RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                         SIMIONE CENTRAL HOLDINGS, INC.


     Simione Central Holdings,  Inc., a corporation organized and existing under
and by virtue of the  General  Corporation  Law of the  State of  Delaware  (the
"Corporation") does hereby certify that:

     1.   The name of the Corporation is Simione Central Holdings, Inc.;

     2.   The original Certificate of Incorporation of the Corporation was filed
          with the  Secretary  of State of the State of  Delaware on October 28,
          1992 under the name "Infomed Holdings, Inc.";

     3.   The Board of Directors  has,  pursuant to a duly called meeting of its
          Board of  Directors  held on August  8,  2000,  adopted  a  resolution
          proposing  and  declaring  advisable  the filing with the Secretary of
          State of Delaware of this Restated Certificate of Incorporation;

     4.   The  aforesaid  restatement  was duly adopted in  accordance  with the
          applicable   provisions  of  Section  245  of  the  Delaware   General
          Corporation Law;

     5.   This  Restated   Certificate  of   Incorporation   only  restates  and
          integrates   and  does  not  further  amend  the   provisions  of  the
          Corporation's  certificate of incorporation as theretofore  amended or
          supplemented, and there is no discrepancy between those provisions and
          the provisions of this Restated Certificate; and

     6.   The text of the Certificate of Incorporation, and all previously filed
          amendments thereto, is hereby restated to read as follows:

                                     I. NAME
                                     -------

     The  name  of the  corporation  is  Simione  Central  Holdings,  Inc.  (the
"Corporation").

                                   II. PURPOSE
                                   -----------

     The purpose of the  Corporation  is to engage in any lawful act or activity
for which  corporations  may be organized  under the General  Corporation Law of
Delaware.

                                   III. STOCK
                                   ----------

     Section 1. Authorized  Capital Stock.  The aggregate number of shares which
the  Corporation  shall  have  the  authority  to issue  is  30,000,000  shares,
consisting  of  20,000,000  shares of  Common  Stock,  $.001 par value  ("Common
Stock") and 10,000,000  shares of preferred stock,  $.001 par value  ("Preferred
Stock").



                                       1
<PAGE>

     Section 2.  Common  Stock.  Each share of Common  Stock  shall  entitle the
holder to one vote, in person or by proxy,  at all meetings of the  stockholders
of the Corporation,  on the matter in question. Each share of Common Stock shall
be entitled to participate  equally in dividends that may be legally declared by
the Board of Directors out of available funds, and to participate equally in all
distributions of assets upon the liquidation of the Corporation.

     Section 3.  Preferred  Stock.  The Board of Directors is  authorized at any
time,  and from time to time, to provide for the issuance of shares of Preferred
Stock in one or more  classes  and series  and to  determine  the  designations,
preferences,  limitations  and relative or other rights of each class and series
of the Preferred  Stock.  For each class and series of the Preferred  Stock, the
Board of Directors shall determine,  by resolution or resolutions  adopted prior
to the  issuance  of the shares to be  issued,  the  designations,  preferences,
limitations,  and  relative  and other  rights of each  class and  series of the
Preferred  Stock,  including  but  not  limited  to  the  following  rights  and
preferences:

     A.   The rate and manner of payment of dividends, if any;

     B.   Whether  shares may be redeemed  or called and, if so, the  redemption
          price or call  price and the terms and  conditions  of  redemption  or
          call;

     C.   The  amount   payable  upon  shares  in  the  event  of   liquidation,
          dissolution or other winding up of the Corporation;

     D.   Sinking fund provisions, if any, for the redemption, call, or purchase
          of shares;

     E.   The terms and conditions,  if any, on which shares may be converted or
          exchanged;

     F.   Voting rights, if any; and

     G.   All other rights and preferences of the shares, to the full extent now
          or hereafter permitted by the laws of the State of Delaware.

     The Board of Directors  shall have the authority to determine the number of
shares that will comprise each class and series.

     Prior to the  issuance  of any  shares  of a class  or  series,  but  after
adoption by the Board of Directors of the resolution  establishing  the class or
series,  the appropriate  officers of the  Corporation  shall file all documents
required by law with the State of Delaware.

