CERTIFICATE OF DETERMINATION

             OF RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF

                     6% SERIES C CONVERTIBLE PREFERRED STOCK

                                       FOR

                              MC INFORMATICS, INC.

       (Pursuant to Section 401 of the California General Corporation Law)

         Bill Childs and Jeffrey Pollard hereby certify that:

         ONE: They are, respectively, the duly elected and acting President and
Secretary of MC Informatics, Inc., a California corporation (the "Company)".

         TWO: Pursuant to authority granted by the Articles of Incorporation, as
amended (the "Articles"), of the Company, the following recitals and resolutions
have been duly adopted by the Board of Directors of the Company (the "Board"):

         WHEREAS, the Articles of the Company provide for a class of authorized
         shares known as Preferred Stock, comprising three million (3,000,000)
         shares issuable from time to time in one or more series; seven hundred
         fifty (750) shares of Preferred Stock are designated "Series B
         Preferred Stock", none of which shares are issued and outstanding;

         WHEREAS, the Board is authorized to fix or alter the rights,
         privileges, preferences, and restrictions granted to or imposed upon
         any wholly unissued series of Preferred Stock, including, but not
         limited to, dividend rights, dividend rate, conversion rights, voting
         rights, rights and terms of redemption (including sinking fund
         provisions), the redemption price or prices, the liquidation
         preferences of any wholly unissued series of Preferred Stock, and the
         number of shares constituting any such series and the designation
         thereof, or any of them; and to increase or decrease the number of
         shares of any series subsequent to the issue of shares of that series,
         but not below the number of shares of such series then outstanding; and

         WHEREAS, the Board desires, pursuant to its authority as aforesaid, to
         designate a series of Preferred Stock and to determine and fix the
         rights, preferences, privileges and restrictions relating to said
         series of Preferred Stock and the number of shares constituting said
         series;

         NOW, THEREFORE, BE IT RESOLVED, that, pursuant to the Articles of the
         Company, the Board hereby authorizes the issuance of, and fixes the
         designation and preferences and relative, participating, optional and
         other special rights, and qualifications, limitations and restrictions,
         of a series of Preferred Stock consisting of 2,500,000 shares, par
         value $0.01 per share, to be designated "6% Series C Convertible
         Preferred Stock" (the "Series C Stock").

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         RESOLVED, FURTHER, that each share of the Series C Stock shall rank
         equally in all aspects and shall be subject to the following terms and
         provisions:

         1. VOTING. The holders of the Series C Stock shall have such voting
rights as are set forth below except as otherwise required by law from time to
time:

         The affirmative approval (by vote or written consent as permitted by
applicable law) of the holders of at least a majority of the outstanding shares
of the Series C Stock, voting separately as a class, will be required for (a)
any amendment, alteration or repeal of the Company's Articles of Incorporation,
as amended from time to time, (including any Certificate of Determination) if
such amendment, alteration or repeal adversely affects the powers, preferences
or rights of the Series C Stock (including, without limitation, by creating any
class or series of equity securities having a preference over the Series C Stock
with respect to dividends, redemption, distribution upon liquidation or in any
other respect), or (b) any amendment to or waiver of the terms of the Series C
Stock or this Certificate.

         Except as provided in the preceding paragraph, to the extent that under
applicable law or under the Company' Articles of Incorporation or Bylaws, each
as amended from time to time, the approval of the holders of the Series C Stock,
voting separately as a class, is required to authorize a given action of the
Company, the affirmative approval (by vote or written consent as permitted by
applicable law) of the holders of a majority of the outstanding shares of the
Series C Stock shall constitute the approval of such action by the class. Except
as otherwise provided under applicable law or under the Company's Articles of
Incorporation or Bylaws, each as amended from time to time, the holders of the
Series C Stock shall vote on all matters with holders of the Common Stock,
voting together as one class, and each share of Series C Stock shall be entitled
to that number of votes as shall be equal to the number of shares of the
Company's Stock (the "Common Stock") into which each share of Series C Stock is
convertible on the record date for any meeting of stockholders or on the date of
any written consent of stockholders, as applicable. Holders of the Series C
Stock shall be entitled to notice of all shareholder meetings or written
consents (whether or not they are entitled to vote there at), which notice will
be provided pursuant to the Company's Bylaws, as amended from time to time, and
applicable statutes.

