EXHIBIT 3.4

                    CERTIFICATE OF DESIGNATIONS, PREFERENCES
                     AND RIGHTS OF SERIES E PREFERRED STOCK
                              OF CARECENTRIC, INC.


     It is hereby certified that:

     1. The name of the corporation is CareCentric, Inc. (the "Corporation").

     2.  Section I of Article III of the  Certificate  of  Incorporation  of the
Corporation  authorizes  the  issuance of up to  10,000,000  shares of preferred
stock,  par  value,  1/10th  of 1 cent,  and  Section  3 of  Article  III of the
Certificate of Incorporation of the Corporation  expressly vests in the Board of
Directors of the Corporation the authority  provided  therein to issue shares of
preferred stock at any time and from time to time, in one or more series, and to
fix or alter the designations, preferences and relative, participating, optional
or other special rights and qualifications,  limitations or restrictions of such
shares of preferred stock, including without limitation of the generality of the
foregoing,  dividend rights,  dividend rates,  conversion rights, voting rights,
rights and terms of redemption  (including sinking fund provisions),  redemption
price or prices and  liquidation  preferences of any wholly  unissued  series of
preferred  shares and the number of shares  constituting  any of such series and
the designation thereof, or any of them.

     3. Pursuant to the authority  conferred  upon the Board of Directors by the
Certificate of Incorporation  and Section 151(g) of the General  Corporation Law
of the State of  Delaware,  the  Board of  Directors  adopted  on the 1st day of
November, 2001, the resolutions set forth below: (a) creating a series of shares
of preferred stock designated  "Series E Preferred Stock", and (b) setting forth
the  designations,  preferences and relative,  participating,  optional or other
special rights and qualifications, limitations or restrictions, of the shares of
the Series E Preferred  Stock.  No shares of Series E Preferred  Stock have been
previously issued.

     Resolutions of the Board of Directors of the Corporation adopted on the 1st
day of November, 2001.

     "RESOLVED, that pursuant to authority granted to and vested in the Board of
Directors  of  the   Corporation  in  accordance  with  the  provisions  of  the
Certificate of Incorporation  of the Corporation,  the Board of Directors hereby
creates a series of preferred  stock,  par value 1/10th of 1 cent per share,  of
the  Corporation  and states its  designation and number of shares and fixes the
relative rights, preferences and limitations thereof as follows:

     A.  Designation.  The designation  shall be "Series E Preferred Stock" (the
"Series E Preferred Stock"). Each share of the Series E Preferred Stock shall be
identical in all respects with the other shares of Series E Preferred Stock.

     B.  Number.  The number of shares of Series E Preferred  Stock shall be Two
Hundred Ten Thousand (210,000),  which number from time to time may be increased
or  decreased  (but not  below  the  number  then  outstanding)  by the Board of
Directors of the  Corporation.  Any shares of Series E Preferred Stock purchased
by the Corporation shall be canceled and shall revert to authorized but unissued
shares of the Corporation's  preferred stock ("Preferred Stock") undesignated as
to series.

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     C. Voting. The Series E Preferred Stock shall vote on any matter upon which
shareholders of the Corporation are entitled to vote, together as a single class
with such shareholders,  except as specifically  provided herein or as otherwise
provided by law.  Each share of Series E Preferred  Stock shall have a number of
votes equal to the number of shares of the  Corporation's  common stock ("Common
Stock") then issuable upon conversion of such share of Series E Preferred Stock.

     D. Dividends. The holder of each share of Series E Preferred Stock shall be
entitled to receive,  prior and in preference to any distribution to the holders
of Common Stock, and on a pari passu basis with any dividend distribution to the
holders of the Series B Preferred  Stock,  Series C Preferred Stock and Series D
Preferred  Stock (but subject to any unpaid  dividends on the Series B Preferred
Stock,  Series C Preferred Stock and Series D Preferred Stock that accrued prior
to November 1, 2001),  non-cumulative  dividends  at the rate per annum of three
and one-half  (3.5%) percent of the One Dollar ($1.00)  original  issuance price
per share  (the  "Original  Issuance  Price") of the  Series E  Preferred  Stock
declared by the Board of Directors out of funds legally available therefor.  All
accrued but unpaid  dividends  on  outstanding  shares of the Series E Preferred
Stock  must be paid in full  before any cash  dividend  may be  declared  on the
Common Stock.

