EXHIBIT 10.54

                           WARRANT EXCHANGE AGREEMENT


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

WHEREAS  CareCentric  issued to Mestek a certain  warrant  to  purchase  490,396
shares of  CareCentric's  common  stock on or before March 7, 2003 at a purchase
price of $3.21 per share (the "Prior Warrant") dated March 7, 2002;

WHEREAS as  additional  consideration  with  respect to a  refinancing  and debt
restructuring  transaction  entered into between  CareCentric and Mestek,  among
others, pursuant to a Secured Convertible Credit Facility and Security Agreement
of even date herewith (the "Credit Facility") CareCentric has agreed to re-price
and extend the term of the Prior Warrant in favor of Mestek;

WHEREAS to effect such  repricing  and term  extension of the Prior  Warrant the
parties  agree to  exchange  the Prior  Warrant  for a new  warrant to  purchase
490,396  shares of  CareCentric  common stock (the  "Shares"),  identical in all
respects  to the Prior  Warrant  except as to the pricing and the term (the "New
Warrant").

NOW, THEREFORE,  FOR MUTUAL PROMISES AND OTHER VALUABLE CONSIDERATION EXCHANGED,
IT IS HEREBY AGREED:

     1.   Issuance  of New  Warrant.  CareCentric  is  issuing a New  Warrant to
          purchase 490,396 shares of its common stock exercisable at any time on
          or before  July 15,  2004 at a  purchase  price of $1.00 per share and
          otherwise on the same terms and conditions as the Prior Warrant and in
          the form attached hereto as Exhibit "A".

     2.   Exchange  of  Warrants.  Mestek,  as holder of the Prior  Warrant,  is
          exchanging the Prior Warrant for the New Warrant as of July 1, 2002 in
          full consideration for the Prior Warrant.

     3.   Representations,  Warranties and Covenants of CareCentric. CareCentric
          covenants, warrants, and represents THAT THE FOLLOWING ARE TRUE:

          (1)  Corporate  Powers.  CareCentric is a corporation  duly organized,
               existing  and in good  standing  under  the laws of the  State of
               Delaware.

          (2)  Authorization.Copies  of the  Corporate  CareCentric's  Corporate
               Minutes  specifically  authorizing the  transactions  herein have
               been delivered to Mestek, and such copies are true,  complete and
               correct in every particular.

          (3)  CareCentric's Powers.



                                       1
<PAGE>


               (A)  The  execution,  delivery and  performance of this Agreement
                    and the other Closing  documents by  CareCentric  are within
                    its legal powers,  and have been duly authorized and are not
                    in  contravention  of law or of the  terms of  CareCentric's
                    Certificate of  Incorporation,  By-Laws or Minutes or of any
                    agreement to which  CareCentric is a party or by which it is
                    bound. No other  corporate,  court or other  proceedings are
                    necessary  to   authorize   the   execution,   delivery  and
                    performance of this Agreement by CareCentric.

               (B)  This  Agreement  and the other Closing  documents  have been
                    duly executed and delivered by  CareCentric  and  constitute
                    legal,  valid,   binding  and  enforceable   obligations  of
                    CareCentric in accordance with their  respective  terms upon
                    and against all third  parties and against  CareCentric  and
                    its employees, officers, directors and creditors and persons
                    and entities  related to such persons by ownership  interest
                    or otherwise.

               (C)  All consents,  approvals,  authorizations,  declarations and
                    filings  with  individuals,   entities  and/or  governmental
                    authorities  required in  connection  with the execution and
                    delivery of this  Agreement and the other Closing  documents
                    and in connection with the  consummation of the transactions
                    contemplated  by this  Agreement  in order to make it legal,
                    valid, binding and enforceable have been obtained, completed
                    and satisfied.

          (4)  Suits and Other Actions.

               (A)  To  the  best  of  CareCentric's  knowledge,   there  is  no
                    litigation,  arbitration  or other  governmental  or private
                    actions,   suits,  claims,   proceedings  or  investigations
                    (whether  or  not   purportedly  on  behalf  of  or  against
                    CareCentric)   concluded,   pending  or  threatened  against
                    CareCentric  which may have a material  adverse  effect upon
                    CareCentric's  ability to make this Agreement legal,  valid,
                    binding  and  enforceable  or to carry out the  transactions
                    contemplated  by  this  Agreement.  CareCentric  is  not  in
                    default  with  respect to any  order,  writ,  injunction  or
                    decree of any court or other governmental agency.

               (B)  The execution, delivery and performance of this Agreement by
                    CareCentric  has not, and will not  violate,  or result in a
                    breach of, or constitute a default under any judgment, order
                    or decree to which it may be subject.

