EXHIBIT 10.22(o)

                        AMENDMENT TO THE OCTOBER 27, 1996
                              SETTLEMENT AGREEMENT
                              --------------------


     THIS  AMENDMENT  TO THE OCTOBER 27, 1996  SETTLEMENT  AGREEMENT is made and
entered into as of this 1st day of March,  1997,  by and among DAVID L. FRIEDMAN
of  Boulder,  Colorado,  individually  and is his  capacity  as  Trustee  of the
AMETHYST  E.G.  MONTFORT  REVOCABLE  TRUST,  MICHAEL C. TYLER of Camden,  Maine,
MICHAEL B. PRIOR of  Portland,  Maine,  DANIEL J. MAGUIRE of  Harpswell,  Maine,
TERRI-LEE  BROWN of Bangor,  Maine,  ROBERT B. GASS and JUDITH  EPSTEIN  GASS of
Boulder,  Colorado,  ANNE HESS of  Stillwater,  Maine,  MARK  SARKADY of Boston,
Massachusetts,  PETER  R.  TROAST  of South  Freeport,  Maine,  JUDITH  SMITH of
Orrington,  Maine,  CHRISTINE  M.  BOISVERT  of  Springvale,  Maine,  RICHARD A.
BOISVERT  of  Springvale,  Maine,  MARY T.  BAYER of  Portland,  Maine,  LEON M.
BRESLOFF of Portland,  Maine,  ELEANOR J. GOLDBERG of Portland,  Maine, D. WAYNE
SILBY of Washington  D.C.,  DAVID P.  SYLVESTER of  Waterville,  Maine,  SARA J.
SYLVESTER of Waterville,  Maine (each referred to as a "Holder" and collectively
as the "Holders"),  BIRCH GROVE MANAGEMENT  COMPANY,  INC., a Maine corporation,
CEDAR RIDGE  MANAGEMENT,  INC., a Maine  corporation,  CEDAR RIDGE  NURSING CARE
CENTER ASSOCIATES,  a Maine limited  partnership,  HARBOR HILL LIMITED LIABILITY
COMPANY,  a Maine limited liability  company,  HOMEWOOD LIMITED  PARTNERSHIP,  a
Maine limited partnership,  NURSING  ADMINISTRATORS,  INC., a Maine corporation,
OAK GROVE MANAGEMENT COMPANY, INC., a Maine corporation, PINE POINT NURSING CARE
CENTER,  INC.,  a  Maine  corporation,  RIVERRIDGE  MANAGEMENT,  INC.,  a  Maine
corporation,  RIVER RIDGE ASSOCIATES,  a Maine general partnership,  SANDY RIVER
DEVELOPMENT,  INC., a Maine corporation, SANDY RIVER GROUP, a Maine corporation,
SPRINGBROOK  ASSOCIATES,  a Maine general partnership,  SPRINGBROOK  MANAGEMENT,
INC., a Maine corporation, SRG/HOMEWOOD, INC., a Maine corporation, SRG/WINDWARD
GARDENS,  INC., a Maine  corporation,  THE WILLOWS MANAGEMENT  COMPANY,  INC., a
Maine corporation, WILSON STREAM MANAGEMENT, INC., a Maine corporation, WINDWARD
GARDENS LIMITED PARTNERSHIP, a Maine limited partnership,  WOODFORD PARK NURSING
CARE CENTER,  INC., a Maine  corporation  (collectively  the "SRG Entities") and
SANDY RIVER HEALTH SYSTEM LLC, a Maine limited liability  company,  as agent for
the SRG Entities  ("SRHS"),  and  COMMUNITY  CARE OF AMERICA,  INC.,  and CCA OF
MAINE,  INC., both being Delaware  corporations  with their principal  places of
business  in Naples,  Florida  (collectively  "CCA") and CCA acting on behalf of
MEDICAL SUPPLY OF AMERICA and REHAB AMBASSADORS,  such entities being affiliates
of CCA.

