NETSMART TECHNOLOGIES, INC.
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            Executive Retirement, Non-Competition and Consulting Plan
                                    (AMENDED)

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                                                                August 5, 2004

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                           NETSMART TECHNOLOGIES, INC.

                            Executive Retirement Plan
                                    (AMENDED)

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                           Contents                                 Page


         Section 1.        Purpose of the Plan                        1


         Section 2.        Definitions                                1


         Section 3.        Administration                             2


         Section 4.        Participation                              3


         Section 5.        Payments Under the Plan                    4


         Section 6.        Amendment and Termination of the Plan      5


         Section 7.        General Provisions                         5


         APPENDIX A                                                   7


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                           NETSMART TECHNOLOGIES, INC.

            Executive Retirement, Non-Competition and Consulting Plan
                                    (AMENDED)

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SECTION 1.     Purposes of the Plan.

1.1      Netsmart Technologies, Inc. (the "Company") has adopted this Executive
         Retirement, Non-Competition and Consulting Plan effective April 1, 2004
         and amended as of August 5, 2004 effective as of April 1, 2004, (as so
         amended, the "Plan") in order to provide an unfunded retirement benefit
         to certain current and future management employees of the Company and
         its Subsidiaries and Affiliates who have attained the required age and
         length of service with the Company, and who have retired from
         employment with the Company in good standing.

SECTION 2.     Definitions.

         For purposes of the Plan, the following terms shall have the meanings
         set forth below:

2.1      "Beneficiary" shall mean the person or persons designated by the
         Participant under the Plan to receive payments under the Plan in the
         event of the Participant's death.

2.2      "Board" shall mean the Board of Directors of the Company.

2.3      "Cause" as it pertains to any Participant under this Plan shall mean
         (a) repeated failure to perform material instructions from the Board
         which are reasonable; or (b) breach of certain covenants not to compete
         or solicit, or concerning trade secrets, proprietary information,
         inventions and discoveries, as such covenants are provided by any
         employment agreement with the Company; or (c) a breach of trust whereby
         personal gain or benefit is obtained at the expense of or to the
         detriment of the Company; or (d) a conviction of any felony.

2.4      "Change in Control" shall mean a change in control of the Company as a
         result of any of the following:

         (a)  a change-in-control as such term is defined in Regulation
              240.12b-(2) of the Securities Exchange Act of 1934, as amended
              (the "Act");

         (b)  if any "person" (as such term is used in Sections 13(d) and 14(d)
              of the Act) other than the Company or any person who is a director
              or officer of the Company, becomes the "beneficial owner" (as
              defined in Rule 13(d)-3 of the Act) directly or indirectly, of
              securities of the Company representing twenty percent (25%) of
              more of the voting power of the Company's then outstanding
              securities;

         (c)  if, during any period of two (2) consecutive years during the term
              of this Plan, individuals who at the beginning of such period
              constitute the Board of Directors, cease for any reason to
              constitute at least a majority thereof unless the election of each
              new director was nominated, ratified or approved by at least
              two-thirds (2/3) of the directors then still in office who were
              either directors at the beginning of such period or who were

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                          NETSMART TECHNOLOGIES, INC.

            Executive Retirement, Non-Competition and Consulting Plan
                                    (AMENDED)

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              elected or appointed with the approval or ratification of at least
              two-thirds (2/3) of the directors who were directors at the
              beginning of such period;

         (d)  the occurrence of a CSM Disposition as such term is defined in
              certain senior executive employment agreements of the Company.

2.5      "Code" shall mean the Internal Revenue Code of 1986, as amended.

2.6      "Committee"  shall mean the  Compensation  Committee of the Board of
         Directors of the Company  acting on the majority  vote of such
         Committee.

2.7      "Company"  shall mean Netsmart  Technologies,  Inc., a corporation
         organized  under the laws of the State of Delaware (or any successor
         corporation), and any Subsidiaries or Affiliates thereof.

2.8      "Effective Date" shall mean April 1, 2004.

