Sample Business Contracts

Warrant Agreement [Amendment] - Netsmart Technologies Inc., American Stock Transfer & Trust Co. and Monroe Parker Securities Inc.

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      AMENDMENT,  dated  this  day  of ,  1997,  to  a  Warrant  Agreement  (the
"Agreement") dated as of August 13, 1996, by and between Netsmart  Technologies,
Inc., a Delaware  corporation (the  "Company"),  American Stock Transfer & Trust
Company (the "Warrant Agent"),  and Monroe Parker  Securities,  Inc., a New York
corporation ("Monroe Parker").

                          W I T N E S S E T H:

      WHEREAS, the Company, the Warrant Agent and Monroe Parker entered into the
Agreement in connection  with the Company's  initial  public  offering in August
1996; and

      WHEREAS,  pursuant  to the  Agreement,  the  Company  issued  Warrants  to
purchase  896,875  shares of Common Stock and Warrants to purchase an additional
56,250 shares of Common Stock  pursuant to the Unit Purchase  Option  granted to
Monroe Parker; and

      WHEREAS,  the  Company  desires to modify the  exercise  price and certain
other terms of the Warrants as provided in this Amendment;

      WHEREFORE, the parties do hereby agree as follows:

      1. All terms  defined in the Agreement  and used in this  Amendment  shall
have the same meanings in this  Amendment as in the Agreement  unless  otherwise
provided in this Amendment.

      2.   During the Special Exercise Period, as hereinafter defined, the
     Agreement shall be amended
as follows:

           (a)  The Purchase Price shall be reduced to      dollars ($        ).

           (b) Upon  exercise of a Warrant to purchase  one share (as  presently
stated in the  certificate  for the Warrants) and payment of the Purchase  Price
therefor as adjusted  pursuant to Paragraph 2(a) of this Amendment,  the Company
shall issue two shares of Common Stock, resulting in an effective Purchase Price
of dollars ($ ) per share.

      3. Upon  expiration  of the Special  Exercise  Period,  the  provisions of
Paragraph 2 shall  terminate and the Agreement  shall continue in full force and
effect as if it had not been amended by this Amendment.

      4. The  holders of the Warrant  shall not be  required  to exchange  their
Warrant certificates as a result of this Amendment.  Each Warrant shall, without
any  action  on the  part  of the  holder,  be  entitled  the  benefits  of this

      5. The Special Exercise Period shall mean the period of 90 days commencing
          on               , 1997 and  ending at 5:30 P.M.  New York  City  time
          ,  on , 1997; provided,  that the  Company  has the right, 
          in its  discretion,  to extend the Special  Exercise  Period  on one
           or  more  occasions  for up to 30  days in the aggregate.

      6.   Except as amended by this Amendment, the Agreement shall continue in
           full force and effect.

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      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
duly executed as of the date first above written.

                                    NETSMART TECHNOLOGIES, INC

                                          Lewis S. Schiller, CEO

                                    AMERICAN STOCK TRANSFER &
                                    TRUST COMPANY

                                                           , Authorized Officer
                                    MONROE PARKER SECURITIES, INC.

                                                            , Authorized Officer

                                 II - 9