EXHIBIT 10.18

                          CAPITAL HEALTHCARE FINANCING
                       A DIVISION OF CAPITAL FACTORS, INC.
                        PROVIDER REVOLVING LOAN AGREEMENT

                  This Provider Revolving Loan Agreement ("AGREEMENT") is made
as of the 7th day of February, 1996, by and between Capital Healthcare
Financing, a division of Capital Factors, Inc., a Florida corporation ("CHF"),
and each of the entities listed on ANNEX I hereto (collectively, "PROVIDER").

                              W I T N E S S E T H:

                  WHEREAS, Provider has requested that CHF make a series of
loans to Provider on a revolving credit basis, on the terms and conditions of
this Agreement and the other Loan Documents (as hereinafter defined) executed in
connection herewith; and

                  WHEREAS, CHF is willing to make available up to $8,000,000.00
of financing (the "TOTAL ADVANCE LIMIT") on the terms and conditions set forth
herein.

                  NOW, THEREFORE, in consideration of the premises, provisions
and covenants contained herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Provider and CHF,
intending to be legally bound, hereby agree as follows:

1. DEFINITIONS. Capitalized terms used herein and not otherwise 
defined in the body of this Agreement shall have the meanings ascribed thereto
in EXHIBIT A attached hereto and made a part hereof.

2. LOAN FACILITY.

     2.1. ADVANCES.

          2.1.1. AGREEMENT TO MAKE ADVANCES. Subject to the terms and conditions
of this Agreement and in reliance upon the representations and warranties of
Provider herein set forth, CHF may, in its sole and absolute discretion, upon
Provider's written or verbal request and provided there does not then exist a
Default or Event of Default, or event or condition which with the making of an
Advance hereunder would result in a Default or an Event of Default, make a
series of loans (the "ADVANCES") to Provider up to an amount equal to the
Revolving Credit Advance Ceiling applicable to such Provider, subject to the
Total Advance Limit less the amounts of such reserves as CHF may establish from
time to time. As used herein, "REVOLVING CREDIT ADVANCE CEILING" means, as to
Provider, an amount equal to up to eighty five percent (85%) of (1) the
Estimated Value of the outstanding Eligible Claims of Provider on the Advance
Date less (2) any Mandatory Claims Reductions. Without limiting the foregoing,
the Revolving Credit Advance Ceiling will fluctuate with changes in the
Estimated Value of outstanding Eligible Claims of Provider. CHF may, in its sole
discretion, make Advances to Provider in excess of the foregoing limits and all
such Advances shall be subject to the terms and conditions of this Agreement and
shall constitute Obligations secured by the Collateral and any Guaranties.

               2.1.1.1. LETTERS OF CREDIT FACILITY. In order to assist Provider
in establishing or opening Letters of Credit from time to time with a bank or
trust company (herein the "Bank") in an aggregate amount not to exceed
$2,000,000.00 for the purpose of Provider's self-funded worker's compensation as
required by Sentry Insurance, Provider requests that CHF join in the
applications for such Letters of Credit and/or guarantee payment or performance
of such Letters of Credit and any drafts or acceptances thereunder, thereby
lending CHF's credit to Provider. These arrangements shall be handled by
Provider subject to the terms and conditions set forth in this Agreement. CHF's
funding of any Letter of Credit hereunder is contingent upon, in addition to all
other terms and conditions set forth in this Agreement all of the following
conditions: (1) Sentry Insurance located at 1800 North Point Drive, Stevens
Point, Wisconsin 54481, the beneficiary of that certain Letter of Credit number
512802P issued by CoreStates Bank, N.A., for the account of Provider (the
"CoreStates LC") for obligations of Provider due Sentry Insurance under an
agreement between Sentry Insurance and Provider dated March 20, 1993; and (2)
Sentry Insurance shall agree to notify CoreStates

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Bank, N.A. to terminate the CoreStates LC and thereby release CoreStates Bank,
N.A. of its obligations thereunder and accept a Letter of Credit in replacement
of the CoreStates LC arranged by CHF and Provider pursuant to this Agreement on
terms and conditions similar to the Core States LC; and (3) any security
interest maintained by CoreStates Bank, N.A. and/or Congress Financial (the
Parent company of CoreStates, N.A.) in the assets of Provider shall be promptly
assigned to CHF or released upon Sentry Insurance's notification to CoreStates
Bank, N.A. of the termination of the CoreStates LC and release of CoreStates
Bank, N.A.'s obligations thereunder.

CHF's assistance in this matter shall at all times and in all respects be in
CHF's sole discretion. The amount and extent of the Letters of Credit and the
terms and conditions thereof and of any drafts or acceptances thereunder, shall
in all respects be determines solely by CHF and shall be subject to change,
modification and revision by CHF at any time and from time-to-time.

Any indebtedness, liability or obligation of any sort whatsoever, however
arising, whether present or future, fixed or contingent, secured or unsecured,
due or to become due, paid or incurred, arising or incurred in connection with
any Letters of Credit, guarantees for any such Letters of Credit, drafts or
acceptances thereunder or otherwise shall be incurred solely as an accommodation
to Provider for Provider's Account and shall include, without being limited to,
all amounts due or which may become due under said Letters of Credit, guarantees
for any such Letters of Credit or any drafts or acceptances thereunder; all
amounts charged or chargeable to Provider or to CHF by any Bank, other financial
institution or correspondent bank which opens, issues or is involved with such
Letters of Credit; any other bank charges; fees and commissions; duties and
taxes; costs of insurance; all such other charges and expenses which may pertain
either directly or indirectly to such Letters of Credit, drafts, acceptances,
guarantees for any such Letters of Credit or to the goods, services or documents
relating thereto, all of the foregoing being deemed an Obligation hereunder. CHF
shall have the right, at any time and without notice to Provider, to charge
Provider's Account with the amount of any and all such Obligations. Any debit
balance which may exist at any time or from time to time in Provider's Account
shall be repayable to CHF on demand and shall incur interest at the rate
provided in this Agreement.

Provider unconditionally agrees to indemnify CHF and hold CHF harmless from any
and all loss, claim or liability arising from any transactions or occurrences
relating to Letters of Credit established or opened for Provider's Account, and
any drafts or acceptances thereunder, and all Obligations hereunder, including
any such loss or claim due to any action taken by any Bank. Provider further
agrees to hold CHF harmless for any errors or omissions, whether caused by CHF,
by the Bank or otherwise. Provider agrees that any charges made to CHF for
Provider's Account by the Bank shall be conclusive on CHF and may be charged to
Provider's Account.

With respect to any Letter of Credit opened on Provider's behalf CHF shall not
be responsible for : the validity, sufficiency or genuineness of any documents
or of any endorsements thereon, even if such documents should in fact prove to
be in any or all respects invalid, insufficient, fraudulent or forged.

Provider agrees that any action taken by CHF, if taken in good faith, or any
action taken by any Bank, under or in connection with the Letters of Credit, the
drafts or acceptances, shall be binding on Provider and shall not put CHF in any
resulting liability to Provider. In furtherance thereof, CHF shall have in its
sole discretion and in good faith, the full right and authority to clear and
resolve any questions of noncompliance of documents; to give any instructions as
to acceptance or rejection of any documents; to grant any extensions of maturity
of, time of payment for, or time of presentation of, any drafts, acceptances or
documents; and to agree to any amendments, renewals, extensions, modifications,
changes or cancellations of any of the terms or conditions of the applications
for Letters of Credit, Letters of Credit, drafts or acceptances; all in
Provider's name, and the Bank shall be entitled to comply with and honor any and
all such documents or instruments executed by or received solely from CHF, all
with notice to Provider.

Without CHF's express consent and endorsement in writing, Provider agrees not to
clear and resolve any questions of noncompliance of documents; to give any
instructions as to acceptance or rejection of any documents; to grant extensions
of the maturity of, time of payment for, or time of presentation of, any drafts,
acceptances or documents; or to agree to any amendments, renewals, extensions,
modifications, changes or cancellations of any of the terms or conditions of any
of the applications for Letters of Credit, Letters of Credit, drafts or
acceptances.


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Any rights, remedies, duties or obligations granted or undertaken by Provider to
any Bank in any application for Letters of Credit, or any standing agreement
relating to Letters of Credit or otherwise, shall be deemed to have been granted
to CHF and apply in all respects to CHF and shall be in addition any rights,
remedies, duties or obligations contained herein.

          2.1.2. ADVANCE REQUESTS. When Provider desires for CHF to make an
Advance hereunder, Provider shall deliver a written or verbal request for the
Advance (the "ADVANCE REQUEST") to CHF no later than 11:00 A.M.. (Eastern
standard time) on the day (the "ADVANCE DATE") the Advance is desired (which
shall be a Business Day). Each Advance Request must (1) be made by a duly
authorized officer or representative of Provider, (2) specify the amount of the
Advance requested, (3) state that, to the best of his knowledge, after giving
effect to such Advance, the limits set forth in Section 2.1.4 shall not have
been exceeded by the making of such Advance, and (4) concurrent with the
execution of this Agreement by Provider and concurrent with each request for an
Advance and on the thirtieth (30th) day of each month during the term of this
Agreement, Provider shall deliver to CHF a fully completed Borrowing Base
Certificate (in form as set forth in Annex IV to this Agreement) certified by
the Chief Executive Officer, Chief Financial Officer, or Controller of Provider
as being true and correct as of the last day of the immediately preceding
business week. Concurrent with the delivery of the Borrowing Base Certificate,
Provider shall provide a written report to CHF of all disputes and claims in
excess of $1,000.00. If Provider fails to deliver to CHF the Borrowing Base
Certificate on the date when due, then notwithstanding any other provisions
contained in this Agreement to the contrary, CHF shall not make any Advances to
Provider until the Borrowing Base Certificate is delivered to CHF. Prior to the
funding of any such requested Advance, Provider shall provide to CHF all
documentation described elsewhere herein and such other documentation requested
by CHF, including but not limited to, the following information (collectively,
the "RECEIVABLES REPORT"): (A) a summary of billings to Medicare, Medicaid, all
other Third Party Payors and contracted staffing services, (B) a copy of every
remittance advice received, (C) such invoices, receipts and other back-up as may
be requested by CHF, (D) all Government Audit reports, as described below and
(E) quarterly Periodic Interim Payment (PIP) Review and the quarterly Periodic
Interim Payment (PIP) Review Letter. CHF may make all or a portion of such
requested Advance if it believes in good faith that such request has been
properly given by a duly authorized officer or representative of Provider. Each
request for an Advance hereunder shall be deemed to be a representation to CHF
by Provider that all of the representations and warranties set forth herein are
true and correct in all material respects on the date of such request (except
for representations and warranties that by their terms are made only as of a
specific date).

          2.1.3. ADJUSTMENTS TO REVOLVING CREDIT ADVANCE CEILING. In the event
of any audit of payments to Provider under any Medicaid or Medicare program by
any Governmental Authority including, without limitation, a Base Year Audit,
audit of the CMI or audit of the RUG Index (a "GOVERNMENT AUDIT"), the following
shall apply:

               2.1.3.1. If a Government Audit results or could reasonably be
expected to result in claims, charges, disputes or proposed reductions
(collectively, "PROPOSED CLAIMS REDUCTIONS") regarding any or all of the
outstanding Eligible Claims of Provider by an amount such that when the Proposed
Claims Reduction added to the then outstanding Advances is greater than eighty
five percent (85%) of Eligible Claims (the "ADVANCE OVERAGE"), which Proposed
Claims Reductions are appealable or non-binding until a final determination by
the applicable Governmental Authority, then, if:

                    2.1.3.1.1. such Advance Overages are in excess of eighty 
five percent (85%) of Eligible Claims, Provider agrees to reduce such overages
immediately to no more than eighty five percent (85%).

               2.1.3.2. The sum of any reductions of Eligible Claims imposed by
any Governmental Authority pursuant to a final, non appealable order or decision
shall automatically ("FINAL CLAIMS REDUCTIONS") be deducted from Eligible Claims
for purposes of calculating the Revolving Credit Advance Ceiling (such Final
Claims Reductions, together with any Proposed Claims Reductions to be paid
pursuant to Subsection 2.1.3.1.1. above are referred to herein as "MANDATORY
CLAIMS REDUCTIONS").

          2.1.4. ADVANCE LIMITS. Notwithstanding the foregoing, in no event
shall the total of all Advances to Provider and all other Obligations of
Provider to CHF outstanding at any one time


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exceed the lesser of the Total Advance Limit or the Revolving Credit Advance
Ceiling (except as set forth in Subsection 2.1.3.1.1).

          2.1.5. INELIGIBLE RECEIVABLES. Any Receivable which has been assigned
to CHF pursuant to the terms of this Agreement, has not been collected and is
disputed or reserved pursuant to Section 2.6, may be deemed an Ineligible
Receivable.

     2.2. REVOLVING PROMISSORY NOTE. Provider shall execute and deliver to CHF a
Revolving Promissory Note substantially in the form of EXHIBIT B attached hereto
and made a part hereof (the "NOTE") to evidence Provider's obligation to repay
Advances, all Obligations, and interest thereon.

     2.3. PAYMENT. 

          2.3.1. Provider shall pay the principal amount of all Advances,
together with interest thereon from time to time outstanding, in accordance with
the terms of the Note and this Agreement.

          2.3.2. All Advances made by CHF to Provider and other sums included in
the Obligations shall be charged to a loan account in Provider's name on CHF's
books and records. Such Advances when made by CHF shall be deposited in a bank
account maintained by Provider.

          2.3.3. All payments by Provider of the Obligations shall be made
without deduction, defense, setoff or counterclaim and in same day funds are
delivered to CHF by check, wire transfer or as otherwise agreed to by the
parties in writing, to such account as CHF may direct from time to time by
notice to Provider.

          2.3.4. Provider hereby agrees, represents and warrants to CHF that all
invoices or other statements to Medicare, Medicaid and all other Third Party
Obligors (which shall mean any governmental entity, insurance company or other
entity approved by CHF) concerning Receivables shall clearly state that all
remittances must be made only to Provider at a post office box address as CHF
may so designate.

          2.3.5. CHF shall determine in its sole discretion the order and manner
in which proceeds of Collateral and other payments that CHF receives are applied
to the Advances, interest thereon and the other Obligations, and Provider hereby
irrevocably waives the right to direct the application of any payment or
proceeds. CHF shall have the continuing and exclusive right to apply and reverse
and reapply any and all such proceeds and payments to any portion of the
Obligations. Provider shall receive credit against outstanding Obligations on
the day CHF receives credit for such proceeds.

          2.3.6. Provider shall pay on demand to CHF any and all amounts
required to reduce the outstanding Advances to, at or below the lesser of (1)
the Total Advance Limit or (2) the Revolving Credit Advance Ceiling (subject to
the repayment provisions of Subsection 2.1.3.1.1.).

     2.4. INTEREST.

          2.4.1. Provider will pay CHF interest at the Interest Rate on the
daily balance of all Advances, Obligations, or other monies remitted, paid or
otherwise advanced to Provider. Interest will be charged to Provider's Account
(which account is maintained by CHF on its books and records in the name of
Provider and shall hereinafter be referred to as the "PROVIDER ACCOUNT")
monthly, in arrears.

          2.4.2. Interest shall be computed on a daily basis on the basis of a
360-day year for the actual number of days elapsed. Any increase or decrease in
the Base Rate shall result in an adjustment to the Interest Rate on the first
day of each calendar month occurring during the term hereof. In no event shall
the total interest received by CHF on the principal amount of the Obligations
pursuant to the terms hereof exceed the maximum rate permitted by applicable law
(the "MAXIMUM RATE") and in the event excess interest ("EXCESS INTEREST") is
determined by a court of competent jurisdiction to have been paid, (1) at CHF's
option, such Excess Interest shall be applied as a credit against the
outstanding principal balance of the Obligations or accrued but unpaid interest
(not to exceed the maximum amount permitted by law), refunded to Provider or any
combination thereof, (2) the Interest Rate shall be automatically reduced to the
Maximum Rate, and (3) Provider shall not have


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any action against CHF for any damages arising out of the payment or collection
of Excess Interest.

          2.4.3. Following the occurrence of an Event of Default, at the option
of CHF evidenced by its written notice, Provider shall pay to CHF interest from
the date of such Event of Default to and including the date of cure of such
Event of Default, if ever, on the outstanding principal balance of all Advances
and Obligations at the Default Interest Rate, in order to compensate CHF for the
additional credit risk and not as a penalty.

     2.5. COLLECTIONS. Provider shall instruct all of the Third Party Payors to
make payments to the post office box established pursuant to the Lock Box
Agreement dated as of even date herewith. Upon the occurrence of an Event of
Default, CHF or CHF's designee may, at any time, notify patients or Third Party
Payors of Provider that the Accounts have been assigned to CHF and that CHF has
a security interest therein, collect them directly, and charge the collection
costs and expenses to Provider's Account, but, unless and until CHF does so or
gives Provider other written instructions, Provider shall be entitled, subject
to the terms of the Lock Box Agreement, to collect the Accounts and, upon
receipt, Provider shall immediately deliver to CHF the proceeds of such
Accounts, together with a full collection report in the form satisfactory to
CHF. Provider agrees that all payments received by Provider in connection with
the Accounts and any other Collateral shall be held in trust for CHF as CHF's
trustee. The receipt of any wire transfer of funds, check, or other item of
payment by CHF shall be immediately applied to conditionally reduce Provider's
Obligations, but shall not be considered a payment on account unless such wire
transfer is of immediately available federal funds and is made to the
appropriate deposit account of CHF or unless and until such check or other item
of payment is honored when presented for payment. The receipt of any wire
transfer, check or other item of payment by CHF shall be deemed to have been
paid to CHF two (2) business days after the date CHF actually receives
possession of such check or other item of payment for all funds other than
Federal Government Funds and one (1) business day after the date CHF actually
receives possession of such check or other item of payment for all Federal
Government Funds.

     2.6. DISPUTES AND RESERVES.

          2.6.1. Provider shall promptly reimburse CHF or CHF shall have the
right to charge Provider's Account: (i) for any payment which CHF receives with
respect to any Receivables if such payment is subsequently required by law to be
disgorged by CHF, whether as a result of any proceeding in bankruptcy or
otherwise and (ii) any receivables that are Ineligible Receivables. Provider
shall use its best efforts to give CHF notice of any proceeding in bankruptcy
relating to any Receivables. Provider agrees to indemnify and save CHF harmless
from and against any and all loss, costs and expenses, caused by or arising out
of Disputes, including, but not limited to, collection expenses and attorneys'
fees incurred with respect thereto.

          2.6.2. Notwithstanding anything herein to the contrary, in the event
of a change in Provider's or any Guarantor's financial condition or change in
the Collateral which CHF believes will materially impair the value of the
Collateral or materially impair the ability of Provider or any Guarantor to
repay the Obligations, CHF may establish and maintain reserves against the
Obligations, in the form of a hold back of Advances that Provider would
otherwise be entitled to request hereunder but for the establishment of such
reserves or from the collection of any Receivables, as CHF shall, in its sole
discretion, deem appropriate.

          2.6.3. Notwithstanding anything herein to the contrary, CHF reserves
the right that, as to any customer, if 50% or more of the Receivables
outstanding to that customer are Ineligible, then all receivables outstanding to
that customer may be considered Ineligible.

     2.7. MAINTENANCE FEES. As additional consideration for the services to be
provided by CHF hereunder and for CHF's agreement to make Advances, Provider
shall pay to CHF the fees in accordance with the schedule of fees attached
hereto as ANNEX II. Said maintenance fees shall compensate CHF for the internal
costs associated with the origination, structuring, processing, approving, and
closing of the transactions and maintenance of the financing facility
contemplated by this Agreement, including, but not limited to, administrative,
general overhead, and lost opportunity costs, but not including any
out-of-pocket expenses for which Provider has agreed to reimburse CHF pursuant
to this Agreement, including, without limitation, CHF's out-of-pocket expenses
incurred in connection with its due diligence examination of Provider and the
closing of the transactions

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contemplated by this Agreement. Said maintenance fees shall be fully earned by
CHF on the dates they are due and shall not be subject to proration or rebate
upon the termination of this Agreement.

3. CONDITIONS TO LOAN. The effectiveness of this Agreement and the obligation of
CHF to make Advances to Provider is subject to the prior or concurrent
satisfaction of the conditions set forth below.

     3.1. CLOSING CONDITIONS. Provider shall have satisfied the following
conditions on or prior to the Closing Date and the initial funding hereunder:

          3.1.1. PERFECTION OF LIENS; SEARCH REPORTS. Provider shall have
delivered to or caused to be delivered to CHF executed documents (including
financing statements under the Code and other applicable documents under the
laws of any jurisdiction with respect to the perfection of Liens) as CHF may
deem necessary to perfect its Liens on the Collateral. CHF shall have received
certified copies of search reports listing all effective financing statements
that name Provider and Debtor, together with copies of all other financing
statements (none of which shall cover the Collateral).

          3.1.2. SATISFACTION OF PRIOR LIENS AND INDEBTEDNESS. CHF shall have
received duly executed payoff letters, executed UCC-3 termination statements and
such other instruments in form and substance reasonably satisfactory to CHF, as
shall be necessary to terminate and satisfy all Indebtedness other than
Permitted Indebtedness incurred in the ordinary course of business and all Liens
securing such Indebtedness.

          3.1.3. OFFICER'S CERTIFICATE. CHF shall have received a certificate
duly executed by the chief executive officer of Provider acting in their
official capacities as officers of Provider or the managing general partner of
Provider acting in such capacity, as applicable, stating that: (1) on the
Closing Date, no Default or Event of Default has occurred and is continuing; (2)
no material adverse change in the Collateral or the financial condition or
operations of the business of Provider or any of its respective Subsidiaries or
the projected cash flow of Provider or any of its respective Subsidiaries has
occurred since OCTOBER 31, 1996; (3) the representations and
warranties of Provider contained herein are true and correct in all respects on
and as of such date with the same effect as though made on and as such date; and
(4) Provider on the Closing Date is in compliance with all the terms and
provisions set forth in this Agreement on its part to be observed and performed.

          3.1.4. CERTIFICATES OF INCORPORATION: GOOD STANDING. CHF shall have
received certified copies of the articles or certificate of incorporation,
certificate of limited partnership and other organizational documentation, as
amended and as applicable, of Provider as in effect on the Closing Date,
together with good standing certificates from the state(s) of its incorporation
or organization, from the state(s) in which its principal place of business is
located and from all states in which the laws thereof require Provider to be
qualified and/or licensed to do business, each to be dated a recent date prior
to the Closing Date.

          3.1.5. BYLAWS. CHF shall have received copies of the bylaws, as
amended, of Provider certified as of the Closing Date by its corporate secretary
or an assistant secretary to be complete, true and accurate.

          3.1.6. RESOLUTIONS. CHF shall have received resolutions of the Board
of Directors of Provider, approving and authorizing the execution, delivery and
performance of this Agreement and the other Loan Documents, certified as of the
Closing Date by Provider's corporate secretary or an assistant secretary as
being in full force and effect without modification or amendment.

          3.1.7. INCUMBENCY. CHF shall have received signature and incumbency
certificates of the officers of Provider executing the Loan Documents.

          3.1.8. OTHER DOCUMENTS. CHF shall have received such other documents
respecting Provider and each of its Subsidiaries as CHF may reasonably request.

          3.1.9. LITIGATION. There shall not be pending or, to the best
knowledge of Provider after due inquiry, threatened, any action, charge, claim,
demand, suit, proceeding, petition, governmental investigation or arbitration
against or affecting Provider or any of its Subsidiaries or


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Debtor or any property of Provider or any of its Subsidiaries or Debtor that has
not been disclosed to CHF by Provider in writing and there shall have occurred
no development in any such action, charge, claim, demand, suit, proceeding,
petition, governmental investigation or arbitration that in the opinion of CHF
would reasonably be expected to have a Material Adverse Effect.

          3.1.10. LOAN DOCUMENTS. Provider shall have delivered the following
documents, which shall be in full force and effect:

               3.1.10.1. the Note in the form attached hereto as EXHIBIT B;

               3.1.10.2. Performance guaranty by an officer of Provider in the
form attached hereto as EXHIBIT C and made a part hereof (the "Guaranty") duly
executed by each such officer;

               3.1.10.3. a security agreement in the form attached hereto as
EXHIBIT D and made a part hereof (the "SECURITY AGREEMENT") duly executed by
Provider; and

               3.1.10.4. all other Loan Documents required by CHF hereunder,
duly executed by the applicable parties.

     3.2. OTHER CONTINUING CONDITIONS. Provider shall have satisfied all the
following conditions on each date an Advance is requested:

          3.2.1. All of the conditions set forth in Sections 2.1, 3.1, 4.1 and
4.2 have been and shall continue to be met at all times.

          3.2.2. The representations and warranties contained herein and in the
Loan Documents shall be true, correct and complete in all respects on and as of
that date to the same extent as though made on and as of that date, except for
any representations or warranties limited by its terms to a specific date.

          3.2.3. Provider shall have performed in all material respects all
agreements and satisfied all conditions which any Loan Documents provide shall
be performed by it on or before that funding date.

4. ADMINISTRATION.

     4.1. REPORTS. The Receivables Report shall be delivered to CHF daily during
the term hereof in addition to the delivery thereof with each Advance Request as
provided in Section 2.1.2 hereof. Provider shall also deliver to CHF no later
than the end of each calendar month during the term hereof a summary of all
accounts receivable due to Provider in whole or in part from Governmental
Authorities, insurance companies or other third party payors, contract rights,
notes, bills, acceptances and all other obligations due to Provider for the
payment of money, in cash or in kind, together with all proceeds thereof, all
security and guarantees therefor, and all of Provider's rights to the goods and
property represented thereby. All such reports shall be in form and substance
satisfactory to CHF.


     4.2. PROCESSING. Provider acknowledges and agrees that the routine
processing of billings and collections with regard to the Receivables, and the
funds derived therefrom, in accordance with Section 5.1 hereof are a condition
to the continued obligation of CHF hereunder.

     4.3. RECEIVABLES HELD IN TRUST. Provider's receipt of remittances on
Receivables not otherwise delivered to CHF shall create, and Provider shall act
as trustee of, an express trust for CHF's benefit. Provider shall forward each
payment within one (1) business day of receipt of such payment.

     4.4. VERIFICATION OF RECEIVABLES. CHF shall have the right, at any time or
times hereafter, in Provider's name, in the name of a nominee of CHF or in CHF's
name, to verify the validity, amount or any other matter relating to any
Eligible Claim or other Receivable, by mail, telephone, in person or in any way
which the payor provides now or in the future.


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     4.5. APPOINTMENT OF CHF AS PROVIDER'S ATTORNEY-IN-FACT. Provider hereby
irrevocably designates, makes, constitutes and appoints CHF (and all persons
designated by CHF) as Provider's true and lawful agent and attorney-in-fact
(which appointment shall be for all purposes deemed to be coupled with an
interest and shall be irrevocable for so long as any Obligations are
outstanding) and authorizes CHF, in Provider's or CHF's name, and only upon the
occurrence of and during the continuance of an Event of Default, but only to the
extent permitted by law, to (1) settle, adjust, compromise, extend or renew a
Receivable; (2) discharge and release any Receivable; (3) prepare, file and sign
Provider's name on any proof of claim in bankruptcy, cost report (final or
interim) or other similar document against a payor; (4) settle, adjust or
compromise any legal proceedings brought to collect the Receivables; (5) endorse
Provider's name to any items of payment or proceeds that come into CHF's
possession or under its control; and (6) do all acts and things which are
necessary, in CHF's reasonable discretion, to collect the outstanding
Receivables and to fulfill Provider's Obligations under this Agreement.

     4.6. RECORDS. Provider acknowledges and agrees that Provider has full and
complete legal responsibility for the accuracy and validity of all Receivables
and medical file documentation submitted to payors that require correction,
modification or additional information. Provider acknowledges that it has
implemented an effective information processing system to manage the
Receivables, which includes keeping correct and accurate records itemizing and
describing the names and addresses of patients and payors, nature of services
performed, and relevant billing statement information, all of which records
shall be available, upon 24 hour notice, during Provider's usual business hours
at the request of any of CHF's officers, employees or agents. Promptly upon
request by CHF, Provider will deliver to CHF copies of all billings and other
information evidencing the Receivables and such other documentation as CHF may
require. Provider agrees that every billing it submits to the appropriate payor
will be supported by an original document (if required by such payor) that
includes the patient's duly executed assignment of its rights against the payor,
as permissible, which documents shall be maintained by Provider for six (6)
years from the date payment is received on or in respect of the applicable
Receivable. Provider shall institute appropriate measures to safeguard these
records and to provide disaster recovery programs as appropriate. Provider shall
cooperate fully with CHF and its agents who shall have the right at any time or
times during normal business hours to inspect all records relating to the
Receivables. CHF may, to the extent allowed by law, at any time after an Event
of Default hereunder, remove from Provider's premises copies of all such
records, files and books relating to Receivables.

     4.7. ADJUSTMENT OF RECEIVABLES. CHF may adjust the Estimated Value of
Eligible Claims upon notice from Provider or payor of any change, adjustment or
modification to the amount or other terms or conditions of any Receivable which
may serve to reduce the value of the Receivable or as otherwise provided in this
Agreement.

     4.8. FINANCING STATEMENTS. Provider authorizes CHF to execute on Provider's
behalf and file such UCC financing statements as CHF may deem necessary, in its
sole discretion, in order to perfect and maintain the security interests granted
by Provider in accordance with this and any other agreement. Provider agrees to
bear the cost of all filing fees, filing taxes, search reports procured from
time-to-time by CHF, reasonable legal fees and other charges incurred by CHF in
the perfection, protection and preservation of the rights and collateral
security granted herein or in the Security Agreement to CHF. All financing
statements filed hereunder shall remain in full force and effect until this
Agreement shall have been terminated in accordance with the provisions hereof,
even if, at any time or times prior to such termination, no Advances shall be
outstanding hereunder. Provider waives any right to demand the filing of
termination statements with respect to the Collateral, and agrees that CHF shall
not be required to send such termination statements to Provider, or to file them
with any filing office, unless and until this Agreement shall have been
terminated in accordance with its terms and the Obligations paid in full in
immediately available funds.

     4.9. COSTS. As additional consideration for the services to be provided by
CHF hereunder and for CHF's agreement to make Advances, Provider shall pay to
CHF the cost associated with providing the Advances in accordance with the
schedule of fees and costs attached hereto as ANNEX II, which costs are subject
to change by written notice by CHF to Provider. All of the foregoing shall be
part of the Obligations, payable on demand and secured by the Collateral.

     4.10. STATEMENTS. CHF shall render to Provider a monthly statement setting
forth the


<PAGE>



principal balance of Obligations and the calculation of interest due thereon on
or before the fifteenth (15th) day of each calendar month occurring during the
term of this financing facility. Each such statement shall be subject to
subsequent adjustment by CHF but shall constitute an account stated unless,
within thirty (30) days after CHF mailed any such statement to Provider,
Provider shall deliver to CHF by registered or certified mail to the address set
forth in this Agreement objection thereto specifying the error or errors, if
any, contained in such statement and CHF in its good faith discretion determines
such exceptions are accurate and makes an appropriate adjustment. In the absence
of a written objection delivered to CHF as set forth above, CHF's statement of
Provider's Obligations shall be conclusive and prima facie evidence of the
amount of Provider's Obligations.

     4.11. NO DEDUCTIONS. Any and all payments or reimbursements made hereunder
or under the Note(s) shall be made free and clear of and without deduction for
any and all taxes, levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto; excluding, however, the following: federal
income taxes imposed on the income of CHF by the jurisdiction under the laws of
which CHF is organized or doing business or any political subdivision thereof
and taxes imposed on its income by the jurisdiction of CHF's applicable lending
office or any political subdivision thereof.

     4.12. FURTHER ASSURANCES. Provider agrees to execute and deliver to CHF
such further instruments of assignment, financing statements and instruments of
further assurance as CHF may reasonably require.

5. REPRESENTATIONS AND WARRANTIES.

     5.1. RECEIVABLES.

          5.1.1. At the time of the creation of each Receivable, (1) each
Receivable is a valid, bona fide Receivable, and represents a legally
enforceable indebtedness arising in the ordinary course of business or
profession from the rendition of health care services or sale of merchandise;
(2) to Provider's knowledge there are no setoffs, counterclaims, deductions,
disputes or defenses to payment of any kind, genuine or otherwise, against the
Receivable other than those disclosed to CHF to determine the Estimated Value of
the Receivable; (3) Provider is the lawful owner of each Receivable; (4) each
Receivable is free of all security interests, Liens and encumbrances other than
those in CHF's favor and the Receivable is due and payable; (5) each Receivable
is based on an actual and bona fide rendition of services or prescribed goods,
to a patient by Provider in the ordinary course of Provider's business and each
such Receivable is payable, in whole or in part, by a Third Party Payor which is
financially obligated to do so, (6) the services provided and reflected in each
Receivable were medically necessary for the patient who received such services,
and in compliance with the rules, policies and requirements, if any, of the
payor; (7) the fees charged for such services were the usual, customary and
reasonable fees charged by other providers in the same community, and do not
exceed any applicable limitations of Governmental Authorities; (8) Provider
possesses all appropriate licenses, approvals or otherwise satisfy any and all
conditions imposed for the provision of all of the services reflected in and
giving rise to each Receivable; (9) Provider has properly executed time sheets
for contract staffing service personnel; (10) Provider has verified the credit
worthiness of the contract staffing service customers.

          5.1.2. Complete and accurate copies of all cost reports and related
forms required by Medicaid, Medicare and, if applicable, other Third Party
Payors have been properly filed with the appropriate Governmental Authority and
such payors during the past three years by Provider in respect of its business.
The amounts set up as provisions for payors' adjustments on Provider's financial
statements are sufficient to pay any amounts for which Provider may be liable.
Provider is not aware of any basis for any claims pending or threatened against
Provider by any payor other than routine audit adjustments. Provider has
received no notices and has no knowledge that any payor has any claims against
Provider which could result in consolidated net offsets against future
reimbursement in excess of that provided for in the financial statements.
Neither Provider nor any of its employees or Subsidiaries or Debtor has
committed a violation of the Medicare and Medicaid fraud and abuse provisions of
the Federal Social Security Act, including, but not limited to, the
anti-kickback provisions in violation of law. The payor cost reports have been
independently audited and fully settled through the period of November 30, 1991.
To the best of Provider's knowledge, after due inquiry, payor cost reports were
filed when due or within the allowable 30-day extension period, and (except for
immaterial amounts) such reports do not claim and Provider has not received
reimbursement in excess


<PAGE>



of the amount provided by law. There is no dispute between Provider and any
payor, fiscal intermediary or carrier regarding such cost reports other than
with respect to adjustments thereto made in the ordinary course of business and
Medicare PRO review and denials in progress that do not involve amounts in
excess of $50,000.00 in the aggregate which have been and will during the term
of this Agreement be promptly disclosed to CHF.

          5.1.3. On or after the Closing Date, Provider agrees that no payments
shall be made in respect of Eligible Claims to Provider other than as expressly
provided for herein; provided, however, in the event that Provider receives such
payment in another manner, Provider agrees to immediately notify CHF thereof and
hold the payment in trust for the benefit of CHF.

          5.1.4. To Provider's knowledge, there are no facts, events or
occurrences not previously disclosed to CHF which in any way impair the
validity, collection or enforcement of any Receivables or reduce the amount
payable thereunder.

