EXHIBIT 10.03(d)(ii)


                              EMPLOYMENT AGREEMENT
                              --------------------


     THIS AGREEMENT made and entered into as of the 30th day of April,  1996, by
and  between   COMMUNITY  CARE  OF  AMERICA,   INC.,  a  Delaware   corporation,
(hereinafter  referred  to as the  "Company"),  and DAVID H. FATER  (hereinafter
referred to as the "Employee").


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

           WHEREAS,  the  Employee is  employed  by the  Company  pursuant to an
Employment  Agreement,  dated as of June 26, 1995 (the "Employment  Agreement");
and
           WHEREAS, the Company and the Employee desire to amend and restate the
Employment Agreement on the terms and conditions set forth herein; and
           WHEREAS,  the  Company  is  engaged  in the  business  of owning  and
operating rural health care facilities and networks through its subsidiaries and
tradenames; and
           WHEREAS,  in  the  course  of  his  employment,  and  as a  necessary
consequence thereof,  Employee will receive information and acquire knowledge of
special procedures,  processes, business conduct, and knowledge that is private,
proprietary, and secret to the Company in its business; and
           WHEREAS,  the  business,  as well as the  success  and profits of the
Company,  depend  in large  part  upon the  maintenance  of  secrecy  as to such
information,  processes,  procedures  and  knowledge  as to the  conduct  of the
Company's business generally.



<PAGE>



           NOW,  THEREFORE,  in  consideration  of the foregoing  premises,  the
mutual  agreements  herein  contained,  as well as the  agreement  to employ the
Employee or to continue to employ the  Employee  under the terms and  conditions
contained herein, and intending to be legally bound hereby, it is agreed between
the parties hereto as follows:

                                    ARTICLE I

                             EMPLOYMENT RELATIONSHIP
                             -----------------------

           1.1  Employment.  The  Company  hereby  employs  the  Employee in the
position of Executive Vice President and Chief Financial Officer of the Company,
with such  responsibilities  as may be assigned to Employee from time to time by
the Chief  Executive  Officer of the  Company.  Employee  shall report to and be
responsible  to the Chief  Executive  Officer  of the  Company,  for the  period
hereinafter set forth, and the Employee hereby accepts such employment.

           1.2 Exclusive  Employment.  During the continuation of the Employee's
employment by the Company hereunder,  the Employee will, unless the Employee has
first received the prior written  consent of the Company,  devote the Employee's
entire  business  time,  energy,  attention,  and skill to the  services  of the
Company and to the promotion of its  interests,  and covenants  that during such
time the Employee will neither:  (a) engage in, be employed by, be a director of
or be  otherwise  directly  or  indirectly  interested  in (i) any  business  or
activity competing with or of a nature similar to the businesses of the Company,
or (ii) any business or activity engaged in the owning,  operation or management
of business or activity  competing with or of a nature similar to the businesses
of the Company, nor (b) take any part in any activities  detrimental to the best
interests of the Company.

                                      - 2 -

<PAGE>



                                   ARTICLE II
                              PERIOD OF EMPLOYMENT

           2.1 Term. The term of employment  under this Agreement shall begin as
of the date hereof,  and shall end on June 26, 1997,  unless  sooner  terminated
pursuant to the terms of this Agreement.  Six (6) months prior to the expiration
of this  Agreement,  at the  request of  Employee,  Company  will  discuss  with
Employee Company's intentions regarding the renewal of this Agreement.

           2.2 Termination For Cause.  Company may terminate this Agreement with
cause and without any obligation to pay Employee further  compensation  upon the
occurrence of any one or more of the following events:

                     (a) Employee  willfully or repeatedly  fails to perform any
           of his duties in any  material  respect or  willfully  or  repeatedly
           breaches  any  material  term  of  this  Agreement,   which  failure,
           non-performance  or breach is not corrected  within fifteen (15) days
           after  written  notice is  delivered  by the Company to the  Employee
           specifying said failure, non-performance or breach.

                     (b) Employee  becomes  disabled or is unable to perform his
           normal duties,  which  condition  persists for a period of sixty (60)
           days or more,  provided  that  Company  has  provided  Employee  with
           disability  insurance  which shall begin to pay after said sixty (60)
           day period expires, and provided further that, to any extent that the
           disability  insurance  benefits payable to Employee are less than the
           base  salary  being  paid to  Employee  as of the date on  which  his
           employment   terminated,   the  Company  shall  continue  payment  of
           Employee's  salary to the  extent of such  deficiency  until the date
           which is two (2) years following the date of this Agreement;

                     (c)       Employee is convicted of a felony;

                     (d)       Employee   is   convicted   of  theft, larceny or
                               embezzlement of Company's tangible or intangible 
                               property.


