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                                                                   EXHIBIT 10.25


                                                           REMARKETING AGREEMENT

This Marketing Agreement (Agreement) is binding on this 17th day of April, 1998,
(Effective Date) between Eclipsys Corporation, having its principal place of
business is at Suite 401, 777 East Atlantic Avenue, Delray Beach, Florida 33483
(Eclipsys) and Simione Central National Inc. located at 6600 Powers Ferry Road,
Atlanta, Georgia 30339 (VENDOR).

                               FACTUAL BACKGROUND

Eclipsys develops and licenses proprietary healthcare information systems to
provide information solutions to healthcare providers. VENDOR is in the business
of developing and licensing proprietary information systems for home healthcare
providers.

Eclipsys desires to sub-license with VENDOR for implementation of the
techniques, routines and software needed to support the use of VENDOR's software
with Eclipsys' software and other solutions provided to Eclipsys' customers.
Eclipsys and VENDOR desire (1) for Eclipsys to market and sub-license VENDOR's
Software to Eclipsys' current and potential customers and (2) for VENDOR to
provide services to Eclipsys' Customers who sub-license VENDOR's Software.

                              TERMS AND CONDITIONS

For valuable and adequate consideration, the parties agree as follows:

1.       DEFINITIONS. The following terms shall mean:

         1.1.     VENDOR'S SOFTWARE: The object code form of the programs
                  identified in Schedule A and all associated documentation
                  normally provided to a customer, as well as improvements or
                  other object code and associated documentation that may be
                  developed and provided to Eclipsys' customers from time to
                  time as part of an executed Software Maintenance Agreement
                  attached hereto.

         1.2.     ECLIPSYS' PROPRIETARY INFORMATION: This Agreement and any and
                  all software and documentation owned or provided by Eclipsys
                  and all other Eclipsys methods, procedures, ideas, concepts,
                  techniques, expertise and documentation relating to such
                  software and all other materials, data or information of
                  Eclipsys which are not generally available to the public.

         1.3.     VENDOR'S PROPRIETARY INFORMATION: Any and all software and
                  documentation owned or provided by VENDOR and all other
                  VENDOR's methods, procedures, ideas, concepts, techniques,
                  expertise and documentation relating to such software and all
                  other materials, data or information of VENDOR which are not
                  generally available to the public.

         1.4.     PROSPECTS: A current Eclipsys customer or a hospital-based,
                  home health agency whose associated hospital has expressed an
                  interest in purchasing one or more of Eclipsys' software
                  products in addition to VENDOR's Software provided that
                  Eclipsys contacts or is contacted by the potential customer
                  prior any contact directly by the potential customer with
                  VENDOR.

         1.5.     First Level Support: Eclipsys' obligation to provide telephone
                  support to its customers for VENDOR's Software. Such First
                  Level Support shall include taking customer calls and
                  resolving any problems that are hardware or network related,
                  or related to customer use or operation of vendor's software,
                  as well as problem logging, tracking, and reporting. Eclipsys
                  agrees to handle 100% of these non-technical support calls for
                  Eclipsys customers.



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         1.6.     VENDOR's List Price: VENDOR's standard list price specified in
                  Schedule B, which price may be changed by VENDOR upon thirty
                  (30) days written notice to Eclipsys.

         1.7.     License Agreement: The agreement entered into between VENDOR
                  and Eclipsys which allows Eclipsys to sub-license VENDOR's
                  software and which is attached hereto.

         1.8.     Software Maintenance Agreement: The agreement entered into
                  between VENDOR and Eclipsys which defines VENDOR's obligation
                  to provide maintenance for VENDOR's Software to Eclipsys and
                  Eclipsys' customers.

         1.9.     Services Agreement: The agreement entered into between VENDOR
                  and Eclipsys which defines VENDOR's obligation to provide
                  implementation and training services for VENDOR's Software to
                  Eclipsys and Eclipsys' Customers.

         1.10.    Eclipsys Software License: The agreement entered into between
                  Eclipsys and an Eclipsys customer which allows an Eclipsys
                  Customer to sub-license the use of VENDOR's Software.