                                       2
<PAGE>

     4.   Representations and Warranties of Mestek.

          (a)Power and Authority. Mestek represents and warrants that Mestek has
          the  power  to  enter  into  this  Agreement  and  to  carry  out  its
          obligations  hereunder.  The execution and delivery of this  Agreement
          and the  consummation of the transaction  contemplated  have been duly
          authorized by Mestek.  No other corporate,  court or other proceedings
          are necessary to authorize the  consummation of this Agreement and the
          transactions   contemplated  hereby.  This  Agreement  has  been  duly
          executed and delivered by Mestek,  and constitutes a valid and binding
          obligation of Mestek.  The execution and performance of this Agreement
          by Mestek does not  violate,  result in a breach of, or  constitute  a
          default  under  any  judgment,  order  or  decree  to  which it may be
          subject, nor does such making or performance constitute a violation of
          or conflict with any provision of Mestek's  Articles of  Incorporation
          or By-laws.

          (b) Investment Intent.  Mestek is acquiring the Warrant for investment
          for  its  own  account  and  not  with a view  to,  or for  resale  in
          connection  with,  the  distribution  thereof,  except  for  any  such
          distribution thereof effected in compliance with the Securities Act of
          1933, as amended (the "Securities Act").  Mestek will not, directly or
          indirectly,  transfer, sell, assign, pledge,  hypothecate or otherwise
          dispose of any Shares unless the transfer,  sale, assignment,  pledge,
          hypothecation or other disposition (the "transfer") (i) is pursuant to
          an effective  registration  statement under the Securities Act or (ii)
          Mestek shall have  furnished  CareCentric  with an opinion of counsel,
          which  opinion  and  counsel  shall  be  reasonably   satisfactory  to
          CareCentric,  to the  effect  that no such  registration  is  required
          because of the  availability of an exemption from  registration  under
          the Securities Act.

          (c)  Legend.   Mestek  has  been  advised  by  CareCentric   that  the
          certificate  or  certificates  to be issued  upon  exercise of the New
          Warrant, representing the Shares will bear the following legend:

          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.

          (d) Restricted Securities. Mestek has been advised by CareCentric that
          (i) any Shares received by Mestek upon the exercise of the New Warrant
          will be  "restricted  securities" as defined under Rule 144 (as it may


                                       3
<PAGE>

          be amended from time to time)  promulgated  under the  Securities  Act
          ("Rule  144");  (ii) the Shares must be held  indefinitely  and Mestek
          must  continue  to bear the  economic  risk of the  investment  in the
          Shares  unless  the  offer  and  sale of the  Shares  is  subsequently
          registered  under  the  Securities  Act  or  an  exemption  from  such
          registration is available;  (iii) Rule 144 does not presently  provide
          an exemption for present  resales of the Shares;  (iv) when and if the
          Shares may be disposed of without  registration  under the  Securities
          Act in  reliance  on  Rule  144,  such  disposition  can,  under  some
          circumstances,  be made  only in  limited  amounts  and  otherwise  in
          accordance  with  the  terms  and  conditions  of  such  Rule;  (v)  a
          restrictive  legend in the form heretofore set forth will be placed on
          the certificates  representing the Shares; and (vi) a notation will be
          made in the  appropriate  records of CareCentric  indicating  that the
          Shares are subject to  restriction  on transfer and  appropriate  stop
          transfer  restrictions will be issued to CareCentric's  transfer agent
          with respect to the Shares.

     5.   Conditions Precedent to Closing.

          (a) CareCentric.  The obligations of CareCentric to issue and exchange
          the New  Warrant  for the Prior  Warrant  shall be  subject to (i) the
          fulfillment, prior to or at the Closing, of the execution and delivery
          of all of the documentation relating to the Credit Facility,  (ii) the
          representations and warranties of Mestek being true and correct on and
          as of the date of the exchange and (iii)  CareCentric  having received
          the opinion of Mestek's counsel, dated as of the Closing Date, in form
          and substance reasonably satisfactory to CareCentric's counsel.

          (b) Mestek.  The  obligation of Mestek to tender the Prior Warrant for
          exchange shall be subject to (i) the  fulfillment,  prior to or at the
          Closing, of all of the documentation  relating to the Credit Facility,
          (ii) the  representations and warranties of CareCentric being true and
          correct on and as of the date of the exchange and (iii) Mestek  having
          received the opinion of CareCentric's counsel, dated as of the Closing
          Date,  in form  and  substance  reasonably  satisfactory  to  Mestek's
          counsel.

