Exhibit 4.2

               CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS

                                       OF

                    THE SERIES A CONVERTIBLE PREFERRED STOCK

                                       OF

                                  I-TRAX, INC.

                            -------------------------

        (Pursuant to Section 151 of the Delaware General Corporation Law)

                            -------------------------

         I-trax, Inc., a corporation organized and existing under the laws of
the State of Delaware (the "Company"), hereby certifies that, pursuant to the
authority vested in the Board of Directors of the Company (the "Board") by the
Certificate of Incorporation of the Company, as amended (the "Certificate of
Incorporation"), the following resolution was adopted as of December 24, 2003 by
the Board pursuant to Section 141 of the Delaware General Corporation Law:

         RESOLVED, that pursuant to the authority granted to and vested in the
Board in accordance with the provisions of the Certificate of Incorporation
there shall be created a series of Preferred Stock, $0.001 par value per share,
with the following designations, powers, preferences, rights, qualifications,
limitations and restrictions:

         1. Designation and Number of Shares. There shall hereby be created and
established a series of Preferred Stock designated as "Series A Convertible
Preferred Stock." The authorized number of shares of Series A Preferred Stock is
1,500,000.

         2. Conversion.

                  (a) Conversion Formula. Each share of Series A Preferred Stock
is convertible into the number of shares of common stock, par value $.001 per
share, of the Company ("Common Stock") equal to the quotient of Twenty-Five
Dollars ($25.00) (the "Original Issue Price") divided by the then applicable
Conversion Price (as defined below).

                  (b) Optional or Automatic Conversion.

                           (1)  Optional  Conversion.  Subject to Section  2(c),
Shares of Series A Preferred  Stock are  convertible in whole or in part, at any
time, or from time to time upon the election of the holder (such conversion,  an
"Optional Conversion").


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                           (2) Automatic Conversion. If (i) the shares of Common
Stock issuable upon conversion of the Series A Preferred Stock (the "Underlying
Shares") are registered for resale under the Securities Act of 1933, as amended,
(ii) there is an effective registration statement and a related prospectus
permitting resale of the Underlying Shares during the entire Automatic
Conversion Period (as defined below); (iii) during the entire Automatic
Conversion Period, the Common Stock is listed or admitted for trading on The
Nasdaq National Market, The American Stock Exchange or the New York Stock
Exchange; and (iv) the Company has honored all conversions for which a
Conversion Notice (as defined below) has been received in accordance with
Section 2(e)(5), the Shares of Series A Preferred Stock will be automatically
converted, to the extent not restricted by Section 2(c), on the Trading Day (as
defined below) immediately following the twentieth (20th) Trading Day out of
thirty (30) consecutive Trading Days on which the Market Price (as defined
below) of a share of Common Stock is equal to or greater than Seven Dollars
Fifty Cents ($7.50) (subject to adjustment in the event of stock splits, reverse
stock splits, stock dividends, recapitalizations or similar events and) (such
conversion, the "Automatic Conversion," such 30 Trading Day period, the
"Automatic Conversion Period" and the date on which it occurs, the "Automatic
Conversion Date").

                           (3) Manner of Conversion.  Each such conversion under
this Section 2(b) will be in accordance with the terms of Section 2(a) above.

                  (c) 4.9% Limitation.