                              W I T N E S S E T H:

     WHEREAS,  certain of the Holders and CCA  entered  into a certain  Purchase
Option Agreement, dated June 23, 1995 (the "Option Agreement"); and

     WHEREAS,  certain  of the  Holders  and CCA  entered  into a certain  Stock
Purchase Agreement, dated November 1, 1995 (the "Purchase Agreement"); and


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     WHEREAS,  pursuant to the Option  Agreement and the Purchase  Agreement CCA
issued to the Holders an aggregate of 219,798 shares of common stock,  par value
$.0025 per share, of CCA (the "CCA Shares") and granted to the Holders the right
to require CCA to purchase the CCA Shares back from the Holders at stated prices
and terms (the "Put Option"); and

     WHEREAS,  in October,  1996,  certain of the SRG  Entities  commenced  suit
against CCA, for  injunctive and other relief,  in the State of Maine,  Superior
Court (Androscoggin County), Docket No. CV-96-___ (the "Lawsuit); and

     WHEREAS,  all the  parties  to this  Amendment  entered  into a  Settlement
Agreement dated October 27, 1996 (the "Settlement  Agreement"),  attached hereto
as Exhibit A, to resolve the issues raised by the Lawsuit and to modify  certain
portions of the Option Agreement; and

     WHEREAS,  pursuant to the Settlement  Agreement,  CCA acknowledged that the
Holders  had  exercised  the Put  Option  and the  Holders  agreed not to demand
payment on the Put Option from CCA until the earlier of a "Sale  Transaction" as
defined in the Settlement Agreement or February 28, 1997; and

     WHEREAS,  pursuant to Section 5(b) of the Settlement Agreement, the Holders
have now properly demanded payment from CCA of the stock put to CCA; and

     WHEREAS,  CCA has failed to timely pay for the stock put to CCA pursuant to
the Settlement  Agreement and now seeks to amend the  Settlement  Agreement with
respect to its payment obligation; and

     WHEREAS,  the parties to this Amendment have determined that it is in their
mutual  best  interest  to  amend  Sections  5(b),  6  and 7 of  the  Settlement
Agreement, on the terms and conditions set forth in this Amendment; and

     WHEREAS,  except as specifically  amended herein, the Settlement  Agreement
remains in full force and effect.

     NOW, THEREFORE,  for valuable consideration,  the receipt and sufficient of
which are hereby  acknowledged,  the parties amend Sections 5(b), 6 and 7 of the
Settlement Agreement as follows:

     1.  AMOUNT TO BE PAID BY CCA. In full  satisfaction  and  discharge  of its
obligation  to purchase the common stock of CCA pursuant to Sections  5(b) and 6
of the Settlement  Agreement,  CCA shall pay to the Holders the aggregate sum of
Two  Million  One  Hundred   Eighty-One   Thousand   Seven  and  19/100  Dollars
($2,181,007.19), payable as follows:


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          (i)  CCA  shall  pay to the  Holders  Five  Hundred  Thousand  Dollars
     ($500,000.00) in cash  simultaneously  with the execution by all parties of
     this Amendment; and

          (ii) On the earlier of either (a)  September 1, 1997,  or (b) the sale
     of all or substantially  all of the assets of CCA or the sale of a majority
     of the issued and  outstanding  shares of stock of CCA to a third party, or
     the  merger of CCA with or into  another  entity,  or any  similar  type of
     transaction,  CCA will pay to the  Holders  the  remaining  principal,  One
     Million  Six  Hundred   Eighty-One   Thousand   Seven  and  19/100  Dollars
     ($1,681,007.19),  together with interest accruing from February 28, 1997 on
     the principal amount outstanding from time to time at the rate of 8.50% per
     annum.  CCA shall pay  interest to Holders on the  thirtieth  (30th) day of
     every month until final payment, commencing with the first interest payment
     due on or before April 30, 1997.

     2. MEANS OF PAYMENT.  All  amounts to be paid by CCA  pursuant to Section 1
above shall be paid as follows:  by wire transfer to: Key Bank, One Canal Plaza,
Portland,  Maine  04101,  ABA  #011200608;  for the account of:  Curtis  Thaxter
Stevens Broder & Micoleau LLC, client escrow account #002-1929-0.  Payment shall
be deemed to have been made on the date on which the wire transfer is complete.

