CERTIFICATE OF DESIGNATION,  POWERS, PREFERENCES AND RIGHTS OF THE  SERIES B CONVERTIBLE PREFERRED STOCK  OF  PRACTICEWORKS, INC.

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

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PracticeWorks, Inc.
(the "Corporation"), a corporation organized and validly existing under the General Corporation Law of the State of Delaware,
filed its original Certificate of Incorporation with the Corporations Division on August 10, 2000. Under the provisions of and subject to the requirements of Section 151(g) of the
General Corporation Law of the State of Delaware, the undersigned, desiring to set the designation, powers, preferences and rights of the authorized but unissued preferred stock of the Corporation,
does hereby certify that the following resolutions were duly adopted by the Board of Directors of the Corporation pursuant to unanimous written consent dated April 17, 2001:

WHEREAS,
the Certificate of Incorporation, dated August 10, 2000 (the "Certificate of Incorporation"), authorizes a class of stock designated as
preferred stock (the "Preferred Stock"), comprising 20,000,000 shares, par value $.01 per share, provides that such Preferred Stock may be issued from time to time in one
or more series, and vests authority in the Board of Directors of the Corporation, within the limitations and restrictions stated in the Certificate of Incorporation, to fix or alter the voting powers,
designations, preferences and relative participating, optional or other special rights, rights and terms of redemption, the redemption price or prices and the liquidation preferences of any series of
Preferred Stock within the limitations set forth in the Delaware General Corporation Law (the "DGCL");

WHEREAS,
it is the desire of the Board of Directors of the Corporation to designate one new series of Preferred Stock and to fix the voting powers, designations, preferences and rights,
and the qualifications, limitations or restrictions thereof, as provided herein (this "Certificate of Designations").

NOW,
THEREFORE, BE IT RESOLVED, that the Corporation does hereby designate 1,000,000 shares of the authorized but unissued Preferred Stock as Series B Convertible Preferred
Stock (the "Series B Preferred Stock") and does hereby fix the powers, preferences and relative participating, optional or other special rights and qualifications,
limitations or restrictions of the Series B Preferred Stock to be as follows:

SERIES B CONVERTIBLE PREFERRED STOCK

1.    Number of Shares and Designation.1,000,000 shares of the preferred stock, par value $0.01 per share,
of the Corporation are hereby constituted as a series of the Preferred Stock designated as the Series B Convertible Preferred Stock.

2.    Definitions.For purposes of the Series B Preferred Stock, the following terms shall have the meanings
indicated:

"Board of Directors"means the board of directors of the Corporation or any committee authorized by such Board of Directors.

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"Business Day"means any day other than a Saturday, Sunday or a day on which banking institutions in the City of New York are authorized
or obligated by law or executive order to close.

"Closing Price"of the Common Stock on any day means on such day the reported last sales price for the Common Stock or, in case no sale
takes place on such day, the average of the reported closing bid and asked prices for the Common Stock, in either case as reported on the American Stock Exchange (the "AmEx") or (if applicable) The
National Market System ("The Nasdaq National Market") of the National Association of Securities Dealers, Inc. Automated Quotation System ("Nasdaq"), or if the Common Stock is not quoted on The
Nasdaq National Market, on the principal national securities exchange on which the Common Stock shall then be listed or admitted for trading or, if not listed or admitted to trading on any national
securities exchange, the average of the closing bid and asked prices for the Common Stock on such day in the over-the-counter market as reported by Nasdaq or, if bid and asked
prices for the Common Stock on each such date shall not have been reported by Nasdaq, the average of the bid and asked prices of the Common Stock for such day as furnished by any New York Stock
Exchange member firm regularly making a market in the Common Stock selected for such purpose by the Board of Directors or, if no such quotations are available, the Fair Market Value of the Common
Stock furnished by any New York Stock Exchange member firm selected from time to time by the Board of Directors for that purpose.

"Common Stock"means the Common Stock of the Corporation, par value $0.01 per share.

"Conversion Price"means the conversion price per share of Common Stock into which the Series B Preferred Stock is convertible, as
such Conversion Price may be adjusted pursuant to Section 7 hereof. The initial Conversion Price will be $36.387.

"Conversion Notice"shall have the meaning specified in paragraph (b) of Section 7 hereof.

