EXHIBIT 3.3


                                     BYLAWS

                                       OF

                                CARECENTRIC, INC.


                            (A DELAWARE CORPORATION)





<PAGE>

                                     BYLAWS
                                       OF
                                CARECENTRIC, INC.


                                TABLE OF CONTENTS

                                                                       PAGE NO.

ARTICLE I    STOCKHOLDERS.....................................................1
             1.   CERTIFICATES REPRESENTING STOCK.............................1
             2.   FRACTIONAL SHARE INTERESTS..................................1
             3.   STOCK TRANSFERS.............................................2
             4.   RECORD DATE FOR STOCKHOLDERS................................2
             5.   MEANING OF CERTAIN TERMS....................................2
             6.   STOCKHOLDER MEETINGS........................................3
             7.   STOCKHOLDER ACTION WITHOUT MEETINGS.........................5

ARTICLE II   DIRECTORS........................................................6
             1.   FUNCTIONS AND DEFINITIONS...................................6
             2.   QUALIFICATIONS AND NUMBER...................................6
             3.   ELECTION AND TERM...........................................6
             4.   MEETINGS....................................................6
             5.   REMOVAL OF DIRECTORS........................................7
             6.   COMMITTEES..................................................7
             7.   WRITTEN ACTION..............................................8

ARTICLE III  OFFICERS.........................................................8

ARTICLE IV   CORPORATE SEAL..................................................10

ARTICLE V    FISCAL YEAR.....................................................10

ARTICLE VI   CONTROL OVER BYLAWS.............................................10

ARTICLE VII  INDEMNIFICATION.................................................10

ARTICLE VIII BYLAWS CONTROLLED BY CERTIFICATE OF INCORPORATION, STATUTES.....11

ARTICLE IX   MISCELLANEOUS...................................................11
             1.   FORM OF RECORDS............................................11
             2.   AMENDMENT OF BYLAWS........................................11



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                                     BYLAWS
                                       OF
                                CARECENTRIC, INC.

                            (A DELAWARE CORPORATION)





                                    ARTICLE I

                                  STOCKHOLDERS


     1.  CERTIFICATES   REPRESENTING   STOCK.  Every  holder  of  stock  in  the
Corporation  shall be entitled to have a  certificate  signed by, or in the name
of, the Corporation by the Chairman or  Vice-Chairman of the Board of Directors,
if any, or by the  President  or a  Vice-President  and by the  Treasurer  or an
Assistant   Treasurer  or  the  Secretary  or  an  Assistant  Secretary  of  the
Corporation certifying the number of shares owned by him in the Corporation. Any
and all  signatures  on any  such  certificate  may be  facsimiles.  In case any
officer,  transfer  agent,  or  registrar  who has  signed  or  whose  facsimile
signature  has been  placed  upon a  certificate  shall  have  ceased to be such
officer,  transfer agent, or registrar before such certificate is issued, it may
be issued by the  Corporation  with the same effect as if he were such  officer,
transfer agent, or registrar at the date of issue.

     Whenever the  Corporation  shall be authorized to issue more than one class
of stock or more  than one  series  of any  class of  stock,  and  whenever  the
Corporation  shall  issue any  shares of its stock as  partly  paid  stock,  the
certificates  representing shares of any such class or series or any such partly
paid stock shall set forth  thereon the  statements  prescribed,  if any, by the
Delaware General  Corporation Law, as amended and as it may be amended from time
to time  ("General  Corporation  Law").  Any  restrictions  on the  transfer  or
registration  of transfer of any shares of stock of any class or series shall be
noted conspicuously on the certificate representing such shares.

     The  Corporation  may  issue a new  certificate  of  stock  in place of any
certificate  theretofore  issued by it,  alleged to have been lost,  stolen,  or
destroyed, and the Board of Directors may require the owner of any lost, stolen,
or destroyed certificate, or his legal representative, to give the Corporation a
bond sufficient to indemnify the Corporation  against any claim that may be made
against it on account of the alleged loss,  theft,  or  destruction  of any such
certificate or the issuance of any such new certificate.