                                      - 3 -

<PAGE>



           2.3 Death of the Employee.  In the event of the death of the Employee
during the term of his  employment  hereunder,  this Agreement  shall  terminate
immediately  and the  Employee's  estate shall  thereupon be entitled to receive
such portion of the Employee's  Base Salary as has been accrued through the date
of his death. 

           2.4 Change of Control.

                     (a) In the  event of a Change  of  Control  of the  Company
           during the term of the Employee's employment hereunder,  the Employee
           shall have the right,  upon the giving of thirty (30) days' notice to
           the  Company  within one hundred  eighty  (180) days  following  such
           event, to terminate his employment under this Agreement. For purposes
           of this  Agreement,  a "Change of Control  of the  Company"  shall be
           deemed  to  occur  if  (i)  there  shall  be   consummated   (x)  any
           consolidation  or merger of the  Company in which the  Company is not
           the  continuing or surviving  corporation  other than a merger of the
           Company  in  which  the  holders  of  the   Company's   Common  Stock
           immediately prior to the merger have the same proportionate ownership
           of common stock of the surviving  corporation  immediately  after the
           merger,  or (y) any sale,  lease,  exchange or other transfer (in one
           transaction  or  a  series  of  related   transactions)  of  all,  or
           substantially  all,  of  the  assets  of the  Company,  or  (ii)  the
           stockholders  of the Company  shall  approve any plan or proposal for
           liquidation or  dissolution  of the Company,  or (iii) any person (as
           such term is used in Sections  13(d) and  14(d)(2) of the  Securities
           Exchange Act of 1934, as amended (the  "Exchange  Act")),  other than
           Robert N.  Elkins or any  institutional  investor,  shall  become the
           beneficial owner (within the meaning of Rule 13-d3 under the Exchange
           Act) of 20% or more of the Company's  outstanding  Common  Stock,  or
           (iv) Robert N. Elkins shall cease to be a director of the Company.

                     (b) In the event that the Employee  elects to terminate his
           employment hereunder pursuant to Paragraph 2.4(a), above, the Company
           shall pay to the  Employee  one  hundred  (100%)  percent of his then
           current Base Salary for a period of thirty-six (36) months  following
           the date of such  termination,  and all stock options  granted to the
           Employee  pursuant to Section 3.5(a) hereof,  and all options granted
           to the  Employee  pursuant  to  Section  3.5(b)  hereof for which the
           vesting schedule has been accelerated in accordance with such Section
           3.5(b), shall become fully vested as of the date of such termination.

                     (c)  Notwithstanding  anything herein to the contrary,  the
           present value of the payments and benefits to Employee, whether under
           this Agreement or otherwise,  which are includable in the computation
           of  "parachute  payments" (as defined in Section 280G of the Internal
           Revenue Code) shall not exceed 2.99 times the Employee's base amount,
           all within the  meaning  and as computed  under  Section  280G of the
           Code.  Such  determination  shall be made by the regular  independent
           accountants  retained by the Company  immediately prior to the Change
           of Control,  whose  determination  shall be conclusive and binding on
           the parties.

                                      - 4 -

<PAGE>



           2.5  Continuation of Benefits.  Whenever under the provisions of this
Agreement the Employee shall be entitled to receive a  continuation  of his Base
Salary  for a period  of time  following  a  termination  or  nonrenewal  of his
employment  under  this  Agreement,  it is agreed  that the  Company  also shall
continue to pay for or provide  during such  period of salary  continuation  the
insurance coverage provided for in Paragraph 3.3 of this Agreement.

           2.6 Acceleration of Payments.  If the Company fails to pay any salary
continuation  installment referred to in this Article II or any benefit referred
to in  Paragraph  2.5 within  thirty (30) days after notice from the Employee or
his personal or legal representative that the installment or benefit was due and
payable,  then the Employee or his personal or legal  representative may declare
the entire unpaid balance of the salary continuation  installments and the value
of all unpaid benefits to be immediately due and payable.