          5.1.5. The Receivables information furnished to CHF by Provider is
true, accurate and complete. Provider has verified existing coverage for all
Receivables with the applicable payor and has complied with all verification
procedures required by CHF, and the services performed or merchandise sold was
covered by the existing coverage for each Receivable.

          5.1.6. Provider is in substantial and material full compliance with
all federal, state and municipal laws and regulations relating to the
Receivables and Provider has made and will make all necessary disclosures
required by law to its patients and payors, as applicable and/or necessary
regarding this Agreement.

     5.2. DUE INCORPORATION, ETC.; SOLVENCY.

          5.2.1. If Provider is a corporation, it is duly incorporated and in
good standing under the laws of the State of its incorporation and qualified in
all states where such qualifications are required. Provider has full
organizational power, authority and legal right to incur the Obligations,
execute and deliver this Agreement and the other Loan Documents and keep and
observe all of the terms of this Agreement and the other Loan Documents on
Provider's part to be performed. There is no further consent required under any
applicable laws of any Governmental Authority for such actions by Provider from
any other Person from whom such consent has not been obtained.

          5.2.2. This Agreement and each of the other Loan Documents to which
Provider is a party are legal, valid and binding obligations of Provider,
enforceable against Provider in accordance with their respective terms.

          5.2.3. The execution, delivery and performance by Provider of this
Agreement and of the other Loan Documents to which Provider is a party (1) will
not violate any provision of any applicable laws of any Governmental Authority,
(2) will not violate any provision of, or constitute a breach of or default
under, or result in the creation or imposition of any lien except those granted
to CHF on any asset of Provider pursuant to the provisions of, any mortgage,
deed of trust, indenture, contract, agreement or other undertaking to which
Provider is a party or which is binding upon Provider or upon any of its assets
or properties and (3) will not contravene, as applicable, Provider's articles or
certificate of incorporation or by-laws or other organizational document
relating to Provider.

          5.2.4. Provider is Solvent.

     5.3. NAMES. Provider does not conduct business and has not at any time
during the past five (5) years conducted business under any assumed name, trade
name or fictitious business name other than those listed on ANNEX III hereto, 
if none, so state.

     5.4. FINANCIAL CONDITION. All audited financial statements concerning
Provider which have been or will hereafter be furnished by Provider or its
Subsidiaries to CHF pursuant to this Agreement have been or will be prepared in
accordance with GAAP, consistently applied, throughout the periods involved
(except as disclosed therein) and do, or will with respect to future submissions
of financial statements, present fairly the financial condition of the entities
covered thereby as at the dates thereof and the results of their operations for
the periods then ended.


<PAGE>



     5.5. TITLE TO PROPERTIES; LIENS. Provider has good, sufficient and valid
legal title, subject to Permitted Encumbrances, to all of its respective
properties and assets. Except for Permitted Encumbrances, all such properties
and assets are free and clear of all Liens. To the best knowledge of Provider
after due inquiry, there are no actual, threatened or alleged defaults with
respect to any leases of real property under which Provider is lessee or lessor
which would have a Material Adverse Effect.

     5.6. PERFECTION. Assuming proper execution and filing, this Agreement,
together with the Security Agreement, creates a valid and, except for the
Permitted Encumbrances, first priority security interest in the Collateral,
securing the payment and performance of the Obligations and all actions
necessary by Provider to perfect and protect such security interest have been
duly taken.

     5.7. LITIGATION; ADVERSE FACTS. There are no judgments outstanding against
Provider or affecting any property of Provider nor is there any action, charge,
claim, demand, suit, proceeding, petition, governmental investigation or
arbitration or Government Audit now pending or, to the best knowledge of
Provider after due inquiry, threatened against or affecting Provider or any
property of Provider which could reasonably be expected to result in any
Material Adverse Effect. Provider has not received any opinion or memorandum or
legal advice from legal counsel to the effect that it is exposed to any
liability or disadvantage which could reasonably be expected to result in any
Material Adverse Effect.

     5.8. PAYMENT OF TAXES. All tax returns and reports of Provider required to
be filed by it have been timely filed, and all taxes, assessments, fees and
other governmental charges upon Provider or upon its properties, assets, income,
and franchises which are shown on such returns as due and payable have been paid
when due and payable. None of the United States income tax returns of Provider
and each of its Subsidiaries are under audit. No tax liens have been filed and
no claims are being asserted with respect to any such taxes unless such taxes
are not yet due and payable. The shares, accruals and reserves on the books of
Provider and each of its Subsidiaries in respect of any taxes or other
governmental charges are in accordance with GAAP.

     5.9. PERFORMANCE OF AGREEMENTS. Provider is not in material default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in any contractual obligation of Provider which would have
a Material Adverse Effect, and no condition exists that, with the giving of
notice or the lapse of time or both, would constitute such a default.

     5.10. EMPLOYEE BENEFIT PLANS. Provider, each Subsidiary of Provider, and
each ERISA Affiliate is in compliance in all material respects with all
applicable provisions of ERISA, the IRC and all other applicable laws and the
regulations and interpretations thereof with respect to all Employee Benefit
Plans. No material liability has been incurred by Provider, any subsidiary of
Provider, or any ERISA Affiliate which remains unsatisfied for any taxes or
penalties with respect to any Employee Benefit Plan.

     5.11. BROKER'S FEES. Provider has not engaged the services of any broker or
finder in connection with the transactions contemplated hereby and knows of no
reason why a fee or commission will be payable with respect to the issuance and
sale of the Note or any of the other transactions contemplated hereby, except
as outlined in Annex V.

     5.12. INSURANCE. Provider maintains adequate insurance policies for public
liability and property damage for its business and properties, no notice of
cancellation has been received with respect to such policies and Provider is in
material compliance with all conditions contained in such policies. A true and
correct copy of all of the foregoing insurance policies have been delivered to
CHF.

     5.13. COMPLIANCE WITH LAWS.

          5.13.1. Provider is not in material violation of any law, ordinance,
rule, regulation, order, policy, guideline or other requirement of any
Governmental Authority, having jurisdiction over the conduct of its business or
the ownership of its properties, which violation would subject Provider or any
of its respective officers to criminal or material civil liability or have a
Material Adverse Effect and no such violation has been alleged.


<PAGE>



          5.13.2. Provider is not in violation of or the subject of any
investigation, inquiry or enforcement action by any Governmental Authority under
the Medical Waste Tracking Act, 42 U.S.C. ss. 6992 ET SEQ. or any applicable
state or local law, governmental statute, ordinance or regulation dealing with
the disposal of medical wastes ("MEDICAL WASTE LAWS"). As of the date hereof,
Provider has obtained and is in material compliance with any permits related to
medical waste disposal required by Medical Waste Laws and has taken reasonable
steps to determine, and has determined, that all disposal of medical waste by
Provider has been in compliance with Medical Waste Laws.

          5.13.3. Neither Provider nor the real property used in connection with
its facilities or the buildings, improvements, fixtures or equipment forming a
part of such facilities (collectively, the "PHYSICAL PLANT") are in violation of
or the subject of any investigation or inquiry or enforcement action by any
Governmental Authority for the recovery of environmental response costs or for
compliance with remedial obligations under any applicable law including, but not
limited to, those pertaining to the use, release and disposal of any "Hazardous
Substances" as that term is defined in the Comprehensive Environmental Response,
Compensation and Liability Act ("CERCLA"), as amended, as codified at 42 U.S.C.
ss. 9601 ET SEQ., the Hazardous Materials Transportation Act, as codified at 42
U.S.C. ss. 1801 ET SEQ., and the Resource Conservation and Recovery Act, as
codified at 42 U.S.C. ss. 6901 ET SEQ., and any other applicable state or local
law, governmental statutes, ordinances or regulations (all such laws, statutes,
ordinances and regulations shall hereinafter be collectively referred to as
"ENVIRONMENTAL LAWS"). Provider has obtained and is in compliance with all
environmental permits required by any applicable Environmental Laws to
construct, occupy, operate and use the Physical Plant; and has taken reasonable
steps to determine and has determined that no Hazardous Substances which are or
may have been used by Provider have been disposed of or otherwise released on or
from the Physical Plant during the period of Provider's ownership or operation
thereof. The uses Provider has made, continues to make or intends to make of the
Physical Plant have not and will not result in the generation, storage, disposal
or release of any Hazardous Substances in violation of any of the Environmental
Laws except in accordance with the law.

     5.14. BANK ACCOUNTS. Provider has supplied to CHF the account numbers and
locations of all bank accounts of Provider.

     5.15. DISCLOSURE. No representation or warranty of Provider contained in
this Agreement, the financial statements, the other Loan Documents, or any other
document, certificate, or written statement furnished to CHF by or on behalf of
Provider for use in connection with the Loan Documents contains any materially
untrue statement of a material fact or omitted, omits, or will omit to state a
material fact necessary in order to make the statements contained herein or
therein not misleading in light of the circumstances in which the same were
made. There is no material fact known to Provider that has had or will have a
Material Adverse Effect, and that has not been disclosed herein or in such other
documents, certificates and statements furnished to CHF for use in connection
with the transactions contemplated hereby.

     5.16. TANGIBLE NET WORTH. Provider shall maintain, on a consolidated basis,
a Tangible Net Worth of not less than SIX MILLION DOLLARS ($6,000,000.00).

     5.17. REGULATIONS. The proceeds of the Advances are not being and shall not
be used: (1) to purchase or carry any "margin stock" within the meaning of
Regulation "U" of the Board of Governors of the Federal Reserve System, nor to
extend credit to others for that purpose, (2) to extend or maintain credit
secured directly or indirectly by "margin stock" within the meaning of
Regulation "G" of the Board of Governors of the Federal Reserve System nor to
extend credit to others for that purpose, (3) to extend credit by and to brokers
and dealers within the meaning of Regulation "T" of the Board of Governors of
the Federal Reserve System nor to extend credit to others for that purpose, nor
(4) to obtain credit outside the United States to purchase or carry United
States securities or within the United Sates to purchase or carry any securities
within the meaning of Regulation "X" of the Board of Governors of the Federal
Reserve system, nor to extend credit to others for that purpose. Provider shall
only use the Advances for business or commercial purposes.

6. COVENANTS. Provider covenants and agrees that until payment in full of all
Obligations, Provider shall comply with and shall cause each of its Subsidiaries
to comply with all covenants in this Section 6 applicable to such Person.


<PAGE>



     6.1. AFFIRMATIVE COVENANTS.

          6.1.1. MATERIAL ADVERSE EFFECT. Provider shall notify CHF immediately
of any Material Adverse Effect in Provider's business or prospects or of the
institution or threat of any litigation by or against Provider or its
Subsidiaries or any Debtor.

          6.1.2. NEW BANK ACCOUNTS. Provider will advise CHF promptly of any new
bank accounts opened by Provider prior to making any deposits.

          6.1.3. FINANCIAL STATEMENTS AND OTHER REPORTS. Provider will maintain,
and cause each of its Subsidiaries to maintain, a system of accounting
established and administered in accordance with sound business practices to
permit preparation of financial statements in conformity with GAAP. Provider
will deliver to CHF the financial statements and other reports described below.

               6.1.3.1. MONTHLY FINANCIALS. As soon as available and in any
event within thirty (30) days after the end of each month, Provider will deliver
to CHF its consolidated balance sheet of Provider as at the end of such month
and the related consolidated statements of income, stockholder's equity and cash
flow for such month and for the period from the beginning of the then current
Fiscal Year to the end of such month.

               6.1.3.2. QUARTERLY FINANCIALS. As soon as available and in any
event within sixty (60) days after the end of each quarter, Provider will
deliver to CHF its consolidated balance sheet of Provider as at the end of such
quarter and the related consolidated statements of income, stockholder's equity
and cash flow for such quarter and for the period from the beginning of the then
current Fiscal Year to the end of such quarter.

               6.1.3.3. YEAR-END FINANCIALS. As soon as available and in any
event no later than one hundred twenty (120) days after the end of the year,
Provider will deliver financial statements from a firm of independent certified
public accountants selected by Provider, which report shall be unqualified as to
scope of audit of Provider and its Subsidiaries and shall state that (1) such
consolidated financial statements, including a balance sheet, present fairly the
consolidated financial position of Provider and its Subsidiaries as at the dates
indicated and the results of their operations and cash flow for the periods
indicated in conformity with GAAP applied on a basis consistent with prior years
and (2) that the examination by such accountants in connection with such
consolidated financial statements has been made in accordance with generally
accepted auditing standards.

               6.1.3.4. ACCOUNTANTS' REPORTS. Promptly upon receipt thereof,
Provider will deliver copies of all material reports submitted to Provider by
independent certified public accountants in connection with each annual, interim
or special audit of the financial statements of Provider made by such
accountants, including the comment letter submitted by such accountants to
management in connection with their annual audit.

               6.1.3.5. COMPLIANCE CERTIFICATE. Together with the delivery of
each set of financial statements, Provider will deliver to CHF a Compliance
Certificate stating that the financial statements have been provided for in
conformity with GAAP.

          6.1.4. ACCESS TO ACCOUNTANTS. Provider authorizes CHF to discuss the
financial condition and financial statements of Provider and its Subsidiaries
with Provider's independent certified public accountants upon reasonable notice
to Provider of its intention to do so.

          6.1.5. GOVERNMENT NOTICES. Promptly after receipt, Provider will
deliver to CHF copies of all material notices, requests, subpoenas, inquiries or
other writings received from any Governmental Authority concerning any
Government Audits or other audits of any kind or nature, licensing reviews or
infractions with respect thereto, any Employee Benefit Plan, the violation or
alleged violation of any Environmental Laws, the storage, use or disposal of any
Hazardous Materials or Provider's payment or non-payment of any taxes including
any tax audit.

          6.1.6. EVENTS OF DEFAULT, ETC. Promptly upon any officer of Provider
obtaining knowledge of any of the following events or conditions, Provider shall
deliver a certificate of Provider's


<PAGE>



chief executive officer, specifying the nature and period of existence of such
conditions or event and what action Provider has taken, is taking and proposes
to take with respect thereto: (1) any condition or event that constitutes an
Event of Default or Default; (2) any notice of default with respect to any
agreement or arrangement that any Person has given to Provider or any of its
Subsidiaries or any other action taken with respect to a claimed default; or (3)
any Material Adverse Effect.

     6.2. NEGATIVE COVENANTS.

          6.2.1. INDEBTEDNESS. Provider will not and will not permit any of its
Subsidiaries directly or indirectly to create, incur, assume, guaranty, or
otherwise become or remain directly or indirectly liable with respect to any
Indebtedness, except: (1) the Obligations; (2) intercompany Indebtedness among
Provider and its Subsidiaries, PROVIDED that such Indebtedness is subordinated
in right of payment to the Obligations; and (3) Permitted Indebtedness. Except
for Indebtedness described in the preceding sentence, Provider will not incur
and will not permit any of its Subsidiaries to incur any Indebtedness or other
liabilities except for trade payables and normal accruals in the ordinary course
of business not yet due and payable or with respect to which Provider or any of
its Subsidiaries is contesting in good faith the amount or validity thereof by
appropriate proceedings and then only to the extent that Provider or any of its
Subsidiaries has established adequate reserves therefor, if appropriate under
GAAP.

          6.2.2. GUARANTEES. Except for endorsements of instruments or items of
payment for collection in the ordinary course of business, Provider shall not
and shall not permit any of its Subsidiaries to guaranty, endorse, or otherwise
in any way become or be responsible for any obligations of any other Person,
whether directly or indirectly by agreement to purchase the indebtedness of any
other Person or through the purchase of goods, supplies or services, or
maintenance of working capital or other balance sheet covenants or conditions,
or by way of stock purchase, capital contribution, advance or loan for the
purpose of paying or discharging any indebtedness or obligation of such other
Person or otherwise

          6.2.3. TRANSFERS AND LIENS. Provider shall not sell, assign (by
operation of law or otherwise) or otherwise dispose of, or grant any option or
right with respect to any of the Collateral. Except for Permitted Encumbrances,
Provider will not and will not permit any of its subsidiaries directly or
indirectly to create, incur, assume or permit to exist any Lien on or with
respect to any of the Collateral or any income or profits therefrom.

          6.2.4. RESTRICTED PAYMENTS. Provider will not and will not permit any
of its Subsidiaries to directly or indirectly declare, order, pay, make or set
apart any sum for (1) any dividend on account of any capital stock of Provider
or any of its Subsidiaries, now or hereafter outstanding, or any other payment
or distribution, except stock dividends or distributions to Guarantors and/or
Debtor; (2) any redemption, conversion, exchange, retirement, sinking fund or
other purchase of any capital stock of Provider or any of its Subsidiaries now
or hereafter outstanding; (3) any payment or prepayment of principal, premium or
interest on, redemption, conversion, exchange, purchase, retirement, defeasance,
sinking fund or other payment with respect to any indebtedness other than
Permitted Indebtedness; (4) any payment made to retire, or to obtain the
surrender of, any outstanding warrants, options or other rights to acquire
capital stock of Provider or any of its Subsidiaries now or hereafter
outstanding; (5) any sum for payment to any officer for termination of
employment pursuant to any current or future agreements in excess of
$100,000.00, annually, except for those agreements listed on Annex VI hereto
provided that the exceptions will not lead to an Event of Default under this
Agreement; and (6) any sum for payment to any officer, outside director or
related party pursuant to any consulting agreement, or any other agreement that
may be made, in excess of $100,000.00, annually.

          6.2.5. RESTRICTION ON FUNDAMENTAL CHANGES. Without the express prior
written consent of CHF, neither Provider nor any of its Subsidiaries will: (1)
enter into any transaction of merger or consolidation; (2) liquidate, wind-up or
dissolve itself (or suffer any liquidation or dissolution); (3) convey, sell,
lease, sublease, transfer or otherwise dispose of, in one transaction or a
series of transactions, all or any material part of its business or assets, or
the capital stock of any of its Subsidiaries, whether now owned or hereafter
acquired; or (4) acquire by purchase or otherwise all or any substantial part of
the business or assets of or stock or other evidence of beneficial ownership of,
any Person.


<PAGE>



          6.2.6. CHANGES RELATING TO PERMITTED INDEBTEDNESS. Provider will not
and will not permit any of its Subsidiaries to change or amend the terms of any
Indebtedness, except for the Permitted Indebtedness, if the effect of such
amendment is to: (1) increase the interest rate on such Indebtedness; (2) change
the dates upon which payments of principal or interest are due on such
Indebtedness; (3) change any event of default or add any covenant with respect
to such Indebtedness; (4) change the payment provisions of such Indebtedness;
(5) change the subordination provisions thereof, or (6) change or amend any
other term, if such change or amendment would materially increase the
obligations of the obligor or confer additional material rights on the holder of
such Indebtedness in a manner adverse to Provider, any of its Subsidiaries, or
CHF.

          6.2.7. TRANSACTION WITH AFFILIATES. Provider will not, and will not
permit any Subsidiary to, enter into any transaction with an affiliate,
including the purchase, sale or exchange of property or the rendering or
purchasing of any service to or from any affiliate, except in the ordinary
course of and pursuant to the reasonable requirements of Provider's business and
upon fair and reasonable terms no less favorable to Provider than it would
obtain in a comparable arm's length transaction with an unaffiliated Person.

          6.2.8. CONDUCT OF BUSINESS. From and after the Closing Date, Provider
will continue to operate and be licensed as listed on ANNEX VII hereto.

          6.2.9. LOCATION OF CHIEF EXECUTIVE OFFICES. Provider shall not change
its corporate name or the location of its corporate office or open any new
offices without giving CHF at least thirty (30) days prior written notice. At
the present time, Provider carries on business only at the address(es) in
Section 11.3 and otherwise as disclosed to CHF in writing.

          6.2.10. LOCATION OF BOOKS AND RECORDS. All books and records
pertaining to the Receivables shall be maintained solely and exclusively at the
above address(es) and such books and records shall not be moved or transferred
without giving CHF thirty (30) days prior written notice.

          6.2.11. PROVIDER'S PROPERTIES. Provider shall not sell, lease,
transfer or otherwise dispose of all or substantially all of Provider's property
or assets, or consolidate with or merge into or with any corporation or entity
without CHF's prior written consent. Provider shall give CHF at least sixty (60)
days prior written notice prior to any change in ownership of Provider's capital
stock or change in management of Provider.

          6.2.12. COMPLIANCE WITH ERISA. Except as required by law or with the
express written consent of CHF, provider will not establish any new Employment
Benefit Plan or amend any existing Employment Benefit Plan if the liability or
increased liability resulting from such establishment or amendment is material.
Provider shall not fail to establish, maintain and operate any Employment
Benefit Plan in compliance in all material respects with the provisions of
ERISA, the IRC and all other applicable laws and the regulations and
interpretations thereof.

          6.2.13. COLLECTION. Provider shall not retain or engage any Person to
perform services in connection with the Collateral that could affect the value
of the Collateral without CHF's prior written consent, including, but not
limited to, hiring collection agents to collect Receivables except as listed on
Annex VIII hereto.

7. COLLATERAL SECURITY. As security for all Obligations, Provider shall, and
shall cause Debtor to, execute and deliver to CHF the Security Agreement, which
shall grant to CHF a continuing first position security interest in, lien and
mortgage on and assignment of all right, title and interest of Provider and
Debtor in and to all of the Collateral. Provider agrees to, and CHF shall have
the right at any time to, notify all payors that CHF has been granted a security
interest in the Collateral.

8. EVENTS OF DEFAULT/REMEDIES.

     8.1. The occurrence of any of the following acts or events shall constitute
an Event of Default: 

          8.1.1. if Provider fails to make payment of any of its Obligations
when due and such default continues for one (1) Business Day following written
notice of such default by CHF to Provider;


<PAGE>



          8.1.2. if Provider fails to make any remittance required by this
Agreement or the other Loan Documents and such default continues for one (1)
Business Day following written notice of such default by CHF to Provider or
Provider fails to comply with any payment mechanism for the Obligations
established by CHF;

          8.1.3. if Provider commits any breach of or fails to comply with any
of the terms, representations, warranties, covenants, conditions or provisions
of this Agreement or the other Loan Documents, or of any present or future
supplement, amendment or addendum hereto or thereto or of any agreement between
Provider and CHF and such breach continues for more than five (5) Business days
after written notice of such breach by CHF to Provider, provided that such grace
period shall not apply, and such breach shall constitute an Event of Default, if
such breach may not, in CHF's reasonable determination, be cured by Provider
during such five (5) Business-day grace period;

          8.1.4. Provider ceases to be Solvent;

          8.1.5. if Provider delivers to CHF a materially false financial
statement;

          8.1.6. if Provider shall (1) admit in writing its inability or be
generally unable, to pay its debts as they become due (2) commence a voluntary
case under the federal bankruptcy code, as now or hereafter in effect and
including any successor legislation thereto (the "BANKRUPTCY CODE"), (3) make a
general assignment for the benefit of creditors, (4) apply for, consent to, or
acquiesce in, the appointment of or the taking of possession by, a receiver,
custodian, liquidator or trustee of herself or himself or the whole or any
substantial part of its or his properties or assets, (5) file a petition or
answer seeking to take advantage of any other law relating to bankruptcy,
insolvency, reorganization, winding up, arrangement, composition, adjustment of
debts, liquidation, dissolution, or similar relief, (6) fail to controvert in a
timely or appropriate manner, or shall acquiesce in writing to, any petition
filed against Provider or any Guarantor in an involuntary case under the
Bankruptcy Code or (7) take any action for the purposes of effecting any of the
foregoing;

          8.1.7. (1) if a proceeding or case shall be commenced in a court of
competent jurisdiction seeking the appointment of a receiver, liquidator,
custodian, trustee or the like of Provider of the whole or any substantial part
of the property or assets of Provider and such order, judgment or decree shall
remain unvacated, or not set aside, or unstayed for sixty (60) days from
commencement of such proceeding or case, or (2) if a petition, proceeding or
case shall be filed against Provider seeking reorganization, arrangement,
composition, readjustment, liquidation, winding up, dissolution or similar
relief under the federal bankruptcy laws or any other applicable law and such
petition shall remain undismissed for sixty (60) days from commencement of such
proceeding or case or (3) if, under the provisions of any other law for the
relief or aid of debtors, any court of competent jurisdiction shall assume
custody or control of Provider of the whole or any substantial part of its or
his property or assets, and such custody or control shall remain unterminated or
unstayed for sixty (60) days, or an order for relief against Provider shall be
entered in an involuntary case under the Bankruptcy Code;

          8.1.8. if Provider suspends or discontinues doing business for any
reason;

          8.1.9. if any guaranty of Provider's Obligations is terminated,
subject to the terms and conditions of the Guarantees provided by the Guarantors
as outlined on Annex IX hereto;

          8.1.10. Provider is enjoined, restrained, or in any way prevented by
the order of any court or any administrative or regulatory agency, including but
not limited to, the Department of Health, from conducting any material part of
its business;

          8.1.11. any default or breach which is not cured or waived in the
allotted time under any agreement evidencing Indebtedness of Provider in the
amount of $100,000.00 or more shall occur and shall continue after any
applicable grace period specified in any such document if the effect of such
default or breach is to accelerate, or to permit the acceleration of, the
maturity of all or any part of any such Indebtedness, whether or not such
default or breach shall be waived by the holders or trustees (if any) for such
Indebtedness, or any such Indebtedness shall be declared to be due and payable,
or be required to be prepaid (other than by a regularly scheduled required
prepayment), prior to the stated maturity thereof;


<PAGE>



          8.1.12. a breach by Provider occurs under any material agreement,
document or instrument (other than an agreement, document or instrument
evidencing Indebtedness), whether heretofore, now or hereafter existing between
it and any other Person;

          8.1.13. the loss, suspension or revocation of or failure to renew, any
material license or permit now held or hereafter acquired by Provider, which
loss, suspension, revocation or failure to renew might have a Material Adverse
Effect and such loss, suspension, revocation or failure to renew continues for
more than thirty (30) days after such occurrence, provided that such grace
period shall not apply, and such event shall constitute an Event of Default, if
such event may not, in CHF's reasonable determination, be cured by Provider
during such thirty (30) day grace period;

          8.1.14. the termination of Provider's ability to participate in any
Medicare or Medicaid programs or the amendment, repeal or modification of any
such program that may adversely affect payment of Eligible Claims; or

          8.1.15. a Change of Control shall occur.

     8.2. OBLIGATIONS. If an Event of Default shall exist or occur, CHF may
notify Provider of its election to terminate this Agreement and to make no
further Advances hereunder, whereupon the Obligations shall be accelerated and
all of the Obligations shall automatically, without further notice of any kind,
be immediately due and payable, provided that upon the occurrence of any Event
of Default referred to in Sections 8.1.6, 8.1.7, or 8.1.14 hereof no notice of
any kind need be given to Provider prior to acceleration of the Obligations,
which shall occur automatically. If CHF, in its sole discretion, elects to make
Advances after the occurrence of an Event of Default which has not been waived,
cured, or removed within the applicable grace or cure period, if any, the
making, issuing, or providing of such Advances, if any, shall not be deemed a
waiver by CHF of any such Event of Default.

     8.3. RIGHTS AND REMEDIES GENERALLY. Upon acceleration of the Obligations,
CHF shall have, in addition to any other rights and remedies contained in this
Agreement or in any of the other Loan Documents, all of the rights and remedies
of a secured party under applicable laws, all of which rights and remedies shall
be cumulative and non-exclusive, to the fullest extent permitted by law.

     8.4. WAIVERS BY PROVIDER. THE BORROWER AND ANY ENDORSERS, SURETIES AND
GUARANTORS HEREOF OR HEREON HEREBY WAIVE PRESENTMENT FOR PAYMENT, DEMAND,
PROTEST, NOTICE OF NON-PAYMENT OR DISHONOR AND OF PROTEST, AND AGREE TO REMAIN
BOUND UNTIL THE OBLIGATIONS AND ALL OTHER SUMS PAYABLE HEREUNDER ARE PAID IN
FULL NOTWITHSTANDING ANY EXTENSIONS OF TIME FOR PAYMENT WHICH MAY BE GRANTED
EVEN THOUGH THE PERIOD OF EXTENSION BE INDEFINITE, AND NOTWITHSTANDING ANY
INACTION BY, OR FAILURE TO ASSERT ANY LEGAL RIGHT AVAILABLE TO, CHF. PROVIDER
ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY COUNSEL OF ITS CHOICE WITH RESPECT TO
THIS TRANSACTION, THIS AGREEMENT AND THE OTHER DOCUMENTS OR HAS BEEN ADVISED TO
DO SO AND HAS ELECTED NOT TO SEEK THE ADVICE OF COUNSEL, AND CONSEQUENTLY WAIVES
ANY RIGHTS WITH RESPECT THERETO.

     8.5. SETOFF. Upon the occurrence and during the continuance of any Event of
Default, CHF and each assignee of or participant in the Obligations may, and is
hereby authorized to, at any time and from time to time, without notice to
Provider (any such notice being expressly waived by Provider) and to the fullest
extent permitted by law, set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held and other
indebtedness at any time owing by CHF to or for the credit or the account of
Provider against any and all obligations of Provider now or hereafter existing
under this Agreement or the other Loan Documents, irrespective of whether or not
CHF shall have made any demand under this Agreement and although such
Obligations may be contingent or unmatured. CHF agrees promptly to notify
Provider after any such set-off and application made CHF, provided that the
failure to give such notice shall not affect the validity of such set-off and
application. The rights of CHF under this Section 8.5 are in addition to other
rights and remedies (including, without limitation, other rights of set-off)
which CHF may have.

     8.6. MARSHALING; PAYMENTS SET ASIDE. CHF shall not be under any obligation
to marshal any assets in favor of Provider or any other party or against or in
payment of any or all of the Obligations. To the extent that Provider makes a
payment or payments to CHF or CHF enforces its


<PAGE>



security interests or exercises its rights of setoff, and such payment or
payments or the proceeds of such enforcement or setoff or any part thereof are
subsequently invalidated, declared to be fraudulent or preferential, set aside
and/or required to be repaid to a trustee, receiver or any other party under any
bankruptcy law, state or federal law, common law or equitable cause, then to the
extent of such recovery, the Obligations or part thereof originally intended to
be satisfied, and all Liens, rights and remedies therefor shall be revived and
continued in full force and effect as if such payment had not been made or such
enforcement or setoff had not occurred (by increasing the principal balance
under the Note).

9. TERM AND TERMINATION. This Agreement shall continue in full force and effect
for a period of two (2) year(s) from the date hereof and shall be deemed renewed
from year to year thereafter unless Provider gives CHF notice in writing, by
registered or certified mail, not less than thirty (30) and not more than sixty
(60) days prior to the expiration of the original term of this Agreement (or any
renewal term thereof), of Provider's intention to terminate this Agreement as of
the end of such term (the date of the last day of such term being referred to
herein as the "TERMINATION DATE"). CHF may terminate this Agreement at any time
upon thirty (30) days prior written notice to Provider or CHF may terminate this
Agreement immediately if an Event of Default has occurred as set forth in this
Agreement (also known as the "TERMINATION DATE"). Notwithstanding the foregoing,
if the Provider becomes insolvent or unable to meet its debts as they mature,
fail, close, suspend, or go out of business, commit an act of bankruptcy, file
or become the subject of a petition under the Bankruptcy Act or law permitting
the appointment of a receiver, liquidator, conservator, or similar functionary,
breach or become in default under this Agreement or any other agreement with CHF
(or the Provider's parent subsidiaries or affiliates), or any Obligation to CHF,
then, notwithstanding the foregoing, CHF shall have the right to terminate this
Agreement at any time without notice. In the event CHF elects to terminate this
Agreement, and CHF's decision to do so is a result of a breach of this Agreement
by the Provider, then, notwithstanding any other provisions contained herein,
CHF shall be entitled to charge the Provider Account, and the Provider agrees to
pay to CHF, the monthly maintenance fee specified in Annex II herein for the
remaining term of the Agreement or until any and all of the Provider's
indebtedness to CHF pursuant to this Agreement shall have been paid in full. On
the termination date, all outstanding Advances, together with accrued interest
thereon and all other Obligations shall be due and payable without any
additional notice or demand of any kind. Notwithstanding such notice of
termination, the respective rights and obligations arising out of transactions
having their inception prior to the specified date of termination shall not be
affected by such termination and all terms, provisions and conditions hereof,
including, but not limited to, the security interests herein above granted to
CHF, shall continue in full force and effect in all Receivables and Collateral
arising on and after the termination of this Agreement until all Obligations
have been paid in full. All of the representations, warranties, covenants and
agreements of Provider made herein shall survive the termination of this
Agreement.

10. PARTICIPATIONS. Provider hereby consents to CHF's sale, assignment, transfer
or other disposition, at any time and from time to time hereafter, of this
Agreement and the other Loan Documents or any portion thereof, including,
without limitation, all or any part of CHF's rights, title, interests, remedies,
powers and/or duties hereunder or thereunder. Without limiting the generality of
the foregoing, CHF shall have the right to sell or assign to a participant(s)
participating interests in the Obligations hereunder in such amounts and on such
terms and conditions as CHF shall determine. Unless an Event of Default shall
have occurred hereunder or, in the opinion of CHF's counsel any law, regulation
or an amendment to either, ruling or order is adopted or rendered which
adversely affects CHF's performance of this Agreement, CHF shall remain as the
lead participant in any sale or assignment of a participating interest in the
Obligations hereunder. Provider authorizes CHF to disclose to any participant
and any prospective participant any and all financial and other information in
CHF's possession concerning Provider which has been delivered to CHF pursuant to
this Agreement or which has been delivered to CHF in connection with CHF's
credit evaluation of Provider prior to entering into this Agreement.

11. MISCELLANEOUS.

     11.1. GOVERNING LAW. This Agreement shall be governed by and interpreted in
accordance with the internal laws of the State of Florida without regard to
conflicts of law principles. All judicial proceedings brought against Provider
or its Subsidiaries arising out of, in connection with or relating to this
Agreement or any Obligation may be brought in any state or federal court of
competent


<PAGE>



jurisdiction in the State of Florida and by execution and delivery of this
Agreement, Provider accepts for itself and in connection with its properties,
generally and unconditionally, the jurisdiction of the aforesaid courts and
waives any defense of forum non conveniens and irrevocably agrees to be bound by
any judgment rendered thereby in connection with this Agreement or such
Obligations. Provider waives personal service of any summons, complaint or other
process, and agrees that service thereof may be made by registered or certified
mail directed to Provider at its address set forth in Section 11.3 hereof or
such other address of which Provider has previously notified CHF in accordance
with Section 11.3 hereof. Nothing herein shall affect the right to serve process
in any other manner permitted by law or shall limit the right of CHF to bring
proceedings against Provider in the courts of any other jurisdiction.

     11.2. WAIVER OF JURY TRIAL. PROVIDER AND CHF HEREBY IRREVOCABLY WAIVE ALL
RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.

     11.3. NOTICES. All notices, requests, consents or other communications
provided for in or to be given under this Agreement shall be in writing, may be
delivered in person, by facsimile transmission (fax), by overnight air courier
or by certified or registered mail, and shall be deemed to have been duly given
and to have become effective (A) upon receipt if delivered in person or by fax
(and followed by the same or next business day of mailing of such faxed notice
by one of the other methods of delivery permitted hereunder), (B) one (1) day
after having been delivered to an overnight air courier or (C) five (5) days
after having been deposited in the mails as certified or registered mail, all
fees prepaid, directed to the parties at the following addresses (or at such
other address as shall be given in writing by a party hereto):

                                    If to CHF at:
                                    Capital Healthcare Financing
                                    1799 West Oakland Park Boulevard
                                    Fort Lauderdale, FL 33311

                                    If to Provider at:
                                    The Address for Notices
                                    set forth in ANNEX I attached hereto

or to such other address as each party designates to the other in the manner
herein prescribed. Failure or delay in delivering copies of any notice to the
Persons designated above to receive copies shall in no way affect the
effectiveness of such notice.

