CARECENTRIC INC
WARRANT
<DOCUMENT>
<TYPE>EX-10.51
<SEQUENCE>9
<FILENAME>carecentric10q63002ex1051.txt
<DESCRIPTION>WARRANT
<TEXT>
                                                                   EXHIBIT 10.51

                                     WARRANT

THE SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 OR ANY STATE  SECURITIES LAWS AND, UNLESS SO REGISTERED,  MAY NOT BE
OFFERED OR SOLD EXCEPT  PURSUANT TO AN EXEMPTION  FROM, OR IN A TRANSACTION  NOT
SUBJECT TO, THE  REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS.

                                                     Warrant to purchase 400,000
                                                  shares of the $0.001 par value
                                               common stock of CareCentric, Inc.
                                                         (subject to adjustment)

                               WARRANT TO PURCHASE
                                 COMMON STOCK OF
                                CARECENTRIC, INC.

     This certifies that, for value received, Mestek, Inc., or its successors or
assigns (the  "Holder"),  is entitled,  subject to the terms set forth below, to
purchase  CareCentric,  Inc. (the  "Company") up to 400,000 shares of the $0.001
par value  common  stock of the  Company  ("Common  Stock"),  as the  Company is
constituted  on the 1st day of July,  2002  (the  "Warrant  Issue  Date"),  upon
surrender of this  certificate at 2625 Cumberland  Parkway,  Suite 310,  Atlanta
Georgia,  or such other  place as the Company  may  designate  in writing to the
Holder,  and the  simultaneous  payment  therefor in lawful  money of the United
States of America of the Exercise Price (as  hereinafter  defined).  The number,
character  and  Exercise  Price of such  shares  are  subject to  adjustment  as
provided  herein.   The  term  "Warrant"  as  used  herein  shall  include  this
certificate,  the securities  represented by this  certificate  and any warrants
delivered in substitution or exchange for this certificate as provided herein.

1.   Term of Warrant. Subject to the terms and conditions set forth herein, this
     Warrant  shall be  exercisable,  in whole or in part,  during the period of
     time (the  "Exercise  Period")  commencing  on the  Warrant  Issue Date and
     ending at 5:00 p.m. on June 15, 2004, and shall be void thereafter.

2.   Exercise  Price.  The price at which the Holder may  exercise  this Warrant
     (the  "Exercise  Price")  shall be $1.00 per share,  subject,  however,  to
     adjustments as provided in Section 9 hereof.

3.   Vesting of Warrant.  Effective  as of the Warrant  Issue Date,  the Warrant
     shall be fully vested and exercisable,  and the Holder shall have the fully
     vested right to purchase  400,000  shares of Common  Stock  pursuant to the
     terms and conditions of this Warrant.


<PAGE>

4.   Exercise of the Warrant.  The purchase  rights  represented by this Warrant
     are  exercisable by the Holder,  in whole or in part, at any time, and from
     time to time during the Exercise Period, by the Holder's  surrender of this
     Warrant at 2625 Cumberland  Parkway,  Suite 310, Atlanta  Georgia,  or such
     other place as the Company may designate in writing to the Holder,  and the
     simultaneous  payment  therefor  in lawful  money of the  United  States of
     America of the Exercise Price in immediately  available funds. This Warrant
     shall be deemed  exercised on the date immediately  prior thereto,  and the
     Holder  shall be  entitled  to receive  the  shares of Common  Stock and be
     treated  for all  purposes as the holder of record of such shares as of the
     close of business on such date. As promptly as practicable, but in no event
     later than ten (10) business days  thereafter,  the Company shall issue and
     deliver, at its sole cost and expense, to the person or persons entitled to
     receive the same a  certificate  or  certificates  for the number of shares
     issuable upon such exercise. In the event that this Warrant is exercised in
     part, the Company, at its sole cost and expense,  shall execute and deliver
     a new warrant of like tenor as this Warrant,  exercisable for the remaining
     number of shares for which this  Warrant may then be  exercised,  and shall
     cancel this Warrant only upon  issuance of such new warrant.  No fractional
     shares or scrip  representing  fractional  shares  shall be issued upon the
     exercise of this  Warrant,  and in lieu  thereof,  the Company shall make a
     cash payment to the Holder equal to the Exercise  Price  multiplied by such
     fraction.