2.       SOFTWARE LICENSE GRANT.

         2.1.     Eclipsys Internal Use: For and during the term of this
                  Agreement VENDOR grants to Eclipsys a non-transferable,
                  non-exclusive License to VENDOR's Software (including those
                  new releases, enhancements or modifications provided
                  hereunder) for use solely on any computer system operated by
                  Eclipsys for testing and development purposes only. Eclipsys
                  may not use VENDOR's Software in an outsourcing or
                  time-sharing environment or otherwise use VENDOR's Software
                  licensed in this Section to directly generate revenue.

         2.2.     Marketing License: VENDOR grants to Eclipsys an exclusive,
                  non-transferable, right to sub-license VENDOR's Software to
                  Eclipsys' prospects in the United States and solely for use by
                  Eclipsys' Customers subject to the term of the License
                  Agreement.

         2.3.     Limited Purpose: Eclipsys understands, acknowledges, and
                  agrees that this Marketing License is solely for the purpose
                  of sub-licensing such VENDOR's Software to Eclipsys Customers
                  in accordance with this Agreement and the related License
                  Agreement; and that Eclipsys may not market, license, or
                  otherwise distribute or copy VENDOR's Software for resale,
                  redistribution or further licensing by an Eclipsys customer.

3.       ECLIPSYS' RESPONSIBILITIES.

         3.1.     Requests for Proposals Responses: Eclipsys is responsible for
                  incorporation of VENDOR's standard contractual language into
                  all appropriate Eclipsys responses to Requests for Proposals.
                  Eclipsys is responsible for production and distribution of all
                  such proposals.

         3.2.     VENDOR's Software Demos: Eclipsys is responsible for the
                  performance of Eclipsys demos and presentations to Eclipsys
                  customers and prospects of VENDOR's Software. However,
                  Eclipsys and its employees shall not have any authority to and
                  shall not make any representation or warranty on behalf of
                  VENDOR other than the warranties contained in VENDOR's License
                  Agreement and Software Maintenance Agreement attached hereto.
                  Eclipsys and its employees shall not in any manner assume or
                  create any obligation or responsibility, express or implied,
                  on behalf of or in the name of VENDOR, or act for or bind
                  VENDOR in any respect, except as expressly permitted by this
                  Agreement. Eclipsys shall indemnify VENDOR from and against
                  any liability, loss, damage, or expense, including attorney's
                  fees, arising out of any breach of this paragraph by Eclipsys.
                  No advertising, publicity or promotional material covering
                  VENDOR's software shall be undertaken or distributed by
                  Eclipsys without the prior approval of VENDOR.



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         3.3.     Presentations and Collateral: Eclipsys is responsible for the
                  production of all VENDOR's Software presentation materials for
                  Eclipsys use as well as for the production of Eclipsys
                  collateral which incorporates or references VENDOR's Software.
                  All such information is subject to the prior approval of
                  VENDOR.

         3.4.     Contracting: Eclipsys shall act as the primary contractor for
                  VENDOR's Software. Eclipsys shall sub-license VENDOR's
                  Software utilizing the standard Eclipsys contract forms. All
                  warranties provided by VENDOR to Eclipsys in the License
                  Agreement, Software Maintenance Agreement, and Services
                  Agreement attached hereto shall be transferred to Eclipsys
                  customers. Commitments of VENDOR's resources will be mutually
                  agreed upon. Notwithstanding anything to the contrary
                  contained herein, any contract through which Eclipsys
                  sub-licenses VENDOR's Software shall have terms and conditions
                  substantially similar to those contained in the License
                  Agreement, Software Maintenance Agreement and Services
                  Agreement attached hereto. Eclipsys shall indemnify and hold
                  VENDOR harmless from any damage, loss, or liability suffered
                  by VENDOR, including, but not limited to attorneys fees, on
                  account of Eclipsys' failure to comply with the terms and
                  conditions of this paragraph.

         3.5.     Invoicing: Eclipsys shall be responsible for the invoicing to
                  Eclipsys customers for all software, maintenance and services
                  contracted for by Eclipsys. Eclipsys shall provide payment
                  terms to its customers no greater than industry standards.

