CARECENTRIC INC
<DOCUMENT>
<TYPE>EX-10.44
<SEQUENCE>9
<FILENAME>carecentric10k123101ex1044.txt
<TEXT>
                                                                   EXHIBIT 10.44


                              STOCK GRANT AGREEMENT


     THIS STOCK GRANT  AGREEMENT (the  "Agreement") is made and entered into the
23rd day of January,  2002, between  CARECENTRIC,  INC., a Delaware  corporation
(the "Corporation"), and JOHN R. FESTA (the "Grantee").

                              W I T N E S S E T H :
                              - - - - - - - - - -

     WHEREAS,  Grantee  desires to be granted,  and the  Corporation  desires to
grant to Grantee,  shares of Series E Preferred  Stock ("Series E Stock") of the
Corporation,  $.001 par value, as part of the  compensation  package provided to
Grantee  in his  capacity  as  President  and  Chief  Executive  Officer  of the
Corporation.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency of which is hereby acknowledged, the parties agree as follows:

     1. GRANT OF STOCK.  The  Corporation  hereby  grants to Grantee and Grantee
hereby  accepts from the  Corporation an aggregate of 210,000 shares of Series E
Stock (the "Shares"), said aggregate number of Shares to be issued at no cost to
Grantee,  in  consideration  of Grantee  accepting the position of president and
chief  executive  officer of the  Corporation,  and  subject to the  vesting and
forfeiture provisions as specified below.

     2. INVESTMENT  REPRESENTATIONS.  Grantee hereby  covenants,  represents and
warrants  to the  Corporation  as  follows,  and  acknowledges  that  each  such
covenant, representation and warranty is material to and is being relied upon by
the Corporation.

          2.1 Grantee is receiving  the Shares  solely for Grantee's own account
for  investment  purposes  and not  with a view or  interest  of  participating,
directly  or  indirectly,  in the  resale  or  distribution  of all or any  part
thereof.

          2.2 Grantee  acknowledges  that all the Shares acquired by Grantee are
to be issued without  registration and in reliance upon certain  exemptions from
registration  requirements under the Federal Securities Act of 1933, as amended,
and under applicable  state  securities  laws.  Grantee will make no transfer or
assignment of any of the Shares except in compliance  with the Securities Act of
1933, as amended, and applicable state securities laws. Grantee consents, agrees
and  acknowledges  that the certificate or certificates  representing the Shares
will be inscribed with a legend regarding the foregoing.

          2.3  Grantee is aware  that no  federal  or state  agency has made any
recommendation or endorsement of the Shares.

          2.4 Neither the  Corporation  nor any person  acting on its behalf has
offered  the Shares to Grantee  by means of  general or public  solicitation  or
general or public advertising,  such as by newspaper or magazine advertisements,
by broadcast  media, or at any seminar or meeting whose attendees were solicited
by such means.

<PAGE>

          2.5 Grantee has received and carefully reviewed disclosure information
of the Corporation prior to investment,  including proxy statements, Forms 10-K,
10-Q and 8-K filed with the Securities and Exchange Commission ("SEC").  Grantee
has had a reasonable  opportunity  to ask questions of and receive  answers from
the  Corporation's   officers  and  directors  concerning  the  Shares  and  the
Corporation and to obtain any additional  information,  documents or instruments
available  without  unreasonable  effort or  expense  necessary  to  verify  the
accuracy  of the  information  provided  by the  Corporation  or to  answer  any
questions  which Grantee may have.  All such questions have been answered to the
full  satisfaction  of  Grantee.  No oral  information  furnished  to Grantee in
connection  with the  offering  of the Shares is  inconsistent  with any written
information provided by the Corporation. Grantee is an "accredited investor," as
defined  under the  Securities  Act of 1933,  as amended  (the  "Act").  Grantee
recognizes that Arnall Golden Gregory LLP, counsel for the Corporation,  has not
conducted due diligence on behalf of Grantee or Grantee's representatives.