     2.  FRACTIONAL  SHARE  INTERESTS.  The  Corporation  may,  but shall not be
required  to,  issue  fractions of a share.  If the  Corporation  does not issue
fractions of a share,  it shall (1) arrange for the  disposition  of  fractional

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interests by those entitled thereto, (2) pay in cash the fair value of fractions
of a share as of the time when those  entitled  to receive  such  fractions  are
determined,  or (3) issue scrip or warrants in  registered  or bearer form which
shall  entitle  the  holder to receive a  certificate  for a full share upon the
surrender of such scrip or warrants  aggregating a full share. A certificate for
a  fractional  share  shall,  but scrip or warrants  shall not unless  otherwise
provided  therein,  entitle the holder to  exercise  voting  rights,  to receive
dividends thereon, and to participate in any of the assets of the Corporation in
the event of liquidation.  The Board of Directors may cause scrip or warrants to
be issued subject to the conditions that they shall become void if not exchanged
for certificates representing full shares before a specified date, or subject to
the conditions that the shares for which scrip or warrants are  exchangeable may
be sold by the Corporation and the proceeds  thereof  distributed to the holders
of scrip or  warrants,  or  subject to any other  conditions  which the Board of
Directors may impose.


     3.  STOCK  TRANSFERS.  Upon  compliance  with  provisions  restricting  the
transfer or registration  of transfer of shares of stock,  if any,  transfers or
registration of transfers of shares of the Corporation shall be made only on the
stock ledger of the  Corporation in accordance  with the terms and procedures as
outlined in the Uniform Stock Transfer Act.


     4.  RECORD  DATE  FOR   STOCKHOLDERS.   For  the  purposes  of  determining
stockholders  entitled to notice of or to vote at any meeting of stockholders or
any adjournment  thereof,  or to express consent to corporate  action in writing
without a meeting,  or  entitled  to receive  payment of any  dividend  or other
distribution or the allotment of any rights,  or entitled to exercise any rights
in respect of any change, conversion, or exchange of stock or for the purpose of
any other lawful action, the directors may fix, in advance, a record date, which
shall not be more than sixty days nor less than ten days before the date of such
meeting,  nor more than sixty days prior to any other action.  If no record date
is fixed, the record date for determining  stockholders entitled to notice or to
vote at a meeting of stockholders,  shall be at the close of business on the day
next preceding the day on which notice is given, or, if notice is waived, at the
close of  business  on the day next  preceding  the day on which the  meeting is
held; the record date for determining  stockholders  entitled to express consent
to corporate  action in writing  without a meeting,  when no prior action by the
Board of Directors  is  necessary,  shall be the day on which the first  written
consent is expressed;  and the record date for determining  stockholders for any
other purpose shall be at the close of business on the day on which the Board of
Directors   adopts  the  resolution   relating   thereto.   A  determination  of
stockholders  entitled  to notice of or to vote at any  meeting of  stockholders
shall apply to any adjournment of the meeting; provided, however, that the Board
of Directors may fix a new record date for the adjourned meeting.


     5.  MEANING OF  CERTAIN  TERMS.  As used  herein in respect of the right to
notice of a meeting of  stockholders  or a waiver  thereof or to  participate or
vote  thereat or to  consent or dissent in writing in lieu of a meeting,  as the
case may be,  the term  "share"  or  "shares"  or "share of stock" or "shares of


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stock" or "shareholder"  or  "shareholders"  or "stockholder" or  "stockholders"
refers to an outstanding  share or shares of stock and to a holder or holders of
record of  outstanding  shares of stock when the  Corporation  is  authorized to
issue only one class of shares of stock,  and said reference is also intended to
include  any  outstanding  share or shares of stock and any holder or holders of
record of  outstanding  shares of stock of any class upon which or upon whom the
certificate  of  incorporation  confers  such rights where there are two or more
classes  or series of  shares  of stock or upon  which or upon whom the  General
Corporation  Law confers such rights  notwithstanding  that the  certificate  of
incorporation  may provide for more than one class or series of shares of stock,
one or more of which are  limited or denied such  rights  thereunder;  provided,
however, that no such right shall vest in the event of an increase or a decrease
in the  authorized  number of  shares  of stock of any class or series  which is
otherwise  denied  voting  rights under the  provisions  of the  certificate  of
incorporation, except as any provision of law may otherwise require.


