REVOLVING CREDIT NOTE


$7,500,000.00 (U.S.)                                            October 24, 2001

     FOR  VALUE   RECEIVED,   NATIONAL  HOME  HEALTH  CARE  CORP.,   a  Delaware
corporation,  HEALTH ACQUISITION CORP., a New York corporation, NEW ENGLAND HOME
CARE, INC., a Connecticut  corporation,  ACCREDITED HEALTH SERVICES, INC., a New
Jersey  corporation,   and  CONNECTICUT  STAFFING  WORKS  CORP.,  a  Connecticut
corporation (collectively the "Borrowers"),  promise to pay to the order of HSBC
BANK USA, a New York banking  corporation having an office at 17 South Broadway,
Nyack,  New York 10960, its successors and assigns (the "Bank") or at such other
place as the  holder  hereof may from time to time  designate  in  writing,  the
principal  sum of  Seven  Million  Five  Hundred  Thousand  and  00/100  Dollars
($7,500,000.00) or so much thereof as may be outstanding (the "Maximum Principal
Amount") in lawful money of the United  States of America with  interest on such
principal  amount  outstanding from time to time to be computed from the date of
each principal advance  hereunder at the Interest Rate (as hereinafter  defined)
as provided  herein.  Defined terms used in this Note and not otherwise  defined
herein shall have the meaning ascribed to them in the Credit Agreement, dated as
of the date hereof,  between Borrowers and Bank (as in effect from time to time,
the "Credit  Agreement").  All amounts under this Note shall be payable  without
setoff,  counterclaim or any other deduction whatsoever. This Note is one of two
revolving  promissory  notes  issued  under the  Credit  Agreement,  each in the
maximum principal amount of $7,500,000.00;  for avoidance of doubt,  however, at
no time may the  aggregate  outstanding  principal  amount under both  revolving
promissory notes exceed $7,500,000.00.

1. SECURITY.  Borrowers have granted Bank a security  interest in the collateral
described in the Loan Documents.  Borrowers shall execute  documents  reasonably
required by Bank to create and perfect Banks security  interest  including,  but
not limited to, Security  Agreements and UCC-1 Financing  Statements all in form
and substance acceptable to Bank.

2. INTEREST RATE. Interest shall be charged on the outstanding principal balance
under this Note from the date  advanced  to the date on which the full amount of
principal due hereunder  has been paid at a rate of, at the  Borrower's  option,
either,  1-month,  2-month or 3-month  LIBOR  plus 225 basis  points  ("Interest
Rate"),  except as set forth in Paragraph 4 below.  "LIBOR" is the rate for U.S.
dollar  deposits for the respective  1-month,  2-month or 3-month  maturities as
reported on  telerate  page 3750 as of 11:00 a.m.,  London  time,  on the second
London  business day before the relevant  interest  period  begins (or if not so
reported, then as determined by Bank from another recognized source or interbank
quotation).  Anything herein to the contrary notwithstanding,  in no event shall
more than three (3) Interest Periods be in effect at any time.

3. INTEREST PERIOD. With respect to that portion of the Loan bearing interest at
a LIBOR rate, a period of 1-month, 2-months or 3-months (the "Interest Period"),
to the extent  deposits with such  maturities are available to Bank, as selected
by Borrowers in accordance with

<PAGE>

this Note and the Credit Agreement.

4. DEFAULT  RATE.  In addition to all other rights  contained in this Note, if a
Default  (as  defined  herein)  or Event of  Default  (as  defined in the Credit
Agreement)  occurs and as long as a Default or Event of Default  continues,  all
outstanding  Loans shall bear  interest at the  Interest  Rate plus 3% ("Default
Rate").  The  Default  Rate  shall  apply  from  demand  until such Loans or any
judgment thereon is paid in full.

5.  INTEREST AND FEES(S)  COMPUTATION  (ACTUAL/360).  Interest and fees, if any,
accruing  under this Note,  shall be computed on the basis of a 360-day year for
the actual number of days in the applicable period  ("Actual/360  Computation").
The Actual/360  Computation  determines the annual effective yield by taking the
stated  (nominal) rate for a year's period and then dividing said rate by 360 to
determine the daily  periodic rate to be applied for each day in the  applicable
period.  Application  of  the  Actual/360  Computation  produces  an  annualized
effective rate exceeding the nominal rate.

