EXHIBIT 10.57

                           CONVERTIBLE PROMISSORY NOTE


$600,000.00                                                     Atlanta, Georgia
                                                                December 1, 2002
                                                  (effective as of July 1, 2002)

     FOR VALUE RECEIVED,  CareCentric,  Inc., a Delaware  corporation,  having a
place of business at 2625 Cumberland Parkway, Suite 310, Atlanta,  Georgia 30339
(hereinafter "Borrower"),  does hereby promise to pay to the order of Barrett C.
O'Donnell (hereinafter  "Lender"),  at Atlanta,  Georgia, or such other place as
the holder  hereof may  designate,  on or before  June 30,  2007 (the  "Maturity
Date"),  the principal sum (excluding accrued interest as provided below) of Six
Hundred Thousand and 00/100 Dollars ($600,000.00).

     This Note shall  bear  interest  from July 1, 2002 on the unpaid  principal
amount thereof until such amount is paid (whether upon Maturity, by acceleration
or  otherwise)  at a simple  rate per annum equal to six and  25/100ths  percent
(6.25%), deferred until July 1, 2004 as set forth below.

     The  payment of interest  under this Note shall be deferred  until June 30,
2004, at which time the accrued,  but unpaid  interest shall be capitalized  and
the face amount of this Note shall be increased to $675,000. During the Deferral
period,  interest  shall not be  compounded  quarter to quarter  (thus the total
amount of interest to be  capitalized  and added to the principal as of June 30,
2004  shall be  $75,000).  At the end of each  calendar  quarter  (beginning  on
September 30, 2004) Borrower shall pay all interest  accrued with respect to the
preceding  calendar  quarter.  On the Maturity Date,  Borrower shall pay (i) all
accrued  and unpaid  interest on the Note and (ii) the unpaid  principal  on the
Note.

     In addition to any payments under the preceding  paragraph,  Borrower shall
immediately  notify Lender of the occurrence of any of the following events and,
if demanded by Lender,  Borrower  shall,  within three (3) business days of such
demand, make the following payments with respect to the Note:

          (i) upon the sale, transfer,  or other disposition of any asset of the
Borrower  or any of its  subsidiaries  with a value  in  excess  of one  million
dollars ($1,000,000) (other than the sale of inventory in the ordinary course of
business),  a payment in an amount equal to twenty-five percent (25%) of the net
proceeds received from such sale, transfer, or other disposition;

          (ii) upon the sale of any equity  securities issued by Borrower or any
of its subsidiaries  (other than equity securities issued to the Borrower or any
of its subsidiaries or issued in the ordinary course of business  pursuant to an
employee  benefit  plan),  a payment  in an amount  equal to twelve and one half
percent  (12.5%)  of the net  proceeds  received  in  exchange  for such  equity
securities; and


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          (iii)  upon  issuance  by  Borrower  or  any of  its  subsidiaries  of
long-term debt securities (i.e.,  securities with a maturity date of one year or
more from issuance) in the public or private capital  markets,  or incurrence by
Borrower  or any of its  subsidiaries  of  indebtedness  under  one or more bank
facilities  (other than the existing  facilities  of Borrower with John E. Reed,
Mestek, Inc. and Wainwright Bank and Trust Company (the "Bank")) in an aggregate
principal amount in excess of one million dollars ($1,000,000),  a payment in an
amount equal to twelve and one half percent (12.5%) of the principal amount.

     Notwithstanding the foregoing requirements,  Borrower shall not be required
to make  any  payment  under  this  Note to the  extent  that  such  payment  is
prohibited  by the terms of any debt of  Borrower  senior  to the  Note.  To the
extent  that  consent of the  creditor  with  respect to any such senior debt is
required  in order to make any  payment  under  this Note,  Borrower  shall make
commercially reasonable efforts to obtain such consent.

     Interest  shall accrue daily and shall be computed for the actual number of
days elapsed on the basis of a year consisting of 360 days.

     After Maturity  (whether by  acceleration or otherwise) of the Note or upon
the occurrence of an Event of Default the Note shall bear  interest,  payable on
demand, at a rate per annum equal to nine and one quarter percent (9.25%).

     Nothing in this Note  shall  require  Borrower  to pay  interest  at a rate
exceeding the maximum amount permitted by applicable law to be charged by Lender
(the  "Maximum  Rate").  If the amount of  interest  payable  for the account of
Lender on any day in respect of the immediately  preceding interest  computation
period,  would exceed the Maximum Rate,  the amount of interest  payable for its
account on such  interest  payment  date shall  automatically  be reduced to the
Maximum Rate.

     All payments  hereunder  shall be made in lawful money of the United States
in immediately available funds.