     3. SECURITY FOR PAYMENT.  As security for payment,  simultaneously with the
execution  by all  parties  of this  Amendment,  CCA shall  deliver  to James N.
Broder, as escrow agent for Holders, a Promissory Note of CCA, dated as of March
1, 1997 in the principal amount of One Million Six Hundred  Eighty-One  Thousand
Seven and 19/100 Dollars  ($1,681,007.19)  payable to Holders, such Note in form
and  substance  identical  to that  attached  hereto as  Exhibit B. As stated in
Exhibit B, interest shall accrue from February 28, 1997 on the principal  amount
outstanding  from time to time at the rate of 8.50% per  annum;  the Note  shall
require  CCA to pay  interest  to Holders on the  thirtieth  (30th) day of every
month until final payment,  commencing with the first interest payment due on or
before April 30, 1997.

     4. SALE OF SHARES.

          (a) The Holders agree to deliver to John Hock of Smith  Barney,  Inc.,
Philadelphia,  Pennsylvania,  (or other stock broker  identified  by CCA if John
Hock is  unwilling  to  accept  delivery  of the CCA  Shares)  all  certificates
representing  the CCA Shares,  together with duly executed stock powers and such
other  documents as may be  reasonably  necessary or  appropriate  to effect the
transfer of the CCA Shares as aforesaid.  The Holders agree through John Hock to
sell all of the CCA  Shares  over a period of thirty  (30) days,  commencing  no
later than August 1, 1997 (the "Sale Period"), to the extent legally permissible
under Rule 144 of the  Securities and Exchange  Commission  under the Securities
Act of 1933, as amended  ("Rule 144").  CCA agrees to furnish a legal opinion to
Holders and John Hock that the  proposed  sale of the CCA Shares  complies  with
Rule 144. CCA further  agrees to (i) indemnify and hold harmless the Holders and
their agents from any claim against the Holders and/or their Agents made by

                                        3

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anyone  arising out of or  relating to the sale of the CCA Shares;  (ii) pay all
legal costs,  including  attorneys fees, incurred by Holders related to any such
claim; and (iii) assume the defense of any such claim. The Holders will instruct
John  Hock  that  the  sale of the CCA  Shares  shall  not at any  time,  in the
aggregate,  exceed Sixty Thousand  (60,000) shares during any period of five (5)
consecutive  business  days.  CCA shall have no  recourse  to the Holders in the
event John Hock fails to follow the  foregoing  instructions.  The proceeds from
the sale of the CCA Shares, net of all brokerage commissions and other expenses,
shall  be  paid  to the  Holders  in  the  manner  described  in  Section  2 and
automatically shall offset and reduce amounts owing under the Promissory Note on
a  dollar-for-dollar  basis.  The amount of such payment  shall be applied first
against  unpaid fees and costs of collection of the note,  then against  accrued
and unpaid interest and then against principal. Payment of the proceeds shall be
made by wire  transfer  pursuant to the  instructions  set forth in Section 2 of
this Amendment.

     5.  APPOINTMENT OF AGENT WITH RESPECT TO HOLDERS'  RECEIPT OF PAYMENTS FROM
CCA. The Holders  irrevocably appoint James N. Broder,  Esquire,  Curtis Thaxter
Stevens Broder & Micoleau LLC, One Canal Plaza,  Portland,  Maine 04101 as agent
(the "Escrow  Agent") to receive all payments from CCA and/or  proceeds from the
sale of CCA Shares,  as provided for in this  Amendment.  The Holders agree that
upon receipt of any  payments,  the funds  received,  net of the Escrow  Agent's
expenses shall be disbursed  according to the percentages set forth in Exhibit C
attached  hereto.  Expenses  include the Escrow  Agent's fees for services since
January 31, 1997 in connection with the Settlement Agreement,  expenses incurred
in connection  with the  negotiation  and  execution of this  Amendment and such
other expenses  related to the delivery of CCA Shares and collection of funds as
described  herein.  Payments from Escrow Agent to Holders shall be made by check
drawn on the Curtis Thaxter Stevens Broder & Micoleau LLC client escrow account.
The Holders  expressly  release the Escrow Agent from all liability arising from
his service as Escrow Agent, except for his intentional  tortious acts, it being
acknowledged  by the Holders  that the Escrow  Agent's  willingness  to serve is
premised on this  release of Escrow  Agent.  The Holders also  authorize  Escrow
Agent to deliver  the  certificates  evidencing  the CCA Shares as  required  in
Section 4 of this Amendment.

