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                                                                     EXHIBIT 3.2


                                CARESIDE, INC.

                          CERTIFICATE OF DESIGNATIONS

                     SERIES A CONVERTIBLE PREFERRED STOCK

                    (Pursuant to Section 151 of the General
                   Corporation Law of the State of Delaware)


          Careside, Inc., a corporation organized and existing under the laws of
the State of Delaware (hereinafter called the "Corporation"), hereby certifies
that pursuant to the authority contained in Article Fourth of the Corporation's
Certificate of Incorporation and in accordance with the provisions of Section
151 of the General Corporation Law of Delaware (the "DGCL") the following
resolution was duly adopted by the Board of Directors of the Corporation at a
meeting duly called and held on June 9, 1999, creating a series of its Preferred
Stock designated as Series A Convertible Preferred Stock (the "Series A
Preferred Stock").

          RESOLVED, that pursuant to the authority granted to and vested in the
Board of Directors of the Corporation (hereinafter called the "Board of
Directors") in accordance with the provisions of the Corporation's Certificate
of Incorporation, as amended to date (hereinafter called the "Certificate of
Incorporation"), the Board of Directors hereby creates a series of Preferred
Stock designated Series A Convertible Preferred Stock and hereby states the
designation and number of shares, and fixes the relative rights, powers and
preferences thereof, and the limitations or restrictions thereof, as follows:

     Section 1.  Series A Preferred Stock.  Of the Five Million (5,000,000)
                 ------------------------
Preferred Shares that the Corporation has authority to issue, 162,914 are hereby
designated shares of Series A Preferred Stock, with a stated value of $7.50 per
share (the :Series A Stated Value").

     Section 2.  Dividends.
                 ---------

          (A)  The holder of each share of Series A Preferred Stock shall be
entitled to receive, when and as declared by the Board of Directors (in its sole
discretion and without any obligation so to declare dividends regardless of the
funds available for that purpose) out of funds legally available for that
purpose, cash dividends equal to ten percent (10%) of the Series A Stated Value
per annum per share.  Dividends shall be cumulative and shall compound on an
annual basis on each anniversary date of the Original Issuance Date (as defined
below), until declared and paid, and shall be payable pro rata for partial year
periods.  Except to the extent paid in conjunction with an Optional Redemption
(as defined below), no dividends shall be paid upon, or declared and set apart
for, any share of Series A Preferred Stock unless at the same time a like
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proportionate dividend shall be paid upon or declared and set apart for all
shares of Series A Preferred Stock then outstanding.

          (B)  No dividends or other distributions of any nature (other than
stock dividends payable in shares of the Common Stock (as defined herein)) shall
be declared and/or paid on any Common Shares, or any other shares ranking junior
to the Series A Preferred Stock unless and until all accrued and unpaid
dividends on the Series A Preferred Stock have been paid in full.

     Section 3.  Rights on Liquidation, Dissolution, Winding Up. In the event of
                 ----------------------------------------------
any liquidation, dissolution or winding up of the Corporation, whether voluntary
or involuntary, the holders of shares of Series A Preferred Stock then
outstanding shall be entitled to be paid out of the assets of the Corporation
available for distribution to its shareholders, whether from capital, surplus or
earnings, before any payment shall be made to the holders of any stock ranking
on liquidation junior to the Series A Preferred Stock (with respect to rights on
liquidation, dissolution or winding up, the shares of Series A Preferred Stock
shall rank senior to all other shares of capital stock of the Corporation,
including, without limitation, Common Shares) an amount equal to the Series A
Stated Value per share, plus all accrued and unpaid dividends thereon (the
"Liquidation Preference"). If upon any liquidation, dissolution or winding up of
the Corporation, the assets of the Corporation available for distribution to its
shareholders shall be insufficient to pay the holders of shares of Series A
Preferred Stock the full amounts to which they respectively shall be entitled,
the holders of shares of Series A Preferred Stock shall share ratably in any
distribution of assets. In the event of any liquidation, dissolution or winding
up of the Corporation, after payment shall have been made to the holders of
shares of Series A Preferred Stock of the full amount to which they shall be
entitled as aforesaid, the holders of any class or classes of stock ranking on
liquidation junior to the Series A Preferred Stock shall be entitled, to the
exclusion of and without participation by the holders of shares of Series A
Preferred Stock, to share, according to their respective rights and preferences,
in all remaining assets of the Corporation available for distribution to its
shareholders.