"Current Market Price"per share of Common Stock on any date means the average of the daily Closing Prices for the 30 consecutive Trading
Days commencing 45 Trading Days before the date of determination.

"Dividend Payment Date"shall have the meaning set forth in paragraph (a) of Section 3 hereof.

"Dividend Payment Record Date"shall have the meaning set forth in paragraph (a) of Section 3 hereof.

"Dividend Periods"means quarterly dividend periods commencing on March 31, June 30, September 30 and
December 31 of each year and ending on and including the day preceding the last day of the next succeeding Dividend Period (other than the initial Dividend Period which shall commence on the
Issue Date and end on and include September 30, 2001).

"Fair Market Value"means fair market value as determined in good faith by the Board of Directors, after consultation with an investment
banker of recognized national standing, which determination shall be evidenced by a resolution of the Board of Directors.

"Issue Date"means the first date on which shares of Series B Preferred Stock are issued.

"Law"means any state, federal, foreign or local statute, law, ordinance, regulation, rule, code, judgment or decree of any jurisdiction,
government or governmental agency or authority and any enforceable judicial or administrative interpretation thereof.

"Liquidation Preference"means an amount equal to $5.44 per share of Series B Preferred Stock, subject to change in accordance with
Section 3 hereof, including, without limitation, Accumulated Dividends.

"Person"means any individual, firm, partnership, corporation or other entity, and shall include any successor (by merger or otherwise) of
such entity.

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"Securities"shall have the meaning set forth in paragraph (d)(iii) of Section 7 hereof.

"Trading Day"with respect to Common Stock means (i) if the Common Stock is quoted on The Nasdaq National Market System, or any
similar system of automated dissemination of quotations or securities prices, a day on which trades may be made on such system, (ii) if the Common Stock is listed or admitted for trading on the
New York Stock Exchange or another a national securities exchange, a day on which the New York Stock Exchange or such other national securities exchange is open for business, (iii) if not
quoted or listed as described in clause (i) and (ii), days on which quotations are reported by the National Quotation Bureau Incorporated or (iv) otherwise, any Business Day.

"Transaction"shall have the meaning set forth in paragraph (e) of Section 7 hereof.

"Transfer Agent"means StockTrans, Inc. or such other agent or agents of the Corporation as may be designated by the Board of
Directors as the transfer agent for the Series B Preferred Stock.

3.    Dividends.

(a)        The
Corporation shall pay, and the holders of the shares of Series B Preferred Stock shall be entitled to receive, cumulative dividends from the Issue Date at a
rate of 6% per annum on the amount of the then effective Liquidation Preference of the shares of Series B Preferred Stock. Dividends will be payable quarterly in arrears on March 31,
June 30, September 30 and December 31 of each year (each a "Dividend Payment Date"), commencing September 30, 2001, for so long as any shares of Series B Preferred
Stock are outstanding; provided, however, that if such date is not a Business Day, then the Dividend Payment Date shall be the next Business Day. The Corporation, in its sole discretion, may elect to
pay dividend payments on any Dividend Payment Date in either cash or Common Stock. The Corporation will take all actions required or permitted under the DGCL to permit the payment of dividends on the
shares of Series B Preferred Stock on the Dividend Payment Date. Dividends will accrue on a daily basis whether or not the Corporation has earnings or profits, whether or not there are funds
legally available for the payment of such dividends and whether or not such dividends are declared. If any dividend payable on any Dividend Payment Date is not declared and paid in full on such
Dividend Payment Date, the amount so payable, to the extent not paid, shall automatically, without any action on the part of the Corporation or the holders of the shares of Series B Preferred
Stock, be added to the then effective Liquidation Preference on the first Business Day following such Dividend Payment Date. Notwithstanding anything else contained herein, once any dividends for the
preceding Dividend Period are added to the then effective Liquidation Preference, such dividends shall no longer be payable in cash or Common Stock and such dividends shall be deemed to have been
fully paid. Dividends on any share of Series B Preferred Stock that are payable, and are punctually paid or duly provided for, on any Dividend Payment Date shall be paid in arrears to the
Person in whose name such share of Series B Preferred Stock (or one or more predecessor shares of Series B Preferred Stock) is registered at the close of business on the Dividend Payment
Record Date. For any Dividend Period for which the Corporation elects to pay dividends on the Series B Preferred Stock in Common Stock, the number of shares of Common Stock payable on each
share shall be equal to the dividend due per share divided by the average of the Closing Price of the Common Stock on the 20 consecutive Trading Days ending on the Trading Day immediately prior to the
Dividend Payment Date for such Dividend Period. No fractional shares of Common Stock shall be issued as dividends on the Series B Preferred Stock, and in lieu of any fractional shares to which
the holder would otherwise be entitled, the Corporation shall pay cash to such holder. Except as otherwise provided herein, if at any time the Corporation pays less than the total amount of dividends
then accrued with respect to the Series B Preferred Stock, such payment shall be distributed pro rata among the holders thereof based upon the number of shares of Series B Preferred
Stock held by each such holder.

