EXHIBIT
      4.2

    


    NETSMART
      TECHNOLOGIES, INC.

    COMMON
      STOCK WARRANT

    


    THIS
      WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “ACT”),
      OR
      UNDER THE SECURITIES LAWS OF ANY STATE. THIS WARRANT IS SUBJECT TO RESTRICTIONS
      ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT
      PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THIS WARRANT
      MAY
      REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER
      TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE
      ACT
      AND ANY APPLICABLE STATE SECURITIES LAWS. 

    


    This
      certifies that ___________ (the “Holder”),
      or
      assigns, for value received, is entitled to purchase from Netsmart Technologies,
      Inc., a Delaware corporation (the “Company”),
      subject to the terms set forth below, a maximum of _______ fully-paid and
      nonassessable shares (subject to adjustment as provided herein) (the
“Warrant
      Shares”)
      of the
      Company’s Common Stock, $.01 par value per share (the “Common
      Stock”),
      for
      cash at a price of $11.00 per share (subject to adjustment as provided herein)
      (the “Exercise
      Price”)
      at any
      time or from time to time up to and including 5:00 p.m. (Eastern Time) on
October
      14, 2010
      (the
“Expiration
      Date”),
      subject to the Company’s right to redeem this Warrant as described in Section 4
      hereof, upon surrender to the Company at its principal office (or at such other
      location as the Company may advise the Holder in writing) of this Warrant
      properly endorsed with the Form of Subscription attached hereto duly completed
      and signed and upon payment of the aggregate Exercise Price for the number
      of
      shares for which this Warrant is being exercised determined in accordance with
      the provisions hereof. The Exercise Price is subject to adjustment as provided
      in Section 3 of this Warrant. This Warrant is issued subject to the following
      terms and conditions:

     

    1.    Exercise,
      Issuance of Certificates.
      Subject
      to Section 4 hereof, the Holder may exercise this Warrant at any time or from
      time to time on or prior to the Expiration Date for all or any part of the
      Warrant Shares (but not for a fraction of a share) that may be purchased
      hereunder, as that number may be adjusted pursuant to Section 3 of this Warrant.
      The Company agrees that the Warrant Shares purchased under this Warrant shall
      be
      and are deemed to be issued to the Holder hereof as the record owner of such
      Warrant Shares as of the close of business on the date on which this Warrant
      shall have been surrendered, properly endorsed, the completed and executed
      Form
      of Subscription delivered, and payment made for such Warrant Shares (such date,
      a “Date
      of Exercise”).
      Certificates for the Warrant Shares so purchased, together with any other
      securities or property to which the Holder hereof is entitled upon such
      exercise, shall be delivered to the Holder hereof by the Company at the
      Company’s expense as soon as practicable after the rights represented by this
      Warrant have been so exercised, but in any event not later than three business
      days following the Date of Exercise. In case of a purchase of less than all
      the
      Warrant Shares which may be purchased under this Warrant, the Company shall
      cancel this Warrant and execute and deliver to the Holder hereof within a
      reasonable time a new Warrant or Warrants of like tenor for the balance of
      the
      Warrant Shares purchasable under the Warrant surrendered upon such purchase.
      Each stock certificate so delivered shall be registered in the name of such
      Holder and issued with a legend in substantially the form of the legend placed
      on the front of this Warrant.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (a)    Subject
      to the Holder’s valid exercise of this Warrant in accordance with the preceding
      terms of this Section 1, the Company’s obligations to issue and deliver Warrant
      Shares in accordance with the terms hereof are absolute and unconditional,
      irrespective of any subsequent action or inaction by the Holder to enforce
      the
      same. Nothing herein shall limit a Holder’s right to pursue any other remedies
      available to it hereunder, at law or in equity including, without limitation,
      a
      decree of specific performance and/or injunctive relief with respect to the
      Company’s failure to timely deliver certificates representing shares of Common
      Stock upon exercise of the Warrant as required pursuant to the terms
      hereof.

