LOAN AND SECURITY AGREEMENT

     LOAN AND SECURITY AGREEMENT,  dated July 10, 2000 by and between WAINWRIGHT
BANK & TRUST  COMPANY,  a  Massachusetts  banking  corporation  with a place  of
business at 63 Franklin Street,  Boston,  Massachusetts 02110 (the "Bank"),  and
Simione  Central  Holdings,  Inc.,  a  Delaware  corporation,   Simione  Central
National,  LLC,  a  Georgia  limited  liability  company,  and  Simione  Central
Consulting,  Inc.,  a  Georgia  corporation,  each with its  principal  place of
business  at 6600  Powers  Ferry  Road,  Atlanta,  Georgia  30339  (collectively
hereinafter referred to as the "Borrower").

                              W I T N E S S E T H:

     Background.  The Borrower has requested  that Bank extend to the Borrower a
line of credit  loan in the maximum  principal  amount of Six Million and 00/100
Dollars  ($6,000,000.00)  which  the  Bank is  willing  to do on the  terms  and
conditions hereinafter set forth.

     NOW, THEREFORE, in consideration of the promises herein contained, and each
party intending to be legally bound hereby, the parties agree as follows:

     l.   DEFINITIONS

     When used herein, the terms set forth below shall be defined as follows:

     1.1 "Advance(s)" means all amounts loaned to the Borrower under Section 2.1
hereof.

     1.2.  "Affiliate"  means any  shareholder or any Subsidiary of the Borrower
and any entity or  corporation  controlled  by the Borrower,  any  Subsidiary of
Borrower or any  shareholder of the Borrower.  For purposes of this  definition,
"control" shall include the ownership of more than 10% of the outstanding  stock
of a corporation or of the equity or income of a partnership or joint venture.

     1.3.  "Agreement" is this Loan and Security  Agreement,  as the same may be
amended from time to time.

     1.4. "Bank's Address" is 63 Franklin Street,  Boston,  Massachusetts 02110,
Attention: Michael F. Lindberg, Senior Vice President.

     1.5.  "Borrower's  Address" is 6600 Powers  Ferry  Road,  Atlanta,  Georgia
30339.

     1.6.  "Borrowing  Limit"  means an amount  equal to Six  Million and 00/100
Dollars ($6,000,000.00).

     1.7. "Business Day" means each and every day other than Saturdays,  Sundays
and days on which  the Bank is  closed by  virtue  of a  national  holiday  or a
holiday in the Commonwealth of Massachusetts.

     1.8.  "Collateral"  means all that  property of the  Borrower  described in
Section 5.1 of this Agreement.

     1.9. "Equipment" means all furniture, fixtures, goods, equipment, machinery
(as defined in Section 9-109(2) of the Uniform  Commercial  Code), all documents
of title, and, in general, all tangible personal property, goods and chattels of
the Borrower of every kind and description,  including,  without limitation, all


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telephone and other communications equipment,  photoduplicating and photocopying
equipment, computer equipment and motor vehicles of every description, including
automobiles,  trucks and  airplanes,  wherever  located,  now owned or hereafter
acquired by the Borrower,  together with any and all accessions  thereto and all
substitutions and replacements thereof and parts therefor,  all proceeds thereof
in whatever form received, whether cash or non-cash proceeds.

     1.10.  "Event of Default"  means each and every event  specified in Section
9.1 of this Agreement.

     1.11. "Fiscal Year" means the year ending December 31st.

     1.12. "Guarantor" means Mestek, Inc., a Pennsylvania corporation.

     1.13.  "Guaranty  Agreement"  means the agreements dated the date hereof by
which the Guarantor has guaranteed the Obligations.

     1.14.  "Indebtedness" means, as to the Borrower, all items of indebtedness,
obligation  or   liability,   whether   matured  or  unmatured,   liquidated  or
unliquidated,  direct  or  contingent,  joint  or  several,  including,  without
limitation  the following  (but  excluding  accounts  payable and trade payables
incurred in the ordinary course of business):

          (a) All indebtedness guaranteed, directly or indirectly, in any manner
or endorsed  (other than for  collection  or deposit in the  ordinary  course of
business) or discounted with recourse;

          (b) All  indebtedness  in effect  guaranteed,  directly or indirectly,
through agreements,  contingent or otherwise: (1) to purchase such indebtedness;
or (2) to  purchase,  sell or lease (as  lessee or lessor)  property,  products,
materials or supplies or to purchase or sell services, primarily for the purpose
of enabling the Borrower to make payment of such  indebtedness  or to assure the
owner of the  indebtedness  against  loss;  or (3) to supply  funds to or in any
other manner invest in the Borrower;

          (c) All  indebtedness  secured  by (or for  which  the  holder of such
indebtedness  has a  right,  contingent  or  otherwise,  to be  secured  by) any
mortgage,  deed of trust,  pledge,  lien,  security  interest or other charge or
encumbrance upon property owned or acquired subject thereto,  whether or not the
liabilities secured thereby have been assumed;

          (d) All  indebtedness  incurred  as the  lessee  under  capital  lease
obligations required to be capitalized on the balance sheet of such lessee; and

          (e) All  indebtedness of any partnership or joint venture in which the
Borrower or any of its Subsidiaries is a general partner or joint venturer.

     1.15.  "Inventory"  means all inventory (as defined in Section  9-109(4) of
the Uniform  Commercial Code),  goods,  merchandise and other personal property,
wherever located, now owned or hereafter acquired by the Borrower which are held
for sale or lease, or furnished or to be furnished under any contract of service
or are raw materials, work in process, supplies or materials used or consumed in


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the  Borrower's  business,  and all  products  thereof,  and all  substitutions,
replacements,  additions or accessions thereto, all cash or non-cash proceeds of
all the foregoing including insurance proceeds.

     1.16. Intentionally Omitted.

     1.17. "Laws" means all applicable ordinances, statutes, rules, regulations,
orders, injunctions, writs or decrees of any government or political subdivision
or agency thereof, or any court or similar entity established by any thereof.

     1.18.  "Line of Credit  Loan(s)"  means the line of credit  extended by the
Bank to the Borrower under Article 2 hereof.

     1.19. "Line of Credit Note" means the promissory note of the Borrower dated
the date hereof payable to the order of the Bank in the maximum principal amount
of $6,000,000.00, in the form of Exhibit 1.19 hereto.

     1.20.  "Loan Account" means the account of the Borrower on the books of the
Bank in  connection  with  Article 2 hereof in which the Bank  shall  record all
Advances,  interest charges, expenses and other items chargeable to the Borrower
pursuant to this  Agreement and any other document or instrument to be delivered
hereunder  or as a  supplement  hereto;  payments  made on such  Advances by the
Borrower; and other appropriate debits and credits as provided herein.

     1.21. "Loan" means the Line of Credit Loan.

     1.22. "Note" means the Line of Credit Note.

     1.23.  "Obligations"  means  any  and  all  Indebtedness,  obligations  and
liabilities of the Borrower to the Bank of every kind and description, direct or
indirect, secured or unsecured, joint or several, absolute or contingent, due or
to become due,  whether for payment or  performance,  now  existing or hereafter
arising,  regardless of how the same arise or by what  instrument,  agreement or
book  account they may be  evidenced,  or whether  evidenced by any  instrument,
agreement or book account,  including,  without limitation, the loans under this
Agreement  and  the  Line of  Credit  Note;  all  indebtedness,  liabilities  or
obligations  owing from the Borrower to others which the Bank may have  obtained
by purchase,  negotiation,  discount, assignment or otherwise; and all interest,
taxes, fees, charges, expenses and attorneys' fees chargeable to the Borrower or
incurred by the Bank  hereunder or any other  document or  instrument  delivered
hereunder or as a supplement hereto.

     1.24.  "Other Liable Party" means any other person,  corporation  or entity
now or hereafter liable, absolutely or contingently for the whole or any part of
the Borrower's Obligations under this Agreement or the Line of Credit Note.

     1.25.  "Permitted  Liens"  means,  so long as  execution  thereon  has been
stayed:


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          (a) Liens for taxes, assessments,  or similar charges, incurred in the
ordinary course of business, which either are not yet due or are being contested
in good faith by  appropriate  proceedings,  and as to which the Borrower  shall
have set aside adequate reserves;

          (b) Pledges or  deposits  made in the  ordinary  course of business to
secure  payment  of  workers'  compensation,  or to  participate  in any fund in
connection with workers' compensation,  unemployment insurance, old-age pensions
or other social security programs;

          (c) Liens of mechanics, materialmen,  warehousemen, carriers, or other
like liens,  securing  obligations  incurred in the ordinary  course of business
that are not yet due and payable;

          (d)  Encumbrances  consisting of zoning  restrictions,  easements,  or
other restrictions on the use of real property, none of which materially impairs
the use of such  property by the Borrower or any  Subsidiary in the operation of
its business,  and none of which is violated in any material respect by existing
or proposed structures or land use;

          (e) Liens in favor of the Bank (it being  understood that any liens in
favor of Silicon Valley Bank are being terminated pursuant to the closing of the
transactions contemplated by this Agreement);

          (f) Liens in favor of John E. Reed,  which by the terms and conditions
of the Subordination  Agreement  (defined herein),  shall be subordinated to the
liens in favor of the Bank; and

          (g) Liens in favor of equipment lessors set forth on Exhibit 1.25.

     1.26. Intentionally Omitted.

     1.27. "Prime Rate" means the fluctuating prime rate of interest established
by the Bank  from  time to time  whether  or not such  rate  shall be  otherwise
published.

     1.28.  "Receivable(s)" means all now owned and hereafter acquired,  present
and  future  accounts  (within  the  meaning  of  Section  9-106 of the  Uniform
Commercial Code),  including all guaranties and security therefor and all rights
and  interest  of the  Borrower  in any goods  which  gave rise  thereto  or are
described therein or are represented thereby;  all federal,  state and local tax
refunds  and/or  abatements  to which the  Borrower  is or may from time to time
become  entitled,  no matter how or when arising,  including but not limited to,
any loss carryback  refunds;  any other  obligations or indebtedness owed to the
Borrower from whatever  source arising and all rights of the Borrower to receive
any  payments  in money or kind;  and all  records,  documents  and  instruments
evidencing or relating to any of the foregoing.

