EXHIBIT 10.43

                                October 22, 2001



Via email jfesta@eglholdings.com
--------------------------------

Mr. John R. Festa
1255 Mt. Paran Road
Atlanta, Georgia 30327

Dear John:

     Based upon our  conversations,  I am very pleased to offer you the position
of President and Chief  Executive  Officer of CareCentric,  Inc.  (CURA:  Nasdaq
Small  Cap).  As you  know,  this  position  reports  directly  to the  Board of
Directors, John E. Reed, Chairman. Upon your written acceptance of this offer, I
will resign as President and CEO, and become Vice Chairman,  an officer position
responsible  for working  with the  President  to set the course for product and
business  development  strategy.  I am personally  pleased that a person of your
experience and ability is interested in joining the CareCentric team, and I look
forward  to  working  with  you  to  achieve  success  in  the  home  health  IT
marketplace.

     Enclosed  are the business  goals for the position of President  and CEO of
CareCentric,  Inc. and the  compensation  package which we have  discussed.  The
documents,  forms and agreements necessary to implement the compensation package
will be forthcoming upon your written acceptance.  We understand that you intend
to begin the  transition  from your present  responsibilities  to CareCentric on
October 30, 2001 and be effectively full time  approximately  November 12, 2001.
Officers and directors are protected under an  indemnification  agreement (to be
presented  for signature  upon written  acceptance)  and a D & O policy.  At its
meeting scheduled for November 28, 2001, the Board will consider the creation of
an ex officio seat on the Board for you as CEO of the Company.

GOALS
-----

     Financial and Cash Flow:

1.   Achieve positive and growing cash flow for the business. Continue to remove
     the  trappings of a big,  inflexible  company to create a smaller,  growing
     company.  Organize FTE's currently at each of three operational  centers to
     achieve efficient  operations based on strategic  direction  developed with
     the Board.

2.   Maximize all revenue  opportunities  with the customer base and home health
     market.  Efficiently  organize  and  deploy  sales  force.  Work  with CFO,
     controller and  operational  managers to improve  financial  procedures and
     reporting.

     Performance Milestones:

1.   Keep present base of customers  satisfied through superior customer service
     (continued expansion and improvement of Real Time Support),  implementation
     and  training  (roll  out and  development  of  Total  Customer  Management
     process) and product vision (refinement and application of Project Unify to
     total development process).

2.   Re-examine marketing programs to rifle-shoot  immediately  achievable goals
     while maintaining minimal market presence.

3.   Study,  develop,  implement  and  execute an  approach  to Smart  ClipBoard
     support activities,  sales strategy and product improvement and development
     to maximize value while preserving capital.

4.   Create,  implement  and  execute  a plan  for next  generation  HHA and HME
     products through internal development,  partnering or acquisition.  Product
     should  address  both  sales  to new  customers  and  reasonable  migration
     opportunity  for current HME and HHA customers.  Use available cash flow to
     fund this program  initially  and look for  additional  funds to accelerate
     once direction, process and scope are proven.

<PAGE>

COMPENSATION
------------

BASE  SALARY:  $200,000  computed on an annual  basis.  Annually  the Board will
consider  an increase to the Base  Salary  based upon the  profitability  of the
Company and performance.

ANNUAL  BONUS:  First  year:  Up to  50%  of  Base  salary.  Assuming  continued
employment, Second year: Up to 65% of Base Salary:

     a)   50% of bonus  opportunity  related to meeting  financial and cash flow
          goals to be defined in writing setting forth with more specificity the
          goals set forth above for the period  ending  December 31, 2002 or any
          subsequent  period by  mutual  agreement  of you and the  Compensation
          Committee of the Board before December 15, 2001.

     b)   50% of bonus opportunity related to performance  milestone goals to be
          defined in writing  setting forth with more  specificity the goals set
          forth above for the period ending  December 31, 2002 or any subsequent
          period by mutual  agreement of you and the  Compensation  Committee of
          the Board before December 15, 2001.

     For each  component,  a minimum of 75%  performance  is required to trigger
     eligibility, based on the assessment of the Board.