                           (1) Limitation. Notwithstanding anything to the
contrary contained herein, the number of shares of Common Stock that may be
acquired at any time by a holder of Series A Preferred Stock upon conversion of
Series A Preferred Stock will not exceed a number that, when added to the total
number of shares of Common Stock deemed beneficially owned by such holder (other
than by virtue of the ownership of securities or rights to acquire securities
that have limitations on the holder's right to convert, exercise, or purchase
similar to the limitation set forth herein ("Excluded Shares")), together with
all shares of Common Stock beneficially owned at such time (other than by virtue
of the ownership of Excluded Shares) by persons whose beneficial ownership of
Common Stock would be aggregated with the beneficial ownership of such holder
for purposes of determining whether a group exists or for purposes of
determining the holder's beneficial ownership (the "Aggregation Parties"), in
either case for purposes of Section 13(d) of the Securities Exchange Act of 1934
(the "Exchange Act"), Rule 13d-1 to 7, and Schedules 13D and 13G thereunder
(including as the same is made applicable to Section 16 of the Exchange Act and
the rules promulgated thereunder), would result in the beneficial ownership by
such holder or such group of more than 4.9% of the shares of Common Stock for
purposes of Section 13(d) or Section 16 of the Exchange Act and the rules
promulgated thereunder. The Company and the holders of Series A Preferred Stock
agree that, if and to the extent this Section 2(c) would restrict the conversion
of the shares of Series A Preferred Stock held by any holder (a "Restricted
Holder"), then notwithstanding anything to the contrary contained herein, only
that portion of the shares of Series A Preferred Stock held by the Restricted
Holder as may be converted in accordance with this Section 2(c) will be
converted and the remaining shares of Series A Preferred Stock held by the
Restricted Holder will remain outstanding until the ninetieth (90th) day
following the date of the Automatic Conversion Date, at



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which time the remaining shares of Series A Preferred Stock held by the
Restricted Holder will automatically convert into shares of Common Stock in the
manner provided for in Section 2(b) above and the limitation on conversion set
forth in this Section 2(c) will cease and be of no further force or effect. Any
Restricted Holder will promptly (and in any event prior to the Automatic
Conversion Date) notify the Company in writing if this Section 2(c) would
restrict conversion of such holder's Series A Preferred Stock, specifying
therein the number of shares of Series A Preferred Stock so restricted. If at
any time the limits in this Section 2(c) make the shares of Series A Preferred
Stock held by any holder not convertible in whole or in part, the Company shall
not by reason thereof be relieved of its obligation to issue shares of Common
Stock at any time or from time to time thereafter as and when shares of Common
Stock may be issued without violating such restrictions. Notwithstanding
anything else in this Section 2(c) to the contrary, all shares of Series A
Preferred Stock will cease to accrue dividends effective as of the Automatic
Conversion Date.

                           (2) Waiver of Limitation. Any holder of Series A
Preferred Stock may waive the provisions of this Section 2(c) upon sixty-one
(61) day notice to the Company to this effect.

                           (3) Exception to Limitation. The provisions of this
Section 2(c) will not apply to any holder of Series A Preferred Stock that is
also a holder of 5% or more of the outstanding shares of Common Stock (which,
for the avoidance of doubt, will specifically exclude shares of Common Stock
that such holder of Series A Preferred Stock may acquire at any time upon
conversion of Series A Preferred Stock) and is in compliance with the
requirements of Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder (including as the same is made applicable to Section 16
of the Exchange Act and the rules promulgated thereunder) for so long as such
holder continues to comply with such requirements.

                  (d) Additional Definitions.

                           (1) Conversion Price. The initial "Conversion Price"
of each share of Series A Preferred Stock is Two Dollars Fifty Cents ($2.50)
(such that on the date on which shares of Series A Preferred Stock are first
issued, each such share would convert into ten (10) shares of Common Stock). The
initial and any subsequent Conversion Price is subject to adjustment as provided
in Section 3 below.

                           (2) Market Price. "Market Price" means, with respect
to the shares of Common Stock on a Trading Day, (i) if the shares are listed or
admitted for trading on any national securities exchange or included in The
Nasdaq National Market or Nasdaq SmallCap Market, the last reported sales price
as reported on such exchange or market on such Trading Day; (ii) if the shares
are not listed or admitted for trading on any national securities exchange or
included in The Nasdaq National Market or Nasdaq SmallCap Market, the average of
the last reported highest closing bid and lowest asked quotation for the shares
as reported on the National Association of Securities Dealers Automated
Quotation System ("NASDAQ") or a similar service if NASDAQ is not reporting such
information on such Trading Day; or (iii) if the shares are not listed or
admitted for trading on any national securities exchange or included in The




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Nasdaq National Market or Nasdaq SmallCap Market or quoted by NASDAQ or a
similar service, the average of the last reported highest bid and lowest asked
quotation for the shares as quoted by a market maker in the shares (or if there
is more than one market maker, the highest bid and lowest asked quotation shall
be obtained from two market makers and the average of the highest bid and lowest
asked quotation) on such Trading Day. In the absence of any available public
quotations for the Common Stock, the Board shall determine in good faith the
fair value of the Common Stock, which determination shall be set forth in a
certificate by the Secretary of the Company, and which shall constitute the
Market Price.