         2. DIVIDENDS. The holders of the Series C Stock (including shares
received as dividends) shall be entitled to receive cumulative dividends, equal
to $0.12 per year, out of any assets legally available therefor, prior and in
preference to any declaration of any dividend (payable other than in Common
Stock or other securities and rights convertible into or entitling the holder
there to receive directly or indirectly, additional shares of Common Stock of
the Company) on the Company's Series B Preferred Stock or Common Stock or any
other class or series of equity security of the Company. No dividend shall be
paid on any Common Stock or Series B Preferred Stock (other than a stock
dividend declared and paid on the Common Stock that is payable for shares of
Common Stock (a "Common Stock Dividend") unless all then accrued but unpaid
dividends have been paid with respect to all outstanding shares of Series C
Stock. No dividends shall be paid on any Common Stock or Series B Preferred
Stock (other than a Common Stock Dividend) unless an equal dividend is paid with
respect to all outstanding shares of Series C Stock or on as converted basis.

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<PAGE>

         3. LIQUIDATION, DISSOLUTION OR WINDING UP PREFERENCE.

                  a. In the event of any liquidation, dissolution or winding up
of the affairs of the Company, voluntarily or involuntarily, the holders of each
share of Series C Stock shall be entitled to be paid pro rata out of the assets
of the Company available for distribution to its stockholders, whether such
assets are capital, surplus, or earnings, before any payment or declaration and
setting apart for payment of any amount shall be made in respect of any shares
of the Company's Common Stock or shares of any other capital stock of the
Company ranking junior to the Series C Stock (collectively, "Junior Stock"), a
preferential amount equal to (i) $2.00 for each share of Series C Stock
outstanding, plus (ii) any and all unpaid dividends as provided for in Section 2
hereof (such preferential amount, as adjusted to reflect any stock split, stock
dividend, combination, recapitalization or reorganization, being hereinafter
referred to as the "Series C Liquidation Preference"). The Series C Stock shall
rank pari passu with the Series B Preferred Stock with respect to liquidation.
Except as otherwise provided herein, upon payment of the Series C Liquidation
Preference upon each share of Series C Stock, the Company shall have no further
obligation to make any other payments or distributions out of the assets of the
Company on any shares of Series C Stock in connection with such liquidation,
dissolution or winding up of the Company. If upon such liquidation, dissolution
or winding up, the assets of the Company are insufficient (after payment of the
liquidation preference of any class of preferred stock ranking senior on
liquidation to the Series C Stock) to provide for the payment in full of the
Series C Liquidation Preference for each share of Series C Stock outstanding,
such assets as are available shall be paid out pro rata (determined in
accordance with the liquidation preferences of the relevant series of preferred
stock) to the outstanding shares of Series C Stock and to any holders of any
series of preferred stock that ranks pari passu with the Series C Stock.

                  b. REMAINING ASSETS. After the payment or distribution to the
holders of the Series C Stock and Series B Preferred Stock of the full Series C
Liquidation Preference and the liquidation preferences for the Series B
Preferred Stock, the holders of the Series B Preferred Stock and Junior Stock
then outstanding shall be entitled to receive all remaining assets of the
Company to be distributed.

         4. CONVERSION RIGHTS.

                  a. OPTIONAL CONVERSION. Each share of Series C Stock shall be
convertible, at the option of the holder thereof, at any time after the date of
issuance of such share, into fully-paid and nonassessable shares of Common
Stock, (as such shares of Common Stock may be constituted on the conversion
date) the number of shares of Series C Stock then held by such holder.

                  b. MANDATORY CONVERSION. Each share of Series C Stock shall be
converted into fully-paid and nonassessable Common Stock, automatically and
without further action, in the manner provided in this Section 4 upon the
earlier to occur of (i) the date the Company closes a sale of securities at a
price per share of at least $2.00 and gross proceeds to the Company of at least
$5,000,000, or (ii) the first day after the Company's Common Stock has traded at
more than $5.00 per share for 30 consecutive trading days.

                                       3
<PAGE>

                  c. CONVERSION RATE. The number of shares of Common Stock into
which each share of Series C Stock may be converted pursuant to this Section 4,
as such may be adjusted from time to time in accordance with Section 5 hereof,
is hereinafter referred to as the "Conversion Rate". The number of shares of
Common Stock to be received upon conversion of the Series C Stock will be
determined by dividing the Conversion Amount by the Series C Conversion Price
(as defined in Section 4(d)) subject to adjustment in accordance with Section 5
hereof. The "Conversion Amount" will be $2.00 per share of Series C Stock being
converted.

                  d. DETERMINATION OF CONVERSION PRICE. The "Series C Conversion
Price" shall be equal to Two Dollars ($2.00).