           2.7 Death or Disability.  The right of the Employee or his estate, as
of the case may be, to salary  continuation  installments  under this Article II
shall not be affected by the Employee's death or disability after her employment
has terminated; and the Company shall continue to make those payments, until the
full amount  thereof has been paid,  notwithstanding  the death or disability of
the Employee after the termination of this employment.

           2.8 Acceleration of Options.  If the Company  terminates the Employee
without cause,  all options which the Employee then holds to acquire  securities
from the Company shall be accelerated and shall be immediately exercisable.






                                      - 5 -

<PAGE>



                                   ARTICLE III

                                  COMPENSATION
                                  ------------

           3.1 Base  Salary.  For all services  rendered by Employee  under this
Agreement, the Employee shall receive a base salary at a rate of $210,000.00 per
year ("Base Salary"). Employee's Base Salary shall be payable in accordance with
the pay period policy  established  by the Company from time to time.  Said Base
Salary  shall be  reviewed  one (1) year  after  the date  hereof,  and shall be
increased (i) by a percentage  equal to the CPI percentage  increase  during the
first year of this Agreement and (ii) by such additional  amount, if any, as may
be determined at the discretion of the Board of Directors of the Company.

           3.2 Bonuses.  Within  ninety (90) days of the close of each  calendar
year, the Company shall pay to Employee a cash bonus of up to thirty-five  (35%)
percent  of  Employee's  Base  Salary  for  such  year,  such  cash  bonus to be
determined at the discretion of the Board of Directors of the Company.

           3.3 Additional Benefits.  Separate and apart from the Employee's cash
compensation  as set forth above,  the Company shall provide for (i)  Employee's
coverage  under the  Company's  standard life and health  insurance  package for
executives,  (ii) an automobile  allowance of $750 per month, and (iii) four (4)
weeks' paid vacation.  Notwithstanding  the  foregoing,  Employee has elected to
maintain his health  insurance  coverage  under COBRA  through June 30, 1996, in
addition  to  his  coverage  under  the  Company's  health  insurance  plan.  In
connection with the  aforementioned  maintenance of employee's  health insurance
coverage under COBRA, Company shall pay the premiums with respect thereto during
the period of such maintenance, up to a maximum of $6,000 over such period.

                                      - 6 -

<PAGE>



           3.4 Reimbursement of Expenses.  The Company shall reimburse  Employee
at the rate of $.29 per mile for  business  use of his  automobile,  and for all
reasonable  and  necessary   business  expenses  subject  to  such  budgets  and
documentation requirements as may be mandated from time to time by the Company.


                                   ARTICLE IV

                            COVENANTS OF THE EMPLOYEE
                            -------------------------

           4.1 Ownership and Return of Documents.  The Employee  agrees that all
memoranda,  notes,  records,  papers or other  documents and all copies  thereof
relating  to the  Company's  operations  or  businesses,  some of  which  may be
prepared  by the  Employee,  and all  objects  associated  therewith  in any way
obtained by the Employee  shall be the Company's  property.  The Employee  shall
not,  except for  Company's  use,  copy or duplicate  any of the  aforementioned
documents or objects,  nor remove them from the Company's facilities nor use any
information concerning them except for the Company's benefit,  either during the
Employee's employment or thereafter.  The Employee agrees that the Employee will
deliver  all of the  aforementioned  documents  and  objects  that may be in his
possession to the Company on termination of the Employee's employment, or at any
other  time on the  Company's  request,  together  with the  Employee's  written
certification of compliance with the provision of this paragraph.

           4.2  Confidential  Information.  In connection with employment at the
Company,  Employee will have access to  confidential  information  consisting of
some or all of the  following  categories of  information.  Company and Employee
consider their relation one of confidence with respect to such information:

                                      - 7 -

<PAGE>



                     (a)  Financial  Information,  including  but not limited to
           information  relating  to  the  Company's  earnings,  assets,  debts,
           prices,  pricing  structure,  volume of  purchases  or sales or other
           financial  data whether  related to the Company or  generally,  or to
           particular products, services, geographic areas, or time periods;

                     (b)  Supply  and  Service  Information,  including  but not
           limited to  information  relating to goods and  services,  suppliers'
           names or  addresses,  terms of  supply  or  service  contracts  or of
           particular  transactions,  or  related  information  about  potential
           suppliers to the extent that such  information is not generally known
           to the public, and to the extent that the combination of suppliers or
           use of a particular  supplier,  though  generally known or available,
           yields  advantages to the Company  details of which are not generally
           known;

