CARECENTRIC INC
<DOCUMENT>
<TYPE>EX-10.46
<SEQUENCE>4
<FILENAME>carecentric10q33102ex1046.txt
<TEXT>
                                                                   EXHIBIT 10.46


                           CONVERTIBLE NOTE AGREEMENT

     This  Convertible Note Agreement is made and entered into as of the 8th day
of August,  2000 by and  between  SIMIONE  CENTRAL  HOLDINGS,  INC.,  a Delaware
corporation ("SCHI") and BARRETT C. O'DONNELL ("O'Donnell").

                                   WITNESSETH:

     WHEREAS,  O'Donnell served as Chief Executive Officer of SCHI from July 15,
1998 through  September 9, 1999 and agreed to defer a portion of his salary that
would  otherwise  have been payable to him during that period,  which amount the
parties agree is $100,000 (the "Deferred Salary");

     WHEREAS,  on November 11, 1999  O'Donnell  extended a $500,000 loan to SCHI
evidenced by a promissory note from SCHI to O'Donnell (the "Old Note");

     WHEREAS,  SCHI was  recapitalized in June 2000 pursuant to convertible debt
and equity investments by John E. Reed ("Reed");

     WHEREAS, SCHI and O'Donnell desire to convert the indebtedness evidenced by
the Old Note and the Deferred Salary into a new  Convertible  Promissory Note on
terms substantially similar to the terms of Reed's $6.0 million Convertible Note
from SCHI.

     NOW,  THEREFORE,  in  consideration  of the premises and mutual  agreements
herein contained, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:

     1. Convertible  Promissory Note. The Old Note shall be terminated as of the
date  hereof.  In lieu of the Old Note and the  payment by SCHI of the  Deferred
Salary  to   O'Donnell,   SCHI  is  executing   and   delivering   to  O'Donnell
simultaneously herewith a Convertible Promissory Note in the principal amount of
$600,000,  a copy of which is  attached  hereto as  Exhibit A (the  "Convertible
Note").

     2. Conversion Right. O'Donnell may at any time at his option convert all or
a portion of the unpaid  interest  and  principal on the  Convertible  Note into
fully paid and nonassessable  shares of Common Stock of SCHI. The price at which
shares of Common Stock shall be delivered to O'Donnell (the "Conversion  Price")
shall  be  determined  in  accordance  with  Section  3 of this  Agreement.  The
conversion  of all or any  portion  of the  Convertible  Note  shall,  upon  the
issuance of certificates  representing the shares of capital stock issuable upon
such conversion,  represent the full payment and satisfaction of that portion of
the Convertible Note which has been converted.


<PAGE>

     3. Conversion.

          3.1 Shares to be Issued.  In the event  O'Donnell makes an election to
convert all or a portion of the unpaid interest and principal on the Convertible
Note pursuant to Section 2 above,  SCHI shall issue to O'Donnell  such number of
fully paid and nonassessable shares of Common Stock as is determined by dividing
the  dollar  amount  of the  Convertible  Note  designated  by  O'Donnell  to be
converted by the Conversion Price  applicable to each such share,  determined as
hereinafter provided, in effect on the date that O'Donnell makes his election to
convert.  The Conversion Price shall initially be equal to two dollars and fifty
one cents ($2.51) per share of Common Stock. Such initial Conversion Price shall
be subject to adjustment as hereinafter provided.

          3.2  Mechanics  of  Conversion.  Before  O'Donnell  shall be  entitled
voluntarily  to convert the  Convertible  Note into shares of Common  Stock,  he
shall give  written  notice to SCHI at its office  that he elects to convert the
same and shall state  therein the number of shares to be converted  and the name
or names in which he wishes the certificate or certificates for shares of Common
Stock to be issued.  SCHI shall,  as soon as practicable  thereafter,  issue and
deliver at such office to  O'Donnell,  a  certificate  or  certificates  for the
number of shares of Common Stock to which he shall be entitled.  Such conversion
shall be deemed to have been made immediately  prior to the close of business on
the date of O'Donnell's notice of conversion, and the person or persons entitled
to receive the shares of Common Stock  issuable  upon such  conversion  shall be
treated  for all  purposes  as the record  holder or  holders of such  shares of
Common Stock on such date.

          3.3 Adjustments to Conversion  Price for Certain  Diluting  Issuances,
Splits and  Combinations.  The  Conversion  Price shall be subject to adjustment
from time to time as follows:

               (a) Special  Definitions.  For  purposes  of this  Section 3, the
following definitions apply:

                    (1)  "Options"  shall mean rights,  options,  or warrants to
subscribe for,  purchase or otherwise acquire either Common Stock or Convertible
Securities (defined below).

                    (2)  "Convertible  Securities"  shall mean any  evidences of
indebtedness,  shares (other than Common Stock) or other securities  convertible
into or exchangeable for Common Stock.

                    (3) "Additional Stock" shall mean all shares of Common Stock
issued by SCHI after the date of this Agreement,  and all shares of Common Stock
issuable pursuant to Options and Convertible Securities issued by SCHI after the
date of this Agreement, other than (i) up to 606,904 shares of Common Stock that
may  be  issuable  to the  former  preferred  shareholders  and  noteholders  of


                                       2
<PAGE>

CareCentric Solutions,  Inc.  ("CareCentric") pursuant to that certain Agreement
and Plan of Merger by and among CareCentric, Simione Acquisition Corporation and
the  Corporation,  dated July 12, 1999, (ii) all shares of Common Stock issuable
by SCHI upon  conversion  of Reed's  Series D  Preferred  Stock of SCHI and $6.0
million  convertible  preferred note;  (iii) all shares of Common Stock issuable
upon  exercise of the warrants  issued by SCHI to Mestek,  Inc. on June 12, 2000
and July 12, 2000;  and (iv) shares of Common Stock for which  adjustment of the
Conversion Price is made pursuant to Section 3(d) or 3(e) below.