     11.4. INDEMNITY. Provider agrees to indemnify and hold CHF harmless from
and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever (including, without limitation, reasonable fees and
disbursements of counsel) which may be imposed on, or incurred by, or asserted
against CHF in any claim, action, suit, proceeding or investigation asserted,
instituted or conducted by any Governmental Authority or any other Person in
connection with, arising out of, based upon or with respect to the enforcement
by CHF of any right or remedy granted to it hereunder, except to the extent that
any of the foregoing arises out of the gross negligence or willful misconduct of
CHF.

     11.5. EQUITABLE RELIEF. Provider recognizes that, in the event Provider
fails to perform, observe or discharge any of its Obligations under this
Agreement, any remedy at law may prove to be inadequate relief to CHF,
therefore, Provider agrees that CHF, if CHF so requests, shall be entitled to
temporary and permanent injunctive relief in any such case without the necessity
of proving actual damages.

     11.6. PREFERENCE PAYMENTS. Provider expressly agrees that to the extent
Provider or payor makes a payment or payments to CHF and such payment or
payments, or any part thereof, are subsequently invalidated, declared to be
fraudulent or preferential, set aside or are required to be repaid to a trustee,
receiver or any other party under any bankruptcy act, state or federal law,
common law or equitable cause, then to the extent of such payment or repayment,
the Obligations or part thereof intended to be satisfied shall be revived and
continued in full force and effect as if said payment or payments had not been
made (by increasing the principal balance of the Note or otherwise).


<PAGE>



     11.7. INDEPENDENCE OF COVENANTS. All covenants hereunder shall be given
independent effect so that if a particular action or condition is not permitted
by any of such covenants, the fact that it would be permitted by an exception
to, or be otherwise within the limitations of, another covenant shall not avoid
the occurrence of a Default or an Event of Default if such action is taken or
condition exists.

     11.8. SEVERABILITY. In the event that any provision of this Agreement or
the application thereof to Provider or any circumstance in any jurisdiction
governing this Agreement shall, to any extent, be invalid or unenforceable under
any applicable statute, regulation or rule of law, then such provision shall be
deemed inoperative to the extent that it may conflict herewith and shall be
deemed modified to conform to such statute, regulation or rule of law, and the
remainder of this Agreement and the application of any such invalid or
unenforceable provision to parties, jurisdictions or circumstances other than to
whom or to which it is held invalid or unenforceable shall not be affected
thereby nor shall the same affect the validity or enforceability of any other
provision of this Agreement.

     11.9. HEADINGS. Section and subsection headings in this Agreement are
included herein for convenience of reference only and shall not constitute a
part of this Agreement for any other purpose or be given any substantive effect.
Words of masculine, feminine or neuter gender shall mean and include the
correlative words of the other genders, and words importing the singular number
shall mean and include the plural number, and VICE VERSA as the context may
require.

     11.10. NO FIDUCIARY RELATIONSHIP. No provision in this Agreement or in any
of the other Loan Documents and no course of dealing or other relationship
between the parties shall be deemed to create any fiduciary duty by CHF to
Provider.

     11.11. SUCCESSORS AND ASSIGNS; NO WAIVER. This Agreement and the other Loan
Documents shall be binding upon the parties' respective successors and assigns,
but may not be assigned by Provider without CHF's prior written consent which it
may decline to permit to provide in its sole and absolute discretion. No delay
or failure on CHF's part in exercising any right, privilege or option hereunder
shall operate as a waiver thereof or of any other right, privilege or option, it
being understood and agreed that the CHF's rights, remedies and options under
this Agreement and the other Loan Documents are and shall be cumulative and are
in addition to all other rights, remedies and options of CHF in law or in equity
or under any other agreement.. No waiver whatsoever shall be valid unless in
writing, signed by CHF, and then only to the extent therein set forth.

     11.12. JOINT AND SEVERAL LIABILITY. Where two or more Persons have executed
this Agreement and/or the other Loan Documents as Provider, the Obligations of
such Persons shall be joint and several, and each representation, warranty,
covenant and agreement set forth herein and in the other Loan Documents, shall
be deemed to have been made jointly and/or severally by each such Person, as the
context requires.


<PAGE>



     11.13. ENTIRE AGREEMENT. This Agreement, the Note, and the other Loan
Documents referred to herein embody the final, entire agreement among the
parties hereto and supersede any and all prior commitments, agreements,
representations, and understandings, whether written or oral, relating to the
subject matter hereof and may not be contradicted or varied by evidence of
prior, contemporaneous, or subsequent oral agreements or discussions of the
parties hereto. There are no oral agreements among the parties hereto.

     IN WITNESS WHEREOF, the parties enter into this Agreement as of the day
and year first above written.

PROVIDER:

                         HOSPITAL STAFFING SERVICES, INC.

                         By:  /S/  BOBBY L. SHIELDS
                             --------------------------------
                              Bobby L. Shields, Secretary

                         HSSI TRAVEL NURSE OPERATIONS, INC.

                         By:  /S/  BOBBY L. SHIELDS
                             --------------------------------
                              Bobby L. Shields, Secretary

                         HSS RECRUITING, INC.

                         By:  /S/  BOBBY L. SHIELDS
                             --------------------------------
                              Bobby L. Shields, Secretary

                         HSSI MEDICARE HOME OFFICE, INC. D/B/A
                         HOME CARE HOME OFFICE

                         By:   /S/  BOBBY L. SHIELDS
                             --------------------------------
                              Bobby L. Shields, Secretary

                         HOSPITAL STAFFING SERVICES OF MASSACHUSETTS, INC.
                         D/B/A  ALTERNATIVE CARE MEDICAL SERVICES

                         By:   /S/  BOBBY L. SHIELDS
                             --------------------------------
                              Bobby L. Shields, Secretary

                         HOSPITAL STAFFING SERVICES OF RHODE ISLAND, INC. D/B/A
                         ALTERNATIVE CARE MEDICAL SERVICES

                         By:   /S/  BOBBY L. SHIELDS
                             --------------------------------
                              Bobby L. Shields, Secretary

                         HOSPITAL STAFFING SERVICES OF TENNESSEE, INC. D/B/A
                         MID-SOUTH COMPREHENSIVE HOME HEALTH

                         By:    /S/  BOBBY L. SHIELDS
                             --------------------------------
                               Bobby L. Shields, Secretary


<PAGE>



                         ALL-CARE PROFESSIONAL SERVICES, INC.

                         By:   /S/  BOBBY L. SHIELDS
                              ---------------------------------
                              Bobby L. Shields, Secretary

                         HSSI OF GEORGIA, INC. D/B/A
                         TRI-THERAPY

                         By:   /S/  BOBBY L. SHIELDS
                              ---------------------------------
                              Bobby L. Shields, Secretary

                         HSSI PROPRIETARY HOME OFFICE, INC.

                         By:   /S/  BOBBY L. SHIELDS
                              ---------------------------------
                              Bobby L. Shields, Secretary

                         HOSPITAL STAFFING SERVICES OF FLORIDA, INC.

                         By:   /S/  BOBBY L. SHIELDS
                              ---------------------------------
                              Bobby L. Shields, Secretary

                         HSSI ACQUISITION CORP.

                         By:   /S/  BOBBY L. SHIELDS
                              ---------------------------------
                               Bobby L. Shields, Secretary

                         HOSPITAL STAFFING SERVICES OF CALIFORNIA, INC.

                         By:   /S/  BOBBY L. SHIELDS
                              ---------------------------------
                               Bobby L. Shields, Secretary

                         HOSPITAL STAFFING SERVICES MEDICARE OF BROWARD, INC.

                         By:   /S/  BOBBY L. SHIELDS
                              ---------------------------------
                              Bobby L. Shields, Secretary

                         HOSPITAL STAFFING SERVICES MEDICARE OF
                         PALM BEACH, INC.

                         By:   /S/  BOBBY L. SHIELDS
                              ---------------------------------
                              Bobby L. Shields, Secretary

                         HSSI OF FLORIDA PROPRIETARY, INC.

                         By:   /S/  BOBBY L. SHIELDS
                              ---------------------------------
                             Bobby L. Shields, Secretary


<PAGE>



CHF:                                   CAPITAL HEALTHCARE FINANCING
                                       a division of CAPITAL FACTORS, INC.

                                       By: /S/ JOHN B. APGAR
                                           ----------------------------------
                                           John B. Apgar, Senior Vice President


<PAGE>



                              EXHIBITS AND ANNEXES

Annex I                      List of Entities Comprising Provider
Annex II                       Schedule of Fees and Costs
Annex III                    List of Assumed Names, Trade Names and
                               Fictitious Business Names Pursuant to
                               Section 5.3
Annex IV                     Borrowing Base Certificate
Annex V                      List of Brokers Pursuant to Section 5.11
Annex VI                     List of Existing Termination Agreements with
                               Payments in Excess of $100,000 Pursuant to
                               Section 6.2.4
Annex VII                    List of Licenses Pursuant to Section 6.2.8
Annex VIII                   List of Collection Companies Pursuant to Section
                               6.2.13
Annex IX                     List of Guarantors


Exhibit A                    Definitions
Exhibit B                    Revolving Promissory Note
Exhibit C                    Performance Guaranty
Exhibit D                    Security Agreement
Exhibit E                    Stand-By Letter of Credit
Exhibit F                    Lock Box Agreement
Exhibit G                    Corporate Guaranty




<PAGE>



                  ANNEX I TO PROVIDER REVOLVING LOAN AGREEMENT

                    List of Entities Comprising the Provider

Hospital Staffing Services, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

HSSI Travel Nurse Operations, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

HSS Recruiting, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

HSSI Medicare Home Office, Inc. d/b/a
Home Care Home Office
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

Hospital Staffing Services of Massachusetts, Inc. d/b/a
Alternative Care Medical Services
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

Hospital Staffing Services of Rhode Island, Inc. d/b/a
Alternative Care Medical Services
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

Hospital Staffing Services of Tennessee, Inc. d/b/a
Mid-South Comprehensive Home Health
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

All-Care Professional Services, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

HSSI of Georgia, Inc. d/b/a
Tri-Therapy
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

HSSI Proprietary Home Office, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

Hospital Staffing Services of California, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

Hospital Staffing Services of Florida, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308


<PAGE>



HSSI Acquisition Corp.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

Hospital Staffing Services Medicare of Broward, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

Hospital Staffing Services Medicare of Palm Beach, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

HSSI of Florida Proprietary, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

ADDRESS FOR NOTICES FOR ALL ENTITIES LISTED ABOVE:

Hospital Staffing Services, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308


<PAGE>


                 ANNEX II TO PROVIDER REVOLVING LOAN AGREEMENT
                        SCHEDULE OF FEES AND COSTS

 FEES

   1.   An closing fee equal to one percent (1%) of the Total Advance Limit, 
        payable on the Closing Date.

   2.   A monthly maintenance fee equal to FIVE THOUSAND DOLLARS ($5,000.00)
        per month. The maintenance fee payable by Provider shall be due and
        payable on the first (1st) day of each calendar month during the term of
        this Agreement and CHF shall, at its option, charge such maintenance fee
        and any and all CHF Expenses to Provider's Account with CHF, which
        amounts shall thereupon constitute obligations hereunder.

COSTS

   1.   Audit Fee:                 $250.00 per day plus all out-of-pocket 
                                   expenses

   2.   Quarterly Search Fees:     Pass along charges for each Secretary of 
                                   State and County Clerk for which any 
                                   entities of Provider are located.

   3.   Federal Express:           Per invoice charge

   4.   Wire Transfer:             $20.00 per transfer (only if wired to a bank
                                   other than Capital Bank)

   5.   UCC Filing Fees:           Pass along charges which are currently 
                                   estimated to be up to $50.00 per filing

   6.   D & B Report:              $25.00 per report (estimated)

   7.   Attorney:                  As and when incurred by CHF in accordance 
                                   with the terms and conditions of the Loan 
                                   Documents

   8.   Letter of Credit Fees:     2% of Letter of Credit Facility per year


      THE COSTS STATED ABOVE ARE ESTIMATES ONLY AND SUBJECT TO CHANGE


<PAGE>



                 ANNEX III TO PROVIDER REVOLVING LOAN AGREEMENT

  LIST OF ASSUMED NAMES, TRADE NAMES, AND FICTITIOUS BUSINESS NAMES PURSUANT TO
                                   SECTION 5.3

HSSI Homecare
Alternative Care Medical Services
Mid-South Comprehensive Home Health
Mid-South Staffing
Tri-Therapy
Recovery Task Force


<PAGE>



                                    ANNEX IV

                           BORROWING BASE CERTIFICATE

               As of Week-End Date: ____________________ , 19 ___

Pursuant to Section 2.1.2 of that certain Provider Revolving Loan Agreement
dated as of ________________ , 1996, between _______________ and Capital
Healthcare Financing (defined terms therein being used herein with the same
meanings), the undersigned represents as follows:
<TABLE>
<CAPTION>

Eligible Accounts                           GROSS                    NET                    BORROWING BASE
<S>                                   <C>                        <C>                       <C>
(0 - 150 days)

  TRI-THERAPY
  Government                          $_____________     x100%   $ ____________
  Non-Government                      $_____________     x100%   $ ____________

                             Total Eligible Accounts (Net)                                $ ______________

  ALTERNATIVE CARE - NEW ENGLAND
  MEDICARE
  Massachusetts                       $_____________     x 73%   $ ____________
  New Hampshire                       $_____________     x 73%   $ ____________
  Rhode Island                        $_____________     x 45%   $ ____________

  Medicaid                            $_____________     x100%   $ ____________
  Commercial Ins                      $_____________     x100%   $ ____________
  Managed Care                        $_____________     x100%   $ ____________

                             Total Eligible Accounts (Net)                                $ _____________
  ALL CARE TENNESSEE
  Medicare                            $_____________ NA          $ _____________ PIP* 
  Medicare Part B                     $_____________ x 49%       $ _____________ 
  Commercial Ins                      $_____________ x 79%       $ _____________
  Medicaid                            $_____________ x 79%       $ _____________

                             Total Eligible Accounts (Net)                                $ _____________
  MID SOUTH TENNESSEE
  Medicare                            $_____________ NA          $ _____________ PIP* 
  Medicare Part B                     $_____________ x 54%       $ _____________ 
  Medicaid                            $_____________ x 59%       $ _____________
  Commercial Ins                      $_____________ x 74%       $ _____________

                             Total Eligible Accounts (Net)                                $ _____________

Eligible Accounts
  (0 - 120 Days)

  TRAVEL NURSE VI                     $_____________ x100%       $ _____________

  TRAVEL NURSE NET OF VI
  Government                          $_____________ x100%       $ _____________
  Non-Government                      $_____________ x100%       $ _____________

                             Total Eligible Accounts (Net)                                $ _____________

                             Total Accounts                                               $ _____________
                                                                                                    X 85%

                             Total Borrowing Base                                         $ _____________



</TABLE>

<PAGE>

<TABLE>
<CAPTION>

INELIGIBLE ACCOUNTS
UNBILLED                                                                SELF - PAY
<S>                                 <C>                                 <C>                     <C>
Travel Nurse                        $_____________                      Travel Nurse            $____________
Tri-Therapy                         $_____________                      Tri-Therapy             $____________
All Care                                                                $_____________          All Care
$____________
MidSouth                            $_____________                      MidSouth                $____________
Alternative Care                    $_____________                      Alternative Care        $____________
</TABLE>

* ADVANCES ON TENNESSEE MEDICARE ARE CAPPED AT BI-MONTHLY PIP PAYMENTS.

In connection with the foregoing, the undersigned further certifies that no
Event of Default or an event which the giving of notice or the passage of time
or both would constitute an Event of Default presently exists.

                                            PROVIDER

                                            By: ______________________________

                                            Title: ___________________________


<PAGE>



                  ANNEX V TO PROVIDER REVOLVING LOAN AGREEMENT

                    LIST OF BROKERS PURSUANT TO SECTION 5.11

                                      NONE


<PAGE>



                  ANNEX VI TO PROVIDER REVOLVING LOAN AGREEMENT

   LIST OF EXISTING TERMINATION AGREEMENTS WITH PAYMENTS IN EXCESS OF $100,000
                            PURSUANT TO SECTION 6.2.4

Ronald A. Cass
Jay Gershberg
Jeffery A. Barnhill


<PAGE>



                 ANNEX VII TO PROVIDER REVOLVING LOAN AGREEMENT

                   LIST OF LICENSES PURSUANT TO SECTION 6.2.8


<PAGE>



                 ANNEX VIII TO PROVIDER REVOLVING LOAN AGREEMENT

             LIST OF COLLECTION COMPANIES PURSUANT TO SECTION 6.2.13

Recovery Task Force


<PAGE>



                  ANNEX IX TO PROVIDER REVOLVING LOAN AGREEMENT

                               LIST OF GUARANTORS

PERFORMANCE GUARANTY

Bobby L. Shields
592 NW 111 Terrace
Coral Springs, Florida  33071

CORPORATE GUARANTY

Cardinal Nursing and Home Care, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, Florida  33308

Cura Care, Inc. of Arizona
6245 North Federal Highway, Suite 400
Fort Lauderdale, Florida  33308

Hospital Staffing Services of Arizona, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, Florida  33308

Hospital Staffing Services of Louisiana, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, Florida  33308

Hospital Staffing Services of New Jersey, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, Florida  33308

Hospital Staffing Services of Pennsylvania, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, Florida  33308

Hospital Staffing Services of Virginia, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, Florida  33308

HSS Advertising, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, Florida  33308

HSS Associates, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, Florida  33308

Staff Source, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, Florida  33308

HSSI Management Company, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, Florida  33308


<PAGE>



Hospital Staffing Services of Caribbean, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, Florida  33308

HSSI of New York, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, Florida  33308

HSSI of Texas, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, Florida  33308


<PAGE>



                                    EXHIBIT A

                          CAPITAL HEALTHCARE FINANCING
                       A DIVISION OF CAPITAL FACTORS, INC.

                                   DEFINITIONS

                  "ADVANCE DATE" shall have the meaning set forth in 
Section 2.1.2.

                  "ADVANCE OVERAGE" shall have the meaning set forth in 
Section 2.1.3.1.

                  "ADVANCE REQUEST" shall have the meaning set forth in 
Section 2.1.2.

                  "ADVANCES" shall mean the advance(s) made by CHF to Provider
pursuant to Section 2.1.

                  "AFFILIATE" shall mean any person (other than CHF): (1)
directly or indirectly controlling, controlled by, or under common control with
Provider; (2) directly or indirectly owning or holding fifty percent (50%) or
more of any equity interest in provider; or (3) fifty percent (50%) or more of
whose voting stock or other equity interest is directly or indirectly owned or
held by Provider. For purposes of this definition "control" (including with
correlative meanings, the terms "controlling". "controlled by" and "under common
control with") means the possession directly or indirectly of the power to
direct or cause the directing of the management and policies of a Person,
whether through the ownership of voting securities or by contract or otherwise.

                  "BASE RATE" shall mean the prime rate which is announced from
time to time in the Wall Street Journal (or such other prime rate as CHF shall
designate from time to time in the event the Wall Street Journal ceases to
publish such rate) (with the understanding that any such rates may merely serve
as a basis upon which effective rates of interest are calculated for loans
making reference thereto, and that such rates are not necessarily the lowest or
best rates at which any bank or other financial institution calculates interest
or extends credit).

                  "BUSINESS DAY" shall mean a day on which CHF is open for the
transaction of business, excluding any national holidays, and any performance
which would otherwise be required on a day other than a banking day shall be
timely performed in such instance, if performed on the next succeeding banking
day. Notwithstanding such timely performance, interest shall continue to accrue
hereunder until such payment or performance has been made.

                  "CHANGE OF CONTROL" shall mean the change of ownership of more
than (50%) of Provider's capital stock or that would result in a change of
control of Provider or a management change with respect to Provider.

                  "CLOSING DATE" shall mean the date of execution of this
Agreement by Provider and CHF.

                  "CMI" shall mean the census mix indices of the Provider.

                  "CODE" shall mean the Uniform Commercial Code of the State of
Florida or as to any particular Collateral, as in effect in any other
jurisdiction whose laws govern the perfection or the effect or nonperfection of
CHF's security interest in such Collateral.

                  "COLLATERAL" shall have the meaning set forth in the Security
Agreement.

                  "COMPLIANCE CERTIFICATE" shall mean a certificate duly
executed by the chief executive officer, chief financial officer or managing
general partner, as the case may be, of Provider appropriately completed in a
form acceptable to CHF.

                  "CONTRACT YEAR" shall mean the twenty-four (24) months
immediately following the Closing Date or any anniversary thereof.


<PAGE>



                  "DEBTOR" shall have the meaning set forth in the Security 
Agreement.

                  "DEFAULT" shall mean an event which through the passage of
time or the service of notice or both would mature into an Event of Default.

                  "DEFAULT INTEREST RATE" shall mean a fluctuating interest rate
per annum equal to the sum of the otherwise applicable Base Rate plus three
percent (3%).

                  "DISPUTE" shall mean, with respect to Receivables, a dispute
or claim, BONA FIDE or otherwise, as to cost, terms, necessity of service
rendered, quality or any cause or defense to payment whatsoever.

                  "ELIGIBLE CLAIMS" shall mean all rights to payment or
reimbursement under Medicare, Medicaid, Blue Cross, other Third Party payors or
contracted staffing services, services actually rendered or goods actually sold
by Provider, as to which CHF has a valid, first priority and fully perfected
security interest.

Eligible Claims shall include:

                                    (i)               Medicare, Medicaid, Blue
Cross, or other Third Party Claims up to 150 days from claim date except for 
Medicare Claims under Medicare PIP payments;

                                    (ii)              Medicare Claims under 
Medicare PIP limited to two PIP payments;

                                    (iii)             Contracted Staffing 
Services up to 150 days from invoice date except for Contracted Staffing 
Services to the U.S. Virgin Islands;

                                    (iv)              Contracted Staffing 
Services to the U.S. Virgin Islands up to 120 days from invoice date in the 
event that valid, executed contracts from the Government of the U.S. Virgin 
Islands are not delivered to CHF;

                                    (v)               Contracted Staffing 
Services to the U.S. Virgin Islands up to 180 days from invoice date for 
Contracted Staffing Services to the island of St. Croix and up to 210 days 
from the invoice date for the Contracted Staffing Services to the island of 
St. Thomas in the event that valid, executed contracts from the Government of 
the U.S. Virgin Islands are delivered to CHF.
No other Receivables shall be deemed to be Eligible Claims including, without
limitation:

                                            1. Receivables with respect to 
                                               which CHF does not have a valid,
                                               first priority and fully 
                                               perfected security interest; and

                                            2. Receivables subject to any Lien
                                               except those in favor of CHF.

                  "EMPLOYMENT BENEFIT PLAN" shall mean any employee benefit plan
within the meaning of Section 3(3) of ERISA which (a) is maintained for
employees of Provider or any ERISA affiliate or (b) has at any time within the
preceding six (6) years been maintained for the employees of Provider or any
current or former ERISA Affiliate.

                  "ENVIRONMENTAL LAWS" shall have the meaning set forth in 
Section 5.13.3.

                  "ESTIMATED VALUE" shall mean the amount of each Receivable
that CHF determines in its sole discretion will be paid by the third party Payor
with respect to such Receivable, which amount shall be subject to adjustment
from time to time by CHF in its sole discretion.

                  "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended from time to time, and any successor statute and all rules
and regulations promulgated thereunder.

                  "ERISA AFFILIATE" as applied to Provider, shall mean any
Person who is a member of a group which is under common control with Provider,
who together with Provider is treated as a single employer within the meaning of
Section 414(b) and (c) of the IRC.

                  "EVENT OF DEFAULT" shall mean the occurrence or existence 
of an event described in Section 8.1 hereof.


<PAGE>



                  "EXCESS INTEREST" shall have the meaning set forth in Section
2.4.2.

                  "FEDERAL GOVERNMENT FUNDS" shall mean funds received for
services provided under Medicare, Medicaid, or State health care program.

                  "FINAL CLAIMS REDUCTIONS" shall have the meaning set forth 
in Section 2.1.3.2.

                  "FISCAL YEAR" shall mean the twelve month period ending on
November 30 of each year.

                  "GAAP" shall mean generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board that are applicable
to the circumstances as of the date of determination.

                  "GOVERNMENTAL AUTHORITY" shall mean any federal, state,
municipal or other governmental department, commission, board, bureau, agency,
court, tribunal or other instrumentality, and any arbitrator.

                  "GOVERNMENT AUDIT" shall have the meaning set forth in 
Section 2.1.3.2.

                  "GUARANTIES" shall have the meaning set forth in 
Section 3.1.11.3.

                  "GUARANTORS" shall mean all officers, as applicable, of
Provider and Persons who execute and deliver a Guaranty.

                  "INDEBTEDNESS" shall mean at a particular time (1)
indebtedness for borrowed money or for the deferred purchase price of property
or services in respect of which Provider is liable, contingently or otherwise,
as obligor, guarantor or otherwise or any commitment by which Provider assures a
creditor against loss, including, but not limited to subordinated indebtedness,
(2) obligations under leases which shall have been or should be, in accordance
with GAAP, recorded as capital leases in respect of which obligations Provider
is liable, contingently or otherwise, as obligor, guarantor or otherwise, or in
respect of which obligations Provider assures a creditor against loss, and (3)
any obligation of Provider to a multi-employer plan or any other unfunded
pension obligations and liabilities with respect to any other plan.

                  "INTANGIBLE ASSETS" shall mean the amount of a Person's
intangible assets (determined in conformity with GAAP), including, without
limitation, goodwill, trademarks, licenses, organization costs, deferred
amounts, covenants not to compete, unearned income, and restricted funds.

                  "INTEREST RATE" shall mean a rate per annum equal to the
greater of seven percent (7%) or the Base Rate plus TWO percent (2%).

                  "IRC" shall mean the Internal Revenue Code of 1986, as amended
from time to time, and any successor statute.

                  "LIEN" shall mean any lien, mortgage, pledge, security
interest, assignment, deposit arrangement, charge or encumbrance of any kind,
whether voluntary or involuntary whether such interest is based on common law,
statute, or contract (including any conditional sale or other title retention
agreement, any lease in the nature thereof, and any agreement to give any
security interest).

                  "LOAN DOCUMENTS" shall mean, collectively, this Agreement, the
Note, the Security Agreement, the Guaranties and all agreements, instruments and
documents whether heretofore, now, or hereafter executed by or on behalf of
Provider and delivered to CHF with respect to the transactions contemplated by
this Agreement, together with all agreements and documents between Provider and
CHF referred to therein or contemplated thereby. Any one of the foregoing may be
referred to herein as a "Loan Document".


<PAGE>



                  "MANDATORY CLAIMS REDUCTIONS" shall have the meaning set 
forth in Section 2.1.3.2.

                  "MATERIAL ADVERSE EFFECT" - Material Adverse Effect means (1)
a material adverse effect upon the business, operations, properties, assets or
condition (financial or otherwise) of Provider on an individual basis or taken
as a whole or (2) the impairment of the ability of Provider to perform in all
material respects its obligations under any Loan Document to which it is a party
or of CHF to enforce or collect of any Obligations.

                  "MAXIMUM RATE" shall have the meaning set forth in 
Section 2.4.2.

                  "MEDICAL WASTE LAWS" shall have the meaning set forth in 
Section 5.13.2.

                  "NET WORTH" as applied to any Person, shall mean as of the
date of any determination thereof, such Person's total assets less such Person's
total liabilities (as such terms are defined under GAAP).

                  "NOTE" shall mean the Revolving Promissory Note executed by
Provider pursuant to Section 2.2 hereof in the principal amount of
$8,000,000.00.

                  "OBLIGATIONS" - Obligations shall mean all Advances, service
charges, fees, debts, liabilities, obligations, covenants and duties owing by
Provider to CHF, including, but not limited to, the principal amount of the
Advances, any letter of credit obligations arranged by CHF with a bank on behalf
of or for the benefit of Provider, all claims, and indebtedness, accrued and
unpaid interest and all fees, costs, and expenses, whether primary or secondary,
direct or indirect, absolute or contingent, fixed or otherwise heretofore, now
and/or from time to time hereafter owing, due or payable.

                  "PHYSICAL PLANT" shall have the meaning set forth in 
Section 5.13.3.

                  "PERMITTED ENCUMBRANCES" shall mean the following types of
Liens: (1) Liens for taxes, assessments or other governmental charges not yet
due and payable; (2) statutory Liens of landlords, carriers, warehousemen,
mechanics, materialmen and other similar liens imposed by law, which are
incurred in the ordinary course of business for sums not more than thirty (30)
days delinquent; (3) Liens incurred or deposits made in the ordinary course of
business in connection with worker's compensation, unemployment insurance and
other types of social security, statutory obligations, surety and appeal bonds,
bids, leases, government contracts, trade contracts, performance and
return-of-money bonds and other similar obligations (exclusive of obligations
for the payment of borrowed money); (4) easements, rights-of-way, restrictions,
and other similar charges or encumbrances not interfering in any material
respect with the ordinary conduct of the business of Provider or any of its
Subsidiaries (5) Liens in favor of CHF, and (6) and other Liens approved by CHF
in writing.

                  "PERMITTED INDEBTEDNESS" shall mean the following
indebtedness: all expenditures incurred in the ordinary course for capital
leases of less than $50,000.00, indebtedness less than $100,000.00 in the
aggregate or any other indebtedness approved by CHF in writing.

                  "PERSON" - Person shall mean any individual, sole
proprietorship, partnership, limited liability partnership, joint venture,
trust, unincorporated organization, association, corporation, limited liability
corporation, institution, entity, party, or government (whether territorial,
national, federal, state, provincial, county, city, municipal or otherwise,
including, without limitation, any instrumentality, division, agency body or
department thereof).

                  "PROPOSED CLAIMS REDUCTIONS" shall have the meaning set forth
in Section 2.1.3.1.

                  "PROVIDER'S ACCOUNT" shall have the meaning set forth in 
Section 2.4.1.

                  "RECEIVABLES" shall mean all presently existing, hereafter
created and future rights, title and interest of Provider in and to payment for
services rendered or goods or merchandise sold, accounts (including any
"account", as such term is defined in the Code), receivables, contract rights,
chattel paper, instruments, documents, rights to payment or reimbursement under
Medicare, Medicaid, other


<PAGE>



government-sponsored or funded health care programs or insurance or other
medical benefit payments assigned to Provider by patients or pursuant to any
preferred provider, health maintenance organization, capitated payment
agreements, or other Provider-Payor agreements, all guaranties and security
therefor, whether owned directly, as assignee, by law or otherwise, including,
without limitation, all of Provider's accounts receivable, lease receivables,
license receivables, and other amounts from time to time owing to or owned by
Provider for goods sold or leased or for services rendered or for Capital
Expenditures, whether or not earned by performance, and all rights now or
hereafter existing in and to all security agreements, leases, licenses and other
contracts securing or otherwise relating to any such accounts, contract rights,
chattel paper, instruments, documents and rights to payment or reimbursement;
and all proceeds of the foregoing.

                  "RECEIVABLES REPORT" shall have the meaning set forth in 
Section 2.1.2.

                  "REVOLVING CREDIT ADVANCE CEILING" shall have the meaning set
forth in Section 2.1.1.

                  "SOLVENT" shall mean, when used with respect to any Person,
that (i) the fair saleable value of its assets is in excess of the total amount
of its liabilities (including for purposes of this definition all liabilities,
whether or not reflected on a balance sheet prepared in accordance with GAAP,
and whether direct or indirect, fixed or contingent, secured or unsecured,
disputed or undisputed); and (ii) it is able to pay its debts or obligations in
the ordinary course as they mature; and (iii) that Person has capital sufficient
to carry on its business and all business in which it is about to engage.

                  "SUBSIDIARY" - Subsidiary means, with respect to any Person,
any corporation, association or other business entity of which more than 50% of
the total voting power of shares of stock (or equivalent ownership or
controlling interest) entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof
is at the time owned or controlled, directly or indirectly, by that Person or
one or more of the other subsidiaries of that Person or a combination thereof.

                  "TANGIBLE NET WORTH" - Tangible Net Worth, as applied to any
Person, shall mean as of the date of any determination thereof, an amount equal
to: (a) such Person's Net Worth; LESS (b) such Person's net Intangible Assets;
LESS (c) all obligations owed to a Person or any of its subsidiaries by any
Affiliate of a Person or any of its Subsidiaries; and LESS (d) all loans by a
Person to officers, stockholders, shareholders, or employees of a Person.

                  "TERMINATION DATE" shall have the meaning provided in 
Section 9 hereof.

                  "THIRD PARTY OBLIGORS" shall have the meaning set forth in 
Section 2.3.4.

                  "TOTAL ADVANCE LIMIT" shall mean $8,000,000.00 which amount
shall be inclusive of any letters of credit arranged with a bank or trust
company by CHF for the amount of or on behalf of Provider.


<PAGE>



                                    EXHIBIT B

                          CAPITAL HEALTHCARE FINANCING
                       A DIVISION OF CAPITAL FACTORS, INC.
                            REVOLVING PROMISSORY NOTE

$8,000,000.00                                          Atlanta, Georgia
                                                       Dated:  February 7, 1996


     FOR VALUE RECEIVED, the undersigned, each of which is listed on ANNEX I
hereto (jointly and severally referred to herein as "BORROWER"), HEREBY JOINTLY
AND SEVERALLY PROMISE TO PAY to the order of CAPITAL HEALTHCARE FINANCING, a
division of Capital Factors, Inc., a Florida corporation ("LENDER") the
principal amount of EIGHT MILLION DOLLARS ($8,000,000.00) or so much thereof as
shall have been advanced by Lender to Borrower pursuant to the Provider
Revolving Loan Agreement described below with interest thereon, or on the amount
thereof from time to time outstanding, to be computed as hereinafter provided,
until the said principal sum shall be fully paid and to be due and payable as
hereinafter provided.

          1. LOAN PAYMENTS.

               a. INTEREST AND PRINCIPAL PAYMENTS. Installments of interest only
shall be due and payable in arrears on or before the fifth (5th) day of each
calendar month during the term hereof commencing on the 5th day of March, 1996
and on the 5th day of each succeeding month thereafter until the termination of
the Loan Agreement (as hereafter defined) or should an event of default occur as
defined in the Loan Agreement at which time the entire outstanding principal
balance together with all accrued and unpaid interest shall be due and payable
without demand. Interest on the principal amount hereof from time to time
outstanding, shall be at a rate equal to the greater of seven percent (7%) or
two percent (2%) per annum above the Base Rate (as hereinafter defined) in
effect from time to time (herein, the "STATED RATE"), from the date hereof until
such principal amount is paid in full. The Stated Rate shall change from time to
time in accordance with changes in the Base Rate. Borrower further agrees to pay
interest on any amount of principal and interest which is not paid when due
(whether at stated maturity, by acceleration or otherwise), from the date on
which such amount is due until such amount is paid in full, payable on demand,
at a rate per annum, in lieu of the Stated Rated, equal at all times to three
percent (3%) per annum above the Stated Rate (the "DEFAULT RATE"). "BASE RATE"
shall mean prime which is announced from time to time in the Wall Street Journal
(or such other prime rate as Lender shall designate from time to time in the
event the Wall Street Journal ceases to publish such rate) (with the
understanding that any such rates may merely serve as a basis upon which
effective rates of interest are calculated for loans making reference thereto,
and that such rates are not necessarily the lowest or best rates at which any
bank or other financial institution calculates interest or extends credit).

               b. TIMING OF PAYMENTS. Both principal and interest are payable in
lawful money of the United States of America to Lender, in funds which shall be
available to Lender in an account designated by Lender no later than 2:00 P.M.
(Eastern Standard time) on or before the day that the applicable payment of
principal or interest is due.

