EXHIBIT 10.50



            AMENDED AND RESTATED SECURED CONVERTIBLE CREDIT FACILITY
                             AND SECURITY AGREEMENT

                                 By and Between


                               CARECENTRIC, INC.,

                                SC HOLDING, INC.

                            CARECENTRIC NATIONAL, LLC

                                       and

                                  JOHN E. REED


                            Dated as of July 1, 2002





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            AMENDED AND RESTATED SECURED CONVERTIBLE CREDIT FACILITY
                             AND SECURITY AGREEMENT

     THIS AMENDED AND RESTATED SECURED  CONVERTIBLE CREDIT FACILITY AND SECURITY
AGREEMENT (this "Agreement"), dated as of July 1, 2002, is made and entered into
by and between CareCentric, Inc. ("CareCentric"),  SC Holding, Inc. ("SCH"), and
CareCentric  National,  LLC ("CCN")  (CareCentric,  SCH, and CCN,  collectively,
referred to hereinafter as "Borrower"), and John E. Reed ("Lender").

     Reference  is made to a Secured  Convertible  Credit  Facility and Security
Agreement  dated  June  12,  2000  entered  into by and  among  Simione  Central
Holdings,  Inc. (now known as CareCentric,  Inc.), Simione Central National, LLC
(now known as CareCentric National, LLC), Simione Central Consulting,  Inc. (now
known as CareCentric Central  Consulting,  Inc.) and John E. Reed (the "Original
Agreement").  In  consideration of the Lender waiving certain Events of Defaults
or  Incipient  Defaults,   as  defined  in  the  Original   Agreement,   and  in
consideration  of the Lender making  certain  advances to the Borrower,  and for
other  good  and  valuable  consideration,   the  receipt  of  which  is  hereby
acknowledged,  the  Original  Agreement  is hereby  amended and  restated in its
entirety.

     WITNESSETH:

     WHEREAS,  Lender  has  agreed to  provide a secured  convertible  term loan
facility  for five years in a principal  amount of three  million,  five hundred
fifty  five  thousand,   five  hundred  fifty  five  dollars  ($3,555,555)  (the
"Facility")  to Borrower to refinance  existing  debt and 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 (including accrued but unpaid interest),  in whole or in
part, into common stock of CareCentric;

     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 1
                                  DEFINITIONS

     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 Loan (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


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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.

     "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 Amended and Restated  Secured
Convertible  Credit  Facility  and Security  Agreement,  as amended from time to
time.

     "Assigned Agreements" means all significant agreements of Borrower.

     "Bank" means the Wainwright Bank & Trust Company, Boston, Massachusetts.

     "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 effective date of this Agreement.

     "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
CareCentric.

     "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
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


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<PAGE>

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
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.



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     "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.

     "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 indorsement 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


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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).

     "Loan" 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 Loan or any portion thereof becomes
due and  payable,  whether as stated or by virtue of  mandatory  prepayment,  by
Acceleration or otherwise.

     "Maturity Date" means June 30, 2007.

     "Mestek Facility" means the $4,000,000 Secured  Convertible Credit Facility
provided by Mestek, Inc. to the Borrower of even date herewith.

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

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

     "O'Donnell  Facility" means a $600,000 credit facility  provided by Barrett
C. O'Donnell to the Borrower on August 8, 2000.

     "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


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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.

     "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.

     "Wainwright Facility" means the $6,000,000 Line of Credit facility provided
by the  Bank to the  Borrower,  or any  modification,  renewal,  replacement  or
refinancing thereof.

     "Wainwright  Guaranty"  means  the  guaranty  provided  to the  Bank by the
Lender,  and any  payments  or  performance  made by the Lender on behalf of the
Borrower thereunder.

     Any  accounting  term not defined herein shall have the meaning given to it
under GAAP.

                                    ARTICLE 2
                                    TERM LOAN

     2.1 Term Loan. 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 a term loan (the  "Loan") to  Borrower  in the  principal
amount (excluding  accrued interest added to principal as provided in 2.4(a)) of
$3,555,555.  Borrower's  obligation  to repay the Loan shall be  evidenced  by a
promissory  note of Borrower (the "Note") in the form attached hereto as Exhibit
A.