         3.6.     Business VENDORs Liaison: Eclipsys shall assign to VENDOR a
                  business liaison to manage the day-to-day performance of
                  Eclipsys' responsibilities under this Agreement. As
                  appropriate, Eclipsys shall also assign liaisons to VENDOR in
                  the areas of development implementation and training, support
                  sales support, education and connect technology.

         3.7.     Endorsement: Eclipsys shall market VENDOR's Software to
                  Eclipsys Customers and Prospects and endorse VENDOR's Software
                  as a product of choice for Eclipsys Customers and Prospects.

         3.8.     Installation and Implementation and Training for Eclipsys'
                  Customers: Eclipsys shall contract with Eclipsys' Customers
                  for installation, implementation, and training of VENDOR's
                  Software unless otherwise agreed to by VENDOR, or Eclipsys'
                  Customer. Eclipsys shall sub-contract with VENDOR for the
                  provision of VENDOR's Software installation, implementation,
                  and training services at the prices, specified in Schedule C
                  with up to a 30% discount, which prices may be changed by
                  VENDOR upon thirty (30) days written notice to Eclipsys.

4.       VENDOR'S RESPONSIBILITIES:

         4.1.     Requests for Proposals Responses: VENDOR shall supply Eclipsys
                  with boilerplate information to enable Eclipsys to respond to
                  requests for information. VENDOR shall use its best efforts to
                  keep all such boilerplate information updated with the most
                  current information. VENDOR shall also provide phone support
                  to answer questions related to the responses. However,
                  Eclipsys shall indemnify and hold VENDOR harmless from any
                  damage, loss or liability suffered by VENDOR, including, but
                  not limited to, attorney's fees, arising out of Eclipsys'
                  alteration or misrepresentation of the boilerplate information
                  provided by VENDOR pursuant to this Section 4.1.



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         4.2.     VENDOR Software Demos: VENDOR agrees to provide support for
                  sales demos to Eclipsys Prospects upon reasonable request.
                  Scheduling of VENDOR's Software demos will be mutually agreed
                  upon between Eclipsys and VENDOR.

         4.3.     Presentation Material and Collateral: VENDOR shall provide
                  VENDOR's sales collateral to Eclipsys upon request and shall
                  provide information to Eclipsys for inclusion of VENDOR's
                  Software information in Eclipsys presentation and sales
                  collateral.

         4.4.     Business VENDOR Liaison: VENDOR shall assign to Eclipsys a
                  business liaison to manage the day-to-day performance of
                  VENDOR's responsibilities under this Agreement. As appropriate
                  VENDOR shall also assign liaisons to Eclipsys in the areas of
                  development, implementation and training, support, sales
                  support, education and connect technology.

         4.5.     Delivery/Software Releases: Upon notification by Eclipsys,
                  VENDOR shall deliver to Eclipsys customers the licensed
                  VENDOR's Software and documentation as mutually agreed upon.
                  VENDOR shall deliver all VENDOR's Software releases, updates,
                  enhancements, and error corrections for any other VENDOR
                  customer, to those Eclipsys Customers contracting with
                  Eclipsys for such software maintenance services with respect
                  to VENDOR's Software.

         4.6.     Maintenance and Support: VENDOR shall be responsible for
                  providing maintenance and support to all Eclipsys customers
                  who have contracted with Eclipsys for such maintenance and
                  support, however, Eclipsys will provide First Level Support.
                  VENDOR's maintenance and support ("Software Maintenance")
                  shall be provided through Eclipsys by VENDOR under the terms
                  and conditions of the Software Maintenance Agreement attached
                  hereto. Maintenance will include for the then current release
                  of the VENDOR's Software: corrections to VENDOR's Software
                  problems determined by VENDOR to release and not separately
                  priced or marketed by VENDOR; and telephone support to
                  Eclipsys' support staff and to Eclipsys' Customers directly on
                  the use and operation of the VENDOR's Software during normal
                  business hours (8:00 a.m. to 5:00 p.m. - EST) related to
                  application assistance and operations support via VENDOR's
                  maintenance phone number. Eclipsys' Customers must agree to
                  comply with VENDOR's written maintenance procedures for
                  correcting defects.