     1.29. Intentionally Omitted.

     1.30. Intentionally Omitted.

     1.31.   "Subordinated   Debt"  means  Indebtedness  of  Borrower  which  is
subordinated  to  all   Obligations,   in  accordance  with  the  terms  of  the
Subordination  Agreements.



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     1.32.  "Subordination  Agreements" means (i) the  Subordination  Agreement,
dated the date hereof,  among Bank, Borrower and John E. Reed ("Reed"),  whereby
the certain  obligations of the Borrower to Reed have been  subordinated  to the
Obligations and (ii) the Subordination Agreement in form reasonably satisfactory
to the Bank  delivered  to the Bank within  sixty (60) days from the date hereof
whereby  the  certain  obligations  of the  Borrower  to  Barrett  C.  O'Donnell
("O'Donnell") have been subordinated to the Obligations.

     1.33.  "Subsidiary"  means any  corporation  of which more than fifty (50%)
percent  of  the   outstanding   voting   securities   shall,  at  the  time  of
determination,  be owned by the Borrower  directly or indirectly  through one or
more Subsidiaries.

          To the  extent  not  defined in this  Section  l,  unless the  context
otherwise requires,  accounting and financial terms used in this Agreement shall
have the meanings attributed to them by generally accepted accounting principles
and practices,  and all other terms  contained in this Agreement  shall have the
meanings attributed to them by Article 9 of the Uniform Commercial Code in force
in the  Commonwealth of  Massachusetts,  as of the date hereof to the extent the
same are used or defined therein.

     2. LINE OF CREDIT

     2.1 Advances.  With respect to all Advances  under the Line of Credit Loan,
the  Borrower  shall  give an  authorized  commercial  loan  officer of the Bank
written notice  deliverable by telecopier of each Advance it requests  hereunder
at least one (1)  Business  Day prior to the date on which it desires the funds,
specifying the amount (which amount shall be in even multiples of $10,000.00 and
up to a maximum of the Borrowing Limit in aggregate principal amount at any time
outstanding) and date of such proposed Advance, and the Bank shall be authorized
to make  Advances  hereunder  upon such  instructions  from the Chief  Executive
Officer,  Chief Financial Officer, or President of Borrower. The Bank shall make
the Advance by crediting the amount thereof on the date requested in immediately
available funds to any of the regular deposit  accounts of the Borrower with the
Bank or in such other manner as the Borrower shall request in writing.

     2.2 Interest.  Interest on the  principal  balance of Advances from time to
time outstanding hereunder shall be calculated with respect to each Advance made
to the  Borrower  by the Bank at an annual  rate  equal to the Prime  Rate as in
effect on each day (the "Line of Credit  Loan Rate") and such  interest  will be
due and  payable to the Bank on the first  Business  Day of each month after the
date hereof in  accordance  with Section 2.4 hereof.  Unless waived by the Bank,
any amount of principal  (and interest to the extent  permitted by law) which is
not paid  within  fifteen  (15) days after the same  becomes  due shall,  to the
extent  permitted by law, be subject to a late charge of five percent (5.00%) of
the monthly  payment.  The unpaid  principal  balance shall bear interest  after
maturity  (including  any  accelerated  maturity  date) at a rate  equal to five
percent  (5.00%) in excess of the Line of Credit  Loan Rate as in effect on each
day.  Interest  hereunder  shall be computed daily by multiplying the product of
the principal balance outstanding  hereunder and the interest rate in effect for
the period in question by a fraction,  the  numerator  of which is the number of
days during such period and the denominator of which is 360.

     2.3. Line of Credit Note.  The obligation of Borrower to repay all Advances
made by the Bank under the Line of Credit Note pursuant to this Agreement shall,
except for any amounts in excess of the  Borrowing  Limit,  be  evidenced by the


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Line of Credit Note of Borrower in the maximum principal amount of $6,000,000.00
payable  to  the  order  of  the  Bank   including  all  renewals,   extensions,
modifications,  consolidations  and amendments thereto in substantially the form
of Exhibit 1.19.

     The Line of Credit Note shall  evidence the  obligations of Borrower to pay
the  Advances  owed to the Bank from time to time  evidenced by the Loan Account
plus interest thereon as set forth in Section 2.2 hereof.  Prior to any transfer
of the Line of Credit Note, the Bank shall make a notation thereon of the amount
of  principal  outstanding  thereunder  and the date to which  interest has been
paid.  The  Borrower  may from time to time borrow,  repay  without  penalty and
reborrow,  subject to the terms and  conditions  hereof,  all  amounts  borrowed
hereunder as evidenced by the Line of Credit Note.

     2.4  Payments.  (a) The Bank will  maintain a Loan Account  (which  account
shall  be  established  in  conformity  with  the  Bank's  usual  and  customary
practices)  showing the date and amount of each Advance under the Line of Credit
Loan,  as well as the date and amount of each payment of principal  and interest
by the Borrower with respect  thereto.  Prior to the end of each month, the Bank
will render to the Borrower a statement of the Borrower's  Loan Account with the
Bank hereunder, which shall constitute an account stated, showing the debits, if
any,  and credits to the Loan Account and the balance in the Loan  Account.  The
Borrower  agrees to promptly  review each such  statement and notify the Bank in
writing of any discrepancy  contained therein.  The statement will also show the
interest  payment due on the next payment date,  calculated by assuming that the
applicable rate will not change through the end of such month.

          (b) Absent an earlier  demand as a result of the  acceleration  of the
Obligations  pursuant to Section 9.2 hereof,  on the first  Business Day of each
month,  the Bank shall debit one or more of the regular deposit  accounts of the
Borrower  with the Bank in an  aggregate  amount equal to the amount of interest
payable  on such  date as  shown  on the  statement  prepared  by the  Bank  and
delivered to the Borrower.  In the event that the aggregate  amount of all funds
in such  accounts  of the  Borrower  is  insufficient  to pay the amount of such
interest,  the Bank will  notify  Borrower  of such  deficiency  after which the
Borrower  will  forthwith  pay to the Bank in  immediately  available  funds the
amount of the deficiency.

          (c) In the event  that  amounts  outstanding  under the Line of Credit
Loan shall exceed the Borrowing Limit, the Borrower shall be obligated to pay to
the Bank the difference between the Borrowing Limit and such outstanding amount.
The Bank  shall  have the  right to  debit  one or more of the  regular  deposit
accounts of the  Borrower  with the Bank in an  aggregate  amount  equal to such
difference. In the event that the aggregate amount of all funds in such accounts
of the  Borrower  is  insufficient  to pay the  amount of such  difference,  the
Borrower  will  forthwith  pay to the Bank in  immediately  available  funds the
amount of the deficiency.

          (d) All payments  and/or  proceeds of Collateral  received by the Bank
shall be applied  first to the payment of  interest,  fees,  expenses  and other
charges  then due and unpaid (in such order as the Bank may  determine)  and the
balance,  if any,  to the  unpaid  principal  of the Line of  Credit  Loan.  The
Borrower  hereby  authorizes  the Bank to charge to the Loan  Account  or to any
deposit  account  maintained  by the Borrower with the Bank (i) any taxes (other
than regular income taxes) and filing fees and expenses  incurred by the Bank in
connection with the  transactions  contemplated by this Agreement,  (ii) accrued
interest payable under Section 2.2 hereof, (iii) reasonable  attorneys' fees and



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expenses under Section 11.9 hereof,  which are properly payable  hereunder,  and
(iv) any amount necessary to reduce the Loan Account to the Borrowing Limit.

          (e) The Borrower may at any time or from time to time prepay,  without
premium or penalty,  all or any part of the outstanding  principal amount of the
Line of Credit Loan evidenced by the Loan Account.  The principal  amount of the
Line of Credit  Loan  evidenced  by the Loan  Account  prepaid  pursuant  to the
provisions  of this Section  2.4(e) may be  reborrowed  from time to time by the
Borrower, subject to the terms and conditions hereof.

     2.5.  Termination.  The termination date (the  "Termination  Date") of this
Line of  Credit  facility  shall be the  earliest  of (i) the date on which  the
Obligations have been accelerated, at the Bank's option, pursuant to Section 9.2
hereof,  or (ii) July 10, 2001,  unless the Bank shall, in its sole  discretion,
extend the term during which the  Borrower  may request and receive  Advances by
notice  mailed by  registered or certified or first class mail to the address of
the Borrower as specified herein, in which event Borrower's right to request and
receive  Advances  shall so terminate on the date as  extended,  unless  further
extended as herein provided,  which said written extensions and terminations may
continue in like fashion as herein  provided.  The Borrower shall have the right
to terminate the financing  arrangements  hereunder at any time upon thirty (30)
days prior written notice to the Bank. On the Termination Date, all Advances and
other sums charged or to be charged to the Loan Account shall become immediately
due and payable without notice or demand. Notwithstanding termination, until all
Obligations  have been  fully  satisfied,  the Bank shall  retain  its  security
interest in all then existing and thereafter arising Collateral,  and except for
those specific covenants and conditions dealing with the making of Advances, all
terms and conditions of this Agreement shall remain in full force and effect.

     2.6. Facility Fee. Upon execution of this Agreement,  Borrower shall pay to
the Bank a  facility  fee of  $30,000.00  representing  one half of one  percent
(.50%) of the total aggregate amount available under the Line of Credit Loan.

