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 490,396 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 490,396
shares of the $0.001 par value common stock of the Company ("Common Stock"),  as
the Company is  constituted  on the 12th day of June,  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 Holder's waiver of certain voting
rights  previously  granted to it in  connection  with the issuance of 5,600,000
shares of the Company's Series B Preferred Stock to the Holder on March 7, 2000.

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.
<PAGE>

2.   Exercise  Price.  The price at which the Holder may  exercise  this Warrant
     (the  "Exercise  Price")  shall be $3.21 per share,  subject,  however,  to
     adjustments as provided in Section 9 hereof.

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  490,396  shares of 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 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 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
          its address as shown on the Warrant  Register by written notice to the
          Company  requesting such change.  Any notice or written  communication


                                       2
<PAGE>

          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 and the provisions of Section 10 with respect to  registration
          rights.

     (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  Securities  Act of 1933 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.

                                       3
<PAGE>

          (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
     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 to Exercise Price for Certain  Diluting  Issuances,  Splits and
     Combinations.  The Exercise Price shall be subject to adjustment  from time
     to time as follows:

     (a)  Special  Definitions.  For purposes of this  Section 9, the  following
          definitions apply:

                                       4
<PAGE>


          (i)  "Options"  shall mean rights,  options,  or warrants to subscribe
               for,  purchase  or  otherwise  acquire  either  Common  Stock  or
               Convertible Securities (defined below).

          (ii) "Convertible    Securities"   shall   mean   any   evidences   of
               indebtedness,   shares   (other  than  Common   Stock)  or  other
               securities convertible into or exchangeable for Common Stock.

          (iii)"Additional  Stock"  shall mean all shares of Common Stock issued
               by the Company  after the Warrant  Issue Date,  and all shares of
               Common  Stock  issuable   pursuant  to  Options  and  Convertible
               Securities  issued by the Company  after the Warrant  Issue Date,
               other than:

               (A)  up to 606,904 shares of Common Stock that may be issuable to
                    former preferred shareholders and noteholders of CareCentric
                    Solutions,  Inc.  ("CareCentric")  pursuant  to the terms of
                    that certain  Agreement  and Plan of Merger dated as of July
                    12,  1999 by and  among  the  Company,  Simione  Acquisition
                    Corporation and CareCentric; and

               (B)  shares of Common Stock for which  adjustment of the Exercise
                    Price is made pursuant to Section 9(d) or 9(e) below.

     (b)  Adjustments. If the Company shall issue, after the Warrant Issue Date,
          any Additional Stock without  consideration or for a consideration per
          share less than the Exercise Price in effect  immediately prior to the
          issuance  of such  Additional  Stock,  the  Exercise  Price in  effect
          immediately  prior to each such issuance  shall  forthwith be adjusted
          downward  to a price  equal  to the  price  paid  per  share  for such
          Additional Stock.

     (c)  Determination  of  Consideration.  For purposes of this Section 9, the
          consideration  received  by  the  Company  for  the  issuance  of  any
          Additional Stock shall be computed as follows:

          (i)  Cash and Property. Such consideration shall:

               (A)  insofar as it consists of cash, be computed at the aggregate
                    amount of cash  received  by the Company  excluding  amounts
                    paid or payable for accrued interest or accrued dividends;

               (B)  insofar as it  consists  of  property  other  than cash,  be
                    computed  at the  fair  value  thereof  at the  time of such
                    issue, as determined in good faith by the Company's Board of
                    Directors; and

                                       5
<PAGE>

               (C)  in the event  Additional Stock is issued together with other
                    shares or  securities  or other  assets of the  Company  for
                    consideration  which covers both, be the  proportion of such
                    consideration  so received,  computed as provided in clauses
                    (A) and (B)  above,  as  determined  in  good  faith  by the
                    Company's Board of Directors.

