EXHIBIT 3.5




                           CERTIFICATE OF AMENDMENT OF
                          CERTIFICATE OF DESIGNATIONS,
                           PREFERENCES AND RIGHTS OF
                            SERIES B PREFERRED STOCK

                                       OF

                                CARECENTRIC, INC.

The  undersigned,  John R.  Festa,  President  and Chief  Executive  Officer  of
CareCentric,  Inc.  (formerly  known as  Simione  Central  Holdings,  Inc.  (the
"Corporation"),  a corporation organized and existing under and by virtue of the
General  Corporation  Law of the State of  Delaware  (the  "Code"),  does hereby
certify:

     1.   The name of the corporation is CareCentric,  Inc.,  (formerly  Simione
          Central Holdings, Inc.)

     2.   Pursuant to the authority conferred upon the Board of Directors by the
          Certificate of Incorporation and Section 151(g) of the Code, the Board
          of Directors  adopted on September 2, 1999 a resolution  setting forth
          the designations, preferences and relative, participating, optional or
          other special rights and  qualifications,  limitations or restrictions
          of  the  shares  of  the  Series  B  Preferred  Stock  (the  "Original
          Resolution") and the Corporation caused a Certificate of Designations,
          Preferences  and Rights of Series B  Preferred  Stock  containing  the
          Original Resolution to be signed and filed.

     3.   Pursuant to the authority conferred upon the Board of Directors by the
          Certificate of Incorporation and Sections 141 and 151 of the Code, the
          Board  of  Directors  adopted  on March 7,  2000 an  amendment  to the
          Original Resolution (the "First Amendment Resolution") setting forth a
          new Section 3.C thereof.

     4.   Pursuant to the authority conferred upon the Board of Directors by the
          Certificate of Incorporation and Sections 141 and 151 of the Code, the
          Board of  Directors  adopted on May 9, 2000 a second  amendment to the
          Original Resolution (the "Second Amendment  Resolution") setting forth
          a amendments to Sections 3.C, 3. E. and 3.G. thereof.

     5.   The  Board of  Directors  adopted  on  April  15,  2002 the  following
          resolutions  regarding the amendment of the Original  Resolution  (the
          "Third Amendment"):

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"RESOLVED, that the Corporation's Certificate of Incorporation shall be amended
such that the Designations, Preferences and Rights of Series B Preferred Stock
shall be and hereby are amended by adding, after Section "H", a new Section "I."
entitled "Conversion", as follows:

I.   Conversion.  The  holders  of the  Series  B  Preferred  Stock  shall  have
     conversion rights as follows (the "Conversion Rights"):

     1.  Right to  Convert.  Each  share of Series B  Preferred  Stock  shall be
convertible,  at the option of the holder thereof, at any time after the date of
issuance of such share,  at the office of the  Corporation or any transfer agent
for such  stock,  into such  number of fully paid and  non-assessable  shares of
Common Stock as is  determined  by dividing the Original  Issuance  Price by the
Conversion  Price  applicable  to each such  share,  determined  as  hereinafter
provided, in effect on the date the certificate is surrendered for conversation.
The  price at which  shares  of  Common  Stock  shall be  deliverable  upon such
conversion  (the  "Conversion  Price")  shall  initially  be equal to one dollar
($1.00)  per share of Common  Stock.  Such  initial  Conversion  Price  shall be
subject to adjustment as hereinafter provided.

     2. Mechanics of Conversion.  Before any holder of Series B Preferred  Stock
shall be entitled  voluntarily  to convert the same into shares of Common Stock,
he shall surrender the certificates  therefor,  duly endorsed,  at the office of
the Corporation or of any transfer agent for such stock,  and shall give written
notice to the  Corporation at such office that he elects to convert the same and
shall state  therein the number of shares to be converted  and the name or names
in which he wishes the certificate or certificates for shares of Common Stock to
be issues. The Corporation shall, as soon as practicable  thereafter,  issue and
deliver at such office to such holder of Series B Preferred Stock, a certificate
or  certificates  for the number of shares of Common  Stock to which he shall be
entitled. Such conversion shall be deemed to have been made immediately prior to
the  close of  business  on the date of  surrender  of the  shares  of  Series B
Preferred Stock to be converted,  and the person or persons  entitled to receive
the shares of Common Stock  issuable upon such  conversion  shall be treated for
all  purposes as the record  holder or holders of such shares of Common Stock on
such date.