     2.7. Intentionally Omitted.

     3. [RESERVED]

     4. CONDITIONS.

     4.1.  Conditions.  The Bank's  obligations to make the Line of Credit Loan,
the initial  Advance and each subsequent  Advance shall be conditioned  upon the
following:

          (a)  Representations  and Warranties.  All of the  representations and
warranties  of the  Borrower  set forth in  Section  6 hereof  shall be true and
correct as of the date  hereof  and on the date of each  Advance  (except  where
expressly indicated to be as of the date hereof); no Event of Default shall have
occurred and be  continuing;  and no event shall have occurred and be continuing
which with notice or lapse of time or both would be an Event of Default;

          (b) Initial Advance.  As a condition to the Initial  Advance:  (i) the
Borrower  shall  have duly  executed  or caused to have been duly  executed  and
delivered  to the  Bank,  all in form  satisfactory  to the Bank and the  Bank's


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counsel,  this Agreement;  the Line of Credit Note; the Guaranty Agreement;  the
Subordination  Agreement  of Reed  (it  being  understood  and  agreed  that the
Subordination  Agreement of O'Donnell shall be delivered within thirty (30) days
from the date  hereof);  all requested  proof of corporate  action and officers'
authority; the opinion of the Borrower's and Guarantor's counsel in the form and
substance satisfactory to the Bank and the Bank's counsel;  certificates of good
standing  and  authority,  consents  and/or  agreements  of third  parties,  and
financial  statements  and  schedules  as  the  Bank  has  requested  under  its
commitment letter to the Borrower or may otherwise reasonably require; and

          (c) No  Material  Adverse  Change.  There  shall have been no material
adverse  change in the  Borrower's  or the  Guarantor's  financial  condition or
financial  or  business  prospects  from  those  represented  in  any  financial
statement or other information  submitted to the Bank or upon which the Bank has
relied.

          (d) Subsequent  Advances.  As a condition to each subsequent  Advance,
the  Borrower  shall have  delivered to the Bank a  certificate  executed by the
Borrower's Chief Executive  Officer,  Chief Financial  Officer or President that
there has not occurred any Event of Default  hereunder or any event,  which with
the giving of notice or lapse of time, would be an Event of Default hereunder.

     4.2.  Borrower's  Confirmation.  The Borrower's request to the Bank for any
Advance shall be deemed to be a representation and warranty to the Bank that the
conditions  specified  in  Section  4.1 for such  Advance  have been  satisfied.


     5. SECURITY

     5.1. Grant of Security.  The Borrower hereby grants,  pledges,  assigns and
transfers to the Bank, to secure the payment and performance of the Obligations,
a continuing  and first  security  interest in and lien on all of the  following
described properties,  assets and rights of the Borrower (hereinafter  sometimes
called, collectively, the "Collateral"):

          (a)  all of the  properties,  assets,  business  and  goodwill  of the
Borrower of every kind and nature whatsoever,  tangible or intangible,  personal
or mixed, whether now owned or hereafter acquired or arising at any time or from
time to time  hereafter,  wherever  located,  whether in the  possession  of the
Borrower or in transit or in the  possession of any other person or entity,  and
all  rights,  title and  interests  of the  Borrower  of every  kind and  nature
whatsoever  in  and  to the  foregoing,  and  including,  without  limiting  the
generality of the foregoing provisions of this clause (a), all of the properties
and assets of the Borrower identified and described below in clauses (b) through
(i) of this Section 5.1;

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<PAGE>

          (b) all Equipment, Inventory and Receivables of the Borrower;

          (c)  all  claims,  demands,  judgments,   rights,  choses  in  action,
equities,  credits,  bank  accounts,  cash on hand  and in  banks,  instruments,
documents,  chattel paper, securities,  bonds, shares of capital stock and other
securities of every description,  investments, all insurance policies, including
the cash surrender  value thereof and all proceeds,  premium rebates and refunds
thereof;

          (d) all contract rights of every kind and nature  whatsoever,  and all
claims, indemnities, rights, remedies, powers and privileges of the Borrower in,
to and under all  contracts  or  agreements  among  the  Borrower  and any other
parties,  whether now existing or hereafter created, made or entered into by the
Borrower;

          (e) all deeds,  leases,  contracts and agreements for the use, sale or
assignment of property, whether tangible or intangible,  leaseholds,  mortgages,
assignments,  options  and  licenses  of  every  kind and  description,  and all
documents and  instruments of title relating to or in any way connected with the
property of the Borrower, whether tangible or intangible;

          (f) to the extent permitted by law, all licenses and authorizations of
the Borrower  relating to the operation of the  Borrower's  business  and/or the
Collateral and all renewals, extensions and proceeds thereof;

          (g)  all  general  intangibles  within  the  meaning  of  the  Uniform
Commercial Code and to the extent not included therein all files, books, records
and other  writings,  including,  without  limitation,  all records and books of
account,  all corporate minute books and all stock ledgers,  and also including,
without  limitation,  all computer  programs and tapes and all  electronic  data
processing  software and all other  computer  software,  and all  information of
every  description  recorded or contained  or stored in any of the bureaus,  all
service bureau service  contracts,  all computer data and all concepts and ideas
on which said data is based, all developmental  ideas and concepts,  all papers,
drawings,  blueprints,  sketches and documents  relating to any of the foregoing
and/or  relating  to  the  operation  of  the  Borrower's  business  and/or  the
Collateral;  all  franchises,   product  lines  and  research  and  development,
goodwill,  royalties,  all data bases,  supplies and customer  lists,  all trade
secrets, patents,  trademarks,  copyrights and servicemarks and all applications
for and licenses, rights and interests to or under or in respect of any patents,
trademarks,  servicemarks  or copyrights;  all of the Borrower's  trade names or
business names;

          (h) all records and documents identifying the accounts of customers or
suppliers,  and all rights of every  description  (i) to information on, (ii) to
the use of, and (iii) to solicitation  with respect to, accounts of customers or
suppliers; and

          (i) all of the income,  products and  proceeds of, and all  additions,
substitutions  and  accessions  to,  all of the  properties  and  assets  of the
Borrower  identified  and described in the foregoing  clauses (a) through (h) of
this Section 5.1; in each and every case whether now owned or hereafter acquired
by the Borrower and howsoever its interests may arise or appear.


                                       9
<PAGE>

     5.2.  Guaranty  Agreement.  To secure the  payment and  performance  of the
Obligations,  including,  without  limitation,  the  obligations of the Borrower
under this Agreement,  the Guarantor has concurrently executed and delivered the
Guaranty Agreement.

     5.3.  Continuing  Security  Interest.  The Borrower  expressly  intends and
confirms  that the  security  interest  granted  herein  remain as security  for
payment and  performance of the  Obligations,  whether now existing or which may
hereinafter be incurred by future Advances, or otherwise; and whether or not any
such  Obligation is related to the transaction  described in this Agreement,  by
class or kind, or whether or not  contemplated by the parties at the time of the
granting of this security  interest.  The notice of the continuing grant of this
security  interest  therefore  shall not be required to be stated on the face of
any document  representing any such  Obligations,  nor otherwise  identify it as
being  secured  hereby.  Any such  Obligation  shall be deemed to have been made
pursuant to Section  9-204(3)  of the  Uniform  Commercial  Code.  The  security
interest granted hereunder is granted as security only and shall not subject the
Bank to, or transfer or in any way affect or modify, any obligation or liability
of the Borrower under any of the Collateral or any  transaction  which gave rise
thereto.  This Agreement and the security interest are in addition to and not in
substitution for any other security or rights now or hereafter held by the Bank.

     6. REPRESENTATIONS AND WARRANTIES

     As a  material  inducement  to the  Bank  to  make  loan  to  the  Borrower
hereunder,   the  Borrower  represents  and  warrants  to  the  Bank,  and  such
representations   and  warranties  shall  be  continuing   representations   and
warranties  during the term of this Agreement and for so long  thereafter as any
Obligation shall remain outstanding  (except where expressly  indicated to be as
of the date hereof), as follows:

     6.1  Corporation.  Simione  Central  Holdings,  Inc. is a corporation  duly
organized,  validly  existing,  and in corporate good standing under the Laws of
the State of  Delaware;  each of Simione  Central  Consulting,  Inc. and Simione
Central National,  LLC is duly organized,  validly existing and in good standing
under the Laws of the State of Georgia; the Borrower has the lawful power to own
its  properties  and to engage in the business it conducts;  and the Borrower is
duly   qualified  and  in  good  standing  as  a  foreign   corporation  in  all
jurisdictions  whereby the  business  transacted  by it or property  owned by it
requires it to be qualified; Simione Central Holdings, Inc. has no Subsidiaries,
except as listed on Exhibit 6.1;  the  Borrower  has no place of business  other


                                       10
<PAGE>

than at the  Borrower's  Address,  or  except  as listed  on  Exhibit  6.1;  all
Inventory and all records  pertaining to Receivables and Inventory are and shall
be at the Borrower's Address;  the Borrower uses no trade names except as listed
on Exhibit 6.1 attached hereto;  and the Borrower has not changed its name, done
business under any assumed or trade name or style other than its corporate name,
been the surviving  corporation in a merger,  acquired any business,  or changed
its principal  executive office within five (5) years and one (1) month prior to
the date hereof, except as indicated in Exhibit 6.1 hereto.

     6.2 No Default.  The Borrower and its  Subsidiaries are not in default with
respect to any of their existing Indebtedness; and the making and performance of
this  Agreement,  the  Line  of  Credit  Note,  and  all  other  agreements  and
instruments  delivered  pursuant to this Agreement will not  (immediately,  with
lapse of time, the giving of notice, or both):

          (a) Violate the charter or by-law  provisions  of the  Borrower or its
Subsidiaries,  or violate  any Laws or result in a default  under any  contract,
agreement,  or instrument to which the Borrower or its  Subsidiaries are parties
or by which the Borrower or its Subsidiaries or their property are bound; or

          (b) Result in the creation or imposition of any security  interest in,
or lien or encumbrance upon, any of the assets of the Borrower,  except in favor
of the Bank.

     6.3. Authority.  The Borrower has the power and authority to enter into and
perform this  Agreement,  the Line of Credit Note, and all other  agreements and
instruments  delivered pursuant to this Agreement,  and to incur the obligations
herein and therein provided for, and has taken all corporate action necessary to
authorize the execution,  delivery, and performance of this Agreement,  the Line
of Credit  Note,  and all such other  agreements  and  instruments  executed  in
connection therewith.

