EXHIBIT 10.32.2

                                 PROMISSORY NOTE

$184,438.00                                                    December 31, 2001

     FOR VALUE RECEIVED,  CareCentric,  Inc., (formerly known as Simione Central
Holdings,  Inc.)  ("CareCentric"),  CareCentric National, LLC (formerly known as
Simione  Central  National,   LLC)  ("CareCentric   National")  and  CareCentric
Consulting,   Inc.  (formerly  known  as  Simione  Central   Consulting,   Inc.)
("CareCentric  Consulting";  CareCentric,  CareCentric  National and CareCentric
Consulting are  collectively  referred to as "Borrower")  promises to pay to the
order  of  John  E.  Reed,  an  individual   resident  of  the  Commonwealth  of
Massachusetts, (together with any subsequent holders of this Note, the "Holder")
at his office at 260 North Elm Street,  Westfield,  Massachusetts  01085,  or at
such other place as the Holder may from time to time  designate in writing,  the
principal sum of One Hundred Eighty-Four  Thousand Four Hundred Thirty-Eight and
00/100 Dollars ($184,438.00),  together with interest, in arrears, from the date
hereof on the unpaid  principal  balance  at a rate per annum  equal to the rate
announced by Wainwright  Bank & Trust  Company,  Boston,  Massachusetts,  as its
"prime rate" of interest (the "Prime Rate") plus two percent (2%). Such interest
rate shall change on the  effective  date of each change in the Prime Rate.  The
principal  balance and all accrued but unpaid  interest  under the Note shall be
due and payable at  December  31,  2003 (the  "Maturity  Date") at the choice of
Holder,  either (a) in cash  promptly,  or (b) by conversion to an  "obligation"
under the terms of that certain Secured Convertible Credit Facility and Security
Agreement dated June 12, 2000 by and between Borrower and Holder,  as amended of
even date herewith,  through the delivery of an appropriate promissory note. The
choice of Holder shall be  delivered in a written  notice by Holder and Borrower
shall act within the later of ten (10) days following the notice or December 31,
2003.

     Interest only shall be payable  quarterly on the first business day of each
quarter,  commencing  on April 1,  2002,  and  shall be  payable  each and every
quarter so long as the principal balance or any portion thereof remains unpaid.

     The  occurrence  of any one or more of the  following  shall  constitute an
event of default ("Event of Default") hereunder:

          (1) Failure to pay,  when due, the  principal,  any  interest,  or any
     other sum payable hereunder (whether upon maturity hereof,  upon prepayment
     date,  upon  acceleration,  or otherwise,  provided that, for the first two
     such  failures  only,  Borrower  shall be  entitled to a five (5) day grace
     period for the payment of interest.

          (2) The commencement by the Borrower of any case, proceeding, or other
     action  seeking  reorganization,   arrangement,   adjustment,  liquidation,
     dissolution,  or  composition  of its  debts  under  any  law  relating  to
     bankruptcy, insolvency, or reorganization, or relief of debtors, or seeking
     appointment of a receiver,  trustee,  custodian,  or other similar official
     for all or any substantial part of its property; or
<PAGE>

          (3) The commencement of any case, proceeding,  or other action against
     Borrower  and  seeking to have any order for  relief  entered  against  the
     Borrower as debtor,  or seeking  reorganization,  arrangement,  adjustment,
     liquidation, dissolution, or composition of the Borrower or its debts under
     any law relating to bankruptcy,  insolvency,  reorganization,  or relief of
     debtors, or seeking appointment of a receiver, trustee, custodian, or other
     similar official for the Borrower or for all or any substantial part of the
     property  of the  Borrower,  and  (i)  the  Borrower  shall,  by any act or
     omission,  indicate its consent to,  approval of, or  acquiescence  in such
     case,  proceeding  or  action;  or (ii) such  case,  proceeding,  or action
     results  in the entry of an order  for  relief  which is not  fully  stayed
     within seven business days after the entry thereof.

