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                                                                     Exhibit 3.2

                           CERTIFICATE OF DESIGNATION

        ESTABLISHING SERIES A PREFERRED STOCK, SERIES B PREFERRED STOCK,
                          AND SERIES C PREFERRED STOCK

                                       OF

                                  ZANNWELL INC.

To the Secretary of State of the State of Nevada:

      Pursuant to the provisions of Section 78.1955 of the Nevada Revised
Statutes, the undersigned corporation submits the following statement for the
purpose of the establishment and designation of a series of shares of preferred
stock and fixing and determining the relative rights and preferences thereof:

      A. The name of the corporation is ZannWell Inc. (the "COMPANY").

      B. The following resolutions fixing and determining the relative rights
and preferences of the Company's Series A Preferred Stock, Series B Preferred
Stock, and Series C Preferred Stock were duly adopted by the Board of Directors
of the Company on July 12, 2004:

      WHEREAS, the Company has the authority to issue 900,000,000 shares of
common stock, par value $0.001 per share (the "COMMON STOCK") and 50,000,000
shares of preferred stock, par value $0.001 per share (the "PREFERRED STOCK");
and

      WHEREAS, the Company desires to designate three series of the Preferred
Stock to be known as "SERIES A PREFERRED STOCK," "SERIES B PREFERRED STOCK," and
"SERIES C PREFERRED STOCK," respectively; and

      WHEREAS, the Series A Preferred Stock will consist of 20,000,000 shares,
the Series B Preferred Stock will consist of 10,000,000 shares, and the Series C
Preferred Stock will consist of 20,000,000 shares;

      NOW, THEREFORE, it is hereby resolved that the Company does hereby create
the Series A, B, and C Preferred Stock which shall be composed of 50,000,000
shares of the Preferred Stock, and which Series A, B, and C Preferred Stock
shall have the following relative rights and preferences:

      1. DIVIDENDS. Except as provided herein, the holders of outstanding shares
of the Series A, B, and C Preferred Stock shall be entitled to receive cash,
stock, or other property, as dividends when, as, and if declared by the Board of
Directors of the Company. If shares of the Series A, B, and C Preferred Stock or
the Common Stock are to be issued as a dividend, any such shares shall be issued
at Market Value. "Market Value" for the Common Stock for the purposes of this
Certificate of Designation shall mean the average of the bid and ask prices for
the Common Stock for the five business days preceding the declaration of a
dividend by the Board of Directors. "Market Value" with respect to any shares of
the Series A, B, and C Preferred Stock shall be as determined by the Board of
Directors, whose decision shall be final and binding on all parties.

      2. REDEMPTION RIGHTS. Subject to the applicable provisions of Nevada law,
the Company, at the option of its directors, and with the consent of a majority
of the stockholders of the Series A, B, and C Preferred Stock, may at any time
or from time to time redeem the whole or any part of the outstanding Series A,
B, and C Preferred Stock. Any such redemption shall be pro rata with respect to
all of the holders of the Series A, B, and C Preferred Stock. Upon redemption,
the Company shall pay for each share redeemed the amount of $0.001 per share,
payable in cash, plus a premium to compensate the original purchaser(s) for the
investment risk and cost of capital equal to the greater of (a) $0.25 per share,
or (b) an amount per share equal to 50 percent of the market capitalization of
the Company on the date of notice of such redemption divided by the number of
the shares of the Series A, B, and C Preferred Stock then issued and outstanding
(the "REDEMPTION Premium"), the redemption amount and the Redemption Premium
hereinafter being referred to as the "REDEMPTION PRICE." Such redemption shall
be on an all-or-nothing basis.

