SECURED CONVERTIBLE CREDIT FACILITY
                             AND SECURITY AGREEMENT

                                 BY AND BETWEEN


                         SIMIONE CENTRAL HOLDINGS, INC.,

                         SIMIONE CENTRAL NATIONAL, LLC,

                        SIMIONE CENTRAL CONSULTING, INC.,

                                       AND

                                  JOHN E. REED


                            DATED AS OF JUNE 12, 2000


                            -------------------------

                                   $6,000,000

<PAGE>


                                TABLE OF CONTENTS

                                                                        PAGE

ARTICLE 1 DEFINITIONS......................................................1

ARTICLE 2 CREDIT FACILITY..................................................7
   2.1        Credit Facility..............................................7
   2.2        Procedure for Loans..........................................7
   2.3        Interest.....................................................7
   2.4        Payments.....................................................8
   2.5        Conversion Right.............................................9

ARTICLE 3 CONDITIONS PRECEDENT.............................................9
   3.1        Initial Loan.................................................9
   3.2        Subsequent Loans............................................10

ARTICLE 4 [INTENTIONALLY OMITTED].........................................10

ARTICLE 5 COVENANTS.......................................................10
   5.1        Accounting Records; Financial Statements....................10
   5.2        Corporate Existence.........................................11
   5.3        Qualification to Do Business................................11
   5.4        Compliance with Laws........................................11
   5.5        Taxes and Other Liabilities.................................11
   5.6        Insurance...................................................11
   5.7        Payment of Indebtedness and Performance of Obligations......11
   5.8        Use of Proceeds.............................................11
   5.9        Maintenance of Property.....................................12
   5.10       Conduct of Business.........................................12
   5.11       Authorizations..............................................12
   5.12       Notification of Events of Default and Adverse Developments..12
   5.13       Further Assurances..........................................12
   5.14       Borrower Security Agreement.................................13
   5.15       Further Identification of Collateral........................13

ARTICLE 6 NEGATIVE COVENANTS..............................................13
   6.1        Indebtedness................................................13
   6.2        Liens.......................................................13
   6.3        Merger or Acquisition.......................................13
   6.4        Sale and Exchange of Assets.................................14
   6.5        Contingent Liabilities......................................14
   6.6        Investments, Loans, Etc.....................................14
   6.7        Fundamental Business Changes................................14
   6.8        Restricted Payments.........................................14

<PAGE>

   6.9        Transactions with Shareholders and Affiliates...............15
   6.10       Changes Relating to Indebtedness............................15

ARTICLE 7 EVENTS OF DEFAULT...............................................15
   7.1        Events of Default...........................................15
   7.2        Termination of Obligations and Acceleration.................16
   7.3        Other Remedies..............................................17
   7.4        Application of Proceeds.....................................18

ARTICLE 8 SECURITY INTEREST...............................................18
   8.1        Grant of Security Interest..................................18
   8.2        Affirmative Covenants of Borrower...........................18
   8.3        Negative Covenants of Borrower..............................19
   8.4        Insurance...................................................19
   8.5        Perfection..................................................20
   8.6        Expenses....................................................20
   8.7        Waivers.....................................................20
   8.8        Termination of Security Interests; Release of Collateral....20
   8.9        Cumulative Rights...........................................20

ARTICLE 9 CONVERSION......................................................20
   9.1        Shares to be Issued.........................................20
   9.2        Mechanics of Conversion.....................................21
   9.3        Adjustments to Conversion Price for Certain Diluting Issuanc21

ARTICLE 10 REGISTRATION RIGHTS............................................24
   10.1       Registration Rights.........................................24
   10.2       Definitions.................................................25
   10.3       Request for Registration....................................25
   10.4        SCHI Registration..........................................26
   10.5       Obligations of SCHI.........................................26
   10.6       Expenses....................................................28
   10.7       Indemnification.............................................28
   10.8       Information by the Lender...................................30
   10.9       SEC Rule 144 Reporting and Reports Under Securities Exchange30
   10.10      Transfer or Assignment of Registration Rights...............31
   10.11      Priority and Limitation on Subsequent Registration Rights...31
   10.12      Suspension of Registration Rights...........................32

ARTICLE 11 MISCELLANEOUS..................................................32
   11.1       Successors and Assigns......................................32
   11.2       Sale of Interests...........................................32
   11.3       Lost Promissory Note........................................33
   11.4       No Implied Waiver...........................................33
   11.5       Amendments; Waivers.........................................33

<PAGE>

   11.6       Severability................................................33
   11.7       Notices.....................................................33
   11.8       Interpretation..............................................34
   11.9       No Right of Set Off.........................................34
   11.10      Attorneys' Fees and Other Expenses..........................34
   11.11      Governing Law...............................................35
   11.12      WAIVER OF JURY TRIAL........................................35
   11.13      Indemnification.............................................35
   11.14      PROTECTION OF LENDER'S INTEREST AS LENDER...................36
   11.15      Counterparts................................................36
   11.16      Headings and Sections.......................................37
   11.17      Joint and Several Liability.................................37

EXHIBITS

Exhibit A - Promissory Note
Exhibit B - Form 10Q of SCHI

SCHEDULES

Schedule 5.14 - Liens
Schedule 6.1 - Indebtedness to Wainwright Bank
Schedule 6.9 - Transactions with Affiliates
Schedule 8.2 - Location of Collateral


<PAGE>



                       SECURED CONVERTIBLE CREDIT FACILITY
                             AND SECURITY AGREEMENT

     THIS SECURED  CONVERTIBLE  CREDIT  FACILITY AND  SECURITY  AGREEMENT  (this
"Agreement"),  dated June 12,  2000,  is made and  entered  into by and  between
Simione  Central  Holdings,   Inc.   ("SCHI"),   Simione  Central  National  LLC
("SCHLLC"),  and Simione Central  Consulting,  Inc. ("SCCI") (SCHI,  SCHLLC, and
SCCI are collectively  referred to hereinafter as "Borrower"),  and John E. Reed
("Lender").

                                   WITNESSETH:

     WHEREAS,  Lender  has agreed to  provide a credit  facility  for up to five
years in a maximum  aggregate  principal  amount  of six  million  dollars  (the
"Facility") to Borrower to fund working capital needs of Borrower; and

     WHEREAS,  Lender shall have the option at any time prior to payment in full
to convert the Facility, in whole or in part, to common stock of SCHI;

     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:

                              ARTICLE 1DEFINITIONS

     In addition to any terms defined elsewhere in this Agreement, the following
terms  have  the  meanings  indicated  for  purposes  of  this  Agreement  (such
definitions  being  equally  applicable  to the singular and plural forms of the
defined term):

     "Acceleration"  means  that the  Loans  (i) shall not have been paid at the
Maturity  Date,  or (ii) shall have become due and payable prior to the Maturity
Date pursuant to Section 7.2.

     "Account"  means  all  "accounts"  (as  defined  in the UCC)  now  owned or
hereafter created or acquired by Borrower including,  without limitation, all of
the  following  now owned or  hereafter  created or  acquired by  Borrower:  (a)
accounts  receivable,  contract  rights,  book  debts,  notes,  drafts and other
obligations or indebtedness  owing to Borrower  arising from the sale,  lease or
exchange of goods or other  property  and/or the  performance  of services;  (b)
Borrower's  rights in, to and under all purchase  orders for goods,  services or
other property;  (c) Borrower's rights to any goods,  services or other property
represented by any of the foregoing (including returned or repossessed goods and
unpaid  seller's  rights of  rescission,  replevin,  reclamation  and  rights to
stoppage in transit);  (d) monies due to or to become due to Borrower  under all
contracts for the sale,  lease or exchange of goods or other property and/or the
performance  of  Borrower);  and (e)  Proceeds of any of the  foregoing  and all
collateral  security and guaranties of any kind given by any person with respect
to any of the foregoing.



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<PAGE>

     "Accountants"  shall  mean  the  Borrower's   independent  accounting  firm
selected by the Borrower's board of directors.

     "Affiliate"  means,  with  respect to any  Person,  any Person  directly or
indirectly controlling,  controlled by or under common control with such Person;
provided, however, that neither party to this Agreement shall be deemed to be an
Affiliate of the other party.

     "Agreement"  or "Loan  Agreement"  means this  Secured  Convertible  Credit
Facility and Security Agreement, as amended from time to time.

     "Assigned Agreements" means all significant agreements of Borrower.

     "Borrowing Date" shall have the meaning set forth in Section 2.2 hereof.

     "Business" shall refer to the healthcare information systems and consulting
services operations of Borrower.

     "Business  Day"  means a day when  Lender  and  Borrower  are both open for
business.

     "Chattel  Paper" means a writing or writings which evidence both a monetary
obligation and a security interest in or a lease of specific goods.

     "Closing Date" means the first Borrowing Date.

     "Collateral"  refers to the  following:  (i) all of  Borrower's  Inventory,
Equipment and Fixtures now owned or hereafter  acquired;  (ii) all of Borrower's
Documents  of Title now owned or  hereafter  acquired;  (iii) all of  Borrower's
Accounts now  existing or hereafter  arising;  (iv) all of  Borrower's  Contract
Rights  now  existing  or  hereafter  arising;  (v)  all of  Borrower's  General
Intangibles,  Chattel Paper and Instruments,  now existing or hereafter acquired
or arising;  (vi) all  suretyships  and  guarantees of  Borrower's  existing and
future  Accounts,  Contract Rights and General  Intangibles and all security for
the payment or satisfaction of such suretyships and guarantees;  (vii) the goods
or the  services  the sale or lease or  performance  of which  gave  rise to any
Account, Contract Right or General Intangible of Borrower including any returned
goods; (viii) any balance or share belonging to Borrower of any deposit,  agency
or other  account  with any bank and any other  amounts  which may be owing from
time to time by any bank to Borrower; (ix) all property of any nature whatsoever
of Borrower now or hereafter in the possession of or assigned or hypothecated to
the Lender for any  purpose;  and (x) all  Products  and  Proceeds of all of the
foregoing, including all Proceeds of other Proceeds.

     "Common  Stock" means the common  stock,  par value of $.001 per share,  of
SCHI.

     "Contract  Right" means any right to payment  under a contract  (including,
but not  limited  to,  contracts  for the  sale or  leasing  of goods or for the
rendering of services)  not yet earned by  performance  and not  evidenced by an
Instrument or Chattel Paper.

     "Contingent  Obligation,"  as  applied to any  Person,  means any direct or


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<PAGE>

indirect liability, contingent or otherwise, of that Person: (a) with respect to
any indebtedness,  lease,  dividend or other obligation of another Person if the
primary purpose or intent of the Person incurring such liability, or the primary
effect  thereof,  is to provide  assurance to the obligee of such liability that
such  liability  will be paid or  discharged,  or that any  agreements  relating
hereto will be complied  with,  or that the  holders of such  liability  will be
protected  (in whole or in part)  against  loss with respect  thereto;  (b) with
respect to any letter of credit  issued for the  account of that Person or as to
which that Person is otherwise  liable for  reimbursement  of  drawings;  or (c)
under any foreign exchange contract, currency swap agreement, interest rate swap
or cap agreement or other similar  agreement or arrangement  designed to protect
that  Person  against   fluctuations  in  currency  values  or  interest  rates.
Contingent  Obligations  shall include,  without  limitation,  (i) the direct or
indirect guaranty,  endorsement (otherwise than for collection or deposit in the
ordinary course of business), co-making,  discounting with recourse or sale with
recourse by such person of the  obligation  of another,  (ii) the  obligation to
make take-or-pay or similar payments if required regardless of nonperformance by
any other  party or parties to an  agreement,  and (iii) any  liability  of such
Person for the  obligations  of  another  through  any  agreement  to  purchase,
repurchase  or  otherwise  acquire  such  obligation,  to provide  funds for the
payment or discharge of such  obligation or to maintain the solvency,  financial
condition or any balance sheet item or level of income of another. The amount of
any  Contingent  Obligation  shall be equal to the amount of the  obligation  so
guarantied or otherwise  supported  or, if a fixed and  determined  amount,  the
maximum amount so guarantied.

     "Copyright  License"  means  any  written  agreement  now or  hereafter  in
existence granting to Borrower any right to use any Copyright.

     "Copyrights" means  collectively all of the following:  (a) all copyrights,
rights and  interests  in  copyrights,  copyright  registrations  and  copyright
applications  now owned or hereafter  created or acquired by  Borrower;  (b) all
renewals  of any of the  foregoing;  (c)  all  income,  royalties,  damages  and
payments  now or  hereafter  due  and/or  payable  under  any of the  foregoing,
including,   without  limitation,   damages  or  payments  for  past  or  future
infringements  of any of the foregoing;  (d) the right to sue for past,  present
and  future  infringements  of  any  of  the  foregoing;   and  (e)  all  rights
corresponding to any of the foregoing throughout the world.

     "Document of Title" means a bill of lading,  dock  warrant,  dock  receipt,
warehouse  receipt  or order  for the  delivery  of  goods,  and also any  other
document  which in the regular  course of business  or  financing  is treated as
adequately  evidencing  that the  Person  in  possession  of it is  entitled  to
receive, hold and dispose of the document and the goods it covers.

     "Equipment"  means all  "equipment"  (as  defined  in the UCC) now owned or
hereafter acquired by Borrower  including,  without  limitation,  all machinery,
computers,  computer  equipment,  motor  vehicles,  trucks,  trailers,  vessels,
aircraft  and  rolling  stock  and  all  parts  thereof  and all  additions  and
accessions thereto and replacements therefor.

     "Event of Default" shall have the meaning set forth in Article 7 hereof.

     "Financing Statements" shall mean the form of financing statements as shall
be necessary to perfect,  upon filing, a security  interest in the Collateral in


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<PAGE>

each  jurisdiction  in which such  Collateral is located or in which a filing is
required under the UCC to perfect such security interest.

