<PAGE>   1
                                                                     EXHIBIT 3.1




                          CERTIFICATE OF INCORPORATION
                                       OF
                              INFOCURE CORPORATION


         The undersigned, for the purpose of organizing a stock corporation
under the provisions and subject to the requirements of the laws of the State
of Delaware, hereby certifies that:

FIRST:   The name of the corporation is INFOCURE CORPORATION.

SECOND:  The address of the registered office of the corporation in the State of
         Delaware is 1013 Centre Road, Wilmington, New Castle County, Delaware
         19805; and the name of the registered agent of the corporation is
         Corporation Service Company.

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

FOURTH:  The total number of shares of stock which the corporation shall have
         authority to issue is fifty million (50,000,000) shares which are
         divided into ten million (10,000,000) shares of preferred stock with a
         par value of $.001 each, and forty million (40,000,000) shares of
         common stock with a par value of $.001 each.

         Subject to the provisions of Section 151 of the General Corporation Law
         of the State of Delaware, the board of directors of the corporation is
         authorized to determine, without shareholder action, the powers,
         designations, preferences, limitations, voting power and relative,
         participating, optional and other special rights and qualifications,
         limitations and restrictions of the preferred stock, including without
         limitation, the relative rights of any class of shares of preferred
         stock, each series within a class, the number of shares within each
         class and series and the dividend rights, conversion rights and terms
         of redemption (including sinking fund provisions and liquidation
         preferences), all to the fullest extent now or hereafter permitted by
         the General Corporation Law of the State of Delaware. Each holder of
         shares of common stock shall be entitled to one vote for each share of
         common stock held of record on all matters on which the holders of
         common stock are entitled to vote.

FIFTH:   The name and mailing address of the incorporator are as follows:

                                    Ugo F. Ippolito, Esq.
                                    Glass, McCullough, Sherrill & Harrold
                                    1409 Peachtree Street, NE
                                    Atlanta, Georgia  30309

SIXTH:   Whenever a compromise or arrangement is proposed between this
         corporation and its creditors or any class of them and/or between this
         corporation and its stockholders or any class of them, any court of
         equitable jurisdiction within the State of Delaware may, on the
         application in a summary way of this corporation or of any creditor or
         stockholder thereof or on the application of any receiver(s) appointed
         for this corporation under the provisions of Section 291 of Title 8 of
         the Delaware Code or on the application of trustees in dissolution or
         of any receiver(s) appointed for this corporation under the provisions
         of


<PAGE>   2

         Section 279 of Title 8 of the Delaware Code order a meeting of the
         creditors or class of creditors, and/or of the stockholders or class of
         stockholders of this corporation, as the case may be, to be summoned in
         such manner as the said court directs. If a majority in number
         representing three fourths in value of the creditors or class of
         creditors, and/or of the stockholders or class of stockholders of this
         corporation, as the case may be, agree to any compromise or arrangement
         and to any reorganization of this corporation as consequence of such
         compromise or arrangement, the said compromise or arrangement and the
         said reorganization shall, if sanctioned by the court to which the said
         application has been made, be binding on all the creditors or class of
         creditors, and/or on all the stockholders or class of stockholders, of
         this corporation, as the case may be, and also on this corporation.

SEVENTH: In furtherance and not in limitation of the powers conferred by statute
         or applicable law, the board of directors is expressly authorized to
         adopt, amend and repeal the bylaws of the corporation.

EIGHTH:  The personal liability of the directors of the corporation to the
         corporation and its shareholders is hereby eliminated or limited to the
         fullest extent permitted by the provisions of Section 102(b)(7) of the
         General Corporation Law of Delaware, as the same may be hereafter
         amended and supplemented.

         Signed on this 25th day of November, 1996.


                                           /s/ Ugo F. Ippolito
                                           -----------------------------
                                           Ugo F. Ippolito, Incorporator


<PAGE>   3

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                              INFOCURE CORPORATION


     It is hereby certified that:

     1.   The name of the corporation (hereinafter called the "Corporation") is

                              INFOCURE CORPORATION

     2.   The certificate of incorporation is hereby amended as follows:

          (a) By deleting Article FOURTH in its entirety and by substituting in
     lieu thereof the following:

          "FOURTH: The aggregate number of shares of all classes of the capital
          stock which the corporation shall have authority to issue is thirty
          million (30,000,000) shares which are divided into five million
          (5,000,000) of preferred stock with a par value of $.001 each, and
          twenty-five million (25,000,000) shares of common stock with a par
          value of $.001 each."

          Subject to the provisions of Section 151 of the General Corporation
          Law of the State of Delaware, the board of directors of the
          corporation is authorized to determine, without shareholder action,
          the powers, designations, preferences, limitations, voting power and
          relative, participating, optional and other special rights and
          qualifications, limitations and restrictions of the preferred stock,
          including without limitation, the relative rights of any class of
          shares of preferred stock, each series within a class, the number of
          shares within each class and series and the dividend rights,
          conversion rights and terms of redemption (including sinking fund
          provisions and liquidation preferences), all to the fullest extent now
          or hereafter permitted by the General Corporation Law of the State of
          Delaware.

          Each holder of shares of common stock shall be entitled to one vote
          for each share of common stock held of record on all matters on which
          the holders of common stock are entitled to vote.


<PAGE>   4

     3.   The amendment of the certificate of incorporation herein certified
          have been duly adopted by the written consent of the directors and
          shareholders in accordance with the provisions of Sections 228 and 242
          of the General Corporation Law of the State of Delaware.


          Signed and attested to on March 12, 1997.



