ARTICLES OF AMENDMENT
PACE HEALTH MANAGEMENT SYSTEMS, INC.
TO THE SECRETARY OF STATE OF THE STATE OF IOWA:
Pursuant to Section 1002 of the Iowa Business Corporation Act (the "Act"), the undersigned corporation adopts
the following amendment to the corporation's Articles of Incorporation.
I. The name of the corporation is Pace Health Management Systems, Inc. (the "Company").
II. The Company's Restated Articles of Incorporation, filed with the Iowa Secretary of State and effective as of
May 3, 1996, are hereby amended by designating a series of the Company's Preferred Stock, such series to be
known as Convertible Preferred Stock, Series A (the "Convertible Preferred Stock"). The preferences,
limitations and relative rights of the Convertible Preferred Stock shall be as follows:
SECTION 1. DESIGNATION; NUMBER OF SHARES; PURCHASE PRICE. The shares of such series shall
be designated as "Convertible Preferred Stock, Series A", and the number of shares constituting the Convertible
Preferred Stock shall be 4,000,000. The Convertible Preferred Stock may be issued and sold by the Company
at the discretion of the Board of Directors at a price of $1.75 per share.
SECTION 2. PAR VALUE. The Convertible Preferred Stock shall have no par value.
SECTION 3. RANK. The Convertible Preferred Stock shall rank prior to all of the Company's Common Stock,
no par value (the "Common Stock"), now outstanding or hereafter issued, both as to payment of dividends and as
to distribution of assets upon the liquidation, dissolution or winding up of the Company, whether voluntary or
SECTION 4. DIVIDENDS AND DISTRIBUTIONS. The holders of shares of Convertible Preferred Stock
shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for
such purpose, annual dividends at the rate of $0.175 per share. Such dividends shall be fully cumulative, shall
accumulate quarterly without interest, shall be payable in cash and shall become due and