     Section 4. Series B Preferred Stock

     A.  Designation.  The designation  shall be "Series B Preferred Stock" (the
"Series B Preferred Stock"). Each share of the Series B Preferred Stock shall be
identical in all respects with the other shares of Series B Preferred Stock.

     B. Number.  The number of shares of Series B Preferred  Stock shall be Five
Million Six Hundred Thousand (5,600,000),  which number from time to time may be
increased or decreased (but not below the number then  outstanding) by the Board


                                       2
<PAGE>

of  Directors  of the  Corporation.  Any  shares  of  Series B  Preferred  Stock
purchased by the  Corporation  shall be canceled and shall revert to  authorized
but unissued shares of preferred stock undesignated as to series.

     C. Voting.  Each share of the Series B Preferred Stock shall initially have
two-tenths of one (.2) vote in all matters to be voted upon by the  stockholders
of the  Corporation  (the  Series B Voting  Right"),  and shall be  adjusted  as
hereinafter  provided. If the Corporation shall (i) declare a dividend or make a
distribution  in shares of its Common Stock,  (ii)  subdivide or reclassify  the
outstanding shares of its Common Stock into a greater number of shares, or (iii)
combine or reclassify the outstanding  shares of its Common Stock into a smaller
number of shares,  the Series B Voting  Right at the time of the record  date of
such  dividend or  distribution  shall be  proportionately  adjusted so that the
holder of any  shares of  Series B  Preferred  Stock  after  such date  shall be
entitled to the same aggregate  voting power of all shares of the  Corporation's
outstanding  stock which such holder was entitled to  immediately  prior to such
date. Successive adjustments in the Series B Voting Right shall be made whenever
any event specified  above shall occur.  The Series B Preferred Stock shall vote
on any matter upon which  stockholders  of the Corporation are entitled to vote,
together as a single class with such stockholders.

     D.  Director.  For so long as the Series B  Preferred  Stock  shall  remain
outstanding,  in the event that the Board of  Directors  of the  Corporation  is
unable to reach a decision on a vote on any matter  properly before the Board of
Directors in two consecutive  meetings of the Board of Directors,  the number of
directors of the Board of Directors shall be increased by One (1) member and the
holders of the Series B  Preferred  Stock  shall have the right to appoint  such
member of the Board of  Directors.  Any director  who has been  appointed by the
holders of the Series B Preferred  Stock may be removed  during such  director's
term of office,  whether with or without cause,  only by the affirmative vote of
the holders of a majority of the Series B Preferred Stock.

     E. Dividends. The holder of each share of Series B Preferred Stock shall be
entitled to receive,  prior and in preference to any distribution to the holders
of Series C Preferred  Stock and to the holders of Common Stock,  and subject to
the dividend  rights of the holders of the Series D Preferred  Stock pursuant to
the  provisions  of the  Series D  Preferred  Stock in Article  III,  Section 6D
hereof,  cumulative  dividends at the rate per annum of nine percent (9%) of the
One Dollar and Seven and 143/1000 Cents ($1.07143)  original  issuance price per
share (the "Original  Issuance  Price") of the Series B Preferred Stock declared
by the Board of Directors out of funds legally available  therefor.  All accrued
but unpaid dividends on outstanding  shares of the Series B Preferred Stock must
be paid in full  before  any  cash  dividend  may be  declared  on the  Series C
Preferred Stock or the Common Stock.

     F.  Mergers.  In the event of a Change of Control  Transaction  (as defined
below),  each share of Series B Preferred Stock shall be entitled to receive the
same consideration as an outstanding share of Common Stock, but in any event not
less than the Original Issue Price, plus accumulated but unpaid  dividends.  For
the purposes of this Section F, a "Change of Control  Transaction"  with respect
to  the  Corporation   means  (i)  the  acquisition  of  the  Corporation  by  a
non-affiliated  third  party  pursuant  to a merger,  consolidation  or business
combination;  (ii) the sale of all or a  substantial  part of the  assets of the