          2. PREPAYMENT. Except for collections received by or on behalf of
lender pursuant to the loan documents (as hereafter defined), Borrower may not
prepay this Note. Under no circumstances may there be a partial prepayment of
this Note. Borrower may prepay only the entire unpaid balance of this Note upon
payment of a prepayment fee as follows:

               Beginning with the date of this Note and continuing through
February 6, 1997, the prepayment fee shall be two percent (2%) of the Total
Advance Limit and prepayment fee shall decrease to one (1%) of the Total Advance
Limit beginning on February 7, 1997. Beginning on February 7, 1998, there shall
be no prepayment fee. In the event that payment of this Note shall be


<PAGE>



accelerated for any reason whatsoever by Lender, the prepayment fee in effect as
of the date of such acceleration shall be paid and such prepayment fee shall
also be added to the outstanding balance of this Note in determining the debt
for the purposes of the Loan Documents given to secure this Note.

          3. SECURITY. This Note is secured by, among other things, a Provider
Revolving Loan Agreement, dated the date hereof, by and among Borrower and
Lender (the "LOAN AGREEMENT"), a Security Agreement, dated the date hereof, by
and among Borrower, Lender and the other parties granting a security interest as
provided therein and a Performance Guaranty made by an officer of Borrower in
favor of Lender, (collectively, the "LOAN DOCUMENTS"). It is expressly agreed
that the principal sum of this Note (and all accrued interest thereon and other
sums payable hereunder) shall become immediately due at the option of Lender on
the happening of any default, and the expiration of any applicable notice and/or
grace period under the terms of this Note or under any of the other Loan
Documents.

          4. APPLICABLE LAW. Borrower agrees that this Note shall be governed
by, and construed and enforced in accordance with, the laws of the State of
Florida.

          5. MODIFICATION. This Note may not be modified or terminated orally.

          6. WAIVER.

               a. Borrower and any endorsers, sureties and guarantors hereof or
hereon hereby waive presentment for payment, demand, protest, notice of
non-payment (except for such notice as is expressly provided in the Loan
Agreement) or dishonor and of protest, and agree to remain bound until the
principal sum of this Note or the amount thereof outstanding and interest and
all other sums payable hereunder are paid in full notwithstanding any extensions
of time for payment which may be granted even though the period of extension be
indefinite, and notwithstanding any inaction by, or failure to assert any legal
right available to, Lender.

               b. No delay or failure on Lender's part in exercising any right,
privilege or option hereunder shall operate as a waiver thereof or of any other
right, privilege or option, it being understood and agreed that Lender's rights,
remedies and options under this Note and the other Loan Documents are and shall
be cumulative and are in addition to all other rights, remedies and options of
Lender in law or in equity or under any other agreement. No waiver whatsoever
shall be valid unless in writing, signed by Lender, and then only to the extent
therein set forth.

          7. SUCCESSORS. The term "Lender" shall mean the then holder of this
Note from time to time and its successors and assigns.

          8. LATE CHARGES. In the event any payment or installment due or
payable under this Note and/or under any of the other Loan Documents shall
become overdue for a period in excess of five (5) days, in addition to interest
being charged at the Default Rate and Lender's other remedies, a "late charge"
of $0.04 for each dollar so overdue may be charged by Lender for the purpose of
deferring the expenses incident to handling such delinquent payment or
installment.

          9. COST OF COLLECTION. Borrower shall pay all costs of collection when
incurred after an Event of Default (as defined in the Loan Agreement),
including, without limitation, the reasonable attorneys' fees and disbursements
of Lender's counsel and court costs, which costs may be added to the
indebtedness evidenced hereby and must be paid promptly on demand, together with
interest thereon at the Default Rate from the time of Lender's payment.

          10. USURY. In no event shall this or any other provision herein or in
the Loan Agreement or the Security Agreement, permit the collection of any
interest which would be usurious under the law governing this transaction. If
any such interest in excess of the maximum rate allowable under applicable law
has been collected, Borrower agrees that the amount of interest collected above
the maximum rate permitted by applicable law, shall be refunded to Borrower, and
Borrower agrees to accept such refund, or, at Borrower's option, such refund
shall be applied as a principal payment hereunder.


<PAGE>

          11. WAIVER OF JURY TRIAL. BY EXECUTION HEREOF AND ACCEPTANCE HEREOF,
BORROWER AND LENDER AGREE THAT NEITHER BORROWER NOR LENDER, NOR ANY ASSIGNEE,
SUCCESSOR, HEIR, OR LEGAL REPRESENTATIVE (ALL OF WHOM ARE HEREINAFTER REFERRED
TO AS THE "PARTIES") SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING,
COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF
THIS NOTE OR ANY OTHER LOAN DOCUMENTS, ANY RELATED AGREEMENT OR INSTRUMENT, ANY
OTHER COLLATERAL FOR THE DEBT OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR
AMONG THE PARTIES, OR ANY OF THEM. NONE OF THE PARTIES WILL SEEK TO CONSOLIDATE
ANY SUCH ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED. THE PROVISIONS OF THIS
PARAGRAPH HAVE BEEN FULLY NEGOTIATED BY THE PARTIES WITH LENDER, AND THESE
PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. LENDER HAS IN NO WAY AGREED WITH
OR REPRESENTED TO BORROWER, ANY GUARANTOR, OR ANY OTHER PARTY THAT THE
PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

          12. MISCELLANEOUS.

               a. In the event that any provision of this Note or the
application thereof to Borrower or any circumstance in any jurisdiction
governing this Note shall, to any extent, be invalid or unenforceable under any
applicable statute, regulation or rule of law, then such provision shall be
deemed inoperative to the extent that it may conflict herewith and shall be
deemed modified to conform to such statute, regulation or rule of law, and the
remainder of this Note and the application of any such invalid or unenforceable
provision to parties, jurisdictions or circumstances other than to whom or to
which it is held invalid or unenforceable shall not be affected thereby nor
shall the same affect the validity or enforceability of any other provision of
this Note.

               b. Time is of the essence as to all dates set forth in this Note,
subject to any applicable notice or grace period provided herein; PROVIDED,
HOWEVER, that, whenever any payment to be made hereunder shall be stated to be
due on a day other than a Business Day, such payment may be made on the next
succeeding Business Day and such extension of time shall in such case be
included in the computation of interest payable hereunder.

               c. Borrower hereby agrees to perform and comply with each of the
terms, covenants and provisions contained in this Note and in any instrument
evidencing or securing the indebtedness evidenced by this Note on the part of
Borrower to be observed and/or performed hereunder and thereunder. No release of
any security for the principal sum due under this Note, or any portion thereof,
and no alteration, amendment or waiver of any provision of this Note or of any
instrument evidencing and/or securing the indebtedness evidenced by this Note
made by agreement between Lender and any other person or party shall release,
discharge, modify, change or affect the liability of Borrower under this Note or
under such instruments.

               d. Except as expressly provided in the Loan Agreement, no act of
commission or omission of any kind or at any time upon the part of Lender, its
co-lenders and participants, if any, in respect of any matter whatsoever shall
in any way impair the rights of Lender to enforce any right, power or benefit
under this Note and no set-off, counterclaim, reduction or diminution of any
obligation or any defense of any kind or nature which Borrower has or may have
against Lender, its co-lenders and participants, if any, shall be available
hereunder to Borrower, except that to the extent applicable rules of court would
require that Borrower assert any counterclaim it may have against Lender in the
same action filed by Lender to enforce collection hereof, only such counterclaim
shall be so preserved.

               e. The captions preceding the text of the various paragraphs
contained in this Note are provided for convenience only and shall not be deemed
to in any way affect or limit the meaning or construction of any of the
provisions hereof.

               f. This Note shall be governed by and interpreted in accordance
with the


<PAGE>



internal laws of the State of Florida without regard to conflicts of law
principles. All judicial proceedings brought against Borrower arising out of, in
connection with or relating to Note may be brought in any state or federal court
of competent jurisdiction in the State of Florida and by execution and delivery
of this Note, Borrower accepts for itself and in connection with its properties,
generally and unconditionally, the jurisdiction of the aforesaid courts and
waives any defense of forum non conveniens and irrevocably agrees to be bound by
any judgment rendered thereby in connection with this Note. Borrower waives
personal service of any summons, complaint or other process, and agrees that
service thereof may be made by registered or certified mail directed to Borrower
at its address of which Borrower has previously notified Lender in accordance
with Section 11.3 of the Provider Revolving Loan Agreement. Nothing herein shall
affect the right to serve process in any other manner permitted by law or shall
limit the right of Lender to bring proceedings against Borrower in the courts of
any other jurisdiction.

               g. This Note is a Master Promissory Note, and Borrower is
extended a line of credit up to but not exceeding the amount shown herein. In
accordance with the Loan Documents, Lender, in its sole discretion, may make
advances pursuant to the Loan Agreement from time to time and it is therefore
contemplated that the outstanding balance may fluctuate accordingly. Nothing
herein shall be construed as a warranty or representation by Lender that it will
at any time make advances to Borrower, other than in accordance with the Loan
Documents. Any request for an advance under this Note shall be subject to review
and approval by Lender.


<PAGE>



          Lender may assign to one or more banks or other entities or
participants all or a portion of its rights under this Note. In the event of an
assignment of all of its rights, Lender may transfer this Note to the assignee.
In the event of an assignment of a portion of its rights under this Note, Lender
shall retain this note for the mutual benefit of the participants subject to
Lender's rights pursuant to the Loan Agreement, which rights shall include
Lender's right to transfer this note to another lead lender without further
liability or responsibility to Borrower. Lender may sell participations to one
or more banks or other entities in or to all or a portion of its rights under
this Note. Lender may, in connection with any assignment or participation or
proposed assignment or proposed participation, disclose to the assignee or
participant or proposed assignee or proposed participant any information
relating to Borrower furnished to Lender by or on behalf of Borrower.

IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed and
delivered as of the day and year first above written.

             HOSPITAL STAFFING SERVICES, INC.,
             a Florida corporation

             By:  /S/  BOBBY L. SHIELDS
                 --------------------------------
              Bobby L. Shields, Secretary

             HSSI TRAVEL NURSE OPERATIONS, INC.
             a Florida corporation

             By: /S/  BOBBY L. SHIELDS
                 --------------------------------
              Bobby L. Shields, Secretary

             HSS RECRUITING, INC.
             a Florida corporation

             By: /S/  BOBBY L. SHIELDS
                 --------------------------------
              Bobby L. Shields, Secretary

             HSSI MEDICARE HOME OFFICE, INC. D/B/A
             HOME CARE HOME OFFICE
             a Florida corporation

             By: /S/  BOBBY L. SHIELDS
                 --------------------------------
              Bobby L. Shields, Secretary

             HOSPITAL STAFFING SERVICES OF MASSACHUSETTS, INC.
             D/B/A  ALTERNATIVE CARE MEDICAL SERVICES
             a Florida corporation

             By: /S/  BOBBY L. SHIELDS
                 --------------------------------
              Bobby L. Shields, Secretary


<PAGE>



              HOSPITAL STAFFING SERVICES OF RHODE ISLAND, INC. D/B/A
              ALTERNATIVE CARE MEDICAL SERVICES
              a Florida corporation

              By: /S/  BOBBY L. SHIELDS
                 -------------------------------------------------
               Bobby L. Shields, Secretary

              HOSPITAL STAFFING SERVICES OF TENNESSEE, INC. D/B/A
              MID-SOUTH COMPREHENSIVE HOME HEALTH
              a Florida corporation

              By: /S/  BOBBY L. SHIELDS
                 -------------------------------------------------
               Bobby L. Shields, Secretary

              ALL-CARE PROFESSIONAL SERVICES, INC.
              a Tennessee corporation

              By: /S/  BOBBY L. SHIELDS
                 -------------------------------------------------
               Bobby L. Shields, Secretary

              HSSI OF GEORGIA, INC. D/B/A
              TRI-THERAPY
              a Florida corporation

              By: /S/  BOBBY L. SHIELDS
                 -------------------------------------------------
               Bobby L. Shields, Secretary

              HSSI PROPRIETARY HOME OFFICE, INC.
              a Florida corporation

              By: /S/  BOBBY L. SHIELDS
                 -------------------------------------------------
               Bobby L. Shields, Secretary

              HOSPITAL STAFFING SERVICES OF FLORIDA, INC.
              a Florida corporation

              By: /S/  BOBBY L. SHIELDS
                 -------------------------------------------------
               Bobby L. Shields, Secretary

              HSSI ACQUISITION CORP.
              a New York corporation

              By: /S/  BOBBY L. SHIELDS
                 -------------------------------------------------
               Bobby L. Shields, Secretary


<PAGE>



        HOSPITAL STAFFING SERVICES OF CALIFORNIA, INC.
        a Florida corporation

        By: /S/  BOBBY L. SHIELDS
           ---------------------------------------------------
         Bobby L. Shields, Secretary

        HOSPITAL STAFFING SERVICES MEDICARE OF BROWARD, INC.
        a Florida corporation

        By: /S/  BOBBY L. SHIELDS
           ---------------------------------------------------
         Bobby L. Shields, Secretary

        HOSPITAL STAFFING SERVICES MEDICARE OF
        PALM BEACH, INC.
        a Florida corporation

        By: /S/  BOBBY L. SHIELDS
           ---------------------------------------------------
         Bobby L. Shields, Secretary

        HSSI OF FLORIDA PROPRIETARY, INC.
        a Florida corporation

        By: /S/  BOBBY L. SHIELDS
           ---------------------------------------------------
         Bobby L. Shields, Secretary


<PAGE>







STATE OF GEORGIA  )
                  ) SS:
COUNTY OF FULTON  )

                  I HEREBY CERTIFY that on this date, before me, a Notary Public
duly authorized in the State and County named above to administer oaths and take
acknowledgments, personally appeared BOBBY L. SHIELDS, as Secretary
of HOSPITAL STAFFING SERVICES, INC., HSSI TRAVEL NURSE OPERATIONS, INC., HSS
RECRUITING, INC., HSSI MEDICARE HOME OFFICE, INC., HOSPITAL STAFFING SERVICES OF
MASSACHUSETTS, INC., HOSPITAL STAFFING SERVICES OF RHODE ISLAND, INC., HSSI OF
GEORGIA, INC., HOSPITAL STAFFING SERVICES OF TENNESSEE, INC., HSSI PROPRIETARY
HOME OFFICE, INC., HOSPITAL STAFFING SERVICES OF FLORIDA, INC., HOSPITAL
STAFFING SERVICES OF CALIFORNIA, INC., HOSPITAL STAFFING SERVICES MEDICARE OF
BROWARD, INC., HOSPITAL STAFFING SERVICES MEDICARE OF PALM BEACH, INC., HSSI OF
FLORIDA PROPRIETARY, INC., all Florida corporations, ALL-CARE PROFESSIONAL
SERVICES, INC., a Tennessee corporation, and HSSI ACQUISITION CORP., a New York
Corporation, to me well known and to me known to be the person described above,
and known to me to be the person who signed the foregoing instrument in the City
of Atlanta, County of Fulton, in the State of Georgia, and he acknowledged the
execution thereof at said place and the physical delivery of the instrument to
the representative of Lender at said place to be his free act and deed on behalf
of the Corporation for the purposes and uses therein expressed.

                  WITNESS my hand and official seal in the State and County
aforesaid this 6TH day of FEBRUARY , 1996.

                                               /S/  BARBARA MCCORKLE
                                               ------------------------------
                                               Notary Public State of Georgia
My Commission Expires:                         Print Name: BARBARA MCCORKLE
                                               Commission Number: ____________


<PAGE>



                      ANNEX I TO REVOLVING PROMISSORY NOTE

                    List of Entities Comprising the Borrower

Hospital Staffing Services, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

HSSI Travel Nurse Operations, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

HSS Recruiting, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

HSSI Medicare Home Office, Inc. d/b/a
Home Care Home Office
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

Hospital Staffing Services of Massachusetts, Inc. d/b/a
Alternative Care Medical Services
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

Hospital Staffing Services of Rhode Island, Inc. d/b/a
Alternative Care Medical Services
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

Hospital Staffing Services of Tennessee, Inc. d/b/a
Mid-South Comprehensive Home Health
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

All-Care Professional Services, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

HSSI of Georgia, Inc. d/b/a
Tri-Therapy
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

HSSI Proprietary Home Office, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

Hospital Staffing Services of California, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308


<PAGE>



Hospital Staffing Services of Florida, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

HSSI Acquisition Corp.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

Hospital Staffing Services Medicare of Broward, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

Hospital Staffing Services Medicare of Palm Beach, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

HSSI of Florida Proprietary, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

ADDRESS FOR NOTICES FOR ALL ENTITIES LISTED ABOVE:

Hospital Staffing Services, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308


<PAGE>



                                    EXHIBIT C

                          CAPITAL HEALTHCARE FINANCING
                       A DIVISION OF CAPITAL FACTORS, INC.
                              PERFORMANCE GUARANTY

                  In order to induce Capital Healthcare Financing, a division of
Capital Factors, Inc., a Florida Corporation (hereinafter called "Capital") to
enter into the Provider Revolving Loan Agreement (hereinafter the "Agreement")
dated FEBRUARY 7, 1996 between Capital and each of the entities listed on ANNEX
I hereto (collectively the "Client"), and in consideration of the acceptance by
Capital of the Agreement, and of other valuable consideration, the receipt of
which is hereby acknowledged, the undersigned does warrant and guarantee to
Capital, its successors and assigns, that: no person (including an organization,
agency or other entity), shall with respect to Receivables, as defined in the
Agreement, assigned by Client to Capital, (1) present or cause to be assigned to
Capital a Receivable that is for, (A) a claim that is for a medical or other
item or service that the person knows or should know was not provided as
claimed, (B) is for a medical or other item or service and the person knows or
should know the claim is false or fraudulent, (C) is presented for a physician's
service (or an item or service incident to a physician's service) by a person
who knows or should know that the individual who furnished (or supervised the
furnishing of) the service (i) was not licensed as a physician, or (ii) at the
time the service was furnished that the physician was not certified in a medical
specialty by a medical specialty board when required by the regulations
(Medicare, Medicaid, or otherwise), or (D) is for a medical or other item or
service furnished during a period in which the Client was excluded from the
program (Medicare, Medicaid, State Health, or otherwise) under which the claim
was made, (2) knowingly and willfully make or cause to be made any false
statement or representation of a material fact in any application for any
benefit or payment under a program (Medicare, Medicaid, State Health, or
otherwise), (3) at any time knowingly and willfully make or cause to be made any
false statement or representation of a material fact for use in determining
rights to such benefit or payment, (4) having knowledge of the occurrence of any
event affecting (A) the initial or continued right to any such benefit or
payment, or (B) the initial or continued right to any such benefit or payment of
any individual in whose behalf the person has applied for or is receiving such
benefit or payment, conceals or fails to disclose such event with an intent
fraudulently to secure such benefit or payment either in a greater amount or
quantity than is due or when no such benefit or payment is authorized, or (5)
having made application to receive any such benefit or payment for the use and
benefit of another and having received it, knowingly and willfully converts such
benefit or payment or any part thereof to use other than for the use and benefit
of such other person; and (6) that no payments have been or shall be made on
such Receivables except payments delivered by or for Client to Capital as
provided in the Agreement; and that Client, immediately upon its receipt
thereof, will deliver to Capital all original checks, drafts, notes, acceptances
and other instruments of payment received by Client in payment of or on account
of said Receivables, in accordance with the terms of the Agreement; and that
Client's books and records reflect that Client has granted to Capital a first
and valid security interest in and to all its present and future Receivables,
the proceeds thereof and returned goods, free and clear of all liens, claims,
encumbrances and security interests other than those of Capital; and that at the
time all such Receivables are assigned to Capital, neither Client nor the
undersigned will be aware of any facts, events or circumstances which in any way
will impair the validity or enforceability of such Receivables.

                  This shall be a continuing guarantee and shall not be limited
to any specific sum.

                  The undersigned agrees that this guaranty shall not be
impaired by any modification, supplement, extension, amendment, release or other
alteration of any agreement, the Agreement, or of the obligations hereby
guaranteed or of any security therefor, to all of which the undersigned
consents. This guaranty shall not be terminable by the undersigned so long as
any advances by Capital under the Agreement remain outstanding and unpaid,
except that this guaranty shall terminate with respect to the undersigned on the
date that Capital receives written notice of the undersigned's termination of
employment with Client, but such termination shall not affect the undersigned's
warranties, guaranties or obligations hereunder with respect to Receivables
which were assigned to Capital on or prior to the date Capital receives notice
of termination of the undersigned's employment with Capital. Additionally,
Client represents and warrants to Capital that Client shall, within ten days


<PAGE>



of the date of Capital's receipt of the undersigned's termination of employment
with Client, provide Capital with a performance guaranty in the same form and
content as this guaranty from an officer involved in the operations and/or
management of Client with the approval of Capital, which approval shall not be
unreasonably withheld. In the event that Capital fails to receive this form of
guaranty from such officer or officers of Client as set forth above, such shall
constitute a default by Client under the Agreement.

                  This guaranty is made in the State of Florida and shall be
governed by construed and interpreted in accordance with the laws of the State
of Florida. THE UNDERSIGNED WAIVES TRIAL BY JURY AND RIGHT TO TRIAL BY JURY in
all actions and proceedings between Capital and the undersigned and agree that
all legal actions or proceedings between Capital and the undersigned may be
brought in any court of competent jurisdiction in the State of Florida, the
undersigned hereby waiving objections to summons, service of process, personal
jurisdiction of the person or venue of any such court. Any summons or other
service of process may be served on the undersigned in accordance with the
provisions of the General Statutes of Florida relating to service of Process or
by forwarding a copy of the summons and complaint or other documents by
registered mail, return receipt requested, to the undersigned at the following
address 592 NORTHWEST 111TH TERRACE, CORAL SPRINGS, FL 33071 along with a copy
to Client at its address set forth in the Agreement and the receipt thereof
by the undersigned or any agent executing a receipt shall constitute 
personal service of process on the undersigned.

                  The undersigned waives notice of acceptance hereof or of any
transaction with Capital; presentment and protest of any instrument and notice
of default; and forbearance or extension and any other notices.

                  No modification, waiver or discharge of the liability of the
undersigned shall be valid unless in writing, signed and subscribed by Capital.
This agreement of guaranty shall bind and inure for and to the benefit of the
respective parties hereto, their heirs, executors, administrators, successors
and assigns.

THE UNDERSIGNED ACKNOWLEDGES HE HAS READ THE GUARANTY AND HAS EXECUTED IT AS
A SPECIFIC INDUCEMENT FOR CAPITAL HEALTHCARE FINANCING, a division of, CAPITAL
FACTORS, INC. TO ENTER INTO THE AGREEMENT.

Witness:

/S/  JACQUELINE BAEZ                           /S/  BOBBY L. SHIELDS
     -----------------                              -----------------------
                                                    Bobby L. Shields

Date: FEBRUARY 7, 1996

                  Client hereby acknowledges this Guaranty and agrees in all
respects to be bound thereby and to keep, observe and perform the matters and
things therein intended of it to be done.

                                       HOSPITAL STAFFING SERVICES, INC.
                                       for itself, and for those entities 
                                       listed on Annex I attached hereto.

                                       By:  /S/  RONALD A. CASS
                                            ------------------------------
                                       Ronald A. Cass, Chief Executive Officer



<PAGE>
                         ANNEX I TO PERFORMANCE GUARANTY

                    List of Entities Comprising the Borrower

Hospital Staffing Services, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

HSSI Travel Nurse Operations, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

HSS Recruiting, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

HSSI Medicare Home Office, Inc. d/b/a
Home Care Home Office
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

Hospital Staffing Services of Massachusetts, Inc. d/b/a
Alternative Care Medical Services
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

Hospital Staffing Services of Rhode Island, Inc. d/b/a
Alternative Care Medical Services
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

Hospital Staffing Services of Tennessee, Inc. d/b/a
Mid-South Comprehensive Home Health
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

All-Care Professional Services, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

HSSI of Georgia, Inc. d/b/a
Tri-Therapy
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

HSSI Proprietary Home Office, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

Hospital Staffing Services of California, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

Hospital Staffing Services of Florida, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308


<PAGE>

HSSI Acquisition Corp.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

Hospital Staffing Services Medicare of Broward, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

Hospital Staffing Services Medicare of Palm Beach, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

HSSI of Florida Proprietary, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308


<PAGE>



                                    EXHIBIT D

                          CAPITAL HEALTHCARE FINANCING
                       A DIVISION OF CAPITAL FACTORS, INC.
                               SECURITY AGREEMENT

          SECURITY AGREEMENT, made as of the 7th day of February, 1996, by each
of the entities listed on ANNEX I hereto (collectively the "DEBTOR"), and
Capital Healthcare Financing, a division of Capital Factors, Inc., a Florida
corporation (the "SECURED PARTY").

                              W I T N E S S E T H:

     WHEREAS, the Secured Party and the Borrower have entered into a Provider
Revolving Loan Agreement dated as of February 7, 1996 (said Agreement, as it may
hereafter be amended or otherwise modified from time to time, being referred to
herein as the "LOAN AGREEMENT"); and

          WHEREAS, it is a condition precedent to the making of Advances by the
Secured Party under the Loan Agreement that the Debtor shall have granted the
security interest contemplated by this Agreement.

          NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are acknowledged by
the Debtor and the Secured Party, and in order to induce the Secured Party to
make Advances under the Loan Agreement, the Debtor hereby agrees with the
Secured Party as follows:

1. DEFINITIONS. Reference is hereby made to the Loan Agreement for a statement
of the terms thereof. All terms used in this Agreement which are defined in the
Loan Agreement or the Uniform Commercial Code (the "CODE") currently in effect
in the State of Florida and which are not otherwise defined herein shall have
the same meanings as set forth therein.

2. ASSIGNMENT AND GRANT OF SECURITY. The Debtor hereby assigns to the Secured
Party, and hereby grants to the Secured Party, a first priority continuing
security interest in all of the following collateral (collectively, the
"COLLATERAL"):

     2.1. all presently existing, hereafter created and future rights, title and
interest of Debtor in and to payment for services rendered or goods or
merchandise sold or leased, accounts (including any "account", as such term is
defined in the Code), "General Intangibles' (which means and includes all of
Debtor's present and future general intangibles and all other presently owned or
hereafter acquired intangible personal property of Debtor including, without
limitation, any and all choses or things in action, computer programs, computer
discs, computer tapes, deposit accounts, tax refunds and tax refund claims),
accounts receivable and other receivables, contract rights, rights to payment or
reimbursement under Medicare, Medicaid, other government-sponsored or funded
health care programs or insurance or other medical benefit payments assigned to
Debtor by patients or pursuant to any preferred provider, health maintenance
organization, capitated payment agreements, or other provider-payor agreements,
whether owned directly, as assignee, by law or otherwise, and whether or not
earned by performance, and all rights now or hereafter existing in and to all
security agreements, guaranties, leases, licenses and other contracts securing,
and all instruments and documents evidencing, or otherwise relating to any such
accounts, accounts receivable and other receivables, contract rights, rights to
payment or reimbursement; and all proceeds of the foregoing (any and all such
accounts, accounts receivable and other receivables, contract rights, rights to
payment or reimbursement, and proceeds being referred to herein collectively as
the "RECEIVABLES", and any and all such security agreements, guaranties, leases,
licenses and other contracts and instruments and documents being referred to
herein collectively as the "RELATED CONTRACTS");

     2.2. all Advances made pursuant to the Loan Agreement;


<PAGE>



     2.3. all monies, securities and other property now or hereafter held or
received by, or in transit to the Secured Party from or for the Debtor, whether
for safekeeping, pledge, custody, transmission, collection or otherwise, and all
of the Debtor's deposits and credit balances in the Secured Party's possession;

     2.4. all deposit accounts and all of the Debtor's right, title, and
interest in and to any deposits or other sums at any time created by or due from
any bank or financial institution to the Debtor;

     2.5. all books of account and records in respect of Receivables and the
Related Contracts including, without limitation, all computer programs,
applications, software, and other books and records pertaining to any of the
foregoing all books and records; and

     2.6. all proceeds of any and all of the foregoing Collateral (including,
without limitation, proceeds which constitute property of the types described in
clauses 2.1 - 2.5 of this Section 2 and "proceeds" (as such term is defined in
the Code) and, to the extent not otherwise included, all cash collections and
cash and non-cash proceeds.

3. SECURITY FOR OBLIGATIONS. This Agreement secures the payment of all Advances,
service charges, fees, debts, liabilities, obligations, covenants and duties
owing by Debtor to Secured Party, including, but not limited to, the principal
amount of the Advances, all claims, and indebtedness, accrued and unpaid
interest and all fees, costs, and expenses, whether primary or secondary, direct
or indirect, absolute or contingent, fixed or otherwise heretofore, now and/or
from time to time hereafter owing, due or payable under the Loan Documents (all
such obligations of the Debtor being referred to herein collectively as the
"OBLIGATIONS").

4. DEBTOR REMAINS LIABLE. Anything herein to the contrary notwithstanding, (1)
the Debtor shall remain liable under the contracts and agreements included in
the Collateral to the extent set forth therein to perform all of its duties and
obligations thereunder to the same extent as if this Agreement had not been
executed, (2) the exercise by the Secured Party of any of the rights hereunder
shall not release the Debtor from any of its duties or obligations under the
contracts and agreements included in the Collateral, and (3) the Secured Party
shall have no obligation or liability under the contracts and agreements
included in the Collateral by reason of this Agreement, nor shall the Secured
Party be obligated to perform any of the obligations or duties of the Debtor
thereunder or to take any action to collect or enforce any claim for payment
assigned hereunder.

5. REPRESENTATIONS AND WARRANTIES. The Debtor represents and warrants as
follows:

     5.1. The chief place of business and chief executive office of the Debtor
and the office where the Debtor keeps its records concerning the Receivables,
and the original copies of the Related Contracts and the originals of all
chattel paper that evidence Receivables, are located at its address specified in
Section 16. None of the Receivables is evidenced by a promissory note or other
instrument.

     5.2. The Debtor is the legal and beneficial owner of the Collateral free
and clear of any lien, security interest, option or other charge or encumbrance
except for the security interest created by this Agreement. No effective
financing statement or other document similar in effect covering all or any part
of the Collateral is on file in any recording office, except such as may have
been filed in favor of the Secured Party relating to this Agreement and except
for permitted encumbrances as listed in ANNEX II hereto. The Debtor has no trade
names except as set forth on ANNEX III hereto.

     5.3. This Agreement creates a valid and perfected first priority security
interest in the Collateral, securing the payment of the Obligations, and all
filings and other actions necessary or desirable to perfect and protect such
security interest have been duly taken.


<PAGE>



     5.4. No consent of any other person or entity and no authorization,
approval or other action by, and no notice to or filing with, any governmental
authority or regulatory body (other than consents or approvals to be obtained by
the Secured Party, or filings or actions to be made or taken by the Secured
Party, in order to perform its obligations or exercise its rights under the Loan
Documents) is required (1) for the grant by the Debtor of the assignment and
security interest granted hereby or for the execution, delivery or performance
of this Agreement by the Debtor, (2) for the perfection or maintenance of the
assignment and security interest created hereby (including the first priority
nature of such assignment and security interest) or (3) for the exercise by the
Secured Party of the rights provided for in this Agreement or the remedies in
respect of the Collateral pursuant to this Agreement.

     5.5. There are no conditions precedent to the effectiveness of this
Agreement that the Debtor has not satisfied or performed or received a written
waiver from the Secured Party with respect thereto.

     5.6. The Debtor has, independently and without reliance upon the Secured
Party and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement.

6. FURTHER ASSURANCES.

     6.1. The Debtor agrees that from time to time, at the expense of the
Debtor, the Debtor will promptly execute and deliver all further instruments and
documents, and take all further action, that may be necessary or desirable, or
that the Secured Party may reasonably request, in order to perfect and protect
any assignment or security interest granted or purported to be granted hereby or
to enable the Secured Party to exercise and enforce its rights and remedies
hereunder with respect to any Collateral. Without limiting the generality of the
foregoing, the Debtor will:

          6.1.1. mark conspicuously each document included in each chattel paper
included in the Receivables and each Related Contract and, at the request of the
Secured Party, each of the Debtor's records pertaining to the Collateral with a
legend, in form and substance satisfactory to the Secured Party, indicating that
such document, chattel paper, Related Contract or Collateral is subject to the
assignment and security interest granted hereby;

          6.1.2. if any Collateral shall be evidenced by a promissory note or
other instrument or chattel paper, deliver and pledge to the Secured Party
hereunder such note or instrument or chattel paper duly endorsed and accompanied
by duly executed instruments of transfer or assignment, all in form and
substance satisfactory to the Secured Party; and

          6.1.3. execute for filing such financing or continuation statements,
or amendments thereto, and such other instruments or notices, as may be
reasonably necessary or desirable, or as the Secured Party may reasonably
request, in order to perfect and preserve the assignment and security interest
granted or purported to be granted hereby.

     6.2. The Debtor hereby authorizes the Secured Party to file one or more
financing or continuation statements, and amendments thereto, relating to all or
any part of the Collateral without the signature of the Debtor where permitted
by law. A photocopy or other reproduction of this Agreement or any financing
statement covering the Collateral or any part thereof shall be sufficient as a
financing statement where permitted by law.

     6.3. The Debtor will furnish to the Secured Party from time to time
statements and schedules further identifying and describing the Collateral and
such other reports in connection with the Collateral as the Secured Party may
reasonably request, all in reasonable detail.

7. PLACE OF PERFECTION; RECORDS; COLLECTION OF RECEIVABLES.

     7.1. The Debtor shall keep its chief place of business and chief executive
office and the office where it keeps its records concerning the Receivables at
the location therefor specified in Section


<PAGE>



5.1 or, upon 30 days prior written notice to the Secured Party, at any other
locations in a jurisdiction where all actions required by Section 6 shall have
been taken with respect to the Receivables. The Debtor will hold and preserve
such records and will permit representatives of the Secured Party, upon 24 hour
notice, at any time during normal business hours to inspect and make abstracts
from such records.

     7.2. Debtor shall instruct all of the account debtors to make payments to
the post office box established pursuant to the Lock Box Agreement dated as of
even date herewith, (said Agreement, as it may hereafter be amended or otherwise
modified from time to time, being referred to herein as the "Lock Box
Agreement"). Upon the occurrence and during the continuance of an Event of
Default, Secured Party or Secured Party's designee may, at any time, notify
customers or account debtors of Debtor that the Receivables have been assigned
to Secured Party and that Secured Party has a security interest therein, collect
them directly, and charge the collection costs and expenses to Debtor's loan
account, but, unless and until Secured Party does so or gives Debtor other
written instructions, Debtor shall be entitled, subject to the terms of the Lock
Box Agreement, to collect the Receivables and, upon receipt, Debtor shall
immediately deliver to Secured Party the proceeds of such Receivables, together
with a detailed collection report in form and manner satisfactory to Secured
Party. Debtor agrees that all payments received by Debtor in connection with the
Receivables and any other Collateral shall be held in trust for Secured Party as
Secured Party's trustee. The receipt of any wire transfer of funds, check, or
other item of payment by Secured Party shall be immediately applied to
conditionally reduce Debtor's Obligations, but shall not be considered a payment
on account unless such check or other item of payment is honored when presented
for payment. The receipt of any wire transfer, check or other item of payment by
CHF shall be deemed to have been paid to CHF two (2) business days after the
date CHF actually receives possession of such check or other item of payment for
all funds other than federal government funds and one (1) business day after the
date CHF actually receives possession of such check or other item of payment for
all federal government funds.