     6.4. Binding Obligations.  This Agreement, the Line of Credit Note, and all
other agreements and instruments delivered pursuant to this Agreement constitute
the valid and legally  binding  obligations of the Borrower and are  enforceable
against the  Borrower  in  accordance  with their  respective  terms,  except as
limited by applicable  bankruptcy or insolvency  laws and general  principles of
equity.

     6.5.  Litigation.  There is no pending order,  notice,  claim,  litigation,
proceedings  or  investigation   against  or  affecting  the  Borrower  and  its
Subsidiaries,  whether or not  covered by  insurance,  that  would  involve  the
payment of $75,000.00 or more if adversely determined.

     6.6.  Liens.  The Borrower and its  Subsidiaries  have good and  marketable
title to all of their assets,  subject to no security  interest,  encumbrance or
lien, or claim of any third person,  except for liens which are being terminated
pursuant to this Agreement and Permitted Liens.

     6.7. Indebtedness.  Except as set forth in Exhibit 6.7 attached hereto, the
Borrower  and its  Subsidiaries  have no  material  Indebtedness  of any nature,
including,  but without  limitation,  liabilities  for taxes and any interest or
penalties relating thereto, except to the extent as disclosed in or permitted by
this Agreement;  the Borrower does not know and has no reasonable ground to know
of any basis for the  assertion  against  it or any of its  Subsidiaries  of any
material  Indebtedness  of any nature not so  disclosed  in or permitted by this
Agreement.



                                       11
<PAGE>

     6.8. Taxes. The Borrower and its Subsidiaries have filed all federal, state
and local tax returns and other  reports the Borrower and its  Subsidiaries  are
required  by  applicable  Laws to file  prior to the date  hereof  and which are
material to the conduct of their respective  businesses,  have paid or caused to
be paid all taxes,  assessments and other governmental  charges that are due and
payable  prior to the date  hereof,  and have made  adequate  provision  for the
payment  of such  taxes,  assessments  or  other  charges  accruing  but not yet
payable;  and the  Borrower has no knowledge  of any  deficiency  or  additional
assessment  in a  materially  important  amount in  connection  with any  taxes,
assessments  or  charges  not  provided  for on its  books  or the  books of its
Subsidiaries.

     6.9.  Compliance.  The Borrower and its  Subsidiaries  have complied in all
material   respects  with  all   applicable   Laws  with  respect  to:  (i)  any
restrictions,  specifications, or other requirements pertaining to products that
the  Borrower  or its  Subsidiaries  produces or sells or to the  services  each
performs;  (ii) the conduct of the business of the Borrower and its Subsidiaries
including  all  applicable   local,   state  and  Federal  Laws   pertaining  to
environmental  protection and the storage and disposal of hazardous wastes;  and
(iii) the use,  maintenance,  and operation of the real and personal  properties
owned or leased by the  Borrower  or its  Subsidiaries  in the  conduct of their
respective  businesses.  Each consent,  approval or authorization of, or filing,
registration or qualification with, any entity or authority which is required to
be obtained or effected by the Borrower or its  Subsidiaries  in connection with
the  execution  and  delivery  of  this  Agreement  and  or the  undertaking  or
performance of any obligation  hereunder or thereunder has been duly obtained or
effected.

     6.10. Contracts.  To the best of the Borrower's knowledge,  (i) all parties
to all material leases, contracts and other commitments to which the Borrower is
a party have  complied in all  material  respects  with the  provisions  of such
material leases,  contracts and other  commitments;  (ii) no party is in default
under  any of the  provisions  of such  material  leases,  contracts  and  other
commitments and no event has occurred which, but for the giving of notice or the
passage of time, or both, would constitute a default;  and (iii) the Borrower is
not a party to any agreement or subject to any charter or corporate restrictions
which  materially  and  adversely  affects  its  business,  property,  assets or
operations.

     6.11.  ERISA.  All  Employee  Benefit  Plans,  as defined  in the  Employee
Retirement  Income Security Act of 1974, as amended  ("ERISA"),  of the Borrower
meet the  minimum  funding  standards  of  Section  302 of  ERISA to the  extent
applicable,  and no Reportable  Event or Prohibited  Transaction,  as defined in
ERISA, has occurred with respect to any such Plan.

     6.12.  Patents and  Franchises.  The Borrower and each of its  Subsidiaries
owns or has a valid  right  to use  the  patents,  patent  rights  or  licenses,
trademarks,  trademark  applications,  trademark rights and trade names or trade
name rights or  franchises  now being used or necessary to conduct its business,
and the conduct of its  business as now operated  does not  conflict  with valid
patents, patent rights or licenses,  trademarks, trade name rights or franchises
of others in any manner that could materially adversely affect in any manner the
business or assets or condition, financial or otherwise, of the Borrower.

     6.13. Hazardous Waste. No oil, asbestos, hazardous waste or other hazardous
materials are or to the best of the  Borrower's  knowledge  have been present on
any premises  occupied by the  Borrower,  except in compliance  with  applicable
Laws. The Borrower has received no notice of a violation of environmental law or
regulation from the United States  Environmental  Protection Agency or any local


                                       12
<PAGE>

agency having jurisdiction over environmental laws or hazardous  substances with
respect  to the  premises  currently  occupied  by the  Borrower  and any of its
Subsidiaries.

     6.14.  Representations.  No  representation  or  warranty  by the  Borrower
contained  herein  or in any  certificate  or other  document  furnished  by the
Borrower pursuant hereto contains any untrue statement of material fact or omits
to state a material fact necessary to make such  representation  or warranty not
misleading in light of the circumstances under which it was made.

     6.15.  Subsidiaries.  Each Subsidiary of the Borrower,  the jurisdiction in
which each such Subsidiary is  incorporated,  the principal  office of each such
Subsidiary and the capital stock in each such  Subsidiary  owned by the Borrower
are as set forth in Exhibit 6.15 hereto;  each Subsidiary is a corporation  duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
jurisdiction  of its  incorporation  and,  except as set forth in  Exhibit  6.15
hereto,  those  other  jurisdictions  where the  conduct of its  business or the
operation of its properties requires qualification;  and each Subsidiary has the
corporate  power and authority to own its  properties  and assets and to conduct
its business as heretofore conducted.

     6.16.  Financial  Statements.  The historical audited financial  statements
furnished  to the Bank by the Borrower  have been  prepared in  accordance  with
generally accepted accounting  principles  consistently  applied and they fairly
present in all material  respects the  financial  position of Borrower as of the
dates thereof and the results of operations of Borrower for the periods included
therein;  and, since the respective dates of the financial  statements there has
been no material  adverse change in the financial  condition of the Borrower and
its  Subsidiaries  and there has been no transaction  other than in the ordinary
course of business of the Borrower and its Subsidiaries.

     6.17. Equipment.  The Equipment is in the possession of the Borrower at the
Borrower's  Address  or at the  locations  listed on  Exhibit  6.1;  none of the
Equipment  constitutes  a fixture  as such term is defined  by  applicable  law,
unless the Bank has  received  disclaimers  and  waivers  necessary  to make the
security  interest in the Equipment valid against the Borrower and other persons
holding an interest in such real estate.

     6.18.  Investment Company. The Borrower is not an "investment company" or a
company  "controlled" by an "investment  company",  as such terms are defined in
the Investment Company Act of 1940, as amended.

     6.19.  Year 2000  Compliance.  The Borrower  represents and warrants to the
Bank (which  representation  and warranty  shall survive the making of the Loan)
that the Borrower has taken all necessary action to assess, evaluate and correct
all  of  the  hardware,  software,  embedded  microchips  and  other  processing
capabilities is uses, directly or indirectly,  to ensure that it will be able to
function accurately and without interruption or ambiguity using date information
from and after January 1,2000.

     7. NEGATIVE COVENANTS

     The  Borrower  agrees  that during the term of this  Agreement  and so long
thereafter as any Obligations remain outstanding,  the Borrower will not without
the prior written consent of the Bank:



                                       13
<PAGE>

     7.1.  Changes.  Make any fundamental  change in its business  activities or
enter  into  any  merger  or  consolidation  or  effect  any  reorganization  or
recapitalizations.

     7.2. Liens. Mortgage,  pledge, grant or permit to exist a security interest
in or lien or encumbrance upon any of its assets or property,  real or personal,
tangible or intangible, now owned or hereafter acquired, except Permitted Liens.

     7.3. Guarantees.  Assume, indorse, guarantee or otherwise become liable for
or upon the obligations of any person, partnership, corporation or other entity,
other than  endorsements  of commercial  paper for  collection or deposit in the
ordinary course of business and guaranties in favor of the Bank.

     7.4.   Indebtedness.   Incur,  create,   assume  or  permit  to  exist  any
Indebtedness  or  liability  except:  (i)  Indebtedness  to the  Bank;  (ii) now
existing Indebtedness secured by Permitted Liens; and (iii) accounts payable and
trade payables  incurred in the ordinary course of business;  (iv)  subordinated
debt on terms acceptable to the Bank; and (v) indebtedness  existing on the date
hereof and set forth on Exhibit 6.7.

     7.5.  Capital Stock.  Redeem,  sell,  purchase or retire any of the capital
stock or equity  securities  of the  Borrower,  or declare or pay any  dividends
(other than stock dividends), or make any other payment or distribution upon any
of the  capital  stock  of the  Borrower,  except  to  former  shareholders  and
noteholders of CareCentric Solutions, Inc.

     7.6.  Loans.  Make any  investment  in, or make any loan or advance to, any
person,  partnership  or  corporation,   including  officers,   shareholders  or
directors of the Borrower,  except for  extensions of credit to its customers on
commercially  reasonable  terms and conditions  and in accordance  with industry
standards or loans to Borrower's  employees  from 401(k)  employee  benefit plan
funds for which Borrower is deemed by law to be the lender.

     7.7.  Investments.  Purchase  or  otherwise  invest in or hold  securities,
non-operating   real  estate  or  other  nonoperating   assets,   except  direct
obligations  of the  United  States of  America  or  certificates  of deposit or
equivalent securities issued by the Bank.

