CARECENTRIC INC
PROMISSORY NOTE
<DOCUMENT>
<TYPE>EX-10.49
<SEQUENCE>7
<FILENAME>carecentric10q63002ex1049.txt
<DESCRIPTION>PROMISSORY NOTE
<TEXT>
                                                                   EXHIBIT 10.49

                                 PROMISSORY NOTE

                                CareCentric, Inc.
                                SC Holding, Inc.
                            CareCentric National, LLC


                                                         Dated: July 1, 2002


1.   Amount and Rate.  CareCentric,  Inc., a Delaware  corporation;  CareCentric
     National, LLC, a Georgia limited liability company; and SC Holding, Inc., a
     Georgia  corporation;  each of whose principal office is at 2625 Cumberland
     Parkway, Suite 310, Atlanta, Georgia 30339, (collectively, "Borrower"), for
     value received,  hereby promise, jointly and severally, to pay to the order
     of John E. Reed  ("Lender"),  the  principal  amount of Three  Million Five
     Hundred  Fifty-Five  Thousand,  Five Hundred  Fifty-Five and 00/100 Dollars
     (U.S.  $3,555,555.00),  or such greater or lesser amount as shall equal the
     aggregate  unpaid amount of the Obligations of Borrower to Lender under the
     Loan  Agreement  (as  hereinafter  defined),  in lawful money of the United
     States of America in immediately  available  funds,  in accordance with the
     terms of the Loan  Agreement,  and to pay interest on the unpaid  principal
     amount of the Loans, in the manner,  at the rate and at the times specified
     in the Loan Agreement.

2.   Loan Agreement.  This Promissory Note is the Promissory Note referred to in
     the Amended and Restated Secured  Convertible  Credit Facility and Security
     Agreement dated as of July 1, 2002 between Lender and Borrower, as amended,
     modified and supplemented from time to time (the "Loan Agreement"),  and it
     evidences Loans made by Lender to Borrower thereunder. This Promissory Note
     is  subject  to all of the  terms  and  conditions  contained  in the  Loan
     Agreement,  which are incorporated  herein by reference.  Capitalized terms
     used in this Promissory Note shall,  unless otherwise  stated herein,  have
     the respective  meanings assigned to them in the Loan Agreement.  The Loans
     evidenced by this  Promissory  Note may be  converted  into Common Stock of
     CareCentric,  Inc.,  at Lender's  option in  accordance  with the terms and
     conditions of the Loan Agreement.

3.   Event of  Default.  Upon the  occurrence  and  continuation  of an Event of
     Default,  the principal  hereof and accrued interest hereon may be declared
     to be, or may become,  forthwith  due and  payable in the manner,  upon the
     conditions and with the effect provided in the Loan Agreement.

4.   No  Registration.  THIS PROMISSORY  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

<PAGE>

     UNDER  ALL  APPLICABLE  STATE  SECURITIES  LAWS,  OR  UNLESS  AN  EXEMPTION
     THEREFROM IS AVAILABLE.

5.   Transfer.  Except  with  respect to a transfer to an  affiliate  of Lender,
     notice of any transfer of this  Promissory Note by Lender shall be given to
     Borrower  within  a  reasonable  time  period  after  such  transfer.  Upon
     surrender  of this  Promissory  Note at the  office  of the  Borrower,  the
     Borrower shall execute and deliver one or more replacement Promissory Notes
     in the name of the transferee(s).

6.   Presentment.  The Borrower hereby waives presentment,  dishonor,  notice of
     dishonor,  demand and protest. The Borrower hereby irrevocably  authorizes,
     and  empowers  the  prothonotary  or clerk or any  attorney of any court of
     record to appear for and confess  judgment therein against the Borrower for
     the amount which may be due hereon as  evidenced by an affidavit  signed by
     an officer  of the  Lender  setting  forth the  amount  then due  including
     accrued  interest,  plus  reasonable  attorney's  fees, with costs of suit,
     release of errors, and without right of appeal. If a copy hereof,  verified
     by an affidavit,  shall have been filed in said proceeding, it shall not be
     necessary  to file the  original  as a warrant of  attorney.  The  Borrower
     waives the right to any stay of execution  and the benefit of all exemption
     laws now or  hereafter  in  effect.  No single  exercise  of the  foregoing
     warrant and power to confess judgment shall be deemed to exhaust the power,
     whether or not any such exercise  shall be held by any court to be invalid,
     voidable,  or void,  but the power shall continue  undiminished  and may be
     exercised  from time to time as often as the Lender shall elect,  until all
     sums payable or that may become payable hereunder by the Borrower have been
     paid in full.

7.   Waivers.  Any failure of the Lender to exercise any right  hereunder  shall
     not be construed as a waiver of the right to exercise the same or any other
     right at any other time.

8.   Assignment.  This  Promissory  Note shall not be assignable by the Borrower
     without the prior written consent of the Lender.

9.   Controlling  Law. This  Promissory  Note shall be construed and enforced in
     accordance with, and governed by the laws of the State of Delaware (without
     regard to the principles of conflict of laws).

10.  Severability  of  Provisions.  In  case  any  term  or  provision  of  this
     Promissory Note shall be invalid, illegal or unenforceable,  such provision
     shall be  severable  from the  remainder,  and the  validity,  legality and
     enforceability of the remaining provisions shall not in any way be affected
     or impaired thereby.

11.  Headings.  The  headings  of  this  Promissory  Note  are for  purposes  of
     reference only and shall not limit or otherwise affect the meaning hereof.
<PAGE>

12.  Sealed Instrument. The Borrower intends this Promissory Note to be a sealed
     instrument and to be legally bound hereby.


     IN WITNESS  WHEREOF,  the Borrower has executed this  Promissory  Note
effective as of the date first written above.

                                            CARECENTRIC, INC.

                                            By:  /s/ John R. Festa
                                                -------------------------------
                                            Its:  President


                                            CARECENTRIC NATIONAL, LLC

                                            By:  /s/ John R. Festa
                                                -------------------------------
                                            Its:  President


                                            SC HOLDING, INC.

                                            By:  /s/ John R. Festa
                                                -------------------------------
                                            Its:  President



1490040

</TEXT>
</DOCUMENT>
