EXHIBIT 10.32.1

  FIRST AMENDMENT TO SECURED CONVERTIBLE CREDIT FACILITY AND SECURITY AGREEMENT

     This First  Amendment to Secured  Convertible  Credit Facility and Security
Agreement  is made and  entered is as of the 31st day of  December,  2001 by and
between  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") and John E. Reed ("Reed").

                                   WITNESSETH:

     WHEREAS,  Borrower and Reed entered into that certain  Secured  Convertible
Credit Facility and Security Agreement ("Credit Agreement") dated as of June 12,
2000;

     WHEREAS,  the parties desire to amend certain terms of the Credit Agreement
on the terms and conditions set forth herein;

     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. In the definition of "Obligations" in Section 1 of the Credit Agreement,
the  phrase  "or  any  promissory  note  from  Borrower  to  Lender  and/or  any
participants  in the amount of any accrued but unpaid  interest  converted to an
obligation hereunder" shall be inserted in the 3rd line after the phrase "or the
Note".

     2. The first  sentence of Section 2.3(a) of the Credit  Agreement  shall be
deleted and the following  sentences  shall be inserted in lieu  thereof:  "Each
Loan shall bear interest from the date of disbursement  on the unpaid  principal
amount thereof until such amount is paid (whether upon Maturity, by Acceleration
or  otherwise)  at a rate per annum equal to the Prime Rate plus two percent ( 2
%). "Prime Rate" means the  fluctuating  prime rate of interest  established  by
Wainwright Bank & Trust Company from time to time whether or not such rate shall
be otherwise published."

     3.  Section  2.3(c)  of the  Credit  Agreement  shall  be  deleted  and the
following  shall be inserted in lieu  thereof:  "Post-Maturity  Interest.  After
Maturity  (whether by acceleration  or otherwise) of the Loans,  the Loans shall
bear  interest,  payable on demand,  at a rate per annum equal to the Prime Rate
plus five percent (5%)."

     4. After the first sentence of Section 2.4(a) of the Credit Agreement,  the
following sentence shall be added: "For the calendar quarters ending in the year
2002,  one-half of accrued interest shall be payable at the end of each calendar
quarter,  and the balance  shall be due and payable at December  31, 2003 at the
choice of  Lender,  either  (a) in cash  promptly,  or (b) by  conversion  to an
"obligation"  under the  terms of this  Agreement  through  the  delivery  of an
appropriate promissory note."


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     5. In Section 2.5 of the Credit  Agreement,  the phrase "and any promissory
note from  Borrower  to Lender  and/or  any  participants  in the  amount of any
accrued but unpaid  interest  converted  to an  obligation  hereunder"  shall be
inserted after the word "Loans" in the 2nd line.

     6. Except as specifically  amended hereby or otherwise  agreed,  the Credit
Agreement is hereby  ratified and  confirmed  and shall remain in full force and
effect according to its terms.

     7. This First Amendment may be executed in any number of counterparts, each
of which when so executed and delivered  shall be an original,  but all of which
shall  constitute  one  and  the  same  instrument.   Delivery  of  an  executed
counterpart  to this  First  Amendment  by  telecopy  shall be  effective  as an
original  and  shall  constitute  a  representation  that  an  original  will be
delivered.

     8. This First Amendment and the rights and obligations of the parties under
this First  Amendment  shall be governed by, and  construed and  interpreted  in
accordance  with,  the  laws of the  State of  Delaware,  without  reference  to
conflicts of laws.

     IN WITNESS WHEREOF,  each of the parties hereto has caused a counterpart of
this First  Amendment  to be duly  executed  and  delivered as of 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
                                       -----------------------------------------


                                 LENDER

                                 /s/ John E. Reed
                                 -----------------------------------------
                                 John E. Reed



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