(b)        The
amount of dividends payable for each full Dividend Period for the Series B Preferred Stock shall be computed by multiplying the annual dividend rate by the
Liquidation Preference as of

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the first day of the Dividend Period and dividing the product therefrom by four (rounding down to the nearest cent). The amount of dividends payable for the initial Dividend Period on the
Series B Preferred Stock, or any other period shorter or longer than a full Dividend Period on the Series B Preferred Stock shall be computed on the basis of a 360-day year
consisting of twelve 30-day months. Holders of shares of Series B Preferred Stock to be redeemed on a Redemption Date falling between the close of business on a Dividend Payment
Record Date and the opening of business on the corresponding Dividend Payment Date shall, in lieu of receiving such dividend on the Dividend Payment Date fixed therefor, receive such dividend payment
together with all other accrued and unpaid dividends on the date fixed for redemption (unless such holder converts such shares in accordance with Section 7 hereof). Holders of shares of
Series B Preferred Stock shall not be entitled to any dividends,
whether payment in cash, property or securities, in excess of the dividends on the Series B Preferred Stock provided for herein. No interest, or sum of money in lieu of interest, shall be
payable in respect of any dividend payment or payments on the Series B Preferred Stock which are in arrears.

(c)        Notwithstanding
any provision to the contrary contained herein, the Corporation shall not be obligated or permitted to pay any dividends on the Series B Preferred
Stock to the extent that it is prohibited from doing so under any agreements, documents or instruments related to any outstanding indebtedness for borrowed money of the Corporation or any of its
subsidiaries.

4.    Liquidation Preference.

(a)        In
the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, before any payment or distribution of the assets of the
Corporation (whether capital or surplus) shall be made to or set apart for the holders of Common Stock or any other series or class or classes of stock of the Corporation ranking junior to the
Series B Preferred Stock upon liquidation, dissolution or winding up, the holders of the shares of Series B Preferred Stock shall be entitled to receive the greater of (i) the
then effective Liquidation Preference, plus an amount per share equal to all dividends (whether or not or declared) accrued and unpaid thereon to the date of final distribution to such holders, or
(ii) the amount per share that would be distributed among the holders of the Series B Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each
holder assuming conversion of all shares of Series B Preferred Stock pursuant to Section 7. No payment on account of any liquidation, dissolution or winding up of the Corporation shall
be made to the holders of any class or series of stock ranking on a parity with the Series B Preferred Stock in respect of the distribution of assets upon dissolution, liquidation or winding up
unless there shall likewise be paid at the same time to the holders of the Series B Preferred Stock like proportionate amounts determined ratably in proportion to the full amounts to which the
holders of all outstanding shares of Series B Preferred Stock and the holders of all outstanding shares of such parity stock are respectively entitled with respect to such distribution. If,
upon any liquidation, dissolution or winding up of the Corporation, the assets of the Corporation, or proceeds thereof, distributable among the holders of the shares of Series B Preferred Stock
shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other shares of stock ranking, as to liquidation, dissolution or winding up, on a parity with the
Series B Preferred Stock, then such assets, or the proceeds thereof, shall be distributed among the holders of shares of Series B Preferred Stock and any such other parity stock ratably
in accordance with the respective amounts which would be payable on such shares of Series B Preferred Stock and any such other stock if all amounts payable thereof were paid in full. For the
purpose of this Certificate of Designation, (i) a consolidation or merger of the Corporation with one or more corporations or other entities; (ii) a sale, lease, exchange or transfer of
all or any part of the Corporation assets; or (iii) a statutory share exchange shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary.