                  e. MECHANICS OF CONVERSION. Unless conversion is mandatory in
accordance with Section 4(b) hereof, any or all shares of Series C Stock may be
converted by the holder thereof by giving written notice (the "Conversion
Notice") by facsimile by 5:00 p.m. Eastern Time, together with the holder's
calculation of the Conversion Rate to the Company, that the holder elects to
convert the number of shares specified therein, which notice and election shall
be irrevocable by the holder; and by delivering the certificate or certificates
representing the Series C Stock to be converted, duly endorsed, by either
overnight courier or two-day courier, to the principal office of the Company or
of any transfer agent for the Series C Stock, provided, however, in the event
that such certificate or certificates have been lost, stolen or destroyed, in
lieu of delivering such certificate or certificates the holder may notify the
Company of such loss, theft or destruction and deliver to the Company an
instrument reasonably satisfactory to the Company indemnifying the Company from
any loss incurred by it in connection with such lost, stolen or destroyed
certificate or certificates.

         The Company shall, as soon as possible and in any event within three
(3) business days, verify the holder's calculation of the Conversion Rate as
calculated by the holder, or if the Company disagrees with the holder's
calculation of the Conversion Rate, deliver to the holder the Company's
calculation of the Conversion Rate. The Company shall use its best efforts to
issue and deliver as soon as possible, and in any event within five (5) business
days after delivery to the Company of a Conversion Notice, to the holder of
Series C Stock requesting conversion of shares thereunder, or to its designee,
one or more certificates representing that number of shares of Common Stock to
which such holder shall be entitled, together with one or more certificates
representing any shares of Series C Stock represented by the certificate or
certificates delivered by such holder but not submitted for conversion. The
Company shall be deemed to have received the Conversion Notice on the date of
dispatch by the holder to the Company (the "Holder Conversion Date") and the
person or persons entitled to receive the shares of Common Stock issuable upon
the conversion specified therein shall be treated for all purposes as the record
holder or holders of such shares of Common Stock on such date, provided that the
certificate or certificates representing the shares of Series C Stock to be
converted (or a notice of loss, theft or destruction and an indemnification
instrument in lieu thereof), are received by the Company or any transfer agent
for the Series C Stock within five (5) business days thereafter. If such
certificate or certificates (or such notice and indemnification instrument) are
not received by the Company or any transfer agent for the Series C Stock within
five (5) business days after the Holder Conversion Date, the Conversion Notice
shall, at the election of the Company by written notice to the holder requesting
such conversion, become null and void unless the holder delivers such
certificate or certificates (or such notice and instrument of indemnification)
within three (3) business days after receipt by the holder of such election by
the Company.

                                       4
<PAGE>

         5. ADJUSTMENTS; REORGANIZATIONS.

                  a. ADJUSTMENT FOR STOCK SPLITS AND COMBINATIONS. If, at any
time or times after the date shares of Series C Stock are first issued (the
"Original Issuance Date"), the Company effects a subdivision (by any stock
split, stock dividend, recapitalization or otherwise) of the Common Stock into a
greater number of shares or combination (by reverse stock split or otherwise),
of the outstanding Common Stock into a smaller number of shares, the Conversion
Rate in effect immediately before such subdivision shall be proportionately
increased or decreased, as appropriate.

                  b. ADJUSTMENT FOR CERTAIN DIVIDENDS AND DISTRIBUTIONS. If the
Company at any time or from time to time after the Original Issuance Date makes,
or fixes a record date for the determination of holders of Common Stock entitled
to receive a dividend or other distribution payable in additional shares of
Common Stock or in other securities of the Company, then and in each such event
provision shall be made so that the holders of Series C Stock shall receive that
number of shares of Common Stock or other securities of the Company, as the case
may be, to which such holders would be entitled to receive had such holders
converted each share of Series C Stock then outstanding into Common Stock
immediately prior to the record date for the determination of holders of Common
Stock entitled to receive such dividend or other distribution (without regard to
any restrictions on conversion).

                  c. ADJUSTMENT FOR OTHER DIVIDENDS AND DISTRIBUTIONS. In the
event that the Company, at any time or from time to time after the Original
Issuance Date, makes or fixes a record date for the determination of holders of
Common Stock entitled to receive a dividend or other distribution payable other
than in securities of the Company, then and in each such event provision shall
be made so that the holders of Series C Stock shall receive the amount of such
dividend or other distribution, payable in the form in which such dividend or
other distribution is to be paid to holders of Common Stock, to which such
holders would be entitled to receive had such holders converted each share of
Series C Stock then outstanding into Common Stock immediately prior to the
record date for the determination of holders of Common Stock entitled to receive
such dividend or other distribution (and without regard to any restrictions on
conversion).

