EXHIBIT 10.55

                          REGISTRATION RIGHTS AGREEMENT


          This  Agreement,  made as of the 1st day of  July,  2002 by and  among
CareCentric,  Inc.,  a Delaware  corporation,  herein  sometimes  referred to as
"Company",  and Mestek,  Inc.,  a  Pennsylvania  corporation,  herein  sometimes
referred to as the "Investor".

         WHEREAS,  the Company has requested that the Investor  restructure  and
refinance certain debt, equity and derivative  investments the Investor has made
in the Company,  whereby the Investor is, inter alia,  refinancing and advancing
to the Company $4,000,000 evidenced by a secured,  convertible term note of even
date herewith (the "Credit Facility"): and

         WHEREAS,  as additional  consideration  for the Credit Facility and the
investment restructuring, the Company has agreed to provide for a convertibility
feature to the Investor's existing 5,600,000 shares of Series B Preferred Stock,
such that the stock is convertible at an exchange rate of 1.07 shares of Company
Common Stock for each share of Series B Preferred Stock; and

         WHEREAS,  the parties have agreed that in conjunction with the issuance
of conversion  rights for the Series B Preferred  Stock,  the Investor  shall be
entitled to certain registration rights;

         NOW,  THEREFORE,  in consideration of the premises and mutual covenants
contained  in this  Agreement,  and for good  and  valuable  consideration,  the
receipt and  sufficiency of which is hereby  acknowledged,  the parties agree as
follows:

1.   Registration Rights. The Company covenants and agrees as follows:

1.1  Definitions. For purposes of this Section 1:

     (a)  The term "Closing Date" means the date of this Agreement.

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

     (c)  The term "Form S-4"  means  such form under the  Securities  Act as in
          effect  on  the  date  hereof  or  any  registration  form  under  the
          Securities  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 the Company 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.
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     (e)  The term  "Person"  means an  individual,  a  corporation,  a  limited
          liability company, a partnership, an association, a trust or any other
          entity organization, including a governmental entity.

     (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  Securities  Act, and the
          declaration  or  ordering  of  effectiveness   of  such   registration
          statement or document.

     (g)  The term  "Registrable  Shares" means (i) the  Company's  Common Stock
          issuable or issued  upon  conversion  of the Series B Preferred  Stock
          purchased  pursuant to 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 1 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.

1.2  Request for  Registration.  Upon request of the Investor,  the Company will
     use its best  efforts to file within 45 days of a request  from  Investor 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  Investor.  The Company shall not be required to
     file  more  than  three  such   registration   statements   (excluding  any
     registration  statement  which is delayed  pursuant to Section 1.4(e) below
     and through which the Investor is unable to register  eighty  percent (80%)
     or more of the  amount  of  Registrable  Shares  that  Investor  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 Closing Date.

1.3  Company  Registration.  If the Company 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 the Company, the Company will:

     (a)  give written  notice  thereof to the Investor  (which shall  include a
          list of the  jurisdictions  in which the Company 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  the  Company  to  register


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          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 Investor made within 30 days after receipt of
          such written  notice from the Company,  except as set forth in Section
          1.4(e) below and subject to the currently  existing  piggyback  rights
          referenced in Section 1.10.

1.4  Obligations of the Company.  If and whenever  pursuant to the provisions of
this Section 1 the Company effects  registration of Registrable Shares under the
Securities Act and state securities laws, the Company 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 Investor shall reasonably  request,  and do
          any and all other acts and things  which may be necessary or advisable
          (in  the  reasonable  opinion  of  Investor)  to  enable  Investor  to
          consummate the  disposition  thereof;  provided,  however,  that in no
          event shall the Company 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
          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  Investor   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 Investor may  reasonably  request in order to  facilitate
          the disposition of the Registrable Shares to be registered.