     Section 4.  Optional Redemption.
                 -------------------

          (A)  At any time, subject to an Optional Redemption Notice (as defined
below), the Corporation may redeem all or any portion of the then outstanding
shares of Series A Preferred Stock (the "Optional Redemption").  In the event
the Corporation redeems a portion of the then outstanding Series A Preferred
Stock, the redemption shall be made pro rata among all of the holders of shares
of Series A Preferred Stock.  The redemption of the Series A Preferred Stock
shall be at a per share redemption price (the "Optional Redemption Price") equal
to the sum of (x) the Corporation's initial public offering price per Unit (as
defined herein) (the "IPO Unit Price"), (y) all accrued and unpaid dividends per
share of outstanding Series A Preferred Stock, such dividends to accrue and be
computed through the date immediately preceding the Redemption Date (as defined
below) and (z) the greater of (A) $0.05 and (B) the difference

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between of the average Market Price (as defined herein) per share of the
Corporation's common stock, $0.01 par value per share (the "Common Stock"), on
the five (5) consecutive trading days immediately preceding the Redemption Date
and the exercise price of the warrants issuable upon conversion of the Series A
Preferred Stock. At any time, following the Original Issuance Date, the
Corporation may deliver to the holders of the Series A Preferred Stock a notice
(the "Optional Redemption Notice") by first-class certified mail, postage
prepaid, to holders of record of the outstanding shares of Series A Preferred
Stock to be redeemed at their respective addresses as the same shall appear on
the books of the Corporation. Such notice shall specify the date on which such
Series A Preferred Stock shall be redeemed (the "Optional Redemption Date"),
which date shall not be fewer than five (5) days thereafter or longer than
ninety (90) days thereafter. The total amount payable per share of Series A
Preferred Stock on the Optional Redemption Date is hereinafter referred to as
the "Optional Redemption Price."

          As used herein, "Market Price" means, with respect to shares of Common
Stock, (a) if the shares are listed or admitted for trading on any trading on
any national securities exchange or included in The Nasdaq National Market or
Nasdaq SmallCap Market, the last reported sales price as reported on such
exchange or market; (b) if the shares are not listed or admitted for trading on
any national securities exchange or included in The Nasdaq National Market or
Nasdaq SmallCap Market, the average of the last reported closing bid and asked
quotation for the shares as reported on the National Association of Securities
Dealers Automated Quotation System ("NASDAQ") or a similar service if NASDAQ is
not reporting such information; (c) if the shares are not listed or admitted for
trading on any national securities exchange or included in The Nasdaq National
Market or Nasdaq SmallCap Market or quoted by NASDAQ or a similar service, the
average of the last reported bid and asked quotation for the shares as quoted by
a market maker in the shares (or if there is more than one market maker, the bid
and asked quotation shall be obtained from two market makers and the average of
the lowest bid and highest asked quotation).  In the absence of any available
public quotations for the Common Stock, the Board shall determine in good faith
the fair value of the Common Stock, which determination shall be set forth in a
certificate of the Secretary of the Corporation.

          (B) The Optional Redemption Price for any shares of Series A Preferred
Stock redeemed pursuant to Section 4(A) on any Optional Redemption Date shall be
payable as follows: on such Optional Redemption Date, the Corporation shall pay
to each holder of shares of Series A Preferred Stock being redeemed the Optional
Redemption Price being paid to such holder for such Series A Preferred Stock in
cash.  Simultaneously with its receipt of such cash payment, each holder of
Series A Preferred Stock shall deliver to the Corporation or its agent the
certificates representing the shares of Series A Preferred Stock being redeemed;
provided, that, upon the payment by the Corporation of the applicable Optional
Redemption Price, all rights in respect of the shares of Series A Preferred
Stock to be redeemed shall cease and terminate, and such shares shall no longer
be deemed to be outstanding, whether or not the certificates representing such
shares have been received by the Corporation.