          (ii) Options and Convertible  Securities.  The consideration per share
               received by the Company for Additional  Stock deemed to have been
               issued  pursuant  to this  Section  9  relating  to  Options  and
               Convertible Securities shall be determined by dividing:

               (A)  the total  amount,  if any,  received or  receivable  by the
                    Company as consideration for the issuance of such Options or
                    Convertible Securities, plus the minimum aggregate amount of
                    additional  consideration  (as set forth in the  instruments
                    relating thereto,  without regard to any provision contained
                    therein designed to protect against dilution) payable to the
                    Company upon the exercise of such Options or the  conversion
                    or exchange of such Convertible  Securities,  or in the case
                    of Options for Convertible Securities,  upon the exercise of
                    such Options for  Convertible  Securities and the conversion
                    or exchange of such Convertible Securities, by

               (B)  the maximum  number of shares of Common  Stock (as set forth
                    in the instruments  relating thereto,  without regard to any
                    provision  contained  therein  designed  to protect  against
                    dilution)  issuable  upon the  exercise  of such  Options or
                    conversion or exchange of such Convertible Securities, or in
                    the case of Options  for  Convertible  Securities,  upon the
                    exercise of such Options for Convertible  Securities and the
                    conversion or exchange of such Convertible Securities.

     (d)  Adjustments to Exercise Price for Stock Dividends and for Combinations
          or  Subdivisions of Common Stock. In the event that the Company at any


                                       6
<PAGE>

          time or from time to time after the Warrant  Issue Date shall  declare
          or pay any dividend on the Common Stock  payable in Common Stock or in
          any  right to  acquire  Common  Stock for no  consideration,  or shall
          effect a subdivision of the outstanding  shares of Common Stock into a
          greater   number  of  shares   of  Common   Stock  (by  stock   split,
          reclassification or otherwise), or in the event the outstanding shares
          of Common Stock shall be combined or consolidated, by reclassification
          or otherwise, into a lesser number of shares of Common Stock, then the
          Exercise  Price  in  effect  immediately  prior to such  event  shall,
          concurrently with the effectiveness of such event, be  proportionately
          decreased or increased, as appropriate.  In the event that the Company
          shall  declare or pay any dividend on the Common Stock  payable in any
          right to acquire Common Stock for no  consideration,  then the Company
          shall be deemed to have made a dividend  payable in Common Stock in an
          amount of shares equal to the maximum  number of shares  issuable upon
          exercise of such rights to acquire Common Stock.

     (e)  Adjustments for  Reclassification  and  Reorganization.  If the Common
          Stock shall be changed  into the same or a different  number of shares
          of  any  other   class  or  classes  of  stock,   whether  by  capital
          reorganization,   reclassification   or   otherwise   (other   than  a
          subdivision  or  combination  of shares  provided  for in Section 9(d)
          above)  the   applicable   Exercise   Price  then  in  effect   shall,
          concurrently  with  the   effectiveness  of  such   reorganization  or
          reclassification,  be  proportionately  adjusted so that the shares of
          Common Stock issued upon exercise hereof shall be convertible into, in
          lieu of the number of shares of Common  Stock  which the Holder  would
          otherwise  have been  entitled to receive,  a number of shares of such
          other class or classes of stock  equivalent to the number of shares of
          Common  Stock that  would  have been  subject to receipt by the Holder
          upon conversion of shares of the Common Stock immediately  before that
          change.

10.  Registration  Rights.  The Company  covenants  and agrees that Holder shall
     have registration rights with respect to this Warrant as follows:

     10.1 Definitions. For purposes of this Section 10:

          (a)  The term "Form S-3" means such form under the  Securities  Act of
               1933,  as amended  ("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.

          (b)  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.

          (c)  The term  "Holder"  means Holder or any  permitted  transferee or
               assignee thereof.

          (d)  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.

          (e)  The terms "register", "registered", and "registration" refer to a
               registration  effected  by  preparing  and filing a  registration


                                       7
<PAGE>

               statement or similar  document in compliance  with the Securities
               Act, and the  declaration  or ordering of  effectiveness  of such
               registration statement or document.

          (f)  The term  "Registrable  Shares"  means (i) the  Company's  Common
               Stock issuable or issued upon exercise of this Warrant,  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 Shares sold by a Person in a
               transaction  in which such Person's  rights under this Section 10
               are not assigned.

