EXHIBIT 10.52

                           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 400,000
      shares  of  CareCentric's  common  stock on or  before  March 7, 2003 at a
      purchase price of $10.875 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  400,000  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 will issue a New Warrant to
               purchase  400,000  shares of its common stock  exercisable at any
               time on or before June 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.

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                    (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.



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     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


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          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.

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     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

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                     With a copy to:

                         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


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                    end  that  if any  one or  more  such  paragraphs  shall  be
                    adjudged or 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






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                                   EXHIBIT "A"

                                     WARRANT




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