     6. STOCKHOLDER MEETINGS.

     -- TIME. The first annual meeting shall be held on the date and at the time
fixed by the directors, provided, that the first annual meeting shall be held on
a date within thirteen months after the  organization of the  Corporation.  Each
successive  annual  meeting  shall be held each  fiscal year on the date and the
time fixed,  from time to time, by the  directors.  If at any time the directors
shall fail to  otherwise  fix the date of an annual  meeting,  then such  annual
meeting  shall be held on the second  Tuesday of the fourth month  following the
end of the fiscal year of the  Corporation,  or, if such day is a legal holiday,
the next following business day. A special meeting shall be held on the date and
at the time fixed by the directors.

     -- PLACE. Annual meetings and special meetings shall be held at such place,
within or without the State of  Delaware,  as the  directors  may,  from time to
time,  fix.  Whenever the  directors  shall fail to fix such place,  the meeting
shall  be held at the  registered  office  of the  Corporation  in the  State of
Delaware.

     --  CALL.  Annual  meetings  and  special  meetings  may be  called  by the
directors or by any officer instructed by the directors to call the meeting.

     -- NOTICE OR WAIVER OF  NOTICE.  Written  notice of all  meetings  shall be
given,  stating the place, date, and hour of each meeting, and stating the place
within  the  city or  other  municipality  or  community  at  which  the list of
stockholders of the Corporation may be examined. The notice of an annual meeting
shall state that the meeting is called for the election of directors and for the
transaction of other  business which may properly come before the meeting,  and,
to the extent  practicable,  shall contain the purpose or purposes for which the
meeting is called.  The notice of a special meeting shall in all instances state
the  purpose or  purposes  for which the  meeting  is called.  The notice of any
meeting shall also include,  or be accompanied  by, any  additional  statements,
information,  or documents  prescribed by the General Corporation Law. Except as
otherwise  provided by the General  Corporation Law, a copy of the notice of any


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meeting shall be given,  personally or by mail,  not less than ten days nor more
than sixty days before the date of the  meeting,  unless  notice shall have been
waived , and directed to each stockholder at his record address or at such other
address  which he may have  furnished by request in writing to the  Secretary of
the Corporation. Notice by mail shall be deemed to be given when deposited, with
postage thereon prepaid, in the United States Mail. If a meeting is adjourned to
another time, not more than thirty days hence,  and/or to another place,  and if
an  announcement  of the adjourned time and/or place is made at the meeting,  it
shall not be  necessary  to give  notice of the  adjourned  meeting  unless  the
directors,  after adjournment,  fix a new record date for the adjourned meeting.
Notice  need not be given to any  stockholder  who  submits a written  waiver of
notice  signed by him before or after the time stated  therein.  Attendance of a
stockholder at a meeting of stockholders  shall constitute a waiver of notice of
such meeting,  except when the  stockholder  attends the meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business  because the meeting is not lawfully  called or  convened.  Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the stockholders need be specified in any written waiver of notice.

     -- STOCKHOLDER  LIST. The officer who has charge of the stock ledger of the
Corporation  shall  prepare and make,  at least ten days before every meeting of
stockholders,  a complete  list of the  stockholders,  arranged in  alphabetical
order,  and  showing the  address of each  stockholder  and the number of shares
registered  in the  name of each  stockholder.  Such  list  shall be open to the
examination of any stockholder,  for any purpose germane to the meeting,  during
ordinary business hours, for a period of at least ten days prior to the meeting,
either at a place within the city or other  municipality  or community where the
meeting  is to be held,  which  place  shall be  specified  in the notice of the
meeting,  or if not so specified,  at the place where the meeting is to be held.
The list shall also be  produced  and kept at the time and place of the  meeting
during the whole time thereof,  and may be inspected by any  stockholder  who is
present.  The  stock  ledger  shall  be the  only  evidence  as to who  are  the
stockholders  entitled to examine the stock  ledger,  the list  required by this
section  or  the  books  of the  Corporation,  or to  vote  at  any  meeting  of
stockholders.