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

          (i) The Company 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) the
          Company  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 the Company be required to
          be disclosed  in the Filing;  or (2) in the opinion of counsel for the
          Company,  the Filing would require the inclusion  therein of certified
          financial statements other than those in respect of the Company's most
          recently  ended full fiscal year and any  preceding  full fiscal year,
          and the Company 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  the  Company  has  deferred  a  requested  Filing,
          pursuant to the preceding paragraph, such deferral period shall end if
          the Company registers shares for resale by another  stockholder of the
          Company.  In the event the Company  undertakes an underwritten  public
          offering to issue the Company securities for cash during any period in
          which a requested  Filing has been deferred or if the  registration of
          which  the  Company  gives  notice  under  Section  1.3(a)  is  for an
          underwritten public offering to issue the Company securities for cash,
          the  Company  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 1.10, and
          (C) the condition that the Investor selling Registrable Shares in such
          underwritten  offering shall cooperate in the registration  process in
          all  material  respects,  including  execution  by the Investor of the
          underwriting agreement agreed to by the Company 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  1.3(a),  all  Persons  holding
          securities   of  the  Company   (including   the  Investor)  who  hold
          registration rights and who have requested registration (collectively,
          the  "Security  Holders")  shall,  subject  to  Section  1.10  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  or loan,  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.

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          (iv) The  Company  may amend any  registration  statement  to withdraw
          registration of the Investor's Registrable Shares if Investor 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 the Company,  the  underwriters  (if any),
          their respective counsel and the Company's auditors.

1.5  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, the Company 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 Investor shall be responsible  for the
     payment of underwriting  discounts and commissions,  if any, and applicable
     transfer taxes relating to the Registrable  Shares sold by Investor and for
     the  fees and  charges  of any  attorneys  or other  advisers  retained  by
     Investor.

1.6  Indemnification.  In the event any  Registrable  Shares are  included  in a
     registration statement under this Section 1:

     (a)  To the extent  permitted by law,  with  respect to each  registration,
          qualification,  or compliance that has been effected  pursuant to this
          Agreement,  the Company will indemnify and hold harmless Investor, his
          legal  counsel  and  accountants  (each a  "Representative"),  and any
          underwriter  (as defined in the  Securities  Act) for Investor 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 Securities Act, the Exchange 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
          the Company of the Securities Act, the Exchange Act, any other federal
          or state  securities law or any rule or regulation  promulgated  under
          the  Securities  Act, the  Exchange Act or any other  federal or state
          securities  law;  and  the  Company  will  pay  Investor,   Investor'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  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 Company  (which consent shall not
          be unreasonably withheld), nor shall the Company be liable in any such
          case for any such loss, claim, damage, liability, or action to the


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          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 Investor.

     (b)  To the extent  permitted  by law,  Investor  will  indemnify  and hold
          harmless the Company,  each of the  Company's  directors,  each of the
          Company's  officers who has signed the  registration  statement,  each
          Person,  if any, who  controls  the Company  within the meaning of the
          Securities 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  Securities  Act,  the Exchange 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 Investor expressly for use
          in connection  with such  registration;  and the Investor 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 Investor,  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
          Investor.

     (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 1.6
          only to the extent that the indemnifying party has been injured by the
          delay.  The omission so to deliver written notice to the  indemnifying


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          party  will not  relieve it of any  liability  that it may have to any
          indemnified party otherwise than under this Section.

     (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 the Investor under this Section 1.6
          shall survive the completion of any offering of Registrable Securities
          in a registration statement under this Section 1.6, and otherwise.

1.7  Information by the Investor.  The Investor of Registrable  Securities shall
     furnish to the Company  such  information  regarding  the  Investor and the
     distribution  proposed  by him as the  Company  may  reasonably  request in
     writing  and as  shall  reasonably  be  required  in  connection  with  any
     registration or qualification referred to in this Section 1.