      At least 30 days previous notice by mail, postage prepaid, shall be given
to the holders of record of the Series A, B, and C Preferred Stock to be
redeemed, such notice to be addressed to each such stockholder at the address of
such holder appearing on the books of the Company or given by such holder to the
Company for the purpose of notice, or if no such address appears or is given, at
the place where the principal office of the Company is located. Such notice
shall state the date fixed for redemption and the redemption price, and shall
call upon the holder to surrender to the Company on said date at the place
designated in the notice such holder's certificate or certificates representing
the shares to be redeemed. On or after the date fixed for redemption and stated
in such notice, each holder of Series A, B, and C Preferred Stock called for
redemption shall surrender the certificate evidencing such shares to the Company
at the place designated in such notice and shall thereupon be entitled to
receive payment of the redemption price. If less than all the shares represented
by any such surrendered certificate are redeemed, a new certificate shall be
issued representing the unredeemed shares. If such notice of redemption shall
have been duly given, and if on the date fixed for redemption funds necessary
for the redemption shall be available therefor, notwithstanding that the
certificates evidencing any Series A, B, and C Preferred Stock called for
redemption shall not have been surrendered, the dividends with respect to the
shares so called for redemption shall forthwith after such date cease and
determine, except only the right of the holders to receive the redemption price
without interest upon surrender of their certificates therefor.

      If, on or prior to any date fixed for redemption of Series A, B, and C
Preferred Stock, the Company deposits, with any bank or trust company as a trust
fund, a sum sufficient to redeem, on the date fixed for redemption thereof, the
shares called for redemption, with irrevocable instructions and authority to the
bank or trust company to give the notice of redemption thereof (or to complete
the giving of such notice if theretofore commenced) and to pay, or deliver, on
or after the date fixed for redemption or prior thereto, the redemption price of
the shares to their respective holders upon the surrender of their share
certificates, then from and after the date of the deposit (although prior to the
date fixed for redemption), the shares so called shall be redeemed and any
dividends on those shares shall cease to accrue after the date fixed for
redemption. The deposit shall constitute full payment of the shares to their
holders, and from and after the date of the deposit the shares shall no longer
be outstanding and the holders thereof shall cease to be stockholders with
respect to such shares, and shall have no rights with respect thereto except the
right to receive from the bank or trust company payment of the redemption price
of the shares without interest, upon the surrender of their certificates
therefor. Any interest accrued on any funds so deposited shall be the property
of, and paid to, the Company. If the holders of Series A, B, and C Preferred
Stock so called for redemption shall not, at the end of six years from the date
fixed for redemption thereof, have claimed any funds so deposited, such bank or
trust company shall thereupon pay over to the Company such unclaimed funds, and
such bank or trust company shall thereafter be relieved of all responsibility in
respect thereof to such holders and such holders shall look only to the Company
for payment of the redemption price.

      3. LIQUIDATION RIGHTS. Upon the dissolution, liquidation or winding up of
the Company, whether voluntary or involuntary, the holders of the then
outstanding shares of Series A, B, and C Preferred Stock shall be entitled to
receive out of the assets of the Company the sum of $0.001 per share (the
"LIQUIDATION RATE") before any payment or distribution shall be made on the
Common Stock, or any other class of capital stock of the Company ranking junior
to the Series A, B, and C Preferred Stock.

            (a) The sale, conveyance, exchange or transfer (for cash, shares of
      stock, securities or other consideration) of all or substantially all the
      property and assets of the Company shall be deemed a dissolution,
      liquidation or winding up of the Company for purposes of this Paragraph 3,
      but the merger, consolidation, or other combination of the Company into or
      with any other corporation, or the merger, consolidation, or other
      combination of any other corporation into or with the Company, shall not
      be deemed a dissolution, liquidation or winding up, voluntary or
      involuntary, for purposes of this Paragraph 3. As use herein, the "merger,
      consolidation, or other combination" shall include, without limitation, a
      forward or reverse triangular merger, or stock exchange of the Company and
      any of its subsidiaries with any other corporation.

            (b) After the payment to the holders of shares of the Series A, B,
      and C Preferred Stock of the full preferential amounts fixed by this
      Paragraph 3 for shares of the Series A, B, and C Preferred Stock, the
      holders of the Series A, B, and C Preferred Stock as such shall have no
      right or claim to any of the remaining assets of the Company.

            (c) In the event the assets of the Company available for
      distribution to the holders of the Series A, B, and C Preferred Stock upon
      dissolution, liquidation or winding up of the Company shall be
      insufficient to pay in full all amounts to which such holders are entitled
      pursuant to this Paragraph 3, no distribution shall be made on account of
      any shares of a class or series of capital stock of the Company ranking on
      a parity with the shares of the Series A, B, and C Preferred Stock, if
      any, upon such dissolution, liquidation or winding up unless proportionate
      distributive amounts shall be paid on account of the shares of the Series
      A, B, and C Preferred Stock, ratably, in proportion to the full
      distributive amounts for which holders of all such parity shares are
      respectively entitled upon such dissolution, liquidation or winding up.

