WARRANT

THE SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 OR ANY STATE  SECURITIES LAWS AND, UNLESS SO REGISTERED,  MAY NOT BE
OFFERED OR SOLD EXCEPT  PURSUANT TO AN EXEMPTION  FROM, OR IN A TRANSACTION  NOT
SUBJECT TO, THE  REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS.

                      Warrant to purchase 400,000 shares of
                           the $0.001 par value common
                     stock of Simione Central Holdings, Inc.
                             (subject to adjustment)


                        WARRANT TO PURCHASE COMMON STOCK

                                       OF

                         SIMIONE CENTRAL HOLDINGS, INC.

     This certifies that, for value received, Mestek, Inc., or its successors or
assigns (the  "Holder"),  is entitled,  subject to the terms set forth below, to
purchase  from Simione  Central  Holdings,  Inc.  (the  "Company") up to 400,000
shares of the $0.001 par value common  stock of the  Company,  as the Company is
constituted  on the 7th day of March,  2000 (the  "Warrant  Issue  Date"),  upon
surrender of this  certificate at 6600 Powers Ferry Road,  Atlanta  Georgia,  or
such other place as the Company may designate in writing to the Holder,  and the
simultaneous payment therefor in lawful money of the United States of America of
the Exercise Price (as hereinafter defined). The number,  character and Exercise
Price of such shares are subject to  adjustment  as  provided  herein.  The term
"Warrant"  as  used  herein  shall  include  this  certificate,  the  securities
represented by this  certificate  and any warrants  delivered in substitution or
exchange for this certificate as provided herein.

     This Warrant is issued in connection  with that certain  Agreement and Plan
of Merger by and among MCS, Inc.,  Mestek,  Inc. and the Company dated as of May
26, 1999, as amended by that certain  First  Amendment to the Agreement and Plan
of Merger and  Investment  Agreement by and among MCS, Inc.,  Mestek,  Inc., the
Company,  John E. Reed,  Stewart B. Reed and E. Herbert  Burk (the  "Amendment")
dated as of September  9, 1999,  and as further  amended by that certain  Second
Amended and Restated  Agreement and Plan of Merger and  Investment  Agreement by
and among MCS, Inc.,  Mestek,  Inc., the Company,  John E. Reed, Stewart B. Reed
and E.  Herbert  Burk (the  "Second  Amendment")  dated as of October  25,  1999
(collectively, the "Merger Agreement").

1.   Term of Warrant. Subject to the terms and conditions set forth herein, this
     Warrant  shall be  exercisable,  in whole or in part,  during the period of
     time (the  "Exercise  Period")  commencing  on the  Warrant  Issue Date and
     ending at 5:00 p.m. on the third anniversary of the Warrant Issue Date, and
     shall be void thereafter.

2.   Exercise  Price.  The price at which the Holder may  exercise  this Warrant
     (the  "Exercise  Price") shall be the greater of (i) $10.875  (which equals
     120% of the closing price of the Company's common stock traded on NASDAQ on
     September  8, 1999,  multiplied  by five  (based on the  Company's  1-for-5
     reverse  stock split  effected on the Closing Date, as such term is defined
     in the  Merger  Agreement),  and  (ii)  100% of the  closing  price  of the
     Company's  common stock listed on NASDAQ on the Closing Date  multiplied by
     five,  provided,  that in no event shall the Exercise  Price exceed Fifteen
     Dollars ($15.00) per share.

3.   Vesting of Warrant.  Effective  as of the Warrant  Issue Date,  the Warrant
     shall be fully vested and exercisable,  and the Holder shall have the fully
     vested  right to purchase  400,000  shares of the  Company's  common  stock
     pursuant to the terms and conditions of this Warrant.

4.   Exercise of the Warrant.  The purchase  rights  represented by this Warrant
     are  exercisable by the Holder,  in whole or in part, at any time, and from
     time to time during the Exercise Period, by the Holder's  surrender of this
     Warrant at 6600 Powers Ferry Road, Atlanta Georgia,  or such other place as
     the  Company  may  designate  in writing to  Holder,  and the  simultaneous
     payment  therefor  in lawful  money of the United  States of America of the
     Exercise Price in immediately available funds. This Warrant shall be deemed
     exercised on the date  immediately  prior thereto,  and the Holder shall be
     entitled  to  receive  the  shares of common  stock of the  Company  and be
     treated  for all  purposes as the holder of record of such shares as of the
     close of business on such date. As promptly as practicable, but in no event
     later  than 10  business  days  thereafter,  the  Company  shall  issue and
     deliver, at its sole cost and expense, to the person or persons entitled to
     receive the same a  certificate  or  certificates  for the number of shares
     issuable upon such exercise. In the event that this Warrant is exercised in
     part, the Company, at its sole cost and expense,  shall execute and deliver
     a new warrant of like tenor as this Warrant,  exercisable for the remaining
     number of shares for which this  Warrant may then be  exercised,  and shall
     cancel this Warrant only upon  issuance of such new warrant.  No fractional
     shares or scrip  representing  fractional  shares  shall be issued upon the
     exercise of this  Warrant,  and in lieu  thereof,  the Company shall make a
     cash payment to the Holder equal to the Exercise  Price  multiplied by such
     fraction.

