EXHIBIT 10.59

                              STOCK GRANT AGREEMENT


     THIS STOCK GRANT  AGREEMENT (the  "Agreement") is made and entered into the
22nd day of April, 2002, between CARECENTRIC,  INC., a Delaware corporation (the
"Corporation"), and George M. Hare (the "Grantee").

                              W I T N E S S E T H :
                              - - - - - - - - - -

     WHEREAS,  Grantee  desires to be granted,  and the  Corporation  desires to
grant to Grantee,  shares of Common Stock ("Common  Stock") of the  Corporation,
$.001 par value, as part of the compensation  package provided to Grantee in his
capacity as Chief Financial Officer of the Corporation.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency of which is hereby acknowledged, the parties agree as follows:

     1. GRANT OF STOCK.  The  Corporation  hereby  grants to Grantee and Grantee
hereby  accepts from the  Corporation  an  aggregate of 17,500  shares of Common
Stock (the "Shares"), said aggregate number of Shares to be issued at no cost to
Grantee,  in consideration of Grantee  accepting the position of Chief Financial
Officer  of the  Corporation,  and  subject  to  the  forfeiture  provisions  as
specified below.

     2. INVESTMENT  REPRESENTATIONS.  Grantee hereby  covenants,  represents and
warrants  to the  Corporation  as  follows,  and  acknowledges  that  each  such
covenant, representation and warranty is material to and is being relied upon by
the Corporation.

          2.1 Grantee is receiving  the Shares  solely for Grantee's own account
for  investment  purposes  and not  with a view or  interest  of  participating,
directly  or  indirectly,  in the  resale  or  distribution  of all or any  part
thereof.

          2.2 Grantee  acknowledges  that all the Shares acquired by Grantee are
to be issued without  registration and in reliance upon certain  exemptions from
registration  requirements under the Federal Securities Act of 1933, as amended,
and under applicable  state  securities  laws.  Grantee will make no transfer or
assignment of any of the Shares except in compliance  with the Securities Act of
1933, as amended, and applicable state securities laws. Grantee consents, agrees
and  acknowledges  that the certificate or certificates  representing the Shares
will be inscribed with a legend regarding the foregoing.

          2.3  Grantee is aware  that no  federal  or state  agency has made any
recommendation or endorsement of the Shares.

          2.4 Neither the  Corporation  nor any person  acting on its behalf has
offered  the Shares to Grantee  by means of  general or public  solicitation  or
general or public advertising,  such as by newspaper or magazine advertisements,
by broadcast  media, or at any seminar or meeting whose attendees were solicited
by such means.


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          2.5 Grantee has received and carefully reviewed disclosure information
of the Corporation prior to investment,  including proxy statements, Forms 10-K,
10-Q and 8-K filed with the Securities and Exchange Commission ("SEC").  Grantee
has had a reasonable  opportunity  to ask questions of and receive  answers from
the  Corporation's   officers  and  directors  concerning  the  Shares  and  the
Corporation and to obtain any additional  information,  documents or instruments
available  without  unreasonable  effort or  expense  necessary  to  verify  the
accuracy  of the  information  provided  by the  Corporation  or to  answer  any
questions  which Grantee may have.  All such questions have been answered to the
full  satisfaction  of  Grantee.  No oral  information  furnished  to Grantee in
connection  with the  offering  of the Shares is  inconsistent  with any written
information provided by the Corporation. Grantee is an "accredited investor," as
defined  under the  Securities  Act of 1933,  as amended  (the  "Act").  Grantee
recognizes that Arnall Golden Gregory LLP, counsel for the Corporation,  has not
conducted due diligence on behalf of Grantee or Grantee's representatives.

          2.6 Grantee has had an opportunity to consult with Grantee's own legal
counsel, tax and financial advisors regarding the Shares.

          2.7  Grantee   acknowledges  that  the  ownership  of  Shares  in  the
Corporation is a speculative investment.  Grantee acknowledges that no public or
secondary  market  exists or may ever  exist for the  Shares  and,  accordingly,
Grantee  will not be able to  readily  liquidate  Grantee's  investment  in such
Shares.

          2.8 Grantee  acknowledges  and represents  that no commission or other
remuneration  has been paid or given  directly or indirectly in connection  with
the grant of the Shares to Grantee.

          2.9 Grantee has full legal power and authority to execute and deliver,
and to perform Grantee's  obligations  under, this Agreement and such execution,
delivery and performance  will not violate any agreement,  contract,  law, rule,
decree or other legal restriction by which Grantee is subject or bound.