                     (c)  Marketing  Information,  including  but not limited to
           information  relating to details about ongoing or proposed  marketing
           programs  or  agreements  by or  on  behalf  of  the  Company,  sales
           forecasts,  advertising  formats and methods or results of  marketing
           efforts or information about impending transactions;

                     (d)  Personnel  Information,  including  but not limited to
           information  relating to  employees'  personal or medical  histories,
           compensation  or  other  terms  of  employment   actual  or  proposed
           promotions, hirings, resignation,  disciplinary actions, terminations
           or reasons therefor, training methods, performance, or other employee
           information; and

                     (e)  Customer  Information,  including  but not  limited to
           information  relating  to past,  existing or  prospective  customers'
           names,  addresses or  backgrounds,  records of agreements and prices,
           proposals or agreements between customers and the Company,  status of
           customers' accounts or credit, or related information about actual or
           prospective customers as well as customer lists.

           All of the foregoing are hereinafter  referred to as "Trade Secrets."
During and after the  employment by the Company,  regardless of the reasons that
such employment ends, Employee agrees:

                     (aa)  To hold  all  Trade  Secrets  in  confidence  and not
           discuss,  communicate or transmit to others, or make any unauthorized
           copy  of or use  the  Trade  Secrets  in any  capacity,  position  or
           business  except as it directly  relates to Employee's  employment by
           the Company;

                     (bb) To use the Trade Secrets only in furtherance of proper
           employment related reasons of the Company to further the interests of
           the Company;

                     (cc) To take all  reasonable  actions  that  Company  deems
           necessary or appropriate,  to prevent  unauthorized use or disclosure
           of or to protect the Company's interest in the Trade Secrets; and

                                      - 8 -

<PAGE>



                     (dd) That any of the Trade  Secrets,  whether  prepared  by
           Employee  or  which  may  come  into  Employee's   possession  during
           Employee's employment  hereunder,  are and remain the property of the
           Company and its  affiliates,  and all such Trade  Secrets,  including
           copies  thereof,  together with all other  property  belonging to the
           Company or its affiliates,  or used in their  respective  businesses,
           shall be delivered to or left with the Company.  

           This  Agreement  does not  apply  to  information  that  (i)  becomes
generally  available  to the public  other than as a result of a  disclosure  by
Employee,  (ii) was available to Employee on a non- confidential  basis prior to
the disclosure of such information to Employee by the Company, provided that the
source  of  such  information  was  not  known  by  Employee  to be  bound  by a
confidentiality  agreement  with  or  other  contractual,   legal  or  fiduciary
obligation  of  confidentiality  to the  Company or any of its  affiliates  with
respect  to  such   material,   (iii)   becomes   available  to  Employee  on  a
non-confidential  basis  from a source  other than the  Company  or its  agents,
advisors or representatives provided that the source of such information was not
known  by  Employee  to be bound by a  confidentiality  agreement  with or other
contractual,  legal or fiduciary obligation of confidentiality to the Company or
any of its affiliates  with respect to such material,  or (iv) is required to be
disclosed by judicial or administrative  proceedings  after Employee  diligently
tries to avoid each disclosure and affords the Company the opportunity to obtain
assurance that compelled disclosures will receive confidential treatment.

           4.3  Non-Solicitation  and  Non-Pirating.  At all times  following  a
termination or the natural  expiration of this  Agreement,  the Employee  hereby
agrees that,  without the express written  consent of the Company,  the Employee
will not,  directly or  indirectly,  for the  Employee or on behalf of any other
person, firm, entity or other enterprise:

                     (a) solicit any client or customer of the Company or in any
           way divert or take away any client or customer of the Company who was
           a client  or  customer  of the  Company  while  the  Employee  was an
           employee of the  Company  under this  Agreement  (such  period  being
           hereinafter referred to as the "Employment Period"); and

                                      - 9 -

<PAGE>



                     (b) hire,  entice away or in any other manner  persuade any
           employee,  client,  or customer of the Company who was an employee of
           the  Company  during  the  Employment  Period,  to  alter,  modify or
           terminate their  relationship  with the Company as an employee as the
           case may be.


