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Exhibit 3.2

CERTIFICATE OF DESIGNATION
 
OF
 
SERIES A PREFERRED STOCK
 
OF
 
ORTHOLOGIC CORP.

The undersigned, being the President of OrthoLogic Corp. (the
Corporation), a corporation organized and existing under the Delaware General
Corporation Law, hereby certifies that, pursuant to the provisions of Section
151 of the Delaware General Corporation Law, the Board of Directors of the
Corporation duly adopted the following resolution on July 1, 2003, which
resolution remains in full force and effect as of the date hereof:

Series A Preferred Stock

RESOLVED, that the Board of Directors of the Corporation,
pursuant to authority vested in it by the provisions of the
Corporations Amended and Restated Certificate of Incorporation
(the Charter), hereby establishes a series of the Preferred
Stock, par value $.0005 per share, of the Corporation and fixes
the number of shares of such series and the powers, designations,
preferences and relative, participating, optional or other rights
of such series, and the qualifications, limitations or
restrictions thereof, as follows:

The first series of Preferred Stock, par value $.0005 per
share, of the Corporation shall be, and hereby is, designated
Series A Preferred Stock (the Series A Shares), and the number
of shares constituting such series shall be Five Hundred Thousand
(500,000). The relative rights and preferences of the Series A
Shares shall be as follows:

Section A.      Dividends and Distributions.

(1)      Subject to the prior and superior rights of the holders of any
shares of any series of stock prior and superior to the Series A Shares
with respect to dividends, the holders of Series A Shares, in preference
to the holders of Common Stock, par value $.0005 per share, of the
Corporation (the Common Stock) and of any other junior stock, shall be
entitled to receive, when and as declared by the Board of Directors, out
of any funds lawfully available therefor, cash dividends thereon, payable
quarterly, from the date of issuance thereof, upon the tenth days of
January, April, July and October in each year (each such date being
referred to herein as a Quarterly Dividend Payment Date), commencing on
the first Quarterly Dividend Payment Date after the first issuance of a
Series A Share, in an amount per share (rounded to the nearest cent)
equal to the greater of (a) $10.00 or (b) subject to the provisions for
adjustment hereinafter set forth, 100 times the aggregate per share
amount of all cash dividends, and 100 times the aggregate per share
amount (payable in kind) of all non-cash dividends or other
distributions, other than a dividend or distribution payable in shares of
Common Stock or a subdivision of





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the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock since the immediately preceding
Quarterly Dividend Payment Date or, with respect to the first Quarterly
Dividend Payment Date, since the first issuance of any Series A Share.
In the event the Corporation shall at any time after March 12, 1997 (i)
declare any dividend on the Common Stock payable in shares of Common
Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each
such case the amounts to which holders of Series A Shares were entitled
immediately prior to such event under clause (a) and clause (b) of the
preceding sentence shall be adjusted by multiplying each such amount by a
fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately
prior to such event.

(2)      The Corporation shall declare a dividend or distribution on the
Series A Shares as provided in paragraph (1) of this Section immediately
after it declares a dividend or distribution on the Common Stock (other
than a dividend or distribution payable in shares of Common Stock);
provided, however, that, in the event no dividend or distribution shall
have been declared on the Common Stock during the period between any
Quarterly Dividend Payment Date and the next subsequent Quarterly
Dividend Payment Date, a dividend of $10.00 per share on the Series A
Shares shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date; and provided further, that nothing contained in
this paragraph (2) shall be construed so as to conflict with any
provision relating to the declaration of dividends contained in the
Charter.

(3)      Dividends shall begin to accrue and be cumulative on outstanding
Series A Shares from the Quarterly Dividend Payment Date next preceding
the date of issue of such Series A Shares, unless the date of issue of
such shares is prior to the record date for the first Quarterly Dividend
Payment Date, in which case dividends on such shares shall begin to
accrue from the date of issue of such shares, or unless the date of issue
is a Quarterly Dividend Payment Date or is a date after the record date
for the determination of holders of Series A Shares entitled to receive a
quarterly dividend and before such Quarterly Dividend Payment Date, in
either of which events such dividends shall begin to accrue and be
cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid
dividends shall not bear interest. Dividends paid on the Series A Shares
in an amount less than the total amount of such dividends at the time
accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding. The
Board of Directors may fix a record date for the determination of holders
of Series A Shares entitled to receive payment of a dividend or
distribution declared thereon.