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

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

     10.2 Request for Registration. Upon request of the Holder, the Company will
use  its  best  efforts  to file  within  45 days of a  request  from  Holder  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 Holder.  The  Company  shall not be required to file more than
three such registration  statements (excluding any registration  statement which
is delayed  pursuant to Section  10.4(e)  below and through  which the Holder is
unable to register  eighty  percent  (80%) or more of the amount of  Registrable
Shares  that  Holder  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 Warrant Issue Date.

     10.3 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 Holder (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 Holder made within 30 days


                                       8
<PAGE>

               after receipt of such written notice from the Company,  except as
               set forth in Section  10.4(e)  below and subject to the currently
               existing piggyback rights referenced in Section 10.10.

     10.4 Obligations of the Company. If and whenever pursuant to the provisions
of this Section 10 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  Holder  shall
               reasonably  request,  and do any and all  other  acts and  things
               which may be necessary or advisable (in the reasonable opinion of
               Holder) to enable Holder to consummate the  disposition  thereof;
               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  Holder  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 Holder 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:



                                       9
<PAGE>

               (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 Securities  Exchange Act of
                    1934, as amended  ("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  10.3(a) is for
                    an  underwritten   public  offering  to  issue  the  Company
                    securities   for  cash,   the  Company   shall  include  the
                    Registrable Shares in such underwritten  offering subject to
                    (A) the  right of the  managing  underwriters  to  object to
                    including  such  shares,  (B)  Section  10.10,  and  (C) the
                    condition that the Holder selling Registrable Shares in such
                    underwritten  offering shall  cooperate in the  registration
                    process in all material respects, including execution by the
                    Holder  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 10.3(a),
                    all Persons holding securities of the Company (including the
                    Holder) who hold registration  rights and who have requested
                    registration  (collectively,  the "Security Holders") shall,
                    subject  to  Section  10.10  hereof,   participate   in  the
                    underwritten  public  offering pro rata based upon the ratio


                                       10
<PAGE>

                    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 Holder's  Registrable  Shares if Holder
                    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.

     10.5  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 Holder shall be responsible  for the payment of  underwriting  discounts and
commissions,  if any, and applicable  transfer taxes relating to the Registrable
Shares  sold by Holder and for the fees and  charges of any  attorneys  or other
advisers retained by Holder.

     10.6 Indemnification. In the event any Registrable Shares are included in a
registration statement under this Section 10:

          (a)  To  the  extent   permitted   by  law,   with   respect  to  each
               registration, qualification, or compliance that has been effected
               pursuant to this  Warrant,  the Company will  indemnify  and hold
               harmless  Holder,  his  legal  counsel  and  accountants  (each a
               "Representative"),   and  any  underwriter  (as  defined  in  the
               Securities  Act) for  Holder 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   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


                                       11
<PAGE>

               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  Holder,  Holder'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 Holder.

          (b)  To the extent  permitted by law,  Holder 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 Security Holder
               selling  securities  in  such  registration   statement  and  any
               controlling  Person  of any such  underwriter  or other  Security
               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
               Holder  expressly for use in connection  with such  registration;
               and the Holder  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  Holder,  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 Holder.

          (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


                                       12
<PAGE>

               respect  thereof is to be made  against  any  indemnifying  party
               under this Section,  deliver to the indemnifying  party a written
               notice of the  commencement  thereof and the  indemnifying  party
               shall have the right to  participate  in,  and, to the extent the
               indemnifying   party  so   desires,   jointly   with  any   other
               indemnifying  party similarly  noticed,  to assume the defense of
               such action,  with counsel mutually  satisfactory to the parties;
               provided,  however,  that an indemnified party (together with all
               other  indemnified   parties  that  may  be  represented  without
               conflict  by one  counsel)  shall  have the right to  retain  one
               separate  counsel,  with the fees and  expenses to be paid by the
               indemnifying  party, if  representation of such indemnified party
               by the  counsel  retained  by the  indemnifying  party  would  be
               inappropriate  due to actual  or  potential  differing  interests
               between such indemnified party and any other party represented by
               such counsel in such  proceeding.  The failure to deliver written
               notice to the indemnifying  party within a reasonable time of the
               commencement of any such action, if prejudicial to its ability to
               defend such action,  shall relieve such indemnifying party of its
               liability to the  indemnified  party under this Section 10.6 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


                                       13
<PAGE>

               in  connection  with  any  underwritten  public  offering  are in
               conflict with the foregoing  provisions,  the  provisions in this
               Warrant shall control.