         4.7.     Eclipsys/VENDOR Software Interface: VENDOR shall develop and
                  maintain mutually agreed upon product interfaces. Eclipsys
                  shall reasonably cooperate with VENDOR and provide VENDOR with
                  all information necessary to allow VENDOR to develop and
                  maintain such interfaces. Such interfaces, once released,
                  shall be considered VENDOR's Software for purposes of this
                  Agreement. Additionally, such interfaces shall be marketed to
                  Eclipsys' customers based on mutually agreeable terms and
                  conditions.

         4.8.     Installation, Implementation and Training: VENDOR shall
                  provide to Eclipsys employees, at no tuition charge, up to
                  five (5) days of training per year, during the term of this
                  Agreement, training at Eclipsys offices for VENDOR's Software.
                  Eclipsys shall be responsible for all travel and related
                  out-of-pocket expenses. VENDOR shall implement VENDOR's
                  Software at Eclipsys' customer sites as described in the
                  applicable Service Agreement.

         4.9.     Personnel. VENDOR agrees to maintain the level of expertise
                  and personnel required to support Eclipsys Customers in a high
                  quality manner consistent with relevant industry standards.

5.       PAYMENT.

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         5.1.     ROYALTY: For each sub-license of VENDOR's Software sold by
                  Eclipsys to an Eclipsys Prospect, Eclipsys shall pay VENDOR a
                  royalty of 50% of the sales price, which will not be lower
                  than VENDOR's List Prices less a 25% discount.

         5.2.     REFUNDS: In the event Eclipsys must replace VENDOR's software
                  after successful installation to make it fully operational,
                  there shall be no additional royalty paid to VENDOR for such
                  replacement copy so long as such replacement copy is of the
                  same version and kind as VENDOR's Software. In the event
                  VENDOR's Software is inoperative or does not perform in
                  accordance with VENDOR's specifications and the Eclipsys
                  Customer terminates the Eclipsys Software License for VENDOR's
                  Software and Eclipsys refunds to such Customer the license
                  fees paid by such Customer for VENDOR's Software, VENDOR will
                  refund to Eclipsys the applicable royalty fees and maintenance
                  fees paid by Eclipsys to VENDOR within ninety (90) days of
                  written demand. However, VENDOR shall only be required to
                  refund that percentage of the fees paid to VENDOR by Eclipsys
                  which is equal to the percentage of the license fees and
                  maintenance fees refunded by Eclipsys to such customer for
                  VENDOR's Software.

         5.3.     ENHANCEMENTS: Enhancements provided to VENDOR's client base
                  under the Software Maintenance Agreement will also be provided
                  to Eclipsys Customers for support fees paid and to Eclipsys
                  for its own internal use pursuant to this Agreement at no
                  charge.

         5.4.     MINIMUM ROYALTY: Eclipsys shall guarantee a minimum of $2.5
                  million in royalty payments to VENDOR to reflect sales through
                  June 30, 1998. This minimum royalty will be offset by
                  royalties otherwise due under this agreement for sales by
                  Eclipsys through June 30, 1998. Eclipsys will also receive
                  credit against this minimum royalty for VENDOR's software
                  ordered and shipped directly to Eclipsys by June 30, 1998.
                  This software shall remain available for sub-licensing by
                  Eclipsys to its customers until ultimately sold. Any VENDOR's
                  software ordered and shipped directly to Eclipsys for credit
                  towards this minimum royalty obligation is nonrefundable and
                  nonreturnable.

         5.5.     MAINTENANCE. For each Eclipsys Customer contracting for
                  Maintenance for VENDOR's Software, Eclipsys shall pay to
                  VENDOR an annual maintenance fee (the "Maintenance Fee") equal
                  to eighteen percent (18%) of the sales price, which sales
                  price will not be lower than VENDOR's List Price less a 25%
                  discount, for such VENDOR's Software. Eclipsys will provide
                  First Level Support in exchange for twenty percent (20%) of
                  any such Maintenance Fees for the first 10 licenses sold and
                  thirty percent (30%) of such Maintenance Fees for any such
                  license sold thereafter.