                                       3
<PAGE>

Corporation  to  a  non-affiliated  third  party;  (iii)  the  occurrence  of  a
transaction  pursuant  to  which  any  entity  or  person  shall,  alone  or  in
combination with any affiliate (as defined in the Securities and Exchange Act of
1934 as amended and all regulations promulgated pursuant thereto, (the "Exchange
Act")) become the beneficial owner (as defined in Rules 13(d) and 13(d)-5) under
the Exchange  Act) of fifty percent  (50%) or more of any  outstanding  class of
capital stock of the Corporation having ordinary voting power in the election of
its  directors;  or (iv) the  Corporation  shall  cease to own less than  eighty
percent  (80%) of the  voting  stock  of any of its  subsidiaries  (unless  such
failure is due to the merger of any subsidiary  with and into the  corporation).
The transactions among the Corporation,  Mestek,  Inc., MCS, Inc., John E. Reed,
Stewart B. Reed and E. Herbert Burk  contemplated in that certain Second Amended
and Restated  Agreement and Plan of Merger and Investment  Agreement dated as of
October 25, 1999 by and among such  parties,  as such  agreement  may be amended
from  time to time,  shall  not be deemed  to  constitute  a Change  of  Control
Transaction under this Section F.

     G. Rights Upon  Liquidation.  In the event of any voluntary or  involuntary
liquidation,  dissolution  or winding-up of the  Corporation,  the assets of the
Corporation  available for distribution to its stockholders shall be distributed
in the following order of priority:

          1.  The  holder  of each  share  of  Series  B  Preferred  Stock  then
outstanding  shall be  entitled  to  receive,  prior  and in  preference  to any
distribution  to the  holders of Series C  Preferred  Stock,  Series D Preferred
Stock or Common  Stock,  an amount  equal to One Dollar  and Seven and  143/1000
cents ($1.07143) per share (the "Liquidation Price") plus an amount equal to the
Original  Issuance Price multiplied by nine percent (9%) per annum from the date
of  original   issuance  of  the  Series  B  Preferred  Stock  to  the  date  of
distribution,  provided  such amount  shall be reduced by an amount equal to all
dividends  declared  and paid with  respect to such shares of Series B Preferred
Stock  since the  original  date of  issuance.  If the  assets  and funds of the
Corporation  available  for  distribution  to the  holders of Series B Preferred
Stock  shall be  insufficient  to permit the  payment  of the full  preferential
amount  set  forth in this  Section,  then  all the  assets  of the  Corporation
available  for  distribution  shall be  distributed  to the  holders of Series B
Preferred  Stock pro rata so that each share receives the same percentage of its
respective liquidation interest.

          2. The  remaining  assets,  if any, of the  Corporation  available for
distribution to the stockholders shall be distributed, first, in accordance with
the liquidation  preference  provided for holders of Series C Preferred Stock in
Article III, Section 5F hereof,  and, second, in accordance with the liquidation
preference  provided  for  holders of Series D Preferred  Stock in Article  III,
Section 6E hereof.

          3. After  distribution  of the amounts set forth above,  the remaining
assets,   if  any,  of  the  Corporation   available  for  distribution  to  the
stockholders  shall be  distributed  to holders of shares of Common Stock to the
exclusion of the holders of Series B Preferred  Stock,  Series C Preferred Stock
and Series D Preferred  Stock until such  holders of Common Stock have been paid
an amount  equal to the  aggregate  liquidation  price of the Series B Preferred
Stock, the Series C Preferred Stock, and the Series D Preferred Stock, and then,
if any assets remain, the balance shall be distributed ratably to the holders of
Common  Stock and to the  holders of Series B  Preferred  Stock,  the holders of
Series C Preferred Stock and the holders of Series D Preferred Stock.



                                       4
<PAGE>

     H. The  Corporation  will not  amend  this  Certificate  in a manner  which
materially  and  adversely  impacts the rights of the Series B  Preferred  Stock
hereunder or recombine or  reclassify  the Series B Preferred  Stock without the
prior  written  approval  of  holders  of a  majority  of the shares of Series B
Preferred Stock then outstanding.