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

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     (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 the Company 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 Exchange Act, as is necessary to enable
          the Investor 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 the Company for the offering of its  securities to
          the general public is declared effective;

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

     (d)  furnish to the Investor,  so long as the Investor owns any Registrable
          Securities,  forthwith  upon  request (i) a written  statement  by the
          Company 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 the
          Company for an offering of the securities to the general public),  the
          Securities  Act and the  Exchange 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 the  Company  and such  other
          reports  and  documents  so filed by the Company (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
          Investor  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.

1.9  Transfer or  Assignment  of  Registration  Rights.  The rights to cause the
     Company to register  Registrable  Securities pursuant to this Section 1 may
     be transferred or assigned (but only with all related  obligations)  by the
     Investor to a transferee or assignee of such securities,  provided: (a) the
     Company 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 Securities 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


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     siblings of such partners or spouses who acquire Registrable  Securities by
     gift, will or intestate  succession) shall be aggregated  together and with
     the partnership.

1.10 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 the
          Company) and certain  shareholders  of the Company named 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.,  the
          Company,  the Investor,  Stewart B. Reed and E. Herbert Burk (the "MCS
          Merger  Agreement"),  (iii) the registration rights granted to John E.
          Reed  pursuant  to a Series D  Convertible  Preferred  Stock  Purchase
          Agreement  between  John E. Reed and the  Company  dated June 12, 2002
          (the "Series D Agreement")  and (iv) 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 the Company  (the  "CareCentric  Merger  Agreement");
          provided that the  registration  rights set forth in the  Registration
          Rights Agreements, the MCS Merger Agreement the Series D 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  1.10(d),  the Company  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 Investor  shall be entitled to have  included in
          such  registration all Registrable  Shares requested by Investor 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,  the Series D 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  1.10(d),  for  so  long  as  the  Investor  owns
          securities representing 20% or more of the voting power of the Company
          on a fully  diluted  basis,  and except as expressly set forth in this
          Section  1.10,  no other  Person shall be entitled to  "piggyback"  or
          participate in any of the demand registrations that Investor initiates
          pursuant to Section 1.2 without such Investor's prior written consent.

     (d)  The parties  agree that the rights to  registration  contained  herein
          shall be pari  passu with the  rights to  registration  granted in (i)
          that  certain  Secured   Convertible   Credit  Facility  and  Security


                                      9
<PAGE>

          Agreement  between the Company  and the  Investor,  dated of even date
          herewith,  (ii) those certain  Warrants,  dated of even date herewith,
          for 400,000  shares of Company  Common Stock and for 490,396 shares of
          Company  Common Stock being  exchanged by the Investor for  previously
          issued Warrants.

1.11  Suspension  of  Registration  Rights.  The right of any  Holder to request
registration  of shares as provided in this Section  1shall be suspended  during
any period of time that all of the  Registrable  Securities held and entitled to
be held (as a result of  conversion  of Series B  Preferred  Stock  held) by the
Investor may immediately be sold under SEC Rule 144.

2.   Miscellaneous.

2.1 Successors and Assigns.  Except as otherwise  provided herein, the terms and
conditions of this  Agreement  shall inure to the benefit of and be binding upon
the respective successors and assigns of the parties. Nothing in this Agreement,
express or implied,  is intended to confer upon any party other than the parties
hereto  or  their  respective  successors  and  assigns  any  rights,  remedies,
obligations,  or  liabilities  under or by reason of this  Agreement,  except as
expressly provided in this Agreement.

2.2 Governing Law. This Agreement  shall be governed by and construed  under the
laws of the State of Delaware,  without regard to the conflict of law principles
of said State.

2.3 Counterparts.  This Agreement may be executed in two or more  counterparts,
each of which  shall be  deemed an  original,  but all of which  together  shall
constitute one and the same instrument.

2.4 Titles and  Subtitles.  The titles and subtitles  used in this Agreement are
used  for  convenience  only  and  are not to be  considered  in  construing  or
interpreting this Agreement.