5.   Rights as a Stockholder.  The Holder shall not be entitled to vote, receive
     dividends  or be deemed  to be the owner of record of the  shares of common
     stock of the  Company to which this  Warrant  relates  unless and until the
     Holder exercises this Warrant,  and then the Holder shall enjoy such rights
     only to the extent of such exercise.

6.   Transfer of Warrant.

     (a)  Warrant  Register.  The Company will maintain a register (the "Warrant
          Register")  maintaining  the  names  and  addresses  of the  Holder or
          Holders.  Any Holder of this Warrant or any portion thereof may change
          his/her address as shown on the Warrant  Register by written notice to
          the   Company   requesting   such   change.   Any  notice  or  written
          communication  required or  permitted to be given to the Holder may be
          delivered  or given  by mail to such  Holder  as shown on the  Warrant
          Register and at the address shown on the Warrant Register.  Until this
          Warrant is  transferred  on the Warrant  Register of the Company,  the
          Company may treat the Holder as shown on the  Warrant  Register as the
          absolute owner of this Warrant for all purposes,  notwithstanding  any
          notice to the contrary.

     (b)  Warrant  Agent.  The  Company  may,  by written  notice to the Holder,
          appoint an agent for the purpose of maintaining  the Warrant  Register
          referred to in Section  6(a) above,  issuing the common stock or other
          securities then issuable upon the exercise of this Warrant, exchanging
          this Warrant,  replacing this Warrant, or any or all of the foregoing.
          Thereafter, any such registration, issuance, exchange, or replacement,
          as the case may be, shall be made at the office of such agent.

     (c)  Transferability  of Warrant.  This Warrant may not be  transferred  or
          assigned  (i)  except  in  its  entirety   (other  than  transfers  to
          subsidiaries   or  affiliates  of  Mestek,   Inc.)  and  (ii)  without
          compliance  with all applicable  federal and state  securities laws by
          the transferor and the  transferee  (including  delivery of investment
          representation letters reasonably satisfactory to the Company, if such
          are  requested by the  Company),  and then only against  receipt of an
          agreement  of the  transferee  to comply with the  provisions  of this
          Section 6(c) with respect to any resale or other  disposition  of this
          Warrant.

     (d)  Exchange of Warrant upon a Transfer.  On surrender of this Warrant for
          exchange,  properly  endorsed  and subject to the  provisions  of this
          Warrant  with  respect  to  compliance  with  the  Act  and  with  the
          limitations on assignments and transfers  contained in this Section 6,
          the  Company  at its  expense  shall  issue to or on the  order of the
          Holder a new Warrant or  Warrants  of like  tenor,  in the name of the
          Holder or as the  Holder (on  payment by the Holder of any  applicable
          transfer  taxes) may direct,  for the number of shares  issuable  upon
          exercise hereof.

     (e)  Compliance with Securities Laws.

          (i)  The Holder of this Warrant,  by acceptance  hereof,  acknowledges
               that this  Warrant  and the  shares of common  stock to be issued
               upon exercise  hereof are being acquired  solely for the Holder's
               own  account and not as a nominee  for any other  party,  and for
               investment, and that the Holder will not offer, sell or otherwise
               dispose of this  Warrant or any shares of the common  stock to be
               issued upon exercise hereof except under  circumstances that will
               not  result in a  violation  of the Act or any  state  securities
               laws.  Upon  exercise  of this  Warrant,  the  Holder  shall,  if
               requested  by  the  Company,   confirm  in  writing,  in  a  form
               satisfactory  to the Company,  that the shares of common stock so
               purchased are being acquired  solely for the Holder's own account
               and not as a nominee for any other party, for investment, and not
               with a view toward distribution or resale.

          (ii) This Warrant and all shares of common stock issued upon  exercise
               hereof or conversion thereof shall be stamped or imprinted with a
               legend in  substantially  the following  form (in addition to any
               legend required by state securities laws):

     THE  SECURITIES  REPRESENTED  HEREBY  HAVE NOT BEEN  REGISTERED  UNDER  THE
     SECURITIES  ACT OF  1933  OR ANY  STATE  SECURITIES  LAWS  AND,  UNLESS  SO
     REGISTERED,  MAY NOT BE OFFERED OR SOLD  EXCEPT  PURSUANT  TO AN  EXEMPTION
     FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION  REQUIREMENTS OF
     THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

7.   Reservation  of Stock.  The  Company  covenants  that  during the  Exercise
     Period, the Company will reserve from its authorized and unissued shares of
     treasury  common  stock a  sufficient  number of shares to provide  for the
     issuance of common stock upon the exercise of the Warrant and, from time to
     time,   will  take  all  steps   necessary  to  amend  its  certificate  of
     incorporation (the "Certificate") to provide sufficient authorized reserved
     shares of common stock  issuable upon exercise of the Warrant.  The Company
     further  covenants  that all shares that may be issued upon exercise of the
     rights  represented by this Warrant and payment of the Exercise Price,  all
     as set forth  herein,  will be free from all  taxes,  liens and  charges in
     respect of the issue  hereof  (other than taxes in respect of any  transfer
     occurring  contemporaneously  or otherwise  specified herein).  The Company
     agrees that its issuance of this Warrant shall constitute full authority to
     its officers who are charged with the duty of executing stock  certificates
     to execute and issue the necessary  certificates for shares of common stock
     upon the exercise of this Warrant.