6. PREPAYMENT ALLOWED. This Note may be prepaid in whole or in part at any time,
without prepayment fee or penalty,  provided Borrowers pay any additional amount
deemed  necessary  by Bank to  compensate  the  Bank  for any  losses,  costs or
expenses which the Bank incurs or will incur as a result of such prepayment,  if
during any Interest  Period.  Any prepayment  shall include accrued interest and
all other sums then due under any of the Loan Documents.  No partial  prepayment
shall  affect the  obligation  of  Borrowers to make any payment of principal or
interest due under this Note on the date specified  below in the Repayment Terms
paragraph of this Note until this Note has been paid in full.

7. REPAYMENT  TERMS.  This Note shall be payable in monthly  payments of accrued
interest only,  payable in arrears on the first day of each month (the "Interest
Payment Date"),  and on the Expiration  Date, if same is not an Interest Payment
Date,  or if  said  dates  are not  Business  Days,  on the  next  Business  Day
immediately thereafter, when all remaining principal and interest shall be due.

8.  APPLICATION  OF  PAYMENTS.  Monies  received  by Bank  from any  source  for
application  toward  payment of principal of, and interest  accruing  under this
Note, shall be applied to accrued  interest and then to principal.  If a Default
or Event of Default  occurs,  monies may be  applied to the  Obligations  in any
manner or order deemed appropriate by Bank consistent with applicable law.

     If any payment  received by Bank under this Note or other Loan Documents is
rescinded,  avoided or for any reason  returned  by Bank  because of any adverse
claim or threatened  action,  the returned  payment  shall remain  payable as an
obligation  of all persons  liable  under this Note or other Loan  Documents  as
though such payment had not been made.

9. LATE CHARGE.  If any payments under this Note are not timely made,  Borrowers
shall also pay to Bank a late charge equal to 5% of each payment past due for 10
or more days.

Acceptance by Bank of any late payment without an accompanying late charge shall
not be

<PAGE>

deemed a waiver of Bank's right to collect such late charge or to collect a late
charge for any subsequent late payment received.

10.  ATTORNEYS'  FEES AND OTHER  COLLECTION  COSTS.  Borrowers  shall pay all of
Bank's reasonable expenses incurred to enforce or collect any of the Obligations
including, without limitation, reasonable arbitration,  paralegals',  attorneys'
and experts' fees and expenses,  whether  incurred without the commencement of a
suit,  in  any  trial,  arbitration,  or  administrative  proceeding,  or in any
appellate or bankruptcy proceeding.

11.  USURY.  Anything in this Note or any other Loan  Documents  to the contrary
notwithstanding,  if at any time the  effective  interest  rate  under this Note
would,  but for this  paragraph,  exceed the maximum  lawful rate, the effective
interest rate under this Note shall be the maximum  lawful rate,  and any amount
received by Bank in excess of such rate shall be applied to  principal  and then
to fees and expenses, or, if no such amounts are owing, returned to Borrowers or
other applicable person.

12. INTENTIONALLY OMITTED.

13. DEFAULT.  An Event of Default under the Credit  Agreement shall be a default
("Default") under this Note.

14.  REMEDIES UPON DEFAULT.  If a Default or Event of Default  occurs under this
Note or any Loan Documents and is  continuing,  Bank may at any time during such
pendency, take the actions set forth in the Credit Agreement.

15. WAIVERS AND AMENDMENTS. No waivers, amendments or modifications of this Note
shall be valid, except as provided in the Credit Agreement. No waiver by Bank of
any Default or Event of Default  shall  operate as a waiver of any other Default
or Event  of  Default  or the same  Default  or  Event  of  Default  on a future
occasion.  Neither the  failure nor any delay on the part of Bank in  exercising
any right,  power,  or remedy  under this Note and other  Loan  Documents  shall
operate  as a waiver  thereof,  nor shall a single or partial  exercise  thereof
preclude  any other or further  exercise  thereof or the  exercise  of any other
right, power or remedy.

Each Borrower or any person liable under this Note waives presentment,  protest,
notice of  dishonor,  demand for  payment,  notice of  intention  to  accelerate
maturity,  notice  of  acceleration  of  maturity,  notice of sale and all other
notices of any kind.  Further,  each  agrees  that Bank may extend or renew this
Note or make a novation of the loan  evidenced by this Note for any period,  and
grant any releases,  compromises or  indulgences  with respect to any collateral
securing  this Note,  or with respect to any other  Borrower or any other person
liable under this Note or other Loan Documents, all without notice to or consent
of each  Borrower or each person who may be liable  under this Note or any other
Loan Document and without affecting the liability of such Borrower or any person
who may be liable under this Note or any other Loan Document.