          2.10  Grantee   understands   that  Grantee  may  suffer  adverse  tax
consequences  as a result of  Grantee's  receipt or  disposition  of the Shares.
Grantee represents that Grantee has consulted any tax consultants  Grantee deems
advisable in connection  with the receipt or  disposition of the Shares and that
Grantee is not relying on the Corporation for any tax advice.

          2.11 The address set forth on the signature  page to this Agreement is
Grantee's  true and correct  residence  and Grantee has no present  intention of
becoming a resident of any other state or country.  All information that Grantee
has  heretofore  provided  to the  Corporation  and  that  is  provided  in this
Agreement is true and correct as of the date of this Agreement.

          2.12 Grantee acknowledges that the Shares are "restricted  securities"
within the meaning of Rule 144  promulgated  under the Act;  that the Shares are
not registered  under the Act; and that although  resales may be permitted under
certain circumstances, the Corporation is under no obligation to take any action
to establish those circumstances. Grantee understands the limitations imposed by
the Act  and is  familiar  with  Rule  144,  as  presently  in  effect,  and the
conditions that must be met for certain executive  officers regarding the resale
of "restricted  securities" and the requirement that the Shares must be held for


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a holding period after grant from the Corporation prior to resale.

          2.13  Grantee  acknowledges  that  the  Corporation  may  rely  on the
foregoing  representations  and warranties in determining  whether to enter into
this  Agreement.  If for any reason the  representations  and  warranties are no
longer  true  and  accurate  prior  to  acceptance  of  this  Agreement  by  the
Corporation,  Grantee will give the  Corporation  prompt  written  notice of the
inaccuracy.

     3. FORFEITABILITY CONDITIONS APPLICABLE TO SHARES.

          3.1 One hundred  percent (100%) of the Shares (17,500 Shares) shall be
subject  to  forfeiture  if the goals set forth in detail on  Exhibit A attached
hereto  ("Goals") are not achieved for each of the three (3) years commencing as
of the date of this Agreement ("Forfeitability  Conditions").  At the end of the
third (3rd) anniversary of the date of this Agreement the Shares shall either be
forfeited  in whole or such  Shares  shall be released  from the  Forfeitability
Conditions (if the Goals are completely achieved).  The Corporation shall notify
Grantee no later than fifteen (15) days after the third (3rd) anniversary of the
date of this  Agreement as to whether the Goals were  achieved  during the three
(3) year period  described above. All references to the number of Shares in this
Section 3.3 are subject to stock splits, stock dividends and the like.

          3.2 Upon the  termination of Grantee's  employment by the  Corporation
for  any  reason  prior  to the  third  (3rd)  anniversary  of the  date of this
Agreement, the Shares shall be forfeited to the Corporation.

          3.3 In  addition  to any  other  limitation  on  transfer  created  by
applicable securities laws, Grantee shall not assign, encumber or dispose of any
interest  in  the  Shares  while  the  Shares  are  subject  to   Forfeitability
Conditions.  After any Shares have been released from Forfeitability Conditions,
Grantee  shall not assign,  encumber  or dispose of any  interest in such Shares
except in compliance with applicable securities laws.

          3.4 As a result of any Shares  forfeited  pursuant  to  Forfeitability
Conditions,  the Corporation  shall become the legal and beneficial owner of the
Shares being forfeited and shall have all rights and interest therein or related
thereto,  and the  Corporation  shall have the right to transfer to its own name
the number of Shares being forfeited to the Corporation or to cancel them on its
books and records such that they are no longer issued and  outstanding,  without
further action by Grantee.

          3.5 For purpose of  facilitating  the enforcement of the provisions of
Section 3 hereof,  Grantee  agrees  that the  Corporation  will retain any stock
certificates representing Shares subject to Forfeitability Conditions until such
Shares are no longer subject to Forfeitability  Conditions.  With respect to any
Shares  that are  forfeited  pursuant  to this  Section 3,  Grantee  agrees that
without the  execution  of further  documents  or  instruments  by Grantee,  the
Corporation  shall  have the right,  and is hereby  irrevocably  authorized  and
appointed,  to transfer such forfeited  Shares upon the books and records of the
Corporation  and such  transfer  shall be binding upon and  enforceable  against
Grantee  and  Grantee's  successors,  assigns,  heirs,  beneficiaries  and legal



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representatives.  Grantee  agrees  that in order to ensure  compliance  with the
restrictions  referred to herein the  Corporation  may issue  appropriate  "stop
transfer"  instructions  to  its  transfer  agent,  if  any,  and  that  if  the
Corporation  transfers its own securities,  it may make appropriate notations to
the same effect in its own records.  The Corporation  shall issue and deliver to
Grantee  for all  Shares as to which  the  Forfeitability  Conditions  no longer
apply,  no later  than ten (10)  business  days after the  Corporation  notifies
Grantee  pursuant to Section 3.1 that the  Forfeitability  Conditions  no longer
apply to such Shares.

