
                                                                     Exhibit 3.1

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                           CORNICHE GROUP INCORPORATED

               (Under Section 242 of the General Corporation Law)

      The  undersigned,  being the  President  and  Secretary of Corniche  Group
Incorporated,  a corporation  organized and existing under the laws of the State
of Delaware (the "Corporation"), do hereby amend and certify as follows:

      1. The name of the Corporation is Corniche Group Incorporated.

      2. The Certificate of  Incorporation  of the Corporation is hereby amended
to effect the following  amendments which were set forth in a resolution adopted
by the board of  directors  and  adopted by the  holders  of a  majority  of the
outstanding shares of common stock of the Corporation  entitled to vote thereon,
in  accordance  with the  provisions  of  Section  242 of the  Delaware  General
Corporation  Law: (a) to change the name of the  Corporation and (b) to increase
the number of authorized shares of Common Stock.

      3. To accomplish the first of the foregoing  amendments,  Article First of
the  Certificate  of  Incorporation  is hereby amended to change the name of the
corporation as follows: "The name of the Corporation is PHASE III MEDICAL INC."

      4. To  accomplish  the  second  of the  foregoing  amendments,  the  first
paragraph of Article Fourth of the Certificate of Incorporation,  as amended, is
restated in its entirety as follows :

      FOURTH:  The total number of shares of stock which the  Corporation  shall
have authority to issue is TWO HUNDRED FIFTY FIVE MILLION  (255,000,000)  shares
consisting of (i) Two Hundred Fifty Million (250,000,000) shares of Common Stock
of the par value of $.001 per share and (ii) Five Million  (5,000,000) shares of
Preferred Stock of the par value of $.01 per share.


<PAGE>

      IN WITNESS  WHEREOF,  the undersigned  being a duly elected officer of the
Corporation,  has  executed  this  Certificate  of  Amendment  and  affirms  the
statements herein contained on this 24th day of July, 2003.

                                 CORNICHE GROUP INCORPORATED

                                 By: /s/ Mark Weinreb
                                     -------------------------------------
                                     Mark Weinreb, President and Secretary