          2.6 Grantee has had an opportunity to consult with Grantee's own legal
counsel, tax and financial advisors regarding the Shares.

          2.7  Grantee   acknowledges  that  the  ownership  of  Shares  in  the
Corporation is a speculative investment.  Grantee acknowledges that no public or
secondary  market  exists or may ever  exist for the  Shares  and,  accordingly,
Grantee  will not be able to  readily  liquidate  Grantee's  investment  in such
Shares.

          2.8 Grantee  acknowledges  and represents  that no commission or other
remuneration  has been paid or given  directly or indirectly in connection  with
the grant of the Shares to Grantee.

          2.9 Grantee has full legal power and authority to execute and deliver,
and to perform Grantee's  obligations  under, this Agreement and such execution,
delivery and performance  will not violate any agreement,  contract,  law, rule,
decree or other legal restriction by which Grantee is subject or bound.

          2.10  Grantee   understands   that  Grantee  may  suffer  adverse  tax
consequences  as a result of  Grantee's  receipt or  disposition  of the Shares.
Grantee represents that Grantee has consulted any tax consultants  Grantee deems
advisable in connection  with the receipt or  disposition of the Shares and that
Grantee is not relying on the Corporation for any tax advice.

          2.11 The address set forth on the signature  page to this Agreement is
Grantee's  true and correct  residence  and Grantee has no present  intention of
becoming a resident of any other state or country.  All information that Grantee
has  heretofore  provided  to the  Corporation  and  that  is  provided  in this
Agreement is true and correct as of the date of this Agreement.

          2.12 Grantee acknowledges that the Shares are "restricted  securities"
within the meaning of Rule 144  promulgated  under the Act;  that the Shares are
not registered  under the Act; and that although  resales may be permitted under
certain circumstances, the Corporation is under no obligation to take any action
to establish those circumstances. Grantee understands the limitations imposed by
the Act  and is  familiar  with  Rule  144,  as  presently  in  effect,  and the
conditions that must be met for certain executive  officers regarding the resale
of "restricted  securities" and the requirement that the Shares must be held for
a holding period after grant from the Corporation prior to resale.

                                       2
<PAGE>

          2.13  Grantee  acknowledges  that  the  Corporation  may  rely  on the
foregoing  representations  and warranties in determining  whether to enter into
this  Agreement.  If for any reason the  representations  and  warranties are no
longer  true  and  accurate  prior  to  acceptance  of  this  Agreement  by  the
Corporation,  Grantee will give the  Corporation  prompt  written  notice of the
inaccuracy.

     3. FORFEITABILITY AND VESTING CONDITIONS APPLICABLE TO SHARES.

          3.1 Fifty percent (50%) of the Shares  (105,000  Shares) shall vest in
accordance  with the following  vesting  schedule  until all 105,000  Shares are
vested.  All references to the number of Vested Shares are subject to adjustment
for stock splits, stock dividends and the like.

                               Vesting Schedule

          Vesting Commencement Date:    The date of this Agreement.

          Total Number of Shares:       105,000

          Vesting Schedule:             1/3rd  of the  Total  Number  of  Shares
                                        shall vest on the first  anniversary  of
                                        the Vesting  Commencement Date and 1/3rd
                                        of the Total Number of Shares shall vest
                                        each  anniversary  thereafter  until the
                                        third (3rd)  anniversary  of the Vesting
                                        Commencement Date, when the Total Number
                                        of shares shall be vested.


          3.2 Upon the  termination of Grantee's  employment by the  Corporation
for any reason prior to the third (3rd) anniversary of the Vesting  Commencement
Date, any unvested Shares shall be forfeited to the Corporation.

