Exhibit 4.2
                                                            Warrant to Purchase
                                                               **________**
WE-1                                                      Shares of Common Stock

NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK  ISSUABLE  UPON  EXERCISE OF
THIS WARRANT HAVE BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND NEITHER  THIS WARRANT NOR SUCH SHARES MAY BE SOLD,  ENCUMBERED  OR OTHERWISE
TRANSFERRED  EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER SUCH
ACT OR AN EXEMPTION  FROM SUCH  REGISTRATION  REQUIREMENT,  AND, IF AN EXEMPTION
SHALL BE  APPLICABLE,  THE  HOLDER  SHALL HAVE  DELIVERED  AN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

          VOID AFTER 5:30 P.M. NEW YORK CITY TIME ON ________ __, 200_

                     SERIES E COMMON STOCK PURCHASE WARRANT
                                       OF
                           NETSMART TECHNOLOGIES, INC.

This is to certify that, FOR VALUE RECEIVED, Newbridge Securities Corporation or
registered assigns ("Holder"), is entitled to purchase, on the terms and subject
to the provisions of this Warrant, from Netsmart Technologies,  Inc., a Delaware
corporation (the "Company"), _____________________ (______) shares of the common
stock, par value $.01 per share ("Common Stock"),  of the Company at an exercise
price per share (the "Exercise  Price") of  [$________],  at any time during the
period (the "Exercise Period") commencing on the date of this Warrant and ending
at 5:30 P.M. New York City time, on  ___________  __, 200_;  provided,  however,
that if such  date is a day on which  banking  institutions  in the State of New
York are  authorized by law to close,  then on the next  succeeding day on which
such banks are not authorized to be closed. Reference to the Warrants shall mean
all of the Series E Common Stock Purchase Warrants issued by the Company and any
Warrants  issued as a result of the transfer or partial  exercise of any of such
Warrants.  The Warrants  were issued  pursuant to an  agreement  dated April 10,
2002,  by and between  Newbridge  Securities  Corporation  and the Company  (the
"Agreement").  This Warrant shall  terminate and the Holder shall have no rights
under  this  Warrant if the date of the  termination  of  Warrant  exercise,  as
defined in the Agreement,  occurs prior to the first day of the Exercise Period.
In such event, the Holder shall immediately, upon request of the Company and for
no consideration, return this Warrant to the Company.

     (a) EXERCISE OF WARRANT. This Warrant may be exercised in whole at any time
or in part from time to time  during the  Exercise  Period by  presentation  and
surrender  of this  Warrant to the Company at its  principal  office,  or at the
office of its stock  transfer  agent,  if any,  with the  Purchase  Form annexed
hereto duly executed and  accompanied  by payment of the Exercise  Price for the
number of shares of Common Stock specified in such form. Payment of the Exercise
Price shall be made by wire  transfer or check  (subject to  collection)  in the
amount  of the  Exercise  Price  payable  to the order of the  Company.  If this
Warrant should be exercised in part only,  the Company shall,  upon surrender of
this Warrant for cancellation,  execute and deliver a new Warrant evidencing the
rights of the Holder to  purchase  the  balance  of the  shares of Common  Stock
purchasable  hereunder.  Upon  receipt  by the  Company  of this  Warrant at its
office,  or by the stock transfer agent of the Company at its office,  in proper
form for exercise,  the Holder shall be deemed to be the holder of record of the
shares of Common Stock  issuable upon such  exercise,  notwithstanding  that the
stock  transfer  books of the Company shall then be closed or that  certificates


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representing such shares of Common Stock shall not then be actually delivered to
the Holder.  The shares of Common Stock issued or issuable upon exercise of this
Warrant are referred to as the "Warrant Shares."

     (b)  RESERVATION  OF SHARES.  The Company  hereby  agrees that at all times
there shall be reserved for issuance and/or delivery upon exercise or conversion
of this  Warrant  such number of shares of Common Stock as shall be required for
issuance  and  delivery  upon  exercise  of this  Warrant and that it shall not,
without the prior  approval of the  holders of a majority of the  Warrants  then
outstanding, increase the par value of the Common Stock.