      4. CONVERSION OF SERIES A PREFERRED STOCK. At any time, the holder of
shares of the Series A Preferred Stock shall have the right, at such holder's
option, to convert any number of shares of the Series A Preferred Stock into
shares of the Common Stock. Such right to convert shall commence as of the date
the shares of such Series A Preferred Stock are issued to such holder (the
"ISSUE DATE") and shall continue thereafter for a period of 10 years, such
period ending on the 10th anniversary of the Issue Date. In the event that the
holder of the Series A Preferred Stock elects to convert such shares into Common
Stock, the holder shall have 60 days from the date of such notice in which to
tender his shares of Series A Preferred Stock to the Company. Any such
conversion shall be upon the other following terms and conditions:

            (a) CONVERSION RIGHT. Subject to adjustment as provided herein, each
      share of the Series A Preferred Stock shall be convertible into 10 fully
      paid and nonassessable shares of the Common Stock (the "CONVERSION RATE").

            (b) ADJUSTMENT OF CONVERSION RATE FOR DILUTION AND OTHER EVENTS. In
      order to prevent dilution of the rights granted to the holders of shares
      of the Series A Preferred Stock, the Conversion Rate will be subject to
      adjustment from time to time as follows:

                  (i) ADJUSTMENT OF CONVERSION RATE UPON SUBDIVISION OF
            COMBINATION OF THE COMMON STOCK. If the Company at any time
            subdivides the Common Stock (by any stock split, stock dividend,
            recapitalization or otherwise) into a greater number of shares, the
            Conversion Rate in effect immediately prior to such subdivision will
            be proportionately reduced. If the Company at any time combines the
            Common Stock (by combination, reverse stock split or otherwise) into
            a smaller number of shares, the Conversion Rate in effect
            immediately prior to such combination will be proportionately
            increased.

                  (ii) REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER
            OR SALE. Any recapitalization, reorganization, reclassification,
            consolidation, merger, or other similar transaction which is
            effected in such a way that holders of the Common Stock are entitled
            to receive (either directly or upon subsequent liquidation) stock,
            securities or assets with respect to or in exchange for the Common
            Stock is referred to herein as an "Organic Change." Prior to the
            consummation of any Organic Change, the Company will make
            appropriate provision, in form and substance satisfactory to the
            holders of a majority of the outstanding shares of the Series A
            Preferred Stock, to ensure that each of the holders of shares of the
            Series A Preferred Stock will thereafter have the right to acquire
            and receive in lieu of or in addition to, as the case may be, the
            shares of the Common Stock immediately theretofore acquirable and
            receivable upon the conversion of such holder's Series A Preferred
            Stock, such shares of stock, securities or assets as may be issued
            or payable with respect to or in exchange for the number of shares
            of the Common Stock immediately theretofore acquirable and
            receivable upon the conversion of such holder's shares of the Series
            A Preferred Stock had such Organic Change not taken place. In any
            such case, the Company will make appropriate provision, in form and
            substance satisfactory to the holders of a majority of the
            outstanding shares of the Series A Preferred Stock, with respect to
            such holders' rights and interests to ensure that the provisions of
            this paragraph and paragraph 4(c) below will thereafter be
            applicable to the Series A Preferred Stock. The Company will not
            effect any such consolidation or merger, unless prior to the
            consummation thereof the successor entity resulting from such
            consolidation or merger, if other than the Company, assumes, by
            written instrument, in form and substance satisfactory to the
            holders of a majority of the outstanding shares of the Series A
            Preferred Stock, the obligation to deliver to each holder of shares
            of the Series A Preferred Stock such shares of stock, securities or
            assets as, in accordance with the foregoing provisions, that such
            holder may be entitled to acquire.