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          (C) Once redeemed pursuant to the provisions of this Section 4, shares
of Series A Preferred Stock shall be canceled and not subject to reissuance and
such redeemed shares shall, without any action on the part of the Corporation or
the shareholders of the Corporation, be eliminated from the authorized capital
of the Corporation.

          (D) No shares of Series A Preferred Stock shall be entitled to the
benefit of a sinking fund or purchase fund.

     Section 5.  Voting.
                 ------

          (A) In addition to the rights otherwise expressly provided herein or
as provided by any applicable law, subject to the limitations set forth herein,
each share of Series A Preferred Stock shall entitle the holder thereof to one
(1) vote on all matters submitted to a vote of the holders of Common Stock of
the Corporation in the same manner and with the same effect as such holders of
Common Stock, voting together with the holders of Common Stock as one voting
group.  Except as otherwise provided in the Corporation's Certificate of
Incorporation, its bylaws or by applicable law, and subject to the provisions of
Section 5(B) hereof, the holders of Series A Preferred Stock and the holders of
shares of Common Stock shall vote together as one class on all matters submitted
to a vote of holders of Common Stock of the Corporation.

          (B) The holders of Series A Preferred Stock shall vote as a separate
voting group on, and the affirmative vote of a majority of the outstanding
shares of Series A Preferred Stock shall be required to authorize, any action
which would:

              (1)  in any manner alter or change the designation or the powers,
preferences or rights, or the qualifications, limitations or restrictions of the
Series A Preferred Stock (including by merger, consolidation or otherwise,
except in a Fundamental Transaction (as defined in Section 6(F)(2)) in which the
provisions of Section 6(F)(3) are complied with);

              (2)  reclassify Common Shares, or any other shares of any class or
series of capital stock hereinafter created junior to the Series A Preferred
Stock into shares of any class or series of capital stock ranking, either as to
payment of dividends, distribution of assets (upon liquidation, dissolution,
winding up or otherwise) or redemption, prior to or on a parity with the Series
A Preferred Stock; or

              (3)  increase the authorized number of shares of Series A
Preferred Stock.

          (C) If at any time any action is proposed by the Corporation which
requires the affirmative vote of the holders of the Series A Preferred Stock
pursuant to Section 5(B), the Chief Executive Officer (or any other officer) of
the Corporation shall call a special meeting of the holders of Series A
Preferred Stock for the purpose of voting on such proposed action.  Such

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meeting shall be held at the earliest practicable date at such place as
specified in or determined in accordance with the By-laws of the Corporation.
Subject to the provisions of Section 228 of the Delaware General Corporation
Law, any action required or permitted to be taken at any special meeting of the
holders of Series A Preferred Stock may be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the taking of such action without a meeting
by less than unanimous written consent shall be given to those holders of Series
A Preferred Stock who have not consented in writing.

     Section 6.  Conversion into Units.
                 ---------------------

          The holders of shares of Series A Preferred Stock shall have the
following conversion rights:

          (A) Subject to the limitations set forth below, each share of Series A
Preferred Stock shall be convertible at any time commencing six months after the
consummation of the Corporation's initial public offering of the Corporation's
units (the "Units"), each of which Unit consists of one share of Common Stock
and one warrant to purchase one share of Common Stock (the "Warrant"), unless
previously redeemed by the Corporation, into a number of Units equal to (i) the
number of shares of Series A Preferred Stock being converted, plus (ii) a number
of Units equal to the accrued and unpaid dividends in respect of such shares of
Series A Preferred Stock divided by the IPO Unit Price.  Such conversion shall
be effected upon written notice to the Corporation that such holder is
exercising a conversion right pursuant to this Section 6(A) (the "Conversion
Notice").  The Conversion Notice shall be sent by the holder of the Series A
Preferred Stock to the Corporation by first class, certified mail, postage
prepaid.  Conversion effected pursuant to this Section 6(A) shall be deemed to
have been effected on the date the aforesaid delivery is made, and such date is
referred to herein as the AConversion Date."

