CERTIFICATE OF DESIGNATIONS OF PREFERENCES AND RIGHTS OF
SERIES C CONVERTIBLE PREFERRED STOCK
a Nevada corporation
The undersigned, Robert Cox and Keith Berman certify that:
They are the duly acting President and Secretary, respectively, of CareDecision
Corporation, a corporation organized and existing under the Corporation Code of the State of Nevada (the
Pursuant to authority conferred upon the Board of Directors by the Certificate of
Incorporation of the Corporation, and pursuant to the provisions of N.R.S. 78-191 – 78-307 of the State of
Nevada, said Board of Directors, pursuant to a meeting held January 27, 2005, adopted a resolution establishing
the rights, preferences, privileges and restrictions of, and the number of shares comprising, the Corporation's
Series C Convertible Preferred Stock, which resolution is as follows:
RESOLVED, that a series of Preferred Stock in the Corporation, having the rights, preferences,
privileges and restrictions, and the number of shares constituting such Series C and the designation of such series,
set forth below be, and it hereby is, authorized by the Board of Directors of the Corporation pursuant to authority
given by the Corporation's Certificate of Incorporation.
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby fixes and determines the
Determinations of, the number of shares constituting, and the rights, preferences, privileges and restrictions
relating to, a new series of Preferred Stock as follows:
Determination . The series of Preferred Stock is hereby designated Series C Convertible
Preferred Stock (the “ Series C Preferred Stock ”).
Authorized Shares . The number of authorized shares constituting the Series C Preferred Stock
shall be Twenty thousand (20,000) shares of such series.
Dividends . To the extent permitted by applicable law, each share of Series C Preferred Stock
shall pay a mandatory monthly