     

    (b)    Payment
      of Exercise Price.
      The
      Holder shall pay the Exercise Price by delivering immediately available funds
      to
      the Company. 

     

    2.    Shares
      to be Fully Paid; Reservation of Shares.
      The
      Company covenants and agrees that all Warrant Shares, will, upon issuance,
      be
      duly authorized, validly issued, fully paid and nonassessable, and free of
      all
      preemptive rights, liens and encumbrances, except for restrictions on transfer
      provided for herein. The Company shall at all times reserve and keep available
      out of its authorized and unissued Common Stock, solely for the purpose of
      providing for the exercise of the rights to purchase all Warrant Shares granted
      pursuant to this Warrant, such number of shares of Common Stock as shall, from
      time to time, be sufficient therefor.

     

    3.    Adjustment
      of Exercise Price and Number of Shares.
      The
      Exercise Price and the total number of Warrant Shares shall be subject to
      adjustment from time to time upon the occurrence of certain events described
      in
      this Section 3.

     

    (a)    Subdivision
      or Combination of Stock.
      In the
      event the outstanding shares of the Company’s Common Stock shall be increased by
      a stock dividend payable in Common Stock, stock split, subdivision, or other
      similar transaction occurring after the date hereof into a greater number of
      shares of Common Stock, the Exercise Price in effect immediately prior to such
      subdivision shall be proportionately reduced and the number of Warrant Shares
      issuable hereunder proportionately increased. Conversely, in the event the
      outstanding shares of the Company’s Common Stock shall be decreased by reverse
      stock split, combination, consolidation, or other similar transaction occurring
      after the date hereof into a lesser number of shares of Common Stock, the
      Exercise Price in effect immediately prior to such combination shall be
      proportionately increased and the number of Warrant Shares issuable hereunder
      proportionately decreased.

     

    (b)    Reclassification.
      If any
      reclassification of the capital stock of the Company or any reorganization,
      consolidation, merger, or any sale, lease, license, exchange or other transfer
      (in one transaction or a series of related transactions) of all or substantially
      all of the business and/or assets of the Company (the “Reclassification
      Events”)
      shall
      be effected in such a way that holders of Common Stock shall be entitled to
      receive stock, securities, or other assets or property, then, as a condition
      of
      such Reclassification Event, lawful and adequate provisions shall be made
      whereby the Holder hereof shall thereafter have the right to purchase and
      receive (in lieu of the shares of Common Stock of the Company immediately
      theretofore purchasable and receivable upon the exercise of the rights
      represented hereby) such shares of stock, securities, or other assets or
      property as may be issued or payable with respect to or in exchange for, the
      number of shares of such Common Stock immediately theretofore purchasable and
      receivable upon the exercise of the rights represented hereby. Upon any
      Reclassification Event, appropriate provision shall be made with respect to
      the
      rights and interests of the Holder of this Warrant to the end that the
      provisions hereof (including, without limitation, provisions for adjustments
      of
      the Exercise Price and of the number of Warrant Shares), shall thereafter be
      applicable, as nearly as practicable, to any shares of stock, securities, or
      assets thereafter deliverable upon the exercise hereof.

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    (c)    Notice
      of Adjustment.
      Upon
      any adjustment of the Exercise Price or any increase or decrease in the number
      of Warrant Shares, the Company shall give written notice thereof, by first
      class
      mail postage prepaid, addressed to the registered Holder of this Warrant at
      the
      address of such Holder as shown on the books of the Company. The notice shall
      be
      prepared and signed by the Company’s Chief Financial Officer and shall state the
      Exercise Price resulting from such adjustment and the increase or decrease,
      if
      any, in the number of Warrant Shares purchasable at such adjusted Exercise
      Price
      upon the exercise of this Warrant, setting forth in reasonable detail the method
      of calculation and the facts upon which such calculation is based.