          3.6  Notwithstanding  any provision in this Section 3 to the contrary,
all Shares  shall  immediately  vest and no longer be subject to  Forfeitability
Conditions  upon  the  consummation  of a Change  of  Control  Transaction.  For
purposes  of  this  Agreement,  Change  of  Control  Transaction  means  (i) the
acquisition  of the  Corporation by a  non-affiliated  third party pursuant to a
merger,  consolidation  or  business  combination;  (ii)  the  sale  of all or a
substantial  part of the assets of the  Corporation  to a  non-affiliated  third
party; or (iii) the occurrence of a transaction  pursuant to which any entity or
person  shall,  alone or in  combination  with any  affiliate (as defined in the
Securities and Exchange Act of 1934 as amended and all  regulations  promulgated
pursuant thereto,  (the "Exchange Act")) become the beneficial owner (as defined
in Rules  13(d)-3 and 13(d)-5  under the Exchange Act) of fifty percent (50%) or
more of any  outstanding  class  of  capital  stock  of the  Corporation  having
ordinary voting power in the election of its directors.

     4.  LEGENDS  ON  STOCK   CERTIFICATES.   The  certificate  or  certificates
representing  the Shares shall bear the following legend (as well as any legends
required by applicable state and federal corporate and securities laws):

     THE SHARES  REPRESENTED  BY THIS  CERTIFICATE  MAY BE  TRANSFERRED  ONLY IN
ACCORDANCE  WITH THE TERMS OF AN AGREEMENT  DATED  __________,  2002 BETWEEN THE
CORPORATION  AND THE GRANTEE,  A COPY OF WHICH IS ON FILE WITH THE  SECRETARY OF
THE CORPORATION.

Upon the expiration of the three (3) year duration of Forfeitability  Conditions
under  Section 3 above,  the  Shares  then held by  Purchaser  will no longer be
subject to the immediately foregoing legend. After such time, and upon Grantee's
request, a new certificate or certificates representing the Shares not forfeited
shall be issued and  delivered  to Grantee  without  such  legend (but with such
legends,  if any, as may continue to be required by applicable state and federal
corporate and securities laws).

     5. SECTION 83(B) ELECTION.

          5.1 Section  83(b) of the Internal  Revenue  Code of 1986,  as amended
(the "Code"),  taxes as ordinary  income the difference  between the amount paid
for the  Shares  and the  fair  market  value of the  Shares  as of the date any
forfeiture  restriction  on the  Shares  lapses.  In this  context,  "forfeiture
restriction" means the right of the Corporation to buy back or otherwise receive
by  forfeiture  the Shares at the same price paid by Grantee.  In the absence of
the stockholder making timely filings of a Section 83(b) election (i.e.,  within
30 days of the  date of  purchase  or  grant of the  Shares)  with the  Internal
Revenue Service, the Internal Revenue Service will measure the fair market value
of the stock at the time the forfeiture  restriction  lapses (i.e.,  at the time


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the stock vests and the  Corporation  no longer has the right to  repurchase  or
otherwise  receive by  forfeiture  the  Shares)  against the price paid for such
Shares and treat the  difference  as  ordinary  income to the  stockholder.  The
Section 83(b) election  accelerates the snapshot of this measurement to the date
the stock was purchased by or otherwise received by the stockholder, rather than
the date the forfeiture  restriction lapses (the date of vesting or the date any
forfeiture  conditions  lapse).  Thus, if (a) a Section 83(b) election is timely
made by the stockholder and (b) at the date of purchase or grant the fair market
value of the stock does not exceed  the price paid by the  stockholder,  then no
taxes will be owed by the  stockholder  in connection  with the stock  issuance.
Further, by having made the Section 83(b) election, no taxes will be owed by the
stockholder as a result of the lapse of the forfeiture  restrictions (i.e., as a
result of the vesting of the stock ownership and the lapse of the  Corporation's
right to  repurchase or otherwise  receive by forfeiture  the stock at the price
paid by the stockholder).  In addition to filing the Section 83(b) election with
the  Internal  Revenue  Service,  the  stockholder  must  file a copy  with  the
Corporation and must file a copy with stockholder's income tax return.

