**Exhibit3.2.2**

 

**SECONDAMENDMENT TO CORPORATE BYLAWS**

**OFREFOCUS GROUP, INC.**

 

This Second Amendment toCorporate Bylaws shall amend the Corporate Bylaws (the “Bylaws”) of RefocusGroup, Inc. (the “Corporation”) effective as of March 1, 2005.

 

WHEREAS, the Corporationpreviously amended the Bylaws pursuant to that First Amendment to CorporateBylaws, dated as of July 10, 2003; and

 

WHEREAS, the Board ofDirectors of the Corporation desires to further amend the Bylaws as providedherein.

 

NOW, THEREFORE, in accordancewith the written authorization and approval of the directors of theCorporation, the Bylaws of the Corporation shall be amended as follows.

 

## 1.             Section 2.3 of the Bylaws isdeleted in its entirety and replaced with the following:

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“2.3         **Special Meetings**.  Special meetings of the stockholders, for anypurpose or purposes, may be called by the Board of Directors, the Chairman ofthe Board, any Series A Director (as defined herein), the Chief ExecutiveOfficer, the President or the holders of at least 51% of the outstanding Series A-1 Convertible PreferredStock, Series A-2 Convertible Preferred Stock and Series A-3 Convertible PreferredStock, together as if a single class. The notice of a special meeting shall state the purpose or purposes ofthe proposed meeting and the business to be transacted at any such specialmeeting of stockholders, and shall be limited to the purposes stated in thenotice therefor.  For purposes of theseBylaws “Series A Director” means any Director that was nominatedor appointed by the holders of the outstanding Series A-1 Convertible Preferred Stock,Series A-2 Convertible Preferred Stock and Series A-3 Convertible PreferredStock, together as if a single class, of the Company representinga majority of the shares of capital stock or other securities into which suchshares are convertible.”

 

2.             Subsection (d) of Section 3.7 of the Bylaws is deletedin its entirety and replaced with the following:

 

“(d)         **Special Meetings.**  Special meetings of the Board of Directorsmay be called by the Chairman of the Board, any Series A Director, the ChiefExecutive Officer or the President of the Corporation on notice of two (2) daysto each Director, either personally or by mail, telegram, telex or facsimiletransmission and delivery.  Specialmeetings of the Board of Directors shall also be called by the Chairman of theBoard of Directors or the President or Secretary in like manner and on likenotice on the written request of two (2) Directors that are not Series ADirectors.”

 

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3.             Section3.7 of the Bylaws is hereby by amended to add the following subsection:

 

“(h)         **Quarterly and MonthlyMeetings. **The Board ofDirectors shall hold meetings bi-monthly from March 1, 2005 until March 1, 2006,and thereafter shall hold a meeting at least once per calendar quarter.”

 

The Bylaws, as amendedhereby, shall continue in full force and effect.

 
| Dated  as of March 1, 2005. |                                     |
|-----------------------------|------------------------------------------|
|                        |                                     |
|                        |                                     |
|                        |  /s/ Terence A. Walts               |   |
|                        | Terence A. Walts                         |
|                        | President & Chief  Executive Officer |

 

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