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                                                                     Exhibit 4.1

                           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 at a special meeting held on _______, 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:


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                      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.

         "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 $37.512.

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


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         "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 _____, 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.

         "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.


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         "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 _____, 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 the first day of the Dividend
Period and dividing the product therefrom by four


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(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


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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
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 [______], 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


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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 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.


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         (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.

         (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


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<PAGE>   9

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.


                                      -9-
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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:

                  (i)      In case the Corporation shall after the Issue Date
                           (A) pay a dividend or make a distribution on its
                           Common Stock in shares of its Common Stock, (B)
                           subdivide or split its outstanding Common Stock into
                           a greater number of shares, (C) combine its
                           outstanding Common Stock into a smaller number of
                           shares or (D) issue any shares of capital stock by
                           reclassification of its Common Stock, the Conversion
                           Price in effect immediately prior thereto shall be
                           adjusted so that the holder of any share of Series B
                           Preferred Stock thereafter surrendered for conversion
                           shall be entitled to receive the number of shares of
                           Common Stock of the Corporation which such holder
                           would have owned or have been entitled to receive
                           after the occurrence of any of the events described
                           above had such share been surrendered for conversion
                           immediately prior to the occurrence of such event or
                           the record date therefor, whichever is earlier. An
                           adjustment made pursuant to this subparagraph (i)
                           shall become effective immediately after the close of
                           business on the record date for determination of
                           stockholders entitled to receive such dividend or
                           distribution in the case of a dividend or
                           distribution (except as provided in paragraph (h)
                           below) and shall become effective immediately after
                           the close of business on the effective date in the
                           case of a subdivision, split, combination or
                           reclassification. Any shares of Common Stock issuable
                           in payment of a dividend shall be deemed to have been
                           issued immediately prior to the close of business on
                           the record date for such dividend for purposes of
                           calculating the number of outstanding shares of
                           Common Stock under clauses (ii) and (iii) below.

                  (ii)     In case the Corporation shall issue after the Issue
                           Date rights or warrants to all holders of Common
                           Stock entitling them (for a period expiring within 45
                           days after the issuance date) to subscribe for or
                           purchase Common Stock at a price per share less than
                           the Current Market Price per share of Common Stock at
                           the record date for the determination of stockholders
                           entitled to receive such rights or warrants, then the



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                           Conversion Price in effect immediately prior thereto
                           shall be adjusted to equal the price determined by
                           multiplying (A) the Conversion Price in effect
                           immediately prior to the date of issuance of such
                           rights or warrants by (B) a fraction, the numerator
                           of which shall be the sum of (1) the number of shares
                           of Common Stock outstanding on the date of issuance
                           of such rights or warrants (without giving effect to
                           any such issuance) and (2) the number of shares which
                           the aggregate proceeds from the exercise of such
                           rights or warrants for Common Stock would purchase at
                           such Current Market Price, and the denominator of
                           which shall be the sum of (1) the number of shares of
                           Common Stock outstanding on the date of issuance of
                           such rights or warrants (without giving effect to any
                           such issuance) and (2) the number of additional
                           shares of Common Stock that are subject to such
                           rights or warrants. Such adjustment shall be made
                           successively whenever any such rights or warrants are
                           issued, and shall become effective immediately after
                           such record date. In determining whether any rights
                           or warrants entitle the holders of Common Stock to
                           subscribe for or purchase shares of Common Stock at
                           less than such Current Market Price, there shall be
                           taken into account the Fair Market Value of any
                           consideration received by the Corporation upon
                           issuance and upon exercise of such rights or
                           warrants.