          3.3  Fifty  percent  (50%) of the  Shares  (105,000  Shares)  shall be
subject to forfeiture pro rata over a three (3) year period if the Corporation's
financial,  cash flow and  performance  milestone  goals are not achieved in the
manner set forth in detail on Exhibit A attached  hereto  ("Goals")  for each of
the  three  (3)  years  commencing  as  of  January  1,  2002   ("Forfeitability
Conditions").  At the end of each  year  during  such  three  (3)  year  period,
one-third  (1/3) of the Shares subject to the  Forfeitability  Conditions  shall
either  be  forfeited  in whole or in part (if the  Goals  for that year are not
completely  achieved) or such Shares shall be released  from the  Forfeitability
Conditions (if the Goals for that year are completely achieved). The Corporation
shall notify  Grantee no later than fifteen (15) days after the end of each year
as to whether the Goals were achieved  during the previous  year. All references
to the number of Shares in this Section 3.3 are subject to stock  splits,  stock
dividends and the like.

                                       3
<PAGE>

          3.4 In  addition  to any  other  limitation  on  transfer  created  by
applicable securities laws, Grantee shall not assign, encumber or dispose of any
interest  in  the  Shares  while  the  Shares  are  subject  to  vesting  and to
Forfeitability  Conditions.  After any Shares have vested or have been  released
from Forfeitability Conditions, Grantee shall not assign, encumber or dispose of
any interest in such Shares  except in  compliance  with  applicable  securities
laws.

          3.5 As a  result  of any  forfeiture  of  unvested  Shares  or  Shares
forfeited  pursuant to Forfeitability  Conditions,  the Corporation shall become
the legal and beneficial  owner of the Shares being forfeited and shall have all
rights and interest therein or related thereto,  and the Corporation  shall have
the right to transfer to its own name the number of Shares  being  forfeited  to
the Corporation or to cancel them on its books and records such that they are no
longer issued and outstanding, without further action by Grantee.

          3.6 For purpose of  facilitating  the enforcement of the provisions of
Section 3 hereof,  Grantee  agrees  that the  Corporation  will retain any stock
certificates  representing  unvested Shares or Shares subject to  Forfeitability
Conditions  until  such  Shares  are fully  vested or are no longer  subject  to
Forfeitability  Conditions.  With  respect  to any  Shares  that  are  forfeited
pursuant to this Section 3, Grantee agrees that without the execution of further
documents or instruments by Grantee,  the Corporation  shall have the right, and
is hereby  irrevocably  authorized  and  appointed,  to transfer such  forfeited
Shares upon the books and records of the  Corporation and such transfer shall be
binding upon and enforceable against Grantee and Grantee's successors,  assigns,
heirs, beneficiaries and legal representatives.  Grantee agrees that in order to
ensure  compliance with the restrictions  referred to herein the Corporation may
issue  appropriate  "stop transfer"  instructions to its transfer agent, if any,
and  that  if  the  Corporation  transfers  its  own  securities,  it  may  make
appropriate  notations  to the same effect in its own records.  The  Corporation
shall issue and deliver to Grantee (i)  certificates for all Shares that vest no
later than ten (10) business days after the date such vesting  occurs,  and (ii)
for all Shares as to which the  Forfeitability  Conditions no longer  apply,  no
later  than ten (10)  business  days  after  the  Corporation  notifies  Grantee
pursuant to Section 3.3 that the  Forfeitability  Conditions  no longer apply to
such Shares.

          3.7  Notwithstanding  any provision in this Section 3 to the contrary,
all Shares  shall  immediately  vest and no longer be subject to  Forfeitability
Conditions upon the consummation of a Change of Control  Transaction (as defined
in Section 7 hereof).

     4.  LEGENDS  ON  STOCK   CERTIFICATES.   The  certificate  or  certificates
representing  the Shares shall bear the following legend (as well as any legends
required by applicable state and federal corporate and securities laws):

     THE SHARES  REPRESENTED  BY THIS  CERTIFICATE  MAY BE  TRANSFERRED  ONLY IN
ACCORDANCE  WITH THE TERMS OF AN  AGREEMENT  DATED  JANUARY 23, 2002 BETWEEN THE
CORPORATION  AND THE GRANTEE,  A COPY OF WHICH IS ON FILE WITH THE  SECRETARY OF
THE CORPORATION.

