EXHIBIT 3.2

                           CERTIFICATE OF DESIGNATION
                       TO THE CERTIFICATE OF INCORPORATION
                                       OF
                                SURGILIGHT, INC.

     SurgiLight, Inc., a corporation existing under the laws of the State of
Delaware, pursuant to Section 151 of the Delaware General Corporation Act,
hereby amends it Articles of Incorporation as follows:

     1.   Article IV of the Articles of Incorporation is hereby amended to add a
new paragraph 4 to read as follows:

          4.   Series A Convertible Preferred Stock. The corporation
     hereby designates 3,000,000 shares of its authorized but unissued
     Preferred Stock as Series A Convertible Preferred Stock ("Series
     A Preferred Stock"), which Series A Preferred Stock shall have
     the following terms, preferences, limitations and relative
     rights:

               (a) Voting. The Series A Preferred Stock shall be
     nonvoting, and the holders thereof shall not be entitled to vote
     on any issue coming before the shareholders of the corporation.

               (b) Dividends. Each holder of record of shares of
     Series A Preferred Stock shall be entitled to share pro rata in
     such dividends and other distributions as the Board of Directors
     may declare from time to time out of funds legally available
     therefore. Dividends declared on Series A Preferred Stock shall
     not be paid in preference to any dividends on Common Stock.

               (c) Conversion.

                   (i) Conversion by Holder. Each share of Series A
     Preferred Stock shall be convertible, at the option of the holder
     thereof, at any time after July 1, 2002 and continuing through
     5:00 p.m., eastern standard time on November 30, 2003, at the
     office of the corporation or any transfer agent for such stock,
     into shares of the corporation's Common Stock at the conversion
     rate set forth in subsection 4(c)(iii) below ("Conversion Rate").
     All declared but unpaid dividends on each share of Series A
     Preferred Stock at the time of conversion shall, at the option of
     the holder thereof, be paid in full in cash on the conversion
     date. Before any holder of shares of Series A Preferred Stock
     shall be entitled to convert the same into shares of Common Stock
     pursuant to this subparagraph 4(c), such holder shall surrender
     the certificate or certificates representing such shares thereof,
     duly endorsed, at the office of the corporation or any transfer
     agent for such stock, and shall give written notice to the
     corporation at such office that he elects to convert the same.
     Such notice shall specify the effective date of the conversion
     that shall be no later than, and no earlier than five (5) days
     immediately preceding, the date of surrender of the
     certificate(s) for the Shares of Series A Preferred Stock to be
     converted ("Effective Date"). The corporation shall, as soon as
     practicable thereafter (but in no event later than five (5) days)
     and at its expense, issue and deliver at such office to such
     holder a certificate or certificates for the number of shares of
     Common Stock to which he shall be entitled. The person or persons

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     entitled to receive the shares of Common Stock issuable upon such
     conversion shall be treated for all purposes as the record holder or
     holders of such shares of Common Stock on such date.

                    (ii) Automatic Conversion. Any share of Series A
     Preferred Stock that has not been converted by the holder of
     record thereof into shares of Common Stock on or before November
     30, 2003 automatically shall be converted into shares of common
     stock on November 30, 2003 at the rate specified in subparagraph
     4(c)(iii) below. The corporation shall mail notice of any such
     automatic conversion postage pre-paid, on or before December 31,
     2003, at such holder's address as it shall appear on the books of
     the corporation. Such notice shall specify the conversion rate
     determined pursuant to subparagraph 4(c)(iii) below and shall
     state the number of shares of Common Stock into which such
     holder's shares if Series A Preferred Stock have been converted.
     Upon such automatic conversion, the Series A Preferred Stock
     shall be deemed no longer to be outstanding, the right to further
     dividends thereon shall cease and all rights with respect to such
     Series A Preferred Stock shall forthwith terminate, except for
     the right to the holders thereof to receive the shares of Common
     Stock reserved for exchange therewith upon such conversion. All
     of the procedures for exchange shall be equivalent to those for
     conversion as set forth in subparagraph 4(c)(i) above. If any
     holder of record of any such shares shall not have surrendered
     for conversion any certificate for his shares of Series A
     Preferred Stock for exchange with Common shares then, on and
     after November 30, 2003, notwithstanding that any certificate for
     Series A Preferred Stock so called for automatic conversion shall
     not have been surrendered for cancellation, the shares
     represented thereby shall be deemed no longer to be outstanding,
     the right to further dividends thereon shall cease, and all
     rights with respect to such Series A Preferred Stock shall
     forthwith terminate, except for the right to the holders thereof
     to receive the shares of Common Stock into which such shares of
     Series A Preferred Stock have been converted. Common shares shall
     be set aside in amounts sufficient to effect the exchange.