2.9      "Employee" shall mean any employee employed by the Company on or after
         the Effective Date of the Plan.

2.10     "Participant" shall mean any Employee of the Company and who has been
         designated by the Board for participation in this Plan pursuant to
         Paragraph 4.1 hereof at least 60 days prior to any Retirement
         hereunder.

2.11     "Payment" or "Payments" shall mean the annual and cumulative financial
         payment(s) which a Participant is eligible to receive upon Retirement
         (as herein defined) under the Plan pursuant to the provisions of
         Section 5; provided, that the Participant complies with the
         non-competition provisions of Paragraph 4.3 and provides consulting
         services pursuant to the terms of Paragraph 4.4 hereof.

2.12     "Plan" shall mean the Netsmart Technologies Inc. Executive Retirement,
         Non-Competition and Consulting Plan as set forth herein and as amended
         from time to time.

2.13     "Retirement" shall mean (solely for purposes of this Plan) the
         voluntary or involuntary termination of employment (other than for
         Cause) of any Participant upon such Participant's attainment of a
         minimum of fifty-five (55) years of age with a minimum of eight (8)
         years of continuous Company service.

SECTION 3.     Administration.

3.1      The Plan shall be administered by the Committee. Any Retirement by any
         Participant (as such terms are herein defined) shall be authorized by a
         majority of the Committee. The Committee shall have full power and
         authority to interpret, construe and administer the Plan in accordance
         with the provisions of this Plan document, subject to review by the
         full Board.

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                          NETSMART TECHNOLOGIES, INC.

            Executive Retirement, Non-Competition and Consulting Plan
                                    (AMENDED)

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3.2      The Committee shall establish and maintain Plan records and may arrange
         for the engagement of consultants or legal counsel, and make use of
         such external resources, as it shall require or deem advisable for the
         purposes of the Plan. The Committee may rely upon the written opinion
         of any such consultants or counsel engaged by the Committee, and may
         also delegate certain tasks and responsibilities necessary to the
         administration of the Plan to such consultants or counsel, or to
         certain financial or human resources personnel of the Company.

3.3      To the maximum extent permitted by applicable law, no member of the
         Committee or the Board shall be personally liable by reason of any
         resolution, contract or other instrument executed by him in his
         capacity as a member of the Committee or the Board, nor for any
         decisions made in good faith, and the Company shall indemnify and hold
         harmless each member of the Committee and the Board, and each officer,
         employee or director of the Company to whom any duty or power relating
         to the administration or interpretation of the Plan is delegated
         against any cost or expense (including reasonable legal fees) or
         liability arising out of any action or failure to act taken in good
         faith in connection with the administration of the Plan.

SECTION 4.     Participation.

4.1      The  Board of  Directors  shall,  from  time to time,  designate  those
         management  employees  of the  Company  who  shall be Participants
         under the Plan.

4.2      The  participation  of any designated  Participant  shall not be
         rescinded by the Board or the Committee  other than for Cause
         (as herein defined) or for breach of Paragraph 4.3 hereof.

4.3      While receiving any Payments under this Plan following Retirement, a
         Participant shall not, without the prior written approval of the Board,
         directly or indirectly, or through any other individual or entity,
         become an officer or employee of, or render any services (including
         consulting services) to any direct competitor of the Company. A direct
         competitor as defined as a company that is competing in any vertical
         market that the Company is actively engaged in. Further, a Participant
         shall not solicit, entice or induce any customer of the Company to
         cease purchasing goods or services from the Company or to become a
         customer of any direct competitor of the Company, and shall not
         solicit, entice or induce any employee of the Company to leave the
         employ of the Company or to become an employee of any direct competitor
         of the Company.

4.4      During the six year period that the Participant is receiving Payments
         under the Plan, the Participant shall be available to serve as a
         consultant to the Company and shall provide consulting services to the
         Company upon reasonable notice on an as needed basis; provided, that
         except as otherwise provided in any consulting agreement between the
         Company and any Participant, the Participant shall not be required to
         render such services for more than three (3) days in any one
         month-period. It is understood that the Participant may not be
         available on a specific date requested by the Company therefore, so
         long as the Participant makes himself available within a reasonable
         period of time from his receipt of the request it shall not constitute

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                          NETSMART TECHNOLOGIES, INC.