                  (iii)    In case the Corporation shall pay a dividend or make
                           a distribution to all holders of its Common Stock
                           after the Issue Date of any shares of capital stock
                           of the Corporation or its subsidiaries (other than
                           Common Stock) or evidences of its indebtedness or
                           assets (excluding cash dividends payable solely in
                           cash that may from time to time be fixed by the Board
                           of Directors, or dividends or distributions in
                           connection with the liquidation, dissolution or
                           winding up of the Corporation) or rights or warrants
                           to subscribe for or purchase any of its securities or
                           those of its subsidiaries (excluding those referred
                           to in subparagraph (ii) above) (any of the foregoing
                           being hereinafter in this subparagraph (iii) called
                           the "Securities"), then in each such case, the
                           Conversion Price shall be adjusted so that it shall
                           equal the price determined by multiplying (A) the
                           Conversion Price in effect on the record date
                           mentioned below by (B) a fraction, the numerator of
                           which shall be the Current Market Price per share of
                           the Common Stock on the record date mentioned below
                           less the then Fair Market Value as of such record
                           date of the portion of the capital stock or assets or
                           evidences of indebtedness so distributed or of such
                           rights or warrants applicable to one share of Common
                           Stock, and the denominator of which shall be the
                           Current Market Price per share of the Common Stock on
                           such record date; provided, however, that in the
                           event the then Fair Market Value (as so determined)
                           of the portion of Securities so distributed
                           applicable to one share of Common Stock is equal to
                           or greater than the Current Market Price per share of
                           Common Stock on the record date mentioned above, in
                           lieu of the foregoing adjustment, adequate provision
                           shall be made so that each holder of shares of Series
                           B Preferred


                                      -11-
<PAGE>   12

                           Stock shall have the right to receive the amount and
                           kind of Securities such holder would have received
                           had such holder converted each such share of Series B
                           Preferred Stock immediately prior to the record date
                           for the distribution of the Securities. Such
                           adjustment shall become effective immediately, except
                           as provided in paragraph (h) below, after the record
                           date for the determination of stockholders entitled
                           to receive such distribution.

                  (iv)     Notwithstanding anything in subparagraphs (ii) and
                           (iii) above, if the Corporation issues rights or
                           warrants the distribution of which results in an
                           adjustment under either of such subparagraphs shall
                           by their terms provide for an increase or increases
                           with the passage of time or otherwise in the price
                           payable to the Corporation upon the exercise thereof,
                           the Conversion Price upon any such increase becoming
                           effective shall forthwith be readjusted (but to no
                           greater extent than originally adjusted by reason of
                           such issuance or sale) to reflect the same. Upon the
                           expiration or termination of such rights or warrants,
                           if any such rights or warrants shall not have been
                           exercised, then the Conversion Price shall forthwith
                           be readjusted and thereafter be the rate which it
                           would have been had an adjustment been made on the
                           basis that (A) the only rights or warrants so issued
                           or sold were those so exercised and they were issued
                           or sold for the consideration actually received by
                           the Corporation upon such exercise plus the
                           consideration, if any, actually received by the
                           Corporation for the granting of all such options,
                           rights or warrants whether or not exercised and (B)
                           the Corporation issued and sold a number of shares of
                           Common Stock equal to those actually issued upon
                           exercise of such rights, and such shares were issued
                           and sold for a consideration equal to the aggregate
                           exercise price in effect under the exercise rights
                           actually exercised at the respective dates of their
                           exercise. For purposes of subparagraphs (ii) and
                           (iii), the aggregate consideration received by the
                           Corporation in connection with the issuance of shares
                           of Common Stock or of rights or warrants shall be
                           deemed to be equal to the sum of the aggregate
                           offering price (before deduction of underwriting
                           discounts or commissions and expenses payable to
                           third parties) of all such securities plus the
                           minimum aggregate amount, if any, payable upon the
                           exercise of such rights or warrants into shares of
                           Common Stock.

                  (v)      In case the Corporation shall, by dividend or
                           otherwise, at any time distribute to all holders of
                           the Common Stock cash (excluding any cash that is
                           distributed as part of a distribution referred to in
                           subparagraph (iii) above or in connection with a
                           transaction to which paragraph (e) of this Section 7
                           applies) in an aggregate amount that, together with
                           (A) the aggregate amount of any other distributions
                           to all holders of the Common Stock made exclusively
                           in cash within the 12 months preceding the date fixed
                           for the determination of stockholders entitled to
                           such distribution and in respect of which no
                           Conversion Price adjustment pursuant to