(b)        Subject
to the rights of the holders of shares of any series or class or classes of stock ranking on a parity with or senior to the Series B Preferred Stock upon
liquidation, dissolution or winding up, upon any liquidation, dissolution or winding up of the Corporation, after payment shall

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have been made in full to the holders of Series B Preferred Stock, as provided in this Section 4, any other series or class or classes of stock ranking junior to the Series B
Preferred Stock upon liquidation, dissolution or winding up shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be
paid or distributed, and the holders of Series B Preferred Stock shall not be entitled to share therein.

(c)        Written
notice of any liquidation, dissolution or winding up of the Corporation, stating the payment date or dates and the place or places where the amounts
distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaid, not less than 30 days prior to any payment date stated therein, to the holders of
record of the Series B Preferred Stock at their respective addresses as the same shall appear on the stock record books of the Corporation.

5.    Redemption

(a)        Subject
to an earlier Conversion Notice, on August 8, 2006 (the "Redemption Date"), the Corporation shall redeem all outstanding shares of Series B
Preferred Stock in cash at a price per share equal to the then effective Liquidation Preference plus an amount equal to all accrued and unpaid dividends (whether or not declared) to the Redemption
Date. Prior to the Redemption Date, the Corporation shall give the redemption notice as required by Section 5(b) below.

If
funds legally available for redemption pursuant to this Section 5(a) shall be insufficient to redeem all of the outstanding shares of Series B Preferred Stock, funds to
the extent legally available shall be used for such purpose and the Corporation shall effect such redemption pro rata according to the number of outstanding shares of Series B Preferred Stock
held by each holder thereof. The redemption requirements provided hereby shall be continuous, so that if such requirements cannot be fully discharged, without further action by any holder of the
Series B Preferred Stock, funds legally available shall be applied therefor until such requirements are fulfilled.

(b)        In
the event the Corporation shall be required to redeem all shares of Series B Preferred Stock pursuant to Section 5(a) above, the Corporation shall give
notice of redemption by first class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each holder of record of shares of Series B
Preferred Stock, at such holder's address as the same appears on the stock records of the Corporation. Each such notice shall state: (i) the Redemption Date; (ii) the redemption price
and the method of calculation thereof; (iii) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; (iv) the then current
conversion price and the method of converting the shares prior to the Redemption Date; and (v) that dividends on such shares shall cease to accrue on such Redemption Date. If the Corporation
shall fail to give notice of redemption as required pursuant to this Section 5, then any holder shall be entitled to do so.

On
or after the Redemption Date, each holder of shares of Series B Preferred Stock shall surrender a certificate or certificates representing the number of shares of the
Series B Preferred Stock to be redeemed as stated in the redemption notice. If the redemption notice shall have been duly given, unless the Corporation shall be in default in providing money
for the payment of the redemption price
(including any accrued and unpaid dividends to (and including) the Redemption Date), (i) dividends on the shares of the Series B Preferred Stock to be redeemed shall cease to accrue on
the Redemption Date, (ii) said shares shall be deemed no longer outstanding, and (iii) all rights of the holders thereof as stockholders of the Corporation (except the right to receive
from the Corporation the monies payable upon redemption without interest thereon) shall cease on the Redemption Date, or if earlier, on the date specified in the following sentence. The Corporation's
obligation to provide monies in accordance with the preceding sentence shall be deemed fulfilled if, on or before the Redemption Date, the Corporation shall deposit with a bank or trust company funds
necessary for such redemption, in trust for the account of the holders of the shares to be redeemed (and so as to be and continue to be available therefor), with irrevocable instructions and authority
to such bank or trust

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company that such funds be applied to the redemption of the shares of Series B Preferred Stock to be so redeemed. Any interest accumulated on such funds shall be paid to the Corporation from
time to time. Any funds so deposited and unclaimed at the end of two years from the Redemption Date shall be released or repaid to the Corporation, after which, subject to any applicable laws relating
to escheat or unclaimed property, the holder or holders of such shares of Series B Preferred Stock so called for redemption shall look only to the Corporation for payment of the redemption
price.

Upon
surrender in accordance with the notice of redemption of the certificates for the shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors shall so
require and the notice of redemption shall so state), such shares shall be redeemed by the Corporation at the applicable redemption price aforesaid.

