Restated Certificate Of Incorporation

RESTATED
CERTIFICATE OF INCORPORATION
OF
SIMIONE CENTRAL HOLDINGS, INC.


Simione Central Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation") does hereby certify that:


1. The name of the Corporation is Simione Central Holdings, Inc.;


2. The original Certificate of Incorporation of the Corporation was filed
with the Secretary of State of the State of Delaware on October 28,
1992 under the name "Infomed Holdings, Inc.";


3. The Board of Directors has, pursuant to a duly called meeting of its
Board of Directors held on August 8, 2000, adopted a resolution
proposing and declaring advisable the filing with the Secretary of
State of Delaware of this Restated Certificate of Incorporation;


4. The aforesaid restatement was duly adopted in accordance with the
applicable provisions of Section 245 of the Delaware General
Corporation Law;


5. This Restated Certificate of Incorporation only restates and
integrates and does not further amend the provisions of the
Corporation's certificate of incorporation as theretofore amended or
supplemented, and there is no discrepancy between those provisions and
the provisions of this Restated Certificate; and


6. The text of the Certificate of Incorporation, and all previously filed
amendments thereto, is hereby restated to read as follows:


I. NAME
-------


The name of the corporation is Simione Central Holdings, Inc. (the "Corporation").


II. PURPOSE
-----------


The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.


III. STOCK
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Section 1. Authorized Capital Stock. The aggregate number of shares which the Corporation shall have the authority to issue is 30,000,000 shares, consisting of 20,000,000 shares of Common Stock, $.001 par value ("Common Stock") and 10,000,000 shares of preferred stock, $.001 par value ("Preferred Stock").


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Section 2. Common Stock. Each share of Common Stock shall entitle the holder to one vote, in person or by proxy, at all meetings of the stockholders of the Corporation, on the matter in question. Each share of Common Stock shall be entitled to participate equally in dividends that may be legally declared by the Board of Directors out of available funds, and to participate equally in all distributions of assets upon the liquidation of the Corporation.


Section 3. Preferred Stock. The Board of Directors is authorized at any time, and from time to time, to provide for the issuance of shares of Preferred Stock in one or more classes and series and to determine the designations, preferences, limitations and relative or other rights of each class and series of the Preferred Stock. For each class and series of the Preferred Stock, the Board of Directors shall determine, by resolution or resolutions adopted prior to the issuance of the shares to be issued, the designations, preferences, limitations, and relative and other rights of each class and series of the Preferred Stock, including but not limited to the following rights and preferences:


A. The rate and manner of payment of dividends, if any;


B. Whether shares may be redeemed or called and, if so, the redemption
price or call price and the terms and conditions of redemption or
call;


C. The amount payable upon shares in the event of liquidation,
dissolution or other winding up of the Corporation;


D. Sinking fund provisions, if any, for the redemption, call, or purchase
of shares;


E. The terms and conditions, if any, on which shares may be converted or
exchanged;


F. Voting rights, if any; and


G. All other rights and preferences of the shares, to the full extent now
or hereafter permitted by the laws of the State of Delaware.


The Board of Directors shall have the authority to determine the number of shares that will comprise each class and series.


Prior to the issuance of any shares of a class or series, but after adoption by the Board of Directors of the resolution establishing the class or series, the appropriate officers of the Corporation shall file all documents required by law with the State of Delaware.


Section 4. Series B Preferred Stock


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


B. Number. The number of shares of Series B Preferred Stock shall be Five Million Six Hundred Thousand (5,600,000), which number from time to time may be increased or decreased (but not below the number then outstanding) by the Board


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of Directors of the Corporation. Any shares of Series B Preferred Stock purchased by the Corporation shall be canceled and shall revert to authorized but unissued shares of preferred stock undesignated as to series.


C. Voting. Each share of the Series B Preferred Stock shall initially have two-tenths of one (.2) vote in all matters to be voted upon by the stockholders of the Corporation (the Series B Voting Right"), and shall be adjusted as hereinafter provided. If the Corporation shall (i) declare a dividend or make a distribution in shares of its Common Stock, (ii) subdivide or reclassify the outstanding shares of its Common Stock into a greater number of shares, or (iii) combine or reclassify the outstanding shares of its Common Stock into a smaller number of shares, the Series B Voting Right at the time of the record date of such dividend or distribution shall be proportionately adjusted so that the holder of any shares of Series B Preferred Stock after such date shall be entitled to the same aggregate voting power of all shares of the Corporation's outstanding stock which such holder was entitled to immediately prior to such date. Successive adjustments in the Series B Voting Right shall be made whenever any event specified above shall occur. The Series B Preferred Stock shall vote on any matter upon which stockholders of the Corporation are entitled to vote, together as a single class with such stockholders.