     3. Adjustments to Conversion Price for Certain Diluting  Issuances,  Splits
and  Combinations.  The  Conversion  Price of the  Series B  Preferred  shall be
subject to adjustment from time to time as follows:

          (a) Special  Definitions.  For purposes of this Section, the following
definitions apply:

               (1)  "Additional  Stock"  shall mean all  shares of Common  Stock
issued by the  Corporation  after the  Purchase  Date,  and all shares of Common
Stock  issuable  pursuant to Options and  Convertible  Securities  issued by the
Corporation  after the Purchase  Date,  as defined  below,  other than shares of
Common Stock for which  adjustment of the  Conversion  Price is made pursuant to
Section I.3(d) or I.3(e) below.

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               (2)  "Convertible   Securities"   shall  mean  any  evidences  of
indebtedness,  shares (other than Common Stock) or other securities  convertible
into or exchangeable for Common Stock.

               (3)  "Options"  shall  mean  rights,   options,  or  warrants  to
subscribe for,  purchase or otherwise acquire either Common Stock or Convertible
Securities (defined below).

          (b) Adjustments.  If the Corporation shall issue,  after the date upon
which any shares of Series B Preferred  Stock were first  issued (the  "Purchase
Date"),  any Additional Stock without  consideration or for a consideration  per
share less than the Conversion Price in effect immediately prior to the issuance
of such Additional  Stock, the Conversion Price in effect  immediately  prior to
each such issuance shall forthwith be adjusted  downward to a price equal to the
price paid per share for such Additional Stock.

          (c) Determination of Consideration.  For purposes of this Section I.3,
the consideration received by the Corporation for the issuance of any Additional
Stock shall be computed as follows:

               (1) Cash and Property. Such consideration shall:

                    (A)  insofar as it  consists  of cash,  be  computed  at the
aggregate amount of cash received by the Corporation  excluding  amounts paid or
payable for accrued interest or accrued dividends;

                    (B) insofar as it consists of property  other than cash,  be
computed  at the fair  value  thereof  at the time of such  issue,  as  mutually
determined in good faith by the Corporation's Board of Directors and the holders
of a majority of the Series B Preferred Stock; and

                    (C) in the event  Additional  Stock is issued  together with
other shares or securities or other assets of the Corporation for  consideration
which covers both, be the proportion of such consideration so received, computed
as provided in clauses (A) and (B) above,  as mutually  determined in good faith
by the  Corporation's  Board of  Directors  and the holders of a majority of the
Series B Preferred Stock.

               (2) Options and Convertible  Securities.  The  consideration  per
share  received by the  Corporation  for  Additional  Stock  deemed to have been
issued  pursuant  to this  Section  I.3  relating  to  Options  and  Convertible
Securities shall be determined by dividing:

                    (A) the total amount,  if any, received or receivable by the
Corporation  as  consideration  for the issuance of such Options or  Convertible
Securities,  plus the minimum  aggregate amount of additional  consideration (as
set forth in the instruments  relating thereto,  without regard to any provision


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contained   therein  designed  to  protect  against  dilution)  payable  to  the
Corporation  upon the exercise of such Options or the  conversion or exchange of
such  Convertible  Securities,  or  in  the  case  of  Options  for  Convertible
Securities, upon the exercise of such Options for Convertible Securities and the
conversion or exchange of such Convertible Securities by

                    (B) the  maximum  number of  shares of Common  Stock (as set
forth in the  instruments  relating  thereto,  without  regard to any  provision
contained  therein  designed  to protect  against  dilution)  issuable  upon the
exercise  of  such  Options  or  conversion  or  exchange  of  such  Convertible
Securities,  or in the case of  Options  for  Convertible  Securities,  upon the
exercise of such  Options  for  Convertible  Securities  and the  conversion  or
exchange of such Convertible Securities.