     -- CONDUCT OF MEETING.  Meetings of the stockholders shall be presided over
by one of the  following  officers in the order of seniority  and if present and
acting - the  Chairman of the Board and Chief  Executive  Officer,  if any,  the
Vice-Chairman of the Board, if any, the President, a Vice-President, or, if none
of the foregoing is in office and present and acting, by a Chairman to be chosen
by the  stockholders.  The Secretary of the Corporation,  or in his absence,  an
Assistant  Secretary,  shall act as secretary of every meeting,  but, if neither
the Secretary nor an Assistant Secretary is present, the Chairman of the meeting
shall appoint a secretary of the meeting.

     -- PROXY REPRESENTATION.  Every stockholder may authorize another person or
persons  to act for him by  proxy  in all  matters  in  which a  stockholder  is
entitled to  participate,  whether by waiving  notice of any meeting,  voting or
participating at a meeting,  or expressing consent or dissent without a meeting.
Every proxy must be signed by the  stockholder  or by his  attorney-in-fact.  No


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proxy  shall be voted or acted upon after  three years from its date unless such
proxy provides for a longer  period.  A duly executed proxy shall be irrevocable
if it states that it is irrevocable  and, if, and only as long as, it is coupled
with an interest  sufficient in law to support an irrevocable power. A proxy may
be made irrevocable  regardless of whether the interest with which it is coupled
is an interest in the stock itself or an interest in the Corporation generally.

     -- INSPECTORS. The directors, in advance of any meeting, may, but need not,
appoint one or more inspectors to act at the meeting or any adjournment thereof.
If an inspector or inspectors  are not  appointed,  the person  presiding at the
meeting may, but need not,  appoint one or more  inspectors.  In case any person
who may be appointed as an inspector  fails to appear or act, the vacancy may be
filled by appointment  made by the directors in advance of the meeting or at the
meeting by the person  presiding  thereafter.  Each  inspector,  if any,  before
entering  upon  the  discharge  of his  duties,  shall  take  and  sign  an oath
faithfully  to execute  the duties of  inspector  at such  meeting  with  strict
impartiality and according to the best of his ability.  The inspectors,  if any,
shall  determine the number of shares of stock  outstanding and the voting power
of each,  the shares of stock  represented  at the meeting,  the  existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots, or
consents,  hear and determine all challenges and questions arising in connection
with the right to vote,  count and  tabulate  all votes,  ballots  or  consents,
determine the result,  and do such acts as are proper to conduct the election or
vote with fairness to all  stockholders.  On request of the person  presiding at
the meeting, the inspector or inspectors, if any, shall make a report in writing
of any  challenge,  question or matter  determined  by him or them and execute a
certificate of any fact found by him or them.

     -- QUORUM.  The holders of one-third  of the shares  entitled to vote shall
constitute  a quorum at a meeting of  stockholders  for the  transaction  of any
business.  The stockholders  present may adjourn the meeting despite the absence
of a quorum.

     -- VOTING.  Except as may  otherwise  be  provided  in the  certificate  of
incorporation,  or in a resolution of the Board of Directors in accordance  with
Section 151 of the General Corporation Law each share of stock shall entitle the
holder  thereof to one vote.  In the election of  directors,  a plurality of the
votes cast shall elect.  Any other action shall be  authorized  by a majority of
the votes cast except where the General  Corporation  Law prescribes a different
percentage of votes and/or a different exercise of voting power. In the election
of directors,  and for any other action,  voting need not be by ballot except as
otherwise provided by the General Corporation Law.


     7. STOCKHOLDER ACTION WITHOUT MEETINGS.  Any action required by the General
Corporation Law to be taken at any annual or special meeting of stockholders, or
any action which may be taken at any annual or special meeting of  stockholders,
may be taken  without a meeting,  without  prior notice and without a vote, if a
consent in writing,  setting  forth the action so taken,  shall be signed by the


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holders of  outstanding  stock having not less than the minimum  number of votes
that would be  necessary  to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous  written
consent shall be given to those stockholders who have not consented in writing.

                                   ARTICLE II

                                    DIRECTORS

     1. FUNCTIONS AND  DEFINITIONS.  The business and affairs of the Corporation
shall be managed by the Board of  Directors of the  Corporation.  The use of the
phrase "whole  board"  herein refers to the total number of directors  which the
Corporation would have if there were no vacancies.