Notwithstanding
the foregoing, if notice of redemption has been given pursuant to this Section 5 and any holder of shares of Series B Preferred Stock shall, prior to the
close of business on (i) the Redemption Date, or (ii) if the Corporation shall so elect and state in the notice of redemption, the Business Day immediately before the date (which date
shall be the Redemption Date or an earlier date not less than 30 days after the date of mailing of the redemption notice) on which the Corporation irrevocably deposits with a designated bank or
trust company as paying agent, money sufficient to pay, on the Redemption Date, the redemption price for the shares of Series B Preferred Stock to be redeemed, give a Conversion Notice with
respect to any or all of the shares to be redeemed held by such holder, then the conversion of such shares to be redeemed shall become effective as provided in Section 7.

(c)        Notwithstanding
any provision to the contrary contained herein, the Corporation shall not be obligated or permitted to redeem or otherwise acquire any shares of
Series B Preferred Stock to the extent that it is prohibited from doing so under any agreements, documents or instruments related to any outstanding indebtedness for borrowed money of the
Corporation or any of its subsidiaries.

6.    Shares to be Retired.All shares of Series B Preferred Stock purchased, redeemed, exchanged or
converted by the Corporation shall be retired and cancelled and shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series and may
thereafter be reissued.

7.    Conversion.Holders of shares of Series B Preferred Stock shall have the right to convert all or a
portion of such shares (including fractions of such shares) into shares of Common Stock, as follows:

(a)        Subject
to and upon compliance with the provisions of this Section 7, a holder of shares of Series B Preferred Stock shall have the right, at such holder's
option, at any time to convert any of such shares (or fractions thereof) into the number of fully paid and nonassessable shares of Common Stock (calculated as to each conversion to the nearest
1/100th of a share) obtained by dividing the aggregate then effective Liquidation Preference of the shares to be converted by the Conversion Price and by surrender of such shares, such
surrender to be made in the manner provided in paragraph (b) of this Section 7; provided, however, that the right to convert shares subject to a notice of redemption pursuant to
Section 5 hereof shall terminate at the close of business on (i) the Redemption Date, or (ii) if the Corporation shall so elect and state in the notice of redemption, the Business
Day immediately before the date (which date shall be the Redemption Date or any earlier date not less than 30 days after the date of mailing of the redemption notice) on which the Corporation
irrevocably deposits with a designated bank or trust company as paying agent, money sufficient to pay, on the Redemption Date, the redemption price for the shares of Series B Preferred Stock to
be redeemed. If a part of a share of Series B Preferred Stock is converted, then the Corporation will convert such share into the appropriate number of shares of Common Stock (subject to
paragraph (c) of this Section 7) and issue a fractional share of Series B Preferred Stock evidencing the remaining interest of such holder.

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(b)        In
order to exercise the conversion right, the holder of each share of Series B Preferred Stock (or fraction thereof) to be converted shall give written notice to
the Transfer Agent that the holder thereof elects to convert Series B Preferred Stock or a specified portion thereof (the "Conversion Notice"). Concurrently with, or as soon as practicable
after, the delivery of the Conversion Notice, the holder electing to convert shares of Series B Preferred Stock shall surrender the certificate or certificates representing such shares duly
endorsed or assigned to the Corporation or in blank, at the office of the Transfer Agent. Unless the shares issuable on conversion are to be issued in the same name as the name in which such shares of
Series B Preferred Stock are registered, each share surrendered for conversion shall be accompanied by instruments of transfer, in form satisfactory to the Corporation, duly executed by the
holder or such holder's duly authorized attorney and an amount sufficient to pay any transfer or similar tax (or evidence reasonably satisfactory to the Corporation demonstrating that such taxes have
been paid or are not required to be paid).

Holders
of shares of Series B Preferred Stock at the close of business on a Dividend Payment Record Date shall be entitled to receive the dividend payable on such shares on the
corresponding Dividend Payment Date (unless the Redemption Date is between the close of business on such Dividend Payment Record Date and the opening of business on the corresponding Dividend Payment
Date in which case, in lieu of receiving such dividend on the Dividend Payment Date fixed therefor, the holder of such shares will receive such dividend payment together with all other accrued and
unpaid dividends on the Redemption Date, unless such holder first converts such shares pursuant to the provisions of this Section 7) notwithstanding the conversion thereof following such
Dividend Payment Record Date and prior to such Dividend Payment Date. However, shares of Series B Preferred Stock surrendered for
conversion during the period between the close of business on any Dividend Payment Record Date and the opening of business on the corresponding Dividend Payment Date must be accompanied by payment of
an amount equal to the Dividend Payment with respect to the period ending on the Dividend Payment Date and the holder of such shares of Series B Preferred Stock on a Dividend Payment Record
Date who (or whose transferee) tenders any such shares for conversion into shares of Common Stock on or prior to the corresponding Dividend Payment Date will receive the entire dividend payable by the
Corporation on such shares of Series B Preferred Stock on such date. Except as provided above, the Corporation shall make no payment or allowance for unpaid dividends, whether or not in
arrears, on converted shares or for dividends on the shares of Common Stock issued upon such conversion.