     "Fixtures"  means all of the following  now owned or hereafter  acquired by
Borrower:  plant fixtures;  business fixtures; other fixtures and storage office
facilities,  wherever  located;  and all  additions and  accessions  thereto and
replacements therefor.

     "GAAP" means  generally  accepted  accounting  principles  set forth in the
opinions and pronouncements of the Accounting  Principles Board and the American
Institute of Certified Public  Accountants and statements and  pronouncements of
the Financial  Accounting  Standards  Board or in such other  statements by such
other  entity as may be  approved  by a  significant  segment of the  accounting
profession,  which  are  applicable  to  the  circumstances  as of the  date  of
determination.

     "General  Intangibles"  means all "general  intangibles" (as defined in the
UCC) now owned or hereafter acquired by Borrower including,  without limitation,
all right, title and interest of Borrower in and to: (a) the Assigned Agreements
and all other agreements, leases, licenses and contracts to which Borrower is or
may become a party; (b) all obligations or indebtedness owing to Borrower (other
than  accounts)  from  whatever  source  arising;  (c) all tax refunds;  (d) all
Intellectual  Property;  and (e) all trade  secrets,  know-how  and  common  law
intellectual property rights including,  without limitation,  rights in computer
software  developed  by or  for  Borrower  and  other  confidential  information
relating to the business of the Borrower  including by way of  illustration  and
not  limitation:  the names and  addresses  of, and  credit  and other  business
information concerning, Borrower's past, present or future customers; the prices
that  Borrower  obtains  for its  services  or at which  it  sells  merchandise;
estimating  and  costs  procedures;  profit  margins;  policies  and  procedures
pertaining to the sale and design of equipment, components, devices and services
furnished  by  Borrower;   information  concerning  suppliers  of  Borrower  and
information  concerning  the  manner  of  operation,  business  plans,  pledges,
projections,  and all other information of any kind or character, whether or not
reduced to writing,  with respect to the conduct by Borrower of its business not
generally known by the public.

     "Governmental  Authority"  means  any  nation  or  government,  any  state,
province  or  other  political  subdivision  thereof  or any  entity  exercising
executive,  legislative,  judicial, regulatory or administrative functions of or
pertaining to government.

     "Governmental  Requirements"  means all legal  requirements  in effect from
time to time including all laws,  statutes,  codes,  acts,  ordinances,  orders,
judgments,   decrees,  injunctions,   rules,  regulations,   permits,  licenses,
authorizations,  certificates,  orders, franchises,  determinations,  approvals,
consents,   notices,   demand  letters,   directions  and  requirements  of  all
governments,  departments,  commissions, boards, courts, authorities,  agencies,
officials and officers,  and all instruments of record,  foreseen or unforeseen,
ordinary or extraordinary, including, but not limited to, any change in any law,
regulation or the interpretation thereof by any foreign or domestic governmental
or other authority (whether or not having the force of law),  relating now or at
any time heretofore or hereafter to the business or operations of Borrower or to
any of the  property  owned,  leased  or used by  Borrower,  including,  without
limitation,  the  development,  design,  construction,   acquisition,  start-up,
ownership and operation and maintenance of property.



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<PAGE>

     "Incipient Default" shall have the meaning set forth in Section 3.1(e).

     "Indebtedness"  of  any  Person  means  all  liabilities,  obligations  and
reserves, contingent or otherwise of such Person.

     "Instrument"  means a  negotiable  instrument  or a  security  or any other
writing  which  evidences  a right to the  payment  of money and is not itself a
security  agreement  or lease and is of a type  which is in  ordinary  course of
business transferred by delivery with any necessary endorsement or assignment.

     "Intellectual  Property"  shall  mean  collectively  all of the  following:
Copyrights,   Copyright  Licenses,  Patents,  Patent  Licenses,  Trademarks  and
Trademark Licenses.

     "Inventory"  means  all  "goods"  (as  defined  in the  UCC)  now  owned or
hereafter  acquired  and held by Borrower  for sale or lease or to be  furnished
under  contracts of service,  tangible  personal  property which Borrower has so
leased or furnished,  including, without limitation, tangible personal property,
raw  materials,  work in process  and  materials  used,  produced or consumed in
Borrower's business, and shall include tangible personal property held by others
for sale on  consignment  from  Borrower,  tangible  personal  property  sold by
Borrower  on a sale or return  basis,  tangible  personal  property  returned to
Borrower by the  purchaser  following a sale  thereof by Borrower  and  tangible
personal property represented by Documents of Title. All equipment,  accessories
and  parts at any time  attached  or  added  to  items of  Inventory  or used in
connection therewith shall be deemed to be part of the Inventory.

     "Liens" shall mean any lien, mortgage,  pledge, security interest charge or
encumbrance of any kind (including any conditional sale or other title retention
agreement,  any  lease  in the  nature  thereof  and any  agreement  to give any
security interest).

     "Loans" shall have the meaning set forth in Section 2.1 hereof.

     "Material  Adverse  Effect"  means a  material  adverse  effect  on (i) the
business,  assets,  operations  or financial  condition  of  Borrower,  (ii) the
ability of Borrower to pay the  Obligations in accordance  with their terms,  or
(iii)  Lender's  perfected  first priority lien on the Collateral (as defined in
this Agreement) or the value of such Collateral.

     "Maturity"  means any date on which the Loans or any portion thereof become
due and  payable,  whether as stated or by virtue of  mandatory  prepayment,  by
Acceleration or otherwise.

     "Maturity  Date" means the date which is the fifth  anniversary of the date
of this Agreement.

     "Note"  means the  promissory  note  executed  by  Borrower  in the form of
Exhibit A hereto.

     "Obligations" means all loans, advances, debts,  liabilities,  obligations,


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<PAGE>

covenants and duties owing to Lender by Borrower, of any kind or nature, present
or future,  whether or not evidenced by any note,  guaranty or other instrument,
arising  under  this  Agreement  or the Note,  and all  extensions,  amendments,
modifications, restructurings and refinancings of any of the above.

     "Patent License" means any written  agreement now or hereafter in existence
granting to Borrower any right to use any invention on which a subsisting Patent
exists.

     "Patents"  means  collectively  all of the  following:  (a) all patents and
patent  applications now owned or hereafter  created or acquired by Borrower and
the inventions and improvements  described and claimed  therein,  and patentable
inventions; (b) the reissues, divisions, continuations, renewals, extensions and
continuations-in-part  of any of  the  foregoing;  (c)  all  income,  royalties,
damages  or  payments  now and  hereafter  due and/or  payable  under any of the
foregoing  or  with  respect  to  any  of  the  foregoing,   including,  without
limitation,  damages or payments for past of future  infringements of any of the
foregoing;  (d) the right to sue for past,  present and future  infringements of
any of the foregoing;  and (e) all rights  corresponding to any of the foregoing
throughout the world.

     "Person" means any individual, corporation, partnership, trust, association
or  other  entity  or   organization,   including  any   government,   political
subdivision, agency or instrumentality thereof.

     "Proceeds"  means all  proceeds  of,  and all  other  profits,  rentals  or
receipts, in whatever form, arising from the collection,  sale, lease, exchange,
assignment,  licensing  or  other  disposition  of,  or  realization  upon,  any
Collateral including,  without limitation,  all claims of Borrower against third
parties for loss of, damage to or  destruction  of, or for proceeds  payable for
loss of, damage to or destruction of, or for proceeds payable under, or unearned
premiums with respect to,  policies of insurance with respect to any Collateral,
and any condemnation or requisition payments with respect to any Collateral,  in
each case whether now existing or hereafter arising.

     "Restricted  Payment"  shall  have the  meaning  set forth in  Section  6.8
hereof.

     "Trademark" means  collectively all of the following now owned or hereafter
created or acquired by Borrower:  (a) all  trademarks,  trade  names,  corporate
names, company names,  business names,  fictitious business names, trade styles,
service marks, logos, other business identifiers, prints and labels on which any
of the  foregoing  have appeared or appear,  all  registrations  and  recordings
thereof, and all applications in connection  therewith including  registrations,
recordings and  applications in the United States Patent and Trademark Office or
in any similar office or agency of the United  States,  any State thereof or any
other country or any political subdivision thereof; (b) all reissues, extensions
or renewals thereof; (c) all income,  payable under any of the foregoing or with
respect to any of the foregoing including damages or payments for past or future
infringements  of any of the foregoing;  (d) the right to sue for past,  present
and future  infringements of any of the foregoing;  (e) all rights corresponding
to any of the foregoing  throughout the world;  and (f) all goodwill  associated
with or symbolized by any of the foregoing.



                                       6
<PAGE>

     "Trademark  License"  means  any  written  agreement  now or  hereafter  in
existence granting to Borrower any right to use any Trademark.

     "UCC" means the Uniform  Commercial Code as in effect on the date hereof in
the State of Delaware,  as amended from time to time, and any successor statute;
provided that if by reason of mandatory provisions of law, the perfection or the
effect  of  perfection  or  non-perfection  of  the  security  interest  in  any
Collateral  is governed  by the Uniform  Commercial  Code,  or other  applicable
statute, law or provision relating to the perfection or the effect of perfection
or  non-perfection of any such security  interest,  as in effect on or after the
date hereof in any other  jurisdiction,  "UCC" means the Uniform Commercial Code
or such other statute,  law or provision as in effect in such other jurisdiction
for purposes of the provision  hereof  relating to such perfection or the effect
of perfection or non-perfection.

     Any  accounting  term not defined herein shall have the meaning given to it
under GAAP. Any other capitalized term not defined herein shall have the meaning
given to it in the Series D Convertible  Preferred  Stock Purchase  Agreement of
even date herewith (the "Stock Purchase Agreement").

                                    ARTICLE 2
                                CREDIT FACILITY

     2.1 Credit Facility.  Subject to the terms and conditions of this Agreement
and in reliance on the  representations  and  warranties  of Borrower  set forth
herein,  Lender agrees to make loans (the "Loans") to Borrower from time to time
prior to the Maturity Date in an aggregate  principal amount (excluding  accrued
interest  added to  principal  as provided in 2.3(b)) not to exceed  $6,000,000.
Borrower's obligation to repay the Loans shall be evidenced by a promissory note
of Borrower (the "Note") in the form attached hereto as Exhibit A.

     2.2  Procedure  for  Loans.  With  respect  to Loans to be made by  Lender,
Borrower may borrow  pursuant to this  Article 2 by giving  Lender not less than
ten Business Days' written  notice of its request for a Loan,  which shall be in
an  increment of  $500,000.  Such notice shall  specify the date of the proposed
borrowing (the  "Borrowing  Date") and the particular  working capital use(s) of
the  proceeds  of such  Loan,  and shall  include a  written  resolution  of the
Executive  Committee of the Board of Directors of SCHI  authorizing the proposed
borrowing.  Upon  satisfaction  of the conditions set forth in Article 3 hereof,
Lender shall disburse to Borrower the Loan requested in such notice.

     2.3 Interest.

          (a)  Interest.  Each  Loan  shall  bear  interest  from  the  date  of
disbursement  on the unpaid  principal  amount thereof until such amount is paid
(whether upon Maturity,  by Acceleration or otherwise) at a rate per annum equal
to nine percent (9%).  Interest will be compounded  quarterly at the end of each
calendar quarter.

          (b) Computation of Interest.  Interest shall accrue daily and shall be
computed for the actual number of days elapsed on the basis of a year consisting
of 360 days.



                                       7
<PAGE>

          (c) Post-Maturity Interest. After Maturity (whether by acceleration or
otherwise) of the Loans, the Loans shall bear interest,  payable on demand, at a
rate per annum equal to twelve percent (12%).

          (d) Maximum  Interest Rate.  Nothing in this  Agreement  shall require
Borrower to pay interest at a rate  exceeding  the maximum  amount  permitted by
applicable  law to be charged by Lender (the "Maximum  Rate").  If the amount of
interest  payable  for  the  account  of  Lender  on any day in  respect  of the
immediately  preceding interest  computation  period,  computed pursuant to this
Article 2, would exceed the Maximum Rate, the amount of interest payable for its
account on such  interest  payment  date shall  automatically  be reduced to the
Maximum Rate.

     2.4 Payments.

          (a) Payments of Loans. At the end of each calendar quarter  (beginning
on June 30, 2000)  Borrower  shall pay all interest  accrued with respect to the
preceding  calendar quarter (or, in the case of the first payment,  the relevant
portion thereof).  On the Maturity Date,  Borrower shall pay (i) all accrued and
unpaid interest on the Loans and (ii) the unpaid principal on the Loans.

          (b)  Additional  Payments.  In addition to any payments  under Section
2.4(a), Borrower shall immediately notify Lender of the occurrence of any of the
following  events and, if demanded by Lender,  Borrower shall,  within three (3)
Business  days of such demand make the  following  payments  with respect to the
Loans:

               (i) upon the sale, transfer, or other disposition of any asset of
the  Borrower or any of its  subsidiaries  with a value in excess of one million
dollars ($1,000,000) (other than the sale of inventory in the ordinary course of
business),  a  payment  in an  amount  equal to fifty  percent  (50%) of the net
proceeds received from such sale, transfer, or other disposition;

               (ii) upon the sale of any equity securities issued by Borrower or
any of its subsidiaries  (other than equity securities issued to the Borrower or
any of its subsidiaries or issued in the ordinary course of business pursuant to
an employee  benefit plan), a payment in an amount equal to twenty-five  percent
(25%) of the net proceeds received in exchange for such equity securities; and

               (iii) upon  issuance by Borrower  or any of its  subsidiaries  of
long-term debt securities (i.e.,  securities with a maturity date of one year or
more from issuance) in the public or private capital  markets,  or incurrence by
Borrower  or any of its  subsidiaries  of  indebtedness  under  one or more bank
facilities (other than the Facility) in an aggregate  principal amount in excess
of one million dollars ($1,000,000), a payment in an amount equal to twenty-five
percent (25%) of the principal amount.