16. MISCELLANEOUS PROVISIONS. Assignment. This Note and the other Loan Documents
shall  inure to the  benefit  of and be  binding  upon  the  parties  and  their
respective  heirs,  legal  representatives,   successors  and  assigns.   Bank's
interests in and rights under this Note and

<PAGE>

the other Loan Documents are freely assignable, in whole or in part, by Bank. In
addition, nothing in this Note or any of the other Loan Documents shall prohibit
Bank from pledging or assigning  this Note or any of the other Loan Documents or
any interest  therein to any Federal  Reserve Bank.  Borrowers  shall not assign
their rights and interest  hereunder  without the prior written consent of Bank,
and any attempt by Borrowers to assign without  Bank's prior written  consent is
null and void. Any assignment shall not release  Borrowers from the Obligations.
Applicable  Law;  Conflict  Between  Documents.  This  Note and the  other  Loan
Documents  shall be governed by and construed under the laws of the State of New
York without  regard to that  state's  conflict of laws  principles  (other than
Section 5-1401 of New York's General Obligations Law). If the terms of this Note
should conflict with the terms of the Credit Agreement or any commitment  letter
that  survives  closing,  the  terms  of this  Note  shall  control.  Borrowers'
Accounts.  Except as prohibited by law, Borrowers grant Bank a security interest
in all of Borrowers' accounts with Bank and any of its affiliates. Jurisdiction.
Borrowers irrevocably agree to non-exclusive  personal jurisdiction in the State
of New York, subject to Section 8.13 of the Credit Agreement.  Severability.  If
any provision of this Note or of the other Loan Documents shall be prohibited or
invalid under  applicable  law, such provision  shall be ineffective but only to
the extent of such prohibition or invalidity, without invalidating the remainder
of such  provision  or the  remaining  provisions  of this  Note or  other  such
document. Notices. Any notices to Borrowers or Bank shall be sufficiently given,
if given in accordance with the terms set forth in the Credit Agreement.  In the
event that Borrowers  changes  Borrowers'  address at any time prior to the date
the  Obligations  are paid in full,  Borrowers  agree to promptly  give  written
notice of said change of address by registered or certified mail, return receipt
requested, all charges prepaid.  Plural; Captions.  Unless otherwise stated, all
references in the Loan  Documents to Borrower,  guarantor,  person,  document or
other nouns of reference mean both the singular and plural form, as the case may
be. The captions  contained in the Loan  Documents are inserted for  convenience
only and shall not affect the meaning or  interpretation  of the Loan Documents.
Advances. Without limiting the "avoidance of doubt" sentence in the introductory
paragraph of this Note,  Bank may, in its sole  discretion,  make other advances
which  shall be deemed to be  advances  under this Note,  even though the stated
principal  amount of this Note may be exceeded as a result  thereof.  Posting of
Payments.  All payments under this Note shall be made by the Borrowers not later
than 12:00 noon,  New York City time, on the date which it is payable in Federal
or other immediately available funds. Joint and Several Obligations. Each person
who signs this Note as a Borrower (as defined  herein) is jointly and  severally
obligated.  Fees  and  Taxes.  Borrowers  shall  promptly  pay all  documentary,
intangible recordation and/or similar taxes on this transaction whether assessed
at closing or arising from time to time.

17. WAIVER OF TRIAL BY JURY.  BORROWERS AND BANK HEREBY  KNOWINGLY,  VOLUNTARILY
AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION BASED ON THE LOAN EVIDENCED BY THIS NOTE OR ARISING OUT OF, UNDER
OR IN  CONNECTION  WITH THIS NOTE,  OR ANY OF THE OTHER LOAN  DOCUMENTS,  OR ANY
COURSE OF CONDUCT,  COURSE OF DEALING,  STATEMENT (WHETHER VERBAL OR WRITTEN) OR
ACTION OF BORROWERS OR BANK. THIS PROVISION IS A MATERIAL  INDUCEMENT FOR BANK'S
MAKING OF THE LOAN SECURED BY THE COLLATERAL.