                                      -12-
<PAGE>   13

                           subparagraph (iii) above or this subparagraph (v) has
                           been made previously and (B) the aggregate of any
                           cash plus the Fair Market Value as of such date of
                           determination of consideration payable in respect of
                           any tender or exchange offer by the Corporation or a
                           subsidiary for all or any portion of the Common Stock
                           consummated within 12 months preceding such date of
                           determination and in respect of which no Conversion
                           Price adjustment pursuant to subparagraph (vi) below
                           has been made previously, exceeds the greater of (A)
                           1% of the product of the Current Market Price per
                           share of Common Stock on such date of determination
                           multiplied by the number of shares of Common Stock
                           outstanding on such date or (B) 5% of the net income
                           of the Corporation reported for the 12 month period
                           ending with the fiscal quarter next preceding such
                           payment, then in each such case the Conversion Price
                           shall be reduced so that it shall equal the price
                           obtained by multiplying the Conversion Price in
                           effect immediately prior to the close of business on
                           such date of determination by a fraction of which the
                           numerator shall be the Current Market Price per share
                           of Common Stock on such date less the amount of cash
                           to be distributed at such time applicable to one
                           share of Common Stock and the denominator shall be
                           such Current Market Price, such reduction to become
                           effective immediately prior to the opening of
                           business on the day after such date; provided,
                           however, that in the event the portion of the cash so
                           distributed applicable to one share of Common Stock
                           is equal to or greater than the Current Market Price
                           per share of Common Stock on the record date
                           mentioned above, in lieu of the foregoing adjustment,
                           adequate provision shall be made so that each holder
                           of shares of Series B Preferred Stock shall have the
                           right to receive the amount of cash such holder would
                           have received had such holder converted each such
                           share of Series B Preferred Stock immediately prior
                           to the record date for such distribution.

                  (vi)     In case a tender or exchange offer made by the
                           Corporation or any subsidiary for all or any portion
                           of the Common Stock shall be consummated and such
                           tender or exchange offer shall involve an aggregate
                           consideration having a Fair Market Value as of the
                           last time (the "Expiration Time") that tenders or
                           exchanges may be made pursuant to such tender or
                           exchange offer (as it shall have been amended) that,
                           together with (A) the aggregate of the cash plus the
                           Fair Market Value as of the Expiration Time of the
                           other consideration paid in respect of any other
                           tender or exchange offer by the Corporation or a
                           subsidiary for all or any portion of the Common Stock
                           consummated within the 12 months preceding the
                           Expiration Time and in respect of which no Conversion
                           Price adjustment pursuant to this subparagraph (vi)
                           has been made previously and (B) the aggregate amount
                           of any distributions to all holders of the Common
                           Stock made exclusively in cash within the 12 months
                           preceding the Expiration Time and in respect of which
                           no Conversion Price adjustment pursuant to
                           subparagraphs (iii) or (v) above has been made
                           previously, exceeds the greater of (A) 1% of the
                           product of the


                                      -13-
<PAGE>   14

                           Current Market Price per share of Common Stock on
                           such date of determination multiplied by the number
                           of shares of Common Stock outstanding on such date or
                           (B) 5% of the net income of the Corporation reported
                           for the 12 month period ending with the fiscal
                           quarter next preceding such payment, then in each
                           such case the Conversion Price shall be reduced so
                           that it shall equal the price obtained by multiplying
                           the Conversion Price in effect immediately prior the
                           Expiration Time by a fraction of which the numerator
                           shall be (x) the product of the Current Market Price
                           per share of Common Stock immediately prior to the
                           Expiration Time multiplied by the number of shares of
                           Common Stock outstanding (including any tendered or
                           exchanged shares) at the Expiration Time minus (y)
                           the Fair Market Value of the aggregate consideration
                           payable to stockholders upon consummation of such
                           tender or exchange offer and the denominator shall be
                           the product of (A) such Current Market Price
                           multiplied by (B) such number of outstanding shares
                           at the Expiration Time minus the number of shares
                           accepted for payment in such tender or exchange offer
                           (the "Purchased Shares"), such reduction to become
                           effective immediately prior to the opening of
                           business on the day following the Expiration Time;
                           provided, however, that if the number of Purchased
                           Shares or the aggregate consideration payable
                           therefor have not been finally determined by such
                           opening of business, the adjustment required by this
                           subparagraph (vi) shall, pending such final
                           determination, be made based upon the preliminarily
                           announced results of such tender or exchange offer,
                           and, after such final determination shall have been
                           made, the adjustment required by this subparagraph
                           (vi) shall be made based upon the number of Purchased
                           Shares and the aggregate consideration payable
                           therefore as so finally determined.

