SIMIONE CENTRAL HOLDINGS INC
WARRANT DATED JULY 12 BETWEEN SCHI AND MESTEK
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>WARRANT DATED JULY 12 BETWEEN SCHI AND MESTEK
<TEXT>


                                     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 104,712 shares of
                                                     the $0.001 par value common
                                         stock of Simione Central Holdings, Inc.
                                                         (subject to adjustment)


                        WARRANT TO PURCHASE COMMON STOCK

                                       OF

                         SIMIONE CENTRAL HOLDINGS, 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 from Simione Central Holdings,  Inc. (the "Company") up
to 104,712  shares of the $0.001 par value common stock of the Company  ("Common
Stock"),  as the  Company  is  constituted  on the 12th day of July,  2000  (the
"Warrant Issue Date"),  upon surrender of this  certificate at 6600 Powers Ferry
Road,  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 the third anniversary of the Warrant Issue Date, and
     shall be void thereafter.

2.   Exercise  Price.  The price at which the Holder may  exercise  this Warrant
     (the  "Exercise  Price")  shall be $2.51 per  share,  which is the  average
     closing  price  of the  Common  Stock  listed  on  NASDAQ  for the five (5)
     business days ended Friday, May 5, 2000,  subject,  however, to adjustments
     as provided in Section 9 hereof.

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<PAGE>

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  104,712  shares of Common  Stock  pursuant to the
     terms and conditions of this Warrant.

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 6600 Powers Ferry Road, 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 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.

     (b)  Warrant  Agent.  The  Company  may,  by written  notice to the Holder,
          appoint an agent for the purpose of maintaining  the Warrant  Register


                                       2
<PAGE>

          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):

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<PAGE>

          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.

     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.

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<PAGE>

               (iii)"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:

                    (A)  up to  606,904  shares  of  Common  Stock  that  may be
                         issuable   to   former   preferred   shareholders   and
                         noteholders    of    CareCentric    Solutions,     Inc.
                         ("CareCentric")  pursuant to the terms of that  certain
                         Agreement  and Plan of Merger dated as of July 12, 1999
                         by  and  among   the   Company,   Simione   Acquisition
                         Corporation and CareCentric; and

                    (B)  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 in clauses
                    (A) and (B)  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:

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<PAGE>

               (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
                    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


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<PAGE>

          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 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  permits  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)  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 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


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<PAGE>

               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.

          (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 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


                                       8
<PAGE>

               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  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 (1) 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 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


                                       9
<PAGE>

                    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


                                       10
<PAGE>

                    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.

     10.5 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


                                       11
<PAGE>

               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  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


                                       12
<PAGE>

               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 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


                                       14
<PAGE>

          such  transfer  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.

     10.10Priority   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 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 Secured  Convertible  Credit Facility


                                       15
<PAGE>

               and Security  Agreement  between the Company and Reed, dated June
               12, 2000; (ii) that certain Series D Convertible  Preferred Stock
               Purchase  Agreement  between the Company and Reed, dated June 12,
               2000 and (iii) that certain Warrant, dated June 12, 2000, granted
               to the Holder in lieu of certain voting rights previously held by
               the Holder.

     10.11Suspension 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.

     (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.


                                       16
<PAGE>

     IN WITNESS  WHEREOF,  the Company has caused this Warrant to be executed by
its duly authorized officer.

Dated July __, 2000                     Simione Central Holdings, Inc.

                                        By:   ______________________
                                        Title  ______________________

HOLDER:
Mestek, Inc.

By:  ______________________
Title______________________

</TEXT>
</DOCUMENT>
