current
registered agent at that address is Terry D. Wall.
 
                                   ARTICLE III
 
                               Board of Directors
 
                  A. Current Board of Directors. The current Board of Directors
of the Corporation (the "board or the "Board of Directors") consists of seven
persons. Their names and addresses are as follows:
 
                  [names and addresses to be inserted at the time of filing a
certificate of amendment]
 
                  B. Number of Directors. The authorized number of members of
the Board of Directors will be fixed from time to time by resolution adopted by
the affirmative vote of a majority of the entire Board of Directors but in no
event may the number be less than three.
 
                  C. Classification. The directors shall be divided into three
classes, each consisting of one-third of such directors, as nearly as may be,
designated Class I, Class II and Class III. Class I directors shall initially
serve until the 2003 annual meeting of shareholders; Class II directors shall
initially serve until the 2004 annual meeting of shareholders; and Class III
directors shall initially serve until the 2005 annual meeting of shareholders.
Upon the filing of this Restated Certificate of Incorporation, the directors
then in office shall be assigned to such classes by alphabetical order of their
respective last names, with two directors be assigned to Class I, two directors
being assigned to Class II and the remaining directors being assigned to Class
III. Commencing with the annual meeting of shareholders in 2003, and at each
succeeding annual shareholders' meeting, successors to the class of directors
whose term expires at such annual shareholders' meeting shall be elected for a
three-year term. If the number of such directors is changed, an increase or
decrease in such directors shall be apportioned among the classes so as to
maintain the number of directors comprising each class as nearly equal as
possible. A director shall hold office until the annual shareholders' meeting
for the year in which his term expires and until his successor shall be elected
and shall qualify, subject, however, to prior death, resignation, retirement,
disqualification, or removal from office.
 
                  D. Vacancies. Except as otherwise required by law, any vacancy
on the board of directors that results from an increase in the number of
directors and any other vacancy occurring in the board of directors shall only
be filled by a majority of the directors then in office, even if less than a
quorum, or by a sole remaining
 
 
 
 
 
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director. Notwithstanding the foregoing, whenever the holders of any one or more
series of Preferred Stock issued by the Corporation shall have the right, voting
separately by class or series, to elect directors at an annual or special
meeting of shareholders, the election, term of office, filling of vacancies and
other features of such directorships shall be governed by the terms of this
restated certificate of incorporation applicable thereto and such directors so
elected shall not be divided into classes pursuant to this Article III, in each
case unless expressly provided by such terms. During any period when the holders
of any series of Preferred Stock have the right to elect additional directors as
provided for or fixed pursuant to the provisions of Article V hereof, then upon
commencement and for the duration of the period during which such right
continues: (i) the then otherwise total authorized number of directors of the
Corporation shall automatically be increased by such specified number of
directors, and the holders of such Preferred Stock shall be entitled to elect
the additional directors so provided for or fixed pursuant to said provisions,
and (ii) each such additional director shall serve until such director's
successor shall have been duly elected and qualified, or until such director's
right to hold such office terminates pursuant to said provisions, whichever
occurs earlier, subject to his earlier death, disqualification, resignation or
removal. Except as otherwise provided by the Board of Directors in the
resolution or resolutions establishing such series, whenever the holders of any
series of Preferred Stock having such right to elect additional directors are
divested of such right pursuant to the provisions of such stock, the terms of
office of all such additional directors elected by the holders of such stock, or
elected to fill any vacancies resulting from the death, resignation,
disqualification or removal of such additional directors, shall forthwith
terminate and the total and authorized number of directors of the Corporation
shall be reduced accordingly.
 
 
                                   ARTICLE IV
 
                                     Purpose
 
                  The purpose for which the Corporation is organized is to
engage in any activity within the purposes for which Corporations may be
organized under the New Jersey business Corporation Act.
 