               (b)  Adjustments.  If SCHI  shall  issue,  after the date of this
Agreement, any Additional Stock without consideration or for a consideration per
share less than the Conversion Price in effect immediately prior to the issuance
of such Additional  Stock, the Conversion Price in effect  immediately  prior to
each such issuance shall forthwith be adjusted  downward to a price equal to the
price paid per share for such Additional Stock.

               (c) Determination of Consideration.  For purposes of this Section
3.3, the consideration received by SCHI for the issuance of any Additional Stock
shall be computed as follows:

                    (1) Cash and Property. Such consideration shall:

                    (A)  insofar as it  consists  of cash,  be  computed  at the
aggregate amount of cash received by SCHI excluding  amounts paid or payable for
accrued interest or accrued dividends;

                    (B) insofar as it consists of property  other than cash,  be
computed  at the fair  value  thereof  at the time of such  issue,  as  mutually
determined in good faith by SCHI's Board of Directors; and

                    (C) in the  event  Additional  Shares  of  Common  Stock are
issued  together  with other  shares or  securities  or other assets of SCHI for
consideration  which covers both,  be the  proportion of such  consideration  so
received,  computed  as  provided  in  clauses  (A) and (B) above,  as  mutually
determined in good faith by SCHI's Board of Directors;

                    (2) Options and Convertible  Securities.  The  consideration
per share  received  by SCHI for  Additional  Stock  deemed to have been  issued
pursuant to this Section  3.3,  relating to Options and  Convertible  Securities
shall be determined by dividing:

                    (A) the total amount, if any, received or receivable by SCHI
as  consideration  for the issuance of such Options or  Convertible  Securities,
plus the minimum  aggregate amount of additional  consideration (as set forth in
the  instruments  relating  thereto,  without regard to any provision  contained
therein designed to protect against  dilution) payable to SCHI upon the exercise
of such Options or the conversion or exchange of such Convertible Securities, or
in the case of Options for  Convertible  Securities,  upon the  exercise of such


                                       3
<PAGE>

Options  for  Convertible  Securities  and the  conversion  or  exchange of such
Convertible Securities by

                    (B) the  maximum  number of  shares of Common  Stock (as set
forth in the  instruments  relating  thereto,  without  regard to any  provision
contained  therein  designed  to protect  against  dilution)  issuable  upon the
exercise  of  such  Options  or  conversion  or  exchange  of  such  Convertible
Securities,  or in the case of  Options  for  Convertible  Securities,  upon the
exercise of such  Options  for  Convertible  Securities  and the  conversion  or
exchange of such Convertible Securities.

               (d) Adjustments to Conversion  Prices for Stock Dividends and for
Combinations or Subdivisions of Common Stock. In the event that SCHI at any time
or from time to time after the date of this  Agreement  shall declare or pay any
dividend on the Common Stock  payable in Common Stock or in any right to acquire
Common  Stock  for no  consideration,  or  shall  effect  a  subdivision  of the
outstanding  shares of Common  Stock  into a greater  number of shares of Common
Stock (by  stock  split,  reclassification  or  otherwise),  or in the event the
outstanding  shares  of Common  Stock  shall be  combined  or  consolidated,  by
reclassification  or otherwise,  into a lesser number of shares of Common Stock,
then the  Conversion  Price in effect  immediately  prior to such  event  shall,
concurrently with the effectiveness of such event, be proportionately  decreased
or increased,  as  appropriate.  In the event that SCHI shall declare or pay any
dividend on the Common Stock payable in any right to acquire Common Stock for no
consideration,  then SCHI  shall be deemed to have made a  dividend  payable  in
Common  Stock in an  amount  of  shares  equal to the  maximum  number of shares
issuable upon exercise of such rights to acquire Common Stock.

               (e) Adjustments for Reclassification  and Reorganization.  If the
Common Stock  issuable  hereunder  shall be changed into the same or a different
number of shares of any other  class or  classes  of stock,  whether  by capital
reorganization,  reclassification  or  otherwise  (other than a  subdivision  or
combination  of shares  provided  for in Section  3(d)  above),  the  applicable
Conversion Price then in effect shall,  concurrently  with the  effectiveness of
such reorganization or reclassification, be proportionately adjusted so that the
Convertible Note under this Agreement shall be convertible  into, in lieu of the
number of shares of Common  Stock  which  O'Donnell  would  otherwise  have been
entitled to receive,  a number of shares of such other class or classes of stock
equivalent  to the number of shares of Common Stock that would have been subject
to receipt by O'Donnell  upon  conversion of the  Convertible  Note  immediately
before that change.

               (f) No Impairment. SCHI will not, by amendment of 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 to be observed or performed  hereunder by SCHI,  but will at all times
in good faith assist in the carrying out of all the provisions of this Section 3
and in the taking of all such action as may be necessary or appropriate in order
to protect the conversion rights of O'Donnell against impairment.

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<PAGE>

               (g)  Certificates as to Adjustments.  Upon the occurrence of each
adjustment or readjustment  of any Conversion  Price pursuant to this Section 3,
SCHI at its expense shall promptly  compute such  adjustment or  readjustment in
accordance  with the terms  hereof  and  prepare  and  furnish  to  O'Donnell  a
certificate  executed  by SCHI's  Chief  Executive  Officer  or Chief  Financial
Officer setting forth such adjustment or readjustment  and showing in detail the
facts upon which such adjustment or readjustment is based.  SCHI shall, upon the
written  request at any time of  O'Donnell,  furnish or cause to be furnished to
O'Donnell  a  like   certificate   setting  forth  (i)  such   adjustments   and
readjustments,  (ii) the Conversion Price in effect immediately before and after
such  adjustments  and  readjustments,  and (iii) the number of shares of Common
Stock and the  amount,  if any,  of other  property  which at the time  would be
received upon the conversion of each dollar of the Convertible Note.

