EXHIBIT 10.45


                            INDEMNIFICATION AGREEMENT


     This Agreement is made between  CareCentric,  Inc., a Delaware  corporation
(the "Corporation") and John R. Festa ("Officer") dated January 23, 2002.

                                    RECITALS

     WHEREAS,  Officer  is the  president  and  chief  executive  officer  and a
director  of the  Corporation  and in that  capacity  is  performing  a valuable
service for the Corporation; and

     WHEREAS,  the by-laws of the Corporation  (the  "By-laws")  provide for the
indemnification  of the directors and officers of the Corporation to the maximum
extent authorized under law; and

     WHEREAS,   Section  145(f)  of  the  Delaware   General   Corporation   Law
specifically   provides  that  such   indemnification  is  not  exclusive,   and
contemplates  that contracts may be entered into between the Corporation and its
officers and members of its Board of Directors  with respect to  indemnification
of the officers and directors; and

     WHEREAS,  in order to induce Officer to continue to serve as an officer and
director of the Corporation,  the Corporation has determined and agreed to enter
into this Agreement with Officer.

                                    AGREEMENT

     NOW,  THEREFORE,  in  consideration  of Officer's  continued  service as an
officer and director of the Corporation  after the date of this  Agreement,  the
parties agree as follows:

     1.  INDEMNITY OF OFFICER.  The  Corporation  agrees to  indemnify  and hold
harmless  Officer,  his  heirs,  successors  and  estate,  to  the  full  extent
authorized or permitted by the  provisions of the Delaware  General  Corporation
Law, or by any  amendment of it or other  statutory  provisions  authorizing  or
permitting  such  indemnification  which  is  adopted  after  the  date  of this
Agreement.

     2.  ADDITIONAL  INDEMNITY.  Without  limiting the  generality  of Section 1
hereof,  and subject only to the exclusions  set forth in Section 3 hereof,  the
Corporation  further agrees to hold harmless and indemnify  Officer,  his heirs,
successors and estate:

          (a)  Against  any  and  all  expenses  (including   attorneys'  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by Officer, his heirs,  successors and estate in connection with any threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative or investigative  (including an action by or in the name or right
of the  Corporation)  to which  Officer is, was or at any time  becomes,  or his
heirs,  successors and estate are, were, or at any time become,  a party,  or is
threatened to be made a party,  by reason of the fact that Officer is, was or at
any time becomes a director, officer or


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employee of the Corporation or any of its affiliates, or is or was serving or at
any time  serves at the request of the  Corporation  as a director or officer of
another  corporation,  partnership,  joint venture,  limited liability  company,
trust  or  other  enterprise,  if he acted  in good  faith  and in a  manner  he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Corporation,  and with  respect to any  criminal  action or  proceeding,  had no
reasonable cause to believe his conduct was unlawful; and

          (b) To  the  fullest  extent  as may be  provided  to  Officer  by the
Corporation  under  the  nonexclusivity   provisions  of  the  Delaware  General
Corporation Law.

          The indemnities  granted herein shall apply to acts and omissions as a
director  of  the  Corporation,   as  limited  herein,  in  the  certificate  of
incorporation and By-laws of the Corporation or pursuant to applicable law.

     3.  LIMITATIONS  OF  INDEMNITY.  No indemnity  pursuant to Section 2 hereof
shall be paid by the Corporation:

          (a)  For  acts  or  omissions  of  Officer  which  involve   Officer's
fraudulent, dishonest or willful misconduct;

          (b) For any transaction from which Officer derived  material  improper
personal benefit;

          (c) For any unlawful  payment of dividends or unlawful  stock purchase
or  redemption  as  provided  pursuant to Section  174 of the  Delaware  General
Corporation Law;

          (d) In respect of the amount of such losses  which are  actually  paid
pursuant to the terms of any directors' and officers' liability insurance policy
purchased and maintained by the Corporation;

          (e) On  account  of any suit in which  judgment  is  rendered  against
Officer for an  accounting  of profits made from the purchase or sale by Officer
of securities of the Corporation  pursuant to the provisions of Section 16(b) of
the Securities  Exchange Act of 1934 and its amendments or similar provisions of
any federal, state or local statutory law; or

          (f) If a final decision by a court having  jurisdiction  in the matter
shall determine that such indemnification is not lawful.

     4.  CONTINUATION  OF  INDEMNITY.  All  agreements  and  obligations  of the
Corporation  contained herein shall continue during the period Officer serves as
a director or officer of the  Corporation or any of its affiliates (or is or was
serving at the  request of the  Corporation  as a director or officer of another
corporation,  partnership,  joint venture,  trust or other enterprise) and shall
continue thereafter so long as Officer shall be subject to any possible claim or


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threatened,  pending or completed action,  suit or proceeding,  whether,  civil,
criminal or investigative, by reason of the fact that officer was serving in any
capacity referred to herein.