     (c)  FRACTIONAL  SHARES.  No  fractional  shares  or  script   representing
fractional  shares  shall be issued  upon the  exercise  of this  Warrant.  With
respect to any fraction of a share called for upon any exercise of this Warrant,
the Company shall issue to the Holder cash equal to the value of the  fractional
share.  The  value of a shares,  for  purposes  of  computing  fractional  share
interests  shall  mean:  The  current  value per share of Common  Stock shall be
determined as follows:

          (1) If the Common Stock is listed on a national securities exchange or
admitted to unlisted  trading  privileges on such exchange or listed for trading
on the Nasdaq Stock Market ("Nasdaq") or other automated  quotation system which
provides  information as to the last sale price,  the current value shall be the
average of the  reported  last sale prices of one share of Common  Stock on such
exchange  or  system  on the last  five (5)  trading  days  prior to the date of
exercise of this Warrant,  or if, on any of such dates,  no such sale is made on
such day,  the closing bid price for such date on such  exchange or system shall
be used;  or

          (2) If the  Common  Stock is not so listed  or  admitted  to  unlisted
trading  privileges,  the  current  value  shall be the mean the  average of the
reported last bid price of one share of Common Stock as reported by Nasdaq,  the
National Quotation Bureau,  Inc. or other similar reporting service, on the last
five (5) trading day prior to the date of the exercise of this Warrant; or

          (3) If the  Common  Stock is not so listed  or  admitted  to  unlisted
trading  privileges  and bid and asked prices are not so  reported,  the current
value of one share of Common Stock shall be an amount, not less than book value,
determined  in such  reasonable  manner  as may be  prescribed  by the  Board of
Directors of the Company.

     (d)  EXCHANGE,  TRANSFER,  ASSIGNMENT  OR LOSS OF WARRANT.  This Warrant is
exchangeable,  without expense,  at the option of the Holder,  upon presentation
and  surrender  hereof to the  Company  or at the  office of its stock  transfer
agent,  if any, for other  Warrants of  different  denominations  entitling  the
holder  thereof to purchase in the aggregate the same number of shares of Common
Stock purchasable hereunder.  Subject to the provisions of Paragraph (k) of this
Warrant,  upon  surrender of this Warrant to the Company or at the office of its
stock  transfer  agent,  if any, with the  Assignment  Form annexed  hereto duly
executed  and funds  sufficient  to pay any  transfer  tax,  the Company  shall,
without  charge,  execute and deliver a new Warrant in the name of the  assignee
named in such  instrument  of  assignment  and this  Warrant  shall  promptly be
canceled.  This  Warrant may be divided or combined  with other  Warrants  which
carry the same rights upon  presentation  hereof at the office of the Company or
at the  office of its stock  transfer  agent,  if any,  together  with a written
notice  specifying the names and  denominations  in which new Warrants are to be
issued  and signed by the  Holder  hereof.  The term  "Warrant"  as used  herein
includes any Warrants into which this Warrant may be divided or exchanged.  Upon
receipt  by the  Company  of  evidence  satisfactory  to it of the loss,  theft,
destruction  or mutilation of this Warrant,  and (in the case of loss,  theft or
destruction) of reasonably satisfactory indemnification, and upon


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surrender  and  cancellation  of this Warrant,  if  mutilated,  the Company will
execute and deliver a new Warrant of like tenor.  Any such new Warrant  executed
and delivered shall constitute an additional  contractual obligation on the part
of the  Company,  whether or not this  Warrant so lost,  stolen,  destroyed,  or
Mutilated shall be at any time enforceable by anyone.

     (e) RIGHTS OF THE HOLDER.  The Holder shall not, by virtue of this Warrant,
be  entitled to any rights of a  stockholder  in the  Company,  either at law or
equity,  and the  rights of the Holder are  limited  to those  expressed  in the
Warrant and are not  enforceable  against  the Company  except to the extent set
forth in this Warrant.