     Section 5. Series C Preferred Stock

     A.  Designation.  The designation  shall be "Series C Preferred Stock" (the
"Series C Preferred Stock"). Each share of the Series C Preferred Stock shall be
identical in all respects with the other shares of Series C Preferred Stock. The
par value of the Series C Preferred Stock shall be 1/10th of 1 cent per share.

     B. Number.  The number of shares of Series C Preferred Stock shall be Eight
Hundred  and Fifty  Thousand  (850,000),  which  number from time to time may be
increased or decreased (but not below the number then  outstanding) by the Board
of  Directors  of the  Corporation.  Any  shares  of  Series C  Preferred  Stock
purchased by the  Corporation  shall be canceled and shall revert to  authorized
but unissued shares of Preferred Stock undesignated as to series.

     C. Voting.  Each share of the Series C Preferred Stock shall initially have
two-tenths of one (.2) vote in all matters to be voted upon by the  stockholders
of the  Corporation  (the  "Series C Voting  Right"),  and shall be  adjusted as
hereinafter  provided. If the Corporation shall (i) declare a dividend or make a
distribution  in shares of its Common Stock,  (ii)  subdivide or reclassify  the
outstanding shares of its Common Stock into a greater number of shares, or (iii)
combine or reclassify the outstanding  shares of its Common Stock into a smaller
number of shares,  the Series C Voting  Right at the time of the record  date of
such  dividend or  distribution  shall be  proportionately  adjusted so that the
holder of any  shares of  Series C  Preferred  Stock  after  such date  shall be
entitled to the same aggregate  voting power of all shares of the  Corporation's
outstanding  stock which such holder was entitled to  immediately  prior to such
date. Successive adjustments in the Series C Voting right shall be made whenever
any event specified  above shall occur.  The Series C Preferred Stock shall vote
on any matter upon which  stockholders  of the Corporation are entitled to vote,
together as a single class with such stockholders.

     D. Dividends. The holder of each share of Series C Preferred Stock shall be
entitled to receive,  prior and in preference to any distribution to the holders
of Common Stock, and subject to the dividend rights of the holders of the Series
D Preferred Stock pursuant to Article III,  Section 6D hereof and the holders of
the  Series B  Preferred  Stock  pursuant  to  Article  III,  Section 4E hereof,
cumulative  dividends  at the rate  per  annum of  eleven  percent  (11%) of the
Liquidation  Price (as defined in Section 5.F.2 below)  payable  annually to the
extent  declared  by the  Board  of  Directors  out of funds  legally  available
therefor. All accrued but unpaid dividends on outstanding shares of the Series C
Preferred Stock must be paid in full before any cash dividend may be declared on
the Common Stock.

     E.  Mergers.  In the event of a Change of Control  Transaction  (as defined
below),  each share of Series C Preferred Stock shall be entitled to receive the


                                       5
<PAGE>

same consideration as an outstanding share of Common Stock, but in any event not
less than the Liquidation Price, plus accumulated but unpaid dividends.  For the
purposes of this Section, a "Change of Control  Transaction" with respect to the
Corporation  means (i) the  acquisition of the  Corporation by a  non-affiliated
third party pursuant to a merger,  consolidation or business  combination;  (ii)
the sale of all or a  substantial  part of the  assets of the  Corporation  to a
non-affiliated  third party;  (iii) the occurrence of a transaction  pursuant to
which any entity or person shall, alone or in combination with any affiliate (as
defined  in the  Securities  and  Exchange  Act  of  1934  as  amended  and  all
regulations  promulgated  pursuant  thereto,  (the  "Exchange  Act")) become the
beneficial  owner (as defined in Rules  13(d)-3 and 13(d)-5  under the  Exchange
Act) of fifty percent (50%) or more of any outstanding class of capital stock of
the  Corporation  having ordinary voting power in the election of its directors;
or (iv) the Corporation shall cease to own less than eighty percent (80%) of the
voting  stock of any of its  subsidiaries  (unless  such  failure  is due to the
merger of any subsidiary with and into the corporation).  The transactions among
the Corporation,  Mestek,  Inc., MCS, Inc., John E. Reed, Stewart B. Reed and E.
Herbert Burk contemplated in that certain Second Amended and Restated  Agreement
and Plan of Merger and Investment Agreement dated as of October 25, 1999, by and
among such parties,  as such  agreement may be amended from time to time,  shall
not be deemed to constitute a Change of Control Transaction under this Section.

