REIMBURSEMENT AGREEMENT


           REIMBURSEMENT  AGREEMENT  (the  "Agreement"),  dated as of April  14,
1997, by and between  INTEGRATED HEALTH SERVICES,  INC., a Delaware  corporation
having an address  at 10065 Red Run  Boulevard,  Owings  Mills,  Maryland  21117
("IHS"),  and COMMUNITY CARE OF AMERICA,  INC., a Delaware corporation having an
address at 3050 N. Horseshoe Drive, Naples, Florida 33942 ("CCA").

                                                              WITNESSETH:

           WHEREAS,  CCA  has  entered  into  that  certain  Loan  and  Security
Agreement with Daiwa Healthco-2 LLC ("Daiwa") dated as of December 23, 1996 (the
"Loan Agreement");

           WHEREAS,  as a condition to  extending to CCA certain  accommodations
under the Loan  Agreement,  Daiwa has required  that IHS provide a guaranty (the
"Daiwa Guaranty")  securing the repayment of all amounts owing from CCA to Daiwa
under the Loan Agreement in excess of the Basic Borrowing Amount, as well as the
payment  of any and all  reasonable  costs and  expenses  (including  reasonable
counsel fees and  expenses)  paid or incurred by Daiwa in  enforcing  its rights
under the Daiwa Guaranty;

           WHEREAS,  CCA has  entered  into a letter  agreement  with Health and
Retirement  Properties  Trust  ("HRPT")  dated as of April 14, 1997 (the "Letter
Agreement");

           WHEREAS,  in accordance with the Letter Agreement,  HRPT has required
that IHS provide a guaranty (the "HRPT Guaranty")  securing certain  obligations
owed by CCA to HRPT;

           WHEREAS,  as a condition to providing the Daiwa Guaranty and the HRPT
Guaranty,  IHS  requires  that CCA agree to  reimburse  IHS for any amounts that
become payable by IHS in respect of the Daiwa Guaranty and the HRPT Guaranty.

           NOW, THEREFORE,  in consideration of the mutual promises  hereinafter
set forth,  and for other good and valuable  consideration,  the parties  hereby
agree as follows:

           1.  Subject  to any  waiver  by IHS of the  right to  subrogation  or
reimbursement  contained in the Daiwa  Guaranty  and/or the HRPT  Guaranty,  CCA
shall, on demand,  reimburse IHS for any amounts paid by IHS on behalf of CCA in
accordance  with the  terms of the Daiwa  Guaranty  and/or  the HRPT  Guarantee,
including any costs, fees, charges and expenses (including reasonable legal fees
and expenses of counsel) arising out of the negotiation, preparation or issuance
of,  or  performance  under,  the  Daiwa  Guaranty  and/or  the  HRPT  Guarantee
(collectively, the "Reimbursement Obligations").



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           2. Any and all amounts which become owing to IHS by CCA in respect of
the Reimbursement  Obligations  shall bear interest,  from the date such amounts
are advanced by IHS under the  applicable  guaranty  until paid in full,  at the
rate of fifteen (15%) percent per annum.

           3. This Agreement  shall remain in full force and effect until all of
the  Reimbursement  Obligations  shall have been fully,  finally and irrevocably
satisfied  and IHS has been fully,  finally and  irrevocably  released  from all
obligations with respect to the Daiwa Guaranty and the HRPT Guaranty.

           4. All  agreements  between  CCA and IHS herein are hereby  expressly
limited so that in no contingency or event whatsoever,  shall the amount paid or
agreed  to be paid to IHS  for  the  use,  forbearance  or  detention  of  money
hereunder  exceed the maximum  permissible  under  applicable  law. If, from any
circumstance  whatsoever,  the fulfillment of any provision  hereof, at the time
performance of such provision shall be due, shall involve transcending the limit
of validity  prescribed by law, then, IPSO FACTO, the obligation to be fulfilled
shall be reduced to the limit of such validity, and if from any circumstance IHS
should ever receive as interest an amount which would exceed the highest  lawful
rate,  such amount  which would be  excessive  interest  shall be applied to the
reduction  of the  principal  of the  Reimbursement  Obligations  and not to the
payment of interest.

           5. Any  notice or other  communication  by either  party to the other
shall be in  writing  and shall be given and be deemed to have been duly  given,
upon the date  delivered if delivered  personally  or upon the date  received if
mailed postage pre-paid, registered, or certified mail, addressed as follows:

           TO CCA:              Community Care of America, Inc.
                                3050 North Horseshoe Drive, Suite 260
                                Naples, Florida 33942
                                Attention: President

           TO IHS:              Integrated Health Services, Inc.
                                10065 Red Run Boulevard
                                Owings Mills, MD  21117
                                Attention: General Counsel

or to such other  address,  and to the attention of such other person or officer
as either party may designate in writing by notice.

           6. The  substantive  laws of the State of Maryland  shall  govern the
validity, construction, enforcement and interpretation of this Agreement and all
other documents and instruments  referred to herein,  unless otherwise specified
therein.   Whenever  possible,   each  provision  of  this  Agreement  shall  be
interpreted  in such manner as to be effective and valid under  applicable  law,
but if any provision of this Agreement shall be prohibited or invalid under

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applicable law, such provision  shall be ineffective  only to the extent of such
prohibition or invalidity,  without invalidating the remainder of such provision
or the remaining provisions of this Agreement.

           7. Neither this  Agreement nor any  provision  hereof may be changed,
waived,  discharged or terminated  orally,  but only by an instrument in writing
signed by the party against which enforcement of the change,  waiver,  discharge
or  termination  is sought.  This  Agreement  shall be binding  upon CCA and its
successors and assigns,  and shall inure to the benefit of and be enforceable by
the IHS and its successors and assigns.

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

                                          INTEGRATED HEALTH SERVICES, INC.


                                          By: _____________________________
                                          Name:
                                          Title:


                                          COMMUNITY CARE OF AMERICA, INC.


                                          By: _____________________________
                                          Name:
                                          Title:


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