EXHIBIT 10.58

                 AMENDED AND RESTATED CONVERTIBLE NOTE AGREEMENT

     This Amended and Restated  Convertible  Note  Agreement is made and entered
into as of the 1st day of  December,  2002,  effective  as of July 1,  2002 (the
"Effective  Date") by and  between  CARECENTRIC,  INC.,  a Delaware  corporation
("CareCentric") and BARRETT C. O'DONNELL ("O'Donnell").

                                   WITNESSETH:

     WHEREAS, on November 11, 1999 O'Donnell extended a $500,000 loan to Simione
Central  Holdings,  Inc, n/k/a  CareCentric,  Inc (referred to hereafter also as
"CareCentric") evidenced by a promissory note from CareCentric to O'Donnell (the
"Old Note");

     WHEREAS, CareCentric was recapitalized in June 2000 pursuant to convertible
debt and equity investments by John E. Reed ("Reed");

     WHEREAS,  on  August 8,  2000,  CareCentric  and  O'Donnell  converted  the
indebtedness  evidenced by the Old Note and  $100,000 of deferred  salary into a
new Convertible  Promissory Note dated August 8, 2000 in the principal amount of
$600,000 (the "O'Donnell Note") on terms  substantially  similar to the terms of
Reed's $6.0 million Convertible Note from CareCentric and executed a Convertible
Note Agreement as of August 8, 2000 (the "Convertible Note Agreement")

     WHEREAS,  CareCentric  and  O'Donnell  amended the  O'Donnell  Note and the
Convertible  Note  Agreement  on  January  21,  2002 to make the  terms  thereof
consistent with those of Reed's $6.0 million  Convertible  Note that was amended
as of December 31, 2001;

     WHEREAS,  CareCentric  and  O'Donnell  desire  to  amend  and  restate  the
Convertible Note Agreement,  cancel the O'Donnell Note and cause  CareCentric to
execute a new note in favor of O'Donnell  substantially  in accordance  with the
terms given by CareCentric to Reed pursuant to a recapitalization of Reed's $6.0
million  Convertible  Note  effected  on July 1, 2002,  as was  contemplated  by
CareCentric's Board of Directors at meetings held in January and March 2002.

     NOW,  THEREFORE,  in  consideration  of the premises and mutual  agreements
herein contained, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:

     1.  Convertible  Promissory Note. The O'Donnell Note shall be terminated as
of the date hereof. In lieu of the O'Donnell Note,  CareCentric is executing and
delivering to O'Donnell simultaneously herewith a Convertible Promissory Note in
the principal amount of $600,000,  a copy of which is attached hereto as Exhibit
A (the "Convertible Note").


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     2. Conversion Right. O'Donnell may at any time at his option convert all or
a portion of the unpaid  interest  and  principal on the  Convertible  Note into
fully paid and nonassessable shares of Common Stock of CareCentric. The price at
which shares of Common Stock shall be  delivered to O'Donnell  (the  "Conversion
Price") shall be determined in accordance with Section 3 of this Agreement.  The
conversion  of all or any  portion  of the  Convertible  Note  shall,  upon  the
issuance of certificates  representing the shares of capital stock issuable upon
such conversion,  represent the full payment and satisfaction of that portion of
the Convertible Note which has been converted.

     3. Conversion.

          3.1 Shares to be Issued.  In the event  O'Donnell makes an election to
convert all or a portion of the unpaid interest and principal on the Convertible
Note  pursuant to Section 2 above,  CareCentric  shall issue to  O'Donnell  such
number of fully paid and  nonassessable  shares of Common Stock as is determined
by dividing the dollar amount of the Convertible Note designated by O'Donnell to
be converted by the Conversion Price  applicable to each such share,  determined
as hereinafter provided, in effect on the date that O'Donnell makes his election
to convert.  The Conversion Price shall initially be equal to one dollar ($1.00)
per share of Common  Stock.  Such initial  Conversion  Price shall be subject to
adjustment as hereinafter provided.