     (f) ANTI-DILUTION PROVISIONS.  The Exercise Price in effect at any time and
the number and kind of  securities  purchasable  upon  exercise of each  Warrant
shall be subject to  adjustment in case the Company  shall,  subsequent to March
31,  2002,  (i) pay a dividend  or make a  distribution  on its shares of Common
Stock in shares of Common Stock (ii)  subdivide or  reclassify  its  outstanding
Common Stock into a greater number of shares, or (iii) combine or reclassify its
outstanding  Common Stock into a smaller number of shares or otherwise  effect a
reverse  split,  the Exercise Price in effect at the time of the record date for
such  dividend or  distribution  or of the effective  date of such  subdivision,
combination or  reclassification  shall be proportionately  adjusted so that the
Holder of this  Warrant  exercised  after such date shall be entitled to receive
the  aggregate  number  and  kind of  shares  which,  if this  Warrant  had been
exercised immediately prior to such time, he would have owned upon such exercise
and been entitled to receive upon such  dividend,  subdivision,  combination  or
reclassification.  Such adjustment shall be made successively whenever any event
listed in this Paragraph (f) shall occur.

     (g) OFFICER'S CERTIFICATE. Whenever the Exercise Price shall be adjusted as
required by the  provisions of Paragraph (f) of this Warrant,  the Company shall
forthwith file in the custody of its Secretary or an Assistant  Secretary at its
principal  office  and with its  stock  transfer  agent,  if any,  an  officer's
certificate  showing the  adjusted  Exercise  Price and the  adjusted  number of
shares of Common Stock  issuable upon  exercise of each  Warrant,  determined as
herein  provided,  setting forth in reasonable  detail the facts  requiring such
adjustment.  Each such  officer's  certificate  shall be made  available  at all
reasonable times for inspection by the Holder, and the Company shall,  forthwith
after  each  such  adjustment,  mail,  by  first  class  mail,  a copy  of  such
certificate  to the Holder at the  Holder's  address set forth in the  Company's
Warrant Register.

     (h)  NOTICES  TO  WARRANT  HOLDERS.  So  long  as  this  Warrant  shall  be
outstanding,  (1) if the Company shall pay any dividend or make any distribution
upon Common Stock (other than a regular  cash  dividend  payable out of retained
earnings)  or (2) if the Company  shall offer to the holders of Common Stock for
subscription  or purchase by them any share of any class or any other  rights or
(3) if  any  capital  reorganization  of the  Company,  reclassification  of the
capital  stock of the  Company,  consolidation  or merger of the Company with or
into another corporation, sale, lease or transfer of all or substantially all of
the property and assets of the Company to another  corporation,  or voluntary or
involuntary  dissolution,  liquidation  or  winding up of the  Company  shall be
effected,  then in any such  case,  the  Company  shall  cause to be  mailed  by
certified mail, return receipt  requested,  to the Holder, at least fifteen days
prior to the date specified in clauses (i) and (ii), as the case may be, of this
Paragraph (h) a notice containing a brief description of the proposed action and
stating  the date on which (i) a record is to be taken for the  purpose  of such
dividend, distribution or rights, or (ii) such reclassification, reorganization,
consolidation, merger, conveyance, lease, dissolution, liquidation or winding up
is to take place and the date, if any is to be fixed, as of which the holders of
Common  Stock  or  other   securities  shall  receive  cash  or  other  property
deliverable


<PAGE>

upon such reclassification,  reorganization,  consolidation, merger, conveyance,
dissolution, liquidation or winding up.

     (i) RECLASSIFICATION, REORGANIZATION OR MERGER.

          (1) In case of any reclassification,  capital  reorganization or other
change of outstanding  shares of Common Stock of the Company,  or in case of any
consolidation or merger of the Company with or into another  corporation  (other
than a merger in which the Company is the continuing  corporation and which does
not result in any  reclassification,  capital  reorganization or other change of
outstanding  shares of Common Stock of the class  issuable upon exercise of this
Warrant) or in case of any sale,  lease or conveyance to another  corporation of
the property of the Company as an entirety,  the Company  shall,  as a condition
precedent to such transaction, cause effective provisions to be made so that the
Holder shall have the right  thereafter by exercising this Warrant,  to purchase
the kind and  amount  of  shares of stock  and  other  securities  and  property
receivable upon such reclassification,  capital reorganization and other change,
consolidation, merger, sale or conveyance by a holder of the number of shares of
Common  Stock  which might have been  purchased  upon  exercise of this  Warrant
immediately prior to such reclassification,  change, consolidation, merger, sale
or conveyance.  Any such provision shall include provision for adjustments which
shall be as nearly equivalent as may be practicable to the adjustments  provided
for in this Warrant.  The foregoing  provisions of this  Paragraph  (i)(1) shall
similarly apply to successive  reclassifications,  capital  reorganizations  and
changes of shares of Common  Stock and to  successive  consolidations,  mergers,
sales or conveyances.