     Notwithstanding the foregoing requirements of this Section 2.4(b), Borrower


                                       8
<PAGE>

shall not be  required  to make any  payment  under this  Section  2.4(b) to the
extent  that such  payment is  prohibited  by the terms of any debt of  Borrower
senior to the Loans,  as listed on  Schedule  6.1  hereto.  To the  extent  that
consent of the  creditor  with  respect to any such  senior  debt is required in
order to make any  payment  under  this  Section  2.4(b),  Borrower  shall  make
commercially reasonable efforts to obtain such consent.

          (c)  Payments.  All  payments of interest  and  principal  shall be in
United States dollars and  immediately  available funds to Lender at its address
for notices in this Agreement and shall be made prior to 1:00 P.M.  Eastern Time
on the date of the  payment.  All  payments  received  after  such time shall be
credited  the next  succeeding  Business  Day, and  interest  shall  continue to
accrue.

     2.5 Conversion Right. Lender may at any time at its option convert all or a
portion of the unpaid  interest  and  principal on the Loans into fully paid and
nonassessable  shares of  Common  Stock of SCHI.  The  price at which  shares of
Common  Stock shall be  delivered to Lender (the  "Conversion  Price")  shall be
determined in accordance with Article 9 of this Agreement. The conversion of all
or any portion of a Loan shall,  upon the issuance of certificates  representing
the shares of capital stock  issuable upon such  conversion,  represent the full
payment and satisfaction of that portion of the Loan which has been converted.

                                    ARTICLE 3
                              CONDITIONS PRECEDENT

     3.1  Initial  Loan.  The  obligation  of  Lender to make the  initial  Loan
hereunder shall be subject to satisfaction or waiver of the following conditions
precedent:

          (a) Lender shall have received the Note, duly executed by Borrower;

          (b) Lender shall have received a certificate,  signed by an authorized
representative of Borrower,  stating (i) that the representations and warranties
contained in the Stock Purchase  Agreement are true and accurate in all material
respects as though made on and as of the Borrowing Date, and (ii) that there has
then occurred no Event of Default or Incipient Default which is continuing;

          (c) Lender shall have received the Financing Statements, duly executed
by Borrower;

          (d) Lender shall have received such other  instruments or documents as
Lender may  reasonably  request  relating to the  existence and good standing of
Borrower and the  authority  for  execution,  delivery and  performance  of this
Agreement  and the  granting  and/or  perfection  of  security  interest  in the
Collateral as contemplated herein;

          (e) no Event of Default or event which,  upon the lapse of time or the
giving of notice or both,  would  constitute an Event of Default (an  "Incipient
Default") shall exist on the Borrowing Date;



                                       9
<PAGE>

          (f) the  representations  and  warranties of Borrower set forth in the
Stock Purchase  Agreement shall be true and correct in all material  respects as
of the Borrowing Date;

          (g) the net worth (assets less  liabilities,  calculated in accordance
with GAAP  consistently  applied)  of SCHI shall not have  declined by more than
twenty percent (20%) since the date of this Agreement;

          (h) Lender shall have received the notice of borrowing  referred to in
Section 2.2 with such certifications as may reasonably be requested by Lender;

          (i) Lender  shall have  received an opinion of  Borrower's  counsel in
form and substance satisfactory to Lender.

     3.2 Subsequent  Loans. The obligation of Lender to make any subsequent Loan
shall be subject to satisfaction  or waiver of the same conditions  precedent as
are set forth in Section 3.1, except that the conditions  precedent set forth in
subsections  3.1(b)(i),  (f) and (i), if satisfied or waived with respect to the
initial Loan, shall no longer apply.

                                    ARTICLE 4
                            [INTENTIONALLY OMITTED]

                                    ARTICLE 5
                                   COVENANTS

     Unless Lender shall agree in writing otherwise,  Borrower shall comply with
the following  provisions  so long as any Loan is  outstanding:

     5.1  Accounting  Records;  Financial  Statements.  Borrower  shall maintain
adequate  books and  accounts  in  accordance  with GAAP  consistently  applied.
Borrower shall deliver to Lender any  information  regarding the Business or the
finances  of  Borrower  as Lender  may  reasonably  request.  On or  before  the
ninetieth  (90th) day after the end of Borrower's  fiscal year,  Borrower  shall
deliver to Lender  annual  audited  financial  statements,  to include a balance
sheet,  an income  statement,  and a  statement  of cash  flows.

     5.2 Corporate Existence. Borrower shall preserve and maintain its corporate
existence in good standing in the  jurisdiction  of its formation and all of its
licenses,  privileges and franchises and other rights  necessary or desirable in
the ordinary course of its businesses,  except to the extent that the failure to
do so  would  not  have a  Material  Adverse  Effect.

     5.3 Qualification to Do Business. Borrower shall qualify to do business and
shall be and remain in good standing in each jurisdiction in which the nature of
its  business  requires  it to be so  qualified,  except to the extent  that the
failure  to be so  qualified  and in good  standing  would  not have a  Material
Adverse Effect.

     5.4 Compliance with Laws.  Borrower will observe and comply in all material


                                       10
<PAGE>

respects  with all laws,  ordinances,  orders,  judgments,  rules,  regulations,
certifications,  franchises,  permits, licenses,  directions and requirements of
all  Governmental  Authorities,  which now or at any time may be  applicable  to
Borrower,  a violation of which could be reasonably  expected to have a Material
Adverse Effect.

     5.5 Taxes and Other  Liabilities.  Borrower will pay and discharge prior to
the  date  on  which  penalties  attach  thereto  all  taxes,   assessments  and
governmental charges,  license fees and levies upon or with respect to Borrower,
and upon the income, profits and property of Borrower,  unless and to the extent
that  such  taxes,  assessments,  charges,  license  fees and  levies  are being
contested in good faith and by appropriate  proceedings  diligently conducted by
Borrower,  and provided that such reserve or other appropriate provisions as are
required in accordance  with GAAP will have been made  therefor.

     5.6 Insurance.  Borrower will maintain  insurance  with insurance  carriers
which  Borrower  reasonably  believes are  financially  sound on such  property,
against such risks, and in such amounts as is customarily  maintained by similar
businesses, and file with Lender within five days after Lender's written request
therefor a detailed list of such insurance then in effect,  stating the names of
the  carriers,  the policy  numbers,  the  insureds  thereunder,  the amounts of
insurance,  the dates of  expiration  thereof and the property and risks covered
thereby.

     5.7 Payment of Indebtedness  and Performance of Obligations.  Borrower will
pay and discharge promptly all lawful  Indebtedness,  obligations and claims for
labor,  materials and supplies or otherwise  which, if unpaid,  could (i) have a
Material  Adverse  Effect  or (ii)  become  a Lien on its  property  (except  as
otherwise  permitted by this  Agreement),  provided  that  Borrower  will not be
required  to pay and  discharge  or  cause to be paid  and  discharged  any such
Indebtedness,  obligation  or claim  so long as the  validity  thereof  is being
contested in good faith and by appropriate  proceedings  diligently conducted by
Borrower,  and that such reserve or other appropriate provisions as are required
by the Accountants in accordance with GAAP will have been made therefor.

     5.8 Use of  Proceeds.  The  proceeds  of the  Loans  shall be used only for
working capital for the Business.

     5.9 Maintenance of Property. Borrower shall (i) maintain, keep and preserve
all of its properties in good repair,  working order and  condition,  reasonable
wear and tear  excepted,  and from time to time make all  necessary  and  proper
repairs,  renewals,  replacement and  improvements  thereto,  and (ii) maintain,
preserve  and  protect  all  franchises,   licenses,   copyrights,  patents  and
trademarks  material  to its  Business,  so  that  the  Business  carried  on in
connection therewith may be properly and advantageously  conducted at all times.

     5.10 Conduct of Business.  Borrower shall (i) engage in the Business as its
principal business,  (ii) preserve,  renew and keep in full force and effect all
of its material  contracts,  except where it is in  Borrower's  best interest to
terminate or modify any such contract, and (iii) comply in all material respects
with the terms of all instruments which evidence,  secure or govern indebtedness
of Borrower and all Governmental  Requirements.



                                       11
<PAGE>

     5.11 Authorizations. Borrower shall obtain, make and keep in full force and
effect all authorizations  from and registrations with Governmental  Authorities
that may be required for the validity and enforceability of this Agreement,  the
Note, and the documents and instruments executed in connection therewith against
Borrower.

     5.12 Notification of Events of Default and Adverse  Developments.  Borrower
shall promptly  notify Lender of the occurrence of (i) any Incipient  Default or
Event of Default hereunder;  (ii) any event, development or circumstance whereby
any financial  statements most recently furnished to Lender fail in any material
respect to present fairly, in accordance with GAAP, the financial  condition and
operating results of Borrower as of the date of such financial statements; (iii)
any material litigation or proceedings that are instituted or threatened (to the
knowledge of Borrower) against Borrower,  or any of its respective assets;  (iv)
each and every  event which would be an Event of Default (or an event which with
the  giving  of notice  or lapse of time or both  would be an Event of  Default)
under any  Indebtedness  of  Borrower  exceeding  one hundred  thousand  dollars
($100,000),  such  notice to include the names and  addresses  of the holders of
such  indebtedness and the amount thereof;  and (v) any other development in the
business  or affairs of Borrower if the effect  thereof  involves a  significant
risk of a Material  Adverse  Effect,  in each case describing the nature thereof
and the action  Borrower  proposes to take with  respect  thereto.

     5.13 Further  Assurances.  Borrower shall execute,  acknowledge and deliver
any and all such further assurances and other deeds,  agreements or instruments,
and take or cause to be taken all such other  action,  as shall be  requested by
Lender from time to time in order to give full effect to this  Agreement and the
Note and to maintain,  preserve,  safeguard and continue at all times all or any
of the rights,  remedies,  powers and  privileges of Lender under this Agreement
and the Note, all without any cost or expense to Lender.

     5.14  Borrower  Security  Agreement.  Borrower  will not create,  permit or
suffer to exist,  and will  defend the  Collateral  against  and take such other
action as is necessary  to remove,  any Lien on the  Collateral  (other than the
security  interests  created  hereunder  or  security  interests  identified  on
Schedule  5.14 and in  existence  as of the date  hereof),  and will  defend the
right, title and interest of Lender in and to any of Borrower's rights under the
Collateral  against  the claims  and  demands of all  Persons  whomsoever.

     5.15 Further Identification of Collateral. Borrower will if so requested by
Lender furnish to Lender, as often as Lender reasonably requests, statements and
schedules  further  identifying  and  describing  the  Collateral  as Lender may
reasonably request, all in reasonable detail.

                                    ARTICLE 6
                               NEGATIVE COVENANTS

     Borrower  covenants and agrees that,  unless the Lender otherwise agrees in
writing, as long as any of the Loans remain outstanding, Borrower will not:

         6.1  Indebtedness.  Create,  incur,  assume  or  suffer  to  exist  any


                                       12
<PAGE>

liability for Indebtedness  except for (i) Indebtedness  under this Agreement or
the Note; (ii) Indebtedness  constituting  account or trade payables incurred in
the ordinary course of business;  (iii) Indebtedness  outstanding as of the date
hereof,  provided,  however that the terms of any such  Indebtedness  may not be
amended or modified  following the date hereof;  (iv) Indebtedness not to exceed
two hundred  fifty  thousand  dollars  ($250,000)  in the  aggregate at any time
secured by purchase  money liens;  (v)  indebtedness  to Wainwright  Bank or its
successors  in the amount and on the terms  described in Schedule  6.1; and (vi)
any indebtedness incurred to repay the Loans in full.

         6.2 Liens.  Create,  incur, assume or suffer to exist any Lien upon any
of its  property or assets  (including,  without  limitation,  the  Collateral),
whether  now  owned or  hereafter  acquired  except  for (i)  Liens  for  taxes,
assessments or similar  charges  incurred in the ordinary course of business and
not  delinquent  or  being  contested  in  accordance  with  Section  5.5,  (ii)
mechanics',  carriers',  workmen's,  repairmen's or other like  statutory  liens
incurred by Borrower  in the  ordinary  course of  business,  provided  that the
obligations  secured  thereby are not past due,  (iii)  Liens  granted to Lender
pursuant to this  Agreement;  (iv) liens for purchase money  obligations  not to
exceed two hundred  fifty  thousand  dollars  ($250,000);  (v) liens in favor of
Wainwright  Bank or its  successors  pursuant to the  indebtedness  described on
Schedule  6.1 and (vi) Liens  identified  on  Schedule  5.14  hereof,  provided,
however,  that if the liens in favor of Wainwright  Bank  referenced in item (v)
above are created, the Liens identified in item 1 of Schedule 5.14 must be fully
discharged by Borrower and released simultaneously with such creation.

         6.3 Merger or Acquisition. Consolidate or merge into or with any Person
or acquire  all or  substantially  all of the stock,  property  or assets of any
Person; provided, however, that SCHLLC and/or SCCI may merge or consolidate into
SCHI, or any wholly-owned subsidiary of SCHI.

         6.4 Sale  and  Exchange  of  Assets.  Sell,  exchange,  lease,  assign,
transfer  or  otherwise  dispose of any asset  exceeding  one  hundred  thousand
dollars  ($100,000)  in value to any Person  (except in the  ordinary  course of
business  or to the extent such asset is obsolete or no longer used or useful in
the  business  of  Borrower),  or sell,  exchange,  lease,  assign,  transfer or
otherwise  dispose  of all or  substantially  all  of  its  property;  provided,
however, that SCHLLC and/or SCCI may sell, exchange,  lease, assign, transfer or
otherwise  dispose of all or  substantially  all of its property to SCHI, or any
wholly-owned subsidiary of SCHI.

         6.5 Contingent Liabilities.  Directly or indirectly create or become or
be  liable  with  respect  to  any  Contingent  Obligation,   except  Contingent
Obligations  arising from the endorsement of negotiable  instruments for deposit
or collection or similar transactions in the ordinary course of business.