          5.2 The  foregoing  is only a summary of the  effect of United  States
federal  income  taxation  with respect to purchase OR GRANT of the shares owned
due to the existence of the VESTING  REQUIREMENTS AND FORFEITURE  CONDITIONS and
does not purport to be complete.  Grantee  understands that failure to file such
an  election  in a timely  manner  may result in adverse  tax  consequences  for
Grantee. Grantee acknowledges that the foregoing is only a summary of the effect
of United States  federal  income  taxation with respect to purchase or grant of
the Shares  hereunder,  and does not  purport to be  complete.  Grantee  further
acknowledges  that the  Corporation  has  directed  Grantee to seek  independent
advice  regarding the applicable  provisions of the Code, the income tax laws of
any municipality,  state or foreign country in which Grantee may reside, and the
tax consequences of Grantee's death.

          5.3 A form of  ELECTION  UNDER  SECTION  83(B) is attached  hereto.  A
filing  version may be  obtained  from the  Corporation  or from  Grantee's  tax
advisor.  GRANTEE  ACKNOWLEDGES THAT IT IS GRANTEE'S SOLE RESPONSIBILITY AND NOT
THE  CORPORATION'S  TO FILE TIMELY THE ELECTION  UNDER  SECTION  83(b),  EVEN IF
GRANTEE  REQUESTS THE CORPORATION OR ITS  REPRESENTATIVE  TO MAKE THIS FILING ON
GRANTEE'S BEHALF.

          5.4 Grantee agrees that simultaneously with the execution and delivery
of this Agreement, Grantee will execute and deliver to the Corporation a copy of
the  ACKNOWLEDGMENT  AND STATEMENT OF DECISION  REGARDING SECTION 83(B) ELECTION
attached hereto.

     6. MISCELLANEOUS.

          6.1 GOVERNING  LAW. This  Agreement and all rights and  obligations of
the parties  hereto shall be governed,  construed and  interpreted in accordance
with the laws of the State of Georgia  without  giving  effect to  principles of
conflicts of law.

          6.2 MODIFICATIONS.  No modification of or amendment to this Agreement,
nor any waiver or any rights under this Agreement,  shall be effective unless in
writing signed by the parties to this Agreement.  The failure by either party to



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enforce any rights  under this  Agreement  shall not be construed as a waiver of
any rights of such party.

          6.3 SEVERABILITY. If one or more provisions of this Agreement are held
to be unenforceable  under applicable law, the parties agree to renegotiate such
provision in good faith.  In the event that the parties  cannot reach a mutually
agreeable  and  enforceable  replacement  for  such  provision,  then  (i)  such
provision  shall be  excluded  from  this  Agreement,  (ii) the  balance  of the
Agreement  shall be  interpreted as if such provision were so excluded and (iii)
the balance of the Agreement shall be enforceable in accordance with its terms.

          6.4 CONSTRUCTION. This Agreement is the result of negotiations between
and has  been  reviewed  by each of the  parties  hereto  and  their  respective
counsel, if any;  accordingly,  this Agreement shall be deemed to be the product
of all of the parties hereto, and no ambiguity shall be construed in favor of or
against any one of the  parties  hereto.  6.5  NOTICES.  Any notice  required or
permitted by this Agreement  shall be in writing and shall be deemed  sufficient
when  delivered  personally  or sent by  telegram or fax or 72 hours after being
deposited  in the U.S.  mail,  as  certified or  registered  mail,  with postage
prepaid,  and  addressed to the party to be notified at the address set forth in
the signature pages below or as subsequently modified by written notice.

          6.6  COUNTERPARTS.  This  Agreement  may be  executed  in two or  more
counterparts,  each of  which  shall  be  deemed  an  original  and all of which
together shall constitute one instrument.

          6.7 SUCCESSORS AND ASSIGNS.  The rights and benefits of this Agreement
shall  inure  to the  benefit  of,  and  be  enforceable  by  the  Corporation's
successors  and  assigns.  The rights  and  obligations  of  Grantee  under this
Agreement  may  only  be  assigned  with  the  prior  written   consent  of  the
Corporation.