8. AS TO RELATED CONTRACTS. The Debtor shall at its expense:

     8.1. perform and observe all the terms and provisions of the Related
Contracts to be performed or observed by it, maintain the Related Contracts in
full force and effect, enforce the Related Contracts in accordance with their
respective terms, and take all such action to such end as may be from time to
time reasonably requested by the Secured Party.

     8.2. furnish to the Secured Party promptly upon receipt thereof copies of
all notices, requests and other documents received by the Debtor under or
pursuant to the Related Contracts, and from time to time (1) furnish to the
Secured Party such information and reports regarding the Collateral as the
Secured Party may reasonably request and (2) upon request of the Secured Party
make to any other party to any Related Contracts such demands and requests for
information and reports or for action as the Debtor is entitled to make
thereunder.

     8.3. The Debtor shall not:

          8.3.1. cancel or terminate any Related Contracts or consent to or
accept any cancellation or termination thereof;

          8.3.2. amend or otherwise modify any Related Contracts or give any
consent, waiver or approval thereunder;

          8.3.3. waive any default under or breach of any Related Contracts; or

          8.3.4. take any other action in connection with the Related Contracts
which would impair the value of the interest or rights of the Debtor thereunder
or which would impair the interest or rights of the Secured Party.

9. TRANSFERS AND OTHER LIENS. The Debtor shall not (1) sell, assign (by
operation of law or otherwise) or otherwise dispose of, or grant any option with
respect to, any of the Collateral or (2)


<PAGE>



create or permit to exist any lien, security interest, option or other charge or
encumbrance upon or with respect to any of the Collateral, except for the
security interest under this Agreement and except for permitted encumbrances.

10. SECURED PARTY APPOINTED ATTORNEY-IN-FACT. The Debtor hereby irrevocably
designates, makes, constitutes and appoints the Secured Party (and all persons
designated by the Secured Party) as the Debtor's true and lawful agent and
attorney-in-fact (which appointment shall be for all purposes deemed to be
coupled with an interest and shall be irrevocable for so long as any Obligations
are outstanding) and authorizes the Secured Party, in the Debtor's or the
Secured Party's name, and only upon the occurrence and during the continuance of
an Event of Default, but only to the extent permitted by law, to take any action
and to execute any instrument which the Secured Party may deem necessary or
advisable to accomplish the purposes of this Agreement, including, without
limitation:

     10.1. to ask, demand, collect, sue for, recover, compromise, receive and
give acquittance and receipts for moneys due and to become due under or in
connection with the Collateral;

     10.2. to receive, endorse, and collect any drafts or other instruments,
documents and chattel paper, in connection therewith; and

     10.3. to file any claims or take any action or institute any proceedings
which the Secured Party may deem necessary or desirable for the collection of
any of the Collateral or otherwise to enforce compliance with the rights of the
Secured Party with respect to any of the Collateral.

11. SECURED PARTY MAY PERFORM. If the Debtor fails to perform any agreement
contained herein, the Secured Party may itself perform, or cause performance of,
such agreement, and the expenses of the Secured Party incurred in connection
therewith shall be payable by the Debtor under Section 14.2.

12. THE SECURED PARTY'S DUTIES. The powers conferred on the Secured Party
hereunder are solely to protect its interest in the Collateral and shall not
impose any duty upon it to exercise any such powers. Except for the safe custody
of any Collateral in its possession and the accounting for moneys actually
received by it hereunder, the Secured Party shall have no duty as to any
Collateral, whether or not the Secured Party has or is deemed to have knowledge
of such matters, or as to the taking of any necessary steps to preserve rights
against prior parties or any other rights pertaining to any Collateral. The
Secured Party shall be deemed to have exercised reasonable care in the custody
and preservation of any Collateral in its possession if such Collateral is
accorded treatment substantially equal to that which Secured Party accords its
own property.

13. REMEDIES. If any Event of Default shall have occurred and be continuing:

     13.1. The Secured Party may exercise in respect of the Collateral, in
addition to other rights and remedies provided for herein or otherwise available
to it, all the rights and remedies of a secured party on default under the Code
(whether or not the Code applies to the affected Collateral) and all other
applicable law, and also may (1) require the Debtor to, and the Debtor hereby
agrees that it will at its expense and upon request of the Secured Party
forthwith, assemble all or part of the Collateral as directed by the Secured
Party and make it available to the Secured Party at a place to be designated by
the Secured Party which is reasonably convenient to both parties and (2) without
notice except as specified below, sell the Collateral or any part thereof in one
or more parcels at public or private sale, at any of the Secured Party's offices
or elsewhere, for cash, on credit or for future delivery, and upon such other
terms as the Secured Party may deem commercially reasonable. The Debtor agrees
that, to the extent notice of sale shall be required by law, at least ten days'
notice to the Debtor of the time and place of any public sale or the time after
which any private sale is to be made shall constitute reasonable notification.
The Secured Party shall not be obligated to make any sale of Collateral
regardless of notice of sale having been given. The Secured Party may adjourn
any public or private sale from time to time by announcement at the time and
place fixed therefor, and such sale may, without further notice, be made at the
time and place to which it was so adjourned.


<PAGE>



     13.2. Any cash held by the Secured Party as Collateral and all cash
proceeds received by the Secured Party in respect of any sale of, collection
from, or other realization upon all or any part of the Collateral may, in the
discretion of the Secured Party, be held by the Secured Party as collateral for,
and/or then or at any time thereafter be applied (after payment of any amounts
payable to the Secured Party pursuant to Section 14) in whole or in part by the
Secured Party against, all or any part of the Obligations in such order as the
Secured Party shall elect. Any surplus of such cash or cash proceeds held by the
Secured Party and remaining after payment in full of all the Obligations shall
be paid over to the Debtor or to whomsoever may be lawfully entitled to receive
such surplus.

     13.3. The Secured Party may exercise any and all rights and remedies of the
Debtor under or in connection with or otherwise in respect of the Collateral.

     13.4. All payments received by the Debtor under or in connection with or
otherwise in respect of the Collateral shall be received in trust for the
benefit of the Secured Party, shall be segregated from other funds of the Debtor
and shall be forthwith paid over to the Secured Party in the same form as so
received (with any necessary endorsement).

14. INDEMNITY AND EXPENSES.

     14.1. The Debtor agrees to indemnify and hold the Secured Party harmless
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, cost, expenses or disbursements of any
kind or nature whatsoever (including, without limitation, reasonable fees and
disbursements of counsel) which may be imposed on, or incurred by, or asserted
against the Secured Party in any claim, action, suit, proceeding or
investigation asserted, instituted or conducted by any Governmental Authority or
any other Person in connection with, arising out of, based upon or with respect
to the enforcement by the Secured Party of any right or remedy granted to it
hereunder, except to the extent that any of the foregoing arises out of the
gross negligence or willful misconduct of the Secured Party.

     14.2. Subject to the terms of the Loan Agreement, the Debtor will upon
demand pay to the Secured Party the amount of any and all reasonable expenses,
including the reasonable fees and expenses of its counsel and of any experts and
agents, which the Secured Party may incur in connection with (i) the
administration of this Agreement, (ii) the custody, preservation, use or
operation of, or the sale of, collection from, or other realization upon, any of
the Collateral, (iii) the exercise or enforcement of any of the rights of the
Secured Party hereunder or (iv) the failure by the Debtor to perform or observe
any of the provisions hereof.

15. WAIVERS; AMENDMENTS. Any term, covenant, agreement or condition of this
Agreement, the Loan Agreement or the Notes may not be amended, waived or
consented to unless and until such amendment, waiver or consent is in writing
and is signed by the Secured Party and, in the case of an amendment, by the
Debtor. Unless otherwise specified in such waiver or consent, a waiver or
consent given hereunder shall be effective only in the specific instance and for
the specific purpose for which given.

16. ADDRESSES FOR NOTICES. All notices, requests, consents or other
communications provided for in or to be given under this Agreement shall be in
writing, may be delivered in person, by facsimile transmission (fax), by
overnight air courier or by certified or registered mail, and shall be deemed to
have been duly given and to have become effective (1) upon receipt if delivered
in person or by fax (and followed by the same or next business day of mailing of
such faxed notice by one of the other methods of delivery permitted hereunder),
(2) one day after having been delivered to an overnight air courier or (5) FIVE
days after having been deposited in the mails as certified or registered mail,
all fees prepaid, directed to the parties at the following addresses (or at such
other address as shall be given in writing by a party hereto):

                                    If to Secured Party, at:
                                    Capital Healthcare Financing
                                    1799 West Oakland Park Boulevard
                                    Fort Lauderdale, FL 33311


<PAGE>




                                    If to Debtor, at:
                                    the Address for Notices
                                    set forth in ANNEX I hereto

or to such other address as each party designates to the other in the manner
herein prescribed. Failure or delay in delivering copies of any notice to the
parties designated above to receive copies shall in no way affect the
effectiveness of such notice.

17. CONTINUING SECURITY INTEREST; ASSIGNMENTS UNDER LOAN AGREEMENT. This
Agreement shall create a continuing security interest in the Collateral and
shall (1) remain in full force and effect until the payment in full of the
Obligations and all other amounts payable under this Agreement, (2) be binding
upon the Debtor, its successors and assigns, (3) inure to the benefit of, and be
enforceable by, the Secured Party and its successors, transferees and assigns
and (4) be absolute, unconditional and irrevocable. Without limiting the
generality of the foregoing clause (3), the Secured Party may assign or
otherwise transfer all or any portion of its rights and obligations under the
Loan Agreement and the Note to any other person or entity, and such other person
or entity shall thereupon become vested with all the benefits in respect thereof
granted to the Secured Party herein or otherwise. Upon the later of the payment
in full of the Obligations and all other amounts payable under this Agreement,
the security interest granted hereby shall terminate and all rights to the
Collateral shall revert to the Debtor. Upon any such termination, the Secured
Party will, at the Debtor's expense, execute and deliver to the Debtor such
documents as the Debtor shall reasonably request to evidence such termination.

18. GOVERNING LAW. This Agreement shall be governed by and interpreted in
accordance with the internal laws of the State of Florida without regard to
conflicts of law principles. All judicial proceedings brought against the Debtor
arising out of, in connection with or relating to this Agreement or any
Obligation may be brought in any state or federal court of competent
jurisdiction in the State of Florida and by execution and delivery of this
Agreement, the Debtor accepts for itself and in connection with its properties,
generally and unconditionally, the nonexclusive jurisdiction of the aforesaid
courts and waives any defense of forum non conveniens and irrevocably agrees to
be bound by any judgment rendered thereby in connection with this Agreement or
such Obligations. The Debtor waives personal service of any summons, complaint
or other process, and agrees that service thereof may be made by registered or
certified mail directed to the Debtor at its address set forth in Section 16
hereof or such other address of which the Debtor has previously notified the
Secured Party in accordance with Section 16 hereof. Nothing herein shall affect
the right to serve process in any other manner permitted by law or shall limit
the right of the Secured Party to bring proceedings against the Debtor in the
courts of any other jurisdiction.

19. WAIVERS OF RIGHTS. The Debtor waives (1) any requirement, and any right to
require, that any right or power be exercised or any action be taken against any
other person or any collateral for the Obligations; (2) all defenses to, and all
setoffs, counterclaims and claims of recoupment against, the Obligations that
may at any time be available to any other person except that, to the extent
applicable rules of court would require that debtor assert any counterclaim it
may have against CHF in the same action filed by CHF to enforce the obligations
only such counterclaim shall be so preserved (3) all notices that may be
required by applicable law or otherwise to preserve any rights against the
Debtor hereunder, including any notice of default, demand, dishonor, presentment
and protest; (4) any defense based upon, arising out of or in any way related to
(A) any claim that any election of remedies by the Secured Party, including the
exercise by the Secured Party of any rights against any Collateral, impaired,
reduced, released or otherwise extinguished any right that the Debtor might
otherwise have had against any person or against any Collateral, including any
right of subrogation, exoneration, reimbursement or contribution or right to
obtain a deficiency judgment, and (B) any claim that this Agreement should be
strictly construed against the Secured Party; (5) TO THE EXTENT PERMITTED BY
APPLICABLE LAW, NOTICE OR JUDICIAL HEARING IN CONNECTION WITH THE SECURED
PARTY'S TAKING POSSESSION OR DISPOSITION OF ANY OF THE COLLATERAL INCLUDING ANY
AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY
SUCH RIGHT THAT THE DEBTOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY


<PAGE>



STATUTE OF THE UNITED STATES OR OF ANY STATE, AND ALL OTHER REQUIREMENTS AS TO
THE TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE
ENFORCEMENT OF THE SECURED PARTY'S RIGHTS HEREUNDER; and (6) rights of
redemption, appraisement, valuation, stay and extension or moratorium; and (7)
except as expressly provided in the other Loan Documents, all other rights and
defenses under applicable law the exercise of which would, directly or
indirectly, prevent, delay or inhibit the enforcement of any of the rights or
remedies under this Agreement or the absolute sale of the Collateral or would be
a reduction or limitation of the Obligations or a defense against the Debtor's
obligations hereunder.

20. RIGHTS CUMULATIVE. The rights and remedies of the Secured Party under this
Agreement shall be cumulative and not exclusive of nor limiting upon any rights
or remedies that it otherwise has, and no failure or delay by the Secured Party
in exercising any right shall operate as a waiver of it, nor shall any single or
partial exercise of any power or right preclude its other or further exercise or
the exercise of any other power or right.

21. NO ASSIGNMENT BY DEBTOR. The Debtor may not assign or transfer any of its
rights or obligations under this Agreement without the prior written consent of
the Secured Party, and no such assignment or transfer of any such obligations
shall relieve the Debtor thereof unless the Secured Party shall have consented
to such release in a writing specifically referring to the obligation from which
the Debtor is to be released.

22. NO JURY TRIAL. THE SECURED PARTY AND THE DEBTOR HEREBY IRREVOCABLY WAIVE ALL
RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF
OR RELATING TO THIS AGREEMENT.

23. SEVERABILITY OF PROVISIONS. In the event that any provision of this
Agreement or the application thereof to the Debtor or any circumstance in any
jurisdiction governing this Agreement shall, to any extent, be invalid or
unenforceable under any applicable statute, regulation or rule of law, then such
provision shall be deemed inoperative to the extent that it may conflict
herewith and shall be deemed modified to conform to such statute, regulation or
rule of law, and the remainder of this Agreement and the application of any such
invalid or unenforceable provision to parties, jurisdictions or circumstances
other than to whom or to which it is held invalid or unenforceable shall not be
affected thereby nor shall the same affect the validity or enforceability of any
other provision of this Agreement.

24. COUNTERPARTS. This Agreement may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto were upon the same instrument.

25. HEADINGS. Section and subsection headings in this Agreement are included
herein for convenience of reference only and shall not constitute a part of this
Agreement for any other purpose or be given any substantive effect. Words of
masculine, feminine or neuter gender shall mean and include the correlative
words of the other genders, and words importing the singular number shall mean
and include the plural number, and VICE VERSA.


<PAGE>



26. ENTIRE AGREEMENT. This Agreement, the Loan Agreement and the other Loan
Documents embody the entire agreement between the Debtor and the Secured Party
and supersede all prior agreements, representations and understandings, if any,
relating to the subject matter hereof.

          IN WITNESS WHEREOF, each Debtor has caused this Agreement to be duly
executed and delivered by its officer thereunto duly authorized as of the date
first above written.

             HOSPITAL STAFFING SERVICES, INC.

             By:  /S/  BOBBY L. SHIELDS
                 ------------------------------------------------
             Bobby L. Shields, Secretary

             HSSI TRAVEL NURSE OPERATIONS, INC.

             By: /S/  BOBBY L. SHIELDS
                 ------------------------------------------------
                   Bobby L. Shields, Secretary

             HSS RECRUITING, INC.

             By: /S/  BOBBY L. SHIELDS
                 ------------------------------------------------
                  Bobby L. Shields, Secretary

             HSSI MEDICARE HOME OFFICE, INC. D/B/A
             HOME CARE HOME OFFICE

             By: /S/  BOBBY L. SHIELDS
                 ------------------------------------------------
                  Bobby L. Shields, Secretary

             HOSPITAL STAFFING SERVICES OF MASSACHUSETTS, INC.
             D/B/A  ALTERNATIVE CARE MEDICAL SERVICES

             By: /S/  BOBBY L. SHIELDS
                 ------------------------------------------------
                  Bobby L. Shields, Secretary

             HOSPITAL STAFFING SERVICES OF RHODE ISLAND, INC. D/B/A
             ALTERNATIVE CARE MEDICAL SERVICES

             By: /S/  BOBBY L. SHIELDS
                 ------------------------------------------------
                  Bobby L. Shields, Secretary

             HOSPITAL STAFFING SERVICES OF TENNESSEE, INC. D/B/A
             MID-SOUTH COMPREHENSIVE HOME HEALTH

             By: /S/  BOBBY L. SHIELDS
                 ------------------------------------------------
                  Bobby L. Shields, Secretary


<PAGE>



            ALL-CARE PROFESSIONAL SERVICES, INC.

            By: /S/  BOBBY L. SHIELDS
                 ------------------------------------------------
                 Bobby L. Shields, Secretary

            HSSI OF GEORGIA, INC. D/B/A
            TRI-THERAPY

            By: /S/  BOBBY L. SHIELDS
                 ------------------------------------------------
                 Bobby L. Shields, Secretary

            HSSI PROPRIETARY HOME OFFICE, INC.

            By: /S/  BOBBY L. SHIELDS
                 ------------------------------------------------
                 Bobby L. Shields, Secretary

            HOSPITAL STAFFING SERVICES OF FLORIDA, INC.

            By: /S/  BOBBY L. SHIELDS
                 ------------------------------------------------
                 Bobby L. Shields, Secretary

            HSSI ACQUISITION CORP.

            By: /S/  BOBBY L. SHIELDS
                 ------------------------------------------------
                 Bobby L. Shields, Secretary

            HOSPITAL STAFFING SERVICES OF CALIFORNIA, INC.

            By: /S/  BOBBY L. SHIELDS
                 ------------------------------------------------
                 Bobby L. Shields, Secretary

            HOSPITAL STAFFING SERVICES MEDICARE OF BROWARD, INC.

            By: /S/  BOBBY L. SHIELDS
                 ------------------------------------------------
                 Bobby L. Shields, Secretary

            HOSPITAL STAFFING SERVICES MEDICARE OF
            PALM BEACH, INC.

            By: /S/  BOBBY L. SHIELDS
                 ------------------------------------------------
                 Bobby L. Shields, Secretary

            HSSI OF FLORIDA PROPRIETARY, INC.

            By: /S/  BOBBY L. SHIELDS
                 ------------------------------------------------
                 Bobby L. Shields, Secretary


<PAGE>



                          ANNEX I TO SECURITY AGREEMENT

                     List of Entities Comprising the Debtor

Hospital Staffing Services, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

HSSI Travel Nurse Operations, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

HSS Recruiting, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

HSSI Medicare Home Office, Inc. d/b/a
Home Care Home Office
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

Hospital Staffing Services of Massachusetts, Inc. d/b/a
Alternative Care Medical Services
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

Hospital Staffing Services of Rhode Island, Inc. d/b/a
Alternative Care Medical Services
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

Hospital Staffing Services of Tennessee, Inc. d/b/a
Mid-South Comprehensive Home Health
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

All-Care Professional Services, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

HSSI of Georgia, Inc. d/b/a
Tri-Therapy
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

HSSI Proprietary Home Office, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

Hospital Staffing Services of California, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308


<PAGE>



Hospital Staffing Services of Florida, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

HSSI Acquisition Corp.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

Hospital Staffing Services Medicare of Broward, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

Hospital Staffing Services Medicare of Palm Beach, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

HSSI of Florida Proprietary, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

ADDRESS FOR NOTICES FOR ALL ENTITIES LISTED ABOVE:

Hospital Staffing Services, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308


<PAGE>



                         ANNEX II TO SECURITY AGREEMENT

             List of Permitted Encumbrances Pursuant to Section 5.2

All expenditures incurred in the ordinary course for capital leases of less than
$50,000.00, indebtedness less than $100,000.00 in the aggregate or any other
indebtedness approved by CHF in writing.


<PAGE>



                         ANNEX III TO SECURITY AGREEMENT

                   List of Trade Names Pursuant to Section 5.2

HSSI Homecare
Alternative Care Medical Services
Mid-South Comprehensive Home Health
Mid-South Staffing
Tri-Therapy
Recovery Task Force


<PAGE>


                                    EXHIBIT F

                          CAPITAL HEALTHCARE FINANCING
                       A DIVISION OF CAPITAL FACTORS, INC.
                               LOCK BOX AGREEMENT

AMONG:   CAPITAL HEALTHCARE FINANCING, a Florida corporation, which has an
         address at 1799 West Oakland Park Boulevard, Fort Lauderdale, 
         FL  33311 ("CHF").

AND:     HSSI TRAVEL NURSE OPERATIONS, INC., a Florida Corporation, whose
         principal address is 6245 North Federal Highway, Suite 400, Fort
         Lauderdale, FL 33308 ("Client").

AND:     CAPITAL BANK, a Florida banking corporation, whose address is  
         1666 Kennedy Causeway, North Bay Village, FL  33141("Bank").

DATE:    February 7, 1996    

CHF is making certain advances (the "Advances") to Client pursuant to a Provider
Revolving Loan Agreement (the "Agreement") dated February 7, 1996.
As security for the Advances, Client has assigned to CHF certain
collateral, including amongst other things Client's accounts receivable, and the
proceeds of that collateral.

CHF and Client agree as follows and request Bank to establish a special
depository account (the "Account") on the terms set forth in this Agreement:

1.       The Account shall be designated "HSSI Travel Nurse Government 
         Depository/Capital Healthcare Financing", no. 3550009410.

2.       A postal box (the "Lock Box") has been rented in the name of
         Client to be used for collecting payments from Client's customers. The
         address of the Lock Box is PO Box 41-9117, Miami, FL 33141-9117.

3.       All checks, drafts, and money orders received by Client shall be
         mailed to the foregoing address. The Bank's authorized representatives
         shall have exclusive access to the Lock Box under the authority given
         by Client and shall make regular pick-ups from the Lock Box.
         Remittances so received will be processed and deposited to the Account.
         Bank will process items on a daily basis in accordance with Annex I
         attached hereto.

4.       Except as otherwise provided herein, the Account shall not be
         subject to deductions, setoff, banker's liens, or any other right in
         favor of any person other than CHF. Nothing herein constitutes a waiver
         of, and Bank reserves all of its present and future rights (whether
         described as rights of offset, banker's lien, chargeback or otherwise,
         and whether available to Bank at law, in equity, or under the Uniform
         Commercial Code) with respect to (a) checks and other items deposited
         to the Account and returned,


<PAGE>





         whether for insufficient funds or for any other reason, and without
         regard to the timeliness of return of any such check or item, and (b)
         Bank's usual and customary fees and charges for services rendered in
         connection with the Account, and (c) claims of breach of the Uniform
         Commercial Code's warranties of good title or of no material alteration
         made against Bank in connection with checks and other items deposited
         to the Account. CHF agrees that its interest in the Account is
         subordinate to the rights reserved by Bank in this paragraph.


5.       On each day of the week, and provided the day is a business day
         for the Bank, the Bank shall transfer the entire amount of each such
         collected deposit via internal sweep, wire transfer or ACH DTC
         electronic funds transfer from the Account, no. 3550009410 to the
         account of CHF, Account No. 3050008997 maintained at Capital Bank, 1221
         Brickell Avenue, Miami, FL 33131 ABA # 067008414. All amounts
         transferred to CHF's account shall be applied by CHF against the
         Client's obligations to CHF in accordance with the terms of the
         Agreement.


         Bank reserves the right to place holds on items deposited to the
         Account to the extent permitted by Federal Reserve Regulation CC. CHF
         represents and warrants that the account number at Capital Bank is
         correct. CHF and Client understand that under the Uniform Commercial
         Code, if a funds transfer instruction identifies the beneficiary, the
         beneficiary's bank, or an intermediary bank by name and an account or
         other identifying number, the Bank and subsequent parties to the funds
         transfer may act solely on the basis of such number(s), even if the
         name and number do not agree.


6.       The Bank shall charge Client's operating account no. 3550009542 
         maintained at Capital Bank for any and all costs and expenses of
         administration of the Account in accordance with Bank's fee
         schedule(s). The Bank shall provide a copy of the Lock Box activity to
         Client and CHF each month at the addresses set forth above or to such
         address as any party hereto may have designated by like notice
         forwarded to the other parties hereto. The Bank shall notify CHF and
         Client of all deposited customer items that are returned for any
         reason. Client shall reimburse the Bank on the day of receipt by the
         Bank of any and all returned and uncollected items originally deposited
         in the Account. Reimbursement will be accomplished by debiting the
         Account. If the total of returned or dishonored items shall exceed the
         Account, Client agrees to indemnify and reimburse the Bank for such
         reasonable fees and charges including those for items returned for any
         reason that were deposited to the Account.

7.       Client agrees that Bank shall not be liable to Client, or any
         third party for any indirect, special, consequential or exemplary
         damage arising from the performance or non-performance of this
         Agreement by Bank, its officers, employees, or agents absent the gross
         negligence or willful misconduct of Bank. In addition, Client hereby
         agrees to indemnify and hold Bank harmless from and against any and all
         liabilities, claims, losses, damages, attorney's fees and expenses,
         incurred or suffered by Bank. In entering into or performing this
         Agreement, except where such loss or liability is occasioned by Bank's
         gross negligence or willful misconduct.


8.       This Agreement shall remain in full force and effect until express 
         written notice of termination is given to the Bank by CHF; provided,
         however, that the Bank reserves the right to terminate this Agreement
         at any time upon thirty days' written notice to both CHF and Client.
         Upon termination of this Agreement for any reason other than the
         satisfaction of the Obligations of Client to CHF in accordance with the
         terms of the Agreement, the then remaining balance of the Account shall
         be transferred to CHF's account as provided in Section 5 of this
         Agreement. Upon satisfaction of the Obligations of Client to CHF in
         accordance with the terms of the Agreement, CHF shall immediately give
         the Bank written notice of termination of this Agreement, and in such
         instance the then remaining balance of the Account shall be the sole

<PAGE>





         property of Client. Termination shall not affect the duties or
         obligations of any party hereto arising out of transactions occurring
         prior to termination.


9.       All notices or other communications required or permitted to be given
         pursuant to this Agreement shall be in writing and shall be considered
         as properly given or made if hand- delivered, mailed from within the
         United States by certified or registered mail, or sent by prepaid
         telegram or via facsimile transmission to the addresses set forth in
         the first paragraph of this Agreement or to such other address as any
         such party may have designated by like notice forwarded to the other
         parties hereto. All notices except notices of change of address and
         notice of termination of this Agreement, shall be deemed given when
         mailed and notices of changes of address or notice of termination of
         this Agreement shall be deemed given when received.

10.      At the end of each month, the Bank shall deliver a copy of the
         Bank's regular statement covering deposits to and withdrawals from the
         Account to Client and CHF at the addresses set forth above.


11.      Bank agrees to notify CHF if Client terminates or modifies, or
         notifies Bank of Client's intent to terminate or modify, the Lock Box
         Agreement within one (1) business day of such notification.


12.      Every provision of this Agreement is intended to be severable.
         If any term or provision hereof is illegal or invalid for any reason
         whatsoever, such illegality or invalidity shall not affect the validity
         of the remainder of this Agreement.


13.      Each party hereby represents and warrants to the other parties
         hereto that it has full power and authority to enter into and perform
         this Agreement and the person executing this Agreement on behalf of
         such party has been properly authorized and empowered to so execute
         this Agreement.


14.      This Agreement shall be governed by and construed in accordance with 
         the laws of the State of Florida.


<PAGE>

In witness whereof, the parties hereto have executed this instrument to be
effective on the date first set forth above.

                   CAPITAL HEALTHCARE FINANCING,
                   a division of CAPITAL FACTORS, INC.,
                   a Florida Corporation

                   By:   /S/  JOHN B. APGAR
                         ---------------------------------------------
                         John B. Apgar, Senior Vice President

                   HSSI TRAVEL NURSE OPERATIONS, INC.,
                   a Florida corporation

                   By:   /S/  BOBBY L.. SHIELDS
                         ---------------------------------------------
                         Bobby L. Shields, Secretary

ACCEPTED AND APPROVED:

                   CAPITAL BANK,
                   a Florida banking corporation

                   By:   /S/  R. THOMAS BURGE
                         ---------------------------------------------
                   Title:   R. THOMAS BURGE, SENIOR VICE PRESIDENT


<PAGE>
                          ANNEX I TO LOCKBOX AGREEMENT

Account Title:              HSSI Travel Nurse Government Depository
Account Number:             3550009410
Lockbox Address:            PO Box 41-9117, Miami, FL  33141-9117
Mailing Address:            Hospital Staffing Services, Inc.
                            6245 N Federal Highway, Suite 400
                            Ft. Lauderdale, FL  33308-1900
Contact Person:             Controller (954) 771-0500
Return Items:               Charge Travel Nurse Ops. - Return Item Account
Return Item Account Number: 3550009771
Acceptable Payees:          Hospital Staffing Services, Inc.
                            HSSI
                            HSSI Travel Nurse
                            HSSI Travel Nurse Operations, Inc.
                            Third-Party Endorsed

1)                LOCKBOX PROCEDURES:

                  A) Differences in Amount
                                    If the script and numerical amounts
                                    themselves do not agree, yet one of these
                                    amounts agrees with the invoice amount,
                                    credit for the invoice amount. If there is
                                    no invoice, or if neither the script or
                                    numerical amount agree with the invoice
                                    amount, credit for the script amount.

                  B) Checks Marked "Paid-in-Full"
                                    Reject these checks

                  C) Correspondence, Orders, Etc., Received
                                    Left in original envelope, marked with
                                    "correspondence" stamp, and sent to the
                                    company, with a copy to CHF as indicated in
                                    Mailing Instructions below.

2)                PROCESSING FEATURES:

                  A) Retain Envelopes

                  B) Two Photocopies of each check

                  C) One Photocopy of each EOB, invoice, correspondence, or 
                     other items received, etc.

3)                MAILING INSTRUCTIONS:

                  A) Send the following materials to CHF on daily basis via 
                     interoffice: Deposit Summary, Detail Check Listing, One
                     photocopy of each check processed, Photocopies of EOB's,
                     correspondence, and other items received, and One photocopy
                     of each returned item.

                  B) Send the following materials on a daily
                     basis to Client to the mailing address for the lockbox:
                     Deposit Summary, Detail Check Listing, Rejected Items,
                     Photocopies attached to envelopes and invoices, and all
                     correspondence.

4)                RETURN ITEMS:

                  Rerun upon the first return. If returned a second time, charge
                  the account listed with each lockbox account. Send check and
                  debit memo with the daily materials.

5)                BILLING INFORMATION:

                  Charge the master operating account no. 3550009542 for all 
                  lockbox charges.
<PAGE>





                                    EXHIBIT F

                          CAPITAL HEALTHCARE FINANCING
                       A DIVISION OF CAPITAL FACTORS, INC.
                               LOCK BOX AGREEMENT

AMONG:  CAPITAL HEALTHCARE FINANCING, a Florida corporation, which has an 
        address at 1799 West Oakland Park Boulevard, Fort Lauderdale, 
        FL  33311 ("CHF").

AND:    HSSI TRAVEL NURSE OPERATIONS, INC., a Florida Corporation, whose
        principal address is 6245 North Federal Highway, Suite 400, Fort 
        Lauderdale, FL  33308 ("Client")

AND:    CAPITAL BANK, a Florida banking corporation, whose address is  
        1666 Kennedy Causeway, North Bay Village, FL  33141("Bank").

DATE:

CHF is making certain advances (the "Advances") to Client pursuant to a Provider
Revolving Loan Agreement (the "Agreement") dated February 7, 1996. As
security for the Advances, Client has assigned to CHF certain collateral,
including amongst other things Client's accounts receivable, and the proceeds of
that collateral.

CHF and Client agree as follows and request Bank to establish a special
depository account (the "Account") on the terms set forth in this Agreement:

1.       The Account shall be designated "HSSI Travel Nurse Non-Government 
         Depository/Capital Healthcare Financing", no. 3550009437.

2.       A postal box (the "Lock Box") has been rented in the name of
         Client to be used for collecting payments from Client's customers. The
         address of the Lock Box is PO Box 41-9118, Miami, FL 33141-9118.

3.       All checks, drafts, and money orders received by Client shall
         be mailed to the foregoing address. The Bank's authorized
         representatives shall have exclusive access to the Lock Box under the
         authority given by Client and shall make regular pick-ups from the Lock
         Box. Remittances so received will be processed and deposited to the
         Account. Bank will process items on a daily basis in accordance with
         Annex I attached hereto.

4.       Except as otherwise provided herein, the Account shall not be
         subject to deductions, setoff, banker's liens, or any other right in
         favor of any person other than CHF. Nothing herein constitutes a waiver
         of, and Bank reserves all of its present and future rights (whether
         described as rights of offset, banker's lien, chargeback or otherwise,
         and whether available to Bank at law, in equity, or under the Uniform
         Commercial Code) with respect to (a) checks and other items deposited
         to the Account and returned, whether for insufficient funds or for any
         other reason, and without regard


<PAGE>





         to the timeliness of return of any such check or item, and (b) Bank's
         usual and customary fees and charges for services rendered in
         connection with the Account, and (c) claims of breach of the Uniform
         Commercial Code's warranties of good title or of no material alteration
         made against Bank in connection with checks and other items deposited
         to the Account. CHF agrees that its interest in the Account is
         subordinate to the rights reserved by Bank in this paragraph.

5.       On each day of the week, and provided the day is a business day
         for the Bank, the Bank shall transfer the entire amount of each such
         collected deposit via internal sweep, wire transfer or ACH DTC
         electronic funds transfer from the Account, no. 3550009437 to the
         account of CHF, Account No. 3050008997 maintained at Capital Bank, 1221
         Brickell Avenue, Miami, FL 33131 ABA # 067008414. All amounts
         transferred to CHF's account shall be applied by CHF against the
         Client's obligations to CHF in accordance with the terms of the
         Agreement.

         Bank reserves the right to place holds on items deposited to the
         Account to the extent permitted by Federal Reserve Regulation CC. CHF
         represents and warrants that the account number at Capital Bank is
         correct. CHF and Client understand that under the Uniform Commercial
         Code, if a funds transfer instruction identifies the beneficiary, the
         beneficiary's bank, or an intermediary bank by name and an account or
         other identifying number, the Bank and subsequent parties to the funds
         transfer may act solely on the basis of such number(s), even if the
         name and number do not agree.

6.       The Bank shall charge Client's operating account no. 3550009542 
         maintained at Capital Bank for any and all costs and expenses of
         administration of the Account in accordance with Bank's fee
         schedule(s). The Bank shall provide a copy of the Lock Box activity to
         Client and CHF each month at the addresses set forth above or to such
         address as any party hereto may have designated by like notice
         forwarded to the other parties hereto. The Bank shall notify CHF and
         Client of all deposited customer items that are returned for any
         reason. Client shall reimburse the Bank on the day of receipt by the
         Bank of any and all returned and uncollected items originally deposited
         in the Account. Reimbursement will be accomplished by debiting the
         Account. If the total of returned or dishonored items shall exceed the
         Account, Client agrees to indemnify and reimburse the Bank for such
         reasonable fees and charges including those for items returned for any
         reason that were deposited to the Account.