         6.6 Investments, Loans, Etc. At any time purchase or otherwise acquire,
hold or invest in the stock of, or any other equity interest in, any Person,  or
make any loan or advance  to, or enter into any  arrangement  for the purpose of
providing  funds to, or make any other  investment,  whether  by way of  capital
contribution or otherwise,  in, to or with any Person (all of which are referred
to as "Investments"), except:



                                       13
<PAGE>

               (a)  Investments  in  short-term  certificates  of deposit,  time
deposits  and bankers'  acceptances  issued by any U.S.  commercial  bank having
undivided capital and surplus exceeding $100,000,000;

               (b)  Investments in short-term  direct  obligations of the United
States or  obligations  of agencies of the United States which are guaranteed by
the United States;

               (c)  Investments  in  short-term  commercial  paper and corporate
obligations  rated  A-l by  Standard  &  Poor's  Corporation  or P-I by  Moody's
Investors Services, Inc.; and

               (d) Loans to Borrower's  employees from 401(k)  employee  benefit
plan funds for which Borrower is deemed by law to be the lender.

     6.7  Fundamental  Business  Changes.  Make any  fundamental  change  in its
business activities.

     6.8  Restricted  Payments.  Make  any  distributions  to its  shareholders,
declare  or pay any  dividends  or apply any of its  property  to the  voluntary
purchase,  redemption  or other  retirement  of,  or set  apart  any sum for the
voluntary  payment  of any  dividends  on,  or make any  other  distribution  by
reduction  of capital or  otherwise  in respect of, any shares of its present or
future  issues of stock (each a  "Restricted  Payment")  other than  payments of
common stock or cash to the former  shareholders  and noteholders of CareCentric
Solutions,  Inc.  ("CareCentric") pursuant to that certain Agreement and Plan of
Merger  by and  among  CareCentric,  Simione  Acquisition  Corporation  and  the
Borrower, dated July 12, 1999.

     6.9 Transactions with  Shareholders and Affiliates.  Except as set forth on
Schedule 6.9,  directly or indirectly enter into or permit to exist any material
transaction  (including,  without  limitation,  the  purchase,  sale,  lease  or
exchange of any property or the  rendering of any service) with any Affiliate of
Borrower,  except for transactions in the ordinary course of and pursuant to the
reasonable requirements of the business of Borrower and upon fair and reasonable
terms which are fully  disclosed to Lender and are no less favorable to Borrower
or  such  Subsidiary  than  would  be  obtained  in a  comparable  arm's  length
transaction with a Person that is not an Affiliate of Borrower.

     6.10 Changes Relating to Indebtedness.  Amend the terms of any Indebtedness
(other than  Indebtedness  under this  Agreement or the Note),  if the effect of
such amendment is to: (i) increase the interest rate on such Indebtedness or any
premiums or  penalties  with respect  thereto;  (ii) change the dates upon which
payments of principal or interest are due on such Indebtedness; (iii) change any
default or event of default with respect to such  Indebtedness;  (iv) change the
redemption, defeasance or prepayment provisions of such Indebtedness; (v) change
the subordination provisions thereof (or the subordination terms of any guaranty
thereof); (vi) change the method of payment of interest thereon; or (vii) change
or amend any other term if such change or amendment  would  materially  increase
the  obligations  of the  obligor or confer  additional  material  rights on the
holder of such Indebtedness in a manner adverse to Borrower or Lender.



                                       14
<PAGE>

                                    ARTICLE 7
                               EVENTS OF DEFAULT

     7.1 Events of Default.  Each of the following shall  constitute an Event of
Default under this Agreement

          (a)  Borrower  shall fail to pay when due any payment of  principal or
interest or any other sum payable  hereunder,  provided  that, for the first two
such failures  only,  Borrower  shall be entitled to a five (5) day grace period
for the payment of interest;

          (b)  Borrower  shall fail to comply with any  agreement  contained  in
Article 5 or Article 6 (other than Section 6.6 as to which  Section  7.l(c) will
apply);

          (c) Borrower  shall default in the  performance of any of its material
agreements under any provision of this Agreement or any other agreement  between
Borrower and Lender;

          (d) Any  warranty  or  representation  made by  Borrower  in the Stock
Purchase  Agreement shall be untrue in any material respect,  in any case on any
date as of which the facts set forth are stated or certified;

          (e) Borrower or any of its  subsidiaries  shall  institute a voluntary
case  seeking  liquidation  or  reorganization  under  Chapter 7 or Chapter  11,
respectively,  of the United  States  Bankruptcy  Code,  or shall consent to the
institution of an involuntary case thereunder  against it; or Borrower or any of
its subsidiaries shall file a petition  initiating or shall otherwise  institute
any similar proceeding under any other applicable federal or state law, or shall
consent thereto;  or Borrower or any of its subsidiaries  shall apply for, or by
consent or acquiescence there shall be an appointment of a receiver, liquidator,
sequestrator,  trustee or other officer with similar powers;  or Borrower or any
of its  subsidiaries  shall make an assignment for the benefit of creditors;  or
Borrower or any of its subsidiaries  shall admit in writing its inability to pay
its debts  generally  as they become due;  or, if an  involuntary  case shall be
commenced  seeking the liquidation or  reorganization  of Borrower or any of its
subsidiaries under Chapter 7 or Chapter 11,  respectively,  of the United States
Bankruptcy Code, or any similar  proceeding shall be commenced  against Borrower
or any of its subsidiaries  under any other applicable federal or state law, and
(i) the petition commencing the involuntary case is not timely controverted;  or
(ii) the petition  commencing the  involuntary  case is not dismissed  within 30
days of its filing;  or (iii) an interim trustee is appointed to take possession
of all or a portion of the property,  to operate all or any part of the business
of Borrower  or any of its  subsidiaries,  or both;  or (iv) an order for relief
shall have been issued or entered  therein;  or (v) a decree or order of a court
having  jurisdiction  in  the  premises  for  the  appointment  of  a  receiver,
liquidator,  sequestrator,  trustee or other  officer  shall  have been  entered
therein;

          (f)  Except  as  disclosed  in the Form  10-Q of SCHI  filed  with the
Securities  and  Exchange  Commission  for the period  ended  March 31, 2000 and
appended  hereto as Exhibit B, Borrower shall default in the payment when due of
any monetary  obligation  (other than the Loans) in excess of two hundred  fifty
thousand dollars ($250,000);



                                       15
<PAGE>

          (g) One or more judgments against Borrower or attachments  against its
property,  which in the  aggregate  exceed two hundred  fifty  thousand  dollars
($250,000), or the operation or result of which could be to interfere materially
and  adversely  with the conduct of the  business of  Borrower,  remain  unpaid,
unstayed on appeal,  undischarged,  unbonded and  undismissed for a period of 30
days;

          (h) A change in control of Borrower shall occur.  For purposes of this
subsection 7.1(h),  "control" means the possession,  directly or indirectly,  of
the power to direct or cause the  direction  of the  management  and policies of
Borrower,  whether  through  ownership of voting  securities,  by  contract,  or
otherwise; or

          (i) Lender does not have or ceases to have a valid and perfected first
priority security interest in the Collateral, subject only to the prior security
interests identified on Schedule 5.14.

     7.2  Termination of Obligations and  Acceleration.  If any Event of Default
described  in Section  7.l(a),  (e) or (h) shall  occur,  all Loans shall become
immediately  due and payable,  all without  notice of any kind, and Lender shall
have no  obligation  to make further  Loans  hereunder.  If any Event of Default
described  in Section 7.1 (other than an Event of Default  described  in Section
7.1(a),  (e) or (h)) shall occur, upon ten (10) days notice,  and in the case of
7.1(i),  upon two (2) days  notice,  Lender may  declare all Loans to be due and
payable,  whereupon  all Loans shall  immediately  become due and  payable,  and
Lender  shall have no  obligation  to make  further  Loans  hereunder.  Any such
declaration made pursuant to this Section 7.2 may be rescinded by Lender.

     7.3 Other  Remedies.  If any Event of Default  shall have  occurred  and be
continuing, Lender may exercise in respect of the Collateral, in addition to all
other rights and remedies provided for herein or otherwise  available to it, all
the rights and remedies of a secured  party on default under the UCC (whether or
not the UCC  applies  to the  affected  Collateral)  and also may:  (a)  require
Borrower to, and Borrower  hereby  agrees that it will,  at its expense and upon
request of Lender forthwith,  assemble all or part of the Collateral as directed
by Lender and make it available to Lender at a place to be  designated by Lender
which is reasonably  convenient to both parties;  (b) with five (5) days written
notice,  enter  upon  any  premises  of  Borrower  and  take  possession  of the
Collateral;  and  (c)  without  notice  except  as  specified  below,  sell  the
Collateral or any part thereof in one or more parcels at public or private sale,
at any of Lender's  offices or  elsewhere,  at such time or times,  for cash, on
credit or for future  delivery,  and at such price or prices and upon such other
terms as Lender may deem commercially  reasonable.  Borrower agrees that, to the
extent  notice of sale shall be required  by law,  at least ten days'  notice to
Borrower  of the time and place of any public  sale or the time after  which any
private sale is to be made shall constitute reasonable notification. At any sale
of the  Collateral,  if permitted  by law,  Lender may bid (which bid may be, in
whole or in part, in the form of cancellation of indebtedness)  for the purchase
of the Collateral of any portion thereof for the account of Lender (on behalf of
Lender). Lender shall not be obligated to make any sale of Collateral regardless
of notice of sale having  been  given.  Lender may adjourn any public or private
sale from time to time by announcement at the time and place fixed therefor, and
such sale may, without further notice, be made at the time and place to which it


                                       16
<PAGE>

was so adjourned.  To the extent permitted by law, Borrower hereby  specifically
waives  all rights of  redemption,  stay or  appraisal  which it has or may have
under any law now existing or hereafter enacted.

     If an Event of Default has  occurred  and is  continuing,  Borrower  hereby
irrevocably  authorizes  and empowers  Lender to assert,  either  directly or on
behalf of Borrower, any claims Borrower may have, from time to time, against any
other party to the Assigned  Agreements  or to  otherwise  exercise any right or
remedy of Borrower under the Assigned Agreements (including, without limitation,
the right to enforce directly against any party to an Assigned  Agreement all of
Borrower's  rights  thereunder,  to make all demands and give all notices and to
make all  requests  required  or  permitted  to be made by  Borrower  under  the
Assigned Agreements).

     Beyond the safe custody thereof,  Lender shall have no duty with respect to
any  Collateral in its possession or control (or in the possession or control of
any agent or bailee) or with respect to any income  thereon or the  preservation
of rights against prior parties or any other rights pertaining  thereto.  Lender
shall  be  deemed  to  have  exercised   reasonable  care  in  the  custody  and
preservation  of the  Collateral in its possession if the Collateral is accorded
treatment substantially equal to that which it accords its own property.  Lender
shall  not be  liable  or  responsible  for  any  loss or  damage  to any of the
Collateral,  or for any diminution in the value thereof, by reason of the act or
omission of any warehouseman,  carrier,  forwarding  agency,  consignee or other
agent or bailee selected by Lender in good faith.

     7.4 Application of Proceeds. Upon the occurrence and during the continuance
of an Event of Default,  the proceeds of any sale of, or other realization upon,
all or any part of the Collateral  shall be applied:  first, to all fees,  costs
and expenses  incurred by Lender with respect to the Loan Agreement;  second, to
all fees due and owing to Lender;  third,  to accrued and unpaid interest on the
Obligations;  fourth, to the principal  amounts of the Obligations  outstanding;
fifth, to any other indebtedness or obligations of Borrower owing to Lender.

                                    ARTICLE 8
                               SECURITY INTEREST

     8.1  Grant  of  Security  Interest.  Borrower  hereby  grants  to  Lender a
continuing security interest in and to all right, title and interest of Borrower
in the  Collateral,  whether  now owned or  existing  or  hereafter  acquired or
arising  regardless of where located,  to secure payment and  performance of the
Obligations. Anything herein to the contrary notwithstanding: (a) Borrower shall
remain liable under the contracts and  agreements  included in the Collateral to
the extent  set forth  therein  to  perform  all of its  duties and  obligations
thereunder to the same extent as if this  Agreement had not been  executed;  (b)
the exercise by Lender of any of the rights hereunder shall not release Borrower
from any of its  duties  or  obligations  under  the  contracts  and  agreements
included in the  Collateral;  and (c) Lender  shall not have any  obligation  or
liability  under the  contracts  and  agreements  included in the  Collateral by
reason of this  Agreement,  nor shall  Lender be obligated to perform any of the
obligations or duties of Borrower thereunder or to take any action to collect or
enforce any claim for payment assigned hereunder.  The security interest granted
hereby secures the payment and performance of the  obligations,  liabilities and
indebtedness  of every  nature of Borrower to Lender now or  hereafter  existing


                                       17
<PAGE>

under this  Agreement or the Note and all renewals,  extensions,  restructurings
and refinancing thereof, including,  without limitation, the principal amount of
all debts,  claims and  indebtedness,  accrued and unpaid  interest  (including,
without  limitation,  interest  which  but  for  the  filing  of a  petition  in
bankruptcy,  would accrue on such  obligations) and all fees, costs and expenses
now or from time to time owing, due or payable.