         5.6.     INSTALLATION, IMPLEMENTATION AND TRAINING: Eclipsys shall pay
                  to VENDOR the fees for installation, implementation, and
                  training services performed in accordance with signed Services
                  Agreements.

         5.7.     COSTS: Except as stated in this Agreement, each party shall
                  pay its own expenses related to this Agreement.

         5.8.     PAYMENT TERMS: All royalties, maintenance fees, and fees for
                  installation, implementation, and training services due under
                  this Agreement are payable to VENDOR by the fifteenth day of
                  the month following the month Eclipsys receives payment from
                  the Eclipsys customer except with respect to royalties due
                  under this Agreement which in any event must be paid in full
                  within twelve (12) months of the date of the applicable
                  Eclipsys Software License. With each monthly payment to
                  VENDOR, Eclipsys will provide VENDOR with sufficient detail to
                  determine the Eclipsys customer, nature of payments received
                  and other appropriate accounting information as mutually
                  agreed.



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6.       TERM & TERMINATION

         6.1.     TERMINATION FOR CONVENIENCE: The term of this Agreement shall
                  be for a period of two (2) years to be automatically renewable
                  bi-annually after the initial term unless either party
                  notifies the other party in writing of their desire to
                  terminate at least sixty (60) days prior to the end of the
                  then-current term.

         6.2.     CAUSE FOR EARLY TERMINATION: If VENDOR is acquired by a third
                  party, Eclipsys shall have the immediate right to terminate
                  this Agreement.

         6.3.     RIGHTS UPON TERMINATION: For a period of two (2) years,
                  commencing with the date of termination of this Agreement,
                  VENDOR shall have the sole right and responsibility to provide
                  Software Maintenance Services to Eclipsys' Customers using
                  VENDOR's Software, and VENDOR and Eclipsys shall be entitled
                  to continue to collect the Maintenance Fees associated with
                  such services as delineated under this Agreement. At the
                  expiration of such two (2) year period, the source code
                  version of VENDOR's Software shall be released to Eclipsys.
                  VENDOR agrees to put into escrow (1) copy of the source code
                  for VENDOR's Software and all necessary instructions and
                  materials which Eclipsys may access and use solely to support
                  Eclipsys" Customers using VENDOR" Software after the
                  aforementioned two (2) year period.

7.       PROPRIETARY INFORMATION/CONFIDENTIALITY

         7.1.     CONFIDENTIALITY OF VENDOR'S SOFTWARE: Eclipsys agrees that it
                  has no interest in or right to use VENDOR's Software except in
                  accordance with the terms of this Agreement, Eclipsys agrees
                  that during the term of this Agreement and thereafter, it will
                  hold VENDOR's Software in strict confidence, it will not
                  disclose or otherwise make available VENDOR's Software or any
                  part thereof, except to the extent permitted by the terms of
                  this Agreement, and that it will take all reasonable steps
                  necessary to maintain the confidentiality of VENDOR's
                  Software. Eclipsys further agrees it will not remove or permit
                  to be removed from any item included in VENDOR's Software, any
                  proprietary, confidential or copyright notices markings or
                  legends placed thereon by VENDOR.

         7.2.     CONFIDENTIALITY OF VENDOR'S PROPRIETARY INFORMATION: Eclipsys
                  agrees that, during the term of this Agreement and thereafter,
                  it will hold the VENDOR's Proprietary Information in strict
                  confidence; it will not disclose or otherwise permit any third
                  person or entity to disclose, use or receive VENDOR's
                  Proprietary Information without VENDOR's prior written consent
                  except to such employees or agents of Eclipsys who need access
                  to such information in order to develop or assist in the
                  development of schemata or interfaces between Eclipsys and
                  VENDOR's Software for the benefit of Eclipsys' Customers.