           4.4  Non-Competition.  In consideration of the Employee's  employment
hereunder,  and  as an  inducement  to  the  execution  and  performance  of the
Employment  Agreement by the Company,  the Employee  hereby  agrees that,  for a
period of three (3) years following the natural expiration or any termination of
this  Agreement,  the Employee will not,  without the express written consent of
the Company, directly or indirectly,  for the Employee or on behalf of any other
person,  firm,  entity or other  enterprise,  be  employed  by, be a director or
manager  of,  act as a  consultant  for,  be a partner  in,  have a  proprietary
interest  in, give advice to, loan money to or  otherwise  associate  with,  any
person,  enterprise,  partnership,  association,  corporation,  joint venture or
other  entity  which is  directly or  indirectly  in the  business of  providing
nursing home care, assisted living care, senior housing, home health care, adult
day care, primary care clinic services or medical transportation services of any
type within a  twenty-five  (25) mile radius of any nursing home or other health
care facility  which is owned or operated by the Company as of the date on which
this Agreement shall have expired or terminated.  Notwithstanding the foregoing,
in the event the  Company  terminates  this  Agreement  other than  pursuant  to
Paragraph  2.2,   above,   Employee  shall  be  bound  by  the   non-competition
restrictions  of this  Paragraph  4.4  only  for so long as  Company  elects  to
continue to pay  Employee's  Base Salary  hereunder,  which election shall be at
Company's  sole  option.  The  provisions  of this  Paragraph  4.4  shall not be
construed to prohibit the Employee  from owning up to 2% of the issued shares of
any company whose common stock is listed for trading on any national  securities
exchange or on the NASDAQ National Market System.

                                     - 10 -

<PAGE>



           4.5  Necessary  Restrictions.  The  Employee  acknowledges  that  the
restrictions contained in Paragraphs 4.3 and 4.4 are reasonable and necessary to
protect the legitimate  business interests of the Company and that any violation
thereof by him would result in irreparable harm to the Company. Accordingly, the
Employee  agrees  that  upon  the  violation  by his of any of the  restrictions
contained in Paragraphs 4.3 or 4.4, the Company shall be entitled to obtain from
any court of competent  jurisdiction a preliminary  and permanent  injunction as
well as any other  relief  provided  at law,  equity,  under this  Agreement  or
otherwise.  In  the  event  any  of  the  foregoing  restrictions  are  adjudged
unreasonable in any  proceeding,  then the parties agree that the period of time
or the scope of such  restrictions  (or both) shall be adjusted to such a manner
or for such a time (or both) as is adjudged to be reasonable.

           4.6 Prior Companies.  Employee hereby  represents and warrants to the
Company  that (i) he is not bound by any  agreement  with any prior  employer or
other party to refrain from using or disclosing any confidential  information or
from  competing  with the  business of such  employer or other  party,  (ii) his
performance under this Agreement will not breach any other agreement by which he
is bound,  and (iii) he has not  brought  with his to the  Company,  nor will he
bring or use in the  performance  of his  responsibilities  at the Company,  any
materials or documents of a former employer which are not generally available to
the public.

           4.7 Remedies For Breach. The Employee acknowledges that the covenants
contained in Article IV of this Agreement are independent covenants and that any
failure by the Company to perform its  obligations  under this Agreement  (other
than the act of nonpayment  which is not cured by the Company within thirty (30)
days of the receipt of written notice of said condition from the Employee) shall
not be a defense to enforcement of the covenants contained in Article

                                     - 11 -

<PAGE>



IV,  including  but not  limited to a temporary  or  permanent  injunction.  The
Employee  acknowledges  that damages in the event of  Employee's  breach of this
Article  IV  will  be  difficult,  if not  impossible,  to  ascertain  and it is
therefore  agreed that the  Company,  in addition  to, and without  limiting any
other  remedy  or right it may  have,  shall  have  the  right to an  injunction
enjoining the said breach.  Employee  agrees to reimburse  Company for all costs
and expenses,  including reasonable attorney's fees, incurred by Company because
of any breach of this Article.



                                    ARTICLE V

                                   ASSIGNMENT
                                   ----------

           5.1  Prohibition  of Employment  Assignment.  The Employee  agrees on
behalf  of the  Employee  and  the  Employee's  heirs  and  executors,  personal
representatives,  and any other person or persons claiming any benefit under the
Employee  by  virtue of this  Agreement,  that this  Agreement  and the  rights,
interests, and benefits hereunder shall not be assigned, transferred, pledged or
hypothecated in any way by the Employee or the Employee's  heirs,  executors and
personal representatives,  and shall not be subject to execution,  attachment or
similar  process.  Any  attempt  to assign,  transfer,  pledge,  hypothecate  or
otherwise  dispose of this Agreement or any such rights,  interests and benefits
thereunder contrary to the foregoing provision, or the levy of any attachment or
similar  process  thereupon  shall be null and void and without effect and shall
relieve the Company of any and all liability hereunder.

