SERIES D CONVERTIBLE PREFERRED
                            STOCK PURCHASE AGREEMENT


     THIS SERIES D CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT  ("Agreement")
is made as of the  12th  day of  June,  2000,  by and  between  Simione  Central
Holdings,  Inc., a Delaware  corporation  (the  "Company") and John E. Reed (the
"Investor").

     WHEREAS,  the  Company  wishes  to issue and sell to the  Investor  398,406
shares of Series D Convertible  Preferred  Stock,  par value $.001 per share, of
the Company (the "Series D Preferred Stock") at $2.51 per share; and

     WHEREAS,  the Investor  wishes to purchase the Series D Preferred  Stock on
the terms and subject to the conditions set forth in this Agreement.

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

     1. PURCHASE AND SALE OF STOCK.

          1.1 Issuance of Series D Preferred  Stock. The Company shall adopt and
file with the  Secretary  of State of the  State of  Delaware  on or before  the
Closing (as defined below) the  certificate of  designations,  setting forth the
powers,  preferences,  rights,  limitations and  restrictions  applicable to the
Series D  Preferred  Stock,  in the  form  attached  hereto  as  Exhibit  A (the
"Certificate of Designations").

          1.2 Sale of Series D Preferred Stock and Closing. Subject to the terms
and   conditions  set  forth  in  this   Agreement,   and  in  reliance  on  the
representations  and warranties set forth in this  Agreement,  the Company shall
issue and sell to the Investor at the Closing (as  hereinafter  defined) and the
Investor  agrees  to  purchase  from the  Company,  398,406  shares  of Series D
Preferred Stock at a purchase price per share of Two Dollars and Fifty-one Cents
($2.51).  The closing of the purchase  and sale of the Series D Preferred  Stock
(the "Closing") shall take place at the offices of Arnall Golden & Gregory, LLP,
counsel to the Company, on June 12, 2000, or at such other time and place as the
parties shall mutually agree (the "Closing Date").  At the Closing,  the Company
shall deliver to the Investor  certificates for the shares of Series D Preferred
Stock being  purchased by the Investor,  registered in the  Investor's  name (or
that of its  nominee),  against  delivery of an  electronic  wire  transfer or a
certified check payable to the order of the Company  representing  the aggregate
purchase price of $999,999.06.

     2.  REPRESENTATIONS  AND WARRANTIES OF THE COMPANY.  As of the Closing Date
(except  where  expressly  indicated  to be as of a date other than the  Closing
Date), the Company hereby represents and warrants to the Investor as follows:

          2.1  Organization  of the Company.  The Company is a corporation  duly
organized  and validly  existing  under the laws of the State of  Delaware.  The
states  in which  the  Company  is  qualified  to do  business  are set forth on


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<PAGE>

Schedule  2.1. The Company has all  necessary  corporate  power and authority to
own,  lease and  operate  its  properties  and  conduct  its  business  as it is
currently being conducted.  Except as set forth on Schedule 2.1, the Company did
not own,  directly  or  indirectly,  any  equity  interest  in any  corporation,
partnership, joint venture, or other entity and did not have any subsidiaries as
of March 7, 2000.

          2.2 Corporate Power and Authority;  Due  Authorization.  All corporate
action on the part of the Company,  its  officers,  directors  and  stockholders
necessary for (i) the  authorization,  execution and delivery of this Agreement,
(ii) the  performance of all obligations of the Company under this Agreement and
(iii) the authorization,  issuance (or reservation for issuance) and delivery of
the Series D Preferred  Stock being sold hereunder and the Common Stock issuable
upon  conversion of the Series D Preferred  Stock (the  "Conversion  Stock") has
been  taken,  and  this  Agreement  constitutes  a  valid  and  legally  binding
obligation of the Company,  enforceable  against the Company in accordance  with
its  terms,  except as  enforceability  thereof  may be  limited  by  applicable
bankruptcy,  insolvency,  reorganization,   moratorium  or  other  similar  laws
affecting creditors' rights generally, or by general equitable principles.

          2.3 No Conflict; Consents. Except as set forth on Schedule 2.3 hereto,
and except for the  applicable  requirements  of the  Securities Act of 1933, as
amended (the "Securities Act"), the Securities  Exchange Act of 1934, as amended
(the  "Exchange  Act"),  state blue sky laws and the rules of the  NASDAQ  Stock
Market,  Inc.,  the execution and delivery by the Company of this  Agreement and
the transactions  contemplated  hereby (the  "Transactions") do not and will not
(a) require the consent,  approval or action of, or any filing or notice to, any
corporation,  firm,  person  or other  entity  or any  public,  governmental  or
judicial  authority;  (b)  violate  the  terms of any  instrument,  document  or
agreement  to which  the  Company  is a party,  or by which the  Company  or the
property of the Company is bound, or be in conflict with,  result in a breach of
or  constitute  (upon the giving of notice or lapse of time,  or both) a default
under any such  instrument,  document or  agreement or result in the creation of
any lien upon any of the  property  or assets of the  Company,  except  for such
violations,  conflicts,  breaches and  defaults  which,  individually  or in the
aggregate,  would not have a Material Adverse Effect;  (c) violate the Company's
Certificate  of  Incorporation  or  Bylaws;  or (d)  violate  any  order,  writ,
injunction,  decree,  judgment,  ruling, law, rule or regulation of any federal,
state, county,  municipal, or foreign court or governmental authority applicable
to the  Company,  the  business  or  assets  of the  Company,  except  for  such
violations  which would not,  individually or in the aggregate,  have a Material
Adverse  Effect.  The Company is not  subject  to, or a party to, any  mortgage,
lien, lease, agreement,  contract,  instrument, order, judgment or decree or any
other  material  restriction  of any kind or  character  which would  prevent or
hinder the continued  operation of the business of the Company after the Closing
on substantially the same basis as theretofore operated.

          2.4  Ownership  of  Assets.  The  Company  has  title  to  all  of its
properties and assets, other than leased or licensed property, in each case free
and clear of any liens, security interests,  claims, charges,  options rights of
tenants or other  encumbrances,  except as disclosed in Schedule 2.4 or reserved
against in the Company's  financial  statements  (as described in Section 2.8(a)
(to the extent and in the amounts so disclosed or reserved  against)) and except
for liens arising from current taxes not yet due and payable and other liens not
having a Material Adverse Effect.  All buildings,  machinery and equipment owned
or leased by the Company are in good operating condition and reasonable state of
repair, subject only to ordinary wear and tear. The Company has not received any


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<PAGE>

notice of violation of any applicable zoning regulation, ordinance or other law,
regulation or requirement  relating to its operations  and  properties,  whether
owned or leased. All of the accounts receivable of the Company as of the Closing
will reflect actual  transactions and will have arisen in the ordinary course of
business.

          2.5  Capitalization.  The  authorized  capital  stock  of the  Company
consists of 10,000,000 shares of preferred stock,  $.001 par value per share, of
which  5,600,000  shares of Series B Preferred Stock are outstanding and 850,000
shares of Series C Preferred  Stock are  outstanding,  and 20,000,000  shares of
common stock,  $.001 par value per share ("Common  Stock"),  of which  3,861,372
shares are  outstanding  as of the date hereof.  In addition,  rights to receive
5,705  shares of the  Company's  Common  Stock,  relating to 57,051  unconverted
shares  from  the  Company's  1997  reverse  stock  split  ("Company  Conversion
Rights"),  are outstanding as of the date hereof.  All outstanding shares of the
Company's  Common Stock and the Company's  Series B and Series C Preferred Stock
have been duly authorized, and are validly issued, fully paid and nonassessable.
Except as set  forth in  Schedule  2.5,  no party  has any  preemptive  (whether
statutory or contractual) rights in any capital stock of the Company. Except for
the Company Conversion  Rights, and the Company's  outstanding stock options and
warrants identified on Schedule 2.5, the Company has no convertible  securities,
options, warrants, or other contracts, commitments, agreements,  understandings,
arrangements or restrictions by which it is bound to issue any additional shares
of its capital  stock or other  securities.  All  securities of the Company were
offered and sold in  compliance  with  applicable  Federal and state  securities
laws.  Each and every dividend of the Company,  if any,  whether paid in cash or
other  property,  has been declared and paid in compliance  with applicable law,
and the Company has no further obligation with respect to such payment.

          2.6 Compliance with Laws.

               (a) The Company is in compliance  with, and the Company  operated
any businesses  previously  owned by it in compliance with all applicable  laws,
orders,  rules  and  regulations  of  all  governmental  authorities,  including
applicable  Environmental  Laws,  except  for such  noncompliance  as would not,
individually or in the aggregate,  have a Material  Adverse Effect.  The Company
has not received notice of any noncompliance with the foregoing.