     2.  QUALIFICATIONS  AND NUMBER.  A director  need not be a  stockholder,  a
citizen of the United States, or a resident of the State of Delaware.  The Board
of  Directors  shall  consist of one or more  persons  with the exact  number of
directors  determined  from  time to time by the Board of  Directors;  provided,
however,  that in the event the directors fail to fix such number, the number of
directors constituting the entire Board shall be one (1).

     3.  ELECTION  AND TERM.  The first Board of  Directors,  unless the members
thereof  shall have been named in the  certificate  of  incorporation,  shall be
elected by the  incorporator  or  incorporators  and shall hold office until the
first annual meeting of stockholders  and until their successors are elected and
qualified or until their earlier resignation or removal. Any director may resign
at any time upon written notice to the  Corporation.  Thereafter,  directors who
are elected at an annual meeting of stockholders,  and directors who are elected
in the interim by special  meeting of the  stockholders  to fill  vacancies  and
newly created directorships,  shall hold office until the next annual meeting of
stockholders and until their successors are elected and qualified or until their
earlier resignation or removal.


     4. MEETINGS.

     -- TIME.  Annual meetings shall be held each fiscal year immediately  after
the annual meeting of the  stockholders  or as soon  thereafter as the directors
may conveniently assemble except that the first meeting of a newly elected Board
shall be held as soon  after its  election  as the  directors  may  conveniently
assemble.

     -- PLACE.  Meetings shall be held at such place within or without the State
of Delaware as shall be fixed by the Board.

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     -- CALL. No call shall be required for regular  meetings for which the time
and place have been fixed. Special meetings may be called by or at the direction
of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, or
the President, or of a majority of the directors in office.

     -- NOTICE OF ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for
regular meetings for which the time and place have been fixed. Written, oral, or
any  other  mode of notice  of the time and  place  shall be given  for  special
meetings  in  sufficient  time  for the  convenient  assembly  of the  directors
thereat.  Notice  need  not be  given  to any  director  or to any  member  of a
committee  of  directors  who submits a written  waiver of notice  signed by him
before or after the time  stated  therein.  Attendance  of any such  person at a
meeting  shall  constitute  a waiver of notice of such  meeting,  except when he
attends a meeting for the express purpose of objecting,  at the beginning of the
meeting,  to the transaction of any business because the meeting is not lawfully
called or convened.  Neither the business to be  transacted  at, nor the purpose
of, any regular or special  meeting of the  directors  need be  specified in any
written waiver of notice.

     -- QUORUM AND ACTION.  A majority of the whole  Board  shall  constitute  a
quorum,  except when a vacancy or vacancies prevents such majority,  whereupon a
majority of the  directors in office shall  constitute a quorum,  provided  that
such majority shall constitute at least one-third of the whole Board. A majority
of the  directors  present,  whether or not a quorum is  present,  may adjourn a
meeting to another  time and place.  Except as herein  otherwise  provided,  and
except as  otherwise  provided by the General  Corporation  Law, the vote of the
majority  of the  directors  present  at a meeting  at which a quorum is present
shall be the act of the Board.

     Any  member  or  members  of the  Board of  Directors  or of any  committee
designated by the Board,  may participate in a meeting of the Board, or any such
committee,  as the case may be,  by means of  conference  telephone  or  similar
communications  equipment  by means of which all  persons  participating  in the
meeting can hear each other.  Participation  in such a meeting shall  constitute
presence in person at the meeting.

     --  CHAIRMAN  OF THE MEETING  The  Chairman  of the Board,  if any,  and if
present and acting, shall preside at all meetings.  Otherwise, the Vice-Chairman
of the Board,  if any, and if present and acting,  or the President,  if present
and acting, or any other director chosen by the Board, shall preside.


     5. REMOVAL OF DIRECTORS. Except as may otherwise be provided by the General
Corporation  Law, any director or the entire Board of Directors  may be removed,
with or without  cause,  by the holders of a majority of the shares  entitled to
vote at an election of directors.