          (2)  Notwithstanding  the  provisions  of  Paragraph  (i)(1)  of  this
Warrant,  in the event of a cash merger, this Warrant, if not exercised prior to
the effective time of the cash merger,  shall, at the effective time of the cash
merger,  without any action on the part of the holder,  become and be  converted
into the right to receive cash equal to the amount determined by (a) multiplying
the number of shares of Common Stock  issuable  upon exercise of this Warrant by
the amount by which (i) the  consideration  payable with respect to one share of
Common  Stock in the  cash  merger  exceeds  (ii) the  Exercise  Price,  and (b)
dividing the result so obtained by the consideration payable with respect to one
share of Common  Stock in the cash  merger.  A cash merger  shall mean merger or
consolidation  of the Company into another  corporation or entity or the sale by
the  Company  of  all or  substantially  all of its  business  and  assets  in a
transaction  in which the net  proceeds  from such sale are  distributed  to the
Company's  stockholders in liquidation of their shares of Common Stock,  if, and
only if, the sole  consideration  to be  received  by the  holders of the Common
Stock is cash, including any contingent cash.

     (j) REGISTRATION UNDER THE SECURITIES ACT OF 1933.

          (1) In the event that, at any time during the period  commencing  with
the issuance of this Warrant and ending March 1, 2005, the Company registers its
securities  pursuant to the Securities Act of 1933, as amended (the  "Securities
Act"),  in connection  with a public  offering of its  securities  (other than a
registration  statement on Form S-4 or S-8 or  subsequent  similar  forms),  the
Company  shall  advise the  registered  holders of the  Warrants  or the Warrant
Shares  (each such person  being  referred  to herein as a "holder")  by written
notice at least one week prior to the filing of any registration statement under
the  Securities  Act  covering any  securities  of the Company and will upon the
request of any such  holder  include  in any such  registration  statement  such
information  as may be  required  to  permit a public  offering  of the  Warrant
Shares;  provided,  however,  that the Company  shall not be required to include
such Warrant Shares in a registration  statement  relating to an offering by the
Company of securities for its own account if the


<PAGE>


managing  underwriter  shall  have  advised  the  Company  in  writing  that the
inclusion of such Warrant  Shares will have a material  adverse  effect upon the
ability of the Company to sell  securities  for its own account,  and  provided,
further,  that the holders are not treated  less  favorably  than others  having
piggyback registration rights. The Company shall keep the registration statement
current and  effective  for the holders for a period of nine (9) months from the
effective date of such registration  statement or until such earlier date as all
of the registered  Warrant Shares shall have been sold. In connection  with such
registration,  if requested by the  managing  underwriter  as a condition to the
inclusion of the Warrant Shares in the registration statement, the holders shall
agree not to sell or otherwise  distribute  the Warrant  Shares  pursuant to the
registration  statement  for such period not to exceed six months (the  "lock-up
period") as the managing  underwriter shall request,  in which event the Company
will keep the registration  statement  current and effective for nine (9) months
after the  expiration  of the lock-up  period or such earlier date as all of the
registered  Warrant  Shares shall have been sold.  If the Company is eligible to
register  the Warrant  Shares on a Form S-3 or similar  short-form  registration
statement,  the  Company  shall use such form and  shall  keep the  registration
statement  current and effective until all of the Warrant Shares shall have been
sold.