As
promptly as practicable after the surrender of certificates for shares of Series B Preferred Stock as aforesaid, the Corporation shall issue and shall deliver at such office to
such holder, or on such holder's written order, a certificate or certificates for the number of shares of Common Stock issuable upon the conversion of such shares in accordance with the provisions of
this Section 7, and any fractional interest in respect of a share of Common Stock arising upon such conversion shall be settled as provided in paragraph (c) of this Section 7.

Each
conversion shall be deemed to have been effected immediately prior to the close of business on the date on which the Conversion Notice shall have been received by the Corporation as
aforesaid, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder
or holders of record of the shares represented thereby at such time on such date and such conversion shall be at the Conversion Price in effect at such time on such date, unless the stock transfer
books of the Corporation shall be closed on that date, in which event such person or persons shall be deemed to have become such holder or holders of record at the close of business on the next
succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect at the close of business on the date prior to the date the Conversion Notice
is received. All shares of Common Stock delivered upon conversion of the Series B Preferred Stock will upon delivery be duly and validly issued and fully paid and nonassessable.

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(c)        In
connection with the conversion of any shares of Series B Preferred Stock, fractions of such shares may be converted; however, no fractional shares or scrip
representing fractions of shares of Common Stock shall be issued upon conversion of the Series B Preferred Stock. Instead of any fractional interest in a share of Common Stock which would
otherwise be deliverable upon the conversion of a share of Series B Preferred Stock (or fraction thereof), the Corporation shall pay to the holder of such share an amount in cash (computed to
the nearest cent) equal to the Closing Price of Common Stock on the Trading Day immediately preceding the day of conversion multiplied by the fraction of a share of Common Stock represented by such
fractional interest. If more than one share (or fraction thereof) shall be surrendered for conversion at one time by the same holder, the number of full shares of Common Stock issuable upon conversion
thereof shall be computed on the basis of the aggregate number of shares of Series B Preferred Stock so surrendered.

(d)        The
Conversion Price shall be adjusted from time to time as follows:



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(e)        Without
the vote or consent of the holders of a majority of the then outstanding shares of Series B Preferred Stock, the Corporation may not consolidate or merge
with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets to, any Person (each of the foregoing being referred to as a "Transaction") unless
(i) if the Corporation is the surviving or continuing Person, the Series B Preferred Stock shall remain outstanding without any amendment that would adversely affect the preferences,
rights or powers of the Series B Preferred Stock, provided that the Series B Preferred Stock will thereafter no longer be subject to conversion into Common Stock pursuant to
Section 7, but each share of Series B Preferred Stock instead shall be convertible into the kind of shares of stock and other securities and property receivable (including cash) upon the
consummation of such Transaction by a holder of that number of shares or fractions thereof of Common Stock into which one share of Series B Preferred Stock was convertible immediately prior to
such Transaction with the amount of shares of stock and other securities and property to be received determined based upon the Conversion Price and Liquidation Preference on the date of conversion,
(ii) if the Corporation is not the surviving or continuing person, (a) the entity formed by such consolidation or merger or to which such sale, assignment, transfer, lease, conveyance or
other disposition shall have been made (in any such case, the "resulting entity") is a corporation organized and existing under the laws of any State of the United States; and (b) the shares of
Series B Preferred Stock are converted into or exchanged for and become shares of such resulting entity, having in respect of such resulting entity the same (or more favorable) powers,
preferences and relative, participating, optional or other special rights that the shares of Series B Preferred Stock had immediately prior to such Transaction, provided that the
Series B Preferred Stock will thereafter no longer be subject to conversion into Common Stock pursuant to Section 7, but instead each share of Series B Preferred Stock shall be
convertible into the kind of shares of stock and other securities and property receivable
(including cash) upon the consummation of such Transaction by a holder of that number of shares or fractions thereof of Common Stock into which one share of Series B Preferred Stock was
convertible immediately prior to such Transaction with the amount of shares of stock and other securities and property to be received determined based upon the Conversion Price and Liquidation
Preference on the date of conversion; and (iii) the Corporation shall have delivered to the Transfer Agent an Officers' Certificate and an opinion of counsel, reasonably satisfactory in form
and content, each stating that such consolidation, merger, conveyance or transfer complies with this Section 7 and that all conditions precedent herein provided for relating to such transaction
have been complied with. The provisions of this paragraph (e) shall similarly apply to successive Transactions.