          (d)  Adjustments  to  Conversion  Prices for Stock  Dividends  and for
Combination or  Subdivisions  of Common Stock. In the event that the Corporation
at any time or from time to time after the Purchase  Date shall  declare or pay,
any  dividend  on the Common  Stock  payable in Common  Stock or in any right to
acquire Common Stock for no consideration,  or shall effect a subdivision of the
outstanding  shares of Common  Stock  into a greater  number of shares of Common
Stock (by  stock  split,  reclassification  or  otherwise),  or in the event the
outstanding  shares  of Common  Stock  shall be  combined  or  consolidated,  by
reclassification  or otherwise,  into a lesser number of shares of Common Stock,
then the  Conversion  Price in  effect  immediately  prior to such  event  shall
concurrently with the effectiveness of such event, be proportionately  decreased
or increased, as appropriate. In the event that the Corporation shall declare or
pay,  any dividend on the Common  Stock  payable in any right to acquire  Common
Stock for no consideration,  then the Corporation shall be deemed to have made a
dividend  payable in Common  Stock in an amount of shares  equal to the  maximum
number of shares issuable upon exercise of such rights to acquire Common Stock.

          (e) Adjustments for Reclassification and Reorganization. If the Common
Stock issuable upon  conversion of the Series B Preferred Stock shall be changed
into the same or a  different  number of shares of any other class or classes of
stock, whether by capital  reorganization,  reclassification or otherwise (other
than a  subdivision  or  combination  of shares  provided for in Section  I.3(d)
above) the applicable  Conversion Price then in effect shall  concurrently  with
the effectiveness of such reorganization or reclassification, be proportionately
adjusted  so that shares of the Series B  Preferred  Stock shall be  convertible
into,  in lieu of the number of shares of Common  Stock which the holders  would
otherwise have been entitled to receive,  a number of shares of such other class
or classes  of stock  equivalent  to the  number of shares of Common  Stock that
would have been subject to receipt by the holders upon  conversion  of shares of
the Series B Preferred Stock immediately before that change.

          (f) No  Impairment.  The  Corporation  will not, by  amendment  of its
Certificate of Incorporation or through any reorganization,  transfer of assets,
consolidation,  merger,  dissolution,  issue or sale of  securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Corporation, but will at


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all times in good faith assist in the carrying out of all the provisions of this
Section  I.3  and in the  taking  of all  such  action  as may be  necessary  or
appropriate  in order to protect  the  Conversion  Rights of the  holders of the
Series B Preferred Stock against impairment.

          (g)  Certificates  as to  Adjustments.  Upon  the  occurrence  of each
adjustment or readjustment of any Conversion Price pursuant to this Section I.3,
the  Corporation  at its expense  shall  promptly  compute  such  adjustment  or
readjustment in accordance with the terms hereof and prepare and furnish to each
holder of Series B Preferred Stock a certificate  executed by the  Corporation's
Chief Executive Officer or Chief Financial Officer setting forth such adjustment
or  readjustment  and showing in detail the facts upon which such  adjustment or
readjustment is based.  The Corporation  shall,  upon the written request at any
time of any holder of shares of Series B Preferred Stock, furnish or cause to be
furnished to such holder a like  certificate  setting forth (i) such adjustments
and  readjustments,  (ii) the Conversion Price in effect  immediately before and
after  such  adjustments  and  readjustments,  and (iii) the number of shares of
Common Stock and the amount,  if any, of other  property which at the time would
be received upon the conversion of such Series B Preferred Stock.

          (h) Notices of Record Date.  In the event that the  Corporation  shall
propose at any time: (i) to declare any dividend or distribution upon its Common
Stock,  whether in cash, property,  stock or other securities,  whether or not a
regular cash dividend and whether or not out of earnings or earned surplus; (ii)
to offer for  subscription pro rata to the holders of any class or series of its
stock any  additional  shares  of stock of any class or series of other  rights;
(iii) to effect any  reclassification  or  recapitalization  of its Common Stock
outstanding  involving  a  change  in the  Common  Stock;  or (iv) to  merge  or
consolidate with or into any other corporation,  or sell, lease or convey all or
substantially all of its assets, or to liquidate,  dissolve or wind up; then, in
connection with each such event,  the  Corporation  shall send to the holders of
Series B Preferred Stock:

               (1) at least twenty (20) days' prior  written  notice of the date
on which a record shall be taken for such dividend, distribution or subscription
rights (and  specifying  the date on which the holders of Common  Stock shall be
entitled  thereto) or for determining  rights to vote, if any, in respect of the
matters referred to in (iii) and (iv) above; and

               (2) in the case of the  matters  referred  to in  (iii)  and (iv)
above, at least twenty (20) days' prior written notice of the date when the same
shall take place (and  specifying  the date on which the holders of Common Stock
shall be  entitled  to  exchange  their  Common  Stock for  securities  or other
property deliverable upon the occurrence of such event).