     

    (d)    Other
      Notices.
      In case
      at any time:

     

    (i)    any
      taking by the Company of a record of the holders of any class of securities
      for
      the purpose of determining the holders thereof who are entitled to receive
      any
      dividend on, or any right to subscribe for, purchase or otherwise acquire any
      shares of stock of any class or any other securities or property, or to receive
      any other right; 

     

    (ii)    any
      capital reorganization of the Company, any reclassification or recapitalization
      of the capital stock of the Company or any transfer of all or substantially
      all
      the assets of the Company to or consolidation or merger of the Company with
      or
      into any other Person; 

     

    (iii)    any
      voluntary or involuntary dissolution, liquidation or winding-up of the Company;
      or

     

    (iv)    any
      offer
      by the Company for subscription to the holders of the Common Stock of any
      additional shares of stock of any class or other rights; 

     

    then
      and
      in each such event the Company will mail or cause to be mailed to the Holder
      of
      this Warrant a notice specifying (i) the date on which any such record is to
      be
      taken for the purpose of such dividend, distribution or right, and stating
      the
      amount and character of such dividend, distribution or right, (ii) the date
      on
      which any such reorganization, reclassification, recapitalization, transfer,
      consolidation, merger, dissolution, liquidation or winding-up is to take place,
      and the time, if any is to be fixed, as of which the holders of record of Common
      Stock shall be entitled to exchange their Common Stock for securities or other
      property deliverable on such reorganization, reclassification, recapitalization,
      transfer, consolidation, merger, dissolution, liquidation or winding-up, and
      (iii) the amount and character of any stock or other securities, or rights
      or
      options with respect thereto, proposed to be issued or granted, the date of
      such
      proposed issue or grant and the persons or class of persons to whom such
      proposed issue or grant is to be offered or made. Such notice shall also state
      that the action in question or the record date is subject to the effectiveness
      of a registration statement under the Securities Act or a favorable vote of
      stockholders, if either is required. Such notice shall be delivered at least
      20
      days prior to the date specified in such notice on which any such action is
      to
      be taken or the record date, whichever is earlier.

     

    
      
         

      

      
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    4.    Redemption
      of Warrants.

     

    (a)    Redemption.
      This
      Warrant may be redeemed at the option of the Company, at any time after one
      (1)
      year from the date hereof, following a period of twenty (20) consecutive trading
      days during which the per share volume weighted average price (“VWAP”) of the
      Common Stock equals or exceeds $30 per share, upon notice as set forth in
      Section 4(b) hereof, and at a redemption price equal to one-tenth of one cent
      ($0.001) (the “Redemption
      Price”)
      for
      each Warrant Share purchasable under this Warrant; provided,
      however,
      that
      this Warrant may not be redeemed by the Company unless the resale of the Warrant
      Shares purchasable hereunder has been registered under the Securities Act of
      1933, as amended (the “Act”)
      or are
      otherwise freely tradable. For purposes of this Section, VWAP shall be
      determined with reference to the volume weighted closing sale price on the
      primary market on which the Common Stock is traded, as reported by UBS. This
      Warrant may be redeemed only if all Warrants of the Company issued
      contemporaneously with this Warrant in the Offering (as defined in the
      Subscription Agreement dated September 19, 2005 are concurrently redeemed).
      

    


    (b)    Notice
      of Redemption.
      In the
      case of any redemption of this Warrant, the Company shall give written notice
      of
      such redemption to the Holder hereof by first-class mail, postage prepaid,
      to
      the Holder’s last address of record with the Company, not less than thirty (30)
      days prior to the date fixed by the Company for redemption (such date, the
      “Redemption Date”). Any notice which is given in the manner herein provided
      shall be conclusively presumed to have been duly given, whether or not the
      Holder receives the notice. Each such notice shall specify the Redemption Date,
      the place of redemption and the aggregate Redemption Price, and shall state
      that
      payment of the Redemption Price will be made up on surrender of this Warrant
      at
      the place of redemption specified in such notice, and that if not exercised
      by
      the close of business on the Redemption Date, the exercise rights of the Warrant
      shall expire unless extended by the Company. Such notice shall also state the
      current Exercise Price and the Expiration Date of the Warrant, unless extended
      by the Company.