5.   Rights as a Stockholder.  The Holder shall not be entitled to vote, receive
     dividends  or be deemed  to be the owner of record of the  shares of Common
     Stock to which this Warrant  relates unless and until the Holder  exercises
     this  Warrant,  and then the Holder  shall  enjoy such  rights  only to the
     extent of such exercise.

6.   Transfer of Warrant.

     (a)  Warrant  Register.  The Company will maintain a register (the "Warrant
          Register")  maintaining  the  names  and  addresses  of the  Holder or
          Holders.  Any Holder of this Warrant or any portion thereof may change
          its address as shown on the Warrant  Register by written notice to the
          Company  requesting such change.  Any notice or written  communication
          required or  permitted  to be given to the Holder may be  delivered or
          given by mail to such Holder as shown on the Warrant  Register  and at
          the  address  shown on the  Warrant  Register.  Until this  Warrant is
          transferred  on the Warrant  Register of the Company,  the Company may
          treat the  Holder as shown on the  Warrant  Register  as the  absolute
          owner of this Warrant for all purposes,  notwithstanding any notice to
          the contrary.


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<PAGE>

     (b)  Warrant  Agent.  The  Company  may,  by written  notice to the Holder,
          appoint an agent for the purpose of maintaining  the Warrant  Register
          referred to in Section  6(a) above,  issuing the Common Stock or other
          securities then issuable upon the exercise of this Warrant, exchanging
          this Warrant,  replacing this Warrant, or any or all of the foregoing.
          Thereafter, any such registration, issuance, exchange, or replacement,
          as the case may be, shall be made at the office of such agent.

     (c)  Transferability  of Warrant.  This Warrant may not be  transferred  or
          assigned  (i)  except  in  its  entirety   (other  than  transfers  to
          subsidiaries   or  affiliates  of  Mestek,   Inc.)  and  (ii)  without
          compliance  with all applicable  federal and state  securities laws by
          the transferor and the  transferee  (including  delivery of investment
          representation letters reasonably satisfactory to the Company, if such
          are  requested by the  Company),  and then only against  receipt of an
          agreement  of the  transferee  to comply with the  provisions  of this
          Section 6(c) with respect to any resale or other  disposition  of this
          Warrant.

     (d)  Exchange of Warrant upon a Transfer.  On surrender of this Warrant for
          exchange,  properly  endorsed  and subject to the  provisions  of this
          Warrant  with  respect  to  compliance  with  the  Act  and  with  the
          limitations on assignments and transfers  contained in this Section 6,
          the  Company  at its  expense  shall  issue to or on the  order of the
          Holder a new Warrant or  Warrants  of like  tenor,  in the name of the
          Holder or as the  Holder (on  payment by the Holder of any  applicable
          transfer  taxes) may direct,  for the number of shares  issuable  upon
          exercise hereof.

     (e)  Compliance with Securities Laws.

          (i) The Holder of this  Warrant,  by acceptance  hereof,  acknowledges
          that this  Warrant  and the shares of Common  Stock to be issued  upon
          exercise hereof are being acquired solely for the Holder's own account
          and not as a nominee for any other party, and for investment, and that
          the Holder will not offer,  sell or otherwise  dispose of this Warrant
          or any shares of the Common  Stock to be issued upon  exercise  hereof
          except under  circumstances that will not result in a violation of the
          Securities Act of 1933 or any state  securities laws. Upon exercise of
          this Warrant,  the Holder shall, if requested by the Company,  confirm
          in writing, in a form satisfactory to the Company,  that the shares of
          Common Stock so purchased are being  acquired  solely for the Holder's
          own account and not as a nominee for any other party,  for investment,
          and not with a view toward distribution or resale.

          (ii) This Warrant and all shares of Common Stock issued upon  exercise
          hereof or  conversion  thereof  shall be stamped or  imprinted  with a
          legend in substantially  the following form (in addition to any legend
          required by state securities laws): THE SECURITIES  REPRESENTED HEREBY
          HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE


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<PAGE>

          SECURITIES LAWS AND, UNLESS SO REGISTERED,  MAY NOT BE OFFERED OR SOLD
          EXCEPT  PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
          TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE
          STATE SECURITIES LAWS.