     8.2 Affirmative Covenants of Borrower. Borrower shall: (a) do all acts that
may be  necessary  to maintain,  preserve  and protect the  Collateral;  (b) pay
promptly when due all taxes, assessments, charges, encumbrances and liens now or
hereafter  imposed upon or affecting the  Collateral;  (c) procure,  execute and
deliver from time to time any endorsements,  assignments,  financing  statements
and other writings  necessary or  appropriate  to perfect,  maintain and protect
Lender's  security  interest  hereunder and the priority  thereof and to deliver
promptly to Lender all records of (1) Collateral or (2) insurance proceeds;  (d)
appear in and defend any action or  proceeding  which may affect its title to or
Lender's  interest  in the  Collateral;  (e) if  Lender  gives  value to  enable
Borrower to acquire rights in or the use of any  Collateral,  use such value for
such  purpose;  (f) keep  accurate and complete  records of the  Collateral  and
provide Lender with such books,  records and such other reports and  information
relating to the Collateral as Lender may  reasonably  request from time to time;
(g) when an event of default under this Agreement has occurred and after demand,
account fully for and  immediately  deliver to Lender in the form received,  all
Collateral and all proceeds,  endorsed to Lender as  appropriate,  and unless so
delivered  all  Collateral  and all such  proceeds  shall be held by Borrower in
trust for Lender, separate from all other property of Borrower and identified as
the property of Lender;  (h) keep the  Collateral in good  condition and repair;
(i) at any  reasonable  time,  upon  demand  by  Lender,  exhibit  to and  allow
inspection by Lender (or persons  designated by Lender) of the  Collateral;  (j)
keep the Collateral  (and books and records  concerning  the  Collateral) at the
locations(s)  set forth in Schedule 8.2 and not remove the Collateral  from such
location(s)  without (1) the prior  written  consent of Lender or (2) creating a
similar security interest at the new location of the Collateral; (k) give thirty
(30) days  prior  written  notice of any  change in  Borrower's  chief  place of
business or trade  name(s) or style(s)  set forth  therein;  (l) comply with all
laws,  regulations  and  ordinances  relating  to  the  possession,   operation,
maintenance and control of the  Collateral;  (m) execute and file such financing
or continuation statements, or amendments thereto, and such other instruments or
notices, as may be necessary or desirable, or as Lender may request, in order to
perfect and preserve the  security  interest  granted or purported to be granted
hereby  under the laws of any  applicable  jurisdiction,  and (n) upon  Lender's
request,  appear  in and  defend  any  action  or  proceeding  that  may  affect
Borrower's title to or Lender's security interest in the Collateral.

     8.3 Negative  Covenants of Borrower.  Borrower shall not, without the prior
written  consent  of  Lender:  (a)  Use or  permit  the  Collateral  to be  used
unlawfully or in violation of any provision of this Agreement, or any applicable
statute,  regulation  or  ordinance  or any  policy of  insurance  covering  the
Collateral;  (b) Execute a financing statement covering the Collateral except in
favor of Lender,  except as permitted  under Sections 6.1 and 6.2; (c) Encumber,
lease,  rent,  sell or dispose in bulk, the Collateral or any interest  therein;
(d) Cause any waste or unusual or  unreasonable  depreciation of the Collateral;
or (e) After default  under this  Agreement  and upon demand,  modify,  waive or
release any provisions of any Account,  Contract  Right,  item of Chattel Paper,
Instrument or other right to the payment of money constituting Collateral.



                                       18
<PAGE>

     8.4 Insurance.  Upon execution of this Agreement and all related  documents
and  agreements,  Borrower shall insure the  Collateral,  with Lender named as a
loss payee, in reasonable form and amounts, with companies reasonably acceptable
to Lender,  and against  normal risks and  liabilities.  Borrower  shall deliver
copies  of such  policies  to  Lender  at its  request.  In the event of loss of
insured  Collateral,  Lender  may make  any  claim  thereunder,  and  until  the
Collateral is promptly replaced by Borrower from the segregated  proceeds of the
insurance,  Lender may collect and receive payment of and endorse any instrument
in payment of loss, and apply such amounts received,  at Lender's  election,  to
replacement of Collateral or to the Obligations. Lender shall not by the fact of
approving,  disapproving,  accepting, preventing, obtaining or failing to obtain
any  insurance,  incur  any  liability  for or with  respect  to the  amount  of
insurance  carried,  the  form or  legal  sufficiency  of  insurance  contracts,
solvency of insurance  companies,  or payment or defense of  lawsuits;  Borrower
hereby expressly assumes full responsibility therefor and all liability, if any,
with respect thereto.

     8.5 Perfection.  Borrower  represents and warrants this Agreement creates a
valid, perfected and first priority security interest in the Collateral, subject
only to the prior security interests  identified on Schedule 5.14,  securing the
payment of the  Obligations,  and all filings  and other  actions  necessary  or
desirable to perfect and protect such interest have been duly taken.

     8.6 Expenses.  Lender may incur  expenses in connection  with the retaking,
holding or preparing  for sale of the  Collateral  including,  with  limitation,
reasonable  attorneys' fees, appraisal fees, auction fees and advertising costs,
and in connection  with  protecting or enforcing its rights under this Agreement
including,  but not limited  to,  reasonable  attorneys'  fees,  which  expenses
Borrower shall pay and are Obligations secured hereby.

     8.7 Waivers. Borrower waives any right to require Lender to proceed against
any person or to exhaust any  Collateral  or to pursue any remedy  available  to
Lender.  Borrower waives any defenses it may have arising from Lender's  failure
to perfect or maintain a perfected security interest in the Collateral.

     8.8 Termination of Security Interests;  Release of Collateral. Upon payment
in  full  of  all  Obligations,  the  security  interest  created  hereby  shall
terminate.  Upon such  termination  of the  security  interest or release of any
Collateral,  Lender  will,  at the expense of  Borrower,  execute and deliver to
Borrower such  documents as Borrower  shall  reasonably  request to evidence the
termination of the security interest or the release of such Collateral which has
not yet  theretofore  been sold or otherwise  applied or released.  Such release
shall be without warranty or recourse to Lender, except as to the absence of any
prior assignments by Lender on behalf of its interest in the Collateral,  as the
case may be.

     8.9  Cumulative  Rights.  All  rights  and  remedies  of Lender  under this
Agreement are in addition to all rights and remedies  given to Lender  contained
in any other agreement,  instrument or document or available to Lender at law or
in equity. All such rights and remedies are cumulative and not exclusive and may
be exercised  successively or  concurrently.  No exercise of any right or remedy
shall be deemed an election of remedies and preclude exercise of any other right
or remedy.



                                       19
<PAGE>

                                    ARTICLE 9
                                   CONVERSION

     9.1 Shares to be Issued.  In the event  Lender makes an election to convert
all or a portion of the unpaid  interest and principal on the Loans  pursuant to
Section 2.5 above,  SCHI shall issue to the Lender such number of fully paid and
nonassessable  shares of Common  Stock as is  determined  by dividing the dollar
amount of the Loans  designated by the Lender to be converted by the  Conversion
Price  applicable to each such share,  determined as  hereinafter  provided,  in
effect on the date that the Lender makes his  election to convert.  The price at
which  shares of Common Stock shall be  deliverable  upon such  conversion  (the
"Conversion  Price") shall initially be equal to two dollars and fifty one cents
($2.51)  per share of Common  Stock.  Such  initial  Conversion  Price  shall be
subject to adjustment as hereinafter provided.

     9.2 Mechanics of Conversion. Before Lender shall be entitled voluntarily to
convert  any of the Loans into  shares of Common  Stock,  he shall give  written
notice to SCHI at such office that he elects to convert the same and shall state
therein the number of shares to be  converted  and the name or names in which he
wishes the certificate or certificates  for shares of Common Stock to be issued.
SCHI shall, as soon as practicable thereafter,  issue and deliver at such office
to Lender,  a  certificate  or  certificates  for the number of shares of Common
Stock to which he shall be  entitled.  Such  conversion  shall be deemed to have
been made  immediately  prior to the close of  business  on the date of Lender's
notice of conversion,  and the person or persons  entitled to receive the shares
of Common Stock issuable upon such conversion  shall be treated for all purposes
as the record holder or holders of such shares of Common Stock on such date.

     9.3 Adjustments to Conversion Price for Certain Diluting Issuances,  Splits
and Combinations.  The Conversion Price shall be subject to adjustment from time
to time as follows:

          (a)  Special  Definitions.  For  purposes  of this  Section  9.3,  the
following definitions apply:

               (1)  "Options"  shall  mean  rights,   options,  or  warrants  to
subscribe for,  purchase or otherwise acquire either Common Stock or Convertible
Securities (defined below).

               (2)  "Convertible   Securities"   shall  mean  any  evidences  of
indebtedness,  shares (other than Common Stock) or other securities  convertible
into or exchangeable for Common Stock.

               (3)  "Additional  Stock"  shall mean all  shares of Common  Stock
issued by SCHI after the date of this Agreement,  and all shares of Common Stock
issuable pursuant to Options and Convertible Securities issued by SCHI after the
date of this Agreement, other than (i) up to 606,904 shares of Common Stock that
may  be  issuable  to the  former  preferred  shareholders  and  noteholders  of
CareCentric Solutions,  Inc.  ("CareCentric") pursuant to that certain Agreement
and Plan of Merger by and among CareCentric, Simione Acquisition Corporation and


                                       20
<PAGE>

the Corporation,  dated July 12, 1999, and (ii) shares of Common Stock for which
adjustment of the Conversion  Price is made pursuant to Section 9.3(d) or 9.3(e)
below.

          (b)  Adjustments.  If  SCHI  shall  issue,  after  the  date  of  this
Agreement, any Additional Stock without consideration or for a consideration per
share less than the Conversion Price in effect immediately prior to the issuance
of such Additional  Stock, the Conversion Price in effect  immediately  prior to
each such issuance shall forthwith be adjusted  downward to a price equal to the
price paid per share for such Additional Stock.

          (c) Determination of Consideration.  For purposes of this Section 9.3,
the  consideration  received by SCHI for the  issuance of any  Additional  Stock
shall be computed as follows:

               (1) Cash and Property. Such consideration shall:

                    (A)  insofar as it  consists  of cash,  be  computed  at the
aggregate amount of cash received by SCHI excluding  amounts paid or payable for
accrued interest or accrued dividends;

                    (B) insofar as it consists of property  other than cash,  be
computed  at the fair  value  thereof  at the time of such  issue,  as  mutually
determined  in good  faith by SCHI's  Board of  Directors  and the  holders of a
majority of the Series D Preferred Stock; and

                    (C) in the  event  Additional  Shares  of  Common  Stock are
issued  together  with other  shares or  securities  or other assets of SCHI for
consideration  which covers both,  be the  proportion of such  consideration  so
received,  computed  as  provided  in  clauses  (A) and (B) above,  as  mutually
determined  in good  faith by SCHI's  Board of  Directors  and the  holders of a
majority of the Series D Preferred Stock;

               (2) Options and Convertible  Securities.  The  consideration  per
share received by SCHI for Additional  Stock deemed to have been issued pursuant
to this Section 9.3,  relating to Options and  Convertible  Securities  shall be
determined by dividing:

                    (A) the total amount, if any, received or receivable by SCHI
as  consideration  for the issuance of such Options or  Convertible  Securities,
plus the minimum  aggregate amount of additional  consideration (as set forth in
the  instruments  relating  thereto,  without regard to any provision  contained
therein designed to protect against  dilution) payable to SCHI upon the exercise
of such Options or the conversion or exchange of such Convertible Securities, or
in the case of Options for  Convertible  Securities,  upon the  exercise of such
Options  for  Convertible  Securities  and the  conversion  or  exchange of such
Convertible Securities by

                    (B) the  maximum  number of  shares of Common  Stock (as set
forth in the  instruments  relating  thereto,  without  regard to any  provision
contained  therein  designed  to protect  against  dilution)  issuable  upon the
exercise  of  such  Options  or  conversion  or  exchange  of  such  Convertible
Securities,  or in the case of  Options  for  Convertible  Securities,  upon the
exercise of such  Options  for  Convertible  Securities  and the  conversion  or
exchange of such Convertible Securities.



                                       21
<PAGE>

          (d)  Adjustments  to  Conversion  Prices for Stock  Dividends  and for
Combinations or Subdivisions of Common Stock. In the event that SCHI at any time
or from time to time after the date of this  Agreement  shall declare or pay any
dividend on the Common Stock  payable in Common Stock or in any right to acquire
Common  Stock  for no  consideration,  or  shall  effect  a  subdivision  of the
outstanding  shares of Common  Stock  into a greater  number of shares of Common
Stock (by  stock  split,  reclassification  or  otherwise),  or in the event the
outstanding  shares  of Common  Stock  shall be  combined  or  consolidated,  by
reclassification  or otherwise,  into a lesser number of shares of Common Stock,
then the  Conversion  Price in effect  immediately  prior to such  event  shall,
concurrently with the effectiveness of such event, be proportionately  decreased
or increased,  as  appropriate.  In the event that SCHI shall declare or pay any
dividend on the Common Stock payable in any right to acquire Common Stock for no
consideration,  then SCHI  shall be deemed to have made a  dividend  payable  in
Common  Stock in an  amount  of  shares  equal to the  maximum  number of shares
issuable upon exercise of such rights to acquire Common Stock.

          (e) Adjustments for Reclassification and Reorganization. If the Common
Stock issuable hereunder shall be changed into the same or a different number of
shares  of  any  other   class  or   classes   of  stock,   whether  by  capital
reorganization,  reclassification  or  otherwise  (other than a  subdivision  or
combination  of shares  provided  for in Section  9.3(d)  above) the  applicable
Conversion Price then in effect shall,  concurrently  with the  effectiveness of
such reorganization or reclassification, be proportionately adjusted so that the
Loans under this Agreement  shall be convertible  into, in lieu of the number of
shares of Common Stock which the Lender would  otherwise  have been  entitled to
receive,  a number of shares of such other class or classes of stock  equivalent
to the number of shares of Common  Stock that would have been subject to receipt
by the Lender upon conversion of the Loans immediately before that change.