                    (iii) Conversion Rate. If conversion is effected
     at the option of the Holder pursuant to subparagraph (c)(i)
     above, then the number of shares of Common Stock issuable upon
     conversion of each share of Series A Preferred Stock into Common
     Stock of the corporation shall be equal to $1.50 divided by an
     amount equal to eighty-five percent (85%) of the average of the
     closing "bid" prices as quoted on the NASD Over-The-Counter
     Bulletin Board ("OTCBB") for the corporation's Common Stock for
     the ten (10) trading days immediately prior to the Effective Date
     of conversion. In the event of automatic conversion pursuant to
     subparagraph 4(c)(ii) above, the number of shares of Common Stock
     issuable upon conversion of each share of Series A Preferred
     Stock shall be equal to $1.50 divided by an amount equal to
     eighty-five percent (85%) of the average of the closing "bid"
     prices for the corporation's Common Stock as quoted on the NASD
     OTCBB for the ten (10) trading days immediately preceding
     November 30, 2003. Fractional shares shall be treated as set
     forth in subparagraph 4(c)(ix). The conversion rate shall be
     subject to adjustment as set forth in subparagraph 4(f).

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                    (iv) Adjustments for Reorganization,
     Reclassification, Exchange and Substitution. In case of any
     reorganization or any reclassification of the capital stock of
     the corporation, any consolidation or merger of the corporation
     with or into another corporation or corporations, or the
     conveyance of all or substantially all of the assets of the
     corporation to another corporation, the Conversion Rate for
     Series A Preferred Stock then in effect shall, concurrently with
     the effectiveness of such reorganization or reclassification, be
     proportionately adjusted such that Series A Preferred Stock shall
     be convertible into, in lieu of the number of shares of Common
     Stock which the holders would otherwise have been entitled to
     receive, a number of shares of such other class or classes of
     stock or other securities or property equivalent to the number of
     shares of Common Stock that would have been subject to receipt by
     the holders upon conversion of Series A Preferred Stock
     immediately before such event; and, in any such case, appropriate
     adjustment (as determined by the Board) shall be made in the
     application of the provisions herein set forth with respect to
     the rights and interest thereafter of the holders of Series A
     Preferred Stock, to the end that the provisions set forth herein
     shall thereafter be applicable, as nearly as reasonably may be,
     in relation to any shares of stock or other property thereafter
     deliverable upon the conversion of Series A Preferred Stock.

                    (v) No Impairment. The corporation will not, by
     amendment of its Certificate of Incorporation or through any
     reorganization, transfer of assets, consolidation, merger,
     dissolution, issue or sale of securities or any other voluntary
     action, avoid or seek to avoid the observance or performance of
     any of the terms to be observed or performed hereunder by the
     corporation, but will at all times in good faith assist in the
     carrying out of all the provisions of this subparagraph 4(c) and
     in the taking of all such action as may be necessary or
     appropriate in order to protect the Conversion Rights of the
     holders of Series A Preferred Stock against impairment.

                    (vi) Notices of Record Date. In the event of any
     taking by the corporation of a record of the holders of any class
     of securities for the purpose of determining the holders thereof
     who are entitled to receive any dividend or other distribution,
     any security or right convertible into or entitling the holder
     thereof to receive Common Stock, or any right to subscribe for,
     purchase or otherwise acquire any shares of stock of any class or
     any other securities or property, or to receive any other right,
     the corporation shall mail to each holder of Series A Preferred
     Stock at least ten (10) days prior to the date specified therein
     a notice specifying the date on which any such record is to be
     taken for the purpose of such dividend, distribution, security or
     right, and the amount and character of such dividend,
     distribution, security or right.

                    (vii) Issue Taxes. The corporation shall pay any
     and all issue and other taxes that may be payable in respect of
     any issue or delivery of shares of Common Stock on conversion of
     shares of Series A Preferred Stock pursuant hereto; provided,
     however, that the corporation shall not be obligated to pay any
     transfer taxes resulting from any transfer requested by any
     holder in connection with any such conversion.

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                    (viii) Reservation of Stock Issuable Upon
     Conversion or Exchange. The corporation shall at all times
     reserve and keep available out of its authorized but unissued
     shares of Common Stock, solely for the purpose of effecting the
     conversion of the shares of Series A Preferred Stock, such number
     of its shares of Common Stock as shall from time to time be
     sufficient to effect the conversion of all outstanding shares of
     Series A Preferred Stock; and if at any time the number of
     authorized but unissued shares of Common Stock shall not be
     sufficient to effect the conversion or exchange of all then
     outstanding shares of Series A Preferred Stock, the corporation
     will take such corporate action as may, in the opinion of its
     counsel, be necessary to increase its authorized but unissued
     shares of Common Stock to such number of shares as shall be
     sufficient for such purpose.