     7.8. Disposition of Property. Enter into any sale leaseback transaction, or
sell,  lease,  transfer or otherwise  dispose of all or any  Collateral,  except
sales of Inventory  in the  ordinary  course of business and except for obsolete
Equipment  which is immediately  replaced with new Equipment of equal or greater
value.

     7.9.  Margin Stock.  Directly or indirectly use or apply all or any portion
of the proceeds of any loans by the Bank to purchase or carry any "margin stock"
within the  meaning of  Regulation  U of the Board of  Governors  of the Federal
Reserve System, or any regulations,  interpretations or rulings  thereunder,  as
amended.

     7.10.  Diversion  of  Business.  Divert to any  Affiliate  any  business or
opportunity  for  business  of a type  normally  conducted  or  capable of being
conducted by the Borrower,  unless for  transactions  in the ordinary  course of
business,  upon fair and reasonable terms that are no less favorable to Borrower
then would be obtained in an arms-length transaction with a non-Affiliate.



                                       14
<PAGE>

     7.11.  Representations.  Furnish the Bank any certificate or other document
that  contains any untrue  statement of material fact or that omits any material
fact  necessary to make the  statements  contained in such  certificate or other
document  not  misleading  in  light  of the  circumstances  under  which it was
furnished.

     7.12.  Other  Agreements.  Enter  into any  other  contract,  agreement  or
transaction  which  materially and adversely  affects the  Borrower's  business,
property, assets, operations, condition (financial or otherwise), the Collateral
(the consent to which shall not be unreasonably  withheld by the Bank), or enter
into any other contract, agreement or transaction which materially and adversely
affects  the  Borrower's  ability  to  repay  the  Obligations  or  perform  its
obligations under this Agreement.

     8. AFFIRMATIVE COVENANTS

     The Borrower hereby covenants and agrees with the Bank that it will, during
the term of this  Agreement  and so long  thereafter as any  Obligations  remain
outstanding:

     8.1.  Use of Loan  Proceeds.  The  proceeds of the Loan will be used by the
Borrower solely for general working capital purposes.

     8.2. Financial Statements. Furnish the Bank:

          (a) On a monthly basis, with internally prepared financial statements,
including monthly accounts receivable aging reports;

          (b) Within  ninety (90) days after the last day of each Fiscal Year of
the  Borrower,  a  financial  statement,  including a balance  sheet,  a related
statement of income and liabilities,  including contingent liabilities, a source
and use of funds  statement and a statement of changes in financial  position of
the  Borrower  and its  Subsidiaries,  if any,  each  prepared  and  audited  in
reasonable  detail  and  in  accordance  with  generally   accepted   accounting
principles  consistently  applied,  and audited by a certified public accountant
acceptable to the Bank, and to be  accompanied by a copy of any report  rendered
to management in connection with such report, by detailed  schedules of expenses
and income,  and by a  certification  executed  under the pains and penalties of
perjury by the  Borrower's  Chief  Financial  Officer  that,  to the best of his
knowledge,  there had occurred no Event of Default or any event,  which with the
giving  of  notice  or lapse of time,  would be an Event of  Default  or, if the
contrary  had  appeared  from their  examination,  to state  facts found by them
(including  without  limitation any Reportable  Event or Prohibited  Transaction
under  ERISA  affecting  the  Borrower  or  any  employee  benefit  plan  of the
Borrower);

          (c) Within thirty (30) days of the due date,  including any extensions
timely filed,  for all annual state and federal tax returns of the  Borrower,  a
copy of such  annual  state and federal  tax  returns of the  Borrower  for such
Fiscal Year; and

          (d) Promptly and in form  reasonably  satisfactory  to the Bank,  such
other  financial  information  as the Bank may  reasonably  request from time to
time.

     8.3. Insurance. Maintain casualty insurance coverage on the physical assets
of the Borrower  and other  insurance  against  other  risks,  including  public
liability and product  liability  insurance in such amounts and of such types as


                                       15
<PAGE>

are  ordinarily  carried by similar  businesses,  but in no event shall casualty
insurance  coverage  be in an  amount  less  than the  replacement  value of the
physical  assets of the  Borrower.  In the event of  acquisition  of  additional
assets or incurrence of additional risks of any nature, the Borrower shall cause
such  insurance  coverage to be  increased or amended in such manner and to such
extent as prudent business  judgment would dictate.  In the case of all policies
insuring  property in which the Bank shall have a security  interest of any kind
whatsoever,   all  insurance  policies  shall  provide  that  the  loss  payable
thereunder  shall be payable to the Borrower and the Bank,  as their  respective
interests may appear.  Borrower  shall provide an insurance  certificate  to the
Bank annually  specifying such coverage.  Said policies shall contain provisions
that no such  insurance  may be canceled or decreased  without  thirty (30) days
prior written notice to the Bank.

     8.4.  Access  to  Collateral.  Permit  the  Bank,  through  its  authorized
attorneys,  accountants and  representatives,  to examine the Collateral and the
books, accounts,  records, computer tapes and discs, ledgers and assets of every
kind and  description  of the Borrower and its  Subsidiaries  at all  reasonable
times, and at the Borrower's expense, at least annually,  but no more frequently
than quarterly,  except in the Event of Default in which event the Bank's access
shall be unlimited,  permit the Bank to audit such records and to send a request
to account debtors for verifications of Receivables.

     8.5.  Notices.  Promptly  notify the Bank of any  condition  or event which
constitutes, or would constitute with the passage of time or giving of notice or
both,  an Event of Default;  notify the Bank at least ten (10) days prior to the
filing by the Borrower or any of its Subsidiaries of a petition for relief under
any bankruptcy or insolvency  law; and promptly inform the Bank of any events or
changes in the business, properties or condition,  financial or otherwise of the
Borrower,  which  individually  or  cumulatively  when  viewed in light of prior
financial  statements,  may result in a material adverse change in the financial
condition of the Borrower.

     8.6.  Corporate  Qualification.  Maintain in good  standing  its  corporate
existence in its state of incorporation and its status as a foreign  corporation
qualified  to do  business in those  jurisdictions  where the  Borrower  and its
Subsidiaries  are or may later be  qualified,  except  for  changes  based  upon
Borrower  or  its  Subsidiaries  no  longer  transacting   business  in  certain
jurisdictions,  in which event Borrower shall notify the Bank within thirty (30)
days of the expirations of such qualification.

     8.7.  ERISA.  If the  Borrower  or any  Subsidiary  shall now or  hereafter
maintain an employee benefit plan covered by Section 402l(a) of ERISA,  relating
to plan termination  insurance,  the Borrower shall: (a) furnish the Bank a copy
of each annual report, together with any schedules or other attachments thereto,
required  to be filed  with the  Secretary  of Labor or any  other  governmental
official  pursuant  to ERISA;  (b)  furnish  the Bank a copy of any  notice of a
reportable  event  required  to be  furnished  to the Pension  Benefit  Guaranty
Corporation  ("PBGC") or other  governmental  agency; (c) notify the Bank of the
filing of the notice with the PBGC  pursuant  to Section  4041 of ERISA that the
plan is to be  terminated;  and (d)  notify the Bank of the  institution  of any
proceedings by the PBGC under Section 4042 of ERISA promptly after the filing of
such reports or notices or institution of such proceedings.

     8.8. Governmental Contracts. Notify the Bank immediately if any Receivables
in any instance in excess of $25,000.00, arise out of contracts between Borrower
and the United States or any department,  agency or instrumentality thereof and,


                                       16
<PAGE>

after request by the Bank, execute any instruments and take any steps to perfect
the  assignment of the rights of the Borrower to the Bank as required  under the
Federal Assignment of Claims Act or any similar act or regulation.

     8.9. Names and Addresses. Notify the Bank within fifteen (15) days prior to
(i) the use of any new "trade  names";  or (ii) any change in the address of the
chief  executive  office  and/or  chief place of business of the Borrower or the
location of any Collateral or of any records pertaining to the Receivables.

     8.10.  Receivables.  At such regular  intervals  as the Bank may  hereafter
reasonably  determine  (but not more often than  monthly),  the  Borrower  shall
provide the Bank, at its request,  with the following  information and documents
concerning  Receivables:   confirmatory  assignment  schedules;  copies  of  all
invoices  relating  to the  Receivable;  evidence  of  shipment  or  delivery of
Inventory;  and,  such  further  information  and/or  schedules  as the Bank may
reasonably require, all in form satisfactory to the Bank.

     8.11. Records. Keep complete and accurate books and records with respect to
the business of the Borrower and its Subsidiaries and the Collateral, consistent
with good business  practice  including current stock, cost and sales records of
Inventory,   accurately  itemizing  and  describing  the  kinds  and  types  and
quantities of Inventory, and the cost and selling price thereof.

     8.12. Additional Assurances. At any time and from time to time upon request
of the  Bank,  (i)  execute  and  deliver  to the  Bank,  in form and  substance
satisfactory  to the Bank,  any  financing  statements  (including  a copy of an
executed financing  statement or this Agreement,  which shall be sufficient as a
financing  statement)  and  instruments  of  assignment  as the Bank  shall deem
necessary  or  desirable  to perfect,  preserve  or enforce the Bank's  security
interest hereunder,  (ii) cause any chattel paper included in the Receivables to
be delivered to the Bank or its designated agent, and (iii) cause an appropriate
legend referring to the Bank's security interest  hereunder to be placed on such
chattel paper and ledgers and records relating to the Receivables.

     8.13. Indemnification.  Indemnify and hold the Bank harmless from any claim
or claims for injury or damage to persons or  property  which may arise in or on
or about the premises of the Borrower.

     8.14. [RESERVED]

     8.15.  Laws.  Comply in all material  respects with all applicable Laws and
regulations,  whether now in effect or hereafter  enacted or  promulgated by any
governmental  authority having  jurisdiction  over the Borrower,  the Borrower's
Subsidiaries, or their operations or assets.