     7.   Reservation of Stock.  The Company  covenants that during the Exercise
          Period,  the Company  will reserve  from its  authorized  and unissued
          shares  of  treasury  Common  Stock a  sufficient  number of shares to
          provide  for the  issuance  of Common  Stock upon the  exercise of the
          Warrant and, from time to time, will take all steps necessary to amend
          its  certificate  of  incorporation  (the  "Certificate")  to  provide
          sufficient  authorized  reserved  shares of Common Stock issuable upon
          exercise of the Warrant. The Company further covenants that all shares
          that may be issued  upon  exercise of the rights  represented  by this
          Warrant and payment of the Exercise  Price,  all as set forth  herein,
          will be free from all taxes, liens and charges in respect of the issue
          hereof  (other  than  taxes  in  respect  of  any  transfer  occurring
          contemporaneously  or otherwise specified herein).  The Company agrees
          that its issuance of this Warrant shall  constitute  full authority to
          its  officers  who  are  charged  with  the  duty of  executing  stock
          certificates  to  execute  and issue the  necessary  certificates  for
          shares of Common Stock upon the exercise of this Warrant.

     8.   Merger; Sale of Assets and other Fundamental  Corporate Changes. If at
          any time during the  Exercise  Period  there shall be a sale of all or
          substantially all of the Company assets, or a merger, consolidation or
          reorganization  of the  Company  in  which  the  Company  is  not  the
          surviving  entity,  or other  transaction  in which the  shares of the
          Company are converted into shares of another entity, the Company shall
          provide  the  Holder  with  written  notice  thereof  not less than 30
          calendar  days  prior  to  the  consummation  of  such  event  and  an
          opportunity to exercise this Warrant prior to the consummation of such
          event.

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

          (a)  Special  Definitions.   For  purposes  of  this  Section  9,  the
               following definitions apply:

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

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



                                       4
<PAGE>

                    "Additional  Stock"  shall mean all  shares of Common  Stock
                    issued by the Company after the Warrant Issue Date,  and all
                    shares of Common  Stock  issuable  pursuant  to Options  and
                    Convertible  Securities  issued  by the  Company  after  the
                    Warrant  Issue Date,  other than shares of Common  Stock for
                    which  adjustment of the Exercise  Price is made pursuant to
                    Section 9(d) or 9(e) below.

          (b)  Adjustments.  If the Company shall issue, after the Warrant Issue
               Date,  any  Additional  Stock  without  consideration  or  for  a
               consideration  per share less than the  Exercise  Price in effect
               immediately  prior to the issuance of such Additional  Stock, the
               Exercise 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 9,
               the consideration received by the Company for the issuance of any
               Additional Stock shall be computed as follows:

               (i)  Cash and Property. Such consideration shall:

                    (A)  insofar as it  consists  of cash,  be  computed  at the
                    aggregate  amount of cash received by the Company  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 determined in good faith by the Company's Board of
                    Directors; and

                    (C) in the event  Additional  Stock is issued  together with
                    other  shares or  securities  or other assets of the Company
                    for  consideration  which covers both, be the  proportion of
                    such consideration so received,  computed as provided above,
                    as  determined  in good  faith  by the  Company's  Board  of
                    Directors.

               (ii) Options and Convertible  Securities.  The  consideration per
               share received by the Company for Additional Stock deemed to have
               been issued  pursuant  to this  Section 9 relating to Options and
               Convertible Securities shall be determined by dividing:

                    (A) the total amount,  if any, received or receivable by the
                    Company 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


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<PAGE>

                    relating thereto,  without regard to any provision contained
                    therein designed to protect against dilution) payable to the
                    Company 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 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  Exercise  Price  for  Stock  Dividends  and  for
               Combinations  or  Subdivisions of Common Stock. In the event that
               the  Company at any time or from time to time  after the  Warrant
               Issue Date 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  Exercise  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 the Company  shall  declare or pay any dividend on the
               Common Stock payable in any right to acquire  Common Stock for no
               consideration,  then the  Company  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 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
               9(d) above) the  applicable  Exercise Price then in effect shall,
               concurrently  with the  effectiveness of such  reorganization  or
               reclassification,  be proportionately adjusted so that the shares
               of Common Stock issued upon exercise  hereof shall be convertible
               into,  in lieu of the number of shares of Common  Stock which the
               Holder would otherwise have been entitled to receive, a number of
               shares of such other class or classes of stock  equivalent to the


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<PAGE>

               number of shares of Common  Stock that would have been subject to
               receipt by the  Holder  upon  conversion  of shares of the Common
               Stock immediately before that change.