                                    ARTICLE V
 
                                  Capital Stock
 
                  A. Authorized Capital Stock. The total authorized capital
stock of the Corporation shall be 50,000,000 shares, consisting of:
 
                  1. 10,000,000 shares of preferred stock ("Preferred Stock");
and
 
                  2. 40,000,000 shares of Common Stock ("Common Stock")
 
Shares of the authorized capital stock of each class may be issued from time to
time for such consideration as may be fixed from time to time by the Board of
Directors.
 
                  B. Preferred Stock. The Board of Directors is authorized to
amend this Restated Certificate of Incorporation so as to divide the Preferred
Stock into one or more series and to determine the number of shares and the
designation of the series and the relative voting, dividend, liquidation, and
other rights, preferences, and limitations of the shares of each series. All
shares of any one series of Preferred Stock shall be alike in every particular
except that, in the case of a series entitled to cumulative dividends, shares
issued at different times may differ as to the dates from which dividends
thereon shall be cumulative.
 
                                   ARTICLE VI
 
                       Personal Liability of Officers and
                           Directors; Indemnification
 
                  A. A director or an officer of the corporation shall not be
personally liable to the corporation or its shareholders for monetary damages
for breach of fiduciary duty as a director or officer, except to the extent such
exemption from liability or limitation thereof is not permitted under the New
Jersey Business Corporation Act
 
 
 
 
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<PAGE>
 
as presently in effect or as the same may hereafter be amended. No amendment to
or repeal of this Article VI and no amendment, repeal or termination of
effectiveness of any law permitting the exemption from liability provided for
herein shall apply to or have any effect on the liability or alleged liability
of any director or officer for or with respect to any acts or omissions of that
director or officer occurring prior to the amendment, repeal or termination of
effectiveness.
 
                  B. Every person who is or was a director or officer of the
corporation, or any such person who serves or served in any capacity with any
other enterprise at the request of the corporation, shall be indemnified by the
corporation to the fullest extent permitted by law against all expenses and
liabilities reasonably incurred by or imposed upon him in connection with any
proceeding to which he may be made, or threatened to be made, a party, or in
which he may become involved by reason of his being or having been a director or
officer of the corporation, or of serving or having served such other
enterprise, whether or not he is a director or officer of the corporation, or
continues to serve such other enterprise, at the time the expenses or
liabilities are incurred.
 
 
                                   ARTICLE VII
 
                               Board Authorization
 
                  The Board of Directors shall have the authority to grant
rights and options pursuant to N.J.S. 14A:7-7 in connection with which
distinctions may be made between directors based upon the date on which
directors are elected to the Board, the relationship of directors to particular
shareholders and/or the composition of the Board which nominated or elected such
directors.
 
                                  ARTICLE VIII
 
                     No Shareholder Action Without a Meeting
 
                  Except as otherwise provided for or fixed pursuant to the
provisions of this Restated Certificate of Incorporation relating to the rights
of holders of any series of preferred stock and except as otherwise required by
N.J.S.A. 14A: 5-6(a), (i) no action required to be taken or which may be taken
at any annual or special meeting of shareholders of the Corporation may be taken
without a meeting and (ii) the power of the shareholders to consent in writing,
without a meeting, to the taking of any action is specifically denied.
 
                                   ARTICLE IX
 
                                 Votes Required
 
                  In addition to such other approvals as shall be required by
law, the provisions of Articles III and VIII and the provisions of this Article
IX may not be amended in any respect unless such amendment is approved by either
each of the members of the entire Board of Directors or the affirmative vote of
the holders of seventy-five percent (75%) in voting power of the outstanding
shares of the Corporation entitled to vote generally.
 
 
 
 
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<PAGE>
 
 
 
 
                  IN WITNESS WHEREOF, the Corporation has caused this restated
certificate of incorporation to be executed on its behalf by its duly authorized
officer on this __ day of ______, 2002.
 
                                       VITAL SIGNS, INC.
 
 
                                       By:      __________________________
                                                Terry D. Wall
                                                President