          3.2  Mechanics  of  Conversion.  Before  O'Donnell  shall be  entitled
voluntarily  to convert the  Convertible  Note into shares of Common  Stock,  he
shall give written notice to CareCentric at its office that he elects to convert
the same and shall state  therein the number of shares to be  converted  and the
name or names in which he wishes the certificate or  certificates  for shares of
Common Stock to be issued. CareCentric shall, as soon as practicable thereafter,
issue and deliver at such office to O'Donnell, a certificate or certificates for
the  number  of  shares  of  Common  Stock to which he shall be  entitled.  Such
conversion shall be deemed to have been made  immediately  prior to the close of
business  on the date of  O'Donnell's  notice of  conversion,  and the person or
persons  entitled  to receive  the  shares of Common  Stock  issuable  upon such
conversion  shall be treated for all purposes as the record holder or holders of
such shares of Common Stock on such date.

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

               (a) Special  Definitions.  For  purposes  of this  Section 3, the
following definitions apply:

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

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

                    (3) "Additional Stock" shall mean all shares of Common Stock
issued by CareCentric after the date of this Agreement, and all shares of Common
Stock  issuable  pursuant  to  Options  and  Convertible  Securities  issued  by
CareCentric  after the date of this  Agreement,  other than (i) shares of Common
Stock that may be issuable upon  conversion of  CareCentric's  Series E Proposed
Stock held or issuable to John R. Festa  pursuant  to that  certain  Stock Grant
Agreement dated January 23, 2002 between CareCentric and John R. Festa; and (ii)
shares of Common  Stock for which  adjustment  of the  Conversion  Price is made
pursuant to Section 3(d) or 3(e) below.

               (b) Adjustments.  If CareCentric  shall issue,  after the date of
this  Agreement,   any  Additional   Stock  without   consideration   or  for  a
consideration  per share less than the  Conversion  Price in effect  immediately
prior to the issuance of such Additional  Stock,  the Conversion 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
3.3,  the  consideration  received  by  CareCentric  for  the  issuance  of  any
Additional Stock shall be computed as follows:

                    (1) Cash and Property. Such consideration shall:

                    (A)  insofar as it  consists  of cash,  be  computed  at the
aggregate  amount of cash  received by  CareCentric  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  mutually
determined in good faith by CareCentric's Board of Directors; and

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

                    (2) Options and Convertible  Securities.  The  consideration
per share  received by  CareCentric  for  Additional  Stock  deemed to have been
issued  pursuant  to this  Section  3.3,  relating  to Options  and  Convertible
Securities shall be determined by dividing:

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                    (A) the total  amount,  if any,  received or  receivable  by
CareCentric  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 CareCentric
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 Conversion  Prices for Stock Dividends and for
Combinations or  Subdivisions of Common Stock. In the event that  CareCentric at
any time or from time to time after the date of this Agreement  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  Conversion  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 CareCentric shall declare or pay
any  dividend on the Common Stock  payable in any right to acquire  Common Stock
for no  consideration,  then CareCentric 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  issuable  hereunder  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  3(d)  above),  the  applicable
Conversion Price then in effect shall,  concurrently  with the  effectiveness of
such reorganization or reclassification, be proportionately adjusted so that the
Convertible Note under this Agreement shall be convertible  into, in lieu of the
number of shares of Common  Stock  which  O'Donnell  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 O'Donnell  upon  conversion of the  Convertible  Note  immediately
before that change.

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               (f) No  Impairment.  CareCentric  will not, by  amendment  of its
Certificate of Incorporation or through any reorganization,  transfer of assets,
consolidation,  merger,  dissolution,  issue or sale of  securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by CareCentric,  but will at all
times in good faith  assist in the carrying  out of all the  provisions  of this
Section  3 and in the  taking  of  all  such  action  as  may  be  necessary  or
appropriate  in order to protect  the  conversion  rights of  O'Donnell  against
impairment.