10.  Registration Rights. The Company covenants and agrees that the Holder shall
     have registration rights with respect to this Warrant as follows:

     10.1 Definitions. For purposes of this Section 10:

     (a)  The term "Form S-3" means such form under the  Securities Act of 1933,
          as amended  ("Securities Act"), as in effect on the date hereof or any
          registration form under the Securities Act subsequently adopted by the
          SEC  which  permits   inclusion  or   incorporation   of   substantial
          information by reference to other  documents filed by the Company with
          the SEC.

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

     (c)  The term  "Holder"  means the Holder or any  permitted  transferee  or
          assignee thereof.

     (d)  The term  "Person"  means an  individual,  a  corporation,  a  limited
          liability company, a partnership, an association, a trust or any other
          entity organization, including a governmental entity.

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

     (f)  The term  "Registrable  Shares" means (i) the  Company's  Common Stock
          issuable or issued upon exercise of this Warrant,  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 Shares sold by a Person in a transaction in which such
          Person's rights under this Section 10 are not assigned.

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




                                       7
<PAGE>

     (h)  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.

     10.2 Request for Registration. Upon request of the Holder, the Company will
     use its best  efforts to file within 45 days of a request from the Holder 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 the Holder.  The Company  shall not be required to
     file  more  than  three  such   registration   statements   (excluding  any
     registration  statement which is delayed  pursuant to Section 10.4(e) below
     and through which the Holder is unable to register  eighty percent (80%) or
     more of the  amount  of  Registrable  Shares  that  the  Holder  originally
     requested to register in such registration  statement),  and no such filing
     shall be made prior to the date which is six (6) months  after the  Warrant
     Issue Date.

     10.3 Company Registration.  If the Company 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 the Company, the Company will:

     (a)  give written  notice thereof to the Holder (which shall include a list
          of the  jurisdictions  in which the  Company  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  the  Company  to  register
          securities,   or  from  its  decision  to  effect  a  registration  of
          securities for its own account, whichever first occurs; and

     (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 the Holder made within 30 days after  receipt of
          such written  notice from the Company,  except as set forth in Section
          10.4(e) below and subject to the currently  existing  piggyback rights
          referenced in Section 10.10.

     10.4 Obligations of the Company. If and whenever pursuant to the provisions
     of this Section 10 the Company effects  registration of Registrable  Shares
     under the Securities Act and state securities laws, the Company 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);



                                       8
<PAGE>

     (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 the Holder shall reasonably request,  and do any
          and all other acts and things which may be necessary or advisable  (in
          the  reasonable  opinion  of the  Holder)  to  enable  the  Holder  to
          consummate the  disposition  thereof;  provided,  however,  that in no
          event shall the Company 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  the  Holder  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 the Holder 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:

          (i) The Company 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 (l) the
          Company  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  Securities  Exchange Act of 1934, as
          amended  ("Exchange  Act") and the  Securities  Act which would in the
          opinion of counsel for the Company be required to be  disclosed in the
          Filing;  or (2) in the opinion of counsel for the Company,  the Filing
          would require the inclusion therein of certified financial  statements


                                       9
<PAGE>

          other than those in respect of the Company's  most recently ended full
          fiscal year and any  preceding  full fiscal year,  and the Company 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  the  Company  has  deferred  a  requested  Filing,
          pursuant to the preceding paragraph, such deferral period shall end if
          the Company registers shares for resale by another  stockholder of the
          Company.  In the event the Company  undertakes an underwritten  public
          offering to issue the Company securities for cash during any period in
          which a requested  Filing has been deferred or if the  registration of
          which  the  Company  gives  notice  under  Section  10.3(a)  is for an
          underwritten public offering to issue the Company securities for cash,
          the Company shall include the Registrable  Shares in such underwritten
          offering  subject  to (A) the right of the  managing  underwriters  to
          object to  including  such  shares,  (B)  Section  10.10,  and (C) the
          condition  that  the  Holder  selling   Registrable   Shares  in  such
          underwritten  offering shall cooperate in the registration  process in
          all  material  respects,  including  execution  by the  Holder  of the
          underwriting agreement agreed to by the Company 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  10.3(a),  all  Persons  holding
          securities of the Company (including the Holder) who hold registration
          rights  and  who  have  requested  registration   (collectively,   the
          "Security   Holders")   shall,   subject  to  Section   10.10  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  or loan,  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) The  Company  may amend any  registration  statement  to withdraw
          registration of the Holder's Registrable Shares if the Holder 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 the Company,  the  underwriters  (if any),
          their respective counsel and the Company's auditors.