                           (3) Trading Day. "Trading Day" means a day on which
the principal market or quotation system on which shares of Common Stock are
traded or quoted is open to transact business.

                  (e) Effecting a Conversion.

                           (1) Optional Conversion. The holder of a share of
Series A Preferred Stock shall effect an Optional Conversion by surrendering to
the Company the certificate representing such share, together with written
notice of election to convert and specifying the name and address in which a
certificate or certificates of shares of Common Stock are to be issued (a
"Conversion Notice"). Each Conversion Notice shall specify the number of shares
of Series A Preferred Stock to be converted and the effective date of such
conversion, which date may be neither prior to, nor more than ten (10) days
after, the date the holder delivers such Conversion Notice to the Company. If
the effective date of the conversion is not specified in a Conversion Notice,
the effective date of the conversion will be the date that the Conversion Notice
is received by the Company. Each Conversion Notice, once given, is irrevocable,
except that (A) a conversion not honored, and the shares issuable thereunder not
delivered, within three business days of the effective date of such conversion
will be revocable until such conversion is honored and the shares issuable
thereunder delivered and (B) the effectiveness of a Conversion Notice may be
made conditional upon external events, such as the acceptance for purchase in a
tender offer of Underlying Shares, or the consummation of a merger or other
transaction involving Underlying Shares. A holder of shares of Series A
Preferred Stock may only convert shares of Series A Preferred Stock in blocks
equal to at least the lesser of (i) the number of shares of Series A Preferred
Stock convertible into five thousand (5,000) shares of Common Stock and (ii) all
shares of Series A Preferred Stock then held by the holder. If the holder is
converting less than all shares of Series A Preferred Stock represented by the
certificate or certificates tendered by the holder to the Company with the
Conversion Notice, the Company will convert the number of shares of Series A
Preferred Stock so specified and shall within three business days of the
effective date of conversion deliver to such holder a certificate for such
number of shares of Series A Preferred Stock as have not been converted.

                           (2) Automatic Conversion. Upon Automatic Conversion,
the Company will notify each holder of Series A Preferred Stock of the effective
date of Automatic Conversion and each holder shall surrender the certificate or
certificates representing all of the shares of Series A Preferred Stock owned by
such holder. Each holder of shares of Series A Preferred Stock will be deemed a
holder of record of the Common Stock upon such Automatic Conversion.



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<PAGE>


                           (3) Dividends. Upon a conversion or a deemed
conversion hereunder, including without limitation under Section 5(c), of a
share of Series A Preferred Stock all accrued and unpaid dividends on such share
shall, at the election of the Company, be paid either in cash, to the extent
funds are legally available therefor, or that number of shares of Common Stock
equal to the quotient of such accrued and unpaid dividends divided by the
average Market Price of the Common Stock for the ten (10) consecutive Trading
Days preceding the effective date of conversion. Pursuant to this Section
2(e)(3), accrued but unpaid dividends may only be paid in shares of Common Stock
if such Shares of Common Stock are registered under the Securities Act of 1933,
as amended.

                           (4) Fractional Shares. The value of all fractional
shares resulting from a conversion of shares of Series A Preferred Stock or
accrued but unpaid dividends thereon will be rounded down to the nearest whole
cent and paid out in cash.

                           (5) Miscellaneous. The Company will cancel upon
receipt all certificates representing shares of Series A Preferred Stock
surrendered for conversion for which conversions have been honored. Within three
business days of the date of conversion, the Company shall deliver to the holder
of shares so surrendered certificate(s) representing the number of shares of
Common Stock into which such shares were converted.

                  (f) Reservation of Shares.

                           (1) Reserved Shares. The Company will at all times
reserve and keep available out of its authorized and unissued Common Stock
solely for the purpose of issuance upon conversion of Series A Preferred Stock
as herein provided, free from preemptive rights or any other actual contingent
purchase rights of persons other than the holders of Series A Preferred Stock,
not less than such number of shares of Common Stock as shall be issuable upon
the conversion of all outstanding shares of Series A Preferred Stock. All shares
of Common Stock issued upon conversion of shares of Series A Preferred Stock
shall be duly and validly authorized and fully paid and non-assessable.