         7.3.     CONFIDENTIALITY OF ECLIPSYS' PROPRIETARY INFORMATION: VENDOR
                  agrees that during the term of this Agreement and thereafter,
                  it will hold the Eclipsys Proprietary Information in strict
                  confidence; it will not disclose or use or otherwise permit
                  any third person or entity to disclose, use or receive the
                  Eclipsys Proprietary Information without Eclipsys' prior
                  written consent except to such employees or agents of VENDOR
                  who need access to in order to develop or assist in the
                  development of schemas or interfaces between Eclipsys and
                  VENDOR's Software for the benefit of Eclipsys Customers.

         7.4.     USE OF VENDOR's TRADEMARKS: No license is granted to Eclipsys
                  to use, and Eclipsys shall not use, any VENDOR trademark, or
                  service mark, except as necessary for Eclipsys to perform its
                  duties hereunder. Eclipsys may reference VENDOR's Software in
                  marketing



<PAGE>   7




                  and selling VENDOR's Software, however, in all cases where
                  Eclipsys uses VENDOR's trademarks in the performance of its
                  duties hereunder, Eclipsys shall identify VENDOR's trademarks
                  as being owned by, and as being the property of VENDOR.

         7.5.     PRIVATE LABELING: Eclipsys shall have the right to private
                  label VENDOR's software under the Eclipsys Sunrise product
                  line. Eclipsys shall be responsible for all costs associated
                  with section 7.5.

8.       VENDOR'S WARRANTY: VENDOR warrants that VENDOR's Software, when
         delivered and so long as Maintenance is to be provided pursuant to THIS
         Agreement or any Software Maintenance Agreement with an Eclipsys
         Customer is in effect will substantially perform in accordance with its
         then current user documentation and any mutually agreed upon
         specifications in all material respects. In the event that VENDOR's
         software fails to conform to such warranty, VENDOR's sole obligation
         shall be to provide Software Maintenance at no additional charge to
         Eclipsys or to an Eclipsys customer.

         8.1.     Subject to the previous sentences, Eclipsys understands that
                  VENDOR makes no other warranty to Eclipsys regarding the
                  capabilities of VENDOR's Software, or its (or their)
                  compatibility with any particular computer, applications, or
                  operating system, or other warranty of any kind. VENDOR
                  DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, OR IMPLIED,
                  INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR
                  USE OF A PARTICULAR PURPOSE.

9.       LIMITATION OF LIABILITY: IN NO EVENT SHALL VENDOR BE LIABLE TO ECLIPSYS
         FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO
         LOST PROFITS OR LOST BUSINESS OPPORTUNITIES.

10.      INDEMNIFICATION BY VENDOR. VENDOR agrees to indemnify, defend and hold
         harmless Eclipsys from any claim asserted or suit or proceeding that
         VENDOR's Software infringes a U.S. patent, trademark, copyright or
         trade secret of a third party, provided VENDOR is given prompt written
         notice of, and full and complete authority, information and assistance
         in the defense of, such claim, suit or proceeding. VENDOR shall pay all
         damages and costs awarded against Eclipsys in such suit or proceeding,
         but VENDOR shall not be responsible for the cost of any settlement or
         any such claim, suit or proceeding made without the written consent of
         VENDOR. In addition, and at the option and expense of VENDOR, VENDOR
         may, at any time after such claim has been asserted, and shall in the
         event VENDOR's Software is in any such suit or proceeding held to
         constitute infringement and the use of that VENDOR's Software is
         enjoined, either procure for Eclipsys customers who have sub-licensed
         VENDOR's Software the right to continue using that VENDOR's Software or
         replace or modify that VENDOR's Software so that it becomes
         non-infringing, provided that such replacement or modified VENDOR's
         Software has the same functional characteristics as the infringing
         VENDOR's Software. VENDOR shall not be liable to Eclipsys under the
         terms of this paragraph or otherwise if any infringement or claim is
         based upon the use of any VENDOR's Software in violation of the License
         Agreement attached hereto. Eclipsys may engage its own counsel at its
         own expense to advise Eclipsys in connection with any such claim, suit
         or proceeding, but VENDOR shall at all times retain the full right and
         authority to control the defense of any such claim suit or proceeding.
         The provisions of this Section shall survive the termination or
         expiration of this Agreement. Notwithstanding any provision of this
         Agreement to the contrary, this indemnification paragraph of this
         Agreement states the entire liability of VENDOR for the infringement of
         any patent, copyright, trademark or trade secret rights.