            Executive Retirement, Non-Competition and Consulting Plan
                                    (AMENDED)

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         a breach of the terms of the Plan. Participant shall render such
         services at such places as may be agreed to by the Participant, either
         in person or by means of conference telephone, and Company shall
         reimburse Participant for his reasonable travel-related expenses.

4.5      A Participant's breach of any of the provisions of Paragraph 4.3 or
         Paragraph 4.4 hereof will result in the termination of all Payments
         provided hereunder to such Participant unless otherwise determined by
         the Board in its sole discretion; provided that any such termination
         due to a breach of Paragraph 4.4 shall not affect a Participant's right
         to receive Additional Payments pursuant to Paragraph 5.4 hereof.

SECTION 5.     Payments Under the Plan.

5.1      Commencing with the date of the Participant's Retirement (as defined
         herein), the Company will annually pay to the Participant (or his
         designated legal representative) the Payments afforded by this Plan.
         Such Payments are fixed by the terms of this Plan in accordance with
         the Payment schedule on Appendix A hereof. The Payments shall be paid
         annually for a period of six calendar years after any such Retirement
         (including the year of Retirement), subject to the Participant's
         compliance with the provisions of Paragraphs 4.3 and 4.4 of the Plan.

5.2      Should a Participant die after Retirement but before receiving the full
         amount of the Payments provided herein, the Company shall continue to
         make payment of such Payments (as provided in Paragraph 5.1 hereof) to
         the Participant's Beneficiary, as designated in writing by the
         Participant and accepted by the Committee, for a period up to and
         including the sixth calendar year following Retirement (including the
         year of Retirement). In the absence of any effective designation of
         Beneficiary, the Payments provided herein shall be payable to the
         Participant's duly-qualified Executor or Administrator for the benefit
         of the Participant's estate.

5.3      Payment of Payments under this Plan shall be made annually in no more
         than four equal quarterly installments or (at the discretion of the
         Committee) payment may be made in one annual installment of the entire
         amount payable to the Participant. These payment(s) shall be made at
         such time(s) as is convenient for the Company (but in no event shall
         any annual or quarterly installment payments commence after March 31 of
         each year in which such Payments are payable).

5.4      In addition to the Payments provided by Paragraph 5.1 hereof, the
         Participant shall continue to receive for life the health benefits
         (including major medical, accident, life and long-term disability
         insurance) provided by the Company pursuant to the terms and conditions
         of any Employment Agreement in effect between the Company and the
         Participant immediately preceding such Participant's Retirement, and
         such health benefits shall be considered the Additional Payments
         hereunder.

5.5      All Payments provided for under the Plan shall be paid in cash from the
         general funds of the Company, provided, however, that such Payments
         shall be reduced by the amount of any payments made to the Participant

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                          NETSMART TECHNOLOGIES, INC.

            Executive Retirement, Non-Competition and Consulting Plan
                                    (AMENDED)

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         or his Beneficiary or estate from any trust, special or separate fund,
         or insurance policy, established by the Company to assure such
         payments. If the Company, in its sole discretion, elects to establish
         any such trusts, or special or separate funds, or elects to make any
         investments or purchase any insurance to aid it in meeting its
         obligations hereunder, the Participant or his Beneficiary or estate
         shall have no right, title or interest whatsoever in or to any such
         trusts, funds, investments, or insurance. Nothing contained in this
         Plan, and no action taken pursuant to any provisions of the Plan, shall
         create or be construed to create a trust of any kind between the
         Company and the Participant or his Beneficiary or estate. To the extent
         that any Participant acquires the right to receive Payments hereunder,
         such right shall be no greater than the right of an unsecured creditor
         of the Company.