     E. Rights Upon  Liquidation.  In the event of any voluntary or  involuntary
liquidation,  dissolution  or winding-up of the  Corporation,  the assets of the
Corporation  available for distribution to its shareholders shall be distributed
in the following order of priority:

          1. The  remaining  assets,  if any, of the  Corporation  available for
distribution  to the  shareholders  shall be distributed in accordance  with the
provisions of Series B Preferred Stock as provided in Article III, Section 4G of
the Corporation's Restated Certificate of Incorporation,  the Series C Preferred
Stock as provided in Article III,  Section 5F thereof and the Series D Preferred
Stock as provided in Article III, Section 6E thereof.

          2. After  distribution  of the amount set forth  above,  the holder of
each share of Series E  Preferred  Stock then  outstanding  shall be entitled to
receive,  prior and in preference to any  distribution  to the holders of Common
Stock,  an amount  equal to the  Original  Issuance  Price plus any  accrued but
unpaid  dividends  otherwise  payable  with  respect  to such  share of Series E
Preferred  Stock.  If the  assets  and funds of the  Corporation  available  for
distribution to the holders of Series E Preferred Stock shall be insufficient to
permit the payment of the full  preferential  amount set forth in this  Section,
then all the  assets of the  Corporation  available  for  distribution  shall be
distributed  to the  holders of Series E  Preferred  Stock pro rata so that each
share receives the same percentage of its respective liquidation interest.

          3. After  distribution  of the amount set forth above,  the  remaining
assets,   if  any,  of  the  Corporation   available  for  distribution  to  the
shareholders  shall be  distributed  to  holders  of shares  of Common  Stock in
respect of their interests  therein until such holders of Common Stock have been
paid an  amount  equal  to the  aggregate  liquidation  price  of the  Series  B


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Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E
Preferred  Stock;  and  then,  if  any  assets  remain,  the  balance  shall  be
distributed  ratably to the holders of Common  Stock and the holders of Series B
Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E
Preferred Stock.

     F.  Change of  Control  Transactions.  In the event of a Change of  Control
Transaction  (as defined  below),  each share of Series E Preferred Stock shall,
subject to the succeeding  provisions of this paragraph,  be entitled to receive
the Original  Issuance Price,  plus any accrued but unpaid  dividends  otherwise
payable with respect to such share of Series E Preferred  Stock.  The holders of
Preferred  Stock shall,  on a pari passu basis with one another,  be entitled to
payment  of cash or other  consideration  equivalent  in value to the sum of the
aggregate liquidation  preference of each class of Preferred Stock (plus accrued
and unpaid dividends  otherwise  payable)  ("Aggregate  Preference")  before any
payment is made upon any shares of Common Stock that were  outstanding  prior to
the  Change  of  Control  Transaction.  If,  upon any  such  Change  of  Control
Transaction,  the consideration to be distributed among the holders of Preferred
Stock is  insufficient  to  permit  payment  to such  holders  of the  Aggregate
Preference,  than the entire consideration paid in connection with the Change in
Control Transaction shall be distributed pro rata among the holders of Preferred
Stock.