                           (2) Additional Shares. 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 Series A Preferred Stock, in
addition to such other remedies as shall be available to the holders of such
Series A Preferred Stock, the Company will take such corporate action as is
necessary to increase its authorized but unissued shares of Common Stock to such
number of shares as shall be sufficient for such purposes.

                  (g) Issue Taxes. The Company shall pay any issue taxes
incurred in respect of the issue of shares of Common Stock upon conversion of
shares of Series A Preferred Stock. If a holder of shares of Series A Preferred
Stock specifies that the shares of Common Stock to be issued are to be issued in
a name or names other than the name or names in which such Series A Preferred
Stock stand, then the Company will not be required to pay any additional
transfer or other taxes incurred by reason of the issuance of such shares of
Common Stock to the name of another, and if the appropriate transfer taxes are
not paid to the Company or the transfer agent for


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<PAGE>


the Series A Preferred Stock at the time of such conversion, the shares of
Common Stock issued upon conversion thereof may be registered in the name or
names in which the Series A Preferred Stock were registered, despite the
instructions to the contrary.

         3. Adjustment of Conversion Price. The number and kind of securities
issuable upon the conversion of the Series A Preferred Stock and the Conversion
Price will be adjusted from time to time in accordance with the following
provisions:

                  (a) Subdivision or Combination of Shares. If, while any share
of Series A Preferred Stock is outstanding, the Company (i) subdivides the
outstanding shares of Common Stock into a larger number of shares or (ii)
combines the outstanding shares of Common Stock into a smaller number of shares,
then, and in each such event, the Conversion Price in effect immediately prior
to such event shall be adjusted (and any other appropriate actions pertaining to
the Series A Preferred Stock will be taken by the Company) so that the holder of
any outstanding share of Series A Preferred Stock thereafter surrendered for
conversion will receive the number of shares of Common Stock or other securities
of the Company that such holder would have owned or would have received upon or
by reason of any event described in this Section 3(a) had such share of Series A
Preferred Stock been converted immediately prior to the occurrence of such
event. An adjustment made pursuant to this Section 3(a) shall become effective
retroactively in the case of any such subdivision or combination, to the close
of business on the day upon which such corporate action becomes effective.

                  (b) Stock Dividends. If, while any share of Series A Preferred
Stock is outstanding, the Company declares, pays or otherwise distributes a
dividend or other distribution with respect to outstanding shares of Common
Stock (or declares such dividend), the Conversion Price shall be reduced, as of
the date a record is taken of the holders of Common Stock for the purpose of
receiving such dividend or other distribution (or if no such record is taken, as
at the earliest of the date of such declaration, payment or other distribution),
to the Conversion Price determined by multiplying the Conversion Price in effect
immediately prior to such declaration, payment or other distribution by a
fraction (i) the numerator of which is the number of shares of Common Stock
outstanding immediately prior to such declaration, payment or other
distribution, and (ii) the denominator of which is the total number of shares of
Common Stock outstanding immediately after such declaration, payment or other
distribution. If the Company declares, pays or otherwise distributes any
dividend on the Common Stock payable in any right to acquire Common Stock for no
consideration, then the Company 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.

                  (c) Capital Events.

                           (1) Condition to Capital Event. While any Share of
Series A Preferred Stock is outstanding, in advance of, and as a condition to
the occurrence of, any Capital Event (as defined below), any resulting successor
or acquiring entity (if not the Company) must assume by written instrument the
obligations of this Section 3(c).