           5.2 Right of Company to Assign.  This  Agreement  shall be assignable
and  transferable  by the  Company  to  Company's  transferee,  assignee  or any
successor-in-interest,  parent,  subsidiary  or affiliate of Company,  and shall
inure to the benefit of and be binding upon the Employee,  the Employee's  heirs
and personal  representatives,  and the Company and its  successors and assigns.
Employee agrees to execute all documents necessary to ratify and effectuate such
assignment.

                                     - 12 -

<PAGE>



           5.3 Binding  Effect If  Transferred.  In the event this  Agreement is
transferred by Company, the term "Company" and "Company" used herein shall refer
to and be binding upon the Company's transferee or assignee.


                                   ARTICLE VI

                                     GENERAL
                                     -------

           6.1 Governing Law. This Agreement shall be subject to and governed by
the laws of the State of Florida, irrespective of the fact that the Employee may
be a resident of a different state.

           6.2 Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the Company and the Employee and their  respective  heirs,  legal
representatives, executors, administrators, successors and permitted assigns.

           6.3 Entire Agreement. This Agreement constitutes the entire Agreement
between the parties and contains all of the agreements  between the parties with
respect to the subject  matter  hereof;  this  Agreement  supersedes any and all
other  agreements,  either oral or in writing,  between the parties  hereto with
respect to the subject hereof. No change or modification of this Agreement shall
be valid  unless the same be in writing and signed by both  parties  hereto.  No
waiver of any provisions of this Agreement  shall be valid unless in writing and
signed by the person or party to be charged.

           6.4  Severability.  If any portion of this Agreement shall be for any
reason,  invalid or  unenforceable,  the  remaining  portion or  portions  shall
nevertheless  be valid,  enforceable  and carried into  effect,  unless to do so
would  clearly  violate the  present  legal and valid  intention  of the parties
hereto.

                                     - 13 -

<PAGE>



           6.5 Notices. All notices, demands, requests,  consents,  approvals or
other  communications  required or permitted  hereunder  shall be in writing and
shall be delivered by hand,  registered  or certified  mail with return  receipt
requested or by a nationally recognized overnight delivery service, in each case
with all postage or other delivery  charges  prepaid,  and to the address of the
party to whom it is directed as  indicated  below,  or to such other  address as
such party may  specify  by giving  notice to the other in  accordance  with the
terms hereof. Any such notice shall be deemed to be received (i) when delivered,
if by hand,  (ii) on the next  business  day  following  timely  deposit  with a
nationally  recognized overnight delivery service, or (iii) on the date shown on
the return receipt as received or refused or on the date the postal  authorities
state that delivery cannot be  accomplished,  if sent by registered of certified
mail, return receipt requested.

If to the Company:           Community Care of America, Inc.
                             3050 N. Horseshoe Drive, Suite 260
                             Naples, Florida 33942
                             Attn: President

If to the Employee:          David H. Fater
                             751 Saint George's Court
                             Naples, Florida 33963

           6.6 Independent Legal Counsel.  Employee represents and warrants that
he has had the opportunity to seek the advice of independent legal counsel prior
to signing this  Agreement,  and that the Company has recommended to his that he
obtain such counsel.

           6.7  Attorney's  Fees.  In the event of  litigation  concerning  this
Agreement,  the  prevailing  party shall be entitled to collect  from the losing
party attorney's fees and costs, including those on appeal.

                                     - 14 -

<PAGE>


           IN WITNESS  WHEREOF,  the  Company has caused  this  Agreement  to be
signed by its duly  authorized  officers and its  corporate  seal to be hereunto
affixed,  and the Employee has hereunto set Employee's  hand on the day and year
first above written.

COMPANY                                                                 EMPLOYEE
-------                                                                 --------

COMMUNITY CARE OF AMERICA, INC.
a Delaware Corporation



By: /s/ Gary W. Singleton                          /s/ David H. Fater
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                                                       David H. Fater
Name:  Gary W. Singleton
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Title:   President & CEO
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