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                                                                     EXHIBIT 3.4
                              ARTICLES OF AMENDMENT

                                       TO

                            ARTICLES OF INCORPORATION

                                       OF

                                 PROXYMED, INC.


      Pursuant to provisions of Sections 607.1006 and 607.0602 of the Florida
Business Corporation Act, ProxyMed, Inc., a corporation organized and existing
under the laws of the State of Florida (the "Company"), does hereby adopt the
following articles of amendment to its Articles of Incorporation adopted by
unanimous consent by the Board of Directors at the Company's regularly scheduled
Board of Directors Meeting of May 22, 2002. Shareholder approval is not
required.

                                    ARTICLE 7

      Article 7 of the Company's Restated Articles of Incorporation establishing
the indemnification of its directors is hereby amended as follows:

      1. Article 7, Indemnification, is hereby deleted in its entirety and
replaced with the following:

      "Section 607.0850(1) of the Florida Business Corporation Act empowers a
Florida corporation to indemnify any person, who was or is a party to any
proceeding (other than an action by a corporation, or in the right of such a
corporation) by reason of the fact that such person is or was a director,
officer, employee, or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise,
against liability incurred in connection with such proceeding, including an
appeal thereof, but only if such person acted in good faith and in a manner
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal action or proceeding, such person
had no reasonable cause to believe his conduct was unlawful.

      "Additionally, Section 607.0850(2) of the Florida Business Corporation Act
empowers a Florida corporation to indemnify any person, who in an action by, or
in the right of such, corporation to procure a judgment in its favor by reason
of the fact that such a person is or was a director, officer, employee, or agent
of such corporation, or is or was serving at the request of such corporation as
a director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise, against expenses and amounts paid in
settlement not exceeding, in the judgment of the board of directors, the
estimated expense of litigating the proceeding to conclusion, actually and
reasonably incurred by such person in connection with the defense or settlement
of such proceeding, including any appeal thereof. The




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foregoing applies only if such person acted in good faith and in a manner such
person believed to be in, or not opposed to, the best interests of the
corporation. However, no indemnification is permitted in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the corporation, unless and to the extent the court in which such action or suit
was brought or other court of competent jurisdiction shall determine upon
application that, in view of all circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as the court shall
deem proper.

      "To the extent such person has been successful on the merits or otherwise
in defense of any action referred to above, or in defense of any claim, issue or
matter therein, the corporation will indemnify such person against expenses,
including counsel (including those for appeal) fees actually and reasonably
incurred by such person in connection therewith. The indemnification and
advancement of expenses provided for in, or granted pursuant to, Section
607.0850 is not exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under the articles of
incorporation of the corporation or any by-law, agreement, vote of shareholders
or disinterested directors, or otherwise. Section 607.0850 also provides that a
corporation may maintain insurance against liabilities for which indemnification
is not expressly provided by the statute.

      "Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
as disclosed above, the Company has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue."

      IN WITNESS WHEREOF, ProxyMed, Inc. has caused these Articles of Amendment
to be signed on behalf of the Company, on this 22nd day of May 2002.

                                        PROXYMED, INC.



                                        By:    /s/ RAFAEL G. RODRIGUEZ
                                               -------------------------------
                                        Name:  Rafael G. Rodriguez
                                        Title: VP, In-House Counsel & Secretary