SECTION 6.     Amendment and Termination of the Plan.

6.1      The Plan may be amended or suspended, in whole or in part, by the Board
         at any time, but no such action shall retroactively impair or otherwise
         adversely affect the rights of any Participant to receive the Payments
         to which such Participant is otherwise entitled under the Plan prior to
         the date of such action, regardless of whether the Participant is then
         receiving Payments or merely entitled to receive them.

6.2      The Board may terminate the Plan at any time. However, the Payments
         then being paid or then owed to any Participant under Section 5 hereof
         shall commence or continue to be paid until paid in full.
         Notwithstanding the foregoing, no termination of the Plan upon the
         occurrence of a Change in Control of the Company shall have effect of
         reducing or eliminating the Payments then being paid or then owed to
         any Participant.

6.3      Nothing in the Plan shall preclude the Company from selling to,
         consolidating or merging into or with, or transferring all or
         substantially all of its assets to, another corporation, and such
         corporation shall assume this Plan and all obligations of the Company
         hereunder.

SECTION 7.     General Provisions.

7.1      Nothing in this Plan shall be construed to affect in any manner the
         rights and privileges of any Employee or Participant to be covered by
         or participate in any employee benefit plan which the Company may now
         or in the future provide.

7.2      Nothing contained herein shall confer upon any Participant or Employee
         the right to be retained in the employ of the Company, nor interfere
         with the right of the Company to terminate the employment of any
         Participant or Employee without regard to the existence of this Plan.
         Notwithstanding any other provisions of this Plan, in the event of a
         Participant's termination for Cause, such Participant or his
         Beneficiary or estate shall forfeit all rights to payments under the
         Plan.


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                          NETSMART TECHNOLOGIES, INC.

            Executive Retirement, Non-Competition and Consulting Plan
                                    (AMENDED)

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7.3      The Plan is intended to constitute an "unfunded plan for management or
         other highly compensated individuals" as defined in the Employee
         Retirement Income Security Act of 1974 (ERISA) and shall therefore not
         be construed as a qualified employee retirement benefit program.
         Notwithstanding the foregoing, the Plan may be subject to certain
         provisions of ERISA, including certain requirements relating to
         reporting, disclosure, enforcement and claims.

7.4      The Company may withhold from any Payments payable under the Plan all
         Federal, state, city or other taxes as shall be required pursuant to
         any law or governmental regulation or ruling.

7.5      All expenses incurred in administering the Plan shall be paid by the
         Company and none shall be paid by the Participant.

7.6      No right to any amount payable at any time under the Plan may be
         assigned, transferred, pledged or otherwise encumbered, either
         voluntarily or by operation of law, except as expressly provided
         herein. This Plan shall be binding upon and inure to the benefit of the
         Company and its successors and assigns, and the Participant, his
         Beneficiary and estate.

7.7      This Plan shall be construed, regulated and administered according to
         the Code and the laws of the State of New York.

7.8      Any dispute under the Plan shall be resolved by binding arbitration in
         Nassau County, New York. Pending the outcome of the dispute, the
         Company shall pay the Participant all amounts due to him without regard
         to the dispute; provided, however, that if the Company shall be the
         prevailing party in such a proceeding, the Participant shall promptly
         repay all amounts that he received during pendency of the proceeding.


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                          NETSMART TECHNOLOGIES, INC.

            Executive Retirement, Non-Competition and Consulting Plan
                                    (AMENDED)

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                                   APPENDIX A


                Schedule of Payments Under the Plan at Retirement
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         Retirement Year                                  Maximum Annual Payment
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     After April 1, 2004 but on or before March 31, 2005            $ 85,000

     On or after April 1, 2005 but on or before March 31, 2006      $ 93,500

     On or after April 1, 2006 but on or before March 31, 2007      $102,850

     On or after April 1, 2007 but on or before March 31, 2008      $113,135

     On or after April 1, 2008 but on or before March 31, 2009      $124,448

     On or after April 1, 2009                                      $136,893
                                                               (Maximum Payment)