7.       Client agrees that Bank shall not be liable to Client, or any
         third party for any indirect, special, consequential or exemplary
         damage arising from the performance or non-performance of this
         Agreement by Bank, its officers, employees, or agents absent the gross
         negligence or willful misconduct of Bank. In addition, Client hereby
         agrees to indemnify and hold Bank harmless from and against any and all
         liabilities, claims, losses, damages, attorney's fees and expenses,
         incurred or suffered by Bank. In entering into or performing this
         Agreement, except where such loss or liability is occasioned by Bank's
         gross negligence or willful misconduct.

8.       This Agreement shall remain in full force and effect until express 
         written notice of termination is given to the Bank by CHF; provided,
         however, that the Bank reserves the right to terminate this Agreement
         at any time upon thirty days' written notice to both CHF and Client.
         Upon termination of this Agreement for any reason other than the
         satisfaction of the Obligations of Client to CHF in accordance with the
         terms of the Agreement, the then remaining balance of the Account shall
         be transferred to CHF's account as provided in Section 5 of this
         Agreement. Upon satisfaction of the Obligations of Client to CHF in
         accordance with the terms of the Agreement, CHF shall immediately give
         the Bank written notice of termination of this Agreement, and in such
         instance the then remaining balance of the Account shall be the sole
         property of Client. Termination shall not affect the duties or
         obligations of any party hereto arising out of transactions occurring
         prior to termination.


<PAGE>





9.       All notices or other communications required or permitted to be given 
         pursuant to this Agreement shall be in writing and shall be considered
         as properly given or made if hand- delivered, mailed from within the
         United States by certified or registered mail, or sent by prepaid
         telegram or via facsimile transmission to the addresses set forth in
         the first paragraph of this Agreement or to such other address as any
         such party may have designated by like notice forwarded to the other
         parties hereto. All notices except notices of change of address and
         notice of termination of this Agreement, shall be deemed given when
         mailed and notices of changes of address or notice of termination of
         this Agreement shall be deemed given when received.

10.      At the end of each month, the Bank shall deliver a copy of the
         Bank's regular statement covering deposits to and withdrawals from the
         Account to Client and CHF at the addresses set forth above.

11.      Bank agrees to notify CHF if Client terminates or modifies, or
         notifies Bank of Client's intent to terminate or modify, the Lock Box
         Agreement within one (1) business day of such notification.

12.      Every provision of this Agreement is intended to be severable.
         If any term or provision hereof is illegal or invalid for any reason
         whatsoever, such illegality or invalidity shall not affect the validity
         of the remainder of this Agreement.

13.      Each party hereby represents and warrants to the other parties
         hereto that it has full power and authority to enter into and perform
         this Agreement and the person executing this Agreement on behalf of
         such party has been properly authorized and empowered to so execute
         this Agreement.

14.      This Agreement shall be governed by and construed in accordance with 
         the laws of the State of Florida.

In witness whereof, the parties hereto have executed this instrument to be
effective on the date first set forth above.

                      CAPITAL HEALTHCARE FINANCING,
                      a division of CAPITAL FACTORS, INC.,
                      a Florida Corporation

                      By: /s/ JOHN B. APGAR
                          --------------------------------------
                          John B. Apgar, Senior Vice President

                      HSSI TRAVEL NURSE OPERATIONS, INC.,
                      a Florida corporation

                      By: /s/ RONALD A. CASS
                          --------------------------------------
                          Ronald A. Cass, Chief Executive Officer


ACCEPTED AND APPROVED:

                       CAPITAL BANK,
                       a Florida banking corporation

                       By: /s/ R. THOMAS BURGE
                          ----------------------------------
                       Title: R. Thomas Burge, Senior Vice President


<PAGE>
                          ANNEX I TO LOCKBOX AGREEMENT

Account Title:              HSSI Travel Nurse Non-Government Depository
Account Number:             3550009437
Lockbox Address:            PO Box 41-9118, Miami, FL  33141-9118
Mailing Address:            Hospital Staffing Services, Inc.
                            6245 N Federal Highway, Suite 400
                            Ft. Lauderdale, FL  33308-1900
Contact Person:             Controller (954) 771-0500
Return Items:               Charge Travel Nurse Ops. - Return Item Account
Return Item Account Number: 3550009771
Acceptable Payees:          Hospital Staffing Services, Inc.
                            HSSI
                            HSSI Travel Nurse
                            HSSI Travel Nurse Operations, Inc.
                            Third-Party Endorsed

1)                LOCKBOX PROCEDURES:

                  A) Differences in Amount
                                    If the script and numerical amounts
                                    themselves do not agree, yet one of these
                                    amounts agrees with the invoice amount,
                                    credit for the invoice amount. If there is
                                    no invoice, or if neither the script or
                                    numerical amount agree with the invoice
                                    amount, credit for the script amount.

                  B) Checks Marked "Paid-in-Full"
                                    Reject these checks

                  C) Correspondence, Orders, Etc., Received
                                    Left in original envelope, marked with
                                    "correspondence" stamp, and sent to the
                                    company, with a copy to CHF as indicated in
                                    Mailing Instructions below.

2)                PROCESSING FEATURES:

                  A) Retain Envelopes

                  B) Two Photocopies of each check

                  C) One Photocopy of each EOB, invoice, correspondence, or 
                     other items received, etc.

3)                MAILING INSTRUCTIONS:

                  A) Send the following materials to CHF on daily basis via 
                     interoffice: Deposit Summary, Detail Check Listing, One
                     photocopy of each check processed, Photocopies of EOB's,
                     correspondence, and other items received, and One photocopy
                     of each returned item.

                  B) Send the following materials on a daily
                     basis to Client to the mailing address for the lockbox:
                     Deposit Summary, Detail Check Listing, Rejected Items,
                     Photocopies attached to envelopes and invoices, and all
                     correspondence.

4)                RETURN ITEMS:

                  Rerun upon the first return. If returned a second time, charge
                  the account listed with each lockbox account. Send check and
                  debit memo with the daily materials.

5)                BILLING INFORMATION:

                  Charge the master operating account no. 3550009542 for all 
                  lockbox charges.
<PAGE>


                                    EXHIBIT F

                          CAPITAL HEALTHCARE FINANCING
                       A DIVISION OF CAPITAL FACTORS, INC.
                               LOCK BOX AGREEMENT

AMONG: CAPITAL HEALTHCARE FINANCING, a Florida corporation, which has an 
       address at 1799 West Oakland Park Boulevard, Fort Lauderdale, 
       FL  33311 ("CHF").

AND:   HOSPITAL STAFFING SERVICES OF TENNESSEE, INC. D/B/A MID-SOUTH
       COMPREHENSIVE HOME HEALTH, a Florida Corporation, whose principal 
       address is 6245 North Federal Highway, Suite 400, Fort Lauderdale, 
       FL  33308 ("Client").

AND:   CAPITAL BANK, a Florida banking corporation, whose address is  
       1666 Kennedy Causeway, North Bay Village, FL  33141("Bank").


DATE:

CHF is making certain advances (the "Advances") to Client pursuant to a Provider
Revolving Loan Agreement (the "Agreement") dated February 7, 1996. As
security for the Advances, Client has assigned to CHF certain collateral,
including amongst other things Client's accounts receivable, and the proceeds of
that collateral.

CHF and Client agree as follows and request Bank to establish a special
depository account (the "Account") on the terms set forth in this Agreement:

1.       The Account shall be designated "Mid-South Comp. Government 
         Depository/Capital Healthcare Financing", no. 3550009445.

2.       A postal box (the "Lock Box") has been rented in the name of
         Client to be used for collecting payments from Client's customers. The
         address of the Lock Box is PO Box 41-9119, Miami, FL 33141-4119.

3.       All checks, drafts, and money orders received by Client shall
         be mailed to the foregoing address. The Bank's authorized
         representatives shall have exclusive access to the Lock Box under the
         authority given by Client and shall make regular pick-ups from the Lock
         Box. Remittances so received will be processed and deposited to the
         Account. Bank will process items on a daily basis in accordance with
         Annex I attached hereto.

4.       Except as otherwise provided herein, the Account shall not be
         subject to deductions, setoff, banker's liens, or any other right in
         favor of any person other than CHF. Nothing herein constitutes a waiver
         of, and Bank reserves all of its present and future rights (whether
         described as rights of offset, banker's lien, chargeback or otherwise,
         and whether available to Bank at law, in equity, or under the Uniform
         Commercial Code) with respect to (a) checks and other items deposited
         to the


<PAGE>





         Account and returned, whether for insufficient funds or for any other
         reason, and without regard to the timeliness of return of any such
         check or item, and (b) Bank's usual and customary fees and charges for
         services rendered in connection with the Account, and (c) claims of
         breach of the Uniform Commercial Code's warranties of good title or of
         no material alteration made against Bank in connection with checks and
         other items deposited to the Account. CHF agrees that its interest in
         the Account is subordinate to the rights reserved by Bank in this
         paragraph.

5.       On each day of the week, and provided the day is a business day
         for the Bank, the Bank shall transfer the entire amount of each such
         collected deposit via internal sweep, wire transfer or ACH DTC
         electronic funds transfer from the Account, no. 3550009445 to the
         account of CHF, Account No. 3050008997 maintained at Capital Bank, 1221
         Brickell Avenue, Miami, FL 33131 ABA # 067008414. All amounts
         transferred to CHF's account shall be applied by CHF against the
         Client's obligations to CHF in accordance with the terms of the
         Agreement.

         Bank reserves the right to place holds on items deposited to the
         Account to the extent permitted by Federal Reserve Regulation CC. CHF
         represents and warrants that the account number at Capital Bank is
         correct. CHF and Client understand that under the Uniform Commercial
         Code, if a funds transfer instruction identifies the beneficiary, the
         beneficiary's bank, or an intermediary bank by name and an account or
         other identifying number, the Bank and subsequent parties to the funds
         transfer may act solely on the basis of such number(s), even if the
         name and number do not agree.

6.       The Bank shall charge Client's operating account no. 3550009542 
         maintained at Capital Bank for any and all costs and expenses of
         administration of the Account in accordance with Bank's fee
         schedule(s). The Bank shall provide a copy of the Lock Box activity to
         Client and CHF each month at the addresses set forth above or to such
         address as any party hereto may have designated by like notice
         forwarded to the other parties hereto. The Bank shall notify CHF and
         Client of all deposited customer items that are returned for any
         reason. Client shall reimburse the Bank on the day of receipt by the
         Bank of any and all returned and uncollected items originally deposited
         in the Account. Reimbursement will be accomplished by debiting the
         Account. If the total of returned or dishonored items shall exceed the
         Account, Client agrees to indemnify and reimburse the Bank for such
         reasonable fees and charges including those for items returned for any
         reason that were deposited to the Account.

7.       Client agrees that Bank shall not be liable to Client, or any
         third party for any indirect, special, consequential or exemplary
         damage arising from the performance or non-performance of this
         Agreement by Bank, its officers, employees, or agents absent the gross
         negligence or willful misconduct of Bank. In addition, Client hereby
         agrees to indemnify and hold Bank harmless from and against any and all
         liabilities, claims, losses, damages, attorney's fees and expenses,
         incurred or suffered by Bank. In entering into or performing this
         Agreement, except where such loss or liability is occasioned by Bank's
         gross negligence or willful misconduct.

8.       This Agreement shall remain in full force and effect until express 
         written notice of termination is given to the Bank by CHF; provided,
         however, that the Bank reserves the right to terminate this Agreement
         at any time upon thirty days' written notice to both CHF and Client.
         Upon termination of this Agreement for any reason other than the
         satisfaction of the Obligations of Client to CHF in accordance with the
         terms of the Agreement, the then remaining balance of the Account shall
         be transferred to CHF's account as provided in Section 5 of this
         Agreement. Upon satisfaction of the Obligations of Client to CHF in
         accordance with the terms of the Agreement, CHF shall immediately give
         the Bank written notice of termination of this Agreement, and in such
         instance the then remaining balance of the Account shall be the sole
         property of Client. Termination shall not affect the duties or
         obligations of any party hereto arising out of transactions occurring
         prior to termination.

<PAGE>





9.       All notices or other communications required or permitted to be given 
         pursuant to this Agreement shall be in writing and shall be considered
         as properly given or made if hand- delivered, mailed from within the
         United States by certified or registered mail, or sent by prepaid
         telegram or via facsimile transmission to the addresses set forth in
         the first paragraph of this Agreement or to such other address as any
         such party may have designated by like notice forwarded to the other
         parties hereto. All notices except notices of change of address and
         notice of termination of this Agreement, shall be deemed given when
         mailed and notices of changes of address or notice of termination of
         this Agreement shall be deemed given when received.

10.      At the end of each month, the Bank shall deliver a copy of the
         Bank's regular statement covering deposits to and withdrawals from the
         Account to Client and CHF at the addresses set forth above.

11.      Bank agrees to notify CHF if Client terminates or modifies, or
         notifies Bank of Client's intent to terminate or modify, the Lock Box
         Agreement within one (1) business day of such notification.

12.      Every provision of this Agreement is intended to be severable.
         If any term or provision hereof is illegal or invalid for any reason
         whatsoever, such illegality or invalidity shall not affect the validity
         of the remainder of this Agreement.

13.      Each party hereby represents and warrants to the other parties
         hereto that it has full power and authority to enter into and perform
         this Agreement and the person executing this Agreement on behalf of
         such party has been properly authorized and empowered to so execute
         this Agreement.

14.      This Agreement shall be governed by and construed in accordance with 
         the laws of the State of Florida.


<PAGE>





In witness whereof, the parties hereto have executed this instrument to be
effective on the date first set forth above.

                          CAPITAL HEALTHCARE FINANCING,
                          a division of CAPITAL FACTORS, INC.,
                          a Florida Corporation

                          By: /s/ JOHN B. APGAR
                              ----------------------------------------
                                John B. Apgar, Senior Vice President

                          HOSPITAL STAFFING SERVICES OF TENNESSEE, INC. D/B/A
                          MID-SOUTH COMPREHENSIVE HOME HEALTH,
                          a Florida corporation

                          By: /s/ RONALD A. CASS
                              ----------------------------------------
                               Ronald A. Cass, Chief Executive Officer

ACCEPTED AND APPROVED:

                          CAPITAL BANK,
                          a Florida banking corporation

                          By: /s/ R. THOMAS BURGE
                          ----------------------------------
                          Title: R. Thomas Burge, Senior Vice President


<PAGE>
                          ANNEX I TO LOCKBOX AGREEMENT

Account Title:              Mid-South Comp. Government Depository
Account Number:             3550009445
Lockbox Address:            PO Box 41-9119, Miami, FL  33141-9119
Mailing Address:            Mid-South Comprehensive Home Health
                            5705 Stage Road, Suite 201
                            Memphis, TN  38134
Contact Person:             Accounting Manager (901) 372-2500
Return Items:               Charge Mid-South Comp. - Return Item Account
Return Item Account Number: 3550009798
Acceptable Payees:          All Payees

1)                LOCKBOX PROCEDURES:

                  A) Differences in Amount
                                    If the script and numerical amounts
                                    themselves do not agree, yet one of these
                                    amounts agrees with the invoice amount,
                                    credit for the invoice amount. If there is
                                    no invoice, or if neither the script or
                                    numerical amount agree with the invoice
                                    amount, credit for the script amount.

                  B) Checks Marked "Paid-in-Full"
                                    Reject these checks

                  C) Correspondence, Orders, Etc., Received
                                    Left in original envelope, marked with
                                    "correspondence" stamp, and sent to the
                                    company, with a copy to CHF as indicated in
                                    Mailing Instructions below.

2)                PROCESSING FEATURES:

                  A) Retain Envelopes

                  B) Two Photocopies of each check

                  C) One Photocopy of each EOB, invoice, correspondence, or 
                     other items received, etc.

3)                MAILING INSTRUCTIONS:

                  A) Send the following materials to CHF on daily basis via 
                     interoffice: Deposit Summary, Detail Check Listing, One
                     photocopy of each check processed, Photocopies of EOB's,
                     correspondence, and other items received, and One photocopy
                     of each returned item.

                  B) Send the following materials on a daily
                     basis to Client to the mailing address for the lockbox:
                     Deposit Summary, Detail Check Listing, Rejected Items,
                     Photocopies attached to envelopes and invoices, and all
                     correspondence.

4)                RETURN ITEMS:

                  Rerun upon the first return. If returned a second time, charge
                  the account listed with each lockbox account. Send check and
                  debit memo with the daily materials.

5)                BILLING INFORMATION:

                  Charge the master operating account no. 3550009542 for all 
                  lockbox charges.


<PAGE>





                                    EXHIBIT F

                          CAPITAL HEALTHCARE FINANCING
                       A DIVISION OF CAPITAL FACTORS, INC.
                               LOCK BOX AGREEMENT

AMONG:  CAPITAL HEALTHCARE FINANCING, a Florida corporation, which has an 
        address at 1799 West Oakland Park Boulevard, Fort Lauderdale, 
        FL  33311 ("CHF").

AND:    HOSPITAL STAFFING SERVICES OF TENNESSEE, INC. D/B/A MID-SOUTH
        COMPREHENSIVE HOME HEALTH, a Florida Corporation, whose principal 
        address is 6245 North Federal Highway, Suite 400, Fort Lauderdale, 
        FL  33308 ("Client")

AND:    CAPITAL BANK, a Florida banking corporation, whose address is  
        1666 Kennedy Causeway, North Bay Village, FL  33141("Bank").

DATE:

CHF is making certain advances (the "Advances") to Client pursuant to a Provider
Revolving Loan Agreement (the "Agreement") dated February 7, 1996. As
security for the Advances, Client has assigned to CHF certain collateral,
including amongst other things Client's accounts receivable, and the proceeds of
that collateral.

CHF and Client agree as follows and request Bank to establish a special
depository account (the "Account") on the terms set forth in this Agreement:

1.       The Account shall be designated "Mid-South Comp. Non-Government 
         Depository/Capital Healthcare Financing", no. 3550009453.

2.       A postal box (the "Lock Box") has been rented in the name of
         Client to be used for collecting payments from Client's customers. The
         address of the Lock Box is PO Box 41-9120, Miami, FL 33141-9120.

3.       All checks, drafts, and money orders received by Client shall
         be mailed to the foregoing address. The Bank's authorized
         representatives shall have exclusive access to the Lock Box under the
         authority given by Client and shall make regular pick-ups from the Lock
         Box. Remittances so received will be processed and deposited to the
         Account. Bank will process items on a daily basis in accordance with
         Annex I attached hereto.

4.       Except as otherwise provided herein, the Account shall not be
         subject to deductions, setoff, banker's liens, or any other right in
         favor of any person other than CHF. Nothing herein constitutes a waiver
         of, and Bank reserves all of its present and future rights (whether
         described as rights of offset, banker's lien, chargeback or otherwise,
         and whether available to Bank at law, in equity, or under the Uniform
         Commercial Code) with respect to (a) checks and other items deposited
         to the Account and returned, whether for insufficient funds or for any
         other reason, and without regard to the timeliness of return of any
         such check or item, and (b) Bank's usual and customary fees and


<PAGE>





         charges for services rendered in connection with the Account, and (c)
         claims of breach of the Uniform Commercial Code's warranties of good
         title or of no material alteration made against Bank in connection with
         checks and other items deposited to the Account. CHF agrees that its
         interest in the Account is subordinate to the rights reserved by Bank
         in this paragraph.

5.       On each day of the week, and provided the day is a business day
         for the Bank, the Bank shall transfer the entire amount of each such
         collected deposit via internal sweep, wire transfer or ACH DTC
         electronic funds transfer from the Account, no. 3550009453 to the
         account of CHF, Account No. 3050008997 maintained at Capital Bank, 1221
         Brickell Avenue, Miami, FL 33131 ABA # 067008414. All amounts
         transferred to CHF's account shall be applied by CHF against the
         Client's obligations to CHF in accordance with the terms of the
         Agreement.

         Bank reserves the right to place holds on items deposited to the
         Account to the extent permitted by Federal Reserve Regulation CC. CHF
         represents and warrants that the account number at Capital Bank is
         correct. CHF and Client understand that under the Uniform Commercial
         Code, if a funds transfer instruction identifies the beneficiary, the
         beneficiary's bank, or an intermediary bank by name and an account or
         other identifying number, the Bank and subsequent parties to the funds
         transfer may act solely on the basis of such number(s), even if the
         name and number do not agree.

6.       The Bank shall charge Client's operating account no. 3550009542 
         maintained at Capital Bank for any and all costs and expenses of
         administration of the Account in accordance with Bank's fee
         schedule(s). The Bank shall provide a copy of the Lock Box activity to
         Client and CHF each month at the addresses set forth above or to such
         address as any party hereto may have designated by like notice
         forwarded to the other parties hereto. The Bank shall notify CHF and
         Client of all deposited customer items that are returned for any
         reason. Client shall reimburse the Bank on the day of receipt by the
         Bank of any and all returned and uncollected items originally deposited
         in the Account. Reimbursement will be accomplished by debiting the
         Account. If the total of returned or dishonored items shall exceed the
         Account, Client agrees to indemnify and reimburse the Bank for such
         reasonable fees and charges including those for items returned for any
         reason that were deposited to the Account.

7.       Client agrees that Bank shall not be liable to Client, or any
         third party for any indirect, special, consequential or exemplary
         damage arising from the performance or non-performance of this
         Agreement by Bank, its officers, employees, or agents absent the gross
         negligence or willful misconduct of Bank. In addition, Client hereby
         agrees to indemnify and hold Bank harmless from and against any and all
         liabilities, claims, losses, damages, attorney's fees and expenses,
         incurred or suffered by Bank. In entering into or performing this
         Agreement, except where such loss or liability is occasioned by Bank's
         gross negligence or willful misconduct.

8.       This Agreement shall remain in full force and effect until express 
         written notice of termination is given to the Bank by CHF; provided,
         however, that the Bank reserves the right to terminate this Agreement
         at any time upon thirty days' written notice to both CHF and Client.
         Upon termination of this Agreement for any reason other than the
         satisfaction of the Obligations of Client to CHF in accordance with the
         terms of the Agreement, the then remaining balance of the Account shall
         be transferred to CHF's account as provided in Section 5 of this
         Agreement. Upon satisfaction of the Obligations of Client to CHF in
         accordance with the terms of the Agreement, CHF shall immediately give
         the Bank written notice of termination of this Agreement, and in such
         instance the then remaining balance of the Account shall be the sole
         property of Client. Termination shall not affect the duties or
         obligations of any party hereto arising out of transactions occurring
         prior to termination.



<PAGE>





9.       All notices or other communications required or permitted to be given 
         pursuant to this Agreement shall be in writing and shall be considered
         as properly given or made if hand- delivered, mailed from within the
         United States by certified or registered mail, or sent by prepaid
         telegram or via facsimile transmission to the addresses set forth in
         the first paragraph of this Agreement or to such other address as any
         such party may have designated by like notice forwarded to the other
         parties hereto. All notices except notices of change of address and
         notice of termination of this Agreement, shall be deemed given when
         mailed and notices of changes of address or notice of termination of
         this Agreement shall be deemed given when received.

10.      At the end of each month, the Bank shall deliver a copy of the
         Bank's regular statement covering deposits to and withdrawals from the
         Account to Client and CHF at the addresses set forth above.

11.      Bank agrees to notify CHF if Client terminates or modifies, or
         notifies Bank of Client's intent to terminate or modify, the Lock Box
         Agreement within one (1) business day of such notification.

12.      Every provision of this Agreement is intended to be severable.
         If any term or provision hereof is illegal or invalid for any reason
         whatsoever, such illegality or invalidity shall not affect the validity
         of the remainder of this Agreement.

13.      Each party hereby represents and warrants to the other parties
         hereto that it has full power and authority to enter into and perform
         this Agreement and the person executing this Agreement on behalf of
         such party has been properly authorized and empowered to so execute
         this Agreement.

14.      This Agreement shall be governed by and construed in accordance with 
         the laws of the State of Florida.


<PAGE>





In witness whereof, the parties hereto have executed this instrument to be
effective on the date first set forth above.

                CAPITAL HEALTHCARE FINANCING,
                a division of CAPITAL FACTORS, INC.,
                a Florida Corporation

                By: /s/ JOHN B. APGAR
                   ----------------------------------------
                   John B. Apgar, Senior Vice President

                HOSPITAL STAFFING SERVICES OF TENNESSEE, INC. D/B/A
                MID-SOUTH COMPREHENSIVE HOME HEALTH,
                a Florida corporation

                By: /s/ RONALD A. CASS
                    ----------------------------------------
                    Ronald A. Cass, Chief Executive Officer

ACCEPTED AND APPROVED:

                CAPITAL BANK,
                a Florida banking corporation

                By: /s/ R. THOMAS BURGE
                    ----------------------------------------
                Title: R. Thomas Burge, Senior Vice President


<PAGE>
                          ANNEX I TO LOCKBOX AGREEMENT

Account Title:              Mid-South Comp. Non-Government Depository
Account Number:             3550009453
Lockbox Address:            PO Box 41-9120, Miami, FL  33141-9120
Mailing Address:            Mid-South Comprehensive Home Health
                            5705 Stage Road, Suite 201
                            Memphis, TN  38134
Contact Person:             Accounting Manager (901) 372-2500
Return Items:               Charge Mid-South Comp. - Return Item Account
Return Item Account Number: 3550009798
Acceptable Payees:          All Payees

1)                LOCKBOX PROCEDURES:

                  A) Differences in Amount
                                    If the script and numerical amounts
                                    themselves do not agree, yet one of these
                                    amounts agrees with the invoice amount,
                                    credit for the invoice amount. If there is
                                    no invoice, or if neither the script or
                                    numerical amount agree with the invoice
                                    amount, credit for the script amount.

                  B) Checks Marked "Paid-in-Full"
                                    Reject these checks

                  C) Correspondence, Orders, Etc., Received
                                    Left in original envelope, marked with
                                    "correspondence" stamp, and sent to the
                                    company, with a copy to CHF as indicated in
                                    Mailing Instructions below.

2)                PROCESSING FEATURES:

                  A) Retain Envelopes

                  B) Two Photocopies of each check

                  C) One Photocopy of each EOB, invoice, correspondence, or 
                     other items received, etc.

3)                MAILING INSTRUCTIONS:

                  A) Send the following materials to CHF on daily basis via
                     interoffice: Deposit Summary, Detail Check Listing, One
                     photocopy of each check processed, Photocopies of EOB's,
                     correspondence, and other items received, and One photocopy
                     of each returned item.

                  B) Send the following materials on a daily
                     basis to Client to the mailing address for the lockbox:
                     Deposit Summary, Detail Check Listing, Rejected Items,
                     Photocopies attached to envelopes and invoices, and all
                     correspondence.

4)                RETURN ITEMS:

                  Rerun upon the first return. If returned a second time, charge
                  the account listed with each lockbox account. Send check and
                  debit memo with the daily materials.

5)                BILLING INFORMATION:

                  Charge the master operating account no. 3550009542 for all 
                  lockbox charges.
<PAGE>



                                    EXHIBIT F

                          CAPITAL HEALTHCARE FINANCING
                       A DIVISION OF CAPITAL FACTORS, INC.
                               LOCK BOX AGREEMENT

AMONG:  CAPITAL HEALTHCARE FINANCING, a Florida corporation, which has an 
        address at 1799 West Oakland Park Boulevard, Fort Lauderdale, 
        FL  33311 ("CHF").

AND:    ALL-CARE PROFESSIONAL SERVICES, INC., a Florida Corporation, whose 
        principal address is 6245 North Federal Highway, Suite 400, Fort 
        Lauderdale, FL  33308 ("Client")

AND:    CAPITAL BANK, a Florida banking corporation, whose address is  
        1666 Kennedy Causeway, North Bay Village, FL  33141("Bank").

DATE:

CHF is making certain advances (the "Advances") to Client pursuant to a Provider
Revolving Loan Agreement (the "Agreement") dated February 7, 1996. As
security for the Advances, Client has assigned to CHF certain collateral,
including amongst other things Client's accounts receivable, and the proceeds of
that collateral.

CHF and Client agree as follows and request Bank to establish a special
depository account (the "Account") on the terms set forth in this Agreement:

1.       The Account shall be designated "HSSI All Care Government 
         Depository/Capital Healthcare Financing", no. 3550009461.

2.       A postal box (the "Lock Box") has been rented in the name of
         Client to be used for collecting payments from Client's customers. The
         address of the Lock Box is PO Box 41-9121, Miami, FL 33141-9121.

3.       All checks, drafts, and money orders received by Client shall
         be mailed to the foregoing address. The Bank's authorized
         representatives shall have exclusive access to the Lock Box under the
         authority given by Client and shall make regular pick-ups from the Lock
         Box. Remittances so received will be processed and deposited to the
         Account. Bank will process items on a daily basis in accordance with
         Annex I attached hereto.

4.       Except as otherwise provided herein, the Account shall not be
         subject to deductions, setoff, banker's liens, or any other right in
         favor of any person other than CHF. Nothing herein constitutes a waiver
         of, and Bank reserves all of its present and future rights (whether
         described as rights of offset, banker's lien, chargeback or otherwise,
         and whether available to Bank at law, in equity, or under the Uniform
         Commercial Code) with respect to (a) checks and other items deposited
         to the Account and returned, whether for insufficient funds or for any
         other reason, and without regard to the timeliness of return of any
         such check or item, and (b) Bank's usual and customary fees and


<PAGE>





         charges for services rendered in connection with the Account, and (c)
         claims of breach of the Uniform Commercial Code's warranties of good
         title or of no material alteration made against Bank in connection with
         checks and other items deposited to the Account. CHF agrees that its
         interest in the Account is subordinate to the rights reserved by Bank
         in this paragraph.

5.       On each day of the week, and provided the day is a business day
         for the Bank, the Bank shall transfer the entire amount of each such
         collected deposit via internal sweep, wire transfer or ACH DTC
         electronic funds transfer from the Account, no. 3550009461 to the
         account of CHF, Account No. 3050008997 maintained at Capital Bank, 1221
         Brickell Avenue, Miami, FL 33131 ABA # 067008414. All amounts
         transferred to CHF's account shall be applied by CHF against the
         Client's obligations to CHF in accordance with the terms of the
         Agreement.

         Bank reserves the right to place holds on items deposited to the
         Account to the extent permitted by Federal Reserve Regulation CC. CHF
         represents and warrants that the account number at Capital Bank is
         correct. CHF and Client understand that under the Uniform Commercial
         Code, if a funds transfer instruction identifies the beneficiary, the
         beneficiary's bank, or an intermediary bank by name and an account or
         other identifying number, the Bank and subsequent parties to the funds
         transfer may act solely on the basis of such number(s), even if the
         name and number do not agree.

6.       The Bank shall charge Client's operating account no. 3550009542 
         maintained at Capital Bank for any and all costs and expenses of
         administration of the Account in accordance with Bank's fee
         schedule(s). The Bank shall provide a copy of the Lock Box activity to
         Client and CHF each month at the addresses set forth above or to such
         address as any party hereto may have designated by like notice
         forwarded to the other parties hereto. The Bank shall notify CHF and
         Client of all deposited customer items that are returned for any
         reason. Client shall reimburse the Bank on the day of receipt by the
         Bank of any and all returned and uncollected items originally deposited
         in the Account. Reimbursement will be accomplished by debiting the
         Account. If the total of returned or dishonored items shall exceed the
         Account, Client agrees to indemnify and reimburse the Bank for such
         reasonable fees and charges including those for items returned for any
         reason that were deposited to the Account.

7.       Client agrees that Bank shall not be liable to Client, or any
         third party for any indirect, special, consequential or exemplary
         damage arising from the performance or non-performance of this
         Agreement by Bank, its officers, employees, or agents absent the gross
         negligence or willful misconduct of Bank. In addition, Client hereby
         agrees to indemnify and hold Bank harmless from and against any and all
         liabilities, claims, losses, damages, attorney's fees and expenses,
         incurred or suffered by Bank. In entering into or performing this
         Agreement, except where such loss or liability is occasioned by Bank's
         gross negligence or willful misconduct.

8.       This Agreement shall remain in full force and effect until express
         written notice of termination is given to the Bank by CHF; provided,
         however, that the Bank reserves the right to terminate this Agreement
         at any time upon thirty days' written notice to both CHF and Client.
         Upon termination of this Agreement for any reason other than the
         satisfaction of the Obligations of Client to CHF in accordance with the
         terms of the Agreement, the then remaining balance of the Account shall
         be transferred to CHF's account as provided in Section 5 of this
         Agreement. Upon satisfaction of the Obligations of Client to CHF in
         accordance with the terms of the Agreement, CHF shall immediately give
         the Bank written notice of termination of this Agreement, and in such
         instance the then remaining balance of the Account shall be the sole
         property of Client. Termination shall not affect the duties or
         obligations of any party hereto arising out of transactions occurring
         prior to termination.



<PAGE>





9.       All notices or other communications required or permitted to be given
         pursuant to this Agreement shall be in writing and shall be considered
         as properly given or made if hand- delivered, mailed from within the
         United States by certified or registered mail, or sent by prepaid
         telegram or via facsimile transmission to the addresses set forth in
         the first paragraph of this Agreement or to such other address as any
         such party may have designated by like notice forwarded to the other
         parties hereto. All notices except notices of change of address and
         notice of termination of this Agreement, shall be deemed given when
         mailed and notices of changes of address or notice of termination of
         this Agreement shall be deemed given when received.

10.      At the end of each month, the Bank shall deliver a copy of the
         Bank's regular statement covering deposits to and withdrawals from the
         Account to Client and CHF at the addresses set forth above.

11.      Bank agrees to notify CHF if Client terminates or modifies, or
         notifies Bank of Client's intent to terminate or modify, the Lock Box
         Agreement within one (1) business day of such notification.

12.      Every provision of this Agreement is intended to be severable.
         If any term or provision hereof is illegal or invalid for any reason
         whatsoever, such illegality or invalidity shall not affect the validity
         of the remainder of this Agreement.

13.      Each party hereby represents and warrants to the other parties
         hereto that it has full power and authority to enter into and perform
         this Agreement and the person executing this Agreement on behalf of
         such party has been properly authorized and empowered to so execute
         this Agreement.

14.      This Agreement shall be governed by and construed in accordance with
         the laws of the State of Florida.


<PAGE>





In witness whereof, the parties hereto have executed this instrument to be
effective on the date first set forth above.

                    CAPITAL HEALTHCARE FINANCING,
                    a division of CAPITAL FACTORS, INC.,
                    a Florida Corporation

                    By: /s/ JOHN B. APGAR
                        ----------------------------------------
                          John B. Apgar, Senior Vice President

                    ALL-CARE PROFESSIONAL SERVICES, INC.,
                    a Florida corporation

                    By: /s/ RONALD A. CASS   
                        ----------------------------------------
                         Ronald A. Cass, Chief Executive Officer

ACCEPTED AND APPROVED:

                    CAPITAL BANK,
                    a Florida banking corporation

                    By: /s/ R. THOMAS BURGE
                        ----------------------------------------
                    Title: R. Thomas Burge, Senior Vice President


<PAGE>
                          ANNEX I TO LOCKBOX AGREEMENT

Account Title:              HSSI All-Care Government Depository
Account Number:             3550009461
Lockbox Address:            PO Box 41-9121, Miami, FL  33141-9121
Mailing Address:            All-Care Professional Services, Inc.
                            5705 Stage Road, Suite 201
                            Memphis, TN  38134
Contact Person:             Accounting Manager (901) 372-2500
Return Items:               Charge Mid-South Comp. - Return Item Account
Return Item Account Number: 3550009798
Acceptable Payees:          All Payees

1)                LOCKBOX PROCEDURES:

                  A) Differences in Amount
                                    If the script and numerical amounts
                                    themselves do not agree, yet one of these
                                    amounts agrees with the invoice amount,
                                    credit for the invoice amount. If there is
                                    no invoice, or if neither the script or
                                    numerical amount agree with the invoice
                                    amount, credit for the script amount.