          (B) Any shares of Series A Preferred Stock which have been converted
shall be canceled and all dividends on converted shares shall cease to accrue
and the certificates representing shares of Series A Preferred Stock so
converted shall represent the right to receive (i) such number of Units into
which such shares of Series A Preferred Stock are convertible, plus (ii) cash
payable for any fractional Unit.  The Board shall at all times, so long as any
shares of Series A Preferred Stock remain outstanding, reserve a sufficient
number of authorized but unissued shares of Common Stock to be issued in
satisfaction of the aforesaid conversion rights and privileges.

          (C) Following exercise of the conversion rights pursuant to Sections
6(A) or (B), the holder of any shares of Series A Preferred Stock so converted
shall promptly deliver to the Corporation during regular business hours, at the
office of any transfer agent of the

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Corporation for the Series A Preferred Stock, or at such other place as may be
designated by the Corporation, the certificate or certificates for the shares to
be converted, duly endorsed or assigned in blank or to the Corporation (if
required by it), or if the holder notifies the Corporation or its transfer agent
that such certificate or certificates have been lost, stolen or destroyed, upon
the execution and delivery of an agreement satisfactory to the Corporation to
indemnify the Corporation from any losses incurred by it in connection
therewith, accompanied by written notice stating the name or names (with
address) in which the certificate or certificates for the Common Stock and
Warrants included in Units are to be issued. As promptly as practicable
thereafter, the Corporation shall (x) issue and deliver to or upon the written
order of such holder, to the place designated by such holder, a certificate or
certificates for the number of full Common Shares and Warrants included in Units
to which such holder is entitled and a check or cash in respect of any
fractional interest in a Unit as provided in Section 6(D) hereof. Each person in
whose name the certificate or certificates for Common Shares and Warrants
included in Units are to be issued shall be deemed to have become a shareholder
of record on the applicable Conversion Date unless the transfer books of the
Corporation are closed on that date, in which event such holder shall be deemed
to have become a shareholder of record on the next succeeding date on which the
transfer books are open, but the number of Units into which each share of Series
A Preferred Stock shall be converted is that number which was in effect on the
applicable Conversion Date. Upon conversion of only a portion of the number of
shares covered by a certificate representing shares of Series A Preferred Stock
surrendered for conversion, or upon the written order of the holder of the
certificate so surrendered for conversion, the Corporation shall issue and
deliver, at the expense of the Corporation, a new certificate covering the
number of shares of Series A Preferred Stock, representing the unconverted
portion of the certificate so surrendered, which new certificate shall entitle
the holder thereof to dividends on the shares of Series A Preferred Stock,
represented thereby to the same extent as if the certificate theretofore
covering such unconverted shares had not been surrendered for conversion.

          (D) No fractional Units shall be issued upon conversion of shares of
Series A Preferred Stock.  If more than one share of Series A Preferred Stock
shall be surrendered for conversion at any one time by the same holder, the
number of full Units issuable upon conversion thereof shall be computed on the
basis of the aggregate number of shares of Series A Preferred Stock so
surrendered.  Instead of any fractional Units which would otherwise be issuable
upon conversion of any shares of Series A Preferred Stock, the Corporation shall
pay a cash adjustment in respect of such fractional interest in an amount equal
to the Fair Market Value of the Common Shares on the Conversion Date multiplied
by such fractional interest.  Fractional interests shall not be entitled to
dividends, and the holders of fractional interests shall not be entitled to any
rights as shareholders of the Corporation in respect of such fractional
interests.

