EXHIBIT 10.46.2

                  FIRST AMENDMENT TO CONVERTIBLE NOTE AGREEMENT
                         AND CONVERTIBLE PROMISSORY NOTE


     This First  Amendment  to that certain  Convertible  Note  Agreement  dated
August 8, 2000 (the "Credit Agreement") and that certain Convertible  Promissory
Note dated  August 8, 2000 (the  "Note") is made and entered into as of the 21st
day of January, 2002 by and between CareCentric, Inc. (formerly known as Simione
Central Holdings, Inc.) ("Borrower") and Barrett C. O'Donnell ("O'Donnell").

                                   WITNESSETH:

     WHEREAS,  Borrower  and  O'Donnell  entered into the Credit  Agreement  and
Borrower executed the Note in favor of O'Donnell;

     WHEREAS,  the parties desire to amend certain terms of the Credit Agreement
and the Note on the terms and conditions set forth herein;

     NOW,  THEREFORE,  in  consideration  of the premises and mutual  agreements
herein contained, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:

     1.   Exhibit A to the Credit Agreement, which is the Note, shall be amended
          by this First Amendment without requiring re-execution of the Note, as
          follows:

          (a)  The first  sentence of the first  paragraph  of the Note shall be
               amended  by  deleting  at the end  thereof  of the  phrase  "nine
               percent (9%) per annum" and inserting in lieu thereof: "at a rate
               per annum equal to the Prime Rate plus two percent  (2%).  `Prime
               Rate' means the fluctuating prime rate of interest established by
               Wainwright  Bank & Trust Company from time to time whether or not
               such rate shall be otherwise published."

          (b)  After the second sentence of the first paragraph of the Note, the
               following  sentence  shall be added:  "However,  for the calendar
               quarters  ending in the year 2002,  one-half of accrued  interest
               shall be payable  at the end of each  calendar  quarter,  and the
               balance  shall be due and  payable at  December  31,  2003 at the
               choice  of  Lender,  either  (a)  in  cash  promptly,  or  (b) by
               conversion  to an  "obligation"  under the terms of this Note and
               the Agreement (as  referenced  below)  through the delivery of an
               appropriate promissory note."

          (c)  Clause (i) of the second sentence of the fourth  paragraph of the
               Note shall be deleted and the following shall be inserted in lieu
               thereof:  "the Prime Rate plus two  percent  (2%)  interest  rate
               described  in the first  paragraph  above shall be increased to a
               rate per annum equal to the Prime Rate plus five percent (5%) for
               as  long  as the  Event  of  Default  continues".


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     2.   Except as specifically  amended hereby or otherwise agreed,  the terms
          and conditions of and obligations  created under the Credit  Agreement
          and the Note are hereby  ratified  and  confirmed  and shall remain in
          full force and effect according to their terms.

     3.   This  First  Amendment  shall  not  waive  nor be  deemed to waive nor
          otherwise  affect in any manner  whatsoever the effect,  the terms and
          conditions of that certain  Subordination  Agreement  dated as of July
          2000 by and between O'Donnell and Wainwright Bank & Trust Company.

     4.   This First  Amendment  may be executed in any number of  counterparts,
          each of which when so executed and delivered shall be an original, but
          all of which shall constitute one and the same instrument. Delivery of
          an executed  counterpart to this First  Amendment by telecopy shall be
          effective as an original and shall constitute a representation that an
          original will be delivered.

     5.   This First  Amendment  and the rights and  obligations  of the parties
          under this First  Amendment  shall be governed by, and  construed  and
          interpreted  in  accordance  with,  the laws of the State of Delaware,
          without reference to conflicts of law.

     IN WITNESS WHEREOF,  each of the parties hereto has caused a counterpart of
this First  Amendment  to be duly  executed  and  delivered as of the date first
above written.

                                    BORROWER:

                                    CARECENTRIC, INC.


                                    By:  /s/ John R. Festa
                                         --------------------------------------
                                         John R. Festa, President

                                    LENDER:

                                    /s/ Barrett C. O'Donnell
                                    --------------------------------------------
                                    Barrett C. O'Donnell