CARECENTRIC INC
<DOCUMENT>
<TYPE>EX-10.46.1
<SEQUENCE>5
<FILENAME>carecentric10q33102ex10461.txt
<TEXT>
                                                                 EXHIBIT 10.46.1

                           CONVERTIBLE PROMISSORY NOTE


$600,000.00                                                     Atlanta, Georgia
                                                                  August 8, 2000


     FOR VALUE RECEIVED, Simione Central Holdings, Inc., a Delaware corporation,
having a place of business at 6600 Powers  Ferry Road,  Atlanta,  Georgia  30339
(hereinafter "Borrower"),  does hereby promise to pay to the order of Barrett C.
O'Donnell (hereinafter  "Lender"),  at Atlanta,  Georgia, or such other place as
the holder  hereof may  designate,  on or before  August 7, 2005 (the  "Maturity
Date"),   the  principal  sum  of  Six  Hundred   Thousand  and  00/100  Dollars
($600,000.00),  together with interest on the unpaid principal balance hereof at
the rate of nine percent (9%) per annum.  Interest shall commence on the date of
this Note and shall be payable  quarterly  in arrears on the first day of March,
June, September and December of each year,  commencing on September 30, 2000 and
continuing  until all  principal  amounts due  hereunder  are paid in full.  The
Borrower  shall  have the  right to repay the  principal  amount of this Note in
whole or in part without penalty  commencing one (1) year after the date of this
Note  and at  any  time  hereafter  prior  to the  Maturity  Date.  Any  partial
prepayment  shall not relieve the Borrower of the obligation to repay the entire
principal  amount  hereunder as such amount  falls due. All interest  under this
Note shall be computed on the basis of the actual number of days elapsed over an
assumed  year  consisting  of three  hundred  sixty  (360)  days.  All  payments
hereunder  shall be made in lawful  money of the  United  States in  immediately
available funds.

     This Note and the debt  obligations of Borrower  hereunder are subordinated
to the  indebtedness  and  obligations  of Borrower to  Wainwright  Bank & Trust
Company  (the  "Bank")  incurred  pursuant  to that  certain  Loan and  Security
Agreement dated July 12, 2000 by and among Borrower, Simione Central Consulting,
Inc., Simione Central National, LLC and the Bank and the obligations of Borrower
under that certain  Promissory Note in the principal amount of $6.0 million from
Borrower, Simione Central National, LLC, and Simione Central Consulting, Inc. in
favor of John E. Reed dated June 12, 2000.

     Borrower, as maker, endorser,  surety, guarantor, or in any other capacity,
hereby:  (i)  waives  diligence,  presentment,  demand,  protest  and  notice of
presentment,  notice of protest and notice of dishonor of the debt  evidenced by
this Note and each and every  other  notice of every  kind with  respect to this
Note;  and (ii) agrees that the Lender or any other holder of this Note,  at any
time  or  times,  without  notice  to or the  consent  of  Borrower,  may  grant
extensions  of time without  limit as to the number or the  aggregate  period of
such extensions,  for the payment of any principal and/or interest due hereunder
and consents to any substitution,  exchange or release of collateral, and to the
addition  or  release  of any  other  person  who may at any  time be or  become
primarily or secondarily liable for the repayment of the indebtedness  evidenced
by this Note.

     It shall be an event of  default  hereunder  ("Event  of  Default")  (i) if
Borrower shall fail to make any payment of principal or interest  hereunder when
due,  and not cured  within five (5) days after  delivery of notice,  or (ii) if
Borrower  shall become  insolvent or file or have filed  against it a bankruptcy

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which is not  stayed  within  sixty  (60) days or be  dissolved.  If an Event of
Default  shall occur and remain  uncured then (i) the nine percent (9%) interest
rate  described  above shall be increased to eleven percent (11%) for as long as
the Event of  Default  continues,  and (ii) at any time  thereafter,  the entire
unpaid  principal amount of this Note,  together with accrued interest  thereon,
shall at the election of the Lender, and without notice of such election, become
immediately  due and payable in full;  and Lender may take such other actions as
may be  provided  for in this  Note,  or as may be  available  to  Lender  under
applicable law.

     The  rights and  remedies  of the  Lender as  provided  in this Note and by
applicable law shall be cumulative and  concurrent,  and may be pursued  singly,
successively,  or together  against  Borrower and any other  funds,  property or
security  of  Borrower  held by  Lender.  The  delay or  omission  of  Lender in
exercising  any such right or remedy  shall in no event be construed as a waiver
or release of said rights or  remedies,  or of the right to  exercise  them from
time to time and at any time at any later date.

     No  waiver  of any  default  hereunder  shall be  deemed  a  waiver  of any
subsequent or continuing  default nor shall any delay by the holder in enforcing
any right hereunder be considered a waiver of such right. Borrower agrees to pay
all costs of collection or enforcement of any amount due under this Note upon an
Event of Default including reasonable  attorneys' fees and disbursements whether
suit is brought or not.  In the event  that any one or more  provisions  of this
Note shall for any reason be held to be invalid, illegal or unenforceable,  such
invalidity,  illegality or unenforceability shall not affect any other provision
of this Note,  and this Note shall be construed as if such  invalid,  illegal or
enforceable  provision  had never been  contained  herein.  This Note may not be
changed,  modified  or amended in any way other than by a writing  signed by the
party against whom such change, modification or amendment is sought.

     This  Convertible  Promissory  Note  is  the  Convertible  Promissory  Note
referred  to in that  certain  Convertible  Note  Agreement  dated of even  date
herewith between Borrower and Lender, as amended, modified and supplemented from
time to time (the  "Agreement").  This Note is  subject  to all of the terms and
conditions contained in the Agreement, in addition to those terms and conditions
set forth  herein.  This Note may be converted  into Common Stock of Borrower at
Lender's option in accordance with the terms and conditions of the Agreement.

     THIS NOTE HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED,  OR UNDER ANY STATE  SECURITIES  LAWS,  AND  THEREFORE  CANNOT BE SOLD,
TRANSFERRED, PLEDGED, HYPOTHECATED OR ASSIGNED UNLESS IT IS REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,  AND UNDER ALL APPLICABLE  STATE  SECURITIES
LAWS, OR UNLESS AN EXEMPTION THEREFOR IS AVAILABE.

                                       2
<PAGE>

     Whenever used herein,  the words "Borrower" and "Lender" shall be deemed to
include their respective heirs,  successors and assigns.  Time is of the essence
of this Note and of the payments and performances hereunder.  This Note is to be
construed in all  respects  and  enforced  according to the laws of the State of
Delaware.

     TO THE MAXIMUM  EXTENT  PERMITTED BY  APPLICABLE  LAW, THE BORROWER  HEREBY
WAIVES TRAIL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM,  WHETHER
IN CONTRACT OR TORT,  AT LAW OR IN EQUITY,  ARISING OUT OF OR IN ANY WAY RELATED
TO THIS NOTE.

                                         SIMIONE CENTRAL HOLDINGS, INC.


                                         By:  /s/ Stephen M. Shea
                                            ------------------------------------
                                         Name: Stephen M. Shea
                                              ----------------------------------
                                         Its:  CFO
                                             -----------------------------------


                                       3

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