          (2)  Notwithstanding  the  provisions  of  Paragraphs  (j)(1)  of this
Warrant, the Company's obligations to keep a registration  statement current and
effective shall be suspended for an Excusable Reason, as hereinafter defined. If
an  Excusable  Reason  shall occur,  the Company  shall give the holders  prompt
notice  thereof,  and the holders  shall  refrain from  thereafter  making sales
pursuant to the  registration  statement  until the  cessation of the  Excusable
Reason.  An "Excusable  Reason" shall mean the occurrence of  negotiations  with
respect to a material  agreement  prior to the  either the  announcement  of the
execution of the agreement or the termination of the  negotiations  with respect
to such proposed  agreement and other similar material corporate events to which
the Company is a party or expects to be a party if, in the  reasonable  judgment
of the Company,  disclosure of the negotiations or other event would be required
to be included in a registration  statement filed pursuant to the Securities Act
or filed  with  the  Commission  in a filing  which  would  be  incorporated  by
reference in such a registration  statement and such disclosure would be adverse
to the best interests of the Company; provided that the Company is continuing to
treat such negotiations as confidential and provided,  further,  that the period
during which the Company is precluded from filing the registration statement (or
suspended the use of an effective  registration  statement) as a result  thereof
has not exceeded sixty (60) days and provided,  further,  that the Company shall
not,  without the  consent of the holders of a majority of the then  outstanding
Warrant  Shares,  determined  as if all  outstanding  Series E Warrants had been
exercised,  be  permitted  to  suspend  the  use  of an  effective  registration
statement for an Excusable Reason more than twice in any twelve-month period. In
the event that the use of a registration statement is suspended for an Excusable
Reason, the period during which the registration statement shall be kept current
and  effective  shall be  extended  for the  number  of days that the use of the
registration statement is suspended for an Excusable Reason;  provided, that the
Company  shall not be required to keep the  registration  statement  current and
effective  subsequent  to the December 31,  2007.  The Company  shall advise the
holders in writing of the occurrence and termination of an Excusable Reason. The
Company  shall not be in violation of this  Paragraph  (j) if such delays exceed
those provided for in this Paragraph (j)(2) and are caused by action or inaction
by the Commission,  the National  Association of Securities Dealers,  Inc., NASD
Regulation,  Inc.,  any  stock  exchange  or  market  or  any  state  securities
commission or any holder.

          (3) The  following  provision  of this  Paragraph  (j)  shall  also be
applicable:

               (A) The  Company  shall bear the entire  cost and  expense of any
registration  of securities  pursuant to Paragraph  (j)(1) of this Warrant.  Any
holder whose Warrant Shares are included


<PAGE>

in any  such  registration  statement  pursuant  to this  Paragraph  (j)  shall,
however,  bear any  transfer  taxes or  underwriting  discounts  or  commissions
applicable  to the Warrant  Shares sold by him  pursuant  thereto as well as any
fees and disbursements of counsel for the holder.

               (B) The Company shall indemnify and hold harmless each holder and
each  underwriter,  within the meaning of the  Securities  Act, who may purchase
from or sell for any such holder any Warrant Shares from and against any and all
losses, claims, damages and liabilities (including fees and expenses of counsel,
which counsel shall,  if, in the reasonable  opinion of counsel for the Company,
the  representation  by such  counsel of both the  Company  and the  indemnified
parties constitutes a conflict of interest under applicable Code of Professional
Responsibility,  be separate  from counsel for the Company,  provided,  that the
Company shall not be required to pay the fees of more than one firm representing
all  holders,  including  all  underwriters  engaged  by  the  holders  and  the
controlling  persons of such holders and  underwriters,  which  counsel shall be
selected by the holders of a majority of shares of Common  Stock  registered  in
the  offering,  including  shares  registered  by holders  other than holders of
Series E Warrants or Warrant  Shares,  and in other offerings where the claim is
essentially the same) caused by any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement or any post-effective
amendment thereto or any registration  statement under the Securities Act or any
prospectus  included therein required to be filed or furnished by reason of this
Paragraph (j) or any application or other filing under any state  securities law
caused by any  omission or alleged  omissions to state  therein a material  fact
required to be stated  therein or necessary to make the  statements  therein not
misleading  to which  such  holder  or any such  underwriter  or any of them may
become subject under the Securities Act, the Securities Exchange Act of 1934, as
amended, or other Federal or state statutory law or regulation, at common law or
otherwise,  except insofar as such losses,  claims,  damages or liabilities  are
caused by any such untrue  statement or alleged untrue  statement or omission or
alleged  omission  based upon  information  furnished to the Company by any such
holder or underwriter  expressly for use therein,  which  indemnification  shall
include each  person,  if any,  who  controls  any such  underwriter  within the
meaning  of the  Securities  Act;  provided,  however,  that any such  holder or
underwriter  shall at the same time indemnify the Company,  its directors,  each
officer signing the related  registration  statement,  each person,  if any, who
controls  the Company  within the meaning of the  Securities  Act and each other
holder,  in the manner set forth in this Paragraph  (j)(3)(B),  from and against
any and all  losses,  claims,  damages  and  liabilities  caused  by any  untrue
statement  or alleged  untrue  statement  of a material  fact  contained  in any
registration  statement or any  prospectus  required to be filed or furnished by
reason of this  Paragraph  (j) or caused by any omission or alleged  omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading,  insofar as such losses,  claims, damages
or liabilities are caused by any untrue statement or alleged untrue statement or
omission based upon  information  furnished to the Company by any such holder or
underwriter expressly for use therein.


