EXHIBIT 10.2

                      [LETTERHEAD OF THE BANK OF NEW YORK]

February 20, 1999

Mr. Robert P. Heller, Vice President &
Chief Financial Officer
New England Home Care, Inc.
700 White Plains Road, Suite 363
Scarsdale, New York 10583

Dear Bob:

This letter  confirms that The Bank of New York (the "Bank")  holds  available a
$2,000,000  secured  advised line of credit to New England Home Care,  Inc. (the
"Borrower").

Advances  under the line of credit shall be payable on demand and bear  interest
at a rate per annum equal to the alternate base  commercial  lending rate of the
Bank as publicly  announced  to be in effect  from time to time (the  "Alternate
Base  Rate"),  such rate to change on the  effective  date of any  change in the
Alternate Base Rate.

         "Alternate  Base Rate" shall mean,  for any day, a rate per annum equal
         to the  higher of (i) the Prime Rate in effect on such day and (ii) the
         Federal Funds Rate in effect on such day plus 1/2 of 1%.

For purposes of this definition:

         "Prime Rate" shall mean, for any day, the weighted average of the rates
         on overnight  Federal  funds  transactions  with members of the Federal
         Reserve System arranged by Federal funds brokers, as published for such
         day (or if such  day is not a  business  day,  for the  next  preceding
         business  day,  the  average  of  quotations   for  such  day  on  such
         transactions  received by the Bank from three  Federal funds brokers of
         recognized standing selected by the Bank.

All advances and all principal  payments hereunder shall be endorsed by the Bank
on the sheet  attached to the  Promissory  Grid Note and shall be secured by all
assets of the Borrower pursuant to a security agreement. The Borrower authorizes
the Bank to accept telephonic instructions from a duly authorized representative
of the Borrower,  as indicated by the latest  Corporate  Resolution on file with
the Bank, to make an advance or receive a repayment hereunder and to endorse the
sheet  attached to this  Promissory  Grid Note  accordingly.  All advances  made
hereunder shall be credited to the Borrower's deposit account referred to above,
which credits shall be confirmed to the Borrower by standard advice of credit.

The Borrower agrees that the actual crediting of the sum of money so borrowed to
the Borrower's a deposit account shall constitute  conclusive  evidence that the
advance  was made,  and the  failure  of the Bank to  endorse  the amount of any
advance on the sheet  attached  to this note or to forward  to the  Borrower  an
advice of credit shall not affect the  obligation  of the Borrower to repay such
advance.


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In  addition,  all  advances  under  the line of  credit  shall be  jointly  and
severally  guaranteed  by Health  Acquisition  Corp.,  National Home Health Care
Corp. and Accredited  Health  Services,  Inc. Each guarantee shall be secured by
all assets of the respective  guarantors pursuant to a security  agreement.  The
form of note, security agreement and guarantee to be furnished to the Bank shall
be in form and substance acceptable to the Bank and its counsel.

The amount of Loans  outstanding  under the line of credit  shall not exceed the
lesser of the Borrowing Base or $2,000,000 at any time. As used herein, the term
"Borrowing Base" shall mean (a) eighty percent (80%) of the Borrower's  Eligible
Accounts  Receivable  not more than 90 days past due from the invoice  date plus
(b) fifty percent (50%) of the Borrower's Estimated Unbilled Accounts Receivable
for the  Borrower's  previous  month.  The  Borrowing  Base shall be  calculated
pursuant to the Borrowing Base  Certificate set forth on Exhibit A. In the event
that the amount of the Loans  outstanding  hereunder  ever exceed the  Borrowing
Base, the Borrower shall prepay the outstanding Loans in such an amount as would
be  necessary  to bring  the  amount  outstanding  under  the line of  credit in
compliance with the terms and conditions hereof.

Advances  under the line of credit are subject to the Bank's  satisfaction  with
(i) the  specific  purpose and  expected  time and source of  repayment  of each
advance,  and (ii)  the  Borrower's  and the  guarantors'  financial  condition,
business  prospects and  operations  at the time of each  advance.  As you know,
lines of credit may be cancelled by either  party at any time,  however,  unless
cancelled earlier,  the line of credit shall be held available until January 31,
2000.

Additionally, all outstanding advances under the line of credit shall be reduced
to zero for a period of 30  consecutive  days  during  each  twelve  (12)  month
calendar period in which the line of credit is held available.

Sincerely,

THE BANK OF NEW YORK

/s/ Vito Caraccio

Vito Caraccio
Assistant Vice President


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