                  d. ADJUSTMENT FOR RECLASSIFICATION, EXCHANGE AND SUBSTITUTION.
In the event that at any time or from time to time after the Original Issuance
Date, the Common Stock issuable upon the conversion of the Series C Stock is
changed into the same or a different number of shares of any class or classes of
stock, whether by recapitalization, reclassification or otherwise (other than a
subdivision or combination of shares or stock dividend or reorganization
provided for elsewhere in this Section 5), then and in each such event each
holder of shares of Series C Stock shall have the right thereafter to convert
such stock into the kind of stock receivable upon such recapitalization,
reclassification or other change by holders of shares of Common Stock, all
subject to further adjustment as provided herein. In such event, the formula set
forth herein for conversion shall be equitably adjusted to reflect such change
in number of shares or, if shares of a new class of stock are issued, to reflect
the market price of the class or classes of stock issued in connection with the
above described transaction.

                                       5
<PAGE>

                  e. REORGANIZATION. If at any time or from time to time after
the Original Issuance Date there is a capital reorganization of the Common Stock
(other than a recapitalization, subdivision, combination, reclassification, or
exchange of shares provided for elsewhere in this Section 5), then as a part of
such reorganization, provision shall be made so that the holders of the Series C
Stock shall thereafter be entitled to receive upon conversion of shares of
Series C Stock the number of shares of stock or other securities or property to
which a holder of the number of shares of Common Stock deliverable upon
conversion would have been entitled on such capital reorganization. In any such
case, appropriate adjustment shall be made in the application of the provisions
of this Section 5 with respect to the rights of the holders of the Series C
Stock after the reorganization to the end that the provisions of this Section 5
(including adjustment of the Conversion Rate then in effect and the number of
shares issuable upon conversion of shares of the Series C Stock) shall be
applicable after that event and be as nearly equivalent as may be practicable,
including, by way of illustration and not limitation, by equitably adjusting the
formula set forth herein for conversion to reflect the market price of the
securities or property issued in connection with the above described
transaction.

                  f. ACQUISITION. In the event of (i) a sale or other
disposition of all or substantially all of the assets of the Company or (ii) any
merger, consolidation or other corporate reorganization or transaction or series
of related transactions in which in excess of 50% of the Company's voting power
is transferred, the holders of the Series C Stock shall vote with respect to the
approval of such transaction as a separate class. The holders of the Series C
Stock shall be entitled to receive on consummation of any such transaction the
consideration which they would have received had all Series C Stock been
converted to Common Stock immediately prior to the consummation of such
transaction (without regard to any then applicable restrictions on conversion).

         6. NO REDEMPTION. The Company shall not have a right of redemption.

         7. RESERVATION OF STOCK ISSUABLE UPON CONVERSION.

                  a. RESERVATION REQUIREMENT. The Company has reserved and the
Company shall continue to reserve and keep available at all times, free of
preemptive rights, shares of Common Stock for the purpose of enabling the
Company to satisfy any obligation to issue shares of its Common Stock upon
conversion of the authorized shares of Series C Stock. The number of shares so
reserved may be reduced by the number of shares actually delivered pursuant to
conversion of shares of Series C Stock; provided that in no event shall the
number of shares so reserved be less than 125% of the maximum number required to
satisfy remaining conversion rights on the unconverted shares of Series C Stock
(and without regard to any restrictions on conversion hereunder) and the number
of shares so reserved shall be increased to reflect stock splits and stock
dividends and distributions.

                  b. DEFAULT. If the Company does not have a sufficient number
of shares of Common Stock available to satisfy the Company's obligations to a
holder of one or more shares of Series C Stock upon receipt of a Conversion
Notice, or if the Company is otherwise prohibited by applicable law, regulation,
or stock exchange or trading market rule from issuing shares of Common Stock
upon receipt of a Conversion Notice (each, a "Conversion Default"), or if the
Company fails for any other reason (other than due to the failure of any holder
of Series C Stock to timely deliver the stock certificate for the shares of
Series C Stock to be converted or reasonably satisfactory indemnification
instruments) to issue shares of Common Stock upon receipt of any Conversion
Notice for a period of 30 days, the holder of one or more shares of Series C
Stock requesting conversion shall have the right, upon notice to the Company, to
require the Company to redeem such shares of Series C Stock, as soon as possible
and in any event within 30 days of such notice, at a price per share which shall
be the product of the Conversion Rate and the closing trading price of the
Common Stock on the applicable Conversion Date, such redemption amount to be
payable in cash, in readily marketable securities (the marketability and value
of which shall be mutually agreed upon by the Company and the holder or shall be
determined by a nationally recognized investment banking firm), or in a
combination thereof.

