EXHIBIT 10(a)


                            U.S. HOMECARE CORPORATION
                                 750 Main Street
                           Hartford, Connecticut 06130







October 2, 1996

Mr. Mehdi Ali
69 Main Street
Ridgefield, CT 06877


Dear Mr. Ali:

This letter agreement sets forth the terms and conditions of your consultation
services for U.S. HomeCare Corporation (the "Company"), which are summarized in
the letter attached as Schedule A.

Term:                    Beginning September 23, 1996, you will devote such of
                         your time as you deem necessary to consulting on the
                         financial and operational affairs of the Company and on
                         the implementation of agreed upon changes at the
                         Company, as described in Schedule A hereto. After
                         implementation of the agreed upon changes, you will be
                         available on an as-needed basis until the earlier of
                         September 30, 1997 or the consummation of a Realization
                         Event (the "Term") to work on any issues which may
                         arise at the Company during the Term, it being
                         understood that you may engage in other consulting
                         assignments and business pursuits during the Term. The
                         Company will have the right to renew this Agreement on
                         an annual basis, subject to renegotiation of the
                         consulting fees set forth herein.

Current compensation:    Until the expiration of the Term, you shall receive
                         $7,500 for the balance of September 1996; $30,000 per
                         month for each month beginning October 1996 and ending
                         February 1997; $18,000 per month for each month
                         beginning March 1997 and ending June 1997; and $9,000
                         per month for each month beginning July 1997



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Mr. Mehdi Ali                                                    October 2, 1996
                                                                          Page 2



                         through the expiration of the Term. Such payments will
                         be made by the Company per its normal payment cycle
                         (bi-weekly). In addition, you shall be reimbursed for
                         reasonable travel or other out-of-pocket expenses
                         incurred by you, in accordance with the Company's
                         travel and reimbursement policy, in connection with
                         your engagement hereunder.

Incentive Options:       You will be entitled to additional compensation for
                         your consulting services in accordance with the
                         following:

                         You will receive, as equity incentive an option (the
                         "Option") to purchase 1,038,000 shares of the Company's
                         Common Stock, $.01 par value (the "Common Stock"), at
                         an exercise price of $.15 per share, which will vest as
                         follows: (x) 346,000 shares will vest as of September
                         23, 1996; (y) the balance of the shares subject to the
                         Option will vest on September 23, 2002, provided that
                         you are still serving as a consultant to the Company at
                         that time; and provided, further that vesting of the
                         balance of the shares subject to the Option shall
                         accelerate upon the achievement of certain levels of
                         EBITDA if these levels are achieved on or before
                         September 30, 1997, as follows: (i) the vesting of
                         346,000 shares of the Option will accelerate in the
                         first month in which the trailing 3 month EBITDA (as
                         defined below) of the Company is greater than or equal
                         to $562,500; and (ii) the vesting of the remaining
                         346,000 shares of the Option will accelerate in the
                         first month (which may be the same month as in clause
                         (i) above) in which the trailing 3 month EBITDA of the
                         Company is greater than or equal to $875,000; provided,
                         however, that in no event will any portion of the
                         Option referred to in subsection (y) vest unless the
                         EBITDA requirements of clause (i) or (ii), as
                         applicable, are met on or before September 30, 1997. As
                         soon as the criteria set forth in the prior sentence
                         has been met,you shall be fully vested in the
                         applicable portion of the Option. The Option shall have
                         a 10-year term from September 23, 1996 and may be
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Mr. Mehdi Ali                                                    October 2, 1996
                                                                          Page 3



                         exercised at any time after vesting and prior to
                         expiration of such term. The Option will have a
                         cashless exercise provision.

                         The Option shall have anti-dilution protection (the
                         "Anti-Dilution Protection"), consistent with the
                         anti-dilution protection contained in the Company's
                         outstanding $35 6% Convertible Preferred Stock, $1.00
                         par value (the "$35.00 Preferred Stock"), except that
                         anti-dilution adjustments shall be triggered at
                         issuances less than $.15 per share (not $1.75 per
                         share).