                                           /s/ Frederick L. Fine
                                           ----------------------------
                                           Frederick L. Fine, President
Attest:


/s/ James K. Price
------------------
Secretary


<PAGE>   5

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                              INFOCURE CORPORATION


         It is hereby certified that:

         1.       The name of the corporation (hereinafter called the
"Corporation") is

                              INFOCURE CORPORATION

         2.       The certificate of incorporation is hereby amended as follows:

                  (a) By deleting Article FOURTH in its entirety and by
substituting in lieu thereof the following:

                  "FOURTH: The aggregate number of shares of all classes of the
                  capital stock which the corporation shall have authority to
                  issue is seventeen million (17,000,000) shares which are
                  divided into two million (2,000,000) shares of preferred stock
                  with a par value of $.001 each, and fifteen million
                  (15,000,000) shares of common stock with a par value of $.001
                  each."

                  Subject to the provisions of Section 151 of the General
                  Corporation Law of the State of Delaware, the board of
                  directors of the corporation is authorized to determine,
                  without shareholder action, the powers, designations,
                  preferences, limitations, voting power and relative,
                  participating, optional and other special rights and
                  qualifications, limitations and restrictions of the preferred
                  stock, including without limitation, the relative rights of
                  any class of shares of preferred stock, each series within a
                  class, the number of shares within each class and series and
                  the dividend rights, conversion rights and terms of redemption
                  (including sinking fund provisions and liquidation
                  preferences), all to the fullest extent now or hereafter
                  permitted by the General Corporation Law of the State of
                  Delaware.

                  Each holder of shares of common stock shall be entitled to one
                  vote for each share of common stock held of record on all
                  matters on which the holders of common stock are entitled to
                  vote.

         3.       The amendment of certificate of incorporation herein certified
has been duly adopted by the written consent of the directors and shareholders
in accordance with the provisions of Sections 228 and 242 of the General
corporation Law of the State of Delaware.


<PAGE>   6

                  Signed and attested to on May 1, 1997.


                                             /s/ Frederick L. Fine
                                           ----------------------------
                                           Frederick L. Fine, President
Attest:

/s/ James K. Price
-------------------------
James K. Price, Secretary


<PAGE>   7

              CERTIFICATE AND STATEMENT OF ISSUANCE, DESIGNATIONS,
                      PREFERENCES AND RIGHTS OF CONVERTIBLE
                      REDEEMABLE PREFERRED STOCK, SERIES A,
                                       OF
                              INFOCURE CORPORATION


     InfoCure Corporation, a corporation organized and existing under the
Delaware General Corporation Law, DOES HEREBY CERTIFY:

     That, pursuant to the authority conferred upon the Board of Directors by
the Certificate of Incorporation of said corporation, and pursuant to the
provisions of Section 151 of the Delaware General Corporation Law, the Board of
Directors adopted a resolution providing for the issuance of one series of
preferred stock of said corporation and fixing the designations, voting powers,
preferences, and relative, participating, optional and other special rights,
and qualifications, limitations or restrictions thereof, which resolution
setting forth such matters (hereinafter referred to as the "Designation") is as
follows:

     RESOLVED, that pursuant to the authority vested in the Board of Directors
of InfoCure Corporation (the "Company") by Article Fourth of the Certificate of
Incorporation of the Company, the Board of Directors of the Company (i) does
hereby provide for the issuance of one series of preferred stock, $.001 par
value per share (the "Original Price"), of the Company to be designated
"Convertible Redeemable Preferred Stock, Series A" (the "Series A Stock") and
(ii) does hereby fix and herein state and express the designations, voting
powers, preferences, and relative, participating, optional and other special
rights, and qualifications, limitations or restrictions thereon, of the Series
A Stock of the Company, as follows:

     1. Rank. All shares of Series A Stock shall have preferences, limitations
and relative rights identical with each other; and all shares of Series A Stock
shall have such preferences and relative rights expressly provided in this
Designation.

     2. Designation of the Number of Shares. The Series A Stock shall consist
of 850,000 shares, shall be entitled to dividends when, as and if declared
pursuant to Paragraph 3, shall be entitled to a preference in liquidation as
provided in Paragraph 4, shall be redeemable as provided in Paragraph 5, shall
be convertible as provided in Paragraph 6, and shall be entitled to vote as
provided in Paragraph 7.

     3. Dividends. If and whenever the Company shall declare and pay a dividend
or other distribution in respect of its Common Stock (as hereinafter defined),
the Company shall concurrently therewith declare and pay a dividend to the
holders of Series A Stock in an amount per share equal to the amount per share
of the dividend in respect of the Common Stock multiplied by the number of
shares of Common Stock into which each share of Series A Stock is then
convertible. The Series A Stock shall further be entitled to such dividend
rights as are provided pursuant to Paragraph 5(a) of this Designation.

     4. Liquidation Preference.

     (a) In the event of a dissolution, liquidation or winding-up of the
Company (whether voluntary or involuntary), after payment or provision for
payment of debts, but before any distribution to the holders of Common Stock or
any other class or series of the Company's capital stock then outstanding
(collectively, the "Common Stock"), the holders of the Series A Stock then
outstanding shall be entitled to receive the following amounts:

          The holders of the Series A Stock shall receive an amount per share
     equal to the "Preferential Amount" (as hereinafter defined); provided
     however, that (i) if the assets to be distributed to the holders of the
     Series A Stock shall be insufficient to permit the payment to such