     F. Rights Upon  Liquidation.  In the event of any voluntary or  involuntary
liquidation,  dissolution  or winding-up of the  Corporation,  the assets of the
Corporation  available for distribution to its stockholders shall be distributed
in the following order of priority:

          1. The  remaining  assets,  if any, of the  Corporation  available for
distribution  to the  shareholders  shall be distributed in accordance  with the
liquidation  preference  provided  for  holders of Series B  Preferred  Stock as
provided in Article III, Section 4G hereof.

          2. After  distribution  of the amount set forth  above,  the holder of
each share of Series C  Preferred  Stock then  outstanding  shall be entitled to
receive,  prior and in preference to any distribution to the holders of Series D
Preferred Stock or Common Stock, an amount equal to One Dollar ($1.00) per share
(the "Liquidation Price") plus an amount equal to accrued but unpaid interest at
the rate of eleven  percent  (11%) per annum of the  Liquidation  Price from the
date of  original  issuance  of the  Series  C  Preferred  Stock  to the date of
distribution,  provided  such amount  shall be reduced by an amount equal to all
dividends  declared  and paid with  respect to such shares of Series C Preferred
Stock  since the  original  date of  issuance.  If the  assets  and funds of the
Corporation  available  for  distribution  to the  holders of Series C Preferred
Stock  shall be  insufficient  to permit the  payment  of the full  preferential
amount  set  forth in this  Section,  then  all the  assets  of the  Corporation
available  for  distribution  shall be  distributed  to the  holders of Series C
Preferred  Stock pro rata so that each share receives the same percentage of its
respective liquidation interest.

          3. The  remaining  assets,  if any, of the  Corporation  available for
distribution  to the  stockholders  shall be distributed in accordance  with the
liquidation  preference  provided  for  holders of Series D  Preferred  Stock as
provided in Article III, Section 6E hereof.

          4. After  distribution  of the amounts set forth above,  the remaining
assets,   if  any,  of  the  Corporation   available  for  distribution  to  the


                                       6
<PAGE>

stockholders  shall be  distributed  to holders of shares of Common Stock to the
exclusion of the holders of Series B Preferred  Stock,  Series C Preferred Stock
and Series D Preferred  Stock until such  holders of Common Stock have been paid
an amount  equal to the  aggregate  liquidation  price of the Series B Preferred
Stock,  the Series C Preferred Stock, and the Series D Preferred Stock and then,
if any assets remain, the balance shall be distributed ratably to the holders of
Common  Stock and to the  holders of Series B  Preferred  Stock,  the holders of
Series C Preferred Stock and the holders of Series D Preferred Stock.

     Section 6. Series D Preferred Stock

     A.  Designation.  The designation  shall be "Series D Preferred Stock" (the
"Series D Preferred  Stock").  Each share of -----------  the Series D Preferred
Stock  shall be  identical  in all  respects  with the other  shares of Series D
Preferred Stock.

     B. Number.  The number of shares of Series D Preferred  Stock shall be Four
Hundred Thousand  (400,000),  which number from time to time may be increased or
decreased (but not below the number then  outstanding) by the Board of Directors
of the  Corporation.  Any shares of Series D Preferred  Stock  purchased  by the
Corporation shall be canceled and shall revert to authorized but unissued shares
of Preferred Stock undesignated as to series.

     C. Voting. The Series D Preferred Stock shall vote on any matter upon which
shareholders of the Corporation are entitled to vote, together as a single class
with such shareholders,  except as specifically  provided herein or as otherwise
provided by law.  Each share of Series D Preferred  Stock shall have a number of
votes  equal to the  number  of  shares  of  Common  Stock  then  issuable  upon
conversion of such share of Series D Preferred Stock.