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                           (2) Capital Event Obligations. If, while any share of
Series A Preferred Stock is outstanding, there is a Capital Event (as defined
below), the Board, in advance of such Capital Event and subject to the right of
the holder of shares of Series A Preferred Stock to elect to declare certain
such events a Deemed Liquidation pursuant to Section 5(c) below, shall make
appropriate adjustment (as reasonably determined in good faith by the Board) in
the application of the provisions herein set forth with respect to rights and
interests thereafter of the holder of the Series A Preferred Stock, to the end
that the provisions set forth herein (including the specified changes in and
other adjustments of the number of shares underlying the Series A Preferred
Stock) shall thereafter be applicable, as near as reasonably may be, in relation
to any such shares of stock or other securities or other property thereafter
deliverable upon conversion of the Series A Preferred Stock. "Capital Event"
means (i) a capital reorganization or reclassification (other than a change in
par value) of the capital stock of the Company, or (ii) exchange or conversion
of the Common Stock for or into securities of another corporation or other
entity, or (iii) consolidation or merger of the Company into any other person
(other than a merger which does not result in any reclassification, conversion,
exchange or cancellation of outstanding shares of Common Stock) or (iv) sale,
lease or other conveyance of all or substantially all of the assets of the
Company.

                  (d) Other Provisions Applicable to Adjustment Under this
Section 3. The following provisions apply to an adjustment of the Conversion
Price as provided in this Section 3:

                           (1) Treasury Shares. The number of shares of Common
Stock at any time outstanding
shall not include any shares thereof then directly or indirectly owned or held
by or for the account of the Company.

                           (2) Other Action Affecting Common Stock. If the
Company takes any action affecting the outstanding number of shares of Common
Stock other than an action described in Sections 3(a)-3(c), which would have an
inequitable effect on the holders of the Series A Preferred Stock, then the
Conversion Price shall be adjusted in such manner and at such times as the Board
may in good faith determine to be equitable in the circumstances.

                           (3) Minimum Adjustment. No adjustment of the
Conversion Price shall be made if such adjustment is less than one percent (1%)
of the Conversion Price then in effect, but any such amount will be carried
forward and an adjustment in respect thereof shall be made at the time of and
together with any subsequent adjustment which, together with such amount and any
other amount or amounts so carried forward, shall aggregate an increase or
decrease of one percent (1%) or more.

                           (4) Certain Adjustments. The Conversion Price shall
not be adjusted upward except in the event of a combination of the outstanding
shares of Common Stock into a smaller number of shares of Common Stock.

                  (e) No Impairment. The Company shall 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


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observance or performance of any of the terms to be observed or performed
hereunder by the Company but will at all times in good faith assist in the
carrying out of all the provisions of Section 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 A Preferred Stock against impairment.

                  (f) Notices of Adjustments. Whenever the Conversion Price is
adjusted as herein provided, the Chief Financial Officer (or another senior
executive officer in the absence of the Chief Financial Officer) of the Company
shall, in good faith, compute the adjusted Conversion Price in accordance with
the foregoing provisions and prepare a written certificate setting forth such
adjusted Conversion Price and showing in detail the facts upon which such
adjustment is based, and such written instrument shall promptly be delivered to
each record holder of the Series A Preferred Stock.

         4. Rank. In a Liquidation (as defined in Section 5(a) below), Series A
Preferred Stock will rank, as to dividends and rights upon liquidation,
dissolution or winding up, senior and prior to (i) Common Stock and (ii) each
other class or series of capital stock of the Company hereafter created which
does not expressly rank pari passu with or senior to Series A Preferred Stock.
(All equity securities of the Company to which the Series A Preferred Stock
ranks senior, whether with respect to dividends, rights upon liquidation,
dissolution, winding up or otherwise, including the Common Stock, are
collectively referred to herein as "Junior Securities," all equity securities of
the Company to which the Series A Preferred Stock ranks on a parity with,
whether with respect to dividends or upon liquidation, dissolution, winding up
or otherwise, are collectively referred to herein as "Parity Securities" and all
equity securities of the Company to which the Series A Preferred Stock ranks
junior, whether with respect to dividends or upon liquidation, dissolution,
winding up or otherwise are collectively referred to herein as "Senior
Securities").

         5.       Liquidation Rights.

                  (a) Liquidation Preference. Upon a voluntary or involuntary
liquidation, or dissolution or winding up of the Company (a "Liquidation"),
before any distribution of assets are made to the holders of Junior Securities,
the holder of each then outstanding share of Series A Preferred Stock shall be
paid out of the assets of the Company legally available for distribution to its
stockholders (the "Available Assets") the Original Issue Price plus all
dividends accrued but unpaid on the Original Issue Price (whether or not
declared) up to the date of the Liquidation (such amount, the "Liquidation
Preference").