                         [Signatures begin on next page]






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                                  GRANTEE:  GEORGE M. HARE

                                  Signature: /s/ George M. Hare  4-22-02
                                            -----------------------------------
                                  Print Full Name: George M. Hare
                                  Address: 205 Hunters View
                                           Roswell, Georgia 30075-6346
                                  Social Security No.:
                                  Telephone No.:


CARECENTRIC, INC.


By: /s/ Ana M. McGary
Title:  SVP Human Resources

Address of Corporation:

2625 Cumberland Parkway
Suite 310
Atlanta, Georgia 30339




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                    ACKNOWLEDGMENT AND STATEMENT OF DECISION

                        REGARDING SECTION 83(B) ELECTION

     The undersigned, a grantee of securities ("Shares") of CareCentric, Inc., a
Delaware  corporation  (the  "Corporation")  by a  Stock  Grant  Agreement  that
includes  terms  and  provisions   relating  to  a  repurchase   option  of  the
Corporation, hereby states as follows:

     1. The undersigned either [CHECK AND COMPLETE AS APPLICABLE]:

          (a)  [____]  has  consulted,  and  has  been  fully  advised  by,  the
undersigned's own tax advisor, _________________________________________,  whose
business address is  ________________________________________,  and phone number
is ___________________,  regarding the federal, state and local tax consequences
of being granted the Shares,  and  particularly  regarding the  advisability  of
making elections pursuant to Section 83(b) of the Internal Revenue Code of 1986,
as amended (the "Code") and pursuant to the corresponding provisions, if any, of
applicable state law; or

          (b) [_X_] has knowingly chosen not to consult such a tax advisor.

     2. The undersigned hereby states that the undersigned has decided [CHECK AS
APPLICABLE]:

          (a) [____] to make an election  pursuant to Section 83(b) of the Code,
and is submitting to the Corporation,  an executed form entitled "Election Under
Section 83(b) of the Internal Revenue Code of 1986"; or

          (b) [_X_] not to make an election  pursuant  to Section  83(b) of the
Code.

     3. Neither the  Corporation nor any  representative  of the Corporation has
made any  representation  or warranty to the undersigned with respect to the tax
consequences  of the  undersigned's  purchase  of shares  under the Stock  Grant
Agreement  or of the making or failure to make an  election  pursuant to Section
83(b) of the Code or the corresponding  provisions,  if any, of applicable state
law.

                                   "GRANTEE":

                                   Enter Date: 4-22-02


                                   /s/ George M. Hare
                                   -----------------------------------------
                                   George M. Hare





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                          ELECTION UNDER SECTION 83(B)

                      OF THE INTERNAL REVENUE CODE OF 1986

     The undersigned taxpayer elects,  pursuant to Section 83(b) of the Internal
Revenue  Code,  to include in  taxpayer's  gross income or  alternative  minimum
taxable income,  as applicable,  for the current taxable year, the amount of any
income that may be taxable to taxpayer in connection with taxpayer's  receipt of
the property described below:

1. The name,  address,  taxpayer  identification  number and taxable year of the
undersigned are as follows:

         NAME OF TAXPAYER: George M. Hare

         ADDRESS:

         IDENTIFICATION NO. OF TAXPAYER: ______________________________

         TAXABLE YEAR:  2002

2. The  property  with  respect to which the  election is made is  described  as
follows:  17,500  shares of the Common  Stock of  CareCentric,  Inc., a Delaware
corporation (the "Corporation").

3. The date on which the property was transferred is: __________, 2002.

4.  The  property  is  subject  to the  following  restrictions:  forfeitability
conditions as described in Stock Grant Agreement dated __________, 2002.

5. The fair market value at the time of transfer to taxpayer, determined without
regard to any restriction other than a restriction which by its terms will never
lapse, of such property was: $_________.

6. The amount paid for such property: $ -0-.

The undersigned has submitted a copy of this statement to the party for whom the
services were  performed in  connection  with the  undersigned's  receipt of the
above-described  property.  The  transferee  of  such  property  is  the  person
performing the services in connection  with the transfer of said  property.  The
undersigned  understands  that the foregoing  election may not be revoked except
with the consent of the Commissioner.


                                Enter Date: ______________________________


                                __________________________________________
                                George M. Hare



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                                    Exhibit A

                   Goals relating to Forfeitability Conditions




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1596949