     D. Dividends. The holder of each share of Series D Preferred Stock shall be
entitled to receive,  prior and in preference to any distribution to the holders
of Common Stock,  the holders of the Series B Preferred Stock and the holders of
the Series C Preferred Stock, cumulative dividends at the rate per annum of nine
percent (9%) of the Two Dollars and  Fifty-one  Cent ($2.51)  original  issuance
price per share (the "Original  Issuance Price") of the Series D Preferred Stock
declared by the Board of Directors out of funds legally available therefor.  All
accrued but unpaid  dividends  on  outstanding  shares of the Series D Preferred
Stock  must be paid in full  before any cash  dividend  may be  declared  on the
Common Stock, the Series B Preferred Stock or the Series C Preferred Stock.

     E. Rights Upon  Liquidation.  In the event of any voluntary or  involuntary
liquidation,  dissolution  or winding-up of the  Corporation,  the assets of the
Corporation  available for distribution to its shareholders shall be distributed
in the following order of priority:

          1. The  remaining  assets,  if any, of the  Corporation  available for
distribution  to the  shareholders  shall be distributed in accordance  with the
provisions  of Series B Preferred  Stock as provided in Article III,  Section 4G
hereof and the Series C Preferred  Stock as provided in Article III,  Section 5F
hereof.



                                       7
<PAGE>

          2. After  distribution  of the amount set forth  above,  the holder of
each share of Series D  Preferred  Stock then  outstanding  shall be entitled to
receive,  prior and in preference to any  distribution  to the holders of Common
Stock, an amount equal to the Original Issuance Price plus nine (9%) percent per
annum of the Original  Issuance Price from the date of original  issuance of the
Series D Preferred Stock to the date of distribution, provided such amount shall
be reduced by an amount equal to all dividends declared and paid with respect to
such share of Series D Preferred  Stock since the original date of issuance.  If
the  assets  and funds of the  Corporation  available  for  distribution  to the
holders of Series D Preferred  Stock shall be insufficient to permit the payment
of the full preferential  amount set forth in this Section,  then all the assets
of the  Corporation  available  for  distribution  shall be  distributed  to the
holders of Series D  Preferred  Stock pro rata so that each share  receives  the
same percentage of its respective liquidation interest.

          3. After  distribution  of the amount set forth above,  the  remaining
assets,   if  any,  of  the  Corporation   available  for  distribution  to  the
shareholders  shall be  distributed  to holders of shares of Common Stock to the
exclusion of the holders of Series B Preferred  Stock,  Series C Preferred Stock
and Series D Preferred  Stock until such  holders of Common Stock have been paid
an amount  equal to the  aggregate  liquidation  price of the Series B Preferred
Stock,  Series C Preferred Stock and the Series D Preferred  Stock, and then, if
any assets remain,  the balance shall be  distributed  ratably to the holders of
Common Stock and to the holders of Series B Preferred Stock,  Series C Preferred
Stock and the holders of Series D Preferred Stock.

          4. For purposes of this Section, the following  transactions shall, at
the  election  of the holders of a majority  of the then  outstanding  shares of
Series D Preferred Stock, be deemed to be a liquidation of the Corporation:  (i)
the acquisition of the Corporation by a non-affiliated third party pursuant to a
merger,  consolidation  or  business  combination;  (ii)  the  sale  of all or a
substantial  part of the assets of the  Corporation  to a  non-affiliated  third
party;  (iii) the  occurrence of a  transaction  pursuant to which any entity or
person  shall,  alone or in  combination  with any  affiliate (as defined in the
Securities and Exchange Act of 1934 as amended and all  regulations  promulgated
pursuant thereto, (the "Exchange Act")), become the beneficial owner (as defined
in Rules 13(d) and 13(d)-5  under the Exchange  Act) of fifty  percent  (50%) or
more of any  outstanding  class  of  capital  stock  of the  Corporation  having
ordinary voting power in the election of its directors;  or (iv) the Corporation
shall cease to own than eighty  percent (80%) or more of the voting stock of any
of its subsidiaries  (unless such failure is due to the merger of any subsidiary
with and into the Corporation).