     8.16. Taxes. Pay or deposit promptly when due all sales, use, excise,  real
and personal  property,  income,  withholding,  corporate,  franchise  and other
taxes, assessments and governmental charges upon or relating to its ownership or
use of any of the Collateral or its income,  or the operation of its business or
otherwise,  for which the  Borrower is or may be liable,  unless the Borrower is
contesting  the payment of such taxes in good faith  diligently  pursued and has
set aside an adequate reserve on its books therefor.

     8.17. Banking. Maintain its principal checking and business accounts at the
Bank and use the Bank as its principal depository.



                                       17
<PAGE>

     9. EVENTS OF DEFAULT AND ACCELERATION

     9.1. Events of Default.  The occurrence of any one or more of the following
events shall constitute an Event of Default hereunder:

          (a) Nonpayment of any installment of principal  and/or interest and/or
any other sum due under the Line of Credit  Note,  this  Agreement  or any other
Obligations when the same shall become due and payable and such nonpayment shall
have continued for more than five (5) days;

          (b) The Borrower  shall fail to observe or perform any other  covenant
or agreement to be observed or performed by the Borrower  hereunder or under any
agreement,  note or  instrument  heretofore,  now or  hereafter  executed by the
Borrower in favor of or assigned to the Bank and such failure shall continue for
thirty (30) days after (i) notice of such failure from the Bank or (ii) the Bank
is notified of such failure or should have been notified pursuant to Section 8.5
hereof, whichever is earlier;

          (c) The cancellation,  lapse, or termination of any insurance coverage
required to be maintained by the Borrower under this Agreement;

          (d) A default  under any  document,  agreement  or  instrument  now or
hereafter  evidencing or securing any other  Obligation or  Indebtedness  of the
Borrower now existing or hereafter arising in an amount of $75,000.00 or more;

          (e) A default under any document,  agreement or instrument  evidencing
any obligation or indebtedness  secured in whole or in part by any or all of the
Collateral;

          (f) Breach of, or the  proving  false or  misleading  in any  material
respect of any  representation or warranty now or hereafter made to the Bank by,
on behalf of, or for the benefit of the Borrower or the Guarantor,  or contained
in:

               (i)  this  Agreement,  the  Line of  Credit  Note,  the  Guaranty
Agreement, and the Subordination Agreements;

               (ii)  any  loan  application,   statement,  financial  statement,
certificate  or other  document,  agreement or instrument  furnished,  signed or
executed  in  connection  herewith  by, on behalf of, or for the  benefit of the
Borrower;

          (g) (i) The insolvency or inability of the Borrower, the Guarantor, or
any other person,  corporation or entity now or hereafter liable,  absolutely or
contingently,  for the whole or any part of the Note (hereinafter referred to as
"Other  Liable  Party")  to pay its  respective  debts  as they  mature,  or the
appointment of a receiver,  trustee,  custodian or other fiduciary,  for, or for
any of the property of, or an assignment for the benefit of creditors by, or the
making of or  entering  into a trust  mortgage  or deed or other  instrument  or
similar import for the benefit of creditors by the Borrower,  the Guarantor,  or
any Other Liable Party;  or the convening of a meeting of the creditors,  or the
selection  of a  committee  representing  the  creditors  of the  Borrower,  the
Guarantor, or any Other Liable Party; or



                                       18
<PAGE>

               (ii)  The  filing  of a  petition,  complaint,  motion  or  other
pleading seeking any relief under any receivership, insolvency, or debtor relief
law, or seeking any readjustment of indebtedness,  reorganization,  composition,
extension of any similar type of relief, or the filing of a petition, complaint,
or motion  under any chapter of the  Federal  Bankruptcy  Code,  as the same now
exists or may hereafter be amended (the "Code"), by the Borrower,  the Guarantor
or any Other Liable Party; or

               (iii)  The  filing  of a  petition,  complaint,  motion  or other
pleading seeking any relief under any receivership, insolvency, or debtor relief
law,  or  under  any  chapter  of the  Code,  or  seeking  any  readjustment  of
indebtedness,  reorganization,  composition,  extension  or any similar  type of
relief,  or the entry of any order for  relief  under any  chapter  of the Code,
against the Borrower, the Guarantor or any Other Liable Party;

     Provided,  however,  that if the Borrower shall immediately notify the Bank
in writing of the filing of any petition,  complaint,  motion or other  pleading
against the Borrower, the Guarantor or any Other Liable Party referred to in the
above paragraph (iii), and shall provide evidence  satisfactory to the Bank that
the Borrower,  the Guarantor or such Other Liable Party, as the case may be, has
in good faith and  within  ten (10) days after the filing of any such  petition,
complaint,  motion or other pleading filed an answer  thereto  contesting  same,
then there shall be no Event of Default under the above subparagraph (iii) until
the  earliest  of (1) the entry of an order for relief or a  judgment  under any
proceedings  referred  to in  such  subparagraph  (iii),  the  appointment  of a
receiver in any such  proceeding or (3) the expiration of a period of sixty (60)
days at the end of which  such  petition,  complaint,  motion or other  pleading
remains undismissed; or

               (iv) The entry of any  judgment  against,  or the  attachment  or
garnishment  of any of the  property,  goods or credits  of, the  Borrower,  the
Guarantor or any Other Liable Party which remains unpaid, unstayed,  undismissed
or  unbonded  for a  period  of  thirty  (30)  days;  or if any  foreclosure  is
instituted (by judicial  proceedings,  by  publication  of notice  pursuant to a
power of sale or otherwise)  against the Borrower under any mortgage or security
agreement given by the Borrower and remains  undismissed or not terminated for a
period of thirty (30) days; or

               (v) The  dissolution,  liquidation or termination of existence of
the  Borrower,  the  Guarantor  or any Other Liable  Party  (including  death or
disability,  if the  Borrower,  the  Guarantor  or any Other  Liable Party is an
individual);

          (h) Any  material  adverse  change in the  financial  condition of the
Borrower, the Guarantor or any Other Liable Party;

          (i) The  occurrence of any event or  circumstance  with respect to the
Guarantor or any Other Liable Party such that the Bank  reasonably  deems itself
insecure;

          (j) A change of control of the Borrower;

          (k) The Guaranty  Agreement shall cease to be in full force and effect
or the  Guarantor  shall so assert in writing or a default shall occur under the
Guaranty Agreement; or



                                       19
<PAGE>

          (l) The failure of the Borrower to deliver the Subordination Agreement
of O'Donnell in form reasonably  satisfactory to the Bank within sixty (60) days
from the date hereof.

     9.2. Acceleration. Immediately and without notice upon the occurrence of an
Event of Default  specified  in  Section  9.1,  at the  option of the Bank,  all
Obligations,  whether hereunder or otherwise,  shall immediately  become due and
payable without presentment, demand, protest or notice of any kind, all of which
are  hereby  expressly  waived by the  Borrower  and the  Guarantor.  The Bank's
failure to exercise  such option  shall not  constitute a waiver of the right to
exercise it at any other time.

     10. RIGHTS AND REMEDIES

     10.1. Remedies.  Upon an Event of Default and at any time thereafter during
the  continuance  of such Event of  Default,  the Bank shall have the right,  in
addition to its remedies  under the Uniform  Commercial  Code as in force in the
Commonwealth of Massachusetts, and the Bank and any officer or agent of the Bank
is hereby constituted and appointed as true and lawful  attorney-in-fact  of the
Borrower with power, exercisable only after an Event of Default has occurred and
is  continuing,  to: (i) notify or require  the  Borrower  to notify any and all
account debtors that the Receivables  have been assigned to the Bank and/or that
the Bank has a security  interest in the  Receivables;  (ii) endorse the name of
the Borrower upon any notes, checks, acceptances,  drafts, money orders or other
instruments of payment (including  payments to Borrower made under any policy of
insurance or any tax refund) or Receivables that may come into possession of the
Bank in full or part  payment  of any amount  owing to the Bank;  (iii) sign and
endorse the name of the Borrower upon any invoice, freight or express bill, bill
of lading,  storage  or  warehouse  receipt,  draft  against an account  debtor,
assignment,  verification  and notice in connection  with any Collateral and any
instrument or document  relating  thereto or to rights of the Borrower  therein;
(iv) send requests for verifications of Receivables to account debtors;  and (v)
sell,  assign,  sue for, collect or compromise payment of all or any part of the
Collateral  in the name of the  Borrower  or in its own name,  or make any other
disposition of Collateral,  or any part thereof,  which  disposition  may be for
cash,  credit or any combination  thereof,  and the Bank may purchase all or any
part of the  Collateral at public or, if permitted by law,  private sale, and in
lieu of actual  payment of such purchase  price,  may set-off the amount of such
price  against  the  Obligations;  the  Borrower  granting  to the Bank,  as the
attorney-in-fact  of the Borrower,  full power of substitution and full power to
do any and all things  necessary  to be done in and about the  premises as fully
and effectually as the Borrower might or could do but for this appointment,  and
hereby ratifying all that said attorney-in-fact shall lawfully do or cause to be
done by virtue hereof and  consistent  with the provisions  hereof.  Neither the
Bank nor its agents  shall be liable for any acts or  omissions or for any error
of judgment or mistake of fact or law in its  capacity as such  attorney-in-fact
other than for acts of willful  misconduct  or gross  negligence.  This power of
attorney is coupled with an interest and shall be irrevocable during the term of
this Agreement and so long as any Obligations shall remain outstanding.

     10.2.  Set-off.  The Bank shall have a right to set-off,  without notice to
the Borrower,  any and all deposits or other sums at any time or times  credited
by or due from the Bank to the Borrower.

     10.3.  Remedies  Cumulative.  The  Bank  shall  have  with  respect  to the
Collateral,  in  addition to any other  rights and  remedies  contained  in this
Agreement,  and  any  other  agreements,   guarantees,  notes,  instruments  and
documents,  now or at any time or times  hereafter  executed by the Borrower and
delivered to the Bank,  all of the rights and remedies of a secured  party under
the Uniform  Commercial Code in force in the Commonwealth of Massachusetts,  all


                                       20
<PAGE>

of which rights and remedies shall be  cumulative,  and none  exclusive,  to the
extent permitted by law.