<PAGE>   8

     shareholders of the full Preferential Amount, then all of the assets of
     the Company to be distributed shall be distributed ratably to the holders
     of the Series A Stock; and (ii) and whenever the Company shall make a
     distribution in the event of any dissolution, liquidation or winding-up of
     the Company (whether voluntary or involuntary) to the holders of Common
     Stock, to the extent such distribution then or theretofore made (after
     taking into account all distributions that would be necessary to satisfy
     the Preferential Amounts due to holders of the Series A Stock) exceeds or
     would exceed an aggregate amount per share of Common Stock equal to the
     Preferential Amount divided by the number of shares of Common Stock into
     which each share of Series A Stock is then convertible, the Company, in
     lieu of distributing the Preferential Amount to the holders of Series A
     Stock, shall concurrently with the making of such distribution to the
     holders of Common Stock make a distribution in an amount per share to the
     holders of Series A Stock equal to the amount per share distributed to the
     holders of Common Stock multiplied by the number of shares of Common Stock
     into which each share of Series A Stock is then convertible, to the end
     that the holders of Series A Stock Preferred Stock, on an "as-converted"
     basis, shall share equally with the holders of Common Stock in such
     greater distribution. As used herein, the term "Preferential Amount" means
     an amount initially equal to $10.00 per share of Series A Stock plus
     accumulated but unpaid dividends thereon, subject to adjustment as
     provided herein (including any adjustment pursuant to Paragraph 8 in
     respect of a Capital Return Event).

     (b) A consolidation, merger or reorganization of the Company with or into
any other corporation or corporations, or a sale, or a series of related sales,
of all or substantially all of the assets of the corporation (other than a
transaction in which the Company is the surviving corporation, and either (i)
the Common Stock is not exchanged, converted or reclassified or (ii) the Common
Stock is reclassified in a manner contemplated by the parenthetical clause
within Paragraph 6(d)(i)(D) of this Designation without effecting any change in
the beneficial ownership of the Company) shall be deemed to be a liquidation,
dissolution or winding-up for the purpose of this Paragraph 4 as to any or all
shares of Series A Stock in respect of which the holder or holders thereof
notify the Company in writing, within 30 days of the effective date of such
transaction, of such holder(s)' election to apply this Paragraph 4(b). The
provisions of Paragraph 6(e) shall not apply to any shares of Series A Stock in
respect of which the holders have elected to apply this Paragraph 4(b).

     5. Redemption.

     Except to the extent hereinafter provided, no holder of Series A Stock
shall have the right solely by virtue of holding such stock to require
redemption of such shares nor, except to the extent hereinafter provided, shall
the Company have the right to call or require redemption of any shares of Series
A Stock.

     (a) The Company shall on the "Mandatory Redemption Date" (as hereinafter
defined) redeem all outstanding shares of Series A Stock ("Mandatory
Redemption"), out of funds legally available therefor, at a per share
redemption price equal to the Preferential Amount. As used herein, the term
"Mandatory Redemption Date" means the fifth anniversary of the date of original
issuance of the Series A Stock ("the "Original issue Date"). In the event the
Company does not have sufficient funds available to redeem all shares of Series
A Stock on the Mandatory Redemption Date, all outstanding shares of Series A
Stock shall from and after such date accrue dividends, payable not less
frequently than quarterly, in cash or in kind at the option of each holder of
such outstanding shares, at a per annum rate of eighteen percent (18%). Such
dividends shall be cumulative until paid.

     (b) Each holder of Series Stock may, at the election of such holder,
require the Company to redeem all or any part of the shares of Series A Stock
held by such person (an "Optional Redemption") at any time on or after an
"Optional Redemption Event Date" at a per share redemption price equal to the
Preferential Amount. As used herein, the term "Optional Redemption Event Date"
means the first to occur of (i) the first date


<PAGE>   9

as of which a "Change in Control" (as hereinafter defined) has taken place in
respect of the Company or (ii) the first date on or after the third anniversary
of the Original Issue Date as of which the Company is under no restriction
pursuant to a bona fide material loan agreement with one or more commercial
banks acting as lender or lenders thereunder, which loan agreement is binding
upon the Company and prohibits the Company from redeeming the Series A Stock. As
used herein, a "Change in Control" will be deemed to have taken place in respect
of the Company if (x) during any one-year period 50% or more of the voting stock
of the Company held by affiliates of the Company (as identified in the Company's
proxy materials filed under the Securities Exchange Act of 1934, as amended)
does not continue to be held by such affiliates, and (y) at any time within one
year of such change in the affiliates' stockholdings a majority of persons
serving as directors of the Company cease to be directors, or the Company's
Board of Directors is expanded in such a manner as to cause directors in office
at the beginning of any such one-year period to cease to constitute a majority
of the Board of Directors. The Company shall promptly notify then record holders
of Series A Stock in writing upon the occurrence of any Optional Redemption
Event Date. In addition, the Company shall provide to the Placement Agent
engaged by the Company in connection with the original issuance and sale of the
Series A Stock (the "Placement Agent"), a calculation of the Preferential Amount
which holders of the Series A Stock would be entitled to receive upon any such
redemption.

     (c) Any holder of Series A Stock desiring to exercise its right of
redemption under Paragraph 5(b) shall give written notice (the "Redemption
Notice") to the Company's corporate secretary at the Company's principal
executive offices setting forth the intent of the redeeming party to exercise
the right of redemption at least thirty (30) days before the date fixed herein
or otherwise specified in such notice for the redemption payment (the
"Redemption Date") and further specifying in such Redemption Notice the number
of shares to be redeemed and the Redemption Date.

     (d) On or before each Redemption Date (regardless of whether such
redemption is made under Paragraph 5(a) or 5(b) above), each holder of shares
of Series A Stock to be redeemed shall surrender the certificate or
certificates representing such shares to the Company, in the manner and at the
price designated in the Redemption Notice, and thereupon the redemption price
for such shares shall be payable to the order of the person whose name appears
on such certificate or certificates as the owner thereof, and each surrendered
certificate shall be cancelled and retired. In the event that less than all of
the shares represented by such certificate are redeemed, a new certificate
representing the unredeemed shares shall be issued to the holder of such
shares. In the event any holder of shares of Series A Stock shall fail to
surrender a certificate or certificates representing such shares to the
Company, then such certificate or certificates shall thereafter represent only
the right of such holder to receive the price designated in the Redemption
Notice, and such price shall be paid only upon receipt by the Company of such
certificate or certificates, or customary documentation providing for
indemnification of the Company in respect of any lost certificates.