2.5 Notices.  Unless otherwise provided,  any notice required or permitted under
this Agreement shall be given in writing and shall be delivered (a) by hand, (b)
by U.S. mail,  certified mail, return receipt requested,  or (c) by facsimile to
the  party to be  notified,  at the  address  indicated  for  such  party on the
signature  page hereof,  or at such other address as such party may designate by
ten (10) days' advance  written  notice to the other  parties.  Notices shall be
deemed to have been  given and served (a) where  delivered  by hand,  at time of
delivery,  (b) where  delivered by U.S.  mail, on  acknowledgment  of receipt as
shown by the date indicated on the return  receipt as having been received,  and
(c) where delivered by facsimile,  24 hours after  transmission  confirmation by
the transmitting  machine unless,  within those 24 hours the intended  recipient
has informed the sender that the  transmission  was received in an incomplete or
garbled form,  or the  transmission  report of the sender  indicates a faulty or
incomplete  transmission.  If such receipt is on a day that is not a working day
or is later than 5 p.m.  (local  time) on a working  day,  the  notice  shall be
deemed to have been given and served on the next working day.

2.6 Delays or  Omissions.  No delay or omission to exercise any right,  power or
remedy  accruing to the Investor upon any breach or default of the Company under
this Agreement shall impair any such right, power or remedy of the Investor, nor
shall  it be  construed  to be a waiver  of any such  breach  or  default  or an


                                       10
<PAGE>

acquiescence  thereto, or to any similar breach or default thereafter occurring;
nor shall any waiver of any  single  breach or default be deemed a waiver of any
other breach or default theretofore or thereafter occurring. Any waiver, permit,
consent or approval of any kind or  character on the part of the Investor of any
breach  or  default  under  this  Agreement,  or any  waiver  on the part of the
Investor of any  provisions  or conditions  of this  Agreement,  must be made in
writing and shall be effective only to the extent specifically set forth in such
writing.

2.7  Expenses.  If any  action at law or in equity is  necessary  to  enforce or
interpret the terms of this Agreement, the prevailing party shall be entitled to
reasonable attorney's fees, costs and necessary disbursements in addition to any
other relief to which such party may be entitled.

2.8  Amendments  and Waivers.  Any term of this Agreement may be amended and the
observance of any term of this Agreement may be waived (either generally or in a
particular  instance and either  retroactively or prospectively),  only with the
written consent of the Company and the holders of a majority of the Common Stock
issued  or  issuable  upon  conversion  of the  Series B  Preferred  Stock.  Any
amendment or waiver  effected in accordance with this paragraph shall be binding
upon each holder of any  Securities  purchased  under this Agreement at the time
outstanding  (including  securities into which such Securities are convertible),
each future holder of all such Securities, and the Company.

2.9  Severability.  If one or more  provisions of this  Agreement are held to be
unenforceable  under  applicable law, such provision shall be excluded from this
Agreement  and the  balance of the  Agreement  shall be  interpreted  as if such
provisions  were so excluded and shall be  enforceable  in  accordance  with its
terms.

2.10 Entire Agreement.  This Agreement, the documents referred to herein and the
documents delivered in connection herewith constitute the entire agreement among
the  parties  and no party  shall be liable  or bound to any other  party in any
manner by any warranties,  representations,  or covenants except as specifically
set forth herein or therein.

2.11 No Third  Party  Beneficiaries.  Nothing in this  Agreement  is intended to
confer upon any person other than the parties hereto any right or remedies.




                                       11
<PAGE>




     IN WITNESS  WHEREOF,  the parties have  executed this  Registration  Rights
Agreement as of the date first above written.


CARECENTRIC, INC.


By:    /s/ John R. Festa
    -------------------------------------
Name:  John R. Festa
Its:   President

2625 Cumberland Parkway, Suite 310
Atlanta, GA 30339
Fax:  770-384-1597



MESTEK, INC.


By:    /s/ R.B. Dewey
    -------------------------------------
Name:  R.B. Dewey
Its:   President & COO

260 North Elm Street
Westfield, MA 01085
Fax:  413-568-7428



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