               (C) Within five (5) days after  receipt by an  indemnified  party
under Paragraph  (f)(3)(B) of this Warrant of notice of the  commencement of any
action,  such  indemnified  party shall,  if a claim in respect thereof is to be
made  against  an  indemnifying   party  under  such   subsection,   notify  the
indemnifying  party in writing of the  commencement  thereof.  The failure so to
notify the indemnifying  party shall not relieve the indemnifying party from any
liability  under said Paragraph  (f)(3)(B) as to the  particular  item for which
indemnification  is then  being  sought,  unless  such  indemnifying  party  was
materially  prejudiced  from such  failure to give timely  notice,  and will not
relieve  the  indemnifying  party  from  any  liability  that it may have to any
indemnified  party  otherwise than under said Paragraph  (f)(3)(B).  If any such
action is brought against any indemnified party and it notifies the indemnifying


<PAGE>

party of the commencement  thereof,  the indemnifying  party will be entitled to
participate  therein  and,  to the extent  that it may elect by  written  notice
delivered to the indemnified party promptly after receiving the aforesaid notice
from such indemnified  party, to assume the defense thereof;  provided,  that if
the  defendants in any such action  include both the  indemnified  party and the
indemnifying  party and either (i) the  indemnifying  party or parties agree, or
(ii)   representation  of  both  the  indemnifying  party  or  parties  and  the
indemnified  party or parties by the same  counsel is, in the opinion of counsel
for  the  indemnifying  party,   inappropriate  under  applicable  standards  of
professional  conduct as provided in Paragraph  (f)(3)(B) of this  Warrant.  The
indemnifying  party  will not be liable to such  indemnified  party  under  this
Paragraph  (f)(3)(C) for any legal or other  expenses  subsequently  incurred by
such  indemnified  party in connection  with the defense  thereof unless (i) the
indemnified  party shall have employed counsel in connection with the assumption
of legal defenses in accordance  with the proviso to the  immediately  preceding
sentence in each  jurisdiction,  such counsel to be selected as provided in said
Paragraph (f)(3)(B); (ii) the indemnifying party shall not have employed counsel
to represent  the  indemnified  party  within a reasonable  time after notice of
commencement of the action,  or (iii) the indemnifying  party has authorized the
employment  of  counsel  for  the  indemnified  party  at  the  expense  of  the
indemnifying  party.  In no event shall an  indemnifying  party be liable  under
Paragraphs  (f)(3)  (B) and  (C) of this  Warrant  for any  settlement  effected
without its written consent,  which consent shall not be unreasonably  withheld,
of any claim or action against an indemnified party.

               (D) Neither the giving of any notice by any holder nor the making
of any request for  prospectuses  shall  impose any upon any holder  making such
request any obligation to sell any Warrant Shares or exercise any Warrants.

               (E) In connection with any registration  statement filed pursuant
to this  Paragraph  (j), the Company shall supply  prospectuses  and qualify the
Warrant  Shares for sale in such states as the Company is otherwise  registering
or qualifying its securities;  provided,  that the Company shall not be required
to  qualify  or  register  the  Warrant  Shares in any  jurisdiction  where such
qualification  or registration  would require the Company to submit generally to
the jurisdiction of such state.