STOCK GRANT: Pursuant to a written stock purchase agreement,  a grant of 210,000
shares of Series E Convertible  Preferred Stock at the closing price on the date
of your written acceptance. The shares are convertible into Common Stock one for
one and bear a 3.5%  non-cumulative  coupon.  Half of the shares  (105,000) vest
over three years;  the other half are forfeitable for failure of performance pro
rata over each of three years.  Conversion  to Common can occur after vesting or
forfeiture date passes.  All shares will vest upon sale of the business and have
a priority at sale of the business  behind JE Reed's and BC O'Donnell's  secured
notes,  on a par with JE Reed's Series D and before  Mestek's  Series B & C. The
Series E shares have a liquidation  priority  behind all other secured notes and
preferred shares.  The Series E shares are restricted stock subject to Rule 144.
You shall have registration rights in the shares that piggyback any registration
right of JE Reed and/or Mestek. Any personal income taxes, including FICA taxes,
realized  upon the  grant of the  Series E shares  will be  loaned to you by the
Company as evidenced by a promissory note and secured by future  bonuses.  There
will be an anti-dilution clause for the first instance of new equity (other than
the grant of stock  options  under  the  existing  Omnibus  Plan)  resulting  in
dilution up to the first $6.0 million of equity  infusion.  All of the foregoing
terms and  conditions  will be set  forth in a stock  agreement  accompanying  a
Certificate of Designations,  Preferences and Rights of Series E Preferred Stock
of CareCentric, Inc. to be authorized and approved by the Board.

STOCK RIGHTS:  Right to  participate  in offerings of new equity not involving a
change of control. This right shall include a pre-emptive right to 3% of the new
equity.

SALE OF  BUSINESS  SUCCESS  FEE:  Fee  based on the Net  Value  received  by the
shareholders for the Sale of the Company during the period you are CEO and for a
period of nine months thereafter, on the following formula:

5.0% on the first $50.0 million after $15.0, plus
2.5% on the next $50.0 million, plus
1.0% on amounts above $115.0 million.

For example,  a sale price to the  shareholders  of $15 million yields no fee. A
sale price to the  shareholders  of $65.0  million  yields a fee of $2.5 million
(.05 x 50,000,000).  A sale price to the shareholders of $100.0 million yields a
fee of $3.75 million (.05 x 50,000,000 + .025 x 50,000,000).

<PAGE>

CHANGE OF CONTROL AND SEVERANCE:  If you are terminated within 18 months after a
Change of  Control  Transaction  or if you are  terminated  Without  Cause,  the
Company  shall pay to you a severance  benefit equal to 12 months of base salary
payable at your base salary rate as of the date the severance  event occurs plus
your Company benefits (as described below) over such period.  Severance payments
shall be made in accordance with the Company's  normal payroll  practices,  with
appropriate deductions for state and federal taxes and FICA.

BENEFITS:  You will be eligible for  standard  Company  benefits and  retirement
programs as of November 1, 2001,  plus payment of $306.00 per month for personal
disability  program and $700.00 per month as a car allowance.  Modest  executive
perquisites such as professional fees, dues,  subscriptions,  Cherokee Town Club
membership ($350.00 per month) and the like as they benefit the business will be
paid.  Vacation:  up to 4  weeks  balancing  the  needs  of the  business  while
maintaining focus and energy.

KEY EMPLOYEE  INCENTIVES:  The Board  supports  incentives to the key players on
your  team in the form of  bonuses  and/or  stock  options  that are  earned  by
financial and milestone  performance  set annually by you in close  consultation
with the Board.

ADDENDUM:  Certain  capitalized terms used in this offer letter are clarified in
the Addendum hereto, which shall be deemed a part hereof.

     If you  have any  questions  on the  foregoing  please  contact  me at your
earliest convenience. If you have any questions on Company benefits, please feel
free to contact Ana  McGary.  We look  forward to your  written  acceptance  and
working together.

                               Very truly yours,

                               On behalf of the Compensation Committee


                               /s/ R. Bruce Dewey
                               R. Bruce Dewey,
                               President and CEO


Accepted this 30th day of October, 2001.


/s/ John R. Festa
------------------------
JOHN R. FESTA

Cc:   John E. Reed
      Dr. David O. Ellis
      Ana McGary
      Jeff Westerberg
      Sherman Cohen, Esq.