               (h) Notices of Record Date.  In the event that SCHI shall propose
at any time: (i) to declare any dividend or distribution  upon its Common Stock,
whether in cash, property,  stock or other securities,  whether or not a regular
cash  dividend  and whether or not out of earnings  or earned  surplus;  (ii) to
offer for  subscription  pro rata to the  holders  of any class or series of its
stock any  additional  shares  of stock of any class or series or other  rights;
(iii) to effect any  reclassification  or  recapitalization  of its Common Stock
outstanding  involving  a  change  in the  Common  Stock;  or (iv) to  merge  or
consolidate with or into any other corporation,  or sell, lease or convey all or
substantially all of its assets, or to liquidate,  dissolve or wind up; then, in
connection with each such event, SCHI shall send to O'Donnell:

                    (1) at least twenty (20) days' prior  written  notice of the
date on  which a  record  shall be taken  for  such  dividend,  distribution  or
subscription  rights  (and  specifying  the date on which the  holders of Common
Stock shall be entitled  thereto) or for determining  rights to vote, if any, in
respect of the matters referred to in (iii) and (iv) above; and

                    (2) in the case of the matters referred to in (iii) and (iv)
above, at least twenty (20) days' prior written notice of the date when the same
shall take place (and  specifying  the date on which the holders of Common Stock
shall be  entitled  to  exchange  their  Common  Stock for  securities  or other
property deliverable upon the occurrence of such event).

               (i) Issue Taxes. SCHI shall pay any and all issue and other taxes
that may be  payable in  respect  of any issue or  delivery  of shares of Common
Stock on  conversion  hereunder;  provided,  however,  that  SCHI  shall  not be
obligated to pay any transfer  taxes  resulting  from any transfer  requested by
O'Donnell in connection with any such conversion.

               (j) Reservation of Stock Issuable Upon Conversion.  SCHI shall at
all times reserve and keep available out of its  authorized but unissued  shares
of Common Stock,  solely for the purpose of effecting  the  conversion of any of
the  Convertible  Note  hereunder,  such number of its shares of Common Stock as


                                       5
<PAGE>

shall  from  time  to  time  be  sufficient  to  effect  the  conversion  of the
Convertible  Note  hereunder,  and if at any time the number of  authorized  but
unissued shares of Common Stock shall not be sufficient to effect the conversion
of the Convertible Note hereunder,  SCHI will take such corporate action as may,
in the opinion of its  counsel,  be necessary  to increase  its  authorized  but
unissued  shares of Common Stock to such number of shares as shall be sufficient
for such purpose,  including,  without  limitation,  engaging in best efforts to
obtain the requisite  stockholder  approval of any necessary amendment to SCHI's
certificate of incorporation.

               (k) Fractional  Shares.  No fractional share shall be issued upon
the conversion of the  Convertible  Note  hereunder.  All shares of Common Stock
(including  fractions  thereof) issuable upon conversion of the Convertible Note
hereunder,   shall  be  aggregated  for  purposes  of  determining  whether  the
conversion  would result in the issuance of any fractional  share. If, after the
aforementioned  aggregation,  the  conversion  would result in the issuance of a
fraction  of a share  of  Common  Stock,  SCHI  shall,  in lieu of  issuing  any
fractional  share,  either  (i) pay  O'Donnell  a sum in cash  equal to the fair
market value of such  fraction on the date of conversion  (as  determined by the
closing  price of the  Common  Stock on the  Nasdaq  market  on the day prior to
conversion), or (ii) round such fractional share up to a whole share.

     4. Registration Rights

          4.1 Registration Rights. SCHI covenants and agrees as follows:

          4.2 Definitions. For purposes of this Section 4:

               (a) The terms "Act" and "Securities  Act" mean the Securities Act
of 1933, as amended.

               (b) The term  "Form  S-3"  means  such  form  under the Act as in
effect on the date hereof or any  registration  form under the Act  subsequently
adopted by the SEC which  permits  inclusion  or  incorporation  of  substantial
information by reference to other documents filed by SCHI with the SEC.

               (c) The term  "Form  S-4"  means  such  form  under the Act as in
effect on the date hereof or any  registration  form under the Act  subsequently
adopted by the SEC for corporate  combinations and exchange offers which permits
inclusion or  incorporation  of  substantial  information  by reference to other
documents filed by SCHI with the SEC.

               (d) The term "Holder" means any person owning or having the right
to acquire  Registrable  Securities  or any  permitted  transferee  or  assignee
thereof.

               (e) The terms  "Exchange  Act" and "1934 Act" mean the Securities
Exchange Act of 1934, as amended.

                                       6
<PAGE>

               (f) The term "Person" means an individual,  corporation,  limited
liability company,  limited  partnership,  trust, joint venture,  association or
unincorporated organization.

               (g) The terms "register,"  "registered," and "registration" refer
to a registration  effected by preparing and filing a registration  statement or
similar  document in compliance with the Act, and the declaration or ordering of
effectiveness of such registration statement or document.

               (h) The term  "Registrable  Shares"  means (i) the  Common  Stock
issuable or issued upon conversion pursuant to Section 2 of this Agreement,  and
(ii) any  Common  Stock or other  securities  issued or  issuable  in respect of
shares  referenced  in  (i)  above,  upon  any  stock  split,   stock  dividend,
recapitalization,  or  similar  event;  excluding  in all  cases,  however,  any
Registrable  Securities sold by a Person in a transaction in which such Person's
rights under this Section 4 are not assigned.