                  B) Checks Marked "Paid-in-Full"
                                    Reject these checks

                  C) Correspondence, Orders, Etc., Received
                                    Left in original envelope, marked with
                                    "correspondence" stamp, and sent to the
                                    company, with a copy to CHF as indicated in
                                    Mailing Instructions below.

2)                PROCESSING FEATURES:

                  A) Retain Envelopes

                  B) Two Photocopies of each check

                  C) One Photocopy of each EOB, invoice, correspondence, or 
                     other items received, etc.

3)                MAILING INSTRUCTIONS:

                  A) Send the following materials to CHF on daily basis via 
                     interoffice: Deposit Summary, Detail Check Listing, One
                     photocopy of each check processed, Photocopies of EOB's,
                     correspondence, and other items received, and One photocopy
                     of each returned item.

                  B) Send the following materials on a daily basis to Client
                     to the mailing address for the lockbox: Deposit Summary,
                     Detail Check Listing, Rejected Items, Photocopies attached
                     to envelopes and invoices, and all correspondence.

4)                RETURN ITEMS:

                  Rerun upon the first return. If returned a second time, charge
                  the account listed with each lockbox account. Send check and
                  debit memo with the daily materials.

5)                BILLING INFORMATION:

                  Charge the master operating account no. 3550009542 for all 
                  lockbox charges.


<PAGE>





                                    EXHIBIT F

                          CAPITAL HEALTHCARE FINANCING
                       A DIVISION OF CAPITAL FACTORS, INC.
                               LOCK BOX AGREEMENT

AMONG:  CAPITAL HEALTHCARE FINANCING, a Florida corporation, which has an 
        address at 1799 West Oakland Park Boulevard, Fort Lauderdale, 
        FL  33311 ("CHF").

AND:    ALL-CARE PROFESSIONAL SERVICES, INC., a Florida Corporation, whose 
        principal address is 6245 North Federal Highway, Suite 400, 
        Fort Lauderdale, FL 33308 ("Client").

AND:    CAPITAL BANK, a Florida banking corporation, whose address is  
        1666 Kennedy Causeway, North Bay Village, FL  33141("Bank").

DATE:

CHF is making certain advances (the "Advances") to Client pursuant to a Provider
Revolving Loan Agreement (the "Agreement") dated February 7, 1996. As
security for the Advances, Client has assigned to CHF certain collateral,
including amongst other things Client's accounts receivable, and the proceeds of
that collateral.

CHF and Client agree as follows and request Bank to establish a special
depository account (the "Account") on the terms set forth in this Agreement:

1.       The Account shall be designated "HSSI All Care Non-Government 
         Depository/Capital Healthcare Financing", no. 3550009488.

2.       A postal box (the "Lock Box") has been rented in the name of
         Client to be used for collecting payments from Client's customers. The
         address of the Lock Box is PO Box 41-9122, Miami, FL 33141-9122.

3.       All checks, drafts, and money orders received by Client shall
         be mailed to the foregoing address. The Bank's authorized
         representatives shall have exclusive access to the Lock Box under the
         authority given by Client and shall make regular pick-ups from the Lock
         Box. Remittances so received will be processed and deposited to the
         Account. Bank will process items on a daily basis in accordance with
         Annex I attached hereto.

4.       Except as otherwise provided herein, the Account shall not be
         subject to deductions, setoff, banker's liens, or any other right in
         favor of any person other than CHF. Nothing herein constitutes a waiver
         of, and Bank reserves all of its present and future rights (whether
         described as rights of offset, banker's lien, chargeback or otherwise,
         and whether available to Bank at law, in equity, or under the Uniform
         Commercial Code) with respect to (a) checks and other items deposited
         to the Account and returned, whether for insufficient funds or for any
         other reason, and without regard


<PAGE>





         to the timeliness of return of any such check or item, and (b) Bank's
         usual and customary fees and charges for services rendered in
         connection with the Account, and (c) claims of breach of the Uniform
         Commercial Code's warranties of good title or of no material alteration
         made against Bank in connection with checks and other items deposited
         to the Account. CHF agrees that its interest in the Account is
         subordinate to the rights reserved by Bank in this paragraph.

5.       On each day of the week, and provided the day is a business day
         for the Bank, the Bank shall transfer the entire amount of each such
         collected deposit via internal sweep, wire transfer or ACH DTC
         electronic funds transfer from the Account, no. 3550009488 to the
         account of CHF, Account No. 3050008997 maintained at Capital Bank, 1221
         Brickell Avenue, Miami, FL 33131 ABA # 067008414. All amounts
         transferred to CHF's account shall be applied by CHF against the
         Client's obligations to CHF in accordance with the terms of the
         Agreement.

         Bank reserves the right to place holds on items deposited to the
         Account to the extent permitted by Federal Reserve Regulation CC. CHF
         represents and warrants that the account number at Capital Bank is
         correct. CHF and Client understand that under the Uniform Commercial
         Code, if a funds transfer instruction identifies the beneficiary, the
         beneficiary's bank, or an intermediary bank by name and an account or
         other identifying number, the Bank and subsequent parties to the funds
         transfer may act solely on the basis of such number(s), even if the
         name and number do not agree.

6.       The Bank shall charge Client's operating account no. 3550009542 
         maintained at Capital Bank for any and all costs and expenses of
         administration of the Account in accordance with Bank's fee
         schedule(s). The Bank shall provide a copy of the Lock Box activity to
         Client and CHF each month at the addresses set forth above or to such
         address as any party hereto may have designated by like notice
         forwarded to the other parties hereto. The Bank shall notify CHF and
         Client of all deposited customer items that are returned for any
         reason. Client shall reimburse the Bank on the day of receipt by the
         Bank of any and all returned and uncollected items originally deposited
         in the Account. Reimbursement will be accomplished by debiting the
         Account. If the total of returned or dishonored items shall exceed the
         Account, Client agrees to indemnify and reimburse the Bank for such
         reasonable fees and charges including those for items returned for any
         reason that were deposited to the Account.

7.       Client agrees that Bank shall not be liable to Client, or any
         third party for any indirect, special, consequential or exemplary
         damage arising from the performance or non-performance of this
         Agreement by Bank, its officers, employees, or agents absent the gross
         negligence or willful misconduct of Bank. In addition, Client hereby
         agrees to indemnify and hold Bank harmless from and against any and all
         liabilities, claims, losses, damages, attorney's fees and expenses,
         incurred or suffered by Bank. In entering into or performing this
         Agreement, except where such loss or liability is occasioned by Bank's
         gross negligence or willful misconduct.

8.       This Agreement shall remain in full force and effect until express 
         written notice of termination is given to the Bank by CHF; provided,
         however, that the Bank reserves the right to terminate this Agreement
         at any time upon thirty days' written notice to both CHF and Client.
         Upon termination of this Agreement for any reason other than the
         satisfaction of the Obligations of Client to CHF in accordance with the
         terms of the Agreement, the then remaining balance of the Account shall
         be transferred to CHF's account as provided in Section 5 of this
         Agreement. Upon satisfaction of the Obligations of Client to CHF in
         accordance with the terms of the Agreement, CHF shall immediately give
         the Bank written notice of termination of this Agreement, and in such
         instance the then remaining balance of the Account shall be the sole
         property of Client. Termination shall not affect the duties or
         obligations of any party hereto arising out of transactions occurring
         prior to termination.


<PAGE>





9.       All notices or other communications required or permitted to be given
         pursuant to this Agreement shall be in writing and shall be considered
         as properly given or made if hand- delivered, mailed from within the
         United States by certified or registered mail, or sent by prepaid
         telegram or via facsimile transmission to the addresses set forth in
         the first paragraph of this Agreement or to such other address as any
         such party may have designated by like notice forwarded to the other
         parties hereto. All notices except notices of change of address and
         notice of termination of this Agreement, shall be deemed given when
         mailed and notices of changes of address or notice of termination of
         this Agreement shall be deemed given when received.

10.      At the end of each month, the Bank shall deliver a copy of the
         Bank's regular statement covering deposits to and withdrawals from the
         Account to Client and CHF at the addresses set forth above.

11.      Bank agrees to notify CHF if Client terminates or modifies, or
         notifies Bank of Client's intent to terminate or modify, the Lock Box
         Agreement within one (1) business day of such notification.

12.      Every provision of this Agreement is intended to be severable.
         If any term or provision hereof is illegal or invalid for any reason
         whatsoever, such illegality or invalidity shall not affect the validity
         of the remainder of this Agreement.

13.      Each party hereby represents and warrants to the other parties
         hereto that it has full power and authority to enter into and perform
         this Agreement and the person executing this Agreement on behalf of
         such party has been properly authorized and empowered to so execute
         this Agreement.

14.      This Agreement shall be governed by and construed in accordance with 
         the laws of the State of Florida.

<PAGE>





In witness whereof, the parties hereto have executed this instrument to be
effective on the date first set forth above.

                          CAPITAL HEALTHCARE FINANCING,
                          a division of CAPITAL FACTORS, INC.,
                          a Florida Corporation

                          By: /s/ JOHN B. APGAR
                              ----------------------------------------
                                John B. Apgar, Senior Vice President

                          ALL-CARE PROFESSIONAL SERVICES, INC.,
                          a Florida corporation

                          By: /s/ RONALD A. CASS
                              ----------------------------------------
                               Ronald A. Cass, Chief Executive Officer

ACCEPTED AND APPROVED:

                          CAPITAL BANK,
                          a Florida banking corporation

                          By: /s/ R. THOMAS BURGE
                              ----------------------------------------
                          Title: R. Thomas Burge, Senior Vice President


<PAGE>
                          ANNEX I TO LOCKBOX AGREEMENT

Account Title:              HSSI All Care Non-Government Depository
Account Number:             3550009488
Lockbox Address:            PO Box 41-9122, Miami, FL  33141-9122
Mailing Address:            All-Care Professional Services, Inc.
                            5705 Stage Road, Suite 201
                            Memphis, TN  38134
Contact Person:             Accounting Manager (901) 372-2500
Return Items:               Charge Mid-South Comp. - Return Item Account
Return Item Account Number: 3550009798
Acceptable Payees:          All Payees

1)                LOCKBOX PROCEDURES:

                  A) Differences in Amount
                                    If the script and numerical amounts
                                    themselves do not agree, yet one of these
                                    amounts agrees with the invoice amount,
                                    credit for the invoice amount. If there is
                                    no invoice, or if neither the script or
                                    numerical amount agree with the invoice
                                    amount, credit for the script amount.

                  B) Checks Marked "Paid-in-Full"
                                    Reject these checks

                  C) Correspondence, Orders, Etc., Received
                                    Left in original envelope, marked with
                                    "correspondence" stamp, and sent to the
                                    company, with a copy to CHF as indicated in
                                    Mailing Instructions below.

2)                PROCESSING FEATURES:

                  A) Retain Envelopes

                  B) Two Photocopies of each check

                  C) One Photocopy of each EOB, invoice, correspondence, or 
                     other items received, etc.

3)                MAILING INSTRUCTIONS:

                  A) Send the following materials to CHF on daily basis via 
                     interoffice: Deposit Summary, Detail Check Listing, One
                     photocopy of each check processed, Photocopies of EOB's,
                     correspondence, and other items received, and One photocopy
                     of each returned item.

                  B) Send the following materials on a daily basis to Client to
                     the mailing address for the lockbox: Deposit Summary,
                     Detail Check Listing, Rejected Items, Photocopies attached
                     to envelopes and invoices, and all correspondence.

4)                RETURN ITEMS:

                  Rerun upon the first return. If returned a second time, charge
                  the account listed with each lockbox account. Send check and
                  debit memo with the daily materials.

5)                BILLING INFORMATION:

                  Charge the master operating account no. 3550009542 for all 
                  lockbox charges.


<PAGE>





                                    EXHIBIT F

                          CAPITAL HEALTHCARE FINANCING
                       A DIVISION OF CAPITAL FACTORS, INC.
                               LOCK BOX AGREEMENT

AMONG:   CAPITAL HEALTHCARE FINANCING, a Florida corporation, which has an 
         address at 1799 West Oakland Park Boulevard, Fort Lauderdale, 
         FL  33311 ("CHF").

AND:     HOSPITAL STAFFING SERVICES OF MASSACHUSETTS, INC. D/B/A  ALTERNATIVE
         CARE MEDICAL SERVICES, a Florida Corporation, whose principal address 
         is 6245 North Federal Highway, Suite 400, Fort Lauderdale, FL  33308

         HOSPITAL STAFFING SERVICES OF RHODE ISLAND,
         INC. D/B/A ALTERNATIVE CARE MEDICAL
         SERVICES, a Florida Corporation, whose
         principal address is 6245 North Federal
         Highway, Suite 400, Fort Lauderdale, FL
         33308 (collectively, "Client").

AND:     CAPITAL BANK, a Florida banking corporation, whose address is  
         1666 Kennedy Causeway, North Bay Village, FL  33141("Bank").

DATE:

CHF is making certain advances (the "Advances") to Client pursuant to a Provider
Revolving Loan Agreement (the "Agreement") dated February 7, 1996. As
security for the Advances, Client has assigned to CHF certain collateral,
including amongst other things Client's accounts receivable, and the proceeds of
that collateral.

CHF and Client agree as follows and request Bank to establish a special
depository account (the "Account") on the terms set forth in this Agreement:

1.       The Account shall be designated "Alternative Care Government 
         Depository/Capital Healthcare Financing", no. 3550009496.

2.       A postal box (the "Lock Box") has been rented in the name of
         Client to be used for collecting payments from Client's customers. The
         address of the Lock Box is PO Box 41-9123, Miami, FL 33141-9123.

3.       All checks, drafts, and money orders received by Client shall
         be mailed to the foregoing address. The Bank's authorized
         representatives shall have exclusive access to the Lock Box under the
         authority given by Client and shall make regular pick-ups from the Lock
         Box. Remittances so received will be processed and deposited to the
         Account. Bank will process items on a daily basis in accordance with
         Annex I attached hereto.

4.       Except as otherwise provided herein, the Account shall not be subject
         to deductions, setoff, banker's liens, or any other right in favor of
         any person other than CHF. Nothing herein constitutes a waiver of, and
         Bank reserves all of its present and future rights (whether described
         as rights of offset, banker's lien, chargeback or otherwise, and
         whether available to Bank at law, in equity, or under the Uniform
         Commercial Code) with respect to (a) checks and other items deposited
         to the Account and returned, whether for insufficient funds or for any
         other reason, and without regard to the timeliness of return of any
         such check or item, and (b) Bank's usual and customary fees and charges
         for services rendered in connection with the Account, and (c) claims of
         breach of the Uniform Commercial Code's warranties of good title or of
         no material alteration made against Bank in connection with checks and
         other items deposited to the Account. CHF agrees that its interest in
         the Account is subordinate to the rights reserved by Bank in this
         paragraph.


<PAGE>





5.       On each day of the week, and provided the day is a business day
         for the Bank, the Bank shall transfer the entire amount of each such
         collected deposit via internal sweep, wire transfer or ACH DTC
         electronic funds transfer from the Account, no. 3550009496 to the
         account of CHF, Account No. 3050008997 maintained at Capital Bank, 1221
         Brickell Avenue, Miami, FL 33131 ABA # 067008414. All amounts
         transferred to CHF's account shall be applied by CHF against the
         Client's obligations to CHF in accordance with the terms of the
         Agreement.

         Bank reserves the right to place holds on items deposited to the
         Account to the extent permitted by Federal Reserve Regulation CC. CHF
         represents and warrants that the account number at Capital Bank is
         correct. CHF and Client understand that under the Uniform Commercial
         Code, if a funds transfer instruction identifies the beneficiary, the
         beneficiary's bank, or an intermediary bank by name and an account or
         other identifying number, the Bank and subsequent parties to the funds
         transfer may act solely on the basis of such number(s), even if the
         name and number do not agree.

6.       The Bank shall charge Client's operating account no. 3550009542 
         maintained at Capital Bank for any and all costs and expenses of
         administration of the Account in accordance with Bank's fee
         schedule(s). The Bank shall provide a copy of the Lock Box activity to
         Client and CHF each month at the addresses set forth above or to such
         address as any party hereto may have designated by like notice
         forwarded to the other parties hereto. The Bank shall notify CHF and
         Client of all deposited customer items that are returned for any
         reason. Client shall reimburse the Bank on the day of receipt by the
         Bank of any and all returned and uncollected items originally deposited
         in the Account. Reimbursement will be accomplished by debiting the
         Account. If the total of returned or dishonored items shall exceed the
         Account, Client agrees to indemnify and reimburse the Bank for such
         reasonable fees and charges including those for items returned for any
         reason that were deposited to the Account.

7.       Client agrees that Bank shall not be liable to Client, or any
         third party for any indirect, special, consequential or exemplary
         damage arising from the performance or non-performance of this
         Agreement by Bank, its officers, employees, or agents absent the gross
         negligence or willful misconduct of Bank. In addition, Client hereby
         agrees to indemnify and hold Bank harmless from and against any and all
         liabilities, claims, losses, damages, attorney's fees and expenses,
         incurred or suffered by Bank. In entering into or performing this
         Agreement, except where such loss or liability is occasioned by Bank's
         gross negligence or willful misconduct.

8.       This Agreement shall remain in full force and effect until express 
         written notice of termination is given to the Bank by CHF; provided,
         however, that the Bank reserves the right to terminate this Agreement
         at any time upon thirty days' written notice to both CHF and Client.
         Upon termination of this Agreement for any reason other than the
         satisfaction of the Obligations of Client to CHF in accordance with the
         terms of the Agreement, the then remaining balance of the Account shall
         be transferred to CHF's account as provided in Section 5 of this
         Agreement. Upon satisfaction of the Obligations of Client to CHF in
         accordance with the terms of the Agreement, CHF shall immediately give
         the Bank written notice of termination of this Agreement, and in such
         instance the then remaining balance of the Account shall be the sole
         property of Client. Termination shall not affect the duties or
         obligations of any party hereto arising out of transactions occurring
         prior to termination.

9.       All notices or other communications required or permitted to be given
         pursuant to this Agreement shall be in writing and shall be considered
         as properly given or made if hand-delivered, mailed from within the
         United States by certified or registered mail, or sent by prepaid
         telegram or via facsimile transmission to the addresses set forth in
         the first paragraph of this Agreement or to such other address as any
         such party may have designated by like notice forwarded to the other
         parties hereto. All notices except notices of change of address and
         notice of termination of this Agreement, shall be deemed given when
         mailed and notices of changes of address or notice of termination of
         this Agreement shall be deemed given when received.

<PAGE>





10.      At the end of each month, the Bank shall deliver a copy
         of the Bank's regular statement covering deposits to and withdrawals
         from the Account to Client and CHF at the addresses set forth above.

11.      Bank agrees to notify CHF if Client terminates or modifies, or
         notifies Bank of Client's intent to terminate or modify, the Lock Box
         Agreement within one (1) business day of such notification.

12.      Every provision of this Agreement is intended to be severable.
         If any term or provision hereof is illegal or invalid for any reason
         whatsoever, such illegality or invalidity shall not affect the validity
         of the remainder of this Agreement.

13.      Each party hereby represents and warrants to the other parties
         hereto that it has full power and authority to enter into and perform
         this Agreement and the person executing this Agreement on behalf of
         such party has been properly authorized and empowered to so execute
         this Agreement.

14.      This Agreement shall be governed by and construed in accordance with
         the laws of the State of Florida.

In witness whereof, the parties hereto have executed this instrument to be
effective on the date first set forth above.

                 CAPITAL HEALTHCARE FINANCING,
                 a division of CAPITAL FACTORS, INC.,
                 a Florida Corporation

                 By: /s/ JOHN B. APGAR
                     ----------------------------------------
                       John B. Apgar, Senior Vice President

                 HOSPITAL STAFFING SERVICES OF MASSACHUSETTS, INC. D/B/A
                 ALTERNATIVE CARE MEDICAL SERVICES,
                 a Florida corporation

                 By: /s/ RONALD A. CASS
                     ----------------------------------------
                      Ronald A. Cass, Chief Executive Officer

                 HOSPITAL STAFFING SERVICES OF RHODE ISLAND, INC. D/B/A
                 ALTERNATIVE CARE MEDICAL SERVICES,
                 a Florida corporation

                 By: /s/ RONALD A. CASS
                     ----------------------------------------
                      Ronald A. Cass, Chief Executive Officer

ACCEPTED AND APPROVED:

                 CAPITAL BANK,
                 a Florida banking corporation

                 By: /s/ R. THOMAS BURGE
                     ----------------------------------------
                 Title: R. Thomas Burge, Senior Vice President


<PAGE>
                          ANNEX I TO LOCKBOX AGREEMENT

Account Title:              Alternative Care Government Depository
Account Number:             3550009496
Lockbox Address:            PO Box 41-9123, Miami, FL  33141-9123
Mailing Address:            Alternative Care Medical Services
                            430 Bedford Street, Suite 325
                            Lexington, MA  02173
Contact Person:             Regional Controller (617) 674-0001
Return Items:               Charge Alternative Care - Return Item Account
Return Item Account Number: 3550009763
Acceptable Payees:          Hospital Staffing Service of Massachusetts, Inc.
                            d/b/a Alternative Care Medical Services, Inc.
                            ACMS Alternative Care Medical Services
                            HSSI d/b/a Alternative Care Medical Services
                            HSSI d/b/a ACMS
                            Hospital Staffing Services of Massachusetts, Inc.
                            d/b/a ACMS
                            Third Party Endorsed

1)                LOCKBOX PROCEDURES:

                  A) Differences in Amount
                                    If the script and numerical amounts
                                    themselves do not agree, yet one of these
                                    amounts agrees with the invoice amount,
                                    credit for the invoice amount. If there is
                                    no invoice, or if neither the script or
                                    numerical amount agree with the invoice
                                    amount, credit for the script amount.

                  B) Checks Marked "Paid-in-Full"
                                    Reject these checks

                  C) Correspondence, Orders, Etc., Received
                                    Left in original envelope, marked with
                                    "correspondence" stamp, and sent to the
                                    company, with a copy to CHF as indicated in
                                    Mailing Instructions below.

2)                PROCESSING FEATURES:

                  A) Retain Envelopes

                  B) Two Photocopies of each check

                  C) One Photocopy of each EOB, invoice, correspondence, or 
                     other items received, etc.

3)                MAILING INSTRUCTIONS:

                  A) Send the following materials to CHF on daily basis via
                     interoffice: Deposit Summary, Detail Check Listing, One
                     photocopy of each check processed, Photocopies of EOB's,
                     correspondence, and other items received, and One photocopy
                     of each returned item.

                  B) Send the following materials on a daily basis to Client
                     to the mailing address for the lockbox: Deposit Summary,
                     Detail Check Listing, Rejected Items, Photocopies attached
                     to envelopes and invoices, and all correspondence.

4)                RETURN ITEMS:

                  Rerun upon the first return. If returned a second time, charge
                  the account listed with each lockbox account. Send check and
                  debit memo with the daily materials.

5)                BILLING INFORMATION:

                  Charge the master operating account no. 3550009542 for all 
                  lockbox charges.


<PAGE>





                                    EXHIBIT F

                          CAPITAL HEALTHCARE FINANCING
                       A DIVISION OF CAPITAL FACTORS, INC.
                               LOCK BOX AGREEMENT

AMONG:  CAPITAL HEALTHCARE FINANCING, a Florida corporation, which has an 
        address at 1799 West Oakland Park Boulevard, Fort Lauderdale,
        FL  33311 ("CHF").

AND:    HOSPITAL STAFFING SERVICES OF MASSACHUSETTS, INC. D/B/A  ALTERNATIVE
        CARE MEDICAL SERVICES, a Florida Corporation, whose principal address
        is 6245 North Federal Highway, Suite 400, Fort Lauderdale, FL  33308

        HOSPITAL STAFFING SERVICES OF RHODE ISLAND, INC. D/B/A ALTERNATIVE 
        CARE MEDICAL SERVICES, a Florida Corporation, whose principal address 
        is 6245 North Federal Highway, Suite 400, Fort Lauderdale, 
        FL 33308 (collectively, "Client").

AND:    CAPITAL BANK, a Florida banking corporation, whose address is  
        1666 Kennedy Causeway, North Bay Village, FL  33141("Bank").

DATE:

CHF is making certain advances (the "Advances") to Client pursuant to a Provider
Revolving Loan Agreement (the "Agreement") dated February 7, 1996. As
security for the Advances, Client has assigned to CHF certain collateral,
including amongst other things Client's accounts receivable, and the proceeds of
that collateral.

CHF and Client agree as follows and request Bank to establish a special
depository account (the "Account") on the terms set forth in this Agreement:

1.       The Account shall be designated "Alternative Care Non-Government 
         Depository/Capital Healthcare Financing", no. 3550009518.

2.       A postal box (the "Lock Box") has been rented in the name of
         Client to be used for collecting payments from Client's customers. The
         address of the Lock Box is PO Box 41-9124, Miami, FL 33141-9124.

3.       All checks, drafts, and money orders received by Client shall
         be mailed to the foregoing address. The Bank's authorized
         representatives shall have exclusive access to the Lock Box under the
         authority given by Client and shall make regular pick-ups from the Lock
         Box. Remittances so received will be processed and deposited to the
         Account. Bank will process items on a daily basis in accordance with
         Annex I attached hereto.

4.       Except as otherwise provided herein, the Account shall not be
         subject to deductions, setoff, banker's liens, or any other right in
         favor of any person other than CHF. Nothing herein constitutes a waiver
         of, and Bank reserves all of its present and future rights (whether
         described as rights of offset, banker's lien, chargeback or otherwise,
         and whether available to Bank at law, in equity, or


<PAGE>





         under the Uniform Commercial Code) with respect to (a) checks and other
         items deposited to the Account and returned, whether for insufficient
         funds or for any other reason, and without regard to the timeliness of
         return of any such check or item, and (b) Bank's usual and customary
         fees and charges for services rendered in connection with the Account,
         and (c) claims of breach of the Uniform Commercial Code's warranties of
         good title or of no material alteration made against Bank in connection
         with checks and other items deposited to the Account. CHF agrees that
         its interest in the Account is subordinate to the rights reserved by
         Bank in this paragraph.

5.       On each day of the week, and provided the day is a business day
         for the Bank, the Bank shall transfer the entire amount of each such
         collected deposit via internal sweep, wire transfer or ACH DTC
         electronic funds transfer from the Account, no. 3550009518 to the
         account of CHF, Account No. 3050008997 maintained at Capital Bank, 1221
         Brickell Avenue, Miami, FL 33131 ABA # 067008414. All amounts
         transferred to CHF's account shall be applied by CHF against the
         Client's obligations to CHF in accordance with the terms of the
         Agreement.

         Bank reserves the right to place holds on items deposited to the
         Account to the extent permitted by Federal Reserve Regulation CC. CHF
         represents and warrants that the account number at Capital Bank is
         correct. CHF and Client understand that under the Uniform Commercial
         Code, if a funds transfer instruction identifies the beneficiary, the
         beneficiary's bank, or an intermediary bank by name and an account or
         other identifying number, the Bank and subsequent parties to the funds
         transfer may act solely on the basis of such number(s), even if the
         name and number do not agree.

6.       The Bank shall charge Client's operating account no. 3550009542 
         maintained at Capital Bank for any and all costs and expenses of
         administration of the Account in accordance with Bank's fee
         schedule(s). The Bank shall provide a copy of the Lock Box activity to
         Client and CHF each month at the addresses set forth above or to such
         address as any party hereto may have designated by like notice
         forwarded to the other parties hereto. The Bank shall notify CHF and
         Client of all deposited customer items that are returned for any
         reason. Client shall reimburse the Bank on the day of receipt by the
         Bank of any and all returned and uncollected items originally deposited
         in the Account. Reimbursement will be accomplished by debiting the
         Account. If the total of returned or dishonored items shall exceed the
         Account, Client agrees to indemnify and reimburse the Bank for such
         reasonable fees and charges including those for items returned for any
         reason that were deposited to the Account.

7.       Client agrees that Bank shall not be liable to Client, or any
         third party for any indirect, special, consequential or exemplary
         damage arising from the performance or non-performance of this
         Agreement by Bank, its officers, employees, or agents absent the gross
         negligence or willful misconduct of Bank. In addition, Client hereby
         agrees to indemnify and hold Bank harmless from and against any and all
         liabilities, claims, losses, damages, attorney's fees and expenses,
         incurred or suffered by Bank. In entering into or performing this
         Agreement, except where such loss or liability is occasioned by Bank's
         gross negligence or willful misconduct.

8.       This Agreement shall remain in full force and effect until express 
         written notice of termination is given to the Bank by CHF; provided,
         however, that the Bank reserves the right to terminate this Agreement
         at any time upon thirty days' written notice to both CHF and Client.
         Upon termination of this Agreement for any reason other than the
         satisfaction of the Obligations of Client to CHF in accordance with the
         terms of the Agreement, the then remaining balance of the Account shall
         be transferred to CHF's account as provided in Section 5 of this
         Agreement. Upon satisfaction of the Obligations of Client to CHF in
         accordance with the terms of the Agreement, CHF shall immediately give
         the Bank written notice of termination of this Agreement, and in such
         instance the then remaining balance of the Account shall be the sole
         property of Client. Termination shall not affect the duties or
         obligations of any party hereto arising out of transactions occurring
         prior to termination.

<PAGE>





9.       All notices or other communications required or permitted to be given
         pursuant to this Agreement shall be in writing and shall be considered
         as properly given or made if hand- delivered, mailed from within the
         United States by certified or registered mail, or sent by prepaid
         telegram or via facsimile transmission to the addresses set forth in
         the first paragraph of this Agreement or to such other address as any
         such party may have designated by like notice forwarded to the other
         parties hereto. All notices except notices of change of address and
         notice of termination of this Agreement, shall be deemed given when
         mailed and notices of changes of address or notice of termination of
         this Agreement shall be deemed given when received.

10.      At the end of each month, the Bank shall deliver a copy of the
         Bank's regular statement covering deposits to and withdrawals from the
         Account to Client and CHF at the addresses set forth above.

11.      Bank agrees to notify CHF if Client terminates or
         modifies, or notifies Bank of Client's intent to terminate or modify,
         the Lock Box Agreement within one (1) business day of such
         notification.

12.      Every provision of this Agreement is intended to be severable.
         If any term or provision hereof is illegal or invalid for any reason
         whatsoever, such illegality or invalidity shall not affect the validity
         of the remainder of this Agreement.

13.      Each party hereby represents and warrants to the other parties
         hereto that it has full power and authority to enter into and perform
         this Agreement and the person executing this Agreement on behalf of
         such party has been properly authorized and empowered to so execute
         this Agreement.

14.      This Agreement shall be governed by and construed in accordance with
         the laws of the State of Florida.

In witness whereof, the parties hereto have executed this instrument to be
effective on the date first set forth above.

                                CAPITAL HEALTHCARE FINANCING,
                                a division of CAPITAL FACTORS, INC.,
                                a Florida Corporation

                                By: /s/ JOHN B. APGAR
                                    ----------------------------------------
                                      John B. Apgar, Senior Vice President


<PAGE>





                       HOSPITAL STAFFING SERVICES OF MASSACHUSETTS, INC. D/B/A
                       ALTERNATIVE CARE MEDICAL SERVICES,
                       a Florida corporation

                       By: /s/ RONALD A. CASS
                           ----------------------------------------
                            Ronald A. Cass, Chief Executive Officer

                       HOSPITAL STAFFING SERVICES OF RHODE ISLAND, INC. D/B/A
                       ALTERNATIVE CARE MEDICAL SERVICES,
                       a Florida corporation

                       By: /s/ RONALD A. CASS
                           ----------------------------------------
                            Ronald A. Cass, Chief Executive Officer

ACCEPTED AND APPROVED:

                       CAPITAL BANK,
                       a Florida banking corporation

                       By: /s/ R. THOMAS BURGE
                           ----------------------------------------
                       Title: R. Thomas Burge, Senior Vice President


<PAGE>
                          ANNEX I TO LOCKBOX AGREEMENT

Account Title:              Alternative Care Non-Government Depository
Account Number:             3550009518
Lockbox Address:            PO Box 41-9124, Miami, FL  33141-9124
Mailing Address:            Alternative Care Medical Services
                            430 Bedford Street, Suite 325
                            Lexington, MA  02173
Contact Person:             Regional Controller (617) 674-0001
Return Items:               Charge Alternative Care - Return Item Account
Return Item Account Number: 3550009763
Acceptable Payees:          Hospital Staffing Service of Massachusetts, Inc.
                            d/b/a Alternative Care Medical Services, Inc.
                            ACMS
                            Alternative Care Medical Services
                            HSSI d/b/a Alternative Care Medical Services
                            HSSI d/b/a ACMS
                            Hospital Staffing Services of Massachusetts, Inc. 
                            d/b/a ACMS
                            Third Party Endorsed

1)                LOCKBOX PROCEDURES:

                  A) Differences in Amount
                                    If the script and numerical amounts
                                    themselves do not agree, yet one of these
                                    amounts agrees with the invoice amount,
                                    credit for the invoice amount. If there is
                                    no invoice, or if neither the script or
                                    numerical amount agree with the invoice
                                    amount, credit for the script amount.

                  B) Checks Marked "Paid-in-Full"
                                    Reject these checks

                  C) Correspondence, Orders, Etc., Received
                                    Left in original envelope, marked with
                                    "correspondence" stamp, and sent to the
                                    company, with a copy to CHF as indicated in
                                    Mailing Instructions below.

2)                PROCESSING FEATURES:

                  A) Retain Envelopes

                  B) Two Photocopies of each check

                  C) One Photocopy of each EOB, invoice, correspondence, or 
                     other items received, etc.

3)                MAILING INSTRUCTIONS:

                  A) Send the following materials to CHF on daily basis via
                     interoffice: Deposit Summary, Detail Check Listing, One
                     photocopy of each check processed, Photocopies of EOB's,
                     correspondence, and other items received, and One photocopy
                     of each returned item.

                  B) Send the following materials on a daily basis to Client
                     to the mailing address for the lockbox: Deposit Summary,
                     Detail Check Listing, Rejected Items, Photocopies attached
                     to envelopes and invoices, and all correspondence.

4)                RETURN ITEMS:

                  Rerun upon the first return. If returned a second time, charge
                  the account listed with each lockbox account. Send check and
                  debit memo with the daily materials.

5)                BILLING INFORMATION:

                  Charge the master operating account no. 3550009542 for all 
                  lockbox charges.


<PAGE>

                                    EXHIBIT F
                          CAPITAL HEALTHCARE FINANCING
                       A DIVISION OF CAPITAL FACTORS, INC.
                               LOCK BOX AGREEMENT

AMONG: CAPITAL HEALTHCARE FINANCING, a Florida corporation, which has an 
       address at 1799 West Oakland Park Boulevard, Fort Lauderdale,
       FL  33311 ("CHF").

