CERTIFICATE OF INCORPORATION
                                       OF
                              INFOCURE CORPORATION
 
 
         The undersigned, for the purpose of organizing a stock corporation
under the provisions and subject to the requirements of the laws of the State
of Delaware, hereby certifies that:
 
FIRST:   The name of the corporation is INFOCURE CORPORATION.
 
SECOND:  The address of the registered office of the corporation in the State of
         Delaware is 1013 Centre Road, Wilmington, New Castle County, Delaware
         19805; and the name of the registered agent of the corporation is
         Corporation Service Company.
 
THIRD:   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.
 
FOURTH:  The total number of shares of stock which the corporation shall have
         authority to issue is fifty million (50,000,000) shares which are
         divided into ten million (10,000,000) shares of preferred stock with a
         par value of $.001 each, and forty million (40,000,000) shares of
         common stock with a par value of $.001 each.
 
         Subject to the provisions of Section 151 of the General Corporation Law
         of the State of Delaware, the board of directors of the corporation is
         authorized to determine, without shareholder action, the powers,
         designations, preferences, limitations, voting power and relative,
         participating, optional and other special rights and qualifications,
         limitations and restrictions of the preferred stock, including without
         limitation, the relative rights of any class of shares of preferred
         stock, each series within a class, the number of shares within each
         class and series and the dividend rights, conversion rights and terms
         of redemption (including sinking fund provisions and liquidation
         preferences), all to the fullest extent now or hereafter permitted by
         the General Corporation Law of the State of Delaware. Each holder of
         shares of common stock shall be entitled to one vote for each share of
         common stock held of record on all matters on which the holders of
         common stock are entitled to vote.
 
FIFTH:   The name and mailing address of the incorporator are as follows:
 
                                    Ugo F. Ippolito, Esq.
                                    Glass, McCullough, Sherrill & Harrold
                                    1409 Peachtree Street, NE
                                    Atlanta, Georgia  30309
 
SIXTH:   Whenever a compromise or arrangement is proposed between this
         corporation and its creditors or any class of them and/or between this
         corporation and its stockholders or any class of them, any court of
         equitable jurisdiction within the State of Delaware may, on the
         application in a summary way of this corporation or of any creditor or
         stockholder thereof or on the application of any receiver(s) appointed
         for this corporation under the provisions of Section 291 of Title 8 of
         the Delaware Code or on the application of trustees in dissolution or
         of any receiver(s) appointed for this corporation under the provisions
         of
 
 
<PAGE>   2
 
         Section 279 of Title 8 of the Delaware Code order a meeting of the
         creditors or class of creditors, and/or of the stockholders or class of
         stockholders of this corporation, as the case may be, to be summoned in
         such manner as the said court directs. If a majority in number
         representing three fourths in value of the creditors or class of
         creditors, and/or of the stockholders or class of stockholders of this
         corporation, as the case may be, agree to any compromise or arrangement
         and to any reorganization of this corporation as consequence of such
         compromise or arrangement, the said compromise or arrangement and the
         said reorganization shall, if sanctioned by the court to which the said
         application has been made, be binding on all the creditors or class of
         creditors, and/or on all the stockholders or class of stockholders, of
         this corporation, as the case may be, and also on this corporation.
 
SEVENTH: In furtherance and not in limitation of the powers conferred by statute
         or applicable law, the board of directors is expressly authorized to
         adopt, amend and repeal the bylaws of the corporation.
 
EIGHTH:  The personal liability of the directors of the corporation to the
         corporation and its shareholders is hereby eliminated or limited to the
         fullest extent permitted by the provisions of Section 102(b)(7) of the
         General Corporation Law of Delaware, as the same may be hereafter
         amended and supplemented.
 
         Signed on this 25th day of November, 1996.
 
 
                                           /s/ Ugo F. Ippolito
                                           -----------------------------
                                           Ugo F. Ippolito, Incorporator