     6. Conversion.

     (a) Each share of Series A Stock shall be convertible into Common Stock,
at the then applicable Conversion Price, at any time prior to 12:00 noon,
Atlanta, Georgia time, on the Redemption Date in respect of such share under
Paragraph 5 above, and from time to time, at the option of the holder thereof.
Before any holder of Series A Stock shall be entitled to convert such stock
into shares of Common Stock, the holder shall surrender the certificate or
certificates therefor, duly endorsed, to the Company and shall give written
notice, duly executed, to the Company of such election to convert the same and
shall state the number of shares of Series A Stock being converted. Such
conversion shall be deemed to have been made immediately prior to the close of
business on the date of the surrender of the shares of Series A Stock to be
converted, and the holder of such shares shall be treated for all purposes as
the record holder of such shares of Common Stock on such date. The Company
shall remain obligated for any and all dividends accumulated through the date
of conversion. Each share of Series A Stock shall automatically be converted
into shares of Common Stock at the then effective Conversion Price upon the
closing of a firm underwritten public


<PAGE>   10

offering pursuant to an effective registration statement under the Securities
Act of 1933, as amended, covering the offer and sale of shares of the Company's
Common Stock at a price per share of Common Stock, prior to underwriting
commissions and offering expenses, of not less than $10.00 per share
(appropriately adjusted for any stock split, dividend, combination,
recapitalization or the like) and a net offering price (after deduction of
underwriter commissions and offering expenses) of not less than $20,000,000. In
the event of the automatic conversion of the Series A Stock upon a public
offering as aforesaid, the person(s) entitled to receive the Common Stock
issuable upon such conversion of Series A Stock shall not be deemed to have
converted such Series A Stock until the closing of such sale of securities.

     (b) The price at which shares of Common Stock shall be deliverable upon
conversion of the Series A Stock shall be called the "Conversion Price," as
determined in accordance with this Paragraph 6. Each share of Series A Stock
shall be convertible into such number of fully paid and non-assessable shares
of Common Stock as is determined by dividing the Original Price of each share
of Series A Stock by the Conversion Price applicable to such series in effect
at the time of conversion. The initial Conversion Price for each share of
Series A Stock shall be $8.50, subject to adjustment as set forth at Paragraph
5(d) below.

     (c) No fractional shares of Common Stock shall be issued upon conversion
of the Series A Stock, and in lieu of any fractional shares to which the holder
would otherwise be entitled, the Company shall pay cash equal to such fraction
multiplied by the applicable Conversion Price.

     (d) The initial Conversion Price shall be subject to adjustment at any
time or from time to time as provided herein:

                  (i) In case the Company shall at any time or from time to
time after the Original Issue Date (A) pay a dividend with respect to its
Common Stock in shares of its capital stock (whether shares of Common Stock or
of capital stock of any other class), (B) subdivide its outstanding shares of
Common Stock, (C) combine its outstanding shares of Common Stock into a smaller
number of shares, or (D) issue any shares of its capital stock by
reclassification of its Common Stock (including any such reclassification in
connection with a consolidation or merger in which the Company is the
continuing corporation), the conversion privilege and the Conversion Price in
effect immediately prior to such action shall be proportionately adjusted so
that the holder of any shares of Series A Stock thereafter surrendered for
conversion shall be entitled to receive the number and kind of shares of
capital stock of the Company which it would have owned or have been entitled to
receive immediately following the happening of any of the events described
above, had such Series A Stock been converted immediately prior thereto. An
adjustment made pursuant to this clause (d)(i) shall become effective
retroactively immediately after the record date in the case of a dividend with
respect to the Common Stock in shares of capital stock and shall become
effective immediately after the effective date in the case of a subdivision,
combination or reclassification. If, as a result of an adjustment made pursuant
to this clause (d)(i), the holder of any shares of Series A Stock thereafter
surrendered for conversion shall become entitled to receive shares of two or
more classes of capital stock of the Company, the Board of Directors and
holders of a majority of outstanding shares of Series A Stock shall determine
the allocation of the adjusted Conversion Price between or among shares of such
classes of capital stock, or in the event they are unable to determine such
allocation within 30 days following such record date or effective date, such
determination will be made by an independent accounting firm (other than the
Company's usual auditing firm) selected by the Board of Directors.

              (ii) In case the Company shall distribute to all holders of its
Common Stock evidences of its indebtedness or assets (excluding any dividend
payable solely in cash), then in each such case the Conversion Price shall be
adjusted so that the same shall equal the price determined by multiplying the
Conversion Price in effect immediately prior to the date of such distribution
by a fraction, (A) the numerator of which shall be the current Market Price per
share (determined as provided in Paragraph 6(d)(iii) below) of the Common Stock
on the record date for the distribution less the


<PAGE>   11

then fair market value (as determined by agreement between the Company and
holders of Series A Stock outstanding at the time of such determination
representing more than 50% of the number of shares of Common Stock into which
each share of Series A Stock is convertible) of the portion of the assets or
evidences of indebtedness or subscription rights, warrants or other securities
so distributed applicable to one share of Common Stock, and (B) the denominator
of which shall be such current Market Price per share of the Common Stock. Such
adjustment shall become effective retroactively immediately after the record
date for the determination of stockholders entitled to receive such
distribution.

