EXHIBIT
3.1(b)




Articles
of Amendment




to




Articles
of Incorporation




of




Health
Discovery Corporation




1.          The
name of the corporation is Health Discovery Corporation.




2.          The
Articles of Incorporation of Health Discovery Corporation are hereby amended to
insert a new Section 2B – Series B Preferred Stock, as follows:




Section 2B. Series B
Preferred Stock


1.
            Designation.




The
shares of such series shall be designated as Series B Preferred Stock (the
“Series B Preferred Stock”) and the number of shares constituting the Series B
Preferred Stock shall be 13,750,000.


2.
            Dividend
      Rights.




Subject
to the rights of the Series A Holders, the Series B Preferred Stock shall have
the following dividend rights:




(a)          Annual
Dividends:     The Corporation shall not
declare, pay or set aside any dividends on shares of any class or series of
capital stock of the Corporation (other than dividends on shares of Common Stock
payable in shares of Common Stock) other than with respect to the Series A
Preferred Stock unless the holders of the Series B Preferred Stock then
outstanding shall first receive, or simultaneously receive, a dividend on each
outstanding share of Series B Preferred Stock in an amount at least equal to (i)
in the case of a dividend on Common Stock or any class or series that is
convertible into Common Stock, that dividend per share of Series B Preferred
Stock as would equal the product of (A) the dividend payable on each share of
such class or series determined, if applicable, as if all such shares of such
class or series had been converted into Common Stock and (B) the number of
shares of Common Stock issuable upon conversion of a share of Series B Preferred
Stock, in each case calculated on the record date for determination of holders
entitled to receive such dividend or (ii) in the case of a dividend on any class
or series that is not convertible into Common Stock, at a rate per share of
Series B Preferred Stock determined by dividing the amount of the dividend
payable on each share of such class or series of capital stock by the original
issuance price of such class or series of capital stock and multiplying such
fraction by an amount equal to $0.08per share (subject to
appropriate adjustment in the event of any stock dividend, stock split,
combination or other similar recapitalization affecting such shares) (such
amount, as so adjusted from time to time, being hereinafter referred to as the
“Series B Original Issue Price”).







(b)          The
Series B Preferred Stock shall also accrue dividends at the rate of 10% of the
Series B Original Issue Price per year, which shall be satisfied by the fifth
anniversary of the issuance of the Series B Preferred Stock (the “Original
Issue Date”) by the Corporation’s issuance of the number of shares of Common
Stock equal to such accrued dividends divided by the average closing price of
the Corporation’s Common Stock as reported on the Over-the-Counter-Bulletin
Board or other exchange on which the Corporation’s Common Stock trades during
the prior ten business days or by the payment of cash, as the Company may
determine in its sole discretion. Subject to the limitations set forth in this
Section 2(b) and applicable law, as long as the Series B Preferred Stock remain
outstanding, the Company shall pay the holders of the Series B Preferred Stock a
special dividend equal to 10% of Company Net Revenue collected beginning with
the Original Issue Date and ending on the date the Series B Preferred Stock
cease to be outstanding (the “Cash Bonus”). Company Net Revenue will include,
but not be limited to, revenue derived from development fees, license fees and
royalties paid to the Company and revenue collected as a result of the sale of
any asset of the Company or distributions from SVM Capital, LLC (each a “Revenue
Contract”), but shall not include the proceeds of any capital infusions from the
exercise of outstanding options or warrants or as a result of any capital raise
undertaken by the Company. At any time following the Original Issue Date, the
Company may satisfy the special dividend right in its entirety if the aggregate
payments made to the Series B Holders is equal to that value which provides an
internal annual rate of return of twenty percent (20%) on the Series B Preferred
Stock. The maximum Cash Bonus to be paid each year shall be the aggregate Series
B Original Issue Price, and no amounts in excess of such amount shall accrue or
carry-over to subsequent years. The term “Company Net Revenue” means gross
revenues collected under the Revenue Contracts, reduced by the amount of any
out-of-pocket costs or expenses that are directly related to obtaining,
negotiating or documenting the Revenue Contracts and the performance of such
Revenue Contracts, regardless of when such expenses were incurred; provided,
however, no portion of the general Company overhead, including the salaries of
Company employees, shall reduce Company Net Revenue unless any such cost or
expense is an explicit element of a Revenue Contract. The amount of any
dividends shall be reduced proportionately if the maximum number of shares of
Series B Preferred Stock are not sold in this offering and as shares of Series B
Preferred Stock cease to remain outstanding and shall be limited to the Series B
Original Issue Price. No dividends will be made if, after the payment of such
dividend, the Company would not be able to pay its debts as they become due in
the usual course of business, or the Corporation’s total assets would be less
than the sum of its total liabilities plus the amount that would be needed, if
the Company were to be dissolved, to satisfy the preferential rights upon the
dissolution to shareholders whose preferential rights are superior to those
receiving the dividend.