Section B.      Redemption. The Series A Shares are not redeemable.

Section C.      Liquidation, Dissolution or Winding Up. In the event of the
voluntary or involuntary liquidation of the Corporation the preferential
amount that the holders of the Series A Shares shall be entitled to receive
out of the assets of the Corporation shall be $100.00 per share plus all
accrued and unpaid dividends thereon.

(1)      Upon any liquidation, dissolution or winding up of the
Corporation, no

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distribution shall be made to the holders of shares of stock ranking
junior (upon liquidation, dissolution or winding up) to the Series A
Shares unless, prior thereto, the holders of Series A Shares shall have
received $100.00 per share, plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date
of such payment (the Series A Liquidation Preference). Following the
payment of the full amount of the Series A Liquidation Preference, no
additional distributions shall be made to the holders of Series A Shares
unless, prior thereto, the holders of shares of common stock shall have
received an amount per share (the Common Adjustment) equal to the
quotient obtained by dividing (i) the Series A Liquidation Preference by
(ii) 100 (as appropriately adjusted as set forth in paragraph (3) of this
Section C to reflect such events as stock splits, stock dividends and
recapitalizations with respect to the Common Stock) (such number in
clause (ii), the Adjustment Number). Following the payment of the full
amount of the Series A Liquidation Preference and the Common Adjustment
in respect of all outstanding Series A Shares and Common Stock,
respectively, holders of Series A Shares and holders of shares of Common
Stock shall receive their ratable and proportionate share of the
remaining assets to be distributed in the ratio of the Adjustment Number
to one with respect to the Series A Shares and Common Stock, on a per
share basis, respectively.

(2)      In the event, however, that there are not sufficient assets
available to permit payment in full of the Series A Liquidation
Preference and the liquidation preferences of all other series of
preferred stock, if any, that rank on a parity with the Series A Shares,
then all such available assets shall be distributed ratably to the
holders of the Series A Shares and the holders of such parity shares in
proportion to their respective liquidation preferences. In the event,
however, that there are not sufficient assets available to permit payment
in full of the Common Adjustment, then any such remaining assets shall be
distributed ratably to the holders of Common Stock.

(3)      In the event the Corporation shall at any time after March 12,
1997 (i) declare any dividend on Common Stock payable in shares of Common
Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each
such case the Adjustment Number in effect immediately prior to such event
shall be adjusted by multiplying such Adjustment Number by a fraction,
the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately
prior to such event.

Section D.      Sinking Fund. The Preferred Shares shall not be entitled to the
benefit of any sinking fund for the redemption or

purchase of such shares.

Section E.      Conversion.

(1)      Subject to paragraph (2) of this Section E, the Preferred Shares
shall not be convertible.

(2)      In case the Corporation shall enter into any consolidation,
merger, combination or other transaction in which the shares of Common
Stock are exchanged for or changed into other stock or securities, cash
and/or any other property, then in any such case the Series A Shares
shall at the same time be similarly exchanged or changed in an

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amount per share (subject to the provision for adjustment
hereinafter set forth) equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case
may be, into which or for which each share of Common Stock is changed or
exchanged. In the event the Corporation shall at any time declare or pay
any dividend on the Common Stock payable in shares of Common Stock, or
effect a subdivision or combination or consolidation of the outstanding
shares of Common Stock (by reclassification or otherwise) into a greater
or lesser number of shares of Common Stock, then in each such case the
amount set forth in the preceding sentence with respect to the exchange
or change of Series A Shares shall be adjusted by multiplying such amount
by a fraction, the numerator of which is the number of shares of Common
Stock outstanding immediately after such event, and the denominator of
which is the number of shares of Common Stock that were outstanding
immediately prior to such event.

Section F.      Voting Rights.

(1)      The holders of Series A Shares shall have no voting rights
except as provided by Delaware statutes or by paragraph (2) of this
Section F.