               (F) As used in this Paragraph (j) the Warrant Shares which may be
registered  shall  mean the  Warrant  Shares  which  have not been  sold  either
pursuant to a  registration  statement or pursuant to Rule 144 of the Commission
pursuant  to the  Securities  Act  or  any  similar  rule.  Notwithstanding  the
foregoing,  if a holder may sell, pursuant to Rule 144 or any subsequent similar
rule,  all of the  Warrant  Shares  which the holder  proposes  to sell  without
restriction  on quantity or method of sale, the Company shall not be required to
register  the  holder's  Warrant  Shares or maintain  the  effectiveness  of any
registration statement.

               (G) As a condition to the inclusion of the Warrant  Shares of the
holder of this Warrant, such holder shall:

                    (i) furnish the information and indemnification as set forth
in Paragraph (j)(3)(B) of this Warrant;

                    (ii)  not  sell  any  Shares  pursuant  to the  registration
statement except in the manner set forth in the registration statement;

                    (iii) comply with the prospectus  delivery  requirements and
the provisions of Regulation M of the Commission pursuant to the Securities Act;
and


<PAGE>

                    (iv) agree not to sell or  otherwise  transfer  any  Warrant
Shares  pursuant to a  registration  statement  upon  receipt of advice from the
Company that the registration statement is no longer current until the Holder is
advised  that  the  Warrant  Shares  may be sold  pursuant  to the  registration
statement.

               (H) The registration rights contained in this Paragraph (j) shall
relate to the Warrant Shares held by the holder and any  transferee  unless such
the holder or such  transferee may sell such Warrant Shares pursuant to Rule 144
of the  Commission  under the  Securities  Act or any  subsequent  similar  rule
without limitation as to the number of shares which may be sold.

               (I) The Company's  agreements  with respect to the Warrant Shares
in this Paragraph (j) shall continue in effect regardless of the exercise of the
Warrants.

     (k) TRANSFER TO COMPLY WITH THE SECURITIES ACT. This Warrant or the Warrant
Shares or any other  security  issued or issuable  upon exercise of this Warrant
may not be sold or otherwise disposed of except as follows:

          (1) To a person who, in the opinion of counsel for the  Company,  is a
person to whom this Warrant or Warrant Shares may legally be transferred without
registration  and  without  the  delivery  of a  current  prospectus  under  the
Securities Act and in compliance  with  applicable  state  securities  laws with
respect  thereto and then only against receipt of an agreement of such person to
comply with the  provisions of this  Paragraph (j) with respect to any resale or
other  disposition of such  securities  which agreement shall be satisfactory in
form and substance to the Company and its counsel; or

          (2) To any person  upon  delivery  of a  prospectus  then  meeting the
requirements  of the Securities Act and state  securities  laws relating to such
securities and the offering thereof for such sale or disposition.

Dated as of  _____________ __, 200_



                                              NETSMART TECHNOLOGIES, INC.



                                              By:______________________________
                                                      James L. Conway, CEO


<PAGE>


                                  PURCHASE FORM

                                   Dated:                      , 20

The  undersigned  hereby  irrevocably  exercises this Warrant to the extent of
purchasing  _______ shares of Common Stock and hereby makes payment of $_______
in payment of the Exercise Price therefor.

                     INSTRUCTIONS FOR REGISTRATION OF STOCK

Name:___________________________________________________________________________
               (Please typewrite or print in block letters)

Signature:___________________________________________

Social Security or Employer Identification No.________________________

                                 ASSIGNMENT FORM

FOR VALUE RECEIVED,____________________________________________________________
hereby sells, assigns and transfer unto

Name___________________________________________________________________________
               (Please typewrite or print in block letters)

Address________________________________________________________________________

Social Security or Employer Identification No._______________________

The right to purchase Common Stock  represented by this Warrant to the extent of
_________shares   as  to  which  such  right  is  exercisable  and  does  hereby
irrevocably constitute and appoint  __________________  attorney to transfer the
same on the books of the Company with full power of substitution.

Dated:                     , 20


Signature_________________________________________


Signature Medallion Guaranteed:


__________________________________________________