               (i) The term "SEC" means the Securities and Exchange Commission.

               (j) The term "Subsidiary"  means, with respect to any Person, any
corporation,  limited  liability  company,  or  partnership of which such Person
owns, either directly or through its subsidiaries or affiliates, more than fifty
percent  (50%) of (i) the total  combined  voting power of all classes of voting
securities in the case of a corporation or (ii) the capital or profit  interests
therein in the case of a partnership.

          4.3 Request for Registration. Upon request of O'Donnell, SCHI will use
its  best  efforts  to file  within  45  days  of a  request  from  O'Donnell  a
registration  statement  with the SEC  (utilizing  Form S-3 or a successor  form
thereto and Rule 415 to the extent available) to register  Registrable Shares as
requested by O'Donnell.  SCHI shall not be required to file more than three such
registration  statements (excluding any registration  statement which is delayed
pursuant  to Section  4.5(e)  below and  through  which  O'Donnell  is unable to
register  eighty percent (80%) or more of the amount of Registrable  Shares that
O'Donnell originally requested to register in such registration statement),  and
no such  filing  shall be made prior to the date  which is six months  after the
date of this Agreement.

          4.4 SCHI  Registration.  If SCHI at any time  proposes  to register an
offering of its securities  under the Securities Act, either for its own account
or  for  the  account  of or at the  request  of one  or  more  Persons  holding
securities of SCHI, SCHI will:

               (a) give written notice thereof to O'Donnell (which shall include
a list of the  jurisdictions  in which SCHI  intends to attempt to qualify  such
securities  under the applicable blue sky or other state securities laws) within
10 days of its receipt of a request from one or more Persons holding  securities
of SCHI to register securities, or from its decision to effect a registration of
securities for its own account, whichever first occurs; and

                                       7
<PAGE>

               (b) use its best efforts to include in such  registration  and in
any underwriting  involved  therein,  all the Registrable  Shares specified in a
written  request by O'Donnell  made within 30 days after receipt of such written
notice from SCHI, except as set forth in Section 4.5(e) below and subject to the
currently existing piggyback rights referenced in Section 4.11.

          4.5 Obligations of SCHI. If and whenever pursuant to the provisions of
this  Section  4 SCHI  effects  registration  of  Registrable  Shares  under the
Securities Act of 1933 and state securities laws, SCHI shall:

               (a) Prepare and file with the SEC a  registration  statement with
respect to such  securities and use its best efforts to cause such  registration
statement  to become and remain  effective  for a period not to exceed two years
after the filing (but which  period  shall be  extended  by the  duration of any
delay periods under clause (e) below);

               (b) Use its best  efforts to register  or qualify the  securities
covered by such registration  statement under the securities or blue sky laws of
such  jurisdictions  as O'Donnell shall reasonably  request,  and do any and all
other acts and things which may be necessary  or  advisable  (in the  reasonable
opinion of O'Donnell) to enable O'Donnell to consummate the disposition thereof;
provided,  however,  that in no event shall SCHI be  obligated  to qualify to do
business in any  jurisdiction  where it is not now so  qualified  or to take any
action  which  would  subject it to the  service of process in suits  other than
those  arising  out of the  offer  or sale  of the  securities  covered  by such
registration statement in any jurisdictions where it is not now so subject;

               (c) As promptly as practicable prepare and file with the SEC such
amendments and  supplements to any  registration  statement and prospectus  used
pursuant to or in  connection  with this  Agreement  as may be necessary to keep
such registration  statement  effective and to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
registration  statement  until  such  time as all of such  securities  have been
disposed of in accordance with the intended methods of disposition by the seller
or sellers thereof set forth in such registration  statement or for such shorter
period as may be required herein; and

               (d) Furnish to O'Donnell  such number of conformed  copies of its
registration  statement and of each such  amendment and  supplement  thereto (in
each case  including  all  exhibits,  such  number  of copies of the  prospectus
comprised in such registration  statement (including each preliminary prospectus
and  any  summary  prospectus),  in  conformity  with  the  requirements  of the
Securities  Act),  and such other related  documents as O'Donnell may reasonably
request in order to facilitate the disposition of the  Registrable  Shares to be
registered.

               (e) Anything in this Agreement to the contrary notwithstanding:

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<PAGE>

                    (i) SCHI may defer the filing ("Filing") of any registration
statement  or  suspend  the  use of a  prospectus  under a  currently  effective
registration  statement under this Agreement at its discretion for "Good Cause."
"Good  Cause" means  either if (1) SCHI is engaged in active  negotiations  with
respect  to  the  acquisition  of  a  "significant  subsidiary"  as  defined  in
Regulation S-X  promulgated by the SEC under the Exchange Act and the Securities
Act which would in the  opinion of counsel for SCHI be required to be  disclosed
in the  Filing;  or (2) in the  opinion of counsel  for SCHI,  the Filing  would
require the inclusion therein of certified financial statements other than those
in respect of SCHI's most recently ended full fiscal year and any preceding full
fiscal  year,  and SCHI may then,  at its option,  delay the  imposition  of its
registration  obligations  hereof  until the  earlier of (A) the  conclusion  or
termination of such negotiations,  or the date of availability of such certified
financial statements,  whichever is applicable,  or (B) 60 days from the date of
the registration request.