               (b) Neither the Company nor any other Persons providing  services
for the Company have, to the knowledge of the Company, engaged in any activities
which would be a basis for  exclusion  from any  otherwise  available  Medicare,
Medicaid or other federally funded programs under Section 1320a - 7a of Title 42
of the United  States  Code,  or  prohibited  under any  applicable  portions of
Section 1320a - 7b of such Title 42, or regulations promulgated  thereunder,  or
related state or local statutes or regulations,  including any "fraud and abuse"
provisions,  except where such noncompliance has and will have, individually and
in the aggregate, no Material Adverse Effect.

               (c) Without  limiting  the  foregoing,  the Company and any other
person or entity for whose conduct the Company is legally held  responsible  are
in compliance with all applicable federal, state, regional,  local or provincial
laws, statutes,  ordinances,  judgments, rulings and regulations relating to any
matters of  pollution,  protection  of the  environment,  health or  safety,  or
environmental regulation or control (collectively, "Environmental Laws"), except


                                       3
<PAGE>

where such noncompliance has and will have, individually or in the aggregate, no
Material Adverse Effect. Neither the Company, nor any other person or entity for
whose  conduct  the  Company is legally  responsible  has  received  any notice,
demand,  request for  information,  or  administrative  inquiry  relating to any
violation of an Environmental Law or the institution of any suit, action, claim,
or proceedings  alleging such  violation or  investigation  by any  governmental
authority or any third party of any such violation.

          2.7 Licenses and Permits.  The Company holds and is in compliance with
all  licenses,   permits,   concessions,   grants,  franchises,   approvals  and
authorizations  necessary or required for the use or ownership of its assets and
the  operation of its  business,  except where the failure to hold such license,
permit,  concession,  grant,  franchise,  approval or authorization has and will
have,  individually or in the aggregate, no Material Adverse Effect. The Company
has not  received  notice of any  violations  in respect  of any such  licenses,
permits,  concessions,  grants, franchises,  approvals or authorizations,  which
violations,  individually  or in the  aggregate,  would have a Material  Adverse
Effect.  No  proceeding  is  pending  or,  to  the  knowledge  of  the  Company,
threatened,  which seeks revocation or limitation of any such licenses, permits,
concessions, grants, franchises,  approvals or authorizations,  nor is there any
basis  therefor,  the revocation or limitation of which,  individually or in the
aggregate, would have a Material Adverse Effect.

          2.8 Liabilities and Obligations of the Company.

               (a)  Attached  hereto  as  Schedule  2.8 are  true,  correct  and
complete  copies of the  Company's  balance  sheets as of December  31, 1998 and
December 31, 1999,  and unaudited  balance  sheet as of March 31, 2000,  and the
related statements of income,  stockholders' equity and cash flows for the years
and three  months  then  ended,  together  (except in the case of the  financial
statements  dated  March  31,  2000)  with the  reports  of  independent  public
accountants  thereon  (collectively,  the "Company Financial  Statements").  The
Company Financial Statements are complete, have been prepared in accordance with
United States generally accepted accounting  principles,  consistently  applied,
fairly present in all material  respects the financial  condition of the Company
as of the respective dates thereof, and disclose all liabilities of the Company,
whether  absolute,  contingent,  accrued or  otherwise,  existing as of the date
thereof that are of a nature  required to be  reflected in financial  statements
prepared in accordance with generally accepted accounting principles, and except
for  liabilities  that,  individually  or in the  aggregate,  would  not  have a
Material  Adverse  Effect;   provided,   however,  that  the  interim  financial
statements are subject to normal year-end  adjustments which are not expected to
be material in amount.

               (b) The Company has no liability or obligation  (whether accrued,
absolute,  contingent or otherwise) including, without limitation, any liability
that might  result  from an audit of its tax  returns  by any taxing  authority,
except for (i) liabilities  that,  individually  or in the aggregate,  would not
have a Material  Adverse  Effect,  (ii) the  liabilities  and obligations of the
Company  that  are  disclosed  or  reserved  against  in the  Company  Financial
Statements or Schedule 2.8 hereto, to the extent and in the amounts so disclosed
or reserved against,  and (iii) liabilities  incurred or accrued in the ordinary
course of business since March 31, 2000 and  liabilities  incurred in connection
with the Transactions.



                                       4
<PAGE>

               (c) Except as disclosed in the Company  Financial  Statements  or
Schedule 2.8, the Company is not in default with respect to any  liabilities  or
obligations,  except for defaults that,  individually  or in the aggregate would
not have a Material  Adverse  Effect,  and all such  liabilities  or obligations
shown or reflected in the Company Financial  Statements or Schedule 2.8 and such
liabilities  incurred or accrued  subsequent  to March 31, 2000 were incurred in
the ordinary  course of business except as indicated in Schedule 2.8, and except
for liabilities and obligations,  that, individually or in the aggregate,  would
not have a Material Adverse Effect.

          2.9 Taxes.  Except as to any  noncompliance  with any of the following
provisions  that would not,  individually  or in the aggregate,  have a Material
Adverse Effect:

               (a) All tax returns  required  to be filed by the Company  and/or
its Affiliated Group (as defined in Section 1504(a) of the Internal Revenue Code
of 1986,  as amended)  on or before the date hereof have been timely  filed with
the appropriate tax authorities in all  jurisdictions  in which such tax returns
are required to be filed and all amounts  shown as owing thereon have been paid.
All taxes  which have  become  due or  payable  on or prior to the date  hereof,
whether disputed or not, have been paid in full. All taxes which are required to
be collected or withheld by the Company and its Affiliated  Group on or prior to
the date hereof have been so collected or withheld. All deposits required by law
to be made by the  Company  and its  Affiliated  Group  on or  prior to the date
hereof with  respect to  employees'  withholding  taxes have been duly made.  No
employee of the Company or any member of its Affiliated  Group  responsible  for
tax matters (i) has received  notice from any tax authority of the assessment or
proposed  assessment of tax  liabilities,  disallowances,  or assessments  which
remain unpaid and, (ii) has knowledge of any fact or facts which exist(s) or has
existed which would constitute  grounds for the assessment of any tax liability.
There is no examination  currently in progress of the tax returns of the Company
or its  Affiliated  Group by any taxing  authority for which any employee of the
Company or any of its  Affiliated  Group has  received  any notice,  and, to the
knowledge  of  employees  of the Company or any member of its  Affiliated  Group
responsible  for tax matters based upon personal  contact with any agent of such
tax authority, no such examination has been threatened by any taxing authority.

               (b) The Company has not filed a consent under  Section  341(f) of
the Code  concerning  collapsible  corporations.  The  Company  has not made any
payments which have not yet been reported on any tax return, is not obligated to
make  any  payments,  and is not a party to any  agreement  that  under  certain
circumstances  could obligate the Company and its  Affiliated  Group to make any
payments that will not be deductible under Section 280G of the Code. The Company
and its  Affiliated  Group has  disclosed on its federal  income tax returns all
positions taken therein that could give rise to a substantial  understatement of
federal income tax within the meaning of Section 6662 of the Code.

               (c)  Neither  the  Company  nor  its  Affiliated  Group  has  any
contractual obligation to indemnify any other person with respect to the payment
of any taxes of the other person which could have a Material Adverse Effect.

               (d) The Company and its Affiliated  Group's financial  statements
for the year ended  December 31, 1999 and the unaudited  interim  quarter ending
March 31, 2000 reflect an adequate  reserve for deferred taxes  established  for


                                       5
<PAGE>

timing  differences  between book and tax  accounting  income/asset  basis.  The
Company and its  Affiliated  Group have not  recognized  a net tax asset for the
future benefit of net operating loss carryovers and research and experimentation
tax credit carryovers.

          2.10 Contracts, Agreements and Instruments Generally.

               (a) Schedule 2.10 hereto  consists of a true and complete list of
all contracts,  agreements,  commitments  and other  instruments  (identified by
title,  date and parties)  (whether  oral or written) to which the Company was a
party as of March 7,  2000  that  involve a  receipt  or an  expenditure  by the
Company or require  the  performance  of  services  or delivery of goods to, by,
through,  on behalf of or for the  benefit  of the  Company,  which in each case
relates to a contract, agreement,  commitment or instrument that requires (or is
reasonably  expected to require) payments or provides (or is reasonably expected
to provide)  for receipts in excess of $25,000 from March 7, 2000 until March 7,
2001.

               (b) The contracts, agreements,  commitments and other instruments
listed  or  required  to be  listed on  Schedule  2.10 or  listed on a  Schedule
referred  to in Section  2.12  hereof are herein  referred  to as the  "Material
Contracts."  All of such Material  Contracts were in full force and effect as of
March 7, 2000.