     2.2 (Intentionally omitted)

     2.3 Interest.



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          (a)  Interest.   The  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 simple rate per annum
equal to six and 25/100ths  percent (6.25%),  deferred until July 1, 2004 as set
forth in Section 2.4(a) below.

          (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.

          (c) Post-Maturity Interest. After Maturity (whether by acceleration or
otherwise) of the Loan,  the Loan shall bear interest,  payable on demand,  at a
rate per annum equal to nine and one quarter percent (9.25%).

          (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 Loan.  The payment of interest under the loan shall be
deferred  until June 30, 2004,  at which time the accrued,  but unpaid  interest
shall be  capitalized  and the face  amount of the Note  shall be  increased  to
$4,000,000. During the deferral period, interest shall not be compounded quarter
to quarter (thus the total amount of interest to be capitalized and added to the
principal as of June 30, 2004 shall be  $444,445).  At the end of each  calendar
quarter  (beginning  on  September  30,  2004)  Borrower  shall pay all interest
accrued with respect to the preceding  calendar  quarter.  On the Maturity Date,
Borrower shall pay (i) all accrued and unpaid  interest on the Loan and (ii) the
unpaid principal on the Loan.

          (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
Loan:

               (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 twenty-five percent (25%) 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 twelve and one half
percent  (12.5%)  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 Wainwright  Facility,  the O'Donnell Facility and the
Mestek  Facility)  in an  aggregate  principal  amount in excess of one  million
dollars  ($1,000,000),  a  payment  in an amount  equal to  twelve  and one half
percent (12.5%) of the principal amount.



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<PAGE>

     Notwithstanding the foregoing requirements of this Section 2.4(b), Borrower
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 Loan, 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 Loan into fully paid and
nonassessable  shares of Common Stock of CareCentric.  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 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) (Intentionally Omitted)

               (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;

               (f) (Intentionally Omitted)

               (g)  the  net  worth  (assets  less  liabilities,  calculated  in
accordance  with  GAAP  consistently  applied)  of  CareCentric  shall  not have
declined by more than twenty percent (20%) since December 31, 2001;

               (h) (Intentionally Omitted);

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



                                       9
<PAGE>

     3.2  Subsequent  Loan.  The Lender has no obligation to make any subsequent
Loan.  If the Lender elects to do so, such  subsequent  Loan shall be subject to
the terms,  conditions  and benefits of this  Agreement  and shall be subject to
satisfaction  or waiver  of the same  conditions  precedent  as are set forth in
Section 3.

                                    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. On or before the 45th
day following the end of each fiscal quarter, Borrower shall provide Lender with
the financial  information filed with the Securities  Exchange  Commission on it
Form 10-Q. On a monthly  basis within 5 business days  following the end of each
month Borrower shall provide Lender with a statement of cash flows,  including a
pro forma  projection for the 13 weeks following the date of each projection and
the actual cash flows for the 4 weeks prior thereto.

     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
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


                                       10
<PAGE>

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, naming the Lender as additional insured as its interests may appear,
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 Loan  shall  be used  only for
working  capital for the Business and refinancing  of debt.

     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.

     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 (and in any event within there  Business  Days) 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.



                                       11
<PAGE>

     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. Specifically,  Borrower
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 the  purpose  of  effecting  such
conversions  of  debt,  preferred  stock or other  convertible  instruments,  or
issuing  common  stock upon the exercise of  outstanding  warrants or options or
other such instruments,  including, without limitation, engaging in best efforts
to obtain the requisite  stockholder approval or any necessary amendments to its
Certificate of Incorporation or other action.

     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.

     5.16 Reduction of Wainwright  Facility.  Borrower will pay down the present
$6,000,000  Wainwright Facility to $5,900,000 or less on or before July 31, 2002
and continue to reduce the  Wainwright  Facility by no less than  $100,000  each
month thereafter such that by December 31, 2002 there is no more than $5,400,000
outstanding,  on December 31, 2003 there is no more than $4,200,000 outstanding,
etc. until all amounts have been repaid to the Bank.