          (E) The conversion rights for the Series A Preferred Stock shall be
subject to adjustment from time to time as follows:

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          (1) If, at any time after the Original Issuance Date, the number of
Common Shares outstanding is increased by a stock dividend payable in Common
Shares or other distribution of Common Shares to holders of Common Shares or by
a subdivision or split-up of Common Shares, or the number of Common Shares
outstanding is decreased by a combination of the outstanding Common Shares, the
number of Units which the holder of Series A Preferred Stock would otherwise
have been entitled to upon exercise of the Conversion Right shall be
appropriately adjusted so that the holder of any Series A Preferred Stock
thereafter surrendered for conversion shall be entitled to receive the number
and kind of Units which such holder would have owned or have been entitled to
receive after the happening of such event had such Series A Preferred Stock been
converted immediately prior to the record date (or if no record date has been
established in connection with such event, the effective date) for such event.
An adjustment pursuant to this Section 6(E)(1) shall become effective
immediately after the record date in the case of a stock dividend or
distribution and shall become effective immediately after the effective date in
the case of a subdivision or combination.

          (2) In case, at any time after the Original Issuance Date of any
reorganization of the Corporation, reclassification of the stock of the
Corporation (other than a change in par value or from par value to no par value
or from no par value to par value or as a result of a stock dividend or
subdivision, split-up or combination of shares), or the merger or consolidation
of the Corporation into or with another corporation, or the merger or
consolidation of any other corporation into or with the Corporation, in which
such consolidation or merger the shareholders of the Corporation receive
distributions of cash or securities as a result of such consolidation or merger
(other than a consolidation or merger in which the Corporation is the continuing
corporation and which does not result in any change in the Common Shares), or in
the case of any share exchange pursuant to which all of the outstanding Common
Shares are converted into other securities or property (any such reorganization,
reclassification, merger, consolidation or share exchange being called a
"Fundamental Transaction"), the Corporation shall make appropriate provision or
cause appropriate provision to be made so that holders of each share of Series A
Preferred Stock then outstanding shall have the right thereafter to convert such
share of Series A Preferred Stock into the kind and amount of shares of stock
and other securities and property receivable upon such Fundamental Transaction
by a holder of the number of Units into which such share of Series A Preferred
Stock would have been converted immediately prior to the effective date of such
Fundamental Transaction.  If in connection with any such Fundamental
Transaction, each holder of Common Shares is entitled to elect to receive either
securities, cash or other assets upon completion of such Fundamental
Transaction, the Corporation shall provide or cause to be provided to each
holder of Series A Preferred Stock the right to elect the securities, cash or
other assets into which the Series A Preferred Stock held by such holder shall
be convertible after completion of any such Fundamental Transaction on the same
terms and subject to the same conditions applicable to holders of the Common
Stock (including, without limitation, notice of the right to elect, limitations
on the period in which such election shall be made and the effect of failing to
exercise the election).  The Corporation shall not effect any such Fundamental
Transaction unless the provisions of this paragraph have been

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complied with. The above provisions shall similarly apply to successive
Fundamental Transactions.

          (3) All calculations under this Section 6(E) shall be made to the
nearest one-hundreth (1/100) of a Unit.

          (4) In any case in which the provisions of this Section 6(E) shall
require that an adjustment shall become effective immediately after a record
date for an event, the Corporation may defer until the occurrence of such event
(i) issuing to the holder of any share of Series A Preferred Stock converted
after such record date and before the occurrence of such event the additional
Units issuable upon such conversion by reason of the adjustment required by such
event over and above the Units issuable upon such conversion before giving
effect to such adjustment and (ii) paying to such holder any amount in cash in
lieu of a fractional Unit pursuant to Section 6(D); provided, however, that the
                                                    --------  -------
Corporation shall deliver to such holder a due bill or other appropriate
instrument evidencing such holder's right to receive such additional Units, and
such cash, upon the occurrence of the event requiring such adjustment.

          (5) Whenever the number of Units into which the Series A Preferred
Stock is convertible shall be adjusted as provided herein, the Corporation shall
forthwith file, at the office of the transfer agent for the Series A Preferred
Stock or at such other place as may be designated by the Corporation, a
statement, signed by a senior officer and its independent certified public
accountants, showing in reasonable detail the facts requiring such adjustment
and the number of shares of Units into which the Series A Preferred Stock can be
converted after such adjustment. The Corporation shall also cause a copy of such
statement to be sent by mail, first class certified mail, return receipt
requested, postage prepaid, to each holder of shares of any Series A Preferred
Stock at his address appearing on the Corporation's records. Notwithstanding the
foregoing notice provisions, failure of the Corporation to give such notice or a
defect in such notice shall not affect the binding nature of such corporate
action of the Corporation.