               (c) None of the  Company,  and, to the  knowledge of the Company,
any other party to any such contract, commitment or arrangement has breached any
provision  of, or is in  default  under,  the terms  thereof,  the  breach of or
default under which would,  individually  or in the  aggregate,  have a Material
Adverse Effect;  and there are no existing facts or  circumstances  known to the
Company that would  prevent the work in process of the Company or its  contracts
and agreements  from maturing upon  performance by the Company into  collectible
accounts  receivable  in the  aggregate in amounts  consistent  with  historical
experience.  Except as set forth on Schedule 2.10 or as reserved  against in the
Company Financial Statements, there are no contracts or commitments that require
the  performance  of services or  provision  of goods by the Company at a direct
cost for each such contract or  commitment  known by the Company to be in excess
of the  revenue  to be  derived  pursuant  to the  terms  of  such  contract  or
commitment,  which,  individually  or in the  aggregate,  would  have a Material
Adverse Effect.  Except for terms  specifically  described in Schedule 2.10, the
Company has not received any payment from any  contracting  party in  connection
with or as an inducement  for entering into any contract,  agreement,  policy or
instrument  except for payment for actual services rendered or to be rendered by
the Company consistent with amounts historically charged for such services.

          2.11 Customer  Contracts.  With respect to each  contract,  agreement,
commitment  or other  instrument  in effect to which the Company is a party with
any  customer of the Company  (each,  a "Customer  Contract"),  all  performance
warranties with respect to computer software  represented in writing as owned by
or  proprietary  to the Company  ("Owned  Software")  made by the Company in any
Customer Contract, including warranties with respect to capacity,  availability,
downtime and response time, and Year 2000  compliance have been satisfied in all
material  respects upon the terms and conditions and to the extent  provided for
in such Customer Contract, except for failures to satisfy which, individually or
in the aggregate, would not have a Material Adverse Effect.



                                       6
<PAGE>

          2.12 Intellectual Property; Computer Software.

               (a)  Schedule  2.12(A)  hereto sets forth a complete  and correct
list, as of March 7, 2000, of (i) all  trademarks,  trade names,  service marks,
service names,  and brand names (whether or not any of the same are registered),
and  all  patents  and  registered  copyrights  and  all  applications  for  the
foregoing,  if any, (setting forth the  registration,  issue or serial number of
the patents and registered  copyrights and a description of the same) applicable
to or used in the business of the Company;  (ii) the owner of such  intellectual
property and any  registration  thereof or  application  thereof;  and (iii) all
licenses  granted  by or to the  Company  with  respect  to  any  of  the  above
(identified by title,  date and parties) (not inclusive of Customer  Contracts).
All such trademarks,  trade names,  service marks,  service names,  brand names,
copyrights  and patents  are owned by the  Company  free and clear of all liens,
claims,  security  interests and  encumbrances,  except for such liens,  claims,
security interests and encumbrances as would,  individually or in the aggregate,
not have a Material Adverse Effect. Except as set forth on Schedule 2.12(A), the
Company  is not in  receipt  of any  notice of any  violation  of,  and,  to the
Company's  knowledge,  the Company is not  violating the rights of others in any
trademark,  trade name, service mark, copyright,  patent, trade secret, know-how
or other  intangible  asset,  except such violations as,  individually or in the
aggregate, would not have a Material Adverse Effect.

               (b) Schedule 2.12(B) contains a complete and accurate list of all
Owned Software as of March 7, 2000. Except as set forth on Schedule 2.12(B), the
Company has title to the Owned Software, free and clear of all claims, including
claims  or rights  of  employees,  agents,  consultants,  inventors,  customers,
licensees or other parties  involved in the  development,  creation,  marketing,
maintenance,  enhancement or licensing of such computer software.  Except as set
forth   on   Schedule   2.12(B)   and   except   for   commercially   available,
over-the-counter  "shrink-wrap" software, the Owned Software is not dependent on
any Licensed  Software (as defined in subsection  (c) below) in order to operate
fully in the  manner  in which it is  intended.  The  source  code to the  Owned
Software has not been published or disclosed to any other parties, except as set
forth in the Customer Contracts or as set forth on Schedule 2.12(B),  and except
pursuant to contracts  requiring  such other parties to keep the Owned  Software
confidential.  To the knowledge of the Company, no such other party has breached
any such obligation of confidentiality.

               (c) Schedule  2.12(C) contains a complete and accurate list as of
March   7,   2000  of  all   software   (other   than   commercially   available
over-the-counter  "shrink-wrap" software) under which the Company is a licensee,
lessee or otherwise has obtained the right to use (the "Licensed Software"). The
Company has the right and license to use,  sublicense,  modify and copy Licensed
Software  to the extent set forth in the  respective  license,  lease or similar
agreement  pursuant to which the  Licensed  Software is licensed to the Company,
free of any other limitations or encumbrances,  and the Company is in compliance
with all applicable provisions of such agreement,  except for failures to comply
which,  individually  or in the  aggregate,  would not have a  Material  Adverse
Effect.  Except as disclosed on Schedule 2.12(C),  none of the Licensed Software
has been  incorporated  into or made a part of any Owned  Software  or any other
Licensed  Software.  The Company has not  published  or  disclosed  any Licensed
Software to any other party  except in  accordance  with and as permitted by any
license, lease or similar agreement relating to the Licensed Software and except
pursuant to contracts requiring such other parties to keep the Licensed Software
confidential.  No party to whom the Company has disclosed Licensed Software has,


                                       7
<PAGE>

to the knowledge of the Company,  breached such  obligation of  confidentiality,
except  for such  publications  and  disclosures  that,  individually  or in the
aggregate, would not have a Material Adverse Effect.

               (d) The Owned  Software  and Licensed  Software and  commercially
available  over-the-counter  "shrink-wrap" software constitute all software used
in the businesses of the Company  (collectively,  the "Company  Software").  The
Transactions  will not cause a breach or default under any  licenses,  leases or
similar agreements  relating to Company Software or impair the Company's ability
to use  Company  Software  in the  same  manner  as such  computer  software  is
currently used by the Company. To the knowledge of the Company,  (i) the Company
is not infringing any intellectual property rights of any other person or entity
with  respect  to  Company  Software,  and (ii) no other  person  or  entity  is
infringing  any  intellectual  property  rights of the Company  with  respect to
Company  Software,  except  for  infringements  that,  individually  or  in  the
aggregate, would not have a Material Adverse Effect.

          2.13 Labor Matters.  Except as set forth on Schedule 2.13,  within the
last three (3) years,  the  Company  has not been the subject of any known union
activity or labor dispute,  nor has there been any strike of any kind called or,
to the knowledge of the Company,  threatened  to be called  against the Company.
The Company has not violated any  applicable  federal or state law or regulation
relating to labor or labor  practices,  except where such  violation has or will
have,  individually or in the aggregate,  no Material  Adverse Effect.  Schedule
2.13 sets forth a true,  correct and complete list of employer loans or advances
from the  Company  to its  employees  as of March 7,  2000.  The  Company  is in
compliance  with all applicable  requirements of the Immigration and Nationality
Act of 1952, as amended by the  Immigration  and Nationality Act of 1986 and the
regulations promulgated thereunder (hereinafter  collectively referred to as the
"Immigration  Laws"),  except  where  such  noncompliance  has  and  will  have,
individually or in the aggregate, no Material Adverse Effect.

          2.14 Work-in-Process, Orders and Returns.

               (a)  Except  as set forth on  Schedule  2.14(A),  except  for any
claims  specifically  disclosed  on other  Schedules  hereto,  to the  Company's
knowledge, there are no claims nor does the Company reasonably expect to make or
receive any claims to  terminate  Customer  Agreements,  or  material  licenses,
services,  or other  orders,  or for refunds  relating  to Customer  Agreements,
licenses,   maintenance   agreements,   or  other  fees  by  reason  of  alleged
dissatisfaction with the Company's  capabilities or performance (including those
related to  Company  Software),  or  defective  or  unsatisfactory  services  or
products,  except as would not result in,  individually  or in the aggregate,  a
Material Adverse Effect.

               (b) Except as set forth on Schedule 2.14(B),  the Company has not
been  notified  that the  consummation  of the  Transactions  will result in any
material  cancellations  or  withdrawals  of accepted  and  unfilled  orders for
services or Company  Software,  or maintenance or other services and the Company
will inform  Investor  promptly upon receipt of any  notification to that effect
received after the date hereof,  except for  cancellations or withdrawals  that,
individually or in the aggregate,  would not have a Material Adverse Effect.  To
the knowledge of the Company,  neither the  execution of this  Agreement nor the
consummation of the  Transactions  will result in any material  cancellations or


                                       8
<PAGE>

withdrawals of accepted and unfilled  orders for the license or sales of Company
Software, services or merchandise, except for cancellations or withdrawals that,
individually or in the aggregate, would not have a Material Adverse Effect.