     6.   After  Closing.  Subsequent to Closing of this  Agreement,  each party
          shall, at the request of any other party, furnish, execute and deliver
          such  documents,   instruments,  opinions  of  counsel,  certificates,
          notices or other further assurances as counsel of the requesting party
          shall  reasonably  deem necessary or desirable for effecting  complete
          consummation of this Agreement.



                                       4
<PAGE>

     7.   Indemnification.  CareCentric agrees to indemnify Mestek for, and hold
          Mestek harmless from and against, any and all damages,  losses, costs,
          expenses   (including,   without   limitation,   reasonable  fees  and
          disbursements of counsel for Mestek), judgments, settlements and other
          liabilities,  suffered  or incurred  in  connection  with any claim or
          action  relating to or arising out of any breach by CareCentric of any
          of  its  representations  or  covenants  contained  in  this  Exchange
          Agreement or the New Warrant or the failure of  CareCentric to perform
          any  obligation  required to be performed by it under the Agreement or
          the New Warrant.

     7.   Survival.  The  representations,  covenants and warranties herein made
          shall survive closing and the delivery of any or all documents.

     8.   Miscellaneous.

               (A)  Notices. All notices, elections, requests, demands and other
                    communications  hereunder  shall be in writing  and shall be
                    deemed to have been given at the time  received by certified
                    or  registered  mail,  postage  prepaid and addressed to the
                    parties  hereto as follows (or to such other person or place
                    which the  respective  party  has  otherwise  designated  by
                    notice under this provision):

                       TO CARECENTRIC, INC.:

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

                       With a copy to:

                                 Sherman A. Cohen
                                 Arnall Golden Gregory LLP
                                 2800 One Atlantic Center
                                 1201 West Peachtree Street
                                 Atlanta, Georgia 30309-3450
                                 Fax: (404) 873-8631

                       TO MESTEK:

                                 R. Bruce Dewey, President
                                 260 North Elm Street
                                 Westfield, Massachusetts 01085
                                 Fax: (413) 568-7428



                                       5
<PAGE>

                       With a copy to:

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

               (B)  Binding Agreement.  This Agreement shall be binding upon and
                    shall  inure to the  benefit of the  parties  hereto,  their
                    respective personal  representatives,  heirs, successors and
                    assigns.

               (C)  Entire  Agreement.  This  Agreement  constitutes  the entire
                    agreement of the parties  hereto  pertaining  to its subject
                    matter  and   supersedes   all  prior  and   contemporaneous
                    agreements,  undertakings and  understandings of the parties
                    hereto in connection with the subject matter hereof.

               (D)  Governing  Law.This  Agreement shall be governed by the laws
                    of the State of Delaware  without  regard to  principles  of
                    conflicts of laws.

               (E)  Headings.  The headings in this  Agreement  are inserted for
                    convenience  only  and  are  not  to be  considered  in  the
                    construction  of the provisions  hereof and shall not in any
                    way limit the scope or modify  the  substance  or context of
                    any section or paragraph hereof.

               (F)  Waivers.  Any forbearance,  failure or delay by either party
                    in exercising any right,  power,  or remedy  hereunder shall
                    not be deemed to be a waiver of such right, power, or remedy
                    and any single or partial  exercise  of any right,  power or
                    remedy  hereunder  shall not preclude  the further  exercise
                    thereof;  and any right,  power and remedy shall continue in
                    full force and effect  until such right,  power or remedy is
                    specifically  waived by an instrument in writing.  No waiver
                    of any of the provisions of this  Agreement  shall be deemed
                    or shall  constitute a waiver of any other provision of this
                    Agreement,  nor shall such waiver  constitute  a  continuing
                    waiver unless otherwise expressly provided.

               (G)  Amendment. No amendment or modification of this Agreement or
                    waiver of its terms shall be  effective  unless in a writing
                    signed by both parties.

               (H)  Severability.  Each  separately  numbered  paragraph of this
                    Agreement shall be treated as severable,  to the end that if
                    any  one or  more  such  paragraphs  shall  be  adjudged  or


                                       6
<PAGE>

                    declared illegal,  invalid or unenforceable,  this Agreement
                    shall be  interpreted,  and shall  remain in full  force and
                    effect,  as though such  paragraph or  paragraphs  had never
                    been contained in this Agreement.

               (I)  Counterparts.  This  agreement may be executed in any number
                    of counterparts, each of which shall be an original with the
                    same  effect as if the  signatures  thereto  and hereto were
                    upon the same instrument.

IN WITNESS  WHEREOF,  the parties have executed this Agreement on the date first
above written.


                                     CareCentric, Inc.


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



                                     Mestek, Inc.:


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






                                       7
<PAGE>


                                   EXHIBIT "A"

                                     WARRANT

















                                       8

1490029