                                    ARTICLE 6
                               NEGATIVE COVENANTS

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

     6.1 Indebtedness.  Create,  incur,  assume or suffer to exist any 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) the Wainwright  Facility (vi) the O'Donnell
Facility  (vii) the  subordinated  Mestek  Facility and (viii) any  indebtedness
incurred to repay the Loan 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 or  Section  5.7,  (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


                                       12
<PAGE>

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) subordinated Liens in favor of Mestek, Inc.

     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  SCH  and/or  CCN  may  merge  or  consolidate  into
CareCentric, or any wholly-owned subsidiary of CareCentric.

     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 SCH and/or CCN
may sell,  exchange,  lease,  assign,  transfer or  otherwise  dispose of all or
substantially all of its property to CareCentric, or any wholly-owned subsidiary
of CareCentric.

     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:

          (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").

     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.



                                       13
<PAGE>

     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.

                                    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) (Intentionally Omitted)

          (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;

                                       14
<PAGE>

          (f)  Borrower  shall  default in the payment  when due of any monetary
obligation (other than the Loan) in excess of two hundred fifty thousand dollars
($250,000);

          (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
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,


                                       15
<PAGE>

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
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


                                       16
<PAGE>

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.

     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 and  additional  insured as its interests  may appear,  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.



                                       17
<PAGE>

     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.

                                    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 Loan  pursuant to
Section  2.5 above,  CareCentric  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 Loan  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 one dollar
($1.00)  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 the Loan into shares of Common  Stock,  he shall give written  notice to
CareCentric  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.
CareCentric 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).



                                       18
<PAGE>

               (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 CareCentric after the date of this Agreement, and all shares of Common
Stock  issuable  pursuant  to  Options  and  Convertible  Securities  issued  by
CareCentric  after the date of this  Agreement,  other than (i) shares of Common
Stock for which  adjustment of the Conversion  Price is made pursuant to Section
9.3(d) or 9.3(e) below and (ii) shares of Common Stock that may be issuable upon
conversion of CareCentric's Series E Preferred Stock and not held or issuable to
John R. Festa pursuant to that certain Stock Grant  Agreement  dated January 23,
2002 between CareCentric and John R Festa..

          (b) Adjustments.  If CareCentric  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  CareCentric  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  CareCentric  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 CareCentric'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  CareCentric
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 CareCentric'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 CareCentric  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
CareCentric  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 CareCentric
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


                                       19
<PAGE>

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 .

          (d)  Adjustments  to  Conversion  Prices for Stock  Dividends  and for
Combinations or  Subdivisions of Common Stock. In the event that  CareCentric 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 CareCentric shall declare or pay
any  dividend on the Common Stock  payable in any right to acquire  Common Stock
for no  consideration,  then CareCentric 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
Loan 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 Loan immediately before that change.

          (f)  No  Impairment.   CareCentric  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 CareCentric,  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,
CareCentric   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 CareCentric'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.
CareCentric  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 Loan.

          (h)  Notices  of Record  Date.  In the event  that  CareCentric  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


                                       20
<PAGE>

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, CareCentric 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.  CareCentric  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 CareCentric 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.  CareCentric  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
the Loan hereunder, such number of its shares of Common Stock as shall from time
to time be sufficient to effect the conversion of the Loan 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 the Loan hereunder,  CareCentric  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 the  Loan  hereunder.  All  shares  of  Common  Stock  (including
fractions  thereof)  issuable upon  conversion of the Loan  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,  CareCentric  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.


                                   ARTICLE 10
                              REGISTRATION RIGHTS


     10.1 Registration Rights . CareCentric covenants and agrees as follows:

     10.2 Definitions . For purposes of this Section 10:



                                       21
<PAGE>

          (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 CareCentric 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 CareCentric 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.