3.
            Voting
      Rights.




Each
share of Series B Preferred Stock shall be entitled to vote on all matters
submitted to a vote of the shareholders of the Corporation and each share shall
have a number of votes equal to the same number of shares of Common Stock into
which it is then convertible. Except as otherwise provided herein, in any other
amendment to the Articles of Incorporation of the Corporation creating a series
of Preferred Stock or any similar stock, or by law, the holders of Series A
Preferred Stock, Series B Preferred Stock, Common Stock and any other capital
stock of the Corporation having general voting rights shall vote together as one
class on all matters submitted to a vote of shareholders of the
Corporation.


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4.
              Liquidation
      Rights.




(a)          Payments to Holders of
Series B Preferred Stock. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, subsequent to the
payment of the Series A Liquidation Amount to the Series A Holders, the holders
of shares of Series B Preferred Stock then outstanding shall be entitled to be
paid out of the assets available for distribution to its shareholders (on a pari
passu basis with the holders of any class or series of stock ranking on
liquidation on a parity with the Series B Preferred Stock), and before any
payment shall be made to the holders of Common Stock or any other class or
series of stock ranking on liquidation junior to the Series B Preferred Stock
(such Common Stock and other stock being collectively referred to as “Junior
Stock”) by reason of their ownership thereof, an amount equal to the greater of
(i) two times the Series B Original Issue Price, plus any accrued but
unpaid dividends, or (ii) such amount per share as would have been payable
had each such share been converted into Common Stock pursuant to Section 5
immediately prior to such liquidation, dissolution or winding up (the amount
payable pursuant to this sentence is hereinafter referred to as the “Series B
Liquidation Amount”). If upon any such liquidation, dissolution or winding up of
the Corporation the remaining assets available for distribution to its
shareholders shall be insufficient to pay the holders of shares of Series B
Preferred Stock and any class or series of stock ranking on liquidation on a
parity with the Series B Preferred Stock the full aforesaid preferential amount
to which they shall be entitled, the holders of shares of Series B Preferred
Stock and any class or series of stock ranking on liquidation on a parity with
the Series B Preferred Stock shall share ratably in any distribution of the
remaining assets available for distribution in proportion to the respective
amounts which would otherwise be payable in respect of the shares held by them
upon such distribution if all amounts payable on or with respect to such shares
were paid in full.




(b)          Payments to Holders of
Junior Stock. After the payment of all preferential amounts required to
be paid to the Series B Holders and any other class or series of stock of the
Corporation ranking on liquidation senior to or on a parity with the Series B
Preferred Stock, the holders of shares of Junior Stock then outstanding shall be
entitled to receive the remaining assets of the Corporation available for
distribution to its shareholders as otherwise set forth in this Articles of
Incorporation.




(c)          Deemed Liquidation
Events.




(i)          The
following events shall be deemed to be a liquidation of the Corporation for
purposes of this Section 4 (a “Deemed Liquidation Event”), unless the holders of
a majority of the Series B Preferred Stock elect otherwise by written notice
given to the Corporation at least five (5) days prior to the effective date of
any such event:




(A)        a
merger, consolidation or share exchange in which




(1)          the
Corporation is a constituent party, or


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(2)           a
subsidiary of the Corporation is a constituent party and the Corporation issues
shares of its capital stock pursuant to such merger, consolidation or share
exchange, except any such merger, consolidation or share exchange involving the
Corporation or a subsidiary in which the shares of capital stock of the
Corporation outstanding immediately prior to such merger, consolidation or share
exchange continue to represent, or are converted or exchanged for shares of
capital stock which represent, immediately following such merger, consolidation
or share exchange at least a majority, by voting power, of the capital stock of
(1) the surviving or resulting corporation or (2) if the surviving or resulting
corporation is a wholly owned subsidiary of another corporation immediately
following such merger, consolidation or share exchange, the parent corporation
of such surviving or resulting corporation (provided that, for
the purpose of this Subsection 4(c)(i),
all shares of Common Stock issuable upon exercise of options outstanding
immediately prior to such merger, consolidation or share exchange or upon
conversion of Convertible Securities outstanding immediately prior to such
merger, consolidation or share exchange shall be deemed to be outstanding
immediately prior to such merger, consolidation or share exchange and, if
applicable, converted or exchanged in such merger, consolidation or share
exchange on the same terms as the actual outstanding shares of Common Stock are
converted or exchanged); or