                         If a Realization Event specified in clause (i), (ii),
                         (iii) or (v) of the definition thereof occurs, you
                         shall have the right, in your sole discretion, to (a)
                         sell all or any portion of your Option in such
                         Realization Event (or, if that is not possible, to put
                         all or any portion of your Option to the Company at the
                         price you would have received had you participated in
                         such Realization Event) or (b) put the Option to the
                         Company for cash in an amount equal to $900,000 (the
                         "Put"). If a Realization Event specified in clause (iv)
                         of the definition thereof occurs, you shall have the
                         right to (a) participate in such Realization Event on a
                         pro rata basis or (b) exercise the Put.

                         If a Realization Event has not occurred on or prior to
                         December 31, 1997, you will have the right, in your
                         sole discretion, to exercise the Put, provided,
                         however, that if the Company is unable to fund (through
                         cash on hand, increased borrowings or otherwise) any
                         portion of the Put, you may rescind all or any portion
                         of such Put, or in your sole discretion, require the
                         Company to issue you a promissory note in a principal
                         amount equal to the portion of the Put it is unable to
                         fund, bearing interest at the rate of 9% per annum.
                         Interest will be payable quarterly and principal shall
                         be payable on the earlier of consummation of a
                         Realization Event or December 31, 1998.



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Mr. Mehdi Ali                                                    October 2, 1996
                                                                          Page 4



                         It is understood and agreed that the Put is a debt
                         obligation of the Company which ranks senior to any
                         claim of the Equity of the Company, including the
                         Company's $35 Preferred Stock.

                         If a Realization Event occurs prior to December 31,
                         1996, for purposes of determining eligibility for the
                         Option, the EBITDA calculation for any period specified
                         that has not yet been completed shall be determined by
                         grossing-up on a pro rata basis the partial period
                         results which have been achieved after September 30,
                         1996 and prior to the consummation of the Realization
                         Event.

Definitions:            

                         For purposes of this agreement, a "Realization Event"
                         shall have occurred if: (i) all or substantially all of
                         the assets of the Company are sold or the Company is
                         merged or consolidated with or into another entity;
                         (ii) the Company sells a number of shares equal to 30%
                         or more of the Fully Diluted Equity outstanding after
                         the transaction (or an option to purchase such shares
                         is granted) in one or a series of transactions; (iii)
                         one or more stockholders of the Company sell a number
                         of shares equal to 30% or more of the Fully Diluted
                         Equity outstanding, other than in "brokers'
                         transactions" (as such term is defined in Rule 144);
                         (iv) the Equity of the Company receives a distribution
                         of $3,000,000 or more pursuant to a recapitalization of
                         the Company; or (v) the Company sells equity to the
                         public pursuant to a public offering or sells $10
                         million or more of equity pursuant to a private
                         placement.

                         For purposes of this agreement, "Equity" shall mean (i)
                         the Common Stock of the Company, (ii) any other capital
                         stock of the Company, including any preferred stock of
                         the Company (including the $35 Preferred Stock), (iii)
                         all common stock equivalents and capital stock
                         equivalents of the Company including, without
                         limitation, any options, warrants, conversions or
                         similar rights to purchase or receive any Common Stock
                         or other capital

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Mr. Mehdi Ali                                                    October 2, 1996
                                                                          Page 5



                         stock of the Company, and (iv) any other securities of
                         the Company which are issued to one or more holders of
                         the Common Stock or other capital stock of the Company
                         or that are issued in exchange for or in replacement of
                         any Common Stock or other capital stock of the Company.
                         "Fully-Diluted Equity" shall mean the Equity of the
                         Company on an as-converted basis, assuming conversion
                         of any options, warrants, convertible preferred stock
                         or similar securities of the Company (including the
                         Option and the $35 Preferred Stock) irrespective of
                         whether the holders of any such option, warrant,
                         preferred stock or similar security would in fact so
                         convert.

