CERTIFICATE OF DETERMINATION

                            OF RIGHTS, PREFERENCES,

                          PRIVILEGES AND RESTRICTIONS

                                       OF

                            SERIES E PREFERRED STOCK

                                       OF

                                  ABAXIS, INC.

                            A California corporation

                        (Pursuant to Section 401 of the

                      California General Corporation Law)



        Clinton H. Severson and Zara Z. Thomas certify that:



        1. They are the duly elected and acting President and Secretary,

respectively, of Abaxis, Inc. (the "Company").



        2. Pursuant to authority given by said Company's Articles of

Incorporation, the Board of Directors of the Company has duly adopted the

following recitals and resolutions:



        WHEREAS, the Articles of Incorporation of the Company provide for a

class of its authorized shares known as Preferred Stock, comprising Five Million

(5,000,000) shares issuable from time to time in one or more series;



        WHEREAS, the Board of Directors of this Company is authorized to fix the

number of shares of any series of Preferred Stock; to determine the designation

of any such series, and to determine or alter the rights, preferences,

privileges, and restrictions granted to or imposed upon any wholly unissued

series of Preferred Stock including but not limited to the dividend rights,

dividend rate and conversion rights, and to fix, alter or reduce the number of

shares constituting any such series (but not below the number of shares then

outstanding); and



        WHEREAS, it is the desire of the Board of Directors of the Company,

pursuant to its authority under the Articles of Incorporation, to fix the

rights, preferences, privileges, restrictions and other matters relating to a

series of Preferred Stock to be designated Series E Preferred Stock;



        NOW THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby

provide for the issue of a new series of Preferred Stock of the Company and does

hereby fix the rights, preferences, privileges, restrictions and other matters

relating to such series of Preferred Stock as follows:



        1. Designation. There shall be a series of Preferred Stock, which shall

comprise Ten Thousand (10,000) shares and shall be designated "Series E

Preferred Stock." As used hereafter, the terms "Series E Preferred Stock" and

"Series E Preferred Shares" without designation shall refer to shares of Series

E Preferred Stock.



        2. Rank. The Series E Preferred Stock shall rank (i) junior to each

other class or series of Preferred Stock which by its terms ranks senior to the

Series E Preferred Stock as to payment of dividends or distributions, whether

upon a Liquidation Event (as defined in Section 5 below)







                                       1

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or otherwise ("Senior Securities"), (ii) on a parity with each other class or

series of Preferred Stock which by its terms ranks on a parity the Series E

Preferred Stock as to these matters ("Parity Securities") and (iii) prior to the

Company's Series C Preferred Stock, the Company's Series D Preferred Stock, the

Company's Common Stock (the "Common Stock") and, except as specified above, all

other classes and series of capital stock of the Company hereafter issued by the

Company (collectively, "Junior Securities").



        The Series E Preferred Stock shall be subject to the creation of Junior

Securities and Parity Securities, but no Senior Securities or additional Series

E Preferred Stock shall be created except in accordance with the terms hereof.



        3. Dividends. Shares of Series E Preferred Stock shall accumulate

dividends at a rate of Sixty Five Dollars ($65.00) per annum, as adjusted to

reflect any stock dividends on, or stock splits or stock combinations of, the

Series E Preferred Stock after the date of filing this Certificate of

Determination; provided, however, that if the Company is unable to satisfy in

full its obligation under Section 6 hereof to make payments to holders of Series

E Preferred Stock upon a Liquidation Event arising from a Change of Control (as

defined in Section 6), then the dividend rate shall increase to the lesser of

(i) One Hundred Twenty Dollars ($120.00) per annum, as adjusted to reflect any



stock dividends on, or stock splits or stock combinations of, the Series E

Preferred Stock after the date of filing this Certificate of Determination, or

(ii) the maximum amount permitted under law. Dividends are due and shall be

paid, out of any assets at the time legally available therefore, in two equal

biannual installments on April 1st and October 1st of each year (each such date

a "Dividend Payment Date") to holders of record of the Series E Preferred Stock;

provided, however, that the amount of any dividend payment shall be prorated to

the extent a share of Preferred Stock is issued and outstanding for less than

such biannual period. The Company will pay such dividends either in cash or by

issuing restricted shares of the Common Stock having the Market Value (as

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