(B)          the sale, lease,
transfer or other disposition, in a single transaction or series of related
transactions, by the Corporation or any subsidiary of the Corporation of all or
substantially all the assets of the Corporation and its subsidiaries taken as a
whole, except where such sale, lease, transfer or other disposition is to a
wholly owned subsidiary of the Corporation.




(ii)          The
Corporation shall not have the power to effect any transaction constituting a
Deemed Liquidation Event pursuant to Subsection
4(c)(i)(A)(I) above unless the agreement or plan of merger, consolidation
or share exchange provides that the consideration payable to the shareholders of
the Corporation shall be allocated among the holders of capital stock of the
Corporation in accordance with Subsections 4(a) and
4(b) above.




(iii)          In
the event of a Deemed Liquidation Event pursuant to Subsection 4(c)(i)(A)(II) or
(B) above, if the Corporation does not effect a dissolution of the
Corporation under the Georgia Business Corporation Code within 60 days after
such Deemed Liquidation Event, then (A) the Corporation shall deliver a written
notice to each Series B Holder no later than the 60th day
after the Deemed Liquidation Event advising such holders of their right (and the
requirements to be met to secure such right) pursuant to the terms of the
following clause
(B) to require the redemption of such shares of Series B Preferred Stock,
and (B) if the holders of at least a majority of the then outstanding shares of
Series B Preferred Stock so request in a written instrument delivered to the
Corporation not later than 75 days after such Deemed Liquidation Event, the
Corporation shall use the consideration received by the Corporation for such
Deemed Liquidation Event (net of any retained liabilities associated with the
assets sold or technology licensed, as determined in good faith by the Board of
Directors of the Corporation) (the “Net Proceeds”) to redeem, to the extent
legally available therefor, on the 90th day
after such Deemed Liquidation Event (the “Liquidation Redemption Date”), all
outstanding shares of Series B Preferred Stock at a price per share equal to the
Series B Liquidation Amount. In the event of a redemption pursuant to the
preceding sentence, if the Net Proceeds are not sufficient to redeem all
outstanding shares of Series B Preferred Stock, or if the Corporation does not
have sufficient lawfully available funds to effect such redemption, the
Corporation shall redeem a pro rata portion of each holder’s shares of Series B
Preferred Stock to the fullest extent of such Net Proceeds or such lawfully
available funds, as the case may be, and, where such redemption is limited by
the amount of lawfully available funds, the Corporation shall redeem the
remaining shares to have been redeemed as soon as practicable after the
Corporation has funds legally available therefor. Prior to the distribution or
conversion provided for in this Subsection 4(c)(iii), the Corporation shall not
expend or dissipate the consideration received for such Deemed Liquidation
Event, except to discharge expenses incurred in the ordinary course of
business.


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(iv)          The
amount deemed paid or distributed to the holders of capital stock of the
Corporation upon any such merger, consolidation, sale, transfer, other
disposition or redemption shall be the cash or the value of the property, rights
or securities paid or distributed to such holders by the Corporation or the
acquiring person, firm or other entity. The value of such property, rights or
securities shall be determined in good faith by the Board of Directors of the
Corporation.