               (g)  Certificates as to Adjustments.  Upon the occurrence of each
adjustment or readjustment  of any Conversion  Price pursuant to this Section 3,
CareCentric   at  its  expense  shall  promptly   compute  such   adjustment  or
readjustment  in  accordance  with the terms  hereof and  prepare and furnish to
O'Donnell a certificate  executed by  CareCentric's  Chief Executive  Officer or
Chief  Financial  Officer  setting  forth such  adjustment or  readjustment  and
showing in detail the facts upon which such adjustment or readjustment is based.
CareCentric shall, upon the written request at any time of O'Donnell, furnish or
cause to be  furnished to O'Donnell a like  certificate  setting  forth (i) such
adjustments and  readjustments,  (ii) the Conversion Price in effect immediately
before and after such  adjustments  and  readjustments,  and (iii) the number of
shares of Common Stock and the amount,  if any, of other  property  which at the
time would be received  upon the  conversion  of each dollar of the  Convertible
Note.

               (h) Notices of Record Date. In the event that  CareCentric  shall
propose at any time: (i) to declare any dividend or distribution upon its Common
Stock,  whether in cash, property,  stock or other securities,  whether or not a
regular cash dividend and whether or not out of earnings or earned surplus; (ii)
to offer for  subscription pro rata to the holders of any class or series of its
stock any  additional  shares  of stock of any class or series or other  rights;
(iii) to effect any  reclassification  or  recapitalization  of its Common Stock
outstanding  involving  a  change  in the  Common  Stock;  or (iv) to  merge  or
consolidate with or into any other corporation,  or sell, lease or convey all or
substantially all of its assets, or to liquidate,  dissolve or wind up; then, in
connection with each such event, CareCentric shall send to O'Donnell:

                    (1) at least twenty (20) days' prior  written  notice of the
date on  which a  record  shall be taken  for  such  dividend,  distribution  or
subscription  rights  (and  specifying  the date on which the  holders of Common
Stock shall be entitled  thereto) or for determining  rights to vote, if any, in
respect of the matters referred to in (iii) and (iv) above; and

                    (2) in the case of the matters referred to in (iii) and (iv)
above, at least twenty (20) days' prior written notice of the date when the same
shall take place (and  specifying  the date on which the holders of Common Stock
shall be  entitled  to  exchange  their  Common  Stock for  securities  or other
property deliverable upon the occurrence of such event).

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               (i)  Issue  Taxes.  CareCentric  shall  pay any and all issue and
other taxes that may be payable in respect of any issue or delivery of shares of
Common Stock on conversion hereunder;  provided, however, that CareCentric shall
not be obligated to pay any transfer taxes resulting from any transfer requested
by O'Donnell in connection with any such conversion.

               (j)  Reservation of Stock Issuable Upon  Conversion.  CareCentric
shall at all times reserve and keep available out of its authorized but unissued
shares of Common Stock,  solely for the purpose of effecting  the  conversion of
any of the Convertible Note hereunder, such number of its shares of Common Stock
as shall  from  time to time be  sufficient  to  effect  the  conversion  of the
Convertible  Note  hereunder,  and if at any time the number of  authorized  but
unissued shares of Common Stock shall not be sufficient to effect the conversion
of the Convertible  Note hereunder,  CareCentric will take such corporate action
as may, in the opinion of its counsel,  be necessary to increase its  authorized
but  unissued  shares  of  Common  Stock to such  number  of  shares as shall be
sufficient for such purpose,  including,  without  limitation,  engaging in best
efforts to obtain the requisite  stockholder approval of any necessary amendment
to CareCentric's certificate of incorporation.

               (k) Fractional  Shares.  No fractional share shall be issued upon
the conversion of the  Convertible  Note  hereunder.  All shares of Common Stock
(including  fractions  thereof) issuable upon conversion of the Convertible Note
hereunder,   shall  be  aggregated  for  purposes  of  determining  whether  the
conversion  would result in the issuance of any fractional  share. If, after the
aforementioned  aggregation,  the  conversion  would result in the issuance of a
fraction of a share of Common Stock,  CareCentric  shall, in lieu of issuing any
fractional  share,  either  (i) pay  O'Donnell  a sum in cash  equal to the fair
market value of such  fraction on the date of conversion  (as  determined by the
closing  price of the  Common  Stock on the  Nasdaq  market  on the day prior to
conversion), or (ii) round such fractional share up to a whole share.