                    (ii) In the event  SCHI has  deferred  a  requested  Filing,
pursuant to the  preceding  paragraph,  such  deferral  period shall end if SCHI
registers  shares for resale by another  stockholder  of SCHI. In the event SCHI
undertakes an  underwritten  public  offering to issue SCHI  securities for cash
during  any  period in which a  requested  Filing  has been  deferred  or if the
registration  of  which  SCHI  gives  notice  under  Section  4.4(a)  is  for an
underwritten  public  offering to issue the SCHI securities for cash, SCHI shall
include the Registrable  Securities in such underwritten offering subject to (A)
the right of the managing  underwriters to object to including such shares,  (B)
Section  4.11,  and (C) the  condition  that  O'Donnell  shall  cooperate in the
registration process in all material respects,  including execution by O'Donnell
of the underwriting agreement agreed to by SCHI and the underwriters.

                    (iii) If the managing underwriter elects to limit the number
or amount of  securities  to be included in any  registration  referenced in the
preceding paragraph or in Section 4.4(a), all Persons holding securities of SCHI
(including  O'Donnell)  who hold  registration  rights  and who  have  requested
registration  (collectively,  the "Security Holders") shall,  subject to Section
4.11 hereof, participate in the underwritten public offering pro rata based upon
the ratio of the total  number or amount  of  securities  to be  offered  in the
offering  to the total  number or amount  of  securities  held by each  Security
Holder  (including  the number or amount of securities  which each such Security
Holder  may then be  entitled  to  receive  upon the  exercise  of any option or
warrant,  or the exchange or conversion  of any security,  held by such Security
Holder).  If any such  Security  Holder  would thus be entitled to include  more
securities  than such Security  Holder  requested to be  registered,  the excess
shall be allocated among the other Security Holders pro rata in a manner similar
to that described in the previous sentence.

                    (iv) SCHI may amend any  registration  statement to withdraw
registration of O'Donnell's  Registrable Shares if O'Donnell fails or refuses to
cooperate in full and in a timely manner with all reasonable  requests  relating
to such  registration  and the  public  offering  generally  made by  SCHI,  the
underwriters (if any), their respective counsel and SCHI's auditors.

                                       9
<PAGE>

          4.6 Expenses.  Without  regard to whether the  registration  statement
relating to the proposed sale of the Registrable Shares is made effective or the
proposed  sale of such  shares  is  carried  out,  SCHI  shall  pay the fees and
expenses in connection with any such registration including, without limitation,
legal,  accounting  and  printing  fees and  expenses  in  connection  with such
registration statements, the registration filing and examination fees paid under
the  Securities  Act and state  securities  laws and the filing fees paid to the
National Association of Securities Dealers, Inc.  Notwithstanding the foregoing,
O'Donnell  shall be responsible  for the payment of  underwriting  discounts and
commissions,  if any, and applicable  transfer taxes relating to the Registrable
Shares sold by O'Donnell  and for the fees and charges of any attorneys or other
advisers retained by O'Donnell.

          4.7 Indemnification.  In the event any Registrable Shares are included
in a registration statement under this Section 4:

               (a)  To the  extent  permitted  by  law,  with  respect  to  each
registration,  qualification,  or compliance that has been effected  pursuant to
this  Agreement,  SCHI will  indemnify  and hold harmless  O'Donnell,  his legal
counsel and  accountants  (each a  "Representative"),  and any  underwriter  (as
defined in the Act) for O'Donnell and any controlling Person of such underwriter
against any losses, claims,  damages, or liabilities (joint or several) to which
they may become  subject  under the Act, the 1934 Act or other  federal or state
law,  insofar as such expenses,  losses,  claims,  damages,  or liabilities  (or
actions in respect  thereof) arise out of or are based upon any of the following
statements, omissions or violations (collectively a "Violation"): (i) any untrue
statement  or alleged  untrue  statement  of a material  fact  contained in such
registration statement, including any preliminary prospectus or final prospectus
contained  therein,  offering  circular or other  document or any  amendments or
supplements  thereto,  (ii) the omission or alleged  omission to state therein a
material fact required or allegedly required to be stated therein,  or necessary
to make the statements therein not misleading, or (iii) any violation or alleged
violation  by SCHI of the  Act,  the  1934  Act,  any  other  federal  or  state
securities law or any rule or regulation promulgated under the Act, the 1934 Act
or any other  federal  or state  securities  law;  and SCHI will pay  O'Donnell,
O'Donnell's  Representative,  underwriter  and any  controlling  Person  of such
underwriter  or  controlling  Person  any  legal  or other  expenses  reasonably
incurred by such Person in connection with  investigating  or defending any such
loss, claim, damage, liability, or action; provided, however, that the indemnity
agreement  contained  in this  subsection  shall  not apply to  amounts  paid in
settlement  of any such  loss,  claim,  damage,  liability,  or  action  if such
settlement is effected  without the consent of SCHI (which  consent shall not be
unreasonably  withheld),  nor shall SCHI be liable in any such case for any such
loss, claim, damage, liability, or action to the extent that it arises out of or
is based upon a Violation  that occurs in reliance upon and in  conformity  with
written  information  furnished  expressly  for  use  in  connection  with  such
registration by O'Donnell.