                         For purposes of this agreement, "EBITDA" of the Company
                         shall mean, for any period, the net income of the
                         Company for such period, (x) PLUS any interest
                         (including any banking, securitization or financing
                         costs, fees or charges, irrespective of whether such
                         costs, fees or charges are classified as interest);
                         taxes; depreciation; amortization; transaction fees;
                         your compensation pursuant to this letter agreement;
                         and advisory, investment banking, management or
                         monitoring fees (including any fees paid to Huffard &
                         Co. or Sanders Morris Mundy Inc.) which were deducted
                         from revenues in determining net income for such
                         period, and (y) LESS, for any period or portion thereof
                         in which the Company does not have employed a complete
                         management team, a salary provision per quarter as set
                         forth on Schedule B. In addition, any of the following
                         amounts included in net income after September 30, 1996
                         shall be excluded from the calculation of EBITDA for
                         the period in question: (a) any unusual, nonrecurring
                         or nonoperating items (including any costs associated
                         with litigation), (b) any items which relate to the
                         restructuring of the Company's business (e.g.,
                         severance payments or legal fees) or any items which
                         relate to infusion therapy or the discontinuance of a
                         segment of the business, (c) any expenses which relate
                         either to inadequate reserves from

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Mr. Mehdi Ali                                                    October 2, 1996
                                                                          Page 6



                         prior periods, or errors in accounts or estimates from
                         prior periods (including any adjustments to reserves or
                         net revenues which relate to Medicare or Medicaid) or
                         (d) any adjustments to EBITDA which are a result of
                         negotiations between (1) the Company and (2) a
                         potential purchaser of the Company.

Registration Rights:     You will have the right to participate in the
                         registration rights provided to the $35.00 Preferred
                         Stock holders. A registration statement on Form S-1 or
                         S-3 including any shares of Common Stock that you
                         request to be included therein will, in any event, be
                         filed with the Securities and Exchange Commission no
                         later than 30 days following completion of the
                         Company's audit for the year ending December 31, 1996
                         (which shall be no later than April 30, 1997), and the
                         Company will diligently pursue obtaining the
                         effectiveness thereof.

Miscellaneous:           In the event that the structure of the Option or the
                         Put would (x) prevent the Company's purchaser from
                         achieving "pooling" treatment in a purchase of the
                         Company through a transaction that would otherwise
                         qualify as a pooling transaction, or (y) cause you to
                         recognize income for state or federal income tax
                         purposes upon the vesting of the Option, you and the
                         Company shall change the structure of the Option and/or
                         the Put to alleviate such issue(s) in a manner that
                         fully preserves the economics inherent in the Option
                         and the Put.

Indemnification:         The Company shall indemnify, defend and hold you and
                         anyone who works with you in connection with the
                         services you perform pursuant to this letter agreement
                         harmless from and against any and all liability,
                         claims, expenses, damages or losses, including
                         reasonable fees of legal counsel and related
                         disbursements (such legal fees to be reimbursed as
                         expended) incurred by you and anyone who works with
                         you, or arising out of or relating to the services
                         performed pursuant to this letter

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Mr. Mehdi Ali                                                    October 2, 1996
                                                                          Page 7



                         agreement. In addition, the Company shall cause you and
                         anyone who works with you to be covered by the
                         Company's directors' and officers' liability insurance
                         policy if such policy can be amended to include you and
                         such other persons. Nothing herein is intended to, nor
                         shall, relieve you or anyone who works for you from
                         liability for your own willful misconduct or gross
                         negligence.

                                     U.S. Homecare Corporation



                                     /s/ Jay Huffard
                                     -------------------------------------
                                     Jay Huffard
                                     Chairman

Accepted and Agreed:



/s/ Mehdi Ali
-------------------------------
Mehdi Ali