**Exhibit 3.2**

** **

**CERTIFICATEOF AMENDMENT**

**OF**

**CERTIFICATEOF INCORPORATION**

**OF**

**SCIENTIO,INC.**

 

 

Scientio,Inc., a corporation organized and existing under and by virtue of the GeneralCorporation Law of the State of Delaware, DOES HEREBY CERTIFY:

 

FIRST:                    That the Board of Directors of saidcorporation, by the unanimous written consent of the members of the Board,adopted a resolution proposing and declaring advisable the following amendmentsto the Certificate of Incorporation of said corporation:

 

RESOLVED,that Article First of the Certificate of Incorporation of the corporationbe and it hereby is amended in its entirety to read as follows:

 

FIRST: The name of the corporation is:   MediCor Ltd.

 

RESOLVED,that Article Fourth of the Certificate of Incorporation of the corporationbe and it hereby is amended in its entirety to read as follows:

 

FOURTH:  The corporation is authorized toissue two classes of stock, designated “Common Stock” and “Preferred Stock,”respectively.   The number of shares ofCommon Stock the corporation is authorized to issue is 100,000,000, par value$.001 per share, and the number of shares of Preferred Stock the corporation isauthorized to issue is 20,000,000, par value $.001 per share.

 

The Preferred Stock maybe issued from time to time in one or more series.  The Preferred Stock may be divided into such number of series asthe Board of Directors may determine. The Board of Directors is authorized to designate and to fix the numberof shares of any such series of Preferred Stock and to determine and alter therights, preferences, privileges and restrictions granted to or imposed upon anywholly unissued series of Preferred Stock. The Board of Directors, within the limits and restrictions stated in anyresolution or resolutions of the Board of Directors originally fixing thenumber of shares constituting any series, may increase or decrease (but notbelow the number of shares of such series then outstanding or reserved forissuance upon conversion of such series) the

 

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number of shares of anyseries subsequent to the issue of shares of that series.

 

RESOLVED,that Article Sixth, Section (1) of the Certificate of Incorporationof the corporation be and it hereby is amended in its entirety to read asfollows:

 

(1)          Board of Director provisions:

 

(a)          The number of directors of the corporation shall be not less than four(4) nor more than seven (7) and the Board of Directors of this corporation maywithin the limits specified by this Section 1(a), Article Sixth,increase or decrease the exact number of directors from time to time byresolution duly adopted by such Board. No decrease in the number of directors shall have the effect ofshortening the term of any incumbent director. Election of directors need not be by written ballot unless the By-lawsof the corporation so provide. Vacancies existing in the Board of Directors for any reason, and anydirectorships resulting from any increase in the authorized number ofdirectors, may be filled between annual meetings of stockholders only by theBoard of Directors acting according to the procedures for the filling ofvacancies set forth in the By-laws of the corporation.

 

(b)         The Board of Directors shall be divided into three classes consistingof as nearly equal numbers of directors as possible, and designated Class A,Class B and Class C.  The term of officeof Class A directors shall expire at the first annual meeting of stockholdersafter the initial appointment of the directors for such class, and each thirdannual meeting of stockholders thereafter; the term of office of Class Bdirectors shall expire at the second annual meeting of stockholders followingthe initial appointment of the directors for such class, and each third annualmeeting of stockholders thereafter; and the term of office of Class C directorsshall expire at the third annual meeting of stockholders following the initialappointment of the directors for such class, and each third annual meeting ofstockholders thereafter.  Upon effectivenessof this Article the directors then in office shall by resolution of theBoard of Directors select which of such directors shall be Class A directors,Class B directors and Class C directors. Directors added to the board of directors between annual meetings ofstockholders by reason of an increase in the authorized number of directorsshall belong to the class

 

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designated by the Board of Directors; providedhowever that the number of board seats designated to belong to Class A, Class Band Class C must be as nearly equal in number as possible.  Stockholders may effect the removal of adirector only for cause.  This provisionshall supersede any provision to the contrary in the corporation’s By-laws.

 

(c)          Any director elected for a term longer than one year cannot be removedfrom office in connection with a Change in Control of the corporation afterMarch 1, 2003.

 

For purposes of this Article Fourth:

 

A “Change in Control” shall be deemed to haveoccurred if any “person” (as such term is used in Section 13(d) of theSecurities and Exchange Act of 1934, as amended (the “Exchange Act”), otherthan the corporation or any person who on the date hereof is a director orofficer of the corporation or whose shares of the corporation are treated as“beneficially owned” (as defined in Rule 13d-3 under the Exchange Act) by anysuch director or officer, is or becomes the beneficial owner, directly orindirectly, without the prior written approval of the majority of the WholeBoard, of securities of the corporation representing 20 percent or more of thecombined voting power of the corporation’s then outstanding securities.

 

RESOLVED,that Section (5) shall be added to Article Sixth of the Certificateof Incorporation of the corporation and shall read as follows:

 

(5) Subject to the rights ofthe holders of any series of Preferred Stock, special meetings of stockholdersof the corporation may be called only (i) by the Chairman of the Board, (ii) bythe Board of Directors pursuant to a resolution adopted by a majority of theWhole Board, or (iii) by the stockholders of the corporation pursuant to aresolution adopted by the holders of a majority of the voting power of theshares of the then outstanding voting stock of the corporation voting togetheras a single class.

 

For purposes of this Article Sixth:

 

“Whole Board” means the total number of directorswhich this corporation would have if there were no vacancies.

 

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RESOLVED,that Article Tenth shall be added to the Certificate of Incorporation ofthe corporation and shall read as follows:

 

TENTH: Notwithstanding any other provisions of the Certificate of Incorporationor the By-laws of the corporation (and notwithstanding the fact that a lesserpercentage may be specified by law, this Certificate of Incorporation or theBy-laws of the corporation), the affirmative vote of the holders of 80% or moreof the voting power of the shares of the then outstanding voting stock of thecorporation, voting together as a single class, shall be required to amend orrepeal, or adopt any provisions inconsistent with Articles Fourth or Sixth orthis Article Tenth of this Certificate of Incorporation.

 

SECOND:               That in lieu of a meeting and vote ofstockholders entitled to vote, the stockholders entitled to vote have givenwritten consent to said amendments in accordance with the provisions ofSection 228 of the General Corporation Law of the State of Delaware.

 

THIRD:                  That the aforesaid amendments were dulyadopted in accordance with applicable provisions of Sections 141, 228 and 242of the General Corporation Law of the State of Delaware.

 

INWITNESS WHEREOF, Scientio, Inc., has caused this certificate to be executed byits duly authorized officer this 24th day of February, 2003.

 
|   | SCIENTIO,  INC.,        |
|--------|-------------------------|
|   | a  Delaware corporation |
|   |                    |
|   |                    |
|   | By:                     | /s/  Jim J.  McGhan |   |
|   |                    | Jim J. McGhan |
|   |                    | Chief Operating Officer |

 

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