          2.15 Absence of Certain Changes. Except as reflected on Schedule 2.15,
or  elsewhere in this  Agreement or  specifically  identified  on any  Schedules
hereto, and since March 31, 2000, the Company has not:

               (a) Suffered a Material  Adverse  Effect,  or become aware of any
circumstances  which might  reasonably  be expected to result in such a Material
Adverse Effect; or suffered any material casualty loss to the Assets (whether or
not insured),  except for losses that,  individually or in the aggregate,  would
not have a Material Adverse Effect;

               (b) Incurred any obligations  specifically  related to the Assets
(including  Customer  Agreements),  except in the  ordinary  course of  business
consistent with past practices;

               (c)  Permitted  or  allowed  any of the  Company's  assets  to be
mortgaged,  pledged,  or subjected to any lien or encumbrance,  except for liens
for taxes not yet due and payable and liens and encumbrances that,  individually
or in the aggregate, would not have a Material Adverse Effect;

               (d) Written  down the value of any  inventory,  contract or other
intangible  asset,  or  written  off as  uncollectible  any  notes  or  accounts
receivable or any portion thereof,  except for write-downs and write-offs in the
ordinary  course of  business,  consistent  with past  practice and at a rate no
greater than during the latest complete  fiscal year;  cancelled any other debts
or claims, or waived any rights of substantial value, or sold or transferred any
of its material  properties or assets,  real,  personal,  or mixed,  tangible or
intangible,  except in the ordinary  course of business and consistent with past
practice and except for those that, individually or in the aggregate,  would not
have a Material Adverse Effect;

               (e) Sold,  licensed or transferred or agreed to sell,  license or
transfer,  any of the Assets,  except in the  ordinary  course of  business  and
consistent with past practice;

               (f) To the Company's knowledge, received notice of any pending or
threatened  adverse claim or an alleged  infringement  of proprietary  material,
whether such claim or  infringement  is based on trademark,  copyright,  patent,
license,  trade secret,  contract or other restrictions on the use or disclosure
of proprietary materials;

               (g) Incurred obligations to refund money to customers,  except in
the  ordinary  course of  business,  all of which will have no Material  Adverse
Effect;

               (h) Become aware of any event,  condition  or other  circumstance
relating  solely  to  the  Company's  assets  (as  opposed  to any  such  event,
condition,  or circumstance which is, for example,  national or industry-wide in
nature) which might  reasonably be expected to materially  adversely  affect the
Company's assets;



                                       9
<PAGE>

               (i) Made any  capital  expenditures  or  commitments,  any one of
which is more than $50,000, for additions to property, plant, or equipment;

               (j) Made any  material  change  in any  method of  accounting  or
accounting practice;

               (k) Paid, loaned, guaranteed, or advanced any material amount to,
or sold,  transferred,  or leased  any  material  properties  or  assets  (real,
personal,  or mixed,  tangible or intangible) to, or entered into any agreement,
arrangement,  or transaction with any of the Company's officers or directors, or
any business or entity in which any officer or director of the  Company,  or any
affiliate  or  associate  of any of such  Persons  has any  direct  or  indirect
interest; or

               (l) Agreed to take any action described in this Section 2.15.

     The  Company  and  Investor  acknowledge  and agree that a decrease  in the
market price of the Company's Common Stock is not a material adverse change.

          2.16 Leases.  Schedule 2.16 contains a list as of March 7, 2000 of all
leases  pursuant to which the Company  leases real or personal  property.  As of
March 7, 2000, all such leases were in full force and effect,  and except as set
forth on Schedule  2.16, no event has occurred  which is a default or which with
the passage of time will constitute a default by the Company thereunder, nor has
any such event  occurred to the  knowledge of the Company  which is a default by
any other party to such lease.  All property  leased by the Company as lessee is
in the  possession  of the Company.  Except as indicated  in Schedule  2.16,  no
consent of any lessor is required in connection with the Transactions.

          2.17  Litigation.  Except as set forth in Schedule 2.17, (i) there are
no actions,  proceedings or regulatory agency investigations against the Company
or, to the Company's knowledge,  involving the Company's assets pending (served)
or  threatened  against the Company,  (ii) the Company does not know of any such
action,  proceeding  or  investigation  against the  Company,  and (iii) no such
action, proceeding, or regulatory agency investigation has been pending (served)
during the three-year period preceding the date of this Agreement.

          2.18 Employee Benefit Plans: Employees. Except as to any noncompliance
with any of the following  provisions  that would not,  individually,  or in the
aggregate, have a Material Adverse Effect:

               (a)  Schedule  2.18 sets forth a list of each  "employee  benefit
plan" (as defined by Section 3(3) of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA")),  and any other bonus,  profit sharing,  pension,
compensation,  deferred  compensation,  stock  option,  stock  purchase,  fringe
benefit,  severance,  scholarship,  disability,  sick  leave,  vacation,  bonus,
retention,  or other plan, agreement,  or arrangement (each such plan, agreement
or  arrangement  is  referred  to  herein as an  "Employee  Benefit  Plan,"  and
collectively,  the "Employee  Benefit  Plans") that was in effect as of March 7,
2000 for the benefit of (i)  directors or employees of the Company,  (ii) former
directors  or  employees  of the  Company,  or  (iii)  beneficiaries  of  anyone
described in (i) or (ii) (collectively,  "Company Employees") or with respect to
which the Company or any "ERISA Affiliate"  (hereby defined to include any trade


                                       10
<PAGE>

or business,  whether or not  incorporated,  other than the  Company,  which has
employees  who are  treated  pursuant  to Section  4001(a)(14)  of ERISA  and/or
Section 414 of the Code as employees  of a single  employer  which  includes the
Company)  has any  obligation  on  behalf  of any  Company  Employee.  Except as
disclosed on Schedule 2.18 attached hereto, there are no other benefits to which
any Company Employee is entitled for which the Company has any obligation.

               (b) [Intentionally Deleted]

               (c) The Company has no  obligation  to  contribute  to or provide
benefits  pursuant  to, and has no other  liability of any kind with respect to,
(i) a "multiple  employer  welfare  arrangement"  (within the meaning of Section
3(40) of ERISA),  or (ii) a "plan maintained by more than one employer"  (within
the meaning of Section 413(c) of the Code).

               (d)  Except as  otherwise  set forth on  Schedule  2.18  attached
hereto,  the Company is not liable for any  contribution,  tax,  lien,  penalty,
cost,  interest,  claim,  loss, action,  suit, damage,  cost assessment or other
similar  type  of  liability  or  expense  of  any  ERISA  Affiliate  (including
predecessors  thereof)  with regard to any  Employee  Benefit  Plan  maintained,
sponsored or  contributed  to by an ERISA  Affiliate  (if a like  definition  of
Employee  Benefit Plan were applicable to the ERISA Affiliate in the same manner
as it  applies  to  the  Company),  including,  without  limitation,  withdrawal
liability  arising under Title IV,  Subtitle E, Part 1 of ERISA,  liabilities to
the PBGC,  or  liabilities  under  Section 412 of the Code or Section  302(a) of
ERISA.

               (e)  The  Company  is in  compliance  in all  respects  with  the
applicable  requirements of Section 4980B of the Code and Section 601 et seq. of
ERISA (such statutory provisions and predecessors thereof are referred to herein
collectively as "COBRA").

               (f) With  respect  to each  Employee  Benefit  Plan and except as
otherwise set forth on Schedule 2.18 attached hereto:

                    (i)  each  Employee  Benefit  Plan  that is  intended  to be
qualified under Section 401(a) of the Code has received a  determination  letter
from the IRS to the effect that the Employee  Benefit  Plan is  qualified  under
Section 401 of the Code and that any trust maintained pursuant thereto is exempt
from federal  income  taxation  under  Section 501 of the Code,  and nothing has
occurred or, to the  knowledge of the Company,  is expected to occur that caused
or could  reasonably  be  expected  to cause the loss of such  qualification  or
exemption or the imposition of any penalty or tax liability;

                    (ii) all payments  required by the Employee  Benefit Plan or
by law (including all contributions,  insurance premiums,  premiums due the PBGC
or  intercompany  charges)  with respect to all periods  through the date hereof
have been made;

                    (iii) there are no  violations of or failures to comply with
ERISA and the Code with respect to the filing of applicable reports,  documents,
and notices  regarding the Employee  Benefit Plan with DOL, the IRS, the PBGC or
any other governmental  authority,  or any of the assets of the Employee Benefit
Plan or any related trust;



                                       11
<PAGE>

                    (iv) no claims,  lawsuit,  arbitration  or other  action has
been asserted or instituted  or, to the knowledge of the Company,  threatened in
writing against the Employee  Benefit Plan, any trustee or fiduciaries  thereof,
the Company or any ERISA Affiliate,  any director,  officer or employee thereof,
or any of the assets of the Employee  Benefit Plan or any related trust,  except
for routine claims for benefits;