(f)        If:



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then,
the Corporation shall cause to be filed with the Transfer Agent and shall cause to be mailed to the holders of shares of the Series B Preferred Stock at their addresses as shown on the
stock records of the Corporation, as promptly as possible, but at least 30 days prior to the applicable date hereinafter specified, a notice stating (A) the date on which a record is to
be taken for the purpose of such dividend, distribution or granting of rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled
to such dividend, distribution or rights or warrants are to be determined or (B) the date on which such reclassification, change, dissolution,
liquidation or winding up is expected to become effective or occur or the expiration date of any such tender offer or exchange offer, and the date as of which it is expected that holders of Common
Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reclassification, dissolution, liquidation or winding up.

(g)        Whenever
the Conversion Price is adjusted as herein provided, the Corporation shall promptly file with the Transfer Agent an officers' certificate signed by the
President or a Vice President and the Chief Financial Officer or the Secretary setting forth the Conversion Price after such adjustment, the method of calculation thereof and setting forth a brief
statement of the facts requiring such adjustment and upon which such adjustments are based. Promptly after delivery of such certificate, the Corporation shall prepare a notice of such adjustment of
the Conversion Price setting forth the adjusted Conversion Price, the facts requiring such adjustment and upon which such adjustments are based and the date on which such adjustment becomes effective
and shall mail such notice of such adjustment of the Conversion Price to the holder of each share of Series B Preferred Stock at such holder's last address as shown on the stock records of the
Corporation.

(h)        In
any case in which paragraph (d) of this Section 7 provides that an adjustment shall become effective immediately after a record date for an event and
the date fixed for conversion pursuant to Section 7 occurs after such record date but before the occurrence of such event, the Corporation may defer until the actual occurrence of such event
(i) issuing to the holder of any share of Series B Preferred Stock surrendered for conversion the additional shares of Common Stock issuable upon such conversion by reason of the
adjustment required by such event over and above the Common Stock issuable upon such conversion before giving effect to such adjustment and (ii) paying to such holder any amount in cash in lieu
of any fraction pursuant to paragraph (c) of this Section 7.

(i)        For
purposes of this Section 7, the number of shares of Common Stock at any time outstanding shall not include any shares of Common Stock then owned or held by or
for the account of the Corporation or any corporation controlled by the Corporation.

(j)        There
shall be no adjustment of the Conversion Price in case of the issuance of any stock of the Corporation in a reorganization, acquisition or other similar
transaction except as specifically set forth in this Section 7. If any action or transaction would require adjustment of the Conversion Price pursuant to more than one paragraph of this
Section 7, only one adjustment shall be made and such adjustment shall be the amount of adjustment which results in the lowest Conversion Price.

(k)        If
the Corporation shall take any action affecting the Common Stock, other than action described in this Section 7, which in the opinion of the Board of Directors
would materially adversely affect the conversion rights of the holders of the shares of Series B Preferred Stock, the Conversion Price for the Series B Preferred Stock may be adjusted,
to the extent permitted by law, in such manner, if any, and at such time, as the Board of Directors may determine to be equitable in the circumstances.

(l)        The
Corporation covenants that it will at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued shares
of Common Stock or its issued shares of Common Stock held in its treasury, or both, for the purpose of effecting conversion of

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the Series B Preferred Stock, the full number of shares of Common Stock deliverable upon the conversion of all outstanding shares of Series B Preferred Stock not theretofore converted.
For purposes of this paragraph (1), the number of shares of Common Stock which shall be deliverable upon the conversion of all outstanding shares of Series B Preferred Stock shall be
computed as if at the time of computation all such outstanding shares were held by a single holder.