              (iii) For the purpose of any computation under this Paragraph
6(d), the current "Market Price" per share of Common Stock on any date (the
"Market Price") shall be deemed to be the closing price of the Common Stock on
the principal national securities exchange on which the Common Stock is then
listed or admitted to trading or the NASDAQ National Market System, if the
Common Stock is then listed or admitted to trading on any national securities
exchange or in such market system. The closing price shall be the last reported
sale price, or, in case no such sale takes place on such day, the average of
the closing bid and asked price, as reported by said exchange or market system.
If the Common Stock is not then so listed on a national securities exchange or
in such market system, the Market Price shall be deemed to be the mean between
the representative closing bid and asked prices of the Common Stock in the
over-the- counter market as reported by the National Association of Securities
Dealers Automated Quotation System ("NASDAQ") or, if the Common Stock is not
then quoted by NASDAQ, as furnished by any member of the National Association
of Securities Dealers, Inc. ("NASD") selected from time to time by the Company
for that purpose. If no member of NASD furnishes quotes with respect to the
Common Stock of the Company, the Market Price shall be determined by agreement
between the Company and holders of Series A Stock outstanding at the time of
such determination representing more than 50% of the number of shares of Common
Stock into which each share of Series A Stock is convertible.

                  (iv) In the event the Company at any time after the Original
Issue Date sells any shares of its Common Stock or any securities convertible
into its Common Stock and the net price received by the Company from the sale
of such Common Stock or securities plus any additional amounts received on the
conversion of such securities into Common Stock is less than the then-current
Conversion Price, or in the event of the exercise of any options or warrants
(other than any options or warrants previously deemed to have been exercised
pursuant to Paragraph 6(d)(ix) below) to purchase its Common Stock for a net
price less than the current Conversion Price, the Conversion Price shall
thereafter be reduced, as of the opening of business on the date of such issue
or sale, (A) to a price equal to the per share price received by the Company in
connection with any such sale or disposition that occurs (or is deemed to
occur) on or prior to the first anniversary of the Original Issue Date; and (B)
in the case of all other sales or dispositions, to a price determined by
multiplying the Conversion Price in effect prior to such issuance by a
fraction, (I) the numerator of which shall be the number of shares of Common
Stock outstanding immediately prior to such issue or sale plus the number of
shares of Common Stock that the aggregate consideration received by the Company
for the total number of additional shares of Common Stock so issued would
purchase at such Conversion Price, and (II) the denominator of which shall be
the number of shares of Common Stock outstanding immediately prior to such
issue or sale plus the number of such additional shares of Common Stock so
issued. Notwithstanding the foregoing, the Conversion Price will not be reduced
under this clause (iv) in respect of issuance of (X) shares issued pursuant to
the Company's Employee Stock Option Plans, Employee Stock Purchase Plans or
401(k) Benefit Plans in existence on the Original Issue Date, or any
predecessor plans in respect of such plans; (Y) shares issued for any valid
corporate purpose, provided that the aggregate of all shares issued under these
provisions (Y) and (X) shall not in the aggregate exceed 1,147,330 shares of
Common Stock, prior to adjustment (the "Minimum Share Amount"); and (Z) shares
issues (or issuable at any later time) as consideration for bona fide business
acquisitions approved by the Company's Board of Directors.

                  (v) In the event the "Average Market Price" of a share of
Common Stock is lower than $8.50 on the first anniversary of the Original Issue
Date, the Conversion


<PAGE>   12

Price in effect from after such anniversary shall be reduced to such Average
Market Price on such date. As used herein, the term "Average Market Price" means
the arithmetic average of the Market Prices of the Common Stock as determined
pursuant to clause (iii) above, for the trading days within the thirty-day
period immediately preceding (and if such anniversary date is a trading date,
ending upon) such first anniversary date; provided however, that, in the event a
Return of Capital Event (as hereinafter defined) has taken place and the
Conversion Price (as calculated according to this clause (v)), when applicable
to the shares of Series A Stock remaining on the first anniversary of the
Original Issue Date, would cause the Company to issue an aggregate number of
shares of Common Stock exceeding the Maximum Share Amount, in connection with
the conversion of the Series A Stock, then the Conversion Price shall be
increased to a price, not to exceed $7.41 per share, that would result in the
Company issuing no more than the Maximum Share Amount in connection with the
conversion, in the aggregate, of all shares of the Series A Stock; and provided
further, that the Conversion Price shall never be set at less than $6.75
pursuant to this clause (v).

                  (vi) No adjustment in the Conversion Price shall be required
unless such adjustment would require a decrease of at least one-tenth of a cent
($.001) per share in such price (and no adjustment shall increase the
Conversion Price except in the case of reverse stock splits or other
transactions involving a combination of shares of common stock); provided, that
any adjustments which by reason of this clause (d)(vi) are not required to be
made shall be carried forward and then taken into account in any subsequent
adjustment; provided, further, that adjustment in the Conversion Price shall be
required and made in accordance with the provisions of this Designation, other
than this clause (d)(vi), not later than such time as may be required in order
to preserve the tax-free nature of a distribution (within the meaning of
Section 305 of the United States Internal Revenue Code of 1986, as amended) to
the holders of Series A Stock and/or Common Stock. No adjustment shall be made
in the Conversion Price pursuant to clause (d)(iv) or d(v) unless such
adjustment will result in a Conversion Price, after giving effect to such
adjustment, that is lower than the Conversion Price in effect prior to giving
effect to such adjustment; and in the event adjustments are made in the
Conversion Price separately under clauses (iv) and (v) above, the lowest such
price in effect at any given time shall be the applicable Conversion Price in
effect at such time.