     6.  COMMITTEES.  The Board of  Directors  may,  by  resolution  passed by a
majority of the whole Board, designate one or more committees, each committee to
consist  of one or more of the  directors  of the  Corporation.  The  Board  may


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designate one or more directors as alternate  members of any committee,  who may
replace any absent or  disqualified  member at any meeting of the committee.  In
the  absence  or  disqualification  of any  member  of  any  such  committee  or
committees,  the  member or  members  thereof  present  at any  meeting  and not
disqualified  from voting,  whether or not he or they  constitute a quorum,  may
unanimously  appoint  another  member  of the Board of  Directors  to act at the
meeting  in the  place of any  such  absent  or  disqualified  member.  Any such
committee, to the extent provided in the resolution of the Board, shall have and
may  exercise  the  powers  and  authority  of the  Board  of  Directors  in the
management of the business and affairs of the Corporation  with the exception of
any  authority  the  delegation  of which is  prohibited  by Section  141 of the
General  Corporation  Law, and may authorize the seal of the  Corporation  to be
affixed to all papers which may require it.

     7.  WRITTEN  ACTION.  Any action  required or  permitted to be taken at any
meeting of the Board of Directors or any committee  thereof may be taken without
a meeting if all members of the Board or committee,  as the case may be, consent
thereto in writing,  and the  writing or writings  are filed with the minutes of
proceedings of the Board or committee.

                                   ARTICLE III

                                    OFFICERS

     The  officers  of the  Corporation  shall  consist of a  President,  a Vice
President,  a Secretary,  a Chief Financial  Officer,  and, if deemed necessary,
expedient,  or desirable by the Board of Directors,  a Chairman of the Board,  a
Vice-Chairman of the Board, an Executive Vice President,  one or more other Vice
Presidents, one or more Assistant Secretaries, and such other officers with such
titles  as  the  resolution  of the  Board  of  Directors  choosing  them  shall
designate. Except as may otherwise be provided in the resolution of the Board of
Directors  choosing him, no officer other than the Chairman or  Vice-Chairman of
the Board, if any, need be a director.  Any number of offices may be held by the
same person, as the directors may determine,  except that no person may hold the
offices of President and Secretary simultaneously.

                              CHAIRMAN OF THE BOARD

     If a Chairman of the Board be elected by the Directors, he shall preside at
all  meetings of  stockholders  and  directors  at which he shall be present and
shall have such other powers and duties as the Board may prescribe  from time to
time.

                                  THE PRESIDENT

     The President shall, in the absence of a Chairman of the Board,  preside at
all meetings of the stockholders and directors. The immediate supervision of the
affairs of the  Corporation  shall be vested in the  President.  It shall be his
duty  to  attend  to  the  business  of  the  Corporation  and  maintain  strict
supervision  over all of its affairs and  interests.  He shall keep the Board of


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Directors and Chairman of the Board,  if any, and Chief  Executive  Officer,  if
any,  fully  advised as to the affairs and  conditions of the  Corporation,  and
shall  manage and operate the  business  of the  Corporation  pursuant to and in
accordance  with such  policies  as may be  prescribed  from time to time by the
Board of Directors.  The President shall,  subject to the approval of the Board,
hire and fix the  compensation  of all employees  and agents of the  Corporation
(other than  officers  unless such power be  delegated  to the  President by the
Board of  Directors),  and any  persons  thus hired  shall be  removable  at his
pleasure.  Unless the Board of Directors by resolution shall otherwise  provide,
the President may delegate in writing such of his powers as he deems appropriate
to other officers, employees and agents of the Corporation.

                               THE VICE-PRESIDENT

     The  Vice-President  (or  Vice-Presidents,  in the order  designated by the
Board) shall, in the absence or disability of the President  perform such duties
as  shall  from  time to time be  imposed  upon him or them,  by the  Board,  or
delegated to him by the  President.  The Board may by resolution  supplement the
title of any Vice President in any manner.

                                  THE SECRETARY

     It shall be the duty of the Secretary to keep the record of the proceedings
of all  meetings of the  stockholders  and the Board of  Directors;  to keep the
stock  transfer  books  of the  Corporation;  to  notify  the  stockholders  and
directors of meetings as provided by these  Bylaws;  to have custody of the seal
of the Corporation;  to affix such seal to any instrument requiring the same; to
attest the  signature or certify the  incumbency  or signature of any officer of
the  Corporation;  and to perform such other duties as may be  prescribed by the
Chairman of the Board,  the President or the Board of  Directors.  Any Assistant
Secretary,  if elected,  shall  perform the duties of the  Secretary  during the
absence or  disability  of the  Secretary and shall perform such other duties as
may be prescribed by the Chairman of the Board, the President,  the Secretary or
the Board of Directors.