         10.1.    In addition, VENDOR agrees to defend, indemnify and hold
                  Eclipsys harmless from and with respect to any and all damages
                  liability whatsoever (including attorney fees and cost)
                  associated with any Eclipsys customers use of VENDOR's
                  Software. This indemnification



<PAGE>   8



                  includes all VENDOR's Software licensed by Eclipsys to an
                  Eclipsys customers using Eclipsys Software License prior to
                  the date of this Agreement.

11.      INDEMNIFICATION BY ECLIPSYS: Eclipsys agrees to defend, indemnify and
         hold VENDOR harmless from and with respect to any and all damages,
         claims, or liability whatsoever, including but not limited to attorneys
         fees and costs of litigation, associated with any claim made by an
         Eclipsys customer, which claim is caused by or arises out of Eclipsys'
         breach of any contract between Eclipsys and an Eclipsys customer, or
         which arises out of Eclipsys' breach of any contract between VENDOR and
         Eclipsys.

12.      MISCELLANEOUS PROVISIONS.

         12.1.    ENTIRE AGREEMENT/AMENDMENTS: This Agreement including all
                  schedules attached hereto, contains the entire agreement
                  between the parties and all prior proposals, discussions, and
                  writings by and between the parties and relating to the
                  subject matter hereof we superseded hereby. None of the terms
                  of this Agreement shall be deemed to be waived by either party
                  or amended or supplemented unless such waiver, amendment or
                  supplement is written and signed by both parties. The
                  invalidity or unenforceability of any particular provision of
                  this Agreement, as determined by any court of competent
                  jurisdiction or any appropriate legislature, shall not effect
                  the other provisions hereof, and this Agreement shall be
                  construed in all respects as if such invalid or unenforceable
                  provision has been omitted.

         12.2.    SURVIVAL: All representations and warranties, subject to the
                  terms and conditions made or undertaken by Eclipsys or VENDOR
                  in this Agreement or in any document or instrument executed
                  and delivered pursuant hereto are material, have been relied
                  upon by the parties hereto, and shall survive the date hereof.

         12.3.    ASSIGNMENT: This Agreement shall be binding upon and inure to
                  the benefit of the parties hereto and their respective
                  successors and assigns. This Agreement may be assigned
                  provided that written notice of such assignment is provided to
                  the non-assigning party and the assignee acknowledges that it
                  will be liable to the non-assigning party for all
                  representations, covenants, agreements, obligations, and
                  liabilities of the assigning party under this Agreement. 
                  VENDOR shall have the right of final approval or rejection of
                  assignment.

         12.4.    GOVERNING LAW: The validity and construction of this Agreement
                  shall be governed by, subject to, and construed in accordance
                  with the law of the state of Florida.

         12.5.    PUBLIC ANNOUNCEMENT: Both Eclipsys and VENDOR shall allow the
                  other to issue a public announcement of this Agreement subject
                  to review and approval of both parties. However, such
                  announcement shall not include specific terms, financial
                  arrangements or any other information of a confidential
                  nature.

         12.6.    NOTICES: All notices, requests, demands and other
                  communications hereunder shall be in writing and shall be
                  delivered by hand, telex, telegraph, facsimile or like method
                  of transmission or mailed by registered or certified mail,
                  return receipt requested, first class postage prepaid,
                  addressed as follows:

         If to Eclipsys:       Eclipsys Corporation
                               East Atlantic Avenue
                               Suite 200
                               Delray Beach, FL 33483
                               Attn: Jack Risenhoover, General Counsel



<PAGE>   9



        If to VENDOR:          Simione Central National, Inc.
                               6600 Powers Ferry Road, Suite 300
                               Atlanta GA 30339
                               Attn: Jim Henderson, Chief Executive Officer

Eclipsys Corporation                             Simione Central National, Inc.