                  (iii) NOTICES. Immediately upon any adjustment of the
            Conversion Rate, the Company will give written notice of such
            adjustment to each holder of shares of the Series A Preferred Stock,
            setting forth in reasonable detail and certifying the calculation of
            such adjustment. The Company will give written notice to each holder
            of shares of the Series A Preferred Stock at least 20 days prior to
            the date on which the Company closes its books or takes a record
            with respect to any dividend or distribution upon the Common Stock,
            or with respect to any pro rata subscription offer to holders of the
            Common Stock. The Company will also give written notice to each
            holder of shares of the Series A Preferred Stock at least 20 days
            prior to the date on which any Organic Change, dissolution or
            liquidation will take place.

            (c) PURCHASE RIGHTS. If at any time the Company grants, issues or
      sells any options, convertible securities or rights to purchase stock,
      warrants, securities or other property pro rata to the record holders of
      the Common Stock (the "PURCHASE RIGHTS"), then each holder of shares of
      the Series A Preferred Stock will be entitled to acquire, upon the terms
      applicable to such Purchase Rights, the aggregate Purchase Rights which
      such holder could have acquired if such holder had held the number of
      shares of the Common Stock acquirable upon complete conversion of the
      holder's shares of the Series A Preferred Stock immediately before the
      date on which a record is taken for the grant, issuance or sale of such
      Purchase Rights, or, if no such record is taken, the date as of which the
      record holders of the Common Stock are to be determined for the grant,
      issue or sale of such Purchase Rights.

            (d) MECHANICS OF CONVERSION. To convert shares of the Series A
      Preferred Stock into full shares of the Common Stock on any date (the
      "CONVERSION DATE"), the holder thereof shall (i) deliver or transmit by
      facsimile to the Company, for receipt on or prior to 11:59 p.m., Pacific
      Time, on the Conversion Date, a copy of a fully executed notice of
      conversion in the form attached hereto as ATTACHMENT A (the "CONVERSION
      NOTICE"), and (ii) surrender to a common carrier for delivery to the
      Company as soon as practicable following such date, the certificates (each
      a "PREFERRED STOCK CERTIFICATE") representing the shares of the Series A
      Preferred Stock being converted, or an indemnification undertaking with
      respect to such shares in the case of the loss, theft or destruction
      thereof, and the originally executed Conversion Notice. Upon receipt by
      the Company of a facsimile copy of a Conversion Notice, the Company shall
      immediately send, via facsimile, a confirmation of receipt of such
      Conversion Notice to such holder. Within five business days of the
      Company's receipt of the originally executed Conversion Notice and the
      holder's Preferred Stock Certificate(s), the Company shall issue and
      surrender to a common carrier for overnight delivery to the address as
      specified in the Conversion Notice, a certificate, registered in the name
      of the holder or its designee, for the number of shares of the Common
      Stock to which the holder is entitled.

            (e) RECORD HOLDER. The person or persons entitled to receive shares
      of the Common Stock issuable upon conversion of shares of the Series A
      Preferred Stock shall be treated for all purposes as the record holder or
      holders of such shares of the Common Stock on the Conversion Date.

            (f) FRACTIONAL SHARES. The Company shall not be required to issue
      any fraction of a share of the Common Stock upon any conversion. All
      shares of the Common Stock, including fractions thereof, issuable upon
      conversion of more than one share of the Series A Preferred Stock shall be
      aggregated for purposes of determining whether the conversion would result
      in the issuance of a fraction of a share of the Common Stock. If, after
      such aggregation, the issuance would result in the issuance of a fraction
      of it share of the Common Stock, the Company shall round such fraction of
      a share of the Common Stock up or down to the nearest whole share.

            (g) REISSUANCE OF CERTIFICATES. In the event of a conversion of less
      than all of the shares of the Series A Preferred Stock represented by a
      particular Preferred Stock Certificate, the Company shall promptly cause
      to be issued and delivered to the holder of such Series A Preferred Stock
      a new Series A Preferred Stock Certificate representing the remaining
      shares of the Series A Preferred Stock which were not corrected.

      5. RESERVATION OF SHARES. The Company shall, so long as any of the shares
of the Series A Preferred Stock are outstanding, reserve and keep available out
of its authorized and unissued shares of the Common Stock, solely for the
purpose of effecting the conversion of the shares of the Series A Preferred
Stock, the number of shares of the Common Stock as shall from time to time be
sufficient to affect the conversion of all of the outstanding shares of the
Series A Preferred Stock.