          (6) In the event the Corporation shall propose to take any action of
the types described in Section 6(E)(1) or (2) hereof, the Corporation shall give
notice to each holder of shares of Series A Preferred Stock in the manner set
forth in this Section 6(E)(6), which notice shall specify the record date, if
any, with respect to any such action and the date on which such action is to
take place. Such notice shall also set forth such facts with respect thereto as
shall be reasonably necessary to indicate the effect of such action (to the
extent such effect may be known at the date of such notice) on the number of
Units or cash or other securities into which the Series A Preferred will be
convertible. In the case of any action which would require the fixing of a
record date, such notice shall be given at least twenty (20) days prior to the
date so fixed, and in case of all other action, such notice shall be given at
least thirty (30) days prior to the taking of such proposed action. Failure to
give such notice, or any defect therein, shall not affect the legality or
validity of any such action.

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          (7)  The Corporation shall pay all documentary, stamp or other
transactional taxes attributable to the issuance or delivery of Units upon
conversion of shares of Series A Preferred Stock; provided, however, that the
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Corporation shall not be required to pay any taxes which may be payable in
respect of any transfer involved in the issuance or delivery of any certificate
for such shares in a name other than that of the holder of the shares of Series
A Preferred Stock in respect of which such shares are being issued.

          (8)  The Corporation shall reserve and at all times from and after the
Original Issuance Date keep reserved free from preemptive rights, out of its
authorized but unissued Common Shares, solely for the purpose of effecting the
conversion of the shares of Series A Preferred Stock sufficient shares to
provide for the conversion of all outstanding shares of Series A Preferred
Stock.

          (9)  All Common Shares which may be issued in connection with the
conversion provisions set forth herein will, upon issuance by the Corporation,
be validly issued, fully paid and nonassessable and free from all taxes, liens
or charges with respect thereto.

          (10) Once converted pursuant to the provisions hereof, shares of
Series A Preferred Stock so converted shall be canceled and not subject to
reissuance, and such converted shares shall, without any action on the part of
the Corporation or the shareholders of the Corporation, be eliminated from the
authorized capital of the Corporation.

     (F)  The term "Original Issuance Date" shall mean with respect to the
Series A Preferred Stock, June ___, 1999.

     (G)  The "Fair Market Value" of Common Shares on any day means: (a) if the
principal market for the Common Shares is The New York Stock Exchange, American
Stock Exchange or any other national securities exchange or The Nasdaq National
Market, the closing sales price of the Common Shares on such day as reported by
such exchange or market, or on a consolidated tape reflecting transactions on
such exchange or market, or (b) if the principal market for the Common Shares is
not a national securities exchange or The Nasdaq National Market and
transactions in the Common Shares are quoted on the National Association of
Securities Dealers Automated Quotations System, the mean between the closing bid
and the closing asked prices for the Common Shares on such day as quoted on such
System, or (c) if transactions in the Common Shares are not quoted on the
National Association of Securities Dealers Automated Quotations System, the
price therefor reported by the National Quotation Bureau, Inc.; provided that if
none of (a), (b) or (c) above is applicable, or if no trades have been made or
no quotes are available for such day, the Fair Market Value of the Common Shares
shall be determined, in good faith, by the Board of Directors of the
Corporation.

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          IN WITNESS WHEREOF, this Certificate of Designations is executed on
behalf of the Company by its Chairman of the Board of Directors and Chief
Executive Officer and attested by its Secretary this 18th day of June, 1999.


Attest:


                                /s/ W. Vickery Stoughton
                              ---------------------------------------
                              Chairman of the Board of Directors and
                              Chief Executive Officer


 /s/ Thomas G. Grove
-------------------------------------
Secretary

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