                    (v)  any  bonding  required  with  respect  to the  Employee
Benefit Plan in  accordance  with the  applicable  provisions  of ERISA has been
obtained and is in full force and effect;

                    (vi) the Employee Benefit Plan complies in all respects with
and has been  maintained  and  operated in all respects in  accordance  with its
respective terms and the terms and the provisions of applicable law,  including,
without  limitation,  ERISA  and  the  Code  (including  rules  and  regulations
thereunder);

                    (vii) no  "prohibited  transaction"  (within  the meaning of
Section 4975 of the Code and Section 406 of ERISA) has occurred or is reasonably
expected  to  occur  with  respect  to  the  Employee   Benefit  Plan  (and  the
transactions  contemplated  by this Agreement will not constitute or directly or
indirectly result in such a "prohibited transaction") which has subjected or, to
the  knowledge  of the  Company,  could  reasonably  be  expected to subject the
Company,  any ERISA  Affiliate  or the  Company,  or any  officer,  director  or
employee of the Company,  any ERISA Affiliate,  or the Company,  or the Employee
Benefit Plan trustee,  administrator or other fiduciary,  to a tax or penalty on
prohibited  transactions  imposed by either Section 502 of ERISA or Section 4975
of the Code or any other liability with respect  thereto,  which tax, penalty or
liability could have a Material Adverse Effect;

                    (viii) to the knowledge of the Company, the Employee Benefit
Plan is not  under  audit or  investigation  by the IRS or the DOL or any  other
governmental  authority and no such completed audit, if any, has resulted in the
imposition of any tax, interest or penalty.

               (g) The  Company is not  subject  to any  liens,  excise or other
taxes under  ERISA,  the Code or other  applicable  law relating to any Employee
Benefit Plan.

               (h) None of the Employee  Benefit Plans is subject to Title IV of
ERISA.

               (i)  In  the  case  of  any  Employee  Benefit  Plan  that  is  a
Multiemployer  Plan,  the Company has no  withdrawal  liability  under Part 1 of
Subtitle  E of Title IV of ERISA as a result of either a  "complete  withdrawal"
(as defined in Section 4203 of ERISA) or a "partial  withdrawal"  (as defined in
Section 4205 of ERISA) by the Company from such Employee  Benefit Plan occurring
on or prior to the date hereof.

               (j) The  consummation of the  Transactions  will not give rise to
any  liability  for  any  employee  benefits,   including,  without  limitation,
liability for  severance  pay,  unemployment  compensation,  termination  pay or
withdrawal  liability,  or accelerate the time of payment or vesting or increase
the amount of compensation or benefits due to any Company Employee.



                                       12
<PAGE>

               (k) No amounts payable under any Employee  Benefit Plan will fail
to be  deductible  for federal  income tax purposes by virtue of Section 280G of
the Code, as such Section of the Code is currently in effect.

               (l) Except as set forth on  Schedule  2.18  attached  hereto,  no
Employee  Benefit Plan provides for any health benefits (other than under COBRA,
the Federal Social  Security Act or any Employee  Benefit Plan  qualified  under
Section 401(a) of the Code) to any Company  Employee who, at the time the health
benefit  is to be  provided,  is a former  director  or former  employee  of the
Company (or a  beneficiary  of any such  person),  nor, to the  knowledge of the
Company,  have any  representations,  agreements,  covenants or commitments been
made to provide such health benefits.

               (m) Since June 30, 1999 and through  the date  hereof,  except as
set forth on Schedule 2.18 attached  hereto or as required by applicable  law or
consistent with past practice,  neither the Company nor any ERISA Affiliate has,
nor will it, (i) institute or agree to institute  any new employee  benefit plan
or practice for any Company  Employee,  (ii) make or agree to make any change in
any  Employee  Benefit  Plan,  (iii) make or agree to make any  increase  in the
compensation  payable or to become payable by the Company or any ERISA Affiliate
to any Company  Employee,  other than  regularly  scheduled  increases,  or (iv)
except  pursuant  to this  Agreement  and except for  contributions  required to
provide  benefits  pursuant to the provisions of the Employee Benefit Plans, pay
or accrue or agree to pay or accrue any bonus,  percentage of  compensation,  or
other like benefit to, or for the credit of, any Company Employee.

               (n) Any  contribution,  insurance  premium,  excise tax, interest
charge or other  liability  or charge  imposed or required  with  respect to any
Employee  Benefit Plan which is attributable to any period or any portion of any
period prior to the Closing shall,  to the extent required by GAAP, be reflected
as  a  liability  on  the  Company  Financial  Statements,   including,  without
limitation,  any portion of the matching  contribution  required with respect to
the  Company  Plan  for  the  plan  year  ending  after  the  Closing  which  is
attributable to elective  contributions  made by Company  Employees in such plan
prior to the Closing.

          2.19 Brokers Fees and Expenses.  Neither the Company nor any affiliate
thereof has retained or utilized the services of any advisor, broker, finder, or
intermediary, or paid or agreed to pay any fee or commission to any other Person
or entity for or on account of the Transactions,  or had any communications with
any Person or entity  which would  obligate  the Company to pay any such fees or
commissions.

          2.20 Bank  Accounts.  Schedule  2.20  contains  a true,  complete  and
correct  list as of March 7, 2000  showing the name and location of each bank or
other  institution in which the Company has any deposit  account or safe deposit
box,  together  with a listing  of  account  numbers  and  names of all  Persons
authorized to draw thereon or have access thereto.

          2.21 Business Practices.  Neither the Company nor anyone acting on its
behalf has made any payment of funds of the Company  prohibited  by law,  and no
funds of the Company  have been set aside to be used for any payment  prohibited
by law.



                                       13
<PAGE>

          2.22  Insurance.  The  Company  maintains  property,  fire,  casualty,
general liability  insurance and other forms of insurance relating to its assets
and the operation of its business against risks of the kind customarily  insured
against and in amounts customarily  insured (and, where appropriate,  in amounts
not less than the  replacement  cost of the assets).  Schedule 2.22 lists all of
the  insurance  policies  maintained  by the Company as of March 7, 2000,  which
Schedule  includes  the name of the  insurance  company,  the policy  number,  a
description of the type of insurance covered by such policy, the dollar limit of
the policy, and the annual premiums for such policy.

          2.23  Shares to be  Delivered.  The Series D  Preferred  Stock that is
being purchased by the Investor  hereunder,  when issued,  sold and delivered in
accordance  with the terms of this  Agreement  for the  consideration  expressed
herein, (i) will be duly and validly issued, fully paid, and nonassessable, (ii)
will not have been issued in violation of any preemptive rights,  (iii) assuming
the  accuracy  of the  representations  and  warranties  contained  in Section 3
hereof,  will be issued in accordance  with the  registration  or  qualification
provisions  of the  Securities  Act and any relevant  state  securities  laws or
pursuant to a valid exemption  therefrom,  and (iv) will be free of restrictions
on transfer other than  restrictions  on transfer under this Agreement and under
applicable  state and federal  securities  laws. The Conversion  Stock purchased
pursuant to the terms of this  Agreement has been duly and validly  reserved for
issuance and, upon issuance in accordance  with the terms of the  Certificate of
Designations, will be duly and validly issued, fully paid, and nonassessable and
will be free of  restrictions  on transfer other than  restrictions  on transfer
under this Agreement and under applicable state and federal securities laws.

          2.24 Accuracy of Securities Filings; Financial Statements.

               (a) Except as set forth in  Schedule  2.24,  the Company has made
all filings with the SEC that it has been required to make under the  Securities
Act and the Exchange  Act, and has done so in a timely  manner.  The Company has
furnished, or otherwise made available,  the Securities Filings to the Investor.
Each of the  Securities  Filings has complied  with the  Securities  Act and the
Exchange Act in all material  respects.  None of the Securities  Filings,  as of
their respective dates, to the Company's knowledge, contain any untrue statement
of any material  fact or omit to state a material  fact  required  therein to be
stated or omit to state a material fact in order to make the statements therein,
in light of the circumstances under which they were made, not misleading.

               (b) The  financial  statements  of the  Company  included  and/or
incorporated  by reference  into the Securities  Filings  (including the related
notes and  schedules)  have been prepared in  accordance  with GAAP applied on a
consistent  basis  throughout the periods  covered  thereby,  present fairly the
financial  condition of the Company as of the indicated dates and the results of
operations of the Company for the indicated  periods,  are  consistent  with the
books and records of the Company and,  except as disclosed on Schedule  2.24, do
not contain any material  item of special or  non-recurring  or other income not
earned in the ordinary course of business;  provided,  however, that the interim
financial  statements are subject to normal year-end  adjustments  which are not
expected to be material in amount.