     4. Registration Rights

          4.1 Registration Rights. CareCentric covenants and agrees as follows:

          4.2 Definitions. For purposes of this Section 4:

               (a) The terms "Act" and "Securities  Act" mean the Securities Act
of 1933, as amended.

               (b) The term  "Form  S-3"  means  such  form  under the Act as in
effect on the date hereof or any  registration  form under the Act  subsequently
adopted by the SEC which  permits  inclusion  or  incorporation  of  substantial
information by reference to other documents filed by CareCentric with the SEC.

               (c) The term  "Form  S-4"  means  such  form  under the Act as in
effect on the date hereof or any  registration  form under the 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 CareCentric with the SEC.

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               (d) The term "Holder" means any person owning or having the right
to acquire  Registrable  Securities  or any  permitted  transferee  or  assignee
thereof.

               (e) The terms  "Exchange  Act" and "1934 Act" mean the Securities
Exchange Act of 1934, as amended.

               (f) The term "Person" means an individual,  corporation,  limited
liability company,  limited  partnership,  trust, joint venture,  association or
unincorporated organization.

               (g) The terms "register,"  "registered," and "registration" refer
to a registration  effected by preparing and filing a registration  statement or
similar  document in compliance with the Act, and the declaration or ordering of
effectiveness of such registration statement or document.

               (h) The term  "Registrable  Shares"  means (i) the  Common  Stock
issuable or issued upon conversion pursuant to Section 2 of this Agreement,  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  Securities sold by a Person in a transaction in which such Person's
rights under this Section 4 are not assigned.

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

               (j) 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.

          4.3 Request for Registration.  Upon request of O'Donnell,  CareCentric
will use its best efforts to file within 45 days of a request  from  O'Donnell 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  O'Donnell.  CareCentric  shall not be  required to file more than
three such registration  statements (excluding any registration  statement which
is delayed  pursuant to Section  4.5(e)  below and through  which  O'Donnell  is
unable to register  eighty  percent  (80%) or more of the amount of  Registrable
Shares that  O'Donnell  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 date of this Agreement.

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          4.4 CareCentric  Registration.  If CareCentric 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 CareCentric, CareCentric will:

               (a) give written notice thereof to O'Donnell (which shall include
a list of the jurisdictions in which  CareCentric  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 CareCentric 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 O'Donnell  made within 30 days after receipt of such written
notice from CareCentric, except as set forth in Section 4.5(e) below and subject
to the currently existing piggyback rights referenced in Section 4.11.

          4.5  Obligations  of  CareCentric.  If and  whenever  pursuant  to the
provisions of this Section 4 CareCentric  effects  registration  of  Registrable
Shares under the Securities Act of 1933 and state securities  laws,  CareCentric
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 O'Donnell shall reasonably  request,  and do any and all
other acts and things which may be necessary  or  advisable  (in the  reasonable
opinion of O'Donnell) to enable O'Donnell to consummate the disposition thereof;
provided, however, that in no event shall CareCentric 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

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               (d) Furnish to O'Donnell  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 O'Donnell 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:

                    (i)  CareCentric  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)  CareCentric 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 Exchange Act and the
Securities Act which would in the opinion of counsel for CareCentric be required
to be disclosed in the Filing; or (2) in the opinion of counsel for CareCentric,
the Filing would require the inclusion therein of certified financial statements
other than those in respect of  CareCentric's  most  recently  ended full fiscal
year and any  preceding  full fiscal  year,  and  CareCentric  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  CareCentric  has  deferred  a  requested
Filing,  pursuant to the preceding paragraph,  such deferral period shall end if
CareCentric  registers shares for resale by another  stockholder of CareCentric.
In the event  CareCentric  undertakes an  underwritten  public offering to issue
CareCentric  securities  for cash during any period in which a requested  Filing
has been deferred or if the registration of which CareCentric gives notice under
Section 4.4(a) is for an  underwritten  public offering to issue the CareCentric
securities for cash,  CareCentric  shall include the  Registrable  Securities in
such underwritten offering subject to (A) the right of the managing underwriters
to object to including such shares, (B) Section 4.11, and (C) the condition that
O'Donnell shall cooperate in the registration  process in all material respects,
including  execution  by O'Donnell of the  underwriting  agreement  agreed to by
CareCentric 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  4.4(a),  all Persons  holding  securities of
CareCentric  (including  O'Donnell)  who hold  registration  rights and who have
requested registration (collectively,  the "Security Holders") shall, subject to
Section 4.11 hereof,  participate in the  underwritten  public offering pro rata
based upon the ratio 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


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or warrant, or the exchange or conversion of any security, 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)  CareCentric  may amend any  registration  statement to
withdraw  registration of O'Donnell's  Registrable  Shares if O'Donnell 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
CareCentric,   the  underwriters   (if  any),   their  respective   counsel  and
CareCentric's auditors.