(2)      So long as any Series A Shares shall be outstanding, and in
addition to any other approvals or consents required by law, without the
consent of the holders of 66-2/3% of the Series A Shares outstanding as
of a record date fixed by the Board of Directors, given either by their
affirmative vote at a special meeting called for that purpose, or, if
permitted by law, in writing without a meeting:

(i)      The Corporation shall not sell, transfer or lease all or
substantially all the properties and assets of the Corporation;
provided, however, that nothing herein shall require the consent of
the holders of Series A Shares for or in respect of the creation of
any mortgage, pledge, or other lien upon all or any part of the
assets of the Corporation.

(ii)      The Corporation shall not effect a merger or
consolidation with any other corporation or corporations unless as
a result of such merger or consolidation and after giving effect
thereto holders of Series A Shares are entitled to receive a per
share amount and type of consideration equal to 100 times the per
share amount and type of consideration received by holders of
shares of Common Stock, or (1) either (A) the Corporation shall be
the surviving corporation or (B) if the Corporation is not the
surviving corporation, the successor corporation shall be a
corporation duly organized and existing under the laws of any state
of the United States of America or the District of Columbia, and
all obligations of the Corporation with respect to the Series A
Shares shall be assumed by such successor corporation, (2) the
Series A Shares then outstanding shall continue to be outstanding
and (3) there shall be no alteration or change in the designation
or the preferences, relative rights or limitations applicable to
outstanding Series A Shares prejudicial to the holders thereof.

(iii)      The Corporation shall not amend, alter or repeal any of
the provisions of its Certificate of Incorporation in any manner
that adversely affects the relative rights, preferences or
limitations of the Series A Shares or the holders thereof.

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Section G.      Certain Restrictions.

(1)      Whenever quarterly dividends or other dividends or distributions
payable on the Series A Shares as provided in Section A are in arrears,
thereafter and until all accrued and unpaid dividends and distributions,
whether or not declared, on Series A Shares outstanding shall have been
paid in full, the Corporation shall not:

(i)      declare or pay dividends on, make any other distributions
on, or redeem or purchase or otherwise acquire for consideration
any shares of stock ranking junior (as to dividends) to the Series
A Shares;

(ii)      declare or pay dividends on or make any other
distributions on any shares of stock ranking on a parity (as to
dividends) with the Series A Shares, except dividends paid ratably
on the Series A Shares and all such parity stock on which dividends
are payable or in arrears in proportion to the total amounts to
which the holders of all such shares are then entitled;

(iii)      redeem or purchase or otherwise acquire for
consideration shares of any stock ranking junior (as to dividends)
to the Series A Shares; provided, however, that the Corporation may
at any time redeem, purchase or otherwise acquire shares of any
such junior stock in exchange for shares of any stock of the
Corporation, ranking junior (as to dividends) to the Series A
Shares; and

(iv)      purchase or otherwise acquire for consideration any
Series A Shares, or any shares of stock ranking on a parity (as to
dividends) with the Series A Shares, except in accordance with a
purchase offer made in writing or by publication (as determined by
the Board of Directors) to all holders of such shares upon such
terms as the Board of Directors, after consideration of the
respective annual dividend rates and other relative rights and
preferences of the respective series and classes, shall determine
in good faith will result in fair and equitable treatment among the
respective series or classes.

(2)      The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares
of stock of the Corporation unless the Corporation could, under paragraph
(1) of this Section G, purchase or otherwise acquire such shares at such
time and in such manner.

Section H.      Fractional Shares. The Corporation may issue fractions and
certificates representing fractions of Series A Shares in integral multiples of
1/100th of a Series A Share, or in lieu thereof, at the election of the Board
of Directors of the Corporation at the time of the first issue of any Series A
Shares, evidence such fractions by depositary receipts, pursuant to an
appropriate agreement between the Corporation and a depositary selected by it,
provided that such agreement shall provide that the holders of such depositary
receipts shall have all rights, privileges and preferences to which they would
be entitled as beneficial owners of Series A Shares. In the event that
fractional Series A Shares are issued, the holders thereof shall have all the
rights provided herein for holders of full Series A Shares in the proportion
that such fraction bears to a full share.

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IN WITNESS WHEREOF,the Corporation has executed this Certificate of
Designation as of this 24 day of September, 2003.

ORTHOLOGIC CORP./s/ Thomas R. TrotterThomas R. Trotter, President


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