<PAGE>


                            Addendum To Offer Letter

     "Change of Control Transaction" means (i) the acquisition of the Company 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
Company to a non-affiliated  third party;  (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) or fifty percent (50%) or more of any outstanding class of capital stock of
the Company having  ordinary  voting power in the election of its directors;  or
(iv) Mestek, Inc. and John E. Reed collectively shall cease to own capital stock
of the Company  with total  voting  power in the  election of its  directors  of
twenty-five percent (25%) or more.

     "Confidential   Information"  means  any  trade  secrets,  customer  lists,
computer  programs,  drawings,  designs,  marketing or sales  plans,  management
organization  information  (including  data and other  information  relating  to
members of the Board or  management),  operating  policies or manuals,  business
plans, financial records or other financial,  commercial,  business or technical
information  relating  to the  Company or any of its  subsidiaries  unless  such
Confidential  Information  has been  previously  disclosed  to the public by the
Company  or is in  the  public  domain  (other  than  by  reason  of  Employee's
Termination With Cause).

     "Net  Value"  shall  mean  the  full  transaction  value of any Sale of the
Company including,  without limitation, the total value of all cash, securities,
other  property  and any  contingent,  earned  or  other  consideration  paid or
payable,  directly or indirectly, by an acquiring party to a selling party or to
a participant in the transaction in connection with a Sale of the Company.  "Net
Value" shall not include the face value of any indebtedness to which the Sale of
the Company is subject or to which the Company or its subsidiaries or affiliates
(or portion  thereof)  to be sold  remain  obligated,  or  indebtedness  that is
assumed in  connection  therewith,  the value of any  consulting  or  employment
agreements  received  by the  principals  of the  Company  in excess of the fair
market  value  of  the  employment  or  consulting   services  provided  by  the
principals,  and the value of any payments to be received by the  principals  of
the Company for entering into  non-compete or similar  agreements.  The value of
any  securities  (whether  debt or equity) or other  property  or items of value
shall be determined as follows:  (1) the value of securities  that are quoted on
an  established  public market will be determined on the basis of the average of
the last market closing price prior to the public  announcement  of the sale and
the last market  closing  price  prior to the  closing of the sale;  and (2) the
value  of  securities  that  have  no  established  public  market,  or  if  the
consideration utilized consists of property other than securities,  the value of
such  other  property,  shall be the fair  market  value  thereof on the date of
closing.

     "Sale of the Company"  means any  transaction  or series or  combination of
transactions,  other than in the ordinary course of trade or business,  whereby,
directly or  indirectly,  control of or an  interest of greater  than 35% in the
Company or any of its  assets,  is  transferred  for  consideration,  including,
without  limitation,  a sale or exchange of capital stock or assets, a merger or
consolidation,  a  recapitalization,  a tender or  exchange  offer,  a leveraged
buy-out, or any similar transaction.

     "Termination   With  Cause"  means  the   termination   of  the  employment
relationship of Mr. Festa ("Employee") with the Company, only for the following:

     (i) Theft or  embezzlement  by  Employee  with  regard to  property  of the
Company;

     (ii)  Continued  gross  neglect by  Employee  in  fulfilling  his duties as
President and Chief Executive Officer of the Company, after written notification
from the Board of Directors of such gross  neglect,  setting forth in detail the
matters  involved and Employee's  failure to cure the problem  resulting in such
gross  neglect  within  thirty (30) days of receipt of notice by Employee by the
Company;

     (iii) Death or permanent disability of Employee;

<PAGE>

     (iv) Actual fraud or other  material acts of  dishonesty in conducting  the
Company's   business  or  in  the   fulfillment  by  Employee  of  his  assigned
responsibilities,  the  destruction  of any  material  amount  of the  Company's
property willfully or through Employee's gross neglect;

     (v) in the reasonable judgment of the Board of Directors,  the Employee has
compromised  trade  secrets (as defined under Georgia law) of the Company or any
of its subsidiaries or other Confidential Information; or

     (vi) A violation or other failure of Employee to perform in accordance with
any material  provision of any written  agreement with the Company or to perform
in accordance  with the reasonable  directives  imposed upon him by the Board of
Directors of the Company, if such violation or other failure is not cured within
thirty (30) days of receipt of notice by Employee from the Company.

     "Termination  Without  Cause"  means a  termination  by the  Company of the
employment  relationship of Employee with the Company which is not a Termination
With Cause or a voluntary termination.


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