                  (vii) Anything in this Paragraph 6 to the contrary
notwithstanding, the Company shall be entitled (but shall not be required) to
make such reductions in the Conversion Price, in addition to those required by
this Paragraph 6, as it, in its discretion, shall determine to be advisable in
order that any stock dividend, subdivision of shares, distribution of rights to
purchase stock or securities or distribution of securities convertible into or
exchangeable for stock hereafter made by the Company to its stockholders shall
not be taxable.

                  (viii) In case of the issuance of additional shares of Common
Stock for cash, the consideration received by the Company therefor shall be
deemed to be the net cash proceeds received by the Company for such shares
after deducting any commissions or other expenses paid or incurred by the
Company for any underwriting of, or otherwise in connection with, the issuance
of such shares.

                  (ix) In case of the issuance or grant by the Company in any
manner of (A) securities that are convertible into or exchangeable for Common
Stock or (B) any rights or options to purchase Common Stock or securities
convertible into or exchangeable for Common Stock (including, for purposes
hereof, any earn-out rights or similar rights, but excluding for all purposes
hereunder any securities, the issuance of which does not give rise to any
adjustment in the Conversion Price pursuant to Paragraph 6(d)(iv)), the Company
shall be deemed to have issued the maximum number of shares of Common Stock
deliverable upon the exercise of such rights or options, as the case may be,
for, (X) in the case of an issue or grant of any such rights or options to
purchase shares of Common Stock or securities convertible into or exchangeable
for Common Stock, a consideration equal to the sum of the total amount, if any,
received by the Company as consideration for the issue or grant of such rights
or options, plus the minimum aggregate amount of additional consideration, if
any, payable to the


<PAGE>   13

Company upon the exercise of such rights or options, plus, in the case of rights
or options to purchase securities convertible into or exchange for Common Stock,
the minimum aggregate amount of additional consideration, if any, payable to the
Company upon the conversion or exchange of such securities at the time such
securities first become convertible or exchangeable, or (Y) in the case of an
issuance of securities convertible into or exchangeable for Common Stock
otherwise than where such securities are issuable upon the exercise of any such
rights or options, the total amount, if any, received by the Company as
consideration for the issue of such securities plus the minimum aggregate amount
of additional consideration, if any, payable to the Company upon the conversion
or exchange of such securities at the time such securities first become
convertible or exchangeable, or, (Z) in the case of an issuance or grant of such
rights or options to purchase Common Stock where no minimum price is specified
and such shares are to be delivered at an option price related to the Market
Price of the subject shares, a consideration equal to the sum of the total
amount, if any, received by the company as consideration for the issue or grant
of such rights or options plus an aggregate option price bearing the same
relation to the Market Price of the subject shares, at the time such rights or
options were granted, provided, that, as to such rights or options, such further
adjustment as shall be necessary on the basis of the actual option price at the
time of exercise shall be made at such time if the actual option price is less
than the aforesaid assumed option price. No further adjustments of the
Conversion Price shall be made as a result of the actual issue of shares of
Common Stock of the Company referred to in this clause (d)(ix). If any such
rights, options or convertible or exchangeable securities shall expire or be
surrendered without having been exercised, converted or exchanged, the
Conversion Price adjusted upon the issuance of such rights, options or
convertible or exchangeable securities shall be readjusted to the Conversion
Price that would have been in effect had an adjustment been made on the basis
that only the shares of Common Stock actually issued, if any, on the exercise of
such rights or options or the conversion or exchange of such securities were
issued or sold for the consideration actually received by the Company upon such
exercise, conversion or exchange, plus the consideration, if any, actually
received by the Company for the granting of all such rights or options that were
exercised or the issuance of the convertible or exchangeable securities that
were converted or exchanged. In case the consideration received or receivable by
the Company for the issue, grant or sale of any of the securities referred to
above shall be a consideration other than cash or a consideration a part of
which shall be other than cash, the amount of the consideration other than cash
received or receivable by the Company shall be deemed to be the value of such
consideration as determined in good faith by the Board of Directors of the
Company and a majority of the holders of Series A Stock.

     (e) Subject to the provisions of Paragraph 4(b), in case of any capital
reorganization or of any reclassification of the Common Stock of the Company,
or in case of the consolidation of the Company with, or the merger of the
Company into, any other corporation, or of the sale of the properties and
assets of the Company as, or substantially as, an entirety to any other
corporation, the Series A Stock shall after such capital reorganization,
reclassification of Common Stock, consolidation, merger or sale be convertible
into the number of shares of stock or other securities or property of the
Company, or of the corporation resulting from such consolidation or surviving
such merger or to which such sale shall be made, as the case may be, to which
the holder of Common Stock issuable (at the time of such capital
reorganization, reclassification of Common Stock, consolidation, merger or
sale) upon exercise of the conversion privilege of the Series A Stock would
have been entitled upon such capital reorganization, reclassification of Common
Stock, consolidation, merger or sale had the conversion privilege of the Series
A Stock been exercised prior thereto, and in any case, if necessary, the
provisions set forth in this Paragraph 6 regarding the rights and interest
thereafter of the holders of Series A Stock shall be appropriately adjusted so
as to be applicable, as nearly as may reasonably be, to any shares of stock or
other securities or property thereafter deliverable on the exercise of the
conversion privilege of the Series A Stock. The operation of this Paragraph
6(e) shall not limit any rights of holders of Series A Stock under Paragraph
5(b) hereof.