               (b) To the extent permitted by law,  O'Donnell will indemnify and
hold harmless SCHI,  each of SCHI's  directors,  each of SCHI's officers who has
signed the registration statement, each Person, if any, who controls SCHI within


                                       10
<PAGE>

the meaning of the Act, any underwriter,  any other Holder selling securities in
such registration  statement and any controlling  Person of any such underwriter
or other Holder, against any losses,  claims,  damages, or liabilities (joint or
several) to which any of the  foregoing  Persons may become  subject,  under the
Act, the 1934 Act or other federal or state law, insofar as such losses, claims,
damages,  or  liabilities  (or actions in respect  thereto)  arise out of or are
based upon any  Violation,  in each case to the extent  (and only to the extent)
that such  Violation  occurs in reliance  upon and in  conformity  with  written
information  furnished by O'Donnell  expressly for use in  connection  with such
registration;  and  O'Donnell  will pay any legal or other  expenses  reasonably
incurred by any Person intended to be indemnified  pursuant to this  subsection,
in connection  with  investigating  or defending any such loss,  claim,  damage,
liability, or action; provided,  however, that the indemnity agreement contained
in this  subsection  shall not apply to amounts paid in  settlement  of any such
loss, claim, damage,  liability or action if such settlement is effected without
the consent of  O'Donnell,  which consent  shall not be  unreasonably  withheld;
provided, that, in no event shall any indemnity under this subsection exceed the
net  proceeds  after  unreimbursed  expenses and  commissions  from the offering
received by O'Donnell.

               (c) Promptly  after  receipt by an  indemnified  party under this
Section of notice of the commencement of any action  (including any governmental
action),  such  indemnified  party will, if a claim in respect  thereof is to be
made  against  any  indemnifying  party  under  this  Section,  deliver  to  the
indemnifying  party  a  written  notice  of the  commencement  thereof  and  the
indemnifying  party shall have the right to  participate  in, and, to the extent
the indemnifying  party so desires,  jointly with any other  indemnifying  party
similarly noticed,  to assume the defense of such action,  with counsel mutually
satisfactory  to the  parties;  provided,  however,  that an  indemnified  party
(together with all other  indemnified  parties that may be  represented  without
conflict by one counsel)  shall have the right to retain one  separate  counsel,
with  the  fees  and  expenses  to  be  paid  by  the  indemnifying   party,  if
representation  of  such  indemnified  party  by  the  counsel  retained  by the
indemnifying  party would be inappropriate due to actual or potential  differing
interests between such indemnified party and any other party represented by such
counsel  in such  proceeding.  The  failure  to  deliver  written  notice to the
indemnifying  party within a  reasonable  time of the  commencement  of any such
action, if prejudicial to its ability to defend such action,  shall relieve such
indemnifying  party of its liability to the indemnified party under this Section
4.7 only to the  extent  that the  indemnifying  party has been  injured  by the
delay. The omission so to deliver written notice to the indemnifying  party will
not  relieve  it of any  liability  that it may  have to any  indemnified  party
otherwise than under this Section.

               (d) If the  indemnification  provided for in this Section is held
by a court of competent  jurisdiction to be unavailable to an indemnified  party
with  respect to any loss,  liability,  claim,  damage,  or expense  referred to
therein,  then the indemnifying  party, in lieu of indemnifying such indemnified
party  hereunder,  shall  contribute  to the  amount  paid  or  payable  by such
indemnified party as a result of such loss, liability, claim, damage, or expense
in such  proportion  as is  appropriate  to reflect  the  relative  fault of the
indemnifying  party on the one hand and of the indemnified party on the other in


                                       11
<PAGE>

connection  with  the  statements  or  omissions  that  resulted  in such  loss,
liability,  claim,  damage,  or expense as well as any other relevant  equitable
considerations.  The  relative  fault  of  the  indemnifying  party  and  of the
indemnified  party shall be  determined  by reference  to,  among other  things,
whether  the  untrue or  alleged  untrue  statement  of a  material  fact or the
omission  to state a  material  fact  relates  to  information  supplied  by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge,  access to  information,  and  opportunity to correct or prevent such
statement or omission.

               (e) No  indemnifying  party,  in  defense  of any  such  claim or
litigation, shall, except with the consent of each indemnified party, consent to
entry of any judgment or enter into any settlement  which does not include as an
unconditional  term  thereof  the giving by the  claimant or  plaintiff  to such
indemnifying  party of a release from all  liability in respect to such claim or
litigation.

               (f) To the extent  that the  provisions  on  indemnification  and
contribution  contained in the underwriting agreement entered into in connection
with any  underwritten  public  offering  are in  conflict  with  the  foregoing
provisions, the provisions in this Agreement shall control.

               (g) The  obligations of O'Donnell and SCHI under this Section 4.7
shall  survive the  completion  of any offering of  Registrable  Securities in a
registration statement under this Section 4.7, and otherwise.

          4.8  Information  by O'Donnell.  O'Donnell  shall furnish to SCHI such
information regarding O'Donnell and the distribution proposed by him as SCHI may
reasonably  request in writing and as shall reasonably be required in connection
with any registration or qualification referred to in this Section 4.

          4.9 SEC Rule 144 Reporting and Reports Under  Securities  Exchange Act
of 1934.  With a view to making  available to O'Donnell the benefits of SEC Rule
144  promulgated  under the Act and any other rule or regulation of the SEC that
may at any  time  permit  O'Donnell  to sell  securities  of SCHI to the  public
without registration or pursuant to a registration on Form S-3 or its successor,
SCHI agrees to:

               (a) make and keep public  information  available,  as those terms
are  understood and defined in Rule 144, at all times from and after ninety (90)
days following the effective date of the first  registration  statement filed by
SCHI for the offering of its securities to the general public;

               (b) take such action, including the voluntary registration of its
Common  Stock  under  Section  12 of the 1934  Act,  as is  necessary  to enable
O'Donnell to utilize Form S-3 or its successor  for the sale of his  Registrable
Securities,  such action to be taken as soon as practicable after the end of the
fiscal  year in which the  first  registration  statement  filed by SCHI for the
offering of its securities to the general public is declared effective;

                                       12
<PAGE>

               (c) file with the SEC in a timely  manner all  reports  and other
documents  required  of SCHI  under the Act and the 1934 Act after it has become
subject to such reporting requirements; and