    


    (c)    Payment
      of Redemption Price.
      If
      notice of redemption shall have been given as provided in Section 4(b), the
      Redemption Price shall, unless the Warrant is theretofore exercised pursuant
      to
      the terms hereof, become due and payable on the Redemption Date and at the
      place
      stated in such notice. After 5:00 p.m. (Eastern Time) on such Redemption Date,
      the exercise rights of this Warrant shall expire and this Warrant shall be
      null
      and void 

     

    5.    No
      Voting or Dividend Rights.
      Nothing
      contained in this Warrant shall be construed as conferring upon the Holder
      the
      right to vote or to consent to receive notice as a stockholder of the Company
      on
      any other matters or any rights whatsoever as a stockholder of the Company.
      No
      dividends or interest shall be payable or accrued in respect of this Warrant
      or
      the interest represented hereby or the Warrant Shares or other securities
      purchasable hereunder until, and only to the extent that, this Warrant shall
      have been exercised.

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

     

    6.    No
      Impairment. The
      Company shall not by any action including, without limitation, amending its
      certificate of incorporation or through any reorganization, transfer of assets,
      consolidation, merger, dissolution, issue or sale of securities or any other
      voluntary action, avoid or seek to avoid the observance or performance of any
      of
      the terms of this Warrant, but will at all times in good faith assist in the
      carrying out of all such terms and in the taking of all such actions as may
      be
      necessary or appropriate to protect the rights of Holder against impairment.
      Without limiting the generality of the foregoing, the Company will (a) not
      increase the par value of any shares of Common Stock receivable upon the
      exercise of this Warrant above the amount payable therefor upon such exercise
      immediately prior to such increase in par value, (b) take all such actions
      as
      may be necessary or appropriate in order that the Company may validly and
      legally issue fully paid and nonassessable shares of Common Stock upon the
      exercise of this Warrant, and (c) use its reasonable best efforts to obtain
      all
      such authorizations, exemptions or consents from any public regulatory body
      having jurisdiction thereof as may be necessary to enable the Company to perform
      its obligations under this Warrant. Upon the request of Holder, the Company
      will
      at any time during the period this Warrant is outstanding acknowledge in
      writing, in form satisfactory to Holder, the continuing validity of this Warrant
      and the obligations of the Company hereunder.  

     

     7.    Modification
      and Waiver.
      This
      Warrant and any provision hereof may be changed, waived, discharged, or
      terminated only by an instrument in writing signed by the party against whom
      enforcement of the same is sought. 

     

    8.    Notices.
      Any
      notice, request, or other document required or permitted to be given or
      delivered to the Holder hereof or the Company shall be delivered by hand or
      messenger or shall be sent by certified mail, postage prepaid, or by overnight
      courier to the Holder at its address as shown on the books of the Company or
      to
      the Company at its principal place of business or such other address as either
      may from time to time provide to the other. Each such notice or other
      communication shall be treated as effective or having been given: (i) when
      delivered if delivered personally, (ii) if sent by registered or certified
      mail, at the earlier of its receipt or three business days after the same has
      been registered or certified as aforesaid, or (iii) if sent by overnight
      courier, on the next business day after the same has been deposited with a
      nationally recognized courier service.

     

    9.    Governing
      Law.
      This
      Warrant shall be construed and enforced in accordance with, and the rights
      of
      the parties shall be governed by, the laws of the State of New York applicable
      to contracts to be performed entirely within such State.

     

    10.    Lost
      or Stolen Warrant.
      Upon
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction, or mutilation of this Warrant and, in the case of any such loss,
      theft or destruction, upon receipt of an indemnity reasonably satisfactory
      to
      the Company, or in the case of any such mutilation, upon surrender and
      cancellation of such Warrant, the Company, at its expense, will make and deliver
      a new Warrant, of like tenor, in lieu of the lost, stolen, destroyed or
      mutilated Warrant.