     For  purposes  of this  Section F,  consideration  from a Change of Control
Transaction shall:

          a. insofar as it consists of cash, be computed at the aggregate amount
of cash  received  by the  Corporation  excluding  amounts  paid or payable  for
accrued interest or accrued dividends; and

          b. insofar as it consists of property  other than cash, be computed at
the fair value thereof at the time of such issuance,  as mutually  determined by
the  Corporation's  Board of  Directors  and the  holders of a  majority  of the
outstanding  shares  of the  Series  E  Preferred  Stock,  provided  that if the
Corporation  and the  holders of a  majority  of the  outstanding  shares of the
Series E  Preferred  Stock are unable to reach  agreement,  then by  independent
appraisal by a valuation firm or accounting  firm hired by the  Corporation  and
acceptable  to the holders of a majority of the  outstanding  shares of Series E
Preferred Stock and to be paid equally by both parties.

For the purposes of this Section, a "Change of Control Transaction" with respect
to  the  Corporation   means  (i)  the  acquisition  of  the  Corporation  by  a
non-affiliated  third  party  pursuant  to a merger,  consolidation  or business
combination;  (ii) the sale of all or a  substantial  part of the  assets of the
Corporation  to  a  non-affiliated  third  party;  (iii)  the  occurrence  of  a
transaction  pursuant  to  which  any  entity  or  person  shall,  alone  or  in
combination with any affiliate (as defined in the Securities and Exchange Act of
1934 as amended and all regulations promulgated pursuant thereto, (the "Exchange
Act"))  become the  beneficial  owner (as  defined in Rules  13(d)-3 and 13(d)-5
under the Exchange Act) or fifty percent (50%) or more of any outstanding  class
of capital stock of the Corporation having ordinary voting power in the election
of its directors; or (iv) Mestek, Inc. and John E. Reed collectively shall cease
to own capital stock of the Corporation  with total voting power in the election
of its directors of fifteen percent (15%) or more.

     G.  Conversion.  The  holders of the Series E  Preferred  Stock  shall have
conversion rights as follows (the "Conversion Rights"):

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          1. Right to Convert.  Each share of Series E Preferred  Stock shall be
convertible,  at the  option  of  the  holder  thereof,  at  the  office  of the
Corporation  or any  transfer  agent for such  stock,  into one  fully  paid and
nonassessable  share of Common Stock  immediately after such share has vested or
is no longer subject to forfeitability conditions as provided in the Stock Grant
Agreement dated January 23, 2002 between the Corporation and John R. Festa.

          2.  Mechanics of  Conversion.  Before any holder of Series E Preferred
Stock  shall be entitled  voluntarily  to convert the same into shares of Common
Stock,  he shall  surrender  the  certificate  or  certificates  therefor,  duly
endorsed,  at the office of the  Corporation  or of any transfer  agent for such
stock,  and shall give written notice to the  Corporation at such office that he
elects to convert  the same and shall  state  therein the number of shares to be
converted  and  the  name or  names  in  which  he  wishes  the  certificate  or
certificates for shares of Common Stock to be issued.  The Corporation shall, as
soon as practicable thereafter,  issue and deliver at such office to such holder
of Series E Preferred  Stock,  a certificate or  certificates  for the number of
shares of Common Stock to which he shall be entitled.  Such conversion  shall be
deemed to have been made immediately  prior to the close of business on the date
of surrender of the shares of Series E Preferred Stock to be converted,  and the
person or persons  entitled to receive the shares of Common Stock  issuable upon
such  conversion  shall be treated  for all  purposes  as the  record  holder or
holders of such shares of Common Stock on such date."

     IN  WITNESS  WHEREOF,  the  Corporation  has  caused  this  Certificate  of
Designations, Preferences and Rights of Series E Preferred Stock of CareCentric,
Inc. to be signed by its Chief Executive  Officer,  and such authorized  officer
hereby  declares,  under  penalty  of  perjury  under  the laws of the  State of
Delaware,  that he signed this  Certificate  in the official  capacity set forth
beneath his signature and that the statements  set forth in this  Certificate of
Designations, Preferences and Rights of Series E Preferred Stock of CareCentric,
Inc. are true and correct to his own knowledge this 23rd day of January, 2002.


                                 /s/ John R. Festa
                                 ------------------------------------
                                 John R. Festa
                                 President and Chief Executive Officer




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