8.   Merger,  Sale of Assets and other Fundamental  Corporate Changes. If at any
     time  during  the  Exercise  Period  there  shall  be  a  sale  of  all  or
     substantially  all of the Company  assets,  or a merger,  consolidation  or
     reorganization  of the  Company in which the  Company is not the  surviving
     entity,  or other  transaction  in which  the  shares  of the  Company  are
     converted  into shares of another  entity,  the Company  shall  provide the
     Holder with written  notice thereof not less than 30 calendar days prior to
     the  consummation of such event and an opportunity to exercise this Warrant
     prior to the consummation of such event.

9.   Adjustments.  The number of securities  purchasable hereunder is subject to
     adjustment  from  time to time  during  the  Exercise  Period  in  order to
     preserve the value of this Warrant as follows:

     (a)  If  the  Company  at any  time  during  the  Exercise  Period  splits,
          subdivides  or combines the  securities  as to which  purchase  rights
          under this Warrant exist into a different  number of securities of the
          same class,  the Holder  shall be entitled to acquire a  proportionate
          number of securities of the same class.

     (b)  If the Company at any time during the Exercise  Period  changes any of
          the  securities as to which  purchase  rights under this Warrant exist
          into another class of  securities  of the Company,  this Warrant shall
          thereafter  represent the right, but not the obligation,  with respect
          to the securities  that were subject to the purchase rights under this
          Warrant  immediately  prior to such change,  to acquire such number of
          securities of such other class as would have been issuable as a result
          of such change had the Holder exercised this Warrant immediately prior
          to such change.

     (c)  If at any time during the Exercise  Period,  the holders of the common
          stock of the Company become entitled to receive, without consideration
          therefor,  other or additional  stock or other  securities or property
          (other than cash) of the Company,  then this Warrant  shall  represent
          the right,  but not the  obligation,  to  acquire,  in addition to the
          number of shares of the  security  receivable  upon  exercise  of this
          Warrant that the Holder is otherwise entitled to acquire,  and without
          payment of  additional  consideration  for the right to  acquire  such
          additional  property,  the amount of such other or additional stock or
          other  securities  or property  (other than cash) of the Company  that
          such holder would have been entitled to receive had it been the holder
          of record of the security  receivable to which  purchase  rights under
          this Warrant  relate at the time the holders of the  Company's  common
          stock became entitled to receive such property.

10.  Miscellaneous.

     (a)  Successors.  All the  covenants  and  provisions  hereof by or for the
          benefit  of the  Company  or the  Holder  shall  bind and inure to the
          benefit of their respective successors and assigns.

     (b)  Governing  Law.  This  Warrant  shall be deemed to be a contract  made
          under  the  laws  of  the  State  of  Delaware   (notwithstanding  any
          principles  of  conflicts  of  laws)  and for all  purposes  shall  be
          construed in accordance with the laws of said State.

     (c)  Attorneys  Fees in the Event of a Dispute.  In the event of any action
          at law, suit in equity or  arbitration  proceeding in relation to this
          Warrant  or any common  stock  issued or to be issued  hereunder,  the
          prevailing  party  or  parties  shall  be paid by the  other  party or
          parties a  reasonable  sum for  attorneys,  fees and  expenses of such
          prevailing party or parties.

     (d)  Saturdays,  Sundays,  Holidays.  If the last or appointed  day for the
          taking  of any  action or the  expiration  of any  right  required  or
          granted  herein  shall be a  Saturday  or a Sunday or shall be a legal
          holiday  in the State of  Delaware,  then such  action may be taken or
          such right may be  exercised  on the next  succeeding  day not a legal
          holiday.

     (e)  Amendment.  This  Warrant  and any  term  hereof  may not be  changed,
          waived,  discharged  or  amended  except by an  instrument  in writing
          signed by the party against whom  enforcement of such change,  waiver,
          discharge or amendment is sought.

     (f)  Multiple  Counterparts.  This  Warrant  may be  executed  in  multiple
          counterparts,  each of which shall for all purposes be deemed to be an
          original and all of which shall constitute the same instrument.

     IN WITNESS  WHEREOF,  the Company has caused this Warrant to be executed by
its duly authorized officer.

     Dated March 7, 2000

                                               Simione Central Holdings, Inc.

                                               By:   ______________________
                                               Title  ______________________

HOLDER:
Mestek, Inc.

By:  ______________________
Title______________________

1078047.txt