               (d)  furnish  to  O'Donnell,   so  long  as  O'Donnell  owns  any
Registrable  Securities,  forthwith upon request (i) a written statement by SCHI
that it has complied  with the  reporting  requirements  of SEC Rule 144 (at any
time from and after ninety (90) days  following the effective  date of the first
registration  statement  filed by SCHI for an offering of the  securities to the
general  public),  the Act and the  1934 Act (at any  time  after it has  become
subject to such  reporting  requirements),  or that it qualifies as a registrant
whose  securities  may be resold  pursuant to Form S-3 or its  successor (at any
time after it so qualifies),  (ii) a copy of the most recent annual or quarterly
report of SCHI and such other  reports  and  documents  so filed by SCHI (at any
time after it has become subject to such reporting requirements), and (iii) such
other  information as may be reasonably  requested in availing  O'Donnell of any
rule or regulation  of the SEC which permits the selling of any such  securities
without registration or pursuant to such Form S-3 or its successor.

          4.10  Transfer or  Assignment of  Registration  Rights.  The rights to
cause SCHI to register Registrable  Securities pursuant to this Section 4 may be
transferred or assigned (but only with all related  obligations) by O'Donnell to
a transferee  or assignee of such  securities,  provided:  (a) SCHI is, within a
reasonable  time after such transfer,  furnished with written notice of the name
and address of such transferee or assignee and of the securities with respect to
which  such  registration  rights are being  assigned;  (b) such  transferee  or
assignee  agrees  in  writing  to be  bound  by and  subject  to the  terms  and
conditions of this  Agreement;  (c) such  assignment  shall be effective only if
immediately  following such transfer the further  disposition of such securities
by the  transferee  or  assignee  is  restricted  under  the  Act;  and (d) such
assignment  shall be effective only if it complies with all  applicable  federal
and state  securities laws. For the purposes of determining the number of shares
of  Registrable  Securities  held by a transferee  or assignee,  the holdings of
transferees and assignees of a partnership who are partners or retired  partners
of such partnership  (including  spouses and ancestors,  lineal  descendants and
siblings of such partners or spouses who acquire Registrable Securities by gift,
will or  intestate  succession)  shall  be  aggregated  together  and  with  the
partnership.

          4.11 Priority and Limitation on Subsequent Registration Rights.

               (a)  The   parties   hereto   acknowledge   that  the  rights  to
registration  contained herein shall be subject to (i) the  registration  rights
contained  in  Section  2(k) of those  certain  Registration  Rights  Agreements
("Registration  Rights  Agreements")  dated October 6, 1996 by and among InfoMed
Holdings,  Inc. (as predecessor in interest to SCHI) and certain shareholders of
SCHI named  therein,  (ii) the  registration  rights  granted  pursuant  to that
certain Second Amended and Restated  Agreement and Plan of Merger and Investment
Agreement  dated as of October 25, 1999 among MCS,  Inc.,  Mestek,  Inc.,  SCHI,
O'Donnell,  Stewart B. Reed and E.  Herbert  Burk (the "MCS Merger  Agreement"),


                                       13
<PAGE>

(iii) the  registration  rights granted  pursuant to that certain  Agreement and
Plan of Merger  dated as of July 12,  1999 among  CareCentric  Solutions,  Inc.,
Simione  Acquisition  Corporation and SCHI (the "CareCentric Merger Agreement"),
(iv) the registration rights granted to Reed pursuant to the Secured Convertible
Credit  Facility and Security  Agreement  dated June 12, 2000 between Reed, SCHI
and certain of SCHI's subsidiaries and the Series D Convertible  Preferred Stock
Purchase Agreement dated June 12, 2000 between SCHI and Reed (collectively,  the
"Reed  Agreements"),  and (v) the  registration  rights granted to Mestek,  Inc.
pursuant  to warrants  issued by SCHI to Mestek,  Inc. on June 12, 2000 and July
12, 2000 (the "Mestek  Warrants");  provided  that the  registration  rights set
forth in the  Registration  Rights  Agreements,  the MCS Merger  Agreement,  the
CareCentric Merger Agreement,  the Reed Agreements and the Mestek Warrants shall
have  priority  only  over the  registration  rights  granted  pursuant  to this
Agreement to the extent  required in such  agreements and to the extent that any
such prior rights have not been waived or amended.

               (b) SCHI  will not  grant  any  right of  registration  under the
Securities Act relating to any of its equity  securities to any person or entity
other than pursuant to this Agreement unless O'Donnell shall be entitled to have
included in such  registration all Registrable  Shares requested by O'Donnell to
be so  included  prior  to the  inclusion  of  any  securities  requested  to be
registered  by the persons or entities  entitled to any such other  registration
rights, other than securities subject to the Registration Rights Agreements, the
MCS Merger Agreement,  the CareCentric Merger Agreement, the Reed Agreements and
the Mestek  Warrants,  all of which shall have  priority  over the  registration
rights  granted to O'Donnell  under this  Agreement (but only to the extent that
such prior rights have not been waived or amended).

          4.12  Suspension of  Registration  Rights.  The right of any Holder to
request  registration of shares as provided in this Section 4 shall be suspended
during  any  period  of time  that all of the  Registrable  Securities  held and
entitled  to be held (as a result of  conversion  pursuant  to Section 2 of this
Agreement) by O'Donnell may immediately be sold under SEC Rule 144.

     5.   Acknowledgement   Regarding   Old  Note  and  Prior   Employment.   In
consideration  of  SCHI's  execution  and  delivery  of this  Agreement  and the
Convertible  Note,  O'Donnell hereby  acknowledges that he has no claims against
SCHI, or its officers,  directors,  employees or agents under the Old Note or in
connection with his past employment by SCHI.