     5. NOTIFICATION AND DEFENSE OF CLAIM.  Promptly after receipt by Officer of
notice of the  commencement of any action,  suit or proceeding for which a claim
of  indemnification  may be made under this Agreement  ("Action"),  Officer will
notify the Corporation of such  commencement;  but the omission so to notify the
Corporation  will not relieve the  Corporation  from any liability  which it may
have to Officer otherwise than under this Agreement so long as the rights of the
Corporation in the defense of its rights in the Action have not been  materially
compromised.  With  respect  to an  Action  as to  which  officer  notifies  the
Corporation of its commencement:

          (a) The  Corporation  will be entitled to  participate in an Action at
its own expense;

          (b) Except as  otherwise  provided  below,  to the extent  that it may
wish,  the  Corporation,  jointly with any other  indemnifying  party  similarly
notified,  will be  entitled to assume the  defense of an Action,  with  counsel
satisfactory  to Officer.  After notice from the  Corporation  to Officer of its
election  so to assume the  defense of an Action,  the  Corporation  will not be
liable  to  Officer  under  this  Agreement  for any  legal  or  other  expenses
subsequently  incurred by Officer in connection  with the defense  thereof other
than reasonable costs of investigation or as otherwise  provided below.  Officer
shall have the right to employ  his  counsel  in such  Action,  but the fees and
expenses of such  counsel  incurred  after  notice from the  Corporation  of its
assumption of the defense  thereof shall be at the expense of Officer unless (i)
the  employment of counsel by Officer has been  authorized  by the  Corporation,
such  authorization  to be  conclusively  established by action of a majority of
disinterested  members of the Board of Directors though less than a quorum, (ii)
Officer and the Corporation shall have reasonably  concluded that there may be a
conflict of interest  between the  Corporation and Officer in the conduct of the
defense of such Action, such conflict of interest to be conclusively established
by an opinion of the Corporation's  outside counsel to such effect, or (iii) the
Corporation  shall not in fact have  employed  counsel to assume the  defense of
such  Action.  In each of the  foregoing  cases the fees and expenses of counsel
shall be at the expense of the Corporation.  Notwithstanding the foregoing,  and
subject to the governing  instruments of applicable insurance  coverages,  if an
insurance  company has supplied  directors'  and officers'  liability  insurance
covering an Action,  then such  insurance  company  must  approve and may employ
counsel to conduct the defense of such Action unless Officer and the Corporation
reasonably concur in writing that such counsel is unacceptable;

          (c) The  Corporation  shall not be liable to indemnify  Officer  under
this Agreement for any amounts paid in settlement of any Action effected without
the Corporation's  written consent.  The Corporation shall not settle any action
or claim in any manner which would impose any penalty or  limitation  on Officer
without  Officer's  written  consent.  Neither the  Corporation nor Officer will
unreasonably withhold their consent to any proposed settlement.

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     6. ADVANCEMENT OF EXPENSES.  Expenses (including  attorneys' fees) actually
and reasonably  incurred by Officer in defending an action,  suit or proceeding,
whether civil,  criminal  administrative,  investigative or appellate,  shall be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of Officer to repay
such amount if it shall ultimately be determined that Officer is not entitled to
indemnification by the Corporation.  Notwithstanding  the foregoing,  no advance
shall be made by the Corporation if a  determination  is reasonably and promptly
made by (i) the board of directors by a majority vote of a quorum  consisting of
directors who were not parties to the action,  suit or proceeding from which the
advancement  is  requested,  or (ii) if a quorum is not  obtainable,  or even if
obtainable,  if a quorum of disinterested  directors so directs,  by independent
legal counsel in a written opinion,  or (iii) by the  stockholders,  that, based
upon the facts  known to the  board,  counsel or  stockholders  at the time such
determination  is made,  Officer acted in bad faith and in a manner that Officer
did not believe to be in the best interest of the Corporation,  or, with respect
to any criminal  proceeding,  that Officer  believed or had reasonable  cause to
believe  his  conduct  was  unlawful.  In no event  shall any advance be made in
instances where the board,  stockholders or independent legal counsel reasonably
determines that Officer deliberately breached his duty to the Corporation or its
stockholders.

     7. D&O INSURANCE.

          (a)  The  Corporation  hereby  represents  and  warrants  that  it has
provided  to Officer a complete  and  accurate  description  of the  policies of
directors' and officers'  liability insurance purchased by the Corporation ("D&O
Insurance") and that such policies are in full force and effect.