<PAGE>

     IN WITNESS WHEREOF,  Borrowers have duly executed this Note intending to be
legally bound, on of the day and year first above written.

                                        NATIONAL HOME HEALTH CARE CORP.

                                        By:____________________________________
                                           Name:  Robert P. Heller
                                           Title: Chief Financial Officer

                                        HEALTH ACQUISITION CORP.

                                        By:____________________________________
                                           Name:  Robert P. Heller
                                           Title: Chief Financial Officer

                                        NEW ENGLAND HOME CARE, INC.

                                        By:____________________________________
                                           Name:  Robert P. Heller
                                           Title: Chief Financial Officer

                                        ACCREDITED HEALTH SERVICES, INC.

                                        By:_____________________________________
                                           Name:  Robert P. Heller
                                           Title: Chief Financial Officer

                                        CONNECTICUT STAFFING WORKS CORP.

                                        By:____________________________________
                                           Name:  Robert P. Heller
                                           Title: Chief Financial Officer

<PAGE>


                 National Home Health Care Corp. Acknowledgement
                 -----------------------------------------------

STATE OF NEW YORK          )
                            ss.:
COUNTY OF WESTCHESTER      )

     On the 24th day of  October,  2001,  before me, the  undersigned,  a Notary
Public in and for said State,  personally  appeared Robert P. Heller  personally
known to me or  proved  to me on the basis of  satisfactory  evidence  to be the
individual whose name is subscribed to the within instrument and he acknowledged
to me that he executed the same in his capacities,  and that by his signature on
the  instrument,  the  individual,  or the  persons  upon  behalf  of which  the
individual acted, executed the instrument.


                                        ------------------------------
                                        Notary Public


                    Health Acquisition Corp. Acknowledgement
                    ----------------------------------------

STATE OF NEW YORK          )
                            ss.:
COUNTY OF WESTCHESTER      )

     On the 24th day of  October,  2001,  before me, the  undersigned,  a Notary
Public in and for said State,  personally  appeared Robert P. Heller  personally
known to me or  proved  to me on the basis of  satisfactory  evidence  to be the
individual whose name is subscribed to the within instrument and he acknowledged
to me that he executed the same in his capacities,  and that by his signature on
the  instrument,  the  individual,  or the  persons  upon  behalf  of which  the
individual acted, executed the instrument.


                                        ------------------------------
                                        Notary Public


                   New England Home Care, Inc. Acknowledgement
                   -------------------------------------------

STATE OF NEW YORK          )
                            ss.:
COUNTY OF WESTCHESTER      )

     On the 24th day of  October,  2001,  before me, the  undersigned,  a Notary
Public in and for said State,  personally  appeared Robert P. Heller  personally
known to me or  proved  to me on the basis of  satisfactory  evidence  to be the
individual whose name is subscribed to the within instrument and he acknowledged
to me that he executed the same in his capacities,  and that by his signature on
the  instrument,  the  individual,  or the  persons  upon  behalf  of which  the
individual acted, executed the instrument.


                                        ------------------------------
                                        Notary Public

<PAGE>

                Accredited Health Services, Inc. Acknowledgement
                ------------------------------------------------

STATE OF NEW YORK          )
                            ss.:
COUNTY OF WESTCHESTER      )

     On the 24th day of  October,  2001,  before me, the  undersigned,  a Notary
Public in and for said State,  personally  appeared Robert P. Heller  personally
known to me or  proved  to me on the basis of  satisfactory  evidence  to be the
individual whose name is subscribed to the within instrument and he acknowledged
to me that he executed the same in his capacities,  and that by his signature on
the  instrument,  the  individual,  or the  persons  upon  behalf  of which  the
individual acted, executed the instrument.


                                        ------------------------------
                                        Notary Public


                Connecticut Staffing Works Corp. Acknowledgement
                ------------------------------------------------

STATE OF NEW YORK          )
                            ss.:
COUNTY OF WESTCHESTER      )

     On the 24th day of  October,  2001,  before me, the  undersigned,  a Notary
Public in and for said State,  personally  appeared Robert P. Heller  personally
known to me or  proved  to me on the basis of  satisfactory  evidence  to be the
individual whose name is subscribed to the within instrument and he acknowledged
to me that he executed the same in his capacities,  and that by his signature on
the  instrument,  the  individual,  or the  persons  upon  behalf  of which  the
individual acted, executed the instrument.


                                        ------------------------------
                                        Notary Public