     10.4. The Borrower's Waiver. In the event the Bank seeks to take possession
of  any or  all  of  the  Collateral  by  court  process,  the  Borrower  hereby
irrevocably  waives  any  bonds  and any  surety or  security  relating  thereto
required  by any  statute,  court  rule  or  otherwise  as an  incident  to such
possession,  and waives any demand for possession  prior to the  commencement of
any suit or action to recover with respect thereto.

     10.5. Miscellaneous.  Any notice required to be given by the Bank of a sale
or other  disposition or other  intended  action by the Bank with respect to any
disposition  of any of the  Collateral,  or  otherwise,  made to the Borrower in
accordance with the terms of this Agreement at least ten (10) days prior to such
proposed action,  shall constitute fair and reasonable notice to the Borrower of
any such  action.  The net  proceeds  realized by the Bank upon any such sale or
other  disposition,  after  deduction  of the  expenses  of  retaking,  holding,
preparing for sale,  selling or the like and reasonable  attorneys' fees and any
other expenses incurred by the Bank, shall be applied toward satisfaction of the
Obligations  hereunder.  The Bank shall  account to the Borrower for any surplus
realized  upon such sale or other  disposition  and the  Borrower  shall  remain
liable for any deficiency.  The commencement of any action,  legal or equitable,
shall not affect the security  interest of the Bank in the Collateral  until the
Obligations hereunder or any judgment therefor are fully paid.

     10.6. Insurance.  If the Borrower shall at any time or times hereafter fail
to obtain and maintain any of the policies of insurance  required  under Section
8.3 hereof,  or fail to pay any premium in whole or in part relating to any such
policies,  the Bank may, but shall not be obligated to, obtain and/or cause such
insurance  to be  maintained,  including,  at the Bank's  option,  the  coverage
provided by all or any of the  policies of the  Borrower and pay all or any part
of the premium thereunder, without waiving any Event of Default by the Borrower,
and any sums so disbursed  by the Bank shall be  additional  Obligations  of the
Borrower to the Bank payable on demand. Upon the occurrence and the continuation
of an Event of Default,  the Bank shall have the right to settle and  compromise
any and all  claims  affecting  the  Collateral  and  arising  under  any of the
policies required to be maintained by the Borrower hereunder, to demand, receive
and receipt for all monies payable thereunder, and to execute in the name of the
Borrower or the Bank or both any proof of loss,  notice or other  instruments in
connection with such policies or any loss thereunder.

     11. GENERAL PROVISIONS

     11.l. No Waiver.  The failure of the Bank at any time or times hereunder to
require strict performance by the Borrower of any of the provisions, warranties,
terms and  conditions  contained in this  Agreement  or in any other  agreement,
guaranty,  note,  instrument  or document now or at any time or times  hereafter
executed by the  Borrower and  delivered to the Bank shall not waive,  affect or
diminish any right of the Bank at any time or times  hereafter to demand  strict
performance thereof; and no rights of the Bank hereunder shall be deemed to have
been  waived  by any act or  knowledge  of the Bank,  its  agents,  officers  or
employees, unless such waiver is contained in an instrument in writing signed by
an officer of the Bank and  directed to the  Borrower  specifying  such  waiver.
Except to extent expressly set forth in writing, no waiver by the Bank of any of
its  rights  shall  operate as a waiver of any other of its rights or any of its
rights on a future occasion.



                                       21
<PAGE>

         11.2.  Notices.  Any demand or notice required or permitted to be given
hereunder  shall be deemed  effective  (i) when  deposited in the United  States
mail, and, except as otherwise provided in Section 2.5 hereof, sent by certified
mail, return receipt requested, postage prepaid, or (ii) within one (1) business
day after delivery to a nationally  recognized  courier service,  in either case
addressed to the Bank at the Bank's Address or to the Borrower at the Borrower's
Address (and if to the Borrower  with a copy to Sherman A. Cohen,  Esq.,  Arnall
Golden & Gregory,  LLP, 2800 One Atlantic  Center,  1201 West Peachtree  Street,
Atlanta,  Georgia 30309-3450,  telecopier number (404) 873-8631), as applicable,
or to such other  address as may be  provided by the party to be notified on ten
(10) days' prior notice to the other party.

     11.3. Entire Agreement.  This Agreement  contains the entire  understanding
between the parties hereto with respect to the transactions  contemplated herein
and such  understanding  shall not be modified except in writing signed by or on
behalf of the parties hereto.

     11.4.  Interest Rate Limitation.  Anything to the contrary herein or in the
Line of Credit  Note  notwithstanding,  in no event shall the amount of interest
payable with respect to the outstanding  principal  balance of the  Obligations,
together  with all other  charges  which are  required to be treated as interest
under  applicable  usury Laws,  exceed the amount of interest  allowable by such
Laws. Any change in the applicable Laws or the maximum rate thereunder  shall be
effective as to the determination of the amount of allowable  interest as of the
effective date of such change.  In the event that any sum is collected in excess
of the applicable  allowable rate, the excess amount  collected shall be applied
to reduce the principal debt.

     11.5. Construction of Agreement.  Wherever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable  Laws;  should any portion of this Agreement be declared  invalid for
any reason in any  jurisdiction,  such declaration shall have no effect upon the
remaining  portions  of  this  Agreement,  furthermore,  the  entirety  of  this
Agreement shall continue in full force and effect in all other jurisdictions and
said  remaining  portions  of this  Agreement  shall  continue in full force and
effect in the subject  jurisdiction  as if this Agreement had been executed with
the invalid portions thereof deleted.

     11.6.  Assignment.  The provisions of this Agreement  shall be binding upon
and shall inure to the benefit of the successors and assigns of the Bank and the
Borrower,  provided,  however,  the Borrower may not assign any of its rights or
delegate any of its obligations  hereunder  without the prior written consent to
the Bank. The Bank, may from time to time, without notice to the Borrower, sell,
assign,  transfer  or  otherwise  dispose of all or any part of the  Obligations
and/or the  security  therefor.  In such  event,  each and every  immediate  and
successive purchaser,  assignee,  transferee or holder of all or any part of the
Obligations and/or such security shall have the right to enforce this Agreement,
by legal action or otherwise, for its own benefit as fully as if such purchaser,
assignee,  transferee  or holder  were  herein by name  specifically  given such
right.

     11.7. Governing Law. This Agreement is and shall be deemed to be a contract
entered into and made pursuant to the laws of the  Commonwealth of Massachusetts
and shall in all  respects  be  governed,  construed,  applied  and  enforced in
accordance  with  the  Laws of said  State  applicable  to  contracts  executed,
delivered and to be performed therein.



                                       22
<PAGE>

     11.8. Legal Actions. The Borrower,  to the extent it may lawfully do so, as
to any legal action or proceeding  arising out of or based upon this  Agreement,
(i) hereby  submits to the  jurisdiction  of, and waives all objections to venue
in, the federal or state courts sitting within the Commonwealth of Massachusetts
and any court from which an appeal  might be taken  from such  courts,  and (ii)
WAIVES TRIAL BY JURY.

     11.9.  Attorney's  Fees.  If,  prior  hereto  and/or  at any  time or times
hereafter,  the Bank shall employ counsel in connection  with the preparation of
this Agreement, the execution and consummation of the transactions  contemplated
by this Agreement, the preparation and review of amendments to this Agreement or
of waivers or  consents  incident  to this  Agreement,  or to enforce any of the
Bank's rights with respect to the Obligations,  all of the reasonable attorneys'
fees arising from such  services,  and any expenses,  costs or charges  relating
thereto, shall be payable by the Borrower upon the Bank's demand.

     11.10.  Joint and Several  Liability.  All  obligations of Simione  Central
Holdings,  Inc., Simione Central National,  LLC, and Simione Central Consulting,
Inc.  hereunder  shall be joint and several.  Simione  Central  Holdings,  Inc.,
Simione Central National, LLC, and Simione Central Consulting,  Inc. acknowledge
that the Loan and any  advances  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 Simione Central
Holdings,  Inc., Simione Central National,  LLC, and Simione Central Consulting,
Inc. owed to the Bank, which  Obligations shall all be secured by the Collateral
described herein.

                      [THIS SPACE INTENTIONALLY LEFT BLANK]



                                       23
<PAGE>



     IN WITNESS  WHEREOF,  the Borrower and the Bank have executed this Loan and
Security Agreement, as a sealed instrument, on the date first above written.

WITNESS:                            Simione Central Holdings, Inc.


_________________________           _______________________________________
                                    By: R. Bruce Dewey, President


                                    Simione Central Consulting, Inc.