                  (b) Priority. If the Available Assets are insufficient to pay
the holders of outstanding shares of Series A Preferred Stock and of all Parity
Securities the full Liquidation Preference of all such securities, then the
holders of all such shares shall share the Available Assets ratably with all
other holders of shares of Series A Preferred Stock and Parity Securities in
such distribution of assets in proportion to the Liquidation Preference of the
respective shares.

                  (c) Deemed Liquidation. The holders of a majority of the then
outstanding shares of Series A Preferred Stock, acting as a single class, may
deem a Liquidation to be any of the following (each such event, a "Deemed
Liquidation"): (i) a merger, reorganization or


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consolidation of the Company with or into another corporation or other similar
transaction or series of related transactions if the Company is not the
surviving entity in such merger, reorganization, consolidation or similar
transaction or series of related transactions or if the member of the Board
immediately prior to such merger, reorganization, consolidation or similar
transaction do not continue as a majority of members of the Board of the
surviving entity immediately after such merger, reorganization, consolidation or
similar transaction; and (ii) the sale of all or substantially all the assets of
the Company. Upon a Deemed Liquidation, holders of Series A Preferred Stock may
elect to receive either (i) the Liquidation Preference or (ii) the consideration
issuable in the merger, reorganization or consolidation or similar transaction
to the holders of shares of the Common Stock pro rata with such holders as if
the outstanding shares of Series A Preferred Stock were converted into shares of
Common Stock pursuant to Section 2 above immediately prior to the record date of
such merger, reorganization or consolidation or similar transaction. The value
of consideration issuable in any merger, reorganization or consolidation or
similar transaction shall be determined in good faith by the Board.

                  (d) Notice. The Company will send a written notice of a
Liquidation or a possible Deemed Liquidation to the holders of record of the
Series A Preferred Stock, stating a payment date, the liquidation amount and the
place where the Liquidation Amount will be paid, not less than thirty (30) days
prior to the payment date, using any of the following delivery methods: (i) in
person; (ii) mailed by certified or registered mail, return receipt requested;
(iii) sent by national courier; or (iv) sent by telecopier. The notice will be
addressed to each holder as shown by the records of the Company.

         6. Dividends. Each share of Series A Preferred Stock will accrue
dividends at the rate of 8% per annum on the Original Issue Price beginning on
the Original Issue Date of such share of Series A Preferred Stock. Accrued and
unpaid dividends are payable in accordance with Section 2(e)(3) or 5(a).

         7. Voting Rights.

                  (a) Stockholder Votes. Each holder of outstanding shares of
Series A Preferred Stock is entitled to the number of votes equal to the number
of whole shares of Common Stock into which the shares of Series A Preferred
Stock held of record by such holder are convertible at each meeting of
stockholders of the Company (and written actions of stockholders in lieu of
meetings) with respect to any and all matters presented to the stockholders of
the Company for their action or consideration. Except as provided by law and by
the provisions of Section 8 below, the holders of shares of Series A Preferred
Stock shall vote together with the holders of Common Stock as a single class.

                  (b) Notice. The Company shall notify in writing each holder of
Series A Preferred Stock of any meeting of the stockholders (and provide them
with copies of proxy materials and other information sent to stockholders). In
the event of any undertaking by the Company of a record of its stockholders for
the purpose of determining stockholders who are entitled to receive payment of
any dividend or other distribution, any right to subscribe for, purchase or
otherwise acquire (including by way of merger, consolidation, recapitalization
or similar transaction) any share of any class or any other securities or
property, or to receive any


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other right, or for the purpose of determining stockholders who are entitled to
vote in connection with a Liquidation the Company shall mail a notice to each
holder, at least ten (10) days prior to the record date specified therein (or
twenty (20) days prior to the consummation of any transaction or event,
whichever is earlier), of the date on which any such record is to be taken for
the purpose of such dividend, distribution, right or other event, and a brief
statement regarding the amount and character of such dividend, distribution,
right or other event to the extent known at such time.