                                       10
<PAGE>

      10.5  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, the Company 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,   the  Holder  shall  be
      responsible for the payment of underwriting discounts and commissions,  if
      any, and applicable transfer taxes relating to the Registrable Shares sold
      by the  Holder  and for the fees and  charges  of any  attorneys  or other
      advisers retained by the Holder.

     10.6 Indemnification. In the event any Registrable Shares are included in a
     registration statement under this Section 10:

     (a)  To the extent  permitted by law,  with  respect to each  registration,
          qualification,  or compliance that has been effected  pursuant to this
          Warrant,  the Company will indemnify and hold harmless the Holder, his
          legal  counsel  and  accountants  (each a  "Representative"),  and any
          underwriter  (as defined in the Securities Act) for the Holder 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 Securities Act, the Exchange 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
          the Company of the Securities Act, the Exchange Act, any other federal
          or state  securities law or any rule or regulation  promulgated  under
          the  Securities  Act, the  Exchange Act or any other  federal or state
          securities  law;  and the Company  will pay the Holder,  the  Holder'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 the Company  (which consent shall not
          be unreasonably withheld), nor shall the Company 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


                                       11
<PAGE>

          in reliance upon and in conformity with written information  furnished
          expressly for use in connection with such registration by the Holder.

     (b)  To the extent  permitted  by law, the Holder will  indemnify  and hold
          harmless the Company,  each of the  Company's  directors,  each of the
          Company's  officers who has signed the  registration  statement,  each
          Person,  if any, who  controls  the Company  within the meaning of the
          Securities  Act, any  underwriter,  any other Security  Holder selling
          securities in such registration  statement and any controlling  Person
          of any such underwriter or other Security Holder,  against any losses,
          claims, damages, or liabilities (joint or several) to which any of the
          foregoing  Persons may become  subject,  under the Securities Act, the
          Exchange  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 the Holder
          expressly for use in connection with such registration; and the Holder
          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 the Holder,  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 the Holder.

     (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


                                       12
<PAGE>

          to its ability to defend such action,  shall relieve such indemnifying
          party of its  liability  to the  indemnified  party under this Section
          10.6 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 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 Warrant shall control.

     (g)  The  obligations of the Company and the Holder under this Section 10.6
          shall survive the completion of any offering of Registrable  Shares in
          a registration statement under this Section 10.6, and otherwise.

     10.7  Information  by the Holder.  The Holder shall  furnish to the Company
     such information  regarding the Holder and the distribution proposed by him
     as the Company may reasonably request in writing and as shall reasonably be
     required in connection with any registration or  qualification  referred to
     in this Section 10.



                                       13
<PAGE>

     10.8 SEC Rule 144 Reporting and Reports Under  Securities  Act and Exchange
     Act. With a view to making available to the Holder the benefits of SEC Rule
     144  promulgated  under the Securities Act and any other rule or regulation
     of the SEC that may at any time permit the Holder to sell securities of the
     Company to the public without registration or pursuant to a registration on
     Form S-3 or its successor, the Company 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 the Company 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 Exchange Act, as is necessary to enable
          the Holder to utilize  Form S-3 or its  successor  for the sale of his
          Registrable  Shares,  such  action to be taken as soon as  practicable
          after  the end of the  fiscal  year in which  the  first  registration
          statement  filed by the Company for the offering of its  securities to
          the general public is declared effective;

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

     (d)  furnish  to the  Holder,  so long as the Holder  owns any  Registrable
          Shares,  forthwith upon request (i) a written statement by the Company
          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 the Company for an
          offering of the securities to the general public),  the Securities Act
          and the Exchange 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 the Company and such other  reports and documents
          so filed by the  Company  (at any time after it has become  subject to
          such reporting requirements),  and (iii) such other information as may
          be  reasonably  requested  in  availing  the  Holder  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.

     10.9 Transfer or Assignment of Registration Rights. The rights to cause the
     Company to register  Registrable  Shares pursuant to this Section 10 may be
     transferred  or  assigned  (but only with all related  obligations)  by the
     Holder to a transferee or assignee of such securities,  provided:  (a) such
     assignment  shall be effective only if immediately  following such transfer


                                       14
<PAGE>

     the further disposition of such securities by the transferee or assignee is
     restricted  under the Securities Act; and (b) such assignment shall only be
     effective 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  Shares by
     gift, will or intestate  succession) shall be aggregated  together and with
     the partnership.