Upon the  expiration  of the three (3) year  vesting  period  and three (3) year
duration of  Forfeitability  Conditions  under Section 3 above,  the Shares then
held by Purchaser will no longer be subject to the immediately foregoing legend.
After such time, and upon Grantee's  request,  a new certificate or certificates


                                       4
<PAGE>

representing  the Shares not forfeited  shall be issued and delivered to Grantee
without  such  legend  (but with such  legends,  if any,  as may  continue to be
required by applicable state and federal corporate and securities laws).

     5. SECTION 83(B) ELECTION.

          5.1 Section  83(b) of the Internal  Revenue  Code of 1986,  as amended
(the "Code"),  taxes as ordinary  income the difference  between the amount paid
for the  Shares  and the  fair  market  value of the  Shares  as of the date any
forfeiture  restriction  on the  Shares  lapses.  In this  context,  "forfeiture
restriction" means the right of the Corporation to buy back or otherwise receive
by  forfeiture  the Shares at the same price paid by Grantee.  In the absence of
the stockholder making timely filings of a Section 83(b) election (i.e.,  within
30 days of the  date of  purchase  or  grant of the  Shares)  with the  Internal
Revenue Service, the Internal Revenue Service will measure the fair market value
of the stock at the time the forfeiture  restriction  lapses (i.e.,  at the time
the stock vests and the  Corporation  no longer has the right to  repurchase  or
otherwise  receive by  forfeiture  the  Shares)  against the price paid for such
Shares and treat the  difference  as  ordinary  income to the  stockholder.  The
Section 83(b) election  accelerates the snapshot of this measurement to the date
the stock was purchased by or otherwise received by the stockholder, rather than
the date the forfeiture  restriction lapses (the date of vesting or the date any
forfeiture  conditions  lapse).  Thus, if (a) a Section 83(b) election is timely
made by the stockholder and (b) at the date of purchase or grant the fair market
value of the stock does not exceed  the price paid by the  stockholder,  then no
taxes will be owed by the  stockholder  in connection  with the stock  issuance.
Further, by having made the Section 83(b) election, no taxes will be owed by the
stockholder as a result of the lapse of the forfeiture  restrictions (i.e., as a
result of the vesting of the stock ownership and the lapse of the  Corporation's
right to  repurchase or otherwise  receive by forfeiture  the stock at the price
paid by the stockholder).  In addition to filing the Section 83(b) election with
the  Internal  Revenue  Service,  the  stockholder  must  file a copy  with  the
Corporation and must file a copy with stockholder's income tax return.

          5.2 The  foregoing  is only a summary of the  effect of United  States
federal  income  taxation  with respect to purchase OR GRANT of the shares owned
due to the existence of the VESTING  REQUIREMENTS AND FORFEITURE  CONDITIONS and
does not purport to be complete.  Grantee  understands that failure to file such
an  election  in a timely  manner  may result in adverse  tax  consequences  for
Grantee. Grantee acknowledges that the foregoing is only a summary of the effect
of United States  federal  income  taxation with respect to purchase or grant of
the Shares  hereunder,  and does not  purport to be  complete.  Grantee  further
acknowledges  that the  Corporation  has  directed  Grantee to seek  independent
advice  regarding the applicable  provisions of the Code, the income tax laws of
any municipality,  state or foreign country in which Grantee may reside, and the
tax consequences of Grantee's death.

          5.3 A form of  ELECTION  UNDER  SECTION  83(B) is attached  hereto.  A
filing  version may be  obtained  from the  Corporation  or from  Grantee's  tax
advisor.  GRANTEE  ACKNOWLEDGES THAT IT IS GRANTEE'S SOLE RESPONSIBILITY AND NOT
THE  CORPORATION'S  TO FILE TIMELY THE ELECTION  UNDER  SECTION  83(b),  EVEN IF
GRANTEE  REQUESTS THE CORPORATION OR ITS  REPRESENTATIVE  TO MAKE THIS FILING ON
GRANTEE'S BEHALF.