          (f) No Impairment.  SCHI will not, by amendment of its  Certificate of
Incorporation or through any reorganization,  transfer of assets, consolidation,
merger, dissolution,  issue or sale of securities or any other voluntary action,
avoid or seek to avoid the  observance or  performance of any of the terms to be
observed or  performed  hereunder  by SCHI,  but will at all times in good faith
assist in the carrying out of all the  provisions of this Section 9.3 and in the
taking of all such action as may be necessary or appropriate in order to protect
the Conversion Rights of the Lender against impairment.

          (g)  Certificates  as to  Adjustments.  Upon  the  occurrence  of each
adjustment or readjustment of any Conversion Price pursuant to this Section 9.3,
SCHI at its expense shall promptly  compute such  adjustment or  readjustment in
accordance with the terms hereof and prepare and furnish to Lender a certificate
executed by SCHI's Chief Executive  Officer or Chief  Financial  Officer setting
forth such adjustment or readjustment and showing in detail the facts upon which
such adjustment or readjustment is based.  SCHI shall,  upon the written request
at any time of the Lender, furnish or cause to be furnished to the Lender a like
certificate  setting  forth (i) such  adjustments  and  readjustments,  (ii) the
Conversion  Price in effect  immediately  before and after such  adjustments and
readjustments, and (iii) the number of shares of Common Stock and the amount, if
any, of other  property  which at the time would be received upon the conversion
of each dollar of the Loans.



                                       22
<PAGE>

          (h) Notices of Record  Date.  In the event that SCHI shall  propose at
any time:  (i) to declare any dividend or  distribution  upon its Common  Stock,
whether in cash, property,  stock or other securities,  whether or not a regular
cash  dividend  and whether or not out of earnings  or earned  surplus;  (ii) to
offer for  subscription  pro rata to the  holders  of any class or series of its
stock any  additional  shares  of stock of any class or series or other  rights;
(iii) to effect any  reclassification  or  recapitalization  of its Common Stock
outstanding  involving  a  change  in the  Common  Stock;  or (iv) to  merge  or
consolidate with or into any other corporation,  or sell, lease or convey all or
substantially all of its assets, or to liquidate,  dissolve or wind up; then, in
connection with each such event, SCHI shall send to the Lender:

               (1) at least twenty (20) days' prior  written  notice of the date
on which a record shall be taken for such dividend, distribution or subscription
rights (and  specifying  the date on which the holders of Common  Stock shall be
entitled  thereto) or for determining  rights to vote, if any, in respect of the
matters referred to in (iii) and (iv) above; and

               (2) in the case of the  matters  referred  to in  (iii)  and (iv)
above, at least twenty (20) days' prior written notice of the date when the same
shall take place (and  specifying  the date on which the holders of Common Stock
shall be  entitled  to  exchange  their  Common  Stock for  securities  or other
property deliverable upon the occurrence of such event).

          (i) Issue Taxes. SCHI shall pay any and all issue and other taxes that
may be payable in respect of any issue or delivery of shares of Common  Stock on
conversion hereunder; provided, however, that SCHI shall not be obligated to pay
any  transfer  taxes  resulting  from any  transfer  requested  by the Lender in
connection with any such conversion.

          (j) Reservation of Stock Issuable Upon  Conversion.  SCHI shall at all
times reserve and keep available out of its  authorized  but unissued  shares of
Common Stock,  solely for the purpose of effecting the  conversion of any of the
Loans hereunder, such number of its shares of Common Stock as shall from time to
time be sufficient to effect the  conversion of all Loans  hereunder,  and if at
any time the number of authorized but unissued  shares of Common Stock shall not
be sufficient to effect the  conversion of all Loans  hereunder,  SCHI will take
such  corporate  action as may, in the opinion of its  counsel,  be necessary to
increase its  authorized  but unissued  shares of Common Stock to such number of
shares as shall be sufficient for such purpose,  including,  without limitation,
engaging in best  efforts to obtain the  requisite  stockholder  approval of any
necessary amendment to this Certificate.

          (k) Fractional  Shares.  No fractional  share shall be issued upon the
conversion  of any  Loans  hereunder.  All  shares of  Common  Stock  (including
fractions thereof) issuable upon conversion of any of the Loans hereunder, shall
be aggregated for purposes of determining whether the conversion would result in
the issuance of any fractional share. If, after the aforementioned  aggregation,
the  conversion  would result in the issuance of a fraction of a share of Common
Stock, SCHI shall, in lieu of issuing any fractional  share,  either (i) pay the
Lender a sum in cash equal to the fair market value of such fraction on the date
of  conversion  (as  determined  by the closing price of the Common Stock on the
Nasdaq  market on the day prior to  conversion)  or (ii) round  such  fractional
share up to a whole share.



                                       23
<PAGE>

                                   ARTICLE 10
                              REGISTRATION RIGHTS

     10.1   Registration   Rights.   SCHI   covenants  and  agrees  as  follows:

     10.2 Definitions. For purposes of this Section 10:

          (a) The terms "Act" and  "Securities  Act" mean the  Securities Act of
1933, as amended.

          (b) The term  "Form S-3" means such form under the Act as in effect on
the date hereof or any registration  form under the Act subsequently  adopted by
the SEC which permits  inclusion or incorporation of substantial  information by
reference to other documents filed by SCHI with the SEC.

          (c) The term  "Form S-4" means such form under the Act as in effect on
the date hereof or any registration  form under the Act subsequently  adopted by
the SEC for corporate  combinations and exchange offers which permits  inclusion
or  incorporation  of substantial  information  by reference to other  documents
filed by SCHI with the SEC.

          (d) The term  "Holder"  means any person owning or having the right to
acquire Registrable Securities or any permitted transferee or assignee thereof.

          (e) The  terms  "Exchange  Act" and  "1934  Act"  mean the  Securities
Exchange Act of 1934, as amended.

          (f) The terms "register,"  "registered," and "registration" refer to a
registration  effected  by  preparing  and filing a  registration  statement  or
similar  document in compliance with the Act, and the declaration or ordering of
effectiveness of such registration statement or document.

          (g) The term "Registrable  Shares" means (i) the Common Stock issuable
or issued upon conversion  pursuant to Section 2.5 of this  Agreement,  and (ii)
any Common  Stock or other  securities  issued or  issuable in respect of shares
referenced in (i) above, upon any stock split, stock dividend, recapitalization,
or similar event;  excluding in all cases,  however, any Registrable  Securities
sold by a Person in a  transaction  in which  such  Person's  rights  under this
Section 10 are not assigned.

          (h) The term "SEC" means the Securities and Exchange Commission.

          (i) The term  "Subsidiary"  means,  with  respect to any  Person,  any
corporation,  limited  liability  company,  or  partnership of which such Person
owns, either directly or through its subsidiaries or affiliates, more than fifty
percent  (50%) of (i) the total  combined  voting power of all classes of voting
securities in the case of a corporation or (ii) the capital or profit  interests
therein in the case of a partnership.



                                       24
<PAGE>

     10.3 Request for  Registration.  Upon request of the Lender,  SCHI will use
its best efforts to file within 45 days of a request from Lender a  registration
statement with the SEC (utilizing  Form S-3 or a successor form thereto and Rule
415 to the extent available) to register  Registrable Shares as requested by the
Lender.  SCHI shall not be  required  to file more than three such  registration
statements  (excluding any  registration  statement which is delayed pursuant to
Section  10.5(e) below and through which the Lender is unable to register eighty
percent (80%) or more of the amount of Registrable Shares that Lender originally
requested to register in such registration statement),  and no such filing shall
be made prior to the date which is six months after the date of this Agreement.

     10.4  SCHI  Registration.  If SCHI at any  time  proposes  to  register  an
offering of its securities  under the Securities Act, either for its own account
or  for  the  account  of or at the  request  of one  or  more  Persons  holding
securities of SCHI, SCHI will:

          (a) give written  notice  thereof to the Lender (which shall include a
list of the  jurisdictions  in which SCHI  intends  to  attempt to qualify  such
securities  under the applicable blue sky or other state securities laws) within
10 days of its receipt of a request from one or more Persons holding  securities
of SCHI to register securities, or from its decision to effect a registration of
securities for its own account, whichever first occurs; and

          (b) use its best  efforts to include in such  registration  and in any
underwriting involved therein, all the Registrable Shares specified in a written
request by the Lender made within 30 days after  receipt of such written  notice
from  SCHI,  except as set forth in  Section  10.5(e)  below and  subject to the
currently existing piggyback rights referenced in Section 10.11.

     10.5  Obligations  of SCHI. If and whenever  pursuant to the  provisions of
this  Section 10 SCHI  effects  registration  of  Registrable  Shares  under the
Securities Act of 1933 and state securities laws, SCHI shall:

          (a)  Prepare  and file  with  the SEC a  registration  statement  with
respect to such  securities and use its best efforts to cause such  registration
statement  to become and remain  effective  for a period not to exceed two years
after the filing (but which  period  shall be  extended  by the  duration of any
delay periods under clause (e) below);

          (b) Use its best efforts to register or qualify the securities covered
by such  registration  statement  under the  securities or blue sky laws of such
jurisdictions as the Lender shall reasonably  request,  and do any and all other
acts and things which may be necessary or advisable (in the  reasonable  opinion
of Lender) to enable Lender to consummate  the  disposition  thereof;  provided,
however,  that in no event shall SCHI be  obligated to qualify to do business in
any  jurisdiction  where it is not now so  qualified or to take any action which
would subject it to the service of process in suits other than those arising out
of the offer or sale of the securities covered by such registration statement in
any jurisdictions where it is not now so subject;

          (c) As  promptly  as  practicable  prepare  and file with the SEC such


                                       25
<PAGE>

amendments and  supplements to any  registration  statement and prospectus  used
pursuant to or in  connection  with this  Agreement  as may be necessary to keep
such registration  statement  effective and to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
registration  statement  until  such  time as all of such  securities  have been
disposed of in accordance with the intended methods of disposition by the seller
or sellers thereof set forth in such registration  statement or for such shorter
period as may be required herein; and

          (d)  Furnish  to  Lender  such  number  of  conformed  copies  of  its
registration  statement and of each such  amendment and  supplement  thereto (in
each case  including  all  exhibits,  such  number  of copies of the  prospectus
comprised in such registration  statement (including each preliminary prospectus
and  any  summary  prospectus),  in  conformity  with  the  requirements  of the
Securities  Act),  and such other  related  documents  as Lender may  reasonably
request in order to facilitate the disposition of the  Registrable  Shares to be
registered.

          (e) Anything in this Agreement to the contrary notwithstanding:

               (i) SCHI may  defer the  filing  ("Filing")  of any  registration
statement  or  suspend  the  use of a  prospectus  under a  currently  effective
registration  statement under this Agreement at its discretion for "Good Cause."
"Good  Cause" means  either if (1) SCHI is engaged in active  negotiations  with
respect  to  the  acquisition  of  a  "significant  subsidiary"  as  defined  in
Regulation S-X  promulgated by the SEC under the Exchange Act and the Securities
Act which would in the  opinion of counsel for SCHI be required to be  disclosed
in the  Filing;  or (2) in the  opinion of counsel  for SCHI,  the Filing  would
require the inclusion therein of certified financial statements other than those
in respect of SCHI's most recently ended full fiscal year and any preceding full
fiscal  year,  and SCHI may then,  at its option,  delay the  imposition  of its
registration  obligations  hereof  until the  earlier of (A) the  conclusion  or
termination of such negotiations,  or the date of availability of such certified
financial statements,  whichever is applicable,  or (B) 60 days from the date of
the registration request.

               (ii) In the event SCHI has deferred a requested Filing,  pursuant
to the preceding  paragraph,  such deferral  period shall end if SCHI  registers
shares for resale by another  stockholder of SCHI. In the event SCHI  undertakes
an  underwritten  public  offering to issue SCHI  securities for cash during any
period in which a requested  Filing has been deferred or if the  registration of
which SCHI gives  notice under  Section  10.4(a) is for an  underwritten  public
offering  to issue  the  SCHI  securities  for  cash,  SCHI  shall  include  the
Registrable Securities in such underwritten offering subject to (A) the right of
the managing underwriters to object to including such shares, (B) Section 10.11,
and (C) the  condition  that the  Lender  shall  cooperate  in the  registration
process  in all  material  respects,  including  execution  by the Lender of the
underwriting agreement agreed to by SCHI and the underwriters.

               (iii) If the managing  underwriter  elects to limit the number or
amount of  securities  to be  included  in any  registration  referenced  in the
preceding  paragraph or in Section  10.4(a),  all Persons holding  securities of
SCHI (including the Lender) who hold registration  rights and who have requested
registration  (collectively,  the "Security Holders") shall,  subject to Section
10.11 hereof,  participate in the  underwritten  public  offering pro rata based
upon the ratio of the total number or amount of  securities to be offered in the
offering  to the total  number or amount  of  securities  held by each  Security
Holder  (including  the number or amount of securities  which each such Security
Holder  may then be  entitled  to  receive  upon the  exercise  of any option or
warrant,  or the exchange or conversion  of any security,  held by such Security
Holder).  If any such  Security  Holder  would thus be entitled to include  more
securities  than such Security  Holder  requested to be  registered,  the excess
shall be allocated among the other Security Holders pro rata in a manner similar
to that described in the previous sentence.

               (iv)  SCHI may  amend  any  registration  statement  to  withdraw
registration  of the Lender's  Registrable  Shares if Lender fails or refuses to
cooperate in full and in a timely manner with all reasonable  requests  relating
to such  registration  and the  public  offering  generally  made by  SCHI,  the
underwriters (if any), their respective counsel and SCHI's auditors.



                                       26
<PAGE>

     10.6  Expenses.  Without  regard  to  whether  the  registration  statement
relating to the proposed sale of the Registrable Shares is made effective or the
proposed  sale of such  shares  is  carried  out,  SCHI  shall  pay the fees and
expenses in connection with any such registration including, without limitation,
legal,  accounting  and  printing  fees and  expenses  in  connection  with such
registration statements, the registration filing and examination fees paid under
the  Securities  Act and state  securities  laws and the filing fees paid to the
National Association of Securities Dealers, Inc.  Notwithstanding the foregoing,
the Lender shall be responsible  for the payment of  underwriting  discounts and
commissions,  if any, and applicable  transfer taxes relating to the Registrable
Shares  sold by Lender and for the fees and  charges of any  attorneys  or other
advisers retained by Lender.