      6. NO CONVERSION RIGHTS FOR THE SERIES B AND SERIES C PREFERRED STOCK. The
Series B and C Preferred Stock shall not have any conversion rights into shares
of the Common Stock.

      7. PREFERRED STATUS. The rights of the shares of the Common Stock shall be
subject to the preferences and relative rights of the shares of the Series A, B,
and C Preferred Stock. Without the prior written consent of the holders of not
less than two-thirds (2/3) of the outstanding shares of the Series A, B, and C
Preferred Stock, the Company shall not hereafter authorize or issue additional
or other capital stock that is of senior or equal rank to the shares of the
Series A, B, and C Preferred Stock in respect of the preferences as to
distributions and payments upon the liquidation, dissolution and winding up of
the Company described in Paragraph 3 above.

      8. RESTRICTION ON DIVIDENDS. If any shares of the Series A, B, and C
Preferred Stock are outstanding, the Company shall not, without the prior
written consent of the holders of not less than two-thirds (2/3) of the then
outstanding shares of the Series A, B, and C Preferred Stock, directly or
indirectly declare, pay or make any dividends or other distributions upon any of
the Common Stock. Notwithstanding the foregoing, this paragraph shall not
prohibit the Company from declaring and paying a dividend in cash with respect
to the shares of the Common Stock so long as the Company simultaneously pays
each holder of shares of the Series A, B, and C Preferred Stock an amount in
cash equal to the amount such holder would have received had all of such
holder's shares of the Series A, B, and C Preferred Stock been converted to
shares of the Common Stock on the business day prior to the record date for any
such dividend.

      9. VOTE TO CHANGE THE TERMS OF THE SERIES A, B, AND C PREFERRED STOCK.
Without the prior written consent of the holders of not less than two-thirds
(2/3) of the outstanding shares of the Series A, B, and C Preferred Stock, the
Company shall not amend, alter, change or repeal any of the powers,
designations, preferences and rights of the Series A, B, and C Preferred Stock.

      10. LOST OR STOLEN CERTIFICATES. Upon receipt by the Company of evidence
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Preferred Stock Certificates representing shares of the Series A, B, and C
Preferred Stock, and, in the case of loss, theft or destruction, of any
indemnification undertaking or bond, in the Company's discretion, by the holder
to the Company and, in the case of mutilation, upon surrender and cancellation
of the Preferred Stock Certificate(s), the Company shall execute and deliver new
Series A, B, and C Preferred Stock Certificate(s) of like tenor and date;
provided, however, the Company shall not be obligated to re-issue Series A, B,
and C Preferred Stock Certificates if the holder thereof contemporaneously
requests the Company to convert such shares of the Series A, B, and C Preferred
Stock into the Common Stock.

      11. VOTING. On all matters submitted to a vote of the holders of the
Common Stock, including, without limitation, the election of directors:

            (a) The Series A Preferred Stock will have no voting rights, prior
      to conversion into shares of the Common Stock.

            (b) A holder of shares of the Series B Preferred Stock shall be
      entitled to one vote per share held by such holder at the record date for
      the determination of stockholders entitled to vote on such matters.

            (c) A holder of shares of the Series C Preferred Stock shall be
      entitled to 100 votes per share held by such holder at the record date for
      the determination of stockholders entitled to vote on such matters.

            (d) If no such record date is established, the date to be used for
      the determination of the stockholders entitled to vote on such matters
      shall be the date on which notice of the meeting of stockholders at which
      the vote is to be taken is marked, or the date any written consent of
      stockholders is solicited if the vote is not to be taken at a meeting. The
      holders of Series B and C Preferred Stock shall not vote as a separate
      class, but shall vote with the holders of the Common Stock.

      RESOLVED FURTHER, that the appropriate officers of the Company are hereby
authorized and directed, for and on behalf of the Company, to prepare and file
all necessary instruments as may be required by law to carry out the terms of
the foregoing resolution.

Dated: July 12, 2004

                                    ZANNWELL INC.

                                     /s/ Robert C. Simpson
                                    ----------------------------------------
                                    By:  Robert C. Simpson, Ph.D., President
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