     10.3 Request for  Registration  . Upon  request of the Lender,  CareCentric
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.  CareCentric  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  CareCentric  Registration  . If  CareCentric  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 CareCentric, CareCentric will:

          (a) give written  notice  thereof to the Lender (which shall include a
list of the  jurisdictions  in which  CareCentric  intends to attempt to qualify
such securities  under the applicable blue sky or other state  securities  laws)


                                       22
<PAGE>

within 10 days of its  receipt  of a request  from one or more  Persons  holding
securities of CareCentric 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  CareCentric,  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 CareCentric. If and whenever pursuant to the provisions
of this Section 10 CareCentric effects  registration of Registrable Shares under
the Securities Act of 1933 and state securities laws, CareCentric 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  CareCentric  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  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)   CareCentric   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)  CareCentric 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 CareCentric be required
to be disclosed in the Filing; or (2) in the opinion of counsel for CareCentric,
the Filing would require the inclusion therein of certified financial statements
other than those in respect of  CareCentric's  most  recently  ended full fiscal
year and any  preceding  full fiscal  year,  and  CareCentric  may then,  at its


                                       23
<PAGE>

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  CareCentric  has deferred a requested  Filing,
pursuant  to  the  preceding  paragraph,  such  deferral  period  shall  end  if
CareCentric  registers shares for resale by another  stockholder of CareCentric.
In the event  CareCentric  undertakes an  underwritten  public offering to issue
CareCentric  securities  for cash during any period in which a requested  Filing
has been deferred or if the registration of which CareCentric gives notice under
Section 10.4(a) is for an underwritten  public offering to issue the CareCentric
securities for cash,  CareCentric  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 CareCentric 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
CareCentric  (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) CareCentric 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 CareCentric,  the
underwriters (if any), their respective counsel and CareCentric's auditors.

     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,  CareCentric 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,
CareCentric  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,


                                       24
<PAGE>

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 CareCentric  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 CareCentric 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
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  CareCentric  (which  consent  shall  not be
unreasonably withheld), nor shall CareCentric 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  CareCentric,  each of CareCentric's  directors,  each of CareCentric's
officers who has signed the  registration  statement,  each Person,  if any, who
controls  CareCentric 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.



                                       25
<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 CareCentric  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 shall furnish to  CareCentric
such information  regarding the Lender and the  distribution  proposed by him as
CareCentric  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  CareCentric  to the
public without  registration  or pursuant to a  registration  on Form S-3 or its
successor, CareCentric 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
CareCentric 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 CareCentric 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  CareCentric  under the Act and the 1934 Act after it has
become subject to such reporting requirements; and



                                       26
<PAGE>

          (d) furnish to the Lender,  so long as the Lender owns any Registrable
Securities,  forthwith upon request (i) a written  statement by CareCentric 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 CareCentric 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  CareCentric  and  such  other  reports  and  documents  so  filed by
CareCentric  (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
CareCentric 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) CareCentric 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  CareCentric)  and  certain  shareholders  of
CareCentric  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.,
CareCentric,  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  CareCentric  (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),  CareCentric 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  CareCentric  on a


                                       27
<PAGE>

fully diluted basis, and except as expressly set forth in this Section 10.11, no
other  Person,  other than Mestek,  Inc.,  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
Mestek  Facility and any other warrant held by Mestek,  Inc. to purchase  common
stock of CareCentric.

     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
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
Loan 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


                                       28
<PAGE>

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:

To Lender:

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

With a copy to:

           J. Nicholas Filler, Vice President, Corporate and Legal Affairs
           260 North Elm Street
           Westfield, Massachusetts 01085
           Fax: (413) 568-7428

If to Borrower, at:

           CareCentric, Inc.
           2625 Cumberland Parkway
           Suite 310
           Atlanta, Georgia 30339
           Attn: President and CEO
           Fax: (770) 784-1597

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


                                       29
<PAGE>

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,
attorneys'  fees  (including  costs of settlement)  incurred by Lender after the
occurrence  of an Event of Default (i) in enforcing  the Loan 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.  TO THE EXTENT  PERMITTED BY  APPLICABLE  LAW,
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 LOAN. 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,
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


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<PAGE>

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  Loan
(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 Loan 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 LOAN 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.

     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 CareCentric, SCH, and
CCN hereunder shall be joint and several.  CareCentric, SCH, and CCN acknowledge
that  the  Loan  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 CareCentric, SCH, and CCN owed
to Lender, which Obligations shall all be secured by the Collateral.



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<PAGE>

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


LENDER:                              John E. Reed


                                     /s/ John E. Reed
                                     -----------------------------------------



BORROWER:                            CareCentric, Inc.


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



                                     SC Holding, Inc.


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



                                     CareCentric National, LLC


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




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