     6.  REPRESENTATIONS  AND WARRANTIES OF CCA AND CCA MAINE. CCA and CCA Maine
jointly and severally warrant and represent to the Holders, the SRG Entities and
SRHS as follows:

          (a) Each of CCA and CCA Maine is a validly created corporation in good
standing  under the laws of Delaware and has been  authorized  by all  necessary
corporate  action to execute  and deliver  this  Amendment  and to complete  the
transactions  described herein.  Certified corporate  resolutions to that effect
will be delivered to Agent within five (5) days of execution of this Amendment;

          (b) Neither CCA nor CCA Maine is required to obtain the consent of any
party in order to enter  into  this  Amendment  and to  perform  its  respective
obligations hereunder.


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          (c) Accept as  disclosed  on Exhibit D  attached  hereto,  there is no
litigation  pending or threatened,  nor any proceeding before any other court or
tribunal either pending or threatened against CCA or CCA Maine that would have a
material  adverse  effect  upon  the  performance  by CCA or CCA  Maine of their
respective obligations under this Amendment.

     7.  REPRESENTATIONS  AND  WARRANTIES BY THE SRG ENTITIES.  The SRG Entities
jointly and severally warrant to CCA and CCA Maine as follows:

          (a) Each of the SRG Entities is a validly created corporation, general
partnership,  limited  partnership or limited liability company, as the case may
be, in good  standing  under the laws of Maine  and has been  authorized  by all
necessary corporate action to execute and deliver this Amendment and to complete
the transactions described herein.

          (b) None of the SRG  Entities is required to obtain the consent of any
party in order to enter  into  this  Amendment  and to  perform  its  respective
obligations hereunder.

     8.  REPRESENTATIONS  AND  WARRANTIES  BY SRHS.  SRHS jointly and  severally
warrant to CCA and CCA Maine as follows:

          (a)  SRHS  is a  validly  created  corporation,  general  partnership,
limited  partnership or limited liability  company,  as the case may be, in good
standing  under  the laws of  Maine  and has been  authorized  by all  necessary
corporate  action to execute  and deliver  this  Amendment  and to complete  the
transactions described herein.

          (b) SRHS is  required  to obtain the  consent of any party in order to
enter into this Amendment and to perform its respective obligations hereunder.

     9.  REPRESENTATIONS AND WARRANTIES BY THE HOLDERS.  The Holders jointly and
severally warrant to CCA and CCA Maine as follows:

          (a) None of the Holders is required to obtain the consent of any party
in order  to  enter  into  this  Amendment  and to  perform  his/her  respective
obligations hereunder.

     10. MISCELLANEOUS.  This Amendment to the Settlement Agreement contains the
entire  agreement  between  the parties  with  respect to the  amendment  of the
Settlement  Agreement and the terms of this  Amendment are actual and not a mere
recital. As modified in this Amendment, the Settlement Agreement remains in full
force and effect and the parties  ratify and reaffirm  their  obligations to one
another thereunder. CCA reaffirms its existing obligation contained in paragraph
7 of the Settlement  Agreement that in the event CCA fails to make payment of or
to otherwise  perform under this  Amendment  and/or  Settlement  Agreement,  the
Holders  shall be entitled to recover from CCA their  reasonable  legal fees and
expenses  in  addition  to any other  damage  incurred  by reason of CCA's  said
failure.  CCA  agrees  to pay  Holders'  legal  fees and  expenses  incurred  in
negotiating and finalizing this Amendment within (ten) 10 days of

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presentment of a statement.  This Amendment may be executed in counterparts  all
of which  taken  together  shall  constitute  one  enforceable  instrument.  The
undersigned  state  that each has read  this  Amendment  and knows the  contents
thereof and signs the same of its own free act. This Amendment shall be governed
in accordance with the laws of the State of Maine.

     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first above written.

                               COMMUNITY CARE OF AMERICA, INC.



                               By:__________________________________
                                     Deborah A. Lau, President and Chief
                                     Executive Officer


                               CCA OF MAINE, INC.