                                       6
<PAGE>

         8. NO REISSUANCE OF SHARES OF SERIES C STOCK. No share or shares of
Series C Stock acquired by the Company by reason of redemption, purchase,
conversion or otherwise shall be reissued as Series C Stock, and all such shares
shall be retired and shall return to the status of authorized, unissued and
retired and undesignated shares of preferred stock of the Company. Except as
provided in the Subscription Agreements entered into by the Company and the
initial holders of shares of Series C Stock on or about the Original Issuance
Date, no additional shares of Series C Stock shall be authorized or issued
without the consent of at least majority in interest of the holders of shares of
Series C Stock outstanding immediately prior thereto.

         9. NO IMPAIRMENT. The Company shall not intentionally take any action
which would impair the rights and privileges of the shares of Series C Stock set
forth herein.

         10. NOTICE OF ADJUSTMENT. Upon the occurrence of any of the events
specified in Section 5, then and in each such case, the Company shall give
written notice to each holder of such shares subject to conversion under Section
4 hereof, which notice shall describe in reasonable detail such event and the
resulting adjustment and shall set forth in reasonable detail the method by
which such adjustment was determined.

         11. OTHER NOTICES. In case at any time:

                  a. the Company shall declare any dividend upon its Common
         Stock payable in cash, stock or convertible securities or make any
         other distribution to the holders of its Common Stock;

                  b. the Company shall offer for subscription pro rata to the
         holders of its Common Stock any additional shares of stock of any
         class, any convertible securities, or other rights;

                  c. there shall be any capital reorganization or
         reclassification of the capital stock of the Company, or a
         consolidation or merger of the Company with or into, or a sale of all
         or substantially all its assets to, another entity or entities; or

                  d. there shall be a voluntary or involuntary dissolution,
         liquidation or winding up of the Company;

then, in any one or more of said cases, the Company shall give to each holder of
any shares of Series C Stock (i) at least ten (10) days' prior written notice of
the date on which the books of the Company shall close or a record shall be
taken for such dividend, distribution or subscription rights or for determining
rights to vote in respect of any such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding up and (ii) in
the case of any such reorganization, reclassification, consolidation, merger,
sale, dissolution, liquidation or winding up, at least twenty (20) days' prior

                                       7
<PAGE>

written notice of the date when the same shall take place. Such notice in
accordance with the foregoing clause (i) shall also specify, in the case of any
such dividend, distribution or subscription rights, the date on which the
holders of Common Stock shall be entitled thereto and such notice in accordance
with the foregoing clause (ii) shall also specify the date on which the holders
of Common Stock shall be entitled to exchange their Common Stock for securities
or other property deliverable upon such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding up, as the case
may be. The Company shall simultaneously make public disclosure of all such
information delivered to the holders of Series C Stock.

         12. NOTICE REQUIREMENTS. Unless otherwise provided herein, notices and
other deliveries to be made hereunder shall be made by hand or registered or
certified mail, postage and charges prepaid, or by express overnight delivery,
or by telecopy or telex (in which cases, the original notice shall be sent by
means reasonably intended to result in delivery of the original notice to the
recipient thereof on the next business day). Such notices and other deliveries
shall be addressed, in the case of the Company, to the Company at its principal
place of business, and in the case of any holder of one or more shares of Series
C Stock, to such holder at the address of such holder appearing on the books of
the Company or given by such holder to the Company for the purpose of notice,
or, if no such address appears or is so given, at the last known address of such
holder. Notices are deemed delivered upon receipt in accordance with any of the
foregoing methods.

         THREE: The authorized number of shares of Preferred Stock of the
Company is three million (3,000,000), seven hundred fifty (750) of which are
designated Series C Preferred Stock and non of which shares of Series B
Preferred Stock are issued and outstanding, Two Million Five Hundred Thousand
(2,500,000) of which are designated Series C Stock and none of which shares of
Series C Stock are issued or outstanding.

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<PAGE>




         The undersigned further declare under penalty of perjury under the laws
of the State of California that the matters set forth in the foregoing
Certificate are true and correct of their own knowledge.

         Executed at Irvine, California on the 10 day of November, 1999.




                                               /s/ Bill W. Childs
                                               ------------------------------
                                               Bill Childs, President



                                               /s/ Jeffrey Pollard, Secretary
                                               ------------------------------
                                               Jeffrey Pollard, Secretary