     10.10   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 the
          Company) and certain  shareholders  of the Company named therein,  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.,  the
          Company,  John E. Reed  ("Reed"),  Stewart B. Reed and E. Herbert Burk
          (the  "MCS  Merger  Agreement"),  and (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 the  Company  (the  "CareCentric  Merger
          Agreement"):  provided that the  registration  rights set forth in the
          Registration  Rights  Agreements,  the MCS  Merger  Agreement  and the
          CareCentric  Merger  Agreement  shall  only  have  priority  over  the
          registration  rights  granted  pursuant to this  Warrant to the extent
          required  in such  agreements  and to the  extent  that any such prior
          rights have not been waived or amended.

     (b)  Subject to Section  10.10(d),  the Company 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 Warrant
          unless  the  Holder  shall  be  entitled  to  have  included  in  such
          registration  all Registrable  Shares requested by the Holder 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,  and the  CareCentric
          Merger  Agreement,  which shall have  priority (but only to the extent
          that such prior rights have not been waived or amended).

     (c)  Subject to Section 10.10(d), for so long as the Holder owns securities
          representing 20% or more of the voting power of the Company on a fully
          diluted  basis,  and  except as  expressly  set forth in this  Section
          10.10, no other Person shall be entitled to "piggyback" or participate
          in any of the demand  registrations that the Holder initiates pursuant


                                       15
<PAGE>

          to Section 10.2 without such Holder's prior written consent.

     (d)  The parties  agree that the rights to  registration  contained  herein
          shall be pari  passu with the  rights to  registration  granted in (i)
          that certain Amended and Restated Secured  Convertible Credit Facility
          and Security  Agreement between the Company and Reed, dated as of July
          1,  2002;  (ii) that  certain  Series D  Convertible  Preferred  Stock
          Purchase  Agreement between the Company and Reed, dated June 12, 2000,
          as  amended or  restated  and (iii) any other  warrants  issued to the
          Holder whether now existing or hereafter issued.

     10.11 Suspension of Registration Rights. The right of the Holder to request
     registration  of shares as provided in this  Section 10 shall be  suspended
     during  any  period of time  that all of the  Registrable  Shares  held and
     entitled to be held (as a result of conversion of Series D Preferred  Stock
     held) by the Holder may immediately be sold under SEC Rule 144.

11.  Miscellaneous.

     (a)  Successors.  All the  covenants  and  provisions  hereof by or for the
          benefit  of the  Company  or the  Holder  shall  bind and inure to the
          benefit of their respective successors and assigns.

     (b)  Governing  Law.  This  Warrant  shall be deemed to be a contract  made
          under  the  laws  of  the  State  of  Delaware   (notwithstanding  any
          principles  of  conflicts  of  laws)  and for all  purposes  shall  be
          construed in accordance with the laws of said State.

     (c)  Attorneys  Fees in the Event of a Dispute.  In the event of any action
          at law, suit in equity or  arbitration  proceeding in relation to this
          Warrant  or any common  stock  issued or to be issued  hereunder,  the
          prevailing  party  or  parties  shall  be paid by the  other  party or
          parties a  reasonable  sum for  attorneys,  fees and  expenses of such
          prevailing party or parties.

     (d)  Saturdays.  Sundays.  Holidays.  If the last or appointed  day for the
          taking  of any  action or the  expiration  of any  right  required  or
          granted  herein  shall be a  Saturday  or a Sunday or shall be a legal
          holiday  in the State of  Delaware,  then such  action may be taken or
          such right may be  exercised  on the next  succeeding  day not a legal
          holiday.



                                       16
<PAGE>

     (e)  Amendment.  This  Warrant  and any  term  hereof  may not be  changed,
          waived,  discharged  or  amended  except by an  instrument  in writing
          signed by the party against whom  enforcement of such change,  waiver,
          discharge or amendment is sought.

     (f)  Multiple  Counterparts.  This  Warrant  may be  executed  in  multiple
          counterparts,  each of which shall for all purposes be deemed to be an
          original and all of which shall constitute the same instrument.

     IN WITNESS  WHEREOF,  the Company has caused this Warrant to be executed by
its duly authorized officer as of the 1st day of July, 2002.

                                            CareCentric, Inc.

                                            By: /s/ John R. Festa
                                               ------------------------------
                                            Its: President
HOLDER:
Mestek, Inc.

By_______________________________
Its:_____________________________





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1490021

</TEXT>
</DOCUMENT>