          (i) Issue Taxes. The Corporation shall pay any and all issue and other
taxes  that may be payable  in  respect  of any issue or  delivery  of shares of
Common Stock on conversion of the Preferred  Stock  pursuant  hereto;  provided,
however, that the Corporation shall not be obligated to pay any



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transfer taxes resulting from any transfer requested by any holder in connection
with any such conversion.

          (j)  Reservation of Stock Issuance Upon  Conversion.  The  Corporation
shall at all times reserve and keep available out of its authorized but unissued
shares of Common Stock,  solely for the purpose of effecting  the  conversion of
the shares of the Series B Preferred Stock,  such number of its shares of Common
Stock as shall from time to time be sufficient  to effect the  conversion of all
outstanding  shares  of the  Series B  Preferred  Stock;  and if at any time the
number of authorized but unissued shares of Common Stock shall not be sufficient
to  effect  the  conversion  of all  then  outstanding  shares  of the  Series B
Preferred  Stock, the Corporation will take such corporate action as may, in the
opinion of its counsel,  be necessary  to increase its  authorized  but unissued
shares of Common Stock to such number of shares as shall be sufficient  for such
purpose, including,  without limitation,  engaging in best efforts to obtain the
requisite stockholder approval of any necessary amendment to this Certificate.

          (k) Fractional  Shares.  No fractional  share shall be issued upon the
conversion  of any share or shares of Series B  Preferred  Stock.  All shares of
Common Stock (including fractions thereof) issuable upon conversion of more than
one share of Series B Preferred  Stock by a holder  thereof  shall be aggregated
for purposes of determining  whether the conversion would result in the issuance
of  any  fractional  share.  If,  after  the  aforementioned  aggregation,   the
conversion  would  result in the  issuance  of a  fraction  of a share of Common
Stock, the Corporation  shall, in lieu of issuing any fractional  share,  either
(i) pay the holder  otherwise  entitled to such  fraction a sum in cash equal to
the fair market value of such fraction on the date of conversion  (as determined
by the closing  price of the Common Stock on the Nasdaq  market on the day prior
to conversion) or (ii) round such fractional share up to a whole share.

          (l) Notices. Any notice required by the provisions of this Section I.3
to be given to the holders of shares of Series B Preferred Stock shall be deemed
given five (5) days after being  deposited in the United  States  mail,  postage
prepaid,  and addressed to each holder of record at his address appearing on the
books of the Corporation.


          "RESOLVED,  that the Board of Directors recommends that the holders of
Series B Preferred Stock approve such amendment."

     6.   The  Certificate of  Designations,  Preferences and Rights of Series B
          Preferred  Stock of the  Corporation  is hereby  amended as  described
          above in part 5 of this Certificate.

     7.   The amendment  herein  certified has been duly adopted by the Board of
          Directors of the  Corporation in accordance  with Sections 141 and 242
          of the Code.

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     8.   On June 15, 2002, Mestek,  Inc., the holder of 100% of the outstanding
          shares  of  Series  B  preferred  Stock  executed  a  written  consent
          approving  the   amendment  to  the   Certificate   of   Designations,
          Preferences  and  Rights of Series B  Preferred  Stock as set forth in
          part 5 above.

          IN WITNESS  WHEREOF,  the Corporation has cause this Certificate to be
signed by its President and Chief Executive Officer, and such authorized officer
hereby  declares,  under  penalty  of  perjury  under  the laws of the  State of
Delaware,  that he signed this  Certificate  in the official  capacity set forth
beneath his signature and that the statements set forth in this  Certificate are
true and correct to his own knowledge this 1st day of July, 2002.


                                       /s/ John R. Festa
                                       --------------------------------------
                                       John R. Festa
                                       President and Chief Executive Officer











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