WAIVER AND AMENDMENT AGREEMENT WAIVER AND AMENDMENT AGREEMENT,  dated as of
April 14, 1997 among Daiwa Healthco-2 LLC, a Delaware limited  liability company
(the  "Lender"),  CCA Funding  LLC, a Delaware  limited  liability  company (the
"Borrower")  and Community Care of America,  Inc., a Delaware  corporation  (the
"CCA").

     The  Borrower,  the Lender and CCA have  entered  into a Loan and  Security
Agreement,  dated as of December 23, 1996 (as the same may be amended, modified,
restated or  supplemented,  the "Loan  Agreement")  pursuant to which the Lender
makes  revolving  Loans  to the  Borrower  secured  by  healthcare  receivables.
Capitalized terms used but not defined herein shall have the meanings given such
terms in the Loan Agreement.

     The Borrower has requested that the Lender waiver certain provisions of the
Loan Agreement and amend certain provisions of the Loan Agreement.

     For valuable consideration,  the receipt and sufficiency of which is hereby
acknowledged,  and subject to the fulfillment of the conditions set forth below,
the parties hereto agree as follows:

                  SECTION 1. AMENDMENTS TO THE LOAN AGREEMENT.

     1.1  Clause (i) of Section  1.05(a) is amended in its  entirety  to read as
follows:

               "(i) beginning March 10, 1997, on the Basic Borrowing  Amount (or
               any lesser principal amount outstanding from time to time), at an
               interest  rate per annum equal to the LIBO Rate for the  Interest
               Period in effect for such  Revolving  Advance plus a margin equal
               to 2.25% which  margin  shall  increase by 0.50% on April 1, 1997
               and on the first Business Day of each month  thereafter that this
               clause (a) is applicable, and"

     1.2 Clause  (ii) of Section  1.05(a)  is  amended  by  deleting  the phrase
"during the Special Period," where it appears therein.

     1.3 Clause SECOND of Section 2.02 of the Loan  Agreement is hereby  amended
in its  entirety to read as follows:  "SECOND,  to the Lender,  (i) an amount in
cash equal to the payment,  if any, of principal on the Revolving Loan up to the
Basic Borrowing  Amount due and payable on such Funding Date,  until such amount
has been paid in full and (ii) an amount in cash equal to the  payment,  if any,
of principal on the Revolving Loan in excess of the Basic Borrowing Amount until
such amount has been paid in full;"