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

          4.7 Indemnification.  In the event any Registrable Shares are included
in a registration statement under this Section 4:

               (a)  To the  extent  permitted  by  law,  with  respect  to  each
registration,  qualification,  or compliance that has been effected  pursuant to
this  Agreement,  CareCentric  will indemnify and hold harmless  O'Donnell,  his
legal counsel and accountants (each a "Representative"), and any underwriter (as
defined in the Act) for O'Donnell 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 Act, the 1934 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 violation or alleged
violation by  CareCentric  of the Act, the 1934 Act, any other  federal or state
securities law or any rule or regulation promulgated under the Act, the 1934 Act


                                       10
<PAGE>

or any  other  federal  or  state  securities  law;  and  CareCentric  will  pay
O'Donnell, O'Donnell'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 CareCentric  (which consent shall
not be unreasonably withheld),  nor shall CareCentric 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 O'Donnell.

               (b) To the extent permitted by law,  O'Donnell will indemnify and
hold  harmless   CareCentric,   each  of   CareCentric's   directors,   each  of
CareCentric's officers who has signed the registration  statement,  each Person,
if any, who controls CareCentric within the meaning of the Act, any underwriter,
any other Holder  selling  securities  in such  registration  statement  and any
controlling Person of any such underwriter or other Holder,  against any losses,
claims, damages, or liabilities (joint or several) to which any of the foregoing
Persons  may become  subject,  under the Act,  the 1934 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 O'Donnell expressly
for use in connection with such  registration;  and O'Donnell 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 O'Donnell, 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 O'Donnell.

               (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 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


                                       11
<PAGE>

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

               (g) The  obligations  of  O'Donnell  and  CareCentric  under this
Section  4.7  shall  survive  the  completion  of any  offering  of  Registrable
Securities in a registration statement under this Section 4.7, and otherwise.

          4.8  Information by O'Donnell.  O'Donnell shall furnish to CareCentric
such information  regarding  O'Donnell and the  distribution  proposed by him as
CareCentric  may  reasonably  request  in  writing  and as shall  reasonably  be
required in connection  with any  registration or  qualification  referred to in
this Section 4.

          4.9 SEC Rule 144 Reporting and Reports Under  Securities Exchange  Act
of 1934.  With a view to making  available to O'Donnell the benefits of SEC Rule
144  promulgated  under the Act and any other rule or regulation of the SEC that
may at any time permit O'Donnell to sell securities of CareCentric to the public
without registration or pursuant to a registration on Form S-3 or its successor,
CareCentric agrees to:

                                       12
<PAGE>

               (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
CareCentric 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 1934  Act,  as is  necessary  to enable
O'Donnell to utilize Form S-3 or its successor  for the sale of his  Registrable
Securities,  such action to be taken as soon as practicable after the end of the
fiscal year in which the first  registration  statement filed by CareCentric 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  CareCentric  under the Act and the 1934 Act after it has
become subject to such reporting requirements; and

               (d)  furnish  to  O'Donnell,   so  long  as  O'Donnell  owns  any
Registrable  Securities,  forthwith  upon  request  (i) a written  statement  by
CareCentric 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  CareCentric  for an  offering  of the
securities to the general  public),  the Act and the 1934 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
quarterly report of CareCentric and such other reports and documents so filed by
CareCentric  (at  any  time  after  it has  become  subject  to  such  reporting
requirements),  and (iii) such other information as may be reasonably  requested
in availing  O'Donnell 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.