     6. Miscellaneous.

          6.1 Successors and Assigns. The terms and provisions of this Agreement
shall be binding  upon,  and the  benefits  thereof  shall inure to, the parties
hereto and their  respective  permitted  successors  and  assigns.  Neither this
Agreement  nor any  rights or  obligations  hereunder  may be  assigned  by SCHI
without the prior written consent of O'Donnell.

                                       14
<PAGE>

          6.2  Lost  Promissory  Note.  Upon  receipt  of  evidence   reasonably
satisfactory  to SCHI of the ownership of and the loss,  theft,  destruction  or
mutilation of the Convertible Note and indemnification  reasonably  satisfactory
to  SCHI  or,  in the  case  of any  mutilation,  upon  the  surrender  of  such
Convertible Note for cancellation to SCHI at its principal  office,  SCHI at its
expense  (except as provided  below) will execute and deliver to  O'Donnell,  in
lieu thereof a new Convertible  Note of like tenor,  dated so that there will be
no loss of interest on such lost,  stolen,  destroyed or  mutilated  Convertible
Note.  SCHI may require  payment by O'Donnell of a sum  sufficient  to cover any
stamp tax or governmental charge imposed in respect of any such replacement.

          6.3 No Implied  Waiver.  No delay or omission  to exercise  any right,
power or remedy  accruing to O'Donnell  upon any breach or default of SCHI under
this Agreement  shall impair any such right,  power or remedy of O'Donnell,  nor
shall it be  construed  to be a waiver  of any such  breach  or  default,  or an
acquiescence  therein,  or of or in any  similar  breach  or  default  occurring
thereafter,  nor shall any  waiver of any  single  breach or default be deemed a
wavier of any other breach or default occurring theretofore or thereafter.

          6.4 Amendments;  Waivers. No amendment,  modification, or waiver of or
consent with respect to, any  provision  of this  Agreement,  shall be effective
unless the same shall be in writing and signed and  delivered by  O'Donnell  and
SCHI.  Any  amendment,  modification,  waiver  or  consent  hereunder  shall  be
effective only in the specific  instance and for the specific  purpose for which
given.

          6.5 Severability.  Any provision of this Agreement which is prohibited
or  unenforceable in any  jurisdiction  shall be, only as to such  jurisdiction,
ineffective to the extent of such prohibition or  unenforceability,  but all the
remaining provisions of this Agreement shall remain valid.

          6.6 Notices. Any notice which O'Donnell or SCHI may be required or may
desire to give to the other party under any provision of this Agreement shall be
in writing by overnight  delivery  service,  certified mail, telex or electronic
facsimile  transmission  and shall be  deemed  to have  been  given or made when
received and addressed as follows:

         If to O'Donnell:

                  Barrett C. O'Donnell
                  257 Kingwood-Stockton Road
                  Route 519
                  Baptistown, New Jersey 08803
                  Fax: ________________

                                       15
<PAGE>

         If to SCHI:

                  Simione Central Holdings, Inc.
                  6600 Powers Ferry Road
                  Atlanta, Georgia 30339
                  Attn: President and CEO
                  Fax: (770) 644-6798

         With a copy to:

                  Sherman A. Cohen
                  Arnall Golden & Gregory, LLP
                  2800 One Atlantic Center
                  1201 West Peachtree Street
                  Atlanta, Georgia 30309-3450
                  Fax: (404) 873-8631

Any party may  change  the  address  to which all  notices,  requests  and other
communications  are to be sent to it by giving  written  notice of such  address
change to the other parties in conformity with this  paragraph,  but such change
shall not be  effective  until  notice of such  change has been  received by the
other parties.

          6.7 Interpretation.  This Agreement, together with the Exhibit to this
Agreement,  is intended by  O'Donnell  and SCHI as a final  expression  of their
agreement  with  respect  to the  subject  matter  hereof and is  intended  as a
complete statement of the terms and conditions of such agreement.

          6.8  Governing  Law.  THE  VALIDITY,  CONSTRUCTION  AND EFFECT OF THIS
AGREEMENT  AND THE NOTE WILL BE GOVERNED  BY THE LAWS OF THE STATE OF  DELAWARE,
WITHOUT  REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. AT THE OPTION OF LENDER,  AN
ACTION MAY BE BROUGHT TO ENFORCE THE  OBLIGATIONS,  THIS  AGREEMENT,  AND/OR THE
CONVERTIBLE NOTE IN ANY COURT LOCATED IN THE STATE OF DELAWARE, U.S.A. OR IN ANY
OTHER COURT IN WHICH VENUE AND JURISDICTION ARE PROPER.

          6.9  Counterparts.  This  Agreement  may be  executed in any number of
counterparts  each of which shall be an original  with the same effect as if the
signatures thereto and hereto were upon the same instrument.

          6.10  Headings  and  Sections.  Captions,  headings  and the  table of
contents in this  Agreement are for  convenience  only, and are not to be deemed
part of this Agreement. Unless otherwise specified, references in this Agreement
to Sections,  Articles,  Exhibits or Schedules  are  references  to sections and
articles of and exhibits and schedules to, this Agreement.

                                       16
<PAGE>

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first above written.


                                             O'Donnell:


                                             /s/ Barrett C. O'Donnell
                                             ----------------------------------
                                             Barrett C. O'Donnell



                                             SCHI:

                                             Simione Central Holdings, Inc.

                                             By: /s/ R. Bruce Dewey
                                                --------------------------------

                                             Title: President & CEO
                                                   -----------------------------


                                       17


</TEXT>
</DOCUMENT>
