Fairness Opinion Presentation

to the Special Committee of the Board of Directors of

CareCentric, Inc.

May 30, 2003

SunTrust Robinson Humphrey^SM

Preface

The information contained herein was prepared by SunTrust Robinson Humphrey, a division of SunTrust Capital Markets, Inc. (SunTrust Robinson Humphrey) in connection with our engagement to render an opinion to the Special Committee of the Board of Directors of CareCentric, Inc. (CareCentric or the Company) with respect to (i) the fairness, from a financial point of view, of the consideration to be received by the Small Stockholders in the Proposed Transaction to the Small Stockholders and (ii) the fairness, from a financial point of view, of the Proposed Transaction to the stockholders of the Company that are not Small Stockholders. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in our opinion letter to the Special Committee. This information and our analyses are not intended to be, nor should be, relied upon by any other party. Any disclosure of the contents of this document to third parties by the Company requires SunTrust Robinson Humphreys written consent.

This document was prepared utilizing information provided by the Company and obtained from certain other publicly available sources. SunTrust Robinson Humphrey has relied without independent verification upon the accuracy and completeness of the financial and other information discussed with or reviewed by us for purposes of our analyses. With respect to the financial forecasts of the Company provided to or discussed with us, we have assumed, at the direction of the management of the Company and without independent verification or investigation, that such forecasts have been reasonably prepared on bases reflecting the best currently available information, estimates and judgments of the management of the Company as to the future financial performance of the Company, and we express no opinion with respect to such forecast or the assumptions on which the forecast was based. SunTrust Robinson Humphrey has not conducted a physical inspection of the properties and facilities of the Company and has not made nor obtained any evaluations or appraisals of the assets or liabilities (including, without limitation, any potential environmental liabilities), contingent or otherwise, of the Company.

SunTrust Robinson Humphreys analyses must be considered as a whole. Selecting portions of our analyses, without considering all analyses, would create an incomplete view. Individual estimates of value contained in our analyses are not necessarily indicative of actual value, which may be significantly more or less favorable than as set forth therein. Estimates of the financial value of reference companies and their securities do not purport to be appraisals or necessarily reflect the actual values of such companies or their securities. Because such estimates are inherently subject to uncertainty, SunTrust Robinson Humphrey does not assume responsibility for their accuracy. Our analyses are necessarily based upon market, economic and other conditions as they exist on, and can be evaluated as of, the date hereof. It should be understood that, although subsequent developments may affect these analyses, SunTrust Robinson Humphrey does not have any obligation to update or revise its analyses.

SunTrust Robinson Humphrey^SM

Capital Markets

Table of Contents

Outline

SunTrust Robinson Humphrey^SM

Capital Markets

Proposed Transaction

Transaction Overview

Proposed Transaction

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