     This Note and the debt  obligations of Borrower  hereunder are subordinated
to the indebtedness and obligations of Borrower to the Bank incurred pursuant to
that  certain  Loan and  Security  Agreement  dated  July 12,  2000 by and among
Borrower,  its  subsidiaries  and the Bank and is on a pari passu basis with the
obligations  of Borrower  under (a) that certain  Promissory  Note dated July 1,
2002 in the principal amount of $3,555,555 from Borrower,  SC Holding,  Inc. and
CareCentric National,  LLC in favor of John E. Reed; (b) that certain Promissory
Note dated July 1, 2002 in the  principal  amount of $103,818  from  Borrower in
favor of John E. Reed; and (c) that certain  promissory  note dated July 1, 2002
in the  principal  amount of  $4,000,000  from  Borrower,  SC Holding,  Inc. and
CareCentric National, LLC in favor of Mestek, Inc.

     Borrower, as maker, endorser,  surety, guarantor, or in any other capacity,
hereby:  (i)  waives  diligence,  presentment,  demand,  protest  and  notice of
presentment,  notice of protest and notice of dishonor of the debt  evidenced by
this Note and each and every  other  notice of every  kind with  respect to this
Note;  and (ii) agrees that the Lender or any other holder of this Note,  at any
time  or  times,  without  notice  to or the  consent  of  Borrower,  may  grant


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extensions  of time without  limit as to the number or the  aggregate  period of
such extensions,  for the payment of any principal and/or interest due hereunder
and consents to any substitution,  exchange or release of collateral, and to the
addition  or  release  of any  other  person  who may at any  time be or  become
primarily or secondarily liable for the repayment of the indebtedness  evidenced
by this Note.

     It shall be an event of  default  hereunder  ("Event  of  Default")  (i) if
Borrower shall fail to make any payment of principal or interest  hereunder when
due,  and not cured  within five (5) days after  delivery of notice,  or (ii) if
Borrower  shall become  insolvent or file or have filed  against it a bankruptcy
which is not  stayed  within  sixty  (60) days or be  dissolved.  If an Event of
Default  shall occur and remain  uncured then (i) the nine percent (9%) interest
rate  described  above shall be increased to eleven percent (11%) for as long as
the Event of  Default  continues,  and (ii) at any time  thereafter,  the entire
unpaid  principal amount of this Note,  together with accrued interest  thereon,
shall at the election of the Lender, and without notice of such election, become
immediately  due and payable in full;  and Lender may take such other actions as
may be  provided  for in this  Note,  or as may be  available  to  Lender  under
applicable law.

     The  rights and  remedies  of the  Lender as  provided  in this Note and by
applicable law shall be cumulative and  concurrent,  and may be pursued  singly,
successively,  or together  against  Borrower and any other  funds,  property or
security  of  Borrower  held by  Lender.  The  delay or  omission  of  Lender in
exercising  any such right or remedy  shall in no event be construed as a waiver
or release of said rights or  remedies,  or of the right to  exercise  them from
time to time and at any time at any later date.

     No  waiver  of any  default  hereunder  shall be  deemed  a  waiver  of any
subsequent or continuing  default nor shall any delay by the holder in enforcing
any right hereunder be considered a waiver of such right. Borrower agrees to pay
all costs of collection or enforcement of any amount due under this Note upon an
Event of Default including reasonable  attorneys' fees and disbursements whether
suit is brought or not.  In the event  that any one or more  provisions  of this
Note shall for any reason be held to be invalid, illegal or unenforceable,  such
invalidity,  illegality or unenforceability shall not affect any other provision
of this Note,  and this Note shall be construed as if such  invalid,  illegal or
enforceable  provision  had never been  contained  herein.  This Note may not be
changed,  modified  or amended in any way other than by a writing  signed by the
party against whom such change, modification or amendment is sought.

     This  Convertible  Promissory  Note  is  the  Convertible  Promissory  Note
referred  to in that  certain  Convertible  Note  Agreement  dated of even  date
herewith between Borrower and Lender, as amended, modified and supplemented from
time to time (the  "Agreement").  This Note is  subject  to all of the terms and
conditions contained in the Agreement, in addition to those terms and conditions
set forth  herein.  This Note may be converted  into Common Stock of Borrower at
Lender's option in accordance with the terms and conditions of the Agreement.

     THIS NOTE HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED,  OR UNDER ANY STATE  SECURITIES  LAWS,  AND  THEREFORE  CANNOT BE SOLD,
TRANSFERRED, PLEDGED, HYPOTHECATED OR ASSIGNED UNLESS IT IS REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,  AND UNDER ALL APPLICABLE  STATE  SECURITIES
LAWS, OR UNLESS AN EXEMPTION THEREFOR IS AVAILABE.

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     Whenever used herein,  the words "Borrower" and "Lender" shall be deemed to
include their respective heirs,  successors and assigns.  Time is of the essence
of this Note and of the payments and performances hereunder.  This Note is to be
construed in all  respects  and  enforced  according to the laws of the State of
Delaware.

     TO THE MAXIMUM  EXTENT  PERMITTED BY  APPLICABLE  LAW, THE BORROWER  HEREBY
WAIVES TRAIL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM,  WHETHER
IN CONTRACT OR TORT,  AT LAW OR IN EQUITY,  ARISING OUT OF OR IN ANY WAY RELATED
TO THIS NOTE.

                                   CARECENTRIC, INC.


                                   Name:  /s/ John R. Festa
                                        ---------------------------------------
                                          John R. Festa, President and CEO




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