5.
            Optional
      Conversion Rights.




(a)          The
holders of the Series B Preferred Stock shall have conversion rights as follows
(the “Conversion Rights”):




(i)            Right to Convert.
Each share of Series B Preferred Stock shall be convertible, at the option of
the holder thereof, so long as there are a sufficient number of unissued and
unreserved shares of Common Stock outstanding to allow for the exercise of all
of the Corporation’s outstanding derivative securities, the Series A Preferred
Stock, and the Series B Preferred Stock, and without the payment of
additional consideration by the holder thereof, into such number of fully paid
and nonassessable shares of Common Stock as is determined by dividing $0.08 by
the Series B Conversion Price (as defined below) in effect at the time of
conversion. The “Series B Conversion Price” shall initially be equal to the
Series B Original Issue Price. Such initial Series B Conversion Price, and the
rate at which shares of Series B Preferred Stock may be converted into shares of
Common Stock, shall be subject to adjustment as provided below. In the event of
a liquidation, dissolution or winding up of the Corporation or a Deemed
Liquidation Event, the Conversion Rights shall terminate at the close of
business on the last full day preceding the date fixed for the payment of any
such amounts distributable on such event to the holders of Series B Preferred
Stock.




(ii)          Mechanics of Optional
Conversion.




(A)       In
order for a holder of Series B Preferred Stock to voluntarily convert shares of
Series B Preferred Stock into shares of Common Stock, such holder shall
surrender the certificate or certificates for such shares of Series B Preferred
Stock (or, if such registered holder alleges that such certificate has been
lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably
acceptable to the Corporation to indemnify the Corporation against any claim
that may be made against the Corporation on account of the alleged loss, theft
or destruction of such certificate), at the office of the transfer agent for the
Series B Preferred Stock (or at the principal office of the Corporation if the
Corporation serves as its own transfer agent), together with written notice that
such holder elects to convert all or any number of the shares of the Series B
Preferred Stock represented by such certificate or certificates and, if
applicable, any event on which such conversion is contingent. Such notice shall
state such holder’s name or the names of the nominees in which such holder
wishes the certificate or certificates for shares of Common Stock to be issued.
If required by the Corporation, certificates surrendered for conversion shall be
endorsed or accompanied by a written instrument or instruments of transfer, in
form satisfactory to the Corporation, duly executed by the registered holder or
his, her or its attorney duly authorized in writing. The close of business on
the date of receipt by the transfer agent of such certificates (or lost
certificate affidavit and agreement) and notice (or by the Corporation if the
Corporation serves as its own transfer agent) shall be the time of conversion
(the “Conversion Time”), and the shares of Common Stock issuable upon conversion
of the shares represented by such certificate shall be deemed to be outstanding
of record as of such date. The Corporation shall, as soon as practicable after
the Conversion Time, issue and deliver at such office to such holder of Series B
Preferred Stock, or to his, her or its nominees, a certificate or certificates
for the number of shares of Common Stock to which such holder shall be entitled,
together with cash in lieu of any fraction of a share.


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(B)     All
shares of Series B Preferred Stock which shall have been surrendered for
conversion as herein provided shall no longer be deemed to be outstanding and
all rights with respect to such shares, including the rights, if any, to receive
notices and to vote, shall immediately cease and terminate at the Conversion
Time, except only the right of the holders thereof to receive shares of Common
Stock in exchange therefor and to receive payment of any dividends declared but
unpaid thereon. Any shares of Series B Preferred Stock so converted shall be
retired and cancelled and shall not be reissued as shares of such series, and
the Corporation (without the need for stockholder action) may from time to time
take such appropriate action as may be necessary to reduce the authorized number
of shares of Series B Preferred Stock accordingly.




(C)     Upon
any such conversion, no adjustment to the Series B Conversion Price shall be
made for any declared but unpaid dividends on the Series B Preferred Stock
surrendered for conversion or on the Common Stock delivered upon
conversion.




(b)          Fractional Shares. No
fractional shares of Common Stock shall be issued upon conversion of the Series
B Preferred Stock. In lieu of any fractional shares to which the holder would
otherwise be entitled, the Corporation shall pay cash equal to such fraction
multiplied by the fair market value of a share of Common Stock as determined in
good faith by the Board of Directors of the Corporation. Whether or not
fractional shares would be issuable upon such conversion shall be determined on
the basis of the total number of shares of Series B Preferred Stock the holder
is at the time converting into Common Stock and the aggregate number of shares
of Common Stock issuable upon such conversion.




(c)          Adjustment for Stock Splits
and Combinations. If the Corporation shall at any time or from time to
time after the date that the first share of Series B Preferred Stock is issued
(the “Original Series B Issue Date”) effect a subdivision of the outstanding
Common Stock, the Series B Conversion Price in effect immediately before that
subdivision shall be proportionately decreased. Conversely, if the Corporation
shall at any time or from time to time after the Original Series B Issue Date
combine the outstanding shares of Common Stock into a smaller number of shares,
the Series B Conversion Price in effect immediately before the combination shall
be proportionately increased. Any adjustment under this Section 5(c) shall
become effective at the close of business on the date the subdivision or
combination becomes effective.