     (f) If any date shall be fixed by the Company as the date as of which
holders of Common Stock (i) shall be entitled to receive any dividend or any
distribution upon


<PAGE>   14

the Common Stock of the Company, (ii) shall be offered any subscription or other
rights, or (iii) shall be entitled to participate in any capital reorganization,
reclassification of Common Stock, consolidation, merger or sale, described in
Paragraph 6(e) above, or in any liquidation, dissolution or winding-up of the
Company, the Company shall cause notice thereof (specifying such date) to be
mailed to the holders of the Series A Stock and the Placement Agent, at the last
address provided by such holder for purposes of receiving notice, at least
thirty (30) days prior to the date of consummation of the transaction described
in the notice.

     (g) The issuance of stock certificates on conversion of the Series A Stock
shall be made without charge to the exercising holder of Series A Stock for any
tax for the issuance thereof. The Company shall not, however, be required to
pay any tax that may be payable on any transfer involved in the issue and
delivery of stock in any name other than that of the registered holders of
Series A Stock, and the Company shall not be required to issue or deliver any
such stock certificate unless and until the person or persons requesting the
issue thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been
paid.

     (h) The Company shall at all times reserve and keep available out of its
authorized but unissued stock for the purpose of effecting the conversion of
the Series A Stock, such number of its duly authorized shares of Common Stock
as shall from time to time be sufficient to effect the conversion of the Series
A Stock; and if at any time the number of authorized but unissued shares of
Common Stock shall not be sufficient to effect the conversion of the Series A
Stock at the Conversion Price then in effect, the Company will take such
corporate action as may, in the opinion of its counsel, be necessary to
increase its authorized but unissued shares of Common Stock to such number of
shares as shall be sufficient for this purpose.

     (i) The Company covenants that all shares of Common Stock that may be
issued upon conversion of the Series A Stock will upon issue be fully paid and
nonassessable and free of all taxes, liens and charges for the issue thereof.

     (j) In each case of any adjustment or readjustment of the Conversion Price
for the number of shares of Common Stock or other securities issuable upon
conversion of the Series A Stock, the Company shall compute such adjustment or
readjustment in accordance herewith and prepare a certificate showing such
adjustment or readjustment and shall mail such certificate, by first class
mail, postage prepaid, to each registered holder of Series A Stock at the
address last provided by such holder for purposes of receiving notice. The
certificate shall set forth such adjustment or readjustment showing in detail
the facts upon which such adjustment or readjustment is based on including a
statement of:

          (i) The consideration received or to be received by the Company for
     any additional shares of Common Stock issued or sold or deemed to have been
     issued or sold;

          (ii) The adjusted or readjusted Conversion Price for the Series A
     Stock; and

          (iii) The number of additional shares of Common Stock and the type and
     amount, if any, of other property which would be received upon conversion
     of the adjusted or readjusted Conversion Price for the Series A Stock.

     (k) The Company will not, by amendment of its Articles of Incorporation or
through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid
or seek to avoid the observance or performance of any of the terms to be
observed or performed hereunder by the Company, but the Company will at all
times and in good faith assist in the carrying out of all of the provisions of
this Paragraph 6 and in the taking of all such actions as may be necessary and
appropriate to protect the conversion rights of the holders of Series A Stock
against impairment.

     (l) Successive adjustments will be made pursuant to Paragraph 6(d)(iv) for
each


<PAGE>   15

transaction of the type described in such provision; and for each such
transaction, appropriate adjustments shall also be made in the specified prices
set forth in clause (v) and clause (vi) of Paragraph 6(d) (e.g., "$8.50,"
"$6.75," etc.) to fully reflect and take into account the economic effect of
such transaction as to the Common Stock.

     7. Voting.

        Except as otherwise expressly provided hereafter or as required by law,
the holder of each share of Series A Stock shall be entitled to vote on all
matters and shall be entitled to such number of votes as is equal to the
largest number of full shares of Common Stock into which each share of Series A
Stock could be converted, pursuant to and as determined under Paragraph 6
herein, on the record date for the determination of shareholders entitled to
vote on such matters or, if no record date is established, on the date such
vote is taken or any written consent of shareholders is solicited. Except as
required by law or otherwise expressly provided herein, shares of Series A
Stock and shares of Common Stock shall be voted together as a single class and
not as separate classes. The affirmative vote of the holders of at least
66-2/3% of the outstanding Series A Stock, voting separately as a class, shall
be necessary in order for the Company to effect any change in (i) any scheduled
redemption dates set forth in this Designation, the number of shares to be
redeemed on such dates or the redemption price payable thereon, (ii) the amount
payable to the holders of Series A Stock upon the liquidation, dissolution or
winding up of the Company or the relative priority thereof, (iii) the
conversion ratio or the Conversion Price set forth in this Designation, (iv)
the creation or issuance of any shares of a class having any preference in
liquidation to the Series a Stock, or (v) the provisions of this Paragraph 7.
The affirmative vote of the holders of at least a majority of the outstanding
Series A Stock, voting separately as a class, shall be necessary in order for
the Company to effect any other change in the rights, preferences, powers or
privileges of the Series A Stock.

     8. Return of Capital.

        As provided in the Subscription Agreements in respect of the issuance
to and purchase by the original holders of the Series A Stock, if a Capital
Return Event takes place, then in such event the Company will be required
pursuant to such Subscription Agreements to return a portion of the original
purchase and subscription price of the Series A Stock, all in accordance with
the terms of such Subscription Agreements, and the Preferential Amount per
share shall be reduced in a per share amount equal to the amount of capital so
returned in respect of each such share of Series A Stock. A "Capital Return
Event" shall take place for purposes hereof in the event that on or before June
30, 1998, the Stockholders of the Company have not duly approved and ratified
the issuance by the Company of the Series A Stock.


<PAGE>   16

     IN WITNESS WHEREOF, InfoCure Corporation has caused this Statement to be
signed by Frederick L. Fine, its President and Chief Executive Officer, and its
corporate seal to be hereto affixed and attested by James K. Price, its
Secretary, this 6th day of February, 1998.