          (g)  The  obligations of the Company and the Holder under this Section
               10.6 shall survive the  completion of any offering of Registrable
               Shares in a registration  statement  under this Section 10.6, and
               otherwise.

     10.7  Information  by the Holder.  The Holder shall  furnish to the Company
such information  regarding the Holder 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 10.

     10.8 SEC Rule 144 Reporting and Reports Under  Securities  Act and Exchange
Act. With a view to making  available to the Holder 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 Holder 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  Holder  to  utilize  Form  S-3 or its
               successor for the sale of his Registrable  Shares, 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 Holder, so long as the Holder owns any Registrable
               Shares,  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


                                       14
<PAGE>

               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
               Holder of any rule or  regulation  of the SEC which  permits  the
               selling of any such securities  without  registration or pursuant
               to such Form S-3 or its successor.

     10.9 Transfer or Assignment of Registration Rights. The rights to cause the
Company  to  register  Registrable  Shares  pursuant  to this  Section 10 may be
transferred or assigned (but only with all related obligations) by the Holder to
a transferee or assignee of such securities, provided: (a) 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 (b) such  assignment  shall only be effective if it complies
with all  applicable  federal and state  securities  laws.  For the  purposes of
determining the number of shares of Registrable  Securities held by a transferee
or assignee,  the holdings of transferees and assignees of a partnership who are
partners  or  retired  partners  of  such  partnership  (including  spouses  and
ancestors,  lineal  descendants  and  siblings  of such  partners or spouses who
acquire  Registrable  Shares by gift,  will or  intestate  succession)  shall be
aggregated together and with the partnership.

     10.10 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,  John E. Reed ("Reed"),  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 Warrant to the extent  required in such
               agreements  and to the extent that any such prior rights have not
               been waived or amended.

          (b)  Subject to Section 10.10(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 Warrant unless the Holder shall be entitled to have included


                                       15
<PAGE>

               in such  registration all Registrable  Shares requested by Holder
               to be so  included  prior  to the  inclusion  of  any  securities
               requested to be registered by the persons or entities entitled to
               any such other registration rights, other than securities subject
               to the Registration Rights Agreements,  the MCS Merger Agreement,
               and the CareCentric  Merger Agreement,  which shall have priority
               (but only to the  extent  that such  prior  rights  have not been
               waived or amended).

          (c)  Subject  to  Section  10.10(d),  for so long as the  Holder  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 10.10, no other Person shall be entitled to
               "piggyback"  or  participate  in any of the demand  registrations
               that Holder  initiates  pursuant  to Section  10.2  without  such
               Holder'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 Reed,  dated of
               even  date  herewith;  (ii)  that  certain  Series D  Convertible
               Preferred Stock Purchase  Agreement between the Company and Reed,
               dated of even date herewith, and (iii) that certain Warrant to be
               granted to Holder in  consideration of its agreement to issue its
               guaranty on certain  indebtedness  of the  Company,  the terms of
               which are currently  being  negotiated  between the Company and a
               commercial bank.

     10.11 Suspension of Registration Rights. The right of the Holder to request
registration of shares as provided in this Section 10 shall be suspended  during
any period of time that all of the  Registrable  Shares held and  entitled to be
held (as a result of conversion of Series D Preferred  Stock held) by the Holder
may immediately be sold under SEC Rule 144.

11.  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.

                                       16
<PAGE>

     (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 June 12, 2000

                                             Simione Central Holdings, Inc.

                                             By:   ______________________
                                             Title  _____________________

HOLDER:
Mestek, Inc.

By:  ______________________
Title______________________