                    (ix) Fractional Shares. No fractional share shall
     be issued upon the conversion or exchange of any share or shares
     of Series A Preferred Stock. All shares of Common Stock
     (including fractions thereof) issuable upon conversion of a
     holder's Series A Preferred Stock shall be aggregated for
     purposes of determining whether the conversion or exchange would
     result in the issuance of any fractional share. If, after the
     aforementioned aggregation, the conversion or exchange would
     result in the issuance of a fraction of a share of Common Stock,
     the corporation shall, in lieu of issuing any fractional share,
     round each fractional share to the nearest whole share.

               (d) Notices. Any notice required by the provisions of
     Paragraph 4(c) to be given to the holders of shares of Series A
     Preferred Stock shall be deemed given upon confirmed transmission
     by facsimile or telecopy or upon deposit in the United States
     mail, postage prepaid, and addressed to each holder of record at
     its address appearing on the books of the corporation.
     Notwithstanding the foregoing, if a shareholder to whom notice is
     to be given has an address of record which is outside of the
     United States, then any notice to such shareholder under this
     paragraph 4(d) shall be deemed given upon confirmed transmission
     by facsimile or telecopy or ten (10) days after deposit in the
     United States mail, postage prepaid, and addressed to such holder
     at its address appearing on the books of the corporation.

               (e) Liquidation. The holders of record of shares of
     Series A Preferred Stock shall be entitled to receive, upon any
     voluntary or involuntary liquidation, dissolution or winding up
     of the corporation, Two Dollars and Fifty Cents ($1.50) per share
     plus the amount of all dividends declared and unpaid with respect
     to the Series A Preferred Stock as of the date thereof
     ("Liquidation Amount"), prior to any distribution to the holders
     of Common Stock. If, in any such case, the assets of the
     corporation are insufficient to make such payments in full, then
     the available assets will be distributed among the holders of
     Series A Preferred Stock ratably in proportion to the full amount
     to which each such holder would have been entitled had the assets
     of the corporation been sufficient to make such payments in full.
     The holders of record of Series A Preferred Stock shall not be
     entitled to any distribution of assets remaining after payment in
     full of the Liquidation Amount.

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               (f) Registration Rights. The corporation shall use its
     best efforts to file with the Securities and Exchange Commission
     ("SEC") on or before September 1, 2001 one or more registration
     statements under the Securities Act of 1933, as amended (the
     "Act"), on Form SB-2 or such other form as is permitted for
     registration of the shares of Common Stock issuable upon
     conversion of the Series A Preferred Stock ("Conversion Shares").
     The corporation will give written notice by registered mail at
     least twenty (20) days prior to the filing of each such
     registration statement to each holder of record of the Series A
     Preferred Stock and holders of Conversion Shares issued due to
     conversion of the Series A Preferred Stock, of its intention to
     do so. Upon the written request of any holder of the Series A
     Preferred Stock and the holder of Conversion Shares given within
     ten (10) days after receipt of any such notice of its or their
     desire to include any such Conversion Shares in such proposed
     registration statement, the corporation shall afford such holders
     the opportunity to have any such Conversion Shares registered
     under such registration statement. The corporation agrees to use
     its best efforts to cause the above filing to become effective on
     or before July 1, 2002 and remain effective for no less than
     twelve (12) months. The registration rights described in this
     subparagraph (f) shall terminate at such time as the Conversion
     Shares are saleable in one or more transactions pursuant to Rule
     144(k) of the Act.

     The corporation may require each selling holder to promptly
     furnish in writing to the corporation such information regarding
     the distribution of the Conversion Shares by such selling holder
     as the corporation may from time to time reasonably request and
     such other information as may be legally required in connection
     with such registration including, without limitation, an such
     information as may be requested by the SEC or the National
     Association of Security Dealers, Inc. The corporation may exclude
     from such registration any holder who fails to provide such
     information.

     2. The foregoing Certificate was adopted on May 17, 2001, by the unanimous
written consent of the Board of Directors of the corporation pursuant to Section
141 of the Delaware General Corporation Law.

     3. Except as modified hereby, the Certificate of Incorporation of the
corporation remains in full force and effect.

     Dated this 17th day of May, 2001.

                                            SURGILIGHT, INC.


                                            By:  /s/  J. T. Lin
                                               -------------------------------
                                                      J. T. Lin, President