6




(d)          Adjustment for Common Stock
Dividends and Distributions. If the Corporation at any time or from time
to time after the Original Series B Issue Date makes, or fixes a record date for
the determination of holders of Common Stock entitled to receive, a dividend or
other distribution to holders of Common Stock payable in additional shares of
Common Stock, in each such event the Series B Conversion Price that is then in
effect shall be decreased as of the time of such issuance or, in the event such
record date is fixed, as of the close of business on such record date, by
multiplying the Series B Conversion Price then in effect by a fraction
(1) the numerator of which is the total number of shares of Common Stock
issued and outstanding immediately prior to the time of such issuance or the
close of business on such record date, and (2) the denominator of which is
the total number of shares of Common Stock issued and outstanding immediately
prior to the time of such issuance or the close of business on such record date
plus the number of shares of Common Stock issuable in payment of such dividend
or distribution; provided, however, that if such record date is fixed and such
dividend is not fully paid or if such distribution is not fully made on the date
fixed therefor, the Series B Conversion Price shall be recomputed accordingly as
of the close of business on such record date and thereafter the Series B
Conversion Price shall be adjusted pursuant to this Section 5(d) to reflect the
actual payment of such dividend or distribution.




(e)          Adjustment for
Reclassification, Exchange and Substitution. If at any time or from time
to time after the Original Series B Issue Date, the Common Stock issuable upon
the conversion of the Series B Preferred Stock is changed into the same or a
different number of shares of any class or classes of stock, whether by
recapitalization, reclassification or otherwise (other than a subdivision or
combination of shares or stock dividend or a reorganization, merger,
consolidation or sale of assets provided for elsewhere in this Section 5), in
any such event each holder of Series B Preferred Stock shall have the right
thereafter to convert such stock into the kind and amount of stock and other
securities and property receivable in connection with such recapitalization,
reclassification or other change with respect to the maximum number of shares of
Common Stock into which such shares of Series B Preferred Stock could have been
converted immediately prior to such recapitalization, reclassification or
change, all subject to further adjustments as provided herein or with respect to
such other securities or property by the terms thereof.




(f)          Reorganizations, Mergers,
Consolidations or Sales of Assets. If at any time or from time to time
after the Original Series B Issue Date, there is a capital reorganization of the
Common Stock (other than a recapitalization, subdivision, combination,
reclassification, exchange or substitution of shares provided for elsewhere in
this Section 5), as a part of such capital reorganization, provision shall be
made so that the holders of the Series B Preferred Stock shall thereafter be
entitled to receive upon conversion of the Series B Preferred Stock the number
of shares of stock or other securities or property of the Corporation to which a
holder of the maximum number of shares of Common Stock deliverable upon
conversion would have been entitled in connection with such capital
reorganization, subject to adjustment in respect of such stock or securities by
the terms thereof. In any such case, appropriate adjustment shall be made in the
application of the provisions of this Section 5 with respect to the rights of
the holders of Series B Preferred Stock after the capital reorganization to the
end that the provisions of this Section 5 (including adjustment of the Series B
Conversion Price then in effect and the number of shares issuable upon
conversion of the Series B Preferred Stock) shall be applicable after that event
and be as nearly equivalent as practicable.


7




(g)          Certificate of
Adjustment. In each case of an adjustment or readjustment of the Series B
Conversion Price for the number of shares of Common Stock or other securities
issuable upon conversion of the Series B Preferred Stock, the Corporation, at
its expense, shall compute such adjustment or readjustment in accordance with
the provisions hereof and prepare a certificate showing such adjustment or
readjustment, and shall mail such certificate, by first class mail, postage
prepaid, to each registered holder of Series B Preferred Stock at the holder’s
address as shown in the Corporation’s books. The certificate shall set forth
such adjustment or readjustment, showing in detail the facts upon which such
adjustment or readjustment is based, including a statement of (1) the
consideration received or deemed to be received by the Corporation for any
additional shares of Common Stock issued or sold or deemed to have been issued
or sold, (2) the Series B Conversion Price at the time in effect,
(3) the number of additional shares of Common Stock issued or sold or
deemed to have been issued or sold, and (4) the type and amount, if any, of
other property which at the time would be received upon conversion of the Series
B Preferred Stock.