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

          1. Right To Convert.  Each share of Series D 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  nonassessable  shares of
Common Stock as is determined by dividing the original  purchase price per share
by the Conversion Price applicable to each such share, determined as hereinafter
provided,  in effect on the date the  certificate is surrendered for conversion.
The  price at which  shares  of  Common  Stock  shall be  deliverable  upon such
conversion (the "Conversion  Price") shall initially be equal to two dollars and


                                       8
<PAGE>

fifty-one cents ($2.51) 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 D Preferred
Stock  shall be entitled  voluntarily  to convert the same into shares of Common
Stock,  he shall  surrender  the  certificate  or  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 issued.  The Corporation shall, as
soon as practicable thereafter,  issue and deliver at such office to such holder
of Series D 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 D 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
D 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)  "Options"  shall mean rights,  options,  or warrants to
subscribe for,  purchase or otherwise acquire either Common Stock or Convertible
Securities (defined below).

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

                    (A) "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,  other than (i) up to 606,904  shares of
Common  Stock that may be  issuable  to the former  preferred  shareholders  and
noteholders  of CareCentric  Solutions,  Inc.  ("CareCentric")  pursuant to that
certain  Agreement  and  Plan  of  Merger  by  and  among  CareCentric,  Simione
Acquisition  Corporation  and the  Corporation,  dated July 12,  1999,  and (ii)
shares of Common  Stock for which  adjustment  of the  Conversion  Price is made
pursuant to Section 6.F.3(d) or 6.F.3(e) below.

               (b) Adjustments.  If the Corporation shall issue,  after the date
upon  which any  shares of Series D  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.



                                       9
<PAGE>

               (c) Determination of Consideration.  For purposes of this Section
6.F.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 consist 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 D 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 D 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  6.F.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
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
Combinations  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


                                       10
<PAGE>

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 D 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  6.F.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 D  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 D 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
all times in good faith assist in the carrying out of all the provisions of this
Section  6.F.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 D 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
6.F.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 D 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 D 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 D 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 or other  rights;


                                       11
<PAGE>

(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 D 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  Preferred  Stock  pursuant  hereto;  provided,
however,  that the Corporation  shall not be obligated to pay any transfer taxes
resulting from any transfer  requested by any holder in connection with any such
conversion.

          (j)  Reservation of Stock Issuable 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 D 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 D  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 D
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 D  Preferred  Stock.  All shares of
Common Stock (including fractions thereof) issuable upon conversion of more than
one share of Series D 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.



                                       12
<PAGE>

          (l) Notices.  Any notice  required by the  provisions  of this Section
6.F.3 to be given to the holders of shares of Series D 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.

                         IV. REGISTERED AGENT AND OFFICE
                         -------------------------------

     The street address of the initial  registered  office of the Corporation is
1209  Orange  Street,  Wilmington,  Delaware  19801 and the name of the  initial
registered  agent of the  Corporation at that address is The  Corporation  Trust
Company, County of New Castle.

                         V. SECTION 203, DELAWARE G.C.L.
                         -------------------------------

     The  Corporation  elects not to be governed by Section 203 of the  Delaware
General Corporation Law, as in effect from time to time.

                             VI. AMENDMENT OF BYLAWS
                             -----------------------

     The Bylaws of the  Corporation  may be adopted,  amended or repealed by the
stockholders or by a majority of the Board of Directors of the Corporation.

                           VII. LIABILITY OF DIRECTORS
                           ---------------------------

     A director of the Corporation shall not be liable to the Corporation or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
provided  that this  Article  shall not  eliminate  or limit the  liability of a
director (i) for any breach of the director's duty of loyalty to the Corporation
or its  stockholders,  (ii) for  acts or  omissions  not in good  faith or which
involve  intentional  misconduct  or a knowing  violation  of law,  (iii)  under
section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit.

     IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate of
Incorporation to be signed by its 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 Restated Certificate in the official capacity set
forth beneath his signature and that the  statements  set forth in this Restated
Certificate  are true and correct to his own  knowledge  this 8th day of August,
2000.


                                        _______________________________________
                                        R. Bruce Dewey
                                        President and Chief Executive Officer