                           THE CHIEF FINANCIAL OFFICER

     The Chief Financial  Officer shall be the chief  accounting  officer of the
Corporation and shall see that the books of account and other accounting records
of the Corporation  are kept in proper form and  accurately.  He shall make such
reports as may be necessary to keep the Chairman of the Board, the President and
the Board of Directors  informed at all times as to the  financial  condition of
the Corporation, and shall perform such other duties as may be prescribed by the
Chairman of the Board,  the President or the Board of  Directors.  He shall also
perform  the  duties of the  Secretary  of the  Corporation  in the  absence  or
disability of the Secretary and any Assistant Secretary.

     Unless  otherwise  provided in the  resolution  choosing  him, each officer
shall be chosen for a term which shall  continue  until the meeting of the Board


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of Directors  following the next annual  meeting of  stockholders  and until his
successor shall have been chosen and qualified.

     All officers of the Corporation  shall have such authority and perform such
duties in the management and operation of the Corporation as shall be prescribed
in these Bylaws and in the resolutions of the Board of Directors designating and
choosing such officers and  prescribing  their  authority and duties,  and shall
have such additional authority and duties as are incident to their office except
to the extent that such resolutions may be inconsistent therewith. The Secretary
or an Assistant Secretary of the Corporation shall record all of the proceedings
of  all  meetings  and  actions  in  writing  of  stockholders,  directors,  and
committees  of  directors,  and shall  exercise  such  additional  authority and
perform such additional duties as the Board shall assign to him. Any officer may
be removed, with or without cause, by the Board of Directors. Any vacancy in any
office may be filled by the Board of Directors.

                                   ARTICLE IV

                                 CORPORATE SEAL

     The  corporate  seal shall be in such form as the Board of Directors  shall
prescribe.

                                    ARTICLE V

                                   FISCAL YEAR

     The fiscal year of the Corporation  shall be fixed, and shall be subject to
change, by the Board of Directors.

                                   ARTICLE VI

                               CONTROL OVER BYLAWS

     Subject to the  provisions  of the  certificate  of  incorporation  and the
provisions of the General  Corporation Law, the power to amend,  alter or repeal
these  Bylaws and to adopt new Bylaws may be exercised by the Board of Directors
or by the stockholders.

                                   ARTICLE VII

                                 INDEMNIFICATION

     The Corporation shall have the power to indemnify its officers,  directors,
employees  and agents to the  maximum  extent  permitted  by Section  145 of the
General Corporation Law under the circumstances set forth therein.



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<PAGE>

                                  ARTICLE VIII

           BYLAWS CONTROLLED BY CERTIFICATE OF INCORPORATION, STATUTES

     To the extent any provision of these Bylaws  conflicts with the Certificate
of  Incorporation  or the  General  Corporation  Law,  then the  Certificate  of
Incorporation or the General Corporation Law, as the case may be, shall control.

                                   ARTICLE IX

                                  MISCELLANEOUS

     1. FORM OF  RECORDS.  All  records  maintained  by the  Corporation  in the
regular  course of its business,  including its stock ledger,  books of account,
and minute  books,  may be kept on, or be in the form of, punch cards,  magnetic
tape,  photographs,  microphotographs,  or any other information storage device,
provided  that the records so kept can be converted  into  clearly  legible form
within a reasonable  time. The Corporation  shall so convert any records so kept
upon the request of any person entitled to inspect the same.

     2.  AMENDMENT OF BYLAWS.  These Bylaws may be amended or repealed,  and new
Bylaws made by the Board of  Directors.  The  stockholders  may make  additional
Bylaws and amend and repeal any Bylaws whether adopted by them or otherwise.


     I hereby certify that the foregoing is a full, true and correct copy of the
Bylaws of CareCentric, Inc., as in effect on the 25th day of October 2002.


                                      /s/ John R. Festa
                                      ----------------------------------
                                      John R. Festa
                                      President



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