     10.7 Indemnification. In the event any Registrable Shares are included in a
registration statement under this Section 10:

          (a) To the extent permitted by law, with respect to each registration,
qualification,  or compliance that has been effected pursuant to this Agreement,
SCHI will indemnify and hold harmless Lender,  his legal counsel and accountants
(each a  "Representative"),  and any  underwriter  (as  defined  in the Act) for
Lender  and any  controlling  Person of such  underwriter  against  any  losses,
claims,  damages,  or  liabilities  (joint or  several) to which they may become
subject  under the Act, the 1934 Act or other  federal or state law,  insofar as
such expenses,  losses,  claims,  damages, or liabilities (or actions in respect
thereof)  arise  out of or are  based  upon  any  of the  following  statements,
omissions or violations  (collectively a "Violation"):  (i) any untrue statement
or alleged untrue  statement of a material fact  contained in such  registration
statement,  including any preliminary  prospectus or final prospectus  contained
therein,  offering  circular or other  document or any amendments or supplements
thereto,  (ii) the omission or alleged omission to state therein a material fact
required or allegedly  required to be stated  therein,  or necessary to make the
statements  therein not misleading,  or (iii) any violation or alleged violation
by SCHI of the Act, the 1934 Act, any other federal or state  securities  law or
any rule or  regulation  promulgated  under  the Act,  the 1934 Act or any other
federal  or  state   securities   law;  and  SCHI  will  pay  Lender,   Lender's
Representative,  underwriter and any controlling  Person of such  underwriter or
controlling  Person  any legal or other  expenses  reasonably  incurred  by such
Person in  connection  with  investigating  or defending  any such loss,  claim,
damage,  liability, or action;  provided,  however, that the indemnity agreement


                                       27
<PAGE>

contained in this  subsection  shall not apply to amounts paid in  settlement of
any such  loss,  claim,  damage,  liability,  or  action if such  settlement  is
effected  without the consent of SCHI (which  consent shall not be  unreasonably
withheld),  nor shall SCHI be liable in any such case for any such loss,  claim,
damage,  liability,  or action to the  extent  that it arises out of or is based
upon a Violation  that occurs in reliance  upon and in  conformity  with written
information  furnished expressly for use in connection with such registration by
Lender.

          (b) To the extent  permitted by law,  Lender will  indemnify  and hold
harmless SCHI, each of SCHI's directors,  each of SCHI's officers who has signed
the registration  statement,  each Person,  if any, who controls SCHI within the
meaning of the Act, any underwriter, any other Holder selling securities in such
registration  statement and any  controlling  Person of any such  underwriter or
other Holder,  against any losses,  claims,  damages,  or liabilities  (joint or
several) to which any of the  foregoing  Persons may become  subject,  under the
Act, the 1934 Act or other federal or state law, insofar as such losses, claims,
damages,  or  liabilities  (or actions in respect  thereto)  arise out of or are
based upon any  Violation,  in each case to the extent  (and only to the extent)
that such  Violation  occurs in reliance  upon and in  conformity  with  written
information  furnished by the Lender  expressly for use in connection  with such
registration;  and the Lender  will pay any legal or other  expenses  reasonably
incurred by any Person intended to be indemnified  pursuant to this  subsection,
in connection  with  investigating  or defending any such loss,  claim,  damage,
liability, or action; provided,  however, that the indemnity agreement contained
in this  subsection  shall not apply to amounts paid in  settlement  of any such
loss, claim, damage,  liability or action if such settlement is effected without
the consent of the Lender,  which  consent shall not be  unreasonably  withheld;
provided, that, in no event shall any indemnity under this subsection exceed the
net  proceeds  after  unreimbursed  expenses and  commissions  from the offering
received by Lender.

          (c) Promptly after receipt by an indemnified  party under this Section
of notice of the commencement of any action (including any governmental action),
such indemnified party will, if a claim in respect thereof is to be made against
any indemnifying  party under this Section,  deliver to the indemnifying party a
written notice of the commencement thereof and the indemnifying party shall have
the right to  participate  in,  and,  to the  extent the  indemnifying  party so
desires,  jointly with any other indemnifying party similarly noticed, to assume
the defense of such action,  with counsel mutually  satisfactory to the parties;
provided,   however,   that  an  indemnified  party  (together  with  all  other
indemnified  parties that may be  represented  without  conflict by one counsel)
shall have the right to retain one separate counsel,  with the fees and expenses
to be paid by the  indemnifying  party, if  representation  of such  indemnified
party by the counsel retained by the  indemnifying  party would be inappropriate
due to actual or potential  differing  interests  between such indemnified party
and any other party represented by such counsel in such proceeding.  The failure
to deliver written notice to the indemnifying  party within a reasonable time of
the  commencement  of any such action,  if  prejudicial to its ability to defend
such action,  shall  relieve  such  indemnifying  party of its  liability to the
indemnified  party  under  this  Section  10.7  only  to  the  extent  that  the
indemnifying  party has been  injured by the delay.  The  omission so to deliver
written  notice to the  indemnifying  party will not relieve it of any liability
that it may have to any indemnified party otherwise than under this Section.



                                       28
<PAGE>

          (d) If the  indemnification  provided for in this Section is held by a
court of competent  jurisdiction to be unavailable to an indemnified  party with
respect to any loss,  liability,  claim, damage, or expense referred to therein,
then the  indemnifying  party, in lieu of indemnifying  such  indemnified  party
hereunder,  shall  contribute to the amount paid or payable by such  indemnified
party as a result of such loss,  liability,  claim,  damage,  or expense in such
proportion as is appropriate  to reflect the relative fault of the  indemnifying
party on the one hand and of the  indemnified  party on the other in  connection
with the statements or omissions that resulted in such loss,  liability,  claim,
damage, or expense as well as any other relevant equitable  considerations.  The
relative fault of the indemnifying  party and of the indemnified  party shall be
determined by reference  to, among other  things,  whether the untrue or alleged
untrue  statement of a material  fact or the  omission to state a material  fact
relates to information  supplied by the indemnifying party or by the indemnified
party and the parties' relative intent,  knowledge,  access to information,  and
opportunity to correct or prevent such statement or omission.

          (e) No indemnifying party, in defense of any such claim or litigation,
shall,  except with the consent of each indemnified  party,  consent to entry of
any  judgment  or enter  into  any  settlement  which  does  not  include  as an
unconditional  term  thereof  the giving by the  claimant or  plaintiff  to such
indemnifying  party of a release from all  liability in respect to such claim or
litigation.

          (f)  To  the  extent  that  the  provisions  on  indemnification   and
contribution  contained in the underwriting agreement entered into in connection
with any  underwritten  public  offering  are in  conflict  with  the  foregoing
provisions, the provisions in this Agreement shall control.

          (g) The  obligations  of the Company and SCHI under this  Section 10.7
shall  survive the  completion  of any offering of  Registrable  Securities in a
registration statement under this Section 10.7, and otherwise.

     10.8  Information  by the Lender.  The Lender of shall furnish to SCHI such
information  regarding the Lender and the  distribution  proposed by him as SCHI
may  reasonably  request in  writing  and as shall  reasonably  be  required  in
connection with any  registration or  qualification  referred to in this Section
10.

     10.9 SEC Rule 144 Reporting and Reports  Under  Securities  Exchange Act of
1934. With a view to making available to the Lender the benefits of SEC Rule 144
promulgated  under the Act and any other rule or  regulation of the SEC that may
at any time permit the Lender to sell  securities of SCHI to the public  without
registration  or pursuant to a registration  on Form S-3 or its successor,  SCHI
agrees to:

          (a) make and keep  public  information  available,  as those terms are
understood and defined in Rule 144, at all times from and after ninety (90) days
following the effective date of the first  registration  statement filed by SCHI
for the offering of its securities to the general public;

          (b) take such action,  including  the  voluntary  registration  of its
Common  Stock under  Section 12 of the 1934 Act, as is  necessary  to enable the
Lender to  utilize  Form S-3 or its  successor  for the sale of his  Registrable
Securities,  such action to be taken as soon as practicable after the end of the
fiscal  year in which the  first  registration  statement  filed by SCHI for the
offering of its securities to the general public is declared effective;



                                       29
<PAGE>

          (c)  file  with the SEC in a  timely  manner  all  reports  and  other
documents  required  of SCHI  under the Act and the 1934 Act after it has become
subject to such reporting requirements; and

          (d) furnish to the Lender,  so long as the Lender owns any Registrable
Securities,  forthwith upon request (i) a written  statement by SCHI that it has
complied with the reporting  requirements  of SEC Rule 144 (at any time from and
after ninety (90) days  following the effective  date of the first  registration
statement  filed  by SCHI  for an  offering  of the  securities  to the  general
public),  the Act and the 1934 Act (at any time after it has  become  subject to
such  reporting  requirements),  or  that it  qualifies  as a  registrant  whose
securities  may be resold  pursuant  to Form S-3 or its  successor  (at any time
after it so  qualifies),  (ii) a copy of the most  recent  annual  or  quarterly
report of SCHI and such other  reports  and  documents  so filed by SCHI (at any
time after it has become subject to such reporting requirements), and (iii) such
other  information as may be reasonably  requested in availing the Lender of any
rule or regulation  of the SEC which permits the selling of any such  securities
without registration or pursuant to such Form S-3 or its successor.

     10.10 Transfer or Assignment of  Registration  Rights.  The rights to cause
SCHI to  register  Registrable  Securities  pursuant  to this  Section 10 may be
transferred or assigned (but only with all related obligations) by the Lender to
a transferee  or assignee of such  securities,  provided:  (a) SCHI is, within a
reasonable  time after such transfer,  furnished with written notice of the name
and address of such transferee or assignee and of the securities with respect to
which  such  registration  rights are being  assigned;  (b) such  transferee  or
assignee  agrees  in  writing  to be  bound  by and  subject  to the  terms  and
conditions of this  Agreement;  (c) such  assignment  shall be effective only if
immediately  following such transfer the further  disposition of such securities
by the  transferee  or  assignee  is  restricted  under  the  Act;  and (d) such
assignment  shall only be effective if it complies with all  applicable  federal
and state  securities laws. For the purposes of determining the number of shares
of  Registrable  Securities  held by a transferee  or assignee,  the holdings of
transferees and assignees of a partnership who are partners or retired  partners
of such partnership  (including  spouses and ancestors,  lineal  descendants and
siblings of such partners or spouses who acquire Registrable Securities by gift,
will or  intestate  succession)  shall  be  aggregated  together  and  with  the
partnership.

     10.11   Priority  and   Limitation  on  Subsequent   Registration   Rights.

          (a) The parties  hereto  acknowledge  that the rights to  registration
contained  herein shall be subject to (i) the  registration  rights contained in
Section 2(k) of those  certain  Registration  Rights  Agreements  ("Registration
Rights  Agreements")  dated October 6, 1996 by and among InfoMed Holdings,  Inc.
(as  predecessor  in interest to SCHI) and  certain  shareholders  of SCHI named


                                       30
<PAGE>

therein, the registration rights granted pursuant to that certain Second Amended
and Restated  Agreement and Plan of Merger and Investment  Agreement dated as of
October 25, 1999 among MCS, Inc.,  Mestek,  Inc.,  SCHI, the Lender,  Stewart B.
Reed  and  E.  Herbert  Burk  (the  "MCS  Merger  Agreement"),   and  (iii)  the
registration  rights  granted  pursuant to that  certain  Agreement  and Plan of
Merger  dated as of July 12, 1999 among  CareCentric  Solutions,  Inc.,  Simione
Acquisition Corporation and SCHI (the "CareCentric Merger Agreement");  provided
that the registration  rights set forth in the Registration  Rights  Agreements,
the MCS Merger  Agreement and the CareCentric  Merger  Agreement shall only have
priority over the registration  rights granted pursuant to this Agreement to the
extent  required in such agreements and to the extent that any such prior rights
have not been waived or amended.

          (b)  Subject  to  Section  10.11(d),  SCHI will not grant any right of
registration  under the Securities Act relating to any of its equity  securities
to any person or entity other than pursuant to this Agreement  unless the Lender
shall be entitled to have included in such  registration all Registrable  Shares
requested by Lender to be so included  prior to the inclusion of any  securities
requested to be registered by the persons or entities entitled to any such other
registration  rights,  other than securities subject to the Registration  Rights
Agreements, the MCS Merger Agreement and the CareCentric Merger Agreement, which
shall have priority (but only to the extent that such prior rights have not been
waived or amended).

          (c)  Subject  to  Section  10.11(d),  for so long as the  Lender  owns
securities  representing  20% or more  of the  voting  power  of SCHI on a fully
diluted basis, and except as expressly set forth in this Section 10.11, no other
Person  shall be entitled to  "piggyback"  or  participate  in any of the demand
registrations  that Lender  initiates  pursuant  to Section  10.3  without  such
Lender's prior written consent.

          (d) The parties hereto agree that the rights to registration contained
herein  shall be pari passu with the rights to  registration  granted in (i) the
Stock Purchase  Agreement,  and (ii) that certain warrant of even date herewith,
granted to Mestek,  Inc.  ("Mestek")  in lieu of certain  voting  rights held by
Mestek, and (iii) that certain warrant, of even date herewith, granted to Mestek
in consideration of its agreement to issue its guaranty on certain  indebtedness
of SCHI.

     10.12 Suspension of Registration Rights. The right of any Holder to request
registration of shares as provided in this Section 10 shall be suspended  during
any period of time that all of the  Registrable  Securities held and entitled to
be held (as a result of conversion pursuant to Section 2.5 of this Agreement) by
the Lender may immediately be sold under SEC Rule 144.