                                       14
<PAGE>

               (c) Except as and to the extent  specifically  disclosed  in this
Agreement,  on the date hereof,  there are no  liabilities or obligations of the
Company of any nature,  whether  liquidated,  accrued,  absolute,  continued  or
otherwise  except  for those (i) that are  specifically  reflected  or  reserved
against as to amount in the latest  balance  sheet  contained in the  Securities
Filings,  or (ii) that arose  thereafter in the ordinary course of business,  or
(iii) that it  specifically  set forth on Schedule 2.8 or Schedule 2.24 attached
hereto.

          2.25  Approvals.  The execution and delivery of this Agreement and the
consummation  of the  Transactions  by the Company will not require the consent,
approval,  order or  authorization  of any  governmental  entity  or  regulatory
authority or any other Person under any statute,  law, rule,  regulation  (other
than applicable federal and state securities laws), permit, license,  agreement,
indenture or other instrument to which the Company is a party or to which any of
its  properties  are  subject,  except for such  consents,  approvals,  actions,
filings  or  notices  the  failure  of which to make or  obtain  will not have a
Material  Adverse  Effect on the  Company,  and except for any  federal or state
filings  required by  applicable  securities  laws,  no  declaration,  filing or
registration with any governmental entity or regulatory authority is required by
the Company in connection with the execution and delivery of this Agreement, the
consummation  of the  Transactions,  or the  performance  by the  Company of its
obligations hereunder.

          2.26 Accuracy of Representations. No representation or warranty by the
Company  contained  in  this  Agreement  and  no  statement   contained  in  any
certificate  or schedule  furnished to the Investor  pursuant to the  provisions
hereof  contains  any untrue  statement  of a material  fact or omits to state a
material fact necessary in order to make the statements  therein not misleading.
To the  knowledge of the Company,  there is no current event or condition of any
kind or character  pertaining to the Company that may  reasonably be expected to
have a Material Adverse Effect, except as disclosed herein.

          2.27 NASDAQ Rules. To the Company's knowledge, the consummation of the
Transactions  will not result in  violation  by the  Company  of any  applicable
NASDAQ rules or requirements.

          2.28 Definitions. As used in this Agreement:


               "knowledge" or "known" means or refers to the actual knowledge of
the chief executive officer or chief financial officer of the Company.

               "Material  Adverse Effect" means a material  adverse effect upon,
or in, or circumstances likely to result in a material adverse effect on (i) the
business, assets,  liabilities,  operations,  results of operations,  properties
(including intangible properties),  regulatory status or condition (financial or
otherwise) of the Company,  taken as a whole, the effect of which is equal to or
greater  than  $250,000,  (ii)  the  legality,   validity,   binding  effect  or
enforceability of this Agreement, or (iii) the ability of the Company to perform
its obligations under this Agreement.

     3.  REPRESENTATIONS  AND  WARRANTIES OF THE INVESTOR.  The Investor  hereby
represents and warrants, with respect to himself only, that:



                                       15
<PAGE>

          3.1 Authorization.  The Investor has full power and authority to enter
into this Agreement,  and such agreement  constitutes  the Investor's  valid and
legally binding obligation,  enforceable in accordance with its terms, except as
the  enforceability  of any of the  aforementioned  agreements may be limited by
bankruptcy,  insolvency,  reorganization,  moratorium,  or  other  similar  laws
relating to or affecting  the rights of creditors  generally and except that the
remedy  of  specific  performance  and  injunctive  relief  and  other  forms of
equitable  relief may be subject to equitable  defenses and to the discretion of
any court before which any proceeding therefor may be brought.

          3.2 Purchase  Entirely for Own  Account.  This  Agreement is made with
such Investor in reliance upon such  Investor's  representation  to the Company,
which  by the  Investor's  execution  of this  Agreement  such  Investor  hereby
confirms,  that the Series D Preferred Stock to be received by such Investor and
the  Conversion  Stock  (collectively,  the  "Securities")  will be acquired for
investment for such Investor's own account,  not as a nominee or agent,  and not
with a view to the resale or  distribution  of any part  thereof,  and that such
Investor has no present intention of selling,  granting any participation in, or
otherwise  distributing  the same. By executing  this  Agreement,  such Investor
further  represents that such Investor does not have any contract,  undertaking,
agreement  or   arrangement   with  any  Person  to  sell,   transfer  or  grant
participations to such Person or to any third Person, with respect to any of the
Securities.

          3.3 Disclosure of Information. The Investor represents that he has had
an opportunity to ask questions and receive  answers from the Company  regarding
the terms and  conditions  of the offering of the  Securities  and the business,
properties,  prospects and financial condition of the Company. The Investor also
acknowledges  that he is a member of the Board of  Directors  of the Company and
receives  information  regarding the Company  incident with such  position.  The
foregoing,  however, does not limit or modify the representations and warranties
of the Company in Section 2 of this  Agreement  or the right of the  Investor to
rely thereon.

          3.4 Investment  Experience.  The Investor is an investor in securities
of companies in the development  stage and acknowledges  that he is able to fend
for  himself,  can  bear  the  economic  risk of his  investment,  and has  such
knowledge and experience in financial or business  matters that he is capable of
evaluating the merits and risks of the investment in the Securities.

          3.5  Accredited  Investor.  The Investor is an  "accredited  investor"
within the meaning of Rule 501 of Regulation D promulgated  under the Securities
Act, as presently in effect.

          3.6  Restricted   Securities.   The  Investor   understands  that  the
Securities he is purchasing are  characterized as "restricted  securities" under
the federal securities laws inasmuch as they are being acquired from the Company
in a transaction  not  involving a public  offering and that under such laws and
applicable  regulations such securities may be resold without registration under
the Securities Act only in certain limited  circumstances.  In this  connection,
the Investor  represents  that he is familiar with SEC Rule 144, as presently in
effect,  and  understands  the resale  limitations  imposed  thereby  and by the
Securities Act.



                                       16
<PAGE>

          3.7 Further  Limitations on  Disposition.  Without in any way limiting
the representations set forth above, the Investor further agrees not to make any
disposition of all or any portion of the Securities unless and until:

               (a) There is then in effect a  Registration  Statement  under the
Securities Act covering such proposed  disposition and such  disposition is made
in accordance with such Registration Statement; or

               (b) (i) The  transferee  has agreed in writing for the benefit of
the Company to be bound by this Section 3, (ii) Investor shall have notified the
Company of the proposed  disposition,  and (iii) if reasonably  requested by the
Company,  the  Investor  shall have  furnished  the  Company  with an opinion of
counsel,  reasonably  satisfactory to the Company that such disposition will not
require  registration of such shares under the Securities Act. It is agreed that
the Company will not require opinions of counsel for transactions  made pursuant
to Rule 144.

     Notwithstanding  the  provisions of paragraphs  (a) and (b) above,  no such
registration  statement or opinion of counsel  shall be necessary for a transfer
by the Investor by gift, will or intestate succession,  if the transferee agrees
in writing to be subject to the terms  hereof to the same extent as if he or she
were the Investor hereunder.

     4.  LEGENDS.  It  is  understood  that  the  certificates   evidencing  the
Securities may bear the following legends:

          (a) "These  securities have not been  registered  under the Securities
Act of 1933,  as amended.  They may not be sold,  offered  for sale,  pledged or
hypothecated  in the absence of a registration  statement in effect with respect
to the securities  under such Act or an opinion of counsel  satisfactory  to the
Company that such  registration  is not required or unless sold pursuant to Rule
144 of such Act."

          (b) Any legend required by applicable state securities laws.

     5.  COMPANY'S  OBLIGATIONS  AT CLOSING.  At the Closing,  the Company shall
deliver to the Investor:

          5.1  Stock  Certificates.  A stock  certificate  representing  398,406
shares of Series D Preferred Stock;


          5.2  Opinion  of Company  Counsel.  An opinion  from  Arnall  Golden &
Gregory,   LLP,   counsel   for  the   Company,   dated   as  of  the   Closing,
in the form  attached  hereto as Exhibit B.

          5.3  Resolutions.  A copy of resolutions  duly adopted by the Board of
Directors of the Company authorizing the execution, delivery, and performance of


                                       17
<PAGE>

this  Agreement and each of the Exhibits  hereto to which the Company is a party
and a certificate of the secretary of the Company stating that such  resolutions
were duly  adopted  and are in full force and effect as of such date and setting
forth the  incumbency of each person  executing  this  Agreement or any document
required by this Section on behalf of the Company.

     6. INVESTOR'S  OBLIGATIONS AT CLOSING.  At the Closing,  the Investor shall
deliver to the Company:

          6.1 Purchase Price. The purchase price as specified in Section 1.2.


     7. REGISTRATION RIGHTS. The Company covenants and agrees as follows:

          7.1 Definitions. For purposes of this Section 7:

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

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

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

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

               (e) The term  "Person"  means an  individual,  a  corporation,  a
limited liability company, a partnership,  an association,  a trust or any other
entity organization,  including a governmental entity.