          4.10  Transfer or  Assignment of  Registration  Rights.  The rights to
cause CareCentric to register Registrable  Securities pursuant to this Section 4
may be  transferred  or  assigned  (but only with all  related  obligations)  by
O'Donnell  to a  transferee  or  assignee  of  such  securities,  provided:  (a)
CareCentric  is, within a reasonable  time after such  transfer,  furnished with
written notice of the name and address of such transferee or assignee and of the
securities  with respect to which such  registration  rights are being assigned;
(b) such  transferee or assignee agrees in writing to be bound by and subject to
the  terms  and  conditions  of this  Agreement;  (c) 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 Act; and
(d) such  assignment  shall be effective only 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


                                       13
<PAGE>

partners  of  such  partnership   (including   spouses  and  ancestors,   lineal
descendants  and  siblings of such  partners or spouses who acquire  Registrable
Securities by gift, will or intestate  succession) shall be aggregated  together
and with the partnership.

          4.11 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  CareCentric)  and  certain
shareholders of CareCentric named therein,  (ii) 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., CareCentric,  O'Donnell,  Stewart B. Reed and E. Herbert Burk (the
"MCS Merger Agreement"),  (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  CareCentric  (the
"CareCentric Merger Agreement"), and on a pari passu basis with the registration
rights  granted to Mestek,  Inc.  pursuant to the Amended and  Restated  Secured
Convertible  Credit Facility and Security Agreement dated as of July 1, 2002 and
certain  warrants  granted by  CareCentric  to Mestek,  Inc.  as of July 1, 2002
between Reed,  CareCentric and certain of CareCentric's  subsidiaries,  and with
the  registration  rights  granted to Reed  pursuant to the Amended and Restated
Secured  Convertible  Credit Facility and Security Agreement dated as of July 1,
2002 between  CareCentric,  certain of its subsidiaries and Reed;  provided that
the registration rights set forth in the Registration Rights Agreements, the MCS
Merger Agreement,  and the CareCentric Merger Agreement shall have priority only
over the  registration  rights granted  pursuant to this Agreement to the extent
required in such  agreements  and to the extent that any such prior  rights have
not been waived or amended.

               (b) CareCentric  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 Agreement  unless O'Donnell shall be entitled
to have  included in such  registration  all  Registrable  Shares  requested  by
O'Donnell 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, the CareCentric Merger Agreement, the Reed
Agreements  and the Mestek  Warrants,  all of which shall have priority over the
registration  rights granted to O'Donnell  under this Agreement (but only to the
extent that such prior rights have not been waived or amended).

          4.12  Suspension of  Registration  Rights.  The right of any Holder to
request  registration of shares as provided in this Section 4 shall be suspended
during  any  period  of time  that all of the  Registrable  Securities  held and
entitled  to be held (as a result of  conversion  pursuant  to Section 2 of this
Agreement) by O'Donnell may immediately be sold under SEC Rule 144.



                                       14
<PAGE>

     5.   Acknowledgement   Regarding   Old  Note  and  Prior   Employment.   In
consideration of CareCentric's  execution and delivery of this Agreement and the
Convertible  Note,  O'Donnell hereby  acknowledges that he has no claims against
CareCentric, or its officers, directors,  employees or agents under the Old Note
or in connection with his past employment by CareCentric.

     6. Miscellaneous.

          6.1 Successors and Assigns. The terms and provisions of this Agreement
shall be binding  upon,  and the  benefits  thereof  shall inure to, the parties
hereto and their  respective  permitted  successors  and  assigns.  Neither this
Agreement nor any rights or obligations hereunder may be assigned by CareCentric
without the prior written consent of O'Donnell.

          6.2  Lost  Promissory  Note.  Upon  receipt  of  evidence   reasonably
satisfactory to CareCentric of the ownership of and the loss, theft, destruction
or  mutilation  of  the   Convertible   Note  and   indemnification   reasonably
satisfactory  to  CareCentric  or,  in the  case  of any  mutilation,  upon  the
surrender  of such  Convertible  Note for  cancellation  to  CareCentric  at its
principal  office,  CareCentric at its expense  (except as provided  below) will
execute and deliver to O'Donnell, in lieu thereof a new Convertible Note of like
tenor,  dated so that there will be no loss of  interest  on such lost,  stolen,
destroyed or mutilated  Convertible  Note.  CareCentric  may require  payment by
O'Donnell  of a sum  sufficient  to cover any stamp tax or  governmental  charge
imposed in respect of any such replacement.