(h)          Notices of Record
Date. Upon (i) 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, or
(ii) any voluntary or involuntary dissolution, liquidation or winding up of
the Corporation, any Deemed Liquidation Event, or any redemption, the
Corporation shall mail to each holder of Series B Preferred Stock at least ten
(10) days prior to the record date specified therein a notice specifying
(1) the date on which any such record is to be taken for the purpose of
such dividend or distribution and a description of such dividend or
distribution, (2) the date on which any such voluntary or involuntary
dissolution, liquidation or winding up, Deemed Liquidation Event, or redemption
is expected to become effective, and (3) the date, if any, that is to be
fixed for determining the holders of record of Common Stock (or other
securities) that shall be entitled to exchange their shares of Common Stock (or
other securities) for securities or other property deliverable upon such
voluntary or involuntary dissolution, liquidation or winding up, Deemed
Liquidation Event, or redemption.


6.
            Mandatory
      Conversion.




(a)          Subject
to and in compliance with the provisions of Section 5 and this Section 6, at the
election of the Corporation at any time on or after the fifth anniversary of the
Series B Original Issue Date each share of Series B Preferred Stock will be
converted into such number of fully paid and nonassessable shares of Common
Stock as is determined by dividing $0.08 by the Series B Conversion Price in
effect at the time of conversion. No payment of additional consideration by the
holder thereof shall be required upon such conversion.


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(b)          All
holders of record of shares of Series B Preferred Stock shall be given written
notice of the mandatory conversion and the place designated for mandatory
conversion of all such shares of Series B Preferred Stock pursuant to this
Section 6. Such notice need not be given in advance. Such notice shall be sent
by first class or registered mail, postage prepaid, or given by electronic
communication in compliance with the provisions of the Georgia Business
Corporation Code, to each record holder of Series B Preferred Stock. Upon
receipt of such notice, each holder of shares of Series B Preferred Stock shall
surrender his, her or its certificate or certificates for all such shares to the
Corporation at the place designated in such notice, and shall thereafter receive
certificates for the number of shares of Common Stock to which such holder is
entitled pursuant to this Section 6(b). Upon such conversion, all outstanding
shares of Series B Preferred Stock shall be deemed to have been converted into
shares of Common Stock, which shall be deemed to be outstanding of record, and
all rights with respect to the Series B Preferred Stock so converted, including
the rights, if any, to receive notices and vote (other than as a holder of
Common Stock) will terminate, except only the rights of the holders thereof,
upon surrender of their certificate or certificates therefore, to receive
certificates for the number of shares of Common Stock into which such Series B
Preferred Stock has been converted, and payment of any declared but unpaid
dividends thereon. If so required by the Corporation, certificates surrendered
for conversion shall be endorsed or accompanied by written instrument or
instruments of transfer, in form satisfactory to the Corporation, duly executed
by the registered holder or by his, her or its attorney duly authorized in
writing. As soon as practicable after the mandatory conversion and the surrender
of the certificate or certificates for Series B Preferred Stock, the Corporation
shall cause to be issued and delivered to such holder, or on his, her or its
written order, a certificate or certificates for the number of full shares of
Common Stock issuable on such conversion in accordance with the provisions
hereof and cash as provided in Subsection 5(b) in respect to any fraction of a
share of Common Stock otherwise issuable upon such conversion.




(c)          All
certificates evidencing shares of Series B Preferred Stock which are required to
be surrendered for conversion in accordance with the provisions hereof shall,
from and after the mandatory conversion, be deemed to have been retired and
cancelled and the shares of Series B Preferred Stock represented thereby
converted into Common Stock for all purposes, notwithstanding the failure of the
holder or holders thereof to surrender such certificates on or prior to such
date. Such converted Series B Preferred Stock may not be reissued as shares of
such Series, and the Corporation may thereafter take appropriate action (without
the need for shareholder action) as may be necessary to reduce the authorized
number of shares of Series B Preferred Stock accordingly.


7.
            Ranking.




The
Series B Preferred Stock shall, with respect to dividend rights and distribution
of assets on liquidation, dissolution or winding up of the Corporation, rank
(a) junior to, the Series A Preferred Stock with respect to dividend
rights and distribution of assets on liquidation, dissolution or winding up of
the Corporation and (b) senior to any other stock of the Corporation, including
the Common Stock.