                                       5
<PAGE>

          5.4 Grantee agrees that simultaneously with the execution and delivery
of this Agreement, Grantee will execute and deliver to the Corporation a copy of
the  ACKNOWLEDGMENT  AND STATEMENT OF DECISION  REGARDING SECTION 83(B) ELECTION
attached hereto.

     6. REGISTRATION  RIGHTS.  Grantee shall have piggyback  registration rights
with respect to the Shares on the same terms and on an equal priority basis with
the piggyback registration rights of (i) Mestek, Inc. ("Mestek") pursuant to the
Second  Amended  and  Restated  Agreement  and  Plan of  Merger  and  Investment
Agreement  dated as of October  25, 1999 by and among the  Corporation,  Mestek,
MCS, Inc., John E. Reed ("Reed"),  Stewart B. Reed and E. Herbert Burk, and (ii)
Reed pursuant to the Series D Convertible  Preferred  Stock  Purchase  Agreement
dated June 12, 2000 between the Corporation and Reed.

     7. ADDITIONAL STOCK  ISSUANCES;  PREEMPTIVE  RIGHTS.  From the date of this
Agreement through January 31, 2003, the Corporation shall grant shares of Series
E Stock to Grantee to maintain his  percentage  ownership  of the  Corporation's
outstanding  capital  stock  as of  the  date  hereof  simultaneously  with  the
Corporation's issuance of equity securities for an aggregate consideration of up
to $6 million  (exclusive of option  exercises under the  Corporation's  omnibus
equity incentive plan), other than pursuant to a Change of Control  Transaction.
For all such  stock  issuances  by the  Corporation  that  result  in  aggregate
consideration in excess of $6 million,  Grantee shall have the right to purchase
securities  in such  offering  (based  on the  offering  amount  in excess of $6
million)  on the same terms and  conditions  thereof so as to maintain a minimum
ownership  percentage  of three  percent (3%) of the  Corporation's  outstanding
capital stock on a fully diluted basis.  For purposes of this Agreement,  Change
of  Control  Transaction  means  (i) the  acquisition  of the  Corporation  by a
non-affiliated  third  party  pursuant  to a merger,  consolidation  or business
combination;  (ii) the sale of all or a  substantial  part of the  assets of the
Corporation  to  a  non-affiliated  third  party;  (iii)  the  occurrence  of  a
transaction  pursuant  to  which  any  entity  or  person  shall,  alone  or  in
combination with any affiliate (as defined in the Securities and Exchange Act of
1934 as amended and all regulations promulgated pursuant thereto, (the "Exchange
Act"))  become the  beneficial  owner (as  defined in Rules  13(d)-3 and 13(d)-5
under the Exchange Act) of fifty percent (50%) or more of any outstanding  class
of capital stock of the Corporation having ordinary voting power in the election
of its  directors;  or (iv)  Mestek  and Reed  collectively  shall  cease to own
capital stock of the Corporation  with total voting power in the election of its
directors of fifteen percent (15%) or more.

     8.  ADJUSTMENTS FOR SPLITS,  RECLASSIFICATIONS,  ETC. In the event that the
Corporation  at any time or from time to time after the date hereof shall effect
a  subdivision  of the  outstanding  shares of the  Corporation's  common  stock
("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 total number
of  shares  of  Series  E Stock to be owned by  Grantee  shall be  increased  or
decreased  proportionately.  The  Corporation  will take all required  corporate
actions, including increasing the number of shares of authorized Series E Stock,
as necessary, to effectuate the provisions of this Section 8.