Signature                                        Signature
         ---------------------------                      ---------------------

By       Greg Wilson                             By
         ---------------------------                      ---------------------

Title    Vice President                          Title
         ---------------------------                      ---------------------

Date                                             Date
         ---------------------------                      ---------------------



<PAGE>   10


                             REMARKETING AGREEMENT

                                   SCHEDULE A

VENDOR'S SOFTWARE

The following VENDOR software products, subject to amendment by VENDOR upon
thirty (30) day written notice, are available for sub-licensing under the terms
of this Remarketing Agreement

<TABLE>
<S>                                                     <C>
PRODUCT NAME                                            INCLUDED APPLICATIONS                                 
------------                                            ---------------------
SCSYNERGY                                               Intake, Verification, Authorization, Admissions,      
                                                        Order Entry, Resource and Encounter                   
                                                        Management, Activity Entry, Occurrence                 
                                                        Tracking, Contracts, Billing and Accounts             
                                                        Receivable/Collections                                
MAPP(TM) - Managed Avenues of Patient Progress          

           MAPP Scan                                    Paper version with Variance and Outcome
                                                        Tracking Module

           MAPP Plus                                    Automated version with Variance and Outcome
                                                        Tracking Module

STAT2 Basic                                             Client Intake, Plan of Care, Employee
                                                        Registration, Multi-Company Access, Billing/
                                                        Accounts Receivable, Medicare Electronic Billing

           Options                                      Scheduling, Hospice, Non-Medicare Electronic
                                                        Billing, Electronic Remittance Advice

SC Teltime                                              Navigator and Interactive Voice Response (IVR)

Pharmworks                                              Order Entry, Billing, Accounts Receivable
                                                        Pharmacy Management and Materials
                                                        Management


           Options                                      Electronic Billing

DNM 7.0 Enterprize                                      Order Entry, Billing, Accounts Receivable/
                                                        Collections, Inventory Control

           Options                                      Purchase Order with EDI and Retail
</TABLE>



<PAGE>   11


                             REMARKETING AGREEMENT


                                   SCHEDULE B

VENDOR'S LIST PRICE

The following prices reflect VENDOR'S standard List Price for each of VENDOR'S
software products available for sub-licensing under this Agreement. VENDOR'S
List Price is subject to change by VENDOR upon thirty (30) days written notice
to Eclipsys. The quoted VENDOR'S List Price excludes hardware and third-party
software charges.

<TABLE>
<CAPTION>
PRODUCT NAME                                            VENDOR'S LIST PRICE
------------                                            -------------------
<S>                                                     <C> 
SC SYNERGY                                              $6,000 per user (minimum purchase of 10 user; 5
                                                        user increments thereafter]
MAPP(TM)
             MAPP Scan                                  $15,000 per server copy
             NMPP Plus                                  $25,000 per server copy plus
                                                        $ 1,850 per device copy

STAT2 Basic                                             $20,000 plus $3,000 per user [must be purchased
                                                        in 8 user increments]

             Options
               Hospice                                  $9,900 per server copy
               Scheduling                               $ 1,000 per user
               Non-Medicare Electronic Billing          $4,500 per provider
               Electronic Remittance Advice             $3,500 per server copy

SC TELTIME                                              1-100 identification numbers - $21,000
                                                        101-300 - $45 000
                                                        over 300 - $70,000

Pharmworks                                              $18,000 plus $1,000 per user [must be purchased
                                                        in 5 user increments]

             Options
               Electronic Billing                       $1,500 per server copy

DME 7.0 Enterprize                                      $30,000 plus $700 per user [must be purchased in
                                                        5 user increments]
        Options
            Purchase Order with EDI                     $ 1,700 per server copy
            Retail                                       10,500 per server copy
</TABLE>



<PAGE>   12


                              REMARKETING AGREEMENT

                                   SCHEDULE C

INSTALLATION, IMPLEMENTATION AND TRAINING FEES

Installation, Implementation and Training (including project management) will be
provided at a rate of $150 per hour worked, plus all applicable out-of-product
expenses.