                                   ARTICLE 11
                                 MISCELLANEOUS

     11.1  Successors  and Assigns.  The terms and  provisions of this Agreement
shall be binding  upon,  and the  benefits  thereof  shall inure to, the parties
hereto and their  respective  permitted  successors  and  assigns.  Neither this
Agreement  nor any rights or  obligations  hereunder may be assigned by Borrower
without the prior written consent of Lender.

     11.2 Sale of  Interests.  Lender is expressly  permitted  to sell,  assign,
transfer, negotiate or grant participation in all or any part of or any interest


                                       31
<PAGE>

in, its rights and obligations  under this  Agreement.  Except with respect to a
transfer  to an  affiliate  of  Lender,  notice  of any such  sale,  assignment,
transfer,  negotiation  or grant by Lender  shall be given to Borrower  within a
reasonable  time period  after such  event.  Upon  surrender  of the Note at the
office of the  Borrower,  the  Borrower  shall  execute  and deliver one or more
replacement  Notes in the name of the  transferee(s)  and, if only a part of the
Loans is transferred, in the name of Lender.

     11.3 Lost Promissory Note. Upon receipt of evidence reasonably satisfactory
to Borrower of the ownership of and the loss,  theft,  destruction or mutilation
of the Note and indemnification  reasonably  satisfactory to Borrower or, in the
case of any  mutilation,  upon the  surrender of such Note for  cancellation  to
Borrower at its principal  office,  Borrower at its expense  (except as provided
below) will  execute and deliver to Lender,  in lieu  thereof a new Note of like
tenor,  dated so that there will be no loss of  interest  on such lost,  stolen,
destroyed or  mutilated  Note.  Borrower may require  payment by Lender of a sum
sufficient to cover any stamp tax or  governmental  charge imposed in respect of
any such  replacement.  Any Note in lieu of which  any such new Note has been so
executed and delivered by Borrower shall not be deemed to be an outstanding Note
for any purpose of this Agreement.

     11.4 No Implied Waiver.  No delay or omission to exercise any right,  power
or remedy  accruing to Lender upon any breach or default of Borrower  under this
Agreement shall impair any such right,  power or remedy of Lender,  nor shall it
be  construed to be a waiver of any such breach or default,  or an  acquiescence
therein,  or of or in any similar breach or default  occurring  thereafter,  nor
shall any waiver of any single breach or default be deemed a wavier of any other
breach or default occurring theretofore or thereafter.

     11.5  Amendments;  Waivers.  No  amendment,  modification,  or waiver of or
consent with respect to, any  provision  of this  Agreement,  shall be effective
unless  the same shall be in writing  and  signed  and  delivered  by Lender and
Borrower.  Any amendment,  modification,  waiver or consent  hereunder  shall be
effective only in the specific  instance and for the specific  purpose for which
given.

     11.6  Severability.  Any provision of this Agreement which is prohibited or
unenforceable  in any  jurisdiction  shall  be,  only as to  such  jurisdiction,
ineffective to the extent of such prohibition or  unenforceability,  but all the
remaining provisions of this Agreement shall remain valid.

     11.7  Notices.  Any notice  which Lender or Borrower may be required or may
desire to give to the other party under any provision of this Agreement shall be
in writing by overnight  delivery  service,  certified mail, telex or electronic
facsimile  transmission  and shall be  deemed  to have  been  given or made when
received and addressed as follows:



                                       32
<PAGE>

To Lender:

         John E. Reed
         260 North Elm Street
         Westfield, Massachusetts 01085
         Fax: (413) 568-7428

With a copy to:

         Marc R. Paul
         Baker & McKenzie
         815 Connecticut Avenue, N.W.
         Washington, D.C.  20006
         Fax: (202) 452-7074

If to Borrower, at:

         6600 Powers Ferry Road
         Atlanta, Georgia 30339
         Attn: President and CEO
         Fax: (770) 644-6798

With a copy to:

         Sherman A. Cohen
         Arnall Golden & Gregory, LLP
         2800 One Atlantic Center
         1201 West Peachtree Street
         Atlanta, Georgia 30309-3450
         Fax: (404) 873-8631

Any party may  change  the  address  to which all  notices,  requests  and other
communications  are to be sent to it by giving  written  notice of such  address
change to the other parties in conformity with this  paragraph,  but such change
shall not be  effective  until  notice of such  change has been  received by the
other parties.

     11.8  Interpretation.  This  Agreement,  together  with the Exhibit to this
Agreement,  is intended by Lender and  Borrower as a final  expression  of their
agreement  with  respect  to the  subject  matter  hereof and is  intended  as a
complete statement of the terms and conditions of such agreement.

     11.9 No Right of Set Off.  Borrower will not be entitled to offset  against
any of its financial obligations to Lender under this Agreement,  any obligation
owed  to it or any of its  Affiliates  by or for  Lender  or any  Affiliates  of
Lender.

     11.10 Attorneys' Fees and Other Expenses. Borrower further agrees to pay or
reimburse  Lender for all costs and  expenses,  including,  without  limitation,


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attorneys'  fees  (including  costs of settlement)  incurred by Lender after the
occurrence of an Event of Default (i) in enforcing  the Loans or in  foreclosing
against the  Collateral  or  exercising  or enforcing  any other right or remedy
available  by reason  of such  Event of  Default;  (ii) in  connection  with any
refinancing  or  restructuring  of the credit  arrangements  provided under this
Agreement  in the nature of a  "work-out"  or in any  insolvency  or  bankruptcy
proceeding;  (iii) in commencing,  defending or intervening in any litigation or
in filing a petition,  complaint, answer, motion or other pleadings in any legal
proceeding   relating  to  Borrower  and  related  to  or  arising  out  of  the
transactions  contemplated  hereby;  (iv) in taking any other  action in or with
respect to any suit or proceeding  arising out of this Agreement  (bankruptcy or
otherwise); (v) in protecting,  preserving, collecting, leasing, selling, taking
possession of or liquidation  of any of the  Collateral;  or (vi)  attempting to
enforce or enforcing any security interest in any of the Collateral or any other
rights relating to the Obligations.

     11.11  Governing  Law.  THE  VALIDITY,  CONSTRUCTION  AND  EFFECT  OF  THIS
AGREEMENT  AND THE NOTE WILL BE GOVERNED  BY THE LAWS OF THE STATE OF  DELAWARE,
WITHOUT  REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. AT THE OPTION OF LENDER,  AN
ACTION MAY BE BROUGHT TO ENFORCE THE  OBLIGATIONS,  THIS  AGREEMENT,  AND/OR THE
NOTE IN ANY COURT LOCATED IN THE STATE OF DELAWARE, U.S.A. OR IN ANY OTHER COURT
IN WHICH VENUE AND JURISDICTION ARE PROPER.

     11.12  WAIVER  OF JURY  TRIAL.  BORROWER  AND  LENDER  HEREBY  WAIVE  THEIR
RESPECTIVE  RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS  AGREEMENT  AND/OR THE NOTE.  BORROWER AND LENDER ALSO WAIVE
ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT,  BUT FOR THIS WAIVER,
BE   REQUIRED   OF  LENDER.   The  scope  of  this  waiver  is  intended  to  be
all-encompassing of any and all disputes that may be filed in any court and that
relate to the subject matter of this transaction,  including without limitation,
contract claims,  tort claims,  breach of duty claims,  and all other common law
and statutory claims. Borrower and Lender each acknowledge that this waiver is a
material inducement to enter into a business relationship, that each has already
relied on the waiver in entering into this Agreement and that each will continue
to rely on the waiver in their  related  future  dealings.  Borrower  and Lender
further  warrant and represent that each has reviewed this waiver with its legal
counsel,  and that each  knowingly and  voluntarily  waives it jury trial rights
following  consultation with legal counsel. THIS WAIVER IS IRREVOCABLE,  MEANING
THAT IT MAY NOT BE MODIFIED  EITHER  ORALLY OR IN WRITING,  AND THE WAIVER SHALL
APPLY TO ANY SUBSEQUENT  AMENDMENTS,  RENEWALS,  SUPPLEMENTS OR MODIFICATIONS OF
THIS AGREEMENT,  OR TO ANY OTHER DOCUMENTS OR AGREEMENTS  RELATING TO THE LOANS.
IN THE EVENT OF LITIGATION,  THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO
A TRIAL BY THE COURT.

     11.13  Indemnification.  Borrower  will  indemnify  and hold Lender and its
officers, directors, employees,  Affiliates, attorneys and agents (collectively,
the   "Indemnitees")   harmless  from  and  against  any  and  all  liabilities,


                                       34
<PAGE>

obligations,  losses, damages,  penalties,  actions,  judgments,  suits, claims,
costs,  expenses and disbursements of any kind or nature  whatsoever  (including
without limitation,  the reasonable fees and disbursements of counsel) which may
be imposed on,  incurred by or asserted  against such  Indemnitees in any manner
relating  to or  arising  out of  this  Agreement  or the  making  of the  Loans
(collectively, the "Indemnified Matters"); provided, however, that Borrower will
have no  obligation  to an  Indemnitee  under this Section 11.13 with respect to
Indemnified  Matters to the extent such  Indemnified  Matters  were caused by or
resulted  from the gross  negligence  or willful  misconduct  of an  Indemnitee.
Borrower  further agrees to pay or reimburse  Lender for all costs and expenses,
including,  without limitation,  attorneys' fees (including costs of settlement)
incurred by Lender after the  occurrence of an Event of Default (i) in enforcing
the Loans or in  foreclosing  against the  Collateral or exercising or enforcing
any other right or remedy available by reason of such Event of Default;  (ii) in
connection  with any  refinancing or  restructuring  of the credit  arrangements
provided under this Agreement in the nature of a "work-out" or in any insolvency
or bankruptcy proceeding;  (iii) in commencing,  defending or intervening in any
litigation or in filing a petition, complaint, answer, motion or other pleadings
in any legal  proceeding  relating to Borrower  and related to or arising out of
the transactions contemplated hereby; (iv) in taking any other action in or with
respect to any suit or proceeding  arising out of this Agreement  (bankruptcy or
otherwise); (v) in protecting,  preserving, collecting, leasing, selling, taking
possession of, or liquidation of any of the  Collateral;  or (vi)  attempting to
enforce or enforcing any security interest in any of the Collateral or any other
rights relating to the Obligations.

     11.14 PROTECTION OF LENDER'S INTEREST AS LENDER.  NOTWITHSTANDING  ANYTHING
TO THE CONTRARY IN THIS  AGREEMENT OR ANY OTHER  AGREEMENT  BETWEEN OR AMONG THE
PARTIES AND/OR THEIR  AFFILIATES,  IN TAKING OR REFRAINING  FROM ANY ACTION WITH
RESPECT TO THE LOANS OR ANY  COLLATERAL,  LENDER  WILL BE  ENTITLED TO GIVE FULL
CONSIDERATION  AND WEIGHT TO ITS BEST  INTERESTS  IN ITS CAPACITY AS A LENDER TO
BORROWER WITHOUT TAKING INTO ACCOUNT ANY OTHER  OBLIGATIONS,  IF ANY,  OTHERWISE
APPLICABLE TO IT AND BORROWER  WAIVES,  TO THE FULL EXTENT PERMITTED BY LAW, ANY
OBJECTION  TO SUCH ACTION OR DECISION  BY LENDER,  WHETHER  BASED ON CONFLICT OF
INTEREST  OR  OTHERWISE.  BORROWER  EXPRESSLY  DISCLAIMS  THE  EXISTENCE  OF ANY
FIDUCIARY  RELATIONSHIP  OR SPECIAL  RELATIONSHIP  OF TRUST OR  CONFIDENCE  WITH
LENDER.  BORROWER FURTHER  ACKNOWLEDGES THAT LENDER HAS MADE NO REPRESENTATIONS,
WARRANTIES  OR COVENANTS TO BORROWER  OTHER THAN AS SET FORTH IN THIS  AGREEMENT
AND LENDER IS NOT OBLIGATED TO AND HAS MADE NO  COMMITMENTS  WITH RESPECT TO THE
PURCHASE OF ANY EQUITY  SECURITIES OF THE BORROWER OR THE  CONTRIBUTION OF FUNDS
TO THE  CAPITAL  OF  BORROWER  (OTHER  THAN AS SET FORTH IN THE  STOCK  PURCHASE
AGREEMENT OF EVEN DATE HEREWITH) BY VIRTUE OF THIS AGREEMENT.

     11.15  Counterparts.  This  Agreement  may be  executed  in any  number  of
counterparts  each of which shall be an original  with the same effect as if the
signatures thereto and hereto were upon the same instrument.



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<PAGE>

     11.16 Headings and Sections.  Captions,  headings and the table of contents
in this  Agreement are for  convenience  only,  and are not to be deemed part of
this  Agreement.  Unless  otherwise  specified,  references in this Agreement to
Sections,  Articles,  Exhibits or  Schedules  are  references  to  sections  and
articles of and exhibits and schedules to, this Agreement.

     11.17 Joint and Several  Liability.  All obligations of SCHI,  SCNLLC,  and
SCCI hereunder shall be joint and several.  SCHI,  SCNLLC,  and SCCI acknowledge
that all  Loans  hereunder  shall  inure  to the  benefit  of all of  them.  The
Obligations  shall be deemed to include all joint or individual  indebtedness or
obligations,  contingent or otherwise, of each of SCHI, SCNLLC, and SCCI owed to
Lender, which Obligations shall all be secured by the Collateral.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date and year first above written.


LENDER:                     John E. Reed


                            __________________________________


BORROWER:                   Simione Central Holdings, Inc.


                            By:_______________________________
                            Its:______________________________


                            Simione Central National, LLC


                            By: ______________________________
                            Its: _____________________________

                            Simione Central Consulting, Inc.


                            By:_______________________________
                            Its:______________________________