     

    
      
         

      

      
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    11.    Fractional
      Shares.
      No
      fractional shares shall be issued upon exercise of this Warrant. The Company
      shall, in lieu of issuing any fractional share, pay the Holder entitled to
      such
      fraction a sum in cash equal to such fraction (calculated to the nearest 1/100th
      of a share) multiplied by the then effective Exercise Price on the date the
      Form
      of Subscription is received by the Company.

     

    12.    Acknowledgement.
      Upon
      the request of the Holder, the Company will at any time during the period this
      Warrant is outstanding, acknowledge in writing, in form reasonably satisfactory
      to the Holder, the continued validity of this Warrant and the Company’s
      obligations hereunder.

     

    13.    Successors
      and Assigns.
      This
      Warrant and the rights evidenced hereby shall inure to the benefit of and be
      binding upon the successors of the Company and, subject to the terms of Section
      13, the successors and assigns of the Holder. The provisions of this Warrant
      are
      intended to be for the benefit of all Holders from time to time of this Warrant,
      and shall be enforceable by any such Holder.

     

    14.    Transfer.
      This
      Warrant shall be transferable only on the books of the Company maintained at
      its
      principal place of business, upon delivery thereof duly endorsed by the Holder
      or by its duly authorized attorney or representative or accompanied by proper
      evidence of succession, assignment or authority to transfer. Upon any
      registration of transfer, the Company shall execute and deliver a new Warrant
      to
      the person entitled thereto.

     

    15.    Payment
      of Taxes.
      The
      Company shall not be required to pay any tax or taxes which may be payable
      with
      respect to any transfer of the Warrant or the Warrant Shares.

     

    16.    Severability
      of Provisions.
      In case
      any one or more of the provisions of this Warrant shall be invalid or
      unenforceable in any respect, the validity and enforceability of the remaining
      terms and provisions of this Warrant shall not in any way be affected or
      impaired thereby and the parties will attempt in good faith to agree upon a
      valid and enforceable provision which shall be a commercially reasonable
      substitute therefor, and upon so agreeing, shall incorporate such substitute
      provision in this Warrant.

     

    *         
      *         
      *

     

    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by
      its
      officer, thereunto duly authorized as of this day of October,
      2005.

     

    
      	 	 	 
	 	NETSMART
              TECHNOLOGIES, INC.
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
              

            
	 	
              Name:

              Title:

            


    

     

    


    
      
         

      

      
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    FORM
      OF
      SUBSCRIPTION

     

    (To
      be
      signed only upon exercise of Warrant)

     

    To:    Netsmart
      Technologies, Inc.

     

    The
      undersigned, the holder of the attached Common Stock Warrant, hereby elects
      to
      exercise the purchase right represented by such Warrant for, and to purchase
      thereunder,                                    1 
      shares
      of Common Stock of Netsmart Technologies, Inc. and
      such
      holder herewith
      makes payment of $_________.

    


     

    The
      undersigned requests that certificates for such shares be issued in the name
      of,
      and delivered
      to:_________________________________________________________

    whose
      address
      is:_______________________________________________________________.

     

    DATED:__________________________________

    


    
      
        

      

    

    (Signature
      must conform in all respects to name of Holder as specified

    on
      the
      face of the Warrant)

     

    Name:

      
        

      

    

     

    Title:

      
        

      

    

     

    


     

    


    
      
        

      

      
        
          	1	
                  Insert
                    here the number of shares called for on the face of the Warrant
                    (or, in
                    the case of a partial exercise, the portion thereof as to which
                    the
                    Warrant is being exercised), in either case without making any
                    adjustment
                    for any stock or other securities or property or cash which,
                    pursuant to
                    the adjustment provisions of the Warrant, may be deliverable
                    upon
                    exercise.

                


        

         

         

        
          
             

          

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