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Exhibit 3.2
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
It is hereby certified:
1. The name of the corporation is Image Technology Laboratories, Inc.
(the "Corporation") .
2. The certificate of incorporation of the corporation is hereby
amended by deleting Article Four thereof and substituting in lieu of said
Article the following new Article:
FOUR: The total number of shares of capital stock which this
corporation shall have authority to issue is 55,000,000 shares, consisting of
two classes of capital stock:
(a) 50,000,000 shares of Common Stock, par value $.01 per
share (the "'Common Shares").
(b) 5,000,000 shares of Preferred Stock, par value $.01 per
share (the "Series a Preferred Stock") . The Series A Preferred stock shall be
non-convertible, non-redeemable stock and shall carry one vote per share. The
Series A Preferred Stock shall be alike in all other respects to the Common
Stock.
The board of directors of the corporation shall have the
authority, without further action by the holders of the outstanding common
stock, to issue other preferred stock from time to time in one or more
additional classes or series, to modify or fix the number of shares constituting
any class or series and the stated value thereof, it different from the par
value, and to modify or fix the terms of any such series or c-lass, including
dividend rights, dividend rates, conversion or exchange rights, voting rights
and terms of redemption (including sinking fund provisions), the redemption
price and the liquidation preference of such class or series.
3. The amendment of the certificate of incorporation herein certified
has been duly adopted in accordance with the provisions of Sections 228 and 242
of the General Corporation Law of the State of Delaware.
Signed on December 23, 1999.
/s/ David Ryon
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David Ryon, M.D.
President