1.4  The  definition  of  "Special  Period"

contained  in Exhibit I is  amended by  deleting  the  phrase  "the three  month
anniversary  of the Initial  Funding  Date" and  inserting in its place the date
"April 1,  1996".SECTION  2.  WAIVERS2.1  CCA has  removed a Provider  under the
Healthcare Receivables Purchase and Transfer Agreement, dated as of December 23,
1196 (as amended, modified, supplemented or restated, the "RPA") among CCA, each
of the Providers named therein and the Borrower.  Such removal (the  "Prohibited
Removal")   constitutes   an   Event  of   Termination   pursuant   to   Section
5.19(b)(iii)(x)  and (y) of the RPA and an Event of Default  under Clause (d) of
Exhibit V of the Loan  Agreement.  Subject to the  fulfillment of the conditions
set forth below,  the Lender  hereby  waives the Event of Default under the Loan
Agreement  caused by the Prohibited  Removal.2.2 the Borrower is in violation of
clause(j)(ix)  of Exhibit IV of the Loan  Agreement,  the violation of which has
resulted in an Event of Default.  The Lender hereby waives such Event of Default
solely  for the 1996  fiscal  year of the  Borrower,  provided  that each of the
Borrower  and CCA allow an agent of the  Lender to conduct an audit of books and
records of CCA and the Borrower,  in scope and substance  necessary to reach the
conclusions  that would otherwise have been covered by the certificate  required
under  clause(j)(ix) of Exhibit IV to the Loan Agreement.  Should the Lender, in
its sole  discretion,  determine  that CCA or the  Borrower  has not allowed the
Lender's  agent access to its books and records or is otherwise not  cooperating
with the audit,  the waiver contained in this Section 2.2 shall be null and void
and the Event of  Default  described  herein  shall be  reinstated.  SECTION  3.
CONDITIONS  PRECEDENT  This  Amendment  Agreement  (the  "Agreement")  shall  be
effective upon the execution and delivery of counterparts  hereof by the parties
listed  below  and  the   fulfillment  of  the  following   conditions.3.1   All
representations and warranties  contained in this Agreement or otherwise made in
writing to the Lender in  connection  herewith  shall be true and correct in all
material  respects.  3.2 No unwaived event shall have occurred and be continuing
which  constitutes  a Default or an Event of Default.  3.3 The Primary  Servicer
shall have  issued a Warrant  To  Purchase  Common  Stock of  Community  Care of
America,  Inc. in the form of Exhibit A attached hereto.  3.4 Integrated  Health
Services  shall have  executed a Guaranty  in favor of the Lender in the form of
Exhibit B attached hereto. SECTION 4. MISCELLANEOUS 4.1 Each of the Borrower and
CCA reaffirms and restates the  representations  and warranties set forth in the
Loan Agreement and the RPA, and all such representations and warranties shall be
true and correct on the date hereof with the same force and effect as if made on
such date.  Each of the  Borrower and CCA  represents  and warrants as to itself
(which  representations  and warranties shall survive the execution and delivery
hereof) to the Agent  that:  (a) No consent of any  person,  including,  without
limitation,  shareholders,  members or  creditors of the Borrower or CCA, and no
action of, or filing with any

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   governmental  or public body or  authority  is required to  authorize,  or is
otherwise required in connection with the execution, delivery and performance of
this Agreement; (b) This Agreement has been duly executed and delivered by

   a duly  authorized  officer on behalf of each of the  Borrower  and CCA,  and
 constitutes the legal, valid and binding obligations of each, enforceable in

  accordance with its terms, except as enforcement thereof may be subject to the
   effect  of  any  applicable  (i)  bankruptcy,   insolvency,   reorganization,
   moratorium or similar law affecting creditors' rights generally and (ii)

 general principles of equity (regardless of whether enforcement is sought in
    a proceeding in equity or at law); and (c) The execution, delivery and

performance of this  Agreement  will not violate any law,  statute or regulation
  applicable to the Borrower or CCA, or any order or decree of any court or

governmental instrumentality applicable to such company, or conflict with, or
    result in the breach of, or constitute a default under any contractual

 obligation of such company. 4.2 Except as herein expressly amended, the Loan
   Agreement and the other Documents are each ratified and confirmed in all

 respects and shall remain in full force and effect in accordance with their
respective terms. 4.3 Except as specifically set forth herein, nothing herein

   contained  shall  constitute  a waiver or be  deemed  to be a waiver,  of any
 existing  Defaults or Events of Default or of any Events of  Termination  under
 the RPA and the Lender reserves all rights and remedies granted to it by the

    Loan Agreement and the other Documents, by law and otherwise. 4.4 All
     references to the Loan Agreement in any Document shall mean the Loan

    Agreement  as amended  hereby.  4.5 This  Agreement  may be  executed by the
 parties hereto  individually  or in combination,  in one or more  counterparts,
 each of which shall be an original  and all of which shall  constitute  one and
 the same agreement. A facsimile signature page shall constitute an original

    for the purposes hereof. 4.6 THIS AGREEMENT SHALL BE GOVERNED BY, AND
  CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW

 YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF. IN
  WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly

executed and delivered by their proper and duly authorized officers as of the
 day and year first above written. DAIWA HEALTHCO-2 LLC By: DAIWA SECURITIES

AMERICA, Its Manager By: Giles Hunt Vice President COMMUNITY CARE OF AMERICA,
            INC. By: Name: Title: CCA FUNDING LLC By: Name: Title:

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