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

               (g) The term "Registrable  Shares" means (i) the Company's Common
Stock  issuable  or issued  upon  conversion  of the  Series D  Preferred  Stock
purchased  pursuant  to this  Agreement,  and  (ii)  any  Common  Stock or other
securities issued or issuable in respect of shares referenced in (i) above, upon
any stock split, stock dividend,  recapitalization,  or similar event; excluding
in all  cases,  however,  any  Registrable  Securities  sold  by a  Person  in a
transaction in which such Person's rights under this Section 7 are not assigned.



                                       18
<PAGE>

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

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

          7.2  Request  for  Registration.  Upon  request of the  Investor,  the
Company  will use its best  efforts  to file  within 45 days of a  request  from
Investor  a  registration  statement  with  the  SEC  (utilizing  Form  S-3 or a
successor  form  thereto  and  Rule 415 to the  extent  available)  to  register
Registrable  Shares as  requested  by the  Investor.  The  Company  shall not be
required to file more than three such  registration  statements  (excluding  any
registration  statement  which is delayed  pursuant to Section  7.4(e) below and
through which the Investor is unable to register eighty percent (80%) or more of
the amount of Registrable Shares that Investor originally  requested to register
in such registration  statement),  and no such filing shall be made prior to the
date which is six months after the Closing Date.

          7.3  Company  Registration.  If the  Company at any time  proposes  to
register an offering of its securities  under the Securities Act, either for its
own  account  or for the  account of or at the  request  of one or more  Persons
holding  securities of the Company,  the Company will:  (a) give written  notice
thereof to the Investor  (which  shall  include a list of the  jurisdictions  in
which the  Company  intends  to attempt to  qualify  such  securities  under the
applicable  blue sky or  other  state  securities  laws)  within  10 days of its
receipt of a request from one or more Persons holding  securities of the Company
to  register  securities,  or from its  decision  to  effect a  registration  of
securities  for its own account,  whichever  first occurs;  and (b) use its best
efforts  to  include  in  such  registration  and in any  underwriting  involved
therein,  all the  Registrable  Shares  specified  in a written  request  by the
Investor  made  within 30 days after  receipt of such  written  notice  from the
Company,  except  as set  forth in  Section  7.4(e)  below  and  subject  to the
currently existing piggyback rights referenced in Section 7.10.

          7.4  Obligations  of the  Company.  If and  whenever  pursuant  to the
provisions of this Section 7 the Company  effects  registration  of  Registrable
Shares under the Securities Act and state securities laws, the Company shall:

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

               (b) Use its best  efforts to register  or qualify the  securities
covered by such registration  statement under the securities or blue sky laws of
such jurisdictions as the Investor shall reasonably request,  and do any and all
other acts and things which may be necessary  or  advisable  (in the  reasonable
opinion of Investor) to enable Investor to consummate the  disposition  thereof;


                                       19
<PAGE>

provided, however, that in no event shall the Company be obligated to qualify to
do business in any jurisdiction  where it is not now so qualified or to take any
action  which  would  subject it to the  service of process in suits  other than
those  arising  out of the  offer  or sale  of the  securities  covered  by such
registration statement in any jurisdictions where it is not now so subject;

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

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

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

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

                    (ii) In the event  the  Company  has  deferred  a  requested
Filing,  pursuant to the preceding paragraph,  such deferral period shall end if
the Company  registers shares for resale by another  stockholder of the Company.
In the event the Company undertakes an underwritten public offering to issue the
Company  securities  for cash during any period in which a requested  Filing has
been  deferred or if the  registration  of which the Company  gives notice under
Section  7.3(a) is for an  underwritten  public  offering  to issue the  Company
securities  for cash,  the Company shall include the  Registrable  Securities in
such underwritten offering subject to (A) the right of the managing underwriters
to object to including such shares, (B) Section 7.10, and (C) the condition that


                                       20
<PAGE>

the Investor  selling  Registrable  Shares in such  underwritten  offering shall
cooperate  in the  registration  process  in all  material  respects,  including
execution by the Investor of the underwriting agreement agreed to by the Company
and the underwriters.

                    (iii) If the managing underwriter elects to limit the number
or amount of  securities  to be included in any  registration  referenced in the
preceding  paragraph or in Section 7.3(a), all Persons holding securities of the
Company  (including  the  Investor)  who hold  registration  rights and who have
requested registration (collectively,  the "Security Holders") shall, subject to
Section 7.10 hereof,  participate in the  underwritten  public offering pro rata
based upon the ratio of the total number or amount of  securities  to be offered
in the  offering  to the  total  number or  amount  of  securities  held by each
Security  Holder  (including the number or amount of securities  which each such
Security  Holder may then be entitled to receive upon the exercise of any option
or warrant,  or the exchange or conversion of any security or loan, held by such
Security Holder).  If any such Security Holder would thus be entitled to include
more securities than such Security Holder requested to be registered, the excess
shall be allocated among the other Security Holders pro rata in a manner similar
to that described in the previous sentence.

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

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

          7.6 Indemnification.  In the event any Registrable Shares are included
in a registration statement under this Section 7:

               (a)  To the  extent  permitted  by  law,  with  respect  to  each
registration,  qualification,  or compliance that has been effected  pursuant to
this Agreement, the Company will indemnify and hold harmless Investor, his legal
counsel and  accountants  (each a  "Representative"),  and any  underwriter  (as
defined in the Securities Act) for Investor and any  controlling  Person of such
underwriter  against any  losses,  claims,  damages,  or  liabilities  (joint or
several) to which they may become subject under the Securities Act, the Exchange
Act or other federal or state law,  insofar as such  expenses,  losses,  claims,
damages,  or  liabilities  (or actions in respect  thereof)  arise out of or are
based  upon  any  of  the   following   statements,   omissions  or   violations
(collectively  a  "Violation"):  (i) any  untrue  statement  or  alleged  untrue


                                       21
<PAGE>

statement of a material fact contained in such registration statement, including
any  preliminary  prospectus or final  prospectus  contained  therein,  offering
circular or other document or any amendments or  supplements  thereto,  (ii) the
omission  or alleged  omission  to state  therein a material  fact  required  or
allegedly  required to be stated  therein,  or necessary to make the  statements
therein not  misleading,  or (iii) any  violation  or alleged  violation  by the
Company of the  Securities  Act,  the Exchange  Act, any other  federal or state
securities law or any rule or regulation  promulgated  under the Securities Act,
the Exchange Act or any other federal or state  securities  law; and the Company
will pay Investor,  Investor's  Representative,  underwriter and any controlling
Person of such  underwriter  or  controlling  Person any legal or other expenses
reasonably incurred by such Person in connection with investigating or defending
any such loss, claim, damage, liability, or action; provided,  however, that the
indemnity agreement contained in this subsection shall not apply to amounts paid
in  settlement of any such loss,  claim,  damage,  liability,  or action if such
settlement is effected  without the consent of the Company  (which consent shall
not be unreasonably withheld),  nor shall the Company be liable in any such case
for any such loss,  claim,  damage,  liability,  or action to the extent that it
arises out of or is based upon a Violation  that occurs in reliance  upon and in
conformity with written  information  furnished  expressly for use in connection
with such registration by Investor.

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

               (c) Promptly  after  receipt by an  indemnified  party under this
Section of notice of the commencement of any action  (including any governmental
action),  such  indemnified  party will, if a claim in respect  thereof is to be
made  against  any  indemnifying  party  under  this  Section,  deliver  to  the
indemnifying  party  a  written  notice  of the  commencement  thereof  and  the
indemnifying  party shall have the right to  participate  in, and, to the extent
the indemnifying  party so desires,  jointly with any other  indemnifying  party
similarly noticed,  to assume the defense of such action,  with counsel mutually
satisfactory  to the  parties;  provided,  however,  that an  indemnified  party
(together with all other  indemnified  parties that may be  represented  without


                                       22
<PAGE>

conflict by one counsel)  shall have the right to retain one  separate  counsel,
with  the  fees  and  expenses  to  be  paid  by  the  indemnifying   party,  if
representation  of  such  indemnified  party  by  the  counsel  retained  by the
indemnifying  party would be inappropriate due to actual or potential  differing
interests between such indemnified party and any other party represented by such
counsel  in such  proceeding.  The  failure  to  deliver  written  notice to the
indemnifying  party within a  reasonable  time of the  commencement  of any such
action, if prejudicial to its ability to defend such action,  shall relieve such
indemnifying  party of its liability to the indemnified party under this Section
7.6 only to the  extent  that the  indemnifying  party has been  injured  by the
delay. The omission so to deliver written notice to the indemnifying  party will
not  relieve  it of any  liability  that it may  have to any  indemnified  party
otherwise than under this Section.