                               By:__________________________________
                                     Deborah A. Lau, President and Chief
                                     Executive Officer




                               -------------------------------------
                               David L. Friedman individually and as Trustee
                               of the Amethyst E.G. Montfort Revocable
                               Trust



                               -------------------------------------
                                Michael C. Tyler



                               -------------------------------------
                                Michael B. Prior


                                        6

<PAGE>



                               -------------------------------------
                                Daniel J. Maguire



                               -------------------------------------
                                 Terri Lee Brown



                               -------------------------------------
                                 Robert B. Gass



                               -------------------------------------
                               Judith Epstein Gass



                               -------------------------------------
                               Anne Hess



                               -------------------------------------
                               Mark Sarkady



                               -------------------------------------
                                 Peter R. Troast



                               -------------------------------------
                               Judith Smith



                               -------------------------------------
                              Christine M. Boisvert

                                        7

<PAGE>





                               -------------------------------------
                               Richard A. Boisvert



                               -------------------------------------
                                  Mary T. Bayer



                               -------------------------------------
                                Leon M. Bresloff



                               -------------------------------------
                               Eleanor J. Goldberg




                               -------------------------------------
                                 D. Wayne Silby



                               -------------------------------------
                               David P. Sylvester



                               -------------------------------------
                                Sara J. Sylvester


                             BIRCH GROVE MANAGEMENT
                                 COMPANY, INC.,


                               By:_______________________________
                                     David L. Friedman, its President


                                        8

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                               CEDAR RIDGE MANAGEMENT, INC.,


                               By:_______________________________
                                     David L. Friedman, its President


                               CEDAR RIDGE NURSING CARE CENTER
                               ASSOCIATES,

                               By:          SANDY RIVER GROUP, its
                                            General Partner

                               By:_______________________________
                                     David L. Friedman, its President


                               HARBOR HILL LIMITED LIABILITY
                               COMPANY


                               By:_______________________________
                                     David L. Friedman, its President


                               HOMEWOOD LIMITED PARTNERSHIP


                               By:_______________________________
                                     David L. Friedman, its President


                               NURSING ADMINISTRATORS, INC.


                               By:_______________________________
                                     David L. Friedman, its President




                                        9

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                              OAK GROVE MANAGEMENT
                                  COMPANY, INC.


                               By:_______________________________
                                     David L. Friedman, its President


                               PINE POINT NURSING CARE CENTER,
                               INC.


                               By:_______________________________
                                     David L. Friedman, its President


                               RIVERRIDGE MANAGEMENT, INC.


                               By:_______________________________
                                     David L. Friedman, its President


                             RIVER RIDGE ASSOCIATES

                               By:          SANDY RIVER GROUP, its
                                            General Partner


                               By:_______________________________
                                     David L. Friedman, its President


                               SANDY RIVER DEVELOPMENT, INC.


                               By:_______________________________
                                     Michael C. Tyler, its President




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<PAGE>



                                SANDY RIVER GROUP


                               By:_______________________________
                                     David L. Friedman, its President


                             SPRINGBROOK ASSOCIATES

                               By:_______________________________
                                     SANDY RIVER GROUP, its
                                     General Partner


                               By:_______________________________
                                     David L. Friedman, its President


                               SPRINGBROOK MANAGEMENT, INC.


                               By:_______________________________
                                     David L. Friedman, its President


                               SRG/HOMEWOOD, INC.


                               By:_______________________________
                                     David L. Friedman, its President


                               SRG/WINDWARD GARDENS, INC.


                               By:_______________________________
                                     David L. Friedman, its President

                             THE WILLOWS MANAGEMENT
                                  COMPANY, INC.


                               By:_______________________________
                                     David L. Friedman, its President

                                       11

<PAGE>



                               WILSON STREAM MANAGEMENT, INC.


                               By:_______________________________
                                     David L. Friedman, its President


                               WINDWARD GARDENS LIMITED
                               PARTNERSHIP

                               By:_______________________________

                                            WINDWARD GARDENS
                                            LIMITED LIABILITY COMPANY,
                                            its General Partner


                               By:_______________________________
                                     David L. Friedman, its President


                               WOODFORD PARK NURSING CARE
                               CENTER, INC.


                               By:_______________________________
                                     David L. Friedman, its President


                               SANDY RIVER HEALTH SYSTEM LLC


                               By:_______________________________
                                     David L. Friedman, its Member


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