D. Director. For so long as the Series B Preferred Stock shall remain outstanding, in the event that the Board of Directors of the Corporation is unable to reach a decision on a vote on any matter properly before the Board of Directors in two consecutive meetings of the Board of Directors, the number of directors of the Board of Directors shall be increased by One (1) member and the holders of the Series B Preferred Stock shall have the right to appoint such member of the Board of Directors. Any director who has been appointed by the holders of the Series B Preferred Stock may be removed during such director's term of office, whether with or without cause, only by the affirmative vote of the holders of a majority of the Series B Preferred Stock.


E. Dividends. The holder of each share of Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution to the holders of Series C Preferred Stock and to the holders of Common Stock, and subject to the dividend rights of the holders of the Series D Preferred Stock pursuant to the provisions of the Series D Preferred Stock in Article III, Section 6D hereof, cumulative dividends at the rate per annum of nine percent (9%) of the One Dollar and Seven and 143/1000 Cents ($1.07143) original issuance price per share (the "Original Issuance Price") of the Series B 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 B Preferred Stock must be paid in full before any cash dividend may be declared on the Series C Preferred Stock or the Common Stock.


F. Mergers. In the event of a Change of Control Transaction (as defined below), each share of Series B Preferred Stock shall be entitled to receive the same consideration as an outstanding share of Common Stock, but in any event not less than the Original Issue Price, plus accumulated but unpaid dividends. For the purposes of this Section F, 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


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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) and 13(d)-5) under the Exchange Act) of 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) the Corporation shall cease to own less than eighty percent (80%) of the voting stock of any of its subsidiaries (unless such failure is due to the merger of any subsidiary with and into the corporation). The transactions among the Corporation, Mestek, Inc., MCS, Inc., John E. Reed, Stewart B. Reed and E. Herbert Burk contemplated in that certain Second Amended and Restated Agreement and Plan of Merger and Investment Agreement dated as of October 25, 1999 by and among such parties, as such agreement may be amended from time to time, shall not be deemed to constitute a Change of Control Transaction under this Section F.


G. 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 stockholders shall be distributed in the following order of priority:


1. The holder of each share of Series B Preferred Stock then outstanding shall be entitled to receive, prior and in preference to any distribution to the holders of Series C Preferred Stock, Series D Preferred Stock or Common Stock, an amount equal to One Dollar and Seven and 143/1000 cents ($1.07143) per share (the "Liquidation Price") plus an amount equal to the Original Issuance Price multiplied by nine percent (9%) per annum from the date of original issuance of the Series B Preferred Stock to the date of distribution, provided such amount shall be reduced by an amount equal to all dividends declared and paid with respect to such shares of Series B Preferred Stock since the original date of issuance. If the assets and funds of the Corporation available for distribution to the holders of Series B 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 B Preferred Stock pro rata so that each share receives the same percentage of its respective liquidation interest.


2. The remaining assets, if any, of the Corporation available for distribution to the stockholders shall be distributed, first, in accordance with the liquidation preference provided for holders of Series C Preferred Stock in Article III, Section 5F hereof, and, second, in accordance with the liquidation preference provided for holders of Series D Preferred Stock in Article III, Section 6E hereof.


3. After distribution of the amounts set forth above, the remaining assets, if any, of the Corporation available for distribution to the stockholders shall be distributed to holders of shares of Common Stock to the exclusion of the holders of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock until such holders of Common Stock have been paid an amount equal to the aggregate liquidation price of the Series B Preferred Stock, the Series C Preferred Stock, and the Series D Preferred Stock, and then, if any assets remain, the balance shall be distributed ratably to the holders of Common Stock and to the holders of Series B Preferred Stock, the holders of Series C Preferred Stock and the holders of Series D Preferred Stock.


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H. The Corporation will not amend this Certificate in a manner which materially and adversely impacts the rights of the Series B Preferred Stock hereunder or recombine or reclassify the Series B Preferred Stock without the prior written approval of holders of a majority of the shares of Series B Preferred Stock then outstanding.


Section 5. Series C Preferred Stock


A. Designation. The designation shall be "Series C Preferred Stock" (the "Series C Preferred Stock"). Each share of the Series C Preferred Stock shall be identical in all respects with the other shares of Series C Preferred Stock. The par value of the Series C Preferred Stock shall be 1/10th of 1 cent per share.


B. Number. The number of shares of Series C Preferred Stock shall be Eight Hundred and Fifty Thousand (850,000), 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 C Preferred Stock purchased by the Corporation shall be canceled and shall revert to authorized but unissued shares of Preferred Stock undesignated as to series.


C. Voting. Each share of the Series C Preferred Stock shall initially have two-tenths of one (.2) vote in all matters to be voted upon by the stockholders of the Corporation (the "Series C Voting Right"), and shall be adjusted as hereinafter provided. If the Corporation shall (i) declar ...