Before
taking any action which would cause an adjustment reducing the Conversion Price below the then par value of the shares of Common Stock deliverable upon conversion of the
Series B Preferred Stock, the Corporation will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully
paid and nonassessable shares of Common Stock at such adjusted Conversion Price.

(m)        The
Corporation will pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of the shares of Series B
Preferred Stock (or any other securities issued on account of the Series B Preferred Stock pursuant hereto) or shares of Common Stock on conversion of the Series B Preferred Stock
pursuant hereto; provided, however, that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue or delivery of shares of
Series B Preferred Stock (or any other securities issued on account of the Series B Preferred Stock pursuant hereto) or shares of Common Stock in a name other than the name in which the
shares of Series B Preferred Stock with respect to which such Common Stock shares are issued were registered and the Corporation shall not be required to make any issue or delivery unless and
until the person requesting such issue or delivery has paid to the Corporation the amount of any such tax or has established, to the reasonable satisfaction of the Corporation, that such tax has been
paid or is not required to be paid.

(n)        The
Corporation shall not take any action which results in adjustment of the number of shares of Common Stock issuable upon conversion of a share of Series B
Preferred Stock if the total number of shares of Common Stock issuable after such action upon conversion of the Series B Preferred Stock then outstanding, together with the total number of
shares of Common Stock then outstanding, would exceed the total number of shares of Common Stock then authorized under the Corporation's Certificate of Incorporation. Subject to the foregoing, the
Corporation shall take all such actions as it may deem reasonable under the circumstances to provide for the issuance of such number of shares of Common Stock as would be necessary to allow for the
conversion from time to time, and taking into account adjustments as herein provided, of outstanding shares of the Series B Preferred Stock in accordance with the terms and provisions of the
Corporation's Certificate of Incorporation.

8.    Ranking.Any class or series of stock of the Corporation shall be deemed to rank:



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9.    Voting.Except as otherwise provided by this Certificate of Designations or as may be required by law, the
holders of shares of Series B Preferred Stock shall not be entitled to vote such shares on any matter of the Corporation or to receive notice of any meeting of stockholders.

10.    Record Holders.The Corporation and the Transfer Agent may deem and treat the record holder of any shares of
Series B Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Corporation nor the Transfer Agent shall be affected by any notice to the contrary.

11.    Notice.Except as may otherwise be provided for herein, all notices referred to herein shall be in writing.
The notices contemplated in Section 7(b) shall be deemed to have been given upon receipt. In all other cases, notices hereunder shall be deemed to have been given upon the earlier of receipt of
such notice or three business days after the mailing of such notice if sent by registered mail (unless first class mail shall be specifically permitted for such notice under the terms of this
Certificate) with postage prepaid, addressed: if to the Corporation, to its offices at 1765 The Exchange, Suite 200, Atlanta, Georgia 30339 (Attention: Chief Financial Officer) or other
agent of the Corporation designated as permitted by this Certificate, or, if to any holder of the Series B Preferred Stock, to such holder at the address of such holder of the Series B
Preferred Stock as listed in the stock record books of the Corporation (which may include the records of any transfer agent for the Series B Preferred Stock); or
to such other address as the Corporation or holder, as the case may be, shall have designated by notice similarly given.

12.    SEC Reports; Reports by the Corporation.So long as any shares of Series B Preferred Stock are
outstanding, the Corporation shall file with the SEC and, within 15 days after it files them with the SEC, with the Transfer Agent and, if requested, furnish to each holder of shares of
Series B Preferred Stock all annual and quarterly reports and the information, documents, and other reports that the Corporation is required to file with the SEC pursuant to
Section 13(a) or 15(d) of the Exchange Act ("SEC Reports"). In the event the Corporation is not required or shall cease to be required to file SEC Reports pursuant to the Exchange Act, the
Corporation will furnish the Transfer Agent and, if requested, furnish to each holder of shares of Series B Preferred Stock annual and quarterly financial information substantially similar
(including audited annual financial statements) to that required to be provided in reports filed with the SEC.

IN
WITNESS WHEREOF, PracticeWorks, Inc., has caused this Certificate to be executed by its duly authorized representative as of August    , 2001.

| |  | PRACTICEWORKS, INC.,
A DELAWARE CORPORATION
| |  | -------------------------------------------
| |  | By:                                        

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