                                       6
<PAGE>

     9. CLOSING  CONDITIONS.  The issuance of the Shares by the  Corporation  to
Grantee as contemplated by this Agreement is subject to the  satisfaction of the
following closing conditions:

          (a) the  execution  of an  employment  offer letter by Grantee and the
Corporation ("Offer Letter");

          (b) the  filing  with  the  Secretary  of  State  of  Delaware  of the
Certificate of Designations,  Preferences and Rights of Series E Preferred Stock
of CareCentric, Inc. ("Certificate of Designations");

          (c) approval of the Certificate of Designations,  Offer Letter and the
transactions  contemplated  by this  Agreement  by the  Corporation's  Board  of
Directors;

          (d)   written   consent  of  Mestek  and  Reed  to  the   transactions
contemplated by this Agreement;

          (e) filing of a listing  notice for the Shares with Nasdaq and payment
by the Corporation of all required filing fees in connection therewith; and

          (f) such  other  actions as may be  required  by the  Corporation  and
Grantee in order to comply with applicable law.

     10. MISCELLANEOUS.

          10.1 GOVERNING  LAW. This Agreement and all rights and  obligations of
the parties  hereto shall be governed,  construed and  interpreted in accordance
with the laws of the State of Georgia  without  giving  effect to  principles of
conflicts of law.

          10.2 MODIFICATIONS. No modification of or amendment to this Agreement,
nor any waiver or any rights under this Agreement,  shall be effective unless in
writing signed by the parties to this Agreement.  The failure by either party to
enforce any rights  under this  Agreement  shall not be construed as a waiver of
any rights of such party.

          10.3  SEVERABILITY.  If one or more  provisions of this  Agreement are
held to be unenforceable  under applicable law, the parties agree to renegotiate
such  provision  in good  faith.  In the event that the parties  cannot  reach a
mutually agreeable and enforceable replacement for such provision, then (i) such
provision  shall be  excluded  from  this  Agreement,  (ii) the  balance  of the
Agreement  shall be  interpreted as if such provision were so excluded and (iii)
the balance of the Agreement shall be enforceable in accordance with its terms.

          10.4  CONSTRUCTION.  This  Agreement  is the  result  of  negotiations
between and has been reviewed by each of the parties hereto and their respective
counsel, if any;  accordingly,  this Agreement shall be deemed to be the product
of all of the parties hereto, and no ambiguity shall be construed in favor of or
against any one of the parties hereto.

          10.5 NOTICES. Any notice required or permitted by this Agreement shall
be in writing and shall be deemed  sufficient when delivered  personally or sent
by  telegram  or fax or 72 hours  after being  deposited  in the U.S.  mail,  as
certified or registered mail, with postage  prepaid,  and addressed to the party
to be  notified  at the  address  set forth in the  signature  pages below or as
subsequently modified by written notice.

                                       7
<PAGE>

          10.6  COUNTERPARTS.  This  Agreement  may be  executed  in two or more
counterparts,  each of  which  shall  be  deemed  an  original  and all of which
together shall constitute one instrument.

          10.7 SUCCESSORS AND ASSIGNS. The rights and benefits of this Agreement
shall  inure  to the  benefit  of,  and  be  enforceable  by  the  Corporation's
successors  and  assigns.  The rights  and  obligations  of  Grantee  under this
Agreement  may  only  be  assigned  with  the  prior  written   consent  of  the
Corporation.



                         [Signatures begin on next page]





                                       8
<PAGE>


                           GRANTEE:  JOHN R. FESTA

                           Signature: /s/ John R. Festa
                                     -------------------------------------------
                           Print Full Name: John R. Festa
                                           -------------------------------------
                           Address:  1255 Mt. Paran Road
                                     Atlanta, Georgia  30327

                           Social Security No.:
                                               ---------------------------------

                           Telephone No.:
                                         ---------------------------------------



CARECENTRIC, INC.