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

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

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

               (g) The  obligations  of the Company and the Investor  under this
Section  7.6  shall  survive  the  completion  of any  offering  of  Registrable
Securities in a registration statement under this Section 7.6, and otherwise.

          7.7   Information  by  the  Investor.   The  Investor  of  Registrable
Securities shall furnish to the Company such information  regarding the Investor
and the  distribution  proposed by him as the Company may reasonably  request in
writing and as shall  reasonably be required in connection with any registration
or qualification referred to in this Section 7.



                                       23
<PAGE>

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

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

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

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

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

          7.9 Transfer or Assignment of Registration Rights. The rights to cause
the Company to register Registrable Securities pursuant to this Section 7 may be
transferred or assigned (but only with all related  obligations) by the Investor
to a transferee or assignee of such  securities,  provided:  (a) the Company is,
within a reasonable  time after such transfer,  furnished with written notice of
the name and address of such  transferee or assignee and of the securities  with
respect  to  which  such  registration  rights  are  being  assigned;  (b)  such
transferee or assignee agrees in writing to be bound by and subject to the terms
and conditions of this Agreement; (c) such assignment shall be effective only if
immediately  following such transfer the further  disposition of such securities
by the transferee or assignee is restricted  under the  Securities  Act; and (d)
such  assignment  shall only be  effective  if it complies  with all  applicable
federal and state securities laws. For the purposes of determining the number of
shares of Registrable  Securities held by a transferee or assignee, the holdings


                                       24
<PAGE>

of  transferees  and  assignees  of a  partnership  who are  partners or retired
partners  of  such  partnership   (including   spouses  and  ancestors,   lineal
descendants  and  siblings of such  partners or spouses who acquire  Registrable
Securities by gift, will or intestate  succession) shall be aggregated  together
and with the partnership.

          7.10  Priority  and  Limitation  on  Subsequent  Registration  Rights.

               (a)  The   parties   hereto   acknowledge   that  the  rights  to
registration  contained herein shall be subject to (i) the  registration  rights
contained  in  Section  2(k) of those  certain  Registration  Rights  Agreements
("Registration  Rights  Agreements")  dated October 6, 1996 by and among InfoMed
Holdings,  Inc.  (as  predecessor  in  interest  to  the  Company)  and  certain
shareholders  of the Company named  therein,  the  registration  rights  granted
pursuant to that  certain  Second  Amended and  Restated  Agreement  and Plan of
Merger and  Investment  Agreement  dated as of October 25, 1999 among MCS, Inc.,
Mestek,  Inc.,  the Company,  the Investor,  Stewart B. Reed and E. Herbert Burk
(the "MCS Merger Agreement"), and (iii) the registration rights granted pursuant
to that  certain  Agreement  and Plan of Merger  dated as of July 12, 1999 among
CareCentric  Solutions,  Inc., Simione  Acquisition  Corporation and the Company
(the "CareCentric Merger Agreement");  provided that the registration rights set
forth in the Registration  Rights  Agreements,  the MCS Merger Agreement and the
CareCentric  Merger  Agreement  shall only have priority  over the  registration
rights  granted  pursuant  to this  Agreement  to the  extent  required  in such
agreements  and to the extent that any such prior rights have not been waived or
amended.

               (b) Subject to Section  7.10(d),  the Company  will not grant any
right of  registration  under the  Securities  Act relating to any of its equity
securities to any person or entity other than pursuant to this Agreement  unless
the  Investor  shall be  entitled  to have  included  in such  registration  all
Registrable  Shares  requested  by  Investor  to be so  included  prior  to  the
inclusion  of any  securities  requested  to be  registered  by the  persons  or
entities entitled to any such other registration  rights,  other than securities
subject to the Registration Rights Agreements, the MCS Merger Agreement, and the
CareCentric Merger Agreement,  which shall have priority (but only to the extent
that such prior rights have not been waived or amended).

               (c) Subject to Section 7.10(d),  for so long as the Investor owns
securities  representing  20% or more of the  voting  power of the  Company on a
fully diluted basis,  and except as expressly set forth in this Section 7.10, no
other  Person  shall be entitled to  "piggyback"  or  participate  in any of the
demand  registrations  that Investor  initiates  pursuant to Section 7.2 without
such Investor's prior written consent.

               (d) The parties agree that the rights to  registration  contained
herein shall be pari passu with the rights to  registration  granted in (i) that
certain Secured  Convertible  Credit Facility and Security Agreement between the
Company  and the  Investor,  dated of even  date  herewith,  (ii)  that  certain
Warrant, dated of even date herewith, granted to Mestek, Inc. ("Mestek") in lieu
of certain  voting  rights  previously  held by Mestek,  and (iii) that  certain
Warrant to be granted to Mestek in  consideration  of its agreement to issue its
guaranty on certain senior secured  indebtedness of the Company,  terms of which
indebtedness are currently being negotiated between the Company and a commercial
bank.



                                       25
<PAGE>

          7.11  Suspension of  Registration  Rights.  The right of any Holder to
request  registration of shares as provided in this Section 7 shall be suspended
during  any  period  of time  that all of the  Registrable  Securities  held and
entitled to be held (as a result of conversion of Series D Preferred Stock held)
by the Investor may immediately be sold under SEC Rule 144.

     8. MISCELLANEOUS.

          8.1 Survival.  The  warranties,  representations  and covenants of the
Company and the Investor  contained in or made pursuant to this Agreement  shall
survive  the  execution  and  delivery of this  Agreement  and the Closing for a
period of one (1) year, and shall in no way be affected by any  investigation of
the subject  matter  thereof made by or on behalf of the Investor or the Company
prior to the Closing.

          8.2 Indemnity by the Company.

               (a) The Company  shall  indemnify,  defend and hold  harmless the
Investor  from and  against  any and all  losses,  damages,  costs and  expenses
(including  reasonable  attorneys'  fees but  excluding  claims for lost profit)
("Damages")  resulting  from,  arising from or caused by any breach of in any of
the representations and warranties of the Company contained in this Agreement or
any breach by the Company of any covenant  contained  herein, to the extent that
such breach causes any diminution in value of the  Investor's  investment in the
Company.

               (b) In no event shall the Company be liable to the Investor  with
respect to any breaches of representations and warranties or covenants contained
in this Agreement  unless the aggregate  Damages  therefrom  exceed $50,000,  at
which  time all such  Damages  may be  claimed  in full.  In no event  shall the
aggregate  liability  of the  Company for Damages  under this  Agreement  exceed
$1,000,000.

               (c) With respect to any indemnifiable claim hereunder, the amount
recoverable by the Investor shall take into account any reimbursements  realized
by the  Investor  from  insurance  policies  or other  indemnification  sources,
arising from the same incident or set of facts or  circumstances  giving rise to
the claim for  indemnification.  Upon the payment of the indemnified  claim from
the Company to the Investor,  the Company shall have a right of subrogation with
respect to any insurance  proceeds or other rights to third party  reimbursement
for such claims held by the Investor.

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

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



                                       26
<PAGE>

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

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

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

          8.8 Delays or  Omissions.  No delay or omission to exercise any right,
power or remedy  accruing  to the  Investor  upon any  breach or  default of the
Company under this Agreement shall impair any such right, power or remedy of the
Investor, nor shall it be construed to be a waiver of any such breach or default
or an  acquiescence  thereto,  or to any  similar  breach or default  thereafter
occurring;  nor shall any  waiver of any  single  breach or  default be deemed a
waiver of any other breach or default theretofore or thereafter  occurring.  Any
waiver,  permit, consent or approval of any kind or character on the part of the
Investor  of any breach or default  under this  Agreement,  or any waiver on the
part of the Investor of any provisions or conditions of this Agreement,  must be
made in writing and shall be effective only to the extent specifically set forth
in such writing.

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

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



                                       27
<PAGE>

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

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

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


                    [signatures appear on the following page]




                                       28
<PAGE>

     IN WITNESS WHEREOF,  the parties have executed this Series D Stock Purchase
Agreement as of the date first above written.


SIMIONE CENTRAL HOLDINGS, INC.



By:__/s/ R. Bruce Dewey__________
Name:
Title:

Simione Central Holdings, Inc.
6600 Powers Ferry Road
Atlanta, Georgia 30339
Fax:  (770) 644-6798
Attention:  R. Bruce Dewey
            President and Chief Executive Officer




INVESTOR:


__/s/ John E. Reed________________
John E. Reed

260 North Elm Street
Westfield, MA  01085
Fax:  (413) 568-2969




                                       29
<PAGE>




                                    EXHIBIT A
                                    ---------

                           CERTIFICATE OF DESIGNATIONS
                           ---------------------------





                                       30
<PAGE>



                                    EXHIBIT B
                                    ---------

                                  LEGAL OPINION
                                  -------------