          6.3 No Implied  Waiver.  No delay or omission  to exercise  any right,
power or remedy  accruing to O'Donnell upon any breach or default of CareCentric
under this Agreement shall impair any such right,  power or remedy of O'Donnell,
nor shall it be  construed  to be a waiver of any such breach or default,  or an
acquiescence  therein,  or of or in any  similar  breach  or  default  occurring
thereafter,  nor shall any  waiver of any  single  breach or default be deemed a
wavier of any other breach or default occurring theretofore or thereafter.

          6.4 Amendments;  Waivers. No amendment,  modification, or waiver of or
consent with respect to, any  provision  of this  Agreement,  shall be effective
unless the same shall be in writing and signed and  delivered by  O'Donnell  and
CareCentric. Any amendment,  modification,  waiver or consent hereunder shall be
effective only in the specific  instance and for the specific  purpose for which
given.

          6.5 Severability.  Any provision of this Agreement which is prohibited
or  unenforceable in any  jurisdiction  shall be, only as to such  jurisdiction,
ineffective to the extent of such prohibition or  unenforceability,  but all the
remaining provisions of this Agreement shall remain valid.

          6.6 Notices. Any notice which O'Donnell or CareCentric may be required
or may desire to give to the other party under any  provision of this  Agreement
shall be in writing by overnight  delivery  service,  certified  mail,  telex or
electronic facsimile transmission and shall be deemed to have been given or made
when received and addressed as follows:

                                       15
<PAGE>

         If to O'Donnell:

                  Barrett C. O'Donnell
                  257 Kingwood-Stockton Road
                  Route 519
                  Baptistown, New Jersey 08803

         If to CareCentric:

                  CareCentric, Inc.
                  2625 Cumberland Parkway, Suite 310
                  Atlanta, Georgia 30339
                  Attn: President and CEO
                  Fax: (770) 384-1597

         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

Any party may  change  the  address  to which all  notices,  requests  and other
communications  are to be sent to it by giving  written  notice of such  address
change to the other parties in conformity with this  paragraph,  but such change
shall not be  effective  until  notice of such  change has been  received by the
other parties.

          6.7 Interpretation.  This Agreement, together with the Exhibit to this
Agreement,  is intended by O'Donnell and  CareCentric  as a final  expression of
their  agreement  with respect to the subject matter hereof and is intended as a
complete statement of the terms and conditions of such agreement.

          6.8  Governing  Law.  THE  VALIDITY,  CONSTRUCTION  AND EFFECT OF THIS
AGREEMENT  AND THE NOTE WILL BE GOVERNED  BY THE LAWS OF THE STATE OF  DELAWARE,
WITHOUT  REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. AT THE OPTION OF LENDER,  AN
ACTION MAY BE BROUGHT TO ENFORCE THE  OBLIGATIONS,  THIS  AGREEMENT,  AND/OR THE
CONVERTIBLE NOTE IN ANY COURT LOCATED IN THE STATE OF DELAWARE, U.S.A. OR IN ANY
OTHER COURT IN WHICH VENUE AND JURISDICTION ARE PROPER.

                                       16
<PAGE>

          6.9  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.

          6.10  Headings  and  Sections.  Captions,  headings  and the  table of
contents in this  Agreement are for  convenience  only, and are not to be deemed
part of this Agreement. Unless otherwise specified, references in this Agreement
to Sections,  Articles,  Exhibits or Schedules  are  references  to sections and
articles of and exhibits and schedules to, this Agreement.



                                       17
<PAGE>

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date and year first above written.


                                O'Donnell:


                                /s/ Barrett C. O'Donnell
                                -----------------------------------------
                                Barrett C. O'Donnell



                                CARECENTRIC:

                                CareCentric, Inc.

                                By:  /s/ John R. Festa
                                     -------------------------------------
                                     John R. Festa
                                     President and CEO




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