          (b) The  Corporation  hereby  covenants  and agrees  that,  so long as
Officer  shall  continue  to serve as a  director,  officer or  employee  of the
Corporation  and  thereafter so long as Officer shall be subject to any possible
claim or threatened,  pending or completed action,  suit or proceeding,  whether
civil,  criminal  or  investigative,  by reason of the fact that  Officer  was a
director,  officer or employee of the Corporation,  the Corporation,  subject to
Section 7(d), shall maintain in full force and effect D&O Insurance.

          (c) In all  policies of D&O  Insurance,  Officer  shall be named as an
insured in such a manner as to provide  Officer  the same  rights and  benefits,
subject to the same limitations,  as are accorded to the Corporation's directors
or officers most favorably insured by such policy.

          (d) The Corporation shall have no obligation to maintain D&O Insurance
if  the  Corporation  determines  in  good  faith  that  such  insurance  is not
reasonably  available,  the premium costs for such insurance is disproportionate
to the amount of coverage  provided,  or the coverage provided by such insurance
is limited by exclusions so as to provide an insufficient benefit.

     8. ENFORCEMENT.  The Corporation  expressly confirms and agrees that it has
entered  into  this  Agreement  and  assumed  the  obligations  imposed  on  the
Corporation  hereby in order to induce  Officer to  continue as a Officer of the
Corporation,  and  acknowledges  that  Officer is relying on this  Agreement  in
continuing  in such  capacity.  In the event  Officer is  required  to bring any


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action to enforce  rights or to collect  moneys due under this  Agreement and is
successful in such action,  the Corporation  shall reimburse  Officer for all of
Officer 's reasonable fees and expenses in bringing and pursuing such action.

     9. SEVERABILITY. Each of the provisions of this Agreement is a separate and
distinct agreement and independent of the others, so that if any provision shall
be held to be  invalid or  unenforceable  for any  reason,  such  invalidity  or
unenforceability  shall not affect the validity or  enforceability  of the other
provisions.

     10. GOVERNING LAW; BINDING EFFECT; AMENDMENT AND TERMINATION.

          (a) This Agreement sets forth the entire integrated  understanding and
agreement  of  the  parties  with  respect  to the  subject  matter  hereof  and
supersedes  all prior  agreements  whether  written  or verbal;  however,  it is
expressly  understood that this Agreement  supplements  rights authorized in the
Articles  and  set  forth  in  the  By-laws  pursuant  to the  Delaware  General
Corporation Law.

          (b) This Agreement shall be binding on Officer and on the Corporation,
its  successors  and  assigns,  and shall inure to the  benefit of Officer,  his
heirs,  personal   representatives  and  assigns  and  to  the  benefit  of  the
Corporation, its successors and assigns.

          (c) No amendment,  modification,  termination or  cancellation of this
Agreement shall be effective unless in writing signed by both parties hereto.

          (d) All notices,  requests,  demands,  claims and other communications
hereunder  will be in  writing  and shall be  deemed to have been duly  given if
delivered personally,  mailed by certified mail, return receipt requested,  sent
by overnight delivery service, or by facsimile  transmission,  to the parties at
the following  addresses or at such other addresses as shall be specified by the
parties:

          If to Officer:            John R. Festa
                                    1255 Mount Paran Road
                                    Atlanta, Georgia 30327

          with a copy to:           John Yates, Esq.
                                    Morris Manning & Martin, LLP
                                    1600 Atlanta Financial Center
                                    3343 Peachtree Road, N.E.
                                    Atlanta, Georgia 30326

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          If to Corporation:        CareCentric, Inc.
                                    2625 Cumberland Parkway - Suite 310
                                    Atlanta, GA  30339
                                    Attention:   Vice President Human Resources
                                    Telefax:  (770) 384-1597

          with a copy to:           Arnall Golden Gregory, LLP
                                    2800 One Atlantic Center
                                    1201 West Peachtree Street
                                    Atlanta, Georgia 30309-3450
                                    Attn:  Sherman A. Cohen, Esq.

Notice  so given  shall,  in the case of notice  given by mail,  be deemed to be
given and  received  on the third  calendar  day after  posting,  in the case of
notice given by overnight delivery service, on the date of actual delivery,  and
in the case of notice given by facsimile transmission or personal delivery, upon
transmission and receipt.

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



                             CARECENTRIC, INC.

                             By:    /s/ R.B. Dewey
                                -----------------------------------------
                             Name:  R.B. Dewey
                                   --------------------------------------
                             Its:   Vice Chairman
                                 ----------------------------------------


                             OFFICER

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


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