                  (c) Delaware General Corporation Law. To the extent that under
the Delaware General Corporation Law ("DGCL") the vote of the holders of the
Series A Preferred Stock, voting separately as a class or series as applicable,
is required to authorize a given action of the Company, the affirmative vote or
consent of the holders of at least a majority of the shares of Series A
Preferred Stock then outstanding represented at a duly held meeting at which a
quorum is present or by written consent of a majority of the shares of Series A
Preferred Stock (except as otherwise may be required under the DGCL) shall
constitute the approval of such action by the class.

         8. Protective Provision. As long as the shares of Series A Preferred
Stock are outstanding, the Company shall not, without the consent of at least a
majority of the then outstanding shares of Series A Preferred Stock:

                  (a) Parity or Senior Securities. Authorize, issue or sell, or
agree to authorize, issue or sell, any new class or series of Parity Securities,
Senior Securities or securities or rights of any kind convertible into or
exercisable or exchangeable for any Parity Securities or Senior Securities;

                  (b) Charter Amendments. Amend the Certificate of Incorporation
or Bylaws of the Company so as to affect adversely the rights, preferences or
privileges of the Series A Preferred Stock or any Parity Securities or Senior
Securities; or

                  (c) Dividends. Declare, pay, or set aside for payment any
dividend on any Junior Securities (except for dividends payable in Junior
Securities) or Parity Securities (unless the Series A Preferred Stockholders
shall participate in such dividend pari passu).

         9. No Reissuance of Series A Preferred Stock. Shares of Series A
Preferred Stock acquired by the Company upon redemption, purchase, conversion or
otherwise shall not be reissued, and all such shares of Series A Preferred Stock
shall be cancelled, retired and eliminated from the shares of Series A Preferred
Stock which the Company shall be authorized to issue. Any such shares of Series
A Preferred Stock acquired by the Company shall have the status of authorized
and unissued shares of Preferred Stock issuable in undesignated series and may
be redesignated and reissued in any series of preferred stock other than as
Series A Preferred Stock. No shares of Series A Preferred Stock shall be
authorized or issued after the date of this resolution other than those set
forth in Section 1.

         10. Registered Holders. A holder of Series A Preferred Stock registered
on the Company's stock transfer books as the owner of shares of Series A
Preferred Stock shall be


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treated as the owner of such shares of all purposes. All notices and all
payments required to be mailed to a holder of shares of Series A Preferred Stock
shall be mailed to such holder's registered address on the Company's stock
transfer books, and all dividends and redemption payments to a holder of Series
A Preferred Stock made hereunder shall be deemed to be paid in compliance hereof
on the date such payments are deposited into the mail addressed to such holder
at his registered address on the Company's stock transfer books.

         11. Certain Remedies. Any registered holder of shares of Series A
Preferred Stock is entitled to an injunction or injunctions to prevent breaches
of the provisions of this Certificate of Designations and to enforce
specifically the terms and provisions of this Certificate of Designations in any
court of the United States of America or any state thereof having jurisdiction,
this being in addition to any other remedy to which such holder may be entitled
at law or in equity.

         12. Headings of Subdivisions. The headings of the various subdivisions
hereof are for convenience of reference only and shall not affect the
interpretation of any of the provisions hereof.

         13. Severability of Provisions. If any right, preference or limitation
of the Series A Preferred Stock set forth herein (as may be amended) from time
to time is invalid, unlawful or incapable of being enforced by reason of any
rule of law or public policy, such right, preference or limitation (including,
without limitation, the dividend rate) shall be enforced to the maximum extent
permitted by law and all other rights, preferences and limitations set forth
herein (as so amended) which can be given effect without the invalid, unlawful
or unenforceable right, preference or limitation herein set forth shall be
deemed dependent upon any other such right, preference or limitation unless so
expressed herein.

         IN WITNESS WHEREOF, the undersigned, being the Chief Executive Officer
of the Company, has executed this Certificate of Designations as of March 19,
2004.

                                  I-TRAX, INC.



                                         By:  /s/ Frank A. Martin
                                              -------------------------------
                                              Name:  Frank A. Martin
                                              Title: Chief Executive Officer



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