                                       INFOCURE CORPORATION (CORPORATE SEAL)
(CORPORATE SEAL)

                                       By:  /s/ Frederick L. Fine
                                            ---------------------
                                            Frederick L. Fine
                                            President and Chief
                                            Executive Officer

ATTEST:

/s/ James K. Price
-------------------------
James K. Price, Secretary


<PAGE>   17

                                STATE OF DELAWARE
                            CERTIFICATE OF CORRECTION
                        FILED TO CORRECT A CERTAIN ERROR
                        IN THE CERTIFICATE OF DESIGNATION
                           FILED IN THE OFFICE OF THE
                         SECRETARY OF STATE OF DELAWARE
                               ON FEBRUARY 9, 1998


         INFOCURE CORPORATION, a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware DOES HEREBY
CERTIFY THAT:

1.   The name of the corporation is InfoCure Corporation.

2.   A Certificate of Designation was filed with the Secretary of State of
     Delaware on February 9, 1998 and that said Certificate requires correction
     as permitted by Section 103 of the General Corporation law of the State of
     Delaware.

3.   The inaccuracies or defects of said Certificate, and the corrections
     therefor, are as follows:

     (a)(i)   Clause (i) of the paragraph on the first page of the Certificate
              beginning with the word "RESOLVED" currently reads as follows:

              "(i) does hereby provide for the issuance of one series of
              preferred stock, $.001 par value per share (the "Original
              Price"), of the Company to be designated "Convertible Redeemable
              Preferred Stock, Series A (the "Series A Stock") and"

     (a)(ii)  Such Clause (i) is corrected to read as follows:

              "(i) does hereby provide for the issuance of one series of
              preferred stock, $.001 par value per share, of the Company to be
              designated "Convertible Redeemable Preferred Stock, Series A (the
              "Series A Stock"), which shall be issued at an original issuance
              price of $10.00 per share (the "Original Price") and"

     (b)(i)   The second sentence of Paragraph 6(b) of the Certificate
              currently reads as follows:

              "Each share of Series A Stock shall be convertible into such
              number of fully paid and non-assessable shares of Common Stock as
              is determined by dividing the Original Price of each share of
              Series A Stock by the Conversion Price applicable to such series
              in effect at the time of conversion."

     (b)(ii)  Such second sentence of Paragraph 4(b) of the Certificate is
              corrected to read as follows:


<PAGE>   18

              "All shares of Series A Stock surrendered for conversion by the
              holder thereof shall be convertible into such number of fully
              paid and non-assessable shares of Common Stock as is determined
              by dividing the aggregate Original Price of all such shares of
              Class A Stock surrendered by such holder for conversion hereunder
              by the Conversion Price in effect at the time of conversion."

     (c)(i)   The second clause of the first sentence of Paragraph 7 of the
              Certificate currently reads as follows:

               ". . . the holder of each share of Series A Stock shall be
               entitled to vote on all matters and shall be entitled to such
               number of votes as is equal to the largest number of full shares
               of Common Stock into which each share of Series A Stock could be
               converted . . ."

     (c)(ii)  Such second clause of the first sentence of Paragraph 7 of the
              Certificate is corrected to read as follows:

               " . . . each holder of shares of Series A Stock shall be entitled
               to vote on all matters and shall be entitled to such number of
               votes as is equal to the largest number of full shares of Common
               Stock into which the shares of Series A Stock could be converted
               . . ."

         IN WITNESS WHEREOF, said InfoCure Corporation has caused this
certificate to be signed by James K. Price, its Secretary, this 14th day of
January, 1999.


                                          INFOCURE CORPORATION



                                          By:  /s/ James K. Price
                                             -------------------------
                                             James K. Price, Secretary


<PAGE>   19

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                              INFOCURE CORPORATION


1.   The name of the corporation (hereinafter the "Corporation") is:

                              INFOCURE CORPORATION

2.   The Certificate of Incorporation is hereby amended as follows:

         (a) By deleting Article FOURTH in its entirety and by substituting in
     lieu thereof the following:

          FOURTH: The aggregate number of shares of all classes of the capital
          stock which the Corporation shall have authority to issue is two
          hundred two million (202,000,000) shares which are divided into two
          million (2,000,000) shares of preferred stock with a par value of
          $.001 each, and two hundred million (200,000,000) shares of common
          stock with a par value of $.001 each.

          Subject to the provisions of Section 151 of the General Corporation
          Law of the State of Delaware, the board of directors of the
          corporation is authorized to determine, without shareholder action,
          the powers, designations, preferences, limitations, voting power and
          relative, participating, optional and other special rights and
          qualifications, limitations and restrictions of the preferred stock,
          including without limitation, the relative rights of any class of
          shares of preferred stock, each series within a class, the number of
          shares within each class and series and the dividend rights,
          conversion rights and terms of redemption (including sinking fund
          provisions and liquidation preferences), all to the fullest extent
          now or hereafter permitted by the General Corporation Law of the
          State of Delaware.

          Each holder of shares of common stock shall be entitled to one vote
          for each share of common stock held of record on all matters on which
          the holders of common stock are entitled to vote.

     3.  The Amendment of Certificate of Incorporation herein certified has been
duly adopted by the written consent of the directors and stockholders in
accordance with the provisions of Sections 228 and 242 of the General
Corporation Law of the State of Delaware.


<PAGE>   20

     IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment
to be executed by a duly authorized officer on the 5th day of March, 1999.

                                   INFOCURE CORPORATION

                                   By:  /s/ Frederick L. Fine
                                        ----------------------------
                                        Frederick L. Fine, President
ATTEST:

/s/ James K. Price
-------------------------
James K. Price, Secretary