                  (vii)    No adjustment in the Conversion Price shall be
                           required unless such adjustment would require an
                           increase or decrease of at least 1% in such price;
                           provided, however, that any adjustments which by
                           reason of this subparagraph (vii) are not required to
                           be made shall be carried forward and taken into
                           account in any subsequent adjustment; and provided,
                           however, that any adjustment shall be required and
                           shall be made in accordance with the provisions of
                           this Section 7 (other than this subparagraph (vii))
                           not later than such time as may be required in order
                           to preserve the tax-free nature of a distribution to
                           the holders of shares of Common Stock. All
                           calculations under this Section 7 shall be made to
                           the nearest cent (with $.005 being rounded upward) or
                           to the nearest 1/100th of a share (with .005 of a
                           share being rounded upward), as the case may be.
                           Notwithstanding anything in this paragraph (d) to the
                           contrary, the Corporation shall be entitled, to the
                           extent permitted by law, to make such reductions in
                           the Conversion Price, in addition to those required
                           by this paragraph (d), as it in its discretion shall
                           determine to be advisable in order that any stock
                           dividends, subdivision of shares, distribution of
                           rights or warrants to purchase stock or securities,
                           or a distribution of other assets or


                                      -14-
<PAGE>   15

                           any other transaction which could be treated as any
                           of the foregoing transactions pursuant to Section 305
                           of the Internal Revenue Code of 1986, as amended,
                           hereafter made by the Corporation to its stockholders
                           shall not be taxable for such stockholders.


         (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:

                  (i)      the Corporation shall declare a dividend (or any
                           other distribution) on the Common Stock that would
                           cause an adjustment to the Conversion Price of the
                           Series B Preferred Stock pursuant to the terms of any
                           of the paragraphs above (including such an adjustment
                           that would occur but for the terms of the first
                           sentence of subparagraph (d)(vii) above); or


                                      -15-
<PAGE>   16

                  (ii)     the Corporation shall authorize the granting to the
                           holders of the Common Stock of rights or warrants to
                           subscribe for or purchase any shares of any class or
                           any other rights or warrants; or

                  (iii)    there shall be any reclassification or change of the
                           Common Stock (other than an event to which paragraph
                           (d)(i) of this Section 7 applies); or


                  (iv)     there shall be a voluntary or involuntary
                           dissolution, liquidation or winding up of the
                           Corporation; or

                  (v)      the Corporation or any subsidiary shall commence a
                           tender offer or exchange offer for all or a portion
                           of its Common Stock;

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


                                      -16-
<PAGE>   17

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
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


                                      -17-
<PAGE>   18

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:

                  (i)      senior to the Series B Preferred Stock, as to
                           dividends or as to the distribution of assets upon
                           liquidation, dissolution or winding up, if the terms
                           of any class or series of stock expressly provide
                           that such class or series rank senior to the Series B
                           Preferred Stock as to receipt of dividends or of
                           amounts distributable upon liquidation, dissolution
                           or winding up;

                  (ii)     on a parity with the Series B Preferred Stock, as to
                           dividends or as to the distribution of assets upon
                           liquidation, dissolution or winding up, whether or
                           not the dividend rates, dividend payment dates or
                           redemption or liquidation prices per share thereof be
                           different from those of the Series B Preferred Stock,
                           if the terms of any class or series of stock
                           expressly provide that such class or series rank on
                           parity with the Series B Preferred Stock as to
                           receipt of dividends or of amounts distributable upon
                           liquidation, dissolution or winding up;

                  (iii)    junior to the Series B Preferred Stock, as to
                           dividends or as to the distribution of assets upon
                           liquidation, dissolution or winding up, if the terms
                           of any class or series of stock expressly provide
                           that such class or series rank junior to the Series B
                           Preferred Stock as to receipt of dividends or of
                           amounts distributable upon liquidation, dissolution
                           or winding up; or


                  (iv)     junior to the Series B Preferred Stock, as to
                           dividends or as to the distribution of assets upon
                           liquidation, dissolution or winding up, if the terms
                           of any class or series of stock include no provisions
                           under Paragraphs (i), (ii) or (iii), above.


                                      -18-
<PAGE>   19

         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.


                                      -19-
<PAGE>   20


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


                                     PRACTICEWORKS, INC.,
                                     a Delaware corporation


                                     By:
                                         ---------------------------------------
                                         Name:
                                              ----------------------------------
                                         Its:
                                              ----------------------------------


                                      -20-