_________________________           _______________________________________
                                    By: R. Bruce Dewey, Vice President


                                    Simione Central National, LLC

                                    By: SC Holding, Inc., a Georgia corporation,
                                        its sole member and manager


_________________________               ___________________________________
                                        By: R. Bruce Dewey, President


                                    Wainwright Bank & Trust Company


_________________________           _______________________________________
                                    By: Michael F. Lindberg,
                                        Senior Vice President




                                       24
<PAGE>




                                STATE OF GEORGIA

_______________,ss                                                 July 10, 2000

          Then  personally  appeared R. Bruce  Dewey,  as  President  of Simione
Central Holdings,  Inc., as Vice President of Simione Central Consulting,  Inc.,
and as President of SC Holding,  Inc, sole member and manager of Simione Central
National,  LLC, as aforesaid,  and acknowledged the foregoing  instrument by him
executed  to be his free  act and  deed  and the  free  act and deed of  Simione
Central Holdings,  Inc, Simione Central Consulting,  Inc., and SC Holding, Inc.,
as sole member and Manager of Simione Central National, LLC, before me



                                     _____________________________________
                                     Notary Public:

                                     My Commission Expires:




<PAGE>





                                  EXHIBIT INDEX


Exhibit 1.19                Line of Credit Note

Exhibit 1.25                Equipment Leases

Exhibit 6.1                 Names, Tradenames and Addresses

Exhibit 6.15                Subsidiaries

Exhibit 6.7                 Indebtedness





<PAGE>



                                  Exhibit 1.19
                                  ------------

                               LINE OF CREDIT NOTE
                               -------------------

$6,000,000.00                                              Boston, Massachusetts
                                                           July 10, 2000

     FOR VALUE RECEIVED, Simione Central Holdings, Inc., a Delaware corporation,
Simione Central National,  LLC, a Georgia limited liability company, and Simione
Central Consulting,  Inc., a Georgia corporation,  each having a principal place
of business  at 6600 Powers  Ferry Road,  Atlanta,  Georgia  30339  (hereinafter
collectively  referred  to as the  "Borrower"),  promises to pay to the order of
WAINWRIGHT BANK & TRUST COMPANY, a Massachusetts  banking corporation  (together
with any  subsequent  holders of this  Note,  the  "Bank"),  at its office at 63
Franklin  Street,  Boston,  Massachusetts,  02110, or at such other place as the
Bank may from  time to time  designate  in  writing,  the  principal  sum of Six
Million and 00/100 Dollars  ($6,000,000.00),  or such lesser principal amount as
shall have been advanced to the Borrower and be outstanding,  as provided in the
Loan and Security  Agreement of even date herewith,  together with interest,  in
arrears,  from the date hereof on the unpaid principal balance from time to time
outstanding  at a rate per annum equal to the rate  announced by the Bank as its
"prime rate" of interest (the "Prime Rate").  Such interest rate shall change on
the effective date of each change in the Prime Rate.

     Interest  only  shall be  payable  monthly  on the first  business  day (as
provided in the Loan and  Security  Agreement)  of each  month,  computed on the
daily average  outstanding  principal  balance of this Note as of the end of the
preceding  month,  and  shall be  payable  each and  every  month so long as any
amounts remain outstanding hereunder.

     All outstanding  principal and accrued and unpaid interest thereon shall be
paid to the Bank on the termination date as set forth in Section 2.5 of the Loan
and Security Agreement, except in the Event of Default (as set forth in the Loan
and Security  Agreement),  in which event all outstanding  principal and accrued
and unpaid  interest  thereon  shall be  immediately  due and payable  after the
expirations of any  applicable  grace periods set forth in the Loan and Security
Agreement.

     This Note may be prepaid  in the manner set forth in the Loan and  Security
Agreement.

     All  payments  hereunder  shall be  payable  in lawful  money of the United
States which shall be legal  tender for public and private  debts at the time of
payment.  Interest  shall be  calculated  on the basis of a 360-day year for the
actual  number  of days  elapsed,  including  any time  extended  by  reason  of
Saturdays, Sundays and Holidays.




<PAGE>

     The  Borrower  will  pay  on  demand  all  costs  and  expenses,  including
reasonable  attorney's  fees,  incurred  or paid by the  Bank  in  enforcing  or
collecting any of the obligations of the Borrower  hereunder or under any of the
Loan Documents as hereinafter defined.

     This Note, is executed  pursuant to, and is subject to all of the terms and
conditions  of a Loan and  Security  Agreement  dated of even date  herewith (as
amended  from time to time,  the  "Loan and  Security  Agreement")  between  the
Borrower and the Bank and is secured,  inter alia, by: (i) the Loan and Security
Agreement and Financing  Statements from the Borrower with respect to the assets
described  therein;  (ii) Guaranty of Mestek,  Inc. dated as of the date hereof;
and (iii) various other  documents,  agreements  and  instruments  (collectively
referred to as the "Loan Documents").

     All deposits or other sums at any time  credited by or due from the Bank to
the Borrower or to any  endorser or guarantor of the within Note,  and all cash,
securities,  instruments,  or other property of the Borrower or of such endorser
or  guarantor  in the  possession  of the  Bank  (whether  for  safekeeping,  or
otherwise),  shall at all times constitute  security for the within Note and for
any  and  all  liabilities  of the  Borrower  to  the  Bank  including,  without
limitation, the liability evidenced hereby, and may be applied or set off by the
Bank against such  liabilities at any time whether or not such  liabilities  are
then due or other collateral is then available to the Bank.

     All notices required or permitted to be given hereunder shall be in writing
and shall be effective when mailed,  postage prepaid, by registered or certified
mail,  addressed  in the case of the  Borrower to it at 6600 Powers  Ferry Road,
Atlanta, Georgia 30339, and in the case of the Bank to it at 63 Franklin Street,
Boston,  Massachusetts,  02110,  Attention:  Michael F.  Lindberg,  Senior  Vice
President,  or to such other address as either the Borrower or the Bank may from
time to time specify by like notice.

     All of the  provisions  of this Note shall be binding upon and inure to the
benefit  of the  Borrower  and the  Bank and  their  respective  successors  and
assigns.  This Note shall have the effect of an instrument  executed  under seal
and  shall be  governed  by and  construed  in  accordance  with the laws of the
Commonwealth of Massachusetts.

     The Borrower and every endorser and guarantor hereof hereby consents to any
extension of time of payment hereof,  release of all or any part of the security
for the payment hereof, or release of any party liable for this obligation,  and
waives presentment for payment, demand, protest and notice of dishonor. Any such
extension  or release may be made  without  notice to the  Borrower  and without
discharging its liability.

     All  obligations  of  Simione  Central  Holdings,   Inc.,  Simione  Central
National, LLC, and Simione Central Consulting, Inc. hereunder shall be joint and
several.  Simione Central Holdings,  Inc.,  Simione Central  National,  LLC, and
Simione Central Consulting,  Inc.  acknowledge that any advances hereunder shall
inure to the  benefit  of all of them.



                                       2
<PAGE>

     THE BORROWER  AGREES NOT TO SEEK A JURY TRIAL IN ANY  LAWSUIT,  PROCEEDING,
COUNTERCLAIM,  OR ANY OTHER  LITIGATION  PROCEDURE BASED UPON, OR ARISING OUT OF
ANY RELATED  INSTRUMENTS,  ANY  COLLATERAL  OR THE DEALINGS OR THE  RELATIONSHIP
BETWEEN  OR  AMONG  BORROWER  AND THE  BANK.  THE  BORROWER  SHALL  NOT  SEEK TO
CONSOLIDATE  ANY SUCH ACTION WITH ANY OTHER  ACTION IN WHICH A JURY TRIAL CANNOT
BE OR HAS NOT BEEN WAIVED.  THE  PROVISIONS  OF THIS  PARAGRAPH  HAVE BEEN FULLY
DISCUSSED BY THE BANK AND THE BORROWER; AND THESE PROVISIONS SHALL BE SUBJECT TO
NO  EXCEPTIONS.  THE  BORROWER  ACKNOWLEDGES  THAT  THE  BANK  HAS NOT  MADE ANY
REPRESENTATIONS THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED
IN ALL INSTANCES.

     IN WITNESS WHEREOF, the Borrower has caused this Note to be executed by its
corporate officer, hereunto duly authorized, under seal, on the date first above
written.

WITNESS:                          Simione Central Holdings, Inc.


__________________________        ________________________________________
                                  By: R. Bruce Dewey, its President


                                  Simione Central Consulting, Inc.


__________________________        ________________________________________
                                  By: R. Bruce Dewey, its Vice President


                                  Simione Central National, LLC

                                  By: SC Holding, Inc., a Georgia corporation,
                                      its sole member and Manager


___________________________           ____________________________________
                                      By: R. Bruce Dewey, President




                                       3
<PAGE>



                                STATE OF GEORGIA

_______________,ss                                                 July 10, 2000

     Then  personally  appeared R. Bruce Dewey,  as President of Simione Central
Holdings,  Inc., as Vice President of Simione Central  Consulting,  Inc., and as
President  of SC  Holding,  Inc,  sole  member and  manager  of Simione  Central
National,  LLC, as aforesaid,  and acknowledged the foregoing  instrument by him
executed  to be his free  act and  deed  and the  free  act and deed of  Simione
Central Holdings,  Inc, Simione Central Consulting,  Inc., and SC Holding, Inc.,
as sole member and Manager of Simione Central National, LLC, before me



                                      ____________________________________
                                      Notary Public:

                                      My Commission Expires:






<PAGE>


                                  Exhibit 1.25
                                  ------------

                                Equipment Leases
                                ----------------



<PAGE>

                                  Exhibit 6.1
                                  -----------

                              Names and Tradenames
                              --------------------

                                    Addresses
                                    ---------

                                Atlanta, Georgia
                             Pompano Beach, Florida
                                 Duluth, Georgia
                               Hamden, Connecticut
                           East Brunswick, New Jersey
                           Westborough, Massachusetts
                            Pittsburgh, Pennsylvania
                             Pleasanton, California
                                 Stafford, Texas





<PAGE>



                                  Exhibit 6.15
                                  ------------

                                  Subsidiaries
                                  ------------


1.      Simione Central National, LLC, a Georgia limited liability company

2.      Simione Central Consulting, Inc., a Georgia corporation

3.      SC Holding, Inc., a Georgia corporation

4.      Script Systems, Inc., a New Jersey corporation

5.      Simione Central, Inc., a Georgia corporation









<PAGE>


                                  Exhibit 6.7
                                  -----------
                                  Indebtedness
                                  ------------


1.   $6,000,000  loan  from  John  E.  Reed extended on June 12, 2000

2.   Loan from Silicon Valley Bank, to be paid off at Closing

3.   Loan from Mestek, Inc. on May 5, 2000, to be paid off at Closing

4.   Indebtedness  to IBM  described in Form 10-Q of Simione  Central  Holdings,
     Inc. ("SCHI") filed with the SEC for the period ended March 31, 2000

5.   Promissory Note dated November 19, 1999 in the principal amount of $250,000
     from SCHI to David O. Ellis, to be paid off at Closing

6.   Promissory Note dated November 19, 1999 in the principal amount of $500,000
     from SCHI to Barrett C. O'Donnell, including potential future conversion of
     this loan into a debt instrument  convertible  into preferred stock of SCHI
     on similar terms to the note held by John E. Reed referred to in #1 above