     Upon the  occurrence  of any such  Event of Default  hereunder,  the entire
principal amount hereof,  and all accrued and unpaid interest thereof,  shall be
accelerated,  and shall be  immediately  due and  payable,  at the option of the
Holder  without  demand  or  notice,  and  in  addition  thereto,   and  not  in
substitution  therefor, the Holder shall be entitled to exercise any one or more
of the rights and remedies  provided by applicable law. Failure to exercise said
option or to pursue such other  remedies  shall not  constitute a waiver of such
option or such other remedies or of the right to exercise any of the same in the
event of any subsequent Event of Default hereunder.

     In the event that the principal  amount  hereof,  any interest or any other
sum due  hereunder  is not paid when due and  payable,  the whole of the  unpaid
principal  amount evidenced hereby and all unpaid accrued interest thereon shall
from the date when such payment was due and payable until the date of payment in
full thereof,  bear interest at the higher of the rate of interest  hereinbefore
provided  for or the rate of twelve  percent  (12%) per annum,  which  rate,  if
applicable,  shall commence, without notice, immediately upon the date when said
payment was due and payable.

     This Note may be prepaid in whole or in part at any time without penalty.

     All  payments  hereunder  shall be  payable  in lawful  money of the United
States which shall be legal  tender for public and private  debts at the time of
payment.  Interest  shall be  calculated  on the basis of a 365-day year for the
actual  number  of days  elapsed,  including  any time  extended  by  reason  of
Saturdays,  Sundays and  Holidays.  If the Maturity  Date or any date on which a
quarterly  interest  payment is  otherwise  due falls on a  Saturday,  Sunday or
holiday,  the principal balance of such quarterly  interest payment shall be due
and payable on the next succeeding business day.

     The  Borrower  will  pay  on  demand  all  costs  and  expenses,  including
reasonable  attorney's  fees,  incurred  or paid by the Holder in  enforcing  or
collecting any of the obligations of the Borrower hereunder.

     All notices required or permitted to be given hereunder shall be in writing
and shall be effective when mailed,  postage prepaid, by registered or certified
mail,  addressed in the case of the Borrower to it at 2625  Cumberland  Parkway,


                                       2
<PAGE>

Suite 310,  Atlanta,  Georgia 30339, and in the case of the Holder to him at 260
North Elm Street,  Westfield,  Massachusetts  01085, or to such other address as
either the Borrower or the Holder may from time to time specify by like notice.

     All of the  provisions  of this Note shall be binding upon and inure to the
benefit  of the  Borrower  and the Holder and their  respective  successors  and
assigns.  This Note shall have the effect of an instrument  executed  under seal
and  shall be  governed  by and  construed  in  accordance  with the laws of the
Commonwealth of Massachusetts.

     The Borrower and every endorser and guarantor hereof hereby consents to any
extension  of time of payment  hereof,  or release of any party  liable for this
obligation,  and waives presentment for payment,  demand,  protest and notice of
dishonor.  Any such  extension  or  release  may be made  without  notice to the
Borrower and without discharging its liability.

     THE  INDEBTEDNESS  UNDER  THIS NOTE SHALL BE  SECURED  UNDER  THAT  CERTAIN
SECURED  CONVERTIBLE CREDIT FACILITY AND SECURITY AGREEMENT DATED AS OF JUNE 12,
2000 BY AND BETWEEN BORROWER AND HOLDER, AS AMENDED OF EVEN DATE HEREWITH.

     IN WITNESS WHEREOF, the Borrower has caused this Note to be executed by its
corporate officer, hereunto duly authorized, under seal, on the date first above
written.

                                 "BORROWER"

                                 CARECENTRIC, INC.

                                 By:    /s/ Dennis Brauckman
                                        ----------------------------------------
                                 Title: Vice President
                                        ----------------------------------------


                                 CARECENTRIC NATIONAL, LLC

                                 By:  SC Holding, Inc.
                                      its sole manager and member

                                 By:    /s/ Dennis Brauckman
                                        ----------------------------------------
                                 Title: Vice President
                                        ----------------------------------------


                                 CARECENTRIC CONSULTING, INC.

                                 By:    /s/ Dennis Brauckman
                                        ----------------------------------------
                                 Title: Vice President
                                        ----------------------------------------




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