8.
            General
      Provisions.




(a)          Registration of
Transfer. The Corporation shall keep at its principal office a register
for the registration of the Series B Preferred Stock. Upon the surrender of any
certificate representing Series B Preferred Stock at such place, the Corporation
shall, at the request of the record holder of such certificate, execute and
deliver (at the Corporation’s expense) a new certificate or certificates in
exchange therefor representing in the aggregate the number of shares represented
by the surrendered certificate. Each such new certificate shall be registered in
such name and shall represent such number of shares as is requested by the
holder of the surrendered certificate and shall be substantially identical in
form to the surrendered certificate.


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(b)          Replacement. Upon
receipt of evidence reasonably satisfactory to the Corporation of the ownership
and the loss, theft, destruction or mutilation of any certificate evidencing
shares of Series B Preferred Stock, and in the case of any such loss, theft or
destruction, upon receipt of indemnity reasonably satisfactory to the
Corporation (provided that if the holder is a financial institution or other
institutional investor its own agreement shall be satisfactory), or in the case
of any such mutilation upon surrender of such certificate, the Corporation shall
(at its expense) execute and deliver in lieu of such certificate a new
certificate of like kind representing the number of shares of such class
represented by such lost, stolen, destroyed or mutilated certificate and dated
the date of such lost, stolen, destroyed or mutilated certificate.




(c)          Notices. Any notice
required by the provisions of this Article shall be in writing and shall be
deemed effectively given: (i) upon personal delivery to the party to be
notified, (ii) when sent by confirmed telex or facsimile if sent during
normal business hours of the recipient; if not, then on the next business day,
(iii) five (5) days after having been sent by registered or certified mail,
return receipt requested, postage prepaid, or (iv) one (1) day after
deposit with a nationally recognized overnight courier, specifying next day
delivery, with written verification of receipt. All notices to shareholders
shall be addressed to each holder of record at the address of such holder
appearing on the books of the Corporation.




(d)          No Dilution or
Impairment. The Corporation shall not amend the Articles of Incorporation
or participate in any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, for the
purpose of avoiding or seeking to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Corporation.




(e)          No Reissuance of Series B
Preferred Stock. Any shares of Series B Preferred Stock which is redeemed
or otherwise acquired (by purchase or otherwise) by the Corporation will be
canceled and not be reissued, sold or transferred.




(f)          Stock to be Issued Upon
Conversion. The Corporation covenants that all shares of Common Stock
which shall be so issued shall be duly and validly issued and fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issue thereof, and, without limiting the generality of the foregoing, the
Corporation covenants that it will from time to time take all such action as may
be requisite to assure that the par value per share of the Common Stock is at
all times equal to or less than the lowest applicable Series B Conversion Price
in effect at the time. The Corporation will take all such action as may be
necessary to assure that all such shares of Common Stock may be so issued
without violation of any applicable law or regulation, or of any requirement of
any national securities exchange upon which the Common Stock may be
listed.




(g)          Issue Tax. The
issuance of certificates for shares of Common Stock upon conversion of Series B
Preferred Stock shall be made without charge to the holders thereof for any
issuance tax in respect thereof, provided that the Corporation shall not be
required to pay any tax that may be payable in respect of any transfer involved
in the issuance and delivery of any certificate in a name other than that of the
holder of Series B Preferred Stock that is being converted, in which case no
such issuance or delivery shall be made unless and until the person or entity
requesting such issuance has paid to the Corporation the amount of any such tax
or has established, to the satisfaction of the Corporation, that such tax has
been paid.


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3.          These
Articles of Amendment were adopted by the Board of Directors of the Corporation
on March 20, 2009.




4.          Pursuant
to authority vested in the Board of Directors of the Corporation by its Articles
of Incorporation and pursuant to the provisions of Section 14-2-602 of the
Georgia Business Corporation Code, the Board of Directors of the Corporation
adopted these Articles of Amendment.


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IN
WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be
executed by its duly authorized officer this 27th day of
March, 2009.


HEALTH
      DISCOVER CORPORATIONBy:
              /s/
      Stephen D. Barnhill, M.D.Name:
      Stephen D. Barnhill, M.D.Title:
      Chief Executive Officer




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