By:    /s/ R.B. Dewey
    ----------------------------------------
Title: Vice Chairman
       -------------------------------------

Address of Corporation:

2625 Cumberland Parkway
Suite 310
Atlanta, Georgia 30339



                                       9
<PAGE>


                    ACKNOWLEDGMENT AND STATEMENT OF DECISION

                        REGARDING SECTION 83(B) ELECTION

     The undersigned, a grantee of securities ("Shares") of CareCentric, Inc., a
Delaware  corporation  (the  "Corporation")  by a  Stock  Grant  Agreement  that
includes  terms  and  provisions   relating  to  a  repurchase   option  of  the
Corporation, hereby states as follows:

     1. The undersigned either [CHECK AND COMPLETE AS APPLICABLE]:

          (a)  [____]  has  consulted,  and  has  been  fully  advised  by,  the
undersigned's own tax advisor, _________________________________________,  whose
business address is  ________________________________________,  and phone number
is ___________________,  regarding the federal, state and local tax consequences
of being granted the Shares,  and  particularly  regarding the  advisability  of
making elections pursuant to Section 83(b) of the Internal Revenue Code of 1986,
as amended (the "Code") and pursuant to the corresponding provisions, if any, of
applicable state law; or

          (b) [____] has knowingly chosen not to consult such a tax advisor.

     2. The undersigned hereby states that the undersigned has decided [CHECK AS
APPLICABLE]:

          (a) [____] to make an election  pursuant to Section 83(b) of the Code,
and is submitting to the Corporation,  an executed form entitled "Election Under
Section 83(b) of the Internal Revenue Code of 1986"; or

          (b) [____] not to make an election  pursuant  to Section  83(b) of the
Code.

     3. Neither the  Corporation nor any  representative  of the Corporation has
made any  representation  or warranty to the undersigned with respect to the tax
consequences  of the  undersigned's  purchase  of shares  under the Stock  Grant
Agreement  or of the making or failure to make an  election  pursuant to Section
83(b) of the Code or the corresponding  provisions,  if any, of applicable state
law.

                                   "GRANTEE":

                                   Enter Date:
                                               ---------------------------------

                                   ---------------------------------------------
                                   John R. Festa




                                       10
<PAGE>


                          ELECTION UNDER SECTION 83(B)

                      OF THE INTERNAL REVENUE CODE OF 1986

     The undersigned taxpayer elects,  pursuant to Section 83(b) of the Internal
Revenue  Code,  to include in  taxpayer's  gross income or  alternative  minimum
taxable income,  as applicable,  for the current taxable year, the amount of any
income that may be taxable to taxpayer in connection with taxpayer's  receipt of
the property described below:

1.   The name, address,  taxpayer  identification number and taxable year of the
     undersigned are as follows:

     NAME OF TAXPAYER:  John R. Festa

     ADDRESS: 1255 Mt. Paran Road, Atlanta, Georgia 30327

     IDENTIFICATION NO. OF TAXPAYER:  __________________________________________

     TAXABLE YEAR:  2002

2.   The  property  with  respect to which the  election is made is described as
     follows:  210,000  shares of the Series E Preferred  Stock of  CareCentric,
     Inc., a Delaware corporation (the "Corporation"). -----------

3.   The date on which the property was transferred is: January 23, 2002.

4.   The  property  is  subject  to  the  following  restrictions:  vesting  and
     forfeitability  conditions  as  described  in Stock Grant  Agreement  dated
     January 23, 2002.

5.   The fair  market  value at the time of  transfer  to  taxpayer,  determined
     without  regard to any  restriction  other than a restriction  which by its
     terms will never lapse, of such property was: $ -0-.

6.   The amount paid for such property: $ -0-.

The undersigned has submitted a copy of this statement to the party for whom the
services were  performed in  connection  with the  undersigned's  receipt of the
above-described  property.  The  transferee  of  such  property  is  the  person
performing the services in connection  with the transfer of said  property.  The
undersigned  understands  that the foregoing  election may not be revoked except
with the consent of the Commissioner.

                                   "GRANTEE":

                                   Enter Date:
                                               ---------------------------------

                                   ---------------------------------------------
                                   John R. Festa


<PAGE>


                                    Exhibit A

                   Goals relating to Forfeitability Conditions






1408410v5

</TEXT>
</DOCUMENT>