AND:   HSSI OF GEORGIA, INC. D/B/A TRI-THERAPY, a Florida Corporation, whose
       principal address is 6245 North Federal Highway, Suite 400, Fort 
       Lauderdale, FL 33308 ("Client").

AND:   CAPITAL BANK, a Florida banking corporation, whose address is 
       1666 Kennedy Causeway, North Bay Village, FL  33141("Bank").

DATE:

CHF is making certain advances (the "Advances") to Client pursuant to a Provider
Revolving Loan Agreement (the "Agreement") dated February 7, 1996. As
security for the Advances, Client has assigned to CHF certain collateral,
including amongst other things Client's accounts receivable, and the proceeds of
that collateral.

CHF and Client agree as follows and request Bank to establish a special
depository account (the "Account") on the terms set forth in this Agreement:

1.       The Account shall be designated "HSSI Tri-Therapy Government 
         Depository/Capital Healthcare Financing", no. 3550009526.

2.       A postal box (the "Lock Box") has been rented in the name of
         Client to be used for collecting payments from Client's customers. The
         address of the Lock Box is PO Box 41-9125, Miami, FL 33141-9125.

3.       All checks, drafts, and money orders received by Client shall
         be mailed to the foregoing address. The Bank's authorized
         representatives shall have exclusive access to the Lock Box under the
         authority given by Client and shall make regular pick-ups from the Lock
         Box. Remittances so received will be processed and deposited to the
         Account. Bank will process items on a daily basis in accordance with
         Annex I attached hereto.

4.       Except as otherwise provided herein, the Account shall not be
         subject to deductions, setoff, banker's liens, or any other right in
         favor of any person other than CHF. Nothing herein constitutes a waiver
         of, and Bank reserves all of its present and future rights (whether
         described as rights of offset, banker's lien, chargeback or otherwise,
         and whether available to Bank at law, in equity, or under the Uniform
         Commercial Code) with respect to (a) checks and other items deposited
         to the


<PAGE>

         Account and returned, whether for insufficient funds or for any other
         reason, and without regard to the timeliness of return of any such
         check or item, and (b) Bank's usual and customary fees and charges for
         services rendered in connection with the Account, and (c) claims of
         breach of the Uniform Commercial Code's warranties of good title or of
         no material alteration made against Bank in connection with checks and
         other items deposited to the Account. CHF agrees that its interest in
         the Account is subordinate to the rights reserved by Bank in this
         paragraph.

5.       On each day of the week, and provided the day is a business day
         for the Bank, the Bank shall transfer the entire amount of each such
         collected deposit via internal sweep, wire transfer or ACH DTC
         electronic funds transfer from the Account, no. 3550009526 to the
         account of CHF, Account No. 3050008997 maintained at Capital Bank, 1221
         Brickell Avenue, Miami, FL 33131 ABA # 067008414. All amounts
         transferred to CHF's account shall be applied by CHF against the
         Client's obligations to CHF in accordance with the terms of the
         Agreement.

         Bank reserves the right to place holds on items deposited to the
         Account to the extent permitted by Federal Reserve Regulation CC. CHF
         represents and warrants that the account number at Capital Bank is
         correct. CHF and Client understand that under the Uniform Commercial
         Code, if a funds transfer instruction identifies the beneficiary, the
         beneficiary's bank, or an intermediary bank by name and an account or
         other identifying number, the Bank and subsequent parties to the funds
         transfer may act solely on the basis of such number(s), even if the
         name and number do not agree.

6.       The Bank shall charge Client's operating account no. 3550009542
         maintained at Capital Bank for any and all costs and expenses of
         administration of the Account in accordance with Bank's fee
         schedule(s). The Bank shall provide a copy of the Lock Box activity to
         Client and CHF each month at the addresses set forth above or to such
         address as any party hereto may have designated by like notice
         forwarded to the other parties hereto. The Bank shall notify CHF and
         Client of all deposited customer items that are returned for any
         reason. Client shall reimburse the Bank on the day of receipt by the
         Bank of any and all returned and uncollected items originally deposited
         in the Account. Reimbursement will be accomplished by debiting the
         Account. If the total of returned or dishonored items shall exceed the
         Account, Client agrees to indemnify and reimburse the Bank for such
         reasonable fees and charges including those for items returned for any
         reason that were deposited to the Account.

7.       Client agrees that Bank shall not be liable to Client, or any
         third party for any indirect, special, consequential or exemplary
         damage arising from the performance or non-performance of this
         Agreement by Bank, its officers, employees, or agents absent the gross
         negligence or willful misconduct of Bank. In addition, Client hereby
         agrees to indemnify and hold Bank harmless from and against any and all
         liabilities, claims, losses, damages, attorney's fees and expenses,
         incurred or suffered by Bank. In entering into or performing this
         Agreement, except where such loss or liability is occasioned by Bank's
         gross negligence or willful misconduct.

8.       This Agreement shall remain in full force and effect until express 
         written notice of termination is given to the Bank by CHF; provided,
         however, that the Bank reserves the right to terminate this Agreement
         at any time upon thirty days' written notice to both CHF and Client.
         Upon termination of this Agreement for any reason other than the
         satisfaction of the Obligations of Client to CHF in accordance with the
         terms of the Agreement, the then remaining balance of the Account shall
         be transferred to CHF's account as provided in Section 5 of this
         Agreement. Upon satisfaction of the Obligations of Client to CHF in
         accordance with the terms of the Agreement, CHF shall immediately give
         the Bank written notice of termination of this Agreement, and in such
         instance the then remaining balance of the Account shall be the sole
         property of Client. Termination shall not affect the duties or
         obligations of any party hereto arising out of transactions occurring
         prior to termination.

<PAGE>

9.       All notices or other communications required or permitted to be given
         pursuant to this Agreement shall be in writing and shall be considered
         as properly given or made if hand- delivered, mailed from within the
         United States by certified or registered mail, or sent by prepaid
         telegram or via facsimile transmission to the addresses set forth in
         the first paragraph of this Agreement or to such other address as any
         such party may have designated by like notice forwarded to the other
         parties hereto. All notices except notices of change of address and
         notice of termination of this Agreement, shall be deemed given when
         mailed and notices of changes of address or notice of termination of
         this Agreement shall be deemed given when received.

10.      At the end of each month, the Bank shall deliver a copy of the
         Bank's regular statement covering deposits to and withdrawals from the
         Account to Client and CHF at the addresses set forth above.

11.      Bank agrees to notify CHF if Client terminates or modifies, or
         notifies Bank of Client's intent to terminate or modify, the Lock Box
         Agreement within one (1) business day of such notification.

12.      Every provision of this Agreement is intended to be severable.
         If any term or provision hereof is illegal or invalid for any reason
         whatsoever, such illegality or invalidity shall not affect the validity
         of the remainder of this Agreement.

13.      Each party hereby represents and warrants to the other parties
         hereto that it has full power and authority to enter into and perform
         this Agreement and the person executing this Agreement on behalf of
         such party has been properly authorized and empowered to so execute
         this Agreement.

14.      This Agreement shall be governed by and construed in accordance with
         the laws of the State of Florida.

<PAGE>



In witness whereof, the parties hereto have executed this instrument to be
effective on the date first set forth above.

                           CAPITAL HEALTHCARE FINANCING,
                           a division of CAPITAL FACTORS, INC.,
                           a Florida Corporation

                           By: /s/ JOHN B. APGAR
                               ----------------------------------------
                                 John B. Apgar, Senior Vice President

                           HSSI OF GEORGIA, INC. D/B/A
                           TRI-THERAPY,
                           a Florida corporation

                           By: /s/ RONALD A. CASS
                               ----------------------------------------
                                  Ronald A. Cass, Chief Executive Officer

ACCEPTED AND APPROVED:

                           CAPITAL BANK,
                           a Florida banking corporation

                           By: /s/ R. THOMAS BURGE
                               ----------------------------------------
                           Title: R. Thomas Burge, Senior Vice President


<PAGE>

                          ANNEX I TO LOCKBOX AGREEMENT

Account Title:              HSSI Tri-Therapy Government Depository
Account Number:             3550009526
Lockbox Address:            PO Box 41-9125, Miami, FL  33141-9125
Mailing Address:            Hospital Staffing Services, Inc.
                            6245 N. Federal Highway, Suite 400
                            Ft. Lauderdale, FL  33308-1900
Contact Person:             Controller (954) 771-0500
Return Items:               Charge Tri-Therapy - Return Item Account
Return Item Account Number: 3550009801
Acceptable Payees:          Tri-Therapy
                            Tri-Therapy, Inc.
                            Hospital Staffing Service of Georgia, Inc.
                            Southern Rehabilitation
                            Third Party Endorsed

1)                LOCKBOX PROCEDURES:

                  A) Differences in Amount
                                    If the script and numerical amounts
                                    themselves do not agree, yet one of these
                                    amounts agrees with the invoice amount,
                                    credit for the invoice amount. If there is
                                    no invoice, or if neither the script or
                                    numerical amount agree with the invoice
                                    amount, credit for the script amount.

                  B) Checks Marked "Paid-in-Full"
                                    Reject these checks

                  C) Correspondence, Orders, Etc., Received
                                    Left in original envelope, marked with
                                    "correspondence" stamp, and sent to the
                                    company, with a copy to CHF as indicated in
                                    Mailing Instructions below.

2)                PROCESSING FEATURES:

                  A) Retain Envelopes

                  B) Two Photocopies of each check

                  C) One Photocopy of each EOB, invoice, correspondence, or 
                     other items received, etc.

3)                MAILING INSTRUCTIONS:

                  A) Send the following materials to CHF on daily basis via
                     interoffice: Deposit Summary, Detail Check Listing, One
                     photocopy of each check processed, Photocopies of EOB's,
                     correspondence, and other items received, and One photocopy
                     of each returned item.

                  B) Send the following materials on a daily basis to Client
                     to the mailing address for the lockbox: Deposit Summary,
                     Detail Check Listing, Rejected Items, Photocopies attached
                     to envelopes and invoices, and all correspondence.

4)                RETURN ITEMS:

                  Rerun upon the first return. If returned a second time, charge
                  the account listed with each lockbox account. Send check and
                  debit memo with the daily materials.

5)                BILLING INFORMATION:

                  Charge the master operating account no. 3550009542 for all 
                  lockbox charges.


<PAGE>

                                    EXHIBIT F

                          CAPITAL HEALTHCARE FINANCING
                       A DIVISION OF CAPITAL FACTORS, INC.
                               LOCK BOX AGREEMENT

AMONG:  CAPITAL HEALTHCARE FINANCING, a Florida corporation, which has an 
        address at 1799 West Oakland Park Boulevard, Fort Lauderdale,
        FL  33311 ("CHF").

AND:    HSSI OF GEORGIA, INC. D/B/A TRI-THERAPY, a Florida Corporation, whose
        principal address is 6245 North Federal Highway, Suite 400, Fort
        Lauderdale, FL 33308 ("Client").

AND:    CAPITAL BANK, a Florida banking corporation, whose address is  
        1666 Kennedy Causeway, North Bay Village, FL  33141("Bank").

DATE:

CHF is making certain advances (the "Advances") to Client pursuant to a Provider
Revolving Loan Agreement (the "Agreement") dated February 7, 1996. As
security for the Advances, Client has assigned to CHF certain collateral,
including amongst other things Client's accounts receivable, and the proceeds of
that collateral.

CHF and Client agree as follows and request Bank to establish a special
depository account (the "Account") on the terms set forth in this Agreement:

1.       The Account shall be designated "HSSI Tri-Therapy Non-Government 
         Depository/Capital Healthcare Financing", no. 3550009534.

2.       A postal box (the "Lock Box") has been rented in the name of
         Client to be used for collecting payments from Client's customers. The
         address of the Lock Box is PO Box 41-9126, Miami, FL 33141-9126.

3.       All checks, drafts, and money orders received by Client shall
         be mailed to the foregoing address. The Bank's authorized
         representatives shall have exclusive access to the Lock Box under the
         authority given by Client and shall make regular pick-ups from the Lock
         Box. Remittances so received will be processed and deposited to the
         Account. Bank will process items on a daily basis in accordance with
         Annex I attached hereto.

4.       Except as otherwise provided herein, the Account shall not be
         subject to deductions, setoff, banker's liens, or any other right in
         favor of any person other than CHF. Nothing herein constitutes a waiver
         of, and Bank reserves all of its present and future rights (whether
         described as rights of offset, banker's lien, chargeback or otherwise,
         and whether available to Bank at law, in equity, or under the Uniform
         Commercial Code) with respect to (a) checks and other items deposited
         to the


<PAGE>

         Account and returned, whether for insufficient funds or for any other
         reason, and without regard to the timeliness of return of any such
         check or item, and (b) Bank's usual and customary fees and charges for
         services rendered in connection with the Account, and (c) claims of
         breach of the Uniform Commercial Code's warranties of good title or of
         no material alteration made against Bank in connection with checks and
         other items deposited to the Account. CHF agrees that its interest in
         the Account is subordinate to the rights reserved by Bank in this
         paragraph.

5.       On each day of the week, and provided the day is a business day
         for the Bank, the Bank shall transfer the entire amount of each such
         collected deposit via internal sweep, wire transfer or ACH DTC
         electronic funds transfer from the Account, no. 3550009534 to the
         account of CHF, Account No. 3050008997 maintained at Capital Bank, 1221
         Brickell Avenue, Miami, FL 33131 ABA # 067008414. All amounts
         transferred to CHF's account shall be applied by CHF against the
         Client's obligations to CHF in accordance with the terms of the
         Agreement.

         Bank reserves the right to place holds on items deposited to the
         Account to the extent permitted by Federal Reserve Regulation CC. CHF
         represents and warrants that the account number at Capital Bank is
         correct. CHF and Client understand that under the Uniform Commercial
         Code, if a funds transfer instruction identifies the beneficiary, the
         beneficiary's bank, or an intermediary bank by name and an account or
         other identifying number, the Bank and subsequent parties to the funds
         transfer may act solely on the basis of such number(s), even if the
         name and number do not agree.

6.       The Bank shall charge Client's operating account no. 3550009542 
         maintained at Capital Bank for any and all costs and expenses of
         administration of the Account in accordance with Bank's fee
         schedule(s). The Bank shall provide a copy of the Lock Box activity to
         Client and CHF each month at the addresses set forth above or to such
         address as any party hereto may have designated by like notice
         forwarded to the other parties hereto. The Bank shall notify CHF and
         Client of all deposited customer items that are returned for any
         reason. Client shall reimburse the Bank on the day of receipt by the
         Bank of any and all returned and uncollected items originally deposited
         in the Account. Reimbursement will be accomplished by debiting the
         Account. If the total of returned or dishonored items shall exceed the
         Account, Client agrees to indemnify and reimburse the Bank for such
         reasonable fees and charges including those for items returned for any
         reason that were deposited to the Account.

7.       Client agrees that Bank shall not be liable to Client, or any
         third party for any indirect, special, consequential or exemplary
         damage arising from the performance or non-performance of this
         Agreement by Bank, its officers, employees, or agents absent the gross
         negligence or willful misconduct of Bank. In addition, Client hereby
         agrees to indemnify and hold Bank harmless from and against any and all
         liabilities, claims, losses, damages, attorney's fees and expenses,
         incurred or suffered by Bank. In entering into or performing this
         Agreement, except where such loss or liability is occasioned by Bank's
         gross negligence or willful misconduct.

8.       This Agreement shall remain in full force and effect until express 
         written notice of termination is given to the Bank by CHF; provided,
         however, that the Bank reserves the right to terminate this Agreement
         at any time upon thirty days' written notice to both CHF and Client.
         Upon termination of this Agreement for any reason other than the
         satisfaction of the Obligations of Client to CHF in accordance with the
         terms of the Agreement, the then remaining balance of the Account shall
         be transferred to CHF's account as provided in Section 5 of this
         Agreement. Upon satisfaction of the Obligations of Client to CHF in
         accordance with the terms of the Agreement, CHF shall immediately give
         the Bank written notice of termination of this Agreement, and in such
         instance the then remaining balance of the Account shall be the sole
         property of Client. Termination shall not affect the duties or
         obligations of any party hereto arising out of transactions occurring
         prior to termination.

<PAGE>

9.       All notices or other communications required or permitted to be given
         pursuant to this Agreement shall be in writing and shall be considered
         as properly given or made if hand- delivered, mailed from within the
         United States by certified or registered mail, or sent by prepaid
         telegram or via facsimile transmission to the addresses set forth in
         the first paragraph of this Agreement or to such other address as any
         such party may have designated by like notice forwarded to the other
         parties hereto. All notices except notices of change of address and
         notice of termination of this Agreement, shall be deemed given when
         mailed and notices of changes of address or notice of termination of
         this Agreement shall be deemed given when received.

10.      At the end of each month, the Bank shall deliver a copy of the
         Bank's regular statement covering deposits to and withdrawals from the
         Account to Client and CHF at the addresses set forth above.

11.      Bank agrees to notify CHF if Client terminates or modifies, or
         notifies Bank of Client's intent to terminate or modify, the Lock Box
         Agreement within one (1) business day of such notification.

12.      Every provision of this Agreement is intended to be severable.
         If any term or provision hereof is illegal or invalid for any reason
         whatsoever, such illegality or invalidity shall not affect the validity
         of the remainder of this Agreement.

13.      Each party hereby represents and warrants to the other parties
         hereto that it has full power and authority to enter into and perform
         this Agreement and the person executing this Agreement on behalf of
         such party has been properly authorized and empowered to so execute
         this Agreement.

14.      This Agreement shall be governed by and construed in accordance with 
         the laws of the State of Florida.

In witness whereof, the parties hereto have executed this instrument to be
effective on the date first set forth above.

                 CAPITAL HEALTHCARE FINANCING,
                 a division of CAPITAL FACTORS, INC.,
                 a Florida Corporation

                 By: /s/ JOHN B. APGAR
                    ----------------------------------------
                       John B. Apgar, Senior Vice President

                 HSSI OF GEORGIA, INC. D/B/A
                 TRI-THERAPY,
                 a Florida corporation

                 By: /s/ RONALD A. CASS
                     -----------------------------------------
                        Ronald A. Cass, Chief Executive Officer

ACCEPTED AND APPROVED:

                 CAPITAL BANK,
                 a Florida banking corporation

                 By: /s/ R. THOMAS BURGE
                     ----------------------------------------
                 Title: R. Thomas Burge, Senior Vice President


<PAGE>
                          ANNEX I TO LOCKBOX AGREEMENT

Account Title:              HSSI Tri-Therapy Non-Government Depository
Account Number:             3550009534
Lockbox Address:            PO Box 41-9126, Miami, FL  33141-9126
Mailing Address:            Hospital Staffing Services, Inc.
                            6245 N. Federal Highway, Suite 400
                            Ft. Lauderdale, FL  33308-1900
Contact Person:             Controller (954) 771-0500
Return Items:               Charge Tri-Therapy - Return Item Account
Return Item Account Number: 3550009801
Acceptable Payees:          Tri-Therapy
                            Tri-Therapy, Inc.
                            Hospital Staffing Service of Georgia, Inc.
                            Southern Rehabilitation
                            Third Party Endorsed

1)                LOCKBOX PROCEDURES:

                  A) Differences in Amount
                                    If the script and numerical amounts
                                    themselves do not agree, yet one of these
                                    amounts agrees with the invoice amount,
                                    credit for the invoice amount. If there is
                                    no invoice, or if neither the script or
                                    numerical amount agree with the invoice
                                    amount, credit for the script amount.

                  B) Checks Marked "Paid-in-Full"
                                    Reject these checks

                  C) Correspondence, Orders, Etc., Received
                                    Left in original envelope, marked with
                                    "correspondence" stamp, and sent to the
                                    company, with a copy to CHF as indicated in
                                    Mailing Instructions below.

2)                PROCESSING FEATURES:

                  A) Retain Envelopes

                  B) Two Photocopies of each check

                  C) One Photocopy of each EOB, invoice, correspondence, or 
                     other items received, etc.

3)                MAILING INSTRUCTIONS:

                  A) Send the following materials to CHF on daily basis via
                     interoffice: Deposit Summary, Detail Check Listing, One
                     photocopy of each check processed, Photocopies of EOB's,
                     correspondence, and other items received, and One photocopy
                     of each returned item.

                  B) Send the following materials on a daily basis to Client
                     to the mailing address for the lockbox: Deposit Summary,
                     Detail Check Listing, Rejected Items, Photocopies attached
                     to envelopes and invoices, and all correspondence.

4)                RETURN ITEMS:

                  Rerun upon the first return. If returned a second time, charge
                  the account listed with each lockbox account. Send check and
                  debit memo with the daily materials.

5)                BILLING INFORMATION:

                  Charge the master operating account no. 3550009542 for all 
                  lockbox charges.


<PAGE>

THE FORM OF "GUARANTY BY CORPORATION" FOLLOWING WAS EXECUTED BY EACH OF THE
GUARANTOR CORPORATIONS INCLUDED IN ANNEX IX TO PROVIDER REVOLVING LOAN
AGREEMENT.

<PAGE>






                                    EXHIBIT G

GUARANTY BY CORPORATION

                                                         Date FEBRUARY 7, 1996

Gentlemen:

LISTED ON ANNEX I ATTACHED HERETO, a corporation organized under the laws of the
state of LISTED ON ANNEX I ATTACHED HERETO (herein called the "Debtor") is (a)
engaged in business as a corporate affiliate of the undersigned, or (b) engaged
in selling, marketing, using, or otherwise dealing in merchandise, supplies,
products, equipment or other articles supplied to it by the undersigned, or (c)
______________________________________________________________________________
________________________________________________ Because of our inter-corporate
or business relations, it will be our direct interest and advantage to assist
the Debtor to procure funds, credit or other financial assistance from you
(which shall mean and be a reference to Capital Factors, Inc. and its successors
and assigns) in order to further its business and sales.

Accordingly, in order to induce you to purchase or otherwise acquire from the
Debtor accounts receivable, conditional sales or lease agreements, chattel
mortgages, drafts, notes, bills, acceptances, trust receipts, contracts or other
obligations or chooses-in-action (herein collectively called "receivables"), or
to advance moneys or extend credit to the Debtor thereon, or to factor the sales
or finance the accounts of the Debtor (either according to any present or future
agreements or according to any changes in any such agreements or on any other
terms and arrangements from time to time agreed upon with the Debtor, the
undersigned hereby consenting to and waiving notice of any and all such
agreements, terms and arrangements and changes thereof) or to otherwise directly
or indirectly advance money to or give or extend faith and credit to the Debtor,
or otherwise assist the Debtor in financing its business or sales (without
obligating you to do any of the foregoing), we, the undersigned, for value
received, do hereby unconditionally guarantee to you and your successors and
assigns the prompt payment in full at maturity and all times thereafter (waiving
notice of non-payment) of any and all indebtedness, obligations and liabilities
of every kind or nature (both principal and interest) now or at any time
hereafter owing to you by the Debtor, and of any and all receivables heretofore
or hereafter acquired by you from the Debtor in respect of which the Debtor has
or may become in any way liable, and the prompt, full and faithful performance
and discharge by the Debtor of all the terms, conditions, agreements,
representations, warranties, guaranties and provisions on the part of the Debtor
contained in any such agreement or arrangement or in any modification or addenda
thereto or substitution thereof, or contained in any schedule or other
instrument heretofore or hereafter given by or on behalf of the Debtor in
connection with the sale or assignment of any such receivables to you, or
contained in any other agreements, undertakings or obligations of the Debtor
with or to you, of any kind or nature, and we also hereby agree on demand to
reimburse you and your assigns for all expenses, collection charges, court costs
and attorney's fees (including those incurred at the trial and appellate levels)
incurred in endeavoring to collect or enforce any of the foregoing against the
Debtor and/or undersigned or any other person or concern liable thereon; for all
of which, with interest at the highest lawful contract rate after due until
paid, we hereby agree to be directly, unconditionally and primarily liable
jointly and severally with the Debtor and agree that the same may be recovered
in the same or separate actions brought to recover the principal indebtedness.

Notice of acceptance of this guaranty, the giving or extension of credit to the
Debtor, the purchase or acquisition of receivables, or the advancement of money
or credit thereon, and presentment, demand, notices of default, non-payment of
partial payments and protest, notice of protest and all other notices or
formalities to which the Debtor might otherwise be entitled, prosecution of
collection or remedies against the Debtor or against the makers, endorsers, or
other person(s) liable on any such receivables or against any security or
collateral thereto appertaining, are hereby waived. The undersigned also waives
notice of any consents to the granting of indulgences or extensions of time,
payment, the taking and releasing of security in respect of any receivable
agreements, obligations, indebtedness or liabilities so guaranteed hereunder, or
your accepting partial payments thereon or your settling, compromising or
compounding any of the same in such manner and at such times as you may deem
advisable, without in any way impairing or affecting our liability for the full
amount thereof; and you shall not be required to prosecute collection,
enforcement or other remedies against the Debtor or against any person liable on
any said receivables, agreements, obligations, indebtedness or liabilities so
guaranteed, or to enforce or resort to any security, liens, collateral or other
rights or remedies thereto appertaining, before calling on us for payment; nor
shall our liability in any way be released or affected by reason of any failure
or delay on your part so to do.

This guaranty is absolute, unconditional and continuing and payment of the sums
for which the undersigned become liable shall be made to you at your office from
time to time on demand as the same become or are declared due, notwithstanding
that you hold reserves, credits, collateral or security against which you may be
entitled to resort for payment, and one or more and successive or concurrent
actions may be brought hereon against the undersigned, either in the same action
in which the Debtor is sued or in separate actions, as often as deemed
advisable. We expressly waive and bar ourselves from any right to set-off,
recoup or counterclaim any claim or demand against the Debtor, or against any
other person or concern liable on said receivables, and, as further security to
you, any and all debts or liabilities now or hereafter owing to us by the Debtor
or by such other person or concern are hereby subordinated to your claims and
are hereby assigned to you.

In case bankruptcy or insolvency proceedings, or proceedings for reorganization,
or for the appointment of a receiver, trustee or custodian for us or the Debtor
or over our or the Debtor's property or any substantial portion thereof, be
instituted by or against either us or the Debtor, or if we or the Debtor become
insolvent or make an assignment for the benefit of creditors, or attempt to
effect a composition with creditors, or encumber or dispose of all or a
substantial portion of our or the Debtor's property or if we or the Debtor
default in the payment or repurchase of any such receivables or indebtedness as
the same falls due, or fail promptly to make good any default in respect of any
undertakings, then the liability of the undersigned thereunder shall at your
option and without notice become immediately fixed and be enforceable for the
full amount thereof, whether then due or not, the same as though all said
receivables, debts and liabilities had become past due.

This guaranty shall inure to the benefit or yourself, your successors and
assigns. It shall be binding on the undersigned, its successors and assigns, and
shall continue in full force and effect until written notice of termination is
given by us and received by you. No such termination shall affect


<PAGE>





in any manner your rights and our obligations under this guaranty with respect
to: (i) indebtedness, obligations and liabilities which shall have been created,
contracted, assumed or incurred prior to receipt by you of written notice of
such termination, or (ii) indebtedness, obligations and liabilities which shall
have been created, contracted, assumed or incurred after receipt of such written
notice pursuant to any contract entered into by you prior to receipt of such
notice. The sole effect of our written notice to you of termination of this
guaranty shall be to exclude from this guaranty indebtedness, obligations and
liabilities arising after your receipt of our notice of termination of this
guaranty which are not connected with indebtedness, obligations and liabilities
theretofore arising or transactions theretofore entered into. This guaranty
shall otherwise continue in full force and effect until any and all
indebtedness, obligations and liabilities created or assumed have been paid and
satisfied in full.

ATTEST:                                    CARDINAL NURSING AND HOME CARE, INC.

/S/  BOBBY L. SHIELDS                            By: /S/  RONALD A. CASS
--------------------------------                     --------------------------
Secretary                                            President

(AFFIX CORPORATE SEAL HERE)

                                  CERTIFICATION

           I, BOBBY L. SHIELDS , do hereby certify that I am the duly
elected and qualified Secretary of Cardinal Nursing and Home Care, Inc. , a
Florida corporation, the Guarantor named in the foregoing Guaranty; that a
(special) (regular) meeting of the Board of Directors of said Corporation held
on FEBRUARY 6, 1996, at which meeting a quorum was present and acting
throughout, the foregoing Guaranty was submitted to, and approved by, the Board
of Directors of said Corporation, and that the officer that executed the
Guaranty for and on behalf of the Corporation was so authorized by the Board of
Directors of the Corporation.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the seal of said Corporation this 7TH day of FEBRUARY, 1996.

                                         /S/ BOBBY L. SHIELDS
                                        ------------------------------
                                        Secretary

(Corporate Seal)


<PAGE>





                          ANNEX I TO CORPORATE GUARANTY

HOSPITAL STAFFING SERVICES, INC., a Florida corporation

HOSPITAL STAFFING SERVICES OF MASSACHUSETTS, INC., a Florida corporation

HOSPITAL STAFFING SERVICES OF RHODE ISLAND, INC., a Rhode Island corporation

HSS RECRUITING, INC., a Florida corporation

HSSI MEDICARE HOME OFFICE, INC., a Florida corporation

HOSPITAL STAFFING SERVICES OF TENNESSEE, INC., a Tennessee corporation

HSSI OF TRAVEL NURSE OPERATIONS, INC., a Florida corporation

ALL-CARE PROFESSIONAL INC., a Tennessee corporation

HSSI OF GEORGIA, INC.,  a Florida corporation

HSSI PROPRIETARY HOME OFFICE, INC., a Florida corporation

HOSPITAL STAFFING SERVICES OF FLORIDA, INC., a Florida corporation

HSSI ACQUISITION CORP., a New York corporation

HOSPITAL STAFFING SERVICES OF CALIFORNIA, INC., a Florida corporation

HOSPITAL STAFFING SERVICES MEDICARE OF BROWARD, INC., a Florida corporation

HOSPITAL STAFFING SERVICES MEDICARE OF PALM BEACH, INC., a Florida corporation

HSSI OF FLORIDA PROPRIETARY, INC.,  a Florida corporation


<PAGE>





                 OFFICER'S CERTIFICATE PURSUANT TO SECTION 3.1.3
                    OF THE PROVIDER REVOLVING LOAN AGREEMENT

          Pursuant to Section 3.1.3 of the Provider Revolving Loan Agreement
(the "Loan Agreement") dated FEBRUARY 7, 1996 between the parties listed in
Annex I thereto (the "Provider") and Capital HealthCare Financing, a division of
Capital Factors, Inc. ("CHF"), the undersigned hereby certify to CHF as follows:

          1. Capitalized terms used and not defined herein shall have the
             meanings ascribed thereto in the Loan Agreement.

          2. The undersigned are the chief executive officer and the treasurer
             of Provider.

          3. On the Closing Date, no Default or Event of Default has occurred
             and is continuing.

          4. No material adverse change in the Collateral or the financial
             condition or operations of the business of Provider or any of its
             respective Subsidiaries or the projected cash flow of Provider or
             any of its respective Subsidiaries has occurred since OCTOBER 31,
             1995.

          5. The representations and warranties of Provider contained in the
             Loan Agreement are true and correct in all respects on and as of
             the date hereof with the same effect as though made on and as of
             such date.

          6. Provider on the Closing Date is in compliance with all the terms
             and provisions set forth in the Loan Agreement on its part to be
             observed and performed.

          7. Provider, numbered two (2) through nine (9) listed on Annex I
             hereto, on the Closing Date is not under investigation by a
             Governmental Entity or being audited by the Internal Revenue
             Service.

          IN WITNESS WHEREOF, the  undersigned  has  executed  this Certificate
this  6TH  day of FEBRUARY, 1996.

                                          /S/ RONALD A. CASS
                                         --------------------------
                                         Name:
                                            Title: Chief Executive Officer


                                         /S/ BOBBY L. SHIELDS
                                         ---------------------------
                                        Name:
                                             Title: Secretary


<PAGE>

                        ANNEX I TO OFFICER'S CERTIFICATE

                    List of Entities Comprising the Provider

1) Hospital Staffing Services, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

2) HSSI Travel Nurse Operations, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

3) HSS Recruiting, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

4) HSSI Medicare Home Office, Inc. d/b/a
Home Care Home Office
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

5) Hospital Staffing Services of Massachusetts, Inc. d/b/a
Alternative Care Medical Services
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

6) Hospital Staffing Services of Rhode Island, Inc. d/b/a
Alternative Care Medical Services
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

7) Hospital Staffing Services of Tennessee, Inc. d/b/a
Mid-South Comprehensive Home Health
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

8) All-Care Professional Services, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

9) HSSI of Georgia, Inc. d/b/a
Tri-Therapy
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

10) HSSI Proprietary Home Office, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

11) Hospital Staffing Services of California, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

12) Hospital Staffing Services of Florida, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

13) HSSI Acquisition Corp.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

14) Hospital Staffing Services Medicare of Broward, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

15) Hospital Staffing Services Medicare of Palm Beach, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

<PAGE>

16) HSSI of Florida Proprietary, Inc.
6245 North Federal Highway, Suite 400
Fort Lauderdale, FL  33308

<PAGE>

THE FORM OF "CERTIFICATE PURSUANT TO SECTION 3.1.7 OF PROVIDER REVOLVING LOAN
AGREEMENT" WAS EXECUTED BY EACH OF THE ENTITIES COMPRISING THE PROVIDER INCLUDED
IN ANNEX I TO PROVIDER REVOLVING LOAN AGREEMENT.


<PAGE>
                      CERTIFICATE PURSUANT TO SECTION 3.1.7
                      OF PROVIDER REVOLVING LOAN AGREEMENT

                             SECRETARY'S CERTIFICATE

          I, BOBBY L. SHIELDS, Secretary of (Parent Subsidiary Unit), a Florida
corporation (the "Corporation"), do hereby certify that:

          1. I am duly elected, qualified and currently serving Secretary of the
Corporation.

          2. As appears from the records of the Corporation in my possession or
available to me as Secretary, the following named persons are the duly elected,
qualified and acting principal officers of the Corporation, holding at the date
hereof the offices set opposite their respective names, and the signatures set
opposite their names are their genuine signatures:

Ronald A. Cass OR                                     /s/  RONALD A. CASS OR
                                                      -------------------
JAY GERSHBERG                       President         /s/  JAY GERSHBERG
                                                      ------------------------
                                    Vice President

BOBBY L. SHIELDS                    Secretary         /s/  BOBBY L. SHIELDS
                                                      ------------------------
                                    Treasurer

          3. Attached as Exhibit A hereto is a true, complete and correct copy
of the Certificate of Incorporation of the Corporation as in effect as at the
date hereof.

          4. Attached as Exhibit B hereto is a true, complete and correct copy
of the By-Laws of the Corporation as in effect as at the date hereof.

          5. Attached as Exhibit C hereto is a true, complete and correct copy
of the resolutions duly adopted by the Board of Directors of the Corporation.
Such resolutions have not been amended, modified or rescinded and are in full
force and effect as at the date hereof.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal
of the Corporation this 7th day of February, 1996.

[CORPORATE SEAL]
                                                      /s/  BOBBY L. SHIELDS
                                                      ------------------------
                                                      Secretary

          Ronald A. Cass

          I, JAY GERSHBERG, President of the Corporation, hereby certifies that
BOBBY L. SHIELDS is the duly elected Secretary of the Corporation and that the
signature above set forth opposite his name is his genuine signature.

                                                     /s/ RONALD A. CASS OR
                                                     ------------------
                                                     /s/ JAY GERSHBERG
                                                     ------------------------
                                                     President