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. On July 24, 1997, the Company filed Articles of Amendment with the Iowa Secretary of State to amend the
Company's Restated Articles of Incorporation by designating a series of the Company's Preferred Stock to be
known as Convertible Preferred Stock, Series A (the "Convertible Preferred Stock"). No shares of the
Convertible Preferred Stock have been issued. By the filing of these Articles of Amendment, the Company now
amends the preferences, limitations and relative rights of the Convertible Preferred Stock, prior to the issuance of
any shares thereof. As of the effectiveness of these Articles of Amendment, 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 $1.00 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